Terms & Conditions

TERMS OF WEBSITE AND ONLINE SERVICES USE

This page (together with the documents referred to on it) tells you the terms of use on which you may make use of our website and online services at Landus.ag (“Website”) whether as a guest or a registered user. Please read these Terms of Website and Online Services (“Terms”)Use carefully before you start to use the Website. By using our Website, you indicate that you accept these and that you agree to abide by them. If you do not agree to these Terms, please refrain from using our Website.

By your use of our Website, you agree to do business with Landus Cooperative (“Landus or Us”) electronically. You further consent to sign agreements and contracts for sale with Us electronically. You further agree that your electronic signature on all agreements and contracts for sale with Us is the same as your handwritten signature for the purposes of validity, enforceability, and admissibility in all legal proceedings.

These Terms apply solely to use of Landus’ Website. These Terms do not govern cooperative membership, patronage, equity, grain contracts, credit agreements or other commercial agreements, which are subject to separate agreements, bylaws, or policies.

ACH General Terms and Conditions

ACH Services are performed by Landus in accordance with the rules of the National Automated Clearing House Association (“NACHA”) as amended from time to time. The ACH Service includes electronic credit and/or debit entries initiated by Landus to or from your designated bank account(s), as well as transfers you initiate through your financial institution to pay outstanding invoice(s) owed to Landus. The ACH Service is provided for your convenience. Landus may amend, modify, suspend or terminate the ACH Service at any time without prior notice by Landus. Your continued use of the ACH Service constitutes your acceptance of any such amendment or modification. You agree that the person who authorizes any ACH transfer on your behalf has full legal authority to do so regardless of whether you are an individual, corporation, partnership, LLC or any other legal entity. Such authorization shall continue until terminated by written notification to Landus. Termination will be effective as soon as Landus has had reasonable time to act after receipt of such notification, which could take up to seven (7) business days to accomplish.

Fees and Costs

Landus may charge fees associated with ACH services or rejected transactions, as disclosed to you at the time of enrollment or transaction.

Indemnification

You agree to indemnify, defend and hold harmless Landus and its affiliates, employees, officers, directors, agents and representatives from and against all direct or third-party claims, demands, proceedings, suits, actions, liabilities, penalties, fines, expenses and reasonable attorneys’ fees and costs (including fees and costs incurred in enforcing Landus ACH Authorization Agreement or Landus’ right to indemnification) (collectively “Claims”) in connection with or arising out of the ACH Services and/or ACH transfers described herein. For purposes of this Section, “third party” shall include any joint account holder of your account at a financial institution. In no event shall Landus or its affiliates, employees, officers, directors, agents and representatives be liable for consequential damages. All terms shall be binding upon your heirs, representative and assigns. You agree to release Landus and its affiliates, employees, officers, directors, agents and representatives in the event that Landus makes an error which either underpays or overpays your account.

Reversals

You authorize Landus to debit or credit your account(s), as necessary, to correct any error in accordance with applicable ACH rules and Landus procedures, as may be amended from time to time. Landus is not responsible for actions or inactions of third-party financial institutions.

Consent to Electronic Delivery of Information

You acknowledge and consent to receiving electronically all information relating to the ACH Service, including without limitation, the status of any bank setup, deposits and withdrawals requests, and any other information related to your requested transaction(s). You understand and acknowledge that accessing documents electronically may involve additional costs that are not associated with receiving paper versions, including but not limited to Internet subscription access fees from your Internet service provider and printing costs.

Restrictions on ACH Services

Not all account types are eligible for the ACH Service, and not all third-party financial institutions accept ACH transaction requests. Landus reserves the right to limit the amount of funds that can be deposited to or withdrawn from your account(s) and can change these limits at any time without notification. Funds cannot be drawn from certain third-party accounts, such as a business account (even if like-titled accounts). The amount withdrawn from your financial institution cannot exceed the cash available for withdrawal in your account. Landus may restrict, limit, suspend or terminate ACH access in its discretion, subject to applicable law.

Acknowledgment and Consent

I/We consent to the terms and conditions of this Agreement. I/We acknowledge that Landus has the authority to (1) establish the ACH Service with the designated third-party financial institution, and (2) authorize each ACH transfer, including any third-party account held jointly with an individual that is not a Landus account owner, and (3) Landus may rely upon these representations. I/We hereby request that Landus establish on my/our behalf at the financial institution named in this request as an authorized bank profile for the purpose of making electronic transfers into or withdrawals from my account at Landus. These transfers may include one-time or recurring instructions. These instructions will remain in full force and effect until Landus has received prompt written or online notification from me (or either of us) of its termination in such time and manner as to afford Landus and your bank, a reasonable time to act upon it. In consideration of accepting one or more accounts and in consideration of accepting these instructions, I/We hereby acknowledge that I/we have read, understand and agree to these Terms and Conditions and agree to indemnify and hold Landus harmless for losses arising my/our authorized us of the ACH service.

INFORMATION ABOUT US

Landus.ag is a site operated by Landus Cooperative, an Iowa cooperative association. Landus is a farmer-owned cooperative headquartered in Des Moines, Iowa. Our main address is 220 SW 9th St., Ste. 300 Des Moines, IA 50309-4320.

ACCESSING OUR WEBSITE

Access to the Website is permitted on a temporary basis, and Landus reserves the right to amend the information or withdraw the services it provides on the Website without notice (see below). Landus will not be liable if for any reason the Website is unavailable at any time or for any period.

You are responsible for making all arrangements necessary for you to have access to the Website. You are also responsible for ensuring that all persons who access the Website through your internet connection are aware of these terms, and that they comply with them.

INTELLECTUAL PROPERTY RIGHTS

Landus is the owner or the licensee of all intellectual property rights in the Website (including, but not limited to, the services or other intellectual property rights offered on or via the Website) and in the material published on it. Those works are protected by copyright laws, and treaties around the world. All such rights are reserved.

You may print off one copy and may download extracts, of any page(s) from the Website for your personal reference and you may draw the attention of others within your organization to material posted on the Website.

You must not modify the paper or digital copies of any materials you have printed, copied or downloaded in any way, and you must not use any illustrations, photographs, video or audio sequences or any graphics separately from any accompanying text without the prior written consent of Landus.

Our status (and that of any identified contributors) as the authors of material on the Website must always be acknowledged.

You must not use any part of the materials on the Website for commercial purposes without obtaining a license to do so from Us or our licensors.

If you print, copy or download any part of the Website in breach of these Terms, your right to use the Website will cease immediately and you must, at Our option, return or destroy any copies of the materials you have made whether modified or unmodified.

RELIANCE ON INFORMATION POSTED

Commentary and other materials posted on Our Website are not intended to amount to advice on which reliance should be placed. Landus therefore disclaims all liability, all warranties whether express or implied, and all responsibility arising from any reliance placed on such materials by any visitor to the Website, or by anyone who may be informed of any of its contents.

OUR WEBSITE CHANGES REGULARLY

Landus aims to update the Website regularly, and may change the content at any time. If the need arises, we may suspend access to the Website, or close it indefinitely. Any of the material on the Website may be out of date at any given time, and we are under no obligation to update such material.

OUR LIABILITY

The material displayed on the Website is provided without any guarantees, conditions or warranties as to its accuracy or completeness. To the extent permitted by Iowa law, Landus, and third parties connected to us, hereby expressly exclude:

• all conditions, warranties and other terms which might otherwise be implied by statute, law or otherwise;
• any liability whatsoever incurred by any user in connection with the Website or in connection with the use, inability to use, or results of the use of the Website, any websites linked to it and any materials posted on it, including, without limitation any liability for:
• direct, indirect, consequential, special, exemplary, or punitive damages
• loss of income or revenue;
• loss of business;
• loss of profits or contracts;
• loss of anticipated savings;
• loss of data;
• loss of goodwill;
• wasted management or office time; and
• for any other loss or damage of any kind, however arising and whether caused by infringement of general laws (including the omission to act in accordance with reasonable carefulness), breach of contract or otherwise, even if foreseeable.

Nothing in these Terms excludes or limits liability that cannot be excluded under applicable law.

INFORMATION ABOUT YOU AND YOUR VISITS TO OUR WEBSITE

Landus processes information about you in accordance with Our Privacy Policy found at https://www.landus.ag/privacy-policy. By using the Website, you consent to such processing and you warrant that all data provided by you is accurate and complete.

SERVICES PROVIDED THROUGH OUR WEBSITE

Services provided through the use of the Website shall be governed by these, unless the parties have agreed upon different terms and conditions for services in which case the terms and conditions applicable to such services shall govern.

UPLOADING MATERIAL TO OUR WEBSITE

Whenever you make use of a feature that allows you to upload material to the Website, or to make contact with other users of the Website, you must comply with the Content Standards set forth below. You confirm that any such Contribution (as defined below) does comply with such standards, and you indemnify Landus and agree to hold Us harmless for any failure to comply.

Any material you upload to the Website will be considered non-confidential and non-proprietary, and Landus has the right to use, copy, distribute and disclose to third parties any such material for any purpose. We also have the right to disclose your identity to any third party who is claiming that any material posted or uploaded by you to the Website constitutes a violation of their intellectual property rights, breach of their confidential information or their right to privacy.

Landus will not be responsible, or liable to any third party, for the content or accuracy of any materials posted by you or any other user of the Website.

Landus has the right to remove any material or posting you make on the Website if, in our opinion, such material does not comply with the Content Standards set out below.

PROHIBITED USES

You may use the Website only for lawful purposes. You may not use the Website:

• in any way that breaches any applicable laws or regulations;
• in any way that is unlawful or fraudulent, or has an unlawful or fraudulent purpose or effect;
• for the purpose of harming or attempting to harm any individual in any way;
• to send, receive, upload, download, use or re-use any material which does not comply with our Content Standards set out below;
• to transmit, or procure the sending of, any unsolicited or unauthorized advertising or promotional material or any other form of similar solicitation (spam);
• to create liability for Landus in any way; or in any way that causes Landus to lose (in whole or in part) the services of Our ISPs or other suppliers; and
• to knowingly transmit any data, send or upload any material that contains viruses, Trojan horses, worms, time-bombs, keystroke loggers, spyware, adware or any other harmful programs or similar computer code designed to adversely affect the operation of any computer software or hardware.

You also agree:

• not to reproduce, duplicate, copy or re-sell any part of the Website in contravention of any of the provisions in these Terms;

• not to access without authority, interfere with, damage or disrupt:
• any part of the Website;
• any equipment or network on which the Website is stored;
• any software used in the provision of the Website; or
• any equipment or network or software owned or used by any third party.

CONTENT STANDARDS

These content standards (“Content Standards”) apply to any and all material which you contribute to the Website (“Contributions”), and to any interactive services associated with the Website.

You must comply with the spirit and the letter of the following standards. The standards apply to each part of any Contribution as well as to its whole.

Contributions must:

• be accurate (where they state facts);
• be genuinely held (where they state opinions);
• comply with Iowa law and the applicable federal laws of the United States of America.

Contributions must not:

• contain any material which is defamatory of any person or which is obscene, offensive, hateful or inflammatory;
• promote violent or sexually explicit material;
• promote discrimination based on race, sex, religion, nationality, disability, sexual orientation or age;
• infringe any copyright, database right or trade mark of any other person;
• be false, inaccurate or likely to deceive or mislead any person;
• be made in breach of any legal duty owed to a third party, such as a contractual duty or a duty of confidence;
• promote any illegal activity;
• be threatening, abuse or invade another’s privacy, or cause annoyance, inconvenience or needless anxiety;
• be likely to harass, upset, embarrass, alarm or annoy any other person;
• be used to impersonate any person, or to misrepresent your identity or affiliation with any person;
• give the impression that they emanate from Landus, if this is not the case;
• advocate, promote or assist any unlawful act such as (by way of example only) copyright infringement or computer misuse;
• link directly or indirectly to or include descriptions of goods or services that are prohibited under these Terms.

VIRUSES, HACKING AND OTHER OFFENSES

You must not misuse the Website by knowingly introducing viruses, trojans, worms, logic bombs or other material which is malicious, technologically harmful or designed to disrupt the current operation of the Website. You must not attempt to gain unauthorized access to the Website, the server on which the Website is stored or any server, computer or database connected to the Website. You must not attack the Website via a denial of service attack or a distributed denial-of service attack.

Landus may report any breach under these Terms to the relevant law enforcement authorities and Landus will co-operate with those authorities by disclosing your identity to them. In the event of such a breach, your right to use the Website will cease immediately.

Landus will not be liable for any loss or damage caused by a distributed denial-of-service attack, viruses or other technologically harmful material that may infect your computer equipment, computer programs, data or other proprietary material due to your use of the Website or to your downloading of any material posted on it, or on any website linked to it.

LINKING AND FRAMING

You may link to the Website home page, provided you do so in a way that is fair and legal and does not damage Our reputation or take advantage of it, but you must not establish a link in such a way as to suggest any form of association, approval or endorsement on Landus’ part where none exists.

You must not establish a link from any website that is not owned by you.

The Website must not be framed on any other website, nor may you create a link to any part of the Website other than the home page. Landus reserves the right to withdraw linking permission without notice. The website from which you are linking must comply in all respects with the Content Standards.

If you wish to make any use of material on the Website other than that set out above, please address your request to communications@landus.ag.

LINKS FROM OUR WEBSITE

Where the Website contains links to other websites and resources provided by third parties, these links are provided for your information only. If you use these links, you will leave the Website. Landus has not reviewed these third party websites, has no control over the contents of those websites or resources and accepts no responsibility for them or for any loss or damage that may arise from your use of them. Landus does not endorse or make any warranties or representations about any other websites, about any information, software or other products or materials found on such websites, or any results that may be obtained from using such websites. If you decide to access any of the third-party websites linked to the Website, you do this entirely at your own risk.

SUSPENSION AND TERMINATION

Landus will determine, in its sole discretion, whether there has been a breach of these Terms. Where a breach has occurred, Landus may take such action as is deemed necessary and appropriate.

Failure to comply with these Terms constitutes a material breach of the terms upon which you are permitted to use the Website, and may result in any or all of the following actions:

• immediate, temporary or permanent withdrawal of your right to use the Website;

• immediate, temporary or permanent removal of any posting or material uploaded by you to the Website;

• issuance of a verbal or written warning to you;

• initiation of legal proceedings against you for reimbursement of all costs on an indemnity basis (including, but not limited to, reasonable administrative and legal costs) resulting from the breach;

• initiation of further legal action against you;

• disclosure of such information to law enforcement authorities as deemed necessary.

JURISDICTION AND APPLICABLE LAW

The State or Federal courts of Iowa will have exclusive jurisdiction over any claim arising from, or related to, a visit to the Website although Landus retain the right to bring proceedings against you for breach of these Terms in your country of residence or any other relevant country.

These Terms and any dispute or claim arising out of or in connection with them or their subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of Iowa.

TRADEMARKS

AcreEdge®, CROPLIFT®, CROPPWR®, Dairy Nutrition Plus®, GroAMS®, GroCentric®, GroCOC®, GroDicamba®, GroForm®, GroMSO®, GroNIS®, GROTEAN®, GroTrio®, GROW®, Landus®, MICROEDGE®, NITROEDGE®, PASTURChlor®, RISE N+K®, SOYCHLOR®, and SOYPLUS® are registered trademarks of Landus Cooperative, and may not be used by anyone for any purpose without express prior written permission of the company.

VARIATIONS

Landus may revise these Terms at any time by amending this page. You are expected to check this page from time to time to take notice of any changes made, as they are binding on you. Some of the provisions contained in these Terms may also be superseded by provisions or notices published elsewhere on our Website.

YOUR CONCERNS

If you have any concerns about material which appears on the Website, please contact communications@landus.ag.