Retail Media Network Revenue Sharing Addendum

Last Updated: 07/31/2024

This Retail Media Network Revenue Sharing Addendum supplements the Merchant Agreement between you and Dutchie and provides you with an opportunity to participate in revenue sharing related to Dutchie’s eCommerce Retail Media Network. By executing an Order Form referencing this Addendum, you and Dutchie are agreeing to the terms of this Addendum. Capitalized terms used in this Addendum but not defined herein will have the meaning provided in the Merchant Agreement.

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1. Revenue Sharing.

1.1 Subject to the terms of this Addendum and the Merchant Agreement, and beginning on the date of your acceptance of this Addendum, Dutchie will provide you with a Revenue Share based on the Net Sponsored Placement Revenue collected from Brands by us and generated from the number of valid clicks on Sponsored Placements.

1.2 The calculation of Net Sponsored Placement Revenue will be based on Customers’ clicks on Sponsored Placements on your website. You must not, and must not authorize any third party to, engage in any invalid activity in connection with your Sponsored Placements. Invalid activity is determined by us in our reasonable discretion, and includes, but is not limited to: (a) spam, invalid queries or invalid clicks on Sponsored Placements generated by any person, bot, automated program or similar device; (b) clicks on Sponsored Placements generated as a result of payment or false representation; and (c) any other activity that results in the generation of false clicks or conversions.

1.3 The Revenue Share will be provided to you within 30 days following the end of each calendar quarter, and at our discretion may be implemented as an invoice credit against Fees due to us, or as a direct payment to you.

1.4 We may offset and deduct any past-due Fees owed by you under the Merchant Agreement from any Revenue Share payable to you. In the event we exercise this right, we will provide you with written notice identifying the amount of the offset and the corresponding past-due Fees. If the Revenue Share for a given payment period exceeds the past-due Fees, we will pay the remaining balance to you in accordance with this Addendum. This right of offset is in addition to, and not in lieu of, any other rights and remedies available to Dutchie under the Merchant Agreement, at law, or in equity.

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2. Measurement and Performance Reporting.

In connection with your participation in the Retail Media Network, you authorize us to provide Brands with certain Merchant Data related to Sponsored Placements in order to provide Brands with measurement and performance reporting relating to the Sponsored Placements. Pursuant to our agreement with the Brands, Merchant Data that we provide may only be used in accordance with defined purpose limitations and is subject to confidentiality obligations.

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3. Limited Effect.

Except as expressly provided in this Addendum, all of the terms and conditions of the Merchant Agreement remain in full force and effect. In the event of a conflict between the Merchant Agreement and this Addendum, this Addendum will control.

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4. Definitions.

Brand means a cannabis brand within your existing product inventory that shows Sponsored Placements.

Net Sponsored Placement Revenue means amounts actually received by us from Brands attributable to Sponsored Placements during the relevant calendar month, which will be calculated by us in the following manner: (a) all of the Sponsored Placement Revenue received by us from Brands attributable to Sponsored Placements; less (b) direct operating costs required to deliver the Sponsored Placements, and applicable taxes, each in the amounts incurred by us.

Revenue Share Percentage means the revenue share percentage used to calculate Revenue Share, as identified in your Order Form.

Revenue Share means the revenue share payable to you, which is calculated as the Revenue Share Percentage multiplied by the Net Sponsored Placement Revenue for the relevant calendar month.

Sponsored Placements means a product that exists within your inventory which has been moved to a premium position within your instance(s) of the Dutchie eCommerce Service in connection with the Retail Media Network.