Casa Alta, Inc. 

Website Terms of Use

Last Revised:  October 28, 2020

The website located at http://cannamls.com/, (the “Website”) is published, owned, and operated by Casa Alta, Inc., its affiliates and related entities (“Company,” “the Company,” “we,” “us,” and “our”). These Terms of Use (the “Terms”) govern your access to and use of the Website.  

These Terms include an arbitration clause.  Please read the Terms of Use carefully before you start to use the Website.  

By accessing, browsing, submitting information to and/or using the Website, or by clicking a box to accept or agree to the Terms of Use when you are creating an account on the Website (referred to throughout the Terms as “you”), you accept and agree to be bound and abide by these Terms and our Privacy Policy, incorporated herein by reference, and to comply with all applicable laws including, without limitation, all federal, state and local tax and tariff laws, regulations, and/or directives.  Accordingly, under Article 6 of the General Data Protection Regulation, or “GDPR,” users in the European Union acknowledge and consent to our processing of personal data as necessary for the performance of these Terms, any applicable agreements, and use of the Website.  If you do not agree to the Terms, please do not use the Website.

Purpose of the Website.  The Website is provided for the purpose of connecting buyers looking for cannabis license and/or real estate purchase and/or lease opportunities with sellers of such opportunities, sellers with buyers, and sometimes buyers and/or sellers with brokers who are representing such opportunities (the “Service”).  In providing the Service, the Company does not make determinations about buyer eligibility for any seller or opportunity or the accuracy or authenticity of any listings or the viability or value of any listing prices, and disclaims all liability, warranties or representation to the same.

We do not warrant the accuracy, completeness, or usefulness of this information at any particular time. Any reliance you place on such information is strictly at your own risk.  The Company disclaims all liability and responsibility arising from any reliance placed on such content by you or any other visitor to our Website, or by anyone who may be informed of any of its contents.  Any information you provide or that is collected by the Company through the Website shall be handled in accordance with the Website’s Privacy Policy, which is hereby incorporated by reference.

Use of the Website.  The Company grants you a non-exclusive license to access and use the Website and the data, material, content or information herein (collectively, the “Content”) solely for your personal use.  Your right to access and use the Website shall be limited to the purposes described in these Terms unless you are otherwise expressly authorized by the Company to use the Website for your own commercial purposes.  You agree to use the Website only for lawful purposes, comply with all rules governing any transactions on and through the Website and comply with applicable laws.

The Service.  You may create an account on the Website to use the Service or post a listing on the Website without registering as a user or creating an account.  When you, as a seller or broker, submit a new listing on the Website, there is a delay (“Delay”) period that may last up to five (5) days before buyers can review your listing.  This allows the Company to verify your project for completeness and conformity to our Listing Guidelines. Listings that do not conform to the Listing Guidelines during or after the Delay may not be approved for public access onto the Website. During the Delay, the Alta Debt Fund and Alta Real Estate Fund may review your project to determine if interest and funds are available to purchase or finance your listing.  Alta Credit Fund or Alta Real Estate Fund may, at their sole discretion, contact you, request additional information, or submit a financing offer during or after the Delay.  After the Delay, other buyers, brokers, or users, at their sole discretion, may review your listing and contact you to determine if interest and funds are available for your listing. When any user contacts a listing, the message is routed through the Website administrators first and then forwarded directly to the listing author; the Company cannot guarantee that all contacts or inquiries are forwarded, nor that they are forwarded in a timely fashion, nor that they are successfully delivered to the listing author after being forwarded.  

Relationship of Parties and Roles.  In using the Website, you acknowledge, accept and agree to the following:

Company uses its proprietary technology and capabilities to provide the Service to buyers, sellers and brokers. 

    - Some of the Company owners also own entities that manage the Alta Debt Fund and Alta Real Estate Fund, in which these funds may provide loans or purchase terms to sellers as part of the Service. 

    - Company is not a “consumer reporting agency” as that term is defined under the Fair Credit Reporting Act.  No part of the Service involves the use of consumer reports or background checks.  

    - Company makes no eligibility determinations about any seller, buyer or listing for purchase, lease or financing options provided by any user of the Website.

    - Company makes no warranties or representations that any seller, buyer or listing will be selected to purchase, lease or finance by any user of the Website.

    - Each user is solely responsible for making all eligibility determinations regarding a particular seller buyer or listing to which it provides an offer.  

    - Each user is solely responsible for its choices of buyer, seller or listing and for executing the necessary requirements to purchase, lease or otherwise engage such buyer, seller or listing.

    - Although we facilitate the connection of buyers, sellers and brokers to listings, we are not a financial institution and therefore not subject to the requirements of the Gramm Leach Bliley Act (the “GLBA”) in the operation of this Website.  Any financial institutions that use the Website and the Service will comply with all applicable laws, statutes, and regulations, including the GLBA. 

User Account Responsibility.  If you are given or create a password to access the Website, you are responsible for maintaining the confidentiality of your account and your password.  You are responsible for all activities that occur under your account and you agree to notify the Company immediately of any suspected unauthorized use of your account.  The Company is not responsible for any loss that you may incur as a result of any unauthorized person using your account or your password.

Prohibited Uses.  You agree that you will not:

    - Use the Website in any manner that could damage, disable, overburden, or impair the Website or interfere with any other party’s use and enjoyment of it;

    - Attempt to gain unauthorized access to any Website account, computer systems or networks associated with the Company or the Website;

    - Obtain or attempt to obtain any materials or information through the Website by any means not intentionally made available or provided by the Company;

    - Use any robot, spider, or other automatic device, process or means to access the Website for any purpose, including monitoring or copying any of the material on the Website;

    - Introduce any viruses, Trojan horses, worms, logic bombs, or other material which is malicious or technologically harmful;

    - Attack the Website via a denial-of-service attack or a distributed denial-of-service attack; or

    - Impersonate or attempt to impersonate the Company, a Company employee, another user or any other person or entity (including, without limitation, by using email addresses associated with any of the foregoing).

Notice and Consent to Receipt of Text (SMS) Messaging and Phone Calls.  You may have the opportunity to receive SMS or "text" messages, pre-recorded voice messages or auto-dialed phone calls, or regular phone calls from the Company, its affiliates and related entities as well as third parties.  Such messaging may be used to authenticate your identity or mobile device, as well as provide you informational updates about the Service or products.  In providing your mobile device number or cell phone number to the Company, you knowingly consent to such communications from the Company or for the Company to use your cell phone number or mobile device number in accordance with the Company’s Privacy Policy.  In providing your number and accepting these Terms, you represent that you have the authority to agree to receive text messages at the telephone number that you provide to the Company, or from which you sent the text message request to us.  You further acknowledge that no purchase is required to opt into this messaging service, and you may opt out at any time by following instructions from the Company and as described in the Privacy Policy.

Not all mobile devices or handsets may be supported by this messaging service.  The Company and any mobile carriers are not liable for delayed or undelivered messages.  Message and data rates may apply to any text messages.  Message frequency depends on the nature of your request.  You hereby agree to be responsible for all costs, charges and fees you incur from your mobile service or device provider as a result of choosing to receive such messages from the Company.

Third-party Sites.  The Website may contain links to websites controlled or operated by persons and companies other than the Company (“Linked Sites”).  Linked Sites are not under the control of the Company, and the Company is not responsible for the contents of any Linked Site, including without limitation any link contained on a Linked Site, or any changes or updates to a Linked Site.  The Company is not responsible if the Linked Site is not working correctly or for any viruses, malware, or other harms resulting from your use of a Linked Site.  The inclusion of any link does not imply endorsement by the Company of the site or any association with its operators.  You are responsible for viewing and abiding by the privacy policies and terms of use posted on the Linked Sites.  You are solely responsible for any dealings with third parties who support the Company or are identified in the Website, including any delivery of and payment for goods and services.

Third-party Applications.  You acknowledge that your access and use of any third-party applications or software on our Website and Content (the “Third-Party Applications”) is at your discretion and risk, and the Company has no liability to you arising from your use of the Third-Party Applications.  The Company hereby disclaims any representation, warranty, or guaranty regarding the Third-Party Applications, whether expressed, implied or statutory, including, without limitation, the implied warranties of merchantability or fitness for a particular purpose, and any representation, warranty, or guaranty regarding the availability, quality, reliability, features, appropriateness, accuracy, completeness, or legality of the Third-Party Applications, and you agree to indemnify and hold the Company harmless for any direct, indirect, punitive, incidental, special, or consequential damages, or any damages whatsoever including, without limitation, damages for loss of use, arising out of or in any way connected with the use or performance of the Third-Party Applications.

Intellectual Property Notices.  The Website and Content are protected by copyrights, trademarks, or are subject to other proprietary rights.  Accordingly, you are not permitted to use the Website or Content in any manner, except as expressly permitted by the Company in these Terms.  The Website or Content may not be copied, reproduced, modified, published, uploaded, posted, transmitted, performed, or distributed in any way, and you agree not to modify, rent, lease, loan, sell, distribute, transmit, broadcast, or create derivatives without the express written consent of the Company or the applicable owner. 

Your Content.  Any Content you create or own or to which you have a license and use on the Website is Your Content.  In sharing Your Content on the Website, you warrant and represent you have the legal right to use Your Content and grant the Company an irrevocable, royalty-free, fully paid up, worldwide, non-exclusive license to use Your Content in providing any Service as described in these Terms and in any posted policies on the Website.  The Company may edit or fix any errors found in Your Content that you share on the Website, such as fixing an obvious mistake like listing the incorrect state of location of a listing.  The Website may also provide you with features like photo thumbnails, previews, easy sorting, editing, sharing, creating templates, and searching.  These and other features may require our Company systems to access, store, and scan Your Content.  You may also be able to share Your Content with others, so please think carefully about what you share.  

You acknowledge and agree that you are solely responsible for complying with the applicable restrictions on use of all Content, copyrighted materials and trademarks that you see, hear, and use on the Website.  You understand that any unauthorized use of such intellectual property would result in irreparable injury for which money damages would be inadequate.  You further acknowledge that, in the event of any such unauthorized use, the Company or the applicable intellectual property owner will have the right, in addition to other remedies available at law and in equity, to immediate injunctive relief to prevent any such unauthorized use.  

Questions regarding the use of any intellectual property provided on the Website should be directed to Admin@CannaMLS.com.

Digital Millennium Copyright Act Compliance.  

Notification.  We take claims of copyright infringement seriously.  We will respond to notices of alleged copyright infringement that comply with applicable law.  If you believe any materials accessible on or from the Website or Service infringes your copyright, you may request removal of those materials (or access to them) from the Website by submitting written notification to our copyright agent (designated below).  In accordance with the Online Copyright Infringement Liability Limitation Act of the Digital Millennium Copyright Act (17 U.S.C. § 512) ("DMCA"), the written notice (the "DMCA Notice") must include substantially the following:

     (i) a physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed; 

    (ii) identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works on the Service are covered by a single notification, a representative list of such works from the Service; 

    (iii) identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit Company to locate the material; 

    (iv) information reasonably sufficient to permit the Company to contact the complaining party, such as an address, telephone number, and, if available, an electronic mail address at which the complaining party may be contacted; 

    (v) a statement that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; 

    (vi) a statement that the information in the notification is accurate; and 

    (vii) under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.  If you fail to comply with all of the requirements of Section 512(c)(3) of the DMCA, your DMCA Notice may not be effective.  Upon removing any allegedly infringing material, the Company will notify the alleged infringer of such takedown.

Please note that under Section 512(f) of the DMCA, any person who knowingly materially misrepresents that material or activity is infringing may be subject to liability.

Counter Notification.  If you elect to send our copyright agent a counter notice, to be effective it must be a written communication that includes the following (please consult your legal counsel or See 17 U.S.C. Section 512(g)(3) to confirm these requirements): 

    (i) a physical or electronic signature; 

    (ii) identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access to it was disabled; 

    (iii) a statement under penalty of perjury that the subscriber has a good faith belief that the material was removed or disabled as a result of mistake or misidentification of the material to be removed or disabled; 

    (iv) adequate information by which we can contact you, including your name, address, and telephone number; and 

    (v) a statement that the subscriber consents to the jurisdiction of a federal district court for the judicial district in which the address is located, or if the subscriber's address is outside of the United States, for any judicial district in which the Company may be found, and that the subscriber will accept service of process from the person who provided notification under subsection (c)(1)(C) or an agent of such person.

The DMCA allows us to restore the removed content if the party filing the original DMCA Notice does not file a court action against you within ten (10) business days of receiving the copy of your counter notice.  Please note that under Section 512(f) of the DMCA, any person who knowingly materially misrepresents that material or activity was removed or disabled by mistake or misidentification may be subject to liability. 

For questions or concerns regarding claimed infringement, please contact admin@cannamls.com.

 A summary of the DMCA can be obtained from the U.S. Copyright Office.

Disclaimer.  ALL INFORMATION OR SERVICES PROVIDED BY THE COMPANY TO YOU VIA THE WEBSITE, INCLUDING, WITHOUT LIMITATION, ALL CONTENT, ARE PROVIDED “AS IS” AND “WHERE IS” AND WITHOUT ANY WARRANTIES OF ANY KIND.  THE COMPANY AND ANY THIRD-PARTY LICENSORS WITH CONTENT ON THE WEBSITE EXPRESSLY DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.  NOTWITHSTANDING ANY PROVISION CONTAINED HEREIN TO THE CONTRARY, THE COMPANY AND ITS THIRD-PARTY LICENSORS MAKE NO REPRESENTATION, WARRANTY OR COVENANT CONCERNING THE ACCURACY, QUALITY, SUITABILITY, COMPLETENESS, SEQUENCE, TIMELINESS, SECURITY OR AVAILABILITY OF THE WEBSITE OR ANY CONTENT POSTED ON OR OTHERWISE ACCESSIBLE VIA THE WEBSITE.  YOU SPECIFICALLY ACKNOWLEDGE THAT THE COMPANY AND ITS THIRD-PARTY LICENSORS ARE NOT LIABLE FOR THE DEFAMATORY, OBSCENE OR UNLAWFUL CONDUCT OF OTHER THIRD PARTIES OR USERS OF THE WEBSITE AND THAT THE RISK OF INJURY FROM THE FOREGOING RESTS ENTIRELY WITH YOU.  NEITHER THE COMPANY NOR ANY OF ITS THIRD-PARTY LICENSORS REPRESENT, WARRANT OR COVENANT THAT THE WEBSITE WILL BE SECURE, UNINTERRUPTED OR ERROR-FREE.  THE COMPANY FURTHER MAKES NO WARRANTY THAT THE WEBSITE WILL BE FREE OF VIRUSES, WORMS OR TROJAN HORSES OR THAT IT WILL FUNCTION OR OPERATE IN CONJUNCTION WITH ANY OTHER PRODUCT OR SOFTWARE.  YOU EXPRESSLY AGREE THAT USE OF THE WEBSITE IS AT YOUR SOLE RISK AND THAT THE COMPANY, ITS AFFILIATES AND THEIR THIRD-PARTY LICENSORS SHALL NOT BE RESPONSIBLE FOR ANY TERMINATION, INTERRUPTION OF SERVICES, DELAYS, ERRORS, FAILURES OF PERFORMANCE, DEFECTS, LINE FAILURES, OR OMISSIONS ASSOCIATED WITH THE WEBSITE OR YOUR USE THEREOF.  YOUR SOLE REMEDY AGAINST THE COMPANY FOR DISSATISFACTION WITH THE WEBSITE OR THE CONTENT IS TO CEASE YOUR USE OF THE WEBSITE AND/OR THE CONTENT.  SOME JURISDICTIONS DO NOT PERMIT THE EXCLUSION OR LIMITATION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU.  YOU MAY HAVE OTHER RIGHTS, WHICH VARY BY JURISDICTION.  WHEN THE IMPLIED WARRANTIES ARE NOT ALLOWED TO BE EXCLUDED IN THEIR ENTIRETY, YOU AGREE THAT THEY WILL BE LIMITED TO THE GREATEST EXTENT AND SHORTEST DURATION PERMITTED BY LAW.

COMPANY IS NOT A CONSUMER REPORTING AGENCY, DOES NOT COMPILE CONSUMER REPORTS, DOES NOT MAKE ELLIGIBILITY DETERMIANTIONS FOR ANY BORROWERS AND IS NOT SUBJECT TO THE FAIR CREDIT REPORTING ACT IN PROVIDING THE SERVCE.

Limitation of Liability. UNDER NO CIRCUMSTANCES SHALL THE COMPANY OR ANY OF ITS THIRD-PARTY LICENSORS BE LIABLE TO YOU OR TO ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, SPECIAL OR EXEMPLARY DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF PROFITS, LOSS OF USE, LOSS OF DATA, LOSS OF INFORMATION OR PROGRAMS ON YOUR DATA HANDLING SYSTEM, TRANSACTION LOSSES, OPPORTUNITY COSTS, INTERRUPTION OF BUSINESS OR COSTS OF PROCURING SUBSTITUTE GOODS) RESULTING FROM, ARISING OUT OF OR IN ANY WAY RELATING TO THE WEBSITE, OR THE DATA, CONTENT OR INFORMATION ACCESSED VIA THE WEBSITE OR ANY HYPERLINKED WEBSITE, OR ANY DISRUPTION OR DELAY IN THE PERFORMANCE OF THE WEBSITE, REGARDLESS OF THE FORM OF THE CLAIM OR ACTION, WHETHER BASED ON CONTRACT, TORT, STRICT LIABILITY, STATUTE OR OTHERWISE, AND REGARDLESS OF WHETHER OR NOT SUCH DAMAGES WERE FORESEEN, UNFORESEEN OR FORESEEABLE, EVEN IF THE COMPANY OR ITS THIRD-PARTY LICENSORS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. BY ACCESSING THE WEBSITE SUBJECT TO THESE TERMS OF USE, YOU UNDERSTAND THAT YOU ARE WAIVING RIGHTS WITH RESPECT TO CLAIMS THAT ARE AT THIS TIME UNKNOWN OR UNSUSPECTED, AND IN ACCORDANCE WITH SUCH WAIVER, YOU ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTOOD, AND HEREBY EXPRESSLY WAIVE, THE BENEFITS OF SECTION 1542 OF THE CIVIL CODE OF CALIFORNIA AND ANY SIMILAR LAW OF ANY STATE, COUNTRY OR TERRITORY, WHICH PROVIDES AS FOLLOWS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST MATERIALLY AFFECT HIS OR HER SETTLEMENT WITH THE DEBTOR.”

Indemnity. You agree to defend, indemnify and hold harmless the Company and its affiliates, licensors and service providers from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses or fees (including reasonable attorneys' fees) arising out of or relating to your violation of these Terms or your use of the Website, including, but not limited to, any use of the Website Content, Service, or products other than as expressly authorized in these Terms or your use of any information obtained from the Website.

Termination and Restriction of Access. In its sole discretion, the Company may terminate or suspend your access to the Website for breach of these Terms.  Upon such termination, the Company may retain your personal information and Your Content as required to maintain the Service or comply with applicable law or other policies.  The Company shall not be liable for any losses or damages arising from any such termination of service.  

Arbitration.  At its sole discretion, the Company may require you to submit any disputes arising from use of the Website, or breach of these Terms, including disputes arising from or concerning their interpretation, violation, invalidity, non-performance, or termination, to final and binding arbitration under the Rules of Arbitration of the American Arbitration Association applying Delaware law.  By using the Website, you hereby consent to submission of any dispute to be final and binding arbitration.

Limitation on Time to File Claims.  Any cause of action or claim you may have arising out of or relating to these Terms or the Website must be commenced within one (1) year after the cause of action accrues, otherwise, such cause of action or claim is permanently barred. 

Governing Law & Jurisdiction.  These Terms are governed by the laws of the State of Delaware, U.S.A.  You hereby irrevocably consent to the exclusive jurisdiction and venue of the courts in Dover, Delaware, U.S.A. in all disputes arising out of or relating to the use of the Website.

Changes to these Terms of Use. The Company may update or change these Terms from time to time in order to reflect changes in any offered services, changes in the law, or for other reasons as deemed necessary by the Company.  The effective date of any Terms will be reflected in the “Last Revised” entry at the top of these Terms.  Your continued use of the Website after any such change is communicated shall constitute your consent to such change(s).

General. You agree that no joint venture, partnership, employment, or agency relationship exists between you and the Company as a result of these Terms or use of the Website.  You may not assign these Terms without the prior written consent of the Company in all instances.  The Company may assign these Terms, in whole or in part, at any time.  The Company’s performance of these Terms is subject to existing laws and legal process, and nothing contained in these Terms is in derogation of the Company’s right to comply with governmental, court, and law enforcement requests or requirements relating to your use of the Website or information provided to or gathered by the Company with respect to such use.  

If any part of these Terms is determined to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty disclaimers and liability limitations set forth above, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision, and the remainder of these Terms shall continue in effect.  

These Terms, including the Privacy Policy and all other documents expressly incorporated herein by reference, constitute the entire agreement between you and the Company with respect to the Website, and supersede all prior or contemporaneous communications and proposals, whether electronic, oral, or written, between you and the Company.  A printed version of these Terms and of any notices given in electronic form shall be admissible in judicial or 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.  

Company Contact Information.  Questions can be directed to the Company at:

Jesse Zesbaugh, Chief Information Officer

Jesse@CannaMLS.com

+1 (206) 478-3205

 


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