Provider Agreement

1. Definitions

This Provider Agreement (“Agreement”) is entered into by and between Vine and Grove LLC, a Washington limited liability company (“Company,” “Vine & Grove,” “we,” “us,” or “our”), and you, the provider (“Provider,” “you,” or “your”). This Agreement supplements and is incorporated into the Terms of Service.

Key terms used in this Agreement:

• “Platform” means the Vine & Grove website at vineandgrove.com, mobile applications, and all related services.
• “Provider” means any individual or business entity that lists products or services for sale on the Platform.
• “Neighbor” means any individual who purchases products or services through the Platform.
• “Community Leader” means a volunteer appointed by the Company to manage and moderate a local community on the Platform.
• “Listing” means any product or service listed for sale on the Platform by a Provider.
• “Transaction” means any completed purchase of a Listing by a Neighbor through the Platform.
• “Community Investment Fee” means the 10% fee charged to the Neighbor on top of the transaction amount.
• “Subscription Fee” means the monthly fee for the Provider's chosen subscription plan.

2. Independent Contractor Relationship

2.1 Status

You are an independent contractor and not an employee, agent, partner, or joint venturer of Vine & Grove. Nothing in this Agreement shall be construed to create an employment, partnership, joint venture, or agency relationship between you and the Company.

2.2 No Authority

You have no authority to bind the Company, enter into agreements on behalf of the Company, or represent yourself as an agent or employee of the Company. You shall not make any statements, representations, or commitments on behalf of the Company.

2.3 Taxes and Benefits

As an independent contractor, you are solely responsible for all taxes arising from your activities on the Platform, including income tax, self-employment tax, sales tax, and any other applicable taxes. You are not entitled to any employee benefits, including health insurance, retirement benefits, workers' compensation, or unemployment insurance from the Company.

3. Provider Obligations

3.1 Verification Checklist

Before your shop goes live on the Platform, you must complete the following verification requirements:

3.2 Ongoing Obligations

As a Provider, you agree to:

• Maintain accurate and up-to-date listing information, including product descriptions, prices, images, and availability
• Fulfill all orders in a timely manner and at the agreed-upon pickup location and time
• Communicate promptly with Neighbors regarding orders, questions, and issues
• Comply with all applicable local, state, and federal laws, regulations, and licensing requirements
• Obtain and maintain all necessary permits, licenses, and certifications for your products or services (e.g., cottage food permits, food handler certifications, business licenses)
• Maintain appropriate food safety and handling practices where applicable
• Respond to customer inquiries within 48 hours
• Honor your published refund and cancellation policies
• Keep your Stripe account in good standing

3.3 Prohibited Products and Services

You may not list or sell products or services that:

• Are illegal under federal, state, or local law
• Are counterfeit, stolen, or misrepresented
• Violate the intellectual property rights of others
• Are recalled or deemed unsafe by regulatory authorities
• Are alcohol, tobacco, firearms, or controlled substances
• Are live animals
• Violate our Terms of Service or Community Guidelines

4. Fees and Payment

4.1 Subscription Plans

You must maintain an active subscription to list products or services on the Platform. All plans include a 60-day free trial beginning on account creation.

4.2 Community Investment

Providers pay $0 in transaction fees and receive 100% of their listed price. A 10% Community Investment is charged to the Neighbor on top of the order subtotal. This fee supports the Platform (8%) and local community programs (2%). There are no hidden fees or additional processing charges to the Provider.

4.3 60-Day Free Trial

All subscription plans include a 60-day free trial that begins on account creation. During the trial period, you have full access to all features of your chosen plan. Your subscription billing begins automatically after the trial period ends. You may cancel at any time during the trial with no charge.

4.4 Payment Processing

Payments from Neighbors are processed through Stripe. You receive 100% of your listed price — the 10% Community Investment fee is charged separately to the Neighbor. Funds are deposited to your connected Stripe account on a regular payout schedule (typically weekly).

4.5 Referral Credits

Provider may earn referral credits by referring new Providers to the Platform. Provider referral credits ($29) are issued after the referred Provider's first transaction payment clears.

Annual Cap: Referral credits are limited to five (5) referrals per calendar year, for a maximum of $145 in annual referral credits. The referral year resets on January 1 of each calendar year.

Providers who reach the annual referral cap are encouraged to apply as Community Leaders to earn ongoing revenue share (2% of community orders, paid quarterly) with no annual cap.

Credits never expire and are automatically applied to Provider's next subscription payment.

4.6 Subscription Changes

You may upgrade or downgrade your subscription plan at any time. Upgrades take effect immediately with prorated billing. Downgrades take effect at the end of the current billing period. If you downgrade to a plan with fewer allowed Listings than you currently have, you must deactivate excess Listings before the change takes effect.

5. Refunds and Disputes

5.1 Provider Refund Policies

You must establish and clearly display a refund and cancellation policy on your shop page. You are responsible for honoring your published policy. Your refund policy must comply with applicable consumer protection laws.

5.2 Dispute Resolution Process

Disputes between Providers and Neighbors follow this escalation process:

1. Direct Resolution: You should attempt to resolve the issue directly with the Neighbor through the Platform's messaging system.
2. Community Leader Mediation: If direct resolution fails, either party may escalate to the Community Leader for mediation.
3. Vine & Grove Support: If Community Leader mediation fails, the dispute is escalated to Vine & Grove support for review.
4. Binding Arbitration: If all prior steps fail, the dispute will be resolved through binding arbitration as described in the Terms of Service.

5.3 Chargebacks

In the event of a chargeback initiated by a Neighbor's payment provider, the disputed amount may be debited from your account. You agree to cooperate with the Company in responding to chargebacks, including providing documentation and evidence of order fulfillment.

6. Content and Intellectual Property

6.1 Your Content

You retain ownership of all content you create and upload to the Platform, including product descriptions, images, logos, and your business story. By uploading content, you grant the Company a worldwide, non-exclusive, royalty-free license to use, display, reproduce, and distribute your content in connection with operating and promoting the Platform.

6.2 Content Standards

All content you submit must:

• Be accurate, truthful, and not misleading
• Be original or properly licensed for your use
• Not infringe on the intellectual property rights of others
• Not contain false claims about your products or services
• Comply with applicable advertising and labeling laws
• Follow our Community Guidelines

6.3 Company Intellectual Property

You may not use the Vine & Grove name, logo, or other trademarks except as necessary to identify your participation on the Platform (e.g., “Find us on Vine & Grove”). Any other use of Company intellectual property requires prior written permission.

7. Representations and Warranties

By entering into this Agreement, you represent and warrant that:

• You are at least 18 years old and can form a legally binding contract
• You have the legal authority to operate your business and sell your products or services
• All information you provide to the Company is accurate, current, and complete
• You hold all necessary licenses, permits, and certifications required by applicable law
• Your products and services comply with all applicable health, safety, and quality standards
• You will comply with all applicable local, state, and federal laws and regulations
• You will not use the Platform to sell any prohibited products or services
• You have the right to grant the licenses described in this Agreement
• Your use of the Platform will not violate any agreement you have with a third party

8. Indemnification

You agree to indemnify, defend, and hold harmless Vine and Grove LLC, its officers, directors, employees, agents, and affiliates from and against any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising out of or related to:

• Your products or services, including product liability claims, food safety claims, and personal injury claims
• Your breach of this Agreement or the Terms of Service
• Your violation of any applicable law, regulation, or third-party right
• Any dispute between you and a Neighbor
• Your tax obligations, including failure to collect or remit required taxes
• Your content on the Platform, including intellectual property infringement claims
• Your failure to maintain required licenses, permits, or certifications

9. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, VINE AND GROVE LLC SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO LOSS OF REVENUE, PROFITS, BUSINESS, DATA, OR GOODWILL. THE COMPANY'S TOTAL LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID BY YOU TO THE COMPANY IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE LIABILITY.

The Company does not guarantee any level of sales, revenue, or exposure through the Platform. Results depend on market conditions, product quality, pricing, and other factors outside the Company's control.

10. Termination

10.1 Termination by Provider

You may terminate this Agreement at any time by canceling your subscription and closing your Provider account through your account settings. Upon termination:

• Your Listings will be immediately removed from the Platform
• You must fulfill all pending orders
• Any outstanding payouts will be processed on the next regular payout cycle
• Your subscription will not renew, but no refund will be issued for the remaining period

10.2 Termination by Company

We may suspend or terminate your account immediately, with or without notice, for:

• Violation of this Agreement, the Terms of Service, or Community Guidelines
• Fraudulent or deceptive conduct
• Repeated customer complaints or low ratings
• Failure to fulfill orders or respond to customer inquiries
• Selling prohibited products or services
• Failure to maintain required licenses or permits
• Non-payment of Subscription Fees
• Any other reason at our sole discretion

10.3 Effect of Termination

Upon termination, Sections 6 (Content and IP), 7 (Representations), 8 (Indemnification), 9 (Limitation of Liability), 11 (Non-Circumvention), and 12 (General Provisions) shall survive.

11. Non-Circumvention

During the term of this Agreement and for twelve (12) months after termination, you agree not to:

• Solicit or encourage Neighbors you connected with through the Platform to conduct transactions outside the Platform for the purpose of avoiding Platform Fees
• Provide contact information or external purchase links in your Listings, profile, or messages for the purpose of directing transactions off-platform
• Use information obtained through the Platform to market competing services directly to Neighbors

This restriction does not prevent you from: (a) maintaining your own website, social media presence, or other sales channels; (b) serving customers who independently find you outside the Platform; or (c) communicating with Neighbors about topics unrelated to off-platform transactions.

12. General Provisions

12.1 Entire Agreement

This Agreement, together with the Terms of Service and Privacy Policy, constitutes the entire agreement between you and the Company regarding your use of the Platform as a Provider.

12.2 Modifications

We reserve the right to modify this Agreement at any time. We will notify you of material changes by email and by posting a notice on the Platform at least 30 days before the changes take effect. Your continued use of the Platform after the effective date of any modification constitutes acceptance of the modified Agreement.

12.3 Severability

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

12.4 Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of Washington, without regard to its conflict of law principles.

12.5 Dispute Resolution

Disputes arising under this Agreement shall be resolved in accordance with the dispute resolution provisions in the Terms of Service, including binding arbitration and the class action waiver.

12.6 Notices

We will send notices to the email address associated with your Provider account. You may send notices to us at legal@vineandgrove.com or by mail to the address listed in Section 13.

12.7 Assignment

You may not assign or transfer this Agreement without our prior written consent. We may assign this Agreement without restriction.

13. Acceptance

By creating a Provider account on Vine & Grove, you acknowledge that you have read, understood, and agree to be bound by this Provider Agreement, the Terms of Service, and the Privacy Policy. Your electronic acceptance during the onboarding process constitutes your legally binding signature to this Agreement.

If you have any questions about this Agreement, please contact us before creating your Provider account: