ProCURE LLC Beta Terms of Service

Effective: as of the date you accept these terms · Beta Period: 30 days from your first acceptance

By creating an account and clicking "I agree," you ("Client") agree to be bound by this Beta Software Terms of Service Agreement ("Agreement") with ProCURE LLC, a Missouri limited liability company ("ProCURE"). If you accept on behalf of a business, you represent that you are authorized to bind it.

1. Beta Access and Term

ProCURE grants Client a limited, non-exclusive, non-transferable right to access and use the ProCURE platform (the "Platform") for a period of thirty (30) days beginning on the Effective Date (the "Beta Period"). This access is provided free of charge.

The Platform is currently in beta and is provided for evaluation and feedback purposes. ProCURE reserves the right to modify, suspend, or terminate beta access at any time with reasonable notice.

2. Beta Is Free; No Service Level Guarantee

Access to the Platform during the Beta Period is provided at no cost. The Platform is offered "as-is" and "as-available." ProCURE makes no guarantees regarding:

• Uptime, availability, or uninterrupted access
• The accuracy, completeness, or reliability of any data, report, or output generated by the Platform
• Fitness for any particular business purpose

Client should not rely solely on ProCURE's outputs for purchasing decisions, compliance filings, or any other consequential business action without independent verification.

3. Data Ownership and Privacy

3a. Client Owns Its Data

All inventory data, sales data, and related business information uploaded by Client ("Client Data") remains the sole property of Client. ProCURE claims no ownership over Client Data.

3b. How ProCURE Uses Client Data

ProCURE will use Client Data solely to operate and improve the Platform for Client's benefit. ProCURE will not sell, share, or disclose Client Data to any third party except as required by law or as described in the Privacy Policy and Data Processing Addendum.

3c. ProCURE's Access as Platform Operator

Client Data is stored on ProCURE's infrastructure (currently hosted on Supabase). As the platform operator, ProCURE personnel have administrative access to the database. This access exists solely to maintain the Platform, debug issues, and provide support. ProCURE will not access, view, or use Client Data for any purpose outside of these functions.

3d. Customer and Patient Data

The Platform is designed to process aggregated sales and inventory data. Any customer or patient identifying information contained in uploaded files is automatically stripped during the data parsing process and is never stored or retained by the Platform. ProCURE does not collect, store, or have access to any end-customer or patient personal information.

4. Cannabis Compliance Disclaimer

Client is solely responsible for its own compliance with all applicable federal, state, and local laws and regulations governing cannabis retail operations, including but not limited to Metrc seed-to-sale tracking requirements.

The Platform is an inventory analytics and management tool. It does not constitute compliance advice, and no output from the Platform should be construed as a substitute for Client's own compliance obligations. ProCURE is not a compliance agent and assumes no liability for Client's regulatory filings or compliance status.

5. Data Accuracy Disclaimer

The Platform generates analytics and reports based on data uploaded by Client via CSV/Excel files. ProCURE does not warrant that the Platform's outputs are error-free or that they accurately reflect Client's actual inventory, sales, or financial position. Discrepancies may arise due to:

• Formatting differences in uploaded files
• Incomplete or incorrect data in the source export
• Parsing edge cases in file processing

Client is responsible for verifying the accuracy of any Platform output before acting on it.

6. Feedback and Intellectual Property

Client may, from time to time, provide suggestions, feature requests, bug reports, or other feedback regarding the Platform ("Feedback"). Client agrees that all Feedback is provided voluntarily and that ProCURE is free to use, incorporate, and build upon any Feedback without restriction, compensation, or obligation to Client. No Feedback shall create any ownership right, license, or claim by Client in the Platform or any derivative work.

All intellectual property in the Platform, including software, algorithms, data architecture, user interface, and documentation, remains the exclusive property of ProCURE LLC.

7. Change of Control

In the event of a merger, acquisition, or other change of control of ProCURE LLC, Client Data may be transferred to the successor entity as part of that transaction. ProCURE will provide Client with at least thirty (30) days' written notice prior to any such transfer. Client may request deletion of its data prior to the transfer date pursuant to Section 8.

8. End of Beta Period

Upon expiration of the 30-day Beta Period, one of the following will occur based on Client's election:

• Paid Account Migration: Client may choose to convert to a paid ProCURE subscription, at which point Client Data will be retained and migrated to the paid account with no interruption in service.
• Offboarding: If Client does not elect to continue with a paid subscription, Client may export its data via CSV prior to the end of the Beta Period. Upon request, ProCURE will permanently delete all Client Data from the Platform within 30 days of the Beta Period end date. ProCURE will confirm deletion in writing upon request.

If Client takes no action at the end of the Beta Period, ProCURE will reach out to determine Client's preference before taking any data action.

9. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, PROCURE SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOST PROFITS, LOST DATA, OR BUSINESS INTERRUPTION, ARISING OUT OF OR RELATED TO THIS AGREEMENT OR CLIENT'S USE OF THE PLATFORM, EVEN IF PROCURE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

PROCURE'S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED ONE HUNDRED DOLLARS ($100.00).

10. Acceptable Use

Client agrees to use the Platform only for lawful business purposes related to Client's licensed cannabis retail operations. Client shall not:

• Attempt to reverse-engineer, decompile, or extract the Platform's source code, algorithms, data models, or underlying methods
• Use the Platform, or any knowledge or observations gained from evaluating it, to design, develop, fund, or commercialize a product, service, or feature that competes with ProCURE, or to create a derivative of the Platform
• Share login credentials with individuals outside Client's organization
• Use the Platform to store or process data on behalf of any third party
• Upload data that Client does not have the legal right to use

11. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of Missouri, without regard to its conflict of laws provisions. Any disputes arising under this Agreement shall be resolved in the courts of the State of Missouri.

12. Entire Agreement

This Agreement, together with the Privacy Policy, the Data Processing Addendum, and any Mutual Non-Disclosure Agreement separately executed between the parties, constitutes the entire agreement between ProCURE and Client with respect to the beta access described herein and supersedes all prior discussions and representations.