Vendor Agreement

Effective date: August 25, 2026 · Document key: provider_agreement · Version: approved-2026-08-24-v7 · Operator: M2 AI, LLC, a Texas limited liability company · Brand: The Vendor Lineup · Website: https://www.vendorlineup.com · Governs: the relationship between a Vendor and the Platform

Plain-language summary

You (the Vendor) are an independent business. The Platform is a marketplace, not your employer, franchisor, or business partner.
You are solely responsible for the licenses, permits, insurance, and other legal requirements that apply to your business, people, equipment, and locations. The Platform does not verify or guarantee your compliance.
You control your storefront, pricing, packages, availability, and cancellation policy within Platform-controlled minimums.
You pay a vendor transaction fee on successfully captured booking amounts (5% on Basic, 2.5% on Pro; during the approved first 30 calendar days from first publication, 2.5% on Basic and 1.25% on Pro), adjusted for refunds as stated in the Fee and Payout Disclosure. Founding Vendor pricing is not operational until the separate 12-month eligibility and rate logic is implemented.
Payouts flow through Stripe Connect without a routine platform-imposed hold; exceptional holds are limited to defined risk, legal, or processor conditions.
Diverting a Platform-introduced customer off-platform to avoid fees is prohibited and carries a defined financial remedy.
The Platform can suspend or terminate your account under a documented, severity-based enforcement ladder with a right of appeal.
Some features and remedies described below are unavailable until their corresponding workflows are implemented. Those provisions do not represent those features as currently available.

1. Defined terms

| Term | Meaning | | --- | --- | | "Platform," "The Vendor Lineup," "we," "us," "our" | M2 AI, LLC, operator of The Vendor Lineup at https://www.vendorlineup.com. | | "Vendor," "you" | The independent business that creates a storefront and offers services through the Platform, including its Owner, Manager, and Assigned Staff users where applicable. | | "Customer" | A person who books a Vendor's services through the Platform. | | "Booking" | A confirmed transaction between a Customer and a Vendor, governed by the Marketplace Booking Terms. | | "Platform-introduced Customer" | A Customer or organization that becomes an identifiable lead by contacting a Vendor, requesting a quote, submitting a booking request, or completing a booking through the Platform, as defined further in Section 12. | | "Vendor-sourced Booking" | A Booking attributed to a Vendor's own verified platform short link, QR code, widget, or equivalent approved record under the rules in the Fee and Payout Disclosure. | | "Basic," "Pro" | The two Vendor subscription tiers described in Section 7 and the Fee and Payout Disclosure. | | "Founding Vendor" | A Vendor enrolled in the limited launch cohort described in Section 15. |

2. Relationship of the parties

You are an independent business. The parties intend no employment, general agency, franchise, joint venture, or partnership relationship. You have no authority to bind M2 AI, LLC, make a warranty on its behalf, or incur an obligation in its name. You retain your own brand, pricing, packages, policies, methods, personnel, equipment, and service areas, subject to the marketplace rules you accept. You are not permitted to operate under or license the Platform's brand. The parties' actual conduct and applicable law, not this label alone, determine their legal status.

Niky's training program, where offered, is separate from your Platform participation. It does not guarantee your acceptance, ranking, leads, bookings, territory, or income, and completing it is not a condition of Platform participation.

3. Eligibility and onboarding

To activate a storefront you and each authorized representative using the account must be at least 18 years old, able to enter a binding agreement, and authorized to act for the Vendor. You must complete the required Platform account gate, which covers: a verified email account; private business contact and location information, including an operational phone number that is not used as a sign-in factor; Stripe identity, payout, and taxpayer-certification readiness; acceptance of this agreement and the Fee and Payout Disclosure; content-rights and accuracy attestations; and confirmation that no material fraud, payment, security, or platform-safety conflict exists in our own records. Stripe's hosted flow, not M2 AI, LLC, collects the bank-account and full taxpayer-identification details used for verification and payout.

You acknowledge that a passing account and at least one passing service may become Provisionally live based on the Platform's implemented account and service checks. Automated acceptance establishes only that the submitted data passed those narrow checks; it is not a general compliance, endorsement, issuer-authenticity, or safety determination. See Section 5.

4. Your responsibility for compliance

You are solely responsible for identifying and complying with all laws, permits, licenses, insurance, certifications, inspections, employment or contractor rules, food-safety requirements, sales-tax permits and filings applicable to you, and other requirements applicable to your business, people, equipment, services, and every location where you perform. At launch, the Platform does not impose a separate Platform-wide minimum insurance coverage amount; that does not reduce your duty to maintain every coverage required by law, contract, venue, or the nature of your services. The Platform does not maintain a jurisdiction-by-jurisdiction compliance matrix, does not continuously track your compliance, and does not represent that activation, publication, or an optional badge means you satisfy every requirement. Selecting a food or treat service category, or any other category, does not make M2 AI, LLC responsible for verifying your licenses, permits, inspections, or other jurisdiction-specific compliance. M2 AI, LLC will not represent that it collects or remits marketplace tax for you until its own required registration and live-tax configuration are complete and the applicable checkout says so.

You are responsible for the accuracy of your storefront content, pricing, packages, availability, and structured policy, and you attest that you have the rights to use any logo, image, description, or other content you upload.

5. Optional credential badges

Optional credential uploads and badges are not implemented in the current release. If introduced later, they will require separate terms, privacy disclosures, security controls, evidence standards, and release approval. No current publication or account state represents that M2 AI, LLC verified a Vendor's insurance, license, permit, certification, safety, or legal compliance.

6. Your storefront, packages, and pricing

You control your branding, business story, published media, service descriptions, packages, inclusions, options, add-ons, operating requirements, and customer-facing contact entry point, within the standardized marketplace structure. You may publish up to the number of Active services and Active packages per service allowed by your tier (see Section 7 and the Fee and Payout Disclosure). Checkout, policies, reviews, fee disclosure, and trust-and-safety controls remain standardized and are not subject to your customization. You do not receive custom code or a separate checkout.

Each service you publish must use the pricing model, choice groups, overages, and add-on structure the Platform provides. A mandatory charge cannot be hidden in free text or added after a Customer commits without going through the accepted booking-change workflow. Instant Book is available only when price and eligibility can be determined deterministically from your published rules; anything else falls back to Request to Book.

Your content and the Platform. You retain ownership of your logos, photos, videos, descriptions, prices, and other content you submit. You grant M2 AI, LLC a worldwide, nonexclusive, royalty-free license, with the right to sublicense only to service providers acting for the Platform, to host, store, reproduce, format, display, and distribute that content as reasonably necessary to operate, secure, and promote your storefront, your services, and The Vendor Lineup. The license lasts while the content is published or needed to administer an existing Booking and for a reasonable backup, dispute, and legal-retention period afterward. It does not transfer ownership of your content. You represent that you have the rights and permissions needed for this use and for any person, venue, trademark, music, or other protected material appearing in the content.

M2 AI, LLC and its licensors retain all rights in the Platform software, marketplace design, data models, documentation, and The Vendor Lineup name and branding. Except for ordinary use of the Platform under this agreement, no Platform intellectual-property right is granted to you.

7. Subscription tiers

The Platform offers two tiers:

| Capability | Basic | Pro | | --- | --- | --- | | Monthly subscription | $0 | $49, monthly only at launch | | Vendor transaction fee | 5% (2.5% during the approved introductory period) | 2.5% (1.25% during the approved introductory period) | | Active services | 2 | 20 | | Active packages | 1 per Active service | 3 per Active service | | Active promotions | 1 | 3 | | Users | 1 Owner | 1 Owner plus up to 3 additional users | | Active campaign link or QR variants | 5 plus the default link and QR | 50 plus the default link and QR |

Full tier detail, including analytics, calendar connections, and support routing differences, is in PRODUCT.md and summarized in the Fee and Payout Disclosure. If and when Pro is offered for sale, it renews monthly until canceled. Before obtaining billing information, the purchase flow must clearly disclose the price, billing frequency, renewal, cancellation method and deadline, refund restriction, grace behavior, and when a downgrade takes effect, and must obtain a separate affirmative consent to the recurring charge. An upgrade from Basic to Pro takes effect immediately and starts a new monthly paid term. A downgrade or Pro cancellation takes effect at the end of the current paid term without a prorated refund, subject to applicable law; before it takes effect, you select which services, packages, and promotions remain Active under the Basic limits. If a Pro renewal payment fails, you receive a disclosed seven-day grace period before the account reverts to Basic. A tier change never deletes your data or alters a confirmed Booking's already-agreed terms. Do not offer Pro until the purchase, consent, receipt, simple cancellation, renewal, failed-payment, and entitlement lifecycle is operating and proved.

8. Your structured cancellation and booking policy

Before you can accept bookings, you must complete a structured booking and cancellation policy using one of three presets — Flexible, Standard, or Firm — or a bounded, platform-controlled customization of one. You cannot upload a replacement policy or use unrestricted free text for refund rules. Once published, a policy change applies only to future requests and bookings; a Booking already confirmed keeps the version the Customer accepted. Full mechanics are in the Marketplace Booking Terms.

You acknowledge that certain outcomes override your selected preset regardless of its terms: a Vendor cancellation, Vendor no-show, unsafe or legally prohibited fulfillment, or a Platform cancellation caused by enforcement action against you all trigger the Platform's full-refund rule for the Customer (Section 11). A verified safety or major disruption event triggers the Platform's safety override rather than your ordinary policy.

9. Fees

You pay a vendor transaction fee of 5% (Basic) or 2.5% (Pro) on each successfully captured Vendor booking subtotal, adjusted when a refund is completed under the accepted policy. For a Vendor that is not enrolled as a Founding Vendor, the rate is discounted to 2.5% or 1.25% respectively for exactly 30 calendar days from first publication, and the full rate applies at the recorded end timestamp. The launch schedule affects only this fee and is snapshotted at Booking confirmation; it does not affect customer fees, taxes, processor costs, refunds, or chargebacks.

The owner-approved launch schedule gives an eligible Founding Vendor the introductory Vendor transaction-fee rate for 12 months from first publication and six months of Pro without the subscription charge beginning when Pro is generally available with its advertised launch entitlements operating. Those benefits are not available until eligibility, start/end timestamps, benefit activation, ownership changes, suspension, closure/reopening, and Booking snapshots are implemented and tested.

These launch rates are owner-approved launch positions, not a permanent promise, and may be revised on notice as described in Section 20.

10. Payments and payouts

The current configured release uses Stripe test mode and test data only; it cannot create a real payout. When live payments are separately approved and enabled, you appoint M2 AI, LLC as your limited payment-collection agent for amounts Customers owe under Marketplace Bookings. Receipt by M2 AI, LLC or its processor of a successfully completed Customer payment satisfies the Customer's corresponding payment obligation to you, subject to reversal, refund, dispute, and chargeback. This appointment does not make M2 AI, LLC your general agent or the provider of your service.

Each captured Customer payment will use the final approved Stripe Connect charge structure after disclosed Platform, processor, and tax allocations. Actual availability and bank arrival will remain subject to Stripe, connected-account verification, payout schedules, and the receiving bank. A hold or payout pause may occur when required by Stripe, law or legal process, or a documented fraud, security, verification, negative-balance, dispute, refund, or account-enforcement condition. The attorney-approved cost and loss allocations are stated in the Fee and Payout Disclosure. Implement and test those allocations, collection authority, notices, records, and appeals; obtain qualified tax and processor-consistency validation, and renewed legal approval for any material deviation from the approved limited-agent text.

11. Vendor cancellation, no-show, and refund responsibility

The approved commercial rule is that if you cancel a confirmed Booking or are recorded as a verified no-show, the Customer receives a full refund of captured amounts, including the Marketplace service fee. Your Vendor-attributable amount may become a recoverable balance, subject to the processor, your express collection authorization, and the final recovery procedure.

Replacement booking assistance is not implemented or offered in the current release. If introduced later, it will require Customer consent, data-minimization rules, a new Booking and acceptance flow, and separate operational proof; it will not automatically transfer an obligation, price, or Customer data to another Vendor.

Refund creation, application-fee refund, transfer reversal, Vendor recovery, negative-balance, dispute, appeal, and shortfall accounting are not implemented on this candidate. Do not accept real bookings or use this recovery language until the complete path is implemented, test-proved, and shown to match the approved text; material deviations require renewed legal approval.

12. Off-platform booking prohibition and anti-circumvention

You may operate your independent business and book customers you acquired independently. You may not use a customer, lead, inquiry, booking, message, quote request, event detail, or other relationship introduced through the Platform to bypass the Platform's booking flow, fees, protections, records, or review system. A Platform-introduced Customer includes a customer or organization that becomes an identifiable lead by contacting you, requesting a quote, submitting a booking request, or completing a booking through the Platform. Repeat business with that Customer remains protected for 12 months after the later of the most recent meaningful platform interaction or completed platform booking.

Prohibited conduct includes, without limitation:

Asking, encouraging, or incentivizing a Platform-introduced Customer to book or pay directly, including to avoid or split Platform fees.
Sharing or requesting contact information, external booking links, invoices, payment handles, QR codes, or payment instructions for the purpose of diverting a booking.
Canceling, declining, or letting a Platform request expire and then completing the same or a materially related booking off-platform.
Moving a booking extension, add-on, balance, change, or repeat transaction outside the Platform when it falls within the protected 12-month period.
Reporting a lower value, splitting the transaction, disguising mandatory charges, or processing only part of a booking through the Platform to reduce fees.
Using Platform-provided customer information for unrelated direct marketing or solicitation without the Customer's appropriate permission.

A documented customer relationship that predates your first Platform introduction to that customer may qualify as an exception, subject to the Platform's evidence process. You may use your Platform-issued trackable short link, QR code, or another approved vendor-sourced entry path for customers you bring to the Platform, subject to the disclosed vendor-sourced fee schedule in the Fee and Payout Disclosure.

Financial remedy. If reliable evidence shows that you intentionally diverted a Platform-introduced booking off-platform, you owe the Platform the same predefined Platform fees that would have applied had the booking been processed correctly through the Platform — calculated as the Marketplace service fee and Vendor transaction fee that would have applied to the diverted transaction's disclosed or reasonably evidenced value. The parties intend this as a reasonable estimate of otherwise difficult-to-measure lost Platform fees, not as a penalty, and it may not exceed the fees that would have applied to the proven diverted value. M2 AI, LLC may not charge an on-file payment method or offset a payout for this remedy without an express collection authorization that clearly covers the method used. Attorney approval applies to this exact remedy text, but the evidence, notice, calculation, response/appeal, due-date, invoice, offset, and collection workflow must be implemented and tested before enforcement; material changes require renewed approval.

Enforcement. Violations may result in education, a warning, the fee assessment above, loss of ranking or advertising eligibility, listing suspension, a payout hold where contractually and legally permitted, account termination, and recovery of amounts properly due, following the enforcement ladder in Section 16. Intentional deception, repeated conduct, fraud, or customer harm may justify immediate protective action.

13. Reviews

Verified reviews and Vendor replies are not implemented in the current release. If they are enabled later, you may not create or procure fake reviews, condition an incentive on positive or negative sentiment, selectively solicit only favorable reviewers in a misleading way, suppress a review because of negative sentiment, threaten a reviewer, or disclose private Customer or event information. Final review moderation, appeal, and disclosure rules must be implemented and reviewed before any review feature is enabled.

14. Sponsored placement (optional)

Sponsored placement is not offered in the current release. If enabled later, it will be subject to a separate, conspicuous purchase disclosure and will not guarantee impressions, clicks, leads, requests, bookings, revenue, or return.

15. Founding Vendor benefits

If you are enrolled in the limited launch Founding Vendor cohort, the owner-approved launch benefit is that you retain the introductory Vendor transaction-fee rate for 12 months from first publication rather than 30 calendar days; the first-ten-bookings waiver is retired and does not stack. You also receive six months of Pro without the subscription charge beginning only when Pro is generally available with its advertised launch entitlements operating. Neither benefit is available until eligibility, start/end timestamps, ownership changes, suspension, closure/reopening, and Booking fee snapshots are implemented and tested. Basic remains free for every eligible Vendor.

16. Suspension, termination, and enforcement

To the extent permitted by applicable law, the Platform reserves broad discretion to reject an application, decline activation, delist content, pause bookings, suspend an account, terminate participation, or decline renewal. Common (non-exclusive) grounds include: false, incomplete, or unverifiable onboarding, identity, tax, storefront, service, or badge information; fraud, illegal activity, unsafe conduct, threats, harassment, discrimination, or misuse of customer information; repeated cancellations, double bookings, no-shows, serious lateness, or material nonperformance; misleading prices, packages, availability, images, reviews, credentials, or advertising claims; review manipulation or retaliation; off-platform circumvention (Section 12); unpaid fees, negative balances, unresolved chargebacks, or elevated fraud/financial risk; intellectual-property violations or prohibited content; and persistent nonresponsiveness or conduct creating material risk to customers, Vendors, or the Platform.

Enforcement follows a documented, severity-based ladder rather than a public points system: a low-risk first issue may receive coaching or a correction request; a material or repeated issue normally receives a formal warning and a seven-day cure period; an unresolved or high-risk issue can pause an affected listing, new bookings, or your account; severe or persistent conduct can result in termination. Credible safety, fraud, illegal-activity, security, privacy, payment-network, or active customer-harm risk permits immediate protective action without advance notice. You receive one appeal within 14 days of an enforcement action, reviewed by a different authorized operator with a five-business-day target; a protective restriction may remain in effect during appeal when the documented risk requires it.

Enforcement does not create a payout hold unless an already-approved processor, legal, fraud, security, verification, negative-balance, or documented enforcement condition applies, and any hold remains evidence-backed and scoped to the actual risk where practical. If an infraction is serious enough that safe or reliable fulfillment is no longer credible, the Platform may cancel an affected existing Booking, notify the Customer promptly, and issue a full refund of all captured amounts including the Marketplace service fee, funded as described in Section 11 if you lack available funds — your appeal does not delay that Customer refund.

Exact operational discretion, evidence-disclosure standard, notice content, reinstatement conditions, and jurisdiction-specific requirements must be defined before this section governs a real account; any resulting material text requires renewed legal approval.

17. Customer data use

Platform-provided Customer or event information may be used only for the purpose it was provided — administering the relevant inquiry or Booking. You may not use it for unrelated direct marketing or solicitation without the Customer's appropriate permission, and you may not sell, rent, or otherwise transfer it except to personnel or service providers who need it to fulfill the Booking and are bound to protect it.

You must use reasonable administrative, technical, and physical safeguards appropriate to the information; restrict access to people with a need to know; comply with applicable privacy, security, marketing, and breach-notification law; and notify M2 AI, LLC without undue delay after discovering suspected unauthorized access, use, disclosure, loss, or destruction involving Platform-provided data. You remain responsible for your personnel and subcontractors. When the purpose ends, you must securely delete or return the information unless law, an active dispute, or a documented Booking obligation requires retention. Each party is responsible for its own data practices; this allocation does not by itself determine either party's statutory controller, processor, business, or service-provider status. Your handling of Customer data is also described to Customers in the Privacy Policy. Implement and test the attorney-approved Vendor data-role allocation, incident notice timing, Vendor privacy notices, subcontractor controls, and deletion evidence before live sharing; material changes require renewed legal approval.

18. Disclaimers and limitation of liability

IMPORTANT: THIS SECTION LIMITS LIABILITY. Except for an express promise in this agreement, the Platform is provided "as is" and "as available." M2 AI, LLC does not guarantee ranking, impressions, leads, requests, bookings, revenue, Vendor compliance, Customer conduct, or uninterrupted operation. To the fullest extent permitted by law, neither party will be liable to the other for indirect, incidental, special, exemplary, punitive, or consequential damages, or lost profits, revenues, data, goodwill, or opportunities. M2 AI, LLC's aggregate liability arising from the Platform or this agreement will not exceed the greater of $500 or the Platform fees the Vendor paid to M2 AI, LLC during the 12 months before the event giving rise to the claim. These limitations do not apply to fraud, willful misconduct, gross negligence, breach of confidentiality or Section 17 data-use duties, infringement, the Vendor's Section 19 indemnification obligations, unpaid amounts, an express refund or payout obligation, or liability that applicable law does not permit a party to limit. Attorney approval applies to this exact conspicuous text, scope, carve-outs, and cap; any material change requires renewed approval.

19. Indemnification

To the fullest extent permitted by law, you will defend, indemnify, and hold harmless M2 AI, LLC and its officers, managers, employees, and agents from third-party claims, damages, judgments, penalties, costs, and reasonable attorneys' fees arising from: (a) your services or failure to perform them; (b) injury, death, property damage, or unlawful conduct caused by you or your personnel; (c) your violation of law, permit, license, tax, employment, privacy, or safety obligations; (d) your content or infringement of another person's rights; or (e) your misuse of Customer data. This obligation does not apply to the extent a claim was caused by M2 AI, LLC's fraud, willful misconduct, gross negligence, or breach of this agreement.

M2 AI, LLC must give reasonably prompt notice of an indemnified claim, except that delay reduces your obligation only to the extent it materially prejudices the defense. You may control the defense with qualified counsel reasonably acceptable to M2 AI, LLC, and M2 AI, LLC may participate at its own expense. You may not settle a claim in a way that admits fault by, imposes nonmonetary duties on, restricts, or leaves an uncovered payment obligation for an indemnified party without that party's written consent, not to be unreasonably withheld. M2 AI, LLC may assume control at your expense if you do not defend promptly or a material conflict of interest prevents joint representation. Attorney approval applies to this exact defense-control, settlement-consent, proportional-fault, and insurance-interaction text; any material change requires renewed approval.

20. Term, changes, and account lifecycle

This agreement remains in effect while your account is open. We may update this agreement, the fee schedule, or the payout policy prospectively. We will provide at least 30 days' advance notice of a material change to fees or ongoing Vendor obligations and require renewed acceptance when appropriate. A change required by law, a payment network, security, fraud, or an urgent operational risk may take effect sooner with notice as reasonably practicable. No change retroactively alters a confirmed Booking's accepted fee, policy, or service terms. Before an unwanted material change takes effect, you may stop new business and begin account closure, but existing Bookings and accrued obligations remain enforceable. Implement and test notice, delivery evidence, versioning, and reacceptance for the owner-approved 30-day position. Pausing your storefront stops new discovery and bookings but preserves your ability and duty to administer existing Bookings, messages, payments, payouts, refunds, disputes, and required records. Account closure requires reauthentication, stops new business immediately, and remains pending while any Booking, obligation, balance, payout, refund, dispute, or required record-access obligation is unresolved. Account ownership transfer is support-assisted, not self-service, and requires reverification of the current and proposed new owner. Exact evidence, notice, and retention terms for closure and transfer require qualified legal review.

21. Governing law and general terms

Texas law governs this agreement, without regard to conflict-of-laws principles. Before filing a claim, each party should provide written notice and a reasonable opportunity to resolve it, but that informal step does not prevent urgent relief or toll a filing deadline. This approved text does not require arbitration. Any court proceeding must be brought in a state or federal court with jurisdiction in Fort Bend County, Texas. If a provision is unenforceable, it will be enforced to the maximum lawful extent and the remaining provisions will remain effective. A waiver must be express and applies only to the specific instance waived. You may not assign this agreement or transfer an account without M2 AI, LLC's written approval. M2 AI, LLC may assign it in connection with a merger, financing, reorganization, or transfer of the Platform. Sections concerning accrued payment obligations, accepted Bookings, intellectual property, Customer data, disclaimers, liability, indemnification, disputes, and required records survive termination to the extent needed to give them effect. This agreement and its incorporated documents are the entire agreement on their stated subjects. Attorney approval applies to this exact venue, notices, assignment, survival, and dispute text; any material change requires renewed approval.

22. Notices

Vendor-support questions, legal correspondence, and privacy-related requests may be emailed to hello@vendorlineup.com or mailed to M2 AI, LLC, 2240 Murphy Road, Suite 4020, Missouri City, Texas 77459. This contact information is not a consent to a method of formal service of process that applicable law does not otherwise permit. Implement and test the monitored intake, routing, response, escalation, and recordkeeping workflow before publication.

23. Electronic records

Electronic acceptance may serve as your signature if the live flow lets you review, save or print, and later retrieve a durable copy of the exact agreement and disclosure versions you accepted. Implement durable-copy delivery, acceptance authority, version evidence, and a withdrawal/contact-update process before use.

Cross-references: Marketplace Customer Terms · Fee and Payout Disclosure · Marketplace Booking Terms · Privacy Policy · README