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User License Agreement

User License Agreement

Last updated: November 2025

This User License Agreement (“ULA”) is hereby entered into and agreed upon by you, either an individual or an entity (“You” or “Company”) and Metrc LLC (“Metrc”) for the Metrc Software technology to track and trace cannabis from growth, harvest, and processing to testing, transport, and sale. This Agreement is made and entered into as of the date that You first accept this ULA either by executing an Order Form that references this ULA or by downloading, installing, logging in, and/or utilizing the Software (the “Effective Date”), and that this agreement is equivalent to a written agreement signed by you. By selecting the box “I AGREE” or performing a similar electronic function, such as utilizing the system in any way or purchasing a product, you are providing your acceptance of the terms of this ULA. You are also acknowledging that you have read, understand and agree to the Metrc Terms of Service found at: https://www.metrc.com/metrc-terms-of-service/.

This agreement is enforceable against you and any legal entity that obtained the web-based software and on whose behalf it is used. If you do not agree to the terms of this agreement, please do not use this software.

IT IS ILLEGAL AND STRICTLY PROHIBITED TO DISTRIBUTE, PUBLISH, OFFER FOR SALE, LICENSE OR SUBLICENSE, GIVE OR DISCLOSE TO ANY OTHER PARTY, THIS WEB-BASED SOFTWARE OR THE DOCUMENTS IN HARD COPY, DIGITAL FORM OR ANY OTHER MEDIUM WHETHER EXISTING OR NOT YET EXISTING, EXCEPT AS SPECIFICALLY PERMITTED BELOW.

The use of this web-based software is governed by the terms and conditions set forth herein. Please read them carefully. This ULA is applicable to all of the Documents included in the Software and to the Software in its whole part.

1. Limited License

Subject to the terms and conditions of and except as otherwise set forth in this ULA, Metrc grants You a non-exclusive license to use, but not to relicense, sublicense, modify or enhance, the software system and related modules. The License granted herein authorizes use of the Licensed Software only by You and Your employees or authorized independent contractors and only in connection with the track and trace of medical and/or adult-use cannabis with a governmental or other agency license. Use by any other person, company, affiliate, corporation, Limited Liability Company, trust, or other separate legal entity will require a separate license. This includes companies that may be affiliated to you by ownership or otherwise. The license granted herein shall remain in effect perpetually, but shall terminate upon your use of the Software beyond the scope licensed herein or upon your violation of any term or condition hereof. All protections with which Metrc is provided under this ULA shall survive the termination of your license to use the Software. 

2. Proprietary Rights 

(a) No Implied Conveyance of Proprietary Rights. You acknowledge that the Licensed Software represent and will continue to represent the valuable, confidential and proprietary property of Metrc and, where applicable, its suppliers. Specifically, You acknowledges that aspects of the Licensed Software and associated documentation, including the specific design and structure of individual programs, may be protected by Metrc’s patent, copyright, trademark, service mark, trade secret, trade name or other intellectual property rights (collectively, the “Intellectual Property Rights”). You shall not disclose, provide or otherwise make available such Intellectual Property Rights in any form to any third party without the prior written consent of Metrc, which consent may be withheld in Metrc’s sole discretion. Metrc is not by this ULA conveying to You any of its Intellectual Property Rights in the Licensed Software, except that You will have the limited rights expressly set forth in this ULA. 

(b) Protection of Proprietary Rights and Confidential Information. You agree that You shall not disclose to any third party any information concerning the customers, trade secrets, methods, processes or procedures or any other confidential, financial or business information of the other party which it learns during the course of its performance of this ULA, without the prior written consent of Metrc. This obligation shall survive the cancellation or other termination of this ULA. The Software contains trade secrets and proprietary know-how that belong to Metrc and it is being made available to you in strict confidence. ANY USE OR DISCLOSURE OF THE SOFTWARE, OR OF ITS ALGORITHMS, PROTOCOLS OR INTERFACES, OTHER THAN IN STRICT ACCORDANCE WITH THIS ULA, MAY BE ACTIONABLE AS A VIOLATION OF METRC’S TRADE SECRET RIGHTS.

3. Non-Transfer of Rights and Other Restrictions

You may not rent, lease, sell, sublicense, assign or transfer your rights in the software. You may not:

  • (a) modify or create any derivative works of the Software or documentation, including customization, any modifications or enhancements, translation or localization without Metrc’s express written consent;
  • (b) reverse engineer, decompile, disassemble, make or otherwise attempt to derive the source code of the Software, or the underlying ideas or algorithms of the Software;
  • (c) attempt to gain unauthorized access to code, Metrc’s servers or any other service, account, computer system or network associated with the Software or with Metrc, it’s affiliates, agents, partners and customers;
  • (d) remove or alter any trademark, logo, copyright or other proprietary notices or symbols in the Software;
  • (e) block, disable, or otherwise affect any advertising, banner window, tab, link to websites and services, or other features that are part of the Software;
  • (f) incorporate, integrate or otherwise include the Software or any portion thereof into any software, program or product;
  • (g) provide false information when registering the Software;
  • (h) digitally transmit or make available the Software or its content through local networks, intranets, extranets, FTP, online discussion boards, forums, list-serve, peer-to-peer networks or technologies, newsgroups, bulletin boards, or any other mode of shared communication system, or place the Software onto a server so that it is accessible via a pubic network;
  • (i) use the Software in any way that violates this ULA or any law;
  • (j) authorize or assist any third party to do any of the things described in this section;

4. Software License Key

Certain features or content of the Software may require the purchase of a Software license key. You agree not to attempt to, and not to, control, disable, modify or remove any component of the Software license key protection system. You also agree not to access, attempt to access, copy, share or distribute the license key for any purpose.

5. Software Updates

By using the Software, you consent to receiving software updates, modifications, and/or patches that address issues such as security, functionality, interoperability, and performance. Your use of the updates shall be governed by this ULA unless you are asked to agree to a new ULA at the time of download or installation.

6. Privacy and Ownership

By using Metrc Software, you allow Metrc to collect information relating to your use of the Software, such as the frequency of your use of the Software and of certain features, and information on errors occurring during your use of the Software. This usage data will be used to diagnose performance issues and improve the reliability of the Software and its features. This data will not be tied to any information that would personally identify you.

All data imported into the system for use of seed-to-sale regulation and compliance tracking, reports, recommendations, documents, plans, and specifications tailored to Customer and the services specific to the implementation of this Agreement remain Your property. You hereby grant Metrc the unrestricted right to retain and use such data in the normal course of Metrc’s business for any lawful purpose.

7. Limitation of Liability

EXCEPT AS REQUIRED BY LAW, METRC AND ITS EMPLOYEES, DIRECTORS, LICENSORS, CONTRIBUTORS AND AGENTS WILL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES ARISING OUT OF OR IN ANY WAY RELATING TO THIS ULA OR THE USE OF OR INABILITY TO USE THE SOFTWARE, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF GOODWILL, WORK STOPPAGE, LOST PROFITS, LOSS OF DATA, AND COMPUTER FAILURE OR MALFUNCTION, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF THE THEORY (CONTRACT, NEGLIGENCE, STRICT LIABIITY OR OTHERWISE) UPON WHICH SUCH CLAIM IS BASED.

8. Disclaimer of Warranty

YOU ACCEPT THE SOFTWARE “AS IS” AND WITH ALL FAULTS (IF ANY). METRC DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. METRC MAKES NO WARRANTY OR REPRESENTATIONS WHATSOEVER REGARDING THE CONTENT OF THE SOFTWARE AND YOUR USE OF THE SOFTWARE, OR THE SUITABILITY OF THE SOFTWARE TO MEET YOUR SPECIFIC NEEDS.

9. Violations of this ULA

Metrc reserves all rights not specifically granted to you above. Metrc will have the right to proceed against you in the event that you infringe Metrc’s rights. Any use not within the precise scope of the license set forth herein will be considered an infringement. You acknowledge and agree that Metrc’s damages in the event of your violation of this ULA will be substantial and that Metrc will suffer irreparable harm in such event. As such, Metrc shall have the right to obtain equitable remedies, including but not limited to recovery of damages, obtaining injunctions, recovering statutory damages, recovering attorney fees, and any other available legal remedy.

10. Termination

Metrc shall have the sole and exclusive right to immediately terminate this ULA and suspend your license to use the Software should you fail to perform any obligation required under this ULA, engage in activity that Metrc deems harmful to its well-being or if you become bankrupt or insolvent. This ULA takes effect upon your installation of the Software and remains effective until terminated. Upon termination of this ULA by Metrc.

11. Waiver & Severability

Metrc’s waiver of any breach of this ULA shall not constitute an amendment to this ULA or Metrc’s waiver of subsequent breaches. If any part of this ULA is found void and unenforceable, it will not affect the validity of the balance of this ULA, which will remain valid and enforceable according to its terms.

12. Electronic Notices

You consent that Metrc may provide you with information and notices regarding the Software and Metrc via the email address you designate. Metrc may provide notices to you via (i) email if you have provided Metrc with a valid email address, or (ii) by posting the notice on the Metrc website or any other platform or site Metrc owns and operates. You may withdraw your consent for electronic notices.

13. Amendments

Metrc reserves the right to unilaterally amend all offers, pricing terms or other matters pertaining to the Software, Metrc’s website or this ULA. No course of dealing or trade usage shall be deemed to amend the terms of this ULA.

14. Governing Law

This ULA shall be governed by and construed under the laws of the State of Florida. You consent and agree that all legal proceedings relating to the subject matter of this ULA shall be maintained in courts sitting within the State of Florida, and that jurisdiction and venue for such proceedings shall lie exclusively with such courts.

15. Questions or Comments

Metrc welcomes your questions or comments. Please contact Metrc Support by submitting a support request at support.metrc.com or by calling 877-566-6506.

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