Terms of Service
These Terms of Service (the, “Agreement”) govern your use of the products, services, website and/or any other services (collectively, “Service”) provided by Weeds LLC (“Company”). By accessing, using or registering as a user and/or subscriber of any of the Service, you (the, “Customer”) are concluding a legally binding agreement with the Company based on the terms of this Agreement. As such, you agree that you have read, understand, and accept and agree to be bound by the Agreement and all terms, policies and guidelines incorporated into the Agreement. If you do not agree with the terms of this Agreement, you do not have permission to use any of the Service. Company may update this Agreement from time to time and Customer will have 30 days to reject the updated terms by providing written notice to Company. If Customer continues to use or receive the Service following such period, the updated Agreement will be deemed accepted.
Rights for Use. The Service include the right to use the licensing, compliance and subscription services paid for by the Customer. The Company grants you access as part of the Service and any program updates provided as part of the Service.
Accounts; Security. Access to or use of certain portions and features of the Service may require you to provide certain information about your company and/or company’s principals, or create an online account (“Account”). Customer states that all information provided by it is current, accurate, complete, and not misleading. Customer further states that it will maintain and update all information provided by it to ensure accuracy on a prompt, timely basis. Customer is entirely responsible for maintaining the confidentiality and security of its account(s), including your password. Accounts are not transferrable. Customer agrees to promptly notify Company if Customer becomes aware or suspects any unauthorized use of its accounts, including any unauthorized access or attempted access. Customer is responsible for all activities that occur under its account(s). Further, Customer is the primary account holder and is responsible for all charges made by additional users added to the accounts.
Restrictions on Use. In accessing or using the Service, Customer will not: (a) resell, lease, encumber, sublicense, distribute, publish, transmit, transfer, assign or provide such access or use to any third party in any medium whatsoever; (b) devise specifications from, reverse engineer, reverse compile, disassemble, or create derivative works based on the Service; or (c) cause, assist, allow or permit any third party (including an end-user) to do any of the foregoing; (i) use the Service to compete with Company in any way; or (d) permit any third party to use or access the Service other than your direct employees or contractors who are acting on your behalf.
Maintenance. Customer agrees that Company may issue updates, error corrections, and upgrades to the Service as Company deems necessary from time to time. All such updates, error corrections and upgrades will be considered part of the Service for purposes of this Agreement.
Applicable Laws. Customer’s access to and use of the Service is subject to all applicable international, federal, state and local laws and regulations. Customer may not use the Service or any information data or Customer Content in violation of or to violate any law, rule or regulation. Ensuring Customer’s use of the Service is compliant with applicable laws is the responsibility of Customer.
Suspension of Service. Company has the right to immediately suspend the Service (a) in order to prevent damage to or degradation of the Service or unauthorized or non-compliant use or (b) if, following notice from Company, Customer has failed to pay any amounts due and owing. In the case of (a) Company will give Customer prior notice if reasonable and will ensure that the Service is restored as soon as possible after the event given rise to suspension has been resolved to Company’s reasonable satisfaction.
Data and Content Licenses.
Customer Content. As between Company and Customer, all title and intellectual property rights in and information submitted to and used to create the Service that is owned by Customer (“Customer Content”) is owned by Customer. Customer acknowledges and agrees that in connection with the provision of the Service, Company may store and maintain Customer Content for a period of time consistent with Company’s standard business processes for the Service. Following expiration or termination of the Agreement or a Customer account, if applicable, Company may deactivate the applicable Customer account(s) and delete any data therein. Customer grants Company the right to host, use, process, display and transmit Customer Content to provide the Service pursuant to and in accordance with this Agreement and the applicable individual Service Agreement. Customer has sole responsibility for the accuracy, quality, integrity, legality, reliability, and appropriateness of Customer Content, and for obtaining all rights related to Customer Content (such as architectural and professional services, tax compliance, banking, etc.) required by Company to perform the Service.
Aggregated Data. Customer agrees that, subject to Company’s confidentiality obligations in this Agreement, Company may (a) capture data regarding the use of the Service by Customer and its end users, (b) collect metrics and data included in Customer Content, and (c) aggregate and analyze any metrics and data collected pursuant to subsections (a) and/or (b) of this sentence (collectively, the “Aggregated Data”). Customer agrees that Company may use, reproduce, distribute and prepare derivative works from the Customer Content, solely as incorporated into Aggregated Data, provided that under no circumstances will Company use the Aggregated Data in a way that identifies Customer or its users as the source of the data.
Proprietary Rights. Company’s intellectual property, including without limitation the Service, its trademarks and copyrights and excluding any Customer Content contained therein, and any modification thereof, are and will remain the exclusive property of Company and its licensors. No licenses or rights are granted to Customer except for the limited rights expressly granted in this Agreement.
Feedback. Customer agrees that advice, feedback, criticism, or comments provided to Company related to the Service are given to Company and may be used by Company freely and without restriction and will not enable Customer to claim any interest, ownership or royalty in Company’s intellectual property.
You agree to pay Company the service, product or subscriptions fees, and any other applicable fees, for the products or services you selected as specified on the Company’s site or service agreement during the onboarding process. If you enroll in a subscription, all subscriptions fees will be automatically billed to your credit card, charge card or other payment method. Customer hereby authorizes all such charges. Subscription fees are charged in advance on a monthly or annual basis depending on the type of subscription plan you select when purchasing a subscription. In the event you fail to pay any amount when due, the Company may immediately suspend or terminate this Agreement and your access to the Service. If overdue payments are not received, in addition to all other remedies that may be available: (a) the Company may charge, and Customer agrees to pay, a late charge equal to the greater of ten percent (10%) per month or the maximum amount allowed by law, calculated daily and compounded monthly, on any amount that is not the subject of a good faith dispute that is unpaid on the due date, and on any other outstanding balance; and (b) Customer shall reimburse the Company for all reasonable costs incurred by the Company in collecting any late payments or interest, including attorneys’ fees, court costs and collection agency fees.
Refunds. All fees paid as retainer for services are noncancelable and non-refundable. For subscription services, there will be no refunds or credits for partial use of the Service, upgrade/downgrade refunds, nor refunds for months unused with an active account. Customer is responsible for all Fees of any Renewals relating to your Account until such time as your Account or these terms are terminated as specified herein.
Term and Termination.
Term. This Agreement will be effective as of the stated date of the service order or subscription plan order (“Effective Date”) and remain in effect until (a) completion of services as defined in the service agreement, (b) the term of the subscription plan expires or (b) terminated by the Company or Customer as permitted by this Agreement.
Termination. The Company may terminate this Agreement, and/or any service or subscription plan, at any time, with or without cause.
Effects of Termination. Upon the expiration or termination of this Agreement for any reason, (a) Customer will immediately cease using the Service, (b) upon request, each party will return or destroy all Confidential Information of the other party, provided, that each party may retain one copy of the Confidential information of the other party as necessary to comply with applicable law or its records retention or archival policies or practices (and such retained Confidential Information will remain subject the non-disclosure obligations in this Agreement) and (c) any unpaid, undisputed amounts due through termination will become immediately due and payable.
Survival. Any provisions of this Agreement that expressly, or by implication, are intended to survive its termination or expiration will survive and continue to bind the parties, including without limitation provisions relating to confidentiality, representations and warranties, indemnification, limitations on liability, intellectual property, and Customer’s payment obligations under this Agreement.
Confidential Information. “Confidential Information” means any information disclosed by one party to the other whether orally or in writing that is designated as confidential or that reasonably should be understood by the receiving party to be confidential, notwithstanding the failure of the disclosing party to designate it as such. Confidential Information may include information that is proprietary to a third party and is disclosed by one party to another pursuant to this Agreement. The Service, all features and functions thereof and related pricing and product plans will be the Confidential Information of Company.
Non-Disclosure. Each party agrees to maintain the confidentiality of the other party’s Confidential Information with the same security and measures it uses to protect its own Confidential Information of a similar nature (but in no event less than reasonable security and measures) and not to use such Confidential Information except as necessary to perform its obligations or exercise its rights under this Agreement. The receiving party may disclose Confidential Information of the disclosing party to those employees, officers, directors, agents, affiliates, consultants, users, and suppliers who need to know such Confidential Information for the purpose of carrying out the activities contemplated by this Agreement and who have agreed to confidentiality provisions that are no less restrictive than the requirements herein. Such party will be responsible for any improper use or disclosure of the disclosing party’s Confidential Information by any such parties. Except as expressly permitted by this Section, the receiving party will not disclose or facilitate the disclosure of Confidential Information of the disclosing party to any third party. The restrictions in this Section shall continue until such time as the information is covered by an exclusion set forth below.
Exclusions. The receiving party will have no obligation under this Section with respect to information provided by the disclosing party that: (a) is or becomes generally available to the public other than as a result of a breach of this Agreement by the receiving party, (b) is or becomes available to the receiving party from a source other than the disclosing party, provided that such source is not known to the receiving party to be bound by an obligation of confidentiality to the disclosing party with respect to such information, (c) was in the receiving party’s possession prior to disclosure by the disclosing party, or (d) is independently developed by the receiving party without reference to the Confidential Information. Further either party may disclose Confidential Information (i) as required by any court or other governmental body or as otherwise required by law, or (ii) as necessary for the enforcement of this Agreement or its rights hereunder.
Disclaimers. Company does not warrant that the service will be performed error-free or uninterrupted, or that company’s best efforts to correct all errors or perform the service will meet customer’s requirements or expectations. Company is not responsible for any issues related to the performance, operations or security of the service that arise from customer content or use of services provided by the Company. Company expressly disclaims (to the greatest extent permissible under applicable law) all other warranties express, implied, statutory or otherwise, relating to the subject matter of this agreement, including without limitation, any warranties of merchantability, title, or fitness for a particular purpose.
Limitation of Liability. In no event will company or its affiliates be liable for any indirect, consequential, incidental, special, punitive, or exemplary damages, of any kind or nature arising out of this agreement or the service, including without limitation, any cost to cover procurement of substitute goods or services (which the parties agree will not be considered direct damages), or any loss of revenue, profits, sales, data, data use, good will, or reputation. Company’s maximum liability arising out of or related to the service or this agreement will be limited to the amount of fees customer has paid to company in the 1 month prior to the event(s) giving rise to such liability. The limitations set forth in this section apply regardless of the legal theory on which a claim is brought, even if company has been notified of the possibility of damage or if such damage could have been reasonably foreseen and notwithstanding any failure of essential purpose of any exclusive remedy provided in this agreement.
Publicity. Customer hereby consents to Company identifying Customer as a customer by name and logo in Company’s promotional materials, subject to Customer’s right to revoke such consent in writing at any time. Upon such revocation, Company will have 30 days to process Customer’s request.
Assignment. Customer may not assign or transfer this Agreement or any of its rights or obligations hereunder in whole or in part without the prior written consent of Company. Subject to the foregoing, this Agreement will inure to the benefit of, be binding upon, and be enforceable against, each of the parties hereto and their respective successors and assigns.
Notices. Any notice required under this Agreement will be provided to the other party in writing. If Customer wishes to provide notice to Company, Customer will send notice via certified or delivery receipt US Mail or by email to: firstname.lastname@example.org. Use of email for notices must be acknowledged by both parties. Company will send notices to one or more contact(s) on file for Customer. Notices from Company, other than for a breach of this Agreement may be provided within the Service.
Attorney’s Fees. In the event any proceeding or lawsuit is brought in connection with this Agreement, the prevailing party in such proceeding will be entitled to receive its reasonable costs, expert witness and attorneys’ fees.
Relationship of the Parties. This Agreement does not create any joint venture, partnership, agency, or employment relationship between the parties.
No Third Party Beneficiaries. This Agreement is being entered into for the sole benefit of the parties hereto, and nothing herein, express or implied, is intended to or will confer upon any other person or entity any legal or equitable right, benefit or remedy of any nature whatsoever.
Equitable Remedies. Each party acknowledges and agrees that (a) a breach or threatened breach by such party may give rise to irreparable harm to the other party for which monetary damages may not be an adequate remedy; and (b) if a breach or threatened breach by such party occurs, the other party will in addition to any and all other rights and remedies that may be available to such other party at law, at equity or otherwise in respect of such breach, be entitled to seek equitable relief that may be available from a court of competent jurisdiction, without any requirement to post a bond or other security.
Force Majeure. Neither party will be liable under this Agreement for any failure or delay in the performance of its obligations (except for the payment of money) on account of strikes, shortages, riots, insurrections, fires, flood, storm, explosions, acts of God, war, governmental action (including changes in law, rules, regulation or government practices), labor conditions, earthquakes, material shortages, or any other cause that is beyond the reasonable control of such party.
Limitation of Claims. No legal proceedings, regardless of form, arising under or relating to this Agreement may be brought by Customer more than 90 days after it first have actual knowledge of the facts giving rise to the cause of action.
Governing Law, Jurisdiction and Venue. This Agreement will be governed by and construed in all respects in accordance with the laws of the State of New Mexico, without regard to its conflicts of laws principles.
Severability, Waiver and Amendment. If any provision of this Agreement is held by a court of competent jurisdiction to be unenforceable or invalid, such provision will be changed and interpreted as to best accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions will remain in full force and effect. No waiver of any term or right in this Agreement will be effective unless made in writing and signed by an authorized representative of the waiving party. Any waiver or failure to enforce any provision of this Agreement will not be deemed a waiver of future enforcement of that or any other provision. Except to the extent otherwise expressly provided in this Agreement, this Agreement may only be amended in writing signed by both parties hereto.
Terms for Additional Services. The use of certain Additional Services are subject to and governed by additional terms of service. In the event such additional or specific terms are inconsistent with the Specific Additional Service Terms, those Specific Additional Service Terms will control.
Quickbooks and/or third-party merchant services. If your processing of credit card payments is powered by Stripe, Quickbooks, Melio, Bill.com, Paypal or other third-party merchant account processor, you’re bound by their Terms of Service.