Farmer Seller Agreement

1. Platform Role & Relationship

MilkShelf provides a neutral technology platform that allows farmers to manage customer subscriptions for milk and dairy pickup. MilkShelf is not a seller, co-seller, distributor, agent, partner, or employer of any farmer. MilkShelf does not produce, inspect, sample, test, handle, transport, store, or guarantee any product sold or made available through the platform.

You are an independent operator. All sales of milk and dairy products are made directly by you to your customers. MilkShelf is not a party to any sale and has no authority over the price, quality, availability, fitness for consumption, or legality of the products you offer.

MilkShelf's platform service fee, when applicable, is charged solely for providing software and payment infrastructure — it is not a commission, markup, or participation in any product sale. The collection of a service fee does not make MilkShelf a seller, co-seller, or commercial participant in any transaction between you and your customers.

Nothing in this Agreement creates an employment relationship, joint venture, agency, franchise, or partnership between you and MilkShelf.

2. Farmer Representations & Warranties

By entering into this Agreement, you represent and warrant — on an ongoing and continuing basis for as long as your MilkShelf account is active — that each of the following is true and will remain true:

• You are legally authorized to operate a farm and sell milk and/or dairy products directly to consumers in every jurisdiction in which you conduct or facilitate sales.
• You hold all licenses, permits, certifications, and registrations required by your state, county, and local authorities for the production and direct sale of raw milk and dairy products, and all such licenses are current, valid, and in good standing.
• All products you offer through your MilkShelf portal comply with applicable federal, state, and local food safety laws, including regulations governing raw milk, unpasteurized dairy, on-farm pickups, product testing, labeling, and direct-to-consumer sales.
• You do not and will not use MilkShelf to facilitate any sale that violates federal interstate commerce restrictions on raw milk, or any state or local law that prohibits the sale of raw milk in your jurisdiction.
• You maintain commercial general liability insurance — including product liability coverage — covering your farm operations and all products you sell, with minimum limits of $1,000,000 per occurrence and $2,000,000 aggregate, and you have named or will name MilkShelf LLC as an additional insured on that policy prior to your first active customer subscription.
• All information you provide to MilkShelf — including your farm name, address, contact information, licensing status, insurance status, and customer data — is accurate, complete, and not misleading.
• You are not aware of any pending or threatened regulatory investigation, license suspension, product recall, enforcement action, or lawsuit relating to your farm, products, or operations as of the date you enter this Agreement, other than what you have disclosed in writing to MilkShelf.

You agree to notify MilkShelf in writing immediately — and no later than 48 hours — if any of the above representations become untrue for any reason.

3. Document Verification & Ongoing Compliance

Response Deadline. You agree to provide any requested documentation within 5 business days of a written request from MilkShelf. Failure to provide requested documentation within this period is a material breach of this Agreement and grounds for immediate suspension of your account and customer portal without notice or refund.

Document Expiration. You are responsible for maintaining all required licenses and insurance continuously throughout the term of this Agreement and for providing updated documentation to MilkShelf upon renewal or replacement. MilkShelf may remind you of upcoming expirations but is not obligated to do so, and any failure by MilkShelf to remind you does not relieve you of this obligation.

No Certification or Endorsement. MilkShelf's review of any document you provide — or MilkShelf's failure to request or review any document — does not constitute a certification, endorsement, audit, or warranty of your compliance status, product safety, or regulatory standing. MilkShelf's document review, if any, is for MilkShelf's internal platform integrity purposes only and does not substitute for oversight by any regulatory authority.

Notification Obligations. In addition to the ongoing warranty obligation in Section 2, you agree to notify MilkShelf immediately — within 48 hours — upon becoming aware of any of the following: a regulatory investigation, audit, or enforcement action involving your farm or products; a license suspension, revocation, or denial of renewal; a voluntary or mandatory product recall; any public health complaint or illness report involving your products; or any lawsuit or legal claim made against you relating to your products or operations.

4. Farmer Obligations

As a farmer using MilkShelf, you agree to:

• Comply with all applicable federal, state, and local laws governing the production, handling, testing, labeling, and sale of milk and dairy products at all times.
• Maintain appropriate hygiene, testing, and safety standards for all products you offer through the platform, consistent with all applicable regulatory requirements.
• Handle all customer disputes, refund requests, complaints, and regulatory inquiries directly and at your own expense. MilkShelf has no obligation to mediate, intervene in, or resolve disputes between you and your customers.
• Not misrepresent your farm, products, licenses, insurance coverage, or compliance status to customers, to MilkShelf, or to any regulatory authority.
• Keep your dashboard access credentials confidential and not share them with unauthorized persons.
• Promptly update MilkShelf with any changes to your contact information, farm name, or operational status.

5. Payment Processing (Optional)

MilkShelf offers an optional payment processing feature that allows you to collect jar subscription payments directly from your customers via Stripe Connect. Use of this feature is voluntary and does not affect your access to the core subscription management platform.

Platform Service Fee. When payment processing is enabled, MilkShelf charges a platform service fee of 1.5% per customer transaction for providing payment processing infrastructure. This fee is added to the customer's total at checkout — you always receive your full jar price. This fee is a software service fee only and does not constitute MilkShelf's participation in or endorsement of any product sale. You will never be charged the platform service fee directly from your account.

Stripe Terms. By connecting a bank account through MilkShelf, you agree to the Stripe Connected Account Agreement, including Stripe's terms governing payouts, refunds, chargebacks, identity verification, and reserve requirements. MilkShelf is not responsible for any Stripe-initiated holds, reserve requirements, account restrictions, or payout delays.

Disputes & Chargebacks. You are solely responsible for resolving any payment disputes or chargebacks initiated by your customers. MilkShelf will not intervene in payment disputes between you and your customers. In the event of a chargeback, Stripe's standard dispute process applies. You agree to indemnify MilkShelf for any losses, fees, or penalties MilkShelf incurs as a result of chargebacks or fraudulent transactions originating from your account.

Taxes. You are solely responsible for any income taxes, sales taxes, or other tax obligations arising from payments you receive through the platform. MilkShelf does not provide tax advice and makes no representations regarding your tax obligations.

7. Insurance

MilkShelf strongly encourages all farmers to carry commercial general liability and product liability insurance covering their farm operations and the products they sell. You agree to maintain whatever farm liability insurance is commercially available to you in your jurisdiction for your type of operation, at your own expense, throughout the term of this Agreement.

You acknowledge that product liability coverage specifically covering raw milk sales is not available through standard insurance markets in many states, and that the availability, scope, and terms of any coverage you are able to obtain will vary based on your location, herd size, and insurer. MilkShelf does not require a minimum coverage amount as a condition of platform access, recognizing this market reality.

Regardless of whether you carry insurance, your indemnification obligations under Section 6 apply in full. Insurance is the means by which you may be able to satisfy those obligations — but the absence of insurance does not reduce or eliminate them. You remain personally and fully liable to defend and indemnify MilkShelf for any claim arising from your products, operations, or conduct.

You agree to notify MilkShelf promptly if any insurance policy you hold that names MilkShelf as an additional insured is cancelled, lapses, or is materially changed.

8. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, MILKSHELF SHALL NOT BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT OR YOUR USE OF THE PLATFORM, INCLUDING LOST PROFITS, LOST REVENUE, LOST CUSTOMERS, LOST DATA, REPUTATIONAL HARM, OR BUSINESS INTERRUPTION — EVEN IF MILKSHELF HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

YOU LIKEWISE AGREE THAT MILKSHELF SHALL NOT BE LIABLE TO YOU FOR ANY DAMAGES OR LOSSES — WHETHER DIRECT OR INDIRECT — ARISING FROM ANY REGULATORY ACTION, ENFORCEMENT PROCEEDING, LICENSE SUSPENSION, PRODUCT RECALL, OR THIRD-PARTY CLAIM RELATED TO YOUR PRODUCTS OR OPERATIONS, REGARDLESS OF WHETHER MILKSHELF'S PLATFORM WAS USED IN CONNECTION WITH THE UNDERLYING CONDUCT.

MilkShelf's total cumulative liability to you under this Agreement, for any claim or series of related claims, shall not exceed the total subscription fees you paid to MilkShelf in the 12 months immediately preceding the date on which the claim first arose.

Mutual application. The limitations of liability in this Section apply equally to all claims by either party arising out of or related to this Agreement or the platform, whether in contract, tort, statute, or any other theory, to the maximum extent permitted by applicable law.

Essential basis of the bargain. You acknowledge that the limitations of liability and the allocation of risk in this Section are a material and essential element of this Agreement, and that MilkShelf would not enter into this Agreement or provide the Service on these terms absent these limitations.

9. Term & Termination

This Agreement begins when you activate your MilkShelf account and continues until your account is terminated by either party. Either party may terminate this Agreement at any time.

MilkShelf may terminate or suspend your account immediately and without prior notice or refund if: you breach any provision of this Agreement; you fail to pay your subscription fee when due; you fail to provide required compliance documentation within the required time period; your insurance lapses or MilkShelf's additional insured status is lost; MilkShelf receives a credible food safety complaint relating to your products; you become subject to a regulatory investigation or enforcement action; or MilkShelf determines in its sole discretion that your continued use poses a legal, regulatory, reputational, or public safety risk.

Upon termination, your customer portal will be deactivated. You may request a data export within 30 days of termination. After 30 days, data may be permanently deleted.

Sections 2, 5 (Disputes & Chargebacks subsection), 6, 7, 8, 10, and 11 of this Agreement survive termination for any reason.

10. Dispute Resolution & Arbitration

Informal Resolution. Before initiating any formal dispute, you agree to contact MilkShelf at Contact@MilkShelf.com and attempt to resolve the matter in good faith. You must provide a written description of the dispute, including the nature of the claim and the relief you seek. MilkShelf will make a good-faith effort to respond within 30 days.

Binding Arbitration. If informal resolution fails, any dispute arising out of or relating to this Agreement — including disputes about the scope, existence, or validity of this arbitration agreement — shall be resolved by binding individual arbitration administered by a nationally recognized arbitration organization (such as the American Arbitration Association or JAMS) in the State of Illinois. The arbitrator's award shall be final and binding and may be entered as a judgment in any court of competent jurisdiction. You waive any right to a jury trial.

Class Action Waiver. You waive any right to bring or participate in any class action, class arbitration, mass arbitration, or representative action against MilkShelf. All disputes must be brought on an individual basis only. This waiver shall be enforced to the fullest extent permitted by law. If it is found unenforceable as to a particular claim, that claim shall be severed and litigated in court while all other claims proceed in arbitration.

Arbitration Costs. Each party shall bear its own attorneys' fees and costs. Arbitrator fees and costs shall be split equally between the parties, unless the arbitrator determines that one party should bear a greater share due to frivolous or bad-faith conduct. The arbitrator may not award punitive damages except as expressly required by applicable statute.

Exceptions. Either party may seek emergency injunctive relief in a court of competent jurisdiction to prevent irreparable harm while arbitration is pending. MilkShelf may seek injunctive relief at any time to prevent unauthorized use of the platform or misappropriation of intellectual property without first exhausting informal resolution.

Your Right to Opt Out. You may opt out of the binding arbitration and class action waiver provisions of this Section 10 by sending written notice to MilkShelf LLC, Attention: Legal, at Contact@MilkShelf.com within thirty (30) days of first activating your MilkShelf account. Your notice must include your full name, farm name, email address, and an unequivocal statement that you wish to opt out. If you opt out, disputes will be resolved in court under Section 11. You should retain a copy of your opt-out notice.

Time Limit to Bring Claims. ANY LEGAL ACTION OR ARBITRATION PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES, OR WITHIN THE APPLICABLE STATUTORY LIMITATION PERIOD IF THAT PERIOD IS SHORTER THAN ONE (1) YEAR. ANY CLAIM NOT FILED WITHIN THE APPLICABLE PERIOD IS PERMANENTLY BARRED. In states where a contractual limitation period shorter than the statutory period is prohibited for claims arising from personal injury, the applicable statutory period shall apply to the extent required by law, and this provision shall otherwise be enforced to the maximum extent permitted.

11. General Provisions

Governing Law. This Agreement is governed by the laws of the State of Illinois, without regard to conflict of law principles. Any disputes not subject to arbitration shall be brought exclusively in the state or federal courts located in Sangamon County, Illinois, and you consent to personal jurisdiction in those courts.

Entire Agreement. This Agreement, together with the MilkShelf Terms of Service and Privacy Policy, constitutes the entire agreement between you and MilkShelf regarding your use of the platform as a farmer and supersedes all prior or contemporaneous representations, understandings, or agreements, whether written or oral, relating to the same subject matter.

Severability. If any provision of this Agreement is found to be unenforceable by a court or arbitrator, it will be modified to the minimum extent necessary to make it enforceable, or if it cannot be so modified, severed — and the remaining provisions will continue in full force and effect. The invalidity of any single provision shall not affect the enforceability of any other provision.

No Waiver. MilkShelf's failure to enforce any provision of this Agreement on any occasion does not constitute a waiver of its right to enforce that provision in the future. No waiver is effective unless made in writing and signed by an authorized representative of MilkShelf.

Amendment. MilkShelf may update this Agreement with 30 days' advance notice by email to your registered address. Your continued use of the platform after the effective date of any update constitutes acceptance of the revised Agreement. If you do not agree to any update, you must terminate your account before the update takes effect.

Assignment. You may not assign, transfer, delegate, or sublicense your rights or obligations under this Agreement without MilkShelf's prior written consent. MilkShelf may assign this Agreement without notice to you in connection with a merger, acquisition, sale of substantially all assets, corporate reorganization, or operation of law. Any successor or assignee of MilkShelf will be bound by this Agreement.

Force Majeure. MilkShelf will not be liable for any failure or delay in performance caused by circumstances beyond its reasonable control, including acts of God, natural disasters, government actions, war, terrorism, epidemics, labor disputes, power outages, internet or telecommunications failures, or disruptions by third-party infrastructure providers (including Stripe, Supabase, Netlify, or Resend). This Section does not relieve you of your obligation to pay any fees owed to MilkShelf.

Communications Consent. By activating your MilkShelf account, you consent to receive account-related, transactional, compliance-related, and marketing communications from MilkShelf by email. You may opt out of marketing communications at any time; you cannot opt out of transactional and compliance communications while your account is active.

Survival. Sections 2, 3, 5 (Disputes & Chargebacks), 6, 7, 8, 10, and 11 of this Agreement survive termination or expiration for any reason.

No Third-Party Beneficiaries. This Agreement is for the benefit of MilkShelf and the Farmer only. Nothing herein is intended to confer rights or remedies on any third party, including customers of the Farmer.

Construction. This Agreement shall not be construed more strictly against MilkShelf as the drafter. Both parties are deemed to have had the opportunity to review and negotiate these terms.

Counterparts & Electronic Acceptance. This Agreement may be accepted electronically by clicking "I Agree" during the account activation process, and such electronic acceptance shall have the same legal effect as a handwritten signature. You agree that electronic records of your acceptance are valid, binding, and admissible as evidence of this Agreement.