BETA MEMBERSHIP AGREEMENT

This Beta Agreement (“Agreement”) is made by and between Catalyst Compliance LLC, a New York limited liability company with a registered office address at 1230 Avenue of the Americas, 16th Floor, New York, New York, 10020, doing business as Growv, (“Company”) and the individual or business entity set forth on the Beta Member Registration Form submitted to Company (“Member”). Company and Member may be referred to individually as a “Party” and collectively as the “Parties.”

RECITALS

Company is an online platform that provides access to a regulatory compliance library for use by licensed cannabis business operators or individuals and companies pursuing a cannabis business license (“Knowledge Center”);
Company owns the material contained in the Knowledge Center and Member desires to have access to them and obtain the right and limited license to use the materials on the terms and conditions set forth in this Agreement;
Company is in the beta phase of developing its Knowledge Center from the time of executing this Agreement until December 31, 2024.
Member wishes to work with Company during the beta phase for the purpose of providing feedback to Company.

ACCORDINGLY, in consideration of the mutual promises and covenants contained herein, and intending to be legally bound hereby, the Parties agree as follows:

Member’s Rights. By Member’s participation in this Agreement, and with the initial purpose of testing and evaluating the Knowledge Center, Company grants Member a non-exclusive, non-transferable, non-assignable, non-delegable, and revocable limited license to access and use Company’s materials contained in the Knowledge Center (“Content”) according to the terms, conditions, and limitations in this Agreement. Company reserves the right to add, modify, or delete Content in the Knowledge Center at its sole discretion and without previous notice to Member.
Terms of Usage.

Account Setup and Use: Member must create an account to use the Knowledge Center. Member must provide Company with requested information including, and not limited to, their full name and email, name of licensed business, license number, and city and state where the business license was issued. If any of the information provided to Company changes, Member is required to update the information immediately. By providing user information, Member represents and warrants that all account and contact information provided to Company is true and accurate.
No Shared Access: Access to the Knowledge Center is limited to one user per account (“Member Account”). If Member is a business entity a representative will be designated as user, and that user will have sole access to the account unless a group membership is separately agreed to. Member is not permitted to share login credentials with other users or third parties.
Prohibition of Transfer or Sale. Member understands and agrees that all Content subject to this Agreement may not be transferred, sold, assigned, or otherwise disposed of, whether voluntary or by operation of law, to third parties other than to the Company or its designees. Any purported transfer, sale, or assignment is void and unenforceable.
Account Activities: Member is the sole authorized user of the Member Account and is responsible for maintaining the accuracy and confidentiality of their login information. Member is solely and fully responsible for all activities that occur under their Member Account. If Member suspects that any unauthorized party has access or is using the Member’s Account, or suspects a breach of security, infringement, or any other violation of this Agreement, Member will cease all use of the Member Account and will immediately contact Company by email at support@thegrowv.com to notify of the potential or actual unauthorized access.
Not included. The limited license granted under this Agreement does not include Company’s consulting services, Company’s answers to Member’s questions, or access to Company’s materials other than the Content provided in the Knowledge Center.
Consent to Contact through Email: Member consents and agrees that Company may use their email address(es) to contact Member regarding use of the Knowledge Center and system maintenance activity.
Member Suggested Improvements: Company may solicit Member’s feedback throughout the Term (as defined below). Feedback may include, and is not limited to, suggested changes or modifications to the Company platform or the information and reports contained therein, and ideas or recommended enhancements. Feedback should be sent in writing to support@thegrowv.com. Member has the option to provide feedback or not. If Member provides requested feedback, Member agrees that Company reserves the right to incorporate, address, respond to, or ignore feedback. In the event Company receives written or oral feedback from Member and decides to make changes or revisions based on that feedback, all improvements, updates, enhancements, or modifications remain the property of the Company, as further specified in Section 6. Member acknowledges and expressly agrees that any contribution of feedback does not grant Member any right, title, or interest in the Company or any of the intellectual property rights associated with Company. All Member provided feedback is the sole and exclusive property of Company and Company may use and disclose feedback in any manner and for any purpose whatsoever without further notice or compensation to Member and without retention by Member of any proprietary or other right or claim.

Pricing. During the Beta Term of this Agreement (as defined below), Member is not required to pay any fees for usage of the Knowledge Center. However, upon the Initial Term and during any Renewal Period, as described in Section 4, the following terms apply to membership fees and payment:Published Pricing: Pricing information is found on www.thegrowv.com. Company charges Member and Member pays the fee to use the Knowledge Center in advance of Company providing access to the Knowledge Center.

Monthly Payment: Member is invoiced on the date of Member’s billing period each month until the Member’s Account is canceled or terminated. If payment is by credit card, charges occur automatically to the credit card on file upon registration and monthly thereafter until Member’s Account is canceled or terminated.
Payment Declined: If (i) Member does not timely pay all fees, (ii) the credit card is rejected, or (iii) Company is otherwise unable to process the payment for any reason, Member’s Account status will be suspended and Member will no longer have access to Member’s Account or use of Content from the Knowledge Center. In such cases, Company will notify Member as soon as practical and Member may reactivate Member’s Account by paying the amount due and updating their payment information.
Modifications to Pricing: Company reserves the right in its sole discretion to modify pricing, pricing structure, or pricing plans. Company reserves the right to offer pricing at different rates to its Members based on jurisdiction, license types, service packages acquired from Company, or any other reason at Company’s sole discretion. In the event Company modifies pricing, Member will receive a notification of the change and its effective date. The effective date of new pricing is no less than 90 days after the date of notification.
Debt Collection: Company reserves the right to engage a collection agency to recover outstanding debts and to assign or transfer Member’s debt to a collection agency. Member agrees that a collection agency has the right to engage in various collection methods and activities to recover debt, including phone calls, electronic communication, mail, or negotiation of payment arrangements.

Term. This Agreement commences on the date Member is permitted to use the Knowledge Center (“Effective Date”). The Beta Term commences on the Effective Date and ends on December 31, 2024 (“Beta Term”). On January 1, 2025, membership continues in effect for an initial term of one (1) year ("Initial Term") unless earlier terminated as provided in section 5. This Agreement automatically renews on January 1 of each year for successive periods of one (1) year (each, a "Renewal Period" or collectively "Renewal Periods"), unless either Party provides the other Party written notice of non-renewal at least sixty (60) days prior to the end of the then-current term. The Beta Term, Initial Term, and any Renewal Periods, are referred to as the "Term."
Termination.

Early Termination by Company. Company reserves the right to deny or remove Member’s access to the Knowledge Center for any reason or For Cause at any time regardless of any notice provision to the contrary. “For Cause” includes and is not limited to:

Company determination that Member’s use of the Knowledge Center, or any part thereof, is not permitted under the laws of Member’s jurisdiction.
Member’s breach of any provision of this Agreement or failure to perform any of its obligations under this Agreement;
Any act committed by Member that publicly denounces, slanders, defames, or denigrates Company, its oﬃcers, principals, or agents either orally, visually or in writing, including through digital or electronic means or other methods.
Member misrepresentations or omission relating to this Agreement, or in connection with the membership application process.
Member engagement in conduct that would reﬂect unfavorably upon Company or upon the operation and reputation of Company's business, including, without limitation, a criminal act, or conduct or misconduct that would raise a substantial question about the Member’s ﬁtness or ability to use Company’s Knowledge Center.
Dissolution of Member if Member is a business entity.

Early Termination by Member: If Member desires to terminate this Agreement for any reason during an Initial or Renewal Term, it must notify Company at support@thegrowv.com. Member will pay the balance of all outstanding amounts due for the remainder of the Term.
Obligations after Termination. In the event of termination, these provisions apply:

If Company terminates this Agreement For Cause, Company is entitled to direct and consequential damages resulting directly or indirectly from Member’s non-compliance, including attorneys’ fees, costs, and expenses;
Termination of this Agreement does not extinguish any outstanding obligation of Member to pay fees due Company as prescribed in Section 3 and 5.b;
Member will immediately cease use of the Knowledge Center.

Proprietary Property Ownership.

Proprietary Property. Any Content, information, ideas, concepts, improvements, inventions, discoveries, suggestions, trademarks, service marks, trade names, and copyrightable works that are in the Knowledge Center and relate to present or anticipated business activities of the Company (collectively referred to as “Proprietary Property”), which the Member receives, either jointly or with others, at any time during this Agreement, are the property of the Company. Member acknowledges and agrees that Company owns all right, title, and interest in the Content (including without limitation any and all patent, copyright, trade secret, trademark, show-how, know-how and any and all other intellectual property rights therein or related thereto), and Member agrees not to take or fail to take, any action or actions inconsistent with such ownership interests.
Violations and Penalties. Member does not acquire any rights or licenses to Proprietary Property, including copyrights, trade secrets, trademarks, or other intellectual property rights on account of this Agreement, except as provided in Section 1 of this Agreement. Any attempt by Member to do any of the following is a violation of Company’s rights:

Directly or indirectly sell, assign, transfer, sublicense, loan, or distribute Content in an unauthorized manner;
Copy, reproduce, adapt, translate, or create derivative works of Content;
Store, localize, or import Content in any unauthorized manner;
Harvest or scrape any Content or data from Company;
Violate any copyright laws;
Share login information or publish Proprietary Property elsewhere without permission.

It is an intellectual property infringement if Member breaches the restrictions listed above. In such event, Member Account will immediately be suspended and Member is subject to criminal prosecution and civil damages under section 506(a) of the17 U.S. Code and section 2319 of the 18 U.S. Code.

In addition, Member acknowledges that a breach of this section 6 results in irreparable damage to Company for which there may be no adequate remedy at law. Member agrees that, in the event of breach or threatened breach, Company has the right to seek injunctive relief from a court of competent jurisdiction to prevent the continuing or threatened breach. The Parties agree that this remedy is not exclusive and that Company may also seek and obtain any other available relief, including recovery of damages. Company is entitled to recover costs, including reasonable attorney’s fees in any successful action to enforce this Agreement.

Confidentiality.

Confidential Information. Member acknowledges that during the Term, they will have extensive access to Company’s Content that is proprietary to Company, whether or not owned or developed by Company, and which Member may obtain through direct or indirect contact with Company. Any knowledge or information in any form acquired continues to be proprietary and Confidential Information of Company. Further, “Confidential Information” means the terms of this Agreement and all written or oral information that has or could have commercial value or other utility in the business in which Company is engaged or contemplates engaging, or the unauthorized disclosure of which could be detrimental to the interests of Company. Confidential Information includes, without limitation, information relating to Company’s processes, methodologies, business methods, inventions, discoveries, trade secrets and secret processes, design concepts, material libraries and compiled data, passwords, existing and potential clients, existing and potential contacts, existing and potential business, manuals, financial data, templates (e.g., plans, protocols, reports, questionnaires, instructions, presentations, and the like), businesses models, flow charts, ideas, systems, methods of operation, business and marketing plans, research and development work, technology, and materials expressly designated as “Confidential” by Company. Confidential Information also includes third-party information that is in Company’s possession under an obligation of confidential treatment. Confidential Information includes not only information disclosed by Company, but also information developed or learned by Member during this Agreement.
Not Included. Confidential information does not include information Member can prove through their own written documentation (i) was publicly known at the time of disclosure to the Member, (ii) became publicly known or available thereafter other than by means in violation of this Agreement or any other duty owed to the Company by the Member, (iii) was lawfully disclosed to the Member by a third party, or (iv) was already in Member’s possession prior to disclosure hereunder, without any obligation of confidentiality, direct or indirect, to Company.
Duty to Protect Confidential Information. Member covenants and agrees that they will hold Confidential Information in strict confidence, will not use, disclose, divulge, or publish Confidential Information at any time, and will undertake the following additional duties, and additional steps reasonable under the circumstances:

Not copy, reproduce, sell, assign, license, market, transfer, or otherwise dispose of, give, or disclose, Confidential Information to third parties;
Take all steps necessary to prevent disclosure to any other person or entity;
If Member is a business entity, advise each of its officers, directors, employees, members, or agents who may be exposed to Confidential Information of their obligations to keep the information confidential;

Immediately notify Company of any potential, suspected or actual unauthorized use, copying or disclosure of Confidential Information.

Disclosure and Injunctive Relief. Member understands that if Member discloses to third parties, uses for the Member’s own benefit or for the benefit of third parties, or copies or makes notes of any confidential or proprietary information or trade secrets of Company, it is a breach of contract and breach of confidence and trust bestowed upon Member by Company. Member expressly agrees that injunctive relief, in addition to any other remedies provided by law or in equity, may be necessary and appropriate in the event of any such conduct by Member.
Required Disclosure. Nothing prevents disclosure of Confidential Information if required by applicable law or regulation, or under the valid order of a court of competent jurisdiction or an authorized government agency, provided that the disclosure does not exceed the extent of disclosure required by the relevant law, regulation, or order. Member agrees to provide written notice of any such order to Company immediately upon receiving such order. Company reserves the right to contest the order or seek confidentiality protections, as determined in Company’s sole discretion.

Members’ Representation and Warranties. By Member’s acceptance of this Agreement, Member agrees, understands, represents, and warrants that:

Age Restriction: Member is at least twenty-one (21) years of age.
Licensed or Pursuing Operator Requirement: Member is a licensed cannabis business operator or is an individual or business actively in the process of applying for a cannabis business license. Member agrees to provide evidence of active license or license pursuit application to Company no later than three (3) days after the Effective Date.
Compliance with Local, State & Federal Laws: Member will only use Content contained in the Knowledge Center in full compliance with the laws and regulations of the Member’s jurisdiction or any other jurisdiction where Member conducts or desires to conduct business. This includes all applicable federal, state, and local laws, and all regulations that relate to cannabis and the execution of this Agreement. Member accepts exclusive responsibility and liability for complying with all applicable federal, state, and local laws and regulations including, and not limited to, those related to cannabis, and is responsible for, and indemnifies and defends Company against any liability resulting from Member’s failure to comply.
Authority. If Member is a business entity:

That it is duly organized, validly existing, and in good standing under the laws of the state where it is incorporated and organized, with all requisite power and authority to enter into this Agreement and to conduct its business,
That all actions necessary for the authorization, execution, and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly taken, and
That the execution and delivery of this Agreement, and the consummation of the transactions contemplated hereby, does not conflict with, or contravene the provisions of its organizational documents or any agreement or instrument by which it or its properties are bound, or any law, rule, regulation, order, or decree to which the entity or its properties are subject.

Limit on Liability. With respect to this Agreement, in no event is Company liable to Member or any third party for any indirect, special, or consequential damages including investments, leases, or commitments made in connection with the activities or goodwill of either Party, lost revenue, proﬁts, lost data, and the like arising out of or in connection with this Agreement or its termination, whether for breach of warranty or any obligation arising therefrom or otherwise, whether liability is asserted in contract or tort (including negligence and strict product liability), and irrespective of whether the Parties have advised or been advised of the possibility of such losses or damages. THE TOTAL LIABILITY OF COMPANY IS LIMITED TO THE AMOUNT PAID BY MEMBER TO COMPANY FOR THE LIMITED LICENSE DURING THE TERM. EACH PARTY ACKNOWLEDGES AND AGREES THAT THE FOREGOING LIMITATIONS ARE AN ESSENTIAL ELEMENT OF THE BARGAIN BETWEEN THE PARTIES.
Indemnification. Member indemnifies, defends, and holds Company harmless from and against all actions, claims, liabilities, judgments, settlements, losses, damages, expenses, and costs (including court costs, expert witnesses, and attorney’s fees), arising from or related to any third-party claim, suit, or proceeding brought against Company that arises from or is related to:

Member’s breach or alleged breach of any of their representations, warranties or covenants in this Agreement or breaching any of its obligations described herein;
Infringement or misappropriation by Member of any Proprietary Property of Company or right of any third party;
Property damage, personal injury or death based on Member's negligence, recklessness, willful misconduct, acts, or omissions in the use of Company’s Content; or
Any other actions, claims, liabilities, losses, damages, expenses, and costs arising out of Member’s use of Company’s Content and this Agreement.

Warranty Disclaimer. All of the rights provided hereunder, including access to the Content, are provided by Company to Member “as is” and on an “as available” basis with all faults and without warranty of any kind. COMPANY MAKES NO WARRANTIES OR REPRESENTATIONS TO MEMBER WITH RESPECT TO ANY INFORMATION DISCLOSED OR PROVIDED BY THE COMPANY AND DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING AND NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE.
Content Disclaimer. Company does not warrant that Content will meet Member’s requirements or that Content will be compatible with their systems, devices or applications. Some information contained on Company’s platform is derived from state websites. Neither Company nor its third-party content providers make any representation or warranty (express or implied) about the accuracy or completeness of the information contained on the Knowledge Center. Company and its third-party content providers, their owners, directors, officers, members, partners, employees and agents, accept no liability, and disclaim all responsibility, for the consequences of Member or anyone else acting, or refraining from acting, in reliance on the information contained in the Knowledge Center or for any decision based on it. Content may contain applicable state and local rules and regulations, or summaries of regulations.
Not Legal Advice. No Content or any information provided by Company constitutes legal advice. It does not and is not intended to replace legal advice from legal counsel. Company does not represent or warrant that Content will always reflect the most current developments in applicable law, or amendments thereto. Company disclaims, and Member waives, all liability with respect to actions Member may take or not take based on the Content provided to Member by Company to the fullest extent permissible by law.
Assumption of Risk: Member assumes all risks known and unknown, foreseeable, and unforeseeable, or in any way connected with Member’s use of the Content contained in the Knowledge Center. Member accepts personal responsibility for any liability, loss, death, criminal arrest, and prosecution, or damage in any way connected with Member’s use of Company’s Content or any part thereof. Member remains responsible at all times for their actions and omissions, the actions, and omissions of Member’s employees, and ultimately for Member compliance or non-compliance with any applicable law whether federal, state, or local. Please be advised that compliance with the information contained on the Knowledge Center does not guarantee compliance with local, state, or federal law and does not insulate Member from enforcement actions by any third-party or governmental entity.
Additional Provisions

No Waiver. Any failure to invoke any right, condition, or covenant in this Agreement by either Party does not imply or constitute a waiver of rights, condition, or covenant and neither party may rely on such failure.
Notices.

Addresses. Any notice required or permitted under the Term or required by law must be in writing, sent to the following email address:

If to Company: support@thegrowv.com
If to Member: Notices will be sent to the Member’s email address provided on the Beta Member Registration Form.

Notice Date. Any notice given under this Agreement is sufficient if it is in writing and effective (i) when delivered personally, (ii) three business days after being sent by certified mail to the person to whom notice is being given at the address in this Agreement (or other more current address sent to the other party in writing), or (iii) when sent electronically with confirmation receipt or other documented evidence such as a “read receipt.”

Dispute Resolution. The Parties will attempt in good faith to promptly resolve any dispute arising out of or relating to this Agreement. Either Company or Member may give the other written notice that a dispute exists (“Notice of Dispute”). The Notice of Dispute will include a statement of the Party’s position. Within twenty (20) business days of the delivery of the Notice of Dispute, the Parties will meet at a mutually acceptable time and place, and thereafter as long as they both reasonably think necessary, to exchange relevant information and attempt to resolve the dispute. Any meetings may take place electronically as mutually agreed. No formal proceedings relating to the dispute may be started (except for an action for equitable relief) until the Parties conclude in good faith that amicable resolution through continued negotiation of the matter in dispute does not appear likely, provided however that requests for injunctive and other equitable relief may proceed. If the Parties are unable to resolve the dispute within a reasonable period, (but in no event more than sixty (60) days from the date of receipt of Notice of Dispute), the Parties will submit the dispute for non-binding mediation by a single mediator, competent in the issues involved, in accordance with the Uniform Mediation Act of New York, utilizing rules and procedures in place at the time of the dispute. Each Party will pay their own costs and attorneys’ fees associated with mediation, and they will share the cost of the mediator equally.
Severability. If any term, condition, or provision in this Agreement is found to be invalid, unlawful, or unenforceable to any extent, the Parties will endeavor in good faith to agree to amendments that will preserve, as far as possible, the intentions expressed in this Agreement. If the Parties fail to agree on an amendment, the invalid term, condition, or provision will be severed from the remaining terms, conditions, and provisions, which will continue to be valid and enforceable to the fullest extent permitted by law or if a court is making the determination, the court has the power to reduce or limit the scope, duration, area, or other factor, and the provision is then enforceable in its reduced or limited form.
Survival of Certain Terms. Any provision that imposes an obligation upon any Party after termination or expiration survives the termination or expiration.
Entire Agreement and Amendments. This Agreement constitutes the entire agreement of the Parties with regard to the subject matter hereof, and replaces and supersedes all other agreements or understanding, whether written or oral. No amendment or extension of this Agreement shall be binding unless in writing and signed by both parties.
Federal Legalization: Cannabis is a Schedule I controlled substance under the Controlled Substances Act, 21 USC § 801, et seq., and, therefore, the possession, cultivation, and distribution thereof, or conspiring with or assisting others to do the same, is federally illegal and can result in significant criminal and civil penalties. Company makes no representation to the contrary.
Binding Eﬀect; No Assignment. This Agreement is binding upon and inures to the beneﬁt of the Member and the Company and to Company’s successors and assigns. Member may not transfer, assign, or subcontract any of Member’s responsibilities or other obligations under this Agreement without Company’s prior written consent, and any assignment without written consent is null and void. The rights and benefits of Company under this Agreement to the services of Member may be assigned to a successor corporation or business entity engaged in substantially the same business, and Member agrees to work for that successor under the terms and conditions of this Agreement.
Governing Law. This agreement is governed by and construed in accordance with the laws of the State of New York, including all matters of construction, validity, and performance, without regard to conflict of laws principles. Each of the Parties consents and voluntarily submits to personal jurisdiction in the State of New York and in the courts in New York located in New York County in any dispute or claim arising out of or in connection with this agreement.
Privacy Policy. Company practices regarding privacy and communicating with those using the Company’s services are described in the Company’s Privacy Policy, which is available on the Company’s website: www.thegrowv.com.

By checking the box on the Beta Member Registration Form, the Member agrees to all the terms and conditions of this Agreement.

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