CC Software LLC
Effective Date: 09/18/18
Last Updated Date: 01/06/2020
THIS WEBSITE IS DESIGNED AND INTENDED FOR USE BY STATE LICENSED AND AUTHORIZED USERS ONLY FOR FACILITATION OF BUSINESS-TO-BUSINESS TRANSACTIONS AND NOT FOR USE BY THE GENERAL PUBLIC.
- Services. CC provides a laboratory test order management system, data analytics and insights, and a reporting platform (known as, a “LIMS” and the services provided via the LIMS, the “Lab Services”), and online wholesale platform, order request, billing, invoice and manifest management system, (the services provided via such platform, the “Wholesale Services”, together the “Services”) that bring producers, manufacturers, distributors, wholesalers, dispensaries, retailers and other operators of legal medical and adult-use recreational cannabis products (“Customers”) together with laboratories that provide testing of such cannabis products (“Labs”) (Customers and Labs that create accounts on the Website are referred to collectively herein as “Registered Users”). The platform is not for use by retail customers.
- CC Only Provides a Venue
We do not have control over the quality, timing, legality, failure to provide, or any aspect whatsoever of the Cannabis Test Services provided by Labs or the purchase or sale of cannabis products recorded as part of the Wholesale Services, or of the integrity, responsibility, or any actions of any Users. CC makes no representations about the suitability, reliability, timeliness or accuracy in public, private or offline interactions. While we require Users to supply information that would make it difficult for a User to misrepresent themselves, and contractually require that Users not make false representations, we cannot confirm that each User is who they claim to be. CC does not assume any responsibility for the accuracy or reliability of any User Content provided through the Services though it does require Customer to represent and warrant that the information provided is truthful and appropriately substantiated, and that the Customer complies with all Applicable Laws. As set forth more fully in Section 7, CC does not claim ownership of Your Content (as defined below).
CC does not have any financial interest in the business of any Customers, Labs or other Registered Users, including but not limited to, any interest in the business such that the performance of any Registered Users’ business causes, or is capable of causing CC to directly benefit or suffer financially.
NEITHER CC NOR ITS AFFILIATES OR LICENSORS IS RESPONSIBLE FOR THE CONDUCT, WHETHER ONLINE OR OFFLINE, OF ANY USER OF THE SERVICES. CC AND ITS AFFILIATES AND LICENSORS WILL NOT BE LIABLE FOR ANY CLAIM, INJURY OR DAMAGE ARISING IN CONNECTION WITH YOUR INTERACTIONS WITH ANY OTHER USERS OF OUR PROPERTIES.
- Use of the Services and Our Properties. Our Properties and the information and content available on Our Properties are protected, without limitation, by copyright laws throughout the world. Subject to the Terms, CC grants you a limited license to reproduce portions of Our Properties for the sole purpose of using the Services for the business purposes specified in Section 1. Unless otherwise specified by CC in a separate license, your right to use any of Our Properties is subject to the Terms. You represent, warrant and covenant that: (i) you have obtained all consents, notices, licenses and permits necessary to access and use Our Properties, including any licenses required under the rules and laws any applicable state; (ii) your entrance into these Terms and performance hereunder does not violate any applicable laws, rules and regulations, or any third party agreement to which you are bound; (iii) you shall not use Our Properties, directly or indirectly, to enter into any transaction that violates any applicable laws, rules or regulations. You acknowledge and agree that your use of Our Properties may be subject to additional terms specific to the state(s) in which you conduct business, or which otherwise apply to your use of our Properties. Such additional terms are set forth at the end of these Terms. Users are solely responsible for their own compliance with applicable laws, rules and regulations, and CC does not provide any advice or guidance related thereto. You agree to reasonably cooperate and assist with any request made by CC and/or any governmental or quasi-governmental entities and/or agencies related to your compliance with applicable laws, rules and regulations, including but not limited to, providing any submissions to the any governmental or quasi-governmental entity and/or agency, business information, verifications, records and other documentation as may be reasonably requested by such entities related to your business. If you know or reasonably suspect that your company is being investigated or prosecuted by law enforcement, you agree to immediately notify CC.
- Updates. You understand that Our Properties are evolving. You acknowledge and agree that CC may update Our Properties with or without notifying you. You may need to update third-party software from time to time in order to use Our Properties.
- Certain Restrictions. The rights granted to you in the Terms are subject to the following restrictions: (a) you shall not license, sell, rent, lease, transfer, assign, reproduce, distribute, host or otherwise commercially exploit Our Properties or any portion of Our Properties, including the Website, (b) you shall not frame or utilize framing techniques to enclose any trademark, logo, or any other of Our Properties (including images, text, page layout or form) of CC; (c) you shall not use any metatags or other “hidden text” using CC’s name or trademarks; (d) you shall not modify, translate, adapt, merge, make derivative works of, disassemble, decompile, reverse compile or reverse engineer any part of Our Properties except to the extent the foregoing restrictions are expressly prohibited by applicable law; (e) you shall not use any manual or automated software, devices or other processes (including but not limited to spiders, robots, scrapers, crawlers, avatars, data mining tools or the like) to “scrape” or download data from any web pages contained in the Website (except that we grant the operators of public search engines revocable permission to use spiders to copy materials from the Website for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the materials, but not caches or archives of such materials); (f) you shall not access Our Properties in order to build a similar or competitive website or service; (g) except as expressly stated herein, no part of Our Properties may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means; and (h) you shall not remove or destroy any copyright notices or other proprietary markings contained on or in Our Properties. Any future release, update or other addition to Our Properties shall be subject to the Terms. CC, its suppliers and service providers reserve all rights not granted in the Terms. Any unauthorized use of Our Properties terminates the licenses granted by CC pursuant to the Terms.
- CC Only Provides a Venue
- Registering Your Account. In order to access the Services you will be required to become a Registered User. For purposes of the Terms, a “Registered User” is a User who has registered an account on the Website (“Account”).
- Registration Data. In registering for the Services, you agree to (1) provide true, accurate, current and complete information about yourself as prompted by the Services’ registration form (the “Registration Data”); and (2) maintain and promptly update the Registration Data to keep it true, accurate, current and complete. You represent that you are (1) at least twenty-one (21+) years old; (2) of legal age to form a binding contract; (3) an authorized representative of an operator complying with state regulations; and(4) not a person barred from using Our Properties under the laws of the United States, your place of residence or any other applicable jurisdiction. You are responsible for all activities that occur under your Account. You agree that you shall monitor your Account to restrict use by anyone under the age of twenty-one (21) years old, and you will accept full responsibility for any unauthorized use of Our Properties by such individuals. You may not share your Account or password with anyone, and you agree to (1) notify CC immediately of any unauthorized use of your password or any other breach of security; and (2) exit from your Account at the end of each session. If you provide any information that is untrue, inaccurate, not current or incomplete, or CC has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, CC has the right to suspend or terminate your Account and refuse any and all current or future use of Our Properties (or any portion thereof). You agree not to create an Account using a false identity or information, or on behalf of someone other than yourself. CC reserves the right to remove or reclaim any usernames at any time and for any reason, including but not limited to, claims by a third party that a username violates the third party’s rights. You agree not to create an Account or use Our Properties if you have been previously removed by CC, or if you have been previously banned from any of Our Properties.
- Your Account. Notwithstanding anything to the contrary herein, you acknowledge and agree that you shall have no ownership or other property interest in your Account, and you further acknowledge and agree that all rights in and to your Account are and shall forever be owned by and inure to the benefit of CC.
- Necessary Equipment and Software. You must provide all equipment and software necessary to connect to Our Properties. You are solely responsible for any fees, including Internet connection that you incur when accessing Our Properties.
- Payment. You agree to pay all fees or charges to your Account in accordance with the fees, charges and billing terms in effect at the time a fee or charge is due and payable. You must provide CC with a valid payment method which may be credit card or banking details (Visa, MasterCard, or any other issuer accepted by us) (“Payment Provider”), ACH or purchase order information as a condition to signing up for the Services. Your Payment Provider agreement governs your use of the designated credit card or bank account, and you must refer to that agreement and not the Terms to determine your rights and liabilities. By providing CC with your credit card number or banking details and associated payment information, you agree that CC is authorized to immediately invoice your Account for all fees and charges due and payable to CC hereunder and that no additional notice or consent is required. CC does not store credit card information. You agree to immediately notify CC of any change in your billing address or the credit card used for payment hereunder. CC reserves the right at any time to change its prices and billing methods, either immediately upon posting on Our Properties or by e-mail delivery to you. You agree to reimburse CC for any collections fees and expenses reasonably incurred by CC in collecting any unpaid amounts from you.
- Service Subscription Fees. You will be responsible for payment of the applicable fees for any Services that become due (each, a “Service Subscription Fee”) through your use of the Services. Your subscription will continue indefinitely until terminated in accordance with the Terms. After your initial subscription period, and against after any subsequent subscription period, your subscription will automatically commence on the first day following the end of such period and continue for an additional equivalent period, at CC’s then-current price for such subscription, unless you cancel your subscription at least fifteen (15) days prior to the renewal commencement date. Except as set forth in the Terms, all fees for the Services are non-refundable. A request or order for a Service through Our Properties does not create an obligation on CC to provide such Service until CC confirms that the Service will be provided.
- Taxes. CC’s fees are net of any applicable Sales Tax. If any Services, or payments for any Services, under the Terms are subject to Sales Tax in any jurisdiction and you have not remitted the applicable Sales Tax to CC, you will be responsible for the payment of such Sales Tax and any related penalties or interest to the relevant tax authority, and you will indemnify CC for any liability or expense we may incur in connection with such Sales Taxes. Upon our request, you will provide us with official receipts issued by the appropriate taxing authority, or other such evidence that you have paid all applicable taxes. For purposes of this section, “Sales Tax” shall mean any sales or use tax, and any other tax measured by sales proceeds, that CC is permitted to pass to its customers, that is the functional equivalent of a sales tax where the applicable taxing jurisdiction does not otherwise impose a sales or use tax.
- Credits. From time to time, we may offer Registered Users the ability to purchase content, goods and services by redeeming pre-paid credits and/or virtual currency (“Paid Credits”). Paid Credits do not expire. There are no dormancy or other fees applicable to Paid Credits. Paid Credits may only be redeemed toward the purchase of content, goods and services on Our Properties. CC may, in its sole discretion, permit Registered Users to redeem Paid Credits balances in cash (currency or check) for its cash value, at no cost to the users. Paid Credit balances are redeemable for cash (currency or check) for its cash value as required by applicable law. Paid Credits are not legal tender and cannot be reloaded, resold, transferred for value, redeemed for cash (except as described herein) or applied to any other account, except as required by applicable law. CC prohibits and does not recognize any purported transfers of Paid Credits outside of Our Properties, or the purported sale, lease, gift or trade in the “real world” of anything that appears or originates outside of Our Properties.
- Customer Conditions. If you are registered as a Customer, you agree to the following:
- When you place an order with a Lab through the Services, that order becomes a legally binding contract between you and the Lab when the sample has been received and accepted by the Lab;
- The Lab may require you to sign an additional contract with it as a condition to its acceptance of your order.
- Interactions with Other Users and Release.
- User Responsibility. You are solely responsible for your interactions with other Users and any other parties with whom you interact. (CC reserves the right, but has no obligation to intercede, in such disputes.) You agree that CC will not be responsible for any liability incurred as the result of such interactions. CC may provide Users with the ability to contact third parties to assist in dispute resolution or other purposes in connection with agreements between Users (“Third Party Agencies”). If you use our Services to contact any Third Party Agency, you acknowledge and agree that we may provide such Third Party Agency with your name and contact information.
- Release. CC expressly disclaims any liability that is either directly or indirectly related to or arises from your interactions with or conduct of other Users or third-party websites of any kind arising in connection with or as a result of the Terms or your use of Our Properties. The Services are only a venue for connecting Registered Users. Because CC is not involved in the actual contract between Registered Users or in the sale of the Cannabis Test Services, the sale of cannabis products, or the formation of contracts between Registered Users under Wholesale Services, or delivery of the Lab Test Results, in the event that you have a dispute with another User or with a third-party website, you release CC (and our officers, directors, agents, investors, subsidiaries, and employees) and CC’s successors from any and all claims, demands, losses, damages (actual or consequential), rights, and actions of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such disputes arising in connection with or as a result of the Terms or your use of Our Properties. If you are a California resident, you hereby waive California Civil Code Section 1542, which states, “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which, if known by him would have materially affected his settlement with the debtor.”
- Responsibility for Content.
- Types of Content. You acknowledge that all Content, including Our Properties, is the sole responsibility of the party from whom such Content originated. This means that (a) you, and not CC, are entirely responsible for all Content, including but not limited to Lab Test Results, that you upload, post, e-mail, transmit or otherwise make available (“Make Available”) through Our Properties (“Your Content”), and that (b) other Users of Our Properties, and not CC, are similarly responsible for all Content they Make Available through Our Properties (“User Content”). Without limiting the foregoing, you acknowledge and agree that all Lab Test Results are the responsibility of the Labs that generated such results, and that CC is not responsible for and shall not be liable in any way, for or with respect to, such Lab Test Results.
- Lab Test Results. Each Lab will post Lab Test Results for Cannabis Test Services ordered by a Customer which will be made available for viewing on the Website solely by such Customer. All of your Lab Test Results will be available for you to download from the Website at any time.
- Publication of Lab Test Results by Customer. Each Customer has the option on the Website for each Cannabis Test Service ordered to share the associated Lab Test Results publicly (“Share”) through Our Properties. In the event that a Customer Shares Lab Test Results, CC will host such Lab Test Results and the Customer can provide a link to such Lab Test Results, for example, in order to provide such Lab Test Results to other Users.
- Disclosure of Customer Information. Users may use our Services to generate order requests, invoices and manifests that they can use in connection with transaction(s) outside of our Services. If a User uses our Service to generate an order request, we may disclose that order request to the other User on an anonymous basis. If the other User acknowledges that order request, we will Make Available the name and contact information of each User to the potential order (including any updates provided by such Users) so that those Users may connect with one another for the purpose of entering into their own contract outside of the Services. We may also share User information to third party service providers in connection with, or during negotiation of, any agreement with such service providers to perform services on behalf of CC or through our platform. We do not own or control, nor do we attempt to verify or validate the name and contact information Made Available by any User.
- Use of Anonymous Data by CC. If you are registered as a Customer, you acknowledge and agree that CC may use and disclose Anonymous Data from usage of the Services or extracted from Lab Test Results that are provided by a Lab to you for any purpose. “Anonymous Data” means any data from usage of the Services or from such Lab Test Results that are not directly associated with or linked to Customer’s name, address, email, website or other information that identifies the Customer, including data that has been aggregated with similar Anonymous Data from Lab Test Results provided to other Users of the Service. Customers may opt-out of CC’s disclosure of Anonymous Data based on their Lab Test Results to other Users of the Service, by following the instructions in the “Settings” tab of their Account.
- User Recommendations. CC may offer recommendations for certain products and services featured on the Website that may be of interest to you, based on information provided by the state-administered cannabis tracking system you have connected to the Website and your use of the Website, such as your search history and browsing patterns. You may opt-out of receiving these recommendations as well by following the instructions in the “Settings” tab of your Account. Please note that if you turn off, or do not opt-into, this feature, CC may still utilize Anonymous Data in accordance with Section 6.5.
- No Obligation to Pre-Screen Content. You acknowledge that CC has no obligation to pre-screen Content (including, but not limited to, Your Content and User Content), although CC reserves the right in its sole discretion to pre-screen, refuse or remove any Content. By entering into the Terms, you hereby provide your irrevocable consent to such monitoring. You acknowledge and agree that you have no expectation of privacy concerning the transmission of Your Content, including without limitation chat, text, or voice communications. In the event that CC pre-screens, refuses or removes any Content, you acknowledge that CC will do so for CC’s benefit, not yours. Without limiting the foregoing, CC shall have the right to remove any Content that violates the Terms or is otherwise objectionable.
- Storage. CC will use reasonable commercial efforts to store and prevent loss of Your Content that you Make Available on Our Properties. Unless expressly agreed to by CC in writing elsewhere, CC has no obligation to store any of Your Content and is not responsible for any loss of Your Content. CC has no responsibility or liability for the deletion or accuracy of any Content, including Your Content; the failure to store, transmit or receive transmission of Content; or the security, privacy, storage, or transmission of other communications originating with or involving use of Our Properties. Certain Services may enable you to specify the level at which such Services restrict access to Your Content. You are solely responsible for applying the appropriate level of access to Your Content. If you do not choose, the system may default to its most permissive setting. You agree that CC retains the right to create reasonable limits on CC’s use and storage of the Content, including Your Content, such as limits on file size, storage space, processing capacity, and similar limits described in the web pages accompanying the Services and as otherwise determined by CC in its sole discretion.
- Our Properties. Except with respect to Your Content and User Content, you agree that CC and its suppliers own all rights, title and interest in Our Properties. You will not remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying Our Properties without prior written consent.
- Trademarks. “Confident Cannabis” and other related graphics, logos, service marks and trade names used on or in connection with Our Properties are the trademarks of CC and may not be used without prior written consent in connection with any third-party products or services. Other trademarks, service marks and trade names that may appear on or in Our Properties are the property of their respective owners.
- Other Content. Except with respect to Your Content, you agree that you have no right or title in or to any Content that appears on or in Our Properties.
- Your Content. CC does not claim ownership of Your Content. However, when you as a User post or publish Your Content on or in Our Properties, you represent that you own and/or have a royalty-free, perpetual, irrevocable, worldwide, non-exclusive right (including any moral rights) and license to use, license, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, derive revenue or other remuneration from, and communicate to the public, perform and display Your Content (in whole or in part) worldwide and/or to incorporate it in other works in any form, media or technology now known or later developed, for the full term of any worldwide intellectual property right that may exist in Your Content. You further represent and warrant that Your Content is complete, accurate, current truthful, and appropriately substantiated and that you shall keep such content complete, accurate, current and truthful.
- License to Your Content. You grant CC a fully paid, royalty-free, perpetual, irrevocable, worldwide, non-exclusive and fully sublicensable right (including any moral rights) and license to use, license, distribute, reproduce, modify, adapt, publicly perform, and publicly display, any of Your Content (in whole or in part) which you Make Available on your Profile, in any other area of Our Properties that is accessible to other Users of Our Properties, or as set forth in Section 6.3. You also grant CC a fully paid, royalty-free, perpetual, irrevocable, worldwide, non-exclusive right and license to use, license, and distribute any Other Content you Make Available on our Site solely for the purposes of providing the Services to You. You warrant that the holder of any worldwide intellectual property right, including moral rights, in Your Content, has completely and effectively waived all such rights and validly and irrevocably granted to you the right to grant the licenses stated above. You agree that you, not CC, are responsible for all of Your Content that you Make Available on or in Our Properties.
- Username. Notwithstanding anything contained herein to the contrary, by submitting Your Content to any forums, comments or any other area on Our Properties, you hereby expressly permit CC to identify you by your username (which may be a pseudonym) as the contributor of Your Content in any publication in any form, media or technology now known or later developed in connection with Your Content.
- Feedback. You agree that submission of any ideas, suggestions, documents, and/or proposals to CC through its suggestion, feedback, wiki, forum or similar pages (“Feedback”) is at your own risk and that CC has no obligations (including without limitation obligations of confidentiality) with respect to such Feedback. You represent and warrant that you have all rights necessary to submit the Feedback. You hereby grant to CC a fully paid, royalty-free, perpetual, irrevocable, worldwide, non-exclusive, and fully sublicensable right and license to use, reproduce, perform, display, distribute, adapt, modify, re-format, create derivative works of, and otherwise commercially or non-commercially exploit in any manner, any and all Feedback, and to sublicense the foregoing rights, in connection with the operation and maintenance of Our Properties.
- Reviews and Evaluations. The Services may in the future host User generated Content that is related to reviews or evaluations of certain Users. Such reviews are opinions and are not the opinion of CC, have not been verified by CC, and each User should undertake his or her own research to be satisfied concerning any specific User. You agree that CC is not liable for any User generated Content.
- User Conduct. While using or accessing Our Properties you agree that you will not, under any circumstances:
- Breach or circumvent any laws, third party rights or our systems, policies, or determinations of your Account status;
- Interfere with or damage Our Properties, including, without limitation, through the use of viruses, cancel bots, Trojan horses, harmful code, flood pings, denial-of-service attacks, packet or IP spoofing, forged routing or electronic mail address information, or similar methods or technology;
- Fail to pay for testing services purchased by you, unless the Laboratory has given express authorization for such failure of payment, the Laboratory has materially changed the testing services’ description after your bid, a clear typographical error is made, or you cannot contact the Laboratory;
- Fail to deliver testing services sold by you, unless the Customer fails to follow the posted terms, or you cannot contact the Customer
- Manipulate the price of any testing services or interfere with other Users’ listings;
- Post false, inaccurate, misleading, defamatory or libelous content;
- Take any action that may undermine our feedback or ratings systems;
- Transfer your Account and username to another party without our consent;
- Bypass our robot exclusion headers, interfere with the working of Our Properties, or impose an unreasonable or disproportionately large load on our infrastructure;
- Upload, post, e-mail, transmit or otherwise make available any unsolicited or unauthorized advertising, promotional materials, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” or any other form of solicitation;
- Use Our Properties to collect, harvest, transmit, distribute, post or submit any information concerning any other person, thing or entity, including without limitation, photographs of others without their permission, personal contact information or credit, debit, calling card or account numbers, or Content provided by or concerning other Users;
- Make Available any Content that (i) is unlawful, tortious, defamatory, vulgar, obscene, libelous, or racially, ethnically or otherwise objectionable; (ii) violates, or encourages any conduct that would violate, any applicable law or regulation or would give rise to civil liability; (iii) promotes discrimination, bigotry, racism, hatred, harassment or harm against any individual or group; (iv) is violent or threatening, or promotes violence or actions that are threatening to any other person; (v) promotes illegal or harmful activities; (vi) is, or contains statements which are, deceptive, false or misleading; (vii) is intended for, encourages or depicts use by individuals under the age of 21; (viii) displays the consumption of cannabis or any controlled substances; (ix) makes any claims that cannabis has curative or therapeutic effects; (x) encourages excessive or rapid use of cannabis or any controlled substance; (xi) encourages use based on the intoxicating effects of cannabis or any controlled substance; or (x) otherwise violates any law or regulation governing the marketing of cannabis products in the jurisdictions in which you operate;
- Upload, post, e-mail, transmit or otherwise make available any content that infringes upon any intellectual property rights (including but not limited to the rights included in a patent, copyright, trademark or trade secret).
- No Solicitation. The Services may not be used to solicit for any other business, website or services. You may not solicit, advertise for, or contact in any form Users for employment, contracting, or any other purpose not related to the Services facilitated through Our Properties. You may not use the Services to collect usernames and/or email addresses of Users by electronic or other means without the express prior written consent of CC.
- Investigations. CC may, but is not obligated to, monitor or review Our Properties and Content at any time. Without limiting the foregoing, CC shall have the right, in its sole discretion, to remove any of Your Content for any reason (or no reason), including if such Content violates the Terms or any applicable law. Although CC does not generally monitor User activity occurring in connection with Our Properties or Content, if CC becomes aware of any possible violations by you of any provision of the Terms, CC reserves the right to investigate such violations, and CC may, at its sole discretion, immediately terminate your license to use Our Properties, or change, alter or remove Your Content, in whole or in part, without prior notice to you.
- Third-Party Websites & Ads. Our Properties may contain links to third-party websites (“Third-Party Websites”) and advertisements for third parties (collectively, “Third-Party Websites & Ads”). When you click on a link to a Third-Party Website or Ad, we will not warn you that you have left Our Properties and are subject to the terms and conditions (including privacy policies) of another website or destination. Such Third-Party Websites are not under the control of CC. CC is not responsible for any Third-Party Websites & Ads. CC provides these Third-Party Websites & Ads only as a convenience and does not review, approve, monitor, endorse, warrant, or make any representations with respect to Third-Party Websites & Ads, or their products or services. You use all links in Third-Party Websites & Ads at your own risk. When you leave our Website, our Terms and policies no longer govern. You should review applicable terms and policies, including privacy and data gathering practices, of any Third-Party Websites, and should make whatever investigation you feel necessary or appropriate before proceeding with any transaction with any third party. CC reserves the right to display Third-Party Websites & Ads before, after, or in conjunction with the User Content posted on the Services, and you acknowledge and agree that CC has no obligation to you in connection therewith (including, without limitation, any obligation to share revenue received by CC as a result of such advertising).
- Indemnification. You agree to indemnify and hold CC, its parents, subsidiaries, affiliates, officers, employees, agents, partners and licensors (collectively, “CC Parties”) harmless from any losses, costs, liabilities and expenses (including reasonable attorneys’ fees) relating to or arising out of: (a) Your Content; (b) your use of, or inability to use, Our Properties; (c) your breach or violation of the Terms; (d) your violation of any rights of another party, including any Users; (e) your interactions with other Users of Our Properties, including but not limited to the purchase or sale of Cannabis Test Services; (f) your violation of any applicable laws, rules or regulations; and (g) any of your products or services, including the sale, production and use of such products and services, as well as any Content that you Make Available on Our Properties related to your products and services. You agree that the provisions in this section will survive any termination of your Account, the Terms or your access to Our Properties.
- Disclaimer of Warranties.
- As Is. YOU EXPRESSLY UNDERSTAND AND AGREE THAT TO THE EXTENT PERMITTED BY APPLICABLE LAW, YOUR USE OF OUR PROPERTIES IS AT YOUR SOLE RISK, AND OUR PROPERTIES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITH ALL FAULTS. CC PARTIES EXPRESSLY DISCLAIM ALL WARRANTIES, REPRESENTATIONS, AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
- CC PARTIES MAKE NO WARRANTY, REPRESENTATION OR CONDITION THAT: (1) OUR PROPERTIES WILL MEET YOUR REQUIREMENTS; (2) YOUR USE OF OUR PROPERTIES WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; (3) THE RESULTS THAT MAY BE OBTAINED FROM USE OF OUR PROPERTIES WILL BE ACCURATE OR RELIABLE; OR (4) ANY ERRORS IN OUR PROPERTIES WILL BE CORRECTED.
- ANY CONTENT DOWNLOADED FROM OR OTHERWISE ACCESSED THROUGH OUR PROPERTIES IS ACCESSED AT YOUR OWN RISK, AND YOU SHALL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY OR PERSON, INCLUDING, BUT NOT LIMITED TO, YOUR COMPUTER SYSTEM AND ANY DEVICE YOU USE TO ACCESS OUR PROPERTIES, OR ANY OTHER LOSS THAT RESULTS FROM ACCESSING SUCH CONTENT.
- From time to time, CC may offer new “beta” features or tools with which its users may experiment. Such features or tools are offered solely for experimental purposes and without any warranty of any kind, and may be modified or discontinued at CC’s sole discretion. The provisions of this section apply with full force to such features or tools.
- No Liability for Conduct or Content of Third Parties. YOU ACKNOWLEDGE AND AGREE THAT CC PARTIES ARE NOT LIABLE, AND YOU AGREE NOT TO SEEK TO HOLD CC PARTIES LIABLE, FOR THE CONDUCT OR CONTENT OF OTHER REGISTERED USERS OR ANY THIRD PARTIES, INCLUDING OPERATORS OF EXTERNAL SITES, AND THAT THE RISK OF INJURY FROM SUCH USERS OR THIRD PARTIES RESTS ENTIRELY WITH YOU.
- CC makes no warranty that the Cannabis Test Services provided by Labs pursuant to orders placed by Customers through Our Properties will meet your requirements or be available on an uninterrupted, secure, or error-free basis. CC makes no warranty regarding the quality of any such Cannabis Test Services, or the accuracy, timeliness, truthfulness, completeness or reliability of any User Content Made Available through Our Properties.
- CC makes no warranty or guarantee that your use of any Services will result in any future business and placement of orders by any third party or other user.
- CC is not involved in the actual transaction between Customers and Labs, or among Customers. While we may help facilitate the resolution of disputes through various programs, we have no control over and do not guarantee the quality, safety or legality of the Cannabis Test Services or the cannabis products procured, purchased, or sold through Our Properties, the truth or accuracy of User Content, the ability of Labs to provide the Cannabis Test Services they offer through our Properties, the ability of Customers to provide the cannabis products they offer through our Properties, or the ability of Customers to pay for the Cannabis Test Services or cannabis products they order through Our Properties.
- No Liability for Conduct of Other Users. YOU ARE SOLELY RESPONSIBLE FOR ALL OF YOUR COMMUNICATIONS AND INTERACTIONS WITH OTHER USERS OF OUR PROPERTIES. YOU UNDERSTAND THAT CC DOES NOT MAKE ANY ATTEMPT TO VERIFY THE STATEMENTS OF USERS OF OUR PROPERTIES. CC MAKES NO REPRESENTATIONS OR WARRANTIES AS TO THE CONDUCT OF USERS OF OUR PROPERTIES. YOU AGREE TO TAKE REASONABLE PRECAUTIONS IN ALL COMMUNICATIONS AND INTERACTIONS WITH OTHER USERS OF OUR PROPERTIES.
- No Liability for Compliance Functionalities. Please note that the Wholesale Service is not intended to, and does not, replace your inventory management system, or any traceability system, as may be required by applicable laws, rules and regulations. Although CC will use commercially reasonable efforts to designed to ensure that the compliance procedures and other information made available via Our Properties are accurate and in accordance with applicable state laws , CC does provide legal, regulatory or compliance advice. You hereby release CC of and waive any and any claims, damages, losses and liabilities against CC for any errors or omissions related to such compliance functionality.
- As Is. YOU EXPRESSLY UNDERSTAND AND AGREE THAT TO THE EXTENT PERMITTED BY APPLICABLE LAW, YOUR USE OF OUR PROPERTIES IS AT YOUR SOLE RISK, AND OUR PROPERTIES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITH ALL FAULTS. CC PARTIES EXPRESSLY DISCLAIM ALL WARRANTIES, REPRESENTATIONS, AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
- Limitation of Liability.
- Disclaimer of Certain Damages. YOU UNDERSTAND AND AGREE THAT IN NO EVENT SHALL CC PARTIES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH OUR PROPERTIES, OR FOR ANY DAMAGES RESULTING FROM LOSS OF USE, DATA, OR PROFITS, WHETHER OR NOT CC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY DAMAGES FOR PERSONAL OR BODILY INJURY OR EMOTIONAL DISTRESS ARISING OUT OF OR IN CONNECTION WITH THE TERMS, OR FROM ANY COMMUNICATIONS, INTERACTIONS OR MEETINGS WITH OTHER USERS OF OUR PROPERTIES, INCLUDING CANNABIS TEST SERVICES ORDERED THROUGH OUR PROPERTIES, ON ANY THEORY OF LIABILITY, RESULTING FROM: (1) THE USE OR INABILITY TO USE OUR PROPERTIES; (2) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED FOR TRANSACTIONS ENTERED INTO THROUGH OUR PROPERTIES; (3) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (4) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON OUR PROPERTIES; OR (5) ANY OTHER MATTER RELATED TO OUR PROPERTIES, WHETHER BASED ON WARRANTY, COPYRIGHT, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY.
- Cap on Liability. UNDER NO CIRCUMSTANCES WILL CC PARTIES BE LIABLE TO YOU FOR MORE THAN THE AMOUNT RECEIVED BY CC AS A RESULT OF YOUR USE OF OUR PROPERTIES. IF YOU HAVE NOT PAID CC ANY AMOUNTS, CC’S SOLE AND EXCLUSIVE LIABILITY SHALL BE LIMITED TO ONE HUNDRED DOLLARS ($100).
- Exclusion of Damages. CERTAIN JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS.
- User Content. CC PARTIES ASSUME NO RESPONSIBILITY FOR THE TIMELINESS, DELETION, MIS-DELIVERY OR FAILURE TO STORE ANY CONTENT (INCLUDING, BUT NOT LIMITED TO, YOUR CONTENT AND USER CONTENT), USER COMMUNICATIONS OR PERSONALIZATION SETTINGS.
- Basis of the Bargain. THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN CC AND YOU.
- Termination and Suspension. CC may terminate or suspend your right to use Our Properties at any time for any or no reason by providing you with written or email notice of such termination, and termination will be effective immediately upon delivery of such notice. We may cancel unconfirmed Accounts or Accounts that have been inactive for a long time, or modify or discontinue our Services. Without limitation, CC may terminate or suspend your right to use Our Properties if you breach any provision of the Terms or any policy of CC posted through Our Properties from time to time; if CC otherwise finds that you have engaged in inappropriate and/or offensive behavior; if CC believes you are creating problems or possible legal liabilities; if CC believes such action will improve the security of our community or reduce another User’s exposure to financial liabilities; if CC believes you are infringing the rights of third parties; if CC believes you are acting inconsistently with the spirit of these Terms; if despite our reasonable endeavors, CC is unable to verify or authenticate any information you provide; or if you fail to pay all fees due for our Services by the payment due date. In addition to terminating or suspending your Account, CC reserves the right to take appropriate legal action, including without limitation pursuing civil, criminal, and injunctive redress. Even after your right to use the Services is terminated or suspended, these Terms will remain enforceable against you.
- Violations. If CC becomes aware of any possible violations by you of the Terms, CC reserves the right to investigate such violations. CC will comply with all applicable laws and any instructions from applicable legal authorities. CC is entitled, except to the extent prohibited by applicable law, to disclose any information or materials on or in Our Properties, including Your Content, in CC’s possession in connection with your use of Our Properties, to (1) comply with applicable laws, legal process or governmental request; (2) enforce the Terms, (3) respond to any claims that Your Content violates the rights of third parties, (4) respond to your requests for customer service, or (5) protect the rights, property or personal safety of CC, its Users or the public, and all enforcement or other government officials, as CC in its sole discretion believes to be necessary or appropriate.
- No Subsequent Registration. If your registration(s) with or ability to access Our Properties is discontinued by CC due to your violation of any portion of the Terms, then you agree that you shall not attempt to re-register with or access Our Properties through use of a different member name or otherwise, and you acknowledge that you will not be entitled to receive a refund for fees, if any, related to those of Our Properties to which your access has been terminated. In the event that you violate the immediately preceding sentence, CC reserves the right, in its sole discretion, to immediately take any or all of the actions set forth herein without any notice or warning to you.
- General Provisions.
- Electronic Communications. The communications between you and CC use electronic means, whether you visit Our Properties or send CC e-mails or SMS notifications, or whether CC posts notices on Our Properties or communicates with you via e-mail or SMS notifications. For contractual purposes, you (1) consent to receive communications from CC in an electronic form; and (2) agree that all terms and conditions, agreements, notices, disclosures, and other communications that CC provides to you electronically satisfy any legal requirement that such communications would satisfy if it were to be in writing. The foregoing does not affect your statutory rights.
- Assignment. The Terms, and your rights and obligations hereunder, may not be assigned, subcontracted, delegated or otherwise transferred by you, except to a successor entity in the case of a merger or other corporate reorganization in which you are not the surviving entity, without CC’s prior written consent, and any such attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void. CC may freely assign, subcontract, delegate and transfer these Terms, in whole or in part.
- Force Majeure. CC shall not be liable for any delay or failure to perform resulting from causes outside its reasonable control, including, but not limited to, acts of God, war, terrorism, riots, embargos, acts of civil or military authorities, fire, floods, accidents, strikes or shortages of transportation facilities, fuel, energy, labor or materials.
- Questions, Complaints, Claims. If you have any questions, complaints or claims with respect to Our Properties, please contact us at: email@example.com. We will do our best to address your concerns. If you feel that your concerns have been addressed incompletely, we invite you to let us know for further investigation.
- Limitations Period. YOU AND CC AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE TERMS, OUR PROPERTIES OR THE CONTENT MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.
- Dispute Resolution.
- Applicability of Arbitration Agreement. All claims and disputes (excluding claims for injunctive or other equitable relief as set forth below) in connection with the Terms or the use of any product or service provided by CC that cannot be resolved informally or in small claims court shall be resolved by binding arbitration on an individual basis under the terms of this Arbitration Agreement. Unless otherwise agreed, all arbitration proceedings will be held in English. This Arbitration Agreement applies to you and CC, and to any subsidiaries, affiliates, agents, employees, predecessors in interest, successors, and assigns, as well as all authorized or unauthorized users or beneficiaries of services or goods provided under the Terms.
- Notice Requirement and Informal Dispute Resolution. Before either party may seek arbitration, the party must first send to the other party a written Notice of Dispute (“Notice”) describing the nature and basis of the claim or dispute, and the requested relief. A Notice to CC should be sent to: PO Box 61258, Palo Alto, CA 94306 and firstname.lastname@example.org. After the Notice is received, you and CC may attempt to resolve the claim or dispute informally. If you and CC do not resolve the claim or dispute within thirty (30) days after the Notice is received, either party may begin an arbitration proceeding. The amount of any settlement offer made by any party may not be disclosed to the arbitrator until after the arbitrator has determined the amount of the award, if any, to which either party is entitled.
- Arbitration Rules. Arbitration shall be initiated through the American Arbitration Association (“AAA”), an established alternative dispute resolution provider (“ADR Provider”) that offers arbitration as set forth in this section. If AAA is not available to arbitrate, the parties shall agree to select an alternative ADR Provider. The rules of the ADR Provider shall govern all aspects of the arbitration, including but not limited to the method of initiating and/or demanding arbitration, except to the extent such rules are in conflict with the Terms. The AAA Consumer Arbitration Rules governing the arbitration are available online at www.adr.org or by calling the AAA at 1-800-778-7879. The arbitration shall be conducted by a single, neutral arbitrator. Any claims or disputes where the total amount of the award sought is less than Ten Thousand U.S. Dollars (US $10,000.00) may be resolved through binding non-appearance-based arbitration, at the option of the party seeking relief. For claims or disputes where the total amount of the award sought is Ten Thousand U.S. Dollars (US $10,000.00) or more, the right to a hearing will be determined by the Arbitration Rules. Any hearing will be held in a location within 100 miles of your residence, unless you reside outside of the United States, and unless the parties agree otherwise. If you reside outside of the U.S., the arbitrator shall give the parties reasonable notice of the date, time and place of any oral hearings. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. If the arbitrator grants you an award that is greater than the last settlement offer that CC made to you prior to the initiation of arbitration, CC will pay you the greater of the award or $1,000 Each party shall bear its own costs (including attorney’s fees) and disbursements arising out of the arbitration and shall pay an equal share of the fees and costs of the ADR Provider.
- Additional Rules for Non-Appearance Based Arbitration. If non-appearance based arbitration is elected, the arbitration shall be conducted by telephone, online and/or based solely on written submissions; the specific manner shall be chosen by the party initiating the arbitration. The arbitration shall not involve any personal appearance by the parties or witnesses unless otherwise agreed by the parties.
- Time Limits. If you or CC pursue arbitration, the arbitration action must be initiated and/or demanded within the statute of limitations (i.e., the legal deadline for filing a claim) and within any deadline imposed under the AAA Rules for the pertinent claim.
- Authority of Arbitrator. If arbitration is initiated, the arbitrator will decide the rights and liabilities, if any, of you and CC, and the dispute will not be consolidated with any other matters or joined with any other cases or parties. The arbitrator shall have the authority to grant motions dispositive of all or part of any claim. The arbitrator shall have the authority to award monetary damages, and to grant any non-monetary remedy or relief available to an individual under applicable law, the AAA Rules, and the Terms. The arbitrator shall issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The arbitrator has the same authority to award relief on an individual basis that a judge in a court of law would have. The award of the arbitrator is final and binding upon you and CC.
- Waiver of Jury Trial. THE PARTIES HEREBY WAIVE THEIR CONSTITUTIONAL AND STATUTORY RIGHTS TO GO TO COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY, instead electing that all claims and disputes shall be resolved by arbitration under this Arbitration Agreement. Arbitration procedures are typically more limited, more efficient and less costly than rules applicable in a court and are subject to very limited review by a court. In the event any litigation should arise between you and CC in any state or federal court in a suit to vacate or enforce an arbitration award or otherwise, YOU AND CC WAIVE ALL RIGHTS TO A JURY TRIAL, instead electing that the dispute be resolved by a judge.
- Waiver of Class or Consolidated Actions. ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED OR LITIGATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS BASIS, AND CLAIMS OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR LITIGATED JOINTLY OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER.
- Confidentiality. All aspects of the arbitration proceeding, including but not limited to the award of the arbitrator and compliance therewith, shall be strictly confidential. The parties agree to maintain confidentiality unless otherwise required by law. This paragraph shall not prevent a party from submitting to a court of law any information necessary to enforce this Agreement, to enforce an arbitration award, or to seek injunctive or equitable relief.
- Severability. If any part or parts of this Arbitration Agreement are found under the law to be invalid or unenforceable by a court of competent jurisdiction, then such specific part or parts shall be of no force and effect and shall be severed and the remainder of the Agreement shall continue in full force and effect.
- Right to Waive. Any or all of the rights and limitations set forth in this Arbitration Agreement may be waived by the party against whom the claim is asserted. Such waiver shall not waive or affect any other portion of this Arbitration Agreement.
- Survival of Agreement. This Arbitration Agreement will survive the termination of your relationship with CC.
- Small Claims Court. Notwithstanding the foregoing, either you or CC may bring an individual action in small claims court.
- Emergency Equitable Relief. Notwithstanding the foregoing, either party may seek emergency equitable relief before a state or federal court in order to maintain the status quo pending arbitration. A request for interim measures shall not be deemed a waiver of any other rights or obligations under this Arbitration Agreement.
- Claims Not Subject to Arbitration. Notwithstanding the foregoing, claims of defamation, violation of the Computer Fraud and Abuse Act, and infringement or misappropriation of the other party’s patent, copyright, trademark or trade secrets shall not be subject to this Arbitration Agreement.
- Courts. In any circumstances where the foregoing Arbitration Agreement permits the parties to litigate in court, the parties hereby agree to submit to the personal jurisdiction of the courts located within Santa Clara County, California, for such purpose.
- Governing Law. The Terms and any action related thereto will be governed and interpreted by and under the laws of the State of California, consistent with the Federal Arbitration Act, without giving effect to any principles that provide for the application of the law of another jurisdiction.
- Notice. Where CC requires that you provide an e-mail address, you are responsible for providing CC with your most current e-mail address. In the event that the last e-mail address you provided to CC is not valid, or for any reason is not capable of delivering to you any notices required/ permitted by the Terms, CC’s dispatch of the e-mail containing such notice will nonetheless constitute effective notice. You may give notice to CC at the following address: PO Box 61258, Palo Alto, CA 94306. Such notice shall be deemed given when received by CC by letter delivered by nationally recognized overnight delivery service or first class postage prepaid mail at the above address.
- Waiver. Any waiver or failure to enforce any provision of the Terms on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.
- Severability. If any provision of the Terms is, for any reason, held to be invalid or unenforceable, the other provisions of the Terms will remain enforceable, and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law.
- Export Control. You may not use, export, import, or transfer Our Properties except as authorized by U.S. law, the laws of the jurisdiction in which you obtained Our Properties, and any other applicable laws. In particular, but without limitation, Our Properties may not be exported or re-exported (a) into any United States embargoed countries, or (b) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce’s Denied Person’s List or Entity List. By using Our Properties, you represent and warrant that (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties. You also will not use Our Properties for any purpose prohibited by U.S. law, including the development, design, manufacture or production of missiles, nuclear, chemical or biological weapons. You acknowledge and agree that products, services or technology provided by CC are subject to the export control laws and regulations of the United States. You shall comply with these laws and regulations and shall not, without prior U.S. government authorization, export, re-export, or transfer CC products, services or technology, either directly or indirectly, to any country in violation of such laws and regulations.
- Consumer Complaints. In accordance with California Civil Code §1789.3, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by contacting them in writing at 400 R Street, Sacramento, CA 95814, or by telephone at (800) 952-5210.
- Entire Agreement. The Terms are the final, complete and exclusive agreement of the parties with respect to the subject matter hereof and supersedes and merges all prior discussions between the parties with respect to such subject matter.
- State by State Requirements. Additional terms which apply to Users operating under the regulations of a specific State or Country or other jurisdiction are listed below.
- Oregon. Users operating in Oregon are required to be compliant with the regulations specified by the OLCC.
End of Terms