As a member of Cool School, you hereby agree to provide Cool School with sufficient authorization to access your purchase level data so that Cool School may secure for you the benefits of membership in Cool School (the "Member" or "District").

Membership benefits include, where applicable:

1. Loyalty Points Benefits: non-monetary Points ("Loyalty Points") for purchasing qualifying products from member manufacturers ("Sponsors"), which may be redeemed for merchandise or services available in the "Rewards Marketplace" found on www.CoolSchoolCafe.com (the "Website"). Points have no cash value.

2. Rebates: rebates on Member's purchases ("Rebates"), when available.

3. Generally: a variety of related service offerings designed to enhance the value provided to Members. These benefits include, but are not limited to, the Cool School Portal and opportunities for engagement with strategic partners' programs, and receipt of the associated benefits therewith. The Membership Benefits (defined below) are contingent upon Member's compliance with engagement and participation requirements as outlined in these Membership Terms and Conditions.

4. (the "Membership Benefits")

Authorization:

1. Loyalty Points Benefits: If Member is only participating in the Loyalty Points benefits, Member may validate purchases by visiting the Website, logging in, and clicking on the "submit proof of purchase" button on the top of the page to upload its purchases. The validation of the purchases and potential Loyalty Points earned by manual upload will be subject to verification by Cool School Cafe in its sole discretion relative to Member's qualification for receipt of Loyalty Points benefits. Loyalty Points will not be awarded until after the verification process is complete. Member may incur a Loyalty Points-based fee for manual entry of purchases.

2. For Rebates: In the event your distributor or other supplier requires Member to sign an authorization that Cool School PRIME determines to unreasonably restrict the use of Member's purchase level data, we will advise you of the same and supply you with an authorization directing your distributor or other supplier to release such data under terms that you and Cool School PRIME determine are appropriate. In addition, Member agrees to work with its distributor to ensure that any deviated price contracts available through Cool School PRIME are loaded into the distributor's order catalogue to ensure that this valuable membership benefit is available to Member.

The individual completing the membership registration (the "Applicant") and executing the related authorization hereby certifies that he or she is an authorized agent, owner, or employee of the business identified in the registration and acknowledges that they have the requisite authority to enter into a membership relationship with Cool School. To the best of Applicant's knowledge, all information provided with respect to Member is correct. If Cool School should discover that the information provided was not correct, Cool School has the right to cancel or amend Member's participation in any and all Membership Benefits and other programs available through Cool School.

Rebates: Unless a Member elects to participate in only the Loyalty Points benefits as described herein, the Member hereby acknowledges and authorizes its enrollment to the full Membership Benefits which, as set forth above, includes both Loyalty Points benefits and Rebates.

Loyalty Points Benefits; Collecting Points: Sponsors and Cool School Cafe reserve the right to determine which products will be included as a participating product and eligible to earn Loyalty Points. Sponsors and Cool School Cafe reserve the right to change the number of Loyalty Points awarded for purchases at any time. Loyalty Points are non-transferable and may not be sold or combined with other member. Any attempt to sell, combine, or transfer Loyalty Points will result in disqualification from the Membership Benefits and forfeiture of all Loyalty Points. Each Member is responsible for ensuring the accuracy of its information and is encouraged to check its information regularly. If a Member believes that Loyalty Points were not properly accrued, the Member must notify the Cool School Cafe support team within fifteen (15) days of the day the deposit had been entered on the Website. Sponsors and Cool School Cafe may offer special offers that may include bonus Loyalty Points or other additional incentives. If a Member elects to participate in the Loyalty Points benefits, only the provisions outlined in this section shall apply, and Rebates will not be provided. Cool School Cafe reserves the right to terminate the Membership Benefits at any time, for any reason, with or without notice, even though the termination may result in the Member's ability to save or redeem Loyalty Points. In the event of termination, Members will have thirty (30) days from termination announcement to redeem their Loyalty Points.

For Members opting to participate in the Loyalty Points benefits only, instead of receiving Rebates, only the provisions outlined herein relevant to the Loyalty Points section(s) shall apply.

The Applicant acknowledges that any current programs that Member wishes to continue through a direct relationship have been disclosed and Member understands that they will not be able to participate in the Membership Benefits relative to those direct programs. Further, if Cool School PRIME discovers that a Member has a direct program that has not been disclosed, Member hereby authorizes Cool School PRIME to keep the Member on the program with respect to the same. Once notified of the conflicting direct program, Member hereby agrees to cancel such direct program within five (5) business days and agrees to repay any Rebate monies Member may have earned related to such direct programs. If, after notification, Member fails to issue a termination notice of such direct program within five (5) days, Member hereby authorizes Cool School PRIME to issue such termination on Member's behalf.

By signing the Cool School membership registration, Applicant authorizes Cool School to enroll the Member in all Membership Benefits and related programs. Member authorizes Cool School to contact all suppliers listed within Member's registration in order to obtain product level data and reporting for the purpose of price verification, volume allowances, opportunity analysis, and any further purposes for which Cool School uses such data as outlined in these Membership Terms and Conditions. Applicant agrees to and acknowledges that Cool School PRIME may receive financial consideration from certain program providers based upon Member's participation through the Cool School PRIME Membership Benefits.

In order to secure the Cool School PRIME Membership Benefits, each Member must maintain a minimum level of compliance with respect to Cool School PRIME's efforts to market and obtain Member engagement with its portfolio of manufacturer contracts. While Cool School PRIME does not impose minimum levels of compliance with respect to its Members' purchasing, Cool School PRIME secures compliance to its manufacturer programs through ensuring continued consideration and engagement by the Member to the programs presented by Cool School PRIME. Specifically, in order to continue to secure the Membership Benefits, Cool School PRIME must ensure its strategic partners that the Members continue to consider and engage with and, where appropriate, buy pursuant to their programs ("CSP Compliant Member Engagement"). Member agrees to comply with the CSP Compliant Member Engagement, which Cool School PRIME reserves the right to change from time to time, such changes for which will be published herein and disclosed to Members upon publication. In addition, Member agrees to participate in periodic compliance reviews conducted by Cool School PRIME's Compliance Department, to review and receive savings opportunities as they are identified, in support of Cool School PRIME's strategic partners' products. Member agrees to: (a) consider, sample, and convert a portion of its purchasing to products presented as determined by Member based upon its total market basket purchases, (b) access the Website no less than quarterly, and (c) promptly withdraw or deposit (as the case may be) any Rebate monies remitted to Member by Cool School PRIME (to the extent applicable). Member acknowledges and agrees that Cool School PRIME requires Member's continued engagement by the Member in terms of considering opportunities for savings with Buyers Edge Platform, LLC ("BEP")'s manufacturer products, and moreover acceptance of those offers of BEP benefits that BEP extends to the Member in a timely manner. If Member fails to promptly claim any and all Rebates available to Member, such continued failure alone may result in forfeiture of any and all Rebates available to Member, as set forth herein. Member further agrees to request that their distributor or other suppliers stock such products when necessary.

Member acknowledges that while some Cool School PRIME Membership Benefits, including deviated pricing and preferred pricing through distributors, are made available to Member at the time it purchases qualifying products, where applicable, it takes Cool School PRIME approximately six (6) to nine (9) months to secure those Rebates available on Member's purchases. In this regard, Cool School PRIME traditionally remits Rebates to Members on either a quarterly or annual basis depending on the volume of qualified purchases made by the Member.

Cool School reserves the right to change the Membership Terms and Conditions at any time. The current Membership Terms and Conditions shall be available at https://coolschoolcafe.com/terms and shall be Member's responsibility to be aware of and comply with the Membership Terms and Conditions.

Cool School PRIME reserves the right to suspend the Membership Benefits and/or terminate the Member's membership at any time with or without cause. If Member fails to engage in a periodic review of the savings opportunities presented to the customer by Cool School PRIME, and/or fails to make purchases of the manufacturer products Cool School PRIME promotes through its MAP program, Cool School PRIME reserves the right to suspend or cancel the Member's membership without notice. In addition, Cool School PRIME also reserves the right to suspend, cancel, and/or withhold any benefits of membership to such non-compliant member regardless of whether such benefits were offered to the member by Cool School PRIME during a period of the member's compliance, but were not remitted by Cool School PRIME or received by the member, prior to the member's non-compliance with these Membership Terms and Conditions. Specifically, Cool School PRIME expressly reserves the right to withhold Rebates previously offered but not yet remitted to the Member, to revoke any such Rebate and other membership offers which have yet to be remitted to, or accepted by, the Member. Cool School PRIME may also suspend the Member's future access to any Membership Benefits, including, without limitation, access to Rebates and deviated pricing, until the Member can demonstrate its compliance with Cool School PRIME's Membership Terms and Conditions, such compliance to be determined by Cool School PRIME in its sole discretion. NOTE: CONSIDERATION OF SAVINGS OPPORTUNITIES MAY OR MAY NOT INCLUDE THE MEMBER'S ACCESSING THE COOL SCHOOL PRIME MEMBERSHIP PORTAL, IF AVAILABLE.

In the event that Member wishes to terminate its membership with Cool School, Member must provide ninety (90) days advance written notice of the termination to Cool School. Such termination shall not be effective until the expiration of the ninety (90) days advance written notice to Cool School.

Member acknowledges that Cool School aggregates purchasing data collected from the Members, removes any personally identifying information related to Member or its location and uses the data to help educate manufacturers on purchasing trends and other relevant information regarding the purchase of their products. No personal identifying information that could be associated with the Member shall be provided in such instances. Member expressly consents to Cool School PRIME's use of the data for this purpose.

Member acknowledges that some suppliers pay an administrative fee to Cool School PRIME with respect to its administration of the programs offered by Cool School PRIME and/or the supplier. These fees are for services performed by Cool School PRIME with respect to the marketing of the manufacturers' products to the Members, securing and maintaining the rebate program and related contracts, collecting the Member's purchase level data from its suppliers, reporting those purchases to Cool School PRIME's strategic partners and manufacturers, and remitting the Rebate revenue to Members with related reporting with respect to the Members' purchases which generated rebates on manufacturer programs in the Cool School PRIME portfolio.

Eligibility and Compliance with Federal Regulation:

Member acknowledges that:

1. Loyalty Points Eligibility. Loyalty Points are available to qualifying Members who are U.S. citizens and legal residents of the fifty (50) United States (and the District of Columbia), and eighteen (18) years of age and older at the time of enrollment. Participation in the Membership Benefits are limited to Members who make purchase decisions and are a K-12 school district in the United States. As set forth in Title 7, CFR Section 3016.36(c), Membership Benefits are intended to adhere to procurement guidelines by directly benefiting the school foodservice programs. To the extent Member engages in activity contrary to this intent, such actions are void as prohibited by law and expressly prohibited by the Membership Terms and Conditions. Any such conduct where discovered by Cool School Cafe shall result in immediate termination of membership.

2. Membership Rebates and Compliance with National School Lunch Act. (i) Cool School PRIME receives fees for the services it provides from participating contract vendors, distributors, manufacturers, and other vendors, based upon purchases made by Member, (ii) to the extent Member or District receives rebates on products purchased through a federally reimbursable program, including, without limitation, the National School Lunch Act (42 USC§ 1751), such Rebates must be remitted to the District's nonprofit school food service account pursuant to 7 C.F.R. § 210.14(f).

Member hereby releases and forever discharges any claims, demands, and damages (actual and consequential) of every kind and nature, it has against Cool School, its officers, directors, shareholders, employees, agents, and assigns with respect to the Member's membership in Cool School, the Membership Benefits, any claims stemming from Cool School's receipt and/or use of Member's purchase level data and/or any claims associated with Member's purchases of products from distributors, suppliers, and/or manufacturers.

Member acknowledges that Cool School provides the services associated with the Membership Benefits on an "AS IS" basis and hereby disclaims all warranties express or implied with respect to its services and the Membership Benefits, including the warranties of merchantability and fitness for a particular purpose. Cool School shall have no indirect or consequential damages associated with any claims related to its services, Member's membership in Cool School, the Membership Benefits, any claims stemming from Cool School's receipt and/or use of Member's purchase level data, and/or any claims associated with Member's purchases of products from distributors, suppliers, and/or manufacturers. In no event shall Cool School have liability for any claims asserted against it with respect to its services, the Membership Benefits, Cool School's receipt and/or use of Member's purchase level data, and/or any claims associated with Member's purchases of products from distributors, suppliers, and/or manufacturers.

Member shall indemnify and hold Cool School and their respective affiliates, agents, representatives, officers, directors, and employees (the "Indemnitees") harmless from and against any and all claims, losses, liabilities, judgments, penalties, interest, damages, costs, and expenses whatsoever (including reasonable attorneys' fees) relating to acts or omissions of Member which relate in any way to the Membership Terms and Conditions. Cool School and Member are independent contractors, and no agency, partnership, joint venture, employee-employer, or franchiser-franchisee relationship is intended or created.