Weedmaps Commercial Terms of Use

Last updated October 30, 2023

Weedmaps Commercial Terms of Use

Introduction

These Commercial Terms of Use (the “Weedmaps Commercial Terms” or “Commercial Terms”) govern the access to and use of any Weedmaps product or service, which include, but are not limited to, our websites, including www.weedmaps.com (the "Website(s)"), the Weedmaps mobile applications available on iOS and Android (the "Apps") and any other services or features we may offer (collectively, the “Weedmaps Product(s)” and/or “Weedmaps Service(s)”), by you, including any entity on behalf of which you are entering into these Commercial Terms and your or their permitted successors and assigns (“you” or “your”), for any business or commercial purpose (except to the extent we state that separate or additional Terms, and not these Commercial Terms, apply to such access or use of a Weedmaps Product). You hereby represent and warrant to us that you are (i) the older of (1) 18 years, or (2) at least the age of majority in the jurisdiction where you reside and from which you use the Weedmaps Products, (ii) duly authorized to submit such application and/or use such Weedmaps Product(s) on behalf of such business or commercial entity, and (iii) you agree to be bound by these Commercial Terms, the Weedmaps Privacy Policy, and any applicable Supplemental Terms (defined below, and when referred to collectively with these Commercial Terms, the “WM Collective Terms of Service”).

These Commercial Terms (and any related Supplemental Terms) form a legally binding contract between you and (i) Ghost Management Group, LLC, a Delaware limited liability company d/b/a Weedmaps if the business you represent is located in the United States or outside the United States and Canada, or (ii) WM Canada Holdings, Inc., a Canadian corporation formed under the Business Corporations Act (British Columbia) d/b/a Weedmaps if the business you represent is located in the Canada (collectively, including their subsidiaries and affiliates “Weedmaps”, “us”, “we” or “our”) with respect to the use of the Weedmaps Products. If you are located outside the United States or Canada, we reserve the right to require a separate written agreement between us or our affiliates.

Please note: Section 15 of these Commercial Terms governs disputes between you and Weedmaps, AND CONTAINS AN ARBITRATION CLAUSE AND CLASS ACTION WAIVER that requires you and Weedmaps to resolve all disputes with each other on an individual basis through final and binding arbitration. Please read these terms carefully.

1. Your Use of Our Products and Services

a. Eligibility

  1. If you are using the Weedmaps Products as or on behalf of a business or other legal entity, you represent that you have all necessary authority to bind the business or other legal entity to these Commercial Terms and any applicable Supplemental Terms.
  2. You must, at all times, maintain valid, active, and current licenses, authorizations, permits and registrations required for any sale, transportation, distribution, dispensation and delivery of cannabis or cannabis-related products and any other commercial cannabis activities performed by you in all jurisdictions in which you conduct such cannabis activities (each a “License” and collectively, “Licenses”) and provide all Licenses and/or any related documentation to Weedmaps immediately upon request.

b. License Grant

Subject to your compliance with the WM Collective Terms of Service, Weedmaps grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Weedmaps Products and Services for your own internal business purposes. The Weedmaps Products and Services are licensed, not sold, and you acknowledge that you do not acquire any license to use the Products and Services in excess of the scope and duration specified in these Terms. This license does not include the right, by you or any other party, to resell, transfer, or broker any Listing(s) to another entity, or to copy, modify, enhance or create derivative works of any of the Weedmaps Products and Services.

c. Business Accounts

You will be required to create one or more user account(s) in order to access and use the Weedmaps Products (“Business Account” or “Account”). By creating your Business Account, you agree as follows:

  1. You will provide accurate, current, and complete registration information about yourself and your business, and will update and maintain your registration information at all times. This includes but is not limited to all information related to your business, including any applicable licensing information and owner, director, and/or controller information. If you undergo a change in ownership or cease operations, you must notify Weedmaps within fifteen (15) days and apply for assignment of the Listing Services to the new owner, if applicable.
  2. You will not register a username or email address that: (a) is already in use by someone else; (b) impersonates or belongs to another person or entity; (c) violates the intellectual property or other rights of any person or entity; or (d) is offensive or misleading. We may reject the use of any username, email address, or other Account-related credential for any reason, in our sole discretion.
  3. You are solely responsible for maintaining the security of your username(s), password(s), API keys(s), menu embed code(s), and any other methods used to access your Account, or the Weedmaps Products. You are solely responsible for all activities that occur under your Account, including actions taken by users you authorize, such as your employees or agents, whether or not you authorized the activity.
  4. You will immediately notify us of any unauthorized use of your username, password, or Account, or any other breach of security.

d. Electronic Communications

By accessing or using the Products or Services, you consent to receiving communications from us electronically, in accordance with the Electronic Communications Policy, including but not limited to via email, SMS message, in-app push notifications, or by posting notices and messages on our website(s) or through any of the Services.

You further expressly agree that if you or any of your employees or agents provide Weedmaps with a mobile phone number or email address, Weedmaps may use such contact information to provide you with transactional, servicing, and account-related messaging, including without limitation through the use of autodialed or prerecorded message calls or text messages.

e. Acceptable Use

When you access or use the Weedmaps Products or Services, you agree that you, and any other user acting on your express or apparent authority, will comply with our Acceptable Use Policy. Failure to comply with the Acceptable Use Policy is a violation of these Terms, and may result in your permanent or temporary suspension from the Weedmaps Products and Services, at any time and in our sole discretion.

f. Supplemental Terms

Weedmaps offers a variety of Products and Services, some of which are subject to additional terms (“Supplemental Terms”). All Supplemental Terms are hereby incorporated into, and made a part of, the WM Collective Terms of Service. To the extent any Supplemental Terms conflict with these Commercial Terms, the Supplemental Terms will govern with respect to your use of the applicable Weedmaps Product(s) to the extent of the conflict.

By using any of the Weedmaps Products or Services, you acknowledge and agree to the following:

  1. You acknowledge that any Weedmaps Products or Services that you access or use will be subject to the applicable Supplemental Product Terms, including any applicable data protection provisions contained or incorporated by reference therein. If you place Ads through the Weedmaps Ads products or services, your access and use of those products or services will be subject to the Supplemental Ads Terms.
  2. While using the Weedmaps Products and Services, you may provide certain Business Content (defined below) to Weedmaps. You are solely responsible for the accuracy and completeness of all Business Content, including without limitation, accurate descriptions of your business, product offerings, Promotions, and all applicable tax rates and configurations.
  3. If you access or use Weedmaps APIs, your access and use shall be governed by the terms and conditions of the Weedmaps Developer Portal, including but not limited to the Weedmaps Developer Terms of Use. You further agree to comply with any API documentation and policies provided by Weedmaps to you from time to time.
  4. You may not utilize the Weedmaps Products or Services to solicit or encourage any other user to cease or reduce their use of the Weedmaps Products or Services, or to otherwise negatively modify another user’s relationship with Weedmaps.
  5. Weedmaps may from time to time undertake maintenance on the Products or Services, which may result in service interruptions, errors, delays, or bugs. Weedmaps is not liable to you for any such disruptions. We may reach out to you for information regarding disruptions in order to identify and resolve errors.
  6. Weedmaps may conduct call monitoring on phone calls between you and Weedmaps, for the purposes of quality assurance and training. You hereby consent to any such monitoring by Weedmaps and its employees, including without limitation on behalf of each and any of your representatives or authorized users who either make telephone calls to Weedmaps or received calls from Weedmaps on your behalf.
  7. If a third-party acting on your behalf accesses or uses any Weedmaps Products, Services or APIs, their access and use shall also be governed by the applicable terms, and you shall be responsible for their access and use.

2. Invoicing and Payments

a. Invoices and Pricing

The Weedmaps Products are generally made available to our customers as a monthly bundled software services package (the “Monthly Package”) as set forth on the customer invoice (the “Invoice”) sent by Weedmaps to you following your request for services and each month thereafter. Optional add-on products or services may be available for an additional charge depending on the Monthly Package you select (“Add-On Services”), for which you may receive additional monthly Invoices. The Invoice(s) will set forth the Monthly Package price for the Monthly Package and, together or separately, any Add-On Services you request for such month (in the aggregate, the “Total Monthly Packages Price”). The start date for any such Monthly Package (and/or Add-On Services, as applicable) shall be the first date on which Weedmaps begins to provide the services thereunder. Monthly Packages, Add-On Services, and the related prices for such Monthly Packages and Add-On Services, are subject to change by Weedmaps as provided herein.

The Total Monthly Packages Price may be based in part on the then-prevailing market price for your Monthly Package and any Add-On Services or one or more elements thereof at the time service is requested. We reserve the right to adjust any aspect of your Monthly Package, including but not limited to your Monthly Package price and/or the price of any Add-On Services, in our sole discretion, at any time, provided that you will receive at least 72 hours’ prior written notice before any such changes go into effect. In the event your Monthly Package price and/or the price of any Add-On Services changes, we will adjust the price for your Monthly Package and/or the price of an Add-On Services as of the date the change goes into effect, for which you may receive additional Invoices.

b. Payment Due; Taxes

You will pay the Total Monthly Packages Price immediately upon receipt of the Invoice(s) unless we otherwise agree in writing. Payments of the Total Monthly Packages Price are due in advance of the month for which they apply. If we elect to accept a late payment, a late fee of either 2%, or the maximum allowed pursuant to Applicable Law (defined below), will apply, which will be added to the current month’s Invoice. The Total Monthly Packages Price does not include any provincial, state, or local sales, goods and services, use, consumption, excise or any other taxes, levies, or duties (“Taxes”) for which you are solely responsible. We may withhold your access to any Weedmaps Products at any time your account is in arrears.

c. Payment Options

  1. Credit Card or Debit Card: If paying by credit card or debit card, please contact your account manager for further instructions.
  2. Check: We only accept checks from U.S. customers. Returned checks are subject to a $50 return fee. You may make payments in the form of checks in person at the following address, or you may mail checks to: 41 Discovery, Irvine CA 92618 – Attn: Weedmaps Accounts Receivable. Please include an invoice number and the name on the account with your payment.
  3. Cash: Weedmaps does not generally accept cash payment. Cash is only accepted from certain U.S. customers as an exception with the prior approval of your Account Manager, and if delivered in person at 41 Discovery, Irvine CA 92618 or such other office location as designated by Company and upon your delivery to Weedmaps of a completed and executed Customer Verification Form and Courier Verification Form.
  4. Cashier’s Checks or Money Orders: Cashier’s checks or money orders are only accepted from certain U.S. customers as an exception with the prior approval of your Account Manager and upon your delivery to Weedmaps of a completed and executed Customer Verification Form and Courier Verification Form. You may make payments in the form of cashier’s checks or money orders in person at the following address, or you may mail cashier’s checks or money orders to: 41 Discovery, Irvine CA 92618 – Attn: Weedmaps Accounts. Please include an invoice number and the name on the account with your payment. Returned cashier’s checks or money orders are subject to a $50 return fee.
  5. ACH: ACH direct debit payments are available to certain U.S. customers with the prior approval of your Account Manager and upon your delivery to Weedmaps of a Recurring ACH Payment Authorization Form.

3. Termination

Weedmaps may modify, suspend or terminate your access to, or discontinue the availability of, the Weedmaps Products at any time, including without limitation upon any breach by you of the WM Collective Terms of Service.

If you delete your account or we terminate your access to the Weedmaps Products, these Commercial Terms shall terminate as an agreement between you and us, but you will continue to be bound by any obligations in the WM Collective Terms of Service that are understood to survive such termination, including without limitation the following provisions of these Commercial Terms: 2. Invoicing and Payments; 3. Termination; 5. Compliance with Law; 6. Representations, Warranties, and Covenants; 7. Licenses and Intellectual Property; 8. Confidential Information; 11. Additional Disclaimer; 12. Indemnity; 13. Limits on Liability; 15. Dispute Resolution and Arbitration Agreement; and 16. Other.

Upon termination of these Commercial Terms or termination of your access to the Weedmaps Products (1) Weedmaps may deactivate your account(s), (2) Weedmaps may delete your data, (3) your payment obligations described in these Commercial Terms with respect to any Weedmaps Products provided through the termination date shall continue notwithstanding such termination, and (4) you will (a) deliver to Weedmaps all data and information in your possession or reasonable control (i) that is disclosed to you or to which you have access in connection with the Weedmaps Products and (ii) that is processed, prepared, accessed, used, aggregated, or generated in connection with the Weedmaps Products (collectively, “Weedmaps Data”); and (b) permanently delete in a manner that makes it non-readable and non-retrievable (i.e., pursuant to NIST 800-88, DoD 5220-22-M) all copies of Weedmaps Data in your possession or reasonable control, except to the extent you are required to retain such information under any Applicable Law (as defined below) or otherwise are permitted to retain any transaction-related information in connection with potential consumer or regulatory disputes or complaints in accordance with Applicable Law.

4. Updates

We may make changes to these Commercial Terms or Supplemental Terms from time to time, including to more accurately reflect our business practices or the Weedmaps Products and Services, to comply with Applicable Law, or to prevent harm or abuse, and you should check them regularly for any updates. Unless otherwise required by law, if we make changes, we will post the revised terms and with a revised “Last Updated” date, at which time the revised Terms will become immediately effective. If we determine that the changes, in our reasonable discretion, are material, we will notify you by sending an email to the address associated with your Account or by otherwise providing you with reasonable notice through our Weedmaps Products or Services. By continuing any access or use of any Weedmaps Products for business or commercial purposes after we have made updates to these Commercial Terms or the Supplemental Terms, you agree to be bound by them. If you do not agree to the updated terms, you must stop all access to or use of our Weedmaps Products and Services.

5. Compliance with Law; Export Control

You represent and warrant that your access or use of the Weedmaps Products complies with all applicable federal, state, provincial, and local laws, statutes, ordinances, rules, and regulations of any jurisdiction throughout the world (“Applicable Law”).

We do not represent that the materials provided in connection with the Weedmaps Products are appropriate or available for use in any particular location. Those who choose to use the Weedmaps Products do so on their own initiative and are responsible for compliance with all Applicable Laws. You represent and warrant that you are not (i) located or organized in, or a national or resident of, any country or territory that is, or becomes subject to, an embargo by the United States or is designated by the U.S. government as a state sponsor of terrorism (such jurisdictions currently being Cuba, Iran, North Korea, Syria, and the Crimea, the so-called Donetsk People’s Republic, and the so-called Luhansk People’s Republic regions of Ukraine) (collectively, “Embargoed Countries”) or acting on behalf of any person located or resident in an Embargoed Country, or (ii) a person or entity identified on, or 50% or more owned or controlled (directly or indirectly) by, or acting on behalf of, any person identified on any U.S., EU, UK, or other applicable prohibited party list (including, without limitation, the Specially Designated Nationals and Blocked Persons List, Foreign Sanctions Evaders List, and Sectoral Sanctions Identifications List, which are administered by the Office of Foreign Assets Control of the U.S. Treasury Department, and the Entity List, Denied Party List, and Unverified List, which are administered by the Bureau of Industry and Security of the U.S. Commerce Department). You also may not access or use the Weedmaps Products if you are prohibited from receiving products, services, or software from us under Applicable Law.

6. Representations, Warranties, and Covenants

You represent, warrant and covenant that during the term of your use of any Weedmaps Products (a) you have the authority, power and right to enter into and agree to the WM Collective Terms of Service applicable to you and to perform your obligations therein, (b) if you are acting on behalf of a legal entity, such legal entity is duly organized, validly existing, and in good standing under the laws of the jurisdiction in which it was organized, (c) the WM Collective Terms of Service applicable to you constitute a valid and binding obligation enforceable against you in accordance with its terms, and the performance by you of your obligations under the WM Collective Terms of Service will not violate any other agreement to which you are a party, (d) all information provided to us (including the representations and warranties provided herein and any information submitted in connection with your application to utilize the Weedmaps Products (including but not limited to licensing information) or otherwise published on our Websites by you is and will be true, correct and complete and, if at any time any such information becomes, or if you later learn that any such information is or was, false or misleading or otherwise not true, correct and complete, then you will immediately take remedial measures to correct such information and cure such breach, (e) you are not in violation, in any respect, of any Applicable Law and are not (and will not be) conducting any of your businesses or operations in violation, in any respect, of any Applicable Law, including the obligation to pay tips and wages to delivery and other workers, if any, and you will not take any action that is likely to result in Weedmaps breaching its obligations under Applicable Law, (f) you will promptly respond to any third party, including any consumer, patient, or caregiver (each a “User” and collectively, “Users”), complaints in a professional manner and will act in accordance with the terms of the WM Collective Terms of Service in connection with any dispute between one or more Users and yourself (each, a “User Dispute”), and (g) you will maintain valid and active Licenses in all jurisdictions in which you conduct such cannabis activities, and (h) you will not sell and will promptly remove all listings for any product subject to recall. Without limiting the foregoing, if you are located in the United States, you represent, warrant and covenant that you will not engage in any activity deemed a federal enforcement priority under the James Cole August 2013 Guidance Regarding Law Enforcement (the “Cole Memo”) notwithstanding its 2018 rescission, or any new cannabis guidance that may be issued by the Attorney General. Without limiting the foregoing representations, warranties and covenants, you further represent, warrant and covenant that you do not, and will not (i) distribute or participate in the distribution of marijuana to minors, (ii) participate in revenue from the sale of marijuana going to criminal enterprises, gangs and cartels, (iii) divert marijuana from provinces and territories where it is legal under Canadian law in some form to other jurisdictions, (iv) participate in any Cannabis Act-authorized marijuana activity that is being used as a cover or pretext for the trafficking of other illegal drugs or other illegal activity, (v) use violence or the use of firearms in the cultivation and distribution of marijuana, (vi) commit or endorse drugged driving or otherwise exacerbate other adverse public health consequences associated with marijuana use, (vii) grow, produce, sell or distribute marijuana in violation of the Cannabis Act or any other Applicable Law, or (viii) otherwise violate the Cannabis Act or any other rules or regulations promulgated thereunder.

You further represent, warrant and covenant that any Business Content (defined below) will (a) be true, correct and complete, (b) not contain any material which violates our Acceptable Use Policy or which is otherwise unlawful, defamatory or obscene, or which infringes or violates any third-party rights (including any Intellectual Property (defined below) rights or privacy or publicity rights) or which may encourage a criminal offense or otherwise give rise to civil liability and (c) comply with all Applicable Law (including all applicable privacy and data protection laws and regulations and laws related to Advertisements). You further represent, warrant and covenant to us that you are and will continue to be solely responsible for (i) the creation and development of all Business Content, and (ii) all underlying goods and services that may be provided to Users in connection with Business Content. We reserve the right to reject or remove any Business Content at our sole discretion without notice, and to alter any Business Content to conform to technical specifications.

You hereby covenant that you will not provide any Personal Information to Weedmaps or the Site other than (1) any personal data of your principals and/or employees to the extent required in connection with the contractual relationship between us, and (2) if you use WM Orders or WM Store for business or commercial purposes, to the extent expressly permitted by the WM Orders Supplemental Terms or WM Store Supplemental Terms, as applicable. “Personal Information” means any information relating to an identified or identifiable natural person; an identifiable natural person is one who can be identified, directly or indirectly, in particular by reference to an identifier such as a name, an identification number, location data, an online identifier or to one or more factors specific to the physical, physiological, genetic, mental, economic, cultural, or social identity of that natural person.

7. Licenses and Intellectual Property

a. Content

The Weedmaps Products may contain information, text, images, audio, video, graphics, reviews, location data, and other forms of data, communication or media (“Content”).

“Business Content” means any Content that you or any person or entity on your behalf, including by your point-of-sale service providers, loyalty service providers, and/or any other service providers, create, submit to, or transmit through the Weedmaps Products or Services.

b. Representations and Warranties

You represent, warrant, and covenant that:

  1. You have all the necessary rights, power, and authority, including any necessary licenses, consents, and/or permissions, required to grant the rights to the Business Content granted in these Commercial Terms, including to display, distribute, and deliver your Business Content within the Weedmaps Products;
  2. The Business Content and its submission to, transmission through, and availability on the Weedmaps Products does not and will not violate or infringe upon any Applicable Law and/or any third-party right, including any copyright, trademark, patent, trade secret, moral, privacy, publicity, or any other right;
  3. The Business Content and its submission to, transmission through, and availability on the Weedmaps Products complies at all times with the Acceptable Use Policy;
  4. You are entirely responsible for the Business Content, and you may incur liability arising from or related to the Business Content;
  5. Weedmaps is under no obligation to post any Business Content that you submit to, transmit through, or otherwise make available on the Weedmaps Products;
  6. Weedmaps may, in its sole discretion, monitor, edit, screen, and/or remove the Business Content and any other Content that you may create, submit or transmit at any time and for any reason, but is under no obligation to do so.

c. License Grant

As between you and Weedmaps, you retain ownership of the Business Content, and you may remove any Business Content from the Weedmaps Products at any time. You hereby grant Weedmaps a worldwide, perpetual, royalty-free, irrevocable, non-exclusive, sublicensable, and transferable rights and licenses to use, host, display, publish, reproduce, distribute, transmit, edit, modify, adapt, and create any derivative works, including aggregated and/or deidentified data sets, catalogs, and compilations, of the Business Content in any media, and Weedmaps shall exclusively own all such derivative works. We may employ manual or automated curation tools to improve the Weedmaps Products.

You irrevocably waive, and cause to be waived, against Weedmaps, its affiliates, users, and licensees and each of their respective owners, directors, managers, officers, partners, employees, independent contractors, agents, and successors and assigns, any claims and assertions of moral rights or attribution and/or infringement of 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 with respect to the Business Content.

d. Weedmaps’ Ownership of Weedmaps Content

We own the Content that we create and own or otherwise license the Content that we make available in connection with the Weedmaps Products, including but not limited to visual interfaces, interactive features, graphics, design, compilations, computer code, products, software, data, aggregate user review ratings, and all other elements and components of the Weedmaps Products, except for any User Content (as defined below), including Business Content, and Third-Party Material (as defined below). We own the patents, patent applications, copyrights, trademarks, service marks, trade names, trade secrets, and any other intellectual and proprietary rights throughout the world (“IP Rights”) associated with the Weedmaps Content and Weedmaps Products, which are protected by IP Rights and Applicable Law. The IP Rights owned by Weedmaps includes all metadata or compilation data generated from the Weedmaps Products, including data using or derived from User Content, and any pricing, sales and inventory data input into the Weedmaps Products (the “Weedmaps Metadata”). You may not use or exploit any of the Weedmaps Content, the Weedmaps Products or any of the IP Rights of Weedmaps, in any way, unless expressly authorized by us in writing. Except as expressly set forth herein, we do not grant you any express or implied rights relating to the Weedmaps Content or the Weedmaps Products, and all such rights are retained by us.

e. Disclaimer Regarding User Content

By using the Weedmaps Products, you acknowledge and agree that you may encounter Content of other users submitted to, transmitted through, or otherwise made available on the Weedmaps Products (“User Content”) that may: (i) contain material that is false, misleading or defamatory; (ii) violate 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; (iii) contain material that is offensive and/or unlawful, including illegal hate speech or pornography; (iv) exploit or otherwise harms minors; or (v) violate or advocate the violation of any law or regulation. Weedmaps does not guarantee the accuracy, integrity, quality, or authenticity of any User Content. By using the Weedmaps Products, you understand and agree that Weedmaps is not the creator or developer of any information provided by other users, including User Content, and Weedmaps is not responsible and will have no liability for any information provided by any user, including User Content and Business Content.

f. Third Party Materials

The Weedmaps Products may display, include, or make available Third-Party Content (including data, information, links, articles, applications or other products, services, and/or materials) or contain links to third-party websites, services, and advertisements for Third-Party Offers (as defined below) (collectively, the “Third-Party Materials”). You acknowledge and agree that Weedmaps is not responsible and will have no liability for any Third-Party Materials. Third-Party Materials are provided solely as a convenience to you, and you access and use them entirely at your own risk. When you link to Third-Party Material, the applicable third party’s terms and policies apply, including the third party’s privacy and data gathering practices. You should make whatever investigation you feel necessary or appropriate before proceeding with any interaction with such Third-Party Material.

Some portions of the Websites implement Open Street mapping services. Your use of Open Street Maps is subject to their copyright and license policy.

Some portions of the Weedmaps Products implement Google Maps API. By using Google Maps API, you agree to be bound by Google’s Terms of Service.

8. Confidential Information

During the period you use any Weedmaps Products for business or commercial purposes and for three years following the last day any Confidential Information is disclosed to you, you (a) shall not use any non-public information concerning us, including such information that should reasonably be understood by you, because of legends or other markings, the circumstances of disclosure, or the nature of the information itself, to be confidential or proprietary to Weedmaps, whether or not we identify such information as being confidential or proprietary (collectively, “Confidential Information”) other than to the extent necessary to exercise your rights or perform your obligations under and in accordance with the WM Collective Terms of Service, and (b) shall keep confidential and not publish or otherwise disclose to any third party any Confidential Information, except in the case of both clauses (a) and (b) to the extent: (i) such disclosure or use is expressly permitted by the Commercial Terms or Supplemental Terms or (ii) such Confidential Information is required to be disclosed pursuant to Applicable Law or in response to a valid order of a court of competent jurisdiction or other governmental or regulatory body; provided, however, that prior to you disclosing any such Confidential Information pursuant to this clause (ii), you shall first give written notice to us, and you shall give us a reasonable opportunity to, and will cooperate with us to oppose such order or obtain a protective order against the disclosure of such Confidential Information. For the avoidance of doubt, Confidential Information includes (I) all information set forth in any pricing addendum and/or customer invoice, including but not limited to your package prices, listing position, the amount and type of fees payable in connection with Weedmaps Products, and any terms and conditions contained therein, and (II) any software application programming interface keys provided to you by Weedmaps or any of our affiliates. Confidential Information does not include any information that: (a) was publicly known at the time of our communication thereof to you; (b) becomes publicly known through no action or fault of yours; (c) was in your possession free of any obligation of confidentiality at the time of our communication thereof; (d) is developed by you independently of, and without reference to, any of our Confidential Information; or (e) is rightfully obtained by you from third parties authorized to make such disclosure without restriction.

9. Advertising or Publicity

You will not use Weedmaps’ or its affiliates’ names, trademarks or logos for advertising or any other similar purpose, including, but not limited to, brochures, advertisements, press releases, testimonials, websites, client or vendor reference lists or other implied or expressed endorsements, without our prior written approval, which can be withheld and withdrawn in our sole discretion. You agree not to purport to be endorsed or affiliated with us and cannot refer to yourself as associated with any part of us without our prior written approval, which may be withheld in our sole discretion.

10. Subcontractors

We have the right to subcontract any of the Weedmaps Products provided to you to a third party.

11. Additional Disclaimer

In addition to the express disclaimers of warranties set forth herein, Weedmaps SPECIFICALLY DISCLAIMS ANY REPRESENTATIONS, WARRANTIES, OR GUARANTEES AS TO UPTIME, CAPACITY OR FUNCTIONALITY OF (I) THE WEEDMAPS WEBSITES, (II) ANY MOBILE OR APPLICATION BASED VERSIONS OF THE WEBSITES OR (III) THE WEEDMAPS PRODUCTS, OR FOR THE PERFORMANCE, QUALITY AND RESULTS OF THE WEEDMAPS PRODUCTS FOR YOUR BUSINESS. YOU ARE NOT ENTITLED TO ANY DAMAGES, OFFSETS OR REDUCTIONS IN FEES AS A RESULT OF ANY DOWNTIME, INTERRUPTION, FAILURE, OR DISCONTINUATION OF THE WEBSITES OR THE WEEDMAPS PRODUCTS PROVIDED BY WEEDMAPS OR ITS AFFILIATES. YOU ACKNOWLEDGE AND AGREE THAT THE WEBSITES AND WEEDMAPS PRODUCTS ARE PROVIDED TO YOU ON AN “AS IS”, “WITH ALL FAULTS” AND “AS AVAILABLE” BASIS.

12. Indemnity

You agree to indemnify, defend, and hold Weedmaps and its affiliates and each of their respective subsidiaries, owners, shareholders, partners, members, directors, managers, officers, employees, consultants, contractors, agents, licensees, licensors, successors, and assigns (collectively, the “Weedmaps Release Parties”) harmless from and against any and all losses, damages, liabilities, claims, actions, judgments, awards, penalties, fines, costs and expenses (including but not limited to attorneys’ fees and court costs), known and unknown, suspected and unsuspected, disclosed and undisclosed arising out of or relating to: (i) your use or misuse of the Websites or any of the Weedmaps Products; (ii) your Business Content including any use or misuse of any Intellectual Property of any third party, or your failure to obtain any necessary licenses (including Intellectual Property licenses) to conduct your business on the Websites or use any of the Weedmaps Products; (iii) your breach or violation of the WM Collective Terms of Service; (iv) your violation of Applicable Laws, (v) your products or services or the provision thereof to any Users or your other customers, and any User Disputes; (vi) any death or personal injury of any person on your premises or otherwise in connection with the use of your products or services; (vii) the negligence or willful misconduct of you or any of your owners, shareholders, partners, members, directors, managers, officers, employees, consultants, contractors, agents, subcontractors, attorneys, representatives, licensees, and licensors (“Personnel”), including any illegal, unauthorized, misleading or fraudulent activity thereof, (viii) any Taxes attributable to your use of the Website or Weedmaps Products (other than taxes with respect to the net income of Weedmaps), or (ix) any taxes charged to Users for your products or services.

Weedmaps will notify you of any such claim for which Weedmaps seeks indemnification hereunder; provided, that the failure to provide such notice shall not relieve you of your obligation to provide indemnification hereunder. Weedmaps reserves the right, at your expense, to assume the exclusive defense and control of any such matter for which you are required to indemnify us or any other indemnitee hereunder; provided, that Weedmaps may elect to require you to assume control of the defense of and settlement of any such claim at your sole cost and expense.

You agree to cooperate with our defense of such claims. In the event Weedmaps elects to require you to assume control of such claim, you will employ counsel acceptable to Weedmaps, and you shall not settle such claim without Weedmaps’ prior written consent.

You agree that any breach of the WM Collective Terms of Service by any of your Personnel or any person that such Personnel directs shall be deemed to be a breach of the WM Collective Terms of Service by you.

13. Limits on Liability

You expressly acknowledge, understand and agree that the Weedmaps Release Parties are not responsible for and you forever release them from any claims, costs or damages, known or unknown, arising out of or in any way connected with (a) any technical disruptions, computer malfunctions, computer viruses, modifications to the Websites or Services, the use of or the inability to use the Services, the cost to procure substitute goods and services, unauthorized access to or alteration of your transmissions or data, the failure of the network or the Services to process any order or offer, or any other event beyond Weedmaps’ reasonable control, or (b) the actions, services, content, or data of any third party (including but not limited to end-users or other clients of Weedmaps using the Weedmaps Services) or interactions between you and any such third party.

TO THE FULLEST EXTENT PERMITTED BY LAW, WEEDMAPS SHALL NOT BE LIABLE TO YOU OR ANY OTHER PERSON OR ENTITY FOR (I) ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, PUNITIVE, EXEMPLARY OR SPECIAL DAMAGES OF ANY NATURE WHATSOEVER, EVEN IF WE WERE APPRISED OF THE LIKELIHOOD OF SUCH DAMAGES OCCURRING; (II) TORT DAMAGES UNLESS RESULTING FROM OUR INTENTIONAL MISCONDUCT OR GROSS NEGLIGENCE; OR (III) EQUITABLE REMEDIES OR INJUNCTIVE RELIEF. TO THE FULLEST EXTENT PERMITTED BY LAW, THE MAXIMUM AGGREGATE AMOUNT OF OUR LIABILITY TO YOU FOR ANY CLAIMS ARISING OUT OF OR RELATED TO OUR PROVISION OF THE WEEDMAPS PRODUCTS OR PERFORMANCE (OR NONPERFORMANCE) OF ANY OF OUR OBLIGATIONS IS LIMITED TO THE TOTAL AMOUNT OF FEES YOU HAVE PAID TO US IN THE 12 MONTHS PRIOR TO THE EVENT GIVING RISE TO THE ALLEGED LIABILITY.

14. Prohibited Activities; LIQUIDATED DAMAGES

YOU HEREBY AGREE THAT YOU ARE PROHIBITED FROM USING THE WEBSITES OR ANY WEEDMAPS PRODUCT TO (A) MARKET, PROMOTE OR OTHERWISE LIST ON THE WEBSITES ANY THIRD PARTY WEBSITE, MOBILE APPLICATION OR OTHER BUSINESS OR SERVICE WHICH PROVIDES DISPENSARY, CANNABIS RETAILER, DELIVERY SERVICE OR BRAND LISTING SERVICES OR PROVIDES OTHER MARKETING OR ADVERTISING SERVICES WHICH ARE OTHERWISE SIMILAR TO ANY OF THE WEEDMAPS PRODUCTS OR (B) MARKET, PROMOTE OR OTHERWISE LIST ON THE WEBSITES ANY THIRD PARTY BUSINESS WHICH IS NOT YOUR BUSINESS (THE “PROHIBITED SERVICES”), PROVIDED THAT NOTHING HEREIN IS INTENDED TO PROHIBIT YOU FROM LISTING YOUR OWN WEBSITE OR SOCIAL MEDIA ACCOUNTS ON THE SITE. FOR THE AVOIDANCE OF DOUBT AND WITHOUT LIMITATION, THE PROHIBITED SERVICES SHALL INCLUDE (I) THIRD PARTY MOBILE APPLICATIONS OR WEBSITES WHICH PROVIDE ADVERTISING, MARKETING OR OTHER SERVICES TO DISPENSARIES, CANNABIS RETAILER, DELIVERY SERVICES, BRANDS OR OTHER BUSINESSES AND (II) THIRD PARTY MOBILE APPLICATIONS OR WEBSITES WHICH LIST BRANDS, DISPENSARIES, CANNABIS RETAILERS OR DELIVERY SERVICES OR OTHER BUSINESSES OR MENUS ON BEHALF OF ANY OF THE FOREGOING. YOU AGREE THAT IT WOULD BE DIFFICULT TO ESTIMATE THE AMOUNT OF WEEDMAPS’ DAMAGES IN THE EVENT THAT BUSINESS VIOLATES THIS PROVISION. ACCORDINGLY, THE PARTIES AGREE THAT IN THE EVENT OF ANY BREACH OF THIS PROHIBITION BY YOU, WEEDMAPS SHALL BE ENTITLED TO LIQUIDATED DAMAGES IN THE AMOUNT OF TEN THOUSAND DOLLARS ($10,000) PER MONTH IN WHICH SUCH BREACH OCCURS OR IS CONTINUING TO OCCUR. THE PARTIES HEREBY AGREE THAT SUCH DAMAGES ARE FAIR AND REASONABLE IN LIGHT OF THE SUBSTANTIAL ECONOMIC HARM TO WEEDMAPS AND LOSS OF BUSINESS IN THE EVENT OF SUCH BREACH, AND YOU AGREE THAT YOU SHALL NOT CHALLENGE THE AMOUNT OF SUCH DAMAGES OR CONTEND SUCH DAMAGES ARE A PENALTY PROVISION UNDER STATE, PROVINCIAL, OR FEDERAL LAW. WE AND YOU HEREBY AGREE THIS AMOUNT IS A GENUINE ESTIMATE OF THE DAMAGES SUFFERED BY WEEDMAPS IN THE EVENT OF A BREACH OF THIS SECTION 14 AND THE PAYMENT OF SUCH LIQUIDATED DAMAGES SHALL BE WITHOUT PREJUDICE TO WEEDMAPS’ RIGHT TO REMOVE THE PROHIBITED SERVICES OR LISTING FROM THE SITE.

15. Dispute Resolution and Arbitration Agreement

THIS SECTION GOVERNS HOW DISPUTES BETWEEN YOU AND WEEDMAPS ARE RESOLVED, AND REQUIRES THAT DISPUTES BE SUBMITTED TO BINDING INDIVIDUAL ARBITRATION. PLEASE REVIEW THIS SECTION CAREFULLY AS IT LIMITS CERTAIN RIGHTS INCLUDING THE RIGHT TO MAINTAIN A COURT ACTION, THE RIGHT TO A JURY TRIAL, AND THE RIGHT TO PARTICIPATE IN CLASS OR OTHER COLLECTIVE ACTIONS.

Overview of Dispute Resolution Process

Weedmaps is committed to participating in a mutually beneficial dispute resolution process. In the unlikely event of a dispute, these Terms are designed to provide for expedited and efficient resolution through binding arbitration administered by the American Arbitration Association (“AAA”).

Agreement to Arbitrate

You and Weedmaps (collectively, the “Parties”) mutually agree that any dispute, claim, counterclaim, or controversy arising out of or relating to these Terms – including the applicability, breach, termination, validity, enforcement, or interpretation thereof – or the use of the Weedmaps Products (collectively, “Disputes”) will be settled by binding individual arbitration (the “Arbitration Agreement”). If there is a dispute about whether this Arbitration Agreement can be enforced or applies to a Dispute, the Parties mutually agree that the arbitrator will decide the issue.

Exceptions to Arbitration Agreement

The Parties mutually agree that the following claims are exceptions to the Arbitration Agreement and will be brought in a judicial proceeding in a court of competent jurisdiction: (i) any claim related to actual or threatened infringement, misappropriate, or violation of a party’s copyrights, trademarks, trade secrets, patents, or other intellectual property rights; and (ii) any claim seeking emergency injunctive relief based on exigent circumstances. Filing of claims subject to these exceptions shall not be deemed a waiver of either your or Weedmaps’ right under the Arbitration Agreement to have all other Disputes determined by individual arbitration in accordance with the terms of the Arbitration Agreement.

Arbitration Rules

The Arbitration Agreement shall be governed by the Federal Arbitration Act. The arbitration will be administered by the AAA in accordance with the AAA Commercial Arbitration Rules and/or other AAA arbitration rules determined to be applicable by the AAA (the “AAA Rules”) then in effect, except as modified here. The AAA Rules are available at www.adr.org or by calling the AAA at 1-800-778-7879.

Jury Trial Waiver

The Parties acknowledge and agree to waive the right to a jury trial as to all arbitrable Disputes.

Seat of Arbitration; Language

The seat or place of arbitration shall be in Orange County, California. The arbitration shall be conducted and the award shall be rendered in the English language.

No Class Actions or Representative Proceedings

The Parties acknowledge and agree, to the fullest extent permitted by law, to waive the right to participate as a plaintiff or class member in any purported class action lawsuit, class-wide arbitration, collective action, private attorney general action, or any other representative proceeding as to all Disputes. Unless the Parties both otherwise agree in writing, the arbitrator may not consolidate or join the claims of other persons or parties, or otherwise preside over any form of class, collective, or representative proceeding. If the “class action lawsuit” waiver or the “class-wide arbitration” waiver in this paragraph is held unenforceable with respect to any Dispute, then the entirety of the Arbitration Agreement will be deemed void with respect to such Dispute and the Dispute must proceed in court. If the “collective action” or “private attorney general action” waiver in this paragraph is held unenforceable with respect to any Dispute, those waivers may be severed from this Arbitration Agreement and the Parties agree that any collective claims and private attorney general claims and representative claims in the Dispute will be severed and stayed, pending the resolution of any arbitrable claims in the Dispute in individual arbitration.

Survival Past Termination

Unless superseded by a later arbitration agreement between the Parties, this Arbitration Agreement will survive the termination of these Terms.

16. Other

  1. The WM Collective Terms of Service and any other agreements between you and Weedmaps with respect to the Weedmaps Products make up the entire agreement between the Parties regarding your access or use of the Weedmaps Products for any business or commercial purpose, and supersede any prior agreements, whether oral or written. No statements or promises from us or any other party have been relied upon with respect to your agreement to be bound by the WM Collective Terms of Service, except as expressly set forth therein.
  2. If any portion of the applicable WM Collective Terms of Service is found to be unenforceable, then the unenforceable part will be given effect to the greatest extent possible (except as otherwise expressly provided in such term) and to the extent not possible, that portion will be severed and the remaining portion will remain in full force and effect.
  3. If Weedmaps fails to enforce any of the WM Collective Terms of Service, it will not be considered a waiver. Any delay or omission on the part of Weedmaps in the exercise of its strict rights hereunder will not impair those rights nor will it constitute a renunciation or waiver of those rights. All rights, remedies, undertakings, obligations and agreements contained herein shall be cumulative, and none of them shall be a limitation of any other right, remedy, undertaking, obligation or agreement of Weedmaps.
  4. Any amendment to or waiver of the WM Collective Terms of Service must be made in writing and signed by us (provided however, that the WM Collective Terms of Service may be updated by us as otherwise provided herein).
  5. You shall provide Weedmaps (or its representatives) with access to the records, facilities and premises of your business for the purposes of auditing, inspecting, examining and otherwise verifying your compliance with its obligations under the WM Collective Terms of Service, and in the event that any such audit, inspection or examination reveals that you are non-compliant with your obligations under any of its provisions, to promptly bring yourself into compliance and pay the reasonable costs associated with the audit, inspection or examination.
  6. You are prohibited from transferring or assigning any of your rights or obligations under the applicable WM Collective Terms of Service to anyone else without our consent (whether by operation of law or otherwise, and whether whole or in part), and any purported transfer or assignment in violation of this restriction shall be void ab initio. If you undergo any change in ownership (whether by sale or transfer of assets or equity, by merger or otherwise), you must notify Weedmaps within 15 days and apply for assignment of your use of the Weedmaps Products to the new owner, and the decision to allow such assignment shall be in Weedmaps sole discretion, which may be withheld for any reason whatsoever. All of our rights and obligations under the WM Collective Terms of Service are freely assignable by us to an affiliate or in connection with a merger, acquisition, or sale of assets, or by operation of law or otherwise.
  7. The WM Collective Terms of Service do not confer any third-party beneficiary rights.
  8. Nothing in the WM Collective Terms of Service shall prevent us from complying with Applicable Law.
  9. We reserve all rights not expressly granted to you.
  10. The WM Collective Terms of Service and any matters arising out of or related to the WM Collective Terms of Service will be governed by California law, without regard to its conflicts of law principles.
  11. Judicial proceedings that are excluded from the Arbitration Agreement in Section 15 must be brought in state or federal court in Orange County, California, unless we both agree to some other location. You and we both consent to venue and personal jurisdiction in Orange County, California. Without prejudice to the foregoing, you agree that, in its sole discretion, Weedmaps may bring any claim, cause of action, or dispute we have against you in any competent court in the country in which you reside that has jurisdiction over the claim. The Parties agree that the 1980 UN Convention on Contracts for the International Sale of Goods will not apply.
  12. Neither your consent to these WM Collective Terms of Service nor your use of any Weedmaps Product will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between Weedmaps and you.
  13. Unless the express context otherwise requires: (a) the words “hereof,” “herein,” and “hereunder” and words of similar import, when used in these Commercial Terms, shall refer to these Commercial Terms as a whole and not to any particular provision of these Commercial Terms; (b) terms defined in the singular shall have a comparable meaning when used in the plural, and vice versa; (c) the terms “Dollars” and “$” mean United States Dollars; (d) wherever the word “include,” “includes,” or “including” is used in these Commercial Terms, it shall be deemed to be followed by the words “without limitation”; and (e) references herein to any gender shall include each other gender.
  14. These WM Collective Terms of Service shall be binding upon and inure to the benefit of the permitted successors and assigns of the Parties.
  15. Notices. All notices from you or your representatives to us must be in writing and will be deemed given when received via First Class Mail or overnight delivery to Ghost Management Group, LLC, 41 Discovery, Irvine CA 92618, Attention: Legal Department or via email when sent to legal@weedmaps.com.