Master Service Agreement

This Master Service Agreement ("Agreement") governs the relationship between OSM Solutions, LLC ("OSM Solutions") and the licensed store operator identified in an executed Project Quote ("Customer"). It covers hardware, software, installation, content management, and ongoing support services for digital menu board systems provided through the Menuboard Manager platform.

By executing a Project Quote that references this Agreement, Customer agrees to be bound by all terms herein. Questions? Contact us at [email protected].

Definitions

• 1.1"Agreement" means this Master Service Agreement, all Project Quotes, and any Exhibits or Statements of Work incorporated herein.
• 1.2"Customer" means the licensed store operator that executes this Agreement or an associated Project Quote.
• 1.3"Equipment" means the commercial-grade display hardware, media players, mounts, cabling, and ancillary components provided by OSM Solutions.
• 1.4"Software" means Menuboard Manager, the cloud-based digital menu board content management system, including all updates, patches, and features.
• 1.5"Services" means all hardware, Software, installation, content management, technical support, warranty concierge services, and related professional services provided under this Agreement.
• 1.6"Project Quote" means a written or electronic order, quote, or statement of work that references this Agreement and describes specific Equipment, Software, and Fees.
• 1.7"Subscription Term" means the period during which Customer is licensed to use the Software, as set forth in the applicable Project Quote.
• 1.8"Applicable Brand Standards" means the content, creative, and operational guidelines issued by Customer's brand licensor governing digital menu display in licensed store locations.
• 1.9"Manufacturer" means the original equipment manufacturer of any Equipment item (e.g., Samsung, LG), and "Manufacturer Warranty" means that manufacturer's warranty applicable to the Equipment.

Scope of Services

Fees & Payment Terms

• 3.1Invoicing. OSM Solutions will invoice Customer per the schedule above. All invoices are payable within 30 days of the invoice date unless otherwise stated in the Project Quote.
• 3.2Late Payments. Overdue balances accrue interest at 1.5% per month (or the maximum rate permitted by law, whichever is less). OSM Solutions may suspend Services after 15 days' written notice of a past-due balance. A past-due balance that remains uncured beyond the notice period constitutes a material breach for which OSM Solutions may pursue termination and collection under Section 13.
• 3.3Taxes. Fees are exclusive of applicable sales, use, and similar taxes. Customer is responsible for all such taxes except those based on OSM Solutions' net income.
• 3.4Price Adjustments. OSM Solutions may adjust Annual Subscription fees upon 30 days' written notice prior to any renewal term. Hardware and installation fees are fixed per the executed Project Quote.
• 3.5Conditions Precedent to Shipment and Scheduling. Notwithstanding any other provision of this Agreement, OSM Solutions shall have no obligation to ship Equipment, order Equipment from its suppliers, or schedule installation until all of the following have been received and, in the case of payment, cleared: (a) a Project Quote executed by Customer; (b) a completed new customer onboarding form in the form provided by OSM Solutions; and (c) the initial hardware payment due at order under this Section 3. Any delivery or installation dates referenced in a Project Quote are estimates only and do not begin to run until these conditions are satisfied. OSM Solutions is not responsible for delays, missed delivery windows, or rescheduling costs resulting from Customer's failure to satisfy these conditions.

Term & Renewal

Service Level Agreement & Support

Customer Obligations

• 6.1Network Access. Customer shall provide and maintain a stable, high-speed wired internet connection (minimum 25 Mbps download/upload) at each installation location throughout the Subscription Term.
• 6.2Site Readiness. Customer shall ensure the installation site is code-compliant, accessible, and ready on the scheduled installation date. Delays caused by site unreadiness may result in rescheduling fees.
• 6.3Authorized Use. Customer shall use the Software and Equipment solely for lawful purposes and in compliance with Applicable Brand Standards. Customer shall not attempt to modify, reverse-engineer, or sublicense the Software.
• 6.4Account Security. Customer is responsible for maintaining the confidentiality of all user credentials and for all activity that occurs under Customer's account.
• 6.5Accurate Information. Customer shall promptly notify OSM Solutions of any changes to location addresses, contact information, or store operating status.

Hardware Warranty

• 7.1Manufacturer Warranty. All commercial display hardware and media players sold under this Agreement are covered solely by the original equipment Manufacturer's warranty (e.g., Samsung, LG), and not by any independent warranty from OSM Solutions. The scope, duration, terms, and exclusions of all hardware warranty coverage are determined solely by the applicable Manufacturer. OSM Solutions makes no independent warranty as to Equipment beyond passing through the Manufacturer Warranty to Customer to the extent such warranty is transferable.
• 7.2Warranty Concierge. As a convenience to Customer, OSM Solutions will act as warranty concierge, coordinating and submitting Manufacturer warranty claims on Customer's behalf and arranging on-site service where the Manufacturer authorizes it. Site visits may require an additional technician to remove and re-install Equipment, which may incur a fee billable to Customer. OSM Solutions' sole obligation under this Section is to use commercially reasonable efforts to coordinate covered claims with the Manufacturer.
• 7.3Manufacturer Decisions. All warranty determinations — including whether a claim is approved or denied, the timeline for repair or replacement, the availability of parts or replacement units, and the method of remedy — are made solely by the Manufacturer. OSM Solutions does not control and is not responsible for the Manufacturer's decisions, delays, denials, product or part discontinuations, or any gap or lapse in Manufacturer coverage. OSM Solutions shall not be liable for any loss, downtime, cost, or damage arising from a Manufacturer's warranty determination or from the expiration or unavailability of Manufacturer coverage.
• 7.4Exclusions. No warranty covers damage from misuse, accidents, unauthorized modifications, power surges, improper installation, or failure to maintain adequate environmental conditions. Cosmetic damage not affecting functionality is excluded. All exclusions are ultimately governed by the applicable Manufacturer Warranty terms.
• 7.5Title & Risk. Title to Equipment purchased outright transfers to Customer upon full payment. Risk of loss transfers upon delivery. Equipment financed or subject to a lease is governed by the applicable financing agreement.
• 7.6Customer Self-Installation. In certain circumstances, Customer may elect to perform its own installation, or OSM Solutions may decline to perform installation where, in OSM Solutions' sole judgment, site conditions, existing mounts, or other factors would prevent a safe or satisfactory result ("Self-Install"). Where a Self-Install applies: (a) OSM Solutions' scope is limited to the supply of Equipment and Software, and all installation, mounting, cabling, and physical setup are the sole responsibility of Customer or Customer's chosen installer; (b) OSM Solutions makes no representation or warranty as to installation quality, mounting integrity, display safety, or the fitness of any existing or Customer-supplied mounts, brackets, or hardware, and disclaims all liability for property damage, personal injury, or Equipment damage arising from the Self-Install; (c) the Manufacturer Warranty under Section 7.1 does not cover any defect, failure, or damage caused by or related to the Self-Install, including improper mounting, inadequate support structures, or incorrect cabling — any on-site service required as a result of a Self-Install issue is billable at OSM Solutions' then-current rates; and (d) Customer assumes all risk associated with the Self-Install and shall indemnify OSM Solutions against any third-party claim arising from the installation or use of Equipment that Customer or its installer set up.

Intellectual Property & License

Confidentiality

• 9.1Obligations. Each party ("Receiving Party") agrees to hold the other party's ("Disclosing Party") Confidential Information in strict confidence and not to disclose it to third parties or use it for any purpose other than performing under this Agreement.
• 9.2"Confidential Information" means any non-public business, technical, financial, or operational information disclosed by one party to the other, whether marked confidential or not, if a reasonable person would consider it confidential given the nature of the information and the circumstances of disclosure.
• 9.3Exceptions. Obligations do not apply to information that is (a) publicly available through no fault of the Receiving Party, (b) independently developed, (c) rightfully received from a third party without restriction, or (d) required to be disclosed by law or court order (with prompt notice given).

Warranties & Disclaimers

Limitation of Liability

• 11.1Exceptions. The limitation of liability does not apply to: (a) either party's indemnification obligations; (b) Customer's payment obligations; (c) breach of confidentiality; or (d) damages arising from gross negligence or willful misconduct.

Indemnification

• 12.1By OSM Solutions. OSM Solutions will defend and indemnify Customer against any third-party claim alleging that the Software, as provided and used in accordance with this Agreement, infringes a third party's intellectual property rights.
• 12.2By Customer. Customer will defend and indemnify OSM Solutions against any third-party claim arising from: (a) Customer's breach of this Agreement; (b) Customer's violation of Applicable Brand Standards; (c) Customer's use of the Services in a manner not authorized herein; (d) Customer's negligence or willful misconduct; or (e) a Self-Install as described in Section 7.6.
• 12.3Procedure. The indemnified party must promptly notify the indemnifying party of any claim, grant the indemnifying party control of the defense, and reasonably cooperate. The indemnified party may participate at its own expense.

Termination

• 13.1Either party may terminate this Agreement immediately upon written notice if the other party materially breaches this Agreement and fails to cure such breach within 30 days after receiving written notice of the breach. A past-due balance under Section 3.2 is a material breach subject to this cure provision.
• 13.2Either party may terminate immediately if the other party becomes insolvent, makes a general assignment for the benefit of creditors, or has a receiver or administrator appointed.

Data & Privacy

• 14.1Customer Data. Customer retains all rights in data Customer submits to the Software ("Customer Data"). OSM Solutions processes Customer Data solely to provide the Services and as described in the OSM Solutions Privacy Policy.
• 14.2Security. OSM Solutions implements commercially reasonable administrative, physical, and technical safeguards to protect Customer Data. OSM Solutions will promptly notify Customer of any confirmed data security breach affecting Customer Data.

General Provisions

• 15.1Governing Law. This Agreement is governed by the laws of the State of Texas, without regard to conflicts of law principles. The parties consent to exclusive jurisdiction of the state and federal courts located in Texas.
• 15.2Entire Agreement. This Agreement, together with all Project Quotes and the SLA at menuboardmanager.com/sla, constitutes the entire agreement between the parties and supersedes all prior negotiations, representations, or agreements.
• 15.3Amendments. No modification of this Agreement is effective unless in writing and signed by authorized representatives of both parties.
• 15.4Assignment. Customer may not assign this Agreement without OSM Solutions' prior written consent. OSM Solutions may assign this Agreement in connection with a merger, acquisition, or sale of substantially all of its assets.
• 15.5Force Majeure. Neither party is liable for delays or failures in performance resulting from causes beyond its reasonable control, including acts of God, natural disasters, pandemics, or internet outages beyond its network.
• 15.6Severability. If any provision of this Agreement is found unenforceable, the remaining provisions remain in full force and effect.
• 15.7Notices. All notices must be in writing and delivered by email (with confirmation of receipt) or certified mail to the addresses set forth in the applicable Project Quote.