Last Modified August 25, 2016
This document describes the terms with which HayCountry[.com] (c/o Vertical Fluent, LLC) offers you access to our services. This agreement describes the terms and conditions applicable to your use of our services available under the www.HayCountry.com domain. Once you accept the terms and conditions of this Agreement, you hereby agree and acknowledge that at anytime and in our sole discretion, we may effectively modify the terms and conditions of this Agreement by posting the modified Agreement with its new terms and conditions on the HayCountry website. All modified terms and conditions shall take effect immediately after posting to the HayCountry website. You agree and consent to any and all modified terms and conditions hereunder. This Agreement may not be modified, amended, and/or changed by you in any manner. Furthermore, you agree that we may modify this Agreement or discontinue our website at anytime and without notice and without any liability or responsibility to you. This agreement is effective on March 15, 2011 for all users.
1. HayCountry is a Neutral Venue
HayCountry is not a hay producer. Our site acts as a venue where hay buyers and sellers can meet and enter into agreements. We are not involved in the actual transaction between the buyer and the seller. As a result, we have no control over the quality, safety, or legal aspects of the transactions that take place on our website. HayCountry does not prequalify or validate the claims of sellers including with respect to their operations or quality of product. We and our website function solely as a neutral venue and digital clearinghouse where two parties may agree on a price for a particular type of product. We are the neutral venue for this connection between you and other members. We do not provide any endorsement for you or your services, you acknowledge and agree that we do not provide the services and we are not in any way responsible for assisting you in any manner with your provision of the products. We cannot and will not guarantee the ability of members to complete payment for any of the provided services. Furthermore, due to the difficulty of individual authentication, especially on the Internet, we cannot and will not in any manner verify or confirm the identity or ability of members to pay for the provided services. You acknowledge and agree that any and all communications, correspondence, verbal or written, or any warranties or representations, made with regard to the services are not provided by us and are specifically and solely between you and the other member. Because we are not involved in the actual transaction between buyers and sellers, we have no control over the accuracy of listings, the ability of the seller to provide the items, or the ability of the buyer to purchase the item. We cannot ensure that a buyer or a seller will actually complete a transaction.
Our services are available only to individuals who can form legally binding contracts under applicable law. Our services are not available to minors or to temporarily or indefinitely suspended HayCountry members. You acknowledge that you are at least 18 years of age. Minors may only use this service in conjunction with their parents or guardians. Your HayCountry membership may not be transferred or sold to another party. If you are registering as a business entity, you represent that you have the authority to bind the entity to this agreement. You agree that the website is for services only and that work that you provide will only involve goods and/or products. You agree that you will not use your participation in the HayCountry website as a means to sell or market any types of services, unless specifically allowed by HayCountry.
3. Other Terms and Conditions
You acknowledge and agree that we have the sole discretion to set forth and post additional terms and conditions for your use of the website at various places throughout the website. You agree that those additional terms and conditions shall be considered an effective amendment to this Agreement and said terms and conditions shall be incorporated herein. Furthermore, You expressly agree that if there is any conflict between those additional terms and conditions and the specific terms and conditions set forth herein, the terms and conditions set forth herein shall govern.
There is currently a monthly listing fee to post items for sale on HayCountry and a listing fees for buyers. Sellers can still accrue a monthly invoiceable balance by purchasing various other services, such as third party offerings and/or past due balances on their account. If in any billing period, we are not able to charge the sellers credit card on file the full amount owed us, HayCountry reserves the right to charge the credit card for fees associated with specific matches or transactions that occurred on our site. HayCountry reserves the right to waive or change our fees, penalties, or interest at any time. We may temporarily change or suspend our fees as a promotion and such changes are effective for the promotional period described on our website. You are solely responsible for paying all fees associated with using our services as well as all applicable taxes. You are responsible for all actions taken with your username and password, including fees. We recommend that you not disclose your HayCountry password or any account sensitive information to any third parties.
5. Authorization to Credit and Debit Accounts
You irrevocably and expressly authorize HayCountry to credit any monies to the account that you have identified for HayCountry. You agree that it is your responsibility to maintain a valid, non-expired credit card on file with us while engaging in activity on our website. You agree that if you do not maintain a valid, non-expired card on file with us during any billing attempt, you may be subject to interest and penalties as enumerated below. You irrevocably and expressly authorize HayCountry to withhold any monies and/or debit any monies from any account that you have identified to HayCountry for any chargebacks, fees, costs, deductions, adjustments and any other amounts owed to HayCountry. We reserve our rights to all actions and remedies in connection with any monies owed to HayCountry. You will indemnify, defend and hold us harmless for any claims, demands or causes of actions that we take toward any identified account pursuant to this Section.
Unwarranted chargebacks initiated by HayCountry members against HayCountry are prohibited and will result in the suspension of your HayCountry account, and may result in HayCountry pursuing any and all options at its disposal to collect the withdrawn funds including, but not limited to, sending your unpaid account to a collections agency. In the event that product was not provided, all members must abide by the HayCountry Cancellation Policy described in Section 8 of this agreement. The HayCountry Cancellation Process ensures the integrity of the feedback system and accuracy of any credit applied to a HayCountry account.
There are situations where a chargeback may be warranted, such as when a card holder feels that their card has been charged fraudulently and/or there is a discrepancy with the billed amount. Prior to any chargeback initiation, HayCountry must be notified by the card holder so that HayCountry may investigate the claim to determine if a chargeback is appropriate. A chargeback may not be filed as a replacement, or an addition to, a cancellation of a HayCountry transaction.
HayCountry is not responsible for any monetary disputes that reside with a seller or buyer; it is the responsibility of both the seller and the buyer to resolve all monetary disputes, damage claims, breach of contract claims, etc. outside of HayCountry.
7. Unpaid Fees
If, for any reason, any fees have not been received or in any manner realized by HayCountry on matches that have been completed by you for the services and any additional services performed by you ("Unpaid Fees"), you agree to pay such Unpaid Fees immediately. If in any billing period, we are not able to charge your credit card on file the full amount owed us we reserve the right to charge your credit card for fees associated with specific matches or transactions that occurred on our site. If in any billing period, we are not able to charge your credit card on file the full amount owed us, HayCountry may charge your account a penalty of no more than $10 for every billing period that your account remains unpaid. In addition, HayCountry may charge interest, in the amount of 1.5% per month or fraction thereof, on any unpaid account balance that you maintain. Any partial payments made to members’ account balances will first be applied to the most recent fees owed us. If anytime after 30 days we cannot collect any fees owed to us, we may suspend or terminate your account. If you subsequently pay off your entire balance owed to HayCountry, you may reinstate your account. HayCountry reserves the right to waive or change our fees, penalties, or interest at any time. HayCountry also reserves the right to prevent you from changing your transactional currency until you have paid all Unpaid Fees. You also agree to pay any attorney fees, and other costs of collection incurred by us with respect to any Unpaid Fees. You also consent and authorize us to in our sole discretion make appropriate reports to 3rd party credit collection agencies, credit reporting agencies, financial institutions, tax agencies and law enforcement authorities, and cooperate with them in any resulting investigation or prosecution.
8. No Agency
You hereby agree and acknowledge that your execution of this Agreement, your provision of services and/or your use of the HayCountry website, does not confer or imply any contractor (independent or otherwise), agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship with us and furthermore that no affiliation, association or connection exists between you and us.
Should you have a dispute with one or more HayCountry users, you release HayCountry.com, its officers, directors, agents, and employees from all claims, demands and damages (actual and consequential) of any kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such disputes.
10. Account Flagging System
The HayCountry site is self-policed by the HayCountry community via a flagging system. The flagging system is used to communicate the policies of the HayCountry User Agreement and HayCountry Discussion Forum Rules. HayCountry members are able to ‘flag' certain texts that do not comply with this Agreement or the Forum Rules. White flags are located in areas that are able to be flagged, including: user profiles, and listing information. To flag text, community members notify HayCountry via email about the text in question. After agreeing that the text you are flagging violates the HayCountry User Agreement or Forum Rules, the email response will provide a confirmation report. A flag is sent to the HayCountry team for review. After review, the HayCountry team will either ‘green flag' the text, meaning there was no violation, or ‘red flag' the text, meaning there was a violation and the content has been removed. A HayCountry member who receives a red flag on three separate occasions is subject to suspension of their account.
11. Information You Submit.
You solely are responsible for any information you provide to us or other users in the registration, shipping, or transportation of items on the site. Your personal and business information in advertisements must be true, legal, accurate, and non-fraudulent. You may not provide contact information to other members for the purpose of bypassing HayCountry transaction fees. Information may not contain any viruses or other malware that may damage or interfere with our website. Furthermore, you may not list any product on our site that, by paying to us a match fee, could cause us to violate any applicable law, statute, ordinance or regulation, or that violates our Prohibited Items terms. You authorize HayCountry to use the information you supply to us in connection with our services and in accordance with this Agreement. Our website acts as a passive conduit for any and all communication and/or distribution of information. We have no control, editorial or otherwise, over any communication, information, and specifically, over the content of such communication or information. We do not and will not ensure the accuracy or reliability of such communication or information nor will we act as a monitor over the content of such communication for information. However, we do reserve the absolute right to remove or restrict any communication or information that you may post to the website that is in violation of this Agreement, illegal, threatening, or lewd. You acknowledge and agree that this website acts as a passive conduit for any of your on line communication or distribution of content or information.
Furthermore, you expressly represent and warrant the following: (1) You are the owner, with all appurtenant rights thereto, of any and all communication, content and/or information that you post on the website, or; (2) You are the legitimate and rightful grantee of a worldwide, royalty free, perpetual, irrevocable, sub-licensable, non-exclusive license to use, distribute, reproduce and distribute such communication, content and/or information. To only that extent to allow us to use your communication, content and/or information and not violate your rights in the same, You grant to us a royalty free, perpetual, irrevocable, sub-licensable, non-exclusive license to exercise the copyright, publicity and database rights that you have in your communication, content and/or information. You further represent and warrant that any and all of your online communication, content and/or information:Will not violate any international, federal or state law, regulation, rule, or statute; Will not violate the terms of this Agreement; Will not infringe any third party's intellectual property rights including but not limited to copyright, patent or trademark rights; Will not contain obscene, lewd, or suggestive content and under no circumstances will it contain pornography; Will not be libelous, threatening, harassing or defamatory. This specifically includes making legal claims of any sort about HayCountry employees, agents, other members, or the marketplace itself; Will not contain any computer hardware or software, viruses, trojan horses, worms, or any other computer programming that may interfere with the operation of our website, operation of any of our systems and or create or impose a large burden or load on our website; Will not scan or test the vulnerability or security of our website or the system within which it operates; Will not be used for commercial or public purposes outside of the requirements of this Agreement; Will not create liability for us in any manner whatsoever; Will not frame or link to our website without our written permission; and Will not involve the upload, or insertion of, any programming language or code into or onto, our website;
You agree to use common sense and good judgment when conducting or posting any online communication or distribution of information. You assume legal responsibility for all damages incurred as a result of any of your online communication or distribution of information.
By using this site you authorize HayCountry.com and its representatives to promote and distribute your advertisement content for the sole purpose of advertising your product on other networks. Furthermore, we will never distribute any information that would not otherwise be publicly available on this site to non-registered users.
HayCountry may suspend or terminate your account if we suspect that you have engaged in fraudulent activity in connection with our website. Members may not manipulate the prices for any product or interfere with other members' listings or transactions. Other fraudulent acts include:
A. Fees - You shall NOT:
Request payment from another HayCountry member via instant cash transfer services (non-bank, point-to-point cash transfer services such as Western Union or Moneygram);
Charge to, or in any way attempt to collect from members, as an additional charge to the total amount agreed upon for the product, or;
Charge members a higher price (including taxes, service charges, or any other fees) than that which was agreed upon on the HayCountry website (given that the particulars of the service requested are materially the same as those requested on the HayCountry website). Your accepted price must include ANY and ALL charges, including any taxes, fees, etc.;
Represent or communicate to members that you are to collect the HayCountry User Fee;
Cause another person or entity to engage in any conduct, act or behavior intended or designed to circumvent or avoid, in any manner, our right to the HayCountry User Fee.
B. Manipulating feedback - You acknowledge and agree that the HayCountry website is a neutral venue and that all transactions for products are made by and between you and other members only and, therefore, we cannot, do not and will not make any comments on behalf of you or your products. As a consequence, you acknowledge that the key component and integrity of the website is the ability of members to leave feedback about you and/or your services (whether positive, neutral or negative) AND for other members to read and evaluate those feedback reviews and make voluntary choices based upon that feedback.
13. Right to Reject or Remove Members
We reserve the absolute right to reject your participation, or remove you from your current participation, in the HayCountry website at any time and for any reason or for no reason and without notice to you. An event that may result in the rejection or removal of Your participation can include but is not limited to: any circumvention of the HayCountry marketplace by you or by others at your direction; Your creation, maintenance and/or management of more than one account; your circumvention or non-payment in full of our fees; any attempt by you to improperly influence, or cause another to, improperly influence the feedback of members; any attempt by you to harass, or cause another to harass, or commit inappropriate communications with a member and/or a failure to deliver the promised goods; any attempt by you to harass, or cause another to harass, or commit inappropriate communications with one of employees, agents, or partners.
14. Petition for Reinstatement
Upon your removal from the HayCountry website, you may petition for reinstatement. Your petition for reinstatement must include the following: a) A written statement as to why you should be reinstated b) Your contact information; your Petition will be reviewed at our discretion and any determination as to your reinstatement will be based on our sole judgment. Your submission of a Petition does not, in any manner, guarantee, that you will be reinstated and we specifically disclaim any and all representations with respect to such guarantee. We will contact you as to our decision to reinstate You. We are not obligated to give you any reason or basis as to our decision. You understand that any decision as to reinstatement may be a simple, yes or no. All decisions are final.
As a result of the performance of this Agreement and whether due to any intentional or negligent act or omission, we may disclose to you or you may otherwise learn of or discover, our documents, business practices, object code, source code, management styles, day-to-day business operations, capabilities, systems, current and future strategies, marketing information, financial information, software, technologies, processes, procedures, methods and applications, or other aspects of our business ("Our Information"). You hereby agree and acknowledge that any and all of our information is confidential and shall be our sole and exclusive intellectual property and proprietary information. You agree to use Our Information only for the specific purposes as allowed by the performance of this Agreement. Any disclosure of Our Information to a third party specifically including a direct competitor is strictly prohibited and will be vigorously challenged in a court of law. All obligations contained herein shall survive the termination of this Agreement. Furthermore, you acknowledge that our information is proprietary, confidential and extremely valuable to us, and that we would be materially damaged by your disclosure of Our Information. You acknowledge and agree that monetary damages provide an insufficient remedy for the breach of this confidentiality obligation, and that we shall be entitled to injunctive relief.
You are responsible for collecting and remitting any and all taxes associated with the transactions or use of this site.
17. Record Keeping/Audit
We reserve the right to keep all records of any and all transactions and communications between you and other members for administration purposes.
During the term of this agreement, you shall not solicit to hire nor hire our employees of whom you become aware of through the performance of this Agreement. Furthermore, you shall not otherwise interfere with any of our other business relationships including those with our members.
19. No Felony Convictions
You represent and warrant that you, and any individuals associated with you who will perform the services, have not been convicted of a felony. Furthermore, you represent or warrant that there are currently no legal proceedings, criminal, civil or administrative, instituted against you that will prevent you from providing goods.
20. Unsolicited Idea Submission
We always want to receive messages and feedback from HayCountry members and welcome any comments regarding the HayCountry marketplace. However, HayCountry policy does not allow us to accept or consider ideas, suggestions, or proposals other than those we specifically request. The intent of this policy is to avoid the possibility of future misunderstandings when new functionality and features developed internally by HayCountry might be similar or even identical to your idea.
If you do send HayCountry an unsolicited suggestion, idea, or proposal, or if you send, at the request of HayCountry, a comment or suggestion to improve the HayCountry Marketplace (for example, via email) (collectively, the "Submission"), HayCountry will consider the Submission to be non-confidential and non-proprietary. HayCountry shall have no obligations concerning the Submission, contractual or otherwise (including but not limited to an obligation to keep the Submission confidential), and shall not be liable for any use or disclosure of any Submission. HayCountry shall be entitled to unrestricted use of the Submissions for any purpose whatsoever, commercial or otherwise, without compensation to you.
21. Identity Verification
We use techniques to help verify the identity of sellers when they register on our website; however, HayCountry cannot and will not confirm each Seller’s identity.
Remedies for use of our website that violate this agreement include, but are not limited to, the immediate removal of your listings, notifying our members of your actions, issuing a warning, temporarily suspending your membership, terminating your membership, and refusing to provide our services to you.
23. No Warranty
HayCountry, our employees, and our suppliers provide services without any warranty or express, implied or statutory conditions. We specifically disclaim any implied warranties of title, merchantability, fitness for a particular purpose and non-infringement.
24. Limited Liability
In no event shall we, our employees, or our suppliers be liable for lost profits or any special, incidental or consequential damages arising out of or in connection with our website, our services or this agreement however arising, including negligence. Our liability, and that of our employees and suppliers, to you or any third parties in any circumstance is limited to the greater of the amount of fees you pay to us in the 12 months prior to the action giving rise to liability, and $100.
You agree to indemnify and hold us and our officers, directors, agents, and employees harmless from any claim or demand, including reasonable attorneys' fees, made by any third party due to or arising out of your negligence, breach of this Agreement, or violation of any law or the rights of a third party.
26. Legal Compliance
You shall comply with all applicable domestic and international laws, statutes, ordinances and regulations regarding your use of our service and your listing, shipping, transporting, and solicitation of offers to purchase items.
Any legal claim arising out of or relating to this Agreement or our services, excluding legal action taken by HayCountry to collect our fees and/or recover damages for, or obtain an injunction relating to, the HayCountry site operations, intellectual property, and our services, shall be settled by binding arbitration in accordance with the commercial arbitration rules of the American Arbitration Association. The arbitration shall be conducted in Houston, Texas, and judgment on the arbitration award may be entered into any court having jurisdiction thereof.
28. Dispute Resolution
Disputes between you and HayCountry regarding our services should be reported to HayCountry member support. We will attempt to resolve any disputes you have with us. Because we are a neutral venue (as explained above), we are not responsible for resolving any disputes between you and members regarding services. If you report a dispute to HayCountry, we will make every effort to help both parties communicate; however, all disputes must be resolved directly between you and members. Therefore, if we are contacted by a member who claims to have a dispute with you regarding the services and they request your contact information (including but not limited to any of your provided phone numbers and/or addresses) to settle the dispute, You expressly authorize us to release your provided contact information to the customer and you agree to release us from any and all liability associated therewith. We encourage you to report all member-to-member disputes to law enforcement officials or a certified mediation or arbitration entity. We do not specifically endorse any such third party mediation or arbitration entity. When appropriate, we also encourage you to report disputes involving fraud, theft, or other criminal activity to the appropriate law enforcement agencies.
29. Protection of Intellectual Property Content
The HayCountry website contains copyrighted material, inventions, know how, potential patentable business method material, design logos, phrases, names, logos or HTML Code ("Intellectual Property Content") all of which, unless otherwise indicated and/or provided pursuant to a third party license, are our sole property and we retain all appurtenant rights, interests and title thereto. We also claim ownership rights under the copyright and trademark laws with regard to the "look", "feel", "appearance" and "graphic function" of this website including but not limited to its color combinations, sounds, layouts and designs. You agree and acknowledge that your use of this website does not confer upon you any license or permission to use our (or any third party's) Intellectual Property Content. You shall not reproduce, modify, display, sell, or distribute the Intellectual Property Content, or use it in any other way for public or commercial purpose. All other trademarks, service marks and copyrights are held by their rightful owners.
30. Trademark and Domain Name Protection
The HayCountry website contains trademarks, tradenames, trade dress, service marks, domain names or other indicia of ownership (collectively the "Marks") owned or licensed for use by us. Unless otherwise agreed to in an Addendum to this Agreement, you agree that no right, property, license, permission or interest of any kind in or to the Marks is or is intended to be given or transferred to or acquired by you pursuant to the execution, performance or non-performance of this Agreement or any part thereof. You shall in no way contest or deny the validity of, our right of title to or license of use for, the Marks, and you shall not encourage or assist others directly or indirectly to do so, during the lifetime of this Agreement and thereafter. You shall not utilize the Marks in any manner that would diminish their value or harm their reputation. You shall not use or register any domain name that is identical to or similar to any of the Marks.
HayCountry uses industry standard practices to safeguard your personal information, including firewalls and Secure Socket Layers. We utilize several different security techniques to protect data from unauthorized access, but we cannot guarantee the security of our system. We also do not guarantee uninterrupted or secure access to our system, as the operation of our website can be interrupted by numerous factors outside of our control.
32. Governing Law
THIS AGREEMENT AND YOUR USE OF THE SITE SHALL BE GOVERNED BY THE LAWS OF THE STATE OF TEXAS, WITHOUT REGARD TO PRINCIPLES OF CONFLICT OF LAWS.
This Agreement may not be modified, supplemented, qualified, or interpreted by any trade usage or prior course of dealing not made a part of the Agreement by its express terms. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity of this Agreement as a whole and any such provision should be enforced by authorities, and reconstructed if need be, to apply to the maximum extent allowable under applicable law. The failure by either party to enforce at any time any of the provisions of this Agreement, to exercise any election or option provided herein, or to require at any time the performance of the other of any of the provisions herein will not in any way be construed as a waiver of such provisions. Reasonable attorneys' fees and costs will be awarded to the prevailing party in the event of litigation involving the enforcement or interpretation of this Agreement. The section headings used herein are for convenience only and shall not be given any legal import.