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SampleDirect Terms of Service

  1. General Terms

    1. Clearleaf Inc. ("Clearleaf" / "we" / "us") provides the SampleDirect services (the “Services”). These Terms of Use apply to all Producers (as defined below) who complete and sign a SampleDirect order form (an “Order”) for Services.

    2. Please read these Terms of Use carefully. By signing an Order, you indicate your acceptance of these Terms of Use.

    3. These Terms of Use may be amended or updated by us from time to time with prior notice to you. Your continued use of the Services after any amendments or updates of these Terms of Use shall signify your assent to and acceptance of such revised terms.

    4. The Services are provided by ClearLeaf to licensed cannabis producers (“Producers”) as part of its suite of online services provided via our online interface (the “Platform”). Producers can utilize the Platform to launch campaigns (each, a “Campaign”) to permit licensed cannabis retailers ("Retailers”) to view and request samples of its products and to view and request information regarding upcoming product launches.

    5. From time to time, Producers may launch a Campaign by entering into an Order for Services. A Producer with an active Campaign will be referred to as a “Client”.

  2. Sampling Campaigns

    1. Where the Services set out in an Order include a product sampling Campaign (a “Sampling Campaign”), qualified Retailers utilizing the Platform will be able to view and request samples of cannabis products distributed and sold by Client (the “Samples”). If applicable, the number of Samples available for distribution in each Sampling Campaign shall be specified on the Order. Upon both parties signing the Order, Clearleaf shall add the Samples to the Platform as being available for request by Retailers in the particular provinces and territories selected by Client for the Sampling Campaign.

    2. Upon submission of a request for Samples by a Retailer (a “Request”), Clearleaf shall provide the Request details to Client. Client may, in its sole discretion, elect whether to accept and fulfill the Request. The Services provided by Clearleaf hereunder do not include Request fulfillment. Delivery of the Samples to Retailers, and all costs associated therewith, remains the sole responsibility of Client at all times.

    3. If the Client has specified a maximum number of available Samples, then upon acceptance of a Request, the available number of Samples will automatically be updated within the Platform. The Samples will continue to show to applicable Retailers as being available until the number of available Samples is reduced to zero. Client shall, however, advise Clearleaf immediately in the event that number of actual available Samples is at any time less than the available number reflected within the Platform.

    4. In order to permit Client to properly assess the success of a Sampling Campaign, Clearleaf shall provide to Client, on the terms set out herein, certain monthly inventory data (as determined by Clearleaf) from Retailers who requested Samples, including units in inventory and retail price for the particular product SKUs related to the Samples (collectively, the “Data”).

    5. Client shall utilize the Platform to fulfill all requests for Samples which are received via the Platform. 

  3. Upcoming Drops Campaigns

    1. Where the Services set out in an Order include a Campaign regarding the upcoming launch of a new cannabis product (a “Product”) by Client (an “Upcoming Drops Campaign”), Clearleaf shall feature information provided by Client regarding the Product in the Upcoming Drops section of the Platform for viewing by Retailers.

    2. Retailers shall be able to indicate interest in a Product, in which case Clearleaf shall provide the Retailer’s name, contact person, phone number and email address to Client via the Platform.

  4. Client Responsibilities

    1. Client will provide ClearLeaf with:

      1. a contact person to work with ClearLeaf on each Campaign;

      2. company logos and Product images in high quality image format;

      3. Product information; and

      4. any other materials or assistance reasonably requested by ClearLeaf.

  5. Client Representations and Warranties

    1. Client hereby covenants, represents and warrants to ClearLeaf that:

      1. Client shall, at all times throughout a Sampling Campaign, possess all necessary licences and registrations required to permit it to produce and distribute the Samples;

      2. the Samples shall comply with all applicable laws, including but not limited to the Samples being compliantly packaged and labelled for consumer sale, bearing an excise stamp (where applicable), with all applicable excise duty being remitted in a timely manner;

      3. the distribution of the Samples and fulfillment of Requests shall comply with all applicable laws, including but not limited to any provincial cannabis distributor or regulator policies on the intra-industry (B2B) distribution of cannabis samples;

      4. Client shall fulfill all accepted Requests in a timely and proper manner and shall advise Clearleaf of such acceptance and fulfillment in order to permit Clearleaf to properly account for the remaining Samples; and

      5. all Product information provided by Client to ClearLeaf shall be accurate and shall comply with all promotional restrictions and other requirements imposed by applicable law.

  6. Clearleaf Responsibilities

    1. In providing the Services to Client, ClearLeaf shall:

      1. use reasonable efforts to maintain the ability for Retailers to place Requests and view Products on the Platform;

      2. update the Platform as required to reflect the availability of Samples and currently available information regarding Products;

      3. throughout a Sampling Campaign, and for a period of thereafter to be determined by ClearLeaf, provide Client with the Data on a monthly basis.

    2. Despite anything else contained herein, ClearLeaf reserves the right in its sole discretion to remove the ability to request Samples or to view Products from the Platform at any time where ClearLeaf has reasonable grounds to believe that the Products, the Samples or the distribution of the Samples by Client would be non-compliant with any applicable laws or where Client is in breach of any of its obligations hereunder.

    3. Unless otherwise expressly agreed to by the parties, ClearLeaf shall not be responsible for the Products, any Product promotion by Client, or the Samples (beyond making them available for request on the Platform).

  7. Ownership

    1. The parties acknowledge that at all times ClearLeaf is the owner of the Platform, including without limitation any content on the Platform and the Platform domain name. ClearLeaf, its licensors or suppliers, as the case may be, shall at all times be and remain the sole and exclusive owners of any work in process and any deliverables created by, or to be provided by, ClearLeaf, including without limitation graphics, files, code, data, video, photographs, music or other materials for the purposes of performing the Services under this Agreement.

    2. Client, its licensors or suppliers, as the case may be, shall at all times be and remain the sole and exclusive owners of the Client’s domain name and all Marks (as defined below), graphics, files, code, data or other materials provided by Client to ClearLeaf under this Agreement (collectively, the “Client Materials”).

  8. Licence Grant

    1. Client hereby licenses to ClearLeaf the non-exclusive, world-wide, royalty-free licence and right to set up, reproduce, use, modify and publicly display the Client Materials, solely for the purposes of performing the Services under this Agreement and promoting the Client’s Samples and Products.

    2. Client hereby grants to ClearLeaf, the non-exclusive, world-wide, royalty-free licence and right to reproduce, use and publicly display the Client’s logos, trademarks, trade names and other similar identifying material (collectively, the “Marks”) solely for the purposes of performing the Services under this Agreement and promoting the Client’s Samples and Products.

  9. Fees

    1. In consideration of ClearLeaf’s performance of the Services, Client shall pay to ClearLeaf the fee ("Fee”) as set out in each Order.

    2. With respect to Sampling Campaigns, the Fee shall be payable for each Request made by a Retailer, regardless of whether Client chooses to accept and fulfill such Request.

    3. Fees shall be due immediately upon placement of the subject Order and shall be satisfied by ClearLeaf by application against the Fees paid in advance by Client in accordance with the Order terms. In the event that the Fees paid in advance are insufficient to satisfy the Fees owing in respect of a Campaign, ClearLeaf shall invoice Client for any deficiency upon completion of the Campaign and such amount shall be due and payable by Client immediately upon receipt.

    4. The Fees are exclusive of any and all applicable taxes and duties, including without limitation, PST, GST, HST and withholding taxes, with the exception of ClearLeaf’s income taxes. ClearLeaf will have no obligation to perform any Services when any amount required to be paid by Client remains due and unpaid beyond the date such amount is due.

    5. Client will pay the Fees as set forth above, without deduction, set-off, defence or counterclaim for any reason.

    6. All outstanding fees are subject to interest equal to the lesser of one and one half percent (1.5%) (eighteen percent (18%) per annum) or the highest interest rate permitted by applicable law.

    7. ClearLeaf reserves the right to adjust the Fees from time to time upon no less than thirty (30) days prior written notice to Client.

    8. The cost of additional services not specifically covered by this Agreement shall be determined and agreed to in writing by the parties before any work is undertaken by ClearLeaf.

    9. Despite anything else contained herein, upon the mutual written agreement of the parties, ClearLeaf may provide the Services to Client for a limited period of time on a trial basis during which no Fee shall be payable by Client but all other terms and conditions of this Agreement shall apply. Upon the expiration of the trial period, the provisions of this Agreement pertaining to Fees shall apply.

  10. Confidential Information

    1. Client and ClearLeaf shall each hold the Confidential Information (as defined below) of the other in trust and confidence and avoid the disclosure or release thereof to any other person or entity by using the same degree of care as it uses to avoid unauthorized use, disclosure, or dissemination of its own Confidential Information of a similar nature, but not less than reasonable care, and shall not use the Confidential Information of the other party for any purpose whatsoever except as expressly contemplated under this Agreement or as is necessary to perform the Services.

    2. Each party shall disclose the Confidential Information of the other only to those of its employees or subcontractors having a need to know such Confidential Information for the performance of the Services and shall take all reasonable precautions to ensure that its employees or subcontractors comply with these provisions.

    3. The term “Confidential Information” shall mean any and all information or proprietary materials (in every form and media) not generally known in the relevant trade or industry and which has been or is disclosed or made available by either party (the “Disclosing Party”) to the other (the ”Receiving Party”) in connection with the efforts contemplated in this Agreement, including without limitation: all statistics of either party’s web site user traffic; sales revenues; existing or contemplated products, services, designs, technology, processes, technical data, engineering, techniques, methodologies and concepts and any information related thereto; and information relating to business plans, sales or marketing methods and customers or customer requirements.

    4. The obligations of either party hereunder will not apply to information that the Receiving Party can demonstrate: was in its possession at the time of disclosure and without restriction as to confidentiality; at the time of disclosure is generally available to the public or after disclosure becomes generally available to the public through no breach of agreement or other wrongful act by the Receiving Party; has been received from a third-party without restriction on disclosure and without breach of agreement by the Receiving Party; is independently developed by the Receiving Party without regard to the Confidential Information of the other party; or is required to be disclosed by law or order of a court of competent jurisdiction or regulatory authority, provided that the Receiving Party shall furnish prompt written notice of such required disclosure and reasonably co-operate with the Disclosing Party, at the Disclosing Party’s expense, in any effort made by the Disclosing Party to seek a protective order or other appropriate protection of its Confidential Information.

  11. Warranties

    1. Each party represents and warrants that their respective web sites, web pages, advertisements, links, frames, content or other material to which either of them may be associated, do not and will not:

      1. violate or infringe the rights of any third parties in any jurisdiction, including without limitation, patent, copyright, trade-mark, trade secret, privacy, publicity, confidentiality or other proprietary rights;

      2. violate the laws, statutes or regulations of any jurisdiction (including applicable cannabis regulations);

      3. include any material which is illegal, harmful, pornographic, abusive, hateful, obscene, threatening, racist, discriminatory or defamatory or which encourages illegal activities; and

      4. contain links to sites displaying the type of material defined in paragraph (iii) above.

    2. ClearLeaf represents and warrants that its performance of the Services will be done in a competent manner by qualified personnel; and that ClearLeaf is the owner of the Platform.

    3. Client represents and warrants that it is the owner of the Client Materials and has the right to grant the licence to ClearLeaf set out in herein.

  12. Indemnification

    1. ClearLeaf and Client (in such case, the “Indemnifying Party”) each agree to indemnify and hold harmless the other (in such case, the “Indemnified Party”) from and against any costs and damages awarded against the Indemnified Party by a court pursuant to a final judgment as a result of, and defend the Indemnified Party against, any claim of infringement of any copyright, Canadian patent, Canadian trade-mark or misappropriation of any trade secret related to: in the case of indemnification by ClearLeaf, the Platform or Services; or in the case of indemnification by Client, ClearLeaf’s possession, use or modification of the Client Materials or other property provided by Client, including without limitation any information, software, documentation or data.

    2. The Indemnifying Party shall have no obligation or other liability for any infringement or misappropriation claim resulting or alleged to result from:

      1. use of materials provided by the Indemnifying Party, other than for the performance of the Services and as specified in this Agreement’

      2. modification of the materials provided by the Indemnifying Party by any person or entity, other than the Indemnifying Party or pursuant to the Indemnifying Party’s instructions; or

      3. the Indemnified Party continuing the allegedly infringing activity after being notified thereof or after being informed or provided with modifications that would have avoided the alleged infringement.

    3. In the event of an infringement or misappropriation claim as described above, arises, or if the Indemnifying Party reasonably believes that a claim is likely to be made, the Indemnifying Party may, at its option and in lieu of indemnification:

      1. modify the applicable materials provided by the Indemnifying Party so that it becomes non-infringing;

      2. replace the applicable materials provided by the Indemnifying Party with material that is non-infringing;

      3. obtain for the Indemnified Party the right to use the applicable materials, if such rights can be obtained on terms satisfactory to the Indemnifying Party; or

      4. request that the Indemnified Party cease using, remove, return or destroy the infringing or violative materials provided by the Indemnifying Party and terminate this Agreement.

    4. This sets forth the exclusive remedy and entire liability and obligation of each party with respect to intellectual property infringement or misappropriation claims, including without limitation trade-mark or copyright infringement claims and trade secret misappropriation.

  13. Disclaimer


  14. Limitation of Liability and Release

    1. Except for the indemnities and breach of any confidentiality obligations herein, in no event shall either party be liable to the other party or any other person or entity for any special, exemplary, indirect, incidental, consequential or punitive damages of any kind or nature whatsoever (including, without limitation, lost revenues, profits, savings or business or contribution or indemnity in respect of any claim against the party) or loss of records or data, whether in an action based on contract, warranty, strict liability, tort (including, without limitation, negligence) or otherwise, even if such party has been informed in advance of the possibility of such damages or such damages could have been reasonably foreseen by such party.

    2. Except for the indemnities and breach of any confidentiality obligations herein, in no event shall either party’s liability to the other party or any other person or entity arising out of or in connection with this Agreement or the Services exceed, in the aggregate, the total Fees paid by Client to ClearLeaf for the particular Services in the preceding year with respect to which such liability relates, whether such liability is based on an action in contract, warranty, strict liability or tort (including, without limitation, negligence) or otherwise. ClearLeaf will not be liable for any damages claimed by Client based upon any third-party claim, except for claims by ClearLeaf’s subcontractors against Client relating to work performed at ClearLeaf’ request under this Agreement.

  15. Term and Termination

    1. These Terms of Use shall remain in force and effect throughout the duration of all Campaigns (the “Term”).

    2. In addition to other rights or remedies, an Order may be terminated by either party (the “Non-Breaching Party”) in whole or in part upon written notice to the other party if any of the following events occur by or with respect to such other party (the “Breaching Party”):

      1. the Breaching Party commits a material breach of any of its obligations hereunder, if curable, and fails to cure such breach within ten (10) days after receipt of notice of such breach or, if non-curable, immediately upon notice, or

      2. any insolvency of the Breaching Party, any filing of a petition in bankruptcy by or against the Breaching Party, any appointment of a receiver for the Breaching Party, or any assignment for the benefit of the Breaching Party’s creditors.

    3. Either party may terminate an Order at any time by giving at least thirty (30) days prior written notice to the other party.

    4. Upon termination of this Agreement for any reason, Clearleaf shall immediately provide a final invoice to Client for any amounts owing pursuant to the Order and all outstanding invoices shall be due and payable by Client in accordance with their terms and in any event within no more than thirty (30) days of termination.

  16. Survival

    1. In the event of termination or upon expiration of this Agreement, provisions of these Terms of Use which by their nature are intended to survive termination will survive and continue in full force and effect.

  17. Force Majeure

    1. Each party will be excused from delays in performing, or from its failure to perform under this Agreement to the extent and for the period that such delays or failures result from causes beyond the party’s reasonable control (except payment obligations), including without limitation, acts of God, riot, war, terrorism, embargoes, acts of governmental authorities, fire, earthquake, flood, accident, strikes, failure by Internet service provider or telecommunications provider. Without limiting the generality of the foregoing, Client acknowledges that Client’s failure or delay in furnishing necessary information, or delays or failure by Client in completing tasks required of Client or in otherwise performing Client’s obligations in this Agreement, will be considered an excusable delay or excusable failure to perform by ClearLeaf and may impede or delay completion of the Services.

  18. Independent Contractors

    1. The parties are separate and independent legal entities. Nothing contained in this Agreement shall be deemed to constitute either ClearLeaf or Client as agent, principal, partner or employee of the other for any purpose. Neither party has the authority to bind the other or to incur any liability on behalf of the other, nor to direct the employees of the other.

  19. Notices

    1. All notices, requests, demands or other communications by the terms hereof required or permitted to be given by one party to any other party, or to any other person shall be given in writing by electronic transmission to such other party at the email address set out in the Order or at such other email address as may be given by such person to the other parties hereto in writing from time to time. All notices shall be deemed to have been given on the date of delivery (or the next business day if the date of email or delivery is not a business day in Vancouver, B.C.

  20. Counterparts and Electronic Signature

    1. Orders may be executed in counterparts, each of which when so executed shall be deemed to be an original and all of which when taken together shall constitute one and the same agreement. For all purposes the signature of any party evidenced by an electronic copy showing such signature or other electronically transmitted version of such signature, shall constitute conclusive proof for all purposes of the signature of such person to such documents and agreements, to the same extent in all respects as a copy of such documents and agreements showing the original signature of such party.

  21. Entire Agreement

    1. These Terms of Use, together with any applicable Orders, constitute the entire agreement between the parties with respect to all of the matters herein and neither of the parties rely upon or regard as material, any representations or writings whatever not incorporated herein and made a part hereof and may not be amended or modified in any respect except by written instrument signed by the parties hereto.

  22. Enurement

    1. Neither party shall be entitled to assign its rights under this Agreement without the prior written consent of the other party. This Agreement shall enure to the benefit of and be binding upon the parties and their respective legal personal representatives, heirs, executors, administrators or successors.

  23. Governing Law

    1. These Terms of Use and all Orders shall be governed by and construed in accordance with the laws of the Province of British Columbia and the federal laws of Canada applicable therein and each of the parties hereto agrees irrevocably to conform to the non‑exclusive jurisdiction of the Courts of British Columbia.