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LEAFLY CANADA MASTER SERVICES AGREEMENT

Last Updated: May 5, 2020

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 Leafly Canada Ltd., a British Columbia limited company, with offices located at 50 Carroll Street, Toronto, ON M4M 3G3 (“Leafly”), 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.ca, and related mobile or software applications (collectively, the “Sites”) that contain information generally related to cannabis, 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. Although Leafly does not currently provide services to retailers such as receiving pre-order reservations for retailer’s products, such services may be provided by Leafly in the future so this Agreement is drafted in contemplation of such services.   This Agreement sets forth the terms and conditions under which Licensed Retailer may receive all 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 MSA 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 from a Licensed Retailer (where available).
    “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, including of any city, province, or local governmental agency.  For Indigenous Peoples’ retailers, for any cannabis-specific requirements, “Law” refers to those requirements imposed by the applicable Indigenous self-government rather than the federal, provincial or municipal governments of Canada.
    “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 are located at the following website address: https://www.leafly.com/assets/adstandards.
    “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 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.
    “Licensed Retailer” means you, the entity that owns or operates the retailer selling cannabis and includes Indigenous Peoples’ retailers who are not licensed by a provincial government of Canada but who comply with all Indigenous self-Government requirements pertaining to cannabis applicable to it.
    “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.
    “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.
    “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 Order” means each ordering document 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 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, and any other services described in a Service Order.
  2. Services.
    1. General.  Subject to this Agreement, including the timely payment of all amounts owed, Leafly represents and warrants that it will use commercially reasonable efforts to provide the Services consistent with Leafly’s normal business practices and cannabis Laws and without infringing the intellectual property rights of third parties.  Licensed Retailer acknowledges and agrees that Leafly’s performance of its obligations under this Agreement and the performance of the Services are contingent on the software, equipment, and Internet connectivity provided by Licensed Retailer and third parties, and Licensed Retailer providing full cooperation and agreed upon access to Licensed Retailer’s personnel, Licensed Retailer Content, and other materials and equipment so that Leafly may implement and enable the Services for Licensed Retailer.
    2. Licensed Retailer Accounts. In order to enable the Services, Licensed Retailer shall register an Account including a username and password with Leafly (“Account”) and shall pay a fee for access to the Services and related products, as documented in a Services Order, invoice, or other writing.  The Account will facilitate the Licensed Retailer’s use of the Services and will allow the Licensed Retailer to provide and maintain information pertaining to the Licensed Retailer’s Account with Leafly.  It is the sole responsibility of Licensed Retailer to maintain a current and accurate Account.  Licensed Retailer is solely responsible for any and all activity and transactions which occur through its Account, including activities by any third parties that have access to Licensed Retailer’s Retailer Page. Licensed Retailer is responsible for maintaining the confidentiality of the Account login information and password, and all changes and updates submitted through the Account. Licensed Retailer shall immediately notify Leafly of any unauthorized use or security issue related to the Account or the Sites.
    3. Compliance. Licensed Retailer shall actively manage its Account, regularly maintain the Licensed Retailer Content included in the Account as well as comply with this Agreement and applicable Laws, including but not limited to Laws pertaining to cannabis products.  Leafly reserves the right to review any Licensed Retailer Content (including any image files or reviews), investigate, and/or take appropriate action against Licensed Retailer in Leafly’s sole discretion (including removing or modifying Licensed Retailer Content, terminating the Account, and/or reporting Licensed Retailer to law enforcement authorities). Leafly explicitly reserves the right to suspend access to the Account and/or the Services at any time without advance notice for Licensed Retailer’s failure to abide by the terms set forth in this Agreement or applicable Laws.
    4. Access.  Licensed Retailer may only access the Services through authorized means. It is the responsibility of the Licensed Retailer to access the correct version of the Services that are compatible with Licensed Retailer’s technology.  Leafly is not liable in the event that Licensed Retailer does not have compatible technology.  Leafly reserves the right to terminate this Agreement if the Licensed Retailer uses the Services with an incompatible or unauthorized device.
    5. Support. The Parties will reasonably cooperate with each other and any of their respective suppliers and subcontractors as reasonably necessary to perform each Party’s obligations under this Agreement; provided, however, that any such support shall be consistent with all applicable Laws, including Laws regulating the sale and distribution of cannabis products.
    6. User Reviews. Leafly has no affirmative obligation to permit End User Reviews of Licensed Retailers nor to investigate, remove, or otherwise alter End User Reviews of Licensed Retailers. Leafly will take commercially reasonable efforts to review User Reviews for compliance with Leafly’s Terms of Use available at http://www.leafly.com/company/tos and may take actions, including but not limited to, removing End User reviews that Leafly deems, in its sole discretion, have violated the above-referenced Terms of Use.
  3. License Grants and Intellectual Property.
    1. Grant.  Subject to this Agreement, Leafly hereby grants to Licensed Retailer a non-exclusive worldwide right and license during the Term (a) to access and use the Services, and (b) to market the availability of the Services as part of marketing the Licensed Retailer. Subject to this Agreement, Licensed Retailer hereby grants to Leafly and its Related Entities a perpetual, irrevocable, worldwide, royalty-free, non-exclusive, sublicensable and transferable license to, in whole or in part, use, distribute, reproduce, modify, prepare derivative works of, and display Licensed Retailer Content in connection with the Services or in Leafly products and services, now existing or future developed. In the event that the perpetual license terms are not allowed by law, the term shall be for the longest period allowed by applicable law.
    2. Intellectual Property.  Except as expressly stated in this Agreement, no right, title, license, or interest in either Party’s (or any of its Related Entities’) Intellectual Property is intended to be given to or acquired by the other Party (or any of its Related Entities) as a result of the execution or performance of this Agreement.  Each Party expressly agrees that it and/or its Related Entities shall not take any action that shall interfere with or diminish the other Party’s (or its Related Entities’) rights in that Party’s (or its Related Parties’) Intellectual Property. Neither Party (nor their Related Entities) will register or attempt to register the marks of the other Party (or its Related Entities) or any confusingly similar marks in any jurisdiction. If a Party (or a Related Entity) uses, registers or applies to register a mark in violation of its obligations under this Section, such Party agrees, at the other Party’s request, to abandon the use of such mark and any application or registration for such mark.  For the avoidance of doubt, Leafly Intellectual Property includes but is not limited to Leafly Content, Leafly Data, Leafly Marks, the Sites, and Services.  Licensed Retailer Intellectual Property includes but is not limited to Licensed Retailer Content and Licensed Retailer Marks except to the extent they include or incorporate Leafly Intellectual Property.
    3. Marketing and Promotion.  Each Party shall use the other Party’s marks only in the form(s) approved by the other Party. Each Party shall use the other Party’s Marks in a manner consistent with the other Party’s use of such Party’s Marks and each Party’s use of the other Party’s Marks shall at all times comply with the other Party’s trademark guidelines, as may be provided by a Party to the other Party from time to time. Each Party shall submit to the other Party for its approval, all graphics, text or other materials that use or display the other Party’s Marks prior to any use by such Party.  The reviewing Party shall have the right to grant or withhold approval in such Party’s sole discretion. The Parties acknowledge and agree that: (a) there is no agreement or understanding between them that as consideration for entering into this Agreement the Licensed Retailer must market or promote a specific brand of product; (b) the marketing and promotion of any cannabis products by the Licensed Retailer are not and shall not be influenced or induced by any manufacturer, importer, supplier, wholesaler or distributor; and (c) Licensed Retailer shall at all times be free to market and promote any brands of cannabis products that it determines pursuant to its unilateral business judgment.
    4. Feedback.  Any and all (i) suggestions for correction, change, and modification to the Services and other feedback (including but not limited to quotations of written or oral feedback), information and reports provided to Leafly or any Leafly Related Entity by Licensed Retailer (collectively “Feedback”), and all (ii) improvements, updates, modifications or enhancements thereto, whether made, created or developed by Leafly or any Leafly Related Entity or otherwise relating to the Services (collectively, “Revisions”), are and will remain the property of Leafly. Licensed Retailer acknowledges and expressly agrees that any contribution of Feedback or Revisions does not and will not give or grant Licensed Retailer any right, title or interest, in the Sites and/or Services, including any software or in any such Feedback or Revisions. All Feedback and Revisions become the sole and exclusive property of Leafly and its Related Entities and Leafly may use and disclose Feedback and/or Revisions in any manner and for any purpose whatsoever without further notice or compensation to Licensed Retailer and without retention by Licensed Retailer of any proprietary or other right or claim. Licensed Retailer hereby assigns and agrees to assign to Leafly any and all right, title, and interest (including, but not limited to, any patent, copyright, trade secret, trademark, show-how, know-how, moral rights and any and all other intellectual property right) that Licensed Retailer may have in and to any and all Feedback and Revisions. At Leafly’s request, Licensed Retailer will execute any document, registration, or filing required to give effect to the foregoing assignment.
    5. Data. Leafly and its Related Entities shall retain all right, title, and interest in all Leafly Data whether collected before, during or after the Term.
  4. Integration.  Subject to this Agreement, including the timely payment of all amounts owed, Leafly will use commercially reasonable efforts to implement the Services for Licensed Retailer, and Licensed Retailer will use commercially reasonable efforts to integrate its systems with Leafly’s and provide access to and deliver Licensed Retailer Content.
  5. Acceptable Use.
    1. General Restrictions. Licensed Retailer shall not: (i) distribute, sell, assign, encumber, transfer, rent, lease, loan, sublicense, modify, time-share, or otherwise exploit the Sites, Services, or Leafly Content in any unauthorized manner, including but not limited to by trespass or burdening network capacity; (ii) copy, reproduce, adapt, create derivative works of, translate, localize, port or otherwise modify the Services, or Leafly Content, any updates, or any part thereof in any form or manner or by any means; (iii) attempt to obtain any information or content from the Sites, Services, or Leafly Content using any robot, spider, scraper or other automated means for any purpose; (iv) remove or alter any copyright or other proprietary rights’ notice or restrictive rights legend contained or included in the Sites, Services, or Leafly Content; (v) decompile, disassemble, reverse compile, reverse assemble, reverse translate or otherwise reverse engineer the Sites, Services, or Leafly Content, any source code thereof, any updates thereto, or any part thereof (except as and only to the extent any foregoing restriction is prohibited by applicable Law or to the extent as may be permitted by the licensing terms governing use of any open sourced components included with the Site, Services, or Leafly Content); (vi) use any means to discover the trade secrets in the Sites, Services, or Leafly Content; (vii) otherwise circumvent any functionality that controls access to or otherwise protects the Sites, Services, or Leafly Content; (viii) collect, upload, transmit, display, or distribute any information or materials (a) that violates any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right; (b) that is unlawful, harassing, abusive, tortious, threatening, harmful, invasive of another’s privacy, vulgar, defamatory, false, intentionally misleading, trade libelous, pornographic, obscene, patently offensive (e.g., material that promotes racism, bigotry, hatred, or physical harm of any kind against any group or individual) or otherwise objectionable material of any kind or nature or which is harmful to minors in any way; (c) in violation of any law, regulation, or obligations or restrictions imposed by any third party; (d) is otherwise designed, in Leafly’s sole discretion, to attack or damage the reputation of your competitors, other retailers, or End Users; or (ix) permit any third party to engage in any of the foregoing acts.
    2. Specific Restrictions. Without limiting the generality of any of the restrictions set forth in this Agreement, including Section 5.1 above, Licensed Retailer hereby agrees that: (i) any information it receives from Leafly that can be used to personally identify an End User shall not be used or disclosed, whether for marketing purposes or otherwise; (ii) any market insight/research data provided by Leafly that allows Licensed Retailer to determine where they rank in terms of number of reservations, value of items reserved, time from reservation to confirmation, etc. may not be disclosed, or used outside the Leafly dashboard or for any purpose other than to receive the Services; and (iii) any product insight/research data provided by Leafly that allows Licensed Retailer to determine what products End Users are searching for, reviewing, buying, etc. may not be disclosed, or used outside the Leafly dashboard or for any purpose other than to receive the Services.
    3. Licensed Retailer Content. All Licensed Retailer Content must comply with the Leafly Advertising Standards and with all applicable laws, including national, or provincial, including, without limitation, those regulating the advertising of cannabis or cannabis-related products and the provision of any deals, promotions, or other related advertisements. You must maintain your Licensed Retailer Content so that it is accurate, current and legally compliant. You may not use the Services to post or communicate any information in contravention of any applicable laws or regulations, including information that (a) makes any deceptive, false, or misleading assertions or statements about your products and/or services, (b) promotes over consumption of your products and/or services, (c) represents that the use of cannabis has curative or therapeutic effects, (d) depicts a child or other person under legal age, or otherwise suggests the presence of such person, and/or (e) is designed in any manner that would be especially appealing to persons under twenty-one years of age.
    4. Links to Third Party Content. You may not upload or otherwise post any information to your Account (including, but not limited to, your Retailer Page) that refers or links to any third-party web sites or services for aggregated cannabis dispensaries, retail locations, and/or medical provider listings.
    5. Reviews by Licensed Retailers. You agree not to post reviews on the Sites (using your Account or any End User account) that are (a) about your own cannabis retail location, and/or medical provider entity or a competitor’s cannabis retail location, and/or medical provider entity or (b) your products or competing products. Reviews based on secondhand, non-personal experience, or are otherwise designed for any purpose other than providing other users on the Sites with an accurate description of your personal experience, are not allowed. In addition to the other restrictions contained in the Acceptable Use Policy, reviews posted on the Sites must not: (a) be written exclusively in capital letters; (b) be plagiarized; (c) contain spam or advertisements; (d) contain disparaging information about any cannabis retail location employees or any other person; (e) contain overly detailed or sexual descriptions of an individual’s physical appearance, or lewd personal attacks against a specific individual or group of individuals; (f) contain references to products, cannabis dispensaries, retail locations, and/or medical providers other than the product or entity being reviewed, or (g) contain unrelated personal grievances.
    6. Other Users. Your interactions with other retailers or End Users are solely between you and such user, including with respect to the provision and redemption of any deals or promotions offered by you on the Sites. You agree that Leafly will not be responsible for any loss or damage incurred as the result of any such interactions. If there is a dispute between you and any third party, we are under no obligation to become involved. You agree that you will not encourage any user or other person to violate this Agreement or Leafly’s standard Terms of Use available at http://www.leafly.com/company/tos.
  6. Payments.
    1. Fees.  Licensed Retailer shall pay the fees set forth by Leafly in the applicable Service Order, invoice, or other writing under this Agreement. Leafly may increase fees after the Term. If Licensed Retailer does not agree to the increase, Licensed Retailer may terminate this Agreement upon written notice to Leafly with the termination effective as of the effective date of the fee increase.
    2. Payments.  Licensed Retailer shall make payments in a time as set forth by Leafly in the applicable Service Order, invoice, or other writing under this Agreement. Late payments are subject to a late charge.
  7. Term and Termination.
    1. Term.  Unless stated otherwise in a Service Order, the Term of this Agreement begins on the date Licensed Retailer signs a Service Order. For Products that provide for a specific amount of time, whether auto-renewable or not, in the Service Order (“Termed Products”), this Agreement continues until termination as set forth in Section 7.2 below. For Products that are not Termed Products, this Agreement continues until termination as set forth in Section 7.2 or Section 7.3 below.  The date of any expiration or termination of this Agreement shall be the “Termination Effective Date.”
    2. Termination by Leafly. Leafly may (i) suspend your rights to use the Services (including your Account) or (ii) terminate this Agreement, at any time for any reason that Leafly deems reasonable, which reasonableness shall be determined in Leafly’s sole discretion, including for any use of the Services in violation of this Agreement, by notifying you at the e-mail address and/or phone number provided in connection with your Account. Upon termination of this Agreement, your Account and right to access and use the Services will terminate immediately. You understand that any termination of your Account involves deletion of Licensed Retailer Content associated therewith from our live databases. Leafly will not have any liability whatsoever to you for any termination of this Agreement, including for termination of your Account or deletion of Licensed Retailer Content.  If the operation of the Services is determined by either Party, or by a regulatory authority or court having competent jurisdiction, to violate any Law, the Services shall be modified to the extent required to avoid a violation of law or, if not possible this Agreement may be immediately terminated.
    3. Insolvency; Cessation of Business.  Either Party may terminate this Agreement immediately upon written notice to the other Party if the other Party: has ceased operations in the normal course of business; becomes insolvent; has sought or is seeking to make a compromise, assignment or other arrangement for the benefit of creditors; or becomes a party to bankruptcy, receivership or similar proceedings which are not discharged within sixty (60) days of filing.
    4. Termination by Leafly. Except for Termed Products, Licensed Retailer shall have the right to terminate this Agreement for any reason upon thirty (30) days’ prior written notice to Leafly. Upon notice of cancellation by Licensed Retailer to Leafly, Licensed Retailer shall be responsible for the payment of all Service Fees accrued by the end of the 30-day period.
    5. Termination for Breach. Either party may terminate this Agreement for a material breach upon fifteen (15) days’ prior written notice, unless the breaching party cures the breach during such 15-day period. For clarity, a breach of a party’s representations, warranties or covenants constitutes a material breach. Sections.
    6. Effect of Termination.  Upon expiration or termination of this Agreement for any reason:
      1. Except as expressly set forth herein, all rights and licenses granted hereunder to each Party’s Intellectual Property shall terminate effective on the Termination Effective Date, and each Party shall remove the Intellectual Property of the other Party from such Party’s properties.
      2. Licensed Retailer shall pay Leafly the outstanding amount due for all Services rendered prior to the termination of this Agreement within thirty (30) days. Leafly shall refund fees for Services not yet rendered as of the Termination Effective Date only if termination is due to Leafly breaching this Agreement and, in such case, any discount originally provided to Licensed Retailer for upfront payment shall be deducted from the refunded fee.
      3. Licensed Retailer shall no longer have access to any of the Services under this Agreement.
    7. Survival.  Upon expiration or termination of this Agreement, the provisions of this Agreement that are intended to survive termination shall so survive including Sections 1, 3.2, 3.4, 3.5, 5.1, 6.2, 7-13.
  8. Confidential Information.
    1. Definition.  “Confidential Information” means information of any kind provided by one Party (“Discloser”) to the other (“Recipient”) prior to the date of this Agreement or at any time during the Term in connection with this Agreement that is marked as confidential, or that is of a nature that a reasonable person would assume is confidential, whether it is in oral form, machine-readable form, written, digital, electronic or other tangible form, and whether designated as confidential or unmarked. Confidential Information specifically shall include, without limitation:  Leafly Data, End Users’ personally identifiable information, business strategies and information, marketing concepts, advertising and promotional plans, technical information, network information, information regarding software applications, algorithms, systems and procedures, financial information, sales data, vendor lists, customer lists and other customer related information, creative concepts, specifications, designs, plans, and software, advertising, promotional and website development plans.  Leafly Confidential Information includes but is not limited to Leafly Intellectual Property.  A Party’s Confidential Information also includes notes prepared based on any of the information described in this Section 8.1, regardless of the preparer.
    2. Exceptions.  Sections 8.3, 8.4 and any other obligations of confidentiality do not apply to information that Recipient can demonstrate by documentary evidence:  (a) is or becomes publicly known through no violation of this Agreement by the Recipient; (b) is rightfully received from a third party without similar restriction and provided that such third party is not and was not prohibited from disclosing such Confidential Information; (c) is approved by Discloser in writing for release; (d) is disclosed pursuant to the lawful requirement of a governmental agency, provided that if the Recipient makes such disclosure, it shall use commercially reasonable efforts to give prompt notice to the Discloser of the Confidential Information so that Discloser may seek a protective order or other appropriate remedy prior to such disclosure; or (e) is developed independently by the Recipient without use of the Discloser’s Confidential Information.
    3. Use and Disclosure of Confidential Information.  Except as otherwise permitted by and subject to the rights and licenses granted elsewhere in this Agreement, Discloser’s Confidential Information will be used solely for the purpose of performing and receiving the Services and will not, without the prior written consent of the Discloser, be voluntarily divulged, furnished or otherwise disclosed, orally or in writing, except that the Confidential Information or portions thereof may be disclosed to the employees, officers, directors, contractors and legal counsel of Recipient (collectively and as applicable, “Representatives”) with a need to know such Confidential Information in order to perform their duties and who are under confidentiality obligations no less restrictive than those set forth herein.  Recipient shall use the same measures to avoid publication, disclosure or dissemination of Confidential Information as the Recipient uses with similar information of its own which it desires not to have published, disclosed or disseminated, and in no event less than reasonable measures.  Neither Party will, without the prior written consent of the other, disclose to any person, other than to those specifically authorized herein on a confidential basis, any of the terms of or other facts regarding any proposed or actual business relationship or agreement between the Parties.  Each Party reserves the right, in its sole discretion and without prior notice to any other Party, to disclose its own Confidential Information to any third party for any purpose.
    4. Return of Property.   Upon expiration or termination of this Agreement or at any other time requested by a Party, each Party shall turn over to the other Party all Confidential Information of the other Party in such Party’s possession or control.  The Party returning such information shall also securely delete or destroy all copies of such information stored on disk, tape, or other electronic storage media, and any backup of such media and deliver certification of such destruction to the requesting Party.
  9. Representation and Warranties.
    1. General.  Each party represents and warrants that it has the full right, power and authority to enter into and to perform its obligations under this Agreement.
    2. Licensed Retailer.   Licensed Retailer further represents, warrants, and covenants that: (a) it holds a retail license as licensed and permitted by the licensing board or authority for the city, town, county and/or province (each as applicable) in which Licensed Retailer operates its store(s) and the governmental cannabis licensing commission for the province in which Licensed Retailer operates if such governmental regulatory licensing framework exists or, for any Indigenous Peoples’ retailer, it complies with any similar requirement imposed by its Indigenous self-government; (b) it shall comply with all applicable Laws pertaining to Licensed Retailer’s activities, as well as its participation in the Services, including but not limited to taking the necessary legally required steps to verify the ages of all its customers and persons accepting deliveries (where applicable); (c) it is at all times solely responsible for controlling and managing all aspects of the sale of its products, including the selection and pricing of inventory, receipt and acceptance of reservation requests or orders, and the processing and receipt of payments; (d) any and all product reservation requests which are contracted through the use of the Services by and between any End User and Licensed Retailer are solely provided, managed and offered by the Licensed Retailer and not by Leafly or any Leafly Related Entity; (e) it acknowledges and understands that Leafly and all Leafly Related Entities do not offer, provide, or sell cannabis products and are not licensed cannabis retailers; (f) it acknowledges and understands that all payments provided by End Users to Licensed Retailer hereunder for the provision and sale of products or related services are underwritten and processed by a the Licensed Retailer, not by Leafly or any Leafly Related Entity, and that neither Leafly nor any Leafly Related Entity accepts or processes any such payments; (g) Licensed Retailer owns the Licensed Retailer Intellectual Property; (h) no Licensed Retailer Content shall infringe any Intellectual Property Right of any third party; (i) it will immediately notify Leafly in the event it becomes aware (including by being notified by a regulator) that its retail license to sell cannabis may be suspended, revoked or not renewed or it becomes aware that is advertising or sales or other practices are being investigated by a regulator; and (i) the execution and performance of this Agreement by Licensed Retailer does not, and shall not, violate any agreements, rights, or obligations between Licensed Retailer and any third party. Licensed Retailer further represents, warrants, and agrees that this Agreement: (i) is not intended to and does not constitute any referral for the purchase of any products or services by any person from Licensed Retailer; (ii) is not intended to and does not create any agency relationship between Leafly and Licensed Retailer for purposes of bringing together Licensed Retailer and any buyer for any products or services from Licensed Retailer; and (iii) is not connected to or dependent on any transaction that may occur between Licensed Retailer and any other person.
    3.  Disclaimer.  To the maximum extent permitted by applicable law, and except as expressly provided in section 9.1 or as otherwise set out in this Agreement, the services, Leafly content and any information, services, software and intellectual property provided through or in connection with the services (including, without limitation, any third-party materials, third-party software or services) are provided “as is” and “as available”, without warranty of any kind (all of which are hereby disclaimed), whether express, implied, statutory or otherwise, including, without limitation, any implied warranty of merchantability, fitness for a particular purpose, title, or non-infringement, and all warranties implied from any course of dealing or usage of trade. To the maximum extent permitted by applicable law, Leafly makes no representation, warranty, or guaranty of any results of any kind for licensed retailer. Leafly is not liable to you for any loss or damage that might arise, for example, from the site’s inoperability, unavailability or security vulnerabilities or from your reliance on the quality, accuracy, or reliability of the business listings, ratings, reviews (including their content, order, and display), or metrics found on, used on, or made available through the site.
  10. Indemnification.  Licensed Retailer shall defend, indemnify, and hold harmless Leafly and its Related Entities, and their respective directors, officers, and employees (each a “Leafly Indemnitee”) from and against any and all claims, suits, fines, penalties or expenses of any nature (including but not limited to attorneys’ fees and costs) that arise out of or relate to:  any goods or services of Licensed Retailer or any of its Related Entities, any Licensed Retailer Content, or any act or omission or Licensed Retailer or any of its Related Entities, including without limitation any breach of this Agreement or violation of applicable Law.  Subject to Section 11, Leafly shall defend, indemnify, and hold harmless Licensed Retailer and its Related Entities, and their respective directors, officers, and employees from and against any and all claims, suits, fines, penalties or expenses of any nature (including but not limited to attorneys’ fees and costs) that arise out of or relate to any breach of this Agreement or violation of applicable Law by Leafly.
  11. LIMITATION OF LIABILITY.  TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL LEAFLY’S, ITS RELATED ENTITIES’, AND/OR ITS OR THEIR LICENSORS’ AGGREGATE LIABILITY ARISING OUT OF, OR IN ANY WAY CONNECTED WITH THIS AGREEMENT OR THE SERVICES EXCEED THE AMOUNTS ACTUALLY PAID BY LICENSED RETAILER TO LEAFLY IN THE SIX (6) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL LEAFLY, ITS RELATED ENTITIES, AND/OR ITS OR THEIR LICENSORS BE LIABLE FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, LOSS OF USE, DATA OR PROFITS, OR ANY OTHER DAMAGES OR LOSSES OF ANY TYPE OR KIND ARISING OUT OF, OR IN ANY WAY CONNECTED WITH THIS AGREEMENT OR THE SERVICES, OR FOR ANY OTHER CLAIM, DEMAND OR DAMAGES WHATSOEVER RESULTING FROM OR ARISING OUT OF THE PROCESSING, SALE, PURCHASE, DELIVERY OR CONSUMPTION OF CANNABIS, INCLUDING ANY CLAIM, DEMAND OR DAMAGES ARISING FROM ANY TRANSACTION THROUGH THE SERVICES INITIATED OR COMPLETED BETWEEN LICENSED RETAILER AND ANY END USER, OR AS A RESULT OF ANY RELATIONSHIP OR TRANSACTION BETWEEN LICENSED RETAILER AND ANY THIRD PARTY SERVICE PROVIDER, ADVERTISER OR SPONSOR WHOSE ADVERTISING APPEARS ON THE SERVICES OR IS REFERRED BY THE SERVICES, OR FOR ANY LOSS OR DAMAGE THAT MIGHT ARISE, FOR EXAMPLE, FROM THE SITE’S INOPERABILITY, UNAVAILABILITY OR SECURITY VULNERABILITIES OR FROM YOUR RELIANCE ON THE QUALITY, ACCURACY, OR RELIABILITY OF THE BUSINESS LISTINGS, RATINGS, REVIEWS (INCLUDING THEIR CONTENT, ORDER, AND DISPLAY), OR METRICS FOUND ON, USED ON, OR MADE AVAILABLE THROUGH THE SITE OR SERVICES HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, STRICT LIABILITY OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE) EVEN IF LEAFLY, ITS RELATED ENTITIES AND/OR ITS LICENSORS HAVE BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.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.
  12. Force Majeure.  Neither Party will be deemed to be in default of or to have breached any provision of this Agreement as a result of any delay, failure in performance or interruption of service (except for failure to timely pay), resulting from acts of God, acts of civil or military authorities, civil disturbances, wars, strikes or other labor disputes, fires or other catastrophes or occurrences which are beyond such Party’s reasonable control.  Notwithstanding the foregoing, if any excusable delay or failure to perform by a Party exceeds twenty (20) days, the other Party shall have the right to terminate this Agreement, if applicable, without liability, except that Licensed Retailer will continue to be liable for payment of any fees in accordance with this Agreement.
  13. General.
    1. Electronic Communications.The communications between you and Leafly use electronic means, whether Leafly posts notices on the Sites or communicates with you via e-mail. For contractual purposes, you (1) consent to receive communications from Leafly in an electronic form; and (2) agree that all terms and conditions, agreements, notices, disclosures, and other communications that Leafly provides to you electronically satisfy any legal requirement that such communications would satisfy if it were to be in writing. The foregoing does not affect your statutory rights.
    2. Assignment.  Licensed Retailer may not assign or transfer any of its rights or obligations under this Agreement whether by merger, application of law, or otherwise, without the prior written consent of Leafly, which may be withheld in Leafly’s sole discretion.  Leafly may assign or delegate this Agreement or any or all of its rights and obligations under this Agreement to a Related Entity or to a successor in interest in connection with the merger, consolidation, reorganization, or sale of all or substantially all of its assets or equity or that portion of its business to which this Agreement relates.  Any attempted assignment or delegation in violation of this Section will be void and without effect. Subject to the foregoing, this Agreement shall bind and inure to the benefit of the Parties, their respective successors, and permitted assigns.
    3. Arbitration; Governing Law; Dispute Resolution.  The parties desire to resolve any dispute, controversy, or claim arising out of or relating to this Agreement, or the interpretation, enforceability, performance, breach, termination, or validity hereof, including, without limitation, this Section (each, a “Dispute”) without litigation in accordance with this Section. The party raising any Dispute shall promptly notify the other party in writing and dispute resolution discussions will begin within ten (10) business days after receipt of that notice. If any Dispute cannot be resolved through friendly consultation, either party may proceed to arbitration and the Dispute will be settled in accordance with the then current Comprehensive Arbitration Rules and Procedures of JAMS (the “Rules”). JAMS shall administer the arbitration and, if there is conflict between the Rules and this Section, this Section’s provisions govern. The laws of the Province of Ontario apply to the arbitrators, without regard to its conflict of laws principles. The ruling will be final, binding and non-appealable judgment and the award may be entered in any court of competent jurisdiction in Canada. The parties waive any rights they may have under any law to apply to any court for relief from the provisions of this clause or from any decision of the arbitrators. The losing party in arbitration is responsible for costs of arbitration, excluding each party’s legal fees, unless the arbitrators rule otherwise. The parties shall maintain the confidential nature of the arbitration proceeding and the award. Any arbitration will be conducted only on an individual basis and not in a class, collective, consolidated, or representative proceeding.
    4. Equitable Relief.  The Parties agree that a Party’s breach of the confidentiality provisions of this Agreement or infringement or violation of the other Party’s intellectual property rights, may cause irreparable damage to the other Party and that in the event of such breach, infringement, or violation by a Party, the other Party shall have, in addition to any and all remedies at law, the right to seek an injunction, specific performance, or other equitable relief in a court of law.
    5. Severability.  If any provision of this Agreement (or any portion thereof) or the application of any such provision (or any portion thereof) to any person or circumstance shall be held invalid, illegal or unenforceable in any respect by a court of competent jurisdiction, such invalidity, illegality or unenforceability shall not affect any other provision hereof (or the remaining portion thereof) or the application of such provision to any other persons or circumstances, and the Parties shall endeavor to fulfill the intent of the severed provision to the extent permitted by applicable Law.
    6. Notices.  All notices to be given under this Agreement shall be in writing and shall be personally delivered, sent by certified Canadian mail, return receipt requested, or by fax or email to the addresses designated by the Parties at the time Licensed Retailer registers for the Services.   If the notice is sent by personal delivery or certified mail, it will be deemed to have been given and received when the delivery has been signed for by recipient. If the notice is delivered by fax, it will be deemed to have been given and received when the sender receives confirmation of delivery.  If the notice is delivered by email, it will be deemed to have been given and received when the recipient, by an email sent to the sender at the email address designated by the sender, or by a notice delivered by another method in accordance with this Section, acknowledges having received that email (with an automatic “read receipt” not constituting acknowledgment of an email for purposes of this Section).  Either party may change its address for notice by designating a new address in a notice that meets the requirements of this Section.
    7. Relationship.  The Parties to this Agreement are independent contractors. There is no relationship of partnership, joint venture, employment, franchise, or agency between the Parties.  Neither Party shall have the power to bind the other or incur obligations on the other’s behalf.
    8. Waiver; Cumulative Remedies.  No failure of either Party to exercise or enforce any of its rights under this Agreement shall act as a waiver of such right. Other than as expressly stated herein, the remedies provided herein are in addition to, and not exclusive of, any other remedies of a Party at law or in equity.
    9. Construction.  The Parties agree that any principle of construction or rule of law that provides that an agreement shall be construed against the drafter of the agreement in the event of any inconsistency or ambiguity in such agreement shall not apply to this Agreement.
    10. Headings; “Includes” and “Including.”  All captions, titles, or section headings of this Agreement are for ease of reference only, shall not affect the interpretation or construction of any provisions of this Agreement, and shall not be deemed part of this Agreement.  Wherever the word “including” or “include” shall appear in this Agreement, such term shall be construed to mean “including without limitation” or “include without limitation,” as the case may be.
    11. Entire Agreement.  This Agreement, and any applicable Service Order(s)(which are hereby incorporated by this reference), contains the entire agreement and understanding between the Parties with respect to the subject matter hereof and supersede and replace all other prior and contemporaneous agreements between the Parties regarding such subject matter whether written or oral, including but not limited to the Commercial Terms of Use (“CTOU”) that previously appeared on the Sites. The Parties agree that all ongoing invoices that previously referenced the CTOU shall now be governed by this Agreement.  In case of any conflict between this Agreement and a Service Order or invoice, this Agreement shall prevail.
    12. UPDATES. We may revise these Terms or any additional terms and conditions that are relevant to a particular Leafly service from time to time to reflect changes to the Terms or to the Leafly services. We will post the revised terms on the Site with a “last updated” date. PLEASE REVIEW THE SITE ON A REGULAR BASIS TO OBTAIN TIMELY NOTICE OF ANY REVISIONS. IF YOU CONTINUE TO USE THE LEAFLY SERVICES AFTER THE REVISIONS TAKE EFFECT, YOU AGREE TO BE BOUND BY THE REVISED TERMS. You agree that we shall not be liable to you or to any third party for any modification of the Terms.

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., Event Sponsorship fee)
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
PROFILE PLAN PRODUCTS
Free Info Listing (Subject to Availability)v  Account created, managed and updated by Leafly

 

v  Profile listed in Finder list and map view directories on Leafly.Ca and mobile applications

v  Additional Items Included:

Ø  1 photo

Ø  Address,

Ø  Phone number,

Ø  Email,

Ø  ADA compliance,

Ø  ATM on site,

Ø  Veterans Discount availability,

Ø  Free-form ‘About Business’ section

Ø  Small map bullet on map view directory

Ø  Gain Reviews

Ø  Gain Followers

PRO/ PROFESSIONAL (Subject to Availability)v  Login and Access to Leafly BIZ profile page to manage and update Store’s account

 

v  Profile listed in Finder list and map view directories on Leafly.Ca and mobile applications

v  Additional Items Included

Ø  Unlimited photos for store, menu products

Ø  Address,

Ø  Phone number,

Ø  Email,

Ø  ADA compliance,

Ø  ATM on site,

Ø  Veterans Discount availability,

Ø  Free-form ‘About Business’ section

Ø  Custom Logo Map Marker on map view directory (Larger, prominent map marker with business’s logo (replacing the otherwise default storefront icon)

Ø  Gain Reviews

Ø  Gain Followers

Ø  Respond to Reviews

Ø  Contact Followers

Ø  Post Updates

Ø  Access to data about visitors to menu page

Ø  Menu Listing (Manual or POS Integration, pending tech ability)

Ø  Menu Embed on your site

Ø  Eligible for linking to Strains and Brands

Ø  Eligible for Advertising

Ø  Eligible for Leafly Pickup and other Leafly Products

Ø  Listed above Free Info Listing

Ø  Eligible for organic original article about the store with photos to live on Leafly.Ca

Ø  Leafly Learn

 

ADD-ON PRODUCTS
AD UNIT – MOBILE FEATURE (Subject to Availability)Featured Location placement with custom image in Android and iOS Leafly mobile apps, geo-targeted to users near your business’s address
AD UNIT – HOMEPAGE FEATURE (Subject to Availability)Featured 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
AD UNIT – MOBILE BANNER (Subject to Availability)Static banner ad on the map view directory in Android and iOS Leafly mobile apps
AD UNIT – MAP SPOTLIGHT (Subject to Availability)Ad placement with business name, logo, cover photo, tagline, city, star-rating and business flags on map view directory on www.leafly.com/finder
PLATINUM PLACEMENT #1 (Subject to Availability)Premium placement as #1 on the list view directory; may be targeted to postal code(s) outside of business’s physical location, but within province.
PLATINUM PLACEMENT #2 (Subject to Availability)Premium placement as #2 on the list view directory; may be targeted to postal code(s) outside of business’s physical location, but within province.
PLATINUM PLACEMENT #3 (Subject to Availability)Premium placement as #3 on the list view directory; may be targeted to postal code(s) outside of business’s physical location, but within state or province.
STORE 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