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TERMS OF SERVICE

PLEASE READ THESE TERMS OF SERVICE CAREFULLY. BY CLICKING “ACCEPTED AND AGREED TO,” CUSTOMER AGREES TO THESE TERMS AND CONDITIONS.

These Terms of Service constitute an agreement (this “Agreement”) by and between Great North Oil Exploration LLC, a Minnesota limited liability company (“Distributor”), and the corporation, LLC, partnership, sole proprietorship, or other business entity signing this Agreement (“Buyer”). This Agreement is effective as of the date Buyer clicks “Accepted and Agreed To” (the “Effective Date”). Distributor and Buyer are referred to herein each as a “Party” and collectively as the “Parties”.

EACH PARTY ACKNOWLEDGES THAT IT HAS READ THIS AGREEMENT, UNDERSTANDS IT, AND AGREES TO BE BOUND BY ITS TERMS, AND THAT THE PERSON SIGNING ON ITS BEHALF HAS BEEN AUTHORIZED TO DO SO. THE PERSON EXECUTING THIS AGREEMENT, (BY CLICKING “ACCEPTED AND AGREED TO”) ON CUSTOMER’S BEHALF REPRESENTS THAT HE OR SHE HAS THE AUTHORITY TO BIND CUSTOMER TO THESE TERMS AND CONDITIONS.

RECITALS

WHEREAS, Distributor holds a cannabis transporter license issued by the Office of Cannabis Management in the State of Minnesota (“OCM”) and is in the business of providing warehousing, storage space, material handling, transportation and distribution services in the State of Minnesota (the “Services”);

WHEREAS, Buyer is licensed by the OCM to possess and purchase cannabis products from certain licensed cannabis businesses in the State of Minnesota, including cannabis transporter licensees;

WHEREAS, Buyer desires to enlist Distributor’s services, subject to the terms and conditions set forth herein, with respect to cannabis products in Distributor’s possession (the “Products”);

WHEREAS, certain capitalized terms used but not defined in this Agreement shall have the meanings set forth below:

DEFINITIONS

“Governmental Person” means any federal, national, regional, state, municipal or local government, any political subdivision or any governmental, judicial, public or statutory instrumentality, tribunal, court, agency, authority, body or entity acting under delegated authority having jurisdiction over the matter, entity or individual in question.

“Law” means applicable federal, state, and local laws, rules, regulations, including the most recent version of any proposed-but-not-adopted regulations or guidance disseminated, be it by the OCM, or other relevant governmental authority, which govern the conduct of the Parties’ businesses and the Parties’ performance of their respective obligations under this Agreement, including, without limitation, Minnesota Statutes Chapter 342.01, et seq., all regulations promulgated by OCM pursuant thereto, and all local laws in the State of Minnesota, each as amended from time to time, but excluding any federal laws to the extent that compliance with such federal law would frustrate the fundamental purpose of this Agreement or prohibit any of the activities described in this Agreement.

“Platform” means the proprietary software applications (in both source code and object code form), currently known as “Boxes”, and accessible at www.boxes.market.

AGREEMENT

  1. Term. The term of this Agreement (the “Term”) will commence on the Effective Date and continue for the period set forth in the Order. This Agreement will renew and be applicable to each successive Order placed with Distributor.
  2. Services.
  3. Scope of Services. Distributor will provide the Services to Buyer as follows (“Scope of Services”):
  1. Subject to applicable Law, Distributor shall transport the Products from its warehouse facility to the delivery location specified by Buyer.
  2. Distributor shall use commercially reasonable efforts to accept or reject an Order within two (2) business days of submission by Buyer; provided, that such Order will be deemed “submitted” only if it includes all requisite information pursuant to Distributor’s guidelines.
  3. Distributor shall use commercially reasonable efforts to deliver Products pursuant to an Order by the later of: (i) two (2) business days of acceptance of an Order, and (ii) as specified by the Buyer; provided, that Buyer has provided all information in an Order pursuant to Distributor’s guidelines.
  4. Unless otherwise agreed to by Distributor, Buyer, and the respective Supplier for a given Order, Buyer shall pay the Fees to Distributor prior to delivery of such Products to Buyer at its specified delivery location, if by wire transfer, or at the time of such delivery, if by cash.
  5. Notwithstanding anything to the contrary, Distributor may reject any request for, restrict or otherwise elect to not fulfill any Order (upon written notice to Buyer) that Distributor in its discretion believes will result in Buyer failing to pay any amounts when due with respect to such Order.
  1. Assumptions; Changes. Each Party acknowledges that the Scope of Services and corresponding Fees are based upon Distributor’s non-binding good faith estimates of the availability of Products, types of Products, Order characteristics, volumes, space requirements, delivery fees, and costs to perform the Services. In the event Buyer requests Distributor perform services other than or in addition to those set forth on the Order, including, without limitation, last minute orders or changes, changes to delivery destination or timing, payment issues, off-cycle orders or changes, or requests for self-distribution or other special services, Distributor may provide such Services subject to Buyer’s obligation to pay increased pricing or additional fees therefor. Moreover, from time to time, Distributor may provide written notice to Buyer, via updated terms and conditions on the Platform, notifications distributed through the Platform, or via email, of new or modified fees in connection with certain Services or events, to be effective as of the effective date set forth in the notice or, if no effective date is specified, pursuant to Section 7.14 below. Distributor reserves the right to charge a delivery fee, which will be disclosed as an itemized cost prior to check out or via notice pursuant to Section 7.14 below. Buyer shall be entitled to cancel the Order with timely written notice to Distributor received prior to shipment if any such new or modified fees are not acceptable to Buyer.
  1. Orders.
  1. Buyer shall submit orders via the Platform to purchase certain types and quantities of Products in Distributor’s possession from the record owner of such Products (the “Supplier”) for delivery by Distributor (each an “Order”).
  1. Payments.
  1. Payments to Distributor. In consideration for the Services, Distributor shall be entitled to receive the fees described in this Agreement, which includes but is not limited to the purchase for Products pursuant to each Order, each Scope of Services, and as disclosed on the Platform (collectively referred to herein as the “Fees”), each as modified from time to time, or as otherwise set forth in one or more written notices by Distributor to Buyer pursuant to Section 4.2. In order to effectuate the timely payment of all Fees due with respect to the Products, subject to Section 4.2, Buyer hereby authorizes and directs Distributor to debit all Fees over all amounts which Buyer pays to Distributor in payment for the Products via the Platform.
  2. Payment Terms. Buyer shall pay the Fees pursuant to each Order that is placed. Unless otherwise agreed to by Distributor, Buyer, and the respective Supplier for a given Order, Buyer shall pay the Fees to Distributor prior to delivery of such Products to Buyer at its specified delivery location, if by wire transfer, or at the time of such delivery, if by cash.
  1. Representations and Warranties.
  1. Each Party represents and warrants to the other Party that (i) it has the corporate or limited liability company authority and power to enter into this Agreement and to grant all rights hereunder granted without violating the legal or equitable rights of any other person or entity; (ii) as of the date hereof and during the Term, the execution, delivery and performance of this Agreement does not and will not conflict with or result in a breach of or default under any of the terms or conditions of any agreement to which either Party has agreed, or is a party, or may be bound and (iii) there are no consents from any third party (including any Governmental Person) which are required to execute, deliver or perform this Agreement.
  2. Distributor represents and warrants to Buyer that, as of the Effective Date and during the Term, (i) Distributor lawfully possesses the Products; (ii) the Products are and Distributor is in compliance with all applicable Laws; (iii) Distributor holds all licenses required for its performance under this Agreement; (iv) Buyer will perform its obligations hereunder in accordance with all applicable Laws and in a professional and workmanlike manner; and (v) there are no liens, security interests or other encumbrances or restrictions placed on the Products.
  3. Buyer represents, warrants and covenants that (i) it holds all licenses required to purchase the Products under the Laws, and for its performance under this Agreement; and (ii) it will perform its obligations hereunder in accordance with all applicable Laws and in a professional and workmanlike manner.
  4. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY PROVIDED HEREIN, NEITHER PARTY NOR ANY OF ITS RESPECTIVE AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES, STOCKHOLDERS, PARTNERS, MEMBERS OR REPRESENTATIVES HAS MADE OR IS MAKING ANY REPRESENTATION OR WARRANTY WHATSOEVER TO THE OTHER PARTY. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY PROVIDED HEREIN, EACH PARTY UNDERSTANDS THAT THE PRODUCTS WILL BE FURNISHED “AS IS”, “WHERE IS” AND WITH ALL FAULTS AND WITHOUT ANY REPRESENTATION OR WARRANTY OF ANY NATURE WHATSOEVER, AND EACH PARTY HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. DISTRIBUTOR SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE, OR TRADE PRACTICE.
  1. Termination.
  1. Notwithstanding the foregoing, this Agreement may be terminated upon any of the following: (i) by the written notice of either Party; (ii) by either Party immediately in the event the other Party obtains knowledge of unlawful acts with respect to the Products (iii) immediately in the event any Governmental Person with jurisdiction over such matters has issued an order restraining, enjoining or otherwise prohibiting the performance of the Services; (iv) immediately in the event the consummation of all of the transactions contemplated by this Agreement become unlawful (for the avoidance of doubt, this provision does not apply to transactions being illegal due to the illegality of cannabis under federal law); (v) immediately in the event Buyer engages in any conduct that, in the reasonable discretion of Distributor, puts the Distributor’s cannabis license in jeopardy; (vi) the dissolution, liquidation or other similar event by either Party, or a Party is unable, or admits in writing its inability, or it becomes reasonably likely based on the circumstances that such Party will be unable, to pay its debts as they become due; or (vii) as otherwise set forth in this Agreement.
  2. Obligations Upon Termination. Upon termination of this Agreement, Distributor and Buyer agree to fully comply with all of their then remaining obligations under this Agreement, including, without limitation, the payment to Distributor of all Fees in accordance with the terms of this Agreement, the indemnification obligations and the Limitation of Liability under Section 7.2 below.
  3. NO OTHER REPRESENTATIONS. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY PROVIDED HEREIN, NEITHER PARTY NOR ANY OF ITS AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES, STOCKHOLDERS, PARTNERS, MEMBERS OR REPRESENTATIVES HAS MADE OR IS MAKING ANY REPRESENTATION OR WARRANTY WHATSOEVER TO THE OTHER PARTY OR ANY OTHER PERSON. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY PROVIDED HEREIN, EACH PARTY UNDERSTANDS THAT THE SERVICES AND PRODUCTS WILL BE FURNISHED “AS IS”, “WHERE IS” AND WITH ALL FAULTS AND WITHOUT ANY REPRESENTATION OR WARRANTY OF ANY NATURE WHATSOEVER, AND EACH PARTY HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. DISTRIBUTOR SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE.
  1. Indemnification.
  1. Indemnification by Buyer. Buyer shall indemnify, defend and hold Distributor and its affiliates, successors and assigns, and their respective officers, directors, employees, successors, assigns and representatives (“Distributor Parties”) harmless from and against any and all actions, causes of action, claims, fines, penalties, expenses, liabilities, losses and damages (including reasonable legal fees and expenses) (collectively, “Losses”) asserted, brought or made against any Distributor Parties by a third party and arising out of or relating to (i) Buyer’s breach or alleged breach of any agreements, representations or warranties contained in this Agreement, (ii) any claims asserted by third parties for Products sold by Buyer; and (iii) persons and entities authorized to act for or on behalf of Buyer.
  2. LIMITATION OF LIABILITY. OTHER THAN BUYER’S INDEMNIFICATION OBLIGATIONS OR A BREACH OF A PARTY’S INTELLECTUAL PROPERTY RIGHTS, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL DISTRIBUTOR’S AGGREGATE LIABILITY ARISING OUT OF THIS AGREEMENT (WHETHER ARISING OUT OF THIRD PARTY CLAIMS OR OTHERWISE) EXCEED THE FEES RECEIVED BY DISTRIBUTOR BY BUYER IN THE SIX (6) MONTHS PRIOR TO SUCH LOSSES BEING INCURRED. IN NO EVENT SHALL DISTRIBUTOR BE LIABLE FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL OR INDIRECT DAMAGES, INCLUDING BUT NOT LIMITED TO LOST PROFITS, INTERFERENCE WITH ACTUAL OR PROSPECTIVE BUSINESS OPPORTUNITIES OR PUNITIVE DAMAGES HOWEVER CAUSED, CLAIMED OR ASSERTED, ON ANY THEORY OF LIABILITY, AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.
  3. Survival. The terms of this Section 7 shall survive the termination of this Agreement for any reason.
  4. Risk of Loss. At all times during Distributor’s possession of a Product, unless otherwise set forth in writing by Distributor (in a written Order or otherwise) whether during transport, storage or at any other time, until such Product has been sold and delivered to Buyer, legal and beneficial ownership, right and title to the Products shall belong to Supplier. Distributor shall be responsible for any loss of such Product while in Distributor’s possession, including without limitation through damage, theft, or other loss events.
  5. Insurance. During the Term, Buyer will maintain valid insurance policies in good standing as follows:
  1. product liability insurance with coverage of not less than One Million Dollars ($1,000,000) combined single limit per occurrence and Two Million Dollars ($2,000,000) in the aggregate;
  2. general commercial liability insurance with coverage of not less than One Million Dollars ($1,000,000) combined single limit per occurrence and Two Million Dollars ($2,000,000) in the aggregate;
  1. Governing Law; Dispute Resolution. This Agreement and all disputes, claims and/or proceedings of any nature at any time in any way arising out of or relating to this Agreement shall be governed solely by the Laws of the State of Minnesota, without regard to the Laws of any other jurisdiction, including without limitation as might be asserted to apply because of principles of conflict of laws or otherwise.
  2. Nature of Relationship. To the greatest extent possible under applicable Law, Distributor will act as an independent contractor under this Agreement and will perform its obligations under this Agreement using its own employees, contractors or agents. Distributor will in its sole discretion, determine the manner and means of accomplishing those obligations and will direct, control and supervise its employees. Nothing in this Agreement creates agency, joint venture or other similar relationship between the Parties and neither Party will have any authority to act on behalf of the other Party except to the extent necessary to accomplish its obligations under this Agreement.
  3. Taxes. Except as otherwise provided herein, each Party shall pay all federal, state and local income taxes, cultivation tax when required, social security taxes, federal and state unemployment insurance and similar taxes and all other assessments, taxes, contributions, late penalties or sums payable with respect to each Party as a result of or in connection with the activities, duties, and obligations contemplated herein.
  4. Severability; Construction. Each provision of this Agreement will be interpreted in such manner as to be effective and valid under applicable Law, but if any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect under any applicable Law, such invalidity, illegality or unenforceability will not affect any other provision and the rest of this Agreement will be in full force and effect. Any uncertainty or ambiguity existing in this Agreement shall not be interpreted against any Party by reason of such Party having been responsible in any fashion for the drafting hereof. Accordingly, any rule of Law, statutory or decisional, that would require interpretation of any ambiguities in this Agreement against the Party that has drafted it shall be of no application and hereby is expressly waived to the fullest extent possible. The provisions of this Agreement shall be interpreted in a reasonable manner to effect the intentions of the Parties as expressed in this Agreement.
  5. Force Majeure. Distributor shall be excused for delays in performance or failure to perform any of its obligations hereunder if such delay or failure is caused by reason of labor disputes, strikes, fire, flood, accident, weather, civil disturbances, war, terrorism (including bio-terrorism), acts of God, pandemic, failure of sources of supply, governmental orders or restrictions and any other events outside of the reasonable control of Distributor (each, a “Force Majeure Event”). In the event of such occurrences, Distributor shall be excused from any delay in performance, and may, to the extent possible, provide distribution services from other distribution centers. In the event that Distributor is unable to provide such services from other distribution centers, with thirty (30) days written notice to Distributor, Buyer may utilize the services of an alternate distributor for such periods of time as Distributor is unable to perform.
  6. No Acts in Violation of Law. No Party shall be required to take any action that such Party reasonably believes in their sole judgment and discretion conflicts with any applicable Law or violates any court, order or decree by a Governmental Person. Any attempted action by a Party under this Agreement in contravention of the immediately preceding sentence of this Section shall be null and void ab initio and not binding on the Parties.
  7. Assignment. Distributor may assign this Agreement, or any of its rights or duties hereunder, (a) in connection with the sale or other transfer of substantially all of its business or assets to a third party or (b) to an affiliate of Distributor. Subject to the foregoing, this Agreement will be binding upon and inure to the benefit of the Parties and their permitted successors and assigns.
  8. Waiver. The failure of either Party to enforce any provisions of this Agreement shall not be deemed as a waiver or limitation of that Party’s right to subsequently enforce and compel strict compliance with every provision of this Agreement.
  9. Notices. Any notice or other communication permitted or required by this Agreement must be in writing and delivered to Buyer via email to the email address associated with Buyer’s listed account and such notices will be deemed received 24 hours after they are sent. Any notice or other communication to Distributor must be in writing and delivered through the Platform or by email at Henry@greatnorthoil.com and such notices shall be deemed received 72 hours after they are sent.
  10. Entire Agreement. This Agreement (which is deemed to include all appendices, exhibits and schedules attached hereto, as may be modified, amended or supplemented from time to time in accordance with the terms herein) constitutes the entire agreement of the Parties and supersedes all prior agreements, letters, and understandings, both written and oral, regarding the subject matter of this Agreement.
  11. Modification. Distributor reserves the right to amend this Agreement from time to time by posting an amended version on its Platform and/or sending Buyer written notice thereof. Such amendment will be deemed accepted and become effective upon Buyer’s use of the Platform.
  12. Change in Law. The Parties acknowledge that the Parties are engaged in a rapidly evolving business that is heavily regulated, and while the Parties believe that their current relationship is within the statutory and regulatory framework, regulatory authorities continue to promulgate rules and regulations in this area. In the event that the participation in or performance by either Party hereto of any term, covenant, condition or provision of this Agreement should be determined by a Governmental Person to be in violation of any statute, ordinance, or be otherwise deemed illegal, or there is a change in federal or state enforcement priorities or guidance that makes the operation of the Parties’ business impracticable, or, in the event that counsel to either Party confirms in writing that this Agreement, or any provision of it, is or will imminently be in violation of any statute or ordinance or is otherwise illegal, then the Parties shall use their commercially reasonable efforts, in good faith, to meet forthwith and attempt to negotiate an amendment to this Agreement to remove or negate the effect of the event.

MASTER AUCTION AGREEMENT

TERMS OF SERVICE

PLEASE READ THESE TERMS OF SERVICE CAREFULLY. BY CLICKING “ACCEPTED AND AGREED TO,” CUSTOMER AGREES TO THESE TERMS AND CONDITIONS.

These Terms of Service constitute an agreement (this “Agreement”) by and between Great North Oil Exploration LLC, a Minnesota limited liability company (“Distributor”), and the corporation, LLC, partnership, sole proprietorship, or other business entity signing this Agreement (“Buyer”). This Agreement is effective as of the date Buyer clicks “Accepted and Agreed To” (the “Effective Date”). Distributor and Buyer are referred to herein each as a “Party” and collectively as the “Parties”.

EACH PARTY ACKNOWLEDGES THAT IT HAS READ THIS AGREEMENT, UNDERSTANDS IT, AND AGREES TO BE BOUND BY ITS TERMS, AND THAT THE PERSON SIGNING ON ITS BEHALF HAS BEEN AUTHORIZED TO DO SO. THE PERSON EXECUTING THIS AGREEMENT, (BY CLICKING “ACCEPTED AND AGREED TO”) ON CUSTOMER’S BEHALF REPRESENTS THAT HE OR SHE HAS THE AUTHORITY TO BIND CUSTOMER TO THESE TERMS AND CONDITIONS.

RECITALS

WHEREAS, Distributor holds a cannabis transporter license issued by the Office of Cannabis Management in the State of Minnesota (“OCM”) and is in the business of providing warehousing, storage space, material handling, transportation and distribution services in the State of Minnesota (the “Services”);

WHEREAS, Buyer is licensed by the OCM to possess and purchase cannabis products from certain licensed cannabis businesses in the State of Minnesota, including cannabis transporter licensees;

WHEREAS, Buyer desires to enlist Distributor’s services, subject to the terms and conditions set forth herein, with respect to cannabis products in Distributor’s possession (the “Products”); and

WHEREAS, certain capitalized terms used but not defined in this Agreement shall have the meanings set forth below:

“Auction Duration” means, with respect to a given Auction, the duration for which Buyers may place bids for the Products via the Platform.

“Delivery Fee” means a fee charged to deliver the Product(s), excluding any applicable taxes.

“Governmental Person” means any federal, national, regional, state, municipal or local government, any political subdivision or any governmental, judicial, public or statutory instrumentality, tribunal, court, agency, authority, body or entity acting under delegated authority having jurisdiction over the matter, entity or individual in question.

“Law” means applicable federal, state, and local laws, rules, regulations, including the most recent version of any proposed-but-not-adopted regulations or guidance disseminated, be it by the OCM, or other relevant governmental authority, which govern the conduct of the Parties’ businesses and the Parties’ performance of their respective obligations under this Agreement, including, without limitation, Minnesota Statutes Chapter 342.01, et seq., all regulations promulgated by OCM pursuant thereto, and all local laws in the State of Minnesota, each as amended from time to time, but excluding any federal laws to the extent that compliance with such federal law would frustrate the fundamental purpose of this Agreement or prohibit any of the activities described in this Agreement.

“Platform” means the proprietary software applications (in both source code and object code form), currently known as “Boxes”, and accessible at www.boxes.market.

Reserve Price” means, with respect to a given Auction, the lowest price at which the applicable Products may be sold to a Buyer.

“Winning Bid” means, with respect to a given Auction, the bid with the highest bid price above the Reserve Price for the Products at the expiration of the Auction Duration. Such bid price is defined as the “Winning Bid Price.”

AGREEMENT

  1. Term. The term of this Agreement will begin on the Effective Date and continue indefinitely until terminated by either Party pursuant to this Agreement.
  2. Services.
  1. Scope of Services. Distributor will provide the Services to Buyer as follows: (“Scope of Services”).
  1. Subject to applicable Law, Distributor shall transport the Products from its warehouse facility to the delivery location specified by Buyer.
  2. Distributor shall use commercially reasonable efforts to deliver Products pursuant to a Winning Bid by the later of (i) two (2) business days of expiration of the applicable Auction Duration, and (ii) as specified by the Buyer; provided, that Buyer has provided all information in a Winning Bid pursuant to Distributor’s guidelines and the Winning Bid Price does not fall below the Reserve Price.
  3. Unless otherwise agreed to by Distributor, Buyer, and the respective Buyer for a given set of Products, Buyer shall pay the Winning Bid Price for the Products, as set forth in the Winning Bid and on the Platform as applicable, to Distributor prior to delivery of such Products to Buyer at its specified delivery location, if by wire transfer, or at the time of such delivery, if by cash. Distributor shall remit such Winning Bid Price to Buyer.
  4. Notwithstanding anything to the contrary, Distributor may reject, restrict or otherwise elect to not fulfill any bid (upon written notice to Buyer) that Distributor in its discretion believes will result in Buyer failing to pay any amounts when due with respect to such bid.
  1. Assumptions; Changes. Each Party acknowledges that the Scope of Services and corresponding Fees are based upon Distributor’s non-binding good faith estimates of the type of Products, future Auction characteristics, volumes, types of Products, space requirements, delivery fees, and costs to perform the Services. In the event Buyer requests Distributor perform Services other than or in addition to those initially agreed upon, without limitation last minute orders or changes, changes to delivery destination or timing, payment issues, off-cycle orders or changes, requests for self-distribution or other special services, Distributor may provide such Services subject to Buyer’s obligation to pay increased pricing or additional fees therefor. Moreover, from time to time, Distributor may provide written notice to Buyer, via updated terms and conditions on the Platform, notifications distributed through the Platform, or via email, of new or modified fees in connection with certain Services or events, to be effective as of the effective date set forth in the notice or, if no effective date is specified, pursuant to Section 7.15below. Buyer shall be entitled to terminate this Agreement with timely written notice to Distributor received prior to shipment if such new or modified fees are not acceptable to Buyer.
  1. Auctions.
  1. Buyer shall submit bids via the Platform to purchase at auction certain types and quantities of Products in Distributor’s possession from the record owner of such Products (the “Buyer”) for delivery by Distributor (each an “Auction”). If Buyer’s bid is the highest price of all bids submitted during the term of an Auction (the “Winning Bid”), and unless the Winning Bid Price falls below the Reserve Price, then Buyer shall be deemed to have purchased the applicable Products.
  1. Payments.
  1. Payments to Distributor. In consideration for the Services, Distributor shall be entitled to receive the fees described in this Agreement, each Scope of Services, and on the Platform, each as modified from time to time, or as otherwise set forth in one or more written notices by Distributor to Buyer pursuant to Section 2.2 (collectively referred to herein as the “Fees”). In order to effectuate the timely payment of all Fees due with respect to the Products, subject to Section 4.2, Buyer hereby authorizes and directs Distributor to debit all Fees over all amounts which Buyer pays to Distributor in payment for the Products via the Platform.
  2. Payment Terms. Buyer shall pay the purchase price for Products to Distributor pursuant to each Winning Bid. In the event that Buyer pays Distributor all or part of the Fees in cash, Distributor shall charge and Buyer shall pay a Cash Surcharge Fee. The amount of this Cash Surcharge Fee shall be set forth on the Platform, the applicable bid, or in one or more written notices by Distributor to Buyer.
  1. Representations and Warranties.
  1. Each Party represents and warrants to the other Party that (i) it has the corporate or limited liability company authority and power to enter into this Agreement and to grant all rights hereunder granted without violating the legal or equitable rights of any other person or entity; (ii) as of the date hereof and during the term of this Agreement, the execution, delivery and performance of this Agreement does not and will not conflict with or result in a breach of or default under any of the terms or conditions of any agreement to which either Party has agreed, or is a party, or may be bound and (iii) there are no consents from any third party (including any Governmental Person) which are required to execute, deliver or perform this Agreement.
  2. Distributor represents and warrants to Buyer that, as of the Effective Date and during the term of this Agreement, (i) Distributor has the lawful right to sell the Products; (ii) the Products are and Distributor is in compliance with all applicable Laws; (iii) Distributor holds all licenses required for its performance under this Agreement; and (iv) Buyer will perform its obligations hereunder in accordance with all applicable Laws and in a professional and workmanlike manner.
  3. Buyer represents, warrants and covenants to Distributor that (i) it holds all licenses required to purchase the Products under the Laws, and for its performance under this Agreement; and (ii) it will perform its obligations hereunder in accordance with all applicable Laws and in a professional and workmanlike manner.
  4. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY PROVIDED HEREIN, NEITHER PARTY NOR ANY OF ITS RESPECTIVE AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES, STOCKHOLDERS, PARTNERS, MEMBERS OR REPRESENTATIVES HAS MADE OR IS MAKING ANY REPRESENTATION OR WARRANTY WHATSOEVER TO THE OTHER PARTY OF ANY OTHER PERSON. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY PROVIDED HEREIN, EACH PARTY UNDERSTANDS THAT THE PRODUCTS WILL BE FURNISHED “AS IS”, “WHERE IS” AND WITH ALL FAULTS AND WITHOUT ANY REPRESENTATION OR WARRANTY OF ANY NATURE WHATSOEVER, AND EACH PARTY HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. DISTRIBUTOR SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE.
  1. Termination.
  1. This Agreement may be terminated upon any of the following: (i) by the written consent of both Parties; (ii) by either Party immediately (a) in the event the other Party obtains knowledge of unlawful acts with respect to the Products or (b) if there is a material breach of this Agreement by a Party which has not been cured within fifteen (15) days after the delivery of notice thereof by the other (non-breaching) Party specifying with particularity the condition, act, omission or course of conduct asserted to constitute such breach; (iii) immediately in the event any Governmental Person with jurisdiction over such matters has issued an order restraining, enjoining or otherwise prohibiting the performance of the Services; (iv) immediately in the event the consummation of all of the transactions contemplated by this Agreement become unlawful (for the avoidance of doubt, this provision does not apply to transactions being illegal due to the illegality of cannabis under federal law); (v) immediately in the event Buyer engages in any conduct that, in the reasonable discretion of Distributor, puts the Distributor’s cannabis license in jeopardy; (vi) the dissolution, liquidation or other similar event by either Party, or a Party is unable, or admits in writing its inability, or it becomes reasonably likely based on the circumstances that such Party will be unable, to pay its debts as they become due; or (vii) as otherwise set forth in this Agreement.
  2. Obligations Upon Termination. Upon termination of this Agreement, Distributor and Buyer agree to fully comply with all of their then remaining obligations under this Agreement and with respect to each existing Auction, including, without limitation the payment to Distributor of all Fees in accordance with the terms of this Agreement. For the avoidance of doubt, the termination of this Agreement shall not cause any existing Auction to be cancelled or terminated prior to expiration of the applicable Auction Duration.
  3. NO OTHER REPRESENTATIONS. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY PROVIDED HEREIN, NEITHER PARTY NOR ANY OF ITS AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES, STOCKHOLDERS, PARTNERS, MEMBERS OR REPRESENTATIVES HAS MADE OR IS MAKING ANY REPRESENTATION OR WARRANTY WHATSOEVER TO THE OTHER PARTY OR ANY OTHER PERSON. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY PROVIDED HEREIN, EACH PARTY UNDERSTANDS THAT THE SERVICES AND PRODUCTS WILL BE FURNISHED “AS IS”, “WHERE IS” AND WITH ALL FAULTS AND WITHOUT ANY REPRESENTATION OR WARRANTY OF ANY NATURE WHATSOEVER, AND EACH PARTY HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. DISTRIBUTOR SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE.
  1. Indemnification.
  1. Indemnification by Buyer. Buyer shall indemnify, defend and hold Distributor and its affiliates, successors and assigns, and their respective officers, directors, employees, successors, assigns and representatives (“Distributor Parties”) harmless from and against any and all actions, causes of action, claims, fines, penalties, expenses, liabilities, losses and damages (including reasonable legal fees and expenses) (collectively, “Losses”) asserted, brought or made against any Distributor Parties by a third party and arising out of or relating to (i) Buyer’s breach or alleged breach of any agreements, representations or warranties contained in this Agreement, (ii) persons and entities authorized to act for or on behalf of Buyer, and (ii) any claims asserted by Buyer or any third parties as it relates to the Products.
  2. LIMITATION OF LIABILITY. OTHER THAN BUYER’S INDEMNIFICATION OBLIGATIONS OR A BREACH OF A PARTY’S INTELLECTUAL PROPERTY RIGHTS, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL DISTRIBUTOR’S AGGREGATE LIABILITY ARISING OUT OF THIS AGREEMENT (WHETHER ARISING OUT OF THIRD PARTY CLAIMS OR OTHERWISE) EXCEED THE DISTRIBUTION FEES RECEIVED BY DISTRIBUTOR FOR SALES TO BUYER IN THE SIX (6) MONTHS PRIOR TO SUCH LOSSES BEING INCURRED. OTHER THAN BUYER’S INDEMNIFICATION OBLIGATIONS, IN NO EVENT SHALL DISTRIBUTOR BE LIABLE FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL OR INDIRECT DAMAGES, INCLUDING BUT NOT LIMITED TO LOST PROFITS, INTERFERENCE WITH ACTUAL OR PROSPECTIVE BUSINESS OPPORTUNITIES OR PUNITIVE DAMAGES HOWEVER CAUSED, CLAIMED OR ASSERTED, ON ANY THEORY OF LIABILITY, AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. THIS SECTION SHALL SURVIVE THE TERMINATION OF THIS AGREEMETN FOR ANY REASON.
  3. Risk of Loss. At all times during Distributor’s possession of a Product, unless otherwise set forth in writing by Distributor (in a listing for an Auction on the Platform or otherwise) whether during transport, storage or at any other time, until such Product has been sold and delivered to Buyer, legal and beneficial ownership, right and title to the Products shall belong to Buyer. Distributor shall be responsible for any loss of such Product while in Distributor’s possession, including without limitation through damage, theft, or other loss events.
  4. Insurance. During the term of this Agreement, Buyer will maintain in good standing valid insurance policies as follows:
  1. product liability insurance with coverage of not less than One Million Dollars ($1,000,000) combined single limit per occurrence and Two Million Dollars ($2,000,000) in the aggregate;
  2. general commercial liability insurance with coverage of not less than One Million Dollars ($1,000,000) combined single limit per occurrence and Two Million Dollars ($2,000,000) in the aggregate; and
  3. property insurance for theft and damages to Products with coverage of not less than Three Million Dollars ($3,000,000) combined single limit per occurrence and Six Million Dollars ($6,000,000) in the aggregate.

Buyer shall furnish Distributor with a certificate of insurance for all policies of insurance required hereunder upon request.

  1. Governing Law; Dispute Resolution. This Agreement and all disputes, claims and/or proceedings of any nature at any time in any way arising out of or relating to this Agreement shall be governed solely by the Laws of the State of Minnesota, without regard to the Laws of any other jurisdiction, including without limitation as might be asserted to apply because of principles of conflict of laws or otherwise.
  1. Nature of Relationship. To the greatest extent possible under applicable Law, Distributor will act as an independent contractor under this Agreement and will perform its obligations under this Agreement using its own employees, contractors or agents. Distributor will in its sole discretion, determine the manner and means of accomplishing those obligations and will direct, control and supervise its employees. Nothing in this Agreement creates agency, joint venture or other similar relationship between the Parties and neither Party will have any authority to act on behalf of the other Party except to the extent necessary to accomplish its obligations under this Agreement.
  2. Taxes. Except as otherwise provided herein, each Party shall pay all their respective federal, state and local income taxes, cultivation tax when required, social security taxes, federal and state unemployment insurance and similar taxes and all other assessments, taxes, contributions, late penalties or sums payable with respect to each Party as a result of or in connection with the activities, duties, and obligations contemplated herein.
  3. Confidentiality. The Parties recognize that in connection with the performance of this Agreement, the Parties may furnish and disclose to each other confidential and proprietary information including information relating to the Parties’ respective organization, personnel, business activities, intellectual property, formulations, recipes, trade secrets, brand information, revenues, technology, partner and Buyer lists and any other non-public information (including the terms of this Agreement, collectively, the “Confidential Information”). Notwithstanding the foregoing, “Confidential Information” shall not include information that: (i) is or will be in the public domain (other than through the receiving Party’s breach of this Agreement); (ii) is required to be disclosed pursuant to the applicable Law or Governmental Person; (iii) was received by the receiving Party from a third party who is not, to receiving Party’s knowledge, subject to any legally binding obligation of confidentiality to the disclosing Party; (iv) is disclosed by the disclosing Party to a third party without restriction or (v) was known by the receiving Party prior to its disclosure hereunder or was developed by the receiving Party, or on the receiving Party’s behalf, independent of and without reference to the Confidential Information. Each Party shall maintain confidentiality of all such Confidential Information, and without obtaining the written consent of the other Party, it shall not disclose Confidential Information to any third parties, except that (a) the Confidential Information may be disclosed to the receiving Party’s Representatives who have a need to know such information and (b) the receiving Party may disclose certain Confidential Information if required by valid court order, judicial process or regulatory authority, validly-issued subpoena, or other legal compulsion; provided, that the receiving Party agrees to use its commercially reasonable efforts to preserve the confidentiality of the Confidential Information, including, without limitation, by obtaining reliable assurance that confidential treatment will be accorded the Confidential Information by such tribunal; provided, further, that the receiving Party shall promptly (unless restricted by court order from doing so) notify the disclosing Party of the nature, scope and contents of such disclosure. This Section shall survive the termination of this Agreement for any reason. Notwithstanding the foregoing, Distributor may issue press releases and public announcements relating to the subject matter of this Agreement. Subject to the foregoing, Buyer hereby grants to Distributor the limited right to use Buyer's name, trademarks, product logos, and related rights in connection with Distributor's marketing purposes (including, but not limited to use on Distributor’s website).
  4. Severability; Construction. Each provision of this Agreement will be interpreted in such manner as to be effective and valid under applicable Law, but if any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect under any applicable Law, such invalidity, illegality or unenforceability will not affect any other provision and the rest of this Agreement will be in full force and effect. Any uncertainty or ambiguity existing in this Agreement shall not be interpreted against any Party by reason of such Party having been responsible in any fashion for the drafting hereof. Accordingly, any rule of Law, statutory or decisional, that would require interpretation of any ambiguities in this Agreement against the Party that has drafted it shall be of no application and hereby is expressly waived to the fullest extent possible. The provisions of this Agreement shall be interpreted in a reasonable manner to effect the intentions of the Parties as expressed in this Agreement.
  5. Force Majeure. Distributor shall be excused for delays in performance or failure to perform any of its obligations hereunder if such delay or failure is caused by reason of labor disputes, strikes, fire, flood, accident, weather, civil disturbances, war, terrorism (including bio-terrorism), acts of God, pandemic, failure of sources of supply, governmental orders or restrictions and any other events outside of the reasonable control of Distributor (each, a “Force Majeure Event”). In the event of such occurrences, Distributor shall be excused from any delay in performance, and may, to the extent possible, provide distribution services from other distribution centers.
  6. No Acts in Violation of Law. No Party shall be required to take any action that such Party reasonably believes in their sole judgment and discretion conflicts with any applicable Law or violates any court, order or decree by a Governmental Person. Any attempted action by a Party under this Agreement in contravention of the immediately preceding sentence of this Section shall be null and void ab initio, and not binding on the Parties.
  7. Signatures; Counterparts. This Agreement may be executed in separate counterparts, any one of which need not contain signatures of more than one Party, but all of which taken together will constitute one and the same Agreement. Facsimile and/or electronic signatures shall have the same force and effect when affixed hereto as the original signatures.
  8. Assignment. Distributor may assign this Agreement, or any of its rights or duties hereunder, (a) in connection with the sale or other transfer of substantially all of its business or assets to a third party or (b) to an affiliate of Distributor. Subject to the foregoing, this Agreement will be binding upon and inure to the benefit of the Parties and their permitted successors and assigns.
  9. Waiver. The failure of either Party to enforce any provisions of this Agreement shall not be deemed as a waiver or limitation of that Party’s right to subsequently enforce and compel strict compliance with every provision of this Agreement.
  10. Notices. Any notice or other communication permitted or required by this Agreement must be in writing and delivered to Buyer via email to the email address associated with Buyer's listed account and such notices will be deemed received 24 hours after they are sent.
  11. Entire Agreement. This Agreement (which is deemed to include all appendices, exhibits and schedules attached hereto, as may be modified, amended or supplemented from time to time in accordance with the terms herein) constitutes the entire agreement of the Parties and supersedes all prior agreements, letters, and understandings, both written and oral, regarding the subject matter of this Agreement. Any notice or other communication to Distributor must be in writing and delivered through the Platform or by email at Henry@greatnorthoil.com and such notices shall be deemed received 72 hours after they are sent.
  12. Modification. Except as set forth herein, any amendment or modification to this Agreement must be in writing and signed by each Party.
  13. Headings. The headings in this Agreement are for reference only and shall not affect the interpretations of this Agreement.
  14. Change in Law. The Parties acknowledge that the Parties are engaged in a rapidly evolving business that is heavily regulated, and while the Parties believe that their current relationship is within the statutory and regulatory framework, regulatory authorities continue to promulgate rules and regulations in this area. In the event that the participation in or performance by either Party hereto of any term, covenant, condition or provision of this Agreement should be determined by a Governmental Person to be in violation of any statute, ordinance, or be otherwise deemed illegal, or there is a change in federal or state enforcement priorities or guidance that makes the operation of the Parties’ business impracticable, or, in the event that counsel to either Party confirms in writing that this Agreement, or any provision of it, is or will imminently be in violation of any statute or ordinance or is otherwise illegal, then the Parties shall use their commercially reasonable efforts, in good faith, to meet forthwith and attempt to negotiate an amendment to this Agreement to remove or negate the effect of the event.

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