Storage Provider Agreement ("Storage Provider Terms")

1. Applicability & Relationship to Other Agreements

The following terms set forth Event Organizer's responsibilities and obligations when receiving, storing, and/or shipping Sponsor's products in connection with an Offer. For the avoidance of doubt, the obligations in these Storage Provider Terms are in addition to and in no way in lieu of any of Event Organizer's obligations in the Event Organizer Agreement and/or the Terms. In the event of conflict between these Storage Provider Terms, the Event Organizer Agreement and/or the Terms, the stricter obligation applies (as determined by Recess and/or Sponsor, as may be applicable). Capitalized terms used herein that are not defined herein shall have the meaning ascribed to them in the Event Organizer Agreement or the Terms.

1.2 Sponsor is solely liable for delays or failures caused by its own failure to deliver product to the Event Organizer on time in accordance with any requirements set forth in the Offer or otherwise agreed by the parties or otherwise in compliance with these Storage Provider Terms. If Sponsor's delay in delivering product to the Event Organizer jeopardizes the In-Hands Date, Event Organizer may charge Sponsor a mutually agreed upon rush fee.

1.3 Event Organizer is fully liable for any delays, shortages, damage, or errors occurring after Sponsor's product is tendered to Event Organizer in good condition and on time.

2. Definitions

• "In-Hands Date" -- The date by which Sponsor's product must be received at the designated Events/location(s) and ready for use in the campaign. Time is of the essence.
• "Damaged Product" -- Any of Sponsor's product that is visibly crushed, punctured, leaking, broken, expired, or otherwise defective, including compromised packaging seals.
• "Missed Event" -- Any event or activation that cannot occur as scheduled due to late, missing, incomplete, or incorrect delivery caused by Event Organizer.
• "Inventory Discrepancy" -- Any discrepancy greater than 2% between reported and actual inventory levels.

3. Delivery & In-Hands Requirements

3.1 All products must be delivered by Event Organizer to final Venue locations by the applicable In-Hands Date(s). No grace period applies.

4. Inspection & Acceptance of Product

4.1 Upon receipt, Event Organizer must:

• Inspect for Damaged Product.
• Count all product and verify quantities match the shipment documentation.
• Report any damage, defect, or quantity discrepancy to Recess via email within 24 hours, with photographic evidence.

4.2 Failure to provide notice to Recess within this 24 hour window will result in the shipment being deemed accepted "as-is" with no claim for defects or shortages available thereafter.

5. Food & Beverage Storage Standards

5.1 Segregation of Goods -- Event Organizer must store Sponsor's food and/or beverage products physically separated from:

• All non-consumable goods
• Hazardous substances (including cleaning chemicals, paints, solvents, and fuels)
• Garbage, waste, and recyclable materials
• Odor-emitting products (e.g., soaps, detergents, cosmetics)
• Products that present a risk of cross-contamination (including allergens not declared on Sponsor's label)

5.2 Food-Safe Environment -- Event Organizer must maintain a clean, dry, pest-free environment in compliance with all applicable local, state, and federal food safety regulations, including FDA and USDA storage guidelines where applicable.

5.3 Temperature & Humidity Control -- Event Organizer must store product within the manufacturer-specified temperature range and relative humidity, with continuous monitoring and logging. Immediate corrective action must be taken if parameters are exceeded.

5.4 Pest Control -- Event Organizer must implement and maintain a documented pest prevention program, including regular inspections, bait/monitoring systems, and corrective action logs.

5.5 Sanitation Practices -- Event Organizer must maintain a documented cleaning and sanitation schedule for all storage areas, racking, and equipment used in handling the product.

5.6 FIFO Compliance -- Event Organizer must adhere to First-In, First-Out inventory rotation to ensure the earliest expiration or best-by dates ship first.

5.7 Security Measures -- Event Organizer must limit product access to authorized personnel only. Storage areas must be locked or otherwise secured when not in use.

5.8 Incident Reporting -- Event Organizer must immediately notify Recess in writing of any suspected contamination, temperature excursion, pest activity, or other condition that may compromise product quality or safety, and quarantine affected product until further instructions are received.

6. Inventory Management

6.1 Event Organizer shall:

• Maintain accurate, real-time inventory records accessible to Recess.
• Track expiration dates by batch/lot number or UPC.

7. Response Time Requirements

Event Organizer must respond to all Recess inquiries, including shipment issues, delivery confirmations, and restocking requests, within 24 hours.

8. Invoicing & Payment

8.1 All invoices must be:

• Project-specific, referencing the brand, program name, purchase order number, and date range.
• Supported by all required documentation, including Bills of Lading, delivery confirmations, and freight receipts

8.2 Reimbursements and fines under these Storage Provider Terms will be deducted as vendor credits from amounts otherwise payable under the corresponding invoice(s)

8.3 Event Organizer may not invoice in excess of the amount of an accepted Offer.

9. Remedies

Recess may exercise any of the following remedies in addition to any other remedies available at law or in equity, and are cumulative:

• Daily Late Fee: Recess may charge Event Organizer $100 per day for each day past the In-Hands Date until Event Organizer delivery is complete.
• Missed Event Penalty: $250 per Missed Event caused by the Event Organizer.
• Non-Payment for Missed Shipments: No payment will be made for any shipment tied to a Missed Event caused by the Event Organizer.
• Return & Rerouting Costs: Event Organizer shall not charge for costs for returning undeliverable goods or rerouting/reshipping inventory due to its own acts, omissions, or error, including courier/freight charges, restocking fees, and third-party handling costs.
• Inventory Discrepancy Penalty: Recess may charge Event Organizer $500 per occurrence of an Inventory Discrepancy, plus reimbursement for the wholesale value of any lost, damaged, or spoiled product associated with that discrepancy.