NATIONAL ASSOCIATION OF CANNABIS BUSINESSES TERMS OF SERVICE

Last Updated: January 22, 2018

These Terms of Service (“Terms”) apply to your access to and use of the websites and any online interface (collectively, our “Services”) provided by the National Association of Cannabis Businesses (“NACB” or “we”). The NACB is a self-regulatory organization dedicated to the promotions of transparency, legal compliance and responsible business practices for the cannabis industry. By using the Services, you agree to these Terms. If you do not agree to these Terms, including the mandatory arbitration provision and class action waiver in Section 12, do not access or use our Services.

Please refer to our Privacy Policy for information about how we collect, use and disclose information about you.

In addition to these Terms, we may ask you to accept additional terms that apply to membership or specific features, products or services provided by the NACB. To the extent any additional terms conflict with these Terms, the additional terms govern with respect to membership or your access to or use of the applicable feature, product or service.

If you have any questions about these Terms or our Services, please contact us at info@nacb.com or 877-225-6662.

1. Eligibility

You must be at least 21 years of age to access or use our Services. If you are accessing or using our Services on behalf of another person or entity, you represent that you are authorized to accept these Terms on that person or entity’s behalf and that the person or entity agrees to be responsible to us if you or the other person or entity violates these Terms.

2. Acceptable Use

You agree that you will, at all times, provide true, accurate, current, authorized and complete information when submitting information or materials through the Services. If any false, inaccurate, untrue, unauthorized or incomplete information is submitted by you, the NACB reserves the right to terminate your access to and use of the Services. As a condition of use, you agree not to use (and not to cause or permit any third party to use) the Services for any purpose that is prohibited by these Terms or by applicable law. You will not violate any applicable law, contract, intellectual property or other third-party right or commit a tort, and you are solely responsible for your conduct while accessing or using our Services. You will not:

  1. Engage in any harassing, threatening, intimidating, predatory or stalking conduct;
  2. Use or attempt to use another user’s account without authorization from that user;
  3. Use our Services in any manner that could interfere with, disrupt, negatively affect or inhibit other users from fully enjoying our Services or that could damage, disable, overburden or impair the functioning of our Services in any manner;
  4. Provide or submit any information that you do not have the right to make available under any law or under contractual or fiduciary relationships (such as, but not limited to, inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements) or that infringes any patent, trademark, trade secret, copyright or other proprietary rights of any party;
  5. Reverse engineer any aspect of our Services or do anything that might discover source code or bypass or circumvent measures employed to prevent or limit access to any part of our Services;
  6. Attempt to circumvent any content-filtering techniques we employ or attempt to access any feature or area of our Services that you are not authorized to access;
  7. Develop or use any third-party applications that interact with our Services without our prior written consent, including any scripts designed to scrape or extract data from our Services;
  8. Use any robot, spider, crawler, scraper or other automated means or interface not provided by us to access the Services or to extract data;
  9. Use our Services for any illegal or unauthorized purpose, or engage in, encourage or promote any activity that violates these Terms.

3. Limited License; Copyright and Trademark

Our Services and the text, graphics, images, photographs, videos, illustrations, trademarks, trade names, service marks, logos, slogans and other content contained therein (collectively, the “NACB Content”) are owned by or licensed to the NACB and are protected under both United States and foreign laws. Except as explicitly stated in these Terms, the NACB and our licensors reserve all rights in and to our Services and NACB Content. You are hereby granted a limited, nonexclusive, nontransferable, non-sublicensable, revocable license to access and use our Services and NACB Content for your own personal and business use; however, such license is subject to these Terms and does not include any right to (a) sell, resell or commercially use our Services or NACB Content; (b) copy, reproduce, distribute, publicly perform or publicly display NACB Content, except as expressly permitted by us or our licensors; (c) modify NACB Content, remove any proprietary rights notices or markings, or otherwise make any derivative uses of our Services or NACB Content; (d) use any data mining, robots or similar data gathering or extraction methods; and (e) use our Services or NACB Content other than for their intended purposes. Any use of our Services or NACB Content other than as specifically authorized herein, without our prior written permission, is strictly prohibited and will terminate the license granted herein.

4. No Legal, Investment or Tax Advice

You agree that the 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 the NACB. Additionally, you agree that the NACB is not a financial or estate planner, investment or tax advisor. Neither the NACB nor the Services are intended to provide any financial planning, investment, legal, or tax advice.

Portions of the Services may contain general regulatory information regarding the cannabis industry, but you are solely responsible for determining whether a course of conduct is right for you. The NACB does not, through its Services 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 the Services to assist you in making such decisions or entering into such agreement.

5. Usernames and Passwords

Certain features and areas of the Services are available only with a registered username and password. You are responsible for taking reasonable steps to maintain the confidentiality of your username and password. You agree to promptly notify the NACB of any unauthorized use of your username, password or other account information, or of any other breach of security that you become aware of involving your account. If you permit others to use your account credentials, you are responsible for the activities of such users that occur in connection with your account. We are not liable for any harm caused by or related to the theft, misappropriation, disclosure, or unauthorized use of your username and password.

6. Third Party Content

We may provide links to third-party websites, apps, mobile services or other third-party services and we may also display, link to or otherwise make available third-party content, data advertisements, promotions, or materials (collectively, “Third Party Content”) through the Services. We do not control, endorse or adopt any Third Party Content, and do not make any representations or warranties regarding any Third Party Content, including its accuracy or completeness. You agree that your interactions with third parties providing Third Party Content are solely between you and such third parties, and the NACB is not responsible or liable in any manner for such interactions or Third Party Content.

7. Feedback

Any questions, comments, suggestions, ideas, original or creative materials or other information you submit about the NACB or our products or Services (collectively, “Feedback”), is non-confidential and will become the sole property of the NACB. We will own exclusive rights, including, without limitation, all intellectual property rights, in and to Feedback and will be entitled to the unrestricted use and dissemination of Feedback for any purpose, commercial or otherwise, without acknowledgment or compensation to you.

8. Indemnification

To the fullest extent permitted by applicable law, you will indemnify, defend and hold harmless the NACB and our officers, directors, agents, partners and employees (individually and collectively, the “NACB Parties”) from and against any loss, liability, claim, demand, damages, expenses or costs (“Claims”) arising out of or related to (a) your access to or use of our Services; (b) your Feedback; (c) your violation of these Terms; (d) your violation, misappropriation or infringement of any rights of another (including intellectual property rights or privacy rights); or (e) your conduct in connection with our Services. You agree to promptly notify the NACB Parties of any third party Claims, cooperate with the NACB Parties in defending such Claims and pay all fees, costs and expenses associated with defending such Claims (including, but not limited to, attorneys’ fees). You also agree that the NACB Parties will have control of the defense or settlement of any third party Claims. This indemnity is in addition to, and not in lieu of, any other indemnities set forth in a written agreement between you and the NACB or the other NACB Parties.

9. Disclaimers

We do not control, endorse or take responsibility for any Third Party Content available on or linked to by our Services. Your use of our Services is at your sole risk. Our Services are provided “as is” and “as available” without warranties of any kind, either express or implied, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, title and non-infringement. In addition, the NACB does not represent or warrant that our Services are accurate, complete, reliable, current or error-free. While the NACB attempts to make your access to and use of our Services safe, we cannot and do not represent or warrant that our Services or servers are free of viruses or other harmful components. You assume the entire risk as to the quality and performance of the Services.

10. Limitation of Liability

The NACB and the other NACB Parties will not be liable to you under any theory of liability—whether based in contract, tort, negligence, strict liability, warranty, or otherwise—for any indirect, consequential, exemplary, incidental, punitive or special damages or lost profits, even if the NACB or the other NACB Parties have been advised of the possibility of such damages.

The total liability of the NACB and the other NACB Parties, for any claim arising out of or relating to these Terms or our Services, regardless of the form of the action, is limited to $100. The limitations set forth in this section will not limit or exclude liability for the gross negligence, fraud or intentional misconduct of the NACB or the other NACB Parties or for any other matters in which liability cannot be excluded or limited under applicable law. Additionally, some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, so the above limitations or exclusions may not apply to you.

11. Release

To the fullest extent permitted by applicable law, you release the NACB and the other NACB Parties from responsibility, liability, claims, demands and/or damages (actual and consequential) of every kind and nature, known and unknown (including, but not limited to, claims of negligence), arising out of or related to disputes between users 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.

12. Transfer and Processing Data

By accessing or using our Services, you consent to the processing, transfer and storage of information about you in and to the United States and other countries, where you may not have the same rights and protections as you do under local law.

13. Dispute Resolution; Binding Arbitration

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

Except for small claims disputes in which you or the 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 the NACB seeks injunctive or other equitable relief for the alleged unlawful use of intellectual property, you and the NACB waive your rights to a jury trial and to have any dispute arising out of or related to these Terms or our Services resolved in court. Instead, all disputes arising out of or relating to these Terms or our Services 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 the NACB agree that any dispute arising out of or related to these Terms or our Services is personal to you and the 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 affect interstate commerce and that the enforceability of this Section 13 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 the NACB agree that for any arbitration you initiate, you will pay the filing fee and the NACB will pay the remaining JAMS fees and costs. For any arbitration initiated by the NACB, the NACB will pay all JAMS fees and costs. You and the 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 our Services must be filed within one year after such claim arose; otherwise, the claim is permanently barred, which means that you and the 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 13 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 14.

14. Governing Law and Venue

These Terms and your access to and use of our Services 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.

15. Changes to these Terms

We may make changes to these Terms from time to time. If we make changes, we will post the amended Terms to our Services and update the “Last Updated” date above. We may also attempt to notify you by sending an email notification or providing notice through our Services. Unless we say otherwise in our notice, the amended Terms will be effective immediately and your continued access to and use of our Services after we provide notice will confirm your acceptance of the changes. If you do not agree to the amended Terms, you must stop accessing and using our Services.

16. Termination

We reserve the right, without notice and in our sole discretion, to terminate your right to access or use our Services. We are not responsible for any loss or harm related to your inability to access or use our Services.

17. Severability

If any provision or part of a provision of these Terms is unlawful, void or unenforceable, that provision or part of the provision is deemed severable from these Terms and does not affect the validity and enforceability of any remaining provisions.

18. Miscellaneous

These Terms constitute the entire agreement between you and the NACB relating to your access to and use of our Services. The failure of the NACB to exercise or enforce any right or provision of these Terms 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.