Locavana Marketplace and Delivery Facilitator Agreement

1. Definition of Services and Relationships

1.1 Marketplace Facilitator Status

It is explicitly understood and agreed that Locavana's role in all transactions is limited to that of a marketplace facilitator and delivery service provider. To ensure complete clarity regarding this relationship:

• Locavana operates exclusively as a technology platform and delivery service that connects vendors directly with customers
• Locavana is not, under any circumstances, a retailer, reseller, wholesaler, or distributor of products
• All sales transactions occur directly between Vendor and customer, with Locavana serving only as a facilitator
• Vendor maintains full ownership and title to all products until they are received by the customer
• Locavana never takes ownership of or title to any products at any point in the transaction process

1.2 Delivery Service Provider Role

When providing delivery services, Locavana's role is specifically defined as follows:

• Locavana functions as an independent delivery service provider, similar to other courier or delivery services
• Physical handling of products during delivery does not constitute ownership or possession
• Delivery services may be utilized independently of marketplace services
• Standard transit insurance is provided solely for protection against damage during the delivery process
• Temperature monitoring, maintenance, and logging during transit is provided as part of the delivery service and documentation and monitoring logs are available upon request

1.3 Payment Processing Structure

The handling of payments through the platform is structured as follows:

• All customer payments are legally considered received by Vendor at the moment of purchase
• Locavana processes payments solely as Vendor's limited payment agent
• Service fees are automatically deducted before remittance to Vendor
• Remaining funds are remitted to Vendor within two business days of transaction completion or the clearance of payment funds, whichever comes last
• Clear documentation of all transactions and fee calculations is provided to Vendor

2. Food Safety and Regulatory Compliance

2.1 Temperature Control and Monitoring

Vendor agrees that while food products are in Vendor's possession, they will abide by strict temperature control requirements and other food safety practices and regulations:

• Cold Food Requirements:
  • Must be maintained at or below 41°F (5°C)
  • Continuous temperature monitoring required
  • Temperature logs must be maintained where applicable
  • Appropriate refrigeration equipment required when applicable
• Frozen Food Requirements:
  • Must be maintained at or below 0°F (-18°C)
  • No thawing and refreezing permitted
  • Proper freezer equipment required
  • Temperature monitoring systems mandatory
• Hot Food Requirements:
  • Must be maintained at or above 135°F (57°C)
  • Proper heating equipment required
  • Temperature verification before pickup
  • Documentation of temperature maintenance

2.2 Product Packaging and Labeling Requirements

All products must meet comprehensive packaging and labeling standards:

• Packaging Requirements:
  • Food-grade materials only
  • Tamper-evident seals where applicable
  • Appropriate barrier protection
  • Leak-proof containers for liquid products
  • Insulated packaging for temperature-sensitive items
• Required Label Information:
  • Product name and description
  • Complete ingredient list in descending order
  • Allergen warnings in bold text
  • Net weight or volume in both metric and standard measures
  • Vendor name, address, and contact information
  • Production or packaging date
  • Lot or batch number for traceability
  • Storage instructions and shelf life information

Service Fees and Payment Terms

3.1 Fee Structure

Locavana charges service fees for use of its platform and services. These fees are subject to change as follows:

• Service Fee Components:
  • Marketplace facilitation fees for platform services
  • Payment processing fees
  • Delivery service fees where applicable
  • Additional service fees as specified in the Vendor Portal
• Fee Communication:
  • Current fee structure is available in the Vendor Portal
  • Fees are clearly displayed before each transaction
  • Itemized fee breakdowns provided in all settlements
• Fee Modifications:
  • Locavana reserves the right to modify fees at any time
  • Fee changes will be communicated with 30 days' notice
  • Notice will be provided via email and Vendor Portal
  • Continued use of platform after fee changes constitutes acceptance

3.2 Payment Processing

Payment processing and settlement occurs as follows:

• Settlement Schedule:
  • Customer payments are processed upon transaction completion
  • Applicable fees are automatically deducted
  • Net proceeds are remitted to Vendor's designated account
  • Settlement timing specified in Vendor Portal
• Fee Calculation:
  • Fees calculated as percentage of transaction value
  • Different fee tiers may apply based on service level
  • Volume discounts may be available as specified in Vendor Portal
  • Additional fees may apply for special services or features

3.3 Right to Modify Services

• Service Modifications:
  • Locavana may modify, add, or remove services at any time
  • Service changes will be communicated with reasonable notice
  • Different fee structures may apply to new or modified services
  • Vendors may opt out of additional services

4. Liability and Indemnification

Vendor explicitly agrees to the following liability and indemnification terms:

• Product Liability:
  • Vendor assumes full responsibility for product quality and safety
  • Vendor maintains liability for all product-related claims
  • Product safety and compliance remain Vendor's responsibility
  • Quality assurance is solely Vendor's obligation
• Indemnification Requirements:
  • Vendor shall defend and indemnify Locavana against all claims
  • Coverage includes legal fees and settlement costs
  • Product liability claims shall be fully covered by Vendor
  • Regulatory compliance issues remain Vendor's responsibility

5. Term and Termination

This Agreement operates under the following terms:

• Duration and Renewal:
  • Month-to-month agreement with no minimum term
  • Automatic renewal unless terminated
  • Immediate termination rights for safety violations
• Post-Termination Obligations:
  • Completion of all pending orders
  • Final payment processing and settlement
  • Return of any provided materials or equipment
  • Maintenance of confidentiality obligations