DOES MINNESOTA ICE PROVIDE ICE MERCHANDISERS?

Minnesota Ice will supply and maintain an Ice Merchandiser(s) at your location(s); provided however, only Minnesota Ice Packaged Ice will be stored and maintained in all Ice Merchandisers, and you (our 'Customer') purchase a sufficient quantity of Packaged Ice to warrant the placement of Minnesota Ice assets. Minnesota Ice reserves the right to terminate the supply of Packaged Ice to you and remove any Ice Merchandiser immediately upon breach of this provision. Upon termination of service for any reason, Minnesota Ice will immediately remove all Ice Merchandiser(s) at your location(s). In the event Minnesota Ice is unable to remove any Ice Merchandiser(s) from any location (due to theft, loss or any other reason), the Customer shall immediately pay to Minnesota Ice the replacement cost of a new Ice Merchandiser(s) (valued at approx. $4,500 per Ice Merchandiser). If your location cancels or requests us to remove a merchandise in less than 18 months, it will be responsible for paying the removal fee of $500 in the Twin Cities Metro Area and $750 outside of the metropolitan area.

If Minnesota Ice agrees to pay for any modifications or has to do anything out of the normal to install an ice merchandisers; the customer agrees to pay the direct costs if they decide to stop using Minnesota Ice. Expenses will be billed at the direct cost to Minnesota Ice with no markup.

ICE MERCHANDISER RENTAL FEE (RETAIL CUSTOMER)
A 'Rental Fee' of $49.99 per month is waived for the first year of service. After the first year of service, Rental Fees will be determined and assessed on or before April 1st each year based on the prior calendar year's purchases. If the Customer's Packaged Ice purchases exceed $1,500 per location for the prior calendar year, Rental Fee will continue to be waived. If not, the Customer will be assessed a Rental Fee per location to be paid monthly by the Customer immediately upon receipt of invoice. The Rental Fee of $49.95 per month per location will be invoiced to the Customer for the next twelve months until the next reassessment period 12 months following the first invoice. In the event a Customer owns multiple locations, Minnesota Ice will total the Packaged Ice purchases for all locations for the prior year. If the Packaged Ice purchases for all locations for the prior year average at least a minimum of $1,500 per location, Minnesota Ice will waive the Rental Fee for all locations. (By way of example, if the Customer owns five locations, total Packaged Ice purchases combined for all locations must equal at least $7,500 (5 locations times $1,500) for Minnesota Ice to waive the Rental Fee for all locations).

ICE MERCHANDISER RENTAL FEE (NON-RETAIL COMMERCIAL / INDUSTRIAL CUSTOMER)
A 'Rental Fee' of $499.99 per year is waived for the first year of service. After the first year of service, Rental Fees will be determined and assessed by April 1st each year based on the prior calendar year's purchases. If the Customer's Packaged Ice purchases exceed $1,500 per location for the prior calendar year, the Rental Fee will continue to be waived. If not, the Customer will be assessed a Rental Fee per location to be paid annually by the Customer. The Rental Fee of $499.99 per location will be invoiced to the Customer and is due in full upon receipt of the invoice. Re-assessment will occur 12 months following the first invoice. In the event a Customer owns multiple locations, Minnesota Ice will total the Packaged Ice purchases for all locations for the prior year. If the Packaged Ice purchases for all locations for the prior year average at least a minimum of $1,500 per location, Minnesota Ice will waive the Rental Fee for all locations. (By way of example, if the Customer owns five locations, total Packaged Ice purchases combined for all locations must equal at least $7,500 (5 locations times $1,500) for Minnesota Ice to waive the Rental Fee for all locations).

SHORT TERM USE
In many cases, Customers contact Minnesota Ice for specific short term Ice Merchandiser use for construction projects and/or special events. For short term placements, (less than 12 months), Minnesota Ice will charge customers separately for installation and rental as part of the short term placement package. As such, the Ice Merchandiser Rental Fee as indicated herein does not apply to short term rentals. If Minnesota Ice has any expenses we deem out of normal to install the merhcandisers; the customer will be responsible for these costs. Minnesota Ice will have approval from the customer prior to deployment.

ICE MERCHANDISER THIRD PARTY ADVERTISING
Minnesota Ice reserves the right to utilize Minnesota Ice owned Ice Merchandiser(s) for the advertising of third party products. Such advertising may or may not result in a payment to the Customer for their cooperation. The Customer may elect to opt-out of such advertising opportunities by contacting the Minnesota Ice Customer Service Line (see below).

WHAT PRICE WILL I BE CHARGED FOR PACKAGED ICE?
The price for the Packaged Ice delivered to the Customer is subject to change and may vary from time to time based on numerous factors including high demand.

Packaged Ice is a consumable food product. As such, no refunds or credits will be issued for unsold Packaged Ice. Minnesota Ice cannot resell product that has previously been sold and delivered to a Customer. Minnesota Ice will not be responsible for lost or damaged product once a delivery has been completed.

FUEL AND/OR DELIVERY CHARGE
Minnesota Ice reserves the right, in its sole discretion, to assess a fuel and/or delivery charge on deliveries. Customer would be notified of any fuel and/or delivery charge at a minimum of fifteen (15) days prior to the institution of any fuel or delivery charge.

HOW DOES MINNESOTA ICE SCHEDULE DELIVERIES?
Minnesota Ice reserves the right to schedule the Customer for automatic routed delivery or as a 'Call-in' account which requires the Customer to contact Minnesota Ice when a delivery is needed.

For automatic routed deliveries, Minnesota Ice will set delivery frequencies based on a schedule determined by forecasted ice consumption at the Customer's location. Such forecasts will vary based on weather and other factors including holidays. Minnesota Ice will receive information regarding the Customer's store hours and open delivery days. While we will make all attempts to meet delivery date preferences, Minnesota Ice reserves the right to make deliveries as necessary. Delivery frequencies would adjust based on consumption patterns and time of year.

For Call-In Customers or Automatic Routed Customers who may be low on stock, orders may be placed by calling the Customer Service Support Line (see below). Minnesota Ice will attempt to meet your request as soon as possible, but under normal circumstances, within two (2) Operating Days. Operating Days are defined as days where Minnesota Ice plant locations are open and able to run routed deliveries. Under high demand conditions, the Minnesota Ice customer service representative may inform you of longer than expected delivery times. Additionally, Customers in remote locations may be subject to longer delivery lead times.

EXPEDITING FEE
In the event an out-of-stock is reported and the Customer needs Packaged Ice delivered sooner than the end of the second Operating Day, the customer may be charged an Expediting Fee of up too $100.00 for next day delivery. Please note that next day delivery is subject to, and limited by, periods of high demand and resource availability.

PARTIAL FILLS AND MINIMUM DELIVERY CHARGE
Packaged Ice is a consumable food product that is delivered in small quantities. Demand for Packaged Ice is highly variable especially in periods of peak summertime and holiday demand. Delivery cost is a major expense component and price driver. Once Minnesota Ice stops at a Customer's location to make a delivery, the cost for the delivery is incurred whether a sale is made or not. Additionally, small sales incur a high delivery cost per bag. To ensure that Minnesota Ice can deploy its fixed resources to service all of its Packaged Ice Customers, certain measures must be taken to drive delivery efficiency, especially in period of high demand.

If the Customer does not allow Minnesota Ice to fill the Ice Merchandiser to its storage capacity during a normally scheduled delivery (a 'Partial Fill'), the Customer may be assessed a Minimum Delivery Charge. This Minimum Delivery Charge is calculated as the greater of: the cost of a delivery if the number of bags sold would have filled the ice merchandiser capacity, or the actual number of bags delivered. Additionally, if the Partial Fill is the result of a falsely reported out-of-stock by the Customer, Minnesota Ice may charge an Expediting Fee in addition to the Minimum Delivery Charge.

Repeated calls by the Customer for Packaged Ice resulting in Partial Fills and/or falsely reported out-of-stocks may result in additional delivery fees of up to $250 any or the termination of service at the sole discretion of Minnesota Ice.

HOW LONG DO I HAVE TO PAY MY BILL?
Minnesota Ice will provide the Customer with an invoice for each delivery of Packaged Ice. The Customer shall immediately pay for each delivery of Packaged Ice upon receipt of invoice. If you have been approved for extended terms by Minnesota Ice (at the sole discretion of Minnesota Ice), the Customer agrees to pay such invoice within the terms specified by the Credit Agreement. Late payments shall result in the assessment of a late charge equal to one and one-half percent (1 and 1/2%) per month on any outstanding balance, or the maximum amount of interest chargeable by law, whichever is more.

DOES MINNESOTA ICE HAVE ANY SPECIFIC INDEMNIFICATION OR INSURANCE REQUIREMENTS?
The Customer shall indemnify and defend Minnesota Ice, its directors, officers, employees and agents, or any of them, harmless from and against any and all claims, liabilities, damages, losses, settlements, costs, expenses and fees (including reasonable attorneys' fees), for injuries to, or death of, any and all persons, and for loss of or damage to property based in whole or in part upon the negligence of the Customer. The provisions of this paragraph shall survive termination or cancellation of any service to the Customer. In no event shall either party be liable to the other party or any other person for any indirect, punitive (to the fullest extent permitted by applicable law), special, consequential or incidental damages, however caused and on any theory of liability arising out of service to the Customer, and whether or not such party has been advised of the possibility of such damage.

The Customer shall maintain, from a reputable insurance carrier, liability insurance in the minimum amount of $2,000,000 (combined single limit) in order to protect and insure the Customer and Minnesota Ice against any claims or liabilities with which it or they may be charged because of personal or property damage or injuries suffered by any person or entity, resulting from the sale of the Packaged Ice, whether during or after any service with Minnesota Ice.

HOW DO I CONTACT MINNESOTA ICE IF I NEED A DELIVERY OR MY ICE MERCHANDISER NEEDS SERVICE?
The Customer will call 612-254-8330, or the number listed on the Ice Merchandiser for any issues, concerns or ice requests. Customer Service is available 24 hours per day and 7 days per week in English. Hold times will vary based on incoming call volumes and are expected to be higher at critical times including pre-Memorial Day, July 4th and Labor Day week-end, among others. Minnesota Ice deploys many methods to place an order including an Automated Ordering system and email. Detailed instructions on how to use alternative methods are described during the Company's on-hold messaging.

Cancellation of Service
Customers may cancel any Service provided by Minnesota Ice by giving a 30-day written notification to Minnesota Ice. Minnesota Ice will remove any equipment on the property within 60 days after receiving the cancelation request. The customer will incur any expenses involved with the removal of any equipment and costs associated with returning it to Minnesota Ice's headquarters located at 755 Prior Ave N Suite: 237, St Paul, MN 55104. Any damage incurred when removing the equipment is not the responsibility of Minnesota Ice and may be billed directly back to the customer. Additionally, Minnesota Ice is not responsible for any damage to the customer's location, product, etc., during the removal of the equipment. The customer must follow the strict guidelines for removing the equipment that Minnesota Ice has on-site. This may, but is not limited to, removing doors, clearing six-foot paths to ensure the equipment can be removed safely, and closing the store and or parking lot.

Before removing equipment, the customer must be paid in full and have a zero account balance with Minnesota Ice. Minnesota Ice will provide an estimate for the removal, at which point the customer must pay the estimated amount before the cancelation of service.

Minnesota Ice does not permit its customers or vendors to move its equipment. Moving Minnesota Ice's equipment may result in damage and or injury. Minnesota Ice will not be held responsible for any damages or injuries that may occur will be charged back to the customer directly if any damages occur to its equipment. Any leftover product will not be refunded to the customers, and it is the responsibility of the customer to have it removed before the pickup of the equipment. Any product left behind will be destroyed, and an additional fee of $2 per piece of product will be charged to the customer directly.

WAIVER AND SEVERABILITY
No waiver by the Company of any term or condition set forth in these Terms of Use shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of the Company to assert a right or provision under these Terms of Use shall not constitute a waiver of such right or provision.

If any provision of these Terms of Use is held by a court or other tribunal of competent jurisdiction to be invalid, illegal or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Terms of Use will continue in full force and effect.

ENTIRE AGREEMENT
The Terms of Use, our Privacy Policy and Terms of Service constitute the sole and entire agreement between you and the Company. with respect to the Website and supersede all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to the Website.

YOUR COMMENTS AND CONCERNS
All other feedback, comments, requests for technical support and other communications relating to the Website should be directed to: 755 Prior Ave N, St. Paul, Minnesota 55102.