Welcome to the Terms
and Conditions (the “Terms”) of Weedmaps’ High Honor
Roll (the “Program”). These Terms are a legally binding
contract between Ghost Management Group, LLC or its applicable
affiliate that operates the Program (“Weedmaps”, “us”,
“we” or “our”), on the one hand, and you and your successors
and heirs (“you” or “your”), on the other hand (collectively,
the “Parties”). Your agreement to these Terms is an
express condition of your application and acceptance to, and
participation in, the Program.
By clicking agree, you agree to
be bound by these Terms, the Weedmaps
Terms of Use, and the Weedmaps
Privacy Policy.
By applying to and participating in the Program, you agree that the Weedmaps Privacy Policy (which may be updated from time to time) governs Weedmaps’ collection and use of your personal information. Registration data and certain other information about you is subject to our Privacy Policy. For more information, please make sure that you review our Privacy Policy. You understand that through your application to and participation in the Program, you consent to the collection and use (as set forth in the Privacy Policy) of this information, including the transfer of information to the United States for storage, processing and use by Weedmaps.
We reserve the right to make changes to these Terms or our Privacy Policyfrom time to time. When we make material changes to these Terms or our Privacy Policy, we will notify you by sending you an e-mail communication to the e-mail address you most recently provided to us. Continued participation in the Program following any applicable notice of such material changes shall indicate your acknowledgement of such changes and agreement to be bound by the terms and conditions of such changes.
You will be responsible for promoting Weedmaps on and off campus through word of mouth and social media. You will be given Weedmaps branded merchandise (e.g.., lanyards, stickers, bandanas), a shareable discount code to the Weedmaps online apparel store (store.weedmaps.com), and educational material related to cannabis to assist you with your responsibilities. You will also be given a unique URL that leads to the download page for the Weedmaps app to share with your friends and family. You will be awarded with Weedmaps branded merchandise for every twenty (20) first-time app downloads you generate through your unique URL.
The Program is open to United States residents age twenty-one (21) and up who are actively enrolled in a higher education program such as but not limited to junior colleges, universities, vocational schools, and technical colleges.
Your agreement to these Terms and participation in the Program does not constitute a hiring by Weedmaps. It is the Parties’ intention that you shall be an independent contractor and not be an employee for any purpose, including, but not limited to, the application of the Federal Insurance Contribution Act, the Social Security Act, the Federal Unemployment Tax Act, the provisions of the Internal Revenue Code, the State Revenue and Taxation Code relating to income tax withholding at the source of income, the Workers’ Compensation Insurance Code, 401(k) and other benefit payments and third party liability claims. You shall retain sole and absolute discretion in the manner and means of carrying out your activities and responsibilities under these Terms. Your participation in the Program shall not be considered or construed to be a partnership or joint venture with Weedmaps, and Weedmaps shall not be liable for any obligations incurred by you unless specifically authorized in writing by an authorized representative of Weedmaps. You shall not act as an agent of Weedmaps, ostensibly or otherwise, nor bind Weedmaps in any manner, unless specifically authorized to do so in writing by an authorized representative of Weedmaps.
Nothing in these Terms shall preclude you from pursuing other business activities, so long as such activities do not (a) conflict or interfere with your obligations hereunder; (b) conflict with Weedmaps’ interests; or (c) violate any provision of these Terms. Further, nothing in these Terms shall grant you any exclusive relationship with Weedmaps.
While participating in the Program, you shall not engage in any work which creates a conflict of interest with Weedmaps. Without limiting the foregoing, your provision of any services to or on behalf of any technology, media, distribution or logistics company in the cannabis industry (including any cannabis dispensary finder, analytics, or recommendation service or platform, any cannabis brand finder, analytics, or recommendation service or platform, or any cannabis strain finder, analytics, or recommendation service or platform), shall be deemed to be a conflict of interest for purposes of these Terms. Before engaging in an activity which may give rise to a conflict with Weedmaps or the perception of such conflict of interest, you shall disclose to Weedmaps your contemplated activity and obtain Weedmaps’ express written approval before proceeding (which Weedmaps may refuse to provide in its sole discretion). You shall immediately notify Weedmaps of all violations of this provision upon becoming aware of such violation.
The Terms shall be
in full force and effect until either Party elects to terminate your
participation in the Program pursuant to these Terms. Either Party
may terminate
your participation in the Program immediately at
any time and for any reason, upon written notice to the other Party.
By applying to and participating in the Program, you consent to receiving certain communications from Weedmaps electronically. Weedmaps will communicate with you in a variety of ways, including, without limitation, by e-mail, text, or phone. By participating in the Program, you willingly and knowingly agree that all contracts, notices, disclosures, agreements, and other communications that Weedmaps provides to you electronically satisfy any legal requirement that such communications be in writing.
You represent and warrant that (a) you are able to comply with all requirements set forth in these Terms and meet all requirements to participate in the Program; (b) you will not violate any intellectual property rights of any third party while participating in the Program; and (c) your participation in the Program will be in full compliance with all applicable law, regulations, and agency guidelines. If any of the above representations becomes untrue or you fail to fulfill any of the above warranties, you will promptly take all necessary actions to bring yourself into compliance with the representations and warranties.
Weedmaps Intellectual Property. All intellectual property provided
to you by or on behalf of Weedmaps, in any form whatsoever, which is
owned by or licensed to Weedmaps prior to being provided to you,
shall remain the property of Weedmaps (“Weedmaps Intellectual
Property”).
You shall acquire no right, title or
interest in the Weedmaps Intellectual Property as a result of your
participation in the Program.
Weedmaps hereby grants you a
limited, royalty-free license to the Weedmaps Intellectual Property
for purposes of participating in the Program and fulfilling your
obligations pursuant to these Terms.
Individual Intellectual Property. You shall retain ownership of any
intellectual property you own or control that (a) was developed prior
to your participation in the Program or (b) was not developed by you
in connection with or for use in the Program (“Individual Intellectual Property”). You hereby grant to Weedmaps
a
limited, royalty-free license to the Individual Intellectual Property
for purposes of promoting the Program. Weedmaps may use your name or
likeness for any purpose related to any of the businesses of Weedmaps
or any of its affiliates, including for marketing and advertising
purposes, at any time during the course of your participation in the
Program and, if your name or likeness is incorporated or otherwise
used in any media content, including any photo or video (whether
print, digital or otherwise), which was captured, created or produced
during the course of your participation in the Program, following the
termination of
your participation in the Program with respect
to such media content.
Assistance.
You agree
to provide all assistance reasonably requested by
Weedmaps in the preservation and enforcement of Weedmaps’
copyright, trademark, trade secret, and any other proprietary
interests, including executing documents, testifying, and all similar
activity.
Indemnification. You agree that you are liable for and will indemnify, defend and hold Weedmaps (including all of its officers, directors, employees, contractors and agents) harmless from and against any and all claims, demands, causes of action, damages, liabilities, losses, costs and expenses, including attorneys’ fees (collectively, the “Claims”), arising out of, incident to, or resulting from (a) any acts of negligence or willful misconduct you engage in during the course of your participation in the Program; (b) any breach by you of any of your warranties, representations or obligations under these Terms, except, in each case, to the extent that such Claims were caused by the gross negligence or willful misconduct of Weedmaps; or (c) any breach by you of your confidentiality obligations pursuant to Section 13.
Limitation of Liability. Weedmaps’ aggregate liability with respect to any Claims brought by you or any third party that are related to the Program shall in no event exceed the aggregate value of consideration (including the value of any merchandise) actually given by Weedmaps to you (excluding any out-of-pocket expenses or reimbursements) pursuant to these Terms during the twelve (12) month period prior to the event causing such liability.
EXCEPT IN THE CASE OF YOUR GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OR IN THE EVENT OF YOUR BREACH OF THE CONFIDENTIALITY OBLIGATIONS PURSUANT TO SECTION 13 OR YOUR INDEMNIFICATION OBLIGATIONS PURSUANT TO SECTION 12, NEITHER PARTY SHALL, UNDER ANY CIRCUMSTANCES, BE LIABLE TO THE OTHER PARTY FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, PUNITIVE, EXEMPLARY OR SPECIAL DAMAGES OF ANY NATURE WHATSOEVER, EVEN IF THE OTHER PARTY WAS APPRISED OF THE LIKELIHOOD OF SUCH DAMAGES OCCURRING.
Confidential Information. “Confidential Information” means all information disclosed by Weedmaps pursuant to these Terms that should reasonably be understood by you, because of legends or other markings, the circumstances of disclosure, or the nature of the information itself, to be proprietary and confidential to Weedmaps. Confidential Information does not include any information from Weedmaps that: (a) was publicly known at the time of Weedmaps’ communication thereof to you; (b) becomes publicly known through no action or fault of yours; (c) was in your possession free of any obligation of confidence at the time of Weedmaps’ communication thereof; (d) is developed by you independently of and without reference to any of Weedmaps’ Confidential Information; or (e) is rightfully obtained by you from third parties authorized to make such disclosure without restriction.
Obligations. During your participation in the Program and thereafter for the longer of: (a) three (3) years; or (b) the longest time permitted by applicable law following such time, you shall (i) not use any Confidential Information for your own benefit; and (ii) shall keep confidential and shall not publish or otherwise disclose to any third party any Confidential Information, except, in each case, to the extent such disclosure or use: (x) is expressly permitted by the Terms or is reasonably necessary for the performance of, or the exercise of Weedmaps’ rights under, these Terms; or (y) is required to be disclosed pursuant to applicable law in response to a valid order of a court of competent jurisdiction or other governmental or regulatory body; provided, however, that prior to disclosing any such information you shall first have given notice to Weedmaps and given Weedmaps a reasonable opportunity to quash such order or to obtain a protective order or confidential treatment of such Confidential Information. Notwithstanding the foregoing, the provisions ofthese Terms shall continue indefinitely with regard to any Confidential Information which is a trade secret of Weedmaps until such time as such Confidential Information ceases to be a trade secret (or for the period set forth in clauses (a) and (b) above, whichever is longer). For the avoidance of doubt, the Weedmaps Intellectual Property and all information, data, schematics and other information generated on Weedmaps’ behalf during the course your participation in the Program shall be deemed the Confidential Information of Weedmaps. Notwithstanding the foregoing nondisclosure obligations, pursuant to 18 U.S.C. Section 1833(b),you shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that is made: (1) in confidence to a federal, state or local government official, either directly or indirectly, or to an attorney, and solely for the purpose of reporting or investigating a suspected violation of law; or (2) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.
Returning Weedmaps Documents. Upon termination of your participation in the Program, you will return to Weedmaps all copies of any Confidential Information you have (or, in the case of saved emails, will certify to Weedmaps in writing that all such emails and attachments have been deleted).
Mandatory
Disclosure. In the event of any disclosure (including any
suspected disclosure) or loss of, inability to account for, or
unauthorized access to any Confidential Information,
you must
(a) notify Weedmaps promptly upon becoming aware of such disclosure
(or suspected disclosure) or loss, and (b) take any actions
reasonably requested by, and provide all reasonable cooperation with,
Weedmaps to minimize the disclosure or loss and mitigate any damage
associated with such disclosure or loss.
These Terms shall be interpreted, construed, and enforced in the English language and in accordance with the local law of the State of California, United States of America. Subject to Section 15, the Parties agree that any claim asserted in any legal proceeding by one Party against the other shall be commenced and maintained in any state or federal court located within the County of Orange, State of California, United States of America, which shall have exclusive jurisdiction with respect to the dispute between the Parties. Both Parties hereby submit to the jurisdiction of such courts over each of them personally in connection with such litigation, and waive any objection to venue in such courts and any claim that such forum is an inconvenient forum.
General. The Parties agree that any dispute, claim or controversy arising out of or relating to these Terms or the breach, termination, enforcement, interpretation or validity thereof (collectively, the “Disputes”) will be settled by binding arbitration, except that each Party retains the right to bring an individual action in small claims court and the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of a Party’s copyrights, trademarks, trade secrets, patents or other intellectual property rights. You acknowledge and agree that the Parties are each waiving the right to a trial by jury or to participate as a plaintiff in any purported class action or representative proceeding. Further, unless both Parties otherwise agree in writing, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of any class or representative proceeding. If this specific paragraph is held unenforceable, then the entirety of this Section will be deemed void. Except as provided in the preceding sentence, this Section will survive any termination of these Terms.
Arbitration Rules Governing Law. The arbitration will be administered by the American Arbitration Association (“AAA”) in accordance with the Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes (the “AAA Rules”) then in effect, except as modified by this Section (the AAA Rules are available at adr.org or by calling the AAA at 1-800-778-7879). The Federal Arbitration Act will govern the interpretation and enforcement of this Section.
Arbitration Process. A Party who desires to initiate arbitration must provide the other Party with a written Demand for Arbitration as specified in the AAA Rules. If needed, the AAA provides a form Demand for Arbitration and additional forms at adr.org. The arbitrator will be either a retired judge or an attorney licensed to practice law in the state where the arbitration will be conducted and will be selected by the parties from the AAA’s roster of arbitrators. If the parties are unable to agree upon an arbitrator within seven (7) days of delivery of the Demand for Arbitration, then the AAA will appoint the arbitrator in accordance with the AAA Rules.
Arbitration Location & Procedure. Unless the Parties otherwise agree, the arbitration will be conducted in the County of Los Angeles, State of California, United States of America. If your claim does not exceed $10,000, then the arbitration will be conducted solely on the basis of documents the Parties submit to the arbitrator, unless you request a hearing or the arbitrator determines that a hearing is necessary. If your claim exceeds $10,000, your right to a hearing will be determined by the AAA Rules. Subject to the AAA Rules, the arbitrator will have the discretion to direct a reasonable exchange of information by the parties, consistent with the expedited nature of the arbitration.
Arbitrator’s Decision. The arbitrator will render an award within the time frame specified in the AAA Rules. The arbitrator’s decision will include the essential findings and conclusions upon which the arbitrator based the award. Judgment on the arbitration award may be entered in any court having jurisdiction thereof. The arbitrator’s award damages must be consistent with the terms of Section 12 above as to the types and the amounts of damages for which a Party may be held liable. The arbitrator may award declaratory or injunctive relief only in favor of the claimant and only to the extent necessary to provide relief warranted by the claimant’s individual claim. The prevailing party in arbitration will be entitled to an award of attorneys’ fees and expenses, to the extent provided under applicable law.
Fees.
Your
responsibility to pay any AAA filing, administrative, and arbitrator
fees will be solely as set forth in the AAA Rules.
Nothing in these Terms is intended to limit any remedy of Weedmaps under the California Uniform Trade Secrets Act or other federal or state law, violation of which could result in criminal and civil actions resulting in imprisonment and substantial monetary liability if you misappropriate Weedmaps’ trade secrets. Your obligations under these Terms are of a unique character that gives them particular value; your breach of any of such obligations will result in irreparable and continuing damage to Weedmaps for which there will be no adequate remedy at law; and, in the event of such breach, Weedmaps will be entitled to injunctive relief and/or a decree for specific performance, and such other and further relief as may be proper (including monetary damages if appropriate).
Neither Party may assign these its agreement to these Terms or any of its rights or obligations under these Terms, whether by operation of law or otherwise and whether in whole or in part, without the other Party’s prior written consent. Notwithstanding the foregoing, Weedmaps may assign its agreement to these Terms or any of its rights or obligations under these Terms, in whole or in part, to its affiliates or in connection with the sale of all or substantially all of Weedmaps’ assets (whether by merger, consolidation, sale of equity interests, sale of assets or otherwise). Any assignment or delegation in violation of this section shall be void. The Terms shall be binding upon and inure to the benefit of the permitted successors and assigns of the Parties.
In accordance with Weedmaps’ current guidelines, you will not use Weedmaps’ or its affiliates’ names, trademarks or logos for any purpose beyond the scope of your participation in the Program, without the prior written approval of Weedmaps, which can be withheld and withdrawn in Weedmaps’ sole discretion. You acknowledge that this Section is a material provision to Weedmaps and further acknowledges that remedies at law may be inadequate to protect Weedmaps against breach of this provision. You hereby agree in advance that Weedmaps will be entitled to the granting of injunctive relief in its favor without proof of actual damages in the event of your breach of this provision. Such remedy will not be deemed to be the exclusive remedy for any breach of these Terms, but will be in addition to all other remedies at law or in equity available to Weedmaps. Furthermore, during and after your participation in the Program, you will not orally or in writing make any negative or disparaging statements regarding Weedmaps or its affiliates or their respective owners, members, managers, directors, officers, employees or representatives.
Neither Party shall be deemed to have waived its rights under these Terms unless such waiver is in writing and signed by such Party. Such waiver by one Party of a breach of any provision of these Terms by the other Party shall not be deemed to be a waiver of any subsequent or continuing breach of such provision or of the breach of any other provision of these Terms by that other Party. Any delay or omission on the part of any Party in the exercise of its strict rights hereunder will not impair those rights nor will it constitute a renunciation or waiver of those rights. All rights, remedies, undertakings, obligations and agreements contained in these Terms shall be cumulative, and none of them shall be a limitation of any other right, remedy, undertaking, obligation, or agreement of any of the Parties.
These Terms set forth the entire agreement and understanding between the Parties relating to the subject matter herein and merges all prior discussions between the Parties.
These Terms set forth the entire agreement and understanding between the Parties relating to the subject matter herein and merges all prior discussions between the Parties.
These Terms set forth the entire agreement and understanding between the Parties relating to the subject matter herein and merges all prior discussions between the Parties.
Except to the extent otherwise set forth herein, these Terms shall in no way be construed to (a) preclude in any way either Party from pursuing any other business opportunities; (b) establish any relationship between Weedmaps and you with respect to such business opportunities; or (c) establish any relationship between Weedmaps and you with respect to the Program that is the subject of these Terms.
These Terms do not and are not intended to confer any rights or remedies upon any person other than you and Weedmaps.
In the event any provision of these Terms is held to be illegal, invalid or unenforceable, such provision shall be limited or eliminated to the minimum extent necessary so that these Terms otherwise remains in full force and effect.
Except where the context otherwise requires, wherever used, the singular shall include the plural, the use of any gender shall be applicable to all genders and the word “or” is used in the inclusive sense (and/or). Whenever the Terms refer to a number of days, unless otherwise specified, such number refers to calendar days. The captions and headings of the Terms are for convenience of reference only and in no way define, describe, extend, or limit the scope or intent of the Terms or the intent of any provision contained in the Terms. The term “including,” “include,” or “includes” as used herein shall mean including, without limiting the generality of any description preceding such term. The language of the Terms shall be deemed to be the language mutually chosen by the Parties and no rule of strict construction shall be applied against either Party hereto
The section titles in these Terms are for convenience only and have no legal or contractual effect.