KVM Conditions of Purchase and Use

1. Overview. KVM Technologies LLC, a California limited liability company (formerly, Dispense Tech 360) (“Manufacturer”) is the creator of the KVM® (also known as Kegerator Vending Machine™), which is defined as a self-service beverage tap vending machine that comprises Manufacturer’s custom tap tower assembly and proprietary beverage tap control system (known as the “KVM Topper”) that is affixed atop a “kegerator” refrigeration or non-refrigeration unit (not manufactured by Manufacturer), which dispenses various beverage liquids, such as cold brew coffee, kombucha and other craft beverages from beverage kegs and/or Bag-in-Box (BiB) containers through the tap faucets of the KVM Topper using pressurized gas and/or an electronic pump delivery system. Via the KVM Topper’s proprietary software and integrated Point-of-Sale (POS) payment system (related credit card equipment is processed separately by an independent credit card provider), the KVM can charge users for each ounce of beverage liquid poured or dispensed by way of the KVM, or it can be configured to dispense beverage liquids at no cost to its users. The KVM’s software also allows for the remote, online monitoring of sales and transaction data, inventory levels, temperature data, gas pressure levels, and other functionality (the “Licensed Technology”). The customer (“Customer”) related to this KVM Conditions of Purchase and Use (“Document”) agrees to purchase or has purchased from Manufacturer or its affiliates, or has purchased or received from a third-party the KVM(s) (the “Equipment”) subject to this Document or as set forth in any invoice related to this Document, and Customer further agrees to license the Licensed Technology from Manufacturer according to the provisions of this Document. Customer and Manufacturer are also referred to as “Party,” individually, and “Parties,” collectively, sometimes herein. If Customer has purchased the Equipment from Manufacturer, each KVM Topper includes Manufacturer’s proprietary beverage tap control system and the parts or components set forth on Manufacturer’s KVM Price Sheet provided to Customer prior the review of this Document or available to Customer upon request. Customer understands and acknowledges that the price presented or quoted for the Equipment does not include any applicable taxes, if any, and any applicable shipping/delivery fees. Customer shall furnish to Manufacturer a seller’s permit certificate prior to or at the time of purchase if the Equipment being purchased is intended for resell and is not subject to sales tax. Customer agrees to pay for the Equipment (together with any applicable taxes, if any, and any applicable shipping/delivery fees) upon receipt of the invoices (if applicable), or as soon thereafter as reasonably possible. All payments or amounts paid in connection with this Document shall be paid in United States currency, and Customer agrees that once payment, in whole or part, of such invoices are made, whether by Customer, Customer’s designated finance company or another party, the purchase of the Equipment and the payment of any Location Finder’s Fee (defined below) is NON-REFUNDABLE. Customer acknowledges that the Equipment may not be immediately available for pick-up, shipment or delivery, and that the Equipment may take several weeks to be build or assemble in anticipation of pick-up, shipment or delivery. Customer further acknowledges that this Document shall apply to all purchases related to the same or similar subject matter of this Document, whether made now or in the future.

2. Location Finder Service. If Customer desires for Manufacturer or its affiliates to find, locate or acquire a location, building or facility (“Location”) in which Customer can install or place and operate Customer’s Equipment (and possibly other vending equipment), Customer agrees to pay Manufacturer a fee (in an amount as set forth in such invoices related to this Document) for finding, locating or acquiring each such Location (“Location Finder’s Fee”); and Customer understands that each such Location is acquired (in most cases) by Manufacturer entering into a written agreement with such Locations (“Location Agreement”), whereby Customer understands and acknowledges that while the Location Finder’s Fee entitles Customer to receive the revenue generated by Customer’s Equipment at each such Location (so long as Customer fulfills the Service Requirements (defined below) in connection with the Equipment), Customer expressly acknowledges and agrees that Customer does not own the Location Agreements or the contractual rights related thereto (Manufacturer does), unless Manufacturer enters into a separate written agreement with Customer (for a separate price or fee) for the assignment of such Location Agreements to Customer. Customer further acknowledges and agrees that Customer shall maintain the exclusive right to generate revenue at the Locations by way of the Equipment, so long as Customer (1) maintains the Equipment in normal operating condition, which includes, but is not limited to the proper, timely (usually within 24 hours), and regular service, maintenance, and replenishment of beverage liquids in connection with the Equipment, and (2) promptly complies with any Location obligation or request (as required by any Location Agreement or otherwise) as administered or mandated by Manufacturer or the Location (“Service Requirements”). Notwithstanding the foregoing, Customer understands and acknowledges that Manufacturer makes no guarantees with respect to the longevity of the Locations or the term of any Location Agreement, or Customer’s ability to generate revenue at such Locations for any determined period of time.

3. Proprietary Rights & Confidentiality. The Parties acknowledge that each Party maintains its own unique proprietary and intellectual property rights (collectively, “IP”) with respect to the subject matter of this Document, which may include, but is not limited to certain business practices or methods, know-how, technics, trade secrets, concepts, designs, copyrights, trademarks, products, equipment, inventions (patented or unpatented), hardware, software (including source and object codes), and/or proprietary files or data, including client agreements, contacts and information, which may also be deemed confidential information (“Confidential Information”) and that may be disclosed or revealed to one Party by the other Party during the course of their business relationship together. The Parties agree that each Party shall not interfere with or infringe upon the IP of the other Party, including, but not limited to any attempt, in any manner (or make available to any third party), (1) to copy, hack, “jailbreak,” hijack, reverse engineer or otherwise replicate the designs, hardware, software and/or inventions of the other Party; (2) to solicit or attempt to solicit, directly or indirectly, any customer or client of one Party to diminish or materially alter that customer’s or client’s relationship with the other Party; and/or (3) to solicit or attempt to solicit, directly or indirectly, any “potential” customer or client of one Party for the purpose of circumventing or bypassing the other Party (a “potential” customer or client is any person or entity that was discovered, identified or referred as a result of the Parties’ business relationship together), or else the infringing Party shall be liable to the non-infringing Party for damages that may result from such conduct, including actual, incidental or consequential damages. Additionally, if either Party should disclose certain Confidential Information to the other Party, the receiving Party agrees not to disclose such Confidential Information to any third party or use such Confidential Information without the expressed written consent of the disclosing Party or as required by law. Confidential Information shall exclude any information that receiving Party can establish (i) was publicly known and made generally available in the public domain prior to the time of disclosure by the disclosing Party; (ii) becomes publicly known and made generally available after disclosure to the receiving Party through no action or inaction of the receiving Party; or (iii) is in the possession of the receiving Party, without confidentiality restrictions, at the time of disclosure by the disclosing party as shown by the receiving Party’s files and records immediately prior to the time of disclosure.

4. Licensing & Transfer Fees. Customer agrees that in exchange for the use of and access to the Licensed Technology, Customer shall pay to Manufacturer an ongoing licensing and use fee of $35.00 USD for each unit of Equipment, whether purchased now or at a later date, which is subject to change or increase in the future without notice and shall be payable to Manufacturer on a monthly or annual basis at a place and on a date designated by Manufacturer via any means desirable to Manufacturer once receipt of the Equipment has occurred. So long as the foregoing fee(s) are timely paid, Manufacturer shall grant Customer a non-exclusive, non-transferable, revocable license to use and access the Licensed Technology and Manufacturer’s related trademarks. Customer shall be entitled to all other fees or revenue generated by way of the Equipment. Manufacturer and Manufacturer’s authorized distributor that sold the Equipment is granted regular access to the Licensed Technology via a reliable internet connection, as maintained by Customer, which shall include, but shall not be limited to all of Customer’s sales and transaction data in compliance with applicable privacy laws. Further, if Customer sells or desires to sell or transfer the Equipment to any third party after Customer’s initial purchase of the Equipment, a fee of $200.00 USD (which is subject to change or increase in the future without notice) shall apply and be paid by Customer or such third party before the Equipment can be transferred to such third party by Manufacturer.

5. Equipment Maintenance & Specifications. Notwithstanding the Limited Warranty for each unit of Equipment, Customer shall be responsible for all other costs associated with the regular care, service and maintenance of the Equipment.

6. Limited Warranty. Subject to the licensing fee provisions set forth herein, and after diagnostic review and verification of such warranty claims by Manufacturer or its representatives, the “Limited Warranty” for each unit of Equipment sold shall cover any internal part or component that fails due to a defect in materials or workmanship for a period of twelve (12) months from the date of delivery to the original purchaser, which can be satisfied using new or refurbished parts or components. Use of any part or component not furnished, approved or tested by Manufacturer shall serve to void the Limited Warranty. The Limited Warranty shall NOT cover (1) Labor, service or expedited shipping costs of any kind; (2) Improper installation (if not performed by Manufacturer) or maintenance, including the failure to regularly clean the Equipment or its related components (for example, regular cleaning of solenoid parts should occur on a weekly basis as documented by the Equipment or Customer); (3) Failure of the Equipment or any of its parts or components due to abuse, misuse or use for a purpose other than its/their intended purpose; (4) Damage to the Equipment caused by accident, fire, floods, acts of God; or damage caused after delivery (5) Loss of liquid due to spoilage; (6) Replacement or repair of fuses, or resetting of circuit breakers; (7) Incidental or consequential damages caused by possible defects with the Equipment (not applicable in all States); and (8) Lost profits. The Limited Warranty is exclusive to Equipment manufactured directly by Manufacturer, but may run concurrent with other warranties provided by or through other equipment manufacturers, such as a kegerator refrigeration unit warranty provided through the manufacturer (or its distributors) of such kegerator refrigeration unit, and any such warranty claims applicable thereto shall be administered through such other equipment manufacturers according to the warranty policies and procedures of such other equipment manufacturers. The Limited Warranty is only transferrable in the United States of America and in no other country or territory. Upon approval of any warranty request by Manufacturer, all such defective parts or components furnished in connection with the Limited Warranty must be returned to Manufacturer or its related manufacturer affiliates within thirty (30) days of receipt of the replacement part or component or else Customer shall be responsible for the cost of such replacement part or component. Manufacturer shall have the right to limit or suspend Customer’s use of or access to the Equipment if Customer fails to return or reimburse Manufacturer for such replacement part or component within the time prescribed above.

7. Indemnification. Customer agrees to indemnify, defend, save and hold harmless Manufacturer, its owners/members, officers, directors, agents, employees, subsidiaries, assignees, affiliates and successors from and against each and every claim, demand, cause of action, loss, damage, injury or lawsuit (including all associated attorneys’ fees) arising from or alleged to have arisen from or related in any way to the operation of the Equipment at the Locations; any violations or alleged violations of the Americans with Disabilities Act (“ADA”) [42 U.S.C. § 12101] or the protocols established by the National Sanitation Foundation (“NSF”) in relation to the Equipment; any misuse of the Equipment, including, but not limited to any failure to properly calibrate the Equipment, which results in injury (including death) or damage to any person or property; any liquid that causes illness or injury (including death) to any person not caused by a failure of the Equipment; any third-party transaction related to the Equipment; and/or the form or content of any written agreement used by Manufacturer in finding, location or acquiring the Locations.

8. No Warranties or Damages. OTHER THAN THOSE SPECIFICALLY EXPRESSED IN THIS DOCUMENT, NO PARTY MAKES ANY WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF FITNESS OR MERCHANTABILITY FOR A PARTICULAR PURPOSE, INCLUDING ANY WARRANTY RELATED TO THE GENERAL SUCCESS OR PROFITABILITY OF THE EQUIPMENT, THE PROFITABILITY OR LONGEVITY OF ANY LOCATION FOUND OR ACQUIRED FOR CUSTOMER, OR THE TEMPERATURE, QUALITY OR CONSISTENCY OF DELIVERY OF BEVERAGE LIQUIDS WITH DIFFERENT VISCOSITIES (such as the difference between coffee and beer); and Manufacturer shall not be liable or responsible to Customer or any third party for any incidental, indirect, exemplary, general, special or consequential damages, under any circumstances, including, but not limited to delays in shipment/delivery, expired or missing certifications, lost or reduced profits, revenue or savings, inaccuracy or loss of use of data, or loss of goodwill, even if Manufacturer had been advised of, knew, or should have known of the possibility thereof.

9. Attorneys’ Fees. In the event it becomes necessary for either Party to enforce any term or condition of this Document, the prevailing Party shall be entitled to recover all reasonable attorneys’ fees and costs incurred in connection with such enforcement.

10. Notices. Any notice related to this Document may be given by any of the following methods to the address(es) listed on the KVM Order Form related to this Document: By hand delivery, at which time notice shall be deemed given on the date such notice was actually hand delivered; by overnight delivery, at which time notice shall be deemed given at the end of the second day following the date such notice was sent by overnight delivery; by United States mail with return-receipt requested, at which time notice shall be deemed given at the end of the third day following the date such return-receipt was signed; or by electronic mail (“Email”) delivery, at which time notice shall be deemed given on the date either a “read-receipt” was received by the sender (if available), or if no read-receipt is available, on the date the intended recipient of the Email notice acknowledges receipt of such notice. If recipient fails or refuses to acknowledge receipt of such notice, notice shall be deemed given on the fifth (5^th) day after the date a follow-up or subsequent email notice is transmitted to recipient. Any change of address (email or otherwise) by either party shall be promptly reported to the other party in writing.

11. General Provisions. This Document shall be binding upon the Parties’ owners, officers and directors in the same manner the Parties are bound by this Document; and no waiver by the Parties of any provision of this Document, the breach or default thereof, by conduct or otherwise, in one or more instances, shall be deemed to be either a continuing waiver or a waiver of a subsequent breach or default of any such provision of this Document. The headings contained in this Document are for convenience purposes only and are not determinative nor are they to be considered in construction of the terms and conditions herein; and any term or condition contained in this Document that may be found by a court of proper jurisdiction to be void or unenforceable shall not affect the validity or enforceability of any other term or condition of this Document. This Document may be executed in counterparts, by way of fax, e-signature or otherwise, with the same effect as if all original signatures were placed on one document and all of which together shall be one and the same Document, or this Document may be acknowledged by Customer, electronically, via Manufacturer’s website; and Customer acknowledges that Manufacturer may update or make changes to this Document from time to time upon notice to Customer. The Parties agree that there are no other agreements or understandings between them with respect to the subject matter of this Document; and this Document shall supersede all prior documents or agreements, oral or written (if any), between the Parties and is intended to serve as a complete and exclusive statement of the business relationship between them. This Document shall be governed by and construed in accordance with the laws of the State of California with the County of Manufacturer’s principal place of business having complete jurisdiction over any claim, controversy or dispute related to this Document.