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

 

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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 and using the BYPPO Vendor Portal, Vendor agrees to be bound by the terms of this Agreement.

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DEFINITIONS

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• PLATFORM: The BYPPOCAMPUS customer ordering platform, including the Customer Ordering App, Vendor Portal, and Delivery Portal.

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• CUSTOMER ORDERING APP: The mobile or web-based application through which Customers place Orders.

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• VENDOR PORTAL: The mobile and web-based application (available on the Apple App Store and Google Play) used by Vendors to manage menus, pricing, Orders, and account settings.

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• DELIVERY PORTAL: The mobile application used by Delivery Personnel to manage and fulfill assigned deliveries.

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• CUSTOMER: An individual who places an Order through the BYPPO Platform.

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• ORDER: A transaction initiated by a Customer for the purchase of Vendor Products, fulfilled either via pick-up or delivery.

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• VENDOR PRODUCTS: Food, beverages, or other goods listed by the Vendor for sale on the BYPPO Platform.

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• ORDER SUBTOTAL: The total cost of Vendor Products in a single Order, excluding taxes, delivery fees, service charges, and tips.

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• VENDOR FEE: The service fee charged to the Vendor by BYPPO for listing and transacting through the Platform.

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• BYPPO DATA: Any data, analytics, reports, or information produced or provided by BYPPO via the Platform, including Customer data and transaction details.

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TERMS OF USE:

 

• THE PARTIES' RELATIONSHIP: The Parties are independent businesses. Nothing in this Agreement creates a partnership, joint venture, agency, or fiduciary relationship between BYPPO and Vendor. Each Party is responsible for its own operations, employees, expenses, profits, and losses. Vendor further acknowledges that BYPPO exercises no control over Vendor’s day-to-day operations, pricing, or product offerings, and assumes no liability for Vendor’s business practices​

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• VENDOR CORE RESPONSIBILITIES: Vendor agrees to:

  • Maintain an accurate and up-to-date menu, pricing, and store information on the Vendor Portal.

  • Accept and process all Customer Orders promptly and accurately.

  • Update the Vendor Portal to “Begin Prep” status 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 hours of operation on the Platform consistent with Vendor’s in-store business hours.

  • Train store staff on how to fulfill BYPPO Orders and maintain BYPPO service standards.

  • Distribute Customer tips in accordance with applicable law.

  • Notify BYPPO immediately if the Vendor chooses to disable delivery services on the Platform for more than one (1) hour. Advance notice is required to maintain a seamless customer experience and to allow BYPPO to make necessary adjustments to platform availability.

  • Vendor agrees to comply with all applicable campus, university, or institutional rules and restrictions governing the sale, promotion, and delivery of food or goods on campus. BYPPO shall not be liable for any fines, penalties, or losses resulting from Vendor’s non-compliance with such policies.

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• TABLET EQUIPMENT AND ORDER ACKNOWLEDGMENT: Vendors are responsible for installing and maintaining all equipment required to receive and process BYPPO orders, including tablets or other devices (“Tablet Equipment”). BYPPO will recommend compatible devices for optimal use. Devices must be placed in a visible location with volume turned up and repeat sound alerts enabled (recommended: every 10 seconds) to avoid missed Orders.
  
  When a new Order is received, you must tap “Begin Prep” within seven (7) minutes to confirm that the Order is being prepared. If the Order is not acknowledged within 7 minutes, the system will automatically cancel and refund the Customer to preserve trust and reliability. This not only results in lost revenue for you, but also negatively impacts your standing on the BYPPO Platform.
  
  If your equipment becomes non-functional and prevents you from processing Orders for more than two business days, you must pause delivery on the Vendor Portal and notify BYPPO immediately. Extended downtime or repeated missed acknowledgments may result in removal from the platform, loss of promotional eligibility, or other penalties.

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• COMMUNICATION WITH CUSTOMERS AND RUNNERS: Vendors must actively manage Order statuses through the BYPPO Vendor Portal. When a Customer places an Order, real-time updates are automatically sent via the BYPPO App and SMS (if enabled). These status changes also notify Runners when an order is ready for pickup.
  
  Timely and accurate updates ensure smooth delivery execution. Failure to acknowledge Orders or keep statuses updated may result in cancellations and impact your platform standing.

 

• DILIGENT USE OF THE PLATFORM: To maintain an exceptional and reliable customer experience, Vendors agree to:

  • Actively monitor the BYPPO device and platform continuously during all store operating hours.

  • Promptly acknowledge and begin preparing all Orders within seven (7) minutes of receipt on the Vendor Portal to avoid automatic cancellations.

  • Ensure that the Vendor Portal’s listed store hours and menu availability match actual physical store hours and offerings at all times.

  • If a Vendor must temporarily close, reduce hours, or pause service due to staffing issues, capacity constraints, or any operational reason, they must immediately notify BYPPO and update their store status in the Vendor Portal accordingly

 

Vendor shall acknowledge each order by selecting the ‘Begin Prep’ button in the Vendor Portal. Vendor is also responsible for updating order statuses in real-time through the Portal to inform the Customer and Delivery Personnel of progress.

Repeated failure to promptly acknowledge orders, frequent automatic cancellations, discrepancies between actual and listed store hours, or failure to promptly notify BYPPO of operational changes may result in account review, temporary suspension, or permanent removal from the BYPPO Platform.

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• VENDOR SERVICE OPTIONS: Vendor agrees to make the following service options available to Customers via the BYPPO Platform, as applicable:

  • Online Ordering – Pre-Ordering: Customers may place Orders in advance for fulfillment at a later time. Pre-ordering may be applied to any of the service types offered.

  • Online Ordering – Express Pick-Up: Customers may place Orders for in-store pickup. Vendor is responsible for updating the Order status in real-time via the Vendor Portal to notify the Customer when the Order is ready.

  • Campus Delivery: Customers may select delivery to a designated address. BYPPO Delivery Personnel will be assigned to fulfill the Order. Customers will be charged a delivery fee determined solely by BYPPO. This fee is not included in the Vendor’s revenue. BYPPO makes no guarantee of delivery availability at all times. If Delivery Personnel are unavailable, the Customer will be notified and given the option to select an alternative service method.

 

• GRANT OF LICENSE: Subject to Vendor’s continued compliance with the terms of this Agreement, BYPPO grants Vendor a limited, non-exclusive, non-transferable license to access and use the Vendor Platform solely for the purposes of listing and managing Vendor Products and Orders. In connection with this license, Vendor authorizes BYPPO to use Vendor’s name and logo for marketing, promotional, and operational purposes.
   

• VENDOR DATA AND BYPPO DATA: Vendor retains ownership of Vendor-uploaded content (e.g., menus, logos), but grants BYPPO a perpetual, royalty-free, worldwide license to use such content for marketing, platform operation, and analytics. All customer data, transaction data, platform metrics, and analytics generated through the BYPPO Platform are exclusively owned by BYPPO. Vendor shall not attempt to access or use such data outside of the Vendor Portal without written permission.

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• YOUR USAGE: Vendor is solely responsible for all information and content posted on the Platform, including menu items, pricing, product descriptions, and availability.
  
  BYPPO shall not be liable for any inaccuracies or errors in content posted by Vendor. BYPPO reserves the right to restrict or remove any content deemed inconsistent with the purposes of the Platform, misleading, or damaging to BYPPO’s brand or customer experience.
   

• TEXT MESSAGING TERMS AND CONDITIONS: Text messages are distributed via third-party mobile network providers and therefore Byppo cannot control certain factors relating to message delivery. Wireless carriers are not liable for delayed or undelivered messages.
  
  Byppo does not claim or guarantee the availability or performance of this service, including liability for transmission delays or message failures.

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• NEW ORDER NOTIFICATION SERVICE:  Our order status notification service will send the Vendor a New Order Text message when an order comes in from a customer. Standard messaging and data rates may apply.
  
  Vendors may opt to receive text message alerts when new Orders are placed.

  • Opt-In: Vendor may enroll in text message notifications by providing a valid mobile phone number(s) in the Vendor Portal.

  • Opt-Out: Vendor may disable this feature at any time through the Vendor Portal.

  • Fees: BYPPO does not charge for this service; however, Vendor may incur standard messaging or data rates from their wireless provider. BYPPO assumes no responsibility for such charges.

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• VENDOR PLATFORM ACCESS: This Agreement is subject to the terms and conditions of the Master Services Agreement (“MSA”) executed between BYPPOCAMPUS, LLC and the university’s designated dining services provider governing the campus where the Vendor operates. In the event of any conflict between this Agreement and the applicable MSA, the terms of the MSA shall control.
  
  Access to the Vendor Platform is provided as part of the BYPPO Delivery Program and is governed by the Master Services Agreement (“MSA”) executed between the Parties.
  
  Vendor acknowledges that access to the Vendor Platform is subject to the applicable fees outlined in the MSA. If such fees are paid by a third party on Vendor’s behalf, Vendor shall not be directly responsible for the $300 monthly service fee.
  
  Continued use of the Vendor Platform constitutes acceptance of these terms, including any future modifications to fees or access conditions as communicated by BYPPO in accordance with the MSA. BYPPO reserves the right to suspend or terminate platform access in the event of nonpayment or other material noncompliance.
   

• PAYMENT PROCESSING & CREDIT CARD TRANSACTION FEES: Payment processing services for Vendors on the BYPPO Platform are provided by Stripe and are subject to the Stripe Connected Account Agreement, including the Stripe Services Agreement. By using the BYPPO Platform, Vendor agrees to be bound by these agreements. Vendor is responsible for all transaction fees charged by Stripe or any future payment processor. BYPPO reserves the right to change processors at its discretion.
  
  As a condition of enabling payment processing through Stripe, Vendor agrees to provide BYPPO with accurate and complete business and representative information and authorizes BYPPO to share such information, along with relevant transaction details, with Stripe for the purposes of facilitating payment processing.
  
  Stripe is certified to PCI Service Provider Level 1, the highest level of certification available in the payments industry. Stripe’s current credit card transaction fee is 2.9% of the order total plus $0.30 per successful transaction. For more information, visit 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 the Vendor. This responsibility shall extend to all associated charges, refunds, reprocessed payments, adjustments, cancellations, and chargebacks, and shall survive termination of this Agreement.
  
  These fees are:

  • Automatically deducted from any amounts payable to the Vendor;

  • Added to any balance invoiced to the Vendor if BYPPO is owed funds related to an order (e.g., tips, delivery fees, refunds);

  • Applicable to all refunds, adjustments, disputes, or reprocessed payments initiated through the platform.
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Vendor is solely and fully responsible for all credit card processing fees incurred on transactions processed through the BYPPO Platform. These fees, charged by Stripe or any applicable third-party processor, must be paid in full by the Vendor regardless of any order status, including but not limited to refunds, cancellations, chargebacks, or disputes. BYPPO shall not be liable for or reimburse any such fees under any circumstance.
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• OVERDUE PAYMENTS: Any amount owed by Vendor to BYPPO—whether due to customer refunds, service fees, overpayments, check-in charges, or other obligations—must be paid in full by the end of each day or close of business on the date specified in the invoice issued by BYPPO. Payment may be made either via Stripe or through direct payment to BYPPO, as instructed.
  
  If payment is not received by the due date, BYPPO reserves the right to issue a formal invoice to the Vendor. Invoices may be delivered via Stripe or sent by registered mail to the Vendor’s address on file. A late fee of $25.00 will be assessed every seven (7) calendar days following the invoice date until the full balance is paid. BYPPO reserves the right to suspend or restrict the Vendor’s access to the Platform at any time upon identification of any outstanding or overdue balance, without prior notice or issuance of a formal invoice.
  
  In addition to late fees, all overdue amounts will accrue interest at a rate of 3% per month, or the maximum rate permitted by law, whichever is lower.
  
  Vendors are responsible for all Stripe credit card processing fees associated with payments to BYPPO, including overdue balances. These fees—currently 2.9% plus $0.30 per transaction—will be added to the outstanding amount and must be paid in full with each Stripe-based payment. BYPPO does not absorb or reimburse processing fees under any circumstances.
  
  Alternatively, Vendors may opt in by securely storing a card or payment method on file via the BYPPO Platform via Stripe or another designated payment processor. BYPPO may process overdue balances using such payment method(s) without further notice. Vendor expressly authorizes BYPPO to debit any card or payment method on file for the full balance of any outstanding or overdue amounts without further approval or notice, to ensure timely payment and uninterrupted service.
   

• TRANSACTION ACCOUNTING AND VENDOR PROCEEDS (VENDOR OWNED AMOUNTS): Vendor Owed Amounts will arise from every Customer order based on portions of the transaction such as delivery fees, tips, and convenience fees that are collected by the BYPPO Platform and contractually owed to BYPPO. For each Order, Vendor shall receive the Order Subtotal less any amounts owed to BYPPO under this Agreement, including delivery fees, convenience fees, credit card processing charges, and any applicable refunds.
  
  These amounts are automatically deducted from the portion of the order total that would otherwise be transferred to the Vendor. If the Vendor’s share of the order is insufficient to cover the total amount owed to BYPPO, BYPPO will issue an invoice to the Vendor for the remaining balance. All such invoices must be paid in accordance with the terms outlined in Section 14 (Overdue Payments).
  
  The Vendor remains responsible for all Stripe credit card processing fees associated with these transactions, including fees on any amounts transferred to BYPPO pursuant to this section. The Vendor remains liable for all BYPPO-related fees and applicable processing charges associated with a Customer order, regardless of whether the order is subsequently canceled, refunded, or reversed. These obligations shall not be waived under any circumstance. The Vendor remains liable for all BYPPO-related fees and applicable processing charges associated with a Customer order, regardless of whether the order is subsequently canceled, refunded, or reversed. These obligations shall not be waived under any circumstance.

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• TAXES: You agree to pay all federal, state, and local taxes applicable to any orders obtained through the Vendor Platform. Byppo will not pay nor be responsible for any sales or other taxes applicable to your Orders. As part of its services, Byppo will calculate the sales tax collected from Customer for each Order (adjusted for any promotions or discounts that Vendor or Bypoo may provide) based upon the Vendor’s store address and zip code. The Vendor will be responsible for advising Byppo of any adjustments or modifications to its services, location, or pricing policies that may affect the calculation of appropriate taxes.

 

• ORDER REFUNDS: In the event the Vendor elects to issue a refund to a Customer for any Order placed through the BYPPO Platform, such refund must be processed exclusively through the Vendor Portal. BYPPO shall bear no responsibility or liability for any processing errors, accounting discrepancies, or payment failures related to Vendor-initiated refunds. Any such refund shall not entitle the Vendor to reimbursement or offset from BYPPO, nor may the Vendor deduct refund amounts from fees owed to BYPPO unless expressly authorized in writing by BYPPO.
  
  BYPPO reserves the sole and exclusive right, in its discretion, to issue refunds or credits to Customers for any Order placed on the Platform. Any refund or credit issued—whether by BYPPO or the Vendor—shall not reduce, alter, or affect the amounts owed or already paid to BYPPO by the Vendor, including but not limited to: the Customer Convenience Fee, Vendor Service Fee, Delivery Fee (if applicable), or payment processing fees charged by BYPPO’s third-party processor (currently 2.9% plus $0.30 per transaction), all of which shall remain the sole obligation of the Vendor.
  
  In the case of a partial refund, the Vendor remains responsible for all BYPPO-related fees and processing costs tied to the original transaction. No proration or fee adjustment shall be applied to BYPPO’s portion of the transaction.
  
  If a full refund is issued, the Vendor shall still be liable for: (a) the full Customer Convenience Fee; (b) the Delivery Fee, if applicable; (c) all applicable credit card processing fees; and (d) any tip amount. All tip amounts, whether for pickup or delivery, are strictly non-refundable and shall not be returned to the Customer under any circumstances, unless BYPPO receives a direct written request from the Customer and expressly approves the refund in writing.
  
  Refunds issued by the Vendor through the Vendor Portal shall not exceed the total amount charged to the Customer, exclusive of any tip. BYPPO shall not be liable for any consequences, financial or otherwise, arising from Vendor-issued refunds.
  
  In the event of a delivery default, responsibility shall be determined as follows: 

  • Vendor Fault: If the default is due to the Vendor’s error (including but not limited to incorrect, incomplete, or missing items), the Vendor shall bear the full cost of the Order and shall not be entitled to reimbursement.

  • Delivery Personnel Fault: If the default is due to the delivery personnel (including but not limited to late delivery, failure to deliver, or loss of the Order), the delivery personnel shall be charged the full cost of the Order, and the Vendor shall receive the full amount owed to them for the Order.

  • Customer Fault: If the default is due to the Customer (including but not limited to providing an inaccurate delivery address or failing to be present to receive the Order), the Customer shall remain liable for the full cost of the Order. In such cases, all associated fees shall be allocated among the Vendor, delivery personnel, and BYPPO in accordance with the standard payment structure.

  • In the event of a full or partial refund due solely to BYPPO’s fault or platform failure, Vendor shall not be responsible for any platform fees or processing charges

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• CUSTOMER COMPLAINTS: Vendor agrees not to refer to Byppo any Customer complaints about Vendor products or services. If the Vendor receives any complaints regarding the timeliness or quality of delivery of an Order, the Vendor shall promptly transmit that complaint to Byppo. Vendor agrees to respond to Customer complaints within forty-eight (48) hours and to resolve such complaints in good faith.
  
  Vendor acknowledges and agrees that Byppo shall be responsible only for facilitating the delivery of the Vendor’s products to Customers. Vendor shall be solely responsible for Customer complaints regarding Vendor products, including without limitation, complaints regarding the nature, quality, pricing, content, number, or packaging of Vendor products.
  
  All Amounts Owed to BYPPO — including but not limited to the Customer Convenience Fee, Delivery Fee, Vendor Service Fee, and credit card processing fees — are final and non-refundable under all circumstances, including refund, cancellation, or dispute.     

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• ORDER / CREDIT CARD DISPUTES: If a Customer disputes an Order, Byppo will charge the Vendor the Stripe Transaction Dispute Fee. If the dispute results in a reduction of the amount that should have been paid to the Vendor, the Vendor shall reimburse Byppo for the amount of the reduction. Byppo will automatically deduct and invoice the Vendor for any amounts reduced and the Dispute Fee. Vendor will cooperate with Byppo with regard to any dispute to help resolve disputes in a timely and efficient manner.
   

• FORCE MAJURE: Neither Party shall be liable for any failure or delay in performance under this Agreement due to causes beyond its reasonable control, including but not limited to acts of God, natural disasters, governmental actions, pandemics, strikes, civil unrest, acts of terrorism, or failure of third-party systems. In such events, affected obligations shall be suspended for the duration of the event.

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• PROMO MANAGEMENT: Through the BYPPO Promo Management, both Byppo and Vendor will have the ability and the discretion to create and manage promos. All promos created via the Promo Management can only be applied on the Byppo app. You are responsible for creating your promo correctly and for distributing such promo codes to your customers. The Promo Management allows you to create new and delete existing promo codes at your flexibility. 

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• MARKETING BOOSTER: The Marketing Booster is BYPPO’s digital marketing package provided to all participating Vendors as part of the BYPPO Program. BYPPO makes a good faith effort to include all active Vendors in a variety of promotional campaigns, which may include, but are not limited to:
   

  • Email marketing

  • Social media promotions

  • Text message campaigns

  • In-app promotional codes

  • Gift card or credit-based incentives

  • Seasonal or themed marketing initiatives
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By joining the BYPPO Platform, the Vendor agrees to participate in BYPPO’s Marketing Booster campaigns and acknowledges that promotional efforts are coordinated at BYPPO’s discretion.

Any monetary discounts, promotional credits, gift cards, or other incentives applied to a Customer’s order as part of a Marketing Booster campaign will reduce the net amount payable to the Vendor for that order. However, such promotions will not reduce or impact the amounts contractually owed to BYPPO from that order, including but not limited to delivery fees, tips, convenience fees, or other platform charges.

BYPPO will notify Vendors at least seven (7) business days prior to launching a major campaign. Should the Vendor wish to opt out of future marketing promotions, the Vendor must submit a written request to BYPPO. Opt-out requests will be acknowledged and confirmed in writing, and may take up to ten (10) business days to take effect.
 

• VENDOR PROMOTIONS AND DISCOUNTS: Vendors may create and manage their own promotions, discounts, and gift card offerings through the BYPPO Vendor Platform. These promotions may be set up independently by the Vendor or with the assistance of BYPPO upon request. If the Vendor wishes for BYPPO to assist with the setup or execution of any promotion or discount, the Vendor must provide written notice to BYPPO at least seven (7) business days in advance. Failure to provide sufficient and timely notice may result in delays or misapplication of the promotion, and BYPPO shall not be held responsible or liable for any resulting errors or customer disputes.
  
  The Vendor is solely responsible for all promotions, discounts, or gift cards it issues, regardless of whether they are created independently or with BYPPO’s support. Any monetary discounts, gift cards, or credits applied to an order under a Vendor-initiated promotion will reduce the net amount payable to the Vendor for that order and will not be reimbursed by or charged to BYPPO.
  
  BYPPO will not be liable for any disputes arising from Vendor-created promotions. Vendors are responsible for resolving such disputes directly with the affected Customers. 

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• ALCOHOL SALES: Vendors are strictly prohibited from listing, offering, or selling any alcoholic products through the BYPPO Platform under any circumstances

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• LIMITATIONS OF USE: Without derogating from any of the terms and conditions herein, you undertake to act in accordance with the following terms in relation to the Platform:

  • You undertake to refrain from using the Platform in an illegal manner or with the intention to violate any applicable law or in any manner prohibited by these Terms or the Byppo Privacy Policy, which is available at byppo.com/privacypolicy.

  • You undertake to refrain from making any alteration, modification, or changes to the Platform, interfering with the Platform design, source code, or any element of the Platform, and from inappropriately using the intellectual property rights of any third party;

  • You undertake to refrain from attempting to gain unauthorized access to any portion or feature of the Platform, or any other systems or networks connected to the Platform or the server of Byppo, or any of the services offered on or through the Platform, by hacking, password “mining,” or any other illegitimate means;

  • You undertake to refrain from using any “deep-link,” “page-scrape,” “robot,” “spider,” or other automatic device, program, algorithm, or methodology, or any similar or equivalent manual process, to access, acquire, copy reverse engineer, disassemble, monitor, decompile or otherwise attempt to discover any portion of the Platform or any content, to obtain or attempt to obtain any materials, documents or information through any means not purposely made available through the Platform;

  • You undertake to refrain from probing, scanning, or testing the vulnerability of the Platform or any network connected to the Platform, nor breach the security or authentication measures on the Platform or any network connected to the Platform;

  • You undertake to refrain from using the Platform to distribute copy, reproduce, transmit, publicly display, publish, edit or create derivative works from any content that contains pornographic material, violent expressions, defamation, slander and hate speech, bullying, and harassment including content that directly attacks people or shaming them based on their race, ethnicity, national origin, religious affiliation, sexual orientation, sex, gender, or gender identity, or serious disabilities or diseases;

  • Before using the Platform, you have examined and ensured that the Platform is suitable for your needs, and you waive any claim to the Platform not being fit for your needs.

  • You are solely responsible for verifying before using the Platform the condition of your internet connection – Byppo will not bear any responsibility for damage caused due to your internet connection problems.

  • You are responsible for obtaining and maintaining any equipment or ancillary services needed to connect to, access the Platform, including, without limitation, modems, hardware, software, and long-distance or local telephone service. You are responsible for ensuring that such equipment or ancillary services are compatible with the Platform.

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We reserve the right to prevent a user who has violated any provision of these Terms or any other obligation set forth in this Agreement from using the Platform. By accessing the Platform through your computer, tablet, or cell phone, you acknowledge that the availability of the Services is dependent on your internet access or your device and your device’s carrier (“Carrier”). We shall not bear any responsibility for damage you may incur due to your internet service or your Carrier’s connection failure, or computer, tablet, or mobile device problems.
 

• RESERVATION OF RIGHTS AND OWNERSHIP: Byppo reserves all rights to the Vendor Platform not expressly granted to you in this Agreement. The Platform is protected by copyright and other intellectual property laws. Byppo owns all rights and titles on the Platform. Except for your permitted postings, you may not copy, alter or modify the Platform or any of its contents in any way, including without limitation its underlying ideas, algorithms, or structure, or allow any other person or business to do so. You may not sell, assign, lease or otherwise transfer any of your rights under this Agreement without the express prior written approval of Byppo.

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• LIMITATION OF LIABILITY: In no event shall Byppo nor its managers, employees, partners, agents, suppliers, or affiliates, be liable to you for any indirect, incidental, special, consequential, or punitive damages, including without limitation, loss of profits, data, use, goodwill, or other intangible losses, resulting from (i) your access to or use of or inability to access or use the Platform; (ii) any conduct or content of any third party on the Platform; (iii) any content obtained by third parties from the Platform; and (iv) unauthorized access, use or alteration of your transmissions or content, whether based on warranty, contract, tort (including negligence) or any other legal theory, whether or not we have been informed of the possibility of such damage.
   

Disclaimer of Warranties:

THE PLATFORM AND SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED. BYPPO DISCLAIMS ALL WARRANTIES, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND TITLE. BYPPO MAKES NO GUARANTEE THAT THE PLATFORM WILL BE ERROR-FREE, UNINTERRUPTED, OR FREE FROM UNAUTHORIZED ACCESS OR LOSS.

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• INDEMNIFICATION: Each party (the “Indemnifying Party”) will defend, indemnify, and hold harmless the other party, its subsidiaries and affiliates, and their respective officers, directors, managers, members, employees, and agents (the “Indemnified Party”) from and against any and all claims, damages, losses, and expenses (including reasonable attorney’s fees) (collectively “Losses”) with respect to any third-party claims arising out of or related to (i) any economic or bodily injury (including death) or damage to tangible or real property to the extent caused by the Indemnifying Party’s personnel or, in the case of Vendor as the Indemnifying Party, caused by the Vendor Products; (ii) any claims that the Indemnifying Party breached its representations, warranties or covenants; (iii) the violation of any law or regulation or the intellectual property of a third party by the Indemnifying Party’s logos, trademarks, trade names, menus, documentation, or other intellectual property ; or (iv) in the case of Vendor as the Indemnifying Party, Vendor’s failure to distribute tips as required by applicable law. In addition, Vendor will defend, indemnify and hold harmless Byppo from any Losses related to any violation or alleged violation of any applicable retail food or other health and safety code, rule, or regulation related to Vendor Product(s), except to the extent such Losses were caused directly by the gross negligence or willful misconduct of Byppo. In each case, the Indemnified Party shall provide the Indemnifying Party with (a) prompt notice of any claims such that the Indemnifying Party is not prejudiced by any delay of such notification, (b) the option to assume sole control over defense and settlement of any claim, and (c) reasonable assistance in connection with such defense and settlement (at the Indemnifying Party’s expense). The Indemnified Party may participate in the defense or settlement of such a claim with counsel of its own choice and at its own expense; however, the Indemnifying Party shall not enter into any settlement agreement that imposes any obligation on the Indemnified Party without the Indemnified Party’s express prior written consent. Byppo assumes no liability, and shall have no liability, for any infringement claim based on Vendor’s access to and/or use of the Vendor Platform following notice of such an infringement claim; any unauthorized modification of the Vendor Platform by Vendor; or Vendor’s combination of the Vendor Platform with third party programs, services, data, hardware, or other materials which otherwise would not result in such infringement claim. In no event will Byppo’s total liability to you for all damages, losses, and causes of action, whether in contract, tort or otherwise exceed $100 per claim for indemnification.
  
  Vendor acknowledges that it is solely responsible for the preparation, packaging, labeling, pricing, marketing, and sale of Vendor Products. BYPPO shall have no liability for any claims arising from Vendor’s operations, personnel, or business practices, and Vendor agrees to defend and indemnify BYPPO for any such claims, regardless of whether BYPPO is alleged to be concurrently liable, except where BYPPO is found to be grossly negligent or engaged in willful misconduct.

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• PRIVACY: The terms and conditions of  BYPPO’s privacy policy are located at byppo.com/privacypolicy. By using the Vendor Platform, you agree to comply with BYPPO’s privacy policy and with all applicable laws and regulations with respect to the privacy and security of BYPPO Customers’ privacy and security.

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• CUSTOMER INFORMATION: BYPPO’s information regarding the name, address, telephone number, and credit card is proprietary to BYPPO. You may not use a Customer’s information obtained through Byppo for any purpose other than in relation to an order placed through Byppo.

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• GOVERNING LAW AND DISPUTES: These Terms shall be governed by and construed in accordance with the laws of the State of Florida, without regard to conflict of law provisions.
   

Binding Arbitration Requirement

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Any dispute, controversy, or claim arising out of or relating to these Terms, the BYPPO Platform, 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 below.

• Either party may initiate arbitration by sending written notice to the other.

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Class Action Waiver & Individual Claims Only

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

Recovery of Costs and Legal Fees

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The prevailing party in any arbitration or legal action shall be entitled to recover all costs and expenses incurred, including but not limited to reasonable attorneys’ fees, arbitrator’s fees, and any court enforcement costs.

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Exceptions to Arbitration

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Nothing in this section shall waive or restrict the right of either party to:

1. File an individual claim in small claims court in Alachua County, Florida;

2. Pursue enforcement through a federal, state, or local agency with jurisdiction;

3. Seek injunctive relief or equitable remedies in court to protect confidential information or intellectual property.

 

Venue and Jurisdiction

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If any legal action is permitted under these Terms, it must be brought exclusively in the state or federal courts located in Alachua County, Florida. The Parties irrevocably submit to the jurisdiction of those courts and waive any objections to venue.
 

Enforcement of Arbitration Clause
 

If a party files a lawsuit in violation of this clause, 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 legal fees, incurred in enforcing this provision.
 

Time Limit for Claims
 

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.
 

Severability and Waiver
 

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

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• TERMINATION / DEACTIVATION: This Agreement may only be terminated in accordance with the termination provisions set forth in the Master Services Agreement (“MSA”) executed between the Parties. Any attempted unilateral termination by Vendor outside of the MSA terms shall be null and void. In the event of a material breach, the non-breaching party may initiate termination in accordance with the procedures in the MSA.
  
  BYPPO reserves the right to suspend or deactivate Vendor’s access to the Platform immediately, with or without notice, in the event of nonpayment, fraud, operational violations, or risk to platform integrity. Suspension does not relieve Vendor from obligations under this Agreement or the MSA, including all financial obligations
  
  Notwithstanding termination, all provisions of this Agreement that by their nature should survive termination shall remain in full force and effect, including but not limited to Sections 12–18, 26–30, and any outstanding financial obligations. Vendor’s obligation to pay accrued fees, charges, Stripe or other payment processing fees, overdue balances, and any other amounts owed to BYPPO shall remain enforceable until paid in full.

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• ENTIRE AGREEMENT: This Agreement, along with the Master Services Agreement (“MSA”), constitutes the entire agreement between BYPPO and Vendor regarding the Vendor’s use of the BYPPO Platform. In the event of a conflict, the terms of the MSA shall prevail. This Agreement constitutes the whole agreement between you and Byppo and supersede all prior oral or written communications or agreements concerning the Platform, except that this Agreement is subject to any overriding agreement made by Byppo with a company that provides dining and food services to a University under which the  Vendor is providing services. BYPPO reserves the right to amend this Agreement from time to time. Your continued use of the Platform will constitute your acceptance of any amendments. Vendor acknowledges that it has not relied on any oral or written representations, promises, or assurances outside of this Agreement or the Master Services Agreement in entering into this Agreement.

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COMMUNICATION: If you have any questions regarding this Agreement, please reach us via vendor@byppo.com.

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BYPPOCampus, LLC                

Victoria Liu, Manager