Weedmaps Developer Terms of Use
Last updated October 30, 2023
1. Introduction
These Weedmaps Developer Terms of Use (the “Developer Terms”) are a contract between you and Ghost Management Group, LLC, a Delaware limited liability company, and its affiliates (collectively, “Weedmaps”), and govern (a) your access to and use of the Weedmaps API Services (as defined below) provided by Weedmaps to you, and (b) Weedmaps’ access and use of the Developer API’s (as defined below), provided by you to Weedmaps. The “Weedmaps API Services” means: (i) any Weedmaps API(s) (including, but not limited to, the Catalog API, Menu API, Labs API, Orders API and any other API’s made available from time to time), software, software development kits, code, tools, functions, features, products, and other developer services made available to you by Weedmaps via https://developer.weedmaps.com or otherwise (the “Weedmaps API’s”); (ii) any information, policies, documentation, keys, additional terms, or specifications relating to the Weedmaps API’s (which are incorporated into these Developer Terms); content (including audio visual content), data (including anonymous or aggregate data), and information that Weedmaps makes available to you through the Weedmaps API Services (collectively, “Weedmaps Data”); and (iii) any credentials assigned to you and your Application by Weedmaps.
Developer acknowledges that Weedmaps operates an online platform at weedmaps.com and other (a) websites, portals, applications (including mobile applications), channels, software and widgets (including as embedded on sites owned by others) and (b) social media pages and channels (collectively, the “Site”) that, among other things, connects legal cannabis purchasers with licensed operators (“Retailers”) of cannabis brick-and-mortar storefront locations or cannabis delivery services (the “Listing Services”). Additionally, Weedmaps provides a feature (the “Orders Feature”) for Retailers whereby (i) consumers, patients, or caregivers (“Users”) can place orders (“Orders”) for cannabis and/or cannabis-related products (“Products”) for delivery by Retailers to the User’s location (“Delivery”) or for on-premises pickup (“Pickup”) by Users, (ii) Retailers can manage Orders and delivery logistics via a back-end software dashboard, and (iii) Retailers can track their delivery drivers in the course of Delivery.
The Listing Services, the Orders Feature, and any other Weedmaps services, features, media, functions, content, tools, and links contained in or offered via the Site are referred to collectively as the “WM Services”. Retailers who are the mutual clients of both Weedmaps and Developer shall be referred to as “Clients”. All references to the words “Developer,” “you” or “your” in these Developer Terms mean the party, person(s), or legal entity (whether a company, governmental agency, or governmental department) that has accepted these Developer Terms and who accesses or uses the Weedmaps API Services, and/or who provides the Developer API’s, as applicable. Developer and Weedmaps shall each be referred to as a “Party” and shall collectively be referred to as the “Parties”.
By executing a separate agreement that incorporates these Developer Terms into that agreement by reference, or by clicking an “Agree” or similar button displayed to you during the developer signup process, or by accessing or otherwise using the Weedmaps API Services in any manner, you agree to be bound by these Developer Terms. You accept and agree to these Developer Terms on your own behalf, or, if acting on behalf of a company, legal entity, governmental agency or governmental department, as such entity’s authorized legal representative, and you represent and warrant that you have such authority to bind such entity to these Developer Terms. If you do not or cannot accept these Developer Terms, you are not permitted to use or access the Weedmaps API Services.
Please note: Section 19 of these Developer 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 DEVELOPER TERMS CAREFULLY. IF YOU DO NOT WISH TO BE A PARTY TO THESE DEVELOPER TERMS, DO NOT HAVE THE AUTHORITY TO BIND THE COMPANY, LEGAL ENTITY, ORGANIZATION, GOVERNMENTAL AGENCY OR GOVERNMENTAL DEPARTMENT YOU ARE ACTING ON BEHALF OF, OR IF YOU DO NOT AGREE TO ALL OF THE APPLICABLE TERMS, THEN YOU MAY NOT USE, OR OTHERWISE ACCESS, THE WEEDMAPS API SERVICES.
You may not use or access the Weedmaps API Services and may not accept the Developer Terms if (i) you are not of legal age to form a binding contract with Weedmaps, or (ii) you are a person barred from using or receiving the Weedmaps API Services under any applicable federal, state, provincial, or local law, statute, ordinance, rule, regulation or policy of any jurisdiction throughout the world (“Applicable Law”), or (iii) you are located in a country that is subject to embargo under the laws of the United States (or under similar laws applicable to you) or, (iv) you are on the U.S. Treasury Department’s list of Specially Designated Nationals (or an equivalent list).
2. Weedmaps Policies
You may be subject to additional terms, guidelines, or policies that apply to your use of certain Weedmaps API Services (“Supplemental Terms”), including those contained at https://developer.weedmaps.com or otherwise provided by Weedmaps to you. Access to and use of the Weedmaps API Services requires your compliance with all applicable Supplemental Terms. In the event of a conflict between these Developer Terms and any Supplemental Terms, (1) if such Supplemental Terms are set forth in a written agreement signed by you and Weedmaps, to the extent of the conflict, such Supplemental Terms will govern your access to and use of the specific Weedmaps API Services covered by those Supplemental Terms, and (2) if such Supplemental Terms are not set forth in a written agreement signed by you and Weedmaps, to the extent of the conflict, these Developer Terms will govern your access to and use of the specific Weedmaps API Services covered by such Supplemental Terms. The Supplemental Terms are hereby incorporated into these Developer Terms.
Weedmaps may update these Developer Terms and the Supplemental Terms at any time, and your continued use of the Weedmaps API Services, or continued provision of the Developer API’s, constitutes acceptance of such updates.
You agree that Weedmaps may monitor your use of the Weedmaps API Services and may immediately limit, suspend, or terminate your access to the Weedmaps API Services at any time if Weedmaps determines in its sole discretion that you or your Application (as defined below) is not in compliance with these Developer Terms or is otherwise operating in a way that is detrimental or may cause harm to Weedmaps, the Weedmaps API Services, or any Weedmaps Users. You agree that you will not interfere with this monitoring.
3. Your License to Use the Weedmaps API Services
Subject to these Developer Terms, Weedmaps grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to (i) use and access the Weedmaps API Services solely as necessary to design, develop, test, operate, maintain, and support the Weedmaps API Services’ functionality as integrated and implemented into your website, url, application, or other access point authorized by Weedmaps (“Application”) in accordance with the documentation and specifications applicable to the Weedmaps API Services you use or access, or as otherwise provided by Weedmaps from time to time, and (ii) distribute your Application to users, in accordance with these Developer Terms.
By using the Weedmaps API Services, you do not acquire any ownership in the Weedmaps API Services (including any Weedmaps Data) that is accessed through the Weedmaps API Services. If you provide any comments, suggestions, ideas, improvements, or feedback about the Weedmaps API Services (collectively, “Feedback”), Weedmaps (and those parties which Weedmaps allows) may use such Feedback for any purpose, including incorporating such Feedback into the Weedmaps API Services or any other Weedmaps product or service, without restriction or obligation to you.
4. Your Application
You and your Application will, and you will require anyone acting on your behalf to, comply with, and not access or use the Weedmaps API Services in a manner that violates these Developer Terms or any Applicable Law, including those applying to Personal Data (as defined in Exhibit A - Data Processing Addendum, which shall be referred to as the “Data Processing Addendum”). You will provide and adhere to a published privacy policy for your Application that clearly and accurately describes to users of your Application what user information you and your Application accesses, collects, and stores, and how and why you and your Application uses, processes, and shares such information with Weedmaps and other third parties. If you or your Application provide Weedmaps or the Weedmaps API Services with any data or information that is subject to your privacy policy, your privacy policy will incorporate by reference and link to the Weedmaps Privacy Policy. You agree that the Data Processing Addendum will govern any Weedmaps Personal Data (as defined in the Data Processing Addendum) that you receive, process, or otherwise have access to under these Developer Terms. You must not provide Weedmaps with any Personal Data, unless otherwise agreed to in a signed writing by you and Weedmaps.
You will implement and maintain technical, physical, and administrative safeguards in accordance with these Developer Terms and current industry standards to protect your username and password, all Weedmaps Data, and any user information collected by your Applications, including Weedmaps Personal Data, from unauthorized access or use.
If the Weedmaps API Services allow you to submit, or create functionality that enables others to submit, text, graphics (including logos and marks), photos, video, audio, music, or other content (“Your Content”) to the Weedmaps applications, you grant Weedmaps a perpetual, irrevocable, worldwide, sublicensable, royalty-free, and non-exclusive license to use, host, store, archive, copy, modify, cache, encode, reproduce, distribute, transmit, synchronize, display, create derivative works from, and publicly perform such content. Before you submit Your Content to the Weedmaps API Services, you must ensure that you have the necessary rights (including the necessary rights from your users or other third-party licensors) to grant Weedmaps this license. Other than the foregoing license, Weedmaps does not acquire ownership in Your Content or your Application.
From time to time, Weedmaps may require you to submit your Application for review and approval by Weedmaps prior to distribution to your users. You agree to cooperate with Weedmaps in this submission process, and to: (a) answer any questions which Weedmaps may ask you regarding your submitted Application, and (b) provide any information and materials reasonably requested by Weedmaps regarding your submitted Application (which may include information or materials regarding the operation of your business, and your obligations under these Developer Terms). If you make any changes to your Application after submission to Weedmaps, you must resubmit the Application to Weedmaps.
5. Restrictions on Weedmaps API Services
When using the Weedmaps API Services, you will not (or allow anyone else to):
Competitive Violations:
- Use the Weedmaps API Services to compete with or replicate any Weedmaps applications or Weedmaps products and services.
- Directly or indirectly sell, rent, lease, license, syndicate, transfer, lend, modify, reverse engineer, decompile, or otherwise alter the Weedmaps API Services.
- Disclose, copy, scrape, translate, use, distribute, display, modify, or create derivative works from any Weedmaps API Services in a manner or on an Application that is inconsistent with or conflicts with these Developer Terms or Applicable Law.
- Share your keys and access tokens or otherwise provide access to the Weedmaps API Services to anyone outside of your organization, except for agents or contractors acting on your behalf who require access as part of the operation of your Application and are bound to terms no less restrictive than those set forth in these Developer Terms.
Law and Policy Violations:
- Use the Weedmaps API Services in violation of Applicable Law, or for any unauthorized purpose.
- Use the Weedmaps API Services in a manner that violates any mobile developer or app store terms, guidelines, or policies.
- Use the Weedmaps API Services in a manner that, as determined by Weedmaps, exceeds reasonable request volume, constitutes excessive or abusive usage, or otherwise fails to comply with or is inconsistent with any documentation related to the Weedmaps API Services provided by Weedmaps to you.
Advertising/Intellectual Property Violations:
- Imply affiliation, sponsorship, or endorsement of you or your Application by Weedmaps without our written consent, or imply that Weedmaps created or owns your Application.
- Make any statement or use the Weedmaps API Services in any advertising or advertising product, or to imply sponsorship by, endorsement from, or a false association with Weedmaps, any of Weedmaps’ Users, third party content providers, or business associates.
- Indicate that the Weedmaps API Services are from another platform or medium other than from Weedmaps.
- Remove, obscure, or alter any legal, copyright, trademark, or other proprietary notice contained in the Weedmaps API Services, or falsify or delete any author attributions, legal notices, or other labels of the origin or source of material.
- Use or combine the Weedmaps API Services with software offered under an open source license.
User Information Violations:
- Use any robot, spider, site search/retrieval application, or other device to collect information about users of the Weedmaps API Services for any unauthorized purpose.
- Collect or attempt to collect any Personal Data from Weedmaps users for any unauthorized or unlawful purpose.
- Proxy, request, or collect Weedmaps usernames or passwords.
- Build, help build, or supplement any segments, profiles, databases or similar records on any individual, device, content, or browser or associate the behavior of any individual, device, content, or browser with any segment, profile, or similar record, or supplement any such record based on Weedmaps Data or other information obtained from or in connection with your use of the Weedmaps API Services.
Other Violations:
- Transmit into any Weedmaps API Services any ‘back door,’ ‘time bomb,’ ‘Trojan Horse,’ ‘worm,’ ‘drop dead device,’ ‘virus,’ ‘spyware,’ or ‘malware,’ or any computer code or software routine, which permits unauthorized access to, disables, damages, erases, disrupts, or impairs the normal operation of, or use of any Weedmaps API Services.
- Use the Weedmaps API Services in conjunction with any hardware accessory, including an Application that facilitates access to a hardware accessory, unless otherwise agreed to in a signed writing between you and Weedmaps, or except as specifically contemplated under these Developer Terms.
- Access, extract or pull any data from the Site, unless otherwise agreed to in a signed writing between you and Weedmaps, or except as specifically contemplated under these Developer Terms.
Weedmaps may audit you and your Application for violations. If requested, you must provide Weedmaps with proof that you and your Application complies with these Developer Terms. You are responsible for (i) ensuring the confidentiality of your username, account, and password, and (ii) all acts or omissions that occur under your account.
6. Modifications to Weedmaps API Services; No Warranties
Weedmaps reserves the right to discontinue offering all or part of the Weedmaps API Services or to modify the Weedmaps API Services at any time, in its sole discretion, with or without notice to you. Weedmaps is not obligated to provide any maintenance, technical or other support for the Weedmaps API Services. It is solely your responsibility at all times to be prepared to conduct your business and operate the Application without access to any aspect of the Weedmaps API Services.
In addition, Weedmaps may provide you with upgrades, updates, or modifications for the Weedmaps API Services (“Modifications”) in Weedmaps’s sole discretion. You understand and agree that: (i) all Modifications will form a part of the Weedmaps API Services, (ii) you must implement all Modifications required by Weedmaps into your Application as soon as commercially practicable; and (iii) you will prioritize changes to your Application according to Weedmaps’s recommendations.
THE WEEDMAPS API SERVICES ARE PROVIDED “AS IS.” TO THE EXTENT PERMITTED BY APPLICABLE LAW, WEEDMAPS DISCLAIMS ALL WARRANTIES OF ANY KIND (EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT, OR WARRANTIES ARISING OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE) WITH RESPECT TO ITS PERFORMANCE OR ANY MATERIALS OR SERVICES PROVIDED BY WEEDMAPS UNDER THESE DEVELOPER TERMS. WITHOUT LIMITING THE FOREGOING, WEEDMAPS DOES NOT MAKE ANY REPRESENTATIONS OR WARRANTIES THAT THE WEEDMAPS API SERVICES WILL: (I) BE UNINTERRUPTED, (II) CONTINUE TO EXIST, (III) BE RELIABLE, ACCURATE, TIMELY, SECURE, OR ERROR FREE; OR (IV) MEET YOUR REQUIREMENTS. YOU WILL BE SOLELY RESPONSIBLE FOR YOUR APPLICATION, YOUR CONTENT, AND ANY DAMAGE TO YOU, YOUR USERS, AND YOUR RESPECTIVE COMPUTER SYSTEM(S) OR DEVICES, INCLUDING LOSS OF DATA OR CONTENT, OR ANY OTHER DAMAGE OR INJURY THAT RESULTS FROM ANY ASPECT OF THE WEEDMAPS API SERVICES.
7. License to Weedmaps for Developer Data
Developer may provide to Weedmaps certain information regarding its business or the business of Clients or potential Clients, including without limitation, general business information, menus, lab testing data, inventory levels, images, and any other information that may be mutually agreed upon between the Parties from time to time (e-mail to suffice, provided, that no personal information may be shared under this Section 7, except pursuant to an executed amendment to these Developer Terms) (“Developer Data”).
Developer hereby grants to Weedmaps and its affiliates an unlimited, irrevocable, perpetual, royalty-free, non-exclusive and worldwide right and license to use, modify, derive, reprocess, copy, cache, download, encode, index, host, store, reproduce, distribute, transmit, display, exhibit, publicly perform, archive, analyze, create algorithms based on, make available, and otherwise exploit, and create derivative works of any Developer Data, together with any copies of such Developer Data, for Weedmaps’s business purposes, including without limitation for the Site and the WM Services. Weedmaps shall exclusively own all derivative works, graphical layouts, metrics, compilations, improvements, modifications, adaptations, analyses and interpretations of the Developer Data (“Weedmaps Compilation Data”). Weedmaps will have no obligation to delete or share any Weedmaps Compilation Data with Developer or with any third party.
Developer grants all necessary rights and consents for Weedmaps to obtain Developer Data by any of the following methods: (a) any method mutually agreed upon in writing; (b) accessing, extracting, scraping, crawling, or pulling the data from any medium made available or accessible to Weedmaps; (c) through a data feed; (d) through the Weedmaps API’s; and (e) through the Developer API’s (as defined below in Section 11).
Developer agrees that it will not provide or make available to Weedmaps in any way: (a) any personally identifiable information or any information that could be identifiable to a specific individual; (b) any data that could be in violation of any Applicable Law; and (c) any data that Developer does not have the necessary rights and consents for in order to provide such data. Developer has secured and will at all times, maintain any and all applicable consents, authorizations, licenses, including without limitation, a valid written agreement between any third party and Developer to which such third party grants to Developer the right to provide Weedmaps with access to and use of the Developer Data as contemplated under this Agreement.
For the avoidance of doubt, all Developer Data licensed to Weedmaps under this Section 7 will survive any termination or expiration of this Agreement. Notwithstanding any termination or expiration of this Agreement, the provisions of this Section 7 shall remain in full force and effect.
9. Point of Sale Services Providers and Orders Integrations
Clients may engage Developer to provide certain point-of-sale software and services required to process, fulfill and report Orders for Delivery or Pickup in accordance with applicable law (the “POS Services”), including calculation of applicable taxes for such Orders. The terms in this Section 9 apply if Developer provides the POS Services to Clients, and if the Parties wish to integrate Developer’s POS Services with the WM Services (either via the Weedmaps Orders API, other Weedmaps API Services, and/or through the Developer’s API’s, as applicable) in order to process, fulfill and report Orders submitted by Users via the Orders Feature to Clients (1) who designate Developer as such Clients' point-of-sale service provider, and (2) who authorize Weedmaps to share Order-related information with Developer.
a. In connection with Orders (and potential Orders) with Clients involving the Orders Feature, Developer may provide to Weedmaps certain data, text, images and other information relating to: (i) the requested Products (and alternative Products in the event such requested Products are unavailable); (ii) the relevant Clients; (iii) Orders, including applicable tax rates and fulfillment status, in each case owned or held by Developer (collectively, the “Licensed POS Data”). Developer hereby grants to Weedmaps a limited, irrevocable, perpetual, royalty-free, non-exclusive and worldwide right and license to the Licensed POS Data, together with any copies of such Licensed POS Data, for use by Weedmaps for any purpose relating to the Site or the WM Services, including in connection with Orders placed with Clients via the Orders Feature, and any other related services or products of Weedmaps.
b. Each of the Parties acknowledges and agrees that Weedmaps shall have the right to reformat, improve, modify, adapt, derive, redisplay and/or reprocess any of the Licensed POS Data, and that Weedmaps shall exclusively own all derivative works, graphical layouts, compilations, improvements, modifications, adaptations, analyses and interpretations of the Licensed POS Data. Interpretations or translations of any of the Licensed POS Data prepared by Weedmaps shall be owned exclusively by Weedmaps.
c. Additionally, Developer agrees and grants all necessary rights and consents for Weedmaps to obtain Licensed POS Data by any of the following methods (a) any method mutually agreed upon in writing (e-mail to suffice); (b) accessing, extracting, scraping, crawling, or pulling the data from any medium made available or accessible to Weedmaps, and Developer acknowledges any such extraction, scrape, crawl, or pull, will not be in violation of any laws that may prohibit such access to Licensed POS Data; (c) through a data feed; (d) through the Weedmaps API’s; or (e) through the Developer API’s (as defined below in Section 11).
d. Developer represents and warrants that (a) it is the sole owner of the Licensed POS Data or otherwise has the full right, power and authority to grant the rights and licenses to Weedmaps in accordance with the terms of this Agreement; (b) the license granted by Developer under this Section 9, and the use of the Licensed POS Data by Weedmaps for the purposes contemplated by these Developer Terms, will not violate or infringe upon any rights of any nature whatsoever of any third-party; and (c) the Licensed POS Data will be, at the time it is delivered to Weedmaps, accurate, authentic, correct and complete in all respects.
e. Developer further agrees to comply with the Orders API documentation and policies provided by Weedmaps to Developer from time to time, including but not limited to any documentation and policies provided via https://developer.weedmaps.com.
f. For the avoidance of doubt, all Licensed POS Data licensed to Weedmaps under this Section 9 will survive any termination or expiration of these Developer Terms.
g. In connection with Orders placed with Clients via the Orders Feature, Weedmaps will collect Personal Data (as defined in the Data Processing Addendum) from Users (including such User’s name, date of birth, address (for Delivery Orders), email address, telephone number, identification cards, medical cannabis recommendations or cards (for medical cannabis Orders), and their other order-related information) and may share such Personal Data with Developer in connection with the POS Services provided by Developer to such Clients. Any Personal Data shared by or on behalf of Weedmaps with Developer shall be subject to, and Developer hereby agrees to comply with, the terms of the Data Processing Addendum.
10. Data Format and Delivery
Developer agrees that the Developer Data and the Licensed POS Data, will comply with the applicable Weedmaps formatting criteria as may be specified by Weedmaps to Developer from time to time (the “Formatting Criteria”). Developer acknowledges that Weedmaps will from time to time specify the method and procedures by which Developer is to deliver the Developer Data and the Licensed POS Data, as applicable, to Weedmaps (the “Delivery Procedures”), and Developer agrees to adhere to the relevant Delivery Procedures in effect at such time. Developer acknowledges that in the event Developer fails to comply with any applicable Formatting Criteria or the Delivery Procedures in effect at such time, then Weedmaps shall have the right to immediately terminate these Developer Terms in its sole and absolute discretion.
11. Developer's API's
Developer may make available to Weedmaps, and/or Weedmaps may obtain access to, certain software, API’s, software development kits, code, tools, functions, features, and products (the “Developer API’s”). Developer hereby grants to Weedmaps and its affiliates a non-exclusive, worldwide, royalty-free, fully paid license: (a) to use and access the Developer API's to receive, obtain, crawl, access, extract, or pull the Developer Data, and/or Licensed POS Data, and/or Licensed Loyalty Data, as applicable; (b) to use any documentation associated with the Developer API's to support Weedmaps’ use of the Developer API’s; and (c) to install, integrate, and implement the Developer API;s or to have consultants, affiliates, third parties or other business partners of Weedmaps or its affiliates (such as system integrators or hosting parties) to do so for Weedmaps or its affiliates (collectively, with the Developer API's and (a)-(c), the “Developer API Materials”).
No other terms and conditions related to the Developer API Materials, including any of those provided or made available by Developer, will be applicable to Weedmaps, other than the terms and conditions specified in these Developer Terms, regardless of whether Weedmaps obtains access to, or is presented with any online terms associated with any Developer API Materials. This Agreement supersedes and controls (a) in all respects with respect to the Developer API Materials, and (b) in all respects with respect to any additional terms and conditions that may be associated with any Developer API Materials. Developer acknowledges and agrees that Weedmaps is not obligated to use any Developer Materials and any such use or removal of the Developer Materials will be at Weedmaps’ sole discretion. Developer agrees to ensure that the Developer API’s are available to Weedmaps at all times without interruption and Developer will provide support reasonably requested by Weedmaps to ensure the Developer API’s are operating as needed by Weedmaps.
Developer will provide and maintain the Developer API’s in accordance with the highest industry standards, including without limitation, any and all data security related industry standards. Developer agrees to immediately notify Weedmaps in the event of any security breach or cybersecurity threat that may be associated with any Developer API, and Developer will use any and all means to ensure that any such security breach or cybersecurity threat does not cause any harm to Weedmaps in any way.
Developer represents and warrants that (a) it is the sole owner of the Developer API Materials or otherwise has the full right, power and authority to grant the rights and licenses to Weedmaps in accordance with the terms of these Developer Terms; (b) it is in compliance with all applicable laws, rules and regulations; (c) the the Developer API Materials do not infringe on any third-party rights, including without limitation any proprietary and intellectual property rights; (d) Developer will ensure that the Developer API Materials will not result in the transmission into the Site of any ‘virus,’ ‘spyware,’ or ‘malware;’ including without limitation, any computer code or software routine, which permits unauthorized access to, disables, damages, erases, disrupts, or impairs the normal operation of, or use of any Site, or any component thereof; (e) Developer has and will implement and maintain administrative, technical, and physical safeguards to protect the security and confidentiality of the Site.
12. Confidentiality
Weedmaps’ communications to you and the Weedmaps API Services may contain Weedmaps confidential information. Weedmaps confidential information includes any materials, documentation, communication, and information concerning Weedmaps or its affiliates that we identify or are marked as confidential or proprietary, or which would reasonably be understood to be confidential to Weedmaps or its affiliates under these Developer Terms, either due to legends or other markings, the circumstances of disclosure, or the nature of the information itself ("Weedmaps Confidential Information"). If you receive any Weedmaps Confidential Information, then you will not disclose it to any third party without Weedmaps’s prior written consent. Weedmaps Confidential Information does not include any information that you already rightfully knew, that becomes public through no fault of yours, that was independently developed by you, or that was lawfully given to you by a third party who was under no obligation of confidentiality. You may disclose Weedmaps Confidential Information when compelled to do so by law if you provide Weedmaps reasonable prior notice, unless a court orders that Weedmaps not receive notice.
You acknowledge and agree that Weedmaps may be independently creating applications, content and other products and services that may be similar to or competitive with your Application, and nothing in these Developer Terms will be construed as restricting or preventing Weedmaps from creating and fully exploiting such applications, content, and other items, without any obligation to you.
At the expiration or termination of these Developer Terms, you will delete all Weedmaps Confidential Information including by (a) returning all such Weedmaps Confidential Information in your possession or reasonable control, and (b) permanently deleting all copies of such Weedmaps Confidential Information in your possession or reasonable control; provided, that you will not be required to delete and may retain any such Weedmaps Confidential Information that you must retain in order to comply with a legal obligation, for so long as such legal obligation applies. To the extent deletion of such Weedmaps Confidential Information is required and not subject to an exception set forth above, it must be done in a manner that makes it non-readable and non-retrievable.
13. Indemnification
You will indemnify, defend, and hold harmless Weedmaps, and its affiliates, directors, officers, employees, and users against all liabilities, damages, losses, costs, fees, and expenses, and any claims arising out of or on account of: (i) your or your user’s actual or alleged breach of these Developer Terms; (ii) your or your user’s use of the Weedmaps API Services; (iii) Weedmaps’ use of the Developer API’s; (iv) your Application; or (v) any content, data, technology or materials transmitted or used with the Weedmaps API Services by you or your users. These remedies are in addition to any other remedies available to Weedmaps at law or in equity. For purposes of subsections (i), (ii), (iii), (iv), and (v) of this Section 13, the words “you” or “your” shall also mean any Contractor you engage or otherwise allow to exercise your rights or perform your obligations under these Developer Terms.
14. Limitation of Liability
You agree that Weedmaps is not responsible for the actions, services, content or data of third parties, and you hereby release Weedmaps, its directors, officers, employees and agents from any claims and damages, known or unknown, arising out of or in any way connected with any claim you have against any such third parties.
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, WEEDMAPS SHALL NOT BE LIABLE TO YOU OR ANY OTHER PERSON OR ENTITY FOR (I) ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, PUNITIVE, EXEMPLARY, MULTIPLE, OR SPECIAL DAMAGES OF ANY NATURE WHATSOEVER (INCLUDING DAMAGES FOR LOSS OF PROFIT, DATA, REVENUE, OR BUSINESS), EVEN IF WEEDMAPS WAS 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 UNLESS CONTRARY TO PUBLIC POLICY. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE MAXIMUM AGGREGATE AMOUNT OF WEEDMAPS’ LIABILITY TO YOU FOR ANY CLAIM UNDER THESE DEVELOPER TERMS WILL BE LIMITED TO US $1,000.00 (ONE THOUSAND US DOLLARS).
15. Termination
Either party may terminate these Developer Terms upon notice to the other party. Upon termination of these Developer Terms (whether by you or Weedmaps), you will immediately stop accessing and using all Weedmaps API Services and delete and destroy all Weedmaps API Services and Weedmaps Confidential Information (including Weedmaps Data) in your possession and control (including from your servers) except to the extent you are otherwise permitted to retain such confidential information under a separate written agreement signed by you and Weedmaps. Upon Weedmaps’s request, you will certify your deletion and destruction of all Weedmaps API Services and Weedmaps Confidential Information (including Weedmaps Data). The following Sections will survive any expiration or termination of these Developer Terms: Sections 7, 12, 13, 14, 19, and the Data Processing Addendum, and any other provision of these Developer Terms that contemplates a continuing obligation. For the avoidance of doubt, any license grant of Developer Data or Licensed POS Data by Developer to Weedmaps will survive any termination or expiration of this Agreement.
16. Publicity
You agree that Weedmaps may use your name, logo(s), or other identifying information or image for any legitimate business purpose without consent. You must not make any public statement regarding your access to, or use of, the Weedmaps API Services without Weedmaps’s prior review and prior written approval. You shall not use the name, likeness, logo, trademarks, or any other patents, inventions, designs, processes, copyrights, trade secrets or any other intellectual property rights (as those terms are understood under United States law and Canadian law) of us or of any of our affiliates in public releases, advertising or otherwise without our prior written approval (which may be withheld in our sole discretion). You agree not to purport to be endorsed or affiliated with Weedmaps and cannot refer to yourself as a part of Weedmaps.
17. Notices
Weedmaps may give notices to you by email. You must ensure that your contact and account information is current and correct, and promptly notify Weedmaps in writing of any changes to such information. All notices to Weedmaps must be sent to: Weedmaps, 41 Discovery, Irvine, CA 92618, Attn: General Counsel; with a copy (which shall not constitute notice) to: legal@weedmaps.com.
18. Representations, Warranties and Agreements
Each Party represents and warrants that (a) it has the authority, power and right to enter into and deliver these Developer Terms and perform its obligations hereunder; (b) it will not enter into any agreement with any third party that conflicts with the terms of these Developer Terms, and is not subject to any such agreement currently; and (c) these Developer Terms have been duly executed and delivered and constitute a valid and binding obligation enforceable in accordance with its terms.
Developer represents and warrants that (a) it is the sole owner of the Developer Materials or otherwise has the full right, power and authority to grant the rights and licenses to Weedmaps in accordance with the terms of these Developer Terms; (b) you have the authority, power and right to enter into and agree to the Developer Terms and to perform your obligations therein, (c) 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 (d) the Developer Terms constitute a valid and binding obligation enforceable against you in accordance with its terms, and the performance by you of your obligations under the Developer Terms will not violate any other agreement to which you are a party, (e) the Developer Materials do not infringe on any third-party rights, including without limitation, any proprietary and intellectual property rights; (f) all information provided to us (including the representations and warranties provided in these Developer Terms, and any information submitted in connection with your application to utilize the Weedmaps API Services, or otherwise published on our Site 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; (g) the Developer Materials are and will remain up to date, accurate, authentic, correct and complete in all respects; (h) Developer will ensure that the Developer Materials will not result in the transmission into any Site of any ‘virus,’ ‘spyware,’ or ‘malware;’ including without limitation, any computer code or software routine, which permits unauthorized access to, disables, damages, erases, disrupts, or impairs the normal operation of, or use of any Site, or any component thereof; (i) Developer has secured and will at all times, maintain any and all applicable consents, authorizations, licenses, including without limitation, a valid written agreement between any third party and Developer to which such third party grants to Developer the right to provide Developer with access to and use of the Developer Materials as contemplated under these Developer Terms; (j) Developer has and will implement and maintain administrative, technical, and physical safeguards to protect the security and confidentiality of the Site; and (k) you are not in violation, in any respect, of any Applicable Law, and you will at all times comply with (including with respect to your use of the Weedmaps API Services) Applicable Law.
Each Party shall promptly notify the other Party if there has been any breach of the foregoing representations, warranties or agreements of such Party or if it reasonably believes a breach has occurred. The Parties acknowledge that a breach of any of the foregoing representations, warranties or agreements in this section would be a material breach of these Developer Terms and could cause irreparable harm to the other Party.
19. Dispute Resolution; Arbitration
THIS SECTION 19 GOVERNS HOW DISPUTES BETWEEN WEEDMAPS AND YOU ARE RESOLVED, AND REQUIRES THAT DISPUTES BE SUBMITTED TO BINDING INDIVIDUAL ARBITRATION. PLEASE REVIEW 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.
a. PRE-ARBITRATION DISPUTE RESOLUTION AND NOTIFICATION. In the event a dispute arises out of or relates to these Developer Terms, you and Weedmaps (each, individually a “Party” and collectively, the “Parties”), in good faith, agree to first attempt to resolve the dispute between yourselves through informal direct discussions prior to the initiation of arbitration. If, after a good faith effort to negotiate, one Party feels the dispute has not and cannot be resolved informally, the Party intending to pursue arbitration agrees to notify the other Party via email prior to initiating the arbitration.
b. AGREEMENT TO ARBITRATE. In the event the Parties cannot resolve a dispute through direct informal discussions, the Parties mutually agree that any dispute, claim, counterclaim, or controversy arising out of or relating to the Weedmaps API Services or these Developer Terms — including the applicability, breach, termination, validity, enforcement or interpretation thereof (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 this issue.
c. 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 located in Los Angeles County, California or Orange County, California: (i) any claim related to actual or threatened infringement, misappropriation 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 under this Section 13(c) shall not be deemed a waiver of either Party’s right under the Arbitration Agreement to have all other Disputes determined by individual arbitration in accordance with the terms of the Arbitration Agreement.
d. ARBITRATION RULES AND GOVERNING LAW. This Arbitration Agreement shall be governed by the Federal Arbitration Act. The arbitration will be administered by the American Arbitration Association (“AAA”) in accordance with the AAA Commercial Arbitration Rules and/or other AAA arbitration rules determined to be applicable by AAA (the “AAA Rules”) then in effect, except as modified here. The arbitration will be heard and determined by a single arbitrator. The arbitrator’s decision in any such arbitration will be final and binding upon the Parties and may be enforced in any court of competent jurisdiction located in Los Angeles County, California or Orange County, California. The Parties agree that the arbitration will be kept confidential and that the existence of the proceeding and any element of it (including any pleadings, briefs or other documents submitted or exchanged and any testimony or other oral submissions and awards) will not be disclosed beyond the arbitration proceedings, except as may lawfully be required in judicial proceedings relating to the arbitration or by applicable disclosure rules and regulations of securities regulatory authorities or other governmental agencies. The Parties shall pay their own costs related to the arbitration, provided that in the final award, the arbitrator may apportion the costs and fees of arbitration among the Parties in such amounts as the arbitrator deems appropriate.
e. JURY TRIAL WAIVER. Both Parties acknowledge and agree that they are waiving the right to a trial by jury as to all arbitrable disputes.
f. NO CLASS ACTIONS OR REPRESENTATIVE PROCEEDINGS. Both Parties acknowledge and agree that, to the fullest extent permitted by law, each is waiving 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. Disputes may not be arbitrated on a class, collective or representative basis. 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 action or representative proceeding. If the “class action lawsuit” waiver or the “class-wide arbitration” waiver in this Section 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” waiver or the “private attorney general action” waiver or the “representative proceeding” waiver in this Section 13(f) is held unenforceable with respect to any Dispute, those waivers may be severed from this Arbitration Agreement and the Parties agree that any 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.
g. SEVERABILITY / NO WAIVER. Except as provided in Section 13(f), if any provision of the Arbitration Agreement is found to be invalid or unenforceable, then that specific provision shall be of no force and effect and shall be severed, but the remainder of the Arbitration Agreement shall continue in full force and effect.
h. SURVIVAL PAST TERMINATION. Unless superseded by a later arbitration agreement between the Parties, this Arbitration Agreement will survive the cessation of your use of the Weedmaps Products.
20. Other
a. ENTIRE AGREEMENT. These Developer Terms, and any other applicable Supplemental Terms, set forth the entire understanding and agreement of the Parties regarding your access or use of the Weedmaps API Services, and regarding Weedmaps’ access or use of the Developer API’s, and supersede any other agreements. You acknowledge and agree that no statements or promises from Weedmaps or any other party, other than as contained in these Developer Terms and any applicable Supplemental Terms, have been relied upon by you with respect to your agreement to be bound by these Developer Terms.
b. SEVERABILITY. If any portion of these Developer Terms is found to be unenforceable, then (except as otherwise expressly provided in such term) that portion will be severed and the remaining portion will remain in full force and effect.
c. AMENDMENTS; WAIVERS. Any amendment to or waiver of these Developer Terms must be made in writing and signed by Weedmaps (provided, however, that these Developer Terms may be updated by Weedmaps as otherwise provided herein). If Weedmaps fails to enforce any of these Developer Terms, 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.
d. NO ASSIGNMENT. You are prohibited from transferring or assigning any of your rights or obligations under these Developer Terms without Weedmaps’ 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 API Services to the new owner. All of Weedmaps’ rights and obligations under these Developer Terms are freely assignable by Weedmaps to any third party.
e. NO THIRD-PARTY BENEFICIARIES. These Developer Terms do not confer any third-party beneficiary rights.
f. COMPLIANCE WITH LAW EXCEPTION. Nothing in these Developer Terms shall prevent Weedmaps from complying with Applicable Law.
g. RESERVATION OF RIGHTS. Weedmaps reserves all rights not expressly granted to you.
h. GOVERNING LAW. These Developer Terms and any matters arising out of or related to these Developer Terms or the Weedmaps API Services will be governed by California law, without regard to its conflicts of law principles.
i. NO AGENCY. Neither your consent to these Developer Terms nor your use of the Weedmaps API Services will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between Weedmaps and you.
j. INTERPRETATIVE PROVISIONS. Unless the express context otherwise requires: (a) the words “hereof,” herein,” and “hereunder” and words of similar import, when used in these Developer Terms, shall refer to these Developer Terms as a whole and not to any particular provision of these Developer 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 Developer 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.
k. SUCCESSORS. Subject to Section 20(d) above, these Developer Terms shall be binding upon and inure to the benefit of the permitted successors and assigns of the Parties.
l. DEVELOPER’S CONTRACTORS. If you authorize or allow any contractors or other third-parties to utilize the Weedmaps API Services on your behalf, or otherwise engage or allow any contractor or third-party to exercise your rights or perform your obligations under these Developer Terms (such third parties shall collectively be referred to as “Contractors''), then you are responsible for ensuring your Contractors comply with these Developer Terms. Any actions undertaken by your Contractors arising out of these Developer Terms shall be deemed to have been taken by you, and you (in addition to your Contractors) shall be responsible and liable to Weedmaps for all of your Contractors’ activities, actions, and inactions, and/or their breach of these Developer Terms or violation of Applicable Law. You agree to supervise any Contractor acting on your behalf sufficiently to prevent breaches of these Developer Terms or violations of Applicable Law.
m. WEEDMAPS IS SOLELY A TECHNOLOGY AND SOFTWARE SERVICE PROVIDER. The Parties understand and acknowledge that Weedmaps is solely a software service provider and not a cannabis licensee, and Weedmaps disclaims any obligation to obtain any cannabis license. Weedmaps does not sell, transport, distribute, dispense, or deliver Products. Weedmaps is not a party to any contract for sale of Products between Users and Retailers, including the contract for sale for Products requested via the Orders Feature, and Weedmaps is not otherwise involved in the fulfillment of orders for sale of such Products (other than by providing access to Weedmaps proprietary technology for use in connection with Orders) or processing of payments for sale of such Products. To the extent any fees or amounts are charged by Weedmaps with respect to the Orders Feature, such fees and/or amounts are solely with respect to the provision of technology services and the associated fees, expenses, hosting charges and labor associated with providing such technology services.
ADDENDUM 1
DATA PROCESSING ADDENDUM
This Data Processing Addendum (“Addendum”) to the Developer Terms between the Parties (“Agreement”), is entered into and effective as of the date the Developer agrees to the Developer Terms (the “Addendum Effective Date”), by and between Ghost Management Group, LLC (“Weedmaps”) and the Developer (“Service Provider”). This Addendum is governed by and hereby incorporated into, and forms part of the Agreement. In the event of a conflict between this Addendum, and any other terms in the Agreement (as amended, restated, supplemented or otherwise modified from time to time), the terms of this Addendum will control. Capitalized terms used but not defined herein shall have the meaning set forth in the Agreement.
WHEREAS, Weedmaps and Service Provider entered into the Agreement to set forth the respective obligations of Weedmaps and Service Provider with respect to the POS Services Service Provider provides to Clients in connection with Orders placed or expected to be placed using the Orders Feature;
WHEREAS, Service Provider acknowledges and agrees that in connection with its performance of the POS Services in connection with such Orders, Service Provider is processing Weedmaps Personal Data as further described in this Addendum; and
WHEREAS, Weedmaps and Service Provider desire to enter into this Addendum in order for each Party to comply with Applicable Law related to such processing of Weedmaps Personal Data.
NOW, THEREFORE, in consideration of the promises and mutual covenants set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree to add to the Agreement as follows:
1. General Data Protection Requirements.
1.1. Privacy and Security of Weedmaps Personal Data. If Service Provider receives, processes, or otherwise has access to any Weedmaps Personal Data, it will, at all times, comply with its obligations under Applicable Law related to its processing of Weedmaps Personal Data and will implement and maintain all appropriate technical, administrative, physical, and organizational measures (including, at a minimum, those measures in the Data Security Requirements) required to (i) ensure a level of confidentiality and security appropriate to the risks represented by the processing and the nature of Weedmaps Personal Data; and (ii) prevent unauthorized or unlawful processing of Weedmaps Personal Data, and accidental loss, disclosure or destruction of, or damage to, Weedmaps Personal Data.
1.2. Processing of Weedmaps Personal Data. For purposes of this Section 1.2, “Weedmaps Personal Data” does not include any Deidentified Data or Aggregate Consumer Information. Service Provider will only collect, use, retain, or disclose Weedmaps Personal Data in accordance with the terms of the Agreement and Business Purposes for which Weedmaps Personal Data is provided, and will limit Weedmaps Personal Data collection, use, retention, and disclosure to activities reasonably necessary and proportionate to achieve the Business Purposes or another compatible operational purpose. Service Provider will not collect, use, retain, disclose, sell, or otherwise make Weedmaps Personal Data available for a commercial purpose other than the Business Purpose or in a way that does not comply with Applicable Law.
- 1.2.1. CCPA Certification. Service Provider warrants and certifies it understands the Agreement’s and the CCPA’s restrictions and prohibitions on selling Personal Data and retaining, using, or disclosing Weedmaps Personal Data (other than Deidentified Data or Aggregate Consumer Information) outside of the Parties’ direct business relationship, and that it will comply with them. Service Provider also warrants that it has no reason to believe any CCPA requirements or restrictions prevent it from fulfilling any of the Business Purposes, or otherwise performing under the Agreement. Service Provider must promptly notify Weedmaps of any changes to CCPA’s requirements that may adversely affect its compliance with the Agreement or this Addendum.
- 1.2.2. Subprocessing. Service Provider may use Subprocessors to perform the POS Services as contemplated by the Agreement only if each such Subprocessor qualifies as a Service Provider under CCPA; Service Provider does not make any disclosures to the Subprocessor that CCPA would treat as a sale; and for each Subprocessor used, Service Provider gives Weedmaps an updated list disclosing the Subprocessor’s name, address, and contact information, the type of services provided by the Subprocessor, and Personal Data categories disclosed to the Subprocessor for purposes of performing the POS Services as contemplated by Agreement.
1.3. Compliance with Law. Each Party agrees it will comply with its obligations under Applicable Law with respect to any Weedmaps Personal Data it processes under or in relation to the Agreement. Without prejudice to the foregoing, Service Provider will not process Weedmaps Personal Data in a manner that will, or is likely to, result in Weedmaps breaching its obligations under Applicable Law.
1.4. Coverage. Each Party agrees that it is not reasonably feasible to segregate Weedmaps Personal Data from other data or information that is not Weedmaps Personal Data, and each Party acknowledges that the obligations with respect to Weedmaps Personal Data (other than Deidentified Data or Aggregate Consumer Information) still apply even though such data will be commingled with other data or information.
1.5. Hashed or Encrypted Weedmaps Personal Data. If Service Provider receives, processes, or otherwise has access to Weedmaps Personal Data in hashed, encrypted or otherwise obfuscated format, Service Provider will: (i) not attempt to reverse engineer or otherwise try to re-identify the hashed or obfuscated Weedmaps Personal Data unless Weedmaps instructs Service Provider to do so; and (ii) to the extent sharing of the Weedmaps Personal Data is necessary for the Business Purposes, only share the Weedmaps Personal Data in the format Service Provider received it from Weedmaps.
1.6. Disclosure. Service Provider acknowledges that Weedmaps may disclose this Section 1 of the Addendum and any other relevant data protection and privacy provisions to the U.S. Department of Commerce, the Federal Trade Commission, or any other judicial or regulatory body upon its request.
1.7. Equitable Relief. The right to seek and obtain emergency injunctive relief under the Agreement includes injunctive relief for any threatened or continued breach of the obligations under this Addendum related to Weedmaps Personal Data.
1.8. Disposal. At the expiration or termination of the Agreement, Service Provider will delete all Confidential Information of Weedmaps upon Weedmaps’ request, including by (a) returning all or subsets of such Confidential Information (and any Weedmaps Personal Data, subject to the exceptions set forth below) in Service Provider’s possession or reasonable control to Weedmaps, and (b) permanently deleting all copies of such Confidential Information (and any Weedmaps Personal Data, subject to the exceptions set forth below) in Service Provider’s possession or reasonable control; provided, that Service Provider will not be required to delete and may retain any such Confidential Information or Weedmaps Personal Data that Service Provider or the Client Retailer must retain in order to comply with a legal obligation for so long as such legal obligation applies, and to maintain records in the event of consumer disputes or complaints, or as evidence of compliance with age verification requirements) for a commercially reasonable period. To the extent deletion of such Confidential Information and Weedmaps Personal Data is required and not subject to an exception set forth above, it must be done in a manner that makes it non-readable and non-retrievable (i.e., pursuant to NIST 800-88, DoD 5220-22-M).
1.9. Data Inquiry Handling. Service Provider will, unless prohibited by Applicable Law, inform Weedmaps promptly, and in any event within five business days, of any Data Inquiry and will not respond to such communication unless required by Applicable Law or expressly authorized by Weedmaps in writing. If Weedmaps is unable to or does not receive a protective order or other remedy for such Data Inquiry, Service Provider may disclose only that portion of Weedmaps Data that it is legally required to disclose and will use reasonable efforts to ensure the disclosed data is handled in accordance with the Agreement and this Addendum and accorded confidential treatment. If Service Provider receives a Data Inquiry concerning a consumer’s Personal Data, Service Provider notify Weedmaps of receipt of such Data Inquiry.
1.10. Data Inquiry Cooperation. Service Provider will, at no additional cost to Weedmaps, provide reasonable cooperation and assistance to Weedmaps as Weedmaps may reasonably require to allow Weedmaps to respond to, object to, or challenge any Data Inquiry and to comply with its obligations under Applicable Law, including in relation to data security, data breach notification, data protection impact assessments, prior consultation with supervisory authorities, the fulfillment of consumers’ rights, and any inquiry, notice or investigation by a supervisory authority. Without limitation of the foregoing, Service Provider will maintain records necessary to comply with Data Inquiries from consumers and delete data to the extent such deletion is required under Applicable Law, and not otherwise subject to an exception to such deletion requirement (e.g., Service Provider or the Client must retain such data to comply with a legal obligation, to maintain records in the event of consumer dispute or complaints, or as evidence of compliance with age verification requirements).
1.11. Personal Data Breach.
- 1.11.1. Notification. In accordance with Applicable Law, Service Provider will notify Weedmaps without undue delay, and, where feasible, no more than 48 hours, after becoming aware of a Data Breach. Service Provider will also provide Weedmaps with a description of the Data Breach, the type of data that was the subject of the Data Breach, and (to the extent known to Service Provider) the categories of consumers affected, as soon as such information can be collected or otherwise becomes available, and Service Provider will cooperate with any reasonable request made by Weedmaps relating to such Data Breach.
- 1.11.2. Investigation. Service Provider agrees to immediately take action to investigate any such Data Breach, to identify, prevent, and mitigate the effects of any such Data Breach, and with Weedmaps’s prior written consent, to carry out any recovery or other action necessary to remedy the Data Breach, at Service Provider’s sole cost and expense.
- 1.11.3. Communication. Service Provider may not issue, publish, or make available to any third party any press release or other communication concerning a Data Breach without Weedmaps’s prior written approval.
2. Notices
Notices required under this Addendum must be sent to the addresses in the signature block to this Addendum or any other address that a Party specifies in writing.
3. Definitions
3.1. “Aggregate Consumer Information” means information that relates to a group or category of consumers, from which individual consumer identities have been removed, that is not linked or reasonably linkable to any consumer or household, including via a device. “Aggregate consumer information” does not mean one or more individual consumer records that have been deidentified.
3.2. “Applicable Law” means all applicable federal, provincial, state, and local laws, statutes, ordinances, rules, and regulations of any jurisdiction throughout the world.
3.3. “Business Purpose” means the data processing purposes, services and scope described in SCHEDULE I, Description of Personal Data Processing, which is attached hereto by this reference.
3.4. “CCPA” means the California Consumer Privacy Act, Cal. Civ. Code § 1798.100 et seq., and its implementing regulations.
3.5. “Consumer” means either “consumer” as defined in the CCPA or a data subject as defined by Applicable Law.
3.6. “Data Breach” means the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to, Weedmaps Data on systems managed or controlled by Service Provider or its Subcontractors (including Subprocessors).
3.7. “Data Inquiry” means any inquiry, legal process, or complaint received from a consumer, or supervisory, judicial, legal, or government authority relating to Weedmaps Data.
3.8. “Data Protection Requirements” or “Data Security Requirements” means all data privacy, protection, and security requirements detailed in this Addendum and the requirements and obligations set forth in Exhibit A, Data Security Requirements, attached hereto.
3.9. “Deidentified Data” means information that cannot reasonably identify, relate to, describe, be capable of being associated with, or be linked, directly or indirectly, to a particular consumer, provided that a business that uses deidentified information: (1) Has implemented technical safeguards that prohibit reidentification of the consumer to whom the information may pertain, (2) Has implemented business processes that specifically prohibit reidentification of the information, (3) Has implemented business processes to prevent inadvertent release of deidentified information, and (4) Makes no attempt to reidentify the information.
3.10. “Discloser” or “Disclosing Party” means the Party that discloses Confidential Information either directly by such Party or by a third party acting on such Party’s behalf.
3.11. “Personal Data” 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.
3.12. “Recipient” or “Receiving Party” means the Party (including any third party receiving it on behalf of such Party) that receives Confidential Information.
3.13. “Subprocessors” means third parties authorized under the Agreement to access and process Weedmaps Personal Data.
3.14. “U.S.” means the United States of America.
3.15. “Weedmaps Personal Data” means any and all Personal Data controlled by Weedmaps or an Affiliate of Weedmaps processed by Service Provider during the Term.
3.16. “Weedmaps Platform” means the Site and any other website, mobile application, or other media platform owned or operated by Weedmaps.
3.17. “Weedmaps System” means (a) any Weedmaps file computing system, database, server, website, application, or networked environment or domain, including any Weedmaps Platform, development, quality assurance, staging, and production environments; and (b) any Weedmaps licensed third party service provider system that Weedmaps grants Service Provider access to for the sole purpose of providing the POS Services to Client Retailers who receive Orders via the Orders Feature as contemplated by the Agreement.
EXHIBIT A
DATA SECURITY REQUIREMENTS
Minimum Security Requirements. Service Provider is responsible for and will ensure its compliance with the following:
1.1. Implementation of and compliance with a written information security program consistent with established industry standards including administrative, technical, and physical safeguards appropriate to the nature of the Weedmaps Personal Data that are designed to protect such information from: unauthorized access, destruction, use, modification, or disclosure; unauthorized access to or use that could result in substantial harm or inconvenience to Weedmaps, Weedmaps’s customers, or Weedmaps’s employees; and any anticipated threats or hazards to the security or integrity of such information.
1.2. Adopting and implementing reasonable policies and standards related to security and privacy.
1.3. Assigning responsibility for information security management.
1.4. Devoting adequate personnel resources to information security.
1.5. Carrying out verification checks on permanent staff who will have access to the Weedmaps Personal Data (other than Deidentified Data or Aggregate Consumer Information).
1.6. Conducting appropriate background checks and requiring employees, vendors, and others with access to the Weedmaps Personal Data to enter into written confidentiality agreements.
1.7. Conducting training to make employees and others with access to the Weedmaps Personal Data aware of information security risks and to enhance compliance with Service Provider’s policies and standards related to data protection.
1.8. Preventing unauthorized access to the Weedmaps Personal Data (other than Deidentified Data or Aggregate Consumer Information) through the use, as appropriate, of physical and logical (passwords) entry controls, secure areas for data processing, procedures for monitoring the use of data processing facilities, built-in system audit trails, use of secure passwords, network intrusion detection technology, encryption and authentication technology, secure log-on procedures, and virus protection, monitoring compliance with Service Provider’s policies and standards related to data protection on an ongoing basis. In particular, Service Provider has implemented and complies with, as appropriate and without limitation:
1.8.1. Physical access control measures to prevent unauthorized access to data processing systems (e.g., access ID cards, card readers, desk officers, alarm systems, motion detectors, burglar alarms, video surveillance, and exterior security);
1.8.2. Denial-of-use control measures to prevent unauthorized use of data protection systems (e.g., automatically enforced password complexity and change requirements and firewalls);
1.8.3. Requirements-driven authorization scheme and access rights, and monitoring and logging of system access to ensure that persons entitled to use a data processing system have access only to the data to which they have a right of access, and that the Weedmaps Personal Data (other than Deidentified Data or Aggregate Consumer Information) cannot be read, copied, modified, or removed without authorization;
1.8.4. Data transmission control measures to ensure that the Weedmaps Personal Data (other than Deidentified Data or Aggregate Consumer Information) cannot be read, copied, modified, or removed without authorization during electronic transmission, transport, or storage on data media, and transfer and receipt of records. In particular, Service Provider’s information security program will be designed:
- 1.8.4.1. To encrypt in storage any data sets in Service Provider’s possession, including sensitive personal data; and
- 1.8.4.2. To ensure that any sensitive personal data transmitted electronically (other than by facsimile) to a person outside Service Provider’s information technology system or transmitted over a public network is encrypted to protect the security of the transmission;
1.8.5. Data entry control measures to ensure Service Provider can check and establish whether and by whom the Weedmaps Personal Data (other than Deidentified Data or Aggregate Consumer Information) has been input into data processing systems, modified, or removed; and
1.8.6. Subprocessor supervision measures to ensure that, if Service Provider is permitted to use subprocessors, the Weedmaps Personal Data is processed strictly in accordance with Weedmaps’s instructions including, as appropriate:
- 1.8.6.1. Measures to ensure that the Weedmaps Personal Data is protected from accidental destruction or loss including, as appropriate, data backup, retention and secure destruction policies; secure offsite storage of data sufficient for disaster recovery; uninterrupted power supply, and disaster recovery programs; and
- 1.8.6.2. Measures to ensure that data collected for different purposes can be processed separately including, as appropriate, physical or adequate logical separation of Weedmaps Personal Data.
- 1.8.6.3. Measures to maintain an up-to-date list of: (i) all Subprocessors involved in processing Weedmaps Personal Data; (ii) the purposes for which the Subprocessors process Weedmaps Personal Data; and (iii) the location of each Subprocessor.
1.8.7. At least once per month, performing internal system, endpoint systems, and application vulnerability assessments and external web (and other, if applicable) application and infrastructure vulnerability assessments on all facilities, information systems (including mobile computing devices, servers, networking equipment, storage media, and host software systems) storing, processing or transmitting Customer Data used to provide services under the Agreement and remediate any identified vulnerabilities promptly.
1.8.8. Taking such other steps as may be appropriate under the circumstances.
SCHEDULE I
DESCRIPTION OF PERSONAL DATA PROCESSING
The data processing activities carried out by Service Provider under the Agreement may be described as follows:
Subject Matter. Service Provider provides POS Services to Client Retailers who receive Orders via the Orders Feature and will process Weedmaps Personal Data in connection with such POS Services.
Duration. The processing of Weedmaps Personal Data is authorized during the Term of the Agreement and for such further period during which Client Retailer is required to retain such Weedmaps Personal Data in order to comply with Applicable Law or is otherwise permitted to retain such Weedmaps Personal Data under Applicable Law.
Nature and Purpose. Service Provider will receive Weedmaps Personal Data related to User Orders placed via the Orders Feature for fulfillment by Client Retailers and will use such Weedmaps Personal Data (other than Deidentified Data and Aggregate Consumer Information) solely to provide Weedmaps with tax calculations and status updates for the benefit of Users, to facilitate logistics for Pickup or Delivery Orders, as applicable, and to report such Orders as required under applicable law.
Data Categories. First name, last name, date of birth, address (for Delivery Orders), email address, telephone number, copy of driver’s license or other identification card, medical cannabis recommendation or card (for medical cannabis Orders), any Personal Data contained in User notes to the Client Retailers, and other order-related information.
Data Subjects. Users.
Location of Data. United States or Canada, or another location mutually agreed upon by the Parties in a signed amendment to this Schedule 1.