1.1 Cannria Holdings shall provide mutually agreed Services to or on behalf of Brand as set forth in the applicable mutually executed Dispensary Agreement. All placement of advertising, menu listing, and promotional content on Brand’s behalf on the Cannria Holdings Platform shall be provided in Cannria Holdings’s sole discretion, subject to said Dispensary Agreement. Cannria Holdings is not a courier service, Brands are fully responsible for actual delivery of any products offered through the Cannria Holdings Platform.
1.2 Subject to the terms of this Agreement, Company will use commercially reasonable efforts to provide Brand the Services and support for all Software, and hereby grants Brand a non-exclusive right to access and use the Services and Software.
2.1 Brand will not, directly or indirectly: reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Services or any software, documentation or data related to the Services ("Software”); modify, translate, or create derivative works based on the Services or any Software (except to the extent expressly permitted by Company or authorized within the Services); use the Services or any Software for timesharing or service bureau purposes or otherwise for the benefit of a third; or remove any proprietary notices or labels. With respect to any Software that is distributed or provided to Brand for use on Brand premises or devices, Company hereby grants Brand a non-exclusive, non-transferable, non-sublicensable license to use such Software during the Term only in connection with the Services.
2.2 Brand shall be responsible for obtaining and maintaining any Cannria Holdings Order Terminal, equipment and ancillary services needed to connect to, access or otherwise use the Services, including, without limitation, tablets, modems, hardware, servers, software, operating systems, networking, web servers and the like (collectively, "Equipment”). Brand shall also be responsible for maintaining the security of the Equipment, Brand account, passwords (including but not limited to administrative and user passwords) and files, and for all uses of Brand account or the Equipment with or without Brand’s knowledge or consent.
2.3 Brand represents and warrants that during any period in which Brand’s products are listed on the Cannria Holdings Platform or Cannria Holdings otherwise provides Services (a) it is legally organized under and is and will be in compliance with all applicable provincial and local laws and regulations, (b) Brand’s products are in compliance with all provincial and maintains all required licenses and permits necessary to operate its cannabis business and provide said products.
2.4 Each party agrees to comply with all applicable truth-in-advertising and other advertising and consumer protection laws and regulations with respect to Brand’s products listed on the Cannria Holdings platform; provided however, (a) Brand is solely liable for the information it provides to Cannria Holdings regarding Brand products, (b) Cannria Holdings has no duty to verify or research such information, and (c) Cannria Holdings has no liability with respect to such information.
2.5 Brand agrees to defend, indemnify and hold Cannria Holdings, its affiliates, its licensors, and each of their officers, directors, employees, attorneys and agents harmless from and against any and all third-party claims, costs, damages, judgments, decrees, fines, penalties, liabilities and expenses (including reasonable attorneys' fees and litigation costs) arising out of any third party claim in connection with: (a) Brand’s breach of this Agreement or violation of any applicable law or regulation (including without limitation laws and regulations regarding cannabis product liability and/or intellectual property infringement), whether or not referenced herein, and/or (b) Brand’s (or Brand’s employees’, contractors’ or agents’) gross negligence or intentional misconduct. Although Company has no obligation to monitor Brand’s use of the Services, Company may do so and may prohibit any use of the Services it believes may be (or alleged to be) in violation of the foregoing. Any claim for indemnification pursuant to this Section must be provided promptly in writing to the indemnifying party. The indemnifying party shall have sole discretion over the defense of such claim, provided that it shall not settle such claim whereby any indemnified party must pay any compensation or admit any liability without the indemnified party’s prior written authorization (which shall not be unreasonably withheld). At indemnified party’s own cost, the indemnified party shall have the right to retain its own legal counsel. At the indemnifying party’s costs, the indemnified party shall provide reasonable cooperation to the indemnifying party in the defense of the indemnifiable claim. The obligation to indemnify and defend under this Section shall not apply to the extent the indemnified party is liable for the indemnifiable claim.
3.1 Each party (the "Receiving Party”) understands that the other party (the "Disclosing Party”) has disclosed or may disclose business, technical or financial information relating to the Disclosing Party’s business (hereinafter referred to as "Proprietary Information” of the Disclosing Party). Proprietary Information of Company includes non-public information regarding features, functionality and performance of the Service. Proprietary Information of Brand includes non-public data provided by Brand to Company to enable the provision of the Services ("Brand Data”). The Receiving Party agrees: (i) to take reasonable precautions to protect such Proprietary Information, and (ii) not to use (except in performance of the Services or as otherwise permitted herein) or divulge to any third person any such Proprietary Information. The Disclosing Party agrees that the foregoing shall not apply with respect to any information after five (5) years following the disclosure thereof or any information that the Receiving Party can document (a) is or becomes generally available to the public, or (b) was in its possession or known by it prior to receipt from the Disclosing Party, or (c) was rightfully disclosed to it without restriction by a third party, or (d) was independently developed without use of any Proprietary Information of the Disclosing Party or (e) is required to be disclosed by law.
3.2 Brand shall own all right, title and interest in and to the Brand data. Company shall own and retain all right, title and interest in and to (a) the Services, all improvements, enhancements or modifications thereto, (b) any software, applications, inventions or other technology developed in connection with the Services or support, and (c) all intellectual property rights related to any of the foregoing.
3.3 Notwithstanding anything to the contrary, Cannria Holdings shall have the right to collect and analyze data and other information relating to the provision, use and performance of various aspects of the Services and related systems and technologies (including, without limitation, information concerning Brand Data and data derived therefrom), and Cannria Holdings will be free (during and after the term hereof) to (i) use such information and data to improve and enhance the Services and for other development, diagnostic and corrective purposes in connection with the Services and other Cannria Holdings offerings, and (ii) disclose such data solely in aggregate or other de-identified form in connection with its business. No rights or licenses are granted except as expressly set forth herein.
3.4 Brand hereby grants Cannria Holdings a limited license to use, display, and copy Brand’s copyrights, trademarks, trade names, and trade dress as necessary for Cannria Holdings to provide the Services listed in an applicable Dispensary Agreement.
3.5 Notwithstanding the terms of service Cannria shall not at any time during the agreement or after termination disclose any Brand Data.
4.1 All fees are set forth in an applicable Dispensary Agreement. Cannria Holdings has the right to modify its fees set forth in an Dispensary Agreement any time upon written notice to Brand. Fees are based on Brand products shown through the Cannria Holdings Platform or the general use of the Cannria Holdings Services and not actual usage. Payment obligations are non-cancelable and fees paid are non-refundable. Monthly fees will be invoiced by Cannria Holdings and shall be paid within seven (7) days following the date of said invoice. Other payment terms shall be as set forth in the applicable Dispensary Agreement. The parties agree that transactions shall solely be between Brand and their customers. Cannria Holdings has the right to modify its fee rates at any time during the Term, provided Cannria Holdings provides Brand with thirty (30) days prior written notice thereof.
4.2 All amounts listed in the Dispensary Agreement are exclusive of any taxes. Brand will be responsible for all taxes, including sales or use taxes, imposed on such amounts, excluding taxes on Cannria Holdings’s net income. Brand will communicate to Cannria Holdings complete and accurate billing and contact information at all times. All prepaid fees (if any) are non-refundable, except as otherwise expressly set forth hereunder, with all balances due and payable to be paid in full. All Services purchased hereunder are non-cancelable, except as otherwise expressly set forth hereunder. If Cannria Holdings has the legal obligation to pay or collect taxes for which Brand is responsible under this paragraph, the appropriate amount shall be invoiced to and paid by Brand, unless Brand provides Cannria Holdings with a valid tax exemption certificate authorized by the appropriate taxing authority.
4.3 If any charges are not received from by the due date, then at Cannria Holdings’s discretion, (a) such charges may accrue late interest at the rate of 1.5% of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower, from the date such payment was due until the date paid. Additionally, Brand will be responsible for paying all fees and costs of collection for unpaid amounts due and owing hereunder, including reasonable attorneys’ fees.
4.4 If any amount owing by Brand hereunder is more than 30 days overdue, Cannria Holdings may, in addition to all other remedies, suspend the Services until such amounts are paid in full. Cannria Holdings will give at least 7 days’ prior notice before suspending Services for non-payment. Brand may incur a fee to re-start suspended Services.
5.1 Subject to earlier termination as provided below, this Agreement is for the Term as specified in the Dispensary Agreement, and shall be automatically renewed for additional periods of the same duration as the Initial Service Term (collectively, the "Term”), unless either party requests termination at least thirty (30) days prior to the end of the then-current term.
5.2 In addition to any other remedies it may have, either party may also terminate this Agreement upon thirty (30) days’ notice (or without notice in the case of nonpayment), if the other party materially breaches any of the terms or conditions of this Agreement. Brand will pay in full for the Services up to and including the last day on which the Services are provided. All sections of this Agreement which by their nature should survive termination will survive termination, including, without limitation, accrued rights to payment, confidentiality obligations, warranties, warranty disclaimers, and limitations of liability.
THE SERVICES DELIVERED UNDER THIS ACREEMENT, AND ANY INFORMATION SUPPLIED THEREWITH ARE PROVIDED "AS IS” WITHOUT WARRANTY OF ANY KIND. WITHOUT LIMITINC THE CENERALITY OF THE FORECOINC: I) CANNRIA HOLDINGS DOES NOT MAKE AND HEREBY DISCLAIMS ANY WARRANTY, EXPRESS OR IMPLIED, WITH RESPECT TO THE SERVICES PROVIDED HEREUNDER; II) CANNRIA HOLDINGS DOES NOT CUARANTEE OR WARRANT THE CORRECTNESS, COMPLETENESS, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE OF THE SERVICES OR INFORMATION PROVIDED HEREUNDER; AND III) CANNRIA HOLDINGS MAKES NO WARRANTY THAT THE PROVISION OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT THE SERVICES ARE NOT SUSCEPTIBLE TO INTRUSION, ATTACK OR CORRUPTION. NEITHER CANNRIA HOLDINGS NOR ANY THIRD-PARTY DATA PROVIDER (FOR PURPOSES OF INDEMNIFICATION, WARRANTIES, AND LIMITATIONS ON LIABILITY, CANNRIA HOLDINGS AND ITS DATA PROVIDERS ARE HEREBY COLLECTIVELY REFERRED TO AS "CANNRIA HOLDINGS”) SHALL BE LIABLE TO BRAND (OR TO ANY PERSON CLAIMINC THROUCH BRAND TO WHOM BRAND MAY HAVE PROVIDED THE SERVICE-RELATED DATA) FOR ANY LOSS OR INJURY ARISINC OUT OF OR CAUSED IN WHOLE OR IN PART BY CANNRIA HOLDINGS’S ACTS OR OMISSIONS IN PROCURINC, COMPILINC, COLLECTINC, INTERPRETINC, REPORTINC, COMMUNICATINC, OR DELIVERINC THE SERVICES.
CANNRIA HOLDINGS AND ITS SUPPLIERS (INCLUDINC BUT NOT LIMITED TO ALL EQUIPMENT AND TECHNOLOCY SUPPLIERS), OFFICERS, AFFILIATES, REPRESENTATIVES, CONTRACTORS AND EMPLOYEES SHALL NOT BE RESPONSIBLE OR LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS ACREEMENT OR TERMS AND CONDITIONS RELATED THERETO UNDER ANY CONTRACT, NECLICENCE, STRICT LIABILITY OR OTHER THEORY: (A) FOR ERROR OR INTERRUPTION OF USE OR FOR LOSS OR INACCURACY OR CORRUPTION OF DATA OR COST OF PROCUREMENT OF SUBSTITUTE COODS, SERVICES OR TECHNOLOCY OR LOSS OF BUSINESS; (B) FOR ANY INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMACES; (C) FOR ANY MATTER BEYOND CANNRIA HOLDINGS’S REASONABLE CONTROL; OR (D) FOR ANY AMOUNTS THAT, TOCETHER WITH AMOUNTS ASSOCIATED WITH ALL OTHER CLAIMS, EXCEED THE FEES PAID BY BRAND TO CANNRIA HOLDINGS FOR THE SERVICES UNDER THIS ACREEMENT IN THE 12 MONTHS PRIOR TO THE ACT THAT CAVE RISE TO THE LIABILITY, IN EACH CASE, WHETHER OR NOT CANNRIA HOLDINGS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMACES.
If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable. This Agreement is not assignable, transferable or sublicensable by Brand except with Cannria Holdings’s prior written consent. Cannria Holdings may transfer and assign any of its rights and obligations under this Agreement without consent. This Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement, and that all waivers and modifications must be in a writing signed by both parties, except as otherwise provided herein. No agency, partnership, joint venture, or employment is created as a result of this Agreement and Brand does not have any authority of any kind to bind Cannria Holdings in any respect whatsoever. In any action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover costs and attorneys’ fees. All notices under this Agreement will be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by facsimile or email; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested. This Agreement shall be governed by the laws of the Province of Ontario without regard to its conflict of law’s provisions. Brand agrees that Cannria Holdings may refer to Brand’s name and trademarks in Cannria Holdings’s marketing materials and website, including but not limited to displaying the Brand’s logo, developing a case study, and/or publishing a press release. Upon request, Brand further agrees to reasonably assist Cannria Holdings and serve as a reference