Coop - Local Goods Buyer Agreement

1. Buyer Responsibilities

By using Coop to purchase products, you agree that you:

• Are solely responsible for verifying the safety, legality, and compliance of any product before purchasing or consuming it.
• Understand that Coop does not inspect or verify product quality, legality, or vendor compliance.
• Are responsible for ensuring that the products you purchase comply with your state and local laws.
• Communicate directly with vendors regarding product details, delivery, refunds, and any concerns.
• Assume all risks associated with purchasing and consuming products listed on Coop.
• Handle disputes and refund requests directly with the vendor—Coop does not process transactions or resolve disputes.

2. Prohibited Buyer Activities

Buyers may not use Coop to:

• Purchase restricted or illegal products in violation of local, state, or federal laws.
• Engage in fraudulent activities, chargebacks, or disputes not made in good faith.
• Harass or threaten vendors or other users.
• Attempt to resell counterfeit, restricted, or illegal products purchased through Coop.

Coop reserves the right to suspend or terminate Buyer accounts at its discretion, including but not limited to cases of fraudulent activity, violations of this Agreement, or conduct deemed inappropriate for the platform.

3. Transactions, Payments, and Refunds

• Every purchase is a contract between you and the Vendor — Coop is not a party to it. Card payments are processed by Stripe, with Coop collecting payment on the vendor's behalf. For made-to-order items, your card is authorized at checkout and charged when the seller completes your order.
• Cash orders are paid directly to the vendor when you pick up. Coop records the order but does not collect or hold any money — cash orders have no platform payment protection, and Coop cannot refund, reverse, or recover a cash payment. Resolve any problem directly with the Vendor. Card orders keep the protections that come with paying by card.
• Refund and return policies are set by individual Vendors, and Buyers must resolve issues with the Vendor directly.
• Coop is not responsible for product availability, misrepresentations, defects, delivery issues, or refunds.

4. Assumption of Risk

By using Coop, you acknowledge that:

• Coop does not guarantee the safety, quality, or legality of products listed by Vendors.
• Raw milk, live animals, homemade foods, and other agricultural products carry inherent risks. Buyers assume all risks associated with purchasing and consuming these items.
• Foodborne illnesses, allergies, and product defects are the sole responsibility of the vendor.
• Livestock purchases are final, and Coop does not verify animal health, breed, or conditions.
• Coop is not liable for any damages, injuries, or losses resulting from purchases made through the platform.

5. State Law Compliance Disclaimer

Buyers acknowledge that state laws vary regarding the sale of certain goods, including but not limited to raw milk, live animals, homemade food, and other regulated products. Coop does not provide legal advice or guarantee compliance with state or federal laws.

By purchasing products through Coop, Buyers agree that they are responsible for ensuring that their purchases comply with all applicable state, local, and federal laws.

If a Buyer purchases a product that violates a local, state, or federal law, the Buyer assumes all responsibility for any fines, legal penalties, or regulatory actions that may result. Coop assumes no liability for state law violations by Buyers.

Coop reserves the right to remove any listing at its discretion, including but not limited to those that violate local, state, or federal laws.

6. Indemnification & Hold Harmless

Buyers agree to indemnify, defend, and hold harmless Coop from any legal claims, damages, or liabilities, including but not limited to:

1. Legal actions related to the purchase, consumption, or resale of products obtained through Coop.
2. Health-related claims, including foodborne illnesses, allergic reactions, or livestock-related injuries.
3. Disputes with Vendors regarding product quality, refunds, or misrepresentation.

If Coop incurs legal costs due to Buyer actions, the Buyer is responsible for covering those costs.

7. Governing Law, Disputes & Arbitration

• This Agreement is governed by Missouri law.
• All disputes must be resolved through binding arbitration in Missouri under the American Arbitration Association (AAA).
• Buyers waive their right to sue Coop in court or participate in class-action lawsuits.

8. Right to Modify Terms

Coop reserves the right to modify this Buyer Agreement at any time. Continued use of the platform after changes take effect constitutes acceptance of the updated Terms.

9. Force Majeure

Coop shall not be liable for any failure in service due to natural disasters, cyberattacks, government actions, pandemics, or other unforeseen events.

10. Agreement Acceptance

By purchasing or attempting to purchase items through Coop, you acknowledge that:

• You have read, understand, and agree to this Buyer Agreement.
• You assume all risks associated with purchases made through Coop.
• Coop is not liable for disputes, legal violations, or damages related to your purchases.

Coop - Local Goods Vendor Agreement

1. Vendor Responsibilities

By listing products on Coop, you agree that you:

1. Are solely responsible for complying with all applicable federal, state, and local laws regarding product sales, labeling, and business operations.
2. Ensure all products listed for sale are legal, safe, and accurately described.
3. Handle all transactions, refunds, and disputes directly with buyers—Coop does not process orders or payments.
4. Collect and remit all applicable taxes associated with your sales.
5. Indemnify Coop against any legal claims related to your products (see Section 8).

2. Prohibited and Restricted Products

Vendors may not list or sell the following products on Coop, including but not limited to:

• Illegal, stolen, or counterfeit goods.
• Raw (unpasteurized) milk or raw dairy products in states where sales are illegal.
• Live animals, except as explicitly permitted under Section 3.
• Personal services of any kind — such as lessons, cleaning, beauty services, photography, or repairs — including services performed on items the buyer provides (alterations, embroidery, custom printing on customer-owned items).
• Rentals of any kind.
• Goods resold without having been made, grown, raised, or meaningfully transformed by the vendor.
• Alcohol, tobacco, cannabis, or prescription medications.
• Weapons, explosives, or hazardous materials.
• Products that violate intellectual property laws, including counterfeit or trademark-infringing goods.
• Any item that violates federal, state, or local regulations.
• Any product that Coop, in its sole discretion, determines to be inappropriate, dangerous, or otherwise unsuitable for sale on the platform.

Coop is a marketplace for physical goods vendors make, grow, raise, or meaningfully transform — every listing must offer a physical item the buyer takes away. Prepared food, including meal delivery, is allowed where the law allows it.

2.1 Vendor accountability for prohibited listings

• Coop reserves the right to remove any listing at its discretion, including but not limited to those that violate these Terms or applicable laws.
• If a Vendor knowingly lists illegal, misrepresented, fraudulent, or restricted items, they are fully liable for any legal consequences, including but not limited to fines, penalties, and lawsuits.
• Vendors agree to reimburse Coop for any legal expenses incurred as a result of their violation of this Agreement.

3. Live Animal Sales (If Allowed)

If live animal sales are permitted on Coop, Vendors must:

1. Ensure compliance with all laws regarding the sale, transport, and treatment of animals.
2. Provide truthful, accurate descriptions of all live animals listed.
3. Ensure humane treatment and proper care before transfer.
4. Understand that Coop does not verify, inspect, or assume liability for disputes related to live animal transactions.
5. Acknowledge that no pet sales, auctions, or wildlife trafficking are allowed.

4. Raw Milk and Dairy Sales (If Allowed)

If raw milk sales are allowed, Vendors must:

1. Verify that sales are legal in their state and follow all licensing and labeling requirements.
2. Clearly label raw dairy as "RAW MILK – NOT PASTEURIZED."
3. Not sell across state lines (federal law prohibits this).
4. Accept full responsibility for all regulatory compliance and health-related claims.
5. Acknowledge that Coop is not liable for illness, injury, or legal action related to raw dairy sales.

5. State Law Compliance Disclaimer

Vendors acknowledge that state laws vary regarding the sale of certain goods, including but not limited to raw milk, live animals, homemade food, and other regulated products. Coop does not provide legal advice or guarantee compliance with state or federal laws.

By listing products on Coop, Vendors agree that they are solely responsible for ensuring that their products comply with all applicable state, local, and federal laws.

If any product listed on Coop violates a local, state, or federal law, the Vendor is solely responsible for any fines, legal penalties, or regulatory actions that may result. Coop assumes no liability for state law violations by Vendors.

Coop reserves the right to remove any listing at its discretion, including but not limited to those that violate local, state, or federal laws.

6. Transactions, Payments, and Refunds

• Card payments are processed by Stripe. Coop facilitates payment collection on the vendor's behalf. Coop's platform fee is charged to the buyer on top of the vendor's price, and Stripe's card-processing fee is deducted from the vendor's payout (see the Seller Payments Agreement in the app).
• Cash sales and trades are recorded by Coop as ledger entries only — Coop does not collect, hold, or process the money, and is not a settlement agent for cash sales.
• Vendors are solely responsible for reporting all income from their sales, however paid. Any tax form issued by Coop's payment processor (such as a 1099-K) covers card payments only; trades and barter are generally taxable at the fair market value received. Nothing on Coop is tax advice.
• Vendors must set and enforce their own refund and return policies.
• Vendors are responsible for resolving disputes directly with buyers.

7. Your Content & License to Coop

You own the content you upload to Coop — your photos, shop name and description, and listing text. You represent and warrant that you have all rights necessary to upload that content and to grant the license below.

So that Coop can operate and promote the platform, you grant Simple City Software, LLC (the operator of Coop) a non-exclusive, worldwide, royalty-free license — including the right to sublicense to the service providers and advertising platforms Coop uses — to use, reproduce, display, and adapt your content for the purposes of operating, providing, and promoting the platform, including featuring it in Coop's marketing materials.

If you delete content from Coop, this license ends for that content, except that Coop may continue to use marketing materials that were already produced using it.

8. Indemnification & Hold Harmless

Vendors agree to indemnify, defend, and hold harmless Coop from any legal claims, damages, or liabilities, including but not limited to:

1. Legal actions related to the sale of prohibited, unsafe, or unregulated products.
2. Foodborne illness, injury, or damages caused by vendor products.
3. Intellectual property claims related to counterfeit or trademark-infringing goods.

If Coop incurs legal costs due to vendor actions, the vendor is responsible for covering those costs.

9. Governing Law, Disputes & Arbitration

• This Agreement is governed by Missouri law.
• All disputes must be resolved through binding arbitration in Missouri under the American Arbitration Association (AAA).
• Vendors waive their right to sue Coop in court or participate in class-action lawsuits.

10. Right to Modify Terms

Coop reserves the right to modify this Vendor Agreement at any time. Continued use of the platform after changes take effect constitutes acceptance of the updated Terms.

11. Force Majeure

Coop shall not be liable for any failure in service due to natural disasters, cyberattacks, government actions, pandemics, or other unforeseen events.

12. Agreement Acceptance

By listing products on Coop, you acknowledge that:

• You have read, understand, and agree to this Vendor Agreement.
• You are fully responsible for complying with all applicable laws.
• Coop is not liable for disputes, legal violations, or damages related to your listings.