Master Service Agreement

Between: Grand Inflation Industries, Inc., an Ohio corporation ("Provider") And: AutoPlex Collective Purchasing Cooperative ("Client") Effective: March 1, 2024. Term: 36 months. Renewal decision window: open.

1. Services

Provider shall furnish, install, maintain, and continuously operate inflatable advertising devices ("Tube Men," as defined in Exhibit A, including Standard Wacky and Deluxe Flailing configurations) at Client's member dealerships under the Tube Man-as-a-Service program ("TMaaS").

2. Fees

$270 per unit per month, invoiced monthly in arrears, covering hardware, blower assembly, maintenance, seasonal wardrobe (Exhibit C: Holiday Appendages), and replacement of any unit that suffers Catastrophic Deflation as defined in Section 8.

4. Service Levels

4.1 Definition of Uptime. A unit is "Up" when it is inflated, upright, and performing continuous wave motion visible from the adjacent roadway. A unit that is inflated but motionless ("Standing Ovation Failure") is not Up. A unit performing intermittent or lethargic motion ("Slow Lean") is not Up. Client's dashboard is the system of record.

4.2 Wacky Waving Uptime SLA. Provider shall maintain fleet-wide Uptime of no less than ninety-nine and one-half percent (99.5%), measured monthly across all units under management.

4.3 Exclusions. Downtime attributable to dealership power loss, acts of municipal signage boards, or winds exceeding 45 mph (see Section 4.4, "Too Wacky Conditions") is excluded from the calculation.

4.5 Promotional Period Penalties. During any Client promotional period designated in writing (including the Summer Sales Event), each day on which fleet-wide Uptime falls below the SLA floor shall incur liquidated penalties of $50,000 per day, which the parties agree is a genuine pre-estimate of lost dealership foot traffic and not a penalty, no matter how much it feels like one.

8. Catastrophic Deflation

Any unit that cannot be restored to Up status within four (4) hours by remote guidance or on-site service. Provider bears all costs of replacement, including expedited freight of replacement appendages.

9. Termination

9.1 For Cause. Client may terminate this Agreement upon five (5) consecutive days of SLA breach during a Promotional Period, with thirty days' notice and without early-termination fee.

9.2 Effect. Upon termination, Provider shall deflate and remove all units with dignity and during non-peak hours.

12. Renewal

The parties shall commence renewal discussions no later than ninety (90) days before expiry. Client reserves the right to conduct a competitive evaluation, and Provider acknowledges that Client has been approached by alternative vendors whose products are described, in Client's words, as "adequate."

14. Miscellaneous

14.3 Force Majeure. Neither party is liable for failures caused by events beyond reasonable control, excluding helium market conditions, which the parties agree are always somebody's fault.

14.7 Entire Agreement. This Agreement, its Exhibits, and the annotated napkin from the 2024 kickoff dinner (Exhibit F, incorporated by reference) constitute the entire agreement.

Signatures on file. Exhibit F is in the safe.