These Terms and Conditions (these “Terms”) are entered into by and between you (“Agent”) and UCG Inc. d/b/a DABSTRACT (“Company”). Company and Agent are referred to collectively as “Parties” and individually as a “Party”.

1.     Posts. Agent may create dedicated social media posts, including any associated images, video or audio files, or other content (collectively “Posts”) for publication on Agent’s social media platform accounts, subject to Company’s review and written approval.  All Posts shall adhere to the following standards: (i) all Posts that are considered pre-approved by the Company and any other Posts shall contain (a) a statement disclosing the fact that Agent is receiving some form of compensation in connection with the Post, (b) a statement “Must be 21+”, and (c) the statement “Nothing for Sale” (a “Disclosure Statement”), (ii) all Posts shall be true and accurate, and shall not contain any words, images, text, audio or video files, or any other content that implies, states, suggests, claims, or offers: (a) statements that are false or misleading; (b) health-related statements for any product or service offered by Company (for example, claims that any product sold by Company cures or treats pain, anxiety, insomnia/sleep disorders, inflammation, depression, acne, nausea, arthritis); (c) that cannabis, alcohol, tobacco, or illicit substances may be inhaled, smoked, eaten, ingested, or otherwise consumed on Company property; (d) that alcohol, tobacco, weapons and firearms, or illicit substances may be sold or permitted on Company property; (e) that any unlawful activity can or will occur on Company property; (f) that Company or Agent offers sweepstakes, raffles, buy-one-get-one free sales, free giveaways, contests, free samples, prizes, lotteries, or any other form of contest for cash, services, or goods (whether those goods contain cannabis or not); or (g) that physicians or other medical professionals will be on Company property providing evaluations for medicinal cannabis recommendations.  In addition, Posts shall not contain: (h) images or depictions of persons under 21 years of age; (i) objects, such as toys, inflatables, movie characters, cartoon characters, or any other display, depiction, or image designed in any manner likely to be appealing to or that contains minors or anyone under 21 years of age; or (j) without prior written approval by Company, trademarks, trade dress, copyrights, logos, or brands of any third party (including, but not limited to, images of other cannabis licensees’ goods or logos). Company asks that at least twenty-four (24) hours prior to publishing a Post in any medium, Agent shall submit the Post to Company at kellie@unioncannabisgroup.com  for Company’s review and written approval, which shall be made in Company’s sole discretion.

2.     Compensation and Payment.  In exchange for the Services, Company shall compensate Agent in a form and amount of consideration as agreed upon by the Parties in writing. Agent shall be solely responsible for any costs or expenses incurred by Agent or any third party acting on Agent’s behalf in connection with the Services, unless otherwise agreed in advance in writing by Company.  If Company approves costs or expenses incurred by Agent, Agent shall provide Company with an itemized invoice and detailed supporting receipts.

3.     Term and Termination. The term of these Terms shall be 1 years from the Effective Date (the “Term”). These Terms will terminate upon the occurrence of any of the following. events: (i) Upon the written mutual agreement of the Parties; (ii) Upon written notice by Company to Agent for any reason in Company’s sole discretion; (iii) Upon the material breach of these Terms by Company if Company fails to cure that breach within ten (10) days after receipt of written notice by Agent; (iv) Upon written notice by Company to Agent if any federal, state, or city governmental authority (collectively, the “Governmental Authorities”) notifies either Party that these Terms is not in compliance with any federal, state, or city laws and/or regulations or administrative guidance issued thereunder that either Party is subject to any civil, criminal, or administrative sanctions, actions, or proceedings due to these Terms; or in the event of a change in state or local law that renders these Terms void, unenforceable, or unlawful.  Notice from a Governmental Authority giving rise to termination of these Terms under this Section shall include, but not be limited to, any state, city, or federal official or departmental letters, correspondences, raids, arrests, seizures, forfeiture notice, indictment, summons, complaint or any notice of any kind from or by any federal, state, or city authorities addressed to either Party that legal action or the threat of legal action, whether civil, administrative, or criminal, is pending against either Party as a result of these Terms. The expiration or termination of these Terms, for any reason, shall not release either Party from any obligation or liability to the other Party that has already accrued hereunder or otherwise survives the expiration or termination of these Terms.  Within seven (7) days after the termination or expiration of these Terms, Agent shall provide Company with all Records (as defined below).  Following the termination or expiration of these Terms, Agent shall discontinue further publicly distributing, or otherwise making use of, the Company Marks (as defined below) in any manner, and upon Company’s request, Agent shall take any action necessary to provide notice to the public or any third-party that Company and Agent are no longer affiliated with one another.

4.     Compliance with Laws. Agent shall comply with all applicable state, local, and federal laws, the Federal Trade Commission (“FTC”) Guides on endorsements and testimonials as set forth in 16 C.F.R. Part 255 and related guidance issued by the FTC (collectively, the “FTC Guidelines”). If Company determines in its sole discretion that any particular Post does not comply with the FTC Guidelines or the Company Guidelines, Company reserves the right to require deletion or withdrawal of such Post, and Agent shall edit or delete such noncompliant or objectionable Post as soon as practicable upon notice from Company. Agent’s failure to comply with these requirements is a material breach of these Terms.

5.     Representations and Warranties. Agent represents, warrants, and covenants that :(a) Agent has the power and authority to enter into these Terms; (b) Agent’s execution of these Terms does not violate any other agreement to which Agent is a party; (c) the Posts will not infringe the intellectual property rights, privacy rights, or publicity rights of any third party, and will not contain defamatory, false, or misleading material; and (d) the Posts will not violate or encourage others to violate, applicable local, state, or federal laws or regulations (with the exception of the Controlled Substances Act as it relates to cannabis).

6.     Non-Disparagement.  Agent shall not make or publish any public statements, written or verbal, or cause or encourage third parties to make any public statements, written or verbal, that defame, disparage, or in any way criticize Company or the Company’s goods and services, or the business reputation, practices, or conduct of Company, or any executives, employees or representatives of Company, or any entity associated with Company. Agent acknowledges and agrees that this prohibition extends to statements, written or verbal, made to anyone, including but not limited to, in Agent’s own social media channels, the news media, investors, potential investors, any board of directors or advisory board or directors, industry analysts, competitors, strategic partners, vendors, representatives, clients, and customers.

7.     Records. Agent shall keep records of all Posts (including deleted posts), Audience Composition Data, Age Affirmation data, and all communications and agreements with any person acting on Agent’s behalf to perform the Services (“Records”) during the Term and shall provide them to Company upon Company’s request.

8.     Company Intellectual Property. Company grants Agent a limited, non-exclusive, non-transferable, non-sub-licensable, revocable right to use the trade name, trademarks, logos, and other indicia of Company, including, but not limited to, the name, logo, and other indicia of the Company brand (collectively, the “Company Marks”), solely for use in the Posts or Direct Communications. Upon written notice by Company, Agent agrees to discontinue further publicly distributing, or otherwise making use of, the Company Marks in any manner. Except as set forth above, no license or other right of any kind to the Company Marks or any other intellectual property rights of Company is granted to Agent, all of which shall remain the sole and exclusive property of Company. Agent acknowledges and agrees that all benefits and goodwill associated with any uses of the Company Marks shall inure to the benefit of Company. Agent hereby grants to Company, its parent, subsidiaries, affiliates, assigns, successors, and heirs, as well as their representatives, agents, employees, contractors, and anyone else authorized by Company, a worldwide, royalty-free license to reproduce, distribute, exhibit, display, perform, publicize, and otherwise use the Posts, as well as Agent’s name, photographs or other likeness, social media usernames, handles, avatars, biographical information, trademarks, service marks, logos, or anything else that identifies Agent (collectively, “Agent Marks and Likeness”), in connection with the Posts and Agent’s affiliation with Company, to advertise and promote Company and its products and services (“Products”), in any and all media, now or hereafter known. Without limiting the generality of the foregoing, Company will have the right to republish the Posts, amplify the Posts with paid media, and add a link from Company’s websites to Agent’s blog site or social media pages as well as modify the Posts without restriction, by editing, retouching, airbrushing, adding to, subtracting from, or combining the Posts with other material, in its sole discretion. The foregoing rights and license shall terminate upon termination of these Terms; however, after the Term, Company will have no obligation to delete, remove, or modify any social media posts published by Company during the Term that include, link to, or otherwise reference the Posts or Agent Marks and Likeness. During the Term, Company and its directors, officers, employees, or other representatives (if any) may, independently or in conjunction with Agent, develop information, produce work product, or achieve other results for Agent in connection with the Services. Agent agrees that any such information, work product, and other results, systems and information developed by Company and/or Agent in connection with the Services (hereinafter referred to collectively as the “Work Product”) shall remain the sole and exclusive property of Company.

9.     Mutual Confidentiality. The terms and conditions of these Terms are confidential between the Parties and shall not be disclosed to any third party.  Notwithstanding the foregoing, Company may disclose these Terms to Governmental Authorities if and as required by Applicable Law.

10.   Cannabis Disclosures. To the extent that Company is required to disclose these Terms; any Records, Post, or Direct Communication; or the relationship between Agent and Company to any Governmental Authority, Agent shall provide reasonable and prompt assistance, information, and documents to Company upon Company’s request.

11.   Indemnification. Agent shall fully indemnify, hold harmless and defend (the foregoing obligations, collectively “indemnify” and “indemnification”) Company and its directors, officers, employees, agents, attorneys, owners, shareholders, affiliates, successors and assigns (collectively, “Company Indemnified Parties”) from and against any and all claims, demands, actions, suits, damages, liabilities, losses, settlements, judgments, costs and expenses (including but not limited to reasonable attorneys’ fees and costs), whether or not involving a third-party claim (the foregoing, each, a “Claim” and collectively “Claims”), and whether or not the Claim has merit, which any Company Indemnified Party shall incur or suffer that arise out of or relate to: (i) any actual or alleged breach of any representation or warranty of Agent contained in these Terms; (ii) any actual or alleged breach or violation of any covenant, agreement or other obligation or duty of Agent in these Terms; or (iii) the actual or alleged infringement or other violation of third-party intellectual property rights by Agent regarding any Post or Advertisement.

12.   Release. Agent releases, discharges, and agrees to hold harmless the Company Indemnified Parties from any and all liability related to (i) Agent’s performance of Agent’s obligations hereunder, including any personal injury, physical or mental disability, or property damage or death sustained by Agent in connection with the use of the Products; and (ii) the use of the Posts by Company in accordance with the terms hereof, including but not limited to any liability for what might be deemed to be misrepresentation or defamation of Agent, Agent’s character or person due to distortion, optical illusion, or otherwise.

13.   Limitation of Liability. In no event shall either Party be liable to the other for any special, incidental, consequential, or punitive damages arising out of these Terms or their termination, whether liability is asserted in contract, tort (including negligence), strict liability, or otherwise, and irrespective of whether such Party has been advised of the possibility of any such loss or damage.

14.   Independent Contractor Relationship. In the performance of the work, duties, and obligations under these Terms, Agent is acting and performing as an independent contractor and not an employee of Company. Company will neither have nor exercise any control or direction over the methods by which Agent performs his or her work and functions; that Agent does, by these Terms, agree that Agent will perform his or her work and functions at all times in strict accordance with currently approved methods and practices and in accordance with the requirements set forth herein. The sole interest of Company is to ensure that the Services are performed in a competent, efficient, and satisfactory manner. No relationship of employer and employee is created by these Terms and Agent nor anyone performing services for Agent pursuant to these Terms, whether as an employee, independent contractor, subcontractor or otherwise, shall have any claim under these Terms or otherwise against Company for vacation pay, sick leave, retirement benefits, Social Security, workers’ compensation, disability, or unemployment benefits.

15.   Miscellaneous. The Parties will have all remedies available to them at law or in equity.  All available remedies are cumulative and may be exercised singularly or concurrently. Any controversy or claim arising out of or relating to these Terms, or the breach, termination, enforcement, or invalidity of these Terms shall be solely and exclusively settled by binding and confidential arbitration in front of a single neutral arbitrator in [Santa Rosa, California] in accordance with the then-current Comprehensive Rules of JAMS.  The neutral arbitrator shall be bound by these Terms and all issues of interpretation of, enforcement of, or procedure pursuant to these Terms shall be made in accordance with the applicable laws of the State of California.  Any award, order, or judgment made pursuant to such arbitration shall be deemed final and shall be entered and enforced in any court of competent jurisdiction. The Parties and arbitrator shall treat all aspects of the arbitration proceedings, including discovery, testimony, other evidence, briefs, and the award, as strictly confidential, not subject to disclosure to any third party or entity, other than to the Parties, the arbitrator, and the JAMS.  Any award or portion thereof, whether preliminary or final, shall be in writing, signed by the arbitrator, and shall state the reasons upon which the award or portion thereof is based.  Notwithstanding the foregoing, any Party may seek equitable relief by court action before or after instituting arbitration, including, without limitation, seeking and obtaining temporary restraining orders, injunctions or other provisional or ancillary remedies, and the institution and maintenance of any such action shall not constitute a waiver of the right or requirement to arbitrate any controversy or claim. The arbitrator shall award the costs and expenses of arbitration, including reasonable attorneys’ fees, to the prevailing Party as part of its award, in addition to all other relief granted.  The prevailing Party in any court action for equitable relief or to compel arbitration shall also be entitled to its reasonable attorneys’ fees and costs. All notices required or permitted under these Terms will be deemed delivered when delivered personally, mailed, by certified mail, return receipt requested, or registered mail, or sent by a nationally recognized overnight courier, or email to the respective Party at addresses that have been exchanged or otherwise provided. These terms may not be altered, modified, or waived in whole or in part, except in writing, signed by the Parties. No failure or delay by either Party in exercising any rights, power, or remedy under these Terms shall operate as a waiver of any such right, power, or remedy. Each provision of these Terms shall be treated as a separate and independent clause, and the unenforceability of any one clause shall in no way impair the enforceability of nay of the other causes herein. These Terms contain the entire understanding of the Parties regarding the subject matter of these Terms and supersedes all prior and contemporaneous negotiations and agreements, whether written or oral, between the Parties with respect to the subject matter of these Terms. These Terms shall inure to the benefit of and be binding upon the Parties and their respective legal representatives, successors, and permitted assigns.  Except as otherwise provided herein, nothing in these Terms, express or implied, is intended to confer on any Person other than the Parties (or their respective legal representatives, successors, and permitted assigns) any rights, remedies, obligations or liabilities under or by reason of these Terms. All provisions of these Terms that would reasonably be expected to survive the termination of these Terms will do so, including but not limited to Sections 4–15. Company may freely sell, convey, assign, or license, in whole or in part, these Terms and any of all of its rights, titles, properties, and interests. These Terms shall inure to the benefit of the successors, personal representatives, heirs, and assigns of Company. These Terms and all rights and duties hereunder are personal to Agent and Agent may not assign or delegate any responsibilities under these Terms without the prior written consent of Company. The title of and paragraph or section titles used in these Terms shall in no manner modify, expand, limit, explain, construe, describe the scope of or intent of, or in any way affect the terms and conditions of these Terms. These Terms shall in all respects be governed and controlled by the laws of the State of Illinois.