MENU BUILDER SCHEDULE
(Schedule to the Greendex Master Subscription Agreement)
This Menu Builder 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 Menu Builder. Capitalized terms used but not defined in this Schedule have the meanings given to them in the Agreement.
1. Description of Menu Builder
Menu Builder is a tool that allows Customer to create, manage, and share digital product menus reflecting Customer’s available wholesale cannabis inventory, including product category, quantity, and pricing (each, a “Menu”). Customer may use Menu Builder to distribute its Menu to its own existing contacts and counterparties independent of the Exchange marketplace.
2. Exchange Sync and Brokerage Authorization (Opt-In)
2.1 Opt-In Feature. Menu Builder includes an optional feature (the “Exchange Sync”) that, if enabled by Customer, will (a) automatically sync Customer’s Menu to the Exchange marketplace so that it is visible to other eligible Exchange users in the applicable state, and (b) authorize Company’s wholesale cannabis brokerage business to market and sell the product reflected on Customer’s Menu to prospective buyers on Customer’s behalf, subject to Company’s standard brokerage commission described in Section 3 below.
2.2 Opt-In Required; Not Default. Exchange Sync is disabled by default. Customer’s Menu will not be shared to Exchange, and Company will not be authorized to market or sell Customer’s product, unless and until Customer affirmatively enables Exchange Sync through the applicable in-product setting.
2.3 Effect of Enabling. By enabling Exchange Sync, Customer authorizes Company to: (a) display Customer’s Menu (or the applicable portions of it) to prospective buyers through Exchange, subject to the anonymization and other terms of the Exchange Schedule; and (b) act as broker on Customer’s behalf to solicit and facilitate the sale of the listed product to such buyers, in the same manner as Company’s traditional wholesale brokerage services.
2.4 Revocation Is Prospective Only. Customer may disable Exchange Sync at any time through the applicable in-product setting or by written notice to Company. Disabling Exchange Sync removes Customer’s Menu from Exchange and terminates Company’s brokerage authorization on a going-forward basis only. It does not affect Company’s right to commission on any Tail Transaction, as defined below.
2.5 Tail Transactions. A “Tail Transaction” means any sale by Customer of product that was reflected on Customer’s Menu while Exchange Sync was enabled, to a buyer that Company introduced, contacted, or was actively negotiating with on Customer’s behalf prior to the effective date of revocation, where such sale is agreed to or closes within one hundred eighty (180) days after the effective date of revocation. Customer owes Company’s standard brokerage commission on every Tail Transaction as if Exchange Sync had remained enabled. If Customer completes a sale within that 180-day period to a buyer who was active on Exchange or who Company otherwise introduced to Customer, that sale is presumed to be a Tail Transaction, and Customer bears the burden of demonstrating otherwise (for example, by showing a pre-existing relationship with that buyer independent of Company, consistent with Section 4.2 of the Exchange Schedule).
2.6 Interaction with Existing Brokerage Agreement. If Customer has separately executed a wholesale brokerage services agreement with Company, the authorization and commission terms of this Schedule operate concurrently with, and do not replace or diminish, Customer’s obligations under that separate agreement. To the extent of any conflict between this Schedule and such separate agreement regarding Company’s entitlement to commission, whichever document provides Company the greater commission protection controls.
3. Brokerage Commission
Any sale of product resulting from Company’s exercise of the brokerage authorization described in Section 2 (including any Tail Transaction under Section 2.5) is subject to Company’s standard wholesale brokerage commission of five percent (5%) of the transaction value, payable by Customer as the selling party, consistent with Company’s customary brokerage terms. This commission applies regardless of whether the resulting buyer was introduced through Exchange or through Company’s traditional brokerage relationships.
4. Menu Content
4.1 Customer Responsibility. Customer is solely responsible for the accuracy of the product descriptions, quantities, pricing, and other information it enters into a Menu. Company does not independently verify Menu content.
4.2 License. Customer Data submitted through Menu Builder is subject to the ownership terms and license grant set forth in Section 6 of the Agreement, including Company’s right to aggregate such data into Cannabis Market Data.
5. Fees
Fees for Menu Builder are as set forth in the applicable Sales Order and Section 5 of the Agreement. Enabling or disabling Exchange Sync does not itself change Customer’s Menu Builder subscription fee.
6. No Guarantee of Sale
Company does not guarantee that any Menu, whether or not synced to Exchange, will result in a sale, or that any buyer identified through Menu Builder or Exchange Sync will pay for product ordered. Section 10.4 of the Agreement (No Liability for Non-Payment) applies to transactions arising under this Schedule.
7. Interaction with Other Schedules
If Customer enables Exchange Sync, Customer’s use of Exchange through that feature is also subject to the Exchange Schedule, including its non-circumvention and exclusivity provisions. In the event of a conflict between this Schedule and the Exchange Schedule with respect to a synced Menu, the Exchange Schedule controls as to marketplace mechanics and the non-circumvention/exclusivity terms, and this Schedule controls as to Menu Builder functionality and the opt-in mechanism itself.
United Green Connections, LLC. Questions about this document: info@unitedgreenbrands.com.