Terms of Service
Last Update: January 1, 2024
Lit Alerts Corporation and its Affiliates offers a Software-as-a-Service (SaaS) data tool at litalerts.com and associated websites, portals, applications and widgets, including widgets embedded on sites owned by others (collectively, the “Site”) that crawls publicly available ecommerce websites to collect data.
Lit Alerts provides a set of features (the “Data & Messaging Features”) through the Site for licensed brands, wholesalers and retailers whereby (i) Customers can access the data via the Site user interface and (ii) receive alerts and/or messages related to the data available via the Site.
Customer is a cannabis brand, wholesaler or retailer that (i) is licensed by the applicable state and local licensing authorit(y/ies) (ii) has executed an Agreement with Lit Alerts, and (iii) desires to utilize the Data & Messaging Features provided through the Site (the “Lit Alerts Services”).
These CannCorp, LLC Services Terms and Conditions (these “Terms” and collectively with any Service Contract relating hereto, the “Agreement”) are effective as per the date of signatures, and set forth the terms and conditions upon which CannCorp, LLC dba Lit Alerts, a Massachusetts limited liability company (“Lit Alerts”) will provide services to the entity executing the Service Contract under the heading “Customer Name” (“Customer” and together with Lit Alerts, the “Parties”).
1. Access to Lit Alerts Services
1.1 Subject to Customer’s compliance with the terms and conditions of the Agreement, Lit Alerts grants the Customer a non-exclusive, non-transferable right to access and use the SaaS data tool, subject to the terms and conditions of this Agreement.
1.2 The SaaS data tool will crawl publicly available ecommerce websites and collect data, which will be made available to the Customer through the tool’s interface.
1.3 The Provider does not guarantee the accuracy, completeness, or reliability of the data collected by the SaaS data tool. The Customer acknowledges and agrees that any use of the data is at their own risk.
2. Ownership and Use of Data
2.1 The Customer acknowledges and agrees that the data collected by the SaaS data tool is owned solely by the Provider. The Customer does not acquire any ownership rights or intellectual property rights in the data.
2.2 The Customer shall not share, distribute, sell, license, sublicense, or transfer the data to any third party without the prior written consent of the Provider.
3. Data Usage & Compliance
3.1 The Customer shall use the data collected by the SaaS data tool in compliance with all applicable federal, state, and local laws, rules, and regulations, including but not limited to those relating to data privacy, intellectual property, and consumer protection.
3.2 The Customer acknowledges and agrees that they are solely responsible for any consequences arising from their use of the data, including any legal or regulatory liabilities.
4. Lit Alerts’ Role
For the avoidance of doubt, Lit Alerts is solely a software service provider and not a cannabis licensee, and Lit Alerts disclaims any obligation to obtain any License. Lit Alerts does not sell, transport, distribute, dispense, or deliver cannabis products, and Lit Alerts is not a party to any contract for sale of products between users and retailers. Any fees or amounts charged by Lit Alerts with respect to the Data & Messaging Features are solely with respect to the provision of technology services and the associated fees, expenses, hosting charges and labor associated with providing such technology services.
5. Incorporated Agreements
Customer’s use of the Site and the Lit Alerts Services shall be subject to, and Customer hereby agrees to be bound by, (i) the Terms of Services, and (iii) each of the policies and guidelines governing the Site and the Lit Alerts Services as may be provided to Customer or amended by Lit Alerts from time to time, including the CannCorp, LLC Terms of Service and the Lit Alerts Privacy Policy located at https://litalerts.com/privacy/ (collectively, the “Website Policies”, the “Incorporated Agreements”). All Incorporated Agreements are incorporated by reference in the Agreement, and references to the Agreement include the Incorporated Agreements unless the context requires otherwise. In the event of any inconsistency between the provisions of the Agreement and any of the Incorporated Agreements the Agreement shall control with respect to the Lit Alerts Services except to the extent the Incorporated Agreement specifically states that it will control with respect to a specific matter related to the Lit Alerts Services.
6. Intellectual Property Rights
Lit Alerts reserves all right, title and interest in and to all intellectual property rights, as these terms are understood under United States law, that are displayed on the Site, incorporated in the Site, or otherwise are owned, licensed, provided to or used by Lit Alerts (collectively, the “Lit Alerts Intellectual Property”). For the avoidance of doubt, the Lit Alerts Intellectual Property shall include all metadata or compilation data generated from the Site. Customer shall acquire no right, title or interest in or to any of the Lit Alerts Intellectual Property as a result of the Agreement.
7. Confidential Information
7.1 The term “Confidential Information” as used throughout this Agreement shall mean all trade secrets, proprietary information and other data or information (and any tangible evidence, record or representation thereof), written or oral, whenever and however acquired, whether prepared, conceived or developed by either Party or received by either Party from an outside source, which is in the possession of either Party and which is maintained in secrecy or confidence by either Party. Notwithstanding the foregoing, the term Confidential Information shall not apply to information which (i) is now or hereafter becomes public through no fault of the Parties; (ii) is shown by written records to have been in the lawful possession of the disclosing party prior to receipt from the receiving party; or (iii) is required to be disclosed by law or by judicial order, provided that either Party shall give prompt written notice of such required disclosure and the Parties shall reasonably cooperate to attempt to secure a protective order or other legal remedy to limit disclosure.
7.2 While providing the Lit Alerts Services to the Customer and thereafter, Lit Alerts shall not, directly or indirectly, use any Confidential Information or disclose any of the Customer’s Confidential Information to any third party.
7.3 Both Parties agree that all originals and all copies of materials containing, representing, evidencing, recording, or constituting any Confidential Information, however and whenever produced, shall be the sole property of the disclosing party.
8. Term; Termination
8.1 Term. This Agreement will commence on the Effective Date and, unless terminated earlier in accordance with the terms of this Agreement, will remain in force and effect for as long as Lit Alerts is performing the Lit Alerts Services on behalf of the Customer (the“Term”). The “Effective Date” is defined as the date this Agreement is last signed by either Party.
8.2 Termination. Customer or Lit Alerts may terminate the Agreement and cancel the Lit Alerts Services for any time with thirty (30) days’ prior notice. Lit Alerts may terminate or suspend the Agreement and the Lit Alerts Services immediately upon any breach by Customer of the Agreement, including any failure to timely pay any invoice. Upon termination (i) Lit Alerts may deactivate Customer’s account(s), (ii) Lit Alerts may delete Customer’s data, and (iv) Customer will (a) deliver to Lit Alerts all Lit Alerts Data in Customer’s possession or reasonable control, and (b) permanently delete in a manner that makes it non- readable and non-retrievable (i.e., pursuant to NIST 800-88, DoD 5220-22-M) all copies of Lit Alerts Data in Customer’s possession or reasonable control, except, in each case of (a) and (b), to the extent Customer is required to retain such information under Applicable Law. Any decision by Lit Alerts to suspend the Agreement or the Lit Alerts Services will not bar Lit Alerts from later terminating the Agreement or be deemed to be a waiver of any of its rights hereunder. “Applicable Law” means all applicable federal, state, and local laws, statutes, ordinances, rules, and regulations of any jurisdiction throughout the world.
8.3 Survival. Termination of the Agreement shall be without prejudice to any claim or right of action of either Party against the other Party for any breach of the Agreement. The provisions of Sections 4, 6, 7.2, 7.3, and 10-13 of these Terms and Section 4 of Addendum 1 shall remain in full force and effect notwithstanding the termination of the Agreement.
9. Payment Terms
As consideration for the Lit Alerts Services, Customer agrees to the payment terms and procedures set forth in Addendum 1 of the applicable Service Agreement.
10. Representations, Warranties and Covenants
Customer represents, warrants and covenants to Lit Alerts that: (a) It has the authority, power and right to enter into and deliver the Agreement and perform its obligations hereunder; (b) Customer is duly organized, validly existing, and in good standing under the laws of the jurisdiction in which it was organized; (c) the Agreement have been duly executed and delivered by it and constitute valid and binding obligations enforceable against it in accordance with their respective terms, and the execution and delivery of and performance by Customer under the Agreement will not violate any other agreement to which it is a party; and (d) it is in compliance with (and during the Term will continue to comply with) all Applicable Law, including the obligation to pay tips to delivery and other workers, if any, and it will not take any action that is likely to result in Lit Alerts breaching its obligations under Applicable Law.
10.1 Compliance with Federal Law. Marijuana is included on Schedule 1 under the United States Controlled Substances Act. Under the federal laws of the United States of America, manufacturing, distributing, dispensing or possession of marijuana is illegal, and individuals are subject to arrest and/or prosecution for doing so. Customer acknowledges that it is the Customer’ responsibility to ensure compliance with these laws. Lit Alerts disclaims any and all liability relating to the use of its website and applications in violation of any federal laws, rules and/or regulations.
10.2 Compliance with State Law. The Customer expressly acknowledges that the Site is for those residing in states with laws regulating the use of medical or recreational cannabis and that the laws surrounding recreational and medical use are established pursuant to their respective State laws. The Customer expressly acknowledges and assumes full responsibility for cooperating with the laws of the state and municipality where you reside. Further, Lit Alerts disclaims any and all liability relating to the use of its website and applications in violation of any state laws, rules and/or regulations.
11. Indemnity
Customer will indemnify, defend, and hold Lit Alerts and its Affiliates and their respective owners, officers, directors, managers, employees, contractors, attorneys, agents and representatives harmless from and against any and all claims, actions, losses, damages (actual and consequential), liabilities, costs and expenses (including but not limited to attorneys’ fees and court costs), known and unknown, suspected and unsuspected, disclosed and undisclosed arising out of or relating to: (i) Customer’s use of the Site or the Lit Alerts Services; (ii) any breach of Customer’s representations, warranties, covenants or agreements in the Agreement; (iii) Customer’s products and retailer services, the provision thereof to any users or other customers of Customer, and any User disputes, including the actions of Customer’s personnel; (iv) any death or personal injury of any person on the premises of Customer; and (v) the gross negligence or willful misconduct of Customer or any of its personnel, including any illegal, unauthorized, misleading or fraudulent activity thereof. Lit Alerts will notify Customer of any claim for which Lit Alerts seeks indemnification hereunder; provided, that the failure to provide such notice shall not relieve the obligation of Customer to provide indemnification hereunder. Lit Alerts will have the right to control the defense of and settle each such claim and any lawsuit or proceeding arising therefrom in its sole and absolute discretion; provided, that Lit Alerts may elect to require Customer to assume control of the defense of and settlement of any such claim, lawsuit or proceeding at Customer’s sole cost and expense. In the event Lit Alerts elects to require Customer to assume control of such claim, lawsuit or proceeding, Customer will employ counsel acceptable to Lit Alerts, and Customer shall not settle such claim without Lit Alerts’ prior written consent. Customer agrees that any breach of the Agreement by any of its personnel or any person that it directs shall be deemed to be a breach of the Agreement by Customer.
12. Limitation of Liability
CLIENT EXPRESSLY UNDERSTANDS AND AGREES THAT LIT ALERTS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY DAMAGES, OR DAMAGES FOR LOSS OF PROFITS INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF LIT ALERTS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, RESULTING FROM: (i) THE USE OR THE INABILITY TO USE THE SERVICE; (ii) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE SERVICE; (iii) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (iv) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SERVICE; OR (v) ANY OTHER MATTER RELATING TO THE SERVICE. IN NO EVENT WILL LIT ALERTS’S TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES OR CAUSES OF ACTION EXCEED THE AMOUNT YOU HAVE PAID LIT ALERTS IN THE LAST SIX (6) MONTHS, OR, IF GREATER, ONE HUNDRED DOLLARS ($100).
SOME JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OR EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS SET FORTH ABOVE MAY NOT APPLY TO THE CLIENT OR BE ENFORCEABLE WITH RESPECT TO THE CLIENT. IF THE CLIENT IS DISSATISFIED WITH ANY PORTION OF THE SERVICE OR WITH THESE TERMS OF SERVICE, THE SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USE OF THE SERVICE.
13. Dispute Resolution
FOR THE AVOIDANCE OF DOUBT, BY EXECUTING A SERVICE CONTRACT, CLIENT IS AGREEING TO (I) MANDATORY INDIVIDUAL ARBITRATION REGARDING DISPUTES, (II) WAIVE ANY RIGHT TO TRIAL BY JURY, AND (III) WAIVE ANY RIGHT TO PARTICIPATE AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION LAWSUIT,CLASS- WIDE ARBITRATION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION, ORANY OTHER REPRESENTATIVE PROCEEDING AS TO ALL DISPUTES, IN EACH CASE TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.
14. Miscellaneous
14.1 No Agency. The relationship between Lit Alerts and Customer is that of independent contractors, and nothing in the Agreement will be construed as creating any partnership, joint venture, agency, franchise, sales representative, or employment relationship between Lit Alerts and Customer, and neither Party shall have authority to contract for or bind the other Party in any manner whatsoever.
14.2 Subcontractors. Lit Alerts shall have the right to subcontract any of the Lit Alerts Services to a third party.
14.3 Interpretation. Unless the express context otherwise requires: (a) the words “hereof,” “herein,” and “hereunder” and words of similar import, when used in the Agreement, shall refer to the Agreement as a whole and not to any particular provision of the Agreement; (b) terms defined in the singular shall have a comparable meaning when used in the plural, and vice versa; (c) the terms “Dollars” and “$” mean United States Dollars; (d) wherever the word “include,” “includes,” or “including” is used in the Agreement, it shall be deemed to be followed by the words “without limitation”; and (e) references herein to any gender shall include each other gender. In the event of an ambiguity or question of intent or interpretation arises, the Agreement shall be construed as if drafted jointly by the Parties, and no presumption or burden of proof shall arise favoring or disfavoring any Party by virtue of the authorship of any of the provisions of the Agreement.
14.4 Notices. Any notices under the Agreement must be made in writing and addressed as follows:
To Lit Alerts: Sent via mail to:
Lit Alerts Corporation
15 Westbrook Terrace
Pittsfield, MA 01201
With a copy (which shall not constitute notice) via email to: info@litalerts.com
To Customer: Sent to the email address set forth on the Service Agreement.
14.5 Counterparts. The Agreement may be executed in any number of counterparts. Counterparts of theAgreement that are signed and delivered by facsimile, email or other electronic transmission (e.g., AdobeSign) shall be deemed to constitute signed original counterparts hereof.
14.6 Amendments and Supplements. This Agreement may not be altered, changed or amended, except by an instrument in writing signed by the Parties hereto.
14.7 Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties hereto and their respective successors and permitted assigns. This Agreement is not intended to confer upon any person other than the Parties hereto any rights or remedies hereunder, except as otherwise expressly provided herein and shall not be assignable by operation of law or otherwise.
14.8 No Waiver. The terms and conditions of this Agreement may be waived only by a written instrument signed by the party waiving compliance. The failure of any party hereto to enforce at any time any of the provisions of this Agreement shall in no way be construed to be a waiver of any such provision, nor in any way to affect the validity of this Agreement or any part hereof or the right of such party thereafter to enforce each and every such provision. No waiver of any breach of or non-compliance with this Agreement shall be held to be a waiver of any other or subsequent breach or non-compliance.
14.9 Governing Law. This Agreement shall be governed by, and construed and enforced in accordance with, the substantive laws of The Commonwealth of Massachusetts, without regard to its principles of conflicts of laws.t regard to its principles of conflicts of laws.