Last Updated: June 10th, 2022
These Distru Retailer Data Access Terms (these “Terms”) is entered into by and between Distru Corp. (“Distru”) and the entity or person who has agreed to these Terms (“Partner” or “you”). These Terms set forth the terms and conditions by which Partner may provide certain retail data or information to Distru (“Partner Data”). If you are providing Distru with access to Partner Data on behalf of an entity, you represent that you are authorized to accept these Terms on behalf of such entity, and all references to “Partner” reference such entity.
Please note that Distru may modify these Terms in accordance with Section 5.4 (Amendments; Waivers).
BY INDICATING YOUR ACCEPTANCE OF THESE TERMS, YOU ARE AGREEING TO BE BOUND BY ALL TERMS, CONDITIONS AND NOTICES CONTAINED OR REFERENCED HEREIN. IF YOU DO NOT AGREE TO THESE TERMS, PLEASE DO NOT PROVIDE US WITH ANY PARTNER DATA. FOR CLARITY, EACH PARTY EXPRESSLY AGREES THAT THESE TERMS ARE LEGALLY BINDING UPON IT.
- Access to Partner Data. Partner hereby grants Distru a non-exclusive, worldwide, royalty-free right to (a) use and access Partner’s metrc API key (or equivalent) (“API Key”) to retrieve Partner Data that consists of retail transaction data for cannabis and other related products at Partner’s retail locations; and (b) provide such Partner Data to certain Distru customers that are approved by Distru (“Approved Customers”). Partner hereby grants Distru and any Approved Customers a non-exclusive, worldwide, royalty-free right to use, copy, modify, and create derivative works from any Partner Data for its internal business purposes and as expressly set forth herein. Distru may utilize third party service providers in connection with the foregoing activities and to process Partner Data, such as its third party hosting providers, data analytics providers, etc. (collectively, “Third Party Providers”). Distru will not disclose the API Key or any Partner Data to any third party, other than Approved Customers or Third Party Providers.
- Revocation of Access. Partner may revoke Distru’s access to Partner Data at any time upon five (5) days’ prior written notice to Distru. Distru and Approved Customers may continue to use Partner Data provided to Distru prior to such revocation of access.
- Partner Data Except for the licenses granted herein, Partner exclusively owns all right, title and interest in and to the Partner Data, including all intellectual property rights therein; and nothing contained in these Terms shall be deemed to grant Distru any ownership rights in or to the Partner Data.
- Distru Technology. Except for the licenses granted herein, Distru exclusively owns all right, title and interest in and to its technology platform, including all related technology and intellectual property rights (the “Distru Technology”); and nothing contained in these Terms shall be deemed to grant Partner any ownership rights in or to Distru Technology.
- Mutual Warranties. Each party represents and warrants to the other party that these Terms form a legal and valid obligation binding upon such party and enforceable in accordance with its terms. The execution, delivery and performance of these Terms by such party does not conflict with any agreement, instrument or understanding, oral or written, to which it is a party or by which it is bound. Partner represents and warrants it has all rights, permissions and consents necessary to provide the Partner Data to Distru as contemplated hereunder.
- Warranty Disclaimers. EACH PARTY DISCLAIMS, ALL OTHER WARRANTIES, REPRESENTATIONS OR CONDITIONS WITH RESPECT TO THE SERVICES OR CLIENT-OWNED WORK PRODUCT, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
- LIMITATION OF LIABILITY. EACH PARTY SHALL NOT BE RESPONSIBLE OR LIABLE TO THE OTHER PARTY WITH RESPECT TO ANY SUBJECT MATTER OF THESE TERMS OR THE TERMS AND CONDITIONS RELATED THERETO OR UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY (A) FOR ANY INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES INCLUDING, BUT NOT LIMITED TO LOSS OF REVENUES AND LOSS OF PROFITS OR (B) FOR ANY AMOUNT IN EXCESS OF FIVE HUNDRED DOLLARS (US$500.00).
- Governing Law; Jurisdiction and Venue. These Terms are governed by the laws of the State of California and the United States, without regard to choice or conflict of law rules thereof. The exclusive jurisdiction and venue for actions related to the subject matter of these Terms are the state courts located in Alameda County, California or the United States District Court for the Northern District of California, and both parties submit to the personal jurisdiction of these courts.
- Assignment. These Terms will bind and inure to the benefit of each party’s permitted successors and assigns. Neither party may assign these Terms without the other party’s advanced written consent, except that each party may assign these Terms without consent in connection with a merger, reorganization, acquisition, or other transfer of all or substantially all of its assets or voting securities. Any attempt to transfer or assign these Terms, except as expressly authorized under this Section, will be void.
- Independent Contractors. The parties to these Terms are independent contractors, and these Terms do not create a partnership, joint venture, employment, franchise, or agency relationship. Neither party has the power to bind the other or incur obligations on the other party’s behalf without the other party’s prior written consent.
- Amendments; Waivers. Distru may update the terms and conditions contained herein from time to time with prior notice to Partner (e-mail to suffice). No waiver will be implied from conduct or failure to enforce or exercise rights under these Terms. Waivers must be made in writing and executed by an authorized representative of the waiving party.
- Severability. If any provision of these Terms is found by any court of competent jurisdiction to be unenforceable or invalid, that provision will be limited to the minimum extent necessary so that these Terms may otherwise remain in effect.
- Entire Agreement. These Terms represent the parties’ complete and exclusive understanding relating to the subject matter contained herein. It supersedes all prior or contemporaneous oral or written communications, proposals and representations with respect to the subject matter covered by these Terms.