Marketplace Terms of Service

1. Who we are and accepting these Terms

These Marketplace Terms of Service (the “Terms”) are a binding agreement between you and [SFH LEGAL ENTITY NAME, e.g. ShopFromHome, Inc.] (“SFH”, “ShopFromHome”, “we”, “us”), a company organized in [STATE OF INCORPORATION]. They govern your access to and use of the ShopFromHome mobile applications, the SFH Driver application (together with the Delivery Terms), our websites and any related services (the “Platform”).

By creating an account, placing or accepting an order, listing a product, or otherwise using the Platform, you agree to these Terms, our Privacy Policy, our Delivery Terms (where a delivery is involved) and any policies we link to from them. If you do not agree, do not use the Platform.

Please read Section 16 (Dispute resolution and arbitration) carefully. It requires most disputes to be resolved by binding individual arbitration and waives class actions and jury trials, unless you opt out.

2. SFH is a marketplace venue only

SFH provides a technology platform that lets independent sellers — typically home-based entrepreneurs, cooks, bakers, crafters and other small makers (“Sellers”) — list goods and services, and lets buyers (“Buyers”) discover and order them. Delivery, where offered, is performed by independent delivery operators (“Drivers”).

SFH is not the seller, manufacturer, producer, preparer, distributor, packer, retailer, importer or agent of any product listed on the Platform, and does not take title to or possession of any product. Every listing is created by, and every product is made, prepared, packaged, priced and sold by, the Seller.

SFH does not pre-screen, inspect, test, certify or guarantee products, and does not verify that a Seller holds any license, permit or insurance. Any review SFH performs of a store before it goes live, and any “Featured maker”, plan badge or ranking, is a limited business decision about the Platform — it is not an endorsement, certification, inspection or warranty of the Seller or its products, kitchen, premises or practices.

The contract of sale for every order is formed directly between the Buyer and the Seller. SFH facilitates that transaction (including by collecting payment on the Seller’s behalf where card payment is used), but is not a party to it.

3. Eligibility and accounts

• You must be at least 18 years old (or the age of majority where you live) and able to form a binding contract.
• You must give accurate, current and complete information, keep it up to date, and keep your password secure. You are responsible for all activity on your account.
• One person may not hold multiple accounts to evade limits, strikes, suspensions or bans.
• Business accounts must be opened by someone authorized to bind the business.

4. Seller terms

4.1 Independent businesses. Sellers are independent businesses. Nothing in these Terms creates a partnership, joint venture, franchise, employment or agency relationship between SFH and any Seller. Sellers decide what to make, how to make it, their prices (subject to Platform fees), their hours and whether to accept an order.

4.2 Seller responsibility. Each Seller is solely responsible for, and represents and warrants that it will comply with, all laws and requirements that apply to its business and products, including:

• Cottage-food, home-kitchen, food-handler, food-safety and health-department rules (including any limits on which foods may be sold from home, sales caps, registration, inspections and permits);
• Accurate product descriptions, ingredient lists and allergen disclosures, required labels (e.g. “Made in a home kitchen that is not inspected by the health department” where required), and safe preparation, storage, temperature control and packaging suitable for transport;
• Business licenses, permits, zoning and home-occupation rules, and any required insurance;
• Collecting and remitting all applicable sales, use and income taxes, except where SFH is legally required to collect them as a marketplace facilitator;
• Product safety, recalls, intellectual-property rights and consumer-protection law.

4.3 Prohibited items. Sellers may not list illegal, recalled, counterfeit, stolen or hazardous items; alcohol, tobacco, cannabis or other age-restricted or controlled products; weapons; live animals; prescription drugs or supplements making medical claims; adult content; or any item we prohibit in our marketplace guidelines.

4.4 Store plans. SFH offers store plans (currently Free, Basic and Plus) with different features and limits. The Free plan allows a limited number of active listings (currently 4). If your store moves to a plan with a lower limit, SFH will automatically pause listings beyond the limit. Plan features, limits and prices may change on notice. Paid plans, when offered, renew automatically until cancelled and fees are non-refundable except where required by law.

4.5 Fees and payouts. Sellers pay the commissions and fees shown in the app at the time of the order. Where SFH collects payment on a Seller’s behalf, SFH acts as the Seller’s limited payment-collection agent; payment to SFH satisfies the Buyer’s payment obligation to the Seller. Payouts may be delayed or withheld for suspected fraud, chargebacks, refunds, disputes or breaches of these Terms.

4.6 Seller indemnity. Sellers will defend, indemnify and hold harmless SFH and its officers, directors, employees and agents from all claims, damages, losses, penalties and costs (including reasonable attorneys’ fees) arising out of or related to their products, listings, premises, food handling, compliance with law, taxes or breach of these Terms — including claims of illness, injury, allergic reaction or property damage.

5. Buyer terms

5.1 Buying from independent sellers. Products are made by independent home businesses, often in kitchens and workshops that are not commercially inspected. Read each listing carefully. If you have allergies, dietary restrictions or health concerns, contact the Seller before ordering — SFH cannot guarantee that a product is free of any allergen or ingredient, or that information in a listing is accurate.

5.2 After handoff. Once an order is handed to you (or left at your address following your instructions), you are responsible for storing, refrigerating, reheating and consuming it safely and promptly.

5.3 Inspect your order. Check your order on receipt. Problems with an order should be reported through Help & support in the app within 24 hours of delivery or pickup, with photos where possible.

6. Orders, prices, payments, cancellations and refunds

Prices are set by Sellers. Buyers also pay any delivery fee and service fee displayed at checkout. All amounts are shown before you confirm an order. An order is accepted only when the Seller confirms it.

Card payments are processed by our third-party payment processor (currently Stripe); SFH does not store full card numbers. Cash orders are paid directly to the Driver or Seller at handover, and the cash payee is responsible for it.

Buyers may cancel an order until the Seller starts preparing it, as shown in the app. After that, cancellations and refunds are at the Seller’s discretion, subject to applicable law. SFH may — but is not obligated to — issue a refund, credit or other goodwill remedy, and doing so is not an admission of liability.

Disputes between Buyers and Sellers. Buyers and Sellers should first try to resolve issues with each other. Either may open a dispute through Help & support; the other party will be able to see and respond to it. SFH may review the information provided and decide on a refund or other outcome in its reasonable discretion, but SFH is not a court, arbitrator or guarantor, and its decision does not limit any rights either party has against the other under law.

Unwarranted chargebacks may result in account restrictions.

7. Delivery

Deliveries are carried out by independent Drivers and are governed by our Delivery Terms, which form part of these Terms. Delivery times are estimates only. SFH is not a transportation or delivery carrier.

8. Your content, reviews and reports

You keep ownership of the photos, descriptions, reviews and messages you submit (“User Content”). You grant SFH a worldwide, non-exclusive, royalty-free, sublicensable license to host, store, reproduce, adapt, display and distribute User Content to operate, promote and improve the Platform, including on store pages and our website.

You are responsible for your User Content and confirm you have the rights to it. Reviews must reflect genuine experiences. We may remove content that violates these Terms or our guidelines.

Anyone can report a listing, store or person they believe breaks our guidelines. We review reports and may take action, but we are not obligated to monitor the Platform or to act on any report.

9. Prohibited conduct

• Breaking the law, infringing others’ rights, or helping anyone else do so;
• Taking transactions that started on SFH off the Platform to avoid fees, or asking to be paid outside SFH;
• Fraud, false or misleading listings or reviews, fake accounts, or manipulating ratings, rankings or plans;
• Harassment, discrimination, threats or abuse toward Buyers, Sellers, Drivers or SFH staff;
• Scraping, reverse-engineering, interfering with or attempting to bypass security, rate limits or access controls of the Platform.

10. Strikes, suspensions and bans

To keep the marketplace safe, SFH may, at its discretion and with or without notice: remove or block listings; issue strikes (recorded warnings that expire over time); temporarily suspend accounts or stores — including automatically when strikes accumulate; permanently ban accounts; withhold payouts pending investigation; and refuse service to anyone. We will usually tell you why and how to appeal through Help & support, unless doing so would be unlawful or create a safety risk.

11. Our intellectual property

The Platform, including its software, design, logos and the ShopFromHome name, is owned by SFH or its licensors and protected by law. We grant you a limited, revocable, non-transferable license to use the Platform for its intended purpose under these Terms. Feedback you give us may be used without obligation to you.

12. Disclaimers

THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE”. TO THE FULLEST EXTENT PERMITTED BY LAW, SFH DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.

SFH MAKES NO WARRANTY OR REPRESENTATION ABOUT ANY PRODUCT, SELLER, DRIVER OR USER, INCLUDING THE QUALITY, SAFETY, HYGIENE, INGREDIENTS, ALLERGENS, NUTRITIONAL CONTENT, LEGALITY, LABELING OR FITNESS OF ANY PRODUCT, OR THE TRUTH OR ACCURACY OF ANY LISTING, REVIEW OR USER CONTENT. Any warranty for a product is given by the Seller alone.

We do not guarantee that the Platform will be uninterrupted, secure or error-free, or that any Seller or Driver will be available.

13. Limitation of liability

TO THE FULLEST EXTENT PERMITTED BY LAW: (A) SFH AND ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, DATA OR GOODWILL; AND (B) SFH IS NOT LIABLE FOR THE ACTS, OMISSIONS, PRODUCTS OR CONDUCT OF ANY SELLER, BUYER, DRIVER OR OTHER THIRD PARTY, INCLUDING ANY ILLNESS, ALLERGIC REACTION, INJURY, DEATH OR PROPERTY DAMAGE ARISING FROM A PRODUCT OR DELIVERY.

SFH’S TOTAL LIABILITY FOR ALL CLAIMS RELATING TO THE PLATFORM OR THESE TERMS WILL NOT EXCEED THE GREATER OF (I) THE FEES YOU PAID TO SFH (NOT INCLUDING AMOUNTS PAID TO SELLERS OR DRIVERS) IN THE 12 MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM, OR (II) US $100.

These limits apply regardless of the theory of liability and even if SFH was advised of the possibility of damages. Some jurisdictions do not allow certain limitations; in those places our liability is limited to the maximum extent permitted, and nothing in these Terms limits liability that cannot be limited by law (such as for gross negligence, willful misconduct or certain personal-injury claims).

14. Indemnification

You will defend, indemnify and hold harmless SFH and its affiliates, officers, directors, employees and agents from any claims, damages, losses and expenses (including reasonable attorneys’ fees) arising out of your use of the Platform, your User Content, your products or deliveries, your violation of these Terms or law, or your dealings with other users.

15. Release

Because SFH is not a party to transactions between users, you release SFH and its affiliates, officers, directors, employees and agents from claims, demands and damages of every kind, known and unknown, arising out of or connected with disputes between you and other users (including Sellers and Drivers), to the fullest extent permitted by law. If you are a California resident, you waive California Civil Code §1542, which says: “A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.”

16. Dispute resolution and arbitration

16.1 Informal resolution first. Before filing a claim, contact us at legal@shopfromhome.app and try to resolve it informally for at least 60 days.

16.2 Binding individual arbitration. Except for small-claims matters and claims for injunctive relief relating to intellectual property, any dispute between you and SFH arising out of or relating to these Terms or the Platform will be resolved by binding individual arbitration administered by the American Arbitration Association under its Consumer Arbitration Rules, governed by the Federal Arbitration Act. The arbitrator, not a court, decides questions of arbitrability.

16.3 Class-action and jury waiver. YOU AND SFH EACH WAIVE THE RIGHT TO A JURY TRIAL AND TO PARTICIPATE IN A CLASS, COLLECTIVE OR REPRESENTATIVE ACTION. Claims may be brought only individually.

16.4 Opt-out. You may opt out of this arbitration agreement by emailing legal@shopfromhome.app within 30 days of first accepting these Terms, with your name, account email and a clear statement that you opt out.

16.5 Governing law and venue. These Terms are governed by the laws of [GOVERNING-LAW STATE], without regard to conflict-of-law rules. Any matter not subject to arbitration will be brought exclusively in the state or federal courts located in [COUNTY, STATE].

17. Termination

You may stop using the Platform and delete your account at any time. We may suspend or terminate your access as described in Section 10. Sections that by their nature should survive termination (including 2, 4.6, 8 and 12–18) survive.

18. Changes and general terms

We may update these Terms. If a change is material, we will give reasonable notice (for example in the app or by email) before it takes effect. Continuing to use the Platform after the effective date means you accept the updated Terms.

These Terms, with the policies they reference, are the entire agreement between you and SFH about the Platform. If any provision is unenforceable, the rest remains in effect. We may assign these Terms; you may not without our consent. Our failure to enforce a provision is not a waiver. Neither party is liable for delays caused by events beyond its reasonable control.

Contact: [SFH LEGAL ENTITY NAME, e.g. ShopFromHome, Inc.], [REGISTERED BUSINESS ADDRESS] · legal@shopfromhome.app