Between SiPod Group Inc. and the Client

Effective Date of Updated Terms: August 5, 2026

This SiPod Equipment and Service Agreement, together with any applicable online checkout page, order form, pricing page, promotion terms, invoice, equipment schedule, and written addendum incorporated into it (collectively, the “Agreement”), is entered into between the subscribing merchant or business identified in the applicable order or subscription account (“Client”) and SiPod Group Inc. (“SiPod”).

By signing an order form, completing an online subscription, providing payment information, accepting delivery of SiPod equipment, or activating or using SiPod equipment or services, Client acknowledges that it has read, understood, and agreed to this Agreement.

1. Definitions

1.1 Annual Plan

“Annual Plan” means a SiPod subscription under which Client pays one fixed annual service fee for a twelve-month subscription term.

1.2 Billing Cycle

“Billing Cycle” means the recurring service period used to measure Drink Volume and calculate fees under an eligible Monthly Plan.

1.3 Drink Volume

“Drink Volume” means the number of qualifying completed beverage dispensing records generated by SiPod equipment, as recorded by SiPod’s equipment, application, cloud platform, backend systems, or other reasonably reliable operational records.

SiPod may exclude test drinks, cancelled dispensing records, duplicate records, maintenance operations, incomplete dispensing activity, fraudulent records, or other non-qualifying activity.

1.4 Equipment

“Equipment” means any beverage machine, accessory, component, replacement part, or other property provided by SiPod to Client.

1.5 Existing Monthly Plan Customer

“Existing Monthly Plan Customer” or “Legacy Monthly Plan Customer” means a Client whose Monthly Plan subscription began before August 5, 2026.

1.6 Location

“Location” means one physical business address registered and approved by SiPod for operation of the Equipment.

A suite, unit, kiosk, counter, virtual brand, department, or concept operating at the same physical business address will ordinarily be treated as part of the same Location unless SiPod approves otherwise in writing.

1.7 Monthly Plan

“Monthly Plan” means an eligible SiPod subscription under which the monthly service fee is determined based on Drink Volume during each completed Billing Cycle.

1.8 New Monthly Plan Customer

“New Monthly Plan Customer” means a Client whose eligible Monthly Plan subscription begins on or after August 5, 2026.

1.9 Service Commencement Date

“Service Commencement Date” means the date on which the Equipment is delivered, activated, or otherwise made available for Client’s commercial use, as determined by SiPod’s records.

1.10 Subscription Year

“Subscription Year” means each consecutive twelve-month period beginning on the Service Commencement Date or another subscription anniversary date shown in Client’s account or order form.

 

2. Equipment and Services Provided by SiPod

2.1 Equipment Ownership

SiPod may provide Client with one or more beverage machines and related Equipment.

Unless a written purchase agreement expressly states otherwise, all Equipment remains the sole property of SiPod. Client receives only a limited, revocable, non-exclusive, and non-transferable right to possess and use the Equipment during the active subscription term and only at the approved Location.

Client may not sell, lease, sublicense, pledge, lend, assign, encumber, remove ownership labels from, or otherwise transfer or dispose of the Equipment.

2.2 Warranty and Covered Service

During an active subscription term and while Client’s account remains in good standing, SiPod will provide reasonable warranty support for covered hardware and internal component failures arising under normal commercial use.

Warranty coverage does not include damage, malfunction, contamination, or loss caused by:

• misuse or abuse;

• negligence;

• improper installation, operation, sanitation, cleaning, or maintenance;

• use of unauthorized ingredients, packaging, components, or accessories;

• electrical, plumbing, internet, drainage, environmental, or site conditions;

• infestation, fire, flood, accident, theft, vandalism, or force majeure;

• relocation without SiPod’s approval;

• unauthorized modification, disassembly, repair, or access; or

• any act or omission by Client, its personnel, contractors, customers, or third parties.

SiPod may charge Client for labor, parts, shipping, travel, replacement Equipment, cleaning, or other costs arising from non-covered damage.

2.3 Onboarding and Training

SiPod may provide onboarding, training, operating manuals, video resources, digital materials, menu assistance, and standard operating guidance.

Client is responsible for ensuring that all personnel who operate or clean the Equipment complete the required training and follow SiPod’s current operating procedures.

2.4 Onboarding Buffer for New Monthly Plan Customers

SiPod may provide New Monthly Plan Customers with an onboarding buffer of up to thirty days to allow time for setup, launch preparation, ingredient ordering, training, marketing-material preparation, and equipment delivery.

The onboarding buffer:

• is not a free equipment trial;

• does not grant Client a right to use the Equipment for thirty days and return it without contractual obligations;

• may last fewer than thirty days; and

• ends seven days after the Equipment ships, even if the full thirty-day period has not elapsed.

Applicable setup fees, prepaid service fees, ingredient charges, shipping charges, and other amounts may become due during or at the end of this buffer as disclosed at checkout or in the applicable order form.

2.5 Ingredients and Packaging

Unless SiPod expressly approves otherwise in writing, Client agrees to purchase all ingredients, concentrates, syrups, powders, consumables, and required packaging used with the Equipment exclusively from SiPod or a supplier authorized by SiPod.

Client may not use unauthorized, substituted, diluted, altered, expired, contaminated, counterfeit, or incompatible ingredients in the Equipment.

Violation of this Section may result in loss of warranty coverage, suspension of services, charges for cleaning or repair, or termination for material breach.

2.6 Ingredient Supply, Pricing and Availability

Unless otherwise expressly agreed by SiPod in writing, the availability of ingredients, concentrates, syrups, powders, consumables, packaging, and other products is subject to manufacturing capacity, supplier availability, importation, tariffs, customs clearance, transportation, weather, labor shortages, governmental actions, force majeure events, market conditions, and other circumstances beyond SiPod’s reasonable control.

Client is responsible for monitoring its inventory levels and placing ingredient and consumable orders sufficiently in advance to meet its anticipated business needs. SiPod is not responsible for shortages, interruptions, delayed deliveries, lost sales, business interruptions, or other losses resulting from the Client’s failure to maintain adequate inventory or place orders in a timely manner.

SiPod does not guarantee the continuous availability of any particular ingredient, product, packaging, flavor, brand, formulation, specification, or SKU. If a product becomes unavailable, is discontinued, temporarily out of stock, or is otherwise affected by supply chain conditions, SiPod may, in its sole discretion, discontinue, replace, or substitute such product with a commercially reasonable alternative that is suitable for use with the Equipment. Such substitution shall not constitute a breach of this Agreement.

Prices for ingredients, consumables, packaging, and other products are subject to change from time to time. SiPod does not guarantee that product prices will remain unchanged. Product prices may be adjusted due to tariffs, duties, taxes, exchange rate fluctuations, increases in raw material costs, manufacturing costs, transportation or logistics costs, supplier pricing, market conditions, regulatory requirements, or other factors affecting the cost or availability of products. Unless otherwise expressly agreed in writing, the price applicable to an order shall be the price in effect at the time the order is accepted by SiPod.

Shipping and delivery dates for ingredients and consumables are estimates only. Actual delivery times may be affected by third-party carriers, freight providers, customs inspections, port congestion, weather conditions, force majeure events, governmental actions, or other circumstances beyond SiPod’s reasonable control. SiPod shall not be liable for any interruption of the Client’s business, lost sales, lost profits, loss of customers, or other indirect, incidental, consequential, or special damages arising from product shortages, delayed deliveries, supply interruptions, product substitutions, price adjustments, or the Client’s failure to maintain adequate inventory, except to the extent caused solely by SiPod’s willful misconduct or gross negligence.

 

2.7 Product and Recipe Management

All SiPod recipes, formulations, preparation methods, software settings, digital configurations, operating parameters, menus, backend systems, and related intellectual property remain under SiPod’s control.

SiPod may update recipes, ingredient requirements, configurations, software, user interfaces, and operating settings to support product quality, equipment performance, food safety, regulatory compliance, or operational consistency.

Client may not copy, reverse engineer, disclose, distribute, or commercially use SiPod recipes, software, configurations, or proprietary materials outside the authorized SiPod service.

2.8 Technical Support

SiPod will provide reasonable technical support, maintenance coordination, and operational guidance during the active subscription term.

Response and repair times may vary based on issue type, location, parts availability, shipping conditions, and circumstances beyond SiPod’s reasonable control.

2.9 Software, Firmware and Remote Updates

All software, firmware, cloud services, mobile applications, system configurations, recipes, operating parameters, user interfaces, digital content, and related technology provided with or used in connection with the Equipment remain the exclusive property of SiPod or its licensors.

To maintain system security, product quality, regulatory compliance, compatibility, and operational performance, SiPod may remotely install, deploy, or implement software updates, firmware updates, security patches, bug fixes, configuration changes, recipe updates, menu updates, and other operational improvements from time to time.

Client shall not disable, interfere with, bypass, reverse, alter, or attempt to prevent any authorized update, security mechanism, remote diagnostic function, or system configuration implemented by SiPod.

Client acknowledges that failure to install or permit required updates, or unauthorized modification of the Equipment or software, may result in reduced functionality, incompatibility, suspension of certain services, loss of warranty coverage, or additional service charges.

SiPod does not warrant compatibility between the Equipment and any unauthorized third-party software, hardware, network device, peripheral, or service unless expressly approved by SiPod in writing.

Operational data, diagnostic information, error logs, performance metrics, and other technical information generated by the Equipment may be collected and processed by SiPod for purposes including system maintenance, troubleshooting, software improvement, security, regulatory compliance, customer support, billing, and operation of the Services, subject to applicable law and SiPod’s Privacy Policy.

 

2.10 Logistics and Transportation

SiPod will coordinate shipment or delivery of Equipment and ordered ingredients.

Client is responsible for any disclosed shipping, long-distance delivery, redelivery, installation, expedited delivery, special handling, access, parking, toll, building, or site-related charges.

Any delivery date provided by SiPod is an estimate only. SiPod will ship the order on the agreed shipment date but makes no representation or warranty regarding the actual delivery date. SiPod shall not be liable for any delay in delivery resulting from the actions or delays of third-party carriers or other events beyond SiPod’s reasonable control.

2.11 Marketing Support

SiPod may provide promotional materials, menu templates, product images, sales guidance, campaign suggestions, or marketing support.

Marketing assistance does not constitute a guarantee of Drink Volume, revenue, profit, customer traffic, or commercial performance.

 

3. Client Obligations

3.1 Proper Use

Client must operate the Equipment only:

• at the approved Location;

• for its intended commercial purpose;

• in accordance with SiPod instructions;

• using approved ingredients and supplies; and

• through properly trained personnel.

3.2 Site Requirements

Client is responsible for maintaining all required power, water, drainage, internet access, counter space, ventilation, sanitation, permits, licenses, and other site conditions needed to operate the Equipment.

3.3 Cleaning and Sanitation

Client must follow all daily, weekly, periodic, and deep-cleaning procedures required by SiPod.

Client is solely responsible for food handling, sanitation, employee hygiene, ingredient rotation, refrigeration, storage temperatures, expiration-date management, and compliance with applicable health and food-safety requirements at the Location.

Failure to Follow Required Cleaning Procedures. The Client acknowledges that proper cleaning, sanitation, maintenance, and operation of the Equipment in accordance with SiPod’s manuals, training materials, standard operating procedures, and other written instructions are essential to safe operation. To the extent any food safety issue, sanitation issue, contamination, customer complaint relating to hygiene, or any warning, citation, fine, suspension, closure, or other regulatory action by any health or governmental authority arises from the Client’s failure to comply with such requirements, the Client shall bear sole responsibility, and SiPod shall have no liability for such matters.

Equipment Certification. The Equipment has been certified to ETL safety standards and ETL Sanitation standards (recognized as equivalent to applicable NSF sanitation certification requirements for this type of equipment). Copies of the applicable certification documents will be provided by SiPod upon reasonable request.

 

3.4 Repairs and Unauthorized Access

Client must promptly notify SiPod of any malfunction, leak, error, unusual operation, damage, or safety concern.

Client may not open, disassemble, modify, bypass, repair, reprogram, or allow any unauthorized party to service the Equipment.

Client is responsible for damage, injury, contamination, data loss, or other consequences arising from unauthorized handling.

3.5 Product Preparation

Client must follow SiPod’s then-current recipes, ingredient ratios, preparation instructions, storage requirements, and quality-control procedures.

Client is responsible for the quality of beverages prepared or served after ingredients are delivered to Client.

3.6 Menu Pricing

SiPod may recommend retail prices, but Client independently determines the prices it charges customers, subject to applicable law.

3.7 Inspection and Access

Upon reasonable notice, Client must allow SiPod or its authorized representatives reasonable access to inspect, service, replace, recover, or verify the condition and location of the Equipment.

Immediate access may be required where SiPod reasonably believes there is a safety risk, material breach, unauthorized relocation, equipment loss, or risk of damage.

 

4. Location Registration and Multiple Machines

4.1 Location-Based Calculation

The Monthly Plan’s 300-drink threshold is calculated per Location, not per individual machine.

If more than one SiPod machine operates at the same approved physical business address, Drink Volume from all Equipment registered to that Location will be combined for purposes of determining the monthly service fee.

4.2 Multiple-Machine Approval

Client must contact SiPod Customer Service and receive approval before registering or operating two or more SiPod machines at one Location.

SiPod may require:

• proof of the physical business address;

• business ownership or operating information;

• Equipment serial numbers;

• account information;

• confirmation that the Equipment is operated under the same Client account; and

• other information reasonably necessary to verify the Location.

4.3 Separate Locations

Equipment operated at different physical business addresses will be treated as separate Locations. Each Location will have its own Drink Volume calculation and 300-drink threshold.

4.4 Relocation

Client may not move Equipment to another physical address without advance written approval from SiPod.

A relocation may require:

• creation of a new Location;

• reassignment of Equipment;

• updated payment or subscription records;

• installation or transportation charges; and

• a revised Drink Volume calculation.

4.5 Incorrect Location Registration

SiPod may consolidate, separate, correct, or reclassify Locations if the registration does not accurately reflect the physical operation of the Equipment.

Client may not create duplicate accounts, false Locations, artificial business units, or other arrangements intended to avoid or manipulate the applicable Drink Volume threshold.

 

5. Monthly Plan Pricing

5.1 Low-Volume Protection

Eligible Monthly Plan Customers receive low-volume protection during each completed Billing Cycle.

The monthly service fee for a completed Billing Cycle is:

• $0 if total Drink Volume at the applicable Location is 300 drinks or less; or

• $299 if total Drink Volume at the applicable Location is more than 300 drinks.

5.2 Completed-Cycle Billing

Drink Volume for each Billing Cycle will be reviewed after that Billing Cycle ends.

The amount determined from that review is the monthly service fee for the same completed Billing Cycle. It is not a determination of the fee for a future Billing Cycle.

SiPod may process the applicable charge after the Billing Cycle has ended.

5.3 Combined Drink Volume

Where multiple approved machines operate at the same Location, their Drink Volume will be combined before the $0 or $299 monthly service fee is determined.

5.4 Qualifying $299 Payment

A “Qualifying $299 Payment” means a $299 Monthly Plan service fee that:

• results from Drink Volume exceeding 300 drinks during a completed Billing Cycle;

• is successfully charged and paid;

• is not waived, refunded, reversed, disputed, or subject to chargeback; and

• is associated with an account in good standing.

A $0 Billing Cycle does not constitute a Qualifying $299 Payment.

5.5 No Guaranteed Monthly Fee

Low-volume protection does not guarantee that Client will pay $0 in any particular Billing Cycle.

The applicable fee depends on the actual qualifying Drink Volume recorded for the applicable Location.

5.6 Classic Cocktail Menu Exclusion

Classic Cocktail Menu Customers are not eligible for the Monthly Plan $0/$299 low-volume pricing calculation or the 300-drink threshold described in this Section.

Accordingly, a Classic Cocktail Menu Customer’s monthly service fee will not be reduced to $0 based on Drink Volume. The applicable monthly service fee will continue to be charged in accordance with the Classic Cocktail Menu pricing shown in Client’s order form, checkout page, subscription account, or other applicable agreement.

Unless SiPod expressly agrees otherwise in writing, Classic Cocktail Menu Customers do not participate in the low-volume protection program.

 

6. New Monthly Plan Setup Fee and Prepaid Service Fee

This Section 6 applies only to eligible New Monthly Plan Customers whose subscriptions begin on or after August 5, 2026.

6.1 Setup Fee

Unless otherwise stated in writing, a one-time $350 setup fee is due when the Monthly Plan is purchased.

The setup fee is separate from monthly service fees, prepaid service fees, ingredient purchases, shipping, taxes, and other charges.

6.2 Initial Prepaid Service Fee

A New Monthly Plan Customer will be charged a $897 prepaid service fee, representing three months of the standard $299 Monthly Plan service fee.

Unless otherwise stated in the order form or checkout page, the initial $897 prepaid service fee will be charged seven days after the Equipment ships.

6.3 Nature of the Prepaid Service Fee

The $897 prepaid service fee is not:

• a security deposit;

• an equipment purchase payment;

• a cash balance held for Client;

• a guarantee that monthly fees will be $0;

• a cancellation deposit; or

• automatically refundable in cash.

Eligibility for any related coupon or future fee waiver is governed only by this Agreement.

 

7. Twelve-Month Review of New-Customer Prepaid Service Fees

7.1 Applicability

This Section applies only to eligible New Monthly Plan Customers whose Monthly Plan subscriptions begin on or after August 5, 2026.

The annual prepaid service fee review described in this Section does not apply to Existing Monthly Plan Customers whose subscriptions began before August 5, 2026.

7.2 Review Period

SiPod will review each eligible New Monthly Plan Customer’s Qualifying $299 Payments once during each Subscription Year.

Each Subscription Year consists of twelve consecutive months beginning on the applicable Service Commencement Date or subscription anniversary date shown in Client’s account.

7.3 Three Qualifying Payments During the Subscription Year

If Client makes at least three Qualifying $299 Payments during the applicable Subscription Year:

1. Client will qualify to receive a promotional coupon valued at $900 for eligible SiPod ingredient and beverage-consumable purchases, subject to Section 8; and

2. the next $897 prepaid service fee that would otherwise be charged for the following Subscription Year will be waived.

The waiver applies only to the $897 prepaid service fee for the immediately following Subscription Year.

The waiver does not constitute a cash refund, account credit, or reimbursement of any prepaid service fee previously paid.

7.4 Fewer Than Three Qualifying Payments

If Client makes fewer than three Qualifying $299 Payments during the applicable Subscription Year:

1. SiPod will charge a new $897 prepaid service fee for the following Subscription Year; and

2. Client will have a new opportunity during that following Subscription Year to earn a $900 promotional coupon and qualify for waiver of the next $897 prepaid service fee.

7.5 Timing of the Annual Charge or Waiver

The twelve-month review will be completed after the end of the applicable Subscription Year.

If the Client does not qualify for a waiver, the next $897 prepaid service fee will be charged on the Client’s thirteenth-month subscription date.

If the Client qualifies for a waiver, no $897 prepaid service fee will be charged on the thirteenth-month subscription date.

The same review process will repeat during each subsequent Subscription Year.

7.6 No Carryover

Unless SiPod expressly agrees otherwise in writing:

• Qualifying $299 Payments do not carry over from one Subscription Year to another;

• partial qualification does not carry over;

• all three Qualifying $299 Payments must occur within the same Subscription Year; and

• the same payment may not be counted more than once.

7.7 Account Status

A payment will count as a Qualifying $299 Payment only if it has been successfully collected and is not later refunded, reversed, disputed, charged back, or determined to be invalid.

Client’s account must remain active and in good standing at the time of the annual review.

 

8. Prepaid Service Fee Promotional Coupon

8.1 Coupon Eligibility

An eligible New Monthly Plan Customer that makes at least three Qualifying $299 Payments during one Subscription Year may receive a promotional coupon valued at $900.

The coupon is a promotional benefit associated with the New Monthly Plan prepaid service fee program. It is not a cash refund or return of the $897 prepaid service fee.

8.2 Coupon Delivery

After Client satisfies the applicable eligibility requirements, the coupon will be issued directly to Client’s SiPod application account.

Client is responsible for maintaining access to the correct SiPod application account and for promptly notifying SiPod if the coupon does not appear after eligibility has been confirmed.

Delivery of the coupon to Client’s registered application account will constitute issuance of the coupon.

8.3 Minimum Purchase Requirement

The coupon may be redeemed only on a qualifying order with an eligible subtotal of at least $2,000.

Taxes, shipping charges, delivery charges, service fees, Equipment charges, repair charges, and non-eligible products do not count toward the $2,000 minimum purchase requirement.

Unless otherwise stated in the application, the minimum purchase requirement must be satisfied in a single eligible order.

8.4 Eligible Products

The coupon may be applied only toward eligible SiPod:

• tea and beverage ingredients;

• beverage raw materials;

• approved tea-drink supplies; and

• approved beverage consumables.

Product eligibility will be determined by the products identified as eligible in the SiPod application or ordering system at the time of redemption.

The coupon may not be applied toward:

• monthly or annual subscription fees;

• setup fees;

• prepaid service fees;

• Equipment purchases or charges;

• repair or replacement charges;

• shipping or delivery charges;

• taxes;

• past-due balances; or

• products or services not identified as eligible by SiPod.

8.5 Combining the Coupon With Other Offers

The $900 coupon may be combined with:

• other eligible product discounts; and

• eligible free-shipping promotions,

unless a specific promotion expressly states otherwise.

Where more than one discount applies, SiPod’s application or ordering system will determine the sequence in which the coupon, discount, and free-shipping promotion are applied.

8.6 No Cash Value

The coupon:

• is not redeemable for cash;

• has no cash surrender value;

• may not be applied as an account credit;

• may not be used to pay subscription fees;

• may not be sold, transferred, assigned, or exchanged; and

• may not be converted into a refund of the prepaid service fee.

Any unused coupon value remaining after an eligible purchase will be treated according to the terms displayed in the SiPod application when the coupon is issued.

8.7 Expiration

The coupon must be used before the expiration date displayed in Client’s SiPod application account.

The applicable expiration date and remaining coupon balance, if any, will be shown in the application when the coupon is issued.

SiPod may extend the expiration date in writing or through the application, but is not required to do so unless required by applicable law.

8.8 Reversal or Cancellation

SiPod may withhold, suspend, reverse, or cancel the coupon if:

• a Qualifying $299 Payment is refunded, reversed, disputed, or charged back;

• Client’s account is overdue, suspended, or terminated for breach;

• eligibility resulted from inaccurate or manipulated Drink Volume data;

• the coupon was issued in error; or

• Client violates the coupon or promotional-program terms.

SiPod will not revoke a properly earned coupon solely because the pricing program is later modified or discontinued.

8.9 Classic Cocktail Menu Customers

At the beginning of the Classic Cocktail Menu subscription, Client will be charged an amount equal to three months of the then-applicable monthly subscription fee.

Of this three-month prepaid subscription amount:

1. one month will be applied to Client’s first active month of Equipment use and subscription service; and

2. The remaining two months will be retained as prepaid subscription fees applicable to the required sixty-day cancellation notice period.

The three-month prepaid subscription amount is part of the Classic Cocktail Menu subscription structure and is separate from the $897 prepaid service fee program applicable to eligible New Monthly Plan Customers under Sections 6 through 8.

 

9. Existing Monthly Plan Customers Before August 5, 2026

9.1 Applicability

This Section applies only to Existing Monthly Plan Customers whose subscriptions began before August 5, 2026.

9.2 Low-Volume Protection

Existing Monthly Plan Customers may participate in the Monthly Plan $0/$299 low-volume pricing calculation beginning with eligible Billing Cycles under SiPod’s pricing rollout.

Their monthly service fee will be determined under Section 5.

9.3 No Additional New-Customer $897 Prepaid Service Fee

Existing Monthly Plan Customers will not be required to pay the new $897 prepaid service fee solely because of the pricing policy effective August 5, 2026.

9.4 No Annual Prepaid-Fee Review

Existing Monthly Plan Customers do not participate in the annual twelve-month prepaid service fee review described in Section 7.

Accordingly, they:

• will not be assessed the recurring annual $897 prepaid service fee under Section 7;

• will not qualify for waiver of that fee based on three Qualifying $299 Payments; and

• will not receive the $900 ingredient coupon associated with the new prepaid service fee program.

9.5 Original Three-Month Initial Charge

When an Existing Monthly Plan Customer originally subscribed, the initial subscription charge included an amount equal to three months of the then-applicable subscription fee.

Of that initial charge:

1. one month was applied to Client’s first active month of service; and

2. the remaining two months represented prepaid subscription fees associated with the required two-month advance cancellation notice period.

This legacy billing structure remains in effect for Existing Monthly Plan Customers.

9.6 Legacy Cancellation Notice

An Existing Monthly Plan Customer that wishes to cancel must provide SiPod with at least two months’ advance written notice.

During that two-month notice period:

• Client may continue using the Equipment and related services;

• the two months of prepaid subscription fees previously collected will be applied to the notice period; and

• no additional Monthly Plan service fees will be charged for those two months.

After the notice period ends, the subscription will terminate, subject to timely return of the Equipment and payment of all other outstanding charges.

9.7 No Duplicate Benefit

The legacy two-month prepaid cancellation structure is separate from the New Monthly Plan $897 prepaid service fee and coupon program.

Existing Monthly Plan Customers may not convert the original legacy prepayment into a $900 ingredient coupon, cash refund, annual waiver, or other benefit unless SiPod expressly agrees in writing.

 

10. Annual Plan

10.1 Annual Fee

The Annual Plan requires one fixed payment of $2,999 for twelve months of SiPod service, unless a different annual price is shown in the applicable order form or checkout page.

10.2 Included Pricing Benefits

Under the current Annual Plan:

• the $350 setup fee is waived;

• no $897 prepaid service fee is charged;

• no separate monthly service fee is charged during the paid annual term; and

• onboarding and Equipment preparation are included, subject to applicable shipping, ingredient, installation, and other disclosed charges.

10.3 Exclusion From Monthly Low-Volume Protection

The Annual Plan is not eligible for:

• the $0 Monthly Plan service fee;

• the $299 Monthly Plan calculation;

• the 300-drink threshold;

• Monthly Plan low-volume protection;

• the three-payment annual review;

• the $897 Monthly Plan prepaid service fee waiver; or

• the $900 prepaid-fee ingredient coupon.

10.4 Annual-Term Cancellation

Unless otherwise required by law or expressly stated in a written order form, the Annual Plan fee covers the full twelve-month term and is not recalculated based on monthly Drink Volume.

Any refund or early-cancellation eligibility must be expressly approved by SiPod in writing.

 

11. Ingredient Purchase Reward

11.1 $299 Qualifying-Order Discount

Eligible Monthly Plan and Annual Plan Customers may receive $299 off a qualifying single purchase of at least $2,500 in eligible SiPod ingredients.

The discount is equivalent to the current standard Monthly Plan fee but is separate from monthly billing.

11.2 Separate Program

The $299 ingredient-order discount:

• is separate from the $900 prepaid service fee coupon;

• does not count as a Qualifying $299 Payment;

• does not reduce or modify Drink Volume;

• cannot be applied toward subscription charges or Equipment costs;

• has no cash value; and

• is subject to product eligibility, account standing, availability, and any promotion-specific conditions disclosed by SiPod.

Unless SiPod expressly permits otherwise, promotional discounts and coupons may not be stacked or combined on the same order.

 

12. Drink Volume Data and Billing Determinations

12.1 System Records

SiPod’s Equipment, application, backend platform, transaction logs, dispensing data, and account records will be the primary basis for determining Drink Volume and applicable monthly fees.

12.2 Client Connectivity Obligations

Client must keep the Equipment powered, connected to the Internet, properly configured, and associated with the correct Location and account.

12.3 Missing or Unreliable Data

If complete or reliable Drink Volume data is unavailable because of:

• internet disconnection;

• Equipment shutdown;

• unauthorized reset;

• account misconfiguration;

• unapproved relocation;

• tampering;

• use outside the approved Location;

• failure to install required updates;

• Client’s failure to cooperate; or

• another condition within Client’s reasonable control,

SiPod may request additional records, delay the fee determination, use reasonably available data, estimate Drink Volume, or decline to apply low-volume protection for the affected period.

12.4 Fraud and Manipulation

Client may not interfere with, suppress, alter, falsify, divide, duplicate, or manipulate Equipment data, account information, Location registration, or Drink Volume records to avoid charges or obtain a benefit.

Suspected manipulation may result in correction of charges, suspension, termination, loss of rewards, recovery of Equipment, and other remedies permitted by law.

12.5 Billing Questions

Client must notify SiPod in writing of any good-faith billing dispute within thirty days after the disputed charge appears.

Failure to report a charge within that period does not waive rights that cannot legally be waived, but may limit SiPod’s ability to investigate older operational data.

 

13. Payment Authorization

13.1 Recurring Payment Authorization

Client authorizes SiPod and its third-party payment processors to charge the payment method associated with Client’s account for all amounts due under the Agreement, including:

• setup fees;

• monthly or annual service fees;

• prepaid service fees;

• ingredient purchases;

• shipping and delivery charges;

• taxes;

• repair and replacement costs;

• late or failed-payment charges, if disclosed and permitted; and

• other authorized amounts.

13.2 Payment Information

Client must maintain a valid payment method and accurate billing information.

13.3 Failed Payments

If a payment fails or becomes overdue, SiPod may:

• retry the payment method;

• request an alternative payment method;

• suspend ordering, software, support, Equipment functionality, or service access;

• withhold coupons, discounts, or fee waivers;

• require payment before further performance; or

• terminate the Agreement for material breach after applicable notice.

13.4 Chargebacks

Initiating a chargeback does not constitute valid cancellation of the subscription.

Client remains responsible for amounts properly due unless the dispute is resolved in Client’s favor or SiPod agrees otherwise.

13.5 Taxes

Client is responsible for applicable sales, use, excise, transaction, or similar taxes, excluding taxes imposed on SiPod’s net income.

 

14. Cancellation, Non-Renewal, and Equipment Return

14.1 Sixty-Day Notice Requirement

Unless a signed order form expressly provides otherwise, a Client wishing to cancel or not renew a SiPod subscription must provide SiPod with at least sixty days’ advance written notice.

The sixty-day notice period applies to Monthly Plan Customers, including:

• Existing Monthly Plan Customers whose subscriptions began before August 5, 2026; and

• New Monthly Plan Customers whose subscriptions begin on or after August 5, 2026.

Annual Plan Customers must also provide at least sixty days’ advance written notice of non-renewal unless a different period is stated in an applicable signed order form.

14.2 Existing Monthly Plan Customers

For an Existing Monthly Plan Customer whose subscription began before August 5, 2026, the sixty-day notice period corresponds to the two months of prepaid subscription fees collected when Client originally subscribed.

During the sixty-day notice period:

• Client may continue using the Equipment and related services;

• the two months of prepaid subscription fees previously collected will be applied to the notice period; and

• no additional Monthly Plan service fees will be charged for those two months.

The prepaid notice-period amounts do not entitle the Existing Monthly Plan Customer to a cash refund, ingredient coupon, account credit, or other promotional benefit.

14.3 New Monthly Plan Customers

A New Monthly Plan Customer must provide at least sixty days’ advance written notice to cancel the subscription.

During the notice period:

• Client may continue using the Equipment and services;

• Monthly Plan service fees will continue to be calculated under Section 5 based on the applicable Location’s Drink Volume during each completed Billing Cycle;

• ingredient purchases and other applicable charges remain payable; and

• Client must continue complying with all operating, payment, and Equipment obligations.

The $897 prepaid service fee is not automatically applied to the cancellation notice period and is not automatically refundable upon cancellation.

14.4 Annual Plan Customers

An Annual Plan Customer must provide at least sixty days’ advance written notice of non-renewal.

Unless otherwise required by law or expressly approved by SiPod in writing:

• cancellation does not automatically entitle Client to a prorated refund;

• the annual payment covers the full applicable twelve-month term; and

• the subscription will remain active through the end of the paid annual term.

14.5 Form of Notice

A cancellation or non-renewal notice must be submitted through an authorized SiPod cancellation method, which may include:

• email to SiPod’s designated support address;

• a cancellation request submitted through Client’s SiPod account or application;

• written notice delivered to SiPod’s business address; or

• another written method expressly approved by SiPod.

The notice must include sufficient information to identify:

• Client’s legal or business name;

• Client’s account;

• the applicable Location;

• the Equipment covered by the request; and

• the requested cancellation or non-renewal date.

14.6 Effective Cancellation Date

The effective cancellation date may not be earlier than sixty days after SiPod receives a valid written cancellation notice.

If Client identifies a requested cancellation date that is earlier than the end of the required sixty-day notice period, the cancellation will become effective at the end of the sixty-day notice period.

14.7 Cancellation Confirmation

SiPod will provide written or electronic confirmation after receiving and processing a valid cancellation or non-renewal request.

Client should retain evidence showing that the cancellation request was submitted through an authorized method.

A payment dispute or chargeback does not constitute valid cancellation notice.

14.8 Equipment Return

Upon expiration or termination, Client must:

• stop using the Equipment by the required date;

• follow SiPod’s shutdown, cleaning, draining, packaging, and return instructions;

• make the Equipment available for authorized pickup or return shipment;

• return all machines, accessories, components, routers, tablets, and other SiPod property; and

• cooperate with SiPod in confirming Equipment condition and serial numbers.

14.9 Equipment Condition

Client is responsible for:

• missing Equipment or components;

• theft or loss;

• damage beyond ordinary wear and tear;

• excessive contamination;

• unauthorized repairs or modifications; and

• failure to follow return instructions.

SiPod may charge reasonable cleaning, repair, replacement, shipping, pickup, collection, or Equipment-recovery costs.

14.10 Failure to Return Equipment

If Client fails to return Equipment after termination:

• Client’s Equipment-return obligation will continue;

• SiPod may suspend Client’s account and application access;

• SiPod may charge applicable recovery, replacement, or continued-possession costs; and

• SiPod may exercise any other remedy permitted by the Agreement or applicable law.

14.11 Classic Cocktail Menu Customers

A Classic Cocktail Menu Customer must provide SiPod with at least sixty days’ advance written notice to cancel the subscription.

During the sixty-day notice period:

• Client may continue using the Equipment and related services;

• the two months of prepaid subscription fees collected at the beginning of the subscription will be applied to the final two months of the notice period; and

• no additional monthly subscription fee will be charged for those two months, provided the applicable prepaid amounts have been successfully collected and remain available for application.

The two-month prepaid amount is intended to satisfy the subscription fees for the required sixty-day cancellation notice period. It is not a cancellation penalty, and it does not entitle Client to a cash refund, promotional coupon, ingredient credit, or other benefit unless SiPod expressly agrees otherwise in writing.

15. Contract Term and Renewal

15.1 Initial Term

Unless otherwise stated in an applicable signed order form, the initial subscription term is twelve months beginning on the Service Commencement Date.

15.2 Renewal

Unless Client or SiPod provides timely written notice of non-renewal, the Agreement may renew for successive twelve-month terms.

A Client wishing to prevent renewal must provide at least sixty days’ advance written notice in accordance with Section 14.

15.3 Renewal Notice

SiPod will provide any renewal notice required by applicable law or the applicable order form.

The notice may include:

• the upcoming renewal date;

• the renewal term;

• the applicable price;

• material pricing or service changes; and

• instructions for cancelling or declining renewal.

15.4 Renewal Pricing

A renewal may be subject to SiPod’s then-current pricing, policies, and plan structure, provided that SiPod gives any notice and obtains any consent required by the Agreement or applicable law.

15.5 New Monthly Plan Annual Review

For eligible New Monthly Plan Customers, renewal of the subscription term is separate from the annual prepaid service fee review.

At the end of the first Subscription Year:

• if Client made three Qualifying $299 Payments, the next $897 prepaid service fee will be waived; or

• if Client made fewer than three Qualifying $299 Payments, the next $897 prepaid service fee will be charged on the thirteenth-month subscription date.

The same review process will repeat during each subsequent Subscription Year.

15.6 Continuing Obligations

Expiration, cancellation, or non-renewal does not eliminate obligations that arose before the effective termination date, including:

• unpaid charges;

• ingredient orders;

• Equipment return;

• Equipment damage;

• confidentiality;

• intellectual property restrictions;

• indemnification; and

• dispute-resolution obligations.

 

16. Suspension and Termination for Breach

16.1 Material Breach

A material breach includes:

• non-payment;

• unauthorized ingredient use;

• unsafe or unsanitary operation;

• unauthorized relocation;

• misuse or damage of Equipment;

• interference with Drink Volume records;

• refusal to return Equipment;

• violation of SiPod’s intellectual property rights;

• unlawful activity;

• repeated failure to follow operating requirements; or

• another substantial violation of the Agreement.

16.2 Cure Period

Except where immediate action is reasonably necessary to protect health, safety, Equipment, data, or SiPod’s property, the non-breaching party will provide written notice of material breach and a reasonable opportunity to cure, generally thirty days.

16.3 Immediate Suspension

SiPod may immediately suspend access or service where reasonably necessary due to:

• food-safety risk;

• Equipment danger;

• fraud;

• unauthorized access;

• tampering;

• significant overdue balances;

• misuse of SiPod intellectual property; or

• risk of loss or damage to Equipment.

16.4 Effect of Termination

Termination does not eliminate obligations that accrued before termination, including payment, Equipment return, damages, confidentiality, intellectual property, indemnification, dispute, and liability obligations.

17. Food Safety and Regulatory Responsibility

17.1 Client Responsibility

Client is solely responsible for:

• obtaining required permits and licenses;

• complying with food-safety and health laws;

• employee training;

• sanitation;

• allergen disclosure;

• refrigeration and storage;

• product dating;

• menu descriptions;

• service to end customers; and

• operation of Client’s business.

17.2 Ingredient-Related Claims

SiPod will not be responsible for claims, penalties, contamination, spoilage, or food-safety issues caused by Client’s storage, handling, preparation, sanitation, unauthorized ingredients, expired products, or failure to follow instructions.

Nothing in this Section excludes responsibility that cannot legally be excluded or responsibility for a defect directly caused by a SiPod-supplied product.

18. Intellectual Property and Confidentiality

18.1 SiPod Property

SiPod retains all rights in its trademarks, recipes, software, configurations, manuals, images, designs, operational methods, data models, and proprietary information.

18.2 Limited Brand Use

Client may use approved SiPod names and marketing materials only during the active subscription and in accordance with SiPod’s brand guidelines.

18.3 Confidential Information

Each party must protect the other party’s non-public business, technical, pricing, operational, and account information using reasonable care.

Confidentiality obligations do not apply to information that is publicly available without breach, independently developed, lawfully received from another source, or required to be disclosed by law.

 

19. Data and Communications

19.1 Operational Data

Client authorizes SiPod to collect, process, and use Equipment, dispensing, account, support, ordering, connectivity, and operational data to:

• provide services;

• calculate charges;

• maintain Equipment;

• improve products;

• detect misuse;

• support recipes and inventory;

• provide reports; and

• administer promotions.

19.2 Electronic Communications

Client consents to receive contractual, billing, renewal, service, operational, safety, and account communications electronically at the email address, telephone number, application account, or other contact channel provided by Client.

Client must keep its contact information current.

 

20. Disclaimers

Except as expressly stated in this Agreement, and to the maximum extent permitted by law, SiPod provides the Equipment and services “as is” and disclaims implied warranties of merchantability, fitness for a particular purpose, non-infringement, and uninterrupted or error-free operation.

SiPod does not guarantee:

• any minimum Drink Volume;

• beverage sales;

• customer demand;

• revenue;

• profit;

• labor savings;

• return on investment;

• uninterrupted connectivity;

• ingredient availability at all times; or

• any specific commercial result.

 

21. Limitation of Liability

To the maximum extent permitted by law, neither party will be liable for indirect, incidental, special, exemplary, punitive, or consequential damages, including lost profits, lost revenue, loss of business opportunity, loss of data, or business interruption, arising from the Agreement.

Except for amounts owed by Client, damage to or loss of SiPod Equipment, infringement or misuse of intellectual property, fraud, willful misconduct, indemnification obligations, or liabilities that cannot legally be limited, SiPod’s total aggregate liability arising from the Agreement will not exceed the service fees actually paid by Client to SiPod during the six months preceding the event giving rise to the claim.

This limitation should be reviewed by legal counsel before publication.

 

22. Indemnification

To the maximum extent permitted by law, Client will defend, indemnify, and hold harmless SiPod and its officers, employees, affiliates, and contractors from third-party claims, damages, penalties, costs, and reasonable legal fees arising from:

• Client’s food preparation, sale, or service;

• sanitation or food-safety violations;

• unauthorized ingredients;

• Client’s misuse of Equipment;

• injury or property damage at Client’s Location;

• Client’s violation of law;

• Client’s breach of the Agreement; or

• acts or omissions of Client’s personnel, contractors, or customers.

SiPod will remain responsible for liabilities that cannot legally be transferred or excluded.

 

23. Force Majeure

Neither party will be liable for delay or failure to perform caused by circumstances beyond its reasonable control, including natural disasters, severe weather, fire, flood, war, terrorism, civil disturbance, labor disruption, epidemic, pandemic, government action, transportation interruption, supply-chain disruption, utility failure, or internet or communications outage.

The affected party must provide reasonable notice and resume performance when reasonably possible.

Payment obligations already accrued are not excused by force majeure.

 

24. Changes to Services, Pricing, and Agreement

24.1 Administrative Changes

SiPod may make non-material administrative, formatting, operational, or clarification changes by posting an updated version online.

24.2 Material Changes

For material changes affecting pricing, recurring charges, automatic renewal, cancellation, or significant Client rights, SiPod will provide advance notice as required by the Agreement and applicable law.

24.3 No Retroactive Removal of Earned Benefits

Unless required to correct fraud, error, ineligibility, payment reversal, or breach, a modification will not retroactively remove a coupon, waiver, or benefit that Client validly earned before the modification became effective.

24.4 Order Form Priority

If a signed order form or written addendum expressly conflicts with this Agreement, the signed document controls only as to that specific conflict.

A marketing statement, sales discussion, text message, or informal communication does not amend the Agreement unless incorporated into a written agreement authorized by SiPod.

 

25. Notices

Contractual notices must be sent to the contact information maintained in the applicable account or order form.

Notices to SiPod may be sent to:

SiPod Group Inc.
17 Allen Street
New York, NY 10002
Email: info@sipod.com

SiPod may provide notices to Client by email, account notification, text message, mail, or another contact method authorized by Client.

 

26. Governing Law and Venue

This Agreement is governed by the laws of the State of New York, without regard to conflict-of-law rules.

Subject to any rights that cannot legally be waived, the parties consent to the exclusive jurisdiction of the state and federal courts located in New York County, New York.

 

27. General Provisions

27.1 Entire Agreement

This Agreement and incorporated documents constitute the entire agreement between the parties concerning the Equipment and services and supersede prior discussions and representations on the same subject.

27.2 Assignment

Client may not assign, transfer, sublicense, or delegate the Agreement or possession of the Equipment without SiPod’s prior written consent.

SiPod may assign the Agreement in connection with a merger, restructuring, financing, sale of assets, or transfer to an affiliate or successor.

27.3 Severability

If any provision is held invalid or unenforceable, it will be modified to the minimum extent necessary, and the remaining provisions will remain in effect.

27.4 No Waiver

Failure to enforce a provision is not a waiver of the right to enforce it later.

27.5 Independent Parties

The parties are independent contractors. The Agreement does not create a partnership, franchise, agency, employment, fiduciary, or joint-venture relationship.

27.6 No Third-Party Beneficiaries

Except as expressly stated, the Agreement creates no rights for third parties.

27.7 Electronic Acceptance

Electronic acceptance, online checkout, electronic signature, and digital records have the same effect as an original written signature to the extent permitted by law.

27.8 Survival

Provisions concerning payment, Equipment ownership and return, intellectual property, confidentiality, disclaimers, indemnification, limitation of liability, disputes, and accrued obligations survive termination.

 

28. Contact Information

SiPod Group Inc.
17 Allen Street
New York, NY 10002
Email: info@sipod.com
Website: www.sipod.com