Vital’s Operational Agreement (OA)

1. Parties

  • Provider: Vital Beverage LLC ("Provider")

  • Company: The hotel location using Glides.

2. Purpose

This Operational Agreement (OA) establishes the expectations, responsibilities, and operational standards under which the Provider will supply, maintain, and support the Glides in the hotel rooms at the hotel location(s) owned by the Company. This OA ensures that all parties are aligned to provide optimal service levels and enhance guest satisfaction at each participating hotel location.

The initial term of this Operational Agreement (OA) shall be six (6) months (“Minimum Contract Term”), commencing on the date of first Glide delivery for deployment into rooms, which follows the Company’s payment of the One-Time Setup Fee. Neither party may terminate the OA without penalty during this Minimum Contract Term.

Should the Company terminate this OA prior to the conclusion of the Minimum Contract Term, the Company shall be liable to the Provider for an amount equal to its original One-Time Setup Fee, payable within fifteen (15) days of the effective date of termination. Upon completion of the Minimum Contract Term, either party may terminate this OA without incurring any termination fee, provided that all other obligations and outstanding amounts under this OA have been satisfied.

3. Definitions

  • Glides: Smart beverage containers supplied by the Provider, which dispense drinks to guests.

  • One-Time Setup Fee: A fee paid by the Company to the Provider, calculated based on the total rooms per hotel location, with the fee amount agreed upon 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 while at the hotel location(s). This fee is on a per unit basis for any and all Glides or its accessories e.g. Glide holder.

4. Responsibilities

4.1 Provider Responsibilities

  • Supply:

    • Provide Glides to the Company for each respective hotel location.

    • Select beverage products to be used in Glides.

  • Maintenance and Support:

    • Ensure Glides are operational upon delivery.

    • Provide ongoing support to both the hotel and its guests through a dedicated support channel.

  • Inventory Management:

    • Provide real-time data about Glides.

    • Notify the Company when Glides are empty and require replacement.

    • Promptly ensure Glides are readily available at each hotel location based on inventory needs.

  • Payment Processing:

    • Process all guest payments through Stripe or a similar payment gateway.

    • Allocate share of revenue from drink sales to Company.

    • Ensure compliance with relevant privacy and data protection laws.

  • Reporting:

    • Provide inventory data to the Company, including real-time access via a dedicated dashboard on mobile app.

  • Optional Training and Marketing Support:

    • Provide training materials and sessions for hotel staff to ensure smooth operation of Glides.

    • Offer in-room marketing materials to promote Glide usage to guests.

4.2 Company Responsibilities

  • Operational Compliance:

    • Ensure Glides are prominently displayed in each and every guest room, with at least two Glides per room, ensuring guests have easy, unobstructed view and access to each Glide.

    • Ensure Glides are properly placed on a stable surface with access to power and Wi-Fi.

    • Maintain Glides in every guest room as per operational guidelines.

  • Staff Involvement:

    • Include Glides management in housekeeping routines.

    • Ensure that empty or non-functional Glides are replaced promptly upon receiving alert notifications.

  • Connectivity:

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

  • Guest Communication:

    • Permit the placement of instructional and promotional materials in guest rooms.

    • Encourage guests to use Glides through staff interactions.

  • 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 provided to the Company remain the exclusive property of the Provider at all times.

  • The Company is prohibited from modifying, changing, selling, leasing, transferring, or otherwise disposing of the Glides or their accessories.

4.4  Exclusivity

·       While actively working with Provider, the Company agrees that Glides supplied by Provider are the sole beverage product with capacity over 50 liquid ounces. Company agrees not to use, sell, promote, or facilitate the use of any beverage product, machine, or dispenser that stores or dispenses more than 50 ounces of liquid in the Company's hotel rooms, except for, coffee machines that solely dispense hot, black coffee, and require a water reservoir tank to operate.

·       Both parties acknowledge that this exclusivity provision is material to the agreement and critical to maintaining the unique value proposition of the product or service provided.

4.5 Accuracy of Information

  • The Company confirms that all information provided during the signup process, including hotel name, address, and total number of rooms, 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 to the Provider.

  • The One-Time Setup Fee is calculated based on total number of rooms per hotel location, unless otherwise agreed to in writing by both parties.

  • The fee is to be paid in one lump sum via a payment method of the Provider’s choosing.

  • Payment of the One-Time Setup Fee is required prior to the delivery and deployment of Glides at the hotel location(s).

5.2 Replacement Fee

  • The Company agrees to pay a Replacement Fee of $100 per Glide when a Glide or its accessories enter an Unusable State while at the hotel location(s).

  • The Replacement Fee is payable within 7 days of notification from the Provider.

6. Performance Metrics

6.1 Monitoring and Reporting

  • Data Access: The Company will have real-time access to Glide inventory data via a secure dashboard.

  • The Provider will monitor Glides usage and provide performance and sales reports to the Company.

6.2 Operational Performance

  • Both parties agree to cooperate to optimize the operation of Glides, enhancing guest satisfaction and maximizing usage.

7. Glide-Room Capacity and Power Requirements

·       Definition of Glide-Room Capacity: “Glide-Room Capacity” is calculated as the total number of rooms at the Company’s hotel location(s) multiplied by the agreed-upon number of Glides per room.

·       (b) 80% Power Usage Requirement: The Company shall ensure that, at all times, at least eighty percent (80%) of the Glides corresponding to the Glide-Room Capacity remain powered (i.e., “plugged in” and actively drawing power). The Provider monitors powered status via its database systems.

·       (c) Notifications of Non-Compliance: The Provider shall notify the Company in writing (email is sufficient) if the percentage of Glides powered falls below the 80% threshold. If the Company receives three (3) such notifications within any rolling three-month period, the Provider may deem the Company to be in material breach of this OA.

8. Breach and Additional Remedies
In the event the Company persists in maintaining less than 80% of the required Glide-Room Capacity powered after three (3) notifications of non-compliance:

  1. The Provider shall be entitled to declare the Company in breach of this OA and pursue early termination under Section 12.2.

  2. The Company shall be liable to the Provider for a fee equivalent to its original One-Time Setup Fee, payable within fifteen (15) days of the Provider issuing formal notice of this continued power usage shortfall.

  3. Such remedies shall be in addition to any other rights and remedies available to the Provider under this OA or applicable law.

9. Return of Equipment

  • Upon termination of services, all Glides and accessories must be returned to the Provider.

  • The Provider will schedule the retrieval of Glides, Glide accessories, and all other Provider property within 14 days of cancellation and ensure the process is completed smoothly.

9.2 Settlement of Outstanding Fees

  • Any outstanding fees, including but not limited to Replacement Fees or other amounts due, must be settled within 15 days of the termination date.

10. Dispute Resolution

10.1 Good Faith Negotiations

  • In the event of any disputes, both parties agree to attempt to resolve issues through good faith negotiations.

10.2 Mediation and Arbitration

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

  • Should mediation be unsuccessful, the matter will be settled by binding arbitration under the laws of Florida.

11. Liability and Indemnification

11.1 Limitation of Liability

  • Neither party shall be held liable for indirect, incidental, or consequential damages arising from this agreement.

11.2 Indemnification

  • Each party will indemnify and hold the other harmless from any claims arising from their own negligence or misconduct.

11.3 Product-Related Claims
The Company acknowledges that the Provider’s beverages, Glides, and accessories must be stored, handled, and maintained in accordance with the Provider’s guidelines. Except to the extent a claim arises from the Provider’s direct negligence or willful misconduct, the Company shall defend, indemnify, and hold the Provider (and its officers, directors, employees, and agents) harmless against any and all third-party claims, liabilities, losses, damages, or expenses (including reasonable attorneys’ fees and costs) arising out of or relating to:

  1. Alleged illness or injury sustained by any guest, visitor, or employee due to consumption or use of the beverages or products, if such illness or injury was caused by the Company’s improper storage, handling, or use of the Provider’s products.

  2. Any failure by the Company to comply with labeling or disclosure requirements (e.g., known allergens) communicated by the Provider or mandated by law.

  3. Any modifications or tampering with the Provider’s beverages, Glides, or related accessories after the Provider has delivered them in good operating condition.

12. Confidentiality

  • Both parties agree to maintain the confidentiality of all proprietary and sensitive information shared during the term of this agreement.

13. Miscellaneous

13.1 Force Majeure

  • Neither party will be held liable for delays or failures in performance due to circumstances beyond their control (e.g., natural disasters, emergencies).

13.2 Governing Law

  • This agreement will be governed by and construed in accordance with the laws of Florida, USA.

13.3 Entire Agreement

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

13.4 Notices

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

13.5 Amendments and Provider’s Right to Update Terms
The Provider reserves the right, at its sole discretion, to revise, modify, or otherwise update the terms and conditions of this Operational Agreement at any time. The Provider shall furnish the Company with written notice (including, but not limited to, email) of any such changes prior to the effective date. If the Company does not accept the revised terms, it may exercise any applicable termination rights under this Agreement. Absent such termination, the Company’s continued engagement with, or use of, the Glides and related services shall constitute the Company’s acceptance of the revised terms.

Acceptance

By proceeding with the signup process provided by Provider e.g. signup form on website, the person performing the signup confirms that:

  • They are authorized to act on the Company's behalf and to enter into this Operational Agreement.

  • All information provided during the signup process, including hotel name, address, and total number of rooms, is accurate and complete.

The Company confirms acceptance of all terms outlined in this Operational Agreement. This digital acceptance is legally binding and serves as confirmation of the Company's commitment to the terms herein.