These Terms of Use govern your access and use of the mobile-based application created by a third-party developer, Myriad Mobile, LLC ("Myriad") and licensed and made available by Parrish & Heimbecker, Limited ("P&H") for the purposes of streamlining the grain contracting process (the "App"). In particular, the App allows you to receive and sign off on your P&H grain contracts ("Grain Contracts") electronically, in accordance with these Terms of Use. For the purposes of simplifying the process, if P&H has not received an electronically signed copy of a particular Grain Contract or a Change Request from you (i.e. through the App) within three Business Days, P&H shall deem the Grain Contract to be accepted and shall proceed to perform such Grain Contract on that basis.
Please read these Terms of Use carefully. By clicking "I accept" or accessing the App, you expressly agree to be bound by these Terms of Use and accept all legal consequences.
If you do not agree to comply with the Terms of Use, in whole or in part, you may not use the App.
These Terms of Use were last updated on September 22nd, 2023.
By accessing the App, you expressly agree to receive all Grain Contracts electronically through the App. In the future, P&H may make crop input invoices and other related agreements from P&H available electronically through the App, and these Terms of Use will be updated accordingly at that time.
Grain Contracts will always be initiated through communication (call, text, email, or other form of communication) with a P&H representative. Following that communication, P&H will make the written Grain Contract available to you through the App, which confirms the Grain Contract terms agreed to.
When you receive a Grain Contract from P&H through the App, you will have the ability to indicate your acceptance by signing the Grain Contract with your fing>er electronically. If a provision of a Grain Contract is unacceptable to you and/or you do not wish to accept the Grain Contract for any reason, you are required to notify P&H to that effect (a "Change Request") within two (2) Business Days after you receive the Grain Contract through the App.
If you do not provide P&H with a Change Request within the two Business Day period, you will be deemed to accept the Grain Contract (regardless of whether it has been electronically signed) and agree to be bound by all of the terms and conditions thereof.
If a Change Request is provided within the two Business Day period, the Grain Contract shall be deemed null and void and a new Grain Contract shall be issued, subject to the terms of acceptance as described above.
For the purpose of these Terms of Use, (i) you will be deemed to "receive" a Grain Contract on the date that such Grain Contract is uploaded to the App by P&H and made available to you through the App; and (ii) a "Business Day" means any day, other than a Saturday, Sunday or statutory holiday in the Province of Manitoba.
P&H shall store and maintain all accepted Grain Contracts in accordance with its ordinary practices, and will make copies of any Grain Contracts available to you upon request. You can also access both your signed and unsigned Grain Contracts within the App.
For greater certainty, all Grain Contracts shall be governed by the terms and conditions contained therein.
To access the App, you will be required to create an account. When you create an account with P&H, you must provide information that is accurate, complete, and current at all times. Failure to do so constitutes a breach of these Terms of Use.
You are responsible for safeguarding the password that you use to access the App and for any activities or actions under your password. You agree not to disclose your password to any third party and to notify us immediately upon becoming aware of any breach of security or unauthorized use of your account.
The App is made available by P&H and Myriad under these Terms of Use for your internal business purposes only, and not any commercial or derivative use.
In exchange for your compliance with these Terms of Use, you are hereby granted a personal, non-transferable, non-exclusive, revocable license to use the App on any authorized device that you lawfully own or control, for the sole purpose of accessing and using the App and the services provided through the App. P&H and Myriad reserve the right to revoke this authorization at any time without notice and for whatever reason and to require you to delete, destroy or otherwise remove any material that you have obtained from the App.
Your use of the App also is subject to the terms of the provider from which you obtained the App, such as the Google Play Terms of Service, the Microsoft’s Windows Store Terms of Use, or the Apple App Store Terms and Conditions.
Scope; Limitations. Any use of the App beyond the scope of the foregoing license is strictly prohibited. As a condition of use, you agree not to use the App for any purpose that is prohibited by these Terms of Use or by applicable law. You shall not (and shall not permit or assist any third party to): (a) license, sublicense, sell, rent, lease, transfer, assign, delegate, reproduce, distribute, host or otherwise commercially exploit the App; (b) modify, translate, adapt, alter, change, merge, frame, make derivative works of, disassemble, decompile, decrypt, reverse compile or reverse engineer any part of or contents of the App, including without limitation, any proprietary notices in such content; (c) interfere with or attempt to interfere with the proper functioning of the App; (d) attempt to engage in or engage in, any potentially harmful acts that are directed against the App, including but not limited to violating or attempting to violate any security features of the App; or (e) access the App in order to build a similar or competitive application, platform, or service.
You further agree that you shall not assign, delegate, sublicense, transfer or subcontract the whole or any part of these Terms of Use or the rights granted through these Terms of Use without the prior written consent of P&H and Myriad. Notwithstanding the foregoing, P&H and Myriad may, each at its sole discretion, assign these Terms of Use or any of its rights and obligation to any third party, without giving prior notice.
Any violation of these Terms of Use immediately terminates your license to access the App.
P&H owns or licenses from Myriad, the copyright and other intellectual property rights in the content made available through the App, including text, images and source code, and trade-mark rights in material used as trade-marks, including text, logos and icons. The structure, organization, and code of the App are valuable trade secrets and confidential information of P&H and/or Myriad, and you agree not to disclose such structure, organization, and code to third parties. Subject to the Access and Use provisions above, nothing in these Terms of Use vests or transfers any intellectual property rights in or to you and any use, alteration, or replication of any of P&H's or Myriad's intellectual property is a violation of these Terms of Use and applicable intellectual property laws. You agree to not take any action to jeopardize, limit, interfere with, or adversely affect P&H's or Myriad&'s' intellectual property rights, including making copies of copyright protected material and using or challenging P&H's or Myriad's trade-marks.
Certain materials or information available to you through the App or through links to third-party websites may be subject to third party intellectual property rights (“Third-Party Content”). All such Third-Party Content is and shall remain the property of its respective owners or creators (as the case may be). P&H and Myriad make no claim of ownership in connection with Third-Party Content, and you acknowledge and agree that neither P&H nor Myriad is responsible for the accuracy, completeness or content provided by or on behalf of third parties. Unauthorized use of the Third-Party Content may violate copyright, trade-mark, patent or other laws. You have no rights in or to the Third-Party Content, and you may not use the Third-Party Content except as permitted under these Terms of Use.
All rights not expressly granted in these Terms of Use are reserved to P&H. Nothing contained in these Terms of Use shall be construed as conferring by implication, estoppel or otherwise any license or right under any copyright, patent, trade-mark or other intellectual right of P&H or any other person or entity.
You will be required to provide personal information and other agricultural-related information for the purpose of establishing your account and completing the Grain Contracts. The Grain Contracts and any other information you provide to P&H and Myriad, through the App or otherwise, may be stored electronically by P&H and/or Myriad on their owned, operated, or controlled file servers or stored in the App. All data provided by you and the content of the App will be stored in Canada.
P&H and Myriad are committed to respecting the confidentiality of your personal information. Any collection, use or disclosure of personal information by P&H and Myriad is subject to P&H's Privacy Policy, a copy of which is available at: https://www.pandhcropinputs.com/privacy-policy/, the terms of which are incorporated herein by reference. The Privacy Policy should be reviewed prior to accessing the App. By accessing the App, you agree to P&H's Privacy Policy and further agree that you will follow safe and secure computing and mobile practices with respect to any device used to access the App. With respect to the P&H App, Myriad is a third-party beneficiary of P&H’s Privacy Policy and adopts the provisions as its own for purposes of the P&H App only.
P&H shall own all aggregated data which may be derived by P&H and Myriad from multiple customers' use of the App, including, without limitation, usage statistics and other reports and information, with respect to which P&H and Myriad have taken commercially reasonable precautions to ensure that no individual, particular transaction or entity can be identified (the "Aggregated Data"). Nothing herein shall limit P&H or Myriad (by way of license from P&H) from utilizing Aggregated Data for its business purposes or from sharing Aggregated Data with third parties, provided that: (i) such use will not reveal your identify, and (ii) that any third parties receiving Aggregated Data from P&H and Myriad will undertake confidentiality obligations to take the same care to safeguard the App and the confidential information of P&H and Myriad as each takes to safeguard its own confidential information and this care shall not be any less than would be taken by a reasonable company to safeguard its own information. For greater certainty, the Aggregated Data does not include your identifiable personal information.
P&H and Myriad have implemented reasonable safeguards with respect to the security of the App which are designed to protect the App and the information available in the App from theft, unauthorized use, error or loss.
You are responsible for the general security associated with personal devices that may be used to access the App. We recommend that you take additional measures to protect the security of your devices, including:
All devices used to access the App should be protected by mobile encryption. Encryption prevents unauthorized users from being able to access the data on the device.
Protect physical access to a device used to access the App by requiring a long, complex password that must be re-entered frequently and/or a biometric identifier, such as (but not limited to) a fingerprint scan. You should not leave your mobile device unattended while logged into the App and you should log off immediately at the completion of each access.
Ensure that your device has up-to-date virus protection and update any applications installed on the device and the device's operating system when new versions are available, as updates may include security patches.
Ensure you have the ability to remotely locate a lost or stolen device and, when necessary, the ability to remotely wipe all relevant data from a lost or stolen device.
While P&H and Myriad use reasonable commercial efforts to update and keep current the App and available content, P&H and Myriad do not create and have no responsibility for the content that may be available through the App. You agree that P&H and Myriad are not liable in any way for the validity, accuracy, completeness, integrity, quality or timeliness of the content available through the App.
There may be links from the App to third-party websites or features that are not under P&H or Myriad control. You acknowledge that P&H and Myriad are not responsible for the accuracy, copyright compliance, privacy practices, legality, decency, or any other aspect of the content of such sites, nor is P&H or Myriad responsible for errors or omissions in any references to other parties or their products and services. You hereby waive any legal or equitable rights or remedies you have or may have against P&H and Myriad with respect such links, websites and third party information. Your use of such websites is at your own risk.
We strongly advise you to read the terms and conditions and privacy policies of any third-party websites or services that you visit.
P&H AND MYRIAD, AND THEIR RESPECTIVE AFFILIATES, PARTNERS, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS, CONTRACTORS, AND LICENSORS (COLLECTIVELY THE “LICENSOR PARTIES”), MAKE NO REPRESENTATIONS, WARRANTIES OR COVENANTS TO ANY PERSON OR ENTITY WITH RESPECT TO THE APP OR CONTENT AVAILABLE THROUGH THE APP (INCLUDING USER CONTENT). THE APP AND THE CONTENT AVAILABLE THROUGH THE APP (INCLUDING USER CONTENT) ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTIES OF ANY KIND. THE LICENSOR PARTIES DO NOT GIVE AND HEREBY DISCLAIM TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ANY WARRANTIES, GUARANTEES, REPRESENTATIONS OR CONDITIONS, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY AS TO THE ACCURACY, COMPLETENESS, CURRENCY, RELIABILITY, OR SUITABILITY OF THE INFORMATION OR CONTENT DELIVERED AS PART OF THE APP, THIRD PARTY INFORMATION OR CONTENT, MATERIALS OR WEBSITE CONTENT, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, COMPLIANCE WITH ANY DESCRIPTION, OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS.
THE LICENSOR PARTIES DO NOT GUARANTEE THAT THE APP WILL BE PROVIDED OR AVAILABLE WITHOUT INTERRUPTION OR ERROR FREE, FREE OF COMPUTER VIRUSES OR SIMILAR CONTAMINATION OR DESTRUCTIVE FEATURES. YOU AGREE THAT YOU UNDERSTAND THAT THERE MAY BE SERVICE DISRUPTIONS OR OUTAGES. THE LICENSOR PARTIES SHALL NOT BE SUBJECT TO LIABILITY FOR ANY DELAYS OR INTERRUPTIONS OF THE DATA OR INFORMATION FROM WHATEVER CAUSE, AND IF YOUR USE OF THE APP OR THE CONTENT CONTAINED IN THE APP (INCLUDING USER CONTENT) RESULTS IN THE NEED FOR SERVICING OR REPLACING EQUIPMENT OR DATA, THE LICENSOR PARTIES SHALL NOT BE RESPONSIBLE FOR THOSE COSTS.
P&H DISCLAIMS ANY DUTY TO OR LIABILITY FOR FAILURE TO UPDATE INFORMATION ON THE APP. FURTHER, THE INFORMATION IN THE APP IS SUBJECT TO CHANGE WITHOUT NOTICE.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL THE LICENSOR PARTIES OR THEIR RESPECTIVE SUCCESSORS AND ASSIGNS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DAMAGES WHATSOEVER, INCLUDING WITHOUT LIMITATION, DIRECT, INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, LOST PROFITS OR DAMAGES RESULTING FROM LOST DATA OR BUSINESS INTERRUPTION, INCURRED THROUGH THE USE OF OR INABILITY TO USE THE APP OR THE CONTENT CONTAINED IN THE APP (INCLUDING USER CONTENT), WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, EVEN IF THE PARTIES HAD BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
THE AGGREGATE LIABILITY OF THE LICENSOR PARTIES IN CONNECTION WITH THESE TERMS OF USE, YOUR USE OF THE APP OR ANY OTHER CIRCUMSTANCE GIVING RISE TO LIABILITY SHALL BE LIMITED TO DIRECT DAMAGES ONLY AND WILL IN NO CASE EXCEED THE AMOUNT, IF ANY, PAID BY YOU UNDER THESE TERMS OF USE TO ACCESS THE APP IN THE TWELVE MONTHS PROCEEDING THE DATE THE CLAIM AROSE.
You agree to defend, indemnify, and hold harmless P&H and Myriad, and their respective agents, assigns, employees, contractors, consultants, and service providers and their respective successors and assigns, from and against any and all claims, demands, actions, proceedings, liabilities, judgments, penalties whether civil or criminal, taxes, and all costs, liabilities and expenses (including, without limitation, reasonable legal fees on a solicitor client basis) arising out of or relating to your use of the App, or that may be incurred by P&H arising out of, or relating to, your violation of these Terms of Use, the misuse or illegal use of the App, or any violation by you of applicable law or rights of any third parties (including intellectual property rights), the failure of you to comply with applicable laws and regulations, any errors in any data supplied by you to P&H and Myriad, or your gross negligence or willful misconduct.
If you are dissatisfied with the App or with these Terms of Use, your sole and exclusive remedy is to discontinue using the App.
P&H may terminate or suspend access to the App immediately, without prior notice or liability, for any reason whatsoever including, without limitation, if you breach these Terms of Use.
P&H and Myriad reserve the right to seek all remedies available at law and in equity for violations of these Terms of Use or any Grain Contract provided through this App, including the right to terminate or discontinue your use of the App by blocking access to the App or any part thereof or otherwise.
All provisions of these Terms of Use intended by their nature to survive termination shall so survive, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability.
Amendment - P&H reserves the right to alter, add, remove or otherwise modify these Terms of Use and the App at any time and in its sole discretion. Any amendments shall be effective immediately upon posting. Your continued use of any of the App shall be construed as acceptance of the Terms of Use and any amendments thereto.
Severability - If any provision of these Terms of Use is determined by a court of competent jurisdiction to be illegal, invalid or unenforceable for any reason, such provision shall be severed and the remainder of these Terms of Use shall remain in effect.
Waiver - No delay on the part of P&H or Myriad in exercising any right, power or privilege under these Terms of Use shall operate as a waiver of those rights, nor preclude any other or further exercise of those rights or the exercise of any other right, power or privilege under these Terms of Use.
Conflict - These Terms of Use include this document and any additional terms of use that appear on the App or in coordination with delivery of the App. Where additional terms conflict with the terms of this document, those additional terms shall govern.
Entire Agreement - These Terms of Use constitute the entire agreement between P&H and Myriad on the one hand, and you on the other hand with respect to your use of the App. No waiver by either P&H, Myriad, or you of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default.
These Terms of Use shall be governed by and construed in accordance with the laws of the Province of Manitoba and the laws of Canada applicable therein, except in the case of arbitration as discussed herein, where an issue may be decided under the National Grain and Feed Association Grain Trade Rules. P&H and Myriad may have, at each of their own discretion, any claim relating to these Terms of Use adjudicated and settled by arbitration under the National Grain and Feed Association Arbitration Rules as are in effect at the date of such dispute. You agree to submit to such arbitration. Judgment upon any arbitration award may be entered in any court or tribunal of competent jurisdiction. Copies of the National Grain and Feed Association Grain Trade Rules and National Grain and Feed Association Arbitration Rules are available upon request and also on the National Grain and Feed Association's website at https://www.ngfa.org. P&H and Myriad also may have, at each of their own discretion, claims relating to these Terms of Use adjudicated and settled in any court of competent jurisdiction.
If you have a question or concern regarding these Terms of Use or the App, please contact P&H at:
Parrish & Heimbecker, Limited b1400 - 201 Portage Avenue Winnipeg, Manitoba R3B 3K6 Attention: [insert contact person - role or title (i.e. "VP Finance") is acceptable]
204-956-2030 Email: [email protected]