PRIME PROSPECT H O R S E S L L C
TERMS AND CONDITIONS AGREEMENT
IMPORTANT NOTICES TO ALL PARTICIPANTS
By accessing and engaging with the online sale platform managed by Prime Prospect Horses LLC, each Participant expressly acknowledges that they have read, understand, and agree to be bound by these Terms and Conditions in their entirety. Prime Prospect Horses LLC’s Registration and Sale Procedures are incorporated into and made part of these Terms and Conditions, and compliance is required to participate in a Sale. If at any point a Participant does not agree to any portion of these existing or modified Terms and Conditions, including the Registration and Sale Procedures, Participant must immediately cease participation in the Sale and inform Prime Prospect Horses LLC of their refusal to accept.
Participants must comply with all local, state, and federal laws applicable to purchasing and selling items in their jurisdiction. This includes, but is not limited to, the specific regulations governing the sale and transfer of biological assets.
By accessing or using any website, application, or service offered, maintained, or associated with Prime Prospect Horses LLC and its online Sale, Participant consents to receiving electronic communications from Prime Prospect Horses LLC and its agents concerning administrative, security, and other matters related to Participant’s use of the aforementioned platforms. Participant acknowledges that any electronic notices, agreements, disclosures, or other communications sent by Prime Prospect Horses LLC and its agents shall fulfill all legal requirements for communication, including the requirement that such communications be in writing. This provision is not intended to affect Participant’s statutory rights.
​
PARTICIPANT ASSUMPTION OF RISK
ACCEPTANCE OF TERMS AND CONDITIONS
INTRODUCTION
Prime Prospect Horses LLC provides a platform for online sales. Some terms and conditions differ from in-person sales. Prime Prospect Horses LLC operates solely as an intermediary platform and is not an agent or representative of Participants. Prime Prospect Horses LLC provides a framework and venue for a willing Seller and a willing Buyer to complete a transaction. All obligations, representations, guarantees, commitments, and warranties related to the sale and purchase of a Consignment are the sole responsibility of Buyer and Seller.
DEFINITIONS
For the purpose of these Terms and Conditions, the following terms shall have the meanings specified below:
Bidder: A person who registers and is approved to participate in a Sale with the capacity to place bids on Lots. If Bidder is represented by an authorized agent, all actions of the agent will be deemed the actions of Bidder.
Buyer: A Bidder who places the winning bid for a Lot or makes the offer that is ultimately accepted by Seller to purchase a Lot through the Platform.
Consignment: A horse, horse embryo, or living horse product offered for sale by Seller through the Platform, as well as all related registration documents, health certificates, and other pertinent documentation or items required for the transfer of ownership of such horse, horse embryo, or living horse product.
Lot: A Consignment or a grouping of Consignments offered as a single unit for sale through the Platform. Each Lot is assigned a unique Lot number which is used to identify the Consignment(s) for the purposes of bidding, cataloging, and sale processing. A Lot may consist of a single Consignment, such as a single vitrified embryo, or a collection of items, such as a set of a recipient mare with foal at side.
Participant: Any person other than Prime Prospect Horses LLC who uses the Platform.
Person: A natural person, business organization, trust, or other legal entity.
Platform: The online sale platform managed by Prime Prospect Horses LLC and any related website, mobile application (“app”), or service offered, maintained, or associated with Prime Prospect Horses LLC and its online sales.
Sale: The sale provided by Prime Prospect Horses LLC where Bidders can participate and place bids electronically through the Platform, either via internet or mobile applications, to purchase Lots.
Seller: A person who offers a Consignment for sale through the Platform, whether or not the Consignment is sold. If Seller is represented by an authorized agent, all actions of the agent will be deemed the actions of Seller.
PARTICIPANT’S REPRESENTATIONS
All Participants make and warrant to Prime Prospect Horses LLC and each other the following representations:
Accuracy of Information: All information provided by Participant to Prime Prospect Horses LLC or through the Platform is true, correct, and complete.
Duty to Update: Participant will promptly update Prime Prospect Horses LLC of any change to information provided by Participant and of any change in the condition of any Consignment prior to a Sale.
Authority: Participant is authorized and has the legal capacity to participate in a Sale and to consummate any sale or purchase of a Lot.
Bidder Solvency: Bidder has funds or financial capability to support all bids placed by Bidder, and Bidder will promptly provide payment for every Lot for which Bidder’s bid or offer is accepted by Seller in accordance with these Terms and Conditions.
Indemnification: Participant will indemnify and hold harmless Prime Prospect Horses LLC from and against any claims, damages, liabilities, costs, and expenses (including reasonable attorney’s fees) arising from the falsity of any of Participant’s representations.
WARRANTIES
Disclaimer of Warranties for Platform: Prime Prospect Horses LLC makes no express or implied warranty as to the Platform. Prime Prospect Horses LLC makes no warranty that the Sale will meet Participants' requirements or that the Sale will be uninterrupted, timely, secure, or error-free.
Disclaimer of Warranties for Consignments: Except as explicitly set forth in these Terms and Conditions, there are no express or implied warranties of merchantability, fitness for any particular purpose, or otherwise, made by Prime Prospect Horses LLC or Seller as to any Consignment. There shall be no warranty, express or implied, created or intended by Prime Prospect Horses LLC or any representative thereof, as to the soundness, physical condition, health, disposition, fertility, or pregnancy status of any broodmare. All Consignments are sold in an "as is, where is" condition with all existing conditions and defects acknowledged by Buyer at the time of Sale. Any express warranty or guarantee on Seller’s behalf is made solely by Seller. All written or verbal health, medical, and legal representations as to a Consignment are made solely by or on behalf of Seller and do not involve Prime Prospect Horses LLC under any circumstances. All public announcements or statements made by Prime Prospect Horses LLC or Seller that imply guarantees are solely between Seller and Buyer and do not involve Prime Prospect Horses LLC under any circumstances.
Limited Warranty of Title: Seller warrants to Prime Prospect Horses LLC and to Participants that Seller possesses the correct identity and clear title of each Consignment, free from all liens, encumbrances, and adverse claims to ownership, use, or possession. This warranty includes Seller defending the Consignment against all claims, liens, and encumbrances, including those that may arise from non-compliance with the American Quarter Horse Association's (AQHA) parentage verification requirements. Prime Prospect Horses LLC makes no warranty to any Participant as to the ownership, title, or marketability regarding any Consignment.
Obligation to Disclose: Should any Consignment fail to conform to the limited warranty described in the preceding paragraph, Seller is obliged to inform Prime Prospect Horses LLC immediately and before the commencement of the Sale, so that accurate and complete disclosures can be made to prospective Bidders. Seller bears sole responsibility for any and all omissions of disclosure, irrespective of the circumstances and agrees to hold Prime Prospect Horses LLC harmless for any and all disclosures or failures to disclose.
PARTICIPANT ASSUMPTION OF RISK
Acknowledgment of Risk: All Participants expressly acknowledge and agree they are participating in the Sale at their own risk and voluntarily assuming all risks associated with participation, including those that might arise from an act or inaction of Prime Prospect Horses LLC.
Complete Exclusion of Liability. All transactions conducted within the framework of Prime Prospect Horses LLC are between Seller and Buyer with Prime Prospect Horses LLC acting as a neutral third party. Prime Prospect Horses LLC shall not be liable for any damages whatsoever arising from Participants' involvement in or with the Sale, irrespective of the nature of the claim or the negligence of any party, including that of Prime Prospect Horses LLC. This complete exclusion of liability encompasses all claims, damages, losses, and liabilities, regardless of whether they arise from personal injury, property damage, loss of business opportunity, or any other form of damage or loss, whether direct, indirect, incidental, consequential, special, or exemplary.
INTELLECTUAL PROPERTY
Ownership of Materials: All catalogs, images, videos, radiographs, pedigree information, and other materials (hereinafter referred to as the "Materials") provided in connection with the Sale conducted by Prime Prospect Horses LLC are the exclusive property of Prime Prospect Horses LLC or its licensors. These Materials are provided to Participants solely for the purpose of facilitating informed bidding and purchase decisions during the Sale.
Permitted Use: Participants are authorized to use the Materials solely for evaluating Lots during the online Sale. Any copying, reproduction, redistribution, transmission, display, publication, or any other use of the Materials in any other manner or for any other purpose without prior written consent of Prime Prospect Horses LLC is strictly prohibited.
Copyright and Trademark Notices: All Materials are protected by copyright and, where applicable, trademark laws. Unauthorized use of these Materials may violate copyright and trademark laws and could result in civil and criminal penalties. All copyrights and trademarks contained within the Materials are owned by their respective owners and must not be removed, altered, or obscured.
No Transfer of Rights: Viewing or participating in the online Sale does not confer any license or right of use to any intellectual property of Prime Prospect Horses LLC or any third party, except as explicitly stated herein.
Infringement Notification: Participants agree to notify Prime Prospect Horses LLC immediately upon becoming aware of any unauthorized use of the Materials or any other infringement of intellectual property rights associated with the online Sale.
Indemnification for Breach: Participants shall indemnify and hold harmless Prime Prospect Horses LLC from any claims, damages, liabilities, costs, and expenses (including reasonable attorney’s fees) arising from the misuse of any Materials or violation of any intellectual property rights related to the online Sale.
LEGAL COMPLIANCE
Compliance with Laws: Prime Prospect Horses LLC conducts this online Sale in compliance with all applicable local, state, and federal laws and regulations governing the sale of livestock and related products within Weatherford, Parker County, Texas. It is the responsibility of all Participants to adhere to these legal standards throughout their engagement with the Sale.
Regulatory Compliance: Participants must ensure that their conduct during the Sale does not violate the Animal Welfare Act or any other statutes or regulations that are applicable to the breeding, sale, and transport of horses, foals, pregnant mares, and frozen or vitrified embryos. This includes, but is not limited to, ensuring appropriate transportation and transfer documents are in order, and that all animals are treated humanely in compliance with veterinary standards.
Licenses and Permits: Sellers are responsible for obtaining any necessary local, state, or federal licenses or permits required for the legal sale of their animals or embryos. Failure to obtain appropriate licenses or permits may result in disqualification from participation in the Sale and potential legal action.
Reporting Requirements: Prime Prospect Horses LLC and all Participants are obligated to comply with all reporting requirements as mandated by applicable laws and regulations. This includes the reporting of sales, transfers, and other relevant transactions to appropriate regulatory authorities.
Indemnification: Participants agree to indemnify and hold harmless Prime Prospect Horses LLC from any and all claims, liabilities, damages, and expenses (including attorney’s fees) arising from any breach of these terms or non-compliance with applicable laws and regulations.
ACCOUNT AND DATA PRIVACY POLICY
Account Security: Participant is solely responsible for the security and confidentiality of their account information. Immediate notification to Prime Prospect Horses LLC is required in the event of any unauthorized use of such information. Prime Prospect Horses LLC shall not bear any loss arising from unauthorized use of a Participant’s account, and Participant agrees to indemnify and hold harmless Prime Prospect Horses LLC from any losses, damages, claims, or liabilities arising from improper, unauthorized, or illegal use of Participant’s account.
Data Collection: Prime Prospect Horses LLC collects personal and financial information necessary to facilitate participation in the online Sale. This includes, but is not limited to, names, addresses, email addresses, and credit card information. This information is collected through secure channels and is essential for processing transactions, providing support, communicating important Sale-related notices, and enhancing user experience.
Data Monitoring: Prime Prospect Horses LLC may monitor data to ensure compliance with policies, the security and integrity of its operations, and the quality of service provided. Monitoring may include, but is not limited to, the logging of website activity, audit trails, system usage, and other relevant metrics. All monitoring activities will be conducted with the utmost respect for the privacy and confidentiality of user information.
Advanced Data Security Measures: Prime Prospect Horses LLC employs advanced security technologies and procedures. These include:
Encryption: Secure Socket Layer (SSL) encryption is used to protect sensitive data in transit, ensuring that all of this type of information exchanged between Participants' devices and Prime Prospect Horses LLC’s servers remains private.
​
Access Controls: Strict access controls are implemented to ensure that only authorized personnel have access to sensitive data. Regular audits are conducted to maintain the integrity of these controls.
Limited Data Sharing: Participant information will only be shared with third-party service providers under controlled and secure circumstances. Third-party service providers who assist in conducting the online Sale, such as payment processors and technology providers, are contractually obligated to protect and use such information only for the purposes for which they have been engaged.
Regulatory Compliance: Prime Prospect Horses LLC is committed to complying with applicable data protection laws and regulations. Prime Prospect Horses LLC reserves the right to monitor, review, retain, and disclose any information as necessary to comply with any applicable law, regulation, legal process, or governmental request.
Participant Rights: Participants have rights over their personal information, including the right to access, correct, and request the deletion of their data. Prime Prospect Horses LLC provides mechanisms to exercise these rights through a dedicated support channel.
Notification of Privacy Policy Updates: Prime Prospect Horses LLC reserves the right to modify its privacy policy at any time. Any significant updates to the privacy policy will be communicated to Participants through established communication channels, such as direct email notifications or through the Platform. This ensures that Participants are informed of how their information is being used and the measures in place to protect their privacy.
Consent and Acknowledgment: By using the Platform, Participants consent to the collection, use, sharing, and protection of their personal and financial information as described in these Terms and Conditions. Participants are encouraged to use the Platform in a manner that is consistent with these Terms and Conditions.
AGREEMENT TO ARBITRATE
Mandatory Arbitration: All disputes, controversies, or claims arising out of these Terms and Conditions or related to the Platform shall be finally resolved through binding arbitration.
Arbitration Procedure: Arbitration proceedings shall be conducted in Weatherford, Parker County, Texas, in accordance with the Commercial Arbitration Rules of the American Arbitration Association. The arbitration process shall be initiated by a written demand from the party seeking arbitration. All proceedings, including the selection of arbitrators and the arbitration hearings, shall be conducted in a manner ensuring privacy and confidentiality to the maximum extent permitted by law.
Any arbitration conducted in accordance with this clause shall be private and confidential. Attendance at the hearings shall be limited exclusively to the arbitrator(s), a stenographer (if requested), the parties involved, their legal representatives, and/or necessary designated representatives of the parties. The subjects submitted for arbitration, including all hearings and proceedings thereunder, and the arbitration award, shall be maintained under the strictest confidentiality by all parties. These matters shall not be discussed, disclosed, or communicated to any person not directly involved in the arbitration. The records of the proceedings shall be sealed upon request of any party, with disclosure allowed solely to the extent necessary for enforcing the arbitration award or any judicial judgment enforcing such award.
​
Prohibition on Class Arbitrations: Participant agrees that any arbitration shall proceed solely on an individual basis and not as part of any class or representative action. The Participants waive any right to class arbitrations and class actions. Should this prohibition be deemed invalid or unenforceable, then the entirety of this agreement to arbitrate shall be deemed void ab initio.
Finality of Arbitration Award: The decision of the arbitrator(s) shall be final, conclusive, and binding upon the parties involved. Judgment on the arbitration award may be entered in the District Court of Parker County, Texas. The prevailing party in the arbitration shall be entitled to recover reasonable and necessary attorney fees and arbitration costs from the non-prevailing party.
Waiver of Jury Trial: All Participants agree to the terms of this Agreement to Arbitrate and waive any right to a trial by jury for any dispute with Prime Prospect Horses LLC’s. This waiver is a knowing, voluntary, and intentional relinquishment of Participant's right to a jury trial.
ACCEPTANCE OF TERMS AND CONDITIONS
Acknowledgment and Acceptance: By registering for and participating in the online Sale conducted by Prime Prospect Horses LLC, each Participant expressly acknowledges that they have read, understood, and agree to be bound by these Terms and Conditions in their entirety. This includes all provisions related to payments, refunds, dispute resolution, and data privacy, as outlined in this document. Participants understand that these Terms and Conditions may be amended, and Participants agree that continued engagement with the Platform following the posting of amendments to these Terms and Conditions will indicate acceptance of the new Terms and Conditions by Participant. If Participant disagrees with the amended terms, they have the right to withdraw from participation.
AMENDMENTS TO TERMS AND CONDITIONS
Authority to Amend or Terminate: Prime Prospect Horses LLC reserves the exclusive, unilateral right to amend, modify, add, or remove portions of these Terms and Conditions at any time without prior notice to Participants. Additionally, Prime Prospect Horses LLC may, at its sole discretion, terminate these Terms and Conditions at any time by disabling access to the Platform or by providing direct notification to Participants.
Notification of Amendments: Any amendments to these Terms and Conditions will be posted on the Platform. It is the responsibility of all Participants to review the Terms and Conditions regularly to stay informed of any changes. The date of the most recent revisions will appear on this page.
Effect of Amendments: Amendments will take effect immediately upon their posting to the Platform. Any transactions initiated after the posting of amendments will be governed by the new terms.
Updates and Modifications: Prime Prospect Horses LLC reserves the right to update or modify these Terms and Conditions at any time without prior notice. Continued participation in the online Sale following any such changes shall constitute Participant’s acceptance of such changes.
MISCELLANEOUS TERMS
Typographical Errors: In the event of any typographical, clerical, or other minor errors or omissions in any part of this document and or any document produced by or submitted to Prime Prospect Horses LLC, such errors or omissions shall not affect the validity or enforceability of the agreement. Prime Prospect Horses LLC shall have the authority to correct any such errors or omissions without the need for a formal amendment to any document, provided that such corrections are non-material and do not alter the substantive rights or obligations of the parties herein. Any such corrections shall be made in writing and shall be effective immediately upon execution by Prime Prospect Horses LLC.
Electronic Agreement: Participation in the online Sale constitutes an electronic signature and, as such, signifies Participant's intentional acceptance of these Terms and Conditions. Participants acknowledge that their electronic submissions constitute their agreement and intent to be bound by such documents.
Governing Law: These Terms and Conditions, as well as any disputes arising out of or related to the services provided by Prime Prospect Horses LLC or these Terms and Conditions, shall be governed by and construed under the laws of the State of Texas, excluding its conflict of law provisions.
Jurisdiction and Venue: The parties agree that the courts located in Parker County, Texas, shall have exclusive jurisdiction over any disputes between the parties arising out of or relating to these Terms and Conditions.
Binding Effect: These Terms and Conditions form a legally binding agreement between Prime Prospect Horses LLC and Participant. Participants agree that this agreement is enforceable like any written negotiated agreement signed by them.
Force Majeure: Prime Prospect Horses LLC shall not be liable for any failure to perform its obligations under this agreement including where such failure results from any cause beyond Prime Prospect Horses LLC’s reasonable control, including, but not limited to, accidents, errors, mechanical, electronic, or communications failure or degradation, acts of God, natural disasters, pandemic, endemic, terrorism, or government restrictions.
Indemnification: Participants agree to indemnify and hold harmless Prime Prospect Horses LLC, its directors, officers, employees, agents, and successors from and against any and all claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys' fees) arising out of or relating to their participation in the Sale.
Severability: If any provision of this Agreement or the application thereof to any person or circumstance, is determined by a court of competent jurisdiction to be invalid, illegal, or unenforceable to any extent, such provision shall be excluded to the extent of such invalidity, illegality, or unenforceability; all other provisions hereof shall remain in full force and effect and shall be enforced to the fullest extent permitted by law. Furthermore, in lieu of such invalid, illegal, or unenforceable provision, there shall be added automatically as part of this Agreement a provision as similar in terms to such invalid, illegal, or unenforceable provision as may be possible and be legal, valid, and enforceable.
Entire Agreement: All parties agree to these Terms and Conditions as the entire agreement between the parties with respect to the subject matter herein, superseding all prior agreements, understandings, negotiations, and discussions, whether oral or written, of the parties. No amendment or modification of these Terms and Conditions shall be deemed effective unless made in writing and published by Prime Prospect Horses LLC.
No Waiver: No provision of this Agreement, nor any right or obligation under this Agreement, shall be waived by any act, omission, or knowledge of a party or its agents or employees except by an instrument in writing expressly waiving such provision, right, or obligation and signed by duly authorized representatives of the party against whom the waiver is sought to be enforced.
CONTACT INFORMATION
Participants are encouraged to keep a record of all communications with Prime Prospect Horses LLC for their reference. Please ensure that when contacting Prime Prospect Horses LLC, you provide your full name, registration details, and any other information necessary to assist you promptly and effectively.
General Inquiries: For any questions or concerns regarding the online Sale, Participants should contact Prime Prospect Horses LLC's customer service department. All inquiries should be directed to office@primeprospecthorses.com and/or (817) 458-1533.
Technical Support: Participants experiencing technical difficulties with the Platform or requiring assistance with accessing or using the Platform should contact our technical support team at support@primeprospecthorses.com and/or (817) 458-1533.
Legal Notices: Any legal notices or formal communications required to be sent to Prime Prospect Horses LLC under these Terms and Conditions must be sent via certified mail, return receipt requested, to the registered office address of Prime Prospect Horses LLC at 403 Dunn Lane, Weatherford, Texas 76088.
Feedback and Suggestions: Prime Prospect Horses LLC welcomes feedback and suggestions from Participants regarding the online sale experience. Such communications do not contain confidential information and will not be treated as confidential by Prime Prospect Horses LLC. Feedback should be submitted through the designated office@primeprospecthorses.com email address, though social media channels run by Prime Prospect Horses LLC, or via the contact form available on the Platform.
Emergency Contact: In the event of any critical issue that requires immediate attention, Participants may use the main office line at (817) 458-1533 or the emergency contact number provided on the catalog. This service is intended for urgent issues that impact the ability to participate in the online Sale and is available 24/7.