GreenLists Terms of Use

Last updated: August 1st, 2023

THESE TERMS OF USE INCLUDE YOUR AUTHORIZATION FOR GREENLISTS TO USE YOUR API KEY AND STATE TRACEABILITY SYSTEM INFORMATION TO PROVIDE YOU WITH THE SERVICES YOU REQUEST, AS MORE FULLY DESCRIBED IN OUR PRIVACY POLICY. WE DO NOT SELL OR SHARE SUCH INFORMATION WITH UNAFFILIATED THIRD PARTIES. WE SHARE THE MINIMUM INFORMATION NECESSARY WITH OUR SERVICE PROVIDERS TO PROVIDE SUCH SERVICES.

These Terms of Use ("Terms") are a legally binding contract between you and Block Listing Technologies, LLC d/b/a GreenLists (collectively "GreenLists", "we", "us", or "our") regarding your ("you" or "User") use of the GreenLists network of websites, including the website located at GreenLists.com (including any versions optimized for viewing on a wireless or tablet device); all email newsletters published or distributed by GreenLists; all apps published by GreenLists; and all other interactive features, services, and communications provided by GreenLists (collectively, "Sites"), however accessed and/or used, that are operated by us, made available by us, or produced and maintained by GreenLists. Additional terms and conditions may apply to your use of specific Services (as defined below). These Terms, together with GreenLists’s Privacy Policy (https://apply.greenlists.com/privacy-policy) which is hereby incorporated by reference, plus all updates, supplements, additional terms, and all of GreenLists’s rules and policies, collectively constitute the entire agreement between you and GreenLists.

In addition to the information or content, including without limitation text, graphics, photographs, images, moving images, sound, and illustrations made available on the Sites ("Content"), the Sites provide you with various tools to submit content and participate in managing your advertising activities online and other services (collectively, the "Services"). The GreenLists Services provide a platform to enable persons who are duly licensed by state and local government regulatory or licensing authorities (each a "Vendor" or "Retailer") to engage in business relating to the manufacture, distribution and/or sale of (the “Activities”) cannabis (marijuana) and/or hemp-derived materials (the “Products”) in the states in which GreenLists renders its services or maintains a presence, including Colorado (such list as may be amended or supplemented from time to time, the “GreenLists Service Area”) to create advertisements, to display products to other entities who operate in the GreenLists Service Area, and are licensed to purchase said products.

BY USING OUR SITE OR BY CLICKING TO AGREE TO THESE TERMS WHEN THIS OPTION IS MADE AVAILABLE TO YOU, YOU ARE AGREEING TO THE TERMS AND PRACTICES IN THESE TERMS. IF YOU DO NOT AGREE TO THESE TERMS, PLEASE DO NOT USE THE SITES OR SERVICES AND EXIT IMMEDIATELY. WE RESERVE THE RIGHT TO MODIFY OR AMEND THESE TERMS 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.

BY ACCESSING THE SITE AND/OR PARTICIPATING IN THE SERVICES, YOU AGREE THAT YOU HAVE ALL NECESSARY RIGHTS, LICENSES AND AUTHORITY TO ENTER INTO THESE TERMS, TO BE LEGALLY BOUND BY THESE TERMS, AND ARE AUTHORIZED TO BIND THE ENTITY YOU ARE USING THE SITE AND/OR SERVICES ON BEHALF OF. IF YOU DO NOT AGREE TO THE TERMS AND CONDITIONS STATED HEREIN, PLEASE IMMEDIATELY LEAVE THE SITE.

1. Access to the Sites and Services.

The Sites and Services are offered and available to you if you meet the following requirements. By accessing the Site or Service, you represent and warrant that:

  • You are a United States resident 21 years of age or older;

  • You or your business is a Vendor and/or Retailer licensed by state and local government regulatory or licensing authorities in the GreenLists Service Area relating to the Activities and the Products;

  • You or your business have obtained any and all additional authorizations, approvals, consents, licenses or permits required by respective local government regulatory or licensing authorities in the GreenLists Service Area relating to the Activities and the Products; and

  • You are located within the GreenLists Service Area or otherwise located in a jurisdiction where your access to our Sites is not prohibited.

  • You or your business maintain an active account in good standing with a third-party RFID seed-to-sale tracking system (i.e. METRC, BioTrackTHC).

    GreenLists makes no promise, however, that the Sites or Services available on the Sites are appropriate or available for use outside of the GreenLists Service Area including in territories where its contents are illegal or prohibited. If you choose to access the Sites from locations outside of the GreenLists Service Area, you do so at your own risk. It is your responsibility to ascertain and obey all applicable local, state, federal and international laws (including minimum age requirements) regarding Services that you subscribe to on these Sites. We are not responsible for non-compliance with any applicable law or any resulting civil and criminal penalties.

2. Compliance with Cannabis Law. Vendors and Retailers will comply with all applicable laws and regulations in relation to the Activities and the Products, as such may be amended from time to time, of the jurisdictions in which they operate. GREENLISTS PROVIDES DIGITAL ADVERTISING SERVICES TO VENDORS AND RETAILERS ENGAGED IN THE ACTIVITIES IN RELATION TO THE PRODUCTS WITHIN THE GREENLISTS SERVICE AREA. GREENLISTS DOES NOT ITSELF POSSESS A LICENSE FROM ANY STATE TO ENGAGE IN THE ACTIVITIES RELATING TO THE PRODUCTS. WHILE GREENLISTS MAY FACILITATE CONNECTIONS BETWEEN A BUYER AND VENDOR, OR DELIVERY OF PRODUCTS, GREENLISTS DOES NOT ITSELF TRANSACT SALES OF ANY SUCH PRODUCTS, AND GREENLISTS IS NOT A RETAILER, SUPPLIER, RESELLER, DISTRIBUTOR, AGENT, REPRESENTATIVE OR SUBCONTRACTOR OF ANY VENDOR OR RETAILER. GREENLISTS OFFERS ADVERTISING, INFORMATION, AND ONLINE LEAD GENERATION TOOLS; IT IS UP TO INDEPENDENT VENDORS AND/OR RETAILERS TO OFFER PRODUCT LISTINGS AND ADVERTISEMENTS, WHICH MAY BE ARRANGED BY YOU THROUGH THE USE OF THE SERVICES. ANY DECISION BY YOU OR ANOTHER GREENLISTS USER TO CONDUCT BUSINESS WITH A VENDOR OR RETAILER IS A DECISION MADE BY YOU IN YOUR SOLE DISCRETION OR ANOTHER USER'S SOLE DISCRETION. GREENLISTS’ SITES OFFER INFORMATION AND THE ABILITY TO CONNECT VENDORS AND RETAILERS WITH EACH OTHER, BUT GREENLISTS DOES NOT INTEND TO PROVIDE SUPPLIER, RETAILER, OR DISTRIBUTION SERVICES OR ACT IN ANY MANNER AS A VENDOR OR RETAILER. FURTHERMORE, GREENLISTS ALSO DISCLAIMS ALL RESPONSIBILITY OR LIABILITY FOR ANY SALE OF PRODUCTS VOLUNTARILY PROVIDED TO YOU BY SUCH VENDORS. GREENLISTS FURTHER DISCLAIMS ANY AND ALL RESPONSIBILITY OR LIABILITY FOR TRANSACTIONS WHICH OCCUR BETWEEN ENTITIES WHICH ARE OR ARE NOT LICENSED BY THE GREENLISTS SERVICE AREA TO BUY OR SELL ANY OF THE PRODUCTS IN THE MANNER CONTEMPLATED HEREIN. THE POSSESSION, DISTRIBUTION, PRODUCTION, OF THE PRODUCTS OR RELATED PRODUCTS OR CONSPIRING OR ASSISTING SOMEONE TO DO THE SAME IS ILLEGAL UNDER FEDERAL LAW AND THE LAWS OF MANY STATES.

  1. Authorization to use our Services. Upon your creation of a GreenLists account ("Account"), Users shall provide GreenLists with any requested license and permit information with respect to applicable state and local laws within the GreenLists Service Area, including but not limited to, License Number, License Type, Issue Date, Expiration Date, and seed-to-sale User API Key. Users shall immediately notify GreenLists of any change in the status of their legal authorization or licensing, including the expiration, suspension, cancellation, revocation, nonexistence, or invalidation of any license to which the User or an affiliate thereof is or should be subject under the applicable laws of the GreenLists Service Area, including any state or local laws and/or regulations or administrative guidance issued thereunder (the “Laws”). All users shall immediately notify GreenLists of any warnings, orders, penalties, and sanctions received from any state or local government regulatory or licensing authority in the United States related to non-compliance with any of the Laws, and any disciplinary actions, inspections, suspensions or cancellations of any related authorization, approval, consent, license, or permit held by Users or affiliates. Users are solely responsible for authorizing and granting access to its employees and agents who will have access to the Site and use the Services on its behalf and be able to act for and bind the User. Users shall be responsible for the acts and decisions made by their employees when they use the Services or access our Sites. GreenLists will rely on the acts, consents, and agreements of each User when they utilize the Services. Each User agrees to immediately notify GreenLists of any employee or agent whose access or authorization to act on behalf of such User is suspended or revoked.

  2. THE PRODUCTION, SALE, POSSESSION AND USE OF MARIJUANA IS ILLEGAL IN THE UNITED STATES UNDER THE CONTROLLED SUBSTANCES ACT (“CSA”). MARIJUANA IS CURRENTLY CLASSIFIED AS A SCHEDULE I CONTROLLED SUBSTANCE UNDER THE CSA. THE U.S. SUPREME COURT HAS CONFIRMED THAT THE U.S. FEDERAL GOVERNMENT HAS THE RIGHT TO REGULATE AND CRIMINALIZE MARIJUANA, INCLUDING FOR MEDICAL PURPOSES, AND THAT U.S. FEDERAL LAW CRIMINALIZING THE USE OF MARIJUANA PREEMPTS STATE LAWS THAT LEGALIZE ITS USE. WHILE THE PURCHASE AND SALE OF MARIJUANA AND/OR HEMP IS CURRENTLY LEGAL UNDER LAWS OF THE STATES IN GREENLISTS SERVICE AREAS, THEY ARE SUBJECT TO CHANGE AND THE SALE AND POSSESSION OF MEDICAL AND RECREATIONAL MARIJUANA MAY REMAIN ILLEGAL UNDER U.S. FEDERAL LAW. YOU CONTINUE TO BE AT RISK OF BEING PROSECUTED BY U.S. FEDERAL AUTHORITIES. FURTHER, THE LANDSCAPE IN THE CANNABIS INDUSTRY CHANGES RAPIDLY. WHAT PREVIOUSLY WAS THE LAW MAY NOT BE THE LAW TODAY OR IN THE FUTURE. THIS MEANS THAT AT ANY TIME THE U.S. FEDERAL LAW, OR THE APPLICABLE LAWS OF THE GREENLISTS SERVICE AREA, CAN CHANGE OR THAT THE U.S. FEDERAL GOVERNMENT CAN SUPERSEDE THESE LAWS AND/OR TAKE PROSECUTORIAL ACTION. BY USING THE SITE OR SERVICE, YOU AGREE TO THE FOREGOING AND TAKE FULL RESPONSIBILITY FOR COMPLIANCE WITH THE CSA AND ALL APPLICABLE FEDERAL AND STATE LAWS. GREENLISTS IS NOT RESPONSIBLE FOR ANY CIVIL OR CRIMINAL CHARGES AGAINST YOU ARISING FROM YOUR NONCOMPLIANCE.

  1. GREENLISTS DOES NOT ALLOW TRANSACTIONS RELATED TO THE PRODUCTS TO BE CONDUCTED ON THE SITE. YOU ASSUME ALL CRIMINAL AND CIVIL RISK RELATED TO ANY PROPOSED TRANSACTION ADVERTISED ON THE SITE. YOU ARE RESPONSIBLE FOR ENSURING THE LEGALITY OF ANY TRANSACTIONS WITH USERS THA T YOU COMMUNICA TE WITH ON THE SITE.

  2. Fees and Payments for Advertising and Tool Based Services. GreenLists offers a range of fees and plans for GreenLists Services (“Fees”). Each plan includes an outline of the Services offered. You will select your plan as part of your registration for the Services, which may begin with a free trial. Each billing period for a plan will be based on the services used and the preferred billing cycle. If no billing cycle is preferred, the default billing cycle is monthly and the cycle starts the first of every month. As an express condition of your use of and access to the Services, you agree to pay all Fees applicable to your plan. If you participate in a free trial period, you must cancel your Account by the end of the free trial period to avoid incurring charges. If you do not cancel the Account, you authorize GreenLists to charge you for the cost of the plan selected. You can cancel your plan at any time. You will receive an upcoming renewal reminder email three days before your plan renews each month. If you choose to change your order or cancel your plan, you can do so from your Account page or by emailing us at support@GreenLists.com. Your plan will continue until you cancel.

  3. Returns and Refunds.

a) By using the Services, you understand and agree that (i) it may take more than 60 days for GreenLists to receive notice of a return or reversal of a transaction and for GreenLists to exercise any of our rights granted or reserved under these Terms, and (ii) GreenLists is not responsible for any returns or refunds of purchase price or product if you are not satisfied with your purchase. You agree to maintain a sufficient balance in your linked credit card or bank account to satisfy all Fees, including returns, reversals, and associated fees, including without limitation listing and logistics fees, and to add funds immediately if GreenLists notifies you that your funds in your account are insufficient. GreenLists reserves the right to recover all outstanding amounts due to GreenLists.

b) If, for any reason, you as a purchaser of a Product (“Buyer”) are not satisfied with the Product and you reject delivery of such Product, your sole recourse for a refund of the purchase price or other fees (e.g., separately arranged transport) is to the Vendor of such Product. GreenLists disclaims any and all responsibility for refunds to Buyers for transactions facilitated through the Services. If a Vendor allows a refund to a Buyer and provides proof of same to GreenLists, Vendor may receive a refund of the Fees paid to GreenLists related to such purchase, except for delivery and logistics fees which are non-refundable. If you sell a Product through the Services and the Buyer rejects that Product, GreenLists may, in its sole discretion, provide seller a credit towards future listing Fees in lieu of a cash refund.

8.   Site Access License and Restrictions.

GreenLists grants you a limited, revocable, non-exclusive, non-transferable license to access and use the Sites or their Content solely for their intended purpose. You are not allowed to modify all or any portion of the Sites and their Content. This license does not include any right to authorize third party use of the Sites or their contents; any collection and use of any Content, descriptions, any derivative use of the Sites or their contents; or any use of data mining, robots, or similar data gathering and extraction tools. The Sites and/or any portion of the Sites may not be reproduced, sold, resold, visited or otherwise exploited for any commercial purpose without GreenLists’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 GreenLists, 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 the Sites or any activities conducted on the Sites; or (iii) bypass any measures we may use to prevent or restrict access to the Sites. Any unauthorized use automatically terminates the permissions and/or licenses granted by us to you.

  1. Fees. During the term of this Agreement, you will pay GreenLists the listing, logistics, advertising, or related Fees, if any, specified on the Site, in your Account, or in your Registration Form (the "Forms"), and any other Fees for the Sites or Services. GreenLists may modify the Fees at any time with or without notice to you. You will pay GreenLists the Fees in U.S. funds at the moment of service or other mutually agreed process depending on the Services you use. If you fail to pay the Fees within 7 days of the due date, your credit card is rejected, or GreenLists otherwise does not receive payment, GreenLists may impose a late fee, suspend the Service, or both, in its discretion. When you provide bank card information, account numbers or other information necessary to facilitate payment to us or our vendors, you represent to us that you are the authorized user of the bank card or bank account(s) that is used to pay for the Products and services. In the event legal action is necessary to collect on balances due, you agree to reimburse GreenLists and its vendors or agents for all expenses incurred to recover sums due, including attorneys’ fees and other legal expenses. You are responsible for purchase of, and payment of charges for, all Internet access services, and telecommunications services needed for use of the Sites. The Forms are incorporated herein by reference, and the Forms shall be construed in accordance with and shall be governed by the Agreement including these Terms and Conditions. GreenLists may also earn Fees or derive revenue via affiliates or third-party services offered from or through your use of the Sites.

  2. Privacy. Data collection and use, including data collection and use of Personal Information and Business Data (as below) is governed by GreenLists’s Privacy Policy. Please read GreenLists’s Privacy Policy as its terms are important to use and your use of the Services.

  3. Electronic Communications. When you visit or use the Sites 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, telephone, SMS text message, 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 the Sites 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 account with GreenLists 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, and as set forth in GreenLists’s Privacy Policy.

  4.  Copyright and Ownership. In accessing the Sites and Services, you may post your own Content on our Sites including photos and other information about your Products and services, (your "User Submissions"). All the Content (other than User Submissions) featured or displayed on the Sites or as part of the Services is owned by GreenLists, 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. The Sites and the Services may only be used for the intended purpose for which such Sites and Services are being made available. Except as may be otherwise indicated in specific documents within the Sites or as permitted by copyright law, you are authorized to view and play copyrighted documents, audio and video found on our Sites solely for the purposes intended by GreenLists. 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 the Services from GreenLists. Except with respect to Content submitted by you or as permitted by copyright law, you may not modify any of the materials on the Sites and you may not copy, distribute, transmit, display, reproduce, publish, license, create derivative works from, transfer or sell any information or work contained on the Sites. Except as authorized under the copyright laws, you are responsible for obtaining permission before reusing any copyrighted material that is available on the Site. You shall comply with all applicable domestic and international laws, statutes, ordinances, and regulations regarding your use of the Sites and Services. The Sites, Services, Content, and all related rights shall remain the exclusive property of GreenLists or its licensors unless otherwise expressly agreed. You will not remove any copyright, trademark or other proprietary notices from material found on these Sites.

  5. License. When you post a User Submission, you 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 the Sites, to promote and market the Sites 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. By creating an Account, you grant GreenLists a limited, non-exclusive, non-transferable, royalty-free right to publicly display your company name, logo, including any trademarks thereof, if applicable, for the sole purpose of promoting our Services. Subject to the terms and conditions herein, you may also provide data about your company’s inventory, transaction information, and Product information, including but not limited to your business’s login to any required state or other government traceability system (“Business Data”), and in so doing you expressly grant us and our affiliates and service providers, and each of their and our respective licensees, successors, and assigns a non-exclusive, royalty- free, worldwide, sublicensable, transferrable license to use, reproduce, modify, perform, display, distribute, and otherwise disclose to third parties any such material for the limited purpose of providing you the Services you request, as more fully set forth in our Privacy Policy. You represent and warrant that you own or control all rights in and to the Business Data and have the right to grant the license granted above to us and our affiliates and service providers, and each of their and our respective licensees, successors, and assigns.

  1. Trademarks/No Endorsement. All trademarks, service marks and trade names of GreenLists or its licensors used herein (including but not limited to the GreenLists name, GreenLists corporate logo, the Sites’ name(s), the Sites’ design, and any logos) (collectively "Marks") are trademarks or registered trademarks of GreenLists or its affiliates, partners, vendors, or licensors. You may not use, copy, reproduce, republish, upload, post, transmit, distribute, or modify GreenLists’s trademarks in any way, including in advertising or publicity pertaining to distribution of materials on the Sites, without GreenLists’s prior written consent. The use of Marks on any other web site or network computer environment is not allowed. You shall not use GreenLists’s name or any language, pictures or symbols which could, in GreenLists’s judgment, imply GreenLists’s endorsement in any (i) written or oral advertising or presentation, or (ii) brochure, newsletter, book, or other written material of whatever nature, without prior written consent.

  2. All your User Submissions must comply with these Terms. You understand and acknowledge that you are responsible for any User Submissions you submit or contribute, and you, not the Company, have full responsibility for such content, including its legality, reliability, accuracy, and appropriateness. We are not responsible or liable to any third party for the content or accuracy of any User Submissions posted by you or any other user of the Website.

  3. Reservation of Rights. GreenLists 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 GreenLists’s intellectual property.

  4. Transactional Partners. GreenLists provides information about other companies' services and products within our Sites. If you engage with the other party, you are transacting directly with the other party. On those pages of our Sites, the transactional partner’s brand and name is clearly visible along with their terms and conditions relating to their business.

  5. User Conduct. 

You are prohibited from using the Sites 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 user of the Sites is expressly prohibited by these Terms. 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 these Terms, 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 participating in our Sites and Services, the immediate removal of the related materials, Content, or User Submission from the Sites and Services 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.

You will not, and shall not authorize any third party to: (a) access or use the Site or Service except as permitted by these Terms (b) attempt to circumvent any communication functionality on the Site or Service including, without limitation, controls designed to prevent off-service communication or to otherwise prevent manipulate or undermine the Services; (c) use the Site or Service to develop or market any product, software or service that is functionally similar to or derivative of the Service, or for any other purpose not expressly permitted herein; (d) alter, modify, debug, reverse engineer, decompile, disassemble, or otherwise attempt to derive or gain access to any software (including source code) associated with the Site or Service; (e) use any unauthorized robot, spider, scraper or other automated means to access the Site or Service or engage in any scraping, data-mining, harvesting, data aggregating or indexing of the Site or Service; (f) use the Site or Service to store or transmit any virus, worm, trap door, time bomb, trojan horse or other harmful or malicious code, file, script, agent or program designed to permit unauthorized access to, erase, or otherwise harm a party’s software, hardware, systems or data; (g) use the Site or Service in any way in violation of law, any third party’s agreements, or in any way that misappropriates or violates any party’s intellectual property rights, proprietary rights, rights of publicity, rights of privacy or any other legal rights protecting data, information or intangible property throughout the world, including, without limitation, any copyrights, trademarks, service marks, trade secrets, patent rights, moral rights, sui generis rights in databases or contract rights; or (h) upload or transmit to the Site or Service software viruses or any other computer code, files or programs designed to interrupt, destroy, limit the functionality of any computer software or hardware or telecommunications equipment in the Site or Service.

You may not submit User Submissions that result from any activity that: (i) may create a risk of harm, loss, physical or mental injury, emotional distress, death, disability, disfigurement, or physical or mental illness to you, to any other person, or to any animal; (ii) may create a risk of any other loss or damage to any person or property; or (iii) may constitute a crime or tort. You agree that you have not and will not engage in any of the foregoing activities in connection with producing your submission. Without limiting the foregoing, you agree that in conjunction with your submission, you will not inflict emotional distress on other people, will not humiliate other people (publicly or otherwise), will not assault or threaten other people, will not enter onto private property without permission, will not impersonate any other person or misrepresent your affiliation, title, or authority, and will not otherwise engage in any activity that may result in injury, death, property damage, and/or liability of any kind.

In connection with User Submissions, you further affirm, represent and warrant the following: (i) You have obtained all consents, and possess all copyright, patent, trademark, trade secret and any other proprietary rights, or the necessary licenses thereto, to grant the license in Section 13; (ii) if necessary you have the written consent of each and every identifiable natural person in the User Submission to use such persons name or likeness in the manner contemplated by the Website and these Terms, and each such person has released you from any liability that may arise in relation to such use; (iii) you are not, and have not been an agent of GreenLists and were not and are not acting on behalf of, or as a representative of, GreenLists or any other party in connection with the User Submission; (iv) the User Submission and GreenLists’s use thereof as contemplated by these Terms and GreenLists’s Sites will not infringe any rights of any third party, including but not limited to any Intellectual Property Rights, privacy rights and rights of publicity; and (v) you are solely responsible for ensuring that all Products marketed for sale on the Site shall be property insured beginning with the time the same are listed for sale on the Site, and continuing through the culmination of sale. If requested by us or by another User, you shall provide evidence of such insurance in a timely manner, but in no event to exceed three (3) business days from the receipt of such request.

GreenLists will reject any submissions in which GreenLists believes, in its sole discretion, that any such activities have occurred. If notified by a user of a submission that allegedly violates any provision of these Terms, GreenLists reserves the right to determine, in its sole discretion, if such a violation has occurred, and to remove any such submission from the Sites at any time and without notice.

User Submissions do not represent the views of GreenLists or any individual associated with GreenLists, and we do not control this Content. In no event shall you represent or suggest, directly or indirectly, GreenLists’s endorsement of user published Content. We are under no obligation to monitor, edit, or control User Submissions that you or other users post or publish, and will not be in any way responsible or liable for User Submissions or any failure to review or act upon User Submissions. GreenLists may, however, at any time and without prior notice, screen, remove, edit, or block any User Submissions that in our sole judgment violates these Terms or is otherwise objectionable. To the fullest extent allowed under applicable law, you agree to waive, and do waive, any legal or equitable right or remedy you have or may have against GreenLists with respect to User Submissions. If notified by a user or content owner that User Submissions allegedly does not conform to these Terms, we may investigate the allegation and determine in our sole discretion whether to remove the User Submissions, which we reserve the right to do at any time and without notice. GreenLists does not vouch for the accuracy or credibility of any user published Content on our Sites or User Submissions published through our Services, and does not take any responsibility or assume any liability for any actions you may take as a result of reviewing any such user published Content or User Submission. Through your use of the Sites and Services, you may be exposed to Content that you may find offensive, objectionable, harmful, inaccurate, or deceptive. By using our Site and Services, you assume all associated risks.

 

  1. User Account Obligations and Security.

    You understand that you will need to create an Account to have access to all of the parts of the Sites and to the Services. In consideration of your use of the Sites and Services, you will: (a) provide true, accurate, current and complete information about yourself and your business as prompted by the account registration pages, including but not limited to any related license information with respect to applicable state, local, federal law and related regulations and User API keys (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 GreenLists has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, GreenLists reserves the right, in its sole discretion to suspend or terminate your Account and refuse any and all current or future use of the Sites (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 may not share your Account information or your username and password with any third party or permit any third party to logon to the Sites 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 Sites. 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.

  2. Advertising Rights.

    GreenLists reserves the right to sell, license and/or display any advertising, attribution, links, promotional and/or distribution rights in connection with your User Submissions, and GreenLists and its licensors or affiliates will be entitled to retain any and all revenue generated from any sales or licenses of such advertising, attribution, links, or promotional or distribution rights. Nothing in these additional terms obligates or may be deemed to obligate GreenLists to sell, license or offer to sell or license any advertising, promotion, or distribution rights.

21. Third Party Resources.

Creating or maintaining any link from another web site to any page on the Site without our prior written permission is prohibited. Any permitted links to the Site must comply will all applicable laws, rules, and regulations. From time to time, the Sites or Services may contain links to websites that are not owned, operated, or controlled by GreenLists or its affiliates. All such links are provided solely as a convenience to you. If you use these links, you will leave the Sites. Neither we nor any of our respective affiliates are responsible for any content, materials or other information located on or accessible from any other website. Neither we nor any of our respective affiliates endorse, guarantee, or make any representations or warranties regarding any other websites, or any content, materials or other information located or accessible from any other websites, or the results that you may obtain from using any other websites. If you decide to access any other websites linked to or from this Sites, you do so entirely at your own risk. Any links that direct you away from the Service to outside websites, including those of Vendors and Retailers, available on the Site or any integration with outside software, including but not limited to state traceability systems or software (all “Third-Party Resources”), are provided “as is” without warranty of any kind, either expressed or implied and such Third-Party Resource is to be used at your own risk. The use of the Third-Party Resources is at your own discretion and risk and with agreement that you will be solely responsible for any damage to your computer system or loss of data that results from such activities. You are solely responsible for the accuracy and adequate protection and backup of the data and equipment used in connection with any of the Third-Party Resources linked to or integrated with the Site or Service, and we will not be liable for any damages that you may suffer connection with downloading, installing, using, modifying, or distributing such Third-Party Resources. No advice or information, whether oral or written, obtained by you from us or from this website shall create any warranty for Third Party Resources. Additionally, we make no warranty that: (a) the Third Party Resources will meet your requirements; (b) the Third Party Resources will be uninterrupted, timely, secure or error-free; (c) the results from the use of the Third Party Resources will be effective, accurate or reliable; (d) the quality of the Third Party Resources will meet your expectations; or (e) if errors or problems occur in connection with a download of the Third Party Resources obtained from the links on this website, they will be corrected. The links to Third Party Resources and the related documentation made available on this website are subject to the following conditions: (a) the Third Party Resources could include technical or other mistakes, inaccuracies or typographical errors; (b) at any time without prior notice, we may make changes to the links pointing to Third Party Resources or documentation made available on the third-party’s website; (c) the Third Party Resources may be out of date, and we make no commitment to update such materials. In no event shall we be liable to you or any third parties for any special, punitive, incidental, indirect, or consequential damages of any kind, or any damages whatsoever, including, without limitation, those resulting from loss of use, lost data or profits, inaccurate data, or any liability, arising out of or in connection with the use of Third-Party Resources. When visiting or using these Third-Party Resources, you are subject to their privacy policies, and we encourage you to read them as well as any terms of use or service. If you decide to access any of the Third-Party Resources linked to or integrated with the Service, you do so entirely at your own risk and subject to the terms and conditions of use for such Third-Party Resources. We do not warrant that any Third-Party Resource will be compatible or interoperable with your computer or mobile device, or any hardware, software, equipment, or device installed on your computer or mobile device or used by you to access and use the Third-Party Resource. You acknowledge and agree that GreenLists shall have no liability to you for any losses suffered resulting from or arising in connection with accuracy, compatibility, or interoperability problems with Third Party Resources.

22. Disclaimers. YOUR USE OF THE SITES AND THE 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 GREENLISTS, 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 GREENLISTS, NOR ANY OF ITS AFFILIA TES 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 GREENLISTS OR THROUGH GREENLISTS SITES AND SERVICES WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.

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23. Limitations of Liability. GreenLists 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 GREENLISTS, 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 LIMIT A TION, 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 GREENLISTS 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 THE SITES OR ANY CONTENT OR SERVICES THEREON, YOU AGREE THAT YOUR SOLE REMEDY IS TO CEASE USING THE SITES. IN THE EVENT OF ANY PROBLEM WITH THE SERVICES THAT YOU HAVE SUBSCRIBED TO ON OR THROUGH THE SITES, YOU AGREE THAT YOUR SOLE REMEDY, IF ANY, IS TO SEEK A REFUND FOR SUCH SERVICES IN ACCORDANCE WITH THE GREENLISTS REFUNDS POLICY. IN NO EVENT SHALL GREENLISTS'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 LESSER OF (A) TEN DOLLARS (US $10.00) OR (B) THE VALUE OF YOUR FEES (IF ANY) FOR ACCESS TO THE SITES OR SERVICES.

  1. Indemnity. You agree to defend, indemnify and hold GreenLists 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, the Services or any Third Party Resources, or your placement or transmission of any message or information on this Sites by you or your authorized users; (ii) your violation of these Terms, 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 for damages that arise as a result of any User Submission that you provide to GreenLists; or (vi) any other party's access and use of the Sites with your unique username, password or other appropriate security code.

  2. Release. If you have a dispute with one or more other users of the Site or any Third-Party Resource integrated with or linked from the Site or included in the Services, you release GreenLists (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.

  3. Termination. We may suspend or terminate your Account or your use of the Sites or Services at any time, for any reason or for no reason. You are personally liable for any fees or charges incurred through your Account prior to termination. We may also block your access to our Sites or Services in the event (i) you breach these Terms; (ii) we are unable to verify or authenticate any information you provide to us; or (iii) we believe that your actions may cause financial loss or legal liability for you, our users or us.

  1. Force Majeure. GreenLists shall not be responsible for damages or for delays or failures in performance resulting from acts or occurrences beyond its reasonable control, including, without limitation: fire, lightning, explosion, power surge or failure, pandemic or epidemic, water, acts of God, war, revolution, civil commotion or acts of civil or military authorities or public enemies: any law, order, regulation, ordinance, or requirement of any government or legal body or any representative of any such government or legal body; or labor unrest, including without limitation, strikes, slowdowns, picketing, or boycotts; inability to secure raw materials, transportation facilities, fuel or energy shortages, or acts or omissions of other common carriers.

  2. General. All matters relating to the Sites, Services and these Terms and any dispute or claim arising therefrom or related thereto (in each case, including non-contractual disputes or claims), shall be governed by and construed in accordance with the internal laws of the State of Colorado.

29. Arbitration Agreement.

a) In the interest of resolving disputes between you and GreenLists in the most expedient and cost effective manner, you and GreenLists agree that every dispute arising in connection with these Terms will be resolved by binding arbitration, to the fullest extent permitted under applicable law. This Arbitration Agreement 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 GREENLISTS 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 or to seek payment for any Services provided by GreenLists; (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.

b) Arbitrator. To the fullest extent permitted under applicable law, any arbitration between you and GreenLists will be settled under the Federal Arbitration Act, 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 GreenLists.

c) 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”). GreenLists’s address for Notice is: 1942 Broadway St., STE 314C Boulder, CO 80302. 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 GreenLists may commence an arbitration proceeding. During the arbitration, the amount of any settlement offer made by you or GreenLists must not be disclosed to the arbitrator until after the arbitrator makes a final decision and award, if any.

d)  Fees. Any arbitration hearing will take place at a location to be agreed upon in Denver, Colorado, 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 GreenLists for all monies previously disbursed by it that are otherwise your obligation to pay under the AAA Rules. Regardless of the way 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.


e)  No Class Actions. TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, YOU AND GREENLISTS 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, 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; notwithstanding the foregoing Section 29.5, GreenLists alone may ask the arbitrator to join or claims with similar facts and legal issues in the interest of efficiency, which the arbitrator may choose to consolidate in its discretion. You agree not to contest any such request for joinder.

f) Modifications to the Arbitration Provision. If GreenLists makes any future change to this arbitration provision, other than a change to GreenLists’s address for Notice, you may reject the change by sending us written notice within 30 days of the change to GreenLists’s address for Notice, in which case your Account with GreenLists will be immediately terminated and this arbitration provision, as in effect immediately prior to the changes you rejected will survive.

g) Opt-Out Procedure. You can choose to reject this Arbitration Agreement by mailing us a written opt-out notice (“Opt-Out Notice”) in accordance with these Terms. For new users, the Opt-Out Notice must be postmarked no later than 30 days after the date you use the Service for the first time. You must mail the Opt-Out Notice to GreenLists at 1942 Broadway St., STE 314C Boulder, CO 80302. The Opt-Out Notice must state that you do not agree to the arbitration agreement and must include your name, address, phone number, and the email address(es) used to log in to the (s) to which the opt-out applies. You must sign the Opt-Out Notice for it to be effective. This procedure is the only way you can opt out of the arbitration agreement. If you opt out of the arbitration agreement, GreenLists will likewise not be bound by these arbitration provisions. All other terms of these Terms will continue to apply. Opting out of the Arbitration Agreement has no effect on any previous, other, or future arbitration agreements that you may have with us. GreenLists users who accepted a previous version of these Terms that included an arbitration agreement, and who did not timely opt out of that arbitration agreement, remain bound by the last arbitration agreement that they accepted. Upon receipt of a valid Opt-Out Notice, GreenLists will provide the opting out user with a copy of the arbitration agreement from the last version of the Terms that the user accepted, if any exists.

h) Enforceability. If the above Arbitration Agreement is found to be unenforceable, then the entirety of Section 29 will be null and void and, in that case, the parties agree that the exclusive jurisdiction and venue described in Section 28 will govern any action arising out of or related to these Terms.

30. Claims. To the fullest extent permitted under applicable law, no action arising out of, in connection with, or relating to these Terms shall be brought by you more than one (1) year after the accrual of the cause of action. This period shall not be extended for any reason, except by the written consent of both parties. All statutes or provisions of law which would toll or otherwise affect the running of the period of limitation are hereby waived, and no such statute or provision of law shall operate to extend the period limited in this paragraph, to the fullest extent permitted under applicable law.

  1. Service. We do not guarantee continuous, uninterrupted, or secure access to our Sites or Services, and operation of the Sites may be interfered with by numerous factors outside of our control. If any provision of these Terms is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced. You agree that these Terms and all incorporated agreements may be automatically assigned by GreenLists in our sole discretion. Headings are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section. Our failure to act with respect to a breach by you or others does not waive our right to act with respect to subsequent or similar breaches. Our failure to act with respect to a breach by you or others does not waive our right to act with respect to subsequent or similar breaches. These Terms and Conditions set forth the entire understanding and agreement between us with respect to the subject matter hereof. All provisions herein regarding Site Access License and Restrictions, Limitations of Liability, Indemnity, Releases, and any other terms that are intended to survive any termination of the customer relationship or use of the Services shall survive any termination or expiration of these Terms.

  2. Entire Agreement. These Terms are the entire agreement between you and GreenLists and supersede any prior understandings or agreements (written or oral).

  1. Additional Assistance. If you do not understand any of the foregoing Terms and Conditions or if you have any questions or comments and Concerns, we ask you to contact us at by email at: support@GreenLists.com.

  2. Copyright Notice. All Site design, graphics, text selections, arrangement and all software are Copyright © 2023 Block Listing Technologies Inc. or its licensors. ALL RIGHTS RESERVED.