Vendor Marketplace Agreement

Who agrees

This agreement is between Muslim Red LLC, a Wyoming limited liability company that runs Muslim.Red and Muslim.Red Delivery ("Muslim.Red", "we", "us"), and the business that signs it ("you"). Muslim.Red is registered to do business in Michigan, under [Michigan certificate of authority number and date], and we keep that registration with every signature. Outside our own test site, nobody can sign this agreement until that registration is on file.

Our Terms of Use also apply to the people who use Muslim.Red for you. Where the two differ about your business on Muslim.Red Delivery, this agreement wins.

Signing

• Only the Muslim Colors account that is your business's owner on Muslim.Red signs this agreement. Our team never signs for you. By signing, you confirm you may bind the business.
• We keep the version you signed, a fingerprint of its exact words, the name and role you typed, when it was shown to you and when you signed, and a scrambled form of the network address you signed from, never the address itself.
• When we change this agreement in a way that matters, you are asked to sign again, and until you do, your business is not shown. A change that does not matter, such as a typo, asks nobody.

Your consent to show your business

You give Muslim.Red your written consent to use your business's name, logo, likeness, trademarks, photos, menu or catalog and descriptions, as you give them to us, to list, show and sell your items on Muslim.Red Delivery, and to name your business in Muslim.Red's own promotion of Muslim.Red Delivery, while this agreement is in force. This agreement is the written agreement Michigan law asks for before a delivery service uses a restaurant's name or likeness (MCL 445.903l), and we apply it to every vendor.

• Nothing about your business shows to customers, on any list, page or answer, until you have signed this agreement and our team has approved your business, and it stops showing if your signature is no longer good.
• We show your menu or catalog, your prices and your photos only as you give them in the vendor app. We never copy a menu or a photo from another site.

Applying and approval

• Our team reviews every application. It may ask you for more, or decline the application with a reason you read in the vendor app and by email. A declined business is never shown, and you may apply again when things change.
• Your business goes live only once this agreement is signed, a license that has not run out is on file, your address is found on the map, and at least one delivery zone is chosen.
• Your business has an owner, and may add managers and staff. Managers change your menu, hours, certificate and photos; staff work your orders; only the owner signs and closes the business. You answer for what your people do in the vendor app.

Payments: Muslim.Red as your agent

You appoint Muslim.Red as your limited agent to collect payment from customers, on your behalf, for the items they buy from you through Muslim.Red Delivery, and to pay you what you are owed as this agreement says.

• You hold Muslim.Red out to customers as the way to pay you: checkout says "Pay [your business] through Muslim.Red", and the payment is described in the same words. You agree that we show these words, and you will not tell customers otherwise.
• A customer's payment for your items counts as received by you when Muslim.Red receives it. From then on the customer has paid you, and you will not ask the customer to pay you for those items again.
• Payments are taken and paid out through Stripe. Each order's payment is taken into Muslim.Red's own account with Stripe, and your share is sent to your own Stripe Express account by a transfer for that order, never from another order's money. Stripe hosts your account's sign-up, identity checks and payouts, under Stripe's own terms.
• Your business takes no orders until your Stripe account can receive payouts.
• The delivery fee, the service fee and any tip are not yours: the fees are Muslim.Red's, and the tip is the driver's.

Prices, commission and fees

• You set your own prices. We show them as you set them and never mark them up; a customer's cart is priced at checkout at your prices then.
• Our commission is a percentage of each line you sell, by the kind of item, at the rates in Schedule A, from your business's first order. It is never above a cap a city sets.
• Each order keeps the rate each line was priced with, so a later change to Schedule A never changes an order already placed. We tell you before a new Schedule A applies to your orders [Option A: by email, at least 14 days before it applies] [Option B: by email, at least 30 days before it applies, and you may end this agreement before it applies] (How much notice before a new commission rate. Not in the code yet: an order keeps the rates it was priced with, but nothing schedules a new rate in advance or emails vendors. Company protection: Option A keeps it flexible; Option B is the industry's usual 30 days.).
• Card processing fees are Muslim.Red's, and none is taken from you. When a customer pays with Muslim.Red credit, Muslim.Red pays for the credit, and you are paid for your items in full.
• For every order you get a statement: the items sold, the commission on each line at its rate, what you gave back of refunds, what you are paid, and whether the payout went.

Schedule A: commission

12% of each line taxed as prepared food: meals. 8% of each other line: groceries and shop goods. These rates apply from your business's first order. There is no launch period at a lower rate.

Payouts

• You are paid for an order when the driver picks it up: your items, less the commission, less any part of a refund you already gave back on it.
• A payout that cannot go yet, because the customer's charge has not settled or your Stripe account cannot take it, waits and is sent as soon as it can, and is never paid twice. Stripe then pays your balance to your bank on Stripe's schedule.

Refunds and who bears them

• Refunds to customers are given by Muslim.Red's team, apart from an item you mark out of stock on an order, which comes off it at once. For each refund our team records whose fault it was: yours, or Muslim.Red's.
• When a refund is your fault, such as a missing, wrong or spoiled item, you give back your share of the refunded lines: their price less our commission on them. Before you are paid it comes off your payout; after, it is taken back from that order's transfer.
• When a refund is Muslim.Red's fault, such as a late or damaged delivery, Muslim.Red bears it, and you keep what you were owed.
• An item you mark as out of stock after an order comes in is taken off that order, and you are not paid for it.
• A driver's pay is never taken from you, and a refund never takes back the tip a driver was paid.

Taking orders

• A new order comes to the vendor app. You accept it with a ready time, which is when the customer's card is charged, or decline it, and nothing is charged. An order you do not accept in time ends by itself, and the customer is not charged.
• Where your people allow notifications, a new order reaches every person with a role at your business as a time-sensitive notification with the app's own chime. Your people see each other in the vendor app by first name, never by email address.
• You set your own hours, inside the hours Muslim.Red Delivery runs, and you may pause your orders for a while or until you resume. Muslim.Red Delivery runs from 11 am to 11 pm, Michigan time, and to 1 am on Friday and Saturday nights. Muslim.Red may also pause your orders, for example while it looks into a complaint, and the vendor app shows the pause with our note.
• Mark each order ready when it is. Seal every order in a tamper-evident bag or with a seal before you hand it over: the driver confirms the seal at pickup, and an order picked up with a broken seal is recorded.
• Prepare every order as described, safely and lawfully, packed to hold its temperature. Mark each item that is served hot or cold, and give its allergens, so customers can see them before they order.

Licenses

• A food business keeps its food license on file (from the Michigan Department of Agriculture and Rural Development or the local health department), and a shop its Michigan sales tax license, each with its number, issuer, dates and a photo of it. Our team may check it, and may reject one it cannot match.
• The day a license runs out, your orders stop, and they start again by themselves once a license that is in date is on file. We write to you 30, 14 and 7 days before it runs out.
• Tell us at once if a license is suspended or revoked, or if an inspection closes you. Keep every license and permit your business needs.

Your menu or catalog, photos and tax classes

• Your menu or catalog is made of sections of the kinds Muslim.Red carries: meals, groceries, household goods and the rest of the list in the vendor app. There is no section for anything we do not carry.
• Every item carries a tax class you set, inside what its section's kind allows: prepared food, grocery food, or other goods. Muslim.Red relies on the tax classes you set to collect and pay Michigan sales tax on your sales as the marketplace facilitator. You promise they are right, and you will tell us of any change.
• A photo goes up only with your word that it is your own: taken by you, or by someone who let you use it. We store a clean copy of it, upright and smaller, with the location and camera details removed. You let us store, crop and show your photos and descriptions on Muslim.Red Delivery while this agreement is in force.
• Everything you list must be true: names, descriptions, prices, sizes, ingredients and allergens.

Restricted goods

You may not list anything our Restricted Goods policy names. Every item's words are read when you add or change it, and an item that looks restricted waits for our team before it shows, and you are told why. Our team lets it through, or refuses it for good. Do not change an item's words to get around this.

Your words and your name

Your business's own registered name may be shown exactly as it is registered, even when it includes the word "halal": the name you give us must then be, letter for letter, the registered business name you give us, and our team checks it against your registration before approving your business. The word appears nowhere else: not in your description, sections, items, choices or allergen notes, in any capitals, and never in anything Muslim.Red writes, including the address of your business's page. Muslim.Red shows that you hold a certificate only through the certificate line, from the certificate you give us. Once your business is live, its name changes only by writing to us.

Your certificate

• You may give us a certificate from a certifier you name, exactly as the certifier appears on it, with its number, its dates, the file itself, and whether it covers your whole kitchen or store or only the items you mark. You sign the separate Certificate Attestation each time.
• While it is current, it shows only as the line "Certified by [certifier], per the [your business]", with your certificate for customers to open, and the note that it is your own statement, which Muslim.Red shows as given and does not check.
• You promise every certificate you give is real, current, issued to your business for what you mark, and true. You will tell us at once, and withdraw it in the vendor app, if it is suspended, withdrawn, runs out or stops covering what you sell.
• It stops showing by itself the day after its last day, and we write to you 30, 14 and 7 days before. A new certificate replaces the one before. You may withdraw it at any time.
• If a customer reports it, our team may ask you about it while it still shows, or stop showing it while it asks. Muslim.Red never decides any religious question.
• We keep every certificate you give, with its history and the attestation you signed. Our Certificate Policy is part of this agreement.

Customers and their information

• You see each customer's first name, their order and their notes for it, never their address or contact details. Use them only to fill that order.
• Customer information belongs to the customer and to Muslim.Red. Do not keep it beyond what filling the order needs, and never use it for marketing.
• Customers may rate your business. Their words reach you and Muslim.Red only, and your average stars show on your listing.

Responsibility after pickup, and your promises

Nothing in this agreement makes you indemnify Muslim.Red, its drivers or its registered agent for damage or harm that may occur after an order leaves your place of business. Muslim.Red takes that risk.

You promise that you hold every license your business needs; that what you sell is safe, lawful and as described when it leaves your door; that the tax classes, certificate and words you give us are true; and that you have the right to every photo, name and mark you give us.

Sales tax and other taxes

Muslim.Red collects and pays Michigan sales tax on the sales it makes for you, as the marketplace facilitator, and shows that tax on each order's statement for your books. Report those sales as facilitated sales as Michigan Treasury asks, and do not collect the tax on them again. You are responsible for every other tax on your business.

Pausing, closing and ending

• You may close your business on Muslim.Red at any time from the vendor app. It stops showing at once. Orders already accepted are still yours to fill.
• We may pause or end your business on Muslim.Red, with the reason written to you, for a breach of this agreement, for a reason of safety or the law, or for a complaint we are looking into. We may also end this agreement for any reason with [Option A: 14 days' notice] [Option B: 30 days' notice] (Notice for an ending without cause. Company protection: Option A.) by email.
• When this agreement ends, your business stops showing, and what you are owed for orders already picked up is still paid. The sections on payments, refunds, responsibility, taxes and records stay in force.

Records we keep

We keep your signatures of this agreement and of each Certificate Attestation as our proof of what was agreed. We keep them, with your certificates and their history, for 7 years after this agreement ends (when your business closes, or its application is turned down), then delete them. Order records, with their money rows, are kept for 7 years after each order last changed, then deleted.

The law that applies, and disputes

Changes, notices and the whole agreement

• When a change that matters is in force, we email your business's owner what changed, and until the owner signs again in the vendor app your business is not shown. A change that does not matter asks nobody.
• We write to you at the email address of your business on Muslim.Red. Write to us at support@muslim.red, or by mail to Muslim Red LLC, PO Box 2, Darlington, SC 29540.
• This agreement, Schedule A and the policies it names are the whole agreement between us about Muslim.Red Delivery. You and Muslim.Red are independent businesses; neither is the other's employee, partner or franchisee. If a part of this agreement cannot be enforced, the rest still applies.