Clipp Vendor Agreement

Effective Date: July 17, 2025

BY EXECUTING AN ORDER FORM, CLICKING TO ACCEPT, OR OTHERWISE USING ANY SERVICES PROVIDED BY CLIPP, INC. ("CLIPP"), THE VENDOR AGREES TO BE BOUND BY AND COMPLY WITH THE TERMS OF THIS VENDOR AGREEMENT, INCLUDING ANY ADDITIONAL TERMS REFERENCED HEREIN. IF THE INDIVIDUAL ACCEPTING THIS AGREEMENT DOES NOT HAVE AUTHORITY TO BIND THE VENDOR, THEY SHOULD NOT ACCEPT THIS AGREEMENT.

1. Scope

This Agreement governs Vendor's access to and use of Clipp’s services, including its web and mobile applications, vendor tools, analytics dashboards, communication features, and other platform functionality made available by Clipp (collectively, the "Services"). The scope of Services provided to Vendor is subject to the specific terms and selections outlined in the applicable Order Form.

2. Right to Use Services

2.1 Clipp grants Vendor a limited, non-transferable, non-exclusive, revocable license to access and use the Services solely for the purpose of managing business transactions with restaurant buyers through the Clipp platform. Vendor is responsible for maintaining the confidentiality of login credentials and for all activity that occurs under their account. Vendor shall immediately notify Clipp of any unauthorized access or use.

2.2 As part of the Services, Clipp may from time to time communicate with Vendor using the contact methods provided by Vendor at the time of application and/or during Vendor’s use of the Services. Vendor expressly agrees that if it or any of its employees provide a mobile phone number or email address to Clipp, Clipp is authorized to contact Merchant or its employees, including without limitation at that number or email address using autodialed or prerecorded message calls or text messages in order to provide transactional, servicing, and account-related messages to Merchant.

3. Vendor Obligations

Vendor agrees to:

• Provide accurate and up-to-date business, banking, and tax information;

• Maintain accurate and truthful product listings, prices, and availability;

• Comply with applicable laws and regulations, including those relating to food safety, marketing, and tax;

• Resolve disputes directly with restaurant buyers where appropriate;

• Only message restaurant buyers with appropriate consent in compliance with laws such as the TCPA and CAN-SPAM

4. Restrictions on Use

Vendor shall not:

• Resell or sublicense access to the Services;

• Interfere with or attempt to disrupt the Services;

• Use the Services to promote fraudulent or misleading business practices;

• Use the platform for the benefit of unaffiliated third parties or act as an aggregator;

• Extract data or reverse engineer the Services.

5. Data Ownership & Use

Vendor retains ownership of all data they upload ("Vendor Data"). Vendor grants Clipp a non-exclusive, royalty-free license to use Vendor Data to operate, improve, and support the Services, including anonymized aggregation for analytics. Clipp retains all rights in its software, systems, and platform features. Feedback submitted by Vendor may be used by Clipp without restriction.

6. Fees and Payment

Vendor shall pay Clipp applicable fees as outlined in a separate order form or rate sheet. Clipp may invoice Vendor or withdraw fees via ACH with Vendor’s prior permission. Fees are non-refundable unless otherwise stated.

6.1 Taxes

Vendor is solely responsible for determining, collecting, and remitting any applicable sales, use, excise, or similar taxes unless Clipp is legally required to do so under state or local marketplace facilitator laws. Clipp will notify Vendor where such obligations apply and deduct applicable amounts from payments.

6.2 Tax Reporting and Backup Withholding

Clipp may report transaction volume and issue IRS Form 1099-K or similar tax documentation. Vendor agrees to provide accurate taxpayer information and authorizes Clipp and its payment providers to collect and store this information. Clipp may withhold amounts as required by law.

7. Communications and Marketing Compliance

Vendor may use Clipp’s messaging features to contact restaurant buyers only where proper consent has been obtained. Vendor is responsible for complying with all applicable marketing and communication laws and regulations. Clipp reserves the right to suspend access in the event of spam or unlawful messaging activity.

8. Term and Termination

This Agreement remains in effect until terminated by either party. Clipp may suspend or terminate access with notice for violations, non-payment, or unlawful activity.

Upon termination, Vendor will cease using the Services and may request access to export their data for a limited time. Certain provisions (e.g., Fees, Confidentiality, Data, Indemnity) shall survive termination.

9. Confidentiality

Each party agrees to protect the other’s non-public information with the same level of care it uses to protect its own confidential information and to use such information only for purposes of this Agreement

10. Disclaimers

The Services are provided "as is." Clipp makes no warranties regarding uptime, results, or compatibility with third-party systems.

11. Limitation of Liability

Clipp’s liability is limited to the amount of fees paid by Vendor in the 12 months preceding the claim. Clipp is not liable for indirect, special, incidental, or consequential damages.

12. Indemnification

Vendor agrees to indemnify and hold harmless Clipp and its affiliates from any third-party claims arising from:

• Vendor’s use of the Services;

• Inaccurate or unlawful Vendor Data;

• Violation of any applicable laws.

13. Governing Law and Dispute Resolution

This Agreement is governed by the laws of the State of New York. Disputes shall be resolved through confidential arbitration in New York County, NY, except where injunctive relief is required.

14. General Provisions

This Agreement constitutes the entire agreement between Clipp and Vendor. It may only be amended in writing. Vendor may not assign this Agreement without Clipp’s written consent. Notices may be provided by email or via the platform.

15. Force Majeure

Neither party shall be in default of its obligations under this Agreement to the extent its performance is delayed or prevented by any act of God, earthquake, flood, national disaster, strike, embargo, riots, sabotage, utility or transmission disruption or outage, equipment or widespread communications network or internet failure, governmental or regulatory changes, acts of declared or undeclared war, terrorism, fire, unforeseen vendor issues, pandemic or any other similar event beyond such party’s control (each a “Force Majeure Event”). Upon the occurrence of a Force Majeure Event, the non-performing party shall be excused from any further performance or observance of the affected obligations for as long as such circumstances prevail, and provided that such party continues to attempt to recommence performance or observance to the greatest extent possible as soon as possible and without delay.

16. Definitions

“Vendor” means the food distributor or other commercial entity using Clipp’s platform to sell goods to restaurant buyers.
“Services” means the web-based and mobile services, order tools, communications features, and loyalty management tools provided by Clipp.
“Applicable Law” includes all federal, state, and local laws governing the sale of goods, data privacy, and commercial communication.

Updates to Agreement

Clipp may modify this Agreement from time to time by posting an updated version at https://getclipp.com/vendor-agreement or by notifying Vendor through the platform or by email. Changes will become effective 30 days after such notice unless Vendor objects in writing. Continued use of the Services after the effective date of any changes constitutes acceptance of the updated terms.