Terms Of Service

These General Terms and Conditions for all Plated Foodservice Orders, (this “Agreement”), constitutes an

agreement by and between Culinex, Inc., a Delaware corporation, d/b/a Plated Foodservice, with offices located at

502 McCormick Drive, Suite B, Glen Burnie MD 21061 (“Plated Foodservice”) and the party placing an Order

with Plated Foodservice (“Customer” and together with Plated Foodservice, the “Parties”, and each a “Party”).

This Agreement includes additional terms for Equipment Orders and Food Product Orders as indicated below and is

effective on the date that an Order is accepted by Plated Foodservice (the “Effective Date”). This Agreement may

be updated by Plated Foodservice from time to time, at its sole discretion. Any references below to “Agreement”

also include the applicable Order(s) (as defined below).

1. Provision of Services and Deliverables.

1.1 Plated Foodservice shall provide to Customer the food warming appliance(s) (the

“Appliance(s)”) and related equipment and accessories (collectively, the Appliance and related items constitute ,

“Equipment”), food products designed for the Appliance (“Food Products”), (the Equipment and Food Products

constitute “Deliverables”) along with access to its software as a service platform (the “Platform Services”) and

related support or other services (the Platform Services and related services described herein are each and

collectively referred to as the “Services”), as set out in one or more Orders.

“Order” means: (a) orders placed by

Customer on Plated Foodservice’s online ordering platform and accepted by Plated Foodservice, (b) quotes

provided by Plated Foodservice and accepted by Customer, or (c) other ordering documents for Food Products

and/or Equipment that may be agreed upon by both parties from time to time. All Orders are subject to the terms

and conditions of this Agreement. The term of the Order will be stated in the Order. Unless otherwise stated in an

Equipment or Services Order, each Order will automatically renew for additional subsequent terms each equal to

the original term.

1.2 As a part of the provision of the Platform Services, Plated Foodservice will, at no

additional charge to Customer, provide reasonable support services to designated Customer personnel (“Standard

Support Services”), as well as error corrections, bug fixes, patches or updates to the Platform Services, including

all commercially available releases of the Service that add or enhance functionality, or otherwise modify or upgrade

the specific Platform Services licensed by Customer (“Maintenance Services”). Plated Foodservice may revise or

remove Platform Services features and functions at any time so long as such revisions do not materially degrade the

features, functionality, or performance level of the Platform Services.

2. Customer Obligations.

2.1 Platform Services Obligations. Customer will only permit its employees and contractors

providing services to Customer to access the Platform Services (“Users”) and solely for its own internal business

operations. Customer will not, and will ensure that Users do not: (a) make the Platform Services available to, or use

the Platform Services for the benefit of, anyone other than Users; (b) upload, post, transmit, or otherwise make

available to the Platform Services any content or material that Customer does not have a right to make available

under any applicable law or contractual relationship, that infringes, misappropriates, or otherwise violates any

intellectual property, privacy, publicity, or other proprietary rights of any person, or that is designed to interrupt,

interfere with, destroy, or limit the functionality or use of the Service or any technology or data connected therewith

(including any virus, worm, malware, bots, Trojan horses, scraping mechanism, etc.); (c) sublicense, resell, time

share, or similarly exploit the Platform Services; (d) modify, adapt, alter, translate, or create derivative works of the

Platform Services; (e) reverse engineer, decompile, disassemble, or otherwise derive or determine or attempt to

derive or determine the source code (or the underlying ideas, algorithms, structure or organization) of the Platform

Services or otherwise attempt to gain unauthorized access to the Platform Services; (f) access or use the Platform

Services to build a competitive product or service; or (g) otherwise access or use the Platform Services other than as

expressly permitted by this Agreement.

2.2 Administrative Obligations. Customer will designate one of its employees or agents to

serve as its primary contact with respect to this Agreement and to act as its authorized representative with respect to

matters pertaining to this Agreement (the “Customer Contract Manager”). The Customer Contract Manager will(i)

respond promptly to any reasonable requests from Plated Foodservice for instructions, information, or approvals;

and (ii) cooperate with Plated Foodservice in its performance of the Services and provide access to Customer's

premises, employees, contractors, and equipment as required to enable Plated Foodservice to provide the Services

and Deliverables.

2.3 Receipt of the Services. Customer shall take all steps necessary, including obtaining any

required licenses or consents to existing software licensed and operated by Customer, or preparing Customer-owned

equipment and facilities, so as to minimize delays or obstacles to Plated Foodservice's provision of the Services and

Deliverables.

3. Plated Foodservice Fees and Expenses.

3.1 Customer shall pay the fees set out in the applicable Order (the “Fees”). For Equipment

and Platform Services Orders, Fees for the first month are due upon placing the Order; recurring Fees are due the

first of each month unless otherwise stated in the Order. Fees for Food Product Orders are due at time the Order is

placed unless Customer is approved for invoicing privileges. If an invoice is issued by Plated Foodservice,

Customer will pay Fees within 14 days of the date of invoice. Customer is not permitted to withhold payment for

any Services or Deliverables properly provided by Plated Foodservice, and will notify Plated Foodservice promptly

of its intent to dispute any invoiced amount.

3.2 Customer shall be responsible for all sales, use and excise taxes, and any other similar

taxes, duties and charges of any kind imposed by any federal, state or local governmental entity on any amounts

payable by Customer hereunder; and to the extent Plated Foodservice is required to pay any such sales, use, excise,

or other taxes or other duties or charges, Customer shall reimburse Plated Foodservice in connection with its

payment of fees and expenses as set forth in this Section 3. In no event shall Customer pay or be responsible for any

taxes imposed on, or regarding, Plated Foodservice's income or property.

3.3 All late payments shall bear interest at the lesser of (a) the rate of 1.5% per month and (b)

the highest rate permissible under applicable law, calculated daily and compounded monthly. Customer shall also

reimburse Plated Foodservice for all reasonable costs incurred in collecting any late payments, including, without

limitation, attorneys' fees. In addition to all other remedies available under this Agreement or at law, Plated

Foodservice shall be entitled to suspend the provision of any Services and Deliverables or reject any Order if the

Customer fails to pay any amounts or fees when due and such failure continues for seven (7) days following written

notice thereof.

3.4 Unless otherwise stated in an Order, all payments made by Customer hereunder shall be

made only by ACH, Wire, Credit/Debit Card (subject to applicable processing surcharge) or upon prior approval by

Plated Foodservice, check payable to Plated Foodservice via instructions provided by Plated Foodservice. Customer

shall also pay $35.00 for each check returned for insufficient funds or for any other reason.

4. Limited Warranty and Limitation of Liability. Plated Foodservice warrants that it shall perform the

Services and provide all Deliverables: (a) using personnel of required skill, experience, and qualifications; and (b)

in a timely, workmanlike, and professional manner in accordance with generally recognized industry standards for

similar services. Plated Foodservice's sole liability and Customer's sole and exclusive remedy for breach of this

warranty shall be as follows: Plated Foodservice shall use reasonable efforts to promptly cure any such breach;

provided, that if Plated Foodservice cannot cure such breach within a reasonable time (but no more than thirty (30)

days) after Customer's written notice of such breach, Customer may, at its option, terminate this Agreement by

serving written notice of termination in accordance with 7.2. The foregoing remedy shall not be available unless

Customer provides written notice of such breach within thirty (30) days after delivery of such Service or

Deliverable to Customer. Without limiting the foregoing, Plated Foodservice makes no warranty of any kind that

the Services or Deliverables, or any products or results of the use thereof, will meet customer's or any other person's

requirements, operate without interruption, achieve any intended result, be compatible or work with any software,

system, or other services, or be secure, accurate, complete, free of harmful code, or error-free. OTHER THAN THE

WARRANTIES PROVIDED IN THIS PARAGRAPH, PLATED MAKES NO WARRANTIES. ALL SERVICES

AND DELIVERABLES ARE PROVIDED "AS IS." PLATED SPECIFICALLY DISCLAIMS ALL IMPLIED

WARRANTIES OF MERCHANTABILITY , FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND

NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR

TRADE PRACTICE.

5. Intellectual Property; Platform License.

5.1 As between Plated Foodservice and Customer, all right, title, and interest in and to the

Services and Deliverables, including all intellectual property rights, such as copyrights, patents, patent disclosures

and inventions (whether patentable or not), trademarks, service marks, trade secrets, trade dress, trade names, logos,

corporate names and domain names, and all other related rights (collectively, “Intellectual Property Rights”). Plated

Foodservice hereby grants Customer a limited license to access and use the Platform on a non-exclusive,

non-transferable, non-sublicensable, revocable basis for the duration of the Term, subject to Customer’s compliance

with this Agreement.

5.2 As between Plated Foodservice and Customer, Customer owns all Intellectual Property

Rights in Customer Data. Customer hereby grants all such rights and permissions relating to Customer Data to

Plated Foodservice as reasonably necessary for Plated Foodservice to exercise its rights under this Agreement.

“Customer Data” means information, data, and other content, in any form or medium, that is provided by

Customer or an authorized User in connection with Customer’s use of the Services or Deliverables.

5.3 Plated Foodservice receives certain technical and analytics data and information regarding

Customer’s use of the Service (“Usage Data”). Usage Data includes inputs to and outputs of the Services and

Deliverables, analytics and quantitative metrics, feedback, and other statistical information about Customer’s use of

the Services and Deliverables. Customer’s grant of license to Customer Data includes the rights for Plated

Foodservice to use Usage Data to (i) enhance service delivery under this Agreement, (ii) analyze feature adoption,

usage patterns, and feedback, (iii) improve the Services and Deliverables, (iv) diagnose, troubleshoot, and resolve

technical issues affecting the Services and Deliverables; and (v) anonymize and aggregate Usage Data for other

legitimate business purposes.

6. Confidentiality; Publicity. From time to time during the Term, either Party (as the “Disclosing

Party”) may disclose or make available to the other Party (as the “Receiving Party”), non-public, proprietary, and

confidential information of Disclosing Party that is labeled as “confidential,” or is identified as confidential when disclosed

or should be understood to be and considered confidential under the circumstances (“Confidential Information”),

including but not limited to information consisting of or relating to the Disclosing Party's technology trade secrets,

know-how, business operations, plans, strategies, customers, pricing, and information with respect to which the

Disclosing Party has contractual or other confidentiality obligations. Confidential Information does not include any

information that: (a) is or becomes generally available to the public other than as a result of Receiving Party's

breach of this Section 6; (b) is or becomes available to the Receiving Party on a non-confidential basis from a

third-party source that was not legally or contractually restricted from disclosing such information; (c) the

Receiving Party establishes by documentary evidence, was in Receiving Party's possession prior to Disclosing

Party's disclosure hereunder; or (d) the Receiving Party establishes by documentary evidence, was or is independently

developed by Receiving Party without using any of the Disclosing Party's Confidential Information. The Receiving Party

shall: (x) protect and safeguard the confidentiality of the Disclosing Party's Confidential Information with at least the

same degree of care as the Receiving Party would protect its own Confidential Information, but in no event with less

than a commercially reasonable degree of care; (y) not use the Disclosing Party's Confidential Information, or permit

it to be accessed or used, for any purpose other than to exercise its rights or perform its obligations under this Agreement;

and (z) not disclose any such Confidential Information to any person or entity, except to the Receiving Party's Group who

need to know and have an obligation to protect the Confidential Information. If the Receiving Party is required by

applicable law or legal process to disclose any Confidential Information, it shall, prior to making such disclosure, use

commercially reasonable efforts to notify Disclosing Party of such requirements to afford Disclosing Party the opportunity

to seek, at Disclosing Party's sole cost and expense, a protective order or other remedy. For purposes of this Section 6 only,

“Receiving Party's Group” shall mean the Receiving Party's employees, contractors, officers, directors, attorneys,

accountants, and financial advisors. Subject to its compliance with privacy and other applicable laws, Plated Foodservice

may use, for training, marketing, and promotional purposes (e.g. on its website, social media posts, promotional and

marketing materials): (i) photographs and videos of Customer’s use of the Food Products, Equipment, and Services (if

applicable), and (ii) Customer’s trademarks, service marks, trade names, logos, domain names, and social media

account names. Any use for marketing, promotional, or other external purposes will be subject to Customer’s prior

approval.

7. Term, Termination, and Survival.

7.1 This Agreement shall commence as of the Effective Date and shall continue thereafter until

any and all Orders have been fulfilled, completed, terminated, or expired.

7.2 Plated Foodservice may terminate an affected Order, effective upon written notice to

Customer if Customer: (a) materially breaches this Agreement or the Acceptable Use Policy, and Customer does not

cure such breach within thirty (30) days after receipt of written notice of such breach, or such material breach is

incapable of cure; (b) fails to pay any amount when due, and (i) such failure continues for fourteen (14) days after

Customer's receipt of written notice of nonpayment, or (ii) three (3) or more times in any trailing six (6) month

period; (iii) becomes insolvent or is unable to pay its debts generally as they become due; (c) becomes subject,

voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law; (d) is

dissolved or liquidated or takes any corporate action for such purpose; (e) makes a general assignment for the

benefit of creditors; or (f) has a receiver, trustee, custodian, or similar agent appointed by order of any court of

competent jurisdiction to take charge of or sell any material portion of its property or business.

7.3 Customer may terminate an affected Equipment or Services Order, effective upon written

notice to Plated Foodservice if Plated Foodservice: (a) materially breaches this Agreement, and Plated Foodservice

does not cure such breach within thirty (30) days after receipt of written notice of such breach, or such material

breach is incapable of cure; (b) becomes subject, voluntarily or involuntarily, to any proceeding under any domestic

or foreign bankruptcy or insolvency law; (c) is dissolved or liquidated or takes any corporate action for such

purpose; (d) makes a general assignment for the benefit of creditors; (e) has a receiver, trustee, custodian, or similar

agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its

property or business. Food Product Orders for are non-cancellable.

7.4 The rights and obligations of the Parties set forth in Sections 4, 5, 6, 7, 8, 9, and 10, 11, 12,

14, 15, 16, 18 through 25, and any right or obligation of the Parties in this Agreement which, by its nature, should

survive termination or expiration of any and all Orders.

8. Indemnification.

Customer agrees to defend, indemnify, and hold harmless Plated Foodservice and its officers, directors,

employees, agents, successors and assigns (each, a “Plated Foodservice Indemnitee”), from and against any and

all claims, losses, expenses, costs, damages, liabilities and attorneys’ fees due to any third party claim, demand, or

action arising out of or resulting from (a) Customer’s act or omission in connection with this Agreement; (b) the

death or bodily injury of any person that occurs in connection with Customer’s receipt or use of the Services or

Deliverables that was not due to the gross negligence or willful misconduct of Plated Foodservice, (c) property

damage, loss or destruction; or (d) Customer’s gross negligence or intentional misconduct.

9. Limitation of Liability.

9.1 IN NO EVENT SHALL PLATED BE LIABLE TO CUSTOMER OR TO ANY THIRD

PARTY FOR ANY LOSS OF USE, REVENUE, OR PROFIT, OR LOSS OF DATA OR DIMINUTION IN

VALUE, OR FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY , SPECIAL, OR

PUNITIVE DAMAGES, WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING

NEGLIGENCE), OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGE WAS FORESEEABLE

AND WHETHER OR NOT SERVICE PROVIDER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH

DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ANY AGREEMENT OR OTHER REMEDY OF

ITS ESSENTIAL PURPOSE.

9.2 IN NO EVENT SHALL PLATED’S AGGREGATE LIABILITY ARISING OUT OF OR

RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF

CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EXCEED THE AGGREGATE

AMOUNTS PAID TO PLATED PURSUANT TO THE APPLICABLE ORDER IN THE TWELVE (12) MONTH

PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

10. Insurance. During the Term, Plated Foodservice shall keep insurance in full force and effect with

financially sound and reputable insurers, that includes, but is not limited to, Comprehensive General Bodily Injury

& Property Damage Liability Insurance in combined single limit of One Million Dollars ($1,000,000.00) per

occurrence and aggregate coverage of Two Million Dollars ($2,000,000.00).

11. Customer Data Retention. . If Customer wishes to continue to have access to certain Customer Data

after termination of a Platform Services Order, then Customer is responsible for exporting (or saving to PDF,

depending on the data and what is available for export) such Customer Data prior to termination of a Platform

Services Order. If Customer does not export or save such Customer Data prior to termination, then Plated

Foodservice will provide Customer with such Customer Data stored by the Platform so long as (a) Customer

requests the Customer Data within 90 days after termination of the Platform Services Order, and (b) Customer

makes a payment of the then-current service fees to Plated Foodservice for such extraction of extract data. For

clarification, Plated Foodservice has no responsibility to either (i) provide Customer Data that was not available to

Customer during the term of the Platform Services Order, or (ii) retain any Customer Data after the 90 period

described herein.

12. Data Security and Privacy.

12.1 Due to the nature and purpose of the Services and Deliverables, Plated Foodservice may

receive information that relates to an identified or identifiable natural person (“Personal Data”) in connection

therewith. Personal Data received by Plated Foodservice may include information concerning health, racial or

ethnic origin, religious beliefs, or other data that may be considered to be “Sensitive Information” under CCPA or

under similar Law (“Sensitive Data”). Plated Foodservice will access, use and disclose Sensitive Data and other

Personal Data only as permitted by this Agreement in connection with the provision of the Services and

Deliverables.

12.2 Plated Foodservice will implement and maintain technical, physical, and organizational

measures designed to protect Customer Data, including Personal Data, in Plated Foodservice’s possession or

control. Furthermore, Plated Foodservice will comply with all laws, regulations, rules and governmental orders

(“Laws”) regarding Personal Data that are applicable to Plated Foodservices in its provision of Services and

Deliverables. Plated Foodservice does not “sell” or “share” Personal Data as defined by the California Consumer

Privacy Act (CCPA) ( Cal. Civ. Code § 1798.100 et seq.).

12.3 Customer will comply with all Laws regarding Personal Data that are applicable to

Customer in its receipt and use of the Services and Deliverables. Customer represents and warrants that it has

obtained and will maintain any consents necessary to allow Customer to engage in the activities described in this

Agreement, and to allow Plated Foodservice to receive Personal Data and otherwise deliver the Services and

Deliverables.

12.4 In the event that Plated Foodservice receives Personal Data that constitutes Protected

Health Information (“PHI”) and is acting as a “Business Associate”

, both as defined by the Health InsuranceAll questions and concerns regarding Personal Data should be directed in writing to

Portability and Accountability Act (45 C.F.R. Parts 160 and 164) (“HIPAA”), the Parties will execute a Business

Associate agreement (“BAA”) as required by HIPAA.

12.5 Plated Foodservice will reasonably cooperate with requests by Customer (or its Users) to

delete or correct Personal Data in Plated Foodservice’s possession or control, as required by applicable Law. Such

requests will be directed to support@platedfoodservice.com.

12.6 Plated Foodservice retains Personal Data only as long as it has a legitimate business purpose for

retention. Personal data is deleted and destroyed in accordance with industry standards and all applicable Laws.

12.7. All questions and concerns regarding Personal Data should be directed in writing to

support@platedfoodservice.com

13. Business Continuity and Disaster Recovery. In addition, Plated Foodservice will: (a) maintain a

plan for business continuity and disaster recovery (the “BC/DR Plan”) designed to provide continuity of the

Platform Services, (b) periodically test the BC/DR Plan, and (c) share the plan with Customer (redacted if

necessary) upon Customer’s request.

14. Entire Agreement. This Agreement, including and together with any related Orders, constitutes the

sole and entire agreement of the Parties with respect to the subject matter contained herein, and supersedes all prior

and contemporaneous understandings, agreements, representations, and warranties, both written and oral, regarding

such subject matter. The parties acknowledge and agree that if there is any conflict between the terms and

conditions of this Agreement and the terms and conditions of any Order, the terms and conditions of this Agreement

shall supersede and control.

15. Notices. All notices, requests, consents, claims, demands, waivers, and other communications

under this Agreement (each, a “Notice”) must be in writing and addressed to the other Party at its address set forth

below (or to such other address that the receiving Party may designate from time to time in accordance with this

Section). Notices must be delivered by personal delivery, nationally recognized overnight courier or certified or

registered mail (in each case, return receipt requested, postage prepaid), sent to (a) Customer, at the email or

address provided by Customer; and (b) Plated Foodservice, at both the email and physical address provided below.

The address and contact information for Plated Foodservice is as follows:

Culinex, Inc. (dba Plated Foodservice)

502 McCormick Dr., Suite B

Glen Burnie, MD 21061

Attn: Carolyn Wescott, CEO

Email: Carolyn.W@platedfoodservice..com

16. Severability. If any term or provision of this Agreement is found by a court of competent

jurisdiction to be invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability

shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or

provision in any other jurisdiction. Upon a determination that any term or provision is invalid, illegal, or

unenforceable, the Parties shall negotiate in good faith to modify this Agreement to give effect to the original intent

of the Parties as closely as possible in order that the transactions contemplated hereby be consummated as

originally contemplated to the greatest extent possible.

17. Amendments. No amendment to, modification of, or rescission, termination, or discharge of this

Agreement, is effective unless it is in writing, identified as an amendment to or rescission, termination, or discharge

of this Agreement and signed by an authorized representative of each Party.

18. Waiver. No waiver by any Party of any of the provisions of this Agreement shall be effective unless

explicitly set forth in writing and signed by the Party so waiving. No failure to exercise, or delay in exercising,

anyright, remedy, power, or privilege arising from this Agreement shall operate or be construed as a waiver thereof, nor

shall any single or partial exercise of any right, remedy, power, or privilege hereunder preclude any other or further

exercise thereof or the exercise of any other right, remedy, power, or privilege.

19. Subcontracting; Assignment. Plated Foodservice may utilize subcontractors in connection with the

provision of the Services and Deliverables, and will be responsible for their performance unless otherwise expressly

stated in this Agreement or an Order. Neither Party shall assign, transfer, delegate, or subcontract any of its rights or

delegate any of its obligations under this Agreement without the prior written consent of the other Party; provided,

however, Plated Foodservice may assign all of its rights and delegate all of its obligations in this Agreement in its

sole discretiont. Any purported assignment or delegation in violation of this Section 19 shall be null and void. No

assignment or delegation shall relieve the Customer of any of its obligations under this Agreement.

20. Successors and Assigns. This Agreement is binding on and inures to the benefit of the Parties to

this Agreement and their respective permitted successors and permitted assigns.

21. Relationship of the Parties. The relationship between the Parties is that of independent contractors,

not employers, employees, partners, or agents of one another.

22. No Third-Party Beneficiaries. This Agreement benefits solely the Parties to this Agreement and

their respective permitted successors and assigns and nothing in this Agreement, express or implied, confers on any

other Person any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of this

Agreement.

23. Choice of Law. This Agreement and all related documents, including all exhibits attached hereto,

and all matters arising out of or relating to this Agreement are governed by, and construed in accordance with, the

laws of the State of Delaware, without giving effect to the conflict of laws provisions thereof.

24. Arbitration; Waiver of Jury Trial. Any disputes arising out of or in any way relating to this

Agreement, including without limitation its existence, validity or termination, shall be resolved according to

Delaware law and exclusively by binding arbitration with the Judicial Arbitration and Mediation Service (“JAMS”)

and pursuant to the then-existing arbitration rules at JAMS. The place of the arbitration will be a mutually agreeable

location in Baltimore or Anne Arundel County, Maryland, unless otherwise agreed upon by the Parties. Judgment

upon any such award may be enforced in any court of competent jurisdiction, and each Party waives any right it

may have to a trial by jury in respect of any action arising out of or relating to this Agreement. The existence of a

dispute, submission to arbitration, and any arbitration award under to this Agreement is deemed the Confidential

Information of both Parties. Notwithstanding anything to the contrary in this Section 24, (a) either Party shall be

entitled to seek injunctive relief as set forth in Section 25 (Equitable Relief) in any court with competent

jurisdiction.

25. Equitable Relief. Each Party acknowledges and agrees that a breach or threatened breach by such

Party of any of its obligations may cause the other Party irreparable harm for which monetary damages would not

be an adequate remedy and agrees that, in the event of such breach or threatened breach, the other Party will be

entitled to equitable relief, including a restraining order, an injunction, specific performance, and any other relief

that may be available from any court, without any requirement to post a bond or other security, or to prove actual

damages or that monetary damages are not an adequate remedy. Such remedies are not exclusive and are in addition

to all other remedies that may be available at law, in equity, or otherwise.

26. Force Majeure. Plated Foodservice shall not be liable, or be deemed to have defaulted under or

breached this Agreement, for any failure or delay in fulfilling or performing under this Agreement to the extent

such failure or delay is caused by or results from acts beyond Plated Foodservice’s reasonable control, including,

without limitation, the following force majeure events (“Force Majeure Event(s)”): (a) acts of God; (b) flood, fire,

earthquake, epidemics, pandemics, explosion or other natural catastrophes; (c) war, invasion, hostilities (whether

war is declared or not), terrorist threats or acts, riot, or other civil unrest, or any worsening thereof; (d) government

order, law, or actions; (e) embargoes, tariffs, blockades, parts or materials shortages, or supply chain delays or

failures occurring on or after the date of this Agreement; (f) national or regional emergency; (g) strikes, labor stoppages,

or slowdowns, or other industrial disturbances; (h) telecommunication breakdowns, power outages or

shortages, lack of warehouse or storage space, inadequate transportation services, or inability or delay in obtaining

supplies of adequate or suitable materials; (i) other similar events beyond the reasonable control of Plated

Foodservice. Plated Foodservice shall resume the performance of its obligations as soon as reasonably practicable.

Additional Terms and Conditions for all Equipment Orders

1. Agreement. All terms and conditions of the Agreement are incorporated into each Equipment Order and

made a part hereof. Plated Foodservice agrees to lease to Customer, and Customer agrees to lease from Plated

Foodservice, subject to the terms of the Equipment Order, the property described in the Equipment Order. It is the

intent of the Parties that each Equipment Order shall be deemed a true lease under applicable law. Each Equipment

Order shall constitute a complete agreement separate and distinct from the Agreement and any other Equipment

Order.

2. Delivery and Acceptance. Plated Foodservice shall use reasonable efforts to meet the estimated delivery

date, but Plated Foodservice shall have no responsibility or liability for delays in delivery. When Customer receives

the Equipment, Customer agrees to inspect it to determine it is in good working order. Customer agrees to notify

Plated Foodservice by email within three (3) business days if the Equipment is not properly functioning. If Plated

Foodservice does not receive such notice, the Equipment will be deemed accepted.

3. Training; Platform. Plated Foodservice will provide Customer with access to the Platform in conjunction

with the initial delivery of Equipment, and access will continue for the term of the Equipment Order. Plated

Foodservice will provide Customer with its standard training on the Equipment and the Platform promptly after

delivery and installation. Plated Foodservice will also be available to provide additional training on an as-needed

basis at Plated Foodservice’s rates in effect at the time training is provided.

4. Equipment Location; Use and Repair. Customer will keep and use the Equipment only at the Equipment

location stated in the Equipment Order. Customer will not make any alterations, additions or replacements to the

Equipment. At Customer’s own cost and expense, Customer will keep the Equipment eligible for any

manufacturer’s certification as to maintenance and in compliance with applicable laws and in good condition,

except for ordinary wear and tear. All alterations, additions or replacements will become part of the Equipment and

property of Plated Foodservice at no cost or expense to Plated Foodservice. Plated Foodservice may inspect the

Equipment at any reasonable time during Customer’s normal business hours and upon no less than twenty-four (24)

hours prior written notice. If repairs to the device are needed through no fault of Customer, Customer may utilize

Plated Foodservice’s Return Management Authorization (RMA) program, which allows Customer to trade in the

Equipment in need of repair for like Equipment in good working order. WE MAKE NO OTHER WARRANTY ,

EXPRESS OR IMPLIED, AS TO ANY MATTER WHATSOEVER, INCLUDING, BUT NOT LIMITED TO, THE

IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. AS TO

US AND OUR SUCCESSORS AND ASSIGNEES, YOU LEASE THIS APPLIANCE “AS-IS.”

5. Loss or Damage. Customer is responsible for any theft of, destruction of, or damage to the Equipment

(collectively, “Loss”) from any cause at all, from the time of Equipment delivery to Customer until Plated

Foodservice receives the Equipment at the end of the Equipment Order term. Customer is required to make all

payments even if a Loss is incurred. Customer must notify Plated Foodservice in writing immediately of any Loss.

Then, at Plated Foodservice’s option, Customer will either (a) pay Plated Foodservice to repair the Equipment so

that it is in good condition and working order, eligible for any applicable manufacturer’s certification, or (b) pay

Plated Foodservice the amounts specified in Section 7 below.

6. Title; Recording; Assignment. Plated Foodservice is the owner of and will hold title to the Equipment.

Customer has no right to sell, transfer, encumber, sublet or assign the Equipment. The Parties intend and agree that,

if a court or other governing authority rules that the Equipment Order is not a true lease under applicable law, but is

instead a secured financing lease, then (a) the Equipment Order shall be deemed a security agreement and shall be

deemed to grant Plated Foodservice by Customer a lien on and first priority security interest in the Equipment and

all proceeds thereof, to secure the payment of Customer's obligations under the Equipment Order; and (b) Plated

Foodservice and Customer each agree to execute, acknowledge, deliver, file, cooperate with, and record, or cause to

be executed, acknowledged, delivered, filed, and recorded such further documents (including without limitation

UCC financing statements), and to do all such things and acts, necessary to ensure that such security interest would

be a perfected first priority security interest under applicable law.

7. Remedies. If a Loss or breach of the Equipment Order occurs, Plated Foodservice may do one or more of

the following; (a) Plated Foodservice may cancel or terminate the Equipment Order, and Plated Foodservice may

take possession of, or require Customer to deliver the Equipment to Plated Foodservice, at Customer’s sole cost and

expense, without any liability to Customer for any damages related to such action; or (b) Plated Foodservice may

require Customer to immediately pay Plated Foodservice, as compensation for loss of its bargain and not as penalty,

a sum equal to: (i) all past due Payments and all other amounts then due and payable under the Equipment Order;

and (ii) the present value of all unpaid Payments for the remainder of the term of the Equipment Order plus the

present volume of our anticipated value of the Equipment at the end of the applicable term of the Equipment Order

and Plated Foodservice agrees to apply the net proceeds (as specified below in this Section) of any disposition of

the Equipment to the amounts that Customer owes. If Plated Foodservice takes possession of the Equipment,

Plated Foodservice may sell or otherwise dispose of it with or without notice and apply the net proceeds (after

Plated Foodservice has deducted all costs, including reasonable attorneys’ fees) to the amounts that Customer owes

Plated Foodservice. In the event Plated Foodservice brings an action to enforce or interpret Equipment Order,

Plated Foodservice shall be entitled to reimbursement of all costs, including, but not limited to reasonable

attorneys’ fees.

8. Renewal; Termination; Return of Equipment.

(a) Unless otherwise stated on an Order, each Equipment Order will automatically renew for additional

subsequent terms each equal to the original term. unless either party notifies the other in writing of

non-renewal at least ninety (90) days prior to the expiration of such Equipment Order. Upon expiration

or termination of each Equipment Order, Customer will promptly return the Equipment to Plated

Foodservice or its designee, at the location designated by Plated Foodservice, in as good condition as

when Customer received it, except for ordinary wear and tear. Plated Foodservice will bear all shipping,

de-installing and crating expenses of the Equipment and will insure the Equipment for its full

replacement value during shipping, provided Customer is not in breach of the Equipment Order.

Customer must pay additional monthly Payments at the same rate as then in effect under the Equipment

Order, until the Equipment is returned by Customer and is received in good condition and working order

by Plated Foodservice or its designees.

(b) Notwithstanding anything to the contrary set forth herein or in the Equipment Order, the parties

acknowledge and agree that Plated Foodservice shall have no obligation to remove, delete, preserve,

maintain or otherwise safeguard any information or content retained by or resident in any Equipment

leased by Customer hereunder, whether through a digital storage device, hard drive or other electronic

medium.

to Plated Foodservice in the condition required by and otherwise in accordance with the terms and

conditions of this Agreement, Customer shall continue to comply with all the terms and conditions of

this Agreement with respect to such Equipment, including without limitation the obligation to pay a fee

for Customer’s failure to return the Equipment (a “Failure to Return Fee”), as set by Plated Foodservice

from time to time.

Additional Terms and Conditions for All Food Product Orders

1. Sole Source. Plated Foodservice agrees to serve as the sole source and distributor for Plated Foodservice

Food Products and any related Plated Foodservice non-consumable items that may be offered for sale from

time to time. Plated Foodservice may, at its sole discretion, transfer or assign any or all aspects of its

responsibilities hereunder including, but not limited to, provision of an ordering portal or other process by

which Customer may create and place orders, invoicing and payment processing, and delivery services.

2. Food Orders; Delivery and Acceptance.

Each Food Product Order constitutes a complete agreement separate and distinct from any other Order. All terms

and conditions of the Agreement are incorporated into each Food Product Order and made a part hereof.

(a) Platform Ordering Process. Customer shall place orders via Plated Foodservice’s Ordering

Platform or another mutually agreed-upon method. Plated Foodservice will make current pricing

available to Customer via Plated Foodservice’s purchasing portal or other means as developed and

supported by Plated Foodservice.

(b) Minimum/Maximum Order Quantities. Plated Foodservice may establish minimum value and/or

volume requirements for Customer Orders which will be specified on Orders.. Plated Foodservice

reserves the right to impose additional service fees for orders below the minimum threshold(s). Plated

Foodservice may also set minimum or maximum Order quantities for specific items and/or a maximum

Order value due to product availability, market shortages, or other supply chain constraints, to ensure

equitable distribution among its customers, and/or to align Customer’s buying options with approved

credit lines.

if one occurs, it will make reasonable efforts to provide timely out-of-stock notifications in the online

Ordering Platform.

(d) Discontinuations. Plated Foodservice will take all reasonable measures to notify Customer at

least 7 days in advance of a discontinuation of a key Food Product that accounts for a substantial portion

of Customer's ordinary purchases. Plated Foodservice has no obligation to continue to manufacture or

sell any given Food Product.

(e) Product Substitutions. Plated Foodservice reserves the right to substitute a requested Food

Product with a similar or comparable product of equal or greater quality and value if the requested

Food Product is unavailable. Plated Foodservice will notify Customer of any such substitution prior to

or at the time of delivery.

3. Delivery; Acceptance. When Customer receives the Food Products, Customer agrees to inspect them to

determine it is as ordered.

(a) Delivery Schedule. Plated Foodservice uses reputable third-party carriers to make deliveries. All

delivery dates are good faith estimates. Plated Foodservice assumes no responsibility or liability for

delivery delays due to weather, driving conditions, third party shipping interruptions, labor disputes, and

other conditions as specified in the Agreement.

a. Inspection; Error Correction. It is the Customer’s responsibility to review and check all

deliveries to identify any damaged products or those unfit for consumption, such as product

delivered at a temperature out of acceptable range for that product type. Customer will

inspect every delivery on a timely basis and report delivery errors, if any, to Plated

Foodservice within two hours of delivery using Plated Foodservice’s then-current reporting

process or customer portal. This includes, but is not limited to: missing items, extra items,

incorrect items, damaged items, and items delivered outside of acceptable temperature

thresholds for that type of item. Plated Foodservice will review and respond to all error

reports. Customer shall provide all requested documentation and photographic evidence

necessary for Plated Foodservice to review, evaluate and resolve delivery errors.

4. General Responsibilities of Plated Foodservice. Plated Foodservice agrees, represents and warrants that

the Food Products will be packaged and labeled in accordance with all applicable laws, rules and regulations.

Plated Foodservice makes no warranties regarding, takes no responsibility for, and does not guarantee the

quality and safety of any Food Products that are not handled in accordance with Customer’s responsibilities. In

the event of a product recall, Plated Foodservice shall immediately notify Customer's designated contact person

via email and phone and provide all necessary information, including lot numbers and product codes, to

facilitate the timely removal of the product from Customer's inventory. Following such notification, it is

Customer’s responsibility to remove all impacted Food Product(s); Plated Foodservice accepts no responsibility

or liability for any type or amount of loss or damage after providing Customer with notification.

5. General Responsibilities of the Customer.

Customer represents and warrants with respect to each FoodOrder:

● Customer has appropriate facilities and is responsible for storage of the Food Products upon delivery and

until the Food Products are reheated and served. From the time that Plated Foodservice delivers Food

Products to Customer until the Food Products are consumed by Customer’s clients, Customer will (or will

cause its representatives to) store, manage, handle, treat, serve and otherwise be responsible for the Food

Products in a safe, sanitary, workmanlike and professional manner consistent with HACCP and local state

health department requirements.

● Customer has appropriate, qualified staffing and is responsible for placing the Food Products into the

Appliance and removing them from the Appliance in accordance with the directions provided by Plated

Foodservice for the Appliance via the Appliance’s user interface..

● Customer has appropriate, qualified staffing and is responsible for serving the Food Products in accordance

with the directions provided by Plated Foodservice.

● Customer and Customer staff and other representatives shall not use the Equipment for preparation of any

food other than the Food Products (“Non-Approved Food”) and shall not place any Non-Approved Food

into the Appliance. Plated Foodservice makes no warranties regarding, takes no responsibility for, and will

not guarantee the quality and safety of any Non-Approved Food.

● Customer has and is responsible for all heat retention domes, optional tableware, dishes, silverware, other

utensils, napkins and other food service supplies that are or may be needed and used in the process of

serving the Food Products, and Customer and Customer staff and other representatives are responsible for

the cleanliness of all of the foregoing, including cleanliness of the Equipment and the Food Products in

accordance with standard HACCP and local State health department requirements.

● Customer shall comply with all applicable food safety laws and regulations regarding Customer facilities,

food handling and preparation, staff training and licensing (where applicable) and services to all individuals

including but not limited to the people under their care, guests and staff.

GENERAL TERMS AND CONDITIONS FOR ALL PLATED FOODSERVICE ORDERS