Terms of Service

BY ACCESSING, BROWSING, OR USING THE DOPE MENUS PLATFORM, INCLUDING ANY ASSOCIATED WEBSITES, APPLICATIONS, SOFTWARE, SERVICES, OR CONTENT (COLLECTIVELY, THE "PLATFORM" OR "SERVICES"), YOU ("USER", "YOU", OR "YOUR") ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE LEGALLY BOUND BY THESE TERMS OF SERVICE ("TERMS", "AGREEMENT"), AS WELL AS OUR PRIVACY POLICY, WHICH IS INCORPORATED HEREIN BY REFERENCE.

IF YOU DO NOT AGREE TO ALL OF THESE TERMS, YOU ARE EXPRESSLY PROHIBITED FROM USING THE PLATFORM AND MUST DISCONTINUE USE IMMEDIATELY. YOUR CONTINUED USE OF THE PLATFORM CONSTITUTES YOUR ACCEPTANCE OF ANY MODIFICATIONS TO THESE TERMS.

Dope Menus, LLC ("Company", "we", "us", or "our") operates a B2B collaborative platform exclusively for Michigan's licensed cannabis industry, providing wholesale marketplace coordination, digital menu management, analytics, e-commerce solutions, and compliance tools to state-licensed cannabis businesses only.

IMPORTANT LEGAL NOTICE: This Agreement contains mandatory arbitration provisions, class action waivers, limitations of liability, and disclaimers of warranties that substantially affect your legal rights. Please read this Agreement carefully.

2.1 Mandatory License Verification and Compliance

Access to and use of the Platform is STRICTLY LIMITED to licensed cannabis businesses operating in compliance with the Michigan Regulation and Taxation of Marihuana Act (MRTMA), MCL 333.27951 et seq., and Michigan Medical Marihuana Facilities Licensing Act (MMFLA), MCL 333.27101 et seq. You represent, warrant, and covenant that:

• You hold a valid, current, and active cannabis license issued by the Michigan Cannabis Regulatory Agency (CRA)
• Your license is in good standing with no pending suspensions, revocations, or violations
• You will provide accurate license information that will be independently verified before access is granted
• You will immediately notify us if your license status changes, expires, or is suspended
• You understand that false representation of licensure is grounds for immediate termination and may constitute fraud

2.2 Age and Authority Requirements

You represent and warrant that: (a) you are at least 21 years of age; (b) you have the legal capacity to enter into this binding agreement; (c) you are an authorized representative of a business entity with full authority to bind that entity to these Terms; (d) you are not prohibited by law from accessing or using the Platform; and (e) your use of the Platform will not violate any applicable law, regulation, or ordinance.

2.3 Account Registration and Security

You unconditionally agree to and shall:

• Provide true, accurate, current, and complete information during registration and at all times thereafter
• Maintain and promptly update your account information to ensure accuracy
• Maintain strict confidentiality and security of your account credentials, passwords, and access tokens
• Immediately notify us of any unauthorized access, breach of security, or suspected fraud
• Accept full responsibility and liability for ALL activities conducted under your account, whether authorized or unauthorized
• Not share, transfer, or permit access to your account by any third party without our express written consent
• Use commercially reasonable security measures to prevent unauthorized access to your account

2.4 Corporate Authority and Binding Representation

You represent, warrant, and guarantee that: (a) you have full legal authority to bind the business entity on whose behalf you are registering; (b) the entity is duly organized, validly existing, and in good standing under the laws of its jurisdiction; (c) the execution and performance of this Agreement has been duly authorized; and (d) this Agreement constitutes a legal, valid, and binding obligation of the entity, enforceable in accordance with its terms. You personally guarantee the accuracy of these representations.

2.5 Account Termination Rights

We reserve the absolute right, in our sole and exclusive discretion, to deny, suspend, or terminate any account, with or without cause, with or without notice, for any reason including but not limited to: license expiration or revocation, violation of these Terms, suspected fraud, security concerns, or any activity we deem harmful to the Platform, our business, or other users. No refunds will be provided for terminated accounts.

3.1 Federal Controlled Substance Act Disclaimer

CRITICAL FEDERAL LAW NOTICE: Cannabis remains a Schedule I controlled substance under the federal Controlled Substances Act, 21 U.S.C. § 801 et seq., regardless of state legalization. While Michigan has legalized cannabis for medical and adult use, federal law prohibits the manufacture, distribution, dispensing, or possession of cannabis.

THE COMPANY DOES NOT MANUFACTURE, DISTRIBUTE, SELL, OR HANDLE CANNABIS PRODUCTS. We provide a technology platform and software services only. The Platform facilitates business-to-business communication and coordination between independently licensed cannabis businesses. We are not a party to any cannabis transactions conducted through the Platform.

3.2 User Assumption of Federal Risk

BY USING THIS PLATFORM, YOU EXPRESSLY ACKNOWLEDGE, UNDERSTAND, AND ASSUME ALL RISKS ASSOCIATED WITH FEDERAL CANNABIS PROHIBITION. You are solely responsible for ensuring your activities comply with all applicable federal, state, and local laws. The Company makes no representations regarding the legality of your cannabis business activities under federal law and expressly disclaims any liability arising from federal enforcement actions.

3.3 Michigan State Law Compliance Requirement

You represent, warrant, and covenant that you will comply with all applicable Michigan cannabis laws and regulations, including but not limited to: the Michigan Regulation and Taxation of Marihuana Act (MRTMA), MCL 333.27951 et seq.; Michigan Medical Marihuana Facilities Licensing Act (MMFLA), MCL 333.27101 et seq.; Michigan Administrative Rules for Medical Marihuana Facilities, R 333.101 et seq.; Michigan Administrative Rules for Marihuana Establishments, R 333.1401 et seq.; and all regulations promulgated by the Michigan Cannabis Regulatory Agency.

3.4 No Legal, Regulatory, or Compliance Advice

NOTHING ON THIS PLATFORM CONSTITUTES LEGAL, REGULATORY, COMPLIANCE, TAX, OR PROFESSIONAL ADVICE. The Company is not a law firm and does not provide legal services. You should consult with qualified legal counsel regarding compliance with federal and state cannabis laws. Any compliance tools or information provided through the Platform are for informational purposes only and should not be relied upon as legal advice or as ensuring compliance with any law or regulation.

3.5 No Illegal Activity Permitted

You agree not to use the Platform for any unlawful purpose or in any manner that violates federal, state, or local law. You agree not to use the Platform to facilitate any activity that would constitute a crime, give rise to civil liability, or otherwise violate any law. We reserve the right to report any suspected illegal activity to appropriate law enforcement authorities and to cooperate fully with any investigation.

4.1 Software-as-a-Service Provision

The Platform is a software-as-a-service (SaaS) technology solution that provides tools and infrastructure for business-to-business coordination. THE COMPANY IS NOT A CANNABIS BUSINESS, DISTRIBUTOR, MANUFACTURER, RETAILER, OR BROKER. We do not touch, handle, sell, distribute, or take custody of any cannabis products. We provide software services only.

4.2 B2B Marketplace Coordination (Not Transaction Party)

The Platform facilitates communication and coordination between licensed cannabis vendors, distributors, and retailers. WE ARE NOT A PARTY TO ANY TRANSACTIONS conducted between users. All purchases, sales, pricing, payment terms, delivery, and fulfillment are exclusively between the transacting parties. All transactions must comply with Michigan cannabis regulations and maintain proper documentation for regulatory compliance. Users are solely responsible for the legality and compliance of their transactions.

4.3 Digital Menu Management and POS Integration

Real-time collaborative menu editing and synchronization services with point-of-sale system integrations (including but not limited to Flowhub, Treez, BioTrack, LeafLogix). We provide technical integration services only and make no warranties regarding the accuracy, completeness, or reliability of menu data, inventory levels, or pricing information. Users are solely responsible for maintaining accurate product information and ensuring compliance with labeling and advertising regulations.

4.4 Analytics, Reporting, and Data Services

Data-driven insights including velocity tracking, inventory heatmaps, AI-powered predictive analytics, and performance benchmarking. ALL ANALYTICS AND PREDICTIONS ARE PROVIDED "AS IS" FOR INFORMATIONAL PURPOSES ONLY. We make no representations or warranties regarding the accuracy, completeness, reliability, or suitability of any analytics, forecasts, or recommendations. Users should not rely solely on Platform analytics for business decisions and should conduct independent analysis.

4.5 E-commerce, Promotions, and Marketing Tools

E-commerce solutions, promotion tracking, campaign management, and marketing coordination tools. Users are solely responsible for ensuring all marketing, advertising, and promotional activities comply with Michigan cannabis advertising regulations, including MCL 333.27959 and associated administrative rules. The Company is not responsible for user-generated marketing content or compliance violations.

4.6 Metrc Integration and Compliance Tools

Compliance tools integrated with Michigan's Metrc seed-to-sale tracking system. METRC INTEGRATION IS PROVIDED AS A CONVENIENCE ONLY. The Company makes no warranties regarding Metrc data accuracy, transmission reliability, or regulatory compliance. Users remain solely responsible for accurate Metrc reporting, compliance with state tracking requirements, and maintaining independent records as required by law. System failures, data transmission errors, or integration issues do not excuse non-compliance.

4.7 Service Modifications and Discontinuation

We reserve the right, in our sole discretion, to modify, suspend, or discontinue any aspect of the Platform or Services at any time, with or without notice, including features, pricing, availability, or functionality. We shall have no liability whatsoever for any modifications, suspensions, or discontinuations, including loss of data, business interruption, or lost profits.

5.1 Beta/Pre-Launch Status

THE PLATFORM IS CURRENTLY IN BETA/PRE-LAUNCH PHASE AND IS PROVIDED ON AN EXPERIMENTAL BASIS. Beta services are provided "AS IS" and "AS AVAILABLE" without any warranties of any kind. You acknowledge and agree that:

• Beta features are experimental, may contain errors or bugs, and may not function as intended
• Service availability, uptime, and performance are not guaranteed during beta phase
• Features, functionality, pricing, and terms may change at any time without notice
• Data loss, service interruptions, or system failures may occur
• Beta access may be revoked at any time in our sole discretion
• No service level agreements (SLAs) or uptime guarantees apply during beta

5.2 Beta Participant Benefits (Subject to Change)

Current beta participants may receive certain benefits which may include but are not limited to: 30-day trial period, priority support access, input opportunities on feature development, and early adopter consideration. ALL BETA BENEFITS ARE DISCRETIONARY, NON-BINDING, AND SUBJECT TO CHANGE OR TERMINATION AT ANY TIME. No guarantee is made regarding continued access to any beta benefit.

5.3 Transition to Paid Service

We reserve the right to transition from beta to paid service at any time. While we will make commercially reasonable efforts to provide notice before implementing fees, you acknowledge that pricing, payment terms, and service tiers may be established without advance notice. Continued use after implementation of fees constitutes acceptance of such fees.

5.4 No Reliance on Beta Services

YOU SHOULD NOT RELY ON BETA SERVICES FOR CRITICAL BUSINESS OPERATIONS. You acknowledge that beta services may be unreliable, incomplete, or subject to interruption. You are responsible for maintaining independent systems, backups, and contingency plans. We are not liable for any damages arising from reliance on beta services or for any business decisions made based on beta functionality.

5.1 Cannabis Regulations

You agree to comply with all applicable Michigan cannabis laws, regulations, and licensing requirements. You are solely responsible for ensuring your use of the Platform complies with all regulatory obligations.

5.2 Metrc Integration

Seed-to-sale tracking integration with Michigan's Metrc system is provided for compliance purposes. You are responsible for accurate data entry and maintaining compliance with state reporting requirements.

5.3 License Suspension

If your cannabis license is suspended, revoked, or expires, you must immediately cease using the Platform and notify us. We reserve the right to suspend or terminate accounts for unlicensed businesses.

6.1 B2B Transactions

The Platform facilitates B2B transactions between vendors and retailers. All orders, pricing, payment terms, and delivery arrangements are between the transacting parties. Dope Menus is not a party to these transactions.

6.2 Order Documentation

All transactions must maintain proper chain of custody documentation and comply with Metrc tracking requirements. Users are responsible for accurate order entry and documentation.

6.3 Pricing and Payment

Vendors are responsible for setting accurate pricing, including bulk discount tiers and MOQ (Minimum Order Quantity) requirements. Payment processing and terms are established between transacting parties.

7.1 Data Collection

We collect and process data necessary to provide Platform services, including business information, transaction data, inventory data, and usage analytics.

7.2 Data Sharing

Market intelligence and aggregated analytics may be shared across the network to provide mutual benefit to all participants. Individual transaction details are only visible to the transacting parties unless otherwise specified.

7.3 Data Security

We implement industry-standard security measures to protect your data. However, you acknowledge that no system is completely secure, and we cannot guarantee absolute security.

7.4 Audit Trails

Comprehensive audit logging of all transactions and activities is maintained for regulatory compliance and may be provided to regulatory authorities as required by law.

8.1 Platform Ownership

The Platform, including all software, designs, text, graphics, and other content, is owned by Dope Menus and protected by intellectual property laws.

8.2 User Content

You retain ownership of your product information, images, descriptions, and other content uploaded to the Platform. By uploading content, you grant us a license to use, display, and distribute it as necessary to provide Platform services.

8.3 AI-Generated Content

AI-powered content enhancements and product descriptions generated by the Platform are provided as-is. You are responsible for reviewing and approving all AI-generated content before use.

You agree not to:

• Use the Platform for any unlawful purpose
• Violate any cannabis regulations or licensing requirements
• Provide false or misleading information
• Interfere with Platform operations or security
• Access data or systems without authorization
• Reverse engineer, decompile, or disassemble Platform software
• Use automated systems to access the Platform without permission
• Harass, threaten, or defraud other users
• Upload malicious code, viruses, or harmful content
• Violate the intellectual property rights of others

The Platform integrates with third-party services including POS systems (Flowhub, Treez, BioTrack, LeafLogix), Metrc, payment processors, and other services. We are not responsible for the performance, availability, or policies of third-party services.

Your use of third-party integrations may be subject to separate terms and conditions imposed by those providers.

PLEASE READ THIS SECTION CAREFULLY. IT LIMITS OUR LIABILITY TO YOU AND CONTAINS IMPORTANT LEGAL DISCLAIMERS THAT AFFECT YOUR RIGHTS.

11.1 "AS IS" AND "AS AVAILABLE" Provision

THE PLATFORM AND ALL SERVICES ARE PROVIDED STRICTLY ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTIES, REPRESENTATIONS, OR CONDITIONS OF ANY KIND, EITHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. While we strive for quality service, WE MAKE NO GUARANTEES regarding availability, reliability, accuracy, completeness, functionality, performance, uptime, synchronization latency, or error-free operation.

11.2 Complete Disclaimer of All Warranties

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, INCLUDING MICHIGAN COMPILED LAWS AND FEDERAL LAW, THE COMPANY AND ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS, AND LICENSORS (COLLECTIVELY, "COMPANY PARTIES") EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO:

• IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT
• WARRANTIES ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE
• WARRANTIES THAT THE PLATFORM WILL MEET YOUR REQUIREMENTS OR BUSINESS NEEDS
• WARRANTIES OF UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE SERVICE
• WARRANTIES REGARDING THE ACCURACY, RELIABILITY, OR COMPLETENESS OF ANY CONTENT, DATA, OR INFORMATION
• WARRANTIES THAT DEFECTS OR ERRORS WILL BE CORRECTED
• WARRANTIES REGARDING THE RESULTS OBTAINED FROM USE OF THE PLATFORM
• WARRANTIES THAT THE PLATFORM IS FREE FROM VIRUSES, MALWARE, OR OTHER HARMFUL COMPONENTS

11.3 No Regulatory Compliance Warranty

THE COMPANY MAKES NO WARRANTY, REPRESENTATION, OR GUARANTEE THAT USE OF THE PLATFORM WILL ENSURE COMPLIANCE WITH ANY FEDERAL, STATE, OR LOCAL LAWS, REGULATIONS, OR REQUIREMENTS, INCLUDING BUT NOT LIMITED TO CANNABIS LAWS, METRC REPORTING REQUIREMENTS, OR CRA REGULATIONS. While we provide compliance tools, YOU ARE SOLELY AND EXCLUSIVELY RESPONSIBLE for ensuring your operations, transactions, reporting, and business activities comply with all applicable laws. WE ARE NOT LIABLE for regulatory violations, fines, penalties, license suspensions, revocations, or any other regulatory actions or consequences whatsoever.

11.4 Maximum Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL THE COMPANY PARTIES BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY:

• INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL, OR PUNITIVE DAMAGES OF ANY KIND
• LOST PROFITS, LOST REVENUE, LOST BUSINESS, OR LOST BUSINESS OPPORTUNITIES
• LOSS OF DATA, LOSS OF GOODWILL, OR LOSS OF USE
• BUSINESS INTERRUPTION, SERVICE INTERRUPTION, OR SYSTEM DOWNTIME
• COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES
• REGULATORY FINES, PENALTIES, OR SANCTIONS
• CLAIMS BY THIRD PARTIES OR TRANSACTIONS BETWEEN PLATFORM USERS
• DAMAGES ARISING FROM SYSTEM FAILURES, DATA LOSS, SECURITY BREACHES, OR UNAUTHORIZED ACCESS

THE ABOVE LIMITATIONS APPLY REGARDLESS OF THE LEGAL THEORY UPON WHICH LIABILITY IS BASED, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, WARRANTY, OR OTHERWISE, AND EVEN IF THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

11.5 Cap on Total Liability

IN NO EVENT SHALL THE TOTAL AGGREGATE LIABILITY OF THE COMPANY PARTIES TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THIS AGREEMENT OR YOUR USE OF THE PLATFORM, WHETHER IN CONTRACT, TORT, OR OTHERWISE, EXCEED THE GREATER OF: (A) THE TOTAL AMOUNT YOU ACTUALLY PAID TO US IN FEES DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO LIABILITY; OR (B) ONE HUNDRED DOLLARS ($100.00 USD).

IF YOU HAVE NOT PAID ANY FEES (e.g., during a trial or beta period), OUR TOTAL LIABILITY TO YOU SHALL NOT EXCEED ONE HUNDRED DOLLARS ($100.00 USD).

11.6 Third-Party Transactions and User Disputes

THE COMPANY IS NOT A PARTY TO ANY TRANSACTIONS BETWEEN USERS. We provide a platform for coordination only. All disputes, claims, breaches, or issues arising from transactions between users (vendors, retailers, distributors, etc.) are EXCLUSIVELY between those parties. THE COMPANY HAS NO LIABILITY for the quality, safety, legality, accuracy, or compliance of products or services exchanged between users, or for payment disputes, delivery failures, or any other transaction-related issues.

11.7 Essential Purpose and Allocation of Risk

YOU ACKNOWLEDGE AND AGREE THAT THE DISCLAIMERS, EXCLUSIONS, AND LIMITATIONS OF LIABILITY SET FORTH IN THIS SECTION FORM AN ESSENTIAL BASIS OF THE AGREEMENT BETWEEN YOU AND THE COMPANY. The fees charged (if any) reflect this allocation of risk and limitation of liability. If applicable law does not allow all or any part of the above limitations to apply to you, the limitations will apply to you only to the extent permitted by applicable law.

11.8 Force Majeure and Third-Party Dependencies

The Company shall not be liable for any failure or delay in performance due to causes beyond its reasonable control, including but not limited to: acts of God, natural disasters, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, pandemics, strikes, or shortages of transportation, facilities, fuel, energy, labor, or materials. Additionally, we are not liable for failures or interruptions caused by third-party services, including POS systems, Metrc, payment processors, internet service providers, or hosting providers.

12.1 General Indemnification Duty

You agree to indemnify, defend, and hold completely harmless Dope Menus, LLC, and all Company Parties (including our affiliates, subsidiaries, parent companies, officers, directors, shareholders, employees, agents, contractors, suppliers, licensors, successors, and assigns) from and against any and all claims, demands, actions, suits, proceedings, investigations, liabilities, damages, losses, costs, and expenses (including but not limited to reasonable attorneys' fees, expert witness fees, court costs, and litigation expenses) of any kind or nature whatsoever, whether known or unknown, arising out of or related to:

• Your access to, use of, or inability to use the Platform or Services
• Your violation, breach, or alleged violation of these Terms or any applicable law, regulation, or ordinance
• Your violation of any rights of any third party, including intellectual property rights, privacy rights, or publicity rights
• Any content, data, information, or materials you submit, post, upload, or transmit through the Platform
• Any transactions, communications, or interactions between you and other Platform users
• Your cannabis business operations, activities, licensing status, or regulatory compliance (or non-compliance)
• Any federal, state, or local law enforcement action related to your cannabis business activities
• Your representations, warranties, or guarantees made to us or third parties
• Any negligent, reckless, or intentional acts or omissions by you or your employees, agents, or representatives
• Unauthorized access to your account resulting from your failure to maintain account security

12.2 Specific Cannabis-Related Indemnification

You specifically and expressly agree to indemnify, defend, and hold harmless the Company Parties from any and all claims, liabilities, damages, or expenses arising from or related to:

• Federal cannabis prohibition, enforcement actions, or prosecutions under the Controlled Substances Act
• State or local cannabis regulatory violations, license suspensions, revocations, fines, or penalties
• Metrc tracking failures, reporting errors, or seed-to-sale compliance issues
• Product quality, safety, labeling, testing, or contamination issues
• Advertising or marketing violations under Michigan cannabis regulations
• Failure to verify customer age, license status, or purchase limits
• Tax obligations, IRS audits, or 280E tax code implications
• Banking issues, payment processing problems, or FinCEN reporting requirements

12.3 Defense and Settlement Rights

Upon receiving notice of any claim subject to indemnification, the Company reserves the right, at its sole discretion, to assume the exclusive defense and control of any matter subject to indemnification by you. You agree to cooperate fully with the Company in the defense of any such claim and not to settle any claim without the Company's prior written consent. You shall not admit liability or fault on behalf of the Company or agree to any settlement that imposes obligations on the Company without our express written consent.

12.4 Continuing Obligation

Your indemnification obligations under this Section shall survive the termination or expiration of this Agreement and your use of the Platform. This indemnification is in addition to, and not in lieu of, any other indemnities set forth in any written agreement between you and the Company.

12.5 No Limitation

Your indemnification obligations are not subject to the liability limitations set forth in Section 11. These indemnification obligations represent your acknowledgment of the risks associated with the cannabis industry and your agreement to bear full responsibility for your business activities.

13.1 Termination by You

You may terminate your account at any time by providing written notice. Upon termination, you remain responsible for all outstanding obligations.

13.2 Termination by Us

We may suspend or terminate your access immediately, with or without notice, for:

• Violation of these Terms
• Illegal or fraudulent activity
• License suspension or revocation
• Non-payment of fees (when applicable)
• Risk to Platform security or other users

13.3 Effect of Termination

Upon termination, your right to access the Platform ceases immediately. We may delete your data after a reasonable retention period, subject to legal and regulatory requirements.

PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT AND YOUR RIGHT TO A JURY TRIAL.

14.1 Governing Law and Jurisdiction

This Agreement and any disputes arising out of or related to this Agreement or the Platform shall be governed by and construed in accordance with the laws of the State of Michigan and the federal laws of the United States applicable therein, without giving effect to any choice of law or conflict of law provisions. The United Nations Convention on Contracts for the International Sale of Goods shall not apply. You expressly consent to the personal jurisdiction and exclusive venue of the state and federal courts located in Michigan for any disputes not subject to arbitration.

14.2 Mandatory Binding Arbitration

EXCEPT AS PROVIDED BELOW, ANY DISPUTE, CLAIM, OR CONTROVERSY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE PLATFORM (INCLUDING THE BREACH, TERMINATION, ENFORCEMENT, INTERPRETATION, OR VALIDITY THEREOF) SHALL BE DETERMINED BY BINDING ARBITRATION. This includes but is not limited to disputes about the scope, applicability, or enforceability of this arbitration provision.

Arbitration shall be administered by the American Arbitration Association ("AAA") in accordance with its Commercial Arbitration Rules and, if applicable, its Supplementary Procedures for Consumer Related Disputes (collectively, the "AAA Rules"), as modified by this Agreement. The AAA Rules are available at www.adr.org or by calling 1-800-778-7879.

14.3 Arbitration Procedures and Costs

The arbitration shall be conducted by a single neutral arbitrator selected in accordance with AAA Rules. The arbitration shall take place in Michigan, unless both parties agree otherwise. The arbitration shall be conducted in English. Each party shall bear its own attorneys' fees and costs, unless the arbitrator awards fees and costs to the prevailing party as permitted by law. The arbitrator shall issue a written decision including findings of fact and conclusions of law.

14.4 CLASS ACTION AND REPRESENTATIVE ACTION WAIVER

YOU AND THE COMPANY AGREE THAT EACH PARTY MAY BRING CLAIMS AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, CONSOLIDATED, OR REPRESENTATIVE PROCEEDING. THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON'S CLAIMS AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A CLASS, CONSOLIDATED, OR REPRESENTATIVE PROCEEDING.

YOU EXPRESSLY WAIVE YOUR RIGHT TO SEEK RELIEF ON A CLASS, COLLECTIVE, OR REPRESENTATIVE BASIS. YOU WAIVE YOUR RIGHT TO PARTICIPATE AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION, OR OTHER REPRESENTATIVE PROCEEDING OF ANY KIND AGAINST THE COMPANY.

14.5 Exceptions to Arbitration

Notwithstanding the foregoing, either party may bring an individual action in small claims court if the claim qualifies. Additionally, either party may seek injunctive or other equitable relief in a court of competent jurisdiction to prevent actual or threatened infringement, misappropriation, or violation of a party's intellectual property rights, confidential information, or proprietary rights.

14.6 Waiver of Jury Trial

TO THE FULLEST EXTENT PERMITTED BY LAW, YOU AND THE COMPANY HEREBY KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY WAIVE THE RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY, WHETHER SOUNDING IN CONTRACT, TORT, OR OTHERWISE. THIS WAIVER APPLIES TO ANY ACTION WHETHER CURRENTLY EXISTING OR HEREAFTER ARISING.

14.7 Statute of Limitations and Time to File

YOU AGREE THAT REGARDLESS OF ANY STATUTE OR LAW TO THE CONTRARY, ANY CLAIM OR CAUSE OF ACTION ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE PLATFORM MUST BE FILED WITHIN ONE (1) YEAR AFTER SUCH CLAIM OR CAUSE OF ACTION AROSE, OR BE FOREVER BARRED. This one-year limitation period applies to all claims regardless of the legal theory upon which the claim is based.

14.8 Informal Dispute Resolution Requirement

Before initiating arbitration or litigation, you agree to first contact us at legal@dopemenus.com and attempt to resolve the dispute informally. You must provide a written description of the dispute, your contact information, and the relief sought. We will attempt to resolve the dispute informally within 60 days. If we cannot resolve the dispute within 60 days, either party may proceed to arbitration or court as provided herein.

14.9 Severability of Arbitration Provisions

If any portion of this arbitration provision is found to be unenforceable or unlawful for any reason, (1) the unenforceable or unlawful provision shall be severed from these Terms; (2) severance of the unenforceable or unlawful provision shall have no impact on the remainder of this arbitration provision or the parties' ability to compel arbitration of any remaining claims; and (3) to the extent that any claims must therefore proceed on a class, collective, consolidated, or representative basis, such claims must be litigated in a civil court of competent jurisdiction and not in arbitration, and the parties agree that litigation of those claims shall be stayed pending the outcome of any individual claims in arbitration.

We reserve the right to modify these Terms at any time. We will provide notice of material changes via email or Platform notification at least 30 days before the changes take effect. Your continued use of the Platform after changes become effective constitutes acceptance of the modified Terms.

16.1 Entire Agreement

These Terms constitute the entire agreement between you and Dope Menus regarding the Platform and supersede all prior agreements.

16.2 Severability

If any provision of these Terms is found unenforceable, the remaining provisions remain in full effect.

16.3 No Waiver

Our failure to enforce any right or provision does not constitute a waiver of that right or provision.

16.4 Assignment

You may not assign these Terms without our written consent. We may assign these Terms without restriction.

16.5 Force Majeure

We are not liable for delays or failures in performance resulting from circumstances beyond our reasonable control.

17.1 How to Contact Us

For questions about these Terms, legal matters, or Platform services, please contact:

Dope Menus, LLC
Legal Department
Email: legal@dopemenus.com
B2B Collaborative Platform for Michigan's Cannabis Industry

17.2 Notice Requirements

All legal notices to the Company must be sent in writing to the address above. All notices to you will be provided via email to the address associated with your account or through Platform notifications. You agree that electronic notices satisfy any legal requirement that such communications be in writing.

17.3 Export Control and Government Compliance

The Platform and Services are subject to U.S. export control laws and may be subject to export or import regulations in other countries. You agree to strictly comply with all such laws and regulations and acknowledge that you are not located in, under the control of, or a national or resident of any restricted country.

⚖️ CRITICAL NOTICE: LEGAL COUNSEL REQUIRED

THESE TERMS OF SERVICE CONTAIN IMPORTANT LEGAL PROVISIONS THAT AFFECT YOUR RIGHTS. While these Terms have been drafted to provide comprehensive legal protections under Michigan and Federal law, they are NOT a substitute for professional legal advice specific to your business circumstances.

YOU ARE STRONGLY ADVISED TO:

• Have these Terms reviewed by a licensed attorney in Michigan who specializes in cannabis law and technology contracts BEFORE using the Platform
• Consult with legal counsel regarding your specific regulatory compliance obligations under Michigan and Federal law
• Obtain independent legal advice regarding the arbitration provisions, liability limitations, and indemnification obligations herein
• Ensure your business has appropriate insurance coverage, including professional liability and cyber liability insurance
• Maintain independent legal counsel for ongoing compliance with cannabis regulations

The Company provides a technology platform only and does not provide legal, regulatory, compliance, tax, or professional advice of any kind. Your use of the Platform does not create an attorney-client relationship, nor does it ensure compliance with any law or regulation.

BY USING THE PLATFORM, YOU ACKNOWLEDGE THAT YOU HAVE HAD THE OPPORTUNITY TO SEEK INDEPENDENT LEGAL COUNSEL AND THAT YOU ACCEPT THESE TERMS WITH FULL KNOWLEDGE OF THEIR LEGAL IMPLICATIONS.