TERMS AND CONDITIONS OF USE
BY USING OUR APPLICATIONS OR BY CLICKING TO AGREE TO THIS AGREEMENT WHEN THIS OPTION IS MADE AVAILABLE TO YOU, YOU ARE AGREEING TO THE TERMS AND PRACTICES IN THESE TERMS AND CONDITIONS. IF YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS, PLEASE DO NOT USE THE SITES OR SERVICES AND EXIT IMMEDIATELY. WE RESERVE THE RIGHT TO MODIFY OR AMEND THESE TERMS AND CONDITIONS FROM TIME TO TIME, AND WE WILL PROVIDE YOU WITH THE NOTICE OF SUCH CHANGE OR CHANGES VIA REASONABLE METHODS AND BY POSTING THE CHANGES ON THIS PAGE. NO CHANGES WILL APPLY RETROACTIVELY AND WILL BECOME EFFECTIVE NO SOONER THAN FOURTEEN DAYS AFTER THEY ARE POSTED. HOWEVER, CHANGES ADDRESSING NEW FUNCTIONS FOR A SERVICE OR CHANGES MADE FOR LEGAL REASONS WILL BE EFFECTIVE IMMEDIATELY.
Dama, through its GrowFlow Services, provide a platform to enable persons who are licensed to operate a business in the United States in relation to the cannabis market (“GrowFlow Markets”) and licensed by the respective local government to sell cannabis ("Vendors", "Producers", "user", or "you") to other entities who operate in the GrowFlow Markets and are also licensed by their respective local government to purchase cannabis ("Retailer", "user", or "you").
Additional terms and conditions may apply to your use of specific services. By using the Sites, Applications, and Services, you agree to such terms and conditions.
GrowFlow is available to you if you meet the following requirements:
- You are 21 years of age or older,
- You or your business are licensed by the GrowFlow Markets relating to the sale or purchase of cannabis,
- You or your business have obtained any and all additional license(s) required by respective local government relating to the sale or purchase of cannabis, and
- You are located within the GrowFlow Markets or otherwise located in a jurisdiction where your access to our application is not prohibited.
This is a legal agreement between you and Dama Technologies Inc. that states the material terms and conditions that govern your use of GrowFlow, Sites and the Services. These Terms and Conditions, together with all updates, supplements, additional terms, and all of Dama’s rules and policies collectively constitute this agreement between you and Dama ("Agreement"). BY USING GROWFLOW, AND/OR PARTICIPATING IN THE SERVICES, YOU AGREE THAT YOU HAVE ALL NECESSARY RIGHTS, LICENSES AND AUTHORITY TO ENTER INTO THIS AGREEMENT AND TO BE LEGALLY BOUND BY THIS AGREEMENT. IF YOU DO NOT AGREE TO THE TERMS AND CONDITIONS STATED HEREIN, PLEASE IMMEDIATELY CEASE USE OF GROWFLOW AND SERVICES.
- Compliance with Law. Any and all interactions, communications and intent on the site must be in accordance with applicable laws, regulations and policies. Dama is not responsible for any civil or criminal charges pursuant to any noncompliance. Please check your local regulations on cannabis use prior to using the Site.
- Compliance with Cannabis Law. Users of GrowFlow will comply with all applicable state and local cannabis laws and regulations as amended from time to time, of the jurisdictions in which they operate.
- Good Standing and Active License. Users shall immediately notify Dama of any warnings, orders, penalties and sanctions received from a government or licensing authority and any disciplinary actions, inspections, suspensions or cancellations of any cannabis-related license to which the Vendor or Retailer or an affiliate thereof is subject.
- DAMA DOES NOT POSSESS A LICENSE FROM ANY STATE TO TRANSACT ANY BUSINESS RELATING THE PURCHASE OR SALE OF MEDICAL OR RETAIL MARIJUANA. DAMA DOES NOT PROVIDE CANNABIS SALES, AND DAMA IS NOT A RETAILER, SUPPLIER, RESELLER, DISTRIBUTOR, AGENT, REPRESENTATIVE OR SUBCONTRACTOR OF ANY SUPPLIER OR RETAILER. DAMA OFFERS GROWFLOW SEED-TO- SALE TRACKING (“TRACK-AND-TRACE”) SOFTWARE, COMPLIANCE INFORMATION, AND LEAD GENERATION TOOLS THROUGH OUR PRODUCTS. IT IS UP TO INDEPENDENT VENDORS TO OFFER PRODUCTS, WHICH MAY BE ARRANGED BY YOU THROUGH THE USE OF THE SERVICES. ANY DECISION BY YOU OR ANOTHER GROWFLOW ACCOUNT HOLDER TO ACCEPT PRODUCTS FROM A VENDOR IS A DECISION MADE BY YOUR SOLE DISCRETION OR ANOTHER ACCOUNT HOLDER’S SOLE DISCRETION. GROWFLOW OFFERS INFORMATION AND THE ABILITY TO CONNECT VENDORS AND RETAILERS WITH EACH OTHER, BUT DAMA DOES NOT INTEND TO PROVIDE SUPPLIER, RETAILER, OR DISTRIBUTIONS SERVICES OR ACT IN ANY MANNER AS A CANNABIS VENDOR OR RETAILER. DAMA DISCLAIMS ALL RESPONSIBILITY OR LIABILITY FOR ANY SALE OF CANNABIS VOLUNTARILY PROVIDED TO YOU BY SUCH VENDORS. DAMA FURTHER DISCLAIMS ANY AND ALL RESPONSIBILITY OR LIABILITY FOR TRANSACTIONS WHICH OCCUR BETWEEN ENTITIES WHICH ARE OR ARE NOT LICENSED BY THE GROWFLOW MARKETS TO BUY OR SELL CANNABIS IN THE MANNER CONTEMPLATED HEREIN. YOU ASSUME ALL CRIMINAL AND CIVIL RISK RELATED TO ANY PROPOSED OR ACTUAL TRANSACTION CONDUCTED ON THE SITE. YOU ARE RESPONSIBLE FOR ENSURING THE LEGALITY OF ANY TRANSACTION CONDUCTED ON THE SITE.
- Site Access License and Restrictions. Dama Technologies Inc. grants you a limited, revocable, non-exclusive, non-transferable license to access and use GrowFlow or their Content solely for their intended purpose. This license does not include any right to authorize third party use of GrowFlow or its contents; any collection and use of any Content, descriptions, any derivative use of GrowFlow or their contents; or any use of data mining, bots, or similar data gathering and extraction tools. GrowFlow and/or any portion of the software may not be reproduced, sold, resold, visited or otherwise exploited for any commercial purpose without Dama’s express written consent. You will not frame or utilize framing techniques to enclose any trademark, logo or other proprietary information (including images, text, page layout or form) of Dama, its content providers, or its affiliates, without express written consent. You will not use any meta tags or any other "hidden text" utilizing our name or trademarks without our express written consent. Additionally, you agree that you will not: (i) take any action that imposes, or may impose in our sole discretion an unreasonable or disproportionately large load on our infrastructure; (ii) interfere or attempt to interfere with the proper working of GrowFlow or any activities conducted using GrowFlow applications; or (iii) bypass any measures we may use to prevent or restrict access to the software. Any unauthorized use automatically terminates the permissions and/or licenses granted by us to you.
- Electronic Communications.When you visit or use GrowFlow or send e-mails to us, you are communicating with us electronically. You consent to receive communications from us electronically. We will communicate with you by e-mail or by posting notices on the Sites. You agree that all agreements, notices, disclosures, and other communications we provide to you electronically satisfy any legal requirement that such communications be in writing. We reserve the right to send you marketing and promotional emails. You may opt out of receiving marketing and promotional emails from Dama by following the instructions enclosed within those emails. If you opt out, we may still send you non-promotional emails, such as emails about your GrowFlow account or our ongoing business relations. You may also send requests about contact preferences or changes to personal information, including requests to opt out of sharing personal information with third parties, to our contact information below.
- Copyright and Ownership. All of the content (other than User Submissions) featured or displayed within GrowFlow or as part of the Services, including without limitation text, graphics, photographs, images, moving images, sound, and illustrations ("Content"), is owned by Dama, its licensors, vendors, agents and/or its Content providers. All elements of the Sites, including without limitation the general design and the Content, are protected by trade dress, copyright, moral rights, trademark and other laws relating to intellectual property rights. GrowFlow may only be used for the intended purpose for which it is being made available. Except as may be otherwise indicated in specific documents within GrowFlow or as permitted by copyright law, you are authorized to view and play copyrighted documents, audio and video found within GrowFlow applications solely for the purposes intended by Dama. In no event will you be permitted to download or store any copyrighted documents, audio or video locally. Notwithstanding the foregoing, you will be permitted to print and save reports, agreements, and other documents made available to you from GrowFlow. GrowFlow, its Content, and all related rights, shall remain the exclusive property of Dama Technology Inc. or its licensors unless otherwise expressly agreed.
- In accessing GrowFlow, you may post your own Content including photos and other information about your products and services, (your "User Submissions"), and in so doing you expressly grant us a non-exclusive, royalty-free, fully paid-up, worldwide, right to use, reproduce, modify, publish, translate, distribute, perform and display such Content as contained in your User Submission, in whole or in part, and in any form throughout the world in any media or technology through GrowFlow, to promote and market GrowFlow and/or the User Submission on any platform or channel, and to make available the Content to other users of the Sites and Services, in perpetuity throughout the universe. You may also provide data about your company’s medical and/or recreational cannabis inventory or any cannabis-related inventory and/or transaction information and product information. Trademarks/No Endorsement. All trademarks, service marks and trade names of Dama or its licensors used herein (including but not limited to: Dama Technologies Inc., GrowFlow name, GrowFlow logo, GrowFlow design, and any other logos) (collectively "Marks") are trademarks or registered trademarks of Dama or its affiliates, partners, vendors or licensors. You may not use, copy, reproduce, republish, upload, post, transmit, distribute, or modify Dama’s trademarks in any way, including in advertising or publicity pertaining to distribution of materials on GrowFlow, without Dama’s prior written consent.
- Reservation of Rights. Dama reserves all rights not expressly granted to you in these Terms. Except for the limited rights and licenses expressly granted under these Terms, nothing in these Terms grants, by implication, waiver, estoppel, or otherwise, to you or any third party any intellectual property rights or other right, title, or interest in or to Dama’s intellectual property.
- Transactional Partners. Dama provides information about other company’s services and products within our applications. If you engage with the other party, you are transacting directly with the other party. It is your responsibility to correspond with those companies and vendors in order to understand terms and conditions regarding any transaction.
- Submissions and User Conduct. You are prohibited from using GrowFlow or the Services to post or send any unlawful, infringing, threatening, defamatory, libelous, obscene, pornographic or profane material or any material that infringes or misappropriates third party intellectual property or could constitute or encourage conduct that would be considered a criminal offense or give rise to civil liability, or otherwise violate any law. You further understand and agree that sending unsolicited advertisements or "spam" to any GrowFlow user is expressly prohibited by this Agreement. In addition to any remedies that we may have at law or in equity, if we determine, in our sole discretion, that you have violated or are likely to violate the foregoing prohibitions, any applicable rules or policies linked to in this Agreement, or any law or regulation, we may take any action we deem necessary to cure or prevent the violation, including without limitation, banning you from GrowFlow at any time without notice. We will fully cooperate with any law enforcement authorities or court order or subpoena requesting or directing us to disclose the identity of anyone posting such materials.
- User Account Obligations and Security. You understand that you will need to create an account to have access to all of the parts of GrowFlow and to the Services. In consideration of your use of GrowFlow and Services, you will: (a) provide true, accurate, current and complete information about yourself and your business during the on-boarding process , or as prompted by the account registration pages (such information being the "Registration Data") and (b) maintain and promptly update the Registration Data to keep it true, accurate, current and complete. If you provide any information that is untrue, inaccurate, not current or incomplete, or Dama has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, Dama reserves the right, in its sole discretion to suspend or terminate your account and refuse any and all current or future use of GrowFlow (or any portion thereof) or Services. You are entirely responsible for the security and confidentiality of your password and account. Furthermore, you are entirely responsible for any and all activities that occur under your account. You will not share your account information or your user name and password with any third party or permit any third party to logon to GrowFlow or Services using your account information. You agree to immediately notify us of any unauthorized use of your account or any other breach of security of which you become aware. You are responsible for taking precautions and providing security measures best suited for your situation and intended use of the Services and Application. We have the right to provide user billing, account, Content or use records, and related information under certain circumstances (such as in response to legal responsibility, lawful process, orders, subpoenas, or warrants, or to protect our rights, customers or business). Please note that anyone able to provide your personally identifiable information will be able to access your account so you should take reasonable steps to protect this information.
- YOUR USE OF GROWFLOW AND SERVICES IS AT YOUR RISK. THE INFORMATION, MATERIALS AND SERVICES PROVIDED ON OR THROUGH THE SITES AND SERVICES ARE PROVIDED "AS IS" WITHOUT ANY WARRANTIES OF ANY KIND INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SECURITY OR NON-INFRINGEMENT OF INTELLECTUAL PROPERTY. NEITHER DAMA, NOR ANY OF ITS AFFILIATES WARRANT THE ACCURACY OR COMPLETENESS OF THE INFORMATION, MATERIALS OR SERVICES PROVIDED ON OR THROUGH THE SITES. THE INFORMATION, MATERIALS AND SERVICES PROVIDED ON OR THROUGH THE SITES MAY BE OUT OF DATE, AND NEITHER DAMA, NOR ANY OF ITS AFFILIATES MAKES ANY COMMITMENT OR ASSUMES ANY DUTY TO UPDATE SUCH INFORMATION, MATERIALS OR SERVICES. THE FOREGOING EXCLUSIONS OF IMPLIED WARRANTIES DO NOT APPLY TO THE EXTENT PROHIBITED BY LAW. PLEASE REFER TO YOUR LOCAL LAWS FOR ANY SUCH PROHIBITIONS. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM DAMA OR THROUGH GROWFLOW WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.
- Tax Calculations. Dama does not assume any responsibility for the accuracy of any tax calculations provided by any tools provided within GrowFlow. It is solely the responsibility of the user to ensure that tax is calculated correctly. Dama does not hold itself out to be a CPA and will not make any recommendations regarding accounting matters.
- Limitations of Liability. Dama does not assume any responsibility, or will be liable, for any damages to, or any viruses that may infect your computer, telecommunication equipment, or other property caused by or arising from your access to, use of, or browsing the Sites, or your downloading of any information or materials from the Sites. IN NO EVENT WILL DAMA, OR ANY OF ITS OFFICERS, DIRECTORS, EMPLOYEES, SHAREHOLDERS, AFFILIATES, AGENTS, SUCCESSORS OR ASSIGNS, NOR ANY PARTY INVOLVED IN THE CREATION, PRODUCTION OR TRANSMISSION OF THE SITES OR SERVICES, BE LIABLE TO YOU OR ANYONE ELSE FOR ANY INDIRECT, SPECIAL, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, THOSE RESULTING FROM LOST PROFITS, LOST DATA OR BUSINESS INTERRUPTION) ARISING OUT OF THE USE, INABILITY TO USE, OR THE RESULTS OF USE OF THE SITE, OR THE MATERIALS, INFORMATION OR SERVICES CONTAINED ON ANY OR ALL SUCH SITES, WHETHER BASED ON WARRANTY, CONTRACT, TORT OR ANY OTHER LEGAL THEORY AND WHETHER OR NOT ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. YOU SPECIFICALLY ACKNOWLEDGE THAT DAMA SHALL NOT BE LIABLE FOR USER SUBMISSIONS OR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY, AND THAT THE RISK OF HARM OR DAMAGE FROM THE FOREGOING RESTS ENTIRELY WITH YOU. THE FOREGOING LIMITATIONS OF LIABILITY DO NOT APPLY TO THE EXTENT PROHIBITED BY LAW. PLEASE REFER TO YOUR LOCAL LAWS FOR ANY SUCH PROHIBITIONS.
- IN THE EVENT OF ANY PROBLEM WITH GROWFLOW OR ANY CONTENT OR SERVICES THEREON, YOU AGREE THAT YOUR SOLE REMEDY IS TO CEASE USE OF GROWFLOW. IN THE EVENT OF ANY PROBLEM WITH GROWFLOW, YOU AGREE THAT YOUR SOLE REMEDY, IF ANY, IS TO SEEK A REFUND FOR SUCH SERVICES IN ACCORDANCE WITH THE DAMA REFUNDS POLICY. IN NO EVENT SHALL DAMA'S TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION WHETHER IN CONTRACT, TORT (INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE), OR OTHERWISE EXCEED THE GREATER OF (A) ONE HUNDRED DOLLARS (US $100.00) OR (B) THE VALUE OF YOUR SUBSCRIPTION FEES (IF ANY) FOR ACCESS TO GROWFLOW
- You agree to defend, indemnify and hold Dama and any affiliated company or individual harmless from any and all liabilities, costs, and expenses, including reasonable attorneys’ fees, related to or in connection with (i) the use of the Sites, Applications, the Services or any Third Party Resources, or your placement or transmission of any message or information by you or your authorized users; (ii) your violation of any term of this Agreement, including without limitation, your breach of any of the representations and warranties above; (iii) your violation of any third party right, including without limitation any right of privacy, publicity rights or Intellectual Property Rights; (iv) your violation of any law, rule or regulation of the United States or any other country; (v) any claim or damages that arise as a result of any User Submission that you provide to GrowFlow; or (vi) any other party's access and use of the Sites with your unique username, password or other appropriate security code.
- In the event that you have a dispute with one or more other users of GrowFlow or any Third Party Resource integrated with or linked from GrowFlow or included in the Services, you release Dama (and our officers, directors, agents, subsidiaries, joint ventures and employees) from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such disputes.
- GrowFlow or User may suspend or terminate your account or your use of GrowFlow at any time. GrowFlow services may also be suspended or terminated for violation of the Terms. You are personally liable for any subscriptions placed or charges incurred through your account prior to termination. We may also block your access to GrowFlow in the event that (a) you breach this Agreement; (b) we are unable to verify or authenticate any information you provide to us; or (c) we believe that your actions may cause financial loss or legal liability for you, our users or us. Data Retention Upon Termination. Dama Technologies Inc. does not own any customer data, and is therefore not responsible for the retention of data post-termination. Upon termination, customer data will be held for 14 days. Licensees are responsible for exporting any required data. Should data or export services be required beyond the 14 days, GrowFlow may charge a reasonable fee for the time it takes to do so, or a flat fee for the service.
- Dispute Resolution and Arbitration. In the interest of resolving disputes between you and Dama in the most expedient and cost effective manner, you and Dama agree that every dispute arising in connection with these Terms will be resolved by binding arbitration, to the fullest extent permitted under applicable law. Arbitration is less formal than a lawsuit in court. Arbitration uses a neutral arbitrator instead of a judge or jury, may allow for more limited discovery than in court, and can be subject to very limited review by courts. Arbitrators can award the same damages and relief that a court can award. This agreement to arbitrate disputes includes all claims arising out of or relating to any aspect of these Terms, whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, and regardless of whether a claim arises during or after the termination of these Terms. YOU UNDERSTAND AND AGREE THAT, BY ENTERING INTO THESE TERMS, YOU AND DAMA TECHNOLOGIES INC. ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION, TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW. Despite the provisions of this section, nothing in these Terms will be deemed to waive, preclude, or otherwise limit the right of either party to: (i) bring an individual action in small claims court; (ii) pursue an enforcement action through the applicable federal, state, or local agency if that action is available; (iii) seek injunctive relief in a court of law; or (iv) to file suit in a court of law to address an intellectual property infringement claim.
- To the fullest extent permitted under applicable law, any arbitration between you and Dama will be settled under the Federal Arbitration Act, and governed by the Commercial Dispute Resolution Procedures and the Supplementary Procedures for Consumer Related Disputes (collectively, “AAA Rules”) of the American Arbitration Association (“AAA”), as modified by these Terms, and will be administered by the AAA. The AAA Rules and filing forms are available online at www.adr.org, by calling the AAA at 1-800-778-7879, or by contacting Dama.
- Notice; Process. A party who intends to seek arbitration must first send a written notice of the dispute to the other party by certified U.S. Mail or by Federal Express (signature required) or, only if such other party has not provided a current physical address, then by electronic mail (“Notice”). Dama’s address for Notice is: 883 Sneath Lane, Suite #213, San Bruno, CA 94066. The Notice must: (i) describe the nature and basis of the claim or dispute; and (ii) set forth the specific relief sought (“Demand”). The parties will make good faith efforts to resolve the claim directly, but if the parties do not reach an agreement to do so within 30 days after the Notice is received, you or Dama may commence an arbitration proceeding. During the arbitration, the amount of any settlement offer made by you or Dama must not be disclosed to the arbitrator until after the arbitrator makes a final decision and award, if any.
- Any arbitration hearing will take place at a location to be agreed upon in Delaware, but if the claim is for $10,000 or less, you may choose whether the arbitration will be conducted: (i) solely on the basis of documents submitted to the arbitrator; (ii) through a non-appearance based telephone hearing; or (iii) by an in-person hearing as established by the AAA Rules in the county (or parish) of your billing address. If the arbitrator finds that either the substance of your claim or the relief sought in the Demand is frivolous or brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)), then the payment of all fees will be governed by the AAA Rules. In that case, you agree to reimburse Dama for all monies previously disbursed by it that are otherwise your obligation to pay under the AAA Rules. Regardless of the manner in which the arbitration is conducted, the arbitrator must issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the decision and award, if any, are based. The arbitrator may make rulings and resolve disputes as to the payment and reimbursement of fees or expenses at any time during the proceeding and upon request from either party made within 14 days of the arbitrator’s ruling on the merits.
- No Class Actions. TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, YOU AND DAMA AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, unless both you and Dama agree otherwise, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of a representative or class proceeding.
- Modifications to the Arbitration Provision. If Dama makes any future change to this arbitration provision, other than a change to Dama’s address for Notice, you may reject the change by sending us written notice within 30 days of the change to Dama’s address for Notice, in which case your GrowFlow account will be immediately terminated and this arbitration provision, as in effect immediately prior to the changes you rejected, will survive.
- Consumer Protection Notice. Please note that, if you are a consumer, the limitations in these Terms are intended to be only as broad and inclusive as is permitted by the laws of your state of residence.
Last Edited on 2023-04-17