IF YOU DO NOT WISH TO BE A PARTY TO THESE DEVELOPER TERMS, DO NOT HAVE THE AUTHORITY TO BIND ANY SUCH THIRD PARTY ON BEHALF OF WHICH YOU ARE USING THE WEEDMAPS API SERVICES, OR IF YOU DO NOT AGREE TO ALL OF THE APPLICABLE TERMS THEN YOU MAY NOT USE, OR OTHERWISE ACCESS, THE WEEDMAPS API SERVICES.
You may not use the Weedmaps API Services and may not accept the Developer Terms if (i) you are not of legal age to form a binding contract with Weedmaps, or (ii) you are a person barred from using or receiving the Weedmaps API Services under any applicable federal, state, and local laws, statutes, ordinances, rules, regulations or policies of any jurisdiction throughout the world (“Applicable Law”).
Access and use of the Weedmaps API Services also requires your compliance with each of the following Weedmaps policies, terms, and guidelines, as applicable (collectively, the “Weedmaps Policies”):
(i) the Weedmaps Platform Terms; and
(ii) any Supplemental Terms (as defined below).
You may also be subject to additional terms, guidelines, or policies that apply to your use of certain Weedmaps API Services (“Supplemental Terms”). In the event of a conflict between these Developer Terms and any Supplemental Terms, (1) if such Supplemental Terms are set forth in a written agreement signed by you and Weedmaps, to the extent of the conflict such Supplemental Terms will govern your access to and use of the specific Weedmaps API Services covered thereby, and (2) if such Supplemental Terms are not set forth in a written agreement signed by you and Weedmaps, to the extent of the conflict these Developer Terms will govern your access to and use of the specific Weedmaps API Services covered by such Supplemental Terms. The Weedmaps Policies are hereby incorporated into these Developer Terms.
Weedmaps may update these Developer Terms and the Weedmaps Policies at any time, and your continued use of the Weedmaps API Services will constitute acceptance of such updates.
You agree that Weedmaps may monitor your use of the Weedmaps API Services and may immediately limit, suspend, or terminate your access to the Weedmaps API Services at any time if Weedmaps determines in its sole discretion that you or your Application (defined below) is not in compliance with these Developer Terms or is otherwise operating in a way that is detrimental or may cause harm to Weedmaps, the Weedmaps API Services, or any Weedmaps users. You hereby agree that you will not interfere with this monitoring.
Subject to these Developer Terms, Weedmaps grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to (i) use and access the Weedmaps API Services solely as necessary to design, develop, test, operate, maintain, and support the Weedmaps API Services’ functionality as integrated and implemented into your website, URL, application, or other access point authorized by Weedmaps (“Application”) in accordance with the documentation and specifications applicable to the Weedmaps API Services you use or access or as otherwise provided by Weedmaps from time to time, and (ii) distribute such functionality to users and enable such users to utilize the Weedmaps API Services in accordance with these Developer Terms.
By using the Weedmaps API Services, you do not acquire any ownership in the Weedmaps API Services (including any Weedmaps Content) that is accessed through the Weedmaps API Services. If you provide any comments, suggestions, ideas, improvements, or feedback about the Weedmaps API Services (collectively, “Feedback”), Weedmaps (and those Weedmaps allows) may use such Feedback for any purpose, without restriction or obligation to you.
You will implement and maintain technical, physical, and administrative safeguards in accordance with these Developer Terms and current industry standards to protect your username and password, all Weedmaps Data, and any user information collected by your Applications, including personal data, from unauthorized access or use.
If the Weedmaps API Services allow you to submit, or create functionality that enables others to submit, text, graphics (including logos and marks), photos, video, audio, music, or other content (“Your Content”) to the Weedmaps applications, you hereby grant Weedmaps a perpetual, irrevocable, worldwide, sublicensable, royalty-free, and non-exclusive license to use, host, store, archive, copy, modify, cache, encode, reproduce, distribute, transmit, synchronize, display, create derivative works from, and publicly perform such content. Before you submit Your Content to the Weedmaps API Services, you will ensure that you have the necessary rights (including the necessary rights from your users or other third-party licensors) to grant Weedmaps this license. Other than the foregoing license, Weedmaps does not acquire ownership in Your Content or your Application.
From time to time, Weedmaps may require you to submit your Application for review and approval by Weedmaps prior to distribution to your users. You agree to cooperate with Weedmaps in this submission process and to answer questions and provide information and materials reasonably requested by Weedmaps regarding your submitted Application (which may include the operation of your business and your obligations under these Developer Terms). If you make any changes to your Application after submission to Weedmaps, you must resubmit the Application to Weedmaps.
When using the Weedmaps API Services, you will not (or allow others to):
- Competitive Violations:
- Use the Weedmaps API Services to compete with or replicate any Weedmaps applications or Weedmaps’s products and services.
- Directly or indirectly sell, rent, lease, license, syndicate, transfer, lend, modify, reverse engineer, decompile, or otherwise alter the Weedmaps API Services.
- Disclose, copy, scrape, translate, use, distribute, display, modify, or create derivative works from any Weedmaps API Services in a manner or on an Application that is inconsistent or conflicts with these Developer Terms or Applicable Law.
- Share your keys and access tokens or otherwise provide access to the Weedmaps API Services to anyone outside of your organization, except for agents or contractors acting on your behalf who require access as part of the operation of your Application and are bound to terms no less restrictive than those set forth in these Developer Terms.
- Law and Policy Violations:
- Use the Weedmaps API Services in violation of Applicable Law, or for any unauthorized purpose.
- Use the Weedmaps API Services in a manner that violates any mobile developer or app store terms, guidelines, or policies.
- Use the Weedmaps API Services in a manner that, as determined by Weedmaps, exceeds reasonable request volume, constitutes excessive or abusive usage, or otherwise fails to comply with or is inconsistent with any documentation related to the Weedmaps API Services provided by Weedmaps to you.
- Advertising/Intellectual Property Violations:
- Imply inaccurate creation, affiliation, sponsorship, or endorsement of you or your Application by Weedmaps.
- Make any statement or use the Weedmaps API Services in any advertising or advertising product or to imply sponsorship by, endorsement from, or a false association with Weedmaps, any of Weedmaps’s users, third party content providers, or business associates.
- Indicate that the Weedmaps API Services are from another platform or medium other than from Weedmaps.
- Remove, obscure, or alter any legal, copyright, trademark, or other proprietary notice contained in the Weedmaps API Services, or falsify or delete any author attributions, legal notices, or other labels of the origin or source of material.
- Use or combine the Weedmaps API Services with software offered under an open source license in such a way that would cause the Weedmaps API Services to be subject to any obligations under such open source license.
- User Information Violations:
- Use any robot, spider, site search/retrieval application, or other device to collect information about users of the Weedmaps API Services for any unauthorized purpose.
- Collect or attempt to collect any personal data from Weedmaps users for any unauthorized or unlawful purpose.
- Proxy, request, or collect Weedmaps usernames or passwords.
- Build, help build, or supplement any segments, profiles, databases or similar records on any individual, device, content, or browser or associate the behavior of any individual, device, content, or browser with any segment, profile, or similar record, or supplement any such record based on Weedmaps Data or Weedmaps Content or other information obtained from or in connection with your use of the Weedmaps API Services.
- Other Violations:
- Transmit into any Weedmaps API Services any ‘back door,’ ‘time bomb,’ ‘Trojan Horse,’ ‘worm,’ ‘drop dead device,’ ‘virus,’ ‘spyware,’ or ‘malware;’ or any computer code or software routine, which permits unauthorized access to, disables, damages, erases, disrupts, or impairs the normal operation of, or use of any Weedmaps API Services.
- Use the Weedmaps API Services in conjunction with any hardware accessory, including an Application that facilitates access to a hardware accessory, unless otherwise agreed to in writing between you and Weedmaps.
Weedmaps may audit you and your Application for violations. If requested, you must provide Weedmaps with proof that you and your Application complies with these Developer Terms. You are responsible for (i) ensuring the confidentiality of your username, account, and password, and (ii) all acts or omissions that occur under your account.
Weedmaps reserves the right to discontinue offering the Weedmaps API Services (or any updates thereto) or to modify the Weedmaps API Services at any time, in its sole discretion, with or without notice to you. Weedmaps is not obligated to provide any maintenance, technical or other support for the Weedmaps API Services. It is solely your responsibility at all times to be prepared to conduct your business and operate the Application without access to any aspect of the Weedmaps API Services. In addition, Weedmaps may provide you with upgrades, updates, or modifications for the Weedmaps API Services (“Modifications”) in Weedmaps’s sole discretion. You understand and agree that: (i) all Modifications will form a part of the Weedmaps API Services, (ii) you must implement all Modifications required by Weedmaps into your Application as soon as commercially practicable; and (iii) you will prioritize changes to your Application according to Weedmaps’s recommendations.
THE WEEDMAPS API SERVICES ARE PROVIDED “AS IS.” TO THE EXTENT PERMITTED BY APPLICABLE LAW, WEEDMAPS DISCLAIMS ALL WARRANTIES OF ANY KIND (EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT, OR WARRANTIES ARISING OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE) WITH RESPECT TO ITS PERFORMANCE OR ANY MATERIALS OR SERVICES PROVIDED BY WEEDMAPS UNDER THESE DEVELOPER TERMS. WITHOUT LIMITING THE FOREGOING, WEEDMAPS DOES NOT MAKE ANY REPRESENTATIONS OR WARRANTIES THAT THE WEEDMAPS API SERVICES WILL BE UNINTERRUPTED, CONTINUE TO EXIST, RELIABLE, ACCURATE, MEET YOUR REQUIREMENTS, TIMELY, SECURE, OR ERROR FREE. YOU WILL BE SOLELY RESPONSIBLE FOR YOUR APPLICATION, YOUR CONTENT, AND ANY DAMAGE TO YOU, YOUR USERS, AND YOUR RESPECTIVE COMPUTER SYSTEM(S) OR DEVICES, INCLUDING LOSS OF DATA OR CONTENT, OR ANY OTHER DAMAGE OR INJURY THAT RESULTS FROM ANY ASPECT OF THE WEEDMAPS API SERVICES.
Weedmaps’ communications to you and the Weedmaps API Services may contain Weedmaps confidential information. Weedmaps confidential information includes any materials, documentation, communication, and information that are marked confidential or would reasonably be understood to be confidential to Weedmaps under these Developer Terms. If you receive any Weedmaps confidential information, then you will not disclose it to any third party without Weedmaps’s prior written consent. Weedmaps confidential information does not include any information that you already rightfully knew, that becomes public through no fault of yours, that was independently developed by you, or that was lawfully given to you by a third party who was under no obligation of confidentiality. You may disclose Weedmaps confidential information when compelled to do so by law if you provide Weedmaps reasonable prior notice, unless a court orders that Weedmaps not receive notice.
You acknowledge and agree that Weedmaps may be independently creating applications, content and other products and services that may be similar to or competitive with your Application, and nothing in these Developer Terms will be construed as restricting or preventing Weedmaps from creating and fully exploiting such applications, content, and other items, without any obligation to you.
You will indemnify, defend, and hold harmless Weedmaps, and its affiliates, directors, officers, employees, and users against all liabilities, damages, losses, costs, fees, and expenses from any claims arising out of or on account of: (i) your or your user’s actual or alleged breach of these Developer Terms; (ii) your or your user’s use of the Weedmaps API Services; (iii) your Application; or (iv) any content, data, technology or materials transmitted or used with the Weedmaps API Services by you or your users. These remedies are in addition to any other remedies available to Weedmaps at law or in equity.
In addition to and without limiting the scope of the “Limitation of Liability” section in the Weedmaps Platform Terms, you agree that Weedmaps is not responsible for the actions, services, content or data of third parties, and you hereby release Weedmaps, its directors, officers, employees and agents from any claims and damages, known or unknown, arising out of or in any way connected with any claim you have against any such third parties.
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, WEEDMAPS SHALL NOT BE LIABLE TO YOU OR ANY OTHER PERSON OR ENTITY FOR (I) ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, PUNITIVE, EXEMPLARY, MULTIPLE, OR SPECIAL DAMAGES OF ANY NATURE WHATSOEVER (INCLUDING DAMAGES FOR LOSS OF PROFIT, DATA, REVENUE, OR BUSINESS), EVEN IF WEEDMAPS WAS APPRISED OF THE LIKELIHOOD OF SUCH DAMAGES OCCURRING; (II) TORT DAMAGES UNLESS RESULTING FROM OUR INTENTIONAL MISCONDUCT OR GROSS NEGLIGENCE; OR (III) EQUITABLE REMEDIES OR INJUNCTIVE RELIEF UNLESS CONTRARY TO PUBLIC POLICY. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE MAXIMUM AGGREGATE AMOUNT OF WEEDMAPS’ LIABILITY TO YOU FOR ANY CLAIM UNDER THESE DEVELOPER TERMS WILL BE LIMITED TO US$100.00.
Either party may terminate these Developer Terms upon notice to the other party. Upon termination of these Developer Terms (whether by you or Weedmaps), you will immediately stop accessing and using all Weedmaps API Services and delete and destroy all Weedmaps API Services and Weedmaps confidential information (including Weedmaps Data and Weedmaps Content) in your possession and control (including from your servers) except to the extent you are otherwise permitted to retain such confidential information under a separate written agreement signed by you and Weedmaps. Upon Weedmaps’s request, you will certify your deletion and destruction. The following Sections will survive any expiration or termination of these Developer Terms: Sections 4, 7-14, and any other provision of these Developer Terms that contemplates a continuing obligation.
You agree that Weedmaps, may use your name, logo(s), or other identifying information or image for any legitimate business purpose without consent. You must not make any public statement regarding your access to, or use of, the Weedmaps API Services without Weedmaps’s prior review and prior written approval.
Weedmaps may give notices to you by email. You must ensure that your contact and account information is current and correct, and promptly notify Weedmaps in writing of any changes to such information. All notices to Weedmaps will be sent to: Weedmaps, 41 Discovery, Irvine, CA 92618, Attn: General Counsel; with a copy (which shall not constitute notice) to: [email protected].
THIS SECTION 13 GOVERNS HOW DISPUTES BETWEEN WEEDMAPS AND YOU ARE RESOLVED, AND REQUIRES THAT DISPUTES BE SUBMITTED TO BINDING INDIVIDUAL ARBITRATION. PLEASE REVIEW CAREFULLY AS IT LIMITS CERTAIN RIGHTS INCLUDING THE RIGHT TO MAINTAIN A COURT ACTION, THE RIGHT TO A JURY TRIAL, AND THE RIGHT TO PARTICIPATE IN CLASS OR OTHER COLLECTIVE ACTIONS.
a. PRE-ARBITRATION DISPUTE RESOLUTION AND NOTIFICATION. In the event a dispute arises out of or relates to the Weedmaps API Services, you and Weedmaps (each, individually a “Party” and collectively, the “Parties”), in good faith, agree to first attempt to resolve the dispute between yourselves through informal direct discussions prior to the initiation of arbitration. If, after a good faith effort to negotiate, one Party feels the dispute has not and cannot be resolved informally, the Party intending to pursue arbitration agrees to notify the other Party via email prior to initiating the arbitration.
b. AGREEMENT TO ARBITRATE. In the event the Parties cannot resolve a dispute through direct informal discussions, the Parties mutually agree that any dispute, claim, counterclaim, or controversy arising out of or relating to the Weedmaps API Services or these Developer Terms — including the applicability, breach, termination, validity, enforcement or interpretation thereof (collectively, “Disputes”) will be settled by binding individual arbitration (the “Arbitration Agreement”). If there is a dispute about whether this Arbitration Agreement can be enforced or applies to a Dispute, the Parties mutually agree that the arbitrator will decide this issue.
c. EXCEPTIONS TO ARBITRATION AGREEMENT. The Parties mutually agree that the following claims are exceptions to the Arbitration Agreement and will be brought in a judicial proceeding in a court of competent jurisdiction located in Los Angeles County, California or Orange County, California: (i) any claim related to actual or threatened infringement, misappropriation or violation of a Party’s copyrights, trademarks, trade secrets, patents, or other intellectual property rights; and (ii) any claim seeking emergency injunctive relief based on exigent circumstances. Filing of claims under this Section 13(c) shall not be deemed a waiver of either Party’s right under the Arbitration Agreement to have all other Disputes determined by individual arbitration in accordance with the terms of the Arbitration Agreement.
d. ARBITRATION RULES AND GOVERNING LAW. This Arbitration Agreement shall be governed by the Federal Arbitration Act. The arbitration will be administered by the American Arbitration Association (“AAA”) in accordance with the AAA Commercial Arbitration Rules and/or other AAA arbitration rules determined to be applicable by AAA (the “AAA Rules”) then in effect, except as modified here. The arbitration will be heard and determined by a single arbitrator. The arbitrator’s decision in any such arbitration will be final and binding upon the Parties and may be enforced in any court of competent jurisdiction located in Los Angeles County, California or Orange County, California. The Parties agree that the arbitration will be kept confidential and that the existence of the proceeding and any element of it (including any pleadings, briefs or other documents submitted or exchanged and any testimony or other oral submissions and awards) will not be disclosed beyond the arbitration proceedings, except as may lawfully be required in judicial proceedings relating to the arbitration or by applicable disclosure rules and regulations of securities regulatory authorities or other governmental agencies. The Parties shall pay their own costs related to the arbitration, provided that in the final award, the arbitrator may apportion the costs and fees of arbitration among the Parties in such amounts as the arbitrator deems appropriate.
e. JURY TRIAL WAIVER. Both Parties acknowledge and agree that they are waiving the right to a trial by jury as to all arbitrable disputes.
f. NO CLASS ACTIONS OR REPRESENTATIVE PROCEEDINGS. Both Parties acknowledge and agree that, to the fullest extent permitted by law, each is waiving the right to participate as a plaintiff or class member in any purported class action lawsuit, class-wide arbitration, collective action, private attorney general action, or any other representative proceeding as to all Disputes. Disputes may not be arbitrated on a class, collective or representative basis. Unless the Parties both otherwise agree in writing, the arbitrator may not consolidate or join the claims of other persons or parties, or otherwise preside over any form of class action or representative proceeding. If the “class action lawsuit” waiver or the “class-wide arbitration” waiver in this Section is held unenforceable with respect to any Dispute, then the entirety of the Arbitration Agreement will be deemed void with respect to such Dispute and the Dispute must proceed in court. If the “collective action” waiver or the “private attorney general action” waiver or the “representative proceeding” waiver in this Section 13(f) is held unenforceable with respect to any Dispute, those waivers may be severed from this Arbitration Agreement and the Parties agree that any private attorney general claims and representative claims in the Dispute will be severed and stayed, pending the resolution of any arbitrable claims in the Dispute in individual arbitration.
g. SEVERABILITY / NO WAIVER. Except as provided in Section 13(f), if any provision of the Arbitration Agreement is found to be invalid or unenforceable, then that specific provision shall be of no force and effect and shall be severed, but the remainder of the Arbitration Agreement shall continue in full force and effect.
h. SURVIVAL PAST TERMINATION. Unless superseded by a later arbitration agreement between the Parties, this Arbitration Agreement will survive the cessation of your use of the Weedmaps Products.
a. ENTIRE AGREEMENT. The Weedmaps Platform Terms, these Developer Terms, and the other applicable Supplemental Terms set forth the entire understanding and agreement of the Parties regarding your access or use of the Weedmaps API Services and supersede any other agreements. No statements or promises from Weedmaps or any other party have been relied upon with respect to your agreement to be bound by the applicable terms, except as expressly set forth therein.
b. SEVERABILITY. If any portion of these Developer Terms is found to be unenforceable, then (except as otherwise expressly provided in such term) that portion will be severed and the remaining portion will remain in full force and effect.
c. AMENDMENTS; WAIVERS. Any amendment to or waiver of these Developer Terms must be made in writing and signed by Weedmaps (provided, however, that these Developer Terms may be updated by Weedmaps as otherwise provided herein). If Weedmaps fails to enforce any of these Developer Terms, it will not be considered a waiver. Any delay or omission on the part of Weedmaps in the exercise of its strict rights hereunder will not impair those rights nor will it constitute a renunciation or waiver of those rights. All rights, remedies, undertakings, obligations and agreements contained herein shall be cumulative, and none of them shall be a limitation of any other right, remedy, undertaking, obligation or agreement of Weedmaps.
d. NO ASSIGNMENT. You are prohibited from transferring or assigning any of your rights or obligations under these Developer Terms without Weedmaps’ consent (whether by operation of law or otherwise, and whether whole or in part), and any purported transfer or assignment in violation of this restriction shall be void ab initio. If you undergo any change in ownership (whether by sale or transfer of assets or equity, by merger, or otherwise), you must notify Weedmaps within 15 days and apply for assignment of your use of the Weedmaps API Services to the new owner. All of Weedmaps’ rights and obligations under these Developer Terms are freely assignable by Weedmaps to any third party.
e. NO THIRD-PARTY BENEFICIARIES. These Developer Terms do not confer any third-party beneficiary rights.
f. COMPLIANCE WITH LAW EXCEPTION. Nothing in these Developer Terms shall prevent Weedmaps from complying with Applicable Law.
g. RESERVATION OF RIGHTS. Weedmaps reserves all right not expressly granted to you.
h. GOVERNING LAW. These Developer Terms and any matters arising out of or related to these Developer Terms or the Weedmaps API Services will be governed by California law, without regard to its conflicts of law principles.
i. NO AGENCY. Neither your consent to these Developer Terms nor your use of the Weedmaps API Services will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between Weedmaps and you.
j. INTERPRETATIVE PROVISIONS. Unless the express context otherwise requires: (a) the words “hereof,” herein,” and “hereunder” and words of similar import, when used in these Developer Terms, shall refer to these Developer Terms as a whole and not to any particular provision of these Developer Terms; (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 these Developer Terms, it shall be deemed to be followed by the words “without limitation”; and (e) references herein to any gender shall include each other gender.
k. SUCCESSORS. These Developer Terms shall be binding upon and inure to the benefit of the permitted successors and assigns of the Parties.
Updated almost 2 years ago