HomeMy WebLinkAboutA7221 - CANNAREGS LTD - ONLINE MARIJUANA RULES AND REGULATIONS SUBSCRIPTION Canna-Ke
CannaRegs, Ltd.
1776 Race St. #109 1 Denver,.CO 80206
860.944.00141 info @cannaregs.com"
www.CannaRegs.com
Attn:Veronica Goedhart, Paralegal
Office of City Attorney
City of Palm Springs
3200 E.Tahquitz Canyon Way
Palm Springs, CA 92262
(760) 323-82391 Veronica.Goedhart@palmsprings-ca.gov
General Information:
Thank you for your interest-in a CannaRegs subscription. CannaRegs is an
online database that provides enhanced access to marijuana rules and
regulations. CannaRegs aggregates and.organizes laws from states, counties;
and municipalities. By organizing the laws into distinct categories and sorting
them by license type, subscribers can find the information they need in a few
easy clicks! Features of CannaRegs include:
• Searchable Cannabis Rules and Regulations: The law on CannaRegs
is searchable using three unique search functions—browse, smart search,
and search laws. These-search features were created by attorneys to .
address the difficulties encountered using conventional legal research
tools. What previously took hours of research has been reduced to
minutes.
• No longer do you have to compile binders full of ordinances:
CannaRegs' technology and team of attorneys are constantly monitoring
the law keeping the database up to date. As new regulations and
ordinances are adopted CannaRegs is the reliable source for a current -
amalgamated version of the law.
• Rule-making Event Calendar: CannaRegs provides a consolidated
schedule of rule and policy-making events happening around the U.S. In
March 2018 alone, CannaRegs covered more than 291 municipal, county,
and state-sanctioned meetings specific to marijuana.
• Access to Official Publications: Where most databases provide access
to the law, CannaRegs goes beyond by providing quick access to any
official publications including forms, official guidance documents, industry
bulletins, position statements, product recalls, etc.
l
canna-Ke" '
CannaRegs, Ltd.
1776 Race St. #109 1 Denver, CO 80206
860.944.0014 1 info can naregs.com
www.CannaRegs.com
• CannaRegs Resource Tools: CannaRegs.provides additional resource
documents to help navigate the intricacies of cannabis rule making.
• Jurisdiction Quick View: Seethe status of what license types are
allowed or prohibited in all 539 California Cities and Counties in real time.
CannaRegs staff is constantly monitoring for new laws and in doing so is
able to keep this tool up to date in real time a$ cities are allowing and
banning new license types on a.daily basis. Through special filters-you
can quickly see every city that allows a specific license type, ex. Testing
facilities. This tool is currently in beta and is scheduled for broad release in:
the coming weeks.
Sole Source:
CannaRegs is currently the only company that comprehensively aggregates,
state, county, and municipal cannabis laws, regulations, and official government
publications around the county. CannaRegs has sold subscriptions to multiple
local government through direct purchase orders because it is a sole source for
this information.
1 Year Contract Price for City of Palms Springs: Up to 5 users-$9750.00 =
Contract Terms:
The terms for this contract are those of the CannaRegs "Master Subscription
Agreement" https://cannaregs.com/master-subscription-agreement
with the following modifications for the City of Palm Springs:
• As required by the master.subscription agreement, CannaRegs hereby gives the .
City of Palm Springs, a government entity, express written consent to access the
CannaRegs Database with a subscription.
• Section 3.4 of the Subscription Agreement is hereby amended to expressly allow
for the City of Palm Springs to distribute CannaRegs content to its City Council
and any other staff members who need access to CannaRegs materials to assist
in drafting laws or who need access to CannaRegs materials for educational
purposes.
• CannaRegs hereby waives Section 6 of the master service agreement to allow for
the public record.
ann r
xe
CannaRegs,_Ltd.
1776 Race St. #1091 Denver, CO 80206
860.944.00141 info@cannaregs.com-.
www.CannaRegs.com
�. Covenant Aeainst Discrimination: -
In connection with its performance under this Agreement, Contractor shall .not
discriminate against any employee or applicant for employment because, of actual or
perceived-race, religion, color, sex, age, marital status, ancestry, national origin ( i.e.,
place of origin, immigration status, cultural or linguistic characteristics,. or ethnicity),
sexual orientation, gender identity, .gender expression; physical or mental disability,- or
medical condition (each;a"prohibited basis'). Contractor shall ensure that applicants are
employed,and that employees are treated during"their employment,without regard to any
prohibited basis. As a condition precedent to City's" lawful capacity to enter this"
Agreement, and in executing this Agreement, Contractor certifies that its actions and
omissions hereunder shall not-incorporate any discrimination arising from or related to'
,any prohibited basis in any Contractor activity,including but not limited,to the following:
employment; upgrading, demotion or transfer,.recruitment or recruitment advertising;
layoff or termination;.rates of pay or-other forms of compensation; and selection.for
training, including apprenticeship; and further;that Contractor is in-full compliance with
the provisions of Palm Springs Municipal Code Section 7.09.040, including without
limitation the-provision of benefits,relating to non-discrimination in City contracting.
• This letter agreement controls and supersedes any and all sections found in the
master service agreement.
In Witness Whereof,City.of Palm Springs and CannaRegs,-Ltd. have executed this
agreement with the above agreed upon terms,effective upon the.date of signature.
SIGNATURE: SIGNATURE:
Print Name: David H. Ready, Esq., Ph.D. Print Name:Ots. 11.1. mandaostrowitz
TITLE.City Manager TRW. ___ ____- __ -..t ce0 .
DATE: a.Xr DATE: 10/17/2018
Not To F.K. + d then
Without The Expre6s Wi'i
Authorization Of 'The CltY
Manager.
Canna-Keg
CannaRegs, Ltd.
1776 Race St. #109 1 Denver, CO 80206
860.944.0014 1 info@cannaregs.com
www.CannaRegs.com
• Covenant Against Discrimination:
In connection with its performance under this Agreement, Contractor shall not
discriminate against any employee or applicant for employment because of actual or
perceived race, religion, color, sex, age, marital status, ancestry, national origin ( i.e.,
place of origin, immigration status, cultural or linguistic characteristics, or ethnicity),
sexual orientation, gender identity, gender expression, physical or mental disability, or
medical condition (each a "prohibited basis"). Contractor shall ensure that applicants are
employed, and that employees are treated during their employment, without regard to any
prohibited basis. As a condition precedent to City's lawful capacity to enter this:
Agreement, and in executing this Agreement, Contractor certifies that its actions and
omissions hereunder shall not incorporate any discrimination arising from or related to
any prohibited basis in any Contractor activity, including but not limited to the following:
employment, upgrading, demotion or transfer; recruitment or recruitment advertising;
layoff or termination; rates of pay or other forms of compensation; and selection for
training, including apprenticeship; and further, that Contractor is in full compliance with
the provisions of Palm Springs Municipal Code Section 7.09.040, including without
limitation the provision of benefits, relating to non-discrimination in City contracting.
• This letter agreement controls and supersedes any and all sections found in the
master service agreement.
In Witness Whereof, City of Palm Springs and CannaRegs, Ltd. have executed this
agreement with the above agreed upon terms, effective upon the date of signature.
r
SIGNATURE: SIGNATURE:
Print Name: David H. Ready, Esq., Ph.D. Print Name: Aaron Haley
TITLE: City Manager TITLE: Business Development
DATE: DATE: 10 4 2018
Not To �c @� ST.
i=
Without The Prea
Authorization Of The City
Manager. Clerk
1 0/112 0 1 8 Master Subscription Agreement I CannaRegs
UCII if lctReP�
t
Master Subscription Agreement
Master Subscription Agreement
THIS MASTER SUBSCRIPTION AGREEMENT GOVERNS YOUR ACQUISITION AND
USE OF CAN NAREGS' SERVICES.
YOU MUST CAREFULLY READ AND ACCEPT THIS MASTER SUBSCRIPTION
AGREEMENT ("AGREEMENT"). IF YOU DO NOT AGREE TO THIS AGREEMENT,
CLICK THE "DECLINE' BUTTON AT THE END OF THIS AGREEMENT. IF YOU
AGREE TO THIS AGREEMENT, CLICK THE "ACCEPT" BUTTON AT THE END OF
THIS AGREEMENT, WHICH SHALL INDICATE YOUR ACCEPTANCE OF THIS
AGREEMENT.
IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR
OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO
BIND SUCH ENTITY TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE
TERMS "YOU" OR "YOUR" SHALL REFER TO SUCH ENTITY. IF YOU DO NOT HAVE
SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS AND
CONDITIONS, YOU MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE
THE SERVICES.
You may not access the Services if You are CannaRegs' competitor in the online
legal cannabis information, law or regulatory space, or a state or federal
government agency, department or division, except with CannaRegs' prior written
consent. In addition, You may not access the Services for purposes of monitoring
their availability, performance or functionality, or for any other benchmarking or
competitive purposes.
This Agreement was last updated on May 27, 2015. It is effective between You
and CannaRegs as of the date You accept this Agreement.
Table of Contents
1. Definitions_
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2. Our Responsibilities
3. Use of the Services and Content
4. Fees and Payment for Purchased Services
5. Proprietary Rights and Licenses
6. Confidentiality
7. Representations, Warranties, Exclusive Remedies and Disclaimers
8. Mutual Indemnification
9. Limitation of Liability
10. Term and Termination
11. Who You Are Contracting With, Notices, Governing Law and Jurisdiction
12. General Provisions
1. DEFINITIONS
"A greement" means this Master Subscription Agreement.
.
"CannaRegs," We, " "U s" or"0 ur" means the CannaRegs, Ltd.
"Content" m eans information obtained by Us from Our content licensors or
publicly available sources and provided to You Pursuant to an Order Form, as
more fully described in the Documentation.
" D o c u m e n t a I i o n " m e a n s C annaRegs ' onlineuserguides , d
o c u m e n t a t i b n , a n d h e I p a n d t r a i n i n g materials, as updated from
time to time, accessible via lielp.cannaregsCannaRegs.com or login to the
applicable Services.
" MaliciousCode " meanscode , files , s c' ripts , agentsorprog
rams i ntendedtodoha rmj ncl ud i ng butnotlimitedto, viruses,
worms,time bombs and Trojan horses.
"0 rder Form" means the ordering document containing Your payment
authorization and the Services to be provided hereunder that is entered into
between You and CannaRegs, including any addenda and supplements thereto.
"? urchased Services" means Services that You purchase pursuant to an Order
Form. "S ervices" means the services that are made available online by Us,
including associated offline
components, as described in the Documentation.
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"User" means an individual in Your company who is authorized by You to use the
Services, for whom You have ordered the Services, and to whore You (or
CannaRegs at Your request) have supplied a user identification and password. i
."Y ou" or "Y our" means the company or other legal entity for which you are �
accepting this Agreement.
2. OUR RESPONSIBILITIES
2.1. Provision of Purchased Services. W e will (a) make the Services and Content
available to You pursuant to this Agreement and the applicable Order Forms, (b)
provide Our standard support for the Purchased Services to You at no additional
charge, and/or upgraded support if purchased, and (c) use commercially
reasonable efforts to make the online Purchased Services available 24 hours a
day, 7 days a week, except for: (i) planned downtime (of which We shall give at
least 8 hours electronic notice and which We shall schedule to the extent
practicable during the weekend hours between 6:00 p.m. Friday and 3:00 a.m.
Monday Mountain time), and (ii) any unavailability caused by circurnstances
beyond Our reasonable control; including, for example, an act of God, act of
government, flood, fire, earthquake, civil unrest, act of terror, strike or other labor
problems, Internet service provider failure or delay, or denial of service attack.
2.2. CannaRegs Personnel. W e will be responsible for the performance of Our
personnel (including Our employees and contractors) and their compliance with
Our obligations under this Agreement, except as otherwise specified herein.
2.3. Beta Services. F rom time to time, We may invite You to try Beta Services at
no charge. You may accept or decline any such trial in Your sole discretion. Beta
Services will be clearly designated as beta, pilot, limited release, developer preview,
non-production, evaluation or by a description of similar import. Beta Services are
for evaluation purposes and not for production use, are not considered "Services"
under this Agreement, are not supported, and may be subject to additional terms.
Unless otherwise stated, any Beta Services trial period will expire upon the earlier
of one month from the trial start date'or the date that a version of the Beta
Services becomes generally available. We may discontinue Beta Services at any
time in Our sole discretion and may never make them generally available. We will
have no liability for any harm or damage arising out of or in connection with a Beta
Service.
3. USE OF SERVICES AND CONTENT
3 . 1 . Subscriptions . Un_lessotherwiseprovidedintheappIi
cable0rderForm , (a ) ServicesandCon t e n t are purchased as
annual subscriptions, (b) additional annual subscriptions may be added during a
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subscription term, prorated for the portion of that subscription term remaining at
the time the annual subscriptions are added, and (c) any added subscriptions will
terminate on the same date as the original annual subscriptions.
3.2. Usage Limits. S ervices and Content are subject to individual subscription
usage limits, including, for example,the quantities specified in Order Forms.
Unless otherwise specified, (a) a quantity in an Order Form refers to the number of
Users, and the Services or Content may not be accessed by more than those
particular Users, (b) a User's password may not be shared with any other
individual, and (c) a User identification may be reassigned to a new individual
replacing one who no longer requires ongoing use of the Services or Content. If
You are unable or unwilling to abide by a contractual usage limit, You agree to
execute an Order Form for additional quantities of the applicable Services or
Content promptly upon Our request, and/or pay any invoice for excess usage in
accordance with Section 3.2 (invoicing and Payment).
3.3. Your Responsibilities. Y ou will (a) be responsible for Users' compliance with
this Agreement, (b) use commercially reasonable efforts to prevent unauthorized
access to or use of Our Services and Content, and notify Us within 24 hours of any
such unauthorized access or use, and (c) use Services and Content only in
accordance with the Documentation and applicable laws and government
regulations. Any failure by You to comply with the terms and conditions of this
Agreement, to include without limitation, Your Responsibilities under 3.3 or the
Usage Restrictions under 3.4, may result in
the cancelation of your annual subscription(s).
3.4. Usage Restrictions. U nless your Order Form or Agreement specifically
permits, Y ou will not (a) make any Services or Content available to anyone other
than You or Users, (b) sell, resell, license, sublicense, distribute, rent or lease any
Services or Content, include any Services or Content in a service bureau or
outsourcing offering, (c) use a Service to store or transmit infringing, libelous, or
otherwise unlawful or tortious material, or to store or transmit material in violation
of third-party privacy rights, (d) use Services to store or transmit Malicious Code,
(e) interfere with or disrupt the integrity or performance of any Service or the
Content or data contained therein, (f) attempt to gain unauthorized access to any
Services or Content or its related systems or networks, (g) permit direct or indirect
access to or use of any Services or Content in a way that circumvents a
contractual usage limit, (h) copy Services or any part, feature, function or user
interface thereof, (i) copy Content except as permitted herein for internal use only,
or in an Order Form or the Documentation, 0) frame or mirror any part of any
Services or Content, (k) access any Services or Content in order to build a
competitive product or service, or (1) reverse engineer any Services (to the extent
such restriction is permitted by law).
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3.5. Removal of Content. I f CannaRegs is required by a licensor to remove
Content, or receives information that Content provided to You may violate
applicable law or third-party rights, We may so notify You and in such event You I
will promptly remove or destroy any such Content in your possession.
I�
4. FEES AND PAYMENT FOR PURCHASED SERVICES
4.1. Fees. Y ou will pay all fees specified in Order Forms. Except as otherwise
specified herein or in an Order Form, (i) fees are based on Services and Content
purchased and not actual usage, (ii) payment obligations are non c ancelable and
fees paid are non-refundable, and (iii) quantities purchased cannot be decreased
during the relevant subscription term.
4.2. Invoicing and Payment. At all times during the existence of this Agreement, Y
ou will provide Us with valid name, address, and updated credit card information
or Bank routing and account information necessary and sufficient for US to utilize
Automatic Clearing House (ACH) to obtain your annual subscription payments at
all times cluring the existence of this Agreement. When You provide credit card
information to Us, You specifically authorize Us to charge such credit card for all
Purchased Services listed in the Order Form for the initial subscription term and
any renewal subscription term(s) as set forth in Section 10.2 (Term of Purchased
Subscriptions). Such charges shall be made in advance, either annually or in
accordance with any different billing frequency stated in the applicable Order
Form. You are responsible for providing complete and accurate billing and contact
information to Us and notifying Us of any changes to such information.
4.3. Overdue Charges. I f any invoiced amount is not received by Us by the due
date, then without limiting Our rights or remedies, (a) those charges may accrue
late interest at the rate of 1.5% of the outstanding balance per month, or the
maximum rate permitted by lain; whichever is lower, and/or (b) We may condition
future subscription renewals and Order Forms on payment terms that are different
than those specified in Section 4.2 (Invoicing and Payment).
4.4. Suspension of Services and Acceleration. I f any amount owing by You under
this or any other agreement for Our services is 15 or more clays overdue (or 5 or
more days overdue in the case of amounts You have authorized Us to charge to
Your credit card), We may, without limiting Our other rights and remedies,
accelerate Your unpaid fee obligations under such agreements so that all such
obligations become immediately due and payable, and suspend Our Services to
You until such amounts are paid in full. We will give You at least 10 days' prior
notice that Your account is overdue, in accordance with Section '11.2 (Manner of
Giving Notice), before suspending Services to You.
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4.5. Payment Disputes. I n the exercise of Our sole discretion, We may not exercise
Our rights under Section 4.3 (Overdue Charges) or 4.4 (Suspension of Services
and Acceleration) above if we, in the exercise of our sole discretion, believe that j
You are cooperating diligently to resolve the dispute.
4.6. Taxes. 0 ur fees do not include any taxes, levies, duties or similar
governmental assessments of any nature, including, for example, value-added,
sales, use or withholding taxes, assessable by any jurisdiction whatsoever
(collectively, "Taxes" ). You are responsible for paying all Taxes associated with
Your purchases hereunder. If We have the legal obligation to pay or collect Taxes
for.which You are responsible under this Section 4.6, We will invoice You and You
will pay that amount unless You provide Us with a valid tax exemption certificate
authorized by the appropriate taxing authority. For
clarity, We are solely responsible for taxes assessable against Us based on Our
income, property and employees.
4.7. Future Functionality. Y ou agree that Your purchases are not contingent on the
delivery of any future functionality or features, or dependent on any oral or written
public comments made by Us regarding future functionality or features.
5. PROPRIETARY RIGHTS AND LICENSES
5.1. Reservation of Rights. S ubject to the limited rights expressly granted
hereunder, We and Our licensors reserve all of Our/their right, title and interest in
and to the Services and Content, including all of Our/their related intellectual
property rights. No rights are granted to You hereunder other than as expressly set
forth herein.
5.2. License by Us to Use Content. W e grant to You a worldwide, limited-term
license, under Our applicable intellectual property rights and licenses,to use
Content acquired by You pursuant to Order Forms, subject to those Order Forms,
this Agreement and the Documentation.
5.3. License by You to Use Feedback. You grant to Us a worldwide, perpetual,
irrevocable, royalty-free license to use and incorporate into the Services any and all
suggestion, enhancement request, recommendation, correction or other feedback
provided by You or Users relating to the operation of the Services.
5.4. Federal Government End Use Provisions. We will provide the Services for
ultimate federal government end use solely in accordance with the following..
Government technical data and software rights related to the Services include only
those rights customarily provided to the public as defined in this Agreement. This
customary commercial license is provided in accordance with FAR 12.211
(Technical Data) and FAR 12.212 (Software) and, for Department of Defense
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transactions, DEAR 252.227-7015 (Technical Data — Commercial Iterns) and DFAR
227.7202-3 (Rights in Commercial Computer Software or Computer Software
Documentation). If a government agency has a need for rights not granted under
these terms, it must negotiate with Us to determine if there are acceptable terms 4
for granting those rights, and a mutually acceptable written addendum specifically
granting those rights must be included in any applicable agreement.
6. CONFIDENTIALITY
6.1. Definition of Confidential Information. " C onfidential Information" means all
information disclosed by Us ("D isclosing Party" ) to You (°R eeeiving Party" ),
whether orally or in writing, that is designated as confidential or that reasonably
should be understood to be confidential given the nature of the information and
the circumstances of disclosure. Our Confidential Information includes, without
limitation, the Services and Content, and anything or any information derived from
or ascertainable by or through the Services; and includes the terms and conditions
of this Agreement and all Order Forms (including pricing), as well as business and
marketing plans,technology and technical information, product plans and designs,
and business processes disclosed by such party. However, Confidential
Information does not include any information that (a) is or becomes generally
known to the public without breach of any obligation owed to the Disclosing Party,
(b) was known to the Receiving Party prior to its disclosure by the Disclosing Party
without breach of any obligation owed to the Disclosing Party, (c) is received from
a third party without breach of any obligation owed to the Disclosing Party, or (d)
was independently developed by the Receiving Party.
6.2. Protection of Confidential Information. T he Receiving Party will use the same
degree of care that it uses to protect the confidentiality of its own confidential
information of like kind (but not less than reasonable care) (a) not to use any
Confidential Information of the Disclosing Party for any purpose outside the scope
of this Agreement, and (b) except as otherwise authorized by the Disclosing Party
in writing, to limit access to Confidential Information of the Disclosing Party to
those of its employees and contractors who need that access for purposes
consistent with this Agreement and who have signed confidentiality agreements
with the Receiving Party containing protections no less stringent than those
herein. Neither party will disclose the terms of this Agreement or any Order Form
to any third party other than its legal counsel and accountants without the other
party's prior written consent, provided that a party that makes any such disclosure
to its legal counsel or accountants will remain responsible for such legal counsel's
or accountant's compliance with this Section 6.2.
6.3. Compelled Disclosure. The Receiving Party may disclose Confidential
Information of the Disclosing Party to the extent compelled by law to do so,
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provided the Receiving Party gives the Disclosing Party prior notice of the
compelled disclosure (to the extent legally permitted) and
reasonable assistance, at the Disclosing Party's cost, if the Disclosing Party
wishes to contest the disclosure. If the Receiving Party is compelled by law to
disclose the Disclosing Party's Confidential Information as part of a civil
proceeding to which the Disclosing Party is a party, and the Disclosing Party is not
contesting the disclosure, the Disclosing Party will reimburse the Receiving Party
for its reasonable cost of compiling and providing secure access to that
Confidential Inforration.
7. REPRESENTATIONS, WARRANTIES, EXCLUSIVE REMEDIES AND DISCLAIMERS
/A. Representations. E ach party represents that it has validly entered into this
Agreement and has
the legal power to do so.
7.2. Our Warranty. W e warrant that the Purchased Services will run substantially
in accordance with their Documentation. No warranty is made that the Services
will run interrupted or error-free. You agree that the Purchased Services are not
consumer goods for purposes of federal or state warranty laws. For any breach of
the above warranty, Your exclusive remedies are those described in Sections 10.3
(Termination) and 10.4 (Refund or Payment upon Termination).
7.3. Disclaimers. E XCEPT AS EXPRESSLY PROVIDED HEREIN, NEITHER PARTY
MAKES ANY WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED,
STATUTORY OR OTHERWISE, AND EACH PARTY SPECIFICALLY DISCLAIMS ALL
IMPLIED WARRANTIES, INCLUDING ANY IMPLIED WARRANTY OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-
INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.
CONTENT AND BETA SERVICES ARE PROVIDED "AS IS;' EXCLUSIVE OF ANY
WARRANTY WHATSOEVER. EACH PARTY DISCLAIMS ALL LIABILITY AND
INDEMNIFICATION OBLIGATIONS FOR ANY HARM OR DAMAGES CAUSED BY
ANY THIRD-PARTY HOSTING PROVIDERS.
8. MUTUAL INDEMNIFICATION
8.1. Indemnification by Us. W e will defend You against any claim, demand, suit or
proceeding made or brought against You by a third party alleging that the use of a
Purchased Service in accordance with this Agreement infringes or
misappropriates such third party's intellectual property rights (a T laim Against
You" ), and will indemnify You from any damages, attorney fees and costs finally
awarded against You as a result of, or for amounts paid by You under a court-
approved settlement of, a Claim Against You, provided You (a) promptly give Us
written notice of the Claim Against You, (b) give Us sole control of the defense and
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settlement of the Claim Against You (except that We may not settle any Claim
Against You unless it unconditionally releases You of all liability), and (c) give Us
all reasonable assistance, at Our expense. l We receive information about an
infringement or misappropriation claim related to Our Services, We may in Our
discretion and at no cost to You (i) modify the Services so that it no longer
infringes or misappropriates, without breaching Our warranties under Section 7.2
(Our Warranty), (ii) obtain a license -for Your continued use of those Services in
accordance with this Agreement, or (iii) terminate Your subscriptions for those
Services upon 30 days' written notice and refund You any prepaid fees covering
the remainder of the term of the terminated subscriptions. The above defense and
indemnification obligations do not apply to the extent a Claim Against You arises
from Content or Your breach of this Agreement.
8.2. Indemnification by You. Y ou will defend Us against any claim, demand, suit or
proceeding made or brought against Us by a third party alleging that Your Data, or
Your use of any Services or Content in breach of this Agreement, infringes or
misappropriates such third party's intellectual property rights or violates
applicable law (a T laim Against Us"), and will indemnify Us from any damages,
attorney fees and costs finally inally awarded against Us as a result of, or for any
amounts paid by Us under a court-approved settlement of, a Claim Against Us;
provided We (a) promptly give You written notice of the Claim Against Us, (b) give
You sole control of the defense and settlement of the Claim Against Us (except
that You may not settle any Claim Against Us unless it unconditionally releases Us
of all liability), and (c) give You all reasonable assistance, at Your expense.
8.3. Exclusive Remedy. T his Section 8 states the indemnifying party's sole liability
to, and the indemnified party's exclusive remedy against, the other party for any
type of claim described in this Section 8.
9. LIMITATION OF LIABILITY
9.1. Limitation of Liability. 0 UR LIABILITY WITH RESPECT TO ANY SINGLE
INCIDENT ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL NOT
EXCEED THE AMOUNT PAID BY CUSTOMER HEREUNDER IN THE 12 MONTHS
PRECEDING THE INCIDENT, PROVIDED THAT IN NO EVENT WILL EITHER
PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS
AGREEMENT EXCEED THE TOTAL AMOUNT PAID BY CUSTOMER HEREUNDER IN
THE LAST 12 MONTHS. THE ABOVE
LIMITATIONS WILL APPLY WHETHER AN ACTION IS IN CONTRACT OR TORT
AND REGARDLESS OF THE THEORY OF LIABILITY.
9.2. Exclusion of Consequential and Related Damages. I N NO EVENT WILL WE
HAVE ANY LIABILITY TO YOU FOR ANY LOST PROFITS, REVENUES OR INDIRECT,
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SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER OR PUNITIVE DAMAGES,
WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE
THEORY OF LIABILITY, EVEN IF YOU HAVE'BEEN ADVISED OF THE POSSIBILITY
OF SUCH DAMAGES. THE FOREGOING DISCLAIMER WILL NOT APPLY TO THE
EXTENT PROHIBITED BY LAW.
10. TERM AND TERMINATION
10.1. Term of Agreement. T his Agreement commences on the date You first
accept it and continues
until all subscriptions hereunder have,expired or have been terminated.
10.2. Term of Purchased Subscriptions. T he term of each subscription shall be
twelve months. Subscriptions will automatically renew for additional periods equal
to the expiring subscription term, unless User gives Us written notice of non
renewal at least 30 days before the end of the relevant subscription term, which
notice of non-renewal must be sent certified mail return receipt requested. The
per-unit pricing during any automatic renewal term will be the same as that during
the immediately prior term unless We You written or electronic communication
notice of a pricing increase at least 60 days before the end of that prior term, in
which case the pricing increase will be effective upon renewal and thereafter. Any
such pricing increase will not exceed 7% of the pricing for the applicable
Purchased Service or Content in the immediately prior subscription term, unless
the pricing in the prior term was designated in the relevant Order Form as
promotional or one-time.
10.3. Termination. W e may terminate this Agreement for cause (i) upon 10 clays
written notice to You of a material breach if such breach remains uncured at the
expiration of such period, or (ii) if the You file a petition in bankruptcy or any other
proceeding relating to insolvency, receivership, liquidation or assignment for the
benefit of creditors. You may terminate this Agreement in accordance with
Section 10.2.
10.4. Refund or Payment upon Termination. I f We terminate this Agreement in
accordance with Section 10.3 (Termination), We will refund You any prepaid fees
covering the remainder of the term of all Order Forms after the effective date of
termination. If this Agreement is terminated by Us in accordance with Section
10.3, You will pay any unpaid fees covering the remainder of the term of all Order
Forms. In no event will termination relieve You of Your obligation to pay any fees
payable to Us for the period prior to the effective date of termination.
10.5. Your Data, Portability, and Deletion. U pon termination of this Agreement, We
will have no obligation to maintain or provide Your subscription or Content, and
may thereafter delete or destroy all copies of Subscription and Content in Our
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systems or otherwise in Our possession or control as provided in the
Documentation, unless legally prohibited.
i
10.6. Surviving Provisions. T he Sections titled "Fees and Payment for Purchased
Services;' "Proprietary Rights and Licenses," "Confidentiality," "Disclaimers," "Mutual
Indemnification," "Limitation of Liability," "Refund or Payment upon Termination,"
"Portability and Deletion of Your Data," "Who You Are Contracting With, Notices,
Governing Law and Jurisdiction," and "General Provisions" will survive any
termination or expiration of this Agreement.
11. GOVERNING LAW, NOTICES AND JURISDICTION
11.1. Governing Law. This Agreement and all disputes arising hereunder shall be
governed by Colorado Law. This agreement is specifically agreed to by the parties
to be made in the State of Colorado.
You andWeconsenttojurisdictionand\JenueinaIIcourtsofcompetentjurisdictionlocated
inDenver , CoIorado .
1 1 . 2 . MannerofGivingNotice . Exceptasotherwisespecifi
edinthisAgreement , incIudinginSection10.2, all notices from
You to Us hereunder shall be in writing to the address listed in the "Contact
information" section of CannaRegs.com. Except as otherwise specified in this
Agreement, all notices from Us to You hereunder- shall be in writing or electronic
communication.
11.3. Agreement to Governing Law and Jurisdiction. E ach party agrees to the
applicable
governing law above without regard to choice or conflicts of law rules, and to the
exclusive jurisdiction of the applicable courts above.
11.4. No Agency. F or the avoidance of doubt, We are entering into this Agreement
as principal and not as agent for any other CannasRegs.com company. Subject to
any permitted Assignment under Section 14.4, the obligations owed by Us under
this Agreement shall be owed to You solely by Us and the obligations owed by You
under this Agreement shall be owed solely to Us.
12. GENERAL PROVISIONS
12.1. Export Compliance. T he Services, Content, other technology We make
available, and derivatives thereof may be subject to export laws and regulations of
the United States and other jurisdictions. Each party represents that it is not
named on any U.S. government denied-party list. You shall not permit Users to
access or use any Services or Content in a U.S.-embargoed country (currently
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Cuba, Iran, North Korea, Sudan or Syria) or in violation of any U.S. export law or
regulation.
12.2. Anti-Corruption. Y ou have not received or been offered any illegal or
improper bribe, kickback, payment, gift, or thing of value from any of Our
employees or agents in connection with this Agreement. Reasonable gifts and
entertainment provided in the ordinary course of business do not violate the above
restriction. If You learn of any violation of the above restriction, You will use
reasonable efforts to promptly notify Us.
12.3. Data Collection. B y entering into this Agreement, you agree that CannaRegs
may collect, categorize, use and store anonymous data related to program errors
and usage for the purposes of providing technical support; analyzing errors and
product improvernents. CannaRegs will not disclose anonymous data in any,form
that personally identifies You.
12.4. Modification of Agreement. C annaRegs reserves the right to change or
modify the terms and conditions of this Agreement immediately upon notice to
you. If any changes are made to this Agreement, such changes will (a) only be
applied prospectively; and (b) not be specifically directed against you and will
apply to all similarly situated customers using the Services. Continued use of the .
Services after the effective date of any change to this Agreement constitutes your
acceptance of the change, but does not affect any termination rights contained
herein
12.5 Entire Agreement. T his Agreement and the Order Form are the entire
agreement between You and CannaRegs regarding Your use of Services and
Content and supersedes all prior and contemporaneous agreements, proposals or
representations, written or oral, concerning its subject matter. No modification,
amendment, or}waiver of any provision of this Agreement will be effective unless
in writing and signed by the party against whom the modification, amendment or
waiver is to be asserted.
12.6. Assignment. Y ou may not assign any of Your rights or obligations
hereunder, whether by operation of law or otherwise, without Our prior written
consent (which will not to be unreasonably withheld); provided, however, either
party may assign this Agreement in its entirety (including all Order Forms), without
the other party's consent in connection with a merger, acquisition, corporate
reorganization, or sale of all or substantially all of its assets. Notwithstanding the
foregoing, if You are acquired by, sell substantially all of Your assets to, or undergo
a change of control in favor of a competitor of ours, then We may terminate this
Agreement upon written notice. In the event of such a termination, We will refund
any prepaid fees covering the remainder of the term of all subscriptions. Subject
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to the foregoing, this Agreement will bind and inure to the benefit of the parties,
their respective successors and permitted assigns.
f
12.7. Relationship of the Parties. T he parties are independent contractors. This
Agreement does not create a partnership, franchise,joint venture, agency,
fiduciary or employment relationship between the parties.
12.8. Third-Party Beneficiaries. 0 ur Content licensors shall have the benefit of Our
rights and protections hereunder with respect to the applicable Content. There are
no other third-party
beneficiaries under this Agreement.
12.9. Waiver. No failure or delay by either party in exercising any right under this
Agreement will constitute a waiver of that right.
12.10. Severability. If any provision of this Agreement is held by a court of
competent jurisdiction to be contrary to law, the provision will be deemed null and
void, and the remaining provisions of this Agreement will remain in effect.
12.11 Legal Disclaimers. (a) The content of Our Services is offered only as a
service and does not constitute solicitation or provision of legal advice. We do not
provide legal advice of any kind. Our Services should not be used as a substitute
for obtaining legal advice from an attorney licensed or authorized to practice in
Your jurisdiction. You should always consult a suitably qualified attorney regarding
any specific legal problem or matter. Your use of Our Services do not create an
attorney-client relationship. Neither the transmission of the information contained
on this site nor Your communication with Us creates an attorney-client
relationship between the parties. No information communicated to Us through
this site will be protected either by the attorney-client privilege or the work product
doctrine.
(b) We cannot guarantee that the information in Our Services is accurate,
complete or up-to-date. We make no clairns, promises, or guarantees about the
accuracy, completeness or adequacy of the information contained in or linked to
Our Services. We assume no responsibility to any person who relies on
information contained in Our Services and disclaim all liability in respect to such
information. We shall not be liable for any loss or damage of whatever nature
(direct, indirect, consequential, or other) whether arising in contract,tort, or
otherwise, which may arise as a result of Your use of (or inability to use) this
website, or from Your use of (or failure to use) the information on this site.
(c) Our Services may contain hyperlinks to other resources maintained by third
parties on the Internet. These links are provided solely as a convenience to help
You identify related information. Our references to other resources does not imply
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an approval, endorsement, affiliation, sponsorship or other relationship to the
linked site or its operator, content, or trade names, logos, symbols, service marks,
or other intellectual property rights associated with the hyperlinks, citations, or
URLs provided. We do not incorporate or endorse any materials appearing in such
linked sites by reference. We disclaim all liability in respect to any decisions or
actions, or lack thereof based on any or all of the contents of any third-party site.
We cannot and will not guarantee that Our, or any third party's, website is free from
computer viruses or anything else that has destructive property.
(d) Although we provide no legal advice, Our Services provide laws and regulations
relating to the marijuana industry. Although marijuana possession, cultivation,
distribution, and use may be legal under applicable state law, marijuana remains
illegal under federal law. Marijuana is a Schedule I Controlled Substance under.the
federal Controlled Substances Act, and is a banned substance under federal law.
By engaging in a business or activity which is either directly or indirectly
associated with marijuana and/or the proceeds therefrom, You may be in violation
of federal law, even if You are fully compliant with applicable state law.
Compliance with state law does not act as a bar or a defense to an enforcement
action by the federal government (whether criminal or civil) to enforce the
Controlled Substances Act, or, money laundering statutes such as the Bank
Secrecy Act, among others. Even if fully compliant with applicable state law, You
may be subject to imprisonment, fines and forfeiture of assets (including money,
and real and/or personal property) for the violation of federal law.
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