MedLeaf Terms and Conditions Last Updated: December 4, 2020 All MedLeaf Mobile Apps, Websites and businesses are owned and operated by Orchid Labs, LLC, a Connecticut limited liability company (the “Company”). They consist of the Websites and Mobile Apps accessed via medleaf.io or medleafmobile.com (jointly “MedLeaf), and products and services available through each, including, but not limited to, materials downloadable or accessible there from (collectively, the “Services”). The “Terms and Conditions” and the Company’s Privacy Policy, incorporated herein by reference, collectively, (these “Terms”), govern your access to and use of the Services and, except as otherwise provided in these Terms, all information or other materials available through the Services. These Terms constitute a binding legal agreement between you and the Company. Modifications The Company reserves the right, at its sole discretion, to modify, discontinue or terminate the Services or to modify these Terms, at any time and without prior notice. If we modify these Terms, we will post the modification. We will also update the “Last Updated Date” at the top of these Terms and Conditions or Privacy Policy, as applicable. By continuing to access or use the Services after we have posted a modification, you are indicating that you agree to be bound by the modified Terms. If the modified Terms are not acceptable to you, you must cease using the Services. Eligibility The Services are intended solely for persons who are 18 or older. Any access to or use of the Services by anyone under 18 is expressly prohibited. By accessing or using the Services you represent and warrant that you are 18 or older. Account Registration In order to access the Services, you must sign-in. The Company does not retain any information that can identify you. The Company only retains information you supply by answering the questions on the web site including but not limited to gender, height, weight, age, illness, medicinal type, medicinal dosage and medicinal experience.  Use of the site is meant to keep your identity anonymous. You agree to provide accurate, current and complete information when utilizing the site. You are responsible for maintaining your confidentiality and to take sole responsibility for any activities or actions while utilizing the site. You acknowledge that fraudulently submitting someone else’s information may violate certain laws and you agree to indemnify and hold the Company and its affiliates and related parties harmless in relation to the same. DOWNLOADING THE APPLICATION FROM ITUNES The following applies to any Mobile App accessed through or downloaded from the Apple App Store: (1.)  You hereby acknowledge and agree that (i) the Terms is between you and Company only, and not Apple, and (ii) Company, not Apple, is solely responsible for the App Store downloaded Mobile App and content thereof. Your use of the App Store downloaded Mobile App must comply with the App Store Terms of Service. (2.) You acknowledge that Apple has no obligation to furnish any maintenance and/or support services with respect to the App Store downloaded Mobile App. Disclaimer ALL INFORMATION CONTAINED ON THE WEB SITE OR MOBILE APPS IS SUPPLIED BY THIRD PARTIES FOR GENERAL INFORMATION PURPOSES ONLY. THE COMPANY DOES NOT ENDORSE, AND IS NOT RESPONSIBLE FOR THE ACCURACY OR RELIABILITY OF ANY ADVICE, COMMENT OR STATEMENT MADE ON THE SITE OR ANY OTHER LINKED SITES. THE COMPANY IS NOT RESPONSIBLE FOR THE INFORMATION POSTED ON THE SITE OR LINKED SITES OR ANY INFORMATION POSTED BY ANY THIRD PARTY. THE COMPANY IS NOT RESPONSIBLE FOR YOUR RELATIONSHIP WITH ANY DISPENSARY, RETAIL LOCATION, HEALTH CARE PROVIDER, OR OTHER USERS OF THE SITE OR SERVICES. THE COMPANY DOES NOT REVIEW DISPENSARIES, RETAIL LOCATIONS, HEALTH CARE PROVIDERS, OR THEIR MENUS TO DETERMINE WHETHER THEY ARE QUALIFIED OR AUTHORIZED BY LAW TO PROVIDE THEIR SERVICES OR TO DETERMINE THE ACCURACY OF THEIR MENUS OR OTHER INFORMATION THEY PROVIDE. MEDLEAF DOES NOT OFFER MEDICAL ADVICE. ANY CONTENT ACCESSED THROUGH THE SITE OR LINKED SITES IS FOR INFORMATIONAL AND EDUCATIONAL PURPOSES ONLY AND ARE NOT INTENDED TO COVER ALL POSSIBLE USES, DIRECTIONS, PRECAUTIONS, OR ADVERSE EFFECTS. THE CONTENT ON THE SITE AND SERVICES SHOULD NOT BE USED FOR THE DIAGNOSIS OR TREATMENT OF ANY MEDICAL CONDITION. PLEASE CONSULT THE APPLICABLE DISPENSARY, YOUR DOCTOR, OR OTHER QUALIFIED HEALTHCARE PROVIDER IF YOU HAVE ANY QUESTIONS ABOUT A MEDICAL CONDITION. WE MAKE NO REPRESENTATION OR WARRANTY THAT ANY USE OF THE WEB SITE OR OTHER MOBILE PLATFORMS USED TO DEPICT OR DESCRIBE CANNABIS OR CANNABIS RELATED PRODUCTS OR SERVICES IS LAWFUL IN ANY PARTICULAR JURISDICTION.  IT IS YOUR SOLE RESPONSIBILITY TO DETERMINE AND COMPLY WITH ALL APPLICABLE LEGAL AND/OR REGULATORY REQUIREMENTS AND RESTRICTIONS. YOUR USE OF THE SITE OR SERVICES IS ENTIRELY AT YOUR OWN RISK.  Your Data “Your Data” in these Terms means Third Party Content and other information you have submitted to the Company. Whatever ownership rights you have in Your Data do not change when you use the Services, except that you give us the permission necessary to perform the Services for you. Aside from the minimal exceptions we identify in our Privacy Policy, we won’t share Your Data with others for any purpose. You alone are responsible and liable for the contents of Your Data. The contents of Your Data may be subject to the intellectual property rights of others. Do not use the Services to host or store third-party content unless you have the right to do so. You represent and warrant that any Third Party Content you have authorized the Company to interact with does not violate any laws and you indemnify and hold the Company harmless in relation to the same. Company Property The Services are owned and operated by the Company and except as expressly provided in these Terms, the Company exclusively owns all right, title and interest in and to the Services and Materials (as defined below), including all associated intellectual property rights. You will not copy, imitate, remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Services. The visual interfaces, graphics, design, compilation, information, computer code (including source code and object code), services, and all other elements of the Services, excluding Your Data (collectively, the “Materials”) are protected by United States and international intellectual property laws, including copyright, trade dress, patent, and/or trademark laws, international conventions, and all other applicable laws. These Terms do not grant you any rights to use the Company trademarks, service marks, trade names, logos, domain names, or other brand features or proprietary designations. License Subject to your compliance with these Terms, the Company grants you a limited, revocable, non-exclusive, non-transferable license to access and use the Services solely for your own personal use. Your license to use the Services is automatically revoked if you violate these Terms. We reserve all rights not expressly granted in these Terms. You must not reverse engineer or decompile the Services, nor attempt to do so, nor assist anyone else to do so. The Company may update the Services automatically when a new version is available. You will not use, copy, adapt, modify, prepare derivative works based upon, distribute, license, sell, transfer, publicly display, publicly perform, transmit, stream, broadcast or otherwise exploit the Services, except as expressly permitted in these Terms. No licenses or rights are granted to you by implication or otherwise under any intellectual property rights owned or controlled by the Company, except for the licenses and rights expressly granted in these Terms. Acceptable Use Policy You agree not to misuse or attempt to misuse the Services, and will use the Services only in a manner consistent with these Terms. By using the Services you agree not to:
  • rent, lease, loan, sell, resell, sublicense, distribute or otherwise transfer your Account or any of your rights granted under these Terms;
  • impersonate any person or entity, falsely claim an affiliation with any person or entity, access the Accounts of others without permission, forge another person’s digital signature, misrepresent the source, identity, or content of information transmitted via the Services, or perform any other similar fraudulent activity;
  • use the Services for any illegal purpose, or in violation of any laws, rules or regulations of local, state, national, or international governments, including, without limitation, laws governing intellectual property and other proprietary rights, and data protection and privacy;
  • defame, harass, abuse, threaten or defraud other Users or third parties, or collect or store, or attempt to collect or store, Personal Information about Users or third parties without their explicit consent;
  • post, upload, publish, submit, transmit or grant the Company access to any text, graphics, images, music, audio, video, information or other material that: (i) is defamatory, obscene, pornographic, vulgar or offensive; (ii) promotes discrimination, bigotry, racism, hatred, harassment or harm against any individual or group; (iii) is violent or threatening or promotes violence or actions that are threatening to any other person; or (iv) promotes illegal or harmful activities or substances.
  • remove, circumvent, disable, damage or otherwise interfere with security-related features of the Services;
  • reverse engineer, decompile, disassemble or otherwise attempt to discover the source code of the Services or any part thereof, except and only to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation;
  • modify, adapt, translate or create derivative works based on the Services or any part thereof, except and only to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation;
  • attempt to access or search the Services through the use of any engine, software, tool, agent, device or mechanism including “robots,” “spiders,” “scrapers,” or “offline readers”;
  • introduce viruses or any other computer code, files, or programs that interrupt, destroy, or limit the functionality of any computer software or hardware or telecommunications equipment related to the Services;
  • damage, disable, overburden, impair, interfere with, disrupt, or gain unauthorized access to the Services, including the Company’s or its agents’ servers, computer networks, or Third Party Accounts, or disobey any requirements, procedures, policies or regulations of networks connected to the Services;
  • encourage or facilitate conduct that would constitute a criminal offense or give rise to civil liability;
  • interfere with any other party’s use and enjoyment of the Services;
  • intentionally interfere with or damage operation of the Services or any User’s enjoyment of it, by any means, including uploading or otherwise disseminating viruses, adware, spyware, worms, or other malicious code;
  • attempt to do any of the foregoing.
If the Company reasonably believes that you are violating any of these Terms, we may immediately terminate your Account and block or restrict your access to the Services. If we terminate your Account, you agree to immediately stop accessing or using the Services and you agree not to circumvent, avoid, or bypass such restrictions, or otherwise restore or attempt to restore such access or use. The Company reserves the right to exercise whatever lawful means it deems necessary to prevent unauthorized use of the Services, including technological barriers, IP mapping, and directly contacting your Internet Service Provider (ISP) regarding such unauthorized use. Further, the Company will have the right to investigate and prosecute violations of any of the above to the fullest extent of the law. The Company may involve and cooperate with law enforcement authorities in prosecuting individuals who violate these Terms. You acknowledge that the Company has no obligation to monitor your access to or use of the Services or to review Your Data, but has the right to do so for the purpose of operating the Services, to ensure your compliance with these Terms, or to comply with applicable law or the order or requirement of a court, administrative agency or other governmental body. The Company reserves the right, at any time and without prior notice, to remove or disable access to Services for reasons that the Company, at its sole discretion, considers to be in violation of these Terms or otherwise harmful to the Services. Digital Millennium Copyright Act If you are a copyright owner or an agent thereof, and you believe any content submitted to and hosted on the Website infringes your copyrights, then you may submit a notification pursuant to the Digital Millennium Copyright Act (“DMCA”) by providing the Company’s Designated Copyright Agent with the following information in writing: (i) a physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed; (ii) identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works displayed in the Services are covered by a single notification, a representative list of such works on the Services; (iii) identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit the Company to locate the material; (iv) information reasonably sufficient to permit the Company to contact the complaining party, such as an address, telephone number, and, if available, an electronic mail address at which the complaining party may be contacted; (v) a statement that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and (vi) a statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed. The Company’s Designated Copyright Agent to receive notifications and counter-notifications of claimed infringement can be reached as follows by email at legal@orchidlabs.co. Third Party Links The Services may contain links to third-party websites or resources. The Company does not endorse and is not responsible or liable for their availability, accuracy, the content, products, or services related therewith. You are solely responsible for your use of any such websites or resources and you wholly assume any and all risks arising therefrom or associated therewith. Termination The Company reserves the right to suspend or terminate the Services at any time, with or without cause, and with or without notice. For example, we may suspend or terminate your use if you are not complying with these Terms or use the Services in any way that would cause us legal liability or disrupt others’ use of the Services. Upon termination, you will remain liable for any amounts due hereunder. UPON ANY TERMINATION OR CANCELLATION OF YOUR ACCOUNT, YOUR DATA WILL NO LONGER BE ACCESSIBLE BY YOU VIA THE SERVICES ALTHOUGH IT MAY STILL BE STORED BY THE COMPANY AT THE COMPANY’S SOLE DISCRETION; provided, however, that you may request that the Company remove certain portions of Your Data as set forth more specifically in the Privacy Policy. Remedies Your only remedy with respect to any dissatisfaction with (i) the Services, (ii) any provision in these Terms, or (iii) any policy or practice of the Company in operating the Services is not sign-in. Services are Available “AS-IS” THE COMPANY, AND ITS AFFILIATES, PARTNERS, AND AGENTS DISCLAIM ALL WARRANTIES, STATUTORY, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF PROPRIETARY RIGHTS, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM THE COMPANY OR THROUGH THE SERVICES WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED HEREIN. THERE ARE NO WARRANTIES WHICH EXTEND BEYOND THE FACE HEREOF. YOU EXPRESSLY AGREE THAT THE USE OF THE SERVICES IS AT YOUR SOLE RISK. THE SERVICES AND ANY DATA, INFORMATION, THIRD-PARTY SOFTWARE, CONTENT, SERVICES, OR APPLICATIONS MADE AVAILABLE IN CONJUNCTION WITH OR THROUGH THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” AND “WITH ALL FAULTS” BASIS AND WITHOUT WARRANTIES OR REPRESENTATIONS OF ANY KIND EITHER EXPRESS OR IMPLIED. THE COMPANY, IT’S AGENTS, AFFILIATES, AND PARTNERS DO NOT WARRANT THAT THE SERVICES WILL MEET YOUR REQUIREMENTS OR THAT THE DATA, CONTENT, FUNCTIONS, OR ANY OTHER INFORMATION OFFERED ON OR THROUGH THE SERVICES WILL BE UNINTERRUPTED, OR FREE OF ERRORS, VIRUSES OR OTHER HARMFUL COMPONENTS AND DO NOT WARRANT THAT ANY OF THE FOREGOING WILL BE CORRECTED. THE COMPANY, ITS SUPPLIERS, LICENSORS, AFFILIATES, AND PARTNERS DO NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE SERVICES OR ANY REFERENCE SITES IN TERMS OF CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE. YOU UNDERSTAND AND AGREE THAT YOU USE, ACCESS, DOWNLOAD, OR OTHERWISE OBTAIN INFORMATION, MATERIALS, OR DATA THROUGH THE SERVICES AT YOUR OWN RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY (INCLUDING YOUR COMPUTER SYSTEM OR DEVICE), LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OR USE OF SUCH SERVICES, MATERIAL OR DATA, OR DAMAGES RESULTING FROM THIRD-PARTY CLAIMS INCLUDING CLAIMS BY THIRD-PROVIDERS FOR BREACH OR OTHERWISE. Limitation of Liability TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL THE COMPANY, ITS AFFILIATES, OFFICERS, MANAGERS, EMPLOYEES, OR AGENTS BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL (INCLUDING LOSS OF USE, DATA, BUSINESS, OR PROFITS) DAMAGES, REGARDLESS OF LEGAL THEORY, WHETHER OR NOT THE COMPANY HAS BEEN WARNED OF THE POSSIBILITY OF SUCH DAMAGES, AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE Limitation of Damages IN NO EVENT WILL THE COMPANY OR ITS AFFILIATES, CONTRACTORS, EMPLOYEES, AGENTS, OR THIRD-PARTY PROVIDERS, PARTNERS, LICENSORS, OR SUPPLIERS TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION ARISING OUT OF OR RELATING TO THESE TERMS OR YOUR USE OF THE SERVICES OR YOUR INTERACTION WITH OTHER USERS (WHETHER IN CONTRACT, TORT INCLUDING NEGLIGENCE, WARRANTY, OR OTHERWISE), EXCEED THE GREATER OF: (i) FIFTY DOLLARS ($50.00) OR (ii)THE AMOUNTS ACTUALLY PAID BY YOU TO THE COMPANY FOR THE PAST THREE (3) MONTHS OF THE SERVICES IN QUESTION. THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN THE COMPANY AND YOU. Limitations by Applicable Law CERTAIN JURISDICTIONS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF YOU RESIDE IS SUCH A JURISDICTION, SOME OR ALL OF THE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS IN THESE TERMS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS. THE LIMITATIONS OR EXCLUSIONS OF WARRANTIES, REMEDIES OR LIABILITY CONTAINED IN THESE TERMS APPLY TO YOU TO THE FULLEST EXTENT SUCH LIMITATIONS OR EXCLUSIONS ARE PERMITTED UNDER THE LAWS OF THE JURISDICTION APPLICABLE TO YOU. Claims YOU AND THE COMPANY AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE SERVICES MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED. Indemnity You agree to defend, indemnify, and hold the Company, its officers, directors, managers, employees and agents, harmless from and against any claims, liabilities, damages, losses, and expenses, including, without limitation, reasonable legal and accounting fees, arising out of or in any way connected with the Services or your violation of these Terms. Controlling Law and Jurisdiction These Terms and any action related thereto will be governed by the laws of the State of Connecticut without regard to its conflict of the laws provisions. The exclusive jurisdiction and venue of any action arising out of or related to these Terms or the Services will be the state and federal courts located in the federal and state courts located in Connecticut and each of the parties hereto waives any objection to jurisdiction and venue in such courts. Attorney’s Fees In the event of any action arising out of or related to these Terms or the Services, the Company shall be entitled to reasonable attorneys’ fees, costs and expenses incurred in such action. Attorneys’ fees incurred in enforcing any judgment in respect of this Agreement are recoverable as a separate item. The preceding sentence is intended to be severable from the other provisions of this Agreement and to survive any judgment and, to the maximum extent permitted by law, shall not be deemed merged into any such judgment. Miscellaneous Legal Terms These Terms constitute the entire and exclusive agreement between you and the Company with respect to the Services, and supersede and replace any other agreements, terms and conditions applicable to the Services. Upon termination of these Terms, any provision which, by its nature or express terms should survive, will survive such termination or expiration. These Terms create no third party beneficiary rights. The Company’s failure to enforce a provision is not a waiver of its right to do so later. If a provision is found unenforceable the remaining provisions of the Agreement will remain in full effect and an enforceable term will be substituted reflecting our intent as closely as possible. You may not assign any of your rights in these Terms, and any such attempt is void. The Company and you are not legal partners or agents; instead, our relationship is that of independent contractors. The heading references herein are for convenience purposes only, do not constitute a part of these Terms, and will not be deemed to limit or affect any of the provisions hereof. Notices Any notices or other communications permitted to required hereunder, including those regarding modifications to these Terms by posting to the Services. Feedback We welcome and encourage you to provide feedback, comments and suggestions for improvements to the Services (“Feedback”).  Please contact us at https://medleafmobile.com/contact. You acknowledge and agree that all Feedback will be the sole and exclusive property of the Company and you hereby irrevocably assign to Company and agree to irrevocably assign to the Company all of your right, title, and interest in and to all Feedback, including without limitation all worldwide patent rights, copyright rights, trade secret rights, and other proprietary or intellectual property rights therein. At the Company’s request and expense, you will execute documents and take such further acts as the Company may reasonably request to assist the Company to acquire, perfect, and maintain its intellectual property rights and other legal protections for the Feedback. YOU ACKNOWLEDGE AND AGREE THAT, BY USING THE SERVICES, YOU ARE INDICATING THAT YOU HAVE READ, UNDERSTAND AND ARE ABLE TO BE AND AGREE TO BE BOUND BY THESE TERMS. IF YOU DO NOT AGREE TO THESE TERMS, THEN YOU HAVE NO RIGHT TO ACCESS OR USE THE SERVICES. If you accept or agree to these Terms 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 these Terms and, in such event, “you” and “your” will refer and apply to that company or other legal entity.