Producer Agreement

Producer raises the source animal and supplies it (or a beneficial interest in it) to the processor designated on each listing. Producer is the seller of record for the live animal sale to the processor. The processor is the seller of record for the finished goods sold to the customer through the Pasture marketplace, as set forth in the Terms of Use and the Processor Agreement. Pasture is not a producer, packer, butcher, warehouse, carrier, or seller, and acts as a marketplace facilitator for sales tax.

Pasture uses fixed pricing. There is no hanging-weight settlement, no post-sale price adjustment, and no surprise invoice. The customer sees total price, payment schedule, guaranteed minimum packaged weight, delivery fee, and delivery window before they pay. Once a customer confirms an order, the price is locked. Producer agrees to supply the live animal supporting that order at the locked price provided the customer completes the prepayment schedule.

Producer is responsible, at Producer's expense, for:

• Raising the source animal in a manner consistent with the listing's stated practices (e.g., grass-fed, grain-finished, regenerative).
• Maintaining animal health and complying with all applicable USDA, FDA, state, and county regulations.
• Withdrawal periods for any administered antibiotics, hormones, or veterinary medicines.
• Humane handling and transport to the processor consistent with the Humane Methods of Slaughter Act.
• Providing a written health and treatment history (the "Animal Affidavit") to the processor at delivery.

Every listing belongs to exactly one producer and one processor. Listings require processor approval before they go live. Harvest dates, processing fees, cut sheets, add-ons, capacity, and inventory verification are controlled by the processor. Producer agrees to coordinate harvest scheduling with the processor and to deliver the live animal to the processor on the scheduled date in deliverable condition.

Producer, in coordination with the processor, sets the guaranteed minimum packaged weight (GMPW) for each listing. Bulk Protein Inventory listings require a GMPW of at least 40 pounds. Producer also sets the listing's overage policy (absorb, customer billed, or producer credited). Where a delivered shortfall below GMPW is attributable to live-weight variance (insufficient hanging weight for the share configuration), Pasture's customer-facing shortfall credit is charged back to Producer via the next settlement at the listing's effective per-pound rate. Where the shortfall is attributable to processor variance (e.g., trim, cure loss above documented norms, mishandling), the chargeback flows to the processor.

• Producer has full authority to sell the live animal and to enter into this Agreement.
• Each animal supplied is healthy, fit for human consumption, free of unauthorized antibiotic or hormone residues, and free of any known pre-harvest condemnable condition.
• All listing claims (breed, feed, finish, certifications, origin) are accurate and substantiated by farm records available on request.
• Producer will not engage in deceptive, misleading, or unfair trade practices.

Producer payout for each order is initiated Net 10 days after delivery is confirmed (cold-chain custody logged and customer signature captured). Each settlement statement itemizes gross sale, processor share, producer share, platform fee, sales tax remitted by Pasture, courier fee, and net payout to Producer.

Clawback. Pasture reserves the right to offset against future Producer settlements any (i) weight shortfall credit attributable to live-weight variance, (ii) refund issued to the customer under the Refund and Cancellation Policy that is allocable to Producer, (iii) recall or food-safety remediation expense attributable to the live animal (e.g., residue violation), or (iv) erroneous overpayment. Pasture will provide notice and itemization.

Producer will cooperate fully with any voluntary or mandatory recall and will maintain records sufficient to identify the source animal, dam, pasture, feed source, and any administered medicine for not less than three years. Producer will notify Pasture and the processor within 24 hours of any known herd disease event, residue violation, or recall trigger affecting product already supplied.

Producer is responsible for income tax on Producer's net settlement. Pasture will issue an IRS Form 1099 K to Producer for amounts settled through Stripe per applicable thresholds. Producer will provide a current Form W 9 and any other tax documentation Pasture requests.

Producer will maintain, at Producer's expense, commercial general liability insurance and farm liability insurance in commercially reasonable amounts. Pasture will be named as an additional insured on request. Producer will provide a certificate of insurance on request.

Producer 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 source animal Producer supplies, including any claim relating to disease, residue violation, or inaccurate animal affidavit, (b) Producer's breach of this Agreement or any applicable law, or (c) any third-party claim relating to Producer's farm or business operations.

Pasture is not liable for the quality, condition, weight, yield, on-farm husbandry, humane handling, regulatory compliance, or any other aspect of Producer performance. Pasture's aggregate liability under this Agreement is limited to the platform fees actually received by Pasture from Producer in the trailing twelve months. Pasture is not liable for any indirect, incidental, special, consequential, exemplary, or punitive damages.

This Agreement begins when Producer 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, any food-safety incident, any failure to maintain required insurance, or any conduct that creates risk for customers, processors, 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, recall, 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.

Producer questions can be sent to producers@pasturepayments.com.