Member Agreement  
 

MEMBER AGREEMENT

Article I. General Terms and Conditions

Section 1.01 The Beefnet Exchange (“Beefnet”) provides a centralized trading platform on the web located at http://www.beefnet.org (the "Site") that allows registered customers ("Members") to buy and sell ag products and receive services through Beefnet’s Exchange (the "Exchange"). Members will also be provided access to the trading platform and 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. Members also agree to read and understand the Trading Rules (“Trading Rules”) provided to them from the Site.

Section 1.03 Members can be either a Buyers or Sellers 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 Some Members may choose to only participate in selected services offered by the Exchange. Some of those services will include:

  • (a) Electronic trade documentation (“Backoffice”) including contracts, invoicing, and shipment and receipt records as well as data warehousing.
  • (b) Settlement and clearing services will be provided through the Bank of Commerce (“Bank”) as the accepted agent for all Members. The Bank will complete the financial side to the physical transactions according to the Trading Rules.

Article II. Agreement with Terms and Conditions

Section 2.01 This Membership Agreement (this "Agreement") describes some of the 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 us at (806) 372-3877 or at ClientServices@Beefnet.org . Beefnet Exchange may amend the Member's Terms and Conditions and Trading Rules at any time by posting the amended Terms and Conditions on the Beefnet Exchange’s Web Site and the effective date of any such amendment will be the date on which the amended Member's Terms and Conditions and Trading Rules are posted on the Site. Members are responsible for reviewing the Member agreement and being familiar with the terms. To become a Member, you must register as such 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.

Section 2.02 Eligibility for Membership Exchange Membership is available to any qualified participants in the industry who are capable of forming legally binding contracts under applicable law. 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 the Member's Terms and Conditions, please contact us at (806) 372-3877 or at ClientServices@Beefnet.org .

Article III. Terms and Conditions Between Members

Section 3.01 This Agreement, sets forth some of the Terms and Conditions under which a Member will agree to be bound. These rules set forth simple trading protocols that will establish the rules of the Exchange as more fully described in the Trading Rules posted on the website. The Member will be responsible for reading the Trading Rules for each commodity or each live auction offered on Beefnet. Rules may differ from commodity to commodity or from auction to auction or from lot to lot.

Section 3.02 Members agree to create a contract when executing a transaction on the Exchange. Both Buyer and Seller will be notified by email upon the execution of a transaction on the Exchange. Buyers and Sellers will be disclosed upon consummation of a trade but may be sooner under certain trading protocols.

Section 3.03 Buyer and Seller will electronically confirm and execute a contract of sale for the commodity or service within 24 hours. Any contract not confirmed and not rejected with 24 hours will be considered accepted by the Member on the Exchange.

Article IV. Transaction Fees

Section 4.01 Seller agrees to pay the Beefnet Exchange Transaction Fee (“Transaction Fees”) on any Transaction on the Exchange that becomes binding for Buyer and such Seller in accordance with the Trading Rules whether or not such Transaction is consummated. This fee is calculated according to the Beefnet Exchange Transaction Fee Schedule which will be posted on the web site and available to all Members. The Seller's obligation to pay the Beefnet Exchange the Transaction Fee arises at the time that becomes binding for Buyer and such Seller in accordance with the Transaction Rules and will be due to Beefnet Exchange immediately and collected electronically when the contract is settled.

Section 4.02 Circumvention of Beefnet Exchange Member agrees not to identify a trade and engage in negotiations with another Member on the Exchange off the Exchange or otherwise circumvent the payment of the Beefnet Exchange Transaction Fee. A Seller who agrees on the terms of a Transaction off the Exchange is still liable to pay Beefnet Exchange 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 Microsoft Explorer 6.0 or higher or Netscape Navigator 6.0 or higher. It is highly recommended Members use a broadband connection and slower connections like dial up may cause 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 Exchange retains the right to make the Site and Exchange unavailable from time to time for any reason. Member agrees that Beefnet Exchange shall not be liable for any damages arising from any interruption, suspension or termination of the Site and/or the Exchange.

Section 5.03 Use of Passwords. Access to and use of the Site and the Beefnet Exchange is secure and protected through a combination of a User Name, Password and tracking IP address. Each Member will be assigned a unique User Name, and alphanumeric Password. Acceptance of a Membership application by Beefnet Exchange validates a Member's User Name, and Password. The User Name and Password provide entry to the Exchange. The Trading Password allows a Member to conclude an action on the Exchange. No Member or other person, other than those person[s] authorized in this agreement, is permitted to access the Site or Exchange using your User Name and Password. Members are responsible for the security of their passwords and the passwords can and should be changed regularly by the Member.

Article VI. System Integrity

Section 6.01 Applicable Laws. Member agrees 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 that it 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 Exchange is specifically not responsible for the use of any Member's User Name, or Password by another party, except to the extent due to the gross negligence of Beefnet Exchange.

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. Member agrees not to disclose other Members' confidential information consistent with accepted industry practices. In addition, Member agrees not to disclose Beefnet Exchange confidential information, such as User Name, or Passwords, even within Member's own organization, except on a need-to-know basis. Member agrees not to invade another Member's privacy. 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. Use or distribution of tools designed for compromising privacy or security is strictly prohibited. Beefnet Exchange's use of information set forth on the Exchange will be made in accordance with the then current Beefnet Exchange Privacy Policy, the terms and provisions of which are herein incorporated by reference.

Article VII. Information posted on the Site

Section 7.01 Member is solely responsible for information which it posts on the Site. However, Beefnet Exchange may take any action with respect to such information we deem necessary or appropriate in our sole discretion if we believe such information may give rise to liability to us or other parties or interfere or impair our relationship with any Member 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:
    • (i) are prohibited by this Agreement or
    • (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 Exchange in connection with the operation of the Site and the Exchange shall be the exclusive property of Beefnet Exchange. Beefnet Exchange's use of such data will be made in accordance with the Privacy Policy, but no information concerning Member 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 Exchange, (ii) pursuant to the license granted below, and (iii) for data derived from Transactions. 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 us to use information provided by you 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 Exchange a non-exclusive, worldwide, perpetual, irrevocable, royalty-free right to exercise the copyright, trademark and publicity rights (but not other rights) you have in such information on the Internet and otherwise in any publicity material of the Exchange. Beefnet Exchange's use of such information will be in accordance with the Privacy Policy, but no information concerning Member 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 Exchange, (ii) pursuant to the license granted above, and (iii) for data derived from Transactions. The foregoing license will terminate upon the termination of Member's membership in Beefnet Exchange. 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 Exchange or Member may immediately terminate this Membership Agreement at will in writing or via e-mail.

  • (a) Honor all outstanding Transactions.
  • (b) Honor all outstanding Firm Offers and/or Firm Counteroffers with third parties until, and unless, withdrawn by the Member.

Article X. Relationship between Beefnet Exchange and Members

Section 10.01 Member and Beefnet Exchange are independent contractors, and no agency, partnership, joint venture, employer-employee or other similar relationship is intended or created by Member's acceptance of the Member's Terms and Conditions, use of the Site or participation in the Exchange.

Article XI. Dispute Resolution and Applicable Law

Section 11.01 This Membership Agreement, Trading Rules and Member's Terms and Conditions and the relationship between Member and Beefnet Exchange shall be governed by and construed in accordance with the laws of the State of Texas without regard to its conflict of law provisions. Member and Beefnet Exchange agree that any controversy or claim arising out of or relating to the Member's Terms and Conditions and the relationship between Member and Beefnet Exchange shall be submitted to binding arbitration in accordance with rules established by the American Arbitration Association. The Arbitration venue will be in Amarillo, Texas. The process will require each of the parties to appoint a representative and the two representatives will select a third party, one person, to decide the dispute according to the Arbitration rules.

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 Exchange, Member agrees that neither Beefnet Exchange, nor any officer, affiliate, director, shareholder, agent or employee of Beefnet Exchange will be liable to Member or any third party for any direct, indirect, incidental, special, punitive, or consequential loss of profits, loss of earnings, loss of business opportunities, damages, expense, 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 Exchange pursuant to the Member's Terms and Conditions;
  • (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. The limitations set forth in this section do not apply to the gross negligence or willful misconduct of Beefnet Exchange and its affiliates (excluding Members), subcontractors, employees, and agents, which, but for this provision, would give rise to a course of action in contract, or any other legal doctrine.

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 Exchange, 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 Exchange arising out of such Member's engagement in transactions 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, but excluding such damages arising out of Beefnet Exchange's gross negligence or willful misconduct.

Article XVI. Other General Provisions

Section 14.01 This Agreement and the Member's Terms and Conditions constitute the entire agreement and understanding between the parties with respect to the subject matter of this Membership 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 the Member's Terms and Conditions shall not be construed as a waiver of any provision or right. Neither the course of conduct between Member and Beefnet Exchange nor trade practice shall act to modify any provision of the Member's Terms and Conditions. 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 the Member's Terms and Conditions 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 Exchange.

Section 14.02 BY CLICKING THE "I AGREE" BUTTON BELOW I AGREE TO THE TERMS OF THIS AGREEMENT. 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.