SelectBeef Marketplace Supplier Agreement
Version 2026-10-22
This SelectBeef Marketplace Supplier Agreement ("Agreement") is between SelectBeef, LLC, a Delaware limited liability company ("SelectBeef," "we," "us," "our"), and the ranch or producer identified in your application ("Supplier," "you," "your"). SelectBeef operates an online marketplace ("Marketplace") for direct-from-ranch beef. By checking the box and accepting below, you agree to this Agreement, and you confirm you are authorized to accept it for your ranch. Your electronic acceptance, together with the date recorded, has the same effect as a signed agreement.
1. Background & the marketplace
SelectBeef operates the Marketplace, which connects Suppliers with buyers and provides the storefront, checkout, payment processing, and cold-chain shipping tools. Orders are fulfilled by you or, where applicable, by a processor authorized for you and listed in Exhibit A (an "Authorized Processor"). SelectBeef facilitates sales and does not take title to your products as a reseller; you remain the seller of record. This Agreement governs the supply, fulfillment, and sale of your beef products and livestock (your "Products") through the Marketplace.
2. Fulfillment, delivery & acceptance
You (or your Authorized Processor) will prepare, pack, and deliver Products for each order promptly, in compliance with law and industry standards, using cold-chain methods that keep the Product safe in transit and that meet the per-shipment cold-chain minimums and handling standards we communicate. Where you deliver livestock or Product to an Authorized Processor, you will coordinate scheduling and confirm each delivery in writing within two (2) business days. You bear the costs and risks of delivery to the Authorized Processor or carrier — including transportation, insurance, and risk of loss — until the Product is received and accepted. Product is subject to inspection and acceptance, and the Authorized Processor or SelectBeef may reject any Product reasonably determined to be unacceptable for safety or quality.
3. Pricing, fees & payment
You set your own prices and keep 100% of your product subtotal. SelectBeef charges the buyer a service fee, a percentage of the product subtotal that depends on how the buyer pays, as a separate line item at checkout — it is not deducted from your proceeds. There are no listing fees, transaction fees, or other SelectBeef charges to you. SelectBeef collects payment from buyers at checkout and pays your proceeds — the full product subtotal, less only any amounts owed under separately agreed arrangements (such as Authorized Processor fulfillment), and excluding shipping fees, taxes, returns, refunds, and chargebacks — to the account you designate, by electronic funds transfer in U.S. Dollars on a regular schedule, subject to successful delivery and standard payment-processor holds. Where SelectBeef arranges an Authorized Processor to fulfill your orders, the terms of that fulfillment, including any processor charges, are agreed separately and are not part of the service fee.
4. Your obligations & compliance
You will comply with all applicable federal, state, and local laws and regulations governing the raising, handling, processing, labeling, storage, transportation, and sale of beef and livestock — including the Federal Food, Drug, and Cosmetic Act, the Federal Insecticide, Fungicide, and Rodenticide Act, the Federal Hazardous Substances Act, USDA/FSIS requirements, and applicable state pure-food laws — and all regulations under them. You represent and warrant that your Products are not adulterated or misbranded, are raised, maintained, and transported in compliance with applicable health and safety rules, and that every description, claim, statement, and representation you make about your Products (in listings, labels, packaging, advertising, websites, social media, correspondence, or any medium) is and will remain accurate, truthful, complete, and not misleading. You will obtain and pay for all permits, licenses, inspections, and certifications. On request you will provide evidence of compliance satisfactory to SelectBeef, and SelectBeef may, during business hours, enter and examine your facilities to verify it. If SelectBeef determines for reasons of safety, health, or consumer protection that Product should be rejected or returned, you will accept the return promptly at your sole expense.
5. Recalls, withdrawals & crisis management
You will notify SelectBeef at recalls@selectbeef.com, and at the designated emergency contact, within four (4) hours of learning of any potential safety issue, regulatory action, Class I/II/III recall, market withdrawal, or significant quality deviation. You will maintain a written recall plan, cooperate with SelectBeef’s recall procedures, and bear all recall-related costs to the extent caused by your Products — including customer notification, refunds, disposal, logistics, and regulatory communications. SelectBeef may assist in executing recalls.
6. Taxes
Each party is responsible for its own income and business taxes. Where marketplace-facilitator laws apply, SelectBeef may collect and remit applicable sales, use, or similar taxes on taxable sales; where such laws do not apply, you are responsible for collecting, reporting, and remitting those taxes. You remain responsible for any other taxes or duties related to the manufacture, importation, or distribution of your Products. You will provide required tax forms (e.g., W-9/W-8) and cooperate with compliance requests.
7. Intellectual property
You keep all right, title, and interest in your trademarks, trade names, logos, product images, descriptions, and other content ("Supplier IP"). You grant SelectBeef a non-exclusive, worldwide, royalty-free license to use, reproduce, distribute, display, and prepare derivative works from your Supplier IP solely to list, operate, promote, market, and advertise your Products on the Marketplace and through SelectBeef’s marketing channels (including digital and print ads, social media, and email). SelectBeef retains all right, title, and interest in the Marketplace and its technology, software, data, analytics, trademarks, and branding ("SelectBeef IP"); you receive no rights in SelectBeef IP except as expressly stated here. You represent and warrant that you own or have the right to license your Supplier IP, that it and your Products do not infringe any third party’s rights, and that your descriptions, certifications, and claims are true and not misleading. You will defend, indemnify, and hold SelectBeef harmless from claims that your Supplier IP or Products infringe third-party intellectual-property rights or that arise from your breach of this Section.
8. Confidentiality
Each party will protect the other’s non-public information using at least the same care it uses for its own, and no less than reasonable care, and will use it only to perform under this Agreement. These obligations do not apply to information that is public through no fault of the recipient, rightfully received from a third party without a duty of confidentiality, independently developed without using the other party’s confidential information, or already rightfully known. If legally compelled to disclose, the recipient will give prompt notice (where legally permitted) and reasonable assistance, at the disclosing party’s cost, to contest the disclosure. These obligations survive five (5) years after termination; trade secrets remain protected for as long as they remain trade secrets.
9. Insurance
You will maintain, at your expense, insurance with carriers rated A- or better, including at minimum: Commercial General Liability (including product liability) of $1,000,000 per occurrence and $2,000,000 aggregate; Automobile Liability (if you transport goods) of $1,000,000 combined single limit; Workers’ Compensation at statutory limits; and Product Recall Expense of $1,000,000 per occurrence. You will name SelectBeef as additional insured (CGL) and certificate holder, provide certificates of insurance on execution and on renewal, and ensure SelectBeef receives at least thirty (30) days’ written notice before any cancellation, non-renewal, or material change in coverage.
10. Indemnification
You will defend, indemnify, and hold harmless SelectBeef and its affiliates, officers, directors, shareholders, employees, agents, successors, and assigns from all claims, losses, damages, costs, and expenses (including reasonable attorneys’ fees) arising out of: your negligence, willful misconduct, or fraud; your material breach of this Agreement; any allegation that your Products or IP infringe or misappropriate a third party’s rights; your violation of any law; or any personal injury, death, or property damage arising from your Products. SelectBeef will defend, indemnify, and hold you harmless on the same terms for its own negligence, willful misconduct, fraud, material breach, IP infringement, or violation of law, and for personal injury, death, or property damage arising from its services (except to the extent the claim relates to your Products). The party seeking indemnity will give prompt written notice (a delay excuses the indemnifying party only to the extent it is prejudiced); the indemnifying party controls the defense and settlement with counsel of its choice, but may not settle in a way that admits the other party’s liability, imposes an obligation on it, or fails to release it, without its consent (not unreasonably withheld); and the indemnified party may participate with its own counsel at its own expense.
11. Limitation of liability
Except for indemnification obligations, neither party will be liable to the other for any indirect, incidental, special, exemplary, punitive, or consequential damages — including lost profits, goodwill, use, or data — whether in contract, tort, strict liability, or otherwise, even if advised of the possibility. Except for your indemnification obligations, breach of confidentiality, gross negligence or willful misconduct, violation of law, or claims of personal injury or death caused by your Products, your maximum aggregate liability to SelectBeef will not exceed the greater of the total amount SelectBeef paid you in the twelve (12) months before the event giving rise to the claim, or $100,000. SelectBeef’s maximum aggregate liability to you will not exceed the platform fees you paid SelectBeef in the six (6) months before the event giving rise to the claim. The parties agree these limits are an essential part of this Agreement.
12. Audit, inspection & suspension
On reasonable notice, SelectBeef or its designee may audit your relevant records and facilities during normal business hours to verify compliance (including quality, labeling, traceability, and temperature logs), and may conduct sampling and laboratory testing. Non-conformities may result in suspension, delisting, corrective action, and recovery of related costs. SelectBeef may suspend your listings or fulfillment for suspected safety issues, legal non-compliance, intellectual-property complaints, excessive defects, policy violations, or risk to customers.
13. Term & termination
This Agreement begins when you accept it and continues until terminated. Either party may terminate for convenience on thirty (30) days’ written notice, or immediately for cause upon a material breach not cured within fifteen (15) days, insolvency, cessation of business, or regulatory prohibition. On termination, outstanding orders will be fulfilled or refunded and earned payouts settled in the ordinary course.
14. General
This Agreement, including any exhibits incorporated by reference (such as the Authorized Processor list in Exhibit A), is the entire agreement between the parties and supersedes prior discussions. You may not assign or transfer it without SelectBeef’s prior written consent, except to a successor by merger or sale of substantially all assets (with notice). Subcontractors must be disclosed on request and comply with this Agreement; you remain responsible for their performance. The parties will first try in good faith to resolve disputes through management-level discussions, and submit to the exclusive jurisdiction of the state and federal courts located in Delaware. This Agreement is governed by the laws of the State of Delaware, excluding its conflict-of-law rules; the U.N. Convention on Contracts for the International Sale of Goods does not apply. Either party may seek injunctive or equitable relief in court to protect confidentiality, data security, or intellectual property. Amendments must be in writing and signed by both parties, except policy or platform-fee updates, which SelectBeef may make on notice. If any provision is invalid, the rest remains in effect and the parties will replace the invalid term with an enforceable one reflecting the original intent. Failure to enforce is not a waiver. Neither party is liable for delays or failures caused by events beyond its reasonable control (such as natural disasters, war, epidemics, government actions, or carrier strikes), except for payment obligations. This Agreement may be executed in counterparts and electronically. Headings are for reference only; "including" means "including without limitation." This Agreement has no third-party beneficiaries.