02/01/2024

MANNA SMART CORNER LICENSING AGREEMENT IN THE FORM OF AN OPEN OFFER

This Agreement is entered into by Manna Smart Retail Inc, hereinafter referred to as the "Licensor", address: 1007 N Orange St. 4th Floor Ste 1382 Wilmington DE 19801, and the licensees, hereinafter referred to as the "Licensees", who accept the terms of this open offer by acceptance in accordance with the terms set forth below.

1. Definitions and Terms

For the purposes of this Agreement, the following definitions and terms apply:

- MANNA CORNER - smart retail equipment for the sale of natural coffee and other beverages and/or food previously purchased from Manna Smart Retail Inc. or specified suppliers.
- "Open Offer" - the Licensor's proposal addressed to an indefinite circle of persons to enter into a licensing agreement with him on the terms specified below.
- "Software" - computer software provided to Licensees for use in MANNA CORNER.
- "Merchant Acquiring Service" - a financial service that allows Licensees to accept payments from customers via bank cards through a payment terminal installed in MANNA CORNER, provided by the Licensor as a vendor of payment systems.
- "Goods" - products and consumables intended for sale through MANNA CORNER.
- "Service Support" - services for the maintenance and support of MANNA CORNER provided by the Licensor or authorized third parties.

2. Subject of the Agreement

The Licensor grants the Licensee a non-exclusive license to use the Software, Trademarks, and the Manna Coffee brand, and also undertakes to supply Goods, Merchant Acquiring Services, and provide Service Support in accordance with the terms of this Agreement.

3. Compliance with Laws

Both parties agree to comply with all applicable federal, state, and local laws, ordinances, regulations, and codes that are relevant to the performance of their respective obligations under this Agreement.

4. Rights and Obligations of the Licensor

The Licensor undertakes to:
- Provide the Licensee access to the Software.
- Supply Goods in accordance with agreements.
- Provide the Merchant Acquiring Service.
- Provide Service Support to maintain MANNA CORNER in working order.
- Ensure the use of Trademarks and brands in accordance with applicable law and this Agreement.
- Provide access to umbrella rates of services necessary for the proper functioning of MANNA CORNER, including but not limited to insurance and internet.
- Create competitive conditions for the purchase of Goods and work standards, including pricing for end consumers.

5. Status of the Licensee

The Licensee confirms that it is a separate legal entity or individual entrepreneur, completely independent. The Licensee acknowledges that neither party to this Agreement has the right or authority to act as an agent or representative of the other party or to bind the other party in any way except as expressly provided in this Agreement. Any actions taken by the Licensee in the course of its commercial activity are carried out exclusively on its behalf and at its risk.

6. Limitation of Liability

The Licensor shall not be liable to the Licensee or any third party for any indirect, incidental, special, consequential, or punitive damages, including but not limited to, loss of profits, data, use, goodwill, or other intangible losses, resulting from the Licensee's access to or use of or inability to access or use the services, goods, or software provided under this Agreement.


7. Rights and Obligations of the Licensee

The Licensee undertakes to:
- Comply with the standards of operation established by the Licensor.
- Purchase services and Goods exclusively from the Licensor or suppliers specified by him at prices reflected on the website https://www.manna.coffee.
- Pay a monthly fee for the use of the Software in accordance with the tariffs specified on the website https://www.manna.coffee.
- Compensate their share of expenses within the access provided by the licensor to umbrella tariffs necessary for the correct functioning of MANNA CORNER, including but not limited to insurance and internet.
- Participate in the loyalty program provided by the Licensor, offering the corresponding bonuses to customers, as well as accepting bonuses from customers as payment according to the terms of the program.

8. Financial Terms

Monthly payments for the use of the Software, the cost of Goods and services, including the tariff for the cost of the merchant acquiring service, as well as the order of payments are determined according to the terms and tariffs specified on the Licensor's website https://www.manna.coffee. The Licensee is obliged to make payments in a timely manner in accordance with the invoices issued.

9. Use of the Trademark

The Licensee is granted the right to use the Licensor's trademark within the scope of conducting business, complying with all standards and requirements set by the Licensor. Any use of the trademark beyond the terms of this Agreement requires the prior written consent of the Licensor.

10. Intellectual Property

The Licensee acknowledges that all intellectual property rights, including copyrights, trademarks, patents, rules, and instructions, belong to the Licensor. The Licensee undertakes not to infringe these rights and to use the intellectual property exclusively within the framework provided by this Agreement.

11. Quality and Standards

The Licensee undertakes to purchase goods, services, and consumables from the Licensor and maintain high standards of service quality corresponding to those set by the Licensor. Regular quality checks may be conducted by the Licensor to ensure compliance with these standards.

12. Supply of Goods and Services

The Licensor undertakes to ensure timely shipment of paid Goods and the provision of service services in accordance with the needs of the Licensee. The Licensee, in turn, undertakes to purchase Goods exclusively from the Licensor or authorized suppliers.

13. Insurance

The Licensor undertakes to arrange umbrella insurance to cover all major risks of each of the Licensees associated with conducting business, including liability to third parties, equipment damage, and more. The Licensee agrees to compensate for the insurance expenses of their own MANNA CORNER through which they conduct business.

14. Technical Support and Training

The Licensor undertakes to provide the Licensee with the necessary technical support and training for the effective use of the Software and MANNA CORNER.

15. Internet

For the uninterrupted operation of MANNA CORNER, the Licensee must ensure connection to a stable Internet network. Meanwhile, the Licensor undertakes to arrange an umbrella contract with a national mobile service provider, and the Licensee agrees to compensate for the expenses on mobile internet if they connect their MANNA CORNER to this contract.

16. Software Updates

The Licensor will provide the Licensee with updates to the Software in accordance with the current update policy. The Licensee is required to install updates within the timelines specified by the Licensor to ensure proper functionality of the equipment.

17. Reporting and Control

The Licensee is obliged to provide the Licensor with reports on the equipment's condition, stock of goods, and other operational aspects of the business in accordance with the established requirements and periodicity. The Licensor, having access to online data on purchases and sales of the Licensee, has the right to conduct audits and checks to control compliance with the terms of the agreement.

18. Marketing and Advertising

The Licensee undertakes to use only approved marketing and advertising materials related to the use of the Licensor's trademarks and products to ensure they meet established standards and policies.

The Licensee is obligated to conduct the minimum necessary promotional campaigns (promotions and/or online targeting) to acquaint potential customers with the installed MANNA CORNER within the first 2 months after installation. If the sales of this MANNA CORNER, even after conducting promotional campaigns, amount to less than 300 beverage portions per month for 2 consecutive months, then the Licensee is obliged to install MANNA CORNER in a new location within 2 months.

19. Sanctions for Breach of Agreement

In the event of a breach of the terms of this Agreement by the Licensee, the Licensor has the right to demand the rectification of breaches within 1 working day, and if they are not rectified - to suspend the supply of the Software. If the breaches are not rectified for more than 5 working days - terminate the Agreement early.

20. Right to Unilaterally Change Terms

The Licensor reserves the right to unilaterally change the terms of this Agreement by notifying the Licensee 30 calendar days before the changes take effect. Changes take effect from the moment they are published on the Licensor's official website or another agreed-upon method of notification.

21. Transfer of Rights and Obligations

The Licensee is not entitled to transfer their rights and obligations under this Agreement to third parties without the written consent of the Licensor. The Licensor may transfer its rights and obligations under the Agreement to third parties without the consent of the Licensee by notifying them of this.

22. Force Majeure

Parties are released from liability for complete or partial non-fulfillment of obligations under this Agreement if this non-fulfillment was caused by force majeure circumstances arising after the conclusion of the Agreement as a result of extraordinary events that the party could neither foresee nor prevent by reasonable measures.

23. Applicable Law and Jurisdiction

This Agreement is governed by the law of the State of Delaware. All disputes and disagreements arising from the Agreement or in connection with it shall be resolved in court in accordance with the legislation of the specified jurisdiction.

24. Duration of the Agreement and Termination Conditions

The Agreement is concluded for a period of 5 years with an automatic annual extension for 1 year unless either party expresses a desire to terminate it by providing notice to the other party at least 30 days before the proposed termination date.

25. Dispute Resolution

All disputes and disagreements arising from this Agreement or in connection with it shall be sought to be resolved through negotiations by the parties. If the parties do not come to an agreement within 30 days, the dispute shall be resolved in an arbitration court in accordance with the legislation of the State of Delaware.

26. Confidentiality

The parties undertake to keep confidential the information obtained in the course of executing this Agreement and not to disclose it to third parties without the written consent of the other party, except in cases provided by law.

27. Other Conditions

The edition of this Offer comes into effect from the moment of its placement on the website https://www.manna.coffee and remains effective until the Licensor withdraws this Offer. The Licensor reserves the right to make changes to the terms of this Offer and/or withdraw this Offer at any time at its discretion.

When the Licensor makes changes to this Offer, such changes take effect from the moment the modified text of the Offer is posted on the website https://www.manna.coffee unless another time for the changes to take effect is additionally specified at such posting.

The Licensee agrees and acknowledges that making changes to this Offer entails making these changes to the Agreement concluded and in effect between the Licensor and the Licensee, and these changes in the Agreement take effect simultaneously with such changes in the Offer.

The parties agree and confirm that the Licensee is not entitled to demand changes or termination of this Agreement.

28. Acceptance and Entry into Force of the Agreement

This Agreement is considered accepted and comes into effect for the Licensee from the moment of performing the first of the following actions: payment of the monthly fee for the use of the Software, purchase of Goods from the Licensor, use of the Software, or any other action that clearly indicates the Licensee's acceptance of the terms of this Agreement according to the terms set out above. Signatures under this Agreement are not required for it to come into force, as the acceptance of the offer is confirmed by the factual actions of the Licensee specified in this section.

04/04/2024

Appendix to

MANNA SMART CORNER LICENSING AGREEMENT IN THE FORM OF AN OPEN OFFER

According to paragraph 12 of the contract ("Supply of Goods and Services").

MANNA SMART CORNER Price list

*The cost of each service is per month.

Bank Details:
Beneficiary Name: Manna Smart Retail Inc.
Account Number: 754432154
Type of Account: Checking
Beneficiary Address: 1007 N Orange St. 4th Floor Ste 1382, Wilmington, DE, 19801
Zelle: hello@manna.coffee

Receiving Bank:
Bank Name: JPMorgan Chase Bank, NA
Routing Number for Direct Deposits and ACH Transactions: 083000137
Address: 2nd Floor, Tampa, FL 33610
Phone Number: (800) 542-2218
Routing Number for Wire Transfers: 021000021