LEAFLY CANADA MASTER SERVICES AGREEMENT

Published on February 20, 2020 · Last updated May 3, 2024

Canadian Retail

Last Updated: May 2, 2024

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

This Master Service Agreement, together with any Service Order(s) and/or similar documents entered into by the parties (collectively this “Agreement”) is by and Leafly Canada Ltd., a British Columbia limited company, with offices located at 255 S King St Ste 9-116 Seattle, WA 98104 (“Leafly” or “we”), and you (“Licensed Retailer” or “you”).  Leafly and Licensed Retailer may collectively be referred to as the “Parties” and/or individually as a “Party.”

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

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

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

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

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

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

“Law” means any statute, law, rule, ordinance, regulation, administrative regulation and the like of any city, province, or local governmental agency.  License Retailer’s access to, and collection, access and disclosure of Personal Information shall comply with all Laws, rules and regulations, as they may be amended from time to time (the “Privacy Laws”), including, without limitation, any Laws governing communication or marketing by telephone, SMS, MMS, wireless text messaging,  and any other laws applicable to SMS/MMS communication, now or hereafter known.  License Retailer shall at all times perform its obligations hereunder in such a manner as not to cause Leafly to be in material violation of any Privacy laws or any other Laws. For Indigenous Peoples’ retailers, for any cannabis-specific requirements, “Law” refers to those requirements imposed by the applicable Indigenous self-government rather than the federal, provincial or municipal governments of Canada.

“Leafly Advertising Standards” means Leafly’s then current advertising standards, as they may be modified by Leafly from time to time.  The current version of the Leafly Advertising Standards is available upon request by Licensed Retailer to Leafly.

“Leafly Content” means: (i) on-screen layouts, product categories, product category descriptions, text, graphics, images, artwork, video, sound, or other artistic or textual material whether or not used or provided for use for the Services, that are created by or on behalf of, owned by, licensed to and/or controlled by Leafly or any Leafly Related Entity or provided by Leafly or any Leafly Related Entity in connection with the Services; (ii) any materials, including without limitation, product insights, market insights, software, documentation, educational material and other copyrightable works of any nature, that Leafly or any Leafly Related Entity provides in connection with the Services; and (iii) any and all technology, HTML formatting code, source and object code, programming code and software, as well as all text, images, video, audio, and other data, products, services, advertisements, promotions, URLs, keywords and other navigational elements, links, pointers, and any modifications, improvements, expansions, extensions, upgrades, updates, enhancements and replacements provided by Leafly or any Leafly Related Entity in connection with the Services or otherwise.  In addition, it is expressly agreed and understood that articles and any other content created by or on behalf of Leafly or any Leafly Related Entity shall be deemed Leafly Content, but excluding, in any case, any Licensed Retailer Marks that may be contained in such articles or other content. 

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

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

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

“Licensed Retailer” means you, the fully-licensed and legally compliant dispensary, retailer, clinic, or other business, and includes Indigenous Peoples’ retailers who are not licensed by a provincial government of Canada but who comply with all Indigenous self-Government requirements pertaining to cannabis applicable to it.

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

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

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

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

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

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

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

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

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

“Service Fee” means the amount specified in the Service Order for the Services.

“Service Order” means each ordering document, from which these terms were linked, entered into by the Parties which references this Agreement, identifies the Services ordered by Licensed Retailer from Leafly, sets forth the prices for the Services, and contains other applicable terms and conditions.

“Services” means any goods or services provided by Leafly, whether through the Sites or through an integration with a third-party website or application, as set forth in one or more Service Orders presented to you in connection with this Agreement.  Services include, without limitation, the Sites, any mobile or computer applications, software, content or ad placement, the Reservation functionality (if applicable), and any other services described in a Service Order.  The Services do not extend to the facilitation or consummation of any Transaction whatsoever, which is solely between the Licensed Retailer and the End User.

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

“Transaction” means the exchange of monies for Licensed Retailer’s goods or services between the Licensed Retailer and an End User.

  • 2.               Services.
    • 2.1.            General.  Subject to this Agreement, including the timely payment of all amounts owed, Leafly will use commercially reasonable efforts to provide the Services consistent with Leafly’s normal business practices.  Licensed Retailer acknowledges and agrees that Leafly’s performance of its obligations under this Agreement and the performance of the Services are contingent on the software, equipment, and Internet connectivity provided by Licensed Retailer and third parties, and Licensed Retailer providing full cooperation and agreed upon access to Licensed Retailer’s personnel, Licensed Retailer Content, and other materials and equipment so that Leafly may implement and enable the Services for Licensed Retailer.
    • 2.2.            Licensed Retailer Accounts. In order to enable the Services, Licensed Retailer shall register an Account including a username and password with Leafly (“Account”) and shall pay a fee for access to the Services and related products, as documented in a Service Order Service order or other writing that references this Agreement.  The Account will facilitate the Licensed Retailer’s use of the Services and will allow the Licensed Retailer to provide and maintain information pertaining to the Licensed Retailer’s Account with Leafly.  It is the sole responsibility of Licensed Retailer to maintain a current and accurate Account.  Licensed Retailer is solely responsible for any and all activity and transactions which occur through its Account, including activities by any third parties that have access to Licensed Retailer’s Retailer Page. Licensed Retailer is responsible for maintaining the confidentiality of the Account login information and password, and all changes and updates submitted through the Account. Licensed Retailer shall immediately notify Leafly of any unauthorized use or security issue related to the Account or the Sites.
    • 2.3.            Compliance. Licensed Retailer shall actively manage its Account, regularly maintain the Licensed Retailer Content included in the Account as well as comply with this Agreement, Leafly policies and guidelines, and applicable Laws, including but not limited to Laws pertaining to cannabis products.
      • 2.3.1. Right to Review Licensed Retailer Content. Leafly reserves the right to review any Licensed Retailer Content (including any image files or reviews), investigate, and/or take appropriate action against Licensed Retailer in Leafly’s sole discretion (including removing or modifying Licensed Retailer Content, terminating the Account, and/or reporting Licensed Retailer to law enforcement authorities).
      • 2.3.2. Account Suspension. Leafly may suspend access to the Account and/or the Services at any time without prior notice if Leafly reasonably believes that Licensed Retailer has failed to abide by the terms set forth in this Agreement or applicable Laws. Leafly will provide written notice of an account suspension stating the reason(s) for suspension. Licensed Retailer may provide a written response, which Leafly will evaluate and determine, in its sole discretion, whether an account suspension shall be lifted based on new information or revised business practices.  In the event Licensed Retailer fails to respond to a written notice of account suspension within 2 weeks, or if the account suspension is not lifted within 4 weeks from the written notice as a result of continued noncompliance, Leafly reserves the right to terminate the Services. Suspended accounts may also be terminated in accordance with Section 9.2 (Termination by Leafly) or Section 9.3 (Termination by Licensed Retailer).  Unless and until Services are terminated, Service Fees shall continue to apply during any account suspension, and Licensed Retailer shall be responsible for all such fees.
    • 2.4.            Access.  Licensed Retailer may only access the Services through authorized means. It is the responsibility of the Licensed Retailer to access the correct version of the Services that are compatible with Licensed Retailer’s technology.  Leafly is not liable in the event that Licensed Retailer does not have compatible technology.  Leafly reserves the right to terminate this Agreement if the Licensed Retailer uses the Services with an incompatible or unauthorized device.
    • 2.5.            Support. The Parties will reasonably cooperate with each other and any of their respective suppliers and subcontractors as reasonably necessary to perform each Party’s obligations under this Agreement; provided, however, that any such support shall be consistent with all Laws, including Laws regulating the sale and distribution of cannabis products.
    • 2.6.            User Reviews. Leafly has no affirmative obligation to permit End User Reviews of Licensed Retailers nor to investigate, remove, or otherwise alter End User Reviews of Licensed Retailers. Leafly will take commercially reasonable efforts to review User Reviews for compliance with Leafly’s Terms of Use available at http://www.leafly.com/company/tos and may take actions, including but not limited to, removing End User reviews that Leafly deems, in its sole discretion, have violated the above-referenced Terms of Use.
  • 3.               Leafly Obligations. Leafly will use commercially reasonable efforts to provide and maintain the Services to Licensed Retailer, consistent with Leafly’s normal business practices.  Licensed Retailer acknowledges and agrees that Leafly’s performance of its obligations under this Agreement and the performance of the Services are contingent on Licensed Retailer’s ability to fulfill its obligations as set forth in this Agreement. The Parties acknowledge and agree that the Services and any Reservations are not connected to or dependent on any Transaction that may occur between Licensed Retailer and any End User or other customer.
  • 4.               Licensed Retailer Reservation Obligations.  In order to preserve the goodwill of Leafly, the Licensed Retailer shall use commercially reasonable efforts to fulfill Reservations made by End Users delivered through the Services, in addition to any and all obligations under this Agreement.  In particular and not by way of limitation, as applicable:
    • 4.1.            Reservation Dashboard Management.  Licensed Retailer will maintain an accurate offering of Reservation Items and Substitution Items; manage Reservations, including confirming or rejecting Reservations in commercially reasonable manner; and communicate with the End User regarding the Reservation. Licensed Retailer must keep accurate records of orders received, orders fulfilled, orders not fulfilled, customer support requests, and any other information relevant to the End User experience using Reservations.
    • 4.2.            Operating Hours.  Licensed Retailer shall provide and maintain the accuracy of its Operating Hours on its Retailer Page and accept Reservations during said Operating Hours.
    • 4.3.           Communication with the End User.  Licensed Retailer, upon the confirmation of the Reservation, is fully responsible for all communication through the Services with the End User related to the Reservation. Licensed Retailer must offer customer support services to End Users with an industry standard response time in response to any support request made during Licensed Retailer Operating Hours.
    • 4.4 Confidentiality and Proper Use of End User and Reservation Data. Licensed Retailer shall maintain confidentiality of any data related to an End User or Reservation that is meant to be confidential and may only use such data for the purpose for which it was made available through the Reservation functionality.
    • 4.5.           Delivery. Licensed Retailer delivery operations must comply with all applicable laws (including provincial and local cannabis regulations). Licensed Retailer shall be solely responsible for all acts and omissions of delivery drivers. Licensed Retailer must have policies in place that ensure all cannabis deliveries are compliant with all applicable laws and ensure the safety of the public and End Users, including but not limited to:
  • 4.5.1. Drivers must possess a valid driver’s license;
  • 4.5.2. Drivers must be covered by an automobile insurance policy that meets or exceeds the applicable state’s minimum financial responsibility requirements;
  • 4.5.3. Drivers must undergo a criminal background and driver history checks with results that are satisfactory based on regulatory requirements and industry standard;
  • 4.5.4. Drivers must receive training on cannabis delivery regulations and safety prior to making any deliveries;
  • 4.5.5. Licensed Retailer and drivers must comply with any other standards that are required by applicable law, including without limitation state and local cannabis regulations regarding employment status of cannabis delivery drivers; and
  • 4.6.6. Licensed Retailer must ensure that any driver that fails to meet the standards set forth herein not make any deliveries to any End Users.
  • 4.6.           This Section 4 shall not apply where Licensed Retailer has not enabled the Reservation feature.
  • 5.               License Grants and Intellectual Property.
    • 5.1.            Grant.  Subject to this Agreement, Leafly hereby grants to Licensed Retailer a non-exclusive worldwide right and license during the Term (a) to access and use the Services, and (b) to market the availability of the Services as part of marketing the Licensed Retailer. Subject to this Agreement, Licensed Retailer hereby grants to Leafly and its Related Entities a non-exclusive, royalty-free, worldwide right and license to use and reproduce Licensed Retailer Marks and Licensed Retailer Content during the Term solely for purposes of performing the Services, and Licensed Retailer hereby grants to Leafly and its Related Entities a perpetual, irrevocable, worldwide, royalty-free, non-exclusive, sublicensable and transferable license to, in whole or in part, use, distribute, reproduce, modify, prepare derivative works of, and display Licensed Retailer Content in connection with the Services or in Leafly products and services, now existing or future developed, and for Leafly’s marketing and advertising activities Leafly products and services. In the event that the perpetual license terms are not allowed by law, the term shall be for the longest period allowed by applicable law.
    • 5.2.            Intellectual Property.  Except as expressly stated in this Agreement, no right, title, license, or interest in either Party’s (or any of its Related Entities’) Intellectual Property is intended to be given to or acquired by the other Party (or any of its Related Entities) as a result of the execution or performance of this Agreement.  Each Party expressly agrees that it and/or its Related Entities shall not take any action that shall interfere with or diminish the other Party’s (or its Related Entities’) rights in that Party’s (or its Related Parties’) Intellectual Property. Neither Party (nor their Related Entities) will register or attempt to register the marks of the other Party (or its Related Entities) or any confusingly similar marks in any jurisdiction. If a Party (or a Related Entity) uses, registers or applies to register a mark in violation of its obligations under this Section, such Party agrees, at the other Party’s request, to abandon the use of such mark and any application or registration for such mark.  For the avoidance of doubt, Leafly Intellectual Property includes but is not limited to Leafly Content, Leafly Data, Leafly Marks, the Sites, and Services.  Licensed Retailer Intellectual Property includes      Licensed Retailer Content and Licensed Retailer Marks, except to the extent they include or incorporate Leafly Intellectual Property.
    • 5.3.            Marketing and Promotion.  Each Party shall use the other Party’s marks only in the form(s) approved by the other Party. Each Party shall use the other Party’s Marks in a manner consistent with the other Party’s use of such Party’s Marks and each Party’s use of the other Party’s Marks shall at all times comply with the other Party’s trademark guidelines, as may be provided by a Party to the other Party from time to time. Each Party shall submit to the other Party for its approval, all graphics, text or other materials that use or display the other Party’s Marks prior to any use by such Party.  The reviewing Party shall have the right to grant or withhold approval in such Party’s sole discretion. The Parties acknowledge and agree that: (a) there is no agreement or understanding between them that as consideration for entering into this Agreement the Licensed Retailer must market or promote a specific brand of product; (b) the marketing and promotion of any cannabis products by the Licensed Retailer are not and shall not be influenced or induced by any manufacturer, importer, supplier, wholesaler or distributor; and (c) that Licensed Retailer shall at all times be free to market and promote any brands of cannabis products that it determines pursuant to its unilateral business judgment.
    • 5.4.           Feedback.  Any and all (i) suggestions for correction, change, and modification to the Services and other feedback (including but not limited to quotations of written or oral feedback), information and reports provided to Leafly or any Leafly Related Entity by Licensed Retailer (collectively “Feedback”), and all (ii) improvements, updates, modifications or enhancements thereto, whether made, created or developed by Leafly or any Leafly Related Entity or otherwise relating to the Services (collectively, “Revisions”), are and will remain the property of Leafly. Licensed Retailer acknowledges and expressly agrees that any contribution of Feedback or Revisions does not and will not give or grant Licensed Retailer any right, title or interest, in the Sites and/or Services, including any software or in any such Feedback or Revisions. All Feedback and Revisions become the sole and exclusive property of Leafly and its Related Entities and Leafly may use and disclose Feedback and/or Revisions in any manner and for any purpose whatsoever without further notice or compensation to Licensed Retailer and without retention by Licensed Retailer of any proprietary or other right or claim. Licensed Retailer hereby assigns and agrees to assign to Leafly any and all right, title, and interest (including, but not limited to, any patent, copyright, trade secret, trademark, show-how, know-how, moral rights and any and all other intellectual property right) that Licensed Retailer may have in and to any and all Feedback and Revisions. At Leafly’s request, Licensed Retailer will execute any document, registration, or filing required to give effect to the foregoing assignment.
    • 5.5.            Data. Leafly and its Related Entities shall retain all right, title, and interest in all Leafly Data whether collected before, during or after the Term.
  • 6.               Integration.  Subject to this Agreement, including the timely payment of all amounts owed, Leafly will use commercially reasonable efforts to implement the Services for Licensed Retailer, and Licensed Retailer will use commercially reasonable efforts to integrate its systems with Leafly’s and provide access to and deliver Licensed Retailer Content.
  • 7.               Acceptable Use.
    • 7.1.            General Restrictions. Licensed Retailer shall not: (i) distribute, sell, assign, encumber, transfer, rent, lease, loan, sublicense, modify, time-share, or otherwise exploit the Sites, Services, or Leafly Content in any unauthorized manner, including but not limited to by trespass or burdening network capacity; (ii) copy, reproduce, adapt, create derivative works of, translate, localize, port or otherwise modify the Services, or Leafly Content, any updates, or any part thereof in any form or manner or by any means; (iii) attempt to obtain any information or content from the Sites, Services, or Leafly Content using any robot, spider, scraper or other automated means for any purpose; (iv) remove or alter any copyright or other proprietary rights’ notice or restrictive rights legend contained or included in the Sites, Services, or Leafly Content; (v) decompile, disassemble, reverse compile, reverse assemble, reverse translate or otherwise reverse engineer the Sites, Services, or Leafly Content, any source code thereof, any updates thereto, or any part thereof (except as and only to the extent any foregoing restriction is prohibited by applicable Law or to the extent as may be permitted by the licensing terms governing use of any open sourced components included with the Site, Services, or Leafly Content); (vi) use any means to discover the trade secrets in the Sites, Services, or Leafly Content; (vii) otherwise circumvent any functionality that controls access to or otherwise protects the Sites, Services, or Leafly Content; (viii) collect, upload, transmit, display, or distribute any information or materials (a) that violates any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right; (b) that is unlawful, harassing, abusive, tortious, threatening, harmful, invasive of another’s privacy, vulgar, defamatory, false, intentionally misleading, trade libelous, pornographic, obscene, patently offensive (e.g., material that promotes racism, bigotry, hatred, or physical harm of any kind against any group or individual) or otherwise objectionable material of any kind or nature or which is harmful to minors in any way; (c) in violation of any law, regulation, or obligations or restrictions imposed by any third party; (d) is otherwise designed, in Leafly’s sole discretion, to attack or damage the reputation of your competitors, other retailers, or End Users; or (ix) permit any third party to engage in any of the foregoing acts.
    • 7.2.            Specific Restrictions. Without limiting the generality of any of the restrictions set forth in this Agreement, including Section 7.1 above, Licensed Retailer hereby agrees that:  (i) any information it receives from Leafly that can be used to personally identify an End User shall not be used or disclosed, whether for marketing purposes or otherwise; (ii) any market insight/research data provided by Leafly that allows Licensed Retailer to determine where they rank in terms of number of reservations, value of items reserved, time from reservation to confirmation, menu views, pricing of products, etc. is confidential and may not be disclosed, or used outside the Leafly dashboard or for any purpose other than to receive the Services; and (iii) any product insight/research data provided by Leafly that allows Licensed Retailer to determine what products End Users are searching for, reviewing, buying, etc. is confidential and may not be disclosed, or used outside the Leafly dashboard or for any purpose other than to receive the Services.
    • 7.3.            Licensed Retailer Content. All Licensed Retailer Content must comply with the Leafly Advertising Standards and with all applicable Laws, including national, state, or provincial, including, without limitation, those regulating the advertising of cannabis or cannabis-related products and the provision of any deals, promotions, or other related advertisements. You must maintain your Licensed Retailer Content so that it is accurate, current and legally compliant. You may not use the Services to post or communicate any information in contravention of any applicable laws or regulations, including information that (a) makes any deceptive, false, or misleading assertions or statements about your products and/or services, (b) promotes over consumption of your products and/or services, (c) represents that the use of cannabis has curative or therapeutic effects, (d) depicts a child or other person under legal age, or otherwise suggests the presence of such person, and/or (e) is designed in any manner that would be especially appealing to persons under twenty-one years of age.
    • 7.4.            Links to Third Party Content. You may not upload or otherwise post any information to your Account (including, but not limited to, your Retailer Page) that refers or links to any third-party web sites or services for aggregated cannabis dispensaries, retail locations, ordering services outside of Leafly and/or medical provider listings.
    • 7.5.            Reviews by Licensed Retailers. You agree not to post reviews on the Sites (using your Account or any End User account) that are (a) about your own cannabis dispensary, retail location, and/or medical provider entity or a competitor’s cannabis dispensary, retail location, and/or medical provider entity or (b) your products or competing products. Reviews based on secondhand, non-personal experience, or are otherwise designed for any purpose other than providing other users on the Sites with an accurate description of your personal experience, are not allowed. In addition to the other restrictions contained in this Agreement, reviews posted on the Sites must not: (a) be written exclusively in capital letters; (b) be plagiarized; (c) contain spam or advertisements; (d) contain disparaging information about any dispensary employees or any other person; (e) contain overly detailed or sexual descriptions of an individual’s physical appearance, or lewd personal attacks against a specific individual or group of individuals; (f) contain references to products, cannabis dispensaries, retail locations, and/or medical providers other than the product or entity being reviewed, or (g) contain unrelated personal grievances.
    • 7.6.            Other Users. Your interactions with other retailers or End Users are solely between you and such user, including with respect to the provision and redemption of any deals or promotions offered by you on the Sites. You agree that Leafly will not be responsible for any loss or damage incurred as the result of any such interactions. If there is a dispute between you and any third party, we are under no obligation to become involved. You agree that you will not encourage any user or other person to violate this Agreement or Leafly’s standard Terms of Use available at http://www.leafly.com/company/tos.
  • 8.               Service Fees and Payments.
    • 8.1.            Service Fees.  Licensed Retailer shall pay the Service Fee in connection with the Services. For Profile Plan Products, Leafly may increase fees at any time, provided it gives Licensed Retailer notice at least one full billing cycle from the date of the notice. If Licensed Retailer does not agree to the increase, Licensed Retailer may terminate the Profile Plan Product upon written notice to Leafly pursuant to Section 9.3. For Add-On Products, fees and availability shall be subject to change every 30 calendar days based on local market rates and product requirements. Leafly will give Licensed Retailer 30 days notice of any such change. If Licensed Retailer does not agree to such change relating to an Add-On Product, Licensed Retailer shall give Leafly written notice that Licensed Retailer does not agree to such change, and the Add-On Product will be removed from the Services provided to Licensed Retailer after the 30 day period. If Licensed Retailer fails to contest any fee increase and all product requirements are met, Leafly will assume that Licensed Retailer agrees to any such fee increase and Licensed Retailer shall pay the fees reflected on subsequent invoices. For month-to-month Services and Auto-Renew Terms, but excluding Termed Services, Licensed Retailer shall have the right to adjust the level of the Services being provided by providing written notice to Leafly upon which the Service Fees will adjusted accordingly on the last day of the following billing cycle.
    • 8.2. Payments. By providing Leafly with credit card payment information, Licensed Retailer authorizes payment for all future balances and charges for Services Fees according to the Rate Plan or Billing Cycle specified on the Service Order, unless and until Licensed Retailer and Retailer mutually agree in writing to change the payment method at a later date. Service Fees are non-refundable once they are charged to Company’s account. Leafly is entitled to immediately cease all Services if payment is not received as set forth in the Service Order.  Late payments are subject to a late charge equal to the lesser of (i) one and one-half percent (1½%) per month or (ii) the highest rate permitted by applicable Law. If Licensed Retailer pays the Service Fee by ACH or check and the ACH doesn’t process or the check is returned to Leafly for insufficient funds, Leafly will charge the Licensed Retailer the lesser of (i) $40 or (ii) the applicable state maximum, in addition to the late fees described above. If Licensed Retailer chooses to make Service Fee payments with ACH debits, Licensed Retailer authorizes Leafly to initiate ACH debits from Licensed Retailer’s bank account for the amount of any fees owed to Leafly within three (3) days of Leafly delivering an invoice to Company for such fees. In the event Licensed Retailer does not pay Service Fee as set forth in the Service Order, including but not limited to making payments on time, Leafly reserves the right to adjust the payment terms and/or transfer the outstanding balance to a debt collection agency in its sole discretion.
    • 8.3. FBO Account. You understand and acknowledge that if you utilize Reservations and Leafly or its partners collects funds that are payable to you, such funds may be maintained in an account at Leafly’s financial institution (the “Financial Institution”) prior to disbursement to You. This account is a non-interest bearing demand deposit pooled account established at the Financial Institution “for the benefit of” all Leafly Customers (the “Customer FBO Account”) and the funds held in such account are held by the Financial Institution. Disbursements will be made weekly by Electronic Funds Transfer (EFT). Leafly has no right, title or interest to the funds in the Customer FBO Account but will be entitled to provide instructions to the Financial Institution in respect of the Customer FBO Account and act as the Financial Institution’s agent in that regard. None of the Leafly’s corporate funds, or any corporate funds of any of our affiliated companies, are ever held or commingled with the assets of Customers in the Customer FBO Account. Currently, Bank of Montreal acts as the Financial Institution for the Customer FBO Account. Leafly may change the identity of the Financial Institution where the Customer FBO Account is maintained at any time without prior notice to you. Leafly will notify you by email in the event the institution where the Customer FBO Account is maintained is changed.
  • 9.               Term, Termination and Amendment.
    • 9.1. Term.  Unless stated otherwise in a Service Order, the Term of this Agreement begins on the date Licensed Retailer signs a Service Order (the “Effective Date”).  The date of any expiration or termination of this Agreement shall be the “Termination Effective Date.” The Term shall include any Initial Terms plus any Renewal Terms
      • 9.1.1. Termed Subscription. If the Service Order states that a subscription is Termed, This Agreement shall remain in force from the Effective Date for the period set forth in the Service Order as the “Initial Term”  (quantified in months on the Service Order), unless and until sooner terminated as provided in Section 9.2 below.
      • 9.1.2. Auto Renew. If the Service Order states that this Agreement will “Auto Renew,” this Agreement will automatically renew upon expiration for the Renewal Term set forth in the Service Order, or if none is specified, as an Evergreen Subscription (each a “Renewal Term”), unless and until Licensed Retailer provides at least 30 day written notice of termination prior to expiration of the Renewal Term in the matter set forth in Section 9.3.
      • 9.1.3. Evergreen Subscription. If the Service Order states that a subscription is Evergreen, this Agreement continues on a month-to-month basis until termination as set forth in Section 9.2 or Section 9.3 below.
    • 9.2.            Termination by Leafly. Leafly may terminate this Agreement or any individual product offering, at any time for any reason, including for any use of the Services in violation of this Agreement, by notifying you at the e-mail address and/or phone number provided in connection with your Account. Upon termination of this Agreement, your Account and right to access and use the Services will terminate immediately. Upon termination of an individual Product, your right to access and use the terminated product will terminate immediately, and this Agreement shall remain effective to the extent there are additional Services being offered. You understand that any termination of your Account involves deletion of Licensed Retailer Content associated therewith from our live databases. Leafly will not have any liability whatsoever to you for any termination of this Agreement, including for termination of your Account or deletion of Licensed Retailer Content.  If the operation of the Services is determined by either Party, or by a regulatory authority or court having competent jurisdiction, to violate any Law, this Agreement may be immediately terminated.
    • 9.3. Termination by Licensed Retailer. In order to terminate Services that are eligible for early termination, visit help.leafly.com and submitting a request to “Cancel My Leafly Subscription” at the “Submit a Request” section of the webpage. Upon submitting a request to cancel the Services, the Agreement will terminate on the last day of the following billing cycle. Upon termination, Licensed Retailer will no longer have access to the Services and shall be responsible for the payment of all Service Fees accrued through the Termination Effective Date. Termed Subscriptions are not eligible for early termination under this Section.
  • 9.4. Request to Amend the Services by Licensed Retailer. For Services provided under Evergreen Subscriptions and Auto-Renew Terms, but excluding Termed Subscriptions, Licensed Retailer shall have the right to request a downgrade to any Services being provided  for any reason by providing thirty (30) days’ prior written notice to Leafly. The Services and Service Fees will be adjusted accordingly on the last day of the following billing period for Evergreen Subscriptions and upon the beginning of the following Renewal Term, whichever subscription type applies.
  • 9.5. Insolvency; Cessation of Business.  Either Party may terminate this Agreement immediately upon written notice to the other Party if the other Party:  has ceased operations in the normal course of business; becomes insolvent; has written proof of seeking to make a compromise, assignment or other arrangement for the benefit of creditors; or becomes a party to bankruptcy, receivership or similar proceedings which are not discharged within sixty (60) days of filing.
    • 9.6. Termination for Breach. Either party may terminate this Agreement for a material breach upon fifteen (15) days’ prior written notice, unless the breaching party cures the breach during such 15-day period. For clarity, a breach of a party’s representations, warranties or covenants constitutes a material breach.
    • 9.7.            Effect of Termination.  Upon expiration or termination of this Agreement for any reason:
      • 9.7.1. Except as expressly set forth herein, all rights and licenses granted hereunder to each Party’s Intellectual Property shall terminate effective on the Termination Effective Date, and each Party shall remove the Intellectual Property of the other Party from such Party’s properties.
      • 9.7.2.        Licensed Retailer shall make the final payment to Leafly in accordance with the terms of this Agreement and any applicable Service Orders.
      • 9.7.3.        Licensed Retailer shall no longer have access to any of the Services under this Agreement.
      • 9.7.4.        To the extent Licensed Retailer is in possession or control of any Leafly Property, Licensed Retailer must return such Leafly Property to Leafly within seven (7) business days of the expiration or termination of the applicable Service Order.
    • 9.8.            Survival.  Upon expiration or termination of this Agreement, the provisions of this Agreement that are intended to survive termination shall so survive including Sections 1, 5.2, 5.4, 5.5, 7.1, 8.2, 9-15.
  • 10. Confidential Information.
    • 10.1.           Definition.  “Confidential Information” means information of any kind provided by one Party (“Discloser”) to the other (“Recipient”) prior to the date of this Agreement or at any time during the Term in connection with this Agreement that is marked as confidential, or that is of a nature that a reasonable person would assume is confidential, whether it is in oral form, machine-readable form, written, digital, electronic or other tangible form, and whether designated as confidential or unmarked.  Confidential Information specifically shall include, without limitation:  Leafly Data, End Users’ personally identifiable information, business strategies and information, marketing concepts, advertising and promotional plans, technical information, network information, information regarding software applications, algorithms, systems and procedures, financial information, sales data, vendor lists, customer lists and other customer related information, creative concepts, specifications, designs, plans, and software, advertising, promotional and website development plans.  Leafly Confidential Information includes but is not limited to Leafly Intellectual Property.  A Party’s Confidential Information also includes notes prepared based on any of the information described in this Section 10.1, regardless of the preparer.
    • 10.2.         Exceptions.  Sections 10.3, 10.4 and any other obligations of confidentiality do not apply to information that Recipient can demonstrate by documentary evidence:  (a) is or becomes publicly known through no violation of this Agreement by the Recipient; (b) is rightfully received from a third party without similar restriction and provided that such third party is not and was not prohibited from disclosing such Confidential Information; (c) is approved by Discloser in writing for release; (d) is disclosed pursuant to the lawful requirement of a governmental agency, provided that if the Recipient makes such disclosure, it shall use commercially reasonable efforts to give prompt notice to the Discloser of the Confidential Information so that Discloser may seek a protective order or other appropriate remedy prior to such disclosure; or (e) is developed independently by the Recipient without use of the Discloser’s Confidential Information.
    • 10.3.         Use and Disclosure of Confidential Information.  Except as otherwise permitted by and subject to the rights and licenses granted elsewhere in this Agreement, Discloser’s Confidential Information will be used solely for the purpose of performing and receiving the Services and will not, without the prior written consent of the Discloser, be voluntarily divulged, furnished or otherwise disclosed, orally or in writing, except that the Confidential Information or portions thereof may be disclosed to the employees, officers, directors, contractors and legal counsel of Recipient (collectively and as applicable, “Representatives”) with a need to know such Confidential Information in order to perform their duties and who are under confidentiality obligations no less restrictive than those set forth herein.  Recipient shall use the same measures to avoid publication, disclosure or dissemination of Confidential Information as the Recipient uses with similar information of its own which it desires not to have published, disclosed or disseminated, and in no event less than reasonable measures.  Neither Party will, without the prior written consent of the other, disclose to any person, other than to those specifically authorized herein on a confidential basis, any of the terms of or other facts regarding any proposed or actual business relationship or agreement between the Parties.  Each Party reserves the right, in its sole discretion and without prior notice to any other Party, to disclose its own Confidential Information to any third party for any purpose.
    • 10.4.         Return of Property.   Upon expiration or termination of this Agreement or at any other time requested by a Party, each Party shall turn over to the other Party all Confidential Information of the other Party in such Party’s possession or control.  The Party returning such information shall also securely delete or destroy all copies of such information stored on disk, tape, or other electronic storage media, and any backup of such media and deliver certification of such destruction to the requesting Party.
  • 11.             Representation and Warranties.
    • 11.1. General.  Each party represents and warrants that it has the full right, power and authority to enter into and to perform its obligations under this Agreement.
    • 11.2 Licensed Retailer.   Licensed Retailer further represents, warrants, and covenants that (a) it holds in good standing all applicable, required licensure necessary to its business, including but not limited to:  retail license(s) as prescribed and permitted by the licensing board, authority or similar regulatory body for the city, town, county and/or province (each as applicable) in which Licensed Retailer operates its store(s); and the governmental cannabis licensing commission for the province in which Licensed Retailer operates, if such governmental regulatory licensing framework exists or, for any Indigenous Peoples’ retailer, it complies with any similar requirement imposed by its Indigenous self-government, and that it shall promptly provide any information or documents reasonably requested by Leafly in order to verify compliance with the foregoing; (b) it shall comply with all applicable Laws pertaining to Licensed Retailer’s activities, as well as its participation in the Services, including but not limited to taking the necessary legally required steps to verify the ages of all its customers and persons accepting deliveries; (c) it is at all times solely responsible for controlling and managing all aspects of the sale of its products, including the selection and pricing of inventory, receipt and acceptance of reservation requests or orders, and the processing and receipt of payments; (d) any and all product reservation requests which are contracted through the use of the Services by and between any End User and Licensed Retailer are solely provided, managed and offered by the Licensed Retailer and not by Leafly or any Leafly Related Entity; (e) it acknowledges and understands that Leafly and all Leafly Related Entities do not offer, provide, or sell cannabis products and are not licensed cannabis retailers; (f) it acknowledges and understands that all payments provided by End Users to Licensed Retailer hereunder for the provision and sale of products or related services are underwritten and processed by a the Licensed Retailer, not by Leafly or any Leafly Related Entity, and that neither Leafly nor any Leafly Related Entity accepts or processes any such payments; (g) Licensed Retailer owns the Licensed Retailer Intellectual Property; (h) no Licensed Retailer Content shall infringe any Intellectual Property Right of any third party; and (i) it will immediately notify Leafly in the event it becomes aware (including by being notified by a regulator) that its license to sell cannabis or conduct business may be suspended, revoked or not renewed or if it becomes aware that its advertising or sales or other practices are being investigated by a regulator or are alleged by any third party to be in violation of any applicable Law; (j) the execution and performance of this Agreement by Licensed Retailer does not, and shall not, violate any agreements, rights, or obligations between Licensed Retailer and any third party. Licensed Retailer further represents, warrants, and agrees that this Agreement: (i) is not intended to and does not constitute any referral for the purchase of any products or services by any person from Licensed Retailer; (ii) is not intended to and does not create any agency relationship between Leafly and Licensed Retailer for purposes of bringing together Licensed Retailer and any buyer for any products or services from Licensed Retailer; and (iii) is not connected to or dependent on any transaction that may occur between Licensed Retailer and any other person.
    • 11.3.           Disclaimer.  To the maximum extent permitted by applicable law, and except as expressly provided in section 11.1, the services, Leafly content and any information, services, software and intellectual property provided through or in connection with the services (including, without limitation, any third-party materials, third-party software or services) are provided “as is” and “as available”, without warranty of any kind (all of which are hereby disclaimed), whether express, implied, statutory or otherwise, including, without limitation, any implied warranty of merchantability, fitness for a particular purpose, title, or non-infringement, and all warranties implied from any course of dealing or usage of trade. To the maximum extent permitted by applicable law, Leafly makes no representation, warranty, or guaranty of any results of any kind for licensed retailer. Leafly is not liable to you for any loss or damage that might arise, for example, from the site’s inoperability, unavailability or security vulnerabilities or from your reliance on the quality, accuracy, or reliability of the business listings, ratings, reviews (including their content, order, and display), or metrics found on, used on, or made available through the site.
  • 12. Indemnification.  Licensed Retailer shall defend, indemnify, and hold harmless Leafly and its Related Entities, and their respective directors, officers, agents and employees (each a “Leafly Indemnitee”) from and against any and all actions, claims, suits, fines, demands, liabilities, judgments, damages, costs or expenses of any nature (including but not limited to attorneys’ fees and costs) that arise out of or relate to:  any goods or services of Licensed Retailer or any of its Related Entities, any Licensed Retailer Content, or any act or omission or Licensed Retailer or any of its Related Entities, including without limitation any breach of Specific Restrictions in Representations and Warranties in Section 11.2 of this Agreement or violation of applicable Law.
  • 13.              LIMITATION OF LIABILITY.  EXCLUDING LICENSED RETAILER’S OBLIGATIONS UNDER SECTION 11.2 OF THIS AGREEMENT TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL LEAFLY’S, ITS RELATED ENTITIES’, AND/OR ITS OR THEIR LICENSORS’ AGGREGATE LIABILITY ARISING OUT OF, OR IN ANY WAY CONNECTED WITH THIS AGREEMENT OR THE SERVICES EXCEED THE AMOUNTS ACTUALLY PAID BY LICENSED RETAILER TO LEAFLY IN THE SIX (6) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL LEAFLY, ITS RELATED ENTITIES, AND/OR ITS OR THEIR LICENSORS BE LIABLE FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, LOSS OF USE, DATA OR PROFITS, OR ANY OTHER DAMAGES OR LOSSES OF ANY TYPE OR KIND ARISING OUT OF, OR IN ANY WAY CONNECTED WITH THIS AGREEMENT OR THE SERVICES, OR FOR ANY OTHER CLAIM, DEMAND OR DAMAGES WHATSOEVER RESULTING FROM OR ARISING OUT OF THE PROCESSING, SALE, PURCHASE, DELIVERY OR CONSUMPTION OF CANNABIS, INCLUDING ANY CLAIM, DEMAND OR DAMAGES ARISING FROM ANY TRANSACTION THROUGH THE SERVICES INITIATED OR COMPLETED BETWEEN LICENSED RETAILER AND ANY END USER, OR AS A RESULT OF ANY RELATIONSHIP OR TRANSACTION BETWEEN LICENSED RETAILER AND ANY THIRD PARTY SERVICE PROVIDER, ADVERTISER OR SPONSOR WHOSE ADVERTISING APPEARS ON THE SERVICES OR IS REFERRED BY THE SERVICES, OR FOR ANY LOSS OR DAMAGE THAT MIGHT ARISE, FOR EXAMPLE, FROM THE SITE’S INOPERABILITY, UNAVAILABILITY OR SECURITY VULNERABILITIES OR FROM YOUR RELIANCE ON THE QUALITY, ACCURACY, OR RELIABILITY OF THE BUSINESS LISTINGS, RATINGS, REVIEWS (INCLUDING THEIR CONTENT, ORDER, AND DISPLAY), OR METRICS FOUND ON, USED ON, OR MADE AVAILABLE THROUGH THE SITE OR SERVICES HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, STRICT LIABILITY OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE) EVEN IF LEAFLY, ITS RELATED ENTITIES AND/OR ITS LICENSORS HAVE BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. LICENSED RETAILER EXPRESSLY WAIVES AND RELEASES LEAFLY FROM ANY AND ALL LIABILITY, CLAIMS, OR DAMAGES ARISING FROM OR IN ANY WAY RELATED TO LICENSED RETAILER’S USE OF THE SERVICES AND ANY SERVICES OFFERED VIA USE OF THE SERVICE.

Each party acknowledges that the foregoing limitations are an essential element of the Agreement between the Parties and that in the absence of such limitations the terms set forth in this Agreement would be substantially different.

14. Force Majeure.  Neither Party will be deemed to be in default of or to have breached any provision of this Agreement as a result of any delay, failure in performance or interruption of service (except for failure to timely pay), resulting from acts of God, acts of civil or military authorities, civil disturbances, wars, strikes or other labor disputes, fires or other catastrophes or occurrences which are beyond such Party’s reasonable control.  Notwithstanding the foregoing, if any excusable delay or failure to perform by a Party exceeds twenty (20) days, the other Party shall have the right to terminate this Agreement, if applicable, without liability, except that Licensed Retailer will continue to be liable for payment of any fees in accordance with this Agreement.

  •  15. Consent.   Licensed Retailer acknowledges that Leafly may, from time to time, utilize an API integration by a point-of-service provider (“Provider”) to receive data transmitted from licensed retailers with respect to the Services provided hereunder and that by utilizing the Services Licensed Retailer consents to such data transmission. Leafly represents that any Company data transmitted to Leafly through Provider shall be limited to data related to Company’s product availability (“Product Availability Data”). Product Availability Data includes the information related to Company inventory and individual products therein, and products included in completed sales by Company. Product Availability Data does not include customer data or any personally identifiable information belonging to customers of Company.
  • 16. General.
    • 16.1.            Electronic Communications. The communications between you and Leafly use electronic means, whether Leafly posts notices on the Sites or communicates with you via e-mail. For contractual purposes, you (1) consent to receive communications from Leafly in an electronic form; and (2) agree that all terms and conditions, agreements, notices, disclosures, and other communications that Leafly provides to you electronically satisfy any legal requirement that such communications would satisfy if it were to be in writing. The foregoing does not affect your statutory rights.
    • 16.2.            Assignment.  Licensed Retailer may not assign or transfer any of its rights or obligations under this Agreement whether by merger, application of law, or otherwise, without the prior written consent of Leafly, which may be withheld in Leafly’s sole discretion.  Leafly may assign or delegate this Agreement or any or all of its rights and obligations under this Agreement to a Related Entity or to a successor in interest in connection with the merger, consolidation, reorganization, or sale of all or substantially all of its assets or equity or that portion of its business to which this Agreement relates.  Any attempted assignment or delegation in violation of this Section will be void and without effect. Subject to the foregoing, this Agreement shall bind and inure to the benefit of the Parties, their respective successors, and permitted assigns.
    • 16.3. Arbitration; Governing Law; Dispute Resolution.  The parties desire to resolve any dispute, controversy, or claim arising out of or relating to this Agreement, or the interpretation, enforceability, performance, breach, termination, or validity hereof, including, without limitation, this Section (each, a “Dispute”) without litigation in accordance with this Section. The party raising any Dispute shall promptly notify the other party in writing and dispute resolution discussions will begin within ten (10) business days after receipt of that notice. If any Dispute cannot be resolved through friendly consultation, either party may proceed to arbitration and the Dispute will be settled by a single arbitrator in accordance with the then current Comprehensive Arbitration Rules and Procedures of JAMS (the “Rules”). JAMS shall administer the arbitration and, if there is a conflict between the Rules and this Section, this Section’s provisions govern. The laws of the Province of Ontario apply to the arbitrators, without regard to its conflict of laws principles. The ruling will be final, binding and non-appealable judgment and the award may be entered in any court of competent jurisdiction in Canada. The parties waive any rights they may have under any law to apply to any court for relief from the provisions of this clause or from any decision of the arbitrators. The losing party in arbitration is responsible for costs of arbitration, excluding each party’s legal fees, unless the arbitrators rule otherwise. The parties shall maintain the confidential nature of the arbitration proceeding and the award. Any arbitration will be conducted only on an individual basis and not in a class, collective, consolidated, or representative proceeding.
    • 16.4. Equitable Relief.  The Parties agree that a Party’s breach of the confidentiality provisions of this Agreement or infringement or violation of the other Party’s intellectual property rights, may cause irreparable damage to the other Party and that in the event of such breach, infringement, or violation by a Party, the other Party shall have, in addition to any and all remedies at law, the right to seek an injunction, specific performance, or other equitable relief in a court of law.
    • 16.5. Severability.  If any provision of this Agreement (or any portion thereof) or the application of any such provision (or any portion thereof) to any person or circumstance shall be held invalid, illegal or unenforceable in any respect by a court of competent jurisdiction, such invalidity, illegality or unenforceability shall not affect any other provision hereof (or the remaining portion thereof) or the application of such provision to any other persons or circumstances, and the Parties shall endeavor to fulfill the intent of the severed provision to the extent permitted by applicable Law.
    •  16.6. Notices.  Any notice, demand, or communication required or permitted to be given by any provision of this Agreement must be in writing and sent by email with a read receipt, by certified Canadian mail with return receipt requested, or by express courier or delivery services and addressed to the receiving party at the address shown in the Service Order, or to such other address as a party may from time to time specify by notice to the other party. Notices will be effective on the earlier of actual receipt or five (5) days after mailing as provided in the preceding sentence..
    •  16.7. Relationship.  The Parties to this Agreement are independent contractors. There is no relationship of partnership, joint venture, employment, franchise, or agency between the Parties.  Neither Party shall have the power to bind the other or incur obligations on the other’s behalf.
    •  16.8. Waiver; Cumulative Remedies.  No failure of either Party to exercise or enforce any of its rights under this Agreement shall act as a waiver of such right. Other than as expressly stated herein, the remedies provided herein are in addition to, and not exclusive of, any other remedies of a Party at law or in equity.  
    • 16.9 Construction.  The Parties agree that any principle of construction or rule of law that provides that an agreement shall be construed against the drafter of the agreement in the event of any inconsistency or ambiguity in such agreement shall not apply to this Agreement.
    • 16.10.          Headings; “Includes” and “Including.”  All captions, titles, or section headings of this Agreement are for ease of reference only, shall not affect the interpretation or construction of any provisions of this Agreement, and shall not be deemed part of this Agreement.  Wherever the word “including” or “include” shall appear in this Agreement, such term shall be construed to mean “including without limitation” or “include without limitation,” as the case may be.
    • 16.11.          This Agreement, any applicable Service Order(s)(which are hereby incorporated by this reference), and the current Commercial Terms of Use (“CTOU”) found at https://www.leafly.ca/company/commercialtos (which is hereby incorporated by this reference) contains the entire agreement and understanding between the Parties with respect to the subject matter hereof. This Agreement supersedes and replaces all other prior and contemporaneous agreements between the Parties regarding such subject matter whether written or oral, including but not limited to previous versions of the CTOU that previously appeared on the Sites.  The Parties agree that all ongoing invoices that previously referenced the CTOU shall now be governed by this Agreement.  In case of any conflict between this Agreement and a Service Order or invoice, this Agreement shall prevail. In the event of a direct conflict between this Agreement and the current CTOU, the CTOU shall prevail.  Your continued use of the Services after we post such changes will constitute your acceptance of such changes or modifications.
    • 16. 12 Updates. We may revise these Terms or any additional terms and conditions that are relevant to a particular Leafly service from time to time to reflect changes to the Terms or to the Leafly services. We will post the revised terms on the Site with a “last updated” date. PLEASE REVIEW THE SITE ON A REGULAR BASIS TO OBTAIN TIMELY NOTICE OF ANY REVISIONS. IF YOU CONTINUE TO USE THE LEAFLY SERVICES AFTER THE REVISIONS TAKE EFFECT, YOU AGREE TO BE BOUND BY THE REVISED TERMS. You agree that we shall not be liable to you or to any third party for any modification of the Terms.

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

RATE PLANS
ONE-TIMEOne-time charge for one-time delivery of service or product (e.g. Deals Email Blast, Event Sponsorship fee, Mobile Push Notification)
MONTHLY / MONTH-TO-MONTHMonthly recurring subscription; one-month fees paid for services to be rendered for determined one-month term
PREPAYMulti-month subscription term; full-term fees paid for services to be rendered for determined multi-month term **At the conclusion of a prepaid term, Licensed Retailer’s account shall automatically revert to a Month-to-Month subscription at the listed monthly rate, unless terminated by either party in accordance with the terms in the Leafly Master Services Agreement.
PROFILE PLAN PRODUCTS
*Actual product availability may vary depending on local laws
BASIC (NOT AVAILABLE IN ALL MARKETS)• Access to BIZ to maintain Leafly account
• Vital details listed: address, phone number, email, ADA compliance, ATM on site, Veterans Discount availability, free-form ‘About Business’ section
• Upload photos and video to listing
• Unlimited Menu Items 
• POS Integration for menus and ordering
• Embed Leafly menu on your own site
• Online ordering functionality
• Gain Reviews & ability to respond to reviews
• Access to Analytics
• Removal of competitor ads
• Inclusion in shopping and deals carousels across Leafly site
STANDARDBasic Profile plus:
• Post unlimited Deals or Specials
•Ability to send Updates to Followers
PRO / PROFESSIONALStandard Profile plus:
• Eligibility to purchase additional premium placements and add-on features
• Unlimited Deals Hub placements
• Priority ranking in shopping and deals carousels across Leafly site
• Access Leafly Insights
• Mobile banner spotlight on dispensary finder
• Increased visibility on home and explore pages
• Unlimited photo gallery
ADD-ON PRODUCTS, AS AVAILABLE
CUSTOM MAP MARKER WITH LOGOProminent, customizable map marker on dispensary finder map
STRAIN SPONSORSHIPBusiness logo and ‘SPONSORED BY’ text on specific Strain Page, geo-targeted to users near your business’s address
MOBILE FEATUREFeatured Location placement with custom image in Android and iOS Leafly mobile apps, geo-targeted to users near your business’s address
HOMEPAGE FEATUREFeatured Location placement with business name, logo, star-rating and tagline on www.Leafly.com home page, geo-targeted to users near your business’s address
MOBILE BANNERStatic banner ad on the map view directory in Android and iOS Leafly mobile apps
MAP SPOTLIGHTAd placement with business name, logo, cover photo, tagline, city, star-rating and business flags on map view directory on www.leafly.com/dispensaries
PLATINUM PLACEMENTPremium placement as a top list view directory (specific list ranking will correspond with the number associated with the placement), paired with largest map marker treatment with business logo, stacking over Custom Logo, Pro, Standard, Basic, Starter and Informational listing map markers; may be targeted to zip code(s) outside of business’s physical location, but within state or province. Quantity and availability of Platinum Placements vary by jurisdiction, and may only be offered via auction (see the Bidding Terms located at https://www.leafly.ca/info/terms-conditions/bidding-terms). All Platinum Placements are provided on a Termed basis.
DEALS EMAILGeo-targeted email blast featuring up to five, pre-determined specials or deals – content subject to approval by Leafly.
MOBILE PUSH NOTIFICATIONGeo-targeted push notification featuring a pre-determined special or deal – content subject to approval by Leafly.
DISPENSARY SHOWCASE VIDEOOne- to three-minute video produced by Leafly showcasing storefront business that will live on business’s Leafly profile and LeaflyTV.
EVENT SPONSORSHIPOne-time sponsorship fee for a Leafly-produced or Leafly-sponsored event, deliverables dependent and determined by sponsorship level agreement
PICK-UP LEAD GENERATION Lead generation using Leafly Pickup Service
INSIGHTSAccess to the Insights tab in BIZ to view and compare consumer trends related to strains, articles, local competitors, and product-specific pricing data in local markets. Available only to Pro subscribers.
MARQUEE AD UNITHigh-visibility ad placements on high-trafficked pages populated with Licensed Retailer-created assets and messaging geo-targeted by sales zone.

*Service Fees reflect the length of time Licensed Retailer is guaranteed each placement. Actual length of time that a Marquee Ad is live may vary in the event of Licensed Retailer Content is in violation of the Leafly Ad Guidelines or in the event of any delays by Licensed Retailer to upload creative assets.
POS INTEGRATIONSIntegrations may be subject to fees set by the integration provider (such as Jane or Blaze).