02/01/2024


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


1. Subject of the Agreement
1.1. This Marketing Agreement (hereinafter referred to as the "Agreement") is concluded between MANNA SMART RETAIL (hereinafter referred to as the "Company") and the Licensee (hereinafter referred to as the "Licensee") to establish the terms of providing an exclusive privileged package upon acquiring the license.

2. Agreement Procedure
2.1. The Licensee undertakes to make a marketing payment of $1200 for the services specified in Section 3 of the Agreement.
2.2. Upon making the marketing payment, the Licensee receives an exclusive privileged package, including the following elements:

3. Contents of the Privileged Package
3.1. Location search materials:
3.1.1. A set of presentation and training materials that will become a reliable assistant in finding the perfect spot for the MANNA SMART CORNER.

3.2. Database of more than 200 locations in your city:
3.2.1. A database of potential locations by any postal code in your city, allowing you to start searching from the most promising spots for placing the MANNA SMART CORNER.

3.3. 1-month access to a vending locator service:
3.3.1. Free monthly access to one of the leading vending location search services to explore opportunities and find the best spots for your coffee corner.

3.4. Permanent access to the MANNA SMART RETAIL location database:
3.4.1. Information about locations found by the Company to accelerate the launch of your business.

4. Rights and Obligations of the Parties
4.1. Obligations of the Company:
4.1.1. Provide the Licensee with the privileged package in full after the marketing payment is made.
4.1.2. Ensure access to the location database and the vending location search service.

4.2. Obligations of the Licensee:
4.2.1. Make a marketing payment of $1200.
4.2.2. Use the provided materials and access only for searching and placing MANNA SMART CORNER within the framework of the Company's license.

5. Term and Termination
5.1. This Agreement becomes effective from the moment of its acceptance by the Licensee and remains in effect until the parties fully fulfill their obligations.

6. Accounting of the Marketing Payment
6.1. The marketing payment of $1200 is considered as a discount when purchasing a Manna Smart Corner under the sales agreement.

7. Confidentiality
7.1. The parties undertake to maintain the confidentiality of information received in the course of executing this Agreement and not to disclose it to third parties without the written consent of the other party, except as provided by law.

8. Dispute Resolution
8.1. All disputes and disagreements arising from or in connection with this Agreement shall be resolved through negotiations between the parties.
8.2. If it is impossible to resolve disputes through negotiations, they shall be subject to review in accordance with the current legislation of the State of Delaware.

9. Force Majeure
9.1. The parties are released from responsibility for full or partial non-performance of their obligations under this Agreement if such non-performance is caused by force majeure circumstances arising after the conclusion of the Agreement.
9.2. Force majeure circumstances include: fires, floods, earthquakes, military actions, acts of state authorities, and other circumstances beyond the reasonable control of the parties.

10. Other Conditions
10.1. The edition of this Offer comes into force from the moment it is posted on the website https://www.manna.coffee and remains in effect until the Offer is revoked by the Licensor. The Licensor reserves the right to make changes to the terms of this Offer and/or revoke this Offer at any time at its discretion.
10.2. When the Licensor makes changes to this Offer, such changes come into force from the moment the modified text of the Offer is posted on the website https://www.manna.coffee, unless another effective date is additionally specified there.
10.3. The Licensee agrees and acknowledges that making changes to this Offer entails making these changes to the Agreement concluded and effective between the Licensor and the Licensee, and these changes to the Agreement come into force simultaneously with such changes to the Offer.
10.4. The parties agree and confirm that the Licensee is not entitled to demand changes or termination of this Agreement.

11. Acceptance and Entry into Force of the Agreement

11.1. This Agreement is considered accepted and comes into force for the Licensee from the moment of payment of the marketing fee, which clearly indicates the Licensee's consent to the terms of this Agreement in accordance with the conditions set forth above. Signatures to this Agreement are not required for its entry into force, as the acceptance of the Offer is confirmed by the actual actions of the Licensee specified in this section.



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