Terms and Conditions of Use

Last Update: December 2020

The GoodJuju Services (defined below) provides a platform to enable persons who are licensed by the State of Oregon and licensed by the respective local government to sell cannabis ("Vendors", "Producers", "user", or "you") to other entities which are licensed by the State of Oregon and also licensed by their respective local government to purchase cannabis ("Retailer", "user", or "you"). The policies below are applicable to the GoodJuju, Inc. network of websites, including the website located at shopGoodJuju.com (including any versions optimized for viewing on a wireless or tablet device); all email newsletters published or distributed by GoodJuju, Inc.; all apps published by GoodJuju, Inc.; and all other interactive features, services, and communications provided by GoodJuju Inc. ("Sites"), however accessed and/or used, that are operated by us, made available by us, or produced and maintained by GoodJuju, Inc. (collectively "GoodJuju" or "we", "us", or "our"). In addition to the information or content ("Content") made available on the Sites, the Sites provide you with various tools to submit content and participate in managing your cannabis wholesale activities online and other services. ("Services").

BY USING OUR SITES OR BY CLICKING TO AGREE TO THIS AGREEMENT WHEN THIS OPTION IS MADE AVAILABLE TO YOU, YOU ARE AGREEING TO THE TERMS AND PRACTICES IN THESE TERMS AND CONDITIONS OF USE. IF YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS OF USE, PLEASE DO NOT USE THE SITES OR SERVICES AND EXIT IMMEDIATELY. WE RESERVE THE RIGHT TO MODIFY OR AMEND THESE TERMS AND CONDITIONSOF USE FROM TIME TO TIME, AND WE WILL PROVIDE YOU WITH THE NOTICE OF SUCH CHANGE OR CHANGES VIA REASONABLE METHODS AND BY POSTING THE CHANGES ON THIS PAGE. NO CHANGES WILL APPLY RETROACTIVELY AND WILL BECOME EFFECTIVE NO SOONER THAN FOURTEEN DAYS AFTER THEY ARE POSTED. HOWEVER, CHANGES ADDRESSING NEW FUNCTIONS FOR A SERVICE OR CHANGES MADE FOR LEGAL REASONS WILL BE EFFECTIVE IMMEDIATELY.

Additional terms and conditions may apply to your use of specific Services. By using the Sites and Services, you agree to such terms and conditions.

The Sites are offered and available to you if you meet the following requirements: (i) You are of at least 21 years of age; and (ii) You or your business are licensed by the State of Oregon relating to the sale or purchase of cannabis; and (iii) You or your business have obtained any and all additional license(s) required by respective local government relating to the sale or purchase of cannabis; and (iv) You are located within the State of Oregon or otherwise located in a jurisdiction where your access to our Sites is not prohibited.

This is a legal agreement between you, whether you are a Vendor or a Retailer, and GoodJuju that states the material terms and conditions that govern your use of the Sites and the Services. These Terms and Conditions of Use, together with all updates, supplements, additional terms, and all of GoodJuju’s rules and policies collectively constitute this agreement between you and GoodJuju ("Agreement"). BY ACCESSING THE SITE AND/OR PARTICIPATING IN THE SERVICES, YOU AGREE THAT YOU HAVE ALL NECESSARY RIGHTS, LICENSES AND AUTHORITY TO ENTER INTO THIS AGREEMENT AND TO BE LEGALLY BOUND BY THIS AGREEMENT. IF YOU DO NOT AGREE TO THE TERMS AND CONDITIONS OF USE STATED HEREIN, PLEASE IMMEDIATELY LEAVE THE SITES.

  1. State Law.  Any and all interactions, communications and intent on the site must be in accordance with respective state laws, regulations and policies. GoodJuju is not responsible for any civil or criminal charges pursuant to any noncompliance with state or local laws. Please check your local state regulations on cannabis use prior to using the Site.

GOODJUJU DOES NOT POSSESS A LICENSE FROM ANY STATE TO TRANSACT ANY BUSINESS RELATING THE PURCHASE OR SALE OF MEDICAL OR RETAIL MARIJUANA. GOODJUJU DOES NOT PROVIDE CANNABIS SALES, AND GOODJUJU IS NOT A RETAILER, SUPPLIER, RESELLER, DISTRIBUTOR, AGENT, REPRESENTATIVE OR SUBCONTRACTOR OF ANY SUPPLIER OR RETAILER. GOODJUJU OFFERS INFORMATION, LEAD GENERATION TOOLS ONLINE AND IT IS UP TO INDEPENDENT VENDORS TO OFFER PRODUCTS, WHICH MAY BE ARRANGED BY YOU THROUGH THE USE OF THE SERVICES. ANY DECISION BY YOU OR ANOTHER GOODJUJU ACCOUNT HOLDER TO ACCEPT PRODUCTS FROM A VENDOR IS A DECISION MADE BY YOUR SOLE DISCRETION OR ANOTHER ACCOUNT HOLDER’S SOLE DISCRETION. GOODJUJU’S SITES OFFER INFORMATION AND THE ABILITY TO CONNECT VENDORS AND RETAILERS WITH EACH OTHER, BUT GOODJUJU DOES NOT INTEND TO PROVIDE SUPPLIER, RETAILER, OR DISTRIBUTIONS SERVICES OR ACT IN ANY MANNER AS A CANNABIS VENDOR OR RETAILER. GOODJUJU DISCLAIMS ALL RESPONSIBILITY OR LIABILITY FOR ANY SALE OF CANNABIS VOLUNTARILY PROVIDED TO YOU BY SUCH VENDORS. GOODJUJU FURTHER DISCLAIMS ANY AND ALL RESPONSIBILITY OR LIABILITY FOR TRANSACTIONS WHICH OCCUR BETWEEN ENTITIES WHICH ARE OR ARE NOT LICENSED BY THE STATE OF OREGON TO BUY OR SELL MARIJUANA IN THE MANNER CONTEMPLATED HEREIN.

THE POSSESSION, DISTRIBUTION, PRODUCTION, OF CANNABIS AND CANNABIS PRODUCTS OR CONSPIRING OR ASSISTING SOMEONE TO DO THE SAME IS ILLEGAL UNDER FEDERAL LAW AND THE LAWS OF MANY STATES. GOODJUJU MAKES NO REPRESENTATION OF ANY KIND WHATSOEVER THAT THE TRANSACTIONS CONDUCTED BY YOU ON THIS SITE ARE LAWFUL UNDER FEDERAL, STATE, OR LOCAL LAW.

YOU ASSUME ALL CRIMINAL AND CIVIL RISK RELATED TO ANY PROPOSED OR ACTUAL TRANSACTION CONDUCTED ON THE SITE. YOU ARE RESPONSIBLE FOR ENSURING THE LEGALITY OF ANY TRANSACTION CONDUCTED ON THE SITE.

  1. Eligibility to Subscribe to Services.  You may subscribe to the Services in any location or state in the United States where the sale or purchase of cannabis is legal and where we offer the Service ("Territory"). GoodJuju makes no promise, however, that the Sites or Services available on the Sites are appropriate or available for use outside Territory including from territories where its contents are illegal or unlawful is prohibited, including from those territories prohibited by that state or locality, the United States State Department of Justice, or other U.S. government entity. If you choose to access the Sites from locations outside the Territory, you do so at your own risk. It is your responsibility to ascertain and obey all applicable local, state, federal and international laws (including minimum age requirements) in regard to Services that you subscribe to on these Sites. We are not responsible for non-compliance with any applicable law or any resulting civil and criminal penalties.
  2. Site Access License and Restrictions.  GoodJuju grants you a limited, revocable, non-exclusive, non-transferable license to access and use the Sites or their Content solely for their intended purpose. You are not allowed to modify all or any portion of the Sites and their Content. This license does not include any right to authorize third party use of the Sites or their contents; any collection and use of any Content, descriptions, any derivative use of the Sites or their contents; or any use of data mining, robots, or similar data gathering and extraction tools. The Sites and/or any portion of the Sites may not be reproduced, sold, resold, visited or otherwise exploited for any commercial purpose without GoodJuju’s express written consent. You will not frame or utilize framing techniques to enclose any trademark, logo or other proprietary information (including images, text, page layout or form) of GoodJuju, its content providers or its affiliates without express written consent. You will not use any meta tags or any other "hidden text" utilizing our name or trademarks without our express written consent. Additionally, you agree that you will not: (i) take any action that imposes, or may impose in our sole discretion an unreasonable or disproportionately large load on our infrastructure; (ii) interfere or attempt to interfere with the proper working of the Sites or any activities conducted on the Sites; or (iii) bypass any measures we may use to prevent or restrict access to the Sites. Any unauthorized use automatically terminates the permissions and/or licenses granted by us to you.
  3. Fees.  During the term of this Agreement, you will pay GoodJuju the subscription fees, if any, specified on your Vendor Order Form and/ or Registration Form (the"Forms"), any upgrades to the subscription, and any other purchases of products and services through the Sites or Services (the "Fees") by GoodJuju. GoodJuju may modify the Fees upon any renewal of the Agreement. You will pay GoodJuju the Fees in U.S. funds monthly in advance via credit card or other mutually agreed process. If you fail to pay the Fees within 30 days of the due date, your credit card is rejected, or GoodJuju otherwise does not receive payment, GoodJuju may impose a late fee, suspend the Service, or both, in its discretion. When you provide bank card information, account numbers or other information necessary to facilitate payment to us or our vendors, you represent to us that you are the authorized user of the bank card that is used to pay for the products and services. In the event legal action is necessary to collect on balances due, you agree to reimburse GoodJuju and its vendors or agents for all expenses incurred to recover sums due, including attorneys’ fees and other legal expenses. You are responsible for purchase of, and payment of charges for, all Internet access services and telecommunications services needed for use of the Sites. The Forms are incorporated herein by reference, and the Forms shall be construed in accordance with and shall be governed by the Agreement including these Terms and Conditions.
  4. Privacy.  Data collection and use, including data collection and use of personally identifiable information is governed by GoodJuju’s Privacy Policywhich is incorporated into and is a part of this Agreement.
  5. Rewards Program. Any and all rewards programs offered by GoodJuju will be governed by the program’s Terms and Conditions of Participation.  Currently, GoodJuju offers a Phantom Equity Rewards Program which is governed by the Terms and Conditions of Participation in the program.  In the event that any provision of this Agreement conflicts with the Terms and Conditions of Participation of the program, this Agreement shall control.
  6. Electronic Communications.  When you visit or use the Sites or send e-mails to us, you are communicating with us electronically. You consent to receive communications from us electronically. We will communicate with you by e-mail or by posting notices on this Site. You agree that all agreements, notices, disclosures, and other communications we provide to you electronically satisfy any legal requirement that such communications be in writing. We reserve the right to send you marketing and promotional emails. You may opt out of receiving marketing and promotional emails from the Sites by following the instructions enclosed within those emails. If you opt out, we may still send you non-promotional emails, such as emails about your account with GoodJuju or our ongoing business relations. You may also send requests about contact preferences or changes to personal information, including requests to opt out of sharing personal information with third parties, to our contact information below.
  7. Copyright and Ownership.  All of the content (other than User Submissions) featured or displayed on the Sites or as part of the Services, including without limitation text, graphics, photographs, images, moving images, sound, and illustrations ("Content"), is owned by GoodJuju, its licensors, vendors, agents and/or its Content providers. All elements of the Sites, including without limitation the general design and the Content, are protected by trade dress, copyright, moral rights, trademark and other laws relating to intellectual property rights. The Sites and the Services may only be used for the intended purpose for which such Sites and Services are being made available. Except as may be otherwise indicated in specific documents within the Sites or as permitted by copyright law, you are authorized to view and play copyrighted documents, audio and video found on our Sites solely for the purposes intended by GoodJuju. In no event will you be permitted to download or store any copyrighted documents, audio or video locally. Notwithstanding the foregoing, you will be permitted to print and save reports, agreements, and other documents made available to you from the Services from GoodJuju. Except with respect to Content submitted by you or as permitted by copyright law, you may not modify any of the materials on the Sites and you may not copy, distribute, transmit, display, reproduce, publish, license, create derivative works from, transfer or sell any information or work contained on the Sites. Except as authorized under the copyright laws, you are responsible for obtaining permission before reusing any copyrighted material that is available on the Site. You shall comply with all applicable domestic and international laws, statutes, ordinances and regulations regarding your use of the Sites and Services. The Sites, its Content and all related rights shall remain the exclusive property of GoodJuju or its licensors unless otherwise expressly agreed. You will not remove any copyright, trademark or other proprietary notices from material found on these Sites.

In accessing the Sites and Services, you may post your own Content on our Sites, including photos and other information about your products and services, (your "User Submissions"), and in so doing you expressly grant us a non-exclusive, royalty-free, fully paid-up, worldwide, right to use, reproduce, modify, publish, translate, distribute, perform and display such Content as contained in your User Submission, in whole or in part, and in any form throughout the world in any media or technology through the Sites, to promote and market the Sites and/or the User Submission on any platform or channel, and to make available the Content to other users of the Sites and Services, in perpetuity throughout the universe.

  1. Trademarks/No Endorsement.  All trademarks, service marks and trade names of GoodJuju or its licensors used herein (including but not limited to: GoodJuju name, GoodJuju corporate logo, the Sites name, the Sites design, and any logos) (collectively "Marks") are trademarks or registered trademarks of GoodJuju or its affiliates, partners, vendors or licensors. You may not use, copy, reproduce, republish, upload, post, transmit, distribute, or modify GoodJuju’s trademarks in any way, including in advertising or publicity pertaining to distribution of materials on the Sites, without GoodJuju’s prior written consent. The use of GoodJuju’s trademarks on any other web site or network computer environment is not allowed. You shall not use GoodJuju’s name or any language, pictures or symbols which could, in GoodJuju’s judgment, imply GoodJuju’s endorsement in any (i) written or oral advertising or presentation, or (ii) brochure, newsletter, book, or other written material of whatever nature, without prior written consent.
  2. Transactional Partners.  GoodJuju provides information about other company’s services and products within our Sites. If you engage with the other party, you are transacting directly with the other party. On those pages of our Sites, the transactional partner’s brand and name is clearly visible and their terms and conditions relating to their business.
  3. Submissions and User Conduct.  The Sites may provide users an opportunity to post comments, and other content; write and send communications (e.g. email, text message [SMS], etc.); submit suggestions, ideas, comments, questions, or other information; or otherwise interact with others and share thoughts, information and materials. By writing, posting, commenting, interacting, or otherwise adding content or information to the Sites (collectively"Submissions"), you grant GoodJuju the right to copy, edit, publish, and distribute your Submissions. You are prohibited from using the Sites or the Services to post or send any unlawful, infringing, threatening, defamatory, libelous, obscene, pornographic or profane material or any material that infringes or misappropriates third party intellectual property or could constitute or encourage conduct that would be considered a criminal offense or give rise to civil liability, or otherwise violate any law. You further understand and agree that sending unsolicited advertisements or "spam" to any user of the Sites is expressly prohibited by this Agreement. In addition to any remedies that we may have at law or in equity, if we determine, in our sole discretion, that you have violated or are likely to violate the foregoing prohibitions, any applicable rules or policies linked to in this Agreement, or any law or regulation, we may take any action we deem necessary to cure or prevent the violation, including without limitation, banning you from participating in our Sites and Services, the immediate removal of the related materials from the Sites and Services at any time without notice. We will fully cooperate with any law enforcement authorities or court order or subpoena requesting or directing us to disclose the identity of anyone posting such materials.
  4. User Account Obligations and Security.  You understand that you will need to create an account to have access to all of the parts of the Sites and to the Services. In consideration of your use of the Sites and Services, you will: (a) provide true, accurate, current and complete information about yourself and your business as prompted by the account registration pages (such information being the "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 GoodJuju has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, GoodJuju reserves the right, in its sole discretion to suspend or terminate your account and refuse any and all current or future use of the Sites (or any portion thereof) or Services. You are entirely responsible for the security and confidentiality of your password and account. Furthermore, you are entirely responsible for any and all activities that occur under your account. You will not share your account information or your user name and password with any third party or permit any third party to logon to the Sites or Services using your account information. You agree to immediately notify us of any unauthorized use of your account or any other breach of security of which you become aware. You are responsible for taking precautions and providing security measures best suited for your situation and intended use of the Services and Sites. We have the right to provide user billing, account, Content or use records, and related information under certain circumstances (such as in response to legal responsibility, lawful process, orders, subpoenas, or warrants, or to protect our rights, customers or business). Please note that anyone able to provide your personally identifiable information will be able to access your account so you should take reasonable steps to protect this
  5. User Submissions and Published Content.  We do not seek User Submissions that result from any activity that: (i) may create a risk of harm, loss, physical or mental injury, emotional distress, death, disability, disfigurement, or physical or mental illness to you, to any other person, or to any animal; (ii) may create a risk of any other loss or damage to any person or property; or (iii) may constitute a crime or tort. You agree that you have not and will not engage in any of the foregoing activities in connection with producing your submission. Without limiting the foregoing, you agree that in conjunction with your submission, you will not inflict emotional distress on other people, will not humiliate other people (publicly or otherwise), will not assault or threaten other people, will not enter onto private property without permission, will not impersonate any other person or misrepresent your affiliation, title, or authority, and will not otherwise engage in any activity that may result in injury, death, property damage, and/or liability of any kind. GoodJuju will reject any submissions in which GoodJuju believes, in its sole discretion, that any such activities have occurred. If notified by a user of a submission that allegedly violates any provision of these Terms and Conditions of Use, GoodJuju reserves the right to determine, in its sole discretion, if such a violation has occurred, and to remove any such submission from the Sites at any time and without notice.

User published Content and User Submissions do not represent the views of GoodJuju or any individual associated with GoodJuju, and we do not control this Content. In no event shall you represent or suggest, directly or indirectly, GoodJuju’s endorsement of user published Content. GoodJuju does not vouch for the accuracy or credibility of any user published Content on our Sites or User Submissions published through our Services, and do not take any responsibility or assume any liability for any actions you may take as a result of reviewing any such user published Content or User Submission. Through your use of the Sites and Services, you may be exposed to Content that you may find offensive, objectionable, harmful, inaccurate or deceptive. There may also be risks of dealing with underage persons, people acting under false pretense, international trade issues and foreign nationals. By using our Site and Services, you assume all associated risks.

  1. Advertising Rights.  GoodJuju reserves the right to sell, license and/or display any advertising, attribution, links, promotional and/or distribution rights in connection with your User Submissions, and GoodJuju and its licensors or affiliates will be entitled to retain any and all revenue generated from any sales or licenses of such advertising, attribution, links, or promotional or distribution rights. Nothing in these additional terms obligates or may be deemed to obligate GoodJuju to sell, license or offer to sell or license any advertising, promotion or distribution rights.
  2. Representations and Warranties.  You represent that You are over the age of 21, have the right and authority to enter into this Agreement, are fully able and competent to satisfy the terms, conditions, and obligations herein, and Your use of the Sites and Services is and will be in compliance with all applicable laws, including having all necessary licenses and registrations as required by state and local laws. Furthermore, you shall be solely responsible for your own User Submissions and the consequences of posting or publishing them. In connection with User Submissions, you affirm, represent and warrant the following: (i) You have obtained all consents, and possess all copyright, patent, trademark, trade secret and any other proprietary rights, or the necessary licenses thereto, to grant the license in Section 7; (ii) if necessary you have the written consent of each and every identifiable natural person in the User Submission to use such persons name or likeness in the manner contemplated by the Website and this Agreement, and each such person has released you from any liability that may arise in relation to such use; (iii) You have read, understood, agree with, and will abide by the terms of this agreement; (iv) You are not, and have not been an agent of GoodJuju and were not and are not acting on behalf of, or as a representative of, GoodJuju or any other party in connection with the User Submission; (v) the User Submission and GoodJuju’s use thereof as contemplated by this Agreement and GoodJuju’s Sites will not infringe any rights of any third party, including but not limited to any Intellectual Property Rights, privacy rights and rights of publicity; (vi) You have not and will not engage in any of the following in connection with the production of, your appearance in, or contribution(s) to your User Submission: infliction of injury to any person or animal, humiliation of any person (whether public or private), infliction of emotional distress on any person, assault or battery of any person, damage to any property without permission, entry on any property without permission, or any other act or omission that could give rise to civil and/or criminal liability; (vii) The User Submission does not contain: (a) material falsehoods or misrepresentations that could harm GoodJuju or any third party; (b) content that is unlawful, obscene, defamatory, libelous, threatening, pornographic, harassing or encourages conduct that would be considered a criminal offense, give rise to civil liability or violate any law; (c) advertisements or solicitations of business; or (d) impersonations of third parties, other than those which are readily apparent.
  3. Links and Third Party Links.  Creating or maintaining any link from another web site to any page on the Site without our prior written permission is prohibited. Any permitted links to the Site must comply will all applicable laws, rule and regulations. From time to time, the Sites or Services may contain links to websites that are not owned, operated or controlled by GoodJuju or its affiliates. All such links are provided solely as a convenience to you. If you use these links, you will leave the Sites. Neither we nor any of our respective affiliates are responsible for any content, materials or other information located on or accessible from any other website. Neither we nor any of our respective affiliates endorse, guarantee, or make any representations or warranties regarding any other websites, or any content, materials or other information located or accessible from any other websites, or the results that you may obtain from using any other websites. If you decide to access any other websites linked to or from this Sites, you do so entirely at your own risk.
  4. Limitations of Liability.  GoodJuju does not assume any responsibility, or will be liable, for any damages to, or any viruses that may infect your computer, telecommunication equipment, or other property caused by or arising from your access to, use of, or browsing the Sites, or your downloading of any information or materials from the Sites. IN NO EVENT WILL GOODJUJU, OR ANY OF ITS OFFICERS, DIRECTORS, EMPLOYEES, SHAREHOLDERS, AFFILIATES, SUCCESSORS OR ASSIGNS, NOR ANY PARTY INVOLVED IN THE CREATION, PRODUCTION OR TRANSMISSION OF THE SITES OR SERVICES, BE LIABLE TO YOU OR ANYONE ELSE FOR ANY INDIRECT, SPECIAL, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, THOSE RESULTING FROM LOST PROFITS, LOST DATA OR BUSINESS INTERRUPTION) ARISING OUT OF THE USE, INABILITY TO USE, OR THE RESULTS OF USE OF THE SITE, OR THE MATERIALS, INFORMATION OR SERVICES CONTAINED ON ANY OR ALL SUCH SITES, WHETHER BASED ON TORT, WARRANTY, CONTRACT OR ANY OTHER LEGAL THEORY AND WHETHER OR NOT ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. YOU SPECIFICALLY ACKNOWLEDGE THAT GOODJUJU SHALL NOT BE LIABLE FOR USER SUBMISSIONS OR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY, AND THAT THE RISK OF HARM OR DAMAGE FROM THE FOREGOING RESTS ENTIRELY WITH YOU. THE FOREGOING LIMITATIONS OF LIABILITY DO NOT APPLY TO THE EXTENT PROHIBITED BY LAW. PLEASE REFER TO YOUR LOCAL LAWS FOR ANY SUCH PROHIBITIONS.

IN THE EVENT OF ANY PROBLEM WITH THE SITES OR ANY CONTENT OR SERVICES THEREON, YOU AGREE THAT YOUR SOLE REMEDY IS TO CEASE USING THE SITES. IN THE EVENT OF ANY PROBLEM WITH THE SERVICES THAT YOU HAVE SUBSCRIBED TO ON OR THROUGH THE SITES, YOU AGREE THAT YOUR SOLE REMEDY, IF ANY, IS TO SEEK A REFUND FOR SUCH SERVICES IN ACCORDANCE WITH THE GOODJUJU REFUNDS POLICY. IN NO EVENT SHALL GOODJUJU’S TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION WHETHER IN CONTRACT, TORT (INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE), OR OTHERWISE EXCEED THE GREATER OF (A) ONE HUNDRED DOLLARS (US $100.00) OR (B) THE VALUE OF YOUR SUBSCRIPTION FEES FOR ACCESS TO THE SITES OR SERVICES.

  1. Disclaimers.  YOUR USE OF THE SITES AND THE SERVICES IS AT YOUR RISK. THE INFORMATION, MATERIALS AND SERVICES PROVIDED ON OR THROUGH THE SITES AND SERVICES ARE PROVIDED "AS IS" WITHOUT ANY WARRANTIES OF ANY KIND INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SECURITY OR NON-INFRINGEMENT OF INTELLECTUAL PROPERTY. NEITHER GOODJUJU, NOR ANY OF ITS AFFILIATES WARRANT THE ACCURACY OR COMPLETENESS OF THE INFORMATION, MATERIALS OR SERVICES PROVIDED ON OR THROUGH THE SITES. THE INFORMATION, MATERIALS AND SERVICES PROVIDED ON OR THROUGH THE SITES MAY BE OUT OF DATE, AND NEITHER GOODJUJU, NOR ANY OF ITS AFFILIATES MAKES ANY COMMITMENT OR ASSUMES ANY DUTY TO UPDATE SUCH INFORMATION, MATERIALS OR SERVICES. THE FOREGOING EXCLUSIONS OF IMPLIED WARRANTIES DO NOT APPLY TO THE EXTENT PROHIBITED BY LAW. PLEASE REFER TO YOUR LOCAL LAWS FOR ANY SUCH PROHIBITIONS. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM GOODJUJU OR THROUGH GOODJUJU SITES AND SERVICES WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN
  2. Indemnity.  You agree to defend, indemnify and hold GoodJuju and any affiliated company or individual harmless from any and all liabilities, costs, and expenses, including reasonable attorneys’ fees, related to or in connection with (i) the use of the Sites or the Services, or your placement or transmission of any message or information on this Sites by you or your authorized users; (ii) your violation of any term of this Agreement, including without limitation, your breach of any of the representations and warranties above; (iii) your violation of any third party right, including without limitation any right of privacy, publicity rights or Intellectual Property Rights; (iv) your violation of any law, rule or regulation of the United States or any other country; (v) any claim or damages that arise as a result of any User Submission that you provide to GoodJuju; or (vi) any other party's access and use of the Sites with your unique username, password or other appropriate security code.
  3. Release.  In the event that you have a dispute with one or more other users of the Site, you release GoodJuju (and our officers, directors, agents, subsidiaries, joint ventures and employees) from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such disputes.
  4. Termination.  You or we may suspend or terminate your account or your use of the Sites at any time, for any reason or for no reason. You are personally liable for any subscriptions placed or charges incurred through your account prior to termination. We may also block your access to our Sites or Services in the event that (a) you breach this Agreement; (b) we are unable to verify or authenticate any information you provide to us; or (c) we believe that your actions may cause financial loss or legal liability for you, our users or us.
  5. Force Majeure.  Neither GoodJuju nor you shall be responsible for damages or for delays or failures in performance resulting from acts or occurrences beyond their reasonable control, including, without limitation: fire, lightning, explosion, power surge or failure, water, acts of God, war, revolution, civil commotion or acts of civil or military authorities or public enemies: any law, order, regulation, ordinance, or requirement of any government or legal body or any representative of any such government or legal body; or labor unrest, including without limitation, strikes, slowdowns, picketing, or boycotts; inability to secure raw materials, transportation facilities, fuel or energy shortages, or acts or omissions of other common carriers.
  6. General.  All matters relating to the Sites, Services and this Agreement and any dispute or claim arising therefrom or related thereto (in each case, including non-contractual disputes or claims), shall be governed by and construed in accordance with the internal laws of the State of Oregon without giving effect to any choice or conflict of law provision or rule. You consent to the exclusive jurisdiction of the state and federal courts located in Multnomah County, Oregon. A printed version of this Agreement will be admissible in judicial and administrative proceedings based upon or relating to this Agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.

We do not guarantee continuous, uninterrupted or secure access to our Sites or Services, and operation of the Sites may be interfered with by numerous factors outside of our control. If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced. You agree that this Agreement, and all incorporated agreements, may be automatically assigned by GoodJuju in our sole discretion. Headings are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section. Our failure to act with respect to a breach by you or others does not waive our right to act with respect to subsequent or similar breaches. Our failure to act with respect to a breach by you or others does not waive our right to act with respect to subsequent or similar breaches. This Agreement sets forth the entire understanding and agreement between us with respect to the subject matter hereof. Sections 1 (Site Access License and Restrictions), 17 (Limitations of Liability), 19 (Indemnity), and 20 (Release) shall survive any termination or expiration of this Agreement.

  1. Entire Agreement.  These terms and conditions are the entire agreement between you and GoodJuju and supersede any prior understandings or agreements (written or oral).
  2. Additional Assistance.  If you do not understand any of the foregoing Terms and Conditions of Use or if you have any questions or comments, please contact us at by email at: info@shopGoodJuju.com
  3. Copyright Notice.  All Site design, graphics, text selections, arrangement and all software are Copyright © 2018 GoodJuju, Inc. or its licensors. ALL RIGHTS RESERVED.

 

Terms and Conditions of Participation

PLEASE READ THESE TERMS AND CONDITIONS OF PARTICIPATION IN GOODJUJU, INC. REWARDS PROGRAM CAREFULLY.  BY PARTICIPATING IN THIS PROGRAM, YOU AGREE TO BE BOUND BY THE TERMS DESCRIBED HEREIN AND ALL TERMS INCORPORATED BY REFERENCE.  IF YOU DO NOT AGREE TO ALL OF THESE TERMS, DO NOT PARTICIPATE IN THIS PROGRAM.

The GoodJuju, Inc. Rewards Program (“Program”) is offered at the sole discretion of GoodJuju, Inc. (“GoodJuju”, “Company”, “we”, “our” or “us”). The Program is available to users of the GoodJuju website (the “Users”), and is limited to one account per User, which shall include User affiliates and subsidiaries.

 

By joining the Program and becoming a Program member, you (individually and collectively, “you,” “your,” or “Member”), agree that you have read, understood and agree to be bound by these Rewards Program Terms and Conditions of Participation (“Terms”) and by any changes or modifications we may make. You should review these Terms to understand the terms and conditions that apply to the Program as they may change from time to time. These Terms do not alter in any way the terms or conditions of any other agreement you may have with us, including any agreement for products or services.  By enrolling in the Program, you also agree to be bound by our website Privacy Policy and our website Terms and Conditions of Use, which are incorporated herein by reference.  If you do not agree to these Terms, our website’s Privacy Policy, and our website’s Terms and Conditions of Use, you cannot participate in the Program.  In the event of any conflict between GoodJuju’s website’s Terms and Conditions of Use and these Terms, the website’s Terms and Conditions of Use will control.  The Program is void where prohibited by law.

  1. PROGRAM ELIGIBILITY

 

If the User is an individual, User must be a United States resident (including residents of U.S. Territories) who is at least 21 years of age to participate in the Program.

 

If the User is a legal entity or partnership, the entity or partnership must be validly existing and in good standing under the laws of the State the entity or partnership is organized.

 

  1. PRIVACY

 

Please review our Privacy Policy, which also governs your visit to shopGoodJuju.com website, to understand our practices.

 

  1. PROGRAM OVERVIEW

 

The Program is GoodJuju’s way to build a community by and among GoodJuju, as an ancillary technology service, and the community GoodJuju services, including but not limited to growers, product manufacturers, distributors, dispensaries, media outlets, ambassadors and evangelists. By completing specific tasks on the GoodJuju platform as well as hitting other incentive marks, Users will gain Reward Points (as defined below) of GoodJuju, on a quarterly basis.  For the purposes of the Program, Reward Points shall mean unfunded bookkeeping share or unit that entitles the recipient to certain payments as further set forth in these Terms.  Other than the right to receive certain payments as set forth herein, the are no rights attributed, ownership, management or otherwise, to the Reward Points granted by GoodJuju.

 

The Program will run for 3 years, beginning June 1, 2018, and ending May 31, 2021 (the “Term”). Over the Term, GoodJuju will be granting a total of 1,500,000 Reward Points.  GoodJuju will issue up to 125,000 Reward Points per quarter during the Term. In the event more than 125,000 Reward Points are earned in any given quarter (an “Overallotment Quarter”), any User who earned Reward Points in that quarter will have their Reward Points amount adjusted to an amount which equals the User’s pro rata portion of the total amount of Reward Points earned in that quarter multiplied by 125,000.For the avoidance of doubt, as an example, if a total of 500,000 Reward Points were issued and a User received 100,000, the User’s adjusted Reward Point balance would be 25,000.

 

All tasks which earn Reward Points are listed below with their associated payout in Reward Points. Incentive marks are in place to encourage further usage of the platform to be rewarded with additional Reward Points.

 

Upon the User referring GoodJuju to an associate, and the referred associate completing the baseline tasks, the referring User will receive 15% of the Reward Points, the referred associate earns throughout their lifetime, subject to one or more adjustments, including, but not limited to, the adjustment described above in the event of an Overallotment Quarter.

 

Both incentive and baseline tasks/marks are reset at the beginning of every quarter. Upon reaching an incentive mark, the User will receive that number of Reward Points detailed below, which such Reward Points shall be issued at the end of each quarter.

 

Reward Points vesting will occur over four years such that 25% of the Reward Points granted will vest after one year following the issue date, and the remaining, unvested portions, of the Reward Points will vest monthly for three years following that one year anniversary, so long as the User remains active on the platform.  For the purpose of these Terms, the issue date shall be the final day of the quarter in which the Reward Points were earned (the “Issue Date”). The start date for all vesting is the Issue Date of the Reward Points, such that the vesting occurs on a rolling basis, Reward Points earned in earlier quarters will vest sooner - and later, later.  

 

If the recipient’s relationship with GoodJuju is terminated for any or no reason whatsoever or if it stops actively utilizing the platform, any Reward Points that have not vested as set forth above shall terminate, be null and void and of no further force or effect.  For the avoidance of doubt, remaining “active” on the platform for the purposes of vesting and termination means completing the baseline tasks every quarter.

 

In the event that the Company liquidates or makes any capital distribution on its shares for any reason, including, without limitation, as a result of a sale of assets or the like of the Company, a holder of Reward Points shall be entitled to a payment on each vested Reward Point in the same form (i.e., cash or securities or other property) as the distribution made upon a share of stock in the Company equal to the product of .00001 times the capital distribution made.

Such amount shall be paid directly to the recipient of the Reward Points, subject to applicable withholding taxes and amounts which the Company is required to withhold, and shall be deemed additional compensation when paid.  In the event that the vested Reward Point is redeemed or cancelled as set forth in these Terms, or the Program is otherwise terminated prior to the date of liquidation of the Company or the date of any capital distribution by the Company, the User shall not be entitled to any such distribution after the date of such redemption or cancellation of the Reward Points or the termination of this Program.

The Board of Directors of the Company shall have full authority and discretion to decide all matters relating to the administration and interpretation of this Program, and the definition of “net profits” or “distribution” of the Company.  All such board of director determinations shall be final, conclusive, and binding upon the Company, the recipient, and any and all interested parties, and shall not be disputed or challenged.

 

 

June 1, 2018 will be the beginning of the first tracking quarter.

 

Quarter 1 of the Program will end August 31, 2018.

Quarter 2 of the Program will end November 30, 2018.

Quarter 3 of the Program will end February 28, 2019.

Quarter 4 of the Program will end May 31, 2019.

Quarter 5 of the Program will end on August 31, 2019.

Quarter 6 of the Program will end on November 30, 2019.

Quarter 7 of the Program will end on February 28, 2020.

Quarter 8 of the Program will end on May 31, 2020.

Quarter 9 of the Program will end on August 31, 2020.

Quarter 10 of the Program will end on November 30, 2020.

Quarter 11 of the Program will end on February 28, 2021.

Quarter 12 of the Program will end on May 31, 2021.

 

GOODJUJU RETAINS THE RIGHT TO ALTER THE INCENTIVE STRUCTURE AT ANY TIME AND IN MANNER, AT GOODJUJU’S SOLE DISCRETION.

 

REWARD POINTS SHALL BE ISSUED AT THE END OF EACH QUARTER. ON SUCH DATE, THE VESTING OF THE REWARD POINTS SHALL COMMENCE IN ACCORDANCE WITH THE VESTING SCHEDULE SET FORTH HEREIN. IN THE EVENT THAT THE REWARD POINTS EARNED BY THE COLLECTIVE USERS EXCEEDS THE NUMBER OF REWARD POINTS AVAILABLE IN ANY GIVEN QUARTER, EACH USER’S REWARD POINTS EARNED WILL BE REDUCED, PRO-RATA, AND EACH USER SHALL RECEIVE AN AMOUNT OF THE QUARTERLY POOL EQUAL TO THE OF THE AMOUNT OF REWARD POINTS EACH USER HAS EARNED IN SUCH QUARTER DIVIDED BY THE TOTAL AMOUNT OF REWARD POINTS EARNED THAT QUARTER BY ALL USERS, MULTIPLIED BY 125,000.

 

 

Brand Baseline Tasks

 

  • User completes all profile information – User will earn 125 Reward Points;
  • User posts product – User will earn 125 Reward Points;
  • User boosts product – User will earn 125 Reward Points;
  • User shares with associate – User will earn 125 Reward Points; and
  • User runs reward program – User will earn 125 Reward Points.

 

Brand Incentive Marks (per quarter)

 

  • User spends at least $1,000.00 – User will earn 1,000 Reward Points;
  • User spends at least $3,000.00 – User will earn 2,000 Reward Points;
  • User spends at least $5,000.00 – User will earn 3,000 Reward Points;
  • User spends at least $7,000.00 – User will earn 4,000 Reward Points;
  • User spends $10,000.00 or more – User will earn 5,000 Reward Points;
  • User shares the platform with at least 5 associates – User will earn 1,500 Reward Points;
  • User shares the platform with at least 10 associates – User will earn 3,000 Reward Points;
  • User shares the platform with at least 15 associates – User will earn 4,000 Reward Points;
  • User shares the platform with 20 or more associates – User will earn 5,000 Reward Points;
  • User runs at least 3 boost campaigns, spending a minimum of $300.00 – User will earn 1,250 Reward Points;
  • User runs at least 5 boost campaigns, spending a minimum of $500.00 – User will earn 2,500 Reward Points;
  • User runs at least 10 boost campaigns, spending a minimum of $1,000.00 – User will earn 5,000 Reward Points;
  • User runs at least 3 rewards programs, running a minimum of 30 days – User will earn 3,000 Reward Points;
  • User runs at least 5 rewards programs, running a minimum of 30 days – User will earn 5,000 Reward Points;
  • User runs 7 rewards programs, running a minimum of 30 days – User will earn 7,000 Reward Points;
  • User adds at least 5 products to the website – User will earn 1,000 Reward Points;
  • User adds at least 7 products to the website – User will earn 1,250 Reward Points;
  • User adds at least 10 products to the website – User will earn 2,500 Reward Points;
  • User adds 100 or greater units or pounds of product to the website – User will earn 2,000 Reward Points;
  • User completes at least 20 transactions – User will earn 2,000 Reward Points;
  • User completes at least 25 transactions – User will earn 2,500 Reward Points;
  • User completes at least 30 transactions – User will earn 3,000 Reward Points.

 

Retailer Baseline Tasks

 

  • User completes all profile information - User will earn 250 Reward Points;
  • User buys product - User will earn 250 Reward Points;
  • User shares with an associate - User will earn 250 Reward Points;

 

Retailer Incentive Marks (per quarter)

 

  • User spends at least $1,000.00 through the GoodJuju website – User will earn 1,000 Reward Points;
  • User spends at least $5,000.00 through the GoodJuju website – User will earn 5,000 Reward Points;
  • User spends at least $7,500.00 through the GoodJuju website – User will earn 7,500 Reward Points;
  • User spends at least $15,000.00 through the GoodJuju website – User will earn 15,000 Reward Points;
  • User spends at least $25,000.00 through the GoodJuju website – User will earn 25,000 Reward Points;
  • User shares with at least 10 associates – User will earn 2,000 Reward Points;
  • User shares with at least 15 associates – User will earn 3,500 Reward Points;
  • User shares with at least 20 or more associates – User will 5,000 Reward Points;
  • User completes at least 10 transaction – User will earn 3,000 Reward Points;
  • User completes at least 20 transaction – User will earn 7,500 Reward Points;
  • User completes at least 30 transaction – User will earn 15,000 Reward Points;

 

Reward Points, and incentive marks reached, are not cumulative.  The amount of Reward Points granted is equal to your highest incentive mark reached of any given task (subject to any adjustments referenced herein).  By way of example, if retailer User spends $10,000.00 through the GoodJuju website, this User would earn a total of 7,500 Reward Points (equal to the corresponding incentive mark of spending $7,500.00).  User would not also be entitled to the 1,000 Reward Points for reaching the $1,000.00 spend nor the 5,000 Reward Points for reaching the $5,000.00 spend.

 

  1. TERMINATION AND MODIFICATION

 

4.1. The Program and its benefits are offered at our sole discretion. We may, in our discretion, cancel, modify, restrict or terminate these Terms and/or the Program or any aspect or feature of the Program at any time without prior notice, even though such changes may affect the value of rewards or benefits already accumulated or earned and/or the ability to redeem accumulated rewards or benefits. 

4.2. We reserve the right, at any time, in our sole discretion, to: (1) exclude you from participation in the Program; (2) discontinue your participation in the Program; and/or (3) suspend or audit your User account for any amount of time without prior notice. Any suspected abuse of the Program, failure to follow any Program Terms, no User activity for 12 months or more, illegal activity, fraud, misrepresentation or other conduct inconsistent with these Terms and/or detrimental to us or our interests, including without limitation, any suspected illegal, fraudulent other unauthorized use of any Program rewards, points, and/or benefits, may result in the revocation of your membership and make you ineligible for further participation in the Program. If your membership is revoked, any rewards or benefits in your account will automatically expire and your access to the Program and features will automatically terminate in our sole discretion. If we suspect illegal activity, fraud, misrepresentation, abuse or violation of these Terms, we also have the right to take appropriate legal action, in our sole discretion.

4.3. If you decide you no longer want to be a part of the Program, you may cancel your membership at any time by opting-out in your account on the Site, by calling (530) 436-5102, or emailing info@shopGoodJuju.com. If you cancel your membership, any rewards or benefits in your account will automatically expire.

 

  1. DISCLAIMER OF WARRANTY; LIMITATION OF LIABILITY

 

5.1. NEITHER GOODJUJU NOR OUR PARENTS, SUBSIDIARIES, AFFILIATES, PARTNERS, OR LICENSORS MAKE ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND WHATSOEVER, EXPRESS OR IMPLIED, IN CONNECTION WITH THESE TERMS OR THE PROGRAM OR ANY OF THE REWARDS OR BENEFITS ASSOCIATED WITH THE PROGRAM INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE, EXCEPT TO THE EXTENT SUCH REPRESENTATIONS AND WARRANTIES ARE NOT LEGALLY EXCLUDABLE.

5.2. YOU AGREE THAT NEITHER GOODJUJU NOR OUR PARENTS, SUBSIDIARIES, AFFILIATES, PARTNERS, OR LICENSORS WILL BE RESPONSIBLE OR LIABLE IN CONTRACT, WARRANTY OR IN TORT (INCLUDING NEGLIGENCE) FOR ANY (a) INTERRUPTION OF BUSINESS; (b) ACCESS DELAYS OR ACCESS INTERRUPTIONS TO THE PROGRAM; (c) DATA NON-DELIVERY, LOSS, THEFT, MISDELIVERY, CORRUPTION, DESTRUCTION OR OTHER MODIFICATION; (d) LOSS OR DAMAGES OF ANY SORT INCURRED AS A RESULT OF DEALINGS WITH OR THE PRESENCE OF THIRD PARTY LINKS ON THE SITE OR USE OF ANY REWARD OR BENEFIT OF THE PROGRAM; (e) COMPUTER VIRUSES, SYSTEM FAILURES OR MALFUNCTIONS WHICH MAY OCCUR IN CONNECTION WITH YOUR USE OF THE SITE, INCLUDING DURING HYPERLINK TO OR FROM THIRD PARTY WEBSITES; (f) ANY INACCURACIES OR OMISSIONS IN PROGRAM CONTENT; OR (g) EVENTS BEYOND OUR REASONABLE CONTROL. WE MAKE NO REPRESENTATIONS OR WARRANTIES THAT DEFECTS OR ERRORS WILL BE CORRECTED.

5.3. FURTHER, NEITHER GOODJUJU NOR OUR PARENTS, SUBSIDIARIES, AFFILIATES, PARTNERS, OR LICENSORS WILL BE LIABLE FOR ANY INDIRECT, SPECIAL, PUNITIVE, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND (INCLUDING LOST PROFITS) RELATED TO THE PROGRAM OR AND YOUR PARTICIPATION THEREIN, WHETHER IN CONTRACT, WARRANTY, OR IN TORT (INCLUDING NEGLIGENCE), EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND IN NO EVENT SHALL OUR MAXIMUM AGGREGATE LIABILITY FOR SUCH CLAIMS EXCEED ONE HUNDRED DOLLARS ($100.00).

5.4. YOU AGREE THAT NO CLAIMS OR ACTION IN CONTRACT, WARRANTY, OR IN TORT (INCLUDING NEGLIGENCE) ARISING OUT OF, OR RELATED TO, YOUR PARTICIPATION IN THE PROGRAM, USE OF ANY REWARDS OR OTHER BENEFIT OR THESE TERMS MAY BE BROUGHT BY YOU MORE THAN ONE (1) YEAR AFTER THE CAUSE OF ACTION RELATING TO SUCH CLAIM OR ACTION AROSE. IF YOU ARE DISSATISFIED WITH THE PROGRAM, TERMINATION OF YOUR MEMBERSHIP IN THE PROGRAM IS YOUR SOLE REMEDY. WE HAVE NO OTHER OBLIGATION, LIABILITY, OR RESPONSIBILITY TO YOU.

  1. INDEMNIFICATION

 

You agree to defend, indemnify and hold us, our parents, subsidiaries, affiliates, partners, licensors, officers, directors, employees, and agents harmless for any loss, damages or costs, including reasonable attorneys' fees, resulting from any third party claim, action, or demand resulting from your participation in the Program in violation of any law, rule, regulation or these Terms.

  1. GENERAL

 

All matters relating to the Program and any dispute or claim arising therefrom or related thereto (in each case, including non-contractual disputes or claims), shall be governed by and construed in accordance with the internal laws of the State of Oregon. You consent to the exclusive jurisdiction of the state and federal courts located in Multnomah County, Oregon. A printed version of these Terms will be admissible in judicial and administrative proceedings based upon or relating to these Terms to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.

 

  1. CONTACT US

 

For information about the Program and your membership, contact (530) 436-5102 from within the U.S.A. or via email at info@shopGoodJuju.com. We are not responsible for requests or correspondence lost or delayed in the mail or over the Internet.

 

  1. DISPUTE RESOLUTION

 

The parties agree to resolve amicably and in good faith any dispute arising from the interpretation of any provisions of this Program.  In the event of any disagreement among the parties concerning any provision hereof, upon the request of any party, the matter shall be immediately referred to the CEO of Company.  If within a period of 30 days after reference of the matter to them the Company’s CEO and the recipient are unable to agree upon a resolution, any party may within 30 days after the aforesaid 30-day period elect to utilize a non-binding resolution procedure whereby each party presents its case at a hearing held in Manhattan County, New York before a mediator consisting of a panelist designated by the Company (who is not employed by or an independent contractor to, the Company).   All panelists shall be selected within the aforesaid thirty (30) day period.  Prior to the hearing, the parties and the panelists shall agree on a set of ground rules for the hearing.  At the conclusion of the hearing, the CEO of the Company and the recipient shall meet and attempt to resolve the matter.  If the matter cannot be resolved at such meeting, the neutral panelist may be called upon to render his opinion as to how the matter would be resolved had the matter been on trial in a court of law.  After the opinion is received, the CEO and the recipient shall meet again and try to resolve the matter.  If the matter cannot be resolved at such meeting, any party may give to the other party notice of its intention to arbitrate the dispute pursuant to Section 10 of this Agreement, other than disputes that are not the proper subject of arbitration.  No arbitration may be commenced concerning the matter in dispute until 30 days have elapsed from the sending of the notice to arbitrate; provided, however, that such arbitration may be commenced prior to such date if the applicable statute of limitations would run prior thereto.  The parties shall bear their respective costs incurred in connection with this procedure, including the fees and expenses of the neutral advisor.

 

  1. ARBITRATION

 

(a)              Provided the dispute resolution procedures set forth in Section 9 are exhausted, except with regard to any matters that are not a proper subject of arbitration, all disputes between the parties hereto concerning the performance, breach, construction or interpretation of this Agreement or any portion thereof, or in any manner arising out of this Agreement or the performance thereof, shall be submitted to binding arbitration, in accordance with the rules of the American Arbitration Association (the “AAA”), which arbitration shall be carried out in the manner hereinafter set forth.

 

(b)              Within twenty (20) days after written notice by one party to the other of its demand for arbitration, which demand shall set forth the name and address of its arbiter, the other party shall select its arbiter and so notify the demanding party.  Within twenty (20) days thereafter, the two arbiters so selected shall select the third arbiter.  The decision of any two (2) arbiters shall be binding upon the parties.  In default of either side naming its arbiter as aforesaid or in default of the selection of the said arbiter as aforesaid, the AAA shall designate such arbiter upon the application of either party.  The arbitration proceeding shall take place at a mutually agreeable location in Manhattan County, New York or such other location as agreed to by the parties.  The arbitrators shall set procedural rules to complete any arbitration in no more than thirty (30) days, except that if any party fails to comply with the procedural rules which, in the opinion of the arbitrators, has the effect of delaying the arbitration, the arbitrators shall determine procedures whereby the other party shall be entitled to extend the arbitration for a period of time commensurate with the delay(s).

 

(c)              A party who files a notice of demand for arbitration must assert in the demand all claims then known to that party on which arbitration is permitted to be demanded.  When a party fails to include a claim through oversight, inadvertence or excusable neglect, or when a claim has matured or been acquired subsequently, the arbitrators may permit amendment.  A demand for arbitration shall be made within a reasonable time after the claim has arisen, and in no event shall it be made after the date when institution of legal or equitable proceedings based on such claim would be barred by the applicable statute of limitations.

 

(d)             The award rendered by the arbitrators shall be final, binding and conclusive, and judgment may be entered upon it in accordance with applicable law in the appropriate court in the State of California, with no right of appeal therefrom.

 

(e)              Each party shall pay its or his own expenses of arbitration, and the expenses of the arbitrators and the arbitration proceeding shall be equally shared; provided, however, that, if, in the opinion of a majority of the arbitrators, any claim or defense was unreasonable, the arbitrators may assess, as part of their award, all or any part of the arbitration expenses of the other party (including reasonable attorneys’ fees) and of the arbitrators and the arbitration proceeding against the party raising such unreasonable claim or defense.