Terms & Conditions

Last updated 11/30/2021

GENERAL TERMS OF SERVICE

These General Terms of Service (“General Terms”) are a legal agreement between you, as a current or prospective customer of Flowhub (“you,” “your”) and Flowhub Holdings, Inc. (“Flowhub,” “we,” “our” or “us”) and govern your use of Flowhub’s software, mobile applications, websites, cloud-based solutions and related services (the “Software”) as well as related hardware products and services provided by Flowhub. By using our Software, you agree to these General Terms and any policies referenced within (“Policies”), including our Privacy Policy [insert link] and any additional terms specific to the Software or any other related product or service you use (“Additional Terms”), such as those listed below, which become part of your agreement with us (collectively, the “Terms”).

YOU ACKNOWLEDGE AND AGREE THAT BY EXECUTING AN ORDER FORM OR BY UTILIZING THE SOFTWARE, YOU ARE INDICATING THAT YOU HAVE READ, UNDERSTOOD AND AGREE TO BE BOUND BY THESE TERMS. IF YOU DO NOT AGREE TO THESE TERMS, THEN YOU HAVE NO RIGHT TO ACCESS OR USE FLOWHUB SOFTWARE OR RELATED SERVICES. If you accept or agree to these Terms on behalf of a company or other legal entity, you represent and warrant that you have the authority to bind that company or other legal entity to these Terms and, in such event, “you” and “your” will refer and apply to that company or other legal entity.

We may amend the Terms at any time with notice that we deem to be reasonable under the circumstances, by posting the revised version on our website or communicating it to you through your use of the Flowhub Software (each a “Revised Version”). The Revised Version will be effective as of the time it is posted, but will not apply retroactively. Your continued use of the Software after the posting of a Revised Version constitutes your acceptance of such Revised Version. We encourage you to check our website periodically to see if these Terms have been updated or amended.

1. Terms of Use

1.1 Order Forms. Subject to the Terms and your payment of all applicable Fees, we will provide to you the Software identified in one or more Order Forms (each, an “Order Form”). All Order Forms are incorporated into and made part of these Terms.

(a) Grant of License. Subject to the terms of this Agreement, including your payment of all applicable Fees and all applicable limits specified in each Order Form, Flowhub grants to you a non-exclusive, non-transferable, non-sublicensable right to use the Software specified in your applicable Order Form. All access to and use of the Software will be solely for your own internal business purposes and at all times in accordance with these Terms, any Revised Versions and any applicable separate agreement or documentation accompanying the Software or services provided to you by Flowhub. For any and all Nug (as defined below) devices that have been delivered to you on or prior to October 1, 2021, and subject to the terms of this Agreement, Flowhub grants you a non-exclusive, non-transferable and non-sublicensable right to use the Nug device, provided that the Nug device is linked to no more than one mobile device. Flowhub no longer supplies Nugs to new customers, but will continue to make available Nug devices as replacements to Nug devices that were acquired prior to October 1, 2021 until December 31 2021, as permitted under these Terms. The license terms set forth herein for Nug devices shall continue for as long as you have a Nug device in your possession in accordance with the terms of your Order Form. For the purposes of these Terms, a “Nug” shall mean “a mobile device for use of the Software that is (i) a Flowhub Nug licensed prior to October 1, 2021 or (ii) purchased from a Third-Party Service or (iii) owned by you.

1.2 General Software License Terms and Restrictions. You may not, nor may you permit any third party, directly or indirectly to: (a) modify, make derivative works of, reverse engineer, disassemble, decompile, or otherwise attempt to discover the source code for the Software; (b) sublicense, distribute, sell, convey, assign, pledge, or otherwise transfer or in any way encumber the Software or any portion thereof; (c) use, evaluate or view the Software for the purpose of designing, modifying, or otherwise creating any environment, program, or infrastructure or any portion thereof, which performs functions similar to the functions performed by the Software; (d) add software to, remove software from, or otherwise alter the Software used for or in connection with your Nug device; (e) copy or install Software licensed to you outside the scope of the Order Form or on any additional devices not linked to your Flowhub Account; (f) utilize the Software in any way that could damage, disable, overburden, impair or compromise Flowhub’s systems or security or interfere with other users; (g) remove or alter any trademark, logo, copyright, or other proprietary notices, legends, symbols, or labels in the Software; (h) transfer any rights granted to you under these Terms or (i) otherwise use the Software except as expressly allowed under these Terms.

1.3 No Warranty of Compatibility. If you install our Software on your own mobile device, we do not warrant that the Software and related services will be compatible with your mobile device or carrier. Your use of the Software may be further subject to the terms of your agreements with your mobile device manufacturer or your carrier. You may not use a modified device to use the Software if the modification is contrary to the manufacturer’s software or hardware guidelines, including disabling hardware or software controls—sometimes referred to as “jail broken.”

1.4 Consent to Share Information. If we reasonably suspect that your Flowhub Account has been used for an unauthorized, illegal, or criminal purpose, you give us express authorization to share information about you, your Flowhub Account, and any of your transactions with law enforcement.

2. License Terms for Flowhub Nugs

The terms of this section apply to any and all Nug devices that have been delivered to you on or prior to December 31, 2021 (“Flowhub Nugs”). After December 31, 2021, Nugs will be available solely from third parties, including Barcodes Inc. (“Vendor Nugs”). Subject to the terms of this Agreement, Flowhub grants you a non-exclusive, non-transferable and non-sublicensable right to use and operate your Flowhub Nug device. Title to the “Flowhub Nugs” will remain with Flowhub and you will acquire no right, title, or interest in the Flowhub Nugs except for the right to use the device pursuant to these Terms. You will pay a monthly recurring Fee, at the rate specified in the Order Form, to possess and use the Flowhub Nugs during the period specified on your Order Form. You will, at your sole expense, keep and maintain the Flowhub Nugs in a good state of repair, normal wear and tear excepted, and will use the Flowhub Nugs only for their intended purpose and in accordance with Flowhub’s instructions and these Terms. You will bear all risk of loss, damage, destruction, and theft of or to the Flowhub Nugs from any cause whatsoever (“Loss”) until the Flowhub Nugs have been returned to Flowhub and will notify Flowhub in writing within ten (10) days of any Loss. To secure your obligations under this Section, you agree to pay a security deposit, at the rate specified in the Order Form, which Flowhub may use, in whole or in part, as reimbursement for any Loss. You shall not remove the Flowhub Nugs from the address specified on the Order Form without Flowhub’s prior written approval. You shall allow Flowhub to enter your premises at all reasonable times to locate and inspect the state and condition of the Flowhub Nugs and their proper usage.

If your Flowhub Nug is defective you may initiate a return with Flowhub by contacting help@flowhub.com. Upon examination of the returned Flowhub Nug, we will, in our discretion, provide you with a replacement Nug either at no additional cost, or subject to payment of an additional security deposit. Replacements pursuant to this limited return policy will only be provided until and including December 31, 2021. Subject to the terms set forth herein, we may accept the return of a Flowhub Nug in our sole discretion. If you send us a Flowhub Nug for return, within 90 days of the return you may request in writing a refund of the security deposit associated with the returned Flowhub Nug. Upon determination by Flowhub that it will accept the return and that the Flowhub Nug is in good working order, Flowhub in its sole discretion may grant a refund of your security deposit, less any amounts you may owe to Flowhub. Only Flowhub Nugs can be returned to Flowhub. Flowhub will not accept returns of Vendor Nugs. This return policy terminates if you intentionally damage, sell or transfer your Flowhub Nug. This return policy does not apply to Flowhub Nugs that have been subject to alteration, repair, tampering, accident, abuse, misuse, fire, acts of god (including, without limitation, earthquake, flood, hurricane, lightning, or tornado) or other external causes.

The license terms set forth herein for Flowhub Nug shall continue for as long as you have a Flowhub Nug in your possession in accordance with the terms of your Order Form.

3. Additional Terms for Vendor Nugs

Starting October 1, 2021, we will rely on Barcodes Inc. (“Barcodes”) and potentially other third parties to supply Vendor Nugs as may requested by persons who wish to use our Software. With respect to the Vendor Nugs, in addition to the other terms and conditions set forth in these Terms, the following terms and conditions apply:

Your use of Vendor Nugs shall be governed by the terms and policies of that provider of the Vendor Nugs, including, without limitation, its terms of use and privacy policy. You agree to be bound by such third-party’s terms and policies. If you acquire a Vendor Nug from Barcodes, you can find its current terms of use here and its privacy policy here.

All Vendor Nugs and other products included or provided with such Nugs by such third-party are provided solely according to the warranty and other terms specified by the third-party supplying the goods. That third-party supplier is solely responsible for service and support for its product. For service, support, or warranty assistance, you should contact that third-party directly. FLOWHUB MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO SUCH THIRD PARTY NUGS OR ANY RELATED PRODUCTS, AND EXPRESSLY DISCLAIMS ANY WARRANTY OR CONDITION OF MERCHANTABILITY, NON-INFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE.

The license terms set forth herein for Flowhub Nug shall continue for as long as you have a Flowhub Nug in your possession in accordance with the terms of your Order Form.

All applicable return or replacement processes, if any, with respect to a Vendor Nug shall be implemented in accordance with the applicable terms and conditions of return used by that third-party.

4. Conditions and Restrictions with Respect to All Nugs

Regardless of whether you acquire a Flowhub Nug or a Vendor Nug, your Nug will be provided fully loaded with Software proprietary to Flowhub as set forth in your Order Form and these Terms. You shall only use and connect one mobile subscription to each Nug device, regardless of whether it is a Flowhub Nug or a Vendor Nug.

5. SimpleMDM Enabled Software Application

As part of the Software and services license, Flowhub may offer mobile applications that are intended to be operated in connection with the Nugs or other devices that operate using the SimpleMDM software and operating system, which is owned by White Room Projects LLC D/B/A SimpleMDM (“SimpleMDM”, and such software, “SimpleMDM Software”). With respect to the SimpleMDM Software, in addition to the other terms and conditions set forth in these Terms, the following terms and conditions apply:

(a) Flowhub and you acknowledge that these Terms are entered into between Flowhub and you only, and not with SimpleMDM, and that, notwithstanding anything to the contrary herein, as between Flowhub and SimpleMDM, Flowhub, not SimpleMDM, is solely responsible for SimpleMDM Software and the content thereof as it relates to the Nugs and the Flowhub Software.

(b) You may not use SimpleMDM Software in any manner that is in violation of or inconsistent with the usage rules set forth for SimpleMDM Software in, or otherwise be in conflict with, the then-current SimpleMDM terms of service available here (the “App Terms of Service”).

(c) Your license to use SimpleMDM Software is limited to a non-exclusive, non-transferable license to use SimpleMDM Software on a supported Flowhub approved device that you own, or otherwise have rights to use, and that meets the applicable system and compatibility requirements, all as set forth by the usage requirements set forth in the [Order Form] [or App Terms of Service].

(d) SimpleMDM has no obligation whatsoever to provide any maintenance or support services with respect to SimpleMDM Software.

(e) SimpleMDM is not responsible for any product warranties, whether express or implied by law.

6. Support

Flowhub will provide the support services described in Exhibit A. Any updates, upgrades, new versions, or new releases of or to the Software provided by Flowhub will be treated as part of the “Software” for purposes of this Agreement.

7. Flowhub Account Registration; End Users

You must open an account with us (a “Flowhub Account”) to use the Software. During registration we will ask you for information, which may include but is not limited to, your name and other personal information. You must provide accurate and complete information in response to our questions, and you must keep that information current. You are fully responsible for all activity that occurs under your Flowhub Account, including for any actions taken by persons to whom you have granted access to the Flowhub Account. We reserve the right to change the account type, suspend or terminate the Flowhub Account of anyone who provides inaccurate, untrue, or incomplete information, or who fails to comply with the account registration requirements. You must provide complete and accurate information during the registration process and you have an ongoing obligation to update this information if and when it changes. In creating a Flowhub Account, you will be asked to provide a username and password. You are solely responsible for maintaining the confidentiality of your password. Except as expressly permitted hereunder, you may not use the account, username, or password of someone else at any time. You are also solely responsible for any and all activities that occur under your registration or your user information. You agree to notify us immediately of any unauthorized use of your account, username, or password. You agree that you will not create more than one account. We shall not be liable for any loss that you incur as a result of someone else using your account, username, or password, either with or without your knowledge. You may be held liable for any losses incurred by us, our affiliates, officers, directors, employees, consultants, agents, and representatives due to someone else’s use of your account, username, or password.

You may grant access and authority to your Flowhub Account in relation to the Software to your employees or contractors within your organization (“Users”), provided that you will remain responsible and liable for all actions or omissions of your Users in connection with the Software. You may purchase implementation, configuration, and support services from Flowhub but, notwithstanding any such services, you will be solely responsible for: (a) configuring or determining how the Software will be configured for your use, including but not limited to product labeling, automatic patient verification, patient management, inventory management, staff management, delivery management, point of sale, online ordering, and Tax withholding calculations, in compliance with Applicable Law (as defined below); (b) providing for and maintaining any systems, software, hardware, web browser and internet service necessary to access and use the Software; and (c) ensuring your employees, contractors, and any other person interacting with the Software is legally able to do so in your jurisdiction. For the purposes of these Terms, “Applicable Law” means any statute, law, ordinance, regulation, rule, code, order, constitution, treaty, common law, judgment, decree, or other requirement of any federal, state, local, or foreign government or political subdivision thereof, or any arbitrator, court, or tribunal of competent jurisdiction, including all Tax laws. Applicable Law does not include any federal laws related to cannabis solely to the extent that such federal laws conflict with state or local cannabis laws.

FLOWHUB MAY PROVIDE YOU WITH PROFESSIONAL, ADVISORY, OR SUPPORT SERVICES REGARDING THE FOREGOING, BUT ANY SUCH SERVICES WILL NOT CONSTITUTE LEGAL ADVICE AND YOUR USE OF THE SOFTWARE WILL NOT CREATE AN ATTORNEY CLIENT RELATIONSHIP BETWEEN YOU AND FLOWHUB. FLOWHUB MAKES NO REPRESENTATION, WARRANTY, OR COVENANT THAT THE CONTENT AVAILABLE ON OR THROUGH THE FLOWHUB PLATFORM IS APPROPRIATE IN EVERY OR ANY JURISDICTION AND RECOMMENDS THAT YOU CONSULT WITH INDEPENDENT COUNSEL REGARDING YOUR USE AND CONFIGURATION OF THE SOFTWARE IN COMPLIANCE WITH APPLICABLE LAWS.

8. Security

We have implemented technical and organizational measures designed to secure your personal information from accidental destruction, loss, alteration and from unauthorized access, use, alteration, or disclosure. However, we cannot guarantee that unauthorized third parties will never be able to defeat those measures or use your personal information for improper purposes. You provide your personal information at your own risk. You are solely responsible for safeguarding your password and for restricting access to the Software from your compatible mobile devices and computer(s). You will immediately notify us of any unauthorized use of your password or Flowhub Account or any other breach of security. You will immediately take all reasonable steps to mitigate the effects of a security breach and will cooperate with Flowhub and provide all information requested by Flowhub to remediate the breach. Any assistance provided by Flowhub in relation to a security breach does not in any way operate as acceptance or acknowledgement that Flowhub is in any way responsible or liable to you or any other party in connection with such breach. Notwithstanding anything else to the contrary, in the event of any dispute between two or more parties as to account ownership, we will be the sole arbiter of such dispute in our sole discretion. Our decision (which may include termination or suspension of any Flowhub Account subject to dispute) will be final and binding on all parties.

9. Fees and Payment

You shall pay Flowhub the amounts set forth in each applicable Order Form (“Fees”). All Fees will be invoiced as indicated in the Order Form applicable to the Software. If the applicable Order Form does not specify payment terms for the Fees, you will pay all Fees on the date of invoice. Unless otherwise indicated in the applicable Order Form, all Fees will be paid monthly in advance, on the first day of each calendar month during the Term (with the first month’s Fees prorated, if necessary, due on the Effective Date) without any set-off, offset, or deduction whatsoever, in immediately available U.S. dollars. If you have specified credit card or direct withdrawal from a bank account as an applicable payment mechanism you hereby grant Flowhub the right to charge the credit card or debit the bank account provided to Flowhub for all Fees incurred pursuant to the Terms. Except as otherwise set forth herein, all Fees will be non-refundable once paid to Flowhub (including upon any termination or suspension of this Agreement). Until paid in full, all past due amounts will bear an additional charge of the lesser of 1.5% per month or the maximum amount permitted under Applicable Law. Flowhub may change any portion of the Fees upon any renewal of these Terms. The Fees do not include any taxes, levies, duties or similar governmental assessments of any nature (collectively, “Tax”). You will pay all Tax associated with your purchases hereunder, excluding taxes on Flowhub’s net income.

10. Intellectual Property

10.1 Ownership. We reserve all rights not expressly granted to you in these Terms. The Software and all related products and services proprietary to Flowhub are protected by copyright, trademark, patent and other laws of the United States and other countries. We own all rights, title, and interest, in and to the Software and all copies of the Software. These Terms do not grant you any rights to our trademarks or service marks. For the purposes of these Terms, “Intellectual Property Rights” means all patent rights, copyright rights, mask work rights, moral rights, rights of publicity, trademark, trade dress and service mark rights, goodwill, trade secret rights, and other intellectual property rights that may exist now or come into existence in the future, and all of their applications, registrations, renewals and extensions, under the laws of any state, country, territory or other jurisdiction. You may voluntarily submit suggestions, enhancement requests, ideas, feedback, recommendations or other input about the Software (“Feedback”) at any time. You irrevocably assign all right, title, interest and other worldwide intellectual property rights in and to the Feedback to Flowhub and acknowledge that we are free to use, disclose, reproduce and otherwise exploit any and all Feedback provided by you relating to the Software in our sole discretion, entirely without obligation or restriction of any kind. Any rights not expressly granted to you herein are reserved by Flowhub.

10.2 Your Content. The Software may include functionality for uploading or providing suggestions, recommendations, stories, photos, documents, logos, products, loyalty programs, promotions, advertisements and other materials or information (“Content”). You grant us and our subsidiaries, affiliates, and successors a worldwide, non-exclusive, royalty-free, fully-paid, transferable, irrevocable, perpetual, and sub-licensable right to use, reproduce, modify, adapt, publish, prepare derivative works of, distribute, publicly perform, and publicly display your Content throughout the world in any media for any reason or purpose, including to provide, promote, and/or incorporate into the Software, subject to the terms of our Privacy Policy. You retain any ownership rights you may have in your Content, subject to the rights you granted to us in these Terms. You may modify or remove your Content via your Flowhub Account or by terminating your Flowhub Account, but your Content may persist in historical, archived or cached copies and versions thereof available on or through the Flowhub platform.

You shall not upload or provide Content or otherwise post, transmit, distribute, or disseminate through your use of the Software any material that: (a) is false, misleading, unlawful, obscene, indecent, lewd, pornographic, defamatory, libelous, discriminatory, threatening, harassing, hateful, abusive, or inflammatory; (b) encourages conduct that constitutes a criminal offense or gives rise to civil liability, either by statute or common law; (c) breaches or infringes any duty toward or rights of any person or entity, including rights of publicity, privacy or Intellectual Property Rights; (d) contains corrupted data or any other harmful, disruptive, or destructive files, including without limitation malware, viruses, and worms; (e) advertises products or services competitive with Flowhub’s or its partners’ products and services, as determined by us in our sole discretion; or (f) in our sole judgment, is objectionable, restricts or inhibits any person or entity from using or enjoying any portion of the Software, or which may expose Flowhub, its affiliates or its customers or other persons to harm or liability of any nature. Although we have no obligation to monitor any Content, we have absolute discretion to remove Content at any time and for any reason without notice. Flowhub may also monitor such Content to detect and prevent fraudulent activity or violations of these Terms. You understand that by using the Software, you may be exposed to Content that is offensive, indecent, or objectionable. We take no responsibility and assume no liability for any Content, including any loss or damage to any of your Content.

10.3 Personal Data. “Personal Data” means information that can be used to uniquely identify, describe, contact or locate a natural person, including but not limited to name, address, email address, telephone number, age, and payment information. By using the Software, you consent to Flowhub’s use of your Personal Data and grant Flowhub, its representatives, and subcontractors the right to retain, use, process, or disclose Personal Data solely to provide you with the Software and fulfill the obligations described hereunder, in accordance with Flowhub’s privacy policy available here, or as required to (i) comply with Applicable Law; (ii) comply with a civil, criminal, or regulatory inquiry, investigation, subpoena, or summons by federal, state, or local authorities; (iii) to cooperate with law enforcement concerning conduct or activity that you, Flowhub, or a third party reasonably and in good faith believes may violate federal, state, or local law; or (iv) to exercise or defend legal claims. You further agree that you will not disclose or upload via the Software the Personal Data of any individual or entity without (a) obtaining such individual’s or entities’ prior express consent to the disclosure in accordance with all applicable data privacy laws, including without limitation (if applicable) (i) Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC (General Data Protection Regulation), OJ 2016 L 119/1 (“GDPR”), and the California Consumer Privacy Act of 2018 (“CCPA”), and any amendments thereto and b) obtaining the written consent of Flowhub, which may include entry into one or more data processing agreements, as appropriate.

10.4 Third-Party Products, Services and Materials. You may be offered services, products, promotions, hardware, and/or software developed, provided, or maintained by you or a third-party service provider (collectively, “Third-Party Service(s)”). Flowhub makes no representations regarding such Third Party Services and is not responsible for any Third-Party Services, including the connection thereto or the data exchanged with or collected by such Third-Party Services. You acknowledge that the access or use of any such Third-Party Services is solely at your own risk and hereby waive any and all claims against Flowhub with respect to such Third-Party Services.

If you decide to use Third Party Services, you will be responsible for reviewing and understanding the terms and conditions for these services. We are not responsible or liable for the performance of any Third Party Services. Further, you agree to resolve any disagreement between you and a third party regarding the terms and conditions of any Third Party Services with that third party directly in accordance with the terms and conditions of that relationship. The Flowhub platform and Software may contain links to third party websites. might display, include, or make available third-party content (including data, information, educational materials, or other information), or contain links to third party websites, services, and advertisements for third parties (collectively, “Third-Party Materials”). You acknowledge and agree that Flowhub is not responsible for the accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality or any other aspect thereof. The inclusion of any website link does not imply an approval, endorsement, or recommendation by Flowhub. Such third party websites are not governed by these Terms.

Flowhub does not offer legal advice. Nothing contained herein or accessed through the Software shall be construed as providing legal advice or services. Users with questions regarding the legality of cannabis or any other legal matter agree that they have contacted independent legal counsel of their choosing, or have knowingly chosen to waive that right before using the Software provided by Flowhub.

All third party hardware and other products included or sold for use with the Software, including but not limited to Vendor Nugs, are provided solely according to the warranty and other terms specified by the manufacturer, who is solely responsible for service and support for its product. For service, support, or warranty assistance, you should contact the manufacturer directly. FLOWHUB MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO SUCH THIRD PARTY PRODUCTS, AND EXPRESSLY DISCLAIMS ANY WARRANTY OR CONDITION OF MERCHANTABILITY, NON-INFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE.

10.5 Customer Name and Logo Use. By using the Software, you consent that Flowhub may use your name and logo in Flowhub’s marketing materials and customer lists.

11. Modification and Termination

11.1 Termination. We may terminate these General Terms or any Additional Terms, or suspend or terminate your Flowhub Account or your access to the Software, at any time for any reason. We may add or remove, suspend, stop, delete, discontinue or impose conditions on the Software or any feature or aspect of the Software. We will take reasonable steps to notify you of termination or these other types of changes by email or at the next time you attempt to access your Flowhub Account. You may terminate an Order Form upon 60 days of written notice to Flowhub; this termination for convenience will be made effective after the 60-day period has elapsed. Accordingly, you will continue to bear all payment and other obligations to Flowhub under these Terms until the effective date of the termination for convenience. You must submit any notice pursuant to this section in writing to billing@flowhub.com.

11.2 Effect of Termination. Upon any termination or expiration of this Agreement (a) you will pay immediately for the remaining value of the unfulfilled Term and any outstanding dues; (b) all rights and licenses granted to you hereunder will immediately terminate; and (c) you will immediately, at your sole risk and expense, (i) cease all use of the Software; (ii) at the option of Flowhub, return to Flowhub or destroy, all Software and Confidential Information; and (iii) to the extent subject to a limited license arrangement, return all Nugs to Flowhub’s principal place of business. We may (but have no obligation to) delete your information and account data stored on our servers, and we will not be liable to you or any third party for compensation, reimbursement, or damages for any termination or suspension of the Software license, or for deletion of your information or account data. In addition to any payment obligations under the Fees payable hereunder, the following sections of these General Terms survive and remain in effect in accordance with their terms upon termination: 8 (Security), 10.1 (Ownership), 10.2 (Customer Content), 10.3 (Personal Data), 10.4 (Third Party Products), 11.2 (Effect of Termination), 12 (Representations and Warranties), 13 (Indemnity), 14 (Limitation of Liability and Damages), 15 (Binding Arbitration), 16.1 (Assignment), 16.3 (Governing Law) and 16.4 (Other Provisions).

12. Warranties and Disclaimer

12.1 Customer Warranties. You represent, warrant, and covenant that: (a) you are and will remain in full compliance with all Applicable Laws, including obtaining and maintaining all licenses, permits, authorizations, and approvals required to conduct a cannabis business in its jurisdiction, and all transactions initiated by you will comply with all federal, state, and local laws, rules, and regulations applicable to you and/or your business, including the Health Insurance Portability and Accountability Act (“HIPAA”); (b) you are not, have not, and will not (i) distribute cannabis to minors; (ii) allow revenue to pass to criminal enterprises, gangs, or cartels; (iii) allow cannabis to be diverted to states where cannabis is illegal; (iv) use your business as a cover or pretext for trafficking other illegal drugs or other illegal activity; (v) use firearms or violence in your cultivation and/or distribution of cannabis; (vi) allow your customers to drive under the influence after leaving its stores; (vii) grow your cannabis on public lands; or (viii) sell or allow possession of cannabis on federal property; (c) you are eligible to register and use the Software and have the right, power, and ability to enter into and perform under these Terms; (d) any information you provide in connection with the Software, including your business name, accurately and truthfully represents your business or personal identity under which you sell goods and services; (e) you will not use the Software, directly or indirectly, for any fraudulent undertaking or in any manner so as to interfere with the operation of the Software or the Flowhub platform; and (f) your use of the Software will be in compliance with these Terms at all times.

12.2 Disclaimer. YOU ACKNOWLEDGE THAT THE SOFTWARE PROVIDED BY FLOWHUB IS LICENSED “AS IS” AND “AS AVAILABLE,” WITHOUT ANY REPRESENTATIONS, WARRANTIES, OR COVENANTS OF ANY KIND TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW. FLOWHUB EXPRESSLY DISCLAIMS ALL REPRESENTATIONS, WARRANTIES, AND COVENANTS, WHETHER EXPRESS OR IMPLIED, REGARDING THIS AGREEMENT AND THE SOFTWARE, INCLUDING, WITHOUT LIMITATION, ANY AND ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NONINFRINGEMENT. WITHOUT LIMITING THE FOREGOING, FLOWHUB DOES NOT REPRESENT OR WARRANT THAT THE SOFTWARE WILL MEET ALL OF YOUR REQUIREMENTS OR BE UNINTERRUPTED, SECURE, COMPLETE, ERROR-FREE, OR FREE OF VIRUSES, MALICIOUS CODE, OR OTHER HARMFUL COMPONENTS, OR THAT DEFECTS WILL BE CORRECTED.

FLOWHUB DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY OR LIABILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY. FLOWHUB DOES NOT HAVE CONTROL OF, OR LIABILITY FOR, GOODS OR SERVICES THAT ARE PAID FOR USING THE SOFTWARE.

13. Indemnification

You agree to defend, indemnify and hold harmless Flowhub and its directors, officers, employees, affiliates and agents from and against any and all third party claims, liability, damages, expenses and costs actions or demands, including, without limitation, reasonable legal and accounting fees, arising or resulting from (a) your breach of these Terms or any other policy; (b) your access to, use, or misuse of the Third-Party Content or the Software; and (c) your infringement or infringement by any other user of your account, of any intellectual property or other right of any other person. Flowhub will provide notice to you of any such claim, suit, or proceeding. Flowhub reserves the right to assume the exclusive defense and control of any matter which is subject to indemnification under this Section. In such case, you agree to cooperate with any reasonable requests assisting Flowhub’s defense of such matter.

14. Limitation of Liability

IN NO EVENT WILL FLOWHUB BE LIABLE TO YOU UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY, FOR ANY DIRECT, INDIRECT, SPECIAL, PUNITIVE, INDIRECT, INCIDENTAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOST PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES, EVEN IF FLOWHUB HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF A REMEDY SET FORTH HEREIN HAS FAILED ITS ESSENTIAL PURPOSE. TO THE MAXIMUM EXTENT PERMITTED BY LAW FLOWHUB’S AGGREGATE LIABILITY TO YOU OR ANY THIRD PARTIES IN ANY CIRCUMSTANCE IS LIMITED TO ONE HUNDRED DOLLARS ($100).

Some states do not allow exclusion of implied warranties or limitation of liability for incidental or consequential damages, so the above limitations or exclusions may not apply to you. IN SUCH STATES, FLOWHUB’S LIABILITY OF WILL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.

15. Binding Arbitration

The parties will attempt to settle all claims, allegations, controversies, and disputes related in any way to this Agreement (“Disputes”) through good faith discussions between the parties. Any and all Disputes that cannot be resolved between the parties shall be resolved through binding arbitration under this Section. Either party may refer the Dispute to arbitration. Any such arbitration will be conducted in accordance with the rules of the American Arbitration Association (the “AAA Rules”), in Denver, Colorado, and presided over by a single arbitrator selected by the parties in accordance with AAA Rules. All arbitrator candidates must be neutral as to each party and have substantial experience in the software and cannabis industries. Each party will bear its own expenses and will share equally in fees of the arbitrator. The parties will provide each other with all requested documents and records related to the dispute in a manner that will minimize the expense and inconvenience of both parties. Discovery will not include depositions or interrogatories, except as the arbitrator may expressly allow upon a showing of need. The parties and the arbitrator will be guided in resolving discovery disputes by the Colorado Rules of Civil Procedure. If disputes arise concerning discovery requests, the arbitrator will have sole and complete discretion to resolve such disputes. The parties agree that time of the essence principles will guide the hearing and that the arbitrator will have the right and authority to issue monetary sanctions in the event of unreasonable delay. The arbitrator will deliver a written opinion setting forth findings of fact and the rationale for the award within 30 days following conclusion of the hearing. The award of the arbitrator, which may include legal and equitable relief, but which may not include punitive damages, will be final and binding upon the parties, and judgment may be entered upon it in accordance with Applicable Law in any court of competent jurisdiction. In addition the arbitrator will have the discretion to award the prevailing party all or part of its attorneys’ fees and costs, including fees associated with arbitrator, if the arbitrator determines that the positions taken by the other party on material issues of the dispute were without substantial foundation. Judgment upon the award may be entered in any court or governmental body having jurisdiction thereof. Any additional costs, fees, or expenses incurred in enforcing the award may be charged against the party that resists its enforcement. This Agreement will control if there is a conflict between the terms of this Agreement and the AAA Rules.

16. General Provisions

16.1 Assignment. These General Terms, and any rights and licenses granted hereunder, may not be transferred or assigned by you and any attempted transfer or assignment will be null and void.

16.2 Notice. To be effective, any notice required to be given under this Agreement will be given in writing, addressed to the applicable party (at the address in the Order Form) and hand delivered, which is effective upon delivery; sent by reputable overnight courier, which is effective on the business day following deposit with such courier; or sent by the United States mail, first class postage prepaid, which is effective on the third business day after deposit in the United States mail.

16.3 Governing Law/Forum. This Agreement will be governed by the laws of the State of Colorado, without regard to conflicts of law principles thereof. Any disputes arising out of or concerning this Agreement shall be resolved in the state or federal courts located in the city of Denver, Colorado. You agree that venue in such courts is both proper and convenient.

16.4 Other Provisions. These General Terms, and any applicable Additional Terms or Policies, are a complete statement of the agreement between you and Flowhub regarding the Software and any related good and services. In the event of a conflict between these General Terms and any other Flowhub agreement or Policy, these General Terms will prevail and control the subject matter of such conflict. If any provision of these General Terms or any Additional Term is invalid or unenforceable under Applicable law, then it will be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under Applicable law, and the remaining provisions will continue in full force and effect. These General Terms do not limit any rights that we may have under trade secret, copyright, patent, or other laws. No waiver of any term of these General Terms will be deemed a further or continuing waiver of such term or any other term.

Exhibit A

Support Services

After going live, Flowhub’s product support team will be your resource for any and all technical inquiries. They can be reached at help.flowhub.com or by calling (844) FLOWHUB. They are available to answer inquiries 7 days a week from 8 a.m. to 8 p.m. MST. Flowhub will endeavor to answer email inquiries within 24 hours and substantively respond to calls within 3 hours. We have a constant goal of a 95% call answer rate and all voicemails with content generate a case to be followed-up with by our support team.