Terms of Service

PLEASE READ THESE TERMS OF SERVICE CAREFULLY (this “Agreement”). 

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” or “us”). These Terms of Service constitute an agreement (this “Agreement”) by and between Headset and the corporation, LLC, partnership, sole proprietorship, or other business entity executing this Agreement (“Customer” or “you”). This Agreement is effective as of the date Customer clicks “Accepted and Agreed To” (the “Effective Date”).

1. HEADSET SERVICES. Headset provides the Bridge™ (“Bridge”), Retailer™ (“Retailer”) and Insights™ (“Insights”) platforms (collectively, the “Headset Services” and each a “Headset Service”) to give retailers and vendors of cannabis-related products competitive advantages in the market. This Agreement, any policies or exhibits linked to or referenced herein, and the applicable Service-Specific Terms (defined below) apply to each of the Headset Services. Each of the Headset Services are described in greater detail in the applicable Service-Specific Terms.

2. DEFINITIONS.

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

B.    “Affiliate” means any entity which is controlled by, in control of, or is under common control with a party to this Agreement, 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 are non-personally identifiable with respect to Customer or its Authorized Users 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 and contractors who are acting for Customer’s benefit and on its behalf.

F.    “Confidential Information” means code, inventions, know-how, product plans, inventions, 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.

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, Retailer
Data (as defined in the Service-Specific Terms); and any other Customer Data
specified in the Service-Specific Terms.

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

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

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

K.    “Order” means any Headset ordering documentation or online sign-up or subscription flow that references this Agreement. The process for placing an Order is described in greater detail in the applicable Service-Specific Terms.

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

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

N.    “Regulated Data” means: (i) any personally identifiable information (other than information about Customers 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 specific laws or regulations.

O.   “Service-Specific Terms” means the additional ordifferent terms and conditions (if any) specific to a Headset Service. Service-Specific Terms are currently available at http://headset.io/company/terms-of-service-specific

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

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

R.    “Third Party Content” means content, data or other materials that Customer provides to the Headset Services from its third-party data providers, including through Add-Ons used by Customer.

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

T.     “User” means any individual who uses the Headset Services on Customer’s behalf or through Customer’s account or passwords, whether authorized or not.

U.    The “Website” means the website operated by Headset available at http://headset.io.

Other terms are defined in other Sections of this Agreement or in the Service-Specific Terms.

1. 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. The information you provide to us will be governed by the Privacy Policy and, to the extent applicable, any Service-Specific Agreements.

2. RIGHT TO USE HEADSET SERVICES

5.    CUSTOMER DATA.

6. CUSTOMER OBLIGATIONS.
Customer agrees to: (i) 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; (ii) use the Headset Services in compliance with the AUP and these Terms; (iii) not submit, collect or use any Regulated Data to or with the Headset Services (including from Third Party Products); (iv) comply with any third party terms applicable to any Third Party Products used in connection with the Headset Services; and (v) 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 fee set forth in each Order (the “Subscription Fee”) for each Subscription Term. Headset will not be required to refund the Subscription Fee under any circumstances.  

9. TERM AND TERMINATION.

10. CONFIDENTIAL INFORMATION.

11. IP and FEEDBACK.

12. INDEMNIFICATION.
Customer shall defend, indemnify, and hold harmless Headset and the Headset Associates (as defined below) against any “Indemnified Claim,” meaning 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: (a) claims by Customer's employees, as well as by Customer’s own customers; (b) claims related to unauthorized disclosure or exposure of personally identifiable information or other private information, including Customer Data; and (c) 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. Indemnified Claims include, without limitation, claims arising out of or related to Headset’s negligence. Customer’s obligations set forth in this Section 12 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 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 WILL MEET CUSTOMER’S REQUIREMENTS OR EXPECTATIONS, THAT 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.