EXCHANGE SCHEDULE
(Schedule to the Greendex Master Subscription Agreement)
This Exchange Schedule (“Schedule”) supplements and forms part of the Greendex Master Subscription Agreement (the “Agreement”) between United Green Connections, LLC (“Company”) and Customer. It applies solely to Customer’s use of Exchange. Capitalized terms used but not defined in this Schedule have the meanings given to them in the Agreement.
1. Description of Exchange
Exchange is a two-sided, anonymized wholesale marketplace that allows eligible buyers and sellers within a single state to list, browse, and express interest in wholesale cannabis product. Listings may originate directly on Exchange or, if enabled, automatically through Menu Builder’s Exchange Sync feature as described in the Menu Builder Schedule.
2. Anonymization
2.1 Identity Protection. Company will not display Customer’s legal business name or other directly identifying information to other Exchange users in connection with a listing. Listings are identified to counterparties using a non-attributable identifier assigned by Company.
2.2 Disclosure at Transaction. Identity is disclosed between a specific buyer and seller only once both parties have indicated mutual interest and Company’s broker is facilitating the resulting transaction, or as otherwise necessary to complete a transaction, invoice, or comply with applicable law.
3. Net Price and Display Price
A seller’s listing reflects a “Net Price” — the amount the seller will receive for the listed product. Company may display the listing to prospective buyers at a “Display Price” that includes Company’s brokerage commission. The difference between the Display Price and the Net Price reflects Company’s commission described in Section 5 below and is not an additional amount owed by either party beyond what is stated in the applicable transaction confirmation.
4. Non-Circumvention and Exclusivity
4.1 Non-Circumvention. Customer agrees that, with respect to any counterparty introduced to Customer through Exchange, Customer will not, for a period of twelve (12) months following the introduction, contact, transact with, or attempt to transact with that counterparty outside of Exchange or otherwise through Company, for the purpose of avoiding Company’s brokerage commission.
4.2 Exclusivity of Introduction. All communication, negotiation, and transaction activity with a counterparty introduced through Exchange must be conducted through Company’s platform and brokerage process unless Company agrees otherwise in writing. This Section does not restrict Customer from transacting with a counterparty it independently knew or had an existing relationship with prior to the Exchange introduction, provided Customer can demonstrate such prior relationship.
4.3 Remedies. A breach of this Section 4 is a material breach of the Agreement, and Company may pursue all remedies available under Section 7 (Remedies) and Section 14.3 (Injunctive Relief Carve-Out) of the Agreement, including recovery of the commission that would have been due had the transaction been conducted through Company.
5. Brokerage Commission
Transactions closed through Exchange are subject to Company’s standard wholesale brokerage commission of five percent (5%) of the transaction value, payable by the selling Customer, consistent with Company’s customary brokerage terms. Exchange currently carries no separate subscription fee, as described in Section 5.3 of the Agreement.
6. Settlement and Broker Role
6.1 Human-Brokered Settlement. Settlement of Exchange transactions is currently facilitated by a Company broker, who coordinates final terms, logistics, and payment between the buyer and seller. Company does not take title or possession of product and is not a party to the resulting sale contract.
6.2 No Guarantee of Performance. Company does not guarantee that any counterparty introduced through Exchange will complete a transaction or pay for product received. Section 10.4 of the Agreement (No Liability for Non-Payment) applies to all transactions arising under this Schedule.
7. Eligibility; Customer Status
7.1 License Requirement. Access to Exchange requires a current License on File as described in Section 3 of the Agreement, and remains subject to Company’s right to suspend access under Sections 3.4, 5.6, and 5.7 of the Agreement.
7.2 Deemed Customer Status. Any party that creates an account to access Exchange, submits a License on File, lists product, browses or expresses interest in a listing, or otherwise participates in a transaction facilitated through Exchange, and any party whose sale or purchase of product results from an introduction made through Exchange, is thereby a “Customer” under the Agreement, consistent with the acceptance mechanics described in the Agreement’s opening paragraph. Such party is bound by the Agreement, this Schedule, and all commission, non-circumvention, and other obligations arising from that use, whether or not it holds a separate paid subscription to another Service.
8. Listing Standards
Customer represents that any product listed on Exchange is lawfully held and accurately described, and Company may remove any listing that it believes, in its reasonable discretion, is inaccurate, misleading, or non-compliant with applicable law.
United Green Connections, LLC. Questions about this document: info@unitedgreenbrands.com.