HerdStat LLC Terms of Use

1.1. These Terms apply to all users of the Service, including without limitation sale barns, producers, consignors, buyers, staff users, invitees, anonymous submitters, browsers, and any other person or entity accessing or using the Service.

1.2. You represent and warrant that:

• you are legally capable of entering into a binding agreement;
• you are at least the age of majority in your jurisdiction;
• you have full power and authority to accept these Terms on behalf of yourself and, if applicable, the entity you represent; and
• your use of the Service does not violate any applicable law, regulation, contract, or third-party right.

1.3. If you are using the Service on behalf of a company, ranch, farm, sale barn, partnership, LLC, corporation, or other entity, you represent and warrant that you have authority to bind that entity to these Terms, and "you" includes both you and that entity.

For purposes of these Terms:

• "Service" means the HerdStat platform and all related tools and services.
• "User Content" means all data, information, text, listings, lot details, livestock descriptions, health records, certifications, marketing copy, media, uploads, messages, contact information, documents, comments, and other content submitted, uploaded, posted, generated, transmitted, or otherwise made available through the Service by or on behalf of a user.
• "Public Content" means any User Content designated, displayed, promoted, syndicated, embedded, linked, indexed, or otherwise made available to the public or to third parties through the Service.
• "Sale Barn" means any auction market, stockyard, livestock market, sale operator, or similar business using the Service.
• "Producer" means any rancher, farmer, consignor, owner, or other party submitting livestock, lot, or consignment information.
• "Buyer" means any person or entity viewing, inquiring about, or purchasing livestock or related opportunities promoted through the Service.
• "Anonymous Submission" means any submission made without a fully verified or registered account or without HerdStat independently verifying the submitter's identity, authority, or information.

3.1. HerdStat provides software, marketing, communication, data-management, listing, promotion, workflow, and related technology tools for the livestock industry.

3.2. HerdStat is not:

• a buyer, seller, owner, consignor, dealer, broker, market agency, auctioneer, stockyard, transporter, veterinarian, appraiser, escrow agent, payment processor for livestock transactions, insurer, lender, or guarantor;
• a party to any transaction between any users;
• a fiduciary, trustee, agent, or representative of any user unless HerdStat expressly agrees otherwise in a separate written agreement signed by HerdStat.

3.3. HerdStat does not buy, sell, own, broker, auction, warehouse, transport, inspect, vaccinate, weigh, treat, certify, verify, endorse, guarantee, finance, settle, or take possession of livestock.

3.4. All sales, consignments, negotiations, private arrangements, inquiries, offers, communications, and transactions are solely between the applicable users, including without limitation sale barns, producers, consignors, buyers, and their representatives.

3.5. No joint venture, partnership, employment, franchise, agency, fiduciary, or similar relationship is created between you and HerdStat by these Terms or by use of the Service.

4.1. HerdStat does not control or guarantee:

• whether any livestock will be accepted, listed, promoted, sold, rejected, withdrawn, delivered, or paid for;
• the truth, accuracy, quality, health, condition, title, ownership, age, breed, weight, fertility, vaccination status, records, certifications, performance, or suitability of livestock;
• the identity, authority, solvency, legitimacy, licensing, or conduct of any user;
• any bid, price, reserve, inquiry, lead, buyer interest, sale result, private sale, auction result, or business outcome;
• payment, collection, settlement, nonpayment, chargeback, fraud, or financial performance between users;
• compliance by any user with applicable laws or sale terms;
• uninterrupted access, availability, success, lead generation, conversion, exposure, or revenue.

4.2. Any use of the Service for promotion, inquiry, communication, workflow, sale preparation, or private-sale initiation does not make HerdStat responsible for the transaction or its outcome.

5.1. You may be required to create an account to access some or all of the Service. You agree to provide accurate, current, and complete information and to keep it updated.

5.2. You are solely responsible for:

• maintaining the confidentiality of your login credentials;
• all activity occurring under your account;
• ensuring invited staff, team members, agents, and representatives comply with these Terms;
• promptly notifying HerdStat of any unauthorized use, security incident, or suspected breach.

5.3. HerdStat may rely on instructions, uploads, approvals, permissions, and actions taken through your account or organizational workspace as authorized by you.

5.4. HerdStat is not liable for any loss arising from unauthorized access to your account, compromised credentials, internal misuse by your staff, or your failure to secure your account.

6.1. You may only submit, upload, post, or transmit User Content if you have all rights, authority, permissions, and legal bases necessary to do so.

6.2. You represent and warrant that:

• you own or control all rights necessary for the User Content;
• the User Content is truthful to the best of your knowledge and belief;
• the User Content does not misrepresent livestock, health history, treatment history, title, authority, ownership, or compliance status;
• you have authority to submit content on behalf of any ranch, producer, sale barn, veterinarian, employee, staff member, consignor, or other person referenced in the content;
• you have obtained all legally required consents to provide any personal information, phone numbers, email addresses, documents, media, or other data submitted to the Service.

6.3. You are solely responsible for verifying that your submissions are accurate, lawful, current, complete, and suitable for the intended use.

7.1. The Service may enable you to create, upload, submit, transmit, store, generate, and publish User Content, including Public Content.

7.2. You understand and agree that some or all User Content may be:

• displayed publicly through the Service;
• displayed to sale barns, producers, buyers, staff, invited users, and other third parties;
• made available through public pages, links, sale pages, lot pages, promotional pages, search results, embeds, widgets, syndication, iframes, shared links, screenshots, exports, or social sharing;
• indexed, cached, copied, archived, or referenced by search engines, browsers, third-party platforms, or internet archives;
• retained in backups, logs, records, support systems, and business records even if later modified or deleted from active display.

7.3. Public posting is at your sole risk. HerdStat is not responsible for third-party copying, scraping, reposting, archiving, dissemination, or use of Public Content once made available.

7.4. HerdStat may, but has no obligation to, tag, format, organize, rearrange, crop, resize, re-encode, excerpt, summarize, headline, promote, or otherwise process User Content in order to operate and improve the Service.

8.1. The Service may permit Anonymous Submissions, including without limitation public consignment submissions to a published sale event.

8.2. Anonymous Submissions are submitted at the submitter's sole risk. HerdStat does not verify the identity, authority, ownership, truthfulness, or accuracy of any Anonymous Submission.

8.3. HerdStat does not guarantee that any Anonymous Submission will be reviewed, accepted, published, approved, rejected, responded to, or acted upon by any sale barn or other user.

8.4. Any sale barn, producer, or other receiving user is solely responsible for evaluating, validating, accepting, rejecting, or using any Anonymous Submission.

8.5. HerdStat may retain, review, remove, restrict, reject, or disclose Anonymous Submissions to the extent permitted or required by law or as reasonably necessary to operate, protect, or enforce the Service.

9.1. HerdStat does not independently verify, inspect, authenticate, investigate, test, confirm, or guarantee:

• livestock identity, ownership, title, possession, or authority to sell;
• livestock weight, age, breed, class, head count, sex, condition, fertility, disposition, or performance;
• health records, vaccination records, veterinary certifications, treatment history, feeding history, breeding history, diagnostic records, DVM certifications, or related documents;
• the identity, credibility, business reputation, or legal compliance of any user;
• the accuracy of any listing, lot description, consignment, sale detail, document, photo, video, statement, or representation.

9.2. Display, hosting, formatting, processing, promotion, or transmission of any User Content by HerdStat does not constitute endorsement, certification, verification, approval, or adoption of that content by HerdStat.

9.3. Any reliance on the Service, any User Content, any listing, any certification, or any communication is solely at your own risk.

10.1. The Service may offer features that use artificial intelligence, machine learning, automation, templates, or other computational processes to generate marketing descriptions, titles, summaries, promotional materials, recommendations, or other output.

10.2. AI-generated or automated output may be inaccurate, incomplete, misleading, outdated, offensive, or otherwise unsuitable for your purposes.

10.3. HerdStat does not verify or guarantee any AI-generated or automated output.

10.4. You are solely responsible for reviewing, editing, approving, rejecting, and assuming all risk for any AI-generated or automated output before publication, distribution, or reliance.

10.5. HerdStat disclaims all liability arising from or related to AI-generated or automated output, including any errors, omissions, inaccuracies, claims, regulatory issues, reputational harm, or transaction disputes.

11.1. By using the Service, you consent to receive communications from HerdStat relating to your account, the Service, operations, support, system messages, legal notices, and other administrative matters by email, phone, in-app notice, or other contact methods you provide.

11.2. The Service may enable or facilitate communications between users, including sale barns, producers, buyers, staff, invitees, and anonymous submitters.

11.3. You acknowledge and agree that:

• HerdStat may provide tools that allow you to send, receive, route, relay, display, or manage communications;
• HerdStat does not control the content, legality, accuracy, timing, consent status, or compliance of user-to-user communications;
• as between HerdStat and you, you are solely responsible for communications you send or direct to be sent through or in connection with the Service.

11.4. You represent, warrant, and covenant that before sending or directing any commercial email, text message, automated call, prerecorded message, or other communication through the Service or using contact information obtained from the Service, you will obtain all legally required consents and comply with all applicable laws, regulations, and industry requirements.

11.5. You may not use the Service for spam, unlawful solicitation, harassment, lead resale in violation of law, or any mass outreach lacking required consent.

11.6. HerdStat may log, filter, monitor, block, or preserve messaging metadata or content as reasonably necessary to operate the Service, investigate abuse, enforce these Terms, protect users, comply with law, or maintain system integrity.

Email Marketing Acceptable Use Policy

Sections 11.7 through 11.15 apply to any user who sends, schedules, automates, or directs marketing, promotional, or bulk email through the Service (each, a "Sender"). These provisions are in addition to, and do not limit, Sections 11.1 through 11.6.

11.7. HerdStat provides email sending tools as a conduit. Each Sender, and not HerdStat, is the sender of record of its messages for all purposes, including the CAN-SPAM Act of 2003, its implementing regulations, and any analogous state, provincial, or foreign law. HerdStat does not review, approve, or verify the recipients, content, timing, or lawfulness of any Sender's messages.

11.8. Recipient warranty. For every recipient a Sender emails through the Service, the Sender represents, warrants, and covenants on a continuing basis that:

• the recipient is the Sender's own past or prospective customer, consignor, buyer, or business contact, with whom the Sender has a genuine prior business relationship, or the recipient affirmatively requested or consented to receive the Sender's messages;
• the recipient's contact information was collected by the Sender directly, or was generated by the recipient's own use of the Service, in each case lawfully;
• the Sender has all rights, permissions, and legal bases necessary to email that recipient for the purpose in question; and
• emailing that recipient does not violate any law, regulation, court order, contract, privacy policy, or representation previously made to that recipient.

11.9. Prohibited lists. Senders may not upload, import, enter, or email any address list that was, in whole or in part, purchased, rented, leased, licensed, bartered, borrowed, co-registered, appended, scraped, harvested, crawled, guessed, generated by dictionary or brute-force methods, obtained from a third party without the recipient's knowledge, or acquired from another livestock market, auction, publication, association, or directory without the right to use it for marketing email.

11.10. Attestations. The Service may require a Sender to confirm one or more statements regarding the origin of a list or dataset before contacts may be added or emailed. Each such confirmation is a representation and warranty by the Sender and by the individual making it, is made under Section 21 as an electronic signature, and is recorded by HerdStat together with the confirming individual's identity, the date and time, and the network address from which it was made. A Sender may not make any such confirmation that is untrue, incomplete, or made without a reasonable basis, and may not direct or permit another person to do so.

11.11. Opt-outs and suppression. Senders must honor every opt-out, unsubscribe, revocation, or do-not-contact request promptly and in all events within ten (10) days, and must not re-add, re-import, re-subscribe, or otherwise circumvent the suppression of any address that has opted out, whether through the Service or by any other means. Senders may not remove, obscure, disable, alter, redirect, or defeat any unsubscribe link, preference link, postal address, sender identification, list-unsubscribe header, tracking mechanism, or other compliance element that the Service includes in or attaches to a message.

11.12. Message content. Senders may not use false, forged, misleading, or deceptive header information, sender names, reply-to addresses, domains, subject lines, preview text, or link destinations; may not disguise a commercial message as a transactional, personal, or administrative one; and must ensure each message is identifiable as an advertisement or solicitation where required by law and includes a valid physical postal address at which the Sender can receive mail.

11.13. Deliverability and shared reputation. Senders acknowledge that email sending capacity, domains, and reputation may be shared across users of the Service, and that one Sender's conduct can harm other users. HerdStat may, at any time and without prior notice or liability, impose or reduce sending limits, throttle or delay delivery, require warm-up periods, suppress individual addresses, pause or disable a Sender's marketing sending, or terminate a Sender's access to the sending tools, including where bounce rates, spam-complaint rates, engagement metrics, list quality, blocklist activity, recipient reports, or third-party provider action indicate risk. HerdStat is not obligated to send, deliver, or continue sending any message, and does not guarantee delivery, inbox placement, timing, or engagement.

11.14. Records and cooperation. HerdStat may retain and produce, and Senders authorize HerdStat to produce, sending records, attestations, list-origin records, opt-out records, message content, and related metadata to email service providers, blocklist operators, regulators, courts, law enforcement, and complainants as HerdStat deems necessary to respond to a complaint, investigation, or legal process, or to protect the Service and its users. Senders will cooperate promptly and in good faith with any such inquiry and will, upon request, substantiate the basis on which they emailed any recipient.

11.15. Sender responsibility and indemnity. Each Sender is solely and fully responsible for its messages and its lists. Without limiting Section 26, each Sender will defend, indemnify, and hold harmless HerdStat and the parties identified in Section 26.1 from and against any and all claims, demands, actions, investigations, proceedings, damages, judgments, settlements, penalties, fines, statutory damages, losses, liabilities, costs, and expenses, including reasonable attorneys' fees, arising out of or related to: the Sender's messages; the Sender's lists or contact data; any breach of Sections 11.7 through 11.14; any claim that a recipient did not consent to, request, or have a business relationship supporting the Sender's messages; and any regulatory action, private claim, class action, blocklisting, or provider termination resulting from the Sender's sending activity. A violation of this Email Marketing Acceptable Use Policy is a material breach of these Terms and may result in immediate suspension or termination under Section 18 without refund.

Text Messaging (SMS/MMS) Program Terms and Acceptable Use Policy

Sections 11.16 through 11.22 apply to any user who sends, schedules, or directs text messages through the Service, and to any person who receives them.

11.16. Program description. Sale barns may use the Service to send text messages (such as sale announcements, consignment deadlines, sale sheet links, and market updates) to their own buyers, sellers, and contacts from a dedicated number assigned to that sale barn. Message frequency varies. Message and data rates may apply. Reply STOP to cancel and HELP for help at any time. Carriers are not liable for delayed or undelivered messages. Consent to receive text messages is not a condition of any purchase, sale, or consignment.

11.17. Sender of record. The sale barn, and not HerdStat, is the sender of record and the party responsible for every text message it sends. HerdStat provides tools and a dedicated number only as a conduit and does not review, approve, or control message content, recipients, or consent.

11.18. Prior express written consent. Before sending any marketing text to a person, the Sender must hold that person's prior express written consent for text messages from the Sender, obtained in compliance with the Telephone Consumer Protection Act, the CTIA Messaging Principles and Best Practices, and applicable state law, and must be able to prove it on request. Consent must be specific to text messaging, must clearly identify the Sender, and may not be bought, rented, shared, or inferred from an email opt-in, a business relationship, or an uploaded list. Phone numbers imported without documented text consent may not be texted.

11.19. Opt-out and help. Senders must honor STOP, STOPALL, UNSUBSCRIBE, CANCEL, END, and QUIT requests immediately and must never text a number that has opted out unless that person opts in again. The Service records opt-outs automatically and blocks further marketing texts to those numbers; Senders may not circumvent that block.

11.20. Prohibited content. Senders may not send messages that are unlawful, deceptive, harassing, or threatening, or that involve phishing, fraud, or illegal goods or services. Senders may not use the Service to send content related to cannabis, hemp-derived products, firearms, gambling, sweepstakes, adult content, high-risk financial offers, or debt collection, and may not use URL shorteners other than those provided by the Service. Messages must identify the sale barn that is sending them.

11.21. Registration and carrier review. Texting from a dedicated number requires carrier verification of the sale barn's business. The Sender authorizes HerdStat to submit the business information on file (legal name, address, contact, website, and tax or registration number) to its messaging providers and carriers for that purpose, and represents that the information is accurate. Verification is decided by carriers; HerdStat does not guarantee approval, timing, or continued delivery, and carriers may suspend or block numbers at any time.

11.22. Suspension, records, and indemnity. HerdStat may suspend or terminate texting immediately, without refund, if it receives complaints, carrier or provider notices, or has reason to believe a Sender is violating this Section. HerdStat may retain and disclose consent records, opt-out records, and message logs to carriers, providers, regulators, and complainants. Each Sender will defend, indemnify, and hold harmless HerdStat and the parties identified in Section 26.1 from all claims, penalties, statutory damages (including per-message damages under the Telephone Consumer Protection Act), fines, and costs, including reasonable attorneys' fees, arising from the Sender's text messages, consent practices, or lists, as provided in Section 11.15.

12.1. Any livestock information made available through the Service is supplied by users and is not independently verified by HerdStat.

12.2. Health records, treatment records, certifications, veterinary information, breeding information, and similar data are provided for convenience only and may be incomplete, inaccurate, outdated, or disputed.

12.3. HerdStat does not provide veterinary, medical, legal, accounting, tax, brokerage, auctioneering, financing, or regulatory advice.

12.4. Nothing on the Service constitutes a guarantee of animal condition, merchantability, fitness, health, suitability, compliance, fertility, or future performance.

13.1. As between you and HerdStat, you retain whatever ownership rights you may have in your User Content, subject to the rights granted in these Terms.

13.2. You hereby grant to HerdStat and its affiliates, service providers, contractors, successors, assigns, sublicensees, and distribution partners a worldwide, non-exclusive, royalty-free, fully paid-up, transferable, sublicensable license to host, store, use, reproduce, modify, adapt, format, process, translate, excerpt, publish, display, perform, distribute, transmit, syndicate, embed, promote, create derivative works from, and otherwise exploit your User Content in connection with:

• operating, maintaining, supporting, securing, and improving the Service;
• publishing and promoting sales, lots, consignments, and related opportunities;
• generating marketing materials, thumbnails, excerpts, metadata, analytics, and AI-assisted output;
• sharing Public Content through webpages, public links, embeds, widgets, feeds, syndication, exports, and integrations;
• internal business operations, backups, support, debugging, recordkeeping, audits, training, testing, and legal compliance.

13.3. The rights granted by you survive termination of these Terms to the extent necessary for HerdStat to maintain records, backups, legal compliance, archived content, or continued operation of previously distributed Public Content, subject to applicable law and the Privacy Policy.

13.4. You waive, and agree not to assert, any moral rights, publicity rights, inspection rights, approval rights, or similar rights to the maximum extent permitted by law as to HerdStat's permitted use of User Content under these Terms.

If you provide ideas, suggestions, comments, proposals, corrections, improvements, or feedback regarding the Service ("Feedback"), you grant HerdStat a perpetual, irrevocable, worldwide, royalty-free, fully paid-up right to use, disclose, reproduce, modify, commercialize, and otherwise exploit that Feedback for any purpose without restriction, attribution, notice, or compensation.

15.1. HerdStat may charge subscription fees, setup fees, usage fees, feature fees, add-on fees, service fees, storage fees, transaction-adjacent fees, promotional fees, or other charges for access to the Service or portions of the Service.

15.2. Unless otherwise stated in a separate written order form or billing agreement:

• fees are quoted and payable in U.S. dollars;
• fees are due in advance or as billed;
• fees are non-cancelable and non-refundable except as required by law or expressly stated by HerdStat in writing;
• you authorize HerdStat and its payment processors to charge your payment method for all amounts due, including recurring subscriptions, renewals, overages, taxes, and past-due balances.

15.3. You are solely responsible for all taxes, duties, levies, and governmental charges associated with your use of the Service, excluding taxes based on HerdStat's net income.

15.4. HerdStat may change pricing, introduce new fees, modify billing metrics, suspend promotional pricing, or discontinue plans at any time upon notice as determined by HerdStat.

15.5. If your payment method fails, expires, is declined, or your account becomes past due, HerdStat may suspend or terminate access, downgrade features, withhold functionality, remove content from active display, or pursue collection remedies.

15.6. Separate livestock sale payments, sale proceeds, buyer obligations, settlement amounts, and private transaction payments are not processed or guaranteed by HerdStat unless HerdStat expressly states otherwise in a separate written agreement.

16.1. The Service, including its software, code, designs, layouts, interfaces, databases, workflows, branding, trade names, logos, text, compilations, methods, know-how, and all related intellectual property rights, are and remain the exclusive property of HerdStat or its licensors.

16.2. Subject to these Terms, HerdStat grants you a limited, revocable, non-exclusive, non-transferable, non-sublicensable right to access and use the Service for your internal business use or authorized use only.

16.3. You may not, and may not permit any third party to:

• copy, reproduce, republish, sell, lease, sublicense, scrape, frame, mirror, or exploit the Service except as expressly allowed;
• reverse engineer, decompile, disassemble, decode, or attempt to derive source code or underlying ideas;
• circumvent or disable security or technical restrictions;
• access the Service to build a competitive product or service;
• use automated systems to extract data except through features expressly authorized by HerdStat in writing.

You may not, directly or indirectly:

• submit false, misleading, deceptive, fraudulent, or unlawful content;
• impersonate any person or entity or misrepresent affiliation, ownership, authority, or consent;
• submit livestock information you know or should know is materially inaccurate;
• upload content that infringes intellectual property, privacy, publicity, confidentiality, or other rights;
• use the Service to stalk, harass, defame, threaten, abuse, exploit, or discriminate against any person;
• upload malware, code, scripts, bots, or other harmful materials;
• interfere with system integrity, performance, or security;
• scrape, mine, harvest, collect, or aggregate user data without authorization;
• use contact information from the Service for unlawful, unsolicited, or non-compliant marketing or solicitation;
• use the Service in a way that could expose HerdStat to regulatory liability, reputational harm, or legal claims;
• bypass plan limits, seat limits, or technical restrictions;
• reproduce or redistribute Public Content outside the rights granted by the Service or applicable law;
• use the Service in connection with any unlawful or regulated activity without complying with all applicable laws.

18.1. HerdStat reserves the right, but not the obligation, to monitor, screen, review, edit, reject, remove, disable, restrict, preserve, or disclose any content, account, communication, or activity for any reason or no reason, including where HerdStat suspects:

• fraud, spam, abuse, or unlawful conduct;
• infringement of rights;
• inaccurate or risky livestock representations;
• violations of these Terms;
• risk to users, systems, or HerdStat's business.

18.2. HerdStat may suspend, disable, or terminate your access to all or part of the Service immediately and without liability if HerdStat believes, in its sole discretion, that you have violated these Terms, created risk, failed to pay fees, misused the Service, or exposed HerdStat or others to harm.

18.3. HerdStat may cooperate with law enforcement, regulators, courts, payment processors, service providers, or injured parties in investigating suspected wrongdoing.

18.4. HerdStat is not liable to you or any third party for any moderation, takedown, suspension, disclosure, preservation, or enforcement decision.

19.1. The Service may integrate with or rely on third-party providers, including without limitation payment processors, hosting providers, media platforms, email providers, analytics providers, mapping providers, cloud storage providers, AI providers, and other vendors.

19.2. HerdStat does not control and is not responsible for third-party products, services, websites, content, functionality, terms, privacy practices, outages, errors, or acts or omissions.

19.3. Your use of third-party services may be subject to separate terms and policies between you and those third parties.

20.1. Your use of the Service is also subject to the HerdStat Privacy Policy, as updated from time to time, which is incorporated into these Terms by reference to the extent permitted by law.

20.2. You acknowledge that the Service is designed to facilitate information sharing among users and public promotion of certain listings, consignments, sale information, and related content.

20.3. You are solely responsible for deciding what information you submit, designate for public display, or make available to other users.

21.1. You agree that your use of the Service, including clicking buttons, checking boxes, submitting forms, uploading content, or otherwise taking action electronically, constitutes your electronic signature and forms a binding agreement.

21.2. You consent to receive notices, disclosures, invoices, policies, and other communications electronically.

23.1. You acknowledge that livestock-related activities, public marketing, digital communications, user-submitted data, anonymous submissions, and commercial transactions involve inherent and substantial risks, including misrepresentation, fraud, dispute, injury, illness, death, loss, reputational harm, business interruption, data loss, regulatory issues, and financial loss.

23.2. You voluntarily assume all risks arising from your access to, use of, or reliance on the Service and any User Content.

To the maximum extent permitted by law, you release and forever discharge HerdStat and its affiliates, owners, officers, managers, employees, contractors, licensors, service providers, and agents from any and all claims, demands, causes of action, damages, liabilities, losses, and expenses arising out of or relating to disputes, transactions, communications, content, livestock, sale events, private dealings, payment issues, health issues, title issues, delivery issues, fraud, or misconduct involving any other user or third party.

If applicable law prevents a full release, this release applies to the fullest extent permitted.

26.1. You agree to defend, indemnify, and hold harmless HerdStat and its affiliates, owners, officers, managers, employees, contractors, licensors, service providers, successors, assigns, and agents from and against any and all claims, demands, actions, investigations, proceedings, damages, judgments, settlements, penalties, fines, losses, liabilities, costs, and expenses, including reasonable attorneys' fees and costs, arising out of or related to:

• your use of or access to the Service;
• your User Content;
• your livestock information, listings, consignment details, records, certifications, communications, or marketing materials;
• your violation of these Terms;
• your violation of law or third-party rights;
• your negligence, fraud, misconduct, or misrepresentation;
• any dispute or transaction between you and any other user or third party;
• communications sent by you or at your direction through or in connection with the Service.

26.2. HerdStat may assume the exclusive defense and control of any matter subject to indemnification by you, and you agree to cooperate fully with HerdStat in the defense of such matter.

27.1. HerdStat may modify, suspend, discontinue, or restrict any aspect of the Service at any time, with or without notice, and without liability.

27.2. HerdStat is not liable for any delay, interruption, outage, data loss, corruption, cyber event, vendor failure, internet failure, telecommunications failure, force majeure event, labor issue, natural disaster, weather event, disease outbreak, governmental action, war, terrorism, civil unrest, or any cause beyond HerdStat's reasonable control.

27.3. HerdStat may perform maintenance, upgrades, migrations, patches, or emergency measures that temporarily affect availability or functionality.

28.1. You may stop using the Service at any time.

28.2. HerdStat may terminate or suspend your access immediately, with or without notice, for any reason or no reason, including nonpayment, risk, abuse, suspected wrongdoing, legal exposure, or violation of these Terms.

28.3. Upon termination:

• your right to access and use the Service ceases immediately;
• HerdStat may retain, archive, delete, or continue to store content, logs, records, billing data, and backups in accordance with law, business needs, and the Privacy Policy;
• any Public Content already distributed, embedded, indexed, or syndicated may continue to exist beyond termination.

28.4. Sections that by their nature should survive termination shall survive, including without limitation provisions relating to ownership, licenses, disclaimers, limitations of liability, indemnification, release, billing obligations, dispute resolution, and miscellaneous terms.

29.1. HerdStat may revise these Terms at any time by posting updated Terms or otherwise notifying you.

29.2. Unless otherwise stated, revised Terms become effective upon posting.

29.3. Your continued access to or use of the Service after the effective date of revised Terms constitutes acceptance of the revised Terms.

29.4. HerdStat may add, modify, remove, or discontinue features, workflows, communication tools, data fields, pricing models, integrations, transaction-adjacent tools, or product categories at any time.

These Terms and any dispute arising out of or relating to these Terms or the Service shall be governed by and construed in accordance with the laws of the State of Oklahoma, without regard to conflict-of-law rules.

31.1. To the extent not subject to arbitration under Section 32, any action or proceeding arising out of or relating to these Terms or the Service shall be brought exclusively in the state or federal courts located in Woodward County, Oklahoma, and you irrevocably consent to personal jurisdiction and venue in those courts.

32.1. Except for claims that may be brought in small claims court or claims for injunctive or equitable relief relating to intellectual property, confidentiality, unauthorized access, misuse, or nonpayment, any dispute, claim, or controversy arising out of or relating to these Terms or the Service shall be resolved exclusively by final and binding arbitration on an individual basis.

32.2. The arbitration shall be administered by AAA (American Arbitration Association) under its applicable commercial arbitration rules then in effect.

32.3. The arbitration shall be conducted in Woodward County, Oklahoma, unless HerdStat elects to conduct it by remote means.

32.4. The arbitrator shall have exclusive authority to resolve all threshold arbitrability issues, including formation, enforceability, scope, and applicability of this arbitration agreement.

32.6. To the maximum extent permitted by law, the arbitrator may not consolidate more than one person's claims and may not preside over any class, collective, or representative proceeding.

32.7. If any part of this Section 32 is found unenforceable as to a particular claim for class, collective, or representative relief, that claim shall be severed and litigated in court, and the remaining claims shall be arbitrated on an individual basis to the maximum extent permitted.

32.8. Judgment on the arbitration award may be entered in any court of competent jurisdiction.

33.1. To the maximum extent permitted by law, any claim by you arising out of or relating to the Service or these Terms must be brought within one (1) year after the event giving rise to the claim, or such claim is permanently barred.

33.2. HerdStat may provide notices to you by email, in-app message, posting, or any contact method associated with your account, and such notice will be deemed given when sent or posted.

34.1. You are solely responsible for compliance with all laws, regulations, ordinances, agency rules, industry requirements, consent requirements, and contractual obligations applicable to your use of the Service, your communications, your content, your livestock activities, your sales practices, and your business.

34.2. HerdStat does not undertake to monitor, interpret, or enforce your legal compliance and is not liable for your failure to comply.

You may not use the Service in violation of export control, sanctions, or trade laws. You represent and warrant that you are not located in, organized under the laws of, or ordinarily resident in any restricted jurisdiction to the extent prohibited by applicable law, and that you are not on any government restricted-party list applicable to the Service.

You may not assign, transfer, delegate, or sublicense any rights or obligations under these Terms without HerdStat's prior written consent. HerdStat may assign these Terms freely, including in connection with a merger, acquisition, sale of assets, financing, reorganization, or by operation of law.

37.1. These Terms, together with any incorporated policies and any separate written order form or billing agreement signed by HerdStat, constitute the entire agreement between you and HerdStat regarding the Service and supersede all prior or contemporaneous understandings relating to the Service.

37.2. If any provision of these Terms is found invalid, illegal, or unenforceable, that provision shall be enforced to the maximum extent permitted and the remaining provisions shall remain in full force and effect.

37.3. No failure or delay by HerdStat in exercising any right or remedy shall operate as a waiver.

37.4. Headings are for convenience only and do not affect interpretation.

37.5. The words "including," "include," and similar terms mean "including without limitation."

37.6. These Terms shall not be construed against HerdStat by virtue of authorship.

Questions regarding these Terms may be sent to: