Service Agreements

Effective Date: May 4, 2026

Table of Contents
1. Definitions and Interpretation
2. Eligibility and Application
3. Term and Termination
4. Product Listings and Community Deals
5. Price Protection
6. Stock Guarantee
7. Deposits and Service Fee
8. Remittance
9. Purchase Window and Completion
10. Failed Community Deals
11. Digital Storefront Sub-Licence
12. Content Licence
13. Indemnification
14. Insurance
15. Compliance with Laws and Age-Restricted Products
16. Intellectual Property
17. Audit Rights
18. Dispute Resolution (Retailer-User)
19. Data Protection
20. Confidentiality
21. Limitation of Liability
22. Governing Law and Dispute Resolution
23. Miscellaneous
24. Contact Information

1. Definitions and Interpretation
1.1. In this Agreement, unless the context otherwise requires, the following definitions apply:
"Age-Restricted Products" means products listed on the Services that are subject to additional age restrictions or regulatory requirements under federal, provincial, or municipal law, including but not limited to cannabis products, alcohol, tobacco, adult products, and other controlled products.
"Agreement" means this Elite Account Service Agreement, together with the Fee Schedule and any schedules or annexes attached hereto, as amended from time to time in accordance with its terms.
"App" means the Brannnch mobile application, available on Apple iOS and Google Android operating systems, including all updates, upgrades, and new versions thereof.
"Community Deal" means a location-based promotion listed on the App by a Verified Retailer, pursuant to which a discount is unlocked if a preset number of Users submit pre-orders within a preset time period, as further described in Section 10 of the Terms of Use.
"Deal Threshold" means the preset minimum number of pre-orders required to unlock the discount on a Community Deal, as set by the Retailer at the time of listing.
"Deal Window" means the time period specified by the Retailer within which the Deal Threshold must be met for a Community Deal to succeed.
"Deposit" means the amount of CAD $6.00 collected by Brannnch from each participating user in connection with a Community Deal pre-order.
"Elite Account" means the paid subscription tier available specifically to users who operate a storefront retail business, which includes all benefits of a Boost Account together with retailer verification, as further described in Section 12.1(b) of the Terms of Use.
"Fee Schedule" means the schedule of Service Fees provided separately by Brannnch to the Retailer and incorporated by reference into this Agreement, as amended from time to time in accordance with its terms.
"Personal Information" has the meaning given to that term in the Personal Information Protection and Electronic Documents Act (Canada) or applicable provincial privacy legislation, including but not limited to the Personal Information Protection Act (British Columbia), the Personal Information Protection Act (Alberta), and the Act respecting the protection of personal information in the private sector (Quebec), as applicable.
"Premium Users" means, collectively, holders of a Boost Account or an Elite Account.
"Privacy Policy" means the Brannnch privacy policy as published on the App and updated from time to time.
"Purchase Window" means the fourteen (14) calendar day period following the successful completion of a Community Deal, during which participating users must complete their purchase directly with the Retailer.
"Service Fee" means the fee deducted by Brannnch from each Deposit in respect of a successful Community Deal, as set out in the Fee Schedule.
"Services" means the App and all related products, features, content, and services offered by Brannnch.
"Terms of Use" means the Brannnch Terms of Use as published on the App and updated from time to time, which govern all users of the Services.
"Verified Retailer" means a licensed retail business that has been approved by Brannnch and granted a retailer profile on the App, subject to the obligations set out in Section 23 of the Terms of Use and this Agreement.
1.2. In this Agreement:
(a) references to clauses and schedules are to clauses of and schedules to this Agreement;
(b) headings are for convenience only and shall not affect the interpretation of this Agreement;
(c) words importing the singular include the plural and vice versa;
(d) references to "writing" or "written" include email;
(e) references to any legislation include any modification, re-enactment, or subordinate legislation made under it from time to time; and
(f) capitalised terms not defined in this Agreement shall have the meanings given to them in the Terms of Use.
2. Eligibility and Application
2.1. To apply for an Elite Account, the Retailer must submit an application through the App and provide the following information:
(a) the Retailer's legal store name;
(b) the Retailer's business address;
(c) the Retailer's telephone number;
(d) a copy of the Retailer's applicable retail store licence for verification by Brannnch; and
(e) the Retailer's financial institution account information for the purpose of deposit remittance.
2.2. Brannnch shall contact the Retailer separately to collect and verify the financial institution account information referred to in Clause 2.1(e) upon approval of the Elite Account application.
2.3. Brannnch reserves the right to approve or reject any Elite Account application at its sole discretion. Brannnch is not required to provide reasons for rejecting an application.
2.4. Until the Retailer's retail store licence has been verified by Brannnch, the applicant shall be treated as a Boost Account holder in accordance with Section 12.1(b)(ii) of the Terms of Use.
2.5. The Retailer warrants that all information provided in the application is true, accurate, current, and complete, and undertakes to promptly update Brannnch if any information changes during the term of this Agreement.
3. Term and Termination
3.1. This Agreement shall come into effect on the Effective Date and shall continue for so long as the Retailer maintains an active Elite Account subscription, unless terminated earlier in accordance with this Clause 3.
3.2. The Retailer may cancel the Elite Account subscription at any time. Upon cancellation, the Retailer shall retain access to Elite Account features until the end of the current billing period, in accordance with the applicable Apple App Store or Google Play Store subscription rules. This Agreement shall automatically terminate upon the expiration of the Retailer's Elite Account subscription.
3.3. Brannnch may terminate this Agreement immediately by written notice to the Retailer if:
(a) the Retailer commits a material breach of this Agreement, including but not limited to a breach of the price protection obligations in Clause 5 or the stock guarantee obligations in Clause 6;
(b) the Retailer's retail store licence is revoked, suspended, or expires and is not renewed within fourteen (14) days;
(c) the Retailer engages in fraudulent, dishonest, or illegal conduct in connection with the Services;
(d) the Retailer becomes insolvent, enters bankruptcy or receivership, or makes an assignment for the benefit of creditors; or
(e) the Retailer fails to comply with any applicable law, regulation, or licensing requirement.
3.4. Brannnch may suspend the Retailer's Elite Account and freeze any pending remittances during the investigation of a potential breach of this Agreement. Brannnch shall notify the Retailer of the suspension and the grounds therefor within a reasonable time. The suspension shall continue until the investigation is concluded and Brannnch has determined, at its sole discretion, whether a breach has occurred.
3.5. Upon suspension or termination of this Agreement for any reason:
(a) all active Community Deals associated with the Retailer shall be treated as failed and shall end immediately;
(b) all Deposits made by participating users in respect of such Community Deals shall be released to participants in full by Brannnch;
(c) no Service Fee shall be charged on Community Deals that fail due to account suspension or termination;
(d) pending remittances for previously completed Community Deals shall be settled in accordance with the normal remittance schedule set out in Clause 8, after deducting any amounts owed by the Retailer to Brannnch; and
(e) the Retailer shall cease to hold itself out as a Verified Retailer on the Brannnch platform and shall immediately remove any Brannnch branding from its premises and marketing materials.
4. Product Listings and Community Deals
4.1. The Retailer may list products on the App at their original retail price and may initiate Community Deals by specifying:
(a) the discounted price for the product;
(b) the Deal Threshold (the preset number of pre-orders required to unlock the discount); and
(c) the Deal Window (the time period within which the Deal Threshold must be met).
4.2. The Retailer shall not have more than two (2) active Community Deals at any time.
4.3. The Retailer is solely responsible for the accuracy of all product listings, descriptions, images, and pricing posted on the App. Brannnch does not review or verify the accuracy of listings and assumes no liability for errors or omissions in the Retailer's listings.
4.4. The Retailer acknowledges that Brannnch acts solely as a technology platform providing digital storefront services and does not sell, resell, supply, distribute, or take ownership of any products listed by the Retailer.
5. Price Protection
5.1. During the Deal Window and Purchase Window for any active Community Deal, the Retailer shall not list, advertise, sell, or offer the same product (or a substantially similar product) at a price lower than the Community Deal discounted price on any platform, website, social media channel, or physical location, including but not limited to:
(a) the Retailer's own website or online store;
(b) other marketplace platforms or e-commerce sites;
(c) in-store signage, promotions, or point-of-sale offers; and
(d) social media posts, advertisements, or sponsored content.
5.2. A breach of this Clause 5 shall constitute a material breach of this Agreement. In the event of a breach, Brannnch may immediately disable the Retailer's Elite Account and the Retailer shall be liable to Brannnch for damages in an amount equal to the greater of CAD $3,000 or the aggregate of:
(a) the cost of releasing affected participants' Deposits;
(b) any reputational harm to the Brannnch platform; and
(c) any claims, losses, or expenses incurred by Brannnch as a result of the breach.
6. Stock Guarantee
6.1. When a Community Deal succeeds (that is, the Deal Threshold has been met within the Deal Window), the Retailer guarantees that it has sufficient stock of the product to fulfil ALL pre-orders from participating users.
6.2. The product must be available at the Retailer's physical location for the entire duration of the fourteen (14) calendar day Purchase Window.
6.3. A breach of this Clause 6 shall constitute a material breach of this Agreement. In the event of a breach, Brannnch may immediately disable the Retailer's Elite Account and the Retailer shall be liable to Brannnch for damages in an amount equal to the greater of CAD $3,000 or the aggregate of:
(a) the cost of releasing affected participants' Deposits;
(b) any reputational harm to the Brannnch platform; and
(c) any claims, losses, or expenses incurred by Brannnch as a result of the breach.
7. Deposits and Service Fee
7.1. Brannnch collects a Deposit of CAD $6.00 from each participating user upon submission of a pre-order for a Community Deal. Brannnch collects and holds Deposits solely as a payment facilitator and is not an escrow agent, trustee, or fiduciary in respect of any Deposit.
7.2. Brannnch shall deduct the Service Fee from each Deposit in respect of a successful Community Deal, as set out in the Fee Schedule agreed between the parties. The amount of the Service Fee is as specified in the Fee Schedule.
7.3. The Fee Schedule shall be provided to the Retailer separately by Brannnch. The Fee Schedule is incorporated by reference into this Agreement and forms an integral part of this Agreement, notwithstanding that it is not attached to, published with, or linked from this publicly accessible Agreement.
7.4. The Fee Schedule is confidential between the parties and shall not be disclosed to any third party without the prior written consent of Brannnch, except as required by law.
8. Remittance
8.1. Brannnch shall remit Deposits (minus the Service Fee) to the Retailer on a monthly basis.
8.2. All Deposits from Community Deals deemed successful in a given calendar month shall be remitted to the Retailer within the first fourteen (14) days of the following calendar month.
8.3. Remittance shall be made to the bank account or payment method designated by the Retailer in the App. The Retailer is responsible for maintaining accurate and current payment information.
8.4. Brannnch may withhold remittance if the Retailer's Elite Account is suspended pending investigation in accordance with Clause 3.4. Withheld remittances shall be released or applied in accordance with the outcome of the investigation.
8.5. For no-show participants (users who do not complete the purchase within the Purchase Window), the Deposit (minus the Service Fee) shall still be remitted to the Retailer as part of the monthly settlement. The Retailer retains the no-show participant's Deposit (minus the Service Fee).
9. Purchase Window and Completion
9.1. Upon a successful Community Deal, participating users shall have fourteen (14) calendar days from the date of notification to complete the purchase at the Retailer's physical location.
9.2. When a participating user complete the purchase, the Retailer shall charge the user an amount equal to the Community Deal discounted price plus applicable taxes, minus CAD $6.00 (the Deposit already paid by the user through Brannnch).
9.3. After the fourteen (14) calendar day Purchase Window expires, the Retailer may sell any unclaimed product to any customer at any price at the Retailer's sole discretion. The Retailer retains the no-show participant's Deposit (minus the Service Fee) in accordance with Clause 8.5.
10. Failed Community Deals
10.1. If the Deal Threshold is not met within the Deal Window, the Community Deal fails.
10.2. Brannnch shall release all Deposits to participating users in full within three (3) business days of the Deal Window closing. Released Deposits shall be issued to the original payment method used by the user.
10.3. No Service Fee is charged on failed Community Deals.
10.4. No further transaction shall occur between the Retailer and users in respect of a failed Community Deal.
11. Digital Storefront Sub-Licence
11.1. The Retailer hereby grants Brannnch a non-exclusive, revocable sub-licence to operate as the Retailer's digital storefront on the Brannnch platform.
11.2. This sub-licence permits Brannnch to display the Retailer's store name, branding, product listings, and Community Deal information within the Services.
11.3. Brannnch does not sell, resell, supply, distribute, or take ownership of any products listed by the Retailer. The Retailer retains full ownership of and responsibility for all products.
11.4. The sub-licence granted under this Clause 11 shall terminate automatically upon termination of this Agreement.
12. Content Licence
12.1. The Retailer hereby grants Brannnch a non-exclusive, royalty-free, worldwide licence to use, display, reproduce, and distribute all content uploaded by the Retailer to the Services, including but not limited to product photographs, videos, descriptions, and branding materials, for the following purposes:
(a) displaying and promoting the Retailer's products and Community Deals within the Services; and
(b) marketing and promotional purposes related to the Brannnch platform.
12.2. The Retailer warrants that it has all necessary rights, licences, consents, and permissions to grant the licence described in Clause 12.1, and that the exercise of such licence by Brannnch will not infringe the rights of any third party.
12.3. The licence granted under Clause 12.1 shall survive termination of this Agreement in respect of content already displayed in archived Community Deals. Brannnch shall remove all active listings of the Retailer's content from the Services within a reasonable time following termination.
13. Indemnification
13.1. The Retailer shall indemnify, defend, and hold harmless Brannnch and its officers, directors, employees, agents, successors, and assigns from and against any and all claims, losses, damages, liabilities, costs, and expenses (including reasonable legal fees) arising out of or related to:
(a) the Retailer's products, including product liability claims, product defects, and product safety issues;
(b) the Retailer's listings on the App, including inaccurate descriptions, pricing errors, or misleading content;
(c) the Retailer's Community Deals, including failure to honour deal prices or maintain sufficient stock;
(d) a breach of this Agreement by the Retailer;
(e) the Retailer's violation of applicable law, including consumer protection legislation, product safety standards, and regulations governing Age-Restricted Products;
(f) any dispute between the Retailer and a user arising from or in connection with a Community Deal or the purchase of a product; and
(g) any third-party intellectual property claims related to the Retailer's listings, products, or content.
13.2. The Retailer's indemnification obligations under this Clause 13 shall survive the termination of this Agreement.
14. Insurance
14.1. The Retailer shall maintain, at its own expense, commercial general liability insurance with coverage adequate for the Retailer's business operations and products throughout the term of this Agreement.
14.2. Retailers listing or selling Age-Restricted Products must maintain any additional insurance required by the applicable product-specific regulations and shall provide proof of such additional insurance to Brannnch upon request.
15. Compliance with Laws and Age-Restricted Products
15.1. The Retailer shall comply with all applicable federal, provincial, and municipal laws, regulations, and ordinances in connection with its use of the Services, its products, and its Community Deals.
15.2. Retailers listing Age-Restricted Products (as defined in Clause 1.1 and in Section 15 of the Terms of Use) must:
(a) hold all required product-specific licences and permits issued by the applicable regulatory authority in the Retailer's province or territory of operation;
(b) verify the purchaser's age and any other information required to be verified under applicable law when the participating user complete the purchase;
(c) comply with all applicable packaging, labelling, and advertising restrictions for the relevant product category; and
(d) hold Brannnch harmless for any regulatory violations related to Age-Restricted Products.
15.3. The Retailer acknowledges that Brannnch does not verify the age of users beyond the platform's minimum age requirement of 19 years as set out in the Terms of Use. Age verification and any other verification required by applicable law is the sole responsibility of the Retailer.
16. Intellectual Property
16.1. The Retailer warrants that all product listings, images, descriptions, and other content uploaded to the App do not infringe any third-party intellectual property rights, including copyrights, trademarks, patents, or trade secrets.
16.2. Brannnch's name, logo, trademarks, trade names, and platform technology (including the App and all related software) are and shall remain the exclusive property of Brannnch. Nothing in this Agreement grants the Retailer any rights to Brannnch's intellectual property beyond what is strictly necessary for the Retailer to use the Services in accordance with this Agreement.
16.3. The Retailer shall not use Brannnch's name, logo, or trademarks for any purpose other than as expressly authorised by Brannnch in writing.
17. Audit Rights
17.1. Brannnch reserves the right to request proof at any time that the Retailer's retail store licence is current and in good standing.
17.2. Brannnch may verify the Retailer's compliance with the price protection obligations in Clause 5 and the stock guarantee obligations in Clause 6, including by conducting reasonable inquiries and requesting relevant documentation from the Retailer.
17.3. The Retailer shall cooperate with all reasonable audit requests from Brannnch and shall provide requested information and documentation within fourteen (14) days of the request.
18. Dispute Resolution (Retailer-User)
18.1. Brannnch is not responsible for resolving disputes between the Retailer and users regarding product quality, returns, exchanges, complaints, or any other matter arising from a purchase transaction completed through a Community Deal.
18.2. The Retailer shall handle all customer complaints, returns, refunds, and after-sale service directly with the user.
18.3. Brannnch may, at its sole discretion, assist in facilitating communication between the Retailer and a user, but Brannnch has no obligation to mediate, arbitrate, or otherwise resolve any dispute between the Retailer and a user.
19. Data Protection
19.1. The Retailer acknowledges that it will receive limited Personal Information about users who participate in the Retailer's Community Deals, including information necessary to facilitate the purchase transaction.
19.2. The Retailer shall handle all user Personal Information in compliance with the Personal Information Protection and Electronic Documents Act (Canada) and applicable provincial privacy legislation, as applicable.
19.3. The Retailer shall not use user Personal Information for any purpose other than fulfilling Community Deal transactions and providing related after-sale service.
19.4. The Retailer shall implement reasonable technical and organisational security measures to protect user Personal Information against unauthorised access, use, disclosure, alteration, or destruction.
20. Confidentiality
20.1. This Agreement is a publicly available document accessible through the App. Accordingly, the terms of this Agreement are not themselves confidential. However, both parties shall keep confidential all proprietary business information exchanged between them in connection with this Agreement or the Services, including but not limited to sales data, customer analytics, internal business processes, and operational details shared during onboarding, support, or the course of the relationship (collectively, "Confidential Information"). Notwithstanding the public availability of this Agreement, the Fee Schedule and any fee arrangements between the parties remain confidential and constitute Confidential Information for the purposes of this Clause 20.
20.2. Neither party shall disclose any Confidential Information to any third party without the prior written consent of the other party, except:
(a) to the party's professional advisers, officers, employees, or agents who need to know such information for the purposes of this Agreement, provided that such persons are bound by obligations of confidentiality no less onerous than those set out in this Clause 20;
(b) as required by law, regulation, or order of a court or governmental authority of competent jurisdiction; or
(c) to the extent such information is or becomes publicly available through no fault of the disclosing party, or was independently developed by the receiving party without reference to the Confidential Information.
20.3. The confidentiality obligations in this Clause 20 shall survive termination of this Agreement for a period of three (3) years.
21. Limitation of Liability
21.1. To the maximum extent permitted by applicable law, Brannnch's aggregate liability under or in connection with this Agreement, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall not exceed the total Service Fees retained by Brannnch from the Retailer's Community Deals in the six (6) months immediately preceding the event giving rise to the claim.
21.2. To the maximum extent permitted by applicable law, Brannnch shall not be liable for any indirect, incidental, consequential, special, or punitive damages, including but not limited to loss of profits, loss of revenue, loss of business, loss of opportunity, loss of data, or loss of goodwill, arising out of or in connection with this Agreement.
21.3. The limitations in this Clause 21 shall not apply to:
(a) Brannnch's obligation to remit Deposits to the Retailer in accordance with Clause 8;
(b) liability arising from Brannnch's gross negligence or wilful misconduct; or
(c) any liability that cannot be excluded or limited under applicable law.
22. Governing Law and Dispute Resolution
22.1. This Agreement shall be governed by and construed in accordance with the laws of British Columbia and the federal laws of Canada applicable therein, without regard to conflict-of-law principles that would cause the application of the laws of any other jurisdiction.
22.2. If a dispute arises under or in connection with this Agreement, the parties shall first attempt to resolve the dispute through informal negotiation for a period of at least thirty (30) days from the date of written notice of the dispute.
22.3. If the dispute cannot be resolved through informal negotiation within the thirty (30) day period, the dispute shall be referred to and finally resolved by binding arbitration administered in Vancouver, British Columbia, in accordance with the applicable British Columbia arbitration legislation. The arbitration shall be conducted in English before a single arbitrator.
22.4. The provisions of this Clause 22 are consistent with the dispute resolution framework set out in Section 32 of the Terms of Use.
23. Miscellaneous
23.1. Entire Agreement. This Agreement, together with the Fee Schedule, the Terms of Use, and the Privacy Policy, constitutes the entire agreement between the parties in respect of the subject matter hereof and supersedes all prior agreements, understandings, negotiations, and discussions, whether oral or written, between the parties relating to the subject matter of this Agreement.
23.2. Severability. If any provision of this Agreement is determined to be unlawful, void, or unenforceable, that provision shall be deemed severable from this Agreement and shall not affect the validity or enforceability of the remaining provisions. Any invalid provision shall be replaced by a valid provision that most closely achieves the original provision's purpose.
23.3. No Waiver. The failure of either party to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision. Any waiver of a breach of this Agreement must be in writing and signed by the waiving party.
23.4. Assignment. Brannnch may assign any or all of its rights and obligations under this Agreement to a third party at any time. The Retailer may not assign or transfer its rights or obligations under this Agreement without the prior written consent of Brannnch.
23.5. Force Majeure. Neither party shall be liable for any failure or delay in the performance of its obligations under this Agreement to the extent such failure or delay is caused by circumstances beyond its reasonable control, including acts of God, war, terrorism, pandemic, epidemic, government action, natural disaster, power failure, internet or telecommunications failure, or labour disputes.
23.6. Notices. All notices under this Agreement to Brannnch shall be sent to hello@brannnch.com. All notices to the Retailer shall be sent to the email address associated with the Retailer's Elite Account. Notices shall be deemed received upon confirmed delivery by email.
23.7. Amendments. Except as otherwise provided in the Fee Schedule regarding amendments to the Fee Schedule, no amendment to this Agreement shall be effective unless made in writing and agreed to by both parties.
23.8. Electronic Acceptance and Signatures. The parties agree that this Agreement may be accepted and executed electronically, and that electronic signatures shall have the same legal effect as handwritten signatures.
23.9. Relationship of the Parties. Nothing in this Agreement shall create or be deemed to create a partnership, joint venture, employment, franchise, or agency relationship between the parties. The Retailer is an independent contractor.
24. Contact Information
24.1. For all notices, inquiries, and communications under this Agreement, the parties may contact Brannnch at:
Brannnch Technology Inc.
204-26730 56 Ave, Langley Township, British Columbia V4W 3X5, Canada
Email: hello@brannnch.com
Phone: +1 778-652-7911
24.2. The Retailer's contact information shall be as set out in the Elite Account application. The Retailer shall notify Brannnch promptly of any change in contact information.
ACCEPTANCE
By checking the acceptance box and submitting an Elite Account application through the Brannnch App, the Retailer acknowledges that they have read, understood, and agree to be bound by this Service Agreement and the applicable Fee Schedule.
Electronic acceptance through the App constitutes a valid and binding agreement under the Electronic Transactions Act (British Columbia) and applicable federal law.
The date of acceptance is the date on which the Retailer submits their Elite Account application through the App.
The Retailer's identity is established through the information provided during the Elite Account application process, including the Retailer's store name, business address, contact information, and retail licence details.