CliqueMJ Order Terms And Conditions
These Terms and Conditions(“Terms”) provided by CliqueMJ. hereby referred to as “CliqueMJ” govern your access to and use of the features, services, apps and websites (“CliqueMJ Properties”), and any information, text, graphics, photos or other materials uploaded, downloaded or appearing on the CliqueMJ Properties (collectively referred to as “Content”). Your access to and use of the CliqueMJ Properties is conditioned on your acceptance of and compliance with these Terms. By accessing or using the CliqueMJ Properties you agree to be bound by and comply with these Terms which are incorporated into the CliqueMJ Client Order.
- General Platform.
- CliqueMJ provides a platform for stores to develop, operate and maintain consumer engagement through various communication methods, advertising products, brands and promotions, loyalty programs and other features which can be enabled or disabled as Client desires.
- These services are access by Client and users via the CliqueMJ website (CliqueMJ.com), the administrative portal (https://portal.CliqueMJ.com), the CliqueMJ App available on the Apple and Android stores, integrated API’s between Point-of-Sale systems and CliqueMJ and via other interfaces available from time to time being collectively referred to as the “CliqueMJ Properties”).
- CliqueMJ shall have the right to determine the content, appearance, functionality and all other aspects of the CliqueMJ Properties including but not limited to websites, and Smartphone Apps at its sole discretion with the exception of content contributed by Clients.
- Client Loyalty Program.
- Each Client who participates on the CliqueMJ platform may choose to offer to develop a tailored promotional loyalty program which will consist of a reward-based loyalty program tracked using the CliqueMJ Properties, which results in customers (“Users”): (1) earning credits, awards, cash-back, rebates, loyalty tier awards, and other rewards with each eligible purchase from your business (“Rewards”), (2) being exposed to personalized offers, promotions, events, incentives and discounts (“Offers”), (3) receiving digital copies of their receipts using the Smartphone App (“Digital Receipts”), (4) receiving communications from you in the form of email, text messages, push notification, or other communications (“Marketing”) and (5) taking or performing certain actions or behaviors and, (6) providing customer feedback using the CliqueMJ marketing platform.
- Client will create Offers and Rewards using the Client administration website (“Portal”) which is available through the CliqueMJ.com Website or directly through https://portal.CliqueMJ.com.
- Client shall retain sole responsibility for each Offer’s legal compliance in the jurisdictions where offered and redeemable.
- CliqueMJ Rewards Program. CliqueMJ may offer and provide to Users CliqueMJ Loyalty Points “Tokens” for any purchase by Users on the CliqueMJ Properties. The CliqueMJ Token permits Users to access VIP rewards and offers provided by CliqueMJ, which may include rebates, rewards or discounts on products sold by CliqueMJ. CliqueMJ may offer Users rewards from food and entertainment companies using the CliqueMJ Properties at CliqueMJ’s sole discretion. Purchases or redemptions of such offers by Users will not result in loyalty points under the Client’s Loyalty Program. The accumulation of Tokens is based on CliqueMJ’s own calculation which may be changed from time to time at CliqueMJ’s sole discretion.
- CliqueMJ Reporting. As part of the Client Loyalty Program, CliqueMJ will also provide to Client, at Client’s request, periodic detailed data reports and analytics covering select aspects of Client’s business, including the Client Loyalty Program.
- CliqueMJ data review and reporting, loyalty offer generation services, Marketing and all other services provided by CliqueMJ for the direct or indirect benefit of Client may be referred to herein as the “CliqueMJ Service”.
- CliqueMJ API.
- As part of the Client Loyalty Program, Client may be offered an Integration to identify the User, to capture and deliver the store transaction data that in some cases is transferred between store’s Point of Sale (“POS”) terminals (“Transaction Data”) to CliqueMJ’s server, for use in the Client Loyalty Program and CliqueMJ CliqueMJ Properties.
- Principal CliqueMJ Obligations.
- In connection with the Client Loyalty Program, CliqueMJ agrees to:
- Assist you to design a Client Loyalty Program for your business that will be beneficial and attractive to Users;
- Advertise your Client Loyalty Program and your Offers on CliqueMJ Properties or other websites we specify, or through our affiliate network and advertising partners;
- In connection with the Client Loyalty Program, CliqueMJ agrees to:
- Facilitate Users’ use of the Client Loyalty Program through the CliqueMJ Properties;
- Provide you with periodic status updates and detailed reports relating to your Rewards, Offers and Client Loyalty Program usage and redemption (“Reports”).
- Immediately notify Client of any unauthorized use or suspected unauthorized use, fraud or suspected fraud, or other breach of security of the CliqueMJ Properties;
- When CliqueMJ distributes advertisements Offers or Rewards associated with your Client Loyalty Program, we do so as an independent marketing portal and platform.
- Principal Client Obligations.
- You, as the licensed Client, are the sole provider of Offers and the sole issuer of the Rewards (if applicable), and you are the exclusive seller of the products and/or services described in the Client Loyalty Program. As such, Client will:
- Assist CliqueMJ to design the Client Loyalty Program, provide complete and accurate information as may be requested in connection with operating the Client Loyalty Program, maintain the accuracy of all such information, and, if applicable, provide prompt approval of any proofs of solicitation, marketing, advertising and other materials for the Client Loyalty Program;
- Authorize CliqueMJ to advertise the Client Loyalty Program and make minor adjustments to any and all Client Loyalty Program solicitation, marketing and/or related advertising copy or layouts as CliqueMJ deems necessary or desirable to run and promote your Client Loyalty Program efficiently, which authority is hereby granted;
- You, as the licensed Client, are the sole provider of Offers and the sole issuer of the Rewards (if applicable), and you are the exclusive seller of the products and/or services described in the Client Loyalty Program. As such, Client will:
- Determine the loyalty-level construct for the Client Loyalty Program;
- Client shall at all times, retain the legal obligation to honor the Offers and redeem the Rewards for the products and/or services promised to the Users under the Client Loyalty Program;
- Use of any Offers and or Rewards for tabaco or cannabis products is at the sole discretion of Client, and shall comply with all Applicable Law;
- No Offers or sales of products shall be made to any person, or in any manner, prohibited by law;
- Acknowledge that you are solely responsible to abide and comply with all applicable Federal, state, local or international laws, statutes, rules, regulations or orders, including without limitation those governing expiration, redemption and restrictions of rewards, offers, gift cards, coupons and/or gift certificates (collectively, “Applicable Law”);
- Without limiting the foregoing, Client acknowledges that Applicable Law may require Client to redeem Rewards beyond any date specified in the Client Loyalty Program terms, offers or advertisements created by Client. Accordingly, notwithstanding any Reward expiration date stated in the Client Loyalty Program, Client agrees that for the time period required by Applicable Law, Client shall permit Users to redeem the Rewards for the product and/or services applicable; herein;
- You agree that CliqueMJ shall have no obligation to make any redemption to User in place of Client’s obligation;
- Immediately notify us of any unauthorized use or suspected unauthorized use, fraud or suspected fraud, or other breach of security of the Client Loyalty Program or the CliqueMJ Properties;
- Use its best efforts to effectively notify and inform your existing customers about your relationship with CliqueMJ and your Client Loyalty Program, including through the use of Twitter, Facebook and other social media platforms, as well as by email, text or other communications where available. All such communications should include details relevant for CliqueMJ and Client promotional purposes;
- Not directly or indirectly offer or otherwise market, or permit any third party to offer or otherwise market, a promotion, sale, discount, offer or reward (including loyalty reward) that contains terms which are better than those of any Offer and/or Reward within any loyalty tier within your Client Loyalty Program, including through any third party certificates, coupons, or promotions;
- In the event Integration is in use, make the Integration and associated CliqueMJ interface available at the POS at all times and not upgrade, change or update the POS without prior notice to CliqueMJ that is sufficient to allow CliqueMJ to accommodate or object to any such changes and to meet any POS requirements for CliqueMJ to perform its associated update to the integration;
- Not directly or indirectly use the CliqueMJ CliqueMJ Properties for sending unsolicited messages (“spam”) or for hosting of illegal or prohibited content;
- Not add extra fees, charges and/or conditions that contradict the CliqueMJ Client Order or the specific terms set forth in connection with the Client Loyalty Program or any Applicable Law;
- In the event Client will use the Menu function within the CliqueMJ Properties, Client shall provide CliqueMJ with your products/service catalog (“Catalog”);
- If any federal, state or local agency issues an order pursuant to any laws, rules or regulations requiring Client to recall, replace or make refunds with respect to all or part of any products and/or services offered or provided in connection with the Client Loyalty Program or where Client determines that a recall is warranted, Client shall do so solely at its own expense and assume all costs (including without limitation, reimbursements to CliqueMJ for its out-of-pocket expenses) and such recall shall be effectuated in a manner determined by Client;
- In the event you promote a product you are prohibited by any law, rule or regulation from selling, promoting or offering, CliqueMJ reserves the right to terminate your participation in the CliqueMJ Properties in part or in whole at any time at CliqueMJ’s sole discretion without refund.;
- CliqueMJ shall not be liable for any cost, loss or damage arising from your failure to comply with the above requirements or any other requirement not specified herein which has the same or similar result.
- Complaints, Returns and Fraud.
- Any complaints received or made, returns requested or potential fraud reports shall be immediately communicated to the other party.
- CliqueMJ and Client shall cooperate with each other in a reasonable manner to appropriately resolve these reports.
- Each party shall, when necessary or appropriate, or when reasonably requested by the other party, undertake a factual investigation of the report.
- If a User wishes to return an item purchased, it shall be in the Client’s sole discretion whether to accept such returns pursuant to these terms and conditions and shall be in accordance with all Applicable Law.
- In the event of a return, the Client must process such returns only through a POS terminal and notify CliqueMJ of such return with full details on the return.
- If a User suffers any loss associated with either parties’ employee fraudulent behavior, that party agrees to immediately refund User for all losses.
- CliqueMJ and Client agree not to post, communicate or advertise any issue caused or implied to be caused by the other in any way, manner or format.
- Client will pay CliqueMJ according to the pamynet amount and terms indicated on the CliqueMJ Client Order document.
- You shall be billed by invoice issued by CliqueMJ.
- If Client is on a Month-To-Month (MTM) payment plan, CliqueMJ may change the fees it charges for any Service by providing Client with a notice of such change at least 30 days before the change becomes effective. If Client does not agree to the change in fees, Client may terminate this order and Client’s use of the CliqueMJ Properties by notifying CliqueMJ of termination prior to the effective date of the fee change. The Client’s use of the CliqueMJ Properties shall thereupon be terminated as of the effective date of the fee change. Client’s failure to terminate this contract prior to the effective date of the fee change shall constitute Client’s acceptance of the change in fees.
- Client agrees and understands that a “Late Fee” of $50.00 will be added for each payment not paid within five days of invoice and that the unpaid balance will accrue an interest penalty at the maximum rate allowed by law.
- Bounced checks or payments where CliqueMJ receives an NSF or Insufficient Funds notice shall be billed as a NSF fee to the Client for $35 and may incur a Late Fee as well if not paid within the five (5) day period.
- CliqueMJ shall be entitled to recover all reasonable costs of collection (including attorneys’ fees) incurred in attempting to collect payment from Client.
- If a chargeback is received, you grant CliqueMJ the uncontested right to collect the amount charged back from your organization including Late Fees, interest and any and all collection and legal fees paid to collect those charges. Furthermore, you agree and understand your organization will be removed from CliqueMJ’s CliqueMJ Properties and you may be denied access to any or all CliqueMJ CliqueMJ Properties along with those of any of CliqueMJ’s affiliates, investors, owners, directors, partners, clients, advertisers or any other individual or organization which has a relationship with CliqueMJ in any form for an indefinite period of time at CliqueMJ’s sole discretion.
- Intellectual Property.
- You hereby grant CliqueMJ, our affiliates and our agents and advertising partners a non-exclusive worldwide, royalty-free license and right to use, copy, display, reproduce, modify, edit, sublicense, distribute, make derivative works of, and publish any of the Client trademarks, service marks, logos, photographs, text, images, advertising copy, statements, claims, or other content in connection with performing the services ordered, including any as part of any marketing or promotion of the Client pursuant to these Terms. You also agree that we may publish your corporate name, artwork, text, trademark, trade dress, and/or logo on CliqueMJ Properties and on the websites, mobile applications and online services of our affiliates and advertising partners, to acknowledge Client as a CliqueMJ customer. You represent and warrant to us that you have the full right and ability to license the Content to CliqueMJ, and that the use, copying, modification and publication of the Content by us and by our affiliates and advertising partners: (a) will not infringe, violate or misappropriate any third party copyright, patent, trade secret or other third party right, (b) will not infringe upon any persons rights of publicity or privacy, and (c) will not be defamatory, obscene, threatening, unfair, misleading, deceptive, malicious, or otherwise expose Client and/or CliqueMJ to civil or criminal liability, or otherwise violate any applicable law or regulation. You assume sole responsibility for the accuracy of the Client Content including, without limitation, descriptive claims, warranties and guarantees.
- You agree and acknowledge that we own all right, title and interest in and to the CliqueMJ Properties, Confidential Information (defined below), online services, trademarks and other content and materials related to CliqueMJ or used by us to promote, sell, generate, or distribute CliqueMJ Properties, other than (i) the Client Content, (ii) Transaction Data, (iii) Catalog and (iv) Reports (collectively, the “CliqueMJ IP”), and no licenses or other rights to the CliqueMJ IP are granted to you by these Terms or otherwise. You shall not rent, lease, sublicense, distribute, transfer, copy, reproduce, download, display, modify or timeshare the CliqueMJ IP or any portion thereof, or use the CliqueMJ IP as a component of or a base for products or services prepared for commercial sale, sublicense, lease, access or distribution. You shall not prepare any derivative work based on the CliqueMJ IP, nor shall you translate, reverse engineer, decompile or disassemble the CliqueMJ IP.
- Representations and Warranties.
- You represent and warrant that
- You have the right, power and authority to enter into the CliqueMJ Client Order, (including being bound by these Terms),
- You are licensed to manufacture, offer or sell the products in all states, provinces and countries where you operate,
- You represent and warrant that
- you are registered for sales and use tax collection purposes in all jurisdictions in which your products and services will be provided and presentation of associated Offers and Rewards,
- Each Reward shall be immediately available for redemption by Users unless otherwise communicated to User,
- The terms and conditions, including any discounts or products and services offered thereunder, comply with all Applicable Law,
- Any advertising or promotion of your products or services will not constitute, and you will not engage in any, false, deceptive or unfair trade practices;
- You have received all appropriate permits and licenses in connection with your business and with the Offers and the Reward and such permits and licenses are currently in effect and will be in effect until the expiration of all of the Rewards.
- We will make reasonable efforts to provide the CliqueMJ Properties and associated services to you in compliance with the description in these Terms. OTHER THAN AS EXPLICITLY SET FORTH HEREIN, WE MAKE NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE CLIQUEMJ PROPERTIES AND ASSOCIATED SERVICES OR THE Client LOYALTY PROGRAM, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF DISPENSARYABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. WE DO NOT WARRANT OR GUARANTEE THAT YOU WILL ACHIEVE ANY LEVEL OF SALES, REVENUE OR PROFIT. WE DO NOT WARRANT OR GUARANTEE THAT THE CLIQUEMJ PROPERTIES OR ASSOCIATED SERVICES WILL ALWAYS BE AVAILABLE OR OPERATE ERROR-FREE, THAT THE OFFERS AND REWARDS WILL BE ERROR-FREE, OR THAT ANY ERRORS, OMISSIONS OR MISPLACEMENTS IN THE DISPENSARY LOYALTY PROGRAM WILL BE CORRECTED. No statement, either orally or in writing, made by any of our officers, employees or agents will vary this paragraph.
- CLIQUEMJ IS NOT PERMITTED TO PROVIDE, AND DOES NOT PROVIDE, LEGAL ADVICE, AND CLIENT IS SOLELY RESPONSIBLE FOR COMPLIANCE WITH ALL APPLICABLE LAW.
- Limitation of Liability.
IN NO EVENT WILL CLIQUEMJ BE LIABLE OR OBLIGATED TO YOU OR ANY THIRD PARTY IN ANY MANNER FOR ANY INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES, OR DAMAGES ON ACCOUNT OF LOST PROFITS, LOST REVENUES OR FAILURE TO REALIZE ANTICIPATED BUSINESS BENEFITS, ARISING IN CONNECTION WITH THE CLIQUEMJ CLIENT ORDER (INCLUDING THESE TERMS) REGARDLESS OF THE FORM OF ACTION, WHETHER OCCURRING IN CONTRACT, TORT, NEGLIGENCE, STRICT PRODUCT LIABILITY, OR OTHERWISE, AND WHETHER OR NOT WE KNEW THAT SUCH DAMAGES MAY HAVE BEEN INCURRED. IN NO EVENT WILL OUR LIABILITY FOR ANY DAMAGES ARISING IN CONNECTION WITH THE CLIQUEMJ CLIENT ORDER(INCLUDING THESE TERMS) EXCEED THE AMOUNT OF FEES PAID TO AND RETAINED BY US OVER THE THREE MONTHS PRIOR TO THE DATE OF THE CLAIM RELATED TO THE DAMAGES. THIS LIMITATION OF LIABILITY SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW AND NOTWITHSTANDING THE FAILURE OF ANY LIMITED REMEDY.
Client agrees to indemnify and hold harmless CliqueMJ, its affiliated and related entities, and any of their officers, directors, stockholders, employees and agents (“CliqueMJ Indemnities”) against any claims, actions, suits, investigations, liabilities, losses, damages, costs and expenses, including but not limited to attorneys’ fees and costs (“Damages”), arising out of, relating to, or incurred in connection with, any of the following: (a) any breach or alleged breach of your representations, warranties or covenants set forth herein; (b) any claim for state sales or use tax obligations arising from the use of Incentive and subsequent redemption of any Rewards associated with the Client Loyalty Program or other CliqueMJ services, or any claim by any local, state or federal governmental entity for unredeemed Rewards or unredeemed cash values of Rewards or any other amounts under any applicable abandoned or unclaimed property or escheat law, including but not limited to any claims for penalties and interest (“Abandoned Property Claims”), as well as all attorney’s fees, related to any action against, or determinations against, CliqueMJ related to any action to pursue CliqueMJ for any such taxes or Abandoned Property Claims; (c) any claim concerning your failure, or alleged failure, to honor an Incentive or redeem a Reward; (d) any claim arising out of or relating to the products or services provided by you, including but not limited to, any claims for false advertising, product defects, personal injury, death, or property damages; or (e) any failure of the Client Loyalty Program or other CliqueMJ services to comply with law, except in the case of this subsection (e) to the extent such Damages are caused by the gross negligence or willful misconduct of any CliqueMJ Indemnity.
- In connection with these Terms, CliqueMJ and Client may disclose to each other certain confidential and proprietary information relating to their respective businesses, customers, suppliers, prices, products, Reports, Catalog and technologies that are not generally publicly known (“Confidential Information”). Each of us shall keep confidential the Confidential Information of the other party, not disclose it to any third party, and not use it except for the purposes of these Terms.
- The obligations of confidentiality herein shall not apply to (a) information in the public domain without fault of the receiving party; (b) information disclosed to the receiving party or in the possession of the receiving party without any breach of confidentiality of the receiving party or any third party; (c) information independently developed by the receiving party without use of the Confidential Information of the disclosing party; (d) information required to be disclosed in order to comply with Applicable Law; and (e) CliqueMJ’s use and disclosure of aggregated statistics about the loyalty programs we support, including the Client Loyalty Program.
- Notwithstanding anything to the contrary in these Terms, CliqueMJ shall have the right to use or disclose Transaction Data and other Confidential Information of Client (a) in connection with any investment to be made in CliqueMJ, (b) in connection with an acquisition of CliqueMJ’s business that includes the CliqueMJ Client Order, (b) to any law enforcement, judicial authority, or governmental or regulatory authority, to the extent required by law or legal process, or (c) if in CliqueMJ’s reasonable discretion, such use or disclosure is necessary to enforce or protect CliqueMJ’s legal rights or to protect third parties.
- Cancellation, Suspension or Termination.
- You may cancel the CliqueMJ Client Order only upon thirty (30) days written notice to CliqueMJ (such date when proper notice is received by CliqueMJ being referred to as the “Notice Date”, the date Dispensary Loyalty Program is cancelled, whether 30 days following the Notice Date or otherwise, being referred to as the “Cancellation Date”). We have the right to suspend the operation of any Dispensary Loyalty Program or suspend an Offer or Reward, or to terminate and to cancel any Dispensary Loyalty Program then-running, at any time in the event that you are in material breach of these Standard Terms or if we believe that the Dispensary Loyalty Program is associated with or engaged in any unlawful activity or activity that is not consistent with CliqueMJ’s high reputation or brand identity or the Dispensary Loyalty Program, Offer or Reward violates any applicable law or regulation or this Dispensary Agreement (including these Standard Terms). We will also have the continuing right, but not the obligation, to reject, revise, or discontinue publishing any Dispensary Loyalty Program Offer and to require you to edit or modify the same for any reason, including, without limitation, to conform your Dispensary Loyalty Program to these Standard Terms, other applicable CliqueMJ specifications, and/or Applicable Law. If suspension or cancellation is due to a breach by Dispensary which CliqueMJ deems capable of cure, Dispensary shall have 14 calendar days in which to cure such breach to the satisfaction of CliqueMJ and avoid suspension/cancellation. In the event of cancellation by Dispensary, we will cease promotion of the Dispensary Loyalty Program and Offers on or about the Notice Date. In the event of cancellation by CliqueMJ, we will cease promotion of the Dispensary Loyalty Program and/or Offer(s) promptly. You must honor all legal Offers ‘saved’ and all Rewards earned prior to the Cancellation Date. A list of all Offers ‘saved’ and Rewards earned and unredeemed as of the Cancellation Date, will be provided to you by CliqueMJ and may also be made available to you on the merchant Website. In all cases, it is Dispensary’s sole responsibility to settle all outstanding Rewards in accordance with the terms of the Dispensary Loyalty Program and Applicable Law. The cancellation of the Dispensary Loyalty Program, or any Offer or Reward, shall be without liability to CliqueMJ.
We seek to protect Dispensary information (such as Transaction Data and Reports) to ensure that it is kept private; however, we cannot guarantee the security of any Dispensary information. Unauthorized entry or use, hardware or software failure, and other factors, may compromise the security of Dispensary information at any time. We otherwise store all of our information using industry-standard techniques. We do not guarantee or warrant that such techniques will prevent unauthorized access to Dispensary’s information that we store, Transaction Data, Reports or otherwise. Upon Dispensary cancellation, and subject to Dispensary’s written notice, CliqueMJ will make reasonable efforts to erase or transfer to Dispensary, the Transaction Data, Reports and Catalog in part or in full to the extent possible under the measures mentioned above. Digital Receipts and credits waiting to be redeemed will not be deleted from the User account and will remain visible to the Users until the expiration date of all saved offerws or until the user requests deletion of their information.
These Standard Terms represent the entire agreement of the parties as to its subject matter, and supersedes all prior written and oral representations and discussions between the parties. If a matter arises that cannot be resolved between you and CliqueMJ with reasonable effort, you agree that all such disagreements or disputes that in any way involves the Dispensary Loyalty Program or these Standard Terms shall be resolved exclusively by final and binding administration by the American Arbitration Association (“AAA”), and will be conducted before a single arbiter pursuant to the applicable Rules and Procedures established by the AAA. You agree that the arbitration shall be held in a place chosen by the arbitration firm in the same city as the U.S. District Court closest to CliqueMJ’s corporate headquarters, unless another location has been mutually agreed upon by you and CliqueMJ in writing. You agree that the arbiter will apply the laws of the State of Delaware consistent with the Federal Arbitration Act, and will honor and agree to all applicable statutes of limitation. You agree that, unless prohibited by law, there shall be no authority for any claims to be arbitrated on a class or representative basis, and arbitration will only decide a dispute between you and CliqueMJ. If any part of this Arbitration clause is later deemed invalid as a matter of law, then the remaining portions of this section shall remain in effect, with the exception of the class language referenced herein, in such case this entire section shall be deemed invalid.
The parties are independent contractors. Except for our right to advertise on your behalf in accordance with the Dispensary Loyalty Program, this Agreement does not create any joint venture or agency, and you and we are independent contractors without the power to bind the other.
The communications between Dispensary and CliqueMJ may use electronic means. For contractual purposes, Dispensary (a) consents to receive communications from CliqueMJ in an electronic form, and (b) agrees that all terms and conditions, agreements, notices, disclosures, and other communications that CliqueMJ provides to you electronically will satisfy any legal requirement that such communications would satisfy if they were in writing. The foregoing does not affect Dispensary’s statutory rights.
If any provision of these Standard Terms is held invalid by a court of competent jurisdiction, such invalidity shall not affect the enforceability of any other provisions contained in this Agreement, and the remaining portions of these Standard Terms shall continue in full force and effect.
- Choice of Law.
Any disputes arising out of or related to these Standard Terms and/or the Dispensary Loyalty Program shall be governed in all respects, whether as to validity, construction, capacity, performance, or otherwise, by the laws of the State of Delaware, without regard to its choice of law rules and without regard to conflicts of laws principles except that the Arbitration provision in Section 19 shall be governed by the Federal Arbitration Act.
(a) Independent Contractors. Each party shall be deemed to be an independent contractor hereunder. The Dispensary Agreement (including these Standard Terms) creates no relationship of joint venture, partnership, or agency between the parties, and the parties hereby acknowledge that no other facts or relations exist that would create any such relationship between them.
(b) Assignment. Neither party may transfer, assign or sell these Standard Terms or any part thereof, without the prior written permission of the other party, provided that either party may assign these Standard Terms and its rights and obligations hereunder in connection with a corporate reorganization, merger, or sale or transfer of all or substantially all of its assets. The Dispensary Agreement (including these Standard Terms) shall be binding upon and shall inure to the benefit of each party and its permitted successors and assigns.
(c) Prevailing Party. If any legal action or other proceeding is brought for a breach of these Standard Terms or any of the warranties herein, the prevailing party shall be entitled to recover its reasonable attorneys’ fees and other costs incurred in bringing such action or proceeding, in addition to any other relief to which such party may be entitled.
(d) Complete Agreement. These Standard Terms and other documents or materials referenced herein is the exclusive statement of the agreement of the parties with respect to its subject matter as of this date and supersedes all prior written or oral agreements. Deviations from and amendments to these Standard Terms are not valid unless made in writing by an authorized officer each of CliqueMJ and Dispensary.
(e) Survival. Sections 4-21 hereof, and all accrued rights and remedies hereunder, shall survive any termination of these Standard Terms.
(f) No Implied Waivers. The failure of either party to enforce at any time any of the provisions of these Standard Terms, or the failure to require at any time performance by the other party of any of the provisions of these Standard Terms, shall in no way be construed to be a present or future waiver of such provisions, nor in any way affect the ability of either party to enforce each and every such provision thereafter. The express written waiver by either party of any provision, condition or requirement of these Standard Terms shall not constitute a waiver of any future obligation to comply with such provision, condition or requirement.
(g) Force Majeure. Neither party shall be liable for any delay or failure in performance under the Standard Terms, or for any interruption of services rendered hereunder, which result directly or indirectly from acts of God, civil or military authority, act of public enemies, war, accidents, fires, explosions, earthquakes, floods, the elements or any other similar cause beyond the reasonable control of the non-performing party, provided that, in order to be excused from delay or failure to perform, the non-performing party must act diligently to remedy such delay or failure. In the event such delay continues for five (5) or more consecutive days, the other party shall have the right to terminate these Standard Terms upon notice to the non-performing party.
(h) Severability. If any provision of these Standard Terms should, for any reason, be held invalid or unenforceable in any respect, the remainder of these Standard Terms shall be enforced to the full extent permitted by law.
(i) Headings; Construction. The headings of various paragraphs of these Standard Terms are inserted merely for the purposes of convenience and do not expressly or by implication limit, define, or extend the specific terms or text of the paragraph so designated. In resolving any dispute or construing any provision hereunder there shall be no presumptions made or inferences drawn because one of the parties drafted the Standard Terms and each party waives any rights under any law that would require the interpretation of any ambiguities in the Standard Terms against the party that drafted it.
(j) Notices. All notices required or desired to be given hereunder shall be in writing and if not personally delivered, be sent by facsimile (with copy by ordinary mail) or by overnight courier or registered or certified mail to the party’s address set forth below, or of which a party notifies the other party in writing in accordance with this Section. If sent via facsimile or personally delivered, notices shall be deemed to have been given in the day when personally delivered or sent. If mailed by overnight courier or registered or certified mail, notices shall be deemed to have been given when received.
- Basic Terms
- You are responsible for your use of the CliqueMJ Properties, for any Content you post to the CliqueMJ Properties, and for any consequences thereof. The Content you submit, post, or display will be able to be viewed by other users of the CliqueMJ Properties in accordance with the features of the product and services performed therein. You should only provide Content that you are comfortable sharing with others under these Terms.
- The CliqueMJ Properties that CliqueMJ provides are always evolving and the form and nature of the CliqueMJ Properties that CliqueMJ provides may change from time to time without prior notice to you. In addition, CliqueMJ may stop (temporarily) providing the CliqueMJ Properties (or any features within the CliqueMJ Properties) to you or to users generally and may not be able to provide you with prior notice. We also retain the right to create limits on use and storage at our sole discretion at any time without prior notice to you with the limitation of those sold as part of a product or service specifically.
- The CliqueMJ Properties include advertisements, which you may target to the users, Content or information on the CliqueMJ Properties, queries made through the CliqueMJ Properties, or other information. The types and extent of advertising by you, CliqueMJ or its partners, affiliates or third-parties on the CliqueMJ Properties are subject to change. In consideration for CliqueMJ granting you access to and use of the CliqueMJ Properties to advertise; you agree that CliqueMJ and its third-party providers and partners may place your advertising on the CliqueMJ Properties or in connection with the display of Content or information throughout its CliqueMJ Properties.
- You are responsible for safeguarding the password that you use to access the CliqueMJ Properties and for any activities or actions under your password. We encourage you to use “strong” passwords (passwords that use a combination of upper and lower case letters, numbers and symbols) with your account. CliqueMJ cannot and will not be liable for any loss or damage arising from your failure to comply with the above requirements.
- Content on the CliqueMJ Properties.
- All Content, whether publicly posted or privately transmitted, is the sole responsibility of the Advertiser who originated such Content. We may not monitor or control the Content posted via the CliqueMJ Properties and, we cannot take responsibility for such Content. Any use or reliance on any Content or materials posted via the CliqueMJ Properties or obtained by you through the CliqueMJ Properties is at your own risk.
- We do not endorse, support, represent or guarantee the completeness, truthfulness, accuracy, or reliability of any Content or communications posted via the CliqueMJ Properties or endorse any opinions expressed via the CliqueMJ Properties. Under no circumstances will CliqueMJ be liable in any way for any Content, including, but not limited to, any errors or omissions in any Content, or any loss or damage of any kind incurred as a result of the use of any Content posted, emailed, transmitted or otherwise made available via the CliqueMJ Properties or broadcast elsewhere.
- You retain your rights to any Content you submit, post or display on or through the CliqueMJ Properties. By submitting, posting or displaying Content on or through the CliqueMJ Properties, you grant us a worldwide, non-exclusive, royalty-free license (with the right to sublicense) to use, copy, reproduce, process, adapt, modify, publish, transmit, display and distribute such Content in any and all media or distribution methods (now known or later developed) in accordance with the services, features, intent or purpose of the product or service purchased or provided by you.
- You agree that this license includes the right for CliqueMJ to make such Content available to other companies, organizations or individuals who partner with CliqueMJ for the syndication, broadcast, distribution or publication of such Content on other media and services, subject to our terms and conditions for such Content use and in accordance with the intent or purpose of the product or service purchased by you.
- CliqueMJ has an evolving set of rules for how solution partners, servicers and members of the community can interact with your content. These rules exist to enable an open environment with your rights in mind. But what’s yours is yours – you own your Content.
- Such additional uses by CliqueMJ, or other companies, organizations or individuals who partner with CliqueMJ, may be made with no compensation paid to you with respect to the Content that you submit, post, transmit or otherwise make available through the CliqueMJ Properties.
- We may modify or adapt your Content format in order to transmit, display or distribute it over computer networks and in various media and/or make changes to your Content as are necessary to conform and adapt that Content to any requirements or limitations of any networks, devices, services or media. These changes will not pertain to the subject matter of the content but only format and compression without degradation of images or content.
CliqueMJ RightAny feedback, comments, or suggestions you may provide regarding CliqueMJ, or the CliqueMJ Properties is entirely voluntary, and we will be free to use such feedback, comments or suggestions as we see fit and without any obligation to you.
- Advertising, Restrictions on Content and Use of the CliqueMJ Properties.
- It is your responsibility as the advertiser to disable or expire offers if inventory or availability of the offer becomes questionable.
- Advertiser may change their ad once per Advertising Period without additional fees. In the event Advertiser desires to change their ad more often, additional fees may apply at CliqueMJ’s sole discretion.
- Advertising content cannot include any Mature, MA or X-rated, pornographic, Adult images or depictions, explanations or references to that of criminal activity, abuse or discrimination based on race, creed, color, religion, gender, disability, nationality or anything considered harmful in CliqueMJ’s sole discretion.
- Advertiser agrees that CliqueMJ has the right to review and at its sole discretion, the right to remove and stop advertising any offer if the ad content is found to be unfit for users of CliqueMJ’s CliqueMJ Properties.
- CliqueMJ will notify advertiser by email in such an event where advertiser’s Content is found to be unfit.
- Advertiser may submit a new ad to CliqueMJ to be advertised for the remaining duration of the Advertising Period.
- No refund or “Make Good” will be granted for any advertising time remaining in the Advertising Period which went unused due to a need to replace an ad.
- We reserve the right to access, read, preserve, and disclose any information as we reasonably believe is necessary to (i) satisfy any applicable law, regulation, legal process or governmental request, (ii) enforce the Terms, including investigation of potential violations hereof, (iii) detect, prevent, or otherwise address fraud, security or technical issues, (iv) respond to user support requests, or (v) protect the rights, property or safety of CliqueMJ, its users and the public.
- You may not do any of the following while accessing or using the CliqueMJ Properties: (i) access, tamper with, or use non-public areas of the CliqueMJ Properties, CliqueMJ’s computer systems, or the technical delivery systems of CliqueMJ’s providers; (ii) probe, scan, or test the vulnerability of any system or network or breach or circumvent any security or authentication measures; (iii) access or search or attempt to access or search the CliqueMJ Properties by any means (automated or otherwise) other than through our currently available, published interfaces that are provided by CliqueMJ (and only pursuant to those terms and conditions), unless you have been specifically allowed to do so in a separate agreement with CliqueMJ (NOTE: crawling the CliqueMJ Properties is permissible if done in accordance with the provisions of the robots.txt file, however, scraping the CliqueMJ Properties without the prior consent of CliqueMJ is expressly prohibited); (iv) forge any TCP/IP packet header or any part of the header information in any email or posting, or in any way use the CliqueMJ Properties to send altered, deceptive or false source-identifying information; or (v) interfere with, or disrupt, (or attempt to do so), the access of any user, host or network, including, without limitation, sending a virus, overloading, flooding, spamming, mail-bombing the CliqueMJ Properties, or by scripting the creation of Content in such a manner as to interfere with or create an undue burden on the CliqueMJ Properties.
- Cancellation and Term.
- Advertiser may cancel this Agreement with two calendar months advanced written notice.
- The Advertiser Agreement Period will automatically renew without notice unless cancelled by either party at least two months in advance of the Renewal Date.
- Copyright Policy.
- CliqueMJ respects the intellectual property rights of others and expects users of the CliqueMJ Properties to do the same. We will respond to notices of alleged copyright infringement that comply with applicable law and are properly provided to us. If you believe that your Content has been copied in a way that constitutes copyright infringement, please provide us with the following information: (i) a physical or electronic signature of the copyright owner or a person authorized to act on their behalf; (ii) identification of the copyrighted work claimed to have been infringed; (iii) identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate the material; (iv) your contact information, including your address, telephone number, and an email address; (v) a statement by you that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and (vi) a statement that the information in the notification is accurate, and, under penalty of perjury, that you are authorized to act on behalf of the copyright owner.
- We reserve the right to remove Content alleged to be infringing without prior notice and at our sole discretion. In appropriate circumstances, CliqueMJ will also terminate a user’s account if the user is determined to be a repeat infringer. Our designated copyright agent for notice of alleged copyright infringement appearing on the CliqueMJ Properties can be reached by emailing CliqueMJ’s support email address.
- All notices and demands hereunder shall be in writing and shall be served by personal service, email or by mail at the address of the receiving party set forth below (or at such different address as may be designated by such party by written notice to the other party). All notices and demands by mail shall be certified or registered mail (return receipt requested) or by nationally recognized private express courier and shall be deemed complete upon receipt.
- CliqueMJ Properties.
- CliqueMJ Properties are Available “AS-IS”.
- Your access to and use of the CliqueMJ Properties or any Content is at your own risk. You understand and agree that the CliqueMJ Properties is provided to you on an “AS IS” and “AS AVAILABLE” basis.
- Disclaimers and Warranties.
- Without limiting the foregoing, CliqueMJ AND ITS PARTNERS DISCLAIM ANY WARRANTIES, EXPRESS OR IMPLIED, OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.
- We make no warranty and disclaim all responsibility and liability for the completeness, accuracy, availability, timeliness, security or reliability of the CliqueMJ Properties or any content thereon.
- CliqueMJ will not be responsible or liable for any harm to your computer system, loss of data, or other harm that results from your access to or use of the CliqueMJ Properties, or any Content.
- You also agree that CliqueMJ has no responsibility or liability for the deletion of, or the failure to store or to transmit, any Content and other communications maintained by the CliqueMJ Properties.
- CliqueMJ makes no warranty that the CliqueMJ Properties will meet your requirements or be available on an uninterrupted, secure, or error-free basis.
- No advice or information, whether oral or written, obtained from CliqueMJ or through the CliqueMJ Properties, will create any warranty not expressly made herein.
- Limitation of Liability.
- In the event CliqueMJ is unable to deliver services due to circumstances beyond its control such as weather, war, natural disaster, etc. CliqueMJ will endeavor to deliver services as soon as it can reasonably do so.
- TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, CLIQUEMJ AND ITS SUBSIDIARIES, AFFILIATES, OFFICERS, Investors, Directors, EMPLOYEES, AGENTS, PARTNERS AND LICENSORS WILL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION, LOSS OF PROFITS, DATA, USE, GOOD-WILL, OR OTHER INTANGIBLE LOSSES, RESULTING FROM (i) YOUR ACCESS TO OR USE OF OR INABILITY TO ACCESS OR USE THE SERVICES; (ii) ANY CONDUCT OR CONTENT OF ANY THIRD PARTY ON THE SERVICES, INCLUDING WITHOUT LIMITATION, ANY DEFAMATORY, OFFENSIVE OR ILLEGAL CONDUCT OF YOU OR OTHER USERS OR THIRD PARTIES; (iii) ANY CONTENT OBTAINED FROM THE SERVICES; AND (iv) UNAUTHORIZED ACCESS, USE OR ALTERATION OF YOUR TRANSMISSIONS OR CONTENT, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE) OR ANY OTHER LEGAL THEORY, WHETHER OR NOT CliqueMJ HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, AND EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
- CliqueMJ makes no warranties as to performance of the Client’s offer. Under no circumstances will CliqueMJ offer a make good, unless there was a material error, in the technical or process by CliqueMJ in which case, CliqueMJ will automatically continue until the services are “Made Good” at CliqueMJ’s sole discretion.
- Any damages incurred by Client where CliqueMJ is found to be liable are limited to the amount Client has paid to CliqueMJ for the CliqueMJ Properties over the last three calendar months.
- Some jurisdictions do not allow the exclusion of certain warranties or the exclusion or limitation of liability for consequential or incidental damages, so the limitations above may not apply to you.
- Waiver and Severability.
- The failure of CliqueMJ to enforce any right or provision of these Terms will not be deemed a waiver of such right or provision.
- In the event that any provision of these Terms is held to be invalid or unenforceable, the remaining provisions of these Terms will remain in full force and effect.
- Controlling Law and Jurisdiction.
- These Terms and any action related thereto will be governed by the laws of the State of California without regard to or application of its conflict of law provisions or your state or country of residence.
- All claims, legal proceedings or litigation arising in connection with the CliqueMJ Properties will be brought solely in Orange County, California, and you consent to the jurisdiction of and venue in such courts and waive any objection as to inconvenient forum.
- Entire Agreement. These Terms and the CliqueMJ Client Order comprise the entire and exclusive agreement between CliqueMJ and you unless otherwise specified in writing. These Terms supersede and replace any prior agreements between CliqueMJ and you regarding the CliqueMJ Properties regardless of vrbal, written or documented prior form.
- Third-Party Beneficiary. Other than members of the group of companies no other person or CliqueMJ will be third party beneficiaries to the Terms.
- Advertiser may not sell, assign or transfer any of the rights hereunder. CliqueMJ, however, may assign or transfer any of its rights hereunder, in whole or part, to an affiliated entity.
- Updates and Revisions. We may revise these Terms from time to time, the most current version will always be available on the CliqueMJ website. If the revision, in our sole discretion, is material we will notify you via an email to the email address associated with your account. By continuing to access or use the CliqueMJ Properties after those revisions become effective, you agree to be bound by the revised Terms.
- These CliqueMJ Properties are operated and provided by Clique Inc, DBA CliqueMJ. If you have any questions about these Terms, please contact us at our CliqueMJ support email address located on this website.
Last Revised 2021-05-27