SQRD LAB TERMS AND CONDITIONS

1) SCOPE

a) These terms and conditions (the “Terms”) between SQRD Lab, including all corporations, limited liability companies, partnerships, and other business entities utilizing the name “SQRD,” and the Client (the “Client” or the “Client”) requesting certain Services (as defined below), shall govern the relationship between SQRD and Client, and the terms on which the Services are provided to Client.

b) Client agrees that when Client signs or submits a Service Order, Sample Analysis Request Form or otherwise indicates Client’s acceptance, as the context requires, an agreement will be formed between Client and SQRD for the provision of the Services which will be governed exclusively by these Terms.

2) SERVICES

a) Client hereby retains SQRD as an independent contractor to provide laboratory testing services (“Services”) in compliance with California Business and Professions Code section 26000 et seq. (“MAUCRSA”) and all applicable state regulations issued in accordance therewith, as may be amended from time to time, including Chapter 6 of Title 16 of the California Code of Regulations (CCR) (“DCC Regulations,” and together with MAUCRSA, the “Applicable Laws”). Upon completion of the Services, SQRD will provide Client with a Certificate of Analysis (“COA”), as defined by DCC Regulations § 5700(o), and take any and all further steps necessary to comply with Applicable Laws, including, but not limited to, post-testing retention and destruction of the remaining sample materials in accordance with Applicable Laws. For Services that are not governed by the MAUCRSA or DCC regulations, the details of such Services must be negotiated and agreed prior to receipt of samples.

b) SQRD warrants that all Services shall be performed (i) in a competent and professional manner, by personnel of the required skill, experience and qualifications, (ii) in accordance with generally recognized industry standards

for similar services and pursuant to its obligations under this Agreement, and,

(iii) with respect to Services performed for the purpose of mandatory compliance testing under current and applicable California regulations (“Mandatory Compliance Testing”), consistent with current and applicable California regulations. Recognizing that the nature of many samples is unknown and that some may contain potentially hazardous components, SQRD warrants that it will perform the Services in accordance with the SQRD’ Quality Management System (“QMS”) and, for Mandatory Compliance Testing, consistent with current and applicable California regulations. SQRD does not make any guarantee, either express or implied, that the Results will meet the acceptance or other criteria set out by Client, and SQRD does not accept responsibility for failure to meet any acceptance or other criteria.

c) In the event of any material breach of the foregoing limited warranty, Client’s remedy shall be a credit up to the amount of the Service Fee that Client paid for the deficient Services provided, unless otherwise explicitly provided for in written form, and only if all undisputed amounts due and payable by Client under this Agreement have been paid to date. Any claim for a credit under the limited warranty provided under Section 2(a) shall be deemed waived unless made in writing and received by SQRD within thirty (30) days following completion of the alleged deficient services. Upon termination of this Agreement, Client shall be entitled to the cash value of any unused credit. THE REMEDIES SET FORTH IN THIS SECTION 2(c) SHALL BE THE CLIENT’S SOLE AND EXCLUSIVE REMEDY AND SQRD’S ENTIRE LIABILITY FOR ANY BREACH OF THE LIMITED WARRANTY SET FORTH IN SECTION 2(a).

d) SQRD reserves the unconditional right to utilize external (non-SQRD) laboratory resources to produce the results of testing or performance of Services as required.

3) CLIENT RESPONSIBILITIES

a) Client agrees that all decisions regarding which Services are required related to Client’s products or business is solely Client’s responsibility and Client must decide whether the specific Service is appropriate for Client’s circumstances and intended use of the Results, Service Reports, or Software applications. Client represents and warrants that (i) it has sufficient and reasonable commercial knowledge and experience with respect to all international, federal, state and local laws and regulations (the “Laws”) related to its products and business, (ii) that Client is in material compliance with all applicable Laws, including but not limited to, export and data privacy laws and regulations of any relevant jurisdiction with respect to Client’s use of any Software Application and the related Software System.

b) SQRD disclaims and assumes no responsibility, and Client hereby waives and releases SQRD, its past and present employees, agents and representatives from all actions, proceedings, suits, causes of action, arbitration, verdicts and judgments either at law or in equity or arising under a statute, demands, claims of any nature, costs and expenses or otherwise resulting from interpretation and use of such Results or Service Reports or Client’s use or non-use of any Application Platform and any data or information in connection therewith. Client understands and agrees that in the event of a discrepancy between information set forth in a Software Application and a hard copy Service Report, such Service Report will control.

c) Client agrees to defend, indemnify and hold harmless SQRD, its affiliates and their respective past, current, and future officers, agents, employees, representatives and contractors from and against any and all Claims arising out of or relating to: (i) the performance of the Services in accordance with these Terms or any Service Order; (ii) Client’s use of any products reviewed or analyzed by SQRD; (iii) the use of the Results or Service Reports or any other data or analysis provided by SQRD hereunder; (iv) any Client Content; or (v) any unauthorized use of or access to the Software Systems.

d) Client acknowledges that while SQRD Lab strives to ensure the accuracy and completeness of all test results, minor issues, or omissions may occur. In the event that a recall of products is initiated by the Client or mandated by the Department of Cannabis Control (DCC) based on such results. SQRD Lab shall not be liable for any losses, damages, or costs incurred by the Client or any third party as a result of a recall.

e) Client shall give SQRD written notice within thirty (30) days of (1) the loss or potential loss of any of Client’s state or local licenses, as required for Client’s business activities, or (2) obtaining knowledge of the occurrence of any claim or cause of action which Client believes that it has, or may seek to assert or allege, against SQRD, whether such claim is based in law or equity, arising under or related to this Agreement or to the transactions contemplated hereby, or any act or omission to act by SQRD with respect hereto.

f) If Client fails to timely give such written notice to SQRD with regard to the loss or potential loss of any of Client’s state or local licenses, as required for Client’s business activities, SQRD may immediately terminate this Agreement. If Client fails to timely give such written notice to SQRD with regard to any such claim or cause of action and shall not have brought legal action for such claim or cause of action within said time period, Client shall be deemed to have waived, and shall be forever barred from bringing or asserting such claim or cause of action in any suit, action or proceeding in any court or before any governmental agency or authority or any arbitrator. All notices or other communications hereunder shall be in writing, sent by courier or the fastest possible means, provided that recipient receives a manually signed

4) SQRD’S RESPONSIBILITIES AND LIMITATIONS OF LIABILITY

a) SQRD provides the limited warranty contained in Section 2(a) above. SQRD shall have no liability for any errors, deficiencies, or omissions in any Services provided to Client that are based on inaccurate or incomplete information provided to SQRD.

b) Client acknowledges that, due to the nature of the Services to be conducted, SQRD shall be under no obligation at any time to return or dispose of samples or other materials provided by Client to SQRD for testing or analytical services. Samples and materials provided by Client may be destroyed by SQRD upon completion of the Services or after a retention period determined by SQRD or used by SQRD for internal quality control or other purposes.

c) ALL TERMS, CONDITIONS AND WARRANTIES (INCLUDING ANY WARRANTY AS TO MERCHANTABLE QUALITY OR FITNESS FOR A PARTICULAR PURPOSE) IMPLIED BY COMMON LAW OR STATUTE (“IMPLIED WARRANTIES”) AS TO THE MANNER, QUALITY AND TIMING OF THE TESTING OR OTHER SERVICE ARE EXCLUDED UNLESS THE EXCLUSION OF ANY SUCH IMPLIED WARRANTIES WOULD CONTRAVENE APPLICABLE LAW OR CAUSE ANY PART OF THIS AGREEMENT TO BE VOID.

d) SQRD’S WARRANTIES, OBLIGATIONS AND LIABILITIES HEREUNDER ARE EXCLUSIVE AND SQRD’S LIABILITY TO CLIENT FOR BREACH OF ANY TERM OF THIS AGREEMENT OF ANY IMPLIED WARRANTIES, OR FOR ANY NEGLIGENCE OR OTHER WRONGDOING IN THE PERFORMANCE OF TESTING SERVICES, IS LIMITED, AT SQRD’S OPTION, TO EITHER RE-PERFORMING THE TESTING SERVICE OR REFUNDING THE TOTAL FEE PAID IN RESPECT OF THAT PART OF THE TESTING SERVICE.

e) UNDER NO CIRCUMSTANCES WILL SQRD BE LIABLE TO CLIENT FOR ANY INDIRECT OR CONSEQUENTIAL DAMAGE SUFFERED BY CLIENT IN ANY WAY ARISING FROM THE TESTING OR OTHER SERVICES OR CLIENT’S USE OF THE TEST RESULTS OR SERVICES.

5) PAYMENT

a) Client will be responsible for payment of invoices issued by SQRD for analysis services rendered and associated reports. Client must pay 100% of the invoice before analytical work begins. Terms may be granted to eligible clients, in good standing, for net 15 days or otherwise agreed upon in writing prior to receipt of samples for analysis. Any invoices paid beyond the payment terms will incur a finance charge of 10% a month or the maximum interest rate permitted by applicable law, whichever is lower. Any dispute about invoices must be raised within 15 days of the invoice date. The challenge of an analytical result will not entitle a Client to defer payment. Any invoice which remains outstanding after due date, may be additionally charged with an administrative penalty of Seventy Five Dollars ($75). Returned or bounced check(s) will be assessed a $50.00 minimum fee. Credit card processing fees will be passed along to the Client.

b) The minimum amount of any invoice for services rendered by SQRD is

$75.00 which shall exclude any shipping and handling charges. Shipping charges are payable by Client in addition to any charges for testing or other services.

c) Clients shall pay the current list price, unless previously agreed upon and documented in Addendum A.

d) Unless otherwise stated in the Service Order, all prices for the Services are expressed in US dollars, and all amounts payable are exclusive of tax. Unless otherwise stated in the applicable Service Order, Client shall pay SQRD for performance of the Services and all related expenses in accordance with SQRD’s invoices, Client’s failure to make payments within 60 days of the date of invoice shall be deemed an event of default under these Terms. If legal action or collection proceedings are necessary to enforce Client’s payment obligations, Client shall be liable to SQRD for its costs of collection, including any collection agency retention costs, court costs, and attorneys’ fees. SQRD reserves the right, prior to performing any Services, to require from Client satisfactory security for performance of Client’s obligations. If Client fails to furnish satisfactory credit information, or if its account is in arrears, SQRD may, at its option, defer further performance or terminate any outstanding Service Orders.

6) INDEMNIFICATION. Client hereby agrees to indemnify, defend and hold harmless SQRD, its affiliates and their respective current and former directors, officers, employees, operators, agents, attorneys and controlling persons (collectively, “SQRD Parties”) to the fullest extent permitted by law from and against any losses, claims, damages and liabilities, joint or several (collectively, “Damages”)

from the claims of any third party with respect to the Services, except to the extent that any Damages are found in a final non-appealable judgment by a court of competent jurisdiction to have resulted solely from the gross negligence or willful misconduct of the SQRD Party. Client further agrees that it will be responsible for attorneys’ fees and costs incurred by an SQRD Party in defending itself against any claim to which the SQRD Party is entitled to indemnification pursuant to this Agreement. The indemnity obligations of Client hereunder will be in addition to any liability which Client may otherwise have to SQRD and will be binding upon Client and inure to the benefit of any successors, assigns, heirs and personal representatives of SQRD.

7) LIMITS OF LIABILITY. Client hereby agrees that, to the fullest extent permitted by law, no SQRD Party shall be held liable to Client for any special, general, indirect, consequential or punitive damages, whether caused by a SQRD Party’s negligence, errors, omissions, strict liability, breach of contract, commission of tort, breach of warranty, or other causes of action whatsoever, except for gross negligence or willful misconduct of a SQRD Party. Client’s release of claims against SQRD Parties includes but is not limited to, Client’s loss of product, loss of use of equipment or facilities and loss of revenue. Client further agrees that SQRD’s total liability for any and all injuries, claims, losses, expenses, and damages whatsoever arising out of or in any way related to the Services or this Agreement for any cause of action, related to and including but not limited to, a SQRD Party’s negligence, error, omission, strict liability, breach of contract, commission of tort, breach of warranty or other cause of action, shall not exceed the total amount paid to SQRD pursuant to this Agreement. Client further agrees any claim or cause of action that it brings against a SQRD Party must be brought within sixty (60) days of the event giving rise to such claim or cause of action, after which period, such SQRD Party is forever released and discharged from any such liability.

8) EXCLUSIVE REMEDY In the event of any error, omission, or other negligence in SQRD Lab’s performance of the Services—including, without limitation, any failure to provide timely service—Client’s sole and exclusive remedy shall be a credit in the amount equal to the fees paid for the deficient portion of the Services. Any claim for such a credit must be made in writing and received by SQRD Lab within ninety (90) days following completion of the allegedly deficient Services. Upon termination of these Terms, Client shall not be entitled to any further use of any accrued credits, and all such credits shall become null and void. In no event will Client be entitled to receive cash consideration for any credits upon termination.

9) RECORD KEEPING AND CONFIDENTIALITY:

a) Client information and records are maintained in accordance with DCC Regulations §5037. While SQRD strives to maintain client confidentiality according to our Privacy Policy, client confidentiality is subject to the disclosure requirements set forth in Applicable Laws including, but not limited to, DCC Regulations §5726. Client hereby waives client confidentiality if an associated legal or regulatory body requests Client or testing information from SQRD in the course of a legal investigation or audit of laboratory activities.

b) Client unconditionally grants to SQRD a perpetual, irrevocable, non- exclusive, worldwide, royalty-free, license to use, host, copy, transmit and display Client data and any other data supplied by the Client. SQRD will use such data in an anonymous or aggregated fashion to the extent possible.

Client agrees that this license applies retroactively to all previously reported or supplied data as well as to any future data supplied by the Client or generated on behalf of the Client by SQRD, its partners or affiliates. SQRD and its licensors reserve all rights, title and interest in and to the Services it provides (including reports, data, assessments, analyses or compilations of Client Data, collected by, derived from, created by or returned by SQRD Services, including any derivative works thereof) and Content, including all related intellectual property rights. No rights are granted to Client hereunder other than as expressly set forth herein. This license shall survive the termination of this agreement.

c) Without prejudice to the right granted to SQRD to use the Client Content under these Terms, neither party may disclose the other party’s confidential information, including these Terms and any detail related to the Service Orders, to any third party, other than its duly authorized representatives, affiliates, employees or agents who have a need to know for the purpose of the Service Order and who are bound by the obligations stated herein without prior written consent of the discloser.

d) The confidentiality and non-use obligations hereunder shall not apply to information which (a) was in possession of the recipient prior to transmission by the discloser; (b) was or became accessible to the public through no fault of the recipient; (c) the recipient receives in good faith from a third party entitled to disclose it; or (d) is independently developed by the recipient, without reference to information received hereunder. In the event that either party is required by mandatory reporting obligations, applicable law or regulation or by legal process to disclose any confidential information, such party shall provide the other party with prompt notice of such request, unless otherwise prohibited. The confidential information of SQRD expressly includes, without limitation, its Software Systems and the intellectual property related thereto. If required by law to make any disclosures of Client information, SQRD reserves the right to seek reimbursement from Client for reasonable costs associated with the preparation and submission of Results, Service Reports or other Client confidential information.

e) Any Service Report or Results furnished by SQRD is furnished solely for the benefit of Client and the contents of any such Service Report or Results shall be the confidential property of Client. Client shall not at any time misrepresent the content of any Service Report, Results, or other information received from or relating to SQRD or its work on behalf of Client.

f) Client shall not, without SQRD’s prior written consent, (i) use SQRD’s name, trademark, or logo; or (ii) use any Results or Service Report in any manner which may cause harm to SQRD’s reputation and/or its business.

10) GOVERNING LAW/VENUE: The provisions of this Agreement shall be interpreted, construed and enforced in accordance with, and governed by, the laws of the State of California without reference to its conflict of laws provisions that might otherwise require the application of the law of any other jurisdiction. Any action or suits involving any question arising under this Agreement must be brought in the appropriate state or federal court in Los Angeles County, California.

11) ARBITRATION. The Parties agree that any dispute, controversy or claim arising out of or related to this Agreement or any breach of this agreement which is not resolved by a meeting of senior officers of SQRD and Client, shall be submitted to and decided by binding arbitration in Los Angeles, California. Arbitration shall be administered under the laws of the American Arbitration Association. Discovery in any arbitration proceeding shall be conducted according to the American Arbitration Association Rules to the full extent authorized by the California Code of Civil Procedure. Any arbitral award determination shall be final and binding upon the Parties. This Agreement to arbitrate is freely negotiated between the Recipient and the Disclosing Party and is mutually entered into between the Parties. Each Party fully understands and agrees that they are giving up certain rights otherwise afforded to them by civil court actions, including but not limited to the right to a jury trial. Any lawsuit or proceeding which arises out of or relates to this Agreement and for any valid reason is not arbitrated pursuant to this section shall be brought in Los Angeles County, California.

12) ATTORNEYS’ FEES. If any legal action or any arbitration or other proceeding is brought for the enforcement or interpretation of this Agreement, or because of an alleged dispute, breach, default or misrepresentation in connection with or related to this Agreement, the successful or prevailing party shall be entitled to recover reasonable attorneys’ fees and other costs in connection with that action or proceeding, in addition to any other relief to which it or they may be entitled.

13) FORCE MAJEURE. SQRD shall not be responsible for any losses due to delays or failures if such delays or failures arise out of causes beyond its control. Such causes may include, but are not limited to, acts of God or the public enemy, fire, floods, epidemics, riots, quarantine restrictions, strikes, freight embargoes, electrical outages, terrorism, computer or communications failures, and severe weather, and acts or omissions of subcontractors or third parties. SQRD shall not be liable for delays or other problems caused by unforeseen circumstances, compliance with governmental requests, laws, regulations, or breakage or failure of equipment or apparatus, or any other event beyond SQRD’s reasonable control

14) Refusal or Suspension of Services. SQRD reserves the right to suspend or refuse Services at any time, including but not limited to the following circumstances:

• Regulatory Risk or Noncompliance: If SQRD determines, in its sole discretion, that performing the Services would violate applicable laws or regulations, or if the Client’s license is suspended, revoked, or otherwise invalidated by a regulatory authority.

• Breach of Terms: If the Client breaches any material representation, warranty, or obligation under these Terms and fails to cure such breach upon reasonable notice (if curable).

• Non-Payment or Credit Risk: If the Client fails to make timely payment or fails to provide adequate assurances of its ability to pay.

• Federal Legal Risk: If a change in federal enforcement policy or applicable law renders the Services illegal or places either party at material risk of prosecution.

15) INDEPENDENT CONTRACTOR. The relationship between the parties hereunder is of independent contractor and principal. No partnership, joint venture or agency is created through the provision of the Services.

16) NO PUBLICITY; NO INTERFERENCE; NON-DISPARAGEMENT.. Except as

required by law, neither Party nor its representative shall use the other Party's name in connection with any press releases or other publication without the other Party's written consent or make statements that are professionally or personally disparaging about the other Party, its representatives or agents, products, services or business, nor will either Party file a statement or complaint with a government regulatory agency that misstates or omits the operations and activities of the other Party.

17) ASSIGNMENT. Neither this Agreement nor any of the rights or duties hereunder may be assigned or otherwise transferred by a Party without the other Party’s prior written consent. SQRD may assign or transfer some or all of its rights at any time to an affiliate provided such affiliate assumes SQRD’s obligations hereunder.

18) COMPLETE AGREEMENT. This Agreement, including all exhibits, attachments or addenda attached hereto, contains the entire agreement of the Parties hereto and supersedes all prior agreements, understandings and letters of intent between the Parties. This Agreement and its terms may not be changed orally but only by an agreement in writing signed by the Party against whom enforcement of any waiver, change, modification, extension or discharge is sought. No Party to this Agreement may rely on any representations or warranties not contained in this Agreement. These Terms and any Service Orders represent the entire agreement between Client and SQRD and supersede all negotiations, representations or agreements, written or oral. In the event of any inconsistency, these Terms will prevail over the Service Order, unless otherwise stated on the Service Order, and over any terms and conditions included in Client’s purchase order or any other document unless expressly accepted by SQRD in writing. The obligations set forth in Sections 2, 3, 4, 6 and 7 shall survive the termination of the commercial relationship between the parties. In the event that any of the provisions of these Terms are or become null or void, such provisions shall be deemed to have been deleted from these Terms and the remaining provisions hereof shall remain valid and enforceable.