Yumitos Vendor Agreement

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

8. Fees

Three amounts are charged against your sales. Each is set out, with current figures, in Exhibit A to this Agreement, below. Exhibit A is part of this Agreement and you accept it when you accept this Agreement. Rates differ by payment processor and by country, so this Section states the structure and Exhibit A states the numbers.

• (a) Yumitos platform fee. A flat fee charged by Yumitos on each completed transaction.
• (b) Payment processing, passed through.The payment processor’s charge for the transaction is passed through to you, plus a margin that covers Yumitos’s cost of moving the funds. The processor’s rate depends on the processor and the country in which the transaction occurs.
• (c) Payout costs, passed through at cost. What the processor or transfer provider charges to move funds to your account is passed through to you without markup.

Refunds. Where you refund a transaction and the payment processor retains its processing fee on that transaction, that retained fee is yours to absorb. This is consistent with your responsibility for chargebacks and refunds under Section 7.5.

Exhibit A may be updated and republished on thirty (30) days’ written notice without amending this Agreement. A change in a payment processor’s own rates, or the addition of a processor, a country, or a market, is an update to Exhibit A and is not an amendment to this Agreement. Exhibit A carries its own version number and effective date, separate from the version of this Agreement, so an Exhibit A update does not change the version of the Agreement you accepted.

A change to a payment processor’s own rate takes effect on thirty (30) days’ written notice. Exhibit A states that rates vary by processor and by country, so a processor repricing is the structure you accepted operating as described, rather than a change to what Yumitos charges. Continuing to use the Platform after such an update takes effect constitutes acceptance of it. A passed-through change carries the same Yumitos margin as the version of Exhibit A you accepted.

A change to an amount Yumitos sets does not apply to you unless you accept it. That means the Yumitos platform fee and the Yumitos margin on passed through processing. Yumitos will tell you what is changing and ask you to accept it. Until you accept, the version of Exhibit A you last accepted continues to apply to your transactions. You are not required to accept, and nothing in this paragraph limits either party’s right to terminate under Section 12.

Any other update to Exhibit A, including adding a processor, a country, or a market, takes effect on thirty (30) days’ written notice, and continuing to use the Platform after it takes effect constitutes acceptance of it.

Changes to this Agreement itself, as opposed to Exhibit A, are governed by the Modification paragraph of Section 16.

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, including their preparation, quality, safety, packaging, and handling;
• (b) any ingredient, allergen, nutritional, or dietary information you provide, including its accuracy, completeness, and currency, and any failure to disclose an allergen or cross-contact risk;
• (c) any illness, injury, allergic reaction, or death connected to your items;
• (d) your fulfillment of orders, including delays, non-delivery, substitutions, and the acts or omissions of any personnel or third party you engage to fulfill them;
• (e) your licensing, permitting, registration, certification, or inspection obligations, or the lapse, suspension, or revocation of any of them;
• (f) your tax obligations, including the collection and remittance of sales, use, meals, and other taxes on your sales;
• (g) any content you upload;
• (h) your violation of this Agreement or of any law; or
• (i) 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 Agreement excludes or limits any liability that applicable law does not permit to be excluded or limited. Depending on the law that applies to you, that may include liability for fraud or fraudulent misrepresentation, for willful misconduct or gross negligence, or for death or personal injury caused by negligence. The exclusions and limits in this Section apply only to the extent permitted by that law, and where a limit is held unenforceable it is reduced to the greatest extent that law allows rather than removed.

15. Insurance and Licensing

You are solely responsible for determining, obtaining, and maintaining the insurance and the licensing your business is required to hold under applicable law, and for keeping that coverage and those licenses current for as long as you operate on the Platform.

Yumitos does not determine whether any coverage is required, whether any coverage you hold is adequate, or whether any policy responds to a particular claim. Yumitos does not review, verify, or approve your insurance or your licensing, and nothing Yumitos does or does not do relieves you of the obligations in this Section or in Section 3.

Yumitos may make optional informational resources, referrals, or third party offers about insurance available to vendors. Any such resource is provided for convenience only. Yumitos does not endorse, recommend, or assume responsibility for it, is not your broker or advisor, and takes on no duty by making it available.

Yumitos may require proof of insurance at any time on thirty (30) days’ notice, either generally or for vendors above a stated volume of activity. Requesting or receiving proof does not mean Yumitos has assessed its adequacy.

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. This choice of law does not displace mandatory law that applies to you or to a transaction regardless of the parties’ choice. Where the law of the jurisdiction in which you operate, or in which a transaction occurs, grants you rights or protections that cannot be waived or overridden by contract, those rights and protections continue to apply and nothing in this Agreement waives them. This Section does not limit the arbitration and class waiver provisions below except to the extent that law requires.

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

Exhibit A: Fee Schedule

Exhibit A version 1.1, effective 2026-09-08. This Exhibit is part of the Agreement and is accepted with it. It carries its own version and effective date, and may be updated and republished on thirty (30) days’ written notice without amending the Agreement, as set out in Section 8.