LEAFLY API LICENSE AGREEMENT

Last Revised: August 12, 2014.

PLEASE READ THIS LEAFLY API LICENSE AGREEMENT (“AGREEMENT”) CAREFULLY BEFORE APPLYING TO BECOME A PART OF LEAFLY HOLDINGS, INC.’S (“ LEAFLY” OR “WE” OR “US”) API PROGRAM. BY AGREEING TO BECOME A PART OF LEAFLY’S API PROGRAM OR OTHERWISE USING OR ACCESSING THE API (AS DEFINED BELOW), YOU AGREE TO THE TERMS OF THIS AGREEMENT. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THIS AGREEMENT, IN WHICH CASE THE TERMS “ YOU” OR “YOUR” SHALL REFER TO SUCH ENTITY AND ITS AFFILIATES. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THIS AGREEMENT, YOU MUST NOT ACCESS OR USE THE API.

YOU AGREE THAT LEAFLY MAY MODIFY THIS AGREEMENT FROM TIME TO TIME AND SUCH MODIFICATION SHALL BE EFFECTIVE THIRTY (30) DAYS AFTER POSTING NOTICE OF THE CHANGES TO THE LEAFLY API DOCUMENTATION AVAILABLE AT https://developer.leafly.com OR OTHERWISE NOTIFYING YOU OF SUCH MODIFICATIONS. LEAFLY MAY, IN ITS SOLE DISCRETION, REQUIRE YOU TO PROVIDE CONSENT TO SUCH MODIFICATIONS BEFORE FURTHER USE OF THE API IS PERMITTED. OTHERWISE, YOUR CONTINUED USE OF THE API SHALL CONSTITUTE YOUR ACCEPTANCE OF THE AMENDED AGREEMENT. IF YOU DO NOT AGREE TO THE MODIFICATIONS, YOU MUST CEASE YOUR USE OF THE API.

RECITALS

Leafly is the operator of a website available at www.leafly.com (the “Leafly Site”) that contains information and content related to cannabis varieties and related products and services (collectively with all such other information or content provided therewith, the “Content”).

Leafly has developed an application programming interface for the Leafly Site (“API”), currently available at https://developer.leafly.com, that allows its licensees to integrate certain Leafly services, including but not limited to the Content (the “Leafly Services”) into their websites or applications.

The API may use an API key (“API Key”) to identify the applications or services that access it.

You have an application, website, or service (“Application”) and wish to enhance it by accessing the Leafly Services using the API.

Subject to your compliance with this Agreement and any documentation provided for the API, we wish to provide You with limited access to the API for use with Your Application.

AGREEMENT

1. User Account. An account may be required to receive an API Key (or to otherwise access the API) and may be accessed and used only by those authorized individuals who are registered with Leafly. To open an API Key account, You or Your company must complete the application to become a part of Leafly’s API program, currently located at https://developer.leafly.com, by providing Leafly with current, complete and accurate information about You and Your company, and promptly updating such information should it change. Should Leafly suspect that such information is untrue, inaccurate, not current or incomplete, Leafly has the right to suspend or terminate Your use of the Leafly Services. You will be responsible for all activities that are executed with Your API Key, whether with or without your authorization, and therefore You should take all technically feasible steps necessary to keep Your API Key confidential. You agree to notify Leafly immediately of any unauthorized use of Your API Key or if You believe that Your API Key is no longer confidential.

2. Call Quotas and Charges. Leafly provides basic access to the Leafly Services in compliance with sections 3 and 4, below, without charge, solely for development purposes, with a maximum call quota of 420 requests per day (the “Basic Services”). The Basic Services may not exceed a call quota of 420 request per day, nor be commercialized in any manner, without Leafly’s prior written consent. In order to obtain such consent, you must submit a request to api@leafly.com, which shall include a demonstration of your Application with functioning API integration, and any other information requested by Leafly in order to evaluate your Application. Leafly may then approve or deny commercialization and/or a higher call quota, in Leafly’s sole discretion. In addition, Leafly may charge you fees based upon such usage in Leafly’s sole discretion (the “Paid Services”). If You elect to enroll in the Paid Service, the credit card or other payment account that You designate will be charged monthly in advance for the Services. If timely payment cannot be charged to Your credit card for any reason or you otherwise exceed the Usage Guidelines and fail to pay for such Paid Services, Leafly has the right to invalidate Your API Key and suspend or terminate Your access to the Leafly Services. If Leafly receives a cancellation notice from You, You will be obligated to pay any balance due on Your account. You agree that Leafly may charge such unpaid fees to Your designated payment account or otherwise bill You for such unpaid fees. You agree that You will pay all fees and charges to Your account, and that Leafly may charge Your credit card of PayPal account for such amounts (including any taxes and late fees, as applicable) that may be accrued by or in connection with Your account. You agree to pay all fees or charges to Your account in accordance with the fees, charges, and billing terms in effect at the time a fee or charge is due and payable. Leafly’s fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and You are responsible for payment of all such taxes, levies or duties. All fees for the Paid Services are non-refundable.

3. Licensed Uses and Restrictions.

3.1 License Grant. Subject to the terms of this Agreement, including the specifications set forth in Section 4.2 below, we grant You a limited, non-exclusive, worldwide, non-assignable or transferable (except in conjunction with a permitted assignment of this Agreement) and non-sublicenseable license to use the API (and where applicable, your API Key) to extract and use the Content solely through your Application and solely for non-commercial, development purposes.

3.2 Restrictions . You agree not to:

a. Use Our name or trademarks to endorse or promote any product or service without Our prior written permission, or alter our Logo or other brand assets;

b. Use the API or Leafly Services for any unauthorized or otherwise improper purposes, as determined in Our sole discretion, or in any manner that would violate this Agreement, any law, or regulation;

c. Remove any legal, copyright, trademark or other proprietary rights notices contained in or on the Leafly Services;

d. Sell, lease, share, transfer, sublicense or fail to protect the confidentiality of the API Key or access to the API, or, if you have been provided with access to an API Key, derive income from the use or provision of the API, other than in connection with the Application(s) which You listed when You signed up to receive the API Key;

e. Use the API (including any usage or storage of the Content) in a manner that, as determined by Us in Our sole discretion, fails to comply or is inconsistent with any part of the API documentation;

f. Use the API in a product or service that competes with products or services offered by Us, or attempts to replicate or replace the essential user experience of Leafly.com;

g. Separately extract and provide or otherwise use data elements from the API or the Content to enhance the data files of third parties;

h. Use any means to disguise or obscure the origin of any requests to the API;

i. Attempt to circumvent any security measures or technical limitations of the API or otherwise exploit any defects in the API;

j. Modify, decompile, extend, subset or superset the API or otherwise alter the API to any extent;

k. Modify any of the Content (including, but not limited to, any destination linkback URLs);

l. Modify, create derivative works of, reverse engineer, decompile, decrypt, or disassemble the Leafly Site, Leafly Services, API, Content, or any technology thereof, except and only to the extent any foregoing restriction is prohibited by applicable law;

m. Store any information from the API or the Leafly Services;

n. Use the API in a manner that adversely impacts the stability of Leafly.com servers.

4. Ownership and Relationship of parties.

4.1 Ownership. We, or our suppliers, own all rights, title and interest in and to the Leafly Site, the Content, the API and to all output and executables of the API. Except for the license granted in Section 4, this Agreement grants You no right, title or interest in any intellectual property owned or licensed by Us, including (but not limited to ) the Leafly Site, the API, the Content, and Our trademarks. You agree to abide by all applicable proprietary rights laws and other laws, as well as any additional copyright notices or restrictions contained in this Agreement or accompanying the Leafly Site, the Content, or the API.

4.2 Display Requirements. If Your Application displays or otherwise uses the Content, You agree abide by the display requirements posted at https://developer.leafly.com/display.

4.3 Use of Brand Assets . You acknowledge and agree that Leafly; the Leafly logos; the Leafly green, purple and rusty maroon colors used in combination; the Leafly green, purple, and rusty maroon colors used for hybrid, indica, and sativa cannabis strains; and the Leafly tile designs (“Leafly Brand Assets”) are trademarks of Leafly Holdings, Inc. Subject to You abiding by this Agreement, the Display Guidelines located athttps://developer.leafly.com/display, and the Brand Asset Guidelines located at www.leafly.com/assets. We grant You a limited, non-exclusive, non-transferable license during the Term (defined below) to certain of the Leafly Brand Assets to promote or advertise Your use of the API and the Leafly Services in accordance with this section. You may not use the Leafly Brand Assets or any trademarks or terms confusingly similar to the Leafly Brand Assets in any way that may suggest that Leafly is affiliated with, endorses, or sponsors you or your products and/or services or that is likely to tarnish or dilute the Leafly Brand Assets. All right, title and interest in and to the Leafly Brand Assets are Leafly’s sole and exclusive property and are protected from unauthorized use and copying by U.S. and international laws, regulations and international treaties. You acknowledge that Leafly owns all rights in the Leafly Brand Assets, and you do not acquire any rights in the Leafly Brand Assets by virtue of your use of the Leafly Brand Assets under this Agreement or otherwise. All uses of the Leafly Brand Assets by you inure to the sole benefit of Leafly. You agree not to challenge, directly or indirectly, Leafly’s rights in the Leafly Brand Assets or assert any right, title or interest in or to the Leafly Brand Assets or assist any third party in doing so. If at any time your use of the Leafly Brand Assets in the sole opinion of Leafly fails to comply with the Agreement or the Leafly Branding Guidelines, Leafly will notify you in writing. You will have three (3) days from the date you receive the notice to conform your use of the Leafly Brand Assets to the Agreement and the Leafly Branding Guidelines. If you fail to conform your use of the Leafly Brand Assets to the Agreement and the Leafly Branding Guidelines, then the license granted in the Agreement shall immediately terminate and you shall immediately cease use of the Leafly Brand Assets.

4.4 Marketing . We may publicly refer to You and/or your Application, orally or in writing, as an API licensee of Leafly and We may publish Your name and/or logo on the Leafly Site or promotional materials without prior written consent. You shall provide and support promotional and publicity activities, including providing (i) quote approval for press releases, (ii) spokesperson response to media requests; and (iii) occasional screenshots as requested. Any description of our relationship must be agreed in writing by Leafly prior to any public release.

5. Support. Leafly is under no obligation to provide you with support or maintenance services, but We may provide You with support or modifications to the API in Our sole discretion. We may terminate the provision of such support or modifications to You at any time without notice or liability to You.

6. Termination.

6.1 Term. The term of this Agreement (“Term”) shall begin upon Leafly’s acceptance of Your application to become a part of Leafly’s API program and shall continue unless terminated as set forth below.

6.2 Suspension of Use . You may suspend Your use of the API Key, API, or Leafly Services at any time by providing notice to Us at api@leafly.com. We may suspend Your use of the API Key or Your access to or use of the API or Leafly Services at any time for any reason. We may change, suspend or discontinue any aspect of Your access to or use of the API or Leafly Services at any time without notice or liability to You. We may also impose limits on certain features and services or restrict Your access to part or all of the API, Leafly Services, or the Leafly Site without notice or liability to You. We may release subsequent versions of the API and require You to use the most recent version.

6.3 Termination for Cause . Either party may terminate this Agreement (i) if the other party files a voluntary petition for bankruptcy or a petition or answer seeking a reorganization; (ii) if the other party has filed against it an involuntary petition for bankruptcy that has not been dismissed within sixty (60) days thereof; (iii) if the other party becomes insolvent, admits in writing its inability to pay its debts as they mature, or makes an assignment for the benefit of its creditors; (iv) if the other party applies for or consents to the appointment of a receiver, trustee or liquidator for substantially all of its assets or such receiver, trustee or liquidator is appointed for the other party; or (v) upon the occurrence of a material breach of this Agreement by the other party, if such breach is not cured within thirty (30) days after written notice identifying the matter constituting the material breach is received by the breaching party.

6.4 Termination for Convenience . Either party may terminate this Agreement for convenience for any reason at any time upon fifteen (15) days’ prior written notice (including by email or by Leafly’s posting notice to https://developer.leafly.com of termination or modification of the API program).

6.5 Effects of Termination . Upon termination of this Agreement (a) all rights and licenses granted herein will terminate immediately, (b) all payment obligations (if any) will be due, and (c) You shall destroy any Content which You have cached offline or on Your servers.

6.6 Survival . The definitions and the rights, duties and obligations of the parties that by their nature continue and survive will survive any termination of this Agreement, including, but not limited to, acknowledgement of trademark rights, disclaimers of warranties, indemnification obligations, and limitations of liability.

7. Limited Warranty and Disclaimer. We represent and warrant that We possess all the rights necessary to enter into this Agreement. THE API AND THE LEAFLY SERVICES ARE PROVIDED “AS IS” WITH NO REPRESENTATION, WARRANTY, OR CONDITION, EXPRESS OR IMPLIED, OF ANY KIND AND WE EXPRESSLY DISCLAIM ANY AND ALL REPRESENTATIONS, WARRANTIES AND CONDITIONS, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED REPRESENTATION, WARRANTY OR CONDITION OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AVAILABILITY, SECURITY, TITLE AND/OR NON-INFRINGEMENT. WE DO NOT REPRESENT, WARRANT OR MAKE ANY CONDITION THAT THE API OR THE LEAFLY SERVICES ARE FREE OF INACCURACIES, ERRORS, BUGS OR INTERRUPTIONS, OR ARE RELIABLE, ACCURATE, COMPLETE OR OTHERWISE VALID.

YOUR USE OF THE API AND THE LEAFLY SERVICES IS AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE THAT RESULTS FROM USE OF THE API OR THE LEAFLY SERVICES, INCLUDING, BUT NOT LIMITED TO, FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA.

WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, WE MAKE NO REPRESENTATION OR WARRANTY THAT ANY USE OF THE SITE, SERVICES OR API TO DEPICT OR DESCRIBE CANNABIS OR CANNABIS-RELATED PRODUCTS OR SERVICES IS LAWFUL IN ANY PARTICULAR JURISDICTION. IT IS YOUR SOLE RESPONSIBILITY TO DETERMINE AND COMPLY WITH ALL APPLICABLE LEGAL OR REGULATORY REQUIREMENTS AND RESTRICTIONS. YOUR USE OF THE SITE OR SERVICES IS ENTIRELY AT YOUR OWN RISK.

8. Limitation of Liability. WE SHALL NOT, UNDER ANY CIRCUMSTANCES, BE LIABLE to you FOR ANY INCIDENTAL, CONSEQUENTIAL, INDIRECT, PUNITIVE, SPECIAL OR RELIANCE DAMAGES RELATED TO THIS AGREEMENT, THE LEAFLY SERVICES, OR THE API. CONSEQUENTIAL DAMAGES INCLUDE, BUT ARE NOT LIMITED TO, LOST PROFITS, LOST REVENUES AND LOST BUSINESS OPPORTUNITIES, WHETHER you were OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF THESE DAMAGES AND WHETHER OR NOT LEAFLY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN ANY EVENT, OTHER THAN FOR CLAIMS ARISING UNDER SECTION 10, THE AGGREGATE LIABILITY OF EACH PARTY FOR DAMAGES UNDER THIS AGREEMENT WILL BE THE GREATER OF (A) FIFTY (50) U.S. DOLLARS OR (B) THE AMOUNTS PAID BY YOU TO LEAFLY DURING THE SIX (6) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH LIABILITY. THE PARTIES HAVE NEGOTIATED THIS AGREEMENT WITH DUE REGARD FOR THE BUSINESS RISK ASSOCIATED WITH THE ARRANGEMENTS DESCRIBED IN THIS AGREEMENT. THE EXISTENCE OF MORE THAN ONE CLAIM WILL NOT ENLARGE THIS LIMIT. LEAFLY DISCLAIMS ALL LIABILITY OF ANY KIND OF LEAFLY’S SUPPLIERS.

9. Indemnification. To the maximum extent permitted by applicable law, You agree to defend, hold harmless and indemnify Leafly, its affiliates, and their respective directors, officers, agents, suppliers, co-branders or other partners, and employees (each, an “Indemnified Party”) from and against any claim arising from or in any way related to Your use of the API and Leafly Services or Your breach of any obligation herein, including any liability or expense arising from all claims, losses, damages (actual and/or consequential), suits, judgments, litigation costs and attorneys’ fees, of every kind and nature. The Indemnified Party will give prompt written notice of any indemnified claim.

10. General Terms.

10.1 Governing Law; Attorneys’ Fees . This Agreement will be governed by and construed in accordance with the laws of the State of Washington without regard to conflicts of law provisions. Any action or proceeding arising from or relating to this Agreement must be brought in a federal court in King County, Washington and each party irrevocably submits to the jurisdiction and venue of any such court. In the event of litigation between the parties arising out of or related to this Agreement, the prevailing party will be entitled to recover its attorneys' fees and costs incurred.

10.2 Remedies; Injunctive Relief . All rights and remedies of the parties, under this Agreement, in law or at equity, are cumulative and may be exercised concurrently or separately. The exercise of one remedy will not be an election of that remedy to the exclusion of other remedies. A party’s breach or threatened breach of any of its covenants or agreements in this Agreement may cause irreparable injury that is inadequately compensable in monetary damages. Accordingly, the other party will be entitled to seek injunctive or other equitable relief in any court of competent jurisdiction for the breach or threatened breach of this Agreement, in addition to any other remedies in law or equity.

10.3 Notices . All notices given under this Agreement will be in writing and be delivered (a) by first class mail or electronic mail to the address You provided when You applied to receive an API Key or to any subsequent email address You provide pursuant to this section (if you did not provide any such address, notice may be posted to https://developer.leafly.com) or (b) by first class mail to Us at the following address or at any subsequent address We supply to You pursuant to this section: 1920 Eastlake Ave E., Seattle WA 98102. Notices will be deemed given upon the expiration of forty-eight (48) hours after mailing (if sent by first class mail) or twelve (12) hours after sending (if sent by email) or thirty (30) days after posting it to https://developer.leafly.com.

10.4 Costs and Expenses . Except as expressly provided for elsewhere in this Agreement, each party will be responsible for all costs and expenses incurred by such party in performing its obligations or exercising its rights under this Agreement.

10.5 Relationship Between the Parties . Nothing in this Agreement will be construed as creating a partnership or joint venture of any kind between the parties and neither party will have the authority or power to bind the other party or to contract in the name of or create a liability against the other party in any way or for any purpose.

10.6 Assignment . You may not assign this Agreement, in whole or in part, without Leafly’s prior written consent. Any assignment in violation of this section is null and void. Notwithstanding any provision in this Agreement to the contrary, if You breach this section, Leafly may terminate this Agreement immediately.

10.7 Force Majeure . Except for any payment obligations, neither party will be liable to the other for failure to fulfill obligations hereunder if such failure is due to causes beyond its control, including, without limitation, acts of God, earthquake, fire, flood, embargo, catastrophe, sabotage, utility or transmission failures, governmental prohibitions or regulations, national emergencies, insurrections, riots or wars, or viruses which did not result from the acts or omissions of such party, its employees or agents, strikes, work stoppages or other labor difficulties, or outages of any part of the Network ( “Force Majeure Event”). The time for any performance required hereunder will be extended by the delay incurred as a result of such Force Majeure Event.

10.8 Miscellaneous . In the event that this Agreement is translated into any other language, the English language version hereof will govern. The titles, headings and subheadings used throughout this Agreement are intended solely for convenience of reference and form no part of the terms of this Agreement. If any provision of this Agreement is found by a court of competent jurisdiction to be illegal, void or unenforceable, such provision will be construed so as to render it enforceable and effective to the maximum extent possible in order to effect the intention of this Agreement; and if such provision will be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions hereof will not in any way be affected or impaired thereby. Except as expressly set forth in this Agreement, nothing in this Agreement is intended or will be construed to confer upon or give to any party other than the parties to this Agreement any rights or remedies under or by reason of this Agreement.

10.9 Export Laws . You shall comply with applicable export laws and regulations of the United States and other applicable jurisdictions with respect to any technical data received under this Agreement.

10.10 Entire Agreement . This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof. This Agreement cancels and supersedes any and all prior proposals (oral and written), understandings, representations, conditions, warranties, covenants and other communications between the parties, which relate to the subject matter of this Agreement. This Agreement may only be amended by a written instrument signed by both parties, or as permitted herein. A party’s waiver of any breach of this Agreement by the other party will not constitute a waiver of any rights or any subsequent breach of the same or different provision thereof. To be enforceable, a waiver must be in writing signed by a duly authorized representative of the waiving party.

Copyright © 2014, Leafly Holdings, Inc. All rights reserved.