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Market Greens - Terms Of Use

Last Updated June 28, 2019

1.   GENERAL STATEMENTS ON TERMS OF USE

These Terms of Use (hereinafter, these “Terms”) are a legally binding contract between Market Greens, LLC or its applicable affiliate that owns or controls the Internet site located at www.marketgreens.com (the “Site”) or provides the applicable services that you may be accessing or using (“Market Greens”, “us”, “we” or “our”), on the one hand, and you and your successors and heirs and (if applicable) the corporate entity you represent (“you” or “your”), on the other hand.

By accessing or using the Site, any services provided in connection with the Site, applications and software provided online through or in connection with such services, including through a mobile device (collectively, the “Services”), you signify that you have read, understood, and agree to be bound by these Terms.  Whether or not you are a registered user of the Services, by accessing the Site or using the Services you agree to these Terms and agree that you are responsible for compliance with all applicable laws, statutes, ordinances and regulations (collectively, “Applicable Laws”) regarding your use of the Site and the Services.  If you do not agree with any of these Terms, you are prohibited from accessing the Site or using the Services.  Any future release, update, or other addition to functionality of the Site or the Services shall be subject to these Terms.

By using the Site, you represent and warrant that (1) you agree to comply with these Terms and have the legal capacity to do so;  (2) you are no less than the legal age for the Site and the Services based on the applicable regulations of your state or other governmental entities (“Qualifying Age”); (3) you will not access the Site through automated or non-human means, whether through a bot, script, or otherwise; (4) you will not use the Site for any illegal or unauthorized purpose; and (5) your use of the Site will not violate any Applicable Laws.

2.   CHANGES TO THESE TERMS

We may, in our sole and absolute discretion and without notice (a) revise these Terms; (b) modify the Site and the Services; and/or (c) discontinue the Site or the Services at any time or from time to time.  If we do this, we will post the amended Terms on this page and indicate at the top of the page the date these Terms was last revised. Your continued use of the Site or the Services after any such changes constitutes your acceptance of the new Terms. It is your responsibility to review these Terms periodically, and if at any time you find these Terms unacceptable, do not use or access (or continue to use or access) the Site or the Services.

3.   PRIVACY POLICY

By accessing or using the Site or the Services, you agree that the Market Greens Privacy Policy (the “Privacy Policy”), which is available on the Site and may be updated from time to time, governs our collection and use of your personal information. Registration data and certain other information about you is subject to the Privacy Policy. For more information, please make sure that you review the Privacy Policy. You understand that through your access or use of the Site and the Services, you consent to the collection and use of this information as set forth in the Privacy Policy.

4.   RIGHTS TO USE THE SITE AND THE SERVICES

These Terms will remain in full force and effect while you use the Site or the Services. We may suspend or terminate your rights to use the Site and/or the Services at any time for any reason at our sole discretion, including for any use of the Site or the Services in violation of these Terms. You understand that any such termination may involve deletion of your user content associated with our Site and the Services. We will not have any liability whatsoever to you for any suspension or termination of your rights to use the Site and/or the Services, or deletion of your user content.

5.   INTELLECTUAL PROPERTY RIGHTS

Unless otherwise indicated, the Site is our proprietary property and all source code, databases, functionality, software, website designs, audio, video, text, photographs, and graphics on the Site (collectively, the “Content”) and the trademarks, service marks, and logos contained therein (the “Marks”) are owned or controlled by us or licensed to us, and are protected by copyright and trademark laws and various other intellectual property rights and unfair competition laws of the United States, foreign jurisdictions, and international conventions. The Content and the Marks are provided on the Site “AS IS” for your information and personal use only. Except as expressly provided in these Terms, no part of the Site and no Content or Marks may be copied, reproduced, aggregated, republished, uploaded, posted, publicly displayed, encoded, translated, transmitted, distributed, sold, licensed, or otherwise exploited for any commercial purpose whatsoever, without our express prior written permission.

6.   ELIGIBILITY

The Site and the Services are intended solely and only available to individuals who are no less than Qualifying Age who can willingly and knowingly enter into legally binding contracts under Applicable Laws. You may be asked to verify that you are over Qualifying Age during your use of the Site or the Services and you hereby agree that you shall not misrepresent your age. Without limiting the foregoing, the Site and the Services are not available to persons less than Qualifying Age or suspended members or users. You further represent that any party you invite to participate in any of the Services or related functions with you is also no less than Qualifying Age.

If you are using the Site or the Services on behalf of a business, you represent that you have the authority to bind the business to these Terms, the Privacy Policy, and any other related or pertinent agreements. The applicable business agrees to hold harmless and indemnify Market Greens and its officers, agents, and employees from any claim, suit or action arising from or related to the use of the Site or the Services or violation of these terms. If you do not have such authority, you will be held individually liable for all actions taken by you while accessing the Site and using the Services.

7.   PROHIBITED USES; USER CONDUCT

We impose certain restrictions on your permissible use of the Site and the Services. You are specifically restricted from using the Site in any way that is or may be damaging to us or to the Site; using the Site in any way that impacts user access to the Site; using the Site contrary to Applicable Laws, or in any way may cause harm to any person or business entity; engaging in any data mining, data harvesting, data extracting or any other similar activity in relation to the Site; using the Site for any purpose other than that for which we make the Site and the Services available; or using the Site to engage in any advertising or marketing or in connection with any commercial endeavor except those relating to the Services.  Except as expressly permitted by Market Greens, no part of the Site or the Services may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means.

Without limiting the foregoing, as a user of the Site, you agree not to:

(a)   Attempt to modify, reverse-engineer, decompile, or disassemble any of the source code used by Company in providing the Site or the Services;

(b)   Attempt to impersonate another user or person or use the username of another user;

(c)   Upload or transmit (or attempt to upload or to transmit) any material that acts as a passive or active information collection or transmission mechanism;

(d)   Disparage, tarnish, or otherwise harm, in our opinion, us and/or the Site;

(e)   License, sell, lease, distribute, or otherwise commercially exploit the Site or the Services; or

(f)    Access the Site or the Services in order to build a similar or competitive service.

8.     INDEMNIFICATION; RELEASE

You agree to fully indemnify, defend and hold Market Greens and our directors, officers, employees, agents, consultants and other representatives, harmless from and against any and all claims, damages, losses, costs (including reasonable attorneys’ fees) and other expenses that arise directly or indirectly out of or from (a) your breach of these Terms, (b) any allegation that any materials you transmit to the Site infringe or otherwise violate the copyright, patent, trademark, trade secret or other intellectual property or other rights of any third party, and/or (c) your activities in connection with the Site and/or the Services. We will notify you of any such claim, loss, liability, or demand; provided, that our failure to notify you shall in no way eliminate or otherwise modify our rights to indemnification hereunder.

You hereby release and forever discharge Market Greens (and our directors, officers, employees, agents, consultants, other representatives, successors, and assigns) from, and hereby waive and relinquish your rights with respect to, each and every past, present and future dispute, claim, controversy, demand, right, obligation, liability, action and cause of action of every kind and nature (including personal injuries, death, and property damage), that has arisen or arises directly or indirectly out of, or relates directly or indirectly to, any interactions with, or act or omission of, the Site or the Services. IF YOU ARE A CALIFORNIA RESIDENT, YOU HEREBY WAIVE CALIFORNIA CIVIL CODE SECTION 1542 IN CONNECTION WITH THE FOREGOING, WHICH STATES: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.”

9.   ACCOUNT INFORMATION; COMMUNICATIONS

In order to use the Services and to access some areas of the Site, you may need to create an account with us. If and when you create an account with us, you agree to (a) provide true, accurate, current and complete information about yourself as prompted by our registration form (including your job title, e-mail address, company name, company website, and/or social media information) and (b) maintain and update your information to keep it accurate, current and complete. You acknowledge that if any information provided by you is untrue, inaccurate, not current or incomplete, we reserve the right to suspend or terminate your access to the Site and use of the Services. You understand that any information you provide will be treated by us in the manner described in the Privacy Policy.

Under some circumstances, as part of the process of creating an account, you will be asked to select a username and password. We may refuse to grant you a username for any reason and at our sole discretion. You will be responsible for the confidentiality and use of your password and for all activities that are conducted through your account. You agree not to transfer or resell your use of or access to the Site to any third party. If you have reason to believe that your account with us is no longer secure, you must immediately notify us.

You agree that we may send you emails and other correspondence concerning the Services, as well as those of third parties. You may opt-out of promotional emails and other correspondence by following the unsubscribe instructions in such correspondence.

10.        DISCLAIMERS

By accessing the Site and the Services, you acknowledge that you have read and understand the legal disclaimers set forth in this section.  The Site and the Services are provided “as-is” and “as available” and we expressly disclaim, to the fullest extent permitted by Applicable Law, any warranties and conditions of any kind, whether express or implied. Without limiting the foregoing, Market Greens makes no warranty that the Site or the Services will meet your requirements, will be available on an uninterrupted, timely, secure, or error-free basis, or will be accurate, reliable, free of viruses or other harmful code, complete, legal, or safe.  You acknowledge and agree that Market Greens has no obligation to provide you with any support or maintenance in connection with the Site or the Services. 

Cannabis is a Schedule 1 Controlled Substance under the Controlled Substance Act (21 U.S.C. 802) (the “CSA”).  The cultivation, distribution, and possession of cannabis, and the aiding and abetting thereof, is a crime under the CSA and individuals are subject to arrest and/or prosecution for doing so.  Market Greens operates the Site and performs the Services in support of (a) companies that operate in accordance with applicable State and municipal laws, statutes, ordinances and regulations, including any relating to commercial cannabis cultivation, distribution or possession (collectively, “Applicable Cannabis Laws”); and (b) influencers that (i) are located in a State and municipality in which medical and/or recreational cannabis use is permissible and (ii) abide by all Applicable Cannabis Laws.

11.        LIMITATION OF LIABILITY

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL MARKET GREENS, NOR ITS DIRECTORS, OFFICERS, EMPLOYEES, CONSULTANTS OR OTHER REPRESENTATIVES, BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY LOST PROFIT OR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES ARISING FROM OR RELATING TO THESE TERMS OR YOUR USE OF, OR INABILITY TO USE, THE SITE OR THE SERVICES. ACCESS TO, AND USE OF, THE SITE AND THE SERVICES ARE AT YOUR OWN DISCRETION AND RISK. YOUR SOLE REMEDY WITH RESPECT TO THE SITE OR THE SERVICES IS TO STOP USING THE SITE OR THE SERVICES, AS APPLICABLE. MARKET GREEN’S MAXIMUM LIABILITY TO YOU FOR ALL DAMAGES, LOSSES AND CAUSES OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING, WITHOUT LIMITATION, NEGLIGENCE) OR OTHERWISE ARISING OUT OF OR RELATING IN ANY MANNER TO THE SITE AND/OR THE SERVICES, SHALL BE THE TOTAL AMOUNT PAID BY YOU FOR USE OF THE SITE AND/OR THE SERVICES. THE EXISTENCE OF MORE THAN ONE CLAIM WILL NOT ENLARGE THIS LIMIT.

12.        CHOICE OF LAW; VENUE; NO JURY TRIAL

These Terms shall be construed in accordance with and governed by the laws of the United States and the State of New York, without reference to their rules regarding conflicts of law. Except for disputes brought in small claims court, all disputes arising out of, relating to, or in connection with the Site or the Services shall be determined by arbitration in New York County, New York before one arbitrator. The arbitration shall be administered by JAMS pursuant to its Comprehensive Arbitration Rules and Procedures. Judgment on the award may be entered in any court having jurisdiction. If this arbitration provision is found unenforceable or to not apply for a given dispute, then the proceeding must be brought exclusively in a court of competent jurisdiction in New York County, New York. You hereby accept the exclusive jurisdiction of such court for this purpose.

BY AGREEING TO THESE TERMS, YOU HEREBY IRREVOCABLY WAIVE ANY RIGHT YOU MAY HAVE TO A COURT TO A COURT TRIAL (OTHER THAN SMALL CLAIMS COURT AS PROVIDED IN THIS SECTION).

13.        MISCELLANEOUS

Entire Agreement

These Terms, in addition to the Privacy Policy, constitute the entire and exclusive understanding and agreement between Market Greens and you regarding the Site and the Services, and these Terms supersede and replace any and all prior Terms for the Site or the Services.

Assignment

These Terms may not be assigned by you without the prior written approval of the Market Greens but may be assigned without your consent by Market Greens.  Any purported assignment in violation of this section shall be void.

Reservation of Rights

The failure of Market Greens to enforce any right or provision of these Terms will not constitute a waiver of future enforcement of that right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of Market Greens.  Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise.

Third-Party Beneficiary

These Terms do not and are not intended to confer any rights or remedies upon any person other than you and Market Greens.

Severability

If any of the conditions contained within these Terms shall be deemed by a court of competent jurisdiction to be invalid, void, or for any reason unenforceable, that condition shall be deemed severable and shall not affect the validity and enforceability of any remaining conditions set forth herein.

Captions

The section titles in these Terms are for convenience only and have no legal or contractual effect.