ROW Seed Terms & Conditions

These Terms & Conditions, together with any supplemental terms, order terms, credit terms, supplier terms, privacy notices, fee schedules, and policies referenced herein, govern access to and use of the ROW Seed website, application, dashboards, quote tools, order tools, payment tools, documents, communications, and related services collectively referred to as the “Platform.”

By accessing or using the Platform, creating an account, submitting or responding to an RFQ, submitting an estimate, accepting a quote, placing or fulfilling an order, uploading documents, communicating through the Platform, or otherwise using ROW Seed services, you agree to be bound by these Terms. If you use the Platform on behalf of a company, you represent that you are authorized to bind that company.

“ROW Seed,” “we,” “us,” or “our” means ROW Seed, Right of Way Seed LLC, and its affiliates, successors, assigns, officers, employees, contractors, agents, and representatives.

“Contractor” means a business user that requests quotes, submits RFQs, reviews contractor-facing pricing, places orders, applies for credit, receives invoices, or purchases products through ROW Seed.

“Supplier” means a business user that submits estimates, profile information, product information, availability, delivery capability, invoices, or fulfillment information to ROW Seed.

“Platform Data” means all data, content, files, account information, profile information, RFQ data, quote data, estimate data, order data, product data, delivery data, payment data, tax data, communications, metadata, usage data, generated documents, analytics, derived data, aggregated data, and de-identified data collected, generated, submitted, transmitted, processed, stored, or derived through or in connection with the Platform.

“Platform-Originated Relationship” means any contractor, supplier, project, RFQ, quote, estimate, order, delivery, customer, vendor, pricing opportunity, sourcing opportunity, product opportunity, business lead, or relationship introduced, identified, developed, facilitated, managed, quoted, or made available through ROW Seed.

ROW Seed operates a managed business-to-business procurement, sourcing, quoting, ordering, and payment platform for seed, straw, erosion-control materials, related agricultural products, and related services.

Depending on the transaction, ROW Seed may act as a technology provider, sourcing coordinator, procurement intermediary, reseller, purchaser, seller, invoice issuer, payment facilitator, recordkeeper, or administrative coordinator. Suppliers submit estimates or accepted pricing to ROW Seed. ROW Seed may apply markup, service fees, freight, taxes, payment-processing charges, platform fees, or other amounts before presenting contractor-facing pricing. The price paid by a Contractor may differ from the amount payable to a Supplier.

Unless ROW Seed expressly agrees otherwise in writing, Suppliers remain solely responsible for product descriptions, product availability, product quality, seed mix accuracy, labels, certifications, regulatory compliance, fulfillment, shipment, delivery, and all representations they make through the Platform. Contractors remain solely responsible for verifying that products, quantities, specifications, delivery requirements, bid requirements, project requirements, site conditions, and intended uses are appropriate for their projects.

Users must provide accurate, complete, and current information. You are responsible for maintaining the confidentiality of login credentials and for all activity under your account.

If you create an account or use the Platform for an entity, you represent that you have authority to bind that entity and that all employees, representatives, contractors, agents, and authorized users who access the Platform through your account will comply with these Terms.

Contractors agree to provide accurate RFQ information, project documents, seed specifications, delivery instructions, tax status information, credit information, payment information, and account information.

Contractors are responsible for independently verifying product suitability, quantities, specifications, bid requirements, government requirements, tax exemption status, delivery requirements, and project needs before confirming an order.

Contractors may not use ROW Seed to obtain supplier information, product availability, quotes, pricing intelligence, delivery information, or market information for the purpose of bypassing ROW Seed.

Suppliers agree to provide accurate product, inventory, delivery-area, capacity, lead-time, pricing, estimate, invoice, tax, certification, and compliance information.

Suppliers are responsible for product quality, labels, certifications, legal compliance, availability, fulfillment, delivery, and all statements made through the Platform.

Suppliers may not use ROW Seed to obtain contractor information, project information, demand data, pricing intelligence, delivery information, or market information for the purpose of bypassing ROW Seed.

ROW Seed’s business model depends on protecting contractor identity, supplier identity, supplier pricing, contractor pricing, ROW Seed markup, ROW Seed margin, and Platform-derived commercial information.

Contractors may not access, request, infer, reverse engineer, disclose, or misuse supplier identity, supplier pricing, supplier estimates, supplier purchase orders, supplier payment terms, ROW Seed markup, ROW Seed margin, or other supplier-side confidential information except as ROW Seed expressly makes available.

Suppliers may not access, request, infer, reverse engineer, disclose, or misuse contractor identity, contractor pricing, contractor invoices, contractor credit status, contractor payment terms, ROW Seed markup, ROW Seed margin, or other contractor-side confidential information except as ROW Seed expressly makes available.

No User may use project names, delivery addresses, town and ZIP information, DOT references, public bid details, seed specifications, uploaded files, quote details, PO details, invoice details, shipment information, metadata, screenshots, emails, generated PDFs, or other Platform-derived information to identify, contact, solicit, bypass, or transact with another User outside the Platform.

Any contractor, supplier, quote, order, project, product requirement, delivery location, pricing opportunity, sourcing opportunity, business lead, contact, relationship, or transaction introduced, discovered, developed, facilitated, quoted, managed, or made available through ROW Seed is a Platform-Originated Relationship.

Users may not directly or indirectly circumvent, bypass, avoid, interfere with, or attempt to avoid ROW Seed in connection with any Platform-Originated Relationship. This includes using delivery information, project information, public bid information, quote information, product information, supplier information, contractor information, pricing information, order history, generated documents, email content, or other Platform Data to identify, solicit, contact, quote, sell to, purchase from, or transact with another User outside ROW Seed.

Users may not encourage another User to move communications, quotes, reorders, substitutions, repeat purchases, change orders, renewals, or related transactions outside ROW Seed. Users may not use affiliates, related entities, employees, agents, subcontractors, brokers, alternate accounts, public-record searches, project-site visits, or intermediaries to avoid ROW Seed.

These obligations apply during Platform use and for twenty-four months after the latest Platform-originated quote, RFQ, communication, order, transaction, delivery, payment, or account activity involving the applicable relationship.

If ROW Seed determines that a User has circumvented or attempted to circumvent ROW Seed, ROW Seed may suspend access, terminate accounts, recover lost fees, recover damages, seek injunctive relief, recover attorneys’ fees where permitted, and pursue any other remedies available at law or equity.

An RFQ is a request for pricing and availability and does not guarantee that any Supplier will respond, that any product will be available, or that any quote will be accepted.

Quotes may expire and may be subject to freight, tax, availability, minimum-order, payment, credit, and confirmation requirements. ROW Seed may apply markup, service fees, taxes, freight, payment-processing fees, and other amounts before presenting contractor-facing pricing.

Contractors are responsible for providing accurate specifications, seed requirements, delivery details, uploaded files, project documents, DOT requirements, engineer plans, site conditions, and special requirements. If a Contractor marks a requirement as “Not Specified,” omits a specification, or submits incomplete documentation, ROW Seed or a Supplier may provide assumptions, supplier-specified values, substitutions, clarifications, or limitations, but ROW Seed does not guarantee suitability for the Contractor’s project.

ROW Seed may generate purchase orders, invoices, receipts, delivery receipts, supplier bills, payment records, tax records, and related documents. ROW Seed may correct administrative, clerical, formatting, calculation, display, synchronization, or document-generation errors.

Unless otherwise stated by ROW Seed, the accepted order data in ROW Seed’s system of record controls over accidental inconsistencies in emails, PDFs, previews, exports, or display screens.

ROW Seed may charge markup, commissions, service fees, technology fees, payment-processing fees, sourcing fees, freight, taxes, or other amounts as disclosed at checkout, in invoices, in the Platform, or in separate agreements.

You are responsible for all applicable taxes, duties, tariffs, assessments, governmental charges, and similar amounts related to your use of the Platform, your transactions, and your products or services, excluding taxes based solely on ROW Seed’s net income.

Payment obligations are further described in the ROW Seed Credit Terms and Supplier Terms, as applicable.

All product information, certifications, delivery estimates, freight estimates, tax estimates, and availability information are subject to correction and change unless expressly confirmed in an accepted order.

Suppliers are solely responsible for applicable seed laws, agricultural laws, labeling rules, environmental rules, transportation rules, tax rules, product claims, and certifications. Contractors are solely responsible for confirming that products meet project requirements and intended uses.

Delivery dates are estimates unless expressly guaranteed in writing. ROW Seed is not responsible for carrier delays, weather events, crop shortages, supply interruptions, site-access issues, rejected deliveries, or delays caused by third parties unless ROW Seed expressly agrees otherwise in writing.

You retain ownership of User Content you submit, subject to the licenses granted to ROW Seed. By submitting User Content or using the Platform, you grant ROW Seed a worldwide, perpetual, irrevocable, sublicensable, transferable, royalty-free license to host, store, copy, reproduce, modify, adapt, translate, publish, display, distribute, transmit, analyze, process, aggregate, de-identify, commercialize, create derivative works from, and otherwise use User Content and Platform Data for any lawful business purpose.

As between you and ROW Seed, ROW Seed owns all rights, title, and interest in and to the Platform, Platform Data, usage data, metadata, aggregated data, de-identified data, derived data, analytics, benchmarks, models, insights, reports, market intelligence, and any data products or improvements created by or for ROW Seed.

To the fullest extent permitted by applicable law, ROW Seed may collect, process, use, disclose, transfer, sell, license, monetize, commercialize, publish, distribute, and otherwise exploit Platform Data for any lawful business purpose, subject to applicable privacy laws and the ROW Seed Privacy & Data Use Policy.

ROW Seed’s collection, use, disclosure, sale, sharing, retention, and protection of personal information is described in the ROW Seed Privacy & Data Use Policy. By using the Platform, you acknowledge that ROW Seed may collect and process personal information as described in that policy.

You may not violate law, misuse Platform Data, scrape the Platform, reverse engineer the Platform, interfere with Platform operation, impersonate another person, submit fraudulent information, engage in anticompetitive conduct, upload harmful code, bypass security controls, bypass payment or quote flows, or use the Platform to build or assist a competing marketplace, database, sourcing service, quote service, or analytics product.

The Platform, software, workflows, documents, templates, designs, text, graphics, logos, trademarks, databases, analytics, and related materials are owned by ROW Seed or its licensors.

If you provide feedback, suggestions, feature requests, or ideas, you grant ROW Seed a perpetual, irrevocable, worldwide, sublicensable, transferable, royalty-free right to use and commercialize that feedback without restriction or compensation.

ROW Seed may suspend, restrict, or terminate access at any time if ROW Seed believes that a User violated these Terms, created legal or business risk, failed to pay amounts due, submitted inaccurate information, misused Platform Data, circumvented ROW Seed, or engaged in unlawful or harmful conduct.

Termination does not limit ROW Seed’s rights to retain records, enforce these Terms, collect amounts owed, protect confidential information, use Platform Data, or pursue remedies.

The Platform is provided on an “as is” and “as available” basis. To the fullest extent permitted by law, ROW Seed disclaims all warranties, express or implied, including warranties of merchantability, fitness for a particular purpose, title, non-infringement, accuracy, availability, uninterrupted operation, security, error-free performance, data accuracy, product suitability, supplier performance, contractor performance, regulatory compliance, and course of dealing.

ROW Seed does not guarantee product availability, pricing, delivery times, germination, site performance, regulatory acceptance, project approval, bid compliance, supplier performance, contractor performance, or any specific business outcome.

To the fullest extent permitted by law, ROW Seed will not be liable for indirect, incidental, consequential, special, exemplary, punitive, enhanced, or lost-profit damages, including lost revenue, lost business, lost opportunity, lost data, loss of goodwill, substitute procurement costs, project delays, bid losses, crop losses, site remediation costs, regulatory penalties, or product-performance losses.

To the fullest extent permitted by law, ROW Seed’s total aggregate liability arising out of or relating to the Platform, these Terms, Platform Data, or any transaction will not exceed the greater of the amounts paid by you to ROW Seed for Platform use in the three months preceding the event giving rise to liability or $100.

You agree to defend, indemnify, and hold harmless ROW Seed from and against claims, losses, damages, liabilities, costs, fines, penalties, settlements, judgments, and expenses, including reasonable attorneys’ fees, arising out of or relating to your use of the Platform, User Content, products, services, quotes, orders, shipments, delivery, payment obligations, tax obligations, legal compliance, breach of these Terms, misuse of Platform Data, circumvention, negligence, fraud, or misconduct.

These Terms are governed by the laws of the State of Ohio, without regard to conflict-of-law principles.

Before filing a claim, you agree to contact ROW Seed at legal@rowseed.com and attempt to resolve the dispute informally. Any dispute arising out of or relating to these Terms, the Platform, Platform Data, a Platform-Originated Relationship, or a transaction will be resolved exclusively in the state or federal courts located in Mahoning County, Ohio, unless a separate signed agreement requires otherwise. Each party consents to personal jurisdiction and venue in those courts.

ROW Seed may modify these Terms at any time. Updated Terms will be posted on the Platform or otherwise made available. Continued use of the Platform after changes become effective means you accept the updated Terms.