Higher Origins Terms of Use

1.0 Overview

The website www.higherorigins.com and its related apps (together referred to as the “Site” and/or the “App”) are owned by Higher Origins, Inc. (“Higher Origins,” “Us,” “Our,” or “We”). Higher Origins offers software resources and information about the cannabis market through the Site and App. This includes user pages, articles, product info, image hosting, cannabis license searches in California, market insights, and marketing tools like menus and a marketplace. These services are intended for users of the Site (referred to as “End Users”).

Higher Origins also provides services to cannabis-related businesses like dispensaries, manufacturers, distributors, and cultivators in California (referred to as “Customers” and also “you” or “your”). Customers can list their business details and promote their services or products through menus (“Menus”), business pages (“Business Pages or Pages”), and the Higher Origins Marketplace (“The Marketplace”). These services offered to Customers are called “Business Services.” Collectively, Business Services and End User Services are referred to as the “Services.” Additional rules or guidelines for certain features may be posted on the Site, and they are part of this Agreement.

These Terms of Use (“Agreement”) establish the legal terms for using the Site and Business Services. If you use the Site or Business Services, you agree to this Agreement and confirm you have the authority to enter it. If you are using the Site or Services on behalf of a company or organization, you confirm you are authorized to represent and bind that entity to this Agreement. If you do not agree with these terms, do not use the Site or Business Services.

2.0 Customer Accounts

1. Some features of our Site, App, and Services depend on your type of California Cannabis License. To access these features, you must sign up with a valid license number, verify your legal status by submitting your METRC API key. Additional features may be paywalled, and only accessible by completing a payment for a monthly subscription called the Supporter Tier and maintaining a good Supporter Tier account standing.
2. By signing up, you confirm that:
   • (a) You have all necessary licenses for your business, including retail licenses as required by your local or state authorities.
   • (b) You’ll provide copies of these licenses to Higher Origins upon request and must provide a valid METRC API key and a California Cannabis License number during sign-up.
   • (c) The information you provide is accurate and up-to-date.
3. If you’re claiming a Business Page, you confirm you are the owner or authorized agent.
4. You’re responsible for keeping your account details confidential and for all activities under your account. Notify Higher Origins immediately if there’s any unauthorized access. We’re not liable for any issues if these requirements aren't followed.

3.0 Payment Terms

1. Ordering Services: You can order subscription-based services through our website or with a sales rep. Subscriptions renew automatically unless you cancel. You can cancel anytime by contacting us at [email protected]. Pricing changes will be communicated via email.
2. Payment Terms: Some services are free, while others are available only through the Supporter Tier subscription plan and require a fee. You agree to pay the listed or quoted subscription fees. Payments can be made via ACH, bank check, or cash. Subscriptions renew on the 1st of each month. If you cancel or your account is terminated, reactivation will be at the current rates. Refunds may be granted on a case-by-case basis. You’re responsible for taxes and fees. If payment fails, Higher Origins will notify you. If not resolved in 10 days, your service may be restricted or terminated.
3. Software Fee Policy: When orders are completed through the Marketplace, Higher Origins will charge a 3.5% software usage fee from the seller, calculated based on the total bottom line value of all completed orders as compensation for usage of the Site, Services, and App. This fee comes due on the 1st of each month, and must be paid within 30 days of the due date. Failure to pay these fees in full may result in account suspension, restriction, or loss of access to Marketplace services.
4. Software Fee Grace Period Policy: The 3.5% software usage fee is optional on all orders completed within 90 days of the seller’s account activation. Higher Origins will still bill for these fees during this time, but users are not required to pay for any fees calculated from sales in the 90-day grace period, and will face no repercussions from non payment of fees in the grace period. Fees from the grace period do not accrue and will not be counted towards account balance after the grace period has expired. Users are allowed and encouraged to pay fees incurred within the grace period anyway to support Higher Origins.
5. Software Fee Reduction Policy: Users who can prove they are actively licensed by the State of California for 5,000 square feet of cultivation or less will never be charged usage fees of any kind on their Marketplace usage. Users with an active paid Supporter Tier plan will only be charged a 2.5% usage fee.

4.0 Site Usage

1. License: Higher Origins gives you a limited, non-transferable, non-exclusive license to use the Site and Services based on this Agreement.
2. Restrictions: Your usage rights come with these limitations:
   • a. You can’t sell, rent, transfer, or commercially exploit the Site or Services.
   • b. You can’t modify, reverse engineer, or create derivative works of the Site or Services.
   • c. You can’t use the Site or Services to create a similar or competing service.
   • d. You can’t copy or distribute any part of the Site or Services unless expressly allowed.
3. All updates or new features of the Site or Services will follow the same rules. Keep any copyright and proprietary notices intact.
4. Modifications: Higher Origins can change, suspend, or discontinue any part of the Site or Services at any time, without liability to you or anyone else.
5. Ownership: Except for your Customer Content, all intellectual property related to the Site and Services belongs to Higher Origins or its licensors. You don’t gain any ownership rights under this Agreement

5.0 Customer Content

1. Definition: Customer Content includes any information or content you upload or use with the Site or Services, such as your business information, promotions, photos, and data collected through third-party services (like METRC).
2. Responsibilities: You’re solely responsible for your Customer Content and any risks associated with it, like its accuracy or the potential for personal information disclosure. Your Customer Content must comply with our Acceptable Use Policy, and you can’t imply that it’s endorsed by Higher Origins.
3. Backups: Higher Origins doesn’t have to back up your Customer Content, and it can be deleted anytime. If you want backups, you must create them yourself.

6.0 License and Feedback

1. License to Higher Origins: You give Higher Origins a permanent, non-exclusive, royalty-free license to use your Customer Content (like Business Pages). This means Higher Origins can reproduce, distribute, display, create new content from, and use your content worldwide for their Site and Services. They can also allow others to do the same. Even if you terminate your agreement, some of your Customer Content may still be displayed or distributed.
2. Feedback: If you share feedback or suggestions, you transfer all rights to Higher Origins. They can use this feedback however they like. Feedback won’t be treated as confidential, so don’t submit anything you consider private or proprietary.

7.0 Acceptable Use Policy

1. General Restrictions: You agree not to use the Site or Services to upload or share content that:
   • a. Violates third-party rights, like copyrights or trademarks.
   • b. Is illegal, abusive, threatening, or offensive, including material promoting hate, racism, or harm.
   • c. Breaks any laws or third-party agreements.
   • d. Damages reputations or targets competitors unfairly.
   • e. Is paid political advertising, regardless of party, jurisdiction, or cause.
2. Compliance with Laws: You must follow all applicable laws when using the Services. This includes laws about advertising cannabis products. If someone substantially accuses you of illegal or unethical behavior, Higher Origins can temporarily or permanently suspend or terminate your account at their discretion.
3. Cannabis-Related Content Restrictions: You can’t share content that:
   • a. Makes false claims about your products.
   • b. Promotes over-consumption.
   • c. Shows or suggests minors are involved.
   • d. Appeals specifically to people under 21.
   • e. Promotes or offers illegal cannabis sales or non-compliant business practices

8.0 Customer Content Guidelines

1. Keeping Content Updated: You’re responsible for ensuring your Customer Content is accurate and up-to-date.
2. Reviews: You can’t post reviews about your own or a competitor’s business or products. Reviews must reflect your direct, personal experience and should not be based on secondhand information. Reviews must also avoid:
   • a. All capital letters.
   • b. Plagiarism.
   • c. Spam or advertisements, including paid political content.
   • d. Sharing personal info about anyone.
   • e. Lewd or inappropriate comments about someone’s appearance.
   • f. Mentioning unrelated businesses or products.
   • g. Being generated by bots or automated services.
   • h. Being written by AI.
   • i. Venting personal complaints unrelated to the product or service.
   • j. Including location or personal information about a licensee beyond what is legally shared by the State (doxxing).
   • k. Slurs or offensive terminology about any protected class.
   • l. Promotion of sales or service.
   • m. Misleading links.
3. Photos: Any photos must be clear, relevant, and accurately show the product or business. They can’t contain graphic, violent, or offensive content. Artistic interpretation of images is on a case-by-case basis and Higher Origins retains the right to remove any photos it deems inappropriate at its sole discretion.
4. Advertising Standards: Your content can have ads, but they must only promote your licensed cannabis-related business or products.
5. Technology Restrictions: You must not use the Site to:
   • a. Spread viruses or harmful software.
   • b. Send spam, unauthorized ads, or chain letters.
   • c. Collect data from others without consent.
   • d. Disrupt or interfere with servers or networks.
   • e. Impersonate others or gain unauthorized access.
   • f. Harass or interfere with other users.
   • g. Use scripts or software to create multiple accounts or scrape data.
   • h. Share, solicit, promote, or link any investment platform, debt instrument, exchange, or digital cryptocurrency wallet.
6. Monitoring and Enforcement: Higher Origins can review and remove content or terminate accounts if they suspect you’re violating these rules. They can also report you to law enforcement if needed.
7. Indemnity: You agree to protect and cover Higher Origins (including its employees and agents) from any claims or costs, including legal fees, arising from:
   • a. Your use of the Site or Services.
   • b. Your interactions with other users (like other Customers or your customers).
   • c. Your Customer Content.
   • d. Your breach of this Agreement.
   • e. Your violation of any laws or regulations.

If Higher Origins chooses to take over the defense of such claims, you must cooperate and can’t settle the matter without Higher Origins' approval. They’ll notify you if a claim arises.

9.0 Other Users

1. Interactions with Other Users: Any interactions or transactions between you and other users (including redemption of Deals) are solely between you and those users. Higher Origins isn’t responsible for any issues or disputes that arise. They’re not obligated to get involved, and you must not encourage others to break this Agreement or Higher Origins' Terms of Use. Release: You release Higher Origins (and its employees, agents, successors, etc.) from any claims or disputes resulting from your interactions with other users. This includes any potential damages, injuries, or legal matters.

10.0 Disclaimers

1. The Site and Services are provided “as-is” without any guarantees. Higher Origins and its suppliers disclaim all warranties, including:
   • a. That the Site or Services will meet your needs.
   • b. That the Site or Services will always be available, uninterrupted, or error-free.
   • c. That the Site or Services will be accurate, reliable, virus-free, or legally safe.
   • d. That the Site or Services will comply with cannabis law in all jurisdictions.
2. You are responsible for ensuring your use of the Site or Services complies with all legal or regulatory requirements. Use of the Site or Services is at your own risk.

11.0 Limitation of Liability

1. We (and our suppliers) are not responsible for any lost profits or indirect, consequential, special, incidental, or punitive damages related to this agreement, your use of the site or services, or your inability to use them. This applies even if we were warned that these damages could happen. Your access to and use of the site and services are at your own risk. You are responsible for any damage to your computer or loss of data from using the site or services.
2. If you have a claim related to this agreement, our liability (and our suppliers' liability) will be limited to the amount you paid to Higher Origins in the last 12 months (if any). Having more than one claim will not increase this limit.
3. Higher Origins does not vouch for, underwrite, secure, or co-sign any transactions, deals, terms, or business transactions between its users. Transactions facilitated by Orders placed via Higher Origins services are the sole responsibility of the parties of the transaction, and Higher Origins disclaims responsibility for any conflicts arising from these transactions. Users should always do their own due diligence when conducting Business-To-Business sales. As an ancillary software company, Higher Origins claims no financial ownership, stake, possession, or handling responsibility for any products bought, sold, traded, or transferred as a result of contact or Orders facilitated through the use of the App, Services, or Site.

12.0 Term and Termination

1. This agreement remains active as long as you use the site or services. We can suspend your access (including your Customer Account) or end this agreement at any time, for any reason, at our discretion. We will notify you using the contact information connected to your account, so it’s your responsibility to keep your information up to date.
2. If this agreement ends, your account and access to the site and services will be terminated immediately. You also understand that your account termination includes the deletion of your content from our live databases. Higher Origins will not be liable to you for the termination of this agreement or the deletion of your account and content. Even after this agreement ends, certain sections will still apply.

13.0 General

1. No Support or Maintenance: Higher Origins is not obligated to provide support or maintenance for the Site or Services. While our staff might assist you on a case-by-case basis, this is not guaranteed or required, and any help provided does not mean we’ll offer future assistance.
2. Changes to Terms of Use: We may occasionally update this Agreement. If major changes are made, we might notify you by posting a notice on our Site. Changes will take effect immediately when posted, and they will apply right away for new users. If you continue to use the Site or Services after the notice, you’re acknowledging the changes and agreeing to follow the updated terms.
3. Electronic Communications: You agree to receive communications from us electronically, such as through emails or notices posted on the Site. You must keep your email address current with us. By doing this, you agree that all agreements, notices, and other communications provided electronically meet any legal requirements that such communications be in writing. This does not affect your legal rights.
4. Choice of Law; Venue: This Agreement is governed by California state law, regardless of where you are located. Any legal disputes must be handled in federal or state courts located in San Francisco, California, and both you and Higher Origins agree to this jurisdiction.
5. Severability: If any provision of this Agreement is invalidated by a court decision, statute or rule, or otherwise becomes invalid, the remainder of this Agreement shall remain in effect unchanged.
6. Miscellaneous: This Agreement, along with Higher Origins' general Terms of Use and Privacy Policy, is the entire agreement between us. If we don't enforce a part of this Agreement, it doesn’t mean we’re giving up that right. Section titles are for convenience and have no legal meaning. The term "including" means "including without limitation." If any part of this Agreement is found to be invalid, the rest will remain in effect, and the invalid part will be modified to be enforceable within the law. You are an independent contractor, not an employee, agent, or partner of Higher Origins. You can’t transfer your rights or responsibilities under this Agreement without our written consent, and attempts to do so without permission are void. This Agreement will apply to your assignees.
7. Copyright/Trademark Information: "Higher Origins" and its logo are trademarks of Higher Origins, Inc. You agree not to use these trademarks, or any third-party trademarks displayed on our site, without written consent from Higher Origins or the respective owners.