Master services agreement

This Master Services Agreement (“Agreement”) is an agreement by and between DELIVERYBUDZ LLC a New York limited liability company, and the legal adult-use cannabis product Dispensary identified in the applicable Order Form (“Dispensary”), and governs Dispensary’s access to and use of the DB legal adult-use cannabis product delivery and ordering software and platform, as further described herein (collectively the “Services”). DB and Dispensary are each referred to as a “Party” and collectively as the “Parties”.

This Agreement hereby incorporates all terms and conditions contained in the DELIVERYBUDZ LLC TERMS OF USE (the “Terms”) as if fully recited herein and all Capitalized items not defined herein shall inherit their meanings from the Terms.

IMPORTANT NOTICE: THIS AGREEMENT CONTAINS AN ARBITRATION PROVISION, WHICH WILL REQUIRE DISPENSARIES TO SUBMIT CLAIMS ANY SUCH PARTIES HAVE AGAINST DB TO BINDING AND FINAL ARBITRATION. IN ADDITION, UNDER THE ARBITRATION AGREEMENT, (A) DISPENSARIES WILL ONLY BE PERMITTED TO PURSUE CLAIMS AGAINST DB ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING, AND (B) DISPENSARIES WILL ONLY BE PERMITTED TO SEEK RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF)ON AN INDIVIDUAL BASIS.

IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY,YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERMS “YOU” AND "DISPENSARY" SHALL REFER TO SUCH ENTITY, ITS EMPLOYEES, ITS REPRESENTATIVES, AND ITS AFFILIATES. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, YOU MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE THE SERVICES.

1. Definitions

“Applicable Laws” shall mean all federal, state, and local laws, rules, agencies, and regulations which govern the conduct of the Parties’ businesses and the Parties’ performance of their respective obligations under this Agreement, including but not limited to the New York Office of Cannabis Management regulations, the New York City and New York State Department of Health regulations, the New York Marijuana Regulation and Taxation Act, the California Medicinal and Adult-Use Cannabis Regulation and Safety Act, the California Department of Food & Agriculture’s Regulations, the California Department of Public Health’s Regulations, any state mandated laboratory testing regulations, and the local jurisdictional rules and regulations in which the Parties operate, but shall not include any U.S.federal law, civil, criminal or otherwise, that is directly or indirectly related to the cultivation, harvesting, production, processing, marketing, distribution, sale, transfer, possession, and/or use of cannabis, marijuana, or related substances, including without limitation, the prohibition on drug trafficking under the Controlled Substances Act (21 U.S.C. section 801, et seq.), the conspiracy statute under 18 U.S.C. section 846, the bar against aiding and abetting the conduct of an offense under 18 U.S.C. section 2, the bar against misprision of a felony (concealing another’s felonious conduct) under 18 U.S.C. section 4, the bar against being an accessory after the fact to criminal conduct under 18 U.S.C. section 3, and the federal money laundering statutes under 18 U.S.C. sections 1956, 1957, and 1960, and in each case, any violation of federal law relating thereto, or arising, derived or resulting therefrom.

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“Cannabis Products” means cannabis and cannabis related goods and services of any kind that are derived from or include cannabis, whether intended for medical or recreational use.

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“Confidential Information” means information disclosed by either Party to the other Party relating to this Agreement which is identified at the time of disclosure as confidential or which should reasonably be considered confidential due to its nature and content. Confidential Information excludes information that: (i) through no unauthorized act or failure to act by the receiving Party, is or becomes generally known in the public domain; (ii) is or was made known to the receiving Party from a source other than the disclosing Party and that was not under any obligation of confidentiality towards the disclosing Party; or (iii) is independently developed by the receiving Party without use of the disclosing Party’s Confidential Information.

“Dispensary Account” means Dispensary’s registered management account to access the Services, with associated sub-accounts for each authorized user of the Dispensary Account, typically Dispensary’s employees (each, a “Dispensary Account User”).

“Dispensary Personal Data” means personal information collected in connection with the activation and maintenance of the Dispensary Account, including without limitation a Dispensary Account User’s first and last name, email address, Dispensary or location description, Dispensary name, street address, city, state and zip code but excluding information collected through the publicly accessible portions of the Site, which is subject to the privacy policy posted on those webpages.

“Order Forms” means any DB Order Form or order form made available to Dispensary which identifies the Services purchased and associated fees and terms. Executed Order Forms are incorporated by reference into this Agreement.

“Personal Information” means information obtained through the Services that can be used to uniquely identify a Customer including, without limitation, names, recent geographic and physical location of the Customer, certain product or other specific needs of the Customer if made available by the Customer.

“Privacy Laws” means any law, regulation or other governmental or administrative order, in any jurisdiction relevant to this Agreement, and related to the protection, privacy and security of Personal Information of natural persons, including any federal, state, or foreign laws and regulations, specifically including but not limited to the Telephone Consumer Protection Act that controls text messages and the California Consumer Privacy Act that protects consumer information for California residents.

“Customer” means those individuals who seek to utilize the Service to identify Dispensaries for in person visitation by the Customer and/or order Cannabis Products via the Services for delivery.

“Customer Data” means the information that is collected by the Customer’s use of the Services, including Personal Information, all data and information or materials accessed, transmitted, uploaded, published or displayed through the Services by Dispensary and Customers, such as name, geographic location at a certain time, and allergies/illness information.

“Services” means a neutral technology and software platform facilitating the communication, and order and delivery of Cannabis Products between Dispensaries and Customers. The foregoing Services shall at all times be subject to the DB Terms of Service (ii) the DB Privacy Policy.

“Site” means collectively any of DB’s websites, mobile applications, and third-party network properties.

“Software” means the application software comprising and enabling the Services delivered by and through any DB website, by DB in downloadable form, by DB in desktop form, streaming, and/or mobile, which is proprietary to DB.

“Dispensary Account Users” means employees and staff of the Owner Operator who are given access to the Services to assist Customers.

“Dispensary Usage and Personal Data” means: (i) aggregated technical data about Dispensary’s and Dispensary Account Users’ use of the Software, including but not limited to the DB account identification; active; dates and times of Software logins; Customer usage statistics; database actions taken; external calls, HTTP requests and browser load pages made by the Software/Services, and (ii)Dispensary Personal Data, BUT excluding Customer Data.

2. DB Services

2.1. Services. The Services will be provided to Dispensary as set forth in the applicable Order Form.

2.2. Account. In order for Dispensary to use the Services, Dispensary is required to register one or more Dispensary Accounts. Dispensary will provide all applicable information requested during the signup process through the management interface on the Site.

2.3. Approval. After the registration process is complete, DB will review the information submitted by Dispensary. DB reserves the right to approve or deny use of the Services for Dispensary at its sole discretion. Any continued use of the Services or the Site is subject to Dispensary’s continued compliance with this Agreement.

2.4. Non-Exclusive Relationship. The Dispensary understands that DB can and will provide the Services to other cannabis and related goods and services retailers, dispensaries, and other related operators and owners, as it sees fit and that any licenses or other grants to the Dispensary hereunder are strictly on a non-exclusive basis. Dispensary may engage other service providers similar to DB for services similar to the Services as it sees fit.

2.6 Trial Period. DB may offer certain eligible Dispensaries the service for a limited period of time. At the end of this trial period, access to the DB Guest Manager service will expire and Dispensaries will lose access to the DB Services.

2.7. Training. DB MAY provide training, support and documentation for the use and setup of the Services and Services Devices as more specifically set forth in the Order Form. If Dispensary requests additional support training, DB may provide such training subject to its availability and payment of DB’s then-current training fees.

2.8. Additional Features. DB MAY offer certain optional features and functionalities for Dispensary(“Additional Features”). The use of any Additional Features may require additional fees and require Dispensary to agree to additional terms and conditions specific to those Additional Features, which will be provided to Dispensary at the time Dispensary elects to utilize those Additional Features through DB.

2.9 Customer Data Provided To Dispensary with DB Services. The following Customer Data, if known to DB, may be made available to Dispensaries for reservations made through DB Services: (i) the Customer’s name and phone number; (ii) the Customer’s email address; (iii) any past or present information about the Customer that the Customer has disclosed through the Services including any Customer Data.

2.10 Collected Data. DB may store the Customer Data during the Term. DB reserves the right to use such Customer Data (i) to perform the Services, (ii) in the aggregate and de-identified manner to assist DB in understanding general user trends and preferences for the Services and (iii) as otherwise permitted by the Dispensary. This information may be made available to Dispensary as well as part of DB’s ongoing efforts to improve the Services and provide additional information about Customers to Dispensary.

2.11. California Consumer Privacy Act. In order for both Dispensary and DB to comply with the California Consumer Privacy Act and related regulations (“CCPA“), the CCPA requires that service providers (such as DB) agree to limit personal information processing to what is necessary for the service provider to fulfill its contractual obligations. By entering into this Agreement, Dispensary instructs DB to use, retain and disclose personal information only to provide the Services and to perform its other obligations and exercise its rights under the Agreement, or as otherwise allowed under the CCPA. It is the parties’ intent that DB is a service provider and not a third party with respect to such personal information. DB shall not (a) sell any personal information; or (b) retain, use or disclose any personal information for any purpose other than for the specific purpose of providing the Services or as otherwise allowed under theCCPA, or outside of the direct business relationship between DB and Dispensary. DB hereby certifies that it understands its obligations under this Section and will comply with them.

3. Representation and Warranties

3.1 Authority. Each Party represents and warrants that: (a) it has the power and authority to enter into this Agreement; (b) this Agreement and each Order Form is entered into by an employee or agent of such Party with all necessary authority to bind such Party to the terms and conditions of this Agreement; (c) its execution of this Agreement does not violate any other agreement by which it is bound; and (d) it is a legal entity in good standing in the jurisdiction of its formation.

3.2 Dispensary Warranties. Dispensary represents and warrants to DB that it understands, acknowledges, affirms, and agrees that (i) DB is not itself a manufacturer, retailer, distributor, cultivator, nor product or brand of any Cannabis Products; (ii) DB is not in the business of nor does it manufacture, harvest, cultivate, grow, distribute, design, formulate, rate, label, assess, nor test any Cannabis Products, (iii) Dispensaries bear sole legal responsibility and liability for making sure and certifying that any Cannabis Products offered, sold, or otherwise made available by them are offered in a safe, lawful, and compliant manner, (iv) DB is not in any way guaranteeing that the use of the Services(inclusive of delivery of any Cannabis Products) is compliant with any and all Applicable Laws. Dispensary further represents and warrants to DB that it: (X) will use the Services in compliance with all applicable local, state, and national laws, rules and regulations, Applicable Laws, and Privacy Laws; and (Y) it has obtained and will maintain throughout the term of this Agreement all necessary licenses, authorizations, approvals and consents to enter into and perform its obligations hereunder in compliance with all Applicable Laws. Further, Dispensary hereby represents and warrants to DB that: (A) it will remain fully responsible for all access to and use of the Services through Dispensary’s Account IDs’ login name and password, including access to any features the use of which results in monetary charges to Dispensary, whether or not Dispensary has knowledge of or authorizes such access and use; (B) it will not share or provide access to Dispensary’s login name and password to any third parties, and will use best efforts to protect the secrecy of Dispensary’s login name and password; and (C) it has provided and will continue to provide DB with accurate and complete account and other information, and will inform DB in writing of any changes or updates to such information during the term of this Agreement.

3.3 DB Warranties. DB represents and warrants that DB (or its agents, contractors, and vendors) has all appropriate licenses, approvals and authority to use the vehicle(s) and provide the Services. DB covenants and agrees to maintain in force at all times during the term of this Agreement, (i) insurance on the personal vehicle that meets or exceeds the minimum liability insurance required by New York law or the State where DB operates; and (ii) adequate insurance to protect DB from (A) claims for damages because of bodily injury, sickness, disease or death that arise out of any negligent act or omission of DB and (B) claims for damages because of injury to or destruction of tangible or intangible property, including loss of use resulting therefrom, that arise out of any negligent act or omission of DB.DB covenants and agrees that, DB will at all times comply with all Applicable Laws, including without limitation all traffic laws and provisions of the motor vehicle code, including such laws and provisions applicable to the operation of non-automotive vehicle(s) such as a bicycle, and (if applicable) otherwise operate DB’s vehicle(s) in a safe and reasonable manner.

NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, IT IS UNDERSTOOD AND AGREED THAT IF DISPENSARY OPERATES IN NEW YORK STATE, THEN: 1) THE FOREGOING SECTION 3.3 SHALL NOT APPLY TO DB, AS DISPENSARY SHALL MAKE ITS OWN DELIVERIES USING ITS OWN EMPLOYEES (NOT CONTRACTORS) AS REQUIRED UNDER NEW YORK LAW AND THE GUIDANCE OF THE OFFICE OF CANNABIS MANAGEMENT; AND 2) INSTEAD THE WARRANTIES CONTAINED IN SECTION 3.3 SHALL BE DEEMED WARRANTIES OF THE DISPENSARY IN ADDITION TO THOSE MADE BY THE DISPENSARY UNDER SECTION 3.2.

4. Fees, Payment, Taxes.

4.1 All fees and taxes shall be set forth in the applicable Order Form.

4.2 Taxes. Dispensary is solely responsible for the payment, collection, and remittance of all taxes associated with the sale of Cannabis Products including but not limited to any income sales, use, or VAT taxes, as well as the preparation and timely filing of all documentation required by taxing authorities having jurisdiction over the Dispensary.

5. DB Responsibilities

5.1 DB shall use commercially reasonable efforts to perform any deliveries pursuant to and in accordance with prevailing industry customs regarding the delivery of Cannabis Products, including but not limited to standard regarding: (i) DB’s interaction with consumers and suppliers, (ii) safe handling of Cannabis Products requested by consumer through the Services, (iii) privacy of consumer information,(iv) interaction with the Dispensary’s support representatives, (v) fulfilling requested and/or accepted pick-up and delivery orders, (vi) responsiveness to the Dispensary support personnel regarding accepted pick-up and delivery orders, (vii) completing accepted delivery orders in a reasonably efficient and prompt manner, (viii) assuring deliveries are conducted in a safe and professional manner, (ix)attempting to perform any deliveries as close to “door to door” as possible taking into consideration logistical and legal limitations, or providing delivery to a mutually agreed upon location with the Customer, (x) Cannabis Products are delivered to consumer representative of the condition provided by the Dispensary, and (xi) consumer’s personal information and property are respected by DB.

5.2 DB is expressly authorized to make use of any subcontractors, employees, personnel or other representatives of DB and in the manner that the subcontractors, employees, personnel or other representatives are utilized is at DB’s own risk and expense. DB shall be responsible for direction and control of any subcontractors, employees, personnel or other representatives it chooses to utilize in the performance and fulfillment of Services. DB is fully and solely responsible for all payment to subcontractors, employees, personnel or other representatives due in regards to services and work performed on behalf of DB or upon DB’s request pertaining to this Agreement; including wages, benefits, expenses, required state and federal tax withholdings, unemployment contributions, social security taxes, and any other reimbursements or payments owed based on completed services by DB and all subcontractors, employees, personnel or other representatives engaged by DB in Services included within this Agreement. DB’s subcontractors, employees, personnel or other representatives are eligible for any benefits of any kind from the Dispensary. DeliveryBudz does not employ any subcontractors to perform physical delivery of products in States that prohibit this.

5.3 DB’s subcontractors, employees, personnel or other representatives have no obligation to wear or display the Dispensary’s brand or logo. DB agrees to not create or design any equipment or apparel with Dispensary branding or likeness of Dispensary branding that could be inferred as Dispensary logo or branding for personal use and/or gain, or for use and/or gain by DB’s subcontractors, employees, personnel or other representatives without the express written consent of the Dispensary. DB is not required to purchase, lease or rent any products, equipment or services from the Dispensary as a condition of providing Services or entering into this Agreement. The Dispensary does not require DB to wear a uniform, other clothing or equipment of any type bearing the Dispensary’s name, logo or colors.

NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, IT IS UNDERSTOOD AND AGREED THAT IF DISPENSARY OPERATES IN NEW YORK STATE, THEN: 1) THE FOREGOING SECTIONS 5.1-5.3 SHALL NOT APPLY TO DB, AS DISPENSARY SHALL MAKE ITS OWN DELIVERIES USING ITS OWN EMPLOYEES (NOT CONTRACTORS) AS REQUIRED UNDER NEW YORK LAW AND THE GUIDANCE OF THE OFFICE OF CANNABIS MANAGEMENT; AND 2) INSTEAD, THE RESPONSIBILITIES CONTAINED IN SECTION 5.1 SHALL BE DEEMED RESPONSIBILITIES OF THE DISPENSARY IN ADDITION TO RESPONSIBILITIES OF THE DISPENSARY SET FORTH UNDER SECTION 6 BELOW.

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6. Dispensary Responsibilities

6.1 Product and Facility Quality and Compliance. Dispensary shall be solely responsible for maintaining the cleanliness, accessibility, safety, and usability of the Dispensary and any Cannabis Products, including but not limited to performing the following from time to time, in a reasonably frequent fashion, and subject at all times the Applicable Laws: (i) maintaining the cleanliness, safety, and accessibility of any physical locations of the Dispensary, (ii) maintain compliance with all Applicable Laws, including permits, registrations, and licenses, assuring the safety, legal compliance with all Applicable Laws, quality, accuracy and availability of Cannabis Products (weather manufactured by the Dispensary or a third party).

6.2 Dispensary Account Compliance. Dispensary agrees that Dispensary is responsible for the compliance by the Dispensary Account Users with this Agreement and for the Dispensary Account Users’ use of the Services, as well as for ensuring that the Dispensary Account Users maintain the confidentiality of their login credentials. Dispensary agrees that Dispensary is responsible for all charges incurred by the Dispensary Account Users with access to the Services.

6.3 Use of Customer Data. Unless prior written approval is received from DB, Dispensary will not: (a)disclose any Personal Information to unaffiliated third parties; or (b) use Personal Information for any purpose other than as required to fulfill and process the Customer’s orders. Dispensary may not use Personal Information for direct marketing unless the Customer has expressly opted-in to receive such marketing communications from Dispensary and Dispensary is able to document such consent for each Customer. The limitation in the preceding sentence will not apply to any Personal Information obtained by Dispensary through other means not involving the Services.

6.4 Acceptance of Orders. DB offers the Services to assist Customers in making orders of Cannabis Products based upon the availability of such Cannabis Products from Dispensary. Dispensary agrees to honor all orders made through the Services, to the extent inventory and supplies permit, except those canceled pursuant to the terms below.

6.5 Services Configuration. Prior to offering the Services to Customers, Dispensary must use the dashboard interface in the Dispensary Account to provide basic information for each Dispensary location and configure the dates and times for which reservations will be available. That includes, without limitation, providing Dispensary location’s address, operating hours, prices, inventory, etc. Dispensary may also upload photos and additional information which may be displayed to Customers if the Services permit.

7. Dispensary Accounts

7.1. Dispensary Account Activity. Dispensary Account Users are only authorized to use their own sub-accounts to access the Dispensary Account. Dispensary will not allow Dispensary Account Users to share their login credentials with any other person. Dispensary is responsible for all activity occurring in connection with the Dispensary Account and will promptly notify DB of any actual or suspected unauthorized use of its Dispensary Account or any sub account. DB reserves the right to suspend the Dispensary Account or any sub-account if it determines it may have been used for an unauthorized purpose.

7.2. Prohibition. Dispensary shall not: (i) except as permitted by this Agreement, directly or indirectly: sell, rent, lease, transfer, assign, distribute, display, host, outsource, disclose or otherwise commercially exploit or make the Services available to any third party other than Dispensary Account Users and Customers; (ii) modify, make derivative works of, disassemble, reverse compile, reverse engineer, or subvert the intrinsic security, integrity, or performance of any part of the Services for any purpose including without limitation discovering Customer Data or re-identifying anonymous data; (iii) access or use the Services in order to build a similar or competitive product or service; (iv) copy any features, functions or graphics of the Services for any purpose other than what is expressly authorized under this Agreement; (v) interfere with or disrupt the integrity or performance of the Services; (vi) use any e-mail addresses and other contact information provided on Services for marketing or advertising purposes; or(vii) send, store, access, post, transmit, link to, or otherwise distribute any spam, unlawful, infringing, obscene or libelous materials, or any viruses, worms, time bombs, Trojan horses and other harmful or malicious code, files, scripts, agents or programs. Except as expressly stated herein, no part of the Services may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means, including but not limited to electronic, mechanical, photocopying, recording, or other means. Dispensary shall make reasonable efforts to prevent unauthorized third parties from accessing the Services, and notify DB promptly of any such unauthorized access or use.

8. Software.

8.1 Consent to Collect and Share Information. The Software will enable DB to have access to information originating from Customers use of the Dispensary and/or any Cannabis Products. DB will have access and use rights to the content and activity originating from the Services. Dispensary agrees to ensure that Dispensary Account Users using the Services are aware of the Software and explicitly consent to its operation, use, transfer and storing of content and monitoring the foregoing activity.

8.2. Notice to Dispensary Account Users. The Dispensary will notify all employees, temporary workers and contractors who have access to and use the Services Device that any Customer Data and Dispensary Usage and Personal Data provided as part of the Software will be processed and stored by DB and be made available to third party service providers for processing and storing as part of DB’s use of the Software to provide the Services.

8.3. Dispensary Usage and Personal Data. Dispensary agrees that DB may also process and share the Dispensary Usage and Personal Data with certain third parties to manage Dispensary’s Account, send service-related notifications, bill for purchased Services, enforce compliance with this Agreement, facilitate the updating and enhancement of Software and Services, improve of the Software and/orServices, better understand its business needs and comply with its contractual obligations and applicable law. Dispensary Personal Data and Dispensary Usage and Personal Data may also be transferred to DB’s affiliates from time to time solely for the purpose of providing the applicable DBServices for the benefit of Dispensary.

8.4. Data Transfers. Dispensary agrees that Customer Data and Dispensary Usage and Personal Data collected or received by DB in connection with the download, installation, configuration, maintenance, support and use of the Software or DB service may be transferred, stored and processed by DB and its service providers in the United States or any other country in which DB or its affiliates or service providers maintain facilities.

8.5 Ownership. As between the Parties, DB shall own and retain all right, title and interest in and to the Services and DB Confidential Information, including all intellectual property rights. Dispensary may not duplicate, copy, or reuse any portion of the Services, or visual design elements or concepts without prior written permission from DB. No rights are granted to Dispensary hereunder other than as expressly set forth herein. As between the Parties, Dispensary shall own all right, title and interest in and to any Dispensary Data, and Dispensary Confidential Information. Subject to the confidentiality obligations of this Agreement, Dispensary agrees that DB may use Dispensary Data to compile, use and disclose anonymous, aggregated statistics, provided that no such information will directly identify and cannot reasonably be used to identify Dispensary or Dispensary Account Users. Dispensary shall be solely responsible for ensuring that Dispensary has obtained all necessary third-party consents and made all required disclosures in connection with the foregoing grant. Dispensary acknowledges and agrees that Dispensary Data may be transferred outside of the United States if Dispensary’s Authorized Users access the Dispensary Data while outside of the United States. In addition, Dispensary shall have sole responsibility for the accuracy, quality, integrity, legality, reliability and copyright of all Dispensary Data.

9. Intellectual Property

9.1. Ownership of Services and Site. DB will retain and own all intellectual property rights to the Services, including any modifications or improvements to the Services.

9.2. Dispensary Information. Dispensary will be responsible for providing DB with the Dispensary Personal Data for use in connection with the Services and setting up the Services during the registration process. In addition, Dispensary will provide DB with all applicable trademarks, logos and such other images and branding materials (“Dispensary Marks”) to incorporate in the Customer experience, where available. Dispensary is responsible and will indemnify DB for any liability resulting from or arising out of Dispensary Personal Data or Dispensary Marks. DB will not be responsible or liable for any failure to perform that is caused by Dispensary’s delay in or failure to provide Dispensary Personal Data. Dispensary hereby represents, warrants and covenants that: (i) all required registration information submitted to the Services is complete and accurate, and (ii) Dispensary will keep its Dispensary Account up to date with current information.

9.3. License to Dispensary Collateral. By providing information or materials to DB hereunder(collectively, the “Dispensary Collateral”), including Dispensary Data and Dispensary Marks, Dispensary grants DB a nonexclusive, royalty-free, perpetual, irrevocable license to use, reproduce, distribute, adapt, and publicly display, in any medium now known or hereafter developed, such Dispensary Collateral (and any derivatives thereof) in connection with the applicable Services(s), for analytical or reporting purposes, or in connection with DB’s promotional or marketing purposes. As between the Parties, Dispensary retains all right, title, and interest in Dispensary Collateral.

9.4. License to DB Marks. During the Term, Dispensary may market and promote its business or operation through use of the DB name or logos using advertising that has been reviewed and approved in advance by DB. However, Dispensary will not advertise any connection with DB, nor use DB’S name, symbols, or other identifying marks or property (collectively, “DB Marks”) nor make any representation, either express or implied, as to DB’S promotion or endorsement of Dispensary or Dispensary’s business, without prior written approval by DB. In any event, Dispensary agrees that it will not include any DB Marks in any advertisement, or in close proximity to any advertisement, for any illegal products or services.

9.5. Reservation of Rights. Except for the licenses granted in this Section 9, neither Party intends to grant, or actually grants any license, covenant not to sue, or any other immunity or right in connection with this Agreement under any intellectual property rights of that Party, whether by implication, statute, inducement, estoppel or otherwise, and each Party hereby reserves all of its rights other than the rights explicitly granted in this Agreement.

10. Term and Termination

10.1. Term. The term of this Agreement will begin on the date Dispensary accepts the terms and conditions of this Agreement and continues until terminated, as set forth under this Agreement
(the “Term”). If an Order Form specifies a Term, the Agreement will renew on a month-to-month basis after the end of the Term until notice of termination is provided by Dispensary or DB in accordance with the subsections below and the applicable Order Form.

10.2. Termination by DB. DB may terminate this Agreement at any time, for any or no reason, on any day of the month by providing thirty days (30) days written notice to the Dispensary via any email address provided by Dispensary in connection with its Dispensary Account or DB Business Account, or by overnight courier service to the address on file with DB.

10.3. Termination by Dispensary. Unless otherwise set forth in an Order Form and subject to any applicable Early Termination Fees, Dispensary may terminate a Services or this Agreement on any day of the month by providing thirty days (30) days written notice, including email, to team@deliverybudz.us.If Dispensary pays in advance, then DB will prorate the invoice amount to reflect the partial termination month.

10.4. Effect of Termination. Notwithstanding anything to the contrary, in the event of any termination, the Parties shall within thirty (30) days remit any monies and reimbursement due under this Agreement through the effective date of termination. Upon termination of this Agreement, any licenses provided by DB to Dispensary under this Agreement will terminate and Dispensary will immediately remove and cease any use of the icons or other trademarks or logos belonging to the other. Section 11 “Indemnification”, Section 12 “Confidentiality”, and Section 13 “Disclaimer and Limitation of Liability”, and Section 14 “General” will survive the termination of this Agreement for any reason.

11. Indemnification

11.1 Dispensary will defend, indemnify and hold harmless DB and its agents, officers, directors and employees, from and against any and all third party claims, actions, losses, damages, liabilities, costs and expenses (including, but not limited to, attorney fees and costs) (collectively, a “Third Party Claim”) arising out of or in connection with: (i) any breach or alleged breach by Dispensary of this Agreement or of the representations and warranties made by Dispensary in this Agreement, (ii) failure to obtain the express consent to the disclosures and conditions of use from Dispensary Account Users; and (iii)Dispensary and Dispensary’s employees and agents use of the Services and any information obtained through the Services. DB’s right to indemnification is conditioned upon the following: (1) reasonably prompt written notice to Dispensary of any Third Party Claim for which indemnification is sought, provided that failure by DB to provide such notice will not release Dispensary of its indemnity obligations hereunder, unless Dispensary is materially prejudiced by DB’S failure to give such prompt notice; (2) providing control of the investigation, preparation, defense and settlement thereof to Dispensary; and (3) providing reasonable cooperation at Dispensary’s request and expense, in the defense of the Third Party Claim. DB will have the right to participate in the defense of a Third-Party Claim with counsel of DB’s choice at DB’s expense. Dispensary will not, without the express written consent of DB, settle or compromise any Third-Party Claim, or consent to the entry of any judgment that imposes any liability or obligation upon DB or admits any wrongdoing on the part of DB.

12. Confidentiality

12.1 Each Party may have access to Confidential Information of the other Party. Notwithstanding the foregoing, Dispensary acknowledges and agrees that DB may disclose Dispensary's Confidential Information to its employees, consultants, and other third-party providers solely to the extent necessary to provide the Services under this Agreement.

12.2 As used herein, a disclosing Party shall be referred to as the "Disclosing Party” and the receiving Party shall be referred to as the "Receiving Party". If Receiving Party receives a request to disclose any Confidential Information of Disclosing Party pursuant to a subpoena, order, civil or criminal investigative demand, agency administrative demand, law, rule, regulation, or a judicial or similar process issued by a court of competent jurisdiction, the Receiving Party’s regulators or any other administrative body (each such request, a “Disclosure Request”), the Receiving Party is permitted to disclose such Confidential Information only to the extent necessary to comply with the Disclosure Request or as otherwise required by law. If legally permitted, Receiving Party shall provide Disclosing Party with prompt prior notice of such Disclosure Request and reasonable assistance, at Disclosing Party's expense, if Disclosing Party wishes to seek protection or confidential treatment of the Confidential Information relevant to theDisclosure Request. If the Receiving Party receives a Disclosure Request as part of a proceeding to which the Disclosing Party is a party, and the Disclosing Party is not contesting the Disclosure Request or is requesting the Disclosure Request, the Disclosing Party shall reimburse the Receiving Party for its reasonable cost and fees incurred in compiling and providing secure access to the ConfidentialInformation relevant to the Disclosure Request.

12.3 If Receiving Party discloses (or threatens to disclose) any Confidential Information of Disclosing Party in breach of this Section 12, Disclosing Party shall have the right, in addition to any other remedies available to it, to seek injunctive relief to enjoin such acts, it being acknowledged by the Parties that any other available remedies may be inadequate.

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12.4 Upon any termination of this Agreement, the Receiving Party shall continue to maintain the confidentiality of the Disclosing Party's Confidential Information for two (2) years and, upon request, return to the Disclosing Party or destroy (at the Disclosing Party's election, and subject to applicable law or regulation) all materials containing such Confidential Information.

13. Disclaimer and Limitation of Liability

13.1. DISCLAIMERS. EXCEPT AS EXPRESSLY SET FORTH IN THESE TERMS, THE SERVICE AND ANY MATERIALS PROVIDED BY DB IN ACCORDANCE WITH THESE TERMS (INCLUDING ALL CONTENT,SOFTWARE, MATERIALS AND INFORMATION) ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS,AND DB DISCLAIMS ALL OTHER EXPRESS WARRANTIES INCLUDING, WITHOUT LIMITATION, ANY WARRANTY THAT THE SERVICES OR ANY MATERIALS PROVIDED BY DB (1) WILL MEET THE REQUIREMENTS OF THE OTHER PARTY, OR (2) WILL BE UNINTERRUPTED OR THAT ANY INTERRUPTION WILL BE CORRECTED IN A TIMELY MANNER. DB FURTHER DISCLAIMS ALL IMPLIED WARRANTIES WITH RESPECT TO THE SERVICE AND ANY MATERIALS PROVIDED BY DB INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON INFRINGEMENT, AND TITLE.

DB SHALL NOT BE LIABLE FOR ANY DAMAGES WHATSOEVER ARISING OUT OF OR RELATING TO THE CONDUCT OF CUSTOMERS OR DISPENSARIES OR ANYONE ELSE IN CONNECTION WITH THE USE OF THE SERVICES AND/OR THE CANNABIS PRODUCTS, INCLUDING WITHOUT LIMITATION, BODILY INJURY, INJURIES GENERALLY, EMOTIONAL DISTRESS, PROPERTY DAMAGE, DAMAGE TO PREMISES, AND/OR ANY OTHER DAMAGES RESULTING FROM OR RELATED TO USE OF THE SERVICES AND/OR THE CANNABIS PRODUCTS.

NEITHER DB NOR ANY OF ITS AFFILIATES, PROMOTERS OR DISTRIBUTION PARTNERS SHALL BE RESPONSIBLE FOR ANY LOSS OR DAMAGE, INCLUDING PERSONAL INJURY OR DEATH, RESULTING FROM ANYONE'S (INCLUDING CUSTOMERS) USE OF THE SERVICES NOR ANY CONTENT POSTED ON THE SERVICES OR TRANSMITTED TO CUSTOMERS, OR ANY INTERACTIONS BETWEEN CUSTOMERS AND DISPENSARIES, WHETHER ONLINE OR OFFLINE.

DB DOES NOT CONTROL THE INFORMATION PROVIDED BY THIRD PARTIES (INCLUDING DISPENSARIES OR CUSTOMERS) OR SUPPORTED PLATFORMS ON THE SITE OR SERVICES, AND THEREFORE SHALL NOT BE RESPONSIBLE FOR DISPENSARY RELIANCE ON ANY INFORMATION OR STATEMENTS MADE ON OR THROUGH THE SERVICES. FURTHERMORE, CUSTOMERS AND DISPENSARIES ARE SOLELY RESPONSIBLE FOR THE INFORMATION THAT CUSTOMERS AND DISPENSARIES PROVIDE ON THE SERVICES, INCLUDING BUT NOT LIMITED TO PICTURES, DESCRIPTIONS, VIDEOS, WARRANTIES, GUARANTEES, OR ANY OTHER INFORMATION DISPENSARIES POST IN CONNECTION WITH ANY CANNABIS PRODUCTS .

13.2. LIMITATION OF LIABILITY. UNDER NO CIRCUMSTANCES, INCLUDING, BUT NOT LIMITED TO,NEGLIGENCE, WILL DB BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE,RELIANCE, OR EXEMPLARY DAMAGES ARISING OUT OF OR RELATING TO THESE TERMS, EVEN IF DISPENSARY OR DISPENSARY’S AUTHORIZED REPRESENTATIVE, HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, INCLUDING, BUT NOT LIMITED TO, ANY LOSS OF PROFIT (WHETHER INCURRED DIRECTLY OR INDIRECTLY), ANY LOSS OF GOODWILL OR BUSINESS REPUTATION, ANY LOSS OF DATA

SUFFERED, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR OTHER INTANGIBLE LOSS.WITHOUT LIMITING THE FOREGOING, DB WILL NOT BE LIABLE TO DISPENSARY FOR ANY CHANGES WHICH DB MAY MAKE TO THE SERVICES, OR FOR (A) ANY PERMANENT OR TEMPORARY CESSATION INTHE PROVISION OF THE SERVICE (OR ANY FEATURES WITHIN THE SERVICES); (B) THE DELETION OF,CORRUPTION OF, OR FAILURE TO STORE, ANY CONTENT AND OTHER COMMUNICATIONS DATA MAINTAINED OR TRANSMITTED BY OR THROUGH DISPENSARY’S USE OF THE SERVICES; (C)DISPENSARY’S FAILURE TO PROVIDE DB WITH ACCURATE ACCOUNT OR OTHER INFORMATION; (D) ANY LIABILITY RESULTING FROM DISPENSARY’S FAILURE TO KEEP ITS PASSWORD OR ACCOUNT DETAILS SECURE AND CONFIDENTIAL; OR (E) DISPENSARY’S FAILURE TO ACCESS THE SERVICES DUE TO MALFUNCTION(S) IN EQUIPMENT, INFRASTRUCTURE, SYSTEM, OR THE NETWORK USED BY DISPENSARY.EXCEPT FOR AMOUNTS EXPRESSLY DUE AND OWING HEREUNDER, IN NO EVENT WILL DB AND ITS AFFILIATES’ TOTAL LIABILITY TO DISPENSARY FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION ARISING OUT OF OR RELATING TO THESE TERMS (WHETHER IN CONTRACT OR TORT, INCLUDING NEGLIGENCE, WARRANTY, INDEMNIFICATION OR OTHERWISE) EXCEED THE AMOUNT RECEIVED BY DB FROM DISPENSARY DURING THE ONE YEAR PERIOD PRIOR TO THE EVENT GIVING RISE TO THIS CLAIM.

13.3. RESPONSIBILITY FOR CUSTOMER USE OF DISPENSARY/OR ANY CANNABIS PRODUCTS. DISPENSARY ACKNOWLEDGES THAT DB IS NOT IN ANY WAY RESPONSIBLE FOR ANY CUSTOMER’S USE OF THE OF DISPENSARY AND/OR ANY CANNABIS PRODUCTS EVEN AS RESULT OF AN DISPENSARY’S USE OF THE SERVICES. DISPENSARY IS SOLELY RESPONSIBLE AND LIABLE FOR (I) ANY COMMUNICATIONS WITH CUSTOMERS BY DISPENSARY PERSONNEL, WHETHER THROUGH THE SERVICES OR OTHERWISE; (II)CUSTOMER’S EXPERIENCE, INTERACTIONS, OUTCOMES, HEALTH AND WELLNESS, INJURIES OR ILLNESSES WITH OR ARISING FROM THE DISPENSARY AND/OR WITH ANY CANNABIS PRODUCTS; AND (III)COMPLIANCE WITH ANY APPLICABLE LAWS. DISPENSARY AGREES TO INDEMNIFY DB FOR ANY CLAIMS ARISING OUT OF OR IN CONNECTION WITH THE FOREGOING.

14. General.

14.1 Any action related to this Agreement will be governed exclusively by the internal laws of the state of New York, without regard for its conflicts of laws rules, and all disputes hereunder shall be subject to the exclusive jurisdiction of the state or federal courts located in New York County, New York.The Parties hereby irrevocably consent to the jurisdiction of such courts. This Agreement shall not be governed by the United Nations Convention on Contracts for the International Sale of Goods or theUniform Computer Information Transactions Act.

14.2 This Agreement and the Terms, together with any applicable Order Forms, represent the Parties' entire understanding relating to the use of the Services and supersedes any prior or contemporaneous, conflicting or additional, communications. No amendment or waiver of any provision of this Agreement shall be effective unless in writing and signed by authorized representatives of the Parties hereto. Not withstanding any language to the contrary therein, Order Form, or any other document that contains terms that are different from or in addition to the terms of this Agreement shall be void and of no effect to the extent of such different or additional terms.

14.3 If any provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then such provision(s) shall be construed to reflect the intentions of the invalid or unenforceable provision(s), with all other provisions remaining in full force and effect.

14.4 No joint venture, partnership, employment, or agency relationship exists between DB and Dispensary as a result of this Agreement or use of the DB Services.

14.5 Neither Party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the prior written consent of the other (not to be unreasonably withheld). Notwithstanding the foregoing, either Party may assign this Agreement in its entirety (including all Order Forms hereunder) to its successor in interest in connection with a merger, reorganization, or sale of all or substantially all assets or equity not involving a direct competitor of the other Party. Any attempted assignment in breach of this section shall be void. This Agreement shall bind and inure to the benefit of the Parties, their respective successors and permitted assigns.

14.6 Neither Party shall be liable to the other for any delay or failure to perform hereunder (excluding payment obligations) during any period in which such performance is delayed or rendered impracticable or impossible due to circumstances beyond such Party's reasonable control, including acts of God, acts of government, material changes in Applicable Laws that render the business of DB or Dispensary unlawful or not reasonably practicable, flood, fire, earthquakes, pandemics, civil unrest, acts of terror, strikes or other labor problems (excluding those involving such Party's employees), internet or other Services disruptions involving hardware, software or power systems not within such Party's possession or reasonable control, and denial of services attacks.

14.7 The failure of either Party to enforce any right or provision in this Agreement shall not constitute a waiver of such right or provision unless acknowledged and agreed to by such party in writing. In the event of any litigation of any controversy or dispute arising out of or in connection with this Agreement, its interpretation, its performance, or the like, the prevailing party shall be awarded reasonable attorneys' fees and expenses, court costs, and reasonable costs for expert and other witnesses attributable to the prosecution or defense of that controversy or dispute. Any rights not expressly granted herein are reserved.

14.8 Subject to the arbitration clauses included below, if there is any dispute arising out of the Services, by using the Services, the Parties expressly agree that any such dispute shall be governed by the laws of the State of New York, without regard to its conflict of law provisions, and the Parties expressly agree and consent to the exclusive jurisdiction and venue of the state and federal courts of the State of NewYork, in New York County, for the resolution of any such dispute. The Parties that any cause of action arising out of or related to the Services must commence within one (1) year after the cause of action arose; otherwise, such cause of action is permanently barred.

14.9 The Parties agree that, except for claims for injunctive or equitable relief or claims regarding intellectual property rights (which may be brought in any competent court without the posting of a bond), any dispute arising under this Agreement shall be finally settled in accordance with the Comprehensive Arbitration Rules of the Judicial Arbitration and Mediation Service, Inc. (“JAMS”) by arbitrators appointed in accordance with such rules. ALL CLAIMS MUST BE BROUGHT IN THE PARTIES'INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING, AND, UNLESS WE AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON'S CLAIMS. THE PARTIES AGREE THAT, BY ENTERING INTO THESE TERMS, THE PARTIES ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN ACLASS ACTION.

14.10 The Parties agree any arbitration shall take place in New York, New York, USA in the English language and the arbitral decision may be enforced in any court. The prevailing Party in any action or proceeding to enforce this Agreement shall be entitled to costs and attorneys' fees.

14.11 A waiver by either Party of any term or condition of this Agreement or any breach thereof, in anyone instance, will not waive such term or condition or any subsequent breach thereof.

14.12 DB may assign its rights under this Agreement without condition.

14.13 This Agreement will be binding upon and will inure to the benefit of the parties, their successors and permitted assigns. The headings of the paragraphs of this Agreement are inserted for convenience only and shall not be deemed to constitute part of this Agreement or to affect the construction thereof.

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