LEAFLY MASTER SERVICES AGREEMENT – US RETAILERS

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

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

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

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

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

1. Definitions.  Capitalized terms used in this Agreement that are not defined in this Section shall have the meaning specified elsewhere in the text of this Agreement or in Schedule A, attached hereto. Capitalized terms defined in the Quotes but not defined in this Agreement are incorporated by reference herein.
2. Services.
   1. Leafly Obligations.  Subject to this Agreement, including the timely payment of all amounts owed, Leafly will use commercially reasonable efforts to provide the Services, as defined in the relevant Quote for 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 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. Leafly is not responsible for monitoring and/or removing End User Reviews and shall only do so if said End User Reviews violate Leafly’s Terms of Use, in Leafly’s sole discretion. 
   2. Licensed Retailer Obligations. Licensed Retailer shall register an Account with Leafly and shall pay a fee for access to the Services and related products as specified in the Quote. Licensed Retailer shall ensure compliance with applicable laws, Leafly policies, and advertising standards for both the cannabis industry and e-commerce, generally. Licensed Retailer shall maintain all Leafly Property in good condition without tampering or altering the Leafly Property and shall return said Leafly Property in good working condition, complete with all original accessories and components, free from physical damage other than wear and tear, or Licensed Retailer shall be responsible for the replacement cost of said Leafly Property. Licensed Retailer shall maintain and monitor all Reservations, as applicable under the relevant Services, including maintaining accurate hours of operation and providing confirmations and support to End Users. Leafly may suspend or terminate the Services to Licensed Retailer for noncompliance with the obligations herein in Leafly’s sole discretion. Licensed Retailer may provide a written response to any suspension and/or termination by Leafly to cure the noncompliance, however, Leafly shall not be obligated to reinstate the Services and shall only do so in Leafly’s sole discretion. While suspended and awaiting reinstatement and/or termination, Licensed Retailer shall not be required to pay the Fees.
      1. Ownership Transfers. Licensed Retailer shall notify Leafly within thirty (30) days of any ownership transfers, whether or not said ownership transfer would result in a change in control and/or a need to assign this Agreement. 
3. License Grants and Intellectual Property. Each Party shall retain ownership of its intellectual property and nothing herein shall be interpreted to offer ownership and/or control of one Party’s intellectual property to the other Party. However, each Party grants a non-exclusive, royalty-free, worldwide right and license to use the other Party’s marks related to the marketing and/or promotion of the Services and/or the implementation of the Services, including Licensed Retailer granting Leafly license to use all relevant marks related to Leafly’s ongoing offerings. At all times, each Party shall comply with applicable law and shall not misuse or register the marks of the other Party. Any revisions and/or feedback offered by Licensed Retailer related to Leafly’s operations and/or the Services shall be considered the property of Leafly and implementation of Licensed Retailer’s revisions and/or feedback shall not grant Licensed Retailer and rights and/or claims to any aspect of Leafly’s business and shall not entitle Licensed Retailer to any compensation of any kind. Licensed Retailer hereby assigns and agrees to assign to Leafly and right, title, and/or interest that Licensed Retailer may have to the revisions and/or feedback provided to Leafly. At Leafly’s request, Licensed Retailer will execute any document, registration, or filing required to give effect to the foregoing assignment. Leafly and its Related Entities shall retain all right, title, and interest in all Leafly Data whether collected before, during or after the Term.
4. 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. 
5. Acceptable Use.
   1. General Restrictions. Licensed Retailer shall not misuse the Services, violate and laws and/or regulations, infringe third-party rights, or publish false, misleading, or harmful content. Licensed Retailers shall not share data obtained by and through Leafly with any third parties without the express written consent of Leafly and/or Licensed Retailers shall not create derivative services and/or products offered to third parties based on said data and/or analytics obtained by and through Leafly. 
   2. Specific Restrictions. Without limiting the generality of any of the restrictions set forth in this Agreement, Licensed Retailer hereby agrees that:  (i) any information it receives from Leafly that can be used to personally identify an End User shall not be used or disclosed, whether for marketing purposes or otherwise; (ii) any market insight/research data provided by Leafly that allows Licensed Retailer to determine where they rank in terms of number of reservations, value of items reserved, time from reservation to confirmation, menu views, pricing of products, etc. is confidential and may not be disclosed, or used outside the Leafly dashboard or for any purpose other than to receive the Services; and (iii) any product insight/research data provided by Leafly that allows Licensed Retailer to determine what products End Users are searching for, reviewing, buying, etc. is confidential and may not be disclosed, or used outside the Leafly dashboard or for any purpose other than to receive the Services.
   3. Licensed Retailer Content. All Licensed Retailer Content (including images provided for the illustration, representation, or promotion of any products or services) 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, as well as any relevant disclaimers as required by applicable laws.
      1. AI-Generated Content. Any Licensed Retailer Content created generated using AI must be accompanied by a disclaimer. Licensed Retailers shall be responsible for ensuring all AI-generated content meets the requirements of this Agreement and/or all applicable laws, including any potential intellectual property infringement. 
   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. 
   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. 
   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.
6. Service Fees and Payments.
   1. Service Fees.  Licensed Retailer shall pay the Service Fee(s) in connection with the Services as specified in the Quote(s). Service Fees for each Rate Plan are subject to annual price increases of up to 10% upon renewal and/or extension and said increases shall be communicated to Licensed Retailer no fewer than 30 days prior to going into effect. Late payments accrue interest at 1.5% per month. Nonpayment may result in suspension and/or termination at Leafly’s sole discretion. By providing Leafly with credit card information, Licensed Retailer authorizes payment to Leafly for all future balances and charges for Service Fees unless and until Licensed Retailer and Leafly agree in writing to change payment methods at a later date. If Licensed Retailer pays the Service Fees by ACH or check and any such payment is returned to Leafly for insufficient funds, Licensed Retailer shall be charged the less of (i) $40 or (ii) the applicable state maximum, in addition to any late fees. 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 Quote, 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. Service Fees are nonrefundable. 
7. Term, Termination, and Amendment.
   1. Term.  The “Term” shall be set forth in the Quote(s) and shall renew automatically unless terminated with 30 days notice, as specified therein. 
   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.
   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.
   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.  
   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.
   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. 
   7. Effect of Termination.  Upon expiration or termination of this Agreement for any reason:
      1. Except as expressly set forth herein, all rights and licenses granted hereunder to each Party’s Intellectual Property shall terminate effective on the Termination Effective Date, and each Party shall remove the Intellectual Property of the other Party from such Party’s properties.
      2. Licensed Retailer shall return all Leafly Property to Leafly by contacting help@leafly.com to request a return label. Leafly Property must be shipped within 30 calendar days of the expiration or termination of the applicable Quote using the return label provided by Leafly. Failure to return Leafly Property using a return label provided by Leafly and late returns may result in additional charges pursuant to Section 8.1.5.   
      3. Licensed Retailer shall make the final payment to Leafly in accordance with the terms of this Agreement and any applicable Quotes.
      4. Licensed Retailer shall no longer have access to any of the Services under this Agreement.
   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.
8. Confidential Information. Each Party shall protect the other’s Confidential Information and not disclose it except as permitted by law and/or to authorized representatives under confidentiality agreements. Confidentiality obligations survive termination. 
9. Representation and Warranties.
   1. General.  Each party represents and warrants that it has the full right, power and authority to enter into and to perform its obligations under this Agreement. 
   2. Licensed Retailer.   Licensed Retailer represents and warrants that it holds all required licenses and shall comply with all applicable laws related to said licenses throughout the term of this Agreement. 
   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.
10. 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.
11. LIMITATION OF LIABILITY.  EXCLUDING LICENSED RETAILER’S OBLIGATIONS UNDER SECTION 9.2 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.

12. 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.
13. Incorporation of Terms. The Parties acknowledge and agree that this Agreement incorporates the General Terms of Service available separate from this Agreement. Licensed Retailer explicitly acknowledges receipt and access to each incorporated document. 
14. General. 
    1. Electronic Communications. The communications between you and Leafly use electronic means, whether Leafly posts notices on the Sites or communicates with you via e-mail. For contractual purposes, you (1) consent to receive communications from Leafly in an electronic form; and (2) agree that all terms and conditions, agreements, notices, disclosures, and other communications that Leafly provides to you electronically satisfy any legal requirement that such communications would satisfy if it were to be in writing. The foregoing does not affect your statutory rights.
    2. Assignment.  Licensed Retailer may not assign or transfer any of its rights or obligations under this Agreement whether by merger, application of law, or otherwise, without the prior written consent of Leafly, which may be withheld in Leafly’s sole discretion.  Leafly may assign or delegate this Agreement or any or all of its rights and obligations under this Agreement to a Related Entity or to a successor in interest in connection with the merger, consolidation, reorganization, or sale of all or substantially all of its assets or equity or that portion of its business to which this Agreement relates.  Any attempted assignment or delegation in violation of this Section will be void and without effect. Subject to the foregoing, this Agreement shall bind and inure to the benefit of the Parties, their respective successors, and permitted assigns.
    3. Arbitration; Governing Law; Dispute Resolution.  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 State of Washington apply to the arbitrators, without regard to its conflict of laws principles. The ruling will be a final, binding, and non-appealable judgment and the award may be entered in any court of competent jurisdiction in the United States. 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.
    4. Equitable Relief.  The Parties agree that a Party’s breach of the confidentiality provisions of this Agreement or infringement or violation of the other Party’s intellectual property rights, may cause irreparable damage to the other Party and that in the event of such breach, infringement, or violation by a Party, the other Party shall have, in addition to any and all remedies at law, the right to seek an injunction, specific performance, or other equitable relief in a court of law. 
    5. Severability.  If any provision of this Agreement (or any portion thereof) or the application of any such provision (or any portion thereof) to any person or circumstance shall be held invalid, illegal or unenforceable in any respect by a court of competent jurisdiction, such invalidity, illegality or unenforceability shall not affect any other provision hereof (or the remaining portion thereof) or the application of such provision to any other persons or circumstances, and the Parties shall endeavor to fulfill the intent of the severed provision to the extent permitted by applicable Law.
    6. Notices.  Any notice, demand, or communication required or permitted to be given by any provision of this Agreement must be in writing and sent by email with a read receipt, by certified mail with return receipt requested, or by express courier or delivery services and addressed to the receiving party at the address shown in the Quote, 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..
    7. Relationship.  The Parties to this Agreement are independent contractors. There is no relationship of partnership, joint venture, employment, franchise, or agency between the Parties.  Neither Party shall have the power to bind the other or incur obligations on the other’s behalf.
    8. Waiver; Cumulative Remedies.  No failure of either Party to exercise or enforce any of its rights under this Agreement shall act as a waiver of such right. Other than as expressly stated herein, the remedies provided herein are in addition to, and not exclusive of, any other remedies of a Party at law or in equity.  
    9. Construction.  The Parties agree that any principle of construction or rule of law that provides that an agreement shall be construed against the drafter of the agreement in the event of any inconsistency or ambiguity in such agreement shall not apply to this Agreement.
    10. Headings; “Includes” and “Including.”  All captions, titles, or section headings of this Agreement are for ease of reference only, shall not affect the interpretation or construction of any provisions of this Agreement, and shall not be deemed part of this Agreement.  Wherever the word “including” or “include” shall appear in this Agreement, such term shall be construed to mean “including without limitation” or “include without limitation,” as the case may be.
    11. This Agreement, any applicable Quote(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 Quote 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. 
    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 and provide notice when a new version is posted. Notice may be provided via email or through the Leafly.biz portal. PLEASE REVIEW THE SITE AND MONITOR YOUR COMMUNICATIONS WITH LEAFLY 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.

SCHEDULE 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 Quotes but not defined in this Agreement are incorporated by reference herein.

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

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

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

“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.

“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 receiving the Services set forth in one or more Quotes in connection with this Agreement and the individual(s), entity, or entities indicated as the “Bill to” and “Sold to” parties in one or more Quotes in connection with this Agreement.

“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.

“Quote” 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.

“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 Quote for the Services.

“Services” means any goods or services provided by Leafly as set forth in one or more Quotes presented to you in connection with this Agreement.  Services include, without limitation, the Sites, any mobile or computer applications, software, content or ad placement, pre-order reservation functionality, the Reservation functionality (if applicable), and any other services described in a Quote.  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.