VENDOR AGREEMENT, PLATFORM USE & NON-CIRCUMVENTION POLICY

Vendor Name: ______________________________

Business Name: _____________________________

By registering as a Vendor, listing products, accepting orders, or otherwise using the Platform, the Vendor acknowledges and agrees to the following terms.

1. Platform Purpose

1yummyfood.com (“Platform”) provides a marketplace that connects approved vendors with customers and provides technology, marketing, order processing, and marketplace services.

2. Vendor Responsibilities

The Vendor is responsible for ensuring that all products, preparation, packaging, labeling, licensing, permits, and business activities comply with all applicable federal, state, county, and local laws and regulations.

The Vendor must provide accurate product information and fulfill accepted orders professionally and on time.

3. Platform Customers

Customers introduced to the Vendor through the Platform are considered Platform Customers for purposes of this Agreement.

The Vendor acknowledges that the Platform invests resources in marketing, customer acquisition, technology, advertising, and maintaining the marketplace.

4. NON-CIRCUMVENTION — DIRECT SALES PROHIBITED

The Vendor agrees not to bypass, circumvent, or attempt to circumvent the Platform by conducting direct sales with customers who were introduced to the Vendor through the Platform.

The Vendor is prohibited from:

Asking a Platform Customer to purchase directly from the Vendor.
Providing a personal phone number, email address, website, social-media account, or payment information for the purpose of completing a transaction outside the Platform.
Asking a customer to cancel a Platform order and purchase directly from the Vendor.
Offering a Platform Customer a special price or discount for purchasing directly.
Accepting direct payment from a Platform Customer for a transaction originating through the Platform.
Using customer information obtained through the Platform to solicit future direct orders.
Directing Platform Customers to another website, marketplace, social-media account, or physical location for the purpose of avoiding Platform fees.
Using another person, business, account, or company to circumvent these requirements.

This restriction applies to both immediate transactions and subsequent transactions resulting from a customer relationship established through the Platform.

5. CONTRACTUAL CHARGE

If the Vendor violates the non-circumvention provisions of this Agreement, the Vendor agrees to pay the Platform a liquidated-damages charge per confirmed violation or transaction, as applicable. The current amount is $200 and is published in the Platform's admin settings under the key vendor_circumvention_penalty_usd. The Platform may revise this amount from time to time via the same setting; the version of this Agreement the Vendor has accepted references the amount in effect at the time of acceptance.

The parties acknowledge that the Platform may incur losses that are difficult to calculate, including lost commissions, marketing expenses, customer acquisition costs, and loss of future business.

The parties therefore agree that the amount is intended to represent reasonable liquidated damages and is not intended as a punishment or penalty, to the extent permitted by applicable law.

In addition to the contractual charge, the Platform may suspend or terminate the Vendor’s account for a violation.

The Platform may also pursue any other remedies available under applicable law.

6. Customer Information

Customer information obtained through the Platform may only be used for legitimate order fulfillment, customer service, and other purposes authorized by the Platform.

The Vendor may not use Platform customer information to create an independent customer list for the purpose of bypassing the Platform.

7. Pre-Existing Customers

This Agreement does not prohibit the Vendor from conducting business with a customer who had an established business relationship with the Vendor before the customer was introduced to the Vendor through the Platform.

If requested, the Vendor may be required to provide reasonable evidence of the pre-existing relationship.

8. Platform Fees

The Vendor agrees to pay all applicable commissions, transaction fees, listing fees, subscription fees, promotional fees, or other charges disclosed by the Platform.

9. Stripe Connected Account & Payment Processing

Payments on the Platform are processed by Stripe, Inc. ("Stripe") through Stripe Connect. By registering as a Vendor, listing products, or accepting orders, the Vendor also agrees to Stripe's terms, incorporated by reference into this Agreement:

The Stripe Connected Account Agreement, available at https://stripe.com/legal/connect-account; and
The Stripe Services Agreement, available at https://stripe.com/legal/ssa.

The Vendor acknowledges that Stripe may independently underwrite, verify, hold, disburse, freeze, or refund funds; may request KYC/KYB information directly from the Vendor; and may suspend or terminate the Vendor's Stripe Connected Account subject to Stripe's own policies. The Platform is not a party to disputes between the Vendor and Stripe regarding these matters, but will make commercially reasonable efforts to assist.

The Vendor is responsible for keeping the information on their Stripe Connected Account (business details, tax information, payout bank account, beneficial ownership, etc.) accurate and up to date. Failure to do so may result in payout holds, order-processing suspension, or account termination by Stripe, the Platform, or both.

10. Suspension or Termination

The Platform may suspend or terminate a Vendor’s account for:

Circumventing the Platform;
Directly selling to Platform Customers;
Violating this Agreement;
Providing false information;
Failing to fulfill orders;
Violating applicable laws or regulations; or
Conduct that creates a material risk to customers or the Platform.

Termination does not eliminate amounts owed to the Platform before termination.

11. Electronic Acceptance

By clicking “I Agree,” “Accept,” “Register,” “Become a Vendor,” or a similar electronic acceptance button, the Vendor agrees that the action constitutes the Vendor’s electronic acceptance of this Agreement to the extent permitted by applicable law.

VENDOR ACKNOWLEDGMENT

By checking the acceptance boxes on the vendor registration screen, the Vendor confirms that they have read the Vendor Agreement and specifically acknowledge that directly selling to, soliciting, or intentionally redirecting customers introduced through 1yummyfood.com outside the Platform is prohibited, and that a confirmed violation may result in a contractual charge per violation or transaction (currently $200; see the Platform's vendor_circumvention_penalty_usd setting for the amount in effect), subject to applicable law.

The Vendor's legal name, business name, and the precise timestamp of each acceptance are captured automatically by the platform and stored as the Vendor's electronic signature and the Platform's counter-signature. No physical signature, typed name, or manual date entry is required from either party.