TERMS & CONDITIONS1. PRODUCT GUIDE LISTING SERVICESThe foregoing Contract concerns listing of products or services on the 420MEDIA, LLC “Cannaguide” (placeholder name), an online catalog and information resource of cannabis and cannabis-related products and services for consumers and businesses. The above-named business, heretofore referred to as Sponsor, wishes to list to list the abovenamed products and services in the 420MEDIA Canna Guide, heretofore referred to as Guide, and collectively referred to as the Parties, agree that Guide shall provide Sponsor with the elements of the agreed sponsorship package indicated on this Contract.2. LISTINGTimeline. 420MEDIA, LLC is working to launch the Guide on __________________, and product and services listings under this Contract will remain online for three months through midnight Eastern Time, __________________________.All materials required for Sponsor’s product or service listing or listings in the Guide must be received by Guide no later than the sooner of five (5) days from the Effective Date of this Contract or the close of business Eastern Daylight Time, ______________. Time is of the essence. Sponsor expressly acknowledges its understanding that if Sponsor does not respond in a timely manner to Guide’s requests for information or content, or otherwise fails to comply with this aforementioned Timeline, Guide shall be under no obligation whatsoever to have Sponsor’s product or service listings online by ______________________, and Sponsor further acknowledges that Guide is under no obligation whatsoever to extend the term of any product or service listing covered by this Contract beyond _________________________.ResponsibilitiesGuide. Except as otherwise described, Guide’s production team will handle all advertising, promotion and production details, including creating commercials and promotional content and the production of Guide listings.Sponsor. Sponsor will be responsible for providing all content required for the production of Guide listings, commercials and promotional activities per the above referenced Timeline. Sponsor will be responsible for creating and/or licensing and securing all rights to fully use as contemplated by this Contract all the content to be used in Sponsor’s product or service listing in the Guide, and/or any advertising and promotion add-on services per this Contract. Guide reserves the right, but has no obligation, to review Sponsor’s proposed product or service listing, or advertising content prior to production.3. MARKETING AND PROMOTIONMarketing Program Implementation/CAN-SPAM Compliance.The Parties agree that they shall each carry out any marketing activities hereunder in accordance with all applicable laws and regulations including, without limitation, all applicable laws and regulations concerning privacy, unsolicited e-mail and data protection of the U.S. (including the CAN-SPAM law) and any applicable foreign country. To the extent that Sponsor plans to conduct its own e-mail marketing concerning its participation in the Guide or add-on services under this Contract, it shall so advise Guide in order to obtain Guide descriptions and website links appropriate to Sponsor’s product or service listing(s).4. PAYMENTPayment of fees is due immediately upon acceptance of this Contract.Total fees due:5. CANCELLATIONSponsor may cancel this Contract for any reason within seven (5) days of Sponsor’s acceptance of this Contract, provided that the fifth day is prior to _____________________. If cancellation notice is received after seven (7) days from Sponsor’s acceptance of this Contract, or if any creative work under this Contract has commenced, Sponsor shall be responsible for 100% of the Fee’s due as agreed-to in this Contract as a liquidated damages fee. Guide will submit an invoice to Sponsor for any still unpaid amounts due as a liquidated damages fee after receiving in writing Sponsor’s cancellation request and any payment will be due to Guide as specified in this Contract. Sponsor acknowledges that due to the unique nature and limited availability of Guide’s launch sponsorship packages that the amounts set forth in this Section 5 represent an agreed measure of compensation for the costs to Guide (including but not limited to Guide’s time, labor costs, and lost revenue opportunity), and are not to be construed as a forfeiture or penalty.6. RESERVATION OF RIGHTSGuide reserves the right to change the launch date Guide, and to change the organization of Guide, in Guide’s sole discretion as to what is best for the Guide service. Guide reserves the right (but has no obligation) to review the content or material to be provided by Sponsor for use in its product or service listing(s), advertising or promotion, and to reject or remove any content or other material presented by Sponsor if Guide reasonably views such content as potentially obscene, derogatory, unlawful, violative of any third party’s rights, or otherwise objectionable.7. LICENSE TO USE CLIENT’S TRADEMARKS AND CONTENTSponsor hereby grants to Guide a non-exclusive, worldwide, royalty-free license, solely in connection with the development, production, marketing, promotion and presentation of Sponsor’s product or service listing(s) in the Guide: (i) to use, reproduce, digitize, publish, display and distribute materials incorporating Sponsor’s designated trademarks or service marks; and (ii) to use, reproduce, digitize, prepare derivative works of, publish, display, transmit and otherwise broadcast any and all content and other materials displayed or otherwise provided in Sponsor’s or otherwise furnished by or for Sponsor to the Guide for product or service listing(s) or additional advertising and promotional opportunities under this Contract. Sponsor further grants to Guide permission to use Sponsor’s brand name and logo as a customer of Guide in the promotion of Guide’s networks and business. Such use may include the naming of Sponsor or display of logo in press releases, website, sales presentations and other marketing activities.8. TERM; TERMINATIONThis Contract shall commence on the Effective Date and will remain in effect until _______________________, unless earlier terminated by either party as permitted herein. Guide may terminate this Contract if Sponsor breaches this Contract, which breach is either not cured within five (5) business days after receipt of notice of such breach from Guide or is incapable of being cured. Either party may terminate this Contract on written notice if the other party becomes subject to any bankruptcy law and/or if the business of such other party is placed in the hands of a receiver, or trustee in bankruptcy, whether by voluntary act of such party or otherwise.9. INDEMNITYSponsor shall indemnify and hold harmless Guide, its directors, officer, employees and agents from and against all claims, losses, damages, liabilities, costs or expenses, including reasonable attorneys’ fees with respect to any third party claim against Guide to the extent arising out of (i) Sponsor’s breach of this Contract; or (ii) content or any other materials supplied by or on behalf of Sponsor for product or service listing(s) in the Guide, the advertising and promotion to which this Contract applies, or in e-mail marketing sent by Sponsor related to the advertising or promotion of Guide, if any, or otherwise provided to the Guide for inclusion for any marketing and promotion purpose.10. DISCLAIMERExcept as expressly set forth in this Contract, neither party makes any other warranty with respect to any subject matter of this Contract, and each party hereby disclaims all implied warranties, including without limitation the warranties of non-infringement, merchantability for a particular purpose. Neither party shall be liable to the other party for any indirect, incidental, consequential, special, exemplary, or punitive damages arising out of this Contract or its termination, or the breach of any of its provisions, whether for breach of warranty or any obligation arising there from or otherwise, whether liability is asserted in contract or tort (including negligence and strict product liability), and irrespective of whether the Parties have been advised of the possibility of any such loss or damage or any remedy specified in this Contract fails of its essential purpose. The Parties agree that, for the purposes of this provision, direct damages under this Contract shall include any damages resulting from breaches of Section 3.11. NO JOINT VENTUREIt is understood and agreed that Guide is an independent contractor, and nothing contained in this Contract is intended, or shall be construed or deemed, to create a partnership, joint venture or agency relationship between the Parties. Except as expressly provided herein, neither party shall have any right or power to bind the other or to assume or create any obligation for, on behalf of, or in the name of the other party.12. NOTICESAny notice under this Contract must be in writing and will be deemed given when delivered personally, or in an Adobe Acrobat PDF file sent by email or sent by facsimile transmission accompanied by simultaneous first class mail or by air mail, postage prepaid, or by overnight courier, to Sponsor at the address listed above and to Guide as follows (or such other address as either party shall have communicated to the other in accordance with the provisions of this paragraph): 420MEDIA, PO Box 2055, Lake Oswego, OR 97035.13. FORCE MAJEURENeither party shall be liable by reason of any failure or delay in the performance of its obligations hereunder (except for the payment of money) on account of strikes, fires, flood, storms, acts of G-d, war, government action, terrorism, power outages or any other cause beyond the reasonable control of such party.14. GOVERNING LAWThis Contract will be governed by and construed in accordance with the laws of the State of Arizona and Maricopa County, without giving
effect to its conflicts or choice of law rules.15. ENTIRE AGREEMENT; MISCELLANEOUSThis Contract sets forth the entire agreement between the parties and supersedes any and all prior written or oral statements, discussions, communications and agreements between them with respect to the subject matter hereof. This Contract may not be modified except in writing signed by the party to be charged with such modification, except that the parties may modify the Timeline by mutual agreement in writing. This Contract, and any rights or obligations hereunder, may not be assigned by either party without the prior written consent of the other party. This Contract is binding upon and will inure to the benefit of the parties and their respective successors and permitted assigns. This Contract may be signed by Adobe Acrobat PDF, with such PDF file being deemed an original for all purposes. Payment of fees under this Contract by Sponsor will have the effect of a signature by Sponsor.EXECUTION & PAYMENTUpon receipt of this order form, Guide will review your order and issue you an invoice for the total amount due. It is understood that this order form will become a binding contract, hereinafter referred to as the Contract, upon acceptance by Guide and is subject to the terms, conditions, rules and regulations contained herein. A copy will be returned to you indicating Contract acceptance. EITHER YOUR SIGNATURE OR PAYMENT OF ANY FEES WILL INDICATE YOU AGREE TO ABIDE BY THE RULES AND REGULATIONS DETAILED ON THE TERMS & CONDITIONS OF THIS AGREEMENT.Bank information: Payment is accepted by Credit Card, Paypal, Stripe, Zelle, ACH or wire transfer.