CASH RICE NETWORK USER TERMS AND CONDITIONS

The use of the Cash Rice Network, Inc. (at times herein referred to as “Company”) website is subject to the USER TERMS AND CONDITIONS (at time herein referred to as “Term and Conditions”), as set forth herein:

YOU MUST BE OVER THE AGE OF 18 TO USE THE SERVICES PROVIDED BY THE COMPANY WEBSITE AND/ OR HAVE THE LEGAL CAPACITY TO CONTRACT. ANYONE SUSPENDED OR TERMINATED FROM USE OF THE COMPANY WEBSITE IS STRICTLY PROHIBITED FROM USE.

Website Functionality and Organization.

Website Functionality and Organization. There are two separate ways to list rice and buy rice on the Cash Rice Network.

Public Auction.

There is a Public Auction function, where a Seller can set a minimum Reserve Price, and all bids, starting at $0, are available for the public to see. The “Reserve Price” is the minimum bid a Seller is willing to accept and if the auction does not meet or exceed the Reserve Price the listing expires and is not transacted. All Public Auctions are disclosed immediately on the Cash Rice Network. The Buyer pays a $0.15/cwt brokerage fee for using the Public Auction feature.

In the Public Auction, when a Buyer bids on any given lot and is the highest bidder at the close of the given Auctions, as long as the bid meets or exceeds the Reserve price (minimum price) of the Seller, the bid is automatically accepted, and the buyer is obligated to purchase the lot of rice. By bidding on rice listed on the website, Buyers agree to be bound by the specifics of sale included in the rice lot’s description, so long as those conditions of sale are not in violation of these Terms and Conditions or unlawful. Bids are not retractable, except in exceptional circumstances, such as when the Seller materially changes the specifics of the rice lot after a bid, or a clear typographical error is made. Upon placing a successful bid, Cash Rice Network will then contact the Seller, and prepare a Sales Contract (Rice Option Agreement) for signature. The Sales Contract is a legally binding document, approved by the USDA Farm Service Agency. See Payments for Purchase paragraph for further information.

Private Bid.

There is a Private Bid function, where the Seller can set a “Buy Now” price. A Buyer may bid at the “Buy Now” price, or put an offer in at some price below the “Buy Now” price. Only the Seller will be aware that there is a bid, and will be notified immediately via email and on their account dashboard of the offer that has been made. The Seller will then have the option to “Accept” the offer, or “Reject”, or “Counter” the offer. This Private system is viewable only by the Bidder (Buyer) and the Seller. All sales completed through the Private Bidding system will be disclosed immediately.

Fees and Services.

There is no commission charged to the Seller. NOTE TO BUYERS: When you make purchases on the Cash Rice Network website, you agree to accept the fees and assessments shown in Payment Terms below. Cash Rice Network reserves the right to change the fee structure and/or services upon fourteen (14) days advance notice to be given on the website for any proposed changes. In the event Cash Rice Network introduces new services, the fees for the services will be effective at the launch of the services. Unless otherwise stated, all fees are quoted in U.S. Dollars. Cash Rice Network does not collect or remit sale taxes. Taxes, if any, are the responsibility of the Buyer and Seller.

Payments for Purchases.

Cash Rice Network will invoice the Buyer for the full purchase price of rice plus a Service Fee of $0.15/cwt. Buyer will also be invoiced at the current rate for the Rice Research Assessments and California Rice Commission Assessments. Total payment is due within five (5) business days of invoice. When a bid is placed, it is deemed the price per hundred weight (cwt) “over USDA loan value” or in addition to the lower of USDA Loan Value or USDA World Market Price for the class and quality of paddy. All contract payment terms are cash (or tender of an instrument or other wire transfer having good and sufficient funds acceptable to the Seller) in exchange for documents of ownership in the form of Warehouse Receipts or Paddy Storage Receipts, payable within five (5) business days of invoice date. There is an exception to this term for Farm Stored rice as more specifically set forth below.

Buyers.

Buyers may register as “Commercial,” which is defined as any entity engaged in milling, exporting, or merchandising of rice. A Producer may also buy rice on the Cash Rice Network, but still be registered as a Producer. However, a Producer acting as a Buyer will adhere to a separate set of rules that will be explained in greater detail below in order to build legitimacy and integrity into all purchases made on the Cash Rice Network. After a Buyer registers an account, they will not be issued Buying Power from the Cash Rice Network until the approval process is complete. All buyers must agree to the User Agreement to be considered for buying power. In reviewing Buyer Membership Application and registration information, the following financial information may be required to complete the application process to have buying Power Enabled: Bank Information, approved Letter of Credit, Credit Reports, Business Information, Credit References, and other documents as requested at the time of application.

Buying Power:

Buying power is the amount of credit a Buyer is afforded by the Cash Rice Network to purchase rice on the Cash Rice Network website. Financial Statements, Letter of Credit, or other financial information may be required to establish Buying Power. Buyers will be asked to review, and agree to the terms and conditions within the User Agreement. By agreeing to the Terms and Conditions of the Cash Rice Network, registration information is forwarded to Cash Rice Network, who will then review the information for completeness and accuracy. When found complete and accurate, Cash Rice Network will activate an account and enable the Buying Power and notify you via the e-mail you provided at the creation of your account. Failure to accept the User Agreement will terminate the registration process, and buying power will not be enabled, and you will not be able to transact business on the Cash Rice Network website. The ability to view all of the current and historical information on the Cash Rice Network requires a User ID and Password, and the ability to transact business is contingent upon the acceptance of the Terms and Conditions.

Commercial as Buyer:

Cash Rice Network will review all registrants prior to issuing Buying Power, and may require additional financial information as stated above. Upon completion of financial review, Cash Rice Network will allocate Buying Power to the Commercial Buyer, and the Commercial Buyer can transact business immediately up to the maximum amount of the assigned Buying Power.

Producer as Buyer:

A Producer, who is also registering to Purchase rice, must provide the aforementioned financial information. In addition to this, a Producer Buyer must supply 100% of their Buying Power in the form of Cash in a mutual trust account held with Cash Rice Network, or provide an approved Letter or Credit or some other form of acceptable documentation to purchase 100% of the rice that is being bid on.

Producer-Seller.

All Producer-Sellers will be required to complete a registration process and create an active User Account by clicking “Sign Up” on the home page. You will be sent an email verification to verify you have a valid email, and this will activate your account, but only after clicking that you will adhere to these terms and conditions. Upon selecting the “I Agree” button, registration information is forwarded to Cash Rice Network, who will then review the information for completeness and accuracy. When found complete and accurate, Cash Rice Network will issue the ability and restrictions, if any, for a Producer to list rice. Failure to accept the Terms and Conditions of the User Agreement will terminate the registration process.

Utilizing the Cash Rice Network website and online trading platform requires a valid email address, password, and account with Cash Rice Network Registration needs to occur only once, however account settings, emails, and passwords can be changed on a User’s account profile.

Cash Rice Network will review all new accounts prior to enabling buying power or the ability to list rice. A buyer may be contacted and required to provide additional financial statements that may include credit reports, banking information, corporate and/or partnership information, credit references, or a standby letter of credit issued or confirmed by a US main bank approved by Cash Rice Network.

Once a Producer has validated an email address, opened an account, accepted the Terms and Conditions, and has been approved by Cash Rice Net Work to list rice, the Producer can begin entering information for each specific lot of rice for each specific entity. If a Producer does not have a computer or an email address, seller can grant permission to Cash Rice Network to assist in the process of listing lots of rice on the website.

Sellers are required to have unencumbered ownership interest (excluding any assignments to third parties) in the rice lot(s) to be sold, and present a valid warehouse receipt(s) or other acceptable documents, showing location, amount and quality of rice available for sale. Sellers who utilize Farm Stored rice drying facilities, not approved by the Commodity Credit Corporation (“CCC”), will be paid eighty (80%) percent of the offer price, including 80% of farm stored loan value if rice is not under USDA loan, within ten (10) business days of invoice to buyer. The remaining approximate twenty (20%) percent payment (adjusted to reflect State Grade Appraisals and certified destination weights), will be paid within ten (10) business days upon presentation of all State Grade Appraisals and certified weights to Cash Rice Network after the rice has been shipped to the buyer.

Rules for Placing Bids.

All offers are considered binding if the Seller receives at least one bid at, or above, the Seller’s stated Reserve price (minimum) in a Public Auction, or an “Accepted” bid in a Private Offer. Sellers then must complete the transaction with Cash Rice Network upon the close or sale of the auction by signing a Cash Rice Network Rice Option Agreement. All transactions are binding, and obligate both the Buyer and the Seller outside of exceptional circumstances.

All offers submitted online are firm and binding for the term shown on the website. This means that for the duration the rice is listed and an auction is live on Cash Rice Network, the rice cannot be sold to another buyer through another means of purchase. Once the auction has expired, the rice may be sold elsewhere. Rice auctions may be listed for 2 days, 5 days, 10 days, or 15 days. Rice can be moved from Public to Private auctions upon expiration if the rice is not sold, or conversely, from Private to Public auctions.

When a transaction is complete, the Buyer and Seller will both receive automated emails informing them of the completion, winning, and/or losing of the auction. Buyer and Seller will further be contacted by Cash Rice Network to complete the Rice Option Agreement (contract) and conduct any final business to complete the transaction. The fully executed Option Agreement represents a legally binding document, and has been approved for use by the USDA Farm Service Agency.

Confidential Information.

All information, relating to transactions of the Cash Rice Network, specifically names of Buyers and Sellers, submitted to Cash Rice Network shall be maintained as confidential. Cash Rice Network shall not disclose such confidential information to any other person, except to another neutral third party as necessary for audit or arbitration purposes, unless otherwise permitted. The information you provide to Cash Rice Network must be truthful and accurate. Failure to do so may lead to a suspension or termination of the right to use the Cash Rice Network website and the services it provides.

CRN Online Hour of Operation.

The Cash Rice Network trading website, www.cashrice.com, will be open for trading 24 hours per day, 365 days per year. Auctions will be live at all times. For example, if a Producer lists a Public Auction for a 10 day listing at 11:55pm on January 1, 2015, that lot will be available to be bid on 24 hours per day, up through 11:55pm on January 11, 2015.

Dispute Resolution.

Any controversy, claim damages or disputes arising out of, or relating to, any transaction conducted on the Cash Rice Network active trading website, these Term and Conditions, Cash Rice Network contracts, or Buyer’s or Seller’s registration, or the breach thereof, shall be venued in Butte County, California and resolved as follows:

(i) Mediation First.

The parties shall first attempt to resolve the dispute by way of an informal mediation and if such efforts do not result in a resolution, they will have the dispute arbitrated as set forth below.

(a) Selection of Mediator. The mediation shall be held before a neutral mediator having at least 20 years business litigation experience or a retired Superior Court Judge (“Qualified Mediator”). Within ten (10) days of a demand for mediation, the parties shall attempt to mutual select a neutral and Qualified Mediator. If the parties agree on the selection of a Qualified Mediator, the mutually selected Qualified Mediator shall be appointed for the parties’ mediation. If the parties are unable to mutually select a Qualified Mediator, they shall each select a neutral Qualified Mediator and the two shall then select a third Qualified Mediator who shall mediate the parties’ dispute. Any selected mediator who is unable or unwilling to fulfill his duties may be replaced.

(b) Time of Mediation. Subject to the mediator's availability, the parties will make best efforts to have the mediation scheduled and held within 45 days of a demand. The mediation shall be held in Butte County, California, or at the discretion of the appointed mediator an alternate location.

(c) Costs of Mediation. The parties shall split and pay for the fees and costs charged by the mediator equally.

(d) Failure to Participate in Mediation. Any party who fails to participate in the mediation, shall waive their right to collect attorney fees herein.

(ii) Arbitration Second.

If the parties are unable to resolve their dispute in mediation, the parties shall submit their dispute to binding arbitration.

(a) Selection of Arbitrator. The parties shall attempt to mutually agree upon the selection of a neutral arbitrator who shall be a business litigator having at least 20 years of experience, or a retired Superior Court Judge, or the Qualified Mediator previously selected for the parties mediation, if the parties mutually agree to the continued services of the Qualified Mediator for the binding arbitration (“Qualified Arbitrator”). If the Parties are unable to mutually agree on the selection of a Qualified Arbitrator, each party shall select a Qualified Arbitrator and the two so selected shall select a third Qualified Arbitrator who shall arbitrate the parties dispute.

(b) Power of Arbitrator. The Qualified Arbitrator shall have the power to hear any and all claims or disputes by and between the parties arising from these Terms and Conditions or any accompanying agreements, hear discovery disputes and to award attorney fees and costs to a prevailing party.

(c) Conduct of Arbitration Proceeding. Unless otherwise agreed to by the parties, the Qualified Arbitrator shall conduct the arbitration proceeding pursuant to the procedure set forth in California Code of Civil Procedure Sections 1282 through 1284.3.

(d) Costs of Arbitration. The parties shall split and pay for the fees and costs charged by the Qualified Arbitrator equally subject to the Qualified Arbitrator’s power to make an award attorney fees and costs, including the fees and costs of arbitration against one party or another.

Suspension or Termination of Use.

Cash Rice Network may suspend or terminate your registration and use of the website if you fail to comply with the Terms and Condition, engage in any fraudulent or deceptive activity in connection with your registration, use of the website, or is you fail to perform any obligation or condition required of you to be performed as a result of bidding, listing, purchasing or selling on the Cash Rice Network website. Cash Rice Network may also suspend or terminate your use of the website if you do anything related to or in connection with the website which is deemed by the Cash Rice Network to be suspicious, nonbusiness like, or unreasonable.

Disclaimers-Limitation of Liability.

CASH RICE NETWORK MAKES NO WARRANTY OR REPRESENTATION, IMPLIED OR OTHERWISE, AS TO THE QUALITY OR QUANTITY OF THE GOODS SOLD ON ITS WEBSITE OR THE SERVICES PROVIDED BY THE CASH RICE NETWORK. ALL WARRANTIES RELATED TO GOODS, IF ANY, ARE STRICTLY A MATTER TO BE HANDLED AND NEGOTIATED BY AND BETWEEN THE BUYER AND THE SELLER. ALL SERVICES PROVIDED BY CASH RICE NETWORK, ITS EMPLOYEES, AGENTS, CONTRACTORS, PROVIDERS, OR SUPPLIERS ARE “AS IS” AND WITHOUT ANY WARRANTY OF ANY KIND WHATSOEVER WHETHER EXPRESS, IMPLIED OR STATUTORY. CASH RICE NETWORK SPECIFICALLY DISCLAIM ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND TITLE. CASH RICE NETWORK SHALL NOT BE LIABLE FOR, AND USERS OF THE CASH RICE NETWORK WEBSITE WAIVE AND RELEASE CASH RICE NETWORK FROM, ANY AND ALL CONSEQUENTIAL, SPECIAL OR INCIDENTAL DAMAGES INCLUDING, BUT NOT LIMITED TO, LOST PROFITS, LOSS OF OPPORTUNITY, LOSS OF SALE, LOST INTEREST, BUSINESS EXPENSES, RENTS, SHIPPING OR HANDLING COSTS, OR TRANSACTION FEES.

CASH RICE NETWORK DOS NOT GUARANTY THE PERFORMANCE OF ANY BUYER OR SELLER USING THE CASH RICE NET WORK. THE RICK OF LOSS ASSOCIATED WITH OR RELATED TO ANY NONPERFORMANCE BY A BUYER OR SELLER USING THE CASH RICE NETWORK WEBSITE IS STRICTLY LIMITED TO AND ASSUMED BY THE BUYER AND SELLER.

DOES NOT GUARANTY THAT USERS WILL HAVE UNINTERRUPTED SERVICE OR SECURE ACCESS TO THE WEBSITE AND TRADING PLATFORM.

CASH RICE NETWORK’S DAMAGES, IF ANY, FOR ANY LIABILITY ARISING FROM THESE TERMS AND CONDITIONS SHALL BE LIMITED TO THE BROKERAGE FEES ACTUALLY PAID BY THE COMPLAINING PARTY TO CASH RICE NETWORK FOR THE TRANSACTION GIVING RISE TO THE DISPUTE.

Indemnity.

Buyers, Sellers, and Bidders using the Cash Rice Network website and trading platform agree to defend with counsel acceptable to Cash Rice Network, indemnify and hold Cash Rice Network, its employees, agents, contractors, affiliates, officers, directors, successors and assigns harmless from any and all claims, damages, causes of actions, liability, arising out of the use of the Cash Rice Network website, trading platform, breach of these Term and Conditions, or failure to perform including, without limitation, attorneys’ fees and costs.

Miscellaneous.

(i) These Terms and Conditions shall be governed by California law.

(ii) Time is of the essence for each and every obligation to be performed. The failure to seek diligent enforcement of performance shall not be deemed a waiver to do so in the future.

(iii) No agency, joint venture or partnership is created by these Terms and Conditions or the use of the Cash Rice Network website and trading platform.

(iv) Headings are used for reference and convenience and shall have no binding effect.

(v) These terms and conditions constitute the entire understanding by and between you and the Cash Rice Network.

(vi) Any provisions of these Terms and Conditions which is found to be unlawful or unenforceable shall be deemed severed from the other terms which shall remain in full force and effect.

(vii) In the event of any dispute over the terms and conditions of these Terms and Conditions, the prevailing party shall be entitled to an award of reasonable attorney fees and costs.

(viii) Notices to Cash Rice Network shall be sent Certified United States Mail to its place of business address, return receipt requested, which if done, shall be deemed made on the fifth day after delivery, or by facsimile or electronic email which shall be deemed delivered on the first business day after being sent if properly directed and there is not a non-delivery notification. Notices to Sellers, Buyers, Bidders, and you shall be sent to the sent Certified United States Mail to the address provided to Cash Rice Network during the registration, return receipt requested, which if done, shall be deemed made on the fifth day after delivery, or by facsimile or electronic email to the contact provided to Cash Rice Network during the registration, which if done shall be deemed delivered on the first business day after being sent if properly directed and there is not a non-delivery notification.

END OF TERMS AND CONDITIONS