VENDOR OPERATING AGREEMENT

This Agreement is made and entered into by and between Soil LLC, a California limited liability company, doing business as "Neighborgoods" (hereinafter referred to as "Platform Owner" or "Soil LLC"), and the undersigned vendor (hereinafter referred to as "vendor").

RECITALS
WHEREAS, Neighborgoods is an online platform operated by Soil LLC for the purpose of facilitating the sale of products and services by vendors to customers;

WHEREAS, vendor wishes to list and sell its products or services through the Neighborgoods platform under the terms and conditions set forth in this Agreement;

NOW, THEREFORE, in consideration of the mutual promises contained herein, the parties agree as follows:

1. Vendor Responsibilities

1.1. vendor agrees to comply with all applicable local, state, and federal laws and regulations in listing, marketing, and selling products or services on the Neighborgoods platform.

1.2. Vendor shall not list or sell any products or services that contain references to:

Drugs, including but not limited to paraphernalia and substances, whether legal or illegal.

Sexual acts, explicit or suggestive content, and/or pornography.

Violence or the condoning or promotion of violent acts.

Profanity or content deemed offensive by the Platform Owner.

Any activities or items defined as illegal under city, state, or federal law.

1.3. Vendor is solely responsible for the accuracy, legality, and quality of the products or services listed on the Neighborgoods platform.

2. Revenue Sharing

2.1. Vendor agrees that Soil LLC shall receive twenty percent (20%) of all gross revenue generated from sales of products or services made through the Neighborgoods platform.

2.2. Payments to Soil LLC shall be deducted automatically from transaction proceeds prior to disbursement to the vendor.

3. Assumption of Liability

3.1. Vendor assumes all liability for any damages, harm, or adverse effects inflicted by their products or services sold on the Neighborgoods platform.

3.2. Soil LLC shall bear no responsibility or liability for any claims, losses, or damages arising from the vendor's products or services.

4. Termination of Agreement

4.1. Soil LLC reserves the right to terminate this Agreement and remove the vendor's listings from the Neighborgoods platform at any time, with or without cause, and without prior notice.

4.2. Upon termination of this Agreement, the vendor shall immediately cease all use of the Neighborgoods platform.

5. Dispute Resolution

5.1. Any disputes, disagreements, or claims arising out of or relating to this Agreement, the use of the Neighborgoods platform, or the sale of products or services shall first be resolved through arbitration.

5.2. Soil LLC shall have the sole authority to select the arbitrator to resolve the dispute.

5.3. The arbitration shall be conducted in accordance with the rules established by the arbitrator and shall be binding on both parties.

6. Amendment of Agreement

6.1. Soil LLC reserves the right to amend, modify, or update this Agreement at its sole discretion.

6.2. Any amendments to this Agreement will be communicated to the vendor in writing or via electronic notice, and continued use of the Neighborgoods platform by the vendor after such notice constitutes acceptance of the amended terms.

7. Indemnification

7.1. Vendor agrees to indemnify, defend, and hold harmless Soil LLC and its affiliates, officers, employees, and agents from and against any claims, liabilities, damages, losses, or expenses arising out of or in connection with the vendor's use of the Neighborgoods platform or violation of this Agreement.

8. Miscellaneous

8.1. Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the State of Georgia.

8.2. Entire Agreement: This Agreement constitutes the entire understanding between the parties and supersedes all prior agreements or understandings, whether written or oral.

8.3. Severability: If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

8.4. No Assignment: Vendor may not assign or transfer its rights or obligations under this Agreement without the prior written consent of Soil LLC.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date the vendor begins use of this platform.

Terms and Conditions for Neighborgoods

1. Introduction
Welcome to Neighborgoods, a platform connecting local crafters with consumers seeking unique, handcrafted items. By using this platform, you agree to these terms and conditions. Please read them carefully as they govern your use of our services and your purchases made through Neighborgoods.

2. Role of Neighborgoods
Neighborgoods serves as a marketplace platform enabling independent vendors to list and sell their goods directly to consumers. Neighborgoods does not produce, store, or ship the items sold through our platform. Each vendor is solely responsible for the quality, legality, and safety of their products, as well as their compliance with applicable laws and regulations.

3. Limitation of Liability
Neighborgoods does not assume responsibility for any claims, damages, or disputes arising from products purchased through our platform. Any legal or financial disputes regarding a product shall be resolved directly between the consumer and the vendor. By purchasing through Neighborgoods, you acknowledge and agree that Neighborgoods is absolved of all responsibility and liability concerning the products sold by vendors.

4. Quality Assurance
Neighborgoods is committed to maintaining a high standard of quality on our platform. We take reasonable steps to vet vendors and their products to ensure compliance with our quality guidelines. However, Neighborgoods cannot guarantee the absolute quality or suitability of all items listed.

5. Returns and Refunds
Not all items purchased through Neighborgoods are eligible for return. Exceptions may include items that are faulty, expired, or otherwise not as advertised. If you receive such an item, please contact Neighborgoods within 14 days of receipt. We will work on your behalf to reach out to the vendor and facilitate a resolution, which may include a refund, replacement, or other corrective action. Final decisions regarding returns and refunds are at the discretion of the vendor.

6. Consumer Responsibilities
Consumers are encouraged to thoroughly review product descriptions, vendor policies, and any provided images before making a purchase. If you have specific questions or concerns about a product, please contact the vendor directly via Neighborgoods’ messaging system prior to completing your order.

7. Changes to Terms and Conditions
Neighborgoods reserves the right to update or modify these terms and conditions at any time without prior notice. Changes will be effective immediately upon posting to the platform. Continued use of the platform after changes are made constitutes acceptance of the updated terms.

8. Governing Law
These terms and conditions are governed by and construed in accordance with the laws of the jurisdiction in which Neighborgoods operates. Any disputes arising under these terms shall be subject to the exclusive jurisdiction of the courts in that jurisdiction.

9. Contact Information
If you have questions about these terms or need assistance, please contact us at support@neighborgoods.com.

By using Neighborgoods, you acknowledge that you have read, understood, and agreed to these terms and conditions.