By submitting an application, the applying party (“Customer”) agrees to these terms and conditions, and agrees to move forward with smoodi if selected for the Placement Program. Please read these terms carefully before applying.
1. EQUIPMENT. Customer shall own the freezer provided by smoodi. smoodi’s smart blender and surround shall be structured as a lease and provided in compliance with industry standards and all applicable laws, rules and regulations.
2. EQUIPMENT ADJUSTMENT. smoodi reserves the right to add or remove smart blenders, at their own discretion, to the retail environment based on consumption volume metrics at no additional cost to the Customer.
3. PAYMENT TERMS. Payments may be made via ACH, credit or debit card. The upfront fee shall be paid in full before any equipment is received. All recurring fees are to be automatically charged with a payment method to be kept on file.
4. FEES. Customer shall pay an initial fee of $4,999 per location excluding tax and shipping before any equipment is deployed. Customer will also incur a monthly service charge of $90 per month or prepay the annual amount at a 20% discount.
5. LEASE TERM. The initial Lease term is for twelve (12) months. Each term shall automatically renew for subsequent periods of the same length as the initial lease term unless either party gives the other written notice of termination at least thirty (30) days prior to expiration of the then-current term.
6. CARE AND OPERATION. For health and safety reasons as well as to ensure the proper functioning of the system, the smoodi machines will only be used with originally packaged smoodi cups. Customer also agrees to allow smoodi and its equipment secure and sufficient internet access via secure Wi-Fi or ethernet so that smoodi may continuously monitor the operational status remotely.
7. TERMINATION FOR CAUSE. Either party may terminate this Agreement upon written notice if the other party:
a. fails to comply with a material term of this Agreement and does not correct the failure within 30 days of receiving written notice.
b. Becomes insolvent, files for bankruptcy, or is unable to meet financial obligations.
c. Engages in illegal, fraudulent, or grossly negligent behavior in connection with this Agreement.
8. SERVICING. smoodi will be responsible for any servicing and cost thereof unless a damage is based on malicious or gross negligent behavior within the initial service term. In that case, smoodi would charge industry standard servicing rate. In the event that any unit shall fail to operate properly, Customer shall promptly notify smoodi, Inc. by calling 855-476-6634 and/or emailing service@getsmoodi.com
9. HEALTH SAFETY STANDARDS. Customer expressly acknowledges and assumes responsibility for providing sufficient water inlets that ensure proper cleaning and sanitization of the blending equipment. Customer hereby agrees to provide a dedicated waterline with a minimum water pressure of 60 pounds per square inch (psi). In the event that the specified waterline conditions are not met, smoodi reserves the right to shut down any relevant machine for health and safety reasons. Customer acknowledges the allergen risk and understands that the peanut protein flavor and future smoodi products may contain ingredients such as peanuts that could be a safety issue to some customers.
10. RETAIL PRICE OF PRODUCTS. With the exception of any specials or limited time offers, customer is required to sell smoodi products within the suggested retail price provided to the Customer.
11. INDEMNIFICATION. smoodi shall not be liable to Customer for any loss, damage, or expense of any kind or nature caused, directly, indirectly or consequentially, by any unit, or the use maintenance, operation or handling thereof, or the repairs, servicing, or adjustments thereto, or any interruption of service or loss of use thereof for any loss of business or damage whatsoever or howsoever cause. smoodi will indemnify, defend, and hold harmless Customer from and against any and all damages, costs, losses, and expenses (including reasonable attorneys’ fees) and other liability arising out of or related to any claim, demand, action, suit, or proceeding brought against Customer by a third party alleging that the smoodi system or services infringe such third party’s intellectual property rights.
12. LEVIES. During the term of agreement, the smoodi equipment shall be kept free and clear of all levies, liens, and encumbrances.
13. FINAL. This agreement constitutes the final, complete and exclusive statement of the parties’ intentions regarding the leasing of the smoodi machine. This agreement may not be varied or amended without the prior written consent of an officer of smoodi, Inc. and principal officer of Customer.
