Terms and Conditions of Use for Dealers, Retailers, Seedsmen and Farmers Using the Portals Covered by These Terms and Conditions
Dear Farmers, Dealers, Retailers and Seedsmen ("Customers"),
Welcome to the Terms and Conditions of Use for the Bayer Business Portals.
These Terms and Conditions of Use ("Terms") cover four portals: One for MyCROP, for dealers to make payments and view transaction information; one for retailers using Bayer PLUS Retailer Portal to view their grower level transaction data and Bayer PLUS Rewards information; one for Channel Brand Seedsmen using Seedsman Source to view transactions; and one for farmers using the online business portal to pay credit balances for purchases from Bayer by Automated Clearing House ("ACH") or by credit card.
Last update: April 14th, 2022
More about the purpose of these portals:
· Dealers using MyCROP to make payments and view various transactions;
· Retailers using Bayer PLUS Retailer Portal to view their grower level transaction data and Bayer PLUS Rewards information;
· Seedsmen using Seedsman Source to view various transactions;
· Farmers and dealers using regional Digital Payments Portals to pay Bayer by credit card or by ACH.
If you use any of the portals other than Seedsman Source, and if you have a credit line from Bayer, you can make payments of your balance on the portal with either a credit card or by means of ACH. This is true whether you are buying seeds, traits, crop protection products or seed growth products.
These Terms are in addition to, and supplemented by, any other agreements you may have with Bayer, a Bayer affiliate, or with anyone through whom you buy Bayer-branded products, regarding your purchases, your credit application and eligibility for credit and your payment obligations.
These Terms are addressed to you whether you are a corporation, LLC, partnership, sole proprietorship, some other entity, or an individual. You are responsible for what your workers and agents do. This Portal is for your business use only.
When we say "we," it means Bayer CropScience LP ("Bayer"). When we refer to "you," it means you the Customer, unless we say otherwise. And when we talk about this "Portal," we mean the various web-based Bayer Business Portals listed above, but we don't mean third-party websites.
Your use of this Portal is subject to these Terms. Please do not use this Portal unless you agree with these Terms. They form a contract between you and Bayer. This Portal has been developed by Bayer and is administered by the same. We reserve the right to discontinue or make partial or complete modifications to this Portal or to these Terms. Please note that we may make such changes at our own discretion and without prior announcement. We must therefore ask you, next time you visit this Portal, to view these Terms again and to note any changes or amendments that may have been made.
Please read these Terms carefully, then click "I Agree" at the end to indicate your understanding of, and agreement to, these Terms.
Purpose of the Portals
The purpose of this Portal is to make doing business with us easier, faster and more organized. This Portal gives you an easy and secure way to do business with us, to pay your outstanding balance online and to see your statements and payment status, and, for MyCrop and Seedsman Source portals, to see other information about your payment status on your transactions. Bayer will also have easier access to information about aspects of your transactions, making alignment and communication with you easier.
MyCROP, Bayer PLUS Retailer Portal, and Seedsman Source also give Dealers, Retailers and Seedsmen additional information about their sales and farmers' purchases.
Trademarks, Copyrights and Other Intellectual Property
The trademarks, trade names, trade dress, service marks and logos (the "Trademarks") displayed on this Portal are the property of Bayer, unless otherwise noted or in any other way perceivable as third-party rights. You may not use any Trademark displayed on the Portal 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 logos or regional brand names in any way, including in advertising or by distributing anything on this Portal, without prior written permission from Bayer.
The text, content, logos, images, graphics, photos, video files, application functionality, or any other digital media, and their arrangement on this Portal ("Content") are all subject to patent, copyright, and other intellectual property protection and are the property of Bayer, unless otherwise noted or in any other way perceivable as third-party rights. You may use, display and print the materials on this Portal only for your transactions with us.
You may not do anything to the software forming the Portal. You may not distribute anything from the Portal 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 Portal.
Surveys
At times, our Portal 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 Portal.
Websites of Third-Party Vendors/Links
We include third-party services and content on our Portal. By providing links to third-party websites, Bayer does not give its approval to their contents. Neither does Bayer accept any responsibility for the availability or the contents of such websites or any liability for damage or injury resulting from the use of such contents, of whatever form. Bayer offers no guarantee that pages linked to provide information of consistent quality. Links to other websites are provided merely for the sake of convenience. You access such websites at your own risk. The choice of links should in no way restrict you to the linked pages.
Third parties may have their own additional terms displayed on their websites 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 Portal which they are trouble-shooting. In MyCROP and Seedsman Source, they can do this either with you online, or on their own, to troubleshoot for your convenience without you having to be logged in.
Complaints, claims, concerns, or questions regarding your dealings with a third party should be directed to that third party.
Details Supplied by Yourself
You are fully responsible for the content and correctness of details you send to Bayer as well as the non-violation of any third-party rights that may be involved in such details. You give consent for Bayer to store such details and to use the same for the purpose of statistical analysis or for any other business purpose, unless the information involves personal data. Please see our Privacy Statement, available online at https://www.cropscience.bayer.us/privacy-statement, for further information regarding the collection and use of your personal data. In case personal data is not affected, Bayer is entitled to use such contents, including ideas, inventions, blueprints, techniques and expertise contained therein, for any purpose, such as the development, production and/or marketing of products or services and to reproduce such information and make it available to third parties without any limitations.
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 Portal 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.
Limited Liability
Bayer has compiled the detailed information provided on this Portal from internal and external sources to the best of its knowledge and belief, using professional diligence. We endeavor to expand and update this range of information on an ongoing basis. No representation is made or warranty given, either expressly or tacitly, for the completeness or correctness of the information on this Portal. Please be aware that this information although accurate on the day it was published may no longer be up to date. We therefore recommend that you check any information you obtain from this Portal prior to using it in whatever form. Should you require any advice or instructions concerning our products or services, please contact us directly. Users of this Portal declare that they agree to access the Portal and its Content at their own risk. Neither Bayer nor third parties involved in the writing, production or transmission of this Portal can be held liable for damage or injury resulting from access or the impossibility of access or from the use or impossibility of use of this Portal or from the fact that you have relied on information given on this Portal.
If You Discontinue
If either party terminates this Agreement or if you stop using this Portal for whatever reason, you must destroy any downloaded or printed materials obtained from this Portal other than your records of your transactions.
Access Rights
Please note that you are obliged to protect your access rights from unauthorized third-party use. You agree to keep your login information for this Portal, including your user name and password, confidential and to prevent unauthorized users from using your login information to access this Portal. You must notify Bayer immediately if you learn that security has been violated in respect of any details available on this Portal or if unauthorized persons have obtained your access rights or if you have found indications that such access might become possible.
Confidentiality
You should assume that the information that you find on this Portal 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 Portal.
Unacceptable Uses of the Portal
Of course, you may not use this Portal 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 this Portal, 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 this Portal, 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 Portal. 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.
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 these Terms 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 and its affiliates and their respective directors, officers, employees and agents against all damages, claims and expenses, including attorneys' fees, arising out of your misuse of the Portal or any information on it, or your transmission of information, data, material or Content on the Portal 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 State of Missouri, USA, without regard to its conflicts of law rules. For all disputes relating to this Portal or these Terms, we will both submit to the exclusive personal jurisdiction and venue of the St. Louis County Circuit Court in Missouri.
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 this Portal. 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.
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 Uniform Computer Information Transactions Act and the United Nations convention on contracts for the International Sale of Goods are expressly disclaimed.
USA Patriot Act
Customer Identification Program - Enacted to help the government fight the funding of terrorism and money laundering activities. You represent and warrant that you are not located in a country subject to a US government embargo or designated by the U.S. government as a terrorist supporting country. You also warrant that you are not listed on any U.S. government list of prohibited or restricted parties.