The Dr.Ganja Marketplace

Dr.Ganja is focused on creating and maintaining an incredible consumer and Retail Partner experience. For you, our Retail Partners, this focus means that our mutual relationship is built on trust and that our mutual actions are consistent with maintaining the Dr.Ganja Marketplace. The Dr.Ganja Retail Partner Agreement and Dr.Ganja Policies outlined here are centered on ensuring that Dr.Ganja is a fair marketplace, but do not spell out every conceivable situation or scenario. If ambiguity arises, Dr.Ganja is committed to working with our Retail Partners to create clarity. It is our assumption that as a Retail Partner, you will interact with the Dr.Ganja Marketplace in good faith and in a manner that is consistent with trust and fairness.

In instances where we believe a Retail Partner is either inadvertently or intentionally not acting in a manner consistent with this agreement, we will first strive to work together to correct the specific issue. We commit that we will always be available to quickly and efficiently resolve issues to the best of our ability, and we also trust that our Retail Partners will act in the same manner.

Dr.Ganja Retail Partner Agreement

This Agreement is between you (“you” or “Retail Partner”) and DrGanja.com, Inc. (“Dr.Ganja” or “we”).

We’re excited that you have agreed to use the “Dr.Ganja Marketplace”, which is a proprietary, innovative e-commerce platform provided by Dr.Ganja. Dr.Ganja will sell thousands of products (including your products) through the Dr.Ganja Marketplace to Dr.Ganja’s eligible customers (“Dr.Ganja Customers“).

1. Registration and Use of the Dr.Ganja Marketplace

When you register and use the Dr.Ganja Marketplace, you will be bound by this Agreement and all “Dr.Ganja Policies” (meaning all policies set forth on the Dr.Ganja Marketplace and elsewhere on DrGanja.com), which are all incorporated into this Agreement. This Agreement and all Dr.Ganja Policies may be amended or replaced (and new Dr.Ganja Policies may be added) through the process.

You agree to provide complete and accurate information required by the Dr.Ganja Marketplace and to keep it up to date. You represent that you have the right and power to perform this Agreement and the transactions that you authorize Dr.Ganja to perform on the Dr.Ganja Marketplace. You are responsible for your Dr.Ganja Marketplace password(s) and for any activity through your account. You must keep your password(s) confidential and, if security of your password(s) is compromised, immediately notify Dr.Ganja and change your password(s) on the Dr.Ganja Marketplace.

2. Product Listings with Dr.Ganja

a) Product Listing

You agree to provide complete and accurate product information for each product that you list on the Dr.Ganja Marketplace in accordance with the specifications of the Dr.Ganja Marketplace and in compliance with the Dr.Ganja Product and Listing Policy. You agree that you will only list or sell to Dr.Ganja products that you own or control. If you operate an online marketplace, you may not list or sell to Dr.Ganja third party products that are listed on that marketplace (i.e., products that you do not either own or control). Nothing in this Agreement prohibits you from selling your products on your own or other online marketplaces, or from allowing third parties to sell their products on your own or other online marketplaces.

b) Use of Dr.Ganja Marketplace

When you submit a listing for a product on the Dr.Ganja Marketplace, you agree to comply with and perform the sale of such product in accordance with Dr.Ganja Policies.

c) Processing of Sales; Fulfillment

The Dr.Ganja Marketplace will determine when one of your products is sold to Dr.Ganja on the terms set forth in this Agreement, at which time Dr.Ganja will notify you of the transaction by providing you the order and shipping information to ship your product to the Dr.Ganja Customers. All transactions will be in U.S. Dollars (US$).

You agree to pack, fulfill, ship and deliver each product order on the Dr.Ganja Marketplace in compliance with the Dr.Ganja Fulfillment Policy. Dr.Ganja may use all orders, shipping and tracking information to interact with Dr.Ganja Customers. Dr.Ganja will serve as the first point of customer service for Dr.Ganja Customers, and Retail Partners will not communicate with Dr.Ganja Customers regarding shipments of products by you unless explicitly authorized by Dr.Ganja.

Retail Partners deliver products to Dr.Ganja Customers and have control over the sales transactions of their products to end users (Dr.Ganja Customers). Under no circumstances is Dr.Ganja making an individual sale to an end user of the products sold without the Retail Partner’s consent. The Retail Partner can elect to not allow Dr.Ganja to make a sale to any Dr.Ganja Customers in all circumstances. Dr.Ganja is the seller of record and Dr.Ganja will collect sales tax and remit collected taxes to taxing authorities. This approach is intended to simplify sales tax calculation and processing for both Dr.Ganja Customers and Retail Partners.

d) Merchandising

Dr.Ganja may engage in merchandising, promotion and advertising of the products you offer on the Dr.Ganja Marketplace, as determined by Dr.Ganja in its sole discretion. The activities may be performed on the Dr.Ganja Marketplace or through other online or offline features or programs (including, for example, mailings or inserts), or through any third-party relationship with Dr.Ganja.

3. Payment and Settlement of Dr.Ganja Marketplace Transactions

Products you list on the Dr.Ganja Marketplace are sold to Dr.Ganja customers, and the sale of each of your products listed on the Dr.Ganja Marketplace and the settlement of these transactions (including the payment to Dr.Ganja of commissions) shall occur as set forth in the Dr.Ganja Pricing, Settlement and Commission Policy.

If Dr.Ganja determines in its sole discretion that your actions may result in a dispute with a Dr.Ganja Customer, Dr.Ganja may delay any payments relating to such dispute until the dispute is resolved. Dr.Ganja reserves the right to impose activity limits on some or all Dr.Ganja Customers and Retail Partners on the Dr.Ganja Marketplace (including, without limitation, volume or dollar restrictions). In such case(s), Dr.Ganja will not be liable to you for any transaction by Dr.Ganja that does not proceed or is withdrawn due to any of these limitations.

Dr.Ganja will bear the risk of credit card fraud (i.e., fraudulent purchases arising from the theft and unauthorized use of a third party’s credit card information) occurring in connection with sales of your Products; provided, that Dr.Ganja will not bear the risk of credit card fraud in connection with any of your Products that are not fulfilled strictly in accordance with the order information and shipping information that Dr.Ganja provides you.

4. Refunds and Returns

Dr.Ganja has established the terms by which Dr.Ganja Customers process returns and refunds on their purchases on the Dr.Ganja Marketplace. Returns and refunds of these products between Dr.Ganja and Retail Partners are detailed in the Dr.Ganja Returns Policy.

5. Dr.Ganja Customer Pricing

The price charged by Dr.Ganja to Dr.Ganja Customers on the Dr.Ganja Marketplace may be different than the ”Retailer Price” (as defined in the Dr.Ganja Pricing, Settlement, and Commission Policy) that is listed by you on the Dr.Ganja Partner Portal (“Partner Portal”). However, the amounts paid to you by Dr.Ganja for any sales transaction will always be based upon the Retailer Price and paid as set forth in the Dr.Ganja Pricing, Settlement and Commission Policy.

6. Term

This Agreement starts at the time of your complete registration on the Dr.Ganja Marketplace and then continues until terminated by you or Dr.Ganja. You may terminate this Agreement for any reason at any time by notifying Dr.Ganja through the means then specified by Dr.Ganja on the Partner Portal. Dr.Ganja may terminate this Agreement for any reason at any time by notice to you. Upon termination, any rights and obligations of you and Dr.Ganja with respect to any outstanding sale transaction (including fulfillment and returns) will survive until completed as set forth in this Agreement. The following Sections also survive any termination of this Agreement: 3 (Payments), 6 (Term), 7 (Licenses; Intellectual Property), 8(c) (Recalls and Product Defects), 8(g) (Dr.Ganja’s Customers Personal Information), 9 (Indemnification), 10 (Disclaimer and General Release), 11 (Limitation of Liability), 12 (Taxes), 13 (Relationship of Parties), 16 (Confidentiality), 17 (Governing Law and Disputes) and 18 (Miscellaneous).

7. Licenses Intellectual Property

a) License Relating to your Products

You agree to grant Dr.Ganja the right and license relating to your products and product-related content that is set forth in the Dr.Ganja Product and Listing Policy. Nothing in this Agreement will impair Dr.Ganja’s rights under applicable law to list and display products without a license (e.g., through fair use, a third-party license, or referential use under trademark law).

b) Licenses (Retail Partner)

You grant Dr.Ganja a limited royalty-free, non-exclusive, worldwide right and license to use your name and logo during the term of this Agreement to accurately promote your relationship with Dr.Ganja. Upon termination of this Agreement, you may revoke the license under this Section 7(b). Notwithstanding anything to the contrary, Dr.Ganja agrees that it will not alter your trademark or logo (except to re-size trademarks to the extent necessary for presentation, so long as the relative proportions of such trademarks remain the same).

c) Suggestions

Dr.Ganja will be free to use any suggestions, comments, ideas, improvements, or other feedback or materials (together, “Suggestions”) that you (or any third party related to you) provide to Dr.Ganja in connection with the Dr.Ganja Marketplace (including without limitation any functionality, technology, appearance, design, or business model modifications relating to the Dr.Ganja Marketplace or other area of DrGanja.com). You disclaim any and all ownership rights in any such Suggestions. For purposes of this section, Dr.Ganja’s use includes the ability to use, disclose, reproduce, modify, license, transfer and otherwise distribute, and exploit any of the foregoing in any manner.

d) Ownership of Dr.Ganja Website and Technology

As between Dr.Ganja and Retail Partner, Dr.Ganja owns all technology, infrastructure, know-how, design features, methods and materials used to provide, maintain and display the Dr.Ganja Marketplace (and all intellectual property therein), including all information and data related to how Dr.Ganja Customers and other users view, navigate and use the Dr.Ganja Marketplace, and all manner of connectivity and association (such as those relating to cookies or device identifiers) between Dr.Ganja Customers and users and the Dr.Ganja Marketplace.

8. Other Provisions Regarding Products, Dr.Ganja Customers and the Parties

a) Compliance with Laws and Dr.Ganja Policies

Each party and its agents, subcontractors and suppliers will comply with all applicable laws in the performance of this Agreement. You will also ensure that your products and all product information for your products comply with all applicable laws and all Dr.Ganja Policies.

b) Ownership of Products; Title and Risk of Loss

You will remain responsible to the Dr.Ganja Customer for your products as set forth in this Agreement and the Dr.Ganja Policies.

c) Recalls and Product Defects

You will notify Dr.Ganja promptly as soon as you have any public or private knowledge of any recalls (private or public), defects or nonconformities that apply to any of your products. You are solely responsible to Dr.Ganja and the Dr.Ganja Customers for the condition of your products, including any non-conformity or defect in your products or any public or private recall of your products and for all costs relating thereto, and to comply with all applicable laws relating to product recalls, defects and non-conformities for products sold by you.

d) Insurance

Initially, Dr.Ganja will not require any insurance from you. However, Dr.Ganja reserves the right to require you to maintain at your expense reasonable levels of insurance relating to you or your products, as determined by Dr.Ganja, if you exceed Dr.Ganja determined sales value and/or volume thresholds or for other reasons related to potential risk. This insurance may include commercial general, umbrella and/or excess liability insurance with the insurance limits determined by Dr.Ganja. Dr.Ganja may require such policy to name Dr.Ganja and its assignees as additional insureds (with an insurance certificate provided to Dr.Ganja).

e) Other Financial Matters

You are responsible for all of your expenses in connection with this Agreement, except where this Agreement explicitly provides otherwise. You will allow Dr.Ganja to verify your financial information and procure credit reports about you, and you agree to comply with all reasonable information requests by Dr.Ganja to undertake these activities.

f) No Damage to Dr.Ganja’s Site

You agree not to access, search or otherwise use the Dr.Ganja Marketplace or other areas of DrGanja.com through the use of any engine, software, tool, agent, device, mechanism or automated means (including spiders, robots, crawlers, data mining tools or the like) in any way that is harmful or damaging to Dr.Ganja (as determined by Dr.Ganja in its sole discretion), which obligations shall be in addition to any such obligations set forth on the Dr.Ganja Marketplace Terms of Use.

g) Dr.Ganja Customers Personal Information

As a result of sales and other activity through the Dr.Ganja Marketplace, you will receive information about identified or identifiable Dr.Ganja Customers and related third parties (such as third parties to whom Dr.Ganja Customers designate as recipients of shipments), including without limitation names, contact information, purchase information, and the fact that individuals have a relationship with Dr.Ganja (“Dr.Ganja Customers Personal Information”).

There are restrictions on your use of Dr.Ganja Customer Personal Information. You may use the Dr.Ganja Customer Personal Information to perform your obligations and exercise your rights under this Agreement and for purposes of legal compliance. You may not directly or indirectly use Dr.Ganja Customer Personal Information to (a) contact any Dr.Ganja Customer that has ordered product that has not yet been delivered, or any related individual such as a designated shipment recipient, with the intent to offer or solicit any purchase, (b) call a Dr.Ganja Customer for any reason (including any fulfillment questions which should be handled by carriers except for any fulfillments that require a scheduled delivery with the Dr.Ganja Customer), (c)solicit additional information from the Dr.Ganja Customer or related individual (which in any case would be deemed Dr.Ganja Customer Personal Information) or (d) sell or otherwise transfer Dr.Ganja Customer Personal Information to any third party.

Dr.Ganja does allow select marketing communication with the Dr.Ganja Customer through the inclusion of marketing materials within the packaging of Dr.Ganja orders shipped. All marketing materials and communications must comply with the Dr.Ganja Product and Listing Policy.

Additionally, a Retail Partner acquires a Dr.Ganja’s Customer’s contact information, the Dr.Ganja Retail Partner may then contact the Customer for marketing purposes using the information provided via Dr.Ganja, except as explained in the following paragraph. In any case, however, if Dr.Ganja indicates to you that the relevant individual has opted out of Retail Partner marketing, then you may not use the Dr.Ganja Customer Personal Information to contact the individual (e.g. by telephone, or email) to solicit or induce a purchase, rental, lease, or exchange of products, goods, property, or services.

Regardless of any opt-out information that Dr.Ganja provides to you, this Section does not restrict your use of information that you acquire or develop outside the context of Dr.Ganja and without the use of Dr.Ganja Customer Personal Information or other Dr.Ganja Confidential Information. For example, if you have a pre-existing relationship with an individual who also is a Dr.Ganja Customer, and you already have their contact information, this Agreement does not prevent you from contacting them with that contact information for marketing purposes, but you cannot, for example, target that Dr.Ganja Customer because of information learned through transactions made on the Dr.Ganja Marketplace or otherwise due to the fact that the Dr.Ganja Customer has a relationship with Dr.Ganja.

9. Indemnification

You agree to indemnify, defend and hold harmless Dr.Ganja and Dr.Ganja’s Representatives (as defined below) against any claim, loss, damage, settlement, cost, expense or other liability (each, a “Claim“) arising from or related to (a) your products, including without limitation, the sale and fulfillment of your products, any actual or alleged infringement of any related intellectual property rights in your products and any actual or alleged personal injury, death or property damage related to your products, (b) any breach of your obligations under this Agreement or (c) any taxes owed by you as set forth in this Agreement. You will use counsel reasonably satisfactory to Dr.Ganja to defend any indemnified Claim, and Dr.Ganja may control the defense of any indemnified claim (at Dr.Ganja’s cost) to the extent Dr.Ganja determines that any indemnified Claim might adversely affect Dr.Ganja. Neither party may consent to a settlement or entry of any judgment related to a Claim without the other party’s prior written consent, which may not be unreasonably withheld. “Dr.Ganja’s Representatives” means Dr.Ganja’s employees, officers, directors, investors, service providers, agents and advisors.

10. Disclaimer and General Release

The Dr.Ganja Marketplace, including all content, software, functions, materials and information made available on the Dr.Ganja Marketplace is provided to you “as-is.” You agree that you are using the Dr.Ganja Marketplace at your own risk. To the fullest extent permissible by law, Dr.Ganja disclaims (a) any and all representations and warranties related to this Agreement, (b) any implied warranties relating to this Agreement (such as implied warranties of merchantability, fitness for a particular purpose or non infringement) and (c) any other obligation, or liability to you or any third party, whether or not arising from Dr.Ganja’s negligence.is.” You agree that you are using the Dr.Ganja does not warrant that the functions and software contained in the Dr.Ganja Marketplace will meet your requirements. Dr.Ganja does not guarantee that the Dr.Ganja Marketplace will be available, timely, secure, uninterrupted or error free. Dr.Ganja will not be responsible for any service interruptions, including without limitation those relating to any sales transactions. Dr.Ganja will not be liable for any delay or failure to perform any of Dr.Ganja’s obligations under this Agreement by reasons, events or other matters beyond Dr.Ganja’s reasonable control.

11. Limitation of Liability

Except with respect to obligations arising under Sections 3 (Payments), 9 (Indemnification) and 16 (Confidentiality), neither party will be liable to the other party (whether in contract, warranty, tort or for claims of negligence, product liability or other claim) for any loss of profit, revenue, business, or data or indirect, punitive or consequential damages arising out of or relating to this Agreement, even if such party has been advised of the possibility of such costs or damages. Dr.Ganja’s aggregate liability arising out of or in connection with this Agreement (or transactions contemplated by this Agreement) will not exceed the total amounts paid by you to Dr.Ganja during the six month period prior to the date your claim arose.

12. Taxes

Dr.Ganja will be responsible for collection of tax on sales of product to Dr.Ganja Customers. Dr.Ganja will provide to you a Multijurisdictional Uniform Sales & Use Tax Certificate (“Certificate”), that identifies the states where Dr.Ganja is registered to collect taxes. States may have different requirements regarding tax resale exemption, including but not limited to laws regarding drop ship transactions. All fees payable by you to Dr.Ganja under this Agreement are exclusive of any applicable taxes.

For purposes of this Agreement, the term “taxes” means all sales taxes, taxes on goods and services, value added and consumption taxes, use taxes, excise taxes, import and export fees, regulatory fees, levies or similar charges and duties assessed or required to be collected or paid for any reason in connection with the promotion, offer, sale or fulfillment of any products by you in connection with the Dr.Ganja Marketplace.

13. Relationship of Parties

You and Dr.Ganja are independent contractors, and nothing in this Agreement will create any partnership, joint venture, agency, sales representative or employment relationship between us. This Agreement is for the sole and exclusive benefit of Dr.Ganja, Dr.Ganja Customers and you, and there are no other third party beneficiaries under this Agreement.

14. Modifications to the Dr.Ganja Marketplace and this Agreement

We may be making frequent changes and improvements to Dr.Ganja platform (including the Dr.Ganja Marketplace), products and services. Dr.Ganja may also amend this Agreement, including by amending, revoking, or adding new Dr.Ganja Policies at any time and at Dr.Ganja’s sole discretion, by posting the updated or new versions (or notice of revocation) or a link to them on a designated portion of the Dr.Ganja Marketplace. Unless the updated or new document specifies a longer delay before its effective date, the changes will take effect at the earlier of (i) 10 days after the posting to the designated area or (ii) your express acceptance of them, such as via a click-through process.

If you do not agree with these changes, you must discontinue use of the Dr.Ganja Marketplace and terminate this Agreement as specified in Section 6 before the 10-day period expires. To be clear, changes to Section 17 will not apply to claims that accrue prior to the effective date of the changes, which will continue to be governed by the version of Section 17 that was effective upon accrual of the claim. The foregoing does not, however, negate any other termination rights held by either party.

15. Control of Site

Notwithstanding anything to the contrary, Dr.Ganja has the right in Dr.Ganja’s sole discretion to determine the content, appearance, design, functionality and other aspects of the Dr.Ganja Marketplace, including the right to re-design, modify, remove and alter the content, appearance, design, functionality, and other aspects of the Dr.Ganja Marketplace and any element, aspect, portion or feature thereof (including any product listings). Dr.Ganja also has the right to cease providing to you access to the Dr.Ganja Marketplace at any time and without notice or to delay, halt any transaction, suspend the listing or de-list any of your products, or take any other action to restrict access to or availability of any inaccurate listing, any inappropriately categorized items, any unlawful items, or any items otherwise prohibited by Dr.Ganja Policies. Dr.Ganja reserves the right to rate (or allow Dr.Ganja Customers to rate) your or others products sold through the Dr.Ganja Marketplace and/or rate your performance as a Retail Partner on the Dr.Ganja Marketplace, and to make these ratings and feedback publicly available. Dr.Ganja also has the right to monitor any activity on the Dr.Ganja Marketplace and investigate any matters that arise from such activity.

16. Confidentiality

Each party agrees to hold all Confidential Information (as defined below) of the other party in strict confidence and not use any such Confidential Information for any purpose other than to perform its obligations and exercise its rights under this Agreement. Neither party shall disclose the other party’s Confidential Information to any third party, except such party may disclose such Confidential Information to its employees, affiliates, service providers, advisors and other representatives who need to know to perform this Agreement and for internal purposes such as accounting, tax or regulatory matters. Each party agrees to be responsible for any disclosure by its employees, affiliates, service providers, advisors and other representatives and for their compliance under this Agreement. Each party shall take reasonable measures to protect the confidentiality and avoid the unauthorized use, disclosure or dissemination of the other party’s Confidential Information. Release of Confidential Information in response to a subpoena, court order, or other demand from a litigant or law enforcement entity will be permitted only if the recipient of the Confidential Information has provided the discloser with advance notice (to the extent legally permitted) to permit the discloser to seek a protective order or other appropriate remedy to protect its Confidential Information from release, and the recipient limits the release of the Confidential Information to the extent reasonably possible under the circumstances “Confidential Information” means all information in whatever form (e.g., written, verbal, electronic), tangible or intangible, whether disclosed or prepared upon review of such information, pertaining to the business of the disclosing party or its affiliates, subsidiaries or business associates. Confidential Information includes business, product or service plans; financial information and projections; designs, drawings, schematics, techniques, suggestions, development tools and processes; data and computer software; developments, inventions, and improvements; research and development; customer, market and marketing information (including Dr.Ganja Customer Personal Information, which shall be considered Confidential Information) and the terms of this Agreement. Sales data and your selections will be considered Confidential Information. Confidential Information does not include information that (i) is or becomes publicly known, not as a result of any improper action or inaction of the party receiving such information; (ii) was rightfully in possession or known by the party receiving such information at the time of disclosure; (iii) is disclosed to the party receiving such information by a third party who rightfully possesses the information without confidentiality restrictions, (iv) is independently developed by the party receiving such information without use or reference to the Confidential Information or (v) Dr.Ganja expressly consents that you may disclose.

These obligations are in addition to, but do not supersede, the obligations set forth in Section 8(g).

17. Governing Law and Disputes

a) Governing Law

You agree that the laws of the State of California will govern this Agreement and any claim or dispute between you and Dr.Ganja discussed below. The United Nations Convention on Contracts for the International Sale of Goods shall not apply.

b) Disputes

Any claim or dispute between the parties, including any arising out of or relating to the Dr.Ganja Marketplace, or this Agreement, including any disputes as to the validity or enforceability of this Agreement, shall be finally settled by confidential arbitration in Los Angeles County, California, using the English language in accordance with the Arbitration Rules and Procedures of Judicial Arbitration and Mediation Services, Inc. (“JAMS”) then in effect, by one commercial arbitrator with substantial experience in resolving intellectual property and commercial contract disputes, who shall be selected from the appropriate list of JAMS arbitrators in accordance with the Arbitration Rules and Procedures of JAMS. The prevailing party in any arbitration or other proceeding arising under this Agreement shall be entitled to receive reimbursement of its reasonable expenses (including reasonable attorneys’ fees and all other expenses) incurred in connection therewith. Judgment upon the award so rendered may be entered in a court having jurisdiction or application may be made to such court for judicial acceptance of any award and an order of enforcement, as the case may be.

Notwithstanding the foregoing, each party shall have the right to institute an action in a court of proper jurisdiction for injunctive or other equitable relief to enjoin infringement or other misuse of intellectual property rights. For all purposes of this Agreement, the parties’ consent to exclusive jurisdiction and venue in the United States Federal Courts or state courts located in Los Angeles.

c) Prohibition of Class and Representative Actions and Non-Individualized Relief

YOU AND DR.GANJA AGREE THAT EACH OF US MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION OR PROCEEDING. UNLESS BOTH YOU AND DR.GANJA AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE OR JOIN MORE THAN ONE PERSON’S OR PARTY’S CLAIMS, AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A CONSOLIDATED, REPRESENTATIVE, OR CLASS PROCEEDING. ALSO, THE ARBITRATOR MAY AWARD RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF NECESSITATED BY THAT PARTY’S INDIVIDUAL CLAIM(S). ANY RELIEF AWARDED CANNOT AFFECT OTHER RETAIL PARTNERS OR OTHER SELLERS ON THE DR.GANJA PLATFORM OR DR.GANJA CUSTOMERS NOT INVOLVED IN SUCH CLAIM. ANY AWARD OF DAMAGES BY THE ARBITRATOR MUST BE CONSISTENT WITH THE LIMITATIONS OF LIABILITY SET FORTH IN THIS AGREEMENT, INCLUDING AS TO THE TYPES AND THE AMOUNTS OF DAMAGES FOR WHICH A PARTY MAY BE HELD LIABLE. ANY ARBITRATION OR PERMITTED LITIGATION FOR A CAUSE OF ACTION SUBJECT TO THIS SECTION MUST COMMENCE WITHIN 1 YEAR AFTER THE CAUSE OF ACTION AROSE; OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.

d) Any Disputes between you and Dr.Ganja Customers or Third Parties

While Dr.Ganja may in its discretion assist you or a Dr.Ganja Customer in any dispute or claim between you and a Dr.Ganja Customer regarding a product purchased by the Dr.Ganja Customer from Dr.Ganja under this Agreement, you release Dr.Ganja from any and all claims, demands and damages of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with any such products or any such disputes between you and a Dr.Ganja Customer, or between you and any other third party.

e) Release

You release Dr.Ganja from any and all claims, demands and damages of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with Dr.Ganja’s release to law enforcement of any information, communications, content or other records that Dr.Ganja maintains about or in connection with you or your account.

18. Miscellaneous

You may not assign this Agreement, by operation of law or otherwise, without DrGanja’s prior written consent. Subject to the foregoing restriction, this Agreement will be binding on, inure to, and be enforceable against the parties and their respective successors and assigns. Dr.Ganja may assign this Agreement in its sole discretion, including by way of merger or sale of stock, by providing you notice of the same.

Dr.Ganja will send all notices required by this Agreement to you via the Dr.Ganja Marketplace or at the e-mail address you provide on the Partner Portal (which you may change at any time on the Dr.Ganja Marketplace) or by any other means then specified by Dr.Ganja to the address you provide on the Partner Portal. You must send all notices and other communications relating to Dr.Ganja by using Dr.Ganja’s then specified method on the Dr.Ganja Marketplace or by certified mail or overnight delivery to Dr.Ganja.com, Attention: Retail Partner Notices, at the address for Dr.Ganja set forth on the Partner Portal.

If any provision of this Agreement is held to be invalid, void or for any reason unenforceable, such provision shall be struck out and shall not affect the validity and enforceability of the remaining provisions.

A party’s failure to enforce strict performance of any provision of this Agreement will not constitute a waiver by that party of its right to enforce such provision (through strict performance or otherwise) or any other provision of this Agreement.

This Agreement and all Dr.Ganja Policies are the entire understanding and agreement between you and Dr.Ganja relating to the matters covered thereby and supersede all prior understandings and agreements of the parties relating to those matters. In the event of any conflicts between Dr.Ganja Policies and this Agreement, Dr.Ganja Policies will prevail.

Dr.Ganja Fulfillment Policy

1. Performance Expectations

Dr.Ganja expects all Retail Partners to consistently demonstrate excellent performance. Retail Partners should consider performance metrics and targets when configuring their operational settings on the Dr.Ganja Marketplace. In order to maintain a great Dr.Ganja customer experience, every effort should be made to provide fulfillment information and maintain operational settings that provide specific delivery days as opposed to delivery date ranges. This objective can be achieved by providing specific shipping methods (e.g. USPS) in the Partner Portal as opposed to general service levels. In order to ensure a positive Dr.Ganja customer experience, Dr.Ganja expects orders to be delivered to Dr.Ganja customers within 5 business days or less from order placement.

Dr.Ganja has defined performance metrics and targets below that illustrate the performance expectations that we have for our Retail Partners.

a) Order Acknowledgement Time Service Level

This metric is defined as the percentage of orders acknowledged by the Retail Partner within a specified time after the order is in a Ready status on Dr.Ganja’s platform.
Dr.Ganja expects Retail Partner to acknowledge an order within 24 hours.
If order is not acknowledged within 24 hours the order may get canceled.

b) Order Acceptance Rate

This metric is defined as the percentage of orders accepted by the Retail Partner.
This metric is an indication of Retail Partner’s inventory accuracy on the Dr.Ganja platform.
Performance Expectation: > 99.0%.

c) Orders Shipped Rate

This metric is defined as the percentage of complete orders shipped after acceptance.
This metric is an indication of the inventory accuracy and health in the Retail Partner fulfillment network.
Performance Expectation: > 99.8%.

d) Orders Shipped On Time Rate

This metric is defined as the percentage of orders that have a first scan by the shipping carrier < 24 hours after the expected ship date (as determined by the order processing time and operating days set by the Retail Partner).
Performance Expectation: > 99%.

e) Orders Delivered On Time Rate

This metric is defined as the percentage of orders delivered on time.
This metric is an indication of overall delivery promise performance.
Performance Expectation: > 98%.

f) Order Processing Time

This metric is defined as the time to process and fulfill the order (pick/pack/ship).
Retail Partner will fulfill within 48-72 hours of order acceptance.
This value is defined by the Retail Partner in the Partner Portal by selecting appropriate service levels for fulfillment processing time.
If Dr.Ganja determines that the Retail Partner has significantly exceeded the fulfillment processing time indicated in the Partner Portal and has not yet shipped the complete order, Dr.Ganja reserves the right to cancel the unfulfilled portion of the order on the Retail Partner’s behalf.

g) Order Processing to Delivery Time

This metric is defined as the time from completion of order processing (shipment) to delivery of order.
Retail Partner will be able to deliver the package in 3 to 5 business days from the time of shipment depending on ship distance.
This value is influenced by the Retail Partner in the Partner Portal by selecting appropriate shipping service levels or shipping methods that can meet this promise.

h) Order to Delivery Time

This metric is defined as the aggregate time for Order Processing Time and Order Processing to Delivery Time.
Retail Partner will be able to deliver the package in 3 to 5 business.
This metric is the overall Dr.Ganja Customers delivery promise time.

i) Return Defects

This metric is defined as portion of orders that have a defect due to Retail Partner that resulted in customer return or refund (e.g. wrong item shipped, or poorly packed damaged items, etc.).
Performance Expectation: <1%

j) Order Defect Rate

This metric is defined as the percentage of the orders with one or more defects.
This metric combines multiple performance metrics and represents overall defect rate that is affected by seller cancellations, late delivery, return defects, etc.
Performance Expectation: <2%

k) Average Dr.Ganja Contact Response Time

This metric is defined as the percentage of Dr.Ganja initiated messages that are responded to within 12 hours. This metric includes evenings and weekends.
Performance Expectation: >95.0%

For specialized products such as bulky or heavy items that may require longer time to deliver, Dr.Ganja will work with you in good faith to establish fulfillment expectations which differ from the expectations set forth above. If no different fulfillment expectations are memorialized in a separate writing agreed to by both you and Dr.Ganja, then the above expectations shall apply.

2. Settings and Guidelines

a) Inventory Update Frequency

Retail Partner will refresh all inventory quantities at least once per day but update frequency should be adjusted based on velocity of sales.
Individual products that run a substantial risk of stocking out should be refreshed as needed during the day to maintain availability for sale without over selling.
There is no limit to the number of times per day that a Retail Partner may update inventory quantities.

b) Shipping Definitions and Tracking Requirements

Dr.Ganja defines an order as ‘shipped’ when it has been delivered to the shipping carrier or provider and is en route to the Dr.Ganja Customers.
Dr.Ganja expects all Retail Partners to work with reliable logistics providers that are able to provide accurate carrier information and a valid package tracking number at the time of shipment. For a tracking number to be valid, it must be recognized on the carrier website at the time of shipment and provide accurate information during transit specific to the relevant Dr.Ganja customer order.

c) Packaging Guidelines

Dr.Ganja expects all Retail Partners to maintain high quality standards for packing and delivering products. Items should be placed in appropriately sized boxes and packed in a way that prevents damage. Dr.Ganja does not consider the use of packing peanuts or similar products to be high quality packaging.

The following information must be included on packing slips:

Indication that order is from DrGanja.com
Instructions to contact Dr.Ganja Customer Service for Support

If Retailer Partner cannot comply with this configuration, then Retailer Partner should not provide a packing slip with the shipment(s). It is expected that Dr.Ganja customers will contact Dr.Ganja Customer Service to initiate returns or to resolve any problems. Retailer Partner may include a free return-shipping label in the original shipment if it normally does so.

Dr.Ganja prohibits all Retail Partners from using packing materials containing any logo other than a logo identifying the Retail Partner or a product in the package.

3. Performance Management Process

Dr.Ganja will monitor the performance of each Retail Partner on an ongoing basis, with the objective of assessing each Retail Partner’s ability to meet our service promise to Dr.Ganja customers. When reviewing Retail Partner performance, Dr.Ganja will consider a variety of factors:

Adherence to the Dr.Ganja performance expectations outlined above.
Adherence to expected service levels as defined by the Retail Partner in their operational configuration.

If a Retail Partner fails to meet these expectations, Dr.Ganja may recommend that the Retail Partner set new service levels or automatically adjust them. Dr.Ganja will continue to closely monitor performance for desired improvement. If a Retail Partner continues to perform poorly, Dr.Ganja reserves the right to select other Retail Partners to fulfill like orders (until the underperforming Retail Partner is able to demonstrate to Dr.Ganja that it has remedied the underperformance) or Dr.Ganja may choose to suspend the Retail Partner’s access to the Dr.Ganja Marketplace. If the performance issue significantly impacts the Dr.Ganja customer experience, Dr.Ganja may in its sole discretion suspend the Retail Partner’s access without advance notice, in addition to pursuing any other legal remedy available to Dr.Ganja for breach of contract.

4. Order Acknowledgement (Explanation)

The Order Acknowledgment is a requirement from Dr.Ganja that a Retail Partner acknowledges an order when Dr.Ganja has selected the Retail Partner for fulfillment. The Retail Partner is required to acknowledge the entire order as either accepted or rejected. This requirement means that if one item cannot be fulfilled, then the entire order should be rejected. Retailer Partner may receive a new order for the items that can be fulfilled.

5. Retail Partner Order Defect Rate (Explanation)

Dr.Ganja recognizes that select order defects may be due to the fault of the Retail Partner, the shipping carrier, or Dr.Ganja. Dr.Ganja will take these into consideration when evaluating the order defect rate.

Dr.Ganja will attribute the following types of order defects to the Retail Partner:

Damaged, defective or broken items
Missing or wrong items
Late or lost shipments

Ongoing violations of the Dr.Ganja Fulfillment Policy may result in Dr.Ganja revoking the privilege to list on the Dr.Ganja Marketplace.

Dr.Ganja Returns Policy

Dr.Ganja strives to take the hassle out of returns for both Retail Partners and Dr.Ganja customers. We offer our Dr.Ganja customers a consistent returns policy across all of our Retail Partners, where Dr.Ganja’s Customer Service team handles Dr.Ganja customer interactions and servicing such as returns and refund payments.

Retail Partners will mirror their existing return shipping cost policy. If return shipping is free whether by policy or common practice, then Retail Partner will pay for return shipping costs. Dr.Ganja will generate a return shipping label or facilitate the return using an appropriate carrier and method that provides the ability to track return shipments.

If Dr.Ganja has deemed that Retailer Partner’s or its agent’s error was the reason for a return (e.g., Retailer Partner shipped an incorrect item to a Dr.Ganja customer or an item was damaged/defective), Retailer Partner will be responsible for return shipping costs and any applicable Customer Service costs regardless of its normal return shipping cost policy.

1. Dr.Ganja Customers Return and Refund Policy

Dr.Ganja customers may request free returns of items for up to 30 days after the initial delivery date, unless they waive the right to return products.

Returned items must meet the following requirements:

The item is not on the list of Non-Returnable Products and Product Categories below.
The item must still be new, in the original packaging and with the original tags still attached.
Damaged, defective and incorrect items delivered to Dr.Ganja Customers may be returned at no added charge, regardless of whether that Dr.Ganja Customers elected to ‘waive returns’ for the item.

At this time Dr.Ganja does not process exchanges, only returns, replacements and refunds.

In order to ensure this return policy is not abused by Dr.Ganja customers, the Dr.Ganja Customer Service team will monitor behavior and address any issues of policy abuse. Dr.Ganja will review and determine when Dr.Ganja customer accounts associated with abuse will be inactivated.

2. Dr.Ganja Retail Partner Return Policy

As described above, certain sales that Dr.Ganja makes to Dr.Ganja customers may result in returns to Retail Partner and replacements and/or refunds of products fulfilled by Retail Partner. If a product fulfilled by Retail Partner is returned, replaced or has a refund request to Dr.Ganja, Dr.Ganja may decide to submit to Retailer Partner a replacement, return and/or refund request, providing the reason for the replacement, return and/or refund request.

a) Replacements

For any item(s) that Dr.Ganja needs replaced, Retailer Partner will receive either a return notification requesting that the item(s) be replaced upon return or receive an order that is identified as a replacement order for the previously shipped item(s). For settlement purposes, a replacement order will be treated as a separate order with the same price and commission charges as the original item(s). Upon Dr.Ganja’s return of the original item(s), the replacement order will be debited from the Retail Partner account. If the original item(s) cannot be returned such as if the shipment is lost, the item(s) condition prevents a return, or the cost to return the item(s) exceeds the resale value of the item(s), Dr.Ganja will request and automatically process a refund for the replacement order, which Dr.Ganja will debit from Retail Partner’s account.

b) Returns and Refunds

Upon its receipt and processing of returned item(s), Retailer Partner will either replace the item(s) as described above or if a refund is requested provide the refund amount to Dr.Ganja, which Dr.Ganja will debit from Retail Partner’s account. If Dr.Ganja determines that more than 48-hours has passed since Retailer Partner received returned item(s) and Retailer Partner has not yet processed the returns, Dr.Ganja will initiate the returns processing for the item(s) on Retailer Partner’s behalf. The refund amount will generally equal the item(s) price set by Retailer Partner. If it is Retailer Partner’s normal policy to also refund original shipping costs on returns, it is expected that that policy also be mirrored on Dr.Ganja.

In some cases Dr.Ganja may request a refund without a return such as if the shipment is lost, the item(s) condition prevents a return, or the cost to return the item(s) exceeds the resale value of the item(s). If Dr.Ganja deems that Retailer Partner’s or its agent’s error was the reason for the return and/or refund (e.g., Retailer Partner shipped the incorrect item(s) or the item(s) arrived damaged/defective), it is expected that Retailer Partner will refund any original shipping costs paid to Retailer Partner in addition to the item(s) price.

Dr.Ganja will generally direct the return shipment to Retailer Partner’s closest facility accepting returns or if applicable, the return location identified with the original shipment details sent to Dr.Ganja. In addition, any special return shipment identification such as a Return Merchandise Authorization (RMA) if needed should be included with the original shipment details.

3. Return Processing

Dr.Ganja Customers can initiate the return of products for up to 30 days after product delivery. Relating to this timing, and to ensure an appropriate Dr.Ganja customer experience, Retail Partners must accept returns at their facilities for up to 60 days after the product delivery date (this excludes items on the list of Non-Returnable Products and Product Categories and other items specifically agreed to by Dr.Ganja and the Retail Partner). Returns arriving after 60 days from product delivery can be either accepted and approved or returned to the sender at the Retail Partner’s discretion.

4. Performance Expectations

In order to ensure a positive Dr.Ganja customer experience, Dr.Ganja expects that all Retail Partners promptly review and process returns. Dr.Ganja will review and monitor return processing performance and work with the Retail Partner to address any issues.

Returns Processing Time

This metric is defined as the percentage of Dr.Ganja returns that are processed and completed within 2 business days after receiving the returned item.
Performance Expectation: >99.0% for 2 business days

5. Settlement and Refund Processing

If Retailer Partner accepts a return or refund request, Dr.Ganja will debit Retailer Partner’s Dr.Ganja account for any amount originally credited for such product. This debit will include original shipping costs if Retailer Partner, or its agent, are deemed at fault. In addition, Dr.Ganja will also debit Retailer Partner‘s Dr.Ganja account for return shipping costs when applicable.

If upon receiving a return, Retailer Partner believes there is a reason that the full requested amount should not be refunded to Dr.Ganja, Retailer Partner may provide Dr.Ganja with the lesser amount and associated rationale. Dr.Ganja reserves the right to adjust the refund amount if Dr.Ganja deems an adjustment to be appropriate in its sole discretion.

For refund amounts debited against Retailer Partner’s account, Dr.Ganja will also refund back the commission fee originally charged on the refunded amount.

6. Non-Returnable Products and Product Categories

Select sets of items on the Dr.Ganja Marketplace are not eligible for Dr.Ganja customer return.

7. Ownership of Returned Products

Title to and risk of loss for shipment of tangible product returned by a Dr.Ganja customer will transfer to Dr.Ganja and then immediately to the Retail Partner upon delivery to the common carrier for shipment back to the Retail Partner.

Dr.Ganja Pricing, Settlement and Commissions Policy

1. Pricing

a) How Prices Work on Dr.Ganja

For each Product, Retailer Partner will provide the price at which it will sell the product (the “Item Price”) as well as the shipping fees for that Product (the “Shipping Price”). At checkout, the Dr.Ganja Marketplace matches Dr.Ganja customers with Retail Partners, thereby determining which Retail Partner(s) will fulfill a given Dr.Ganja customer order. If Retailer Partner is selected as the fulfilling party. For a given product, the amount Retailer Partner will receive is the “Retailer Price.” The Retailer Price = the Item Price + Shipping Price.

The amounts paid to Retailer Partner by Dr.Ganja for any sales transaction will always be based on the Retailer Price.

If Dr.Ganja determines in its sole discretion that Retailer Partner’s actions may result in a dispute with a Dr.Ganja customer, Dr.Ganja may delay any payments relating to such dispute or assortment until the dispute is resolved. Dr.Ganja reserves the right to impose activity limits on some or all Dr.Ganja customers and Retail Partners on the Dr.Ganja Marketplace (including, without limitation, volume or dollar restrictions). In such case(s), Dr.Ganja will not be liable to Retailer Partner for any transaction by Dr.Ganja that does not proceed or is withdrawn due to any of these limitations.

2. Settlement

a) What Retail Partner Receive

At a given point in time, Retailer Partner’s account will contain credits (amounts owed to Retailer Partner by Dr.Ganja) and debits (amounts Retailer Partner owes Dr.Ganja). The components of this account balance are as follows:

a) Amounts owed to Retail Partner = cumulative Retailer Price of items sold to Dr.Ganja customers.
b) Amounts owed to Dr.Ganja = commissions, refunds and return shipping costs if applicable.

For items sold, the date at which the sale of the item is recognized is the carrier acknowledgement date. This date is also the moment at which any commissions are calculated and recorded for a given transaction.

b) When Retailer Partner Gets Paid

Dr.Ganja operates on a  biweekly settlement basis. Biweekly is defined as starting at 12:00 am UTC on Saturday and ending at 12:00 am UTC on the 2nd Saturday. Upon the conclusion of the given 2 week, Dr.Ganja will reconcile the amounts due to Retailer Partner and remit the balance to the bank account provided in the Partner Portal. This balance transfer will be sent via Automated Clearinghouse (ACH) on the Thursday following a given week’s close, and should be available to Retailer Partner the following business day. If the Thursday or Friday occurs on a U.S. Federal Holiday, a corresponding delay in receiving any funds may occur.

Dr.Ganja reserves the right to offset any future payments to Retailer Partner by any negative account balance amount, or to invoice Retailer Partner for such amount.

It is Retailer Partner’s responsibility to provide accurate banking information. Dr.Ganja is not responsible for any delays in payment that result from inaccurate banking or payment information entered via the Partner Portal.

3. Commissions

When Retailer Partner sells an item on the Dr.Ganja Marketplace, Dr.Ganja will collect from Retailer Partner a commission fee (“Commission”). That Commission is calculated as follows (any terms in bold are further defined below):

For any item sold on Dr.Ganja, the commission rate = the “Base Commission Rate” = the “Applicable Commission Rate.”

For any item sold on Dr.Ganja, the amount of Commission charged = Applicable Commission Rate * Retailer Price + Dollar Based Adjustments. (As a reminder, the  Retailer Price = the Item Price + Shipping Price.)

Example:

Retailer Price = $100

Base Commission Rate = 20%

Applicable Commission Rate = 20%

Applicable Commission = $20 ($100 * 20%)

a) Definitions

Base Commission – The starting point for the commission percentage is the Base Commission. That rate is determined based on the Dr.Ganja Category in which the item is classified, as determined by Dr.Ganja. (See below for Dr.Ganja Base Commission Rate Schedule.) This base commission includes payment processing fees and other Dr.Ganja operational costs (e.g. Dr.Ganja Customer Service).
Applicable Commission – This amount equals the Base Commission plus the Commission Rate Adjustments plus Dollar Based Adjustments.
Average Applicable Commission – This amount equals the average applicable commission paid by a Retailer Partner over a given period, taking into account the Base Commission, Commission Rate Adjustments and Dollar Based Adjustments. Any commission rate adjustments that are associated with incentives to waive returns under this Agreement are considered additional payments and as such are not included in the Average Applicable Commission calculation.
Retailer Price – For a given item, this equals the sum of i) the Item Price that Retailer Partner provides for that item and ii) the Shipping Price (if any) Retailer Partner provides or sets via the Partner Portal for that item. If the shipping price is set at the order level, item shipping charges will be allocated based on item price.

b) Dr.Ganja Commission Monitoring

In order to ensure that the Dr.Ganja Marketplace works efficiently, Dr.Ganja must reserve the right to monitor our Retail Partner’s Average Applicable Commission rates

All Base Commissions on the Dr.Ganja Marketplace are 20%.

Dr.Ganja Product and Listing Policy

Dr.Ganja will work closely with our Retail Partners to ensure that we maintain the highest standards of product quality and that all information associated with the sale of products is presented honestly, responsibly and legally.

1. Dr.Ganja-Maintained Product Catalog and Search Experience

Dr.Ganja maintains a curated product catalog and search experience on the Dr.Ganja Marketplace in order to ensure a clean, Dr.Ganja customer-friendly shopping experience. Dr.Ganja has sole discretion to determine which products, product categories, and brands will appear in general (i.e. non-product or brand-specific) search results on Dr.Ganja.com and which products will appear only in brand-specific search results.

The product list provided by the Retail Partner and the associated Product Content will be evaluated using Dr.Ganja’s proprietary curation process to determine which products will be included in general search results on the Dr.Ganja Marketplace. Products that are not included in general search results may still be available for sale on the Dr.Ganja Marketplace and included in brand-specific search results. As a result of this curation process, specific products that do not meet Dr.Ganja’s standard of quality, or products that are prohibited by Dr.Ganja, will not be available for listing on the Dr.Ganja Marketplace. Dr.Ganja will communicate the results of this curation process to the Retail Partner via the Partner Portal. For items that did not meet the criteria to be available on the Dr.Ganja Marketplace or included in general search results, the Retail Partner has the option to submit an appeal to Dr.Ganja and the item will be reconsidered.

When a Retail Partner uploads their product catalog to Dr.Ganja, the Dr.Ganja system also evaluates the Product Content to be provided and determines which content to include in the listing for each item.

Dr.Ganja Product Listing Requirements

Dr.Ganja Retail Partners must upload a list of Products and required “Product Content” (as defined below and as dictated in the Dr.Ganja Partner Portal) for those products.

At a minimum, Dr.Ganja requires all of the fields below in order to create a product offer on Dr.Ganja. Always required:

Merchant SKU: The unique identifier used by the Retail Partner to identify the product
Unique IDs: At least one, but preferably multiple, globally unambiguous identification number or standard product code (GTIN-8/12/13/14, ISBN10, UPC, EAN, etc.)
Product brand: The unique product brand used by the manufacturer
Product Manufacturer: The manufacturer of the brand
Manufacturer part number: The manufacturer’s unique part number for the product
Product Title: The short description of the product (≤ 500 characters)
Product Description: The long description of the product (≤ 2000 characters)
Product Description Bullets: At least two but preferable more unique product feature descriptions (≤ 500 characters)
Attribute Information: Attribute IDs that correspond with the attribute of the product
Relationship/Grouping Information: Information to group related SKUS as either a variation relationship or an accessory relationship (if applicable)
Variation Information: Information to identify the attributes by which parent-child SKUs in a relationship/grouping relate on
Multi-Pack Quantity: The number of items based on Standard Product Code (Unique ID) that makes up your merchant SKU. 
Price: The price of the item is being sold for.
Inventory: The quantity of inventory for the given item in a given fulfillment node
Product Images: In addition to a main image, an alternative image and/or swatch image must be provided. Accepted formats are .jpeg, Images should be 1500 x 1500 pixels or larger
Package Dimensions: Length, width and height, in inches, of the product when in its shippable (i.e. packaged or boxed) configuration
Shipping Weight: Weight, in pounds, of the product when in its shippable (i.e. packaged or boxed) configuration.

3. Licenses; Intellectual Property

Independent of the license granted under Section 7(b) regarding Your name and logos, You, the Retail Partner, grant Dr.Ganja a royalty-free, non-exclusive, worldwide, perpetual, irrevocable right and license to use, reproduce, display, distribute, adapt, modify, reformat, create derivative works of, and otherwise commercially or non-commercially exploit in any manner, any and all Product Content provided or made available by you to Dr.Ganja. “Product Content” means the materials describing or depicting the products listed by you on the Dr.Ganja Marketplace, including product information and descriptions, photographs, videos, product data and literature, and any trademarks and copyrights relating to your products. You represent that your Product Content does not violate another party’s intellectual property rights.

You acknowledge that given the nature of the Dr.Ganja Marketplace, Dr.Ganja may use the Product Content in whole or in part on the Dr.Ganja Marketplace, including in connection with the listing via a different Retail Partner of a product that you have submitted. Nothing in this Policy will impair Dr.Ganja’s rights under applicable law to list and display products without a license (e.g., through fair use, a third party license, or referential use under trademark law).

4. Product and Listing Guidelines

Dr.Ganja requires that all Retail Partners adhere to a high standard of quality regarding the products that they list on the Dr.Ganja Marketplace and the related Product Content that they provide.

All Retail Partners should be authorized to sell the products that they list on the Dr.Ganja Marketplace. If a manufacturer of a product that Retailer Partner lists on the Dr.Ganja Marketplace has established an authorized reseller or dealer program/policy (“Authorization Policy”) applicable to that product (“Authorized Resale Product”), Dr.Ganja reserves the right to defer to the manufacturer’s Authorization Policy by recognizing only the manufacturer’s authorized dealers as Dr.Ganja Retail Partners with respect to selling the Authorized Resale Product on the Dr.Ganja Marketplace. Dr.Ganja reserves the right to curtail or suspend any Retail Partner’s access to the Dr.Ganja Marketplace for repeated attempts to make unauthorized sales of Authorized Resale Products. Retail Partners must also comply with the following:

Items are accurately represented in listings and listing photos.
All items and Product Content provided are legal and in compliance with U.S. state and federal regulations.
All items listed are new and in original condition. The item’s original manufacturer’s warranty (if there is one) must still apply.
All items listed for sale must be authentic. Dr.Ganja will not allow any counterfeit product to be sold on the Dr.Ganja Marketplace.
Dr.Ganja reserves the right to prohibit any product or product description that infringes on another’s intellectual property, including any “knock-off” products. Retail Partners are responsible for ensuring that their products on the Dr.Ganja Marketplace have all appropriate intellectual property rights, including any licenses. Dr.Ganja reserves the right to make judgments about whether or not a listing is appropriate.
All items listed on Dr.Ganja are expected to be professionally manufactured products. Dr.Ganja does not sell homemade items.
Each item listed on Dr.Ganja must have a unique identifier that is not specific to the Retail Partner. Acceptable forms of a unique identifier include standard product code (e.g. ISBN, UPC, EAN, etc.), or brand/manufacturer part number.
Only bundles created by manufacturers with unique UPCs are available for sale on the Dr.Ganja Marketplace; retailer bundling is not permitted on the Dr.Ganja Marketplace.
Custom multi-packs of a single product are uploaded to the Dr.Ganja system with the correct Dr.Ganja multi-pack quantity.
All necessary Product Content is responsibly presented, including all required product warnings and disclosures.
All items are presented in good taste as to not offend our Dr.Ganja customers and do not promote, support or glorify illegal activities or hatred toward or otherwise demean people based upon: race, ethnicity, religion, gender, gender identity, disability, or sexual orientation; including items or content that promote organizations with such views.
Dr.Ganja reserves the right to disqualify certain products at any time. When listing adult/sexual wellness products, (1) Retailer Partner must only display the actual product and not use any human models and (2) the displayed product images cannot contain nudity, profanity or graphic adult language. If the product or product description has prohibited content (such as nudity), it must be removed or blacked out.

5. Prohibited Products on the Dr.Ganja Marketplace

Dr.Ganja  prohibits the sale on the Dr.Ganja Marketplace of certain products, including those products that are:

Illegal, including products that Dr.Ganja believes are intended to produce an illegal product or undertake an illegal activity,
Unsafe, see many of the products listed below, or
Offensive, such as products that promote or glorify hatred, violence, racial, sexual or religious intolerance.

Additionally, Dr.Ganja may prohibit the listing of items on the Dr.Ganja Marketplace that are or may be legal, but are either highly regulated or do not meet Dr.Ganja’s vision for the Dr.Ganja Marketplace (in both cases, as determined by Dr.Ganja in its sole discretion).

If a Retail Partner has any questions about this list or the opportunity to be authorized to sell items in categories prohibited on this list, please contact partner@DrGanja.com.

Each Retail Partner is solely responsible for ensuring and verifying that all of its products listed on the Dr.Ganja Marketplace comply with applicable federal and state laws, including cautionary statements in product descriptions. Retail Partners should familiarize themselves with federal and state laws and regulations applicable to consumer products, and contact and work closely with their suppliers to ensure that all products sold are compliant with all applicable laws. Each Retail Partner is also responsible for updating its Product Content as necessary over time to comply with any applicable new legal requirements.

By listing a product on the Dr.Ganja Marketplace, each Retail Partner acknowledges and agrees that Retail Partner is responsible for identifying in the product description any cautionary statement (choking hazard warning), as required by federal law (15 U.S.C. § 1278). ). Retail Partners are required to provide applicable disclosures in the Partner Portal where [“cautionary statement disclosure”] spaces are provided, with the understanding that these disclosures will be used on the Dr.Ganja Marketplace.

7. Handling of Product and Listing Policy Violations

Dr.Ganja takes its product listings seriously, and will always reserve the right to modify our policies at any time. In instances where we believe a Retail Partner is either inadvertently or intentionally not acting in a manner consistent with these policies, we will first strive to work together to correct the specific issue. Dr.Ganja reserves the right to terminate any product listing that violates our policies (in Dr.Ganja’s sole discretion) and, if the violating product comes into Dr.Ganja’s or a Dr.Ganja Member’s possession, destroy the product. Ongoing violations of this Product and Listing Policy may result in Dr.Ganja revoking the privilege to sell via the Dr.Ganja Marketplace. If appropriate, Dr.Ganja will also take legal action against a Retail Partner that violates this policy.

Marketplace Terms and Conditions