ZPTAG SUBSCRIPTION AGREEMENT  
Cooperative Members · Genuine Marketing Group, Inc · Amended draft (clean), 24 July 2026  

Effective Date: the date on which Subscriber accepts this Agreement electronically (the "Effective Date").  
This Subscription Agreement ("Agreement") is entered into between Genuine Marketing Group, Inc, a Nevada company with its principal place of business at 217 Geneva Blvd. Burnsville, MN 55306, USA ("GMG"), and the subscriber identified in the Enrollment Form ("Subscriber"). Subscriber may be an individual farming business, cooperative member, or other agricultural business entity.  

1. Purpose of This Agreement Summary: This Agreement governs paid access to ZPTAG services.  
1.1 This Agreement sets out the commercial terms under which Subscriber may access paid features of the GMG ZPTAG® platform (the "Platform").  
1.2 Use of the Platform is also subject to the GMG Platform Terms of Service (the "Platform Terms"), which are incorporated by reference.  
1.3 In the event of conflict, the following order of precedence applies: (a) the Enrolment Form; (b) this Agreement; (c) the Platform Terms; and (d) any policies incorporated by reference.  

2. Subscription Grant Summary: GMG provides paid access to specific features.  
2.1 Subject to payment of applicable fees and compliance with this Agreement and the Platform Terms, GMG grants Subscriber access to: (a) ZPTAG digital identifiers; (b) QR-enabled engagement tools; (c) traceability and storytelling tools; (d) sustainability data display features; (e) analytics and reporting tools; and (f) any additional features specified in an Enrolment Form or order form.  
2.2 Access is limited to Subscriber’s internal business use.  

3. Participation Authorizations Summary: Subscriber authorizes cooperative marketing, ZPTAG identifiers, and data use.  
3.1 Cooperative marketing. Subscriber authorizes Farmward Cooperative (the "Cooperative") to market, promote and communicate information relating to Subscriber’s products, farming practices, sustainability initiatives and cooperative participation, and authorizes GMG to provide digital marketing services, promotional content, QR-enabled storytelling, traceability content, sustainability communication and related engagement tools via the ZPTAG Program.  
3.2 ZPTAG Identifiers; brand licence. Subscriber is authorized to use ZPTAG Identifiers (QR codes, digital tags or similar product-linked identifiers) on its products and premises. GMG  grants Subscriber a limited, non-exclusive, non-transferable, revocable licence during the term of this Agreement to use the ZPTAG® name and logo solely to identify participation in the ZPTAG Program, provided such use complies with GMG’s brand guidelines as published by GMG. Subscriber shall not represent that it is an agent, partner or representative of GMG.  
3.3 Data authorization. Subscriber authorizes the submission, processing, display, communication and analysis of its farm-level, product, sustainability, carbon intensity and related data within the Platform for traceability, marketing and program purposes. Subscriber warrants that all data it provides is accurate, that it has all rights and consents necessary to provide it, and that GMG may rely on its accuracy and lawfulness.  
3.4 Business capacity. Subscriber confirms that it enters into this Agreement in the course of its farming business and not as a consumer, and that the individual accepting this Agreement has authority to bind Subscriber. 

 4. Term and Renewal Summary: The subscription continues until terminated.  
4.1 Unless otherwise specified in an Enrolment Form: (a) the subscription begins on the Effective Date; (b) [subject to an initial committed term of twelve (12) months,] it continues on a monthly recurring basis; and (c) either party may terminate on thirty (30) days’ written notice effective no earlier than the end of the initial committed term.  
4.2 Annual plans (if selected) renew automatically for successive one-year terms unless either party gives notice of non-renewal before the renewal date. For annual plans, GMG will send a renewal reminder to Subscriber’s account email at least thirty (30) days before each renewal, and Subscriber may cancel renewal online through its account or by written notice.  

5. Fees and Payment Summary: Subscriber pays fees directly to GMG, in US dollars.  
5.1 Subscriber agrees to pay, in US dollars: (a) the onboarding fee (if applicable); (b) recurring subscription fees; and (c) any additional feature fees as agreed in each case as set out in the Enrolment Form and the pricing schedule negotiated between GMG and the Cooperative, as in force from time to time.  
5.2 Payment terms: (a) fees are due in advance; (b) fees are non-refundable except as required by law or expressly agreed; (c) amounts not paid when due bear interest at 1.5% per month or the highest rate permitted by applicable law, whichever is less; and (d) Subscriber is responsible for applicable taxes (excluding taxes on GMG’s net income).  
5.3 If fees remain unpaid when due, GMG may suspend access to paid features on not less than ten (10) days’ written notice.  

6. Relationship with the Cooperative Summary: The Cooperative may negotiate terms, but Subscriber contracts directly with GMG.  
6.1 If Subscriber is a member of the Cooperative: (a) pricing may have been negotiated by the Cooperative under its Subscription Services Agreement with GMG (the "Master Agreement"); (b) Subscriber enters into this Agreement directly with GMG; and (c) the Cooperative is not responsible for Subscriber’s payment obligations unless separately agreed in writing.  
6.2 Renewal pricing follows the pricing schedule then in force under the Master Agreement or, if the Master Agreement has terminated or expired, GMG’s then-current standard pricing (see Section 14).  


7. Subscriber Responsibilities Summary: Subscriber is responsible for accuracy and lawful use.  
7.1 Subscriber agrees to: (a) provide accurate product and sustainability data; (b) ensure compliance with applicable laws and marketing standards; (c) maintain required consents for data submission; and (d) use the Platform in accordance with the Platform Terms, including the acceptable-use provisions.  
7.2 Subscriber remains solely responsible for: (a) environmental claims; (b) carbon disclosures; and (c) product marketing representations.  

8. Data and Content Summary: Subscriber owns its content but licenses it to GMG.  
8.1 Subscriber retains ownership of its content and data.  
8.2 Subscriber grants GMG the licence described in the Platform Terms to host, display, process and analyze Subscriber’s content and data to operate and improve the Platform, including the creation of aggregated and anonymized analytics that do not identify Subscriber or any individual.  
8.3 Subscriber represents that it has the right to provide all submitted content.  

9. Suspension Summary: GMG may suspend access for non-payment or serious breach.  
9.1 GMG may suspend access to paid features if: (a) fees remain unpaid (subject to Section 5.3); (b) Subscriber materially breaches this Agreement; or (c) continued use poses legal or regulatory risk. Where practicable, GMG will provide notice and an opportunity to cure before suspension.  

10. Intellectual Property Summary: GMG retains ownership of the Platform.  
10.1 All Platform technology and intellectual property remain the property of GMG or its licensors. This Agreement does not transfer any ownership rights.  11. Warranties Summary: Limited warranties apply.  

11.1 GMG warrants that it will provide the Platform using commercially reasonable care. Except as expressly stated, the Platform is provided "as available" and without additional warranties.  

12. Limitation of Liability Summary: Liability is capped.  
12.1 To the maximum extent permitted by law: (a) GMG shall not be liable for indirect or consequential damages; and (b) GMG’s total aggregate liability arising out of or relating to this Agreement shall not exceed the fees paid by Subscriber to GMG in the twelve (12) months preceding the event giving rise to the claim. Nothing in this Agreement limits liability that cannot be excluded by law.  

13. Indemnification Summary: Subscriber is responsible for claims arising from its content or conduct.  
13.1 Subscriber agrees to indemnify GMG against third-party claims arising from: (a) Subscriber’s content; (b) Subscriber’s product or sustainability claims; (c) Subscriber’s violation of law; or (d) Subscriber’s infringement of third-party rights.  

14. Effect of Master Agreement Termination Summary: This subscription can survive the Cooperative’s agreement ending.  
14.1 Termination or expiration of the Master Agreement does not automatically terminate this Agreement. In that event GMG may, at its option: (a) continue this Agreement on its terms at GMG’s then-current standard pricing, on not less than sixty (60) days’ prior written notice; or (b) terminate this Agreement on not less than sixty (60) days’ prior written notice.  

15. Confidentiality Summary: Commercial terms are confidential.  
15.1 Each party agrees to keep confidential: (a) pricing terms; (b) non-public business information; and (c) technical information shared under this Agreement. Confidential information does not include information that is publicly available or that is required by law to be disclosed.  

16. Export and Sanctions Compliance Summary: Subscriber must comply with export and sanctions laws.  
16.1 Subscriber represents that it: (a) is not subject to sanctions; (b) is not owned or controlled by a sanctioned person; and (c) will not use the Platform in violation of export laws. GMG may suspend services if required by law.  

17. Termination Summary: Either party may terminate under defined conditions.  
17.1 Either party may terminate this Agreement: (a) for convenience in accordance with Section 4.1; (b) immediately on written notice for material breach not cured within thirty (30) days of written notice of the breach; or (c) immediately if required by law.  
17.2 Upon termination: (a) access to paid features ends; (b) outstanding fees remain payable; and (c) upon written request made within thirty (30) days after termination, GMG will make Subscriber’s data available for export in a commonly used electronic format, after which GMG may delete it.  

18. Governing Law and Disputes Summary: Minnesota law applies.  
18.1 This Agreement is governed by the laws of the State of Minnesota. Disputes shall be resolved in the courts located in Minnesota, unless otherwise agreed in writing.  

19. General Provisions Summary: Notices, changes, and standard protections.  
19.1 Notices. Notices under this Agreement must be in writing. GMG may give notice to the email address associated with Subscriber’s account; Subscriber may give notice to Genuine Marketing Group, LLC, 217 Geneva Blvd. Burnsville, MN 55306, USA, or to info@zptag.com (email). Email notice is effective on the business day of transmission if sent before 5.00 pm recipient time, and otherwise on the next business day.  
19.2 Amendments. Amendments to this Agreement must be in writing, except that GMG may update this Agreement and the Platform Terms by giving Subscriber at least thirty (30) days’ notice by email; material changes take effect on Subscriber’s next renewal following notice. If Subscriber objects to a material change, it may terminate under Section 4.1 before the change takes effect.  
19.3 Assignment. Subscriber may not assign this Agreement without GMG’s written consent. GMG may assign this Agreement to an affiliate or to a successor to all or substantially all of the business or assets to which it relates.  
19.4 Force Majeure. Neither party is liable for delay or failure to perform (other than payment obligations) caused by events beyond its reasonable control, provided it uses reasonable efforts to notify the other party and resume performance.  1
9.5 Electronic Records. Subscriber consents to the use of electronic records and signatures, including acceptance of this Agreement by electronic means at onboarding.  
19.6 Entire Agreement; Severability. This Agreement, the Enrolment Form and the Platform Terms constitute the entire agreement between the parties regarding its subject matter. There are no third-party beneficiaries. If any provision is held unenforceable, it shall be limited or severed to the minimum extent necessary and the remainder shall continue in effect.