LEAFLY MASTER SERVICES AGREEMENT – US BRANDS

BY SIGNING OR ACCEPTING A SERVICE ORDER THAT REFERENCES THIS AGREEMENT, OR BY ACCESSING OR USING THE SERVICES, YOU AGREE TO THIS AGREEMENT AND REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT, AUTHORITY, AND CAPACITY TO ENTER INTO IT. IF YOU ARE ACCEPTING THIS AGREEMENT 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.

IMPORTANT: PLEASE REVIEW THE ARBITRATION AGREEMENT IN SECTION 11 CAREFULLY. IT REQUIRES YOU TO RESOLVE ALL DISPUTES WITH LEAFLY ON AN INDIVIDUAL BASIS THROUGH FINAL, BINDING, AND NON-APPEALABLE ARBITRATION; DELEGATES ALL QUESTIONS OF ARBITRABILITY AND GOVERNING LAW TO THE ARBITRATOR; AND WAIVES YOUR RIGHT TO A JURY TRIAL, TO PARTICIPATE IN A CLASS ACTION, AND TO PROCEED IN ANY FEDERAL COURT.

This Advertising and Marketing Services Agreement (this “Agreement”) is entered into between Leafly LLC, a Washington limited liability company, with offices located at 600 1st Avenue, Suite LL20, Seattle, Washington 98104 (“Leafly”), and the company identified in the Service Order from which these terms are linked (the “Service Order”) (“Company” or “you”), and is effective as of the date Company signs or accepts the Service Order (the “Effective Date”). Leafly and Company may collectively be referred to as the “Parties” and individually as a “Party.” The Parties agree as follows:

1.  LEAFLY SERVICES. Company will receive the services set forth in one or more Service Orders, including any Scope of Work attached to or referenced in a Service Order, presented to Company in connection with this Agreement (the “Services”). Any and all Services listed in a Service Order shall be deemed complete and delivered upon Leafly fulfilling its obligations set forth under this Agreement, which may include delivering content to Company for review or approval.

1.1  Products Provided on Auto-Renew Basis. Leafly will provide Company with the access and abilities listed as deliverables in the Service Order for Auto-Renew products. Leafly reserves the right to modify and change any deliverables offered through Auto-Renew products. Leafly will notify Company prior to any such change or modification.

1.2  A-La-Carte Products. Leafly will deliver the deliverables as provided in the Service Order, subject to the Requirements and Limitations set forth in the Service Order and subject to Company fulfilling its obligations set forth in Section 2.

2.  OBLIGATIONS.

2.1  Assets. All creative assets must be delivered to Leafly at least ten (10) business days prior to the Campaign Start Date (as defined below) in order to guarantee timely launch of the Services under the Service Order. Unless otherwise defined, and pending inventory availability, the campaign start date is fifteen (15) business days from the Effective Date (the “Campaign Start Date”). Lead time may increase for Branded Content as described below. In the event that Company misses a deadline for the delivery of content or creative assets, Leafly reserves the right to re-evaluate the media plan based on inventory availability, regulatory requirements, and changes in Leafly Content Policies (or Advertising Guidelines, as applicable), and to make adjustments to the placements and/or the flight dates at any time, immediately upon notice. In the event that Leafly reasonably believes that a media plan must be re-evaluated, changed, or modified in order to comply with regulatory requirements or Leafly policies, Leafly reserves the right to require Company to provide alternative assets. If Company fails to provide alternative assets promptly, Leafly reserves the right to deliver the Services with assets modified by Leafly or with assets from campaigns previously approved by Company, as applicable. If under-delivery or non-delivery of Services is unavoidable due to delayed delivery to Leafly of creative assets, content, or Company approvals, Company will remain responsible for payment for all Services under the Service Order pursuant to Section 3.

2.2  Branded Content. In the case of any branded content created by Leafly in collaboration with, or on behalf of, Company (“Branded Content”), the creative brief from Company is due no later than ten (10) business days after the Effective Date. Upon receipt of a request for review and approval from Leafly, Company is required to respond with actionable written feedback or approval within three (3) business days. Once Leafly has commenced work on the Services, any request for substantive changes to the Branded Content subject matter or a delayed publication date will result in additional charges to be assessed in an amendment to the Service Order, and relevant amplification is no longer guaranteed upon any delay.

2.3  Failure to Respond. In the event that Company fails to respond to a Branded Content review, approval request, brief, or request for assets within fifteen (15) business days or prior to the Campaign Start Date, whichever is earlier, all of Leafly’s Services under the applicable Service Order shall be deemed completed and payable upon invoice. Thereafter, Company shall pay Leafly all Service Fees specified under the Service Order within thirty (30) calendar days. Notwithstanding anything to the contrary, no Branded Content will be published without the express written consent of Company.

2.4  Content Requirements. Company shall not collect, upload, transmit, display, or distribute any information or materials that: (a) make any deceptive, false, or misleading assertions or statements about its products and/or services; (b) refer or link to any third-party websites or services for cannabis products, dispensaries, retail locations, and/or medical provider listings; (c) violate 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; (d) are 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; (e) violate any law, regulation, or obligations or restrictions imposed by any third party; (f) promote overconsumption of its products and/or services; (g) represent that the use of cannabis has curative or therapeutic effects; (h) depict a child or other person under legal age, or otherwise suggest the presence of such a person; (i) are designed in any manner that would be especially appealing to persons under twenty-one (21) years of age; and/or (j) are otherwise designed, in Leafly’s sole discretion, to attack or damage the reputation of Company’s competitors or of end users of Leafly’s platform and services (“End Users”). Company agrees to follow Applicable Laws (as defined below) regarding the sale and shipment of products advertised on Leafly, including placement of an appropriate age gate on its website, shipping only to states where Company’s product is legal, and requiring a signature upon delivery when shipping age-restricted products. Company shall maintain its content and Company information so that it is accurate and complete. Company is responsible for ensuring that all content and creative assets it provides or approves are compliant with applicable local, state, and federal laws and regulations, including those regulating the advertising of cannabis or cannabis-related products and the laws and regulations of the Food and Drug Administration (“FDA”) and the Federal Trade Commission (“FTC”) (collectively, “Applicable Laws”). Company represents that its content and creative assets, and the labeling thereof, do not contain any product claims that are prohibited by the laws and regulations of the FTC, the FDA, or any other local, state, or federal government (“Product Claims”). All content and creative assets must adhere to Leafly’s Advertising Standards (“Advertising Standards”), which are subject to change from time to time. Leafly reserves the right to approve all content and creative assets prior to publication, in Leafly’s sole discretion. Once content has been posted, Leafly reserves the right to remove or noindex previously approved content (i) for any reason one (1) year after the original publication date and (ii) at any time following publication if Leafly determines that the content does not meet Leafly’s standards or comply with any Leafly guidelines or Applicable Laws.

2.5  Restrictions on Use of the Site and Services. Company shall not use the Leafly.com website (the “Site”) or the Services to: (a) upload, transmit, or distribute any computer viruses, worms, or any software intended to damage or alter a computer system or data; (b) send unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes, or any other form of duplicative or unsolicited messages, whether commercial or otherwise; (c) harvest, collect, gather, or assemble information or data regarding other companies or End Users, including email addresses, without their consent; (d) interfere with, disrupt, or create an undue burden on servers or networks connected to the Site or Services, or violate the regulations, policies, or procedures of such networks; (e) attempt to impersonate another user on Leafly, or gain unauthorized access to the Site or Services, other companies’ pages, or other computer systems or networks connected to or used together with the Site or Services, through password mining or other means; (f) harass or interfere with another user’s use and enjoyment of the Site or Services; (g) introduce software or automated agents or scripts to the Site or Services so as to produce multiple accounts, generate automated searches, requests, and queries, or to strip, scrape, or mine data from the Site or Services; or (h) post reviews on the Site (using its account or any other End User account) that are about Company’s own products or services or a competitor’s products or services.

2.6  Co-Marketing and Company Deliverables. Company will perform certain co-marketing and other deliverables as defined in the Service Order.

2.7  Inventory. Leafly reserves the right to adjust impressions and campaign timing depending on inventory availability upon the Effective Date. Leafly will use commercially reasonable efforts to deliver impressions evenly throughout the Term unless otherwise notified to Company during the Term. Any bonus impressions offered under the Service Order are not guaranteed to be delivered evenly and are subject to inventory availability. Leafly will prioritize paid placements over bonus placements. Leafly is not responsible for preemption or under-delivery of bonus items. Added-value impressions will not serve before paid media flights.

2.8  Service Pause. Leafly will allow a one-time pause of an active campaign (“Service Pause”) for up to two (2) weeks, pending inventory availability and subject to (i) immediate payment by Company of all outstanding Service Fees for the deliverables provided by Leafly up to the commencement of the Service Pause and (ii) payment by Company of a nonrefundable management fee equal to ten percent (10%) of the total Service Fees under the Service Order. The Services will continue after the two-week Service Pause period, or Company may request a termination pursuant to Section 4 of this Agreement. Monthly billing cycles and campaign end dates will not be shifted due to a Service Pause, and contracted impressions are not guaranteed to deliver in full in the event of a Service Pause.

3.  SERVICE FEES.

3.1  Service Fees. Company will pay a service fee (“Service Fee”) in the amount specified in the Service Order in connection with Leafly’s Services. Leafly is entitled to immediately cease all Services if payment is not received as set forth in the Service Order. Service Fees are nonrefundable once they are charged to Company’s account. Late payments are subject to a late charge equal to the lesser of (i) one and one-half percent (1.5%) per month and (ii) the highest rate permitted by applicable law. If Company pays the Service Fee by ACH or check and the ACH does not process or the check is returned to Leafly for insufficient funds, Leafly will charge Company the lesser of (i) $40 or (ii) the applicable state maximum, in addition to the late fees described above. If Company chooses to make Service Fee payments by ACH debit, Company authorizes Leafly to initiate ACH debits from Company’s bank account for the amount of any fees owed to Leafly within three (3) days of Leafly delivering an invoice to Company for such fees. If Company chooses to make Service Fee payments by credit card, Company authorizes Leafly to charge the credit card provided by Company according to the Rate Plan or Billing Cycle specified on the Service Order. In the event Company does not pay the Service Fee as set forth in the Service Order, Leafly reserves the right to transfer the outstanding balance to a debt collection agency.

3.2  Invoice Finality; Waiver of Late Disputes. Company shall review each invoice and automatic payment promptly upon receipt. Any dispute regarding an invoice or automatic payment must be submitted to Leafly in writing, identifying the specific charges in dispute and the basis for the dispute, within sixty (60) days after the invoice date or payment date, as applicable (the “Invoice Dispute Period”). Company’s submission of a timely written dispute shall not relieve Company of its obligation to pay all undisputed amounts when due, and the Parties shall negotiate in good faith to resolve any timely disputed amounts, failing which either Party may pursue resolution under Section 11. Any invoice or automatic payment not disputed in writing within the Invoice Dispute Period shall be deemed final, correct, and accepted, and Company irrevocably waives any right to dispute, offset, charge back, recoup, or seek a refund of such amounts. The foregoing waiver does not apply to (i) fraud by Leafly or (ii) manifest mathematical error apparent on the face of the invoice.

4.  TERM AND TERMINATION.

4.1  Term. Unless stated otherwise in a Service Order, the Term of this Agreement begins on the Effective Date. The date of any expiration or termination of this Agreement shall be the “Termination Effective Date.” The “Term” shall include any Initial Term plus any Renewal Terms.

4.1.1  Termed Subscription and A-La-Carte Products. If the Service Order states that a subscription is Termed, or if a Service is A-La-Carte, this Agreement shall remain in force from the Effective Date for the period set forth in the Service Order as the “Initial Term” (quantified in months on the Service Order) and until the milestones specified in the Service Order (if any) have been completed, unless sooner terminated as provided in Section 4.2 below.

4.1.2  Auto-Renew. If the Service Order states that this Agreement will “Auto-Renew,” this Agreement will automatically renew upon expiration for the Renewal Term set forth in the Service Order or, if none is specified, as an Evergreen Subscription (each, a “Renewal Term”), unless Company provides at least thirty (30) days’ written notice of termination prior to expiration of the then-current term in the manner set forth in Section 4.3.

4.1.3  Evergreen Subscription. If the Service Order states that a subscription is Evergreen, this Agreement continues on a month-to-month basis until terminated as set forth in Section 4.2 or Section 4.3 below.

4.2  Termination by Leafly. Leafly may terminate this Agreement or any individual Product at any time for any reason, including for any use of the Services in violation of this Agreement, by notifying you at the email 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. Upon termination of an individual Product, your right to access and use the terminated Product will terminate immediately, and this Agreement shall remain effective to the extent additional Services are being provided. You understand that termination of your Account may involve removal of your Brand Page and of Company Content associated with your Account from our live databases, subject to Leafly’s continuing rights under Section 6.6. Leafly will not have any liability whatsoever to you for any termination of this Agreement, including for termination of your Account or removal or deletion of Company Content. If the operation of the Services is determined by either Party, or by a regulatory authority, arbitrator, or court having competent jurisdiction, to violate any law, this Agreement may be immediately terminated.

4.3  Termination for Convenience. To terminate Services that are eligible for early termination, visit help.leafly.com and submit a request to “Cancel My Leafly Subscription” in the “Submit a Request” section of the webpage. Upon submission of a request to cancel the Services, this Agreement will terminate on the last day of the following billing cycle. Upon termination, Company will no longer have access to the Services and shall be responsible for the payment of all Service Fees accrued through the Termination Effective Date. Termed Subscriptions and A-La-Carte Products are not eligible for early termination under this Section.

4.4  Request to Amend the Services by Company. For Services provided under Evergreen Subscriptions and Auto-Renew terms, but excluding Termed Subscriptions, Company shall have the right to request a downgrade of any Services for any reason by providing thirty (30) days’ prior written notice to Leafly. The Services and Service Fees will be adjusted accordingly on the last day of the following billing period for Evergreen Subscriptions, and upon the beginning of the following Renewal Term for Auto-Renew terms, as applicable.

4.5  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 fifteen (15) day period. For clarity, a breach of a Party’s representations, warranties, or covenants constitutes a material breach.

4.6  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 written proof of seeking to make a compromise, assignment, or other arrangement for the benefit of creditors; or becomes a party to bankruptcy, receivership, or similar proceedings that are not discharged within sixty (60) days of filing.

4.7  Effect of Termination. Upon termination of this Agreement, Company shall pay Leafly, within thirty (30) days, for all Services rendered or delivered under Evergreen Subscriptions and all fees set forth for any Termed Subscription and A-La-Carte Product(s), and all Confidential Information shall be promptly returned, as appropriate.

4.8  Survival. Sections 3, 4.7, 4.8, and 5 through 16 (other than Section 6.1), and any other provisions that by their nature are intended to survive, shall survive expiration or termination of this Agreement or cancellation of the deliverables and/or any related content.

5.  INTELLECTUAL PROPERTY RIGHTS.

5.1  Leafly’s Intellectual Property. Leafly owns all rights, title, and interest in: (i) its trademarks, trade names, trade dress, service marks, logos, corporate names, domain names, and copyrighted works, together with all of the goodwill associated therewith; (ii) properties developed by Leafly prior to or outside the scope of this Agreement; and (iii) all intellectual property rights, including copyrights, patents, patent disclosures, and inventions (whether patentable or not), know-how and other confidential information, derivative works, and all other rights (collectively, “Leafly IP”) in and to all documents, work product, and other materials that are delivered to Company under this Agreement or prepared by or on behalf of Leafly in the course of performing the Services (collectively, the “Deliverables”), except for any Confidential Information of Company or Company IP, as defined in Section 5.2 below.

5.2  Company’s Intellectual Property. Company owns all rights, title, and interest in: (i) its trademarks, trade names, and logos and (ii) properties developed by Company prior to or outside the scope of this Agreement (collectively, “Company IP”).

6.  LICENSES AND PERMISSIONS.

6.1  IP License to Leafly. Company hereby grants Leafly a limited, non-exclusive, fully paid-up, royalty-free, worldwide license during the Term to use the Company IP provided to Leafly to provide the Services and Deliverables specified in a Service Order and for Leafly’s public relations and marketing activities. This Section 6.1 does not limit the licenses granted in Sections 6.4 and 6.5.

6.2  IP License to Company. Leafly hereby grants Company a license to use the Leafly IP, free of additional charge and on a non-exclusive, worldwide, non-transferable, non-sublicensable, fully paid-up, royalty-free, and perpetual basis, to the extent necessary to enable Company to make reasonable use of the Deliverables and the Services.

6.3  IP Approvals. Each Party’s use of the other Party’s logo, trademark, or trade name in connection with any obligations listed in Sections 5 and 6 is subject to the other Party’s prior review and approval, which approval shall not be unreasonably withheld; provided, however, that approval is not required for (i) a use that is substantially the same as a previously approved use, or (ii) Leafly’s display of Company’s names, trademarks, and logos as they appear in Company Content or to identify Company or its products in the Catalog or on product, brand, or retailer pages. Requests for the use of Leafly IP will be sent to legal@leafly.com or such other person as Leafly designates. Requests for use of Company IP, including the approvals required under Section 6.1 above, will be sent to the email of the Company representative identified in the Service Order or such other person as Company designates in writing to Leafly. Each Party will use commercially reasonable efforts to respond to any IP or content use request within five (5) business days of receipt of the request.

6.4  License to Company Content. “Company Content” means all content, information, data, photographs and other images, product names, descriptions, specifications, attributes, test or lab results, creative assets, and other materials provided, submitted, uploaded, or transmitted by or on behalf of Company to Leafly, the Site, or the Services, whether directly, through Company’s Brand Page or product pages, or through any feed, integration, or third-party provider (including content supplied to retailers or point-of-sale providers for display on Leafly), excluding Deliverables owned by Leafly under Section 5.1. Company hereby grants to Leafly and its Related Entities a perpetual, irrevocable, worldwide, non-exclusive, royalty-free, fully paid-up, transferable, and sublicensable (through multiple tiers) right and license to reproduce, distribute, publicly display, publicly perform, transmit, modify, adapt, edit, crop, reformat, translate, compile, create derivative works of, incorporate into other works, and otherwise use and exploit Company Content, in whole or in part, in any form, format, or media now known or later developed, for any lawful business purpose of Leafly or its Related Entities, including: (a) on and in connection with the Site, the Services, and any other website, application, platform, product, service, or feature now or hereafter owned, operated, or offered by Leafly or its Related Entities (collectively, “Leafly Properties”); (b) to create, maintain, and improve the Catalog under Section 6.5; (c) in advertising, marketing, and promotional materials for Leafly, the Leafly Properties, Company, or Company’s products; (d) by syndicating, distributing, and sublicensing Company Content to Leafly’s distribution, data, technology, advertising, and marketing partners and other third parties (including search engines, mapping, directory, and listing services, and retailers) for display, promotion, or use in their products and services; and (e) [to develop, train, test, and improve Leafly’s products, technology, and machine-learning models]. This license includes the right to use Company’s names, trademarks, and logos as they appear in Company Content and to identify Company and its products, notwithstanding the Term limitation in Section 6.1, which applies only to Leafly’s use of Company IP in advertising and promotional campaigns under a Service Order. This license applies to all Company Content, whether provided before, on, or after the Effective Date. To the extent permitted by law, Company irrevocably waives (and shall cause to be waived) all moral rights and rights of attribution in Company Content.

6.5  Product Catalog. Leafly may use Company Content, together with content from retailers, other brands, End Users, and other sources, to create, enrich, verify, maintain, and improve one or more product catalogs, databases, and related listings, product pages, images, descriptions, attributes, and data (collectively, the “Catalog”). Leafly may use, display, distribute, and sublicense the Catalog, including any content in it that is derived from Company Content, across all Leafly Properties and through third parties as described in Section 6.4, including on retailer menus, retailer pages, product pages, and brand pages, in each case without attribution or compensation to Company. As between the Parties, Leafly owns all right, title, and interest in the Catalog as a compilation and in all content that Leafly creates for or derives within the Catalog, subject only to Company’s underlying rights in Company Content as licensed under Section 6.4. Leafly has no obligation to use any Company Content in the Catalog, and, except as provided in Section 6.7, Company may not require Leafly to remove from the Catalog any content derived from Company Content.

6.6  Survival; Effect of Termination on Content. The licenses and rights granted in Sections 6.4 and 6.5 are perpetual and irrevocable; survive any expiration or termination of this Agreement, any Service Order, or any Product and any closure of Company’s Account; and are not limited by Section 4.2, Section 6.1, or any deletion of Company’s Account, Brand Page, or product pages. Following any expiration or termination, Leafly will cease running paid advertising placements for Company under the terminated Service Order(s), and may, but is not required to, retain and continue to use Company Content and the Catalog as provided in Sections 6.4 and 6.5, including to list Company’s products on retailer menus and product pages.

6.7  Content Representations, Warranties, and Covenants. Company represents, warrants, and covenants that: (a) it owns all rights in, or has obtained all licenses, permissions, consents, and releases (including model, location, and photographer releases) necessary to grant the rights in Sections 6.4 and 6.5 for, all Company Content, including any content created or supplied by agencies, photographers, manufacturers, or other third parties; (b) Leafly’s exercise of those rights will not infringe, misappropriate, or violate any intellectual property, privacy, publicity, or other right of any third party, or breach any agreement to which Company is a party; (c) Company authorizes each retailer and point-of-sale or menu provider to which Company supplies Company Content to provide that content to Leafly for the uses permitted by this Agreement; (d) Company Content is accurate and complies with Section 2.4; and (e) Company will promptly notify Leafly in writing, identifying the affected content, if it becomes aware that it lacks, or no longer has, the rights described in this Section 6.7 for any Company Content. Upon any such notice or any third-party claim, Leafly may remove, replace, or cease using the affected content. Any breach of this Section 6.7 is subject to Section 7.2.

7.  REPRESENTATIONS AND WARRANTIES; INDEMNIFICATION.

7.1  Representations and Warranties. Leafly and Company each represent and warrant to the other that: (i) it is authorized and legally empowered to enter into and perform its obligations under this Agreement without conflicting with any of its other commitments, agreements, or understandings or breaching any of its other confidentiality obligations; (ii) it is the owner of, and/or has all necessary rights, permissions, and clearances in and to, any materials, works, intellectual, or other properties that it contributes to the content and other media resulting therefrom hereunder, and has the right and authority to grant all rights, licenses, and transfers to the other Party under this Agreement; (iii) all materials or works it provides hereunder will not infringe any third party’s rights (including any copyright, trademark, publicity, privacy, or moral rights); and (iv) the other Party’s exercise of its express rights hereunder will not: (a) infringe any third-party rights (including any copyright, trademark, publicity, privacy, or moral rights), (b) create any right of action in any person or entity, or (c) entitle any person or entity to any residuals, royalties, or other payments, however designated. Company represents and warrants to Leafly that Company’s business operations are compliant with all Applicable Laws, and that Company takes appropriate measures required by law for the sale of any products or services that Company advertises using the Services (including complying with the Agricultural Improvement Act of 2018 (the “Farm Bill”) and applicable state laws related to the advertising and sale of hemp-derived products, and requiring a signature upon delivery of age-restricted products as required by law). Company represents and warrants that any and all products it advertises using the Services are compliant with federal, state, and local laws regarding hemp and hemp-derived products, and that it will only advertise products where they are legal to sell. Upon request, the Parties shall provide documentation evidencing compliance with this Section (e.g., model and location releases).

7.2  Indemnification. Each Party (the “Indemnifying Party”) agrees to indemnify, defend, and hold harmless the other Party and its officers, directors, employees, and agents (the “Indemnified Parties”) from and against any third-party suits, actions, claims, demands, liabilities, fines, penalties, judgments, damages, expenses, and costs (including attorneys’ fees and expenses) to the extent arising from (a) a breach of any of the Indemnifying Party’s representations, warranties, or obligations herein; or (b) the Indemnifying Party’s negligence or willful misconduct (each, a “Claim”). Company further agrees to indemnify, defend, and hold harmless Leafly and its officers, directors, employees, and agents from and against any third-party suits, actions, claims, demands, liabilities, judgments, damages, expenses, and costs (including attorneys’ fees and expenses) arising from any Product Claims made by Company. The Party seeking indemnification shall promptly notify the Indemnifying Party in writing of any Claim and shall grant the Indemnifying Party the right to control the investigation, defense, and settlement of such Claim; provided that the Indemnifying Party will not settle any Claim without the Indemnified Party’s prior written consent. Any dispute between the Parties regarding indemnification is a Dispute subject to Section 11.

8.  LIMITATION OF LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL THE AGGREGATE LIABILITY OF LEAFLY, ITS RELATED ENTITIES, AND/OR ITS OR THEIR LICENSORS ARISING OUT OF, OR IN ANY WAY CONNECTED WITH, THIS AGREEMENT OR THE SERVICES EXCEED THE AMOUNTS ACTUALLY PAID BY COMPANY 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, OR CONSEQUENTIAL 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 OR HEMP-DERIVED PRODUCTS, OR FOR ANY LOSS OR DAMAGE THAT MIGHT ARISE, FOR EXAMPLE, FROM THE SITE’S INOPERABILITY, UNAVAILABILITY, OR SECURITY VULNERABILITIES, 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 OR THEIR LICENSORS HAVE BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. As used in this Agreement, “Related Entities” means any entity that directly or indirectly controls, is controlled by, or is under common control with Leafly.

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.

9.  CONFIDENTIALITY. The Parties understand that each may be exposed to confidential and proprietary information of the other Party in connection with this Agreement, including ideas, data, concepts, inventions, improvements, business, digital, technical, marketing, and financial information, and the terms of this Agreement (“Confidential Information”). Each Party shall protect and preserve as confidential all Confidential Information of the other Party at any time in its possession or control with at least the same diligence, care, and efforts that it uses to protect its own confidential information, and in any event not less than the diligence, care, and efforts that a prudent owner would use to protect its own most sensitive information. Neither Party shall use, nor allow third parties to use, any of the other Party’s Confidential Information for any purpose except as necessary to perform its obligations or exercise its rights under this Agreement.

10.  ASSIGNMENT.

10.1  Leafly’s Rights. 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 of that portion of its business to which this Agreement relates.

10.2  Company’s Rights. Company may not assign, convey, or transfer any of its rights or obligations under this Agreement, whether by merger, operation of law, or otherwise (including to any parent, subsidiary, or other affiliated entity of Company), without the prior written consent of Leafly, which may be withheld in Leafly’s sole discretion. Any attempted assignment or delegation in violation of this Section 10 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.

11.  GOVERNING LAW; BINDING ARBITRATION; DELEGATION; CLASS ACTION AND JURY TRIAL WAIVERS.

PLEASE READ THIS SECTION CAREFULLY. IT REQUIRES YOU AND LEAFLY TO RESOLVE DISPUTES THROUGH FINAL, BINDING, AND NON-APPEALABLE INDIVIDUAL ARBITRATION RATHER THAN IN COURT; DELEGATES ALL QUESTIONS OF ARBITRABILITY AND GOVERNING LAW TO THE ARBITRATOR; WAIVES ANY RIGHT TO A JURY TRIAL AND TO PARTICIPATE IN A CLASS, COLLECTIVE, OR REPRESENTATIVE ACTION; AND WAIVES ANY RIGHT TO PROCEED IN ANY FEDERAL COURT.

(a)  Definitions. As used in this Section 11: (i) “Leafly Parties” means Leafly LLC and each entity that directly or indirectly controls, is controlled by, or is under common control with Leafly LLC (each, a “Leafly Affiliate”), and each of their respective officers, directors, managers, members, employees, agents, successors, and assigns; and (ii) “Leafly Agreements” means (A) the Leafly Terms of Use, (B) the Leafly Commercial Terms of Use, (C) the Leafly Master Services Agreement – US Retailers (the “Retail MSA”), (D) the Leafly Advertising and Marketing Services Agreement – US Brands (the “Brands MSA”), and (E) any Quote, Service Order, Scope of Work, insertion order, invoice, or other ordering document entered into under any of the foregoing, in each case as amended from time to time.

(b)  Agreement to Arbitrate. Except solely for the Permitted Court Proceedings described in subsection (l), you and Leafly agree that any dispute, claim, or controversy between you (together with your owners, affiliates, officers, directors, employees, and agents) and any Leafly Party arising out of or relating in any way to this Agreement, any other Leafly Agreement, the Leafly websites, applications, kiosks, and platforms, the Services, any content made available through the Services, any communications between you and Leafly, or the relationship between you and Leafly, whether based in contract, tort, statute, regulation, fraud, misrepresentation, or any other legal or equitable theory, and whether arising before, on, or after the date you accepted this Agreement (each, a “Dispute”), will be resolved exclusively by final and binding arbitration before a single arbitrator in accordance with this Section 11. “Dispute” shall be given the broadest meaning permitted by law and includes any dispute concerning the existence, formation, validity, interpretation, performance, breach, termination, enforceability, or scope of this Agreement, any other Leafly Agreement, or this Section 11. Each Leafly Party that is not a party to this Agreement is an intended third-party beneficiary of this Section 11 and may enforce it.

(c)  Mandatory Informal Dispute Resolution. Before commencing arbitration, the party asserting a Dispute must deliver to the other party a written notice describing the nature and basis of the Dispute and the relief sought (a “Dispute Notice”). A Dispute Notice to Leafly must be sent by email to legal@leafly.com and by certified mail or express courier to the notice address set forth in Section 15.4. Within ten (10) business days after receipt of a Dispute Notice, the parties shall begin good-faith discussions to resolve the Dispute. If the Dispute is not resolved within thirty (30) days after receipt of the Dispute Notice (the “Informal Resolution Period”), either party may commence arbitration. Compliance with this subsection (c) is a condition precedent to commencing arbitration. All applicable statutes of limitations and filing-fee deadlines are tolled from the date a compliant Dispute Notice is received until the end of the Informal Resolution Period. Nothing in this subsection (c) prevents a party from seeking emergency relief under subsection (h).

(d)  Administrator and Rules. The arbitration shall be administered by JAMS in accordance with the JAMS Comprehensive Arbitration Rules & Procedures or, where applicable under JAMS’s rules, the JAMS Streamlined Arbitration Rules & Procedures, in each case as in effect when the arbitration is commenced (the “JAMS Rules”), which are available at www.jamsadr.com. If there is any conflict between this Section 11 and the JAMS Rules, this Section 11 controls. If JAMS is unavailable or declines to administer the arbitration, the parties shall agree in writing on a substitute nationally recognized arbitration provider.

(e)  Arbitrator; Seat; Hearings. The arbitration shall be conducted before a single neutral arbitrator who is a retired state or federal judge or an attorney with at least fifteen (15) years of experience in commercial matters, selected in accordance with the JAMS Rules. The seat of the arbitration is Seattle, Washington. Any in-person hearing shall take place in Seattle, Washington, unless the parties agree otherwise or the arbitrator directs that the hearing be conducted in whole or in part by videoconference. The arbitration shall be conducted in English.

(f)  Delegation of Arbitrability and Governing Law. The arbitrator, and not any federal, state, or local court or agency, shall have exclusive authority to resolve: (i) any question of arbitrability, including any dispute regarding the existence, formation, validity, interpretation, applicability, scope, enforceability, revocability, waiver, or unconscionability of this Section 11 or any portion of it, and whether any Dispute is subject to arbitration; (ii) any question regarding which Leafly Agreement, or which dispute resolution provision of any Leafly Agreement, governs a Dispute; (iii) any question regarding governing law or choice of law, including whether, and to what extent, the law of the State of Washington or of any other jurisdiction applies to any Dispute, claim, or defense; and (iv) any contention that this Agreement or any other Leafly Agreement, or any portion of either, is void, voidable, illegal, or unenforceable, including by reason of the status of cannabis or cannabis-related activity under federal law. The parties expressly incorporate Rule 11(b) of the JAMS Comprehensive Arbitration Rules & Procedures and the corresponding provision of the JAMS Streamlined Arbitration Rules & Procedures, and intend this subsection (f) to constitute clear and unmistakable evidence of their agreement to delegate all such gateway questions to the arbitrator.

(g)  Governing Law. Subject to the arbitrator’s authority under subsection (f), this Agreement, each other Leafly Agreement, and all Disputes shall be governed by the laws of the State of Washington, without regard to any conflict-of-laws principles that would require the application of the law of any other jurisdiction. This Section 11 is governed by the Federal Arbitration Act, 9 U.S.C. § 1 et seq. (the “FAA”), and federal arbitration law, and, to the extent the FAA is held inapplicable, by the Washington Uniform Arbitration Act, chapter 7.04A RCW. The parties acknowledge that the Leafly Agreements evidence transactions involving interstate commerce.

(h)  Arbitrator’s Authority; Equitable and Emergency Relief. The arbitrator may award any relief that would be available to an individual party in a court under applicable law, including damages, declaratory relief, injunctive relief, and specific performance, but only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party’s individual claim. The arbitrator shall give effect to the disclaimers, limitations of liability, and other limitations set forth in the Leafly Agreements. Before the arbitrator is appointed, either party may seek temporary, interim, or emergency relief (including injunctive relief to protect confidential information or intellectual property rights) under the emergency relief procedures of the JAMS Rules.

(i)  Award; Finality; No Appeal. The arbitrator shall issue a reasoned written award. The award is final and binding on the parties and is not subject to appeal. The parties shall not invoke any optional appellate procedure (including the JAMS Optional Arbitration Appeal Procedure) and, to the fullest extent permitted by law, waive any right to appeal from, seek review of, or otherwise challenge the award in any court, except solely on the limited grounds for vacatur that cannot be waived under 9 U.S.C. § 10 or, if applicable, RCW 7.04A.230.

(j)  Fees and Costs. Each party shall advance its share of JAMS administrative fees and arbitrator compensation as required by the JAMS Rules. The non-prevailing party shall bear all JAMS administrative fees and arbitrator compensation, unless the arbitrator determines otherwise. Each party shall bear its own attorneys’ fees and costs, except as otherwise provided in this Agreement or applicable law or as the arbitrator may award with respect to any claim or defense found to be frivolous or asserted in bad faith.

(k)  Individual Proceedings Only; Class Action Waiver. YOU AND LEAFLY AGREE THAT EACH MAY BRING DISPUTES AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF, CLAIMANT, OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, CONSOLIDATED, OR REPRESENTATIVE PROCEEDING, INCLUDING ANY PRIVATE ATTORNEY GENERAL ACTION. The arbitrator may not consolidate the claims of more than one person or entity, may not preside over any form of class, collective, or representative proceeding, and may not award relief to or against anyone who is not a party to the arbitration. In no event shall any Dispute proceed as a class, collective, or representative arbitration. If this subsection (k) is finally determined to be unenforceable as to any claim, then that claim (and only that claim) shall be severed, stayed until the arbitration of all other claims is complete, and thereafter pursued only as a Permitted Court Proceeding under subsection (l), and all other claims shall be arbitrated.

(l)  Permitted Court Proceedings; No Federal Forum. The only court proceedings permitted in connection with any Dispute (each, a “Permitted Court Proceeding”) are: (i) an action to compel arbitration or to stay litigation pending arbitration; (ii) an action to designate a substitute arbitration provider or arbitrator where this Section 11 and the JAMS Rules provide no other mechanism; (iii) an application for provisional relief in aid of arbitration where emergency relief under the JAMS Rules is unavailable or inadequate; (iv) an action to confirm or enforce an award, or to vacate an award solely on non-waivable grounds as described in subsection (i); and (v) the pursuit of any claim severed under subsection (k). Every Permitted Court Proceeding shall be brought exclusively in the Superior Court of the State of Washington for King County, and each party irrevocably submits to the personal jurisdiction of, and venue in, that court. EACH PARTY KNOWINGLY, VOLUNTARILY, AND IRREVOCABLY WAIVES ANY RIGHT TO FILE, REMOVE, OR TRANSFER ANY DISPUTE OR PERMITTED COURT PROCEEDING TO OR IN ANY FEDERAL COURT OF THE UNITED STATES, INCLUDING ANY RIGHT OF REMOVAL UNDER 28 U.S.C. §§ 1441, 1446, OR 1453. If any Dispute or Permitted Court Proceeding is filed in or removed to a federal court, each party shall consent to, and cooperate in promptly obtaining, its dismissal or remand, and the party that filed or removed it shall bear the other party’s reasonable attorneys’ fees and costs incurred in obtaining such dismissal or remand. A judgment entered on an award by the Superior Court of the State of Washington for King County may be recognized and enforced in any state court of competent jurisdiction.

(m)  Jury Trial Waiver. TO THE FULLEST EXTENT PERMITTED BY LAW, YOU AND LEAFLY EACH KNOWINGLY, VOLUNTARILY, AND IRREVOCABLY WAIVE ANY RIGHT TO A TRIAL BY JURY IN ANY DISPUTE OR PERMITTED COURT PROCEEDING.

(n)  Confidentiality. The parties shall keep confidential the existence, content, and result of any arbitration, except as necessary to prosecute or defend a Permitted Court Proceeding (in which case the parties shall seek to file confidential materials under seal to the extent permitted), as required by applicable law or by any governmental or regulatory authority (including any cannabis regulatory authority), or for disclosure to a party’s attorneys, accountants, auditors, insurers, lenders, and bona fide prospective investors or acquirers who are bound by obligations of confidentiality.

(o)  Time Limit to Assert Disputes. To the fullest extent permitted by applicable law, any Dispute must be asserted in a Dispute Notice within one (1) year after the claim accrues, or it is permanently barred. This subsection (o) does not extend any shorter period for disputing invoices, charges, or payments set forth in any Leafly Agreement.

(p)  Relationship to Other Leafly Agreements. This Section 11 applies to all Disputes, whether arising under this Agreement or any other Leafly Agreement, and supersedes any inconsistent dispute resolution, arbitration, forum selection, venue, jurisdiction, governing law, or jury trial provision in (i) any Leafly Agreement, including any prior version of any Leafly Agreement, (ii) any Quote, Service Order, or other ordering document, (iii) any document incorporated by reference into any Leafly Agreement, including the IAB Terms, and (iv) any other agreement between you and any Leafly Party relating to the subject matter of the Leafly Agreements. The dispute resolution provisions of the Leafly Agreements are intended to be consistent. In the event of any inconsistency among the dispute resolution provisions of the Leafly Agreements to which you are a party, they shall control in the following order: (A) Section 15.3 of the Retail MSA; (B) Section 11 of the Brands MSA; (C) Section 12 of the Leafly Commercial Terms of Use; and (D) Section 13 of the Leafly Terms of Use.

(q)  Changes to This Section 11. Notwithstanding any provision of any Leafly Agreement permitting Leafly to modify its terms, no change to this Section 11 shall apply to any Dispute for which a Dispute Notice was delivered, or an arbitration commenced, before the effective date of the change; each such Dispute shall be governed by this Section 11 as in effect when the Dispute Notice was delivered.

(r)  Severability; Survival. Except as provided in subsection (k), if any portion of this Section 11 is finally determined to be unenforceable, that portion shall be severed and the remainder of this Section 11 shall be enforced to the fullest extent permitted by law. This Section 11 survives the expiration or termination of this Agreement, the closure of any account, and the end of your use of the Services.

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, changes in third-party or platform terms (including iOS and Android) limiting Leafly’s ability to fulfill Services or Deliverables, fires or other catastrophes, or other occurrences that 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 Company will remain liable for payment of any fees in accordance with this Agreement.

13.  ACCEPTABLE USE.

13.1  General Restrictions. Company shall not: (i) distribute, sell, assign, encumber, transfer, rent, lease, loan, sublicense, modify, time-share, or otherwise exploit the Site, Services, or content, including Branded Content (collectively, “Content”), in any unauthorized manner, including by trespass or burdening network capacity; (ii) copy, reproduce, adapt, create derivative works of, translate, localize, port, or otherwise modify the Services, Deliverables, or 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 Site, Services, Deliverables, or 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 Site, Services, Deliverables, or Content; (v) decompile, disassemble, reverse compile, reverse assemble, reverse translate, or otherwise reverse engineer the Site, Services, Deliverables, or 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 Laws or as may be permitted by the licensing terms governing use of any open-source components included with the Site, Services, Deliverables, or Content); (vi) use any means to discover the trade secrets in the Site, Services, Deliverables, or Content; or (vii) otherwise circumvent any functionality that controls access to or otherwise protects the Site, Services, Deliverables, or Content.

13.2  Specific Restrictions. Without limiting the generality of any of the restrictions set forth in this Agreement, including Section 13.1 above, Company 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 Company to determine where it ranks in terms of number of reservations, value of items reserved, time from reservation to confirmation, menu views, pricing of products, etc. is confidential and may not be disclosed, or used outside the Services or for any purpose other than to receive the Services; and (iii) any product insight/research data provided by Leafly that allows Company to determine what products End Users are searching for, reviewing, buying, etc. is confidential and may not be disclosed, or used outside the Leafly dashboard or for any purpose other than to receive the Services and Deliverables.

14.  THIRD-PARTY AD TRACKING; DATA.

14.1  DoubleClick Campaign Manager. Leafly may permit Company to place DoubleClick Campaign Manager impression and click tracking tags (“Tracking Tags”) on Company’s digital advertisement banners, strain placements, hero placements, and other placements, at the discretion of Leafly, during the Term, provided that:

14.1.1  Any Tracking Tags, or any other type or method of tracking utilized by Company, shall not collect or share any consumer data whatsoever, including through the operation, insertion, or embedding of cookies; and

14.1.2  Such Tracking Tags, or any other type or method of tracking, must be tested to ensure no consumer data is being collected and must be quality controlled by Leafly prior to going live.

14.2  Removal. Notwithstanding the foregoing, Leafly retains the right, in its sole discretion, to prohibit the use of any tags and/or trackers of any kind by Company.

14.3  Standard Reporting Discrepancies. Pursuant to IAB industry standards, any reporting data provided by Leafly to Company in accordance with this Agreement, including impression numbers and click numbers, may be subject to up to a ten percent (10%) variance from actual numbers and data. Should a discrepancy greater than ten percent (10%) occur, Leafly and Company shall discuss in good faith whether to investigate such discrepancy or take further action as agreed between the Parties.

14.4  Aggregated and Anonymized Data. “Customer Data” means data Company submits to or generates through the Services, other than Company Content (which is governed by Sections 6.4 through 6.7). “Aggregated Data” means data derived from Customer Data and the data of other Leafly customers and sources that has been combined, stripped of identifiers, and processed using commercially reasonable methods (including minimum-cohort thresholds and suppression of low-count cells) so that it cannot reasonably be used to identify Company or any individual. “Insights” means analytics, benchmarks, reports, market studies, and similar descriptive materials derived from Aggregated Data. Company grants Leafly a perpetual, irrevocable, worldwide, royalty-free, sublicensable license to use Customer Data to generate Aggregated Data and Insights and to use Aggregated Data and Insights for any lawful business purpose, including (a) operating, securing, and improving Leafly’s products; (b) research and development; and (c) producing, publishing, and distributing Insights to Leafly’s customers, prospects, partners, and the public, on a paid or unpaid basis. Leafly will not (x) disclose Aggregated Data or Insights in a form that identifies Company; (y) intentionally re-identify Aggregated Data; or (z) sell Customer Data in identifiable form. As between the Parties, Leafly owns all right, title, and interest in Aggregated Data and Insights, and Company retains ownership of the underlying Customer Data, subject to the licenses granted herein. Insights describe historical, aggregated observations and are not recommendations or guidance regarding pricing or other competitive decisions, projections of future performance, or guarantees of any result. INSIGHTS ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND, AND LEAFLY SHALL HAVE NO LIABILITY ARISING FROM COMPANY’S USE OF OR RELIANCE ON INSIGHTS. This Section 14.4 survives termination of this Agreement.

15.  GENERAL.

15.1  No Presumption Against Drafter. The Parties agree that they have had an opportunity to consult with their respective counsel or other advisors as they have deemed necessary in connection with the negotiation and execution of this Agreement, so that any presumption or rule requiring that it be construed against the drafting Party is not applicable.

15.2  Relationship. The Parties are independent contractors, and no joint venture, partnership, employment, agency, or similar arrangement is created between the Parties.

15.3  Electronic Communications. The communications between Company and Leafly use electronic means, whether Leafly posts notices on the Site or communicates with Company via email. For contractual purposes, Company (1) consents to receive communications from Leafly in electronic form; and (2) agrees that all terms and conditions, agreements, notices, disclosures, and other communications that Leafly provides electronically satisfy any legal requirement that such communications would satisfy if they were in writing. Execution and delivery of this Agreement and any Service Order may be evidenced by electronic means.

15.4  Notices. Any notice, demand, or communication required or permitted to be given by any provision of this Agreement must be in writing and sent by email with a read receipt, by certified mail with return receipt requested, or by express courier or delivery service, addressed to the receiving Party at the address shown in the Service Order, or to such other address as a Party may from time to time specify by notice to the other Party. Notices to Leafly shall be sent to: Leafly LLC, Attn: Legal Department, [600 1st Avenue, Suite LL20, Seattle, Washington 98104], with a copy by email to legal@leafly.com. Notices will be effective on the earlier of actual receipt or five (5) days after mailing as provided in this Section. Except as otherwise stated herein, this Agreement is binding on and inures to the benefit of the Parties and their legal representatives, successors, and permitted assigns.

15.5  Entire Agreement; Incorporated Terms; Order of Precedence. This Agreement, any applicable Service Order(s) and Scope(s) of Work (which are hereby incorporated by this reference), Leafly’s Commercial Terms of Use, available at https://www.leafly.com/info/commercial-terms-of-use (the “CTOU”), and Leafly’s Terms of Use, available at https://www.leafly.com/info/terms-of-use (the “Terms of Use”) (each of which is hereby incorporated by this reference), contain the entire agreement and understanding between the Parties with respect to the subject matter hereof. This Agreement supersedes and replaces all other prior and contemporaneous agreements, communications, and understandings between the Parties regarding such subject matter, whether written or oral. The Parties agree that all ongoing invoices that previously referenced any other terms shall now be governed by this Agreement. In the event of any conflict or inconsistency, the following order of precedence shall apply: (a) if Company is also a party to the Leafly Master Services Agreement – US Retailers (the “Retail MSA”), the Retail MSA; (b) this Agreement; (c) the CTOU; (d) the Terms of Use; and (e) any Service Order, Scope of Work, or invoice, except that a Service Order signed by an authorized Leafly officer may modify commercial terms if it expressly identifies the Section being modified, provided that no Service Order may modify Section 11. Notwithstanding the foregoing order of precedence, (i) the licenses and rights granted to Leafly in Company Content under this Agreement, the CTOU, and the Terms of Use are cumulative, and no provision of this Agreement shall be construed to limit any broader license granted to Leafly under the CTOU or the Terms of Use; and (ii) all Disputes shall be resolved exclusively in accordance with Section 11.

15.6  Headings; “Including.” The section headings are for convenience only and in no way define, limit, extend, or interpret the scope of this Agreement or any section herein. Wherever the word “including” or “include” appears in this Agreement, such term shall be construed to mean “including without limitation” or “include without limitation,” as the case may be.

15.7  Waiver. Failure of either Party to insist upon strict performance of any of the covenants and agreements contained herein, or to exercise any right or remedy herein conferred, in no way affects such Party’s right to require performance or exercise any right or remedy thereafter.

15.8  Severability. Subject to Section 11, if any provision of this Agreement is held invalid, illegal, or unenforceable by the arbitrator or, in a Permitted Court Proceeding, by a court of competent jurisdiction, such provision will be enforced to the maximum extent permitted by law and the remaining provisions will not be affected or impaired.

15.9  IAB Terms. Where the Product Table below incorporates the IAB/4A’s Standard Terms and Conditions for Internet Advertising for Media Buys One Year or Less, Version 3.0 (the “IAB Terms”), the IAB Terms apply only to the extent they do not conflict with this Agreement. In the event of any conflict between this Agreement and the IAB Terms, this Agreement controls. Without limiting the foregoing, any governing law, dispute resolution, forum, venue, jurisdiction, or limitation of liability provision of the IAB Terms does not apply, and Section 11 and Section 8 of this Agreement govern exclusively.

16.  UPDATES. Leafly may revise this Agreement, or any additional terms and conditions that are relevant to a particular Leafly service, at any time in its sole discretion. Leafly will post the revised terms on the Site with a “last updated” date and will disclose the revision by email to the address associated with your Account, through the Leafly.biz portal, or by prominent notice on the Site (posting together with any such disclosure, “Posting and Disclosure”). Revisions are effective and binding on you immediately upon Posting and Disclosure, unless the revised terms expressly state a later effective date. You are responsible for maintaining a current email address with Leafly, and disclosure sent to the most recent email address you have provided is effective whether or not it is received. PLEASE REVIEW THE SITE AND MONITOR YOUR COMMUNICATIONS WITH LEAFLY ON A REGULAR BASIS TO OBTAIN TIMELY NOTICE OF ANY REVISIONS. YOUR CONTINUED ACCESS TO OR USE OF THE LEAFLY SERVICES AFTER POSTING AND DISCLOSURE CONSTITUTES YOUR ACCEPTANCE OF, AND AGREEMENT TO BE BOUND BY, THE REVISED TERMS. Changes to Section 11 are subject to subsection (q) of Section 11. You agree that Leafly shall not be liable to you or to any third party for any modification of this Agreement.

PRODUCT TABLE

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