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BYPPO TECHNOLOGIES, LLC

Effective Date & Last Modified 9/14/23

Vendor User Agreement

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To: BYPPO Vendors

 

On behalf of Byppo Technologies, LLC, I want to express how pleased we are that you have chosen to use our Vendor Platform to assist in the sales and payments of and for your products. We will do our best to facilitate an efficient ordering and payment system for you and your customers.      

 

This Vendor User License Agreement is a legal agreement between Byppo Technologies, LLC (“Byppo,” or “our”) and you, (“Vendor,” you” or “your”) a user of our Vendor Platform (“Platform” or “Vendor Portal”). Byppo and Vendor are collectively referred to herein as “Parties.” You agree to be bound by the terms of this Agreement by using our Platform. 

 

Definitions 

1. “Customer Portal” and “Byppo Platform” means Byppo’s online communication platform where Customers can view and search all Vendors’ menus and place an order for Vendor Products for delivery to the Customer or pick-up by the Customer. 

2. “Vendor Platform or Portal” means the online website, accessible at app.byppo.com/vendor through which Vendor can regularly view and fulfill new and incoming orders, review and confirm its transactions, fees, and charges, and account on the Platform.

3. “Delivery Portal” means the platform where a Delivery Personnel manages his or her delivery orders. 

4. “Delivery Personnel” means an independent third-party delivery contractor responsible for delivering Vendor’s products.

5. “Vendor Products” includes all products offered and listed by Vendor for pick-up or delivery orders at Vendor Stores.

6. “Vendor” means the restaurant or other entity that has agreed to participate in the  Byppo Services. 

7. “Byppo Services” means the Byppo Platform.

8. “Customer” means the customer who places an order for Products through the Byppo Platform.

9. “Order” or “Transaction” means any Pick Up Order or a Delivery Order, as applicable, to be processed and completed on the Byppo app. 

10. “Vendor Fee'' means the service fee charged to the Vendor and automatically collected by Byppo to feature the Vendor on the Byppo Platform. 

11. “Order Subtotal” means the total price of Vendor Products ordered by the Customer based on the listed prices set on Vendor’s Platform.

12. “Byppo Data” shall mean any information that Byppo produces, provides, or makes accessible to Vendor through the Vendor Platform, including without limitation Personal Information.

 

Terms of Use

1. The Parties' Relationship: Byppo provides an online marketplace platform using web-based technology that connects Vendors, independent delivery contractors, and Customers. Byppo is not a merchant, seller of goods, or delivery service; it is an online connection platform. Vendor and Byppo agree that they are independent businesses whose relationship is governed by these Terms. Nothing in the Parties' agreements, relationship, or transactions shall create or be construed as creating an agency, partnership, fiduciary or joint venture relationship between Byppo and Vendor (or Vendor's employees, representatives, or locations). Except as expressly set forth these Terms, each Party shall be responsible for its own expenses, profits, and losses.

 

1. Description of Vendor Platform: When a Customer places an order on the Customer Portal, the order will be exhibited on the orders page when you log into the Byppo Vendor Portal via a web browser on a computer or tablet.

 

1. Core Responsibilities. Byppo and Vendor shall have the following responsibilities:

1. Byppo Core Responsibilities: Byppo will, in a timely manner:

   1. Display Vendor’s logo; a listing of the Vendor on Byppo; and a menu of Vendor Products on the Byppo Platform;

   2. Accept properly transmitted Orders from Customers;

   3. Forward each Order to the relevant Vendor; 

   4. Forward any Delivery Order to Delivery Personnel. 

   5. Provide for payment to the Vendor in accordance with this Agreement.

2. Vendor Core Responsibilities. Vendor will, in a timely manner:

   1. Upon initial sign up, provide Byppo with the Vendor’s in-store or take-out menu, including each Product's price on such menu. Vendor’s prices charged to Byppo Customers will be at least as favorable as Vendor prices charged to non-Byppo Customers.

   2. Monitor Vendor’s menu and store information on the Vendor Platform, promptly make updates via the Vendor Platform to reflect the most up-to-date products, pricing, and other information, and immediately notify Byppo of any errors or changes in writing;

   3. Accept all Orders placed by Customers on the Byppo Platform from Vendor’s then-current menu;

   4. Prepare the Vendor Products accurately, completely, and on a timely basis for each Order.

   5. Process Orders in the order in which they are received;

   6. Monitor Vendor’s days and hours of operation on the Byppo Platform, and remain open for Byppo business the same days and hours of operation as Vendor’s in-store business; accurately make any changes to the hours of operations on holidays or other days on the Vendor Platform. 

   7. Notify all Vendor store staff members of the relationship with Byppo immediately upon execution of this Agreement and each new staff member thereafter, and assure that store staff members are trained to respond to and fill Byppo Customer Orders.

   8. Regularly review and confirm the transactions, fees, and charges on orders via the Vendor Portal, and promptly communicate to Byppo any inaccuracies; and

   9. If Customer Orders include tips, Vendor will distribute such tips in accordance with applicable law, including but not limited to tip pooling laws. For Delivery Orders, Customer tips will not be received by Vendor.

 

4. Tablet Equipment: Vendor will install any equipment reasonably necessary  for Vendor to receive and process Orders (including, without limitation, a tablet, fax machine, or other automated, electronic means of receiving Orders) (“Tablet Equipment”). Byppo will advise Vendor about the type of tablet to procure. Byppo will not be held accountable for any loss or damage to, or malfunction by, these tablets.

 

5. Communication with Customers: Communication of Customer Order Status is relayed through the Byppo Customer Portal and text message communication if the Customer has entered a mobile text message number and has opted to receive text message order updates. 

 

The Vendor is responsible for updating and tracking orders placed by customers on the “Orders'' page. Vendor is responsible for logging into its Vendor account in the Vendor Portal and communicating with the Customer the status of his/her order promptly. 

 

The communication by text message to the Customer’s mobile phone will advise the Customer as to “Order Received,” “Order Being Prepared,” “Order Ready for Pick-Up,” “Order Being Delivered,” or “Order Delayed.”

 

6. Diligent Use of Vendor Platform: It is essential that Customers who order through the Vendor Platform be kept advised of their order’s status, including an estimated time that the order will be ready. If you fail to advise Customers in an accurate and timely manner of any changes to their order status, or if your store is closed, but you have failed to close your Store on the Vendor Platform to stop receiving orders, Customers will be aggrieved, and both you and Byppo will lose goodwill and potential revenues. Timely and accurate information to Customers is an essential part of the service that is being provided. 

 

When an Order is received in the Vendor Platform, a sound notification is prompted to be played. To assure that you hear Orders being received on Vendor Portal, Byppo recommends that the device or tablet you use to receive such orders be maintained at an appropriate location and kept at maximum volume.

 

Byppo also has the functionality to allow the order sound notification to be repeated every X amount of seconds. You can set this functionality in the “Notifications Settings'' of the Vendor Platform. Byppo recommends that you set order sound notifications to be repeated at least every 10 seconds. 

 

7. Vendor Service Options: Customers may select from one of the following service options that will be shown on the Byppo app for Customers: 

1. Online Ordering - Table Delivery - Customers at the Vendor’s physical location can place and receive their orders through your personnel, delivering their order to a specified table indicated on the Byppo app. This service is optional.

2. Online Ordering - Pre-Ordering - Customers can place an order hours before their arrival. Pre-ordering can apply to any of the service options selected. 

3. Online Ordering - Express Pick Up - Customers pick up their orders at Vendor’s physical location when they are ready. Through the Vendor Platform, you will notify Customers in real-time to know exactly when to pick up their orders. 

4. Byppo Delivery - Customers can place an order and have their order  delivered to a specific location. The Order is delivered to that Customer’s delivery address by Delivery Personnel matched to that specific Order. The Customer will be charged a delivery fee determined by Byppo. The delivery fee is set solely by Byppo and is not included in Vendor’s revenue.

5. Byppo does not warrant or represent that Delivery Personnel will be available at all times to fill requested delivery orders. 

6. If delivery personnel are not available to fulfill a delivery order, the customer will be notified and may choose to change the order to another service option. 

7. Check-in (Before and After Order) - Customers can check in to the Vendor’s physical location by visiting the restaurant. A successful check-in requires the Customer to check in on the BYPPO APP and to leave a star-review rating or written feedback about his/her experience at the Vendor restaurant.

 

Unless stated otherwise, these Online Ordering service options will be available to all Byppo Customers and may not be altered or amended by the Vendor. Check-in service and Online Ordering is required.

 

8. Grant of License: Provided that you have complied and continue to abide by the terms of this Agreement, Byppo grants you a limited, non-exclusive, non-transferable right to have access to and use the Vendor Platform for the purposes of your business. In consideration of this grant of a license, Byppo will have the right to use your Vendor name and logo in Byppo’s advertising, promotional materials, and media content.

 

9. Your Usage: You will have access to the Vendor Platform for the sole purpose of listing Products and Product prices that you are offering to potential Customers. All postings will be made by you and may be amended or modified by you from time to time. Byppo will not be responsible for any errors or the accuracy of any postings that you make. Byppo has the right to restrict or exclude any postings that Byppo believes are not consistent with this license’s purpose or adversely impact its platform’s quality. 

 

10. 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. Vendor acknowledges that, depending on the recipient's mobile provider service, it may not be possible to transmit the text message to the recipient successfully. 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.

 

11. 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. 

Opt-in: To opt in to Byppo’s order status notification text messaging, provide your mobile phone number on the Vendor Portal.

Byppo Opt-out: You may opt-out of receiving such messages at any time by turning off this feature on the Vendor Portal.

 

Text Messaging Fees

• Byppo does not charge a fee for text messaging services. While we do not charge for this service, we are not responsible for any charges from a person's service provider that may result from our providing this service. It is the Vendor's responsibility to check with their individual carrier, as standard messaging and data rates may apply. Byppo assumes no responsibility for charges incurred by in this text messaging service. Any text messaging fees that the Vendor incurs will be billed on the Vendor’s individual mobile provider bill.

 

12. Vendor Fees: Byppo will charge you a Vendor Fee for your right to have access to the Byppo Platform. Your Vendor Fee will be displayed on the Vendor Platform in the “Reports & Order History'' section, which you may view at all times when you log into your account. You can also access the Byppo Vendor Portal to see what Vendor Fee is being applied to your Byppo Vendor Account. The “Vendor Pricing Overview” section displays all the Byppo Vendor Fees that apply to you based on the services that you have selected to use. 

Byppo reserves the right to revise the amount of your Vendor Fee at any time. Your continued use of the Byppo platform will constitute your acceptance of any revised Vendor Fee. Byppo makes no representation that the amount of your Vendor Fee will be identical to that charged to other Byppo vendors. 

For each Order filled by you as Vendor, Byppo will receive as part of the Vendor Fee a percentage of the Order Total, which is the sum of:

1. The Order subtotal.

2. The Convenience Fee charged by Byppo to the customer. This is a fee that Byppo collects and will not be remitted to the Vendor;

3. The sales and other taxes applicable to the order;

4. The Delivery Fee, if any, charged by Byppo to the customer. 

5.  Less any deductions applied by promo codes used by the customer. 

 

13. Customer Check-In Service Fee: As part of its service, Byppo encourages its customers to dine in at the various Byppo Vendors. If a Byppo user elects to “Check-in” at the Vendor’s establishment via the Byppo app, the Vendor will be charged a Check-In Service fee (the Vendor Check-in Fee per customer is displayed on the Vendor Pricing Overview page on the Vendor Portal). If the Vendor has elected on the Vendor Portal to receive text message communications from Byppo, the Vendor will be notified by text message on a weekly basis on vendor’s total weekly check-in progress. If any of those messages require the payment of a text message fee, Byppo will not be responsible for the payment of that fee. BYPPO is not responsible for any failure of text messages to be delivered to the phone number that the Vendor provided. 

 

Byppo will process the Vendor’s account for such Check-In Fees on a daily basis through Stripe. If the check-in fees owing to Byppo by Vendor exceed the amount owing to Vendor, Vendor will be responsible for the Stripe service fee assessed on such payments to Byppo. Stripe service fees for such payments are described at https://stripe.com/pricing/local-payment-method. 

Byppo does not promise or warrant that a Byppo customer who has checked in to a particular Vendor will in fact dine in at that Vendor, as Byppo will not be responsible for factors that may cause the customer to not dine in the Vendor’s establishment after checking in.

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14. Payment & Stripe Transaction / Credit Card Processing Fee: Payment processing services for Vendors on the Byppo Platform are provided by Stripe and are subject to the Stripe Connected Account Agreement, which includes the Stripe Services Agreement. By agreeing to these Terms, Vendor agrees to be bound by the Stripe Connected Account Agreement and the Stripe Services Agreement, as the same may be modified by Stripe from time to time. As a condition of Byppo enabling payment processing services through Stripe, Vendor agrees to provide Byppo accurate and complete information about Vendor’s representative and its business, and Vendor authorizes Byppo to share it and transaction information related to Vendor’s use of the payment processing services provided by Stripe. Stripe has been audited by a PCI-certified auditor and is certified to PCI Service Provider Level 1. Stripe’s credit card and processing fee is currently 2.9% of the Order Total plus $0.30 per successful transaction. For more information about Stripe, visit www.stripe.com. Byppo reserves the right to employ the services of other credit card processing companies.

Byppo will not be responsible for any delays or errors with Stripe’s accounting or processing of any amounts owing to or claimed by the Vendor. Any disputes regarding the timing or amounts to be credited to Vendor’s account must be resolved solely between Vendor and Stripe or any other credit card processing company Byppo may use in the future. Byppo will use its best efforts to assist with relevant and available information in any disputes that may arise.

 

15. Overdue Payments: Any amount that Vendor owes Byppo, whether as a result of customer refunds, overpayments, check-in fees, or any other reason, shall be paid by Vendor to Byppo at the close of business on the day that such amount is determined. Such amount may be paid to Byppo through Stripe or directly to Byppo. Failure to pay such amount will result in Byppo invoicing the Vendor accordingly, and a late fee of $25 will be assessed against the Vendor every seven (7) days following the invoice date.  Byppo may invoice the Vendor either through Stripe or by registered mail to Vendor’s address. Vendor is responsible for any Stripe processing or payment fees incurred. Vendor will pay the Stripe fee for any payment made through Stripe.

 

16. 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.

 

17. Refunds: 

1. Refunds Requirement: If Vendor chooses to refund a Customer for an Order that was placed on the Byppo Platform, Vendor must issue and process the refund through the Vendor Platform.

2. Refunds Determined by Byppo: Byppo, in its sole discretion, has the right to issue a refund or credit on any Order. 

3. Order Refunds: 

   1. If the Vendor elects to refund a Customer via the Vendor Portal for any reason, such election shall not obligate Byppo to provide a corresponding reimbursement to Vendor. Byppo will not be responsible for the refund process or any payment errors or accounting problems that may occur through the refund process. 

   2. Any refunds or credits will not reduce or affect amounts owing or paid to Byppo on that transaction for any Byppo fee charged to the Customer and the Vendor Fee, nor will any refund reduce or affect the amount charged by the payment processing service provider for the credit card transaction and processing fee. If a Customer is issued a full refund (meaning the entire total of the customer’s charge, including sales tax and fees), Vendor will be charged the Customer’s Convenience Fee and, if applicable, the Delivery Fee. 

   3. In the event that the Customer receives a full or partial refund of his/her order, tips are nonrefundable on the Vendor Platform unless expressly authorized in writing to Byppo by a Customer. Any refund that you authorize on the Vendor Platform cannot exceed the Customer’s total charge amount, exclusive of tips. 

4. Delivery Default: In the unlikely event that an Order is canceled by delivery personnel, the customer will be fully refunded. 

I. If the delivery default is the fault of the delivery personnel, the delivery personnel will be charged with the cost of the order, and the Vendor will receive the amount owing to the Vendor for that order. 

Ii. If the delivery default is due to the fault of the Vendor, such as an inaccurate filling of an order, the Vendor will be charged with the entire cost of the order. 

Iii. If the delivery default is due to a customer’s fault, such as an improper address or failure to be present to receive the order, the customer will be charged with the cost of the order, and all amounts due to the Vendor, delivery personnel and Byppo will be allocated in the normal manner.

 

18. Customer Complaints: Vendor agrees not to refer to Byppo any Customer complaints about Vendor products or services. If Vendor receives any complaints regarding the timeliness or quality of delivery of an Order, Vendor shall promptly  transmit that complaint to Byppo.  

Vendor acknowledges and agrees that Byppo shall be responsible only for facilitating the delivery of 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. 

 

19. Order/Credit Card Disputes: In the event that 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. 

 

21. Promo Management: Through the Byppo Promo Management, both Byppo and you 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 own flexibility. 

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21. Marketing Booster: Marketing Booster is our digital marketing package that is included for our Vendors when they join BYPPO. We do our best to include all our Vendors in as many of our marketing promotions as possible, which include but are not limited to email marketing campaigns, social media campaigns, text message campaigns, in-app promo code promotions, and more. Vendor agrees to participate in BYPPO Marketing Booster campaigns when they join BYPPO as a Vendor.  Any monetary discounts from promos, gift cards, or credits on Orders will reduce the total owing to the Vendor and will not be the responsibility of or charged against Byppo. If the Vendor wishes to opt out, the Vendor must contact BYPPO directly and notify BYPPO of such a request.

 

22. Vendor Promotions and Discounts: You will advise Byppo sufficiently in advance of any promotions or discounts so that Byppo can adjust the Vendor account on the Byppo Platform accordingly. If you fail to fully and timely advise Byppo of any promotions or discounts, Byppo will not be responsible or liable for any disputes that may arise with Customers. Vendors will resolve any disputes directly with Customers. Any monetary discounts from promos, gift cards, or credits on Orders will reduce the total owing to Vendor and will not be the responsibility of or charged against Byppo. 

 

23. Alcohol Sales: If wine or other alcohol products are among the items listed for purchase, your posting on the Vendor Platform must state the following: “No alcohol products will be sold to any person under the age of 21. Each purchaser of wine or other alcoholic product will be required to provide proof of age at the time the alcohol is delivered to or picked up by the customer.” Byppo assumes no responsibility for the sale of alcohol products and you will defend, indemnify, hold harmless and pay any and all fines and economic damages that may be incurred by Byppo as a result of your improper sale of alcohol products. Any refunds necessary as a result of attempted purchases by underage customers will be handled by you pursuant to the refund provisions of Item 14.

 

24. 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 to the server of Byppo Technologies, LLC, 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.

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.

 

25. 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.

 

26. Limitation of Liability: In no event shall BYPPO Technologies, LLC, 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. 

 

27. 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.

 

28. 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.

 

29. 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.

 

30. Governing Law and Disputes: These Terms shall be governed and construed in accordance with the laws of the state of Florida. Any controversy or claim arising out of or relating to the Terms shall be settled by binding arbitration. Either party may initiate arbitration by making a demand on the other party by written notice. However, nothing in these terms will be deemed to waive, preclude or otherwise limit the right of either of us to (1) bring an individual action in small claims court; (2) pursue enforcement action through the applicable federal, state, or local agency if that action is available; or (3) file suit in a court of law to address an intellectual property infringement claim.

 

The arbitration shall be conducted in accordance with the Commercial Arbitration Rules of the American Arbitration Association and shall take place in Gainesville, Florida, United States. The arbitrator shall have authority to determine who shall pay costs and expenses, including without limitation reasonable attorneys’ fees and arbitrator’s fee. The parties intend that the prevailing party in any action shall be entitled to recover the cost of such action, including without limitation reasonable attorney’s fees incurred as a result of such action.

 

Our failure to enforce any right or provision of these Terms will not be considered a waiver of those rights. If any provision of these Terms is held to be invalid or unenforceable by a court, the remaining provisions will remain in effect. 

 

31. Termination/Deactivation: Termination/Deactivation: BYPPO and the Vendor each , possess the unilateral authority to terminate this Agreement at its discretion. BYPPO is entitled to cancel this agreement with one (1) day's written notice, except in cases of a substantial breach by the Vendor, which may necessitate immediate termination and removal of Vendor from the BYPPO Customer APP.

 

For the Vendor to initiate termination of this agreement, it must formally request deactivation of their store through the BYPPO Vendor Portal, specifically for the store listed on the BYPPO Customer APP. BYPPO will diligently review and act upon the Vendor's deactivation request within 3 business days. If there are no outstanding balances, BYPPO will proceed to deactivate the Vendor's store, removing it from visibility on the BYPPO Customer APP. In cases where the Vendor has outstanding balances, settlement of these outstanding amounts is a prerequisite for BYPPO's approval of the deactivation request. Once all outstanding balances have been settled, the Vendor will receive an email confirming their formal deactivation from the BYPPO APP, and its restaurant listing will be removed.

 

Upon deactivation and/or termination, the Vendor's access to BYPPO services will be terminated. Termination will not impact any fees or other amounts owed to either party as a result of previous or ongoing transactions.

 

32. Re-activation to BYPPO: The Vendor may request the reactivation of their Vendor store on the BYPPO Customer app and the resumption of their BYPPO services, provided that they have not materially breached this Agreement. To initiate this process, the Vendor is required to submit a reactivation request through their account on the BYPPO Vendor Portal. BYPPO will diligently review this request within a timeframe of 3 business days, and the Vendor will receive an email notification once their request has an update. Any reactivation will be subject to BYPPO’s policies and requirements as of the reactivation date.

33. Entire Agreement: This Agreement and any written instructions related to the Platform provided by Byppo constitute the whole agreement between you and Byppo and supersede all prior oral or written communications or agreements concerning the Platform. 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.

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