WAPUTU CUSTOMER AGREEMENT

Waputu by Raiden Dev Stack

Version 2026-10-30

This Waputu Customer Agreement (this "Agreement") is between Raiden Investments LLC, a New Mexico limited liability company doing business as Raiden Dev Stack ("Raiden"), and the business entity identified in the Order Form or in the signup request that Raiden approves ("Customer"). Raiden and Customer are each a "party."

READ THIS AGREEMENT CAREFULLY. IT PLACES RESPONSIBILITY FOR REGULATORY COMPLIANCE, LABELS, CERTIFICATES OF ANALYSIS, MANIFESTS AND STATE SYSTEM ACTIONS ON CUSTOMER. IT LIMITS RAIDEN'S LIABILITY, REQUIRES CUSTOMER TO INDEMNIFY THE RAIDEN PARTIES, AUTOMATICALLY RENEWS, WAIVES TRIAL BY JURY AND WAIVES CLASS AND REPRESENTATIVE ACTIONS.

1. Definitions

Capitalized terms have the meanings given in this Section or where they first appear.

1.1 "Associated Entity" means (a) any person or entity that directly or indirectly controls, is controlled by, or is under common control with Raiden; (b) any entity in which Raiden, or any member or manager of Raiden, holds a direct or indirect ownership interest; and (c) any entity that develops, operates, licenses, hosts or shares the software code underlying the Service.

1.2 "Authorized User" means an individual whom Customer, or a User Administrator acting for Customer, invites to or permits to use the Service under Customer's account.

1.3 "Customer Data" means data and content that Customer or its Authorized Users enter into, upload to, import into or create in the Service, and data the Service retrieves from the State System using Customer's credentials, including inventory, room, potency, laboratory, event, manifest, product, label, ingredient and nutrition information.

1.4 "Documentation" means the help articles, support pages, in-product guidance and other materials Raiden makes available for the Service, as updated from time to time.

1.5 "Order Form" means the order form, plan selection, pricing page selection or other ordering document that identifies the plan, fees and term for Customer's subscription and that Customer accepts or that the parties sign.

1.6 "Outputs" means everything the Service generates for Customer, including product labels (including Zebra Programming Language files and PDF files), label designs, certificate of analysis web pages and PDF files, nutrition facts panels, transport manifest PDF files, directions, reports, exports, alerts and Public Lot Pages.

1.7 "Public Lot Page" means a web page, and any machine readable version of it, that the Service publishes at a public address, reachable by a QR code or link, that displays information about a product, lot or certificate of analysis without requiring a login.

1.8 "Raiden Parties" means Raiden, each Associated Entity, and each of their respective members, managers, owners, officers, directors, employees, contractors, agents, licensors, successors and assigns.

1.9 "Service" means the Waputu software as a service, including the dedicated installation Raiden provisions for Customer, the waputu.com website, the Documentation, Outputs, Public Lot Pages, and all updates, add-ons and features Raiden makes available to Customer.

1.10 "State System" means the New Mexico cannabis traceability system known as NMS2S, operated for the Cannabis Control Division of the New Mexico Regulation and Licensing Department (the "Division"), and any successor or replacement system, including its application programming interfaces.

1.11 "State System Action" means any request, instruction or transaction the Service sends to the State System on Customer's behalf, including inventory splits, moves, renames, manufacturing conversions, merges, adjustments (including adjustments to zero), destruction scheduling and finalizing, transport manifest creation, updates, finalization, voiding and receipt, archive restores and reverts, plant and harvest actions, and any other write, change or submission.

1.12 "User Administrator" means the owner of Customer's installation and any Authorized User to whom Customer gives administrative rights.

2. Formation, Acceptance and Electronic Transactions

2.1 Signup is a request. Submitting a signup request on waputu.com does not create a contract or entitle Customer to the Service. Raiden may approve or reject any request for any lawful reason or no reason. This Agreement takes effect on the date Raiden approves Customer's request and notifies Customer of approval, or on the date both parties sign an Order Form, whichever is earlier (the "Effective Date").

2.2 Authority. The individual who accepts this Agreement represents and warrants that the individual is at least 21 years old, is an owner, officer, manager or other representative authorized to bind Customer, and accepts this Agreement for Customer. If that individual lacks authority, that individual is personally bound by this Agreement and personally liable for Customer's obligations under it.

2.3 Electronic transactions. Customer agrees to conduct this transaction and all later transactions under this Agreement by electronic means. Customer agrees that clicking an acceptance button, checking an acceptance box, or signing electronically is Customer's signature, and that this Agreement, Order Forms, notices and other records may be provided and kept in electronic form. As provided in Section 14-16-5 of the New Mexico Uniform Electronic Transactions Act, Customer may refuse to conduct other transactions by electronic means. Customer will give Raiden written notice of any such refusal at the address in Section 16.3. A refusal does not affect any record or signature already made.

2.4 Order of documents. This Agreement includes the Order Form, the Waputu Terms of Service and the Waputu Privacy Policy, each as in effect from time to time. If they conflict, the following order controls: (a) an Order Form signed by both parties, only for the specific term it expressly changes; (b) this Agreement; (c) the Terms of Service; (d) any other Order Form; and (e) the Documentation. The Privacy Policy describes Raiden's practices and is not a contract term that expands Raiden's obligations under this Agreement.

2.5 Prior terms superseded. This Agreement replaces, for Customer and its Authorized Users, any earlier Waputu "Service terms," pilot terms or click through terms that Customer or any Authorized User accepted, for all use of the Service after Customer accepts this Agreement.

3. The Service

3.1 Access. Subject to this Agreement and payment of all fees, Raiden grants Customer, during the Term, a limited, nonexclusive, nontransferable, nonsublicensable, revocable right for its Authorized Users to access and use the Service solely for Customer's internal business operations as a cannabis establishment licensed by the Division.

3.2 Dedicated installation. Raiden provisions a separate database and web hosting project for Customer on accounts that Raiden or its service providers control. Customer has no right to direct access to those accounts, the underlying infrastructure or the source code.

3.3 Setup. Customer's User Administrator must complete the setup process, including company name, logo, license number, premises address and other required information. Customer is solely responsible for the accuracy of setup information, which flows into Outputs.

3.4 Add-ons and features. Raiden decides in its sole discretion whether and when to make available any add-on, including plant and harvest features, and may condition any add-on on additional fees or terms. A roadmap, demonstration, sales statement or pricing page is not a commitment to deliver any feature.

3.5 Changes to the Service. Raiden may change, update, add, suspend or remove any feature or part of the Service at any time, including to respond to changes in the State System, the law, or Raiden's service providers. Updates are released to all installations from one codebase, and Customer's installation will receive updates when Raiden releases them. Customer may not decline an update.

3.6 No service levels. Raiden does not commit to any uptime, availability, response time, support level, backup frequency or recovery time unless an Order Form signed by both parties states one expressly.

3.7 Support. Raiden may provide support through the Documentation and the support channels it designates. Support is provided as Raiden determines and does not create any warranty or obligation not stated in this Agreement.

4. Customer's License, Eligibility and Federal Law

4.1 Licensed status. Customer represents and warrants on the Effective Date and throughout the Term that (a) Customer holds, and will maintain in good standing, every license, permit and registration required by the Cannabis Regulation Act, NMSA 1978, Section 26-2C-1 et seq., the rules of the Division in Title 16, Chapter 8 of the New Mexico Administrative Code, and any other applicable law, for each activity and premises for which it uses the Service; (b) Customer is authorized under those laws and under the terms governing the State System to access the State System and to authorize Raiden to access it on Customer's behalf; and (c) Customer's activities comply with New Mexico law.

4.2 Notice of license events. Customer will notify Raiden in writing within two business days after any of its licenses expires or is suspended, revoked, surrendered, summarily suspended, or made subject to an embargo, administrative hold or Division order that affects any activity for which Customer uses the Service. Raiden may suspend the Service, or any part of it, immediately upon learning of any such event.

4.3 Federal law. Customer acknowledges that cannabis is regulated as a controlled substance under federal law, that the federal classification and enforcement of cannabis may change at any time, and that some or all of Customer's activities may be unlawful under federal law even when lawful under New Mexico law. Raiden makes no representation about federal law or its enforcement. Raiden does not grow, process, manufacture, possess, test, transport, sell, buy or take title to cannabis or any cannabis product. Customer bears all risk arising from the status of cannabis under federal law, including the risk of federal enforcement, forfeiture and the loss of banking or payment services.

4.4 Enforceability. The parties enter into this Agreement as a contract related to the operation of a license under Section 26-2C-21 of the Cannabis Regulation Act. To the fullest extent permitted by law, Customer waives, and will not assert, any claim or defense that this Agreement or any obligation of Customer under it is void, voidable or unenforceable because cannabis or any activity of Customer is prohibited under federal law.

4.5 Legal risk suspension. Raiden may suspend or terminate the Service, or any part of it, immediately and without liability if Raiden determines in good faith that continuing to provide it would violate any law, order or regulatory directive, or would expose any Raiden Party to a material risk of civil, criminal or regulatory liability.

5. Customer's Responsibilities

5.1 Sole responsibility for compliance. Customer is solely responsible for its compliance with all laws, rules, orders, license conditions and Division requirements that apply to its business, including packaging, labeling, testing, potency, nutrition labeling, inventory, traceability, transport, destruction, recordkeeping, reporting and advertising requirements, including those in Title 16, Chapter 8 of the New Mexico Administrative Code. The Service is a software tool. Raiden is not Customer's compliance officer, agent for regulatory purposes (except as stated in Section 6.2), consultant, laboratory, lawyer or accountant.

5.2 No legal or regulatory advice. Nothing in the Service, the Documentation, any Output, any field default, template, warning, validation, checklist or support communication is legal, regulatory, scientific or professional advice, or a representation that any Output or activity complies with law. Customer must make its own compliance determinations.

5.3 Outputs. Customer is solely responsible for every Output it or its Authorized Users generate, print, publish, apply to any package, distribute or submit, including labels, certificates of analysis, nutrition facts panels, transport manifests and Public Lot Pages. Before each use, Customer will review each Output in full and confirm that it is accurate, complete, legible, correctly sized and placed, and compliant with all applicable requirements. Without limiting the foregoing:

(a) Label content. Customer chooses which fields appear on each label, and Customer is solely responsible for including every element the law requires and for the truth of every statement. Any warning, required field indicator, validation or default the Service provides is an aid only, may be incomplete or wrong, may be overridden, and does not shift any responsibility to Raiden. Raiden does not represent that the Service prevents the omission of any required element.

(b) Certificates of analysis. A certificate of analysis page or PDF the Service generates is a rendering of data from the State System or from Customer. It is not the testing laboratory's certificate. Customer is solely responsible for confirming that every result, unit, date, identifier and statement matches the testing laboratory's certified results before Customer publishes or distributes it.

(c) Nutrition facts. Customer is solely responsible for the accuracy of every nutrition facts panel and for compliance with the nutrition labeling requirements that apply to its products.

(d) Transport manifests and directions. Customer is solely responsible for every manifest, route, driver, vehicle, destination and quantity. Directions and travel estimates come from a third party map service and may be wrong.

(e) QR codes and Public Lot Pages. Customer is solely responsible for deciding whether to use a QR code or link to provide any required information, for confirming that each QR code and link resolves to the correct product and presents all information required by law in the manner required by law, and for keeping that information available for as long as the law requires. Raiden's only commitment to host any Public Lot Page is the one stated in Section 12.5.

(f) Physical output. The Service cannot verify printers, label stock, print quality, color, size, adhesion, placement or scanning. Customer is solely responsible for all physical results.

5.4 Data accuracy. Customer is solely responsible for the accuracy, completeness, legality and quality of Customer Data, including data in the State System that the Service reads. The Service may display data that is incomplete, stale, delayed or wrong because of the State System, synchronization timing, network conditions or other causes. Customer will verify data against the State System and its own records before relying on it.

5.5 Filings, reports and penalties. Customer is solely responsible for all filings, reports, notices, reconciliations and submissions it must make to the Division or any other authority, whether or not the Service assists with them, and for all fines, penalties, assessments, enforcement actions, license discipline, embargoes, recalls, product holds and destruction orders, and for all related costs.

5.6 Independent records and contingency process. Customer will keep its own records as required by law and will maintain a lawful process for meeting its traceability, labeling and transport obligations when the Service or the State System is unavailable.

5.7 Accounts and access. Customer is solely responsible for (a) selecting its Authorized Users and deciding what access each one receives; (b) promptly removing access for any individual who leaves Customer or no longer needs access; (c) the security of all usernames, passwords, authentication devices and two factor authentication methods; (d) all activity under its account and its Authorized Users' accounts, whether or not authorized by Customer; and (e) its Authorized Users' compliance with this Agreement and the Terms of Service. Customer will notify Raiden immediately of any actual or suspected unauthorized access or use.

5.8 Two factor authentication. Customer will ensure that every owner, administrator and Authorized User with authority to initiate State System Actions uses two factor authentication, and that no individual shares an account, password or authentication method.

5.9 Prohibited data. Customer will not enter, upload or store in the Service, and will not configure the Service to collect, any (a) Social Security number; (b) complete driver's license number or other complete government issued identification number; (c) financial account, credit card or debit card number, alone or with any code or password; (d) biometric data; (e) protected health information or medical records of any patient; or (f) other information whose collection or storage requires security measures, consents or notices beyond those described in the Privacy Policy, except as a feature of the Service expressly designed for that data requires. Customer is solely responsible for any such data it provides.

5.10 Insurance. Customer will maintain, at its own expense, the insurance its licenses and applicable law require and insurance customary for its business, including commercial general liability and products liability coverage.

6. State System Credentials and State System Actions

6.1 Credentials. Customer will provide, through the Service's connection process, the State System credentials or access tokens the Service needs. Customer represents and warrants that it is authorized to provide those credentials and to permit the Service to use them, and that doing so complies with the terms and rules that govern the State System. Raiden makes no representation that the operator of the State System permits, or will continue to permit, access to the State System through the Service. Raiden will store State System access tokens in encrypted form. Customer is solely responsible for its State System account, for rotating and revoking credentials, and for every consequence of any credential being invalid, expired, revoked or misused other than by a Raiden Party's intentional misconduct.

6.2 Limited authorization. Customer authorizes Raiden, solely as Customer's software provider, to transmit to the State System the State System Actions that Customer's Authorized Users instruct through the Service, and to read Customer's data from the State System. This authorization does not make Raiden Customer's agent, representative or licensee representative for any purpose. Raiden has no authority, duty or obligation to decide whether, when or how to take any State System Action, and Raiden will not initiate a State System Action except on an instruction from Customer's account or as needed to verify, reconcile or read the result of an instructed action.

6.3 Customer controls write access. State System Actions are available only after Customer enables the write access settings the Service provides. By enabling them, Customer accepts sole responsibility for every State System Action taken through its account.

6.4 Customer's actions. Every State System Action sent from Customer's installation is Customer's action, made in Customer's name and on Customer's license, whether instructed by an Authorized User, by a person using an Authorized User's credentials, or by an automated process Customer has configured. Customer is solely responsible for reviewing every State System Action before it is sent, including the license, premises, lot, package, item, quantity, unit, destination, driver, vehicle, date and reason.

6.5 Irreversible actions. Some State System Actions cannot be undone, including destruction, adjustments to zero, and finalized manifests. Raiden has no obligation or ability to reverse any State System Action.

6.6 Uncertain results. The Service checks State System Actions against data it reads from the State System, records them in an audit log, and does not automatically resend an action whose result is unclear. These features are aids. They do not guarantee that any action succeeds, fails, is recorded correctly or is not duplicated. When a result is unclear, Customer is solely responsible for determining the actual state of its records in the State System and for any corrective action.

6.7 The State System is independent. The State System is operated by or for the Division, not by Raiden. The State System may change, become unavailable, reject, delay, alter, accept, duplicate or reverse any action, or change its data, rules, interfaces or terms, at any time and without notice. Raiden is not responsible for the State System, its data, its availability or its decisions, and may suspend any feature that depends on it.

7. Operator Access, Alerts and Updates

7.1 Operator access. Customer authorizes Raiden and its personnel and contractors to access Customer's installation and Customer Data to provision, operate, maintain, update, monitor, secure, back up, troubleshoot and support the Service; to release updates; to investigate suspected misuse, security incidents or breaches of this Agreement; to bill; and to comply with law and legal process.

7.2 Alerts. The Service may send health, synchronization and other alerts to Customer's installation owner and to Raiden. Alerts are informational only. Raiden's receipt of an alert, or of any other information about Customer's installation, does not create any duty for Raiden to monitor the Service, to act, to notify Customer, or to correct any condition. Customer is responsible for monitoring its installation and responding to alerts.

8. Customer Data

8.1 Ownership. As between the parties, Customer owns Customer Data. Customer grants Raiden and its personnel, contractors and service providers a worldwide, nonexclusive, royalty free license during the Term and for the period after termination described in Section 12 to host, copy, store, transmit, process, display, format, back up and otherwise use Customer Data to provide, maintain, secure and support the Service, to carry out Customer's instructions, to enforce this Agreement and to comply with law.

8.2 Service data. Raiden may collect and use information about the operation and use of the Service, such as logs, performance data, error reports, configuration data and usage statistics ("Service Data"), to operate, secure, support and improve the Service. Service Data does not include Customer Data in a form that identifies Customer or any individual.

8.3 No sale. Raiden does not sell, rent or share Customer Data, or any personal information, with anyone for money, advertising or marketing. A transfer of Customer Data as part of an assignment permitted by Section 18.2 is not a sale for this purpose.

8.4 Disclosures required by law. Raiden may disclose Customer Data when Raiden believes in good faith that disclosure is required by law, subpoena, court order, or a request or directive from the Division or another governmental authority, or is necessary to protect the rights, property or safety of any Raiden Party or any other person.

8.5 Data security. To the extent Customer Data includes personal identifying information of a New Mexico resident, as defined in the New Mexico Data Breach Notification Act, NMSA 1978, Section 57-12C-2, Raiden will implement and maintain reasonable security procedures and practices appropriate to the nature of that information to protect it from unauthorized access, destruction, use, modification or disclosure. If Raiden discovers a security breach, as defined in that Act, of personal identifying information it maintains for Customer, Raiden will notify Customer as and when that Act requires. Customer is solely responsible, as the owner or licensee of the information, for any notifications to individuals, the attorney general, consumer reporting agencies or others that the law requires.

8.6 No guarantee. No security measure is perfect. Raiden does not guarantee that Customer Data will not be lost, corrupted, accessed or disclosed without authorization. Customer is responsible for maintaining its own copies of any Customer Data it needs.

8.7 Service providers. Raiden uses service providers to deliver the Service, including Vercel for hosting and request logs; Supabase for database, authentication and file storage; Google for driving directions, when that feature is used; Cloudflare for bot protection on sign-in and account pages; and a transactional email provider. Customer consents to Raiden's use of these and any replacement or additional service providers. Raiden is not responsible for any service provider's acts or omissions, outages or data handling except to the extent the law makes Raiden responsible.

9. Fees, Payment and Taxes

9.1 Fees and invoices. Customer will pay the fees stated in its Order Form, and fees for any add-on or additional service Customer orders. Unless the Order Form states otherwise, Raiden invoices fees monthly in advance. The first invoice is dated the Effective Date, and each later invoice is dated the first day of the billing month it covers. Raiden sends invoices by email to the installation owner. Each invoice is due fifteen days after its invoice date. Customer's obligation to pay does not depend on receiving an invoice by any particular method. All fees are in United States dollars.

9.2 Payment method. Customer will pay each invoice by check mailed to the address in Section 16.3, or by ACH credit or other bank transfer that Customer initiates from its own account to the Raiden account shown on Customer's Billing page in the Service. Raiden does not debit Customer's accounts and does not accept payment cards. A payment is made when the funds are received in Raiden's account, or, for a check, when the check is received and honored. Customer is responsible for all fees its bank charges.

9.2A Payment instructions. The only valid payment instructions are those shown on the Billing page in Customer's installation, which is available only to Customer's owner and administrators after sign-in and entry of a one-time code sent to their email. Raiden never sends or changes payment instructions by email. Any email, invoice or other message showing payment instructions that differ from the Billing page is not valid, even if it appears to come from Raiden. An invoice may repeat the payment instructions, but if it differs from the Billing page, the Billing page controls. Customer will check the Billing page before each payment and whenever payment instructions appear to have changed. A payment sent to any account not shown on the Billing page does not count as payment and does not reduce any amount Customer owes.

9.3 No refunds. Except as required by law or expressly stated in this Agreement, all fees are non cancelable and non refundable, including for partial billing periods, unused features, downtime, suspension under this Agreement, and termination for any reason other than Raiden's termination for convenience.

9.4 Late payment. Any amount not paid when due accrues a late charge of one and one half percent per month, or the maximum rate permitted by law if lower, from the due date until paid. Customer will reimburse Raiden for all costs of collection, including reasonable attorney fees.

9.5 Suspension for nonpayment. If any amount is more than ten days past due, Raiden may suspend the Service without liability until all past due amounts are paid. Public Lot Pages during a suspension are governed by Section 12.5.

9.6 Taxes. Fees do not include taxes. Customer will pay all sales, use, gross receipts, excise, value added and similar taxes and assessments related to the Service, including any New Mexico gross receipts tax that Raiden passes on to Customer, other than taxes on Raiden's net income. If Raiden must pay any such tax, Customer will reimburse Raiden.

9.7 Price changes. Raiden may change its fees effective at the start of any renewal term by notice to Customer at least thirty days before that renewal term begins.

9.8 Disputed charges. Customer must notify Raiden in writing of any disputed charge within sixty days after the invoice date, and must pay all undisputed amounts when due. Charges not disputed within that period are final.

10. Term, Renewal, Suspension and Termination

10.1 Term. This Agreement begins on the Effective Date and continues until all subscription terms have ended and this Agreement is terminated as provided in this Section (the "Term"). The initial subscription term is the term stated in the Order Form, or one month if the Order Form does not state one.

10.2 AUTOMATIC RENEWAL. EACH SUBSCRIPTION TERM AUTOMATICALLY RENEWS FOR A RENEWAL TERM EQUAL TO THE INITIAL SUBSCRIPTION TERM, OR ONE YEAR IF THE INITIAL TERM WAS LONGER THAN ONE YEAR, UNLESS EITHER PARTY GIVES WRITTEN NOTICE OF NONRENEWAL AT LEAST THIRTY DAYS BEFORE THE END OF THE THEN CURRENT TERM. FEES FOR EACH RENEWAL TERM ARE RAIDEN'S THEN CURRENT FEES UNLESS THE ORDER FORM STATES OTHERWISE. CUSTOMER MAY GIVE NOTICE OF NONRENEWAL BY EMAIL TO THE ADDRESS IN SECTION 16.3.

10.3 Suspension. In addition to its other suspension rights, Raiden may suspend all or part of the Service, including any State System Action feature, and subject to Section 12.5 for Public Lot Pages, immediately and without liability if (a) Customer breaches this Agreement; (b) Raiden believes suspension is needed to protect the security or integrity of the Service, any installation, the State System or any person; (c) Raiden receives a request or directive from the Division or any governmental authority; (d) Customer's license is affected as described in Section 4.2; or (e) Section 4.5 applies. Fees continue to accrue during any suspension caused by Customer.

10.4 Termination by Raiden. Raiden may terminate this Agreement (a) for convenience on thirty days' written notice; (b) immediately on notice if Customer breaches this Agreement and the breach is not curable, or if Customer fails to cure a curable breach within ten days after notice; (c) immediately under Section 4.5; or (d) immediately if Customer becomes insolvent, makes an assignment for the benefit of creditors, or becomes subject to bankruptcy, receivership or similar proceedings.

10.5 Termination by Customer. Customer may terminate this Agreement (a) effective at the end of the current subscription term by giving notice of nonrenewal under Section 10.2; or (b) if Raiden materially breaches this Agreement and fails to cure the breach within thirty days after Customer's written notice describing it in reasonable detail. If Raiden terminates under Section 10.4(a) or 10.4(c), or Customer terminates under Section 10.5(b), Raiden will refund any prepaid fees for the period after the termination date, and Customer owes no fees for that period.

10.6 Effect of termination. On termination, all rights granted to Customer end, Customer's access ends, and, except as stated in Section 10.5, Customer will pay all fees accrued or committed through the end of the then current subscription term. Termination does not reverse or cancel any State System Action, and does not relieve Customer of any regulatory obligation.

11. Intellectual Property and Restrictions

11.1 Raiden's property. The Raiden Parties own all right, title and interest in the Service, the software, code, designs, templates, label layouts, Documentation, Service Data, and all improvements and derivatives of them, and all intellectual property rights in them. No rights are granted except as expressly stated in this Agreement.

11.2 Outputs. Subject to payment of all fees, Customer may use Outputs for its internal business and for labeling, documenting and transporting its own products as permitted by law. Raiden retains all rights in the templates, layouts and code used to generate Outputs.

11.3 Restrictions. Customer will not, and will not permit anyone to: (a) copy, modify, translate or create derivative works of the Service; (b) reverse engineer, decompile or disassemble the Service, or attempt to derive its source code, except to the extent the law expressly permits despite this restriction; (c) sell, resell, rent, lease, sublicense, lend, time share or provide the Service to any third party; (d) access the Service to build a competing product or service or to copy its features or design; (e) bypass or interfere with any security, access control, rate limit or usage limit; (f) scrape, crawl or extract data from the Service by automated means except through features Raiden provides; (g) introduce malicious code or attempt to access any other customer's installation or data; (h) use the Service in violation of law or to submit false information to any authority; or (i) remove any proprietary notice.

11.4 Feedback. If Customer or any Authorized User provides suggestions or feedback, Raiden may use them without restriction or compensation, and Customer assigns to Raiden all rights in them.

12. Data After Termination and Public Lot Pages

12.1 Export during the Term. Customer may export Customer Data during the Term using the export features the Service makes available.

12.2 Export after termination. If Customer requests it in writing within thirty days after termination and has paid all amounts due, Raiden will make available an export of the Customer Data then in Customer's installation, in a format Raiden chooses. Raiden may charge its then current rates for any export assistance beyond the Service's standard export features.

12.3 Deletion. After that thirty day period, Raiden may delete Customer's installation and Customer Data without further notice. Copies may remain in backups and logs until they are overwritten in the normal course, and Raiden may keep copies as required by law or as needed to resolve disputes or enforce this Agreement.

12.4 Records in the State System. Termination, deletion and export do not affect any record in the State System. Customer is responsible for its own records retention.

12.5 Public Lot Pages after suspension or termination. Raiden will keep each Public Lot Page that is published on the date a suspension begins or this Agreement terminates available, as it appears on that date, for ninety days after that date. Raiden may disable a Public Lot Page sooner if required by law, court order or a directive of the Division or another governmental authority, to address a security threat, or if Raiden reasonably believes its content is unlawful or inaccurate. During that period Customer may not change any Public Lot Page. After that period, Raiden has no obligation to host any Public Lot Page and may disable it at any time, unless Raiden agrees in writing to continue hosting it for a further period at Raiden's then current rates. Customer is solely responsible for ensuring that products in the market that carry a QR code or link to a Public Lot Page continue to comply with all applicable requirements after the Public Lot Page is disabled.

13. DISCLAIMERS

13.1 THE SERVICE, ALL OUTPUTS, PUBLIC LOT PAGES, DOCUMENTATION AND SUPPORT ARE PROVIDED "AS IS," "AS AVAILABLE" AND WITH ALL FAULTS. TO THE FULLEST EXTENT PERMITTED BY LAW, THE RAIDEN PARTIES DISCLAIM ALL WARRANTIES AND CONDITIONS, EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NONINFRINGEMENT, ACCURACY, QUIET ENJOYMENT, AND ANY WARRANTY ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE.

13.2 WITHOUT LIMITING SECTION 13.1, THE RAIDEN PARTIES DO NOT WARRANT THAT (A) THE SERVICE OR ANY OUTPUT WILL BE ACCURATE, COMPLETE, CURRENT, ERROR FREE, SECURE OR UNINTERRUPTED; (B) ANY LABEL, CERTIFICATE OF ANALYSIS, NUTRITION FACTS PANEL, MANIFEST, PUBLIC LOT PAGE OR OTHER OUTPUT WILL COMPLY WITH ANY LAW, RULE OR DIVISION REQUIREMENT; (C) ANY STATE SYSTEM ACTION WILL BE TRANSMITTED, ACCEPTED, RECORDED OR COMPLETED CORRECTLY, OR AT ALL; (D) DATA READ FROM THE STATE SYSTEM WILL BE ACCURATE OR CURRENT; OR (E) USE OF THE SERVICE WILL PREVENT ANY VIOLATION, FINE, PENALTY, ENFORCEMENT ACTION, RECALL OR LOSS.

13.3 STATEMENTS ON THE WAPUTU WEBSITE, IN MARKETING MATERIALS, IN THE DOCUMENTATION, ON SECURITY OR FEATURE PAGES, OR BY ANY RAIDEN PARTY ORALLY OR IN WRITING ARE NOT WARRANTIES OR COMMITMENTS AND DO NOT FORM PART OF THIS AGREEMENT UNLESS THIS AGREEMENT OR AN ORDER FORM SIGNED BY BOTH PARTIES EXPRESSLY INCLUDES THEM.

14. LIMITATION OF LIABILITY

14.1 EXCLUDED DAMAGES. TO THE FULLEST EXTENT PERMITTED BY LAW, NO RAIDEN PARTY WILL BE LIABLE TO CUSTOMER, ANY AUTHORIZED USER OR ANYONE CLAIMING THROUGH CUSTOMER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR FOR ANY LOST PROFITS, LOST REVENUE, LOST SALES, LOST OR DESTROYED PRODUCT OR INVENTORY, COST OF RECALL, RELABELING OR DESTRUCTION, BUSINESS INTERRUPTION, LOSS OF LICENSE OR LICENSE PRIVILEGES, LOSS OF GOODWILL, LOSS OR CORRUPTION OF DATA, OR COST OF SUBSTITUTE SERVICES, HOWEVER CAUSED, UNDER ANY THEORY OF LIABILITY, EVEN IF ADVISED OF THEIR POSSIBILITY.

14.2 REGULATORY AND STATE SYSTEM LOSSES. TO THE FULLEST EXTENT PERMITTED BY LAW, NO RAIDEN PARTY WILL BE LIABLE FOR ANY FINE, PENALTY, ASSESSMENT, ENFORCEMENT ACTION, LICENSE DISCIPLINE, EMBARGO, ADMINISTRATIVE HOLD, RECALL OR DESTRUCTION ORDER, OR FOR ANY LOSS ARISING FROM ANY STATE SYSTEM ACTION, ANY OUTPUT CUSTOMER USED, OR ANY ACT OR OMISSION OF THE STATE SYSTEM OR THE DIVISION, INCLUDING ANY SUCH FINE, PENALTY OR LOSS CAUSED IN WHOLE OR IN PART BY THE NEGLIGENCE OF A RAIDEN PARTY.

14.3 CAP. TO THE FULLEST EXTENT PERMITTED BY LAW, THE TOTAL LIABILITY OF ALL RAIDEN PARTIES TOGETHER FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE SERVICE OR ANY OUTPUT, UNDER ANY THEORY OF LIABILITY, INCLUDING CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY AND STATUTE, WILL NOT EXCEED THE GREATER OF (A) THE FEES CUSTOMER ACTUALLY PAID TO RAIDEN UNDER THIS AGREEMENT DURING THE TWELVE MONTHS BEFORE THE EVENT THAT FIRST GAVE RISE TO LIABILITY, OR (B) FIVE THOUSAND DOLLARS ($5,000). MULTIPLE CLAIMS DO NOT ENLARGE THIS LIMIT.

14.4 Scope. Sections 14.1 through 14.3 apply even if a remedy fails of its essential purpose, and they allocate risk between the parties as reflected in the fees. They do not limit liability that cannot be limited under applicable law, including liability for harm a Raiden Party causes intentionally or recklessly, and they do not limit Customer's obligations to pay fees or Customer's obligations under Section 15.

14.5 Time to bring claims. Because the Service, the State System and the underlying records change continually and evidence of their condition at any moment is short lived, the parties agree that, to the fullest extent permitted by law, any claim by either party, by an Authorized User, or by or against any Raiden Party, arising out of or relating to this Agreement or the Service, must be filed within one year after the claim arises, or it is permanently barred. For a claim to collect fees, the claim arises on the due date of each unpaid amount. For a claim under Section 15, the claim arises when the Raiden Party receives written notice of the third party claim, demand, investigation or proceeding, or, for Losses incurred without one, when the Raiden Party pays them.

15. Indemnification

15.1 Customer's obligation. Customer will defend, indemnify and hold harmless each Raiden Party from and against all claims, demands, suits, investigations, proceedings, enforcement actions, losses, damages, fines, penalties, judgments, settlements, costs and expenses, including reasonable attorney fees and expert fees (together, "Losses"), arising out of or relating to: (a) Customer's business, products, licenses, premises or operations, including the cultivation, manufacture, testing, packaging, labeling, storage, transport, sale, use or consumption of any cannabis product; (b) any Output that Customer or its Authorized Users printed, applied, published, distributed, submitted or otherwise used, and any Public Lot Page for Customer's products; (c) any State System Action taken through Customer's installation; (d) Customer Data, including any claim that Customer Data is inaccurate, unlawful or infringes or misappropriates any right; (e) any personal information Customer provides in violation of Section 5.9; (f) any act or omission of Customer, its Authorized Users, or anyone using their credentials; (g) Customer's breach of this Agreement or the Terms of Service, or violation of any law; (h) any investigation, inquiry, subpoena or proceeding by the Division or any other governmental authority relating to Customer; and (i) any claim by an Authorized User or by any consumer, patient, retailer, distributor, laboratory, driver or other third party relating to Customer's products or activities.

15.2 Raiden Parties' negligence. CUSTOMER'S OBLIGATIONS UNDER SECTION 15.1 APPLY EVEN IF THE LOSSES ARE CAUSED IN WHOLE OR IN PART BY THE NEGLIGENCE OF A RAIDEN PARTY, BUT DO NOT APPLY TO THE EXTENT A COURT FINALLY DETERMINES THAT THE LOSSES WERE CAUSED BY A RAIDEN PARTY'S INTENTIONAL OR RECKLESS MISCONDUCT.

15.3 Procedure. Raiden will give Customer notice of a claim for which it seeks defense, but a delay in notice relieves Customer of its obligations only to the extent the delay materially prejudices Customer. Raiden may elect to control the defense and settlement of any claim with counsel of its choosing, at Customer's expense. If Raiden does not so elect, Customer will defend the claim with counsel reasonably acceptable to Raiden. Customer will not settle any claim in a way that admits fault by, or imposes any obligation or restriction on, any Raiden Party without Raiden's prior written consent. Any Raiden Party may participate in any defense with its own counsel.

16. Disputes, Governing Law and Notices

16.1 Governing law. This Agreement and every dispute arising out of or relating to it or the Service are governed by the laws of the State of New Mexico, without regard to its conflict of laws rules.

16.2 Venue. Every action arising out of or relating to this Agreement or the Service must be brought exclusively in the state district court for the Second Judicial District, Bernalillo County, New Mexico, and each party consents to that court's personal jurisdiction and venue and waives any objection based on inconvenient forum. Raiden may seek injunctive relief to protect its intellectual property or the security of the Service in any court of competent jurisdiction.

16.3 Notices. Raiden may give notices to Customer by email to the installation owner's email address, by notice in the Service, or by mail to Customer's premises address. Customer must give notices to Raiden by email to legal@waputu.com with a copy by mail to Raiden Investments LLC, 315 San Pedro Blvd NE, Albuquerque, NM 87108. Notices by email are effective when sent, and notices by mail are effective three business days after mailing.

16.4 Informal resolution. Before filing any action against a Raiden Party, Customer must send Raiden a written notice describing the claim and the relief sought, and the parties will attempt in good faith to resolve it for thirty days. This Section does not prevent Raiden from seeking payment of amounts due or injunctive relief.

16.5 WAIVER OF JURY TRIAL. EACH PARTY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICE.

16.6 WAIVER OF CLASS AND REPRESENTATIVE ACTIONS. TO THE FULLEST EXTENT PERMITTED BY LAW, CUSTOMER WILL BRING CLAIMS AGAINST ANY RAIDEN PARTY ONLY IN ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS, COLLECTIVE, CONSOLIDATED OR REPRESENTATIVE ACTION.

16.7 Attorney fees. Customer will pay the reasonable attorney fees and costs a Raiden Party incurs to collect amounts Customer owes, to enforce Section 15, or to enforce Section 11.3.

17. Changes to this Agreement

Raiden may update this Agreement by posting a new version and notifying Customer by email or in the Service. An updated version takes effect on the earlier of (a) Customer's acceptance of it, including through the Service's acceptance process, or (b) the start of Customer's next renewal term that begins at least thirty days after Raiden's notice. If Customer does not agree to an updated version, Customer's sole remedy is to give notice of nonrenewal before the updated version takes effect. Raiden may require acceptance of an updated version as a condition of continued access. An update does not apply to a dispute that arose before it took effect.

18. General

18.1 Entire agreement. This Agreement, including the documents listed in Section 2.4, is the entire agreement between the parties about its subject matter and supersedes all prior and contemporaneous agreements, proposals, statements and understandings, oral or written. No purchase order, vendor form or other Customer document adds to or changes this Agreement, even if Raiden accepts it.

18.2 Assignment. Customer may not assign or transfer this Agreement, by operation of law, change of control or otherwise, without Raiden's prior written consent. Raiden may assign this Agreement, in whole or in part, to any Associated Entity or to any successor to all or part of its business or the Service, without consent. Any other attempted assignment is void.

18.3 Third party beneficiaries. Each Raiden Party is an intended third party beneficiary of Sections 4, 5, 6, 7, 8, 13, 14, 15 and 16, and may enforce them. No other person is a third party beneficiary of this Agreement.

18.4 Force majeure. No Raiden Party is liable for any delay or failure caused by events beyond its reasonable control, including any failure, change or unavailability of the State System; any act, rule, order or directive of the Division or any governmental authority; any change in or enforcement of law, including federal law; failure of a service provider, hosting, network, power or internet service; cyberattack; labor dispute; natural disaster; epidemic; or civil disturbance.

18.5 Publicity. Raiden may identify Customer by name as a customer of the Service in customer lists and sales materials unless Customer opts out by written notice to Raiden.

18.6 Independent contractors. The parties are independent contractors. Nothing in this Agreement, including the authorization in Section 6.2, creates an agency, partnership, joint venture, fiduciary or employment relationship.

18.7 Severability. If any provision of this Agreement is held unenforceable, it will be enforced to the maximum extent permitted and reformed to the minimum extent necessary to make it enforceable, and the rest of this Agreement remains in effect.

18.8 Waiver. No waiver is effective unless in writing and signed by the waiving party. A failure or delay in enforcing any right is not a waiver.

18.9 Survival. Sections 1, 4.3, 4.4, 5, 6.4 through 6.7, 8, 9 (for amounts accrued), 10.6, 11, 12, 13, 14, 15, 16 and 18, and any other provision that by its nature should survive, survive termination.

18.10 Interpretation. Headings are for convenience only. "Including" means including without limitation. This Agreement will not be construed against either party as the drafter.

18.11 Counterparts and signatures. This Agreement and any Order Form may be accepted electronically or signed in counterparts, each of which is an original.

18.12 Acknowledgment. Customer is a licensed business that enters into this Agreement for business purposes. Customer acknowledges that it has read this Agreement, including Sections 5, 6, 13, 14, 15 and 16, had the opportunity to review it with advisers of its choosing before accepting it, and agrees that the fees reflect the allocation of risk in this Agreement.