Herd Yard Terms of Service

Welcome to Herd Yard. These Terms of Service ("Terms") govern your access to and use of the Herd Yard website, marketplace, services, payment features, and related tools (collectively, the "Platform").

By creating an account, purchasing a listing or membership, listing livestock or genetics, using Herd Yard's optional payment processing features, or otherwise accessing or using the Platform, you agree to be bound by these Terms. If you do not agree to these Terms, you may not use Herd Yard.

1. Overview of Herd Yard

Herd Yard provides an online marketplace and marketing platform that connects buyers and sellers of cattle, livestock genetics, and other approved agricultural products.

Except where expressly stated otherwise, Herd Yard is not the buyer or seller of items listed on the Platform and does not take ownership or title to cattle, livestock genetics, or other products offered by users.

For traditional private-treaty cattle sales, Herd Yard provides marketing, listing, communication, and connection tools that allow buyers and sellers to negotiate and complete transactions directly with one another.

Herd Yard may also offer optional e-commerce and payment processing functionality for certain eligible transactions. The availability and terms of these services may vary by product type or transaction.

2. Eligibility and User Accounts

You must be legally capable of entering into binding contracts to use Herd Yard for commercial transactions.

You are responsible for maintaining accurate account information and for all activity conducted through your account.

You may not impersonate another person or business, create an account using false information, or use another user's account without authorization.

Herd Yard reserves the right to suspend, restrict, or terminate accounts that violate these Terms, applicable law, or Herd Yard policies.

3. Seller Responsibilities

By listing cattle, genetics, or other approved products on Herd Yard, you represent and agree that:

• You own the livestock, genetics, or products being offered for sale or have full legal authority to market and sell them.
• Your listings are accurate, truthful, current, and not misleading.
• You will accurately disclose material information that a reasonable buyer would consider relevant to the transaction.
• You are responsible for complying with all applicable federal, state, and local laws and regulations governing the sale, transfer, health, testing, vaccination, identification, transportation, registration, and delivery of the items being sold.
• You will not engage in fraudulent, deceptive, misleading, or unlawful conduct.
• You are responsible for fulfilling any sale agreement you enter into with a buyer.

Sellers remain solely responsible for the livestock, genetics, products, representations, documentation, and fulfillment associated with their listings.

4. Buyer Responsibilities

By purchasing or agreeing to purchase cattle, genetics, or other products advertised through Herd Yard, you acknowledge and agree that:

• You are responsible for evaluating the seller and the item being purchased.
• You are responsible for verifying information that is material to your purchase before completing the transaction.
• Unless expressly stated otherwise, Herd Yard does not independently inspect or certify livestock or genetics offered by sellers.
• You are responsible for complying with applicable laws and regulations concerning ownership, transportation, importation, health requirements, and possession of livestock or genetics.
• You are responsible for reviewing the terms of the transaction with the seller before agreeing to purchase.

5. Herd Yard Listing and Membership Fees

Herd Yard currently offers multiple ways for sellers to list and market cattle on the Platform.

Standard pricing may include:

• Single Listing: $45 per individual listing.
• Monthly Producer Membership: $49 per month.
• Annual Producer Membership: $432 per year.

Producer Memberships may include additional features and the ability to create multiple or unlimited listings, subject to the features and limitations displayed at the time of purchase.

Herd Yard may offer promotional pricing, discounts, coupon codes, association discounts, referral programs, complimentary memberships, negotiated pricing, or other special offers from time to time. When a valid discount or special offer applies, the price displayed and accepted at checkout will control.

Unless otherwise stated at the time of purchase, listing fees, membership fees, and subscription fees are non-refundable.

Monthly and annual memberships may automatically renew according to the billing terms presented at checkout unless canceled before the applicable renewal date.

Herd Yard reserves the right to modify its pricing, plans, features, or fees. Any changes to recurring subscription pricing will apply in accordance with the notice and billing terms provided to the subscriber.

6. Private-Treaty Cattle Sales

Herd Yard does not charge a commission or transaction fee on private-treaty cattle sales when payment and settlement occur directly between the buyer and seller outside Herd Yard's optional e-commerce payment system.

For these transactions, Herd Yard serves as a marketplace and marketing platform that connects buyers and sellers.

The buyer and seller independently negotiate and determine all material terms of the transaction, which may include:

• Purchase price;
• Payment method and payment terms;
• Transportation and delivery;
• Inspection;
• Health requirements;
• Risk of loss;
• Transfer of ownership; and
• Any warranties, guarantees, or other conditions of sale.

Herd Yard is not a party to these privately settled transactions and does not receive, hold, transfer, or guarantee payment between the parties unless the parties separately elect to use an eligible Herd Yard payment feature.

7. Optional E-Commerce Transactions

Herd Yard may provide optional e-commerce functionality that allows eligible buyers and sellers to complete certain transactions through the Platform.

When a seller elects to use Herd Yard's e-commerce payment functionality, payments may be processed through Stripe or another third-party payment processor selected by Herd Yard.

Transactions processed through Herd Yard's e-commerce system are currently subject to a 7% Herd Yard Platform Fee, unless a different fee is expressly disclosed and agreed to before the transaction is completed.

The applicable transaction amount, Herd Yard fee, and any other applicable charges will be disclosed as part of the transaction or payment process.

The 7% Herd Yard Platform Fee applies only to transactions processed using Herd Yard's optional e-commerce/payment functionality. It does not apply to ordinary private-treaty transactions completed and paid directly between buyers and sellers outside the Herd Yard payment system.

Use of payment processing services may also be subject to additional terms, requirements, restrictions, verification procedures, and policies imposed by Stripe or another applicable payment processor.

Herd Yard may delay, restrict, suspend, or reverse transactions and may initiate refunds when reasonably necessary to address suspected fraud, chargebacks, disputes, compliance requirements, payment processor requirements, incomplete transaction documentation (including missing Genetics Release Forms), or other circumstances permitted under applicable transaction terms.

Payments for e-commerce transactions are processed as direct charges that settle directly to the seller's own Stripe-connected account. Herd Yard does not escrow or hold seller funds at any point. Where a refund, chargeback, or other amount is owed after funds have settled, Herd Yard or its payment processor may recover those amounts from the seller's Stripe balance in accordance with Stripe's policies, and Herd Yard may restrict accounts with unresolved balances.

Livestock genetics transactions (semen and embryos) completed through the Platform's e-commerce system are subject to additional terms and procedures, including the Herd Yard Genetics Buyer Terms and the Refund, Cancellation & Chargeback Policy (accepted by the buyer at checkout), the seller Release Certifications, the Genetics Release Form requirement, and associated refund policies. When applicable, those supplemental terms are incorporated into these Terms by reference.

8. Payment Processing

Payment processing offered through Herd Yard may be provided by third-party payment processors, including Stripe.

By using Herd Yard's payment functionality, buyers and sellers agree to provide accurate payment, banking, identity, tax, and business information as reasonably required by Herd Yard or its payment processing providers.

Herd Yard does not control the banking networks, card networks, or third-party payment processing systems used to process transactions and is not responsible for delays, interruptions, holds, account restrictions, or other actions imposed by a payment processor or financial institution.

Users are responsible for any obligations they incur as a result of refunds, reversals, chargebacks, disputes, or fraudulent transactions, subject to applicable law and any supplemental Herd Yard transaction policies.

9. Taxes and Regulatory Obligations

Buyers and sellers are responsible for determining and satisfying their respective tax, licensing, reporting, registration, and regulatory obligations arising from transactions conducted through or initiated on Herd Yard, except where Herd Yard is expressly required by law to collect, report, remit, or withhold an amount.

Herd Yard may collect or report transaction information when required by law or by its payment processing providers.

10. Prohibited Activities

Users may not:

• Post false, misleading, deceptive, or fraudulent listings.
• Offer livestock or products that may not legally be sold.
• Misrepresent ownership, health information, genetics, registration information, pedigree, location, age, weight, breeding status, or other material characteristics.
• Engage in fraud, payment fraud, chargeback abuse, or other deceptive financial activity.
• Harass, threaten, abuse, or unlawfully discriminate against other users.
• Attempt to gain unauthorized access to Herd Yard systems or another user's account.
• Upload malicious software or otherwise interfere with the operation or security of the Platform.
• Use Herd Yard for unlawful activities.
• Use Herd Yard in a manner that violates applicable federal, state, or local laws or regulations.

Herd Yard may remove listings or suspend accounts that it reasonably believes violate these Terms or create legal, financial, security, or reputational risk to the Platform or its users.

11. No Guarantee of Listings or Transactions

Herd Yard does not guarantee:

• The accuracy or completeness of user-submitted listings;
• The health, condition, genetics, pedigree, fertility, performance, quality, or value of livestock or genetics;
• That a buyer will complete a purchase;
• That a seller will complete a sale;
• That any item will sell;
• That any user is financially capable of completing a transaction; or
• The performance or conduct of any buyer, seller, transporter, veterinarian, storage facility, breeding facility, or other third party.

Users are responsible for conducting appropriate due diligence before entering into a transaction.

12. Disputes Between Buyers and Sellers

For private-treaty transactions completed directly between buyers and sellers, the parties are responsible for resolving disputes between themselves.

Herd Yard is not obligated to mediate or adjudicate disputes involving livestock condition, representations, payment, transportation, delivery, ownership, or other transaction terms.

For transactions processed through Herd Yard's e-commerce system, Herd Yard may administer refunds, payment disputes, chargebacks, documentation requirements, or fund releases according to the applicable transaction policies and payment processor requirements.

Herd Yard's involvement in administering a payment transaction does not make Herd Yard the buyer or seller of the underlying livestock, genetics, or other goods.

13. Limitation of Liability

To the fullest extent permitted by law, Herd Yard and its owners, members, managers, employees, contractors, affiliates, and agents will not be liable for indirect, incidental, special, consequential, exemplary, or punitive damages arising from or related to:

• A transaction between users;
• The condition, health, quality, genetics, performance, or delivery of livestock or genetics;
• False or inaccurate listings;
• Non-payment or non-delivery;
• Transportation;
• User conduct;
• Payment processing delays or failures;
• Third-party services; or
• Use of or inability to use the Platform.

Herd Yard provides a marketplace and technology platform and does not assume responsibility for the performance of buyers or sellers.

Nothing in these Terms excludes liability that cannot legally be excluded or limited under applicable law.

14. Indemnification

To the fullest extent permitted by law, you agree to indemnify, defend, and hold harmless Herd Yard and its owners, members, managers, employees, contractors, affiliates, and agents from claims, damages, liabilities, losses, costs, and reasonable legal expenses arising from or related to:

• Your listings;
• Your purchase or sale of livestock, genetics, or other products;
• Your violation of these Terms;
• Your violation of applicable law;
• Your infringement of another person's rights;
• Your representations to another user; or
• Your fraudulent, negligent, or wrongful conduct.

15. Platform Content

Users retain ownership of content they submit to Herd Yard, including listing descriptions, photographs, videos, logos, and other materials.

By submitting content to Herd Yard, you grant Herd Yard a non-exclusive, worldwide, royalty-free license to host, reproduce, display, distribute, resize, modify for formatting, and use that content for operating, promoting, advertising, and marketing Herd Yard and the user's listings or Producer Profile.

You represent that you own or have permission to use any content you upload to Herd Yard.

16. Suspension and Termination

Herd Yard may remove listings, restrict features, suspend accounts, or terminate access to the Platform when Herd Yard reasonably determines that a user has violated these Terms, engaged in fraudulent or abusive conduct, created unacceptable risk, or violated applicable law.

Termination or suspension does not eliminate payment, refund, chargeback, indemnification, or other obligations incurred before termination.

17. Changes to These Terms

Herd Yard may update these Terms from time to time to reflect changes to the Platform, pricing, payment functionality, legal requirements, or business practices.

Updated Terms will be posted on the Herd Yard website with a revised effective date.

Material changes affecting recurring paid services or existing transactions will be handled in accordance with applicable law and any notice requirements associated with those services.

Continued use of Herd Yard after updated Terms become effective constitutes acceptance of the revised Terms.

18. Governing Law

These Terms and your use of Herd Yard are governed by the laws of the Commonwealth of Virginia, without regard to conflict-of-law principles, except where applicable federal law controls.

19. Contact Us

Questions regarding these Terms may be directed to:

Herd Yard LLC

Email: [email protected]