Howdy and welcome to SalesMadeEZ. SalesMadeEZ is the easy way to organize, clerk, and register for a livestock sale and simplifies the sale experience for Sale Managers, Buyers, and Sellers. We look forward to helping you make your next sale easier than ever.
The term "you" as used in this Agreement refers to Sale Managers, Buyers, and Sellers, as the case may be (see definitions below). By accessing or using the Services (defined below), you confirm to be bound by this Agreement. If you do not agree to this Agreement, you may not access or use the Services. This Agreement expressly supersedes any prior agreements or arrangements with you. SalesMadeEZ may immediately terminate this Agreement or any Services with respect to you, or generally cease offering or deny access to the Services or any portion thereof, at any time for any reason, and your sole remedy in the event of termination by SalesMadeEZ shall be a refund of any amounts you have paid in advance in exchange for which you have not yet received the goods or services promised.
SalesMadeEZ may also amend this Agreement from time to time in a manner that does not materially and adversely impact your liability, costs, or obligations under this Agreement. If we make a material change to this Agreement, as determined solely by us, we will notify you by the email associated to your account and/or through a notice on the Website. Your continued use of the Services indicates your ongoing acceptance of this Agreement, including any amended terms, so you are encouraged to check the "Last Updated" date each time you log in to be sure you are aware of the current terms. If you object to any of the terms of this Agreement at any time, your sole remedy is to discontinue use of the Services. Any amendment to this Agreement other than the terms posted online from time to time will require a written amendment signed by both parties.
You agree that this Agreement is entered into electronically and that SalesMadeEZ may contact you electronically at the e-mail address and mobile telephone number you provide to us for purposes related to this Agreement, including for marketing purposes. You may opt out of any marketing messages by sending us notice of your opt-out to info@SalesMadeEZ.com.
In consideration of the foregoing, the parties, intending to be legally bound, agree to the terms set forth below.
"Buyer(s)" means any individual or entity who uses the Services to manage information relating to the purchase of livestock.
"Sale Manager(s)" means any individual or entity, including assigned sale staff or contractors, who uses the Services to manage information relating to the purchase and sale of livestock on behalf of Sellers and Buyers. A Sale Manager is responsible for the acts and omissions of sale staff, contractors, or other individuals or entity acting on behalf of the Sale Manager.
"Seller(s)" means any individual or entity who uses the Services to manage information relating to the sale of livestock.
"Service(s)" means SalesMadeEZ's livestock sales information management service known as SalesMadeEZ, which is offered through the website www.SalesMadeEZ.com (the "Website") and SalesMadeEZ's mobile application, if any (the "Application") and any ancillary online or offline products and services provided to you by SalesMadeEZ. The Service includes use of the Website and the Application, which provide tools for the entry and management of livestock sales information ("Sales Information"). SalesMadeEZ reserves the right to add, change, remove and/or modify the Services, including modifications to functionality, presentation and companion products. To the extent SalesMadeEZ includes third party services in the Services, SalesMadeEZ will have no responsibility or liability with respect to such third-party services.
"Software" means the software code used as part of the Service, both in connection with the Services rendered under this Agreement, together with all other related and accompanying descriptive materials published online or in print (the "Documentation"), provided by SalesMadeEZ via the Service, and any update or a new release of the Software.
"System" means the Software, the Services and all associated processes.
The terms of livestock sales, payment for those sales, and all matters related to the actual sale are between the Sale Manager, Seller, or Buyer, as appropriate. SalesMadeEZ does not exercise any influence or control over the sales and purchase agreements between Sale Managers, Sellers, and Buyers. Nor is it a party to those agreements. All matters regarding the accuracy of Sales Information entered by Sale Managers, Sellers, or Buyers must be settled between those parties without reference to SalesMadeEZ, and SalesMadeEZ shall be immediately dismissed from any litigation or other dispute between Sale Managers, Sales, or Buyers.
The System is protected by intellectual property laws and international treaty provisions. The System is licensed to you solely for your own internal use and for your own operations. Except as explicitly permitted herein, without the prior written consent of SalesMadeEZ, you will not (nor allow any third party to) directly or indirectly: (a) allow others to use the System, or use the System for the benefit of third parties, except on a one-time basis in an emergency; (b) except and only to the extent established by applicable law, attempt to decipher, reverse translate, decompile, disassemble or otherwise reverse engineer or attempt to reconstruct or discover any source code or underlying ideas or algorithms or file formats or programming or interoperability interfaces of the System by any means whatsoever; (c) develop methods to enable unauthorized parties to use the System or develop any other product containing any of the concepts and ideas contained in the System; (d) modify the System or create a derivative work of any portion of the System; (e) remove any copyright or other proprietary notices from the System; (f) test the System or use the System in connection with any benchmark tests, evaluation or any other tests of which the results are designated or likely to be published in any form or media or otherwise made available to the public; (g) circumvent, disable or otherwise interfere with security-related features of the System or features that enforce limitations on its use; (h) transmit any malicious code, viruses, worms or other items of a destructive or deceptive nature into or in connection with the System; (i) rent, lend, lease, sub-license, assign or transfer the System and/or your rights to the System; (j) make copies of the System or any portions thereof; (k) use the System in a manner that is not in compliance with the Documentation and with SalesMadeEZ's specific instructions; (l) copy nor modify, adapt or translate into any language the Documentation, nor create derivative works based on the Documentation; (m) violate, or encourage the violation of the legal rights of SalesMadeEZ, its suppliers or third parties; (n) use the System for any unlawful, invasive, infringing, defamatory or fraudulent purpose; and/or (o) access the System in order to build a competitive solution or to assist any third party to build a competitive solution. You agree to comply with all applicable laws, rules and regulations in connection with your use of the Services. You agree not to use the System to publish any defamatory, false, misleading, incorrect, or fraudulent information about any sale, product, person, or company. You also agree not to use the System to publish any inappropriate or immoral content, which may be removed by SalesMadeEZ in its sole and absolute discretion.
The System is based on software developed and owned by SalesMadeEZ and/or its licensors, and may use or include third party software, files and components that are subject to open source and third party license terms ("Third Party Components"). Your right to use such Third Party Components as part of, or in connection with, the System is subject to any applicable acknowledgements and license terms attached to such Third Party Components, contained therein or related thereto. If there is a conflict between the licensing terms of such Third Party Components and this Agreement, the licensing terms of the Third Party Components shall prevail in connection with the related Third Party Components. Such Third Party Components are provided on an "AS IS" basis without any warranty of any kind and shall be subject to any and all limitations and conditions required by such third parties. Under no circumstances shall the System or any portion thereof (except for the Third Party Components contained therein) be deemed to be "open source" or "publicly available" software. The System may also link to services or websites operated by third parties for various purposes. SalesMadeEZ makes no representation or warranties regarding the services made available by such third parties, and any claim arising out of your relationship or interaction with such third parties is solely between you and such third parties.
Each party may have access to certain non-public and/or proprietary information of the other party, in any form or media, including (without limitation), confidential trade secrets and other information related to the products, software, technology, data, know-how, or business of the other party, whether written or oral, and any other information that a reasonable person or entity should have reason to believe is proprietary, confidential, or competitively sensitive (the "Confidential Information"). Each party shall take reasonable measures, at least as protective as those taken to protect its own confidential information, but in no event less than reasonable care, to protect the other party's Confidential Information from disclosure to a third party. Except as expressly provided herein, neither party shall use or disclose the Confidential Information of the other party except as expressly permitted under this Agreement or by applicable law. All right, title and interest in and to Confidential Information are and shall remain the sole and exclusive property of the disclosing party. You agree that SalesMadeEZ may identify you as a user of the System and use your trademark and/or logo (i) in sales presentations, promotional/marketing materials, and press releases, and (ii) in order to develop a brief customer profile for use by SalesMadeEZ on our website or printed materials for promotional purposes. Confidential Information does not include information that is (a) previously known to the receiving party, free from any obligation to keep it confidential, (b) publicly disclosed by the disclosing party either prior to or subsequent to the receipt by the receiving party of such information, (c) independently developed by the receiving party without any access to Confidential Information, or (d) rightfully obtained from a third party lawfully in possession of Confidential Information who is not bound by confidentiality obligations to the disclosing party. The receiving party may disclose Confidential Information if the receiving party is required to do so under applicable law, rule or order; provided that the receiving party, where reasonably practicable and to the extent legally permissible, provides the disclosing party with prior written notice of the required disclosure.
Operation of the System and the provision of the Services hereunder requires you to share information related to you, including your name, e-mail address, street address, telephone number, and other personal information (collectively, the "Customer Data"). You agree that SalesMadeEZ will collect, monitor, store and use the Customer Data, on your behalf, in order to provide the Services, which in some cases includes publishing your Customer Data online for the purpose of allowing Sale Managers, Sellers, and Buyers to correspond with you directly, as the case may be. In addition, you acknowledge that all information related to sales or lots which you input into the System may be publicly available online to all browsers, whether or not they have opened an account. As between you and SalesMadeEZ, the intellectual property rights and all other rights, title and interest of any nature in and to the Customer Data, which may be stored on the System, are and shall remain your exclusive property. SalesMadeEZ shall be considered granted a non-revocable, non-exclusive, assignable, sub-licensable, royalty-free license to use, in accordance with any applicable privacy laws, the Customer Data in order to provide the Services. Except as set forth herein, nothing in this Agreement shall be construed as transferring any rights, title or interests in the Customer Data to SalesMadeEZ or any third party. Notwithstanding the foregoing, SalesMadeEZ may collect, disclose, publish and use in any other manner anonymous information which derives from the use of the System (i.e., non-identifiable information, aggregated and analytics information) ("Analytics Information")), in order to provide and improve SalesMadeEZ's programs and services and for any legitimate business purpose. SalesMadeEZ is and shall remain the sole owner of the Analytics Information. You may also provide ideas, comments, suggestions, and other feedback (together the "Feedback") related to the System, and in such cases, you grant SalesMadeEZ a non-revocable, non-exclusive, assignable, royalty-free, and perpetual license to use, publish, develop, and sale or otherwise dispose of any such Feedback for any and all business purposes.
When you register with SalesMadeEZ, you receive a license to use the System. Specific policies and procedures relating to the process of using the System are set forth on the System, and such policies and procedures shall be binding upon you.
The Sale Manager managing a particular sale will begin the process of setting up each sale online. Buyers and Sellers may access the Sale Information for a particular sale by signing up for an account or logging in to their existing account and registering for that sale. Sales Information will be entered by the parties in accordance with the policies and procedures contained in the System.
Fees (the "Fees") will be charged to the Sale Manager of each sale on the terms set forth on the Pricing page. Unless the Pricing page states otherwise, payment from the Sale Manager will be due within seven (14) days of the invoice date.
SalesMadeEZ reserves the right to modify the Fees at any time, upon notice to you, which notice may be provided by e-mail or at the Website; such new prices shall not apply to Services for which a sale has already been set up, but shall apply to any sales that are set up after the effective date of the change of the Fees. Fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and such taxes, levies and duties shall be added to the Fees. In addition to other remedies available to it, SalesMadeEZ expressly reserves the right to suspend or terminate the Services and notify you of such termination or suspension in the event you fail to pay the Fees in a timely manner, if your payment method does not work correctly, or if the Fees are not received for any other reason. You further agree and acknowledge that SalesMadeEZ has no obligation to retain your Sales Information if you fail to make payment when due and that the Sales Information may be deleted from the Service.
This Agreement is effective commencing on the date you sign up for the Service (the "Effective Date") and until terminated by SalesMadeEZ or you at any time (the "Term").
Upon any violation by you of any of the provisions of this Agreement, which has not been remedied within seven (7) days after you have been given written notice of the violation, which may be made via email, rights to use the System shall terminate.
Termination by you shall not relieve you from your obligation to pay any Fees for which you have become obligated during the Term.
Upon termination or expiration of this Agreement: (i) SalesMadeEZ will cease providing the Services hereunder, the license granted to you under this Agreement shall expire, and you shall discontinue all further use of the System; (ii) you shall immediately and permanently delete all copies of the Documentation in your possession or control; (iii) SalesMadeEZ shall immediately permanently delete all Sales Information provided by you pursuant to this Agreement, provided that the SalesMadeEZ will retain any Analytics Information which is derived from the use of the System and from the provision of the Services; (iv) any sums paid by you until the date of termination are non-refundable, and you shall not be relieved of your duty to discharge in full all due sums owed by you to SalesMadeEZ under this Agreement until the date of termination or expiration hereof, which sums shall become immediately due and payable on the date of termination or expiration of the Agreement. Upon termination or expiration of this Agreement, you will lose all access to the System. You are responsible to download your Sales Information prior to termination of this Agreement, if you wish to retain it. Termination of this Agreement shall not limit SalesMadeEZ from pursuing any other remedies available to it under the applicable law.
The provisions of this Agreement that, by their nature and content, must survive any expiration or termination of this Agreement in order to achieve the fundamental purposes of this Agreement shall so survive, including without limitation, the provisions regarding Title and Intellectual Property, Third Party Components, Confidentiality, Fees, Limitation on Warranty. Limitation of Liability, Indemnification, and Miscellaneous.
SalesMadeEZ's sole warranty regarding the Services is that they shall function in accordance with the Documentation ("Warranty"). SalesMadeEZ expressly does not warrant, that the use of the System will be uninterrupted or that use of the System will be error free or secure. SalesMadeEZ's sole liability and your sole and exclusive remedy for any breach of this Warranty by SalesMadeEZ shall be the correction of the defect that does not meet this limited Warranty, within a reasonable time, and no damages shall be payable by reason of the failure of the System at any time, other than a return of the fees paid by you that are attributable to the time during which the System was down. The foregoing Warranty applies only to failures in operation of the System that are reproducible in standalone form and does not apply (i) if the defect is caused by your failure to update your operating system or browser, including any security features or updates related to such operating system or browser; (ii) if the defect would have been avoided by the use of a current update of your operating system or browser; (iii) if the defect is caused by the combination, operation or use of the System with software, hardware or other materials not licensed hereunder and not conforming to SalesMadeEZ' specifications set forth in the Documentation; (iv) if the System is otherwise operated in violation of this Agreement or other than in accordance with the Documentation; (v) if the defect is caused due to problems inherent to the use of the internet and/or electronic communications.
EXCEPT FOR THE LIMITED WARRANTY SET FORTH ABOVE, THE LICENSE TO USE THE SERVICES AS SET FORTH HEREIN IS PROVIDED FOR THE USE OF THE SYSTEM "AS IS" WITHOUT ANY WARRANTY OF ANY KIND, AND SALESMADEEZ DISCLAIMS ANY AND ALL WARRANTIES, WHETHER EXPRESSED OR IMPLIED, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND ANY WARRANTY OF NON-INFRINGEMENT OF THIRD PARTY RIGHTS, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW; NO LICENSOR, DEALER, DISTRIBUTOR, RESELLER, AGENT OR EMPLOYEE IS AUTHORIZED TO MAKE ANY MODIFICATIONS, EXTENSIONS, OR ADDITIONS TO THIS WARRANTY. SALESMADEEZ SHALL NOT BE RESPONSIBLE FOR UNAUTHORIZED ACCESS TO, ALTERATION AND/OR LOSS TO THE SALES INFORMATION.
YOU HEREBY AGREE THAT IN NO EVENT SHALL SALESMADEEZ OR ITS SHAREHOLDERS, OFFICERS, EMPLOYEES OR AGENTS BE LIABLE FOR ANY INDIRECT, SPECIAL, CONSEQUENTIAL OR INCIDENTAL DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, COSTS OF PROCUREMENT OF SUBSTITUTE PRODUCTS OR SERVICES, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTIONS, LOSS OF BUSINESS INFORMATION OR DATA, OR OTHER PECUNIARY LOSS) ARISING OUT OF THE SALE OF, USE OF OR INABILITY TO USE THE SYSTEM, EVEN IF SALESMADEEZ HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS LIMITATION SHALL APPLY REGARDLESS OF THE FAILURE OF ANY ESSENTIAL PURPOSE. THIS LIMITATION IS AN ESSENTIAL PART OF THE AGREEMENT BETWEEN YOU AND SALESMADEEZ. IN NO EVENT WILL SALESMADEEZ BE LIABLE FOR ANY DAMAGES IN EXCESS OF THE AMOUNT SALESMADEEZ ACTUALLY RECEIVED FROM YOU IN CONNECTION WITH THE PARTICULAR SALE TO WHICH ANY CLAIM IS RELATED. YOU ACKNOWLEDGE THAT THIS LIMITATION REPRESENTS A REASONABLE ALLOCATION OF RISK, AND THAT SALESMADEEZ WOULD NOT PROVIDE THE SYSTEM EXCEPT UNDER THE TERMS OF THIS AGREEMENT. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS LIMITATION AND EXCLUSION MAY NOT APPLY TO YOU.
SalesMadeEZ acknowledges and agrees to defend, at its expense, any third party action or suit brought against you alleging that the System infringes the intellectual property rights held by any third party ("IP Infringement Claim"), and SalesMadeEZ will pay any damages awarded in final judgment against you that are attributable to any such claim; provided that (i) you notify SalesMadeEZ promptly in writing of such claim; and (ii) you grant SalesMadeEZ authority to handle the defense or settlement of any such claim, suit or proceeding and will provide SalesMadeEZ with all reasonable information and assistance, at SalesMadeEZ's expense. SalesMadeEZ will not be bound by any settlement that you enter into without our prior written consent. If the System becomes, or in SalesMadeEZ's opinion is likely to become, the subject of an IP Infringement Claim, then SalesMadeEZ may, at its sole option and expense (a) procure for you the right to continue using the System; (b) replace or modify the System to avoid the IP Infringement Claim; or (c) if options (a) and (b) cannot accomplished despite SalesMadeEZ's reasonable efforts, then SalesMadeEZ may discontinue providing the Services and grant you credit for the price of the Services already paid by you with respect to the period following such event. Notwithstanding the foregoing, SalesMadeEZ shall have no responsibility for IP Infringement Claims resulting from or based on: (i) modifications to the System made by a party other than SalesMadeEZ or its designee; (ii) your failure to use updated or modified System provided by SalesMadeEZ specifically to avoid infringement; or (iii) combination or use of the System with equipment, devices or software not supplied or authorized by SalesMadeEZ or not in accordance with SalesMadeEZ's instructions. THE FOREGOING TERMS STATE SALESMADEEZ'S SOLE AND EXCLUSIVE LIABILITY AND YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY CLAIMS OF INTELLECTUAL PROPERTY INFRINGEMENT OR MISAPPROPRIATION.
You warrant that you either own any copyrighted item, logo, picture or trademark published by you using the System or have a license or other unrestricted right to use such copyrighted item, logo, picture or trademark. You also agree to defend, indemnify and hold harmless SalesMadeEZ, its officers, directors, employees and agents, from and against any and all claims, damages, obligations, losses, liabilities, costs, debts, and expenses (including but not limited to attorney's fees) arising from or related to: (i) your unauthorized use of the System; (ii) your violation of any term of this Agreement (including without limitation any warranties provided herein); (iii) any third party claim, suit or proceeding that use of any copyrighted item, logo, picture or trademark, the Sales Information or Customer Data within the scope of this Agreement infringes any privacy or intellectual property right of a third party; (iv) any claim arising out of your or your agents' acts or omissions, including without limitation claims related to personal injury, death, or any other tortious conduct of you or your agents; and (v) any breach of contract or other legal claims arising between you and any Sale Manager, Seller, Buyer, or third party with whom you have contact in the process of using the Services. You understand that the Services are provided as an attempt to increase your convenience and not as a guarantee thereof.
You agree to comply with all applicable government trade and export control laws and regulations with respect to the System. You agree that the System will not be transferred or exported into any country or used in any manner prohibited by any applicable laws in any jurisdiction. You also agree to comply with all governmental rules, regulations, and laws, whether local, state, federal, or international, regarding the sale of livestock or the sale or auction of any product whatsoever, as applicable. You acknowledge that the System is designed to provide a convenient forum for the entry and management of Sales Information, but that it is not intended to guarantee that your process or information complies with applicable law.
Each party acknowledges that if it breaches any obligations or undertakings contained in this Agreement, the other party may suffer immediate and irreparable harm for which there may be no adequate remedy at law, and in addition to all other remedies, the injured party shall be entitled to specific performance and injunctive relief and any other appropriate equitable remedies to prevent a threatened breach or to correct an actual breach and to enforce this Agreement. Unless otherwise set forth in this Agreement, such remedies shall not be deemed to be the exclusive remedies for a breach of this Agreement but shall be in addition to all other remedies available at law or in equity.
If any provision of this Agreement is held to be invalid or unenforceable by a court of competent jurisdiction, that provision of the Agreement will be enforced to the maximum extent permissible so as to affect the intent of the Agreement, and the remainder of the provisions of this Agreement shall remain in full force and effect. The failure of either party to enforce any rights granted hereunder or to take action against the other party in the event of any breach hereunder shall not be deemed a waiver by that party as to subsequent enforcement of rights or subsequent actions in the event of future breaches. SalesMadeEZ shall not be liable for failing or delaying performance of its obligations and/or failure of operation of the System and/or failure to grant the Services resulting from any condition beyond its reasonable control, including but not limited to, governmental action, acts of terrorism, earthquake, fire, flood or other acts of God, labor conditions, power failures, and Internet disturbances. This Agreement will be governed by and construed in accordance with the laws of the State of Utah without regard to its conflict of laws principles and without regard to the United Nations Convention on Contracts for the International Sale of Good. Any legal action or proceeding relating to this Agreement shall be instituted exclusively in any state or federal court in the State of Utah. The parties agree to submit to the jurisdiction of, and agree that venue is proper in, the aforesaid courts in any such legal action or proceeding. In any action or proceeding to enforce rights under this Agreement, the prevailing party shall be entitled to recover costs and attorneys' fees. This Agreement and any exhibit or schedule thereto including the Pricing page, sets forth the entire understanding and agreement between you and SalesMadeEZ, it supersedes any prior proposal, representation and understanding concerning the System, and may be amended only in writing signed by both parties, except as provided herein. If you are a corporation, partnership or similar entity, then the license to use the System granted hereunder is deemed to be accepted by a person authorized to sign for and bind the entity. Except as expressly permitted hereunder, any attempt by you to sublicense, assign or transfer any of the rights, duties or obligations hereunder is void ab initio. This Agreement shall be binding upon and inure to the benefit of each party's heirs and legal representatives. Neither party may assign or subcontract its rights under this Agreement without the prior written consent of the other party; provided, however, that each party may assign this Agreement to (A) any legal entity or company which either party directly or indirectly (i) owns or controls, (ii) is owned or controlled by or (iii) is under common ownership or control with, or (B) a successor in a merger, acquisition or other consolidation including, without limitation, the sale of all or substantially all of its stock or assets, or business to which this Agreement applies. There are no third-party beneficiaries to this Agreement. Notice to you under this Agreement may be provided via the e-mail address you have provided or to the address to which the Product is delivered and shall be deemed received the day after an e-mail is sent or three days after a letter is sent. Notice to us under this Agreement shall be delivered via e-mail addressed to us at info@SalesMadeEZ.com and shall be deemed effective upon the date you receive acknowledgment of delivery of the e-mail. If you are under the age of 18, you represent and warrant that you have received the permission of your parent or legal guardian to use the System and to publish any personal information you may input into the System, in accordance with the Child Online Privacy Protection Act.
You acknowledge that this Agreement and incorporated documents were made available to you online via SalesMadeEZ's website.