Higher Data LLC: CannaRadar Subscription Agreement
Introduction:
Thank you for your interest in CannaRadar. This Subscription Agreement is meant to make clear both the obligations of Higher Data as the Data Provider and your obligations as a Subscriber. Key points of the Subscription Agreement are summarized for your convenience in bullets below, but please read the entire Subscription Agreement before subscribing to understand your obligations as a Subscriber.
Higher Data will provide Subscribers with a limited license to access the CannaRadar database of information on licensed businesses operating in the legal cannabis industry
Don’t do anything illegal with the Data
You are liable for damages if you share the Data with any person or entity not employed in your organization and if you use the Data beyond the term of your subscription without renewing
Higher Data uses hidden identifiers and trackers in the Data that ensure compliance (these trackers are not used for anything besides ensuring contractual compliance). In other words, Higher Data will know if:
You share the Data with any person or entity outside your organization
You use the Data beyond the term of your subscription
You try to export, transcribe, or scrape the Data if you are on a limited Monthly subscription that does not include data downloads (does not apply to annual subscriptions)
Subscription Agreement:
By purchasing a subscription to CannaRadar you agree to this Subscription Agreement between Higher Data LLC (“Higher Data”, “Data Provider”) and yourself (“Subscriber”, “You”, “Your”)
LLC (“Higher Data”) and acknowledge and agree to the following terms and conditions:
1. Subscription
1.1) Subscription: Higher Data has collected, cleaned, and structured data regarding companies licensed to operate in the legal marijuana industry (the “Data”). Under this agreement, Higher Data grants a limited, non-exclusive, non-transferrable, revocable right to access and use the Data to the Subscriber for internal business purposes.
1.1)1. A Subscriber receive access to the Data through a web application
1.1)2. A Subscriber may receive access to just a subset of the data if they purchase a limited Subscription Plan (e.g. hemp-only).
1.1)3. A Subscriber who purchases an annual (1 year) Subscription will receive the additional right to download the data locally to their machines. A Subscriber who downloads the Data assumes all liability for prohibited re-distribution and dissemination of the Data as outlined in 2.4)1 below.
1.1)4. A Subscriber who purchases a monthly (1 month) Subscription is only allowed to view the data in the web app. Any attempted export, transcription, or scraping of the data is strictly prohibited and triggers the liability outlined in 2.4. Higher Data uses hidden identifiers and trackers in the Data to ensure compliance.
1.2) Subscriber Obligations: In connection with its use of the Data, Subscriber shall:
1.2)1. Comply with all applicable national, international, federal, state, and local laws, rules, and regulations and self-regulatory guidelines, including, without limitation, laws relating to privacy (e.g., GDPR, CCPA), telemarketing, commercial e-mail (e.g., CAN-SPAM), and unfair business practices;
1.2)2. Not engage in spam or mass marketing using the contact information in the data;
1.2)3. Include an unsubscribe link on any email marketing that uses the data and maintain a list of unsubscriptions to ensure that no future emails are sent to contacts who choose to unsubscribe;
1.2)4. Establish, implement, and maintain reasonable physical, electronic, and procedural safeguards to maintain the security and confidentiality of the Data;
1.3) Restrictions on Use of Data: Subscriber shall not (and shall not authorize or knowingly permit any third party to) make any use or disclosure of the Data that is not expressly permitted under this Agreement. Without limiting the foregoing, Subscriber shall not (and shall not authorize or knowingly permit any third party to):
1.3)1. Publish the Data, in whole or in part, in print or digitally;
1.3)2. Resell, distribute, or sublicense the Data; or
1.3)3. Generate any statistical or other information from the Data that is or will be provided to third parties (including as the basis for providing recommendations to others), including any person not employed by the Subscriber, any other company or business, and any client or customer of the Subscriber. Please contact the Higher Data team to inquire about a license that permits sharing statistical information (e.g., statistical analysis or aggregated statistics) with clients of consultants or with the audience of news and other print and online publications.
1.3)4. Monthly Subscribers shall not (and shall not authorize or knowingly permit any third party to) export, transcribe, or scrape the Data from the Higher Data web application to any external source (e.g., local machine, database, website)
1.3)5. To ensure compliance with 1.3)1 through 1.3)4, Higher Data uses hidden identifiers and trackers in the Data to ensure compliance. By agreeing to this Subscription Agreement, the Subscriber consents to these identifiers and trackers. Data collected from these identifiers and trackers is not used for any purposes besides ensuring compliance with this Subscription Agreement.
1.4) Ownership: Higher Data owns and shall own all rights, title, and interest in and to the Data, including, without limitation, documentation, source code, and all modifications, enhancements, revisions, changes, copies, translations, compilations, and derivative works thereof and thereto, including all intellectual property rights related thereto (the “Higher Data IP”). Subscriber has no rights with respect to the Higher Data IP other than those expressly granted hereunder.
1.5) License: Higher Data makes the Data accessible and available to Subscriber during the Term via Higher Data’s web application or other delivery method subject to Higher Data’s discretion. During the Term, Higher Data hereby grants to Subscriber a limited, non-exclusive, non-transferable, revocable right and license (without the right to sublicense) to access and retrieve the Data as permitted in this Agreement. Higher Data and/or its contractors shall use commercially reasonable efforts to provide access to the Data, other than for scheduled maintenance or downtime caused by reasons beyond Higher Data’s or its contractors’ reasonable control, including, but not limited to, acts of God, acts of any governmental body, war, insurrection, sabotage, armed conflict, terrorism, embargo, fire, flood, strike or other labor disturbance, unavailability of or interruption or delay in telecommunications or third-party services, or virus attacks or hackers. Higher Data may limit access to the web application for up to 6 hours at a time for scheduled maintenance and upgrades after notifying the Subscriber.
2. Terms and Termination
2.1) Initial Term and Renewal Terms: The initial term of this Agreement begins upon receipt of payment, unless otherwise specified by Higher Data in writing, and shall continue for a period of one (1) year or one (1) month, depending on the Subscription purchased by the Subscriber (the “Initial Term”). Upon expiration of the Initial Term or any Renewal Term, all subscriptions automatically renew for (1) year or (1) month periods, depending on the Subscription purchased by the Subscriber, (each, a “Renewal Term” and collectively with the Initial Term, the “Term”), unless either party provides written notice to the other party of non-renewal at least one (1) day prior to the expiration of the then-current Term. The Subscriber can notify Higher Data of non-renewal through the “Contact Us” form on https://www.higher-data.com or through an email sent to team@higher-data.com.
2.2) Cancellation: All Higher Data subscriptions are non-refundable. Customers are not entitled to any refunds or prorations for cancellation, partial-month usage, or non-usage of the Service. Subscriber must cancel the Subscription before the annual renewal date in order to avoid automatic billing of subscription fees for the renewal term. Cancellations must be in writing, submitted through the “Contact Us” form on https://www.higher-data.com or sent to team@higher-data.com.
2.2)1. Upon expiration or cancellation of a License with respect to the Data, Subscriber will immediately delete or destroy all originals and copies of the Data, as applicable, and upon request, provide Higher Data with certification thereof.
2.3) Termination: In the event of a material breach of this Agreement by the Subscriber, Higher Data may terminate this Agreement immediately by giving written notice to the breaching Subscriber through email. In the event Subscriber fails to pay any Fee (as defined below) in full when due, Higher Data, at any time and without notice, suspend Subscriber’s access to the data.
2.3)1. The Subscriber may no longer use any Data from the CannaRadar Database after termination.
2.3)2. Upon termination, Subscriber will immediately delete or destroy all originals and copies of the Data, as applicable, and upon request, provide Higher Data with certification thereof.
2.4) Subscriber Liabilities
2.4)1. Sharing: If the Subscriber shares data with a person, business, or other entity outside of the Subscriber’s organization, the Subscriber is liable to five times (5x) the Fee of an annual subscription and any/all associated legal fees. If the Subscriber shares data with multiple persons, businesses, or other entities outside the Subscriber’s organization, the Subscriber is liable to five times (5x) the Fee of an annual subscription for each person, business, or entity the data was shared with and any/all associated legal fees.
2.4)1.1. This applies to voluntary sharing as well as dissemination to third parties due to failure to properly secure and store the Data.
2.4)2. Unauthorized export: If a Subscriber of the Monthly plan attempts to transcribe, scrape, or otherwise export the Data to any location outside of the CannaRadar web application, the Subscriber is liable to three times (3x) the Fee of an annual subscription and any/all associated legal fees.
2.4)3. Use after Cancellation and Termination: If the Subscriber continues to use the data, as shown by Higher Data’s data identifiers and trackers, after cancelling or facing termination, the Subscriber is liable to three times (3x) the Fee of an annual subscription and any/all associated legal fees.
2.5) Survival: The provisions set forth in Section 1.3 (“Restrictions on Use of Data”), Section 1.4 (“Ownership”), Section 2.4 (“Subscriber Liabilities”), Section 3 (“Financial Terms”) (Until all fees and taxes due and payable hereunder are paid), Section 4.3 (“No Warranty”), Section 6 (“Limitation of Liability”), Section 7 (“Indemnification”), Section 8 (“Miscellaneous Provisions”), and this Section 2.5 (“Survival”) will survive the termination of this Agreement.
3. Financial Terms
3.1) Fee: As consideration for the rights granted hereunder, Subscriber shall pay Higher Data the fee set forth by Higher Data in writing (the "Fee"). All Fees are non-refundable. Higher Data reserves the right to change the Fee for any Renewal Term on at least thirty (30) days' notice prior to the commencement of such Renewal Term.
3.2) Taxes: Subscriber will pay any applicable federal, state, county, or local taxes relating to this agreement, other than taxes based on Higher Data income. The Fee does not include applicable transaction taxes.
4. Disclaimers:
4.1) Data Accuracy: Though Higher Data uses extensive procedures and software to keep the Data accurate and up-to-date, the Subscriber acknowledges that the information will contain a degree of error and will not always be complete.
4.2) Data Limitations: Subscriber acknowledges that although the Data can be used as an aid to subscriber to make informed business decisions, the Data are not meant to substitute legal or business advice or subscriber's exercise of their own business judgement. Any such decisions or judgements are made at subscriber's sole discretion and election.
4.3) No Warranty: The Data are provided "as is" and "as available" and Higher Data makes no warranty with respect to the data, or otherwise in connection with this agreement and hereby disclaims any and all express, implied, or statutory warranties, including, without limitation, any warranties of title, merchantability, non-infringement, fitness for a particular purpose, availability, error-free or uninterrupted operation and any warranties arising from a course of dealing, course of performance, or usage of trade. To the extent that Higher Data may not as a matter of applicable law disclaim any warranty, the scope and duration of such warranty shall be the minimum permitted under such law.
4.4) Downtime: Higher Data may choose without notice to limit access to the CannaRadar web application for a period of up to 24 hours to perform maintenance and updates.
5. Publicity: Higher Data may include a reference to Subscriber in any listing of its subscribers (including subscriber logos) and may include references to the Subscriber in written proposals made to its potential customers.
6. Limitation of Liability: IN NO EVENT SHALL HIGHER DATA BE LIABLE TO SUBSCRIBER OR ANY OTHER PARTY FOR ANY DIRECT, INCIDENTAL, INDIRECT, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES OF ANY KIND (INCLUDING, BUT NOT LIMITED TO, LOST REVENUES OR PROFITS) ARISING FROM OR RELATING TO THIS AGREEMENT, REGARDLESS OF WHETHER HIGHER DATA WAS ADVISED, HAD OTHER REASON TO KNOW, OR IN FACT KNEW OF THE POSSIBILITY THEREOF. HIGHER DATA’S AGGREGATE LIABILITY FOR DIRECT DAMAGES UNDER THIS AGREEMENT SHALL NOT EXCEED THE FEES PAID BY SUBSCRIBER UNDER THIS AGREEMENT DURING THE PERIOD TWELVE (12) MONTHS PRIOR TO THE EVENT GIVING RISE TO THE CLAIM. NO ACTION, REGARDLESS OF FORM, ARISING FROM OR PERTAINING TO THIS AGREEMENT MAY BE BROUGHT BY SUBSCRIBER MORE THAN ONE (1) YEAR AFTER SUCH ACTION HAS ACCRUED.
7. Indemnification: Subscriber shall indemnify, defend, and hold harmless Higher Data and its officers, directors, employees, attorneys, agents, licensors (collectively, the “Indemnified Parties”) from and against any and all losses, liabilities, damages, fines, and claims, and all related costs and expenses (including reasonable legal fees and disbursements and costs of investigation, litigation, settlement, judgment, interest, and penalties) incurred by such Indemnified Parties in connection with any third-party claim to the extent arising from Subscriber’s use of the Data, except to the extent arising from Higher Data’s breach of this Agreement or Higher Data’s tortious acts or omissions.
8. Miscellaneous Provisions: The failure of either party to exercise in any respect any right provided for herein shall not be deemed a waiver of any further rights hereunder. If any provision of this Agreement is found to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect and enforceable. This Agreement is not assignable, transferable, or sub-licensable by either party, except with the other party’s prior written consent. This Agreement shall be governed by and construed in accordance with the laws of the state of Connecticut without regard to the conflict of law provisions thereof. All claims or disputes arising out of or in connection with this Agreement shall be heard exclusively by the federal or state court New Haven, Connecticut. The parties agree that this Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications, and other understandings relating to the subject matter of this Agreement. Any modification to this Agreement must be in a writing signed by both parties. No agency, partnership, joint venture, or employment is created as a result of this Agreement, and neither party has any authority of any kind to bind the other party in any respect whatsoever.
LAST UPDATED: November 23, 2019