STALK MARKET MASTER TERMS OF SERVICE
Effective 2026
These Master Terms of Service (“Terms”) govern access to and use of the Stalk Market platform (“Platform”) operated by Stalk Market Technologies, LLC (“Company”).
By accessing or using the Platform, any individual or entity agrees to these Terms in the capacity in which they participate, including as a Member, Steward, or Node.
I. PLATFORM STRUCTURE
1. Marketplace Facilitator Model
1.1 Company operates solely as a marketplace facilitator.
1.2 Company provides software infrastructure that enables transactions between independent Stewards and Members within designated Bio-Regions.
1.3 Company is not the seller of record for any Share.
1.4 Company does not take title to goods, does not take possession of goods, and does not control production, labeling, storage, or service delivery.
1.5 All goods and services offered through the Platform are provided directly by independent Stewards.
1.6 Nothing in these Terms creates a partnership, joint venture, franchise, agency, or equity relationship between Company and any Member, Steward, or Node.
II. BIO-REGIONAL MESH STRUCTURE
2. Bio-Regions
2.1 The Platform operates through designated Bio-Regions.
2.2 Each Bio-Region shall have one Aggregation Hub responsible for intake, consolidation, packing, labeling, and routing of Shares within that region.
2.3 Company retains sole authority to designate Bio-Regions and Aggregation Hubs.
3. Node Classifications
Nodes may operate under one of the following classifications:
• Aggregation Hub
• Market Node
• Community Node
Only the designated Aggregation Hub of a Bio-Region receives the Node allocation described in Section 4.
Market Nodes and Community Nodes may host pickups, events, or community functions but do not receive the Node allocation unless formally reclassified as an Aggregation Hub.
4. Revenue Allocation
For each Share transaction processed through the Platform:
• 72% shall be remitted to the Steward (seller of record)
• 14% shall be allocated to the Aggregation Hub of the Bio-Region in which the Share is aggregated
• 14% shall be retained by Company as the platform facilitation fee
This allocation is uniform and non-negotiable across all Bio-Regions.
III. DEFINITION OF SHARES
5. Shares
5.1 A “Share” is a prepaid allocation of goods, services, access rights, experiences, or other lawful offerings made available through the Platform.
5.2 Shares are not financial instruments and do not represent securities, equity, profit participation, or ownership interests.
5.3 Share availability is subject to provider capacity, operational limitations, environmental variability, and scheduling constraints.
IV. MEMBER TERMS
6. Membership Structure
6.1 Membership tiers and associated fees are determined by Company.
6.2 Membership does not create ownership, voting rights, or profit-sharing rights in Company.
6.3 Any references to “investment,” “return,” or similar terminology refer solely to ecological, experiential, food security, or community participation benefits and not financial returns.
7. 2026 Transitional Structure
7.1 During 2026, the Platform operates under a transitional capitalization model.
7.2 Spring 2026 Members contributed a one-time $515 onboarding contribution.
7.3 That contribution is non-refundable and supports infrastructure, steward planning, and platform development.
7.4 Promotional credits for 2026 were structured as follows:
• Spring: $300
• Summer: $200
• Fall: $150
• Winter: $75
7.5 Promotional credits have no cash value, are non-transferable, and expire at the end of the applicable season.
7.6 Beginning Summer 2026, tiered membership options may be introduced, including:
• Scholarship-level membership by application
• Standard capital membership
• Founding Patron capital membership
7.7 Spring 2026 Members shall retain standard capital membership status for the remainder of 2026.
8. Assumption of Risk
8.1 Members acknowledge that certain Shares may involve inherent risks associated with food consumption, agriculture, animals, physical participation, or recreational activities.
8.2 Members assume all inherent risks associated with participation.
8.3 Additional provider-specific waivers may be required.
9. Platform Account Credit and Non-Refundability
9.1 Members may preload funds into their Stalk Market account (“Account Credit”) for use toward purchases made through the Platform.
Account Credit:
• Represents prepaid purchase value only.
• Is not a bank account, escrow account, stored-value account, or financial instrument.
• Is not a deposit and does not accrue interest.
• Is non-transferable and may not be redeemed or exchanged for cash.
Except where required by applicable law, Account Credit cannot be withdrawn or refunded once loaded.
All payments are processed by third-party payment processors. Company is not a bank, money transmitter, or financial institution, and does not hold funds on behalf of Members except as necessary to facilitate Platform transactions.
Company may suspend or revoke Account Credit in cases of fraud, misuse, or violation of these Terms.
9.1 Membership fees and capital contributions are non-refundable.
9.2 Share purchases are non-refundable unless expressly required by law.
V. STEWARD TERMS
10. Seller of Record
10.1 Steward is always the seller of record.
10.2 Steward retains title to goods until transferred to Member.
10.3 Steward is solely responsible for regulatory compliance, licensing, labeling, taxation, insurance, and product or service performance.
11. Multi-Region Participation
11.1 Steward may list Shares in one or more Bio-Regions.
11.2 For each Bio-Region in which a Share is offered, Steward shall comply with intake and delivery requirements of that region’s Aggregation Hub.
11.3 Node allocation attaches to the Aggregation Hub of the Bio-Region in which the Share is aggregated.
12. Independent Contractor Status
12.1 Steward operates as an independent contractor.
12.2 No employment, partnership, or agency relationship is created.
13. Indemnification
13.1 Steward agrees to indemnify and hold Company and Nodes harmless from claims arising out of Steward’s goods or services.
VI. NODE TERMS
14. Node Role
14.1 Aggregation Hubs provide intake, consolidation, packing, storage, and routing functions.
14.2 Market Nodes and Community Nodes may host pickup or community functions but do not receive Node allocation unless designated as Aggregation Hub.
15. Independent Operations
15.1 Node may conduct independent business activities, including storage rental or facility rental, outside of the Platform.
15.2 Company has no ownership interest in, or entitlement to revenue from, such independent operations.
16. Independent Contractor Status
16.1 Node operates as an independent contractor.
16.2 No partnership, equity, or joint venture is created.
17. Indemnification
17.1 Node agrees to indemnify and hold Company harmless from claims arising from Node operations.
VII. PLATFORM GOVERNANCE
18. Governance Authority
18.1 Company retains sole authority to modify these Terms, designate Bio-Regions, certify Aggregation Hubs, and maintain platform standards.
18.2 Participation in the Platform is voluntary.
18.3 Company is currently privately owned and may convert to another corporate structure, including a Public Benefit Corporation or cooperative structure, at its discretion.
18.4 Nothing in these Terms grants ownership rights in Company absent a separate written agreement.
VIII. DISPUTE RESOLUTION
19. Arbitration
19.1 Any dispute involving Company shall be resolved by binding arbitration.
19.2 Parties waive the right to trial by jury and participation in class actions.
IX. LIMITATION OF LIABILITY
20. Limitation
20.1 Company’s total liability shall not exceed the total platform fees retained from the claimant in the preceding twelve (12) months.
20.2 Company shall not be liable for indirect, incidental, or consequential damages.
X. GOVERNING LAW
21.1 These Terms shall be governed by the laws of the State in which the relevant Bio-Region Aggregation Hub operates.