Terms of Use

Emerald Intelligence, Inc. Terms of Use  

Last Updated: August 30, 2024

 

WELCOME TO EMERALD INTELLIGENCE (“COMPANY,” “EMERALD INTEL,” “US,” “WE,” OR “OUR”).  THESE TERMS OF USE (“TERMS” OR “TOU”) GOVERN THE USE OF OUR WEBSITE EMERALDINTEL.AI (THE “WEBSITE”), AS WELL AS ANY APPLICATIONS, MOBILE APPLICATIONS, FUNCTIONALITY, TOOLS, CONTENT, MATERIALS AND ONLINE SERVICES (COLLECTIVELY, THE “SERVICES”) MADE AVAILABLE TO YOU BY EMERALD INTEL.  BY ACCESSING OR USING THIS WEBSITE OR THE SERVICES (OR ANY PORTION THEREOF), YOU AGREE TO BE LEGALLY BOUND BY THESE TOU, AS EMERALD INTEL MAY MODIFY THEM FROM TIME TO TIME.  YOU REPRESENT AND WARRANT THAT YOU ARE AT LEAST 18 YEARS OF AGE AND HAVE THE RIGHT, POWER AND AUTHORITY TO AGREE TO AND BE BOUND BY THESE TOU.  

 

THESE TOU SHALL BE BINDING ON YOU AS OF THE DATE YOU FIRST ACCESS OUR WEBSITE OR SERVICES, WHETHER BY EXECUTING A SUBSCRIPTION FORM REFERENCING THESE TOU, CLICKING A BOX INDICATING ACCEPTANCE OF THESE TOU OR OTHERWISE USING THE WEBSITE OR SERVICES.  IF YOU DO NOT AGREE TO THESE TOU OR IF YOU DO NOT HAVE THE RIGHT, POWER AND AUTHORITY TO AGREE TO AND BE BOUND BY THESE TOU, YOU MAY NOT USE OUR WEBSITE OR ANY SERVICES.

 

IF YOU (OR YOUR EMPLOYER) HAVE ENTERED INTO A SEPARATE LICENSE AGREEMENT THAT COVERS YOUR USE OF THE WEBSITE OR SERVICES, THE TERMS AND CONDITIONS OF SUCH AGREEMENT SHALL CONTROL WITH RESPECT TO SUCH SERVICES ONLY TO THE EXTENT THEY ARE INCONSISTENT WITH THESE TOU.

 

1.           Permitted Uses.  The Services provided by Emerald Intel to its paying and non-paying subscribers include access to a proprietary database of information including, but not limited to, information about legally licensed businesses and professional contacts working in the cannabis and hemp industries.  You agree to access and use the Services solely in connection with your internal business-to-business sales, marketing, recruiting and business development practices.

 

2.           Prohibited Uses.  You agree not to (a) access or use the Services if you (or your employer or any affiliate thereof) is a competitor of Emerald Intel; (b) provide any portion of the Services to a competitor of Emerald Intel; (c) incorporate any portion of the Services into your (or your employer’s or its affiliate’s) own products and services, or use any portion of the Services in connection with developing or maintaining any product or service; (d) allow anyone other than yourself to use your log-in credentials to access or use any portion of the Services; (e) distribute, sublicense, transfer, sell, offer for sale or disclose any portion of the Services to any third party; (f) link to or frame any portion of the Services; (g) upload or enter any portion of the Services into any database, information service or publicly accessible site, network or system; (h) incorporate any portion of the Services into any customer relationship management, marketing automation, or sales enablement platform; (i) use any portion of the Services to determine a consumer’s eligibility for any purpose under the Fair Credit Reporting Act, or (j) use any portion of the Services in a manner that would violate any U.S., international, state or local law or regulation that may be applicable. 

 

You may not:

 

a.   distribute, process, disclose, copy, reproduce, make available, upload, post, communicate to the public by telecommunication, display, publish, transmit, assign, sublicense, transfer, provide access to, sell, directly or indirectly, any portion of the Services by any means (including without limitation the Internet, any bulletin board system, electronic network, listing service, or any other data sharing arrangement) to anyone, or modify, adapt or create derivative works of the Services; 

 

b.    modify, merge, scrape, disassemble or reverse engineer any portion of the Services, or use any data mining, gathering or extraction tool, or any robot, spider or other automatic device or manual process, to monitor or copy any portion of the Services or the data generated from it;

 

c.    impersonate any person or entity, or falsely state or otherwise misrepresent any registration information, or otherwise disguise the origin of any information, data, text, software, photographs, imagery, graphics, or other content posted on or transmitted through the Services. 

 

d.   use the Services or any portion thereof in any manner that: (i) is threatening, defamatory, abusive, harassing, hateful, harmful, false, misleading, obscene, vulgar, racially or ethnically offensive, invasive of the privacy, publicity or other rights of any party, or is otherwise objectionable, in Emerald Intel’s sole discretion; (ii) infringes any patent, copyright, trademark, trade secret, or other proprietary right of any party or violates the privacy or publicity rights of any party; or (iii) exposes the Services to software viruses or any other computer code, files or programs that are designed to or have the capability to interrupt, modify, damage, improperly access, disable, destroy or limit the functionality of the Services or servers or networks connected thereto or the activities of other users of the Services or of any computer software or hardware or telecommunications equipment. 

 

3.           Termination and Interruption of Access.   Subject to the terms of any applicable License Agreement:

 

a.      You acknowledge and agree that Emerald Intel may interrupt, terminate, suspend, discontinue, or block your access to the Services or portions thereof at any time, including without limitation upon Emerald Intel’s determination that you have violated these TOU or the terms of any other agreement between the parties or their affiliates. 

 

b.     Upon your breach of any term of these TOU that leads to a termination of your access to the Services, Emerald Intel’s remedies shall include any damages and relief available at law or in equity. You acknowledge that any breach of these TOU will cause irreparable harm and injury to Emerald Intel for which there is no adequate remedy at law, and therefore in addition to all other remedies available at law or in equity, you agree that Emerald Intel shall be entitled to injunctive relief. If Emerald Intel retains any third party to obtain any remedy to which it is entitled under these TOU, it shall be entitled to recover all costs, including attorney’s fees and collection agency commissions, Emerald Intel incurs.

 

c.      Emerald Intel is continuously updating and changing the Services and reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Services or any part thereof with or without notice, and you agree that Emeral Intel shall not be liable to you or to any third party for any modification, suspension or discontinuance of the Services or any part thereof. In the event the Services or any portion thereof is discontinued, (i) you shall only be responsible for paying fees associated with that portion of the Services (if any) that continue to be provided after the effective date of such discontinuance, and (ii) Emerald Intel shall refund any fees (if any) paid for provision of the discontinued portion of the Services after the effective date of such discontinuance. 

 

d.     Upon any termination, you shall cease using any portion of the Services, and within 10 days thereafter permanently delete or destroy all elements of the Services within your control.  Upon request from Emerald Intel, you shall certify your compliance with the terms of this paragraph in writing reasonably satisfactory to Emerald Intel. 

 

4.           Fees.   Subject to the terms of any applicable License Agreement:

 

a.      You are responsible for the timely payment, using the currency and payment method indicated by an order form, of any fees incurred by your use of any portion of the Services.  All subscriptions for the Services are annual with monthly, quarterly or annual billing cycles. Payment is due in advance at the start of each billing cycle. Except as expressly provided in these TOU, all sales are final once you elect to purchase a subscription to the Services. If you wish to cancel your subscription, you must provide Emerald Intel with notice no later than 60 days prior to the next annual contract renewal date. If the subscription is not modified or cancelled under these TOU more than 60 days before the renewal, the annual contract will automatically renew for an additional 12 months. 

 

b.     If applicable, you give Emerald Intel express authorization to place a preauthorization to hold such fees and initiate recurring charges to or debits from your electronic payment provider for all fees owed on the due date. If you owe any past due fees to Emerald Intel or its affiliate pursuant to any prior Agreement(s), you hereby authorize Emerald Intel to charge to or debit from your electronic payment provider a one-time payment or initiate recurring charges to or debits from such provider, in either case, to satisfy such past due fees. 

 

c.      Emerald Intel reserves the right to change the nature and amount of fees charged for access to the Services, payment frequency, and acceptable methods of payment at any time, provided Emerald Intel will provide timely notice of any such changes. 

 

d.     The fees paid for subscriptions are non-refundable, regardless of whether the subscription is terminated, or recurring debits or charges are canceled, prior to the end of the then-current term or billing period. No partial term refunds will be provided for mid-term cancellations. 

 

e.      Emerald Intel may send invoices for such fees by email, postal mail, or both. All payments received after the due date may be subject to a late payment charge from such due date until paid at a rate equal to the maximum rate permitted under applicable law. In all cases, all fees payable under these TOU shall be paid in full without any right of set-off or deduction. Emerald Intel may accept any payment without prejudice to its rights to recover the balance due or to pursue any other right or remedy. No endorsement or statement on any check, payment, or elsewhere will be construed as an accord or satisfaction. The fees do not include value added, sales, use, excise or any other taxes or fees now or hereafter imposed by any governmental authority with respect to the Services. Emeral Intel shall not be bound to use any third-party payment vendor or accept credit card payments, and any fees by such vendors or costs incurred from such credit card payments may be added to the amounts payable hereunder. At Emerald Intel’s option, you shall pay any such taxes or additional fees directly or pay them to Emerald Intel immediately upon invoicing. Emerald Intel may be required to collect sales tax in some jurisdictions, and recurring charges will include such sales tax if applicable.

 

f.         Loyalty or product bundle discounts are subject to cancellation. 

 

g.      You must notify Emerald Intel about any billing problems or discrepancies within 180 days after charges first appear on the account statement; if it is not brought to Emerald Intel’s attention within such period, you agree to waive the right to dispute such problems or discrepancies. 

 

h.      It is your responsibility to keep current your contact and billing information (including phone number, email address, credit card numbers, etc.). 

 

5.           Submitted Content. 

 

a.   In using the Services, there may be opportunities for users to submit, upload, post, email or otherwise transmit content to or via the Services, and Emerald Intel may also collect data from you and your device through various sources, such as when you use our websites, Google Chrome Extension or features we offer to integrate our Services with your accounts and data on third-party platforms and services (collectively, “Submitted Content”). If you enable our integration features in the Services, you authorize us to collect Submitted Content from your professional networking and customer relationship management platforms, email accounts, social media accounts and other online accounts that you choose to integrate into our Services. We may use the Submitted Content to provide our Services or in accordance with these TOU or other documentation made available to you. You acknowledge and understand that upon being enabled, these integrations will stay in place and may continue to collect Submitted Content until you remove them.

 

b.    You shall not make available to Emerald Intel any Submitted Content that you are prohibited from sharing or disclosing to Emerald Intel. You represent and warrant that you have the right to share all Submitted Content with Emerald Intel in accordance with these TOU, and that the Submitted Content does not violate or infringe upon our or any third party’s intellectual property rights (including copyrights, trademarks, trade secrets, patents, and publicity rights). You also represent and warrant that the Submitted Content is accurate and complete to the best of your knowledge.

 

c.      You agree that you are solely liable for any losses you or we may incur as a result of the Submitted Content for reasons of infringement or otherwise.  All Submitted Content, whether publicly posted or privately transmitted, is the sole responsibility of the person from which such content originated. This means that you, and not Emerald Intel, are entirely responsible for your Submitted Content, and for making any redactions necessary to protect any confidential or sensitive information relating to third parties. Emeral Intel has no obligation to monitor or screen Submitted Content and is not responsible for Submitted Content. However, Emerald Intel reserves the right, in its sole discretion, to monitor Submitted Content, refuse to post Submitted Content, edit Submitted Content or delete Submitted Content at any time for any reason or no reason.

 

d.   You retain any applicable ownership rights that you may have with respect to your Submitted Content, and you grant Emerald Intel and its licensees a royalty-free, perpetual, irrevocable, non-exclusive and fully sub-licensable right and license (through multiple tiers) to use, reproduce, communicate to the public by telecommunications, make available, adapt, perform, display, publish, translate, prepare derivative works from, modify, distribute, sell, rent and take any other action with respect to such Submitted Content (in whole or part) worldwide and/or to incorporate it in other works in any form, media, or technology now known or later developed. You further acknowledge and agree that Emerald Intel may preserve any such Submitted Content and may also disclose such Submitted Content in its sole discretion. The foregoing license is without restrictions of any kind and without payment due from Emerald Intel. 

 

 

6.           Access, Passcodes, and Security.   

 

a.   In order to access certain features and functionality of the Services, you must establish an account with us (an "Account“). You are not permitted to share, sell, distribute or otherwise transfer your Account or allow your login credentials to be used by any other individual. You shall maintain the security and confidentiality of your login credentials used to access your Account. You shall choose a strong and secure password that you shall keep secure and confidential. You shall promptly notify Emeral Intel in the event you believe your login credentials have been compromised or there has been unauthorized use of your Account. You are solely responsible for any activities or actions taken under your Account, including as a result of the unauthorized use of your Account.

 

b.    If you create any settings, saved searches, fields or functions in the Services or input, add or export any data into or from the Services, Emerald Intel shall not have any liability or responsibility for any such information or the loss, destruction or use by third parties thereof; it is your responsibility to make back-up copies of such information.

 

c.    If you cause a technical disruption of the Services, you agree to be responsible for any and all liabilities, costs and expenses (including reasonable attorneys’ fees, fines, and costs of enforcement) arising from or related to that disruption. 

 

7.           Ownership.    You acknowledge that the Services are comprised of data that is owned by Emerald Intel and its licensors and that Emerald Intel and its licensors have and shall retain exclusive ownership of all proprietary rights to the Services, including all United States, Canadian, or other international intellectual property and other rights such as patents, trademarks, copyrights and trade secrets. This is a license agreement and not an agreement for sale. You shall have no right or interest in any portion of the Services except the right to use the Services as set forth in these TOU and any License Agreement between you and Emerald Intel. You acknowledge that the Services constitutes the valuable property and confidential and copyrighted information of Emerald Intel and its licensors and agree to (a) comply with all copyright, trademark, trade secret, patent, contract and other laws necessary to protect all rights in such information, (b) not challenge Emerald Intel’s and its licensors’ ownership of (or the validity or enforceability of their rights in and to) such information, and (c) not remove, conceal, obliterate or circumvent any copyright or other rights management information, notice, license or anti-piracy technological measure included in the Services. You shall be liable for any violation of the provisions of these TOU and, if applicable, the License Agreement by your employees, contractors, affiliates and agents and for any unauthorized use of the Services by such persons. You may not use or reproduce any trademark, service mark or trade name of Emerald Intel or its licensors without Emerald Intel’s written consent. Nothing in these TOU will restrict Emerald Intel from freely using for any purpose, without compensation, any of your ideas, suggestions, enhancements or other feedback relating to the Services or new products, features or tools. 

 

8.           Other Websites; Third Party Data Providers. 

 

a.      For your convenience, the Services may include links to other websites, some of them owned and operated by Emerald Intel and some of them owned and operated by third parties. Under no circumstances shall Emerald Intel be deemed to be associated or affiliated with, or viewed as endorsing or sponsoring, any third-party websites or any service or product that may be offered through such websites. Emerald Intel has not necessarily reviewed any or all of the content of such other websites, does not guarantee the accuracy or timeliness of such websites, and expressly disclaims responsibility for the content and services available therein. Different terms, conditions, and privacy notices may apply to your use of any linked websites. It is your responsibility to review any such terms, conditions, and privacy notices in connection with your use of any such websites. Any issues or disputes that may arise with respect to any such websites shall solely be between you and the applicable third party. 

 

b.    You acknowledge that the Services includes data sourced from various providers. Emerald Intel has not necessarily reviewed any or all of the content from such providers, does not guarantee the accuracy of such content, and expressly disclaims responsibility for such content. 

 

9.           Procedure for Making Notification of Claims of Copyright Infringement. 

 

a.   Emerald Intel respects the intellectual property of others and asks those posting or transmitting any content to or through the Website to respect copyright law. It is Emerald Intel’s policy to restrict and/or terminate in appropriate circumstances the ability to submit content and/or use the Services by individuals or entities that repeatedly submit infringing content in violation of these TOU. 

 

b.    If you believe that your work has been copied and is available on the Website or Emerald Intel’s Services in a way that constitutes copyright infringement, you may send Emerald Intel a written notice according to the requirements of the Digital Millennium Copyright Act of 1998 (“DMCA”) and any other applicable law. Such DMCA notice may be sent to Emerald Intel at 1 Bay Tree Lane, Bethesda, MD 20816, or via email to dmca@emeraldintel.ai, and must include substantially the following: 

 

    1. your physical or electronic signature; 
    2. identification of the copyrighted work you believe to have been infringed or, if the claim involves multiple works on the Website, a representative list of such works; 
    3. identification of the material you believe to be infringing in a sufficiently precise manner to allow us to locate that material; 
    4. adequate information by which Emerald Intel can contact you (including your name, postal address, telephone number, and, if available, email address); 
    5. a statement that you have a good faith belief that use of the copyrighted material is not authorized by the copyright owner, its agent, or the law; 
    6. a statement that the information in the written notice is accurate; and 
    7. a statement, under penalty of perjury, that you are authorized to act on behalf of the copyright owner. 

 

If you fail to comply with all of the requirements of Section 512(c)(3) of the DMCA, your DMCA notice may not be effective. 

 

10.         Representations and Warranties.  You represent, warrant and covenant that:

 

  1. You have the right and authority to enter into these TOU;
  2. you are at least 18 years of age (or the age of majority in the State in which you reside);
  3. if you are using the Service on behalf of your employer or any other company, that you have the authority to enter into these TOU on behalf of such employer or company;
  4. you have all rights and permissions necessary (including, but not limited to, intellectual property right) to lawfully make available the Submitted Content to Emerald Intel for the purposes contemplated by these TOU;
  5. you have the right and authority to provide us with access to any and all of your devices, browsers, email accounts, social media accounts, professional networking or customer relationship management platforms and other online accounts from which you use the Services;
  6. all Submitted Content has been and will be obtained by you, and shared with or transferred to Emerald Intel, in compliance with all applicable laws, rules and regulations, including without limitation, ensuring that any required notices have been provided to and necessary consents obtained from individuals or entities; and
  7. you have and will continue to take reasonable steps to ensure that Submitted Content is accurate and complete.

 

11.         No Warranties.   ALTHOUGH EMERALD INTEL MAKES EFFORTS TO PROVIDE SERVICES THAT ARE ACCURATE, THE SERVICE AND ALL PARTS THEREOF ARE PROVIDED “AS IS”, “WITH ALL FAULTS” AND “AS AVAILABLE”.  EMERALD INTEL, AND ITS RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, SHAREHOLDERS, AGENTS, PARTNERS, SUCCESSORS AND PERMITTED ASSIGNS (THE “EMERALD INTEL PARTIES”), DO NOT MAKE, AND HEREBY EXPRESSLY EXCLUDE AND DISCLAIM, ANY AND ALL REPRESENTATIONS, WARRANTIES OR GUARANTEES OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION (a) MERCHANTABILITY, FITNESS FOR ORDINARY PURPOSES AND FITNESS FOR A PARTICULAR PURPOSE, WORKMANLIKE EFFORT, QUIET ENJOYMENT AND NO ENCUMBRANCES OR LIENS, (b) THE QUALITY, ACCURACY, TIMELINESS OR COMPLETENESS OF THE SERVICES, (c) THOSE ARISING THROUGH COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE, (d) THE SERVICES CONFORMING TO ANY FUNCTION, DEMONSTRATION OR PROMISE BY ANY OF THE EMERALD INTEL PARTIES, (e) THAT ACCESS TO OR USE OF THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE OR COMPLETELY SECURE, AND (f) AS TO ANY TITLE OR NON-INFRINGEMENT. ANY RELIANCE UPON THE SERVICES IS AT YOUR OWN RISK. 

 

12.         Limitation on Liability.   TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE EMERALD INTEL PARTIES WILL NOT BE LIABLE FOR ANY LOSS, COST OR DAMAGE SUFFERED OR INCURRED BY YOU OR ANY THIRD PARTY INCLUDING WITHOUT LIMITATION THOSE ARISING OUT OF OR RELATED TO ANY FAULTS, INTERRUPTIONS OR DELAYS IN THE SERVICES, OR ANY INACCURACIES, ERRORS OR OMISSIONS IN THE INFORMATION CONTAINED IN THE SERVICES, REGARDLESS OF HOW SUCH FAULTS, INTERRUPTIONS, DELAYS, INACCURACIES, ERRORS OR OMISSIONS ARISE, OR FOR ANY UNAUTHORIZED USE OF THE SERVICES.   NOTWITHSTANDING ANY PROVISION CONTAINED HEREIN TO THE CONTRARY, AND TO THE MAXIMUM EXTENT PERMISSIBLE BY LAW, IN NO EVENT WILL THE AGGREGATE, CUMULATIVE LIABILITY OF THE EMERALD INTEL PARTIES FOR ANY AND ALL REASONS TO ANY PARTY FOR DAMAGES, DIRECT OR OTHERWISE, ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OF USE, THE SERVICES, OR A SEPARATE LICENSE AGREEMENT EXCEED THE TOTAL AMOUNT OF FEES ACTUALLY PAID TO EMERALD INTEL UNDER THE RELEVANT LICENSE AGREEMENT DURING THE 12 MONTH PERIOD IMMEDIATELY PRECEDING THE DATE SUCH CLAIM AROSE. RECOVERY OF THIS AMOUNT SHALL BE YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY APPLICABLE DAMAGES. 

 

TO THE MAXIMUM EXTENT PERMISSIBLE BY LAW, UNDER NO CIRCUMSTANCES WILL ANY OF THE EMERALD INTEL PARTIES BE LIABLE FOR LOST PROFITS HOWSOEVER ARISING OR FOR ANY INDIRECT, INCIDENTAL, PUNITIVE, EXEMPLARY, SPECIAL OR CONSEQUENTIAL OR ANY OTHER DAMAGES, INCLUDING WITHOUT LIMITATION, ANY SUCH DAMAGES ARISING OUT OF, BASED ON, RESULTING FROM, OR IN CONNECTION WITH THESE TERMS OF USE, THE SERVICES, OR YOUR USE OR INABILITY TO USE ANY OF THE FOREGOING, EVEN IF EMERALD INTEL HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE EXCLUSION OF DAMAGES IN THIS PARAGRAPH IS INDEPENDENT OF THE EXCLUSIVE REMEDY DESCRIBED ABOVE AND SURVIVES IN THE EVENT SUCH REMEDY FAILS. 

NO ACTION ARISING OUT OF OR PERTAINING TO THESE TERMS OF USE MAY BE BROUGHT BY YOU MORE THAN ONE YEAR AFTER THE CAUSE OF ACTION HAS ARISEN. THE PROVISIONS OF THIS SECTION APPLY WITHOUT REGARD TO THE CAUSE OR FORM OF ACTION, WHETHER THE DAMAGES ARE GROUNDED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY, OR ANY OTHER CAUSE OF ACTION. 

THE WAIVERS AND RELEASES SET FORTH IN THESE TERMS OF USE INCLUDE CLAIMS OF WHICH YOU ARE PRESENTLY UNAWARE OR WHICH YOU DO NOT PRESENTLY SUSPECT TO EXIST WHICH, IF KNOWN BY YOU, WOULD MATERIALLY AFFECT YOUR WAIVER AND RELEASE SET FORTH ABOVE. 

 

IF YOU ARE A CALIFORNIA RESIDENT, YOU SPECIFICALLY WAIVE CALIFORNIA CIVIL CODE SECTION 1542, WHICH SAYS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.” THE NEGATION OF DAMAGES SET FORTH ABOVE IS A FUNDAMENTAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN EMERALD INTEL AND YOU. THE SERVICES WOULD NOT BE PROVIDED TO YOU WITHOUT SUCH LIMITATIONS. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM EMERALD INTEL THROUGH THE SERVICES CREATE ANY WARRANTY, REPRESENTATION AND/OR GUARANTEE NOT EXPRESSLY STATED IN THESE TERMS OF USE.

 

13.         Indemnification.   You agree to defend, indemnify, and hold harmless the Emerald Intel Parties from and against any third party action, suit, claim or demand and any associated losses, expenses, damages, costs and other liabilities (including reasonable attorneys’ fees), arising out of or relating to your (and your users’) Submitted Content, use or misuse of any portion of the Services, or your violation of these TOU. You shall cooperate as fully as reasonably required in the defense of any such claim or demand. If the foregoing indemnity is unavailable to any of the emerald Intel Parties with respect to any claim, demand or action under any laws, rules or regulations for any reason, Emerald Intel shall be entitled to seek in a court of competent jurisdiction your contribution to such claim, demand or action under any legal or equitable theories available to it. 

 

14.         Assignment.   Your obligations hereunder are binding on your successors, legal representatives and assigns. You may not assign, sublicense or otherwise transfer (by operation of law or otherwise) these TOU, or any rights to use the Services, in whole or in part, without the prior written consent of Emerald Intel. 

 

15. Privacy.

 

a.      Our Privacy Policy applies to personal information collected from you through the Services. You may read the current version of the Privacy Policy by clicking [Here].

 

b.     Emerald Intel may send to you and your employees communications Emerald Intel determines may be relevant to you, including without limitation communications about new features or products, product updates and other marketing content. You may opt out of marketing messages to the extent required by law.

 

c.    You agree to use the Services in compliance with these TOU and all applicable laws, rules and regulations, including without limitation, privacy laws, rules and regulations. To the extent required by applicable law, you will maintain a publicly available and easily accessible privacy policy that (i) complies with applicable privacy laws and regulations, and (ii) comprehensively, clearly and accurately describes your collection, use, sharing, protection and other processing of personal information in connection with your use of the Services. You will ensure the content of your privacy policy remains consistent with these TOU and Emerald Intel’s Privacy Policy.

 

d.   You are solely responsible for any communications between you and any individual whose contact or business information is made available through the Services. You shall communicate with such individuals in compliance with applicable laws, rules and regulations. Without limitation of the foregoing, to the extent required by applicable law, you shall (i) allow individuals to opt out of receiving marketing emails, text messages or other communications from you, (ii) maintain exclusionary lists relating to individuals who wish not to receive marketing communications from you, and (iii) comply with applicable do-not-call and do-not-email lists.

 

e.    In the event a law, regulation, enforcement action, investigation, litigation or claim, or any other circumstance, is reasonably likely to adversely affect your ability to comply with these TOU, you agree to promptly notify Emerald Intel and take reasonable and appropriate steps to prevent or remedy any non-compliance, or promptly cease your use of the Services and processing of any data from the Services. Emerald Intel may, at any time and without prior notice to you or penalty of any kind to Emerald Intel, suspend, restrict, revoke or terminate your access to or use of any or all of the Service if Emerald Intel, in its sole discretion, believes you have violated these TOU or as Emerald Intel otherwise deems appropriate to protect the security or integrity of the Services.

 

f.     You acknowledge and agree that Emerald Intel will have the right to monitor your use of the Services and your compliance with these TOU. You must not interfere or attempt to interfere with such monitoring. Upon request from Emerald Intel you agree to make available to Emerald Intel all information and materials reasonably necessary to demonstrate compliance with these TOU and allow for and contribute to audits and inspections conducted by or on behalf of Emerald Intel relating in any way to your compliance. You shall reasonably cooperate with any such request, monitoring or inspection initiated by Emerald Intel. Emerald Intel may ask you to validate or certify your continued compliance with these TOU. Failure to validate or self-certify your compliance upon request from Emerald Intel may result in Emerald Intel revoking your access to the Services or requiring you to promptly delete data from the Services in your possession, custody or control.

 

g.    We may request that you delete the personal information of individuals who have requested that their personal information be deleted. Upon request from Emerald Intel, you agree to take all reasonable and appropriate steps to promptly and securely delete the relevant data from the Services in your possession, custody or control.

 

16.         Notices.   Except as otherwise expressly provided herein, all notices to Emerald Intel given hereunder must be in writing and delivered by registered or certified mail (return receipt requested, where available) or delivered by a well-recognized overnight courier company to Emerald Intelligence, Inc., 1 Bay Tree Lane, Bethesda, MD 20816.

 

17.         Force Majeure.   None of the Emerald Intel Parties shall have any liability for any damages resulting from any failure to perform any obligation hereunder or from any delay in the performance thereof due to causes beyond Emerald Intel’s control, including industrial disputes, acts of God or government, public enemy, war, fire, pandemic, epidemic, other casualty, failure of any link or connection whether by computer or otherwise, or failure of technology or telecommunications or other method or medium of storing or transmitting the Services.

 

18.         Mandatory Arbitration; Choice of Law; Jurisdiction.   Any dispute, claim, or controversy arising out of or relating to these TOU or any other agreement between the parties, including, without limitation (a) claims relating to the breach, termination, enforcement, interpretation or validity thereof, (b) claims alleging tortious conduct (including negligence) in connection with the negotiation, execution, or performance thereof, or (c) the determination of the scope or applicability of these TOU and the agreement to arbitrate, shall be settled by arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, and judgment on the award rendered by the arbitrator(s) shall be final and binding , and may be entered in any court having jurisdiction thereof.  These TOU and your use of the Services shall be governed by and construed under the laws of Maryland without regard to choice of law principles. Except for any claims subject to the dispute resolution procedures set forth above, the federal and state courts located in Maryland shall be the exclusive jurisdiction for any action brought against Emerald Intel in connection with these TOU or use of the Services, and you irrevocably consent to the jurisdiction and venue of the federal and state courts located in Maryland, and to the jurisdiction of the federal, provincial and/or state courts located in any State or Province where you are located, for any action brought against you in connection with these TOU or use of the Services.  EACH PARTY HEREBY KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY WAIVES ITS RIGHT TO PARTICIPATE IN A CLASS OR COLLECTIVE ACTION AGAINST THE OTHER PARTY IN ANY DISPUTE OR PROCEEDING (WHETHER BASED ON CONTRACT, STATUTE, TORT, OR ANY OTHER THEORY).

 

19.         Export Restrictions.   The Website is controlled and operated by Emerald Intel from its offices within the United States. Emerald Intel makes no representation that any portion of the Services or other material accessed through the Website is appropriate, enforceable, compliant with local law, or available for use, in other locations, and access to them from other countries where their contents are illegal is prohibited. If any material in this Services, or your use of the Services, is contrary to the laws of the place where you are when you access it, or if Emerald Intel is not licensed as required by applicable laws or regulations in such locale, the Services is not intended for you, and Emerald Intel asks you not to use the Services. You are responsible for informing yourself of, and complying with, the laws of your jurisdiction. You may not export or re-export any portion of the Services except in full compliance with all applicable laws and regulations, these TOU, and, if applicable, the associated License Agreement. In particular, no portion of the Services may be exported or re-exported in violation of the sanctions, export control laws and regulations of any applicable country, or exported or re-exported into (or to a national or resident of) any country to which the United States embargoes goods, or to anyone on the United States Treasury Department’s list of Specially Designated Nationals or the United States Commerce Department’s Table of Denial Orders.

 

20.         Changes to these Terms of Use.   Emerald Intel reserves the right, in its complete and sole discretion, to change these TOU at any time by posting revised terms on the Services. It is your responsibility to check periodically for any changes Emerald Intel may make to the Services and these TOU. Your continued use of the Services following the posting of changes to these terms or other policies means you accept the changes.

 

21.         Miscellaneous.

 

  1. The parties are independent contractors, and nothing in these TOU will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between them. 
  2. These TOU contain the entire understanding of the parties with respect to the Services and supersede any prior oral or written statements and documents with respect to such subject matter, provided that these TOU do not supersede any written License Agreement between the parties. 
  3. The failure of Emerald Intel at any time to require full performance of any provision hereof will in no manner affect Emerald Intel’s right at a later time to enforce the same. 
  4. Each party acknowledges its responsibilities in accordance with applicable anti-bribery and anti-corruption legislation, and represents and warrants that it has not, and will not offer, give, solicit or accept any bribe from any person, organization or company with the intent to coerce or induce a person, organization or company to act improperly in the course of their duties. 
  5. If any provision of these TOU not being of a fundamental nature is held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remainder of these TOU will not be affected. If a provision is held to be invalid, illegal or otherwise unenforceable, it shall be deemed to be replaced with an enforceable provision that retains the intent and benefits of the original provision. 
  6. Headings are for reference only. 
  7. Any provision of these TOU that by its nature should survive expiration or termination of these TOU shall survive expiration or termination of these TOU, including without limitation restrictions imposed on you with respect to information or materials viewed and/or downloaded in respect of the Services and the disclaimers, indemnities, waivers, releases and limitations of liabilities set forth herein. 
  8. The use of and access to the Services is available only to individuals who can enter into legally binding contracts under applicable law. 
  9. The Website is intended to provide business information about companies and people in the legal cannabis and hemp industries.  The information and services offered on or through the Website are provided solely for general business information, and do not constitute legal, tax, accounting, investment or other professional advice.  No lawyer-client, advisory, fiduciary or other relationship is created by your accessing or using the Website or communicating by way of email or chat through the Website. Emerald Intel subscriptions are for business purposes only, and not for personal, family or household purposes.. 

 

Last Revised: August 30, 2024