1. The Program.

Under the Program, Retailers can purchase goods (“Merchandise”) from Vendors and obtain the ability to pay for that Merchandise on terms that may be provided to you in your account on the Site or otherwise in writing (the “Payment Terms”). Payment Terms may be provided for the purchase of Merchandise after Retailer has accepted or retained the Merchandise as described below (each, an “Approved Transaction”).

2. Program Requirements.

For all Approved Transactions, the total invoice amount of the Merchandise together with any charges, fees or other amounts that may be applicable or owed to LeafLink Payments (including its Assignees), including but not limited to extension fees and factor fees (the “Obligations”) shall be due and payable to LeafLink Payments (including its Assignees) in accordance with the Payment Terms (such time or day, the “Due Date”). All of the Obligations will be disclosed to you on the Site or otherwise in writing prior to your acceptance of the related Payment Terms.

3. Delivery and Invoices.

The time of shipment or delivery of the Merchandise shall be indicated on the Site or established based on the records of Vendor absent manifest error. Each Vendor will deliver to Retailer an invoice for each Approved Transaction (subject to adjustment as set forth below, each an “Invoice”). Each Invoice delivered by a Vendor to Retailer is expected to be a representation and warranty from Vendor to Retailer that the Merchandise covered thereby are in saleable form and adheres to all applicable local requirements. On the later of the Ship date or Delivery date as indicated on the Site, or upon confirmation of delivery based on the records of Vendor, or on such other day as might be mutually agreed upon by Retailer and Servicer in writing, LeafLink Payments will consider the Merchandise as delivered. In certain cases, you may be required to confirm acceptance of Merchandise on our Site. You will also have the right to reject Merchandise covered by an Invoice and received by you if you notify the corresponding Vendor in accordance with applicable local requirements, and if no such local requirements exist you shall provide notice of any rejection within 1 business day. Notwithstanding the foregoing, a purchase transaction originated at a time when an Event of Default (as defined below) exists under this Agreement shall be deemed not to be an Approved Transaction, unless the Servicer otherwise notifies you of its acceptance of such transaction.

4. Payments.

Each payment made by you for any Merchandise subject to the Payment Terms offered in the Program, or any extensions or modifications thereof, shall indicate the specific Invoice or Invoices being paid, and you acknowledge and agree that you shall not make any payment directly to any Vendor. All payments for Merchandise under the Program shall be made directly to the Servicer on behalf of LeafLink Payments and its Assignee(s), and any payments made direct to a Vendor, instead of to the Servicer, for Merchandise that is subject to the Payment Terms shall not be credited towards payment of any of your Obligations.

5. Direct Debit.

For all Approved Transactions and any amounts owed by Retailer to the Assignee, Retailer hereby irrevocably authorizes the Servicer and its assignees to automatically debit the amount of Obligations from the bank account designated by Retailer for payment (the “Designated Bank Account”), including via ACH transfer, on the Due Date. With consent of the Retailer, the Servicer or its assignees may debit the amount of Obligations prior to the Due Date. Retailer agrees to update its account on the Site with the current bank account information for the Designated Bank Account at all times. Retailer agrees that it shall maintain a sufficient balance in the Designated Bank Account to cover all Obligations. Retailer agrees that it will, from time to time, execute such reasonable and customary documents as may be necessary to enable the Servicer and any assignee to directly debit the Obligations from Retailer’s Designated Bank Account. Retailer agrees to provide LeafLink Payments, the Servicer and any assignee of Vendor with written notice of any change in the above information for Retailer’s Designated Bank Account immediately upon any such change.

6. Events of Default.

You acknowledge that each of the following shall constitute an event of default (each an “Event of Default”) under this Agreement: (a) Retailer fails to make any payment when due, or Retailer fails to maintain a sufficient balance in the Designated Bank Account to satisfy the Obligations as they become due; (b) Retailer fails to comply with or to perform any obligation, covenant or condition in this Agreement and such failure continues for a period of 10 calendar days or more; (c) any statement provided to LeafLink Payments, the Servicer, or the applicable Vendor under this Agreement is false or misleading; or (d) the dissolution or winding down of Retailer, insolvency of Retailer, the appointment of a receiver for any part of Retailer’s property, any assignment for the benefit of creditors, any type of creditor workout, or the commencement of any proceeding under any bankruptcy or insolvency laws by or against Retailer. Retailer authorizes LeafLink Payments, the Servicer or its assigns to file at any time and from time to time such financing statements with respect to the Obligations naming Retailer as Retailer/debtor and LeafLink Payments, the Servicer or its assigns as secured party, as may be required. If an Event of Default occurs and is continuing, you agree that the Servicer is authorized, to the fullest extent permitted by Law, to set off and apply any and all sums held by the Servicer (including, without limitation, any amounts to be paid or funded to you or any of your parent, affiliate or subsidiary entities whether or not yet distributed or funded) against any or all of the Obligations, irrespective of whether or not any demand or notice under this Agreement has occurred. The rights of the Assignee and the Servicer under this section are in addition to any other rights and remedies (including other rights of set off or net settlement) that the Servicer may have against you or any of your parent, affiliate or subsidiary entities.

7. Certain Fees.

In the event any Event of Default occurs, then, commencing on the 15th calendar day following the date of such Event of Default, all unpaid Obligations shall accrue interest at the lower of: (i) 15% per annum or (ii) the maximum contractable rate of interest permitted by Applicable Laws. Additionally, if the Obligations are not paid in full within 15 calendar days of the Due Date, Retailer will be charged a late fee of 5% of all unpaid Obligations in addition to the amount owed. Retailer acknowledges that the late charges payable pursuant to this provision represents a fair and reasonable estimate of the additional expenses the Assignee and/or the Servicer will incur by reason of such late payment and such late charge is not intended to be treated as a penalty. Payments by Retailer shall be first credited to any late fees due, then to any accrued unpaid interest, then to any unpaid collection charges, then to any factor fee owed by the Retailer, if applicable, and any remainder will be credited to the Invoice amount.

8. Assignment.

Subcontractors. Retailer agrees that this Agreement is assignable by LeafLink Payments (including, without limitation, to Fusion LLF II, LLC), the Servicer, and/or their assignees without prior consent of Retailer. Retailer expressly consents to the assignment of the rights and Obligations arising under this Agreement to one or more payment parties selected by LeafLink Payments, the Servicer or their assignees (each an “Assignee”). Upon any such assignment, LeafLink Payments or its Assignee(s) shall notify Retailer of the assignment, and, thereafter, Assignee(s) shall have all of the rights of LeafLink Payments with respect to collection of the Obligations under this Agreement. It is agreed that the books and records of the Servicer or, upon assignment of rights under this Agreement, the Assignee, shall control in the event of any question or dispute as to whether a transaction is an Approved Transaction or an Obligation have been assigned. This Agreement may not be assigned by Retailer.

The Servicer may perform any or all of its duties hereunder, and exercise any or all of its rights hereunder, through one or more subcontractors or third-party service providers. Retailer acknowledges and agrees that all references to the “Servicer” herein shall include any subcontractor acting on behalf of the Servicer in the performance of its duties or the exercise of its rights hereunder.  Any such subcontractor or third-party service provider shall be a third-party beneficiary of Servicer’s rights and remedies hereunder.

9. Records of Accounts.

You are responsible for maintaining accurate records of all Approved Transactions and all Invoices and related payments. Those records shall be made available to LeafLink Payments and the Servicer upon reasonable request.

10. Acceleration.

Upon the occurrence of an Event of Default under this Agreement, the Servicer may immediately, at its option, declare all outstanding Obligations to be immediately due and payable. the Servicer may avail itself of any and all rights and remedies available to it at law or at equity. the Servicer’s remedies are cumulative and shall be in addition to all other remedies available at law or in equity.

11. Collection Costs.

If collection action is initiated, or LeafLink Payments, the Servicer or Assignee takes other action to enforce its rights under this Agreement, Retailer shall be responsible for all costs and expenses associated with such collection or enforcement, including, without limitation, attorneys’ fees and expenses, whether or not there is a lawsuit, expenses incurred by LeafLink Payments or the Servicer in any bankruptcy or receivership proceedings (including efforts to modify or vacate any automatic stay or injunction), and appeals. If not prohibited by Governing Law (or such other Applicable Law as may apply), Retailer also will pay court costs, in addition to all other sums provided by law.

12. Approval at LeafLink’s Discretion.

You understand that the Servicer, acting on behalf of LeafLink Payments and its Assignee(s), has complete discretion as to whether a Retailer is approved for the Program. The Servicer may, at its option, establish a maximum credit limit applicable to any Retailer. The Servicer may adjust the applicable credit limit at any time, for any reason, at its sole discretion. Once approved for the Program, it will be the Retailer’s responsibility to designate and credential its employee(s) who will be users of the Program. All actions taken by a Retailer’s employees are the responsibility of the Retailer.

13. Waiver; Commercial Purpose.

Retailer waives presentment for payment, notice of dishonor, protest and notice of protest. Retailer represents and warrants that this Agreement is solely for the purpose of carrying on a business or commercial enterprise, and not for personal, family or household purposes.

14. Compliance with Regulatory Requirements.

This Agreement is subject to the rules and regulations (including any such new, amended, or modified rules and regulations, the “Regulations”) promulgated by one or more cannabis regulatory agencies (the “Regulators”). Notwithstanding anything to the contrary in these Retailer Terms or the Terms and Conditions of Use or Master Subscription Agreement, as applicable, Retailer agrees that (a) this Agreement and the transactions contemplated hereby do not provide LeafLink Payments or the Servicer with any right to receive an ownership interest, control of the business, or any share of revenue or profits of, and otherwise does not provide LeafLink Payments or the Servicer control and/or undue influence, over Retailer and (b) neither LeafLink Payments nor the Servicer have a financial interest in, is a financier, passive investor, and/or a true party interest (or similar terms defined by the Regulations) of Retailer. In the event that this Agreement is found not to be compliant with any applicable Regulations, the parties hereto and their successors and assigns agree to reform this Agreement in order to obtain the approval of such Regulators or cause this Agreement to be compliant with such Regulations; provided, however, that relevant benefits to each of the parties be maintained to the extent permitted by such Regulations. Without limiting the foregoing, Retailer agrees that in the event payments to the Servicer in a calendar year exceed, or are expected to exceed, thresholds for a true party of interest under the Regulations, the Servicer may defer payments, including debits from the Designated Bank Account to the extent necessary to remain under such thresholds.

15. Representations and Warranties.

Retailer represents and warrants to LeafLink Payments and the Servicer:

(a) It shall notify LeafLink Payments, the Servicer, and any Assignee, within 24 hours of receiving any material adverse communication from a Governmental Authority that would have a material adverse effect on its ability to conduct its business in compliance with all requirements of Applicable Laws or the Regulations.

(b) It shall notify LeafLink Payments, the Servicer, and any Assignee, within 24 hours of receiving notice or any communication or indication from a bank or other financial institution that informs Retailer that its account(s) is/are being shut down or suspended for any reason and/or that informs Retailer about the loss or suspension of the Automated Clearing House Network privileges for any reason.

(c) It is in compliance with the priorities outlined in the Memorandum commonly referred to as the “Cole Memo”, dated August 29, 2013, as if such memorandum is in full force and effect as of the date of entering into this Agreement.

(d)That there are no delinquent taxes or other outstanding charges materially or adversely affecting the Merchandise or the Retailer.

(e) This Agreement is genuine and is the legal, valid, binding and enforceable obligation of the Retailer.

(f) The person agreeing to this Agreement on behalf of the Retailer has the legal capacity to enter into this Agreement and to execute and deliver this Agreement by click through or other electronic record, and this Agreement has been duly and properly executed.

(g) The Retailer is in compliance with any and all applicable “doing business” and licensing requirements under Applicable Laws, the Regulations, and of any applicable Regulator or Governmental Authority.

16. Definitions.

The following capitalized terms used in this Agreement shall have the following meanings:

(a) “Affiliate” means an entity that controls, is controlled by, or is under common control with the subject entity. “Control,” for purposes of this definition, means direct or indirect ownership or control of 50% or more of the voting interests of the subject entity.

(b) “Applicable Laws” means, collectively, each international, foreign, federal, state, provincial, territorial, municipal and local statute, treaty, rule, regulation, ordinance, code and administrative or judicial precedent or authority, including, without limitation, to the extent applicable, usury, truth in lending, consumer credit protection, equal credit opportunity, disclosure laws or all predatory, fair and abusive lending laws and other laws applicable to the origination and servicing of the Merchandise of a type similar to the Merchandise, and including the interpretation or administration thereof by any Governmental Authority charged with the enforcement, interpretation or administration thereof, and each applicable administrative order, directive, decree, policies, directed duty, license, authorization and permit of, and agreement with, any Governmental Authority, as the same have been or may in the future be amended from time to time; provided that the Controlled Substances Act (21 U.S.C. § 801 et seq.), and any rules or regulations promulgated thereunder as in effect from time to time, as it may apply to the Merchandise or the parties, is excluded.

(c) “Governmental Authority” means any federal, state, municipal, national, local or other governmental department, court, commission, board, bureau, agency, intermediary, carrier or instrumentality or political subdivision thereof, or any entity or officer exercising executive, legislative or judicial, regulatory or administrative functions of or pertaining to any government or any court, in each case, whether of the United States or a state, territory or possession thereof, a foreign sovereign entity or country or jurisdiction or the District of Columbia.

17. Governing Law.

This Agreement and all related documents and all matters arising out of or relating to this Agreement, whether sounding in contract, tort, or statute are governed by, and will be construed in accordance with, the laws of the State of New York, without giving effect to the conflict of laws provisions thereof to the extent such principles or rules would require or permit the application of the laws of any jurisdiction other than those of the State of New York. For the avoidance of doubt, the parties agree that federal laws and regulations relating to cannabis shall not apply.

18. Arbitration.

Any dispute, controversy, or claim arising out of or relating to this Agreement, including any determination of the scope or applicability of this Section, shall be finally settled by arbitration administered by the American Arbitration Association (“AAA”) in accordance with its Commercial Arbitration Rules and, if applicable, its Expedited Procedures, and judgment on the award rendered by the arbitral tribunal may be entered in any court having jurisdiction thereof. For the avoidance of doubt, the Parties agree that this agreement will be governed by the Federal Arbitration Act. The Parties shall share the costs of the arbitration equally; however, each Party shall be responsible for its own attorneys’ fees and other costs and expenses. The arbitration will be conducted in the English language, in the city of New York, New York, by a single arbitrator jointly selected by the parties in accordance with the AAA Rules. The arbitrator shall have the power to grant legal and equitable remedies, including awarding the prevailing party its attorneys’ fees and other costs of the arbitration, but they shall not grant punitive damages.  Except as may be required by law, neither a party nor an arbitrator may disclose the existence, content, or results of any arbitration hereunder without the prior written consent of both parties. The award shall be final and binding upon all parties as from the date rendered and shall be the sole and exclusive remedy between the parties regarding any claims, counterclaims, issues, or accounting presented to the arbitral tribunal. THE PARTIES ACKNOWLEDGE THAT THEY ARE IRREVOCABLY WAIVING THE RIGHT TO A TRIAL IN COURT, INCLUDING A TRIAL BY JURY AND THAT ALL RIGHTS AND REMEDIES WILL BE DETERMINED BY AN ARBITRATOR AND NOT BY A JUDGE OR JURY. Nothing in this Section shall prevent any Party from (i) seeking and obtaining injunctive relief, a restraining order, specific performance, or any other equitable relief through an action in court; (ii) joining any party as a defendant in any action brought by or against a third party; (iii) bringing an action in court to effect any attachment or garnishment; or (iv) bringing an action in court to compel arbitration as required by this Section; provided that, in no event shall any claim for injunctive or equitable relief be adjudicated in any United States Federal Court.

19. Other Provisions.

These Retailer Terms and the Terms and Conditions of Use or Master Subscription Agreement, as applicable are a complete statement of the agreement between you, LeafLink Payments, and the Servicer regarding the Program and supersedes any and all prior contracts and understandings regarding the Program.