Retailer of Cannabis Addendum

Pac-Mid Technology Group, Inc. dba Droppz

This Cannabis Retailer Product Addendum (“Cannabis Retailer Addendum”) is incorporated into the Agreement. All capitalized terms used and not defined herein shall have the meanings ascribed to them in the Sign-Up Sheet, in this Offerings Addendum, or in the Terms of Service between the parties (the “Agreement”). Vendor is a State licensed cannabis retailer authorized to sell Adult-Use Marijuana or Medical Cannabis Products for in-store, pick-up or delivery, and the Parties wish to incorporate the following terms specific to the sale and/or delivery of Cannabis Products to consumers in Applicable Jurisdictions. Vendor agrees to be bound by this Cannabis Retailer Addendum by (i) signing up as a cannabis retailer, whether directly with Droppz or through a third party, or (ii) Vendor’s express agreement to these terms.

 

1.) DEFINITIONS.

1.1 “Cannabis Laws” means all applicable federal, state/provincial, and local laws, regulations, ordinances, rules, and policies related to Cannabis Products.

 

1.2“Cannabis Licensee” means all applicable licenses, permits, license and/or permit endorsements, and/or authorizations from state/provincial and/or local cannabis licensing authorities.

           

1.3 “Cannabis Products” means age-restricted cannabis products or other age-restricted cannabis products identified to Droppz as such by State licensed Vendor and sold by Vendor.

 

1.4 “Applicable Jurisdictions” means any jurisdiction that permits sales of Adult-Use Marijuana and/or Medical Cannabis Products for in-store, pick-up or delivery from time to time during the Term.

 

1.5 “End Customer Order” means an order for Cannabis Products placed by an End Customer.

 

1.6 “Damages” means all liability, cost, expense, claim, loss or damage caused by any act or omission by Vendor, including, but not limited to, injury (whether to body, property, personal or business character or reputation) sustained by any person or to any person or to any property relating to the production, sale, and/or delivery of the Cannabis Products which may result from the sale or distribution of the Cannabis Products under this Cannabis Retailer Addendum.

 

1.7 “DropPass Order” means an End Customer Order placed by an End Customer who has agreed to the terms and conditions of the DropPass.

 

1.8 “Droppz Product” means the Droppz technology platform that Vendor accesses or Droppz provides that will allow information to be exchanged between Vendor and Droppz.

 

1.9 “End Customer” means the purchasing consumer.

 

1.10 “Include” or “including,” and any variation thereof, shall not be deemed to be terms of limitation, but rather shall be deemed to be followed by the words “without limitation.”

 

1.11 “Indemnified Party” means the other Party, its subsidiaries and affiliates, and their respective officers, directors, shareholders, employees and agents.

 

1.12 “Indemnifying Party” means the Party indemnifying the other Party pursuant to the terms of this Cannabis Retailer Addendum.

 

1.13 “Vendor Location,” as used herein, or “Vendor Store,” as may be used in other parts of the Agreement, shall be treated as equivalent definitions, each meaning the Vendor store, or location(s) that are within the territories serviced by Droppz and includes any of the foregoing entities: (a) entities owned and operated by Vendor and/or its affiliates, and/or (b) entities owned and operated by franchisees of Vendors or its affiliates.

 

1.14 “Party” means Droppz or Vendor, as the context requires.

 

1.15 “Product” means a product sold by a Vendor.

 

1.16 “Self-Delivery Order” means an Order placed through the Droppz marketplace for Product delivery via Droppz Delivery App by Vendor’s delivery personnel.

           

1.17 “Term” means the period beginning on the Cannabis Retailer Addendum Effective Date and continuing until the earlier of (i) for each Applicable Jurisdiction, until a change in any Cannabis Law(s) (or enforcement thereof) prohibits Vendors from selling Cananbis Products for in-store, pickup or delivery in such Applicable Jurisdiction(s), or (ii) this Cannabis Retailer Addendum is terminated by either Party upon notice to the other Party. If either Party terminates the MSA/TOS, this Cannabis Retailers Product Addendum shall automatically terminate.

 

2.) CANNABIS RETAILER LICENSING.

2.1 Vendor represents and warrants that it holds and will maintain in good standing throughout the Term the Cannabis Licenses required for the sale of Cannabis Products directly to consumers in Applicable Jurisdictions, including any Cannabis Licenses required to accept orders for Cannabis Products from consumers directly or through a third party via the internet and/or to deliver Cannabis Products to consumers, as applicable. Vendor further represents and warrants that it currently complies with and will continue to comply with all Cannabis Laws, and that it is responsible for Cannabis Law compliance related to its activities and any sales or deliveries of Cannabis Products under this Cannabis Retailer Addendum. Vendor acknowledges and agrees that End Customer Orders will be fulfilled based on and under its legal rights under its Cannabis Licenses.

 

3.) SELLER OF RECORD.

3.1 Vendor is the seller of all Cannabis Products under the Agreement. Vendor shall at all times be solely responsible for determining the selection and setting the price of all Cannabis Products sold in connection with this Cannabis Retailer Addendum. For avoidance of doubt, title for all Cannabis Products sold under this Cannabis Retailer Addendum shall pass directly from the Vendor to the End Customer, as applicable, (i) if an Order is placed for delivery by a Dropper, upon pickup by the Dropper at the Vendor’s location, (ii) if an Order is placed as a Self-Delivery Order, at the End Customer’s delivery location upon delivery by Vendor’s delivery personnel to the End Customer, or (iii) if an Order is placed for pick-up by the End Customer, at the Vendors Location at the time of pick-up.

 3.2 The Parties agree that Droppz shall not receive any proceeds from the sale of Cannabis Products. Vendor acknowledges and agrees that Vendor will pay Droppz reasonable fees for its marketing and delivery facilitation services, as set forth in the MSA/TOS or as otherwise set forth in this Cannabis Retailer Addendum.

 

4.) CANNABIS PRODUCTS.

4.1 Vendor may only offer Cannabis Products for Self-Delivery Orders placed through the Droppz Product if Vendor has entered into a Self-Delivery Product Addendum with Droppz, and, in such event, Vendor represents and warrants that it will not use Flexible Delivery or any Dropperz delivery fulfillment option for Self-Delivery Orders in Applicable Jurisdictions that do not permit third party delivery fulfillment of orders that contain Cannabis Products.

4.2 Vendor represents and warrants that it will not offer Cannabis Products on the Droppz Product during days of the week and times of day during which Vendor is not authorized to sell and deliver Cannabis Products under the applicable Cannabis Laws.

4.3 Vendor will offer Cannabis Products for delivery only to the extent authorized by Vendor’s Cannabis Licenses, and in containers and packages authorized under Vendor’s Cannabis Licenses and the applicable Cannabis Laws, including Cannabis Laws related to the delivery method for Cannabis Products. In no case shall Vendor offer Cannabis Products beyond legal limits for End Consumers on the Droppz Product.

4.4 In the event that any government agency or regulatory body provides guidance that any terms of this Cannabis Retailer Addendum are in violation of, or prohibited by, any Cannabis Laws, such terms shall be deemed to be amended or deleted to conform to such Cannabis Laws. Alternatively, in such circumstances, either Party may terminate this Cannabis Retailer Addendum upon written notice to the other Party. 

 

5.) PAYMENTS, PROCESSING, PAYMENT AND TAXES.

5.1 Fees/Flat Fees for Orders in Certain States. Droppz will charge Vendor the fee rate indicated in the MSA for all Orders that are placed in the Applicable Jurisdictions and included Cannabis Products; provided, however, that if any Applicable Jurisdiction requires that Droppz charge a flat fee for its services related to the sale of Cannabis Products and the fee indicated in the MSA is anything other than a flat fee, Droppz will instead charge Vendor the applicable fee set forth on Exhibit A.

5.2 Certain End Customer Payments. For End Customer Orders facilitated through Marketplace or Storefront in the United States and such other individual State jurisdictions as may be identified by Droppz from time to time, the End Customer’s payment for all End Customer Orders containing Cannabis Products shall be processed by a third-party payment processor, and all proceeds for such End Customer Orders shall be remitted to the Vendor.

5.3 Payment Processor Agreements: Droppz uses a payment processing service to facilitate Customer payments to Vendors. In order to facilitate this process, the Vendor is required to have a Cannabis Payment Processor account (“Payment Provider”).

1. Vendor agrees to be bound by the Cannabis Payment Processor Agreement, which includes the Payment Providers Services Agreement, as the same may be modified by the Payment Provider from time to time. The information provided on the cover page of the Agreement is required only if Vendor’s corporate entity also owns and operates individual Vendor Location(s) that need to be added to the Droppz Marketplace. This information is necessary to establish Vendor’s Payment Provider Account, and it can be updated at any time.

2. Droppz reserves the right to change its payment processors at any time during the Term and Vendor will provide Droppz with any information required to set up a payment account with any such alternate payment processor.

 

6.) DELIVERY, AGE, AND RECORDS.

6.1 Upon receipt of an End Customer Order on the Droppz Product, Droppz shall transmit the End Customer Order to Vendor for Vendor’s review and approval or rejection.

6.2 If an End Customer Order is placed for Self-Delivery, Vendor agrees that its delivery personnel will deliver the End Customer Order from Vendor’s licensed premises only to the delivery address provided by the applicable End Customer. Upon delivering an End Customer Order, Vendor represents and warrants that its delivery personnel will only deliver the End Customer Order: (i) if there is a recipient to accept delivery of the Cannabis Product; (ii) such recipient is the legal age in the Applicable Jurisdiction; (iii) such recipient matches the name and description on the relevant identification used to place the End Customer Order; and (iv) such recipient is not visibly impaired.

6.3 If an End Customer Order is placed for pick-up at the Vendor’s licensed premises, Vendor represents and warrants that it will only provide the End Customer Order to the End Customer if the End Customer (i) is the legal age in the Applicable Jurisdiction; (ii) matches the name and description on the relevant identification used; and (iii) is not visibly impaired.

6.4 If an End Customer Order is placed for delivery fulfillment through Droppz in Applicable Jurisdictions, a Dropper will pick up the End Customer Order from Vendor’s licensed premises and deliver it only to the delivery address provided by the applicable End Customer. Upon delivering an End Customer Order, Droppers are prompted to: (i) check that the recipient is the legal age in the Applicable Jurisdiction by scanning and otherwise inspecting the recipient’s government-issued ID; and (ii) check that the recipient is not visibly impaired.

6.5 For any delivery fulfillment requested via the DroppzDrive addendum, Vendor represents and warrants that it will collect the necessary consent where required from the End Customer for the collection, storage, and/or use of personally identifiable information to facilitate the process of checking that the recipient of Cannabis Products are the legal age in the Applicable Jurisdiction.

 

7.) RETURNS.

7.1 Droppz does not process returns, exchanges, or substitutions of Cannabis Products, Vendor will solely be responsible for and handle all customer support issues relating to such returns, exchanges, or substitutions. Droppz at times shall provide End Customers with credits, as applicable by law. Droppz in its discretion shall determine whether to provide credit for Cannabis Products that have been delivered to or picked up by End Customers. If applicable, any credits will be processed in accordance with Droppz customer support procedures.

7.2 A Cannabis Product will be deemed ‘undeliverable’ in any of the following circumstances: (i) the recipient does not present valid identification indicating that they are of the legal age to consume Cannabis Products; (ii) the recipient does not match the name and/or description provided on the relevant identification used for the End Customer Order; (iii) the recipient is visibly impaired; (iv) any written instructions provided by the Vendor related to the delivery of the Cannabis Product cannot reasonably be complied with by Droppz or a Dropper as determined by their respective sole discretion; or (v) there are circumstances that would render the delivery of the Cannabis Product unreasonable or a violation of applicable laws as determined by Droppz or a Dropper in their respective sole discretion. In the event that Droppz facilitates the return of any undeliverable Cannabis Product, Vendor is obligated to accept and process such returns in accordance with applicable law and this Section.

 

8.) REPRESENTATIONS AND WARRANTIES.

8.1 In addition to the representations and warranties set forth in the Agreement and elsewhere in this Cannabis Retailer Addendum, and notwithstanding anything to the contrary, the Parties make the following representations, warranties, and covenants.

8.2 Mutual. Droppz and Vendor hereby represent and warrant that each complies and shall continue to comply during the Term with all applicable laws necessary for each to perform its obligations under this Cannabis Retailer Addendum and the MSA/TOS (including, with respect to Vendor, any laws, rules or regulations in the Applicable Jurisdiction(s) that require Vendor to sell Cannabis Products, or that impose other restrictions or requirements related to the sale of Cannabis Products).

8.3 Droppz. Droppz hereby represents and warrants that it shall ensure that Droppers fulfilling End Customer Orders for Cannabis Products: (i) will be the legal age in the Applicable Jurisdiction; and (ii) will have gone through a background check and receive materials relating to the delivery of Cannabis Products in accordance with Vendor Procedures, Cannabis Laws, including checking that recipients are the legal age and identifying whether individuals are visibly impaired.

8.4 Vendor. Vendor hereby represents and warrants that: (i) it shall promptly inform Droppz of any regulatory or governmental inquiry that could reasonably jeopardize Vendor’s legal ability to sell or deliver Cannabis Products or otherwise perform its obligations under this Cannabis Retailer Addendum; (ii) it is solely responsible with respect to the Parties for tagging and identifying all applicable Vendor Products as Cannabis Products, so that such Vendor Products are compliant with Cannabis Laws for the Droppz Platform and/or in End Customer Orders sent to Droppz for delivery fulfillment and have age-restricted procedures; and (iii) it shall ensure that its delivery personnel fulfilling delivery of End Customer Orders that include Cannabis Products: (1) will be the legal age in the Applicable Jurisdiction; (2) will have received materials relating to the delivery of Cannabis Products in accordance with Cannabis Laws, including checking that recipients are at least the legal age in the Applicable Jurisdiction and identifying whether individuals are visibly impaired; and (3) will make records available to Droppz upon request for purposes of Droppz compliance with Cannabis Laws.

 

9.) INDEMNIFICATION. In addition to the indemnities set forth in the MSA/TOS, the Indemnifying Party will defend, indemnify, pay, and hold harmless the Indemnified Party from and against any third-party claims arising from the breach of any representations or warranties or covenants made under this Cannabis Retailer Addendum. Notwithstanding the foregoing, Vendor assumes all responsibility for, shall bear all liabilities and expenses and shall indemnify and hold Droppz harmless from all Damages caused by any act or omission by Vendor, including injury (whether to body, property, personal or business character or reputation) sustained by any person or to any person or to any property relating to the production, sale, and/or delivery of the Cannabis Products which may result from the sale or distribution of the Cannabis Products under this Cannabis Retailer Addendum (but excluding any Damages solely to the extent they arise from the gross negligence or willful misconduct of Droppz or any Dropper).

 

10.) LIMITATION OF LIABILITY. The Parties agree that (i) neither party will be liable to the other, under this Cannabis Retailer Addendum, for indirect, special, incidental, exemplary, punitive, or consequential damages, or lost profits, lost revenue, harm to goodwill, the costs of procuring replacement services, or costs of training employees or contractors, regardless of whether such damage was foreseeable, and (ii) each Party’s maximum aggregate liabilities related to or in connection with this Cannabis Retailers Addendum shall not exceed the total amount paid or payable by one Party to the other Party under this Cannabis Retailers Addendum in the twelve (12) month period immediately preceding any claim. This limitation will apply to all claims under all theories of law and equity, except where prohibited by law.

 

11.) TERMINATION. This Cannabis Retailers Addendum begins on the Cannabis Retailers Addendum Effective Date and may be terminated pursuant to the terms of the MSA/TOS. Droppz reserves the immediate right, at its sole discretion, to suspend, discontinue, or terminate, in whole or in part, the delivery fulfillment of any Cannabis Product.

 

12.) CONFLICT/SUPERSEDE. With the exception of Section 6.1 above, if there is a conflict between the provisions of this Cannabis Retailers Addendum and the Agreement, the provisions of this Addendum will control. In addition, this Addendum supersedes any prior agreements between or among the Parties concerning the matters governed hereby (namely, Cannabis Products).