Published September 1, 2022. Effective as of September 1, 2022. These Terms replace and supersede all prior versions.
THE MANDATORY ARBITRATION PROVISION AND CLASS ACTION WAIVER IN SECTION 13 (DISPUTE RESOLUTION) BELOW GOVERN THE RESOLUTION OF DISPUTES. PLEASE READ THEM CAREFULLY. IF YOU DO NOT AGREE WITH THE MANDATORY ARBITRATION PROVISION AND CLASS ACTION WAIVER IN THE TERMS, PLEASE DO NOT USE THE SERVICES OR SOFTWARE.
YOU MUST BE 21 OR OLDER TO REGISTER FOR A CANNASPYGLASS ACCOUNT. YOU MAY NOT CREATE AN ACCOUNT IF YOU LIVE IN A JURISDICTION WHERE YOUR ACCESS IS PROHIBITED BY LAW.
1. Your Agreement with CannaSpyglass.
1.1 Choice of Law; Submission to Jurisdiction. The Terms are governed by the laws of Oklahoma, U.S.A., unless preempted by U.S. federal law, without regard to conflict of law rules. You may have additional rights under your local law. We do not seek to limit those rights where it is prohibited to do so by law. Any legal suit, action, or proceeding arising out of or related to the Terms or the license(s) granted hereunder will be instituted in the federal courts of the United States or the courts of the State of Oklahoma, in each case located in the city of Oklahoma City, U.S.A and County of Oklahoma, U.S.A., and you irrevocably submit to the exclusive jurisdiction of such courts in any suit, action, or proceeding.
1.2 Additional Terms. Our Services and Software are licensed, not sold, to you, and may also be subject to one or more of the additional terms below ("Additional Terms”). If there is any conflict between the terms in the General Terms and the Additional Terms, then the Additional Terms govern in relation to that Service or Software. The Additional Terms are subject to change as described in section 1.4 (Updates to Terms) below.
1.4 Updates to Terms. We may make changes to the Terms from time to time, and if we do, we will notify you by revising the date at the top of the Terms and, in some cases, we may provide you with additional notice. You should look at the Terms regularly. Unless otherwise noted, the amended Terms will be effective immediately, and your continued use of our Services and Software will confirm your acceptance of the changes. If you do not agree to the amended Terms, you must stop using our Services and Software.
3. Use of Services and Software.
3.1 License. Subject to your compliance with the Terms and applicable law, you may access and use the Services and Software that we make available, and that you license from us. Your license(s) expire at the end of the term set forth in your order (e.g. an online order or order document). The version(s) of the Services and Software may vary from time to time from the version(s) available when you first purchased your license(s) from us. You agree that your decision to use or purchase Software or Services is not contingent on the delivery of any future functionality or features, or dependent on any oral or written comments made by us regarding future functionality or features.
3.2 CannaSpyglass Intellectual Property. We (and our licensors) remain the sole owner of all right, title, and interest in the Services and Software. Except as stated in the Terms, we do not grant you any rights to patents, copyrights, trade secrets, trademarks, or any other rights in respect to the items in the Services or Software. We reserve all rights not granted under the Terms.
3.3 Derivative Works. “Content” means information or data you develop or derive in connection with your use of the Services and Software which is stored with us. Unless documentation or specific licenses (including but not limited to Additional Terms) state otherwise, we grant you a limited, personal, non-exclusive, non-sublicensable, and non-transferable license to use the Content you create for your own end use (“End Use”). Under no circumstances can you distribute the Content on a stand-alone basis.
3.4 Free trials. We may offer free trials to you in our sole discretion. If access to the Services or Software is provided to you for free or for trial purposes, such access is governed by these Terms. At any time prior to or during the free or trial period, we may, in our sole discretion, terminate the free or trial access without prior notice and for any reason, including to prevent abuse of the free or trial access. After the free or trial access period expires, you may only continue using the Services or Software by enrolling in a paid subscription, if available, or as otherwise permitted by us. During the free or trial period, no express or implied warranties shall apply to the Services and Software, all Services and Software are provided “as-is” with all defects, and no technical or other support is included.
3.5 Third-Party Services and Software. The Services and Software may include third-party services and software, and you are responsible for complying with any and all third-party terms that apply. Access to third-party services and software is provided for convenience only, and we have no responsibility for such third-party services and software.
4. Your Account.
4.1 Account Information. You are responsible for all activity that occurs via your account even if that activity is not by you or is without your knowledge or consent. Please notify us immediately if you become aware of any unauthorized use of your account. You may not (A) share your account information (except with an authorized account administrator), whether intentionally or unintentionally; or (B) use another person’s account. Your account administrator may use your account information to manage your use and access to the Services and Software.
4.2 Account Inactivity. You are responsible for keeping your account active, and we reserve the right to close inactive accounts in our sole discretion. You understand that you will lose access to any Content stored in connection with your account upon closure. Notwithstanding the foregoing, and subject in all respects to the Terms, we will not intentionally close paid accounts in good standing.
5. User Conduct.
5.1 Misuse. You must not misuse the Services or Software. For example, you must not:
(A) use the Services or Software in violation of the Terms;
(B) copy, modify, host, stream, sublicense, or resell the Services or Software;
(C) enable or allow others to use the Services or Software using your account information;
(D) offer, use, or permit the use of the Services or Software in a computer services business, third-party outsourcing service, on a membership or subscription basis,
on a service bureau basis, on a time-sharing basis, as a part of a hosted service, or on behalf of any third party;
(E) use the Software or Services to construct any kind of database or dataset;
(F) access or attempt to access the Services or Software by any means other than the interface we provide or authorize;
(G) circumvent any access or use restrictions put into place to prevent certain uses of the Services or Software;
(H) Share Content or otherwise violate our or anyone’s Intellectual Property Rights.“Intellectual Property Rights” means copyright, moral rights, trademark, trade
dress, patent, trade secret, unfair competition, right of privacy, right of publicity, and any other proprietary rights;
(I) impersonate any person or entity, or falsely state or otherwise misrepresent your affiliation with a person or entity;
(J) attempt to disable, impair, or destroy the Services or Software;
(K) upload, transmit, store, or make available any code that contains any viruses, malicious code, malware, or any components designed to harm or limit the
functionality of the Services or Software;
(L) attempt to disrupt, interfere with, or inhibit any other user from using the Services or Software;
(M) use any data mining or similar data gathering and extraction methods in connection with the Services or Software, including data scraping for machine learning
or other purposes;
(N) create accounts for the purpose of violating these terms or for circumventing account termination or other types of actions taken by us;
(O) manipulate or otherwise display the Services or Software by using framing or similar navigational technology; or
(P) violate applicable law.
6. Fees and Payment.
6.1 Taxes and Third-Party Fees. You must pay any applicable taxes and third-party fees (including, for example, telephone toll charges, mobile carrier fees, ISP charges, data plan charges, credit card fees, foreign exchange fees, and foreign transaction fees). We are not responsible for these fees. Contact your financial institution with questions about fees. We may take steps to collect the fees you owe us. You are responsible for all related collection costs and expenses.
6.2 Credit Card/ACH Information. You authorize us to store your payment method and use it in connection with your use of the Services and Software as described in your Subscription and Cancellation Terms.
7. Your Indemnification Obligations.
7.1 Indemnification. You will indemnify us and our subsidiaries, affiliates, officers, agents, employees, partners, and licensors from any claim, demand, loss, or damage, including reasonable attorneys’ fees, arising out of or related to (A) your misuse of the Services or Software (as applicable), or your violation of the Terms; and (B) third party claims in connection with your use of the Services or Software, except as expressly provided in the Additional Terms. We have the right to control the defense of any claim, action, or matter subject to indemnification by you with counsel of our own choosing. You will fully cooperate with us in the defense of any such claim, action, or matter.
8. Disclaimers of Warranties.
8.1 UNLESS STATED IN THE ADDITIONAL TERMS, THE SERVICES AND SOFTWARE ARE PROVIDED “AS-IS” AND WITH ALL FAULTS. TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE. WE FURTHER DISCLAIM ANY WARRANTY THAT (A) THE SERVICES OR SOFTWARE WILL MEET YOUR REQUIREMENTS, BE ACCURATE, OR WILL BE CONSTANTLY AVAILABLE, UNINTERRUPTED, TIMELY, SECURE, ERROR-FREE, OR FREE OF HARMFUL OR MALICIOUS CODE; (B) THE RESULTS OBTAINED FROM THE USE OF THE SERVICES OR SOFTWARE WILL BE EFFECTIVE, ACCURATE, OR RELIABLE; (C) THE QUALITY OF THE SERVICES OR SOFTWARE WILL MEET YOUR EXPECTATIONS; OR (D) ANY ERRORS OR DEFECTS IN THE SERVICES OR SOFTWARE WILL BE CORRECTED.
8.2 We specifically disclaim all liability for any actions resulting from your use of any Services or Software. You may use and access the Services or Software at your own discretion and risk, and you are solely responsible for any damage to your computer system or loss of data that results from the use of and access to any Service or Software.
9. Limitation of Liability.
9.1 Unless stated in the Additional Terms, we are not liable to you or anyone else for any special, incidental, indirect, consequential, moral, exemplary or punitive damages whatsoever, regardless of cause, including losses and damages (A) resulting from loss of use, data, reputation, revenue, or profits; (B) based on any theory of liability, including breach of contract or warranty, negligence, or other tortious action; or (C) arising out of or in connection with your use of or access to the Services or Software.
9.2 Our total aggregate liability in any matter arising out of or related to the Terms is limited to the greater of (A) US $100; or (B) the amount that you paid for access to the Services and Software during the twelve-month period preceding the event giving rise to the liability.
9.3 The limitations and exclusions in this Section 9 (Limitation of Liability) apply to the maximum extent permitted by law even if (A) a remedy does not fully compensate you for any losses or fails of its essential purpose; or (B) we knew or should have known about the possibility of damages.
9.4 These Terms set forth the entire liability of CannaSpyglass and its present or future parent(s), subsidiaries, and affiliates as well as your exclusive remedy with respect to access and use of the Services and Software.
10.1 Termination by You. You may stop using the Services and Software at any time. Termination of your account does not relieve you of any obligation to pay any outstanding fees nor entitle you to a refund for any unused portions of any subscription or other purchases or pre-paid fees.
10.2 Termination by Us. If we terminate the Terms, or your use of the Services or Software for reasons other than for cause, we will make reasonable efforts to notify you in advance via the email address you provide to us. Unless stated in any Additional Terms, we may, at any time, terminate or suspend your right to use and access the Services or Software if:
(A) you breach any provision of the Terms (or act in a manner that clearly shows you do not intend to, or are unable to, comply with the Terms);
(B) you fail to make the timely payment of fees for the Services or Software, if any;
(C) we are required to do so by law (for example, where the provision of the Services or Software to you is, or becomes, unlawful);
(D) we elect to discontinue the Services or Software, in whole or in part (such as if it becomes impractical for us to continue offering Services in your region due to
change of law); or
(E) there has been an extended period of inactivity in your account (except as noted in Section 4.2 above).
10.3 Survival. Upon the expiration or termination of the Terms, some or all of the Services and Software may cease to operate without prior notice. Your indemnification obligations, our warranty disclaimers and limitations of liabilities, and dispute resolution provisions stated in the Terms will survive any expiration, cancelation, or termination of the Terms.
11. Trade Sanctions and Export Control Compliance.
The Services and Software, and your use of them, are subject to laws, restrictions, and regulations of the United States and other jurisdictions that (A) govern the import, export, and use of the Services and Software; and (B) may prohibit us from providing the Services and Software to you without notice. By using the Services and Software, you agree to comply with all such laws, restrictions, and regulations, and you warrant that you are not prohibited from receiving the Services and Software by the laws of any jurisdiction.
12. Dispute Resolution.
12.1 Process. If you have any concern or dispute, you agree to first try to resolve the dispute informally by contacting us. If a dispute is not resolved within 30 days of receipt by us, any resulting legal actions must be resolved through final and binding arbitration, including any question of whether arbitration is required, except that you may assert claims in small claims court if your claims qualify. Claims related to the Terms, Services, or Software are permanently barred if not brought within one year of the event resulting in the claim.
12.2 Scope, Rules. The American Arbitration Association (“AAA”) will administer the arbitration in Oklahoma County, Oklahoma pursuant to its Commercial Arbitration Rules and Mediation Procedures (“Commercial Rules”). There will be one arbitrator that you and we mutually select, or in default thereof appointed by the AAA in accordance with the Commercial Rules. The arbitration will be conducted in the English language. Judgment upon the award rendered may be entered and will be enforceable in any court of competent jurisdiction having jurisdiction over you and us.
12.3 No Class Actions. You may only resolve disputes with us on an individual basis, and you may not bring a claim as a plaintiff or a class member in a class, consolidated, or representative action.
12.4 Injunctive Relief. Notwithstanding the foregoing, in the event of your or others’ unauthorized access to or use of the Services or Software in violation of the Terms, you agree that we are entitled to apply for injunctive remedies (or an equivalent type of urgent legal relief) in any jurisdiction.
13. Audit Rights.
If you are a Business, then we may, at reasonable times and upon reasonable prior notice to you, inspect and verify that your installation and use of any and all Services or Software is in conformity with valid licenses from us.
14. Updates to Services and Software and Availability.
14.1 Updates to the Services and Software. We may modify, update, or discontinue the Services or Software (including any portions or features) at any time, without liability to you or anyone else. However, for changes to paid offerings, we will make reasonable efforts to notify you of the modification, update, or discontinuation. If we discontinue Services or Software in their entirety, we may provide you with a pro rata refund for any unused fees for the affected Service or Software that you prepaid.
14.2 Availability. It is your responsibility to make sure your use of the Services or Software is legal or available where you use them. Services or Software may not be available in all languages. We are not responsible for any internet connection or availably by or through any host or internet service provider.
15. No Modifications, Reverse Engineering.
Except as expressly permitted in the Terms, you may not (A) modify, port, adapt, or translate any portion of the Services or Software; or (B) reverse engineer (including but not limited to monitoring or tracking the inputs and outputs flowing through a system or an application in order to recreate that system), decompile, disassemble, or otherwise attempt to discover, within any Service or Software, the source code, data representations or underlying algorithms, processes, methods, and any other portion of such Service or Software. If the laws of your jurisdiction give you the right to decompile the Services or Software to obtain information necessary to render the licensed portions of the Services or Software interoperable with other software, you must first request such information from us. We may, in our sole discretion, either provide such information to you or impose reasonable conditions, including a reasonable fee, on your decompilation of the Services or Software to ensure that our and our suppliers’ proprietary rights in the Services and Software are protected.
16.1 English Version. The English version of the Terms will be the version used when interpreting or construing the Terms.
16.2 Notice to CannaSpyglass. You may send notices to us at the following address:
401 South Boston Avenue, Suite 2000
Tulsa, Oklahoma, USA 74103
16.3 Notice to You. We may notify you by email, postal mail, postings within the Services, or other legally accepted means. It is your responsibility to keep your account information current to receive notifications.
16.4 Non-Assignment. You may not assign or otherwise transfer the Terms or your rights and obligations under the Terms, in whole or in part, without our written consent, which consent will not be unreasonably withheld, and any such attempt will be void. We may transfer our rights under the Terms to a third party.
16.5 Headings. Headings used in the Terms are provided for convenience only and will not be used to construe meaning or intent.
16.6 Severability. If any provision of the Terms is held invalid or unenforceable for any reason, the remainder of the Terms will continue in full force and effect.
16.7 No Waiver. Our failure to enforce or exercise any provision of the Terms is not a waiver of that provision.
16.8 Force Majeure. Neither party will be liable to the other for any delay or failure to perform any obligation (other than your indemnification and payment obligations to us) under the Terms if the delay or failure is due to unforeseen events, which occur after the effectiveness of the Terms and which are beyond the reasonable control of the parties, such as strikes, blockade, war, terrorism, riots, natural disasters, refusal of license by the government or other governmental agencies, in so far as such an event prevents or delays the affected party from fulfilling its obligations and such party is not able to prevent or remove the force majeure at reasonable cost.