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Seller Agreement

Last updated: [EFFECTIVE DATE]

Plain-language summary. This summary is not part of the agreement.

1. Parties and Acceptance

1.1 Parties. This Seller Agreement (the "Agreement") is a contract between [COMPANY LEGAL NAME], a company organized in New Jersey and doing business as "Eggs & Milks", with its address at [COMPANY ADDRESS] ("Eggs & Milks", "we", "us" or "our"), and the person or business that registers a seller account ("Seller", "you" or "your").

1.2 Who this covers. This Agreement applies to farmers, home chefs, food artisans, restaurants, caterers, bakeries, grocery stores, experience hosts and any other business that offers food, drinks or experiences through the Eggs & Milks Seller app.

1.3 Acceptance. You accept this Agreement when you tap or click to accept it, create a Seller account, submit a product for review, or sell anything through the Platform, whichever happens first. If you do not agree, do not use the Seller app.

1.4 Authority. If you accept on behalf of a company or other organization, you confirm that you have authority to bind it. In that case "you" means that organization. You are responsible for everyone who uses your account, including your staff.

1.5 Other documents. The Privacy Policy explains how we handle personal information. If you also buy as a customer, the Customer Terms of Service apply to those purchases. If you also deliver, the Delivery Partner Agreement applies to that activity. Any addendum we sign with you, such as a kitchen addendum under Section 14, forms part of this Agreement. If an addendum conflicts with this Agreement, the addendum controls for its subject.

2. Definitions

2.1 "Platform" means the Eggs & Milks Customer app, Seller app, Delivery partner app, website at https://eggsandmilks.com, Management Panel and related services. The Customer Terms of Service and the Privacy Policy call these the "Services".

2.2 "Customer" means a person who orders Products or books Experiences through the Platform.

2.3 "Delivery Partner" means an independent contractor who collects and delivers orders using the Delivery partner app.

2.4 "Products" means the food, drinks and other items you list for sale. "Listing" means the page or entry that describes a Product or an Experience.

2.5 "Experiences" means in-person food activities that you host and list under E&M Adventure, such as a honey harvest at a farm. A Seller that hosts an Experience is called a "Host" in the Customer Terms of Service and the Privacy Policy, and those documents call an Experience a "Hosted Experience" or an "Adventure".

2.6 "Seller Price" means the price you set for a Product or Experience before any Platform markup, fees or taxes.

2.7 "Delivery Types" means Scheduled delivery, Instant delivery, Shippable and Catering, as described in Section 8.

2.8 "Hub" means an Eggs & Milks location where parts of an order from several sellers are combined before final delivery.

2.9 "Stripe" means Stripe, Inc. and its affiliates, our payment processor.

2.10 "Applicable Law" means all federal, state and local laws, regulations, codes and orders that apply to you, your Products, your Experiences or your business.

3. Changes to this Agreement

3.1 Updates. We may change this Agreement from time to time. We will post the new version in the Seller app or on our website and update the "Last updated" date.

3.2 Notice of important changes. For changes that materially reduce your rights or add to your obligations, we will give you reasonable advance notice in the Seller app or by email.

3.3 Fee increases. We will give you at least 30 days' notice before we increase any markup, commission or other fee that we charge you. Decreases, new optional services and temporary promotions may take effect immediately.

3.4 Your choice. If you do not agree to a change, you may stop selling and close your account before the change takes effect. If you keep using the Seller app after the effective date of a change, you accept it.

3.5 Arbitration changes. Changes to Section 25 are handled as described in Section 25.11.

4. Eligibility and Onboarding

4.1 Basic requirements. To sell on the Platform you must:

4.2 Verification documents. During onboarding, and whenever we ask later, you must upload accurate and current documents. Depending on your business, these may include a business license, food establishment permit, cottage food registration or permit, food handler or food manager certificate, proof of insurance, tax identification details and government-issued identification.

4.3 Review of sellers. We review each seller application. We may approve it, reject it, or ask for more information. Approval is at our discretion. Approval is not a statement by us that you comply with Applicable Law. That remains your responsibility.

4.4 Review of products. Each Product and Experience is reviewed before it goes live. A Listing is not visible to Customers until we approve it. We may also review edits to a Listing. We may approve a Product for some Delivery Types or ZIP codes and not others.

4.5 Right to reject, suspend or remove. We may reject, suspend, limit or remove any seller account, Product, Experience or Listing if we reasonably believe that it breaches this Agreement, breaks the law, creates a safety risk, misleads Customers, harms the Platform, or does not fit the Platform. Sections 13 and 24 describe notice and appeals.

4.6 Keeping information current. You must update your documents before they expire and tell us promptly about any change to your business name, ownership, address, licenses, permits or insurance. You must tell us within [24 hours] if a regulator suspends or revokes a license or permit, orders you to stop selling, or issues a failed inspection that affects food safety.

4.7 Seller information required by law. Some laws require online marketplaces to collect, verify and sometimes display certain information about sellers, such as identity, tax, bank and contact details. You agree to provide this information when asked, to certify it when required, and to keep it up to date. We may suspend your account and hold payouts if you do not.

4.8 Account security. Keep your login details private. You are responsible for all activity under your account. Tell us at once at sellers@eggsandmilks.com if you suspect unauthorized access.

5. Independent Business Relationship

5.1 Independent businesses. You and Eggs & Milks are independent businesses. Nothing in this Agreement creates an employment, agency, partnership, joint venture or franchise relationship, except for the limited payment collection agency in Section 5.4. You do not pay us a franchise fee, and we do not prescribe a marketing plan or system for your business.

5.2 You run your business. You decide what to sell, your Seller Price, your operating hours, your recipes, your staff, your equipment and how you prepare your Products, subject to this Agreement and Applicable Law. You are solely responsible for your employees and contractors, including their pay, taxes, benefits, training and conduct.

5.3 Seller of record. You are the seller of record and the merchant for your Products and Experiences. The contract of sale for your Products is between you and the Customer. Title to a Product passes from you to the Customer on delivery to the Customer. We do not take title to your Products at any time, including while they are with a Delivery Partner or at a Hub. Eggs & Milks is the seller only of its own branded products.

5.4 Limited payment collection agent. You appoint Eggs & Milks as your limited agent for the sole purpose of collecting payments from Customers for your Products and Experiences. When a Customer pays us through the Platform, that payment is treated as paid to you, and the Customer's obligation to pay you is satisfied to that extent. We will pay you the amounts due under Sections 9 and 11. If we do not, your only recourse is against us and not against the Customer.

5.5 No authority to bind. Neither party may make promises or sign contracts on behalf of the other. You must not describe yourself as an employee, agent or franchisee of Eggs & Milks.

5.6 Delivery Partners. Delivery Partners are independent contractors. They are not your employees or ours. You must treat them with respect and must not ask them to prepare food or perform tasks outside the pickup.

5.7 Non-exclusive. Except as set out in Section 14, this Agreement is not exclusive. You may sell through other channels, and we may work with other sellers, including sellers that compete with you. We also sell our own branded products.

6. Listings

6.1 Accuracy. You are responsible for every Listing. Each Listing must be accurate, complete and not misleading, and must include:

6.2 Claims. You may use claims such as "organic", "grass-fed", "free-range", "gluten-free", "kosher", "halal", "vegan", "raw" or "local" only if they are true, you can prove them, and you hold any certification that the law requires. You must not make health or disease claims that the law does not allow.

6.3 Stock and hours. Keep stock levels and operating hours accurate at all times. Mark a Product as unavailable as soon as you cannot supply it. If you will be closed or away, update your hours or pause your Listings in advance.

6.4 Changes. Update a Listing before any change to a recipe, ingredient, allergen, size or supplier takes effect. Orders already placed must be filled as described at the time of the order.

6.5 Our edits. We may correct errors, adjust categories and tags, reformat text, crop or enhance photos and translate Listings. We may also pause a Listing while we review a concern. We are not obliged to check Listings for accuracy, and our review does not transfer responsibility to us.

6.6 Placement. We decide how Listings are ranked, grouped and displayed, and in which ZIP codes they appear. We do not promise any level of visibility or sales.

7. Food Safety and Legal Compliance

7.1 General duty. You must comply with all Applicable Law in making, storing, labeling, packaging, selling and shipping your Products. This includes federal Food and Drug Administration and Department of Agriculture rules, state and local health codes, and the rules of each state where your Products are sold or shipped.

7.2 Licenses and permits. You must hold and keep current all licenses, permits, registrations and inspections needed for your type of business and your Products. You must give us copies on request.

7.3 Home kitchens and cottage food. If you make food in a home kitchen, you may list only the types of food that your state's cottage food or home kitchen law allows you to sell, in the way that law allows. You must follow all limits in that law, including limits on food types, sales channels, shipping across state lines, annual sales, registration, training and label statements. You must not list any home-prepared food that the law requires to be made in a licensed or inspected facility.

7.4 Labeling and allergens. Each packaged Product must carry a label that meets federal and state requirements, including the product name, ingredients in descending order, net quantity, your business name and address, any required nutrition information, date marking where required, and any required cottage food statement. You must declare all major food allergens as required by the Food Allergen Labeling and Consumer Protection Act (FALCPA) and the FASTER Act. Those allergens are milk, eggs, fish, crustacean shellfish, tree nuts, peanuts, wheat, soybeans and sesame. The allergens on the label and in the Listing must match. For unpackaged prepared food, the allergen information in the Listing must be complete and correct.

7.5 Cross-contact. If a Product is made in a kitchen or on equipment that also handles a major allergen, say so in the Listing where the Seller app allows it. You must not describe a Product as free of an allergen unless you have controls that support that claim.

7.6 Temperature control and sanitary handling. You must prepare, store and hold Products under sanitary conditions and at safe temperatures until handover. Cold foods must be kept cold, frozen foods frozen and hot foods hot, as the law requires. You must use safe water and safe ingredients from lawful sources, prevent cross-contamination, control pests, and make sure food handlers are healthy, trained and follow good hygiene.

7.7 Shelf life. Products must have enough remaining shelf life at handover for the Customer to use them in a reasonable time. Do not sell expired Products.

7.8 Traceability and records. You must keep records that let you identify what you sold, when you made it, the lot or batch where applicable, and where your ingredients came from. Keep these records for at least [2 YEARS] or longer if the law requires. Give them to us promptly if we ask in connection with a complaint, illness report, recall or regulator request.

7.9 Recalls and safety incidents. Tell us at once, and in any case within [24 hours], if you learn that a Product may be unsafe, contaminated, mislabeled or subject to a recall or withdrawal. You must stop selling the Product, cooperate fully with us and with regulators, and pay the costs of the recall, including Customer refunds and notices. We may remove the Product, notify Customers and regulators, and refund Customers without waiting for your consent.

7.10 Prohibited items. You must not list or sell any of the following:

7.11 Inspections. You will allow us or our representative, on reasonable notice and during business hours, to visit the place where you make or store Products to confirm compliance with this Agreement. We have no duty to inspect. For a home kitchen, we will agree a time with you in advance.

8. Order Handling

8.1 Receiving orders. Orders arrive in the Seller app. Keep a device on, charged, connected and monitored during your operating hours and before scheduled handover times.

8.2 Accept or reject. Where the Seller app asks you to accept an order, respond promptly. Reject only for a good reason, such as a stock-out or a safety concern. If you reject an order, or cannot fill it, that part of the order is refunded to the Customer in full automatically and you are not paid for it. Frequent rejections can affect your standing under Section 13.

8.3 Substitutions. Do not substitute a different item, size or ingredient unless the Seller app offers that feature and the Customer agrees.

8.4 Preparation times. Prepare each order within the preparation time or lead time shown for the Product, and in time for the pickup time or delivery window shown in the Seller app.

8.5 Packaging. Pack each order so that it is safe, sealed, clean, and suitable for the Product and the Delivery Type. This includes:

8.6 Marking ready. Mark the order as ready in the Seller app only when it is fully packed and ready to hand over. Do not mark an order as ready early.

8.7 Handover to Delivery Partners. Hand each order only to the Delivery Partner shown in the Seller app. The Delivery Partner will scan the QR code or barcode on the order, or use another verification step shown in the app, to confirm pickup. Do not hand over an order if verification fails. Contact support instead. Your responsibility for the condition of the Product up to handover continues until verification is complete.

8.8 Scheduled delivery. For Scheduled delivery, Customers choose a day and time window available in their ZIP code. Orders close at the cut-off shown in the app before the window. You must have each order ready by the handover time shown in the Seller app.

8.9 Instant delivery. Instant delivery orders are placed during your operating hours for delivery in a short time. You must begin preparing them promptly after you accept them.

8.10 Hubs. In some ZIP zones, orders pass through a Hub. A Delivery Partner may collect your part of an order and bring it to the Hub, or the Seller app may tell you to drop it off at the Hub yourself. If you drop off, arrive within the drop-off time shown, check in as instructed and have each package scanned. Label each package so that it can be matched to the right order.

8.11 Shippable Products. For Shippable Products:

8.12 Catering. For Catering, each Listing must show the minimum quantity and the advance notice you need. Once you accept a catering order, you must fulfill it at the agreed quantity, date and time. If you cannot, tell us and the Customer through the app as early as possible.

8.13 No inserts or diversion. Do not include marketing materials, coupons or messages in an order that direct Customers to buy from you outside the Platform. Required food labels and your own brand packaging are allowed.

8.14 Problems. If something goes wrong with an order, such as a late pickup or a missing Delivery Partner, tell us through the Seller app or at sellers@eggsandmilks.com as soon as you can.

9. Pricing, Markup, Commissions and Fees

9.1 Your Seller Price. You set the Seller Price for each Product and Experience. The Seller Price must include everything the Customer receives, including standard packaging.

9.2 Customer price. You authorize us to set the price that Customers see for your Products and Experiences. That price may be higher than your Seller Price because it may include a Platform markup. It may vary by ZIP code, Delivery Type and demand. We may also run promotions at our own cost. A promotion that reduces what you receive requires your consent.

9.3 Our compensation. In return for the marketplace, payment collection, customer support and logistics services we provide, we earn a markup, a commission, or both. The model depends on the Delivery Type:

9.4 Current rates. The rates that apply to you are shown in the Seller app or are communicated to you by Eggs & Milks in writing. This Agreement does not fix any rate. Section 3.3 applies to increases.

9.5 Fees that are not yours. Delivery fees, service fees, shipping charges collected from Customers and any Platform markup belong to Eggs & Milks, to Delivery Partners or to carriers, as applicable. Delivery Partners receive 100% of the tips that Customers give them. You have no claim to these amounts.

9.6 Price parity. You are not required to offer the same or lower prices on the Platform as you offer elsewhere, unless you and we agree to that in a separate signed document.

9.7 Optional paid services. We may offer optional paid services, such as featured placement, analytics or content tools. They are charged only if you choose them, at the price shown when you sign up.

9.8 No circumvention. You must not use the Platform or Customer information to move a sale that started on the Platform to another channel in order to avoid our markup or commission.

10. Taxes

10.1 Your taxes. You are responsible for your own taxes. This includes income tax, business and gross receipts taxes, payroll taxes, and any sales, use or similar tax that the law requires you, and not us, to collect and remit. You are responsible for telling us whether each Product is taxable where the Seller app asks, and for the accuracy of that information.

10.2 Marketplace facilitator. In states where the law treats us as a marketplace facilitator, we will calculate, collect and remit sales tax on sales made through the Platform, as the law requires. In those cases we keep the tax collected and it is not part of your payout. You remain responsible for any tax filings the law still requires from you.

10.3 Other cases. Where we are not required to collect tax, you are responsible for deciding whether tax is due and for collecting and remitting it. Where we collect tax on your behalf in that situation, we will pass it to you with your payout and you must remit it.

10.4 Tax information. You must give us or Stripe a correct taxpayer identification number and any tax forms we request. If you do not, we may hold payouts or apply backup withholding as the law requires.

10.5 No tax advice. We do not give tax advice. Speak to your own adviser.

11. Payouts Through Stripe Connect

11.1 Stripe account. Payouts are made through a Stripe Connect Express account. To be paid, you must open that account, accept the Stripe Connected Account Agreement, and complete Stripe's identity and business verification. Stripe's terms are between you and Stripe. We are not responsible for Stripe's acts or omissions, but we will reasonably help you resolve payout problems.

11.2 Information. You authorize us to share your business, identity and transaction information with Stripe, and to receive information from Stripe, so that payouts can be made and legal checks completed.

11.3 Payout amount. For each completed order, your payout is your Seller Price for the Products delivered, less any commission and other amounts that this Agreement allows us to deduct. A statement of orders and deductions is available in the Seller app.

11.4 Timing. A payout becomes due after the order is completed. An order is completed when it is delivered to the Customer, or for an Experience, when it has taken place. Payouts are sent on the schedule shown in the Seller app. Bank and Stripe processing times are outside our control.

11.5 Holds and reserves. We or Stripe may delay a payout or hold a reasonable reserve if:

We will release held funds once the reason for the hold has ended, less any amounts you owe.

11.6 Offsets. We may deduct from any payout, or from any reserve, amounts that you owe us under this Agreement. These include refunds and credits that are your responsibility under Section 12, chargebacks and related fees, commissions and other fees, recall costs, amounts paid to you in error, and the price of items you buy from us under Section 19.

11.7 Negative balances. If the amounts you owe are greater than your pending payouts, your balance is negative. You must pay the negative balance within [10] days of our request. You authorize us and Stripe to debit the bank account linked to your Stripe account for that amount, where the law and Stripe's terms allow.

11.8 Errors. Tell us about any payout error within [60] days of the payout date. We may correct errors by an extra payout or by a deduction.

11.9 Tax reporting. We or Stripe may report your gross payment volume to the Internal Revenue Service and to state tax authorities, including on Form 1099-K, where the law requires. You will receive a copy where required.

11.10 No interest. You are not entitled to interest on amounts held before payout.

12. Refunds, Cancellations, Complaints and Chargebacks

12.1 We handle Customer support. Customers bring order problems to us through the app or support. You authorize us to investigate and to decide, at our reasonable discretion, whether to refund or credit a Customer in whole or in part. You must answer our questions about an order within [24 hours].

12.2 Customer cancellations before handover. A Customer may cancel a part of an order for a full refund until you have handed it to a Delivery Partner or carrier or it is on its way. You are not paid for a cancelled part. If you had already prepared a made-to-order item when the Customer cancelled, we may at our discretion pay you all or part of your Seller Price for it.

12.3 Catering cancellations. A Customer may cancel a catering order for a full refund until you accept it or until the advance-notice cut-off, whichever is shown in the app. You are not paid for an order cancelled within that period.

12.4 Problems reported after delivery. Customers may report a missing, wrong, damaged, unsafe or late item within 48 hours of delivery, or within 7 days for shipped goods, with photos where relevant. Perishable food is not returnable.

12.5 Costs you bear. You bear the cost of a refund or credit, up to the full amount the Customer paid for the affected items, when the problem is caused by you or your Product. Examples are:

In these cases we may also charge you the related delivery or shipping cost that we refunded or could not recover, where your act or omission caused the failed delivery.

12.6 Costs you do not bear. You are paid your Seller Price, and are not charged for the refund, when the problem is caused by us, a Delivery Partner or a carrier after a correct and verified handover of a properly packed order. Examples are damage or delay during delivery, loss of an order in transit, or a refund we choose to give as a goodwill gesture. For shipped Products, you must give us what we need to make a carrier claim.

12.7 Customer not available. If a Customer is not available to receive an order and we treat it as delivered, you are paid for it.

12.8 Chargebacks. A chargeback is a payment that a Customer disputes with their card issuer. We handle chargeback responses. You must give us any evidence we ask for within the time we state. You bear the chargeback amount and related fees where the dispute concerns your Product, your Experience or your performance. We bear chargebacks that arise from unauthorized or fraudulent use of a payment method, as long as you followed this Agreement and were not involved in the fraud.

12.9 Disputing a deduction. If you think a refund or chargeback was wrongly charged to you, tell us at sellers@eggsandmilks.com within [14] days of the deduction, with your evidence. We will review it in good faith and correct any error.

12.10 Direct contact. If a Customer contacts you directly with a complaint, a report of illness or an allergic reaction, tell us at once. Do not issue refunds outside the Platform.

13. Quality Standards, Ratings and Deactivation

13.1 Standards. You must meet the quality standards that we publish in the Seller app. They may cover order acceptance, on-time readiness, accuracy, cancellations, complaints, food safety and conduct.

13.2 Ratings and reviews. Customers may rate and review you, your Products and your Experiences. Ratings and reviews are the opinions of Customers and may be shown publicly. You must not offer anything in return for a review, post reviews of your own business, or pressure a Customer to change one. We may remove reviews that break our rules, but we are not obliged to.

13.3 Notice before deactivation. If your performance falls below our standards, or we believe you have breached this Agreement, we will normally tell you what the problem is and give you a reasonable chance to fix it before we deactivate your account or a Listing.

13.4 Immediate action. We may suspend or deactivate at once, without advance notice, where we reasonably believe there is a risk to health or safety, fraud, illegal activity, a lapsed license, permit or insurance, a legal or regulatory demand, abuse of Customers, Delivery Partners or our staff, or serious or repeated breach. We will tell you the reason promptly afterward unless the law or an investigation prevents it.

13.5 Appeals. You may appeal a suspension, deactivation or removal by emailing sellers@eggsandmilks.com within [30] days with the reasons and any supporting documents. We will review the appeal and reply within a reasonable time. If the appeal succeeds, we will restore the account or Listing. This appeal route does not limit either party's rights under Section 25.

14. Eggs & Milks Ghost Kitchens and Exclusivity

14.1 When this applies. This Section applies only if you make Products in a kitchen that Eggs & Milks owns, leases or operates ("Eggs & Milks Kitchen"). It does not apply to Products you make in your own premises.

14.2 Kitchen addendum. Use of an Eggs & Milks Kitchen is governed by a separate kitchen addendum that you and we sign. It covers matters such as access, kitchen fees, equipment, cleaning, safety rules and insurance.

14.3 Exclusivity. Products that you make in an Eggs & Milks Kitchen may be sold only through the Platform, for as long as the kitchen addendum is in force and for any further period stated in it. You must not sell those Products through another marketplace, delivery app, store or direct channel unless we agree in writing.

14.4 No other exclusivity. No other part of this Agreement restricts where you sell.

15. Experiences Hosted by Sellers

15.1 Scope. This Section applies if you host an Experience under E&M Adventure. Multi-day trips organized by Eggs & Milks are not covered by this Section.

15.2 Your role. You are the provider of the Experience. You are responsible for planning it, running it, staffing it and keeping guests safe. All other Sections of this Agreement apply to Experiences, with the changes in this Section.

15.3 Listing. Each Experience Listing must accurately state the location, date and start time, duration, what is included, minimum and maximum group size, minimum age, physical demands, what guests must bring, accessibility limits, known hazards such as animals, bees, tools, water, heat or uneven ground, and any food served with its allergens.

15.4 Safety. You must:

15.5 Waivers. Guests accept a safety waiver through the Platform when they book. You may ask guests to sign your own additional waiver only if it is described in the Listing and does not conflict with this Agreement or the Customer Terms of Service. A waiver does not reduce your duty to run a safe Experience.

15.6 Capacity. Do not accept more guests than the maximum group size in the Listing or than is safe and lawful for the site. If a minimum group size applies, it must be stated in the Listing.

15.7 Check-in. Check guests in using the method shown in the Seller app. Admit only guests who appear on the booking list. We share guest names with you for this purpose.

15.8 Guest cancellations. A guest who cancels at least the number of hours before the start that is shown on the Listing (48 hours by default) receives a full refund and you are not paid for that guest. After that time the guest receives no refund and you are paid for that guest.

15.9 Cancellation by you. If you cancel an Experience for any reason, including weather or failure to reach a minimum group size, each guest receives a full refund and you are not paid. Give as much notice as possible through the Seller app. If you cancel repeatedly or at short notice without good reason, we may remove the Listing and charge you our reasonable documented costs of the cancellation.

15.10 Incidents. Report any injury, illness, property damage or safety incident during an Experience to us within [24 hours].

16. Insurance

16.1 Required cover. At your own cost, you must keep the following insurance in force while you sell on the Platform and for [1 YEAR] after:

16.2 Home-based sellers. If you operate from a home kitchen, check that your policy covers business food sales. A standard homeowner's or renter's policy usually does not.

16.3 Additional insured and proof. On our request you will name Eggs & Milks as an additional insured on your liability policy and give us a certificate of insurance. Tell us at least [30] days before a required policy is cancelled, lapses or is materially reduced.

16.4 No limit on liability. Your insurance does not limit your responsibilities under this Agreement. Any insurance we carry is for our benefit and does not cover you.

17. Content and Trademark Licenses

17.1 Your content. "Seller Content" means everything you provide to the Platform, including your business name, logos, trademarks, Product names, descriptions, photos, videos, menus, recipes you choose to publish and your profile. You keep ownership of your Seller Content.

17.2 License to us. You grant Eggs & Milks a non-exclusive, worldwide, royalty-free license, with the right to sublicense to our service providers, to use, copy, display, publish, adapt, translate and distribute your Seller Content in order to operate, promote and improve the Platform. This includes use in the apps, on our website, in emails, in push notifications, on social media and in advertising. The license lasts for the term of this Agreement and for a reasonable period afterward to remove content from active use. We may keep copies in order records, backups and marketing already published.

17.3 Photos we create. If we create photos, videos or text about your Products at our cost, we own that material, and we license you to use it on the Platform during the term.

17.4 License to you. We grant you a limited, non-exclusive, non-transferable, revocable license to use the Eggs & Milks name and logo only to state truthfully that your Products are available on Eggs & Milks, and only in line with any brand guidelines we give you. You must not alter our marks, use them in your business name or domain name, or suggest that we endorse, certify or make your Products. All goodwill from your use of our marks belongs to us.

17.5 Feedback. If you send us ideas or suggestions about the Platform, we may use them freely without payment or obligation to you.

17.6 Platform ownership. We and our licensors own the Platform and all related software, designs, data and intellectual property. You receive only the right to use the Seller app under this Agreement. You must not copy, reverse engineer, scrape or interfere with the Platform.

18. Customer Data and Confidentiality

18.1 Limited data. To let you fulfill orders, we share limited Customer information with you, such as the Customer's first name, the items ordered and the delivery window, and for Experiences, guest names ("Customer Data").

18.2 Permitted use. You may use Customer Data only to prepare and fulfill the specific order or Experience, to meet your legal duties such as a recall, and to respond to us about that order. You must not:

18.3 Security. Protect Customer Data with reasonable safeguards. Tell us without delay, and within [48 hours], if you learn of any unauthorized access to or loss of Customer Data. You must comply with privacy laws that apply to you. Our handling of personal information, including yours, is described in the Privacy Policy.

18.4 Confidential information. Each party may receive non-public information from the other, such as rates, business plans, sales data and technical details. The receiving party must keep it confidential, use it only for this Agreement, and share it only with staff and advisers who need it and are bound to keep it confidential. This does not apply to information that is public through no fault of the receiving party, was already lawfully known, or was developed independently. A party may disclose information when the law requires, after giving notice to the other party where allowed.

18.5 Platform data. We may use data about your sales and performance on the Platform to operate, analyze and improve our services, and to create aggregated information that does not identify you.

19. Items Purchased From Eggs & Milks

19.1 Separate purchases. We may offer equipment, packaging, labels, kitchen tools and other items or services for sale to sellers. Each purchase is governed by the separate terms shown at the time of purchase, together with this Section.

19.2 As is. Unless the separate terms or a manufacturer's warranty say otherwise, these items are sold "as is" and "as available". We pass through to you any manufacturer's warranty to the extent we are able to.

19.3 Your responsibility. You are responsible for deciding whether an item suits your Products and for using it safely and lawfully. Using our packaging or equipment does not make your Products compliant and does not shift responsibility for your Products to us.

19.4 Payment. You authorize us to deduct the price of items you order from your payouts, or to charge another payment method you provide.

20. Your Representations and Warranties

20.1 You represent and warrant, at all times while you use the Platform, that:

21. Indemnification

21.1 Your indemnity. You will defend, indemnify and hold harmless Eggs & Milks, its affiliates, and their officers, directors, employees and agents from and against all third-party claims, demands, actions and regulatory proceedings, and all resulting losses, damages, fines, penalties, costs and expenses, including reasonable attorneys' fees, that arise out of or relate to:

21.2 Exception. You are not required to indemnify us to the extent a claim is caused by our own negligence or willful misconduct.

21.3 Process. We will tell you about a claim within a reasonable time. A delay does not release you except to the extent it harms your defense. We may choose to control the defense with counsel of our choice, at your expense. You must not settle a claim in a way that admits fault for us or places obligations on us without our written consent.

22. Disclaimers

22.1 As is. The Platform, the Seller app and all services we provide are offered "as is" and "as available". To the fullest extent the law allows, we disclaim all warranties, whether express, implied or statutory, including implied warranties of merchantability, fitness for a particular purpose, title and non-infringement.

22.2 No guarantees. We do not promise that the Platform will be uninterrupted, secure or error-free, that you will receive any number of orders or any level of revenue, that a Product will be approved, or that any Customer, Delivery Partner or carrier will act in a particular way.

22.3 Third parties. Delivery Partners, carriers, Stripe and other service providers are independent third parties. Except as stated in Section 12.6, we are not responsible for their acts or omissions.

22.4 Not advice. Guidance, training materials, templates and suggestions that we provide are general information only. They are not legal, tax, food safety or regulatory advice.

23. Limitation of Liability

23.1 Excluded damages. To the fullest extent the law allows, Eggs & Milks and its affiliates, officers, directors, employees and agents will not be liable to you for any indirect, incidental, special, consequential, exemplary or punitive damages, or for lost profits, lost revenue, lost business, lost goodwill, spoiled inventory or lost data, even if we were told that such damages were possible.

23.2 Cap. To the fullest extent the law allows, our total liability to you for all claims arising out of or relating to this Agreement or the Platform will not be more than the greater of (a) the total markup and commissions we earned from your sales in the [6] months before the event that gave rise to the claim, and (b) [LIABILITY CAP AMOUNT].

23.3 What is not limited. Sections 23.1 and 23.2 do not limit our duty to pay you payouts that are properly due under Section 11, or liability that cannot be limited by law.

23.4 Basis of the bargain. These limits apply to every theory of liability, including contract, tort, negligence, strict liability and statute. They apply even if a remedy fails of its essential purpose. The rates we charge reflect this allocation of risk.

23.5 Time limit. To the extent the law allows, you must bring any claim against us within [one year] after the claim arose.

24. Term, Suspension and Termination

24.1 Term. This Agreement starts when you accept it and continues until it is ended under this Section.

24.2 Ending by you. You may end this Agreement at any time by closing your account in the Seller app (Account > Delete my account) or by emailing sellers@eggsandmilks.com. You can close your account only when no orders or bookings are in progress. You must first fulfill, or arrange with us to cancel, all open orders, catering orders and Experience bookings.

24.3 Ending by us for convenience. We may end this Agreement for any reason by giving you at least [30] days' written notice.

24.4 Suspension or ending by us for cause. We may suspend your account or end this Agreement at once if any ground in Section 13.4 applies, if you materially breach this Agreement, if you fail to complete or keep up verification with us or Stripe, if you become insolvent, or if the law requires it. Section 13 describes notice and appeals.

24.5 Effect of termination. When this Agreement ends:

24.6 Account deletion. When your account is deleted, we erase or anonymize your personal details as described in the Privacy Policy. We keep transaction, tax and compliance records for as long as the law requires.

24.7 Survival. Sections that by their nature should continue after termination do so. These include Sections 5, 7.8, 7.9, 10, 11.5 to 11.9, 12, 16.1, 17.2, 18, 20, 21, 22, 23, 24.5 to 24.7, 25, 26 and 27.

25. Dispute Resolution, Arbitration and Class Action Waiver

Please read this Section carefully. It affects your legal rights. It requires most disputes to be resolved by binding individual arbitration and not in court. You and Eggs & Milks each give up the right to a trial before a judge or jury and the right to take part in a class action.

25.1 Informal resolution first. Before starting arbitration or a court case, the party with a dispute must send the other a written notice that describes the dispute, the facts and the remedy sought, with the sender's name and contact details. Send notices to us at legal@eggsandmilks.com or by mail to [COMPANY ADDRESS]. We will send notices to the email address on your account. The parties will try in good faith to resolve the dispute for [INFORMAL RESOLUTION PERIOD: 60 DAYS PROPOSED] after the notice is received. Any limitation period is paused during that time. Neither party may start an arbitration or court case until that period has ended.

25.2 Agreement to arbitrate. If the dispute is not resolved informally, you and Eggs & Milks agree that any dispute, claim or controversy arising out of or relating to this Agreement, the Platform, your Products or Experiences, payouts, or the relationship between you and us, including claims that arose before you accepted this Agreement, will be resolved only by final and binding arbitration. This applies to claims based on contract, tort, statute, fraud or any other legal theory.

25.3 Exceptions. Either party may:

25.4 Class action waiver. You and Eggs & Milks may bring claims against each other only in an individual capacity. Neither may act as a plaintiff or class member in any class, collective, consolidated or representative proceeding. The arbitrator may not combine the claims of more than one seller and may award relief only to the individual party seeking it and only to the extent needed to resolve that party's claim.

25.5 Rules and administrator. The arbitration will be administered by [ARBITRATION PROVIDER] under its commercial arbitration rules in force when the arbitration is filed, as changed by this Section. A single neutral arbitrator will decide the dispute. The Federal Arbitration Act governs the interpretation and enforcement of this Section.

25.6 Arbitrator's authority. The arbitrator decides all issues in the dispute, including whether a claim is subject to arbitration. A court, and not the arbitrator, decides whether the class action waiver in Section 25.4 is enforceable. The arbitrator may award any individual remedy that a court could award, subject to the limits in this Agreement, and must give a short written decision with reasons.

25.7 Location and format. The arbitration will take place in the county where your business is located, in [COUNTY], New Jersey, or by telephone or video, as you and we agree or as the arbitrator directs. For small claims, the arbitration may be decided on written submissions.

25.8 Fees. Filing, administration and arbitrator fees are allocated under the administrator's rules. Each party pays its own attorneys' fees unless the law or this Agreement provides otherwise. The arbitrator may award fees against a party that brings a frivolous claim.

25.9 Right to opt out within 30 days. You may opt out of this arbitration agreement. To do so, email legal@eggsandmilks.com or write to [COMPANY ADDRESS] within 30 days after you first accept this Agreement. The notice must state your name, your business name, the email address on your Seller account, and a clear statement that you opt out of arbitration. If you opt out, Sections 25.2 to 25.8 do not apply to you, and disputes will be heard in the courts named in Section 26.2. Opting out does not affect any other part of this Agreement, and we will not treat you differently because you opted out.

25.10 Severability. If the class action waiver in Section 25.4 is found unenforceable for a particular claim or remedy, that claim or remedy will be heard in court after the arbitration of all other claims is finished. If any other part of this Section is found unenforceable, the rest remains in force.

25.11 Changes to this Section. If we change this Section after you accept this Agreement, other than a change to our notice address, you may reject the change by emailing legal@eggsandmilks.com within 30 days of our notice. In that case the version of this Section that you last accepted continues to apply.

25.12 Jury trial waiver. To the extent the law allows, if a dispute proceeds in court for any reason, you and Eggs & Milks each waive the right to a jury trial.

26. Governing Law and Courts

26.1 Governing law. The laws of the State of New Jersey govern this Agreement and any dispute arising from it, without regard to conflict of law rules. The Federal Arbitration Act governs Section 25.

26.2 Courts. For any dispute that is not subject to arbitration, you and Eggs & Milks agree to the exclusive jurisdiction of the state and federal courts located in New Jersey, and each party waives any objection to that venue.

27. General Terms

27.1 Entire agreement. This Agreement, with any addendum and the documents it refers to, is the whole agreement between you and us about selling on the Platform. It replaces earlier agreements and discussions on that subject.

27.2 Assignment. You may not assign or transfer this Agreement or your account without our written consent. A change of control of your business counts as an assignment. We may assign this Agreement to an affiliate or to a successor in a merger, sale or reorganization.

27.3 Notices. We may give you notice by email to the address on your account, by push notification or by a message in the Seller app. Notices are treated as received when sent. Send notices to us at sellers@eggsandmilks.com. Legal notices must go to legal@eggsandmilks.com and by mail to [COMPANY ADDRESS].

27.4 Electronic communications. You agree to receive agreements, notices and records from us electronically, and you agree that electronic acceptance has the same effect as a signature on paper.

27.5 Severability. If a court or arbitrator finds part of this Agreement unenforceable, that part will be changed as little as needed to make it enforceable, and the rest stays in force. Section 25.10 applies to Section 25.

27.6 No waiver. If we do not enforce a right at one time, we may still enforce it later. A waiver is effective only if it is in writing.

27.7 Force majeure. Neither party is liable for a delay or failure caused by events beyond its reasonable control, such as severe weather, natural disaster, epidemic, power or internet failure, government action, labor dispute or carrier disruption. This does not excuse payment of amounts already due or any food safety duty.

27.8 No third-party beneficiaries. This Agreement is for the benefit of you and us only. Customers and Delivery Partners have no rights under it, except that the persons named in Section 21.1 may rely on Section 21 and Section 23.

27.9 Language and headings. We may provide translations for convenience. The English version controls. Headings are for reference only. "Including" means "including without limitation".

27.10 Relationship to law. Nothing in this Agreement takes away a right that the law says cannot be waived by contract.

28. Contact

28.1 Questions about this Agreement, your account, orders or payouts: sellers@eggsandmilks.com.

28.2 Legal notices: legal@eggsandmilks.com, and by mail to [COMPANY LEGAL NAME], [COMPANY ADDRESS].

28.3 Privacy questions: privacy@eggsandmilks.com.