FARMFRESHAPP MERCHANT USER AGREEMENT

EFFECTIVE DATE: MARCH 15, 2025

This Merchant User Agreement ("Agreement") is a legally binding contract between you ("you," "your," "Merchant," or "Farmer") and MisikSolutions LLC ("FarmFreshApp," "we," "our," or "us") governing your participation as a merchant on the FarmFreshApp platform, including our website, mobile applications, and related services (collectively, the "Platform").


1. ACCEPTANCE OF TERMS

By registering as a merchant, accessing the merchant portal, or using the Platform, you acknowledge that you have read, understood, and agree to be bound by this Agreement and our Privacy Policy, which is incorporated by reference. If you do not agree to these terms, you may not access or use the Platform as a merchant.


2. MERCHANT ELIGIBILITY

2.1 Basic Requirements

To register and maintain status as a merchant on the Platform, you must:

  • Be at least 18 years of age
  • Have the legal capacity to enter into a binding contract
  • Operate a farm or food business within our service area in Florida
  • Provide accurate and complete information during registration
  • Maintain the security of your account credentials

2.2 Regulatory Compliance

You must:

  • Hold all required licenses, permits, and certifications for your business operations
  • Comply with all applicable federal, state, and local laws and regulations
  • Adhere to food safety standards and best practices
  • Maintain proper insurance coverage
  • Keep all licenses and permits current throughout your participation on the Platform

2.3 Verification Process

You agree to:

  • Submit to our verification process, which may include background checks
  • Provide documentation of required licenses, permits, and insurance
  • Allow on-site inspections if requested
  • Update your information promptly if changes occur


3. PLATFORM DESCRIPTION

FarmFreshApp is a marketplace platform that connects local farmers with customers and delivery drivers to facilitate the purchase and delivery of fresh, locally-grown agricultural products.


3.1 Role of FarmFreshApp

FarmFreshApp:

  • Provides the technology platform connecting merchants, customers, and delivery drivers
  • Facilitates payment processing
  • Establishes platform standards and policies
  • Assists in resolving disputes between users
  • Does not take ownership of or possession of products
  • Does not guarantee sales volume or customer engagement


4. ACCOUNT REGISTRATION AND MANAGEMENT

4.1 Registration Process

To become a merchant on the Platform, you must:

  • Complete the merchant application form
  • Provide accurate business information
  • Submit required documentation
  • Set up your merchant profile
  • Configure your product catalog
  • Agree to this Agreement and Privacy Policy

4.2 Account Security

You are responsible for:

  • Maintaining the confidentiality of your account credentials
  • Restricting access to authorized personnel only
  • All activities that occur under your account
  • Notifying us immediately of any unauthorized use or security breach

4.3 Account Restrictions

You may not:

  • Create multiple merchant accounts without our approval
  • Share your account with unauthorized individuals
  • Transfer your account to another person or entity without our consent
  • Use the Platform for any illegal or unauthorized purpose


5. PRODUCT LISTINGS AND INVENTORY

5.1 Product Information

You are responsible for:

  • Providing accurate, complete, and up-to-date product information
  • Uploading high-quality images of your products
  • Setting appropriate prices
  • Indicating any allergens or potential cross-contamination
  • Updating product availability in real-time

5.2 Prohibited Products

You may not list:

  • Products prohibited by law
  • Products that violate intellectual property rights
  • Products that do not meet food safety standards
  • Products sourced from third parties unless explicitly approved
  • Products misrepresented as your own production

5.3 Inventory Management

You must:

  • Maintain accurate inventory levels on the Platform
  • Update inventory promptly when changes occur
  • Honor all orders for available products
  • Notify FarmFreshApp immediately if you cannot fulfill an order
  • Implement proper inventory tracking systems


6. ORDER PROCESSING AND FULFILLMENT

6.1 Order Acceptance

When you receive an order:

  • You must accept or decline promptly (within timeframes specified in the merchant portal)
  • Once accepted, you are obligated to fulfill the order as specified
  • You may only decline orders for legitimate reasons (e.g., inventory shortages, inability to meet delivery timeframe)
  • Excessive order declines may result in penalties or account review

6.2 Order Preparation

You must:

  • Prepare orders according to food safety standards
  • Package products appropriately for transport
  • Include all items as ordered
  • Provide proper labeling as required by law
  • Have orders ready by the designated pickup time

6.3 Order Modifications and Cancellations

  • You may suggest substitutions for out-of-stock items, subject to customer approval
  • You may not cancel accepted orders except in extraordinary circumstances
  • You must notify FarmFreshApp immediately if you cannot fulfill an accepted order
  • Repeated cancellations may result in penalties or account suspension


7. DELIVERY COORDINATION

7.1 Pickup Preparation

You must:

  • Have orders ready for pickup at the scheduled time
  • Ensure proper packaging for transport
  • Verify order contents before handoff to delivery driver
  • Provide any special handling instructions
  • Maintain appropriate facilities for order pickup

7.2 Delivery Driver Interaction

You agree to:

  • Treat delivery drivers with respect and professionalism
  • Resolve any discrepancies promptly
  • Provide necessary assistance with loading
  • Communicate any issues to FarmFreshApp
  • Follow established handoff protocols


8. PAYMENT TERMS

8.1 Commission Structure

  • FarmFreshApp charges a commission on each completed transaction
  • Commission rates are specified in the merchant portal and may vary by product category
  • Commission rates may be updated with notice as specified in Section 13
  • Commissions are automatically deducted from payments to you

8.2 Payment Processing

  • Customer payments are processed through FarmFreshApp's payment system
  • Funds are held until successful delivery is confirmed
  • Payments to you are made according to the schedule in the merchant portal
  • You must provide and maintain valid banking information for deposits
  • You are responsible for any transfer fees charged by your financial institution

8.3 Taxes

You are responsible for:

  • Setting appropriate prices that account for applicable taxes
  • Collecting and remitting all applicable taxes
  • Maintaining proper tax records
  • Providing tax documentation to FarmFreshApp as required
  • Complying with all tax laws and regulations

8.4 Refunds and Disputes

  • Refunds may be issued for legitimate customer complaints
  • FarmFreshApp will investigate disputes and determine appropriate resolutions
  • You agree to cooperate with investigations and accept final determinations
  • Excessive valid complaints may result in penalties or account review
  • FarmFreshApp reserves the right to issue refunds at our discretion


9. MERCHANT CONDUCT

9.1 General Standards

You agree to:

  • Conduct business honestly and ethically
  • Provide products of the quality represented
  • Communicate professionally with customers, drivers, and FarmFreshApp
  • Respond promptly to inquiries and issues
  • Maintain the reputation and integrity of the Platform

9.2 Prohibited Activities

You may not:

  • Manipulate ratings or reviews
  • Misrepresent your products or farming practices
  • Attempt to circumvent the Platform to deal directly with customers
  • Engage in price fixing or other anti-competitive behavior
  • Discriminate against any protected class of customers or drivers


10. RATINGS AND REVIEWS

10.1 Customer Feedback

  • Customers may rate and review your products and service
  • Ratings and reviews will be visible on your merchant profile
  • FarmFreshApp does not guarantee positive ratings or reviews
  • We reserve the right to remove reviews that violate our policies
  • You may respond to reviews through the merchant portal

10.2 Performance Metrics

  • Your performance will be measured by various metrics
  • Metrics may include order acceptance rate, fulfillment accuracy, and customer satisfaction
  • Poor performance may result in reduced visibility, penalties, or account suspension
  • Performance metrics will be available in your merchant dashboard


11. INTELLECTUAL PROPERTY

11.1 Your Content

By submitting content to the Platform (including photos, descriptions, and your profile):

  • You grant us a non-exclusive, worldwide, royalty-free license to use, reproduce, modify, and display such content on the Platform
  • You represent that you own or have the rights to such content
  • You retain ownership of your intellectual property

11.2 FarmFreshApp Content

  • The Platform, including its design, features, and content created by FarmFreshApp, is owned by FarmFreshApp
  • You may not use our trademarks, logos, or other proprietary information without our consent
  • You may use FarmFreshApp branding materials only as specifically authorized


12. DISPUTE RESOLUTION

12.1 Merchant Support

For issues with the Platform or orders:

  • Contact our merchant support team through the merchant portal
  • Report issues promptly
  • Provide relevant details and evidence when applicable

12.2 Arbitration Agreement

Except for small claims court cases and intellectual property disputes:

  • You agree to resolve disputes through binding arbitration rather than in court
  • Arbitration will be conducted by the American Arbitration Association
  • The arbitration will take place in Florida
  • Class actions and class arbitrations are not permitted

12.3 Class Action Waiver

You agree to resolve disputes with FarmFreshApp on an individual basis, not as a plaintiff or class member in any purported class or representative proceeding.


13. TERM AND TERMINATION

13.1 Term

This Agreement remains in effect while you use the Platform as a merchant.

13.2 Termination by You

You may terminate this Agreement by:

  • Providing 30 days' written notice
  • Fulfilling all pending orders
  • Settling any outstanding balances
  • Following the account closure process in the merchant portal

13.3 Termination by FarmFreshApp

We may suspend or terminate your merchant account:

  • If you violate this Agreement
  • If you fail to maintain required licenses or permits
  • If you receive excessive customer complaints
  • If you engage in fraudulent activity
  • For any other reason at our discretion with 14 days' notice

13.4 Effect of Termination

Upon termination:

  • You must fulfill all pending orders
  • You will receive final payment for completed orders
  • You lose access to the merchant portal
  • Certain provisions of this Agreement survive termination
  • We may retain your information as required by law or for legitimate business purposes


14. LIMITATION OF LIABILITY

TO THE MAXIMUM EXTENT PERMITTED BY LAW:

  • FarmFreshApp is not liable for indirect, incidental, special, exemplary, or consequential damages
  • Our total liability for any claim is limited to the amount we have paid you in the 6 months preceding the claim
  • We are not liable for lost profits, lost revenue, or data loss
  • We are not liable for the actions or inactions of customers or delivery drivers


15. INDEMNIFICATION

You agree to indemnify, defend, and hold harmless FarmFreshApp and its officers, directors, employees, and agents from any claims, liabilities, damages, losses, costs, or expenses arising from your:

  • Products or services
  • Content submitted to the Platform
  • Use of the Platform
  • Violation of this Agreement
  • Violation of any rights of another person or entity
  • Violation of any applicable laws or regulations


16. INSURANCE REQUIREMENTS

You must maintain, at your own expense:

  • Commercial general liability insurance
  • Product liability insurance
  • Any other insurance required by law for your business type
  • Coverage limits must meet minimums specified in the merchant portal
  • FarmFreshApp must be named as an additional insured
  • Proof of insurance must be provided upon request


17. CHANGES TO AGREEMENT

We may modify this Agreement at any time by:

  • Posting the revised Agreement on the Platform
  • Notifying you via email or in-app notification
  • Your continued use of the Platform after changes constitutes acceptance of the revised Agreement
  • Material changes will be effective 14 days after notification


18. GOVERNING LAW

This Agreement is governed by the laws of the State of Florida, without regard to its conflict of law provisions.


19. RELATIONSHIP OF PARTIES

  • You are an independent contractor and not an employee, agent, partner, or joint venturer of FarmFreshApp
  • Neither party has the authority to bind the other
  • You are solely responsible for your employees, contractors, and agents
  • This Agreement does not create any agency, partnership, or joint venture relationship


20. COMPLIANCE WITH LAWS

20.1 General Compliance

You must comply with all applicable laws and regulations, including but not limited to:

  • Food safety laws and regulations
  • Agricultural regulations
  • Labor laws
  • Tax laws
  • Consumer protection laws
  • Data privacy laws

20.2 Florida-Specific Compliance

You must comply with all Florida-specific requirements, including:

  • Florida Food Safety Act
  • Chapter 64E-11, Florida Administrative Code (if applicable)
  • CS/SB 676 regarding third-party food delivery
  • Florida Department of Agriculture and Consumer Services regulations
  • Local health department requirements


21. MISCELLANEOUS

21.1 Entire Agreement

This Agreement, together with the Privacy Policy and any other legal notices published by FarmFreshApp, constitutes the entire agreement between you and FarmFreshApp concerning your participation as a merchant on the Platform.

21.2 Severability

If any provision of this Agreement is found to be unenforceable, the remaining provisions will remain in full force and effect.

21.3 No Waiver

Our failure to enforce any right or provision of this Agreement will not be considered a waiver of such right or provision.

21.4 Assignment

You may not assign this Agreement without our prior written consent, but we may assign this Agreement without restriction.

21.5 Contact Information

For questions about this Agreement, please contact us at:

  • Email: info@farmfreshapp.com
  • Address: MisikSolutions LLC, 626 NW 1st Ave, Hallandale Beach, FL 33009


22. ACKNOWLEDGMENT

BY USING THE PLATFORM AS A MERCHANT, YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND IT, AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS.


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