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LEAFLY MASTER SERVICES AGREEMENT – US RETAILERS

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

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

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

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

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

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

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

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

“Law” means any statute, law, rule, ordinance, regulation, administrative regulation and the like of any city, state, or local governmental agency.

“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, educational material and other copyrightable works of any nature, that Leafly or any Leafly Related Entity provides in connection with the Services; and (iii) any and all technology, HTML formatting code, source and object code, programming code and software, as well as all text, images, video, audio, and other data, products, services, advertisements, promotions, URLs, keywords and other navigational elements, links, pointers, and any modifications, improvements, expansions, extensions, upgrades, updates, enhancements and replacements provided by Leafly or any Leafly Related Entity in connection with the Services or otherwise.  In addition, it is expressly agreed and understood that articles and any other content created by or on behalf of Leafly or any Leafly Related Entity shall be deemed Leafly Content, but excluding, in any case, any Licensed Retailer Marks that may be contained in such articles or other content.  

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

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

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

“Licensed Retailer” means you, the fully-licensed and legally compliant dispensary.

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

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

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

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

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

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

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

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

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

“Service 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, the Reservation functionality (if applicable), and any other services described in a Service Order.  The Services do not extend to the facilitation or consummation of any Transaction whatsoever, which is solely between the Licensed Retailer and the End User.

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

Transaction” means the exchange of monies for Licensed Retailer’s goods or services at the Licensed Retailer’s physical storefront.

  1.       Services.
    1. General.  Subject to this Agreement, including the timely payment of all amounts owed, Leafly will use commercially reasonable efforts to provide the Services consistent with Leafly’s normal business practices.  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 Laws, including Laws regulating the sale and distribution of cannabis products.
    6. User Reviews. Leafly has no affirmative obligation 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 violation the above-referenced Terms of Use.
  1.       Leafly Obligations. Leafly will use commercially reasonable efforts to provide and maintain the Services to Licensed Retailer, consistent with Leafly’s normal business practices.  Licensed Retailer acknowledges and agrees that Leafly’s performance of its obligations under this Agreement and the performance of the Services are contingent on Licensed Retailer’s ability to fulfill its obligations as set forth in this Agreement. The Parties acknowledge and agree that the Services and any Reservations are not connected to or dependent on any Transaction that may occur between Licensed Retailer and any End User or other customer.
  2.       Licensed Retailer Reservation Obligations.  In order to preserve the goodwill of Leafly, the Licensed Retailer shall use its best efforts to follow up on Reservations, if applicable, made by End Users delivered through the Services, in addition to any and all obligations under this Agreement.  In particular and not by way of limitation, as applicable:
    1. Reservation Dashboard Management.  Licensed Retailer will maintain an accurate offering of Reservation Items and Substitution Items; manage Reservations, including confirming or rejecting Reservations in commercially reasonable manner; and communicate with the End User regarding the Reservation.
    2. Operating Hours.  Licensed Retailer shall provide and maintain the accuracy of its Operating Hours on its Retailer Page and remain open during said Operating Hours.
    3. Communication with the End User.  Licensed Retailer, upon the confirmation of the Reservation, is fully responsible for all communication through the Services with the End User related to the Reservation.

This Section 4 shall not apply where there are no Reservations.

  1.       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 non-exclusive, royalty-free, worldwide right and license to use and reproduce Licensed Retailer Marks and Licensed Retailer Content during the Term solely for purposes of performing the Services, and 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 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) that 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.
  1.         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.
  2. 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 7.1 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, menu views, pricing of products, 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 (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. is confidential and 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, whether national, state, 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 and current. 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 dispensary, retail location, and/or medical provider entity or a competitor’s cannabis dispensary, 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 dispensary 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.
  3. Payments.
    1. Fees.  Licensed Retailer shall pay the fees set forth by Leafly in the applicable Service Order, invoice, subscription payment schedule, or other writing under this Agreement. Leafly may increase fees at any time, provided it gives Licensed Retailer at least thirty (30) days prior written notice. 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 authorizes Leafly to initiate ACH debits from Licensed Retailer’s bank account for the amount of any fees owed to Leafly within three (3) days of Leafly delivering an invoice to Licensed Retailer for such fees.  Late payments are subject to a late charge equal to the lesser of (i) one and one-half percent (1½%) per month and (ii) the highest rate permitted by applicable Law.
  4. Term and Termination.
    1. Term.  Unless stated otherwise in a Service Order, the Term of this Agreement begins on the date Licensed Retailer registers with Leafly and continues until termination in accordance with this Agreement.  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 are determined by either Party, or by a regulatory authority or court having competent jurisdiction, to violate any Law, 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. 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 make the final payment to Leafly in accordance with the terms of this Agreement and any applicable Service Orders.
      3. Licensed Retailer shall no longer have access to any of the Services under this Agreement.
      4. To the extent Licensed Retailer is in possession or control of any Leafly Property, Licensed Retailer must return such Leafly Property to Leafly within seven (7) business days of the expiration of the applicable Service Order.
      5. 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, 5.2, 5.4, 5.5, 7.1, 8.2, 9-15.
  1.       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 10.1, regardless of the preparer.
    2. Exceptions.  Sections 10.3, 10.4 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.
  1.       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 in good standing all applicable, required licensure necessary to its business, including but not limited to:  retail license(s) as prescribed and permitted by the licensing board, authority or similar regulatory body for the city, town, county and/or state (each as applicable) in which Licensed Retailer operates its store(s); and the governmental cannabis licensing commission for the state in which Licensed Retailer operates, if such governmental regulatory licensing framework exists, and that it shall promptly provide copies of the same to Leafly upon request at any time; (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; (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; 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 11.1, 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.
  1.       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 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.
  2.       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. LICENSED RETAILER EXPRESSLY WAIVES AND RELEASES LEAFLY FROM ANY AND ALL LIABILITY, CLAIMS, OR DAMAGES ARISING FROM OR IN ANY WAY RELATED TO LICENSED RETAILER’S USE OF THE SERVICES AND ANY SERVICES OFFERED VIA USE OF THE SERVICE.  

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.

  1. 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.
  2.       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.  This Agreement shall be governed by and construed in accordance with the Laws of the Washington State, without regard to the conflict of law principles thereof.

Arbitration Agreement:  By agreeing to this Agreement, you agree that you are required to resolve any claim that you may have against Leafly on an individual basis in arbitration, as set forth in this Agreement. This will preclude you from bringing any class, collective, or representative action against Leafly, and also preclude you from participating in or recovering relief under any current or future class, collective, consolidated, or representative action brought against Leafly by someone else 

(a) Agreement to Binding Arbitration Between You and Leafly. You and Leafly agree that any dispute, claim or controversy arising out of or relating to (a) this Agreement or the existence, breach, termination, enforcement, interpretation or validity thereof, or (b) your access to or use of the Services at any time, whether before or after the date you agreed to this Agreement, will be settled by binding arbitration between you and Leafly, and not in a court of law. All arbitration proceedings and the Arbitrator’s ruling will be CONFIDENTIAL. You acknowledge and agree that you and Leafly are each waiving the right to a trial by jury or to participate as a plaintiff or class member in any purported class action or representative proceeding.  Any arbitration will be conducted only on an individual basis and not in a class, collective, consolidated, or representative proceeding. However, you and Leafly each retain the right to bring an individual action in small claims court and the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of a party’s copyrights, trademarks, trade secrets, patents or other intellectual property rights as provided for in Section 13.4 below.

(b) Rules and Governing Law. The arbitration will be administered by the American Arbitration Association (“AAA”) in accordance with the AAA’s Commercial Arbitration Rules and, where applicable, the Supplementary Procedures for Consumer Related Disputes (the “AAA Rules”) then in effect, except as modified by this Arbitration Agreement. The AAA Rules are available at www.adr.org/arb_med or by calling the AAA at 1-800-778-7879. The parties agree that the arbitrator (“Arbitrator”), and not any federal, state, or local court or agency, shall have exclusive authority to resolve any disputes relating to the interpretation, applicability, enforceability or formation of this Agreement, including any claim that all or any part of this Agreement is void or voidable. The Arbitrator shall also be responsible for determining all threshold arbitrability issues, including issues relating to whether this Agreement is unconscionable or illusory and any defense to arbitration, including waiver, delay, laches, or estoppel. Notwithstanding any choice of law or other provision in this Agreement, the parties agree and acknowledge that this Agreement evidences a transaction involving interstate commerce and that the Federal Arbitration Act, 9 U.S.C. § 1 et seq. (“FAA”), will govern its interpretation and enforcement and proceedings pursuant thereto. It is the intent of the parties that the FAA and AAA Rules shall preempt all state laws to the fullest extent permitted by law. If the FAA and AAA Rules are found to not apply to any issue that arises under this Agreement or the enforcement thereof, then that issue shall be resolved under the laws of the state of Washington.

(c) Process. A party who desires to initiate arbitration must provide the other party with a written Demand for Arbitration as specified in the AAA Rules. (The AAA provides a form Demand for Arbitration – Commercial Arbitration Rules at www.adr.org or by calling the AAA at 1-800-778-7879). The Arbitrator will be either (1) a retired judge or (2) an attorney specifically licensed to practice law in the state of Washington and will be selected by the parties from the AAA’s roster of commercial dispute arbitrators. If the parties are unable to agree upon an Arbitrator within seven (7) days of delivery of the Demand for Arbitration, then the AAA will appoint the Arbitrator in accordance with the AAA Rules.

(d) Location and Procedure. Unless you and Leafly otherwise agree, the arbitration will be conducted in King County, Washington. If your claim does not exceed $10,000, then the arbitration will be conducted solely on the basis of documents you and Leafly submit to the Arbitrator, unless you request a hearing or the Arbitrator determines that a hearing is necessary. If your claim exceeds $10,000, your right to a hearing will be determined by the AAA Rules. Subject to the AAA Rules, the Arbitrator will have the discretion to direct a reasonable exchange of information by the parties, consistent with the expedited nature of the arbitration.

(e) Arbitrator’s Decision. The Arbitrator will render an award within the time frame specified in the AAA Rules. Judgment on the arbitration award may be entered in any court having competent jurisdiction to do so. The Arbitrator may award declaratory or injunctive relief only in favor of the claimant and only to the extent necessary to provide relief warranted by the claimant’s individual claim. An Arbitrator’s decision shall be final and binding on all parties. An Arbitrator’s decision and judgment thereon shall have no precedential or collateral estoppel effect. If you prevail in arbitration you will be entitled to an award of attorneys’ fees and expenses, to the extent provided under applicable law. 

(f) Fees. Your responsibility to pay any AAA filing, administrative and arbitrator fees will be solely as set forth in the AAA Rules. 

(g) Changes. Notwithstanding the provisions in Section 11 below, regarding consent to be bound by amendments to this Agreement, if Leafly changes this Arbitration Agreement after the date you first agreed to this Agreement (or to any subsequent changes to this Agreement), you may reject any such change by providing Leafly written notice of such rejection within 30 days of the date such change became effective, as indicated in the “Last Updated” date above. This written notice must be provided either (a) by mail or hand delivery to our registered agent for service of process, c/o Leafly (the name and current contact information for the registered agent in each state are available online at https://www.cscglobal.com/cscglobal/pdfs/CSC-registered-agent-addresses.pdf or (b) by email from the email address associated with your Account to: legal@Leafly.com. In order to be effective, the notice must include your full name and clearly indicate your intent to reject changes to this Arbitration Agreement. By rejecting changes, you are agreeing that you will arbitrate any dispute between you and Leafly in accordance with the provisions of this Arbitration Agreement as of the date you first agreed to this Agreement (or to any subsequent changes to this Agreement).

(h) Severability and Survival. If any portion of the Arbitration Agreement is found to be unenforceable or unlawful for any reason, (1) the unenforceable or unlawful provision shall be severed from the Arbitration Agreement; (2) severance of the unenforceable or unlawful provision shall have no impact whatsoever on the remainder of the Arbitration Agreement or the parties’ ability to compel arbitration of any remaining claims on an individual basis pursuant to the Arbitration Agreement; and (3) to the extent that any claims must therefore proceed on a class, collective, consolidated, or representative basis, such claims must be litigated in a civil court of competent jurisdiction located in King County, Washington, and not in arbitration, and the parties agree that litigation of those claims shall be stayed pending the outcome of any individual claims in arbitration.

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 U.S. 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.  

15.10        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. This Agreement, any applicable Service Order(s)(which are hereby incorporated by this reference), and the current Commercial Terms of Use (“CTOU”) found at https://www.leafly.com/company/commercialtos (which is hereby incorporated by this reference) contains 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 between the Parties regarding such subject matter whether written or oral, including but not limited to previous versions of the 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. In the event of a direct conflict between this Agreement and the current CTOU, the CTOU shall prevail. We may make changes and/or modifications to this Agreement from time to time. We will provide notice of any material changes to this Agreement at https://www.leafly.com/company/commercialtos. Your continued use of the Services after we post such changes will constitute your acceptance of such changes or modifications.


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-TIME One-time charge for one-time delivery of service or product (e.g. Deals Email Blast, Event Sponsorship fee, Mobile Push Notification)
MONTHLY / MONTH-TO-MONTH Monthly recurring subscription; one-month fees paid for services to be rendered for determined one-month term
PREPAY Multi-month subscription term; full-term fees paid for services to be rendered for determined multi-month term

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

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

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

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

• Small map marker on map view directory

• Unlimited Menu Items

• Gain Reviews

• Gain Followers

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

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

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

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

• Logo and Cover Photo Upload

• Unlimited Menu Items

• Gain Reviews

• Gain Followers

• 10-Photo gallery

• Post Updates

STANDARD • Access to BIZ to maintain Leafly account

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

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

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

• Logo and Cover Photo Upload

• Unlimited Menu Items

• Gain Reviews

• Gain Followers

• 10-Photo gallery

• Post Updates

• Post up to 10 Deals or Specials

• Respond to Reviews

• Photos in Menu

PRO / PROFESSIONAL • Access to BIZ to maintain Leafly account

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

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

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

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

• Logo and Cover Photo Upload

• Unlimited Menu Items

• Gain Reviews

• Gain Followers

• Unlimited photo gallery

• Post Updates

• Post up to 10 Deals or Specials

• Respond to Reviews

• Photos in Menu

• Leafly Learn

ADD-ON PRODUCTS
CUSTOM LOGO MAP MARKER Larger, prominent map marker with business’s logo (replacing the otherwise default storefront icon), stacking over Pro, Standard, Basic, Starter and Informational listing markers
STRAIN SPONSORSHIP Business logo and ‘SPONSORED BY’ text on specific Strain Page, geo-targeted to users near your business’s address
MOBILE FEATURE Featured Location placement with custom image in Android and iOS Leafly mobile apps, geo-targeted to users near your business’s address
HOMEPAGE FEATURE 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
MOBILE BANNER Static banner ad on the map view directory in Android and iOS Leafly mobile apps
MAP SPOTLIGHT 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 #3 Premium placement as #3 on the list view directory, paired with largest map marker treatment with business logo, stacking over Custom Logo, Pro, Standard, Basic, Starter and Informational listing map markers; may be targeted to zip code(s) outside of business’s physical location, but within state or province.
PLATINUM PLACEMENT #2 Premium placement as #2 on the list view directory, paired with largest map marker treatment with business logo, stacking over Platinum #3, Custom Logo, Pro, Standard, Basic, Starter and Informational listing map markers; may be targeted to zip code(s) outside of business’s physical location, but within state or province.
PLATINUM PLACEMENT #1 Premium placement as #1 on the list view directory, paired with largest map marker treatment with business logo, stacking over Platinum #2, Platinum #3, Custom Logo, Pro, Standard, Basic, Starter and Informational listing map markers; may be targeted to zip code(s) outside of business’s physical location, but within state or province.
DEALS EMAIL Geo-targeted email blast featuring up to five, pre-determined specials or deals – content subject to approval by Leafly.
MOBILE PUSH NOTIFICATION Geo-targeted push notification featuring a pre-determined special or deal – content subject to approval by Leafly.
DISPENSARY SHOWCASE VIDEO One- to three-minute video produced by Leafly showcasing storefront business that will live on business’s Leafly profile and LeaflyTV.
EVENT SPONSORSHIP One-time sponsorship fee for a Leafly-produced or Leafly-sponsored event, deliverables dependent and determined by sponsorship level agreement
PICK-UP LEAD GENERATION One-time sponsorship fee for a Leafly-produced or Leafly-sponsored event, deliverables dependent and determined by sponsorship level agreement

One-time, up-front charge for lead(s) generated for Leafly Pick-Up Service

INSIGHTS Access to the Insights tab in BIZ to view and compare consumer trends related to strains, articles, local competitors, and product-specific pricing data in local markets. Available only to Pro subscribers.