Dispensary Terms of Use
1. Introduction
2. Certain Definitions
a) “You” or “Your” means the person who orders, accesses, or uses the Services and specifically means a person who lists the details regarding their products, location, and services on our website.
b) Services mean CANNACHAT’S AI chatbot, menu keyword search, virtual Budtender, hot deals, get directions, and call us features.
c) “Your data” means all information collected and/or processed by us on your behalf in course of providing Services including personal data of your customers and your Suggestions.
d) “Your Suggestions” means any of your comments, complaints, ideas, or other feedback that you submit through the Services.
3. License
4. Account
5. Use of Services
6. Ancillary Technology
7. Your Representations and Warranties
You represent and warrant that
a) Your ordering, access, or use of Services is for the purpose solely as specified in this Agreement and is in compliance with all applicable laws (as amended from time to time) including without limitation all laws related to cannabis sale, advertising, and consumer protection laws.
b) You always have active and current approvals, certifications, permits, authorizations, or licenses (including any additional such documentation as prescribed by any city, state, and county governmental authorities from time to time) issued by the applicable authorities related to the sale of recreational cannabis (“Approval documentation”).
c) You are in a city, state, and county where ordering, accessing, or use of Services is not prohibited.
d) Your products, documentation, promotional materials, and packaging comply with all applicable laws (as amended from time to time).
e) The information that you provide in connection with the listing of products through the Services shall be always valid, accurate and truthful.
f) You shall maintain a privacy policy on your website and/or mobile application, provide necessary disclosures as required by applicable laws to the users and obtain any necessary consents to permit your data to be collected, used, and disclosed in the manner intended by this Agreement.
g) You are not named on any government prohibited, denied, sanctions, debarment, or exclusion list or export-controlled related restricted party list or any similar such list (“Restricted List”) and will immediately withdraw your use of the Services if you are placed on any Restricted List.
h) You will not export, re-export, or transfer the Services or products to an entity or person who is on any Restricted List.
i) You will provide us with any Approval documentation that we may request from time to time.
j)You shall immediately stop the use of the Services if you become aware that there is any change in your authorization and licensing to sell or promote cannabis.
8. Payments
In consideration of the provision of the Services rendered by us, you shall pay the following subscription fees as chosen by you when you subscribe to our Services on the website.
Monthly subscription is canceled anytime with 30-day written notice.
All fees are billed automatically on a monthly subscription basis. In addition to the above fees, you shall be responsible for payment of all applicable taxes, withholding, levies, duties, or similar charges relating to your use of the Services. If you are legally entitled to an exemption from the payment of any taxes, you shall promptly provide us with a valid tax exemption for each taxing city and/or state under which you claim exemption.
Unless otherwise stated, you shall pay all invoices at the commencement of the subscription period. Notwithstanding anything to the contrary, the payment obligations are non-cancellable and non-refundable. .
Upon the commencement of the subscription term, you shall be liable to pay the applicable subscription fees. Any such increase in renewal fees will be notified by us to you via written notification at least sixty (90) days before the commencement of the applicable renewal term.
All the fees are payable by credit card or other applicable payment methods as designated on checkout while ordering the Services. We will send an invoice if you elect to pay outside of a credit card. All such fees shall be paid by you within seven (30) days of the invoice date. Unpaid amounts are subject to an interest charge of $50 per month, or the maximum amount allowable by applicable law, whichever is higher, plus all expenses of collection. In addition to any other legal remedies available, we may suspend access to Services in the event of payment delinquency.
All amounts payable to us hereunder shall be paid by you in full without any setoff, recoupment, counterclaim, deduction, debit, or withholding for any reason except as may be required by applicable law. up payments made so that we receive sums due hereunder in full and free of any deduction for any such tax.
We reserve the right to reimpose reactivation fees in the event the Services access is suspended and thereafter you request access to the Services.
For any credit or debit card payments, you authorize us and our payment processor to charge your applicable payment method for the collection of fees due herein. If you are paying via any credit card, you shall ensure there is an auto-recharge and sufficient positive balance to cover all fees due herein. We reserve the right to suspend access to the Services if there is a negative balance.
9. Ownership and Intellectual Property Rights
You retain all rights, title, and interest (including any intellectual property rights) in and to the data that you submit to the Services. You hereby grant us a worldwide, non-exclusive, sublicensable, royalty-free right to access and use, publish, copy, exploit and retain your data to provide the Services including duplicating the data for hosting and backup purpose.
Connacht retains all rights, title, and interest (including any intellectual property rights) in and to the website and Services, including any underlying technology, improvements, developments, or modifications thereto. These Dispensary Terms are not a sale and do not convey to you any rights of ownership in or related to the website or Services.
Some of our dispensary customers use third-party menu services. Please refer to their individual Terms of Use for any questions or concerns.
10. Disclaimer
CANNACHAT IS SOLELY INTERMEDIARY WHEN PROVIDING THE SERVICES. THE WEBSITE AND ALL CONTENT THEREIN ARE FOR INFORMATIONAL PURPOSES ONLY AND ARE NOT A SUBSTITUTE OR REPLACEMENT FOR PROFESSIONAL ADVICE. CANNACHAT DOES NOT PROVIDE ANY KIND OF LEGAL GUIDANCE TO ANY USERS BEFORE ENGAGING IN ANY TRANSACTION THROUGH THE SERVICES. WE RECOMMEND YOU CONSULT A PROFESSIONAL FOR ADVICE BEFORE USING, ORDERING, OR ACCESSING OUR SERVICES. FOR THE AVOIDANCE OF DOUBT, ANY MAINTENANCE OF ANY APPROVAL DOCUMENTATION AND COMPLIANCE WITH APPLICABLE LAWS IS SOLELY AT YOUR OWN COST AND EXPENSE AND WE DO NOT PROVIDE ANY ADVICE OR REIMBURSE YOU FOR SUCH MATTERS. CANNACHAT DOES NOT PROVIDE ANY GUIDANCE ON ANY CANNABIS LAWS. CANNACHAT DOES NOT PROVIDE SUPPORT OR GUIDE ON ANY THIRD-PARTY SOFTWARE, OR DATA, EMBEDDED WITHIN THE SERVICES.
FOR THIRD-PARTY PROCESSOR PAYMENTS, YOU ARE SOLELY RESPONSIBLE FOR TRANSACTIONS PROCESSED BY SUCH THIRD-PARTY PROCESSOR AND WE DO NOT UNDERTAKE ANY LIABILITY FOR TRANSACTIONS AUTHORIZED AND COMPLETED THAT MAY LATER BE REVERSED OR CHARGED BACK. YOU ARE SOLELY RESPONSIBLE FOR REVERSAL OR CHARGEBACK AND COMPLIANCE WITH ALL APPLICABLE LAWS RELATED THERETO.
THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, THE SERVICES ARE PROVIDED WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR PERFORMANCE. THE ACCESS AND USE OF SERVICES MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. CANNACHAT IS NOT RESPONSIBLE FOR ANY SUCH DELAYS, DELIVERY FAILURES OR OTHER DAMAGES LOSS, OR CLAIMS RESULTING FROM SUCH PROBLEMS NOR DOES CANNACHAT PROVIDE ANY WARRANTIES REGARDING ANY THIRD-PARTY SOFTWARE BEING INCORPORATED IN THE SERVICES. CANNACHAT DOES NOT WARRANT THAT THE SERVICES WILL BE ERROR-FREE OR VIRUS-FREE OR BUG-FREE OR UNINTERRUPTED OR SECURE, THAT CANNACHAT WILL CORRECT ALL ERRORS, OR THAT THE SERVICES WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS OR AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES OR THAT THE SERVICES WILL BE COMPATIBLE WITH ANY OTHER SERVICES OR SYSTEMS.
11. Liability
We have no liability to you concerning any third-party claims, actions, or complaints relating to your sale of products through Services including without limitation, the display or advertising of such products, and the information related to such products. You hold harmless and waive and release us, our affiliates, officers, directors, employees, agents, suppliers, and contractors from any form of claims, injury, losses, expenses, or damages of any kind resulting from or arising from your sale of products through Services including without limitation, the display or advertising of such products, the information related to such products including any damages caused to a third party.
You shall indemnify and hold harmless CANNACHAT at, its respective affiliates, officers, agents, employees, and successors and assigns against any claims, losses, damages, liabilities, and reasonable legal fees that result or arise from a) your breach of any provisions of this Agreement, b) your use of the Services, c) your communications with other users, d) your data, e) your breach of any applicable law or f) your infringement or alleged infringement of any intellectual property rights that occur in connection with this Agreement or use of Services.
Notwithstanding the foregoing, we reserve the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate, at your expense, with our defense of such claims. We will use reasonable efforts to notify you of any such claim, action, or proceeding which is subject to this indemnification upon becoming aware of it.
UNDER NO CIRCUMSTANCES SHALL CANNACHAT BE LIABLE FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR OTHER DAMAGES OF ANY KIND OR FOR ANY EMOTIONAL DISTRESS OR LOST PROFITS OR LOST BUSINESS OPPORTUNITIES, LOSS OF DATA OR LOSS OF CONTENT ARISING IN CONNECTION WITH THIS AGREEMENT.
EXCEPT THE INDEMNIFICATION OBLIGATIONS STATED HEREIN AND FOR BREACH OF CONFIDENTIALITY, IN NO EVENT SHALL THE AGGREGATE LIABILITY OF EITHER PARTY FOR ALL CLAIMS UNDER THIS AGREEMENT EXCEED THE TOTAL AMOUNT OF FEES PAID BY YOU TO CANNACHAT DURING THE LAST TWELVE (12) MONTHS PRECEDING THE DATE OF CLAIM.
12. Confidentiality
Both parties agree to hold in strictest confidence, and not to use, except for the benefit of the other party, or to disclose to any person, firm, or corporation without the prior written authorization of the other party, any Confidential Information.
“Confidential Information” means either party’s proprietary information, technical data, trade secrets, or know-how, including, but not limited to, business plans, research, product plans, any software used by us in providing the Services, developments, inventions, processes, formulas, designs, drawings, or other business information that is not in the public domain.
Confidential Information does not include information that is publicly known at the time of its disclosure to the receiving party, is lawfully received by the receiving party from a third party not bound in a confidential relationship to the disclosing party, was already known by the receiving party before disclosure by the disclosing party, is independently developed or created by the receiving party without the use of the Confidential Information from the disclosing party; or is otherwise required by law or regulation.
The receiving party may disclose Confidential Information following any regulatory order, provided it either gives the disclosing party reasonable notice or obtains written assurance from the applicable regulatory entity that it will afford the Confidential Information the highest level of protection afforded under applicable law.
Upon the expiration or termination of this Agreement and on the disclosing party’s written request, the receiving party shall return to the disclosing party promptly or destroy all then-existing originals and copies of any Confidential Information including any materials or copies developed therefrom.
The confidentiality obligations under this Section will survive termination of this Agreement for two (2) years, provided, however, that each party’s obligations hereunder shall survive and continue in effect thereafter concerning any Confidential Information that is a trade secret under applicable law.
The receiving party acknowledges that a breach of its obligation of confidentiality may cause irreparable harm to the disclosing party for which the disclosing party may not be fully or adequately compensated by the recovery of monetary damages. Accordingly, in the event of any violation, or threatened violation, by the receiving party of its obligations under this section, the disclosing party shall be entitled to seek injunctive relief from a court of competent jurisdiction in addition to any other remedy that may be available at law or in equity.
13. Termination
The term of this Agreement shall be for the subscription term as chosen by you. The term shall automatically renew for successive such periods as the original term unless either party delivers written notice of non-renewal to the other party at least thirty (30) days before the expiration of the then-current subscription term. Either party may terminate this Agreement immediately upon a material breach by the other party that has not been cured within thirty (30) days after receipt of notice of such breach.
We reserve the right to suspend or terminate your account if we reasonably believe that you have violated the terms and conditions of these Dispensary Terms Of Use including without limitation your payment obligations or a breach of your Representations and Warranties stated herein. We shall not be liable to you or any third party for any liabilities, claims, or expenses arising from or relating to the suspension of your use of the Services.
Any such suspension or termination shall not release you of your payment obligations herein. Termination of these Dispensary Terms will result in termination of your access and use of the Services. All sections of this Agreement which by their nature should survive termination will survive termination, including, without limitation, all rights to payment of fees, confidentiality obligations, warranty disclaimers, indemnification obligations, and limitations of liability.
14. General
Certain additional services provided may be subject to additional terms and conditions which will be agreed upon between the parties.
This Agreement shall be governed by the laws of the State Oregon without regard to any conflict of law principles and the competent Courts of Clackamas County, which has exclusive jurisdiction to decide any dispute hereunder.
Except for your payment obligations, neither party shall be considered in default in the performance under this Agreement to the extent the performance is prevented or delayed by a force majeure event such as fire, flood, strike, lockdown, epidemic, war, or an act of God or an act of the third party. You shall not assign this Agreement without our prior written consent. This Agreement shall not be construed to give any third party any interest or rights (including, without limitation, any third-party beneficiary rights) concerning any provision hereunder.
Each party is an independent contractor, and each party agrees that no partnership, joint venture, employment, or agency relationship exists herein. All communications under this Agreement shall be in writing and will be delivered by email.
If any provision of this Agreement shall be found invalid or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.
This Agreement constitutes the entire understanding of the parties concerning its subject matter and supersedes all prior and contemporaneous agreements or understandings, express or implied, written, or oral, between the parties. The rights and remedies of either party shall be cumulative and the exercise or partial exercise of any such right or remedy shall not preclude the exercise of any other right or remedy.
The rights and remedies of each party may be waived only by a specific written waiver. Delay in exercising or non-exercise any right or remedy does not constitute a waiver of that right or remedy, or any other right or remedy. This Agreement binds and benefits the parties and their respective permitted successors and assigns.
