GreenBids, LLC Master Terms and Conditions Agreement

Last updated: January 2025

Introduction.

The bulk cannabis market moves quickly. At GreenBids, we believe there is an easier and more efficient way to complete transactions in this space. To facilitate a more efficient marketplace, we provide standard agreements for various transactions that can be entered into on the GreenBids platform. This means the parties know the standard terms in advance and only need to negotiate key terms such as price and delivery during negotiation. As a GreenBids user, you can focus on closing the transaction without unnecessary delay.

Our standard agreements seeks to:

Be fair to both sides.
Facilitate a smooth transaction and avoid misunderstandings between the parties based on our team’s 10+ years of wholesale/bulk cannabis experience.
Give both sides a clear process for resolving any dispute that may arise.

After many revisions, we’ve arrived at a comprehensive contract that allows buyers and sellers to trade with confidence.

Please note that GreenBids is not a party to any transaction consummated on the platform. We exist to connect buyers and sellers in the cannabis space. GreenBids assumes no liability for any transaction consummated on our platform and expressly disclaims any liability related to or arising from the use of the standard agreements provided on the platform.

If you have any questions about the agreement or suggestions to make it better, please email [email protected].

1. Definitions

Affiliate: Any entity that directly or indirectly controls, is controlled by, or is under common control with the party specified. "Control" means ownership or control of more than 50% of the voting interests of the entity.

Applicable Law: All applicable laws, regulations, and rules governing the possession, sale, or use of cannabis and any other applicable legal requirements, including state laws where users are licensed.

Authorized Users: Individuals, including employees or representatives, who are authorized to use GreenBids’ Services on behalf of a company or organization.

Completion of the Processing Services: The point at which the Processor has completed the agreed-upon processing of the Material, and the resulting extract has test results from any required compliance testing, and is ready for transfer to the Seller, as per the terms of the Agreement and applicable regulations.

Compliance Testing: Testing required by regulatory bodies to ensure the Material meets legal requirements, including thresholds for contaminants, THC levels, and other quality metrics.

Contamination: The presence of any substance added to the Material that compromises its safety, quality, or compliance with regulatory standards.

CRA: Cannabis Regulatory Agency, the governmental body in Michigan responsible for the regulation of cannabis cultivation, processing, and sales.

Force Majeure: Events beyond the reasonable control of the parties, such as natural disasters, war, government actions, or pandemics, that prevent or delay the fulfillment of contractual obligations.

Latent Defect: A defect or condition in the Material that:

Was present at the time of delivery;
Could not reasonably be identified through standard inspection or testing during the Inspection Period; or
Becomes apparent only after processing or additional testing.

Indemnified Parties: The parties protected under the indemnification provisions, including affiliates, officers, directors, employees, and agents.

Listing Page: A digital document or webpage on the GreenBids platform where the Seller specifies details of the Material, Equipment or Services available or sought, including description, specifications, compliance testing results and any other necessary information.

Material: Cannabis or cannabis-related products being purchased or sold under this Agreement, including raw cannabis, processed cannabis, cannabis derivatives, cannabis-infused products, equipment and any other products explicitly outlined in the associated Order Form.

Market Rate: The prevailing price for cannabis or its derivatives at the time of the transaction or dispute, determined by:

Documented sales data for comparable cannabis materials within the last 30 days.
An independent expert valuation if no other data is available.
In the case of a dispute, a mutually agreed-upon third-party expert will determine the Market Rate.

Non-Conformance: A condition where the delivered Material deviates materially from the specifications set out in the Order Form, including but not limited to:

Variations in THC or cannabinoid content outside the specified range.
Presence of contaminants exceeding regulatory action limits, as defined by CRA rules, unless disclosed in the Order Form.
Other deviations materially affecting value, usability, or compliance.

Order Form: The document or electronic record generated by the platform and associated with each transaction, capturing key details such as item or service description, pricing, transaction type, and agreed-upon terms, as outlined on the Listing Page.

Platform Fees: Fees charged by GreenBids for the use of its services, including listing fees, auction fees, and other fees as outlined on the platform.

R&D Testing: Testing performed for research and development purposes to assess the Material's quality, compliance, and suitability for intended use.

Recollect: Small amounts of extract or material remaining on processing equipment, utensils, containers, or packaging after the primary extraction and collection processes are complete.

Responsible Party: The party responsible for causing a claim, as determined under this Agreement.

Services: The website, mobile application, and any other products or services provided by GreenBids, LLC, including auctions, listings, AI-powered tools, and other platform-related activities.

Spent Biomass: The residual plant material remaining after the extraction process is completed, from which the vast majority of cannabinoids and other desired compounds have been extracted.

Tolling Fee: The fee agreed upon by the Seller and Processor for the Toll Processing services, as specified in the Order Form. The Tolling Fee may be based on the quantity of extract produced, the weight of input material processed, or other agreed-upon metrics.

Toll Processing: A transaction where the Seller provides Material to the Buyer for processing, while ownership of the Material and the resulting extract remains with the Seller.

User: Any individual or entity using GreenBids' services.

Waste: Any unusable material or by-products generated during the Toll Processing services that must be disposed of in compliance with applicable laws and regulations.

2. Acceptance of Terms

By using GreenBids' Services, you agree to be bound by this Master Terms and Conditions Agreement and the fee schedules posted on the platform. If you do not agree, you must immediately stop using our Services.

3. Right to Modify Terms

GreenBids reserves the right to modify these terms at any time. Users are responsible for regularly reviewing the most current version of the terms. By continuing to use the Services after changes are made, you agree to be bound by the updated terms. Users waive their right to receive specific notice of changes beyond updates posted on the platform.

4. Cannabis Law Disclaimer

Cannabis is illegal under the Controlled Substances Act (CSA). Cannabis is classified as a Schedule I controlled substance under U.S. federal law. Although cannabis may be legal under state law, users of the GreenBids platform are subject to risks of federal prosecution.

GreenBids does not enforce compliance with federal cannabis regulations, and users must ensure they comply with state cannabis regulations in the states where they are licensed. Your use of GreenBids is at your own risk. GreenBids is not a party to any transaction consummated on the platform and expressly disclaims any and all liability for transactions consummated on the platform.

5. Governing Law

Any transaction entered into on GreenBids’ platform shall be governed by and construed in accordance with the laws of Michigan. All users agree to comply with all applicable federal, state, and local laws, regulations, and ordinances, including but not limited to the Michigan Regulation and Taxation of Marihuana Act (MRTMA), the Medical Marihuana Facilities Licensing Act (MMFLA), Cannabis Regulatory Agency (CRA) rules, and any other regulations governing the cultivation, processing, distribution, and sale of cannabis and cannabis-related products in the State of Michigan.

6. Fees

Fees for GreenBids Services, including listing fees, auction success fees, and any other charges, are for services rendered and do not imply any ownership or participation in any transaction consummated on the platform. All fees must be paid according to the fee schedule posted on the GreenBids platform. GreenBids reserves the right to adjust fees with prior notice, which will be provided via updates to the pricing page on the platform.

Payment Errors: GreenBids reserves the right to correct any errors in pricing or billing. If a fee is incorrectly calculated, GreenBids will notify you and issue a corrected invoice, which must be timely paid by the user.

Failure to timely pay fees and charges owed to GreenBids can result in the removal of listings from the platform, suspension of a user’s account, and even termination of a user’s account. IF you are having trouble making timely payments to GreenBids, please contact us right away. GreenBids does not participate in payment between parties for transactions consummated on the platform and cannot assist with or negotiate payments terms on any user’s behalf.

GreenBids does not sell Cannabis. We sell auction listings (standard and featured listings) and earn success fees on auctioned items. GreenBids does not typically refund either type of fee.

That said, we understand that there are some situations where auctions don’t go as planned. To deal with those situations, GreenBids allows users to “Open a Dispute”.

In situations where there is a dispute about the manner in which GreenBids posted an auction, GreenBids may decide, at our discretion, to refund certain auction-related fees that we have collected.

Please note that payments for transactions on the platform are made from the state-licensed buyer directly to the state-licensed seller. As such, GreenBids has no ability to refund payments between users.

7. User Obligations & Acceptable Use

By using GreenBids, you agree:

To comply with all applicable state cannabis laws and maintain proper licenses in your state.
To comply with all applicable federal laws, regulations, and ordinances related to the cultivation, processing, distribution, and sale of cannabis and cannabis-related products. This includes, but is not limited to, possessing all necessary licenses, permits, and approvals required under federal law.
To provide accurate, current, and complete information and promptly update your account details if anything changes, such as payment or license status.
Not to engage in any activities that violate this agreement or applicable laws.
Not to harass, threaten, or defraud users, transmit viruses, or interfere with the functionality of the platform.
Not to make any false or misleading statements or omit any material information regarding your compliance with any local, state, or federal laws in any representations or warranties made under these Terms and Conditions.

8. Age Restrictions

GreenBids restricts access to users who are 21 years of age or older. By using the platform, you confirm that you meet this age requirement.

9. Community Guidelines

GreenBids is committed to maintaining a safe and respectful environment for all users. You agree to the following community guidelines:

Respectful Conduct: Users must treat one another with respect. Harassment, discriminatory behavior, and hate speech are not tolerated.
Content Restrictions: Content, including listings and comments, must comply with all applicable state laws. Users may not post false or misleading information.
Fraud Prevention: Misrepresenting licensing information or manipulating transactions is strictly prohibited.
Account Security: Users must maintain secure accounts by using strong passwords and keeping their login credentials confidential.

Any violation of these guidelines can result in suspension or permanent termination of the violating user’s account.

10. AI Product Usage Terms

GreenBids may use AI-powered tools from time to time on the platform. By accessing the platform, you agree to the following:

Permitted Use: Users may only use AI tools for their intended purposes, such as improving auction strategies or managing listings.
Prohibited Use: Users may not reverse-engineer, tamper with, or misuse AI features, nor use AI tools for fraudulent or misleading activities.
User Responsibility: GreenBids provides AI tools as assistance, but users remain responsible for their own business decisions. AI results should be used for guidance, and GreenBids in no way guarantees results or outcomes from the use of AI tools. GreenBids expressly disclaims any liability arising from the use of AI tools on the platform.
Data Collection: By using AI-powered features, users agree to the collection of usage data for improving AI services. Data collected will be anonymized where applicable.

11. Prohibited Activities

You agree not to:

Decompile, reverse-engineer, or disassemble any aspect of the platform or its services.
Attempt unauthorized access to the platform, disrupt its security, or violate any usage restrictions.
Circumvent fees, create multiple accounts to evade rules, or engage in fraudulent activity.
Misuse any of the content, including copying, distributing, or reselling it without written permission.
Divert any cannabis or cannabis products to any individual or entity not authorized to possess such products under applicable laws and regulations.
Engage in any activities that would facilitate the unlawful distribution or use of cannabis products.

GreenBids has zero tolerance for violations of this policy. Any violation will result in immediate suspension of the user’s account and may result in a permanent termination of the violating account. GreenBids will comply with any law enforcement requests related to the investigation of illegal activities.

13. Record Keeping and Reporting

After entering into a transaction on GreenBids, you agree to:

Maintain accurate and complete records related to their obligations under this Agreement, as required by applicable laws and regulations, including but not limited to inventory tracking, transaction records, and compliance documentation.
Retain such records for the period mandated by law and make them available for inspection by the other party or regulatory authorities upon reasonable request and in accordance with confidentiality obligations.

14. Indemnification

You agree to defend, indemnify, and hold GreenBids and its officers, directors, employees, and agents harmless from any and all liabilities, costs, and expenses, including reasonable attorneys’ fees, related to or in connection with:

Your use of the Services.
Any disputes, damages, or regulatory actions directly resulting from a transaction entered into on the Platform.
Any misuse of the GreenBids platform or failure to comply with these terms of service.
Your breach of any terms in this Agreement.
Your violation of any third-party rights, including intellectual property rights.
Your violation of applicable laws, including local, state, and federal regulations.
Any gross negligence or willful misconduct on your part.

If a cause of action arises, the Indemnified Party must promptly notify the Responsible Party in writing of any claims or liabilities for which indemnification is sought. Failure to provide timely notice shall not relieve the Responsible Party of its indemnification obligations, except to the extent the Responsible Party is materially prejudiced by such failure. The Responsible Party shall have the right to control the defense and settlement of the claim, provided that: (i) The Indemnified Party’s prior written consent is required for any settlement that imposes non-monetary obligations or admits fault on the Indemnified Party; and (ii) The Indemnified Party shall have the right to participate in the defense of the claim at its own expense. The Indemnified Party agrees to cooperate in good faith with the Responsible Party’s defense, at the Responsible Party's expense. This includes providing access to relevant documents and information as reasonably requested by the Responsible Party. This indemnification obligation does not apply to any claims, liabilities, losses, damages, costs, or expenses arising from the negligence, gross negligence, willful misconduct, or fraud of the Indemnified Party.

The obligations and representations contained in this section shall survive the termination or expiration of this Agreement and shall remain in full force and effect to the extent necessary to address any ongoing compliance obligations or claims arising from past activities under this Agreement.

15. Dispute Resolution

GreenBids is not a party to any transaction consummated by users on the site. If a dispute arises out of or relates to a transaction entered into on GreenBids, you agree to first attempt to resolve the dispute through mediation. Mediation will be administered by the American Arbitration Association (AAA) under its Commercial Mediation Procedures or another mutually agreed-upon mediation service. You shall make a good-faith effort to resolve the dispute through mediation within 60 days of a written request for mediation. You shall bear your own costs related to mediation, but the mediator's fees will be shared equally between the involved parties to a dispute unless otherwise agreed.

If mediation does not resolve the dispute within 60 days of a written mediation request, the dispute shall be resolved through binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules. The dispute will be resolved by one arbitrator, mutually agreed upon by the parties involved in the dispute. If the parties cannot agree, the arbitrator shall be appointed by the AAA. Arbitration shall take place in Oakland County, MI. The arbitration proceedings shall be governed by Michigan law. The arbitration process shall be completed within 60 days of the arbitrator’s appointment, unless extended by mutual agreement to accommodate more complex disputes. All mediation and arbitration proceedings shall remain confidential unless both parties agree otherwise in writing. Arbitration costs, including arbitrator fees, shall be shared equally by the parties involved in the dispute unless the arbitrator decides otherwise in the final award. The arbitrator may award reasonable attorneys’ fees and costs to the prevailing party. The arbitrator's decision shall be final and binding, with judgment enforceable in any court of competent jurisdiction.

Notwithstanding the above, any party involved in a dispute may seek interim or emergency relief (e.g., an injunction) from a court of competent jurisdiction if necessary to protect its rights or property while mediation or arbitration is pending.

16. Force Majeure

Neither party to a transaction entered into on GreenBids shall be liable for delays or failures in performance due to events beyond reasonable control, such as natural disasters, governmental actions, or labor disputes. The affected party must promptly notify the other and make efforts to resume performance.

If a force majeure event continues for more than 60 days, either party may terminate this Agreement upon written notice to the other party.

17. Confidentiality and Data Use

GreenBids takes data security seriously and uses appropriate organizational, physical, and technical measures to protect user data. However, no method of transmission or storage is 100% secure, and GreenBids cannot guarantee absolute security of your data.

Sensitive Information: GreenBids does not process any sensitive personal information such as health data, racial or ethnic origin, or political opinions. Users should refrain from submitting such data on the platform.

By using our services, you grant GreenBids a license to use anonymized or aggregated business data to improve services. You are responsible for safeguarding login credentials and notifying GreenBids of any breaches

Each Party (the “Receiving Party”) agrees that Confidential Information of the other party (the “Disclosing Party”) shall be used by the Receiving Party solely for purposes related to this Agreement and shall not be used for any other purpose. The Receiving Party shall hold the Disclosing Party’s Confidential Information in the strictest confidence at all times and shall not disclose the Disclosing Party’s Confidential Information without the prior written consent of the Disclosing Party, which consent may be withheld in the Disclosing Party’s sole discretion. The Receiving Party may disclose the Disclosing Party’s Confidential Information only to employees, consultants, contractors and advisers of the Receiving Party on a need-to-know basis provided that the Receiving Party has executed appropriate written agreements with its employees and internal consultants to ensure compliance with all the provisions of this Agreement. The Receiving Party agrees to take all commercially reasonable measures to protect the Disclosing Party’s Confidential Information from falling into the public domain or the possession of persons other than those persons authorized to have any such Confidential Information. “Confidential Information” means any confidential or proprietary information, patents, patent applications, trade secrets, copyrighted material, private or secret processes as they may exist from time to time, source code, software tools, designs, schematics, technology, plans or any other information relating to any work in process, future development, engineering, manufacturing, marketing or business plan or financial or personnel matter relating to a Disclosing Party (as hereinafter defined), its present or future Equipment, sales, suppliers, customers, employees, investors or business, whether in oral, written, graphic or electronic form and whether: (i) identified by such Disclosing Party as Confidential Information; or (ii) by its nature should reasonably be understood to be confidential; or (iii) the Receiving Party (as hereinafter defined) would treat as confidential if it belonged to the Receiving Party.

Payment Data Handling: GreenBids does not store payment information such as credit card details. Payments are processed through third-party services like Authorize.net, which are responsible for securing your payment data.

18. App-Specific Terms

If you download GreenBids’ mobile app from the Apple App Store or Google Play Store, you agree to the following terms:

The license granted to you to use the app is non-transferable and limited to use on devices that you own or control.
You acknowledge that Apple or Google has no obligation to provide any maintenance or support services for the app.
In the event of any failure of the app to conform to any applicable warranty, you may notify Apple or Google for a refund, and they may be responsible for refunding the purchase price (if applicable).
You agree to comply with any terms of service set by the App Store or Google Play when using the GreenBids app.

19. User Submissions and Intellectual Property

By submitting content (such as product listings or comments) on GreenBids, you grant GreenBids a non-exclusive, royalty-free, worldwide license to use, modify, display, and distribute your content for the operation of the platform. You warrant that you own or have the necessary rights to your submissions and that they do not violate any third-party rights.

Intellectual Property Infringement: Users are prohibited from posting content that infringes on third-party’s intellectual property. GreenBids is not responsible for confirming content posted by users does not infringe upon the intellectual property owned by another and it shall not be liable for any such infringement. Upon notification that user content is infringing on the rights of a third-party, GreenBids shall promptly remove the content and shall suspend access to the platform to any user who is found to post content that infringes upon the rights of a third-party.

20. Limitation on Bringing Claims

To the fullest extent permitted by applicable law, no action arising out of or relating to this Agreement may be brought by you more than one (1) year after the cause of action arises.

21. Release of Liability in User Disputes

If you have a dispute with one or more users of the Services, you release GreenBids from claims, demands, and damages of every kind and nature, known and unknown, arising out of or in any way connected with such disputes.

22. Limitation of Liability & Disclaimer

GreenBids provides its services on an "As-Is" and "As-Available" basis, without any warranties of any kind, either express or implied, including but not limited to implied warranties of merchantability, fitness for a particular purpose, or non-infringement. We do not guarantee that the services will be error-free, uninterrupted, or secure, nor do we make any representations about the accuracy or reliability of any content.

Cap on Liability: In no event shall GreenBids’ total liability to you for all claims, damages, and losses exceed the greater of $1,000 or the total fees paid by you to GreenBids in the twelve (12) months prior to the claim.

23. Third-Party Links

GreenBids may contain links to third-party websites or services. These links are provided for your convenience, and GreenBids does not endorse or assume responsibility for any third-party content, services, or products. You access these third-party websites at your own risk.

25. Representations and Warranties

Every user represents and warrants that it holds all necessary licenses, permits, registrations, and approvals required to perform its obligations under any Agreements they enter into. Each user agrees to maintain such licenses and permits in good standing and to promptly notify any necessary parties of any material changes, suspensions, revocations, or expirations.

26. Cooperation with Regulatory Authorities

In the event of any regulatory inquiries, inspections, audits, or investigations related to any transactions entered into on the GreenBids platform, all users agree to:

Cooperate fully with each other and any relevant regulatory authorities.
Provide timely access to necessary records, documents, and information, subject to applicable confidentiality obligations.
Coordinate responses to ensure consistency and compliance, while preserving all party's legal rights and privileges.

27. Miscellaneous

Governing Law: This agreement is governed by the laws of the State of Michigan.

Severability: If any provision of this agreement is found to be unenforceable, it will not affect the remaining provisions.

Entire Agreement: These Terms and Conditions, along with any fee schedules, constitutes the entire agreement between you and GreenBids.

Notices: GreenBids will provide important notices via email or the website. Users are responsible for keeping their contact information up to date.

Electronic Acceptance: By creating an account on the GreenBids platform, Users agree to be bound by the terms of these Terms and Conditions. Clicking the “I Agree” button or similar affirmative action constitutes the User’s electronic signature and is legally binding.

Record of Consent: GreenBids may log the User’s IP address, date, and time of agreement to these Terms and Conditions. This record serves as proof of the User’s acceptance and consent to the terms.

Legal Effect and Admissibility: Electronic records and signatures related to these Terms and Conditions are valid for all purposes, including validity, enforceability, and admissibility in legal proceedings. Delivery of an executed counterpart by electronic means is as effective as delivery of a manually executed counterpart.

Original Signatures Upon Request: Upon request, the parties agree to provide original signed copies of these Terms and Conditions or any related documents to any party or regulatory authority that requires them.