Welcome to The Leafsheets, Inc. (“Leafsheets”). We’re glad you're here!
PLEASE READ THESE TERMS OF SERVICE ("AGREEMENT") CAREFULLY BECAUSE THEY ARE A BINDING AGREEMENTBETWEEN YOU AND LEAFSHEETS, THEY INCLUDE IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS THAT AFFECT HOW DISPUTES MAY BE RESOLVED AND THEY SET FORTH THE COMMERCIAL FRAMEWORK FOR OUR SERVICES (DEFINED BELOW).
BY SIGNING UP FOR OR BY USING THE SERVICE, YOU INDICATE THAT YOU UNDERSTAND THIS AGREEMENT AND THAT YOU ACCEPT ALL THE TERMS CONTAINED HEREIN. THIS AGREEMENT IS EFFECTIVE UPON THE DATE YOU BEGIN ACCESSING THE SERVICE (THE “EFFECTIVE DATE”). IF YOU ARE ACCEPTING THE TERMS OF THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO BIND THAT COMPANY OR OTHER LEGAL ENTITY TO THE TERMS OF THIS AGREEMENT, AND IN SUCH EVENT, “YOU” AND “YOUR” WILL REFER TO THAT COMPANY OR OTHER LEGAL ENTITY. YOU AND LEAFSHEETS MAY BE REFERRED TO HEREIN COLLECTIVELY AS THE “PARTIES” OR EACH INDIVIDUALLY AS A “PARTY.”
LeafSheet’s direct competitors are prohibited from accessing the Services, except with Leafsheets' prior written consent.
*[This Agreement was last updated on August 17, 2021.]*
A. Leafsheets Services
The Leafsheets Service is a web-based product that helps business owners and potential businessowners in the cannabis industry to (1) obtain a cannabis business licenses inapplicable states, (2) develop industry standard state approved operating procedures in compliance with state requirements, and (3) support entrepreneurs in the cannabis industry ("Service"). Components of the Service may include do-it-yourself guides and operating plans owned by Leafsheets and licensed to customers.
Leafsheets does not provide legal or financial advice. The Services are not a substitute for advice from a licensed attorney or accountant licensed to practice in the state where a cannabis license may be sought, or business operation may be located. The Services are not intended to and do not constitute legal advice and no attorney-client relationship is formed. Submissions to Leafsheets via the Service or by any other means are not treated as confidential except for credit card information, Confidential Information (defined below) or other information that is protected by law against disclosure and then only to the extent of such law.
You should not act, or refrain from acting, based upon any information provided through the Service or provided by Leafsheets.
B. Your Account
To use the Service, You will be required to create an account ("Account”) and truthfully and accurately fill out the Leafsheets profile form. You agree not to impersonate anyone else when you create your account. To create an account, you must be at least 18years old. Children are prohibited from using the Service or the Site (defined below). If your information changes at any time, please update your account to reflect those changes immediately. “Site" means Leafsheets’ website from which the Service is made available to customers, including You, accessible at https://www.Leafsheets.com.
Leafsheets has no obligation to screen or verify the information you provide to the Service which may include but is not limited to Your business information, operations and premises information and any other information that may be required to apply for a State's cannabis license or to receive appropriate Services from Leafsheets ("Customer Information").
By using the Service, you agree to not share your Account with anyone else. If you believe that your account has been compromised at any time, please notify Leafsheets at high@Leafsheets.com.
C. Revocable License.
This Agreement provides you with a personal, revocable, nonexclusive, nontransferable license to use the Service conditioned on your continued compliance with this Agreement. Leafsheets may terminate this license at any time for any reason or no reason at all. This license terminates automatically upon your breach of this Agreement.
Except as expressly provided in this Agreement, nothing contained herein shall be construed as conferring any license or right, by implication, estoppel or otherwise, under copyright intellectual property rights or any other rights.
Any rights not expressly granted herein are reserved.
D. Access and Use of the Services.
The Services may only be used in accordance with this Agreement. You will not use the Service in any manner beyond the scope of the rights expressly granted in this Agreement. You will not at any time, directly or indirectly, and will not permit any Person to: (i) modify or create derivative works of the Service, in whole or in part;(ii) reverse engineer, disassemble, decompile, decode or otherwise attempt to derive or gain improper access to any software component of the Service, in whole or in part; (iii) sell, resell, rent or lease use of the Service to any other Person, or otherwise allow any Person to use the Service for any purpose other than for your benefit in accordance with this Agreement; (iv) use the Service to store, transmit, upload or post any infringing, libelous or otherwise unlawful or tortious material or any data for which you do not have the necessary consents or rights to store, transmit, upload or post (as applicable) in connection with the Service; (v) interfere with, or disrupt the integrity or performance of, the Service, or any data or content contained therein or transmitted thereby; (vi) access or search the Service (or download any data or content contained therein or transmitted thereby) through the use of any engine, software, tool, agent, device or mechanism (including spiders, robots, crawlers or any other similar data mining tools) other than software or Service features provided by Leafsheets for use expressly for such purposes; or(vii) use the Service or any other Confidential Information (as defined below)of Leafsheets for any commercial or competitive purposes, including to create any Service or service that competes with, or is designed to compete with, any of Leafsheets’ Services or services. As used herein, "Person" means any individual, corporation, partnership, trust, limited liability company, association, governmental authority, or other entity.
You are responsible for all activities that occur under your Account, whether or not you know about them. You represent that you have not and will not misrepresent your identity or otherwise provide any deceptive or misleading profile information or image in the creation of your account with Leafsheets to use the Service.
Nothing in this Agreement or the performance thereof will operate to grant you any right, title or interest, whether by implication, estoppel or otherwise, in or to the Service or any other services offered by Leafsheets (or any intellectual property rights in the foregoing), other than as expressly set forth in this Agreement. As between the Parties, Leafsheets will exclusively own all right, title and interest in and to the Services, and any and all improvements, enhancement, modifications, or derivative works to the foregoing (and all intellectual property rights in any of the foregoing).
Services may be subject to additional terms (the "Additional Terms") which will be provided to you if you opt to use such Services. Your use of such Services will constitute your acceptance of the Additional Terms.
The Services will specify one location or jurisdiction. To order Services for additional locations, contact Leafsheets to request a multi-jurisdictional order. Based on the information you provide to us, we will determine which cannabis licenses apply to your business, locate applicable forms, and deliver the applicable form(s) to you as part of the Service. WE DO NOT GUARANTEE THAT THE SERVICE CONTAINS INFORMATION REGARDING ALL AUTHORIZATIONS, LICENSES OR PERMITS NECESSARY TO OPERATE YOUR BUSINESS. COMPLIANCE WITH ALL LAWS AND REGULATIONS REMAINS THE RESPONSIBILITY OF THE USER OF THE SERVICE. NO REPRESENTATIONS OR WARRANTIES, EXPRESSED OR IMPLIED, ARE GIVEN REGARDING THE LEGAL OR OTHER CONSEQUENCES RESULTING FROM THE USE OF OUR SERVICES, INCLUDING BUT NOT LIMITED TO ITS REPORTS AND FORMS.
E. Third Party Services
The Service may include features that operate in conjunction with certain third-party applications such as HubSpot and the Google News API (“Third Party Services”). While your use of the Third-Party Services is governed by this Agreement, your access and use of third-party applications and websites and the services provided through the Services is governed by the terms of service and other agreements posted on through these applications and on these sites. You are responsible for ensuring that your use of those applications and sites complies with any applicable terms of service or other agreements.
The Site may contain links to third-party websites. That doesn’t mean that we control or endorse those websites, or any goods or services sold on those websites. Similarly, the Site may contain ads from third parties. We do not control or endorse any products being advertised.
Credit Card Payment. When you click the "Pay & Complete Order" button, we will charge your credit card. The verification process should take only a few moments.
ACH Payment. Please note that payment by electronic check will delay your request by six business days to allow time for the funds to clear. At the end of this period, if funds are received, your order will be released for processing.
The following payment methods are available only by contacting our service department:
Recurring Fees. You agree that Leafsheets may charge your credit card on file monthly for any renewable services you ordered including, without limitation, Checks by Leafsheets, Teams by Leafsheets, or any other similar service. It is your responsibility to maintain an updated payment method on file with us in order for us to continue providing the services. You are responsible for notifying us of your desire to cancel the service(s) and to avoid any future charges by contacting us.
F. Confidential Information
Any information that one Party provides to the other Party during the Term of this Agreement that is identified at the time of disclosure as confidential or, given the circumstances of disclosure or the nature of the information, reasonably should be considered to be confidential will be “Confidential Information” of the disclosing Party (the “Disclosing Party”). For clarity, the Service will be deemed the Confidential Information of Leafsheets hereunder.
Each Party (the “Receiving Party”) will maintain the other Party’s Confidential Information in strict confidence and will not use the Confidential Information of the Disclosing Party except as necessary to perform its obligations or enforce its rights under this Agreement. The Receiving Party will not disclose or cause to be disclosed any Confidential Information of the Disclosing Party, except (i) with respect to Leafsheets as the Receiving Party, to its employees, representatives, or contractors who have a bona fide need to know such Confidential Information to perform under this Agreement and who are bound by written agreements with use and nondisclosure restrictions at least as protective as those set forth in this Agreement, or (ii) as such disclosure maybe required by the order or requirement of a court, administrative agency or other governmental body, subject to the Receiving Party providing to the Disclosing Party reasonable written notice to allow the Disclosing Party to seek a protective order or otherwise contest the disclosure.
Nothing in this Agreement will prohibit or limit either Party’s use of information (i) rightfully known to it prior to receiving it from the Disclosing Party, (ii) independently developed by or for it without use of or access to the other Party’s Confidential Information, (iii) permissibly acquired by it from a third party which is not under an obligation of confidence with respect to such information, or (iv)which is or becomes publicly available through no breach of this Agreement.
The terms and conditions of this Agreement will constitute Confidential Information of each Party but may be disclosed on a confidential basis to a Party’s advisors, attorneys, actual or bona-fide potential acquirers, investors, or other sources of funding (and the irrespective advisors and attorneys) for due diligence purposes.
Each Party acknowledges that damages for improper disclosure of Confidential Information may be irreparable; therefore, the injured Party is entitled to seek equitable relief, including temporary restraining order(s) or preliminary or permanent injunction, in addition to all other remedies, for any violation or threatened violation of this Section F.
G. Proprietary Rights
The Service and Site and its entire contents, features, Service out-put and functionality (including but not limited to all information, how-to-guides, reports, operating plans, software, text, displays, images, video, and audio, and the design, selection, and arrangement thereof) are owned by Leafsheets, its licensors, or other providers of such material and are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws.
As between you and Leafsheets, you will own and retain all right, title and interest in and to all Customer Information. You hereby grant Leafsheets a non-exclusive, worldwide, royalty-free right and license, with the right to sublicense, to use, host, reproduce, display, perform, and modify the Customer Information in connection with the Service or any other business purpose during the Term.
YOU AGREE TO INDEMNIFY, RELEASE, ANDHOLD US HARMLESS FROM ANY ALL LIABILITY, CLAIMS, ACTIONS, LOSS, HARM, DAMAGE, INJURY, COST OR EXPENSE ARISING OUT OF ANY CUSTOMER INFORMATION. THIS INDEMNFICATION OBLIGATION IS IN ADDITION TO THE INDEMNIFICATION SET FORTH IN THE SECTION TITLED "INDEMNIFICATION," BELOW.
You acknowledge and agree that Leafsheets may generate, process, and analyze data (including aggregate or anonymized Customer Information and any insights derived therefrom) and other information relating to the provision, use and performance of various aspects of the Service and related systems and technologies (collectively, “Aggregate Data”). Leafsheets shall own all right, title and interest in and to the Aggregate Data and may use such Aggregate Data for any lawful purpose in connection with its business including improving or otherwise optimizing the Service.
You may provide Leafsheets with suggestions, comments, and feedback with regard to the Service (collectively, “Feedback”). You hereby grant Leafsheets a perpetual, irrevocable, royalty-free, and fully paid-up license to use and exploit all Feedback in connection with Leafsheets’ business purposes, including, without limitation, the testing, development, maintenance, and improvement of the Service.
Nothing in this Agreement shall restrict Leafsheets (including any of its employees, representatives, or contractors) from using general ideas, concepts, practices, learning, or know-how obtained in the course of performing the services contemplated hereunder, that are retained in the unaided memory of Leafsheets (including any of its employees, representatives, or contractors) following performance of such services.
H. Representations, Warranties and Disclaimers
"AS-IS"BASIS. Leafsheets provides the Service on an "AS IS" and "ASAVAILABLE" basis. YOUR USE OF THE SERVICE AND SITE IS AT YOUR OWN DISCRETIONAND RISK.
LEAFSHEETS GRANTS NO WARRANTIES OF ANYKIND, whether express or implied, statutory, or otherwise with respect to the Service or the Site (or any information contained in the Site). Leafsheets does not grant any implied warranties of merchantability, fitness for a particular purpose, or non-infringement. LEAFSHEETS DOES NOT WARRANT THE ACCURACY, ADEQUACY OR COMPLETENESS OF ANY INFORMATION AND MATERIALS ON THE SITE ORPROVIDED OR OBTAINED IN CONNECTION THEREWITH, INCLUDING, BUT NOT LIMITED TO, CUSTOMERINFORMATION. Leafsheets does not warrant that your use of the Site or Service or that information on the Site will be secure, uninterrupted, error-free, available, accurate, or that any defects in the Site or Service will be corrected. Leafsheets makes no warranties about the connectivity and continued availability of the Site or Services.
YOU HEREBYACKNOWLEDGE AND AGREE THAT (I) LEAFSHEETS DOES NOT ITSELF PROVIDE ANY ASPECT OFTHE THIRD PARTY SERVICES AND IS NOT RESPONSIBLE FOR ANY COMPATIBILITY ISSUES,ERRORS OR BUGS IN THE SERVICE OR THIRD PARTY SERVICES CAUSED IN WHOLE OR INPART BY THE THIRD PARTY SERVICES OR ANY UPDATE OR UPGRADE THERETO; (II) YOU ARESOLELY RESPONSIBLE FOR MAINTAINING THE THIRD PARTY SERVICES AND OBTAINING ANY ASSOCIATED LICENSES AND CONSENTS NECESSARY FOR YOU TO UTILIZE THE THIRD PARTY SERVICES IN CONNECTION WITH THE SERVICE. TO THE MAXIMUM EXTENT PERMITTED BYAPPLICABLE LAW, AND LEAFSHEETS DOES NOT PROVIDE LEGAL OR ACCOUNTING SERVICES ORADVICE.
LEAFSHEETS HAS NO LIABILITY FOR ANY DAMAGES ARISING FROM OR IN ANY WAYRELATED TO YOUR INTERACTIONS OR DEALINGS WITH STATEAGENCIES.
Your hereby represent, warrant, and covenant to Leafsheets that (i) the Customer Information you provide is accurate, truthful, and complete, and (ii) you shall comply with all applicable laws.
Leafsheets will defend, indemnify, and pay all damages finally awarded against you pursuant to a final, valid, and binding judgment or order, or a final settlement agreement with respect to any claim, suit or proceeding brought by a third-party against you arising from infringement of third-party intellectual property rights by the Service.
Leafsheets’ obligations under Section I will not apply if the underlying third-party claim arises from or as a result of: (i) your breach of this Agreement, negligence, willful misconduct, or fraud; (ii) any Customer Information; (iii) modifications to the Service by anyone other than Leafsheets; or (iv) combinations of the Service of with software, data or materials not provided by Leafsheets.
If Leafsheets reasonably believes the Service (or any component thereof) could infringe any third party’s intellectual property rights, Leafsheets may, at its sole option and expense, use commercially reasonable efforts to: (i) procure the right for you to continue using the Service (or any infringing component thereof) to make it non-infringing without materially reducing its functionality; or (ii) replace the Service (or any infringing component thereof) with a non-infringing alternative that is functionally equivalent in all material respects. If the foregoing remedies are not available to Leafsheets on commercially reasonable terms, then Leafsheets may suspend or terminate your use of the Platform upon notice to you. In the event of any such termination, Leafsheets will refund to you a pro-rata portion of the fees that have been paid for the unexpired portion. The rights and remedies set forth in this Section I shall constitute your sole and exclusive remedy for any intellectual property infringement by the Service.
You will defend, indemnify and pay all damages finally awarded against Leafsheets pursuant to a final, valid and binding judgment or order or a final settlement agreement with respect to any claim, suit or proceeding brought by a third party against Leafsheets arising from (i) any Customer Information, (ii) any breach by you of the terms of this Agreement; (iv) your use of the Service in a manner that is inconsistent with its intended use; and (v) your negligence or willful misconduct.
The Party seeking defense and indemnity (the “Indemnified Party”) will promptly notify the other Party (the “Indemnifying Party”) of any and all such claims and will reasonably cooperate with the Indemnifying Party with the defense and/or settlement thereof. The Indemnifying Party will have the sole right to conduct the defense of any claim for which the Indemnifying Party is responsible hereunder (provided that the Indemnifying Party may not settle any claim without the Indemnified Party's prior written approval unless the settlement unconditionally releases the Indemnified Party from all liability, does not require any admission by the Indemnified Party, and does not place restrictions upon Leafsheets’ business or the Service). The Indemnified Party may participate in the defense or settlement of any such claim at its own expense and with its own choice of counsel or, if the Indemnifying Party refuses to fulfill its obligation of defense, the Indemnified Party may defend itself and seek reimbursement from the Indemnifying Party.
J. LIMITATIONS OF LIABILITY
PLEASE READ THIS SECTION CAREFULLY.THIS SECTION LIMITS THE LIABILITY OF LEAFSHEETS AND ITS AFFILIATED PARTIES. EACH OF THE SUBSECTIONS BELOW APPLIES UP TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW.
YOU AGREE TO RELEASE LEAFSHEETS ANDITS AFFILIATED PARTIES FROM ANY CLAIMS, DEMANDS, DAMAGES, LIABILITY, COSTS OREXPENSES, OF EVERY KIND AND NATURE, KNOWN OR UNKNOWN, SUSPECTED ANDUNSUSPECTED, DISCLOSED AND UNDISCLOSED, ARISING OUT OF OR IN ANY WAY CONNECTED WITH (I) YOUR USE OF THE SITE, (II) YOUR USE OF THE SERVICE, (III) ANY CLAIM OR CONTROVERSY THAT MAY ARISE FROM ANY DISPUTES BETWEEN YOU AND A GOVERNEMENT AGENCY, (IV) ANY CUSTOMER INFORMATION.
LEAFSHEETS MAKES NO CLAIMS OR PROMISES about (i) the opinions, advice, statements, reviews, or other information or content made available on the Site or through the Service, or (ii) the accuracy, completeness, or usefulness of any information on the Site or available through the Service.
IN NO EVENT WILL LEAFSHEETS OR ITS AFFILIATED PARTIES BE LIABLE FOR ANY DAMAGES WHATSOEVER, WHETHER DIRECT, INDIRECT, GENERAL, SPECIAL, COMPENSATORY, CONSEQUENTIAL, AND/OR INCIDENTAL ,ARISING OUT OF OR RELATING TO THE CONDUCT OF YOU OR ANYONE ELSE IN CONNECTION WITH THE USE OF THE SITE OR THE SERVICE, INCLUDING WITHOUT LIMITATION, (I)INTERACTIONS WITH GOVERNMENT AGENCIES, WHETHER ONLINE OR OFFLINE, OR (II) YOUR RELIANCE ON INFORMATION OR OTHER CONTENT POSTED ON THE SITE OR TRANSMITTED THROUGHTHE SERVICES.
YOU AGREE THAT NEITHER LEAFSHEETS NOR ITS AFFILIATED PARTIES HAS ANY LIABILITY FOR ANY (I) INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, (II) LOSS OF PROFITS, (III) BUSINESS INTERRUPTION, (IV) LOSS OF OR DAMAGE TO REPUTATION, OR (IV) LOSS OF INFORMATION OR DATA.
WITHOUT LIMITING ANY OTHER PROVISION IN THIS AGREEMENT, LEAFSHEETS' MAXIMUM AGGREGATE LIABILITY TO YOU FOR LOSSES OR DAMAGES YOU SUFFER IN CONNECTION WITH THE SITE, THE SERVICE OR THIS AGREEMENTIS LIMITED TO THE GREATER OF (I) THE AMOUNT PAID, IF ANY, BY YOU TO LEAFSHEETS IN CONNECTION WITH THE SERVICE IN THE 12 MONTHS PRIOR TO THE ACTION GIVING RISETO THE LIABILITY, OR (II) $100.
YOUR ONLY RIGHT AND REMEDY IN CASE OFDISSATISFACTION WITH THE SITE OR SERVICES OR ANY OTHER GRIEVANCE SHALL BE YOUR TERMINATION OF YOUR ACCOUNT AND DISCONTINUATION OF ACCESS TO, OR USE OF THE SERVICES.
THE PARTIES HEREBY ACKNOWLEDGE ANDAGREE THAT THE LIMITATIONS OF LIABILITY IN THIS SECTION J ARE AN ESSENTIAL PARTOF THE BASIS OF THE BARGIN BETWEEN YOU AND LEAFSHEETS AND WILL APPLY EVEN IFTHE REMEDIES AVAILABLE HEREUNDER ARE FOUND TO FAIL THEIR ESSENTIAL PURPOSE.
K. Term and Termination.
Leafsheets may, in its sole discretion, for any reason or no reason, with or without notice (i) terminate or suspend your Account and your access to the Site, and/or (ii) remove your Customer Information from the Service. Unless otherwise decided by Leafsheets, such termination, suspension, and/or removal will be effective immediately.
You may terminate your account at any time by sending your request to high@Leafsheets.com. You may re-register at any time, but your previous information and activity, including any fee credits and any Customer Information you may have created, may no longer be available.
Sections, F, G, and H through M survive any termination or expiration of this Agreement.
Upon termination of the Service, you will no longer have access to your Account.
L. Governing Law; Arbitration; Class Action and Jury Waiver
This Agreement is governed by and construed in accordance with the laws of Nevada, without regard to its conflict of laws rules. You expressly agree that the exclusive jurisdiction for any claim or dispute under This Agreement and or your use of the Services resides in the courts located in Clark County, Las Vegas, Nevada, and you further expressly agree to submit to the personal jurisdiction of such courts for the purpose of litigating any such claim or action. If it turns out that a particular provision in this Agreement is not enforceable, that will not affect any other provision.
At Leafsheets' sole discretion, it may require You to submit any disputes arising from This Agreement or the Site, including disputes arising from or concerning their interpretation, violation, invalidity, non-performance, or termination, to final and binding arbitration under the Rules of Arbitration of the American Arbitration Association applying Nevada law.
WITH RESPECT TO ALL PERSONS AND ENTITIES, REGARDLESS OF WHETHER THEY HAVE OBTAINED OR USED THE SERVICE FOR PERSONAL, COMMERCIAL OR OTHER PURPOSES, ALL CLAIMS MUST BE BROUGHT IN THE PARTIES’ INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION OROTHER REPRESENTATIVE PROCEEDING. THIS WAIVER APPLIES TO CLASS ARBITRATION, AND, UNLESS LEAFSHEETS AGREES OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS. YOU AGREE THAT, BY ENTERING INTO THIS AGREEMENT, YOU AND LEAFSHEETS ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION, OR OTHER REPRESENTATIVE PROCEEDING OF ANY KIND. YOU MAY OPT-OUT OF THIS CLASS ACTION AND JURY WAIVER DESCRIBED HEREIN BY EMAILING US AT High@Leafsheets.com WITHIN 30 DAYS OF YOUR FIRST USE OF THE SERVICES. YOU MUST INCLUDE YOUR NAME, PHONE NUMBER, PHYSICAL ADDRESS, AND EMAIL ADDRESS IN YOUR OPT-OUT NOTICE. THIS IS YOUR ONLY MECHANISM FOR OPTING OUT OF THIS SECTION AND FAILURE TO DO SO AS DESCRIBED CONSTITUTES YOUR CONSENT TO THIS WAIVER. IF YOU CHOOSE TO OPT OUT OF THIS SECTION, PLEASE NOTE THAT ALL OTHER PROVISIONS IN THIS AGREEMENT WILL REMAIN INTACT AND IN FULL FORCE AND EFFECT.
ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SITE MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES; OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.
This Agreement, together with any other documents incorporated herein by reference and all related exhibits, if any, constitutes the sole and entire agreement of the Parties with respect to the subject matter of this Agreement and supersedes all prior and contemporaneous understandings, agreements, and representations and warranties, both written and oral, with respect to such subject matter.
Except as otherwise expressly permitted herein, all notices required or permitted to be given hereunder shall be in writing and shall be deemed effective when personally delivered, when received by telegraphic or other electronic means (with no bounce back message received), when delivered by overnight courier or five (5) days after being deposited in the United States mail, with postage prepaid thereon, certified or registered mail, return receipt requested, addressed, as applicable, to Leafsheets, Inc. If your contact information changes during the Term, you are responsible for updating such information through your account on the Site.
No amendment to or modification of this Agreement is effective unless it is in writing and signed by an authorized representative of each Party. No waiver by any Party of any of the provisions hereof will be effective unless explicitly set forth in writing and signed by the Party so waiving. Except as otherwise set forth in this Agreement, (i) no failure to exercise, or delay in exercising, any rights, remedy, power, or privilege arising from this Agreement will operate or be construed as a waiver thereof and (ii) no single or partial exercise of any right, remedy, power, or privilege hereunder will preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.
If any provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability will not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal, or unenforceable, the Parties shall negotiate in good faith to modify this Agreement so as to affect their original intent as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.
Neither Party may assign or transfer this Agreement, in whole or in part, by operation of law or otherwise, without the other Party’s express prior consent. Notwithstanding the foregoing, Leafsheets may assign this Agreement in case of merger, acquisition, or sale by Leafsheets of all or substantially all of the assets to which this Agreement relates. Any attempt to assign or transfer this Agreement, in contravention of the foregoing will be null and of no effect. Subject to the foregoing, this Agreement will bind and inure to the benefit of each Party's permitted successors and assigns.
Each Party hereby acknowledges and agrees that a breach or threatened breach by such Party of any of its obligations hereunder would cause the other Party irreparable harm for which monetary damages would not be an adequate remedy and agrees that, in the event of such breach or threatened breach, the other Party will be entitled to equitable relief, including a restraining order, an injunction, specific performance and any other relief that may be available from any court, without any requirement to post a bond or other security, or to prove actual damages or that monetary damages are not an adequate remedy. Such remedies are not exclusive and are in addition to all other remedies that maybe available at law, in equity or otherwise.
Neither Party will be responsible for any failure or delay in its performance under this Agreement (except for any payment obligations) due to causes beyond its reasonable control, including, but not limited to, labor disputes, strikes, lockouts, shortages of or inability to obtain energy, raw materials or supplies, denial of service or other malicious attacks, communications failure or degradation, material changes in law, war, terrorism, riot, or acts of God.
WE MAY MODIFY THIS AGREEMENT AT ANY TIME, SO BE SURE TO CHECK BACK REGULARLY. BY CONTINUING TO LOG INTO OUR SITE ORUSE THE SERVICE AFTER THIS AGREEMENT HAS CHANGED, YOU INDICATE YOUR AGREEMENT TO THE REVISED TERMS. IF YOU DO NOT AGREE TO THE CHANGES, YOU SHOULD STOP LOGGING IN TO THE SITE OR USING THE SERVICE.