Yumitos Vendor Agreement

Effective: 2026-09-03 · Version: 1.0

Yumitos Corporation, a Delaware corporation.

This agreement is in effect and binding. It has not yet been reviewed by outside counsel. It will be reviewed, and if that review requires material changes, vendors will be asked to accept an updated version.

1. Agreement to Terms

This Vendor Agreement (the “Agreement”) is between Yumitos Corporation, a Delaware corporation (“Yumitos”, “we”, “us”), and the business or individual registering as a vendor (“Vendor”, “you”).

By creating a vendor account, listing items, or accepting orders through the Yumitos platform (the “Platform”), you agree to this Agreement. If you are entering into this Agreement on behalf of a business, you represent that you have authority to bind that business.

This Agreement incorporates by reference the Yumitos Terms of Service and Privacy Policy published at www.yumitos.com. Where this Agreement conflicts with the Terms of Service, this Agreement controls for vendors.

2. What Yumitos Is, and Is Not

Yumitos operates a technology platform that allows customers to discover vendors and place orders. Yumitos is the merchant of record for the payment transaction. Payments from customers are collected by Yumitos and transferred to you, as described in Section 7.

You are the seller and producer of the food. You are the seller and producer of every item you list, and you are solely responsible for its preparation, quality, safety, accuracy, labeling, and fulfillment.

Yumitos is not a restaurant, food producer, or caterer. Yumitos does not prepare, handle, or take title to any food item.

3. Eligibility and Licensing

You represent and warrant, continuously for as long as your account is active, that:

(a) You are at least 18 years old and legally able to enter into contracts.
(b) You hold every license, permit, registration, and certification required by federal, state, county, and municipal law for the food business you operate, including without limitation food service establishment permits, mobile food unit permits where applicable, health department registrations, food handler or manager certifications, and any sales tax registration required in your jurisdiction.
(c) Your business is in good standing with the relevant health authority and is not currently under suspension, closure order, or unresolved critical violation.
(d) All information you provide to Yumitos is accurate and you will keep it current.

You will provide proof of any of the above within five (5) business days of a request from Yumitos. Failure to provide proof is grounds for suspension until proof is provided.

4. Food Safety, Allergens, and Dietary Information

This section is material to this Agreement.

The Platform allows customers to filter and receive recommendations based on dietary needs and allergen information that you supply. Customers rely on that information to make decisions that can affect their health.

You agree that:

(a) All allergen, ingredient, and dietary information you enter is accurate, complete, and current, and reflects the actual preparation of the item as sold, including shared equipment, shared fryers, and cross-contact risk.
(b) You will update allergen and ingredient information immediately upon any change to a recipe, supplier, ingredient, or preparation method.
(c) You will not describe an item as free of any allergen unless you can substantiate that claim for the item as actually prepared and served.
(d) You will comply with all applicable food labeling and allergen disclosure law, including the Food Allergen Labeling and Consumer Protection Act and any state or local equivalent.
(e) You will maintain food safety practices meeting or exceeding the applicable state adoption of the FDA Food Code.
(f) You will respond accurately to customer questions about allergens and ingredients, and will not represent that Yumitos has verified any such information.

You are solely responsible for any harm arising from inaccurate, incomplete, or outdated allergen, ingredient, or dietary information. Yumitos does not verify, test, or independently confirm any such information, and displays it as you provide it.

You will notify Yumitos at legal@yumitos.com within twenty-four (24) hours of becoming aware of any suspected foodborne illness, allergic reaction, contamination event, or product recall connected to an order placed through the Platform.

5. Your Listings and Content

You are responsible for all content you upload, including item descriptions, prices, photographs, business information, and messages to customers.

You represent that you own or have the right to use all content you upload, and that it does not infringe any third party’s copyright, trademark, or other rights.

You grant Yumitos a non-exclusive, worldwide, royalty-free, sublicensable license to host, store, reproduce, modify for formatting and display, and distribute your content for the purpose of operating, marketing, and promoting the Platform and your listing on it. This license survives termination only to the extent necessary for records, backups, and previously distributed marketing materials.

You will not upload content that is unlawful, deceptive, obscene, discriminatory, or that misrepresents your business, your items, your prices, or your availability.

Yumitos may remove any content that violates this Agreement or its content policies.

6. Orders, Pricing, and Fulfillment

(a) You set your own prices. Yumitos does not require price parity with any other channel. Prices displayed to customers must be the prices you actually charge through the Platform, inclusive of any fees you add.
(b) When you accept an order, you are entering into a direct contract with that customer to fulfill it.
(c) You will fulfill accepted orders promptly and in accordance with the fulfillment method, timing, and location shown to the customer.
(d) You will not contact customers except as necessary to fulfill an order, and will not use customer information for marketing, solicitation, or any purpose other than fulfilling that order. Customer information is confidential and is provided to you solely for fulfillment. This obligation survives termination.
(e) You are responsible for collecting and remitting all applicable sales, use, meals, and other taxes on your sales, except where Yumitos is required by law to collect and remit on your behalf, in which case Yumitos will notify you.
(f) You are responsible for your own personnel, equipment, vehicles, and any third parties you engage to fulfill orders.

7. Payments and Payouts

7.1 How payment works

Payments from customers are processed through Yumitos’s third party payment processor. Funds from your sales are collected by Yumitos on your behalf and are payable to you, less the fees described in Section 8, in accordance with this Section.

7.2 You may sell before connecting a payout account

You may begin selling immediately, before completing payout onboarding. Funds from sales made before onboarding is complete accrue to your account and become payable once onboarding is complete.

To receive funds, you must complete payout onboarding, which includes providing identity and bank account information to our payment processor and satisfying its verification requirements. That processor’s own terms govern your relationship with it.

7.3 The seven day requirement

You must complete payout onboarding within seven (7) days of your first completed sale through the Platform.

Yumitos will notify you when your first sale completes and will remind you before the deadline, including a notice at least one day in advance naming the suspension date.

If you have not completed payout onboarding within that period, Yumitos may suspend your ability to receive new orders and remove your listing from discovery until onboarding is complete.

Suspension under this Section:

(a) does not affect funds already owed to you, which remain owed and are paid once onboarding is complete;
(b) does not cancel orders you have already accepted, which you remain obligated to fulfill; and
(c) is lifted promptly and automatically once payout onboarding is complete.

7.4 Payout timing

Once onboarding is complete, Yumitos transfers funds owed to you on a weeklybasis, subject to the payment processor’s transfer timing and any applicable holding period. Yumitos does not guarantee any specific arrival date for funds in your bank account.

7.5 Holds, reversals, and offsets

Yumitos may withhold, delay, or offset payouts where:

(a) a chargeback, dispute, or refund is pending or has been resolved against you;
(b) Yumitos reasonably suspects fraud, unauthorized activity, or a violation of this Agreement;
(c) Yumitos is required to do so by law or by its payment processor; or
(d) you owe Yumitos amounts under this Agreement.

You are responsible for chargebacks and refunds arising from your orders, including the associated processing fees. Yumitos may deduct these from current or future payouts, or invoice you where no future payout is expected.

7.6 Unclaimed funds

Funds that remain unpayable because you have not completed payout onboarding will be held and handled in accordance with applicable unclaimed property law.

8. Fees

Yumitos charges a platform fee of fifteen percent (15%) of the order subtotal, excluding taxes and any customer-paid delivery charge, on each completed order.

Payment processing fees are absorbed by Yumitos out of the platform fee. You will not see a separate processing charge.

Yumitos may change its fees on thirty (30) days’ written notice. Continuing to use the Platform after a fee change takes effect constitutes acceptance. If you do not accept a fee change, your remedy is to terminate under Section 12 before it takes effect.

Optional paid placement, promotion, or advertising is governed by separate terms presented at the time of purchase and is never required.

9. Account Security

You are responsible for maintaining the security of your account credentials and for all activity under your account.

Yumitos requires an additional verification step before you can receive payouts, change payout destinations, add account managers, or modify account credentials. You agree to maintain a valid mobile phone number for this purpose.

Notify Yumitos immediately at support@yumitos.com of any suspected unauthorized access.

Yumitos is not liable for losses arising from your failure to secure your account or from your failure to notify us promptly.

10. Ratings, Reviews, and Discovery

Customers may rate and review your business. Yumitos does not guarantee any level of visibility, ranking, order volume, or revenue.

Yumitos determines how vendors appear in discovery, search, and recommendations, and may change those methods at any time. Nothing in this Agreement entitles you to any particular placement.

Yumitos may remove reviews that violate its content policies but is not obligated to remove reviews you dispute.

11. Compliance and Prohibited Conduct

You will comply with all applicable laws, including food safety, employment, wage and hour, health and safety, anti-discrimination, consumer protection, advertising, and tax law.

You will not:

(a) misrepresent your identity, licensing, business, or offerings;
(b) list items you cannot lawfully sell, including alcohol, cannabis, tobacco, or controlled substances, unless expressly authorized in writing by Yumitos and lawful in the relevant jurisdiction;
(c) discriminate against customers on the basis of any characteristic protected by law;
(d) attempt to divert Platform customers to transact outside the Platform in order to avoid fees on an order originated through the Platform;
(e) manipulate ratings, reviews, or discovery through false accounts, incentivized reviews, or inauthentic activity;
(f) interfere with, reverse engineer, scrape, or attempt to gain unauthorized access to the Platform;
(g) use the Platform to send unsolicited commercial messages.

12. Suspension and Termination

By you. You may close your vendor account at any time through the portal. You remain obligated to fulfill accepted orders and remain liable for amounts owed.

By Yumitos, with notice. Yumitos may terminate this Agreement for convenience on thirty (30) days’ written notice.

By Yumitos, immediately. Yumitos may suspend or terminate your account immediately, without prior notice, where it reasonably believes that:

(a) you have violated this Agreement;
(b) there is a risk to customer health or safety;
(c) your licensing or permitting is invalid, suspended, or revoked;
(d) there is fraud, illegal activity, or unauthorized account access; or
(e) continued operation exposes Yumitos to legal or regulatory risk.

Suspension for failure to complete payout onboarding is governed by Section 7.3 and follows its notice requirements.

On termination, Yumitos will pay amounts properly owed to you, subject to Section 7.5, after any applicable holding period for chargebacks and disputes.

Sections 4, 5 (license survival), 6(d), 7.5, 13, 14, and 16 survive termination.

13. Indemnification

You will defend, indemnify, and hold harmless Yumitos, its officers, directors, employees, and agents from and against any claim, demand, loss, liability, damage, fine, penalty, or expense (including reasonable attorneys’ fees) arising out of or related to:

(a) the food, beverages, or other items you prepare, sell, or fulfill;
(b) any allergen, ingredient, or dietary information you provide;
(c) any illness, injury, or allergic reaction connected to your items;
(d) your violation of this Agreement or of any law;
(e) your licensing, permitting, employment, or tax obligations;
(f) any content you upload; or
(g) any dispute between you and a customer.

This obligation survives termination.

14. Disclaimer and Limitation of Liability

THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE”. YUMITOS DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. YUMITOS DOES NOT WARRANT UNINTERRUPTED OR ERROR-FREE OPERATION, ANY LEVEL OF ORDER VOLUME, OR ANY REVENUE.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, YUMITOS WILL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, LOST REVENUE, OR LOST DATA, ARISING OUT OF THIS AGREEMENT OR YOUR USE OF THE PLATFORM.

YUMITOS’S TOTAL AGGREGATE LIABILITY ARISING OUT OF THIS AGREEMENT WILL NOT EXCEED THE GREATER OF ONE HUNDRED DOLLARS ($100) OR THE TOTAL PLATFORM FEES YUMITOS RETAINED FROM YOUR ORDERS IN THE SIX (6) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

Nothing in this Section limits liability that cannot be limited under applicable law.

15. Insurance

Yumitos does not currently require vendors to carry commercial general liability insurance.

Yumitos reserves the right to require proof of commercial general liability insurance, including products and completed operations coverage, at any time on thirty (30) days’ notice, either generally or for vendors above a stated volume of activity. You are strongly encouraged to carry appropriate insurance for your business regardless.

16. Relationship, Disputes, and General Terms

Independent contractors. Nothing in this Agreement creates a partnership, joint venture, employment, franchise, or agency relationship. You are an independent business and control your own operations, hours, pricing, personnel, and methods.

Governing law. This Agreement is governed by the laws of the State of North Carolina, without regard to conflict of law principles.

Dispute resolution. Any dispute arising out of or relating to this Agreement will be resolved by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, seated in Mecklenburg County, North Carolina. Judgment on the award may be entered in any court of competent jurisdiction.

You and Yumitos each waive the right to a jury trial and the right to participate in a class, collective, or representative action. Either party may bring an individual claim in small claims court instead of arbitration if it qualifies.

Modification. Yumitos may modify this Agreement on thirty (30) days’ notice by posting the revised version at www.yumitos.com/vendor-agreement and notifying you. Material changes require your acceptance before you may continue to use the Platform. Continued use after a non-material change takes effect constitutes acceptance.

Assignment.You may not assign this Agreement without Yumitos’s written consent. Yumitos may assign it freely, including in connection with a merger, acquisition, or sale of assets.

Entire agreement. This Agreement, together with the documents it incorporates, is the entire agreement between the parties on this subject and supersedes any prior understanding.

Severability. If any provision is held unenforceable, it will be limited or removed to the minimum extent necessary and the remainder stays in full effect.

No waiver. A failure to enforce any provision is not a waiver of the right to enforce it later.

Notices. Notices to you go to the email address on your vendor account. Notices to Yumitos go to legal@yumitos.com and to Yumitos Corporation, 16192 Coastal Highway, Lewes, Delaware 19958-9776, USA.

Acceptance

You accept this Agreement by checking the acceptance box and continuing. Yumitos records the version accepted, the date, the time, the account that accepted it, and the originating IP address.

Questions: legal@yumitos.com