CANNALY TERMS OF USE AGREEMENT

Welcome to Cannaly ("Cannaly," "we," or "our").
By using the website located at http://cannaly.co and the related mobile website, and the related software-as-a-service product (the “SaaS”) (collectively, the “Websites”), you agree to be bound by these Terms of Use (this “Terms of Use” or “Agreement”), whether or not you register as a member of Cannaly ("Member"). If you wish to become a Member and/or make use of the service (the “Service”), please read this Agreement. If you object to anything in this Agreement or the Cannaly Privacy Policy, do not use the Service.
PLEASE READ THIS AGREEMENT CAREFULLY AS IT CONTAINS IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES AND OBLIGATIONS, INCLUDING VARIOUS LIMITATIONS AND EXCLUSIONS, AND A DISPUTE RESOLUTION CLAUSE THAT GOVERNS HOW DISPUTES WILL BE RESOLVED.
DISCLAIMER & ACKNOWLEDGMENT
YOU ACKNOWLEDGE AND AGREE THAT CANNALY IS NOT A CANNABIS COLLECTIVE, COOPERATIVE, OR DISPENSARY (A “DISPENSARY”), AND THAT CANNALY DOES NOT PRODUCE, SELL, TRANSPORT, OR DELIVER CANNABIS OR CANNABIS PRODUCTS. IT IS THE RESPONSIBILITY OF THE SELLER (AS DEFINED IN THESE TERMS OF USE) TO ENSURE THAT ITS SERVICES ARE COMPLIANT WITH FEDERAL, STATE, AND MUNICIPAL LAWS AND REGULATIONS. YOU ACKNOWLEDGE AND AGREE THAT CANNALY DOES NOT AND WILL NOT PROVIDE DELIVERY SERVICES FOR ANY ITEMS (AS DEFINED IN THESE TERMS OF USE) PURCHASED ON THE WEBSITES AND/OR SERVICE. YOU FURTHER ACKNOWLEDGE AND AGREE THAT CANNALY DOES NOT HAVE ANY RESPONSIBILITY OR LIABILITY FOR ANY DELIVERY SERVICES PROVIDED BY A SELLER OR ANY THIRD PARTY.
CANNALY WAIVES, TO THE MAXIMUM EXTENT ALLOWABLE BY LAW, ANY LIABILITY FOR THE PURCHASE, SALE, TRANSPORTATION, DELIVERY, OR USE OF ANY ITEM PURCHASED USING THE WEBSITES AND/OR SERVICE, INCLUDING WITHOUT LIMITATION ANY CANNABIS PRODUCT. YOU ARE SOLELY RESPONSIBLE FOR ENSURING THAT YOUR USE OF THE WEBSITES AND/OR SERVICE COMPLIES WITH ALL APPLICABLE FEDERAL, STATE, AND/OR MUNICIPAL LAWS AND/OR REGULATIONS.
ACKNOWLEDGMENT OF FEDERAL LAW. You expressly acknowledge and agree that use of the Websites and/or Service is subject to federal, state, and municipal law, and that such laws vary among states and municipalities. You further acknowledge and agree that marijuana is included on Schedule 1 under the United States Controlled Substances Act, and that under the federal laws of the United States (the “U.S. Laws”), manufacturing, distributing, dispensing or possession of marijuana is illegal, and that individuals are subject to arrest and/or prosecution for doing so. You further acknowledge and agree that medical use of marijuana is not recognized as a valid defense under U.S. Laws. You further acknowledge and agree that the interstate transportation of marijuana is a federal offense.
ACKNOWLEDGMENT OF CALIFORNIA LAW. You expressly acknowledge and agree that the use, possession, cultivation, transportation and distribution of cannabis is illegal in California unless all participants are acting completely within the scope of California’s medical cannabis laws as set forth in the Attorney General’s Guidelines for the Security and Non-Diversion of Marijuana Grown for Medical Use (August 2008) and the Medical Marijuana Regulation and Safety Act (consisting of AB243), AB266 and SB643 and any amendments thereto.
1. Electronic Agreement. This Terms of Use is an electronic contract that sets out the legally binding terms of your use of the Service. This Terms of Use is subject to change by Cannaly at any time, effective upon posting on the Cannaly Websites. By accessing and/or using the Service or becoming a Member, you accept this Terms of Use and agree to the terms, conditions and notices contained or referenced herein. Your continued use of the Service following Cannaly’s posting of revised terms of any section of the Terms of Use will constitute your express and binding acceptance of and consent to the revised Terms of Use.
2. Access and Retention. In order to access and retain this electronic Agreement, you must have access to the World Wide Web, either directly or through devices that access web-based content, and pay any service fees associated with such access. In addition, you must use all equipment necessary to make such connection to the World Wide Web, including a computer and modem or other access device. Please print a copy of this document for your records. To retain an electronic copy of this Agreement, you may save it into any word processing program.
3. Eligibility. You must be at least twenty-one (21) years of age. By using the Service, you represent and warrant that you have the right, authority and capacity to enter into this Agreement and to abide by all of the terms and conditions of this Agreement.
The Service is also not available to any users who have been previously removed or suspended from the Service.
By using the Service, you represent and warrant that you have the right, authority and capacity to enter into this Terms of Use and to abide by all of the terms and conditions of this Terms of Use.
4. Commercial Use of Service. If you are using and/or accessing the Service on behalf of a company, entity, or organization (collectively, a “Subscribing Entity”), you represent and warrant that: a. You are an authorized representative of the Subscribing Entity, and that you have the authority to bind the Subscribing Entity to this Terms of Use; b. You have read and understand this Terms of Use; and c. You agree to this Terms of Use on behalf of the Subscribing Entity.
Illegal and/or unauthorized uses of the Service include, but are not limited to, collecting usernames and/or email addresses of Members by electronic or other means for the purpose of sending unsolicited email, unauthorized framing of or linking to the Websites, sharing or disclosing your username or password to any third party or permitting any third party to access your account, attempting to impersonate another user or person, use of the Service in any fraudulent or misleading manner, any automated use of the system, such as scraping the Websites, automated scripts, spiders, robots, crawlers, harvesting or data mining tools or the like, interfering with, disrupting, or creating an undue burden on the Service or the networks or services connected to the Service, and using the Service in a manner inconsistent with any and all applicable laws and regulations. Illegal and/or unauthorized use of the Service may be investigated, and appropriate legal action may be taken, including without limitation, civil, criminal, and injunctive redress. Use of the Service is with the permission of Cannaly, which may be revoked at any time, for any reason, in Cannaly’s sole discretion.
5. Account Security. You are responsible for maintaining the confidentiality of the username and password that you designate during the registration process, and you are fully responsible for all activities that occur under your username and password. You agree to (a) immediately notify Cannaly of any unauthorized use of your username or password or any other breach of security, and (b) ensure that you exit from your account at the end of each session. Cannaly will not be liable for any loss or damage arising from your failure to comply with this provision. You should use particular caution when accessing your account from a public or shared computer so that others are not able to view or record your password or other personal information. If you share your computer with others, you may wish to consider disabling your auto-sign in feature if you have it linked to your Cannaly account.
6. Your Use of the Service
a. You must not copy or capture, or attempt to copy or capture, any content from the Websites or Service, unless given express permission by Cannaly. b. You must not copy, republish, adapt, make available or otherwise communicate to the public, display, perform, transfer, share, distribute or otherwise use or exploit any content on or from the Websites and/or Service. c. You must not use any content in any way that is designed to create a separate service or that replicates any part of the offering of the Service. d. You must not employ scraping or similar techniques to aggregate, repurpose, republish or otherwise make use of any content. e. You must not employ any techniques or make use of any services, automated or otherwise, designed to misrepresent your activity on the Service, including without limitation by the use of bots, botnets, scripts, apps, plugins, extensions or other automated means to register accounts, log in, send messages, post comments, or otherwise to act on your behalf, particularly where such activity occurs in a multiple or repetitive fashion. You must not offer or promote the availability of any such techniques or services to any other users of the Service. f. You must not alter or remove, or attempt to alter or remove, any trademark, copyright or other proprietary or legal notices contained in, or appearing on, the Websites or any content appearing on the Websites. g. You must not, and must not permit any third party to, copy or adapt the object code of the Websites, or reverse engineer, reverse assemble, decompile, modify or attempt to discover any source or object code of any part of the Websites, or circumvent or attempt to circumvent or copy any copy protection mechanism or access any rights management information pertaining to content on the Websites. h. You must not use the Websites to upload, post, store, transmit, display, copy, distribute, promote, make available or otherwise communicate to the public: i. any content that is offensive, abusive, libelous, defamatory, obscene, racist, sexually explicit, ethnically or culturally offensive, indecent, that promotes violence, terrorism, or illegal acts, incites hatred on grounds of race, gender, religion or sexual orientation, or is otherwise objectionable in Cannaly’s sole and reasonable discretion; ii. any information, content or other material that violates, plagiarizes, misappropriates or infringes the rights of third parties including, without limitation, copyright, trademark rights, rights of privacy or publicity, confidential information or any other right; or iii. any content that violates, breaches or is contrary to any law, rule, regulation, court order or is otherwise is illegal or unlawful in Cannaly’s sole and reasonable opinion; iv. any material of any kind that contains any virus, Trojan horse, spyware, adware, malware, bot, time bomb, worm, or other harmful or malicious component, which will or might overburden, impair or disrupt the Service or servers or networks forming part of, or connected to, the Service, or which does or might restrict or inhibit any other user's use and enjoyment of the Service; or v. any unsolicited or unauthorized advertising, promotional messages, spam or any other form of solicitation. i. You must not commit or engage in, or encourage, induce, solicit or promote, any conduct that would constitute a criminal offense, give rise to civil liability or otherwise violate any law or regulation. j. You must not rent, sell or lease access to the Service, or any content on the Websites. k. You must not deliberately impersonate any person or entity or otherwise misrepresent your affiliation with a person or entity, for example, by registering an account in the name of another person or company, or sending messages or making comments using the name of another person. l. You must not stalk, exploit, threaten, abuse or otherwise harass another user, or any Cannaly employee. If Cannaly determines that any user has threatened, stalked, harassed, or verbally abused any Cannaly employee or another Cannaly Member, Cannaly reserves the right to immediately terminate that user’s membership and suspend access to the Service. m. You must not sell or transfer, or offer to sell or transfer, any Cannaly account to any third party without the prior written approval of Cannaly. n. You must not collect or attempt to collect personal data, or any other kind of information about other users, including without limitation, through spidering or any form of scraping. o. You must not violate, circumvent or attempt to violate or circumvent any data security measures employed by Cannaly; access or attempt to access data or materials which are not intended for your use; log into, or attempt to log into, a server or account which you are not authorized to access; attempt to scan or test the vulnerability of Cannaly’s servers, system or network or attempt to breach Cannaly’s data security or authentication procedures; attempt to interfere with the Websites or the Services by any means including, without limitation, hacking Cannaly’s servers or systems, submitting a virus, overloading, mail-bombing or crashing. Without limitation to any other rights or remedies of Cannaly under these Terms of Use, Cannaly reserves the right to investigate any situation that appears to involve any of the above, and may report such matters to, and cooperate with, appropriate law enforcement authorities in prosecuting any users who have participated in any such violations.
You agree to comply with the above conditions, and acknowledge and agree that Cannaly has the right, in its sole discretion, to terminate your account or take such other action as we see fit if you breach any of the above conditions or any of the other terms of these Terms of Use. This may include taking court action and/or reporting offending users to the relevant authorities.
7. Cannaly is a Marketplace; Limitation of Liability
Cannaly acts as a marketplace to connect “Sellers,” who upload items for sale (the “Items”), and “Buyers,” individuals who are looking to purchase one or more such Items (collectively, the “Users”). You acknowledge and agree that Cannaly is not a party to any agreement between you and another User, and that we are not liable to you for any loss incurred as the result of a User’s acts or omissions, including without limitation failure to fulfill an order, failure to communicate, breach of contract, conversion, fraud, negligence, and intellectual property violations.
You acknowledge and agree that Cannaly does not necessarily have control over the quality, safety, morality or legality of any aspect of any User’s services, the truth or accuracy of any User statements, or the ability of Users to fulfill their obligations under an agreement with you. Cannaly cannot ensure that a User will actually complete a transaction, ship an Item as promised, or follow through on their promises.
Cannaly cannot guarantee the true identity, age, and nationality of a User. Cannaly encourages you to communicate directly with other Users through the tools available on the Websites.
8. Representations and Warranties.
You hereby represent and warrant to Cannaly as follows:
a. any content or information that you upload, including without limitation any information, photographs or other images, or intellectual property (collectively, “Your Content”), and each and every part thereof, is an original work by you, or you have obtained all rights, licenses, consents and permissions necessary in order to use, and (if and where relevant) to authorize Cannaly to use, Your Content pursuant to these Terms of Use, including, without limitation, the right to upload, reproduce, store, transmit, distribute, share, publicly display, publicly perform, make available and otherwise communicate to the public Your Content, and each and every part thereof, on, through or via the Websites, any and all Services and any third party services.
b. Your Content and the availability thereof on the Service does not and will not infringe or violate the rights of any third party, including, without limitation, any intellectual property rights, performers' rights, rights of privacy or publicity, or rights in confidential information.
c. Your Content is not and will not be unlawful, offensive, abusive, libelous, defamatory, obscene, racist, sexually explicit, ethnically or culturally offensive, indecent, will not promote violence, terrorism, or illegal acts, or incite hatred on grounds of race, gender, religion or sexual orientation.
d. Your Content does not and will not create any liability on the part of Cannaly, its subsidiaries, affiliates, successors, and assigns, and their respective employees, agents, directors, officers and/or shareholders.
e. All information provided by you, including without limitation Your Content and any information posted through your account, is accurate and up-to-date.
f. If you are a Seller, you own, or have obtained all rights and permissions necessary to list, any Items offered by you on the Websites.
Cannaly reserves the right to remove Your Content, suspend or terminate your access to the Service and/or pursue all legal remedies if we believe that any of Your Content, or Items listed by you on the Websites, breaches any of the foregoing representations or warranties, or otherwise infringes another person's rights or violates any law, rule or regulation.
9. You Bear Risk of Upload. Cannaly uses reasonable security measures in order to attempt to protect Your Content. However, Cannaly cannot guarantee that there will be no unauthorized copying or distribution of Your Content nor will Cannaly be liable for any copying or usage of Your Content not authorized by Cannaly. You hereby release and forever waive any claims you may have against Cannaly for any such unauthorized copying or usage of Your Content, under any theory of liability. THE SECURITY MEASURES TO PROTECT YOUR CONTENT USED BY CANNALY HEREIN ARE PROVIDED AND USED "AS-IS" AND WITH NO WARRANTIES OR ASSURANCES THAT SUCH SECURITY MEASURES WILL WITHSTAND ATTEMPTS TO EVADE SECURITY MECHANISMS OR THAT THERE WILL BE NO CRACKS, DISABLEMENTS OR OTHER CIRCUMVENTION OF SUCH SECURITY MEASURES. IF YOU DO NOT WISH FOR YOUR CONTENT TO BE PUBLIC, DO NOT UPLOAD IT TO THE SERVICE.
10. Membership; Pricing; Charges on Your Account.
a. General. Please note that the billing policies that are disclosed to you in subscribing to the service are deemed part of this Terms of Use. Notwithstanding anything herein, you are solely responsible for all taxes associated with your use of the Websites and/or Service.
b. Billing. You acknowledge and agree that Cannaly does not accept or process payments on behalf of Buyers, nor do we transmit payment to Sellers. It is solely the responsibility of Seller and Buyer to arrange and execute payment for Items purchased on the Websites. . You acknowledge and agree that Cannaly is not responsible for ensuring that a Buyer makes full or timely payment or that a User’s billing information is accurate. You make or accept payments at your own risk, and acknowledge and agree that Cannaly is not responsible for a failed or untimely payment.
Sellers will specify the amount and terms of any payment to be made by Buyers using the Service.
If you have signed a Sales Agreement with Cannaly, your online account (your “Billing Account”) will be charged in accordance with that Sales Agreement. By entering into a Sales Agreement, you agree to the billing terms contained in such Sales Agreement, and you agree to pay all charges at the prices then in effect pursuant to the terms of the Sales Agreement using your Billing Account. You authorize Cannaly to charge your chosen payment provider (your "Payment Method"). You agree to make payment using that selected Payment Method.
Your Sales Agreement is incorporated by reference as if fully set forth herein.
c. Recurring Billing. Subscription plans to the Service are billed in accordance with the terms of your Sales Agreement. Cannaly may submit periodic charges (e.g. monthly) without further authorization from you, until you provide prior notice (confirmed in writing by Cannaly) that you have terminated this authorization or wish to change your payment method, in accordance with the terms of your Sales Agreement. Such notice will not affect charges submitted before Cannaly could reasonably act. You may change your payment method by emailing us at hello@cannaly.co.
d. Current Information Required. YOU MUST PROVIDE CURRENT, COMPLETE AND ACCURATE INFORMATION FOR YOUR BILLING ACCOUNT. YOU MUST PROMPTLY UPDATE ALL INFORMATION TO KEEP YOUR BILLING ACCOUNT CURRENT, COMPLETE AND ACCURATE (SUCH AS A CHANGE IN BILLING ADDRESS, CREDIT CARD NUMBER, OR CREDIT CARD EXPIRATION DATE), AND YOU MUST PROMPTLY NOTIFY CANNALY IF YOUR PAYMENT METHOD IS CANCELED (E.G., FOR LOSS OR THEFT) OR IF YOU BECOME AWARE OF A POTENTIAL BREACH OF SECURITY, SUCH AS THE UNAUTHORIZED DISCLOSURE OR USE OF YOUR USER NAME OR PASSWORD. CHANGES TO SUCH INFORMATION CAN BE MADE AT ACCOUNT SETTINGS. IF YOU FAIL TO PROVIDE CANNALY ANY OF THE FOREGOING INFORMATION, YOU AGREE THAT CANNALY MAY CONTINUE CHARGING YOU FOR ANY USE OF THE SERVICE UNDER YOUR BILLING ACCOUNT UNLESS YOU HAVE TERMINATED YOUR SUBSCRIPTION FOR THE SERVICE (CONFIRMED BY YOU IN WRITING UPON REQUEST BY CANNALY).
e. Payment Method. The terms of your payment will be based on your Payment Method and may be determined by agreements between you and the financial institution, credit card issuer or other provider of your chosen payment method.
f. Free Trial; Promotion. We may provide a free trial or other promotion (the "Promotion"), which Promotion may provide you access to some or all features afforded to paying members of the Service. In order to avoid being charged a subscription fee for the Service, you must cancel your subscription prior to the termination of the trial period or, alternatively, upon the occurrence of an event specified in the Promotion. If you cancel prior to the termination of the trial period and/or the occurrence of a specified event, yet you are still charged for access to the Service, please contact us at hello@cannaly.co.
11. Modifications to Service. Cannaly reserves the right at any time to modify or discontinue, temporarily or permanently, the Service (or any part thereof) with or without notice. You agree that Cannaly shall not be liable to you or to any third party for any modification, suspension or discontinuance of the Service.
12. Blocking of IP Addresses. In order to protect the integrity of the Services, Cannaly reserves the right at any time in its sole discretion to block Members from certain IP addresses from accessing the Websites and/or Service.
13. Term. This Terms of Use will remain in full force and effect while you use the Websites and/or Service.
Cannaly may terminate your membership for any reason by sending notice to you at the email address you provide in your application for membership, or such other email address as you may later provide to Cannaly. All decisions regarding the termination of accounts shall be made in the sole discretion of Cannaly. Cannaly is not required to provide you notice prior to terminating your membership. Cannaly is not required, and may be prohibited, from disclosing a reason for the termination of your account. Even after your membership is terminated, this Terms of Use will remain in effect. All terms that by their nature may survive termination of this Terms of Use shall be deemed to survive such termination.
14. Third Party Content. Cannaly may provide third party content on the Websites and/or Service and may provide links to webpages and content of third parties (collectively, the “Third-Party Content”) as a service to those interested in this information. Cannaly does not control, endorse or adopt any Third-Party Content and makes no representation or warranties of any kind regarding the Third-Party Content, including without limitation regarding its accuracy or completeness. Please be aware that Cannaly does not create Third-Party Content, nor does Cannaly update or monitor it. Cannaly is therefore not responsible for any Third-Party Content on the Service. Users use such Third-Party Content at their own risk.
The Service may include links or references to other web sites or services solely as a convenience to Cannaly users (collectively, the “Reference Sites”). Cannaly does not endorse any Reference Sites or the information, materials, products, or services contained on or accessible through Reference Sites. In addition, your correspondence or business dealings with, or participation in promotions of, advertisers found on or through the Service are solely between you and the relevant advertiser. Access and use of Reference Sites, including the information, materials, products, and services on or available through Reference Sites is solely at your own risk.
15. Intellectual Property. Cannaly, the Cannaly logos and any other product or service name or slogan contained in the Service are trademarks of Cannaly or our suppliers or licensors and may not be copied, imitated or used, in whole or in part, without the prior written permission of Cannaly or the applicable trademark holder. Any authorized use of these trademarks must be in accordance with any guidelines that Cannaly may provide you from time to time.
Cannaly retains all proprietary rights in the Websites and the Service, except where otherwise noted. The Websites contain the copyrighted material, trademarks, and other proprietary information of Cannaly, and its licensors. Except where we have given you express written permission, you may not copy, modify, publish, transmit, distribute, perform, display, or sell any such proprietary information. All content on Cannaly is proprietary. Except where otherwise specified in this Agreement, all Content is copyrighted material of Cannaly and for Cannaly Members' use only. Distribution of Content to others is strictly prohibited. You agree that Cannaly would be irreparably harmed by any violation or threatened violation of this section and that, therefore, Cannaly shall be entitled to an injunction prohibiting you from any violation or threatened violation of this section, without posting bond, in addition to any other right or remedy it may have.
We may provide links to third party websites, and some of the content appearing on Cannaly may be supplied by third parties. Cannaly has no responsibility for these third party websites nor for their content, which is subject to and governed by the terms of use and/or privacy policies, if any, of the applicable third party content providers.
You may not use any metatags or any other hidden text utilizing “Cannaly” or any other name, trademark or product or service name of Cannaly without our prior written permission. In addition, the look and feel of the Cannaly Service, including all page headers, custom graphics, button icons and scripts, is the service mark, trademark and/or trade dress of Cannaly and may not be copied, imitated or used, in whole or in part, without our prior written permission. All other trademarks, registered trademarks, product names and company names or logos mentioned in the Service are the property of their respective owners. Reference to any products, services, processes or other information, by trade name, trademark, manufacturer, supplier or otherwise does not constitute or imply endorsement, sponsorship or recommendation thereof by us or any other affiliation.
The Service is owned and operated by Cannaly. Unless otherwise indicated, all content and other materials on the Service, including, without limitation, Cannaly’s logos, the visual interfaces, graphics, design, compilation, information, software, computer code (including source code or object code), services, text, pictures, information, data, sound files, other files and the selection and arrangement thereof (collectively, the “Materials”) are protected by United States copyright, trade dress, patent, and trademark laws, international conventions, and all other relevant intellectual property and proprietary rights, and applicable laws (including in your country of residence).
16. Repeat Infringer Policy. Cannaly has adopted a policy that it will promptly terminate without notice any user's access to the Service if that user is determined by Cannaly to be a "repeat infringer." A repeat infringer includes, without limitation a user who has been notified by Cannaly of infringing activity violations more than twice. Cannaly may also at our sole discretion limit access to the Service and/or terminate the accounts of any users who infringe any intellectual property rights of others, whether or not there is any repeat infringement.
In addition, Cannaly accommodates and does not interfere with standard technical measures used by intellectual property rights owners to protect their materials. Please note that we do not offer refunds to Members whose accounts are terminated as a result of repeated infringement of these Terms of Use.
17. Limitation of Liability. In no event shall Cannaly be liable for any damages whatsoever, whether direct, indirect, general, special, compensatory, consequential, and/or incidental, arising out of or relating to the Websites or Service, or use thereof. Nothing contained in the Websites or Service or in any written or oral communications from Cannaly or its employees or agents shall be construed to make any promise, covenant, warranty, or guaranty, all of which are explicitly disclaimed hereby, contrary to the statements and disclaimers contained in this paragraph.
The content and functionality on the Websites and Service, along with the services provided by employees of the Websites and Service, are offered "as is" without warranty of any kind, either express or implied, including, without limitation, implied warranties of merchantability, fitness for a particular purpose, title and non-infringement. Cannaly makes no warranties, express or implied, as to the ownership, accuracy, completeness or adequacy of the Websites’ content or that the functionality of the Websites or Service will be uninterrupted or error-free or free from virus or third party attack. You hereby acknowledge that your use of the Websites and the Service is at your sole risk. UNDER NO CIRCUMSTANCES SHALL CANNALY, ITS OFFICERS, OWNERS, EMPLOYEES OR AGENTS AND THEIR RESPECTIVE HEIRS, SUCCESSORS AND ASSIGNS BE LIABLE FOR ANY DAMAGES, INCLUDING DIRECT, INCIDENTAL, PUNITIVE, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES THAT DIRECTLY OR INDIRECTLY RESULT FROM USE OF, OR INABILITY TO USE, THE WEBSITES OR SERVICE OR THE INFORMATION CONTAINED THEREIN, INCLUDING WITHOUT LIMITATION FOR VIRUSES ALLEGED TO HAVE BEEN OBTAINED FROM THE WEBSITES OR SERVICE, EVEN IF CANNALY HAS BEEN NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES AND REGARDLESS OF THE THEORY OF LIABILITY.
TO THE GREATEST EXTENT PERMITTED BY LAW, YOU AGREE THAT IN NO EVENT WILL CANNALY HAVE ANY LIABILITY, CONTINGENT OR OTHERWISE, FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES IN ANY WAY ARISING OUT OF OR RELATING TO THE AGREEMENT, WEBSITES OR THE SERVICE, INCLUDING, BUT NOT LIMITED TO LOST PROFITS, LOST DATA, LOSS OF GOODWILL, COPYRIGHT INFRINGEMENT, WORK STOPPAGE, EQUIPMENT FAILURE OR MALFUNCTION, PERSONAL INJURY, PROPERTY DAMAGE, OR ANY OTHER DAMAGES OR LOSSES, EVEN IF CANNALY HAS BEEN ADVISED OF THE POSSIBILITY THEREOF, AND REGARDLESS OF THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT, STATUTE, INDEMNITY OR OTHERWISE) UPON WHICH SUCH LIABILITY IS BASED.
In the event that any of the foregoing limitations are deemed to be unenforceable, to the greatest extent permitted by law, you agree that the entire aggregate liability of Cannaly and sole remedy available to any Member in any case in any way arising out of or relating to the Agreement, Websites or the Service shall be limited to monetary damages that in the aggregate may not exceed the greater of $500.00 or the sum of any amount paid by the Member or user to Cannaly during the six months prior to notice to Cannaly of the dispute for which the remedy is sought.
18. Indemnity by You. You agree to indemnify and hold Cannaly, its subsidiaries, affiliates, officers, agents, and other partners and employees, harmless from any loss, liability, claim, or demand, including reasonable attorneys' fees, arising out of or related to:
a. your use of the Service and/or Websites in violation of this Terms of Use and/or arising from a breach of this Terms of Use including without limitation your representations and warranties set forth above; b. any third party claim of infringement of copyright or other intellectual property rights or invasion of privacy arising from the hosting of Your Content on the Websites, and/or your making available thereof to other users of the Websites, and/or the actual use of Your Content by other users of the Websites or related services in accordance with these Terms of Use and the parameters set by you with respect to the distribution and sharing of Your Content; c. any activity related to your account, be it by you or by any other person accessing your account with or without your consent unless such activity was caused by the act or default of Cannaly.
19. Attorney Fees. In the event that Cannaly is successful in whole or in part in any action or proceeding related to or arising from this Terms of Use, you shall be responsible for Cannaly’s attorneys' fees and costs.
20. Parental or Guardian Permission. By using the Websites and/or Service, you represent and warrant that you are at least 21 years old. . INDIVIDUALS UNDER THE AGE OF 21ARE NOT PERMITTED TO USE THE WEBSITES AND/OR SERVICE, SUBSCRIBE TO OUR FEE-BASED SERVICES OR GIVE CANNALY THEIR EMAIL ADDRESS OR ANY OTHER PERSONALLY IDENTIFIABLE INFORMATION.
21. Privacy. Use of the Websites and/or the Service is also governed by our Privacy Policy, located at http://cannaly.co/policy.php
22. Jurisdiction and Choice of Law; Dispute Resolution. If there is any dispute arising out of the Websites and/or the Service, by using the Websites and/or Service, you expressly agree that any such dispute shall be resolved individually, without resort to any form of class action, and governed by the laws of the State of California, without regard to its conflict of law provisions, and you expressly agree and consent to the exclusive jurisdiction and venue of the state and federal courts of the State of California, for the resolution of any such dispute. Acceptance of the terms and conditions of this Agreement constitutes your consent to be sued in such courts and to accept service of process outside the State of California with the same force and effect as if such service had been made within the State of California. You hereby agree to accept service of process for any action hereunder by certified mail return receipt requested which service shall have the same force and effect as though service had been effected by personal service in the applicable jurisdiction. If any part of these terms is unlawful, void, or unenforceable, that part will be deemed severable and will not affect the validity and enforceability of the remaining provisions.
23. No Third Party Beneficiaries. You agree that, except as otherwise expressly provided in this Terms of Use, there shall be no third party beneficiaries to this Terms of Use.
24. Availability Outside the U.S. If you access Cannaly from outside of the United States, you do so at your own risk and are responsible for compliance with the laws of your jurisdiction. If you access the Websites or Service from outside of the United States, you acknowledge that any personal information you provide will be processed in the United States and other geographies as selected by us in our sole discretion, and you hereby consent to the collection and processing of your personal information in a manner consistent with this Agreement and the Privacy Policy.
25. Entire Agreement.
This Terms of Use, along with the Privacy Policy, contains the entire agreement between you and Cannaly regarding the use of the Websites and/or the Service.
26. Severability; Waiver. If any provision of this Terms of Use is found to be invalid by any court having competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of this Terms of Use, which shall remain in full force and effect. No waiver of any term of this Terms of Use shall be deemed a further or continuing waiver of such term or any other term. In addition, Cannaly’s failure to enforce any term of this Terms of Use shall not be deemed as a waiver of such term or otherwise affect Cannaly’s ability to enforce such term at any point in the future.
27. Headings. The section headings contained in this Terms of Use are for reference purposes only and shall not in any way affect the meaning or interpretation of this Terms of Use. Please contact us with any questions regarding this agreement.
Cannaly reserves all rights not expressly granted in these Terms of Use.
I HAVE READ THIS AGREEMENT AND AGREE TO ALL OF THE PROVISIONS CONTAINED ABOVE.