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LEAFLY MASTER SERVICES AGREEMENT – US RETAILERS

Last Updated: December 29, 2021 

BY ACCESSING OR USING THE SERVICES (AS DEFINED BELOW), OR BY ACCEPTING THIS AGREEMENT IN THE MANNER PROVIDED, YOU ACKNOWLEDGE AND AGREE TO THIS AGREEMENT AND YOU REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT, AUTHORITY, AND CAPACITY TO ENTER INTO THIS AGREEMENT. YOU MAY NOT ACCESS OR USE THE SERVICES OR ACCEPT THIS AGREEMENT IF YOU DO NOT HAVE THE CAPACITY TO ENTER INTO THIS AGREEMENT. IF YOU DO NOT AGREE WITH ALL OF THE PROVISIONS OF THIS AGREEMENT, DO NOT ACCESS AND/OR USE THE SERVICES. IF YOU ARE USING THE SERVICES ON BEHALF OF A COMPANY, ENTITY, OR ORGANIZATION, YOU REPRESENT AND WARRANT THAT YOU ARE AN AUTHORIZED REPRESENTATIVE OF SUCH COMPANY, ENTITY, OR ORGANIZATION WITH THE AUTHORITY TO BIND IT TO THIS AGREEMENT.

This Master Service Agreement, together with any Service Order(s) and/or similar documents entered into by the parties (collectively this “Agreement”) is by and between Leafly Holdings Inc., a Washington corporation (“Leafly” or “we”), and you (“Licensed Retailer” or “you”).  Leafly and Licensed Retailer may collectively be referred to as the “Parties” and/or individually as a “Party.”

Leafly provides websites, including Leafly.com and success.leafly.com, and related mobile or software applications (collectively, the “Sites”) that contain information generally related to cannabis, including user reviews and ratings, dispensary and retailer directories, medical provider directories, and news and editorial coverage.

In connection with the Sites, Leafly provides certain services to retailers, including allowing retailers to place content on the Sites, and/or receive pre-order reservations for their products.  This Agreement sets forth the terms and conditions under which Licensed Retailer may receive such services.

IMPORTANT: PLEASE REVIEW THE ARBITRATION AGREEMENT AND CLASS ACTION WAIVER SET FORTH BELOW CAREFULLY, AS IT WILL REQUIRE YOU TO RESOLVE DISPUTES WITH LEAFLY ON AN INDIVIDUAL BASIS THROUGH FINAL AND BINDING ARBITRATION. BY ENTERING THIS AGREEMENT, YOU EXPRESSLY ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND ALL OF THE TERMS OF THIS AGREEMENT AND HAVE TAKEN TIME TO CONSIDER THE CONSEQUENCES OF THIS IMPORTANT DECISION.

  1.                Definitions.  Capitalized terms used in this Agreement that are not defined in this Section shall have the meaning specified elsewhere in the text of this Agreement. Capitalized terms defined in the Service Orders but not defined in this Agreement are incorporated by reference herein.

“End User” means any person or entity who uses the Sites in a capacity other than as a retailer, including those who place pre-order reservations, or Reservations from a Licensed Retailer.

“Intellectual Property” means intellectual property regardless of form, including any idea, design, concept, technique, invention, discovery, or improvement, regardless of patentability, software development tools, trade names, trademarks, service marks, logos, trade dress and other similar indicia of origin, trade secrets, know-how, processes, methodologies, templates, frameworks, algorithms, software code, databases, creative content, works of authorship, and other materials, and all intellectual property rights therein. 

“Law” means any statute, law, rule, ordinance, regulation, administrative regulation and the like of any city, state, or local governmental agency.  License Retailer’s access to, and collection, access and disclosure of Personal Information shall comply with all Laws, rules and regulations, as they may be amended from time to time (the “Privacy Laws”), including, without limitation, any Laws governing communication or marketing by telephone, SMS, MMS, wireless text messaging,  and any other laws applicable to SMS/MMS communication, now or hereafter known.  License Retailer shall at all times perform its obligations hereunder in such a manner as not to cause Leafly to be in material violation of any Privacy Laws or any other Laws.

“Leafly Advertising Standards” means Leafly’s then current advertising standards, as they may be modified by Leafly from time to time.  The current version of the Leafly Advertising Standards is available upon request by Licensed Retailer to Leafly..

“Leafly Content” means: (i) on-screen layouts, product categories, product category descriptions, text, graphics, images, artwork, video, sound, or other artistic or textual material whether or not used or provided for use for the Services, that are created by or on behalf of, owned by, licensed to and/or controlled by Leafly or any Leafly Related Entity or provided by Leafly or any Leafly Related Entity in connection with the Services; (ii) any materials, including without limitation, product insights, market insights, software, documentation, educational material and other copyrightable works of any nature, that Leafly or any Leafly Related Entity provides in connection with the Services; and (iii) any and all technology, HTML formatting code, source and object code, programming code and software, as well as all text, images, video, audio, and other data, products, services, advertisements, promotions, URLs, keywords and other navigational elements, links, pointers, and any modifications, improvements, expansions, extensions, upgrades, updates, enhancements and replacements provided by Leafly or any Leafly Related Entity in connection with the Services or otherwise.  In addition, it is expressly agreed and understood that articles and any other content created by or on behalf of Leafly or any Leafly Related Entity shall be deemed Leafly Content, but excluding, in any case, any Licensed Retailer Marks that may be contained in such articles or other content. 

“Leafly Data” means any information or data collected by Leafly in connection with the Services, including but not limited to information and data relating to End Users and Licensed Retailers.

“Leafly Marks” means all trade names, trademarks, service marks, logos, trade dress, and other similar indicia of origin owned by or licensed to and/or controlled by Leafly or its Related Entities including Leafly®; the Leafly logo; the Leafly green, purple and rusty maroon colors used in combination; the Leafly green, purple, and rusty maroon colors used alone to in connection with different types of products; the Leafly tile designs, and the goodwill associated with all of the foregoing.

“Leafly Property” means any tangible property provided to Licensed Retailer by or on behalf of Leafly, including but not limited to a tablet device and/or a printer.

“Licensed Retailer” means you, the fully-licensed and legally compliant dispensary, retailer, clinic, or other business.

“Licensed Retailer Content” means the Licensed Retailer Marks, the Retailer Page, and any photos, text, web page layouts, graphics, images, artwork, video, sound or other information or material including menu items (that is, items from Licensed Retailer that may be the subject of a reservation request), menu item descriptions, ads, promotions and/or deals that Licensed Retailer provides, or has provided (other than by Leafly or a Leafly Related Entity), to the Sites or any part of their Retailer Page.

“Licensed Retailer Marks” means all trade names, trademarks, service marks, logos, trade dress and other similar indicia of origin owned by Licensed Retailer or its Related Entities, and the goodwill associated therewith.

“Operating Hours” means the hours that are posted by Licensed Retailer on its Retailer Page as the hours that Licensed Retailer is open.

“Related Entity(ies)” means, in relation to either Party, any corporation or other legal entity, in whatever country organized, controlled by, controlling, or under common control with such Party.  For the purposes of this definition, the term “control” means: (i) a fifty percent (50%) or greater interest in the net assets, profits or cash flow of a business organization of any nature; (ii) the power, direct or indirect, to elect or appoint fifty percent (50%) or more of the directors or trustees; or (iii) the power to direct management or governance, whether through the ownership of voting securities, by contract or otherwise. 

“Reservation” means an End User lead generation in the form of a request to reserve Reservation Items from Licensed Retailer which has been communicated via the Reservation Dashboard to the Licensed Retailer for fulfillment. The Reservation process is complete upon delivery of the Reservation Data to the Licensed Retailer upon the End User clicking through the “Submit Reservation” module. Once the Reservation has been submitted by the End User, the Reservation Data will appear in the Licensed Retailer’s Reservation Dashboard.

“Reservation Dashboard” means the Site located at biz.leafly.com, specific to each Licensed Retailer, which displays Reservations and other services for the Licensed Retailer.

“Reservation Data” means the information that was supplied to Leafly by an End User to request a Reservation Item, including date, time, Reservation Item(s), quantity(ies), and information to identify the End User.

“Reservation Items” means those items that Licensed Retailer offers to End Users for reservation via the Services and that Licensed Retailer commits to keep in stock and available at all times during Operating Hours.

“Retailer Page” means a web page that details Licensed Retailer’s location, hours of operation, license number (as applicable), product offerings and inventory items, and any other Licensed Retailer Content provided by Licensed Retailer.

“Service Fee” means the amount specified in the Service Order for the Services.

“Service Order” means each ordering document, from which these terms were linked, entered into by the Parties which references this Agreement, identifies the Services ordered by Licensed Retailer from Leafly, sets forth the prices for the Services, and contains other applicable terms and conditions.

“Services” means any goods or services provided by Leafly as set forth in one or more Service Orders presented to you in connection with this Agreement.  Services include, without limitation, the Sites, any mobile or computer applications, software, content or ad placement, pre-order reservation functionality, the Reservation functionality (if applicable), and any other services described in a Service Order.  The Services do not extend to the facilitation or consummation of any Transaction whatsoever, which is solely between the Licensed Retailer and the End User.

“Substitution Items” means those items that are offered to End Users by Licensed Retailer at the time of the Transaction which are in lieu of and substantially similar to the Reservation Items that the End User requested via the Services.

“Transaction” means the exchange of monies for Licensed Retailer’s goods or services between the Licensed Retailer and an End User.

Each party acknowledges that the foregoing limitations are an essential element of the Agreement between the Parties and that in the absence of such limitations the terms set forth in this Agreement would be substantially different.

The Product Table below summarizes some of Leafly’s offerings which are available.
Only those specifically listed in the Service Order are included with the Services
.

RATE PLANS
ONE-TIMEOne-time charge for one-time delivery of service or product (e.g. Deals Email Blast, Event Sponsorship fee, Mobile Push Notification)
MONTHLY / MONTH-TO-MONTHMonthly recurring subscription; one-month fees paid for services to be rendered for determined one-month term
PREPAYMulti-month subscription term; full-term fees paid for services to be rendered for determined multi-month term

 

**At the conclusion of a prepaid term, Licensed Retailer’s account shall automatically revert to a Month-to-Month subscription at the listed monthly rate, unless terminated by either party in accordance with the terms in the Leafly Master Services Agreement.

PROFILE PLAN PRODUCTS
STARTER (NOT AVAILABLE IN ALL MARKETS)• Access to BIZ to maintain Leafly account

 

• Business Profile found in list and map view directories on Leafly.com and mobile applications

• Vital details listed: address, phone number, email, ADA compliance, ATM on site, Veterans Discount availability, free-form ‘About Business’ section

• Small map marker on map view directory

• Unlimited Menu Items

• Gain Reviews

• Gain Followers

BASIC (NOT AVAILABLE IN ALL MARKETS)• Access to BIZ to maintain Leafly account

 

• Business Profile found in list and map view directories on Leafly.com and mobile applications

• Vital details listed: address, phone number, email, ADA compliance, ATM on site, Veterans Discount availability, free-form ‘About Business’ section

• Medium map marker on map view directory, stacking over Starter and Informational listing markers

• Logo and Cover Photo Upload

• Unlimited Menu Items

• Gain Reviews

• Gain Followers

• 10-Photo gallery

• Post Updates

STANDARD• Access to BIZ to maintain Leafly account

 

• Business Profile found in list and map view directories on Leafly.com and mobile applications

• Vital details listed: address, phone number, email, ADA compliance, ATM on site, Veterans Discount availability, free-form ‘About Business’ section

• Large map marker on map view directory, stacking over Basic, Starter and Informational listing markers

• Logo and Cover Photo Upload

• Unlimited Menu Items

• Gain Reviews

• Gain Followers

• 10-Photo gallery

• Post Updates

• Post up to 10 Deals or Specials

• Respond to Reviews

• Photos in Menu

PRO / PROFESSIONAL• Access to BIZ to maintain Leafly account

 

• Eligibility to purchase additional premium placements and add-on features

• Business Profile found in list and map view directories on Leafly.com and mobile applications

• Vital details listed: address, phone number, email, ADA compliance, ATM on site, Veterans Discount availability, free-form ‘About Business’ section

• Larger, prominent map marker on map view directory, stacking over Standard, Basic, Starter and Informational listing markers

• Logo and Cover Photo Upload

• Unlimited Menu Items

• Gain Reviews

• Gain Followers

• Unlimited photo gallery

• Post Updates

• Post up to 10 Deals or Specials

• Respond to Reviews

• Photos in Menu

• Leafly Learn

ADD-ON PRODUCTS
CUSTOM LOGO MAP MARKERLarger, prominent map marker with business’s logo (replacing the otherwise default storefront icon), stacking over Pro, Standard, Basic, Starter and Informational listing markers
STRAIN SPONSORSHIPBusiness logo and ‘SPONSORED BY’ text on specific Strain Page, geo-targeted to users near your business’s address
MOBILE FEATUREFeatured Location placement with custom image in Android and iOS Leafly mobile apps, geo-targeted to users near your business’s address
HOMEPAGE FEATUREFeatured Location placement with business name, logo, star-rating and tagline on www.Leafly.com home page, geo-targeted to users near your business’s address
MOBILE BANNERStatic banner ad on the map view directory in Android and iOS Leafly mobile apps
MAP SPOTLIGHTAd placement with business name, logo, cover photo, tagline, city, star-rating and business flags on map view directory on www.leafly.com/dispensaries
PLATINUM PLACEMENT Premium placement as a top list view directory (specific list ranking will correspond with the number associated with the placement), paired with largest map marker treatment with business logo, stacking over Custom Logo, Pro, Standard, Basic, Starter and Informational listing map markers; may be targeted to zip code(s) outside of business’s physical location, but within state or province. Quantity and availability of Platinum Placements vary by jurisdiction, and may only be offered via auction (see the Bidding Terms located at https://www.leafly.com/info/terms-conditions/bidding-terms). All Platinum Placements are provided on a Termed basis.
DEALS EMAILGeo-targeted email blast featuring up to five, pre-determined specials or deals – content subject to approval by Leafly.
MOBILE PUSH NOTIFICATIONGeo-targeted push notification featuring a pre-determined special or deal – content subject to approval by Leafly.
DISPENSARY SHOWCASE VIDEOOne- to three-minute video produced by Leafly showcasing storefront business that will live on business’s Leafly profile and LeaflyTV.
EVENT SPONSORSHIPOne-time sponsorship fee for a Leafly-produced or Leafly-sponsored event, deliverables dependent and determined by sponsorship level agreement
PICK-UP LEAD GENERATION

 

Lead generation using Leafly Pickup Service
INSIGHTSAccess to the Insights tab in BIZ to view and compare consumer trends related to strains, articles, local competitors, and product-specific pricing data in local markets. Available only to Pro subscribers.