BudTender Terms and Conditions
Terms of Service
BudTender Terms of Service (“Terms”) These Terms may be updated from time to time as explained herein. We encourage you to refer to these Terms regularly to ensure your compliance. They can be found at www.trybudtender.com.
Acceptance of Terms
Please read these Terms carefully before using www.trybudtender.com (the “Website”) or the products or services offered by BudTender (the “Services”). These Terms take effect when you click an “I Accept” button or checkbox presented with these Terms or when you use any of the Services or Website, whichever occurs first. You represent to us that you are lawfully able to enter into contracts (e.g., you are not a minor). If you are agreeing to these Terms on behalf of an entity, you represent to us that you have legal authority to bind that entity. For purposes of these Terms, “you” means you and the entity you represent and also refers to any person accessing the Services by any method on your behalf.
Description of BudTender Services
BudTender, LLC (“we” or “us”) provides two types of Services:
“Subscription Services”, which are the series of proprietary computer software programs developed by us as delivered to you that facilitate and automate the process of conducting surveys, polls, intercepts, and reports (“Software”), products and related systems, security, updates and improvements thereto, and support services accessed by you using a web browser and the Internet. Subscription Services are specified in a valid ordering document executed by you and BudTender (an “Order”) and are purchased on an annual or multi-year basis as set forth in an Order; and
“Professional Services”, which are Services other than Subscription Services that we perform or provide, including the development and delivery of certain deliverables (“Deliverables”) specified in an Order. Professional Services are purchased on a project basis.
For purposes of these Terms, data includes all survey responses, reports, and any other information input or generated on your behalf in connection with the Services (“Data”).
Subject to your compliance with these Terms and your payment of any applicable fees, effective upon the execution of an applicable Order, BudTender grants you a non-exclusive, non-transferable, royalty-free, revocable license to use the Services for your own internal business purposes.
BudTender may make modifications to the Services at any time in its sole discretion.
You will pay us those fees and charges specified on the applicable Order. You are responsible for all applicable taxes on the fees and charges paid by you, including any and all sales, use, and value-added taxes, but not any taxes imposed on BudTender’ income.
You are responsible for paying any fees you incur for exceeding limits on responses or users or otherwise on your account.
You own all right, title, and interest in all Data. Except as provided in the following paragraph, all such Data are deemed Confidential Information (defined below) and will not be used by BudTender for any purpose other than to perform its obligations under these Terms. You represent, warrant, and covenant that (i) you have obtained or you will obtain all consents necessary, and (ii) that you have appropriate legal bases under applicable data protection laws for using and processing the Data in accordance with these Terms.
You hereby grant to BudTender a non-exclusive, worldwide, royalty-free, fully paid up, sublicensable (directly and indirectly), transferable, perpetual, and irrevocable license to anonymize and aggregate the Data and use such anonymized and aggregated data (“Usage Data”) for our business purposes. We will own all right, title, and interest in Usage Data. Usage Data will not include personally identifiable information and will only be used on an aggregated basis with similarly anonymized data of other BudTender customers. Usage Data will not be considered your Confidential Information.
Use of the Services
The Services are designed to be used through a supported modern web browser and an Internet connection.
You are responsible for controlling access to your account, including by creating a strong password, protecting that password, and preventing unauthorized account usage.
You are responsible for creating backups of your Data.
If using the Services to email third parties, you will ensure that the third parties have validly consented to receive communications from you or you have a valid legal basis for contacting such third parties.
You are solely responsible and liable for all Data and the manner in which you collect or distribute Data to third parties. We reserve the right to remove any Data from our Service that we determine is in violation of these Terms. If Data contains personal data, including special categories of personal data or personal data related to criminal convictions and offences, related to EU citizens, you shall ensure that any such personal data is collected and processed in accordance with applicable data protection law, including the General Data Protection Regulation (“GDPR”).
We may suspend your account at any time without notice for conduct that violates these Terms.
You must comply with all applicable laws, rules, regulations, and guidelines, including those governing privacy, data protection, and spam. Spam includes unsolicited mass e-mail or other messages, promotions, advertising, or solicitations. You agree not to send email messages to any person that has opted out or otherwise objected to receiving messages from you or another sender on whose behalf you are acting. In plain words, you agree not to send spam.
If your use of the Services requires you to comply with specific regulations, you are solely responsible for such compliance, and you will not use the Services in a way that would subject us to those specific regulations without our prior written agreement.
You may not make the Services available to, or use the Services for the benefit of, anyone other than you or your users. User accounts cannot be shared by multiple individuals, and each individual should have their own user account to use the Services. A “user” means your employee or other personnel who has been issued an individual password or other secured means of accessing the Services on your behalf.
We and our licensors own all right, title, and interest in and to the Services as delivered, all related Software and technology, the Deliverables (which, for the avoidance of doubt, do not include Data), all of our content provided in connection with the Services, and any Services-related suggestions, ideas, enhancements, requests, feedback, and recommendations provided by you to BudTender. Nothing contained on this Website or these Terms should be construed as granting any license or right to use any trademark without our prior written permission.
Online support materials for the Subscription Services (“Online Information”) are included with the Subscription Services and are available at www.trybudtender.com. You will provide us with all information we reasonably request to enable us to verify and reproduce any errors you report. Certain of our employees may need to access Data to provide the Services. You hereby consent to such access to enable us to provide the Services, which access may include downloading a copy of Data solely for so long a necessary and thereafter deleting such copy.
To the extent allowed by law, you agree to indemnify and hold us, and if applicable, our licensors and affiliates and each of their officers, directors, employees, and agents harmless against any and all claims and expenses, including reasonable attorneys’ fees, arising from the use of the Services. This indemnification expressly includes your responsibility for any and all liability arising from the violation or infringement of copyrights, trademarks, or other proprietary rights and from the use of any libelous or unlawful material contained within your Data.
We reserve the right to suspend or terminate your use of the Website and the Services at any time (including by terminating any outstanding Order), without notice, if you are found in violation of these Terms.
Following any termination, BudTender will discontinue providing Services, and you will cease using Services. Within 30 days after the expiration or termination of each Order, you will pay to BudTender all outstanding undisputed fees due and owing as of the effective date of termination.
Limitations of Warranties
ALL SERVICES PROVIDED BY US HEREUNDER ARE STRICTLY ON AN “AS IS” BASIS. EXCEPT TO THE EXTENT PROHIBITED BY LAW, WE EXPRESSLY DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING IMPLIED WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, TITLE, AND MERCHANTABILITY, AND WE DO NOT MAKE ANY WARRANTIES, REPRESENTATIONS, OR COVENANTS WITH RESPECT TO ANY THIRD-PARTY CONTENT, EXPRESS OR IMPLIED.
Limitation of Liability
WE DISCLAIM ANY LIABILITY FOR DAMAGES CAUSED BY OUR SERVICES OR THE CONTENTS OF THIS WEBSITE, UNLESS DUE SOLELY TO OUR INTENTIONAL WRONGDOING. OUR AGGREGATE LIABILITY FOR ANY CLAIM OR DAMAGE ARISING OUT OF OR RELATED TO THE SERVICES OR WEBSITE SHALL NOT EXCEED THE FEES YOU HAVE PAID US IN THE 12-MONTH PERIOD UNDER THE APPLICABLE ORDER IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM. BUDTENDER SHALL ONLY BE RESPONSIBLE FOR DIRECT DAMAGES. IN NO EVENT SHALL WE BE LIABLE FOR LOST PROFITS, LOST DATA, INTERRUPTIONS OF BUSINESS, OR ANY SPECIAL, PUNITIVE, INCIDENTAL, EXEMPLARY, INDIRECT, OR CONSEQUENTIAL DAMAGES ARISING OUT OF THE USE OF OR INABILITY TO USE THIS WEBSITE OR THE SERVICES, REGARDLESS OF WHETHER WE HAVE NOTICE OF THE POTENTIAL FOR SUCH LOSS OR DAMAGE.
Entire Agreement: These Terms and any other relevant terms in an Order or in Service-Specific Terms constitute the entire agreement and understanding between you and us. If there is a conflict or contradiction between the provisions of these Terms and any Order, the Order will prevail. Any other terms, conditions, or policies from any other agreements, such as purchase orders, written communications, click-throughs, or oral communications, are null and void.
Assignment: You are not permitted to sublicense the Services or assign the license to third parties without our prior written permission.
Choice of Law and Forum: These Terms and any Order will be governed by the laws of the Province of Ontario and Canada without regard to conflicts of laws provisions thereof and without regard to the United Nations Convention on the International Sale of Goods or the Uniform Computer Information Transactions Act (UCITA). The exclusive jurisdiction and venue for actions related to the subject matter hereof shall be in the state and federal courts located in Toronto, Ontario, Canada, and both parties irrevocably consent to personal jurisdiction of such courts and waive all objections thereto.
Modifications to this Agreement: We may modify these Terms at any time by posting a revised version on this website (www.trybudtender.com) or by sending a message to the email address associated with your account. The modified terms will become effective upon posting or, if we notify you by email, as stated in the email message, whichever is earlier. By continuing to use the Services after the effective date of any modifications to these Terms, you agree to be bound by the modified terms. It is your responsibility to check this website regularly for modifications to these Terms. We last modified the Terms on the date listed at the end of these Terms.
Severability: If any of these provisions is held invalid, illegal, or unenforceable, such provision will be modified, if possible, to the minimum extent necessary to make it valid and enforceable, or if it cannot be so modified, then severed, and the remaining provisions will not be affected or impaired.
Waiver: Our failure to enforce strict performance of any provision hereof does not constitute a waiver of the right to subsequently enforce such provision.
Third Party Beneficiaries: Except for your indemnification obligations to the persons listed, these Terms create no rights for third-party beneficiaries.
Cumulative Remedies: Except as expressly set forth herein or in any Order, the rights and remedies provided hereunder are cumulative and are in addition to and not in substitution for any other rights and remedies available at law, in equity, or otherwise.
Construction: Unless the context requires otherwise, as used herein, (a) the words “include,” “includes,” and “including” are deemed to be followed by the words “without limitation,” (b) the word “or” is not exclusive, and (c) the words “herein,” “hereof,” “hereto,” and similar words refer to these Terms and any Orders entered into hereunder.
Disputes: Any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated or representative action. You and we each waive any right to a jury trial.