(Last Updated January 19, 2019)
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.
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.
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.
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.
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.
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:
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.”
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.
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.
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.
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).
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.
These Terms do not and are not intended to confer any rights or remedies upon any person other than you and Market Greens.
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.
The section titles in these Terms are for convenience only and have no legal or contractual effect.
INFLUENCER PLATFORM SERVICES AGREEMENT
THIS INFLUENCER PLATFORM SERVICES AGREEMENT (the “ Agreement ”) is entered into between Market Greens, LLC (the “ Company ”) and the undersigned individual (the “ Influencer ”) effective as of the date on which both parties have executed this Agreement (the “Effective Date”).
If Influencer is a resident of California:
Influencer acknowledges that Influencer is aware of and familiar with the provisions of California Civil Code Section 1542, which provides as follows:
“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.”
Influencer hereby expressly waives and relinquish all rights and benefits Influencer may have under Section 1542 as well as any other statutes or common law principles of similar effect.
In this column, you’ll see some plain-language notes to explain each section. Please note that these explanations are not themselves legally binding and do not affect the interpretation of the terms in the left-hand column.
If we pick you to be a participant in an influencer campaign, we will ask you to create and publish original content for that campaign). We will give you details about what you need to do and how much you will be paid and you can choose whether or not to participate.
We may provide you with specific guidelines to follow regarding the content that you create for campaigns.
You are responsible for understanding and following the guidelines and specifications provided by the Company and the Client regarding the Campaign, including the Creative Brief in Exhibit A.
You are responsible for complying with all applicable Laws, including Cannabis Regulations, FTC rules regarding advertising disclosures, and any applicable regulation governing cannabis marketing.
You will always be required to comply with the Influencer Guidelines in Exhibit B and the Platform Policies. You must always disclose that you are being compensated for the content you provide us.
If any other person is involved or included in the content, you must have them sign the consent and compliance form in Exhibit C. You must provide us with a copy of the consent form before using the Content for the Campaign.
We are not responsible for monitoring your compliance with the Compliance Requirements. You are solely responsible for this compliance.
You must meet any deadlines we set.
We may review your content. If we think your content is inappropriate or in violation of Cannabis Regulations or Platform Policies, you must take it down.
You agree to give us with a copy of your content within 48 hours after we ask for it.
You may not combine any other political, social, or commercial activities with the content you create for campaigns.
You may not be critical of us or clients while providing content for a campaign.
We will compensate you for your content that you provide for a campaign, however you will not receive compensation if you violate applicable Cannabis Regulations or Platform Policies, or if any of your representations in Section 7 of this Agreement are untrue . You are responsible for your expenses, unless otherwise agreed to in writing beforehand.
We are independent contractors. This means you are providing services for us for compensation, but you are not our employee.
You are responsible for payment of your own taxes and compliance with your other legal obligations.
We will either license content from you or purchase the exclusive rights to the content. We will tell you beforehand what type of campaign it is and confirm that you agree to either license or sell your content.
If we license content, you still own it, but you are giving us and our clients the right to use the content.
You are also licensing us the right to use your personal characteristics contained in the content, as well as your social media information that you utilize in connection with the content.
If we purchase content, you are transferring all rights to that content to us. You will not have any rights to use that content unless you are using it to provide services under this contract or unless we allow it. You agree not to claim any rights to the content that we purchase.
You are also licensing us the right to use your personal characteristics contained in the content, as well as your social media information that you utilize in connection with the content.
You agree to help us enforce our and your intellectual property rights in connection with the content you create. If you can’t or won’t help us, we can act on your behalf to protect those intellectual property rights.
You agree not to make a claim that the content violates your rights, even if the content is modified from its original form.
We may disclose information regarding the Campaign, including the identity of the Client, without your prior approval. Additionally, we may use the Content to promote the Company and do not need to submit any advertisement to you for prior approval. We will determine how and if to assign credit to you regarding the use of the content.
We grant you a limited right to use the content, and our and our clients’ intellectual property, when you are providing services for us.
You do not gain any rights in our or our clients’ intellectual property.
You agree to keep the specific details of the services that you provide confidential unless we give you permission.
You may disclose that you work or have worked with us or our clients in general terms.
You represent that you can enter into this contract without violating anyone else’s rights.
You represent that the content that you provide will be original and will not violate any laws.
You represent that you are not part of a collective bargaining agreement or association.
You represent that you understand the applicable Cannabis Regulations and Platform Policies and will comply with these regulations and policies in all respects.
If you do anything that results in a legal claim being made against us or our clients, you will be responsible for any costs we or our clients incur as a result.
You acknowledge and understand that although commercial cannabis operations are permitted in certain states for medicinal and/or recreational purposes, cannabis remains illegal under federal law.
You agree not to assert a claim against us or our clients if you or others are injured, harmed, or damaged while providing services for us.
You also agree not to assert a claim against us or our clients in connection with the use of the content that you provide to us or any liability you incur for violating federal law.
If you live in California, you agree to waive all rights provided to you under Section 1542 of the California Civil Code.
This contract continues until you or we terminate it.
You can terminate this contract by providing us with 30 days advance notice. We can terminate it at any time.
We will pay you all compensation owed to you at termination.
You may no longer use our or our client’s intellectual property after termination.
Some of the rights and obligations in this contract will continue after termination.
We are not obligated to use the content you provide.
You cannot transfer this contract to anyone else without our permission.
If you or we want to formally notify the other party, it must be sent in a verified manner.
You and we must notify each other in writing if we change our mailing address.
This contract is governed by New York law. Any disputes must be resolved in the courts located in New York City.
If a court chooses not to enforce a provision of the contract, the rest of the contract will still be valid.
Any waiver of a right needs to be in writing.
This contract is the only agreement between us and replaces all other contracts or agreements that we have had in the past. It can only be changed if we both agree in writing.
[ Signature page follows ]
[To be attached.]
Market Greens, LLC ( “Company”) believes in full, fair and effective disclosures of material facts relating to Influencer’s relationship with Company and its clients (“Clients”) in accordance with the Federal Trade Commission’s Guides Concerning Endorsements and Testimonials ( http://www.ftc.gov/os/2009/10/091005revisedendorsementguides.pdf ). As such, Company requires that all Influencers adhere to the following guidelines (the “Guidelines”) when blogging, tweeting, posting on social media or otherwise publishing content about its Clients or any of its Clients’ products or services.
CONTENT PARTICIPANT RELEASE
In exchange for valuable consideration, receipt of which is hereby acknowledged, I hereby agree as follows:
Please complete the following information and sign below:
City, State, Zip:
Signature of Parent
or Guardian, if minor: ___________________________________________________