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Vending Machine Placement
Terms & Conditions

These Terms govern the placement and operation of DB Smart Market units at partner buildings. They are incorporated by reference into each signed Order Form.

DB Smart Markets — Rogoway Vending, LLC, an Illinois limited liability company, d/b/a DB Smart Markets
Last updated: July 23, 2026
These Vending Machine Placement Terms and Conditions (these "Terms") are incorporated into, and form part of, each Order Form entered into between ROGOWAY VENDING, LLC, an Illinois limited liability company, d/b/a DB SMART MARKETS ("Company"), and the building owner or manager identified on that Order Form ("Owner"). Company and Owner are each a "Party" and together the "Parties." An "Order Form" is a document — in paper or electronic form — that references these Terms, identifies the Premises and Designated Location, and is signed (including by electronic signature) by both Parties. Together, an Order Form and these Terms constitute a single "Agreement" between Company and the Owner named on that Order Form. If a term of an Order Form conflicts with these Terms, the Order Form controls solely with respect to the matter it addresses.
1
Definitions
1.
Vending Machine(s)
The automated vending machine(s) placed by Company at the Premises for the sale of food, beverages, or other products.
2.
Premises
The building or property identified on the Order Form.
3.
Designated Location
The specific area(s) within the Premises designated for placement of the Vending Machine(s), as described on the Order Form or as otherwise mutually agreed in writing.
4.
Products
The food, beverages, or other items sold through the Vending Machine(s).
2
Grant of Right; Placement
5.
Placement Right
Owner grants to Company, and Company accepts, a non-exclusive right to place, install, maintain, and operate the Vending Machine(s) at the Designated Location during the Term.
6.
Location
The Vending Machine(s) shall be placed only in the Designated Location. Company shall not relocate the Vending Machine(s) within the Premises without Owner's prior written consent, not to be unreasonably withheld.
7.
Ownership
The Vending Machine(s), all related equipment, and all Products are and remain the sole property of Company at all times. This Agreement grants Company no ownership, leasehold, or other real property interest in the Premises.
8.
No Rent
No rent or other payment is due from Company to Owner for the placement or operation of the Vending Machine(s) unless otherwise stated on the Order Form.
3
Owner's Obligations
9.
Access
Owner shall provide Company and its authorized personnel with reasonable access to the Premises during normal business hours, or such other times as mutually agreed, to install, service, restock, repair, and remove the Vending Machine(s).
10.
Power
Owner shall provide, at no charge to Company, access to a standard electrical outlet or other power supply reasonably necessary to operate the Vending Machine(s).
11.
Connectivity
If the Vending Machine(s) require internet connectivity, Owner shall provide Company with access to WiFi at the Designated Location at no charge, where reasonably available. Owner does not warrant the speed, reliability, or uptime of such WiFi, and Company may instead rely on its own cellular or other data connection.
12.
Condition
Owner shall maintain the Designated Location in a reasonably safe and accessible condition.
4
Company's Obligations
13.
Installation and Maintenance
Company or its designee shall, at its own cost, install, maintain, repair, and remove the Vending Machine(s) and keep them in good working order in compliance with applicable law.
14.
Restocking
Company shall use commercially reasonable efforts to restock the Vending Machine(s) with Products on a regular basis sufficient to maintain reasonable product availability.
15.
Cleanliness
Company shall keep the Vending Machine(s) and the immediately surrounding area clean and free of debris.
16.
Compliance
Company shall operate the Vending Machine(s) in compliance with applicable federal, state, and local laws, including health, safety, and food service regulations.
17.
Products and Pricing
Company shall have sole control over the selection, pricing, stocking, rotation, removal, and promotional offerings of Products offered through the Vending Machine(s), subject to applicable law and any specific restrictions stated on the Order Form.
5
Term and Termination
18.
Term
The Agreement commences on the Effective Date stated on the Order Form and continues until terminated under this Section 5 (the "Term").
19.
Termination for Convenience
Owner may terminate on 90 days' prior written notice. Company may terminate on 30 days' prior written notice. Either Party may terminate for any reason or no reason.
20.
Removal
Within 10 days after termination or expiration, Company shall remove the Vending Machine(s) and related equipment and leave the Designated Location in reasonably good condition, ordinary wear and tear excepted. If Company fails to timely remove the Vending Machine(s), Owner may remove and store them at Company's cost, and Company shall reimburse Owner's reasonable, documented removal and storage costs on request.
6
Indemnification
21.
By Company
Company shall indemnify, defend, and hold harmless Owner and its officers, directors, employees, and agents from third-party claims, damages, losses, and reasonable costs and expenses (including reasonable attorneys' fees) to the extent arising from Company's negligence or willful misconduct in installing, operating, maintaining, or removing the Vending Machine(s).
22.
By Owner
Owner shall indemnify, defend, and hold harmless Company and its officers, directors, employees, and agents from third-party claims, damages, losses, and reasonable costs and expenses (including reasonable attorneys' fees) to the extent arising from Owner's breach of this Agreement or Owner's negligence or willful misconduct.
7
Limitation of Liability

EXCEPT FOR (I) A PARTY'S INDEMNIFICATION OBLIGATIONS UNDER SECTION 6, OR (II) A PARTY'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT: (A) NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS OR LOST REVENUE, ARISING OUT OF OR RELATED TO THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; AND (B) EACH PARTY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED $5,000.

COMPANY MAKES NO WARRANTY, EXPRESS OR IMPLIED, REGARDING THE VENDING MACHINE(S) OR PRODUCTS BEYOND ANY WARRANTY EXPRESSLY STATED ON AN ORDER FORM, AND DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT TO THE MAXIMUM EXTENT PERMITTED BY LAW.

8
Payment Security
25.
Company's Vending Machine(s) process payment card transactions through a Payment Card Industry Data Security Standard (PCI-DSS) compliant system operated by Company's third-party technology provider. Company does not directly store or have access to full payment card numbers or sensitive cardholder data. Company shall not sell or share customer, resident, or user transaction data with any third party except as required by law or as reasonably necessary to process payments, operate the Vending Machine(s), prevent fraud, provide support, or comply with this Agreement.
9
Miscellaneous
26.
Governing Law
This Agreement is governed by the laws of the State of Illinois, without regard to its conflicts of law principles.
27.
Force Majeure
Neither Party is liable for any delay or failure to perform (other than payment obligations) caused by circumstances beyond its reasonable control, including acts of God, fire, flood, labor disputes, or governmental action.
28.
Entire Agreement
These Terms, together with the applicable Order Form and any exhibits, constitute the entire agreement between the Parties regarding its subject matter and supersede all prior or contemporaneous understandings on that subject.
29.
Amendment
Company may update these Terms from time to time by posting an updated version at the URL referenced on the Order Form; updates apply prospectively and do not alter rights or obligations that accrued before the update. Any other amendment must be in a written instrument signed by both Parties.
30.
Assignment
Neither Party may assign this Agreement without the other Party's prior written consent, except that Company may assign it to an affiliate or successor in connection with a merger, acquisition, or sale of substantially all of its assets.
31.
Electronic Signatures
An Order Form may be executed by electronic signature (including click-to-accept or e-signature platforms), which shall have the same legal effect as a handwritten signature.
32.
Notices
Notices shall be in writing and delivered personally, by confirmed email, or by certified or registered mail to the addresses stated on the Order Form.
33.
Severability
If any provision is held invalid or unenforceable, the remaining provisions continue in full force and effect.
34.
Independent Contractors
The Parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, employment, or agency relationship.

Questions about these Terms? Contact us directly — we're happy to walk through anything before you sign.

shay@dbsmartmarkets.com   ·   (312) 576-0295