The NearGreen website neargreen.appadia.com, and all related mobile applications (collectively, the “Site”) are copyrighted works belonging to Appadia, Inc. (NearGreen , “Us”, “Our”, and “We”).

NearGreen provides a proximity marketing platform designed for the cannabis industry to increase footfall and customer experience; cannabis resources via the Site, dispensary and retailer directories,medical provider directories, rehab institutions,including user reviews and ratings and other information and services (collectively, the “End User Services”) to end consumers of the Site (“End Users”).

In addition, NearGreen  offers a variety of services to cannabis related businesses including, dispensary and retailer directories, medical provider directories, rehab institutions directories (each, a “Customer” and also referred to as “you” and “your”) who may use the Site to list their services, location and products on a Customer page (each a “Customer Page”) and promote their business on the Site (collectively, with other services provided through the Site to Customers, the “Business Services”; the Business Services and End User Services are also collectively referred to as the “Services”). Somo features of the Business Services may be subject to additional guidelines, terms, or rules, which will be posted on the Site. All such additional terms, guidelines, and rules are hereby integrated into this Agreement.

These terms of use (“agreement”) sets forth the legally binding terms for your use of the site and business services. Your use of the site and end user services is ruled by NearGreen ‘s general terms of use. By accessing or using the site or business services, you accept this agreement and you represent and warrant that you have the right, authority, and capacity to enter into this agreement. You may not access or use the site or business services or accept this agreement if you do not have the capacity to enter into this agreement. If you do not agree with all of the provisions of this agreement, do not access and/or use the site or business services. if you are using the site or business services on behalf of a company, entity, or organization, you represent and warrant that you are an authorized representative of such company, entity, or organization with the authority to bind it.

1 CUSTOMER ACCOUNTS

1.1 CUSTOMER ACCOUNTS. In order to use certain aspects of the Business Services Site, you must upgrade your standard NearGreen account to a Customer account (“Customer Account”) by contacting NearGreen via the Site. You represent, warrant, and agree that: (a) you hold all applicable required license necessary for your business, including but not limited to: retail license(s) as prescribed and permitted by the licensing board, authority or similar regulatory authority for the city, town, county and/or state (each as applicable) in which you operate your business and the governmental cannabis licensing commission for the state in which your business operates (if such governmental regulatory licensing framework exists); (b) you shall immediately provide copies of the required license and registration information to NearGreen  upon request at any time; (c) all information you provide to NearGreen is truthful and accurate; and (d) you will maintain the accuracy of such information. Use of any personal information you provide to us is governed by our Privacy Policy. If you are claiming a Customer Page, then you represent and warrant that you are the owner or authorized agent of such Customer. You are responsible for maintaining the confidentiality of all the information of your Customer Account (login information, password, all changes; updates; activities in connection with your Customer Account, including activities by other users granted access to your Customer Pages.) You agree to immediately notify NearGreen of any unauthorized or suspected unauthorized use of your Customer Account or any other breach of security. NearGreen cannot and will not be liable for any loss or damage arising from your failure to comply with the above requirements.

1.2 Cancellation. You may delete your Customer Account at any time, for any reason, by emailing NearGreen.  We may suspend or terminate your Customer Account in accordance with Section 10.

2 PAYMENT

2.1 BUSINESS SERVICES.  Once you claim an existing store or you want to introduce a new one, and order Business Services, your subscription to the applicable Business Service will automatically renew until you cancel your Business Service. Unless otherwise specified, you may cancel your Business Service at any time by emailing NearGreen at info@appadia.com. NearGreen may change the pricing for Business Services (from time to time in its sole discretion) by notifying you at the current email address associated with your Customer Account Any changes in pricing will not take effect until thirty (30) days after NearGreen’s attempt to send such e-mail notice.

2.2 Payment Terms. Business Services may be offered on a paid or a free basis. If you order a paid Business Service, you agree to pay the applicable Business Service fee listed on the Site. NearGreen accepts payment by e-checks.

You may pay by e-check using a smartphone, tablet or computer and you shall verify your device with a 6-digit code (sent via text). You shall fill out and sign your check, take a picture of it, and submit for our review.

In the event that you cancel a Business Service or it is otherwise terminated in accordance with Section 10, reactivation of your Customer Account and related Business Services may be subject to additional reactivation fees in NearGreen ‘s sole discretion. ALL PAYMENTS ARE NON-REFUNDABLE, IN WHOLE OR IN PART, FOR ANY REASON WHATSOEVER, INCLUDING BUT NOT LIMITED TO CANCELLATION OR TERMINATION OF SERVICES.

Any amounts not paid when due shall bear interest at the rate of one and one half percent (1.5%) per month, or the maximum legal rate if less. If any fee cannot be charged to your credit card for any reason, NearGreen  may provide you, via email or other method, notice of such non-payment and a link for you to update your payment information. If such non-payment is not remedied within seven (7) days after receiving such notice of non-payment, then NearGreen  (a) may provide any priority Business Services you have ordered to another paying Customer (e.g., any ad space that you have reserved), (b) may permanently revoke any existing offers related to pricing or discounts, and/or (c) may terminate the applicable Business Service.

3 SITE

3.1 LICENSE. Subject to the terms of this Agreement, NearGreen  grants you a non-transferable, non-exclusive, license to use the Site and Business Services subscribed to through your Customer Account solely in accordance with this Agreement.

3.2 RESTRICTIONS. The rights granted to you in this Agreement are subject to the following restrictions: (a) you shall not license, sell, rent, lease, transfer, assign, distribute, host (except where hosting is necessary to offer certain Services), or otherwise commercially exploit the Site or Services; (b) you shall not modify, make derivative works of, disassemble, reverse compile or reverse engineer any part of the Site or Services; (c) you shall not access the Site or Services in order to build a similar or competitive service; and (d) the Site and/or Services or part of the Site and/or Services may not be copied, reproduced, distributed, republished, downloaded, displayed or transmitted in any form or by any means.

3.3 MODIFICATION. NearGreen reserves the right, at any time, to modify, suspend, or discontinue the Site or Services or any part thereof with or without notice. You agree that NearGreen will not be liable to you or to any third party for any modification, suspension, or discontinuance of the Site or Services or any part thereof.

3.4 OWNERSHIP. You acknowledge that all the intellectual property rights, including copyrights, patents, trademarks and trade secrets, in the Site and Services are owned by NearGreen or NearGreen ‘s licensors. These provisions do not transfer to you or any third party any rights, title or interest in or to such intellectual property rights. NearGreen  and its licensors reserve all rights not granted in this Agreement.

4 CUSTOMER CONTENT

4.1 CUSTOMER CONTENT. “Customer Content” means any and all information and content that a Customer submits to, or uses with, the Site or Services including Customer information (business name, address, and contact information) (“Customer Business Information”), coupons, giveaways, promotional codes,  and other offers listed by you on the Site (collectively, “Deals”), photos, or other information uploaded by Customer to the Site. You are solely responsible for your Customer Content and you assume all risks associated with this use including any reliance on its accuracy, completeness, or any disclosure of your Customer Content that makes you or any third party personally identifiable. You hereby represent and warrant that your Customer Content does not violate the Acceptable Use Policy (defined below). You may not state or imply that your Customer Content is in any way provided, sponsored or endorsed by NearGreen. NearGreen  is not obligated to backup any Customer Content and Customer Content may be deleted at anytime. You are solely responsible for creating backup copies of your Customer Content if you desire.

4.2 LICENSE. You hereby grant, and you represent and warrant that you have the right to grant, to NearGreen an irrevocable, perpetual, nonexclusive, royalty-free and fully paid, worldwide license to reproduce, distribute, publicly display and perform, prepare derivative works of, incorporate into other works, and otherwise use your Customer Content (including, as applicable, your Customer Pages), and to grant sublicenses of the foregoing, for the purposes of including your Customer Content in the Site and Services and developing and distributing new, original content for use in conjunction with the Site and Services. You agree to irrevocably waive (and cause to be waived) any claims and assertions of moral rights or attribution with respect to your Customer Content. Some of your Customer Content (including, as applicable, your Customer Pages) may continue to be publicly displayed and distributed on the Site and Services following termination or expiration of this Agreement.

4.3 FEEDBACK. If you provide NearGreen  any feedback or suggestions regarding the Site or Services (“Feedback”), you hereby assign to NearGreen  all rights in the Feedback and agree that NearGreen  shall have the right to use such Feedback and related information in any manner it deems appropriate. NearGreen  will treat any Feedback you provide to NearGreen as non-confidential and non-proprietary. You agree that you will not submit to NearGreen  any information or ideas that you consider to be confidential or proprietary.

5 USE POLICY.

5.1 RESTRICTIONS. You agree not to use the Site or Services to collect, upload, transmit, display, or distribute any Customer Content (a) that violates any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right; (b) that is unlawful, harassing, abusive, threatening, harmful, invasive of another’s privacy, vulgar, defamatory, false, intentionally misleading, trade libelous, pornographic, obscene, patently offensive (e.g., material that promotes racism, discrimination, hate, or physical harm of any kind against any group or individual) or otherwise objectionable material of any kind or nature or which is harmful to minors in any way; (c) in violation of any law, regulation, or obligations or restrictions imposed by any third party; or (d) is otherwise designed, in NearGreen ‘s sole discretion, to attack or damage the reputation of your competitors or other Customers or End Users on the Site and/or on the related mobile app.

5.2 COMPLIANCE WITH APPLICABLE LAWS. You may not use the Services to post or communicate any information in contravention of any applicable laws or regulations. All the information you post on the site and/or on the related mobile application must comply with all applicable laws, whether national, state, or provincial, including, without limitation, those regulating the advertising of cannabis or cannabis-related products and provision of any Deals. You must comply with all applicable laws, regulations, and industry standards in conducting your business, and in the event that any person, entity, or government authority accuses you of any illegal or unethical conduct, NearGreen  shall have the right in its sole discretion to immediately suspend or terminate Your use of the Business Services upon notification in accordance with Section 10 below.

5.3 CANNABIS-RELATED DESCRIPTION RESTRICTIONS. You may not use the Services to post or communicate any information (including Customer Content) which (a) makes any deceptive, false, or misleading statements about your products and/or services, (b) promotes over consumption of your products and/or services, (c) represents that the use of cannabis has curative or therapeutic effects, (d) represents a person under twenty-one years of age (e)

5.4 CUSTOMER CONTENT. You may not post any information that refers or links to any third-party websites or services for cannabis dispensaries, retail locations, rehab and/or medical provider listings. You must maintain your Customer Content (including any applicable Customer Business Information) so that it is accurate and current.

5.5 REVIEWS. You may  not to reviews on the Site (using your Customer Account or any other NearGreen End User account) that are (a) about your own cannabis dispensary, retail location, rehab or medical provider entity or a competitor’s cannabis dispensary, retail location, rehab and/or medical provider entity or (b) your products or competing products. Reviews based on non-personal experience are not allowed. Reviews posted on the Site must not: (a) be written exclusively in capital letters, (b) be plagiarized, (c) contain spam or advertisements, (d) contain personally identifying information about any person, (e) contain personal attacks, sexual descriptions of an individual’s physical appearance, (f) contain references to products, cannabis dispensaries, retail locations, rehab institutions and/or medical providers other than the product or entity being reviewed

5.6 PHOTOS. Any photo or images must be relevant and appropriate to the Customer and its business or product as featured on the Site. Photo or Image files must contain an accurate depiction of the product they illustrate. They cannot contain pornography or other graphic images and must otherwise abide by the guidelines set forth in this Section 5.

5.7 ADVERTISING RULES. Advertisements must not include any of the following: content targeted to minors; content that in any way infringes upon or violates the rights of any third party, including personal or Intellectual proprietary rights; Nudity or sexually provocative content; animated GIFs; weapons, explosives, or any unsafe products (determined at the sole discretion of NearGreen.); false, deceptive or misleading content; violent content; spyware or malware or links to sites containing spyware or malware; tobacco products. Advertisements promoting dating, lotteries, gambling, Pharmacies and nutritional supplements are permitted only with prior approval from NearGreen. Advertising promoting alcohol must comply with all applicable local laws, required or established industry codes, guidelines, licenses and approvals. Failure to comply with these rules may result in cancellation of your advertising and termination of your account. NearGreen reserves the right to reject or remove any advertisement for any reason. Advertisers are responsible for complying with all applicable laws and regulations. The policies listed here are subject to change at any time, without notice. Furthermore, all images and text must be relevant and appropriate to the service or product being promoted.

5.8 TECHNOLOGICAL RESTRICTIONS. You agree not to use the Site, and/or related mobile applications or Services to: (a) upload, transmit, or distribute any computer viruses, worms, or any software intended to damage or alter a computer system or data; (b) send unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes, or any other form of duplicative or unsolicited messages, whether commercial or otherwise; (c) harvest, collect, gather or assemble information or data regarding other Customers or End Users, including email addresses, without their consent; (d) interfere with, disrupt, or create an undue burden on servers or networks connected to the Site or Services or violate the regulations, policies or procedures of such networks; (e) attempt to or impersonate another user or NearGreen  or gain unauthorized access to the Site or Services, other Customer Pages, or other computer systems or networks connected to or used together with the Site or Services, through password mining or other means; (f) harass or interfere with another user’s use and enjoyment of the Site or Services; or (g) introduce software or automated agents or scripts to the Site or Services so as to produce multiple accounts, generate automated searches, requests and queries, or to strip, scrape, or mine data from the Site or Services.

5.9 Suspension and Termination. We reserve the right to review any Customer Content, investigate, and/or take appropriate action against you in our sole discretion (including removing or modifying your Customer Content, terminating your Customer Account in accordance with Section 10, and/or reporting you to law enforcement authorities) if we in our sole discretion suspect that you have violated the Acceptable Use Policy or any other provision of this Agreement or otherwise create liability for us or any other person.

6 INDEMNITY.

You agree to indemnify and hold NearGreen  (and its officers, employees, and agents) harmless, including costs and attorneys’ fees, from any claim or demand made by any third party due to or arising out of (i) your use of the Site, and/ related mobile applications or Services, (ii) your interactions with any other users of the Site or Services (including other Customers or existing or potential customers); (iii) your Customer Content, (iv) your violation of this Agreement; or (v) your violation of applicable laws or regulations. NearGreen  reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us and you agree to cooperate with our defense of these claims. You agree not to settle any matter without the prior written consent of NearGreen. NearGreen will use reasonable efforts to notify you of any such claim, action or proceeding upon becoming aware of it.

7 OTHER USERS

Your interactions with other Customers or End Users are solely between you and such user, including with respect to the provision of any Deals offered by you on the Site. You agree that NearGreen will not be responsible for any loss or damage provoked as the result of any such interactions. We have no obligation to become involved or solve any dispute between you and any Customer or End User.

8 DISCLAIMERS

YOU DISCHARGE NearGreen (AND OUR OFFICERS, EMPLOYEES, AGENTS, SUCCESSORS, AND ASSIGNS) FROM, AND HEREBY WAIVE AND RELINQUISH, EACH AND EVERY PAST, PRESENT AND FUTURE DISPUTE, CLAIM, CONTROVERSY, DEMAND, RIGHT, OBLIGATION, LIABILITY, ACTION AND CAUSE OF ACTION OF EVERY KIND AND NATURE (INCLUDING PERSONAL INJURIES, DEATH, AND PROPERTY DAMAGE), THAT HAS ARISEN OR ARISES DIRECTLY OR INDIRECTLY OUT OF, OR RELATES DIRECTLY OR INDIRECTLY TO, ANY INTERACTIONS WITH, OR ACT OR OMISSION OF, OTHER CUSTOMERS OR END USERS.

THE SITE AND SERVICES ARE PROVIDED “AS-IS” AND “AS AVAILABLE” AND WE (AND OUR SUPPLIERS) EXPRESSLY DISCLAIM ANY WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING THE WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, ACCURACY, OR NON-INFRINGEMENT. WE (AND OUR SUPPLIERS) MAKE NO WARRANTY THAT THE SITE OR SERVICES: (A) WILL MEET YOUR REQUIREMENTS; (B) WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS; OR (C) WILL BE ACCURATE, RELIABLE, FREE OF VIRUSES OR OTHER HARMFUL CODE, COMPLETE, LEGAL, OR SAFE.

WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, WE MAKE NO REPRESENTATION OR WARRANTY THAT ANY USE OF THE SITE OR SERVICES TO DEPICT OR DESCRIBE CANNABIS OR CANNABIS-RELATED PRODUCTS OR SERVICES IS LAWFUL IN ANY PARTICULAR JURISDICTION. IT IS YOUR SOLE RESPONSIBILITY TO DETERMINE AND COMPLY WITH ALL APPLICABLE LEGAL OR REGULATORY REQUIREMENTS AND RESTRICTIONS. YOUR USE OF THE SITE OR SERVICES IS ENTIRELY AT YOUR OWN RISK.

9 LIMITATION ON LIABILITY

IN NO EVENT SHALL WE (AND OUR SUPPLIERS) BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY LOST PROFIT OR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES ARISING FROM OR RELATING TO THIS AGREEMENT OR YOUR USE OF, OR INABILITY TO USE, THE SITE OR SERVICES, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ACCESS TO, AND USE OF, THE SITE AND SERVICES ARE AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA RESULTING THEREFROM. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, OUR (AND OUR SUPPLIERS’) LIABILITY TO YOU FOR ANY DAMAGES ARISING FROM OR RELATED TO THIS AGREEMENT (FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION), WILL AT ALL TIMES BE LIMITED TO THE AMOUNTS YOU HAVE PAID NearGreen IN THE PRIOR 12 MONTHS (IF ANY). THE EXISTENCE OF MORE THAN ONE CLAIM WILL NOT ENLARGE THIS LIMIT.

10 TERM AND TERMINATION.

This Agreement will remain in full force and effect while you use the Site or Services. We may (a) suspend your rights to use the Site and/or Services (including your Customer Account) or (b) terminate this Agreement, at any time for any reason at our sole discretion, including for any use of the Site or Services in violation of this Agreement, by notifying you at the e-mail address and/or phone number provided in connection with your Customer Account. It is your responsibility to ensure that we have accurate contact information on file for you. Upon termination of this Agreement, your Customer Account and right to access and use the Site and Services will terminate immediately. You understand that any termination of your Customer Account involves deletion of your Customer Content associated therewith from our live databases. NearGreen will not have any liability whatsoever to you for any termination of this Agreement, including for termination of your Customer Account or deletion of your Customer Content.

11 MAINTENANCE.

You acknowledge and agree that NearGreen  will have no obligation to provide you with any support or maintenance in connection with the Site or Services.

12 CHANGES OF COMMERCIAL TERMS OF USE.

This Agreement is subject to occasional revision.  We may notify any substantial changes we made on the Terms of Use by sending you an email to the e-mail address provided in your Customer Account and/or by posting notice of the changes on our Site. Any changes to this Agreement will be effective upon the earlier of thirty (30) calendar days following our dispatch of an email notice to you or posting of notice of the changes. These changes will be effective immediately for new users of our Site or Services. You are responsible for providing us with your most current email address. In the event that the last email address that you have provided us is not valid, or is not capable of delivering to you the notice described above, our dispatch of the e-mail containing such notice will nonetheless constitute effective notice of the changes described in it. Continued use of our Site or Services following notice of such changes shall indicate your acknowledgement of such changes and agreement to be bound by the terms and conditions of such changes.

13 ELECTRONIC COMMUNICATIONS.

The communications between you and NearGreen use electronic means, whether you visit the Site or send NearGreen  e-mails, or whether NearGreen posts notices on the Site or communicates with you via email. For contractual purposes, you (1) consent to receive communications from NearGreen in an electronic form; and (2) agree that all terms and conditions, agreements, notices, disclosures, and other communications that NearGreen provides to you electronically satisfy any legal requirement that such communications would satisfy if it were to be in writing. The foregoing does not affect your statutory rights.

14.ARBITRATION AGREEMENT AND CHOICE OF LAW

Except for disputes brought in small claims court, all disputes between you and NearGreen arising out of, relating to or in connection with the Site or Services shall be exclusively settled through binding arbitration pursuant to the then-current rules of the American Arbitration Association (“AAA”) for commercial arbitration.There is no judge or jury in arbitration. Arbitration procedures are simpler and more limited than rules applicable in court and review by a court is limited. YOU AND NearGreen AGREE THAT ANY SUCH ARBITRATION SHALL BE CONDUCTED ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED OR REPRESENTATIVE ACTION. Notwithstanding any provision in this Agreement to the contrary, if the class-action waiver in the prior sentence is deemed invalid or unenforceable, however, neither you nor we are entitled to arbitration. This arbitration agreement is subject to the Federal Arbitration Act. The arbitrator’s award may be entered in any court of competent jurisdiction. Notwithstanding any provision in this Agreement to the contrary, we agree that if NearGreen makes any future change to this dispute resolution provision, it will not apply to any individual claim(s) that you had already provided notice of to NearGreen. Information on AAA and how to start arbitration can be found at www.adr.org or by calling 800-778-7879. If the arbitration in this Section provision is found unenforceable or to not apply for a given dispute, then the proceeding must be brought exclusively in a court of competent jurisdiction in California. You hereby accept the exclusive jurisdiction of such court for this purpose. This Agreement is governed by the laws of the State of California without regard to conflict of law provisions.

Subsidiary, The Agreement is made under and shall be governed by and construed in accordance with the laws of the State of California, without giving effect to any principles that provide for the application of the law of another jurisdiction. Any action at law or in equity will be commenced in a federal or state court located in California  and you and NearGreen consent to the venue and jurisdiction of such courts.

15 MISCELLANEOUS. This Agreement, NearGreen ‘s general Terms of Use, and NearGreen ‘s Privacy Policy, constitutes the entire agreement between you and us regarding the use of the Site and Services. Our failure to exercise any right or provision of this Agreement shall not operate as a waiver of such right or provision. The section titles in this Agreement are for convenience only and have no legal or contractual effect. The word “including” means including without limitation. If any provision of this Agreement is, for any reason, held to be invalid or unenforceable, the other provisions of this Agreement will be unimpaired and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law. Your relationship to NearGreen  is that of an independent contractor, and neither party is an agent or partner of the other. This Agreement, and your rights and obligations herein, may not be assigned, subcontracted, delegated, or otherwise transferred by you without NearGreen ‘s prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void. The terms of this Agreement shall be binding upon assignees.

16 INTELLECTUAL PROPERTY.  The NearGreen name; the NearGreen  logo; the NearGreen colors combination;  and the NearGreen designs are trademarks and /or Intellectual Property Rights of Appadia , Inc. You acknowledge and agree that You are not permitted to use these Marks or any third party marks displayed on our site without prior written consent from, respectively, Appadia, Inc. or the owners of such third party marks.

17 Contact us:

Address:

111 W. Saint John Street, Suite 430,

San Jose, CA 95113

Email: support@neargreen.appadia.com

Last updated May 2019

Content Upload Policy

The NearGreen website neargreen.appadia.com, and all related mobile applications (collectively, the “Site”) are copyrighted works belonging to Appadia, Inc. (NearGreen , “Us”, “Our”, and “We”).

NearGreen provides a proximity marketing platform designed for the cannabis industry to increase footfall and customer experience; cannabis resources via the Site, dispensary and retailer directories,medical provider directories, rehab institutions,including user reviews and ratings and other information and services (collectively, the “End User Services”) to end consumers of the Site (“End Users”).

In addition, NearGreen  offers a variety of services to cannabis related businesses including, dispensary and retailer directories, medical provider directories, rehab institutions directories (each, a “Customer” and also referred to as “you” and “your”) who may use the Site to list their services, location and products on a Customer page (each a “Customer Page”) and promote their business on the Site (collectively, with other services provided through the Site to Customers, the “Business Services”; the Business Services and End User Services are also collectively referred to as the “Services”). Somo features of the Business Services may be subject to additional guidelines, terms, or rules, which will be posted on the Site. All such additional terms, guidelines, and rules are hereby integrated into this Agreement.

These terms of use (“agreement”) sets forth the legally binding terms for your use of the site and business services. Your use of the site and end user services is ruled by NearGreen ‘s general terms of use. By accessing or using the site or business services, you accept this agreement and you represent and warrant that you have the right, authority, and capacity to enter into this agreement. You may not access or use the site or business services or accept this agreement if you do not have the capacity to enter into this agreement. If you do not agree with all of the provisions of this agreement, do not access and/or use the site or business services. if you are using the site or business services on behalf of a company, entity, or organization, you represent and warrant that you are an authorized representative of such company, entity, or organization with the authority to bind it.

1 CUSTOMER ACCOUNTS

1.1 CUSTOMER ACCOUNTS. In order to use certain aspects of the Business Services Site, you must upgrade your standard NearGreen account to a Customer account (“Customer Account”) by contacting NearGreen via the Site. You represent, warrant, and agree that: (a) you hold all applicable required license necessary for your business, including but not limited to: retail license(s) as prescribed and permitted by the licensing board, authority or similar regulatory authority for the city, town, county and/or state (each as applicable) in which you operate your business and the governmental cannabis licensing commission for the state in which your business operates (if such governmental regulatory licensing framework exists); (b) you shall immediately provide copies of the required license and registration information to NearGreen  upon request at any time; (c) all information you provide to NearGreen is truthful and accurate; and (d) you will maintain the accuracy of such information. Use of any personal information you provide to us is governed by our Privacy Policy. If you are claiming a Customer Page, then you represent and warrant that you are the owner or authorized agent of such Customer. You are responsible for maintaining the confidentiality of all the information of your Customer Account (login information, password, all changes; updates; activities in connection with your Customer Account, including activities by other users granted access to your Customer Pages.) You agree to immediately notify NearGreen of any unauthorized or suspected unauthorized use of your Customer Account or any other breach of security. NearGreen cannot and will not be liable for any loss or damage arising from your failure to comply with the above requirements.

1.2 Cancellation. You may delete your Customer Account at any time, for any reason, by emailing NearGreen.  We may suspend or terminate your Customer Account in accordance with Section 10.

2 PAYMENT

2.1 BUSINESS SERVICES.  Once you claim an existing store or you want to introduce a new one, and order Business Services, your subscription to the applicable Business Service will automatically renew until you cancel your Business Service. Unless otherwise specified, you may cancel your Business Service at any time by emailing NearGreen at info@appadia.com. NearGreen may change the pricing for Business Services (from time to time in its sole discretion) by notifying you at the current email address associated with your Customer Account Any changes in pricing will not take effect until thirty (30) days after NearGreen’s attempt to send such e-mail notice.

2.2 Payment Terms. Business Services may be offered on a paid or a free basis. If you order a paid Business Service, you agree to pay the applicable Business Service fee listed on the Site. NearGreen accepts payment by e-checks.

You may pay by e-check using a smartphone, tablet or computer and you shall verify your device with a 6-digit code (sent via text). You shall fill out and sign your check, take a picture of it, and submit for our review.

In the event that you cancel a Business Service or it is otherwise terminated in accordance with Section 10, reactivation of your Customer Account and related Business Services may be subject to additional reactivation fees in NearGreen ‘s sole discretion. ALL PAYMENTS ARE NON-REFUNDABLE, IN WHOLE OR IN PART, FOR ANY REASON WHATSOEVER, INCLUDING BUT NOT LIMITED TO CANCELLATION OR TERMINATION OF SERVICES.

Any amounts not paid when due shall bear interest at the rate of one and one half percent (1.5%) per month, or the maximum legal rate if less. If any fee cannot be charged to your credit card for any reason, NearGreen  may provide you, via email or other method, notice of such non-payment and a link for you to update your payment information. If such non-payment is not remedied within seven (7) days after receiving such notice of non-payment, then NearGreen  (a) may provide any priority Business Services you have ordered to another paying Customer (e.g., any ad space that you have reserved), (b) may permanently revoke any existing offers related to pricing or discounts, and/or (c) may terminate the applicable Business Service.

3 SITE

3.1 LICENSE. Subject to the terms of this Agreement, NearGreen  grants you a non-transferable, non-exclusive, license to use the Site and Business Services subscribed to through your Customer Account solely in accordance with this Agreement.

3.2 RESTRICTIONS. The rights granted to you in this Agreement are subject to the following restrictions: (a) you shall not license, sell, rent, lease, transfer, assign, distribute, host (except where hosting is necessary to offer certain Services), or otherwise commercially exploit the Site or Services; (b) you shall not modify, make derivative works of, disassemble, reverse compile or reverse engineer any part of the Site or Services; (c) you shall not access the Site or Services in order to build a similar or competitive service; and (d) the Site and/or Services or part of the Site and/or Services may not be copied, reproduced, distributed, republished, downloaded, displayed or transmitted in any form or by any means.

3.3 MODIFICATION. NearGreen reserves the right, at any time, to modify, suspend, or discontinue the Site or Services or any part thereof with or without notice. You agree that NearGreen will not be liable to you or to any third party for any modification, suspension, or discontinuance of the Site or Services or any part thereof.

3.4 OWNERSHIP. You acknowledge that all the intellectual property rights, including copyrights, patents, trademarks and trade secrets, in the Site and Services are owned by NearGreen or NearGreen ‘s licensors. These provisions do not transfer to you or any third party any rights, title or interest in or to such intellectual property rights. NearGreen  and its licensors reserve all rights not granted in this Agreement.

4 CUSTOMER CONTENT

4.1 CUSTOMER CONTENT. “Customer Content” means any and all information and content that a Customer submits to, or uses with, the Site or Services including Customer information (business name, address, and contact information) (“Customer Business Information”), coupons, giveaways, promotional codes,  and other offers listed by you on the Site (collectively, “Deals”), photos, or other information uploaded by Customer to the Site. You are solely responsible for your Customer Content and you assume all risks associated with this use including any reliance on its accuracy, completeness, or any disclosure of your Customer Content that makes you or any third party personally identifiable. You hereby represent and warrant that your Customer Content does not violate the Acceptable Use Policy (defined below). You may not state or imply that your Customer Content is in any way provided, sponsored or endorsed by NearGreen. NearGreen  is not obligated to backup any Customer Content and Customer Content may be deleted at anytime. You are solely responsible for creating backup copies of your Customer Content if you desire.

4.2 LICENSE. You hereby grant, and you represent and warrant that you have the right to grant, to NearGreen an irrevocable, perpetual, nonexclusive, royalty-free and fully paid, worldwide license to reproduce, distribute, publicly display and perform, prepare derivative works of, incorporate into other works, and otherwise use your Customer Content (including, as applicable, your Customer Pages), and to grant sublicenses of the foregoing, for the purposes of including your Customer Content in the Site and Services and developing and distributing new, original content for use in conjunction with the Site and Services. You agree to irrevocably waive (and cause to be waived) any claims and assertions of moral rights or attribution with respect to your Customer Content. Some of your Customer Content (including, as applicable, your Customer Pages) may continue to be publicly displayed and distributed on the Site and Services following termination or expiration of this Agreement.

4.3 FEEDBACK. If you provide NearGreen  any feedback or suggestions regarding the Site or Services (“Feedback”), you hereby assign to NearGreen  all rights in the Feedback and agree that NearGreen  shall have the right to use such Feedback and related information in any manner it deems appropriate. NearGreen  will treat any Feedback you provide to NearGreen as non-confidential and non-proprietary. You agree that you will not submit to NearGreen  any information or ideas that you consider to be confidential or proprietary.

5 USE POLICY.

5.1 RESTRICTIONS. You agree not to use the Site or Services to collect, upload, transmit, display, or distribute any Customer Content (a) that violates any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right; (b) that is unlawful, harassing, abusive, threatening, harmful, invasive of another’s privacy, vulgar, defamatory, false, intentionally misleading, trade libelous, pornographic, obscene, patently offensive (e.g., material that promotes racism, discrimination, hate, or physical harm of any kind against any group or individual) or otherwise objectionable material of any kind or nature or which is harmful to minors in any way; (c) in violation of any law, regulation, or obligations or restrictions imposed by any third party; or (d) is otherwise designed, in NearGreen ‘s sole discretion, to attack or damage the reputation of your competitors or other Customers or End Users on the Site and/or on the related mobile app.

5.2 COMPLIANCE WITH APPLICABLE LAWS. You may not use the Services to post or communicate any information in contravention of any applicable laws or regulations. All the information you post on the site and/or on the related mobile application must comply with all applicable laws, whether national, state, or provincial, including, without limitation, those regulating the advertising of cannabis or cannabis-related products and provision of any Deals. You must comply with all applicable laws, regulations, and industry standards in conducting your business, and in the event that any person, entity, or government authority accuses you of any illegal or unethical conduct, NearGreen  shall have the right in its sole discretion to immediately suspend or terminate Your use of the Business Services upon notification in accordance with Section 10 below.

5.3 CANNABIS-RELATED DESCRIPTION RESTRICTIONS. You may not use the Services to post or communicate any information (including Customer Content) which (a) makes any deceptive, false, or misleading statements about your products and/or services, (b) promotes over consumption of your products and/or services, (c) represents that the use of cannabis has curative or therapeutic effects, (d) represents a person under twenty-one years of age (e)

5.4 CUSTOMER CONTENT. You may not post any information that refers or links to any third-party websites or services for cannabis dispensaries, retail locations, rehab and/or medical provider listings. You must maintain your Customer Content (including any applicable Customer Business Information) so that it is accurate and current.

5.5 REVIEWS. You may  not to reviews on the Site (using your Customer Account or any other NearGreen End User account) that are (a) about your own cannabis dispensary, retail location, rehab or medical provider entity or a competitor’s cannabis dispensary, retail location, rehab and/or medical provider entity or (b) your products or competing products. Reviews based on non-personal experience are not allowed. Reviews posted on the Site must not: (a) be written exclusively in capital letters, (b) be plagiarized, (c) contain spam or advertisements, (d) contain personally identifying information about any person, (e) contain personal attacks, sexual descriptions of an individual’s physical appearance, (f) contain references to products, cannabis dispensaries, retail locations, rehab institutions and/or medical providers other than the product or entity being reviewed

5.6 PHOTOS. Any photo or images must be relevant and appropriate to the Customer and its business or product as featured on the Site. Photo or Image files must contain an accurate depiction of the product they illustrate. They cannot contain pornography or other graphic images and must otherwise abide by the guidelines set forth in this Section 5.

5.7 ADVERTISING RULES. Advertisements must not include any of the following: content targeted to minors; content that in any way infringes upon or violates the rights of any third party, including personal or Intellectual proprietary rights; Nudity or sexually provocative content; animated GIFs; weapons, explosives, or any unsafe products (determined at the sole discretion of NearGreen.); false, deceptive or misleading content; violent content; spyware or malware or links to sites containing spyware or malware; tobacco products. Advertisements promoting dating, lotteries, gambling, Pharmacies and nutritional supplements are permitted only with prior approval from NearGreen. Advertising promoting alcohol must comply with all applicable local laws, required or established industry codes, guidelines, licenses and approvals. Failure to comply with these rules may result in cancellation of your advertising and termination of your account. NearGreen reserves the right to reject or remove any advertisement for any reason. Advertisers are responsible for complying with all applicable laws and regulations. The policies listed here are subject to change at any time, without notice. Furthermore, all images and text must be relevant and appropriate to the service or product being promoted.

5.8 TECHNOLOGICAL RESTRICTIONS. You agree not to use the Site, and/or related mobile applications or Services to: (a) upload, transmit, or distribute any computer viruses, worms, or any software intended to damage or alter a computer system or data; (b) send unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes, or any other form of duplicative or unsolicited messages, whether commercial or otherwise; (c) harvest, collect, gather or assemble information or data regarding other Customers or End Users, including email addresses, without their consent; (d) interfere with, disrupt, or create an undue burden on servers or networks connected to the Site or Services or violate the regulations, policies or procedures of such networks; (e) attempt to or impersonate another user or NearGreen  or gain unauthorized access to the Site or Services, other Customer Pages, or other computer systems or networks connected to or used together with the Site or Services, through password mining or other means; (f) harass or interfere with another user’s use and enjoyment of the Site or Services; or (g) introduce software or automated agents or scripts to the Site or Services so as to produce multiple accounts, generate automated searches, requests and queries, or to strip, scrape, or mine data from the Site or Services.

5.9 Suspension and Termination. We reserve the right to review any Customer Content, investigate, and/or take appropriate action against you in our sole discretion (including removing or modifying your Customer Content, terminating your Customer Account in accordance with Section 10, and/or reporting you to law enforcement authorities) if we in our sole discretion suspect that you have violated the Acceptable Use Policy or any other provision of this Agreement or otherwise create liability for us or any other person.

6 INDEMNITY.

You agree to indemnify and hold NearGreen  (and its officers, employees, and agents) harmless, including costs and attorneys’ fees, from any claim or demand made by any third party due to or arising out of (i) your use of the Site, and/ related mobile applications or Services, (ii) your interactions with any other users of the Site or Services (including other Customers or existing or potential customers); (iii) your Customer Content, (iv) your violation of this Agreement; or (v) your violation of applicable laws or regulations. NearGreen  reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us and you agree to cooperate with our defense of these claims. You agree not to settle any matter without the prior written consent of NearGreen. NearGreen will use reasonable efforts to notify you of any such claim, action or proceeding upon becoming aware of it.

7 OTHER USERS

Your interactions with other Customers or End Users are solely between you and such user, including with respect to the provision of any Deals offered by you on the Site. You agree that NearGreen will not be responsible for any loss or damage provoked as the result of any such interactions. We have no obligation to become involved or solve any dispute between you and any Customer or End User.

8 DISCLAIMERS

YOU DISCHARGE NearGreen (AND OUR OFFICERS, EMPLOYEES, AGENTS, SUCCESSORS, AND ASSIGNS) FROM, AND HEREBY WAIVE AND RELINQUISH, EACH AND EVERY PAST, PRESENT AND FUTURE DISPUTE, CLAIM, CONTROVERSY, DEMAND, RIGHT, OBLIGATION, LIABILITY, ACTION AND CAUSE OF ACTION OF EVERY KIND AND NATURE (INCLUDING PERSONAL INJURIES, DEATH, AND PROPERTY DAMAGE), THAT HAS ARISEN OR ARISES DIRECTLY OR INDIRECTLY OUT OF, OR RELATES DIRECTLY OR INDIRECTLY TO, ANY INTERACTIONS WITH, OR ACT OR OMISSION OF, OTHER CUSTOMERS OR END USERS.

THE SITE AND SERVICES ARE PROVIDED “AS-IS” AND “AS AVAILABLE” AND WE (AND OUR SUPPLIERS) EXPRESSLY DISCLAIM ANY WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING THE WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, ACCURACY, OR NON-INFRINGEMENT. WE (AND OUR SUPPLIERS) MAKE NO WARRANTY THAT THE SITE OR SERVICES: (A) WILL MEET YOUR REQUIREMENTS; (B) WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS; OR (C) WILL BE ACCURATE, RELIABLE, FREE OF VIRUSES OR OTHER HARMFUL CODE, COMPLETE, LEGAL, OR SAFE.

WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, WE MAKE NO REPRESENTATION OR WARRANTY THAT ANY USE OF THE SITE OR SERVICES TO DEPICT OR DESCRIBE CANNABIS OR CANNABIS-RELATED PRODUCTS OR SERVICES IS LAWFUL IN ANY PARTICULAR JURISDICTION. IT IS YOUR SOLE RESPONSIBILITY TO DETERMINE AND COMPLY WITH ALL APPLICABLE LEGAL OR REGULATORY REQUIREMENTS AND RESTRICTIONS. YOUR USE OF THE SITE OR SERVICES IS ENTIRELY AT YOUR OWN RISK.

9 LIMITATION ON LIABILITY

IN NO EVENT SHALL WE (AND OUR SUPPLIERS) BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY LOST PROFIT OR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES ARISING FROM OR RELATING TO THIS AGREEMENT OR YOUR USE OF, OR INABILITY TO USE, THE SITE OR SERVICES, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ACCESS TO, AND USE OF, THE SITE AND SERVICES ARE AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA RESULTING THEREFROM. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, OUR (AND OUR SUPPLIERS’) LIABILITY TO YOU FOR ANY DAMAGES ARISING FROM OR RELATED TO THIS AGREEMENT (FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION), WILL AT ALL TIMES BE LIMITED TO THE AMOUNTS YOU HAVE PAID NearGreen IN THE PRIOR 12 MONTHS (IF ANY). THE EXISTENCE OF MORE THAN ONE CLAIM WILL NOT ENLARGE THIS LIMIT.

10 TERM AND TERMINATION.

This Agreement will remain in full force and effect while you use the Site or Services. We may (a) suspend your rights to use the Site and/or Services (including your Customer Account) or (b) terminate this Agreement, at any time for any reason at our sole discretion, including for any use of the Site or Services in violation of this Agreement, by notifying you at the e-mail address and/or phone number provided in connection with your Customer Account. It is your responsibility to ensure that we have accurate contact information on file for you. Upon termination of this Agreement, your Customer Account and right to access and use the Site and Services will terminate immediately. You understand that any termination of your Customer Account involves deletion of your Customer Content associated therewith from our live databases. NearGreen will not have any liability whatsoever to you for any termination of this Agreement, including for termination of your Customer Account or deletion of your Customer Content.

11 MAINTENANCE.

You acknowledge and agree that NearGreen  will have no obligation to provide you with any support or maintenance in connection with the Site or Services.

12 CHANGES OF COMMERCIAL TERMS OF USE.

This Agreement is subject to occasional revision.  We may notify any substantial changes we made on the Terms of Use by sending you an email to the e-mail address provided in your Customer Account and/or by posting notice of the changes on our Site. Any changes to this Agreement will be effective upon the earlier of thirty (30) calendar days following our dispatch of an email notice to you or posting of notice of the changes. These changes will be effective immediately for new users of our Site or Services. You are responsible for providing us with your most current email address. In the event that the last email address that you have provided us is not valid, or is not capable of delivering to you the notice described above, our dispatch of the e-mail containing such notice will nonetheless constitute effective notice of the changes described in it. Continued use of our Site or Services following notice of such changes shall indicate your acknowledgement of such changes and agreement to be bound by the terms and conditions of such changes.

13 ELECTRONIC COMMUNICATIONS.

The communications between you and NearGreen use electronic means, whether you visit the Site or send NearGreen  e-mails, or whether NearGreen posts notices on the Site or communicates with you via email. For contractual purposes, you (1) consent to receive communications from NearGreen in an electronic form; and (2) agree that all terms and conditions, agreements, notices, disclosures, and other communications that NearGreen provides to you electronically satisfy any legal requirement that such communications would satisfy if it were to be in writing. The foregoing does not affect your statutory rights.

14.ARBITRATION AGREEMENT AND CHOICE OF LAW

Except for disputes brought in small claims court, all disputes between you and NearGreen arising out of, relating to or in connection with the Site or Services shall be exclusively settled through binding arbitration pursuant to the then-current rules of the American Arbitration Association (“AAA”) for commercial arbitration.There is no judge or jury in arbitration. Arbitration procedures are simpler and more limited than rules applicable in court and review by a court is limited. YOU AND NearGreen AGREE THAT ANY SUCH ARBITRATION SHALL BE CONDUCTED ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED OR REPRESENTATIVE ACTION. Notwithstanding any provision in this Agreement to the contrary, if the class-action waiver in the prior sentence is deemed invalid or unenforceable, however, neither you nor we are entitled to arbitration. This arbitration agreement is subject to the Federal Arbitration Act. The arbitrator’s award may be entered in any court of competent jurisdiction. Notwithstanding any provision in this Agreement to the contrary, we agree that if NearGreen makes any future change to this dispute resolution provision, it will not apply to any individual claim(s) that you had already provided notice of to NearGreen. Information on AAA and how to start arbitration can be found at www.adr.org or by calling 800-778-7879. If the arbitration in this Section provision is found unenforceable or to not apply for a given dispute, then the proceeding must be brought exclusively in a court of competent jurisdiction in California. You hereby accept the exclusive jurisdiction of such court for this purpose. This Agreement is governed by the laws of the State of California without regard to conflict of law provisions.

Subsidiary, The Agreement is made under and shall be governed by and construed in accordance with the laws of the State of California, without giving effect to any principles that provide for the application of the law of another jurisdiction. Any action at law or in equity will be commenced in a federal or state court located in California  and you and NearGreen consent to the venue and jurisdiction of such courts.

15 MISCELLANEOUS. This Agreement, NearGreen ‘s general Terms of Use, and NearGreen ‘s Privacy Policy, constitutes the entire agreement between you and us regarding the use of the Site and Services. Our failure to exercise any right or provision of this Agreement shall not operate as a waiver of such right or provision. The section titles in this Agreement are for convenience only and have no legal or contractual effect. The word “including” means including without limitation. If any provision of this Agreement is, for any reason, held to be invalid or unenforceable, the other provisions of this Agreement will be unimpaired and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law. Your relationship to NearGreen  is that of an independent contractor, and neither party is an agent or partner of the other. This Agreement, and your rights and obligations herein, may not be assigned, subcontracted, delegated, or otherwise transferred by you without NearGreen ‘s prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void. The terms of this Agreement shall be binding upon assignees.

16 INTELLECTUAL PROPERTY.  The NearGreen name; the NearGreen  logo; the NearGreen colors combination;  and the NearGreen designs are trademarks and /or Intellectual Property Rights of Appadia , Inc. You acknowledge and agree that You are not permitted to use these Marks or any third party marks displayed on our site without prior written consent from, respectively, Appadia, Inc. or the owners of such third party marks.

17 Contact us:

Address:

111 W. Saint John Street, Suite 430,

San Jose, CA 95113

Email: support@neargreen.appadia.com

Last updated May 2019