01/22/2026
MANNA SMART CORNER LICENSING AGREEMENT (v2.0)
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.
- "Tier" - a Licensee-selected quarterly billing level for Goods (ingredients, consumables, and related supplies) offered by the Licensor under Section 8, which may include bonus credits and deposit mechanics.
- "Licensee Deposit" - a non-expiring deposit balance credited to the Licensee under Section 8 when actual purchases of Goods are less than the amount corresponding to the selected Tier.
- "Bonus Credits" - non-cash, non-transferable credits granted under Section 8 that may be applied only within the Manna Coffee ecosystem for permitted purposes.
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 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, and comply with the payment and billing procedures established under this Agreement, including automatic billing where applicable.
- 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 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 or automatic billing procedures established by the Licensor under this Agreement.
8.1. Tier-Based Monthly Billing for Goods (Ingredients, Consumables, and Related Supplies)
8.1.1. In addition to the monthly fee for the use of the Software and Service Support, the Licensor offers a tier-based monthly billing structure for Goods (ingredients, consumables, and related supplies), allowing the Licensee to select a Tier based on anticipated operational volume.
8.1.2. The available Tiers are:
- Tier 1 — Base: USD 300 per calendar month (default)
- Tier 2 — Growth: USD 450 per calendar month
- Tier 3 — Pro: USD 750 per calendar month
- Tier 4 — Scale: USD 1,200 per calendar month
8.2. Tier Benefits and Bonus Credits
8.2.1. Licensees selecting Tier 2, Tier 3, or Tier 4 may receive Bonus Credits calculated as a percentage of the selected Tier amount:
- Tier 2 — 3% Bonus Credits
- Tier 3 — 5% Bonus Credits
- Tier 4 — 7% Bonus Credits
(a) purchases of Goods (ingredients and consumables);
(b) services within the location bank program;
(c) purchase, upgrade, or expansion of equipment.
8.2.3. Bonus Credits have no cash value, are non-transferable, and may not be withdrawn.
8.3. Deposit Mechanism
8.3.1. If the Licensee’s actual purchases of Goods during a billing month are less than the amount corresponding to the selected Tier, the unused portion shall be credited to a non-expiring deposit balance of the Licensee (the "Licensee Deposit").
8.3.2. The Licensee Deposit may be used exclusively within the Manna Coffee ecosystem for:
(a) future purchases of Goods;
(b) purchase, upgrade, or expansion of MANNA CORNER equipment;
(c) spare parts, maintenance, and technical services;
(d) marketing, operational, or location-related services offered by the Licensor or authorized partners.
8.3.3. The Licensee Deposit shall not expire and shall not be forfeited while this Agreement remains in force.
8.4. Tier Selection and Change Rules
8.4.1. A Tier is selected for a calendar quarter.
8.4.2. The Licensee may upgrade to a higher Tier at any time, effective from the next billing cycle.
8.4.3. Downgrading to a lower Tier is permitted only upon renewal for the next calendar quarter.
8.4.4. These rules are intended to support operational planning and supply chain stability and do not impose mandatory sales targets.
8.5. No Penalty; Operational Nature
8.5.1. Tier-based billing, the Licensee Deposit, and Bonus Credits are commercial and operational in nature and are not intended as penalties, fines, or liquidated damages, and are not intended to constitute mandatory purchase obligations beyond the Licensee’s elected Tier.
8.5.2. Selection of any Tier does not guarantee or require any level of sales, revenue, or profitability.
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 Licensee is solely responsible for obtaining and maintaining appropriate insurance coverage for their own MANNA CORNER and all related business operations. This includes, but is not limited to, general liability, property damage, theft, and any risks associated with conducting business at their chosen location.
The Licensor does not provide or arrange insurance on behalf of the Licensee and bears no responsibility for any losses, damages, or claims arising from the Licensee’s failure to obtain adequate insurance coverage.
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 Licensor may recommend that the Licensee install MANNA CORNER in a new location and may assist the Licensee in evaluating alternative locations. Relocation shall not be mandatory unless separately agreed in writing.
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 a reasonable notice and cure period specified in the Licensor’s notice, and if they are not rectified - to suspend the supply of the Software. If the breaches are not rectified within such cure period - terminate the Agreement early.
20. Right to Unilaterally Change Terms
20.1. 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.
20.2. The Licensor agrees not to impose any mandatory payments on the Licensee other than the costs for services and goods specified in Appendix. Any sales of newly added services and goods will be subject to prior agreement from the Licensee.
21. Transfer of Rights and Obligations
21.1. 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.
21.2. In the event of a change in the ownership of the Licensor, including but not limited to merger, acquisition, or sale, the new owner shall assume all obligations under this agreement, ensuring the preservation of its terms and the rights of the Licensee without modification. The Licensor shall notify the Licensee of such changes no later than 30 days before the completion of the transaction.
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
28.1. This Agreement shall be deemed accepted and shall enter into force for the Licensee from the earlier of:
(a) the moment when the total amount of customer payments processed through the Licensor’s merchant acquiring and payment processing systems in connection with the operation of the Manna Kiosk reaches USD 100 (one hundred U.S. dollars); or
(b) the expiration of two (2) calendar months from the date of shipment (dispatch) of the Manna Kiosk to the Licensee, regardless of the date of physical delivery, installation, or commissioning, whichever occurs first.
28.2. Signatures under this Agreement are not required for it to come into force, as acceptance of this Open Offer is confirmed by the factual actions of the Licensee described in this Section.
29. Use of DBA
The Licensee is granted the right to operate under the DBA name “Manna Coffee” for business purposes, including branding and marketing, in accordance with this Agreement. The Licensee shall not register or claim ownership of the DBA. The Licensor reserves the right to revoke this right in case of non-compliance.
30. Licensee’s Priority Right for Additional Installations in Independently Secured Locations
30.1. In the event the Licensee independently secures a location and initiates communication with the landlord or property owner (hereinafter referred to as the “Partner Landlord”), and neither the Licensor, nor any other licensees, nor any affiliates of the Licensor have previously conducted negotiations or established a business relationship with such Partner Landlord, and such Partner Landlord expresses interest in installing additional MANNA CORNER units at the same or other properties owned or operated by the Partner Landlord or its affiliates, the Licensee shall have a priority right to install such additional MANNA CORNER units over other licensees.
30.2. To exercise this priority right, the Licensee must confirm its intent to proceed with the installation in writing within ten (10) business days of receiving written notice from the Licensor of the opportunity.
30.3. Should the Licensee decline the opportunity or fail to respond within the specified timeframe, the Licensor shall have the right to offer the opportunity to other licensees.
30.4. In such case, if another licensee installs a MANNA CORNER at the referred location, the original Licensee may be entitled to a referral commission.
31. No Securities or Investment Contract
31.1. The parties acknowledge and agree that this Agreement and the related transactions do not constitute an investment contract, security, note, or other financial instrument within the meaning of U.S. federal or state securities laws, and that no public or private offering of securities is being made.
31.2. The parties further acknowledge that the Licensee’s participation in the Manna Coffee network under this Agreement is a commercial licensing arrangement and does not guarantee any financial return, revenue, profit, or business success.
32. Automatic Billing Authorization
32.1. The Licensee hereby authorizes the Licensor and/or its designated billing, banking, or payment service providers to automatically charge all amounts due under this Agreement, including but not limited to:
(a) the monthly Software & Service Suppor fee;
(b) Tier-based monthly billing amounts for Goods;
(c) the cost of Goods and services ordered by the Licensee.
32.2. For this purpose, the Licensee shall provide and maintain valid billing information, which may include ACH routing number and account number, debit or credit card details, or other electronic payment credentials accepted by the Licensor.
32.3. Charges may be processed on a recurring basis without additional confirmation for each billing cycle.
32.4. Failure to maintain valid billing information or sufficient funds may constitute a breach, subject to notice and a reasonable cure period.
01/22/2026
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.
*The price is approximate and subject to change over time. However, Manna Coffee will make every effort to keep prices as low as possible without compromising quality.
Bank Details:
Beneficiary Name: Manna Smart Retail Inc.
Wire received in foreign currency
SWIFT code: BOFAUS6S Bank of America, N.A.
555 California St., San Francisco, CA 94104
Account number: 325207863288
Routing number: 122000661 /121000358 (paper & electronic)
Wires – 0026009593
Zelle: sergey@mannacoffee.com
Wire received in U.S. dollars (or if you're not sure) SWIFT code: BOFAUS3N Bank of America, N.A. 222 Broadway, New York, NY 10038
Beneficiary Name: Manna Smart Retail Inc.
Wire received in foreign currency
SWIFT code: BOFAUS6S Bank of America, N.A.
555 California St., San Francisco, CA 94104
Account number: 325207863288
Routing number: 122000661 /121000358 (paper & electronic)
Wires – 0026009593
Zelle: sergey@mannacoffee.com
Wire received in U.S. dollars (or if you're not sure) SWIFT code: BOFAUS3N Bank of America, N.A. 222 Broadway, New York, NY 10038