1. Definitions

“Affiliate” means any entity that directly controls, is controlled by, or is under common control with the party specified. “Control,” for purposes of this definition, means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity.

“Applicable Law” means all laws, rules, statutes, subordinate legislation, regulations, by-laws, orders, ordinances, protocols, codes, guidelines, policies, notices, directions or judicial, arbitral, administrative, ministerial or departmental judgments, or other requirements, directives or guidelines published or in force at any time during the term of this MSA that applies to or is otherwise intended to govern such party provided, that, so long as “marihuana” is a controlled substance pursuant to the Controlled Substances Act, 21 U.S.C. § 801 et seq., as amended, then “Applicable Law” hereunder shall not include any U.S. federal laws, civil, criminal or otherwise, as such relate, either directly or indirectly, to the cultivation, harvesting, manufacturing, production, distribution, sale and possession of cannabis, marijuana or related substances or products containing or relating to the same (“Cannabis Products”), including, without limitation, the prohibition on drug trafficking under 21 U.S.C. § 841(a), et seq., the conspiracy statute under 18 U.S.C. § 846, the bar against aiding and abetting the conduct of an offense under 18 U.S.C. § 2, the bar against misprision of a felony (concealing another’s felonious conduct) under 18 U.S.C. § 4, the bar against being an accessory after the fact to criminal conduct under 18 U.S.C. § 3, and federal money laundering statutes under 18 U.S.C. §§ 1956, 1957, and 1960 and the regulations and rules promulgated under any of the foregoing (“Federal Cannabis Laws”).

“Authorized Users” Unless otherwise specifically provided in the Order Form, Authorized Users will only consist of individuals who are: (i) employees of User, and (ii) subject to Section 9 (Confidentiality and Data Security).

“Content” means all content (other than User Submissions) featured or displayed on the Sites or as part of the Services, including without limitation articles, text, graphics, photographs, images, video material, audio material, including sound recordings, software, LeafLink logos, names, and button icons.

“Data Feed” means the proprietary data that LeafLink has compiled and delivered to you subject to and conditioned on your payment of Fees related to the Data Feed and your compliance with the terms and conditions of LeafLink’s service provider, Sigma Computing, Inc. (“Sigma”), available at: https://www.sigmacomputing.com/main-service-agreement. The Data Feed will be delivered electronically via Sigma.  LeafLink may change or modify the means of delivery upon reasonable prior notice to you. 

“LeafLink Markets” all states and territories in which LeafLink Services are offered.

“Order Form” or “Purchase Order” means each written order or online order between you and LeafLink that specifies mutually agreed upon rates for Services to be provided under this MSA and any commercial terms related thereto. 

“Retailer” means an individual or entity who is licensed by state and local government regulatory or licensing authorities to purchase cannabis.

“Services” means the products and services provided by LeafLink or its Affiliates, as applicable, that are ordered by User under an Order Form or Purchase Order.

“Sites” means the LeafLink website located at https://leaflink.com, and its network of websites and software applications.

“User” means the organization on whose behalf you are accepting or otherwise agreeing to the terms of this MSA.

“Vendor” or “Producer” or “Brand” means an individual or entity who is licensed by state and local government regulatory or licensing authorities to sell cannabis.

2. Cannabis Law Disclaimer.

a. Controlled Substances Act. 4.1. THE PRODUCTION, SALE, POSSESSION AND USE OF CANNABIS IS ILLEGAL IN THE UNITED STATES UNDER THE CONTROLLED SUBSTANCES ACT (“CSA”). CANNABIS IS CURRENTLY CLASSIFIED AS A SCHEDULE I CONTROLLED SUBSTANCE UNDER THE CSA. THE U.S. SUPREME COURT HAS CONFIRMED THAT THE U.S. FEDERAL GOVERNMENT HAS THE RIGHT TO REGULATE AND CRIMINALIZE CANNABIS, INCLUDING FOR MEDICAL PURPOSES, AND THAT U.S. FEDERAL LAW CRIMINALIZING THE USE OF CANNABIS PREEMPTS STATE LAWS THAT LEGALIZE ITS USE. WHILE THE PURCHASE AND SALE OF CANNABIS IS CURRENTLY LEGAL UNDER LAWS OF THE LEAFLINK MARKETS, THEY ARE SUBJECT TO CHANGE AND THE SALE AND POSSESSION OF MEDICAL AND RECREATIONAL CANNABIS MAY REMAIN ILLEGAL UNDER U.S. FEDERAL LAW. YOU CONTINUE TO BE AT RISK OF BEING PROSECUTED BY U.S. FEDERAL AUTHORITIES. FURTHER, THE LANDSCAPE IN THE CANNABIS INDUSTRY CHANGES RAPIDLY. WHAT PREVIOUSLY WAS THE LAW MAY NOT BE THE LAW TODAY OR IN THE FUTURE. THIS MEANS THAT AT ANY TIME THE U.S. FEDERAL LAW, OR THE APPLICABLE LAWS OF THE LEAFLINK MARKETS, CAN CHANGE OR THAT THE U.S. FEDERAL GOVERNMENT CAN SUPERSEDE THESE LAWS AND/OR TAKE PROSECUTORIAL ACTION.

b. LeafLink Does Not Hold a License. LEAFLINK DOES NOT POSSESS A LICENSE FROM ANY STATE TO TRANSACT ANY BUSINESS RELATING TO THE PURCHASE OR SALE OF MEDICAL OR RETAIL MARIJUANA. LEAFLINK DOES NOT PROVIDE CANNABIS SALES, AND LEAFLINK IS NOT A RETAILER, SUPPLIER, RESELLER, DISTRIBUTOR, AGENT, REPRESENTATIVE OR SUBCONTRACTOR OF ANY SUPPLIER OR RETAILER. YOU ACKNOWLEDGE AND AGREE THAT, IN THE PERFORMANCE OF SERVICES OR OTHERWISE, LEAFLINK SHALL NOT TAKE, OR BE DEEMED TO HAVE TAKEN, DIRECTLY OR INDIRECTLY, POSSESSION OR CONTROL OF, OR ANY RELATED ACTION WITH RESPECT TO, ANY CANNABIS PRODUCT. ANY DECISION BY YOU OR ANOTHER LEAFLINK ACCOUNT HOLDER TO SELL PRODUCTS TO A RETAILER OR ACCEPT PRODUCTS FROM A VENDOR IS A DECISION MADE IN YOUR SOLE DISCRETION OR ANOTHER ACCOUNT HOLDER’S SOLE DISCRETION. LEAFLINK’S SITES OFFER INFORMATION AND THE ABILITY TO CONNECT VENDORS AND RETAILERS WITH EACH OTHER, BUT LEAFLINK DOES NOT INTEND TO PROVIDE SUPPLIER, RETAILER, OR DISTRIBUTIONS SERVICES OR ACT IN ANY MANNER AS A CANNABIS VENDOR OR RETAILER. LEAFLINK DISCLAIMS ALL RESPONSIBILITY OR LIABILITY FOR ANY SALE OF CANNABIS. LEAFLINK FURTHER DISCLAIMS ANY AND ALL RESPONSIBILITY OR LIABILITY FOR TRANSACTIONS WHICH OCCUR BETWEEN ENTITIES WHICH ARE OR ARE NOT LICENSED BY THE LEAFLINK MARKETS TO BUY OR SELL MARIJUANA IN THE MANNER CONTEMPLATED HEREIN. THE POSSESSION, DISTRIBUTION, PRODUCTION, OF CANNABIS AND CANNABIS PRODUCTS OR CONSPIRING OR ASSISTING SOMEONE TO DO THE SAME IS ILLEGAL UNDER FEDERAL LAW AND THE LAWS OF MANY STATES.

c. Fee Structure. REGARDLESS OF THE STRUCTURE OF THE FEES (WHETHER THE FEES ARE STRUCTURED AS FLAT PAYMENTS OR BASED ON A PERCENTAGE OF GOODS TRANSACTED) YOU AND LEAFLINK ACKNOWLEDGE AND AGREE THAT THE FEES ARE INTENDED TO REFLECT THE VALUE OF THE SITE AND SERVICES PROVIDED BY LEAFLINK AND IN NO EVENT SHALL THE FEES BE CONSIDERED (I) OWNERSHIP, (II) PARTICIPATION IN THE OVERALL REVENUE OR PROFIT OF ANY LICENSEE, (III) A LOAN, OR (IV) ANY KIND OF DIRECT OR INDIRECT FINANCIAL INTEREST. IN THE EVENT ANY GOVERNMENTAL ENTITY CONSIDERS THE FEES PAID UNDER THIS THIS MSA, THE SITE AND/OR THE SERVICES, EITHER INDIVIDUALLY OR COLLECTIVELY, TO EXCEED A THRESHOLD THAT WOULD INDICATE A FORM OF OWNERSHIP UNDER APPLICABLE LAW, THEN, AT THE SOLE DISCRECTION OF LEAFLINK, SUCH EXCESS AMOUNT SHALL BE PLACED BY YOU INTO ESCROW AND PAID OUT IN A MANNER THAT IS COMPLIANT WITH APPLICABLE LAW. 

d. Absence of Control. IN ORDER TO COMPLY WITH APPLICABLE LAW, YOU AND LEAFLINK ACKNOWLEDGE AND AGREE ANY PROPOSED OR ACTUAL TRANSACTION CONDUCTED ON THE SITE AND ANY USE OF THE SERVICES IS AN ARM’S’ LENGTH TRANSACTION, SUCH THAT LEAFLINK IS NOT EXERTING ANY CONTROL, MANAGEMENT, DIRECTION OR OWNERSHIP OVER YOU.  TO ENSURE CONTINUED COMPLIANCE WITH APPLICABLE LAW, IN THE EVENT ANY GOVERNMENTAL ENTITY DETERMINES YOUR USE OF THE SITE OR THE SERVICES (i) NO LONGER ESTABLISHES AN ARM’S LENGTH TRANSACTION OR (ii) ESTABLISHES CONTROL, MANAGEMENT, DIRECTION OR OWNERSHIP BY LEAFLINK OVER YOU, LEAFLINK RESERVES THE RIGHT TO ADJUST THIS MSA, THE SITE AND/OR THE SERVICES TO REFLECT AN ARM’S LENGTH TRANSACTION OR REMOVE ANY CONTROL, MANAGEMENT, DIRECTION OR OWNERSHIP BY LEAFLINK OVER YOU.

e. User Assumption of Risk. YOU ASSUME ALL CRIMINAL AND CIVIL RISK RELATED TO ANY PROPOSED OR ACTUAL TRANSACTION CONDUCTED ON THE SITE OR YOUR USE OF THE SERVICES. YOU ARE RESPONSIBLE FOR ENSURING THE LEGALITY OF ANY TRANSACTION CONDUCTED ON THE SITE OR YOUR USE OF THE SERVICES. LEAFLINK MAKES NO REPRESENTATION OF ANY KIND WHATSOEVER THAT THE TRANSACTIONS CONDUCTED BY YOU ON THIS SITE ARE LAWFUL UNDER FEDERAL, STATE, OR LOCAL LAW.

3. User Responsibilities, Representations, and Warranties.

You represent and warrant that:

a. Your use of the LeafLink Services is in compliance with Applicable Law;

b. You have obtained, and that you will maintain, all licenses, permits, approvals, and/or related requirements required by Applicable Law to conduct the activities contemplated by this MSA, including, without limitation, the possession, manufacturing, and distribution of Cannabis Products;

c. You are located within the LeafLink Markets or otherwise located in a jurisdiction where your access to our Sites is not prohibited;

d. You will provide accurate, current and complete information about User and any Authorized Users as prompted by the account registration pages, including but not limited to any requested cannabis-related license information with respect to applicable state, local, federal law (such information being the “Registration Data”);

e. You will maintain and promptly update the Registration Data to keep it accurate, current and complete. If you provide any information that is inaccurate, not current, or incomplete, or LeafLink has reasonable grounds to suspect that such information is inaccurate, not current, or incomplete, LeafLink reserves the right, in its sole discretion, to suspend or terminate your account and refuse any and all current or future use of the Sites (or any portion thereof) or Services;

f. You will immediately notify LeafLink of any change in the status of your legal authorization to possess, transport, manufacture, distribute and/or deliver Cannabis Products within the LeafLink Markets; including the expiration, suspension, cancellation, revocation, nonexistence or invalidation of any Cannabis-related license to which you are or should be subject under Applicable Law;

g. You will immediately notify LeafLink of any warnings, orders, penalties and sanctions received from any state or local government regulatory or licensing authority in the United States related to non-compliance with Applicable Law related to the possession, processing, purchase or sale, cultivation, transportation, distribution, and/or delivery of Cannabis Products, and any disciplinary actions, inspections, suspensions or cancellations of any Cannabis-related authorization, approval, consent, license or permit you hold.

4. LeafLink’s Responsibilities and Representations.

LeafLink hereby represents, warrants and covenants that it will comply in all material respects with Applicable Law that applies to or is otherwise intended to govern or regulate any person, property, transaction, activity, event or other matter, including any rule, order, judgment, directive or other requirement or guideline issued under Applicable Law.

5. Subscription Grant and Right of Use.

a. Access and Use. Subject to all limitations and restrictions contained herein and on the Order Form, LeafLink grants you a subscription and non-exclusive, and nontransferable right to access and use (and permit Authorized Users to access and use) the LeafLink Sites and Services solely for LeafLink customers’ and their Affiliates’ internal business purposes in accordance with the terms specified in applicable Order Form.

b. Access and Use Restrictions. You shall not (directly or indirectly): (a) copy or reproduce the Sites or Services or any portion thereof, except as permitted under this MSA; (b) remove or destroy any copyright, trademark or other proprietary marking or legends placed on or contained in the Sites or Services; (c) publish, enhance, or display any compilation or directory based upon information derived from use of the Sites or Services; (d) assign, sell, resell, sublicense, rent, lease, time-share, disclose, release, deliver distribute or otherwise transfer the rights granted to you under this MSA to any third party except as expressly set forth herein; (e) modify, reverse engineer, or disassemble the Services; (f) except to the limited extent Applicable Law specifically prohibits such restriction, decompile, attempt to derive the source code or underlying ideas or algorithms of any part of the Services or attempt to recreate the Services or use the Services for any competitive or benchmark purposes; (g) create, translate or otherwise prepare derivative works based upon the Services or Materials (as defined in Section 8); (h) interfere with or disrupt the integrity or performance of the LeafLink Services or servers or networks connected to the LeafLink Services, or disobey any requirements, procedures, policies, related to the LeafLink Services; (i) use the LeafLink Services in any manner that could interfere with, disrupt, negatively affect, damage, disable, overburden, or impair the functioning of the LeafLink Services by any means, including uploading or otherwise disseminating viruses, adware, spyware, worms, or other malicious code; (j) attempt to gain unauthorized access to the Services or its related systems or networks, or perform unauthorized penetrating testing on the Services; or (k) use the Services in a manner that infringes on the intellectual property rights, publicity rights, or privacy rights of any third party, or to store or transfer defamatory, trade libelous or otherwise unlawful data. 

c. Login Access to the Services. You are solely responsible for ensuring: (i) that only appropriate Authorized Users have access to the Services; (ii) that such Authorized Users have been trained in proper use of the Services; and (iii) proper usage of passwords, tokens, and access procedures with respect to logging into the Site and/or accessing the Services.  LeafLink reserves the right to refuse registration of, or to cancel, login IDs that it reasonably believes to violate the terms and conditions set forth in this MSA.  In addition to the rights set forth in this MSA LeafLink may suspend your use of the Services if there is an unusual and material spike or increase in your use of its Services and LeafLink reasonably suspects or knows that such traffic is fraudulent or materially or negatively impacting the operation capability of the Services.  You agree to immediately notify LeafLink of any unauthorized use or any other breach of security of which you become aware.

6. Payments and Taxes.

a. Form(s), which may be modified or amended as a result of subscription upgrades and/or the purchase of additional products and services (the “Fees”). Notwithstanding the foregoing, LeafLink may modify its standard fees from time to time (a “Fee Change”). In the event of a Fee Change, we will provide twenty (20) days notice before the Fee Change goes into effect. For the avoidance of doubt, this includes LeafLink’s right to increase subscription fees or to introduce new charges for products and services. 

b. Payment Terms. Payment of the Fees shall be subject to the following terms (the “Payment Terms”):

• You will pay LeafLink the Fees in U.S. dollars monthly in advance via credit card, direct debit or other mutually agreed process. 
• If payment of the Fees is not received within 30 days of the due date, LeafLink may impose a late fee, suspend Services, or both, in its sole discretion.
• By submitting a payment using a credit or debit card, or by providing bank account numbers or other information necessary to facilitate payment, you are certifying that you are an authorized user of the card or bank account(s) that is used to pay for the products and services.
• In the event legal action is necessary to collect on balances due, you agree to reimburse LeafLink and its vendors or agents for all expenses incurred to recover sums due, including attorneys’ fees and other legal expenses.

c. Fee Disputes. All amounts payable to us shall be paid in full and without any setoff, recoupment, counterclaim, deduction, debit or withholding for any reason. If you, believe that LeafLink has billed you incorrectly, you must pay the undisputed portion of the invoice and submit written notice to LeafLink regarding the disputed amount, which notice shall include documentation supporting the alleged billing error (each such notice, a “Fee Dispute Notice”). A Fee Dispute Notice must be submitted to LeafLink within thirty (30) days from the date the invoice at issue is received by you. You waive the right to dispute any Fees not disputed within such thirty (30) day period.

d. Taxes. All Fees and other amounts payable by you under this MSA are exclusive of taxes and similar assessments. You are responsible for all sales, use and excise taxes, and any other similar taxes, duties and charges of any kind imposed by any federal, state, or local governmental or regulatory authority on any amounts payable by you hereunder, other than any taxes imposed on LeafLink’s income. In the vent that LeafLink determines federal, state or local sales tax is due and such tax was not included in your original invoice, LeafLink reserves the right to send a subsequent invoice for such tax and collect such tax from you.

7. Intellectual Property and Licenses.

LeafLink Services are owned and operated by LeafLink.  Unless otherwise indicated, all Content, information, and other materials on the LeafLink Sites and Services (excluding User Submissions, set out in Section 10 below), including, without limitation, LeafLink’s Data Feed, trademarks and logos, the visual interfaces, graphics, design, compilation, information, software, computer code (including source code or object code), services, text, pictures, information, data, sound files, other files, and the selection and arrangement thereof (collectively, the “Materials”) are protected by relevant intellectual property and proprietary rights and laws.  All Materials are the property of LeafLink, or its subsidiaries or affiliated companies and/or third-party licensors.  Unless otherwise expressly stated in writing by LeafLink, by agreeing to this MSA you are granted a limited, non-sublicensable, and non-transferable license (i.e., a personal and limited right) to access and use the LeafLink Services for internal business use only.   

LeafLink reserves all rights not expressly granted in this MSA.  Any use of the LeafLink Services or the Materials except as specifically authorized in this MSA, without the prior written permission of LeafLink, is strictly prohibited and may violate intellectual property rights or other laws. Unless explicitly stated in this MSA, nothing in them shall be interpreted as conferring any license to intellectual property rights, whether by estoppel, implication, or other legal principles. LeafLink can terminate this license as set out in Section 17.

8. Confidentiality, Data Use and Data Security.

a. Confidential Information. From time to time during the Term, we may disclose or make available to you information about our business affairs, products, confidential intellectual property, trade secrets, third-party confidential information, and other sensitive or proprietary information, marked, designated, or otherwise identified as “confidential” (collectively, “Confidential Information”). For purposes of this MSA, the Data Feed is deemed to be Confidential Information of LeafLink. Confidential Information does not include information that, at the time of disclosure is: (i) in the public domain; (ii) known to you at the time of disclosure; (iii) rightfully obtained by you on a non-confidential basis from a third party; or (iv) independently developed by you. 

b. Restrictions on Use and Disclosure.  You should use the same degree of care that you use to protect your own confidential information (but not less than reasonable care) to: (a) use our Confidential Information only as permitted under this MSA; 2) only disclose our Confidential Information to employees who have a need to know the Confidential Information in order to perform as contemplated hereunder and have agreed to be bound by a confidentiality obligation not less protective than that contained in this Agreement. At any time upon written request, you shall promptly return or destroy all copies, of our Confidential Information.

c. Data Security. You agree that you shall use all reasonable legal, organizational, physical, administrative, and technical measures, and security procedures to comply with LeafLink’s Privacy Policy, safeguard and ensure the security of the Confidential Information, and to protect the Confidential Information from unauthorized access, disclosure, duplication, use, modification, or loss.

d. Equitable Relief. Each party acknowledges and agrees that a breach or threatened breach by such party of any of its obligations under this section entitled “Confidentiality and Data Security” would cause the other party irreparable harm for which monetary damages would not be an adequate remedy and agrees that, in the event of such breach or threatened breach, the other party will be entitled to equitable relief, including a restraining order, an injunction, specific performance, and any other relief that may be available from any court, without any requirement to post a bond or other security, or to prove actual damages or that monetary damages are not an adequate remedy. Such remedies are not exclusive and are in addition to all other remedies that may be available at law, in equity, or otherwise.

e. Use of Certain Data. As you interact with the LeafLink Services the Services collect inventory and/or transactional information about your cannabis business (the “Business Data”). We do not claim ownership of your Business Data. However, by providing Business Data, you grant us and our affiliates and Service Providers, and each of their and our respective licensees, successors, and assigns the right to use, reproduce, modify, perform, display, distribute, and otherwise disclose to third parties any such material. In addition, we generally anonymize or aggregate data collected through the Services and may use and disclose it for any purpose without your authorization.

Business Data is collected by LeafLink in order to help us and our affiliates develop and offer our new products and services (which may be offered by LeafLink, an affiliate, or by a third party), improve our existing products and services, conduct due diligence and to comply with recordkeeping requirements relating to the sale of cannabis or cannabis related products. We may collect, transmit, store, and use your Business Data to fulfill your requests or provide you with other products, services, or information related to the Service. 

You represent that you have access to this information lawfully, and can give us and our affiliates permission to access and share it, and, in the event we share such data with your state’s traceability system, you agree to comply with the terms, conditions, guidelines and policies of the applicable state traceability system.

9. User Submissions.

a. License to LeafLink.  LeafLink allows you to create, post, display, transmit, and store content or other data or materials on the LeafLink Services (“User Submissions”).  By emailing, submitting, transmitting, uploading, modifying or otherwise providing any materials using the LeafLink Services you grant to LeafLink and its sub-licensees, to the furthest extent and for the maximum duration (including in perpetuity) permitted by Applicable Law, an unrestricted, worldwide, irrevocable, fully sub-licensable, nonexclusive, and royalty-free right to: (a) use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform, and display such User Submissions (including without limitation for promoting and redistributing part or all of the LeafLink Services (and derivative works thereof) in any form, format, media, or media channels now known or later developed or discovered; and (b) use the name, identity, likeness, and voice (or other biographical information) that you submit in connection with such User Submissions. LeafLink reserves the right to sell, license and/or display any advertising, attribution, links, promotional and/or distribution rights in connection with your User Submissions, and LeafLink and its licensors or affiliates will be entitled to retain any and all revenue generated from any sales or licenses of such advertising, attribution, links, or promotional or distribution rights..  

b. User Submission Representations and Warranties. You are solely responsible for your User Submissions and the consequences of posting or publishing it. You represent and warrant that: (1) you own or control all rights in and to the User Submissions or otherwise have sufficient rights and authority to grant the rights granted herein; (2) your User Submissions does not and will not: (a) infringe, violate, or misappropriate 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, or (b) defame any other person; and (3) your User Submissions does not contain any viruses, adware, spyware, worms, or other harmful or malicious code.  LeafLink reserves all rights and remedies against any users who breach these representations and warranties.

c. Content is Uploaded at Your Own Risk.  To the furthest extent permitted by Applicable Law, you hereby agree that LeafLink shall not be liable for any unauthorized copying, use, or distribution of User Submissions by third parties and release and forever waive any claims you may have against LeafLink for any such unauthorized copying or usage of the User Submissions, under any theory. TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE SECURITY MEASURES TO PROTECT USER CONTENT USED BY LEAFLINK HEREIN ARE PROVIDED AND USED “AS-IS” AND WITH NO WARRANTIES, GUARANTEES, CONDITIONS, ASSURANCES, OR OTHER TERMS THAT SUCH SECURITY MEASURES WILL WITHSTAND ATTEMPTS TO EVADE SECURITY MECHANISMS OR THAT THERE WILL BE NO CRACKS, DISABLEMENTS, OR OTHER CIRCUMVENTION OF SUCH SECURITY MEASURES.

10. Prohibited Conduct.

You agree that you will comply with this MSA and will not:

a. create, upload, transmit, distribute, or store any content that is inaccurate, unlawful, infringing, defamatory, obscene, pornographic, invasive of privacy or publicity rights, harassing, threatening, abusive, inflammatory, or otherwise objectionable;

b. impersonate any person, entity or third party or falsely claim an affiliation with any person or entity;

c. sell or promote any counterfeit product or goods (“Counterfeit Goods”) using the Services.  We consider counterfeit or unauthorized goods to be items that imitate an authentic good, particularly by using a brand’s name, logo, or protected design without the brand owner’s consent. Counterfeit Goods are replicas or imitations of authentic products that are aimed at misleading consumers or contain items misrepresented as having been designed, produced, and/or sold by an authorized manufacturer;

d. send junk mail or spam to any User, including without limitation unsolicited advertising, promotional materials, or other solicitation material; bulk mailing of commercial advertising, chain mail, informational announcements, charity requests, petitions for signatures, or any of the preceding things related to promotional giveaways (such as raffles and contests); and other similar activities;

e. defame, harass, abuse, threaten, or defraud users of the LeafLink Services, or collect or attempt to collect, personal information about users or third parties without their consent;

f. delete, remove, circumvent, disable, damage, or otherwise interfere with (i) security-related features of the LeafLink Services or User Submissions, (ii) features that prevent or restrict use or copying of any content accessible through the LeafLink Services, (iii) features that enforce limitations on the use of the LeafLink Services or User Submissions, or (iv) the copyright or other proprietary rights notices on the LeafLink Services or User Submissions;

g. attempt to indicate in any manner, without our prior written permission, that you have a relationship with us or that we have endorsed you or any products or services for any purpose; and LeafLink does not endorse any User Submissions, opinion, recommendation, or advice expressed therein, and, to the extent permitted by applicable law, LeafLink expressly disclaims any and all liability in connection with User Submissions. LeafLink is not liable for any mistakes, defamation, slander, libel, omissions, falsehoods, obscenity, pornography, or profanity you may encounter when using the LeafLink Services. To the fullest extent permitted by applicable law, LeafLink reserves the right to remove, screen, or edit any User Submissions posted or stored on the LeafLink Services at any time and without notice, including where such User Submissions violates this MSA or Applicable Law, and you are solely responsible for creating backup copies of and replacing any User Submissions you post or store on the LeafLink Services at your sole cost and expense. Any use of the LeafLink Services in violation of the foregoing violates these Terms of Service and may result in, among other things, termination or suspension of your rights to use the LeafLink Services.

h. you agree that you will not attempt to do business with, or otherwise solicit, sell to, transact with, or purchase from any other Subscriber in any way that would: (i) adversely affect or otherwise hinder or frustrate the ability of the Company to provide Services; (ii) take any action to circumvent or otherwise take away business from the Company; or (iii) contact, deal with, or otherwise become involved with any Subscriber for the purpose of preventing LeafLink from realizing or recognizing revenue, fees or sales.

11. Modification of This MSA.

LeafLink may amend any of the terms of the MSA by posting the amended terms and updating the “Last Modified” date above.  Please review this MSA and/or other terms periodically for changes.  Your continued use of the LeafLink Sites and Services after the effective date of the revised MSA constitutes your acceptance of the terms. 

12. Advertisements.

LeafLink has the exclusive right to monetize the LeafLink Services, including without limitation, the exclusive right to sell, license, serve, and display advertisements, attribution, links promotional and/or distribution rights on the LeafLink Services. Third-party advertising networks are not allowed to serve advertising through the LeafLink Services. 

13. Trademarks.

LeafLink, LeafLink Sites, LeafLink logos, and any other product or service logo, and all of its Contents, including but not limited to all page headers, page layout or form, images, custom graphics, button icons, and scripts, are trademarks or trade dress of LeafLink, and may not be used in whole or in part in connection with any product or service that is not LeafLink’s, in any manner that is likely to cause confusion among customers or that disparages or discredits LeafLink, without our prior written permission.

Other trademarks, service marks, product names and company names or logos appearing on the LeafLink Sites that are not owned by LeafLink are the property of their respective owners and may not be used without express permission from their owners.

14. Third-Party Sites and Resolution.

This LeafLink Site may enable you to order and receive products, information and services from businesses that are not owned or operated by LeafLink. The purchase, payment, warranty, guarantee, delivery, maintenance, and all other matters concerning the merchandise, services or information, opinion or advice ordered or received from such businesses are solely between you and such businesses. LeafLink does not endorse, warrant, or guarantee such products, information, or services, and is not liable for the accuracy, completeness, or usefulness of such information or the quality of availability of such products or services. LeafLink will not be a party to or in any way responsible for monitoring any transaction between you and third-party providers of such products, services, or information, or for ensuring the confidentiality of your credit card information. Any separate charges or obligations you incur in your dealings with these third parties are your responsibility and are not part of the fee, if any, charged for the LeafLink Service.

Additionally, we make no warranty that: (a) the Third-Party Resources will meet your requirements; (b) the Third-Party Resources will be uninterrupted, timely, secure or error-free; (c) the results from the use of the Third-Party Resources will be effective, accurate or reliable; (d) the quality of the Third-Party Resources will meet your expectations; or (e) if errors or problems occur in connection with a download of the Third-Party Resources obtained from the links on this website, they will be corrected. The links to Third-Party Resources and the related documentation made available on this website are subject to the following conditions: (x) the Third-Party Resources could include technical or other mistakes, inaccuracies or typographical errors; (y) at any time without prior notice, we may make changes to the links pointing to Third-Party Resources or documentation made available on the third-party’s website; and (z) the Third-Party Resources may be out of date, and we make no commitment to update such materials. We assume no responsibility for errors or omissions in the Third-Party Resources or documentation available from their websites. You acknowledge and agree that in no event shall we be liable to you or any third parties for any special, punitive, incidental, indirect or consequential damages of any kind, or any damages whatsoever, including, without limitation, those resulting from loss of use, lost data or profits, inaccurate data, or any liability, arising out of or in connection with the use of Third-Party Resources. When visiting or using these Third-Party Resources, you are subject to their privacy policies, and we encourage you to read them as well as any terms of use or service.

15. Privacy.

We may send you communications about additional products or services that we may provide in the future or about business opportunities in related fields, consistent with applicable law. We may also use your information to contact you about our own and third-parties’ goods and services that may be of interest to you, consistent with applicable law. If you do not want us to use your information in this way, please contact us. 

LeafLink has developed a Privacy Policy to inform you of its practices with respect to the collection, use, disclosure and protection of personal information. You can review our Privacy Policy by clicking here.

16. Term and Termination.

a. Term. The Term of this MSA is as specified in the Order Form, unless earlier terminated as expressly provided herein. Unless specifically agreed otherwise in an Order Form, this MSA and the Order Form will automatically renew at the end of the Term unless LeafLink is notified in writing thirty (30) days prior to the end of the then-current Term.

b. Termination. Each party may terminate this MSA immediately upon written notice to the other party in the event that (i) the other party has made an assignment for the benefit of its creditors; (ii) the other party has filed a voluntary petition or proceeding in bankruptcy or under any federal, provincial or state bankruptcy, enforcement or insolvency or other law for the relief of debtors; or the windup of such other party; (iii) the other party has been appointed a trustee, receiver, monitor, administrator, sales agent, custodian, or liquidator for a portion of such other party’s business or property; (iv) the party shall have filed against such other party and not dismissed within sixty (60) days an involuntary proceeding under any of the foregoing; (v) a government or regulatory authority requires the termination of this MSA; or (vi) any of the representations or warranties set forth in this MSA with respect to the other party is no longer true and correct, or the other party has breached any of the covenants set forth in this MSA. Termination of this MSA shall not relieve the parties of any obligation accruing prior to such termination, and those provisions that by their nature are intended to survive termination of the MSA shall survive including but not limited to existing scheduled deliveries. Any termination of this MSA shall be without prejudice to the rights of either party against the other accrued or accruing under this MSA prior to termination, including the obligation to pay all Fees or required reimbursements through the date of termination. 

c. LeafLink Termination Rights.  Unless otherwise agreed in writing, LeafLink may suspend or terminate your account or your use of the Sites at any time, for any reason or for no reason. We may also block your access to our Sites or Services in the event (i) we are unable to verify or authenticate any information you provide to us; or (ii) we believe that your actions may cause financial loss or legal liability for you, other Users or us. 

17. Warranties and Disclaimer.

a. No Guarantee. LeafLink does not guarantee continuous, uninterrupted or secure access to the Sites or Services, and operation of the Sites and Services may be interfered with by numerous factors outside of our control.

b. Disclaimer. YOUR USE OF THE SITES AND THE SERVICES IS AT YOUR RISK. THE INFORMATION, CONTENT AND SERVICES PROVIDED ON OR THROUGH THE SITES AND THE DATA FEED, ARE PROVIDED “AS IS” WITHOUT ANY WARRANTIES OF ANY KIND INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SECURITY OR NON-INFRINGEMENT OF INTELLECTUAL PROPERTY. NEITHER LEAFLINK, NOR ANY OF ITS AFFILIATES WARRANT THE ACCURACY OR COMPLETENESS OF THE INFORMATION, CONTENT OR SERVICES PROVIDED ON OR THROUGH THE SITES. THE INFORMATION, CONTENT AND SERVICES PROVIDED ON OR THROUGH THE SITES MAY BE OUT OF DATE, AND NEITHER LEAFLINK, NOR ANY OF ITS AFFILIATES MAKES ANY COMMITMENT OR ASSUMES ANY DUTY TO UPDATE SUCH INFORMATION, CONTENT OR SERVICES. THE FOREGOING EXCLUSIONS OF IMPLIED WARRANTIES DO NOT APPLY TO THE EXTENT PROHIBITED BY LAW. PLEASE REFER TO YOUR LOCAL LAWS FOR ANY SUCH PROHIBITIONS. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM LEAFLINK OR THROUGH LEAFLINK SITES AND SERVICES WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.

18. Limitation of Liability, Indemnity and Release.

a. Limitation of Liability. LeafLink does not assume any responsibility, or will be liable, for any damages to, or any viruses that may infect your computer, telecommunication equipment, or other property caused by or arising from your access to, use of, or browsing the Sites, or your downloading of any information or content from the Sites. IN NO EVENT WILL LEAFLINK, OR ANY OF ITS OFFICERS, DIRECTORS, EMPLOYEES, SHAREHOLDERS, AFFILIATES, AGENTS, SUCCESSORS OR ASSIGNS, NOR ANY PARTY INVOLVED IN THE CREATION, PRODUCTION OR TRANSMISSION OF THE SITES OR SERVICES, BE LIABLE TO YOU OR ANYONE ELSE FOR ANY INDIRECT, SPECIAL, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, THOSE RESULTING FROM LOST PROFITS, LOST DATA OR BUSINESS INTERRUPTION) ARISING OUT OF THE USE, INABILITY TO USE, OR THE RESULTS OF USE OF THE SITE OR THE SERVICES, OR THE CONTENT, INFORMATION OR SERVICES CONTAINED ON ANY OR ALL SUCH SITES, WHETHER BASED ON WARRANTY, CONTRACT, TORT OR ANY OTHER LEGAL THEORY AND WHETHER OR NOT ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. YOU SPECIFICALLY ACKNOWLEDGE THAT LEAFLINK SHALL NOT BE LIABLE FOR USER CONTENT OR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY, AND THAT THE RISK OF HARM OR DAMAGE FROM THE FOREGOING RESTS ENTIRELY WITH YOU. THE FOREGOING LIMITATIONS OF LIABILITY DO NOT APPLY TO THE EXTENT PROHIBITED BY LAW. IN THE EVENT OF ANY PROBLEM WITH THE SITES OR ANY CONTENT OR SERVICES THEREON, YOU AGREE THAT YOUR SOLE REMEDY IS TO CEASE USING THE SITES. IN THE EVENT OF ANY PROBLEM WITH THE SERVICES THAT YOU HAVE SUBSCRIBED TO ON OR THROUGH THE SITES, YOU AGREE THAT YOUR SOLE REMEDY, IF ANY, IS TO SEEK A REFUND FOR SUCH SERVICES IN ACCORDANCE WITH THE LEAFLINK REFUNDS POLICY. IN NO EVENT SHALL LEAFLINK’S TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION WHETHER IN CONTRACT, TORT (INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE), OR OTHERWISE EXCEED THE GREATER OF (A) ONE THOUSAND DOLLARS (US $1,000.00) AND (B) THE TOTAL AMOUNT OF SUBSCRIPTION FEES (IF ANY, AND EXCLUDING FEES INCURRED FOR SERVICE OVERAGES) ACTUALLY PAID TO LEAFLINK UNDER THIS AGREEMENT FOR THE PRIOR THREE MONTHS BEFORE ANY SUCH CLAIM ACCRUED.

b. Indemnity. You agree to defend, indemnify and hold LeafLink and its officers, directors, agents, joint ventures and employees harmless from any and all liabilities, costs, and expenses, including reasonable attorneys’ fees, related to or in connection with (i) the use of the Sites, the Data Feed, the Services or any Third-Party Resources, or your placement or transmission of any message or information on this Sites by you or your authorized users; (ii) your violation of any term of this MSA, including without limitation, your breach of any of the representations and warranties above; (iii) your violation of any third-party right, including without limitation any right of privacy, publicity rights or intellectual property rights; (iv) your violation of any law, rule or regulation of the United States or any other country; (v) any claim or damages that arise as a result of any User Submissions that you provide to LeafLink; (vi) any other party’s access and use of the Sites with your unique username, password or other appropriate security code; or (vii) your gross negligence or willful misconduct, or the gross negligence or willful misconduct of your employees, representatives, contractors, sub-licensees, and agents, except to the extent that LeafLink’s act or omission is grossly negligent.

c. Release. In the event that you have a dispute with one or more other users of the Site or any Third-Party Resource integrated with or linked from the Site or included in the Services, you release LeafLink (and our officers, directors, agents, joint ventures and employees) from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such disputes.

d. Claims. To the fullest extent permitted under applicable law, no action arising out of, in connection with, or relating to this MSA shall be brought by you more than one (1) year after the accrual of the cause of action. This period shall not be extended for any reason, except by the written consent of both parties. All statutes or provisions of law which would toll or otherwise affect the running of the period of limitation are hereby waived, and no such statute or provision of law shall operate to extend the period limited in this paragraph, to the fullest extent permitted under applicable law.

19. Dispute Resolution.

a. Arbitration. This Section 20(a) governs the Parties, their heirs, successors, assigns and third parties, as well as their related officers, employees, and agents, in each case related to any dispute (for purposes of this Section 20(a), references to the “Parties” includes all of the foregoing, as applicable).  Any dispute, controversy, or claim arising out of or relating to this Agreement, including any determination of the scope, enforceability or applicability of this Section, shall be exclusively and finally settled by arbitration administered by the American Arbitration Association (“AAA”) in accordance with its Commercial Arbitration Rules and, if applicable, its Expedited Procedures, and judgment on the award rendered by the arbitral tribunal may be entered in any court having jurisdiction thereof. For the avoidance of doubt, the Parties agree that this agreement will be governed by the Federal Arbitration Act. The Parties shall share the costs of the arbitration equally; however, each Party shall be responsible for its own attorneys’ fees and other costs and expenses. The arbitration will be conducted in the English language, in the city of New York, New York, by a single arbitrator jointly selected by the parties in accordance with the AAA Rules. The arbitrator shall have the power to grant legal and equitable remedies, including awarding the prevailing party its attorneys’ fees and other costs of the arbitration, but they shall not grant punitive damages. Except as may be required by law, neither a party nor an arbitrator may disclose the existence, content, or results of any arbitration hereunder without the prior written consent of both parties. The award shall be final and binding upon all parties as from the date rendered and shall be the sole and exclusive remedy between the parties regarding any claims, counterclaims, issues, or accounting presented to the arbitral tribunal. THE PARTIES ACKNOWLEDGE THAT THEY ARE IRREVOCABLY WAIVING THE RIGHT TO A TRIAL IN COURT, INCLUDING A TRIAL BY JURY AND THAT ALL RIGHTS AND REMEDIES WILL BE DETERMINED BY AN ARBITRATOR AND NOT BY A JUDGE OR JURY. Nothing in this Section shall prevent any Party from (i) seeking and obtaining injunctive relief, a restraining order, specific performance, or any other equitable relief through an action in court; (ii) joining any party as a defendant in any action brought by or against a third party; (iii) bringing an action in court to effect any attachment or garnishment; or (iv) bringing an action in court to compel arbitration as required by this Section; provided that, in no event shall any claim for injunctive or equitable relief be adjudicated in any United States Federal Court.  No arbitration award involving the Parties will have any preclusive effect as to issues of claims in any Dispute involving anyone who is not a party to the arbitration, nor will an arbitration award in prior disputes involving other parties have a preclusive effect in an arbitration between the parties to this a copy of the arbitration agreement from the last version of the MSA that the user accepted, if any exists.

b. Whether a dispute is heard in arbitration of in court you and LeafLink will not commence against the other a class action, class arbitration, or other representative action or proceeding.

20. Miscellaneous.

a. Force Majeure. LeafLink shall not be responsible for damages or for delays or failures in performance resulting from acts or occurrences beyond its reasonable control, including, without limitation: fire, lightning, storm, explosion, earthquake, power surge or failure, water, drought, acts of God, war or acts of war, revolution, sabotage, civil commotion or acts of civil or military authorities or public enemies; transportation embargoes; any law, order, regulation, ordinance, or requirement of any government or legal body or any representative of any such government or legal body; or labor unrest, including without limitation, strikes, slowdowns, picketing, or boycotts; inability to secure raw materials, transportation facilities, fuel or energy shortages, or acts or omissions of other common carriers.

b. Non-Disparagement. Each party shall, and shall cause its Affiliates and its and its Affiliates’ respective officers, directors, and representatives to agree that they will not, directly or indirectly, make or publish any statement critical of the other party and/or the other party’s Affiliates, successors, assigns, employees, owners, agents, attorneys or representatives, or any of their products or services, in any manner that would damage the business or reputation of any of the foregoing.

c. Governing Law. This MSA is governed by and construed in accordance with the internal laws of the State of New York without giving effect to any choice or conflict of law provision or rule that would require or permit the application of the laws of any jurisdiction other than those of the State of New York. The Parties hereto agree and acknowledge that no party makes, will make, or shall be deemed to make or have made any representation or warranty of any kind regarding the compliance of this MSA with any Federal Cannabis Laws. No party hereto shall have any right of rescission or amendment arising out of or relating to any non-compliance with Federal Cannabis Laws unless such non-compliance also constitutes a violation of applicable state law as determined in accordance with Applicable Laws, and no party shall seek to enforce the provisions hereof in federal court. The Parties also hereby agree to waive illegality as a defense to contractual claims arising out of this MSA.

d. Notices. All notices under this MSA shall be in writing and sent by registered or certified mail or overnight courier such as Federal Express to: LeafLink, Inc.  at: 80 Broad Street, 11th Floor, New York, NY 10004.  We may provide general notices to you via the Sites and may provide notices specific to you via email to the contact(s) on record in your account. Any notice sent by mail will be deemed delivered on the fourth (4th) business day after the date of posting; a notice sent by email with return receipt confirmation will be deemed delivered on the date on which it is received.

e. Severability. If any provision of this MSA is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability will not affect any other term or provision of this MSA or invalidate or render unenforceable such term or provision in any other jurisdiction.

f. Survival. Any rights, obligations, or required performance of the parties in this MSA which, by their express terms or nature and context are intended to survive termination or expiration of this MSA, will survive any such termination or expiration.

g. Entire MSA. This MSA, together with any other documents incorporated herein by reference and all related Order Forms, Schedules and Exhibits, constitutes the sole and entire agreement of the Parties with respect to the subject matter of this MSA and supersedes all prior and contemporaneous understandings, agreements, and representations and warranties, both written and oral, with respect to such subject matter. In the event of any inconsistency between the statements made in the body of this MSA, Order Forms, the related Schedules and Exhibits, and any other documents incorporated herein by reference, the following order of precedence governs: (i) first, the Order Forms executed under this MSA as of the Effective Date; (ii) second, this MSA, excluding its Schedules and/or Exhibits; (iii) third, any related Schedules and/or Exhibits to this MSA as of the Effective Date; and (iv) fourth, any other documents incorporated herein by reference.

h. Assignment. You agree that this MSA and all incorporated agreements may be assigned by LeafLink in our sole discretion. User may not assign or transfer any of its rights or delegate any of its obligations hereunder, in each case whether voluntarily, involuntarily, by operation of law, or otherwise, without the prior written consent of LeafLink. Any purported assignment, transfer, or delegation in violation of this Section is null and void. No assignment, transfer, or delegation will relieve the assigning or delegating party of any of its obligations hereunder. This MSA is binding upon and inures to the benefit of the Parties hereto and their respective permitted successors and assigns.

i. No Waiver. A failure to act with respect to a breach by you or others does not waive our right to act with respect to subsequent or similar breaches.