This agreement is between you and ConneXion Livestock LLC and its owners (hereinafter "ConneXion"). By using our website and services, you agree to the following terms. You should read the entire Agreement Carefully because all of the terms are important and together create a legal agreement that, once accepted by you, applies to you.

By Bidding on any lot on the ConneXion site you also agree to the specific Terms & Conditions of that specific lot and/or the Event itself.

Connexion Livestock Online Market: Listings and Auctions

ConneXion is a sales platform that allows users to Buy or Sell livestock online. ConneXion's services at this website are available only to, and may be used only by, persons who are able to enter into legally binding contracts. If you are an individual, you must be at least 18 years of age. If you are registering as a business, you represent that you have the authority to bind that entity to this agreement.

ConneXion acts as an agent for buyers and sellers. We do not form partnerships or associations with either party beyond this role. We reserve the right to approve or reject buyers at our discretion.

ConneXion is solely responsible for the approval of buyers at any sale. ConneXion reserves the right to determine whether to accept bidders and bids based on whatever factors that ConneXion or the Seller uses for such decisions.

You acknowledge and agree that by placing a bid on livestock, you represent and warrant that you shall not misrepresent your ability to close the transaction pursuant to the terms and conditions of sale, that you have the capacity to close the transaction, that you have actual authority to enter a bid.

All bids are between the Buyer and ConneXion. When you commit to buy an item (bid), you enter into a legally binding, non-rescindable contract to purchase with ConneXion and you are agreeing to be bound by the terms and conditions. Once your bid has been accepted, you are obligated to complete the transaction with the Livestock Auction in accordance with the terms and conditions of that consignment.

Livestock Auction/Auctioneer's Discretion. There may be occasions when more than one bidder believes they are the winning bidder. The Sale Manager has the right at their absolute and sole discretion to refuse any internet bid, to advance the bidding in such a manner as they decide. In the case of error or dispute, and whether during or after the sale, to determine the successful bidder, to continue the bidding, to cancel the sale or to re offer and resell the item in dispute. The Sale Manager's determination shall be final.

Upon submitting the winning bid and winning a sale lot, Buyer owns the livestock if they are the highest bid and Buyer's bid has been accepted by the auctioneer. The Buyer cannot thereafter reject the livestock unless such rejection is otherwise consistent with the Terms of Buyers and Sellers after Sale, the terms and provisions of which are incorporated herein by reference.

Disclaimer of Warranties - Limitation of Liability

YOU ACKNOWLEDGE THAT COMPUTER AND TELECOMMUNICATIONS SYSTEMS ARE NOT FAULT-FREE AND OCCASIONAL PERIODS OF DOWNTIME OCCUR. WE DO NOT GUARANTEE THE SERVICES WILL BE UNINTERRUPTED, TIMELY, OR ERROR-FREE OR THAT AN UNACCEPTED OR LOSING INTERNET BID WON'T OCCUR. AUCTIONS CAN BE INTERRUPTED.

ConneXion makes no warranties, express or implied, regarding the website or its services, including but not limited to, warranties of merchantability or fitness for a particular purpose. No information provided by ConneXion, whether written or oral, shall constitute a warranty, and neither Buyer nor Seller should rely on such information. ConneXion shall not be liable for any damages or losses arising directly or indirectly from:

• Your use of or your inability to use our website and/or Services, including related content, materials, and functions;
• Glitches, bugs, errors, delays, disruptons or inaccuracies of any kind in our Services;
• Content, actions, or inactions of third parties, including items listed using our Services.

By using our website and/or Services, you agree not to hold ConneXion responsible for any such damages or losses, to the extent permitted by applicable law.

Termination of Use.

ConneXion may, at its sole discretion, refuse to accept a person's (or entity's) registration, and may, at any time after accepting registration, may terminate or refuse to permit a person's (or entity's) continuing use of the Services and the Website for any reason without notice.

If an entity places a bid, then the person executing the bid on behalf of the entity agrees to personally guarantee payment for any successful bid.

You are responsible for your user profile, ID and passwords. If you allow someone else access to use your user profile and ID and they use it to bid on livestock and are the highest bid accepted by the auctioneer, then you are responsible for completing the transaction and paying for the livestock. Therefore, it is highly recommended that you keep your user profile, ID and password secret and allow no one else to use it. If you are logged in with your user profile and ID and it is used to bid by you or someone else then you will be responsible for payment of those livestock where the auctioneer accepts such bid and such bid is the high bid.

Amendments and Changes to Agreement:
ConneXion reserves the right to modify or amend any or all of these terms at any time. Any such changes will be posted on the website. Your continued use of the services after the effective date of the changes constitutes your acceptance of the modified terms. If you do not agree to the changes, you must discontinue using the Services. Otherwise, the updated terms will apply to you.

No Third-Party Beneficiaries:
This Agreement is intended solely for the benefit of you and ConneXion. It does not confer any rights or benefits upon any third party, except for ConneXion's owners, successors, and assigns.

Severability:
If any provision of this agreement is found to be invalid or unenforceable, it will be removed, and the remaining provisions will be interpreted to fulfill the intent of the parties to the fullest extent permitted by law.

Terms of Buyers and Sellers

BUYER REGISTRATION: Each bidder must be properly registered and have a ConneXion User Account to bid. By registering you agree to all of ConneXion’s Terms & Conditions.

DISPUTE: The decision of the Sale Manager & ConneXion shall be final and absolute. The Sale Manager & ConneXion reserves the right to reject any and all bids. The record of sale kept by the Sale Manager and/or clerk will be taken as final in the event of any dispute. ConneXion reserves the right to refuse any bid at the time of the sale. ConneXion expressly disclaims warranties of any kind, express or implied, including without limitation, any warranty of merchantability or fitness for a particular purpose. No written or oral information given by ConneXion shall create a warranty for the content of the website and neither Buyer nor Seller may reasonably rely on such information.

CONSIGNMENTS: Sellers consign Livestock to be represented for Sale by ConneXion and its agents. Sellers should register an account with ConneXion upon consignment. By Consigning cattle to ConneXion, either by Listing or Auction, Seller is committing exclusively for 30 days or the selected Auction Date with ConneXion and no other marketing firm or agent. Any other Broker/Buyer must purchase the livestock thru ConneXion during the 30 day period. After 30 Days, Sellers are no longer obligated to sell thru ConneXion, but you may keep your listing active. If the Listing remains active after 30 days, the Seller must notify ConneXion FIRST before selling thru a different channel. Seller is obligated to sell thru ConneXion if a Buyer agrees to the asking price on ConneXion if the listing has not been cancelled.

PAYMENTS:

Buyer agrees to pay ConneXion for the benefits of Seller, $100.00 per head as part payment upon entering into this contract. Seller acknowledges that it has received from ConneXion $90.00 per head as part payment for the livestock and agrees that the remaining balance is to be held in escrow as a deposit on commission, until delivery, when the actual commission can be determined.

If Buyer defaults or otherwise fails to take delivery, he will forfeit his $100.00/head part payment. In addition if either Buyer or Seller defaults, the defaulting party shall be liable for actual and incidental damages as are permitted by the Uniform Commercial Code, plus court costs and reasonable attorney’s fees.

All payments will be processed via Cash Cow Escrow (NMLS #2123736). BUYER agrees to and must pay 100% of Gross Contract amount LESS partial Payment, Five Business Days prior to delivery as scheduled by ConneXion. Cash Cow Escrow Account will hold Proceeds until Delivery of said LIVESTOCK. Upon receiving possession of, and inspecting LIVESTOCK, BUYER will approve Payment Disbursements within 24 hours of delivery. SELLER agrees to payments to be held in Escrow for a maximum of 36 hours after delivery. All Payments in USD. Final Disbursement/Payment Amounts are to be paid to Seller as calculated by ConneXion and agreed to by BUYER & SELLER. Any adjustments to final pay weight, price and slides will be billed separately or refunded as needed.

In the event of multiple shipments on consecutive or non-consecutive days, each payment will be required by at least the last business day prior to first delivery.

INSPECTION AND WARRANTIES: Seller shall deliver within 5% of the stated number of livestock on contract. In the event Seller fails to deliver within 5% of the stated number of Livestock on contract, Seller will be liable for $100 per head for every animal not delivered under the 5%.

Buyer, his agent, or ConneXion shall have the right at delivery to sort and reject any stags, crippled, blind, loco, lump-jawed or otherwise unmerchantable cattle; any other cattle that are not described in this contract; or cattle that do not fit the specifications of this contract as determined by ConneXion.

NO WARRANTY: All Livestock are sold as FOB-Shipping-Point unless otherwise noted. Buyer shall notify ConneXion of any grievance regarding any livestock within twenty four (24) hours after possession. ConneXion makes no guarantees as to the performance and health of any livestock and is not responsible for loss or damages. ConneXion, in acting as an agent for Buyer and Seller, makes no representations, warranty or in any way guarantees performance. The parties both agree that after payment of the money as described in the provision, they release ConneXion, its representatives, members and employees from all responsibility for any loss or damages. In no event shall ConneXion be liable for lost profits or any special, incidental consequential damages however arising. ConneXion expressly disclaims warranties of any kind, express or implied, including without limitation, any warranty of merchantability or fitness for a particular purpose. No written or oral information given by ConneXion shall create a warranty for the content of the website and neither Buyer nor Seller may reasonably rely on such information.

ConneXion Terms & Definitions

BASE WEIGHT: Is the estimated average pay weight of the cattle on the day of delivery.

WEIGHT VARIANCE: All cattle on a contract must weigh within an acceptable range as Described in the contract. Calculated as Average Weight plus or minus x% on either side of average. Descriptions and percentages as seen in the following scale:

• Even = Avg Weight +/- 10%
• Fairly Even=            +/- 15%
• Uneven=                 +/- 20%
• Very Uneven=         +/- 25%

FREIGHT ADJUSTMENT: No adjustments will be given on cattle that weigh below the estimated base weight if the head count is within 5% of the contract. Buyer is not required to accept a specific number of cattle sold, if they exceed the base weight. Buyer must compute the number of loads from gross weight on livestock contract and have enough trucks available at delivery.

WEIGHING CONDITIONS: All cattle will be weighed on a certified scale according to weighing conditions stated in the Livestock Contract. No cattle will be delivered or weighed on days when the temperatures are 10 below zero or colder.

HEALTH: Seller shall furnish to buyer any brand and health certificate required by Federal and State law. Buyer is responsible for notifying ConneXion when health certificates are needed.

SPLIT LOADS: Heifer price will be a set dollar amount/cwt as stated in the lot information back of the original price of the steers.

BRED CATTLE: Bred cattle are to be pregnancy checked and aged by a licensed veterinarian (at seller’s expense) within 30 days prior to shipment. Buyer has 7 days upon possession to confirm pregnancy. After 7 days, Seller will have no further liability for cattle that are not pregnant. Heifers that are sold as Open Feeder Heifers will be pregnancy checked by a licensed veterinarian (at seller’s expense) within 30 days prior to delivery. A veterinarian’s certificate must accompany cattle.

COMMISSION: Seller agrees to pay ConneXion a commission of 2% of the gross proceeds of the sale for calf & feeder contracts, 1.5% commission on Feeder lots greater than 1,000 head. Seller agrees to pay ConneXion a commission of 3% of gross proceeds for cattle selling by the head such as bred cows, heifers, and Bulls; 2% for Volume sales or if the seller takes responsibility for shipping their own cattle without a representative. The minimum commission charge is $10.00 per head.

SALES FEES: No Cap on Fees. Fees May be negotiable depending on the event. Inquire with the Sales Manager for an estimate. Production Sale Fees Separate. In the event of a "No-Sale" in an Auction, Seller must pay a $10 per head No-Sale Fee to the last successful Bidder via ConneXion.

DESIGNATION OF AGENT: By entering into this Agreement and the placement and acceptance of a bid, Buyer and Seller acknowledge and agree that they have provided ConneXion with the actual authority to assist with consummating the transaction.

LIEN: Seller warrants that he has good and marketable title to the livestock and that the livestock will be delivered free from all security interests, liens or encumbrances unless otherwise stated on consignment contract.

DEFAULT:

In the event of failure on the part of either the Buyer or Seller (Parties), to fully perform under the terms of this Agreement, or if a compromise cannot be reached between ConneXion, Buyer & Seller; the non-defaulting party may pursue any available remedy at law or equity including specific performances against the defaulting party. In addition, the successful party in any action brought to enforce this agreement shall be entitled to costs and reasonable attorney’s fees as determined by the Court. In the event of a default and upon receipt of written notice clearly stating the default:

In the Event of BUYER Default; BUYER forfeits their $100 per head down payment ($90 to Seller, $10 to ConneXion) or more if it is deemed that damages to Seller exceed $90 per head. Buyer Default may include but is not limited to: Failure to accept within 5% of the contracted gross weight (with respect to legal limits), failure to accept livestock within the agreed upon shipping date range, failure to pay for livestock as described in the contract.

In the Event of SELLER Default; SELLER must pay $100 per head to Buyer in addition to repaying the down payment ($90 to Buyer, $10 to ConneXion). Seller Default may include but is not limited to: Failure to provide within 5% of the contracted head count, failure to deliver cattle within the agreed upon shipping date range, failure to provide livestock as described in the contract.

The parties understand and agree that ConneXion does not guarantee the performance of either party and is not a “Party” to this agreement. The parties further understand and agree that all warranties either expressed or implied are between parties. The parties both agree that after payment of the money as described in the provision, they release ConneXion, its representatives, members and employees from all responsibility for any default by either party. In no event shall ConneXion be liable for lost profits or any special, incidental consequential damages however arising.

SECURITY AGREEMENT: Buyer hereby grants ConneXion a security interest in the livestock described herein including the products and proceeds thereof, until such time as final payment of the full purchase price of said livestock is made by wire transfer of funds or until ConneXion actually receives final payment on any payment item issued. Default shall exist if final payment is not received within one day from the date the buyer takes possession of the livestock described herein, or upon the death, bankruptcy or insolvency of the buyer or upon the sale of said livestock without prior written permission. Upon default, ConneXion with or without notice, may exercise any and all rights accorded it by law. Interest Fees on Late Payments of 1.5% will be applied to all late payments of 3 days or more.

The parties to this Agreement agree that in the event of any dispute, lawsuit, claim or other legal action brought to enforce the terms of this Agreement shall be brought exclusively in the District Court of Stillwater County or other Federal Court having proper jurisdiction within Montana. The parties submit to such jurisdiction and waive any objection to venue or claim on an inconvenient forum.

ALL GUARANTEES ARE BETWEEN BUYER AND SELLER.