WM Store Supplemental Terms
Last updated December 4, 2020
By using the WM Store Feature (as defined below), you agree to (I) the following terms (including the Addenda provided or referenced herein, the “WM Store Supplemental Terms”) and (II) the Weedmaps Commercial Terms available at https://weedmaps.com/legal/commercial-terms (or at such other URL as Weedmaps may provide) (including any other terms or policies referenced therein, the “Commercial Terms”, and collectively with the WM Store Supplemental Terms, the “WM Store Applicable Terms”). Capitalized terms used but not defined herein have the meaning set forth in the Commercial Terms.
Conflicts Regarding Personal Information
In the event of any inconsistency between the provisions of these WM Store Supplemental Terms and any other provision of the WM Store Applicable Terms with respect to WM Store User Personal Information, the terms of the Data Processing Addendum attached hereto as Addendum 1 (“Data Processing Addendum”) attached hereto will control.
Retailer Eligibility; Weedmaps’ Role
Weedmaps provides a feature (the “WM Store Feature”) for licensed operators (“Retailers”) of cannabis brick-and-mortar storefront locations or cannabis delivery services whereby a Retailer can (1) create a new website white-labeled with such Retailer’s branding (a “White Label Site”), and/or (2) embed an iframe into such Retailer’s existing website (together with any White Label Site, a “Retailer WM Store Site”), and, in each case of (1) and (2) utilize WM Store functionality to either offer embedded menu functionality or embedded order functionality (such order functionality, the “WM Store Orders Feature”).
Retailers may now (or, with respect to Delivery (as defined below) functionality, in the future if Weedmaps makes such functionality available via the WM Store Feature) use the WM Store Orders Feature to enable (i) consumers, patients, or caregivers (“Users”) to place orders for cannabis products, cannabis-related products or other products (“Products”) for delivery (“Delivery”) by Retailers to the User’s location or for on-premises pickup (“Pickup”) by Users, (ii) Retailers to manage WM Store Orders and delivery logistics via a back-end software dashboard, and (iii) Retailers to track their delivery drivers in the course of Delivery. A “WM Store Order” is defined as a User ordering Products for Delivery or Pickup, as applicable, using the WM Store Orders Feature.
Weedmaps also provides a separate feature (the “WM Orders Feature”) for Retailers whereby (i) Retailers can enable Users to place orders for Products via weedmaps.com or the Weedmaps’ official iOS or Android applications (collectively, “WDC Orders”, and together with WM Store Orders, “WM-Powered Orders”), (ii) Retailers can manage WDC Orders and delivery logistics via a back-end software dashboard, and (iii) Retailers to track their delivery drivers in the course of Delivery. For the avoidance of doubt, the use of the WM Orders Feature is subject to the WM Orders Supplemental Terms available at https://weedmaps.com/legal/orders-terms (the “WM Orders Supplemental Terms”) and any Personal Information (as defined below) collected in connection with WDC Orders shall be subject to the WM Orders Supplemental Terms and not these WM Store Supplemental Terms.
By using the WM Store Feature, you represent that (i) you are a Retailer that is licensed by all applicable state and local licensing authorit(y/ies), (ii) if you implement the WM Store Orders Feature, that you desire to sell Products to Users by way of Delivery by you or Pickup by User using the WM Store Orders Feature, in each case solely to the extent permitted by your license(s), and (iii) you will comply with the Code of Conduct attached hereto as Addendum 2 (the “Code of Conduct”). If you are requesting access to the WM Store Orders Feature, a Weedmaps representative will reach out to you to obtain the details of your applicable License(s) (see Section 7(g) of the Commercial Terms).
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 a party to any contract for sale of Products between Users and Retailers, including the contract for sale for Products requested via the WM Store Orders Feature and WM 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 WM-Powered 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 WM Store Orders Feature or WM 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.
Conditions of Access to the WM Store Feature
Subject to your compliance with the terms and conditions of the WM Store Applicable Terms, Weedmaps hereby grants you a non-exclusive, non-transferable, revocable, limited right to access the WM Store Feature, solely for your internal use in connection with WM Store Orders placed with you and to manage Off Platform Orders as authorized by Weedmaps, and solely in the jurisdiction(s) and to the extent permitted under the terms of your License(s).
Weedmaps may modify, suspend or terminate access to, or discontinue the availability of, the WM Store Feature at any time, including without limitation upon any breach by you of the WM Store Applicable Terms.
If you delete your account or we terminate your access to the WM Store Feature, these WM Store Supplemental Terms shall terminate as an agreement between you and us, but the following provisions of these WM Store Supplemental Terms will remain in place: Termination, Dispute Resolution; Arbitration; Class Waiver, Personal Information, and the Data Processing Addendum.
Upon termination of our agreement for services or termination of your access to the WM Store Feature (I) Weedmaps may deactivate your account(s), (II) Weedmaps may delete your data, (III) you shall be responsible for payment of any applicable fees relating to WM Store Orders placed with you through the termination date, and (IV) you will (a) deliver to Weedmaps all Weedmaps Data (other than WM Store User Personal Information) in your possession or reasonable control, 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 (other than WM Store User Personal Information) in your possession or reasonable control, except, in each case of (a) and (b), to the extent you are required to retain such information under any Applicable Law 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.
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 Store Supplemental Terms. BY SUBMITTING AN APPLICATION TO USE THE WM STORE FEATURE OR BY USING THE WM STORE FEATURE, YOU (I) AGREE TO 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. The right to seek and obtain emergency injunctive relief under the Commercial Terms includes injunctive relief for any threatened or continued breach of the obligations under the Data Processing Addendum related to Weedmaps Data (as defined therein).
“Affiliate” means any entity directly or indirectly controlling, controlled by, or under common control of Weedmaps, or where Weedmaps owns at least 50% or more of the equity interest or voting stock, or equivalent, in such entity.
“Business Personal Data” means any Personal Information provided by you in connection with Off Platform Orders, any Retailer Employee Data you provide to Weedmaps or otherwise enter using the WM Store Orders Feature, and any personal data of your principals to the extent required in connection with the contractual relationship between you and Weedmaps.
“CCPA” means the California Consumer Privacy Act, Cal. Civ. Code § 1798.100 et seq., and its implementing regulations.
“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.
“Off Platform Order” means an order of Products placed by a User from you directly, without using the WM Store Orders Feature or the WM Orders Feature.
“Retailer Employee Data” means Personal Information of a Retailer’s Personnel (as defined in the Commercial Terms) that will be involved in accepting or fulfilling WM-Powered Orders for Delivery.
“Subprocessors” means third parties authorized under the WM Store Applicable Terms to access and process Weedmaps Data (as defined in the Data Processing Addendum).
“WM Store User Personal Information” means Personal Information provided by Users who place WM Store Orders with you (e.g., name, address, email address, telephone number).
In connection with the WM Store Feature, Weedmaps and you may share two types of Personal Information with each other: WM Store User Personal Information and Business Personal Data (which includes Retailer Employee Data and Personal Information in connection with Off Platform Orders). You hereby agree that you will not provide any Personal Information to Weedmaps other than the contact information (name, email, phone number and physical address) collected in connection with Off Platform Orders, the Retailer Employee Data, and any personal data of your principals to the extent required in connection with the contractual relationship between the you and Weedmaps. In the event we share WM Store User Personal Information with you, or you share permitted Business Personal Data with Weedmaps, the below chart summarizes our respective obligations (as set forth in more detail in the Data Processing Addendum):
|(1) Type of Personal Information||(2) Rights To Use Personal Information||(3) How Retailer Can Share Personal Information||(4) Required Disclosures and Consent Mechanics Regarding Use of Personal Information||(5) How Retailers Must Protect Personal Information|
|Protection: You must ensure your collection, storage, use, transfer, disclosure or security practices with respect to WM Store User Personal Information is consistent with applicable data privacy laws and best practices (including as detailed in the Data Processing Addendum)|
|Business Personal Data||Proprietary to you
You hereby grant Weedmaps a worldwide, non-exclusive, sublicensable license to use Business Personal Data (I) in connection with providing the WM Store Feature, (II) in connection with creating data sets or any other derivative works for the use of Weedmaps or any of its Affiliates or partners, and (III) in connection with Weedmaps’ promotional or advertising efforts.
|Consult your legal counsel||Consent:
You are solely responsible for obtaining all consents required under Applicable Law required to enable Weedmaps to collect, store, use, transfer, disclose or secure such Business Personal Data as contemplated by the WM Store Applicable Terms, and you hereby represent and warrant that you have and shall obtain all such consents.
|Protection: You covenant to take no less than the degree of care with respect to Business Personal Data than the degree of care Weedmaps and you are obligated to take with respect to WM Store User Personal Information under the Data Processing Addendum.|
Addendum 1 - DATA PROCESSING ADDENDUM
By using the WM Store Orders Feature, you agree as follows:
- Privacy and Security of Weedmaps Data. You covenant and agree to comply with your obligations under Applicable Law relating to any Weedmaps Data you gain access to in connection with the WM Store Feature. Without prejudice to the foregoing, you will not process Weedmaps Data in a manner that will, or is likely to, result in Weedmaps breaching its obligations under Applicable Law. You further covenant and agree to implement and maintain all appropriate technical, administrative, physical, and organizational measures (including, at a minimum, the data privacy, protection, and security requirements detailed in this Data Processing Addendum and the requirements and obligations set forth in EXHIBIT A, Data Security Requirements, attached hereto) sufficient to (i) ensure a level of confidentiality and security appropriate to the risks represented by the processing and the nature of Weedmaps Data; and (ii) prevent unauthorized or unlawful processing of Weedmaps Data, and accidental loss, disclosure or destruction of, or damage to, Weedmaps Data. “Weedmaps Data” means data and information (a) that is disclosed to you or to which you have access in connection with the WM Store Feature; and (b) that is processed, prepared, accessed, used, aggregated, or generated in connection with the WM Store Feature, including WM Store User Personal Information, regardless of whether any such data or information is commingled or aggregated with other data or information.
- Processing of Weedmaps Data. You will only process Weedmaps Data in accordance with the WM Store Applicable Terms.
- CCPA Certification. You warrant and certify that you understand the WM Store Applicable Terms’ and the CCPA’s restrictions and prohibitions on selling Personal Information and retaining, using, or disclosing Personal Weedmaps Personal Data other than as specifically permitted by the WM Store Applicable Terms, and that you will comply with such restrictions and prohibitions. You also warrant that you have no reason to believe any CCPA requirements or restrictions prevent you from performing under the WM Store Applicable Terms. You must promptly notify Weedmaps of any changes to CCPA’s requirements that may adversely affect your performance under the WM Store Applicable Terms.
- Subprocessing. You may use Subprocessors in connection with Weedmaps Data you gain access to in connection with the WM Store Feature only if (i) each such Subprocessor qualifies as a service provider under CCPA; and (ii) you do not make any disclosures to the Subprocessor that CCPA would treat as a sale.
- Commingling or Aggregation of WM Store User Personal Information. Where reasonably feasible, you agree not to commingle or aggregate Weedmaps Data with other data that is not Weedmaps Data without Weedmaps’ prior written consent. You and Weedmaps agree that it is not reasonably feasible to segregate WM Store User Personal Information from other data or information that is not WM Store User Personal Information, and you and Weedmaps each acknowledge that the obligations with respect to WM Store User Personal Information under the WM Store Applicable Terms will still apply even though such data will be commingled with other data or information.
- Hashed or Encrypted Weedmaps Data. If you receive, process, or otherwise have access to Weedmaps Data in hashed, encrypted or otherwise obfuscated format, you will: (i) not attempt to reverse engineer or otherwise try to re-identify the hashed or obfuscated Weedmaps Data unless Weedmaps instructs you to do so; and (ii) only share such Weedmaps Data with your Subprocessors in the format you received it from Weedmaps.
- Data Inquiry Handling. You will, unless prohibited by the Applicable Law, inform Weedmaps promptly, and in any event within two business days, of any inquiry, legal process, or complaint received from a Consumer or supervisory, judicial, legal or government authority relating to Weedmaps Data (“Data Inquiry”) and will not respond to such communication unless required by Applicable Law or expressly authorized by Weedmaps; provided, that with respect to Data Inquiries from a Consumer concerning such Consumer’s WM Store User Personal Information, in addition to informing Weedmaps of such Data Inquiry, you must respond to such communication promptly in accordance with your obligations under Applicable Law. If Weedmaps is unable to or does not receive a protective order or other remedy for any such Data Inquiry, you may disclose only that portion of Weedmaps Data that you are legally required to disclose and will use reasonable efforts to ensure the disclosed data is handled in accordance with the WM Store Applicable Terms and accorded confidential treatment. “Consumer” means either “consumer” as defined in the CCPA or a data subject as defined by Applicable Law.
- Data Inquiry Cooperation. You 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.
Personal Information Breach.
- Notification. In accordance with Applicable Law, you will notify Weedmaps without undue delay and, where feasible, no more than 24 hours after becoming aware of a Data Breach. You 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 you) the categories of Consumers affected, as soon as such information can be collected or otherwise becomes available, and you will cooperate with any reasonable request made by Weedmaps relating to the Data Breach. “Data Breach” means the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to, Weedmaps Data on systems managed or controlled by you or your subcontractors (including Subprocessors).
- Investigation. You agree to immediately take action to investigate the Data Breach, to identify, prevent, and mitigate the effects of any such Data Breach, and with Weedmaps’s prior agreement, to carry out any recovery or other action necessary to remedy the Data Breach. You shall cooperate in good faith with Weedmaps in Weedmaps’ handling of any Data Breach, including without limitation any investigation, reporting, the timing and manner of any notifications to any individuals, regulators or other third parties (“Notifications”), and other obligations required by Applicable Law, or as otherwise required by Weedmaps to respond to and mitigate any damages caused by the Data Breach. You agree to indemnify and hold Weedmaps harmless for any costs, expenses, claims and losses incurred in connection with a Data Breach including, without limitation, the cost of reconstructing data and data forensics (including any security audits or reviews of your systems reasonably requested by Weedmaps), the cost of Notifications and providing credit monitoring and identity theft protection and restoration services to affected parties, and any counsel fees incurred by Weedmaps related to such Data Breach.
- Communication. You may not issue, publish, or make available to any third party any press release or other communication concerning a Data Breach without Weedmaps’ prior approval.
- Audit. 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 this Addendum, and in the event that any such audit, inspection or examination reveals that you are non-compliant with your obligations under the foregoing provisions, to promptly bring yourself into compliance and pay the reasonable costs associated with the audit, inspection or examination.
EXHIBIT A TO ADDENDUM 1 - DATA SECURITY REQUIREMENTS
- 1. Minimum Security Requirements. The appropriate technical, administrative, physical, and organizational measures required under Section 2 of the Data Processing Addendum include:
- 1.1. Implementation of and compliance with a written information security program consistent with software industry standards including administrative, technical, and physical safeguards appropriate to the nature of the Weedmaps 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 Data.
- 1.6. Conducting appropriate background checks and requiring employees, vendors, and others with access to the Weedmaps Data to enter into written confidentiality agreements.
- 1.7. Conducting training to make employees and others with access to the Weedmaps Data aware of information security risks and to enhance compliance with your policies and standards related to data protection.
- 1.8. Preventing unauthorized access to the Weedmaps Data 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 your policies and standards related to data protection on an ongoing basis. In particular, you have implemented and comply 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 Data cannot be read, copied, modified, or removed without authorization;
- 1.8.4. Data transmission control measures to ensure that the Weedmaps Data 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, your information security program will be designed:
- 188.8.131.52. To encrypt in storage any data sets in your possession, including sensitive personal data; and
- 184.108.40.206. To ensure that any sensitive personal data transmitted electronically (other than by facsimile) to a person outside your 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 you can check and establish whether and by whom the Weedmaps Data has been input into data processing systems, modified, or removed; and
- 1.8.6. Subprocessor supervision measures to ensure that, if you are permitted to use Subprocessors, the Weedmaps Data is processed strictly in accordance with Weedmaps’s instructions including, as appropriate:
- 220.127.116.11. Measures to ensure that the Weedmaps Data is protected from accidental destruction or loss including, as appropriate and without limitation, data backup, retention and secure destruction policies; secure offsite storage of data sufficient for disaster recovery; uninterrupted power supply, and disaster recovery programs; and
- 18.104.22.168. Measures to ensure that data collected for different purposes can be processed separately including, as appropriate, physical or adequate logical separation of Weedmaps Data.
- 22.214.171.124. Measures to maintain an up-to-date list of: (i) all Subprocessors involved in processing Weedmaps Data; (ii) the purposes for which the Subprocessors process Weedmaps 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 Weedmaps Data and remediate any identified vulnerabilities promptly.
- 1.8.8. Taking such other steps as may be appropriate under the circumstances.
Addendum 2 - CODE OF CONDUCT
- You agree that you will (a) maintain valid and active Licenses and provide updated License information to Weedmaps as needed; (b) if you are using the WM Store Orders Feature, to the extent required by Applicable Law, review any account documentation and originals thereof intended to facilitate verification of such User’s eligibility to purchase Products (any such documentation, the “User Documentation”); (c) not defame, harass, abuse, threaten or defraud Users, or collect, or attempt to collect, Personal Information about Users or third parties without their consent; (d) not solicit or encourage any User to cease to use or reduce use of Weedmaps’s services or products, or to otherwise negatively modify such User’s relationship with Weedmaps; and (e) determine whether any sales, goods and services, use, consumption, excise or any other taxes, levies or duties (“Taxes”) apply to any WM Store Order placed with you or applicable fees, including any such Taxes associated with User’s purchase and receipt of Products (“Order Taxes”) and any such Taxes associated with any applicable fees payable to Weedmaps, other than Taxes on Weedmaps’ income (“WM Service Taxes”), and collect, report, and remit the correct Order Taxes and WM Service Taxes to the appropriate tax authority.
- You agree that you will use commercially reasonable efforts to (a) ensure all Products listed using the WM Store Feature or sold by you through the WM Store Orders Feature (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 not be counterfeits; (b) provide to Weedmaps accurate tax rates and calculations applicable to Products you list using the WM Store Feature and, use any functionality provided by Weedmaps to display such information using the WM Store Feature; (c) display to Users accurate levels for Products that you list using the WM Store Feature and sell Products at the price advertised using the WM Store Orders Feature; (d) receive and process WM Store Orders placed with you and Deliver and prepare Products for Pickup in a timely manner, and use functionality provided by Weedmaps to keep Users apprised on a real-time basis of the status of each such WM Store Order (including completion); and (e) not transmit 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 the Site (as defined in the Commercial Terms) or the WM Store Feature, or any component thereof.
- On ten (10) days’ notice, during the term of your use of the WM Store Orders Feature and within one year after the termination of your use of the WM Store Orders Feature, Weedmaps may audit your files to confirm your compliance with your obligations under the WM Store Applicable Terms, in each case without unreasonable disruption to your business operations. Weedmaps may conduct any audit under this Clause 3 at any time during regular business hours and no more frequently than semi-annually. Such audit will be at Weedmaps’ cost, unless it reveals a material noncompliance by you, in which case you will reimburse the costs of such audit.