Email: info@cannveya.com

Phone: (646) 902-5009

© 2019 by Cannveya, LLC

Cannveya Terms of Service

LAST UPDATED: JULY 1, 2019

 

PLEASE READ THIS AGREEMENT CAREFULLY BEFORE USING THIS SERVICE. 

BY USING THE SERVICE OR CLICKING AGREE YOU ARE AGREEING TO BE BOUND BY THIS AGREEMENT. IF YOU ARE AGREEING TO THIS AGREEMENT ON BEHALF OF OR FOR THE BENEFIT OF YOUR EMPLOYER OR AN ENTITY FOR WHOSE BENEFIT THIS SERVICE IS BEING USED, THEN YOU REPRESENT AND WARRANT THAT YOU HAVE THE NECESSARY AUTHORITY TO AGREE TO THIS AGREEMENT ON THEIR BEHALF. IF YOU HAVE A WRITTEN AGREEMENT WITH CANNVEYA FOR THESE SERVICES, THEN THAT AGREEMENT WILL GOVERN, AND THE AGREEMENT BELOW WILL NOT APPLY.

 

This agreement is between Deliver Green LLC, d/b/a Cannveya (“Cannveya”) and the customer
agreeing to this agreement (Customer).


1. DELIVERY MANAGEMENT SERVICE. This agreement provides Customer with access to
and usage of an Internet-based delivery management software service as specified on
an order and as further outlined at: Cannveya.com (Service). All Service mobile app
users need to download and install the mobile app that accompanies the Service, and
usage of such mobile apps are governed under the terms of the end user license
agreement provided with that app.

 

2. USE OF SERVICE.


a. Trial. If Customer has not agreed to pay for the Service, then Customer is under a
trial period as designated by Cannveya. During the trial period, the Service is provided
AS IS. All data will be deleted at the end of trial period, unless Customer converts to a
paid account.


b. Customer Owned Data. All data uploaded by Customer remains the property of
Customer, as between Cannveya and Customer (Customer Data). Customer grants
Cannveya the right to use the Customer Data solely for purposes of performing under
this agreement. During the term of this agreement, Customer may export or print
reports regarding certain Customer Data as allowed by functionality within the Service.


c. Contractors and Employee Access and Usage. Customer may allow its
contractors (including without limitation, third party logistics companies) and
employees to access the Service in compliance with the terms of this agreement, which
access must be for the sole benefit of Customer. Customer is responsible for the
compliance with this agreement by its contractors and its employees.


d. Customer Responsibilities. Customer (i) must keep its passwords secure and
confidential; (ii) is solely responsible for Customer Data and all activity in its account in
the Service; (iii) must use commercially reasonable efforts to prevent unauthorized
access to its account, and notify Cannveya promptly of any such unauthorized access;
and (iv) may use the Service only in accordance with these Terms of Service and
applicable law.


e. Cannveya Support. Cannveya must provide customer support for the Service
under the terms of Cannveya’s Support and Maintenance Terms (Support), and is
incorporated into this agreement for all purposes.

 

f. Privacy. Cannveya's privacy policy describes the privacy issues in using the
Service and the mobile apps. Customer acknowledges and agrees to the terms of this
Privacy Policy, and as it may be modified over time. 


g. BETA RELEASES. From time to time, Cannveya may grant Customer access to
“alpha”, “beta”, or other early-stage products (“Beta Releases“). While Cannveya may
provide assistance with Beta Releases in its discretion, notwithstanding anything to the
contrary in this Agreement, CUSTOMER AGREES THAT ANY BETA RELEASE IS PROVIDED
ON AN “AS IS” AND “AS AVAILABLE” BASIS. CUSTOMER FURTHER ACKNOWLEDGES AND
AGREES THAT BETA RELEASES MAY NOT BE COMPLETE OR FULLY FUNCTIONAL AND
MAY CONTAIN BUGS, ERRORS, OMISSIONS, AND OTHER PROBLEMS FOR WHICH
CANNVEYA WILL NOT BE RESPONSIBLE. ACCORDINGLY, ANY USE OF A BETA RELEASE IS
AT CUSTOMER’S SOLE RISK. Cannveya makes no promises that future versions of a Beta
Release will be released. Cannveya may terminate Customer’s right to use any Beta
Release at any time for any reason or no reason in Cannveya's sole discretion, without
liability.


3. SERVICE LEVEL AGREEMENT & WARRANTY.

 

a. Warranty. Cannveya warrants to Customer: (i) that commercially reasonable
efforts will be made to maintain the online availability of the Service for a minimum of
availability in any given month as provided in the chart below (excluding maintenance
outages, force majeure, and outages that result from any Customer technology issues or
third party vendor issues); (ii) the functionality or features of the Service may change
but will not materially decrease during any paid term; and (iii) that the Support may
change but will not materially degrade during any paid term.
 

Monthly Uptime Percentage / Service Credit

99% / 5% for each full hour of an outage (beyond the warranty)

 

b. LIMITED REMEDY. Customer’s exclusive remedy and Cannveya’s sole obligation
for its failure to meet the warranty in a(i) above will be for Cannveya to provide a
credit for the applicable month, as provided in the chart above (if this agreement is
not renewed, then a refund), for the month; provided that Customer notifies
Cannveya of such breach within 30 days of the end of that month.

 

c. DISCLAIMER. CANNVEYA DISCLAIMS ALL OTHER WARRANTIES, INCLUDING,
WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE AND
FITNESS FOR A PARTICULAR PURPOSE. WHILE CANNVEYA TAKES REASONABLE
PHYSICAL, TECHNICAL AND ADMINISTRATIVE MEASURES TO SECURE THE SERVICE,
CANNVEYA DOES NOT GUARANTEE THAT THE SERVICE CANNOT BE COMPROMISED.
CUSTOMER UNDERSTANDS THAT THE SERVICE MAY NOT BE ERROR FREE, AND USE
MAY BE INTERRUPTED.

 

4. PAYMENT. Customer must pay all fees as specified on the order, but if not specified
then within 30 days of receipt of an invoice. No refunds of prepaid fees, unless
otherwise provided in this agreement. Customer is responsible for the payment of all

sales, use, withholding, VAT and other similar taxes. Cannveya may elect to charge you
interest at the rate of 1.5% per month (or the highest rate permitted by law, if less) on
all late payments. This agreement contemplates one or more orders for the Service,
which orders are governed by the terms of this agreement. Customer must provide
current, complete and accurate billing and credit card information. Customer agrees to
pay all costs of collection, including attorney's fees and costs, on any outstanding
balance. In certain instances, the issuer of Customer’s credit card may charge Customer
a foreign transaction fee or related charges, which Customer will be responsible to pay.

 

3. MUTUAL CONFIDENTIALITY.


a.Definition of Confidential Information. Confidential Information means all non-
public information disclosed by a party (Discloser) to the other party (Recipient),
whether orally or in writing, that is designated as confidential or that reasonably
should be understood to be confidential given the nature of the information and the
circumstances of disclosure (Confidential Information). Cannveya’s Confidential
Information includes without limitation the Service (including without limitation the
Service user interface design and layout, and non-public pricing information)


b. Protection of Confidential Information. The Recipient must use the same degree of
care that it uses to protect the confidentiality of its own confidential information
(but in no event less than reasonable care) not to disclose or use any Confidential
Information of the Discloser for any purpose outside the scope of this agreement.
The Recipient must make commercially reasonable efforts to limit access to
Confidential Information of Discloser to those of its employees and contractors who
need such access for purposes consistent with this agreement and who have signed
confidentiality agreements with Recipient no less restrictive than the confidentiality
terms of this agreement.


c. Exclusions. Confidential Information excludes information that: (i) is or becomes
generally known to the public without breach of any obligation owed to Discloser,
(ii) was known to the Recipient prior to its disclosure by the Discloser without breach
of any obligation owed to the Discloser, (iii) is received from a third party without
breach of any obligation owed to Discloser, or (iv) was independently developed by
the Recipient without use or access to the Confidential Information.  The Recipient
may disclose Confidential Information to the extent required by law or court order
but will provide Discloser with advance notice to seek a protective order.


4. CANNVEYA PROPERTY.


a. Reservation of Rights. The software, workflow processes, user interface, designs,
know-how and other technologies provided by Cannveya as part of the Service are
the proprietary property of Cannveya and its licensors, and all right, title and interest
in and to such items, including all associated intellectual property rights, remain only
with Cannveya. Customer may not remove or modify any proprietary marking or
restrictive legends in the Service. Cannveya reserves all rights unless expressly
granted in this agreement.

b. Customer may not (i) sell, resell, rent or lease the Service; (ii) use the Service to store
or transmit infringing, unsolicited marketing emails, libelous, or otherwise
objectionable, unlawful or tortious material, or to store or transmit material in
violation of third-party rights; (iii) interfere with or disrupt the integrity or
performance of the Service; (iv) attempt to gain unauthorized access to the Service
or their related systems or networks; (v) reverse engineer the Service; or (vi) access
the Service to build a competitive service or product, or copy any feature, function
or graphic for competitive purposes.


c. Aggregate Data. During and after the term of this agreement, Cannveya may use
and retains all rights in all non-personally identifiable data within the Service for
purposes of enhancing the Service, aggregated statistical analysis, technical support
and other internal and external business purposes.


5. TERM AND TERMINATION.

 

a. Term. This agreement continues until all orders have expired or are terminated
under Section 8(b) below


b. Mutual Termination for Material Breach. If either party is in material breach of
this agreement, the other party may terminate this agreement at the end of a written
30-day notice/cure period, if the breach has not been cured.

 

c. Return of Customer Data. Within 60-days after termination, upon request
Cannveya will make the Service available for Customer to export such data as provided
in Section 2(b).
After such 60-day period, Cannveya has no obligation to maintain the Customer Data
and may destroy it.

 

d. Return Cannveya Property Upon Termination. Upon termination of this
agreement for any reason, Customer must pay Cannveya for any unpaid amounts, and
destroy or return all property of Cannveya. Upon Cannveya’s request, Customer will
confirm in writing its compliance with this destruction or return requirement.

 

e. Suspension for Violations of Law. Cannveya may temporarily suspend the
Service or remove the applicable Customer Data, or both, if it in good faith believes that,
as part of using the Service, Customer has violated a law. Cannveya will attempt to
contact Customer in advance.


6. LIABILITY LIMIT.


a. EXCLUSION OF INDIRECT DAMAGES. Cannveya is not liable for any indirect,
special, incidental or consequential damages arising out of or related to this
agreement (including, without limitation, costs of delay; loss of data, records or
information; and lost profits), even if it knows of the possibility of such damage or loss

 

b. TOTAL LIMIT ON LIABILITY. Cannveya’s total liability arising out of or related to
this agreement (whether in contract, tort or otherwise) does not exceed the amount
paid by Customer within the 12-month period prior to the event that gave rise to the
liability.

 

7. INDEMNITY.


a. Defense of Third Party Claims. Cannveya will defend or settle any third-party
claim against Customer to the extent that such claim alleges that the Cannveya
technology used to provide the Service violates a copyright, patent, trademark or other
intellectual property right, if Customer, promptly notifies Cannveya of the claim in
writing, cooperates with Cannveya in the defense, and allows Cannveya to solely control
the defense or settlement of the claim.  Costs. Cannveya will pay infringement claim
defense costs incurred as part of its obligations above, and Cannveya negotiated
settlement amounts, and court awarded damages. Process. If such a claim appears
likely, then Cannveya may modify the Service, procure the necessary rights, or replace it
with the functional equivalent. If Cannveya determines that none of these are
reasonably available, then Cannveya may terminate the Service and refund any prepaid
and unused fees. Exclusions. Cannveya has no obligation for any claim arising from:
Cannveya’s compliance with Customer’s specifications; A combination of the Service
with other technology where the infringement would not occur but for the combination;
Use of Customer Data; or Technology not provided by Cannveya. This section contains
Customer’s exclusive remedies and Cannveya’s sole liability for intellectual property
infringement claims.


b. Customer Indemnity. To the extent allowed by law, if any third-party brings a
claim against Cannveya related to Customer acts, omissions, data or information within
the Services, Customer must defend, indemnify and hold Cannveya harmless from and
against all damages, losses, and expenses of any kind (including reasonable legal fees
and costs) related to such claim.

 

8. GOVERNING LAW AND ARBITRATION.  This Agreement is governed by the laws of New
York without regard to conflict of laws principles.  Any dispute between Customer and
Cannveya arising out of or related to this agreement must be determined by binding
arbitration in New York, NY US, under the then current commercial of the American
Arbitration Association or international rules of The International Centre For Dispute
Resolution, depending on whether Customer is located in the United States or outside
the United States.

 

9. OTHER TERMS.


a. Entire Agreement and Changes. This agreement and the order constitute the
entire agreement between the parties and supersede any prior or contemporaneous
negotiations or agreements, whether oral or written, related to this subject matter.
Customer is not relying on any representation concerning this subject matter, oral or
written, not included in this agreement. No representation, promise or inducement not
included in this agreement is binding. No modification of this agreement is effective
unless both parties sign it or Customer agrees to a new agreement or modification as

provided by an online process designated by Cannveya, and no waiver is effective unless
the party waiving the right signs a waiver in writing.


b. No Assignment. Neither party may assign or transfer this agreement or an order
to a third party, except that this agreement with all orders may be assigned, without the
consent of the other party, as part of a merger, or sale of substantially all the assets, of a
party.


c. Independent Contractors. The parties are independent contractors with respect
to each other.


d. Enforceability and Force Majeure. If any term of this agreement is invalid or
unenforceable, the other terms remain in effect. Except for the payment of monies,
neither party is liable for events beyond its reasonable control, including, without
limitation force majeure events.


e. Money Damages Insufficient. Any breach by a party of this agreement or
violation of the other party’s intellectual property rights could cause irreparable injury
or harm to the other party. The other party may seek a court order to stop any breach
or avoid any future breach.


f. No Additional Terms. Cannveya rejects additional or conflicting terms of any
Customer form-purchasing document.


g. Order of Precedence. If there is an inconsistency between this agreement and an
order, the order prevails.


h. Survival of Terms. Any terms that by their nature survive termination of this
agreement for a party to assert its rights and receive the protections of this agreement,
will survive. The UN Convention on Contracts for the International Sale of Goods does
not apply.

 

i. Feedback. If Customer provides feedback or suggestions about the Service, then
Cannveya (and those it allows to use its technology) may use such information without
obligation to Customer.

 

Contacting Us
If you have any questions or concerns about our Services or these Terms, you may contact us:
By mail at:
Deliver Green LLC, d/b/a Cannveya
350 Veterans Boulevard
Rutherford, New Jersey 07070
By email at:
support@cannveya.com