Steward Terms of Service

Effective on the date a Steward listing is created

Section 20 of these Terms contains an arbitration agreement. It applies to claims between the Steward and the Platform. Please read it carefully.

These Steward Terms of Service govern the listing and sale of goods and services on Stalk Market, a local food and goods platform operated by Stalk Market Distributions, LLC, a Colorado limited liability company (the “Platform”). “Steward” means the person or entity maintaining a listing. “The Platform” means Stalk Market Distributions, LLC. Capitalized terms are defined in Section 12.

Documents referred to in these Terms

These Terms operate together with the documents below. Each is maintained separately and forms part of the agreement between the Platform.

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, and no obligation of the Steward's depends on a document the Steward has not been given.

1 The Platform’s role

These Steward Terms of Service (the “Terms”) are a binding legal agreement between the Steward and Stalk Market Distributions, LLC, governing the right to list on the Stalk Market platform. This Section states what the Platform is and is not, and governs the interpretation of every other Section.

1.1 What the Platform does and does not do

The Platform displays and markets the listing, records Shares and Dividends, passes Member requests to the Steward and to the Node, collects the Member price as agent, remits under Section 5, and collects sales tax where required under Section 7.3.

It does not produce, own, store, handle, transport, or warrant anything the Steward lists. It does not operate a Node, engage a courier, or hand goods to Members. It does not set the Steward's price, tiers, or discounts, does not direct how or when the Steward produces or fulfills, and does not guarantee any volume of sales.

1.2 Payment collection

The Platform collects the Member price as agent for the Steward and for the Node serving the listing. Payment by a Member to the Platform discharges that Member’s obligation. The Platform remits the Steward’s share under Section 5, remits the Node’s share under the Node Terms of Service, and retains its own fee under Section 4.2.

1.3 Independence

The Steward is an independent contractor. The Steward is not an employee, partner, agent, or joint venturer of the Platform or of any Node operator. The Steward retain complete discretion over whether and when to offer anything, at what price, and on what terms. The Steward is responsible for the Steward's own taxes, insurance, and regulatory compliance.

1.4 No authority to bind

The Steward has no authority to enter into agreements or incur obligations on the Platform’s behalf.

2 The Steward's account and acceptance

2.1 Acceptance

The Steward accepts these Terms by creating a Steward listing, and again by maintaining a listing after a revised version takes effect. If the Steward does not accept them, do not list.

2.2 Eligibility and registration

Registration is permitted to natural persons aged eighteen (18) or over, and to partnerships and legal entities. The Steward represents that the Steward is able to enter into a binding contract and are lawfully permitted to produce and sell what the Steward lists. If the Steward registers on behalf of an entity, the Steward represents that the Steward is authorized to bind it.

2.3 Accurate account information

The Steward will provide accurate, current, and complete information on registration and keep it current, including the Steward's payment details and contact information. Section 6.7 depends on the Platform's being able to reach the Steward.

2.4 Account security

The Steward is responsible for the confidentiality of the Steward's account credentials and may not disclose them to a third party or transfer its account to another person. Notify the Platform immediately if the Steward believes the Steward's credentials have been lost or its account compromised.

2.5 Amendments

The Platform may revise these Terms. Where a revision affects payment, pricing, or the Steward's obligations, the Platform will give at least sixty (60) days’ prior written notice, and it will not apply to any Enrollment Window already open. Other revisions take effect on publication. If the Steward does not accept a revision, close the Steward's listing under Section 10.1 and the Steward will be paid in full for all Shares already sold.

3 Listings

The Steward may list goods or services. Produce, meat, eggs, dairy, preserved and value-added foods, household goods, firewood, workshops, classes, and other services are all governed by these Terms, subject to the distinctions in Section 6.

3.1 Units and Shares

The Steward defines its own Unit — a case, box, bag, dozen, cord, session, or any other measure appropriate to what the Steward sells. A Mini Share consists of one Unit. The Steward may, at its election, offer larger Shares at a volume discount under Section 4.3.

3.2 Accuracy

The Steward will keep its listing accurate as to description, Unit composition, availability, price, and lead time, and update it promptly when any of these change.

3.3 Listing content

Photographs, descriptions, and other content the Steward uploads remains its property. The Steward grants the Platform a non-exclusive license to display and reproduce that content for the purpose of marketing the Platform and the listing. The Steward represents that it holds the rights necessary to grant that license.

3.4 How listings are displayed

Listing order is determined by availability, category, seasonality, proximity of the serving Node, recency, and Member purchase history. The Platform does not accept payment for placement and does not rank listings by what the Platform earns from them. Where the Platform changes listing order in a way that materially affects visibility, it notifies Stewards.

3.5 No guaranteed volume

The Platform makes no representation as to the volume of sales the Steward will achieve. The Steward's compensation depends on Member purchases.

4 Pricing and compensation

Four variables determine every amount payable under these Terms: the price the Steward lists, the Platform’s twenty-eight percent (28%), any volume discount the Steward elects to offer, and the number of Units purchased. No other variable applies.

4.1 The Steward sets the price

The Steward sets the price a Member pays per Unit. That price is the listed price, and it is the basis for every calculation under these Terms. The Steward is compensated seventy-two percent (72%) of it.

4.2 The Platform's 28%

The Member price includes a fee of twenty-eight percent (28%), deducted before remittance. That twenty-eight percent (28%) is the only amount deducted, and the Steward receives the remaining seventy-two percent (72%).

The twenty-eight percent (28%) is shared between the Platform, which provides the software and collects payment, and the Node serving the listing, which receives Dividends, handles Member communication and collection, and engages any courier. How it is allocated between them may change from time to time.

Illustration at a price of $100.00 per Unit:

	Per Unit
Member price (the Steward sets this)	$100.00
Fee deducted	28% = $28.00
Paid to the Steward	72% = $72.00

These proportions do not vary by product, tier, season, or volume. To take home a particular amount per Unit, divide it by 0.72 to find the price to list — adding twenty-eight percent (28%) to the Steward's required amount will leave the Steward short.

4.3 Volume Shares

The Steward may, at its election, offer larger Shares at a discount. The Steward determines whether to offer them, how many Units each contains, and what discount applies. A discount reduces Share Revenue, and both parties are therefore compensated less per Unit and more in aggregate.

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 defaults, not requirements. Where the Steward's cost per Unit does not decrease with volume, set its deepest tier at the price that leaves the Steward the amount the Steward requires after the twenty-eight percent (28%), and price the shallower tiers upward from it.

4.4 No other deductions

The Platform charges no listing fee, transaction fee, payment processing charge, or marketing fee beyond the twenty-eight percent (28%). Any storage, backstock, or delivery arrangement the Steward makes with a Node is separate and carries its own terms.

4.5 Price revisions

The Steward may revise the Steward's price for future listings at any time. A revision takes effect upon publication and applies only to purchases made after that time. Shares already purchased retain the price at which they were sold.

5 Payment

5.1 Installments

Compensation attributable to an Enrollment Window is paid in three installments of forty percent (40%), thirty percent (30%), and thirty percent (30%), subject to Section 5.2. Windows and payment dates are set out in the Payout Schedule.

Window	Period	Payment date
Spring	All of March	April 1–15
Summer	All of June	July 1–15
Fall	All of September	October 1–15
Winter	All of December	January 1–15

5.2 Small cohorts paid in full

Where the Steward's total compensation for a Cohort is one thousand dollars ($1,000.00) or less, it is paid in a single installment at the first payment date for that Window rather than in three. The test is applied once, to the Steward's Cohort total, at the close of the Window.

The threshold may be revised only on sixty (60) days’ notice under Section 2.5, and no revision applies to a Window already open.

5.3 Illustration

On $10,000 of sales within the September Window:

Date	Amount	Cumulative
October 1–15	$4,000	40%
January 1–15	$3,000	70%
April 1–15	$3,000	100%

From the third Enrollment Window onward, each payment date carries up to three concurrent installment layers, and each payment approximates one Window’s sales.

5.4 Mini Shares

Mini Shares are available year-round and are final upon purchase. Mini Shares purchased outside an Enrollment Window are attributed to the next Window’s Cohort and follow the same payment schedule.

5.5 Method and statements

Payment is made by ACH transfer or check. Each payment is accompanied by a statement identifying Shares sold, compensation due, and the balance outstanding. Any installment more than ten (10) business days overdue accrues interest at one percent (1%) per month. Interest does not accrue on an installment suspended under Section 6.10.

5.6 Tax withholding

Where tax regulations require the Platform to report information about the Steward or to withhold from amounts payable to the Steward, and the Steward has not provided the documentation the Platform reasonably require, the Platform may withhold payment to the extent required by law until that documentation is provided. Amounts withheld under this Section are released promptly upon receipt of sufficient documentation.

6 Fulfillment

6.1 Member claiming

Members purchase in advance and collect over time. Collection is the Member’s responsibility. Neither the rate at which Members claim nor the proportion ultimately claimed affects the amount or timing of the Steward's compensation.

6.2 The Node

The Platform does not publish Member contact information to Stewards and does not operate a Steward-to-Member messaging channel. It is the Node that stands between them, which is what allows the Steward to produce and deliver without taking on a sales or service function.

Section 6.5 sets out the one exception, for services. Should the Platform later introduce direct Steward-to-Member contact or a review system, the Platform will notify the Steward before it takes effect.

6.3 Title and custody

No item the Steward lists becomes the property of the Platform at any time. The Steward retain ownership and custody of the Steward's product until a Member requests a Dividend, at which point the Steward delivers the requested Units to a Node, which holds them until the Member collects.

Backstock held at a Node is governed by the Node Terms of Service and the arrangement between the Steward and that Node, and falls outside these Terms. A change of Node is a matter between the Steward and the Nodes concerned.

6.4 The weekly cycle

Compensation is paid quarterly. Fulfillment runs weekly, and the turnaround is short.

When	What happens
Friday, 9:00 am	Members begin placing orders for the week.
Sunday, 5:00 pm	Ordering closes.
Sunday, 7:00 pm	The Steward's order list is sent to the Steward.
Monday, 7:00 pm	The ordered Units must be at the Node.

That is approximately twenty-four hours between receiving the Steward's order list and delivering against it. The Steward will meet that window each week, either from the Steward's own premises or from backstock already held at the Node.

Where a week falls on a public holiday, or a product needs a different cadence, notify the Platform in advance and an alternative may be agreed in writing.

6.5 Services, classes, and workshops

Services are the exception to Section 6.2, since a session cannot be handed over at a Node. A claimed Unit is a booked session rather than a delivery, and the Platform passes the Steward the booking with the contact details needed to arrange it, to be used for that session and no other purpose. The Steward will schedule within the Steward's stated lead time, honor bookings the Member has paid for, and give reasonable notice of any rescheduling. Sections 6.3 and 6.6 do not apply to services.

6.6 Unclaimed Dividends

Where a Member’s Dividends remain uncollected at the end of the three hundred sixty-five (365) day collection period, and after the notices required by the Member Terms have been given, the Steward donates Units equivalent to those uncollected to the Earth Church Food Bank. The Steward’s obligation to that Member then ends.

The Platform records each donation and provides the Steward with a record of what was donated and when.

A Unit already delivered to a Node against a request, and not collected by the Member within the Node’s stated collection window, is donated by the Node on the same basis. The Steward’s obligation in respect of that Unit is discharged on delivery to the Node and compensation is unaffected.

6.7 Inability to fill a request

Notify the Platform as soon as the Steward becomes aware. The Dividend is restored to the Member’s account and remains there until the Steward is able to fill it. No refund is issued and no deduction is made from the Steward's compensation. Repeated undisclosed shortfalls constitute grounds for suspension under Section 10.1.

6.8 Member complaints as to quality

Where a Member reports that a Dividend was delivered spoiled, short, or incorrect, the complaint reaches the Steward through the Node or the Platform rather than from the Member directly. Responsibility and remedy are settled by agreement among the Member, the Steward, and the Platform, with the Platform relaying between the parties. The customary remedy is replacement of the affected Units, with no movement of funds. Where agreement is not reached within fourteen (14) days, the Dividend is restored to the Member’s account and remains outstanding against the Steward's listing.

Repeated complaints constitute grounds for suspension under Section 10.1.

Complaints involving contamination, illness, or a recall are not subject to this Section. Such matters are governed by Section 7.2, and the Platform may suspend the listing immediately pending investigation.

6.9 Failure to respond

Where Members have outstanding Dividend requests the Steward has not filled and the Platform is unable to reach the Steward, the Platform attempts contact using the details on the account. The periods below run from that first attempt. It is the Steward's responsibility to keep those details current and to remain reachable.

Day	Consequence	Cure available
1	Contact attempted by telephone, text, and email	Yes — respond
14	Remaining installments suspend automatically	Yes — respond and the suspension lifts
28	Final day on which cure is available	Yes — respond and the suspension lifts
30	Listing removed; outstanding Dividends resolved	No

6.10 Operation of the suspension

The suspension operates automatically and applies to future installments only. No amount already paid to the Steward is affected. Contact the Platform at any time before day 30, agree a plan for the outstanding Dividends, and the suspension lifts, with suspended installments released on the ordinary schedule. A suspension under this Section may be appealed under Section 10.4.

6.11 Expiry of the cure period

Where thirty (30) days elapse without contact, the Steward's listing is removed and the Platform satisfies the affected Members directly. As regards the Steward, the value of the Dividends the Steward did not fill — measured as the Steward's share of those Units and no more — is set off against its remaining installments.

7 Licensing, safety, and taxes

7.1 Licensing

The Steward is responsible for obtaining and maintaining every license, certification, permit, or exemption required to produce and sell what the Steward lists. Requirements vary considerably by product and method — by way of example, cottage food and value-added processing usually require registration; meat and poultry generally require inspected processing, and herdshares are treated differently from retail sale; eggs, dairy, and raw milk carry their own handling and sale restrictions; prepared foods may require a food handler permit; and classes or on-farm activities may require permits or zoning approval.

Information the Platform provide about legal requirements is general and for convenience only. The Platform does not verify or endorse the Steward's compliance approach and assumes no liability for its production, handling, or safety practices.

7.2 Labeling and safety

The Steward will comply with the labeling, handling, storage, and production requirements applicable to what the Steward sells, and will notify the Platform immediately of any recall, contamination, or safety issue affecting anything the Steward has listed.

7.3 Sales tax

The Steward is responsible for determining and fulfilling its obligations to report, collect, and remit any sales, use, or other transaction tax applicable to what the Steward sells, and for its own income and business taxes.

Most food sold for consumption at home is exempt from Colorado state sales tax. Non-food goods generally are not, and local jurisdictions may treat either differently. Nothing in this Section is tax advice, and the Steward should confirm the treatment of the Steward's own product.

7.4 Changes in what the Platform collect

The Platform may begin or cease collecting and remitting in any jurisdiction, on written notice to the Steward. Where the Platform ceases, responsibility for those sales returns to the Steward from the date stated in the notice.

7.5 Product category

The Steward is responsible for accurately identifying the tax category of what the Steward lists. Where a category the Steward supplied proves incorrect and tax, interest, or penalties are assessed as a result, that assessment is the Steward's.

7.6 Categories the Platform may decline

The Platform may decline to list, or may discontinue on notice, any product category whose tax treatment it is not able to administer. This is not a judgment about the product. Where the Platform discontinue a category the Steward is listing, Section 10.1 notice periods apply and the Steward is paid in full for every Share already sold.

7.7 Insurance

The Steward will obtain and maintain, at the Steward's own expense, insurance appropriate to what the Steward produces and to any distribution the Steward undertakes, provide proof of coverage on reasonable request, and notify the Platform promptly if it lapses or is cancelled.

8 Order changes and cancellations

Members may change or cancel a Share for a limited period following purchase, on the conditions set out in the Member Terms. This Section addresses only the effect on the Steward's compensation.

8.1 Timing

A Member’s right to change or cancel expires before the Steward's first installment is calculated. No change or cancellation can reach an amount already paid to the Steward.

8.2 Effect on compensation

A change reprices the entire Share at the revised tier rather than only the Units added or removed. An increase in tier yields more Units at a deeper discount, so that the Steward's rate per Unit decreases while its aggregate compensation increases; a decrease in tier has the converse effect. A cancellation removes the Share from that Window’s Cohort before the Steward's first installment is calculated.

At a listed price of $100.00 per Unit, on a Half Share increased to a Full Share:

	Units	Discount	Member pays	The Steward is paid	Rate per Unit
Half Share	8	16%	$672.00	$483.84	$60.48
Full Share	16	20%	$1,280.00	$921.60	$57.60

8.3 Units already delivered

Where the Steward has delivered Units against a Share subsequently reduced or cancelled, the Steward is compensated for those Units at the Steward's listed price.

9 Conduct

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

• Describe what the Steward sells accurately, without overstating provenance, method, or certification.
• Communicate promptly and courteously with Node operators and the Platform.
• Do not use another Steward’s content, or attempt to manipulate listing order or Member records.
• Do not discriminate against a Member on the basis of race, color, national origin, religion, sex, disability, familial status, or any other protected characteristic.
• Do not use Member information the Steward comes across through fulfillment for any purpose other than fulfillment.

Where the Steward believes a Steward, Member, or listing presents an immediate risk to a person, contact local authorities first, then notify the Platform.

10 Suspension, termination, and appeals

10.1 Termination by either party

The Steward may close its's listing at any time on thirty (30) days’ notice. The Platform may terminate or suspend a listing on thirty (30) days’ notice, or immediately upon an uncured material breach following ten (10) business days’ written notice, or upon fraud, willful misconduct, or a safety issue placing Members at risk.

10.2 Measures short of termination

Where the Steward breaches these Terms or applicable law, or where a safety issue arises, the Platform may restrict the visibility of a listing or remove it, suspend new sales while an issue is investigated, or suspend access to the Steward's account. The Platform will state the Platform's reasons.

10.3 Effect of termination

Removal or closure of a listing does not discharge the Steward's obligation to fulfill it. The Steward remains responsible for every Dividend Members have already purchased until those Units are delivered or the obligation ends under Section 6.6.

10.4 Appeals

Where the Platform suspends a listing, removes a listing, suspends an installment, or applies a set-off under Section 6.11, the Steward may appeal by writing to the Platform within thirty (30) days. The Platform will review the decision, respond in writing with reasons, and where the appeal succeeds, reverse the measure and release any suspended amount on the next ordinary payment date. An appeal does not shorten any period in Section 6.9.

10.5 Platform wind-down

Should the Platform cease operations, it will wind down in an orderly manner rather than unwind Shares already sold. The Platform will give at least sixty (60) days’ notice identifying the final Enrollment Window. No further Shares are sold after it closes; every installment for every open Window is paid in full on the ordinary schedule; and Nodes remain available until outstanding Dividends are delivered or the obligation ends under Section 6.6.

10.6 Incapacity, death, or sale of the Steward's business

Where a successor is able to fill the outstanding Dividends and accepts the listing as it stands, including the price at which Shares were sold, that successor assumes the listing and the remaining installments upon the Platform's written confirmation. No term is renegotiated in respect of Shares already sold. Where no successor assumes the listing, the Platform may offer the affected Members equivalent Dividends from other listings, with the cost set off in the manner provided by Section 6.11 and any balance paid to the Steward's estate or successor.

11 Non-solicitation

11.1 Scope of the restriction

The Steward will not normally hold Member contact information at all, since the Node handles Member communication. Where the Steward do come by it — through a booked service under Section 6.4, at a Node, or otherwise — the Steward will not use it, while the Steward maintains a listing or for six (6) months following its closure, to solicit that Member to purchase the same product outside the Platform. This is the only restriction on the Steward's dealings with Members, and it extends no further.

11.2 Conduct not restricted

Section 11.1 does not restrict the Steward from selling to a person who was a customer before becoming a Member; selling to any Member who approaches the Steward on their own initiative; general advertising; selling any product the Steward does not list on the Platform; or maintaining any wholesale account or distribution channel the Steward already hold.

Definitions and standard provisions

12 Definitions

Unit — The smallest fulfillment unit the 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.

Member — A person who has purchased a Share through the Platform.

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

Cohort — All Share purchases attributed to the same Enrollment Window, including Mini Shares purchased since the preceding Window.

Dividend — Units a Member has purchased and is entitled to collect. The record of Units purchased and not yet collected is a fulfillment record, not a sum of money.

Node — An independent operator listed on the Platform that holds Units and makes them available for collection, and which handles Member communication and collection. Yellow Barn is the first Node.

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

Share Revenue — The gross amount collected from Members for Shares attributed to the Steward's Cohort, after any volume discount.

Steward compensation — Seventy-two percent (72%) of Share Revenue, after any volume discount the Steward elected to offer.

13 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 Steward, pricing structure, production methods, and business information. This survives closure of the Steward's listing for three (3) years and does not extend to information that is public through no fault of the receiving party, that it already possessed, or that it independently developed.

14 Representations and warranties

Each party represents that it has authority to enter into these Terms, that they do not conflict with any other agreement by which it is bound, and that it will perform in compliance with applicable law.

15 Limitation of liability

Neither party is liable to the other for indirect, incidental, special, consequential, or punitive damages, or for lost profits. The Platform’s aggregate liability in respect of any other claim is limited to the compensation payable to the Steward in the twelve (12) months preceding the claim.

16 Release

The Steward releases the Platform from claims arising out of any dispute with a Member, a Node, or a Courier, and from the condition, storage, or handover of anything the Steward lists.

17 Indemnification

The Steward will indemnify the Platform against claims arising from what the Steward produces, list, or fulfill, including product liability, safety, and licensing claims. The Platform will indemnify the Steward against claims arising from its operation of the Platform, its collection of payment, and its handling of Member data.

18 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.

A Steward affected by such an event will notify the Platform as soon as practicable, and Section 6.7 applies to the resulting shortfall. This Section does not excuse the Platform from paying compensation for Shares already sold.

19 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.

20 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.

21 Survival

The following survive closure of the Steward's listing or termination of these Terms: Section 6.6 (unclaimed Dividends), Sections 6.9 to 6.11 (failure to respond), Section 10.3 (payment on termination), Section 11 (non-solicitation, for its stated period), Section 13 (confidentiality, for three years), Sections 15 to 20, and its obligation to fulfill Dividends Members have already purchased. All other provisions cease on closure.

22 General provisions

These Terms, together with the documents listed at the front and the Steward'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. The Steward may not transfer the Steward's listing without the Platform's written consent, not to be unreasonably withheld where Section 10.6 applies; the Platform may assign in connection with a merger or sale, provided the assignee assumes every payment obligation under Section 5. Notices go by email to the address on the Steward's account or by certified mail.

Schedule 1 · Listing details

Maintained in the Steward's Steward account, and may be updated at any time under Section 4.5.

	Detail
Steward or business name
Product listed, and whether goods or service
Unit, and what one Unit contains
Price per Unit that Members pay	$
Volume tiers offered, if any
Units available per Window
Backstock held at a Node, if any
Lead time on a request
Tax category of product
Payment method and details