VENUE PLACEMENT AGREEMENT
General Terms and Conditions
1. Contribution
CLIENT will contribute wall space in each of its venue locations, a nearby electrical outlet, and an open and functioning internet
port. CLIENT will also provide ENLIGHTEN with traffic and demographic data relating to its venues, as well as a list of all
product brands available for purchase at venue location. ENLIGHTEN will provide a screen, proprietary media player system,
its network infrastructure, proprietary process and systems, digital signage software, technical staff, installation crew for the
locations when it applies, and screen time for venue content described in Section 5 of this agreement. ENLIGHTEN will disburse
to the CLIENT
2. Equipment
The equipment used in this operation shall be considered the asset of ENLIGHTEN or its affiliates. If for some reason the parties
wish to discontinue this agreement the assets of ENLIGHTEN can be retrieved from venue locations, or other arrangements
such as a buyout can be made between CLIENT and ENLIGHTEN. The equipment is not to be moved by anyone other than
an authorized ENLIGHTEN representative without ENLIGHTEN approval. If a CLIENT store is closing for any reason CLIENT
will (1) notify ENLIGHTEN immediately of the plans of closing; (2) properly package the equipment; and (3) ship equipment to
a location address provided by ENLIGHTEN, at the expense of ENLIGHTEN, unless other arrangements are made and agreed
upon by ENLIGHTEN.
3. Equipment Installation Time
CLIENT agrees to allow ENLIGHTEN up to a 12 month period, commencing upon the signing of this agreement, to have digital
signage ad-network equipment installed and operating at the CLIENT's venue location. ENLIGHTEN agrees to make a good
faith effort to have the equipment installed and running in the shortest amount of time possible. In most cases, turnaround will
be less than 30 days. If any CLIENT chooses to do a "self-install", then CLIENT has ten (10) days after receiving equipment to
have the equipment installed in their location.
4. Costs
The ad network will experience certain costs including but not limited to credit/check processing fees, accounting and legal
fees, advertising sales commissions, and maintenance/replacement costs. These costs are the responsibility of ENLIGHTEN
and any stakeholders that it may have, unless it is determined by ENLIGHTEN the costs are a result of the negligence of the
CLIENT. If equipment is lost and/or not available for return to ENLIGHTEN in its original condition upon request, client will be
responsible for the original replacement costs and any and all fees associated with collecting such costs. If CLIENT location is
not prepared for installation per the site survey and the technical phone interview, there will be a rescheduling/service fee
assessed to CLIENT. ENLIGHTEN reserves the right to obtain payment for the costs/fees outlined above via any financial
accounts they may have on file of the CLIENT.
5. Screen Media
Client will be provided access to a Google Drive Presentation, integrated with the ENLIGHTEN screen software, to promote
its own business via (4) 15 second promotions. The remaining screen media will pertain to ENLIGHTEN and its business
endeavors to include self-promotion and advertising sales. Clients are prohibited from using their promotional space to promote
non-house branded products that could have otherwise been potential advertisers of ENLIGHTEN. Weekly audits are
performed of all client slides. Any slides found in violation of this will be replaced with a logo slide. Client will be notified of such
violation. Repeat violations may result in the discontinuation of service of the Google Slides. Discontinuation of this service
does not impact the rest of this agreement as it stays intact
6. Advertising Sales
Advertising sales may be performed by any approved party including ENLIGHTEN and CLIENT. Industry standard
commissions of up to 20% have been allocated for the party that sells a placement on the network. Additionally, advertising
agencies can be used to fulfill the available slots. To participate in our ad sales commissions a separate agreement is required.
7. Advertising Policies
All advertising sold and/or displayed on the network must adhere to all national, state and local laws. Additionally, CLIENT
reserves the right to reject any advertising that is considered inappropriate or in violation and/or competition with the hosting
venue locations primary business practices or is considered grossly inappropriate. All Digital Signage Advertisers relationships
are exclusively with ENLIGHTEN. In the event the agreement is terminated CLIENT agrees to not contact these digital signage
advertisers for the purpose of digital signage advertising for a period of 60 months beginning the date of the termination of the
agreement.
8. Data Obtainment
In order to properly report traffic and visitation data relating to its venue, Client agrees to acceptance and assistance in
future upgrades, if applicable, to the Traffic Wise device. This solution obtains non-identifiable mobile device information
and measure data regarding the number of visits, visit duration, etc.
9. Maintenance and Monitoring
CLIENT agrees to ensure that the screen(s) are on during all business hours and functioning properly. ENLIGHTEN agrees
to provide remote maintenance & service in the event of their failure. ENLIGHTEN uses systems that typically require no
assistance from venue owners, however, from time to time ENLIGHTEN may need the assistance of local CLIENT
employees in unplugging device, or adjusting equipment setting, to attempt remote maintenance. This may require the use
of a mouse and keyboard not provided by ENLIGHTEN. If a CLIENT employee notices the system is not working properly
they are to notify ENLIGHTEN immediately upon discovery to allow the system to be maintenance and placed back in
operation for the mutual benefit of all parties. If the client is uncooperative and/or not able to provide the necessary internet
connection required for the service, ENLIGHTEN is not able to verify the ad play an therefore not responsible for providing
the revenue share. If intermittent issues persist ENLIGHTEN at its sole discretion can request the equipment be returned at
the expense of the client as it violates term 1 of this agreement. The CLIENT hereby acknowledges and agrees to the
installation of technology that will track the number of impressions and visitors in the CLIENT'S location. The CLIENT is
responsible for any required postings in compliance with federal, state and local laws, to inform the customer this
information is being tracked. The CLIENT is also required to assist in any way necessary to ensure this tracking system
remains operational and up to date for the life of this contract.
10. Indemnity
Each party agrees to hold one another harmless for any and all claims, actions, suits, proceedings, costs, expenses, damages
and liabilities, including reasonable attorney fees for activities in which one partying is acting solely on its behalf. Neither party
possess the power or ability to negotiate or obligate the other party without it express written permission or additional
agreements beyond the scope of the terms contained herein. Any action that may be brought against one party for breach of
its contracts and obligations in no way makes the other party liable to the extent that the law will allow.
11. Term and Termination
Unless earlier terminated as provided below, the term of this Agreement shall commence upon the signing of this agreement
and shall continue for 36 months. At the end of the term, the Agreement shall automatically renew as so long as ENLIGHTEN
has fulfilled its obligations. If for any reason the agreement is terminated at the request of, or in effect by the CLIENT
before the term has expired, the CLIENT will be responsible for a cancellation fee in the amount of $1,500 in addition
to all equipment relocation expenses including initial installation, removal and return shipping to ENLIGHTEN, and
wear and tear on the equipment. If CLIENT received a monetary signup bonus from ENLIGHTEN in exchange for the
installation and operation of ad-network equipment at the CLIENT’s venue location, ENLIGHTEN reserves the right to obtain
reimbursement for this signup bonus in addition to the cancellation fee and equipment relocation expenses.
A. ENLIGHTEN reserves the right at its sole discretion to cancel this agreement and retrieve its equipment if advertiser support
is insufficient to provide ENLIGHTEN a satisfactory revenue stream to support the network investment.
B. Either party may cancel upon any of the following events: (1) failure of Parties to fulfill or perform any one of the duties,
obligations or responsibilities of this agreement, which failure is not cured with ten (10) day notice from other party; (2) failure
of a Party for any reason to function in the ordinary course of business; (3) conviction in a court of competent jurisdiction of a
Party, or a manager, partner, principal officer or major stockholder of either Party for any violation of law tending, in either
Party's opinion, to affect adversely the operation or business of the non-violating Party or the good name, goodwill, or reputation
of Party, products of either Party; or (4) submission by one Party to another of false or fraudulent reports or statements,
including, without limitation, claims for any refund, credit, rebate, incentive, allowance, discount, reimbursement or other
payment.
12. Obligations on Termination
Upon termination of this Agreement:
A. Each Party must immediately discontinue the use of the other Party's name and/or trade imagery in all marketing and
other business development related activities.
B. ENLIGHTEN may exercise the options described in section 2 of this agreement titled Equipment.
C. Neither party shall be liable to the other because of just termination for compensation, reimbursement or damages on
account of the loss of prospective profits or anticipated sales, or on account of expenditures, investments, lease or
commitments in connection with the business or goodwill of the other Party or for any other reason whatsoever growing out
of such termination.
D. ENLIGHTEN is not responsible for the repair of the mounting holes and associated necessary installation
construction.
13. Acknowledgments
Each party acknowledges that no representation or statement, and no understanding or agreement, has been made, or exists,
and that in entering into this Agreement each party has not relied on anything done or said or on any presumption in fact or in
law, (1) with respect to this Agreement, or to the duration, termination or renewal of this Agreement, or with respect to the
relationship between the parties, other than as expressly set forth in this Agreement; or (2) that in any way tends to change or
modify the terms, or any of them, of this Agreement or to prevent this Agreement becoming effective; or (3) that in any way
affects or relates to the subject matter hereof. Each party also acknowledges that the terms and conditions of this Agreement,
and each of them, are reasonable and fair and equitable
14. Final Agreement.
This Agreement terminates and supersedes all prior understandings or agreements on the subject matter hereof. The Terms
and Conditions may undergo updates to stay compliant with ENLIGHTEN policies. This Agreement shall be binding upon and
shall inure to the benefit of the parties and their permitted successors and assigns.
15. No Implied Waivers.
Except as expressly provided in this Agreement, waiver by either party, or failure by either party to claim a default, of any
provision of this Agreement shall not be a waiver of any default or subsequent default.
16. Notices.
Any notice required by this Agreement or given in connection with it, shall be in writing and shall be given to the appropriate
party by personal delivery or by certified mail, postage prepaid, or recognized overnight delivery services;
ENLIGHTEN
2425 Nashville Rd., B3
Bowling Green, KY 42101
CLIENT
Address Provided by CLIENT on Enrollment Form
17. Assignability ENLIGHTEN reserves the right to assign all or any part of this contract and the right to cancel contracts for any
reason.
18. Governing Law
This Agreement shall be construed and enforced in accordance with the laws of the Commonwealth of Kentucky in the County
of Warren.
19. Severability
If any term of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then this Agreement,
including all of the remaining terms, will remain in full force and effect as if such invalid or unenforceable term had never been
included.
20. Headings
Headings used in this Agreement are provided for convenience only and shall not be used to construe meaning or
intent.
21. Non-Circumvention, Non-Compete & Exclusivity
CLIENT does hereby agree that CLIENT shall not compete with the business of ENLIGHTEN or its successors, and shall not
directly or indirectly, as an owner, officer, director, employee, consultant, or stockholder, engage in the business of digital
signage ad-network creation in the Cannabis industry or a business substantially similar or competitive to the business of
ENLIGHTEN or its affiliates. This non-compete and non-circumvention agreement shall be in full force and effect while in
contract and for 5 (five) years from the date of termination of this agreement. CLIENT hereby agrees to accept such exclusive
digital signage ad-network services at their venue location. CLIENT further agrees that, during the term of this Agreement, it
shall not utilize or enter into any agreements with other third parties to provide any digital signage ad-networks, or similar
services, without the prior approved written consent of ENLIGHTEN, unless CLIENT is already in an active agreement of the
like. If it is found that this Non- Circumvention, Non-Compete and Exclusivity agreement has been violated ENLIGHTEN may
be entitled to all potential lost revenues, damages, and other compensation to the fullest extent of the law.
22. Confidentiality
CLIENT acknowledges that during the course of this agreement there may be disclosed certain ENLIGHTEN trade secrets
consisting but not limited to: technical information including methods, processes, formulae, compositions, systems, techniques,
inventions, machines, computer programs and research projects, and business information including customer/investor lists,
pricing data, sources of supply, financial data and marketing, production, or merchandising systems or plans. CLIENT shall not
during, or at any time after the termination of this agreement with ENLIGHTEN, disclose or divulge to others including future
employers, any trade secrets, confidential information, or any other proprietary data of ENLIGHTEN in violation of this
agreement. That upon the termination of this agreement CLIENT shall return to ENLIGHTEN all documents and property of
ENLIGHTEN, including but not necessarily limited to: drawings, blueprints, reports, manuals, correspondence, customer lists,
computer programs, and all other materials and all copies thereof relating in any way to ENLIGHTEN's business, or in any way
during the course of this contract. CLIENT further agrees that it shall not retain copies, notes or abstracts of the foregoing.
ENLIGHTEN shall be entitled to full injunctive relief, and any other legal remedies available for any breach. This agreement
shall be binding upon CLIENT and personal representatives and successors in interest, and shall inure to the benefit of
ENLIGHTEN, its successors and assigns.