By listing your products (Auction Item(s)) with Cannabis Auctions, you acknowledge and agree to the following seller terms and conditions.
WHEREAS, you, the Seller, have an active cannabis cultivator, distributor, manufacturer, or retailer license issued by the state of California and desires to engage Cannabis Auctions as a distributor for the sale of Seller’s Product via auction.
WHEREAS, Cannabis Auctions agrees to devote Cannabis Auctions’ time, resources, and best efforts to the advertise, market, and sell via auction the Sellers products.
NOW, THEREFORE, Cannabis Auctions and Seller agree as follows:
SCOPE OF SERVICES: Cannabis Auctions shall advertise and solicit new customers to sell via auction Seller’s product. At their sole cost, Cannabis Auctions shall develop and deploy marketing materials including, but not limited to websites, social media pages, social media posts, blog posts, directory listings, pay-per-click campaigns, and other digital or physical marketing materials deemed appropriate by the Cannabis Auctions (the “Advertisements”).
AUCTIONED ITEMS: By listing your Auction Lots (“Auction Item(s)”) with Cannabis Auctions you acknowledge and agree to the following:
- You agree to fully, completely, and accurately disclose all information relating to your Auction Item(s), including quality, test results, brand name or other indication of origin or manufacture, and you shall be responsible for any such inaccuracies, errors, or omissions.
- You agree that all Auction Item(s) must be tested by a licensed cannabis analytical lab;
- You will not list any Auction Item(s) through our Services that are illegal to use, possess, auction or sell under any applicable State law, rule, or regulation;
- Auction Item(s) will not contain links to or a description of other items that you may have for sale outside of our Service;
- Any Auction Item(s) that are not sold upon completion of an auction will be automatically re-listed for an additional auction period deemed appropriate by Cannabis Auctions.
- Auction Item(s) must be actual items and not mere examples of items. Only one Listed Item (with multiple quantities, if applicable) can appear on each Auction Listing;
- You will have an option to set the opening bid price as a reserve;
- You will have an option to set a “Buy it Now” price;
- You will make the Auction Item(s) available to the highest bidder in accordance with the Terms Conditions and additional auction Terms on Listed; and
- We reserve the right, in our sole discretion, to: (i) refuse to allow any item to be listed on our auctions, at any time and for any reason; (ii) withdraw any Auction Item(s) from our Services; (iii) review and verify a Listed Item’s information and description; (iv) amend the information in a Listed Item; or (v) cancel any proposed bid for Auction Item(s) that we deem to be suspicious or fraudulent and report such bid to applicable authorities.
SELLER CONFIRMATION OF AUCTION ITEMS(S): You are responsible for reviewing the categorization and description of your Auction Item(s) to ensure the listed items are categorized and described accurately. While we do our best to assist Sellers with posting correct information, you are responsible for reviewing and ensuring that any content displayed on our Services appears as you intended. We take no responsibility for Auction Item(s) that are mis-listed or mis-categorized.
SELLER REPRESENTATIONS AND WARRANTIES:
You represent and warrant that any Auction Item(s) listed by you:
- are owned by you, or you have the legal right and authority to sell such Auction Item(s) on behalf of the legal owner;
- are free of material defects, except as disclosed by you within the applicable listing;
- have not been modified or tampered with in any manner that would be contrary to applicable legislation or misleading to a Bidder;
- have not been fraudulently obtained, and are not stolen or counterfeit;
- only include descriptions, pictures and videos that are accurate;
- include all legally required disclosures that may be applicable to the auction and/or sale of the Auction Item(s) to a Bidder.
- the offering for sale, advertising and sale of the Auction Item(s) will not contravene or infringe upon any patent, copyright, trademark, agreement or similar right of any third-party; and
- any User Posted Terms for your Auction Item(s) are legal and do not violate any applicable laws, rules, or regulations.
AUCTION ITEM(S) EXCLUSIVITY AND AVAILABILITY: You agree that once Auction Item(s) are listed for auction using our Services, you will not sell the Auction Item(s) elsewhere and make them available to Cannabis Auctions upon the successful completion of an auction. To the extent you are only auctioning a Listed Item online, our Services shall be the exclusive listing for that Listed Item and you shall not offer for sale or sell the Listed Item in any other manner until the earlier of (a) the date the Listed Item is auctioned through our Services; (b) the date you withdraw the Listed Item from our Services as permitted herein; or (c) the date on which the auction with the Listed Item expires.
FEES: You agree to pay Cannabis Auctions current fees for your use of our Services. Cannabis Auctions, during the term of the agreement, shall receive a commission from the sale of Seller’s Products only if the sale was originated by the efforts or Advertisements of the Cannabis Auctions. Cannabis Auctions’ commission on sales made pursuant to this agreement shall 15 percent (15%) of the final auction price or buy it now price. Commissions for auctions that are based on the price per unit, commissions shall be calculated as following: Realized Price Per Unit multiplied by Total Number of Units in the Auction Lot.
Seller, on termination of this agreement, shall pay any outstanding indebtedness or commissions earned to Cannabis Auctions.
CONTENT AUTHORIZATION: Seller authorizes the Cannabis Auctions to develop and distribute Advertisements that may contain the Sellers: logo, slogan, individual company website link or other contact information customers may find necessary to place a bid on your Auction Item(s).
BUYBACK AND PRICE MANIPULATION: Seller shall not bid or make an offer, directly or indirectly, nor allow any other person to bid or make an offer on your behalf, by agency or otherwise, on your Auction Item(s) or any part of your auctions. In the event of price manipulation or a buyback, we may, in our sole discretion, ban you from future use of our Services.
SEARCH RESULTS: Cannabis Auctions cannot guarantee that Auction Item(s) will appear in any specific order in search results on Cannabis Auctions. Search order results will fluctuate based on the search options used, including but not limited to, price and auction end time.
RELATION OF PARTIES: The performance by Cannabis Auctions of its duties and obligations under this Agreement will be that of an independent contractor, and nothing in this Agreement will create or imply employment, an agency relationship, nor will this Agreement be deemed to constitute a joint venture or partnership between the parties.
NO GUARANTEE OF SALE OR PROCEEDS: Cannabis Auctions does not guarantee that Bidders/ Buyers will bid on your Auction Lots, that you will be able to sell your Auction Item(s) using the Cannabis Auctions service, or that we will be able to collect the purchase price from a Bidder/Buyer who has a winning bid for Auction Item(s).
TAXES: Seller acknowledges that as licensed cannabis distributor, Cannabis Auctions is required collect taxes in accordance with the California Department of Tax and Fee Administration’s (CDTFA) requirements which includes the following: Collect the cannabis cultivation tax from cultivators and manufacturers from which we receive cannabis and/or cannabis products. Collect the cannabis excise tax from cannabis retailers we supply (sell and/or transfer) with cannabis and/or cannabis products. Applicable taxes will be deducted from the proceeds for your Auction Item(s).
NOTICES: Any notice, consent or other communication hereunder shall be in writing and shall be deemed to have been duly given only if sent by means of registered or certified mail with postage prepaid to the addresses provided at the beginning of this agreement or by email to the email addresses set forth below. Notices to Cannabis Auctions shall be sent to the following:
440 Lower Grass Valley Rd., Suite C,
Nevada City, CA 95959
WARRANTY: In the event of an error or omission, Cannabis Auctions will correct the error or omission within 24-hours after receiving notice from the Seller of the error or omission. In order to avail itself of the correction remedy, the Seller must make a written claim of such an error or omission to Cannabis Auctions. The Seller shall not be entitled to any other compensation for such error or omission due to Cannabis Auctions. The above limited remedies shall apply to all claims, causes of action, damages, fines, penalties, or liabilities that the Seller may have against Cannabis Auctions, including but not limited to, claims based on breach of contract, torts (such as negligence or recklessness), or product liability.
EXCEPT FOR ANY WARRANTY EXPRESSLY MADE BY CANNABIS AUCTIONS PURSUANT TO THIS AGREEMENT, CANNABIS AUCTIONS HEREBY DISCLAIMS ANY AND ALL IMPLIED WARRANTIES, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTY OF MERCHANTABILITY, THE IMPLIED WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, THE IMPLIED WARRANTY OF QUALITY OF ANY COMPUTER PROGRAMS, ANY AND ALL IMPLIED WARRANTIES OF INFORMATIONAL CONTENT, AND ANY AND ALL WARRANTIES AS TO ANY EFFORT MADE TO ACHIEVE A PARTICULAR PURPOSE. CANNABIS AUCTIONS MAKES NO WARRANTY THAT THE WEBSITE IS FREE OF VIRUSES OR POTENTIALLY DAMAGING CODE.
Notwithstanding anything in this Agreement to the contrary, in no event will Cannabis Auctions or its employees or agents be liable for any damages or expenses caused by system failure caused by any on-line service or computer system failure, or by any transmission, access or communication problems, provided that Cannabis Auctions takes reasonable efforts to correct such problems. Notwithstanding anything in this Agreement to the contrary, Cannabis Auctions is not responsible for the quality of the Seller ’s advertising to the extent that it may be affected by any operating systems, networks, independent display mechanisms or access to on-line services. In no event will Cannabis Auctions be liable for any consequential, exemplary, incidental, punitive or special damages arising out of this Agreement, including, but not limited to, loss of profit, loss of data or the cost of any alternative forms of advertising, whether based on breach of contract, tort (including negligence or recklessness), product liability or otherwise, even if Cannabis Auctions is informed in advance of the possibility of such damages. Cannabis Auctions’ total liability under this Agreement is limited to the payments received by Cannabis Auctions from Seller hereunder for the current term of this Agreement only.
BOND: The California Secretary of State requires that professional auctioneers and auction companies operating in the state furnish a $20,000 surety bond to the Secretary of State ensure ethical business conduct and compliance with state codes and guidelines pertaining to the business activities conducted by the licensee, its authorized representatives and agents. Specifically, the surety bond ensures compliance with the provisions of Title 2.95 (commencing with Section 1812.600), Part 4 of Division 3 of the Civil Code of the State of California. The auctioneer or auction company is obligated to pay all money due to any party when the bonded principal or its representative or agent has received such sums, and pay all damages incurred anyone resulting from unlawful acts or omissions of the surety bond principal while conducting business. Cannabis Auctions has meet these requirements and has finished the following bonds: AUCTION BOND#: 65693769.
INDEMNIFICATION: The Seller agrees to defend, hold harmless and indemnify Cannabis Auctions, its employees and agents for any and all claims, causes of action, damages, demands, fines, liabilities and penalties arising out of the Seller ’s breach of any warranty made by the Seller pursuant to this Agreement. The Seller further agrees to defend, hold harmless and indemnify Cannabis Auctions for any and all claims, causes of action, damages, demands, fines, liabilities and penalties arising out of the Seller ’s negligent or reckless acts or omissions arising out of this Agreement. Furthermore, Seller agrees to defend, hold harmless and indemnify Cannabis Auctions, any and all claims, causes of action, damages, demands, fines, liabilities and penalties arousing out of Product Liability.
In addition to the indemnification provisions set forth in the Terms and Conditions of Cannabis Auctions, you agree to indemnify, defend, and hold harmless the Indemnified Parties from and against any and all damages, costs, claims or liability (including reasonable attorneys’ fees) arising out of or resulting from (i) any breach of your representations, warranties or covenants set out in these Seller Terms; (ii) hazardous materials associated with Auction Item(s) or contamination resulting from any leakage, spills, or malfunction of Auction Item(s); (iii) deficiencies in the provision of documents required for the purpose of titling or registering any part of the Auction Item(s) by any Bidder thereof; (iv) taxes or customs duties payable in respect of, the Auction Item(s) or any part thereof; (v) deficiency in compliance with any applicable environmental rules or regulations related to the Auction Item(s); (vii) any deficiency in compliance with any laws, rules or regulations concerning consumer protection, privacy, or taxes related to your use of our Services and any transactions with other users; and (viii) deficiency in compliance with any applicable manufacturer or government restrictions related to Auction Item(s) .
ARBITRATION: In the event of any claim, demand, dispute, controversy or cause of action, arising out of or relating to any performance required under this Agreement, or the interpretation, validity or enforceability hereof (each a “Claim”), the parties hereto shall use their best efforts to settle the Claim. To this effect, they shall consult and negotiate with each other in good faith and, recognizing their mutual interests, attempt to reach a just and equitable resolution satisfactory to the parties. If the Claim cannot be settled through negotiation within a period of seven (7) days, the parties agree to attempt in good faith to settle the Claim through mediation, administered by a mediator mutually agreeable to the parties, before resorting to arbitration. If they do not reach such resolution, or an agreed upon mediator cannot be identified, within a period of thirty (30) days, then, upon notice by either party to the other they shall commence arbitration as set forth in subparagraph (d) below.
The parties agree to submit any and all Claims, or any dispute related in any way to this Agreement and the services rendered hereunder, to binding arbitration before JAMS. The arbitration shall be held in accordance with the JAMS then-current Streamlined Arbitration Rules & Procedures (and no other arbitration rules), which currently are available at: https://www.jamsadr.com/rules-streamlined-arbitration. The arbitrator shall be either a retired judge, or an attorney who is experienced in commercial contracts and licensed to practice law in California, selected pursuant to the JAMS rules. The parties expressly agree that any arbitration shall be conducted in the County of Sacramento, California. Each party understands and agrees that by signing this Agreement, such party is waiving the right to a jury. The arbitrator shall apply California substantive law in the adjudication of all Claims. In no event shall a Claim be adjudicated in Federal District Court. In the event that either party commences a lawsuit in Federal District Court or moves to remove such action to Federal District Court, the parties hereby mutually agree to stipulate to a dismissal of such Federal action with prejudice. After a demand for arbitration has been filed and served, the parties may engage in reasonable discovery in the form of requests for documents, interrogatories, requests for admission, and depositions. The arbitrator shall resolve any disputes concerning discovery. The arbitrator shall award costs and reasonable attorneys’ fees to the prevailing party, as determined by the arbitrator, to the extent permitted by California law. The arbitrator’s decision shall be final and binding upon the parties. The arbitrator’s decision shall include the arbitrator’s findings of fact and conclusions of law and shall be issued in writing within thirty (30) days of the commencement of the arbitration proceedings.
NON-CIRCUMVENTION: Seller shall not deal with, contract with, or otherwise conduct business with any individual or entity introduced by Cannabis Auctions directly without the prior knowledge and written permission from Cannabis Auctions.
MUTUAL NON-DISCLOSURE: It is understood and agreed to that the parties to this Agreement would each like to provide the other with certain information that may be considered confidential. To ensure the protection of such information and in consideration of the agreement to exchange said information, the parties agree as follows:
The confidential information to be disclosed under this Agreement (“Confidential Information”) can be described as and includes:
Technical and business information relating to proprietary ideas, patentable ideas and/or trade secrets, existing and/or contemplated products and services, research and development, production, costs, profit and margin information, finances and financial projections, customers, clients, marketing, and current or future business plans and models, regardless of whether such information is designated as “Confidential Information” at the time of its disclosure.
In addition to the above, Confidential Information shall also include, and the parties shall have a duty to protect, other confidential and/or sensitive information which is (a) disclosed as such in writing and marked as confidential (or with other similar designation) at the time of disclosure; and/or (b) disclosed by in any other manner and identified as confidential at the time of disclosure and is also summarized and designated as confidential in a written memorandum delivered within thirty (30) days of the disclosure.
The parties shall limit disclosure of Confidential Information within its own organization to its directors, officers, partners, members and/or employees having a need to know and shall not disclose Confidential Information to any third party (whether an individual, corporation, or other entity) without prior written consent. The parties shall satisfy its obligations under this paragraph if it takes affirmative measures to ensure compliance with these confidentiality obligations by its employees, agents, consultants and others who are permitted access to or use of the Confidential Information.
This Agreement imposes no obligation upon the parties with respect to any Confidential Information (a) that was possessed before receipt; (b) is or becomes a matter of public knowledge through no fault of receiving party; (c) is rightfully received from a third party not owing a duty of confidentiality; (d) is disclosed without a duty of confidentiality to a third party by, or with the authorization of the disclosing party; or (e) is independently developed.
The parties warrant that they have the right to make the disclosures under this Agreement.
This Agreement shall not be construed as creating, conveying, transferring, granting or conferring upon either party any rights, license or authority in or to the information exchanged, except the limited right to use Confidential Information specified above. Furthermore, and specifically, no license or conveyance of any intellectual property rights is granted or implied by this Agreement.
FORCE MAJEURE: Neither party shall be liable in damages or shall be subject to termination of this Agreement by the other party, for any delay or default in performing any obligation hereunder if that delay or default is due to any cause beyond the reasonable control and without fault or negligence of that party.
SEVERABILITY: The invalidity or un-enforceability of any particular provision of this Agreement shall not affect the other provisions hereof, and this Agreement shall be construed in all respects as if such invalid or unenforceable provisions were omitted.
WAIVER OF BREACH: The waiver by either party of a breach of any provision of this Agreement shall not operate or be construed as a waiver of any subsequent breach by either party. All waivers must be in writing and signed by the party waiving its rights.
GOVERNING LAW: The terms of Agreement shall be construed in accordance with the laws of the State of California, as applied to contracts entered into by California residents within the State of California, and to be performed entirely within the State of California.
ENTIRE AGREEMENT: This Agreement constitutes the entire Agreement between the parties respecting its subject matter, and supersedes all prior agreements, proposals, negotiations, representations, and communications relating to the subject matter. There are no agreements, understandings, representations, warranties, or commitments, except as set forth herein.
MODIFICATION: This Agreement may be supplemented, amended, or modified only by the mutual agreement of the Cannabis Auctions and Seller. No supplement, amendment, or modification of this Agreement shall be binding unless it is in writing and signed by all parties.