MEMBERSHIP PROGRAM TERMS AND CONDITIONS

1. Definitions.
   1. “Leafwell Member” means any individual eligible for Member Services, including, without limitation: (i) an employee or member of a group enrolled in Leafwell’s membership network; (ii) an association member enrolled through a recognized partner association; or (iii) an individual who subscribes directly through Leafwell.
   2. “Member Services” refers to the suite of services and benefits provided under the Leafwell Member Program, including, but not limited to, access to dispensary discounts, telepharmacist consultations, and medical cannabis certification evaluations.
   3. “Participating Provider” means any dispensary, pharmacy, telehealth platform, or third-party entity that has entered into a formal agreement with Leafwell to offer specific benefits to Leafwell Members. For Purposes of these Membership Program Terms and Conditions (the “Terms”), Participating Provider and Leafwell are referred, each as a “Party” and collectively as the “Parties”.
   4. “Service Site(s)” means any website, platform, or digital infrastructure operated or authorized by Leafwell for purposes of delivering Member Services.
2. Member Services and Eligibility.Access to the Leafwell Member Program is available to individuals who meet the minimum age and residency requirements under applicable law in the states where the Program is offered. Enrollment in the Program may occur directly through Leafwell or indirectly through a Participating Provider, employer, or association partner. Leafwell reserves the right to amend or extend more favorable terms to similarly situated Participating Providers. Should such terms be granted, Leafwell shall extend the same to all other qualifying Participating Providers upon request. All Leafwell Members must present valid proof of membership to the Program to access any in-store or digital Member Service. All digital Member Services can be accessed through a secure online account established by the Member. Leafwell Members must log into their individual accounts to utilize available services or manage their preferences.
3. Dispensary Benefits. Participating Providers may offer exclusive in-store discounts to verified Leafwell Members. Such discounts vary by location and remain subject to availability, in-store policies, and Participating Provider terms. Participating Providers represent and warrant that: (i) They shall not influence or interfere with a Member’s choice of dispensary or product selection; (ii) No inducements or compensation shall be exchanged for referrals of Leafwell Members; and (iii) Members will receive pricing consistent with pricing available to the general public, exclusive of any Member discount.
4. Telepharmacist Services.Leafwell Members are entitled to discounted telepharmacist consultations via Leafwell’s secure platform. Basic Members will receive a fifty-percent (50%) discounted rate on telepharmacist consultations. Premium Members are entitled to up to three (3) complimentary consultations annually. These sessions are designed for educational purposes only and are not intended to constitute health care, clinical assessments, or the provision of treatment. Pharmacist suggestions are based on publicly available or partner-provided product data and are meant to inform—not direct—individual decision-making. Partners shall not interpret any pharmacist communication as constituting a medical diagnosis, legal prescription, or product authorization.
5. Certification Services. Leafwell Members receive a fifty-percent (50%) discount on medical cannabis certification evaluations performed via the Leafwell telehealth platform. Discounts are available only for Member Services rendered by Leafwell-affiliated practitioners. Medical certification is not guaranteed and remains subject to clinical determination by the evaluating healthcare provider. Refunds for Members deemed ineligible shall be processed in accordance with Leafwell’s cancellation policy. In the event a Member elects to cancel or terminate their Membership after having utilized any discounted or complimentary Member Service (including, without limitation, a discounted or free medical cannabis certification evaluation), the Member acknowledges and agrees that such discount or complimentary benefit was extended solely in consideration of maintaining active Membership status. Accordingly, any Member who cancels prior to the conclusion of the applicable Membership term shall be responsible for repayment to Leafwell of the difference between the discounted rate paid and the then-current standard retail price for such service. Leafwell reserves the right to deduct or offset such amount from any refund otherwise due, or to invoice the Member directly for the balance owed. No Membership cancellation shall be deemed effective until all outstanding repayment obligations have been satisfied in full.
6. Membership Use and Access. Membership benefits, discounts, and Member Services are strictly limited to the individual enrolled under the Leafwell Member Program. Memberships are non-transferable. Access to Member Services requires presentation of a valid QR code or digital Member ID. Unauthorized sharing, duplication, or misuse of Member credentials may result in immediate suspension or revocation of benefits, at Leafwell’s sole discretion. Leafwell reserves the right to deny or terminate membership in cases of suspected fraud or abuse. Subject to this Section, these Terms will remain in full force and effect while you use the Member Services. Leafwell may (a) suspend your rights to use the Member Services or (b) terminate these Terms, at any time for any reason at our sole discretion, including for any use of the Member Services in violation of these Terms. Upon termination of these Terms, your right to access and use the Member Services will terminate immediately. You understand that any termination of your Leafwell Account involves deletion of your User Content associated therewith from our Member Services and live databases. Leafwell will not have any liability whatsoever to you for any termination of these Terms, including for termination of your Leafwell Account or deletion of your User Content. For avoidance of doubt, early cancellation of Membership following use of discounted or complimentary Member Services shall constitute a material modification of the Member’s payment obligations, as described under “Certification Services.
7. Control of Service Site. Leafwell retains exclusive control over the Service Site, including its content, features, user experience, and functionality. Leafwell may, at any time and without notice, redesign, update, or modify any element of the Service Site, including appearance, structure, navigation, or performance. Leafwell makes no guarantee regarding the uptime, continuous availability, or access to any Service Site feature or content. The Service Site is provided “as is,” without warranty of fitness for a particular purpose.
8. Member Services – Complaint Resolution. Leafwell and all Participating Providers agree to cooperate in resolving any Member complaints related to Member Services. Leafwell shall investigate and respond to complaints involving platform access, digital credentials, or pharmacist consult delivery. Complaints principally related to the fulfillment of in-store discounts or third-party services shall be forwarded to the relevant Participating Provider. All Parties agree to respond to reasonable complaint investigations in a timely, good-faith manner.
9. Member Information Confidentiality and Privacy. All Member Information is the sole and exclusive property of Leafwell and is considered “Confidential Information”. Participating Providers shall not, under any circumstance: (i) Sell, rent, or license access to Member Information; or (ii) Use Member Information for any purpose outside the scope of delivering Member Services. Participating Providers shall not disclose or release any Confidential Information except to its contractors, consultants and agents who are acting on such Participating Provider’s behalf and are bound by confidentiality restrictions as to such Confidential Information at least as strict as those set forth herein. In addition, Participating Providers shall take all necessary precautions to prevent any such disclosure by its respective employees, officers, directors, consultants, contractors or agents. Use of Member Information is strictly governed by Leafwell’s Privacy Policy. Unauthorized disclosure is grounds for immediate termination of any Partner or Provider agreement.
10. Intellectual Property.Participating Providers shall not acquire any ownership interest in the trademarks, patents, content, technology, or other intellectual property of Leafwell. Leafwell grants Participating Providers a non-exclusive, revocable license to use the Leafwell name, logo, and Member Program content for; (i) Promoting Member Services; (ii) Display in digital/print advertising; and (iii) In-store signage or patient communication. Use of branding must follow Leafwell’s brand guidelines and cannot imply affiliation beyond the scope of this Program.
11. Representations, Warranties, and Indemnity. Leafwell and Participating Provider represents and warrants to the other that its performance of its obligations under these Terms will not conflict with or result in a breach or violation of any of the terms or provisions or constitute a default under any agreement by which it is bound and that it is not a party to any agreement containing a non-competition clause or other restriction with respect to (i) the activities and services which it is required to perform hereunder, or (ii) the use or disclosure of any information directly or indirectly related to the transactions contemplated by these Terms. Further, each Party represents that it has the authority to enter into and perform its obligations under these Terms. Leafwell warrants that its Member Services comply with applicable laws and are provided by duly credentialed professionals. Participating Providers warrant that any Member-related offers or services they promote are lawful, accurate, and non-deceptive. Additionally, each Party agrees to indemnify the other for claims, losses, or damages arising from breach of warranty, misuse of Program materials, or failure to comply with these Terms. Leafwell shall not be liable for any third-party claim based on content, price changes, or service fulfillment errors committed by Participating Providers.
12. Limitation of Liability. Except as expressly provided, neither Party shall be liable for indirect, incidental, special, or consequential damages. Leafwell disclaims all liability related to system interruptions, site performance, or modifications to Member Program benefits. Total liability under these Terms shall not exceed the total amount paid to Leafwell by a Member in connection with their Program participation.
13. Miscellaneous.
    1. Independent Relationship: The relationship between Leafwell and any Participating Provider or Member is strictly that of independent parties. Nothing in these Terms shall be interpreted to create an agency, joint venture, partnership, or employment relationship.
    2. Assignment. Neither Party may transfer, assign or sell these Terms without the prior written permission of the other Party, provided that either Party may assign these Terms and its rights and obligations hereunder in connection with a corporate reorganization, merger, or sale or transfer of all or substantially all its assets. These Terms shall be binding upon and shall inure to the benefit of each Party and its permitted successors and assigns.
    3. Complete Agreement. These Terms and other documents or materials referenced herein are the exclusive statement of the agreement of the parties with respect to its subject matter as of this date and supersedes all prior written or oral agreements. Other than as set forth above, no amendment, waiver or discharge of any provision of these Terms are valid unless made in writing and signed by an authorized officer each of Leafwell and Partner.
    4. No Implied Waivers. The failure of either Party to enforce at any time any of the provisions of these Terms, or the failure to require at any time performance by the other Party of any of the provisions of these Terms, shall in no way be construed to be a present or future waiver of such provisions, nor in any way affect the ability of either Party to enforce each and every such provision thereafter. The express written waiver by either Party of any provision, condition or requirement of these Terms shall not constitute a waiver of any future obligation to comply with such provision, condition or requirement.
    5. Force Majeure. Neither Party shall be liable for any delay or failure in performance under these Terms, or for any interruption of services rendered hereunder, which result directly or indirectly from acts of God, civil or military authority, act of public enemies, war, accidents, fi res, explosions, earthquakes, floods, the elements or any other similar cause beyond the reasonable control of the non-performing Party, provided that, in order to be excused from delay or failure to perform, the non-performing Party must act diligently to remedy such delay or failure. In the event such delay continues for five (5) or more consecutive days, the other Party shall have the right to terminate these Terms upon notice to the non-performing Party.
    6. Severability. If any provision of these Terms should, for any reason, be held invalid or unenforceable in any respect, the remainder of these Terms shall be enforced to the full extent permitted by law. A court of competent jurisdiction is hereby empowered to modify the invalid or unenforceable provision to make it valid and enforceable.
    7. Headings; Construction. The headings of various paragraphs of these Terms are inserted merely for the purposes of convenience and do not expressly or by implication limit, define, or extend the specific terms or text of the paragraph so designated. In resolving any dispute or construing any provision hereunder there shall be no presumptions made or inferences drawn because one of the parties drafted these Terms and each Party waives any rights under any law that would require the interpretation of any ambiguities in these Terms against the Party that drafted it.
    8. Governing Law: These Terms shall be governed by the laws of the State of Delaware, without regard to its conflicts of law principles. Each Party hereby irrevocably consents to personal jurisdiction in the federal and state courts located in the state of Delaware and irrevocably waives, in connection with any such action or proceeding, any objection, including without limitation any objection to the laying of venue or based on the grounds of forum non conveniens, which it may now or hereafter have to the bringing of any such action or proceeding in such jurisdiction.
    9. Dispute Resolution: Any disputes shall be resolved exclusively by arbitration in accordance with the Delaware Rapid Arbitration Act (“DRAA”). Hearings will be conducted via secure video unless the parties agree otherwise. The parties agree that the use of videoconferencing technology shall not serve as a basis for any objection or challenge to the award in any action in a state or federal court of competent jurisdiction. The arbitration will be administered pursuant to the Delaware Rapid Arbitration Act (the “DRAA”) and conducted before a single arbitrator pursuant to its applicable rules, available at Delaware Corporate Law – Delaware’s Options for Alternative Dispute Resolution. The arbitrator will apply and be bound by this Agreement, apply applicable law and the facts, and issue a reasoned award.
    10. Notices. All notices required or desired to be given hereunder shall be in writing and if not personally delivered, be sent by facsimile (with copy by ordinary mail) or by overnight courier or registered or certified mail to the Party’s address, or of which a Party notifies the other Party in writing in accordance with this Section. If sent via facsimile or personally delivered, notices shall be deemed to have been given on the day when personally delivered or sent. If mailed by overnight courier or registered or certified mail, notices shall be deemed to have been given when received.