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EXHIBIT B TO ORDER FORM AND AGREEMENT 

Dispensing Box Terms and Conditions

These Dispensing Station Terms and Conditions (the “Hardware Terms”) are made between Bizboxes LLC, a Delaware limited liability company (“Bizboxes”) and the Retailer set forth on the Order Form and Agreement to which these Terms are attached, on behalf of itself and its affiliates and subsidiaries (“Retailer”) effective as of the Effective Date set forth on the Order Form and Agreement (“the Agreement”). Bizboxes and Retailer shall herein be referred to each as a “Party” and collectively as the “Parties”. Subject to the terms and conditions of these Terms, the Parties agree as follows:

 

 

1. BACKGROUND

 

1.1. Capitalized terms used but not defined in this Exhibit have the meaning given to those terms in the Agreement. 

1.2. Bizboxes is in the business of facilitating convenience for Retailers and their customers (the “End Users”) for the sale and delivery of Controlled Items at Retailer Locations through the use of the ZIGIT Platform (as defined below) and associated dispensing technology (“Dispensing Stations”). 

 

1.3. Retailer desires to sell Products through Dispensing Stations at the Location(s) (as defined below and specified on the Order Form). 

 

1.4. Retailer desires to access the Services and acquire Dispensing Stations, and Bizboxes desires to provide Retailer access to the Services and provide Dispensing Stations, subject to the terms and conditions of this Agreement. 

 

1.5. The terms and conditions applicable to access the Services and Platform shall be set forth on Exhibit A to the Agreement, entitled “Zigit SaaS Platform Retailer Terms and Conditions” or “SaaS Terms”. 

 

2. USAGE AND SAFETY REQUIREMENTS. 

 

Retailer shall be responsible to comply with or incorporate the following safety notices, as follows: 

2.1. Positioning

a) Products must be removed prior to moving Dispensing Stations. 

b) Dispensing Stations are heavy and should be placed on a secure and level surface (one that can safely hold up to 900 lbs. in weight). 

c) Dispensing Stations must be level to ensure proper operation and to maintain stability characteristics. Do not add legs to a Dispensing Station. The leveling legs should not raise the Dispensing Station more than 1 1/8 inch above the ground. 

d) Dispensing Stations must be placed at least three to four inches (7.6cm to 10.2cm) away from any rear obstruction to ensure proper air flow. 

e) Dispensing Stations shall not be placed in an area that could have standing water of more than ¼’. Some form of basic cover from rain is ideal. 

f) Dispensing Stations are large, bulky machines of significant size and weight. Improper handling can result in injury. When moving a Dispensing Station, Retailer shall carefully plan the route to be taken and carefully oversee the people and equipment required to accomplish the task safely. 

g) There have been incidents, including fatalities, when similar hardware has been vandalized by being pulled over in an attempt to obtain free product. To warn of the danger involved in tipping, shaking, or rocking a Dispensing Station, a decal has been designed to be affixed to the Dispensing Stations. These decals are available upon Retailer’s request. 

 

2.2. Power Supply Connection

a) To ensure safe operation of any Dispensing Station, the power supply must be a properly grounded and polarized outlet to reduce risk of electrical shock or fire. 

b) Recommended voltage specs = 115V ± 10% 

c) Dedicated 15A service is required for each Dispensing Station. 

d) USE OF AN EXTENSION CORD IS PROHIBITED. 

e) Replace electrical cords if there is any evidence of fraying or other damage. 

f) Keep all protective covers and ground wires in place. 

g) Always turn power off or disconnect power cord from wall outlet before servicing or clearing product jams to minimize the potential for trapping or pinching hands. 

 

3. LIMITED WARRANTY

 

3.1. This warranty is applicable to the Retailer provided the Retailer complies with the Usage and Safety Requirements list in Section 2 above. 

3.2. Subject to the terms hereof, Bizboxes warrants Dispensing Station parts for a period of twelve (12) months from the date of placement at a Venue, to be free from defects in material and workmanship. This Warranty DOES NOT include fluorescent light bulbs, fuses, finish or operating supplies. 

 

3.3. The hermetically-sealed refrigeration system used in Dispensing Stations is designed to dispense bottles, cans, and aseptic cartons and is warranted to be free from defects in materials and workmanship for three (3) years, provided the hermetically-sealed portion of the system has not been opened or damaged. 

This three (3) year warranty DOES NOT include fan motors, temperature controls, capacitors, overload switches or starting relays. 3.4. Electronic control boards, LED lights, LED displays, and motors are warranted against defects in material and workmanship for three (3) years. 

3.5. This warranty is voided when the serial number of a machine is missing. If a Dispensing Station is found to be inoperative due to defects in material and/or workmanship as listed above, Bizboxes will, at its discretion, make necessary repairs or furnish a reconditioned or new replacement part or refrigeration system at no charge. 

 

3.6. Any parts and/or refrigeration systems replaced during the warranty period are warranted for the remaining time on the original warranty. 

 

3.7. Risk of loss pass to the Retailer upon placement and completion of the initial install by Bizboxes or Bizboxes designated 3rd party provider. 

 

3.8. This warranty DOES NOT include any service guarantee, either explicit or implied, nor will it extend to cover incidental or consequential damages resulting from Retailer negligence, accident, vandalism, or an act of God. 

 

3.9. Bizboxes reserves the right to make design changes, additions to, and improvements upon any of our leased Dispensing Stations without incurring any obligation to incorporate same on any Dispensing Stations previously sold or leased. 

 

3.10. This warranty is in lieu of all other express warranties or other obligations or liabilities on our part, and we neither assume nor authorize any person to assume for us, any other obligation for liability in connection with the sale of said Dispensing Stations or parts thereof. EXCEPT AS SPECIFICALLY PROVIDED HEREIN, THERE ARE NO WARRANTIES GIVEN, EITHER EXPRESS OR IMPLIED, AND ALL OTHER WARRANTIES, INCLUDING SPECIFICALLY BUT WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY AND FITNESS FOR PARTICULAR PURPOSE, ARE HEREBY EXPRESSLY DISCLAIMED. 

 

4. DISPENSING STATION LEASE AND PURCHASE TERMS

 

4.1. The Order Form shall specify the number of Dispensing Stations that are leased or purchased by Retailer. Specific serial numbers for Dispensing Stations will be confirmed in writing or via email after delivery and installation of Dispensing Stations at the Venue. 

4.2. Delivery and Installation of the Dispensing Stations

a) Bizboxes will deliver and install the Dispensing Stations at the Venue as detailed in the Order Form. The delivery date may be extended through written notification (including email) by Bizboxes when necessary. 

b) Bizboxes will be responsible for the initial delivery fees to the drop off area at the Venue. Costs to move the Dispensing Stations from the drop off area to final placement locations will be the responsibility of the Retailer. 

c) The Retailer agrees to have all placement locations prepared prior to delivery in accordance with requirements detailed in Section 2 above. 

d) Installation shall be performed by Bizboxes in a professional manner. 

e) Installation work shall be performed during the Retailer’s normal working hours unless the Retailer directs otherwise in writing prior to the commencement of installation. 

f) Retailer will be responsible for the loading Controlled Items and other product into, and ongoing management of, any Dispensing Stations in accordance with all state or local laws and regulations. 

 

4.3. Acceptance of the Dispensing Stations a) Following the delivery and installation of the Dispensing Stations, the Retailer shall promptly inspect the Dispensing Stations. If Retailer fails to issue a written rejection notice to Bizboxes within two (2) business days of delivery, Retailer will be deemed to have accepted the Dispensing Stations. 

b) If a Dispensing Station fails to conform to any specifications listed in this Agreement or the Order Form, the Dispensing Stations may be rejected. 

c) Bizboxes shall provide the Retailer with adequate instructional service in the operation of Dispensing Stations. 

 

4.4. Alterations and Modifications. Any alterations or modifications to the Dispensing Stations may be made only upon approval by Bizboxes. The Retailer agrees to remove any alteration or attachment and to restore the Dispensing Stations to its normal, unaltered condition, ordinary wear and tear excepted, prior to any return to Bizboxes, or upon notice from Bizboxes that the alteration or attachment creates a safety hazard, diminished its ability to function as expected or renders maintenance of the Dispensing Stations impractical. 

4.5. Insurance. Retailer shall maintain such insurance on the Dispensing Stations as it may be deem necessary to protect its interest therein. In addition, the Retailer will carry insurance related to liability resulting from any use or damage (bodily or property related) related to the Dispensing Stations. The details of Insurance are specified in Schedule B to the SaaS Terms. 

 

4.6. Purchased Dispensing Stations and Option To Purchase. The Order Form specifies whether Dispensing Stations are purchased or leased by Retailer. Title to the Dispensing Stations will pass to the Retailer upon installation for Dispensing Stations that have been purchased. For Dispensing Stations that are leased, an option to purchase the machines are subject to separate terms. 

 

5. MAINTENANCE OF DISPENSING STATIONS

 

5.1. Bizboxes shall have full and free access to the Dispensing Stations subject to the security policies and procedures of the Retailer. For Dispensing Stations not functioning properly, maintenance of the Dispensing Stations shall be provided on an “on call” basis. 

5.2. Retailer may submit requests for service and maintenance through e-mail (info@zigit.app ) or by phone (833) 699-4448. Bizboxes will use commercially reasonable efforts to respond to each service or maintenance request within one (1) business day and will use commercially reasonable efforts to promptly resolve such requests. Actual resolution time will depend on the nature of the maintenance or service issue. Bizboxes’ normal business hours (M-F 8am-8pm EST). For purposes of these Dispensing Stations Terms, “business day” means any day other than a Saturday, Sunday, or legal holiday.

a) For service and maintenance related to warranty items listed in Section 3 above, there will not be any charge to the Retailer. 

b) For service and maintenance related to non-warranty concerns, or items that have been modified by the Retailer, the Retailer will be invoiced after the completion of service at cost (i.e., the price that is paid by Bizboxes for the service from an applicable local provider). Retailer will be provided with a quote, and Bizboxes will confirm acceptance from Retailer, prior to doing any service or maintenance that would cost more than $500. 

 

 

6. FEES AND PAYMENT TERMS.

 

6.1. Fees. Fees due under these Dispensing Stations Terms are specified in the Order Form and will be paid via Automated Clearing House (ACH) payments, or as otherwise agreed by the Parties. In the event that the Retailer chooses to make payments using a credit card, Bizboxes reserves the right to impose a credit card processing fee. The credit card processing fee shall be a percentage of the total transaction amount, or a flat fee as determined by Bizboxes and communicated to the Retailer in advance (via invoice notes or other means). 

6.2. Payment Terms. Fees for Dispensing Stations are due as specified in the Order Form and will be invoiced monthly unless otherwise specified in an applicable Order Form. Fees shall be due and payable within thirty (30) days of receipt of invoice from Bizboxes. 

 

6.3. Good Faith Dispute; Late Payments. The charges in an invoice will be considered to be accepted by Retailer unless Bizboxes is notified of a dispute in writing within 10 days of the receipt date of the invoice. Any undisputed amount not paid when due will be subject to finance charges equal to 1.5% of the unpaid balance per month or the highest rate permitted by applicable usury law, whichever is less, determined and compounded daily from the date due until the date paid. Retailer will reimburse reasonable costs and expenses (including, but not limited to, reasonable attorneys’ fees) incurred by Bizboxes to collect undisputed amounts that are not paid when due. 

6.4. Taxes. The fees stated on the Order Form do not include local, state, federal or other taxes. Retailer will pay all applicable taxes. 

 

7. INDEMNIFICATIONS, LIMITATION ON LIABILITIES AND INSURANCE 

 

The indemnifications, limitation on liabilities and insurance obligations applicable to the Dispensing Stations are subject to Sections 7, 10, and 11 of the SaaS Terms. 

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