Processor Agreement

Processor is the seller of record for every finished beef product delivered to customers through the Pasture platform. Processor is responsible for harvest, fabrication, packaging, USDA labeling, cold chain storage, transportation arrangement, regulatory compliance, product warranties, recall, and food safety for every product Processor fulfills. Processor confirms each listing price before the listing goes live and is bound by the locked price for orders placed.

Pasture provides software, marketing, customer acquisition, reservation, payment facilitation, settlement administration, and order management services. Pasture acts as a marketplace facilitator and calculates, collects, and remits state and local sales and use tax on Processor's behalf for marketplace sales, in jurisdictions where Pasture is required or has elected to do so. Pasture is not the producer, packer, butcher, warehouse, carrier, or seller of any finished product. Pasture acts as a payment facilitation platform through Stripe Connect and is not a money transmitter.

Processor represents and warrants on a continuing basis that Processor:

• Holds a valid USDA Grant of Inspection or the equivalent state inspection program registration covering every facility used to fulfill Pasture orders, and complies with the Federal Meat Inspection Act (FMIA), the Humane Methods of Slaughter Act (HMSA), and all Pathogen Reduction/HACCP regulations.
• Maintains a written HACCP plan, sanitation SOPs, allergen controls, and an internal recall plan, all current and auditable.
• Holds all state and local licenses, permits, and registrations required to source, process, store, label, transport, and sell beef in every applicable jurisdiction.
• Will provide to Pasture, on request, current Grant of Inspection, most recent FSIS Public Health Information System (PHIS) records, sanitation reports, and insurance certificates.
• Will report to Pasture within 24 hours any FSIS suspension, withdrawal of inspection, Notice of Intended Enforcement, Notice of Suspension, or material adverse food safety finding.

Processor is responsible for the accuracy and lawfulness of every listing connected to Processor's facility, including descriptions, photos, weights, cut sheets, prices, fulfillment timeframes, and any health or origin claims. Once a customer confirms a reserve order, the price for that order is locked and Processor will fulfill at the locked price provided the customer completes the prepayment schedule.

Processor agrees to deliver, on every order, finished packaged take-home weight at or above the listing's guaranteed minimum packaged weight (GMPW). Bulk Protein Inventory listings require a GMPW of at least 40 pounds. Shortfalls below GMPW are made whole to the customer by Pasture per the Refund and Cancellation Policy and are charged back to Processor at the listing's effective per pound rate via the next settlement, unless the shortfall is attributable to producer (live weight) variance, in which case the chargeback is allocated to the producer per the Producer Agreement.

Processor will process and fulfill each order in accordance with the confirmed cut sheet and harvest date. Processor will maintain product temperature within regulatory limits at every stage from chill through courier handoff, and will document temperature monitoring sufficient to support a regulatory audit on request. Risk of loss for finished product remains with Processor until the courier takes custody at the Processor dock and signs the cold chain handoff log. From that point, risk of loss in transit rests with the courier per the Courier Agreement, subject to Processor liability for any defect existing at the time of handoff (including under temperature, mislabeling, or incomplete cut).

Processor will cooperate fully with any voluntary or mandatory recall, notify Pasture within 24 hours of any recall notice or regulatory hold, and provide Pasture the lot, harvest, and label information needed to identify affected customers. Pasture will transmit recall notices to affected customers on the customer dashboard, by email, and by SMS. Processor is responsible for FSIS notification, lot withdrawal, refund of affected product, and any corrective action required by FSIS.

Processor must complete Stripe Connect onboarding before listing or fulfilling orders. By onboarding, Processor agrees to the Stripe Connected Account Agreement and the Stripe Services Agreement. Customer prepayments are processed by Stripe and held under the Stripe infrastructure until Pasture authorizes payout. Pasture earns a platform fee of ten percent of the beef purchase price for each transaction. The platform fee is shown to Processor in the processor dashboard and on each settlement statement.

Processor payout for an order is initiated Net 10 days after delivery is confirmed (cold-chain custody logged and customer signature captured). Until delivery confirmation, the funds for the order remain held within the Stripe payment infrastructure and are not released. Each settlement statement itemizes gross sale, producer share, processor share, platform fee, sales tax remitted by Pasture, courier fee, and net payout.

Clawback. Pasture reserves the right to offset against future settlements any (i) Stripe chargeback or dispute resolved against the Processor, (ii) refund issued to the customer under the Refund and Cancellation Policy that is allocable to Processor, (iii) weight shortfall credit attributable to Processor, (iv) recall or food safety remediation expense, or (v) erroneous overpayment. Pasture will provide notice and an itemization of any clawback. If outstanding clawback exceeds 30 days of expected settlements, Pasture may invoice Processor directly, payable Net 15.

As marketplace facilitator, Pasture calculates, collects, and remits state and local sales and use tax on marketplace sales in each jurisdiction where Pasture is required or has elected to do so. Processor remains responsible for income tax on Processor's net settlement and for any tax obligations on sales made outside the Pasture marketplace. Processor will provide a current Form W 9 and any other tax documentation Pasture requests. Pasture will issue an IRS Form 1099 K to Processor for amounts settled through Stripe per applicable thresholds.

Pasture shares with Processor only the customer information necessary to fulfill the order, including the customer name, contact information, delivery or pickup address, cut preferences, and payment status. Processor may use this information only to fulfill the order, comply with applicable food safety regulations, and provide customer service for that order. Processor may not use customer information for Processor's own marketing without the customer's separate consent.

Processor will maintain, at Processor's expense and at all times during the term: (a) commercial general liability insurance with limits of not less than $1,000,000 per occurrence and $2,000,000 aggregate; (b) product liability insurance with limits of not less than $2,000,000 per occurrence and $4,000,000 aggregate; (c) property/cold-storage coverage adequate to cover inventory in custody; and (d) workers compensation as required by law. Pasture will be named as an additional insured on the CGL and product liability policies and Processor will provide a certificate of insurance evidencing same.

• Processor has full corporate authority to enter into this Agreement.
• Each product Processor fulfills is fit for human consumption, accurately described, lawfully sourced, USDA/state inspected, and compliant with all applicable food safety regulations.
• Processor will not list or fulfill products Processor cannot lawfully sell in the customer's jurisdiction.
• Processor will not engage in deceptive, misleading, or unfair trade practices.

Processor agrees to indemnify, defend, and hold harmless Pasture, its officers, directors, employees, and agents from any claim, demand, loss, liability, or expense, including reasonable attorney fees, arising out of (a) any product Processor fulfills, including any claim for personal injury, illness, foodborne illness, mislabeling, recall, or quality, (b) Processor's breach of this Agreement or any applicable law, (c) any state or local tax obligation arising from Processor's non-marketplace sales, or (d) any third party claim relating to Processor's business operations.

Pasture is not liable for the quality, condition, weight, yield, packaging, labeling, cold chain handling, transportation, timeliness, regulatory compliance, or any other aspect of Processor performance. Pasture's aggregate liability under this Agreement is limited to the platform fees actually received by Pasture from Processor in the trailing twelve months. Pasture is not liable for any indirect, incidental, special, consequential, exemplary, or punitive damages.

This Agreement begins when Processor is approved on the platform and continues until terminated. Either party may terminate for convenience on thirty days written notice. Pasture may suspend or terminate immediately for cause, including any breach of this Agreement, any food safety incident, any FSIS suspension or withdrawal of inspection, any failure to maintain required licenses or insurance, or any conduct that creates risk for customers, producers, couriers, or the platform. Termination does not affect orders already placed, which will continue under this Agreement and the Refund and Cancellation Policy in effect at the time of the order. Clawback and settlement reconciliation obligations survive termination.

This Agreement is governed by the laws of the State of Oklahoma without regard to its conflict of laws provisions. The exclusive venue for any court proceeding permitted by the dispute resolution section of the Terms of Use is the state and federal courts located in McClain County, Oklahoma. Disputes are resolved as set forth in the dispute resolution section of the Terms of Use, which is incorporated here by reference.

Processor questions can be sent to processors@pasturepayments.com.