Terms and Conditions
(a) These terms and conditions for services (these “Terms”) are the only terms that govern the provision of services by Canna Advisors (“Consultant”) to you (“Customer”).
(b) The accompanying order confirmation (the “Order Confirmation”) and these Terms (collectively, this “Agreement”) comprise the entire agreement between the parties, and supersede all prior or contemporaneous understandings, agreements, negotiations, representations and warranties, and communications, both written and oral. In the event of any conflict between these Terms and the Order Confirmation, these Terms shall govern.
(c) These Terms prevail over any of Customer’s general terms and conditions regardless whether or when Customer has submitted its request for proposal, order, or such terms. Provision of services to Customer does not constitute acceptance of any of Customer’s terms and conditions and does not serve to modify or amend these Terms.
(d) Consultant shall provide the services to Customer as described in the Order Confirmation (the “Services”) in accordance with these Terms. Services provided will be hourly or half-hour consultations via teleconference between Consultant and Customer.
2. Performance Dates. Customer shall confirm Services by choosing a time and date for the consultation (the “Performance Date”) from available times and dates provided by Consultant. Consultant shall use reasonable efforts to meet any performance dates specified in the Order Confirmation.
3. Cancellation, Refund, and Rescheduling Policy.
(a) If Customer notifies Consultant of cancellation no less than twenty-four (24) hours prior to the Performance Date, Consultant will refund Customer’s entire payment for Services.
(b) If Customer notifies Consultant of cancellation no less than six (6) hours prior to the Performance Dates, Consultant will refund fifty percent (50%) of Customer’s payment.
(c) If Customer does not appear for the meeting within ten (10) minutes after the agreed-upon start time on the Performance Date, Consultant will not refund any amount to the Customer.
(d) If Customer needs to reschedule the Performance Date, Consultant will allow one (1) free rescheduling per Customer. Should Customer need to reschedule additional times, Consultant will charge fifty ($50.00) dollars per reschedule. Customer must provide notice of need to reschedule no less than twenty-four (24) hours prior to the Performance Date for this provision to apply.
4. Intellectual Property. All intellectual property, including copyrights, patents, patent disclosures and inventions (whether patentable or not), trademarks, service marks, trade secrets, know-how and other confidential information, trade dress, trade names, logos, corporate names, website links, and domain names, together with all of the goodwill associated therewith, derivative works and all other rights (collectively, “Intellectual Property Rights”) in and to all documents, work product, and other materials that are delivered to Customer under these Terms or prepared by or on behalf of Consultant in the course of performing the Services (collectively, the “Deliverables”) is owned by Consultant, is considered confidential information (collectively, “Confidential Information”), and Customer limit disclosure of any Confidential Information to its directors, officers, employees, agents or representatives (collectively “Representatives”) who have a reasonable need to know such Confidential Information in connection with the current or contemplated business relationship between the parties to which these Terms relate, and only for that purpose. However, Customer shall not retransmit, repackage, redistribute, claim ownership of, make derivative works of, or otherwise disseminate or disclose any of the Confidential Information for purposes not disclosed to Consultant.
5. Non-Disclosure and Use of Confidential Information.
(a) Disclosure of Confidential Information. As part of the Services, Consultant may disclose Confidential Information to the Customer. The Customer will: (i) limit disclosure of any Confidential Information to its directors, officers, employees, agents or representatives (collectively “Representatives”) who have a reasonable need to know such Confidential Information in connection with the current or contemplated business relationship between the parties to which these Terms relate, and only for that purpose; (ii) advise its Representatives of the proprietary nature of the Confidential Information and of the obligations set forth in these Terms, require such Representatives to be bound by written confidentiality restrictions, and assume full liability for acts or omissions by its Representatives that are inconsistent with its obligations under these Terms; (iii) keep all Confidential Information strictly confidential by using a reasonable degree of care, but not less than the degree of care used by it in safeguarding its own confidential information; and (iv) limit third party disclosure of any Confidential Information except as necessary for the current or contemplated business relationship between the parties.
(b) Use of Confidential Information. Customer agrees to use the Confidential Information solely in connection with the current or contemplated business relationship between the parties and not for any purpose other than as authorized by these Terms. No other right or license, whether expressed or implied, in the Confidential Information is granted to the Customer.
6. Representation and Warranty.
(a) Consultant has the full right and authority to enter into an agreement under these Terms and perform its obligations.
(b) Customer has the full right and authority to enter into an agreement under these Terms and perform its obligations.
7. Disclaimer of Warranties. Except as otherwise stated in these Terms, Consultant makes no, and disclaims any other, representations and warranties, express, implied, or statutory, with respect to the results of the Services (e.g., a continuing business relationship, award of license(s)). Customer, on behalf of itself and its Affiliates, acknowledges and agrees that Consultant, in its performance of Services, is not acting, in any capacity, as an attorney, fiduciary, or legal advice provider of Client and that all Services performed by Consultant are based solely on Consultant’s experience and knowledge.
8. Waiver of Consequential Damages. Customer waives all consequential damages against Consultant (including, but not limited to: lost profits, lost revenues, loss of use, and loss of reputation) for claims, disputes, or other matters in question arising out of or relating to these Terms, whether in tort, contract, or breach of warranty. This waiver includes consequential damages arising out of or relating to any and all indemnification obligations.
9. Termination. Consultant may terminate the agreement, subject to any of the terms in section 3, with immediate effect upon oral or written notice to Customer, if Customer has not otherwise performed or complied with any of these Terms, in whole or in part.
10. Waiver, Amendment, & Modification. No waiver by Consultant of any of the provisions of these Terms is effective unless explicitly set forth in writing and signed by Consultant. No failure to exercise any rights, remedy, power, or privilege arising from these Terms operates or may be construed as a waiver thereof. No single or partial exercise of any right, remedy, power, or privilege precludes any other or further exercise of any other right, remedy, power, or privilege. Unless otherwise stated in these Terms, a party’s failure to exercise or enforce any rights under these Terms does not constitute a waiver of those rights and will not bar any future enforcement. These Terms may not be changed, modified, supplemented or amended except by express written agreement signed by Consultant and Customer.
11. Relationship of the Parties. Agreement to these Terms constitutes agreement to educational information sessions between Consultant and Customer. The Agreement does not constitute business advice of any kind, nor does less than six (6) hours of education services create in any way a consultant-client relationship. Other than those outlined in these Terms, Customer recognizes by agreeing to these Terms that there are no ongoing obligations between Consultant and Customer. Nothing contained in these Terms shall be construed as creating any agency, partnership, joint venture or other form of business, joint enterprise, employment, or fiduciary relationship between the parties, and neither party shall have authority to contract for or bind the other party in any manner whatsoever.
12. Governing Law. These Terms will be governed by and construed in accordance with the laws of the State of Colorado, without regard to its conflict of laws and choice of law principles.
13. Binding Arbitration. Any dispute arising out of or in connection with these Terms will be resolved by binding arbitration administered by JAMS under the JAMS Comprehensive Arbitration Rules and Procedures. Arbitration proceedings will be conducted in Boulder, Colorado. If the parties are unable to agree on a single arbitrator within thirty (30) days, JAMS will appoint an arbitrator. Nothing in this clause precludes any party from seeking injunctive relief to protect its rights pending arbitration, and any such request for injunctive relief will not be deemed a waiver of the obligation to arbitrate. Judgment upon the award of the arbitrator may be entered and enforced by any court or tribunal having jurisdiction.
14. Cannabis as a Federally Illegal Substance. Customer recognizes that cannabis remains illegal under federal law and that Consultant does not make any representations to the contrary. Consultant provides services to cannabis business located in states with either medical or adult-use legal cannabis programs. Customer recognizes and assumes their own risk in entering the cannabis business.
15. Severability. Should a court of law hold any provisions of these Terms to be illegal, invalid, or unenforceable, the legality, validity, and enforceability of the remaining provisions will not be affected or impaired.
16. Survival. Provisions of these Terms, which by their nature should apply beyond their terms, will remain in force after any termination or expiration of these Terms including, but not limited to, the following provisions: Non-Disclosure, Confidentiality, Governing Law, Submission to Jurisdiction/Arbitration, and Survival.