PANTRYiQ School Host Agreement Version 1.0 Last updated: June 12, 2025

WHEREAS PANTRYiQ (“PANTRYiQ”) is a provider of unattended smart retail solutions offering curated amenities through self-contained, cashless machines tailored for schools and educational institutions;

NOW THEREFORE, in consideration of the mutual promises contained herein, the Parties agree as follows:

Article 1: INTERPRETATION

1.1 Definitions

  • Agreement: This PANTRYiQ School Host Agreement, together with any signed placement summary ("Order Form") specific to the location.

  • Curated Amenities: Snacks, beverages, and other grab-and-go products provided by PANTRYiQ through its Equipment.

  • Customers: Faculty, staff, students (where permitted), or other authorized individuals with access to the Host Site.

  • Equipment: One or more PANTRYiQ smart retail machines, including any accessories or components.

  • Host Site: The school, college, university, or educational campus specified in the signed Order Form.

  • Order Form: The signed 2-page placement document detailing machine count, location, and contact information.

  • Parties: PANTRYiQ and the Host collectively.

  • Services: The provisioning, stocking, monitoring, and support of Equipment.

  • Term: The ongoing term defined in Article 6.

1.2 Governing Law

This Agreement shall be governed by the laws of the State of California (or applicable U.S. state in which the Host Site is located).

Article 2: REPRESENTATIONS

2.1 By the Host

  • The Host has the authority to enter into this Agreement.

  • The Host will provide reasonable support to facilitate Equipment operation.

  • The Host acknowledges that PANTRYiQ provides a premium amenity distinct from traditional vending or student-run stores.

2.2 By PANTRYiQ

  • PANTRYiQ will maintain and service Equipment to professional standards.

  • Curated amenities will comply with applicable health, safety, and school-specific regulations.

  • Equipment remains the sole property of PANTRYiQ.

  • PANTRYiQ holds all necessary licenses and insurance to operate.

Article 3: SERVICES

3.1 Scope

PANTRYiQ shall:

  • Deliver, install, and maintain Equipment in good working condition.

  • Stock and rotate curated amenities at least twice per week.

  • Remove expired or slow-moving products as needed.

  • Monitor machine health remotely and respond to service requests.

  • Provide support to site contacts and (if applicable) signage or co-branded materials.

  • Supply usage summaries upon request.

3.2 Timeline

PANTRYiQ will coordinate installation within approximately six (6) weeks of order confirmation, subject to manufacturing and delivery timelines.

Article 4: HOST RESPONSIBILITIES

  • Provide a secure, accessible location within the facility for machine placement, such as staff lounges, administrative offices, or approved student-accessible areas.

  • Ensure the Equipment remains physically undisturbed. The machine may not be accessed, moved, opened, or serviced by anyone other than authorized PANTRYiQ personnel under any circumstances.

  • Grant reasonable access to PANTRYiQ staff for restocking and servicing.

  • Notify PANTRYiQ of any power outages, location changes, or site disruptions.

  • Connectivity: Provide Wi-Fi access if available.

  • PANTRYiQ will coordinate and cover any necessary electrical installation if a power outlet is not readily available at the install site.

Article 5: CONFIDENTIALITY

Both Parties agree to maintain confidentiality regarding pricing, internal materials, and any proprietary data or business insights shared during the term of this Agreement. Disclosure is permitted only as required by law or with written consent.

Article 6: TERM & TERMINATION

6.1 Term

This Agreement shall remain in effect indefinitely unless terminated by either party with thirty (30) days written notice. There is no requirement for annual renewal unless material terms change.

6.2 Termination

Either Party may terminate this Agreement with thirty (30) days written notice. PANTRYiQ will remove the Equipment within ten (10) business days following termination.

Article 7: LIABILITY & INSURANCE

  • PANTRYiQ maintains general liability insurance with minimum coverage of $1,000,000 per occurrence and $2,000,000 aggregate.

  • The Host shall not be held liable for theft, damage, or malfunction of Equipment. If the placement becomes a repeated issue, PANTRYiQ may opt to remove the machine.

  • All Equipment remains the property of PANTRYiQ.

Article 8: GENERAL

  • This Agreement may not be assigned without prior written consent.

  • Modifications must be made in writing and approved by both Parties.

  • If any provision is deemed unenforceable, the remaining sections remain valid.

  • Both Parties agree to act in good faith to ensure success of the placement.

Note: This Agreement works in conjunction with the signed PANTRYiQ Order Form, which details the specific machine count, location, and contact persons for the Host Site.