Quantum Fox Ventures Master Service Agreement (MSA)

MASTER SERVICE AGREEMENT (MSA)

BETWEEN:
QUANTUM FOX VENTURES INC., a corporation incorporated under the laws of Alberta, doing business as "KIO Sense" and/or "KIO Vending" (hereinafter referred to as "Service Provider" or "KIO")

AND:

THE CLIENT, as identified in the applicable Service Order (hereinafter referred to as "Client")

(Individually a "Party" and collectively the "Parties")

1. SCOPE AND STRUCTURE

1.1 Master Agreement. This Master Service Agreement ("Agreement") sets forth the general terms and conditions under which KIO will provide automated retail, micro-market, and food service solutions ("Services") to the Client. 1.2 Service Orders. Specific details regarding the location, equipment type, and financial model (e.g., Subsidy, Zero-Cost) will be set forth in a separate "Service Order" or "Location Agreement" signed by both Parties. In the event of a conflict between this MSA and a Service Order, the Service Order shall prevail. 1.3 Exclusivity. During the Term of this Agreement, Client grants KIO the exclusive right to install and operate automated food and beverage dispensing equipment (including vending machines, smart coolers, and micro-markets) within the designated areas of the Client’s premises ("Location"). Client shall not permit the installation of competing third-party equipment without KIO’s prior written consent.

2. INSTALLATION AND CLIENT OBLIGATIONS

2.1 Access and Premises. Client shall provide KIO with reasonable access to the Location for the purpose of installing, restocking, cleaning, and maintaining the Equipment. 2.2 Infrastructure (Power). Client shall provide, at its sole expense, a dedicated standard 110V electrical outlet necessary for the safe operation of the Equipment. KIO shall not be liable for product spoilage caused by building power outages or electrical interruptions. 2.3 Equipment Security. Client agrees to take reasonable precautions to protect the Equipment from vandalism, misuse, or intentional damage while located on its premises.

3. FINANCIAL TERMS AND PAYMENTS

3.1 Fees. Client shall pay KIO the fees specified in the Service Order (e.g., monthly subsidies or rental fees), if any. All invoices are due Net 30 days from the invoice date. 3.2 Inventory Shrinkage & Theft Policy. Client acknowledges that open-access retail systems operate on a trust-based model.

· (a) Shrinkage Allowance: KIO assumes a monthly inventory loss allowance (due to theft or user error) of up to 2.0% of the Cost of Goods Sold (COGS) for the specific Location.

· (b) Excess Liability: Any inventory loss exceeding this 2.0% threshold (as determined by KIO’s inventory audit) shall be deemed the responsibility of the Client and billed monthly at cost. This provision encourages the Client to maintain a secure environment in the breakroom area.

4. TITLE AND RISK OF LOSS

4.1 Ownership. All Equipment (including machines, coolers, kiosks, signage, and cabinetry) installed by KIO shall remain the sole and exclusive property of Quantum Fox Ventures Inc. 4.2 Insurance. KIO shall maintain a Commercial General Liability (CGL) insurance policy with a limit of not less than $5,000,000 CAD.

5. TERM AND TERMINATION

5.1 Initial Term. The Initial Term of this Agreement shall be as specified in the Service Order (defaulting to 36 months if not otherwise specified). This Agreement shall automatically renew for successive 12-month periods unless terminated in accordance with this Section. 5.2 Termination for Cause. Either Party may terminate this Agreement if the other Party materially breaches any term and fails to cure such breach within thirty (30) days of receiving written notice. 5.3 Early Termination Fee (Capex Recovery). If Client terminates this Agreement without cause prior to the expiration of the Initial Term, Client shall pay KIO an "Early Termination Fee" equal to the unamortized portion of the installation, setup, and equipment depreciation costs, plus reasonable equipment removal costs.

6. LIMITATION OF LIABILITY

6.1 Liability Cap. KIO’s total liability for any claim arising out of or relating to this Agreement shall not exceed the total amount paid by Client to KIO in the six (6) months preceding the claim, or the limit of the applicable insurance policy, whichever is greater. 6.2 Waiver. In no event shall KIO be liable for any indirect, incidental, or consequential damages (including loss of employee productivity).

7. GENERAL PROVISIONS

7.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the Province of Alberta and the federal laws of Canada applicable therein. The Parties hereby submit to the exclusive jurisdiction of the courts located in Calgary, Alberta. 7.2 Entire Agreement. This MSA, together with the applicable Service Order and Service Level Agreement (SLA), constitutes the entire agreement between the Parties.