Master Subscription Agreement
Last updated as of January 2023
These terms apply to you if you use any of LeafLink's products and/or services.
For other terms, see:
- Direct Payment Terms & Conditions
- Flexible Payments Vendor Terms & Conditions
- Flexible Payments Retailer Terms & Conditions
LeafLink reserves the right to modify or amend this Agreement from time to time, and we will provide you with notice of such change or changes via reasonable methods and by posting the changes on this page. No changes will apply retroactively, and changes will become effective no sooner than fourteen (14) days after they are posted. Notwithstanding the previous sentence, changes related to your use of the Logistics Services (as defined below) will become effective no sooner than ninety (90) days after they are posted. However, changes addressing new functions for a service or changes made for legal reasons will be effective immediately.
This Agreement is a master agreement that covers all LeafLink products, sites and services but provisions regarding specific products, sites or services apply only to the extent User has purchased, accessed or
used such products or services.
1. Definitions. In addition to the capitalized terms defined elsewhere in this Agreement, the following terms shall have the meanings set forth below:
- “ACH Service” means the service offered by LeafLink that allows Users to initiate Automated Clearing House (“ACH”) debit or credit Entries (as such term is defined at https://marketing.leaflink.io/terms-and-conditions/direct-payment-terms-and-conditions).
- “Affiliate” means an entity that controls, is controlled by, or is under common control with the subject entity. “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 Agreement 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”).
- “Content” means all content (other than User Submissions) featured or displayed on the Sites or as part of the Services, including without limitation text, graphics, photographs, images, moving images, sound, and illustrations.
- “Data Feed” means the proprietary data feed that LeafLink has compiled.
- “Flexible Payments Program” means the service offered by LeafLink, whereby Vendors can sell Cannabis Products (“Merchandise”) to Retailers and provide those Retailers with the ability to pay for that Merchandise on terms approved for the Flexible Payments Program.
- “Handler” means a provider, unaffiliated with LeafLink, who provides certain product inventory fulfillment, warehouse and transportation operations and services (“Handling Services”). All Handling Services are intended to be, and shall be, conducted and fulfilled by the Handler and not by LeafLink.
- “LeafLink Markets” means, as may be amended or supplemented from time to time, the State of Alaska, the State of Arizona, the State of Arkansas, the State of California, the State of Connecticut, the State of Colorado, the State of Delaware, the State of Florida, the State of Hawaii, the State of Illinois, the State of Maine, the State of Maryland, the State of Massachusetts, the State of Michigan, the State of Mississippi, the State of Missouri, the State of Nevada, the State of New Jersey, the State of New Mexico, the State of New York, the State of Ohio, the State of Oklahoma, the State of Oregon, the State of Pennsylvania, the State of Rhode Island, the State of Utah, the State of Vermont, the State of Washington, the District of Columbia, and the U.S. Territory of Puerto Rico.
- “Logistics Services” means LeafLink’s software services that: (i) track the consummation of Handler pickups and deliveries, (ii) coordinate schedules with Vendors and Retailers, (iii) assist with reduction of transport errors; and/or (iv) relate to and facilitate Retailer’s inventory management.
- “Order Form” or “Purchase Order” means each written order or online order specifying the Services to be provided under this Agreement and applicable Fees and Terms, that is entered into between User and LeafLink. By entering into an Order Form, a User’s Affiliate agrees to be bound by the terms of this Agreement as if it were an original party hereto.
- “Retailer” means an individual or entity who is licensed by state and local government regulatory or licensing authorities in one or more LeafLink Markets to purchase cannabis.
- “Services” means the products and services that are ordered by User under an Order Form.
- “Sites” means the LeafLink network of websites, including the website located at LeafLink.com (including any versions optimized for viewing on a wireless or tablet device); all email newsletters published or distributed by LeafLink; all apps published by LeafLink; and all other interactive features, services, and communications provided by LeafLink, however accessed and/or used.
- “User” means in the case of an individual accepting this Agreement on his or her own behalf, such individual, or in the case of an individual accepting this Agreement on behalf of a company or other legal entity, the company or other legal entity for which such individual is accepting this Agreement, and Affiliates of that company or entity (while they remain Affiliates) which have entered into an Order Form(s).
- “User Submissions” means information or content that a User posts on the Sites, including but not limited to photos and other information about the User’s products and services, suggestions, ideas, comments, questions, or other interactions with the Sites.
- “Vendor” or “Producer” or “Brand” means an individual or entity who is licensed by state and local government regulatory or licensing authorities in one or more LeafLink Markets to sell cannabis.
2. Use of the Sites and Services.
- Compliance with Law. Any and all interactions, communications and intent on the Site must be in accordance with Applicable Law. LeafLink is not responsible for any civil or criminal charges or penalties pursuant to any noncompliance.
- Compliance with Cannabis Laws. Vendors and Retailers will comply with all applicable state and local cannabis laws and regulations, as amended from time to time, of the jurisdictions in which they operate.
- Necessary Licenses and Permits. Upon registration of a LeafLink account, Users shall provide LeafLink with any requested cannabis-related license and permit information, including but not limited to License Number, License Type, Issue Date and Expiration Date. Users shall immediately notify LeafLink of any change in the status of their legal authorization to sell or purchase cannabis.
- Access to Sites and Services and Restrictions. LeafLink grants you a limited, revocable, non-exclusive, non-transferable license to access and use the Sites or their Content solely for their intended purpose. You are not allowed to modify all or any portion of the Sites and their Content. This license does not include any right to authorize third party use of the Sites or their contents; any collection and use of any Content, descriptions, any derivative use of the Sites or their contents; or any use of data mining, robots, or similar data gathering and extraction tools. The Sites and/or any portion of the Sites may not be reproduced, sold, resold, visited or otherwise exploited for any commercial purpose without LeafLink’s express written consent. You will not frame or utilize framing techniques to enclose any trademark, logo or other proprietary information (including images, text, page layout or form) of LeafLink, its content providers or its affiliates without express written consent. You will not use any meta tags or any other "hidden text" utilizing our name or trademarks without our express written consent. Additionally, you agree that you will not: (i) take any action that imposes, or may impose in our sole discretion an unreasonable or disproportionately large load on our infrastructure; (ii) interfere or attempt to interfere with the proper working of the Sites or any activities conducted on the Sites; or (iii) bypass any measures we may use to prevent or restrict access to the Sites. Any unauthorized use automatically terminates the permissions and/or licenses granted by us to you.
- Data Feed License. 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, Tableau Software Inc. (“Tableau”), available at: https://mkt.tableau.com/legal/tableau_eula.pdf, LeafLink hereby grants you a non-exclusive, non-sublicensable, and non-transferable (except in compliance with the paragraph titled “Assignment” during the Term to use the Data Feed solely for your internal business purposes (the “Data Feed Permitted Use”). LeafLink shall deliver the Data Feed electronically via Tableau, on a frequency as mutually agreed upon by the Parties; provided, however, that LeafLink may change or modify the means of Data Feed delivery upon fifteen days prior notice to you.
- ACH Service. Users of the ACH Service acknowledge and agree to the terms and conditions found at https://www.leaflink.com/payments/knowledge-center/terms-and-conditions/direct-pay, which is incorporated into and is a part of this Agreement.
- Flexible Payments Program. Vendor Users of the Flexible Payments Program acknowledge and agree to the terms and conditions found at https://www.leaflink.com/payments/knowledge-center/terms-and-conditions/flex-pay-vendor, which is incorporated into and is a part of this Agreement. Retailer Users of the Flexible Payments Program acknowledge and agree to the terms and conditions founded at https://www.leaflink.com/payments/knowledge-center/terms-and-conditions/flex-pay-retailer, which is incorporated into and a part of this Agreement.
- Uncommitted Line of Credit Advance Facility Program. Vendor Users of the Uncommitted Line of Credit Advance Facility Program acknowledge and agree to the terms and conditions found at https://www.leaflink.com/payments/knowledge-center/terms-and-conditions/uncommitted-line-credit-vendor, which is incorporated into and is a part of this Agreement. Retailer Users of the Uncommitted Line of Credit Advance Facility Program acknowledge and agree to the relevant terms and conditions found at https://www.leaflink.com/payments/knowledge-center/terms-and-conditions/uncommitted-line-credit-retailer-nosecurity and https://www.leaflink.com/payments/knowledge-center/terms-and-conditions/uncommitted-line-credit-retailer, which are incorporated into and is a part of this Agreement.
3. Cannabis Law Disclaimer.
- 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.
- LeafLink Does Not Hold a License. LEAFLINK DOES NOT POSSESS A LICENSE FROM ANY STATE TO TRANSACT ANY BUSINESS RELATING 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.
- 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.
4. User Responsibilities, Representations, and Warranties. You represent and warrant that:
- You are 21 years of age or older, have the right and authority to enter into this Agreement, and are fully able and competent to satisfy the terms, conditions, and obligations herein;
- Your use of the Sites and Services is and will be in compliance with Applicable Law;
- You or your business maintain, and shall maintain, for the duration of the term of this Agreement, in good standing, all licenses, permits, approvals, and/or related requirements required by Applicable Law to conduct the activities contemplated by this Agreement, including, without limitation, the possession, manufacturing, and distribution of Cannabis Products;
- You are located within the LeafLink Markets or otherwise located in a jurisdiction where your access to our Sites is not prohibited;
- You will provide true, accurate, current and complete information about yourself and your business 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 (such information being the "Registration Data");
- You will maintain and promptly update the Registration Data to keep it true, accurate, current and complete. If you provide any information that is untrue, inaccurate, not current, or incomplete, or LeafLink has reasonable grounds to suspect that such information is untrue, 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;
- 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;
- 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;
- You are entirely responsible for the security and confidentiality of your password and account, and you will not share your account information or your username and password with any third party or permit any third party to log-on to the Sites or Services using your account information;
- You are entirely responsible for taking precautions and providing security measures best suited for your situation and intended use of the Services and Sites and for any and all activities that occur under your account and you agree to immediately notify LeafLink of any unauthorized use of your account or any other breach of security of which you become aware;
- You shall only use the Data Feed for the Data Feed Permitted Use and shall not disclose, release, distribute, or deliver the Data Feed, or any portion thereof, to any third party without LeafLink’s prior written consent. Without limiting the foregoing and except as otherwise expressly set forth in this Agreement, you shall not at any time, directly or indirectly: (i) copy, modify, or create derivative works of the Data Feed, in whole or in part; (ii) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available the Data Feed; (iii) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to the source of the Data Feed or methods used to compile the Data Feed, in whole or in part; (iv) remove any proprietary notices included within the Data Feed; (v) publish, enhance, or display any compilation or directory based upon information derived from the Data Feed; or (vi) use the Data Feed in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable law.
- You shall be solely responsible for your own User Submissions and the consequences of posting or publishing them. In connection with User Submissions, you affirm, represent and warrant the following: (i) You have obtained all consents, and possess all copyright, patent, trademark, trade secret and any other proprietary rights, or the necessary licenses thereto, to grant the license in the paragraph titled “User Submissions” under the section titled “Intellectual Property and Licenses”; (ii) if necessary you have the written consent of each and every identifiable natural person in the User Submission to use such persons name or likeness in the manner contemplated by the Sites and this Agreement, and each such person has released you from any liability that may arise in relation to such use; (iii) You are not, and have not been an agent of LeafLink and were not and are not acting on behalf of, or as a representative of, LeafLink or any other party in connection with the User Submission; (iv) the User Submission and LeafLink’s use thereof as contemplated by this Agreement and the Sites will not infringe any rights of any third party, including but not limited to any Intellectual Property Rights, privacy rights and rights of publicity; (v) you have not and will not engage in any of the following in connection with the production of, your appearance in, or contribution(s) to your User Submission: infliction of injury to any person or animal, humiliation of any person (whether public or private), infliction of emotional distress on any person, assault or battery of any person, damage to any property without permission, entry on any property without permission, or any other act or omission that could give rise to civil and/or criminal liability; (vi) the User Submission does not contain: (x) material falsehoods or misrepresentations that could harm LeafLink or any third party; (y) content that is unlawful, obscene, defamatory, libelous, threatening, pornographic, harassing or encourages conduct that would be considered a criminal offense, give rise to civil liability or violate any law; or (z) impersonations of third parties, other than those which are readily apparent. To the fullest extent allowed under Applicable Law, you agree to waive, and do waive, any legal or equitable right or remedy you have or may have against LeafLink with respect to User Submissions. You further understand and agree that sending unsolicited advertisements or "spam" to any user of the Sites is expressly prohibited by this Agreement; and
- You are solely responsible for authorizing and granting access to your employees and agents who will have access to the Site and use the Services on your behalf and be able to act for and bind you. You shall be responsible for the acts and decisions made by you employees when they use the Services or access the Sites. LeafLink will rely on the acts, consents and agreements of each User when they utilize the Services. You agree to immediately notify LeafLink of any employee or agent whose access or authorization to act on behalf of you is suspended or revoked.
5. LeafLink’s Responsibilities and Representations. LeafLink hereby represents, warrants and covenants that:
- LeafLink maintains, and shall maintain, for the duration of the term of this Agreement, in good standing, all licenses, permits, approvals, and/or related requirements required by Applicable Law to conduct the activities contemplated by this Agreement;
- LeafLink 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;
- LeafLink has entered into separate agreement(s) with the Handler(s), pursuant to which you are a third-party beneficiary of the terms of such agreement(s) to the extent of fulfillment of the Handling Services, including in relation to potential lost, stolen or damaged product or cash while in possession of the Handler(s) and such separate agreement(s) has a clause that contains the follow language or language that is substantially similar: “[Handler] acknowledges that [LeafLink] and/or its affiliates shall from time to time enter into agreements for Services with Customers, which Services are intended to be and shall be fulfilled by [Handler] as Customer Deliveries pursuant to the terms of this Agreement. In furtherance thereof, (i) each of [Handler] and [LeafLink] agrees that each such Customer is intended to be, and shall be, a third party beneficiary of the terms of this Agreement to the extent of fulfillment of Customer Deliveries; and (ii) to the extent that any Customer incurs any Loss resulting from the failure of [Handler] to perform Customer Deliveries in accordance with the terms of this Agreement, (x) such Customer shall have the right to pursue against [Handler] all rights and remedies under this Agreement and under applicable law, (y) [LeafLink] shall have no liability to such Customer in respect thereof, and (z) [Handler] shall indemnify and hold [LeafLink] harmless in respect thereof pursuant to the terms of Section 10 above.”;
- The Handler(s) providing the Handling Services maintains, and shall maintain, for the duration of the term of this Agreement, in good standing, all licenses, permits, approvals, and/or related requirements required by Applicable Law to conduct the activities contemplated by this Agreement, including, without limitation, the possession, manufacturing, and distribution of Cannabis Products;
- The Handler(s) providing the Handling Services 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;
- Upon request by a current customer of the Logistics Services, LeafLink shall cause the Handler(s) to provide the current customer of the Logistics Services with any requested Cannabis-related license and permit information with respect to applicable state and local laws, including but not limited to License Number, License Type, Issue Date and Expiration Date;
- LeafLink shall notify any current customer of the Logistics Services, immediately upon knowledge by LeafLink thereof, of any relevant change in the status of a Handler’s legal authorization to possess, transport, and/or deliver Cannabis Products, including the expiration, suspension, cancellation, revocation, nonexistence, or invalidation of any Cannabis-related license to which Handler or an Affiliate thereof is or should be subject under Applicable Law; and
- LeafLink shall notify any current customer of the Logistics Services, immediately upon knowledge by LeafLink thereof, 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 held by Handler or its Affiliates.
- Payment of Fees. During the term of this Agreement, you will pay LeafLink the fees, if any, specified on your Order Form, any upgrades to the subscription, and any other purchases of products and services through the Sites or Services (the "Fees"). LeafLink may modify the Fees upon any renewal of the Agreement or upon providing written notice of the change at least thirty (30) days prior to the date the change to the Fees is to become effective. For the avoidance of doubt, this includes the right to introduce charges for existing or new products or services. You will pay LeafLink the Fees in U.S. dollars monthly in advance via credit card, direct debit or other mutually agreed process. If you fail to pay the Fees within 30 days of the due date, your credit card is rejected, or LeafLink otherwise does not receive payment, LeafLink may impose a late fee, suspend the Service, or both, in its discretion. When you provide bank card information, account numbers or other information necessary to facilitate payment to us or our vendors, you represent to us that you are the authorized user of the bank 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.
- Direct Debit. You authorize LeafLink to automatically debit the amount of Fees from the bank account designated by you for payment (the “Designated Bank Account”), including via ACH transfer. You agree to update your account with the current bank account information for the Designated Bank Account at all times. You agree that you shall maintain a sufficient balance in the Designated Bank Account to cover all Fees. You agree that you will, from time to time, execute such reasonable and customary documents as may be necessary to enable LeafLink to directly debit the Fees from your Designated Bank Account. You agree to provide LeafLink with written notice of any change in the above information for your Designated Bank Account immediately upon any such change.
- Fee Disputes. If you, in good faith, dispute any portion of an invoice, you shall 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 sixty (60) days from the date the invoice at issue is received by you. You waive the right to dispute any Fees not disputed within such sixty (60) day period.
- Taxes. All Fees and other amounts payable by you under this Agreement 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 event 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.
- Affiliates or Third-Party Services. LeafLink may also earn Fees or derive revenue via affiliates or third-party services offered from or through your use of the Sites or Services.
7. Term and Termination.
- Term. The Term of this Agreement is as specified in the Order Form, unless earlier terminated as expressly provided herein. Unless specifically agreed otherwise in an Order Form, this Agreement 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.
- Termination. Each Party may terminate this Agreement 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 Agreement; or (vi) any of the representations or warranties set forth in this Agreement 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 Agreement. Termination of this Agreement 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 Agreement shall survive including but not limited to existing scheduled deliveries. Any termination of this Agreement shall be without prejudice to the rights of either Party against the other accrued or accruing under this Agreement prior to termination, including the obligation to pay all remaining fees or required reimbursements through the date of termination. From and after the date on which a notice of termination is delivered to a Party hereby, each Party shall promptly afford the other Party its full good faith cooperation in aiding either Party to effect a wind-down and transition of the Logistics Services.
- Termination by LeafLink. 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. If this Agreement is terminated by LeafLink pursuant to the terms of this section or otherwise and you are a current customer of LeafLink’s Logistics Services, (x) LeafLink shall, upon written notice from User, coordinate with Handler to suspend final delivery of all inventories stored by Handler pursuant to the Handling Services; and (y) if Handler must, as a result thereof, vacate its occupied warehouse space or relocate operations, all fees associated with movement of the on-hand inventory will be borne by Handler and LeafLink.
8. Intellectual Property and Licenses.
- Copyright and Ownership. All Content is owned by LeafLink, its licensors, vendors, agents and/or its Content providers. All elements of the Sites, including without limitation the general design and the Content, are protected by trade dress, copyright, moral rights, trademark and other laws relating to intellectual property rights. The Sites and the Services may only be used for the intended purpose for which such Sites and Services are being made available. Except as may be otherwise indicated in specific documents within the Sites or as permitted by copyright law, you are authorized to view and play copyrighted documents, audio and video found on our Sites solely for the purposes intended by LeafLink. In no event will you be permitted to download or store any copyrighted documents, audio or video locally. Notwithstanding the foregoing, you will be permitted to print and save reports, agreements, and other documents made available to you from the Services from LeafLink. Except with respect to Content submitted by you or as permitted by copyright law, you may not modify any of the materials on the Sites and you may not copy, distribute, transmit, display, reproduce, publish, license, create derivative works from, transfer or sell any information or work contained on the Sites. Except as authorized under the copyright laws, you are responsible for obtaining permission before reusing any copyrighted material that is available on the Sites. The Sites, its Content and all related rights shall remain the exclusive property of LeafLink or its licensors unless otherwise expressly agreed. You will not remove any copyright, trademark or other proprietary notices from material found on these Sites.
- Data Feed. LeafLink owns all right, title, and interest, including all intellectual property rights, in and to the Data Feed. You acknowledge that: (a) the Data Feed is an original compilation protected by United States copyright laws; (b) LeafLink has dedicated substantial resources to collect, manage, and compile the Data Feed; and (c) the Data Feed constitutes trade secrets of LeafLink. LeafLink may terminate this Agreement without advance notice or an opportunity for you to cure and without further obligation or liability if you contest any of LeafLink’s right, title, or interest in or to the Data Feed, including without limitation, in a judicial proceeding anywhere throughout the world.
- User Submissions. In posting User Submissions to the Sites or sending them to LeafLink as part of the Services, you expressly grant us a non-exclusive, royalty-free, fully paid-up, perpetual, worldwide, irrevocable right to use, reproduce, modify, publish, translate, distribute, perform and display such content as contained in your User Submission, in whole or in part, and in any form throughout the world in any media or technology through the Sites, to promote and market the Sites and/or the User Submission on any platform or channel, and to make available the User Submission to other users of the Sites and Services, in perpetuity throughout the universe. You understand and acknowledge that you are responsible for any User Submissions you submit or contribute, and you have full responsibility for such content, including its legality, reliability, accuracy, and appropriateness. LeafLink is not responsible or liable to any third party for the content or accuracy of any User Submissions posted by you or any other User.
- Advertising. 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. Nothing in these additional terms obligates or may be deemed to obligate LeafLink to sell, license or offer to sell or license any advertising, promotion or distribution rights.
- Business Data. You may also provide data about your company’s medical and/or recreational cannabis inventory or any cannabis-related inventory and/or transaction information and product information, including but not limited to your business’s login to any required state or other government traceability system (“Business Data”), and in so doing you expressly 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. You represent and warrant that you own or control all rights in and to the Business Data and have the right to grant the license granted above to us and our affiliates and service providers, and each of their and our respective licensees, successors, and assigns.
- Violation of Rules on User Submissions. In addition to any remedies that we may have at law or in equity, if we determine, in our sole discretion, that you have violated or are likely to violate the foregoing prohibitions, any applicable rules or policies linked to in this Agreement, or any law or regulation, we may take any action we deem necessary to cure or prevent the violation, including without limitation, banning you from participating in our Sites and Services, the immediate removal of the related materials from the Sites and Services at any time without notice. We will fully cooperate with any law enforcement authorities or court order or subpoena requesting or directing us to disclose the identity of anyone posting such materials.
- Trademarks/No Endorsement. All trademarks, service marks and trade names of LeafLink or its licensors used herein (including but not limited to: LeafLink name, LeafLink corporate logo, the Sites name, the Sites design, and any logos) (collectively "Marks") are trademarks or registered trademarks of LeafLink or its Affiliates, partners, vendors or licensors. You may not use, copy, reproduce, republish, upload, post, transmit, distribute, or modify LeafLink’s trademarks in any way, including in advertising or publicity pertaining to distribution of materials on the Sites, without LeafLink’s prior written consent. The use of LeafLink’s trademarks on any other web site or network computer environment is not allowed. You shall not use LeafLink’s name or any language, pictures or symbols which could, in LeafLink’s judgment, imply LeafLink’s endorsement in any (i) written or oral advertising or presentation, or (ii) brochure, newsletter, book, or other written material of whatever nature, without prior written consent.
- Reservation of Rights. LeafLink reserves all rights not expressly granted to you in this Agreement. Except for the limited rights and licenses expressly granted under this Agreement, nothing in this Agreement grants, by implication, waiver, estoppel, or otherwise, to you or any third party any intellectual property rights or other right, title, or interest in or to LeafLink’s intellectual property.
9. Confidentiality and Data Security.
- Confidential Information. From time to time during the Term, either Party may disclose or make available to the other Party information about its 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”). Without limiting the foregoing, for purposes of this Agreement, the Data Feed will be deemed 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 the receiving Party at the time of disclosure; (iii) rightfully obtained by the receiving Party on a non-confidential basis from a third party; or (iv) independently developed by the receiving Party. The receiving Party shall not disclose the disclosing Party’s Confidential Information to any person or entity, except to the receiving Party’s employees who have a need to know the Confidential Information for the receiving Party to exercise its rights or perform its obligations hereunder. Notwithstanding the foregoing, each Party may disclose Confidential Information to the limited extent required (x) in order to comply with the order of a court or other governmental body, or as otherwise necessary to comply with applicable law, provided that the Party making the disclosure pursuant to the order shall first have given written notice to the other Party and made a reasonable effort to obtain a protective order; or (y) to establish a Party’s rights under this Agreement, including to make required court filings. On the expiration or termination of the Agreement, the receiving Party shall promptly return to the disclosing Party all copies, whether in written, electronic, or other form or media, of the disclosing Party’s Confidential Information, or destroy all such copies and certify in writing to the disclosing Party that such Confidential Information has been destroyed. Each Party’s obligations of non-disclosure with regard to Confidential Information are effective as of the effective date of this Agreement and will expire five years from the date first disclosed to the receiving Party; provided, however, with respect to any Confidential Information that constitutes a trade secret (as determined under applicable law), such obligations of non-disclosure will survive the termination or expiration of this Agreement for as long as such Confidential Information remains subject to trade secret protection under applicable law.
- 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.
- Use of Certain Data. We have the right to provide user billing, account, Content or use records, and related information under certain circumstances (such as in response to legal responsibility, lawful process, orders, subpoenas, or warrants, or to protect our rights, customers or business). Please note that anyone able to provide your personally identifiable information will be able to access your account so you should take reasonable steps to protect this information.
10. Relationship between the Parties.
- Arm’s-Length Transaction. In order to comply with Applicable Law, the Parties believe this Agreement establishes an arm’s-length transaction, such that neither Party shall be seen as exerting any control, management, direction or ownership over the other. To ensure continued compliance with Applicable Law, in the event the Parties or any governmental entity determine this Agreement (i) no longer establishes an arm’s length transaction or (ii) establishes control, management, direction or ownership by one Party over the other, this Agreement may be adjusted to reflect an arm’s-length transaction between the Parties or remove any control, management, direction or ownership by one Party over another, as applicable upon mutual written consent by both parties. In the event such adjustment is not mutually agreed to by both Parties, this Agreement shall terminate in accordance with the section titled “Term and Termination.”
- Independent Provider Status. In its performance of this Agreement, each of LeafLink and its Affiliates and subcontractors will at all times act in its own capacity and right as an independent contractor, and nothing contained herein may be construed to make LeafLink or its Affiliates and subcontractors an agent, partner or joint venturer or joint employer of any other Party. Except as provided in this Agreement, no Party shall have the right, power, or authority to act or to create any obligation, express or implied, on behalf of any other Party. Each Party may engage in other employment and business activities during the term of this Agreement without restriction, so long as such other employment or business activity does not materially interfere with the performance of such Party under this Agreement. No Party shall have authority (and shall not hold itself out as having authority) to bind any other Party and no Party shall make any agreements or representations on any other Party’s behalf without such other Party’s prior written consent. Unless otherwise set forth in this Agreement, each Party shall furnish, at its own expense, the equipment, supplies, and other materials used to perform under this Agreement. No Party shall control the manner or means by which any other Party performs under this Agreement
11. Third-Party Sites and Resources.
- Transactional Partners. LeafLink provides information about other company’s services and products within our Sites. If you engage with the other party, you are transacting directly with the other party. On those pages of our Sites, the transactional partner’s brand and name is clearly visible and their terms and conditions relating to their business.
- Electronic Communications. When you visit or use the Sites or Services or send e-mails to us, you are communicating with us electronically. You consent to receive communications from us electronically. We will communicate with you by e-mail or by posting notices on the Sites. You agree that all agreements, notices, disclosures, and other communications we provide to you electronically satisfy any legal requirement that such communications be in writing. We reserve the right to send you marketing and promotional emails. You may opt out of receiving marketing and promotional emails from the Sites by following the instructions enclosed within those emails. If you opt out, we may still send you non-promotional emails, such as emails about your account with LeafLink or our ongoing business relations. You may also send requests about contact preferences or changes to personal information, including requests to opt out of sharing personal information with third parties, to our contact information below.
13. Warranties and Disclaimer.
- 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.
- Handling Services. You acknowledge and agree that the Handling Services are conducted or fulfilled by the Handler, and not by LeafLink or any of its Affiliates. To the extent that you incur any loss resulting from the failure of Handler to perform the Handling Services, you acknowledge and agree that: (i) you shall have the right to pursue against Handler all rights and remedies under the applicable contract between LeafLink and Handler and under applicable law, and (y) LeafLink shall have no liability to you in respect thereof.
- Disclaimer. YOUR USE OF THE SITES AND THE SERVICES IS AT YOUR RISK. THE INFORMATION, MATERIALS AND SERVICES PROVIDED ON OR THROUGH THE SITES, THE DATA FEED, THE LOGISTICS SERVICES AND THE HANDLER’S HANDLING SERVICES 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, MATERIALS OR SERVICES PROVIDED ON OR THROUGH THE SITES. THE INFORMATION, MATERIALS 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, MATERIALS 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.
14. Limitation of Liability, Indemnity and Release.
- 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 materials 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 MATERIALS, 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 SUBMISSIONS 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. PLEASE REFER TO YOUR LOCAL LAWS FOR ANY SUCH PROHIBITIONS. 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) OR (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
- 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 Agreement, 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 Submission 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.
- 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
Claims. To the fullest extent permitted under applicable law, no action arising out of, in connection with, or relating to this Agreement 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.
15. Dispute Resolution and Arbitration. In the interest of resolving disputes between you and LeafLink in the most expedient and cost effective manner, you and LeafLink agree that every dispute arising in connection with this Agreement will be resolved by binding arbitration, to the fullest extent permitted under applicable law. This agreement to arbitrate disputes includes all claims arising out of or relating to any aspect of this Agreement, whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, and regardless of whether a claim arises during or after the termination of this Agreement. YOU UNDERSTAND AND AGREE THAT, BY ENTERING INTO THIS AGREEMENT, YOU AND LEAFLINK ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION, TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW. Despite the provisions of this section, nothing in this Agreement will be deemed to waive, preclude, or otherwise limit the right of either party to: (i) bring an individual action in small claims court or to seek payment for any Services provided by LeafLink; (ii) pursue an enforcement action through the applicable federal, state, or local agency if that action is available; (iii) seek injunctive relief in a court of law; or (iv) to file suit in a court of law to address an intellectual property infringement claim.
- Arbitrator. To the fullest extent permitted under applicable law, any arbitration between you and LeafLink will be settled under the Federal Arbitration Act, and governed by the Commercial Dispute Resolution Procedures and the Supplementary Procedures for Consumer Related Disputes (collectively, “AAA Rules”) of the American Arbitration Association (“AAA”), as modified by this Agreement, and will be administered by the AAA. The AAA Rules and filing forms are available online at www.adr.org, by calling the AAA at 1-800-778-7879, or by contacting LeafLink.
- Notice; Process. A party who intends to seek arbitration must first send a written notice of the dispute to the other party by certified U.S. Mail or by Federal Express (signature required) or, only if such other party has not provided a current physical address, then by electronic mail (“Notice”). LeafLink’s address for Notice is: 80 Broad Street, Attn: General Counsel, New York NY 10004. The Notice must: (i) describe the nature and basis of the claim or dispute; and (ii) set forth the specific relief sought (“Demand”). The parties will make good faith efforts to resolve the claim directly, but if the parties do not reach an agreement to do so within 30 days after the Notice is received, you or LeafLink may commence an arbitration proceeding. During the arbitration, the amount of any settlement offer made by you or LeafLink must not be disclosed to the arbitrator until after the arbitrator makes a final decision and award, if any.
- Fees. Any arbitration hearing will take place at a location to be agreed upon in New York, New York, but if the claim is for $10,000 or less, you may choose whether the arbitration will be conducted: (i) solely on the basis of documents submitted to the arbitrator; (ii) through a non-appearance based telephone hearing; or (iii) by an in-person hearing as established by the AAA Rules in the county (or parish) of your billing address. If the arbitrator finds that either the substance of your claim or the relief sought in the Demand is frivolous or brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)), then the payment of all fees will be governed by the AAA Rules. In that case, you agree to reimburse LeafLink for all monies previously disbursed by it that are otherwise your obligation to pay under the AAA Rules. Regardless of the manner in which the arbitration is conducted, the arbitrator must issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the decision and award, if any, are based. The arbitrator may make rulings and resolve disputes as to the payment and reimbursement of fees or expenses at any time during the proceeding and upon request from either party made within fourteen (14) days of the arbitrator’s ruling on the merits
- No Class Actions. TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, YOU AND LEAFLINK AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, unless both you and LeafLink agree otherwise, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of a representative or class proceeding.
- Modifications to this Provision. If LeafLink makes any future change to this arbitration provision, other than a change to LeafLink’s address for Notice, you may reject the change by sending us written notice within 30 days of the change to LeafLink’s address for Notice, in which case your account with LeafLink will be immediately terminated and this arbitration provision, as in effect immediately prior to the changes you rejected will survive.
- Opt-Out Procedure. You can choose to reject this Arbitration Agreement by mailing us a written opt-out notice (“Opt-Out Notice”) in accordance with this section. For new users, the Opt-Out Notice must be postmarked no later than 30 days after the date you use the Service for the first time. You must mail the Opt-Out Notice to LeafLink at 80 Broad Street, New York NY 10004. The Opt-Out Notice must state that you do not agree to the arbitration agreement and must include your name, address, phone number, and the email address(es) used to log in to the (s) to which the opt-out applies. You must sign the Opt-Out Notice for it to be effective. This procedure is the only way you can opt out of the arbitration agreement. If you opt out of the arbitration agreement, LeafLink will likewise not be bound by these arbitration provisions. All other terms of this Agreement will continue to apply. Opting out of the arbitration agreement has no effect on any previous, other, or future arbitration agreements that you may have with us. LeafLink users who accepted a previous version of this Agreement or the terms and conditions published on the Sites that included an arbitration agreement, and who did not timely opt out of that arbitration agreement, remain bound by the last arbitration agreement that they accepted. Upon receipt of a valid Opt-Out Notice, LeafLink will provide the opting out user with a copy of the arbitration agreement from the last version of the Agreement that the user accepted, if any exists.
- Enforceability. If the above arbitration agreement is found to be unenforceable, then the entirety of the section titled “Dispute Resolution and Arbitration” will be null and void and, in that case, the parties agree that the exclusive jurisdiction and venue described in the paragraph titled “Governing Law” will govern any action arising out of or related to this Agreement.
16. Consumer Protection Notice. If you are a consumer, the limitations in this Agreement are intended to be only as broad and inclusive as is permitted by the laws of your state of residence.
- New Jersey. If you are a New Jersey consumer, the terms of this Agreement do not limit or waive your rights under New Jersey law and the limitations in this Agreement are intended to be only as broad and inclusive as is permitted by the laws of the State of New Jersey. Subject to the foregoing, we reserve all rights, defenses, and permissible limitations under the laws of the State of New Jersey and under the laws of your state of residence. Nothing in this Section shall modify the section titled “Dispute Resolution and Arbitration”.
- California. If you are a California resident, under California Civil Code Section 1789.3, you may contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs in writing at 1625 N. Market Blvd., Suite S-202, Sacramento, California 95834, or by telephone at (800) 952-5210 in order to resolve a complaint regarding the Services or to receive further information regarding use of the Services
- 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.
- 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.
- Insurance. Each Party will, at its own expense, procure, maintain, and keep in full force and effect during the term of this Agreement insurance to protect against claims for injuries to persons or damages to property which may arise from, or in connection with, the performance of this Agreement, in amounts that are customary for the industry and transactions of this type, but in no event less than the amounts required by Applicable Law with respect to such Party.
- Governing Law. This Agreement 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 Agreement 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 Agreement.
- Admissibility. A printed version of this Agreement will be admissible in judicial and administrative proceedings based upon or relating to the terms and conditions contained herein to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.
- Notices. All notices under this Agreement shall be in writing and shall be sent by registered or certified mail, postage paid, return receipt requested, or by overnight courier such as FedEx, or by personally delivered to the other Party at the address listed below or by email to the other Party at the addresses listed in the Order Form; a 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.
- Amendment. No amendment to or modification of this Agreement is effective unless it is in writing and signed by an authorized representative of each party.
- Severability. If any provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability will not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.
- Survival. Any rights, obligations, or required performance of the parties in this Agreement which, by their express terms or nature and context are intended to survive termination or expiration of this Agreement, will survive any such termination or expiration.
- Entire Agreement. This Agreement, 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 Agreement 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 Agreement, 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 Agreement as of the Effective Date; (ii) second, this Agreement, excluding its Schedules and/or Exhibits; (iii) third, any related Schedules and/or Exhibits to this Agreement as of the Effective Date; and (iv) fourth, any other documents incorporated herein by reference.
- Assignment. You agree that this Agreement and all incorporated agreements may be automatically 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 Agreement is binding upon and inures to the benefit of the Parties hereto and their respective permitted successors and assigns.
- Headings. Headings are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section.
No Waiver. Our 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.