Kief Terms of Service

Effective date: 2026-09-26 Last updated: 2026-09-26

These Terms of Service (the "Terms") are a binding agreement about your use of Kief, the website and application at kief.app (the "Platform"). Please read them carefully. Section 28 requires most disputes to go first to mediation and then to binding individual arbitration. Section 28 applies equally to you and to us. It does not require any Oasis employee to arbitrate any claim.

PART A. TERMS FOR EVERYONE

1. Who we are

1.1 The Platform is owned and operated by OCC ABQ LLC, doing business as Oasis Cannabis Co. ("OCC ABQ").

1.2 EMPOCC LLC ("EMPOCC") is the hiring organization for Oasis staff. Under an agreement with OCC ABQ, EMPOCC hires the employees who work at Oasis Cannabis Co. stores and assigns them to work at those stores. EMPOCC is the employer of the staff who use Kief.

1.3 In these Terms, "Oasis," "we," "us" and "our" mean OCC ABQ and EMPOCC. Each of them is a party to these Terms and may enforce them.

1.4 "Oasis Parties" means OCC ABQ, EMPOCC, their affiliates, and the members, managers, officers, employees and agents of each of them.

1.5 "You" means the person using the Platform and, if you use it for a Vendor, that Vendor as well. "Vendor Parties" means a Vendor, its affiliates, and the members, managers, officers, employees and agents of each of them.

2. Who may use the Platform

2.1 The Platform is a private business tool for Oasis Cannabis Co. staff sales incentives. Access is by invitation or through Oasis's HR system (the "HRIS"). It is not a consumer service.

2.2 You must be 21 or older to use the Platform.

2.3 The Platform has three kinds of users:

(a) Employees: Oasis staff who open Kief from the HRIS. Part C also applies to you.

(b) Vendors: cannabis brands and suppliers Oasis has invited to fund incentive campaigns, and each person a Vendor authorizes to use the Platform for it ("Vendor Users"). Part B also applies to you.

2.4 If you accept these Terms for a company, you represent that you have authority to bind that company, and the company is bound.

3. How you accept these Terms

3.1 You accept these Terms by checking the acceptance box and selecting the acceptance button shown at sign-in, at first use, or on the vendor access request form.

3.2 Your electronic acceptance is an electronic record and an electronic signature, and it has the same effect as a signature on paper.

3.3 We keep a record of each acceptance, including the version of these Terms, the account or form it relates to, and the date and time.

4. The Rewards Policy controls rewards

4.1 The Kief Rewards Program Policy and Disclaimer, SOP 1-20 (the "Rewards Policy"), as issued through the HRIS from time to time, governs who may earn, how Earnings are recorded, corrected and paid, and how Employee questions and disputes about Earnings are handled.

4.2 These Terms govern use of the Platform. If these Terms and the Rewards Policy conflict on any rewards matter for Employees, the Rewards Policy controls. Capitalized terms not defined here, such as Campaign, Earning, Pending Earning, Final Earning, Qualifying Sale, Live, Settlement and Payout Method, have the meanings in the Rewards Policy.

5. Your account and security

5.1 Keep your sign-in methods to yourself. Employee sign-in links from the HRIS are single-use and tied to you; do not share them. Vendor Users sign in with a code sent to their work email and a second factor; do not share codes or authenticator devices.

5.2 Tell us promptly at support@kief.app if you believe your access has been misused.

5.3 You are responsible for activity under your access that results from your failure to protect it.

6. Acceptable use

You will not:

(a) access data or areas you are not authorized to see, or try to identify an Employee from data that does not name them;

(b) probe, scan, overload or interfere with the Platform or its security controls, or bypass any rate limit, bot check or second factor;

(d) enter false, misleading or manipulated sales, product, campaign or contact information;

(e) use the Platform to offer, promise or pay any sales incentive outside a Campaign Oasis has approved and published in Kief;

(f) use the Platform in violation of any law, including the New Mexico Cannabis Regulation Act and the rules of the Cannabis Control Division; or

(g) help anyone else do any of these things.

7. Protected rights

7.1 Nothing in these Terms prohibits or restricts any Employee or other person from:

(a) exercising rights under Section 7 of the National Labor Relations Act, including discussing pay, Earnings, the Platform and other terms and conditions of employment with coworkers or others, and acting together about them;

(b) filing a charge or complaint with, communicating with, giving information to, or taking part in a proceeding before any government agency, including the Equal Employment Opportunity Commission, the National Labor Relations Board, the U.S. Department of Labor, the New Mexico Department of Workforce Solutions, the New Mexico Human Rights Bureau, and the Cannabis Control Division, without notice to or permission from Oasis;

(d) receiving an award from a government agency for information provided to it.

7.2 Every confidentiality, data-use and non-disparagement obligation in these Terms is subject to this Section 7.

8. Platform content and ownership

8.1 OCC ABQ owns the Platform, its software, design, text, graphics, artwork and icons, and the Kief name and marks. We grant you a limited, revocable, non-transferable right to use the Platform for its intended purpose while your access lasts.

8.2 You keep ownership of content you submit, such as a Vendor's logo, product names and campaign text ("Your Content"). You grant Oasis a non-exclusive, royalty-free license to host, display, copy and adapt Your Content inside the Platform, in Oasis Cannabis Co. stores, and in communications to Oasis staff for as long as needed to run the related Campaigns and keep required records.

8.3 If you send us suggestions, we may use them without obligation to you.

9. Writing assistance

The campaign builder offers optional automated writing suggestions. Suggestions are generated by a third-party AI service from campaign details only, such as campaign type, products, brands, categories, rewards, schedule and number of stores. No Employee names are sent. Suggestions may be inaccurate. You are responsible for reviewing any text before you submit it, and Oasis reviews every Campaign before approval.

10. Data shown in the Platform

10.1 Sales, inventory and earnings figures come from Oasis's point-of-sale system and HRIS and are synchronized on a schedule. Figures may be delayed, estimated or later corrected.

10.2 Previews, estimates, progress bars and live ranks are not promises. For Employees, the Rewards Policy decides what is earned and paid. For Vendors, the monthly statement under Section 15 decides what is owed, subject to Section 16.

10.3 How we handle personal information is described in the Kief Privacy Policy at kief.app/privacy.

11. Third-party services

The Platform relies on service providers for hosting, database, email, security checks, payroll and similar functions. We are not responsible for a provider's independent acts, but we remain responsible for our own obligations under these Terms.

12. Changes to the Platform

We may change, add or remove features of the Platform. Changing a feature does not change any Earning already recorded, any Vendor funding obligation already incurred, or any right under the Rewards Policy.

13. Suspension and ending access

13.1 We may suspend or end any user's access to the Platform for a breach of these Terms, suspected fraud or security risk, or a legal or regulatory requirement, and, for Vendors, as Section 18 provides. For Employees, Program access is governed by the Rewards Policy.

13.2 Ending access does not end obligations that by their nature continue, including payment and funding obligations, confidentiality, data-use limits, indemnity, limitation of liability and Section 28.

PART B. VENDOR TERMS

This Part applies to every Vendor and Vendor User, in addition to Part A. These Terms are the entire agreement between Oasis and each Vendor about Kief.

14. Campaigns are binding funding commitments

14.1 Approval. A Vendor may create and submit Campaigns for Oasis's review. No Campaign goes live until Oasis approves it. Oasis may approve, reject, pause or end any Campaign in its discretion.

14.2 Binding commitment. When Oasis approves a Vendor's Campaign, the Vendor irrevocably commits to fund every reward earned under that Campaign's published rules, as they stood in Kief when each sale completed, up to the Campaign's approved budget cap for each cycle or monthly segment. The Vendor's commitment covers rewards paid through payroll and as store credit, at each Employee's election under the Rewards Policy.

14.3 No cancellation or reduction of earned rewards. A Vendor may ask Oasis to end or pause a Campaign, and may raise a cap, but may not cancel, reduce, reverse or refuse to fund any reward earned before an end, pause or other change takes effect in Kief. Approved Campaign terms cannot be changed; changed terms require a new Campaign.

14.4 What stops new rewards. Ending, pausing or reaching the cap of a Campaign stops new rewards from that point forward only. Under the Rewards Policy, a goal or leaderboard Campaign that ends before its target is reached or before Settlement produces no reward for that cycle, and the Vendor owes nothing for it.

14.5 Monthly segments. Vendor Campaigns run in calendar-month segments, America/Denver time. Each segment settles on its own, and each segment's budget cap applies to that segment.

14.6 Oasis pays Employees. Oasis, not the Vendor, pays every reward to Employees. The Vendor will never pay, promise or give any Oasis Employee any money, product, gift card, credit or other thing of value for selling or recommending its products, except through a Campaign Oasis has approved in Kief. Branded promotional items of minor value given to a store's staff as a group are not incentives under this Section. Cannabis and cannabis products are never promotional items and are never rewards.

14.7 No direct dealings with staff about Campaigns. The Vendor will direct all Campaign questions, requests and negotiations to Oasis, not to store staff or managers.

15. Monthly statement, platform administration fee and payment

15.1 Statement. After each calendar month closes, Oasis issues the Vendor a monthly statement in the Platform. The statement shows:

(a) rewards earned under the Vendor's Campaigns for that month's segments, divided between store credit and payroll;

(b) adjustments, positive or negative, including rewards for sales that reached Kief after Settlement, corrections, and true-ups for earlier months;

(d) the total due.

15.2 Platform administration fee. Each statement includes a Platform administration fee equal to the fee rate shown on the statement, applied to the rewards billed on that statement (items (a) and (b) together). The fee rate is currently 20%. A net negative adjustment produces a matching negative fee. The rate is fixed on each statement when the month closes, and a later rate change never alters a closed statement. Oasis may change the rate for future months by giving the Vendor at least 30 days' notice through the Platform or by email. The Vendor may then stop submitting new Campaigns, or end its relationship with Oasis under Section 18, without penalty for months not yet begun.

15.3 Free to join. Oasis charges no fee to join Kief or to create or submit a Campaign. Reward funding and the Platform administration fee apply to every approved Campaign.

15.4 How the Vendor pays. The Vendor will pay each statement's total due within 30 days after the statement date, by issuing OCC ABQ a credit in that amount against OCC ABQ's open or next invoices for the Vendor's products ("Purchase Credit"), unless Oasis agrees in writing to another method. Each Purchase Credit must reference the statement it satisfies.

15.5 Set-off. If any undisputed amount is not paid or credited when due, the party owed may set it off against any undisputed amount it owes the other party, after giving 10 days' written notice identifying the amounts. Either party may use this Section.

15.6 Late amounts. Undisputed amounts not paid when due bear interest from the due date at the lesser of 1% per month or the highest rate the law allows. Oasis may decline to approve new Campaigns for the Vendor until the account is current.

15.7 Taxes. Each party is responsible for its own taxes. The Vendor's funding and the fee are amounts owed to Oasis; they are not wages the Vendor pays to anyone. Oasis reports and withholds on Employee Earnings as the Rewards Policy describes.

16. Statement questions and disputes

16.1 The Vendor may question any statement line by written notice through the Platform or to support@kief.app, stating the line and the reason. The Vendor should do so within 60 days after the statement date, so records are easy to pull, but a later question is still reviewed against the records then available.

16.2 The Vendor will pay or credit the undisputed part of a statement on time. Oasis will give the Vendor supporting detail by store, product, date, units, net sales and reward amount. Oasis will not give the Vendor any Employee's individual Earnings, sales, rank or pay.

16.3 If the parties do not resolve a question within 30 days, either party may start the process in Section 28.

17. Representations and obligations

17.1 Mutual authority. Each party represents that it is validly organized, in good standing, and authorized to enter into these Terms, and that the person accepting for it has authority to bind it.

17.2 Vendor representations. The Vendor represents, and will ensure for as long as it uses the Platform, that:

(a) it holds and will maintain every license and registration the law requires for its business and for the products it offers through Campaigns;

(b) it claims in Kief only products it owns, produces or has the right to promote;

(c) every Campaign and all of Your Content is accurate and not deceptive or misleading, makes no unproven health claims, does not target or appeal to minors, and does not promote overconsumption;

(d) it will not offer cannabis or cannabis products as a reward, and will not give cannabis or cannabis products free to any Oasis Employee or on Oasis premises;

(e) it will comply with the Cannabis Regulation Act, the rules of the Cannabis Control Division, including its advertising and marketing rules, and all other laws that apply to its business and its Campaigns;

(f) it will not ask any Oasis Employee to violate the Rewards Policy or any cannabis law, including purchase limits and identification rules, and will not ask to exclude a named Employee from a Campaign; and

(g) it has not given and will not give any Oasis Employee anything of value outside Kief in connection with selling or recommending its products.

17.3 Oasis representations. Oasis represents that it will record and compute rewards under each approved Campaign's published rules and the Rewards Policy, pay Employees the rewards it bills to the Vendor, and prepare statements from its records in good faith.

17.4 Records and audit. Each party will keep accurate records of its performance under this Part B for at least 3 years. On reasonable written notice, and not more than once per calendar year unless fraud is reasonably suspected, each party may request records reasonably needed to verify the other party's compliance with this Part B. Neither party will receive any Employee's personal information under this Section except as Section 19 allows. A verified overcharge or underpayment is corrected on the next statement.

17.5 Vendor Users. The Vendor is responsible for its Vendor Users, will keep its user list current, and will remove any person who leaves the Vendor or no longer needs access.

18. Suspension, termination and survival for Vendors

18.1 Either party may end the Vendor relationship for convenience on 30 days' written notice. Either party may end it on written notice if the other materially breaches this Part B and does not cure within 15 days after notice, or immediately for fraud, loss of a required license, or a violation of law that exposes the other party to regulatory risk.

18.2 Oasis may suspend a Vendor's Platform access or Campaigns immediately if it reasonably suspects fraud, a license or regulatory problem, a data or security misuse, or nonpayment.

18.3 When the relationship ends, Oasis ends the Vendor's Live Campaigns. The Vendor remains responsible for every reward earned before the end takes effect in Kief, every statement for months that include such rewards, and the related fees. Sections 14.2, 14.3, 15, 16, 17.4, 19, 28, 29 and 30 survive.

19. Vendor use of Kief data and confidentiality

19.1 What Vendors receive. Kief shows a Vendor sales totals (units and net sales) and period comparisons by store and product for its approved products at the stores it may sponsor; inventory on hand for those products at those stores; its own Campaigns, statements and credits; and, while it builds a Campaign, the first name, last initial and role of eligible staff at those stores. Kief does not show Vendors any Employee's individual Earnings, sales, rank or pay.

19.2 Permitted use. The Vendor may use Kief data only to plan, run and evaluate Campaigns with Oasis and to manage its supply relationship with Oasis. The Vendor will not sell, license, publish or share Kief data; will not use it to contact, recruit or identify any Employee; will not copy or retain Employee names outside the Platform; and will not combine Kief data with other data to identify an individual.

19.3 Mutual confidentiality. Each party will keep the other's non-public business information received through the Platform confidential, use it only for the purposes of these Terms, and protect it with reasonable care. This does not apply to information that is public through no fault of the recipient, already known to it, independently developed, or rightfully received from someone else. A party may disclose information when the law or a regulator requires it, after giving the other party notice where lawful. Oasis may disclose Campaign rules and rewards to its staff. Section 7 controls over this Section 19.

19.4 Publicity. Neither party will use the other's name or marks in public advertising about Kief without written consent, except that Oasis may display the Vendor's name, logo and Campaign content inside the Platform and to its staff.

20. Legal action for fraud

Oasis takes fraud seriously. If a Vendor misrepresents a Campaign, a product claim, a license or a payment, or defrauds or attempts to defraud any Oasis Party, Oasis will pursue every remedy available to it under these Terms and the law, including mediation and arbitration under Section 28 for money owed and damages, a court action for an injunction or other provisional relief under Section 28.6, set-off under Section 15.5, suspension and termination under Section 18, indemnity under Section 29, and reports to the Cannabis Control Division or law enforcement where appropriate. The same remedies are available to a Vendor against Oasis.

PART C. EMPLOYEE TERMS

This Part applies to every Employee, in addition to Part A.

21. Participation is voluntary

21.1 Kief is a discretionary benefit offered to Oasis staff under the Rewards Policy. You are enrolled through the HRIS and may opt out as the Rewards Policy describes. Choosing not to take part will never be held against you.

21.2 Using Kief does not change your regular pay, schedule, job title, benefits or performance expectations.

22. Your employer; no employment contract; at-will employment

22.1 Your employer is EMPOCC, which assigns you to work at Oasis Cannabis Co. stores operated by OCC ABQ. OCC ABQ operates Kief. In these Terms, references to Oasis include both.

22.2 These Terms govern your use of the Platform. They are not a contract of employment, do not promise employment for any period, and do not promise any Campaign, reward, rank, Payout Method or level of pay.

22.3 Your employment remains at will. Either you or your employer may end it at any time, with or without cause or notice, for any reason that is not unlawful. Nothing in these Terms or in Kief changes that. The Rewards Policy states who may change at-will status, and only in a signed writing.

22.4 No manager, Program Administrator or Vendor may promise you a reward, Campaign, rank or exception. Any such promise is not binding on Oasis.

23. Earnings and pay

23.1 The Rewards Policy decides what is earned, when an Earning becomes final, and how it is paid. Screens, estimates and live ranks in Kief are not promises.

23.2 A Final Earning is wages and is paid as wages under the Rewards Policy. Nothing in these Terms forfeits, reduces or delays any wage you have earned, and nothing in these Terms authorizes any deduction from your wages. No deduction will be made from your wages except as the law allows, and, where the law requires your written authorization, only with it.

23.3 Every Earning is payable through payroll. You are never required to take store credit.

24. Using Kief honestly

24.1 You will follow the selling rules in the Rewards Policy, ring every sale under your own point-of-sale login, and not create, split, re-ring, cycle or claim a sale to fit a Campaign.

24.2 Under the Rewards Policy, a sale made in violation of those rules is not a Qualifying Sale and creates no Earning. Oasis may correct Pending Earnings as the Rewards Policy describes, and may recover a Final Earning obtained through prohibited conduct or paid in error only by lawful means.

24.3 Do not share your single-use sign-in link or let anyone else use your access.

25. Questions and disputes about Earnings

25.1 If you think an Earning is missing, wrong or held, use "Something's wrong" in Kief or write to HR at hr@oasiscannabisnm.com. Under the Rewards Policy there is no deadline to report an Earning you believe was earned and not paid.

25.2 You do not have to use this process before, or instead of, talking with coworkers, contacting a government agency, or getting legal advice.

26. What coworkers and Vendors can see

On a leaderboard Campaign, other participants on the same board can see your first name, last initial, avatar or initials, store, rank and the sales measure being ranked. Goal and commission Campaigns are private to you. While building a Campaign, a Vendor can see the first name, last initial and role of eligible staff at the stores it may sponsor. Vendors never see your Earnings, sales, rank or pay.

27. Employees are not required to arbitrate

Section 28 does not apply to any claim between an Employee and any Oasis Party, and nothing in these Terms requires any Employee to arbitrate any claim or waives any Employee's right to bring a claim in court or before a government agency. Questions about Earnings are handled under the Rewards Policy, and any other claim is resolved as the law provides.

PART D. DISPUTES AND GENERAL TERMS

28. Dispute resolution: mediation first, then binding arbitration

28.1 Mutual agreement. Except as Sections 27, 28.6 and 28.7 provide, you and Oasis each agree to resolve every dispute, claim or controversy between you (including your Vendor Parties, if you are a Vendor) and any Oasis Party arising out of or relating to these Terms, the Platform, any Campaign, statement or Purchase Credit, or the relationship these Terms create (a "Dispute") only as this Section 28 provides. This Section binds Oasis exactly as it binds you, and each Oasis Party and each Vendor Party may enforce it and is bound by it. Neither side keeps a right to go to court on a Dispute that the other side lacks.

28.2 Notice and negotiation. A party with a Dispute will give the other a written notice under Section 31.1 describing the Dispute, the facts, and the relief sought. The parties will try in good faith to resolve it for 30 days after the notice is received.

28.3 Mediation. If the Dispute is not resolved in that time, either party may require mediation. The mediation will take place in Albuquerque, New Mexico, or by video, before a single mediator the parties choose together or, if they cannot agree within 15 days, one appointed by the arbitration administrator in Section 28.4. For a Dispute with a Vendor, the parties share the mediator's fees equally. For a Dispute with an individual, Oasis pays the mediator's fees. Each party bears its own attorney fees in mediation. Mediation communications are confidential and may not be used as evidence, except as the law requires.

28.4 Binding arbitration. If the Dispute is not resolved within 45 days after a mediation request, or if the other party does not take part in mediation, either party may start binding arbitration. The arbitration will be administered by the American Arbitration Association under its rules that apply to the Dispute, as modified by this Section. If that administrator is unavailable or declines, the parties will choose another administrator together, or a court will appoint an arbitrator. The unavailability of any administrator does not end the agreement to arbitrate.

28.5 How arbitration works.

(a) One neutral arbitrator, who is a lawyer licensed in New Mexico or a retired judge, will decide the Dispute.

(b) The seat of arbitration is Albuquerque, Bernalillo County, New Mexico. Hearings may be held by video if the arbitrator allows.

(c) The arbitrator applies New Mexico substantive law and may award any individual remedy a court could award, including damages, statutory damages and penalties, injunctive relief limited to the claimant, and fees and costs where these Terms or the law allow.

(d) The arbitrator will allow discovery adequate to the claims and defenses.

(e) The arbitrator will issue a written, reasoned award. Judgment on the award may be entered in any court with jurisdiction.

(f) Arbitration fees. For a Dispute with a Vendor, the parties share the administrator's and arbitrator's fees equally, subject to reallocation in the award. For a Dispute with an individual, the individual pays no more than the filing fee the individual would pay to start a court case, and Oasis pays the rest.

(g) Attorney fees. For a Dispute with a Vendor, the prevailing party may recover its reasonable attorney fees and costs from the other party. For a Dispute with an individual, each party bears its own attorney fees, unless a law under which a claim is brought awards them.

(h) Nothing in this Section shortens any statute of limitations. Limitations periods are paused while the notice, negotiation and mediation steps in Sections 28.2 and 28.3 are pending.

28.6 Matters either party may take to court. Either party, on equal terms, may:

(a) bring an individual claim in a small claims court, including the Bernalillo County Metropolitan Court or a magistrate court, if the claim is within that court's jurisdiction and stays there;

(b) ask a court for a temporary restraining order, preliminary injunction or other provisional relief to preserve the status quo, stop fraud, or protect confidential information, data or intellectual property while a Dispute is mediated or arbitrated; and

28.7 Matters outside this Section. This Section does not apply to, and does not waive:

(a) any charge, complaint or proceeding before a government agency, including those listed in Section 7;

(b) any claim that a law provides may not be subject to a predispute arbitration agreement, including any case relating to a sexual harassment dispute or sexual assault dispute that the person alleging it elects to bring in court;

(d) any right that the law does not allow to be waived.

28.8 Individual claims only. To the extent the law allows, each party may bring claims against the other only in its individual capacity, and not as a plaintiff or class member in any class, collective or representative proceeding, and the arbitrator may not consolidate claims of different claimants or preside over any class, collective or representative proceeding. This waiver binds Oasis and you equally. If a court finds this Section 28.8 unenforceable as to a particular claim or remedy, that claim or remedy, and only that one, will proceed in court under Section 28.10 after the individual claims are arbitrated, and the rest of this Section 28 remains in force. This Section 28.8 is severable.

28.9 Who decides. The arbitrator decides all questions about the interpretation, scope, applicability and enforceability of this Section 28, except that a court decides (a) whether Section 28.7(b) applies, (b) the enforceability of Section 28.8, and (c) whether a matter falls under Section 28.6.

28.10 Governing law and venue. These Terms are governed by the laws of the State of New Mexico, without regard to conflict of laws rules. This Section 28 is governed by the Federal Arbitration Act, 9 U.S.C. § 1 and following. If a court finds that the Federal Arbitration Act does not apply, the New Mexico Uniform Arbitration Act governs. Any court matter permitted by these Terms will be brought only in the state or federal courts located in Bernalillo County, New Mexico, and each party consents to their jurisdiction.

28.11 Changes to this Section. No change to this Section 28 applies to any Dispute that arose, or of which either party gave notice, before the change takes effect. Oasis will give at least 30 days' notice before any change to this Section takes effect.

28.12 Survival. This Section 28 survives the end of your use of the Platform and the end of any Vendor relationship.

29. Indemnity between Vendors and Oasis

29.1 By the Vendor. The Vendor will defend and indemnify the Oasis Parties against third-party claims, including government claims, and the resulting losses, judgments, settlements, fines and reasonable attorney fees, to the extent they arise from (a) the Vendor's fraud, willful misconduct or violation of law; (b) the Vendor's breach of Part B; (c) the Vendor's products; (d) Your Content; or (e) any payment or thing of value the Vendor gave an Oasis Employee outside Kief.

29.2 By Oasis. Oasis will defend and indemnify the Vendor Parties against third-party claims, including government claims, and the resulting losses, judgments, settlements, fines and reasonable attorney fees, to the extent they arise from (a) Oasis's fraud, willful misconduct or violation of law; (b) Oasis's breach of Part B; or (c) any claim by an Oasis Employee for payment of a reward Oasis billed to the Vendor.

29.3 Procedure. The party seeking indemnity will give prompt written notice, and a delay excuses the obligation only to the extent it causes prejudice. It will let the indemnifying party control the defense with counsel reasonably acceptable to it, and will cooperate at the indemnifying party's expense. The indemnifying party will not settle any claim in a way that admits fault by, or imposes a non-monetary obligation on, an indemnified party without its written consent.

30. Disclaimers and limitation of liability

30.1 Disclaimer. The Platform is provided as is and as available. To the extent the law allows, the Oasis Parties disclaim implied warranties of merchantability, fitness for a particular purpose and non-infringement, and do not promise that the Platform will be uninterrupted or error free. This Section does not limit any obligation Oasis has under the Rewards Policy, Part B or the law, including the obligation to pay wages.

30.2 No indirect damages, for either side. To the extent the law allows, neither the Oasis Parties nor you (including your Vendor Parties) will be liable to the other for any indirect, incidental, special, consequential or punitive damages, or for lost profits or lost business, arising out of these Terms or the Platform.

30.3 Cap, for either side. To the extent the law allows, the total liability of the Oasis Parties to you, and your total liability (including your Vendor Parties') to the Oasis Parties, arising out of these Terms or the Platform, is limited on each side to the greater of (a) for a Dispute with a Vendor, the total amounts the Vendor paid or owed under Part B in the 12 months before the event giving rise to the claim, and (b) $1,000.

30.4 What the limits do not cover. Sections 30.2 and 30.3 do not apply to, and do not limit: (a) fraud, gross negligence or willful misconduct; (b) indemnity obligations under Section 29; (c) a breach of Section 19; (d) the Vendor's obligation to fund rewards and pay statements under Sections 14 and 15; (e) the obligation to pay Earnings and wages; or (f) any damages, penalties, fees or other remedies that a statute provides and that the law does not allow to be limited by agreement, including any right of an Employee under wage and employment laws.

31. General

31.1 Legal notices.

(a) To Oasis. A legal notice to OCC ABQ or EMPOCC, including a notice of Dispute, breach or termination, is effective only if it is delivered on paper, by hand, by nationally recognized courier, or by certified mail, return receipt requested, to: OCC ABQ LLC and EMPOCC LLC, 315 San Pedro Blvd NE, Albuquerque, NM 87108. A legal notice sent only by email is not effective.

(b) To you. Oasis sends legal notices to you at the email address or mailing address on your account or on your access request, or through the Platform. A notice by email is effective when sent, unless Oasis learns it was not delivered.

(c) Everyday communications. Support questions and routine communications may go to support@kief.app or help@oasiscannabisnm.com. Employee questions about Earnings go to hr@oasiscannabisnm.com or through "Something's wrong" in Kief. Nothing in this Section 31.1 limits any right in Section 7.

31.2 Changes to these Terms. We may update these Terms. We will post the new version with its effective date and, for a material change, give at least 30 days' notice through the Platform or by email and ask you to accept the new version. A change applies only going forward and never to a Dispute that arose before it took effect. Section 28.11 controls changes to Section 28. If you do not accept a change, you may stop using the Platform, and, for Vendors, Section 18 applies.

31.3 Assignment. Neither party may assign these Terms without the other's written consent, except that either party may assign them without consent to an affiliate or to a successor in a merger, reorganization or sale of substantially all of its related business or assets, on written notice. OCC ABQ and EMPOCC may allocate their rights and duties under these Terms between themselves.

31.4 Force majeure. Neither party is liable for a delay caused by events beyond its reasonable control, except that this does not excuse a payment obligation for more than 30 days.

31.5 Relationship. The parties are independent contractors. A Vendor is not an employer of any Oasis Employee, and no Oasis Employee is a Vendor's agent.

31.6 Federal law. Each party understands that cannabis remains unlawful under federal law, entered into these Terms knowing that, and will perform these Terms in compliance with New Mexico law. To the extent the law allows, neither party will assert the federal status of cannabis as a defense to its own payment or funding obligations under these Terms.

31.7 Entire agreement. These Terms, the Kief Privacy Policy and, for Employees, the Rewards Policy are the entire agreement about the Platform and replace any earlier statements about it. For Vendors, these Terms are the entire agreement between the Vendor and Oasis about Kief.

31.8 Severability. If any part of these Terms is found unenforceable, the rest stays in effect, and the unenforceable part is enforced to the fullest extent the law allows, subject to Section 28.8.

31.9 No waiver. A failure or delay in enforcing any part of these Terms is not a waiver.

31.10 Headings. Headings are for convenience only.

31.11 Law controls. If any part of these Terms conflicts with a law that applies, the law controls and the rest of these Terms stays in effect. Nothing in these Terms waives a right that cannot be waived by law.

Version 2026-09-26