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Vendor User License and Agreement

VERSION DATE: June 25, 2026

This document is also Appendix B to the BYPPOCAMPUS Master Services Agreement.

To: BYPPO Vendors

This Vendor User License and Agreement (“Agreement”) is entered into between BYPPOCampus, LLC, a Florida limited liability company (“BYPPO”), and the vendor entity accepting this Agreement (“Vendor”). BYPPO and Vendor are collectively referred to as the “Parties” and individually as a “Party.” By accessing or using the BYPPO Vendor Portal, Vendor agrees to be bound by the terms of this Agreement.

This Agreement is subject to the terms and conditions of the Master Services Agreement (“MSA”) entered into by BYPPO and the applicable university, dining services provider, food service operator, or other authorized campus partner governing the campus where Vendor operates. In the event of any conflict between this Agreement and the applicable MSA, the terms of the MSA shall control.

1. DEFINITIONS

PLATFORM: The BYPPOCAMPUS customer ordering platform, including the Customer Ordering App, Vendor Portal, Delivery Portal, and related technology.
CUSTOMER ORDERING APP: The mobile or web-based application through which Customers place Orders.
Vendor Portal: The mobile or web-based application used by Vendors to manage menus, pricing, Orders, store status, and account settings.
DELIVERY PORTAL: The mobile application used by Delivery Personnel to manage and fulfill assigned deliveries.

CUSTOMER: An individual who places an Order through the BYPPO Platform.
ORDER: A transaction initiated through the BYPPO Platform for the purchase of Vendor Products, fulfilled either by pickup or delivery.
VENDOR PRODUCTS: Food, beverages, or other goods listed by Vendor for sale on the BYPPO Platform.
ORDER SUBTOTAL: The total cost of Vendor Products in a single Order, excluding taxes, delivery fees, service charges, convenience fees, processing fees, tips, and other platform charges.
VENDOR FEE: Any service fee, platform fee, or other fee charged to Vendor by BYPPO for access to or use of the Platform.
BYPPO DATA: Any data, analytics, reports, records, logs, transaction details, Customer information, performance metrics, or other information produced, collected, maintained, or provided by BYPPO through or in connection with the Platform.
STORE HOURS: The hours of operation set and updated solely by Vendor within the Vendor Portal. Vendor has the ability and responsibility to mark its store as open or closed on the Platform. By marking the store open, Vendor represents and warrants that its store is open, staffed, and capable of fulfilling all BYPPO Orders during those hours. Vendor assumes full responsibility for the accuracy of its Store Hours. Any failure to update or maintain accurate Store Hours shall be deemed Vendor’s sole fault.
CANCELLATION RECOVERY FEE: A fee Vendor must pay to BYPPO when an Order is canceled or not accepted while Vendor’s store is open on the Platform. The fee may include, without limitation: the Delivery Fee, Customer Convenience Fee, Vendor Service Fee, all applicable payment processing fees on the original charge and any refund, courier compensation, operational costs, goodwill costs, and any other costs incurred by BYPPO in connection with the canceled or unaccepted Order.

2. RELATIONSHIP OF THE PARTIES

The Parties are independent businesses. Nothing in this Agreement creates a partnership, joint venture, agency, employment, fiduciary, or franchise relationship between BYPPO and Vendor. Each Party is responsible for its own operations, employees, expenses, profits, and losses. Vendor acknowledges that BYPPO exercises no control over Vendor’s day-to-day operations, pricing, staffing, inventory, menu, food preparation, product offerings, or business practices, and BYPPO assumes no liability for Vendor’s operations or business practices.

3. VENDOR CORE RESPONSIBILITIES

Vendor agrees to:

Maintain accurate and up-to-date menu, pricing, inventory, Store Hours, store status, tax, tender type, payment, campus card, meal plan, and other configuration settings in the Vendor Portal.
Accept and process all Customer Orders promptly and accurately.
Acknowledge Orders by selecting “Begin Prep” within seven (7) minutes of receiving an Order.
Prepare all Vendor Products in a timely manner and in compliance with all applicable food safety laws.
Keep Store Hours on the Platform consistent with Vendor’s actual operating hours.
Train store staff on how to fulfill BYPPO Orders and maintain BYPPO service standards.
Distribute Customer tips, if applicable, in accordance with applicable law.
Notify BYPPO immediately if Vendor chooses to disable delivery services or pause service on the Platform for more than one (1) hour.
Comply with all applicable campus, university, institutional, health, safety, licensing, food service, and operating rules governing the sale, promotion, preparation, and delivery of food or goods on campus. BYPPO shall not be liable for any fines, penalties, claims, losses, refunds, disputes, or damages resulting from Vendor’s non-compliance.

Vendor is solely responsible for reviewing, testing, approving, and maintaining all meal plan configurations, campus card settings, tax settings, pricing settings, payment settings, tender configurations, and menu configurations applicable to its account. BYPPO shall have no liability for losses, refunds, accounting discrepancies, payment errors, customer disputes, chargebacks, or operational issues arising from incorrect, incomplete, outdated, or improperly maintained Vendor configurations.

4. TABLET EQUIPMENT AND ORDER ACKNOWLEDGMENT

Vendor is responsible for installing, maintaining, monitoring, and operating all equipment required to receive and process BYPPO Orders, including tablets or other devices (“Tablet Equipment”). BYPPO may recommend compatible devices for optimal use. Devices must be placed in a visible location with volume turned on and repeat sound alerts enabled to avoid missed Orders.

When a new Order is received, Vendor must select “Begin Prep” within seven (7) minutes to confirm that the Order is being prepared. If Vendor does not select “Begin Prep” within seven (7) minutes, the Vendor App will automatically cancel the Customer’s Order and issue a full refund to the Customer. For purposes of this Agreement, cancellation of an Order through the BYPPO Platform constitutes a full refund of that Order to the Customer.

Vendor acknowledges and agrees that any such automatic cancellation and refund resulting from Vendor’s failure to timely acknowledge an Order shall be deemed Vendor fault. Vendor shall remain fully liable for the Cancellation Recovery Fee, all payment processing fees, all amounts otherwise owed to BYPPO in connection with the transaction, and any other costs incurred by BYPPO as a result of the cancellation. Such cancellation and refund shall not reduce, offset, waive, or otherwise affect any amounts owed to BYPPO under this Agreement. All amounts owed to BYPPO remain immediately due and payable notwithstanding the cancellation, refund, dispute, chargeback, or reversal of the underlying Order.

If Vendor equipment becomes non-functional or prevents Vendor from processing Orders, Vendor must immediately pause its store in the Vendor Portal and notify BYPPO. Extended downtime, inaccurate Store Hours, failure to monitor Orders, or repeated missed acknowledgments may result in account review, suspension, deactivation, removal from the Platform, loss of promotional eligibility, or other remedies.

5. COMMUNICATION WITH CUSTOMERS AND DELIVERY PERSONNEL

Vendor must actively manage Order statuses through the Vendor Portal. Real-time status updates may be sent through the BYPPO App, SMS, or other communication methods. These status updates may notify Customers and Delivery Personnel when an Order is accepted, being prepared, or ready for pickup.

Failure to acknowledge Orders, update statuses, maintain accurate Store Hours, or communicate required updates may result in cancellations, customer complaints, financial liability, account review, suspension, or deactivation.

6. DILIGENT USE OF THE PLATFORM

Vendor agrees to actively monitor the BYPPO device and Platform during all Store Hours. Vendor must ensure that listed Store Hours, menu availability, pricing, and store status match actual operating conditions at all times.

If Vendor must temporarily close, reduce hours, pause service, remove items, or otherwise limit availability due to staffing, inventory, capacity, equipment, or any operational reason, Vendor must immediately update its store status in the Vendor Portal and notify BYPPO as applicable.

Repeated failure to acknowledge Orders, frequent automatic cancellations, discrepancies between actual and listed Store Hours, inaccurate menus, or failure to promptly notify BYPPO of operational changes may result in account review, suspension, deactivation, or permanent removal from the Platform.

Vendor’s Store Hours control when Vendor is available to receive and prepare Orders. Vendor’s Store Hours do not guarantee that BYPPO delivery services will be available during the same hours. Delivery availability is determined solely by BYPPO.

BYPPO may temporarily disable, pause, restrict, or deactivate Vendor’s ordering availability, pickup availability, delivery availability, or Platform access if Vendor repeatedly fails to acknowledge Orders, cancels Orders, allows Orders to auto-cancel, maintains inaccurate Store Hours, or otherwise creates operational issues. BYPPO may keep such restrictions in place until the issue is reviewed and resolved to BYPPO’s satisfaction. Vendor acknowledges that such action may be taken to protect Customers, Vendor, Delivery Personnel, BYPPO, and the integrity of the Platform, including to prevent repeated Cancellation Recovery Fees or avoid unnecessary financial loss.

7. VENDOR SERVICE OPTIONS

Vendor agrees to make the following service options available to Customers through the BYPPO Platform, as applicable:

ONLINE ORDERING AND PRE-ORDERING: Customers may place Orders in advance for fulfillment at a later time.
EXPRESS PICK-UP: Customers may place Orders for in-store pickup. Vendor is responsible for updating Order status in real time through the Vendor Portal.
CAMPUS DELIVERY: Customers may select delivery to a designated address or campus delivery location. BYPPO Delivery Personnel may be assigned to fulfill the Order. Customers may be charged a delivery fee determined solely by BYPPO. This fee is not included in Vendor’s revenue unless expressly stated otherwise. BYPPO does not guarantee delivery availability at all times.

CAMPUS DELIVERY HOURS: Vendor acknowledges that BYPPO delivery availability may differ from Vendor’s Store Hours. BYPPO is not required to provide delivery services during all hours that Vendor is open on the Platform or during all Store Hours established by Vendor.

BYPPO may establish, modify, limit, suspend, or discontinue delivery service hours, delivery zones, delivery availability, and Delivery Personnel availability at any time and in its sole discretion based on operational capacity, Delivery Personnel availability, campus restrictions, demand, safety considerations, weather conditions, technical limitations, or other business or operational factors.

Vendor acknowledges and agrees that delivery availability is not guaranteed and may be unavailable during some or all of Vendor’s Store Hours. BYPPO shall not be liable for any lost sales, lost revenue, customer complaints, refunds, damages, or other losses arising from the unavailability, limitation, suspension, or discontinuation of delivery services.

8. GRANT OF LICENSE; VENDOR DATA AND BYPPO DATA

Subject to Vendor’s continued compliance with this Agreement, BYPPO grants Vendor a limited, non-exclusive, non-transferable, revocable license to access and use the Vendor Portal solely for listing and managing Vendor Products and Orders.

Vendor authorizes BYPPO to use Vendor’s name, logo, menu, images, trademarks, and other Vendor-provided content for marketing, promotional, operational, customer support, analytics, and Platform-related purposes.

Vendor retains ownership of Vendor-uploaded content, but grants BYPPO a perpetual, royalty-free, worldwide license to use, reproduce, display, distribute, modify, and create derivative works from such content for Platform operation, marketing, analytics, and related business purposes.

All Customer data, transaction data, Platform records, reports, system logs, performance metrics, settlement records, and analytics generated through or in connection with the BYPPO Platform are exclusively owned by BYPPO. Vendor shall not access, export, copy, store, sell, use, or disclose such data except as expressly permitted through the Vendor Portal and solely for fulfilling Orders.

9. VENDOR CONTENT AND USAGE

Vendor is solely responsible for all information and content posted or maintained on the Platform, including menu items, pricing, product descriptions, allergens, modifiers, availability, hours, and images. BYPPO shall not be liable for inaccuracies, omissions, or errors in Vendor-posted content.

BYPPO reserves the right to restrict, edit, suspend, or remove any content that BYPPO determines is inaccurate, misleading, unlawful, inconsistent with the Platform, damaging to BYPPO’s brand, or harmful to the customer experience.

10. TEXT MESSAGING TERMS AND CONDITIONS

Text messages are distributed through third-party mobile network providers, and BYPPO cannot control all factors affecting message delivery. Wireless carriers are not liable for delayed or undelivered messages. BYPPO does not guarantee the availability, delivery, or performance of text message services and shall not be liable for transmission delays or message failures.

11. NEW ORDER NOTIFICATION SERVICE

Vendor may opt to receive text message alerts when new Orders are placed. Standard messaging and data rates may apply.

OPT-IN: Vendor may enroll in text message notifications by providing valid mobile phone number(s) in the Vendor Portal.

OPT-OUT: Vendor may disable text message notifications through the Vendor Portal.

FEES: BYPPO does not charge for text alerts, but Vendor may incur messaging or data rates from its wireless provider. BYPPO assumes no responsibility for such charges.

12. VENDOR PLATFORM ACCESS

This Agreement is subject to the applicable MSA governing the campus where Vendor operates. Access to the Vendor Platform is provided as part of the BYPPO Delivery Program and is subject to the applicable MSA and this Agreement.

Vendor acknowledges that access to the Vendor Platform may be subject to service fees outlined in the applicable MSA. If such fees are paid by a third party on Vendor’s behalf, Vendor shall not be directly responsible for payment of such fees to BYPPO, provided such fees are fully and timely paid by the applicable third party.

Vendor remains responsible for all amounts owed by Vendor under this Agreement, including but not limited to processing fees, refunds, chargebacks, Cancellation Recovery Fees, negative settlements, reserve shortfalls, promotional liabilities, and any other Vendor-specific obligations.

Continued use of the Vendor Platform constitutes acceptance of this Agreement, including any future modifications to Platform access conditions, operating rules, or Vendor responsibilities communicated by BYPPO. BYPPO reserves the right to suspend, restrict, or terminate Vendor’s Platform access in the event of nonpayment, operational failure, fraud, risk to Platform integrity, or material noncompliance.

13. PAYMENT PROCESSING & CREDIT CARD TRANSACTION FEES

Payment processing services for Vendors on the BYPPO Platform may be provided by Stripe or any successor or alternative third-party payment processor selected by BYPPO. By using the BYPPO Platform, Vendor agrees to comply with the applicable payment processor’s terms, including Stripe’s Connected Account Agreement and Stripe Services Agreement, as applicable.

As a condition of enabling payment processing, Vendor agrees to provide BYPPO and its payment processor with accurate and complete business, tax, banking, representative, ownership, and verification information. Vendor authorizes BYPPO to share such information, along with relevant transaction details, with Stripe or any applicable payment processor for payment processing, risk management, compliance, tax reporting, dispute management, and related purposes.

Stripe is certified to PCI Service Provider Level 1. Stripe’s current standard credit card transaction fee may be 2.9% of the order total plus $0.30 per successful transaction, subject to change by Stripe. More information is available at https://www.stripe.com/. BYPPO reserves the right to utilize alternative payment processors at its discretion.

Vendor shall bear sole and absolute responsibility for all credit card processing fees assessed by Stripe or any successor or alternative third-party payment processor in connection with any transaction processed, facilitated, or otherwise executed through the BYPPO Platform, irrespective of whether such transaction is initiated by the Customer, BYPPO, or Vendor. This responsibility extends to all charges, refunds, reprocessed payments, adjustments, cancellations, disputes, and chargebacks, and shall survive termination of this Agreement.

Processing fees may be automatically deducted from amounts payable to Vendor, added to any balance invoiced to Vendor, charged to Vendor’s payment method on file, applied against Vendor’s reserve, or otherwise collected by BYPPO. BYPPO shall not be liable for or reimburse any payment processing fees under any circumstance unless BYPPO expressly agrees otherwise in writing.

13A. MINIMUM BALANCE AND RESERVE IN STRIPE CONNECTED ACCOUNTS

Vendor’s Stripe Connected Account must maintain a minimum balance of one hundred dollars (US $100.00) or such other amount designated by BYPPO from time to time (the “Reserve”). The Reserve functions as a buffer against refunds, disputes, chargebacks, processing fees, negative settlements, and any other amounts owed to BYPPO.

Stripe or BYPPO may withhold positive net transactions until the Reserve requirement is satisfied. Only funds exceeding the Reserve are eligible for payout to Vendor. If transactions result in a negative balance, future positive transactions may first be applied to cover the deficit, then to replenish the Reserve, and only then to release excess funds for payout.

Stripe or BYPPO may withhold payouts, debit Vendor’s Connected Account, debit Vendor’s payment method on file, or invoice Vendor to fund or replenish the Reserve. Vendor remains liable for any shortfall.

BYPPO may increase, decrease, suspend, or otherwise modify the Reserve requirement if BYPPO determines that order volume, refund activity, disputes, risk level, account history, operational performance, or other circumstances warrant adjustment.

Any remaining Reserve balance may be released to Vendor after account termination following a reconciliation period of up to one hundred twenty (120) days, subject to offsets for any amounts owed to BYPPO. Reserve funds do not accrue interest. Failure to maintain the Reserve may result in suspension or deactivation of Platform access.

14. DAILY SETTLEMENT, NEGATIVE BALANCES, AND OVERDUE PAYMENTS

BYPPO will perform one settlement calculation per day for each Vendor account, unless BYPPO determines that a different settlement schedule is necessary. If the daily settlement results in a positive balance, the amount eligible for payout will be paid to Vendor subject to processor timing, reserve requirements, deductions, offsets, chargebacks, refunds, and any other amounts owed to BYPPO.

If the daily settlement results in a negative balance, Vendor authorizes BYPPO to charge Vendor’s card, bank account, Connected Account, payment method on file, Reserve, or future payouts for the full negative balance. Vendor remains liable for any negative balance until paid in full.

Any amount owed by Vendor to BYPPO, whether due to customer refunds, service fees, overpayments, chargebacks, negative settlements, check-in charges, processing fees, reserve shortfalls, Cancellation Recovery Fees, promotional liabilities, or other obligations, must be paid in full by the close of business on the date specified in the invoice or payment notice issued by BYPPO, which may be the same calendar day.

Payment may be made via Stripe, automatic debit, card on file, ACH, direct payment, or any other payment method instructed by BYPPO. If payment is not received by the due date, BYPPO may assess a late fee of $25.00 every seven (7) calendar days until the full balance is paid. In addition, overdue amounts will accrue interest at a rate of 3% per month or the maximum rate permitted by law, whichever is lower.

Vendor is responsible for all payment processing fees associated with payments to BYPPO, including overdue balances. Such fees will be added to the outstanding amount and must be paid in full. BYPPO does not absorb or reimburse processing fees.

Vendor may opt in by securely storing a card, bank account, or payment method on file through the BYPPO Platform, Stripe, or another designated payment processor. Vendor expressly authorizes BYPPO to debit any payment method on file for the full balance of any outstanding, overdue, or negative amounts without further approval or notice.

BYPPO reserves the right to suspend, restrict, or deactivate Vendor’s access to the Platform at any time upon identification of any outstanding, overdue, negative, or disputed balance, without prior notice or formal demand.

15. TRANSACTION ACCOUNTING AND VENDOR PROCEEDS

For each Order, Vendor shall be eligible to receive the Order Subtotal, less any amounts owed to BYPPO or otherwise deducted under this Agreement, including but not limited to delivery fees, convenience fees, service fees, payment processing fees, chargebacks, cancellations, full refunds, adjustments, reserve amounts, promotional liabilities, negative settlements, and any other amounts owed to BYPPO.

Amounts owed to BYPPO may arise from every Customer Order and may include delivery fees, tips, convenience fees, service fees, processing fees, Cancellation Recovery Fees, and other platform charges collected through or associated with the BYPPO Platform.

These amounts may be automatically deducted from the portion of the Order total that would otherwise be transferred to Vendor. If Vendor’s share of an Order or daily settlement is insufficient to cover the total amount owed to BYPPO, BYPPO may issue an invoice, debit a payment method on file, draw from reserves, deduct from future payouts, or otherwise collect the remaining balance.

Vendor remains responsible for all BYPPO-related fees and applicable processing charges associated with a Customer Order regardless of whether the Order is subsequently canceled, refunded, reversed, disputed, charged back, or otherwise adjusted, except to the extent BYPPO expressly agrees otherwise in writing.

16. TAXES

Vendor is solely responsible for all federal, state, and local taxes applicable to Orders, Vendor Products, Vendor payouts, and Vendor’s business operations. BYPPO will not pay and shall not be responsible for sales tax, use tax, income tax, excise tax, or other taxes applicable to Vendor or Vendor Products.

BYPPO may calculate estimated sales tax collected from Customers based on Vendor-provided information, including store address, zip code, pricing, and applicable settings. Vendor is solely responsible for reviewing, confirming, and maintaining all tax settings and for advising BYPPO of any changes that may affect tax calculation. BYPPO shall not be liable for tax miscalculations, under-collection, over-collection, remittance errors, or tax disputes resulting from Vendor information or configuration errors.

17. ORDER ACCEPTANCE, CANCELLATIONS, REFUNDS, CREDITS, ADJUSTMENTS, AND PROMOTIONAL ACCOMODATIONS

Vendor shall have only two options when an Order is received through the BYPPO Platform:

(a) Accept the Order by selecting “Begin Prep” within seven (7) minutes of receipt; or

(b) Decline the Order by taking no action, in which case the Order will automatically cancel after seven (7) minutes and the Customer will receive a full refund.

Once Vendor selects “Begin Prep,” the Order is deemed accepted and Vendor is irrevocably committed to fulfilling the Order. Acceptance constitutes Vendor’s representation and warranty that all ordered items are available, Vendor is adequately staffed and operational, Vendor’s menu, pricing, inventory, Store Hours, meal plan settings, payment settings, and store status are accurate, and Vendor is capable of fulfilling the Order as submitted.

Following acceptance of an Order, Vendor shall have no right to cancel the Order, issue a full refund, issue a partial refund, reduce the Order amount, remove items from the Order, reverse the transaction, or otherwise modify the financial terms of the Order through the BYPPO Platform, except through functionality expressly authorized and enabled by BYPPO.

BYPPO reserves the sole and exclusive right, in its absolute discretion, to determine whether any Order is canceled, refunded, credited, adjusted, modified, substituted, or otherwise altered through the Platform. Only authorized BYPPO personnel may approve or process an Order cancellation, refund, account credit, service recovery credit, goodwill adjustment, or other Order-specific adjustment through the BYPPO Platform.

Vendor acknowledges and agrees that inventory shortages, out-of-stock items, pricing errors, menu inaccuracies, staffing issues, operational issues, equipment failures, communication failures, incorrect Store Hours, employee mistakes, meal plan configuration errors, payment configuration errors, tax configuration errors, or any other Vendor-related issue shall not relieve Vendor of its obligations after accepting an Order.

Nothing in this Agreement prohibits Vendor from creating promotional discounts, promo codes, gift cards, store credits, coupons, or other marketing incentives through the BYPPO Promo Management tools or outside of the BYPPO Platform at Vendor’s sole discretion and expense. Vendor may also elect to provide such promotional accommodations to Customers as a goodwill gesture.

Vendor acknowledges that promotional discounts, promo codes, gift cards, store credits, coupons, and other marketing incentives are separate and distinct from refunds, cancellations, credits, and Order adjustments. Any such promotional accommodation provided by Vendor shall not constitute a refund, cancellation, or modification of the original Order.

Any promotional discount, promo code, gift card, store credit, coupon, or other incentive provided by Vendor shall be funded solely by Vendor and shall not reduce, offset, waive, or otherwise affect any fees, charges, processing costs, delivery fees, convenience fees, service fees, Cancellation Recovery Fees, reserve requirements, or any other amounts owed to BYPPO.

Any refund, credit, promo code, gift card, account credit, goodwill adjustment, cancellation, or other accommodation issued by BYPPO shall not reduce, offset, waive, or otherwise affect any amounts owed by Vendor to BYPPO unless BYPPO expressly agrees otherwise in writing.

BYPPO may, from time to time and in its sole discretion, introduce Platform functionality allowing Vendors to issue credits, substitutions, adjustments, or other post-acceptance Order modifications. Any such functionality shall be governed exclusively by the policies, procedures, permissions, restrictions, and limitations established by BYPPO at the time such functionality is made available. BYPPO may modify, suspend, restrict, or remove such functionality at any time without notice.

Unless and until such functionality is expressly enabled by BYPPO, Vendor shall have no authority to issue refunds, credits, adjustments, substitutions, reductions, modifications, or other transaction changes through the BYPPO Platform after accepting an Order.

If Vendor cancels an Order before accepting it, fails to select “Begin Prep” within the seven (7) minute window, or otherwise fails to fulfill an Order while marked open on the Platform, Vendor may be charged the Cancellation Recovery Fee. BYPPO may collect the Cancellation Recovery Fee by deduction from Vendor payouts, debit of any payment method or Connected Account on file, drawing from reserves, future settlement offsets, or invoicing Vendor. Any invoiced amounts are due under Section 14 and may accrue late fees and interest.

For the avoidance of doubt, Vendor’s only options upon receipt of an Order are: (i) accept and fulfill the Order, or (ii) decline the Order before acceptance, resulting in a full cancellation and refund to the Customer. Except as expressly authorized by BYPPO, no post-acceptance cancellation, refund, or adjustment rights exist for Vendor.

BYPPO’s system records, timestamps, order logs, store status records, payment records, settlement records, and transaction records shall be conclusive evidence of Order status, acceptance, cancellation, modification, refund activity, and financial responsibility absent manifest error.

18. CUSTOMER COMPLAINTS

Vendor shall not refer to BYPPO any Customer complaints concerning Vendor Products, including complaints about quality, ingredients, pricing, content, packaging, missing items, wrong items, allergens, availability, substitutions, or preparation. Vendor is solely responsible for resolving such complaints in good faith.

If Vendor receives a complaint regarding delivery timeliness or delivery quality, Vendor shall promptly transmit that complaint to BYPPO.

Vendor acknowledges that BYPPO is responsible only for facilitating the Platform and delivery services, as applicable. Vendor is solely responsible for Customer complaints regarding Vendor Products and Vendor operations.

All amounts owed to BYPPO, including but not limited to Customer Convenience Fees, Delivery Fees, Vendor Service Fees, Cancellation Recovery Fees, and payment processing fees, are final and non-refundable under all circumstances, including refund, cancellation, dispute, chargeback, or Customer complaint, unless BYPPO expressly agrees otherwise in writing.

19. ORDER AND CREDIT CARD DISPUTES

If a Customer disputes an Order, initiates a chargeback, or otherwise challenges a payment, BYPPO may charge Vendor the applicable payment processor dispute fee and any related costs. If the dispute results in a reduction, reversal, debit, or chargeback of any amount that should have been paid to Vendor or BYPPO, Vendor shall reimburse BYPPO for the full amount of the reduction, reversal, debit, chargeback, and related fees.

BYPPO may automatically deduct such amounts from Vendor payouts, debit Vendor’s payment method on file, draw from Vendor’s Reserve, offset future settlements, or invoice Vendor. Vendor must cooperate with BYPPO in responding to disputes and must provide requested documentation promptly. BYPPO shall not be liable for the outcome of any third-party payment dispute.

20. FORCE MAJEURE

Neither Party shall be liable for failure or delay in performance due to causes beyond its reasonable control, including acts of God, natural disasters, governmental actions, pandemics, strikes, civil unrest, terrorism, failure of third-party systems, power outages, or network failures. The affected obligations shall be suspended only for the duration of the force majeure event. This Section shall not excuse Vendor’s payment obligations for amounts accrued before or during such event.

21. PROMO MANAGEMENT

Through BYPPO Promo Management, Vendor may create and manage promo codes, discounts, gift cards, credits, or other promotional tools made available by BYPPO. All promotions created through Promo Management may only be applied within the BYPPO Platform unless otherwise authorized.

Vendor is solely responsible for creating, configuring, funding, distributing, and monitoring Vendor-created promotions. BYPPO is not liable for Vendor-created promo errors, misapplied discounts, excessive discounts, customer disputes, or financial losses resulting from Vendor promotions.

22. MARKETING BOOSTER

The Marketing Booster is BYPPO’s digital marketing package provided to participating Vendors as part of the BYPPO Program. BYPPO may include active Vendors in promotional campaigns, which may include email marketing, social media promotions, SMS, in-app promotional codes, gift cards, credits, seasonal initiatives, and themed campaigns.

Vendor-specific promotions, including any promotion run by BYPPO that is specific to Vendor’s location or menu, and any Vendor-created promotion, discount, or gift card, are Vendor-funded, reduce Vendor’s payout, and do not reduce amounts owed to BYPPO.

BYPPO-wide promotions, including general BYPPO campaigns, first-order credits, or platform-level promos not tied to a specific Vendor, are BYPPO-funded unless otherwise stated by BYPPO.

In all cases, BYPPO fees, including convenience fees, delivery fees if applicable, service fees, and processing fees, may be calculated on the full pre-discount Order Subtotal and remain owed by Vendor unless BYPPO expressly states otherwise in writing.

BYPPO will use commercially reasonable efforts to provide advance notice before launching a major campaign. Vendor may request to opt out of future marketing promotions by written notice to BYPPO. Opt-out requests may take up to ten (10) business days to take effect and do not affect promotions already launched, Orders already placed, or amounts already owed.

23. VENDOR PROMOTIONS AND DISCOUNTS

Vendor may create and manage promotions, discounts, promo codes, gift cards, credits, and other promotional offerings through the BYPPO Vendor Platform or Promo Management tools, if available.

All Vendor-created promotions, discounts, gift cards, credits, or promo codes are solely the financial responsibility of Vendor. Such promotions reduce Vendor’s payout and do not reduce or impact any fees owed to BYPPO.

Regardless of any promotion, discount, gift card, or credit applied to an Order, BYPPO fees, including convenience fees, delivery fees if applicable, service fees, and processing fees, may be calculated on the full pre-discount Order Subtotal and remain owed by Vendor unless BYPPO expressly states otherwise in writing.

Vendor-created promotions must comply with BYPPO’s minimum threshold rules and any other promotional restrictions established by BYPPO. Unless otherwise approved by BYPPO, the Order Subtotal must be at least three (3) times the value of the discount offered. For percent-based discounts, Vendors may only create promotions of 50% off or less unless BYPPO expressly authorizes otherwise.

Vendor is solely responsible for ensuring that all Vendor-created promotions are properly configured. BYPPO may suspend, reject, reverse, modify, or remove any Vendor promotion at any time if BYPPO determines that the promotion harms Platform economics, operational integrity, customer experience, or compliance. Such action shall not waive or reduce any amounts owed by Vendor to BYPPO.

24. ALCOHOL SALES

Vendor is strictly prohibited from listing, offering, promoting, or selling any alcoholic products through the BYPPO Platform under any circumstances.

25. LIMITATIONS OF USE

Vendor shall not use the Platform unlawfully or in any manner prohibited by this Agreement or BYPPO’s Privacy Policy.

Vendor shall not alter, modify, interfere with, reverse engineer, decompile, disassemble, scrape, copy, monitor, scan, probe, test, or attempt to gain unauthorized access to any portion of the Platform, BYPPO systems, source code, data, security systems, or networks.

Vendor shall not use the Platform to upload, distribute, transmit, publish, display, or create content that is unlawful, pornographic, violent, defamatory, harassing, hateful, discriminatory, misleading, or otherwise harmful to BYPPO, Customers, campus partners, or third parties.

Vendor is solely responsible for obtaining and maintaining internet access, hardware, software, devices, telecommunications services, and any equipment needed to access the Platform. BYPPO shall not be responsible for failures caused by Vendor’s internet connection, device, carrier, staff, equipment, or systems.

BYPPO reserves the right to prevent, suspend, restrict, or remove any Vendor or user who violates this Agreement or poses a risk to the Platform, Customers, BYPPO, or campus partners.

26. RESERVATION OF RIGHTS AND OWNERSHIP

BYPPO reserves all rights in and to the Platform not expressly granted to Vendor. The Platform is protected by copyright, trademark, trade secret, and other intellectual property laws. BYPPO owns all right, title, and interest in and to the Platform, including its software, design, structure, workflows, data, algorithms, systems, and related intellectual property.

Vendor may not copy, alter, modify, sell, assign, lease, sublicense, transfer, or create derivative works from the Platform or allow any other person or entity to do so without BYPPO’s prior written consent.

27. LIMITATION OF LIABILITY AND DISCLAIMER OF WARRANTIES

To the fullest extent permitted by law, BYPPO and its managers, members, employees, partners, contractors, agents, suppliers, and affiliates shall not be liable to Vendor for any indirect, incidental, special, consequential, exemplary, or punitive damages, including lost profits, lost revenue, lost data, loss of goodwill, business interruption, or other intangible losses arising out of or relating to the Platform, this Agreement, Orders, Customers, Delivery Personnel, payment processing, or third-party systems.

THE PLATFORM AND SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED. BYPPO DISCLAIMS ALL WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, TITLE, SECURITY, ACCURACY, AVAILABILITY, AND UNINTERRUPTED OPERATION. BYPPO DOES NOT GUARANTEE THAT THE PLATFORM WILL BE ERROR-FREE, UNINTERRUPTED, SECURE, OR FREE FROM UNAUTHORIZED ACCESS, DATA LOSS, OR THIRD-PARTY FAILURES.

To the fullest extent permitted by law, BYPPO’s total liability to Vendor for all claims, damages, losses, and causes of action shall not exceed one hundred dollars (US $100.00), except where prohibited by applicable law.

28. INDEMNIFICATION

Vendor shall defend, indemnify, and hold harmless BYPPO, its affiliates, and their respective officers, directors, managers, members, employees, contractors, agents, successors, and assigns from and against any and all claims, damages, losses, liabilities, fines, penalties, costs, and expenses, including reasonable attorneys’ fees, arising out of or related to: Vendor Products; Vendor’s operations; Vendor’s employees, contractors, or agents; food safety; health code violations; allergens; labeling; pricing; menus; promotions; taxes; tips; alcohol violations; campus policy violations; Customer complaints about Vendor Products; Vendor’s breach of this Agreement; Vendor’s violation of law; Vendor-created content; Vendor’s intellectual property; Vendor’s failure to fulfill Orders; Vendor configuration errors; or any act or omission of Vendor.

BYPPO shall not be liable for claims arising from Vendor’s preparation, packaging, labeling, pricing, marketing, sale, or fulfillment of Vendor Products, except to the extent caused by BYPPO’s gross negligence or willful misconduct.

29. PRIVACY

BYPPO’s Privacy Policy is located at byppo.com/privacypolicy. Vendor agrees to comply with BYPPO’s Privacy Policy and all applicable privacy and data security laws. Vendor shall protect Customer information and shall not misuse, disclose, sell, retain, or use Customer information except as necessary to fulfill Orders through the Platform.

30. CUSTOMER INFORMATION

Customer information, including name, address, telephone number, order history, payment information, and account details, is proprietary to BYPPO. Vendor may use Customer information obtained through BYPPO solely for fulfilling the applicable Order and for no other purpose. Vendor shall not contact Customers outside of the Order fulfillment process, market to Customers, export Customer information, or use Customer information for any independent business purpose without BYPPO’s written consent.

31. GOVERNING LAW AND DISPUTES

This Agreement shall be governed by and construed in accordance with the laws of the State of Florida, without regard to conflict of law provisions.

Any dispute, controversy, or claim arising out of or relating to this Agreement, the BYPPO Platform, Orders, payments, fees, refunds, Vendor obligations, or the relationship between the Parties shall be exclusively resolved by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules.

Arbitration shall be conducted by a single arbitrator in Gainesville, Florida, unless otherwise agreed in writing by BYPPO. Each Party waives the right to file a lawsuit in any court of law, except as expressly provided in this Section.

To the fullest extent permitted by law, the Parties waive any right to participate in a class action, class arbitration, or representative proceeding. Arbitration must be conducted on an individual basis only.

The prevailing Party in any arbitration or permitted legal action shall be entitled to recover all costs and expenses incurred, including reasonable attorneys’ fees, arbitrator fees, and court enforcement costs.

Nothing in this Section prevents either Party from filing an individual claim in small claims court in Alachua County, Florida, pursuing enforcement through a governmental agency with jurisdiction, or seeking injunctive or equitable relief in court to protect confidential information, intellectual property, or Platform integrity.

Any permitted legal action must be brought exclusively in the state or federal courts located in Alachua County, Florida. The Parties submit to the jurisdiction of those courts and waive objections to venue.

If a Party files a lawsuit in violation of this Section, the other Party may move to dismiss or stay the action and compel arbitration. The non-complying Party shall be responsible for all costs, including attorneys’ fees, incurred in enforcing this provision.

All claims must be brought within one (1) year of the event giving rise to the claim. Claims filed beyond that period shall be time-barred.

Failure by BYPPO to enforce any provision shall not constitute a waiver. If any provision is held unenforceable, the remainder shall remain in effect.

32. TERMINATION AND DEACTIVATION

This Agreement may only be terminated in accordance with the termination provisions set forth in the applicable MSA. Any attempted unilateral termination by Vendor outside of the MSA terms shall be null and void. In the event of material breach, the non-breaching party may initiate termination in accordance with the procedures in the applicable MSA.

BYPPO reserves the right to suspend, restrict, or deactivate Vendor’s access to the Platform immediately, with or without notice, in the event of nonpayment, fraud, operational violations, excessive cancellations, inaccurate Store Hours, failure to fulfill Orders, risk to Platform integrity, customer experience concerns, campus partner concerns, or material violation of this Agreement.

Suspension, restriction, deactivation, expiration, or termination shall not relieve Vendor from obligations under this Agreement or the applicable MSA, including all financial obligations.

All provisions that by their nature should survive termination shall survive, including Sections 12 through 19, 26 through 32, and all outstanding payment, indemnification, data, ownership, confidentiality, dispute, limitation of liability, and enforcement obligations. Vendor’s obligation to pay accrued fees, charges, processing fees, negative balances, reserve shortfalls, overdue balances, chargebacks, and any other amounts owed to BYPPO shall remain enforceable until paid in full.

33. ENTIRE AGREEMENT

This Agreement, together with the applicable MSA, constitutes the entire agreement governing Vendor’s use of the BYPPO Platform. In the event of conflict between this Agreement and the applicable MSA, the applicable MSA shall prevail.

This Agreement supersedes all prior oral or written communications or agreements concerning Vendor’s use of the Platform, except to the extent governed by the applicable MSA or any written agreement signed by BYPPO.

BYPPO reserves the right to amend this Agreement from time to time. Vendor’s continued access to or use of the Platform after notice of any amendment constitutes acceptance of the amended Agreement. Vendor acknowledges that it has not relied on any representations, promises, or assurances outside of this Agreement or the applicable MSA.

COMMUNICATION

If you have any questions regarding this Agreement, please contact vendor@byppo.com.

BYPPOCampus, LLC

Victoria Liu, Manager