Master RaaS Agreement

THIS MASTER RaaS AGREEMENT is made between:

OLOSO INC, a Delaware corporation with its principal business at 349 5th Ave Fl 3, New York, NY 10016 (“OLOSO”); and

the customer identified in the Order Form (“Customer”).

1. Structure of this Agreement

1.1 Documents. This Agreement consists of the Order Form, these terms, and the following exhibits, each incorporated by reference:

1.2 Order of precedence. In the event of conflict: (a) the Order Form; (b) these terms; (c) the exhibits in the order listed. An exhibit prevails over these terms only where it expressly says so.

1.3 Customer documents excluded. No purchase order, vendor portal registration, supplier code of conduct, standard terms or other document issued by Customer has any effect, and any additional or different term in such a document is rejected, even if OLOSO does not object and proceeds with performance.

1.4 Effective date. This Agreement takes effect on the date of the last signature on the Order Form.

2. Definitions

“Equipment” means the beverage equipment identified in the Order Form and Exhibit A, together with all accessories, components, parts and documentation supplied with it.

“Platform” means the cloud service made available to Customer for recipe management, reporting and equipment administration, as described in Exhibit C.

“Products” has the meaning given in Exhibit B.

“Venue” means each location identified in the Order Form at which Equipment is installed.

“TEDIA” means TEDIA Technology, OLOSO’s parent company, which supplies the Equipment to OLOSO and owns or controls the Platform, software and certain recipe and calibration technology.

3. Rental

3.1 Grant. OLOSO rents the Equipment to Customer, and Customer takes it on rent, on the terms of this Agreement. Customer receives only a limited, non-exclusive, non-transferable right to possess and operate the Equipment at the Venue during the Term, in accordance with this Agreement and the documentation.

3.2 No sale. This Agreement is a rental of equipment. It is not a sale, a conditional sale, a hire purchase, a lease to own, or an agreement creating a security interest, and it confers no option, right or expectation to purchase the Equipment. No purchase option exists unless OLOSO and Customer execute a separate written amendment.

4. Term and renewal

4.1 Initial Term. The Initial Term is the period stated in the Order Form, being not less than twenty-four (24) months, commencing on the Installation Date.

4.2 Renewal. On expiry of the Initial Term this Agreement renews automatically for successive periods of twelve (12) months unless either party gives written notice of non-renewal at least thirty (30) days before the end of the then-current term. OLOSO will endeavor to send a renewal reminder in advance of each renewal date, but failure to do so does not affect renewal.

4.3 Change of rates on renewal. OLOSO may change the rental rate, and may introduce a minimum purchase commitment, with effect from the start of a renewal period, by notice given at least sixty (60) days before the renewal date. Customer’s remedy is to give notice of non-renewal under clause 4.2.

5. Fees, deposit and payment

5.1 Rental. Rental is payable monthly in advance at the rate stated in the Order Form. The current standard rates are:

5.2 Promotional terms. Any waiver of the installation fee, free rental month, discount or other concession applies only if expressly stated in the Order Form, applies only to the term for which it is stated, and does not carry over on renewal. Where a concession was given in consideration of a committed term and Customer terminates early, OLOSO may recover the value of the concession in addition to any amount under clause 5.6, subject to the cap in clause 5.7.

5.3 Annual prepayment. Where the Order Form states annual prepayment, Customer pays twelve months’ rental in advance, receives a fifteen per cent (15%) discount on that rental, and no security deposit is taken.

5.4 Security deposit. Except where clause 5.3 applies, Customer pays a security deposit equal to three months’ rental before installation. OLOSO may apply the deposit against any amount due, including unpaid rental, service charges, damage and return costs. The deposit does not bear interest, is not an advance payment of rental, and any unapplied balance is refundable within 45 days after return of the Equipment in accordance with clause 18.

5.5 Payment. All amounts are payable in United States dollars by the method stated in the Order Form. Customer must maintain a valid payment method and authorizes OLOSO to charge it for amounts due. Amounts are payable without set-off, counterclaim, deduction or withholding.

5.6 Early termination.

1. Where Customer pays monthly and this Agreement terminates before the end of the committed term other than under clause 17.4, the security deposit is retained and applied as an early termination charge.

2. Where Customer pays annually under clause 5.3, Customer may terminate on not less than three (3) months’ prior written notice. On the effective date of termination OLOSO will refund prepaid rental attributable to the period after that date, less an early termination fee equal to three (3) months’ rental at the rate in the Order Form, and less any unpaid amounts and any de-installation, return freight, damage or other charge properly due.

5.7 Cap on early termination recovery. OLOSO’s total recovery under clause 5.6 and clause 5.2 combined will not exceed three (3) months’ rental, without duplication. This clause does not limit OLOSO’s right to recover unpaid amounts accrued before termination, service and damage charges, or return costs.

5.8 Late payment. Overdue amounts bear interest from the due date at the lower of one and one-half per cent (1.5%) per month and the maximum rate permitted by applicable law, and Customer will reimburse OLOSO’s reasonable costs of collection, including legal fees, to the extent permitted by law.

5.9 Taxes. All amounts are exclusive of sales, use, rental, personal property and similar taxes, which Customer will pay. Customer will provide a valid exemption or resale certificate where it claims an exemption, and is responsible for any tax, interest and penalty assessed because a certificate was invalid, expired or inapplicable. Customer is responsible for any personal property tax assessed on the Equipment.

5.10 No abatement. Except as expressly provided in Exhibit B clause 8.2(c) and clause 17.4, Customer’s payment obligations are absolute and unconditional and are not suspended, reduced or abated by any equipment fault, service issue, platform unavailability, supply interruption, business interruption, dispute or claim.

6. Delivery, site and installation

6.1 Site preparation. Customer must, at its cost and before installation, provide a site meeting the requirements in Exhibit A, including potable water of the specified quality, the specified filtration, plumbing and drainage, electrical supply, network connectivity, floor loading, clearance and ventilation, and must obtain all permits and approvals required for the installation and for beverage service at the Venue.

6.2 Installation. Installation, calibration and commissioning will be performed by OLOSO or an OLOSO-approved technician. Customer will provide safe and timely access. Any additional cost caused by a site that is not ready, by access restrictions, or by a return visit, is chargeable to Customer.

6.3 Installation Date and acceptance. The Installation Date is the date OLOSO or its technician completes commissioning. Customer will sign an installation and condition report. If Customer does not raise a documented objection within three (3) business days, the Equipment is deemed accepted and the condition report is conclusive as to its condition at installation.

6.4 Delay. Installation dates are estimates. Time is not of the essence. OLOSO is not liable for any delay in delivery or installation.

7. Title, risk and insurance

7.1 Title. Title to the Equipment remains with OLOSO at all times. Customer has no right, title or interest in it other than the right of use granted by this Agreement.

7.2 Personal property. The Equipment is and remains personal property and does not become a fixture or part of the realty, however it is affixed. Customer will keep the Equipment free of any lien, charge, security interest or encumbrance, will not allow it to be taken in execution, and will notify OLOSO immediately of any claim against it. Customer will, at OLOSO’s request, obtain a landlord or mortgagee waiver in a form acceptable to OLOSO, and will sign any document and do anything reasonably required to protect OLOSO’s title. Customer authorizes OLOSO to file financing statements to give notice of OLOSO’s interest.

7.3 Risk of loss. Risk of loss, theft, damage and destruction passes to Customer on delivery to the Venue and remains with Customer until the Equipment is returned to OLOSO’s possession under clause 18. Loss or damage does not relieve Customer of any payment obligation. If the Equipment is lost, stolen or damaged beyond economic repair, Customer will pay OLOSO the replacement value stated in Exhibit A, less any insurance proceeds actually received by OLOSO.

7.4 Insurance. Customer will maintain, throughout the Term and with insurers of good standing:

1. commercial general liability insurance, including products and completed operations coverage, of not less than US$1,000,000 per occurrence and US$2,000,000 in the aggregate;

2. property insurance covering the Equipment for its full replacement value against all risks; and

3. workers’ compensation and employers’ liability insurance as required by law.

Policies (a) and (b) must name OLOSO as additional insured and, in the case of (b), loss payee, must be primary and non-contributory, and must require at least thirty (30) days’ notice of cancellation. Customer will provide a certificate of insurance before installation and on each renewal, and OLOSO may decline or suspend installation until it is provided.

8. Use, care and relocation

8.1 Permitted use. Customer will use the Equipment only at the Venue, only for preparing beverages from Products supplied or approved by OLOSO, only in accordance with the documentation and Exhibit D, and only in compliance with applicable law.

8.2 Prohibited acts. Customer will not, and will not permit any person to: move, relocate, disconnect, reinstall, transfer, sublet, lend, share or part with possession of the Equipment; open, modify, adapt, repair, service, recalibrate, re-flash, reverse engineer or tamper with the Equipment, its software or its firmware; connect unauthorized hardware or peripherals; defeat, bypass, disable or circumvent any cleaning lockout, safety control, food-safety control, metering or reporting function; remove or obscure any serial number, marking or notice; or use the Equipment outside its rated operating conditions.

8.3 Relocation. Relocation requires OLOSO’s prior written approval and, where OLOSO requires, performance by an OLOSO-approved technician at Customer’s cost. Unauthorized relocation is a material breach and voids the warranty in respect of any resulting condition.

8.4 Care. Customer will keep the Equipment in good condition, ordinary wear excepted, protect it from damage, provide a stable operating environment, and permit OLOSO and its technicians access to inspect, service, repair, recover or remove it on reasonable notice, and without notice in an emergency.

8.5 No consumer self-service. As at the Effective Date, OLOSO does not offer a consumer self-service dispensing configuration. Customer is responsible for operating the Equipment through its own staff or its own point-of-sale arrangements. Any consumer-facing ordering, payment or dispensing arrangement implemented by Customer is Customer’s sole responsibility, including accessibility, disclosure, payment and consumer-protection compliance.

9. Ingredients and consumables

Exhibit B (Ingredient Supply Terms) applies. In particular, Customer must use in the Equipment only BIB Products supplied by OLOSO and only Consumables supplied or approved in writing by OLOSO, for the reasons stated in Exhibit B clause 2.2. Use of unapproved inputs is a material breach and has the consequences stated in Exhibit B clause 2.4.

10. Cleaning, sanitation and food safety

10.1 Customer obligation. Customer will perform all daily and periodic cleaning, flushing, sanitizing, inspection and recordkeeping exactly as set out in Exhibit D and the cleaning SOP supplied with the Equipment; will use only approved chemicals, tools and procedures; will train its staff and keep training records; will maintain potable water, ice and storage conditions; and will promptly report any contamination, malfunction or food-safety concern.

10.2 Automatic records. The Equipment automatically records each cleaning cycle. Those records are generated and retained through the Platform. Customer acknowledges that these records are created, that OLOSO and TEDIA have access to them, and that they may be used as described in clause 13 and Exhibit C.

10.3 Mandatory cleaning lockout. The Equipment enforces mandatory cleaning. A cleaning task may be deferred before it falls due, but once due the Equipment will require the cleaning to be completed before further production. Customer must not bypass, defeat, disable or circumvent the cleaning lockout or any other safety or food-safety control.

10.4 Consequences of breach. If Customer fails to clean the Equipment as required, or bypasses or tampers with the cleaning lockout or any safety control, OLOSO may, immediately and without prior notice where there is a food-safety or safety risk: disable the Equipment under clause 17.3; suspend Services and supply; require remediation, deep cleaning, recalibration or parts replacement at Customer’s cost; exclude from warranty any resulting condition; and terminate this Agreement under clause 17.2.

10.5 Product information and point-of-sale disclosure. OLOSO will make available the product information described in Exhibit B clause 3, on the basis stated there. Customer is solely responsible for all point-of-sale and menu disclosure, including ingredient, allergen, nutrition, calorie and menu-labelling obligations applicable to its business, for cross-contact controls at the Venue, for any recipe modification, substitution, addition or serving-size decision it makes, and for the accuracy of everything it tells its customers.

10.6 Permits and venue eligibility. Customer is solely responsible for confirming that the Venue may lawfully prepare and sell beverages and for obtaining and maintaining every food-service, health, business, zoning and other permit, licence and approval required. OLOSO does not warrant that any Venue is eligible, and the provision of equipment documentation or implementation support is not an assurance of eligibility. Customer will provide a written site and permit attestation before installation. OLOSO may refuse, postpone, suspend or discontinue an installation which it considers may be unlawful or unsafe, without liability.

11. Service, support and warranty

11.1 Support access. OLOSO provides 24/7 access to its online support channel, meaning that Customer may submit a service request at any time. This is not a commitment that a person will respond at any time, that a request will be diagnosed or resolved within any period, or that on-site service will be provided or scheduled within any period.

11.2 No service level agreement. OLOSO gives no response-time commitment, no on-site response time, no service radius, no resolution time, no uptime commitment and no service credit. Requests are reviewed and handled during OLOSO’s applicable business and support hours. Where OLOSO determines that on-site service is necessary, scheduling depends on the location of the Venue, the nature and severity of the issue, Customer’s cooperation, and technician and parts availability.

11.3 Warranty. The limited warranty in Exhibit E applies. Except as stated in Exhibit E, and to the maximum extent permitted by law, OLOSO DISCLAIMS ALL WARRANTIES IN RESPECT OF THE EQUIPMENT, THE PLATFORM AND ALL SERVICES, EXPRESS, IMPLIED AND STATUTORY, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, SYSTEM INTEGRATION, ACCURACY, AND ANY WARRANTY ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE.

11.4 Chargeable work. Service, parts, labour, travel, diagnostics and replacement required as a result of any cause excluded under Exhibit E are chargeable at OLOSO’s then-current rates.

11.5 Consumables and wear parts. BIB Products, cups, lids, straws, labels, printer media, cleaning chemicals and kits, filters and similar consumables are charged separately unless the Order Form expressly includes them. During a paid rental OLOSO bears the cost of ordinary internal wear parts and defect-related replacements, except where the need arises from a cause excluded under Exhibit E.

12. Platform

Exhibit C (Platform Terms and Support Policy) applies. Customer’s right to use the Platform is limited, non-exclusive, non-transferable and co-terminous with this Agreement. The Platform is provided “as is” and “as available” with no uptime commitment. OLOSO and TEDIA may modify, update and change the Platform and the Equipment software and firmware as described in Exhibit C.

13. Data

13.1 Customer Data. As between the parties, Customer owns the operating records generated at its Venues, comprising sales and production counts, product mix, inventory consumption, cleaning records and equipment status for its own Equipment (“Customer Data”).

13.2 License to OLOSO. Customer grants OLOSO and its affiliates, including TEDIA, a worldwide, non-exclusive, royalty-free, irrevocable, perpetual, sublicensable license to host, store, process, transmit, reproduce, analyze and otherwise use Customer Data in order to: (a) provide, operate, support, maintain and secure the Equipment, the Platform and the Services; (b) meet food-safety, quality, warranty, traceability and regulatory requirements; (c) plan supply, production and logistics; and (d) develop, test, improve and train products, recipes, services, analytics and models.

13.3 Aggregated and de-identified data. OLOSO and its affiliates may create, use, retain, disclose and commercialize aggregated and de-identified data derived from Customer Data, in perpetuity and including after termination, provided that it does not identify Customer, any Venue or any individual. Such data is owned by OLOSO.

13.4 Publicity of data. OLOSO will not publish Customer-identifying operating data without Customer’s prior written consent. Clause 14.4 governs the use of Customer’s name and marks.

13.5 Access by OLOSO and TEDIA. Customer acknowledges that OLOSO, TEDIA and their authorized technical personnel — including personnel located outside the United States — may access the Platform, the Equipment and Customer Data for the purposes in clause 13.2, and consents to that access. OLOSO will maintain access controls and logging in accordance with Exhibit C.

13.6 Export on termination. On termination, and for [sixty (60)] days afterwards, OLOSO will make Customer Data available for export in [CSV] format on request. That export comprises Customer’s own Venue operating records only. It does not include OLOSO or TEDIA recipes, formulations, calibration parameters, algorithms, software, platform configuration, benchmarking data, or any data of another customer. After that period OLOSO may delete Customer Data, subject to backups and any legal, food-safety or audit retention requirement.

13.7 Personal information. Where Customer configures Platform accounts for its personnel, Customer is responsible for informing them and for having a lawful basis for doing so. OLOSO processes that information as described in the Privacy Policy and, where a data processing addendum is executed, in accordance with it.

14. Brand, marketing and publicity

14.1 License to Customer. Subject to Customer’s compliance with this Agreement, OLOSO grants Customer a limited, non-exclusive, non-transferable, non-sublicensable, revocable license, for the Term only, to use the OLOSO names, beverage names, logos, images and menu and point-of-sale assets approved by OLOSO, solely to market and sell authorized OLOSO beverages at the Venues and in accordance with OLOSO’s brand guidelines. All goodwill accrues to OLOSO. OLOSO may withdraw approval of any particular use at any time.

14.2 Optional. The license in clause 14.1 is offered for Customer’s convenience and its use is optional. Customer may sell beverages produced with the Equipment under its own branding, menu names and presentation, subject only to Customer not making any false or misleading statement about OLOSO, TEDIA or the Products, and to Exhibit B clause 3.3.

14.3 Marketing materials. Standard menu planning suggestions, launch and seasonal campaign templates and basic digital creative may be provided as part of the relationship. Custom design, printing, premium media, production, shipping and Venue-specific work are chargeable and are quoted separately. Any inclusion is stated in the Order Form. Marketing materials are suggestions only; Customer remains responsible for the content, accuracy, substantiation and legality of everything it publishes, including any adaptation of OLOSO materials.

14.4 Publicity by OLOSO. Customer grants OLOSO a non-exclusive, royalty-free license to use Customer’s name, trade name and logo to identify Customer as an OLOSO customer, in customer lists and logo walls, on the OLOSO website, in sales presentations, on social media and in marketing materials. Customer may withdraw this license for future use by written notice, which does not require OLOSO to withdraw, alter or destroy materials already produced or published. Detailed case studies, specific operating or financial data, testimonials, endorsements, and photographs or video of Customer’s premises, staff or customers require Customer’s separate prior written approval.

14.5 Termination. On termination Customer will immediately stop new use of OLOSO marks and materials, remove OLOSO-branded digital content, menu boards, screens and signage within thirty (30) days, and return or destroy proprietary materials. Customer may retain ordinary archival business records.

15. Intellectual property

15.1 Ownership. OLOSO and its licensors, including TEDIA, own all intellectual property rights in the Equipment, its software and firmware, the Platform, the recipes, formulations, calibration parameters, dispensing and cleaning logic, documentation, brand assets and all improvements to them. Nothing in this Agreement transfers any of those rights. Customer receives only the limited rights expressly granted.

15.2 Trade secrets. The recipes, formulations, calibration parameters, dispensing profiles and cleaning validation data are OLOSO’s and its licensors’ confidential information and trade secrets. Customer will not analyze, test, reverse engineer, deconstruct, measure, record, document or attempt to derive or replicate them, during or after the Term, and will not assist any third party to do so.

15.3 Feedback. OLOSO may use without restriction or compensation any suggestion, idea or feedback Customer provides.

15.4 Customer marks. Customer retains ownership of its own marks, subject to the license in clause 14.4.

16. Confidentiality

Each party will protect the other’s confidential information with at least reasonable care and use it only for this Agreement. Confidential information includes the pricing and commercial terms of this Agreement, OLOSO’s technical and product information, and Customer’s non-public business information. The obligation continues for three (3) years after termination and, for trade secrets, for as long as they remain trade secrets. Customary exclusions apply for information that is public through no breach, independently developed, lawfully received from a third party, or required to be disclosed by law, provided the disclosing party is notified where lawful.

17. Default, suspension and termination

17.1 Events of default. Each of the following is an event of default by Customer: failure to pay any amount when due; breach of clause 8, 9, 10 or 15; use of unapproved ingredients or Consumables; bypassing or tampering with any cleaning, safety or food-safety control; any act or omission creating a food-safety or safety risk; unlawful use of the Equipment; failure to maintain insurance; any other material breach; and insolvency, assignment for the benefit of creditors, appointment of a receiver, or the commencement of any bankruptcy or similar proceeding.

17.2 Termination by OLOSO. OLOSO may terminate this Agreement by notice if Customer fails to remedy a monetary default within ten (10) days of notice, or a curable non-monetary default within thirty (30) days of notice, provided the remedy is begun promptly and pursued diligently. OLOSO may terminate immediately, without a cure period, for a default involving food safety, health or safety risk, unlawful use, tampering with the Equipment or its controls, infringement or misappropriation of intellectual property, or insolvency, and for a repeated default of the same kind.

17.3 Suspension and remote disablement. In addition to any other right, OLOSO may, at any time while a default is outstanding, suspend ingredient shipments, Platform and account access, support and non-essential functions, and may remotely disable the Equipment, where technically available and reasonably necessary.

OLOSO will give Customer prior notice and the applicable cure period before remotely disabling the Equipment for non-payment. OLOSO may disable the Equipment immediately and without prior notice where there is a food-safety, health, safety or security risk, tampering with the Equipment or its controls, or unlawful use. Customer acknowledges and agrees that remote disablement is a contractually authorized remedy, that Customer consents to it, and that it does not constitute a breach of the peace, a trespass, a conversion or a wrongful interference with Customer’s business.

17.4 Termination by Customer. Customer may terminate this Agreement if OLOSO commits a material breach and fails to remedy it within thirty (30) days of written notice. Customer’s rights under clause 5.6 in respect of early termination for convenience are unaffected.

17.5 Consequences. On termination: all amounts accrued become immediately due; the licenses in clause 14.1 and clause 12 end; Customer will cease using the Equipment and make it available for recovery under clause 18; and OLOSO may exercise all remedies available at law, including recovery of the Equipment through lawful process.

17.6 Survival. Clauses 5.8, 5.9, 7.3, 13, 14.4, 14.5, 15, 16, 17.5, 18, 19, 20, 21, 22, 23 and 24 survive.

18. Return of Equipment

18.1 De-installation. OLOSO or an OLOSO-approved service provider will carry out any required de-installation. Customer must not disconnect, dismantle, pack or ship the Equipment except under OLOSO’s written instructions.

18.2 Cost. Where this Agreement ends on Customer’s default or on Customer’s early termination for convenience, Customer bears the cost of de-installation, packing, return freight, insurance in transit and repair of damage beyond ordinary wear. Where this Agreement ends on OLOSO’s uncured material breach, OLOSO bears reasonable return costs. Cost allocation on ordinary expiry or non-renewal is as stated in the Order Form.

18.3 Condition. The Equipment must be made available promptly, complete with all accessories and documentation, cleaned and sanitised, and in good working condition, ordinary wear excepted. OLOSO will document its condition on return and compare it against the installation condition report under clause 6.3. Damage beyond ordinary wear, and missing items, are chargeable at the rates in Exhibit A.

18.4 Holdover. If the Equipment is not made available within fifteen (15) days after termination, Customer will pay rental at 150% of the last applicable monthly rate for each month or part month until it is recovered, without prejudice to OLOSO’s other remedies.

19. Liability

19.1 Exclusion. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY IS LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, SALES, BUSINESS, GOODWILL, REPUTATION, ANTICIPATED SAVINGS, DATA, OR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, ARISING OUT OF OR RELATING TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, WARRANTY OR OTHERWISE, AND EVEN IF ADVISED OF THE POSSIBILITY.

19.2 Cap. OLOSO’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT WILL NOT EXCEED THE TOTAL AMOUNTS PAID BY CUSTOMER TO OLOSO UNDER THIS AGREEMENT IN THE SIX (6) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

19.3 Carve-outs. Clauses 19.1 and 19.2 do not limit: liability for death or personal injury caused by a party’s negligence; Customer’s payment obligations; Customer’s obligations under clauses 7.3, 8.2, 15 and 19.4; either party’s liability for fraud or willful misconduct; or any liability that cannot lawfully be excluded or limited.

19.4 Indemnity by Customer. Customer will indemnify, defend and hold harmless OLOSO, its affiliates and their officers, employees and agents against any claim, demand, proceeding, loss, liability, damage, fine, penalty, cost and expense, including reasonable legal fees, arising out of or relating to: Customer’s operation of the Venue and of the Equipment; its preparation, handling, labelling, marketing, pricing and sale of beverages; its point-of-sale disclosures; its failure to obtain or maintain any permit or license; its staff; its use of unapproved ingredients or Consumables; its breach of this Agreement or of applicable law; any claim by a consumer or third party arising from a beverage prepared or sold by Customer; and any claim by Customer’s landlord, lender or a tax authority in respect of the Equipment — except to the extent the claim arises from a defect in the Equipment as delivered.

19.5 Indemnity by OLOSO. OLOSO will defend Customer against any third-party claim that the Equipment or Platform, as supplied by OLOSO and used in accordance with this Agreement, infringes a United States patent, copyright or trademark, and will pay damages finally awarded. This does not apply to a claim arising from: use in breach of this Agreement; modification or combination not made or approved by OLOSO; use of unapproved ingredients or Consumables; Customer’s own content, recipes, menus or marks; or continued use after OLOSO has provided a non-infringing alternative. OLOSO may, at its option, procure the right to continue use, modify or replace the affected item, or terminate this Agreement on notice and refund prepaid unused rental. This clause states OLOSO’s entire liability and Customer’s sole remedy for any claim of infringement, and is subject to clause 19.2.

20. Governing law and disputes

20.1 Governing law. This Agreement is governed by the laws of the State of Delaware, without regard to its conflict of laws rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

20.2 Dispute resolution. Binding arbitration before AAA under its Commercial Arbitration Rules, before one arbitrator, seated in Delaware, in English. Each party bears its own costs. Claims must be brought individually; class, collective, consolidated and representative proceedings are waived. Either party may apply to a court for injunctive or other equitable relief, and OLOSO may bring proceedings in court to recover the Equipment or unpaid amounts.

20.3 Jury waiver. To the extent any dispute is heard in court, EACH PARTY WAIVES ANY RIGHT TO TRIAL BY JURY.

20.4 Limitation period. Any claim arising out of or relating to this Agreement must be brought within one (1) year after the cause of action accrues, to the extent permitted by law.

21. Force majeure

Neither party is liable for any failure or delay, other than a failure to pay money, caused by an event beyond its reasonable control, including act of God, fire, flood, severe weather, epidemic, war, terrorism, civil unrest, labor dispute, failure or shortage of raw materials, components or utilities, supplier or manufacturer failure, transport, port or carrier delay, cyber incident, telecommunications or cloud service failure, and any act of government, including embargo, sanction, import or export restriction, and the imposition or variation of any duty or tariff. The affected party will notify the other and use reasonable efforts to mitigate. During such an event OLOSO may allocate supply and services among its customers on any reasonable basis.

22. Compliance

Each party will comply with all applicable laws, including anti-corruption, export control and sanctions laws. Customer will not export, re-export or transfer the Equipment outside the United States. Customer represents that neither it nor any of its principals is a sanctioned or restricted party.

23. No reliance on projections

23.1 Customer acknowledges that any figure, model, estimate, scenario, calculator output, illustration or example provided by OLOSO or any of its representatives concerning beverage volumes, costs, pricing, margin, payback, revenue, profitability or return on investment is illustrative only, based on stated or assumed inputs, and is not a promise, projection, guarantee or representation of results. Actual results vary and depend on matters outside OLOSO’s control.

23.2 Customer further acknowledges that figures describing installed equipment, cumulative beverage volumes or brands served relate to TEDIA’s installed network, are supplied by TEDIA, and do not describe OLOSO’s own operating history.

23.3 Customer has not relied on any statement, representation, assurance, warranty, projection or illustration not expressly set out in this Agreement, and waives any claim based on any such statement, save in the case of fraud. Customer confirms that no OLOSO representative has guaranteed any level of sales, revenue, profit, payback period or business success.

23.4 Customer sets and controls its own retail prices. Any suggested retail price provided by OLOSO is a suggestion only, and Customer is free to charge any price it chooses.

24. Relationship of the parties

24.1 The parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, agency, employment or fiduciary relationship. Neither party may bind the other.

24.2 Customer operates its own independent business, controls its own premises, staff, hours, pricing, menu, marketing and customers, and bears its own business risk. OLOSO does not control, and has no right to control, Customer’s business operations, other than the specific obligations in this Agreement relating to the Equipment, food safety and the Products.

24.3 The parties acknowledge that this Agreement is a rental of equipment with an associated supply of goods and services, and is not intended to be, and the parties do not intend to create, a franchise, a business opportunity, a distributorship or a license of a business system. Customer pays no franchise fee, royalty, advertising fund contribution or initial fee.

25. General

25.1 Amendment. OLOSO may amend these terms and the exhibits on thirty (30) days’ notice, except that during a committed term no amendment may increase the rental rate, introduce a minimum purchase commitment, reduce the scope of Exhibit E, or change clause 19 or 20, without Customer’s written agreement. Amendments take effect on the stated date and continued use constitutes acceptance.

25.2 Assignment. Customer may not assign, novate, charge or otherwise transfer this Agreement or any right under it, including by change of control, merger or sale of its business, without OLOSO’s prior written consent, which will not be unreasonably withheld. Any purported transfer without consent is void, and a change of control without consent is an event of default. OLOSO may assign freely to an affiliate or in connection with a financing, reorganization or sale of its business.

25.3 Notices. Notices must be in writing and sent to the addresses in the Order Form, by hand, recognized courier or email with confirmation of transmission. Operational notices to Customer may be given by email to the address on its account or by notice in the Platform.

25.4 Entire agreement. This Agreement is the entire agreement between the parties on its subject matter and supersedes all prior discussions, proposals, quotations, presentations and representations.

25.5 Severability, waiver, counterparts. If any provision is unenforceable, it will be modified to the minimum extent necessary to make it enforceable and the remainder continues in effect. No failure or delay in exercising a right is a waiver. This Agreement may be signed in counterparts and by electronic signature.

25.6 Third parties. TEDIA is an intended third-party beneficiary of clauses 13, 15 and 16. No other person has any right under this Agreement.

25.7 Language. The English-language version of this Agreement controls. Any translation is provided for convenience only.