Bayer Terms and Conditions for Dealers Paying Monsanto and Bayer with Boleto and Wire Transfer

July 23, 2020 Stage Cloud

Introduction

Dear Customer:

Welcome to the Online Business Portal of Bayer Crop Science, Delta Pine and Monsanto Company, a Bayer subsidiary. You can make payments on your balance on this Website with either using a Boleto or by Wire Transfer. This is true whether you are buying seeds, traits, crop protection products or seed treatments, as long as you are paying us by Boleto or Wire Transfer.

These terms and conditions 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.

These Terms and Conditions are addressed to you, our customer, whether you are a corporation, LLC, partnership, sole proprietorship, some other entity, or, perhaps in a rare case, an individual. You are responsible for what their workers or agents do. This Website is for your business use only.

When we say "we" and "us", it means Bayer and its affiliates including Monsanto, and the Bayer 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 Web Site and they 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, then click "I Agree" at the end to indicate 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. 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 outstanding balance online and to see your statements and other information about your payment status on your transactions including a Activity Summary Report. Bayer will also have easier access to information concerning payment status, making communication with you easier.

Overview: How We Obtain and Handle Information About Dealers and Their Transactions

We take the privacy of your personal information and the confidentiality of your business information very seriously. We will comply with all privacy laws that apply to your personal information and with our privacy policy, which can be read at https://www.agro.bayer.com.br/politica-de-privacidade.

All of our personnel who can see your information and payment status, and third parties such as payment processors or auditors who may see financial or other 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 dealers.

We will not sell your information.

More About Information Collection:

We receive contact 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.

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 your data upon our instruction and strictly in accordance with our directives. They will not be allowed to use your confidential 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 viewing these Terms and Conditions because you are in the self-registration process for the Online Business Portal. When you log into portal, a third-party service logs your browser, your device type, and the fact that you are a customer, 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 dealers it concerns, we will let you know.

When you make a payment on this Site, you are immediately transferred to a third-party site that handles your Boleto and Wire Transfer. You can pay your bills and check the details of financing and payment status, and Bayer will have no access to your bank account 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 our 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?

We will see the 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, but without any credit card info or bank account numbers. The payment processor can also see these statistics and also has access to your Boleto number and Wire Transfer 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 are exchanged between you and the third party for technical reasons, but not actually used.

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 make sure you understand them before you engage in any transaction with a third party.

We have a helpdesk run by a third party, and if you request help, they will be able to see the information pertaining to you on the part of the Website which they are trouble-shooting.

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 confidential information about 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 our agreements or protect Bayer and its rights;

By operation of law, if our business changes hands.

Disclaimer

We do 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 contact and other 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 information can be made where the change would result in incorrect information or would alter a completed transaction.

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 contact or business data for purposes you have authorized, we rely on technical and organizational means to assure that applicable data security regulations are followed. We require that other entities with access to your information have data security similar to ours.

Our precautions include technical means, such as encryption, 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.

Access to all of your information is restricted on computer systems, and 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, our 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 own all information that our customers send to us. We can use it to promote products and services to you 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 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 from 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. For such products, any warranty that may be found on such label and our "paper" agreement with you as a dealer controls our liability for such product.

Transferability

You may not transfer your rights or obligations under this agreement to anyone else without Bayer's written consent. 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 we may be entitled to receive under this Agreement for causes such as breach of this Agreement, we will be entitled to injunctive relief ordering you to refrain from taking certain actions, if you breach any provision of this Agreement or your Dealer 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 we or a third party may have.

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 clearly show that someone other than yourself or your company did something, or failed to do something, that caused the breach.

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 us 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 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 Web Sites, other websites, or the Internet.

You may not modify, edit, adapt, alter, translate, transfer, export, enhance, disassemble, 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 confidentiality, data security, copyright, trademark law or other business 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, Monsanto 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 Monsanto or Bayer, or the Monsanto or Bayer logos in any way, including in advertising or by distributing anything on this Website, without prior written permission from Monsanto.

The text, content, logos, images, graphics, photos, video files, application functionality, or any other digital media, and their arrangement on this Site ("Content") are all subject to patent, copyright, and other intellectual property protection. You may use, display and print the materials on this Site only for your transactions with us.

You may not do anything to the Software forming the Site. You may not distribute anything from the Website to anyone, except that you may make information about you and your transactions available to us, and those with whom you do business through this Site.

Your Indemnification Obligation

You agree to defend, indemnify and hold harmless Bayer Group and their respective directors, officers, employees and agents against all damages, claims and expenses, including attorneys' 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 Federative Republic of Brazil, 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 city of São Paulo, Brazil. Applicable law

Any legal claim or legal action relating to this website or its use is subject to interpretation of the laws of the Federative Republic of Brazil.

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.

Authority to Sign

The undersigned declares that he or she has the authority to sign this Agreement and that all information that the undersigned or the company has supplied is correct to the best of their knowledge.

Effective Date: These terms are effective as of July 23, 2020 and govern your access to this site until a revision is posted.