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Budcheck LLC

Professional Services Subscription Agreement

This Professional Services Subscription Agreement (“Agreement”) is made and entered into as of the date you signed up for the Services (“Effective Date”) by and between Budcheck LLC (“Budcheck”), a Delaware Limited Liability Company, and the customer identified on the online subscription form and whose payment method is being charged (“Customer”). By subscribing and creating an account, you are agreeing to this Agreement on behalf of the Customer.

  1. Services. Budcheck agrees to provide professional grading services as described herein (the “Services”) on the frequency described in the Subscription Plan. Budcheck may use subcontractors to provide the Services. The Services will include:
    • Sizing & Scoring: evaluation of both size and quality of cannabis material;
    • Grow Category: categorization of Customer’s cannabis material based on various factors, such as strain and growth method;
    • Certification: a certificate of grading deliverable as described in Section 6(b)

The Services will be provided and used only in the State of Washington. Customer agrees it will not use any part of the Services to create a product or service that competes with Budcheck or the Services.

  1. Customer Responsibilities. Customer will provide Budcheck with the cooperation, access, and detailed information reasonably necessary for Budcheck to deliver the Services, including, where applicable, complete preparation of all cannabis material to be graded during a visit. Customer will contact Budcheck to schedule and confirm all visits based on the number of visits set forth on the subscription pricing page (the “Subscription Plan”) currently located at https://www.bud-check.com/pricing/, which is incorporated into this Agreement by reference. Customer will create an account via the Budcheck online portal (“Online Portal”) and Customer authorizes Budcheck to process any and all account transactions initiated through the use of the password or passphrase that Customer establishes through the Online Portal. Customer is solely responsible for maintaining the confidentiality of such password and/or passphrase. Customer’s use of the Online Portal will not: (i) violate any state law, statute, ordinance, regulation, or industry guideline (including those governing privacy, publicity, consumer protection, intellectual property, data security standards, unfair competition, antidiscrimination, criminal activities, or false advertising); (ii) contain any viruses, Trojan horses, worms, time bombs, cancelbots, easter eggs, or other computer programming routines that may damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data, or personal information, or disable any system, software, or hardware that is intended to encrypt, obscure, or protect data or personal information; (iii) involve selling Customer’s account other than as part of a sale of Customer’s business and with Budcheck’s prior written consent; (iv) create liability for Budcheck or its subcontractors or expose them to undue risk or otherwise engage in activities that Budcheck, in its sole discretion, determines to be harmful to Budcheck’s operations, reputation, or goodwill; and (v) bypass, disable, or override any restrictions, security measures, or other limitations on Customer’s account or access to the Services. Budcheck will be excused from its failure to perform any obligation under the Services described in Section 1 to the extent such failure is caused by Customer’s delay or failure to perform its responsibilities under this Agreement.
  2. Pricing, Payment, and Cancellation.
    • Customer will choose a plan and shall pay the fee (“Subscription Fee”) as set forth on the Subscription Plan currently located at https://www.bud-check.com/pricing/. Your “Subscription Term” begins on the Effective Date and continues for the period specified for your Subscription Plan. At the end of each Subscription Term, the Subscription Plan will renew for the same Subscription Term unless otherwise updated or cancelled.
    • Customer (i) will provide Budcheck with a valid and current payment method (“Payment Method”) (ii) will be billed on a recurring basis starting on the Effective Date and subsequently on the first day of each new Subscription Term and, (iii) will pay and authorize Budcheck to charge Customer’s payment method the then-current Subscription Fee. Customer authorizes Budcheck to charge the Payment Method associated with Customer’s account. If a payment is not successfully settled, due to expiration, insufficient funds, or otherwise, and Customer does not cancel the Services as set forth below in section 3(f), Budcheck may suspend the Services until Budcheck has successfully charged a valid Payment Method. For some Payment Methods, the issuer may charge you certain fees, such as foreign transaction fees or other fees relating to the processing of your Payment Method. Check with your Payment Method service provider for details.
    • Budcheck may update the Subscription Fee for its Services from time to time by providing notice to the Customer and by posting the new Subscription Plan at https://www.bud-check.com/pricing/. Any updates shall take effect at the beginning of Customer’s next Subscription Term. If Customer does not accept a change in the Subscription Fee or Subscription Plan, then Customer may terminate the Services as set forth below in section 3(f).
    • Customer understands that all fees are non-refundable. Budcheck will provide no refunds or credits for partial months of service, or refunds for Services unused with an open account. In order to treat everyone equally, no exceptions will be made.
    • All Subscription Fees are exclusive of sales and other taxes of any jurisdiction and Customer is solely responsible for payment of (or reimbursement for) any applicable foreign, federal, state, local and city taxes, except for any taxes based on Budcheck’s income.
    • Customer may cancel the Services at any time, and you will continue to have access to the Services through the end of the then-current Subscription Term. [
  3. Modification of Services. Either party may request proposed changes to the Services. Any changes or modifications to the Services proposed by the Customer must be made in writing to Budcheck. Neither party shall have any obligation with respect to any changes to the Services until such writing is acknowledged by the other party.
  4. Confidential Information. Budcheck may provide or otherwise make available Confidential Information to the Customer. Budcheck is the “Disclosing Party,” and the Customer is the “Receiving Party.” “Confidential Information” means all information that is labeled confidential or that is provided under circumstances or of a nature reasonably indicating confidentiality. The Disclosing Party retains ownership of all of its Confidential Information. During the term of this Agreement and for two (2) years after the termination or expiration of this Agreement, the Receiving Party shall (a) use the other’s Confidential Information (as herein defined) only to exercise its rights and to perform its obligations under this Agreement, (b) protect the other party’s Confidential Information by using the same degree of care it uses to protect its own information of a like nature, but no less than a reasonable degree of care, and (c) only disclose the Confidential Information to its employees, consultants, and subcontractors who have a need to know such Confidential Information to perform its obligations under this Agreement. The Receiving Party shall promptly return all copies of Confidential Information at any time upon request or within thirty (30) days following termination of this Agreement. Notwithstanding anything to the contrary, if the Receiving Party is compelled to disclose any Confidential Information of the Disclosing Party pursuant to a subpoena, order, process, or other requirement of a judicial or other governmental authority of competent jurisdiction (each a “Legal Order”), the Receiving Party may disclose such Confidential Information on the condition the Receiving Party (unless prohibited) (a) notifies the Disclosing Party as soon as practicable prior to making such disclosure, (b) provides any reasonably requested assistance to the Disclosing Party in obtaining a protective or similar order, and (c) only discloses that portion of such Confidential Information that, in the opinion of the Receiving Party’s legal counsel, the Receiving Party is legally compelled or otherwise required to disclose.
  5. Customer Information, Report, and Certificate.
    • Customer Information. By providing information to Budcheck in connection with Budcheck’s performance of the Services (“Customer Information”), Customer represents and warrants: (i) Customer own or otherwise has all necessary rights to the Customer Information and the rights to use it as provided in this Agreement; (ii) all information Customer provides is true, accurate, current and complete, and does not violate this Agreement; and, (iii) the Customer Information will not cause injury to or violate any rights of any person or entity. Customer grants Budcheck a royalty-free, perpetual, irrevocable, non-exclusive right and license to use, copy, modify, display, archive, store, distribute, perform, display, reproduce, and create derivative works from any Customer Information, in any form, media, software or technology of any kind now existing or developed in the future. Without limiting the generality of the previous sentence, Customer authorizes Budcheck to use Customer’s name and any other information in connection with its use of the Customer Information. Customer also grants Budcheck the right to use any material, information, ideas, concepts, know-how or techniques contained in any communication Customer sends Budcheck for any purpose whatsoever, including but not limited to developing, manufacturing, and marketing products using such information. All rights in this paragraph are granted without the need for additional compensation of any sort to Customer.
    • Report. Budcheck may generate certain qualitative and quantitative data based on the Customer Information provided by Customer to Budcheck, as well as Budcheck’s observations, opinions, and assessments conducted in connection with the performance of the Services under this Agreement (collectively, the “Report”). The Report is Confidential Information of Budcheck and shall be handled pursuant to the above Section 5. As between the parties, and subject to the licenses granted in Section 6(a), Budcheck owns all right, title, and interest in and to the Report, including all intellectual property rights therein.
    • Certificate. Based on the Report described in Section 6(b), Budcheck will provide a certificate of grading or similar designation reflecting Budcheck’s assessment of Customer’s cannabis material (a “Certificate”). Budcheck will make the Certificate available to Customer via the Online Portal and may periodically update the Certificate. Subject to the terms and conditions of this Agreement, Budcheck hereby grants Customer, during the Term, a limited, nonexclusive, non-sublicensable, non-transferable license for Customer to: (i) access and download the Certificate via the Online Portal; and (ii) access, use, download, copy, publish, display, and distribute copies of the Certificate solely in connection with Customer’s lawful internal uses or marketing or promotional purposes, including without limitation, for use in packaging, marketing materials, advertisements, and in trade publications relating to customer’s products or services (“Permitted Uses”). Except as expressly permitted in this Agreement or with the consent of Budcheck, Customer shall not, and shall not allow any third party to: (i) modify, correct, adapt, translate, enhance, materially alter, obscure portions of any content displayed on the Certificate, including (without limitation) any Budcheck trademarks, service marks or tradenames (“Budcheck Marks”), or otherwise prepare derivative works of or improvements to the Certificate, or any part thereof, provided that Customer may copy, publish, or display the Certificate in connection with the Permitted Uses and may reasonably adapt the Certificate for such Permitted Uses (e.g. colorization or display formatting); (ii) use the Certificate, in whole or part, for purposes of: (A) benchmarking or competitive analysis, or for any commercial purpose other than the Permitted Uses; or (B) developing, using, or providing a competing product or service; (iii) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available the Certificate, or part thereof, to any third party; or (iv) use or make available the Certificate except as expressly authorized under this Agreement. Subject to the terms and conditions of this Agreement, Budcheck grants Customer a limited, non-transferable, limited license to use the Budcheck Marks solely to the extent displayed on the Certificate and solely in connection with Customer’s Permitted Use of the Certificate. All goodwill relating to the Budcheck Marks inures to the benefit of Budcheck.
    • Certificate Disclaimer. The information provided in the Certificate reflects the opinions and observations of BUdcheck and is not guaranteed or warranted to be accurate by Budcheck, nor is it necessarily comprehensive or exhaustive. Nothing in the Certificate is intended to relieve the Customer from forming its own opinions and conclusions with respect to the matters addressed in the Certificate. Budcheck will have no liability under this Agreement for the content of or opinions expressed in the certificate, or any errors or omissions associated with the Certificate.
  6. Representations and Warranties; Disclaimer.
    • Warranties. Each party represents and warrants to the other that (a) it has all requisite power and authority to enter into this Agreement, and to perform its obligations under this Agreement. Customer’s sole and exclusive remedy, and Budcheck’s sole liability, for breach of any warranty is and will be termination as provided in Section 10.
    • Disclaimer. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION 7, BUDCHECK DOES NOT MAKE ANY EXPRESS, IMPLIED, ORAL OR WRITTEN, STATUTORY OR OTHERWISE, REPRESENTATIONS OR ENDORSEMENTS OF ANY KIND WHATSOEVER (INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NON­INFRINGEMENT) WITH REGARD TO THE SERVICES OR ANY DELIVERABLES. ALL SERVICES AND DELIVERABLES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS.
  7. Limitation of Liability. IN NO EVENT WILL EITHER PARTY, OR ANY OF ITS OR THEIR RESPECTIVE OFFICERS, DIRECTORS, TRUSTEES, EMPLOYEES, BE LIABLE FOR (AND EACH PARTY, AS APPLICABLE, EXPRESSLY WAIVES ANY RIGHT TO MAKE A CLAIM FOR OR RECOVER): (A) PUNITIVE LOSSES OR DAMAGES, OR (B) INDIRECT, INCIDENTAL OR CONSEQUENTIAL LOSSES OR DAMAGES, DIMINUTION IN VALUE, ECONOMIC LOSS, OR LOSS OF DATA, REVENUES OR PROFITS, WHETHER BASED IN CONTRACT, TORT, STRICT LIABILITY, OTHER LAW OR OTHERWISE, AND EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBLE EXISTENCE OF SUCH LIABILITY.  THE MAXIMUM AGGREGATE LIABILITY OF EACH PARTY UNDER THIS AGREEMENT FOR ANY AND ALL CLAIMS IN CONNECTION HEREWITH (INCLUDING CLAIMS RELATING TO THE PERFORMANCE OR BREACH OF THIS AGREEMENT), WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY) OR OTHERWISE, AT LAW OR EQUITY, WILL NOT EXCEED THE AGGREGATE FEES PAID OR PAYABLE BY CUSTOMER TO BUDCHECK DURING THE TWELVE (12) MONTHS PRECEDING THE INCIDENT THAT GAVE CAUSE TO THE DAMAGES.  THE FOREGOING LIMITATIONS APPLY EVEN IF ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE. The terms of this Section 8 do not apply to (a) Customer’s payment obligations, or (b) any liability that cannot be limited under law. 
  8. Term. This Agreement begins on the Effective Date and continues for the Subscription Term or until termination. The Agreement will automatically renew at the end of each Subscription Term.
  9. Suspension; Termination; and Effect. Budcheck may suspend the Services if Budcheck believes (a) Customer has violated or otherwise failed to comply with the terms of this Agreement, (b) Customer fails to pay any Subscription Fee due, or (c) Customer has been, or is likely to be involved in any infringing, fraudulent, misleading, harmful, or unlawful activities relating to or in connection with the Services. Budcheck will not have any liability due to any suspension pursuant to this Section. Budcheck will resume Services upon full resolution of the issue(s) giving rise to the suspension.  Either party may terminate this Agreement immediately upon written notice to the other party in the event of a material breach of this Agreement by the other party, which breach remains uncured for a period of thirty (30) calendar days after written notice reasonably specifying the nature of the breach is given to the breaching party.  Upon the termination of this Agreement except by Customer for Budcheck’s material breach, Customer shall pay all Subscription Fees within thirty (30) days that would have become payable had the Agreement remained in effect until expiration of the then-current term.  Sections 5, 6(d), 7(b), 10, and 8 through 12 and any other provision necessary to interpret the respective rights and obligations of the parties under this Agreement will survive any termination of this Agreement.
  10. Independent Contractor Status. The relationship of the parties is that of independent contractors. Nothing in this Agreement, and no course of dealing between the parties, will be construed to create or imply an employment or agency relationship or a partnership or joint venture relationship between the parties or between one party and the other party’s employees or agents. Neither party has the authority to bind the other party in any manner.
  11. General Provisions.
    • Non-Solicitation. Customer shall not solicit, hire or otherwise engage any Budcheck employee during the term of this Agreement and for a period of one (1) year thereafter. Customer’s solicitation, hiring or engagement of any Budcheck employee who applies for a position in response to Customer’s general solicitation for employment or other engagement, which is published in media of mass communication or through other standard practices not targeted to a particular person, will not be a breach of this Section 12(a).
    • Force Majeure. A party’s non-performance of its obligations under this Agreement is excused if caused by an event beyond such party’s reasonable control, including without limitation: acts of civil or military authority; acts of terrorism; shortage of adequate power, internet or telecommunications; civil disturbance; war; explosions; fires; labor strikes; earthquakes; pandemics or delays caused by viruses, diseases or similar health risks; floods or other acts of God (“Force Majeure Event”).  The party claiming relief under this Section 12(b) must give notice to the other party (describing in reasonable detail the nature of the Force Majeure Event) and shall take steps to resume performance as soon as possible.  The party not claiming a Force Majeure Event may terminate this Agreement if the other party does not resume performing its obligations within thirty (30) calendar days of the day the Force Majeure Event notice is sent.
    • Governing Law; Venue; Dispute Resolution. This Agreement will be governed by the laws of the State of Washington, without regard to its conflict of law principles. Any action arising out of or relating to this Agreement must be brought in the state courts of King County, Washington, and the parties expressly consent to such courts’ exclusive jurisdiction and irrevocably waive any objection with respect to the same, including any objection based on forum non conveniens. 
    • Entire Agreement. This Agreement and any other exhibits to and/or documents incorporated by reference, represents the entire agreement between the parties.  The terms and conditions of this Agreement supersede any prior verbal or written communications or conflicting proposal material concerning the subject matter of this Agreement and the parties’ respective rights and obligations.  Any other terms and conditions supplied by or through Customer or otherwise are null and void and of no force or effect and are superseded by this Agreement.  Except as expressly set forth in this Agreement, all rights and remedies under this Agreement are cumulative and not exclusive.  Section headings are for reference only and will not be used in construing this Agreement.  No provision of this Agreement, including any amendment or addendum hereto, will be construed against the party who drafted this Agreement or any portion of it.
    • Severability. Should any provision of this Agreement be held invalid or unenforceable, such invalidity will not invalidate the whole of this Agreement, but rather that invalid provision will be amended to achieve as nearly as possible the same intent and economic effect as the original provision and the remainder of this Agreement will remain in full force and effect.
    • Parties in Interest. This Agreement is solely for the benefit of the parties and their respective successors and permitted assigns, and no other person or entity has any right, benefit, priority or interest under, or because of the existence of, this Agreement.
    • Assignment. Customer may not assign this Agreement, or any of its rights or obligations hereunder without the prior written consent of Budcheck and any attempted assignment without Budcheck’s prior written consent will be null and void. For the avoidance of doubt, Budcheck may assign this Agreement, or any of its rights or obligations under this Agreement. All of the terms and provisions of this Agreement will be binding upon and shall inure to the benefit of the parties and their respective successors and permitted assigns.

The parties have executed this Professional Services Subscription Agreement as of the Effective Date.

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