Effective Date: July 8, 2020
II. NEUTRAL VENUE; NO MEDICAL ADVICE
Our Service offers marijuana POS systems for dispensaries and deliveries. We disclaim all liability arising out of users’ transactions, interactions and content. We do not endorse any particular user of our platform. Nothing in our Service constitutes medical advice or forms a doctor-patient relationship between you and us. Do not delay medical treatment because of anything you read on our Service.
- INTELLECTUAL PROPERTY
- Our IP. All Service contents, registered and unregistered trademarks, designs, information and images (the “Intellectual Property”) belong to us and our content suppliers. The Intellectual Property is protected by international trademark, copyright, privacy, and other intellectual property laws. You obtain no interest in that Intellectual Property. All rights not expressly granted under these Terms are reserved by us. Unless expressly stated otherwise, you shall not copy, reproduce or replicate any Intellectual Property.
- Copyright Infringement Claims. Unauthorized copying, distribution, modification, public display, or public performance of copyrighted works is an infringement of the copyright holder’s rights. You agree that you will not use our Service to infringe anyone’s intellectual property rights. We will investigate copyright infringement claims if they are reported to us to email@example.com.
- YOUR OBLIGATIONS
By using this Service, you represent, warrant and agree that:
- You will only use the Service for legal purposes and you will remain responsible for complying with all laws and regulations applicable to your use of the Service, products and services ordered through it.
- You will not submit false or misleading information to the Service.
- Our Service may contain typographical errors or other inaccuracies.
- You will not submit unsolicited bulk or commercial messages (“spam”) to our Service, other users or anyone else. Any unsolicited message must also not direct the recipient to any third party site or other resource.
- We have the right to refuse access, service or disable your account on our Service at any time for any reason or no reason without notice, explanation or liability of any kind.
- You will not use our Service to stalk, harass or defame anybody.
- You may not use any web spiders, bots, indexers, robots, crawlers, harvesters, or any other automatic process to access, acquire, copy or monitor any portion of the Service or any content, or in any way reproduce or circumvent the navigational structure or presentation of the Service or any content.
- You will not interfere with the proper working of the Service. You will not impersonate any other person or entity, submit any false, defamatory, offensive, harassing material, or any material that violates another party’s rights of privacy and publicity.
- REMEDIES FOR BREACH OF THESE TERMS
- We may take any action that we deem necessary or appropriate if we believe that any user violates the Terms of Service, infringes any intellectual property right, privacy right or confidentiality principles, threatens anybody’s personal safety or uses offensive language. We may: (i) disclose user’s identity to law enforcement agencies, to any third party claiming violation of their intellectual property or privacy right, (ii) block user’s IP address, notify user’s Internet Service Provider, (iii) take any other action provided for in these Terms of Service or available under equity or law.
- Since we cannot ensure that all material submitted to us is accurate and free of third party claims, we assume no liability for any action or inaction regarding transmissions, communications or content provided by any user or third party.
- DISCLAIMER OF WARRANTY; LIMITATION OF LIABILITY
- THIS SERVICE AND ALL OF ITS CONTENT ARE PROVIDED “AS IS”. YOU MUST NOT RELY ON ANY INFORMATION PUBLISHED ON OR LINKED TO THIS SERVICE WITHOUT FIRST MAKING YOUR OWN ENQUIRIES TO VERIFY IT IS ACCURATE, CURRENT AND COMPLETE. WE DO NOT MAKE, AND EXPRESSLY DISCLAIM, ANY REPRESENTATIONS, WARRANTIES, COVENANTS AND CONDITIONS, EXPRESS OR IMPLIED, ARISING OUT OF OPERATION OF LAW, COURSE OF PERFORMANCE, COURSE OF DEALING, USAGE OF TRADE OR OTHERWISE, INCLUDING ANY EXPRESS OR IMPLIED WARRANTIES AND CONDITIONS OF: MERCHANTABILITY; FITNESS FOR A PARTICULAR PURPOSE; NON-INFRINGEMENT; SAFETY; QUALITY; FREEDOM FROM DEFECTS OR THAT DEFECTS WILL BE CORRECTED; UNINTERRUPTED, VIRUS-FREE OR ERROR-FREE USE OF THIS SERVICE; OR ACCURACY, CURRENCY, RELIABILITY, COMPLETENESS OR APPROPRIATENESS RELATING TO THE CONTENT OF THIS SERVICE.
- WE SHALL NOT BE LIABLE TO YOU FOR INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS AND PROPERTY DAMAGE, EVEN IF WE WERE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, NOR SHALL WE BE HELD LIABLE FOR DELAY OR FAILURE IN PERFORMANCE RESULTING FROM CAUSES BEYOND OUR REASONABLE CONTROL. NO CLAIM, SUIT OR ACTION MAY BE BROUGHT AGAINST US AFTER SIX MONTHS FROM THE UNDERLYING CAUSE OF ACTION. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION, OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
You agree to defend, indemnify and hold harmless our company, its officers, directors, employees and agents, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney’s fees) arising from: (i) your use of and access to the Service; (ii) your violation of any provision of these Terms; (iii) your violation of any third party right, including without limitation any copyright, property, or privacy right; or (iv) any claim that one of your user submissions caused damage to a third party.
- GOVERNING LAW & JURISDICTION
These Terms and any action related thereto will be governed by the laws of California. Any controversy or claim arising out of or relating to these Terms, or the breach thereof, shall be settled by courts located in Los Angeles, CA.
- Electronic Communications. You agree that all notices or other communications regarding your account and/or your use of the Service (“Communications”), may be provided to you electronically and you agree to receive all Communications from us in electronic form. You may print a copy of any Communications and retain it for your records. All electronic Communications will be considered just as legally binding as if they were in paper form. You may revoke your consent to receive Communications electronically, but if you revoke your consent to receive Communications electronically, we reserve the right to terminate your right to use our Service.
- Assignment. We may transfer, assign or subcontract the rights, interests or obligations under these Terms, at our sole discretion, without obtaining your consent.
- Hyperlinks. You may link to our Service, as long as this is done in a fair way that does not negatively affect our reputation or business and does not suggest any form of association where there is none. We reserve the right to request that you withdraw any link and you agree to cooperate with us in causing any unauthorized framing or linking to terminate immediately.
- Severability. Should any part of these Terms of Service be rendered or declared invalid by an appropriate authority, such invalidation of such part or portion of these Terms of Service should not invalidate the remaining portions thereof, and they shall remain in full force and effect.
- No Waiver. Enforcement of these Terms of Service is solely in our discretion, and failure to enforce the Terms of Service in some instances does not constitute a waiver of our right to enforce them in other instances.
- Prevailing Language. In the event of any discrepancy between the English original version of these Terms and any foreign language translation, the English version prevails.
Please submit your inquiries to firstname.lastname@example.org. You can also contact us by mail at the following address:
6464 Sunset Blvd. Suite 1100, Los Angeles, CA 90028
Effective Date: July 8, 2020
This SaaS Subscription Agreement (the “Agreement”) governs your use of IndicaOnline management system and POS (the “Service”). The Service is owned and operated by U.S. Software Inc., a California corporation (“IndicaOnline,” “We,” “Us,” or “Our”). By accessing the Service you indicate your acceptance of this SaaS Subscription Agreement.
- Service Activation, Support & Security
- Activation. We will provide you with instructions on how to configure the Service. We will supply, at no extra cost to you, all manuals, training materials, guides, technical design, functional specifications manuals and other relevant materials and documentation (the “Documentation”). You may download, print or copy the Documentation as needed, provided all copyright notices are included. You acknowledge that we shall not be liable for any damages arising out of configuration and setup procedures, even if we assisted with the configuration.
- Access. You, to the extent of your control, shall be responsible and liable for any and all access to and use of the Services by your end users. You understand and acknowledge that Indica is not responsible for maintaining accounts and passwords of end users.
- Uptime Guarantee. We warrant that the Service will be available at least 99.95% of the time in any given month (the “Uptime Guarantee”). This Uptime Guarantee is further detailed on Exhibit A which is attached hereto and made an integral part hereof.
- Support. We will make commercially reasonable efforts to have the Service available at all times, excluding scheduled maintenance down time, upgrades or new releases. We provide 24/7 ticketing support. Phone support: 7am-9pm Mon-Fri, 9am-7pm Sat-Sun. However, we do not guarantee that the Service will operate successfully 100% of the time or that our technical support will successfully resolve all of the issues, especially where the Service may be affected by other systems of customer or of any third party.
- Security. We will implement reasonable security measures to protect your data and will, at a minimum, utilize industry standard security procedures. We do not store any personal information or images received from you unless requested by you for purposes of support, and all personal information and images are deleted after the support issues are resolved.
- E-commerce Enrollment. We will enroll licensed retailers and delivery services into our proprietary e-commerce platform Potify to activate online ordering functionality for the Service.
- Pricing, Payment & Late Fees
- Pricing. The fees for use of the Service are: $299 per month for Basic and $499 per month for Elite. We may increase prices from time to time upon thirty (30) days advance written notice to you.
- Payment. All payments due under this Agreement shall be made via credit card or debit card from a bank located in the United States or Canada. All payments hereunder shall be made in U.S. dollars. If the due date of any payment hereunder is a Saturday, Sunday or national holiday, such payment may be paid on the following business day. Access to service will be restricted after 7 days of non-payment.
- Late Fees. Overdue payments are subject to a service charge of one and one half percent per month, or the maximum charge permitted by law, whichever is less, as calculated from the invoice due date until the date full payment is received. In case any payment is more than 30 days overdue, IndicaOnline has the right to suspend your Service use and impose an additional reactivation fee of $150.
- Intellectual Property
- IP Ownership. U.S. Software Inc. owns all intellectual property rights to the Service. Service features, look and feel, design, registered and unregistered trademarks are protected by the US and international copyright, trademark, trade secret, and other intellectual property or proprietary rights laws.
- Use License. Our Service is licensed to you, not sold, so you will not acquire any ownership rights in the Service pursuant to this Agreement or the Fee Agreement. Subject to this SaaS Subscription Agreement, we grant you a limited, non-exclusive, non-transferable, and revocable license to access the Service solely for your own internal business needs. You must not reverse engineer, disassemble or decompile any part of our Service, except and only to the extent that the applicable law expressly permits doing so.
- Your Data. Your data remains yours. We do not claim ownership of any content submitted through our Service. You, not IndicaOnline, are solely responsible for the content you submit through our Service. We are not a backup service and we will not be responsible for loss of your content.
- Takedown Requests. We respect the intellectual property rights of others and require our users to do the same. All claims of copyright infringement committed using our Service will be investigated if reported to our designated Copyright Agent via email: email@example.com_. If we believe that any posted material violates any applicable law, we will remove or disable access to any such material and/or terminate or suspend the offending user’s account.
- Definition. You and U.S. Software Inc. (each a “party,” “recipient,” or “disclosing party,” as the case may be) agree to treat as confidential non-public business or technical information of the other party, whether oral, written or otherwise, including, but not limited to: (i) any financial information, business plans, marketing strategies, and performance results; (ii) plans for products or services, and customer or supplier lists; (iii) any concepts, reports, data, know-how, works-in-progress, specifications, computer software, source code, object code, flow charts, databases, inventions, information and trade secrets; (iv) any scientific or technical information, invention, design, improvement, technology or method (“Confidential Information”). Information need not be novel, unique, patentable, copyrightable or constitute a trade secret in order to be designated Confidential Information.
- Authorized Disclosure. Recipient of Confidential Information may disclose the Confidential Information to its employees, agents, contractors and consultants (collectively “Representatives”) only if they have a specific need to know such Confidential Information in order to accomplish the purpose for which it was provided and only if they are bound by confidentiality obligations that prohibit unauthorized disclosure or use of such Confidential Information on terms no less restrictive or protective as those contained in this Agreement. Recipients shall be responsible for any violation by its Representatives.
- Exceptions. Confidential Information does not include information where: (i) the information is or becomes part of the public domain through no breach of this Agreement; (ii) the information is subsequently lawfully obtained by recipient from a third party who is established as a lawful source of the information, without breach of this Agreement by the recipient; (iii) the information was known by recipient prior to its disclosure by disclosing party, as evidenced by the written records of recipient; (iv) disclosing party has provided its prior written consent to such disclosure.
- Venue. OUR SERVICE IS A NEUTRAL VENUE. WE ARE NOT RESPONSIBLE FOR ANY CONDUCT OR CONTENT PROVIDED BY THE SERVICE USERS. THEREFORE, WE DISCLAIM ALL LIABILITY ARISING OUT OF OR RELATED TO USER CONTENT, CONDUCT AND ARRANGEMENTS.
- Disclaimer of Warranty. WE DO NOT WARRANT THAT THE SERVICE WILL MEET YOUR EXPECTATIONS OR REQUIREMENTS. EXCEPT FOR OUR UPTIME GUARANTEE, WE HEREBY DISCLAIM ALL OTHER WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF NON-INFRINGEMENT AND FITNESS FOR PARTICULAR PURPOSE. We do not guarantee that any content provided on the Service is complete, accurate or up-to-date. You are responsible for implementing sufficient procedures to satisfy your particular requirements for the safety of your personal information, anti-virus protection and accuracy of data input and output. WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY VIRUSES OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR DEVICE, COMPUTER PROGRAMS, DATA OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE SERVICE OR TO YOUR DOWNLOADING OF ANY MATERIAL POSTED ON IT. Some jurisdictions do not allow the exclusion or limitation of liability, so the aforementioned limitations may not apply to you.
- Limitation of Liability. IN NO EVENT WILL WE, OUR EMPLOYEES, AGENTS, OFFICERS OR DIRECTORS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, THE SERVICE, ANY SITES LINKED TO IT, ANY CONTENT, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, DEATH, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT OR OTHERWISE, EVEN IF FORESEEABLE. IN NO EVENT SHALL OUR MAXIMUM AGGREGATE LIABILITY EXCEED THE FEES RECEIVED FROM YOU FOR THE SIX MONTHS PRECEDING THE DATE OF THE CLAIM. NO CLAIM, SUIT OR ACTION MAY BE BROUGHT AGAINST US AFTER SIX MONTHS FROM THE DATE THE UNDERLYING CAUSE OF ACTION AROSE. Some jurisdictions do not allow the exclusion or limitation of liability, so the aforementioned limitations may not apply to you.
- Third Party Networks
- Data Security
Indica will adhere to the generally accepted industry security standards. Interfaces between any Service servers and the internet will include firewalls or other online security infrastructure to prevent accidental, unauthorized or unlawful access to data. Indica may temporarily suspend your access to the Services in the event of suspicious activity or other security issues. Indica will use commercially reasonable efforts to resolve and mitigate the risk and resume your use of the Service as soon as possible.
- User Obligations
By accessing the Service, you represent, warrant and agree that:
- You are responsible and liable for how you and your end users access and use the Service. You shall determine, through each Administrative User, the appropriate access rights in connection with the Service.
- It is your sole responsibility to ensure that your use of the Service complies with all applicable laws, including, without limitation, laws relating to privacy, security, and confidentiality.
- It is your sole responsibility to ensure your use of the Service complies with any applicable professional responsibility and ethics rules.
- It is your sole responsibility to ensure your use of the Service complies with any applicable state, local, excise or any other tax laws. We recommend that you consult with a certified tax advisor to ensure that you are applying the correct tax percentages for your business.
- You will use commercially reasonable efforts to prevent unauthorized access to, or use of, the Service and will notify us as soon as possible of any unauthorized access or use.
- You assume all risks and all costs associated with your use of the Service, including, without limitation, any Internet access fees and back-up expenses.
- You are solely responsible for the content you submit to or through the Service. Your content will not infringe anyone’s privacy or intellectual property rights, contain false, misleading or defamatory information.
- We may contact you for reasons relating to your use of our Service. You will cooperate with us by timely responding to our reasonable inquiries related to the Service.
- We may terminate any user account with or without notice using our sole reasonable discretion.
- You will treat all your login credentials confidential. Do not disclose them to any third party. 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.
- We may withdraw or change our Service in any way we deem appropriate without prior notice to you. We will not be liable if for any reason all or any part of the Service is unavailable at any time or for any period to registered users or visitors.
- Prohibited Conduct
You must not:
- Use the Service for any illegal purpose, upload, post, link to, copy or republish copyrighted material without permission from the rights holder.
- Submit false, inaccurate, misleading, fraudulent, defamatory, abusive, obscene, threatening, harassing, racially offensive, or objectionable content. We reserve the right to have a final say in what constitutes “objectionable” content.
- Use the Service to defraud, stalk, defame, bully, threaten or intimidate anyone.
- Publicly post any confidential or private information, such as credit card information, social security numbers, private phone numbers or private email addresses. You may, however, store such sensitive information in the secure areas of your account.
- Take any action that imposes, or may impose, in our sole discretion, an unreasonable or disproportionately large load on our infrastructure.
- Impersonate any other person or entity.
- Transmit, or procure the sending of, any advertising or promotional material and unsolicited mass communication (spam) without our prior written consent.
- Introduce any viruses or other harmful material, use any device, software or routine that interferes with the proper working of the Service.
- Attempt to gain unauthorized access to, interfere with, damage or disrupt any parts of the Service.
- Otherwise attempt to interfere with the proper working of the Service or anyone’s use and enjoyment of it.
You agree to defend, indemnify and hold harmless us, our affiliates and licensors, officers, directors, employees, contractors, agents from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses or fees (including reasonable attorneys’ fees) resulting from your violation of this SaaS Subscription Agreement or your use of the Service.
- Monitoring and Enforcement; Termination
We have the right to take any action that we deem necessary or appropriate if we believe that a user violates this Agreement, infringes any intellectual property right or other right, threatens the personal safety of users of the Service and the public. We may:
- Fully cooperate with any law enforcement authorities or court order requesting or directing us to disclose the identity of anyone posting any materials on or through the Service.
- Disclose your identity to any third party who claims that material posted by you violates their rights, including their intellectual property rights or their right to privacy.
- Terminate or suspend your access to all or part of the Service for any or no reason, including without limitation, any violation of this SaaS Subscription Agreement.
- Take appropriate legal action.
- Linking to the Service
- You may link to our Service in a way that is legal, fair and does not damage our reputation or take advantage of it, but you must not establish a link in such a way as to suggest any form of association, approval or endorsement on our part where none exists.
- You must not establish a link from any website that is not owned by you.
- You agree to cooperate with us in causing any unauthorized framing or linking immediately to cease. We reserve the right to withdraw linking permission without notice.
- Term & Termination
- This Agreement shall be effective upon the Effective Date listed at the top of the Agreement. The term shall be one (1) year. Thereafter the Agreement shall automatically renew for additional periods of one (1) year. Indica and you shall have the ability to terminate the Agreement upon providing the other party with seven (7) days prior written notice at any time without cause. Termination of this Agreement shall not release or affect, and this Agreement shall remain fully operative as to, any obligations or liabilities incurred by either party prior to the effective date of such termination; provided, however, that all indebtedness of either party to the other shall become immediately due and payable on the effective date of termination.
- Sections which by their nature are meant to survive the termination of this Agreement shall so survive.
Indica has the right to refer to you as the recipient of Indica’s services in marketing materials and on Indica’s website.
- Assignment. You may not assign your rights and obligations under this SaaS Subscription Agreement without our prior written consent. We may transfer, assign or subcontract the rights, interests or obligations under the SaaS Subscription Agreement, at our sole discretion, without obtaining your consent.
- Relationship of the Parties. You and Indica Online, Inc. are independently contracting parties. No agency, partnership, joint venture, employment relationship is intended or created by this Agreement. Neither party shall have any authority to act for, bind, make any representations or warranties, or assume any obligation or responsibility, express or implied, on behalf of the other party, except as specifically authorized under this Agreement or by written direction of the other party.
- Governing Law. By accessing the Service, you agree that any legal matter that may arise between you and us relating to the Service shall be governed by the laws of California, and exclusively by its courts, without regard to any conflict of law principles that would result in application of any other law.
- Severability. Should any part of this SaaS Subscription Agreement be rendered or declared invalid by an appropriate authority, such invalidation of such part or portion of this SaaS Subscription Agreement should not invalidate the remaining portions thereof, and they shall remain in full force and effect.
- Waiver. Enforcement of this SaaS Subscription Agreement is solely in our discretion, and failure to enforce the SaaS Subscription Agreement in some instances does not constitute a waiver of our right to enforce them in other instances.
We will use commercially reasonable efforts to make the Service available 99.95% of the time during any monthly billing cycle. In the event the Service does not meet the Uptime Guarantee, you will be eligible to receive a Service Credit as described below.
- “Monthly Uptime Percentage” is calculated by subtracting from 100% the percentage of minutes during the month in which the Service was unavailable. Monthly Uptime Percentage measurements exclude downtime resulting directly or indirectly from any Exclusion (defined below).
- A “Service Credit” is a dollar credit, calculated as set forth below, that will be credited by us to your future invoice. In the event you terminate this Agreement and use of the Service, we shall be entitled to set-off the Service Credits against any amounts owed to us by you and shall refund the balance of any unused Service Credits to you.
Service Credits are calculated as a percentage of subscription fee paid by you in a given month for use of the Service in accordance with the schedule below:
|Monthly Uptime Percentage
|From 99.0% up to, but not including, 99.95%
|From 90.0% up to, but not including, 99.0%
|From 80.0% up to, but not including, 90.0%
|Less than 80.0%
Credit Request and Payment Procedures
Within thirty (30) days of the end of the relevant calendar month, you must submit a written request to us for a Service Credit, along with sufficient information for us to verify the time(s) and date(s) of the event for which you are claiming a Service Credit. If the Monthly Uptime Percentage when calculated by us falls below the Uptime Guarantee, then we will notify you that a Service Credit will be issued to you within one billing cycle following the month in which such request was confirmed by us. Your failure to request a Service Credit in a timely manner or provide sufficient information to us that we may reasonably request in order to verify the Monthly Uptime Percentage will disqualify you from receiving a Service Credit.
Exclusions shall not be included in the calculation of the time the Service was available in any given calendar month. As used herein, “Exclusion” shall mean any unavailability: (i) due to our planned maintenance or downtime the occurrence of which you received at least 24-hour advance written notice; (ii) caused by factors outside of our reasonable control, including any force majeure event or Internet access or related problems beyond the demarcation point of our Service; (iii) that result from the failure of your software, equipment, technology or facilities, including but not limited to, network unavailability or bandwidth limitations outside of our network; or (iv) arising from our suspension and termination of your right to use the Service in accordance with this Agreement.