Kiosk Services Terms and Conditions

1. Purpose. Operator supplies and services recreational equipment sharing programs that utilize recreational equipment, physical storage and Bluetooth and cellular locking technology to allow the equipment to be rented, paid for, and locked and unlocked by users with an app (collectively, the “Kiosk Services”). Customer now wishes to engage Operator, and Operator has agreed to provide the Kiosk Services on Customer’s parks, recreation, and open space areas (the “Premises”) on the terms and conditions set forth herein.

2. Exclusive License. Customer hereby grants to Operator a license during the Term to enter upon and utilize the Premises to install and operate the Rental Station Services and to bring onto the Premises personnel and equipment as Operator deems necessary in connection with the Kiosk Services. This license allows Operator to erect and store such equipment and materials as necessary on the Premises. Operator understands that Customer’s Premises have varying rules and regulations depending on the location and Operator will comply with said rules and regulations. During the Term of this Agreement, Customer agrees that Operator shall be the only self-service recreational rental operator with the right to use the Premises for that purpose.

3. Kiosk Services and Obligations

3.1. EQUIPMENT PROVIDED. Each kiosk shall include two (2) individual storage units suitable to store the equipment associated with each game or sport below (“Rental Equipment”). When not in use, each storage unit shall be secured by an app-controlled cellular lock, provided and maintained by Operator.

3.2. RENTAL FEES; REVENUE SHARE. Consumers shall pay Operator a Rental Fee for the right to use the Rental Kiosk. Operator shall collect fees from end users of the Disc Golf Kiosk through third-party payment processing agents selected by Operator from time to time (each, a "Payment Processor"). Operator has the right to set the Rental Fee within commercially reasonable standards and reserves the right to adjust the Rental Fee from time to time with 30 days written notice to Customer. Customer shall receive receive 50% of the gross Rental Fees received from rentals on Premises, less

a. any fees due or paid to the Payment Processor as a result of collection of the fees,

b. the direct costs of any Non-Standard Repairs. Non-standard repairs shall include:

1. moving the locker to a new location, on written request of Customer

2. damage to the locker or equipment therein due to natural disasters or negligence of the Customer.

3.3. REVENUE SHARE PAYMENT. Revenue share payments shall be paid by Operator to Customer on an annual basis by check, mailed to an address as designated by the Customer. Operator shall include a report of every transaction that resulted in Customer revenue share payment. Operator shall send the revenue share payment for preceding calendar year by June 1 of the following year.

3.4. CUSTOMER SUPPORT. Operator shall provide customer and technical support services to end users of its equipment to resolve billing issues, technical issues, and general inquiries.

3.5. EQUIPMENT MAINTENANCE: Operator’s maintenance personnel will visit the Premises as needed to perform general maintenance and cleaning of each and every Rental Kiosk and Rental Equipment to ensure that all equipment is in good repair and condition for use.

3.6. RENTAL EQUIPMENT REPLACEMENT. Operator is responsible for ensuring that each Kiosk is fully stocked with equipment that is suitable for rentalt. In the event that any Rental Equipment gets damaged or goes missing, Operator is responsible for replacing any damaged or missing rental equipment on a timely basis. Operator shall use commercially reasonable effort to identify any individual responsible for any potential damage, theft, or loss of rental equipment from its rental logs, and if identified, shall seek reimbursement from said individual. In the event that Operator is unable to recover said reimbursement, Operator shall replace the missing Rental Equipment at its own cost and expense.

3.7. REPORTING. Operator shall provide Customer access to an administrative web dashboard that tracks utilization of all Kiosks in real time.

4. Renewal. This Agreement shall automatically renew for successive one-year terms unless either party provides written notice of non-renewal at least 30 days prior to the end of the then-current term. Upon renewal, all terms and conditions of this Agreement shall remain in full force and effect, unless otherwise agreed upon in writing by both parties

5. Termination. Unless otherwise prohibited by law, either party may terminate this Agreement: (i) if the other party is adjudicated bankrupt or otherwise seeks to avoid its performance obligations under applicable bankruptcy or insolvency laws, (ii) upon the occurrence of a material breach of this Agreement by the other party if such breach is not cured within thirty (30) days after written notice identifying the matter constituting the material breach, or (iii) if Customer no longer owns or no longer has the right to license the Premises as specified herein this Agreement. In advance of any change in ownership of the Premises, Customer will provide Operator with at least fifteen (15) business days prior written notice of such change of ownership. Upon termination or expiration of this Agreement, Operator shall collect and remove all equipment or items located on the Premises within thirty (30) days.

6. Limitation of Liability. To the maximum extent permitted by law (i) in no event will either party be liable to the other party for any indirect, incidental, special, exemplary or consequential damages, including lost profits or loss of goodwill, even if such party has been advised of the possibility of such loss. For the avoidance of doubt, the foregoing limitation of liability is not intended to limit either party’s liability for negligence or willful misconduct, nor is it intended to alter or limit the obligations of Operator under Section 7 below.

7. Liability for Loss; Indemnity. The Parties agree that Customer shall not be liable for any injury or damages to persons or property sustained by the Operator, its employees, subcontractors, agents and/or representatives, or by any other persons, including but not limited to customers of the Operator or any others using the equipment of the Operator, with or without permission of the Operator. The Operator shall defend, indemnify, and hold the Customer harmless from and against any and all third party claims, damages, lawsuits, losses and costs, including reasonable attorney’s fees, asserted against Customer arising out of bodily injury or property damage to, or the death of, any person, including, but not limited to, any customer, subcontractor, supplier, employee, agent, representative or invitee of Operator or any subcontractor of Operator, to the extent such injury, damage or death arises out of or results in any manner from (a) Operator’s failure to comply with the terms of this Agreement; (b) the fault of, or any act of negligence, or willful misconduct, by Operator, Operator’s subcontractors, suppliers, or anyone acting under its or their direction or control. Any indemnification of Customer and any limitation of Customer’s liability shall to the same extent apply to Customer’s officers, employees, agents, and contractors. Operator shall indemnify and hold Customer harmless from and against all damages whether awarded by a court of competent jurisdiction or agreed to by Operator in settlement with respect to such third party claims.

8. Insurance. Operator shall, throughout the term of this Agreement, at its own cost and expense, procure and maintain (i) public liability insurance with respect to the Operator's operations arising out of this Agreement, with limits of at least $1,000,000.00 per occurrence and $5,000,000 aggregate for bodily injury and death. Such insurance policies shall name the Customer as an additional insured, and shall provide that the policy cannot be canceled without at least ten (10) days written notice to the Customer. Operator shall provide the Customer with a copy of such prior to placement of any equipment on the Premises, or conducting any business on the Premises. Operator acknowledges and agrees that it is not an insured under any property or general liability policy maintained by the Customer.

9. Publicity. Subject to the prior written approval of the Customer, Operator may release a press release announcing the parties’ relationship hereunder, and may use Customer’s name, logos, trademarks and service marks to (i) create marketing and advertising materials for Customer to use to promote the Kiosk Services, and (ii) place Customer on Operator’s customer list, which will be displayed on Operator’s website and in other publications.

10. Miscellaneous. This Agreement and all matters concerning its interpretation, performance, or enforcement will be governed in accordance with the laws of the State of Michigan exclusive of its choice of law rules), and the federal laws of the U.S. Notwithstanding any provision hereof, Operator is an independent contractor under this Agreement and nothing herein shall be construed to create a partnership, joint venture or agency relationship between Operator and Customer, and Operator’s employees, representatives, agents and subcontractors shall not be deemed employees of Customer under any circumstances. Each party is solely responsible for all applicable taxes, withholdings, and other statutory or contractual obligations. Neither party may assign performance of this Agreement or any of its rights or delegate any of its duties under this Agreement without the prior written consent of the other, except that Operator may assign this Agreement without Customer’s prior written consent in the case of a merger, acquisition or other change of control, and in such event this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. This Agreement may be amended by mutual written agreement of the parties. Such amendments shall only be effective if incorporated in written amendments to this Agreement and executed by duly authorized representatives of the parties. This Agreement may be executed simultaneously or in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same agreement. This Agreement contains the entire agreement of the parties relating to the subject matter hereof. In the event any of the provisions of this agreement shall be held to be invalid by any court of competent jurisdiction, the same shall be deemed severable, and as never having been contained herein, and this agreement shall then be construed and enforced in accordance with the remaining provisions hereof. In the event either party fails or refuses to comply with the terms of this Agreement, then the non-breaching party may seek any remedy available at law or in equity. Any action brought by either Party that arises out of or relates to this Agreement will be filed only in the state or federal courts located in Michigan and each Party irrevocably submits to the jurisdiction of those courts and waives any objections that it may have now or in the future to the jurisdiction of those courts, and also waives any claim that it may have now or in the future that litigation brought in those courts has been brought in an inconvenient forum.