VORA Merchant Marketplace Agreement

1. Definitions

• "Platform" means tryvora.app, VORA's consumer and merchant mobile and web applications, and related services.
• "Merchant Portal" means the part of the Platform through which you manage your listings, orders, and payouts.
• "Consumer" means a person who places an order through the Platform.
• "Merchant Products" means the food, beverages, groceries, and goods you list and sell through the Platform.
• "Order" means a Consumer's purchase of Merchant Products through the Platform.
• "Program Policies" means the VORA Merchant Program Policies, as updated from time to time, available in the Merchant Portal and incorporated into this Agreement.
• "Commission" means the percentage of the Merchant Product subtotal set out in Exhibit A (Commission & Fee Schedule), which is incorporated into this Agreement, as it may be updated under Section 5.4. The Commission varies by product category and by the fulfilment method used for the Order (pickup, self-delivery, or Carrier delivery), as set out in Exhibit A. Where Exhibit A and the Merchant Portal pricing page differ, Exhibit A controls.
• "VORA Equipment" means any hardware, device, or accessory VORA supplies to you for use with the Platform, whether or not identified in Exhibit B — including tablets and other order-display devices, receipt and label printers, barcode scanners, stands, mounts, chargers, cables, SIM cards and data-enabled accessories, and any replacement, substitution, or additional hardware VORA later supplies. VORA Equipment is loaned, not sold.
• "Delivery Provider" means whoever delivers an Order: an independent third-party courier or delivery company arranged by VORA ("Courier"), VORA's own personnel ("VORA Delivery"), or you.

2. Scope; What VORA Is and Is Not

2.1 Marketplace. VORA provides a technology platform that lists your Merchant Products, connects you with Consumers, processes Consumer payments through VORA's payment processor, coordinates delivery, and handles first-line Consumer support. VORA is not your agent, distributor, franchisor, employer, or partner, and does not purchase, take title to, manufacture, prepare, store, inspect, or resell your Merchant Products.

2.2 Contract of sale. Each Order is a contract of sale between you and the Consumer. VORA is not a party to that sale and is not the seller of record. VORA collects payment from the Consumer on your behalf as a limited payment-collection agent (Section 5.2).

2.3 What this Agreement covers. This Agreement applies to restaurants, prepared-food establishments, bakeries, specialty grocers, and sellers of cultural goods and apparel that list and sell their own Merchant Products on the Platform. It does not apply to VORA's separate "VORA Shopper" grocery service, under which VORA's own personnel purchase items from retail stores at the Consumer's request as the Consumer's purchasing agent; VORA has no agreement with those stores, and this Agreement creates no rights or obligations for them. A retail grocer may become a Success Partner under this Agreement by listing its own products at its own prices, in which case this Agreement governs those listings only.

2.4 Non-exclusive. Neither party is restricted from working with other platforms, merchants, or delivery providers.

3. Your Account and Listings

3.1 Registration. You must provide accurate and complete business information, including legal name, business address, tax identification, food-service license or permit numbers where applicable, and a bank account for payouts. You must keep this information current. You are responsible for all activity under your Merchant Portal credentials.

3.2 Listings. You are solely responsible for the accuracy and completeness of your listings, including product names, descriptions, images, prices, availability, ingredient and allergen information, and any cultural or religious designations (e.g., halal, kosher, vegetarian). You will update listings promptly when anything changes. VORA may format, translate, or display listing content within the Platform and may remove listings that violate this Agreement, the Program Policies, or applicable law.

3.3 Pricing. You set your own prices. You may price items on the Platform differently from in-store, but you must not state or imply that Platform prices are the same as in-store prices if they are not. You may not charge Consumers any amount outside the Platform for a Platform Order.

3.4 Content license. You grant VORA a non-exclusive, royalty-free, worldwide license to use, reproduce, display, translate, and adapt your business name, logos, listing content, and images (a) on the Platform and (b) in VORA marketing that identifies you as a Success Partner, during the Term and for a reasonable wind-down period after it ends. You represent that you own or have the right to license this content.

4. Orders and Fulfillment

4.1 Acceptance. You will monitor the Merchant Portal during your posted hours and accept or reject each Order within the time set in the Program Policies. An Order you accept is a binding commitment to fulfill it as listed.

4.2 Preparation and handoff. You will prepare, package, and label Merchant Products in compliance with applicable food-safety and labeling law and the Program Policies, including tamper-evident sealing and temperature-appropriate packaging for perishable items, and will have each Order ready for pickup at the time shown in the Merchant Portal.

4.3 Delivery. Unless you choose self-delivery in the Merchant Portal, VORA coordinates delivery through a Delivery Provider. Where a Courier or VORA Delivery performs delivery, risk of loss passes to the Delivery Provider at handoff, and passes to the Consumer when the Order is delivered or left at the Consumer's delivery address in accordance with the Refund Policy; where you self-deliver, you are responsible for the delivery and for the Consumer-facing delivery standards in the Program Policies. For Orders delivered by a Courier or VORA Delivery, an Order is completed for payout purposes on handoff to the Delivery Provider, and your payout is not affected by a delivery failure occurring after handoff.

4.4 Consumer support and remedies. VORA provides first-line Consumer support and administers refunds, credits, and redeliveries under VORA's published Refund Policy (tryvora.app/refund-policy). Where an Order issue results from your error (missing, wrong, defective, spoiled, or mislabeled items; late readiness; cancellation after acceptance), VORA may refund or credit the Consumer and deduct the refunded Merchant Product amount from your payout under Section 5.3. Where the issue results from a Courier or VORA Delivery error, or from a Consumer being unavailable to receive the Order, the deduction will not be made.

5. Commission, Payments, and Payouts

5.1 Commission and fees. In consideration for the Platform, you pay VORA the Commission on the Merchant Product subtotal of each completed Order, plus any optional services you elect in the Merchant Portal. The Commission applied to an Order is the rate in Exhibit A for that Order's product category and fulfilment method; where you change fulfilment method in the Merchant Portal, the new rate applies to Orders placed after the change. Consumer-facing service and delivery fees are charged by VORA to the Consumer and are not your revenue.

5.2 Payment collection. You appoint VORA as your limited payment-collection agent solely to receive Consumer payments for Merchant Products on your behalf through VORA's third-party payment processor (currently Stripe, under Stripe Connect). Payment by a Consumer to VORA is treated as payment to you, and you will not seek payment from the Consumer directly. Your use of Stripe Connect is also subject to the Stripe Connected Account Agreement, which you accept during onboarding.

5.3 Payouts. VORA (through the processor) remits to your designated bank account, on the payout schedule shown in the Merchant Portal, the Merchant Product subtotal of completed Orders less the Commission, less refunds and adjustments under Section 4.4, less chargebacks attributable to your Merchant Products, less any amount owed for unreturned or damaged VORA Equipment under Section 7, and less any other amounts you owe VORA. VORA provides an itemized statement for each payout. You must raise any payout dispute within 30 days of the statement.

5.4 Changes to Commission. VORA may change the Commission or fees on at least 30 days' notice in the Merchant Portal and by email. Your continued use of the Platform after the change takes effect is acceptance; you may terminate under Section 14 before then.

5.5 Taxes. VORA collects and remits Florida sales tax on Merchant Products sold through the Platform as a marketplace provider under Fla. Stat. § 212.05965 and will provide you the information you need for your records. You remain responsible for all other taxes on your business, including income taxes, and for the correct tax classification of your listed items in the Merchant Portal. Each party will provide the other any tax forms reasonably requested (e.g., Form W-9).

6. Food Safety, Licensing, Product Compliance, and Insurance

6.1 Representations and warranties. You represent and warrant that, throughout the Term: (a) you hold, and will maintain, every license, permit, registration, and inspection required to prepare, handle, store, label, and sell your Merchant Products, including those required by the Florida Department of Business and Professional Regulation (Division of Hotels and Restaurants), the Florida Department of Agriculture and Consumer Services, and any county or municipal authority (together, "Applicable Food Laws"); (b) your Merchant Products are safe, wholesome, unadulterated, correctly labeled and branded, and comply with Applicable Food Laws, including allergen-disclosure requirements; (c) any cultural or religious designation you apply is accurate and, where certification is customary, certified; and (d) you have the right to sell every Merchant Product you list.

6.2 Prohibited items. You will not list alcohol, tobacco, vaping products, cannabis or hemp-derived intoxicants, prescription items, weapons, counterfeit goods, or any other item prohibited by the Program Policies or by law.

6.3 Ongoing compliance; records; notice. You will (a) maintain all permits and licenses in effect throughout the Term; (b) promptly notify VORA in writing of any suspension, revocation, lapse, expiration, or citation affecting any permit or license or your ability to comply with Applicable Food Laws; (c) upon VORA's reasonable request, provide copies of current permits, licenses, and certifications; and (d) promptly notify VORA of any recall, contamination event, foodborne-illness complaint, or regulatory action relating to your Merchant Products, and cooperate with VORA in any resulting Consumer notification.

6.4 Insurance. You will maintain, at your own expense, commercial general liability insurance including products liability coverage in amounts customary for your business and not less than $1,000,000 per occurrence / $2,000,000 aggregate, and, upon VORA's request, name VORA Systems Inc. as an additional insured and provide a certificate of insurance. If you self-deliver, you will also maintain automobile liability insurance covering commercial delivery use of any vehicle used.

6.5 Allocation of responsibility; no agency. The parties acknowledge that VORA operates a technology marketplace that facilitates transactions between Success Partners and Consumers, and that VORA does not manufacture, prepare, handle, inspect, store, or take title to any Merchant Product. Nothing in this Agreement makes VORA the manufacturer, seller of record, or fulfiller of any Merchant Product for purposes of product-liability, food-safety, or any other law. You act as an independent business and not as an employee, agent, partner, or joint venturer of VORA.

7. VORA Equipment

7.1 Loan; ownership. VORA may supply you with VORA Equipment to receive and manage Orders. Title to and ownership of all VORA Equipment remains with VORA at all times. VORA Equipment is loaned to you as a bailee for the Term, is not sold, leased, financed, or transferred to you, and does not become a fixture or part of your premises regardless of how it is installed or mounted. No part of the Commission, any fee, or any deposit is payment toward the purchase of VORA Equipment, and nothing in this Agreement gives you any ownership interest, equity, option, or right to buy it.

7.2 Delivery and acknowledgement. VORA Equipment supplied to you is listed in Exhibit B (Equipment Schedule), which identifies each item, its serial or asset number, and its replacement value. You will sign or electronically acknowledge Exhibit B on delivery. Where VORA later supplies additional or replacement hardware, VORA will issue an updated Exhibit B, and your continued use of that hardware is acceptance of it. Hardware supplied to you without an updated Exhibit B is still VORA Equipment and is governed by this Section 7; the absence of a signed schedule does not transfer ownership to you.

7.3 Permitted use. You will use VORA Equipment solely to receive, manage, and fulfil Orders through the Platform, at the business address in Exhibit B. You will not use it for any other business purpose, for personal use, or for the benefit of any competing platform.

7.4 Care and restrictions. You will keep VORA Equipment at your business premises, in good working condition, powered and connected to the internet during your posted hours, and secure from theft and damage. You will not, and will not permit anyone else to:

• (a) sell, lease, rent, lend, pledge, pawn, assign, or otherwise transfer VORA Equipment, or grant or allow any lien, security interest, or other encumbrance over it;
• (b) move VORA Equipment to another address, or remove it from your premises, without VORA's prior written consent;
• (c) root, jailbreak, factory-reset, re-image, or unlock VORA Equipment, remove or disable device-management software, sign in with a different account, install applications VORA has not authorized, or disable updates;
• (d) remove, alter, or obscure any asset tag, serial number, label, or marking; or
• (e) open, modify, repair, or attempt to repair VORA Equipment, except at VORA's direction.

7.5 Remote management. You acknowledge that VORA Equipment may be enrolled in device-management software and that VORA may remotely configure, monitor the operating condition of, update, lock, disable, or erase it. You consent to this. VORA will not use remote management to access your business records or any data unrelated to the Platform.

7.6 Risk of loss; replacement. From delivery until VORA takes the item back, you bear the risk of loss, theft, damage, and destruction of VORA Equipment, except for ordinary wear from proper use and for defects covered by the manufacturer. You will notify VORA within 48 hours of any loss, theft, or damage, and will provide a police report where VORA reasonably requests one. VORA will repair or replace damaged or failed VORA Equipment; where the loss or damage was not ordinary wear or a covered defect, you will pay the replacement value shown in Exhibit B for the affected item.

7.7 Connectivity and consumables. Unless Exhibit B states otherwise, VORA pays for any cellular data plan associated with VORA Equipment, and you provide and pay for internet connectivity, electricity, and consumables such as receipt paper and labels at your premises. You will not transfer, swap, or use any SIM card or data plan supplied with VORA Equipment in another device.

7.8 Return. On expiry or termination of this Agreement for any reason, or on VORA's written request, you will return all VORA Equipment within ten (10) business days, in the condition received apart from ordinary wear, with all accessories, using the method VORA specifies (prepaid shipping label or collection from your premises). You will make VORA Equipment available for collection during normal business hours on reasonable notice. If you do not return an item within that period, you will pay VORA the replacement value shown in Exhibit B for that item, and VORA may deduct that amount from any payout owed to you under Section 5.3 or invoice you for any shortfall. Payment of a replacement value does not transfer ownership of an unreturned item to you.

7.9 No warranty. VORA Equipment is provided as is. VORA passes through the benefit of any manufacturer warranty to the extent it is able and makes no warranty of its own, express or implied, including any implied warranty of merchantability or fitness for a particular purpose. Software on VORA Equipment is licensed, not sold, under Section 10.

7.10 Survival. Sections 7.1, 7.6, and 7.8 survive expiry or termination of this Agreement until all VORA Equipment has been returned or paid for.

8. Program Policies and Conduct

You will comply with the Program Policies, which address order-handling standards, packaging, response times, cancellation and refund allocation, reviews, marketing use of the VORA name, and Consumer-data handling. VORA may update the Program Policies on 15 days' notice (immediately where required by law or safety). If the Program Policies conflict with this Agreement, this Agreement controls.

9. Consumer Data and Privacy

9.1 Limited use. VORA will share with you the Consumer information needed to fulfill each Order (e.g., first name, order contents, delivery instructions). You may use it only to fulfill that Order and to comply with law. You will not use it for marketing, sell or disclose it to third parties, or attempt to contact the Consumer outside the Platform except as the Order requires. You will delete or de-identify it when no longer needed for the Order, except as retained in your ordinary transaction records.

9.2 Security and incidents. You will protect Consumer information with reasonable safeguards and notify VORA within 48 hours of any actual or suspected unauthorized access to it.

9.3 Privacy law. Each party will comply with applicable privacy laws in its own handling of personal information. VORA's practices are described at tryvora.app/privacy-policy.

10. Intellectual Property

The Platform, the VORA name and marks, and all related software and content are owned by VORA and its licensors. VORA grants you a limited, non-exclusive, non-transferable license to use the Merchant Portal during the Term to sell Merchant Products. You may identify yourself as a "VORA Success Partner" and use the VORA badge provided in the Merchant Portal in accordance with the Program Policies; any other use of VORA's marks requires prior written consent. Feedback you provide may be used by VORA without restriction.

11. Confidentiality

Each party will keep confidential the other's non-public business, financial, technical, and Consumer information received under this Agreement, use it only to perform this Agreement, and protect it with reasonable care, for the Term and three years after, except for information that is public through no fault of the recipient, already known to the recipient, independently developed, or required to be disclosed by law (with notice where permitted). Any Commission rate or payout term specific to you that differs from VORA's standard published rates is VORA confidential information.

12. Representations and Warranties; Disclaimer

12.1 Mutual. Each party represents that it is duly organized and authorized to enter into this Agreement and that doing so does not breach any other agreement.

12.2 Disclaimer. EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, THE PLATFORM IS PROVIDED "AS IS," AND VORA DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. VORA DOES NOT GUARANTEE ANY VOLUME OF ORDERS, PLACEMENT, OR REVENUE.

13. Indemnification; Limitation of Liability

13.1 By you. You will defend, indemnify, and hold harmless VORA Systems Inc., its affiliates, and their respective officers, directors, employees, and agents (the "VORA Parties") from and against all claims, demands, actions, liabilities, losses, damages, penalties, fines, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to: (a) your Merchant Products, including any injury, illness, allergic reaction, contamination, spoilage, death, or property damage; (b) any breach of your representations, warranties, or covenants in this Agreement; (c) your violation of Applicable Food Laws or failure to hold any required permit or license; (d) any mislabeling, misbranding, or inaccurate product or listing information; (e) your preparation, handling, packaging, storage, self-delivery, or fulfillment of Merchant Products; (f) your employees, contractors, and premises; and (g) your misuse of Consumer information. This indemnity survives termination.

13.2 By VORA. VORA will defend and indemnify you against third-party claims that the Platform, as provided by VORA and used in accordance with this Agreement, infringes a U.S. patent, copyright, or trademark, subject to your prompt notice and cooperation.

13.3 Limitation. EXCEPT FOR INDEMNIFICATION OBLIGATIONS, BREACH OF SECTION 9 OR 11, OR A PARTY'S GROSS NEGLIGENCE, FRAUD, OR WILLFUL MISCONDUCT: (A) NEITHER PARTY IS LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR LOST PROFITS OR REVENUE; AND (B) VORA'S TOTAL LIABILITY UNDER THIS AGREEMENT WILL NOT EXCEED THE COMMISSION PAID BY YOU TO VORA IN THE SIX MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM.

14. Term and Termination

14.1 Term. This Agreement begins on the Effective Date and continues until terminated.

14.2 For convenience. Either party may terminate on 30 days' written notice (for you, through the Merchant Portal or by email to merchants@tryvora.app).

14.3 Immediate. VORA may suspend your listings or terminate immediately on notice if you (a) breach Section 6 or 9, (b) lose or fail to maintain a required license or permit, (c) are the subject of a recall, foodborne-illness complaint, or regulatory action that VORA reasonably believes affects Consumer safety, (d) engage in fraud, manipulation of reviews, or misuse of the Platform, or (e) fail to cure any other material breach within 15 days of notice.

14.4 Effect. On termination, your listings are removed, you will fulfill accepted Orders unless VORA directs otherwise, VORA will pay any final payout after reconciling refunds and chargebacks (which may take up to 90 days), and Sections 5.3, 6.5, 7.1, 7.6, 7.8, 9, 11, 12.2, 13, 14.4, 16, and 17 survive.

14.5 Return of Equipment. On termination or expiry for any reason, you will return all VORA Equipment in accordance with Section 7.8.

15. Changes to this Agreement

VORA may update this Agreement by posting a new version in the Merchant Portal and notifying you by email at least 30 days before it takes effect (immediately where required by law). You will be asked to accept the new version in the Merchant Portal; if you do not accept, your access may be limited to fulfilling accepted Orders until you terminate. Each version is dated and archived, and you may request a copy of any version you accepted.

16. Dispute Resolution

16.1 Informal resolution. The parties will first attempt in good faith to resolve any dispute by written notice to legal@tryvora.app (for VORA) or your registered email (for you) and 30 days of discussion.

16.2 Arbitration. Any dispute not resolved informally will be settled by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, by a single arbitrator, in Orange County, Florida, or by videoconference. Judgment may be entered in any court of competent jurisdiction. Either party may seek injunctive relief in court to protect its intellectual property or confidential information. Each party waives jury trial and class or collective proceedings.

16.3 Governing law. This Agreement is governed by the laws of the State of Florida and applicable U.S. federal law, without regard to conflict-of-law rules; the Federal Arbitration Act governs Section 16.2. For matters not subject to arbitration, the state and federal courts in Orange County, Florida have exclusive jurisdiction.

17. General

• Independent contractors. The parties are independent contractors. Nothing here creates a partnership, joint venture, franchise, agency (except the limited payment-collection agency in Section 5.2), or employment relationship. This Agreement is not a franchise, and no franchise fee is charged.
• Assignment. You may not assign this Agreement without VORA's consent. VORA may assign it to an affiliate or in connection with a merger, acquisition, or sale of assets.
• Notices. To VORA: legal@tryvora.app or VORA Systems Inc., Attn: Legal, 255 S Orange Avenue, Suite 104 #1862, Orlando, FL 32801. To you: the email and address in your Merchant Portal registration.
• Electronic acceptance. You agree that clicking "I Accept" is an electronic signature under the U.S. E-SIGN Act and Florida's Uniform Electronic Transaction Act (Fla. Stat. § 668.50) and has the same effect as a handwritten signature, and that VORA's record of your acceptance (account, version, date, time, and IP address) is conclusive evidence of it.
• Entire agreement; order of precedence. This Agreement, Exhibit A (Commission & Fee Schedule), Exhibit B (Equipment Schedule), the Program Policies, the Stripe Connected Account Agreement, and your Merchant Portal pricing page are the entire agreement between the parties on this subject. In a conflict: Exhibit A as to Commission and fees, then this Agreement, then the Program Policies, then the pricing page.
• Severability; waiver; force majeure. Standard: unenforceable provisions are severed; no waiver by inaction; neither party is liable for delays caused by events beyond its reasonable control, including hurricanes and other weather events, except for payment obligations.