FED CATTLE EXCHANGE
TERMS AND CONDITIONS
Effective April 1, 2016
Terms and Conditions are referred to in the FedCattleExchange.com Licensing and User Agreement and are an integral part of that agreement. Terms and Conditions may be revised from time to time with Notice of Revision of Terms and Conditions to be provided to all registered users. Registered users will be notified via email and any revisions will be posted on The Exchange website.
1.0 SALE TERMS
1.1 All sales FOB feedyard, live basis
1.2 Customary regional shrink, weighing conditions as are custom to the region and equal to standard current business practice. Weighing conditions to be listed in lot information as published on The Exchange.
1.3 Delivery date is the buyers option, but no later than Friday, 9 days after the sale.
2.1 A fee of $1.00 per head due to The Exchange after cattle are listed prior to the sale. Fees for lots listed will be pulled via ACH by 10:00 am CT following the listing deadline.
2.2 Rejected bid fee of $10.00 per head due to the highest bidder on a lot where the highest bid is rejected. Fees due by delivery deadline, Friday 9 days after sale.
3.0 SETTLEMENT OF PURCHASE MONEY FUNDS
3.1 Settlement is between buyer and seller following industry prompt payment rules.
3.2 The Exchange is not a party to settlement of funds for purchase price of livestock.
3.3 The Exchange will provide Confirmation of Sale in a timely manner for use of the buyer and seller to complete settlement of purchase money funds.
4.0 ELIGIBLE USERS
4.1 Buyers are Licensees and must complete a User License Agreement with The Exchange before they are eligible to buy. Buyers must be bonded and be registered as Packers with the Grain Inspection, Packers and Stockyards Administration and must be in good standing. The User License Agreement may be completed online with a fillable form or may be faxed, mailed or scanned and emailed back to The Exchange.
4.2 If a buyer ceases to meet eligibility criteria, their User Agreement may be terminated by The Exchange in accordance with the terms of the User Agreement.
4.3 Sellers are Licensees and must complete a User License Agreement and be approved by The Exchange before they are eligible to sell. The User License Agreement may be completed online with a fillable form or may be faxed, mailed or scanned and emailed back to The Exchange.
4.4 If a seller has not paid license fees when due, their eligibility to participate may be denied and their User Agreement may be terminated by The Exchange in accordance with the terms of the User Agreement.
4.5 Sellers may view the sale if they have cattle on the sale. If they do not have cattle on the current sale, their ability to view the sale will be blocked. This protection provides adequate assurance that sales on The Exchange will be reported by Mandatory Price Reporting. Section 4.5 may be waived from time to time to provide exposure for The Exchange for the viewing public or for academia or industry insiders. A waiver of this section will only be made when all registered users are notified in advance.
5.0 SALE SCHEDULES
The Exchange sale will be held each week on Wednesday beginning at 10:00 am CT.
When the number of lots does not dictate regional sales, all lots will be listed for sale in a multi-region sale starting at 10:00 am CT.
When the number of lots is sufficient as decided by The Exchange, cattle will be offered in separate regional sales in regions now used for Mandatory Price Reporting. Following are the expected regional sale times:
ALL TIMES ARE CENTRAL TIME
Iowa and Minnesota
To be determined
If a regional sale run longer than 30 minutes, the next regional sale will start 5 minutes after the conclusion of that sale.
LICENSING & USER AGREEMENT
This Licensing and User Agreement is made by and between, Fed Cattle Exchange owned by 5150 Productions, and the registered and approved user (Licensee).
WHEREAS, Licensor is engaged in the business of designing and developing auction related systems and has created and developed an auction on-line platform also known as FedCattleExchange.com to facilitate bringing together buyers and sellers of market ready fat/fed cattle.
WHEREAS, Licensor will not be handling sales proceeds but providing its technology to Licensee for the purpose of bringing together buyers and sellers of market ready fat/fed cattle for price discovery.
WHEREAS, Licensee desires to use FedCattleExchange.com to sell or to purchase market ready fat/feeder cattle.
WHEREAS, Licensor and Licensee believe it is in their mutual interest and desire to enter into an agreement whereby Licensee would use Licensor's on-line platform technology and website pursuant to the terms and conditions hereinafter provided.
NOW, THEREFORE, in consideration of the premises and the mutual covenants of this Agreement, the parties hereto agree as follows:
1. LICENSE. Licensor hereby grants to Licensee, for the term of this Agreement, a non-exclusive and non-assignable right and license to use Licensor’s on-line auction platform via the website FedCattleExchange.com. This license is expressly limited to the Users listed on Exhibit A. Each User will be assigned a User ID to be used on Licensee's own Local Area Network (LAN) to access the platform. Licensee is prohibited from using the site in any manner other than for purposes described herein and hereby agrees to abide by the terms and conditions as stated herein and on Licensor’s website which may be updated and/or modified by Licensor from time to time.
2. TERM & TERMINATION. This Agreement shall be effective as of the date of execution by both parties and shall extend until December 31, 2017. If the Agreement is not terminated, it shall renew automatically for an additional two years. This Agreement may be terminated at any time upon written notice duly given to the Licensor or Licensee at the address stated herein subject to the provisions of paragraph 5 below.
3. COMPENSATION. In consideration for the Licenses granted hereunder, a Licensee who is a using the on-line platform to list cattle for sale agrees to pay to Licensor a User Fee determined by a per head fee for cattle that Licensee lists for sale on the platform. Said fee will be posted on Licensor’s website, FedCattleExchange.com. All invoices are due upon receipt. A Licensee who is using the on-line platform to buy cattle will not be responsible for paying any fee to Licensor.
4. NO SALE FEE. If a Licensee lists cattle for sale but then rejects the highest bid for the cattle, the Licensee shall be responsible for paying a per head No Sale Fee to the Licensee who had the highest bid. Said fee will be posted on the Licensor’s website, FedCattleExchange.com. All invoices are due upon receipt.
5. CONFIDENTIALITY. Licensee recognizes that the on-line platform is the proprietary and confidential property of Licensor. Accordingly, Licensee shall not, without the prior express written consent of Licensor, during the term of this Agreement and for additional five years thereafter, disclose or reveal to any third party or utilize for its own benefit other than pursuant to this Agreement, any technology provided by Licensor to Licensee and Licensee shall take no steps in attempting to reverse engineer or to replicate the online platform. Licensee shall only distribute User ID and passwords to those individuals who are properly registered with Licensor.
6. REPRESENTATION AND WARRANTIES. Licensor makes no representations or warranties in regard to how Licensees interact with other Licensees with respect to, including but not limited to, description, condition, quality, type, delivery date, payment, disputes, etc. that buyers and sellers of market ready fat/fed cattle may encounter during the normal course of business. Neither Licensor nor its parent, 5150 Productions, is handling any sales proceeds, clearing any funds or payments for cattle, or posting any bond or bond equivalent in conjunction with the on-line platform. It is the responsibility of Licensees to verify any and all information that is listed on the on-line platform including the credit worthiness of other Licensees. In no event shall Licensor be liable for any incidental, consequential, or punitive damages as a result of its performance or breach of this Agreement, or a breach of other Licensees between one another, or a failure of operation or loss of functionality of the online platform or internet.
7. NOTICES. Any notice required to be given pursuant to this Agreement shall be in writing and mailed by certified or registered mail, return receipt requested, or delivered by a national overnight express service. Other terms and conditions may be posted on Licensor’s website.
8. JURISDICTION AND DISPUTES. This Agreement shall be governed by the laws of the State of Oklahoma without regard to its principles of conflicts of law. All disputes hereunder shall be resolved in the applicable state or federal courts of Oklahoma. The parties consent to the jurisdiction of such courts, agree to accept service of process by mail and waive any jurisdictional or venue defenses otherwise available.
9. AGREEMENT BINDING ON SUCCESSORS. This Agreement shall be binding on and shall inure to the benefit of the parties hereto, and their heirs, administrators, successors, and assigns.
10. WAIVER. No waiver by either party of any default shall be deemed as a waiver of any prior or subsequent default of the same or other provisions of this Agreement.
11. SEVERABILITY. If any provision hereof is held invalid or unenforceable by a court of competent jurisdiction, such invalidity shall not affect the validity or operation of any other provision and such invalid provision shall be deemed to be severed from the Agreement.
12. ASSIGNABILITY. The license granted hereunder is personal to Licensee and may not be assigned by any act of Licensee or by operation of law unless in connection with a transfer of substantially all the assets of Licensee or with the consent of Licensor.
13. INTEGRATION. This Agreement constitutes the entire understanding of the parties, and revokes and supersedes all prior agreements between the parties and is intended as a final expression of their Agreement. It shall not be modified or amended except in writing signed by the parties hereto and specifically referring to this Agreement. This Agreement shall take precedence over any other documents that may be in conflict therewith.
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