GREENDEX MASTER SUBSCRIPTION AGREEMENT

(Terms of Service)

This Master Subscription Agreement (this “Agreement”) is entered into between United Green Connections, LLC, a Michigan limited liability company with its principal place of business at 3252 University Drive - Suite 170, Auburn Hills, MI 48326 (“Company,” “UGC,” “we,” or “us”), and the person or entity registering for or using any Service defined below (“Customer,” “you,” or “your”). This Agreement governs Customer’s access to and use of the Greendex platform, including Menu Builder, Exchange, and Wholesale Data (Index), each as further described in the Service Schedules referenced in Section 4. By creating an account, checking a box indicating acceptance, executing a Sales Order, or accessing or using any Service, Customer agrees to be bound by this Agreement and by any applicable Service Schedule. If Customer is entering into this Agreement on behalf of a company or other legal entity, Customer represents it has authority to bind that entity.

1. Definitions

• “Services” means, collectively, Menu Builder, Exchange, and Wholesale Data (Index), and any other product or service made available by Company under the Greendex brand.

• “Platform” means Company’s proprietary software, websites, applications, and infrastructure through which the Services are delivered.

• “Schedule” means a product-specific addendum to this Agreement (e.g., the Menu Builder Schedule, the Exchange Schedule, and the Wholesale Data Schedule) that supplements and forms part of this Agreement with terms specific to that Service. In the event of a conflict between this Agreement and a Schedule, the Schedule governs solely with respect to the Service it addresses.

• “Sales Order” means the order form, quote, or subscription document executed or accepted by Customer that specifies the Services purchased, applicable pricing, billing cadence, and term, as further described in Section 5.1.

• “Customer Data” means any data, listings, pricing, transaction records, or other content that Customer or its authorized users submit, upload, or transmit through the Services.

• “Cannabis Market Data” means aggregated or individual wholesale cannabis pricing, transaction, and listing data generated, observed, or collected by Company in connection with the Services, including data derived in whole or in part from Customer Data.

• “License on File” means the cannabis license information Customer submits to Company as described in Section 3.

2. Non-Plant-Touching Posture; Regulatory Disclaimer

2.1 No Handling of Product. Company is a non-plant-touching business. Company does not take possession, custody, or title to any cannabis product at any time, does not itself buy or sell cannabis, and does not execute or settle any transaction between Customers. Any transaction facilitated through the Services is between the applicable buyer and seller; Company’s role is limited to providing software tools, data, and, where applicable, human brokerage introduction services.

2.2 Federal Law. Customer acknowledges that cannabis remains a Schedule I controlled substance under the federal Controlled Substances Act notwithstanding its legal status under the law of any state in which the Services are offered. Nothing in this Agreement or in the Services constitutes legal advice regarding the legality of any activity, and Company makes no representation that any Customer’s use of the Services complies with federal law.

2.3 Intrastate Only. The Services are designed to facilitate introductions, listings, and data solely within a single state at a time. Nothing in the Services is intended to facilitate, and Customer agrees not to use the Services to facilitate, the transport or sale of cannabis product across state lines.

3. Eligibility and License Representations

3.1 Licensed Users Only. The Services are intended solely for use by businesses holding a valid, applicable cannabis license in the state in which they operate. As a condition of account access to Exchange and certain Wholesale Data (Index) features, Customer must submit its License on File.

3.2 No Verification Undertaken. COMPANY DOES NOT VERIFY, ATTEST TO, OR MAKE ANY REPRESENTATION REGARDING THE VALIDITY, CURRENT STATUS, OR AUTHENTICITY OF ANY LICENSE ON FILE. “License on File” means only that a license number or document has been submitted by Customer, not that Company has confirmed its accuracy. Customer is solely responsible for verifying the licensure and legal standing of any counterparty before entering into any transaction, and Company disclaims all liability arising from a counterparty’s unlicensed or improperly licensed status.

3.3 Accurate Information. Customer represents that all information it provides to Company, including its License on File and any listings or data submitted through the Services, is true, accurate, and not misleading, and Customer agrees to promptly update such information if it changes.

3.4 Ongoing Compliance. Customer represents and covenants that, throughout its use of the Services, it holds and will maintain in good standing all licenses, permits, and registrations required under applicable state law to conduct the cannabis-related activities it undertakes through the Services, and will promptly notify Company of any suspension, revocation, or material adverse change in the status of any such license. A material lapse in Customer’s licensure or regulatory standing constitutes grounds for immediate suspension or termination of Customer’s access to the Services under Section 13.

4. The Services and Service Schedules

Company offers three Services under the Greendex brand, each governed by this Agreement together with its respective Schedule:

• Menu Builder — a tool enabling Customer to build, manage, and share product menus. Governed by the Menu Builder Schedule.

• Exchange — a two-sided anonymized marketplace for listing and browsing wholesale cannabis product within a single state, subject to non-circumvention and exclusivity terms. Governed by the Exchange Schedule.

• Wholesale Data (Index) — a subscription market intelligence product providing aggregated pricing data (floor, going rate, and ceiling) by product category and state. Governed by the Wholesale Data Schedule.

Each Schedule will be made available to Customer prior to or at the time Customer subscribes to the applicable Service, and Customer’s continued use of that Service constitutes acceptance of its Schedule. Company may introduce additional Services or Schedules from time to time.

5. Fees and Payment

5.1 Pricing; Sales Order. The specific Service(s) selected by Customer, applicable pricing, billing cadence, and subscription term are set forth in the Sales Order executed or accepted by Customer in connection with its onboarding, which is incorporated into and forms part of this Agreement by reference. If the Sales Order’s pricing, package description, or term conflicts with this Agreement, the Sales Order controls solely as to pricing, package, and term; this Agreement otherwise controls as to all other matters, including without limitation liability, indemnification, and dispute resolution.

5.2 Billing Plans, Term, and Renewal. Menu Builder and Wholesale Data (Index) subscriptions are offered on a quarterly plan or an annual plan, as selected in the applicable Sales Order. Monthly billing is not offered. Unless a different term is specified in the applicable Sales Order, the quarterly plan has an initial term of three (3) months and is billed quarterly in advance, and the annual plan has an initial term of twelve (12) months and is billed annually in advance (in each case, the “Initial Term”). The annual plan is priced at a discount to the quarterly plan, as shown in the Sales Order. The list prices for Wholesale Data (Index) subscriptions are: Single (one product category in one state), $500 per quarter or $1,500 per year; Regional (one product category in up to four (4) states), $1,000 per quarter or $3,000 per year; Market (all product categories in one state), $1,500 per quarter or $4,500 per year; and Premier (all product categories in all states), $2,500 per quarter or $7,500 per year. Each annual price equals three (3) times the quarterly price, so the annual plan includes one (1) quarter free compared with paying the quarterly price for twelve (12) months. If the pricing in the applicable Sales Order differs from these list prices, the Sales Order controls. Company may change these list prices in accordance with Section 5.4. Following the Initial Term, the subscription automatically renews for successive terms of the same length as the Initial Term (each, a “Renewal Term”) unless Customer cancels with at least thirty (30) days’ written notice prior to the end of the then-current Initial Term or Renewal Term. Cancellation during the Initial Term or any Renewal Term does not relieve Customer of its obligation to pay fees for the remainder of that Initial Term or Renewal Term.

5.3 Exchange Pricing Changes. Exchange currently carries no subscription fee, and transactions closed through Exchange remain subject to Company’s brokerage commission as described in the Exchange Schedule. Company reserves the right to introduce Exchange subscription fees in the future upon no less than thirty (30) days’ prior written notice; such change will not apply retroactively and Customer may cancel prior to the change taking effect.

5.4 Fee Changes. Company may change the fees for any Service upon at least thirty (30) days’ written notice, which notice may be given by email or in-app notification. Continued use of the Service after the effective date of a fee change constitutes acceptance of the new fee.

5.5 Payment Terms. Fees are billed in accordance with the billing cadence set forth in the applicable Sales Order (or, if not specified, quarterly in advance) via the payment method on file. Customer authorizes Company (and its designated payment processor) to charge such payment method automatically. All fees are exclusive of applicable taxes, which are Customer’s responsibility. Fees are non-refundable except as expressly stated in this Agreement or required by law.

5.6 Late Payment; Suspension. If a payment fails or is past due, Company may suspend Customer’s access to the applicable Service until payment is made current, in addition to any other remedies available under this Agreement.

5.7 Suspension for Outstanding Brokerage Balance. In addition to Company’s rights under Section 5.6, if Customer has any undisputed amount owed to Company’s cannabis wholesale brokerage business that remains more than thirty (30) days past due, Company may, upon at least five (5) business days’ prior written notice and an opportunity to cure, suspend or deny Customer’s access to the Services until such amount is paid in full or the parties otherwise agree in writing. This Section applies regardless of whether the past-due amount relates to the Services or to Company’s separate wholesale brokerage services, as both are operated by Company. This Section does not apply to any amount Customer is disputing in good faith through a timely, documented dispute submitted to Company.

5.8 Cannabis-Adjacent Payment Processing. Customer acknowledges that payment processing for cannabis-adjacent businesses may be subject to additional restrictions, delays, or requirements imposed by Company’s payment processor or Customer’s financial institution, and that Company is not responsible for the acts or omissions of third-party payment processors or banks.

6. Ownership; License Grants

6.1 Platform Ownership. As between the parties, Company owns all right, title, and interest in and to the Platform, the Services, and all Cannabis Market Data, including all aggregated, derived, or index data generated in whole or in part from Customer Data. This Agreement grants Customer no ownership interest in the Platform or in any Cannabis Market Data.

6.2 Customer Data. As between the parties, Customer retains ownership of the Customer Data it submits in its original, unaggregated form. Customer grants Company a non-exclusive, worldwide, royalty-free license to host, process, reproduce, aggregate, anonymize, and use Customer Data (a) to provide and improve the Services, and (b) to generate, publish, and license Cannabis Market Data in aggregate, non-attributable form, in each case subject to the specific data terms of the applicable Schedule.

6.3 License to Use the Services. Subject to Customer’s compliance with this Agreement, Company grants Customer a limited, non-exclusive, non-transferable, revocable license to access and use the Services during the applicable subscription term, solely for Customer’s internal business purposes.

6.4 Feedback. If Customer provides Company with suggestions, ideas, or feedback about the Services, Company may use such feedback without restriction or obligation to Customer.

7. Confidentiality

7.1 Mutual Confidentiality. Each party may disclose non-public business, technical, or financial information to the other in connection with this Agreement (“Confidential Information”). The receiving party will use the disclosing party’s Confidential Information solely to perform its obligations or exercise its rights under this Agreement, and will protect it using at least a reasonable degree of care. This Section does not limit Company’s rights with respect to Cannabis Market Data as described in Section 6.

7.2 Exclusions. Confidential Information does not include information that is or becomes public through no fault of the receiving party, was already known to the receiving party without an obligation of confidentiality, or is independently developed without use of the disclosing party’s Confidential Information.

8. Data Retention and Privacy

8.1 Retention. Company retains Cannabis Market Data, including data derived from Customer Data, indefinitely to preserve the historical depth and reliability of the Index, even following termination of Customer’s subscription. Removing previously contributed data from aggregated figures after the fact is not generally possible, and Customer acknowledges this before contributing data under the Wholesale Data Schedule.

8.2 Aggregate-Only Publication. Company publishes Cannabis Market Data only in aggregated, non-attributable form. Company does not publicly identify individual buyers, sellers, transactions, or data contributors in any published index, report, or figure.

8.3 Privacy Policy. Company’s handling of personal information is further described in its Privacy Policy, which is incorporated into this Agreement by reference.

9. Trust-Tier and Ratings System

Company may operate a positive-recognition trust-tier or ratings system (e.g., Verified, Trusted, Elite) to highlight Customer standing. Company does not publish negative ratings, complaints, or blacklist designations about any Customer or counterparty.

10. Disclaimers

10.1 As-Is Basis. THE SERVICES, INCLUDING ALL CANNABIS MARKET DATA, PRICING INDICES, AND MARKET INTELLIGENCE, ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT.

10.2 No Accuracy Warranty. COMPANY DOES NOT WARRANT OR GUARANTEE THE ACCURACY, COMPLETENESS, OR TIMELINESS OF ANY CANNABIS MARKET DATA, PRICING FIGURE, INDEX VALUE, OR BROKER RESPONSE. ANY RESPONSE-TIME TARGET DESCRIBED IN A SCHEDULE (INCLUDING ANY BROKER SPOT-CHECK OR QUOTE-RESPONSE COMMITMENT) IS A BEST-EFFORTS SERVICE TARGET ONLY AND NOT A WARRANTY. CUSTOMER IS SOLELY RESPONSIBLE FOR ANY BUSINESS OR PRICING DECISION MADE IN RELIANCE ON THE SERVICES.

10.3 Not a Broker of Record on Every Transaction. Company’s facilitation of introductions or listings does not make Company a party to, or guarantor of, any transaction between Customers. Settlement of Exchange transactions is currently performed by a human broker, and Company does not warrant the performance of any counterparty.

10.4 No Liability for Non-Payment. COMPANY USES COMMERCIALLY REASONABLE EFFORTS TO FACILITATE SUCCESSFUL TRANSACTIONS BETWEEN CUSTOMERS BUT DOES NOT GUARANTEE THAT ANY BUYER OR SELLER WILL PAY OR PERFORM. COMPANY IS NOT LIABLE FOR A COUNTERPARTY’S FAILURE TO PAY FOR PRODUCT IN ANY TRANSACTION FACILITATED, INTRODUCED, OR ASSISTED BY COMPANY, WHETHER THROUGH EXCHANGE, COMPANY’S BROKER NETWORK, OR OTHERWISE.

11. Limitation of Liability

11.1 Exclusion of Certain Damages. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL COMPANY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, OR DATA, ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICES, EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

11.2 Liability Cap. TO THE MAXIMUM EXTENT PERMITTED BY LAW, COMPANY’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT WILL NOT EXCEED THE FEES PAID BY CUSTOMER TO COMPANY FOR THE APPLICABLE SERVICE IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

11.3 Carve-Outs. The limitations in this Section 11 do not apply to Customer’s payment obligations, either party’s indemnification obligations, or either party’s breach of confidentiality or misuse of the other party’s intellectual property.

12. Indemnification

12.1 By Customer. Customer will indemnify, defend, and hold harmless Company from and against any third-party claims, damages, and expenses (including reasonable attorneys’ fees) arising out of: (a) Customer’s breach of this Agreement or any Schedule; (b) Customer’s License on File or representations proving inaccurate; (c) Customer Data or listings submitted through the Services; or (d) Customer’s violation of applicable law.

12.2 By Company. Company will indemnify, defend, and hold harmless Customer from and against any third-party claims arising from Company’s gross negligence or willful misconduct in operating the Platform, subject to the limitations in Section 11.

13. Term; Suspension; Termination

13.1 Term. This Agreement commences when Customer first accepts it and continues until all Service subscriptions under it have ended.

13.2 Termination for Cause. Either party may terminate this Agreement or any Service subscription immediately upon written notice if the other party materially breaches this Agreement and fails to cure within fifteen (15) days of notice, or immediately if the breach involves misuse of Cannabis Market Data, unlicensed activity, or a violation of applicable law.

13.3 Effect of Termination. Upon termination, Customer’s right to access the applicable Service ends. Sections 6 (Ownership), 7 (Confidentiality), 8 (Data Retention), 10 (Disclaimers), 11 (Limitation of Liability), 12 (Indemnification), 14 (Dispute Resolution), and 15 (General Provisions) survive termination.

14. Dispute Resolution; Arbitration

14.1 Binding Arbitration. Except as provided in Section 14.3, any dispute arising out of or relating to this Agreement will be resolved by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, with the arbitration seated in Michigan. Judgment on the award may be entered in any court having jurisdiction.

14.2 Class Action Waiver. ALL CLAIMS MUST BE BROUGHT IN A PARTY’S INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, CONSOLIDATED, OR REPRESENTATIVE PROCEEDING.

14.3 Injunctive Relief Carve-Out. Notwithstanding Section 14.1, either party may seek injunctive or other equitable relief in the state or federal courts located in Michigan to protect its intellectual property, Confidential Information, or Cannabis Market Data, or to enforce any non-circumvention or exclusivity provision of a Schedule, without first resorting to arbitration.

15. General Provisions

15.1 Governing Law. This Agreement is governed by the laws of the State of Michigan, without regard to its conflict of laws principles.

15.2 Amendment. Company may update this Agreement or any Schedule from time to time by posting a revised version and providing notice as described in Section 5.4. Material changes will not apply retroactively to a then-current Initial Term without Customer’s consent, except as required by law.

15.3 Assignment. Customer may not assign this Agreement without Company’s prior written consent. Company may assign this Agreement in connection with a merger, acquisition, or sale of substantially all assets relating to the Services, including to a separate Greendex entity.

15.4 Severability. If any provision of this Agreement is held unenforceable, the remaining provisions remain in full force and effect.

15.5 Entire Agreement. This Agreement, together with all applicable Schedules, the applicable Sales Order, and the Privacy Policy, constitutes the entire agreement between the parties regarding the Services and supersedes all prior agreements on that subject.

15.6 Notices. Notices to Company should be sent to United Green Connections, LLC, 3252 University Drive - Suite 170, Auburn Hills, MI 48326, or to info@unitedgreenbrands.com. Notices to Customer may be sent to the email or account contact information on file.

15.7 Independent Contractors. The parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, agency, or employment relationship.

By accepting this Agreement (through electronic acceptance, account creation, execution of a Sales Order, or continued use of the Services), Customer acknowledges it has read, understood, and agrees to be bound by this Agreement and all applicable Schedules. This Agreement is presented to Customer online and accepted electronically; no separate handwritten or wet signature to this Agreement is required. Customer’s specific Service selections, pricing, and term are set forth in the applicable Sales Order, which the parties will separately execute, including by electronic signature.