TERMS AND CONDITIONS These terms and conditions (the 'Terms') govern your use of ABS semen, products, certificates, affiliate products, or services ('Products'). Please read these Terms carefully, as your use or purchase of ABS Products constitutes your agreement to follow and be bound by these Terms. ABS reserves the right to make changes to these Terms from time to time. PURCHASE AND USE By placing an order for ABS Products you confirm that you are authorized to make the purchase. All sales are final, cannot be canceled, and are non-refundable, unless otherwise noted in these Terms. All orders are subject to acceptance by ABS employees duly authorized to accept such orders. ABS will have no responsibility for any order not so accepted or for any terms, conditions or agreements which do not appear on ABS standard printed forms. Products are subject to availability at time of shipping/delivery. ABS semen Products can be only ordered in units of ten. In the event these Terms differ from terms and conditions on ABS printed forms, these Terms shall prevail. ABS conventional semen may be used solely for artificial insemination of a single bovine, in-vitro-fertilization, or embryo transfer. ABS sorted semen may be used solely for single artificial insemination of single bovine during its natural ovulation, with the intent to produce a single offspring. For availability of other licenses, contact ABS. All other uses of ABS conventional and sorted semen are prohibited including genotyping, sequencing, cloning, genome editing, genetic manipulation, and usage in research and development. Export or transfer of possession of ABS semen is prohibited without prior written consent of ABS. All ABS Products are approved for animal agriculture use only. You may not sell ABS Product to another party unless you are an authorized ABS Independent Contractor (defined below). Payment of sales tax is the responsibility of the customer and shall be applied to orders in accordance with state and federal tax laws. Due to varying regional tax laws, any tax which appears on your order form or delivery note is an estimate and is subject to change at time of processing. The actual tax (sales tax based on state and county) assessed will appear on your invoice. For customers that have semen tax exemption forms on file with ABS, applicable sales tax will not be charged to the customer at final processing. Tax exemption forms must be on file with ABS for orders to be tax exempt, unless already exempt by area zip code. You certify that any certificate(s) you purchase are for the sire of the registered animal(s) and further indemnify ABS against any first or third party claims related to a misrepresentation of the sire. LIQUID NITROGEN NOTICE - It is your responsibility to monitor your liquid nitrogen storage tank levels and tank operation at all times. ABS, its employees, officers, directors, Independent Contractors, other contractors, or affiliates ('ABS Parties') shall not be responsible for any loss and incidental or consequential damages arising out contract, tort, or fiduciary duty by providing liquid nitrogen to you. To the extent allowable by law, all liability for the supply, maintenance, or servicing of liquid nitrogen storage tanks is expressly disclaimed by ABS Parties. BIOLOGICAL PRODUCTS STANDARDS All Products, except as otherwise designated by ABS, shall be processed in accordance with standards of ABS, the National Association of Animal Breeders and Certified Semen Services, Inc. ('CSS'), packaged in individual straws or ampules identified as to sire, breed and collection code, and will contain enough semen for one insemination. ABS may discontinue supplying specific Products at any time, and may allocate available Products among different customers or Independent Contractors in the sole and absolute discretion of ABS from time to time. Priority released semen will be available on a request only basis on certain early release beef bulls. This priority released semen has not had full health testing to meet CSS minimum standards and therefore cannot be used to make export grade embryos SHIPPING All Products shall ship F.O.B. (shipping point) to the location indicated in the order. Title to the Products will pass to the customer at first carrier. Products ordered after 6:00 PM CT will be processed the following day. PRODUCT & SERVICE DESCRIPTIONS ABS attempts to be as accurate as possible in its Product and Service descriptions. However, ABS does not warrant that Product descriptions or other content of any ABS Product or Service are accurate, complete, reliable, current, or error-free. If a Product offered by ABS itself is not as described, your sole remedy is to return it in unused condition and a credit will be issued to your account. WARRANTIES and LIABILITY All information, content, materials, and Products made available to you through ABS is provided by ABS on a 'as is' and 'as available' basis, unless otherwise specified in writing. WARRANTY: Since ABS does not control conditions under which its Product is employed, and notwithstanding the fact that customers of ABS have had a high degree of success in their employment of its Products, neither ABS nor its agents or employees give any warranty, express or implied, as to the description, quality or productiveness or the results which may be obtained by the use of any Products, and ABS expressly disclaims any responsibility of any kind with respect to the use or employment of its Products. ABS warrants that it has good title to the Products sold. ABS MAKES NO OTHER WARRANTY OF ANY KIND WHATEVER, EXPRESS OR IMPLIED, AND ALL WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE ARE HEREBY DISCLAIMED. LIABILITY DISCLAIMER: ABS, its agents or employees shall not be responsible for any injury or damage caused through the negligent use or handling of its Products, or for any damages or losses due to any defects in the containers used in connection with them. ABS’, its agents’ or employees’ entire liability to Customer on any claim, whether in negligence or any other tort or for breach of contract or otherwise, with respect to Products, shall not exceed the purchase price of the Products sold that actually caused the damage or, if ABS shall so elect, Customer shall be entitled only to replacement of Product. In no event shall ABS be liable for Buyer’s incidental or consequential damages or lost profits. ABS shall not be liable to Customers for any failure of cows to calve. INDEMNITY You agree to defend, indemnify and hold ABS, its directors, subsidiaries, parents, officers, employees, agents and affiliates harmless from any and all claims, liabilities, damages, costs and expenses, including reasonable attorneys' fees, in any way arising from, related to or in connection with (i) your use of ABS Products; (ii) your breach or alleged breach of these Terms; (iii) your violation of any third-party right, including without limitation, any intellectual property right, publicity, confidentiality, property or privacy right; (iv) your violation of any laws, rules, regulations, codes, statutes, ordinances or orders of any governmental and quasi-governmental authorities, including, without limitation, all regulatory, administrative and legislative authorities; or (v) any misrepresentation made by you. INDEPENDENT CONTRACTORS From time to time, ABS contracts with independent contractors, such as ABS authorized representatives, agents or distributors, (each referred to as 'Independent Contractors') to provide you with Products. Independent Contractors are not the agents, employees, or servants of ABS and are not authorized to contract for, or on behalf of, ABS. ABS assumes no responsibility or liability for the actions or work of its Independent Contractors, AND MAKES NO REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, AND DISCLAIMS THE WARRANTY OF MERCHANTABILITY AND FITNESS FOR PURPOSE, with respect to any Products provided to you by Independent Contractors. ABS may bill you on behalf of an Independent Contractor, however, no presumption shall arise that an agency or employment relationship exists between ABS and the Independent Contractor. If you have an issue with Products provided to you by an Independent Contractor, you agree that your recourse shall be limited solely to the Independent Contractor and ABS shall have no liability of any kind whatsoever, unless otherwise granted by these Terms. TRADEMARKS Trademarks, logos and service marks displayed on ABS materials, Products, websites, or elsewhere as authorized by ABS are registered and unregistered trademarks of ABS ('ABS Marks'). No license or right to use any ABS mark is granted by these Terms. Your use of ABS Marks, except as provided in these Terms, is strictly prohibited. DATA & SOFTWARE Some ABS Products allow you (whether you’re a customer or an Independent Contractor) to download ABS owned or licensed software ('Software') onto your computer or device, which may update automatically. ABS grants you a limited, non-exclusive, nontransferable, revocable license to use the Software, solely to use Products. To the extent any component of the Software may be offered under a third-party sub-license, you must use that Software in compliance with the terms and policies of the third-party supplier, in addition to these Terms. Unless the following restrictions are prohibited by law, you agree not to reverse engineer or decompile the Software or Products, attempt to do so, or assist anyone in doing so. In order to provide some of ABS’s Products, ABS employees or Independent Contractors may collect data and information from your technology systems ('Data'). By permitting ABS employees or Independent Contractors to access your Data, you grant ABS a non-exclusive, irrevocable, royalty-free, transferable, worldwide license to use the Data for ABS business and organizational purposes, subject to applicable privacy laws. ABS understands that maintaining anonymity of your Data is important to your business operations, and promises that it will not use your Data in any way that discloses your individual identifying data to the public. ABS acknowledges that Data collected from customer software is the sole property of the customer and no ownership interest in the Data shall transfer ABS pursuant to this license. Any data or reports produced by ABS using the Data in aggregate with other data or information is the sole property of ABS and the customer shall have no ownership rights in such data or reports. ARBITRATION AGREEMENT Except if you opt-out or for disputes relating to your or ABS intellectual property (such as trademarks, trade dress, domain names, trade secrets, copyrights and patents), you agree that all disputes between you and ABS (whether or not such dispute involves a third party) with regard to your relationship with ABS, including without limitation disputes related to these Terms and your use of the Products will be resolved by binding, individual arbitration under the American Arbitration Association's rules for arbitration of consumer-related disputes and you and ABS hereby expressly waive trial by jury. As an alternative, you may bring your claim in your local small claims court, if permitted by that small claims court's rules. You may bring claims only on your own behalf. Neither you nor ABS will participate in a class action or class-wide arbitration for any claims covered by these Terms. This dispute resolution provision will be governed by the Federal Arbitration Act. In the event the American Arbitration Association is unwilling or unable to set a hearing date within 180 days of filing the case, then either ABS or you can elect to have the arbitration administered instead by the Judicial Arbitration and Mediation Services. Judgment on the award rendered by the arbitrator may be entered in any court having competent jurisdiction. Any provision of applicable law notwithstanding, the arbitrator will not have authority to award damages, remedies or awards that conflict with these Terms. You agree that any claim you may have arising out of or related to your relationship with ABS must be filed within one year after such claim arose; otherwise, your claim is permanently barred. You can decline this agreement to arbitrate by clicking here and submitting the opt-out form within 30 days of first notification these Terms. ABS ANTI-CORRUPTION AND BRIBERY POLICY ABS maintains an anti-corruption and bribery policy to ensure all business is conducted in an honest and ethical manner. ABS takes a zero-tolerance approach to bribery and corruption and is committed to acting professionally, fairly and with integrity in all our business dealings and relationships wherever ABS operates. ABS is proactive in implementing and enforcing effective systems to counter bribery and will uphold all laws relevant to countering bribery and corruption in all the jurisdictions in which ABS operates. ABS reserves the right to immediately terminate any contract or business relationship with a third party or customer engaging in or charged with engaging in corruption or bribery related activity. GOVERNING LAW These Terms are governed by and construed in accordance with the laws of the State of Wisconsin, without giving effect to any principles of conflicts of law. ENTIRE AGREEMENT These Terms constitute the entire agreement between you and ABS with respect to the subject matter, and supersede and replace any other prior or contemporaneous agreements, or terms and conditions applicable to the subject matter. Any written agreement entered into between you and ABS shall not override your or ABS’s obligations under these Terms. WAIVER, SEVERABILITY & ASSIGNMENT ABS’s failure to enforce any provision of the Terms is not a waiver of its right to do so later. If a provision is found unenforceable or invalid for any reason, the remaining provisions of the Terms will remain in full force and effect. You may not assign any of your rights under these Terms, and any such attempt shall be void. ABS may assign its rights to any of its affiliates or subsidiaries, or to any successor in interest of any business associated with ABS. MODIFICATION ABS may revise these Terms from time to time, and will post the most current version on our website. You are bound by any revision and should review these Terms periodically. If any of these Terms shall be deemed invalid, void, or for any reason unenforceable, that condition shall be deemed severable and shall not affect the validity and enforceability of any remaining condition.