Terms

Terms of Use Agreement

JADE, LLC TERMS OF USE AGREEMENT

This Terms of Use Agreement (this “Agreement”) constitutes a legally binding agreement made between you, whether personally or on behalf of a company or other legal entity (“user” or “you” or “your”) and Jade, LLC and its affiliates (collectively, “Jade” or “we” or “us” or “our”), concerning your access to and use of the web-based software application available through app.jadeinsights.com and the services provided therein (collectively, the “App”).  Supplemental terms and conditions or documents that may be posted via the App from time to time, are hereby expressly incorporated into this Agreement by reference.

JADE IS WILLING TO LICENSE THE APP TO YOU ONLY UPON THE CONDITION THAT YOU ACCEPT ALL THE TERMS CONTAINED IN THIS AGREEMENT. 

 

BY CLICKING “I HAVE READ AND AGREE TO THE JADE’S TERMS AND CONDITIONS” YOU (A) ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THIS AGREEMENT AND JADE’S PRIVACY POLICY; (B) REPRESENT AND WARRANT THAT YOU ARE OF AT LEAST 21 YEARS OF AGE AND HAVE THE CAPACITY TO ENTER INTO A BINDING AGREEMENT; (C) IF YOU ARE ACCEPTING THE TERMS OF THIS AGREEMENT ON BEHALF OF A COMPANY OR ANOTHER LEGAL ENTITY, YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO BIND THAT COMPANY OR OTHER LEGAL ENTITY TO THE TERMS OF THIS AGREEMENT AND, IN SUCH EVENT, “USER” AND “YOU” AND “YOUR” WILL REFER TO THAT COMPANY OR OTHER LEGAL ENTITY; AND (D) ACCEPT THIS AGREEMENT AND AGREE THAT YOU ARE LEGALLY BOUND BY ITS TERMS.  IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT OR TO MODIFICATIONS THAT JADE MAY MAKE TO THIS AGREEMENT IN THE FUTURE, WE ARE UNWILLING TO LICENSE THE APP TO YOU: DO NOT ACCESS OR USE OR CONTINUE TO ACCESS OR USE THE APP.  

 

ARBITRATION NOTICE: THIS AGREEMENT CONTAINS AN ARBITRATION CLAUSE.  PLEASE READ THIS CLAUSE CAREFULLY AS YOU AGREE THAT DISPUTES BETWEEN US WILL BE RESOLVED BY MANDATORY BINDING ARBITRATION, AND YOU WAIVE ANY RIGHT TO PARTICIPATE IN A CLASS-ACTION LAWSUIT OR CLASS-WIDE ARBITRATION.

License Grant, Reservation of Rights, IP Rights

 

Subject to the terms of this Agreement, we grant you a limited, non-exclusive, non-transferable, and revocable license to access and use the App (collectively, “App Access”) for up to 10 identified, registered users, strictly in accordance with the terms of this Agreement.  You grant us a limited, worldwide, royalty-free license, to host, copy, transmit and display your data from Colorado’s “seed-to-sale” tracking and tracing system provided by METRC (“Your Data”) to provide App Access in accordance with this Agreement.

 

You acknowledge and agree that the App Access is provided under a license to you and not sold to you.  You do not acquire any ownership interest in the App under this Agreement, or any other rights thereto other than for App Access in accordance with the license granted, and subject to all terms, conditions, and restrictions under this Agreement.  We reserve and retain the entire right, title, and interest in and to the App and App Access, including, but not limited to, all copyrights, trademarks, and other intellectual property rights therein or relating thereto (as more fully described below), except as expressly granted to you in this Agreement.

 

The content on the App (“Jade Content”) and the trademarks, service marks and logos contained therein (“Jade Marks”) are owned by or licensed to us, and are subject to copyright and other intellectual property rights under United States and foreign laws and international conventions.  Jade Content, includes, without limitation, all source code, databases, functionality, software, website designs, audio, video, text, photographs, and graphics.  All of our graphics, logos, designs, page headers, button icons, scripts, and service names are our registered trademarks, common law trademarks, or trade dress in the United States and/or other countries.  Our trademarks and trade dress may not be used, including as part of trademarks and/or as part of domain names, in connection with any product or service in any manner that is likely to cause confusion and may not be copied, imitated, or used, in whole or in part, without our prior written permission.

Additional Representations and Warranties; Incident Response Protocol

In connection with your App Access, you represent and warrant that:

  1. all registration information you submit is truthful, accurate, and complete;
  2. you will maintain the accuracy of such information and promptly update any such registration data to keep it truthful, accurate, and complete; and
  3. you will keep your password confidential and will be responsible for all use of your password and account;

 

If you provide any information that is untrue, inaccurate, not current, or incomplete, or if we have reasonable grounds to suspect that such information is untrue, inaccurate, not current, or incomplete, we have the right to suspend or terminate your account and refuse any and all current or future App Access (or any portion thereof). 

You agree to immediately notify us if you become aware of any of the following: (a) any loss or theft of access codes or passwords; (b) any loss, theft or unauthorized use of Confidential Information (as defined below);  (c) any successful attempts to gain unauthorized access to the App or the METRC system or Confidential Information (as defined below) regardless of the location of such Confidential Information; (d) any unwanted disruption or denial of service; (e) the unauthorized use of the App of METRC for the processing or storage of data; (f) any unauthorized access by any person to Confidential Information; or (g) any other events that results in or pose a threat of unauthorized access, loss, disclosure, modification, disruption, or destruction, or violation of Jade’s security protocols, standards, procedures, guidelines, processes, or best practice (which may be detected as unexplained network or system behavior) that results or could reasonably result in (x) the loss of Confidential Information or other sensitive data or (y) damage to your or Jade’s reputation (with (a) – (g) collectively known as an “Incident”).  We segment Incidents into the following categories, consistent with definitions published by the National Infrastructure Protection Center: increased access to informational assets; unauthorized disclosure of information; corruption of information; denial of service; theft of assets, services, or resources

You agree to undertake the following course of action to report/correct/mitigate an Incident or suspected Incident as follows:

  1. Report an Incident or suspected Incident as soon as you become aware of it:
    1. Call (970) 829-1214 and either (x) speak with a Jade representative regarding the Incident or (y) leave a message for a Jade representative that describes the Incident with your contact information.
    2. Email incident@jadeinsights.com with the following information:
        • first and last name
        • business name
        • details of the incident
        • date the Incident/suspected Incident occurred (if known)
        • date the Incident/suspected Incident was discovered
  1. Within 24 hours of completing 1 above, we’ll send you an email confirming our receipt of your message.
  1. We’ll investigate the Incident/suspected Incident as soon as practicable.  We’ll let you know within 24 hours after you’ve notified us of the Incident/suspected Incident whether the Incident/suspected Incident has been remedied.  In the event that we require more than 24 hours to correct the Incident/suspected Incident, we’ll send you another email explaining our diagnosis and any prescribed next steps.
  1. We’ll send you a final email once an Incident/suspected Incident has been resolved.

Permissive Use, Prohibited Activities

You agree that your App Access will be for internal business operation purposes only and you will not permit anyone other than yourself App Access.  App Access is forbidden for any other purpose other than that for which we make it available.  Prohibited activity includes, but is not limited to:

  1. attempting to bypass any measures of the App designed to prevent or restrict access to the App, or any portion of the App;
  2. attempting to impersonate another user or person or using the username of another user;
  3. using the App to engage in criminal or tortious activity;
  4. copying the App;
  5. modifying, translating, adapting, or otherwise creating derivative works or improvements of the App;
  6. removing, deleting, altering or obscuring any Jade Marks or other intellectual property or proprietary rights notices from the App, including any copy thereof;
  7. renting, leasing, lending, selling, sublicensing, assigning, distributing, publishing, transferring or otherwise making available the App or any features or functionality of the App, to any third party for any reason.
  8. deciphering, decompiling, disassembling, decoding, reverse engineering, or otherwise attempting to device or gain access to any of the software comprising or in any way making up a part of the App;
  9. harassing, annoying, intimidating or threatening any Jade employee or agent engaged in providing the App to you;
  10. interfering with, disrupting, or creating an undue burden on the App or the networks or services connected to the App;
  11. tricking, defrauding or misleading Jade or other App users, especially in any attempt to learn sensitive account information such as passwords;
  12. using the App as part of any effort to compete with Jade; and
  13. using the App in a manner inconsistent with any and all applicable laws and regulations.

App Availability, Feedback, Support

App Access will be unavailable each morning from 1AM through 4AM Mountain Time (“Offline Hours”) for necessary system upkeep.  We will use commercially reasonable efforts to have the App accessible, available for use, and capable of operation for all other times during the day other than for Offline Hours and scheduled maintenance or construction.

We have created a link accessible through the App (the “Link”) through which you may document your non-urgent comments, suggestions, enhancement requests, recommendations, corrections, bug reports, likes/dislikes, and/or other feedback about the App (collectively, “Feedback”).  The Link is available to you through the App 24 hours a day, 7 days a week.

Urgent Comments (meaning comments related to disrupted App Access, other than for Offline Hours, scheduled maintenance, or construction) should be reported to us immediately via the contact information at the bottom of this Agreement.  In no event will our support of Urgent Comments exceed 3 hours per any week.  In the event of an Incident, please follow the reporting procedure outlined under “Additional Representations and Warranties; Incident Response Protocol” above.  

You acknowledge and agree that any questions, comments, suggestions, ideas, feedback or other information about the App, whether gained through the Link, Feedback, Urgent Comments, or other method (collectively, “Submissions”) are non-confidential and we (as well as any of our designees) are entitled to the unrestricted use and dissemination of these Submissions for any purpose, commercial or otherwise, without acknowledgment or compensation to you.  You grant to us a worldwide, perpetual, irrevocable, royalty-free license to use and/or incorporate any Submission into the App and/or our services.

App Management, Modifications

 

In our sole discretion and without limitation, notice, or liability, we reserve the right, but not the obligation, to: 

  1. monitor the App for violations of this Agreement;
  2. take appropriate legal action against anyone who, in our sole discretion, violates this Agreement;
  3. refuse or restrict App Access in its entirety or to any portion of the App that may violate this Agreement or any Jade policy;
  4. remove from the App or otherwise disable all files and content that are excessive in size or are in any way burdensome to Jade’s systems; and/or
  5. otherwise manage the App in a manner designed to protect our rights and property and/or the rights and property of others, and to facilitate the proper functioning of the App.

 

We may modify this Agreement from time to time.  Changes to this Agreement will be posted via the App and revisions will be indicated by date.  We will alert you as to any such modifications via the App; in the event of such modifications you will be required to select “I AGREE” (or a button with similar language indicating your acceptance of such modifications) when you access the App in order to continue your App Access, which is your agreement to be bound to any changes to this Agreement.  Any modifications to this Agreement will become effective immediately after we post it.

We reserve the right at any time to modify or discontinue (temporarily or permanently) App Access or any part of the App, in our sole discretion and without limitation, notice, or liability.  You agree that we will not be liable to you or to any third party for any modification, suspension, or discontinuance of the App or App Access.

 

Occasionally there may be information on the App that contains typographical errors, inaccuracies, or omissions that may relate to service descriptions, pricing, availability, or other information.  We reserve the right to correct any errors, inaccuracies or omissions and to change or update the information at any time.

Your Data, Confidentiality

We care about the privacy of our users.  Please review Jade’s Privacy Policy.  By using the App Access, you are consenting to have Your Data transferred to/processed in the United States and the terms of our Privacy Policy.

We will maintain administrative, physical, and technical safeguards for protection of the security, confidentiality, and integrity of Your Data.  Those safeguards will include, but will not be limited to, measures for preventing access, use, modification, or disclosure of Your Data by our personnel except (a) to provide App Access and address service or technical problems, (b) to gain information about your App Access, (c) as compelled by law in accordance with “Compelled Disclosure” paragraph below, or (d) as you expressly permit in writing.  You acknowledge and agree that the App will maintain certain portions of Your Data for the purpose of the performance of the App, as well as data relating to your App Access.  Although we perform regular daily refreshes of Your Data, you are primarily responsible for Your Data. 

Through our provision of the App to you and your use of App Access, we may exchange Confidential Information.  “Confidential Information” means: (i) all information, data, records, and documentary materials which are of a sensitive nature regardless of physical form or characteristics, and includes, but is not limited to , any confidential information as defined in Section 12-43.3-202(1)(d), C.R.S., non-public records of the state of Colorado, sensitive and/or protected data of the state of Colorado, PII Data (as defined below), PCI Data (as defined below), and other information or data concerning individuals and App end users that has been communicated, furnished or disclosed by Colorado to Jade; (ii) information obtained by Jade through the App, including but not limited to Your Data; (iii) information disclosed to Jade by an App end user; and (iv) information regarding the App itself, the Jade Content, and the terms of this Agreement.  “PII Data” (or Personally Identifiable Information Data) means information about an individual collected by Colorado or another governmental entity that could reasonably be used to  identify such individual as defined in section 24-72-501(2), C.R.S., and includes, but is not limited to any combination of (i) first and last name, (ii) first name or first initial and last name, (iii) residence or other physical address, (iv) electronic mail address, (v) telephone number, (vi) birthdate, (vii) PCI Data, (viii) social security number, (ix) driver’s license number, (x) identification card number, or (xi) an other information that identifies an individual personally).  “PCI Data” (or Payment Card Information Data) means any data related to cardholders’ names, credit card numbers, or other credit card of financial information as may be protected by Colorado and/or federal law.

The party receiving Confidential Information (the “Receiving Party”) will keep all Confidential Information confidential at all times and (a) not use any Confidential Information of the party disclosing Confidential Information (the “Disclosing Party”) for any purpose outside the scope of this Agreement and (b) except as otherwise authorized by the Disclosing Party in writing, limit access to the Disclosing Party’s Confidential Information to the employees and contractors of  the Receiving Party and the employees and contractors of the Receiving Party’s affiliates who need that access for purposes consistent with this Agreement; a party that makes any such disclosure to its or its affiliates’ employees and contractors will remain responsible for such employees and contractors compliance with these terms of confidentiality.  Neither party will disclose the terms of this Agreement to any third party other than its affiliates, legal counsel and accountants without the other party’s prior written consent, provided that a party that makes any such disclosure to its affiliate, legal counsel or accountants will remain responsible for such affiliate’s, legal counsel’s or accountant’s compliance with these terms of confidentiality.  Notwithstanding the foregoing, we may disclose the terms of this Agreement to the extent necessary for us to provide App Access to you under this Agreement.

Any request or demand, including subpoenas, by a third Party for Confidential Information in Jade’s possession or control will be immediately forwarded by the recipient to Colorado’s principal representative to handle such requests and demands.  Colorado has the right to move to squash any subpoena received from a third party seeking any such Confidential Information.

Your Confidential Information of any kind will be stored, processed, or transferred only in or to facilities located within the United States, and will not be distributed or sold to any third party, retained in any files or otherwise, or used by Jade or is agents in any way, except as authorized by this Agreement or Jade’s Privacy Policy, by law, unless approved in writing by the State of Colorado.  From time to time Jade may be required to make available to the state of Colorado encrypted and authenticated data, which may include your Confidential Information.    

Term, App Charges, Termination, Survival

 

App Access is made available to you on a subscription-basis with a term of 1 year (the “Term”).  Rates for App Access (the “App Charges”) are found on the App Charges Schedule and may be paid for on an annual or monthly basis as set forth therein.  You have the right to terminate your App Access or otherwise discontinue use of the App at any time, but you will remain responsible for the App Charges through the length of the Term.  

Jade bills you for your App Access through a third-party online billing company (the “Billing Company”).  You agree to pay the Billing Company for your App Access as outlined in the App Charges Schedule and you authorize the Billing Company to charge your credit card on file choice for such App Access.  You consent to the Billing Company charging you for payments that occur on a recurring basis (i.e. monthly App Charges), without requiring your prior approval for each recurring charge throughout the Term.  You also consent to the Billing Company charging you for payments that occur on a one-off basis (i.e. Data Access Overage Fee as described in the App Charges Schedule), without requiring your prior approval for each such charge throughout the Term.  The Billing Company reserves the right to correct any errors or mistakes in pricing that it makes even if it has already requested or received payment.  All payments are in U.S. dollars. 

The App Charges do not include any taxes, levies, duties, or similar governmental assessments of any nature (collectively, “Taxes”).  You are responsible for paying all Taxes associated with your App Access.  If we have the legal obligation to pay or collect Taxes on your behalf, you will be charged for such taxes through the Billing Company as per above and you consent to the Billing Company charging payments for Taxes without requiring your prior approval.

The App Charges do not include any subscription, service, and/or use fees related to “browser” third party software and for any fees or charges for any systems components (including but not limited to hardware and software) required to access and use the App; you will be solely responsible for any fees charged by an Internet Service Provider.  Currently proper App Access requires one of the following browsers: Internet Explorer 11; Microsoft Edge; the most current version of Chrome desktop; the most current version of Safari Mac; or the most current version of Firefox.

We maintain the right (without prejudice to any other right or remedy we may have under this Agreement, at law or in equity) to immediately suspend or terminate your App Access if you fail to make any payment required under this Agreement when due or otherwise breach any provision of this Agreement.  If we suspend or terminate your App Access, you remain responsible for the payment of any App Charge outlined under the App Charge Schedule or any Taxes for the remainder of the Term.  You and Jade agree that any payments due to us after such suspension or termination represent a reasonable approximation of our actual damages in the event of the early termination of this Agreement, are not in the nature of a penalty and that actual damages would be difficult to ascertain with precision.  If we terminate or suspend your App Access for any reason, you are prohibited from registering and creating a new account under your name, a fake or borrowed name, or the name of any third party, even if you may be acting on behalf of the third party.  

We will terminate this Agreement immediately and without notice to you upon the first to occur of the following events: (a) you file a petition of action or an action is taken by or against you under any law dealing with insolvency or bankruptcy; (b) a receiver is appointed over your assets; (c) you enter into a deed of arrangement or make an assignment for the benefit of creditors; or (d) you cease to function as a going concern or an order is made or a resolution passed to that effect.

You may terminate this Agreement for any material breach of this Agreement by us that continues uncured for 30 or more days following our receipt of your notice of such material breach.  In the event of termination for our uncured material breach, we will either refund a pro-rata portion of the App Charge (if you paid annually for your App Access) or stop your monthly billing for your continued App Access (if you pay for such App Access on a monthly basis).  You will, however, remain obligated to pay all App Charges incurred by you through the date of such termination.

Upon termination of this Agreement for any reason whatsoever, you will cease your App Access.  

The provisions of this Agreement that by their nature are intended to survive termination or expiration of this Agreement will survive any such termination or expiration.  

Third Party Content and Websites

The App allows you to access certain third party Internet applications (“Third Party Applications”) and/or certain content provided by third parties and resources (“Third Party Content”), each of which are or may be governed by separate agreements.  You acknowledge and agree that we are not responsible or liable for: (a) the availability, functionality, accuracy, reliability, or privacy practices of such Third Party Applications or Third Party Content; or (b) the products or services on or available from such Third Party Applications or through such Third Party Content.  Access to such Third Party Applications or Third Party Content does not imply any endorsement by us of such Third Party Applications or Third Party Content or products or services available from or through such Third Party Applications or Third Party Content.  You acknowledge sole responsibility for and assume all risk arising from your use of any Third Party Applications or Third Party Content, as well as all responsibility and risk related to any terms and conditions or other agreements that govern such Third Party Applications or Third Party Content and your relationship with the providers of such Third Party Applications or Third Party Content.  Furthermore, you agree and acknowledge that your App Access means you are in compliance with the terms and conditions of such Third Party Applications or Third Party Content and that you remain liable for any such usage. 

Arbitration, Class-Action Waiver, Jury Waiver

PLEASE READ THE FOLLOWING PARAGRAPHS CAREFULLY BECAUSE THEY REQUIRE YOU TO AGREE TO RESOLVE ALL DISPUTES BETWEEN US THROUGH BINDING INDIVIDUAL ARBITRATION.

You agree that all claims and disputes (whether contract, tort, or otherwise), including all statutory claims and disputes, arising out of or relating to this Agreement that cannot be resolved in small claims court will be resolved by binding arbitration on an individual basis, except that you are not required to arbitrate any dispute in which either party seeks equitable relief for the alleged unlawful use of copyrights, trademarks, trade names, logos, trade secrets, or patents.  To be clear: The phrase “all claims and disputes” also includes claims and disputes that arose between us before the effective date of this Agreement.

The Federal Arbitration Act governs the interpretation and enforcement of this dispute-resolution provision.  Arbitration will be initiated through the Denver, Colorado office of JAMS and will be governed by its then-existing Comprehensive Arbitration Rules & Procedures.  If JAMS is not available to arbitrate, the parties will select an alternative arbitral forum.  The rules of the arbitral forum will govern all aspects of this arbitration, except to the extent those rules conflict with this Agreement.  The arbitration will be conducted by a single neutral arbitrator. Any claims or disputes where the total amount sought is less than $5000 USD may be resolved through binding non-appearance-based arbitration, if available and at the option of the party seeking relief.  For claims or disputes where the total amount sought is $5000 USD or more, the right to a hearing will be determined by the arbitral forum’s rules. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.

If non-appearance arbitration is available and elected, the arbitration will be conducted by telephone, online, written submissions, or any combination of the three; the specific manner will be chosen by the party initiating the arbitration.  The arbitration will not involve any personal appearance by the parties or witnesses unless the parties mutually agree otherwise.

In the event of arbitration, each party will bear its own attorneys’ fees, cost and disbursements arising out of the arbitration, and will pay an equal share of the fees and costs of the arbitrator and JAMS; however, the arbitrator may award to the prevailing party reimbursement of its reasonable attorneys’ fees and costs (including, for example, expert witness fees and travel expenses), and/or the fees and costs of the arbitrator.

The arbitrator will decide the jurisdiction of the arbitrator and the rights and liabilities, if any, of you and Jade.  The dispute will not be consolidated with any other matters or joined with any other cases or parties.  The arbitrator will have the authority to grant motions dispositive of all or part of any claim or dispute.  The arbitrator will be authorized to award compensatory damages, but will NOT be authorized to award for non-economic damages such as, but not limited to, emotional distress, or pain and suffering or punitive or indirect, incidental or consequential damages.  The arbitrator will issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded.  The arbitrator has the same authority to award relief on an individual basis that a judge in a court of law would have.  The award of the arbitrator is final and binding upon you and Jade.

YOU AND JADE WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO GO TO COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY.  We are instead electing to have claims and disputes resolved by arbitration.  Arbitration procedures are typically more limited, more efficient, and less costly than rules applicable in court and are subject to very limited review by a court.  In any litigation between us over whether to vacate or enforce an arbitration award, you WAIVE ALL RIGHTS TO A JURY TRIAL, and elect instead to have the dispute be resolved by a judge.

ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS AGREEMENT MUST BE ARBITRATED OR LITIGATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS BASIS.  CLAIMS OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR LITIGATED JOINTLY OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER.  If, however, this waiver of class or consolidated actions is deemed invalid or unenforceable, neither you nor we are entitled to arbitration; instead all claims and disputes will be resolved in a court as set forth below.

Any rights and limitations related to arbitration and set forth in this Agreement may be waived by the party against whom the claim is asserted.  Such waiver will not waive or affect any other portion of this Agreement.

You may opt out of this arbitration clause.  If you do so, neither you nor Jade can force the other to arbitrate.  To opt out, you must notify us in writing no later than 30 days after first becoming subject to this Agreement.  Your notice must include your name and address, your username and the email address you used to set up your App account, and an unequivocal statement that you want to opt out of this arbitration clause of this Agreement.  You must either mail your opt-out notice to this address: Jade, LLC, ATTN: Arbitration Opt-Out, 3915 Celtic Lane, Fort Collins, CO 80524, or email the opt-out notice to arbitration-opt-out@jadeinsights.com.

Notwithstanding the foregoing, either you or Jade may bring an individual action in small claims court.

This arbitration clause will survive the termination of your relationship with Jade.  If this arbitration clause is invalidated in whole or in part, the parties agree that the exclusive jurisdiction and venue described below will govern any claim in court arising out of or related to this Agreement.

Disclaimers

  

THE APP AND APP ACCESS ARE PROVIDED TO YOU “AS IS” AND “WITH ALL FAULTS” AND ON AN “AS AVAILABLE” BASIS.  TO THE FULLEST EXTENT PERMITTED BY LAW, JADE, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED OR STATUTORY, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY OR WORKMANLIKE PERFORMANCE, FITNESS FOR A PARTICULAR PURPOSE, RELIABILITY, AVAILABILITY, ACCURACY, COMPLETENESS, LACK OF VIRUSES, NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR OTHER VIOLATION OF RIGHTS.

Limitations of Liability

 

IN NO EVENT WILL JADE OR ITS DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING, WITHOUT LIMITATION, LOST PROFIT, LOST REVENUE, LOSS OF DATA, LOSS OF GOODWILL, OR OTHER DAMAGES ARISING FROM THE APP OR YOUR APP ACCESS OR YOUR INABILITY TO ACCESS AND USE THE APP, EVEN IF JADE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.  NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, JADE’S LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE AMOUNT PAID, IF ANY, BY YOU TO JADE FOR YOUR APP ACCESS DURING THE THREE MONTH PERIOD TRAILING SUCH CAUSE OF ACTION.  NOTHING HEREIN WILL LIMIT YOUR PAYMENT OBLIGATIONS UNDER THE “TERM, APP CHARGES, TERMINATION, SURVIVAL” SECTION ABOVE.

  

IF YOU ARE A CALIFORNIA RESIDENT, YOU WAIVE CALIFORNIA CIVIL CODE SECTION 1542, WHICH SAYS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH, IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.”   

Indemnity

 

To the fullest extent permitted by applicable law, you agree to indemnify and hold Jade harmless from and against all damages, losses, and expenses of any kind (including reasonable attorney’s fees and costs) arising out of: (a) your breach of this Agreement; (b) any of Your Data; (c) any activity related to your App Access; and (d) your violation of any law or the rights of a third party.  Notwithstanding the foregoing, we reserve the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate, at your expense, with our defense of such claims.  We will use reasonable efforts to notify you of any such claim, action, or proceeding that is subject to this indemnification upon becoming aware of it. 

Exclusive Venue, Choice of Law

To the extent that this Agreement allow you or Jade to initiate litigation in a court, both you and Jade agree that all claims and disputes (whether contract, tort, or otherwise), including statutory claims and disputes, arising out of or relating to this Agreement, the App, or App Access will be litigated exclusively in the Larimer County District Court in Larimer County, Colorado. 

The laws of the State of Colorado, other than its conflict-of-laws principles, govern this Agreement and any claims and disputes (whether contract, tort, or otherwise) arising out of or relating to this Agreement or its subject matter. 

Notices

Except as explicitly stated otherwise, any notices given to us will be given by email to the address listed in the contact information below.  Any notices given to you will be given to the email address you provided during the registration process, or such other address as you may specify.  Notice is deemed to be given twenty-four (24) hours after the email is sent, unless the sending party is notified that the email address is invalid.  We may also choose to send notices by regular mail.

Export Compliance

You acknowledge that the App is subject to export control restrictions of various countries.  You agree to comply with all applicable international and national laws that apply to the App, including all of the applicable export restriction laws and regulations.  

Miscellaneous

This Agreement constitutes the entire agreement between us regarding the App and/or App Access.  Jade’s failure to exercise or enforce any right or provision of this Agreement does not operate as a waiver of such right or provision.  The section titles in this Agreement are for convenience only and have no legal or contractual effect.  This Agreement operates to the fullest extent permissible by law.  This Agreement and your rights and obligations under it may not be assigned by you without our express written consent.  We may assign any or all of our rights and obligations to others at any time.  We are not responsible or liable for any loss, damage, delay or failure to act caused by any cause beyond Jade’s reasonable control.  If any provision or part of a provision of this Agreement is unlawful, void or unenforceable, that provision or part of the provision is deemed severable from this Agreement and does not affect the validity and enforceability of any remaining provisions.  There is no joint venture, partnership, employment or agency relationship created between you and Jade as a result of this Agreement or your App Access.  There are no intended third party beneficiaries of this Agreement, nor will any such third party beneficiary be deemed to exist by implication.  Upon our request, you will furnish Jade any documentation, substantiation or releases necessary to verify your compliance with this Agreement.  You agree that this Agreement will not be construed against us by virtue of our having drafted it.  You and Jade (a) acknowledge that cannabis remains a Schedule I substance under the Controlled Substances Act and (b) waive “illegality” or “against public policy” as grounds to void or invalidate this Agreement.

Contact Us

In order to resolve a complaint regarding the App, report Urgent Comments, request support, or to receive further information regarding use of the App, please contact us via the information provided below: 

Jade, LLC

3915 Celtic Lane

Fort Collins, CO 80524

Email: support@jadeinsights.com

Phone: 970.829.1214

To opt-out of the binding arbitration clause of this Agreement, mail your opt-out notice to:

Jade, LLC

ATTN: Arbitration Opt-Out

3915 Celtic Lane

Fort Collins, CO 80524

or email the opt-out notice to: arbitration-opt-out@jadeinsights.com

Privacy Policy

JADE, LLC PRIVACY POLICY

General

 

Jade, LLC (“Jade” or “we” or “us” or “our”) respects the privacy of its users (“user” or “you”) who access and use our web-based software application available through app.jadeinsights.com and the services provided therein (collectively, the “App”).  Jade’s following privacy policy (this “Privacy Policy”) is designed to inform you, as a user of the App, about the types of information we may gather about or collect from you in connection with your access and use of the App (collectively, the “App Access”).  It also is intended to explain the conditions under which we use and disclose that information, and your rights in relation to that information.  Changes to this Privacy Policy are discussed at the end of this document.  Each time you use the App, however, the current version of this Privacy Policy will apply. Accordingly, each time you use the App you should check the date of this Privacy Policy (which appears at the beginning of this document) and review any changes since the last time you used the App.

The App is hosted in the United States of America and is subject to U.S. state and federal law.  If your App Access occurs in other jurisdictions, please be advised that you are transferring your personal information to us in the United States, and by your App Access, you consent to that transfer and use of your personal information in accordance with this Privacy Policy.  You also agree to abide by the applicable laws of applicable states and U.S. federal law concerning your App Access and your agreements with us.  Any persons’ App Access from any jurisdiction with laws or regulations governing the use of the Internet, including personal data collection, use and disclosure, different from those of the jurisdictions mentioned above may only use the App in a manner lawful in their jurisdiction.  If your App Access would be unlawful in your jurisdiction, please do not access or use the App.

 

BY USING OR ACCESSING THE APP, YOU ARE ACCEPTING THE PRACTICES DESCRIBED IN THIS PRIVACY POLICY.

 

Gathering, Use, and Disclosure of Non-Personally-Identifying Information

Users of the App Generally

 

“Non-Personally-Identifying Information” is information that, without the aid of additional information, cannot be directly associated with a specific person (“NPII”).  “Personally-Identifying Information,” by contrast, is information such as a name or email address that, without more, can be directly associated with a specific person (as more fully described in Jade’s Terms of Use Agreement, “PII”).  Jade gathers from App users NPII of the sort that Web browsers, depending on their settings, may make available.  That information includes the user’s Internet Protocol (IP) address, operating system, browser type and the locations of the App the user views right before arriving at, while navigating and immediately after leaving the App.  Although such information is not PII, it may be possible for Jade to determine from an IP address a user’s Internet service provider and the geographic location of the visitor’s point of connectivity as well as other statistical usage data.  We analyze NPII gathered from App users us better understand how the App is being used.  By identifying patterns and trends in usage, we are able to better design the App to improve users’ experiences, both in terms of content and ease of use.  From time to time if permitted by law, we may also release the NPII gathered from App users in the aggregate, such as by publishing a report on trends in the usage of the App.

Cookies

 

A “Cookie” is a string of information which assigns a user a unique identification that a website stores on a user’s computer, and that the user’s browser provides to the website each time the user submits a query to the website.  We use cookies on the App to keep track of services you have used, to record registration information regarding your login name and password, to record your user preferences, to keep you logged into the App, and to facilitate purchase procedures.  We also use Cookies to track the pages that users visit during each App session, both to help us improve users’ experiences and to help us understand how the App is being used.  As with other NPII gathered from App users, we analyze and disclose in aggregated form information gathered using Cookies, so as to help us, our partners and others better understand how the App is being used.  APP USERS WHO DO NOT WISH TO HAVE COOKIES PLACED ON THEIR COMPUTERS SHOULD SET THEIR BROWSERS TO REFUSE COOKIES BEFORE ACCESSING THE APP, WITH THE UNDERSTANDING THAT CERTAIN FEATURES OF THE APP MAY NOT FUNCTION PROPERLY WITHOUT THE AID OF COOKIES.  APP USERS WHO REFUSE COOKIES ASSUME ALL RESPONSIBILITY FOR ANY RESULTING LOSS OF FUNCTIONALITY.

Beacons

 

A “Beacon” is an object that is embedded in a web page or email that is usually invisible to the user and allows website operators to check whether a user has viewed a particular web page or an email.  We may use Beacons on the App and in emails to count users who have visited particular pages, viewed emails and to deliver co-branded services.  Beacons are not used to access users’ PII.  They are a technique we may use to compile aggregated statistics about App usage.   Beacons collect only a limited set of information, including a Cookie number, time and date of a page or email view and a description of the page or email on which the Beacon resides.  You may not decline Beacons. However, Beacons can be rendered ineffective by declining all Cookies or modifying your browser setting to notify you each time a Cookie is tendered, permitting you to accept or decline Cookies on an individual basis.  

Analytics

 

We may use third-party vendors, including Google, who use first-party cookies (such as the Google Analytics cookie) and third-party cookies (such as the DoubleClick cookie) together to inform, optimize and serve ads based on your past activity on the App.  The information collected may be used to, among other things, analyze and track data, determine the popularity of certain content and better understand online activity.  If you do not want any information to be collected and used by Google Analytics, you can install an opt-out in your web browser (https://tools.google.com/dlpage/gaoptout/) and/or opt out from Google Analytics for Display Advertising or the Google Display Network by using Google’s Ads Settings (www.google.com/settings/ads).

Aggregated, Non-Personally-Identifying Information, Anonymized Information

 

If legally permissible we may rent, sell, or share any aggregated NPII we collect under any of the above circumstances for a variety of business purposes, including, but not limited to, developing and delivering targeted advertising on websites of third parties, combining it with additional NPII collected from other sources, or for general business analysis.  This information does not contain any PII and may be used to develop website content and services that we hope you and other users will find of interest and to target content and advertising.  If legally permissible we may also anonymize PII (meaning we remove personally identifiable information from certain data/information and make such data/information anonymous (“Anonymized Information”)) and we may rent, sell, or share to third parties such Anonymized Information or Anonymized Information products.  You may opt out of having your NPII/Anonymized Information being used in this manner. To opt out, you must notify us in writing no later than 30 days after first becoming subject to this Privacy Policy.  Your notice must include your name and address, your username and the email address you used to set up your App account, and a statement that you want to opt out of having your NPII/ Anonymized Information used in this manner.  You must either mail your opt-out notice to this address: Jade, LLC, ATTN: NPII Opt-Out, 3915 Celtic Lane, Fort Collins, CO 80524, or email the opt-out notice to NPII-opt-out@jadeinsights.com.

Collection, Use, and Disclosure or Personally-Identifying Information

 

App Registration

 

As defined above, PII is information that can be directly associated with a specific person.  We may collect a range of PII from and about App users. Much of the PII collected by us about users is information provided by users themselves when registering for App Access or communicating with us.  That information may include each user’s name, address, email address, MED badge number, API key, and telephone number.  Users of the App are under no obligation to provide us with PII of any kind, with the caveat that a user’s refusal to do so may prevent the user from App Access or any portion thereof.  

BY REGISTERING WITH OR USING THE APP, YOU CONSENT TO THE USE AND DISCLOSURE OF YOUR PERSONALLY-IDENTIFYING INFORMATION AS DESCRIBED IN THIS “COLLECTION, USE AND DISCLOSURE OF PERSONALLY-IDENTIFYING INFORMATION” SECTION.

Company Communications

 

We may occasionally use your name and email address to send you notifications regarding new services offered by the App that we think you may find valuable.  We may also send you App-related announcements from time to time through the general App Access.  Generally, you may opt out of such emails at the time of registration or through your account settings, though we reserve the right to send you notices about your account, such as changes to our Terms of Use Agreement, service announcements, and administrative messages, even if you opt out of all voluntary email notifications.  To opt out of receiving voluntary communications from us, you must either mail your opt-out notice to this address: Jade, LLC, ATTN: Voluntary Communications Opt-Out, 3915 Celtic Lane, Fort Collins, CO 80524, or email the opt-out notice to Voluntary-Communications-opt-out@jadeinsights.com.

Our Disclosures

 

Please see the “Your Data, Confidentiality” section of the Terms of Use Agreement to understand the disclosure and security of PII.  In addition to those circumstances, we reserve the right to transfer all PII in its possession to a successor organization in the event of a merger, acquisition, bankruptcy or other sale of all or a portion of our assets if permitted by law; other than to the extent ordered by a bankruptcy or other court, the use and disclosure of all transferred PII will be subject to this Privacy Policy, or to a new privacy policy if you are given notice of that new privacy policy and are given an opportunity to affirmatively opt-out of it.  PII submitted or collected after a transfer, however, may be subject to a new privacy policy adopted by the successor organization.

 

Changing Personally-Identifying Information; Account Termination

 

You may at any time review or change your PII by contacting us using the contact information below.  Upon your request, we will deactivate or delete your account and contact information from our active databases.  Such information will be deactivated or deleted as soon as practicable based on your account activity and accordance with our deactivation policy and applicable law.  To make this request contact us as provided below. We will retain in our files some PII to prevent fraud, to troubleshoot problems, to assist with any investigations, to enforce our Terms of Use Agreement and to comply with legal requirements as is permitted by law.  Therefore, you should not expect that all your PII will be completely removed from our databases in response to your requests.  Additionally, we keep a history of changed information to investigate suspected fraud with your account.

General Use

 

We use PII in the file we maintain about you, and other information we obtain from your current and past activities on the App: (a) to grant you App Access; (b) to manage your account, provide you with support, and troubleshoot problems; (c) to communicate with you by email, postal mail, telephone and/or mobile devices; (d) to measure consumer interest in our services; (e) to inform you of App updates and changes to our Terms of Use Agreement; (f) to customize your experience; (g) to detect and protect us against error, fraud and other criminal activity; (h) to enforce our Terms of Use Agreement; and (i) to do as otherwise described to you at the time of collection or as needed to manage our business.  At times, we may look across multiple users to identify problems.  In particular, we may examine your PII to identify users using multiple user IDs or aliases.  We may compare and review your PII for accuracy and to detect errors and omissions.  

 

Collection and Use of Information by Third Parties Generally

 

We prohibit our contractors, affiliates, vendors and suppliers from disclosing PII received from us, other than in accordance with this Privacy Policy and our Terms of Use Agreement.  However, third parties are under no obligation to comply with this Privacy Policy with respect to PII that users provide directly to those third parties, or that those third parties collect for themselves.  We neither own nor control the third-party websites and applications accessible through the App.  Thus, this Privacy Policy does not apply to information provided to or gathered by the third parties that operate them.  Before visiting a third party, or using a third-party application, whether by means of a link on the App, directly through the App or otherwise, and before providing any PII to any such third party, users should inform themselves of the privacy policies and practices (if any) of the third party responsible for that website or application, and should take those steps necessary to, in those users’ discretion, protect their privacy.

 

Privacy Policy Changes

 

We may, in our sole discretion, change this Privacy Policy from time to time.  Changes to this Privacy Policy will be posted via the App and revisions will be indicated by date.  We will alert you as to any such modifications via the App; in the event of such modifications you will be required to select “I AGREE” (or a button with similar language indicating your acceptance of such modifications) when you access the App in order to continue your App Access, which is your agreement to be bound to any changes to this Privacy Policy.  Any modifications to this Agreement will become effective immediately after we post it.  Unless stated otherwise, our current Privacy Policy applies to all information that we have about you and your account.  We may also, as determined in our discretion, decide to notify you of changes made to this Privacy Policy via email or otherwise.  Accordingly, it is important that you always maintain and update your contact information.

Children

 

The Children’s Online Privacy Protection Act (“COPPA”) protects the online privacy of children under 13 years of age. We do not knowingly collect or maintain PII from anyone under the age of 21.  Any person who provides PII through the App represents to us that s/he is 21 years of age or older.  If we learn that PII has been collected from a user under 21 years of age on or through the App, then we will take the appropriate steps to cause this information to be deleted.  If you are the parent or legal guardian of a child under 18 who has transferred PII to the App, please contact us using our contact information below to have that account terminated and information deleted.

California Privacy Rights

 

California Civil Code Section 1798.83, also known as the “Shine The Light” law, permits our users who are California residents to request and obtain from us, once a year and free of charge, information about the PII (if any) we disclosed to third parties for direct marketing purposes in the preceding calendar year.  If applicable, this information would include a list of the categories of the PII that was shared and the names and addresses of all third parties with whom we shared PII in the immediately preceding calendar year.  If you are a California resident and would like to make such a request, please submit your request in writing to our privacy officer as listed below. 

Do-Not-Track Policy

 

Most web browsers and some mobile operating systems include a Do-Not-Track (“DNT”) feature or setting you can activate to signal your privacy preference not to have data about your online browsing activities monitored and collected.  The App currently does not respond to DNT browser signals or mechanisms.

 

Contact

If you have any questions regarding our Privacy Policy, please contact our Privacy Officer at:

 

Jade, LLC

Attn: Privacy Officer

3915 Celtic Lane

Fort Collins, CO 80524

Email: privacy@jadeinsights.com

Phone: (970) 829-1214

To opt-out of having your NPII/Anonymized Information rented, sold, or shared (if legally permissible), you mail your opt-out notice within 30 days after first becoming subject to this Privacy Policy to:  

Jade, LLC

ATTN: NPII Opt-Out

3915 Celtic Lane, Fort Collins, CO 80524

or email the opt-out notice to NPII-opt-out@jadeinsights.com

To opt-out of receiving voluntary communications from us, mail your opt-out notice to:

Jade, LLC

ATTN: Voluntary Communications Opt-Out

3915 Celtic Lane

Fort Collins, CO 80524

or email the opt-out notice to: Voluntary-Communications-opt-out@jadeinsights.com

Company