Terms of Use

This document contains:

Hopegrown Terms of Use

Last updated December 7, 2014

Hopegrown Commercial Terms of Use

Last updated December 7, 2014


HOPEGROWN TERMS OF USE

The website located at www.hopegrown.org (the “Site") belongs to MJL024 (“Hopegrown", “us", “our" and “we" and collectively refers to its officers, employees, agents, successors, and assigns). Hopegrown provides resources related to medical marijuana, including a directory of providers, retail locations, mobile dispensaries and physicians (collectively, with all other services provided through the Site, the “Services").

Users of the Site or Services are subject to these Terms of Use. Certain features of the Site or Services may be subject to additional guidelines, terms, or rules, which may be posted on the Site and are incorporated by reference (collectively, “User Agreement"). If any incorporated terms are conflicting, the version or interpretation which, in our sole discretion, benefits Hopegrown the most shall be used.

This User Agreement sets forth the legally binding terms of your use of the Site and Services. By accessing or using the Site or Services, you accept this User Agreement and you represent and warrant that you have the right, authority and capacity to enter into this User Agreement. If you are using the Site or Services on behalf of a company, entity or organization, you represent and warrant that you are an authorized agent of same with the authority to bind the company, entity or organization to this User Agreement.

1. DISCLAIMER. All information contained on the Site and all Services are for informational purposes only. Hopegrown does not endorse, and is not responsible for, the accuracy or reliability of any opinion, advice or statement made on the Site or Services. Hopegrown is not responsible for the information posted on the Site or Services or any information contained therein. Hopegrown is not responsible for your relationship with any dispensary, retail location, health care provider, other users of the Site or Services. Hopegrown is not obligated to screen dispensaries, retail locations, health care providers, or the information they provide. Hopegrown does not offer medical advice. Any content accessed through the Site and Services are for informational and educational purposes only and are not intended to cover all possible uses, directions, precautions, or adverse effects. The content on the Site and Services should not be used for the diagnosis or treatment of any medical condition. Please consult the applicable dispensary, your doctor, or other qualified health care provider if you have any questions about a medical condition.

The foregoing disclaimer and limits on liability shall not limit the more general disclaimers and limits on liability in Sections 8 and 9.

2. [Removed]

3. SITE

3.1 License. Subject to the terms of this User Agreement, Hopegrown grants you a non-transferable, non-exclusive, license to use the Site and Services for your personal, noncommercial use.

3.2 Certain Restrictions. The rights granted to you in this User Agreement are subject to the following restrictions: (a) you shall not license, sell, rent, lease, transfer, assign, distribute, host, or otherwise commercially exploit the Site or Services; (b) you shall not modify, make derivative works of, disassemble, reverse compile or reverse engineer any part of the Site or Services; (c) you shall not access the Site or Services in order to build a similar or competitive service; and (d) except as expressly stated herein, no part of the Site or Services may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means. Any future release, update, or other addition to functionality of the Site or Services shall be subject to the terms of this User Agreement. All service mark and other proprietary notices on any Site or Services content must be retained on all copies thereof.

3.3 Modification. Hopegrown reserves the right, at any time, to modify, suspend, or discontinue the Site or Services or any part thereof with or without notice. You agree that Hopegrown will not be liable to you or to any third party for any modification, suspension, or discontinuance of the Site or Services or any part thereof.

3.4 Ownership. Excluding your User Content (defined below), you acknowledge that all the intellectual property rights, including copyrights, service marks, patents, trademarks, and trade secrets, in the Site and Services are owned by Hopegrown or Hopegrown's licensors. The provision of the Site and Services does not transfer to you or any third party any rights, title or interest in or to such intellectual property rights. Hopegrown and its suppliers reserve all rights not granted in this User Agreement.

4. USER CONTENT

4.1 User Content. “User Content"means any and all information and content that a user submits to, or uses with, the Site or Services (e.g., user's email address). You are solely responsible for your User Content. You assume all risks associated with use of your User Content, including any disclosure of your User Content that makes you or any third party personally identifiable.

4.2 License. You hereby grant, and you represent and warrant that you have the right to grant, to Hopegrown an irrevocable, nonexclusive, royalty-free and fully paid, worldwide license to reproduce, distribute, publicly display and perform, prepare derivative works of, incorporate into other works, and/or otherwise use your User Content, and to grant sublicenses of the foregoing, solely for the purposes of including your User Content in the Site and Services.

4.3 Feedback. If you provide Hopegrown any feedback or suggestions regarding the Site or Services (“Feedback"), you hereby assign to Hopegrown all rights in the Feedback and agree that Hopegrown shall have the right to use such Feedback and related information in any manner it deems appropriate. Hopegrown will treat any Feedback you provide to Hopegrown as non-confidential and non-proprietary. You agree that you will not submit to Hopegrown any information or ideas that you consider to be confidential or proprietary.

5. ACCEPTABLE USE POLICY.

5.1 General Restrictions. You agree not to use the Site, Services, or any of Hopegrown 's social media pages or channels to collect, upload, transmit, display, or distribute any User Content that (a) violates any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right; (b) is unlawful, harassing, abusive, tortious, threatening, harmful, invasive of another's privacy, vulgar, defamatory, false, intentionally misleading, trade libelous, pornographic, obscene, patently offensive (e.g., material that promotes racism, bigotry, hatred, or physical harm of any kind against any group or individual) or otherwise objectionable material of any kind or nature; (c) is harmful to minors in any way; (d) is in violation of any law or regulation; or (e) violates any obligation or restriction imposed by any third party.

5.2 Technological Restrictions. You agree not to use the Site or Services to: (a) upload, transmit, or distribute any computer viruses, worms, or any software intended to damage or alter a computer system or data; (b) send unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes, or any other form of duplicative or unsolicited messages, whether commercial or otherwise; (c) harvest, collect, gather or assemble information or data regarding other users, including e-mail addresses, without their consent; (d) interfere with, disrupt, or create an undue burden on servers or networks connected to the Site or Services or violate the regulations, policies or procedures of such networks; (e) attempt to or impersonate another user or Hopegrown or gain unauthorized access to the Site or Services, other computer systems or networks connected to or used together with the Site or Services, through password mining or other means; (f) harass or interfere with another user's use and enjoyment of the Site or Services; or (g) introduce software or automated agents or scripts to the Site or Services so as to produce multiple accounts, generate automated searches, requests and queries, or to strip, scrape, or mine data from the Site or Services.

5.3 Monitoring, Suspension, and Termination. We reserve the right (but have no obligation) to review any user activity or User Content, investigate, and/or take appropriate action against you in our sole discretion (including removing or modifying your User Content, terminating your Hopegrown Account in accordance with Section 10, and/or reporting you to law enforcement authorities) if we in our sole discretion suspect that you have violated the Acceptable Use Policy or any other provision of this User Agreement or otherwise create liability for us or any other person.

6. INDEMNITY. You agree to indemnify and hold Hopegrown harmless, including costs and attorneys' fees, from any claim or demand made by any third party due to or arising out of (i) your use of the Site or Services, (ii) your User Content, (iii) your violation of this User Agreement; or (iv) your violation of applicable laws or regulations. Hopegrown reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us and you agree to cooperate with our defense of these claims. You agree not to settle any matter without the prior written consent of Hopegrown. Hopegrown will use reasonable efforts to notify you of any such claim, action or proceeding upon becoming aware of it.

7. THIRD PARTY SITES & ADS; OTHER USERS

7.1 Third Party Sites & Ads. The Site might contain links to third party websites, services, and advertisements for third parties (collectively, “Third Party Sites & Ads"). Such Third Party Sites & Ads are not under the control of Hopegrown and Hopegrown is not responsible for any Third Party Sites & Ads. Hopegrown provides these Third Party Sites & Ads only as a convenience and does not review, approve, monitor, endorse, warrant, or make any representations with respect to Third Party Sites & Ads. You use all Third Party Sites & Ads at your own risk. When you link to a Third Party Site & Ad, the applicable third party's terms and policies apply, including the third party's privacy and data gathering practices. You should make whatever investigation you feel necessary or appropriate before proceeding with any transaction in connection with such Third Party Sites & Ads.

7.2 Other Users. You acknowledge and agree that we are not responsible for any User Content and we make no guarantees regarding the accuracy, currency, suitability, or quality of any User Content, and we assume no responsibility for any User Content. Your interactions with other Site or Service users (including Dispensaries) are solely between you and such party. You agree Hopegrown will not be responsible for any loss or damage incurred as the result of any such interactions. If there is a dispute between you and any Site or Service user, we are under no obligation to become involved.

7.3 Release. You hereby release and forever discharge Hopegrown from, and hereby waive and relinquish, each and every past, present and future dispute, claim, controversy, demand, right, obligation, liability, action and cause of action of every kind and nature (including personal injuries, death, and property damage), that has arisen or arises directly or indirectly out of, or relates directly or indirectly to, any interactions with, or act or omission of, other Site or Service users or Third Party Sites & Ads. You hereby waive California Civil Code section 1542 which provides: “A general release does not extend to claim which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor."

8. DISCLAIMERS. The Site and Services are provided “as is" and “as available" and we (and our suppliers) expressly disclaim any warranties and conditions of any kind, whether express or implied, including the warranty of merchantability, the warranty of fitness for a particular purpose, accuracy, or non-infringement. We (and our suppliers) make no warranty that the Site or Services: (a) will meet your requirements; (b) will be available on an uninterrupted, timely, secure, or error-free basis; or (c) will be accurate, reliable, free of viruses or other harmful code, complete, legal or safe.

9. LIMITATIONS ON LIABILITY. In no event shall we (and our suppliers) be liable to you or any third party for any lost profit or any indirect, consequential, exemplary, incidental, special or punitive damages arising from or related to this User Agreement or your use of, inability to use, the Site or Services, even if we have been advised of the possibility of such damages. Access to, and use of, the Site and Services are at your own discretion and risk, and you will be solely responsible for any damage to your computer system or loss of data resulting therefrom.

Notwithstanding anything to the contrary herein, our (and our suppliers') liability, if any, to you for any damages arising from or related to this User Agreement (for any cause or causes whatsoever, regardless of the form of the action or actions, and regardless of the number of actions), shall be limited to the amounts you have paid Hopegrown in the prior six (6) months. This is the total aggregate amount allowable, even if more than one claim exists or existed at any time.

10. TERM AND TERMINATION. This User Agreement will remain in full force and effect while you use the Site or Services or until this User Agreement is terminated in accordance with this section. The following provisions of this User Agreement survive suspension and/or termination and will remain in full force and effect: Sections 3.2-3.4, 4–11.

We may, at any time for any reason at our sole discretion, suspend your rights to use the Site and/or Services and/or terminate this User Agreement, by notifying you in writing at the e-mail address submitted to Hopegrown, if any. It is your responsibility to ensure that we have accurate contact information for you. If the email is undeliverable to the email address listed in your Account, our attempt to transmit the email will be sufficient to terminate this User Agreement.

You may terminate this User Agreement by notifying us in writing at info@hopegrown.org.

Suspension and/or termination by either party will be effective immediately. Upon suspension and/or termination of this User Agreement, your right to use the Site and Services will terminate immediately. Hopegrown may, but has no obligation to, remove your User Content. Hopegrown has no liability whatsoever for any termination of this User Agreement.

11. GENERAL

11.1 No Support or Maintenance. You acknowledge and agree Hopegrown has no obligation to provide you with any support or maintenance in connection with the Site or Services.

11.2 Changes to Terms of Use. You agree that this User Agreement is subject to revision at Hopegrown's sole discretion. If we make any substantial changes, in Hopegrown's sole discretion, we may notify you by sending you an email at the email address you submitted to Hopegrown and/or by posting notice of the changes on our Site. Any changes to this User Agreement will be effective upon the earlier of: (a) our dispatch of an email notice to you; or (b) our posting of notice of the changes on our Site. Changes will be effective immediately for new users of our Site or Services. You are responsible for providing us with your current email address. In the event that the last email address that you have provided us is not valid, or for any reason is not capable of delivering to you the notice described above, our dispatch of the email containing such notice will nonetheless constitute effective notice of the changes described in the notice. Continued use of our Site or Services following notice of such changes shall indicate your acknowledgement of such changes and assent to be bound by the terms and conditions of such changes.

11.3 Choice of Law; Venue. This User Agreement is made under and shall be governed by and construed in accordance with the laws of the State of California, without giving effect to any principles that provide for the application of the law of another jurisdiction. Any action at law or in equity will be commenced in a federal or state court located in Los Angeles County, California and you and Hopegrown consent to the venue and jurisdiction of such courts.

11.4 ARBITRATION AGREEMENT AND JURY TRIAL WAIVER, CLASS ACTION WAIVER, AND FORUM SELECTION CLAUSE. This arbitration agreement is subject to the Federal Arbitration Act. Except for disputes brought in small claims court, all disputes between you and Hopegrown arising out of, relating to or in connection with the Services shall be exclusively settled through binding arbitration pursuant to the then-current rules of the American Arbitration Association (“AAA") for commercial arbitration. Information on AAA and how to start arbitration can be found at www.adr.org or by calling 800-778-7879. Arbitration procedures are simpler and more limited than rules applicable in court and review by a court is limited. There is no judge or jury in arbitration. The arbitrator's award may be entered in any court of competent jurisdiction.

You hereby waive your right to a jury trial.

You and Hopegrown agree that any such arbitration shall be conducted on an individual basis and not in a class, consolidated or representative, action.

If the arbitration in this section provision is found unenforceable or to not apply for a given dispute, then the proceeding must be brought exclusively in a court of competent jurisdiction in Los Angeles County, California. This User Agreement is governed by the laws of the State of California without regard to conflict of law provisions.

11.5 Entire Agreement. This User Agreement constitutes the entire agreement between you and us regarding the use of the Site and Services. Our failure to exercise or enforce any right or provision of this User Agreement shall not operate as a waiver of such right or provision. The section titles in this User Agreement are for convenience only and have no legal or contractual effect. The word “including" means “including without limitation". If any provision of this User Agreement is, for any reason, held to be invalid or unenforceable, the other provisions of this User Agreement will be unimpaired and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law. Neither party to this User Agreement is an agent or partner of the other. This User Agreement, and your rights and obligations herein, may not be assigned, subcontracted, delegated, or otherwise transferred by you without Hopegrown's prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing is null and void.

11.6 Service Mark Information. Service Mark 2014, MJL024. All rights reserved. “Hopegrown"; the Hopegrown sun logo; and the Hopegrown tile phrase “Better Health Better Living" (“Marks") are service marks of MJL024. You acknowledge and agree that you are not permitted to use these Marks or any third party marks displayed on our site without prior written consent from, respectively, MJL024 or the owners of such third party marks.

11.7 Hopegrown Contact Information:

Address: P.O. Box 56731, Sherman Oaks, California 91413
Telephone: (323) 508-1933
Email: info@hopegrown.org


HOPEGROWN COMMERCIAL TERMS OF USE

The website located at www.hopegrown.org (the “Site") belongs to MJL024 and is designated herein as “Hopegrown", “us", “our" and “we". Any reference to same herein includes its officers, employees, agents, successors, and assigns.

Hopegrown provides resources to medical marijuana commercial operations, including providers (i.e. collectives, dispensaries, cannabis clubs), retail locations, mobile dispensaries and physicians (each, a “Customer", “you" and “your") who may use the Site to list details regarding their business, e.g. their business address and hours of operation, to be viewed by the general public (“Hopegrown Profile") with other services provided through the Site (“Services").

Customers are subject to the Terms of Use and Commercial Terms of Use posted on the Site. Certain features of the Site or Services may be subject to additional guidelines, terms, or rules, which may be posted on the Site. The Terms of Use, Commercial Terms of Use and any additional terms, guidelines, and rules are incorporated by reference into the Commercial Terms of Use (collectively, “Commercial Agreement"). If any incorporated terms are conflicting, the version or interpretation which, in our sole discretion, benefits Hopegrown the most shall be used.

This Commercial Agreement sets forth the legally binding terms of your use of the Site and Services. By accessing or using the Site or Services, you accept this Commercial Agreement and you represent and warrant that you have the right, authority and capacity to enter into this Commercial Agreement. If you are using the Site or Services on behalf of a company, entity or organization, you represent and warrant that you are an authorized agent of same with the authority to bind the company, entity or organization to this Commercial Agreement.

Hopegrown may change the Site and/or Services in its sole discretion and without notifying you.

Hopegrown may change this Commercial Agreement, the Payment Terms or Pricing from time to time and in its sole discretion by posting a notice of changes on the Site and/or by notifying you at the email address listed in your Hopegrown Account. You hereby consent to any and all changes made to the Site, Services, this Commercial Agreement, Payment Terms or Pricing unless you terminate this Commercial Agreement in accordance with Section 10.

1. Hopegrown Accounts. In order to use certain features of the Site and Services specific to Customers, you must have a valid “Hopegrown Account". Your Hopegrown Account is not visible to the general public. To obtain a Hopegrown Account, you must be approved by Hopegrown (we activate your account) and you fill in your account information, such as your user name, password, and information for the purposes of Hopegrown contacting you, e.g. your current email address. You will also fill in information which will be seen by the general public in your Hopegrown Profile.

By setting up your Hopegrown Account, you represent and warrant that: (a) all required registration information you provide to Hopegrown in your Hopegrown Account is truthful and accurate; (b) you will keep your Hopegrown Account information current. You are responsible for maintaining the confidentiality of your Hopegrown Account login information and are fully responsible for all activities that occur under your Hopegrown Account. You agree to immediately notify Hopegrown of any unauthorized use, or suspected unauthorized use of your Hopegrown Account or any other breach of security. Hopegrown shall not be liable for any loss or damage arising from your failure to comply with this Commercial Agreement.

Your Hopegrown Account may be suspended and/or terminated in accordance with Section 10.

2. Payment Terms

2.1 Ordering Services. You may order access to a Hopegrown Account and other add-on services by following the directions on the Site. Once you order the Service, your subscription to the applicable Service will automatically renew month-to-month until this Commercial Agreement is terminated in accordance with Section 10.

Hopegrown may change the pricing (“Pricing") for Services from time to time in its sole discretion by notifying you at the e-mail address listed in your Hopegrown Account. You are responsible for keeping your e-mail address up to date. The notice will list the date in which the change in Pricing will occur. Failure to terminate this Commercial Agreement in accordance with Section 10 by the date of the change in Pricing signifies your acceptance of the changed Pricing.

2.2 Payment Terms. If you order the Service, you agree to pay the then-current applicable Service fee listed on the Site or quoted to you by Hopegrown. Hopegrown accepts payment by credit card, ACH (Automated Clearing House) or Paypal. Hopegrown will charge your credit card, debit your ACH number, or invoice your Paypal account on the date indicated on the Order Form and automatically each month thereafter, until your Service is cancelled or terminated in accordance with Section 10.

In the event Services are cancelled or terminated, reactivation of your Hopegrown Account and related Services may be subject to additional reactivation fees in Hopegrown's sole discretion. ALL PAYMENTS ARE NON-REFUNDABLE.

Fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and you are responsible for payment of all such taxes, levies or duties. Any amounts not paid when due shall bear interest at the rate of three percent (3%) per month, or the maximum legal rate, whichever is greater. If any fee cannot be charged to or debited from you for any reason, Hopegrown may provide you, via email or other method, notice of such non-payment and a link for you to update your payment information. If such non-payment is not remedied within seven (7) calendar days after receiving such notice of non-payment, then Hopegrown (a) may provide any priority Services you have ordered to another paying Customer (e.g., any ad space that you have reserved), (b) may permanently revoke any existing offers related to pricing or discounts, and/or (c) may terminate the applicable Service.

3. SITE

3.1 License. Subject to the terms of this Commercial Agreement, Hopegrown grants you a non-transferable, non-exclusive, license to use the Site and Services identified on your Order Form.

3.2 Certain Restrictions. The rights granted to you in this Commercial Agreement are subject to the following restrictions: (a) you shall not license, sell, rent, lease, transfer, assign, distribute, host, or otherwise commercially exploit the Site or Services; any such action is void; (b) you shall not modify, make derivative works of, disassemble, reverse compile or reverse engineer any part of the Site or Services; (c) you shall not access the Site or Services in order to build a similar or competitive service; and (d) except as expressly stated herein, no part of the Site or Services may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means. Any future release, update, or other addition to functionality of the Site or Services shall be subject to the terms of this Commercial Agreement. All copyright and other proprietary notices on any Site or Services content must be retained on all copies thereof.

3.3 Modification. Hopegrown reserves the right, at any time, to modify, suspend, or discontinue the Site or Services or any part thereof with or without notice. You agree that Hopegrown will not be liable to you or to any third party for any modification, suspension, or discontinuance of the Site or Services or any part thereof.

3.4 Ownership. Excluding your Customer Content (defined below), you acknowledge that all intellectual property rights, including copyrights, patents, trademarks, and trade secrets, in the Site and Services are owned by Hopegrown or Hopegrown's licensors. The provision of the Site and Services does not transfer to you or any third party any rights, title or interest in or to such intellectual property rights. Hopegrown and its suppliers reserve all rights not granted in this Commercial Agreement.

4. CUSTOMER CONTENT

4.1 Customer Content. “Customer Content" means any and all information and content that a Customer submits to, or uses with, the Site or Services (e.g., advertisements, Hopegrown Profile, Hopegrown Account, or other information uploaded by a Customer to the Site). You are solely responsible for your Customer Content. You assume all risks associated with use of your Customer Content, including any reliance on its accuracy, completeness or usefulness by other users of the Site and Services, or any disclosure of your Customer Content that makes you or any third party personally identifiable. You hereby represent and warrant that your Customer Content does not violate the Acceptable Use Policy (defined below). You may not state or imply that your Customer Content is in any way provided, sponsored or endorsed by Hopegrown. Hopegrown is not obligated to backup any Customer Content and Customer Content may be deleted by Hopegrown at any time. You are solely responsible for creating backup copies of your Customer Content if you desire.

4.2 License. You hereby grant, represent and warrant that you have the right to grant, to Hopegrown a perpetual, nonexclusive, royalty-free and fully paid, worldwide license to reproduce, distribute, publicly display and perform, prepare derivative works of, incorporate into other works, and otherwise use your Customer Content, and to grant sublicenses of the foregoing, for the purposes of including your Customer Content in the Site and Services and developing and distributing new, original content for use in conjunction with the Site and Services. You agree to irrevocably waive (and cause to be waived) any claims and assertions of moral rights or attribution with respect to your Customer Content. Some or all of your Customer Content may continue to be publicly displayed and distributed on the Site and Services following termination or expiration of this Commercial Agreement.

4.3 Feedback. If you provide Hopegrown any feedback or suggestions regarding the Site or Services (“Feedback"), you hereby assign to Hopegrown all rights in the Feedback and agree that Hopegrown shall have the right to use such Feedback and related information in any manner it deems appropriate. Hopegrown will treat any Feedback you provide to us as non-confidential and non-proprietary. You agree that you will not submit to Hopegrown any information or ideas that you consider to be confidential or proprietary.

5. ACCEPTABLE USE POLICY.

5.1 General Restrictions. You agree not to use the Site or Services to collect, upload, transmit, display, or distribute any Customer Content that (a) violates any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right; (b) is unlawful, harassing, abusive, tortious, threatening, harmful, invasive of another's privacy, vulgar, defamatory, false, intentionally misleading, trade libelous, pornographic, obscene, patently offensive (e.g., material that promotes racism, bigotry, hatred, or physical harm of any kind against any group or individual), or which is harmful to minors in any way; (c) is a violation of any applicable law or regulation, including those regulating the advertising of cannabis or cannabis-related products; (d) is a violation of any obligation or restriction imposed by any third party; (e) is designed, in Hopegrown's sole discretion, to attack or damage the reputation of your competitors or other users on the Site; or (f) is objectionable in any way in Hopegrown's sole discretion.

5.2 Compliance with Applicable Laws. You agree that it is your sole responsibility to know and understand all applicable laws and regulations, or to consult an attorney regarding same at your own cost, in order to comply with this Commercial Agreement.

5.3 Cannabis-Related Description Restrictions. Without limiting the generality of the foregoing, you may not use the Services to post or communicate any information which (a) makes any deceptive, false, or misleading assertions or statements about your products and/or services, (b) promotes over consumption of your products and/or services, (c) represents that the use of cannabis has curative effects, (d) depicts a child or other person under legal age, or otherwise suggests the presence of such person, and/or (e) is designed in any manner that would be especially appealing to persons under eighteen years of age.

5.4 Customer Content Overview. You may not upload or otherwise post any information to your Hopegrown Account that refers or links to any third-party web sites or services for other cannabis dispensaries, retail locations, and/or medical provider listings. You must maintain your Customer Content so it is accurate and current.

5.5 Technological Restrictions. You agree not to use the Site or Services to: (a) upload, transmit, or distribute any computer viruses, worms, or any software intended to damage or alter a computer system or data; (b) send unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes, or any other form of duplicative or unsolicited messages, whether commercial or otherwise; (c) harvest, collect, gather or assemble information or data regarding other users, including e-mail addresses; (d) interfere with, disrupt, or create an undue burden on servers or networks connected to the Site or Services or violate the regulations, policies or procedures of such networks; (e) attempt to or impersonate another user or Hopegrown or gain unauthorized access to the Site or Services, other computer systems or networks connected to or used together with the Site or Services, through password mining or other means; (f) harass or interfere with another user's use and enjoyment of the Site or Services; or (g) introduce software or automated agents or scripts to the Site or Services so as to produce multiple accounts, generate automated searches, requests and queries, or to strip, scrape, or mine data from the Site or Services.

5.6 Monitoring, Suspension, and Termination. We reserve the right (but have no obligation) to review any Customer Content, investigate, and/or take appropriate action against you in our sole discretion (including removing or modifying your Customer Content, terminating your Hopegrown Account in accordance with Section 10, and/or reporting you to law enforcement authorities) if we in our sole discretion suspect that you have violated the Acceptable Use Policy or any other provision of this Commercial Agreement or otherwise create liability for us or any other person.

6. INDEMNITY. You agree to indemnify and hold Hopegrown, its officers, employees, and agents, harmless, including costs and attorneys' fees, from any claim or demand made by any third party due to or arising out of (i) your use of the Site or Services, (ii) your interactions with any other users, or existing or potential Customers, of the Site or Services; (iii) your Customer Content, (iv) your violation of this Commercial Agreement; or (v) your violation of applicable laws or regulations. Hopegrown reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us and you agree to cooperate with our defense of these claims. You agree not to settle any matter, and any settlement is void, without the prior written consent of Hopegrown. Hopegrown will use reasonable efforts to notify you of any such claim, action or proceeding upon becoming aware of it.

7. OTHER USERS

7.1 Other Users. Your interactions with other Site or Service users (including other Customers) are solely between you and such user. You agree that we will not be responsible for any loss or damage incurred as the result of any such interactions. If there is a dispute between you and any Site or Service user, we are under no obligation to become involved. You agree that you will not encourage any user or other person to violate this Commercial Agreement or Hopegrown's standard Terms of Use.

7.2 Release. You hereby release, waive, discharge, dismiss with prejudice, Hopegrown (including its officers, employees, agents, successors, and assigns) from each and every past, present and future dispute, claim, controversy, demand, right, obligation, liability, action and cause of action of every kind and nature (including personal injuries, death, and property damage), that has arisen or arises directly or indirectly out of, or relates directly or indirectly to, any interactions with, any act or omission of, Hopegrown and other Site or Service users.

8. DISCLAIMERS. The Site and Services are provided “as is" and “as available" and we (and our suppliers) expressly disclaim any warranties and conditions of any kind, whether express or implied, including warranties or conditions of merchantability, fitness for a particular purpose, title, accuracy or non-infringement. We (and our suppliers) make no warranty that the Site or Services: (a) will meet your requirements; (b) will be available on an uninterrupted, timely, secure, or error-free basis; or (c) will be accurate, reliable, free of viruses or other harmful code, complete, legal or safe.

Without limiting the generality of the forgoing, we make no representation or warranty that any use of the Site or Services to depict or describe cannabis or cannabis-related products or services is lawful in any particular jurisdiction. It is your sole responsibility to determine and comply with all applicable legal or regulatory requirements and restrictions. Your use of the Site or Services is entirely at your own risk.

9. LIMITATIONS ON LIABILITY. In no event shall we (or our suppliers) be liable to you or any third party for any lost profit or any indirect, consequential, exemplary, incidental, special or punitive damages arising from or relating to this Commercial Agreement or your use of, or inability to use, the Site or Services, even if we have been advised of the possibility of such damages. Access to, and use of, the Site and Services are at your own discretion and risk, and you shall be solely responsible for any damage to your computer system or loss of data resulting therefrom.

Notwithstanding anything to the contrary herein, our (and our suppliers') liability, if any, to you for any damages arising from or related to this Commercial Agreement (for any cause or causes whatsoever, regardless of the form of the action or actions, and regardless of the number of actions), shall be limited to the amounts you have paid Hopegrown in the prior six (6) months. This is the total aggregate amount allowable, even if more than one claim exists or existed at any time.

10. TERM AND TERMINATION. This Commercial Agreement will remain in full force and effect until this Commercial Agreement is terminated in accordance with this section. The following provisions of this Commercial Agreement survive suspension and/or termination and will remain in full force and effect: Sections 3.2-3.4, 4–11.

We may, at any time for any reason at our sole discretion, suspend your rights to use the Site and/or Services and/or terminate this Commercial Agreement, by notifying you in writing: (a) at the e-mail address listed in your Hopegrown Account. It is your responsibility to ensure that we have accurate contact information for you. If the email is undeliverable to the email address listed in your Hopegrown Account, our attempt to transmit the email will be sufficient to terminate this Commercial Agreement.

You may terminated this Commercial Agreement by notifying us in writing at info@hopegrown.org.

You shall not be entitled to a refund of any amounts paid to Hopegrown prior to suspension and/or termination of this Commercial Agreement.

Suspension and/or termination by either party will be effective immediately. Upon suspension and/or termination of this Commercial Agreement, your right to access your Hopegrown Account, Hopegrown Profile and your right to use the Site and Services will terminate immediately. Hopegrown may, but has no obligation to, remove your Hopegrown Profile or Hopegrown Account. Hopegrown has no liability whatsoever for any termination of this Commercial Agreement, including termination of your Hopegrown Profile, Hopegrown Account or deletion of your Customer Content.

11. GENERAL

11.1 No Support or Maintenance. You acknowledge and agree Hopegrown has no obligation to provide you with any support or maintenance in connection with the Site or Services.

11.2 Changes to Commercial Terms of Use. You agree that this Commercial Agreement is subject to revision at Hopegrown's sole discretion. If we make any substantial changes, as determined in Hopegrown's sole discretion, we may notify you by sending you an email at the email address in your Hopegrown Profile and/or by posting notice of the changes on our Site. Any changes to this Commercial Agreement will be effective upon the earlier of: (a) our dispatch of an email notice to you; or (b) our posting of notice of the changes on our Site. Changes will be effective immediately for new users of our Site or Services. You are responsible for providing us with your current email address. In the event that the last email address that you have provided us is not valid, or for any reason is not capable of delivering to you the notice described above, our dispatch of the email containing such notice will nonetheless constitute effective notice of the changes described in the notice. Continued use of our Site or Services following notice of such changes shall indicate your acknowledgement of such changes and assent to be bound by the terms and conditions of such changes.

11.3 Choice of Law; Venue. This Commercial Agreement is made under and shall be governed by and construed in accordance with the laws of the State of California, without giving effect to any principles that provide for the application of the law of another jurisdiction. Any action at law or in equity will be commenced in a federal or state court located in Los Angeles County, California and you and Hopegrown consent to the venue and jurisdiction of such courts.

11.4 ARBITRATION AGREEMENT AND JURY TRIAL WAIVER, CLASS ACTION WAIVER, AND FORUM SELECTION CLAUSE. This arbitration agreement is subject to the Federal Arbitration Act. Except for disputes brought in small claims court, all disputes between you and Hopegrown arising out of, relating to or in connection with the Services shall be exclusively settled through binding arbitration pursuant to the then-current rules of the American Arbitration Association (“AAA") for commercial arbitration. Information on AAA and how to start arbitration can be found at www.adr.org or by calling 800-778-7879. Arbitration procedures are simpler and more limited than rules applicable in court and review by a court is limited. There is no judge or jury in arbitration. The arbitrator's award may be entered in any court of competent jurisdiction.

You hereby waive your right to a jury trial.

You and Hopegrown agree that any such arbitration shall be conducted on an individual basis and not in a class, consolidated or representative, action.

If the arbitration in this section provision is found unenforceable or to not apply for a given dispute, then the proceeding must be brought exclusively in a court of competent jurisdiction in Los Angeles County, California. This Commercial Agreement is governed by the laws of the State of California without regard to conflict of law provisions.

11.5 Entire Agreement. This Commercial Agreement constitutes the entire agreement between you and us regarding the use of the Site and Services. Our failure to exercise or enforce any right or provision of this Commercial Agreement shall not operate as a waiver of such right or provision. The section titles in this Commercial Agreement are for convenience only and have no legal or contractual effect. The word “including" means “including without limitation". If any provision of this Commercial Agreement is, for any reason, held to be invalid or unenforceable, the other provisions of this Commercial Agreement will be unimpaired and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law. Your relationship to Hopegrown is that of an independent contractor, and neither party is an agent or partner of the other. This Commercial Agreement, and your rights and obligations herein, may not be assigned, subcontracted, delegated, or otherwise transferred by you without Hopegrown's prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing is null and void.

11.6 Service Mark Information. Service Mark 2014, MJL024. All rights reserved. “Hopegrown"; the Hopegrown sun logo; and the Hopegrown tile phrase “Better Health Better Living" (“Marks") are service marks of MJL024. You acknowledge and agree that you are not permitted to use these Marks or any third party marks displayed on our site without prior written consent from, respectively, MJL024 or the owners of such third party marks.

11.7 Hopegrown Contact Information:

Address: P.O. Box 56731, Sherman Oaks, California 91413
Telephone: (323) 508-1933
Email: info@hopegrown.org