Weedmaps Exchange Terms (Beta)
Last updated June 24, 2020
By utilizing Weedmaps’ business to business online marketplace platform known as WM Exchange, which is currently available at https://exchange.weedmaps.com, and its associated websites, portals and applications (collectively, the “Site”), you hereby agree to (I) the following terms (the “WM Exchange Terms (BETA)”) and (II) the Weedmaps Commercial Terms which are currently available at https://weedmaps.com/legal/commercial-terms (including any other terms or policies referenced therein, the “Commercial Terms”, and collectively with the WM Exchange Terms (BETA), the “WME Applicable Terms”). Capitalized terms used but not defined herein have the meaning set forth in the Commercial Terms.
1. Client Verification Requirements; Beta Period
Weedmaps provides an online marketplace platform through the Site to facilitate business to business transactions (each, a “Transaction”) between certain licensed Retailers, Commercial Growers, Processors, Brand and Product Manufacturers, Distribution Companies and Cultivators (each, a “Seller” and collectively, the “Sellers”) and commercial purchasers (each, a “Purchaser” and collectively, the “Purchasers”) of cannabis and cannabis-related products (the “Products”). By using the Site, you represent that you are licensed by all applicable state and local licensing authorit(y/ies) to sell or purchase Products on the Site (as applicable). After you submit your assent to the WME Applicable Terms and request access to the Site, a Weedmaps representative will reach out to you to obtain the details of your applicable License (defined below) and provide you with details regarding your access to the Site. For the avoidance of doubt, 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 involved in the actual transaction between Purchasers and Sellers and the contract for sale of Products is directly between the Purchasers and the Sellers. You hereby acknowledge and agree that (a) irrespective of any efforts by Weedmaps to verify whether or not a Purchaser or Seller is licensed to purchase or sell the Products, it is your sole responsibility and obligation to verify that the counterparty (if you are acting in your capacity as a Purchaser then the Seller is referred to herein as the “Counterparty” and if you are acting in your capacity as a Seller than the Purchaser is referred to herein as the “Counterparty”) meets all legal requirements under applicable law, including any age restrictions, to be able to legally purchase or sell the Products, (b) without limiting your obligations and liability under clause (a) above, (i) Weedmaps may permit or require Purchasers and Sellers to upload to the Site and maintain a valid License, and (ii) Weedmaps may elect not to review the License or otherwise independently verify whether the License is authentic or is in fact the License in which it purports to be, as that is your sole responsibility and obligation, and (c) without limiting your obligations and liability under clause (a) above, you agree that you will review in-person at the time of delivery or pick-up of the Products, the Counterparty’s License to verify that such License is authentic and demonstrates that the Counterparty may legally purchase or sell (as applicable) the Products under applicable law.
Notwithstanding anything to the contrary contained herein, (a) until these WM Exchange Terms (BETA) are updated by Weedmaps to provide for payment of the services described herein (the “WME Services”), you will not be charged any fee for Weedmaps’ provision of such WME Services to you, (b) commencing as of the date you first use the WME Services and ending on the date that Weedmaps elects to begin charging for the WME Services (the “Beta Period”), you agree to (i) provide reasonable feedback to Weedmaps regarding your use of the Site and WME Services, including any errors or difficulties discovered by you in using the Site and WME Services and how the Site and the WME Services could be improved, and (ii) notify Weedmaps by telephone or email within two (2) business days of the discovery of a material error or difficulty in use of the Site or WME Services, and (c) in the event you elect to continue using the Site and WME Services following the Beta Period, you understand that you will need to consent to additional terms and conditions (including certain payment terms) for your use of the Site and WME Services.
2. Additional Seller Representations, Warranties and Covenants
Without limiting any of your other representations, warranties or covenants set forth in the WME Applicable Terms, if you are acting in your capacity as a Seller on the Site, you represent, warrant and covenant that (a) irrespective of any functionality on the Site with respect to shipping and handling charges, you agree that it is your sole responsibility to determine all shipping and handling charges applicable to a particular Product, (b) you will not fail to deliver Products sold by you for delivery in a timely manner or have Products ready for pick-up in a timely manner, (c) you will not post false, inaccurate, misleading, defamatory or libelous content on the Site (including inaccurate or misleading pricing information), (d) you will maintain accurate inventory and availability levels for Products that you list on the Site and will sell Products at the price advertised on the Site, (e) you will ensure that all Products listed on or sold by you through the Site (i) comply with all Applicable Law, including with respect to Product labeling requirements, and (ii) are authentic and the actual Products and brand that they purport to be and are not counterfeits, (f) you will use the functionality provided by the Site and WME Services to keep Weedmaps apprised on a real-time basis of the status of each Transaction involving yourself, (g) irrespective of any functionality on the Site with respect to taxes, it is your sole responsibility to determine whether any sales, goods and services, use, consumption, excise or any other taxes apply to any Transaction (“Client Taxes”) and to collect, report, and remit the correct Client Taxes to the appropriate tax authority, and that Weedmaps and its affiliates are not obligated to determine whether Client Taxes apply and are not responsible to collect, report, or remit any sales, goods and services, use, consumption, excise or any other taxes arising from any Transaction, and (h) you will bear the risk of (1) credit card fraud, check fraud and counterfeiting of cash, and (2) late payments or similar defaults by Purchasers in connection with the purchase of your Products (provided that you will immediately make Weedmaps aware of any event described in this Section 2(h)(1) and (2)).
3. Client Instructions
Weedmaps shall have no responsibility or liability for information it posts to the Site about you based on you or your owners’, directors’, managers’, officers’, employees’ or agents’ instructions (“Client Instructions”) or otherwise. It is your responsibility to confirm that Client Instructions are executed as requested and that anyone who contacts us with Client Instructions is authorized to do so.
4. Term; Termination; Suspension
The applicability of these WM Exchange Terms (BETA) shall commence on the date you first assent to the WM Exchange Terms (BETA) and access the Site and shall continue until your access of the Site is terminated either by Weedmaps or by you in accordance with these WM Exchange Terms (BETA). Weedmaps may terminate your access to the Site and cancel the WME Services at any time at its discretion, for any reason, including but not limited to your breach of the WME Applicable Terms. You may terminate the WME Services upon three (3) days’ prior notice to Weedmaps (written or verbal (to your sales representative)). You acknowledge and agree that (i) following termination of the WME Services, Weedmaps may immediately deactivate your account(s) and delete your data and (ii) Weedmaps shall not be liable to you nor to any third party for any termination of your access to or use of any of the Site or WME Services or deletion of any your data.
Without limiting any of our rights set forth herein, upon notice to you (verbal or written), Weedmaps may suspend any of the WME Services for any period of time due to your breach of the WME Applicable Terms. Weedmaps’ decision to suspend you hereunder for any breach shall not bar Weedmaps from later terminating your access to the WME Services or Site for such breach or be deemed to be a waiver by Weedmaps of any of its rights hereunder or under law or equity with respect to such breach. Weedmaps also reserves its right to suspend or discontinue its hosting of the Site at any time.
5. Dispute Resolution; Arbitration; Class Action Waiver
For the avoidance of doubt, the dispute resolution and arbitration provisions of the Commercial Terms apply to these WM Exchange Terms (BETA). BY SUBMITTING AN APPLICATION TO USE THE WME SERVICES OR BY USING THE WME SERVICES, YOU ARE AGREEING TO (I) MANDATORY INDIVIDUAL ARBITRATION REGARDING DISPUTES, (II) WAIVE ANY RIGHT TO TRIAL BY JURY, AND (III) WAIVE ANY 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, IN EACH CASE TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.
6. Call Monitoring
You acknowledge and agree that employees of Weedmaps may monitor any of your phone calls with Weedmaps from time to time for quality assurance and training purposes, and you hereby consent to any such call monitoring by Weedmaps and any of its employees. You further agree to obtain the consent for such call monitoring by Weedmaps and its employees from each of your representatives that either makes telephone calls to Weedmaps or receives telephone calls on your behalf.
Notwithstanding any termination of your use of the WME Services (whether by us or your election to delete your account) Sections 3, 4, 5 and 7 will remain in full force and effect following any such termination.