Terms of Service

1. This agreement

Dearly Local is operated by Smart Space Integration LLC. By creating an account, opening a shop, placing an order, or otherwise using Dearly Local, you agree to these terms. If you are agreeing on behalf of a business, you confirm you have the authority to bind it, and "you" means that business.

If you do not agree, do not use Dearly Local. Our Privacy Policy and Text Message Terms are part of this agreement.

2. The two kinds of account

There are two ways to be here, and they carry different terms.

• Sellers open a workspace: a storefront, products, menus, pickup and delivery windows, orders, customers, and books. A seller account is a paid subscription after the free trial.
• Buyers get a free portal that keeps the shops they have joined, their orders, pickup details, invoices, and receipts in one place. There is no charge to a buyer for using Dearly Local.

One person can be both. Opening a shop also creates a buyer identity, so you can sell here and buy from other shops with the same login.

3. Who you are buying from

Payments run on Stripe Connect. When a buyer pays, the charge lands on the seller's own Stripe account and the payout goes to the seller's own bank. Smart Space Integration LLC never holds those funds and never carries a balance on a seller's behalf. Our share of a sale is taken by Stripe at settlement as a platform fee.

This means questions about a product, an order, a refund, a substitution, an allergen, or a missed pickup go to the seller first. We will help where we can, but we cannot fulfill, refund, or take responsibility for an order we were never a party to.

4. If you sell here

You are running your own business. Dearly Local does not license, inspect, certify, or supervise it, and nothing here should be read as us telling you that what you are doing is legal where you are. That part is yours, and it matters:

• Licensing and permits. You are responsible for every license, permit, registration, and inspection your products and your jurisdiction require. Cottage food rules, home kitchen rules, cannabis and alcohol rules, and sales limits differ by state and often by county.
• Food safety and labeling. If you sell food, you are responsible for safe preparation, storage, transport, ingredient disclosure, allergen disclosure, and any labeling your rules require. You must not misstate what is in something you sell.
• Accurate listings. Descriptions, photos, prices, availability, and pickup or delivery commitments must be truthful, and you must honor them.
• Taxes. You are the merchant of record. Collecting, reporting, and remitting sales tax and paying your own income tax are yours. The tax tools in Dearly Local help you calculate and record; they are not tax advice and do not file anything for you.
• Your customers. Contact details a buyer gives you through Dearly Local are for fulfilling and supporting that relationship. You must not sell them, rent them, or hand them to a third party for that party's own marketing.
• Your messages. Text and email copy you write must stay true to the message it replaces. The Text Message Terms explain what may and may not be sent by text, and why.

5. Food, drink, and anything meant to be eaten

What a food seller is responsible for

Everything in section 4 applies, and these matter most:

• Knowing which rules you are under. Most states have a cottage food exemption that lets someone sell certain foods made at home without a license, and every state draws the line somewhere different. The line usually falls between shelf-stable food and food that needs temperature control: prepared meals, meat, and refrigerated dairy commonly sit outside the exemption and need a licensed commercial kitchen instead. Working out which side you are on is your job, and getting it wrong is your risk.
• Holding the license you need, and keeping it current. Selling food you are not licensed to sell is a breach of these terms.
• Safe preparation, storage, temperature control, and transport, up to the moment the buyer takes it.
• Accurate allergen and ingredient disclosure. The allergen field on a product is yours to fill in and yours to keep right. Leaving it blank is not a statement that a product is free of anything, and we render it that way on purpose.

What you tell us, and what we do with it

Every seller affirms, when they open a shop, that they hold whatever licenses and permits their products and their jurisdiction require. We record that statement, word for word, with the date. We do not check it, we do not represent it as checked, and no part of Dearly Local should be read as us approving a seller or their kitchen.

If we are told that a seller is operating unlawfully or unsafely we may suspend or remove them immediately and without refund. We are not obliged to investigate, and we do not hold ourselves out as able to judge whether a given kitchen is safe or a given seller is licensed.

If you are buying food

• Assume it was made in a home kitchen that has not been inspected by any health authority, unless the seller tells you otherwise.
• Ask the seller about allergens before you order. Allergen information here is written by the seller, is not verified by us, and may be incomplete or wrong. If you or someone you are feeding has a serious allergy, ask the seller directly and get an answer you are satisfied with before you buy.
• Follow the seller's storage and reheating instructions, and collect within your window. Food left in a car for three hours is no longer the seller's doing.

6. Trial, subscription, and billing

A new seller workspace starts with a 10-day free trial of the full seller workspace. No charge is made during the trial, and you can stop before it ends without paying anything.

• Subscriptions renew automatically for the billing period you chose until cancelled. The current price is shown when you subscribe and in your billing settings.
• You can cancel at any time from your billing settings. Cancellation takes effect at the end of the period you have already paid for. We do not prorate a partial period.
• Fees are non-refundable except where the law requires otherwise, or where we say so in writing.
• If a payment fails, we will retry and let you know. While an account is past due we may limit creating and editing, and if it stays unpaid we may suspend the workspace.
• We may change prices. We will tell you before a change affects you, and it will not take effect until your next renewal.
• Our fee on sales made through Dearly Local is disclosed in the app before you take a payment. Stripe charges its own processing fees directly.

7. If you buy here

• Your order is with the shop, on the terms that shop sets: its prices, its pickup or delivery windows, its cancellation and refund policy.
• Turn up for your window, or tell the shop. A missed pickup is between you and the shop, and many small sellers cannot resell a made-to-order item.
• Refunds, substitutions, and complaints go to the shop. If a shop is unresponsive, tell us at support@dearlylocal.com and we will do what we reasonably can.
• If you have a food allergy or a dietary requirement, ask the shop directly before ordering. Listings are written by sellers and we do not verify them.

8. Your content

What you put into Dearly Local stays yours: your products, photos, shop copy, recipes, notes, customer records, and books. You give us the limited permission we need to run the service, meaning to store, back up, process, and display that content to the people you have chosen to show it to. We do not use it for anything else.

You are responsible for having the right to what you upload. Do not post someone else's photos, copy, or recipes as your own.

9. The Dearly Desk and the password vault

The Dearly Desk holds notes, recipes, instructions, shopping lists, and a small password vault. Vault entries are encrypted before they are stored, and the encryption key is held by the service rather than derived from your login. That protects the vault at rest, and it is not the same as end to end encryption: treat it as a convenience for shop credentials, not as a place for banking passwords, government identifiers, or anything whose exposure would be serious.

10. Darla, the assistant

Dearly Local includes an AI assistant. It is a helpful tool and it is sometimes wrong. Check anything that matters before acting on it, particularly numbers, prices, tax, and anything you are about to send to a customer. Actions the assistant proposes that would change your data require your approval first.

Do not rely on the assistant for legal, tax, accounting, food safety, or medical advice. It is not qualified to give any of it, and neither are we.

11. Email, text, and push

Dearly Local sends transactional messages about your account and your orders: confirmations, receipts, readiness notices, window reminders, and security notices. Some of these you can turn off in your notification settings. Security and receipt messages you cannot, because switching them off would be worse for you than the interruption.

Text messaging has its own rules and its own page. See the Text Message Terms.

12. What you may not do

• Break the law, or use Dearly Local to help someone else break it.
• Sell anything you are not licensed to sell, or anything prohibited where you or your buyer is.
• Misrepresent who you are, what you are selling, or what is in it.
• Send unsolicited marketing, scrape the service, or use it to build a competing product from our data.
• Attack, probe, overload, or attempt to gain unauthorized access to the service or to another account.
• Upload malware, or content that is unlawful, hateful, harassing, or infringing.

13. Our intellectual property

Dearly Local, its software, design, and brand belong to Smart Space Integration LLC. Your subscription is permission to use the service, not a transfer of any of it. Do not copy the software, reverse engineer it, or use the Dearly Local name or marks without our written permission.

14. Suspension and ending the agreement

You can close your account at any time. We can suspend or end an account that breaches these terms, that is being used unlawfully, that puts other users or the service at risk, or that is unpaid. Where the situation allows it we will warn you first and give you a chance to fix it.

After an account closes we keep data for a limited period so it can be restored if the closure was a mistake, then delete it. Export what you want to keep before you close. The Privacy Policy covers retention in detail.

15. Disclaimers

Dearly Local is provided as is. To the fullest extent the law allows, we disclaim all warranties, express or implied, including merchantability, fitness for a particular purpose, and non infringement. We do not promise the service will be uninterrupted, error free, or that it will not lose data, and we do not warrant anything sold by a seller through it.

We depend on services we do not control, including hosting, databases, payment processing, email, and text delivery. An outage at one of them is an outage here.

16. Limitation of liability

To the fullest extent the law allows, neither Smart Space Integration LLC nor anyone working with us is liable for indirect, incidental, special, consequential, or punitive damages, or for lost profits, lost sales, lost data, or lost goodwill, arising out of your use of Dearly Local.

Our total liability for any claim relating to Dearly Local is limited to the greater of one hundred United States dollars or the amount you paid us in the twelve months before the claim arose.

The software is what we are answerable for. We are not liable for the products themselves: what a seller made, what went into it, how it was stored or handled, whether the seller held the license they said they held, or what a seller wrote about any of it. Those claims lie against the seller, which is the same division of responsibility set out in sections 3 and 5.

Nothing in this section limits anything the law does not allow us to limit, including liability for fraud, for our own gross negligence or willful misconduct, or for death or personal injury caused by our negligence. If a court finds any limitation here unenforceable as applied to a particular claim, that limitation is severed only as to that claim and every other part of this section stays in force.

17. Indemnification

If you sell here, you agree to defend, indemnify, and hold harmless Smart Space Integration LLC and the people who work with us against any claim, damage, penalty, or reasonable cost, including legal fees, arising from:

• anything you sold, including illness, injury, allergic reaction, or property damage caused by it;
• what you said about what you sold, including ingredient, allergen, and origin claims;
• operating without a license, permit, or registration you were required to hold, or outside the terms of one you did hold;
• your handling of customer data, or your breach of these terms.

This is the natural consequence of sections 3 and 5. We did not make it, we were not permitted to inspect it, and we cannot answer for it. This obligation survives the closing of your account.

18. Changes to these terms

We may update these terms. If a change is material we will tell account holders by email or in the app before it takes effect. Continuing to use Dearly Local after that means you accept the updated terms. The effective date at the top of this page always reflects the current version.

19. Governing law

These terms are governed by the laws of the State of Florida, without regard to its conflict of laws rules. Disputes will be brought in the state or federal courts located in Florida, and both sides consent to that jurisdiction.

If any provision here is found unenforceable, the rest stays in force. Our not enforcing something is not a waiver of it.

20. Contact

Questions about these terms go to support@dearlylocal.com, and so do legal notices.