Bell Pepper

Farmer Participation Agreement

Effective September 3, 2026

1. Relationship of the Parties

You are an independent contractor and not an employee, agent, joint venturer, partner, or franchisee of the Company. Nothing in this Agreement shall be construed to create an employment, agency, partnership, or joint venture relationship between you and the Company. As an independent contractor, you are solely responsible for: (i) your own federal, state, and local taxes, including income tax, self-employment tax, and sales tax; (ii) your own business insurance; (iii) all licenses, permits, and certifications required for your operations; and (iv) compliance with all applicable laws and regulations. You retain full control over the means and methods of producing your products, subject to the requirements of this Agreement and applicable law. The Company will not provide you with employee benefits of any kind.

2. Farmer Eligibility and Onboarding

To participate on the Platform, you must satisfy each of the following requirements:

  • Be at least eighteen (18) years of age and legally competent to enter into binding contracts;
  • Hold all licenses, permits, certifications, and registrations required by applicable federal, state, and local laws for the production, handling, packaging, labeling, transportation, and sale of your products, including but not limited to any required food handler permits, cottage food registrations, and farm market licenses;
  • Provide accurate, current, and complete registration information, including your legal business name, address, tax identification number, and contact information;
  • Maintain valid business liability insurance coverage appropriate for your operations, with coverage limits of not less than one million dollars ($1,000,000) per occurrence (or such other amount as the Company may require);
  • Comply with all onboarding procedures and verification requirements established by the Company;
  • Maintain a valid bank account or payment account connected through Stripe for receiving payments.

The Company reserves the right to approve or deny any Farmer application at its sole discretion, without obligation to provide a reason.

3. Product Listings and Representations

You are solely responsible for all product listings on the Platform, including descriptions, photographs, pricing, availability, weight, allergen disclosures, ingredient lists, and any certifications. You represent and warrant that:

  • All products listed are lawfully produced, harvested, processed (if applicable), and safe for sale and human consumption;
  • All product descriptions, photographs, and images are accurate, truthful, not misleading, and comply with all applicable labeling and advertising laws;
  • You will promptly update listings to reflect accurate and current availability, pricing, and product details;
  • You will clearly and accurately disclose all known allergens, ingredients, storage requirements, and any relevant certifications (e.g., USDA Organic, Non-GMO Project Verified, Certified Naturally Grown);
  • You will not list any product that is adulterated, misbranded, expired, recalled, or otherwise unfit for sale under applicable law;
  • All photographs accurately represent the products being sold and are not digitally altered in a manner that misrepresents quality or appearance.

4. Food Safety and Regulatory Compliance

You are solely and exclusively responsible for compliance with all applicable federal, state, and local food safety, agricultural, health, labeling, and licensing laws and regulations, including but not limited to:

  • The Federal Food, Drug, and Cosmetic Act (FDCA) and FDA Food Safety Modernization Act (FSMA);
  • Michigan Food Law (MCL 289.1101 et seq.) and Michigan Department of Agriculture and Rural Development (MDARD) regulations;
  • The Michigan Cottage Food Law (MCL 289.4102), where applicable to your products;
  • All applicable local health department regulations and requirements;
  • USDA regulations, where applicable to meat, poultry, or egg products.

Without limiting the foregoing, you agree to:

  • Maintain proper food handling, storage, temperature control, and refrigeration practices throughout the entire supply chain, from production to delivery;
  • Ensure all products are packaged in food-safe, tamper-evident materials and properly labeled in accordance with applicable law;
  • Maintain accurate and complete records of production, sourcing, lot tracking, and food safety compliance as required by law;
  • Immediately notify the Company and all affected Customers if you become aware of any product safety issue, contamination, adulteration, or recall affecting any product sold through the Platform;
  • Cooperate fully and promptly with any regulatory investigation, audit, or inquiry related to products sold through the Platform;
  • Maintain all required food safety certifications current and in good standing.

5. Prohibited Products and Controlled Substances

5.1. Prohibited Listings

You are strictly prohibited from listing, offering, selling, or distributing through the Platform any product that is not a lawful agricultural product, farm-fresh produce, or related food item. Without limiting the generality of the foregoing, the following are expressly prohibited:

  • Any controlled substance as defined under the federal Controlled Substances Act (21 U.S.C. § 811 et seq.) or the Michigan Public Health Code (MCL 333.7101 et seq.), including but not limited to marijuana, cannabis, THC-containing products, psilocybin, and any Schedule I through V controlled substance, regardless of whether such substance may be permitted under state law;
  • Any product containing undisclosed, concealed, or mislabeled psychoactive, intoxicating, narcotic, or controlled substances, whether natural or synthetic, including products disguised as or concealed within lawful agricultural products such as produce, herbs, baked goods, or preserved foods;
  • Any product adulterated with any substance not lawfully permitted as a food ingredient or additive under applicable FDA regulations and Michigan state law;
  • Alcoholic beverages, tobacco products, nicotine products, e-cigarettes, or vaping products;
  • Any product that is subject to an active recall, regulatory ban, or import restriction;
  • Any product that is illegal to produce, sell, distribute, or possess under applicable federal, state, or local law.

5.2. Zero-Tolerance Enforcement

The Company maintains a zero-tolerance policy regarding controlled substances and illegal products. Any Farmer found to be listing, selling, or facilitating the sale of prohibited products through the Platform will be subject to: (i) immediate and permanent termination of Platform access without prior notice; (ii) forfeiture of all pending and unpaid earnings; (iii) immediate referral to appropriate federal, state, and local law enforcement authorities, including the Drug Enforcement Administration (DEA) and Michigan State Police; and (iv) pursuit of all available civil and legal remedies. The Company will cooperate fully with any law enforcement investigation.

5.3. Farmer Representation and Warranty

By listing any product on the Platform, you represent and warrant that: (i) the product is a lawful agricultural product or food item; (ii) the product does not contain any controlled substance, prohibited ingredient, or unlawful additive; (iii) you have not engaged, and will not engage, in any scheme to use the Platform to distribute controlled substances or illegal products under the guise of lawful agricultural sales; and (iv) you understand that violation of this Section constitutes a material breach of this Agreement and may result in criminal prosecution.

6. Herdshare and Raw Milk Compliance

6.1. Michigan Herdshare Requirements

If you offer raw (unpasteurized) milk or raw dairy products through the Platform, you must do so exclusively through a lawful herdshare arrangement in compliance with Michigan Department of Agriculture and Rural Development (MDARD) Written Policy 1.40 and all applicable Michigan law. Under Michigan law, the direct retail sale of raw milk is prohibited; however, raw milk may be distributed to consumers who hold a valid ownership share in a dairy animal or herd. By listing raw milk or raw dairy products on the Platform, you represent and warrant that:

  • You operate a bona fide herdshare program in which each participating Customer has executed a written herdshare agreement and holds a legitimate ownership interest (share) in one or more of your dairy animals;
  • You do not sell raw milk directly to the public; rather, participating Customers receive raw milk solely as a benefit of their ownership share in the animal;
  • All dairy animals in your herdshare program are tested and certified free of brucellosis and tuberculosis at least every twelve (12) months by a licensed veterinarian;
  • Raw milk distributed through your herdshare program is cooled to forty-five degrees Fahrenheit (45°F) or below within two (2) hours of milking;
  • You maintain accurate and current records of all herdshare members, share agreements, animal health testing, and milk handling procedures;
  • You comply with all bacterial, coliform, and somatic cell count testing requirements applicable to raw milk in Michigan;
  • You provide all herdshare members with clear written disclosures regarding the health risks associated with consuming raw (unpasteurized) milk and dairy products.

6.2. Federal Law Restrictions

You acknowledge and agree that federal law, specifically 21 CFR § 1240.61, prohibits the sale, delivery, or transport in interstate commerce of any milk or milk product in final package form for direct human consumption unless the product has been pasteurized. You shall not use the Platform to sell, offer, ship, or facilitate the transport of raw milk or raw dairy products across state lines. All raw milk distribution through herdshare arrangements on the Platform must be conducted entirely within the State of Michigan as an intrastate transaction. Violation of federal interstate raw milk regulations may result in enforcement action by the U.S. Food and Drug Administration (FDA) and is the sole responsibility of the Farmer.

6.3. Platform Use for Herdshare Administration

The Platform may be used to facilitate herdshare program administration, including communication with herdshare members, scheduling pickup or delivery of raw milk shares, and collecting boarding fees. However, the Platform shall not be used to consummate the direct retail sale of raw milk to individuals who do not hold a valid herdshare membership. The Company reserves the right to require documentation of your herdshare program, including copies of herdshare agreements, animal health certificates, and milk testing results, as a condition of listing raw milk products on the Platform.

6.4. Pending Legislation Acknowledgment

You acknowledge that Michigan raw milk laws are subject to change, including proposed legislation (such as House Bills 5217 and 5218 of the 2025-2026 legislative session) that may legalize direct farm-to-consumer sales of raw milk under certain conditions. You agree to comply with all applicable laws as they exist at the time of each transaction, and to promptly update your practices and listings to reflect any changes in the law. The Company will update its policies to reflect any enacted changes.

6.5. Disclaimer

The Company does not endorse, recommend, or certify the safety of raw milk or raw dairy products. Raw milk has not been pasteurized and may contain harmful bacteria, viruses, and parasites. The Company assumes no liability for any illness, injury, or adverse health effect arising from the consumption of raw milk or raw dairy products obtained through herdshare arrangements facilitated on the Platform. All risk associated with raw milk consumption is borne exclusively by the Customer and the Farmer.

7. Pricing and Payments

7.1. Pricing

You set the retail price for each of your products listed on the Platform. The Company may charge a platform service fee and/or commission on each completed transaction, as disclosed in your Farmer dashboard and the current fee schedule. The Company reserves the right to modify its fee structures with not less than thirty (30) days' prior written notice.

7.2. Payment Processing and Disbursements

Payments from Customers are processed through Stripe, Inc. You must set up and maintain a valid Stripe connected account in good standing. Net proceeds from sales (gross sales less applicable Company fees, commissions, refunds, chargebacks, and adjustments) will be disbursed to your Stripe account in accordance with the payout schedule displayed in your Farmer dashboard. Standard payout timing is detailed in your Farmer dashboard. The Company is not responsible for payment delays caused by Stripe, your financial institution, or errors in the banking information you provide.

7.3. Chargebacks and Disputes

If a Customer initiates a chargeback or payment dispute related to your products, the Company may deduct the disputed amount from your pending payouts or future earnings. You agree to cooperate in resolving chargebacks and payment disputes.

7.4. Taxes

You are solely responsible for determining, collecting, reporting, and remitting any applicable sales tax, use tax, income tax, self-employment tax, or other taxes related to your sales on the Platform. The Company may issue tax reporting forms (e.g., IRS Form 1099-K, 1099-NEC) as required by applicable law.

8. Delivery and Fulfillment

You are responsible for fulfilling all accepted orders in a timely manner and in accordance with the delivery method, delivery window, and delivery instructions specified on the Platform. Products must be delivered in good condition, at appropriate temperatures for perishable items, properly packaged, and within the timeframe communicated to the Customer. If you are unable to fulfill an order for any reason, you must promptly notify both the Customer and the Company through the Platform and arrange for a cancellation or mutually agreed substitution.

9. Customer Interactions and Conduct

You agree to communicate professionally, courteously, and respectfully with all Customers and Company personnel. The Company may monitor communications between Farmers and Customers through the Platform and may intervene in disputes at its sole discretion. You agree to respond to Customer inquiries within twenty-four (24) hours and to cooperate in resolving Customer complaints in good faith.

10. Indemnification

You agree to indemnify, defend, and hold harmless the Company, its parent, subsidiaries, affiliates, officers, directors, employees, agents, and successors from and against any and all claims, actions, suits, proceedings, liabilities, damages, judgments, awards, losses, costs, and expenses (including reasonable attorneys' fees, court costs, and settlement amounts) arising out of or relating to:

  • Your products, including but not limited to product defects, contamination, spoilage, adulteration, mislabeling, allergen issues, or foodborne illness;
  • Your breach of any representation, warranty, or obligation under this Agreement;
  • Your violation of any applicable federal, state, or local law, regulation, ordinance, or third-party right;
  • Your negligence, recklessness, or willful misconduct;
  • Any dispute between you and a Customer;
  • Any claim by a government agency or regulatory body related to your products or operations.

11. Intellectual Property License

You grant the Company a non-exclusive, royalty-free, sublicensable, worldwide license, for the duration of this Agreement and twelve (12) months after it ends, to use, reproduce, modify, adapt, and display your product listings, product photographs, farm name, farm logo, and other content you submit to the Platform (collectively, "Farmer Content") solely for the purposes of operating, promoting, marketing, and improving the Platform. You retain all ownership rights in your Farmer Content. You represent and warrant that: (i) you own or have the necessary rights and permissions to grant this license; and (ii) your Farmer Content does not infringe upon, misappropriate, or violate any third party's intellectual property rights, privacy rights, or other rights.

12. Confidentiality

You agree to treat as confidential any non-public information disclosed to you by the Company in connection with this Agreement, including but not limited to fee structures, business strategies, user data, and Platform technology. You shall not disclose such confidential information to any third party without the Company's prior written consent, except as required by law. Customer personal information shared with you for order fulfillment is confidential and must be used solely for that purpose.

13. Suspension and Termination

13.1. Termination by Either Party

Either party may terminate this Agreement at any time, for any reason or no reason, by providing fourteen (14) days' written notice to the other party via email or through the Platform. Termination does not release you from obligations related to orders accepted prior to the effective date of termination.

13.2. Immediate Suspension or Termination by the Company

The Company may immediately suspend or terminate your access to the Platform without prior notice if:

  • There is a food safety concern, product recall, or regulatory issue related to your products;
  • You breach any material term of this Agreement;
  • You receive repeated or severe Customer complaints regarding product quality, safety, or service;
  • You engage in fraudulent, deceptive, or illegal activity;
  • You fail to maintain required licenses, permits, insurance, or certifications;
  • Your continued participation on the Platform poses an unacceptable risk to Customers, the Company, or the Company's reputation, as determined by the Company in its sole discretion.

13.3. Effect of Termination

Upon termination: (i) your product listings will be deactivated and removed from the Platform; (ii) you must fulfill all outstanding accepted orders unless otherwise directed by the Company; (iii) accrued but unpaid net earnings will be disbursed in accordance with the standard payout schedule, subject to any applicable holds for pending disputes, chargebacks, or refunds; (iv) your obligation to maintain confidentiality, indemnification obligations, and any accrued liabilities shall survive termination; and (v) you must cease using any Company trademarks, logos, or intellectual property.

14. Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE COMPANY SHALL NOT BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT OR YOUR USE OF THE PLATFORM, REGARDLESS OF THE THEORY OF LIABILITY. THE COMPANY'S TOTAL AGGREGATE LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED THE TOTAL NET PROCEEDS ACTUALLY PAID BY THE COMPANY TO YOU DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

15. Insurance

You shall maintain, at your own expense, the following minimum insurance coverage throughout the term of this Agreement: (i) commercial general liability insurance with limits of not less than one million dollars ($1,000,000) per occurrence and two million dollars ($2,000,000) in the aggregate; (ii) product liability insurance adequate for your operations; and (iii) any other insurance required by applicable law. Upon request, you shall provide the Company with certificates of insurance evidencing such coverage.

16. Governing Law and Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of Michigan, without giving effect to any choice or conflict of law provisions. Any disputes arising out of or relating to this Agreement that cannot be resolved through good-faith negotiation shall be submitted to final and binding arbitration in the State of Michigan, administered by the American Arbitration Association under its Commercial Arbitration Rules then in effect.

17. Modifications

The Company may modify this Agreement at any time by providing not less than fourteen (14) days' written notice via email or through the Platform. Your continued use of the Platform after the effective date of any modification constitutes your acceptance of the modified Agreement. If you do not agree to the modified terms, you must discontinue use of the Platform and terminate your account.

18. Contact

For questions about this Agreement, please contact:

Bell Pepper Market

support@bellpepper.shop