Membership & Introduction Terms
0. Parties & nature of this document
These Membership & Introduction Terms (the "Terms") are a binding agreement between Academia Natura LLC, a limited liability company organized under the laws of the State of Florida, United States, of 3833 Powerline Rd, Suite 201, Fort Lauderdale, FL 33309, USA, operating the Cannabis Kartell Deutschland network ("Cannabis Kartell Deutschland", "CKD", "we"), and each person or entity admitted as a member ("Member", "you").
The Terms operate in two layers, each accepted separately and recorded with a timestamp: (1) Membership Terms — accepted once, at admission; and (2) Introduction Terms — re-affirmed at each introduction, when you reply "yes" to a specific introduction, against the commercial terms quoted to you at that moment. By accepting at either layer you agree to the Terms as in force at that time.
1. Definitions
Introduction — CKD identifying a potential counterparty to you and bringing the two of you into direct contact (e.g. opening a private "Table" / group), whether or not a Transaction follows.
Counterparty — the other person or entity in an Introduction.
Transaction — a concluded, binding arrangement that comes about as a result of an Introduction, including (without limitation) a signed supply / off-take / distribution agreement, a merger or acquisition closing, a joint venture, a licensing deal, or a capital raise that closes.
Deal Value — the total consideration of the Transaction, defined per type in §3.
Introduction Fee — the success fee payable on a Transaction, per §3.
Tail Period — the window after an Introduction during which a resulting Transaction still earns the Introduction Fee.
2. Membership
2.1 Admission is discretionary. CKD admits Members by hand; admission may be declined or revoked at CKD's discretion.
2.2 Acceptance. You become a Member only upon accepting these Terms. Acceptance may be electronic (including by confirming admission, or by replying "yes" to an introduction that quotes these Terms) and is recorded with a timestamp and the version accepted.
2.3 What membership is — and is not. CKD is a private network and introducer. CKD is not a party to any Transaction, is not your agent, broker, broker-dealer, investment adviser, or fiduciary, and gives no advice on the merits, legality, valuation, or structuring of any Transaction. You conduct your own due diligence and are responsible for your own legal, tax, and regulatory compliance.
2.4 No guarantee. CKD does not warrant that any Introduction will occur, that any Counterparty is suitable or solvent, or that any Transaction will result.
2.5 Confidentiality of membership. Membership and the identities of other Members are confidential (see §5).
3. The Introduction Fee (success fee)
3.1 Entitlement. If a Transaction results from an Introduction made by CKD, an Introduction Fee is owed to CKD. The Fee is earned compensation for CKD's introduction and confidentiality services — it is not a share of, or interest in, any goods, cannabis product, or the proceeds of any cannabis activity.
3.2 Causation. The Fee is owed where the Transaction came about as a result of the Introduction. CKD's evidence of causation is its introduction record: the match and rationale, both parties' recorded consent and acceptance of these Terms, the timestamped opening of the private Table, and the conversation audit trail.
3.3 Rate, payer, and tail. The exact Introduction Fee percentage, which side pays, and the Tail Period are those stated in the Introduction Terms presented to you at the time of the relevant Introduction. The current default schedule is:
| Category (room) | Fee % of Deal Value | Paid by | Tail Period | Governing law | Forum |
|---|---|---|---|---|---|
| EU Importers & Distributors | 2% | Supplying side | 18 months | Switzerland | Arbitration, Zurich (Swiss Rules) |
| Retail & Brand Operators | 2% | Supplying side | 18 months | Switzerland | Arbitration, Zurich (Swiss Rules) |
| Cultivation & Pharma Supply | 2% | Supplying side | 18 months | Switzerland | Arbitration, Zurich (Swiss Rules) |
| M&A-Ready | 2% | Split equally | 24 months | England & Wales | Arbitration, London (LCIA) |
| Capital & Investors | 2% | Capital-raising side (issuer) | 24 months | Florida, USA | Arbitration, Miami, Florida (AAA) |
| Default / cross-segment | 2% | Split equally | 18 months | Florida, USA | Arbitration, Miami, Florida (AAA) |
3.4 Deal Value. Supply / off-take / distribution: the total contracted value over the initial term. M&A: total enterprise / transaction consideration at closing (cash + stock + assumed debt + earn-outs). Capital raise: the total amount committed/closed.
3.5 When due; invoicing. The Fee is due on conclusion of the Transaction and payable within 30 days of CKD's invoice. CKD invoices the paying party identified in §3.3.
3.6 Tail Period. The Fee remains owed if the Transaction closes within the Tail Period after the Introduction, even if you have left the network, and applies to Transactions with the introduced Counterparty or its affiliates.
4. Non-circumvention
4.1 During the Tail Period, you will not, directly or through any affiliate or intermediary, structure, route, or characterize a Transaction with a Counterparty so as to avoid or reduce the Introduction Fee, nor circumvent CKD to deal with the Counterparty for the same opportunity without paying the Fee.
4.2 Disclosing a Counterparty's identity learned through an Introduction to a third party who then transacts is a circumvention.
5. Confidentiality (NDA)
5.1 Each Introduction, the identity of Counterparties and Members, the existence and contents of the private Tables, and all non-public information exchanged are Confidential Information.
5.2 You will use Confidential Information solely to evaluate and pursue the relevant Transaction, will not disclose it, and will protect it with at least reasonable care. Carve-outs: information that is or becomes public through no fault of yours, was already lawfully known to you, or is required to be disclosed by law (with prior notice to CKD where lawful).
5.3 Confidentiality survives termination for 3 years.
6. Capital & investor introductions
6.1 Introductions in the Capital & Investors room are introductions only. CKD does not solicit, offer, negotiate, recommend, or advise on any security or investment, does not handle funds, and is not acting as a broker-dealer, finder providing advice, investment adviser, or placement agent.
6.2 You are responsible for ensuring any capital Transaction complies with applicable securities laws, including the U.S. federal securities laws and the Florida Securities and Investor Protection Act (Ch. 517, Fla. Stat.).
7. Cannabis & legal status acknowledgment
7.1 You acknowledge that cannabis remains illegal under U.S. federal law, that legality varies by jurisdiction, and that CKD is a Florida company providing introduction and confidentiality services only.
7.2 The Introduction Fee is consideration for those services and is not contingent on, or a share of, any cannabis product or the proceeds of any cannabis activity.
7.3 You are solely responsible for the legality of your own activities and Transactions.
8. Payment
8.1 Fees are invoiced in USD and stated net of any applicable taxes/VAT, which are your responsibility. Overdue amounts accrue interest at 1.5% per month (18% per annum), or the maximum rate permitted by applicable law, whichever is lower, from the due date until paid. CKD may suspend membership for non-payment.
9. Governing law & dispute resolution
9.1 These Terms generally are governed by the laws of the State of Florida, USA, without regard to conflict-of-laws rules.
9.2 Each Introduction's commercial dispute (the Fee owed on a specific Transaction) is governed by the law and forum stated in that Introduction's Terms — which, for cross-border legs, may be Swiss or English law and seat.
9.3 Arbitration. Disputes are resolved by final and binding arbitration before the body and at the seat stated in the applicable Introduction Terms (default: AAA, seat Miami, Florida; cross-border: Swiss Rules, Zurich, or LCIA, London, as stated). Each party bears its own costs unless the tribunal orders otherwise.
10. Term, termination, survival
10.1 Membership continues until terminated by either party on notice. 10.2 Termination does not affect any Introduction already made: the Introduction Fee (§3), Tail Period (§3.6), non-circumvention (§4), and confidentiality (§5) survive termination.
11. General
11.1 Entire agreement between you and CKD on this subject. 11.2 Amendment / re-acceptance. CKD may update these Terms by issuing a new version; continued participation after notice, or acceptance of a new Introduction quoting the new version, constitutes acceptance. Material changes may require explicit re-acceptance. 11.3 Electronic acceptance is valid and recorded with a timestamp. 11.4 Severability. 11.5 No assignment by you without CKD's consent; CKD may assign to an affiliate or successor. 11.6 No waiver by conduct.
11.7 Notices to CKD: Academia Natura LLC, 3833 Powerline Rd, Suite 201, Fort Lauderdale, FL 33309, USA, email info@cannabis-kartell.de. Notices to you: the contact details in our records.
12. Acceptance
By accepting these Terms at admission, and by replying "yes" to an Introduction, you confirm you have read, understood, and agree to be bound by the version of these Terms identified to you at that time.