Member Terms of Service

Effective on the date an account is created

Section 17 of these Terms contains an arbitration agreement. It applies to claims between the Member and the Platform. Please read it carefully.

1 The Platform

These Member Terms of Service (the “Terms”) are a binding legal agreement between the Member and Stalk Market Distributions, LLC, a Colorado limited liability company (the “Platform”), governing access to and use of the Stalk Market platform. “Member” means the person or entity holding an account. “Steward” means a producer or supplier who lists on the Platform.

1.1 What the Platform does

The Platform provides and maintains the software: it displays and markets Steward listings, records Shares and Dividends, passes requests to the Steward, publishes where and when Units may be collected, and provides support for the software itself. It acts as the Steward’s limited agent for the collection of payment, and remits to the Steward under the Steward Terms of Service.

1.2 What the Platform does not do

The Platform does not own, produce, raise, process, inspect, certify, store, transport, or hand over anything listed on it. It does not set the price, the composition of any Unit, or any volume discount, and does not control how a Steward produces, packs, stores, or fulfills. Production, storage, handling, transport, licensing, insurance, labeling, and food safety are the Steward’s responsibility alone.

1.3 Payment collection

Where the Platform collects payment for a Share, it does so as the Steward’s agent. Payment to the Platform discharges the Member’s payment obligation to the Steward. The Platform is not otherwise an agent of any Member or Steward, and no other agency, partnership, employment, or joint venture arises from these Terms.

1.4 Relationship to the Earth Church

The Platform operates in partnership with Regeneration Station PMA, an unincorporated 508(c)(1)(A) church nonprofit trading as the Earth Church, whose members may access the Platform through that membership. The Platform is not governed by, and does not act on behalf of, that association. Nothing in these Terms creates any obligation between a Member and the Earth Church.

1.5 Documents that apply

The following documents form part of the agreement between the Member and the Platform:

Until a listed document has been published, these Terms govern its subject matter in full.

1.6 Changes to these Terms

The Platform may revise these Terms. Where a revision affects price, cancellation, or the collection of Dividends already purchased, at least thirty (30) days’ notice is given and the revision does not apply to Dividends already held. Other revisions take effect on publication.

2 Membership and accounts

2.1 Eligibility

An account requires an email address, a delivery or collection preference, and a valid payment method. A Member must be at least eighteen (18) years of age.

2.2 Accuracy

A Member is responsible for keeping account details current, including contact details and payment method. Dividends are recorded against the account and are not transferable except under Section 6.6.

2.3 One account

A Member holds one account. Dividends held on separate accounts are not pooled.

3 Shares

3.1 What a Share is

A Share is a purchase of one or more Units from a single Steward at a listed tier. A Unit is the smallest fulfillment unit the Steward lists — a case, box, bag, dozen, cord, or session. What one Unit contains is stated on the listing.

3.2 Tiers

Stewards may offer larger Shares at a volume discount. Tiers and discounts are set by the Steward, not by the Platform.

Share	Indicative Units	Indicative discount
Mini Share	1 Unit	—
Quarter Share	4 Units	approximately 11%
Half Share	8 Units	approximately 16%
Full Share	16 Units	approximately 20%

These are indicative. Each listing states its own tiers, Units, and discounts.

3.3 When Shares are sold

Quarter, Half, and Full Shares are sold during Enrollment Windows: the whole of March, June, September, and December. Mini Shares are sold year-round.

3.4 Price

The Steward sets the price of each Share. The price shown at checkout is the price paid, and there is no separate service charge, delivery charge, or membership fee. The Platform receives a share of that price for providing the marketplace, as does the Node that serves the Member.

4 Payment

4.1 Payment at purchase

A Share is paid in full at purchase by card, to the Platform as the Steward’s collection agent under Section 1.3. The Platform does not offer installment payment for Shares.

4.2 What the payment buys

4.3 Failed payments

Where a payment fails or is reversed after a Share has been recorded, the Platform may suspend the associated Dividends until payment is settled, and may cancel the Share if it is not settled within fourteen (14) days.

4.4 Sales tax

Most food sold for consumption at home is exempt from Colorado state sales tax. Where tax applies to an item, it is shown at checkout and collected by the Platform where the Platform is required by law to do so.

5 Cancellation and changes

5.1 Mini Shares

A Mini Share is final at purchase and cannot be cancelled or changed. It converts to a Dividend immediately.

5.2 Larger Shares

A Quarter, Half, or Full Share may be changed or cancelled within seven (7) days of purchase, or until the Enrollment Window closes, whichever comes first.

5.3 Effect of a change

Changing tier reprices the whole Share at the revised tier rather than only the Units added or removed. The difference is charged or refunded to the original payment method.

5.4 Refunds

A cancellation within the period in Section 5.2 is refunded in full to the original payment method within ten (10) business days. Outside that period, a Share is not refundable, and Section 6 governs what happens to Dividends already held.

6 Dividends

6.1 What a Dividend is

A Dividend is a Unit the Member has purchased and is entitled to collect. It is recorded on the Member’s account as a fulfillment record. It is not a credit, a voucher, or a balance of money, and it has no cash value.

6.2 Requesting a Dividend

Dividends are requested through the Platform during the weekly ordering window, which opens at 9:00 am on Friday and closes at 5:00 pm on Sunday. Units requested in that window are available at the Node from Monday evening.

6.3 Collection

Units are made available by the Steward at the Node stated on the listing, during its published hours, or delivered where the Steward offers delivery. Making Units available is the Steward’s obligation, not the Platform’s.

Each Node sets its own collection window and publishes it on the listing. The Node notifies the Member when a requested Unit is ready and states the day and time by which it must be collected. Windows are short, and apply to frozen and perishable Units alike.

This applies to a Unit already requested and prepared. Perishable goods cannot be held indefinitely, and the Unit has left the Steward’s stock. A Member who cannot collect in time should contact the Node before the period ends to arrange delivery or a later collection.

6.4 Collection period

A Dividend remains on the Member’s record for three hundred sixty-five (365) days from the date the Share was purchased. The period runs from that date and is not tied to the calendar year, so a Share bought in December carries the same collection period as one bought in March.

6.5 Notice before the period ends

The Platform gives notice to the contact details on the account at ninety (90), thirty (30), and seven (7) days before the collection period ends, stating what remains uncollected and how to collect it.

6.6 Donation of uncollected Units

Where a Dividend is not collected within the collection period, the Units are donated on the Member’s behalf to the Earth Church Food Bank.

The donation is made by the Steward who sold the Share, in Units equivalent to those uncollected. On request, the Platform provides the Member with a record of what was donated and when.

A Member who cannot collect before the period ends may ask the Platform, at any time before it ends, to extend the period, transfer the Dividend under Section 6.8, or arrange delivery. An extension is not unreasonably refused.

Where a Steward is unable to fill a request through no fault of the Member, the affected Dividend does not count toward that period and the collection period is extended by the length of the delay.

6.7 Product not as described

Where a Dividend is collected spoiled, short, or incorrect, the Member should notify the Node or the Platform within forty-eight (48) hours. The claim is against the Steward who produced the item. The Platform will relay the complaint, and the customary remedy is replacement of the affected Units by that Steward. Where replacement is not possible, the Dividend is restored to the account.

The Platform may withhold or reverse a Steward’s compensation only as provided in the Steward Terms. It does not guarantee the Steward’s performance and does not indemnify a Member against it.

6.8 Transfer

A Member may transfer Dividends to another Member on written notice to the Platform. Dividends are not sold, assigned to a non-Member, or redeemed for cash.

7 Nodes and delivery

7.1 The Node

A Node is an independent operator that lists on the Platform and makes Units available for collection. A Node contracts with Stewards under the Node Terms of Service. The Platform publishes the Node serving each listing; it does not own, operate, staff, inspect, or take responsibility for any Node. Yellow Barn is the first Node.

7.2 Change of Node

A Steward may change the Node serving a listing. The Platform publishes the change on reasonable notice. Where a change materially affects a Member’s ability to collect, the Member may ask the Steward, through the Platform, to transfer outstanding Dividends to another listing of equivalent value or to refund the unclaimed portion. That obligation is the Steward’s.

7.3 Courier delivery

Where delivery is offered, a Courier carries Units from the Node to the Member. A Courier is an independent operator that lists on the Platform and is engaged by the Node under the Courier Terms of Service. The Platform does not deliver, does not engage the Courier, and is not responsible for delivery. A Member who is not present accepts the risk of loss for perishable goods left as instructed.

8 Conduct

The Platform is small and the people on it deal with one another repeatedly. The standards below are correspondingly short.

• Treat Stewards, Node operators, and Platform staff courteously.
• Collect Dividends within a reasonable period of requesting them.
• Do not resell Dividends or use the Platform for commercial resale without written agreement.
• Do not misuse contact details obtained through a booked session or a collection.

The Platform may restrict or close an account for repeated breaches, and will state its reasons. Sections 6.4 to 6.6 continue to apply to Dividends held at closure.

9 Risk and responsibility

9.1 Listings are provided as they are

Everything listed on the Platform is provided by Stewards “as is” and “as available.” The Platform makes no representation or warranty, express or implied, as to the quality, safety, provenance, method of production, labeling, legality, or fitness for any purpose of anything listed, and disclaims all implied warranties including merchantability and fitness for a particular purpose to the maximum extent permitted by law.

Descriptions, photographs, and claims about a listing are supplied by the Steward. The Platform does not verify them.

9.2 What the Platform does undertake

The Platform undertakes to operate the software with reasonable skill and care, and to record Shares and Dividends accurately. That undertaking relates to the software and the records, not to the goods, their storage, their condition, or their handover, all of which are the Steward’s responsibility.

9.3 Release

A Member releases the Platform from claims, demands, and damages arising out of or connected with any dispute with a Steward, a Node operator, or another Member, and from the condition, quality, or safety of anything listed. A Member’s remedy in respect of goods lies against the Steward who produced them.

9.4 Allergens and dietary needs

Listings state what is known about contents. A Member with an allergy or dietary requirement should confirm with the Steward through the Platform before purchasing.

10 Limitation of liability

To the maximum extent permitted by law, the Platform is not liable for indirect, incidental, special, punitive, or consequential damages, for loss of profits, or for any harm arising from the acts or omissions of a Steward, a Node operator, a Courier, or another Member. The Platform’s aggregate liability in respect of any claim is limited to the amount the Member paid for the affected Dividends in the twelve (12) months preceding the claim.

Nothing in this Section limits a Member’s rights against the Steward who produced an item.

11 Indemnity

A Member will indemnify and hold harmless the Platform and its managers from claims, damages, and costs arising from that Member’s breach of these Terms, misuse of the Platform, or dealings with a Steward, a Node operator, or another Member.

12 Privacy

Personal data is collected, used, and retained as described in the Privacy Policy. Contact details are shared with a Steward only where needed to arrange a booked session, and with a Courier only where needed to deliver. The Platform does not sell Member data.

13 Termination

13.1 Closing an account

A Member may close an account at any time. Dividends already purchased remain available for collection for the period in Section 6.4.

13.2 Closure by the Platform

The Platform may close an account for breach of these Terms, and will state its reasons. Dividends already purchased remain collectable unless the breach involves fraud or non-payment.

13.3 If the Platform ceases operations

Should the Platform cease operations, at least sixty (60) days’ notice is given and no further Shares are sold after that period. Outstanding Dividends remain the obligation of the Steward who sold them, and the Platform will provide each Member with a record of what is outstanding and the Steward’s contact details.

14 Definitions

Unit — The smallest fulfillment unit a Steward lists — a case, box, bag, dozen, cord, or session.

Share — A purchase of one or more Units at a listed tier. A Mini Share is one Unit.

Dividend — A Unit purchased and not yet collected. A fulfillment record, not a sum of money.

Enrollment Window — One of four month-long periods in which larger Shares are sold: March, June, September, and December.

Steward — A producer or supplier listing goods or services on the Platform.

Node — An independent operator listed on the Platform that holds Units and makes them available for collection.

Courier — An independent operator that lists on the Platform and is engaged by a Node to deliver Units to Members.

15 The software

The Platform is provided “as is” and “as available.” The Platform does not warrant that the software will be uninterrupted, error-free, or free of loss of data, and may modify, suspend, or discontinue any feature. Planned interruption is notified where practicable.

16 Force majeure

Neither party is liable for delay or failure caused by circumstances beyond its reasonable control, including drought, flood, frost, fire, crop failure, livestock disease, pest infestation, epidemic, labor shortage, failure of utilities or transport, or governmental order.

17 Dispute resolution

The parties will first attempt good-faith negotiation for thirty (30) days, then non-binding mediation before a mutually agreed mediator with costs borne equally. Any remaining dispute goes to binding arbitration in Boulder County, Colorado, administered by the American Arbitration Association under its Commercial Arbitration Rules. Colorado law governs.

Either party may bring a claim for unpaid compensation in small claims court or any court of competent jurisdiction without first completing mediation or arbitration.

18 General provisions

These Terms, together with the documents listed in Section 1.5, are the entire agreement and supersede prior versions, including the version dated 1 January 2024. If any provision is held unenforceable, the remainder continues. Failure to enforce on one occasion does not waive later enforcement. The Platform may assign these Terms in connection with a merger or sale, provided the assignee assumes every obligation in respect of Dividends already purchased. Notices go by email to the address on the account.

19 Survival

The following survive closure of an account or termination of these Terms: Section 6.6 (donation of uncollected Units), Section 10 (limitation of liability), Section 11 (indemnity), Section 12 (privacy), Section 17 (dispute resolution), and Section 9.3 (release).