Service-Specific Terms (Merchants)

Last Updated: August 20, 2026

These Service-Specific Terms form a part of the relevant agreement incorporating them and are intended to highlight some of the important things about using certain Services provided by Dutchie. If you have subscribed to, or otherwise access or use, any of the Services identified below, the corresponding terms apply to your use. Capitalized terms used but not defined in these Service-Specific Terms have the meanings given to them in the agreement incorporating these Service-Specific Terms (the "Incorporating Agreement"). These Service-Specific Terms are drafted to align with the defined terms in the Merchant Agreement. To the extent a capitalized term used in these Service-Specific Terms is not defined in the Incorporating Agreement, or the Incorporating Agreement uses a different term for a substantially similar concept, the definition set forth in the Merchant Agreement will apply for purposes of interpreting these Service-Specific Terms.

1. AI Features

1.1 Use of AI Features. You may submit Input to the AI Features and receive Output. You are responsible for all Input submitted by you and your Users (including the accuracy and completeness of product catalog data, inventory data, and configuration settings provided by you), and for your use of all Output that you approve, publish, or distribute. Due to the nature of AI Features, Output provided to you may be similar or identical to Output independently provided to other merchants or users of the Services. You will not, and will instruct your Users not to, intentionally provide Input that consists of sensitive or regulated information not otherwise processed by us in connection with the Services.

1.2 Customer-Facing AI Features. Certain AI Features interact directly with Customers, including Voice AI and Agentic Commerce. You acknowledge that Customer-facing AI Features generate and deliver Output to Customers in real time without pre-delivery review by you or your Users. You agree not to disable, circumvent, modify, or instruct your Users to disable, circumvent, or modify any Customer-facing disclosures provided in connection with the Customer-facing AI Features. You are responsible for monitoring the performance and quality of Output delivered through Customer-facing AI Features in your stores and on your menus, and for promptly notifying us of any material errors, inappropriate responses, or compliance concerns.

1.3 Human Review. For Output intended to be published, distributed, or relied upon, you agree to engage in human review of all such Output before publication, distribution, or reliance. You are solely responsible for evaluating whether any such Output is appropriate, accurate, and suitable for your intended use. Output should not be relied on as a sole source of truth or as a substitute for professional judgment.

1.4 Ownership. As between you and us, you retain all ownership rights in your Input, subject to the rights and licenses granted in the Agreement. We grant you a non-exclusive, worldwide, royalty-free license to use, reproduce, publish, and distribute Output generated in connection with your use of the AI Features for any purpose related to your business operations. Your license to Output does not preclude us or others from independently generating substantially similar output. Your edits, modifications, approvals, and rejections of Output will be considered Feedback and may be used by us to improve the quality, accuracy, and performance of the AI Features in accordance with Section 6.4 of the Agreement. System-generated technical data or model-produced representations (such as embeddings, vectorized data, or algorithmic weights) created internally by us or our third-party providers to support the operation of the AI Features are not Output and are not owned by you.

1.5 Use Restrictions. In addition to the restrictions set forth in the Agreement, you will not, and will not permit anyone else to (a) use the AI Features or any Output to develop, train, fine-tune, or improve any artificial intelligence or machine learning models, whether your own or those of a third party; (b) represent any Output as being wholly human-generated or as being approved, endorsed, verified, or warranted by us; (c) use the AI Features for automated decision-making that has legal or similarly significant effects on individuals without adequate human review and compliance with Applicable Law, except to the extent that compliance-support functionality is a designed feature of the applicable AI Feature (e.g. purchase limit verification); (d) develop models that compete with the AI Features using Output or data derived from the AI Features; or (e) use the AI Features in a manner intended to extract model weights, bypass security controls, reverse-engineer the underlying models, or engage in prompt injection or similar adversarial techniques.

1.6 Supplemental Disclaimer. AI Features are provided as informational and decision-support tools only. You understand and acknowledge that use of AI Features may result in output that is unexpected, unsuitable, incorrect, inaccurate, incomplete, offensive, or unlawful. We do not endorse or guarantee Output to be accurate, complete, current, or fit for any particular purpose. You should independently review and verify all Output. AI-generated product recommendations, including recommendations based on effects, terpenes, cannabinoid profiles, or Customer preferences, do not constitute medical advice, health guidance, diagnosis, treatment recommendations, or product endorsements by us. We do not represent or warrant that Output does not incorporate or reflect third-party content or materials or that Output will not infringe third-party Intellectual Property Rights. Output may not be protectable by Intellectual Property Rights.

1.7 Supplemental Indemnification. In addition to your indemnification obligations under the Agreement, you will indemnify, defend, and hold us harmless from and against any Claim made or brought against us, our Affiliates, or our service providers by a third party arising from or related to (a) your publication, distribution, or external use of Output, including any claims that your publication or use of Output infringes or misappropriates any Intellectual Property Rights or violates Applicable Law; or (b) your configuration of the AI Features, including house brand prioritization, product boosting rules, voice and tone configurations, greeting or closing scripts, and routing configurations. Notwithstanding our indemnification obligations under the Agreement, claims of Intellectual Property Rights infringement or misappropriation by Output are not included in the covered third-party Claims for indemnification by us under the Agreement, and you assume all risk associated with your use of Output.

1.8 Supplemental Limitation of Liability. Without limiting the limitation of liability provisions in the Agreement, we will have no liability arising out of or related to any Output or the operation of the underlying algorithms, models, or data used to generate Output (including, without limitation, product recommendations, sentiment analyses, upsell prompts, and any business decisions you make based on Output).

1.9 Third-Party Providers. We use third-party providers to make certain AI Features available to you. You agree that any Input you provide may be shared with such third-party providers to enable the functionality of the AI Features. We are responsible for maintaining contractual protections with our third-party providers that are consistent with the data protection and confidentiality obligations set forth in the Agreement. If our third-party providers require us to flow down additional terms to you that would materially alter your rights or obligations under the Agreement, we will provide you with reasonable advance notice.

1.10 Suspension and Remediation. We reserve the right to suspend, modify, or disable any AI Feature immediately and without prior notice if we reasonably determine that continued operation poses a material risk of harm, a material compliance risk, or a material security risk. We will restore the affected AI Feature as promptly as commercially practicable following remediation.

1.11 Customer Interaction Data. Customer Interaction Data is Merchant Data and is Processed by us on your behalf in accordance with the Agreement and our Privacy Policy. You are responsible for ensuring that your privacy policy discloses the collection and use of Customer Interaction Data through AI Features in a manner consistent with this Agreement, our Privacy Policy, and Applicable Law. Customer Interaction Data collected through one AI Feature may be used to personalize Output and improve the performance of other AI Features enabled on your account.

2. Voice AI

2.1 Call Recording and AI Disclosure. Calls handled by Voice AI are recorded and transcribed by us on your behalf for the purposes of enabling the AI-powered voice response, generating a transcript of the interaction, and improving service quality. We will provide an automated disclosure at the beginning of each call informing the Customer that they are speaking with an AI-powered system and that the call is being recorded. These disclosures are designed to satisfy the requirements of all-party consent jurisdictions under Applicable Law, and you agree not to disable, circumvent, or modify them. Call recordings and transcripts constitute Customer Interaction Data and will be retained and used in accordance with the Agreement and our Privacy Policy.

2.2 Product Recommendations. Voice AI may include product recommendations based on your available product catalog data and Customer Interaction Data. You acknowledge that: (a) all recommendations are informational only and do not constitute medical advice, health guidance, or product endorsements by us; and (b) the quality and relevance of recommendations depend on the accuracy and completeness of your data.

2.3 Reservations. Voice AI may facilitate product reservations on your behalf based on Customer requests during a call. Reservations placed through Voice AI are subject to your standard order confirmation and fulfillment processes. You are responsible for reviewing, confirming, and fulfilling all reservations placed through Voice AI, including verifying reservation accuracy and compliance with Applicable Law.

2.4 Fees. Your subscription to the Voice AI Service includes the first 1,500 call minutes per location during each calendar month. Each incremental call minute beyond this allotment will result in additional Fees equal to $0.49 per minute. Included call minutes refresh at the start of each billing month and do not roll over to subsequent months. We may make call minute usage data available to you through the Services.

3. Agentic Commerce

3.1 Sessions. With respect to Agentic Commerce, a "Session" means a single continuous interaction between a Customer and the Agentic Commerce Service, initiated when the Customer triggers an agentic interaction (such as sending a chat query, clicking an AI-suggested prompt, or engaging an agentic workflow). Once initiated, a Session remains open for all consecutive interactions from that Customer until the earliest of: (a) 30 consecutive minutes of inactivity (no interaction between the Customer and the Agentic Commerce Service); (b) the Customer closing the chat interface; or (c) the Customer initiating a new, independent interaction after the prior Session has terminated, which will constitute a new Session. For clarity, passive activities such as browsing your menu or viewing the Agentic Commerce widget without triggering an agentic interaction do not initiate a Session. Each Session will be counted regardless of whether the Customer places a reservation. Session counts will be determined by us using our platform logs.

3.2 Fees. Your subscription to the Agentic Commerce Service includes the first 500 Sessions per location during each calendar month. Each incremental Session beyond this allotment will result in additional Fees equal to $0.15 per Session. Included Sessions refresh at the start of each billing month and do not roll over to subsequent months. We may make Session usage data available to you through the Services.

3.3 Product Recommendations. Agentic Commerce may include product recommendations based on your available product catalog data and Customer Interaction Data. You acknowledge that: (a) all recommendations are informational only and do not constitute medical advice, health guidance, or product endorsements by us; and (b) the quality and relevance of recommendations depend on the accuracy and completeness of your data.

3.4 Reservations. Agentic Commerce may facilitate cart building, product substitution, and reservations on your behalf. You are responsible for reviewing and fulfilling all reservations placed through Agentic Commerce, including verifying reservation accuracy and compliance with Applicable Law.

3.5 Usage Metering. We reserve the right to implement technical measures to prevent abuse of the Agentic Commerce Service, including session rate limits, bot detection, and automated throttling. Sessions attributable to automated scripts, bots, or other non-human activity will not be counted toward your included Session allotment but may be blocked or throttled without notice.

3.6 Changes. Notwithstanding anything to the contrary in the Agreement, we may adjust the included Session allotment, overage Fees, or the methodology by which Sessions are measured in accordance with the modification provisions of the Agreement. No such adjustment will apply retroactively. If an adjustment to the measurement methodology would materially increase the number of Sessions counted under the same usage patterns, we will provide you with a reasonable transition period of not less than one billing cycle before the adjusted methodology is used for billing purposes.

4. Register Co-Pilot

Register Co-Pilot is accessible only to your authorized Users through Dutchie Point of Sale. Customers do not interact with, and do not have visibility into, the Register Co-Pilot or any Output it generates. To the extent Register Co-Pilot generates new inferences about Customer preferences or purchasing patterns based on existing Merchant Data, such inferences are classified as Merchant Data. All prompts, recommendations, alerts, and other Output generated by Register Co-Pilot are decision-support suggestions provided to assist your Users. They do not replace Users’ independent judgment, your training and supervision of Users, or your compliance obligations under Applicable Law. You remain solely responsible for all sales practices, regulatory compliance, and transaction decisions made by your Users.

5. Consumer Pulse

5.1 Third Party Sources. Consumer Pulse may leverage data from third-party review sources. We do not guarantee the accuracy, completeness, timeliness, or continued availability of data from any particular third-party review source, and we may add or remove supported third-party review sources at any time upon notice to you.

5.2 First Party Surveys. Consumer Pulse may deploy first-party surveys on your behalf and at your direction. Survey response data constitutes Customer Interaction Data and is Merchant Data. You are responsible for any disclosures, consents, or notices required by Applicable Law in connection with survey deployment and the collection of survey responses.

5.3 Use of Insights. Consumer Pulse insights may reference identifiable individuals, including Users. You are solely responsible for how you use such insights, including in connection with any employment decisions, and for compliance with Applicable Law governing the use of such information.

6. Messaging Services

6.1 Fees. Your subscription to the Loyalty & Marketing Service includes the first 100,000 emails sent by you (per Location, per month) during each billing month. Each incremental email sent beyond this allotment will result in additional Fees equal to $0.0013 per email. Included emails refresh at the start of each billing month and do not roll over to subsequent months. Fees for SMS and MMS messaging, including per-message charges, are set forth in your Order Form. If carriers or providers impose additional or modified fees or surcharges applicable to your use of the Messaging Services, we may pass through such fees to you upon reasonable advance notice.

6.2 Consent Requirements.

A. Email Consent. Except for transactional emails (i.e., non-marketing emails that contain information about an action or transaction a recipient has taken or agreed to and, if applicable, updates or notifications to that recipient about that action or transaction), you must obtain affirmative consent prior to sending any emails to a recipient via the Services. Any affirmative consent must be freely given by each recipient to each sender, informed, and unambiguous. A recipient must be (i) presented with the choice to provide or withhold consent; (ii) informed of the sender’s identity; and (iii) made aware of how to withdraw any previously provided affirmative consent at any time. Any affirmative consent is strictly for the subject matter for which that recipient provided it.

B. SMS/MMS Consent. Before sending any marketing SMS or MMS to a recipient via the Services, you must obtain the recipient’s "prior express written consent" as defined under the Telephone Consumer Protection Act (47 U.S.C. Section 227) and its implementing regulations (47 C.F.R. Section 64.1200). Such consent must be: (i) voluntary, specific to the type of message, and not a condition of purchase unless otherwise permitted by Applicable Law; (ii) obtained through a clear and conspicuous disclosure that identifies you (the sender) by your legal name or registered DBA and that satisfies all requirements of 47 C.F.R. Section 64.1200(f)(8); and (iii) captured and retained in a reproducible form. Before sending any transactional or informational SMS or MMS message to a recipient via the Services, you must obtain the recipient’s prior express consent as required under Applicable Law.

C. Consent Records. You must maintain written or electronic records affirmatively demonstrating the applicable consent for each recipient. Upon our request, you must provide us with any and all consent records within 3 business days. You must retain all consent records for a minimum of 5 years following the later of: (i) the date consent is withdrawn by the recipient; or (ii) the expiration or termination of this Agreement. Your obligation to retain and produce consent records survives expiration or termination of this Agreement.

D. Consent Renewal. With respect to SMS/MMS messaging, if a recipient has had no interaction (e.g. click, purchase, reply, or opt-in verification) for 18 consecutive months, you must obtain fresh consent before sending further messages to that recipient. For email, you must obtain affirmative consent again after an extended period of non-engagement.

E. Revocation Tracking. To the extent that a recipient provides you with a verbal, written, or electronic request to stop receiving communications, you must promptly ensure that your consent records and internal suppression lists reflect the revocation.

6.3 Opt-Out Requirements. A recipient must have the ability to revoke consent at any time. You may not send non-transactional communications to a recipient who has withdrawn consent unless that recipient provides new consent. You must update your internal suppression lists promptly upon receipt of any opt-out request and notify us of any systemic opt-out issues, consumer complaints, or carrier complaints within 2 business days. With respect to email messages, except for transactional emails, the body of each email sent via the Services must include (a) an active and accurate physical mailing address where a recipient can send an unsubscribe request via mail; (b) a clear, conspicuous, and functioning unsubscribe hyperlink; and (c) a hyperlink to your privacy policy. You must honor all unsubscribe requests within 10 days of the date they are sent, or the timeframe required under Applicable Law, whichever is shorter. With respect to SMS/MMS messages, each marketing SMS or MMS message must include clear instructions on how to opt out. You must process all opt-out requests immediately, and in no event later than 48 hours after receipt. You must honor all opt-out requests regardless of the specific keyword used, provided the recipient’s intent to opt out is reasonably clear. Upon receipt of an opt-out, you may send a single confirmation message containing no marketing content.

6.4 Sender Identification. Each communication sent via the Services must clearly and accurately identify you as the sender. For emails, the subject line must be clear, non-deceptive, and accurately describe the content and purpose of the email.

6.5 Content Standards.

A. Compliance. All communications sent via the Services must comply with Applicable Law, including those governing advertising and sale of cannabis products, telemarketing, commercial messaging, and consumer protection, as well as applicable carrier and provider policies.

B. Prohibited Content. The following content is prohibited from being sent via the Services through any channel: (i) statements about products claiming to prevent, treat, or cure health issues that have not been approved by the applicable government authority or are not permitted under Applicable Law, or false or unsubstantiated medical or health benefit claims regarding cannabis products; (ii) content that targets or is directed at minors; (iii) pornography, sexually explicit content, escort services, or similar services; (iv) content that is fraudulent, deceptive, or misleading, including falsified sender identities, spoofed numbers, or misleading subject lines, or that we or our service providers determine in good faith is intended to mislead a recipient or cause harm or damage; (v) content that promotes products or services that are unlawful in the recipient’s jurisdiction; (vi) content that violates the Intellectual Property Rights of a third party; (vii) content that is illegal, unlawful, libelous, maliciously false, obscene, or indecent, or which infringes any person’s rights under Applicable Law; and (viii) unsolicited bulk communications, communications sent using purchased, rented, or harvested recipient lists, or communications using techniques designed to evade spam filters, carrier filtering, or similar detection mechanisms.

C. Cannabis-Specific Requirements. You must send cannabis-related communications only into jurisdictions where the advertised products or services are lawful, and must incorporate any jurisdiction-specific disclaimers, warnings, or disclosures required by Applicable Law.

6.6 Prohibited Actions. You are prohibited from using the Messaging Services in the following ways: (a) sending emails to SMS gateways; (b) using third-party email addresses, domain names, or phone numbers without proper consent or authorization from the third party; (c) using or embedding tracking technologies in communications sent to a recipient prior to obtaining consent from that recipient to the extent and in the manner required by Applicable Law; (d) disguising, falsifying, or manipulating the subject matter, headers, sender information, or transmission path information of any communication; (e) conducting security testing, including simulated phishing and other activities that may resemble social engineering or similar attacks; (f) interfering with the integrity of the messaging services, including reverse engineering, circumventing security or authentication mechanisms, or introducing malware; or (g) attempting to evade carrier registration requirements (including 10DLC, toll-free, or short code registration), throughput management programs, or carrier spam filtering mechanisms.

6.7 Registration and Cooperation. For SMS/MMS messaging, you will promptly provide all information and documentation reasonably requested in connection with carrier registration requirements (e.g. 10DLC) for your messaging campaigns. Failure to provide required information may result in a delay of messaging availability, and we will not be liable for any such delay.

6.8 Carrier Disclaimer. You acknowledge that the Messaging Services rely on third-party carriers and providers whose policies may change at any time due to regulatory developments, industry standards, or the nature of the cannabis industry. The availability of specific messaging formats is conditional upon acceptance by carrier and provider pipelines and may change without advance notice. We will notify you of material changes as they occur. Such changes do not constitute a breach of this Agreement by us.

6.9 Monitoring. You acknowledge that we and our service providers may monitor communications sent through the Messaging Services, including message content, timestamps, consents, and metadata, for compliance, quality assurance, and anti-spam purposes.

6.10 Enforcement. If we determine that your use of the Services violates this Section, Applicable Law, or any applicable carrier or provider policy, we may, in our sole discretion and without limiting any other rights or remedies: (a) issue written notice requiring corrective action within a commercially reasonable period; (b) throttle or block offending traffic or campaigns; (c) suspend or terminate your access to the Services (in whole or in part); or (d) require reimbursement of any carrier fines, penalties, or surcharges imposed on us or our service providers as a result of your violation. In the case of violations that pose an imminent risk of legal liability, carrier action, or consumer harm, we may suspend your access immediately without prior notice.

6.11 Supplemental Indemnification. In addition to your indemnification obligations under the Agreement, you will indemnify, defend, and hold us, our Affiliates, our service providers, and their respective officers, directors, employees, and agents harmless from and against any Claim made or brought by a third party (including any carrier, provider, regulatory authority, or recipient) arising from or related to: (a) your breach of this Section (Messaging Services); (b) communications sent by you or on your behalf through the Services, including any claim that such communications were sent without proper consent, violated the TCPA, CAN-SPAM Act, or analogous state or federal laws, or violated applicable carrier policies; or (c) your failure to comply with Applicable Law in connection with your use of the Messaging Services.

7. Branded Mobile App

Subject to the terms of this Agreement and the respective terms and policies of the Apple App Store and Google Play Store, we grant you a non-exclusive, non-transferable and non-sublicensable license to distribute the Branded Mobile App Services to Customers through the app stores. You will be responsible for obtaining developer accounts within the app stores at your expense and agree to provide us with access to your developer account(s) for the limited purpose of establishing, maintaining and (upon expiration or termination of this Agreement) deprecating the Branded Mobile App. You may permit Customers to download and use the Branded Mobile App provided that, as a condition to using the Branded Mobile App Services, such Customers have agreed to your terms and conditions and privacy policy, each of which must be as protective of the Services as this Agreement. Your end user license agreement for the Branded Mobile App must include all terms required by the Apple App Store and Google Play Store, including (a) acknowledgment that the agreement is between you and the Customer only, and not with Apple, Google, or us; (b) a license grant scoped to the rules of the applicable app store; (c) a statement that Apple and Google have no obligation to provide maintenance or support for the Branded Mobile App; (d) a disclaimer of Apple’s and Google’s liability for the Branded Mobile App, including product liability and intellectual property claims; (e) acknowledgment that Apple and its subsidiaries are third-party beneficiaries of the end user license agreement and may enforce it against the Customer; and (f) any other terms required by the applicable app store’s developer agreements and policies, as updated from time to time. You agree to comply with, and the license provided in this Section is conditioned upon, your compliance with all applicable third-party terms and conditions, including, without limitation, the respective mobile app stores’ terms and policies.

8. Sponsored Placements, Personalization and Platform Optimization

Certain Services may include recommendations, product ranking, personalization, sponsored placements, measurement, reporting, analytics and related Platform Optimization features designed to help Customers discover relevant products and help you improve menu performance, Customer engagement and revenue opportunities. Pursuant to the Merchant Agreement, we may Process Merchant Data to provide, operate, personalize, measure, optimize and improve these features, including based on Customers’ interactions with Dutchie-powered menus, websites, applications, and other Services. We may work with service providers that support these features and will require such providers to Process Personal Information in accordance with Applicable Law and appropriate contractual obligations.

9. API Access

9.1 Access and API Keys. Subject to the Agreement and any eligibility requirements we set, we may issue one or more API keys to you upon request. We may approve, condition, or decline to provision API access or any API key, including access requested for or by a third-party integration, in our discretion. Your right to access the API continues for so long as we make it available to you and you remain in compliance with the Agreement. You are responsible for safeguarding your API keys and for all access and activity conducted through them, which will be deemed your use of the Services. You must notify us promptly of any actual or suspected compromise of an API key. We may revoke or suspend any API key at any time, and you may request revocation by contacting us.

9.2 Acceptable Use. You will not use the API to exceed or circumvent any scope, usage, or rate limits, to access data or functionality you are not authorized to access, or in any manner that could impair or overburden the Services, and you will comply with any usage guidelines or documentation we make available from time-to-time.

9.3 Rate Limits and Usage Restrictions. We may set, modify, and enforce rate limits, throttling, and other usage or scope restrictions applicable to the API at any time and without notice.

9.4 Integrations. Any client, application, or other service you connect through the API is a Third-Party Service, as defined in this Agreement, provided by a third party and not by us, and governed by that provider’s own terms and privacy policy. By connecting a Third-Party Service, you authorize us to make your Merchant Data available to it as required for interoperation, and we are not responsible or liable for it.

9.5 Availability; Changes. The API is made available on an "as is" and "as available" basis. We do not warrant that the API will be available, uninterrupted, or error-free. We may add, modify, version, or discontinue any API feature or endpoint at any time, and may, but are not obligated to, provide advance notice of material changes.

9.6 Data. You are responsible for the data you access through the API and where you transmit it, and for obtaining all consents, authorizations, disclosures, and privacy-notice coverage required under Applicable Law in connection with that access and transmission.

10. MCP Service

10.1 Scope. The MCP Service is a form of API access and is subject to Section 9 of these Service-Specific Terms in addition to this Section 10.

10.2 Connected AI Clients. Each Connected AI Client, any large language model or other artificial intelligence system it uses or transmits data to, is a Third-Party Service, and is not a User, not an AI Feature, and not our Subprocessor. We do not review or approve your Connected AI Client, and you are solely responsible for your selection and use of it. By using the MCP Service, you authorize and instruct us to make your Merchant Data available to your Connected AI Clients.

10.3 Nature of Data; No Control After Disclosure. You acknowledge that the MCP Service can access a broad range of Merchant Data without field-level masking, and that such data may include Personal Information and other sensitive, regulated, or confidential information. You are solely responsible for determining what data your Connected AI Client requests and where it transmits that data. Once Merchant Data is made available to or retrieved by a Connected AI Client, it is outside of our control, and we have no responsibility for how the Connected AI Client or its associated model accesses, stores, retains, discloses, or uses that data, including whether it is used to train, fine-tune, or improve any model. You assume all risk arising from your use of the MCP Service and any Connected AI Client.

10.4 Supplemental Indemnification. In addition to your indemnification obligations under the Agreement, you will indemnify, defend, and hold us, our Affiliates, and our service providers harmless from and against any Claim made or brought by a third party arising from or related to (a) your use of the MCP Service; (b) your selection, configuration, or use of any Connected AI Client; or (c) the access, use, disclosure, or processing of Merchant Data by any Connected AI Client or its associated model.

10.5 Supplemental Limitation of Liability. Without limiting the limitation of liability provisions in the Agreement, we will have no liability arising out of or related to any Connected AI Client, its associated model, or your access to or use of the MCP Service, including any access, use, disclosure, retention, or training on Merchant Data by a Connected AI Client or its associated model.

10.6 Future Functionality. To the extent that we make write access available through the MCP Service, actions taken through the MCP Service will be your responsibility as your use of the Services, and you will be required to review and approve any action that publishes, transmits, or externally distributes data before it is executed. Additional terms applicable to write access may be provided when those features are made available.

11. Connect

11.1 Generally. During the Term we will make the Connect Service available to you to connect with brands through the Services for purposes of catalog management, data sharing, trade promotions, ordering, and related services. We reserve the right to determine all aspects of the Connect Service, and may modify, restrict, or discontinue any features or functionality at any time without notice.

11.2 Platform Provider Only. You acknowledge and agree that we are a technology platform provider and are not a party to any transaction between you and any brand. We facilitate connections between Merchants and brands but do not guarantee that any brand will fulfill purchase orders, honor its pricing, participate in trade promotions, or otherwise engage with you through the Connect Service. We have no obligation to ensure that brands will fulfill their obligation to you. You are solely responsible for your relationships with brands, including any disputes regarding orders, pricing, fulfillment, payment, credits, product quality, or any other aspect of your commercial relationship.

11.3 Brand Inventory Intelligence.

A. Opt-In. You may enable the brand inventory intelligence feature through the Connect Service by accepting the applicable opt-in prompt. By opting in, you authorize Dutchie to share certain Merchant Data with each Connected Brand. Your opt-in applies to all current and future Connected Brands, and a single opt-in applies to all of your Location(s). You may revoke your opt-in at any time through the Services.

B. Data Sharing. For each Connected Brand, you authorize us to share the following Merchant Data: (a) sell-through data for that Connected Brand’s products at your Location(s), including unit sales, dollar sales, average list price, average promotional discount, average selling price, and revenue, by SKU, by Location, and by time period; and (b) inventory data for that Connected Brand’s products at your Location(s), including on-hand units, days of supply, in-stock rate, and expiring product alerts, by SKU, by Location, and by time period. Data shared with a Connected Brand is limited to that Connected Brand’s own products and does not include data regarding other brands’ products, your overall business performance, revenue, margins, or Personal Information. If you do not carry a brand’s products, or to the extent that you have disconnected from a Connected Brand, that brand will not receive any data about you or your Location(s), but the identity of your Location(s) will be accessible to them in order to allow them to provide you with offers and purchase orders.

C. Disconnecting Connected Brands. You may block or disconnect from any individual Connected Brand at any time through the Services. Upon disconnection, that brand will no longer be deemed a Connected Brand, and we will cease sharing Merchant Data with that brand going forward. If you reconnect with a previously-connected Connected Brand, they will receive the Merchant Data described in this Section on a go-forward basis.

D. Connected Brands’ Use of Merchant Data. We require each Connected Brand, as a condition of receiving Merchant Data through the Connect Service, to agree to restrictions on its use of such data. These restrictions will, at a minimum, require that each Connected Brand: (a) use Merchant Data solely for its own internal business purposes in connection with the marketing, distribution, and sale of its products; (b) not disclose Merchant Data to any third party, except to its employees, contractors, and agents who have a need to know and are bound by confidentiality obligations no less protective than those set forth herein; (c) not use Merchant Data to derive or attempt to derive the identity of any Customer, or to associate Merchant Data with any Personal Information; (d) not use Merchant Data to engage in price fixing, market allocation, price signaling, or other anticompetitive conduct; (e) not sell, license, sublicense, or otherwise transfer Merchant Data to any third party; (f) not use Merchant Data to train any artificial intelligence or machine learning models; and (g) not retain Merchant Data following termination of such brand’s access to the Connect Service, except to the extent required by Applicable Law or for reasonable record-keeping purposes. We will use commercially reasonable efforts to enforce these restrictions but will not be liable for a Connected Brand’s breach of such restrictions.

E. Reorder Suggestions. Based upon the Merchant Data shared with Connected Brands, brands may provide reorder suggestions, stockout alerts, and other inventory recommendations to you through the Services. All such suggestions and recommendations are informational only, are generated by the applicable brand, and do not constitute inventory management advice or product endorsements by us. You retain full control over your purchasing and inventory decisions.

11.4 Brand Funded Discounts.

A. Generally. Brands may make brand funded discounts available to you through the Services. Additionally, you may propose brand funded discounts to brands through the Services by specifying proposed discount parameters, including eligible products, discount amounts, duration, and other terms. In each case, you may, in your sole discretion, choose to accept or decline participation in any brand funded discount, and a brand may, in its sole discretion, accept or decline any of your proposed discounts. Once a brand accepts a brand funded discount proposed by you, it will be treated as a brand funded discount for all purposes under this Section.

B. Automatic Execution. Once you accept a brand funded discount and it becomes active, discounts will be applied automatically within the Services. Notwithstanding the foregoing, you are responsible for verifying the accuracy of all brand funded discounts applied at your Location(s), including discount amounts, eligible products, and applicable terms, and for ensuring that the brand funded discount complies with Applicable Law, including any state or local restrictions on cannabis promotions, discounts, or incentives. Brand funded discounts will automatically terminate when (a) the end date is reached; (b) the total budget is exhausted; or (iii) the brand funded discount is otherwise terminated.

C. Redemption and Reconciliation. You acknowledge and agree that brand funded discounts are expected to be reconciled between you and the applicable brand through discounts on future purchase orders or other arrangements agreed upon directly between you and the brand. We are not responsible for, and have no obligation to facilitate, any payment, credit, or reconciliation between you and any brand, and we will have no liability arising from any disputes regarding brand funded discount redemptions or reconciliation. You agree that in the event of a dispute, you and the applicable brand will work in good faith to rectify the dispute.

D. Closing Reports. Following the conclusion of a brand funded discount, we may share a closing report with you and the applicable brand containing redemption and performance data for that brand funded discount.

E. Promotion Restrictions. You will not use the brand funded discounts functionality to (a) circumvent or manipulate the redemption or reconciliation processes; (b) engage in any fraudulent or deceptive practices in connection with brand funded discounts; or (c) apply or advertise brand funded discounts in a manner that is misleading to Customers.

11.5 Purchase Orders

A. Order Submission. You may submit purchase orders for brand products through the Services, and brands may submit purchase orders to you through the Services. You may, in your sole discretion, accept or decline any purchase order submitted to you by a brand. We do not guarantee that any brand will confirm, fulfill, or otherwise act on your purchase orders. You acknowledge that the purchase order functionality facilitates order communication only, and does not constitute an order fulfillment, logistics, or payment processing service.

B. Order Confirmation. Confirmation of a purchase order through the Services constitutes an agreement between you and that brand, not between you and us. We are not a party to any purchase order transaction. Purchase orders submitted through the Services may reference pricing and product information from Brand Content. You are solely responsible for reviewing order details, including pricing, quantities, and product availability, prior to submission or acceptance. We are not responsible for any disputes arising from pricing errors, out-of-stock conditions, or other inaccuracies.

C. Fulfillment. You are solely responsible for your obligations in connection with confirmed purchase orders, including compliance with Applicable Law, such as state cannabis transfer, manifest, and tracking requirements.

11.6 Antitrust and Competition. You will not use the Connect Service to (a) engage in price fixing, price signaling, bid rigging, market allocation, or any other conduct that violates antitrust or competition laws; (b) coordinate, communicate, or share information regarding pricing, promotions, discounts, or competitive strategy with any competitor (except with respect to bona fide transactions between you and an entity operating in its capacity as a brand); or (c) use Merchant Data or any other information obtained through the Connect Service to facilitate coordination with competitors (except with respect to bona fide transactions between you and an entity operating in its capacity as a brand).

12. Brand Content

12.1 License. Subject to the terms of the Agreement, we grant you a non-exclusive, non-transferable, non-sublicensable right during the Term to access, display, reproduce, and use Brand Content made available to you through the Services solely in connection with the marketing and sale of the applicable brand’s products at your Location(s) through the Services. You maintain sole and exclusive control over which products and Brand Content appear in your instance of the Services, and nothing in this Agreement obligates you to display, use, or accept any Brand Content. This license terminates automatically with respect to a given brand’s Brand Content upon the earlier of (a) termination of this Agreement; (b) the brand’s removal of such Brand Content from the Services; or (c) your removal of such Brand Content from your instance of the Services.

12.2 Updates. Brand Content may be updated by brands or us from time to time. You may configure the Services to apply Brand Content automatically to your product listings. You are responsible for reviewing updated Brand Content and for ensuring that your product listings comply with Applicable Law, including state and local cannabis labeling, packaging, and advertising requirements applicable to your Location(s).

12.3 Responsibilities. Brand Content is provided by brands, not by us. We have no obligation to review, verify, or approve the accuracy, completeness, or compliance of Brand Content (including, without limitation, any claims regarding the effects, benefits, or characteristics of any product), and we make no representation or warranty regarding Brand Content. You are solely responsible for evaluating whether any Brand Content is accurate, appropriate, and compliant with Applicable Law before displaying it to Customers.

12.4 Removal. We reserve the right, but have no obligation, to review, monitor, or screen Brand Content made available through the Services. If we receive any claim, notice, or allegation that any Brand Content (a) infringes or misappropriates the Intellectual Property Rights of any third party; (b) violates Applicable Law; or (c) otherwise violates this Agreement, we may, in our sole discretion and without liability to you: (x) immediately remove or disable access to the affected Brand Content; (y) require you to remove or modify the affected Brand Content; or (z) restrict the availability of the affected Brand Content to specific jurisdictions. You agree to cooperate with us in responding to any such claims, including by promptly removing or modifying Brand Content upon our request.

12.5 Supplemental Representations and Warranties. You represent and warrant that you will (a) use Brand Content only as authorized in this Section and in compliance with Applicable Law; (b) not modify Brand Content in a manner that is misleading, inaccurate, or that misrepresents the applicable brand or its products; and (c) promptly remove or update any Brand Content upon notice from us or the applicable brand that such content is inaccurate, non-compliant, or otherwise requires modification.

13. Pre-Release Services

13.1 Scope and Acceptance. From time-to-time we may make Pre-Release Services available to you. We may designate a Service, feature, or functionality as a Pre-Release Service in the Service itself, in accompanying documentation, in an Order Form, or otherwise upon general notice. You or your Users’ access to or use of any Pre-Release Service constitutes your acceptance of this Section, and these terms apply to that Pre-Release Service whether or not it is identified in an Order Form. To the extent of any conflict, this Section controls over any other term of the Agreement with respect to Pre-Release Services.

13.2 No Warranty; No Service Levels. Pre-Release Services are excluded from all representations and warranties in the Agreement and are provided "as is" and "as available," with all faults. We do not warrant that any Pre-Release Service will be maintained in accordance with any Specifications, will operate uninterrupted or error-free, or will function as described in any documentation or roadmap, and Pre-Release Services are not subject to any service level, uptime, availability, support, or maintenance obligation. You acknowledge that Pre-Release Services are still in development, may contain defects, and may not perform as intended, and you assume all risk arising from your use of them.

13.3 Modification, Suspension, and Discontinuation. We may modify, suspend, limit, or discontinue any Pre-Release Service, in whole or in part, at any time and in our sole discretion, with or without notice, and we have no obligation to make any Pre-Release Service generally available or to continue offering it. We will have no liability to you or any third party for any such modification, suspension, limitation, or discontinuation.

13.4 No Breach; No Effect on Termination. No defect, error, interruption, degradation, modification, suspension, or discontinuation of a Pre-Release Service will constitute a breach of the Agreement by us, and no such event will entitle you to terminate the Agreement or any Order Form for cause or to any refund, credit, or reduction of Fees.

13.5 Supplemental Limitation of Liability. Without limiting Section 10 of the Merchant Agreement, we and our Affiliates and our and their service providers will have no liability arising out of or related to any Pre-Release Service or your use of, or inability to use, any Pre-Release Service, including any business decisions you make in reliance on a Pre-Release Service.

14. On-Site Implementation

14.1 On-Site Implementation Professional Services. Subject to your execution of an Order Form purchasing On-Site Implementation Professional Services, and payment of applicable Fees, we will provide you the Professional Services under the terms of this Agreement. We will determine in our sole discretion which of our personnel will perform the Professional Services. Personnel performing the Services at your Locations will comply with your reasonable written onsite policies and procedures provided to us in advance.

14.2 Your Obligations. You will provide reasonable and timely cooperation in connection with our provision of the Professional Services. We will not be liable for a delay caused by your failure to provide us with information, materials, consents or access to your facilities, networks or systems required for us to perform the Professional Services. You are responsible for any consents and notices required to permit your use and receipt of the Professional Services.

14.3 Change Orders. Any changes to an Order Form (including, without limitation, the purchase of additional Professional Services hours) requires a written amendment. Notwithstanding the foregoing, we may cancel or reschedule our performance of the Professional Services upon notice to you.

14.4 Holidays and Weekends. We are available for Professional Services during standard operating hours (7 a.m. – 9 p.m. local time) with the exception of weekends and holidays (including both federal holidays and "industry holidays," such as 4/20, Green Wednesday and Black Friday). To the extent that you request Professional Services be performed on a weekend or holiday, the applicable Fees attributable to the holiday or weekend work will be billed at 2 times the cost of the Professional Services day.

14.5 Additional Hours. If additional Professional Services hours beyond that identified in your Order Form are required to support your operations, you must let your Implementation Strategist know during the onboarding process and prior to scheduling of the Professional Services. Additional Fees will apply in the event of a change.

14.6 Hardware. If you require hardware installation assistance in connection with Professional Services, a minimum of 2 Professional Services days are required. Notwithstanding the foregoing, you acknowledge that hardware installation assistance does not include network setup or cabling, which you are responsible for completing prior to the start of the Professional Services.

14.7 Travel and Expenses. The Fees identified in your Order Form include all travel and related expenses incurred by our personnel in delivering the Professional Services, and you will not be responsible for any additional Professional Services-related expenses beyond the Fees identified in your Order Form. Notwithstanding the foregoing, the add-on options for the Professional Services do not include travel and related expenses incurred by your personnel in delivering such Professional Services, and those additional Fees will be calculated when add-on options are quoted to you.

14.8 Cancellations. If you cancel or reschedule pre-purchased Professional Services less than 2 business days prior to the start of the scheduled Professional Services, you will be responsible for a cancellation Fee in the amount of 30% of the cost of the Professional Services. For all other purchased Professional Services packages, the cancellation Fees are as follows: Cancellation of 1 Day Professional Services: $1,500.00; Cancellation of 2 Day Professional Services: $2,250.00; Cancellation of 3+ Day Professional Services: $2,700.00.

14.9 Insurance. Each party will maintain, at its own expense, appropriate insurance coverage applicable to performance of the parties’ respective obligations under this Section, such as general commercial liability, workers’ compensation and automobile liability.

14.10 Supplemental Indemnification. In addition to your indemnification obligations under the Agreement, you will indemnify, defend, and hold us, our Affiliates or our service providers harmless from and against any third-party Claim made or brought against us, our Affiliates or our service providers arising from or related to our personnel’s death, personal injury or tangible property damage resulting from the negligence or more culpable act or omission by you, your employees or your agents during or related to performance of the Professional Services.

15. Dutchie Hub

15.1 Right to Access Dutchie Hub Service. Subject to the terms of the Agreement, the Payment Processor Agreements, and the functionality selected by you, we grant you a non-exclusive, non-transferable, non-sublicensable right during the Subscription Term to use the Dutchie Hub Service.

15.2 Payment Processor Agreements. In order to use the Dutchie Hub Service, you are required to enter into separate Payment Processor Agreements. For the avoidance of doubt, we are not a party to, nor do we have any liability under, any Payment Processor Agreement between you and a Third-Party Payment Processor.

15.3 Underwriting. The Payment Processors will be required to gather certain information and documentation from you in order to underwrite your accounts and review your applications for approval. You agree to promptly provide us with all requested information and documentation. While your execution of an Order Form and enablement of a given cashless payment offering constitutes acceptance of the corresponding Payment Processor Agreement(s), your use of the Dutchie Hub Service is ultimately subject to the relevant Payment Processors’ acceptance of your application. You authorize us, the Third-Party Payment Processors and our respective service providers to make business and personal credit inquiries and other investigations considered necessary or desirable in connection with the underwriting of your account. You further authorize us and the Third-Party Payment Processors to share application-related information with each other to the extent related to your use of the Dutchie Hub Service. If we are in possession of any underwriting-related information pertaining to you or your directors, officers, beneficial owners or otherwise, you authorize us to process and share that information with the Third-Party Payment Processors. The authorizations provided in this Section will remain in effect for as long as you use the Dutchie Hub Service for the purpose of ongoing inquiries related to support risk monitoring and account management, as well as for the purpose of underwriting you for any additional Third-Party Payments Offering.

15.4 Dutchie Hub Account. Once approved by the Payment Processors, you will promptly enable and become transactional with the Dutchie Hub Service. We or the Third-Party Payment Processors may make changes to the Dutchie Hub Service at any time in our sole discretion, including, without limitation, changes associated with technological developments, legislative or regulatory changes, or the introduction of new functionality or Payment Processors and/or removal of existing functionality or Payment Processors. You will comply with all time deadlines, equipment and software maintenance and upgrade requirements we may reasonably require from time to time.

15.5 Fees. The Fees for the Dutchie Hub Service as identified in your Order Form will be charged to you by the corresponding Payment Processor in accordance with the terms of the respective Payment Processor Agreement. You agree to pay all Fees as they become due and payable. Notwithstanding anything to the contrary in the Agreement, we reserve the right, upon 30 days’ prior notice to you (email sufficient), to revise the Fees for any or all of the Dutchie Hub Service. Your continued use of the Dutchie Hub Service after the date any such change becomes effective constitutes acceptance of the updated Fees.

15.6 Data Security. You will be solely responsible for the security, quality, accuracy, and adequacy of all transactions and information submitted to or through the Dutchie Hub Service, and will maintain adequate audit controls to monitor the security, quality, maintenance and delivery of such data. Without limiting the foregoing, and to the extent applicable, you must remain in compliance with Payment Card Industry Data Security Standards and take all steps necessary to ensure that Customer data (including, without limitation, cardholder data and any other Personal Information or sensitive information) is not disclosed, misused, or subject to unauthorized access. If there is an actual or suspected breach of, or unauthorized access to, Customer data or other Personal Information, you must immediately (a) notify us; (b) cooperate with our and/or the applicable Third-Party Payment Processor’s requests for information; (c) take any action designated by us or the applicable Third-Party Payment Processor to remedy and/or address the breach; (d) prevent further unauthorized access to or use of such information; and (e) comply with all Applicable Law related to privacy and security of the consumer information.

15.7 Termination. Notwithstanding anything to the contrary in the Agreement, either party may terminate your use of the Dutchie Hub Service upon notice to the other party. Likewise, a Third-Party Payment Processor may terminate your use of their Third-Party Payments Offering in accordance with the terms of the respective Payment Processor Agreement.

16. Round-Up the Change

By enabling Round-Up the Change, you acknowledge and agree that: (a) you are solely responsible for collecting and remitting customer round-up donations to your selected partner organization in a timely manner; (b) you are solely responsible for complying with Applicable Law governing charitable solicitations, commercial co-ventures, and cause marketing, including, without limitation, any required registrations, written agreements with nonprofit partners, and consumer disclosures; (c) you are responsible for any accounting or tax treatment of these funds; (d) information about your round-up donations may be shared with your selected partner for reporting and acknowledgment purposes; and (e) your use of this Service is subject to the Agreement.