Operational Agreement (OA)


1. Parties
Provider: Vital Beverage LLC (“Provider”)
Company: The retail location utilizing Glides (Entered in Signup Form in “Company” field)

2. Purpose
This Operational Agreement (OA) establishes the expectations, responsibilities, and operational standards under which the Provider will supply, maintain, and support the Glides at the Company’s retail location(s). It ensures that both parties align to provide optimal service levels and enhance customer satisfaction at each participating retail location.

3. Definitions

Glides: Smart beverage containers supplied by the Provider, which dispense drinks to customers.
One-Time Setup Fee: A fee of $500 paid by the Company to the Provider, unless otherwise agreed to in writing by both parties.
Unusable State: When a Glide or accessory is damaged, missing, broken, or otherwise non-operational.
Replacement Fee: A $100 fee per Glide, payable by the Company to the Provider when a Glide or its accessories enter an Unusable State.

4. Responsibilities

4.1 Provider Responsibilities
Supply:

  • Provide at least two operational Glides at all times in each retail location.

  • Deliver and pick up Glides at no additional cost beyond agreed-upon fees.

Maintenance and Support:

  • Ensure Glides are operational upon delivery.

  • Provide ongoing support to the Company’s staff and customers through a dedicated support channel.

Inventory Management:

  • Provide real-time data on Glide inventory.

  • Choose drink selection for each Glide.

  • Notify the Company when Glides are empty.

Replenishment:

  • Promptly ensure that fresh, operational Glides are readily delivered at each respective location.

Reporting:

  • Provide performance and sales reports to the Company, including real-time access via a dedicated dashboard.

Training and Marketing Support:

  • Optionally provide training materials and sessions for the Company’s staff.

  • Offer on-site marketing materials to promote Glide usage.

4.2 Company Responsibilities
Operational Compliance:

  • Ensure Glides are prominently displayed at the location, with at least two operational units accessible to users at all times.

  • Maintain stable power, Wi-Fi access, and a suitable environment for the Glides.

Staff Involvement:

  • Incorporate Glide management into routine staff procedures.

  • Promptly replace or report any non-functional Glides.

Connectivity:

  • Provide reliable Wi-Fi access to ensure Glides remain functional.

Customer Communication:

  • Permit the placement of instructional and promotional materials at the retail location.

  • Encourage customers to use Glides through staff interactions and signage.

Issue Reporting:

  • Report any malfunctions, damage, or missing Glides immediately to the Provider.

  • Pay a Replacement Fee if Glides enter an Unusable State, payable within 7 days of notification.

4.3 Ownership

  • All Glides, accessories, and related equipment remain the exclusive property of the Provider.

  • The Company shall not sell, lease, transfer, or otherwise dispose of any Glides or accessories.

4.4 Accuracy of Information

  • The Company confirms that all information provided during the signup process is accurate and complete.

  • The Provider will rely on this information to establish service parameters and associated costs.

5. Fees and Payment Terms

5.1 One-Time Setup Fee

  • The Company agrees to pay a One-Time Setup Fee of $500, unless otherwise agreed upon in writing.

  • Payment is due in lump sum by means specified by Provider.

  • Payment is required prior to the delivery and deployment of Glides, with the exception of any free limited time trial deployment.

5.2 Replacement Fee

  • The Company agrees to pay a $100 Replacement Fee per Glide entering an Unusable State.

  • This fee is payable within 7 days of notification.

5.3 Drink Fee

  • The Company agrees to pay Provider a drink fee based on the amount of liquid dispensed from each Glide.

  • The drink fee is $2.00 for every 10oz of dispensed liquid.

  • Company agrees to enroll a designated credit/debit card, or bank account to directly pay for drink fee.

  • Provider will collect drink fee daily, based on the respective day’s cumulative volume dispensed. Provider may optionally charge additional amount in addition to drink fee to cover the cost of transaction fees.

  • The drink fee amount and payout schedule is subject to change at any time at the discretion of Provider. Provider will disclose any such changes in writing to the Company.

6. Performance Metrics

6.1 Monitoring and Reporting

  • The Company will have real-time access to Glide inventory and sales data.

  • The Provider will monitor usage and provide periodic performance and sales reports.

6.2 Operational Performance

  • Both parties agree to cooperate to optimize Glide operations, enhancing customer satisfaction and maximizing usage.

7. Termination

7.1 Termination by Either Party

  • This agreement may be terminated at any time by either party with written notice.

7.2 Return of Equipment

  • Upon termination, all Glides and accessories must be returned to the Provider within 14 days.

  • The Provider will coordinate retrieval of all property.

7.3 Settlement of Outstanding Fees

  • Any outstanding fees must be settled within 15 days of termination.

8. Dispute Resolution

8.1 Good Faith Negotiations

  • Both parties agree to attempt to resolve any disputes through good faith negotiations.

8.2 Mediation and Arbitration

  • If negotiations fail, disputes will be referred to mediation.

  • If mediation is unsuccessful, disputes will be settled by binding arbitration under Florida law.

9. Liability and Indemnification

9.1 Limitation of Liability

  • Neither party shall be liable for indirect, incidental, or consequential damages.

9.2 Indemnification

  • Each party will indemnify the other against claims arising from their own negligence or misconduct.

10. Confidentiality

  • Both parties will maintain the confidentiality of all proprietary and sensitive information.

11. Miscellaneous

11.1 Force Majeure

  • Neither party will be held liable for delays or failures due to circumstances beyond their control.

11.2 Governing Law

  • This agreement is governed by the laws of Florida, USA.

11.3 Entire Agreement

  • This OA constitutes the entire agreement and supersedes all prior understandings.

11.4 Amendments

  • Changes to this agreement are at the Provider’s discretion and will be communicated to the Company.

11.5 Notices

  • All notices must be in writing and delivered to the addresses specified by both parties.

Acceptance
By proceeding with the signup process on Vital Beverage’s website, the individual confirms they are authorized to act on the Company’s behalf, that all provided information is accurate, and that the Company accepts the terms outlined in this OA.