Leafly Advertisement Placement Auction Terms
THESE TERMS CONTAIN IMPORTANT INFORMATION REGARDING YOUR RIGHTS AND OBLIGATIONS, AS WELL AS CONDITIONS, LIMITATIONS, AND EXCLUSIONS THAT APPLY TO YOU. PLEASE READ IT CAREFULLY.
ELIGIBLE LICENSED RETAILERS MAY PLACE BIDS ON CERTAIN ADVERTISEMENT PLACEMENTS (“PLACEMENTS”) ON THE LEAFLY PLATFORM. BY PLACING BIDS FOR PLACEMENTS ON THE AUCTION PLATFORM (AS DEFINED BELOW), YOU ACCEPT AND AGREE TO BE BOUND BY THESE PLACEMENT BIDDING TERMS (“AUCTION TERMS”) (INCLUDING THE ARBITRATION AGREEMENT AND CLASS ACTION WAIVER), THE WEBSITE TERMS OF USE LOCATED AT LEAFLY.COM, THE MASTER SERVICE AGREEMENT AND ANY OTHER AGREEMENTS ENTERED INTO BETWEEN YOU AND LEAFLY (COLLECTIVELY, THE “SERVICE TERMS”), AND YOU REPRESENT THAT (A) YOUR RESULTING PURCHASE(S) FROM AND USE OF SERVICES MADE AVAILABLE ON THE AUCTION PLATFORM OR LEAFLY WEBSITE WILL BE IN ACCORDANCE WITH THE SERVICE TERMS AND ALL APPLICABLE LAWS, RULES AND REGULATIONS AND (B) YOU ARE AUTHORIZED TO ENTER INTO A BINDING CONTRACT ON BEHALF OF COMPANY.
If you do not agree to the Auction Terms and Service Terms, you may not purchase or place bids for Placements on the Digital Platform, and your sole and exclusive remedy is to refrain from placing bids for Placements on the Digital Platform.
Capitalized terms used but not defined herein have the meaning set forth in the Leafly Master Services Agreement available at leafly.com/info/terms-conditions.
1. Introduction
Leafly may designate the platform or tool used to place bids (the “Auction Platform”).. Leafly reserves the right to make changes to the Auction Platform from time to time that may affect your use of the Auction Platform, including bid ranking, performance, and auction-time bid adjustments. Leafly shall not be liable for any delays or errors that may result from changes.
We may change these Auction Terms from time to time at our sole discretion, at any time without notice to you, by posting such changes on the Leafly Website. It is your responsibility to periodically check the Auction Terms on this page for changes. You will know if these Auction Terms have been revised since your last visit to the Digital Platform by referring to the “Last Modified” date at the top of this page.
2. Placement Bidding Eligibility
To be eligible to bid on Placements, a Licensed Retailer must: 1) be licensed to do business in the designated geographic area (“Placement Zone”) of the Placement(s); 2) agree to enable the Leafly Pickup Service, Leafly Delivery Service, or equivalent Leafly Service (to the extent such service is available in the Placement Zone) for the duration of the Term associated with any Placement purchased from a winning bid; 3) is not delinquent in any fees owed to Leafly; and 4) is in good standing with respect to any applicable Service Terms. Any determination of a Licensed Retailer’s eligibility to submit bids shall be determined by Leafly in its sole discretion.
3. Auction Bidding
Leafly will accept bids for Placements for period time during the month prior to the start of the Placement start date. Prior to the commencement of each Auction Period, Leafly will send email notices to all eligible Licensed Retailers of the Placements to be bid on, the applicable Auction Period start and end time and date (“Auction Period”), and the manner in which Leafly will accept bids. An Auction may also begin at Leafly’s sole discretion for Placements currently provided under an evergreen (or month-to-month) basis.
At the start of the Auction Period, Leafly will provide a suggested opening bid price for each Placement. By submitting a bid to Leafly, Licensed Retailer is entering into a legally binding contract to purchase the Placement if the bid is accepted by Leafly. Once submitted, a bid cannot be revoked by a Licensed Retailer.
To place a bid, Licensed Retailer must submit the purchase price Licensed Retailer agrees to pay for the specific Placement and Placement Zone that Licensed Retailer wishes to acquire during the Auction Period for the term specified at the beginning of the Auction Period.
All bids submitted to Leafly are subject to disclosure to other bidders. Periodically during the Auction Period, Leafly may make the bid information (including bid amounts, the number of bidders, and/or the bidder names) available to other eligible bidders on an as-is basis.
Licensed Retailer may submit additional bids for an individual Placement, but may not submit a lower bid. Licensed Retailer may bid on more than one Placement if desired. In the event that a Licensed Retailer’s bid is the winning bid for a Placement, any bids placed on other Placements within the same Placement Zone will be automatically void. For avoidance of doubt, Licensed Retailer may only purchase one (1) Placement per Retail Listing in one Placement Zone at any given time, but may purchase multiple Placements in different Placement Zones..
For each Placement during the auction, the highest eligible bid in place at the close of the Auction Period shall be the winning bid. In the event that there are tying bids for any Placement(s) at the end of the Auction Period, Leafly will accept the bid placed by the Licensed Retailer that currently holds the Placement, or if none of the tying bidders hold the Placement, Leafly will accept the tying bid that was placed earlier. For Placements that Leafly provides on an evergreen (or month-to-month) basis and if specified at the start of the Auction Period, the Licensed Retailer holding the Placement immediately prior to the Auction Period may be offered the option to retain the Placement by submitting a bid that matches highest bid submitted during the Auction Period within 2 business days following the close of the Auction Period.
If you have a winning bid, Leafly will send you email notice and deliver the Placement under the Leafly Master Services Agreement on the specified start date. You agree to execute any additional Service Orders and to provide any assets or documentation necessary for Leafly to deliver the Placement within 7 days of Leafly’s notice to you.
3. Payment
Licensed Retailer agrees to pay the amount specified in any winning bid for the term specified in the winning bid, to be reflected in any subsequent Service Order or relevant invoice (the “Accepted Bid Price”). Leafly will only accept credit cards, debit cards, check, or money order, unless Leafly specifies otherwise in writing. If Licensed Retailer is currently using Auto-Pay for Services provided by Leafly, Licensed Retailer hereby authorizes Leafly to automatically charge the amounts owed for the Placement using the method of payment on file.
4. Term; Termination
Each Auction Period will specify whether the Placements will be provided as Termed Products under the Master Services Agreement for 3-month terms or as evergreen (month-to-month) terms. The Term and Termination provisions of the Leafly Master Services Agreement continue to apply to all Services Leafly provides to Licensed Retailer, including Placements purchased via a winning bid. If specified at the start of an Auction Period, the Placements may automatically renew on an evergreen (month-to-month) basis following the 3-month term.
5. Dispute Resolution; Arbitration; Class Action Waiver
For the avoidance of doubt, the dispute resolution and arbitration provisions of the Leafly Master Services Agreement apply to these Bidding Terms.
BY USING THE DIGITAL PLATFORM, YOU (I) AGREE TO MANDATORY INDIVIDUAL ARBITRATION REGARDING DISPUTES, (II) WAIVE ANY RIGHT TO TRIAL BY JURY, AND (III) WAIVE ANY RIGHT TO PARTICIPATE AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION LAWSUIT, CLASS-WIDE ARBITRATION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION, OR ANY OTHER REPRESENTATIVE PROCEEDING AS TO ALL DISPUTES, IN EACH CASE TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.