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cash commodity exchange MEMBER AGREEMENT Article I. General Terms and Conditions
Section 1.01 The Beefnet Exchange
(“Beefnet”) provides for a centralized trading platform and other described
services on the web located at http://www.beefnet.org (the "Site"). Beefnet allows
registered customers ("Members") to buy and sell agricultural
products through Beefnet’s Exchange (the "Exchange") Members will
also be provided other services as more fully described in this Agreement.
Through the Exchange, Members are able to make or list offers and/or submit
bids on specific agricultural products. These products may change from time to
time and new products may be added and old products discontinued. Section 1.02 Members may engage in
electronic trade matching resulting in executed transactions with other Members
and all Members agree to be bound by those transactions and the resulting
Purchase/Sales Contract [“Sales Contract”]. Members also agree to read,
understand, and abide by the Trading Rules (“Trading Rules”) provided to them
from the Site that are specific to each product traded on the Exchange. Section 1.03 Members can be either a
Buyer or Seller or can be both Buyer and Seller. If a Member offers products or
services for sale or responds to an inquiry, the Member is considered a
("Seller.") If a Member responds to an offered product, or posts a
bid to purchase products, the Member is considered a ("Buyer"). Section 1.04 Beefnet may provide services
to some Members other than Exchange trade matching. Some Members may choose to
only participate in selected services offered by the Exchange. Some of those
services will include: Settlement and Clearing. Electronic trade documentation including notices,
contracts, settlement sheets, and shipment and receipt records as well as data
warehousing. Money flows. Settlement
and clearing services will use Automated Clearinghouse transfers [ACH] on instruction
from the users and provided through the Bank of Commerce, Amarillo, Texas
(“Bank”) as the accepted agent for all Members. Freighting.
Beefnet may establish a trucking clearinghouse for hauls of cattle and
grain for products originating on the Exchange or off Exchange. Article II. Agreement with Terms and
Conditions Section 2.01 This Membership Agreement
("Agreement") describes terms and conditions applicable to the
Member’s use of the Exchange. By clicking the "I AGREE" button at the
bottom of the Agreement, you accept the terms and conditions of this Agreement.
Please print a copy of this agreement for your records. If you do not accept these
terms and conditions or have questions concerning these terms and conditions,
please contact Blake O’Brien at (806) 322 1414
or at blake@beefnet.org .
Beefnet may amend this Agreement or the Trading Rules at any time by posting
the amended terms and conditions on the Beefnet Site and the effective date of
any such amendment will be the date on which the amended Agreement or Trading
Rules are posted on the Site. Members are responsible for reviewing and
agreeing to the Trading Rules for each product traded and being familiar with
the terms and conditions of trade. To become a Member, you must register by
filling out an application and by selecting a User Name, and Password. A Member
may have more than one person authorized to trade on their behalf but each
person will have their own log in authorities. Only those persons who have been
expressly designated by a Member to participate in the Exchange on the Member’s
behalf and who have been given a separate log in authorities, may participate
in the Exchange trading activities on behalf of a Member. Any action taken by
such authorized person[s] is deemed to be the action of the Member and the
Member is responsible for all financial obligations created. Section 2.02 Eligibility for Exchange
Membership is available to any qualified participants in the industry who are
capable of forming legally binding contracts under applicable law and meeting
the financial soundness requirements of the Exchange. Notwithstanding anything
to the contrary contained in this Agreement, we may refuse to accept an
application for membership in our sole discretion and/or limit a Member's use
of the Site and/or Exchange at any time in our sole discretion. If you have any
questions about eligibility, please contact the Beefnet Exchange at 806 322
1414 or at blake@beefnet.org. Article III. Terms and Conditions of
Trade Between Members Section 3.01 The Trading Rules for each
commodity offered on Beefnet may differ and Members are responsible for reading
and agreeing to the Trading Rules for any commodity they participate in buying
or selling. Section 3.02 Binding transaction. Members
agree to create a Sales Contract based on the terms of the Lot offering by a
Seller when the Lot is awarded to the high bidder or Buyer. At the time the an
offering is awarded to the highest bidder, the contract is created and becomes
binding on both Buyer and Seller. Buyer and Seller will receive a confirmation
by email of a consummated transaction on the Exchange after an auction or
matched trade. Sellers will be
identified when listing products for sale and both Buyers and Sellers will be
disclosed upon consummation of a transaction. Section 3.03 Any Sales Contract not
rejected within 12 hours of receipt will be considered irrevocably accepted by
the Member. Any rejection must be by email and accompanied by reasons for
rejection and will be subject to the arbitration provisions of this agreement
and the Trading Rules if a dispute arises between Buyer and Seller. Article IV. Transaction Fees Section 4.01 Members agree to pay the
Beefnet Exchange Transaction Fee (“Transaction Fees”) on any transaction on the
Exchange that becomes binding for Buyer and Seller in accordance with this
Agreement and the Trading Rules. The Transaction Fee is calculated according to
the Beefnet Exchange Transaction Fee Schedule which will be posted on the Site
and available to all applicable Members. The obligation to pay the Transaction
Fee arises at the time that a transaction becomes binding for Buyer and Seller
in accordance with the Trading Rules and will be due to Beefnet Exchange
immediately and collected electronically when the Sales Contract is deemed approved
by Beefnet. Section 4.02 A Member agrees not to
identify an offering on the Exchange and communicate and negotiate a
transaction off the Exchange with another Member of the Exchange or otherwise
circumvent the payment of the Transaction Fee. A Member who lists offerings on
Beefnet but sells the offering off Exchange will remain liable to pay Beefnet
the applicable Transaction Fee for such transaction. In addition, any Member
who engages in circumvention is subject to having their membership in Beefnet
Exchange immediately and permanently revoked. Article V. Access to the Site Section 5.01 Equipment and Connections.
Member is responsible for providing all equipment necessary to access the
Internet and the Site. Access to the Site requires use of compatible browser
software. It is highly recommended Members use a broadband connection and
slower connections like dial up or mobile may cause unnecessary delays or bid
problems for which Beefnet is not responsible. Section 5.02 Availability of the Site.
The Site is usually available 24 hours a day, 7 days a week. However, Beefnet
retains the right to make the Site and Exchange unavailable from time to time
for any reason. Member agrees that Beefnet shall not be liable for any damages
arising from any interruption, suspension or termination of the Site and/or the
Exchange or the failure of the Exchange to record a bid correctly or timely. Section 5.03 Use of Passwords. Access to
and use of the Site and the Exchange is secure and protected through a
combination of a User Name, Password and tracking IP addresses of computers,
tablets or mobile devices used on the Exchange. Each Member will be assigned a
unique User Name, and alphanumeric Password. Acceptance of a Membership
application by Beefnet validates a Member's User Name, and Password. The User
Name and Password provide entry to the Exchange. The log on of an approved
Member allows a Member to consummate a transaction on the Exchange. No Member
or other person is permitted to access the Site or Exchange using your User
Name and Password. Any person expressly designated by Member to act on their
behalf shall be given their own User Name and Password [“Authorized
Designees”]. Members are responsible for the security of their passwords and
the passwords can and should be changed regularly by the Member and their
Authorized Designees. Beefnet is not responsible for and has no liability to a
Member, or any other person or entity, for the unauthorized use of a Member or
Authorized Designee’s User Name or Password. Article VI. System Integrity Section 6.01 Applicable Laws. Members
agree to comply with all applicable local, state, federal, and international
laws, statutes, rules and regulations relating to Member's use of the Site and
the Exchange. Without limiting the foregoing, Members are responsible for
observing all applicable tariffs and trade laws. Section 6.02 No Unauthorized Access.
Member shall not provide access to the Site to other persons through use of
Member's User Name, or Password. The Member is solely responsible to ensure the
Member takes no action or omits to take action which in either case results in
any other person utilizing Member's User Name, or Password. Beefnet is
specifically not responsible for the use of any Member's User Name, or Password
by another party. No member may be logged in from more than one device. Section 6.03 Malicious Intent. Member
agrees not to tamper in any way with the software or functionality of the Site.
Without limiting the foregoing, Member agrees not to put any material into the
Site or Exchange which contains any viruses, time bombs, trojan horses, worms,
cancelbots or other computer programming routines that may damage, interfere
with, intercept or expropriate any system, data or information. Section 6.04 Maintenance of Confidential
Information; Privacy Policy. Beefnet may review confidential information of
Members during and following Membership application such as credit and
background checks. Beefnet will not maintain those records or capture them in a
reproducible form nor disclose any information to third parties. The Beefnet
staff will sign confidentiality agreements with Beefnet agreeing not
non-disclosure of Member’s confidential information. Each Member agrees not to
disclose confidential information given by another Member and described as
confidential information. In addition, Member agrees not to disclose Beefnet
confidential information disclosed as such. Member agrees not to invade another
Member's or Beefnet’s privacy by hacking or attempting to hack while on the
Beefnet Site. This includes, but is not limited to, the breach or attempted
breach of the security of another Member's computer, software or data without
the knowledge and express consent of such Member or unauthorized intrusion into
Beefnet’s confidential files and records. Use or distribution of tools designed
for compromising privacy or security is strictly prohibited. Article VII. Information Posted on the
Site Section 7.01 Member is solely responsible
for information posted on the Exchange. However, Beefnet may take any action
with respect to such information it deems necessary or appropriate in its sole
discretion if it believes such information may give rise to liability to it or
other parties or interfere or impair its relationship with any Member. More
specifically, and without limitation, information posted on the Site: · (a) must not infringe any third party's
rights, including but not limited to copyright, patent, trademark, trade
secret, or other proprietary rights or rights of publicity or privacy; · (b) must not be fraudulent or involve the sale
of stolen items; · (c) must not violate any applicable law,
statute, rule or regulation including proper disclosure of liens; · (d) must not be obscene, indecent or contain
pornography; · (e) must not be defamatory, trade libelous,
threatening or harassing; and · (f) must not link directly or indirectly to or
include descriptions of products or services that: o
(i) are prohibited by this
Agreement or o
(ii) are concurrently listed
for sale on a web site other than the Exchange. In addition, you may not post
on the Site or sell on the Exchange any product or service which, by paying us
our Transaction Fee, could reasonably be expected to result in a violation of any
applicable law, statute, rule or regulation. Article VIII. Intellectual Property
Matters Section 8.01 Member acknowledges that all
data developed and/or collected by Beefnet in connection with the operation of
the Site and the Exchange shall be the exclusive property of Beefnet. Beefnet’s
use of such data will be made in accordance with our Privacy Policy setting
forth that no information concerning Members shall be shared with any third
parties without the prior written consent of Member, except (i) for the fact
that Member is a member of Beefnet, (ii) pursuant to the license granted below,
or (iii) for data derived from Transactions and all information needed and
necessary to the commercial consummation of sale of products on the Exchange.
All third party content published on the Site is property of the respective
copyright owners and may not be copied or distributed in any way by Members for
commercial purposes. To enable Beefnet to use information provided by Members
in connection with the operation of the Exchange and the Site and the
advertisement thereof by Beefnet without violating any rights you have in the
information, Member grants to Beefnet a non-exclusive, worldwide, perpetual,
irrevocable, royalty-free right to exercise the copyright, trademark and
publicity rights (but not other property rights) you have in such information
on the Internet and otherwise in any publicity material of the Exchange. The
foregoing license will terminate upon the termination of Member's membership with
Beefnet. Trade information will only be disclosed in the aggregate and not
specific to a Member Buyer or Seller. Article IX. Termination and Expiration Section 9.01 Termination Rights. Either
Beefnet or Member may immediately terminate this Agreement at will in writing
or via e-mail. Notwithstanding such termination, Member agrees to: (a) Honor all outstanding
Sale Contracts and Transaction Fees. Article X. Relationship between Beefnet
and Members Section 10.01 It is expressly agreed that Member
and Beefnet Exchange have no agency, partnership, joint venture,
employer-employee or other similar relationship. No such relationship is
intended or created by Member's acceptance of this agreement or the Trading
Rules, use of the Site or participation in the Exchange. Article XI. Dispute Resolution and
Applicable Law Section 11.01 Applicable Law. This
Agreement, Trading Rules and Member's participation in the Exchange shall be
governed by and construed in accordance with the laws of the State of Texas
without regard to conflict of law provisions. Member and Beefnet Exchange agree
that any controversy or claim arising out of or relating to the Membership
agreement or Trade Rules and the relationship between Member and Beefnet
Exchange shall be submitted to binding arbitration in accordance with
arbitration rules established by the Exchange and available under the Trading
Rules. The Arbitration venue will be in Amarillo, Texas. Article XII. Limitation of Liability Section 12.01 As a condition of membership
to the Site, and in consideration of the services provided by Beefnet, Member
agrees that neither Beefnet, nor any officer, affiliate, director, shareholder,
agent or employee of Beefnet will be liable to Member or any third party for
any direct, indirect, incidental, special, punitive, or consequential damages,
or costs resulting directly or indirectly from, or otherwise arising in
connection with: · (a) the use of the Site by the Member,
including but not limited to damages resulting from or arising from Member's
reliance on the Exchange, or the mistakes, omissions, interruptions, errors,
defects, delays in operation, non-deliveries, mis-deliveries, transmissions,
eavesdropping by third parties, or any failure of performance of the Exchange; · (b) the termination of Member's membership by
Beefnet pursuant to the terms of this agreement; · (c) the failure, or alleged failure, of any
product purchased or transferred pursuant to the Exchange to conform to any
specifications or terms, whether published on the Exchange or not; · (d) the breach, or alleged breach, of any
warranty, express or implied, relating to any such product or shipment; or · (e) government restriction, strikes, war, any
natural disaster or force majeure, or any other condition beyond Beefnet
Exchange's reasonable control. Article XIII. Indemnification Section 13.01 Without limiting the
generality or effect of other provisions of this Agreement, as a condition of
membership, each Member agrees to indemnify, hold harmless, and defend Beefnet,
and each of its respective affiliates, sub-contractors, agents, and employees
against all third party claims, liabilities and damages incurred or allegedly
incurred by Beefnet arising out of such Member's participation on the Site,
including but not limited to any product or services sold on the Exchange for
failure of a product to meet specifications or breach of warranty. Article XVI. Other General Provisions Section 14.01 This Agreement and the Trading
Rules constitute the entire agreement and understanding between the parties
with respect to the subject matter of this Agreement and supersedes and
replaces any and all prior written or verbal agreements. Headings are for
references only. A party's failure to insist upon or enforce strict performance
of any provision of this Agreement or the Trading Rules shall not be construed
as a waiver of any provision or right. Neither the course of conduct between
Member and Beefnet nor trade practice shall act to modify any provision of this
Agreement or Trading Rules. If any provision of this Agreement is held to be
invalid or unenforceable, such determination shall not affect such provision in
any other respect or any other provision of this Agreement or the Trading Rules
which shall remain in full force and effect. This Agreement may not be assigned
or transferred to third parties by Member without prior written permission from
Beefnet. Section 14.02 BY CLICKING THE "I AGREE" BUTTON BELOW I AGREE TO THE TERMS OF
THIS AGREEMENTAND THE TRADING RULES. I REPRESENT AND WARRANT THAT I, AS A DULY
AUTHORIZED REPRESENTATIVE OF MYSELF OR MY COMPANY, CAN FORM LEGALLY BINDING
CONTRACTS UNDER APPLICABLE LAW, AND THAT I AM A MERCHANT AND NOT A CONSUMER
USER, FOR PURPOSES OF TRANSACTING BUSINESS ON THIS SITE.
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