1.  GRANT OF LICENSE AND PURCHASE OF SERVICES:  Subject to the terms and conditions of this Agreement, RRH grants Client and its Dispensaries, in consideration of the Fees therefor, during the Term (as set forth and referenced in the Quote Form) (as may be amended upon the mutual, written agreement of the parties hereto), a single, non-exclusive, non-assignable and non-transferable limited right and license (“License”) to use the Software for its intended purposes. Further, subject to the terms and conditions of this Agreement, Client hereby purchases on behalf of itself and its Dispensaries, in consideration of the Fees therefor, during the Term (as set forth and referenced in the Quote Form) (as may be amended upon the mutual, written agreement of the parties hereto), the Services. Unless otherwise expressly excluded in writing, all RRH websites and Software packages shall include integrated merchandising and advertising modules (the “Marketing Features”). These features are designed to assist Dispensaries in optimizing product discovery, increasing consumer engagement, and establishing new digital revenue streams. Client acknowledges and agrees that such Marketing Features are included by default and are considered a core component of the Services and Software. The Client may opt out of specific Marketing Features only upon mutual written agreement with RRH.
2. TERM:  This Agreement commences on the Effective Date and terminates on the date of expiration or termination of the Quote Form (the “Agreement Term”). Except as specifically provided herein, this Agreement and the Quote Form may not be terminated by Client during  the Term.  The Term and fees are set forth in the Quote Form. If no date of expiration is set forth in the Quote Form, then this Agreement shall terminate twelve months from the Effective Date. The initial Term of the Quote Form commences upon execution of the Quote Form and terminates twelve months from the date the Software is first capable of taking orders for dispensary products ((the “Initial Term”) and may renew as provided below (the “Renewal Term”) (the Initial Term and the Renewal Term, the “Term”).  RRH shall provide Client with notice of the date the Software is first capable of taking orders for dispensary products (the “Launch Date”).
3. RENEWAL TERM:  In the 60-day period prior to the end of any Term, Client has three options: (1) Client may notify RRH in writing of renewal of the Quote Form (at mutually agreed Fees and Term) and any changes to the Services purchased or Software licensed, (2) Client may elect to do nothing and let the Term automatically renew for the same Services purchased and Software licensed for a term equal to the duration of the prior Term, subject market rate adjustments as determined by RRH, or (3) Client may notify RRH in writing at anytime with at least 60-days’ notice for any reason of  election to allow the Quote Form to expire at the end of any Term. If Client fails to elect any of the three foregoing options, the Quote Form will automatically renew for a Term equal in duration to the prior Term for the same Services purchased and Software licensed as during the prior Term.
4. TERMINATION:  The termination and/or expiration of this Agreement automatically and immediately terminates Client’s and each Dispensary’s license to use the Software. However, RRH reserves the right to immediately suspend and/or terminate the right of Client and/or one or more Dispensaries to use the Software (because of failure to timely pay Fees or other breach hereunder) without being required to give the breaching party the thirty (30) day cure period and without affecting the rights of the other parties that are timely paying Fees and/or are not in breach.  All payment and other obligations of Client and RRH set forth herein shall survive the expiration or earlier termination of this Agreement.  This Agreement may be terminated during the Agreement Term only if one of the following occurs: (a) the other party is in material breach of this Agreement and such party fails to cure such material breach within thirty (30) days from receipt of written notice thereof; or (b) immediately upon notice that the other party has undergone dissolution or ceased its business operations for any reason, where such party shall not continue its business affairs; or (c) the insolvency of the other party, if such insolvency is not cured within thirty (30) days from receipt of written notice thereof from the party herein seeking termination of the Agreement. Upon termination notice the Client will receive an invoice for the remaining balance due under the Agreement and Quote Form. Payment must be received within  ten days of the date of the invoice or the Service and the Software will be suspended. Termination notices to RRH shall be in writing and sent to billing@rankreallyhigh.com with the RRH Account Manager copied. A Client termination notice will initiate the offboarding process which includes a request to complete a termination form and exit interview. Following termination, RRH will securely store the Client’s website for a period of twelve (12) months. If the Client chooses to return and reactivate their services within this 12-month period, RRH will relaunch the website at no additional charge.
5. FEES, PAYMENT AND BILLING:
   1. (a) RRH agrees to provide Client and its Dispensaries with the Services and/or the Software in exchange for Client’s payment in US Dollars of the fees (“Fees”) for the Term set forth in the Quote Form plus all applicable taxes.  The Fees represent amounts due and payable to RRH by Client and each of its Dispensaries listed in Quote Form.  The License is subject to payment of the Fees in advance, and as such, the License may be suspended at RRH’s sole discretion (regardless of whether such action constitutes a breach of this Agreement as set forth below) until any overdue Fees have been received.  The Fees may increase up to five percent (5%) per year from the fee during the prior Term.
   2. (b) Client agrees that the Service Provider reserves the right to report relevant financial data stemming from this Agreement to third parties, including but not limited to credit bureaus and credit agencies.
   3. (c) Client shall make all payments for the Fees via monthly Automated Clearing House (“ACH”) payment or automatic charge to a credit card (standard credit card processing fees may apply) on file with RRH.  The first installment of the onboarding fee (“Onboarding Fee”) will be billed on or about the Effective Date. Work under this Agreement will not commence until RRH has received the initial payment of the Onboarding Fee. If the Onboarding Fee is not received within ten (10) business days of the Effective Date, RRH reserves the right to delay the provision of Services and Client acknowledges that such delay will impact the Launch Date and RRH shall have no liability for such delay. Fees for monthly recurring Services, such as the website package fees or add-on product fees, are billed on the first (1st) or fifteenth (15th) of each month and will begin when the website or add-on product is publicly accessible as determined and communicated by RRH to the Client. RRH reserves the right to immediately suspend the provision of any and all Services or Software due to non-payment of amounts owed by Client.
   4. (d) Fees not paid timely shall incur a late charge equal to the lesser of 1.5% of the outstanding balance per month or the highest amount not deemed usurious by applicable law.  If RRH is required to engage in any proceedings, legal or otherwise (including any arbitration proceeding), to enforce its rights under this Agreement, RRH shall be entitled to recover from Client, in addition to any other such sums due, its reasonable attorney’s fees, costs and necessary disbursements involved in said proceedings.
   5. (e) Advertising Revenue Share Withholding: In cases where Client participates in any advertising or monetization program facilitated by RRH that yields shared revenue, RRH may withhold or offset any amounts payable to Client from such programs in the event of delinquent payment, breach, or unresolved fees due under this Agreement.
6. CLIENT SUPPORT:  Client and its Dispensaries may obtain a commercially reasonable amount of on-line and phone-based Software  and Services support (as solely determined by RRH) during normal business hours.  Monthly support over a commercially reasonable amount may be quoted as Professional Services for subsequent months. Normal business hours are M-F 10am EST to 6pm ET. Urgent support requests can be submitted via our online support form or support@rankreallyhigh.com.
7. SOFTWARE RIGHTS:  RRH has the exclusive right to license and manage the Software and its intellectual property rights , including but not limited to all customizations (including without limitation any customizations created pursuant to any special request or Statement of Work requested and or submitted by Client or a dispensary and agreed by RRH), graphics, layout, videos, animation, optimization, SEM, SEO, mobile, social, chat, POS, CRM, email, reports, tracking, keywords, reports, tools, integrations, concepts, copyrights, design features, trade dress and valuable trade secrets embodied therein, as well as the design and coding methodology related thereto, including but not limited to, the data abstraction layer, business logic and source code.  The Software and design features used by RRH in providing the Software are protected by United States copyright laws and international treaty provisions. This Agreement provides Client with only a limited-use license, and no ownership of any of the Software or its proprietary programming, intellectual property, features, source code and/or development methodologies.  The Software and any customizations to Software created pursuant to any special request or Statement of Work DO NOT constitute “work made for hire” under applicable copyright laws, even if Client requests and receives customized changes to the Software for the sole benefit of Client.  RRH represents and warrants that the Software was developed at its private expense (excluding any licensed third-party software) and no part of the same is in the public domain. RRH may with sixty (60) days prior written notice sunset any feature or functionality of the Software; provided no such notice is required if RRH is prevented from providing the feature or functionality as a result of any regulation or law or act or omission of a third party vendor.
8. RESTRICTIONS AND LIMITATIONS:  Client and its Dispensaries shall not, directly or indirectly: (i) modify or translate the Software and/or its related source code, intellectual property, development methodologies and design features comprising the Software; (ii) reverse engineer, de-compile, or disassemble the Software; (iii) export or use the Software data compilations, structures, or algorithms with another product; (iv) remove or obscure any proprietary rights notices or labels on the Software; (v) charge a fee or royalty for distribution, transmission, or use of the Software; or (vi) license, re-license, sub-license, resell, make available or use any portion of the Software for any reason at any business entity, subsidiary, facility, third party or other venture except at the single location for Client and each Dispensary.
9. SOFTWARE HOSTING:  During the Term, the Software (excluding any licensed third-party software) will be hosted by a means that RRH deems suitable at its sole discretion.  The hosting will be retained to provide 24/7 colocation hosting services, bandwidth, connectivity, asset management, and power (collectively “Hosting Services”) for the Software.  The Hosting Services’ inability to provide connectivity for any reason, including, but not limited to, denial of service, acts of God, terrorism, war, weather, third party insolvency and/or other acts of force majeure shall not be considered a breach of this Agreement.
10. DATA: 
    1. (a) Client exclusively owns the specific consumer lead and order stream data generated by a form, email, text or tracking phone call that is sent to Client and its Dispensaries (the “Client Data”) that are not part of the public domain or owned by RRH and/or a third party provider of data or content to RRH.  RRH exclusively owns all statistical, tracking, analysis, trending, competitive, financial and operational data generated and/or derived from the Software including anonymous statistical compilations of Client Data (the “RRH Data”).  Client grants to RRH a limited license to utilize the Client Data for purposes set forth above and as necessary to provide the Software and Services to Client.  RRH is not authorized to sell any such Client Data, excluding anonymous statistical compilations, to a third party without the prior written consent of the Client.  Client agrees that RRH may transfer or disclose Client Data to third party service providers engaged by RRH in connection with the provision of the Software and Services and to those Client directs RRH to so transfer or disclose the Client Data.
    2. (b) RRH reserves the right, without any further notice or consent, provided no confidential or proprietary Client Data is included, revealed, or disclosed, to use any and all results of the work resulting from this Agreement for new business development, and to incorporate its proprietary programming, intellectual property, source code and/or development methodologies used in the development of such items into other RRH products or services, for any reason.  Furthermore, RRH shall have the right during the Agreement Term, without any further consent from Client, to refer to Client and any of its Dispensaries in private or public as RRH customers; however, RRH agrees not to identify Client or any Dispensary in any advertising placed in any medium without prior approval from Client.
    3. Client and its Dispensaries assume sole responsibility and liability for content displayed publicly or privately on the Software and Services, including, but not limited to, text, images, multimedia, third-party data feeds or integrations, and any other elements added or modified by the Client or its Dispensaries or at the direction of the Client to RRH’s support team or any other third party, (collectively “Content”).
11. PLATFORM ACCESSIBILITY: RRH endeavors to provide a WordPress-based website platform that supports accessibility features in accordance with widely recognized standards (e.g., WCAG 2.1). However, RRH does not guarantee that the website, as implemented, will fully comply with any specific accessibility laws or regulations, including but not limited to the Americans with Disabilities Act (ADA). While RRH provides a platform capable of achieving accessibility compliance, the Client acknowledges that any Content is solely the Client’s responsibility. The Client is responsible for ensuring that such Content complies with applicable accessibility laws and standards.
12. NO TRADEMARK INFRINGEMENT:  Client grants RRH a license to use Client’s brand names, Dispensary names, product names and any of its trademarks, service marks, videos, images, Content, domain names, logos and/or trade names of Client and its Dispensaries, including those of their products or services sold, while RRH performs any activities on behalf of Client or any Dispensary.
13. REMEDIES:  Except as otherwise limited herein, no right or remedy in this Agreement is exclusive of any other provided herein or permitted in law or equity, but each shall be cumulative and in addition to every other remedy.  If a party is in default under this Agreement, the other party has the right, in its sole discretion, to exercise any one or more of its available remedies, including the imposition of injunctive relief, to protect its interests.  If any litigation is commenced between the parties to this Agreement related to, either directly or indirectly, the performance under this Agreement or the rights of either party in relation to this Agreement, the party prevailing in such litigation will be entitled, in addition to any other relief granted, to a reasonable sum for attorneys’ fees and related costs.
14. DISCLAIMER OF WARRANTIES:  RRH PROVIDES THE SOFTWARE AND SERVICES DESCRIBED IN THIS AGREEMENT, INCLUDING ANY THIRD PARTY PROVIDER OF DATA OR CONTENT USED BY THE SOFTWARE, ON AN “AS-IS” BASIS.  EXCEPT AS SET FORTH IN THIS AGREEMENT, RRH MAKES NO WARRANTY OF ANY KIND, EXPRESS OR IMPLIED. RRH SPECIFICALLY DISCLAIMS THE IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE. TO THE EXTENT THAT ANY WARRANTY STATEMENTS CONTAINED HEREIN ARE INCONSISTENT WITH THE LOCALITY WHERE CLIENT USES THE SOFTWARE, THE WARRANTIES SHALL BE DEEMED TO BE MODIFIED CONSISTENT WITH SUCH LOCAL LAW.
15. LIMITATION ON LIABILITY: EXCEPT FOR A PARTY’S INDEMNIFICATION OBLIGATIONS AND CLIENT’S BREACH OF THE RESTRICTIONS ON USE OF THE SOFTWARE, IN NO EVENT AND UNDER NO LEGAL THEORY, INCLUDING WITHOUT LIMITATION, TORT, CONTRACT, OR STRICT PRODUCTS LIABILITY, SHALL CLIENT, AN AFFILIATED DISPENSARY OR RRH BE LIABLE TO EACH OTHER OR TO ANY THIRD PARTY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING WITHOUT LIMITATION, DAMAGES FOR LOSS OF GOODWILL, LOSS OF DATA OR REVENUE, COMPUTER MALFUNCTION, ORDER DELIVERY ERRORS, DOWNTIME, CLICK FRAUD, OR ANY OTHER KIND OF COMMERCIAL DAMAGE, EVEN IF THE OTHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.  EXCEPT FOR A PARTY’S INDEMNIFICATION OBLIGATIONS AND CLIENT’S BREACH OF THE RESTRICTIONS ON USE OF THE SOFTWARE, NEITHER PARTY’S TOTAL LIABILITY UNDER THIS AGREEMENT AND ANY ORDER FORM, UNDER ANY THEORY OF RECOVERY, SHALL IN ANY EVENT EXCEED THE AMOUNTS PAID OR PAYABLE BY CLIENT TO RRH UNDER THIS AGREEMENT IN THE TWELVE MONTHS PRECEDING THE CLAIM ARISING UNDER THIS AGREEMENT.
16. INDEMNIFICATION:
    1. (a) RRH SHALL DEFEND THE CLIENT AND ITS DISPENSARIES, OFFICERS AND EMPLOYEES FROM AND AGAINST ANY AND ALL THIRD PARTY CLAIMS, SUITS, FINES, CAUSES, ACTIONS(COLLECTIVELY, “CLAIMS”) OF ANY KIND ARISING OUT OF OR FROM, EITHER DIRECTLY OR INDIRECTLY, ANY CLAIM THAT THE SOFTWARE OR SERVICES INFRINGE THE COPYRIGHT, TRADEMARK, OR PATENT OR MISAPPROPRIATE THE TRADE SECRET RIGHTS OF A THIRD PARTY AND SHALL INDEMNIFY AND HOLD CLIENT HARMLESS FROM ANY LIABILITIES, DAMAGES, EXPENSES, AND LEGAL FEES AWARDED BY A COURT OF COMPENTENT JURISDICTION OR AGREED IN SETTLEMENT BY RRH.
    2. (b) CLIENT SHALL DEFEND RRH AND ITS AFFILIATES, OFFICERS, AND EMPLOYEES, FROM AND AGAINST ANY AND ALL THIRD PARTY CLAIMS OF ANY KIND ARISING OUT OF OR FROM, EITHER DIRECTLY OR INDIRECTLY, ANY CLAIM THAT THE CLIENT DATA, CONTENT OR MARKS INFRINGE THE COPYRIGHT, TRADEMARK, OR PATENT OR MISAPPROPRIATE THE TRADE SECRET RIGHTS OF A THIRD PARTY OR CLAIMS ARISING FROM THE CLIENT WEBSITE AND SHALL INDEMNIFY AND HOLD RRH HARMLESS FROM ANY LIABILITIES, DAMAGES, EXPENSES, AND LEGAL FEES INCURRED IN CONNECTION THEREWITH. FURTHER, CLIENT SHALL DEFEND, INDEMNIFY AND HOLD RRH HARMLESS FROM AND AGAINST ANY BREACH OF THIS AGREEMENT BY ANY CLIENT DISPENSARIES.
    3. (c)   In the event of any Claim, indemnified party will give prompt notice of any such Claim to indemnifying party; provided that the failure to provide such notice will not relieve indemnifying party of its obligations unless such failure prejudices indemnifying party’s ability to defend the Claim. Indemnified party will cooperate in all reasonable respects, at indemnifying party’s cost and request, in the investigation, trial and defense of such Claim and any related appeals.
17. NON-CIRCUMVENTION: Client acknowledges and agrees that RRH may retain the services of one or more independent contractors (“Contractors”)  and RRH employees in the performance of the Services.  Client agrees and covenants that it will not, directly or indirectly, (i) interfere with, circumvent or attempt to circumvent, avoid, by-pass or obviate RRH or RRH’s interest which results in a change, increase or avoidance, directly or indirectly, of payments of established or to be established fees, commissions, or continuance of pre-established relationships of RRH with respect to any Contractors or employees, or (ii) intervene or initiate any transactional relationship that by-passes RRH with respect to any Contractors, RRH employees or other third party revealed, disclosed or introduced by RRH to Client in connection with any on-going or future Services, or (iii) during the term of this Agreement and for a period of one (1) year following the termination hereof, employ or engage any Contractor or RRH employee as an employee, consultant or contractor, provided, however, that RRH may, in its sole discretion, agree to waive such restriction on direct retention by the Client provided the Client agrees to pay RRH a referral fee equal to twenty (20%) percent of: (1) the value of any and all engagements by the Client of the Contractor or RRH employee as a consultant, and/or (2) with respect to an employment of the Contractor or RRH employee, the greater of:  (a) the average annualized value of the compensation package (including, but not limited to, fees, salary, bonuses and fair value of any equity) to be paid to a Contractor or RRH employee by the Client over the course of a stated employment term or (b) the total compensation (including, but not limited to, fees, salary, bonuses and fair value of any equity) to be paid by the Client to the Contractor or the RRH employee during the first twelve (12) months of such employment as an employee.
18. INDEPENDENT CONTRACTOR STATUS:  Nothing herein contained shall be deemed to create an agency, joint venture, partnership or franchise relationship between the parties hereto. RRH acknowledges that it is an independent contractor, is not an agent or employee of Client, is not entitled to any Client employment rights or benefits and is not authorized to act on behalf of Client. RRH shall be solely responsible for any and all of its tax obligations, including, but not limited to, all city, state and federal income taxes, social security tax and other self-employment taxes incurred by RRH, and Client shall not be responsible for withholding any such taxes from RRH’s consulting services fee.  In addition, RRH shall not be entitled to any employee benefits, including, without limitation, retirement, profit sharing, or medical insurance.  Client shall not dictate the work hours of RRH during the Agreement Term .  RRH shall perform the Services on a non-exclusive basis and shall be free to accept other engagements during the Agreement Term.  Client agrees that RRH may engage in other business activities for third parties, including competitors of Client, provided that such activities do not breach any of its obligations set forth in this Agreement. The parties hereby acknowledge and agree that Client shall have no right to control the manner, means, or method by which RRH performs the Services.
19. MASSACHUSETTS LAWS TO APPLY:  This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts without giving effect to any conflict of laws principles.
20. MISCELLANEOUS:
    1. 1. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, and all of which together shall be deemed to be one and the same instrument.
       2. Headings.  All headings in this Agreement are for convenience only and shall not affect the meaning of any provision hereof.
       3. Binding Effect.  This Agreement shall inure to the benefit of and be binding upon the parties and their respective lawful successors, permitted assigns, heirs, and personal representatives.
       4. Assignment. RRH may delegate certain duties and obligations to employees and/or subcontractors without the written consent of Client, but shall remain primarily responsible for the Services.  Upon written notice to the other party, each party may assign this Agreement in connection with the merger, consolidation, or sale of all or substantially all of its business or assets.
       5. Notices.  All notices, requests, demands and other communications required or permitted to be given pursuant to this Agreement shall be given by email with written confirmation of receipt. Notices to RRH shall be sent to notices@rankreallyhigh.com; and notices to Client shall be sent to the email address set forth in the Quote Form.
       6. Waiver.  Any waiver of any rights or failure to act in a specific instance shall relate only to such instance and shall not be construed as an agreement to waive any rights or fail to act in any other instance, whether or not similar.
       7. Severability.  In the event that any provision of this Agreement shall, for any reason, be held to be invalid or unenforceable in any respect, such invalidity or unenforceability shall not affect any other provision hereof, and this Agreement shall be construed as if such invalid or unenforceable provision had not been included herein; provided, however, the language used in this Agreement shall be deemed to be the language chosen by the parties to express their mutual intent, and no rule of strict construction shall be applied against either party.  If any provision hereof shall, for any reason, be held by a court to be excessively broad as to duration, scope, activity, or subject matter, it shall be construed by limiting and reducing it to make it enforceable to the extent compatible with applicable law as then in effect.
       8. Force Majeure.  If performance of this Agreement is prevented, restricted or interfered with by reason of any circumstances beyond the reasonable control and not involving any fault or negligence of the party affected, including, but not limited to, acts of God, wars, acts of terrorism, pandemic, revolution, civil commotion, acts of public enemy, embargo, acts of government in its sovereign capacity, or strike or labor difficulties, then upon giving prompt notice to the other party, the party affected shall be excused from such performance on a day-to-day basis during the continuance of such prevention, restriction, or interference (and the other party shall likewise be excused from performance of its obligations on a day-to-day basis during the same period), provided, however, that the party so affected shall use its best efforts to avoid or remove such causes of nonperformance and both parties shall proceed immediately with the performance of their obligations under this Agreement whenever such causes are removed or cease.  If force majeure conditions continue for more than thirty (30) days, then the affected party may terminate this Agreement.
       9. Binding Arbitration.  Any dispute, claim or controversy arising out of or relating to this Agreement or the breach, termination, enforcement, interpretation or validity thereof, including the determination of the scope or applicability of this Agreement to arbitrate, shall be determined by arbitration in Boston, MA before one arbitrator.  The arbitration shall be administered by JAMS pursuant to its Comprehensive Arbitration Rules and Procedures and in accordance with the Expedited Procedures in those Rules.  Judgment on the award may be entered in any court having jurisdiction.  This clause shall not preclude parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction.  EACH OF THE PARTIES HERETO KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES ANY RIGHTS IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT.  THIS PROVISION IS A MATERIAL INDUCEMENT FOR THE PARTIES HERETO TO ENTER INTO THIS AGREEMENT.
       10. Entire Agreement.  This Agreement, the Quote Form and any Statement of Work attached hereto constitute the entire agreement between the parties with respect to the subject matter hereof and supersedes any and all prior or contemporaneous oral and prior written agreements and understandings, intentions and agreements among the parties regarding the transactions contemplated herein. In the event of any conflict between this Agreement, the Quote Form and any Statement of Work, the following order of precedence shall apply, first the Quote Form, then any Statement of Work, and then the Agreement.
       11. Survival. Sections 5, 7, 8, 10, and 12 through 20 shall survive termination or expiration of this Agreement.

Last modified:  Aug 18, 2025.