Bill of Sale

Interest in Livestock

KNOW ALL MEN BY THESE PRESENTS, Helios Farms Inc., the registered address of which is 2077 Skelly South Rd., Yoncalla, OR 97499 (Helios Farms), for and in consideration of the sum total of shares ordered by the person submitting an order from this website (Farm Share Owner) and other good and valuable consideration to it in hand paid at or before the ensealing or delivery of this instrument by Farm Share Owner whose address is recorded in the accounting system of Helios Farms Inc. has sold, and by these presents does grant and convey unto Farm Share Owner, his/her personal representatives, successors and assigns, the following property, goods and chattels, to wit: Interests of shares of livestock located at 2077 Skelly South Rd., Yoncalla Oregon 97499, the quantity of which is specified in the accounting system of Helios Farms. TO HAVE AND TO HOLD the same unto Farm Share Owner, his/her personal representatives, successors and assigns, for as long as Farm Share Owner is current on Farm Share Invoice payments due to Helios Farms. Helios Farms covenants and agrees to and with Farm Share Owner, his/her personal representatives, successors and assigns, to WARRANT AND DEFEND the sale of the interest in the property, goods and chattels, against all and every person or persons whomever. IN WITNESS WHEREOF, on Helios Farms Inc. has executed this Bill of Sale coincident with receipt and deposit of firFarm Share Owner purchase of subscription plan.

 

Livestock Boarding Agreement

THIS AGREEMENT is made and entered into to be effective as provided herein by and between you (herein called “Farm Share Owner”), and HELIOS FARMS INC. (herein called “Helios Farms”), whose registered address is 2077 Skelly South Rd., Yoncalla, OR 97499.


RECITALS

A. Helios Farms owns, raises, and boards Livestock (dairy cattle, beef cattle, poultry, hogs, and other livestock), to the benefit of Farm Share Owners, on owned and leased pastures in Oregon.

B. Helios Farms divides flocks of live poultry raised for meat into shares according to a schedule maintained in the company accounting records and available to Farm Share Owner upon request.

C. Helios Farms divides flocks of egg-laying hens into shares according to a schedule maintained in the company accounting records and available to Farm Share Owner upon request.

D. Helios Farms divides our herd of dairy cattle into shares according to a schedule maintained in the company accounting records and available to Farm Share Owner upon request.

E. Helios Farms divides large animals (beef cattle, hogs, and other large animals raised for meat) into halves or quarters, with each half or quarter being one share recorded in

a schedule maintained in the company accounting records and available to Farm Share Owner upon request.

E. Helios Farms makes shares of Livestock available for purchase by Farm Share Owners and prospective Farm Share Owners.

F. Helios Farms is the lessee and owner of various lands in Oregon.

G. Helios Farms is skilled at managed grazing, feeding, sheltering, caring for, handling, milking, harvesting, and processing livestock to optimize livestock health and the nutritional content of milk, meat, and eggs produced by the animals for human consumption.

H. Helios Farms is pioneering orthomolecular livestock farming, which uses only nutrients and minerals to optimize livestock health and treat animal issues. Helios Farms uses no pharmaceutical chemicals with livestock.

I. Helios Farms uses non-gmo sources of feed for livestock.


AGREEMENTS

NOW, THEREFORE, for and in consideration of the recitals and the mutual obligations contained in this Agreement, the parties agree as follows:


1. Definitions:

In addition to other terms defined in this Agreement, for purposes of this Agreement, the terms:


A. “Helios Farms” shall mean Helios Farms Inc. who will have possession of the livestock.


B. "Livestock" shall mean live milk, meat, or egg producing animals including but not limited to dairy cows, chickens, turkeys, beef cattle, and hogs.


C. "Boarding" shall mean having possession of, feeding, maintaining and caring for the Livestock, milking and bottling milk, collecting the eggs, managing the slaughter and processing of the animals as directed by Farm Share Owners or their agent(s) in accordance with the terms of this contract, and for pick up by Farm Share Owners or their designated agent(s).


D. “Livestock Share Agreement” and “Subscription” shall mean this agreement in combination with bill(s) of sale for Livestock. “Livestock Share Agreements” shall mean collectively this Agreement and all of the other agreements substantially similar to this one executed by all the Farm Share Owners with interests in the Livestock.


E. “Farm Share Owners” shall mean collectively all of the Farm Share Owners of the Livestock.


2. Delivery of Livestock for Boarding.

Upon the execution of Livestock Boarding Agreement, the ownership of the Livestock is transferred to the Farm Share Owner, through bill of sale, according to their interest documented in the company accounting records. The Livestock will remain in possession of Helios Farms, and Helios Farms, at its sole discretion, may also be a Farm Share Owner of some interest in the herd or animal. Each Farm Share Owner can arrange time to visit their Livestock at Helios Farms.


3. Boarding Fees.

For boarding the Livestock, Farm Share Owner shall pay to Helios Farms a uniform monthly boarding fee equal to the monthly price per share of the Livestock owned by Farm Share Owner. Payment of the first month's boarding fee executes this Agreement. Thereafter, the uniform boarding fee shall be paid by Farm Share Owner to Helios Farms, in advance, due and payable on or before the first day of each month during the time this Agreement is in effect. The parties agree the amount of the uniform boarding fee is a fair and reasonable charge by Helios Farms for the boarding services provided to Farm Share Owner under this Agreement. Fees may be paid in advance in any amount. Fees paid in advance are non-refundable.


4. Shares of milk, meat, and/or eggs.


A. Farm Share Owner shall be entitled to receive the milk, meat, and/or egg production from Farm Share Owner's interest in the Livestock with delivery to a designated drop point. The milk, meat, and/or egg production attributable to Farm Share Owner's interest shall be as specified in the website pricing plan (subscription) or Livestock Shares Order Form and confirmed by the Farm Share Owner's annual farm share invoice, maintained in the company accounting records.


B. Farm Share Owner or Farm Share Owner’s designated agent shall pick up Farm Share Owners’ share of meat and/or egg production at Helios Farms drop points or facilities at times to be specified by Helios Farms; provided that Helios Farms shall make every reasonable effort to make those times convenient for the Farm Share Owners by soliciting comments on scheduling from the Farm Share Owners.


C. Any Farm Share Owner may temporarily forfeit any portion of Farm Share Owner’s share of production from the Livestock. Forfeited shares may, at Helios Farms discretion, be distributed evenly amongst non-forfeiting Farm Share Owners or retained by Helios Farms.


5. Offspring and other products.

Farm Share Owner agrees that all offspring of the Livestock are the property of Helios Farms. Manures, pelts, hides, wool or fur, and any products other than milk, meat and/or eggs produced by the Livestock while boarded at Helios Farms are the property of Helios Farms.


6. Duties of Helios Farms.

In addition to any other duties provided in this Agreement, Helios Farms shall have the following duties in connection with the boarding of the Livestock:


A. To receive or acquire the Livestock for boarding at the designated Helios Farms facility and to provide any other reasonable services required for in this Agreement or requested by the Farm Share Owners;


B. To maintain and care for the Livestock using sound orthomolecular practices in accordance with Helios Farms Orthomolecular Livestock Care and Production Standards maintained at the company office;


C. To manage the Livestock for and on behalf of the Farm Share Owners and to acquire and replace Livestock as shall be necessary to maintain the health and productive capacity of the Livestock. Any replacement of Livestock is documented in the company accounting records, and available to Farm Share Owner upon request;


D. To pay all expenses for feeding, maintaining, and caring for the Livestock as required above;


E. To provide reports to Farm Share Owner as shall be appropriate to apprise Farm Share Owner of the condition of the Livestock and any other information that will be useful to Farm Share Owner regarding the health and performance of the Livestock with respect to Farm Share Owner's interest in the Livestock.


7. Special Services.

In addition to the uniform boarding fee provided for in this agreement, should Farm Share Owner request Helios Farms to perform any special services beyond the boarding and meat and/or egg production required under this Agreement, Helios Farms and Farm Share Owner shall agree as to the amount of additional charges, if any, to be paid by Farm Share Owner to Helios Farms for the special services.


8. Duties of Farm Share Owner.

In addition to any other duties provided in this Agreement, Farm Share Owner or their agent(s) shall have the following duties in connection with the boarding of the Livestock:


A. To visit the Livestock at the boarding facility and attend the meat and/or egg processing presentation conducted by Helios Farms;


B. To review and approve Helios Farms Orthomolecular Livestock Care and Production Standards;


9. Farm Share Owner Certification.

Farm Share Owner certifies under penalty of perjury that he/she is not a government agent, informant, contractor or other party that is trying to entrap or hurt Helios Farms or any of its Farm Share Owners, members, employees, contractors, drop points, outlets, or agents in any way. Farm Share Owner shall hold Helios Farms harmless and shall indemnify Helios Farms from any and all losses, costs, claims, damages, actions, causes of action, demands or liabilities including reasonable attorney’s fees, arising in any way whatsoever out of this certification.


10. No Sales of Dairy Products, Meat, or Eggs.

Helios Farms and Farm Share Owner acknowledge that the sale of dairy products, meat, or eggs may, at any time, be prohibited by the State of Oregon. Under no circumstances shall either Helios Farms or Farm Share Owner transfer the Farm Share Ownership or possession of any meat and/or egg production from the Livestock Shares in any transaction that would constitute a sale of dairy products, meat, or eggs in violation of the statutes of the State of Oregon. Helios Farms and Farm Share Owner each agrees to indemnify and hold the other harmless for any liability, loss, damage, expense or penalties which are incurred by the other because of a breach of the provisions of this Section by the indemnifying party. Under no circumstances can the acquisition of any Farm Share Owner’s share of the milk, meat, and/or egg production be construed to be a sale. A Farm Share Owner cannot buy from himself what he already owns.


11. Lien for Charges; Enforcement.


A. Helios Farms shall timely pay all expenses and other charges resulting from the boarding and care of the Livestock. Farm Share Owner shall have, and Helios Farms specifically grants to Farm Share Owner, a lien and security interest in their interest of the Livestock for all unpaid boarding and other charges resulting from the

boarding and care of the animals, feeds, supplies, and other services.


12. Farm Share Ownership; Transfer.


A. Farm Share Owner specifically represents and warrants to Helios Farms that Farm Share Owner holds the interest in the Livestock described in the recitals and has acquired the interest in the Livestock for Farm Share Owner’s own use and benefit.

B. Farm Share Owner must offer Helios Farms the first option to purchase shares back from Farm Share Owner. If the Farm Share Owner stops making payments on this Agreement, ownership of shares automatically revert to Helios Farms.


C. Farm Share Owner shall not transfer or assign any rights or interests in the Livestock without the prior written consent of Helios Farms, which consent shall not be unreasonably withheld, and without the transferee or assignee having entered into a Livestock Boarding Agreement covering the interest being transferred or assigned prior to or contemporaneously with the transfer or assignment. Farm Share Owner may not transfer or assign milk, meats, or eggs, only shares in live animals.


D. Helios Farms shall at no time and under no circumstance sell or exchange any of Helios Farms’ share of production and shall at all times use the Helios Farms’ share of production for Helios Farms’ own use.


E. Because all of the Livestock Agreements are interdependent and cannot function without all interests in the Livestock being covered by them, notwithstanding the foregoing, if any court orders a transfer or assignment of an interest in a proper cause of action, the Court is requested to make the transfer or assignment subject to the terms of a Bill of Sale and Livestock Boarding Agreement with respect to the transfer or assignment being ordered by the Court.


13. Liability.

A. Farm Share Owner shall not be liable to Helios Farms for any loss of or damage to the Livestock or for anything resulting from the care and maintenance of the Livestock by Helios Farms or from handling of production from the Livestock.

B. Neither party to this agreement shall be liable to the other party for any sickness, death, loss or damage from the foods picked up by Farm Share Owners, or their designated agents.


14. Damage Claims.

In the event that either party to this agreement, Helios Farms or Farm Share Owner, seeks to assert any claim against the other party for any reason in connection with this Agreement or the activities of the other party under it, Helios Farms or Farm Share Owner must file a written claim with the other party stating the nature of the claim and the amount of relief sought within one hundred eighty (180) days after Helios Farms or Farm Share Owner becomes aware of the circumstances giving rise to the claim. Unless Helios Farms or Farm Share Owner files the claim within the prescribed time, Helios Farms or Farm Share Owner waives any and all right that each may have against the other party for any liability arising under this Agreement.


15. Arbitration of Disputes.

All disputes, claims, and questions regarding the rights and obligations of the parties under the terms of this Agreement are subject to arbitration. Either party may make a demand for arbitration by filing a demand in writing with the other party within one hundred eighty (180) days after the dispute first arises. Thereafter, the arbitration shall be conducted by three arbitrators (one appointed by Helios Farms, one by Farm Share Owner, and a third by the other two arbitrators) in accordance with the rules of commercial arbitration of the American Arbitration Association. Each party shall pay the party's own costs in connection with the arbitration, and costs of the arbitrators shall be paid in equal amounts by the parties.


16. Effective Date; Duration.


A. This Agreement shall be effective upon the day of execution of this Agreement.

B. This Agreement shall continue until terminated by either party pursuant to subsection 17.A below.


17. Termination.

A. This agreement may be terminated by Helios Farms upon thirty (30) days notice to Farm Share Owner so long as Helios Farms shall terminate all the Livestock Agreements for the Livestock at the same time or has found a replacement Livestock Agreement to succeed this Agreement.


B. This Agreement may be terminated by Helios Farms (a) if Helios Farms together with other Farm Share Owners having Livestock Agreements which together cover a majority of the interests in the Livestock notify Farm Share Owner of the termination of the Livestock Agreements within a period of twenty (20) days of each other; (b) or Helios Farms has found another person who is acceptable to Farm Share Owner who acquires Helios Farms’ interests in the Livestock and signs a Livestock Boarding Agreement substantially the same as this one.


C. Upon termination of this Agreement pursuant to subsections 17.A and B above, with or without a replacement Livestock Agreement being signed, transfer of Farm Share Ownership of the Livestock will be to Helios Farms.


18. Force Majeure.

Notwithstanding anything to the contrary in this Agreement, Helios Farms and Farm Share Owner shall not be responsible for any delay or failure of its performance under this Agreement if the delay or failure is caused by any matter beyond the control of either party including, but not limited to, an illness in the Livestock not caused by a breach of Helios Farms’ duties under this Agreement and which Helios Farms has promptly taken steps to have treated or corrected, death of the Livestock which does not result from a breach by Helios Farms of its duties under this Agreement, government regulations, public emergency or necessity, legal restrictions, labor disputes and actions related thereto, riot, war, insurrection; windstorms, rainstorms, snowstorms, floods or other acts of God.


19. Miscellaneous.

A. Construction. When necessary for proper construction, the masculine of any word used in this Agreement shall include the feminine and neuter gender, the singular, the plural, and vice versa.


B. Scientific Jurisdiction. Orthomolecular regenerative livestock farming is based on orthomolecular science, as documented in the Orthomolecular News Service library at www.orthomolecular.org and the microbiome science that emerged from the human genome project and human microbiome project as documented in the book The Human Superorganism: How the Microbiome Is Revolutionizing the Pursuit of a Healthy Life by Rodney Dieter, PhD and its references. Any state or federal law, regulation, or mandate based on science that imposes restrictions or requires practices not supported by, or otherwise conflicts with those two bodies of science is null and void with respect to this agreement and all activities encompassed by this agreement.


C. Governing Law. This Agreement is being executed and delivered in the State of Oregon and shall be construed in accordance with and governed by Common Law associated with sovereign citizens first and the laws of such state second with all laws subjugated by the scientific jurisdiction defined in section 19.B.


D. Captions. The captions of sections and subsections contained in this Agreement are for convenience only and shall not control or affect the meaning or construction of any of the provisions of this Agreement.


E. Entire Agreement. This Agreement constitutes the entire contract between the parties. Helios Farms may update the terms of the agreement and make the replacement agreement available through www.heliosfarms.com pursuant to section 17 A, B, and C above.


F. Waiver. No assent or waiver, expressed or implied, to any breach of any one or more of the covenants or agreements hereof shall be deemed or taken to be a waiver of any succeeding breach.


G. Incorporation by Reference. All schedules, exhibits and attachments referred to in this Agreement are incorporated by reference and made a part of this Agreement.


H. Assignment. This Agreement and each of its provisions shall inure to the benefit of and be binding upon the parties, their successors and permitted assigns.


IN WITNESS WHEREOF, the parties have executed this Agreement upon first payment by Farm Share Owner on any subscription listed on this website and the deposit of that payment by Helios Farms.