Producer Agreement

Ranch Route provides marketplace software infrastructure only.

Ranch Route:

• Is not a producer, manufacturer, distributor, co-manufacturer, or reseller
• Does not take title to products
• Does not warehouse, process, or physically handle products (unless separately agreed in writing)
• Is not your agent, partner, joint venturer, or employer
• Does not assume regulatory obligations applicable to producers or sellers

Nothing in this Agreement creates a partnership, joint venture, agency, or fiduciary relationship.

Unless expressly agreed otherwise in writing, Producer is the sole seller of record for all products and services listed on the Platform.

As seller of record, Producer is solely responsible for:

• Product quality and safety
• Food handling, processing, and storage
• Regulatory compliance (including USDA, state, and local laws)
• Accurate labeling and product claims
• Sales tax calculation, collection, and remittance (unless marketplace facilitator laws require otherwise)
• Refunds and return obligations
• Chargebacks and customer disputes

Producer represents and warrants that:

• All products comply with applicable federal, state, and local laws
• All required permits and licenses are maintained and valid
• Products are safe for intended consumption
• Labels are accurate and not misleading
• All claims made are truthful and substantiated

These representations survive termination.

Producer is solely responsible for:

• Product recalls
• Contamination claims
• Consumer injury claims
• Regulatory investigations
• Storage and shipping standards

Producer shall immediately notify Ranch Route of any recall event, regulatory action, or food safety concern.

Producer agrees to:

• Cooperate fully with Ranch Route during recall or investigation
• Remove affected listings immediately
• Bear all costs associated with recall, investigation, or corrective action

Producer agrees to pay all marketplace fees and authorize deduction of fees from transaction proceeds.

Producer is solely responsible for:

• Chargebacks, payment disputes, and refund reversals
• Associated processing fees

Producer authorizes Ranch Route to deduct chargebacks and related fees from current or future disbursements, establish and maintain rolling reserves, and delay or withhold payouts as reasonably necessary to protect against financial risk. Reserves may be maintained for up to 180 days after the last transaction.

Producer shall maintain commercial general liability insurance, including product liability coverage, of not less than:

• $1,000,000 per occurrence
• $2,000,000 aggregate

Producer shall name Ranch Route as an additional insured, provide a certificate of insurance upon request, and provide at least 30 days' notice of cancellation or material change. Failure to maintain insurance may result in immediate suspension.

Producer agrees to defend, indemnify, and hold harmless Ranch Route and its affiliates, officers, directors, employees, and agents from and against any claims, damages, liabilities, penalties, fines, losses, costs, and expenses (including attorneys' fees) arising from:

• Product liability or food contamination
• Regulatory violations or mislabeling
• Personal injury or tax violations
• Breach of this Agreement

Producer's duty to defend applies immediately upon notice of a claim. This obligation survives termination.

Producer agrees not to circumvent the Platform to transact directly with Buyers introduced through the Platform, or avoid marketplace fees by conducting off-platform transactions.

This obligation survives termination for a period of 24 months.

Producer agrees to maintain confidentiality of Platform information, use Buyer data solely to fulfill transactions, and comply with applicable data protection laws. Producer shall not use Buyer information for unrelated marketing without consent.

Producer grants Ranch Route a worldwide, non-exclusive, royalty-free, transferable, and sublicensable license to use, reproduce, display, distribute, modify, and create derivative works from any product listings, descriptions, images, trademarks, logos, and other content provided by Producer for purposes of operating the Platform, marketing and promoting the Platform, advertising Producer products, and improving marketplace functionality.

Producer represents and warrants that it owns or has all rights necessary to grant this license. This license survives termination solely for the purpose of maintaining historical transaction records or previously published marketing materials.

Ranch Route may, at its sole discretion and without prior notice, suspend or terminate Producer accounts, remove listings, withhold funds, or delay disbursements.

Grounds include but are not limited to:

• Food safety concerns or regulatory violations
• Customer complaints or chargebacks
• Failure to maintain insurance or non-payment of fees
• Reputational or legal risk

Ranch Route shall not be liable for damages resulting from enforcement actions taken in good faith.

To the fullest extent permitted by law, Ranch Route shall not be liable for indirect, incidental, consequential, special, exemplary, or punitive damages.

Ranch Route's total cumulative liability shall not exceed the greater of: (a) fees paid by Producer in the twelve (12) months preceding the claim; or (b) $100.

Producer acknowledges that Ranch Route acts solely as a technology intermediary and that these limitations are an essential basis of this Agreement.

Please read this section carefully. It requires individual arbitration and waives class and mass action rights.

All disputes arising out of or relating to this Agreement shall be resolved exclusively through final and binding individual arbitration governed by the Federal Arbitration Act, administered by the American Arbitration Association (AAA), conducted by a single arbitrator in the county of Ranch Route's principal place of business.

Producer waives:

• Class actions and collective actions
• Representative proceedings and mass arbitration
• The right to a jury trial

Opt-out permitted within 30 days of execution by written notice to: harrison.vrtis@ranchroute.co. This provision survives termination.