‍Service-Specific Terms (Brands)

Last Updated: March 12, 2026

These Service-Specific Terms form a part of the relevant agreement incorporating them, and are intended to highlight some of the important things about using certain Services provided by Dutchie. If you have subscribed to any of the Services or functionality identified below, the corresponding terms apply to your use.

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1. Brand Catalog.

1.1 Generally. During the Term we will make the Brand Catalog functionality available to you to allow you to create, manage, and distribute your Brand Content to Retailers using the Dutchie Platform. We reserve the right to determine all aspects of the Brand Catalog, and may modify, restrict, or discontinue any features or functionality at any time without notice.

1.2 Brand Content. You may use the Brand Portal to create and maintain your Brand Content, including product data, descriptions, images, pricing information, SKU identifiers, UPC codes, and other content related to your products. You are solely responsible for the accuracy, completeness, and currency of all Brand Content. You grant us a non-exclusive, perpetual, irrevocable, fully paid-up, sublicensable, worldwide, royalty-free license to use, store, display, reproduce, modify, create derivative works, perform, and distribute your Brand Content for the purpose of (a) providing and improving the Services, including the Brand Catalog; (b) displaying your Brand Content within the Dutchie Platform; and (c) facilitating transactions between you and Retailers through the Connect Services. For the avoidance of doubt, this license includes the right to sublicense Brand Content to Retailers for the purpose of displaying and using such content in connection with the sale of your products via the Dutchie Platform; provided, however, that Retailers maintain sole and exclusive control over which products and Brand Content appears in their instance of the Dutchie Platform. For the avoidance of doubt, nothing in this Agreement will restrict other legal rights we may have to Brand Content (for example, under separate licenses you may provide to us).

1.3 Supplemental Representations and Warranties. You further represent and warrant that all Brand Content: (a) is accurate, complete, and not misleading; (b) complies with Applicable Law, including, without limitation, state cannabis labeling and advertising requirements in each jurisdiction where your products are sold; (c) does not infringe or misappropriate the Intellectual Property Rights of any third party, and that you own or have obtained all necessary rights, licenses, and permissions to provide Brand Content to us and to grant the licenses set forth in this Agreement; (d) conforms to any content guidelines or specifications we make available to you from time-to-time; (e) is promptly updated when product information changes; (f) consistent with this Agreement, does not contain any claims, statements, or representations regarding the diagnosis, cure, mitigation, treatment, or prevention of any disease or health condition, or any other health-related claims, unless such claims have been approved by the applicable regulatory authority and you have provided us with documentation of such approval; and (g) does not contain any false, misleading, deceptive, or unsubstantiated claims regarding the effects, benefits, or characteristics of any product.

1.4 Content Removal. We reserve the right, but have no obligation, to review, monitor, or screen Brand Content. If we receive any claim, notice, or allegation that any Brand Content (a) infringes or misappropriates the Intellectual Property Rights of any third party; (b) contains health claims, unsubstantiated claims, or claims that may expose us to regulatory risk; (c) violates Applicable Law; or (d) otherwise violates this Agreement, we may, in our sole discretion and without liability to you: (i) immediately remove or disable access to the affected Brand Content; (ii) require you to modify or replace the Brand Content; (iii) restrict distribution of the Brand Content to specific jurisdictions; or (iv) restrict or terminate your use of the Brand Catalog with respect to the affected Brand Content. You agree to cooperate with us in responding to any such claims, including by providing information and documentation reasonably requested by us. We do not review, verify, or approve any claims made in Brand Content regarding the effects, benefits, or characteristics of your products, and we assume no responsibility for such claims.

1.5 Fees. Unless otherwise specified in an Order Form, access to the basic Brand Catalog functionality is provided at no additional charge. We reserve the right to charge Fees for premium features or enhanced functionality, which will be set forth in an applicable Order Form.

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2. Sponsored Placements.

2.1 Generally. During the Term we will make the Sponsored Placements Services available to you to allow you to run Campaigns on Properties made available by us. We reserve the right to determine all aspects of the Sponsored Placements Services, and may modify, restrict, or discontinue any features or functionality at any time without notice. Except as expressly provided in an Order Form, we do not guarantee that your Sponsored Placements will be displayed or made available through any particular Properties, nor do we guarantee that your Sponsored Placements will appear in any particular position or rank.

2.2 Sponsored Placements Platform Access. During the Term we grant you a limited, non-transferable, non-sublicensable, non-exclusive, revocable right to access and use the Sponsored Placements Platform in connection with your use of the Sponsored Placements Services.

2.3 Orders. From time-to-time during the Term, you may place orders for Campaigns under which we will serve Sponsored Placements on Properties. Each order will specify details applicable to the Campaign, such as (a) the daily budget parameters; (b) the start and end dates of the Campaign; and (c) the maximum cost for the applicable metric. The effective date of each order will be the earlier of (a) our acceptance of the order; or (b) the display of the first Sponsored Placement impression specified in the order.

2.4 Sponsored Placements Policies. From time-to-time, we may make Sponsored Placements Policies available to you. Your use of the Sponsored Placements Services will comply with the Sponsored Placements Policies, which are incorporated into this Agreement. We may make changes to Sponsored Placements Policies at any time, and such changes will become effective upon their posting to the Brand Portal or upon notice to you.

2.5 Retailer Control. Retailers maintain sole and exclusive discretion over whether and how Sponsored Placements are displayed within their instance of the Dutchie Platform. We do not guarantee that any Retailer will display your Sponsored Placements, and a Retailer’s participation in the Sponsored Placements Services does not create any exclusivity, preferential access, or guaranteed placement for you or any other brand.

2.6 Responsibilities. You will ensure that nothing in the Sponsored Placement Content or your or your Users’ use of the Sponsored Placements Services will (a) be false, misleading, defamatory, harassing, or threatening; (b) constitute unfair competition or unfair commercial practice; (c) violate any Applicable Law, including state cannabis advertising restrictions; (d) contain any claims, statements, or representations regarding the diagnosis, cure, mitigation, treatment, or prevention of any disease or health condition unless approved by the applicable regulatory authority; (e) be directed at or appeal to minors; or (f) infringe or misappropriate the Intellectual Property Rights of any third party.

2.7 Removal and Suspension. We may reject or remove any Sponsored Placement Content or suspend any Campaign at our discretion if (a) the Sponsored Placement Content or Campaign violates this Agreement; (b) your Brand Portal account has been, or our controls identify that it may be, used for deceptive or fraudulent means or in violation of Applicable Law; (c) we believe the Sponsored Placement Content or Campaign would expose us to liability or could harm our or Retailers’ reputation or business relationships; (d) you fail to pay any Fees as they become due; or (e) for other risk management reasons determined by us in our sole discretion.

2.8 Performance Data.

• A. Generally. We grant you a limited, revocable, non-exclusive, non-transferable, non-sublicensable right to access and use Performance Data made available to you in connection with your use of the Sponsored Placements Services solely for your internal business purposes in connection with planning and managing your Campaigns. We reserve the right to modify, restrict, or revoke your access to Performance Data at any time in our sole discretion and without notice or liability. The specific data elements included in Performance Data may vary and are subject to change at our discretion.
• B. Data Limitations. You acknowledge and agree that (a) Performance Data is derived from Sponsored Placements Services and may not represent complete or accurate campaign performance across all channels or platforms; (b) Performance Data may be incomplete, delayed or inaccurate; (c) metrics such as impressions, clicks, and conversions may be affected by third-party manipulation, including click fraud, bot traffic, or other automated or invalid activity; (d) we do not guarantee the accuracy or completeness of Performance Data; and (e) Performance Data is provided for informational purposes only and should be relied upon as the sole basis for business decisions.
• C. Supplemental Restrictions. You will not, and will not permit anyone else to, directly or indirectly: (a) use Performance Data to train any artificial intelligence or machine learning models; (b) use Performance Data to engage in price fixing, market allocation, price signaling, or other anticompetitive conduct; (c) attempt to re-identify, reverse engineer, or derive the identity of any Retailer, consumer, or competitor from Performance Data, or associate or combine Performance Data with any Personal Information; (d) use Performance Data for any purpose other than managing your Campaigns through the Sponsored Placements Services; or (e) use Performance Data to facilitate coordination with competitors. Any violation of this Section is strictly prohibited and may result in immediate termination of your access to the Sponsored Placements Services.

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2.9 Supplemental Disclaimer. We disclaim any guarantees about timing, positioning, adjacency, accuracy, targeting, and performance of the Sponsored Placements Services, Sponsored Placements, and Campaigns, including the quantity or quality of clicks or impressions, which you acknowledge may be manipulated by third parties.

2.10 Supplemental Representations and Warranties. You further represent and warrant that: (a) Sponsored Placement Content complies with state and local cannabis advertising restrictions in each jurisdiction where your Sponsored Placements may be displayed, and you will monitor and ensure compliance with any changes to such laws; (b) Sponsored Placement Content conforms to Sponsored Placements Policies as they may be updated from time-to-time; and (c) you will immediately notify us of any regulatory inquiries or enforcement actions relating to your Sponsored Placement Content.

2.11 Supplemental Termination. Notwithstanding anything to the contrary in the Agreement, either party may terminate Brand’s use of the Sponsored Placements Services upon written notice to the other party.

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3. Connect.

3.1 Generally. During the Term we will make the Connect Services available to you to connect with Retailers through the Dutchie Platform for purposes of ordering, trade promotions, intelligence and related services. We reserve the right to determine all aspects of the Connect Services, and may modify, restrict, or discontinue any features or functionality at any time without notice.

3.2 Platform Provider Only. You acknowledge and agree that we are a technology platform provider and are not a party to any transaction between you and any Retailer. We facilitate connections between Brands and Retailers but do not guarantee that any Retailer will purchase your products, accept your purchase orders, participate in your brand funded discounts, or otherwise engage with you through the Connect Services. We have no obligation to ensure that Retailers fulfill their obligations to you. You are solely responsible for your relationships with Retailers, including any disputes regarding orders, pricing, fulfillment, payment, credits, or any other aspect of your commercial relationship.
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3.3 Brand Funded Discounts.

• A. Promotion Creation. You may use the Brand Portal to create brand funded discounts by specifying (a) the product(s) eligible for the brand funded discount; (b) a discount amount or percentage; (c) the start and end dates; (d) the total budget you will fund; (e) geographic or Retailer-specific targeting, if applicable; and (f) such other parameters as we may make available from time-to-time. Brand funded discounts may be subject to our review and approval prior to distribution to Retailers.
• B. Retailer Opt-In. Brand funded discounts may be made available to Retailers through the Dutchie Platform. Retailers may, in their sole discretion, choose to accept or decline participation in any brand funded discount. We do not guarantee that any particular Retailer will accept or participate. Retailer participation is voluntary, and we have no obligation to compel Retailer participation.
• C. Redemption and Reconciliation. You are solely responsible for honoring all brand funded discounts. We will provide you with visibility into redemption data through the Brand Portal. You acknowledge and agree that brand funded discounts are expected to be reconciled between you and participating Retailers through discounts on future purchase orders or other arrangements agreed upon directly between you and the applicable Retailer. We are not responsible for, and have no obligation to facilitate, any payment, credit, or reconciliation between you and any Retailer, and we will have no liability arising from any disputes regarding brand funded discount redemptions or reconciliation. You agree that in the event of a dispute, you and the Retailer will work in good faith to rectify the dispute.
• D. Automatic Execution. Once a Retailer accepts a brand funded discount and becomes active, discounts may be applied automatically at the point of sale or through eCommerce checkout, as applicable. Brand funded discounts will automatically terminate when (a) the end date is reached; (b) the total budget is exhausted; or (c) you or we terminate the brand funded discount in accordance with this Agreement.
• E. Supplemental Representations and Warranties. You further represent and warrant that: (a) you have the authority and sufficient funds to create and honor brand funded discounts; (b) brand funded discounts do not constitute illegal inducements, kickbacks, or violations of antitrust or competition laws; (c) each brand funded discount complies with all applicable competition and antitrust laws and does not discriminate unlawfully between similarly situated Retailers; (d) each brand funded discount complies with all state and local laws restricting or regulating cannabis promotions, discounts, or incentives; and (e) you will promptly notify us of any legal or regulatory concerns regarding your brand funded discounts.
• F. Promotion Restrictions. You will not use the brand funded discounts functionality to (a) engage in any form of price-fixing, market allocation, or other anticompetitive conduct; (b) offer brand funded discounts that are conditioned on exclusive dealing arrangements or other restrictive terms not disclosed to and approved by us; (c) circumvent or manipulate the redemption or reconciliation processes; or (d) engage in any fraudulent or deceptive practices.
• G. Antitrust Compliance. You will not use the brand funded discounts functionality or any Connect Services to coordinate, communicate, or share information regarding pricing, promotions, or competitive strategy with any competitor. You acknowledge that we may share aggregate, anonymized information regarding brand funded discount activity with Retailers and other brands, and you agree that such sharing does not constitute facilitation of anticompetitive conduct.
• H. Geographic Restrictions. We may, in our sole discretion, restrict or prohibit brand funded discounts in certain jurisdictions if we reasonably believe that such brand funded discounts may violate Applicable Law or expose us to regulatory risk. We will use reasonable efforts to notify you of any such restrictions, but we are not liable for any losses arising from the restriction or prohibition of brand funded discounts in any jurisdiction.

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3.4 Purchase Order Management.

• A. Order Receipt. Retailers using the Dutchie Platform may submit purchase orders for your products through the Connect Services. Such purchase orders will be made available to you through the Brand Portal. We do not guarantee that any particular Retailer will submit purchase orders through the Dutchie Platform, and Retailers may continue to use other methods to place orders with you.
• B. Order Review and Confirmation. Upon receipt of a purchase order, you may review the order details, including products, quantities, and pricing. You may (a) confirm the order as submitted; (b) modify the order to reflect product availability, pricing corrections, or other adjustments, subject to Retailer acceptance; or (c) reject the order in whole or in part. You agree to respond to purchase orders in a timely manner.
• C. Pricing Availability. Purchase orders submitted through the Dutchie Platform will reference pricing and product information from your Brand Content. You are solely responsible for ensuring that your Brand Content accurately reflects current pricing and product availability. We are not responsible for any disputes arising from pricing errors, out-of-stock conditions, or other inaccuracies in your Brand Content.
• D. Order Fulfillment. You are solely responsible for fulfilling confirmed purchase orders in accordance with the terms agreed upon with the applicable Retailer and with Applicable Law, including state cannabis transfer, manifest, and tracking requirements. We are not a party to any transaction between you and a Retailer, and we have no obligation to ensure that orders are fulfilled, shipped, or delivered. The Purchase Order Management functionality facilitates order communication only and does not constitute an order fulfillment or logistics service.
• E. Supplemental Representations and Warranties. You further represent and warrant that: (a) all products offered through the Purchase Order Management functionality are legally available for sale in each jurisdiction where offered and comply with all Applicable Law, including state cannabis testing, labeling, and packaging requirements; (b) you have and will maintain all necessary licenses, permits, and authorizations to manufacture, cultivate, process, distribute, and sell (as applicable) each product offered through the Purchase Order Management functionality; (c) all product information provided in connection with purchase orders, including pricing, availability, descriptions, and specifications, is accurate, complete, and not misleading; (d) all products conform to the applicable Brand Content and any specifications or representations made to Retailers; (e) you have full authority and all necessary rights to sell the products to Retailers through the Connect Services; (f) you will fulfill all confirmed purchase orders in compliance with Applicable Law, including state cannabis transfer, manifest, and tracking requirements; and (g) you will promptly notify us and applicable Retailers of any product recalls, regulatory actions, safety issues, or other matters that may affect products offered through the Purchase Order Management functionality.

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3.5 Intelligence Data.

• A. Generally. We grant you a limited, revocable, non-exclusive, non-transferable, non-sublicensable right to access and use Intelligence Data made available to you through the Brand Portal solely for your internal business purposes in connection with the marketing, distribution, and sale of your products. We reserve the right to modify, restrict, or revoke your access to Intelligence Data at any time in our sole discretion and without notice or liability. You acknowledge that a given Retailer may revoke your access to their Intelligence Data at any time in their sole discretion and without notice or liability. The specific data elements included in Intelligence Data may vary and are subject to change at our discretion.
• B. Data Limitations. You acknowledge and agree that (a) Intelligence Data is derived from Retailers who have opted in to share data or who are connected to the Dutchie Platform, and does not represent the entire market; (b) Intelligence Data may be provided on an aggregate or anonymized basis; (c) the availability and completeness of Intelligence Data depends on Retailer participation and data quality; (d) a given Retailer may revoke your access to their Intelligence Data at any time in their sole discretion and without notice or liability; and (e) Intelligence Data is provided for informational purposes only and should not be relied upon as the sole basis for business decisions.
• C. Intelligence Data Restrictions. You will not, and will not permit anyone else to, directly or indirectly: (a) disclose Intelligence Data to any third party; (b) sell, license, sublicense, distribute, or otherwise transfer Intelligence Data to any third party; (c) use Intelligence Data to train any artificial intelligence or machine learning models; (d) use Intelligence Data to engage in price fixing, market allocation, price signaling, or other anticompetitive conduct; (e) attempt to re-identify, reverse engineer, or derive the identity of any Retailer, consumer, or competitor from Intelligence Data; (f) use Intelligence Data for any purpose other than your internal business purposes in connection with the marketing, distribution, and sale of your products; (g) retain or use Intelligence Data following termination or expiration of this Agreement; or (h) use Intelligence Data to facilitate coordination with competitors. Any violation of this Section is strictly prohibited and may result in immediate termination of your access to the Connect Services.

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3.6 Antitrust and Competition.

• A. Prohibited Conduct. You will not, and will not permit anyone else to, directly or indirectly, use the Connect Services to: (a) engage in price fixing, price signaling, bid rigging, market allocation, or any other conduct that violates antitrust or competition laws; (b) coordinate, communicate, or share information regarding pricing, promotions, discounts, or competitive strategy with any competitor; (c) enter into any agreement or understanding with a competitor regarding prices, output, territories, or customers; (d) use Intelligence Data or any other information obtained through the Connect Services to facilitate coordination with competitors; or (e) engage in any other conduct that constitutes an unfair method of competition or unfair or deceptive trade practice under Applicable Law.
• B. Brand Funded Discount Requirements. Without limiting the foregoing, you represent, warrant, and covenant that each brand funded discount: (a) does not constitute an illegal inducement, kickback, or bribe; (b) does not unlawfully discriminate between similarly situated Retailers; (c) is not conditioned on exclusive dealing arrangements or other restrictive terms not disclosed to and approved by us in writing; and (d) complies with all applicable antitrust, competition, and trade promotion laws.

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4. Artificial Intelligence Features.

• 4.1 Use of AI Features. You may submit Input to the AI Features and receive Output. You are responsible for all Input you submit and for your use of all Output. Due to the nature of AI Features, you acknowledge that Output provided to you may be similar or identical to Output independently provided to other customers or users. You will not provide Input that consists of any sensitive or regulated information, including, without limitation: (a) Protected Health Information as defined by HIPAA or similar statutes; (b) government-issued identification numbers; or (c) personal financial or bank account information, except to the extent such information is already processed by us in connection with the Services under the Agreement.
• 4.2 Human Review Required. You agree to engage in human review of all Output before it is used, distributed, or relied upon for any purpose. You are solely responsible for evaluating whether any Output is appropriate, accurate, and suitable for your intended use. Output should not be relied on as a sole source of truth, factual information, or as a substitute for professional judgment.
• 4.3 Ownership. As between you and us, you retain all ownership rights in your Input, subject to the licenses granted in the Agreement. To the extent permitted by Applicable Law, you own the Output generated through your use of the AI Features. We hereby assign you all our right, title, and interest, if any, in and to Output. Your ownership of Output does not preclude us or others from independently generating substantially similar output.
• 4.4 AI Features IP. We and our licensors retain all right, title, and interest in and to the AI Features, including all underlying models, algorithms, software, and technologies, and all Intellectual Property Rights therein. Certain system-generated technical data or model-produced representations (such as embeddings, vectorized data, or algorithmic weights) created internally by us to support the operation of the AI Features, if applicable, are not Output and are not owned by you. We and our third-party providers retain all rights in such artifacts.
• 4.5 Use Restrictions. You will not, and will not permit anyone else to: (a) use the AI Features or any Output to develop, train, or improve any AI or machine learning models; (b) represent any Output as being wholly human-generated or as being approved, verified, or vetted by us; (c) use the AI Features for automated decision-making that has legal or similarly significant effects on individuals without adequate human review and compliance with Applicable Law; (d) develop foundation models or other large-scale models that compete with the AI Features; or (e) use the AI Features in a manner intended to extract model weights, bypass security controls, or prompt-inject.
• 4.6 Supplemental Disclaimer. You understand and acknowledge that use of AI Features may result in Output that is unexpected, unsuitable, incorrect, inaccurate, incomplete, offensive, or unlawful. We do not endorse nor guarantee Output to be accurate, complete, current, or fit for any particular purpose. You should independently review and verify all Output as to usefulness, appropriateness, accuracy, fitness for purpose, and any other quality relevant to your use cases. Due to the nature of AI Features, we do not represent or warrant that (a) Output does not incorporate or reflect third-party content or materials, or (b) Output will not infringe third-party Intellectual Property Rights. Output may not be protectable by Intellectual Property Rights.
• 4.7 Supplemental Indemnification. You will further indemnify, defend, and hold us harmless from and against any Claim made or brought against us, our Affiliates or our service providers by a third party arising from or related to your use of Output, including any claims that your use of Output infringes or misappropriates any Intellectual Property Rights or violates any Applicable Law. Notwithstanding our indemnification obligations under the Agreement, claims of Intellectual Property Infringement or misappropriation by Output are not included in the covered third-party claims for indemnification by us under the Agreement. You assume all risk associated with your use of Output.
• 4.8 Supplemental Limitation of Liability. Without limiting the limitation of liability provisions in the Agreement, we will have no liability arising out of or related to (a) any biases, lack of fairness, or limitations of the underlying algorithms or data; or (b) any Output that you find unsafe, harmful, or offensive.
• 4.9 Third-Party Providers. We use third-party providers to make certain AI Features available to you. You agree that any Input you provide may be shared with such third-party providers to enable the functionality of the AI Features. If our third-party providers require us to flow down additional terms to you, we will inform you of those terms, and they will be binding on you.

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