Clipp Vendor Agreement
Effective Date: October 22, 2026
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.
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.
Clipp’s services may include the facilitation of digital payment transactions through third-party payment service providers, including but not limited to Stripe and PayPal. Access to and use of these payment services is subject to the respective terms and eligibility requirements of those providers. Clipp does not control and is not responsible for decisions made by these providers regarding the availability or continued provision of their services to any Vendor.
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 Vendor 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 Vendor.
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
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.
Data Ownership & Use
Vendor owns all data that it, its staff, or its buyers submit to or generate through the Services (“Vendor Data”). Vendor grants Clipp a non-exclusive, royalty-free, fully paid license to use, copy, process, display, share, and adapt Vendor Data to provide the Services, to improve and develop Clipp’s products (including by training models and algorithms), and to create de-identified data that does not identify Vendor, its buyers, or any individual (“De-identified Data”). Clipp may extend this license only to service providers acting on its behalf, and may transfer it only in a merger, acquisition, or sale of substantially all of its assets. De-identified Data is not Vendor Data, and Clipp owns all rights in it. Clipp retains all rights in its platform and may use Vendor feedback without restriction.
Fees and Payment
Vendor shall pay Clipp the applicable fees as outlined in a separate order form or rate sheet. Clipp facilitates digital payment transactions through third-party payment service providers, including but not limited to Stripe and PayPal. Vendor acknowledges and agrees that any processing fees, network fees, or pass-through fees associated with these payment providers are set by the respective processors and are subject to change at any time without prior notice from Clipp. Clipp may invoice Vendor or withdraw fees via ACH with Vendor’s prior permission. Fees are non-refundable unless otherwise stated.
6.1 Payment Processor Relationship & Disclaimers
Clipp is a platform facilitator and does not act as a bank, payment processor, or money transmitter. Access to digital payment functionality is strictly contingent upon Vendor maintaining an active, approved account with our third-party processors (e.g., Stripe, PayPal) and agreeing to their respective terms of service. Clipp shall not be liable for any service disruptions, account suspensions, transaction failures, or losses resulting from actions taken by these third-party payment providers.
6.2 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.
6.3 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
6.4 Chargebacks and Dispute Fees
Vendor is responsible for any fees, penalties, or other charges imposed by Clipp’s payment processing partners (including Stripe and PayPal) in connection with disputed transactions or chargebacks. These fees are subject to change in accordance with the processors' terms. Clipp will pass through such fees to Vendor.
Vendor is fully liable for any amounts reversed due to a chargeback, including the original transaction amount and associated processing fees. Clipp reserves the right to offset any outstanding fees, penalties, or chargeback balances against Vendor’s current or future payouts, or to invoice.
Vendor directly for the applicable amount. Vendor agrees to promptly pay any negative balances upon demand. Full pricing info can be found on our payment providers' websites via Stripe and Paypal.
6.5 Surcharging and Fee Passing Compliance
If Vendor elects to pass credit card processing fees or surcharges directly to buyers (the "Fee Passing Feature"), Vendor represents, warrants, and agrees that:
(a) Compliance: Vendor is solely responsible for ensuring its use of this feature complies with all applicable federal, state, and local laws, and payment card network rules (e.g., Visa, Mastercard), including all merchant disclosure and surcharge cap requirements.
(b) B2B Restrictions: Where applicable state law prohibits credit card surcharges on consumer transactions and restricts fee passing strictly to Business-to-Business (B2B) transactions, Vendor warrants that it will only use this feature for eligible B2B transactions.
(c) Indemnification: Vendor shall defend, indemnify, and hold harmless Clipp from any fines, penalties, regulatory actions, losses, or legal fees resulting from Vendor’s non-compliance with surcharging laws or card network rules.
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.
Term and Termination
Term. This Agreement remains in effect for the term stated in the applicable Order Form, including any renewals. If no Order Form applies, this Agreement remains in effect until either party ends it.
Termination for Breach. If either party fails to meet a significant obligation under this Agreement, the other party may give written notice of termination. The party at fault will have 30 days to correct the issue, or 10 days for a missed payment. If the issue is corrected within that time, the Agreement will remain in effect.
Termination for Insolvency. Either party may terminate this Agreement immediately if the other party files for bankruptcy, becomes insolvent, transfers its assets to creditors, or ceases to do business.
Suspension by Clipp. Clipp may suspend Vendor's access to the Services, with notice, for violations of this Agreement, non-payment, or unlawful activity.
Onboarding Fee Upon Early Termination. If an Order Form waives the Onboarding Fee, that fee becomes due if the Agreement ends before the end of the Initial Term. This does not apply if the Agreement ends because Clipp failed to meet a significant obligation and did not correct it. Vendor must pay the fee within 30 days of the termination date.
After Termination. Vendor will stop using the Services and may request to export its data for a limited time. Certain provisions (e.g., Fees, Confidentiality, Data, Indemnity) will survive termination.
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, including as permitted under Data Ownership & Use. Our Data Promise: Your data is yours. We use it to run and improve Clipp. We never sell your customer list, your prices, or any information that identifies you, your customers, or your team.
Disclaimers
The Services are provided "as is." Clipp makes no warranties regarding uptime, results, or compatibility with third-party systems.
Limitation of Liability
Clipp's liability is limited to the amount of fees paid by Vendor in the 3 months preceding the claim. Clipp is not liable for indirect, special, incidental, or consequential damages, subject to the cap in the Vendor Agreement.
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.
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.
General Provisions
This Agreement constitutes the entire agreement between Clipp and Vendor. Vendor may not assign this Agreement without Clipp’s written consent. 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. Clipp will use best efforts to notify Vendor at least seven (7) days prior to any material changes taking effect. Unless otherwise stated, changes will become effective immediately upon posting or notice. Continued use of the Services after the effective date of any changes constitutes acceptance of the updated terms. If this Agreement conflicts with an Order Form, the Order Form controls.
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.
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