TERMS OF SERVICE/PRIVACY Rev18AUG2022

COMMON LEAF, LLC, dba WODL (“COMMON LEAF”)

Terms of Service (“TOS”)

1. Access and acceptance of the present Terms of Service.

Welcome.  COMMON LEAF provides you access to the world's first intelligent solution for smartphones with the intention of providing any Subscriber (as defined herein) with a new approach to cannabis.  At COMMON LEAF, we believe that the benefits of cannabis can and will improve your quality of life.  Every decision we make, with respect to our Terms of Service and Privacy Policy, will be informed by this belief as we strive to make the cannabis experience better for everyone.

Our desires, driving how we comport ourselves as an entity, include:

1. Educating cannabis users both experienced and new;
2. Utilizing data to inform decisions industry-wide, from manufacturers to growers to distributors and accessory providers; and,
3. Providing the best and most valuable cannabis experience.

Your reviews and data will be used to not only better your experience as a cannabis consumer, but will also be used to better the industry.

It is important for you to note that the Service offered on this Site and Application is provided as an offering for smartphones and is intended to utilize the functionality of the smartphones in order to ______________________.  You should be aware that COMMON LEAF disclaims all responsibility or liability relating to unauthorized access of the COMMON LEAF Service, databases and functionality. You may, however, be responsible and liable for any act or any damages or losses of any kind caused, directly or indirectly, to COMMON LEAF or any other third party by any unauthorized access.

COMMON LEAF provides this Service to you, subject to the terms and conditions of the TOS, and any amendment made hereto (any of which may change from time-to-time, and any other duly executed written agreements between COMMON LEAF and you that are explicitly agreed as applicable to your access or use of this App or Site or Application.

YOU ACKNOWLEDGE AND AGREE THAT YOU ARE ACCEPTING THE TOS BY CLICKING THE “I AGREE” BUTTON AS PART OF THE SERVICE’S REGISTRATION PROCESS, OR BY ACCESSING ANY PORTION OF THE APP OR SITE, OR USING THE SERVICE OR THE APP OR SITE OR ANY PORTION THEREOF, OR ALLOWING OTHERS TO DO SO. You warrant and represent to COMMON LEAF and other users and/or subscribers to this App or Site that you are sufficiently authorized to (a) accept the TOS on your behalf or on the behalf of your company or any other person or entity on whose behalf you are accessing the App or Site or are using the Service, and (b) to access the App or Site or use the Service in the way in which you access the App or Site or use the Service.  Additionally, you acknowledge and agree that COMMON LEAF and you will accept and use electronic signatures in dealing with one another.

If for any reason (a) you are not sufficiently authorized in accordance with the foregoing or (b) you do not accept the TOS or any portion thereof, please contact COMMON LEAF immediately; you may not be authorized to use the Service or any other portion of the App or Site or Application.

You further acknowledge and agree that, in order to maintain flexibility in the Service, COMMON LEAF may from time to time change the TOS.  However, these changes are not retroactive.  They apply as of the day of their availability online or other communication to you, including display of notices or links to notices on this App or Site, to new orders of or use of the Service and to ongoing transactions, such as licenses and services.  Additional or different terms in any order or communication from you are void.

You understand and agree that it is your responsibility to familiarize yourself with any changes to these TOS; COMMON LEAF assists you in doing so by identifying the date of the last modification to these TOS at the top of this page.

2.  Definitions.

“Application” or “App” means the proprietary solution “WODL” which, when downloaded correctly, delivers the Service to You via your smart device.

“Confidential Information” means the proprietary, non-public, confidential and valuable information of a party which the party desires to protect against disclosure or competitive use and which is in written or electronic form, or is disclosed orally or visually, and is identified or marked "confidential" or "proprietary" or with a designation of similar meaning (or if disclosed orally, identified as such at the time of disclosure or within 30 days after such disclosure), or any information which a reasonable person would deem to be non-public information.  In addition, Confidential Information also includes all information made available by COMMON LEAF or any third-party licensor through the App or Site relating to any software embedded in the Application or App or Site or required to provide you the Service, and any technology or know-how, and other information including Content which by its nature is clearly to be deemed confidential or proprietary information of COMMON LEAF.    In accordance herewith, passwords are Confidential Information.

“Content” shall mean all information, data, text, graphics, software, music, sound, photographs, graphics, video, messages or other materials whether publicly posted or privately transmitted by individuals or entities while Using the App or Site, Application or Service or collected or generated by COMMON LEAF from such use in accordance with COMMON LEAF’s Privacy Policy as included in this TOS.

"Intellectual Property Rights" means U.S. patent rights, trademark rights, copyright rights (including, but not limited to, rights in audiovisual works and moral rights), trade secret rights and any and all other intellectual property rights recognized by the law of the applicable jurisdiction, including all current and future rights and all such rights arising out of COMMON LEAF providing Services hereunder. It also includes all like or similar rights that may exist in any country other than the United States of America where the App or Site or Services are used pursuant to this Agreement.

“Service” shall mean the services or any portion thereof available on the App or Site or made available via the COMMON LEAF Application.  Unless explicitly stated otherwise, any new features that augment, enhance, refine, or modify the current Service, including the release of new properties of COMMON LEAF or its suppliers, shall be subject to the TOS.

“App or Site” shall mean the collection of files available to you through the http protocol of the internet at the Uniform Resource Locator (URL) http://www.____________.com.  For the purposes of these TOS, this definition of App or Site includes Content.

“Use” or “Using” means access to the App or Site and utilization of the Service.

“You" or "Your" or like words may refer to the individual or the legal entity reviewing, entering into and agreeing to the terms of this TOS.

3.  Your Registration Obligations

In consideration, and in addition to any other related executed or contemplated Agreement, of COMMON LEAF granting you access to the App or Site and offering you Use of the Service, you agree to: (a) provide true, accurate, current and complete information about yourself and your company as prompted by the Service's registration form ("Registration Data"); and (b) maintain and promptly update the Registration Data to keep it true, accurate, current and complete.  If you provide any information that is untrue, inaccurate, not current or incomplete, or COMMON LEAF has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, COMMON LEAF has the right to suspend or terminate your account and refuse access to the App or Site and refuse any and all current or future Use of the Service (or any portion thereof).

4.  COMMON LEAF Privacy Policy

Pursuant to COMMON LEAF’s privacy policy, COMMON LEAF may disclose to third parties certain aggregate information contained in your Registration Data or related data, provided that, such information will NOT include personally identifying information such as name, except as specifically authorized by you or in the good faith belief that such action is reasonably necessary to comply with the law, legal process, or to enforce the TOS.

5.  Member Account, Password, & Security

You will receive a password and account designation upon:  (i) agreeing to the terms and conditions of this TOS, (ii) paying the applicable fees if any; and (iii) completing the Service's registration process. You are responsible for maintaining the confidentiality of the password and account, and are fully responsible for all activities that occur under your password or account.  You agree to (a) immediately notify COMMON LEAF of any unauthorized use of your password or account or any other breach of security, and (b) ensure that you exit from and log-off your account at the end of each session.  You acknowledge and agree that, in view of technical constraints and in view of the negotiated Service fee which represents the agreed and bargained compensation reflecting the allocation of the risks associated with the use of the Service, COMMON LEAF cannot and will not be liable for any loss or damage arising from your failure to comply with this Section 5.

6.  Conduct

Under no circumstances will COMMON LEAF be liable in any way for any Content, including, but not limited to, any errors or omissions in any Content, or for any loss or damage of any kind incurred as a result of the use of any Content posted, emailed or otherwise transmitted via the Service.

Without limiting the generality of the foregoing, you further agree not to use the Application, Service or other portion of the App or Site to:

1. upload, post, email or otherwise transmit any Content that is unlawful, harmful, threatening, abusive, harassing, tortuous, defamatory, vulgar, obscene, libelous, invasive of another's privacy, hateful, or racially, ethnically, religiously, or otherwise objectionable;
2. harm or attempt to harm minors in any way;
3. impersonate any person or entity, including, but not limited to, a COMMON LEAF, LLC official, forum leader, guide or host, or falsely state or otherwise misrepresent your affiliation with a person or entity;
4. forge headers or otherwise manipulate identifiers in order to disguise the origin of any Content transmitted through the Service;
5. upload, post, email or otherwise transmit any Content that you do not have a right to transmit under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements);
6. upload, post, email or otherwise transmit any Content that infringes any patent, trademark, trade secret, copyright or other proprietary rights ("Rights") of any party;
7. upload, post, email or otherwise transmit any unsolicited or unauthorized advertising, promotional materials, "junk mail," "spam," "chain letters," "pyramid schemes," or any other form of solicitation, except in those areas that may be designated for such purpose;
8. upload, post, email or otherwise transmit any material that contains software viruses, possum bellies or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;
9. disrupt or otherwise act in a manner that negatively affects other users' ability to engage in real time exchanges;
10. interfere with or disrupt the Service or servers or networks connected to the Service, or disobey any requirements, procedures, policies or regulations of networks connected to the Service;
11. intentionally or unintentionally violate any applicable local, state, national or international law, including, but not limited to, regulations promulgated by the U.S. Securities and Exchange Commission, any rules of any national or other securities exchange, including, without limitation, the New York Stock Exchange, the American Stock Exchange or the NASDAQ, and any regulations having the force of law;
12. "stalk" or otherwise harass another; or
13. disclose, collect or store personal data about other users.
14. In general, don’t be a jerk.  This App and Site should be an example to the cannabis industry and cannabis users.  Don’t ruin it for everyone else.

7.  Special Admonitions for International Use

Recognizing the global nature of the World Wide Web (also known as the Internet), you agree to comply with all applicable local rules regarding online conduct and acceptable Content. Specifically, you agree to comply with all applicable laws regarding the transmission of technical data exported from the United States or the country in which you reside and applicable laws regarding the transmission or exchange of personal data in the country you reside and any country the transmission or exchange of personal data related to.  Therefore, you agree you shall not access, download, use or export the information, software, products or services contained on this App or Site in violation of U.S. export laws or regulations, or in violations of any applicable local laws or regulations.

8.  Indemnity

You agree to indemnify and hold COMMON LEAF, and its parents, subsidiaries, affiliates, members, officers, agents, co-branders or other partners, and employees, harmless from any claim or demand, including reasonable attorneys' fees, made by any third party due to your Use of the Service, your access or connection to the App or Site, your violation of the TOS, or your violation of any rights of another or law.

9.  No Resale of Service

You agree not to reproduce, in whole or in part, in any form or by any means, including electronic or mechanical, photocopying, scanning, page printing, recording, or by any information storage and retrieval system now known or hereafter invented, without written permission by COMMON LEAF or its licensors, any portion of the App or Site or Service, the use of the Service, or access to the Service, or sell, resell or otherwise commercially exploit any portion of the App or Site or Service, the use of the Service, or access to the Service. You specifically agree that, unless agreed in writing between you and COMMON LEAF, your access to and Use of the App or Site does not allow you to create any private or public marketplaces or to provide services as an application service provider or to Use the App or Site or Service in any way which would be competitive to the Application, App or Site or Service.

10.  General Practices Regarding Use

Unless otherwise agreed in writing between you and COMMON LEAF, you agree that COMMON LEAF has no responsibility or liability for the deletion or failure to store any data and other communications or other Content maintained or transmitted by the Service. You acknowledge that COMMON LEAF reserves the right to log off accounts that have failed to renew within the time permitted by COMMON LEAF.  At that point your App and the Service may no longer function. You further acknowledge that COMMON LEAF reserves the right to change these general practices and limits at any time, in its sole discretion, with or without notice.

11.  Modifications to Services

COMMON LEAF reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Service (or any part thereof) with or without notice. You agree that COMMON LEAF shall not be liable to you or to any third party for any modification, suspension or discontinuance of the Service.

12.  Termination

In addition to other reasons for termination as set forth herein, You agree that COMMON LEAF, in its sole discretion, may terminate your password, account (or any part thereof) or use of the Service for any reason, including, without limitation, for lack of payment or renewal, or if COMMON LEAF believes that you have violated or acted inconsistently with the letter or spirit of the TOS.  COMMON LEAF may also in its sole discretion and at any time discontinue providing the Service, or any part thereof, with or without notice. You agree that any termination of your access to the Service under any provision of this TOS may be effected without prior notice, and acknowledge and agree that COMMON LEAF may immediately deactivate or delete your account and all related information and files in your account and/or bar any further access to such files or the Service.  Further, you agree that COMMON LEAF shall not be liable to you or any third-party for any termination of your access to the App or Site or to the Service.

13.  Links

The Service may provide, or third parties may provide, links to other Apps, Sites or resources. Because COMMON LEAF has no control over such App or Sites and resources, you acknowledge and agree that COMMON LEAF is not responsible for the availability of such external App or Sites or resources, and does not endorse and is not responsible or liable for any Content, advertising, products, or other materials on or available from such App or Sites or resources.  You further acknowledge and agree that COMMON LEAF shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such Content, goods or services available on or through any such World Wide Web App or Site or resource.

14.  COMMON LEAF’s Proprietary Rights

You acknowledge and agree that the App or Site and the Service and the Content, whether provided by us or you, contain proprietary and Confidential information of COMMON LEAF, its licensors, partners and suppliers that is protected by intellectual property laws and other applicable laws.  You may not, and this TOS does not give you permission to, reproduce, reverse engineer, de-compile, disassemble, modify or create derivative works with respect to the App or Site or the Service.

You further acknowledge and agree that the software embedded in the Application, App or Site and Services or otherwise required to provide you with the Service (the Software) is not provided to you as part of the Service and that you may not do, or attempt to do, any or similar or equivalent of the following:

1. create interoperability between the Software and any external software system
2. de-compile or reverse engineer the Software
3. in any other way obtain access to or information which is part of the source code of the Software
4. modify any portion of the Software or create derivative works of the Software.
5. download any portion of the Software
6. use the Software for any other purpose than using the Service and, when doing so, using the Software in a form or manner different than the form and manner defined explicitly by COMMON LEAF or implicitly by COMMON LEAF by designing the Service and App or Site and your form and manner of using Service or App or Site license, sublicense, sell, resell or exploit commercially in any other form or manner the Software.

You further acknowledge and agree that Content contained in any advertisements or information presented to you through the Service or advertisers is protected by copyrights, trademarks, service marks, patents or other proprietary rights and laws. Except as expressly authorized by COMMON LEAF or advertisers, you agree not to modify, rent, lease, loan, sell, distribute or otherwise commercially exploit create derivative works based on the Service, in whole or in part.

15.  Disclaimer of Warranties

YOU EXPRESSLY UNDERSTAND AND AGREE THAT: YOUR USE OF THE APPLICATION, WEBSITE, SERVICE AND SOFTWARE IS AT YOUR SOLE RISK. THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. COMMON LEAF, LLC EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. COMMON LEAF, LLC MAKES NO WARRANTY THAT (i) APPLICATION, SERVICE, APP OR SITE AND SOFTWARE WILL MEET YOUR REQUIREMENTS, (ii) APPLICATION, SERVICE, APP OR SITE AND SOFTWARE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (iii) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF APPLICATION, SERVICE, APP OR SITE AND SOFTWARE WILL BE ACCURATE OR RELIABLE, OR PROMPT, NOR THAT (iv) ANY ERRORS IN THE APPLICATION, SERVICE, APP OR SITE AND SOFTWARE WILL BE CORRECTED. ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF APPLICATION, SERVICE, APP OR SITE AND SOFTWARE IS DONE AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR SMARTPHONES, COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM COMMON LEAF, LLC OR THROUGH OR FROM APPLICATION, SERVICE, APP OR SITE AND SOFTWARE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE TOS.

16.  Limitation of Liability

YOU EXPRESSLY UNDERSTAND AND AGREE THAT COMMON LEAF, LLC SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES TO PERSON, DAMAGES TO PROPERTY, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF COMMON LEAF, LLC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: (i) THE USE OR THE INABILITY TO ACCESS THE APPLICATION, SERVICE, APP OR SITE OR SOFTWARE; (ii) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO, THROUGH OR FROM THE APPLICATION, SERVICE, APP OR SITE AND SOFTWARE; (iii) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (iv) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE APPLICATION, SERVICE, APP OR SITE OR SOFTWARE; OR (v) ANY OTHER MATTER RELATING TO THE APPLICATION, SERVICE, APP OR SITE OR SOFTWARE.

17.  Exclusions and Limitations

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES AS A MATTER OF LAW. ACCORDINGLY, IN SUCH A CASE, SOME OF THE ABOVE LIMITATIONS OF SECTIONS 15 AND 16 MAY NOT APPLY TO YOU.

18.  Notice

Notices to you may be made via either email or regular mail. The Application, Service, App or Site or Software may also provide notices of changes to the TOS or other matters by displaying notices or links to notices to you generally on the Service, App, Site or Software.

19.  Ownership of Software embedded in App or Site

You may not, and this TOS does not give you permission to, reproduce, reverse engineer, decompile, disassemble, modify or attempt to ascertain the source code to any software used in or on the App or Site, Application, Service or Software to create derivative works with respect to the COMMON LEAF Service, Software or App or Site.

20.  Compliance with Laws

You agree to comply with all applicable laws, statutes, ordinances and regulations regarding your use of the App or Site, Application, Service or Software. You are responsible for paying all applicable fees and taxes you incur in connection with access of our servers.

21.  General Information

The TOS constitute the entire agreement between you and COMMON LEAF unless an expressed written agreement has been executed between you and COMMON LEAF in which case the executed agreement between you and COMMON LEAF would apply to the extent there is a conflict between the TOS and said agreement.  This App or Site is operated by COMMON LEAF from their offices in Pennsylvania, United States of America.  All matters relating to the present TOS, your access to, or use of, the App or Site or the Service shall be governed by U.S. Federal Law or the laws of the Commonwealth of Pennsylvania (excluding its provisions relating to conflicts of laws and excluding the United Nations Convention on the International Sale of Goods). Any legal action or proceeding relating to the TOS, your access to, or use of, the App or Site or the Service shall be settled by arbitration unless a mediation is agreed-upon in writing by all parties. The arbitration will take place in Pennsylvania. The arbitration award will be final and binding on both parties and both parties shall act accordingly. The arbitration fee shall be borne by the losing party. The failure of COMMON LEAF, LLC to exercise or enforce any right or provision of the TOS shall not constitute a waiver of such right or provision. If any provision of the TOS is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties' intentions as reflected in the provision, and the other provisions of the TOS remain in full force and effect. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Service or the TOS must be filed within one (1) year after such claim or cause of action arose or be forever barred. The section titles in the TOS are for convenience only and have no legal or contractual effect.

22. GPS Usage

COMMON LEAF uses GPS functionality to enhance your experience by providing directions to dispensaries and smoke shops and by informing you about the proximity of specific products to your location. By enabling location services on your device and allowing the WODL App to access this information, you consent to the use of your location data for these purposes. Your location data is used solely for the functions stated and is not shared with third parties without your explicit consent, except as required by law or to ensure the functionality of the Service. You can disable location services at any time in your device settings; however, doing so may limit the App's functionality and your overall experience.