Terms of Service

Last Updated: October 2025

1. Agreement to Terms

These Terms of Service (“Terms”) govern the business relationship between Happy Turtle Processing, Inc. (“Happy Turtle,” “we,” “us,” or “our”) and licensed Arkansas medical marijuana businesses (“Client,” “you,” or “your”). By engaging in business with Happy Turtle, you agree to these Terms and confirm your compliance with all applicable Arkansas medical marijuana laws and regulations.

2. Eligibility and Licensing Requirements

2.1 Business-to-Business Only

Happy Turtle exclusively conducts wholesale business with:

• Licensed Arkansas medical marijuana dispensaries
• Licensed Arkansas medical marijuana cultivators
• Other licensed Arkansas medical marijuana processors

We do NOT sell to:

• Individual consumers or patients
• Medical marijuana cardholders
• Caregivers
• Unlicensed businesses or entities
• Out-of-state businesses (Arkansas license required)

2.2 License Verification

Prior to conducting business, you must provide:

• Current Arkansas medical marijuana license number
• Proof of active license status from Arkansas DFA or ABC
• EIN
• Authorized representative credentials and identification

You must immediately notify us if your license is suspended, revoked, or expires.

3. Services Provided

Happy Turtle provides licensed processing services including:

• Hydrocarbon, ethanol, and CO2 extraction
• Cannabis concentrate production
• CBD product manufacturing
• Distillation services
• Product testing coordination
• Packaging and labeling (compliant with Arkansas regulations)

All services are performed in accordance with Arkansas law and our processor license #00340.

4. Compliance Obligations

4.1 Arkansas Regulations

Both parties agree to comply with:

• Arkansas Medical Marijuana Amendment (Amendment 98)
• Arkansas Code § 20-63-101 et seq.
• Arkansas DFA Medical Marijuana Rules
• Arkansas ABC regulations
• Seed-to-sale tracking requirements
• Product testing and quality assurance standards
• Packaging and labeling requirements
• Transportation and security protocols

4.2 Client Responsibilities

You agree to:

• Maintain current Arkansas medical marijuana license
• Provide only legally compliant cannabis materials
• Ensure all materials are properly documented in seed-to-sale system
• Maintain required insurance coverage
• Use licensed transportation for all product transfers
• Comply with product testing requirements
• Report any compliance issues immediately

5. Product Quality and Testing

5.1 Testing Requirements

All products must pass Arkansas-required testing for:

• Potency (THC, CBD, and other cannabinoids)
• Pesticides and herbicides
• Heavy metals
• Microbial contaminants (mold, bacteria)
• Residual solvents
• Mycotoxins

5.2 Failed Testing

Products failing testing:

• Cannot be sold or distributed
• May be remediated if permitted by Arkansas regulations
• Must be destroyed per Arkansas protocols if not remediable
• Client is responsible for testing costs and any remediation expenses

6. Pricing and Payment

• Pricing and payment dependant upon individual service agreement.

7. Product Custody and Liability

7.1 Chain of Custody

All product transfers must:

• Be documented with transport manifests
• Use licensed transportation services
• Be tracked in Arkansas seed-to-sale system
• Include proper packaging and security measures

7.2 Liability

Happy Turtle maintains liability for products while in our custody. Client maintains liability:

• Prior to delivery to our facility
• After pickup or delivery to Client’s facility
• For any regulatory violations related to Client’s operations

8. Intellectual Property

Client retains ownership of their:

• Product formulations and recipes
• Brand names and trademarks
• Proprietary cultivation or processing methods

Happy Turtle retains ownership of our processing methods, equipment specifications, and operational procedures.

9. Confidentiality

Both parties agree to maintain confidentiality of:

• Proprietary business information
• Product formulations and specifications
• Pricing and payment terms
• Business strategies and plans

Exception: Information may be disclosed to Arkansas regulatory authorities as required by law.

10. Termination

Either party may terminate the business relationship:

• With 30 days written notice
• Immediately if the other party’s license is suspended or revoked
• Immediately for material breach of these Terms
• Immediately for violation of Arkansas cannabis laws

11. Limitation of Liability

To the maximum extent permitted by Arkansas law:

• Happy Turtle’s liability is limited to direct damages only
• Neither party is liable for indirect, consequential, or punitive damages
• Total liability cannot exceed the value of services provided in the 12 months prior to the claim

12. Dispute Resolution

Disputes will be resolved through:

• Good faith negotiation between parties
• Mediation if negotiation fails
• Binding arbitration in Hot Springs, Arkansas
• Governed by Arkansas law

13. Contact Information

For questions about these Terms:

Happy Turtle Processing, Inc.
Email: [email protected]
Arkansas Processor License #00340
Hot Springs, AR 71913

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By conducting business with Happy Turtle Processing, Inc., you acknowledge that you have read, understood, and agree to these Terms of Service.