1. CLEARLEAF SERVICES
3. USER CONTENT
3.1. User Responsibility
All information, data, text, software, sound, images, graphics, messages or other materials, including personal information ("User Content") transmitted to the Platform by You is Your sole responsibility. This means that the user, and not Clearleaf, is entirely responsible for all such material uploaded, transmitted or otherwise made available by using the Platform and Clearleaf Services. You are solely responsible for obtaining all necessary consents and making all necessary disclosures required in connection with any and all User Content (including consents to collect, use and disclose personal information of customers under applicable privacy laws). By using the Platform and Clearleaf Services, You represent, warrant and covenant that You have obtained all necessary consents to collect any personal information and that You will comply with all applicable laws, including privacy laws. Clearleaf does not control User Content uploaded to the Platform and as such, does not guarantee the accuracy, integrity or quality of such content. Under no circumstances will Clearleaf be liable in any way for any User Content, including, but not limited to, any errors or omissions in any materials or for any loss or damage of any kind incurred as a result of the viewing or use of any User Content posted, uploaded, transmitted or otherwise made available on the Platform.
3.2 Data Terms
Retailer POS Data. As between Retailers and Clearleaf, the Retailer is the owner of its point-of-sale data, namely inventory, pricing and sales data (the "Retailer POS Data"). You hereby grant to Clearleaf a non-exclusive, perpetual license to collect, store and use Retailer POS Data for the purpose of: (i) providing the Clearleaf Services, which includes distributing Retailer POS Data to subscribers to Clearleaf Services; and (ii) creating Anonymized Data (as such term is defined in Section 3.2(b)). Notwithstanding the generality of the foregoing, no Personal Information of Retailers' customers will be shared or disclosed to any other subscribers to Clearleaf Services, nor will any Retailer POS Data be shared with retail-exclusive sellers of cannabis. If you do not wish to have Retailer POS Data shared with producers and manufacturers, you may request us to provide only anonymized Retailer POS Data subject to certain exceptions where Retailer POS Data must be provided to enable media campaigns.
Service Usage Data. Clearleaf owns all right title and interest in and to retains ownership of all Anonymized Data. "Anonymized Data" means: (i) any data that is derived from or relates to Retailer POS Data and may include product inventory and sales transactions; (ii) Platform usage data and data relating to use of the Clearleaf Services and User parameters and characteristics, all of which is anonymized and/aggregated so as not to identify Retailer or its Customers.
If You provide Clearleaf with any suggestions, comments or other feedback ("Feedback") relating to the Website, Platform or on the Clearleaf Services. Clearleaf may freely use such Feedback in any Clearleaf products or Clearleaf Services (collectively, "Clearleaf Offerings"). Accordingly, You agree that: (i) Clearleaf is not subject to any confidentiality obligations in respect to the Feedback, (ii) the Feedback is not confidential or proprietary information of You or any third party and You have all of the necessary rights to disclose the Feedback to Clearleaf, (iii) Clearleaf (including all of its successors and assigns and any successors and assigns of any of the Clearleaf Offerings) may freely use, reproduce, publicize, license, distribute, and otherwise commercialize Feedback in any Clearleaf Offerings, and (iv) You are not entitled to receive any compensation or re-imbursement of any kind from Clearleaf or any of the other users of the Website or Platform.
If you purchase a subscription for any Platform Clearleaf Services, You shall pay Clearleaf the Subscription Fees as specified to You in a Clearleaf order form ("Order Form"). All amounts are payable in the currency specified in the Order Form.
4.2 Invoicing and Payment.
Clearleaf will invoice You electronically and You agree to accept Clearleaf's invoices in that manner. Unless otherwise stated an invoice sent to You by Clearleaf, all invoiced amounts for the Clearleaf Services are due upon receipt of Clearleaf's invoices for such amounts. If You have enrolled in automatic billing, You shall: (i) keep your billing, credit card and payment information accurate and up to date, otherwise, Clearleaf may suspend provision of the Clearleaf Services; (ii) promptly advise Clearleaf if billing or credit card information changes due to loss, theft, cancellation or otherwise; (iii) be liable for failure to pay any fees caused by Your failure to provide Clearleaf with up to date billing information; and (iv) upon termination of the Clearleaf Services, provide Clearleaf with a forwarding address for all final invoices or correspondence if Your mailing address differs from that which You provided in your Account.
Unless otherwise stated, Clearleaf's prices for the Clearleaf Services do not include any direct or indirect local, state, provincial, federal or foreign taxes, levies, duties or similar governmental assessments of any nature, including value-added, goods and Clearleaf Services, harmonized, use or withholding taxes (collectively, “Taxes”). You are responsible for paying all applicable Taxes associated with purchases pursuant to these Terms, excluding taxes based on Clearleaf's net income or property. If Clearleaf has the legal obligation to pay or collect Taxes for which You are responsible under this Section, the appropriate amount shall be invoiced to and paid by You, unless You provide Clearleaf with a valid tax exemption certificate authorized by the appropriate taxing authority.
4.4 Pre-authorized Payment
By providing a credit card information to Clearleaf as part of Your Account registration, You authorize Clearleaf to charge Your credit card for all outstanding fees, taxes and charges and outstanding account balances incurred by You in respect to the Clearleaf Services, and this Section 4.4 constitutes Clearleaf's good and sufficient authority for so doing. If You do not provide notice of non-renewal of the subscription for the Clearleaf Services (of at least 30 days for any monthly subscription and 60 days for any annual subscription), then the relevant fees for the renewal of Your subscription to the Clearleaf Services for a new subscription having the same subscription term will be automatically processed and charged to You in full at the then-current fees for the Clearleaf Services for such renewed term.
4.5 Fee Changes
Clearleaf may change the fees Clearleaf charges for the Clearleaf Services at any time in Clearleaf's discretion. Changes to the fees will be communicated by being posted on the Clearleaf website and will become effective at the time of posting, provided, however, any fee changes will not change subscription fees applicable to Your current subscription term, however, such fee changes will be applicable to Your next subscription renewal. If You do not wish to pay the changed fees, then Your sole recourse is to not renew Your subscription for the Clealeaf Services.
4.6 Suspension of Service
If Your account is five (5) or more days overdue in the case of a monthly subscription or fifteen (15) or more days overdue in the case of an annual or multi-year subscription, then in addition to any of its other rights or remedies, Clearleaf shall have the right to suspend the Clearleaf Services provided to You, without liability to You, until such amounts are paid in full.
5. USER RESPONSIBILITIES AND RESTRICTIONS
You are responsible for all activity occurring on Your Account and for compliance with this Agreement. Without limiting the generality of the foregoing, You agree that You will not:
- use the Platform other than as permitted by this Agreement; share Your login information with any individual;
- use the Platform to send, store, publish, post, upload or otherwise transmit any information in violation of any laws, rules or regulations including those relating to and privacy, or in violation of any of Your warranties, representations or obligations under this Agreement;
- license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, time share or otherwise commercially exploit or make the Platform available to any third party;
- use the Platform to upload, collect, transmit, store, use or process any patient information or other data: (i) that You do not have the lawful right to copy, transmit, distribute, and display (ii) for which You does not have the consent or permission from the owner of any personal information contained therein; (iii) that is tortious, defamatory, obscene, or offensive; or (iv) that violates, or encourages any conduct that would violate, any applicable law or regulation or would give rise to civil or criminal liability;
- use the Platform to send, store, publish, post, upload or otherwise transmit any viruses, Trojan horses, worms, time bombs, corrupted files or other computer programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any systems, data, personal information or property of another;
- continue to use the Platform in a manner that interferes with or disrupts the integrity or performance of the Platform following a notice from Clearleaf of such use;
- attempt to gain unauthorized access to the Platform or its related systems or networks;
- use or knowingly permit the use of any security testing tools in order to probe, scan or attempt to penetrate or ascertain the security of the Platform;
- use any data mining, robots or similar data gathering or extraction methods;
- access the Platform for the purpose of building a similar or competitive product or service or for the purpose of obtaining unauthorized access to the Platform; or
- copy, translate, create a derivative work of, reverse engineer, reverse assemble, disassemble, or decompile the Platform or any part thereof or otherwise attempt to discover any source code or modify the Platform, except as expressly provided for in this Agreement.
Clearleaf reserves the right to terminate, limit or suspend User access to the Platform for any User breach of these restrictions or any other violation of any other term of this Agreement.
6. INTELLECTUAL PROPERTY; LICENSE TO PLATFORM
The Website, Platform, Clearleaf Services and the information and materials contained therein (except for information and material provided by Users of the Clearleaf Services), are the property of Clearleaf and its licensors and are protected from unauthorized copying and dissemination by copyright law, trademark law, and other intellectual property laws. Subject to these Terms and payment of any applicable fees, we grant You a non-transferable, non-exclusive, license to access and use the Website and Platform for Your internal business purposes use, and not for the use of any other person or individual. Nothing in the Terms gives you a right to use the brand names, trademarks, logos, domain names, and other distinctive brand features we provide the Clearleaf Services under without our prior written consent. You shall not attempt to override or circumvent any of the usage rules or restrictions on the Website or Platform. Any future release, update, or other addition to functionality of the Website, Platform and Clearleaf Services shall be subject to the terms of these Terms.
7. TERM; TERMINATION
The Term of your subscription to any Clearleaf Services shall be specified on your Order Form. If no term is specified, the term of this Agreement shall be month-to-month.
7.2 Termination by Clearleaf
7.3 Effect of Termination
In the event of Termination by either Party, Clearleaf reserves the right to delete any information in the User Account that it is not required by law to retain. If specified on your Order Form, You will be required to pay a termination fee if You terminate this Agreement prior to the expiry of the Term.
7.4 Outstanding Fees.
Termination, suspension, or expiration of Your Subscription shall not relieve You of the obligation to pay any fees accrued or payable to Clearleaf. Upon Termination by Clearleaf under Section 7.2, all applicable fees for the remainder of the Term shall become due immediately.
8. IMPORTANT DISCLAIMERS
8.1 Information Disclaimer
Any information or materials provided by the Website, Platform and Clearleaf Services, including but not limited to recommendations, product regulation, as well as other analytics, are for information purposes only. There is no guarantee that any of the information provided by the Website or Platform will be applicable to You or Your customers and Clearleaf does not make any representations or warranties about the effectiveness of any of the information and materials provided by the Website, Platform or Clearleaf Services. It is Your responsibility to ensure that any products recommended or sold are safe for Your customers. Your customers should consult a physician for any and all health advice. Clearleaf expressly disclaims any and all liability or responsibility for any loss, harm, injury to person or property, illness, damage or any other claim arising as a result of User reliance on the information and material provided by the Website, Platform, and Clearleaf Services.
8.2 Internet Security Disclaimer
You understand that the transmission of User Content is necessary to use of the Clearleaf Services. Therefore, You expressly consent to Clearleaf's storage of User Content, which will involve transmission over the Internet, and over various networks, only part of which may be owned and/or operated by Clearleaf. Clearleaf is committed to protecting Your privacy and we have safeguards in place that comply with Federal and Provincial laws, rules and regulations relative to storing personal information; however, You acknowledge and understand that User Content may be accessed by unauthorized persons when communicated across the Internet, network communications facilities, or other electronic means. Clearleaf is not responsible for any User Content which is delayed, lost, altered, intercepted or stored during the transmission of any data whatsoever across public networks not owned or operated by Clearleaf, including, the Internet and Your local network. You agree that Clearleaf is not in any way responsible for any interference with Your use of or access to the Clearleaf Services or security breaches arising from or attributable to the Internet and You waive any and all claims against Clearleaf in connection therewith.
8.3 DISCLAIMER OF ALL IMPLIED REPRESENTATIONS, WARRANTIES AND CONDITIONS
THE INFORMATION AND MATERIALS PROVIDED ON THE WEBSITE AND PLATFORM ARE PROVIDED "AS IS." SPECIFICALLY, BUT WITHOUT LIMITATION, CLEARLEAF DOES NOT REPRESENT, WARRANT OR OFFER ANY CONDITIONS THAT: (I) THE INFORMATION OR MATERIALS ON THIS WEBSITE ARE CORRECT, ACCURATE, RELIABLE OR COMPLETE; (II) PRODUCT RECOMMENDATIONS WILL BE APPROPRIATE AND/OR SAFE FOR CUSTOMERS; (III) THE FUNCTIONS CONTAINED ON THIS WEBSITE WILL BE UNINTERRUPTED OR ERROR-FREE; (IV) DEFECTS WILL BE CORRECTED, OR (V) THIS WEBSITE OR THE SERVER(S) THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. CLEARLEAF SPECIFICALLY DISCLAIMS ALL REPRESENTATIONS, WARRANTIES AND CONDITIONS, EITHER EXPRESS, IMPLIED, STATUTORY, BY USAGE OF TRADE, COURSE OF DEALING OR OTHERWISE INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY, OR MERCHANTABLE QUALITY, NON-INFRINGEMENT, TITLE, SATISFACTORY QUALITY OR FITNESS FOR A PARTICULAR PURPOSE. ANY INFORMATION OR MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE WEBSITE IS AT YOUR OWN DISCRETION AND RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM, LOSS OF DATA, OR ANY OTHER LOSS THAT RESULTS FROM DOWNLOADING OR USING ANY SUCH MATERIAL. CLEARLEAF DOES NOT WARRANT, ENDORSE, GUARANTEE, PROVIDE ANY CONDITIONS OR REPRESENTATIONS, OR ASSUME ANY RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY ANY THIRD PARTY THROUGH THE WEBSITE OR IN RESPECT TO ANY WEBSITE THAT CAN BE REACHED FROM A LINK ON THE WEBSITE OR FEATURED IN ANY BANNER OR OTHER ADVERTISING ON THE WEBSITE, AND CLEARLEAF SHALL NOT BE A PARTY TO ANY TRANSACTION THAT YOU MAY ENTER INTO WITH ANY SUCH THIRD PARTY.
9. LIMITATION OF LIABILITY
UNDER NO CIRCUMSTANCES SHALL CLEARLEAF BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR OTHER DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR OTHER DAMAGES THAT RESULT FROM (I) YOUR USE OF OR YOUR INABILITY TO USE, THIS WEBSITE OR ANY OF THE INFORMATION OR MATERIALS CONTAINED ON THIS WEBSITE, (II) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS, DATA, INFORMATION OR CLEARLEAF SERVICES, (III) ERRORS, MISTAKES, OR INACCURACIES IN THE MATERIALS ON THE WEBSITE, (IV) PERSONAL INJURY OR PROPERTY DAMAGE OF ANY KIND WHATSOEVER ARISING FROM OR RELATING TO YOUR USE OF THE WEBSITE, ANY BUGS, VIRUSES, TROJAN HORSES, OR ANY OTHER FILES OR DATA THAT MAY BE HARMFUL TO COMPUTER OR COMMUNICATION EQUIPMENT OR DATA THAT MAY HAVE BEEN TRANSMITTED TO OR THROUGH THE WEBSITE, OR (V) ANY ERRORS OR OMISSIONS IN ANY MATERIAL ON THE WEBSITE OR ANY OTHER LOSS OR DAMAGE OF ANY KIND ARISING FROM OR RELATING TO YOUR USE OF THE WEBSITE. THESE LIMITATIONS SHALL APPLY EVEN IF CLEARLEAF HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, CLEARLEAF'S LIABILITY TO YOU FOR ANY DAMAGES ARISING FROM OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL OF ANY AMOUNTS PAID BY YOU TO CLEARLEAF IN THE TWO MONTHS PRECEDING THE DATE THAT THE CLAIM WAS FIRST MADE AGAINST CLEARLEAF (IF ANY). THE FOREGOING LIMITATIONS SHALL APPLY TO THE FULLEST EXTENSION PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.
11. THIRD PARTY CONTENT
This Website may contain advertisements and/or links to other websites that are not owned or controlled by Clearleaf. Clearleaf is not responsible for the content of any linked websites. Any third-party websites or Clearleaf Services accessed from the Website are subject to the terms and conditions of those websites and or Clearleaf Services and You are responsible for determining those terms and conditions and complying with them. The presence on the website of a link to any non-Clearleaf websites does not imply that Clearleaf endorses or accepts any responsibility for the content or use of such websites, and You hereby release Clearleaf from all liability and/damages that may arise from Your use of such websites or receipt of Clearleaf Services from any such websites.
12.1 Enforcement of Terms and Conditions
12.4 Entire Agreement
You acknowledge and agree that the Platform and Clearleaf Services may be subject to export and import controls under the regulations of Canada, the United States and other countries, and you shall comply with all export and import control regulations of such countries. You shall not use the Platform or Clearleaf Services for any purposes prohibited by export laws, including, without limitation, nuclear, chemical or biological weapons proliferation. You shall be responsible for procuring all required permissions for any subsequent export, import or use of the Platform or Clearleaf Services.
12.6 Choice of Law
This Agreement and any action related thereto shall be governed by and construed in accordance with the laws of the Province of British Columbia and the federal laws of Canada applicable therein, without regard to conflicts of law principles. The Parties hereby irrevocably attorn to the exclusive personal jurisdiction and venue of the courts sitting in Vancouver, British Columbia.
12.7 English Language
It is the express wish of the parties that this Agreement and all related documents be drawn up in English. C'est la volonté expresse des parties que la présente convention ainsi que les documents qui s'y rattachent soient rédigés en anglais