Terms and Conditions

PREAMBLE

Subject to the terms and conditions of this Agreement, you, the Buyer (“Buyer,” “you,” or “your”), as
more specifically identified in the Purchase Order and/or Invoice you receive from us, Cannabis
Promotions LLC, a Florida limited liability company (hereinafter the “Seller,” “we,” “us,” or “our”),
hereby agree to abide by the terms and conditions set forth in your Purchase Order and/or Invoice
and as set forth in this Agreement (“the Agreement”) for the purchase and sale of goods and
services from us, entered into on the date first set forth on your Purchase Order and/or Invoice
(Buyer and Seller collectively referred to as the “Parties”).

WHEREAS, Seller is in the business of selling custom branded items including, but not limited to,
custom rolling papers, custom rolling trays, custom branded grinders, lighters, match boxes, dab
tools, stash bags, custom jars, vape products, packaging, and other promotional products related to
cannabis, marijuana, and other smoke-related items;

WHEREAS, Buyer desires to purchase from Seller, and Seller desires to sell to Buyer, customized
Goods related to Buyer’s business;

NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth
and for other good and valuable consideration set forth herein and contained in the Purchase Orders
or Invoices exchanged between Buyer and Seller, the receipt and sufficiency of which are hereby
acknowledged, the Parties hereto agree as follows:

1. Definitions
The following words shall be interpreted or defined consistent with the meaning and application
provided for herein:
• “Purchase Order” and “Invoice” shall be used interchangeably, and shall both mean the
document reflecting the quantity, description, and price of Goods purchased by Buyer.
• “Goods” shall mean the custom branded products, promotional items, packaging, and
related services purchased by Buyer from Seller as identified in the applicable Purchase
Order and/or Invoice.
• “Quantity” shall mean the number of Goods identified for purchase on Buyer’s Purchase
Order(s) and/or Invoice(s).
• “Term” shall mean the length of time indicated by a numeral which indicates the number of
months that Buyer has to pay Seller for the total quantity of Goods purchased as indicated
on Buyer’s Purchase Order and/or Invoice.
• “Net” followed by a numeral shall indicate the number of days Buyer has to pay for all or the
remaining balance due as indicated by the Total Price on the Buyer’s Purchase Order or
Invoice. Where both “Net” and “Term” appear on an Invoice, the “Term” numeral shall
prevail.
• “Custom Content” shall mean any logos, trademarks, artwork, images, designs, text, or
other creative materials submitted by Buyer to Seller for imprinting, printing, engraving, or
application onto the Goods.
• “Flame-Producing Products” shall mean any lighter, match box, match book, torch, or
other product sold by Seller that is capable of producing a flame or igniting combustible
materials.
• “Delivery Point” shall mean the Buyer’s address as provided to Seller and set forth in the
Purchase Order.
• “Digital Proof” shall mean the digital mockup, rendering, 3D preview, or sample provided by
Seller to Buyer for review and approval prior to production of the Goods.

2. Age Restriction and Legal Compliance
Buyer represents and warrants that the individual placing the order is at least twenty-one (21) years
of age, or is a duly authorized representative of a business entity lawfully engaged in the cannabis,
hemp, or related industry. Buyer further represents that all products purchased from Seller will be
distributed, marketed, and sold only to individuals who are twenty-one (21) years of age or older, in
compliance with all applicable federal, state, and local laws. By placing an order with Seller, Buyer
confirms that they meet this age requirement and that they will not distribute or resell products to
minors.

3. Sale of Goods
Seller shall sell to Buyer and Buyer shall purchase from Seller the Goods as more particularly
identified in the Purchase Order and/or Invoice exchanged between Buyer and Seller, and
incorporated herein, in the quantities and at the Prices (as defined in Section 10) and upon the terms
and conditions set forth in this Agreement. All references to the UCC refer to Florida’s Uniform
Commercial Code. Any and all offers made by Cannabis Promotions LLC for the purchase of its
products or services are expressly limited to your acceptance of the terms and conditions set forth
herein. Fla. Stat. § 672.207.

4. Delivery
4.1 Shipping and Carrier Tender. Seller shall use commercially reasonable efforts to ship the
Goods within a reasonable time after the date of this Agreement, subject to availability of finished
Goods. Seller’s sole obligation with respect to shipping is to properly package the Goods and tender
them to a common carrier selected by Seller (or as specified by Buyer) at Seller’s facility in St.
Petersburg, Florida (“Ship Point”). ALL SHIPMENTS ARE FOB SHIP POINT (SELLER’S
FACILITY). Seller’s responsibility for the Goods ends upon tender to the carrier at the Ship Point.
Once the carrier takes possession of the Goods, all risk of loss, damage, delay, or destruction in
transit passes to Buyer, regardless of which Party selected or paid for the carrier.

4.2 Transit Claims. Buyer is solely responsible for filing any claims with the carrier for loss, damage,
shortage, or delay occurring during transit. Seller shall not be liable for any loss, damage, delay, or
destruction of Goods that occurs after tender to the carrier, and such events shall not relieve Buyer
of its obligation to pay for the Goods in full. Upon Buyer’s request, Seller will provide reasonable
assistance in documenting a carrier claim, including providing proof of shipment and packaging
documentation.

4.3 Shipping Insurance. Buyer may elect to purchase shipping insurance at Buyer’s sole cost and
expense at the time the order is placed. If Buyer declines shipping insurance, Buyer expressly
acknowledges and assumes all risk of loss, damage, or destruction during transit. Seller is not
obligated to reship, replace, or refund any Goods lost or damaged in transit when Buyer has
declined shipping insurance.

4.4 Receipt of Delivery. Buyer shall take delivery of the Goods within one (1) calendar day of the
carrier’s delivery to the Delivery Point.

4.5 Partial Shipments. Seller may, in its sole discretion, without liability or penalty, make partial
shipments of Goods to Buyer. Each shipment will constitute a separate sale, and Buyer shall pay for
the units shipped whether such shipment is in whole or partial fulfillment of the quantity purchased
under this Agreement.

4.6 Failure to Accept Delivery. If for any reason Buyer fails to accept delivery of any of the Goods
on the date fixed pursuant to carrier delivery, or if Seller is unable to ship the Goods because Buyer
has not provided appropriate instructions, documents, licenses, or authorizations: (i) the Goods shall
be deemed to have been delivered; and (ii) Seller, at its option, may store the Goods until Buyer
picks them up, whereupon Buyer shall be liable for all related costs and expenses (including, without
limitation, storage and insurance costs).

4.7 Incorrect Address. Seller assumes no responsibility for non-delivery, misdelivery, or return-to-
sender shipments resulting from Buyer providing an incorrect, incomplete, or outdated address as
the Delivery Point. Any costs associated with reshipping due to an incorrect address shall be borne
by Buyer.

5. Non-Delivery
The quantity of any installment of Goods as recorded by Seller on dispatch from Seller’s place of
business is conclusive evidence of the quantity received by Buyer on delivery unless Buyer can
provide conclusive evidence proving the contrary. Seller shall not be liable for any non-delivery of
Goods (even if caused by Seller’s negligence) unless Buyer gives written notice to Seller of the non-
delivery within three (3) days of the date when the Goods would, in the ordinary course of events,
have been received. Any liability of Seller for non-delivery shall be limited to delivering the Goods
within a reasonable time or adjusting the Invoice to reflect the actual quantity delivered.

6. Quantity Tolerance
If Seller delivers to Buyer a quantity of Goods of up to ten percent (10%) more or less than the
quantity set forth in the Invoice(s) and/or Purchase Order(s) exchanged between Buyer and Seller,
Buyer shall not be entitled to object to or reject the Goods or any portion of them by reason of the
surplus or shortfall and shall pay for such Goods at the price set forth in this Agreement, adjusted
pro rata.

7. Title and Risk of Loss
Consistent with Section 4.1, all shipments are FOB Ship Point (Seller’s facility). Title to and risk of
loss of all Goods ordered under any Purchase Order passes to Buyer upon Seller’s tender of such
Goods to the carrier at Seller’s facility. From the moment the carrier takes physical possession of the
Goods, Buyer bears all risk of loss, damage, delay, or destruction, whether caused by the carrier,
acts of God, theft, accident, or any other cause. This transfer of risk applies regardless of which
Party arranged or paid for shipping and regardless of whether the Goods have been insured.

As collateral security for the payment of the purchase price of the Goods, Buyer hereby grants to
Seller a lien on and security interest in and to all of the right, title, and interest of Buyer in, to, and
under the Goods, wherever located, and whether now existing or hereafter arising or acquired from
time to time, and in all accessions thereto and replacements or modifications thereof, as well as all
proceeds (including insurance proceeds) of the foregoing. The security interest granted under this
provision constitutes a purchase money security interest under the Florida Uniform Commercial
Code. The contemplated transaction is not a common law bailment and does not contemplate the
use of Incoterms® rules.

8. Inspection and Rejection of Nonconforming Goods
8.1 Inspection Period. Buyer shall inspect the Goods within twenty-four (24) hours of receipt
(“Inspection Period”). Buyer will be deemed to have accepted the Goods unless it notifies Seller in
writing of any Nonconforming Goods during the Inspection Period and furnishes such written
evidence or other documentation as required by Seller.

8.2 Definition of Nonconforming Goods. “Nonconforming Goods” means only the following:
(i) Product shipped is different than identified in this Agreement’s Purchase Order;
(ii) Product’s label or packaging incorrectly identifies its contents;
(iii) With regard to any products that have been customized by the Buyer, other than
products made of fabric, cloth, or any textile, at least four percent (4%) or more of the
total quantity of products purchased are different than identified in the Purchase Order;
(iv) With regard to any products purchased that are specifically made from cloth, fabric, or
any other type of textile, if at least ten percent (10%) or more of the total quantity of
products purchased are different than identified in the Purchase Order; or
(v) With regard to any Purchase Order that includes rushed or expedited delivery, if at least
ten percent (10%) or more of the total quantity of products purchased are different than
identified in the Purchase Order.

8.3 Remedies for Nonconforming Goods. If Buyer timely notifies Seller of any Nonconforming
Goods, Seller shall, in its sole discretion, (i) replace such Nonconforming Goods with conforming
Goods, or (ii) credit or refund the Price for such Nonconforming Goods at the pro rata contract rate.
Buyer shall ship, at its expense and risk of loss, the Nonconforming Goods to Seller’s facility located
at 2460 5th Avenue South, St. Petersburg, FL 33712. If Seller exercises its option to replace
Nonconforming Goods, Seller shall, after receiving Buyer’s shipment, ship to Buyer, at Buyer’s
expense and risk of loss, the replaced Goods to the Delivery Point.

8.4 Exclusive Remedies. Buyer acknowledges and agrees that the remedies set forth in Section
8.3 are Buyer’s exclusive remedies for the delivery of Nonconforming Goods. Except as provided
under Section 8.3, all sales of Goods to Buyer are made on a one-way basis and Buyer has no right
to return Goods purchased under this Agreement to Seller.

9. Digital Proof Approval and Custom Content
9.1 Digital Proofs. Seller provides Digital Proofs or mockups for Buyer’s review prior to production.
Buyer’s written or electronic approval of a Digital Proof constitutes full authorization to proceed with
production based on the approved proof.

9.2 Responsibility After Approval. Seller shall not be responsible for errors in spelling, grammar,
design placement, color representation, sizing, or other visual elements that were present in an
approved Digital Proof. Buyer is solely responsible for reviewing all aspects of the Digital Proof prior
to granting approval.

9.3 Cancellation After Approval. Once a Digital Proof is approved, Buyer may not cancel the order
or request changes without Seller’s prior written consent. Any changes approved by Seller after
proof approval may incur additional fees and extend delivery timelines.

9.4 Color Variations. Seller is not liable or responsible for defects in products relating to color.
Buyer understands that while Seller intends to match Buyer’s products as closely as possible, due to
variations in material, imprint methods, ink opacity, and differences between digital screen displays
and physical print, Seller cannot guarantee exact color matching on all colored substrates.

9.5 Buyer Approval of Errors. Buyer also understands that Seller is not liable or responsible for
replacing any products that are nonconforming due to Buyer’s approval of a sample or proof
containing errors, omissions, or imperfections.

10. Price and Payment Terms
10.1 Price. Buyer shall purchase the Goods from Seller at the prices (“Prices”) set forth in the
Purchase Order and/or Invoice exchanged between Buyer and Seller. All Prices are exclusive of all
sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed
by any governmental authority on any amounts payable by Buyer. Buyer shall be responsible for all
such charges, costs, and taxes; provided, that Buyer shall not be responsible for any taxes imposed
on, or with respect to, Seller’s income, revenues, gross receipts, personnel, or real or personal
property.

10.2 Payment. Buyer shall pay all invoiced amounts due to Seller within the number of days set
forth in Seller’s Purchase Order, unless Payment Terms are governed by the Preferred Buyer
Program as indicated on Buyer’s Purchase Order or Invoice, in which case Section 11 shall
supersede any conflicting provisions in this Section 10. Buyer shall make all payments by the
payment method indicated by the Seller and in US dollars.

10.3 Late Payments. Buyer shall pay interest on all late payments at the lesser of the rate of one-
and-a-half percent (1.5%) per month or the highest rate permissible under applicable law, calculated
daily and compounded monthly. In addition, a late fee of five percent (5%) of the outstanding unpaid
balance shall be assessed on any amounts not paid by the due date. Buyer shall reimburse Seller
for all costs incurred in collecting any late payments, including, without limitation, attorneys’ fees.

11. Preferred Buyer Program
All Purchase Orders and Invoices that are designated or marked as “Preferred Buyer Program” or
“PBP” shall be subject to the following additional terms and conditions:

(a) Buyer shall commit to pay for the total quantity of Goods (“Total Quantity”) indicated on the
Purchase Order and/or Invoice on or before the end of the Term.

(b) Seller will manufacture and produce the Total Quantity and shall store the Buyer’s Goods at
Seller’s warehouse until Buyer indicates to Seller that Buyer is ready to pay for and receive
either a portion of or the entire remaining quantity of Goods.

(c) Buyer agrees to pay for an initial quantity of the Total Quantity, with such initial quantity to be
determined by the Buyer.

(d) Thereafter, Seller will ship such quantity of Goods as Buyer requests and pays for, in
increments determined by Buyer, until the Total Quantity has been fulfilled.

(e) Buyer shall pay all applicable shipping costs for each partial shipment.

(f) If Buyer fails to pay for the Total Quantity by the end of the Term, Seller may, at its sole
discretion: (i) require immediate payment of the remaining balance; (ii) assess a storage fee;
or (iii) dispose of the remaining Goods after providing thirty (30) days’ written notice to Buyer.

12. Warranty and Disclaimer
12.1 Limited Warranty. Seller warrants that the Goods will substantially conform to the
specifications set forth in the applicable Purchase Order at the time of delivery. This warranty does
not cover defects arising from Buyer’s misuse, improper storage, modification, or negligence.

12.2 Third-Party Products. Products manufactured by a third party (“Third-Party Product”) may
constitute, contain, be contained in, incorporated into, attached to, or packaged together with the
Goods. Third-Party Products are not covered by the warranty in Section 12.1.

12.3 DISCLAIMER OF WARRANTIES. FOR THE AVOIDANCE OF DOUBT, SELLER MAKES NO
REPRESENTATIONS OR WARRANTIES WITH RESPECT TO ANY THIRD-PARTY PRODUCT,
INCLUDING ANY (i) WARRANTY OF MERCHANTABILITY; (ii) WARRANTY OF FITNESS FOR A
PARTICULAR PURPOSE; (iii) WARRANTY OF TITLE; OR (iv) WARRANTY AGAINST
INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY; WHETHER
EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE,
USAGE OF TRADE, OR OTHERWISE. EXCEPT FOR THE EXPRESS WARRANTY IN SECTION
12.1, ALL GOODS ARE PROVIDED “AS IS.”

13. Flame-Producing Products — Lighters and Matches
This Section applies to all Flame-Producing Products sold by Seller, including but not limited to
custom lighters, custom match boxes, and torches. Due to the inherent risks associated with flame-
producing consumer products, the following additional terms apply:

13.1 Federal Compliance (CPSC). Buyer acknowledges that disposable and novelty lighters sold
by Seller are subject to the Consumer Product Safety Standard for Cigarette Lighters, 16 CFR Part
1210, as enforced by the U.S. Consumer Product Safety Commission (CPSC). Seller represents that
all lighters sold hereunder are sourced from manufacturers who have provided a valid General
Certificate of Conformity (GCC) certifying compliance with 16 CFR Part 1210, including applicable
child-resistance requirements. Seller shall make GCC documentation available to Buyer upon written
request.

13.2 Novelty Lighter Prohibition. Under CPSC regulations (16 CFR § 1210.2(d)), lighters that
depict or resemble items commonly recognized as appealing to or intended for use by children under
five (5) years of age are classified as “novelty lighters” and are subject to heightened regulation. This
includes lighters that depict or resemble cartoon characters, toys, guns, watches, musical
instruments, vehicles, toy animals, food, or beverages, or that play musical notes or have flashing
lights or other entertaining features. Buyer represents and warrants that any Custom Content
submitted for imprinting on lighters shall not create a novelty lighter as defined by CPSC regulations.
Seller reserves the right to reject any Custom Content that, in Seller’s reasonable judgment, may
cause a lighter to be classified as a novelty lighter in violation of federal law.

13.3 Child-Resistance Features. Buyer shall not modify, alter, disable, or remove any child-
resistance mechanisms, safety features, or required labeling from any Flame-Producing Product
purchased from Seller. Tampering with child-resistance features is a violation of federal law and may
expose Buyer to criminal and civil liability.

13.4 Matches — Hazardous Materials. Buyer acknowledges that custom match boxes are
classified as hazardous materials for transportation purposes under applicable U.S. Department of
Transportation (DOT) and International Air Transport Association (IATA) regulations (UN 1944 for
safety matches). Seller will ship match products in compliance with applicable hazardous materials
shipping requirements. Buyer assumes responsibility for compliance with all applicable
transportation, storage, and distribution regulations upon receipt of match products.

13.5 Fire Safety Warning. WARNING: LIGHTERS AND MATCHES ARE FLAME-PRODUCING
PRODUCTS THAT PRESENT INHERENT RISKS OF FIRE, BURNS, PROPERTY DAMAGE, AND
BODILY INJURY, INCLUDING DEATH. BUYER ACKNOWLEDGES THESE INHERENT RISKS
AND ASSUMES FULL RESPONSIBILITY FOR THE SAFE STORAGE, HANDLING,
DISTRIBUTION, AND USE OF ALL FLAME-PRODUCING PRODUCTS PURCHASED FROM
SELLER. BUYER AGREES TO PROVIDE ADEQUATE WARNINGS AND SAFETY INFORMATION
TO ALL DOWNSTREAM PURCHASERS AND END USERS.

13.6 Hazardous Materials Shipping — Lighters. Buyer acknowledges that butane lighters,
including but not limited to BIC, Clipper, and MK brand lighters, are classified as hazardous
materials for shipping purposes under applicable DOT and IATA regulations. Seller ships all lighter
products on Seller’s hazmat shipping account in compliance with applicable regulations. Due to
hazmat shipping restrictions, Buyer may not be able to reship lighter products without a hazmat
shipping account. Seller recommends that Buyer ship lighter orders directly to the final destination.

13.7 Manufacturer Storage and Safety Guidelines. Buyer agrees to follow and to communicate to
all downstream purchasers and end users the storage and safety guidelines provided by the
applicable product manufacturer, including but not limited to: storing lighters and matches in a cool,
dry place away from direct sunlight and heat sources; not exposing lighters to temperatures above
120°F (50°C); keeping all Flame-Producing Products out of reach of children; and not modifying,
puncturing, crushing, or incinerating any lighter product. Seller makes manufacturer safety
information available on its product pages at cannabispromotions.com. Buyer’s failure to follow or
communicate applicable manufacturer guidelines shall not create any liability on the part of Seller.

13.8 Lighter and Match Indemnification. In addition to the general indemnification obligations set
forth in Section 18, Buyer shall specifically indemnify, defend, and hold harmless Seller from any and
all claims, damages, losses, liabilities, fines, penalties, costs, or expenses (including attorneys’ fees)
arising from or related to: (i) the use, misuse, storage, or distribution of Flame-Producing Products
after delivery to Buyer; (ii) Buyer’s failure to provide adequate safety warnings to end users; (iii)
Custom Content submitted by Buyer that results in a product being classified as a novelty lighter; (iv)
Buyer’s modification or tampering with child-resistance features; or (v) Buyer’s violation of any
applicable fire code, transportation regulation, or consumer product safety law.

14. Vape Batteries and Electronic Products
This Section applies to all vape batteries, vape pens, vaporizer accessories, electronic smoking
device components, and any other battery-powered electronic products sold by Seller (collectively,
“Electronic Products”). Lithium-ion batteries used in vaping devices present unique and serious
hazards including thermal runaway, fire, explosion, chemical burns, and bodily injury. The following
additional terms apply:

14.1 Battery Hazard Acknowledgment. WARNING: VAPE BATTERIES AND ELECTRONIC
VAPING PRODUCTS CONTAIN LITHIUM-ION BATTERIES THAT PRESENT INHERENT RISKS
OF THERMAL RUNAWAY, FIRE, EXPLOSION, CHEMICAL BURNS, SMOKE INHALATION, AND
SERIOUS BODILY INJURY, INCLUDING DEATH. These risks may occur during normal use,
charging, storage, or transport. Buyer acknowledges these inherent risks and expressly agrees that
Seller shall not be liable for any injury, death, or property damage arising from the use, misuse,
charging, storage, modification, or transport of Electronic Products after delivery to Buyer.

14.2 Prohibited Modifications. Buyer shall not, and shall instruct all downstream purchasers and
end users not to: (i) modify, rebuild, disassemble, or alter any Electronic Product or its battery
components; (ii) use third-party or aftermarket batteries, chargers, or components not specifically
designed for the Electronic Product; (iii) overcharge, puncture, crush, short-circuit, or expose
batteries to extreme heat, water, or direct sunlight; (iv) carry loose lithium-ion batteries in pockets,
purses, or bags where they may come into contact with metal objects such as keys, coins, or other
batteries; or (v) charge Electronic Products unattended or on flammable surfaces. Seller shall have
no liability for any injury or damage arising from any of the foregoing prohibited actions.

14.3 End User Warnings. Buyer assumes full responsibility for providing clear and adequate safety
warnings and usage instructions to all downstream purchasers and end users of Electronic Products,
including but not limited to warnings regarding: proper charging practices; battery storage and
handling; risks of thermal runaway; fire safety precautions; and the prohibition against modifying
devices or using incompatible components. Buyer’s failure to provide adequate warnings shall not
create any liability on the part of Seller.

14.4 Regulatory Compliance. Buyer acknowledges that vape batteries and electronic vaping
products may be subject to regulation by the U.S. Food and Drug Administration (FDA), the U.S.
Consumer Product Safety Commission (CPSC), the U.S. Department of Transportation (DOT), and
applicable state and local authorities. Lithium-ion batteries are classified as hazardous materials for
air transportation under DOT and IATA regulations, and e-cigarettes and vaping devices are
prohibited from checked airline baggage. Buyer assumes full responsibility for compliance with all
federal, state, and local regulations applicable to the storage, transportation, distribution, sale, and
use of Electronic Products and their battery components.

14.5 Third-Party Manufacturer Disclaimer. Buyer acknowledges that Electronic Products sold by
Seller, including lithium-ion batteries and vape device components, are manufactured by third
parties. SELLER MAKES NO REPRESENTATIONS OR WARRANTIES REGARDING THE
SAFETY, PERFORMANCE, RELIABILITY, OR QUALITY OF ANY LITHIUM-ION BATTERY OR
ELECTRONIC COMPONENT MANUFACTURED BY A THIRD PARTY. All warranties for Electronic
Products, if any, are provided solely by the original manufacturer. Seller expressly disclaims any and
all warranties, express or implied, regarding third-party manufactured Electronic Products, including
but not limited to warranties of merchantability, fitness for a particular purpose, and safety.

14.6 Hardware-Only Disclaimer. Seller sells vape hardware only, including empty vape cartridges,
vape pen batteries, and related accessories. Seller does not sell, manufacture, distribute, or fill
cannabis oils, concentrates, e-liquids, nicotine products, or any other substance intended for
inhalation. Buyer acknowledges that Seller has no control over, and assumes no responsibility for,
any substance that Buyer or any third party introduces into or uses with Electronic Products
purchased from Seller. Buyer assumes all risk and liability associated with the filling, formulation,
labeling, and distribution of any substance used in connection with Electronic Products.

14.7 Manufacturer Storage and Charging Guidelines. Buyer agrees to follow and to communicate
to all downstream purchasers and end users the storage, charging, and safety guidelines provided
by the applicable product manufacturer, including but not limited to: storing batteries and devices
between 68–77°F (20–25°C) in a dry environment away from direct sunlight; not storing or charging
devices in vehicles during hot weather; removing cartridges or pods from batteries when not in use;
charging only with manufacturer-approved cables and chargers for the recommended duration; not
charging devices unattended or overnight; and not carrying loose lithium-ion batteries in pockets or
bags where they may contact metal objects. Seller makes manufacturer safety information available
on its product pages at cannabispromotions.com. Buyer’s failure to follow or communicate applicable
manufacturer guidelines shall not create any liability on the part of Seller.

14.8 Hazardous Materials Shipping — Batteries. Buyer acknowledges that lithium-ion batteries
are classified as hazardous materials for air transportation under DOT and IATA regulations. Vaping
devices and spare lithium-ion batteries are prohibited from checked airline baggage and are subject
to specific packaging and labeling requirements for ground and air shipment. Buyer assumes
responsibility for compliance with all applicable transportation regulations upon receipt of Electronic Products.

14.9 Electronic Product Indemnification. In addition to the general indemnification obligations set
forth in Section 18, Buyer shall specifically indemnify, defend, and hold harmless Seller from any and
all claims, damages, losses, liabilities, fines, penalties, costs, or expenses (including attorneys’ fees)
arising from or related to: (i) any injury, death, or property damage caused by an Electronic Product
after delivery to Buyer, including but not limited to battery fires, explosions, thermal runaway events,
chemical burns, or smoke inhalation; (ii) Buyer’s or any end user’s modification, misuse, improper
charging, or improper storage of an Electronic Product; (iii) Buyer’s failure to provide adequate
safety warnings or usage instructions to end users; (iv) any product liability claim brought by an end user
or third party related to an Electronic Product; (v) Buyer’s violation of any FDA, CPSC, DOT, or
other regulatory requirement related to Electronic Products; or (vi) any substance that Buyer or any
third party introduces into, fills, or uses with Electronic Products purchased from Seller.

14.10 Limitation of Liability for Electronic Products. IN NO EVENT SHALL SELLER’S
LIABILITY FOR ANY CLAIM ARISING FROM OR RELATED TO ELECTRONIC PRODUCTS
EXCEED THE PURCHASE PRICE PAID BY BUYER FOR THE SPECIFIC ELECTRONIC
PRODUCT GIVING RISE TO THE CLAIM. This limitation applies regardless of the legal theory
under which such liability is asserted, including but not limited to breach of contract, tort, negligence,
strict liability, or product liability.

15. Assumption of Risk
Buyer acknowledges that products sold by Seller are promotional items and accessories intended for
lawful adult use. Many of these products, including but not limited to lighters, match boxes, grinders,
rolling papers, dab tools, glass items (chillum one-hitters, rolling trays, jars), vape accessories, and
other smoking-related accessories, may present inherent risks of injury if misused, improperly
handled, or used for purposes other than their intended use.

BUYER EXPRESSLY AND VOLUNTARILY ASSUMES ALL RISK OF INJURY, DEATH, OR
PROPERTY DAMAGE ARISING FROM THE USE, MISUSE, STORAGE, OR DISTRIBUTION OF
PRODUCTS PURCHASED FROM SELLER, WHETHER OR NOT SUCH RISKS ARE
FORESEEABLE. Buyer agrees to inform all end users and downstream purchasers of any
applicable safety warnings and to ensure products are used only for their intended lawful purposes.

16. Intellectual Property and Custom Content
15.1 Buyer’s Representations. Buyer represents and warrants that it owns or has obtained all
necessary rights, licenses, and permissions to use any Custom Content submitted to Seller for
imprinting on Goods. Buyer warrants that the Custom Content does not infringe upon any copyright,
trademark, patent, trade secret, or other intellectual property right of any third party.

15.2 IP Indemnification. Buyer shall indemnify, defend, and hold harmless Seller from any claims,
damages, judgments, settlements, costs, or expenses (including attorneys’ fees) arising from
allegations that the Custom Content infringes any intellectual property right of any third party.

15.3 Seller’s Use. Seller retains no ownership rights in Buyer’s Custom Content. However, Seller
may use photographs or images of finished products in its portfolio, marketing materials, website,
social media, and trade show displays unless Buyer provides written notice prohibiting such use at
the time the order is placed.

15.4 Seller’s IP. All intellectual property developed by Seller, including but not limited to original
designs, templates, product configurator tools, 3D renderings, and website content, remains the
exclusive property of Seller. Buyer shall not reproduce, distribute, or use Seller’s proprietary
materials without prior written consent.

17. Indemnification
Buyer shall indemnify, defend, and hold harmless Seller and its officers, directors, managers,
shareholders, members, partners, employees, agents, affiliates, successors, and permitted assigns
(collectively, “Indemnified Party”) against any and all losses, damages, liabilities, deficiencies,
claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of
whatever kind, including reasonable attorneys’ fees, fees and the costs of enforcing any right to
indemnification under this Agreement, and the cost of pursuing any insurance providers, arising out
of or resulting from:
(g) Buyer’s use, misuse, distribution, or resale of the Goods;
(h) Buyer’s breach of any representation, warranty, or obligation under this Agreement;
(i) Buyer’s negligence or willful misconduct;
(j) Any claim by a third party (including end users) alleging injury, death, or property damage
arising from the Goods after delivery to Buyer;
(k) Buyer’s violation of any applicable law, regulation, or ordinance;
(l) Custom Content submitted by Buyer that infringes the intellectual property rights of any third
party or violates any law; or
(m) Any regulatory enforcement action, fine, or penalty arising from Buyer’s noncompliance with
applicable laws in connection with the Goods.

18. Limitation of Liability and Disclaimer
18.1 AGGREGATE LIABILITY CAP. IN NO EVENT SHALL SELLER’S AGGREGATE LIABILITY
ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF OR
RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY,
OR OTHERWISE, EXCEED FIFTY PERCENT (50%) OF THE TOTAL AMOUNTS PAID TO
SELLER FOR THE GOODS SOLD HEREUNDER.

18.2 EXCLUSION OF CONSEQUENTIAL DAMAGES. IN NO EVENT SHALL SELLER BE LIABLE
FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE, OR EXEMPLARY
DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE USE OF GOODS,
INCLUDING BUT NOT LIMITED TO LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF
BUSINESS, LOSS OF DATA, LOSS OF GOODWILL, BUSINESS INTERRUPTION, OR COST OF
PROCUREMENT OF SUBSTITUTE GOODS, EVEN IF SELLER HAS BEEN ADVISED OF THE
POSSIBILITY OF SUCH DAMAGES.

18.3 Product Use Disclaimer. Seller’s Goods are promotional products and accessories. Seller
makes no representations regarding the suitability, safety, or legality of using Goods for any purpose
other than their intended promotional or accessory function. Seller is not responsible for how Buyer
or end users choose to use the Goods.

19. Cannabis Industry Regulatory Compliance
19.1 Buyer’s Compliance Obligations. Buyer represents and warrants that it holds all required
licenses, permits, and authorizations to operate in the cannabis, hemp, or related industry in the
jurisdictions where it conducts business. Buyer has and shall maintain in effect all the licenses,
permissions, authorizations, consents, and permits that it needs to carry out its obligations under this
Agreement. Buyer shall use products purchased from Seller only in connection with lawful business
operations.

19.2 Federal Law Acknowledgment. Buyer acknowledges that cannabis remains a controlled
substance under federal law (Controlled Substances Act, 21 U.S.C. § 801 et seq.) and that Seller
makes no representations regarding the legality of Buyer’s business under federal law. Buyer
assumes all risk associated with operating in the cannabis industry.

19.3 Regulatory Indemnification. Buyer shall indemnify Seller from any claims, fines, penalties, or
enforcement actions arising from Buyer’s violation of any federal, state, or local law or regulation in
connection with the purchase, possession, distribution, or use of Goods.

20. California Proposition 65
20.1 Notice. Certain products sold by Seller may contain or produce chemicals known to the State
of California to cause cancer and/or birth defects or other reproductive harm. While Seller is
currently exempt from Proposition 65 warning requirements as a business with fewer than ten (10)
employees, this exemption may be subject to change.

20.2 Buyer’s Responsibility. If Buyer distributes, resells, or makes available any products
purchased from Seller within the State of California, and Buyer employs ten (10) or more employees
(as defined by California Health and Safety Code § 25249.5 and applicable regulations), BUYER
ASSUMES FULL RESPONSIBILITY FOR COMPLIANCE WITH ALL CALIFORNIA PROPOSITION
65 LABELING AND WARNING REQUIREMENTS. This includes, but is not limited to, providing
clear and reasonable warnings to consumers prior to exposure to listed chemicals, as required by
California law.

20.3 Prop 65 Indemnification. Buyer shall indemnify, defend, and hold harmless Seller from any
and all claims, fines, penalties, settlement costs, or enforcement actions arising from Buyer’s failure
to comply with Proposition 65 in connection with the resale or distribution of Goods purchased from
Seller.

21. Force Majeure
Neither Party shall be liable for any failure or delay in performing its obligations under this
Agreement where such failure or delay results from causes beyond its reasonable control, including
but not limited to: acts of God, natural disasters, pandemics, epidemics, government actions or
regulations, embargoes, trade restrictions, sanctions, transportation disruptions, raw material
shortages, fire, flood, earthquake, hurricane, labor disputes or shortages, supply chain interruptions,
customs delays, acts of terrorism, war, civil unrest, power outages, or internet or telecommunications
failures (each a “Force Majeure Event”). The affected Party shall provide prompt written notice to the
other Party and use commercially reasonable efforts to mitigate the effects of the Force Majeure
Event. If a Force Majeure Event continues for more than ninety (90) days, either Party may terminate
the affected Purchase Order(s) without liability.

22. Governing Law and Venue
This Agreement and all related disputes shall be governed by and construed in accordance with the
laws of the State of Florida, without regard to its conflict of law provisions. Any legal action or
proceeding arising out of or relating to this Agreement shall be brought exclusively in the state or
federal courts located in Pinellas County, Florida, and both Parties irrevocably consent to the
personal jurisdiction of such courts and waive any objection to venue therein.

23. Dispute Resolution
23.1 Informal Resolution. Before initiating any formal dispute resolution process, the Parties agree
to first attempt to resolve any dispute, controversy, or claim arising out of or relating to this
Agreement through good faith negotiations for a period of not less than thirty (30) days following
written notice of the dispute.

23.2 Mediation. If the Parties are unable to resolve the dispute through informal negotiation, the
dispute shall be submitted to mediation in Pinellas County, Florida, in accordance with the rules of
the American Arbitration Association or a mutually agreed mediator.

23.3 Binding Arbitration. If mediation is unsuccessful within sixty (60) days of initiation, the dispute
shall be finally resolved by binding arbitration administered in Pinellas County, Florida. The
arbitration shall be conducted by a single arbitrator, and the decision of the arbitrator shall be final
and binding on both Parties and enforceable in any court of competent jurisdiction.

23.4 Attorneys’ Fees. The prevailing Party in any dispute resolution proceeding shall be entitled to
recover its reasonable attorneys’ fees, costs, and expenses from the non-prevailing Party.

23.5 Injunctive Relief. Notwithstanding the foregoing, either Party may seek injunctive or other
equitable relief from a court of competent jurisdiction to prevent irreparable harm pending the
outcome of arbitration.

24. General Provisions
24.1 Entire Agreement. This Agreement, together with any Purchase Orders, Invoices, and any
written amendments or supplements hereto, constitutes the entire agreement between the Parties
with respect to the subject matter contained herein and supersedes all prior and contemporaneous
understandings, agreements, representations, and warranties, both written and oral.

24.2 Amendment. No amendment to or modification of this Agreement is effective unless it is in
writing and signed by an authorized representative of each Party. Seller reserves the right to update
these Terms and Conditions at any time. Updated terms will be posted on Seller’s website and will
apply to all orders placed after the effective date of the update.

24.3 Severability. If any term or provision of this Agreement is determined to be invalid, illegal, or
unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any
other term or provision of this Agreement or invalidate or render unenforceable such term or
provision in any other jurisdiction. The invalid or unenforceable provision shall be deemed
superseded by a valid, enforceable provision that most closely matches the intent of the original
provision.

24.4 Waiver. No waiver by any Party of any of the provisions hereof shall be effective unless
explicitly set forth in writing and signed by the Party so waiving. No failure to exercise, or delay in
exercising, any right, remedy, power, or privilege arising from this Agreement shall operate or be
construed as a waiver thereof.

24.5 Assignment. Buyer shall not assign, transfer, delegate, or subcontract any of its rights or
obligations under this Agreement without the prior written consent of Seller. Seller may freely assign
or transfer its rights and obligations under this Agreement. Any attempted assignment in violation of
this Section shall be void.

24.6 Notices. All notices, requests, consents, claims, demands, waivers, and other communications
under this Agreement shall be in writing and shall be deemed to have been given: (i) when delivered
by hand; (ii) when received by the addressee if sent by a nationally recognized overnight courier; (iii)
on the date sent by email if sent during normal business hours of the recipient, and on the next
business day if sent after normal business hours; or (iv) on the third day after the date mailed, by
certified or registered mail, return receipt requested, postage prepaid.

24.7 Survival. The following provisions shall survive the expiration or termination of this Agreement:
Sections 7 (Title and Risk of Loss), 12 (Warranty and Disclaimer), 13 (Flame-Producing Products),
14 (Vape Batteries and Electronic Products), 15 (Assumption of Risk), 16 (Intellectual Property), 17
(Indemnification), 18 (Limitation of Liability), 19 (Regulatory Compliance), 20 (California Proposition
65), 22 (Governing Law), 23 (Dispute Resolution), and 24 (General Provisions).

24.8 Relationship of Parties. Nothing in this Agreement creates a partnership, joint venture,
agency, franchise, or employment relationship between the Parties. Neither Party has the authority
to bind the other or incur obligations on behalf of the other.

24.9 Headings. The headings in this Agreement are for reference only and do not affect the
interpretation of this Agreement.

24.10 Counterparts. This Agreement may be executed in counterparts, each of which shall be
deemed an original, but all of which together shall be deemed to be one and the same agreement.

Acknowledgment
By placing an order with Cannabis Promotions LLC, Buyer acknowledges that it has read,
understands, and agrees to be bound by these Terms and Conditions in their entirety.