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IMPORTANT — READ THESE TERMS AND CONDITIONS CAREFULLY BEFORE ACCEPTING THIS AGREEMENT AND INPUTTING YOUR DISPENSARY’S INFORMATION. BY CLICKING AND ACCEPTING THIS AGREEMENT AND PROVIDING YOUR DISPENSARY’S INFORMATION, YOU ACKNOWLEDGE AND AGREE THAT YOU HAVE READ THIS AGREEMENT, THAT YOU UNDERSTAND IT AND THAT YOU AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS. IF YOU DO NOT AGREE, PROMPTLY EXIT THIS PAGE WITHOUT CLICKING OR ACCESSING THIS SERVICE AND DO NOT PROVIDE ANY INFORMATION ABOUT YOUR DISPENSARY.

MassRoots Listing Agreement

This Listing Agreement (this “Agreement”) is between the dispensary that accepts this Agreement and inputs its information and creates an account on the page following this Agreement (sometimes referred to as “you” or “Dispensary”) and MassRoots Inc. (“MassRoots”).

Article 1.Listing Services.

  • 1.1 Effective Date. The effective date (“Effective Date”) of this Agreement is the date Dispensary accepts this Agreement by clicking “I Accept” on the bottom of this Agreement.
  • 1.2 Listing Services. Subject to the terms and conditions of this Agreement, MassRoots shall provide listing services (the “Listing Services”) that enable Dispensary to include its name, hours of operation, location, designation as a medical or recreational facility, contact information and any additional information which MassRoots may allow Dispensary to provide from time to time via Dispensary’s dashboard (collectively, “Dispensary Information”) on or within the MassRoots’ website, platform and/or application (collectively, “MassRoots Platform”). Dispensary acknowledges and agrees that certain Dispensary Information may be shared with third party platforms (e.g. Google Maps) to enable the Listing Services.
  • 1.3 Modification and Cancellation of Listing Services. Subject to Article 5, MassRoots may at any time (a) discontinue, modify or cancel the Listing Services upon notice to Dispensary or (b) suspend (without penalty to MassRoots or refunding any Fees (as defined below) the Listing Services if MassRoots reasonably believes that Dispensary is in violation of this Agreement or any applicable Laws. Other than to update Dispensary Information as provided by Dispensary on its account dashboard, MassRoots is not obligated to provide updates, enhancements or maintenance, technical or other support for the Listing Services.
  • 1.4 Transfer Restrictions. Dispensary may not assign or otherwise transfer the Listing Services, this Agreement or any of Dispensary’s rights or obligations under this Agreement without MassRoots’ prior written consent. Any transfer or attempted transfer contrary to this Section 1.4 is void. There is no restriction on MassRoots’ ability to transfer any or all this Agreement or its interests or rights in or under this Agreement.

Article 2. Authority and Binding Effect.

  • 2.1. AUTHORITY; AUTHORIZATION. BY ENTERING INTO THIS AGREEMENT ON BEHALF OF DISPENSARY, YOU (AS THE INDIVIDUAL ENTERING INTO AND AGREEING TO THIS AGREEMENT) HEREBY REPRESENT AND WARRANT THAT (A) YOU HAVE THE FULL RIGHT, POWER AND AUTHORITY TO ENTER INTO THIS AGREEMENT ON BEHALF OF DISPENSARY AND TO CREATE A LEGAL, VALID AND BINDING OBLIGATION ON DISPENSARY ENFORCEABLE AGAINST DISPENSARY IN ACCORDANCE WITH THE TERMS AND CONDITIONS HEREOF; (B) ALL CORPORATE, ORGANIZATIONAL AND OTHER PROCEEDINGS REQUIRED TO BE TAKEN BY DISPENSARY TO AUTHORIZE YOUR AGREEMENT TO, AND PERFORMANCE UNDER, THIS AGREEMENT HAVE BEEN TAKEN AND ALL NECESSARY AUTHORIZATIONS, PERMITS, LICENSES CONSENTS AND APPROVALS REQUIRED HAVE BEEN OBTAINED; (C) YOU HAVE THE FULL RIGHT, POWER AND AUTHORITY TO PROVIDE THE DISPENSARY INFORMATION, ALL SUCH INFORMATION IS COMPLETE AND ACCURATE AND ANY INACCURACIES SHALL BE IMMEDIATELY REMEDIED AND (D) YOUR ENTERING INTO THIS AGREEMENT ON BEHALF OF DISPENSARY DOES NOT AND SHALL NOT VIOLATE ANY APPLICABLE LAW, RULE OR REGULATION OR REQUIRE ANY ADDITIONAL CONSENT OR OTHER ACTION BY ANY OTHER PERSON OR ENTITY. YOU FURTHER ACKNOWLEDGE AND AGREE THAT THIS AGREEMENT SHALL BE, JOINTLY AND SEVERALLY, BINDING UPON AND ENFORCEABLE AGAINST YOU AND DISPENSARY FOR ALL PURPOSES HEREUNDER.
  • 2.2. ELECTRONIC SIGNATURE AND CONTRACTS. MASSROOTS PROVIDES CERTAIN DISPENSARIES WITH THE ABILITY TO ENTER INTO AGREEMENTS AND TO PURCHASE LISTING SERVICES ELECTRONICALLY. BOTH YOU (AS THE INDIVIDUAL ENTERING INTO AND AGREEING TO THIS AGREEMENT ON BEHALF OF DISPENSARY) AND DISPENSARY HEREBY ACKNOWLEDGE AND AGREE THAT ELECTRONIC SUBMISSIONS CONSTITUTE BOTH DISPENSARY’S AND YOUR AGREEMENT AND INTENT TO BE BOUND BY SUCH AGREEMENTS AND TO PROMPTLY PAY FOR ALL FEES AND OTHER APPLICABLE AMOUNTS PAYABLE. SUCH AGREEMENT AND INTENT TO BE BOUND BY ELECTRONIC SUBMISSIONS APPLIES TO ALL RECORDS RELATING TO (A) ALL TRANSACTIONS ENTERED INTO BY YOU OR DISPENSARY IN CONNECTION WITH MASSROOTS, INCLUDING IN CONNECTION WITH THIS AGREEMENT, AND (B) OTHER COMMUNICATIONS MASSROOTS PROVIDES TO YOU ELECTRONICALLY (WHETHER BY POSTING ON THE MASSROOTS PLATFORM OR OTHERWISE), INCLUDING (TO THE FULL EXTENT ALLOWED BY LAW) NOTICES, DISCLOSURES, POLICIES, CONTRACTS, AMENDMENTS, PRICES CHANGES AND OTHERWISE, AND BOTH YOU AND DISPENSARY AGREE THAT SUCH ELECTRONIC RECORDS AND COMMUNICATIONS SATISFY ANY LEGAL REQUIREMENT THAT SAME BE IN WRITING. ACCORDINGLY, YOU AND DISPENSARY SHOULD MAINTAIN COPIES OF ELECTRONIC COMMUNICATIONS BY PRINTING A PAPER COPY OR SAVING AN ELECTRONIC COPY.

Article 3. License Grant; Reservation of Rights.

  • 3.1. License Grant. Subject to the terms and conditions of this Agreement, Dispensary hereby grants to MassRoots, and MassRoots hereby accepts, a non-exclusive, non-transferable, non-assignable, non-sublicensable right and license, solely during the Term, to use, post, provide and make available any and all information related to and provided by Dispensary pursuant to this Agreement, including, but not limited to the Dispensary Information and Dispensary’s service marks, trademarks, and any other general business information on, through or in connection with the MassRoots Platform.
  • 3.2 Reservation of Rights. Except for the limited rights and licenses granted to a party pursuant to this Agreement and subject to the applicable obligations and restrictions set forth herein, nothing shall be construed to restrict, impair, encumber, alter, deprive or adversely affect any rights or interests of such party, including such party’s rights or interests in intellectual property, brands, information, content, processes, methodologies, products, goods, services, materials or rights, tangible or intangible.

Article 4. Fees.

  • 4.1 Fees. In consideration of the rights and Listing Services provided by MassRoots pursuant to this Agreement, Dispensary shall pay a fee of four hundred and twenty dollars ($420) per month, or five thousand and forty dollars ($5040) per year, per location (the “Fees”) that MassRoots lists on the MassRoots Platform.
  • 4.2 Automatic Billing. Dispensary acknowledges and agrees that MassRoots may automatically charge Dispensary on the first business day of each month the applicable Fees for the continued right to use the Listing Services and Dispensary hereby agrees to pay such Fees, which may be billed via the payment card associated with Dispensary’s user account. The Fees charged will be the same as the immediately preceding month, unless otherwise notified by MassRoots in advance (including as may be posted on www.massroots.com). If Dispensary wishes to modify its payment method, Dispensary must log into its user dashboard and modify its billing preferences accordingly.
  • FOR THE AVOIDANCE OF DOUBT, MASSROOTS MAY CONTINUE TO BILL DISPENSARY’S PAYMENT CARD THE APPLICABLE FEES EACH AND EVERY MONTH AFTER THE INITIAL TERM OF THIS AGREEMENT UNTIL DISPENSARY DIRECTS MASSROOTS TO STOP; PROVIDED, HOWEVER, THAT MASSROOTS SHALL HAVE NO OBLIGATION TO AUTOMATICALLY BILL DISPENSARY FOR THE APPLICABLE FEES VIA RECURRING OR AUTOMATIC BILLING, AND DISPENSARY SHALL BE REQUIRED TO PAY ALL AMOUNTS DUE BY THE REQUIRED DATES. IN THE EVENT THAT (X) MASSROOTS ELECTS TO AUTOMATICALLY BILL DISPENSARY AND MASSROOTS IS UNABLE TO SUCCESSFULLY CHARGE THE APPLICABLE PAYMENT CARD AS PART OF DISPENSARY’S USER ACCOUNT OR (Y) MASSROOTS ELECTS NOT TO AUTOMATICALLY BILL DISPENSARY AND DISPENSARY DOES NOT REMIT THE REQUIRED FEES BY THE FEE PAYMENT DATE, MASSROOTS RESERVES THE RIGHT TO IMMEDIATELY TERMINATE THIS AGREEMENT, WITHOUT NOTICE OR OTHER OBLIGATION OR LIABILITY TO DISPENSARY OR ANY THIRD PARTY.
  • 4.3 No Refunds or Credits. Except as provided in Section 5.3, all Fees are final and nonrefundable and MassRoots shall in no event provide any refunds, reimbursements or credits of any kind for any reason, including in connection any early termination of this Agreement, partial or incomplete delivery of the Listing Services or any other product or service, in whole or in part.

Article 5. Term; Termination.

  • 5.1 Term. This Agreement shall commence on the Effective Date and shall continue thereafter for a period of one (1) year, unless earlier terminated in accordance with the terms and conditions set forth herein (the “Initial Term”). Thereafter, this Agreement shall automatically renew for additional, successive one (1) month periods, unless either party provides the other with written notice of termination at least thirty (30) days prior to the expiration of the Initial Term (or any Renewal Term, as applicable). The Initial Term and each Renewal Term shall be collectively referred to herein as the “Term.”
  • 5.2 Termination by MassRoots. MassRoots may terminate this Agreement immediately upon notice to Dispensary (a) for any reason or no reason; (b) if Dispensary breaches any provision, term or condition of this Agreement, reserving cumulatively all other remedies and rights pursuant to this Agreement and in law and in equity.
  • 5.3 Effect of Termination. Upon termination or expiration of this Agreement for any reason, (a) MassRoots shall not be required to render or to provide any further Listing Services pursuant to this Agreement; (b) MassRoots shall not be entitled to any further amounts under Section 4.1; (c) all rights and licenses granted hereunder shall terminate and revert back to their respective owners; and (d) the parties shall immediately return or destroy all Confidential Information (as defined below) of the other party. In the event that MassRoots exercises its termination right pursuant to Section 5.2(a), MassRoots shall refund Dispensary for the pro-rata amount of the Fees for the Listing Services not yet fulfilled.
  • 5.4 Survival. Notwithstanding anything to the contrary hereunder, any provision of this Agreement which, either by its terms or to give effect to its meaning, must survive, including, Sections 5.3 and 5.4 and Articles 2, 3, 6 and 7, shall survive the expiration or termination of this Agreement.

Article 6. Indemnification; Disclaimer; Limitation of Liability.

  • 6.1 Dispensary Indemnification. Dispensary agrees to indemnify, defend and hold MassRoots, its affiliates and each of their respective officers, directors, employees, representatives and agents harmless from and against any and all liabilities, claims, losses, damages, costs and expenses (including reasonable attorneys’ fees) arising out of or in connection with (a) any actual or alleged breach of Dispensary’s representations, warranties and obligations contained in this Agreement and (b) the negligence, gross negligence or willful misconduct of Dispensary.
  • 6.2 Disclaimer. EXCEPT FOR THE EXPRESS REPRESENTATIONS AND WARRANTIES SET FORTH IN THIS AGREEMENT, ALL INFORMATION, PRODUCTS AND SERVICES PROVIDED BY MASSROOTS TO DISPENSARY UNDER THIS AGREEMENT, INCLUDING THE LISTING SERVICES, ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT REPRESENTATION OR WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. MASSROOTS MAKES NO GUARANTEES OR ASSURANCES OF RESULTS BY PURCHASING THE LISTING SERVICES.
  • 6.3. Limitation of Liability. EXCEPT FOR (a) DISPENSARY’S INDEMNIFICATION OBLIGATION SET FORTH IN SECTION 6.1, (b) ANY DAMAGES INCURRED BY A PARTY AS A RESULT OF THE OTHER PARTY’S BREACH OF ITS OBLIGATIONS SET FORTH IN SECTION 7.1 AND/OR (c) CLAIMS ARISING OUT OF A PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES IN ANY MANNER IN CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT, REGARDLESS OF THE FORM OF ACTION OR THE BASIS OF THE CLAIM OR WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Article 7. Miscellaneous.

  • 7.1. Confidentiality. Each party agrees to regard and preserve as confidential any and all proprietary or confidential information of the disclosing party (including, but not limited to all business and financial information, data, strategy, trade secrets, know-how, operations, client and supplier identities and other non-public information) provided by disclosing party to receiving party or obtained by receiving party pursuant to this Agreement (collectively, the “Confidential Information”). The parties agree that information shall not be considered Confidential Information to the extent, but only to the extent, that such information (a) is publicly known at the time of the disclosure, (b) becomes publicly known other than by breach of the terms hereof, (c) becomes known to receiving party, without restriction, from a source free of any obligation of confidentiality and without breach hereof or (d) is independently developed by receiving party without use of or reference to Confidential Information of the other party. The parties agree to hold the Confidential Information in trust and confidence and shall not to disclose or otherwise make available such Confidential Information to any third party (excluding such party’s outside counsel, auditors and consultants on a need-to-know basis). Notwithstanding the foregoing, a party may disclose the Confidential Information of disclosing party pursuant to applicable law or regulation or compulsion of proper judicial or other legal process; provided, however, that such party provides prompt notice of the same prior to such required disclosure such that disclosing party may seek a protective order or other appropriate remedy to safeguard, restrict and/or limit the disclosure of such Confidential Information.
  • 7.2. Notices. All notices and other communications required or permitted pursuant to this Agreement shall be in writing and transmitted via email to the applicable party at the email addresses set forth below or associated with the Dispensary’s user account, unless, by notice, a party changes or supplements the addressee and email addresses for giving notice. All notices shall be deemed given on the date when transmitted via email. Notices to MassRoots should be sent to: sales@massroots.com.
  • 7.3. Relationship; No Third Party Beneficiaries. Each party is an independent contractor and each party’s personnel are not employees or agents of the other party for federal, state or other tax purposes or any other purposes whatsoever. Personnel of one party have no authority to make representations, commitments, bind or enter into contracts on behalf of or otherwise obligate the other party in any manner whatsoever. Nothing in this Agreement shall be construed or deemed to constitute, create, give effect to or otherwise recognize a joint venture, partnership, business entity of any kind, nor constitute one party an agent of the other party. There are no third party beneficiaries, actual or intended, pursuant to this Agreement.
  • 7.4. Amendment; Waiver; Severability. Except as otherwise expressly provided for herein, this Agreement may not be amended, modified or terminated except by a written instrument signed by both parties. No failure or delay by either party to exercise any right or enforce any obligation shall impair or be construed as a waiver or on-going waiver of that or any or other right or power, unless made in writing and signed by both parties. All remedies, rights, undertakings, and obligations contained in this Agreement shall be cumulative and none of them shall be in limitation of any other remedy, right, undertaking, or obligation of either party. If any term, covenant or condition of this Agreement is held invalid, illegal or unenforceable in any respect, such provision shall be replaced by an enforceable provision that most closely meets the commercial intent of the parties, and such holding shall not affect any other provision of this Agreement, which shall be and remain effective as though such invalid, illegal or unenforceable provision had not been contained herein.
  • 7.5. ArbitrationArbitration. Any dispute arising out of or related to this Agreement shall be subject to final binding arbitration between the parties as provided herein. The arbitration shall be conducted pursuant to the JAMS Comprehensive Arbitration Rules and Procedures in effect at the time the request for arbitration is made (the “Arbitration Rules”), and in accordance with the Expedited Procedures in those Arbitration Rules, including Rules 16.1 and 16.2 of those Arbitration Rules, except as modified herein. The arbitration shall take place in Denver, Colorado before a single neutral arbitrator (the “Arbitrator”) selected in accordance with the Arbitration Rules. Each party shall pay its own costs and expenses for the arbitration, with the cost of the Arbitrator to be divided equally between the parties. Any award or decision in arbitration shall be final and binding upon the parties and shall be enforceable by judgment of any court of competent jurisdiction. The parties further agree to the exclusive jurisdiction of the federal or state courts in Denver, Colorado, as the case may be, for purposes of any pre-arbitral injunctive relief, including any application for a preliminary injunction or order compelling arbitration, and waive any objection to laying venue in any such action or proceeding in such courts, or that such courts are an inconvenient forum or do not have jurisdiction over such party. Neither the parties nor the arbitrators may publicly disclose the existence, content or results of any arbitration hereunder without the prior written consent of both parties.
  • 7.6. Governing Law. This Agreement and all disputes, claims, actions, suits or other proceedings arising hereunder shall be governed by, and construed in accordance with, the substantive law of the State of Colorado applicable to contracts wholly made and to be performed within the State of Colorado. Each party irrevocably submits to the sole and exclusive jurisdiction of the courts of Colorado State, situated in the city of Denver. Each party irrevocably consents to the exercise of personal jurisdiction over each of the parties by such courts and waives any right to plead, claim or allege that Colorado is an inconvenient forum.
  • 7.7. Entire Agreement. This Agreement constitutes the entire agreement between the parties and supersedes any prior or inconsistent agreements, negotiations, representations and promises, written or oral with respect to the subject matter hereof. Neither party has made any representations or promises to the other in connection with this Agreement or its subject matter that are not expressly set forth in this Agreement.

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