Terms and Conditions

1. Term / Termination. The term of this Agreement shall commence as of the Effective Date and continue for twelve (12) months (the “Initial Term”) and shall automatically renew for an additional twelve (12) month period (each, a “Renewal Term” and together with the Initial Term, the “Term”) unless either party notifies the other party in writing of its intent not to renew this Agreement at least thirty (30) days prior to the next billing period. Balance4ward may terminate this Agreement at any time upon ten (10) days written notice to Customer.

2. The Services.

2.1 Subject to Balance4ward’s receipt of full payment and Customer’s compliance with this Agreement, Balance4ward shall provide one or more of the following consulting service offerings during the Term (collectively, the “Services”):
a. Access to a Balance4ward Cattle Business Manager
b. Delivery of B4W content, to include one or more of the following:
− B4W Weekly Packet
− B4W Text Updates (Cash Cattle & Feed)
− B4W Cattle Procurement Profit Analyzer (Optional)
− B4W Feedlot Performance Consult (Optional)
− Access to Balance4ward team as needed

2.2 Notwithstanding anything contrary, Customer acknowledges and agrees that Customer’s receipt of the Services does not, and is not intended to, supplant Customer’s management or other decision-making bodies or processes and does not guarantee results. The customer remains solely responsible for its decisions, actions, use, and implementation of the Services (including any testing, validation, and integration), and compliance with applicable laws, rules, and regulations.

3. Fee / Payment. The customer shall pay Balance4ward an annual fee of $2,100 ($175/Month) or $2,000 (Full Year) for the Services performed during the Initial Term and, if applicable, each Renewal Term. The Fee will be invoiced and paid monthly or annually. All payments are non-refundable, and all late payments will bear interest at the lesser of the rate of 1.5% per month or the highest rate permissible under applicable law. In addition to other legal remedies, Balance4ward shall be entitled to suspend the provision of any Services or terminate this Agreement if Customer fails to pay the Fee in full when due hereunder and such failure continues for five (5) days following written notice thereof. Customer acknowledges that Balance4ward is retained to provide independent and objective judgment and recommendations; accordingly, a difference of opinion on the question of judgment shall not excuse Customer from paying any portion of the Fee, nor entitle Customer to a refund of the Fee or any portion thereof.

4. Limitation of Liability. IN NO EVENT SHALL BALANCE4WARD BE LIABLE TO CUSTOMER OR ANY THIRD PARTY FOR ANY LOSS OF USE, REVENUE OR PROFIT, OR FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES WHETHER ARISING OUT
OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE AND WHETHER OR NOT BALANCE4WARD HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE. IN NO EVENT SHALL BALANCE4WARD’S LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EXCEED THE AMOUNT OF THE FEE (OR PORTION THEREOF) ACTUALLY PAID TO BALANCE4WARD DURING THE INITIAL TERM OR RENEWAL TERM, AS APPLICABLE, DURING WHICH THE APPLICABLE CLAIM ARISES).

5. Confidential Information. All non-public, confidential or proprietary information of Balance4ward, including but not limited to, processes, documents, specifications, samples, patterns, designs, plans, drawings, documents, data, business operations, customer lists, pricing, discounts, or rebates, disclosed by Balance4ward to Customer, whether disclosed orally or disclosed or accessed in written, electronic or other form or media, and whether or not marked, designated, or otherwise identified as “confidential” in connection with this Agreement is confidential, solely for the use of performing this Agreement and may not be disclosed or copied by Customer or Customers representatives unless authorized in advance by Balance4ward in writing. Upon Balance4ward’ request, Customer shall promptly return all documents and other materials received from Balance4ward. Balance4ward shall be entitled to injunctive relief for any violation of this Section. This Section does not apply to information that is: (i) in the public domain; (ii) known to the Customer at the time of disclosure; or (iii) rightfully obtained by the Customer on a non-confidential basis from a third party. All intellectual property rights in and to all documents, work products, and other materials, including without limitation Confidential Information, that is delivered to Customer under this Agreement or prepared by or on behalf of the Balance4ward in the course of performing the Services (except for any customer materials) shall be owned by Balance4ward.

6. Miscellaneous. Nothing contained in this Agreement shall be construed as creating any agency, partnership, joint venture, or other form of joint enterprise, employment or fiduciary relationship between the parties, and neither party shall have authority to contract for or bind the other party in any manner whatsoever. This Agreement, including and together with any related attachments, constitutes the sole and entire agreement of the parties concerning the subject matter contained herein, and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, regarding such subject matter. This Agreement is for the sole benefit of the parties hereto and nothing herein is intended to or shall confer upon any other person or entity any right, benefit, or remedy of any nature whatsoever. This Agreement shall be governed by and construed and enforced per the laws of the State of Iowa without giving effect to the conflict of law principles thereof. The parties agree and submit to personal jurisdiction in the State of Iowa for any proceeding arising out of or relating to this Agreement and agree and stipulate that the federal, state, and local courts serving Adams County, Iowa shall be the exclusive venue for any such proceeding. No waiver by Balance4ward of any of the provisions of this Agreement is effective unless explicitly outlined in writing and signed by B4W Balance4ward. IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.
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