Subscription Agreement

CNB Media, LLC’s Subscription Agreement

As set forth in the Order Form or any renewal thereof (the “Order”) CNB Media, LLC dba Cannabiz Media (“CNB”) and the company identified in the Order (“Customer” or “You” or “Your”) agree that CNB shall make available to Customer the services identified in the Order (“Services”), subject to this Agreement (“Agreement”). Services may include, but are not limited to, Marijuana State License Data, Email Alerts, CNB Post Email Service, Marijuana State License Updates, and News supplied by CNB or any affiliate of CNB (“Information”).

1. Licenses

1.1 CNB grants to Customer a non-exclusive, non-transferable license (“License”) to use and display the Information specified in an Order, subject to the limitations contained in this Agreement and such Order. CNB retains all ownership rights (including copyrights and other intellectual property rights) in the Services, in any form, and Customer obtains only such rights as are explicitly granted in this Agreement and such Order.

1.2 Each license is for a term specified in the Order. The Service (i) is available only for the number of users or benefiting audience members identified and described in the Order (“Authorized Users”);(ii) is intended only for each Authorized User’s individual use; and (iii) may not be shared with other persons or entities, either internally or externally. An Authorized User is authorized by Customer to access the Services during the term of this Agreement and according to the terms of the Order, either online via Cannabiz.media or after the Information has been downloaded in accordance with the terms of this Agreement. CNB reserves the right to deny access to any and all users in excess of the number of Authorized Users specified in the Order.

2. Restrictions on Use

2.1 The Services are licensed for Customer’s internal use only and subject to any restrictions set forth in the Order. Customer will not provide Information, or other Services to others, whether directly in any media or indirectly through incorporation in a database, report or otherwise, or use or permit the use of Information to generate any statistical or other information that is or will be provided to third parties (including as the basis for providing recommendations to others); use or permit the use of Information to prepare any comparison to other information databases that is or will be provided to third parties; or voluntarily produce Information in legal proceedings.

2.2 Customer will not use any Services to engage in any unfair or deceptive practices. Customer will use the Services only in compliance with all applicable local, state, federal and international laws, rules, regulations and ordinances, and all applicable laws and regulations regarding telemarketing, commercial e-mail (e.g. CAN-SPAM), customer solicitation (including fax and/or direct mail solicitation), data protection and privacy.

2.3 If applicable, upon expiration or termination of a License with respect to particular Information, or upon receipt of Information that is intended to supersede previously obtained Information, unless CNB instructs Customer otherwise, Customer will immediately delete or destroy all originals and copies of the Information, as applicable, and upon request, provide CNB with certification thereof.

2.4 Upon reasonable notice and during regular business hours, Customer will permit CNB to inspect the locations at, or computer systems on which, Information is used, stored or transmitted so that CNB can verify Customer’s compliance with this Agreement.

2.5 CNB reserves the right to monitor Customer’s use of the Service to ensure compliance with this Agreement and prevent fraudulent use. Such monitoring of use may include but will not be limited to determining whether or not the Service is accessed under the account from multiple computers, or a disproportionate number of users. CNB reserves the right to limit access to the Services to (i) viewing or printing using a third party web browser print function, and (ii) downloading a maximum number of records per search. In addition, Authorized Users shall be bound by any access and download limitations per search session that are internal to a Service. Per 12-month term of the License, Customer and its Authorized Users shall be limited to downloading such total number of records as may be set forth in the applicable Order or posted within a Service. All download limitations will be enforced at CNB discretion. Customer may not make available a user name and password to a party that is not an Authorized User. Systematic access or extraction of content from the Service, including, but not limited to, the use of “bots” or “spiders,” is prohibited. If such monitoring indicates you are not in compliance with this Agreement or if fraudulent activity is suspected, CNB reserves the right to take such action as it deems necessary, including, but not limited to, suspension or termination of the account.

3. CNB Post Email Service

3.1 CNB has access to the information contained in the email distribution lists created by Customers of its Services in their account, as well as to the subject line and content of emails addressed to distribution lists via CNB Post Email Services. This data is stored on secure servers and is subject to computer processing to provide the Service subscribed to by the Customer and improve CNB’s Services.  With the Customer’s authorization, the behavior of the recipients of these emails may be subject to analysis (tracking of an individual’s open, click and bounce rates) to improve its email marketing campaigns.  CNB undertakes to neither transfer nor rent the data contained in the distribution lists created by Customers of its Services.

3.2 The personal data contained in the distribution lists may only be disclosed to a third party in the following instances:

with the Customer’s authorization and confirmation that the owner of this personal data has personally authorized its disclosure;
at the request of legally competent authorities, upon presentation of a court order or within the context of a legal dispute.
3.3 CNB will destroy any file(s) containing the distribution list(s), as well as any media or copies made as part of the data processing and routing operations, after a maximum period of 30 days following the termination of the contractual relationship.

3.2 Customer agrees to the following rules:

1.     You will not send Spam! By “spam,” we mean the definition on the Mailgun website.

2.     You will not violate our Acceptable Use Policy, which is part of this Agreement.

3.     If you use our API, you’ll comply with our API Use Policy.

If you violate any of these rules, then we may suspend or terminate your account.

3.3 Bandwidth Abuse/Throttling – You may only use our bandwidth for your CNBPost emails. We may throttle your sending or connection through our API at our discretion. Furthermore, You acknowledge that CNB does not control the transfer of Data via the internet, and cannot be held responsible for delays or delivery problems arising from internet or other outside connection issues.

3.4 Customer’s Liability – The Customer is solely responsible for the content of emails sent to your distribution lists in accordance with the terms of this Agreement.  The Customer may be held responsible for any non-compliance with these terms and conditions or CNB’s confidentiality or anti-spam policies, or any statutory or regulatory provisions arising from an applicable international agreement. The user will protect CNB from any damage, complaint or legal recourse by a third party as a result of the user violating these terms and conditions or CNB’s confidentiality or anti-spam policies, or any statutory or regulatory provisions arising from an applicable international agreement.

4. CNB ID Numbers

4.1 CNB ID Numbers are proprietary to and controlled by CNB and its affiliates. CNB grants Customer a non-exclusive, perpetual, limited license to use CNB ID Numbers solely for identification purposes and only for Customer’s internal business use. Where practicable, Customer will refer to the number as a “CNB ID Number” and state that CNB is a registered trademark of the CNB Media, LLC dba Cannabiz Media and its affiliates.

5. Payment

5.1 Customer will pay CNB in accordance with the Order via a valid credit card.

5.2 Customer will pay any applicable taxes relating to this Agreement, other than taxes based on CNB income and franchise – related taxes.

5.3 Notwithstanding anything to the contrary in this Agreement or the Order, all subscriptions will be automatically renewed using the credit card on file. Customer is responsible for updating credit card information when necessary. Declined credit cards will not relieve Customer of obligations under this Agreement.

6. Disclaimers

6.1 Though CNB and its affiliates use extensive procedures to keep its database current and to promote data accuracy, Customer acknowledges that the Information will contain a degree of error.

6.2 ALL SERVICES AND INFORMATION ARE PROVIDED ON AN “AS IS,” “AS AVAILABLE” BASIS. OTHER THAN AS EXPLICITLY STATED IN THIS AGREEMENT, CNB DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTIES OF ACCURACY, COMPLETENESS, CURRENTNESS, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. CNB DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE AND DISCLAIMS ANY WARRANTY OR REPRESENTATION REGARDING AVAILABILITY OF A SERVICE, SERVICE LEVELS OR PERFORMANCE. CNB WILL NOT BE LIABLE FOR ANY LOSS OR INJURY ARISING OUT OF, IN WHOLE OR IN PART, CNB CONDUCT IN PROCURING, COMPILING, COLLECTING, INTERPRETING, REPORTING OR DELIVERING SERVICES OR INFORMATION.

6.3 Customer agrees to indemnify and hold CNB harmless from any losses, including attorney fees that result from any claims Customer makes that aren’t allowed under these Terms due to a “Limitation of Liability” or other provision. (Indemnity is an agreement to compensate someone for a loss.) Customer also agrees to indemnify and hold CNB harmless from any losses, including attorney fees, that result from third-party claims that Customer or someone using Customer’s password did something that, if true, would violate any of these Terms.

7. Copyrights and Other Proprietary Rights

7.1 Services are proprietary to CNB and its affiliates and may include copyrighted works, trade secrets, or other materials created by CNB or its affiliates at great effort and expense. Customer will not disclose, contest the validity of CNB or its affiliates’ ownership of, or impair the value of, the Services in any way. Customer will reproduce CNB or its affiliate’s copyright and proprietary rights legend on all copies of the Services.

7.2 Customer will not use any trademark, service mark or trade name of CNB or any of CNB affiliated companies or publish any press releases regarding this Agreement or any order. Customer shall not disclose the negotiated pricing or terms of this Agreement, or any order, to any third party.

7.3 CNB represents and warrants to Customer that, to CNB knowledge, the Information, when used in accordance with this Agreement, does not violate any existing, U.S. copyrights, patents, trademarks, or other intellectual property rights of any third party, as of the effective date of the applicable Order. The foregoing warranty does not apply to the extent Customer modifies the Information in any way or combines the Information with material from third parties.

7.4 Customer shall implement and maintain security measures with respect to the Information in Customer’s possession that effectively restrict access to Information only to Authorized Users with a need to know, and protect Information from unauthorized use, alteration, access, publication and distribution. In no event shall such security measures be less restrictive than those Customer employs to safeguard its most confidential information. Customer shall supply CNB with a description of such security measures at CNB request. In the event of an actual or suspected breach of such security measures, Customer shall notify CNB within 24 hours.

7.5 Registration data and other information about Customer are subject to CNB Privacy Policy.

7.6 Customer represents and warrants that Customers either owns or has permission to use all of the material in Customers Emails. Customer retains ownership of the materials that Customer uploads to the Service. CNB may use or disclose Customers materials only as described in these Terms and CNB Privacy Policy.

7.7 CNB may use and disclose Customer information according to CNB Privacy Policy. CNB’s Privacy Policy will be treated as part of these Terms.

7.8. Right to Review Email Campaigns – CNB may view, copy, and internally distribute content from Customer’s Emails and account to create algorithms and programs (“Tools”) that help CNB spot problem accounts. CNB use these Tools to find Customers who violate these Terms or laws.

8. Termination

8.1 In the event of material breach of paragraph 1, 2 or 6, the non-breaching party may immediately terminate, or CNB may suspend Services under, the applicable Orders without prior notice. In the event of material breach of any other part of this Agreement by Customer or CNB, the non-breaching party may terminate this Agreement or particular Orders if such breach is not cured within thirty (30) days of written notice of breach.

8.2 The provisions set forth in paragraphs 2, 3, 5, 6, 7.2, 8 and 9 will survive the termination of this Agreement.

9. Limitation of Liability

9.1  TO THE MAXIMUM EXTENT PERMITTED BY LAW, YOU, THE CUSTOMER ASSUME FULL RESPONSIBILITY FOR ANY LOSS THAT RESULTS FROM YOUR USE OF THE SERVICES, INCLUDING ANY DOWNLOADS FROM THE SERVICES. CNB WON’T BE LIABLE FOR ANY INDIRECT, PUNITIVE, SPECIAL, OR CONSEQUENTIAL DAMAGES UNDER ANY CIRCUMSTANCES, EVEN IF THEY’RE BASED ON NEGLIGENCE OR WE’VE BEEN ADVISED OF THE POSSIBILITY OF THOSE DAMAGES. OUR TOTAL LIABILITY FOR ALL CLAIMS MADE ABOUT THE SERVICE IN ANY MONTH WILL BE NO MORE THAN WHAT YOU PAID US FOR THE SERVICE THE MONTH BEFORE.

9.2 CNB SHALL NOT BE LIABLE FOR SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF PROFITS), EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

10. Choice of Law; Disputes

10.1 This Agreement is governed by and construed in accordance with the laws of the State of Connecticut, without regard to choice of law provisions. Any disputes arising out of this Agreement that cannot be resolved by the parties will be brought in state or federal court located in New Haven, Connecticut.

10.2 Customer will pay all costs and expenses, including reasonable attorneys’ fees, that CNB incurs in any action to enforce Customer’s obligations under this Agreement.

11. Advertising and Publicity.

11.1 CNB may include a reference to Customer in any listing of its customers (including customer logos) and may include references to the Customer in written proposals made to its potential customers.

12. Miscellaneous

12.1 All prior agreements, both oral and written, between the parties on the matters contained in this Agreement are expressly cancelled and superseded by this Agreement. In no event shall any terms or conditions included on any form of Customer purchase order apply to the relationship between CNB and Customer hereunder, unless such terms are expressly agreed to by the parties in writing. Any amendments of or waivers relating to this Agreement or any Order must be in writing signed by both parties.

12.2 Third parties (including affiliates of CNB) that provide information, software or services to CNB or its affiliates for use in providing the Services are intended third party beneficiaries of paragraphs 5 and 8.

12.3 This Agreement binds and inures to the benefit of the parties and their successors and permitted assigns, except that neither party may assign this Agreement without the prior written consent of the other party; however, CNB may assign the Agreement to an affiliate or in connection with a merger or consolidation involving CNB (so long as the assignment is to the newly merged or consolidated entity) or the sale of substantially all of CNB assets (so long as the assignment is to the acquirer of such assets).

12.4 Your use of the information must in all cases comply with all applicable laws and regulations.

13. Cancellations & Renewals

All CNB Subscriptions are non-refundable. Customers are not entitled any refunds or prorations for cancellation, partial-month usage, or non-usage of the Service.

All subscriptions automatically renew at the end of each term. Such automatic renewal applies to both annual and month-to-month subscriptions. Customer must cancel the Service before the monthly or annual renewal date in order to avoid automatic billing of subscription fees for the renewal term. Cancellations must be in writing, sent to cancel@cannabiz.media.

Updated: May 1, 2017