Terms of Service

These Terms of Service (“Terms of Service“) of Simplifya (“Simplifya” or “Us” or “We” or “Our” when possessive) govern Your use of Our website, simplifya.com (“Website“), mobile application (“App“), related services (“Service“) and any related data, information and materials (“Content“) (collectively the Website, the App, the Service and the Content are the “Product“). You (the “Customer” or “End User” or “You” or “Your” when possessive) represent, warrant and covenant that You have the power and authority and the legal right to agree to these Terms of Service and to perform Your obligations in this Agreement.

By accessing or using the Product, or any part thereof, You expressly accept all of the provisions of these Terms of Service and represent to Us that You are at least twenty-one (21) years of age and are legally competent to enter into and agree to these Terms of Service. If You do not accept these Terms of Service, then You are not authorized to use the Product, or any part thereof.

THESE TERMS OF SERVICE INCLUDE: (1) AN ARBITRATION PROVISION WHICH WAIVES YOUR RIGHT TO A JURY TRIAL; (2) A WAIVER OF RIGHTS TO BRING A CLASS ACTION AGAINST US; AND (3) A RELEASE BY YOU OF CLAIMS FOR DAMAGE AGAINST US THAT MAY ARISE OUT OF YOUR USE OF THE PRODUCT.

THESE PURCHASE TERMS WAIVE SUBSTANTIAL RIGHTS AND INCLUDE A RELEASE OF LIABILITY AND LIMITATION OF DAMAGES. YOU ACKNOWLEDGE THAT YOU HAVE THE RIGHT TO REVIEW THIS AGREEMENT WITH AN ATTORNEY. BY ACCESSING THE PRODUCT OR ANY PART THEREOF, YOU REPRESENT AND WARRANT THAT YOU HAVE READ THIS ENTIRE DOCUMENT AND THAT YOU ARE AWARE THAT YOU HAVE GIVEN UP SUBSTANTIAL RIGHTS BY AGREEING TO THESE TERMS OF SERVICE. YOU HAVE NO OBLIGATION TO USE THE PRODUCT OR ANY PART THEREOF OR TO AGREE TO THESE TERMS OF SERVICE, BUT YOU ARE DOING SO VOLUNTARILY. YOUR USE OF THE PRODUCT IS EXPRESSLY SUBJECT TO YOUR ACCEPTANCE OF THESE TERMS OF SERVICE, AND YOU WILL NOT USE THE PRODUCT UNLESS AND UNTIL YOU HAVE ACCEPTED THESE TERMS OF SERVICE.

  1. ABOUT SIMPLIFYA; ACKNOWLEDGEMENTS.
    1. What Simplifya Does. Simplifya is a platform that provides marijuana businesses (“MJB“), compliance companies (“CC“), government entities (“GE“) (individually “Entity Type;” collectively “Entity Types“) with auditing checklists that will facilitate the identification of compliance issues and track their resolution. “MJB” means a business that actually holds a valid license to manufacture, distribute or sell marijuana or marijuana products pursuant to the applicable state’s laws; “CC” includes third parties that perform compliance and auditing services for MJBs, including, but not limited to law firms; and “GE” means a state or local government agency authorized by state statute or regulation or local ordinance to regulate MJBs) Compliance checklists are composed of questions, which are constantly updated to assist MJBs compliance with the latest marijuana legislation in the applicable jurisdiction. Marijuana is a Schedule I controlled substance under the United States Controlled Substances Act, 21 USC § 801, et seq., and, therefore, the possession, cultivation and distribution thereof, or conspiring with or assisting others to do the same, is federally illegal and can result in significant criminal and civil penalties. ENGAGING IN ACTIVITIES OR BUSINESS RELATED TO MARIJUANA IS AT YOUR OWN RISK, AND THE USE OF SIMPLIFYA OR THE PRODUCT WILL IN NO WAY RESULT IN COMPLIANCE WITH UNITED STATES FEDERAL LAW. Simplifya has made no representation to the contrary. Despite Your use of the Product, or Your compliance with applicable state law and current United States federal enforcement priorities and guidelines related to marijuana, You remain subject to severe criminal and civil penalties if You choose to cultivate, distribute, possess or otherwise engage in activities related to marijuana.
    2. What Simplifya Does Not Do. SIMPLIFYA OR ITS PRODUCTS DO NOT PROVIDE OR OTHERWISE CONVEY LEGAL ADVICE. Although use of the Website or the App may result in connecting You with a CC that may or may not have employees who are attorneys that perform services, including inspections, Simplifya has no control over any such CCs or its employees. Simplifya is limited to facilitating connections between You and such CCs. Simplifya does not review or endorse any advice provided to You by any such attorney You may be connected with by using the Product. Additionally, any Content set forth within the Website and the App is for informational purposes only and is not legal advice. The Content on the Website or App may not reflect the most current developments in applicable law and such Content is subject to revision at any time without notice to You. TO THE FULLEST EXTENT PERMITTED BY LAW, SIMPLIFYA DISCLAIMS, AND YOU WAIVE, ALL LIABILITY WITH RESPECT TO ACTIONS YOU MAY TAKE OR DO NOT TAKE BASED ON THE CONTENT OR YOUR USE OF THE PRODUCT. For clarity, Simplifya does not provide legal advice and it recommends that You seek professional legal counsel to understand the full legal implications of any applicable governmental regulations and laws, and of any course of action You choose to take or not to take as well as to understand these Terms of Service.
    3. State Law. Simplifya and the Product is designed to provide MJBs, CCs and GEs with compliance services under state marijuana laws. At all times, Your use of the Product will be governed by the laws of the jurisdiction in which You use the Product. We reserve the right to deny or remove Your access to the Product, or any part thereof, at any time and for any reason without notice to You, including, but not limited to, Our determination that Your use of the Product, or any part thereof, is not permitted under the laws of Your jurisdiction.
    4. Federal Law. Although many states have legalized marijuana in some way, the cultivation, manufacture, distribution and possession of cannabis and assisting with or conspiring to do the same remains illegal under U.S. federal law, and Simplifya has made no representation to the contrary. It is Your responsibility to ensure compliance with the laws of the jurisdiction in which You use the Product. Simplifya and the Product are designed to assist You with compliance, but You remain responsible at all times for Your actions and omissions, the actions and omissions of Your employees and ultimately for Your compliance or non-compliance with any law, federal, state or local. Simplifya has no obligation to defend, release or hold You harmless from any civil, criminal, or administrative investigations, proceedings or penalties that may result from Your use of the Website or the App, or for any of the same despite Your use of the Product.
    5. Assumption of Risk. You assume all risks known and unknown, foreseeable and unforeseeable, in any way connected with Your use of the Product or any part therefor. You accept personal responsibility for any liability, injury, hospitalization or other medical treatment, loss, death, criminal arrest and prosecution, or damage in any way connected with my use of the Product or any part thereof. You retain sole responsibility for ensuring Your actions are compliant with applicable laws. You waive all claims against Simplifya, its owners, directors, officers, employees, successors, managers, members, agents, affiliates, and assigns, arising out of any activities that You choose to undertake. You fully comprehend and accept all of the risks associated with Your use of the Product.
  2. Your account.
    1. App Required to Use Services; System Requirements. In order to use Our services, You must download the App on Your tablet or other mobile device. Minimum hardware and software specifications are as follows:
      1. iPhone App – Minimum iOS 8 or newer and minimum iPhone 5 or newer
      2. iPad App – Minimum iOS 8 or newer and minimum iPad 2 or newer
      3. Android – Minimum Ice Cream Sandwich OS and no minimum device requiremen
      4. Android Tablet App – We currently do not offer the Product on this platform.
    2. Age and Account Requirements. To use the Website or download or use the App, You must be at least twenty-one (21) years of age. You must create an “Account” to use the Website or the App, which requires You to provide certain information to Us, including. You are responsible for providing Us with and maintaining accurate account and contact information, and You represent and warrant to Us that all Account and contact information You provide Us is true and accurate. To create an Account, You must provide the following:
      1. Entity type (MJB, CC or GE)
      2. State in which You desire to use Our services
      3. Name of entity
      4. Name of individual registering on behalf of entity
      5. Email address
      6. Password
      7. Credit card or other payment information
      8. Any other information We may reasonably require
    3. Marijuana Businesses. If You are an MJB, You may be required, at Simplifya’s discretion, to provide the following information:
      1. All licenses held by the MJB and associated license numbers
      2. Facility location(s), including address(es) and phone number(s)
      3. Employees who will use the Website or the App:
        1. Name(s), title(s), email address(es), facility location(s) and system permissions level, which include MJ Master Admin, Manager and Employee, as defined below in section 2.5(a).
        2. Once this information is entered, each included employee will receive an email inviting him or her to create an account and connect with the MJB.
        3. Employees must agree to these Terms of Service and Our Privacy Policy to create an account.
        4. Your designated Master Admin is responsible for adding and removing employees. We do not monitor or change employees’ statuses, including, but not limited to, their employment status with Your entity, or their permissions on the Website or the App.
      4. Any additional information deemed appropriate to identify the MJB and the associated licenses.
    4. Compliance Companies and Government Entities. After a CC or GE provides the information required to set up an account, a Simplifya representative may contact the person who registered on behalf of the entity. Simplifya will then approve or deny the CC or GE for access and use of the Website and App, which Simplifya may do in its sole discretion. No charge to the payment method of the CC or GE will occur unless and until the CC or GE is approved by Simplifya. Once a CC or GE is approved by Simplifya, the following additional information will be required prior to accessing the Website and App:
      1. Business address(es) and phone number(s)
      2. Employees who will use the Website or the App:
        1. Name(s), title(s), email address(es) and system permissions level, which include CC or GE Master Admin and Inspector, as defined below in sections 2.5(b) and (c).
        2. Once this information is entered, each employee will receive an email inviting him or her to create an account and connect with the CC or GE, as the case may be.
        3. Employees must agree to these Terms of Service and Our Privacy Policy to create an account.
        4. Your designated Master Admin is responsible for adding and removing employees. We do not monitor or change employees’ statuses, including, but not limited to, their employment status with Your entity, or their permissions on the Website or the App.
      3. The CC must agree to the Simplifya Compliance Company Agreement to apply to become a CC on Our Website. The CC must also agree to the Simplifya Compliance Company Agreement when they are approved by Us to be listed on Our Website as a CC.
    5. System Permissions. Depending on Your type of entity, different levels of system permissions will be available on Your account as follow:
      1. Marijuana Businesses.
        1. MJ Business Master Administrator (“MJ Master Admin“)– All permissions will be available to the Master Admin. For example, Master Admin may add or remove staff, request 3rd party inspections, initiate self-audit inspections, view inspection reports, assign action items, and add licenses.
        2. MJ Business Manager (“Manager“)– More limited permissions than Master Admin, but greater than Employee. For example, Managers may add or remove staff, view inspection reports for their location, conduct self-audit inspections, respond to action items, and assign action items MJ Business Employee (“Employee“)– Lowest level of permissions. For example, Employees may respond to action items.
      2. Compliance Company.
        1. CC Master Administrator (“CC Master Admin“) – All permissions will be available to the Master Admin. For Example, Master Admin will be able to add or remove Inspectors, monitor all Inspector activity, make adjustments to reports and perform other functions.
        2. CC Company Inspector (“Inspector“)- Lowest level of permissions. For example, Inspectors will be able generate checklists and reports, make adjustments to their reports only and perform other functions.
      3. Government Entity.
        1. GE Master Administrator (“GE Master Admin“) – All permissions will be available to the Master Admin. For example, Master Admin will be able to add or remove Inspectors, monitor all Inspector activity, make adjustments to reports and perform other functions.
        2. Inspector (“Inspector“) – Lowest level of permissions. Inspectors will be able generate checklists and reports, make adjustments to their reports only and perform other functions.
    6. Account Activities. You are the sole authorized user of Your Account, and You are responsible for maintaining the accuracy and confidentiality of Your login information. You are solely and fully responsible for all activities that occur under Your Account. Simplifya has no control over the use of Your or any other user’s Account and expressly disclaims any liability derived therefrom. Should You suspect that any unauthorized party may be using Your Account or You suspect any other breach of security, You will cease all use and contact Us immediately by emailing contact@simplifya.com.
    7. Privacy Policy. Our practices regarding privacy and communicating with those using the Website and the App are described in Our Privacy Policy, which is available on the Website. Please review Our Privacy Policy to learn about what information We collect from You, how We use and share it and how We communicate with Our users.
  3. Our Service.
    1. Inspections. MJBs are able to request inspections from CCs and GEs, and MJB’s may generate checklists to perform their own inspections.
      1. Compliance Company or Government Agency Inspections. MJBs may log into Simplifya and request a CC or GE come to the MJB’s facilities and conduct a compliance inspection. When a MJB Master Admin logs into Simplifya he or she will see a list of CC’s and GE’s registered with Simplifya. The MJB Master Admin may then submit a request for an inspection by a CC or GE on that list. Once the MJB Master Admin submits the request, the CC or GE will receive an email from Simplifya notifying the CC or GE of the inspection request, which will include the contact information of the MJB. The CC or GE may then contact the MJB, but shall be under no obligation to so, to arrange an inspection, provide a cost estimate and discuss any matters relevant to the inspection, which discussion WILL NOT occur on the Simplifya platform. If the CC or GE agrees to perform an inspection, the CC or GE Master Admin will log into Simplifya prior to the inspection to create an inspection appointment with the MJB, link that MJB’s compliance reports, generate checklists for the inspection, assign an Inspector and perform other functions related to the inspection. At the MJB’s facility, the Inspector will perform the inspection, which must be done using the App. Once a CC finalizes the inspection, an inspection report will automatically populate in the MJB’s account to provide the results of the inspection. Once a GE finalizes an inspection, the GE will be prompted as to whether the GE would like to share the inspection results with the MJB.
      2. In-House Inspections. When logged into Simplifya, an MJB may generate checklists to perform a self, in house, compliance inspection. The MJB Master Admin may generate compliance checklists and assign an inspection to an MJB Manager, who will receive an email notification, retrieve the checklist(s) and inspection material(s) from his or her account, and conduct the inspection using the App. Upon completion of the inspection, the MJB Master Admin will be notified and will be able to view the results of the inspection
  4. APP LICENSE and RESTRICTIONS; Ownership.
    1. License Grant. Subject to Your compliance with these Terms of Service, We hereby grant You a personal, non-exclusive, non-transferable, revocable, Limited License (without the right to sublicense) to download, install, access and use Website and the App solely on devices that You own or control, for Your use only in connection with the Product We provide to Your MJB, CC or GE, as applicable, and subject to the limitations set forth in these Terms of Service. (“Limited License” means the license granted in this Agreement subject to the Terms of Service). These Terms of Service are limited to the Product and its licensors, if any, and do not include any rights to any intellectual property, which is not the subject of these Terms and Conditions. We reserve any and all rights not expressly granted to You pursuant to these Terms of Service. The rights granted to You to access and use the Website, the App and the Content comprises a limited license and does not constitute the sale of any software program.
    2. Fees. You may choose one of three payment plans, which follow.
      1. Month-to-month. $150/month per Limited License.
      2. Six (6) month subscription. $120/month per Limited License.
      3. Twelve (12) month subscription. $100/month per Limited License.

      The following terms apply to Limited License fee payments:

      1. Simplifya shall charge You and You shall pay the Limited License fee in advance of Simplifya providing the Product.
      2. Simplifya shall charge You automatically using the credit card on file within 7 business days of registration.
      3. If the credit card is rejected or if Simplifya is otherwise unable to process the credit card payment for any reason, Your Account status will show as “Expired” and You will no longer be able to access Your Account or use the Service or access Content related to the Service. In such cases, Simplifya shall notify You as soon as reasonably possible notifying You of the inability to process payments due. You may reactivate Your Account by updating Your payment information and/or paying the amount(s) due.
      4. Upon the expiration of a six (6) month or twelve (12) month subscription, unless You elect to discontinue such a subscription prior to expiration, You will be automatically enrolled in a month-to-moth subscription.

      In addition to reserving the right to modify any of these Terms of Service, Simplifya reserves the right in its sole discretion to modify pricing, pricing structure and price plans as well as to offer pricing at different rates and distinct price plans in different or other jurisdictions.

    3. Use Restrictions.
      1. You agree that: (1) You will not use the Website or the App if You are not fully able and legally competent to agree to these Terms of Service; (2) You will only use the Website and the App in full compliance with the laws and regulations of the jurisdiction in which You use the Website or the App and all applicable federal laws, excepting only for federal laws and regulations related to marijuana, in which case You will use the Website and the App in accordance with guidance then issued by the United States Department of Justice (collectively “Law“); (3) You will only use the Product as provided for in these Terms and Conditions; (4) You will not use the Website or the App for sending or storing any material prohibited by the Law or for fraudulent purposes or to engage in any offensive, indecent or objectionable conduct; (5) You will not use the Website or the App to advertise, solicit or transmit commercial advertisements, including “spam”; (6) You will not use the Website or the App to cause nuisance, annoyance or inconvenience; (7) You will keep secure and confidential Your account password or any identification We provide You which allows access to the Website or the App; and (8) You will provide Us with whatever proof of identity and other necessary verification documents as We may reasonably request.
      2. Further, except as specifically permitted herein, You agree that You will not directly or indirectly: (1) distribute, sell, assign, encumber, transfer, rent, lease, loan, sublicense, modify, time-share or otherwise exploit the Website or the App in any unauthorized manner; (2) use the Website or the App in any service bureau arrangement; (3) copy, reproduce, adapt, create derivative works of, translate, localize, port or otherwise modify the Website, the App, or any part thereof in any form or manner or by any means; (4) harvest or scrape any content or data from the Website or the App; (5) remove or alter any copyright or other proprietary rights’ notice or restrictive rights legend contained or included in the Website or the App; (6) decompile, disassemble, reverse compile, reverse assemble, reverse translate or otherwise reverse engineer any part of the Website, the App, or any part thereof (except as and only to the extent any foregoing restriction is prohibited by applicable law); (7) otherwise circumvent any functionality that controls access to or otherwise protects the Website or the App; or (8) permit any third party to engage in any of the foregoing. Any attempt to do any of the foregoing is a violation of the rights of Simplifya and its customers. If You breach these restrictions, Your limited license granted herein shall immediately terminate and You may be subject to prosecution and damages.
    4. Ownership. The Product and its respective content, including its “look and feel” (e.g., text, graphics, images, logos), proprietary content, information, questions and other materials, are protected under intellectual property, copyright, trademark and other laws. You acknowledge and agree that Simplifya and/or its licensors, if any, own all right, title and interest in and to the Product (including without limitation any and all patent, copyright, trade secret, trademark, show-how, know-how and any and all other intellectual property rights therein or related thereto), and You agree not to take, or fail to take, any action(s) inconsistent with such ownership interests. You do not acquire any rights or licenses under any of Simplifya’s (or its licensors’) patents, patent applications, copyrights, trade secrets, trademarks or other intellectual property rights on account of these Terms of Service, except as expressly set forth herein.
    5. Improvements. Any and all: (1) suggestions for correction, change and modification to the Website or the App and other feedback (including, but not limited to, quotations of written or oral feedback), information and reports Your provide to Simplifya (collectively “Feedback“); and all (2) improvements, updates, modifications or enhancements, whether made, created or developed by Simplifya or otherwise relating to the Website or the App (collectively, “Revisions“), are and will remain the property of Simplifya. You acknowledge and expressly agree that any contribution of Feedback or Revisions does not and will not give or grant You any right, title or interest in the Website or the App, or any of the intellectual property rights associated with them or the Product, or in any such Feedback or Revisions. All Feedback and Revisions become the sole and exclusive property of Simplifya and Simplifya may use and disclose Feedback and/or Revisions in any manner and for any purpose whatsoever without further notice or compensation to You and without retention by You of any proprietary or other right or claim. You shall assign and hereby assign to Simplifya any and all right, title and interest (including, but not limited to, any patent, copyright, trade secret, trademark, show-how, know-how, moral rights and any and all other intellectual property right) that You may have in and to any and all Feedback and Revisions. At Simplifya’s request, You will execute any document, registration or filing required to give effect to the foregoing assignment. Notwithstanding the foregoing, in the event Feedback or Revisions are new substantive Content—specifically original compliance questions and/or original corrective actions—Simplifya shall grant and hereby grants a non-exclusive perpetual, worldwide royalty free grant to use, but not sublicensable unless permission obtained from Simplifya in writing, such new Content.
    6. User Content License Grant. The Website or the App may request You to rate (on a five-star scale) the Website or the App. You will also have the option to submit written feedback regarding the Website and the App. As a condition of Your use of the Website or the App, You shall grant and hereby grant to Simplifya a nonexclusive, perpetual, irrevocable, royalty-free, worldwide, transferable, sublicenseable license to access, use, reproduce, transmit, display, publish, distribute, modify and adapt and create derivative work from any content that You post, upload, publish, submit or transmit to be made available through the Website or the App (“Your Content“). By posting or submitting Your Content through the Website or the App, You represent and warrant: (1) that You own or otherwise control all of the rights to Your Content, including, without limitation, all copyrights, patents, trademarks or service marks; (2) that Your Content is accurate; and (3) that use of Your Content does not violate these Terms of Service or Our Privacy Policy and (4) will not cause injury to any person or entity. We take no responsibility and assume no liability for any content or materials submitted or posted through Products, the Website or the App, including any forums, by You or any third party. WE RESERVE THE RIGHT TO REMOVE ANY OF YOUR CONTENT THAT WE DETERMINE IN OUR SOLE DISCRETION VIOLATES ANY LAW OR RIGHT OF ANY PERSON, INFRINGES THE RIGHTS OF ANY PERSON, OR IS OTHERWISE INAPPROPRIATE FOR POSTING ON THE WEBSITE OR THE APP.
    7. Notice of Infringement; Digital Millennium Copyright Act.
      1. Anyone who believes that his or her work has been reproduced on the Website or the App in a manner which constitutes copyright infringement may submit a notification to Simplifya’s copyright agent in accordance with the Digital Millennium Copyright Act (the “DMCA“), by providing the following information in writing: (1) identification of the copyrighted work that is claimed to be infringed; (2) identification of the allegedly infringing material that is requested to be removed, including a description of where it is located on the Website or the App; (3) information for Our copyright agent to contact You, such as an address, telephone number, and, if available, e-mail address; (4) a statement that You have a good faith belief that the identified, allegedly infringing use is not authorized by the copyright owners, its agent or the law; (5) a statement that the information above is accurate, and under penalty of perjury, that You are the copyright owner or the authorized person to act on behalf of the copyright owner; and (6) a physical or electronic signature of a person authorized to act on behalf of the owner of the copyright or of an exclusive right that is allegedly infringed. If You are asserting infringement of an intellectual property right other than copyright, please specify the intellectual property right at issue (for example, “trademark”) by notating this in Your written notice. You acknowledge that if You fail to comply with all of the requirements for a notice of infringement as specified above, Your DMCA notice may not be valid.
      2. Notices of claims should be sent by mail to: Simplifya, 455 Sherman Street, Suite 510, Denver, CO 80203 Attn: DMCA Claim; or by email to contact@simplifya.com with subject line “DMCA Claim”. We will respond expeditiously to claims using the email or the address in the notification explained herein. It is Our policy, in appropriate circumstances and in Our sole discretion, to disable or terminate the accounts of users who submit false or frivolous DMCA claims.
      3. If You believe that any of Your content was removed (or to which access was disabled) after We received a notice of copyright infringement is not actually infringing, or that You have the authorization from the copyright owner, the copyright owner’s agent, or pursuant to the law, to post and use such content, You may send a counter-notice containing the following information to Our copyright agent: (1) Your physical or electronic signature (with Your full legal name); (2) identification of the content that has been removed or to which access has been disabled and the location at which the content appeared before it was removed or disabled; (3) a statement that You have a good faith belief, under penalty of perjury, that the content was removed or disabled as a result of mistake or a misidentification of the content; and (4) Your name, address, telephone number, and email address, and a statement that You will accept service of process from the person who provided the original notification of the alleged infringement.
      4. If a counter-notice is received by Our copyright agent, We may send a copy of the counter-notice to the original complaining party informing that person that We may replace the removed content or cease disabling it. Unless the original complaining party files an action seeking a court order against the content provider, member or user, the removed content may be replaced, or access to it restored, in ten (10) business days or more after receipt of the counter-notice, at Our sole discretion. Please understand that filing a counter-notification may lead to legal proceedings between You and the complaining party to determine ownership. Be aware that there may be adverse legal consequences in Your state if You make a false or bad faith allegation by using this process.
      5. Further information on the DMCA can be found in 17 U.S.C. 512 or on the United States Copyright Office website at http://www.copyright.gov/legislation/dmca.pdf.
  5. THIRD PARTY TERMS AND PROVIDERS
    1. Apple App Store Terms. The following terms and conditions apply to You only if You are using the App from the Apple App Store. To the extent the other terms and conditions of these Purchase are less restrictive than, or otherwise conflict with, the terms and conditions of this paragraph, the more restrictive or conflicting terms and conditions in this paragraph apply, but solely with respect to the App from the Apple App Store. You acknowledge and agree that these Terms of Service are solely between You and Simplifya, not Apple, and that Apple has no responsibility for the App or content thereof. Your use of the App must comply with the App Store Terms of Use. You acknowledge that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the App. In the event of any failure of the App to conform to any applicable warranty, You may notify Apple, and Apple may refund the purchase price, if any, for the App to You. To the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the App, and any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be solely governed by these Terms of Service. You acknowledge that Simplifya is not responsible for addressing any claims of You or any third party relating to Your use and/or possession of the Products, including, but not limited to: (1) product liability claims; (2) any claim that the Product fails to conform to any applicable legal or regulatory requirement; and (3) claims arising under consumer protection or similar legislation. You acknowledge that, in the event of any third party claim that the Website or the App, or Your possession and use of the Website or the App infringes that third party’s intellectual property rights, Simplifya, not Apple, will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim to the extent required by these Terms of Service. You must comply with applicable third party terms of agreement when using the App.
    2. Mobile Software from Google Play Store. If You acquire the App from Google, Inc. or one of its affiliates (“Google”) via Google Play or its successor(s), then to the extent of any conflict between the Google Terms of Service and the Google Play Business and Program Policies or such other terms which Google designates as default end user license terms for Google Play (all of which together are referred to as the “Google Play Terms”), and the other terms and conditions in these Terms of Service, the Google Play Terms shall apply with respect to Your use of any App that You acquire from Google Play. Simplifya and You hereby acknowledge that Google does not have any responsibility or liability related to compliance or non-compliance by Simplifya or You (or any other user) under these Terms of Service or the Google Play Terms.
  6. WARRANTY DISCLAIMER; LIMITATION OF LIABILITY.
    1. Warranty Disclaimer. THE PRODUCT AND ANY PART THEREOF ARE PROVIDED TO YOU ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND, AND SIMPLIFYA HEREBY EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENT. SIMPLIFYA DOES NOT WARRANT THAT: (1) THE WEBSITE OR THE APP WILL MEET YOUR REQUIREMENTS; (2) OPERATION OF THE WEBSITE OR THE APP WILL BE UNINTERRUPTED OR VIRUS- OR ERROR-FREE; (3) THE WEBSITE OR THE APP WILL OPERATE OR BE COMPATIBLE WITH ANY OTHER APPLICATION OR ANY PARTICULAR SYSTEM OR DEVICE; (4) DEFECTS IN THE WEBSITE OR THE APP CAN OR WILL BE CORRECTED; (5) THE CONTENT OR INFORMATION PROVIDED ON THE WEBSITE OR THE APP IS ACCURATE OR CURRENT; (6) YOUR USE OF THE WEBSITE OR THE APP WILL RESULT IN YOUR COMPLIANCE WITH STATE OR LOCAL LAW; OR (7) YOUR USE OF THE WEBSITE OR THE APP WILL PREVENT ANY INVESTIGATION, PROSECUTION OR CIVIL ACTION AGAINST YOU BY ANY LAW ENFORCEMENT OR REGULATORY AGENCY. YOU ACKNOWLEDGE AND AGREE THAT, TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE ENTIRE RISK ARISING OUT OF YOUR USE OF THE WEBSITE AND THE APP, AND ANY THIRD PARTY PRODUCTS, GOODS OR SERVICES REMAINS SOLELY WITH YOU.
    2. Limitation of Liability. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL SIMPLIFYA BE LIABLE TO YOU OR ANY THIRD PARTY FOR LOSS OF PROFITS, REVENUE OR INCOME, OR FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR OTHER DAMAGES ARISING FROM OR RELATED TO THESE TERMS OF SERVICE OR THE USE OR INABILITY TO USE THE WEBSITE OR THE APP, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOR SHALL SIMPLIFYA IN ANY EVENT BE LIABLE FOR ANY LOSS OF, OR DISCIPLINARY ACTION TAKEN AGAINST, YOUR BUSINESS LICENSES, OR FOR ANY CRIMINAL PROSECUTION OR CIVIL ACTION TAKEN AGAINST YOU. IN NO EVENT SHALL SIMPLIFYA’S TOTAL AGGREGATE LIABILITY UNDER THESE TERMS OF SERVICE REGARDING USE OR INABILITY TO USE THE WEBSITE OR THE APP, WHETHER BASED ON BREACH OF WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EXCEED THE LESSER OF: (1) THE AMOUNTS, IF ANY, YOU PAY TO SIMPLIFYA UNDER THESE TERMS OF SERVICE FOR USE OF THE PRODUCTS FOR A SINGLE SUBSCRIPTION PERIOD; OR (II) ONE HUNDRED FIFTY DOLLARS ($150.00). BY ACCESSING THE WEBSITE OR THE APP, YOU UNDERSTAND THAT YOU MAY BE WAIVING RIGHTS WITH RESPECT TO CLAIMS THAT ARE AT THIS TIME UNKNOWN OR UNSUSPECTED.
    3. Indemnity. By agreeing to these Terms of Service and using the Product, You shall, to the fullest extent allowable by law, defend, indemnify and hold Simplifya, its licensors and their respective parent organizations, subsidiaries, affiliates, officers, directors, members, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys’ fees and costs) arising out of or in connection with: (1) Your violation or breach of any term of these Terms of Service or any applicable law or regulation; (2) Your violation of any rights of any third party; (3) any unauthorized use of the Product and any part thereof; (4) Your negligence acts or omissions, gross negligence, willful misconduct or intentional acts and omissions; or (5) Your use of the Product and any part thereof.
  7. ARBITRATION AND CLASS ACTION WAIVER.
    1. Binding Arbitration. Any dispute or claim arising in any way from Your use of the Website or the App, except for disputes relating to the infringement of Our intellectual property rights or the access or use of the Product in violation of these Terms of Service, shall be resolved by binding arbitration, rather than in court.
    2. No Judge or Jury. There is no judge or jury in arbitration, and court review of an arbitration award is limited. However, an arbitrator can award on an individual basis the same damages and relief as a court (including injunctive and declaratory relief or statutory damages), and must follow the terms of these Terms of Service as a court would.
    3. Arbitrator and Rules. The arbitration will be conducted before a neutral single arbitrator, whose decision will be final and binding, and the arbitral proceedings shall be governed by the AAA Commercial Arbitration Rules, Consumer Due Process Protocol, and Supplementary Procedures for Resolution of Consumer Related Disputes. These rules can be found on the AAA website at www.adr.org.
    4. Starting an Arbitration. To begin an arbitration proceeding, You must send Us a notice of dispute, in writing, setting forth Your name, address and contact information, the facts of the dispute and relief requested. You must send Your notice of legal dispute to Us at the following address: Simplifya, 455 Sherman Street, Suite 510, Denver, CO 80203. Simplifya will send any notice of dispute to You at the contact information We have for You.
    5. Format of Proceedings. The arbitration shall be conducted, at the option of the party seeking relief, by telephone, online, or based solely on written submissions.
    6. Fees. If You initiate arbitration, Your arbitration fees will initially be limited to the filing fee set forth in the AAA’s Consumer Arbitration Rules. Unless the arbitrator finds the arbitration was frivolous or brought for an improper purpose, each party shall pay its own AAA and arbitrator’s fees and expenses. If the arbitrator finds the arbitration to be frivolous or brought for an improper purpose, then You agree to pay all costs and expenses connected to the arbitration.
    7. Individual Basis. To the fullest extent permitted by applicable law, You and Simplifya each agree that any dispute resolution proceeding will be conducted only on an individual basis and not in a class, consolidated or representative action. If for any reason a claim proceeds in court rather than in arbitration, You and Simplifya each waive any right to a jury trial. As a result, PROCEEDINGS TO RESOLVE OR LITIGATE A DISPUTE IN ANY FORUM WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS.
    8. Limitation Period. In no event shall any claim, action or proceeding by You be instituted against Simplifya more than one (1) year after the cause of action arose.
    9. Enforcement. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. The United Nations Conventions on Contracts for the International Sale of Goods shall have no applicability.
    10. Invalidity. If a court of competent jurisdiction finds the foregoing arbitration provisions invalid or inapplicable, the You and Simplifya each agree to the following terms:
      1. With respect to MJBs and CCs, the parties agree that this Agreement is exclusively governed and construed in accordance with the laws of the State of Colorado, excluding, however, such laws as pertain to conflicts of law. Any action arising out of the Agreement or the termination of this Agreement, or the performance of services under this agreement, or the Product or the relationship between the parties established herein, will be brought only in a state court located in Denver County, and You hereby consent to and submit to the exclusive jurisdiction of such courts.
      2. With respect to GEs, the parties agree that this Agreement is exclusively governed and construed in accordance with the laws of the state of the MJB excluding, however, such laws as pertain to conflicts of law. Any action arising out of the Agreement or the termination of this Agreement, or the performance of services under this agreement, or the Product or the relationship between the parties established herein, will be brought only in a state court located in the capitol of such state, and You hereby consent to and submit to the jurisdiction of such courts.
    11. Opting Out. If You do not want to arbitrate disputes with Simplifya and You are an individual, You may opt out of this arbitration agreement by sending an email to contact@simplifya.com within thirty (30) days of the first of the date You access or use Products or the Website. If You opt out pursuant to this Section 7.11, then choice of law and venue provisions of Section 7.10 apply.
  8. GENERAL PROVISIONS.
    1. Termination. If You breach any of the terms of these Terms of Service, all licenses granted by Us, including permission to use the Website and the App, will terminate automatically. Additionally, We may suspend, disable, or delete Your account, the Website or the App (or any part of the foregoing) with or without notice, for any or no reason. If We delete Your account for any suspected breach of these Terms of Service by You, You are prohibited from re-registering for the Website or the App under a different name. All sections which by their nature should survive the termination of these Terms of Service shall continue in full force and effect subsequent to and notwithstanding any termination of these Terms of Service by Simplifya or You. Termination will not limit any of Simplifya other rights or remedies at law or in equity.
    2. Injunctive Relief. You agree that a breach of these Terms of Service will cause irreparable injury to Simplifya for which monetary damages would not be an adequate remedy and Simplifya shall be entitled to equitable relief in addition to any remedies it may have hereunder or at law without a bond, other security or proof of damages.
    3. Notices. We may give notice to You by means of a general notice on the Website, the App, electronic mail, SMS message, push notification, or by written communication sent by first class mail or pre-paid post. Such notice shall be deemed to have been given upon the expiration of forty-eight (48) hours after mailing or posting (if sent by first class mail or pre-paid post) or twelve (12) hours after sending (if sent by email). You may give notice to Us (such notice shall be deemed given when received by Us) at any time by sending an email to contact@simplifya.com. Please specify the reason for the email in the subject line so it can be forwarded to the proper department.
    4. Miscellaneous. These Terms of Service may not be modified except by a writing executed by the duly-authorized representatives of Simplifya or pursuant to Section 8.5 of these Terms of Service. No other act, document, usage or custom will be deemed to modify or amend these Terms of Service. These Terms of Service will inure to the benefit of and will be binding upon each party’s successors and assigns. These Terms of Service and the licenses granted hereunder may be assigned by Simplifya but may not be assigned by You without the prior express written consent of Simplifya. Any attempt by You to assign these Terms of Service without the written consent of Simplifya shall be null and void. If any provision hereof is or becomes, at any time or for any reason, unenforceable or invalid, no other provision hereof will be affected thereby and the remaining provisions will continue with the same effect as if such unenforceable or invalid provisions will not have been inserted herein; provided that the ability of either party to obtain substantially the bargained-for performance of the other will not have thereby been impaired. It is expressly understood that in the event either party on any occasion fails to perform any term hereof and the other party does not enforce that term, the failure to enforce on any occasion will not constitute a waiver of any term and will not prevent enforcement on any other occasion. Nothing contained in these Terms of Service will be deemed to constitute either party as the agent, attorney, counsel or representative of the other party or both parties as joint venturers or partners for any purpose. In the event that either party is prevented from performing, or is unable to perform, any of its obligations under these Terms of Service due to any cause beyond the reasonable control of the party invoking this provision, the affected party’s performance will be extended for the period of delay or inability to perform due to such occurrence. The headings and captions contained herein will not be considered to be part of the Terms of Service but are for convenience only. You and Simplifya agree that the United Nations Convention on Contracts for the International Sale of Goods will not apply to the interpretation or construction of these Terms of Service. The laws of the state of the jurisdiction to which Your marijuana license applies, excluding any conflicts and choice of law rules, exclusively govern these Terms of Service and Your use of the Website and the App. Your use of the Product may also be subject to other local, state, national, or international laws. It is Your sole responsibility to know and understand applicable law.
    5. Modifications. We may occasionally update these Terms of Service. When We do update these Terms of Service, We will also revise the “Last Updated” date at the top of these Terms of Service. If We make changes to these Terms of Service that, in Our discretion, We consider significant, We will post the updated Terms of Service on the App and We may also send emails to Our users who have created an Account containing a link to the revised Terms of Service. If You continue to use the Website or the App after We post an update to these Terms of Service, You indicate Your acceptance of the updated Terms of Service.
    6. Contact Us. If You have any questions regarding these Terms of Service, Products. the Website or App, please contact Us at contact@simplifya.com.