End
User License Agreement


 


 


THIS
END USER LICENSE AGREEMENT (the "Agreement") dated this 9th day of July 2020, (the "Execution Date")


 


BETWEEN:


Pelican
Delivers of 3100 Bucklin Hill Road Suite 220 Silverdale WA, 98383 (the Licensor")


 


OF
THE FIRST PART


 


-
AND -


 


The
Little Cottage Caregivers (TLCC), DBA “Herbarium” & or Assignee (the Licensee")


 


OF
THE SECOND PART


 


WHEREAS
The Licensor owns a platform for Delivery of Cannabis products.


WHEREAS
Herbarium, owns and operates a dispensary with delivery in California.


NOW
THERFORE; The provisions contained in this agreement and for other good and valuable consideration, the receipt and sufficiency
of which is acknowledged. The Licensor wishes to license computer software to the Licensee, and the Licensee wishes to lease the
software from the Licensor. The parties agree as follows:


 


RECITALS


 


		1.	Exclusivity



 


The
Licensor grants to the licensee the sole exclusivity license (the "License") to use Pelican Delivers (the "Software"),
in a twenty five (25) mile radius from Herbarium Contracted Cannabis Establishments in the city of Los Angeles in the state of
California and the City of Las Vegas, in Clark County in the state of Nevada, for a period of three (3) years beginning on the
signed date of this agreement. In order to keep this Exclusivity agreement enforced after six (6) months beginning on the signed
date of this agreement, there must be at least four (4) new active Herbarium Contracted Cannabis Establishments signed up per
year.


 


		2.	Representation
                                         and warrants by the Licensee



 


		2.1	The
                                         Software may be loaded onto a maximum of two computers per location.



		2.2	Title,
                                         copyright, intellectual property rights and distribution rights of the Software remain
                                         exclusively with the Licensor. Intellectual property rights include the look and feel
                                         of the Software. 



		2.3	This
                                         Agreement constitutes a license for use only and is not in any way a transfer of ownership
                                         rights to the Software.



 






    	 	 	 



    	 	 



    

  


		

                                                    2.4
	The
                                         Licensee may not modify the software or reverse-engineer, or de-compile it in any manner
                                         through current or future available technologies.



		2.5	Failure
                                         to comply with any of the terms under the License section will be considered a material
                                         breach of this Agreement.



		2.6	The
                                         Software, that is provided by the Licensor and accepted by the Licensee "as is".



		2.7	Liability
                                         of the Licensor will be limited to a maximum of the original purchase price of the Software.



		2.8	The
                                         Licensee accepts that software in general is prone to bugs and flaws within an acceptable
                                         level as determined in the industry.



		2.9	On
                                         termination of this Agreement for any reason, the Licensee will promptly destroy the
                                         Software or return the Software to the Licensor.



  


		3.	Representation
                                         and Warrants by Licensor



 


		3.1	The
                                         Licensor will not be liable for any general, special, incidental or consequential damages
                                         including, but not limited to, loss of production, loss of profits, loss of revenue,
                                         loss of data, or any other business or economic disadvantage suffered by the Licensee
                                         arising out of the use or failure to use the Software.



		3.2	Software
                                         will be uninterrupted or error-free. 



		3.3	The
                                         Licensor warrants and represents that it is the copyright holder of the Software.



		3.4	The
                                         Licensor warrants and represents that granting the license to use this Software is not
                                         in violation of any other agreement, copyright and by the law of the state of California
                                         & Nevada.



 


		4.	Assignment



 


This
agreement can be assigned by the licensee under the same rights and obligation granted under this agreement. The assignee must
be approved by the Licensor and should not be unreasonably withheld.


 


		5.	Software



 


"Software"
includes the executable computer programs and any related printed, electronic, and online documentation and any other files that
may accompany the product.


 






    	 	2	 



    	 	 



    




 


		6.	Acceptance



 


All
terms, conditions and obligations of this Agreement will be deemed to be accepted by the Licensee ("Acceptance") and
Licensor upon execution of this Agreement. 


 


		7.	User
                                         Support



 


		7.1	The
                                         Licensee will be entitled to two years of phone support available 9:00am to 9:00pm (7)
                                         seven days a week, at no additional cost. 



 


		7.2	The
                                         Licensee will be entitled to maintenance upgrades and bug fixes, at no additional cost,
                                         for a period of Three (3) years from the date of Acceptance.



 


		8.	Term



The
term of this Agreement will begin on Acceptance and will continue for a period of three (3) years.


 


		9.	Renewal



 


At
the end of the term of this Agreement the Licensee has the option to renew this agreement for a further two (2) years or destroy
all copies of the Software in their possession.


 


		10.	Termination
                                         & Breach



 


This
Agreement will be terminated, and the License forfeited where the:


 


		10.1	If
                                         the licensee has failed to comply with any of the terms of this Agreement or is in breach
                                         of this Agreement, the Licensor may terminate with a 90-day notice period to the Licensee.









		10.2	The
                                         Licensee may terminate this agreement with a 90-day notice period





 


		11.	Fees
                                         paid by the Licensee to the Licensor



 


		11.1	Monthly
                                         subscription fee of $495 per location



		11.2	A
                                         15% surcharge fee on every delivery order, less the discount and before the tax is applied.
                                         






		11.3	Fifty
                                         Cents ($0.50) per delivery order. 


 









    	 	3	 



    	 	 



    




 


		12.	Fees
                                         paid by the Customer to the Licensor



 


		12.1	For
                                         all orders cost of one dollar ($1.00) per mile, will be covered by the customer and added
                                         to their final order before check-out. This fee will be itemized on the final receipt.



		12.2	The
                                         $5.00 driver pick-up fee for all orders, will be paid for by the customer. This fee will
                                         be itemized on the final receipt.



 


		13.	Fees
                                         paid by customer to the Licensee



 


The
Licensee will be entitled to a flat transaction fee of three dollars ($3.00) per order. This fee is paid for by the customer as
part of their order and collected in full by the Licensee. This fee will be itemized on the final receipt. This transaction fee
may be changed by Licensee with 30 days’ notice to Pelican Delivers.


 


		14.	Fees
                                         paid by the Licensor to the Licensee



 


Payments
to Licensee’s from Pelican Delivers are currently completed when delivery drivers pick up orders at the retail location.
This is completed electronically (Via PayPal) to Licensee’s payment account or bank account. This may change to a daily
or weekly payout in the future, due to payment options that are available to Pelican Delivers. An itemized payment summary will
be available to the Licensee upon request.


 


		15.	Force
                                         Majeure



 


In
the event either Party shall be delayed or hindered in or prevented from the performance of any act required hereunder by reasons
of strike, lockouts, restrictive government or judicial orders or decrees, riots, insurrection, war, pandemic(s) or health crisis,
Acts of God, inclement weather or other similar reason or a cause beyond such Party’s control, then performance of such
act shall be excused for the period of such delay. Any timelines affected by such force majeure shall be extended for a period
equal to that of the delay and any affected terms of this Agreement shall be adjusted to reflect cost increases resulting from
force majeure, provided that, should any delay continue for more than thirty (30) calendar days, either Party/Parties may terminate
this Agreement immediately upon written notice. Notice of the start and stop of any such force majeure shall be provided to the
other Party or Parties in writing.


 






    	 	4	 



    	 	 



    




 


		16.	Governing
                                         Law



 


The
Parties to this Agreement submit to the jurisdiction of the courts of the State of California for the enforcement of this Agreement
or any arbitration award or decision arising from this Agreement. This Agreement will be enforced or construed according to the
laws of the State of California. 


 


		17.	Entire
                                         Agreement



 


This
Agreement contains the entire and only agreement and understanding between the Parties hereto in respect to the transactions contemplated
hereby and supersedes all prior agreements, arrangements, and understandings relating to the subject matter hereof. No Party shall
be liable or bound to any other Party hereto in any manner by any warranties, representations, promises or conditions in connection
herewith except as specifically set forth or incorporated herein. The Parties hereto further agree that no representation was
made by or on behalf of others which is not contained in this Agreement and that in entering into this Agreement none relied upon
any representation not herein contained.


 


This
Agreement shall not be binding until each Party hereto has executed the same, and a fully executed copy (which may be by way of
counterparts) of this Agreement has been delivered to each of the Parties hereto. This Agreement does not create or imply any
relationship in agency or partnership between the Licensor and the Licensee.


 


		18.	Signature



 


Signatures
by facsimile and electronic mail are binding in one or more parts and all such counterparts will be treated as original by
all Parties hereto.


 


		19.	Non-Continuing
                                         Waiver



 


The
failure of any Party at any time to require performance of any provision hereof shall in no Manner affect the right thereafter
to enforce the same. No waiver by any Party of any condition, or of the breach of any term, provision, covenant, representation,
or warranty contained in this Agreement in one or more instances shall not be deemed to be, or construed, as a further or continuing
waiver of any such condition or breach or a waiver of any other condition or a waiver of the breach of or failure to comply with
any other term, provision, covenant, representation, or warranty.


 






    	 	5	 



    	 	 



    




 


		20.	Rights
                                         of Others



 


Except
as otherwise provided herein, nothing herein expressed or implied is intended, or shall be construed, to confer upon or to give
any person, firm or corporation, other than the Parties hereto and their respective successors, assigns and legal representatives,
any rights or remedies under or by reason of any term, provision, condition, undertaking, warranty, representation, covenant or
agreement contained in this Agreement; however, it is distinctly understood, stipulated and agreed that the provisions, terms
and conditions of this Agreement shall be binding upon and inure to the benefit of and be enforceable by, the successors, assigns
and legal representatives of the Parties.


 


		21.	Counterparts



 


For
the convenience of the Parties, any number of counterparts of this Agreement may be executed by any one or more Party hereto
and each such executed counterpart shall be, and shall be deemed to be, an original instrument, and to have the force and
effect of an original, but all of which shall constitute, and shall be deemed to constitute, in the aggregate, but one and
the same instrument which shall become effective when one or more counterparts shall have been duly executed and delivered by
each of the Parties hereto.


 


		22.	Descriptive
                                         Headings



 


The
descriptive headings of the several Articles, Sections and Paragraphs of this Agreement are inserted for convenience only and
shall not control or affect, enlarge or diminish, in any way or to any extent the meaning, construction or interpretation of this
Agreement or of any of the provisions hereof.


 


		23.	Corporate
                                         Effect



 


The
signing of this Agreement shall be effective as a final Board Resolution and all the necessary action to effectuate this
Agreement shall be completed with the cooperation of all signatories.


 


		24.	Notices



 


All
notices to the parties under this Agreement are to be provided at the following addresses, or at such addresses as may be later
provided in writing:


 






    	 	6	 



    	 	 



    




 


Licensor:
Pelican Delivers: 3100 Bucklin Hill Road, Suite 220, Silverdale WA, 98383


 


Licensee:
Herbarium: 979 N La Brea, Los Angeles CA 90038


 


 


IN
WITNESS WHEREOF, the Parties hereto have caused this Agreement to be duly executed in their names and on behalf of their
entities as of the Effective Date.


 


 


/s/ David Comeau


Licensor



Pelican
Delivers 


By
David Comeau (Chief Executive Officer)


Date 7/10/2020


 


 


/s/ Adie Meiri


Licensee



The
Little Cottage Caregivers, DBA – Herbarium


By
Adie Meiri (Chief Executive Officer)


Date
7/10/2020 


 






    	 	7