Merchandise Rental, Lease & Service Agreement

BY ACCEPTING THIS AGREEMENT, BY (1) CLICKING A BOX INDICATING ACCEPTANCE, OR (2) EXECUTING AN ORDER FORM THAT REFERENCES THESE TERMS, CUSTOMER AGREES TO THE TERMS OF THIS AGREEMENT.

IF THE INDIVIDUAL ACCEPTING THIS AGREEMENT IS ACCEPTING ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, SUCH INDIVIDUAL REPRESENTS THAT THEY HAVE THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THESE TERMS, IN WHICH CASE THE TERM “CUSTOMER” SHALL REFER TO SUCH ENTITY AND ITS AFFILIATES. IF THE INDIVIDUAL ACCEPTING THIS AGREEMENT DOES NOT HAVE SUCH AUTHORITY OR DOES NOT AGREE WITH THESE TERMS AND CONDITIONS, SUCH INDIVIDUAL MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE THE SERVICES.

These ValetPress US Customer Terms and Conditions (“Terms“) are expressly incorporated into and made a part of the ValetPress Form (“Order Form”) (the Order Form and these Terms, collectively, “Agreement”) between you (“you” or “Customer”) and ValetPress, Inc, , Merchant Cleaner Partners, and or Affiliates (“ValetPress” or “Company”). This Agreement shall govern the provision of ValetPress Customer Services (as defined below) in the United States and its territories.

Section 1 – General Description of Services

(a) Company agrees to supply and Customer agrees to rent, or lease garments and/or other items and or services (collectively, “Merchandise/Services”) as described on Schedule I attached hereto and related services (the “Services”) exclusively from Company and its Merchants. The rental/lease/service charges and the loss and ruin charges for the Merchandise and Services are all set forth on Schedule I.

(b) The Merchandise and Services shall be provided at those Customer locations identified on Schedule II attached hereto, and at all other additional locations where the decision has been made to utilize textile rental services, all of which shall be in accordance with the terms, conditions, and schedule of charges set forth herein or on the schedules attached hereto. For Customer locations serviced by Company, and/or Merchant Partner prior to the Effective Date (defined in Section 4) of this Agreement, any such charges shall be implemented within forty-five (45) days from the Effective Date of this Agreement. Customer acknowledges and agrees that it will provide prompt written notice to Company of any newly opened or acquired location(s).

(c) All Merchandise supplied to Customer under this Agreement is the property of Company, and or its Merchant Cleaner Partners or and shall be promptly returned on demand. Customer agrees to be responsible for Merchandise lost or damaged except where Customer elects ValetCare coverage and identified on the Schedule 1 to replace items through normal wear and tear.

Section 2 – Invoicing Upon Delivery of Merchandise

(a) At the time of delivery of the garment Merchandise to each Customer location served by Company, Customer when applicable, the customer will receive an invoice setting forth the name of each employee, each employee’s individual laundry mark, and the specific weekly charge for each employee when applicable (not included with laundry service). Customer is responsible for the charges applicable to each employee without regard to the absence of any employee for any reason.

(b) Customer’s management shall designate specific personnel at each Customer location who shall have responsibility for notifying Company’s representative of any personnel changes and of any new inventory requirements. Company’s representative shall be so notified at the time of delivery of the Merchandise.

(c) Upon completing delivery of Merchandise, Company’s representative shall furnish Customer an electronic copy of the invoice related thereto.

(d) Customer is responsible for damaged or lost merchandise billed at the replacement or retail rate listed on Schedule 1 or invoice.

Section 3 – Customer Locations with Pre-existing Contracts with Third Parties

(a) Customer locations not within areas served by Company are listed on Schedule III attached hereto. At Customer’s request, and where reasonably possible, Company shall use its best efforts to obtain a Merchant Cleaner Partner to perform services hereunder on the same terms and conditions as are contained in this Agreement. It is understood between the parties that in some instances Company may be unable to obtain such a supplier, or may be unable to obtain such a supplier on the same terms and conditions as are contained herein. In such an event, Customer shall have the option to accept or reject the terms of service proposed by any such supplier.

(b) Schedule IV attached hereto sets forth all Customer locations which are party to a pre-existing textile rental agreement with another textile rental service company.

(c) In the event Customer has any pre-existing agreements with another textile rental service company, Customer shall at the first available instance terminate all such pre-existing agreements with such other companies and contract for services with Company; provided that, nothing contained herein shall be construed to require either party to breach an otherwise enforceable contract between either party and any third party.

(d) Promptly after the effectiveness of this Agreement, Customer shall notify such other textile rental company in writing (with a copy to Company) so that any automatic renewal clauses called for in any such pre-existing agreements will not take effect.

Section 4 – Term of Agreement & Cancellation

The initial term of this Agreement shall be for one hundred and fifty-six (156) consecutive weeks from the service commencement date (the “Effective Date”). Thereafter, this Agreement shall automatically be renewed for successive fifty-two (52) consecutive week periods unless either party gives the other party written notice of termination (by means of U.S. mail, return receipt requested, and or) at least ninety (90) days before the end of the then-current term (or any renewal term) of this Agreement. In addition, Customer acknowledges and agrees that any location (including any location covered by a pre-existing agreement with another textile rental company) that is installed with Merchandise at any time during the last one hundred and fifty-six (156) consecutive weeks of this Agreement, shall continue to lease all of its Merchandise and related Services exclusively from Company for at least one hundred and fifty-six (156) consecutive weeks from the date Merchandise was first installed on the premises of such location, regardless of the expiration or termination of this Agreement for any other Customer location.

Section 5 – Timing of Payments

All lease maintenance, rental/service, and other charges are due and payable at the time of delivery or Company will provide Customer with periodic statements (based on approved credit) and Customer will complete payment to the Company by the due date specified on the statement. Customer agrees to pay ValetPress a late payment charge equal to the lesser of 1.5% per month (18% per year) or the maximum permitted by law for any payments not received by ValetPress by the applicable due date.

Section 6 – Increases in Charges

(a) The terms of this Agreement shall apply to all increases or additions in Merchandise and related Services.

(b) Customer agrees that all charges shall be increased annually from the date of this Agreement in an amount up to the percentage change in the Consumer Price Index over the previous 12 months or 5%, whichever is greater. Company may increase unit prices and other fees and charges if it incurs increases in its cost of performing services, and/or providing supplies due to circumstances beyond reasonable control.

(c) Customer agrees that if its rental/lease/service volume at any location is less than $60, Customer will be subject to a minimum invoice charge bringing its invoice up to $60 at any such location.

(d) Customer shall be responsible for any sales or use taxes or other governmental impositions of any kind on the amounts owed by Customer to Company (or collected by Company from Customer) under this Agreement (except for any income taxes which are the responsibility of Company).

Section 7 – Exclusive use of Merchandise & Services

(a) The Merchandise and related Services described herein shall not be reduced, except that Customer may reduce the garments and services related thereto in the event an employee is no longer employed by Customer and is not replaced by another employee. Customer agrees to immediately notify Company in writing of any employee’s termination and agrees to immediately return all Merchandise issued to such employee.

(b) With respect to the Merchandise and related Services covered by this Agreement, Customer acknowledges that Company’s Merchandise and related Services are not interchangeable with those of other textile rental service companies. In order to avoid the intermixing of Merchandise and Services with those of other textile rental service companies, Customer agrees that during the term of this Agreement and any renewal term, Customer will use only Company’s Merchandise and Services for Customer’s total requirements including new additional locations opened by Customer, and will have Company’s Merchandise processed only by Company and its Merchant Cleaner Partners.

Section 8 – Termination of Agreement for Cause

Customer may terminate this Agreement for any individual location for deficiencies in Services and/or quality of Merchandise provided:

(1) Complaints are first made promptly in writing to Company’s branch serving the Customer location (with a copy sent by U.S. mail, return receipt requested, addressed to Director of Operations, ValetPress, Inc. , 2950 Buskirk Ave. #300 Walnut Creek, CA 94597, stating the precise nature of any complaints; or by email to: [email protected]

(2) Company is afforded at least thirty (30) days to correct or begin to take reasonable steps to correct any deficiencies complained of; and

(3) Company fails to correct or begin to take reasonable steps to correct the deficiencies complained of within thirty (30) days.

In the event Customer complies with the foregoing and Company fails to correct or begin to take reasonable steps to correct such deficiencies, Customer may terminate this Agreement at any such location.

Section 9 – Amounts Payable Upon Termination

(a) Upon any termination (with or without cause) or expiration of this Agreement, Customer agrees to pay all Merchandise loss/ruin charges for items that are lost and/or damaged and all unpaid statements for each and every location so terminated or expired.

(b) Customer acknowledges that Company will make an investment in Merchandise in order to service the needs of Customer. In order to estimate Customer’s needs with respect to “Special Items” (defined to mean any items that are embroidered or that are not otherwise part of Company’s standard product line and/or denoted with an “*” on Schedule I), Customer acknowledges that it has provided Company with a forecast of Customer’s anticipated initial requirements of Special Items for installation at Customer locations during the first twelve (12) months of this Agreement. Customer represents and warrants that, to the best of its knowledge, the forecast it provided to Company is true and complete in all material respects. Company will use such forecast to complete the initial rollout of Special Items to Customer’s locations and to build an inventory of Special Items from which Company will service Customer’s locations during the term of this Agreement.

(c) Upon any cancellation, breach or other early termination of this Agreement by Customer, without cause, Customer shall pay Company as liquidated damages (intended as a good faith pre-estimate of the actual damages Company would incur and not as a penalty) for each and every location so terminated, an amount equal to the greater of (i) fifty percent (50%) of the average weekly charges at such location(s) during the three (3) months prior to termination times the number of weeks remaining in the term (or any renewal term) of this Agreement or (ii) the then-current loss/ruin charge for each item of Merchandise being provided to Customer at such location(s).

(d) Upon (i) any termination of this Agreement in whole or in part, whether or not for cause, (ii) the final expiration of this Agreement or (iii) the Customer’s or any location’s change of the specifications of any Special Items, Customer shall purchase from Company all Special Items in stock or committed by Company to Customer’s service (in-service and shelf inventory, as well as manufacturer’s supplies ordered by Company). The purchase price for such Special Items shall be the loss/ruin charges set forth on Schedule I, as applicable.

(e) Customer also acknowledges that Company is making an investment in emblems that are unique to Customer (the “Special Emblems”). In order to ensure that Customer has a sufficient supply of such Special Emblems during the life of this Agreement, Company will begin a “stock and hold” program for such Special Emblems whereby Company will initially purchase a quantity of emblems sufficient to satisfy an estimated 1 month supply of such Special Emblems (based on estimates provided to Company by Customer) and thereafter will purchase additional Special Emblems from time to time. Customer agrees that upon (i) any termination of this Agreement in whole or in part, whether or not for cause, (ii) the final expiration of this Agreement or (iii) the Customer’s or any location’s change of the specifications of any Special Emblems, Customer shall purchase from Company all Special Emblems in stock (as well as manufacturer’s supplies ordered by Company). The purchase price for such Special Emblems shall be specified on Schedule I, as applicable.

Section 10 – Force Majeure Events

Each of Company and Customer hereby waives all claims against each other for damages arising from interruption or postponement of service caused by reason of acts of God, strikes, lockouts or other industrial disturbances, wars, riots, arrests, explosions, fire, accidents or any other cause. Upon discontinuance of the cause(s) of interruption or postponement of service, Company shall resume normal service and the then current term of this Agreement shall be extended by a period equal to the period of the interruption or postponement.

Section 11 – Adequacy of Merchandise

The Merchandise supplied under this Agreement is not flame resistant or resistant to hazardous chemicals and contains no special flame resistant or hazardous chemical resistant features. The Merchandise is not designed for use in areas of flammability risk or where contact with hazardous materials is possible. Flame resistant and acid resistant Merchandise is available from Company on request.

Customer is responsible for determining that all of the Merchandise being provided by Company is appropriate for the intended use of Customer and its employees. Customer assumes all risks associated with the use of the Merchandise. Company shall not be liable for any loss, injury, or death arising out of the use of any Merchandise, except to the extent such loss, injury or death is due to the willful misconduct of Company or its agents or employees.

Customer warrants that none of the employees for whom Merchandise is supplied pursuant to this Agreement require clothing that is resistant to hazardous flames or chemicals.

Customer is obligated to notify Company of any bio, toxic or hazardous substance introduced onto the Merchandise and agrees to be responsible for any loss, damage, or injury experienced by Company or its employees as a result of the existence of such substances. Company reserves the right not to handle or process any Merchandise soiled with bio, toxic or hazardous substances. Customer agrees to indemnify Company from and against any losses, claims, expenses, damages, or liabilities, including reasonable attorney’s fees incurred by Company as a result of any Merchandise being soiled with a toxic or hazardous substance.

Section 12 – Quality of Merchandise & Services

Company warrants to Customer that, so long as Customer shall not be in default of any of the provisions of this Agreement, Company shall provide Customer the services as described, with Merchandise freshly processed, mended and finished in accordance with generally accepted standards of the textile industry. Where ValetCare Coverage is applied, Company will replace Merchandise worn out through normal wear and tear that can no longer be rendered adequately serviceable.

Company makes no other warranty, express or implied, as to any other matter whatsoever, including without limitation, as to the reflectivity of the Merchandise.

Customer acknowledges that no standards or minimum performance requirements have been established for reflectivity of Merchandise and that Customer has independently investigated merchandise available to satisfy its needs and has relied on its own investigation and not upon any representations, expressed or implied, by Company to select the Merchandise set forth and identified in this Agreement.

Company shall not be liable either in tort or in contract for any loss or damage, direct, incidental or consequential, arising out of the use of, or the inability to use, the Merchandise. Customer agrees to indemnify, defend and hold harmless Company from any and all losses, claims, expenses, damages or liabilities, including reasonable attorney’s fees incurred by Company as a result of Customer’s use or misuse or loss of the Merchandise or the degradation or loss of reflective properties of the Merchandise.

Customer explicitly acknowledges that reflective properties of Merchandise will be reduced and ultimately lost through laundering of the Merchandise. Replacement of such Merchandise, based solely on lost or reduced reflectivity will be at Customer’s expense.

Section 13 – Indemnification

Company agrees to indemnify, defend and hold harmless Customer, its affiliates, parent companies, subsidiary companies, and each of their officers, agents, employees and directors from and against any and all losses, claims, lawsuits, damages, proceedings, suits and actions, costs and liabilities, including any related liabilities, obligations, losses, damages, penalties, fines, judgments, settlements, costs and expenses (including reasonable attorneys’ fees and disbursements) (collectively “Losses’) arising out of or related to the acts or omissions of Company, Company’s employees or any third party with which Company has subcontracted. Without limiting the foregoing, this includes Losses arising out of Company’s employee’s claims for compensation and/or benefits, and any losses arising out of Company’s employee’s (or subcontractor’s employees) personal injuries, employment-related injuries, property damage, or death.

Customer agrees to indemnify, defend and hold harmless Company, its affiliates, parent companies, subsidiary companies, and each of their officers, agents, employees and directors from and against any and all losses, claims, lawsuits, damages, proceedings, suits and actions, costs and liabilities, including any related liabilities, obligations, losses, damages, penalties, fines, judgments, settlements, costs and expenses (including reasonable attorneys’ fees and disbursements) (collectively “Losses”) arising from Customer’s negligence or reckless or intentional misconduct.

Section 14 – Insurance

Company, and or its Affiliated Merchant Cleaner Partners shall provide workers’ compensation insurance as required by applicable state laws. In addition, Company, and Merchants shall carry comprehensive general liability insurance (including, but not limited to, bodily injury, property damage, products/completed operation, contractual, acts of independent contractors and broad form vendor’s coverage), and automobile liability insurance, each with per occurrence combined single limits of $1,000,000 (in combination with excess/umbrella liability coverage as may be necessary to meet the required limits). Company shall furnish to Customer, upon request, a certificate of insurance indicating that such coverage is in effect each policy year.

Section 15 – Binding Agreement

This Agreement shall be binding upon and shall inure to the benefit of the parties hereto, their heirs, administrators, executors, successors or assigns.

Section 16 – Integrated Agreement

This Agreement and any and all identified Schedules incorporated by reference herein or physically attached hereto set forth the entire agreement and understanding between the parties as to the subject matter set forth herein and merge and supersede all prior discussions, agreements and understandings of any kind and every nature between them with respect to such subject matter. There are no separate contemporaneous agreements, either oral or written, which change, modify or contradict this Agreement.

Section 17 – Voluntary Agreement Subject to Reasonable Interpretation

Customer acknowledges that it has not been induced to enter this Agreement by any representations or statements, oral or written, not expressly contained in this Agreement. The terms and conditions of this Agreement shall prevail, notwithstanding any variance with the terms and conditions of any purchase order or other instrument submitted by Customer. Such purchase order or other instrument shall be for Customer’s internal use only. Any ambiguities in this Agreement will not be strictly construed against the drafter of the language but shall be resolved by applying the most reasonable interpretation under the circumstances, giving full consideration to the intentions of the parties at the time of contracting. This Agreement may not be construed against any party by reason of its preparation.

Section 18 – Mandatory Arbitration of Disputes

Any controversy, claim or dispute arising out of or relating to this Agreement shall be settled by binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules, and judgment on the award rendered by the arbitrator(s) may be entered in any court of competent jurisdiction. The arbitration shall be held in San Francisco, California and each party agrees to pay its own costs and expenses (including attorney’s fees) and agrees to share equally the fees owed to the AAA. Notwithstanding any conflicts of laws doctrine or any other similar doctrines, this Agreement shall be governed by and construed in accordance with the laws of the State of California. The arbitration and this arbitration provision shall be governed by the Federal Arbitration Act, in conformity with the procedures set forth in the California Arbitration Act.

Section 19 – Confirming Acceptance of this Agreement

Customer confirms that by accepting this Agreement, no existing contract to which Customer is a party is, or will be, breached.

Section 20 – Severability

This Agreement shall be construed to be several in its nature, and as such, if for any reason any section or portion of any section is subsequently determined to be invalid or unenforceable, or in need of modification by any court or by the arbitrator for any reason, then and in that event, the rest of this Agreement shall stand and be in full force and effect as modified, except insofar as the invalid portion thereof shall be stricken.

Section 21 – Authority to Contract

Customer has read the foregoing in its entirety and understands all of its terms and conditions, and warrants to Company that the person accepting on behalf of Customer has the authority and power to execute this Agreement on behalf of Customer, and after the execution hereof Customer is bound by all of the terms and conditions herein.

IN WITNESS WHEREOF, the undersigned, by their duly authorized representatives, have executed this Agreement as of the day and year of its acceptance.

Appendix 1

SCHEDULE II

Appendix 2

CUSTOMER LOCATIONS

(To be attached by Customer)

Appendix 3

SCHEDULE III

Appendix 4

CUSTOMER LOCATIONS IN AREAS

Appendix 5

NOT SERVICED BY COMPANY

Appendix 6

SCHEDULE IV

Appendix 7

CUSTOMER LOCATIONS SUBJECT TO PRE-EXISTING AGREEMENTS

(To be attached by Customer)