Cannabis Industrial Marketplace

Contract Terms of Service

Please read these terms of service (“terms”, “terms of service”) carefully before using CannabisIMP.com (“Service”, “Site”) operated by CIMP, LLC (“Us”, “Our”, “We”, “CIMP”)

Corporations, Persons, or Organizations contracted by Us operating to fulfill agreed-upon services in this agreement (“Partners”)

The Corporation, Person, or Organization operating as a single Entity entering into an agreement with Us  (“Client”, “You”, “Your”, “Visitor”)

The written Agreement executed by CIMP, LLC on behalf of the signed Client (“Contract”, “Agreement”, “Service”)

Payment Terms:

Full payment, including any applicable tax, is due in advance or at the show site. All payments must be in U.S. funds and all checks must be drawn on a U.S. bank.. Orders received without advance payment or after the deadline date may incur additional after-deadline charges. All materials and equipment provided to You are on a rental basis for the duration of the show or event and remain the property of Us and Our Partners, except where specifically identified as a sale. All rentals include delivery, installation, and removal from EXHIBITOR’S booth. If any order items or services have already been provided at the time of cancellation, fees will remain at 100% of the original charge.

If the event is canceled because of reasons beyond Our control, You remain responsible for all charges for services and equipment provided up to and including the date of cancellation. We will not issue refunds to You of any payments made before the date of cancellation; fees incurred before the date of cancelation cannot be awarded by litigation or arbitration; You agree to waive your right to refund any fees incurred before and including the day of cancellation. 

It is Your responsibility to advise Us in writing of problems with any orders, and to check Your invoice for accuracy prior to the close of the event. If You are exempt from payment of sales tax, We require an exemption certificate for the State in which the services are to be used. Resale certificates are not valid unless You are rebilling these charges to its customers. 

For International Clients, We require 100% prepayment of orders, and any order or services placed at the show site must be paid at the show. For all others, should there be any pre-approved, unpaid balance after the close of the show; terms will be net, due and payable in Clio, Michigan upon receipt of invoice.

Effective 30 days after invoice date, any unpaid balance will bear a finance charge at the lesser of the maximum rate allowed by applicable law, or 1.5% per month, which is an annual percentage rate of 18%, and future orders will be on a prepaid basis only. If any finance charge hereunder exceeds the maximum rate allowed by applicable law, the finance charge shall automatically be reduced to the maximum rate allowed, and any excess finance charge received by Us shall be either applied to reduce the principal, unpaid balance or refunded to the payer at Our discretion. If We return excess payment on a finance charge and return the funds to the payer, You are still responsible for all further and greater incurring charges and fees that may have been lesser or reduced if We applied the payment to the principal, unpaid balance.

If past due invoices or invoice balances are placed with a collection agency or attorney for collection or suit, You agree to pay all legal and collection costs. These payment terms and conditions shall be governed by and construed in accordance with the laws of the state of Michigan. In the event of any dispute between You and Us relative to any loss, damage, or claim, You shall not be entitled to and shall not withhold payment, or any partial payment, due to Us for Our services, as an offset against the amount of any alleged loss or damage. Any claims against Us shall be considered a separate transaction, and shall be resolved on its own merits.

We reserve the right to charge You for the difference between the estimate of charges and the actual charges incurred for material handling, labor time & materials, utility services or equipment usage, or for any charges that We may be obligated to pay on behalf of You, including without limitation, any shipping charges, cleaning charges, disposal charges, incurred fees, etc. 

If You provide a credit card for payment and charges are rejected by Your credit card company for any reason, We hereby provide notice that We reserve the right, and You authorize Us, to continue to attempt to secure payment through that credit card, and any other on file, for as long as unpaid balances remain on Your account. Unpaid balances include, but are not limited to, the contract balance, additional fees incurred on top of the contracted price, late fees, labor costs, etc. In the event that a third party orders on behalf of You and the named third party does not discharge payment of the invoice prior to the last day of the show, charges will revert back to You. All invoices are due and payable upon receipt by either party. You agree these Payment terms supersede any prior or post-made agreements naming the responsible party for payment. You agree all parties shall be jointly and severally liable for all incurred payment.

Refund Policy:

The Client waives all right to a refund of any and all agreed-upon monies regardless of their status (ex: settled, pending, authorized, yet-to-be paid). All monies collected or charged as a result of services rendered, in part or in full, to the Client are irrevocable and non-refundable. All payments, current or future, are only subject to credit where explicitly written in this agreement. The Client agrees to make all payments and waives all right to retract or withhold payment at any time. Payment(s) deemed creditable by Us, an Arbitrator, or Court will stay in Our possession (Strategic Market Solutions, LLC./CIMP, LLC.) and will act as a retainer for payment of future agreed-upon services.

Cancellation:

You understand Contracts can only be terminated within 5 days (defined as no more than 120 hours, 0 minutes, and 0 seconds) of signing by providing written notification of cancellation to CIMP, LLC. Thereafter Contracts cannot be cancelled. If there is a Contract Minimum Term, the contract cannot be cancelled until the Contract Minimum Term has been exhausted. If there are multiple Contract Minimum Terms, the longer of the minimum terms shall apply.

All Service payments must be current to cancel a Contract, including but not limited to hourly Service charges, period-based Service charges (ex: monthly, quarterly, bi-annually, annually, etc.). Upon receipt of notification, We will cease all hourly work, with the exception of written requests to make end-of-life changes regarding the Service. Period-based charges will continue until payment is made in full of the current Contract balance.

For Physical Notices: Notification is rendered starting on the date We actually receive delivery of the Notice at the Clio, MI address.

For Digital Notices: Notification is rendered starting on the date We actually receive delivery of the digital Notice to Our mailbox as logged by Our email provider in the email header. Digital Notification may only be provided via email.

Communications:

You agree that all notices, disclosures, agreements, and other communications We provide to Youelectronically meet the legal requirements that such communications be in writing.

Contractual Adjustment:

Contractual adjustments will not be considered, or adjustments made (adjustments are not guaranteed, nor obligatory by Us), unless filed in writing, by You, prior to the start of the event; the start time is the earliest time posted on CannabisIMP.com’s or CIMPLLC.com’s relevant event page. All time zones are assumed to be in Eastern time unless explicitly written next to the specific instance of written time. 

Jurisdiction:

Any dispute related in any way to Our Services shall be arbitrated as defined in Dispute Resolution. Any dispute brought forth under arbitration claim jurisdiction, and any other dispute not within the jurisdiction of arbitration, shall be litigated by, and filed in, a Genesee County Michigan court (Michigan’s 67th District Courts). If Michigan’s District courts are not within competent jurisdiction, the arbitration shall be conducted by, and filed in, a Michigan State court in Flint Michigan (Michigan’s 7th Circuit Courts). You consent to exclusive jurisdiction and venue of such courts.

Indemnification:

  1. You agree to indemnify and forever hold Us harmless from and against any and all demands, claims, causes of action, fines, penalties, damages (including consequential), liabilities, judgments, and expenses (including but not limited to reasonable attorneys’ fees and investigation costs) arising out or contributed to by Your negligence, error, forgetfulness, willful misconduct, or deliberate act, or the negligence, willful misconduct, bodily harm injury or deliberate act of Your employees, agents, representatives, customers, invitees and/or any Exhibitor-Appointed Contractors (EAC), and all other liabilities, at the event to which this Contract relates, including but not limited to Your violation of Federal, State, County or Local ordinance and/or Your violation of Show Regulations and/or Rules as published and set forth by Facility and/or Show Management.
  2. We shall have no liability or responsibility for content received or distributed by You or Your EACs through the Service, and You shall indemnify, defend, and hold Us and Our directors, officers, employees, agents, subsidiaries, affiliates, successors, and assigns harmless from any and all claims, damages, and expenses whatsoever (including reasonable attorneys’ fees) arising from such content attributable to You or Your Contractors.
  3. If anyone brings a claim, cause of action, or dispute against Us related to Your services, actions, content or information on Our websites or at Our event(s) or Your information distributed through Our Services, You agree to indemnify and hold Us harmless from and against all damages, losses, and expenses of any kind (including reasonable legal fees and costs) related to any such claim, cause of action, or dispute.
  4. You shall not accept any claim settlement that (i) imposes an obligation on Us; (ii) requires Us to make an admission; or (iii) imposes liability not covered by these indemnifications or places restrictions on Us without Our prior written consent. We are not required to give Our consent to any such settlement or request.

Dispute Resolution:

  1. If You reside in the US or your business is located in the US: You and We agree to arbitrate any claim, cause of action, or dispute between You and Us that arises out of, or relates to, any access or use of Our services (“commercial claim”). This provision does not cover any commercial claims relating to violations of Your or Our intellectual property rights, including, but not limited to, violations of Your or Our confidential information or trade secrets, or efforts to interfere with Our Products or engage with Our Products in unauthorized ways (for example, automated ways).
  2. We and You agree that, by entering into this arbitration provision all parties are waiving their respective rights to a trial by jury or to participate in a class or representative action. THE PARTIES AGREE THAT EACH MAY BRING COMMERCIAL CLAIMS AGAINST THE OTHER ONLY IN ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, REPRESENTATIVE, OR PRIVATE ATTORNEY GENERAL PROCEEDING. You may bring a commercial claim only on your own behalf and cannot seek relief that would affect other parties. If there is a final judicial determination that any particular commercial claim (or a request for particular relief) cannot be arbitrated in accordance with this paragraph’s limitations, then only that commercial claim (or only that request for relief) may be brought in court. All other commercial claims (or requests for relief) remain subject to this paragraph.
  3. The Federal Arbitration Act governs the interpretation and enforcement of this arbitration provision. All issues are for an arbitrator to decide, except that only a court may decide issues relating to the scope or enforceability of this arbitration provision or the interpretation of the prohibition of class and representative actions.If any party intends to seek arbitration of a dispute, that party must provide the other party with notice in writing. This notice of dispute to Us must be sent to the following address:

CIMP, LLC.

2113 W Vienna Rd.

Clio, MI 48420

  1. The arbitration will be governed by the AAA’s Commercial Arbitration Rules (“AAA Rules”), as modified by these Commercial Terms, and will be administered by the AAA. If the AAA is unavailable, the parties will agree to another arbitration provider or the court will appoint a substitute. The arbitrator will not be bound by rulings in other arbitrations in which You are not a party. To the fullest extent permitted by applicable law, any evidentiary submissions made in arbitration will be maintained as confidential in the absence of good cause for its disclosure. The arbitrator’s award will be maintained as confidential only to the extent necessary to protect either party’s trade secrets or proprietary business information or to comply with a legal requirement mandating confidentiality. You will be responsible for paying any AAA filing, administrative and arbitrator fees in accordance with AAA Rule. You will also pay for Our administrative and arbitrator fees if your commercial claim for damages is frivolous (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)).
  2. If any provision of this dispute resolution provision is found unenforceable, that provision will be severed and the balance of the dispute resolution provision will remain in full force and effect.
  3. All commercial claims between us, whether subject to arbitration or not, will be governed by Michigan law, excluding Michigan’s conflict of laws rules, except to the extent that Michigan law is contrary to or preempted by federal law.
  4. If a commercial claim between You and Us is not subject to arbitration, You Agree that the claim must be resolved exclusively in the jurisdiction governed by the “Contractual Jurisdiction” clause within this agreement.
  5. You agree to pay for all fees incurred from litigation or arbitration if the claim is found in Our favor, including, but not limited to, court fees, legal fees, arbitrator fees, etc. You agree to this regardless of the setting: litigation, arbitration, or mediation (including self-mediation).
  6. This Arbitration Provision shall be broadly interpreted. “Dispute” means any claim or controversy related to Us or Our relationship, including but not limited to any and all: (1) claims for relief and theories of liability, whether based in contract, tort, fraud, negligence, statute, regulation, ordinance, or otherwise; (2) claims that arose before this or any prior Agreement; (3) claims that arise after the expiration or termination of this Agreement
  7. You, the Client, agree to all the terms of the Dispute Resolution clause.

Limitation on Liability:

In no event shall We be liable to You or to any other party for special, collateral, exemplary, indirect, incidental, or consequential damages, whether such damages occur either prior or subsequent to, or are alleged as a result of, tortious conduct, failure of the equipment or services of Us or breach of any of the provisions of this contract, regardless of the form of action, whether in contract or in tort, including strict liability and negligence, even if We have been advised or have notice of the possibility of such damages. such excluded damages include but are not limited to lost profits, loss of use, and interruption of business or other consequential or indirect economic losses.

You hereby acknowledge that the preceding limitation on liability will apply to all content, merchandise and services available through the Site or other channels. Because some jurisdictions do not allow the exclusion or limitation of liability for consequential or incidental damages, in such jurisdictions liability is limited to the fullest extent permitted by law. Regardless of the previous paragraphs, if We are found to be liable, Our liability to Youor to any third party is limited to the greater of (a) the amount in dispute not to exceed the total amount which You Paid to Us in the twelve (12) months prior to the action giving rise to the liability or (b) USD $100.

Forum Selection Clause and Contractual Jurisdiction:

This Contract is governed by the laws of Michigan, the state of incorporation for CIMP, LLC. Any claim by either party is to be in accordance with Michigan law, having all non-arbitrable claims filed in a Genesee County Michigan court (Michigan’s 67th District courts). If Michigan’s District courts are not within competent jurisdiction, the arbitration shall be conducted by, and filed in, a Michigan State court in Flint Michigan (Michigan’s 7th Circuit courts). You consent to exclusive jurisdiction and venue of such courts.

Electrical Failure Indemnification:

We are not responsible for any damage or loss caused by the loss of power and You agree to hold Us, Our officers, managers, members, employees, agents, successors, subsidiaries, distributors, affiliates and Partners harmless from such power loss. In no event shall freeman be liable for any indirect or consequential damages (including without limitation lost profits) even if advised of the possibility of such damages, whether under theory of contract, tort (including negligence), products liability or otherwise. You shall indemnify and hold harmless Us, Our officers, directors, employees, and agents from and against any and all claims, liabilities, damages, fines, penalties or costs of whatsoever nature (including reasonable attorneys’ fees) arising out of, or in any way connected with, Your actions or omissions under this Contract.

Booth Abandonment:

Excessive booth materials and/or literature left in the booth at the end of published exhibitor move-out that is not labeled for outbound shipment will be considered abandoned and deemed as trash. The exhibitor will be charged for the removal and disposal of these items. Charges may include Installation & Dismantle Labor, Forklift / Rigging Labor, and/or Dumpster Fee. 

Maximum Recovery:

If found liable for any loss, Our sole and exclusive maximum liability for loss or damage to Your materials and Your sole and exclusive remedy is limited to $.50 (USD) per pound per article with a maximum liability of $100.00 (USD) per item, or $1,500.00 (USD) per shipment whichever is a less. For unmarked, unlabeled and improperly packaged television monitors, the maximum liability is the lesser of $3.00 (USD) per pound or the actual invoice price. All shipment weights are subject to correction and final charges determined by the actual or re-weighed weight of the shipment.

If found liable for any loss, Our sole and exclusive maximum liability for loss or damage to You, Your brand, Your character, Your intellectual property, Your digital property, and all other property, character, reputation, and likeness not otherwise named shall be $100.00 (USD) per litigated or arbitrated claim.

Declarations of Declared Value are between You and Us are in no way an extension of Our maximum liability stated herein. We will use commercially reasonable efforts to transmit the Declared Value to the Ourselves and Partners. However, We will not be liable for any claim arising from the transmittal of, or failure to transmit, declared value instructions to the carrier nor for failure of any to uphold the declared value or any other term of carriage, transport, or execution.

Claims for Loss:

You agree any and all claims for loss or damage taking place at the event must be submitted to Us immediately at the event, and in any case not later than thirty (30) days after the event’s close date. The close date is the earliest date and time posted on CannabisIMP.com’s or CIMPLLC.com’s relevant event page. All time zones are assumed to be in Eastern time unless explicitly written next to the specific instance of written time. All claims reported after thirty (30) days will be rejected. In no event shall a suit or action be brought against Us more than thirty (30) days after the date of loss or damage occurred.

Lien:

You grant Us a security interest in, and a lien on, all of Your materials that is from time to time in the possession of Us or Our Partners, and all the proceeds thereof, including without limitation insurance proceeds (the “Collateral”), to secure the prompt and full payment and performance of all Your indebtedness for monies paid, by Us on Our behalf, services performed, materials and/or labor from time to time provided by Us to or for the benefit of You (“Obligations”). We shall have all the rights and remedies of a secured party under the Uniform Commercial Code, as may be amended from time to time (“UCC”), and any notice that We are required to give under the UCC of a time and place of a public sale or the time after which any private sale or other intended disposition of any Collateral is to be made shall be deemed to constitute reasonable notice if such notice is mailed by registered mail, certified mail, or email to any email address We have knowledge of with reasonable belief that it belongs to You, at least five (5) days prior to such action. We may hold and not deliver any of the Collateral to You for so long as there are any Obligations that remain unpaid or unsatisfied.

Exposition and Insurance Specific Terms:

  1. Client will secure all required licenses and permits and to collect and report all taxes as required by government agencies.
  2. Client will secure and hold liability insurance for each exposition and will provide a certificate of insurance if requested.
  3. CIMP, LLC reserves the right to approve or limit any content displayed in reserved booth spaces, printed on banners, and within all reserved exhibition grounds and property.
  4. The Client must abide by the published schedule, move in and move-out times. Expo booths must be manned during all event hours or We may move or cancel the Client’s booth without notice or refund. 
  5. Clients’ remaining past the move-out time, will incur a fee of $200 per hour + labor costs to clear the booth area.
  6. Management assumes no responsibility and liability for any merchandise or exhibit left in the exhibit hall.
  7. No THC or Marijuana is allowed on the expo premises. If any Client, or Client-related party is found breaking this ban, the exhibit may be removed and authorities contacted.
  8. We reserve the right to approve all information displayed by Sponsors/Exhibitors at CIMP, LLC events. Any and all disapproved information is to be removed immediately. You consent to allowing Us to remove any disapproved information or property, and to hold Us harmless in the event of any potential or actual disputes and claims of any nature arising out of said removal.
  9. You agree to allow use of the CannabisImp.com logos for advertising.  Sponsors and exhibitors agree not to act in any manner that would conflict with or compromise CIMP, LLC’s intellectual property rights, value, deliverable value to other exhibitors, or market perception.
  10. It is understood that any projection/quotation on attendance is based on previous shows or similar shows from other venues and is not a guarantee on attendance or Exhibitor’s performance.
  11. No subletting of booth space is permitted without Management ‘s consent otherwise Exhibitor’s right to exhibit will be forfeited without refund.
  12. We have the right to rent space to firms, companies, individuals and organizations engaged in similar or competitive business to You.
  13. We reserve the right to refuse business to anyone or organization.

Production & Client Interaction:

We agree to provide resources to fulfill the services outlined in the Contract and You agree to assign a knowledgeable company contact to be available for the outlined interactions, as well as providing necessary company information to complete the Service Contract. Should You fail to provide the information required within 30 days of a written request from Us, We will have the option to launch and invoice the contracted services.

Data Content & Ownership:

Domains, online profiles, banners, marketing media, and all published data (on-line & off-line) will remain the intellectual property of CIMP, LLC and may reference and/or be linked to and published by CIMP, LLC. for display in any and all of its expositions, owned online properties, and online partnership properties. Upon expiration of the Contract, the client may request the removal of any or all content on CIMP, LLC properties; We reserve the right to deny this request and You agree to abide by Our sold decision and hold Us harmless from any claim, potential or actually, arising out of this decision. CIMP, LLC reserves the right to approve or limit any content displayed online or at Our events in, or on, reserved event grounds.

Content may not be scraped, reused or published anywhere without the express, written permission of CIMP, LLC, or where prohibited by law, the current legal Copyright, Trademark, or content owners. The Data Content & Ownership clause is subject to all CIMP, LLC properties and information, including information hosted on other hardware except by contractual, binding agreement.

CannabisImp.com Ad & Listing Service:

We will publish all contracted listings, ads, and data for use online per the CannabisIMP.com privacy policy (listed at www.cannabisimp.com/privacy-policy).

We reserve the to reject the provided or requested information and graphics You want listed on Our web properties.

CannabisImp.com Ad & Listing Renewal:

CIMP, LLC hereby grants the Client an ongoing option to renew all or specific contracted ads and listing positions at the same cost (plus any incurred fee for additional value of the ad space) if exercised 90 days prior to Contract expiration. The Client must provide written notice of their intent to renew to CIMP, LLC 90 days prior to contract expiration, and have executed and signed the renewal contract within 60 days of the current contract’s expiration.

Additional Value to the Ad Space is defined as any corporate wide increase on digital ad spaces of the same (or similar) kind. 

Ex: If all advertising spaces of the same (or similar) kind are valued as $100 or 25% more valuable per month than the previous contract, the renewal cost will increase $100 or 25% more per month.

Force Majeure Clause:

Our performance under this Agreement is subject to acts of God (such as, but not limited to, fires; explosions; earthquakes; drought; tidal waves, and floods; wide-spread disease), war, government regulation, terrorism, disaster, civil disorder (such as, but not limited to, riot, commotion, strikes), curtailment of transportation facilities, electrical outages, data-transfer curtailment or any other aggressively constricting situation beyond Our control, making performance inadvisable, commercially impracticable, illegal, or impossible under this Agreement. We may also invoke force majeure when the Client implicitly or explicitly refuses communication resulting in Our underperformance or failure to meet minimum guarantees specified in the Agreement. We may cancel this Agreement for any one or more of such reasons upon written notice to the Client. We may instead postpone the required date(s) to render Our Services and the Agreement at Our discretion. We reserve the right to invoke the force majeure clause at any time and will provide written notice to You, the Client.

Our invocation of the Force Majeure Clause will be only after We have made good-faith efforts or commercially reasonable efforts to execute the Agreement. 

The Client waives any right to retract any and all pending or settled payment(s) and monies to Us. All monies, deposits, and retainers held by Us for the good-faith execution of Services not-yet rendered by Us may be subject to a maximum refund of 25% of the value of the deposit, retainer, or monies held for good-faith execution of Our Services, at Our sole discretion; this refund may only be awarded through arbitration or Our written consent. Upon such a refund, We are only responsible to render Our Services for 75% of the current Agreement if the event has been postponed. The client has no right to a refund in the event of a force majeure invocation, only the right to request a refund from Us via written request. Refunds will not be considered without a written request from the Client.

In the event of a postponed event due to a force majeure, the Contract may be reinstated pending the approval of both CIMP, LLC. and the Client; provisional changes to the Agreement may be made at the time of reinstatement, including but not limited to deadlines for Services rendered.

Unforeseen Delay:

Upon an unforeseen delay (including but not limited to a force majeure, all  incidents allowing the invocation of the force majeure clause, defaults on agreements by the exposition center, etc.) that prevents an event from being held on the originally scheduled date and/or at the original location, CIMP LLC, will reschedule the event within 50 miles of the original location and within 90 days of the first commercially reasonable, practical, and practicable available date. Events will never be canceled. All exhibitors and ticket holders will be automatically transferred to the rescheduled expo. Exhibitors and ticket holders will have the option to transfer to one of CIMP LLC’s other currently scheduled events by submitting such a request to [email protected] within 30 days of the new event announcement. The Client agrees to waive their right to refund in the case of an unforeseen delay.