Node Terms of Service

Effective on the date a Node listing is created

Section 15 of these Terms contains an arbitration agreement. It applies to claims between the Node and the Platform. Please read it carefully.

1 The Platform’s role

These Node Terms of Service (the “Terms”) are a binding legal agreement between the Node and Stalk Market Distributions, LLC, governing the listing and operation of a Node on Stalk Market, a local food and goods marketplace operated by Stalk Market Distributions, LLC, a Colorado limited liability company (the “Platform”). “Node” means the person or entity operating a collection location. “Steward” means a producer or supplier listing on the Platform. “Member” means a person purchasing a Share.

1.1 What the Platform does

The Platform displays the Node to Stewards and Members, records which Units are held at the Node and which have been collected, passes weekly requests through, collects the Member price as agent, and remits the Node’s share under Section 4.

1.2 What the Platform does not do

The Platform does not direct how the Node stores, rotates, handles, or hands over Units, does not set the Node’s storage rates, does not supervise Node staff, and does not guarantee any volume of Shares against the Node.

1.3 Independence

The Node is an independent contractor and is not an employee, partner, agent, or joint venturer of the Platform. The Node retains complete discretion over its premises, its hours, its capacity, and the terms on which it accepts Steward stock.

1.4 Documents that apply

Where a document listed above conflicts with these Terms on a matter it specifically governs, that document controls. Until a listed document has been published, these Terms govern its subject matter in full.

1.5 Changes to these Terms

The Platform may revise these Terms. Where a revision affects payment or the Node’s obligations, at least sixty (60) days’ prior written notice is given, and the revision does not apply to an Enrollment Window already open. Other revisions take effect on publication.

2 Listing a Node

2.1 Registration

A Node lists by providing its address, published collection hours, storage capacity by type, and payment details. The Node is responsible for keeping those details current.

2.2 Capacity

The Node states the capacity it makes available, and may change it on reasonable notice to the Stewards it serves. The Platform displays stated capacity but does not verify it.

2.3 Suitability

The Node represents that its premises are suitable for what it accepts, that it holds every license, permit, and certification required to store and hand over those goods, and that it maintains temperature control appropriate to them.

3 What the Node undertakes

These undertakings run to the Stewards and Members the Node serves. They are the reason a Steward selects a Node and the reason a Member can collect.

• Receive Units delivered by a Steward and record receipt through the Platform.
• Store Units in conditions appropriate to the goods, including temperature control where required.
• Make Units available for collection during published hours, and hand them to the Member recorded as entitled to them.
• Handle Member communication and collection for the listings it serves.
• Where the listing offers delivery, prepare Units for handover to a Courier and record the handover.
• Notify the Steward and the Platform promptly of loss, damage, equipment failure, or any event affecting stored Units.

3.1 Delivery

Where a listing offers delivery, the Platform generates a delivery sheet from Member orders and makes it available to Couriers serving the area. The Node prepares the Units and hands them to the Courier who arrives for them. The Node does not dispatch, route, or supervise a Courier.

The Courier is paid by the Node at rates the two agree, under the Courier Terms of Service.

3.2 Equipment and power

The Node is responsible for its refrigeration, freezing, and power. Where goods are lost through equipment or power failure at the Node, that loss is the Node’s, subject to any limit agreed with the Steward under Section 5.4.

3.3 Records

The Node records every receipt and every handover through the Platform on the day it occurs. The Platform’s record is the record of what is held.

4 Compensation

4.1 The Node’s share

The Member price includes a fee of twenty-eight percent (28%), shared between the Platform and the Node serving the listing. The Node receives fourteen percent (14%) of the Member price for every Share sold against a listing it serves.

4.2 When it is paid

The Node’s share is paid in full at the first payment date following the close of each Enrollment Window. It is not paid in installments and is not withheld on account of Member claiming behavior, unclaimed Dividends, or cancellations.

4.3 Method and statements

Payment is made by ACH transfer or check, accompanied by a statement identifying the Shares sold against the Node and the amount due.

4.4 No other fee

The Platform charges the Node no listing fee, transaction fee, or payment processing charge. The fourteen percent (14%) is the whole of the arrangement between the Platform and the Node.

5 Storage arrangements with Stewards

5.1 A separate agreement

Storage beyond what is needed to fulfill a weekly request is a private arrangement between the Node and the Steward. The Platform is not a party to it, does not set its rates, and does not collect or remit against it.

5.2 Working stock

A Node may include a reasonable allowance of working stock within the fourteen percent (14%), and states what that allowance is when it lists. Beyond that allowance, the Node may charge the Steward at its published rates.

5.3 Published rates

A Node that offers storage publishes its rates by unit of space and by period, together with any handling charge. Rates apply equally to every Steward the Node serves.

5.4 Liability for stored goods

A Node that accepts goods for storage takes custody of them and is responsible for their care. The Node may limit its liability to a stated amount per unit of space, provided the limit and any declared-value option are published before the Steward commits stock.

5.5 Insurance

The Node maintains insurance appropriate to the goods it holds, including cover for goods in its care, custody, and control, and provides proof on reasonable request.

6 Operations

6.1 The weekly cycle

The Node makes those Units available from Monday evening, during its published hours.

6.2 Collection hours

The Node publishes its collection hours and gives at least fourteen (14) days’ notice of a change. Where hours change in a way that materially affects Members, the Platform may notify them.

6.3 A Steward fails to deliver

Where a Steward does not deliver against a request, the Node records the shortfall through the Platform. The Node is not responsible for the shortfall and its compensation is unaffected.

6.4 A Member does not collect

Each Node sets and publishes its own collection window. The Node notifies the Member when a requested Unit is ready and states the day and time by which it must be collected.

A Node may agree a longer period, a later collection, or delivery with a Member who asks before the period ends.

6.5 Quality complaints

Where a Member reports that Units were spoiled, short, or incorrect, the Node records the complaint through the Platform and relays it to the Steward. Responsibility rests with the Steward, unless the cause was storage or handling at the Node.

7 Conduct and compliance

• Handle food safely and in accordance with applicable law.
• Deal courteously with Members, Stewards, Couriers, and Platform staff.
• Use Member contact information only to arrange collection or delivery.
• Do not solicit Members or Stewards to transact outside the Platform for the same goods.
• Do not discriminate against a Member or Steward on the basis of race, color, national origin, religion, sex, disability, familial status, or any other protected characteristic.

The Platform may suspend or remove a Node listing for breach, and will state its reasons.

8 Suspension and termination

8.1 Closing a listing

A Node may close its listing on sixty (60) days’ written notice. That period allows Stewards to arrange an alternative and Members to collect.

8.2 Outstanding Units

8.3 Suspension by the Platform

The Platform may suspend a Node listing immediately where a safety issue arises, where required by law, or where the Node ceases to be able to make Units available. Compensation already earned on Shares sold is unaffected.

8.4 If the Platform ceases operations

Should the Platform cease operations, at least sixty (60) days’ notice is given, no further Shares are sold after that period, and compensation earned on Shares already sold is paid on the ordinary schedule.

9 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.

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.

Working stock — Units held at a Node to fulfill current and near-term requests, as distinct from backstock held under a separate storage arrangement.

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

10 Confidentiality

Neither party will disclose the other’s non-public information without written consent, except as required by law — for the Platform, Member data, financial information, systems, and methodology; for the Node, its rates, capacity, and business information. This survives closure of the listing for three (3) years.

11 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.

12 Limitation of liability

To the maximum extent permitted by law, the Platform is not liable for indirect, incidental, special, or consequential damages. The Platform’s aggregate liability is limited to the compensation payable to the Node in the twelve (12) months preceding the claim.

13 Indemnity

The Node releases the Platform from claims arising out of any dispute with a Steward, a Member, or a Courier, and from the condition of anything held at or handed over by the Node.

The Node will indemnify and hold harmless the Platform from claims, damages, and costs arising from the Node’s operation of its premises, its storage or handling of goods, its dealings with Stewards, Members, or Couriers, or its breach of these Terms.

14 Force majeure

Neither party is liable for delay or failure caused by circumstances beyond its reasonable control, including fire, flood, epidemic, labor shortage, failure of utilities or transport, or governmental order. A Node affected by such an event will notify the Platform and the Stewards it serves as soon as practicable.

15 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.

16 Survival

The following survive closure of a listing or termination of these Terms: Section 4 (compensation earned), Section 5.4 (liability for stored goods), Section 8.2 (outstanding Units), Section 10 (confidentiality, for its stated period), Sections 12 to 15, and the Node’s obligation in respect of Units already held.

17 General provisions

These Terms, together with the documents listed in Section 1.4 and the Node’s listing details, are the entire agreement and supersede prior discussions. If any provision is held unenforceable, the remainder continues. Failure to enforce on one occasion does not waive later enforcement. A Node may not transfer its listing without the Platform’s written consent, not to be unreasonably withheld. Notices go by email to the address on the account or by certified mail.