Terms of Service

PLEASE READ THESE TERMS OF SERVICE CAREFULLY

Thank you for signing up to receive one or more of the proprietary platforms as a service provided by Headset, Inc., a Delaware corporation (“Headset”, “we”, “us”, and their derivatives). These Terms of Service (“Terms of Service”), together with the AUP (defined below) and any Order (defined below), constitute an agreement (this “Agreement”) by and between Headset and the corporation, LLC, partnership, sole proprietorship, or other business entity executing this Agreement (“Customer”, “you”, “your” and their derivatives). This Agreement is effective as of the date (such date, the “Effective Date”) Customer (1) clicks “Accepted and Agreed To” (or equivalent language) in response to a prompt from Headset; (2) enters into an Order with Headset (including electronically); or (3) otherwise indicates that it agrees to be bound by these Terms of Service.

1. HEADSET SERVICES. 

Headset provides the Bridge™ (“Bridge”), Retailer™ (“Retailer”) and Insights™ (“Insights”) platforms (collectively, the “Headset Services” and each a “Headset Service”) that are designed to give retailers and vendors of cannabis-related products competitive advantages in the market. This Agreement (including, for clarity, any Orders between you and Headset) apply to your use of each of the Headset Services. 

2. DEFINITIONS.

A. “Add on” means integrations, applications and other add-ons that are used with the Headset Services.

B. “Affiliate” means any entity that is controlled by, in control of, or is under common control with you or Headset, where “control” means either the power to direct the management or affairs of such entity or ownership of 50% or more of the voting securities of such entity.

C. “Aggregate/Anonymous Data” means: (i) data generated by aggregating Customer Data with other data so that results cannot be linked to or associated with a particular user of the Headset Services (or any Authorized User) or any particular individual and (ii) anonymous learnings, logs and data regarding use of the Headset Services.

D. “AUP” means Headset’s Acceptable Use Policy, available at http://headset.io/company/acceptable-use.

E. “Authorized Users” means Customer’s duly authorized employees that are acting for Customer’s benefit and on its behalf. Contractors may be Authorized Users only with the express, written consent of Headset.

F. “Confidential Information” means code, inventions, know-how, product plans, technical and financial information exchanged under this Agreement that is identified as confidential at the time of disclosure or should reasonably be considered confidential based on the circumstances surrounding the disclosure and the nature of the information disclosed. Confidential Information does not include information that: (i) is or becomes public knowledge through no fault of the Receiving Party; (ii) was known by the Receiving Party prior to receipt of the Confidential Information; (iii) is rightfully obtained by the Receiving Party from a third-party without breach of any confidentiality obligation; or (iv) is independently developed by the Receiving Party without using the Disclosing Party’s Confidential Information. Headset’s Confidential Information specifically includes Licensed Data and Data Derivatives.

G. “Customer Data” means data in electronic form input or collected through the Headset Services by or from Customer, including, but not limited to, Submitted Data and Retailer Data

H. “Data Derivatives”, and each a “Data Derivative”, means compilations, arrangements, analyses, articles, derivative works, and/or other works of authorship that incorporate, are derivative of, make use of, and/or are based on Licensed Data.

I. “Disclosing Party” means the party disclosing Confidential Information to the Receiving Party.

J. “Documentation” means Headset’s end user technical documentation provided with the Headset Services.

K. “Headset Services” has the meaning assigned that term in Section 1 of this Agreement. “Headset Services” do not include any Third-Party Product.

L. “Licensed Data” has the meaning assigned in Section 4.a. of these Terms of Service. For clarity, Licensed Data does not include Customer Data.

M. “Order” means any Headset ordering documentation or online sign-up or subscription flow that references these Terms of Service.

N. “Privacy Policy” means Headset’s Privacy Policy available at http://headset.io/company/privacy-policy.

O. “Receiving Party” means the party receiving Confidential Information from the Disclosing Party.

P. “Regulated Data” means: (i) any personally identifiable information (other than information about Customer or Authorized Users necessary to create user accounts); or (ii) any government IDs, financial information (including bank account or payment card numbers) or any other information subject to regulation or protection under applicable laws or regulations, other than information provided by Customer in connection with payment for the Services.

Q. “Retailer Data” means data collected from Customers that use Retailer that relate to records of sales, including, by way of example, data taken from a given User’s point-of-sale system.

R. “Submitted Data” means data uploaded, inputted or otherwise submitted by Customer to any Headset Service, including Third-Party Content.

S. “Subscription Term” means the initial term for the subscription to the applicable Headset Service, as specified in an Order, and any subsequent renewal terms.

T. “Third-Party Content” means content, data or other materials that Customer provides to Headset, including through the Headset Services, from Customer’s third-party data or service providers, including through Add-Ons used by Customer.

U. “Third-Party Product” means any Add-On, applications, integrations, software, code, online services, systems and other products not developed by Headset.

V. “User” means any individual who uses the Headset Services on Customer’s behalf or through Customer’s account or passwords, whether authorized or not.
W. The “Website” means the website operated by Headset available at http://headset.io.


Other terms are defined in other Sections of this Agreement.

3. ACCOUNT REGISTRATION AND USE

Customer must register an account with Headset in order to access any of the Headset Services. Information provided at the time of registration of an account must be accurate, current and complete, and Customer agrees to make any updates to such information where necessary to keep it up to date. Any personal information you provide to us or we otherwise collect from you will be governed by the Privacy Policy.

4. RIGHT TO USE HEADSET SERVICES AND LICENSED DATA

5.    CUSTOMER DATA.

6. CUSTOMER OBLIGATIONS

Customer agrees to: (a) obtain all necessary rights, releases and consents to allow Customer Data to be collected, used and disclosed in the manner contemplated by this Agreement and to grant Headset the rights herein; (b) use the Headset Services in compliance with this Agreement; (c) not submit, collect or use any Regulated Data to or with the Headset Services (including from Third-Party Products); (d) comply with any third-party terms applicable to any Third-Party Products used in connection with the Headset Services; and (e) not take any action that would cause Headset or the Headset Services to become subject to any third-party terms. Customer represents and warrants that the collection, use and disclosure of Customer Data will not violate third-party rights, including intellectual property, privacy and publicity rights. Customer agrees to keep the information it provided when creating an account up-to-date so that Headset may send notices, statements and other information by email or through Customer’s account. Customer must ensure that any user IDs, passwords and other access credentials (such as API tokens) for the Headset Services are kept strictly confidential and not shared with any unauthorized person. If any Authorized User stops working for Customer, Customer must immediately terminate that person’s access to its account and any Headset Service. Customer will be responsible for any and all actions taken using its and its Authorized Users’ accounts, passwords or access credentials. Customer must notify Headset immediately of any breach of security or unauthorized use of its account. Accounts are granted to specific Customers and must not be shared with others.
 
7. SUPPORT SERVICES

Headset makes available web-based support through the Website. Any support services are subject to this Agreement and Headset’s support policies. Headset may also provide onboarding, deployment and other services under this Agreement. The scope, pricing and other terms for these additional services may be set forth in any other document referencing this Agreement. Customer may use anything delivered as part of these additional services internally during its Subscription Term to support its authorized use of the applicable Headset Services, subject to the restrictions in Section 4. Headset’s ability to deliver support services under this Section 7 will depend on Customer’s reasonable and timely cooperation and the accuracy and completeness of any information from Customer needed to deliver the support services. 

8. FEES AND PAYMENT

Customer shall pay Headset the fees set forth in each Order (collectively, the “Subscription Fee”) for each Subscription Term. Except as may otherwise be stated in an Order, Headset will not be required to refund any Subscription Fee under any circumstances. 

9. TERM AND TERMINATION

10. CONFIDENTIAL INFORMATION.

11. IP and FEEDBACK.

12. INDEMNIFICATION

a. Headset’s Indemnification. Headset shall defend, indemnify, and hold harmless Customer and the Customer Associates (as defined below) against any third-party claim, suit, or proceeding arising out of or related to any (i) claims related to infringement or violation of a copyright, trademark, trade secret, or privacy or confidentiality right by written material, images, logos or other content made available by Headset through the Headset Services and (ii) violation by Headset of applicable laws. Headset’s obligations set forth in this Section 12.a. include retention and payment of attorneys and payment of court costs, as well as settlement at Headset’s expense and payment of judgments. Headset’s obligations set forth in this Section 12.a. do not apply with respect to (1) customized specifications expressly required by Customer; (2) modifications made by Customer after delivery of the Headset Services by Headset; (3) Customer’s combination of the Headset Services with other products, processes or materials where the alleged infringement relates to such combination; (4) where Customer continues allegedly infringing activity after being notified by Headset in writing thereof or after being informed of modifications that would have avoided the alleged infringement; and (f) Customer uses the Headset Services in violation of this Agreement. Customer will have the right, not to be exercised unreasonably, to reject any settlement or compromise that requires that it admit wrongdoing or liability or subjects it to any ongoing affirmative obligations. “Customer Associates” means Customer’s officers, directors, shareholders, parents, subsidiaries, agents, successors, and assigns.

b. Customer’s Indemnification. Customer shall defend, indemnify, and hold harmless Headset and the Headset Associates (as defined below) against any any third-party claim, suit, or proceeding arising out of or related to Customer's alleged or actual use of, misuse of, or failure to use the Headset Services, including, without limitation, (i) claims by Customer’s employees, as well as by Customer’s own customers; (ii) claims related to unauthorized disclosure or exposure of personally identifiable information or other private information, including Customer Data; (iii) claims related to infringement or violation of a copyright, trademark, trade secret, or privacy or confidentiality right by written material, images, logos or other content uploaded through the Headset Services, including, without limitation, by Customer Data; and (iv) claims related to Customer’s violation of applicable laws. Customer’s obligations set forth in this Section 12.b. include retention and payment of attorneys and payment of court costs, as well as settlement at Customer’s expense and payment of judgments. Headset will have the right, not to be exercised unreasonably, to reject any settlement or compromise that requires that it admit wrongdoing or liability or subjects it to any ongoing affirmative obligations. “Headset Associates” means Headset’s officers, directors, shareholders, parents, subsidiaries, agents, successors, and assigns. 

13. DISCLAIMERS.

THE HEADSET SERVICES, LICENSED DATA, AND DATA DERIVATIVES ARE PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS. HEADSET MAKES NO WARRANTIES, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE OR NONINFRINGEMENT. HEADSET MAKES NO REPRESENTATION, WARRANTY OR GUARANTEE THAT HEADSET SERVICES, LICENSED DATA, AND DATA DERIVATIVES WILL MEET CUSTOMER’S REQUIREMENTS OR EXPECTATIONS, THAT LICENSED DATA, AND DATA DERIVATIVES OR CUSTOMER DATA WILL BE ACCURATE, COMPLETE OR PRESERVED WITHOUT LOSS, OR THAT THE HEADSET SERVICES WILL BE TIMELY, SECURE, UNINTERRUPTED OR ERROR-FREE. HEADSET DOES NOT GUARANTEE THAT SECURITY MEASURES WILL BE ERROR-FREE AND WILL NOT BE RESPONSIBLE OR LIABLE FOR UNAUTHORIZED ACCESS BEYOND ITS REASONABLE CONTROL. HEADSET WILL NOT BE RESPONSIBLE OR LIABLE IN ANY MANNER FOR ANY THIRD-PARTY PRODUCTS, THIRD-PARTY CONTENT, OR NON-HEADSET SERVICES (INCLUDING FOR ANY DELAYS, INTERRUPTIONS, TRANSMISSION ERRORS, SECURITY FAILURES, AND OTHER PROBLEMS CAUSED BY THESE ITEMS), FOR REGULATED DATA RECEIVED FROM CUSTOMER IN BREACH OF THIS AGREEMENT, FOR THE COLLECTION, USE AND DISCLOSURE OF CUSTOMER DATA AUTHORIZED BY THIS AGREEMENT, OR FOR DECISIONS OR ACTIONS TAKEN (OR NOT TAKEN) BY CUSTOMER BASED UPON THE HEADSET SERVICES. THE DISCLAIMERS IN THIS SECTION SHALL APPLY TO THE MAXIMUM EXTENT NOT PROHIBITED BY APPLICABLE LAW, NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN. CUSTOMER MAY HAVE OTHER STATUTORY RIGHTS. HOWEVER, ANY STATUTORILY REQUIRED WARRANTIES UNDER APPLICABLE LAW, IF ANY, SHALL BE LIMITED TO THE SHORTEST PERIOD AND MAXIMUM EXTENT PERMITTED BY LAW. 

14. LIMITATION OF LIABILITY.

15. THIRD-PARTY PRODUCTS AND INTEGRATIONS. 

If Customer uses Third-Party Products in connection with the Headset Services, those products may make Third-Party Content available to Customer and may access Customer’s instance of the Headset Services, including Customer Data. Headset does not warrant or support Third-Party Products or Third-Party Content and disclaims all responsibility and liability for these items and their access to the Headset Services, including their modification, deletion, disclosure or collection of Customer Data. Headset is not responsible in any way for Customer Data once it is transmitted, copied or removed from the Headset Services. 

16. GENERAL.