Terms of Use

Last Updated: 03/07/2024

This Terms of Use (this "Agreement") is a legal agreement between (i) you (either an individual or a single legal entity), and (ii) Nutrien and its Affiliates ("we" or "us""). By activating, accessing, or otherwise using the Developer Portal, you represent and warrant that you are acting for bona fide business purposes. If you are entering into this Agreement on behalf of a company or other legal entity, you represent that you can bind such entity, in which case "you" or "your" shall refer to such entity.

Scope of this Agreement

This Agreement sets out how you can and cannot use the Developer Portal provided or registered to you by us, and what we will and will not do in connection with your use, as well as other important legal restrictions and obligations. If you reside outside of the United States of America or Canada, this Agreement may not apply to you.

Nutrien may, in its sole discretion, release subsequent releases or versions of the Developer Portal and require you to obtain and use such current releases or versions.

Definitions

"Affiliate" means any subsidiary or other entity that directly or indirectly is controlled by, or is under common control of, an entity.
"Data" means the order, invoice, ship notice, contract, delivery note, and other information and data that is uploaded, inputted, transmitted, imported, or stored by you or on your behalf to the Developer Portal.
“Developer or you” means any Person who enters into this Agreement with Nutrien and submits one or more apps for approval by Nutrien for integration with the Developer Portal.
"Developer Portal" means, collectively, the following items provided by us to you, regardless of naming or branding, either alone or in combination with each other: APIs and other related services insofar as they are used to deliver and support the aforementioned, all of which is accessible at [https://developer.nutrien.com].
"Published APIs" means Nutrien’s application programming interface and accompanying or related documentation, source code, tools, executable applications, libraries, etc., as developed by or for Nutrien or its Affiliates and delivered by Nutrien or through the Developer Portal

Your Use of the Developer Portal

What you can do:

As long as you comply with the terms of this Agreement, you and the individuals who work for you can use the Developer Portal for your internal use.

The Developer Portal is registered, not sold, to you.

We encourage you to let us know how we are doing or how you feel about the Developer Portal.

What you agree to do

Be solely responsible for any app you create;
Provide accurate, reliable and appropriate transactional data;
Ensure that those individuals working for you comply with this Agreement;
Keep your account and related information up to date;
Manage all passwords for your authorized users and immediately notify us if you believe that your account is no longer secure; And
Comply with all applicable laws related to the access and use of the Published API or Developer Portal.

What you cannot do

Assign, transfer or sublicense this Agreement or the rights granted by us in this Agreement;
Sell, lease, lend, license, distribute, re-distribute, copy, publicly perform or display, transmit or publish any aspects of the Developer Portal or Published APIs;
Use the Developer Portal or Published APIs other than as permitted under this Agreement,
Remove or modify any markings or notices of our or our licensors’ proprietary rights;
Violate or circumvent, or attempt to do so, any Developer Portal security feature;
Use or otherwise import, export or re-export the Developer Portal or Published APIs in any way that violates any applicable laws or security programs
Block or otherwise interfere with our monitoring or audit of the Developer Portal

If you do any of the above, we may suspend, deny or terminate your access to the Developer Portal and we will not be responsible in any way for your actions.

Nutrien’s Rights and Obligations

What we may do

We may make the Developer Portal available for purposeful transactional interface with Nutrien
We may provide updates, releases and fixes to the Developer Portal.

You must install or use the most recent version of the Developer Portal and abide by any additional requirements as is published to you.
We will try to notify you of any changes we make to the Developer Portal, though this may not always be possible.
We will not be responsible in any way for use of an outdated version of the Developer Portal.
An update may result in a change, or discontinuation, of features of the Developer Portal.

We may use your feedback for any purpose without restriction.
If you contact us, we may confirm your identity to ensure you are who you say you are and to better protect your privacy.
We may use technical means to overcome any methods you may use to block or interfere with such monitoring or audit.

Your information and Data

By uploading, inputting, transmitting, storing or otherwise making information available to the Developer Portal, you agree that we may use, display, perform, reproduce, modify and distribute such Data in connection with the Developer Portal, and without any compensation paid to you.

Ownership

As between Nutrien and you, we are the sole owner of the Developer Portal and Published APIs, and all associated technology and intellectual property rights, and we reserve all rights in and to the Developer Portal and Published APIs. We do not grant you any rights or licenses to any of our technology or intellectual property rights, except as expressly granted in this Agreement.

Other Important Legal Information

Limitations on liability and damages for use of Developer Portal:

Use of the Developer Portal and Published APIs is at your sole risk.
We do not promise that your use of the Developer Portal will be uninterrupted or that the Developer Portal or Published APIs will meet your requirements, be accurate or be error-free.
Certain features of the Developer Portal may permit you to upload or otherwise make Data available to the Developer Portal. You are solely responsible for your Data and the consequences of uploading or otherwise making Data available to the Developer Portal.
We have no responsibility, and will incur no liability whatsoever, arising from or related to Data not owned by you or any disclosure or use of your Data or Published APIs by a third party that you have granted access to your information on the Developer Portal.
We have no responsibility for providing you with any support, updates, upgrades, or other enhancements for the Developer Portal or Published API(s), and that we are under no obligation to create any updates, upgrades, or enhancements to the Developer Portal or API(s).
We are not responsible for any delays, limitations, delivery failures, losses or damages resulting from the transfer and transmission of data over communications facilities, including the internet.
Neither you nor Nutrien will be liable for any indirect, incidental, punitive, special or consequential damages under this Agreement, arising out of or related to the Developer Portal or Published APIs or for any claim by any third party.

Third party services:

You are solely responsible for all requirements for access to or use of the Developer Portal through your mobile device, internet or telecommunications provider, or the terms related to the use of any required additional software.
The Developer Portal may contain certain third-party software provided under separate licenses or enable access to third party websites, services, content or materials.

The terms and conditions of the applicable license control use of any third-party software, websites, services, content or materials.
You bear all risk and will be solely responsible for obtaining any necessary rights and licenses, for any use of or access to any third party software, websites, services, content or materials.

Entire agreement:

This Agreement, constitutes the entire agreement between you and Nutrien pertaining to your use of the Developer Portal and supersedes all other agreements previously existing between you and Nutrien regarding your use of the Developer Portal.

Governing Law; Dispute Resolution and Arbitration

Governing law:

This Agreement and all conduct, disputes and causes of action related to this Agreement will be governed by the laws of the State of Colorado, without reference to conflict of law principles.

Updates to this Agreement

We may change this Agreement at any time and you will be asked to accept any such change when you log into the Developer Portal You can view the most current version of this Agreement at: [https://developer.nutrien.com]. The "Last Updated" legend at the top of this page indicates when this Agreement was last revised. Any changes to this Agreement will become effective upon your acceptance of the revised Agreement when you log into the Developer Portal. If you do not accept the new Agreement when you log into the Developer Portal, then your access will be denied.

Disclaimer of warranties

THE DEVELOPER PORTAL, PUBLISHED API(S), AND DOCUMENTATION ARE PROVIDED TO YOU "AS IS" AND WITH ALL FAULTS AND DEFECTS WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, WE ON OUR OWN BEHALF AND ON BEHALF OF OUR AFFILIATES AND SERVICE PROVIDERS, EXPRESSLY DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO THE DEVELOPER PORTAL, PUBLISHED API(S), AND DOCUMENTATION, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND WARRANTIES THAT MAY ARISE OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE, OR TRADE PRACTICE. WITHOUT LIMITATION TO THE FOREGOING, WE PROVIDE NO WARRANTY OR UNDERTAKING, AND MAKE NO REPRESENTATION OF ANY KIND THAT THE SERVICES PROVIDED WILL MEET THE YOUR REQUIREMENTS, ACHIEVE ANY INTENDED RESULTS, BE COMPATIBLE OR WORK WITH ANY OTHER SOFTWARE, APPLICATIONS, SYSTEMS, OR SERVICES, OPERATE WITHOUT INTERRUPTION, MEET ANY PERFORMANCE OR RELIABILITY STANDARDS OR BE ERROR FREE OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED. NO ORAL OR WRITTEN ADVICE OR INFORMATION PROVIDED BY US, OUR AFFILIATES, AGENTS, EMPLOYEES, AND SERVICE PROVIDERS, SHALL CREATE A WARRANTY, AND YOU ARE NOT ENTITLED TO RELY ON ANY SUCH ADVICE OR INFORMATION. THIS DISCLAIMER OF WARRANTIES IS AN ESSENTIAL CONDITION OF THIS TOU.

Notice and Electronic Communications

Any applicable notice, disclosure, authorization, acknowledgement or other document required to be given or made available ("Notice") will be in writing and delivered by e-mail. The receiving party will be deemed to have received such Notice upon delivery or transmission.

Notice to us must be sent to: contracts@nutrien.com

By installing, downloading, activating, accessing or using the Developer Portal, you expressly consent and agree that we may send you all Notices electronically to your primary e-mail address provided in your account.
Any Notices, agreements, disclosures or other communications that we send to you electronically will satisfy any legal communication requirements, including that such communications be in writing.
It is your responsibility to keep your primary e-mail address up to date so that we can communicate with you electronically.

If we send a Notice to your primary e-mail address on file and your primary e-mail address on file is incorrect, out of date, blocked by your service provider, or you are otherwise unable to receive electronic communications, we will be deemed to have provided the Notice to you.
You may need to add us to your contacts or e-mail address book so that you will be able to receive the Notices we send to you.
If electronic Notices sent to you by us are returned because of an invalid e-mail address, we may deem your account to be inactive, and you will not be able to transact any activity using your account until we receive a valid, working e-mail address from you.

If you want to change your e-mail address where we should send electronic Notices, you can update your primary e-mail address at any time in your account.

Terms and Conditions