1.1 C-Loop Packaging Sweden AB (trading as “Meadow“) is the developer of a proprietary circular packaging system (the “MEADOW KAPSUL™ System“), whereof the MEADOW KAPSUL™ System pre-fills and dispensers are core components.

1.2 A MEADOW KAPSUL™ System pre-fill (“Pre-fill”) is produced when Meadow’s proprietary adaptation of the standard aluminium Countersink Double-seam Lid/“CDL” can end (an “End“) is fitted and seamed to a standard beverage can (or similar vessel) by means of Meadow’s proprietary tooling equipment that causes Pre-fills to be crimped (from time to time also referred to as “daisy topped”) – i.e. the process that forms the distinctive corrugated/crimped design around the top of a sealed Pre-fill (the “MEADOW KAPSUL™ Crimper” or from time to time the “Daisy Topper“).

1.3 The MEADOW KAPSUL™ System is furthermore comprised of MEADOW KAPSUL™ System dispensers – Meadow’s proprietary dispenser design and technology that interacts with and opens Pre-fills (“Dispensers“).

1.4 Meadow is the holder of an extensive portfolio of intellectual property and intellectual property rights in and to the components of the MEADOW KAPSUL™ System and the MEADOW KAPSUL™ Crimper.

1.5 These terms and conditions (the “MEADOW KAPSUL™ Terms and Conditions“ or “Terms“) are issued by Meadow for incorporation into supply chain agreements relating to the MEADOW KAPSUL™ System such as agreements for the supply of Pre-fills and Dispensers to brand owners, as well as upstream licences and sublicences for use of the MEADOW KAPSUL™ System technology.

1.6 Within these Terms, all persons and entities that manufacture, distribute, market, sell, or otherwise commercialise the system are referred to as “System User” and are bound by these terms to the extent to which they have been incorporated into a valid agreement as described by clause 2.

2.2 These Terms may be incorporated by reference into any supply agreement, licence agreement, sub-licence agreement, or other commercial contract concerning the MEADOW KAPSUL™ System.

2.3 Where these Terms are incorporated by reference, they shall be treated as part of and read together with the incorporating agreement as a single instrument. In the event of any conflict between these Terms and the incorporating agreement these Terms shall prevail to the extent of the conflict.

2.4 Where, pursuant to clause 2.2, these Terms are incorporated into an agreement to which Meadow is not a party, Meadow is hereby conferred the appropriate third-party rights necessary to enforce the terms set out herein and to defend and enforce all rights conferred upon it.

3.1 The System User acknowledges that the MEADOW KAPSUL™ System is designed and authorised to be used exclusively as a combined packaging and dispensing solution, properly sealed and crimped in accordance with Meadow’s specifications (“Authorised Use“).

3.2 The System User:

(a) May not manufacture, sell, distribute, or otherwise make available Pre-fills for use with unauthorised dispensers; and

(b) May not manufacture, sell, distribute, or otherwise make available Dispensers for use with unauthorised alternative pre-fills or similar refill cartridges.

3.3 Any use of the MEADOW KAPSUL™ System outside of Authorised Use constitutes an unauthorised use (“Unauthorised Use”). Unauthorised Use may, at Meadow’s sole discretion, be treated as an infringement of Meadow’s intellectual property rights. Meadow reserves all rights and remedies available to it in this regard.

4.1 The System User must ensure that all Pre-fills and Dispensers it manufactures, sells, distributes, or otherwise makes available bear the following mandatory compatibility markings:

(a) Pre-fills shall be clearly marked – i.e. incised into the End by the relevant authorised End producer – with the following text:

“FOR USE ONLY WITH AUTHORISED DISPENSERS”

(b) Dispensers shall be clearly marked – e.g. injection moulded into the interior of the Dispenser body – with the following text:

“NOT TO BE USED WITH UNAUTHORISED PRE-FILLS”

4.2 In the event that the Pre-fills and/or Dispensers purchased by the System User do not contain the mandatory compatibility markings as required by clause 4.1 above, the System User shall promptly inform sales@meadow.com.

5.1 The System User agrees to include, or as applicable ensure inclusion of, the following terms of use in the retail packaging, e.g. cardboard box or similar, (if any) of all Pre-fills, Dispensers, and/or bundles thereof that it puts on the market:

“This [BRAND NAME] product is packaged with the MEADOW KAPSUL™ system, which includes: i) ‘Authorised Pre-fills’; and ii) ‘Authorised Dispensers’. By using this system, you agree that Authorised Pre-fills may only be used with Authorised Dispensers, and Authorised Dispensers are not to be used with unauthorised refill or pre-fill cartridges.”

6.1 Where the System User manufacturers Pre-fills itself, or has them manufactured under a sublicence from Meadow, it must ensure that all Pre-fills are crimped using only the prescribed MEADOW KAPSUL™ Crimper equipment and in accordance with Meadow’s instructions and specifications (subject to any exceptions detailed in the licence under which the Pre-fills are manufactured).

6.2 Unless agreed otherwise for certain products (e.g. food and drink), all visual representations of Pre-fills (including product photography, AI generated images or other media, whether available on the System User’s own website or otherwise made publicly available online or offline) include the signature “crimp”/“daisy top” feature, being the distinctive corrugated or crimped design around the sealed Pre-fill, as illustrated here:

[INCLUDE IMAGE OF CRIMP HERE]

7.1 All marketing, sales, or similar materials used by the System User in connection with commercial activities relating to the MEADOW KAPSUL™ System shall comply with the Meadow’s branding guidelines (the “MEADOW KAPSUL™ Guidelines”).

7.2 The MEADOW KAPSUL™ Guidelines will be made available to the System User within Meadow’s information portal at https://meadow.global/portal (the “Meadow Portal”), unless otherwise communicated by Meadow to the System User and may be updated by Meadow from time to time.

7.3 In addition to the mandatory compatibility marking and terms of use requirements set out in clauses 4 and 5 above, the System User must:

(a) Include the stacked MEADOW KAPSUL™ logo lock-up on its retail packaging, adhering to the stipulated minimum size requirements;

(b) Refrain from claiming, suggesting or implying ownership of the MEADOW KAPSUL™ System technology, or claiming, suggesting or implying that the technology is its own invention or the invention of any party other than Meadow; and

(c) Refrain from claiming, suggesting or implying any exclusivity over the MEADOW KAPSUL™ System technology.

7.4 The System User consents to Meadow’s use of the System User’s name, logo, and trademarks, including final products with logos and trademarks etc and pictures/displays thereof (the “System User’s Brand“) for the purpose of promoting and marketing the MEADOW KAPSUL™ System. This includes, but is not limited to, use on Meadow’s website, marketing materials, case studies, and social media channels. Meadow agrees to use the System User’s Brand in accordance with any guidelines provided by the System User in writing to sales@meadow.global and to seek prior written approval for any specific use that falls outside the scope of this clause. The System User may at any time object upon reasonable grounds to any use by Meadow of the System User’s Brand.

The System User must not apply, or allow the application of, any trademark, logo, design, trade name, or other intellectual property to Pre-fills or Dispensers where such use infringes or is reasonably likely to infringe the intellectual property rights of any third party.

9.1 Meadow reserves the right to update or amend these Terms from time to time. Such amendments shall be deemed accepted and incorporated into all applicable agreements concerning the MEADOW KAPSUL™ System upon the counterparty to such agreement notifying the System User of the amendment.

9.2 If any provision of these Terms is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, it shall be deemed modified to the minimum extent necessary to make it valid, legal, and enforceable. The remaining provisions shall continue in full force and effect.

9.3 No failure or delay by Meadow in exercising any right or remedy under these Terms shall constitute a waiver of that right or remedy. A waiver of any breach shall not constitute a waiver of any subsequent breach.

9.4 These Terms shall be governed by and construed in accordance with the laws of Sweden. Any dispute arising out of or in connection with these Terms shall be subject to the exclusive jurisdiction of the courts of Sweden, with the District Court of Stockholm (“Stockholm tingsrätt”) as the court of first instance.