EXHIBIT A

USEFULL Terms and Conditions

(Effective as of November 1, 2024)

These Terms and Conditions (this “Agreement”) are being provided to you in connection with the order forms you executed with Transaction Campus Inc. (the “Transact Order Forms” and “Reseller,” respectively) pursuant to which you have agreed to purchase certain services including but not limited to the Service (as defined below).

This Agreement sets forth the terms and conditions upon which USEFULL Inc., a corporation with a place of business at 2 Oliver St, Suite 1003, Boston, MA 02109, makes available to you an online service known as “USEFULL” (the “USEFULL Service”) pursuant to which you may distribute, clean and redistribute reusable food and beverage containers provided by USEFULL and branded with the USEFULL logo (collectively and together with lids therefore, “USEFULL Containers”) to faculty, staff, students and other members of your community.

For the purposes of this Agreement:

• USEFULL Inc. may be referred to as “USEFULL” or “we.”
• You may be referred to as the “Customer” or “you.”
• USEFULL and Customer may be referred to as the “parties” and each individually as a “party.”

By clicking on Accept, you agree that this Agreement is a binding and enforceable contract between you and USEFULL (the date upon which this occurs is referred to as the “Effective Date”). Subject to the payment terms set forth in the Order Forms, USEFULL will make the Service available to you in accordance with the terms and conditions set forth herein.

FORM OF USEFULL TERMS AND CONDITIONS

The Terms and Conditions

1.DEFINITIONS. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them below:

“Administrative User” means an individual (i) who is authorized by you to use the Service, (ii) who has downloaded the User Application and agreed to the User Terms and (iii) who has been granted access to the On-Line Solution by you pursuant to Section 2 or 3 below. 

“Back-End Application” means the administrative interface and tools that manage the operation of the USEFULL Service.

“Designated Stores” means the Customer Stores specified in the Reseller Order Forms.

“End User” means an individual who has downloaded the User Application and agreed to the User Terms. End Users are members of your community and may include for example, your students, administrators, faculty and staff.

“On-Line Solution” means the software solution comprising the USEFULL Service and commonly known as “USEFULL” (together with all updates thereto and user documentation made generally available by USEFULL). By way of clarity, the On-Line Solution is comprised of the Back-End Application and the User Application.

“Privacy Policy” means USEFULL’s privacy policy at  https://www.usefull.us/privacy-policy which may be amended at any time and from time to time by USEFULL in accordance with its terms.

“Service Fees” means the fees set forth in the Reseller Order Form.

“Start Date” means the date which both the Reseller Order Form and these Term and Conditions are completed and signed.

“User” means either an Administrative User or an End User.

“User Application” means the smartphone application necessary for a User to access the USEFULL Service.

“User Terms” means the user agreement agreed to by the User in connection with their downloading of the User Application. https://www.usefull.us/terms-of-service which may be amended at any time and from time to time by USEFULL in accordance with its terms.

2. ACCESS TO BACK-END APPLICATION. Subject to the terms of this Agreement, and upon the payment of the Service Fees, USEFULL grants to Customer “administrative” access to the Back-End Application to manage the operation of the USEFULL Service. Such access shall be granted to no more than 5 Administrative Users. Access pursuant to Section 2 shall commence on the Start Date.

3. RESTRICTIONS. Customer shall solely use and will cause its Administrative Users to solely use the On-Line Solution as permitted hereunder and under the User Terms. Customer shall not, and shall not permit, its Administrative Users to use the On-Line Solution for any other purpose. Prohibited uses of the On-Line Solution include but are not limited to the following:

        3.1.  copying, modifying, translating, adapting or otherwise creating derivative works or improvements, whether or not         patentable, of the On-Line Solution;

        3.2. reverse engineering, disassembling, decompiling, decoding or otherwise attempting to derive or gain access to the source         code of the On-Line Solution or any part thereof;

        3.3. removing deleting, altering or obscuring any trademarks or any copyright, trademark, patent or other intellectual property         or proprietary rights notices from the On-Line Solution, including any copy thereof;

        3.4. renting, leasing, lending, selling, sublicensing, assigning, distributing, publishing, transferring or otherwise making         available the On-Line Service or any features or functionality of the On-Line Solution, to any third party for any reason, except         to Users subject to the provisions hereof;

        3.5. using the On-Line Solution for a deceptive purpose, including for the impersonation of another or to harm or exploit         minors; or

        3.6. using the On-Line Solution to distribute spam, advertise, solicit, harass, abuse, stalking, threaten, defame or violate the         rights of any other party.

4. RESERVATION OF RIGHTS. You acknowledge and agree that access to the On- Line Solution and the USEFULL Containers are provided hereunder as a service, and is not sold to you or any Users. You do not acquire any ownership interest in the On-Line Solution or the USEFULL Containers under this Agreement or the User Terms, or any other rights thereto other than to use the On-Line Solution and the USEFULL Containers in accordance with, and subject to all terms, conditions and restrictions under this Agreement. We reserve and shall retain its entire right, title and interest in and to the On-Line Solution and USEFULL Containers, including all copyrights, trademarks and other intellectual property rights therein or relating thereto.

5.  OPERATING COVENANTS OF CLIENT.  Customer covenants and agrees as follows:

        5.1. Operationalizing the Program. Customer shall be responsible for operationalizing the USEFULL Service at each Designated         Store (e.g., setting up USEFULL return bins, properly cleaning USEFULL Containers, restocking USEFULL Containers, ensuring         that End Users properly check out and return USEFULL Containers, etc.).  If USEFULL Containers are to be stored or cleaned at         locations other than the Designated Stores, such locations are listed in the Order Forms.

        5.2. Designated Stores.  Customer shall make the USEFULL Containers available to Users and provide return-bins for USEFULL         Containers at the Designated Stores and at no other locations.

        5.3. USEFULL Containers.  No cups, containers, or lids shall be used in connection with the USEFULL Service other than the         USEFULL Containers.  The USEFULL Containers shall not be used by the Customer except in connection with the operation of the         USEFULL Service.

        5.4. Safety Standards.  Using industry best practices, Customer shall ensure that (i) the USEFULL Containers are clean and         properly stored in accordance with applicable food safety standards and (ii) the USEFULL Containers are properly handled in         accordance with applicable food safety standards.

        5.5. Inspections.  Using industry best practices, Customer shall inspect all USEFULL Containers to ensure that they are clean and         safe to use prior to placing them into circulation. Customer will immediately discard any damaged, chipped or otherwise unsafe         USEFULL Containers and indicate those USEFULL Containers as “retired” in the On-line Solution.

        5.6. Defaced Branding.  Any USEFULL Containers that have obscured, defaced or damaged USEFULL branding shall be         immediately discarded and designated “retired” in the On-line Solution.

        5.7. Risk of Loss; Replacement.  Customer assumes any and all ability for risk of loss to USEFULL Containers whether by         casualty, theft or otherwise and shall be responsible for all replacement and other costs and expenses associated with such loss.

        5.8. Access to Facilities. Upon reasonable prior notice, Customer shall permit USEFULL to inspect those facilities where the         USEFULL Containers are cleaned, stored and stocked to determine compliance with the provisions of this Agreement.

        5.9. Use Restrictions. Customer shall not remove, disable, circumvent or otherwise create or implement any workaround to         any copy protection, rights management or security features in or protecting the On-Line Solution.

        5.10. Monitoring Usage. USEFULL may use technical means to monitor the usage of the On-Line Solution, and Customer will         cooperate in USEFULL’s using such technical means.

6. OTHER SERVICES. USEFULL may provide Customer those services set forth in the Reseller Order Forms.

7. OTHER REPRESENTATIONS, WARRANTIES AND COVENANTS OF CUSTOMER. Customer represents, warrants and covenants as follows:

        7.1. Authority; Enforceability.  Customer has full corporate power and authority to enter into this Agreement, to carry out its         obligations hereunder and to consummate the transactions contemplated hereby.  The execution and delivery by Customer of         this Agreement, the performance by Customer of its obligations hereunder and the consummation by Customer of the         transactions contemplated hereby have been duly authorized by all requisite corporate action on the part of the Customer.  This         Agreement has been duly executed and delivered by the Customer, and constitutes the legal, valid and binding obligations of         Customer enforceable against Customer in accordance with its terms, subject to applicable bankruptcy, insolvency and other         similar laws affecting the enforceability of creditors’ rights generally (collectively, “Enforceability Obligations”).

        7.2. Compliance with Applicable Laws.  Customer shall comply with all applicable laws, rules and regulations in its use of the         On-Line Solution, USEFULL Containers and USEFULL Service.

 8. Representations, Warranties and Covenants of USEFULL: USEFULL represents and warranties as follows:

        8.1. Authority; Enforceability. USEFULL has full corporate power and authority to enter into this Agreement, to carry out its         obligations hereunder and to consummate the transactions contemplated hereby.  The execution and delivery by USEFULL of         this Agreement, the performance by USEFULL of its obligations hereunder and the consummation by USEFULL of the         transactions contemplated hereby have been duly authorized by all requisite corporate action on the part of USEFULL.  This         Agreement has been duly executed and delivered by USEFULL, and constitutes the legal, valid and binding obligations of         USEFULL enforceable against USEFULL in accordance with its terms, subject to applicable Enforceability Obligations.

        8.2. Intellectual Property. The authorized use of the On-Line Solution and USEFULL Containers by the Users shall not infringe         or otherwise misappropriate any third-party intellectual property.

        8.3. Compliance with Applicable Law. USEFULL shall comply with all applicable laws, rules and regulations in its provision of         the On-Line Solution, USEFULL Containers and USEFULL Service.

9.        Fees and Payment.

        9.1.  Fees. Customer shall pay the Service Fees set forth in, and pursuant to the provisions of the Reseller Order Forms.

        9.2. Suspension of Access to On-Line Solution and Acceleration. If any charge owing by Customer under the USEFULL Order         Forms or any other agreement for services is 30 days or more overdue, USEFULL may suspend Customer’s access to the On-Line         Solution until such amounts are paid in full.  The foregoing remedies are in addition to any other remedies that USEFULL may         have hereunder or at law or in equity.

10. TERM AND TERMINATION.

        10.1. Term. The term of this Agreement shall commence on the Effective Date and will continue in effect thereafter (unless         otherwise terminated pursuant to this Section 11) until the date set forth in the USEFULL Order Forms.

        10.2. Termination for Cause. Either party may terminate this Agreement immediately by a written notice (a “Default Notice”)         if the other party commits any material breach of this Agreement; provided, that if such breach is capable of cure, such party         shall have thirty (30) days following its receipt of a Default Notice (the “Cure Period”) to cure such breach to the non-        breaching party’s reasonable satisfaction. If such breach is not cured prior to the expiration of the Cure Period, the non-        breaching party may terminate this Agreement immediately by written notice.

        10.3.  Obligations Upon Expiration or Termination of this Agreement.  Upon the expiration or termination of this Agreement         for any reason, Customer (i) shall immediately cease the use of the On-Line Solution, (ii) within thirty (30) days of the         expiration or termination of this Agreement, Customer shall inventory, clean and return the USEFULL Containers to USEFULL at         Customer expense. Customer shall supply a packing list with contents of shipment along with tracking number.

        10.4. Survival. Notwithstanding anything to the contrary set forth herein, Sections 1, 8.1, 8.2, 8.3, 9.1, 9.2, 10.4, 11.4, 11.5, 12,         13, 14.4, 16, 17, 18, 19 and 20 of this Agreement and any remedies for the breach thereof, shall survive the termination of this         Agreement under the terms hereof. Termination of this Agreement shall not relieve or release either party from any rights,         liabilities or obligations which it has accrued prior the effective date of such termination.

11.  COLLECTION AND USE OF USER PERSONAL INFORMATION. Customer acknowledges that when an User downloads, installs or uses the User Application or when Administrative User accesses the Back-End Application, USEFULL may use automatic means (including, for example, cookies and web beacons) to collect information about the User’s device and about the User’s use of the On-Line Solution (“User Data”). Each User may be required to provide certain information about themselves as a condition to downloading, installing or using the User Application, accessing the Back-End Application or certain of their respective features or functionality, and the On-Line Solution may provide the Users with opportunities to share information about themselves with others (collectively, any personal information processed by the On- Line Solution shall be referred to as such User’s “Personal Information”). All Personal Information USEFULL collects through or in connection with the on-Line Solution is subject to the Privacy Policy. Customer hereby acknowledges and agrees that USEFULL may collect, use and disclose the Users’ Personal Information in order to provide them with access to and use of the On-Line Solution. In addition, USEFULL may use Users’ Personal Information for the purposes described in the Privacy Policy.

12.  CONSENT TO DISCLOSURE AND USE OF USER DATA AND PERSONAL INFORMATION IN DE- IDENTIFIED FORM. USEFULL may de-identify or anonymize User Data and Users’ Personal Information (i.e., remove all information that could be used to specifically identify Users to create “De-Identified Personal Data”) provided to USEFULL through the On-Line Solution, and use the De-Identified Personal Data in aggregate or non- aggregate forms for research studies, evaluation of the On-Line Solution, quality improvement purposes, or for any other lawful commercial purpose. USEFULL’s use and disclosure of any De-Identified Personal Data in aggregated or non-aggregated forms will be conducted in compliance with all applicable laws and regulations. Customer agrees: (a) to such disclosures and uses of De-Identified Personal Data; (b) USEFULL is not obligated to pay any amount to Customer or otherwise compensate Customer or any other person in any way for such disclosures and uses; (c) USEFULL is not required to furnish Customer with any other information of any kind regarding such disclosures and uses; and (d) to the extent that Customer has proprietary interest in any such De-Identified Personal Data, Customer waives any right to such interest.

14.  UPDATES. USEFULL may from time to time in its sole discretion develop and provide On-Line Solution updates, which may include upgrades, bug fixes, patches and other error corrections (collectively, including related documentation, “Updates”). Customer shall promptly and shall cause its Administrative Users to promptly download and install all Updates and acknowledges and agrees that the On-Line Solution or portions thereof may not properly operate should there be a failure to do so. Customer further agrees that all Updates will be deemed part of the On-Line Solution and be subject to all terms and conditions of this Agreement.

15.  Warranties Disclaimer. The on-line solution and USEFULL containers are provided to Client and the Users “as is” and with all faults and defects, without warranty of any kind. Except as set forth in Section 9 above, to the maximum extent permitted under applicable law, USEFULL, on its own behalf and on behalf of its affiliates and its and their respective licensors and service providers, expressly disclaims all warranties, whether express, implied, statutory or otherwise, with respect to the online solution, including all implied warranties of merchantability, fitness for a particular purpose, title and non-infringement, and warranties that may arise out of course of dealing, course of performance, usage or trade practice.

16. LIMITATION ON DAMAGES; LIABILITY.

        16.1 Limitation on Damages.  USEFULL shall not be, directly or indirectly, liable for any indirect, special, incidental,         consequential or exemplary damages, even if warned of the possibility of such damages, that are in any way arising from or         related to the On-Line Solution, the USEFULL Containers or this Agreement.

        16.2 Limitation on Liability.  USEFULL’s aggregate liability for any and all claims in any way arising from or related to the On-        Line Solution, the USEFULL Containers or this Agreement will not exceed the total of all Services Fees paid hereunder during the         twelve (12) month period immediately preceding the date Customer delivers a written claim or demand to USEFULL.

        16.3 Exclusions from Liability. Notwithstanding anything contained herein to the contrary, USEFULL shall have no liability for         the following: (i) use of the On- Line Solution or USEFULL Containers in combination with other equipment or software not         provided or recommended in writing by USEFULL if such liability would have been avoided but for such combined use; (ii) any         modification to the On-Line Solution or USEFULL Containers made by Customer or any other third party if such liability would         have been avoided but for such modification; (iii) failure to install bug fixes, enhancements or releases within a commercially         reasonable period of time after such bug fixes, enhancement or releases are made available if such liability would have been         avoided but for such failure; (iv) use of the On-Line Solution or USEFULL Containers other than in the manner specified in its         documentation and/or instructions provided by USEFULL if such liability would have been avoided but for such use; or (v) any         act or omission of a Service Provider(see Section 20.3 below), including but not limited to such host’s or processor’s failure to         provide the contracted for security measures.

17. INDEMNIFICATION. Customer shall diligently defend (with counsel reasonably acceptable to USEFULL), indemnify and hold         harmless USEFULL from and against any claims, damages, liabilities, injuries, expenses or losses, including, but not limited to,         reasonable attorney’s fees and costs, by reason of any suit, claim, demand, judgment, cause of action or award of damages         arising out of or in connection with this Agreement, to the extent the same results from Customer’s breach or alleged breach of         its obligations under Section 6.4 or 6.5 above.  The foregoing notwithstanding, Customer shall not make any offers of         settlement nor enter into any settlement agreements without the prior written consent of USEFULL, which consent will not be         unreasonably withheld or delayed.

18.  INSURANCE. Prior to the commencement of any services under this Agreement and throughout the duration of this         Agreement, USEFULL will obtain and maintain insurance coverage of the types listed below with liability limits not less than         indicated.

Type of Insurance	Liability Limits
Commercial General Liability	$1,000,000 per occurrence/$1,000,000 aggregate
Umbrella (Excess) Liability	$1,000,000
Professional Liability	$1,000,000 per claim
Network Security and Privacy Liability	$1,000,000 per claim
Worker’s Compensation	Statutory

19. MISCELLANEOUS.

        19.1 Force Majeure Event.  USEFULL shall not be deemed in default of this Agreement to the extent that performance of its         obligations or attempts to cure any breach are delayed or prevented by reason of any act of God, fire, natural disaster, accident,         public health emergency or epidemic, acts of government including but not limited to the imposition of travel bans and         limitations on the transportation of goods, shortages of materials or supplies, or any other cause beyond the reasonable control         of USEFULL (a “Force Majeure Event”).

        19.2 Independent Contractors. In all matters relating to this Agreement, the parties are independent contractors. The         relationship between the parties is that of licensor/licensee. Neither party will represent that it has any authority to assume or         create any obligation, express or implied, on behalf of the other party, nor to represent the other party as agent, employee, or in         any other capacity.

        19.3. Network Security and Release of Data. USEFULL uses Google services for the On-Line Solution and storage and Stripe for         payment processing (Google and Stripe and any replacement service provider may be hereinafter referred to collectively as         “Service Providers” and individually as a “Service Provider”). In detail:

        1. Google Firebase Authentication for authentication – no passwords stored by USEFULL. USEFULL cannot access User passwords (see https://firebase.google.com/support/privacy); and

        2.  Stripe for payments – USEFULL does not have access to User credit card information, except for the last four (4) digits and the type of card.

        3.  In the event that a User’s Personal Information is compromised in any manner (i.e. lost, hacked, breached, released, and/or         damaged), (“Event”), upon being informed of such Event by the applicable Service Provider, USEFULL shall promptly notify         Customer of such Event, and if Customer so requests, notify the Users whose Personal Information has been, or potentially has         been, affected. USEFULL shall take all commercially reasonable steps (subject to the limitations set forth in its agreement with         the applicable Service Provider) to mitigate the damage including without limitation, filing any necessary reports with law         enforcement and applicable government agencies and cooperating with all law enforcement and applicable government         agencies in the course of any investigations.

        19.4 Entire Agreement; Amendment; Conflicts. This Agreement, the User Terms, and the Privacy Policy constitute the entire         agreement between Customer and USEFULL with respect to the subject matter hereof and supersede all prior or         contemporaneous understandings and agreements, whether written or oral, with respect to the subject matter hereof. This         Agreement may only be amended by a written instrument executed by USEFULL and Customer.  In the event that there is a         conflict between a provision in this Agreement and a provision in an End User Agreement or the Privacy Policy, the provision of         this Agreement shall govern.  Any conflicting or additional terms contained in a Customer purchase order shall be void.

        19.5 Waiver. No failure to exercise, and no delay in exercising, on the part of either party, any right or any power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right or power hereunder preclude further exercise of that or any other right hereunder.

        19.6 Severability. If any provision of this Agreement is illegal or unenforceable under applicable law, the remainder of the         provision will be amended to achieve as closely as possible the effect of the original term and all other provisions of this         Agreement will continue in full force and effect. If a judicial determination prevents the accomplishment of the purpose of this         Agreement, the invalid term or condition (or portion of terms or conditions) shall be restated to conform to applicable law and         to reflect as nearly as possible the original intention of the parties.

        19.7 Governing Law. This Agreement is governed by and construed in accordance with the internal laws of the Commonwealth         of Massachusetts without giving effect to any choice or conflict of law provision or rule. Any legal suit, action or proceeding         arising out of or related to this Agreement or the On-Line Solution may be instituted in either the state or federal courts located         in the Commonwealth of Massachusetts.

        19.8 Notices. All notices hereunder shall be in writing and given personally or by prepaid certified mail, return receipt         requested, or sent by nationally recognized overnight courier, or e-mail transmission addressed to USEFULL at the address set         forth on the cover page to this Agreement and to Customer at the address set forth in the Reseller Order Forms. Any such notice         or communication shall be deemed to have been effectively given (i) in the case of personal delivery, on the date of such         delivery, (ii) in the case of a nationally-recognized express, on the fifth calendar day after the date when sent, (iii) in the case of         certified mail, on the tenth calendar day following that day on which the piece of mail containing such communication is posted         and (iv) in the case e-mail transmission, the date of electronic or other confirmation of receipt.

        19.9 Successors and Assigns.  The parties may not assign any rights or obligations under this Agreement without prior written         consent of the other party, whose consent shall not be unreasonably withheld or delayed; provided, that such consent shall not         be required for an assignment in connection with the sale of a party’s business. This Agreement shall be binding upon, and will         inure to the benefit of, the parties and their respective permitted successors and assigns.

        19.10 Interpretation. This Agreement shall be construed without presumption of any rule requiring construction to be made         against the party causing it to be drafted.

[End of Terms and Conditions]