Terms and Conditions for NACB Affiliates

Last Updated: March 14, 2018

 

1.  Eligibility for Affiliation

Ancillary Cannabis Businesses are eligible to apply for affiliation with the National Association of Cannabis Businesses (“NACB”). As used in these Terms and Conditions, “Ancillary Cannabis Businesses” means any person or entity that

  1.  provides goods or services to licensed cannabis businesses or plans to do so;  
  2.  does not cultivate, produce, manufacture, extract, sell, store, laboratory test, or transport cannabis; and
  3.  is not required by state law to have a license to participate in its cannabis-related business activities.

The NACB evaluates each Ancillary Cannabis Business’ suitability by reviewing the applicant’s past business activities and reputation. Such review will include, but is not limited to, a background check of the business and its principals that includes, but is not limited to, review of government watch lists, civil litigation, liens against the applicant, adverse media, and business references (an “NACB Background Check”). The NACB has sole discretion to grant or deny each application for affiliation with the NACB.

Each Ancillary Cannabis Business that is approved for affiliation with the NACB shall be known as an “NACB Affiliate.”

2.  Vetting of Applicants

In evaluating each Ancillary Cannabis Business’ suitability for affiliation, the NACB conducts an NACB Background Check. NACB Background Checks are not conducted for employment, credit evaluation, or insurance underwriting purposes. The NACB only uses the results of NACB Background Checks in connection with its evaluation of potential Ancillary Cannabis Businesses’ eligibility for affiliation and other business and commercial purposes.

3.  NACB Affiliate Obligations

To be an NACB Affiliate in good standing, an NACB Affiliate must satisfy the following obligations:

  1. Continue to meet the criteria for being defined as an Ancillary Cannabis Business
  2. Abide by and remain in compliance with all provisions of the NACB Code of Conduct that are applicable to NACB Affiliates
  3. At the NACB’s request, provide the NACB with information needed to verify the NACB Affiliate’s compliance with the NACB Code of Conduct and all duly adopted NACB National Standards; and
  4. Pay all applicable fees.

4.  NACB Affiliate Benefits

NACB Affiliates in good standing shall be entitled to the following benefits:

  1. NACB Affiliates in good standing shall have the right to participate in the development of the NACB’s National Standards on terms to be provided by the NACB;
  2. NACB Affiliates in good standing shall have the right to use the NACB logo on their website, at their place of business, and in their promotional materials; provided, however, that any NACB Affiliate that the NACB judges, in the NACB’s sole discretion, to not be in good standing, shall not be permitted to use the NACB logo in any capacity; and
  3. NACB Affiliates in good standing shall be listed in a directory on the NACB’s website.

5.  Adoption of National Standards

The NACB will adopt National Standards to govern the conduct of its members and affiliates, and promote the NACB’s mission. National Standards will be drafted by working committees of a Standards Governance Board consisting of NACB members and other stakeholders, including relevant subject matter experts. National Standards will be circulated to all NACB members and NACB Affiliates, for comment prior to their adoption.

6.  Enforcement of NACB's Code of Conduct & National Standards; Access to Information

The NACB shall have the authority to conduct routine and event-driven monitoring and investigative activities of NACB Affiliates to ensure continued compliance with their obligations, including but not limited to compliance with the NACB Code of Conduct.

If the NACB judges, in its sole discretion, that an NACB Affiliate is not in compliance with the NACB Code of Conduct and/or National Standards, the NACB may take any action it deems necessary to promote the NACB’s mission, including but not limited to the following:

  1. Revocation of affiliation;
  2. Suspension of affiliation; and
  3. Entering into a voluntary agreement with the NACB Affiliate concerning remedial steps to be undertaken by the member as a condition of continued affiliation with the NACB.

Information related to actions taken by the NACB to enforce the NACB Code of Conduct will be confidential, unless disclosure of such information by the NACB is permitted by the NACB’s bylaws, required by law, or the NACB believes in good faith that disclosure of such information is necessary to (a) conform to the edicts of the law or comply with legal process; or (b) protect or defend the rights, property, or safety of the NACB or others.

7.  Term of Affiliation

You will become an NACB Affiliate effective upon the NACB’s full approval of your application. Your affiliation with the NACB shall continue indefinitely for as long as you meet all the NACB Affiliate Obligations set forth in Section 3 of these Terms, including payment of applicable renewal fees and satisfactory completion of an NACB Background Check.

You may terminate your affiliation at any point by providing written notice to the NACB. If you terminate your affiliation in the NACB, you will remain liable for all other fees incurred prior to the termination of your affiliation.

8.  Fees and Refund Policy

Upon applying to become an NACB Affiliate, you will be charged an Annual Affiliate Fee. If your business does not meet the NACB’s standards to be come an NACB Affiliate, you will be refunded half of the Annual Affiliate Fee, while the NACB will retain the remaining half as a non-refundable NACB Affiliate Application Fee.

Before applying, you should understand the factors that automatically disqualify a business from becoming an NACB Affiliate. If your business would be automatically disqualified, we encourage you NOT to apply to become an NACB Affiliate. 

AUTOMATIC DISQUALIFYING FACTORS: The NACB does not admit to the Blue Ribbon Affiliate Program any businesses where the NACB has credible evidence of the following, with respect to the business or its principals: 

  • Criminal convictions for crimes of dishonesty, such as fraud and tax evasion
  • Criminal convictions for other crimes of moral turpitude, such as blackmail, kidnapping, and sexual assault
  • Civil liability for dishonesty, such as fraud or tax evasion
  • Misrepresentation of licensure, certification, or educational history
  • Credible complaints of dishonest business practices
  • Knowingly providing false information in the application
  • This list is non-exhaustive. The NACB has sole discretion to grant or deny each application to become an NACB Blue Ribbon Affiliate.

DISCOUNTS: If the NACB has agreed in writing to provide with you on a discounted Annual Affiliate Fee, your credit card will be charged the Annual Affiliate Fee and then be refunded the amount of the discount within five business days.

 

RENEWALS: Each year, to retain its status as an NACB Affiliate, each Affiliate is required to pay the Annual Affiliate Fee, the amount of which is subject to change based on notice to be provided by the NACB.

 

REVOCATION: The NACB periodically monitors NACB Affiliates to ensure they continue to meet the NACB’s criteria for ethics and integrity in their business dealings. The NACB reserves the right to revoke an affiliation if, in the NACB’s sole discretion, the NACB Affiliate no longer meets the NACB’s criteria.

 

The NACB will not issue refunds to any NACB Blue Ribbon Affiliate's whose status is revoked due to conduct unknown to the NACB at the time of the Affiliate's application or conduct that occurred after Affiliate application was approved.

9.  Permission to Use Name and Logo

By becoming an NACB Affiliate, you give permission for the NACB to publish and/or use the NACB Affiliate’s name, logo, and registered mark for all purposes connected with the business of the NACB. It is understood that the NACB may use said logo or mark for advertising relating to the NACB, on the NACB’s social media channels, on the NACB’s website, and for all other purposes related to the NACB and its mission. The NACB may use the NACB Affiliate’s logo or mark for these purposes without further permission or acquiescence by you, and the Organization hereby releases the NACB from all liability relating to the publication or use of the name, logo, or registered mark. You may revoke this permission by providing fifteen days’ written notice to the NACB.

10.  No Legal, Tax, or Investment Advice

You agree that NACB is not a law firm or an attorney, and does not provide legal advice or guidance. No attorney-client relationship or privilege is created between you and NACB. Additionally, you agree that NACB is not a financial or estate planner, investment or tax advisor. Neither NACB nor the Services are intended to provide any financial planning, investment, legal, or tax advice.

Although the NACB may communicate general regulatory information regarding the cannabis industry, you are solely responsible for determining whether a course of conduct is right for you. The NACB does not, through its Affiliate program, seek or solicit investments. You are solely responsible and liable for any and all financial, tax, investment or legal decisions you make or related agreement that you become a party to regardless of whether you use information provided by the NACB to assist you in making such decisions or entering into such agreement.

11.  Release and Indemnity

To the fullest extent permitted by applicable law, you release the NACB, its employees, and agents from responsibility, liability, claims, demands, and/or damages (actual and consequential) of every kind and nature, known and unknown, arising out of or related to your affiliation and the acts or omissions of third parties. You expressly waive any rights you may have under California Civil Code § 1542 as well as any other statute or common law principles that would otherwise limit the coverage of this release to include only those claims which you may know or suspect to exist in your favor at the time of agreeing to this release.

You agree to hold harmless and indemnify the NACB, its employees, and agents against all claims, damages and costs (including reasonable attorneys’ fees and disbursements), direct or indirect, arising out of your application to become or status as an NACB Affiliate, except for such claims, damages and costs resulting from any actions by the NACB constituting gross negligence, fraud, willful misconduct or unlawful conduct or a breach of the terms of the Agreement.

12.  Dispute Resolution; Binding Arbitration

Please read the following section carefully because it requires you to arbitrate certain disputes and claims with NACB and limits the manner in which you can seek relief from us.

Except for small claims disputes in which you or NACB seek to bring an individual action in small claims court located in the county of your billing address or disputes in which you or NACB seeks injunctive or other equitable relief for the alleged unlawful use of intellectual property, you and NACB waive your rights to a jury trial and to have any dispute arising out of or related to these Terms or affiliation with the NACB resolved in court. Instead, all disputes arising out of or relating to these Terms and Conditions will be resolved through confidential binding arbitration held in Washington, D.C. in accordance with the Streamlined Arbitration Rules and Procedures ("Rules") of the Judicial Arbitration and Mediation Services ("JAMS"), which are available on the JAMS website and hereby incorporated by reference. You either acknowledge and agree that you have read and understand the rules of JAMS or waive your opportunity to read the rules of JAMS and any claim that the rules of JAMS are unfair or should not apply for any reason.

You and NACB agree that any dispute arising out of or related to these Terms and Conditions or your affiliation with the NACB is personal to you and NACB and that any dispute will be resolved solely through individual arbitration and will not be brought as a class arbitration, class action or any other type of representative proceeding.

You and NACB agree that any dispute arising out of or related to these Terms and Conditions or your affiliation with the NACB is personal to you and NACB and that any dispute will be resolved solely through individual arbitration and will not be brought as a class arbitration, class action or any other type of representative proceeding. You and the NACB agree that these Terms and Condition and your affiliation with the NACB affect interstate commerce and that the enforceability of this Section 12 will be substantively and procedurally governed by the Federal Arbitration Act, 9 U.S.C. § 1, et seq. (the "FAA"), to the maximum extent permitted by applicable law. As limited by the FAA, these Terms and the JAMS Rules, the arbitrator will have exclusive authority to make all procedural and substantive decisions regarding any dispute and to grant any remedy that would otherwise be available in court; provided, however, that the arbitrator does not have the authority to conduct a class arbitration or a representative action, which is prohibited by these Terms. The arbitrator may only conduct an individual arbitration and may not consolidate more than one individual’s claims, preside over any type of class or representative proceeding or preside over any proceeding involving more than one individual. You and NACB agree that for any arbitration you initiate, you will pay the filing fee and NACB will pay the remaining JAMS fees and costs. For any arbitration initiated by NACB, NACB will pay all JAMS fees and costs. You and NACB agree that the local and federal courts of Colorado. have exclusive jurisdiction over any appeals and the enforcement of an arbitration award.

ANY CLAIM ARISING OUT OF OR RELATED TO THESE TERMS OR YOUR AFFILIATION WITH THE NACB MUST BE FILED WITHIN ONE YEAR AFTER SUCH CLAIM AROSE; OTHERWISE, THE CLAIM IS PERMANENTLY BARRED, WHICH MEANS THAT YOU AND NACB WILL NOT HAVE THE RIGHT TO ASSERT THE CLAIM.

You have the right to opt out of binding arbitration within thirty (30) days of the date you first accepted the terms of this section by emailing info@nacb.com. In order to be effective, the opt out notice must include your full name and clearly indicate your intent to opt out of binding arbitration. By opting out of binding arbitration, you are agreeing to resolve Disputes in accordance with Section 10.

13.  Governing Law

These Terms and your affiliation with the NACB will be governed by and construed and enforced in accordance with the laws of Colorado, without regard to conflict of law rules or principles (whether of Colorado or any other jurisdiction) that would cause the application of the laws of any other jurisdiction. Any dispute between the parties that is not subject to arbitration or cannot be heard in small claims court will be resolved in the local or federal courts of Colorado.

14.  Changes to These Terms and Conditions

We may make changes to these Terms and Conditions from time to time. If we make changes, we will post the amended Terms and Conditions and update the “Last Updated” date above. We may also attempt to notify you by sending an email notification or other means of communication. Unless we say otherwise in our notice, the amended Terms and Conditions will be effective immediately and your continued affiliation after we provide notice will confirm your acceptance of the changes.

15.  Miscellaneous

The failure of NACB to exercise or enforce any right or provision of these and Conditions will not operate as a waiver of such right or provision. The section titles in these Terms are for convenience only and have no legal or contractual effect. Except as otherwise provided herein, these Terms are intended solely for the benefit of the parties and are not intended to confer third party beneficiary rights upon any other person or entity.

16.  Binding Effect

The foregoing Terms and Conditions shall be binding upon and inure to the benefit of the NACB and the NACB Affiliate as well as their respective successors and permitted assigns.