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TERMS AND
CONDITIONS OF USE (“Agreement”)
Welcome to the [Smart Agro Lite]
mobile application (the “App”). This App is published by or on behalf of
Syngenta
Crop Protection Sdn. Bhd (including
its assignees, affiliates and successors- “Syngenta”). The App primarily
serves the [Field Force of
Syngenta in Malaysia] and provides various services including but not
limited to [planning and
tracking campaign activities, collecting grower and retailer data, uploading
event photos] (the “Services”).
By downloading, accessing
or using the App or Services, you agree to be bound by the terms and conditions
of this Agreement and that you have read and understood all provisions herein.
By using or accessing the App or registering to do so (“register”, “registering”
or “registration”), you shall be deemed to have agreed to all terms and
conditions in this Agreement and you further agree that Syngenta is a mere
facilitator for all instances of the Services and such Services are availed to
you in your individual capacity in accordance with this Agreement.
If you have any questions
or concerns regarding this Agreement, please contact Syngenta via the App,
email [SmartAgro.Support@syngenta.com].
1.
Eligibility and Registration
Registration is required
to access and use the App. By Registering, you agree, represent and warrant
that:
(a)
You are fully able, competent and authorised in
accordance with and defined under applicable laws to enter
into and agree to the terms, conditions, obligations, representations
and warranties set out in this Agreement;
(b)
Your Registration, access or use of the App or any of
the Services has not been previously terminated or otherwise restricted by
Syngenta and shall not violate any applicable laws or regulations; and
(c)
All information provided or to be provided by you in
connection with the Registration, App and Services is true, accurate, current
and complete, and Syngenta is not responsible or liable for verifying any such
information or your eligibility or authority to Register or use the App or any
of the Services.
2.
Use of the App and Services
(a)
Upon successful Registration by you, Syngenta grants
to you for the duration of the Term (defined below) of this Agreement, a
non-exclusive, non-transferable, revocable, non-sub licensable, limited license
to use and access the App and Services in accordance with this Agreement and
for your internal business use only. For the avoidance of doubt, nothing in
this Agreement shall be construed as granting to you any intellectual property
or other proprietary right relating to or in the App or any of the Services.
Syngenta reserves all rights not expressly granted to you hereunder.
(b)
Any use of or access to the App or any of the
Services by you for purposes not expressly permitted by this Agreement is
strictly prohibited. You shall remain responsible for all activities conducted
or caused to be conducted by you on or in relation to the App and shall ensure
that all acts by you are fully compliant with all applicable laws and
regulations.
3. Availiabity and
third-party services and content
(a)
While Syngenta takes commercially reasonable efforts
to make the Services available to you via the App, Syngenta does not guarantee availability of the App or Services at all times.
You acknowledge and agree that as the App and Services are provided over the
Internet and data and cellular networks, the quality and availability of the
same may be affected by factors outside Syngenta’s control. Syngenta shall not
be responsible or liable for any non-availability, disruption or otherwise of
the App or any of the Services.
(b)
Syngenta may link to or offer third-party services (“Third-Party
Services”) in the App as part of the Services. Any purchase, enabling, or
engagement of such Third-Party Services and any exchange of information and
data between you and any provider of such Third-Party Services (“Third-Party
Service Provider”) shall be solely between you and the Third-Party Service
Provider and is subject to its terms and conditions. Syngenta does not endorse
or support any such Third-Party Services and shall not be responsible or liable
for (a) any Third-Party Services or any other third-party material or content
within or linked from the App or Services; (b) any personal information
disclosed to other users of the App by you; or (c) the conduct of you or any
other users of the App.
(c)
If you purchase, enable or engage any Third-Party
Service(s) for use in connection with the Services, you acknowledge that
Syngenta may allow relevant Third-Party Service Provider(s) to access your
information and data used in connection with the Services for the
interoperation of such Third-Party Service(s) with the Services. You represent
and warrant that your use of any Third-Party Service indicates your independent
consent to the access and use of your information and data by the relevant
Third-Party Service Provider(s), and you agree that Syngenta shall not be
responsible or liable for such access or use, which you acknowledge and agree
is outside of Syngenta’s control. Syngenta shall not be responsible or liable
for any disclosure, modification or deletion of information or data resulting
from any such Third-Party Service Provider’s access or use or any claims,
damages, liabilities or losses suffered or incurred by you or any third party
arising from or relating to any Third-Party Services or any use thereof.
4. Account management
You
agree that:
(a)
you shall be responsible for maintaining the
confidentiality of your App login credentials generated at the time of
Registration (“Login Credentials”);
(b)
you shall notify Syngenta immediately in the event of
any unauthorised use of your Login Credentials and use reasonable efforts to
prevent any unauthorised use of the App or Services that is known or suspected
by you; and
(c)
Syngenta shall not be responsible or liable for any
use, unauthorised use or misuse of any Login Credentials or any loss of data or
functionality arising from such use, unauthorised use or misuse.
5. Term and Termination
(a)
This Agreement shall come into effect at the time of
your Registration and shall be in force until terminated in accordance with
Clause 5 (b) (the “Term”).
(b)
This Agreement and your right to access and use the
App and Services under this Agreement shall terminate immediately upon:
(i)
your breach of any obligation under or term of this
Agreement; or
(ii)
if Syngenta is unable to verify or authenticate any
information provided by you.
(c)
Syngenta may, at its sole discretion, suspend or
reinstate any suspended user of the App. In the event of any suspension of your
account, you agree not to Register or attempt to Register until such time that
your account is reinstated by Syngenta.
(d)
Upon any expiry or termination of this Agreement:
(i)
you shall immediately cease your use of the App and Services;
(ii)
you shall remain responsible and liable for all
Services requested or accessed by you in accordance with the terms of this
Agreement, even if such Services may be delivered or completed after the expiry
or termination date; and
(iii)
to the full extent permitted by applicable laws, you
shall have no claim against Syngenta for the payment of any damages,
compensation or liabilities of any kind whether on account of present or
prospective loss of profits or goodwill or any similar loss or for any
expenditures, investments, commitments or otherwise.
6. Restrictions
on use of the app
(a)
At all times
during the Term, you shall not:
(i)
engage in any sales or other commercial activities
(including but not limited to contests, barter, advertising or buying or
selling) relating to virtual items within the App or Services without
Syngenta’s prior written consent;
(ii)
interfere with the use of the App by any third party
authorised to do so;
(iii)
infringe any rights of any third party, including but
not limited to any intellectual property or privacy rights;
(iv)
trade or offer or attempt to trade in any manner any
item which is prohibited or restricted under any applicable laws, rules,
regulations or guidelines in force from time to time;
(v)
use any deep link, web scrape, bot, web crawler,
automatic device, program, algorithm, methodology or other process to access,
acquire, copy or monitor the App, Services or any content therein or any part thereof;
(vi)
reproduce or circumvent in any manner the navigational
structure, presentation or interface of the App or Services or any content
therein, or obtain (or attempt or cause to be obtained) any material,
documents, information or access through any means not expressly or
specifically made available to you through the App; or
(vii)
probe, scan or test the vulnerability of the App or
any connected network or breach any of the security or authentication measures
within the App or any connected network. You further agree to not trace or
conduct any reverse lookup on any information made available on the App or
Services or any other user of the App or Services.
(b)
The App or Services may allow you to submit or post
materials (including but not limited to comments, ratings and reviews, pictures
and videos). Your use of such features must comply with all applicable laws and
regulations and Syngenta’s submission guidelines and instructions, as updated
from time to time. Syngenta reserves the right to remove any material that
violates applicable laws, regulations or its submission guidelines or
instructions.
7. Competitions
If you participate in any competition
run within or through the App, you agree to be bound by the rules of such
competition and any other instructions specified by Syngenta from time to time
and by the decisions of Syngenta, which are final in all matters relating to
such competition. Syngenta reserves the right to disqualify any participant or
winner in its sole discretion without notice.
8. An-app
voucher codes
Any in-App voucher codes issued by
Syngenta shall be used in accordance with all applicable terms and conditions
and may be revoked or terminated by Syngenta without notice.
9. Intellectual
Property
(a)
You agree that the App and
Services, including but not limited to any content, graphics, user interface,
audio and video clips, scripts and software within, relating to or used to
implement the App and/or Services (collectively, “Content”) contain
proprietary information and material owned by Syngenta, its licensors and/or
content providers and protected by applicable intellectual property and other
laws. No right or license in respect of any such Content is granted to you. You
agree that you shall not use such Content, proprietary information or materials
in any manner except for purposes of using the App or Services for personal,
non-commercial uses in accordance with this Agreement. No portion of the App,
Services or Content may be copied, republished, uploaded, transmitted,
transferred or reproduced in any form or by any means, except as expressly
permitted by this Agreement. You agree not to exploit, modify, rent, loan,
sell, share, or distribute the App, Services or Content in any manner not
expressly authorised by Syngenta. Any rights not expressly and unequivocally
granted to you under this Agreement are hereby reserved.
For purposes of
this Agreement, any use for which you may receive remuneration, whether
monetary or otherwise, shall be deemed a commercial use.
(b)
All trademarks, service marks and logos used in relation
to or contained in the App (collectively, the “Syngenta Marks”) are
owned by Syngenta or its group companies or licensors. No right or license in
respect of any of the Syngenta Marks is granted to you. You shall not use,
copy, edit, vary, reproduce, publish, display, distribute, store, transmit,
commercially exploit or disseminate any of the Syngenta Marks without
Syngenta’s prior written consent. For clarity, Syngenta owns all rights, title
and interest in the App and any intellectual property created or developed by
Syngenta in respect thereof.
(c)
You may download and use information relating to
Syngenta’s products made available to you on the App (“Product Information”),
provided you:
(i)
use such Product Information for personal,
non-commercial purposes only;
(ii)
do not copy or post such Product Information on any
network computer or broadcast it to or on any media;
(iii)
do not make any modifications to any such Product
Information; and
(iv)
do not make any representations or warranties relating
to such Product Information.
10. Indemnity
and limitation of liability
(a)
You agree to indemnify and hold harmless Syngenta, its
group companies and affiliates and its and their directors, officers,
employees, agents, contractors, licensors and licensees (“Syngenta Entities”)
with respect to all losses (including but not limited to all reasonable legal
costs and attorney fees), damages, penalties, claims, demands, actions arising
from:
(i)
your breach of this Agreement or any applicable
laws or regulations;
(ii)
your use of the App and/or Services, or any action
taken by Syngenta or any of the Syngenta Entities as part of its investigation
of a suspected violation of this Agreement or as a result of
its finding or decision that a violation of this Agreement has occurred; or
(iii)
your infringement of any third party
rights, including but not limited to intellectual property rights.
(b)
You agree that you shall not commence any action or
recover any losses or damages from Syngenta or any of the Syngenta Entities as
a result of Syngenta’s or any of the Syngenta Entities’ decision to remove or
deny access to any information or content, suspend or terminate your access to
the App or Services, or take any other action during the investigation of a
suspected violation or as a result of Syngenta’s conclusion that a violation of
this Agreement has occurred. This waiver and indemnity provision applies to all
violations described in or contemplated by this Agreement.
(c)
Notwithstanding the foregoing, if you breach this
Agreement or any applicable laws or regulations, Syngenta reserves the right to
recover any amounts due and owing by you and/or take strict legal action,
including but not limited to initiating criminal or other proceedings against
you.
(d)
to the extent not prohibited by law, in no event shall
Syngenta or any of Syngenta Entities be liable for personal injury or any
incidental, special, direct, indirect or consequential damages whatsoever,
including without limitation, damages for loss of profits, corruption or loss
of data, failure to transmit or receive any data, business interruption or any
other commercial damages or losses, arising out of or related to your use of or
inability to use or any interruption, modification, suspension or termination
of the app or any of the services, however caused, regardless of the theory of
liability (contract, tort, or otherwise) and even if Syngenta has been advised
of the possibility of such damages. the foregoing limitations of liability
shall apply notwithstanding the failure of essential purpose of any limited
warranty or remedy herein.
(e)
While Syngenta shall use reasonable efforts to protect
information submitted by you in connection with the App or Services, you agree
that your submission of such information is at your sole risk, and you hereby
release Syngenta from any and all liability to you for
any loss or liability relating to such information in any manner.
(f)
Syngenta is not responsible for data charges you may
incur in connection with your use of the app or services.
11. No warranty
(a)
Syngenta does not guarantee, represent or warrant that the app
or services will be free from loss, corruption, attack, viruses, interference,
hacking, or other security intrusion, and you hereby release Syngenta from any and all liability relating thereto. you shall be
responsible for backing up your own system, including any content purchased or
acquired through the app or services.
(b)
Syngenta does not guarantee, represent, or warrant that your
use of the services will be uninterrupted or error-free, and you agree that Syngenta
may at any time cancel or remove the app or services for indefinite periods of
time or otherwise limit or disable your access to the app or services without notice to you.
(c)
You expressly acknowledge and agree that use of the app
and services is at your sole risk. to the maximum
extent permitted by applicable law, the app and services are provided "as
is" and “as available,” with all faults and without warranties of any
kind, and Syngenta hereby disclaims all warranties and conditions with respect
to the app and services, either express, implied, or statutory, including but
not limited to the implied warranties and/or conditions of merchantability,
satisfactory quality, fitness for a particular purpose, accuracy, quiet
enjoyment and non-infringement of third-party rights. No oral or written
information or advice given by Syngenta or any of the Syngenta entities shall
create a warranty. Should the App or any of the Services prove defective, you
assume the entire cost of all necessary servicing, repair, or correction
incurred or suffered by you.
(d)
You agree that unless required by applicable law, Syngenta
has no responsibility to continue making content available to you through the App
or Services, and Syngenta shall not be responsible or liable if the app,
services or any related content, including but not limited to purchased
content, becomes unavailable for any purpose or in any manner.
12. General
(a)
This Agreement constitutes the entire agreement
between you and Syngenta and governs your use of the App and Services,
superseding any prior agreements with respect to the same subject matter
between you and Syngenta. You may also be subject to additional terms and
conditions that may apply when you make transactions or use any affiliate
services, Third-Party Services or third-party software.
(b)
If any part of this Agreement is held invalid or
unenforceable, that portion shall be construed in a manner consistent with
applicable laws to reflect, as nearly as possible, the original intentions of
the parties, and all remaining portions shall remain in full force and effect.
Syngenta’s failure to enforce any right or provisions in this Agreement shall
not constitute a waiver of such or any other provision. Syngenta shall not be
responsible for failures to fulfil any obligations due to reasons beyond its
control.
(c)
Syngenta may notify you on matters relating to the App
and/or Services by sending an email to your email address or a letter via
postal mail to your mailing address, or by a posting on the App. Notices shall
become effective immediately. Syngenta may also contact you by email or push
notification to send you additional information about the App or Services.
(d)
You hereby grant Syngenta the right to take steps it
reasonably believes are necessary or appropriate to enforce and/or verify
compliance with this Agreement. You agree that Syngenta has the right to,
without liability to you, disclose any data and/or information to law
enforcement authorities, government officials, and/or any other third party, as
Syngenta reasonably believes is necessary or appropriate to enforce and/or
verify compliance with any part of this Agreement (including but not limited to
Syngenta’s right to cooperate with any legal process relating to your use of
the App and/or Services, and/or a third-party claim that your use of the App
and/or Services is unlawful and/or infringes such third party’s rights).
(e)
Syngenta reserves the right to update, modify or
change the provisions of this Agreement from time to time. If it does so, the
updated version will be effective immediately and may be available through a
link to this page in the App. You are responsible for regularly reviewing this
Agreement so that you are aware of any changes hereto, and you shall continue
to be bound by the terms and conditions of this Agreement as amended from time
to time.
(f)
Unless otherwise expressly stated, nothing in this
Agreement shall create any rights or any other benefits in favour of any person
other than you, Syngenta and the Syngenta Entities.
(g)
This Agreement shall be governed by and construed in
accordance with the laws of Malaysia, excluding its conflicts of law
provisions. You and Syngenta agree to submit to the exclusive jurisdiction of
the competent courts in Malaysia, to resolve any dispute or claim arising from
this Agreement.
(h)
In the event this Agreement is translated into a
language other than English, the English language version of this Agreement
shall prevail and be binding.
PRIVACY
POLICY
Syngenta respects data
privacy rights and is committed to protecting Personal Data (defined below)
collected on the App in compliance with the Personal Data Protection Act of Malaysia
and relevant regulations. This Privacy policy (“Privacy Policy”) informs
you of your rights with regards to your Personal Data that has been and/or will
be collected and processed by Syngenta.
Please read this Privacy
Policy carefully. By using or accessing the App or any of the Services and
providing personal data, you consent to Syngenta’s use, processing, disclosure
and transfer of your Personal Data in accordance with the terms of this Privacy
Policy. If you do not agree to this Privacy Policy, you may withdraw your
consent via the app or email smartagro.support@syngenta.com you represent and warrant that you
have obtained express consent from any individual whose personal data is or may
be shared by your usage of the app or services.
For purposes of this
Privacy Policy, “Personal Data” means information relating directly
or indirectly to a data subject, who is identified or identifiable from that
information, or from that and other information in the possession of a data
user, including any sensitive personal data and expression of opinion about the
data subject, including but not limited to name, identity card number, date of
birth, mobile number and gender, and “User(s)” or “you”
shall refer to any individual who Registers and uses the App and/or Services.
In the event this Privacy
Policy is translated into a language other than English, the English language
version of this Privacy Policy shall prevail and be binding.
1. Collection
of Personal Data
(a)
To use the App, you are required to provide
Personal Information such as your name, address, and mobile number for
generation of a one-time password (OTP) for verification and sign-in purposes.
(b)
The App may contain functions that collect
information on your location, such as via global positioning systems (GPS),
your mobile network, or Bluetooth beacon. Syngenta may collect and use your
precise (or GPS) location information collected from the App to enhance
your use of the App by providing you with curated information and
Services.
(c)
Syngenta may also collect your mobile device IP
address or any other unique identifier(s) (“Device Identifier”) for any
mobile phone, tablet, or other device ( “Device”)
used to access the App. A Device Identifier is automatically assigned to your
Device, and Syngenta’s servers may identify your Device by its Device
Identifier.
(d)
The App will not access your images or
camera without obtaining your prior express permission. If you give the App
permission to access photos or your camera, the App will use images that you
specifically choose to share via the App. You may at any time manage your image
and camera preferences by turning off this feature in your Device settings.
(e)
When you access the App, you may be directed to
third-party pages to facilitate additional services. Additional information may
be collected and stored by a third-party service provider. Syngenta does not
have any control over such other third-party service providers, and you shall
provide such information at your sole risk.
(f)
Syngenta may from time to time include in the App
optional requests for information from Users, including but not limited to user
surveys for purposes of customisation or delivering personalised information or
Services to Users.
2. Accuracy of
Personal Data
Each User shall be solely responsible
for the accuracy, correctness, truthfulness and completeness of all Personal
Data (of the User or otherwise) shared with Syngenta on the App. In the event a
User shares any Personal Data on behalf of a third party, such User represents
and warrants that he/she has the necessary authority
or has obtained written consent from the third party to share such Personal
Data with Syngenta, and Syngenta shall not be responsible or liable for
verifying the same.
3. Use of Personal Data
Syngenta
may use your Personal Data for the following purposes:
(a)
To complete Registration formalities or requirements
and/or to create an account for you;
(b)
To provide you with the Services and assist with any additional
or technical support required;
(c)
To inform you about Syngenta’s products or upcoming events;
(d)
For the creation or development of business
intelligence or data analytics (for this purpose Syngenta may share your
Personal Data with certain software or tools);
(e)
To provide you with a customised experience on the App;
(f)
To maintain and/or manage the App and/or Syngenta’s
relationship with you;
(g)
To contact you for the provision of any Services or
respond to request(s) made by you from time to time; and
(h)
For internal record-keeping or to comply with
Syngenta’s legal or statutory obligations.
4. Disclosures of
Personal Data
Except as otherwise provided herein,
Syngenta does not sell, share, distribute or otherwise provide your Personal
Data to third parties without your prior consent. Notwithstanding the
foregoing, you agree that Syngenta may share your Personal Data in the
following manner:
(a)
Syngenta may provide your Personal Data to its group
companies and/or other affiliates for purposes of improving the App, providing
feedback or responding to queries;
(b)
Syngenta may provide your Personal Data to third-party
service providers (whichever domestic or cross border transfer), including but
not limited to third-party logistics partners, payment gateways, consultants
who work with Syngenta in connection with operating the App and/or providing
the Services. All such service providers are subject to stringent
confidentiality restrictions consistent with this Privacy Policy;
(c)
Syngenta may transfer your Personal Data if it is
acquired by another entity, or if it merges with another entity or transfers a
part of its business, including the App, to a third party. Any such third party
or entity that receives your Personal Data shall have the right to continue to
use your Personal Data in accordance with the purposes set out herein. Syngenta
may notify you in the event of such sale, merger or transfer;
(d)
Your Personal Data may be shared with Syngenta’s
internal business units for purposes of improving the Services or other
offerings; and
(e)
Syngenta may disclose your Personal Data to government
and public authorities for reasons of security, law enforcement or other issues
of public importance. Where legally permitted, Syngenta may inform you prior to
any such disclosure. Syngenta may also disclose your Personal Data if it
determines in good faith that such disclosure is necessary to comply with
its legal obligations, enforce its agreements, protect its or other User
rights, resolve legal conflict or disputes, and/or investigate fraud or other
wrongdoing or non-compliance.
5. Retention of
Personal Data
Syngenta may retain your Personal Data
for as long as it is required to be retained for the purposes
of providing access to the App and/or the Services. Syngenta may also retain
and use your Personal Data as necessary to comply with its legal obligations,
enforce its agreements, protect its or other User rights, resolve legal
conflict or disputes, and/or investigate fraud or other wrongdoing or
non-compliance.
6. Security
of Personal Data
Your Personal Data is stored securely on
a third-party service provider’s (Amazon Web Services (“AWS”) Data Centers) secure
cloud infrastructure. Syngenta is committed to maintaining information security
with a dedicated information security team and robust security practices
implemented by AWS. While Syngenta provides App-appropriate firewalls and
protection, Syngenta cannot guarantee the security of Personal Data transmitted
as these systems are not hackproof. Data theft and pilferage due to unauthorised hacking, virus attacks, technical issues may
be possible, although Syngenta takes necessary measures to mitigate such
events.
7. Your
rights
(i)
request for access to your Personal Data processed by Syngenta;
(ii)
request for correction and/or updating of your
Personal Data that is inaccurate, incomplete or outdated; and
(iii)
limit Syngenta’s processing of your Personal Data by
expressly withdrawing your consent given previously.
Please note that you may access, review
and make changes to your Personal Data via your user account on the App, or by
requesting Syngenta to do so. Depending on the nature of your request, Syngenta
may require you to complete a Personal Data request form or seek certain
details to verify such request. All requests for Personal Data made under this
Clause 7 will be handled within a reasonable period. If you would like to
exercise any of your rights hereunder, please contact Syngenta at SmartAgro.Support@syngenta.com
8. Links
to other websites
The
App may contain links to other third-party websites, platforms or materials
(collectively, “Third-Party Content”), that Syngenta does not have any
control over and are excluded from the scope of this Privacy Policy. You shall access, use and download all Third-Party Content at
your sole risk. Syngenta shall not be responsible or liable for the protection
and privacy of any information (including but not limited to any Personal Data)
provided by you while accessing, using or downloading any Third-Party Content.
You should exercise caution and observe privacy policies applicable to such
Third-Party Content.
9. Choice and Opt-Out
Syngenta may send you communications
including but not limited to information relating to your use of the App and/or
Services, updates, promotional information regarding the App and/or Services
and newsletters. You may opt out of receiving promotional calls, emails and/or
newsletters from Syngenta by following the unsubscribe
instructions provided in such materials. Alternatively, you may opt out any
time by emailing your request to SmartAgro.Support@syngenta.com
10.
Changes to this Privacy Policy
Syngenta reserves the right to amend
this Privacy Policy from time to time without prior notice. You are advised to
visit this page periodically.