Online Business Portal

Bayer Terms and Conditions for Retailers Paying with Credit Card or by ACH

August 13, 2020

Dear Retailer:

Welcome to Bayer's online business portal (“Online Business Portal”). If you have a credit line from Bayer, you can pay back your credit balance on this website (“Website” or “Site”) with either a Credit Card or by means of Automated Check Handling (“ACH”). Monsanto is now owned by Bayer.

These terms and conditions (the “Terms”) form an agreement between us and are in addition to any other agreements you may have with us or with anyone through whom you buy our products. These Terms just concern your use of this Website. They are supplemented by our traditional "paper" terms pertaining to your purchases, your eligibility for credit and your payment obligations. For now, this is just a Canadian Website for Canadian Bayer authorized retailers (a “Retailer”).

These Terms are addressed to you, the Retailer, whether you are a corporation, LLC, partnership, sole proprietorship, co-operative or some other form of entity. This Website is for your business use only and in using this Site you represent that you are a Bayer authorized retailer of products comprised of or containing Bayer technology.

When we say "we" and "us", it means Bayer and our affiliates and brands. And when we talk about this Website or Site, we mean this Online Business Portal but we don't mean third-party web sites.

This Website has recently been launched, and is still evolving.

Your use of this Site is subject to these Terms. They form a contract between us. If you violate any of these Terms, you will not be able to continue to use this Website, and Bayer and others may have remedies against you. A link to these Terms is posted prominently on the Home Page of this Website and will be continually available for your review. You can expect updates on the Home Page from time to time as we improve service.

Please read the Terms carefully.  By clicking on “Log In” on the initial page of the Site, you are indicating your understanding of, and agreement to, these Terms. If you don't agree to these Terms, you will not be able to use this Site at all. If you do agree to the Terms, we hope you find this Site useful. Your continued use of the Site will be all that is needed for you to agree to any updates to these Terms..

 

Purpose of the Website

The purpose of this Online Business Portal is to make doing business with us easier, faster and more organized. This Site gives you an easy and secure way to pay your credit line balance online and to see your monthly credit line statements and other information about your payment status on your transactions. Bayer will also have easier access to information concerning payment status, making alignment and communication with you easier.

Overview: How We Obtain and Handle Information About You and Your Transactions

We take the privacy of personal information and the confidentiality of your business information very seriously. We will comply with all privacy laws that apply to personal information and with our privacy policy, which can be read at https://www.cropscience.bayer.ca/en/Privacy-Statement.

All Bayer personnel who can see your payment status and personal information, and third parties such as payment processors or auditors who may see personal and financial information, are bound by confidentiality provisions acknowledging that they are not to misuse your information, or disclose it except as needed for transactions with you, or after it has been anonymized and aggregated with information about many other Retailers.

We will not sell your information.

More About Information Collection

We receive contact information, other personal information and business information by asking you to provide it through registration on the Website, completion of online transactional documents, and in response to your inquiries of us. All this information helps us communicate with you and satisfy your requests.

We may ask you if you have the required DEKALB Dealer Agreement or Retail Services Agreement with us, and what pesticide licenses and other licenses you hold, to make sure you would be an eligible, lawful recipient of the products you may purchase via the credit line. We also have an online record of your agreements and licenses, so we can look up that information. If you don't have the licenses or agreements you need, please contact Bayer.

For the processing of your data we will use specialized service contractors. Such service contractors are carefully selected and regularly monitored by us. They agree to only process personal data upon our instruction and strictly in accordance with our directives. They will not be allowed to use personally identifiable information for any reason other than providing the services.

However, Bayer may disclose any information you share on the Site, and the source or owner of it, if required to do so by law or legal process, to enforce these Terms, or to protect the rights of Bayer and its customers.

Self-Registration, Logging On, Passwords

You are probably viewing these Terms because you logged on to a Bayer site, and you are in the self-registration process for the Online Business Portal. When you log into a branded portal, a third party service logs your browser, your device type, but it does not know who you are, and we will not try to find out. It also captures information about your I.P. address, the pages in the Site which you visit from that address, time spent and any activities completed on each page, and the web site you visited just before and after this Site, and how the Site performed for you in terms of uptime and the speed of page-loading. We use this aggregated, anonymous data to diagnose problems with our web servers, increase our platform stability, and to understand how you use the Site and what you find most valuable, and what seems to increase or decrease sales, so that we can improve the Site. If, someday, we ever want to link this information to the Retailers it concerns, we will let you know.

USE OF "COOKIES" AND TRACKING TECHNOLOGY. BAYER AND ITS SERVICE PROVIDERS USE INDUSTRY PRACTICES AND METHODS, INCLUDING COOKIES AND OTHER TRACKING TECHNOLOGY, INCLUDING, WITHOUT LIMITATION, CLEAR GIFS, WEB BEACONS, IP ADDRESSES, AND LOG FILES, ETC. (“WEB TRACKING TECHNOLOGY”), TO ENABLE BAYER TO REVIEW VISITORS AND PAGES THAT A USER VISITS DURING EACH SITE SESSION. BAYER MAY LINK INFORMATION GATHERED USING WEB TRACKING TECHNOLOGY TO PERSONAL INFORMATION. BY USING THE SITE, YOU CONSENT TO THE USE OF SUCH WEB TRACKING TECHNOLOGY AND CONSENT TO ALL LEGAL USES OF PERSONAL AND NON–PERSONAL INFORMATION GATHERED THROUGH TRACKING TECHNOLOGY USED ON THE SITE OR BY BAYER THIRD-PARTY SERVICE PROVIDERS BY CONTINUING USE OF THE SITE.

When you make a payment on this Site, you are immediately transferred to a third party site that handles your credit card and ACH information. You can pay your bills and check the details of financing and payment status, and Bayer will have no access to your credit card or ACH information.

After you register, every time you come to the Site, a third party system automatically authenticates you and authorizes you to transact business on the Website. That's also true for Bayer personnel. We do this for your convenience, so that you can login and then move freely and safely around the Site without re-logging in. We also do it to make sure we don't get you mixed up with anyone else. A limited number of people in our IT department have access to passwords.

So, Specifically, Who Can See What About Your Transactions?

Bayer will see the personal information that we ask you to provide. Our credit department will be able to see how much your credit line is worth, your scheduled payments, how much you have paid, and whether you are ahead or behind on your payments. We will see your preferred payment method, such as credit card or wire transfer, but without any credit card info or bank account numbers. The payment processor can also see these statistics and also has access to your credit card number and ACH details.

Surveys

At times, our Site may request additional information through voluntary surveys. We use survey information to help us understand your needs and market demand, improve our processes, make our communications more timely and relevant, and enhance the usability and friendliness of the Site.

More about Third Parties on our Website and Third Party Websites

We include third-party services and content on our Website. When you use such third-party services or when you look at third-party content, communication data is exchanged between you and the third party for technical reasons, but not actually used for other reasons.

Third parties may have their own additional terms displayed on their site that enable you to conduct business with them. Please review these third party terms and privacy policies and make sure you understand them before you engage in any transaction with a third party.

In addition, as explained above, we use a third party gateway to process and store credit card and wire transfer payments and we never see those numbers. We have a "merchant bank" that processes credit card and ACH payments, but the merchant bank does not see credit card information connected to names or addresses. These third parties make sure that all transactions are accounted for and done securely. This saves time for you and us, because we do not have to process those transactions.

Complaints, claims, concerns, or questions regarding your dealings with a third party should be directed to that third party.

In addition, Bayer may also share personal information provided by you with third parties under the following circumstances:

·      When you consent to disclosure;

·      To comply with law, court orders, subpoena or legal process;

·      To enforce or apply Bayer's agreements or protect Bayer and its rights;

·      By operation of law, if our business changes hands.

Disclaimer

Bayer does not control and is not responsible for any third-party content on, or linked to, this Site. And we are not responsible for any changes to such third-party information or sites. We are providing third party information and links only as a convenience. We make good faith efforts to use reputable third parties, but no endorsement is implied. We are not responsible for the availability or contents of such websites, and we are not liable for damage or injury resulting from the use of such third party content or websites. This disclaimer and other exceptions to Bayer's liability will apply, notwithstanding any "failure of essential purpose" of these terms.

Correcting Information

You must update or correct your personal and business information whenever it changes and if you ever discover a mistake in it. You may notify us via the Contact Us section of this Site so that we can make any changes needed in our records. However, no changes to personal information can be made where the change would result in incorrect information or would alter a completed transaction.

You may withdraw your consent to the collection or use of personal information you provided through this Site at any time by sending an email message to the Privacy Officer, as set forth in our privacy policies. You must identify yourself and describe the personal information which you believe has been collected through this Site. However, this will mean that you will not be able to complete transactions or take advantage of the conveniences of the Site.

How Long We Keep Your Info

We may keep your information even if you cease being our customer, to comply with laws and our records management program, or to exercise the right to protect our business.

Data Security

Although there are no guarantees of security in the data security world, we take steps to reduce the likelihood of accidental disclosures and unintended access and modification of account information.

When third parties receive your personal or business data for purposes you have authorized, we rely on technical and organizational means to assure that applicable data security regulations are followed. Our data protections include encryption under certain circumstances, and we require that other entities with access to your information have data security similar to ours. Our precautions include technical means, and policies and procedures that our staff is trained to follow. We identify security risks and establish physical, technical and IT safeguards, and personnel procedures and training to prevent unauthorized access.

All of your information is restricted in our offices or in locked storage. Bayer employees are kept up-to-date on our security and privacy practices. Any time new policies are added, relevant employees are notified and/or reminded about the importance we place on privacy and confidentiality, and what they can do to ensure our customers' information is protected.

We require outside service providers and all third parties that use this Website to agree that they will implement data security measures designed to prevent data breaches and unauthorized disclosures of confidential information.

If you should ever have a reason to believe that your information is no longer secure in our system, please immediately contact us via the Contact Us section of this Site.

Bayer's Rights

Of course, you have a right to use the information you enter on the Site, but we will always be the sole owner of all information that our customers send to us. Your use of this Site means you are consenting to our use of such information to promote products and services to you unless you tell us not to, and of course we can use it for the purposes of this Site.

Discontinuance, Termination

Bayer may modify or discontinue the Site, or these terms and conditions, or any information or other content (text, content, logos, images, graphics, photos, video files, application functionality, or any other digital media, and their arrangement on this Site ("Content")) we put on the Site, or we may terminate this specific agreement with you, for any lawful reason, upon three days' prior written notice where feasible.

No Warranties

Bayer is committed, in good faith, to running the Site in a responsible manner. However, to the extent the law allows, the Content we provide on this Site is provided "as is" and "with all faults". Bayer makes no warranty or representation, either express or implied, as to its use, availability, content, accuracy, fitness for a particular purpose, merchantability, compatibility with your computer, freedom of errors or viruses, appropriateness or performance of this Site. We are not responsible in the unlikely event that use of this Site might cause you any damages. But the foregoing disclaimer of warranties does not apply to any product warranties set forth on product labels or under any written warranty terms expressly and additionally agreed to between you and Bayer respecting the sale of such products. For such products, any warranty that may be found on such label or in express, additional written agreements, controls Bayer's liability for such product.

Transferability

You may not transfer your rights or obligations under this agreement to anyone else without the written consent of Bayer. If you transfer your rights or obligations with Bayer's consent or by operation of law, these terms and conditions are binding on the person or entity receiving the transferred rights or obligations.

Limitation of Bayer's Liability

To the extent that the law allows, you assume full responsibility for all costs associated with all necessary servicing or repairs of any equipment that you use in connection with your use of this Site. We are not liable for any damages related to your use of or inability to use this Site, or for damages due to delays related to the use of the Site or the transmission of information over the internet, or for any damages caused by a third party.

Remedies

In addition to any damages that Bayer may be entitled to receive under this agreement for causes such as breach of this agreement, Bayer will be entitled to injunctive relief ordering you to refrain from taking certain actions, if you breach any provision of this agreement having to do with confidentiality, intellectual property, data security or unacceptable uses of the Website, or if you commit fraud or illegal activity related to the Site.

More About Your Responsibilities

Content

You are fully responsible for the content and correctness of anything that you send to us as well as for the non-violation of any rights that a third party may have in such details.

You assume full responsibility for all activity conducted on this Website that can be linked or traced back to your username or password unless you can show that someone other than a representative of the Retailer did something, or failed to do something, that caused the breach of confidentiality.

If You Discontinue

If either party terminates this agreement or if you stop using this Website for whatever reason, you must destroy any downloaded or printed materials obtained from this Site other than your records of your transactions.

More about Passwords

You will keep your password confidential because it is the key to access to the information held by Bayer about you. You may not share your password with anyone.

Confidentiality

You should assume that the information that you find on this Website is confidential and/or proprietary property of Bayer or others. You should not disclose it to anyone who does not need to know it for the purpose of completing or recording transactions with you on the Website.

Legitimate Uses of this Website

You agree to use the Site solely for legitimate purposes.

When registering for a User Name, you agree that you will use only accurate and truthful information about yourself and you will not imitate any other person or assume a false identity.

"You agree to immediately notify us of any unauthorized use of your Password, User Name or the Site, or any other breach of security (send your notice to us via the Contact Us section of this Site). We will notify you, in accordance with applicable law, if we detect any unauthorized use of your Password, User Name or other information you supply to us on this Site, but we cannot guarantee that we will always detect such misuse.

Unacceptable uses of the Site

Of course, you may not use our Site or content for any unlawful purpose; or to violate our intellectual property rights or those of others; or to harass, abuse, insult, harm, defame, slander, disparage, intimidate, or discriminate based on gender, sexual orientation, gender identity, religion, ethnicity, race, age, national origin, or disability; or to submit false or misleading information; or to upload or transmit viruses or any other type of malicious code that will or may be used in any way to affect the functionality or operation of our Sites, other websites, or the internet, or to collect or track the personal information of others; or to spam, phish (email fraud), pharm (web traffic redirection fraud), pretext, spider, crawl, or scrape; or to interfere with or circumvent the security features of our Website, other websites, or the internet.

You may not modify, edit, adapt, alter, translate, transfer, export, enhance, disassemble, scrape, reverse engineer or decompile any code, script or software or Content of this Site. Any unauthorized use described in this section is expressly prohibited and constitutes a violation of copyright, trademark law or other industrial property rights.

Trademarks, Copyrights and Other Intellectual Property

The trademarks, trade names, trade dress, service marks and logos (the "Trademarks") displayed on this Site are registered and unregistered Trademarks of Bayer and others. You may not use any Trademark displayed on the Site, without the written permission of Bayer or any third party that may own the Trademarks. This means that you may not use the name of Bayer or the Bayer logo in any way, including in advertising or by distributing anything on this Website, without prior written permission from Bayer.

All Content is subject to patent, copyright, and other intellectual property protection. You may use, display and print the Content on this Site only for your transactions with us.

You may not do anything to the Software forming the Site.

Unenforceability

If it should happen that one of these Terms is not legally enforceable in some particular location, that particular term will be treated as if it did not exist, but the rest of the agreement will stay intact.

Waiver

If either party waives any of its rights under this agreement on a particular occasion, the waiver is only good for that particular circumstance.

Your Indemnification Obligation

You agree to defend, indemnify and hold harmless Bayer its affiliates and their respective directors, officers, employees and agents against all damages, claims and expenses, including lawyer’s fees, arising out of your misuse of the Site or any information on it, or your transmission of information, data, material or Content on the Site other than as contemplated for the purpose of making transactions, or your misrepresentations or fraud, or your violation of any third party's rights, or any dispute between you and a third party.

Jurisdiction and Venue

These Terms will be construed in accordance with the laws of the province of Alberta, Canada, without regard to its conflicts of law rules. For all disputes relating to this Website or these Terms, we will both submit to the exclusive personal jurisdiction and venue of the Court of Queen’s Bench of Alberta situated in Calgary, Alberta.

Notice and Consent to Electronic Communications

You consent to receive communications from us electronically. We will communicate with you by e-mail or by posting notices on our Sites. You agree that all agreements, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement that such communications be signed in writing.

You irrevocably consent to being contacted according to the contact information which you provide or update on the Site.

No Other Agreements

By agreeing to these Terms, you represent that you are at least the age of majority in your province of residence. These Terms constitute the entire agreement between you and Bayer related to the use of this Site.

Survival of Provisions

The provisions which, by their nature, are intended to survive the termination of this Agreement shall do so.

Non-Applicable Laws

The United Nations Convention on Contracts for the International Sale of Goods are expressly disclaimed.

Security Laws

You represent and warrant that you are not located in a country subject to a Canadian or U.S.A. government embargo or designated by the Canadian or U.S.A. government as a terrorist supporting country. You also warrant that you are not listed on any Canadian or U.S.A. government list of prohibited or restricted parties.

Authority to Bind

The user of the Website declares that he or she has the authority to bind the Retailer and the user and Retailer accept the Terms and this agreement and that all information that user and Retailer has supplied is correct to the best of the user’s and Retailer’s knowledge.