Terms of Use - Retail Software Interface

Effective Date: February 26, 2026

1. Acceptance of Terms

These Terms of Use (“Terms”) govern your access to and use of the PowerLeaf Retail Software Interface (the “Retail Interface”), which is integrated within or alongside participating licensed cannabis retailers’ online environments.

The Retail Interfaceis operated by PowerLeaf, Inc. (“PowerLeaf,” “Company,” “we,” “us,” or “our”).By accessing or using the Retail Interface, you agree to be bound by theseTerms. If you do not agree, you must not use the Retail Interface.

You represent and warrant that you are at least twenty-one (21) years of age and legally permitted to access cannabis-related retail environments in your jurisdiction.

2. Software Role and Platform Function

PowerLeaf provides a software-based informational tool that reorganizes retailer-supplied product information and publicly available laboratory ingredient data based on user-selected contextual inputs.

PowerLeaf:

Does not cultivate, manufacture, distribute, label, or sell cannabis products
Does not process payments
Does not conduct age verification
Does not control inventory, pricing, or fulfillment
Does not provide medical or legal advice

All retail transactions occur exclusively between you and the licensed retailer and are governed by the retailer’s own policies.

3. Regulatory and Medical Disclaimer

Information presented within the Retail Interface:

Is for informational and educational purposes only
Is not medical advice
Is not a substitute for consultation with a licensed healthcare provider
Has not been evaluated by the U.S. Food and Drug Administration (FDA)

Nothing within the Retail Interface is intended to diagnose, treat, cure, or prevent any disease.

4. No Reliance; No Fiduciary or Advisory Relationship

You acknowledge and agree that:

The Retail Interface does not create a fiduciary relationship
PowerLeaf does not act as your advisor, consultant, broker, or agent
No content constitutes professional, legal, financial, or medical advice
You are solely responsible for your purchasing decisions

You further agree that you are not relying on any forward-looking statements, projected outcomes, scientific interpretations, or anticipated experiences presented through the Retail Interface.

5. Data Analytics Transparency

By using the Retail Interface, you acknowledge that:

Interaction data may be collected and analyzed
De-identified and aggregated data may be generated
Such de-identified data may be used for analytics, reporting, research, software development, or commercialization

PowerLeaf does not sell personal information.

6. Intellectual Property Rights

All software, algorithms, classifications, interface designs, trademarks, logos, data compilations, and proprietary systems within the Retail Interface are owned by or licensed to PowerLeaf and protected by intellectual property laws.

You may not:

Reverse engineer
Decompile
Scrape
Copy
Reproduce
Create derivative works
Use automated data extraction tools

without prior written consent from PowerLeaf.

7. User Conduct

You agree not to:

Use the Retail Interface for unlawful purposes
Interfere with security mechanisms
Attempt unauthorized access
Circumvent technical safeguards
Misrepresent your identity or eligibility

PowerLeaf reserves the right to restrict access for violations of these Terms.

8. Export Controls and OFAC Compliance

You agree to comply with all applicable U.S. export control laws and sanctions regulations.

You represent that you are not:

Located in a sanctioned country
Listed on any U.S. government restricted party list

PowerLeaf may restrict access as necessary to comply with applicable law.

9. Disclaimer of Warranties

The retail interface is provided “as is” and “as available".

To the maximum extent permitted by law, powerleaf disclaims all warranties, express or implied, including:

Merchantability
Fitness for a particular purpose
Non-infringement
Accuracy or completeness of content
Uninterrupted access

PowerLeaf does not warrant that:

Retail inventory is accurate
Pricing is accurate
Products will meet expectations
The system will be error-free

10. Limitation of Liability

PowerLeaf shall not be liable for:

Indirect damage
Incidental damage
Consequental damage
Special damage
Exemplary or punitive damage
Loss of profits
Loss of data
Personal injury arising from product use
Retail transaction disputes

PowerLeaf’s total aggregate liability shall not exceed one hundred u.s. dollars ($100).

Some jurisdictions may not allow certain limitations; liability shall be limited to the maximum extent permitted by law.

11. Retailer Responsibility

Licensed retailers are solely responsible for:

Product inventory
Pricing accuracy
Age verification
Regulatory compliance
Payment processing
Order fulfillment
Product labeling and safety

PowerLeaf disclaims responsibility for retailer operations and product quality.

12. Indemnification

You agree to indemnify and hold harmless PowerLeaf and its officers, directors, employees, contractors, and affiliates from any claims, damages, liabilities, or expenses arising from:

Your use of the Retail Interface
Your violation of these Terms
Your violation of applicable laws
Your misuse of retail products

13. Dispute Resolution; Binding Arbitration

A. Mandatory Arbitration

Any dispute arising from or relating to these Terms or your use of the Retail Interface shall be resolved exclusively through binding arbitration administered by the American Arbitration Association (“AAA”) under its Commercial Arbitration Rules.

Arbitration shall be seated in the State of Delaware.

Judgment on thearbitration award may be entered in any court of competent jurisdiction.
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B. Class Action Waiver

You agree that disputes shall be conducted solely on an individual basis. You waive any right to participate in a class, collective, consolidated, or representative action.
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C. Small Claims Carve-Out

Either party may bring an individual claim in small claims court in Delaware if the claim qualifies.
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D. Injunctive Relief Carve-Out

PowerLeaf may seek injunctive or equitable relief in Delaware courts to protect intellectual property or confidential information.
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E. 30-Day Opt-Out

You may opt out of arbitration by providing written notice to legal@powerleaf.com within thirty (30) days of first accepting these Terms.

If you opt out, disputes shall be resolved exclusively in Delaware state or federal courts.

14. Governing Law

These Terms are governed by the laws of the State of Delaware, without regard to conflict-of-law principles.

15. Force Majeure

PowerLeaf shall not be liable for failure to perform due to events beyond its reasonable control, including but not limited to natural disasters, internet outages, government actions, cyber incidents, or labor disruptions.

16. Severability

If any provision of these Terms is found invalid or unenforceable, the remaining provisions shall remain in full force and effect.

17. Survival