Terms of Service

Effective Date: May 26, 2025

1. Acceptance of These Terms

By accessing or using any website, mobile application, or other online service that we operate (collectively, the "Platform") you agree to be bound by these Terms of Service ("Terms"). If you do not agree, do not access or use the Platform.

2. Who We Are

Locally Grown ("Locally Grown," "we," "us," "our") operates an online marketplace that connects farmers and food producers ("Sellers") with shoppers ("Buyers"). Locally Grown is not a retailer, broker, or shipping carrier and does not take title to goods. We provide the technology, payment rails, and customer‐support tools that allow Sellers and Buyers to transact directly.

3. Eligibility & Account Registration

• You must be at least 18 years old and able to form a binding contract to use the Platform.
• You must create an account and provide accurate, complete, and current information. You are responsible for all activity that occurs under your credentials and for maintaining their confidentiality.
• We may suspend or terminate accounts that violate these Terms or applicable law.

4. Ordering, Payment, and Fees

• Ordering. When you place an order, you are buying directly from the Seller. Order acceptance, fulfillment times, product quality, and compliance with labeling, packaging, or temperature‐control requirements are the Seller's responsibility.
• Payment Processing. Payments are processed by our third-party provider (currently Stripe, Inc.). By transacting, you agree to the payment processor's terms and authorize us to transmit your payment details.
• Marketplace & Service Fees. We may charge Buyers a service fee shown at checkout and deduct a commission from Seller payouts. Fees are non-refundable unless we, in our sole discretion, issue a credit.
• Taxes. Sellers are solely responsible for assessing and remitting any sales, use, or similar taxes. Where required by law we may calculate, collect, and remit taxes on a Seller's behalf.
• Cancellations & Refunds. Each Seller sets its own cancellation and refund policy. Contact the Seller first; if an issue cannot be resolved directly, email us at ja@locallygrown.app and we will try to help.

5. Shipping, Delivery & Pickup

Sellers choose whether to offer farm pickup, local delivery, shipping, or any combination. Risk of loss passes from Seller to Buyer at the hand-off point the Seller designates (e.g., farm gate, doorstep, carrier pickup). Buyers are responsible for promptly accepting perishable items.

6. Seller Obligations

Sellers must:

• Hold all licenses, permits, and insurance required to sell their products.
• Accurately list ingredients, allergens, weights, quantities, origin, and any applicable regulatory claims (e.g., "organic," "grass-fed").
• Prepare, store, and transport products in accordance with federal, state, and local food-safety laws.
• Honor stated fulfillment and cancellation policies.

Locally Grown reserves the right to suspend or remove any listing or Seller that fails to comply.

7. Permitted & Prohibited Conduct

You agree not to:

• Violate any law or regulation.
• Post false, misleading, or defamatory content.
• Infringe or misappropriate any intellectual-property or privacy right.
• Upload viruses or other malicious code.
• Interfere with or disrupt the Platform's security or integrity.

We may take any action we deem necessary, including removing content, suspending accounts, or contacting law enforcement.

8. Intellectual Property

The Platform, including its text, graphics, logos, trademarks, service marks, and code, is owned by Locally Grown or its licensors and is protected by U.S. and international laws. You receive a limited, non-exclusive, revocable license to access and use the Platform for its intended purpose. You may not reverse-engineer or create derivative works without our written consent.

9. User-Generated Content

If you submit reviews, photos, recipes, or other content ("UGC"):

• You grant Locally Grown a worldwide, royalty-free, perpetual, irrevocable, sublicensable license to use, display, reproduce, modify, and distribute that UGC in any media.
• You represent that you own or otherwise control all rights to the UGC and that its posting does not violate these Terms or any rights of third parties.

10. Third-Party Services & Links

The Platform may contain links to third-party websites or services. We do not endorse or control such third parties and are not responsible for their content or practices. You access them at your own risk.

11. Disclaimer of Warranties

THE PLATFORM AND ALL PRODUCTS SOLD THROUGH IT ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED.

To the maximum extent permitted by law, we disclaim all warranties of merchantability, fitness for a particular purpose, title, quiet enjoyment, and non-infringement, and we do not guarantee that the Platform will be uninterrupted or error-free.

12. Limitation of Liability

To the fullest extent permitted by law:

• Locally Grown will not be liable for any indirect, incidental, special, consequential, or punitive damages, or for any loss of profits, data, goodwill, or other intangible losses.
• Our aggregate liability arising out of or relating to the Platform or these Terms will not exceed the greater of (a) $100 or (b) the total amount of fees we received from you in the 12 months preceding the claim.

Some jurisdictions do not allow certain disclaimers or limitations; in such jurisdictions, our liability will be limited to the maximum extent permitted by law.

13. Indemnification

You agree to indemnify, defend, and hold harmless Locally Grown, its officers, directors, employees, and agents from and against any claims, damages, obligations, losses, liabilities, costs, or debt arising out of: (a) your use of or inability to use the Platform; (b) your violation of these Terms; (c) your violation of any third-party right; or (d) your acts or omissions as a Seller or Buyer.

14. Dispute Resolution & Arbitration

PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR RIGHTS.

• Informal Resolution. Before filing a formal claim, you agree to contact us at ja@locallygrown.app and attempt to resolve the dispute informally.
• Binding Arbitration. If we cannot resolve a dispute within 30 days, either party may elect to have the dispute finally and exclusively resolved by binding arbitration administered by the American Arbitration Association under its Consumer Arbitration Rules.
• Class-Action Waiver. Arbitration will take place on an individual basis; class arbitrations and class actions are not permitted.
• Opt-Out. You may opt out of this arbitration agreement within 30 days of first accepting these Terms by emailing ja@locallygrown.app with your intent to opt out.

15. Governing Law & Venue

These Terms are governed by the laws of the State of North Carolina, without regard to its conflict-of-laws principles. Subject to Section 14, the exclusive venue for any permitted court action is the state and federal courts located in Durham County, North Carolina.

16. Termination

We may suspend or terminate your account or access to the Platform at any time, with or without notice, if we believe you have violated these Terms, misused the Platform, or engaged in fraudulent or illegal activity.

17. Changes to the Terms or Platform

We may update these Terms or modify the Platform at any time. If we make material changes, we'll post the revised Terms and update the "Effective Date." Your continued use of the Platform after changes become effective constitutes acceptance of the new Terms.

18. Severability

If any provision of these Terms is held unenforceable, that provision will be limited or eliminated to the minimum extent necessary; the remaining provisions will remain in full force and effect.

19. Entire Agreement

These Terms, together with our Privacy Policy (incorporated here by reference), constitute the entire agreement between you and Locally Grown regarding the Platform and supersede any prior agreements or understandings. No oral statements or emails modify these Terms unless we formally amend them in writing.

20. Contact Us

Questions, concerns, or notices required by these Terms should be sent to:

Locally Grown
Attn: Legal Department
ja@locallygrown.app