Terms of Service

1.Acceptance of these Terms

These Terms of Service (the “Terms”) are a binding agreement between you and Liberty Marketplaces LLC, an Arizona limited liability company (“Liberty,” “we,” “us” or “our”), and govern your access to and use of Happy Leaf, including the happyleaf.io website, the Happy Leaf register, back office and apps, and the online-ordering, loyalty and reporting features connected with them (together, the “Service”). By creating an account, clicking to accept, or using the Service, you agree to these Terms and to our Privacy Policy, which is part of them. If you do not agree, do not use the Service.

If you use the Service on behalf of a business or other organization, you represent that you have authority to bind it, and “you” includes that organization.

2.The Service

Happy Leaf is a point-of-sale and compliance system for licensed dispensaries: register, inventory, ID and purchase-limit checks, state reporting, payments, online orders and loyalty. It keeps selling when the internet drops and syncs when the connection returns. We keep improving Happy Leaf, so features may change over time; we will not remove a core feature you rely on without notice.

Software only. Happy Leaf is software. Liberty does not buy, sell, possess, handle, transport or deliver cannabis, is not a party to any sale, and does not hold a cannabis license. Each sale is between the dispensary and its customer.

3.Eligibility and accounts

• You must be at least 21 years old, able to form a binding contract, and not barred from using the Service under any law. The Service is only for licensed cannabis businesses and their authorized staff.
• You must give accurate and complete information when you sign up and keep it up to date.
• You are responsible for your account, for everyone you invite or allow to use it, and for all activity under it. Keep your sign-in methods confidential and tell us at once if you suspect unauthorized use.
• We are not liable for any loss caused by someone else using your account, with or without your knowledge.

4.Free trials

The first 30 days are free. To keep using Happy Leaf after the trial, choose a paid plan. We may change or end trial offers at any time and may limit trials to one per business. During a trial the Service is provided as is, and Section 13 applies.

5.Fees, billing and renewal

• Price. Happy Leaf costs $99 per store per month, month to month, unless a written agreement with us says otherwise.
• Billing and renewal. You authorize us and our payment processor to charge your payment method in advance each month for each store, and to keep charging it until you cancel. Your plan renews automatically each month.
• Payment-provider fees. Fees charged by payment, ordering or other providers you connect are separate and set by those providers.
• Taxes. Fees do not include taxes, which you pay where they apply.
• Price changes. We may change our prices with at least 30 days' notice by email or in the Service. The new price applies from your next billing period after the notice period.
• Failed payments. If a payment fails and is not fixed after we notify you, we may pause the Service until it is paid.
• No refunds. Fees already paid are non-refundable, including for partial months, except where the law requires or as stated in Section 11.
• Billing questions. If you believe you were charged in error, tell us within 60 days at hello@happyleaf.io.

6.Your data

• You own your data. As between you and Liberty, you own the information you and your users put into the Service (your products, inventory, prices, sales, staff records and customer records) (“Your Data”).
• License to us. You grant Liberty a worldwide, non-exclusive, royalty-free license to host, copy, process, transmit and display Your Data only as needed to provide, secure, support and improve the Service for you, and to comply with law. We do not sell Your Data or use it to market to your customers.
• Your rights and consents. You represent that you have all rights, consents and notices required to put Your Data into the Service and to have us process it as described in our Privacy Policy, including any notices and consents required from your own customers and staff.
• Export and deletion. You can export your products, stock and customers at any time; export anything you need before closing your account. When your account is closed, we delete Your Data as described in our Privacy Policy, except records we must keep by law.
• Backups. We back up the Service, but you are responsible for keeping your own copies of anything you cannot afford to lose.

7.Your responsibilities and compliance

You are responsible for operating your dispensary lawfully. In particular:

• Licenses. You must hold, and keep in good standing, every license and approval your business needs, and use Happy Leaf only for licensed activity.
• Cannabis laws. You are solely responsible for complying with the cannabis laws and regulations that apply to you, including Arizona's (such as A.R.S. Title 36, Chapters 28.1 and 28.2, and Arizona Department of Health Services rules), as they change over time.
• Age and ID checks. Happy Leaf helps check age and IDs, but your staff must examine each ID and the person presenting it and decide whether to make a sale. A scanned ID is not proof that the ID is genuine.
• Purchase limits, prices and taxes. Happy Leaf applies the limits, prices, discounts and tax rates in your settings. You must check that those settings are correct and current.
• State reporting. Happy Leaf sends reports to the state's tracking system for you, using your own account. You remain responsible for the accuracy and timeliness of what is reported, for reviewing it, and for correcting any error.
• Records. You are responsible for keeping every record the law requires you to keep, including after your account ends.
• Promotions and messages. Loyalty programs, promotions and messages to customers must follow cannabis advertising rules and consumer-protection, telemarketing and anti-spam laws.
• Offline sales. Sales made while offline are synced when the connection returns. Review any sale flagged after syncing.
• Your team. You are responsible for your staff's logins and actions.
• Federal law. Cannabis remains illegal under U.S. federal law. You acknowledge that risk, and that federal enforcement or decisions by banks and payment networks could affect your business or our ability to provide the Service.

8.Acceptable use

You agree not to, and not to let anyone else:

• use the Service in violation of any law or regulation or anyone's rights, including privacy, consumer-protection, telemarketing and anti-spam laws;
• send spam or unsolicited marketing, or use the Service to harass, threaten, defraud or deceive anyone;
• upload or transmit viruses, malware or other harmful code;
• access or attempt to access another customer's account or data, or any part of the Service not intended for you;
• probe, scan or test the vulnerability of the Service, or breach or circumvent any security, rate limit or access control;
• copy, modify, decompile, reverse engineer or attempt to obtain the source code of the Service, except where the law expressly permits it;
• scrape the Service or use its content or outputs to train, fine-tune or build any artificial-intelligence model or competing product;
• resell, sublicense, rent or provide the Service to anyone outside your organization without our written permission;
• interfere with or disrupt the Service or its infrastructure, including by sending excessive traffic;
• use Happy Leaf for any sale to a person under the legal age, any unlicensed sale, or to evade purchase limits, tracking or tax rules;
• falsify any record or any report sent to a regulator;
• impersonate any person or misrepresent your affiliation with anyone.

9.Third-party services

The Service may work with products and services provided by others, such as the state's cannabis tracking system, payment providers and online-ordering services (“Third-Party Services”). Your use of a Third-Party Service is governed by its own terms and privacy policy, and you are responsible for any fees it charges. We do not control and are not responsible for Third-Party Services, their availability, their data or their acts and omissions, and we may stop supporting any of them at any time.

10.Our intellectual property and feedback

The Service and everything in it, including software, designs, text, graphics, workflows and the name “Happy Leaf” and associated logos, are owned by Liberty or its licensors and are protected by intellectual-property laws. Subject to these Terms, we grant you a limited, non-exclusive, non-transferable, revocable right to use the Service for your internal business purposes while your account is in good standing. All rights not expressly granted are reserved.

If you send us ideas, suggestions or feedback, you grant us a perpetual, irrevocable, worldwide, royalty-free right to use them for any purpose without obligation or compensation to you.

11.Suspension and termination

• By you. You can cancel at any time. Cancellation takes effect at the end of your current billing period. Export anything you need before then.
• By us. We may suspend or terminate your access to all or part of the Service, with or without notice, if you breach these Terms, fail to pay, create risk or possible legal exposure for us or others, or if we are required to by law. Where reasonable, we will tell you first and give you a chance to fix the problem.
• Discontinuing the Service. We may discontinue the Service or any feature. If we discontinue the whole Service, we will give you reasonable notice and refund any prepaid fees for the period after it ends.
• Effect. When your account ends, your right to use the Service ends. We delete Your Data as described in our Privacy Policy, except records we must keep by law. You are responsible for keeping the records the law requires you to keep.
• Survival. Provisions that by their nature should survive termination will survive, including those on fees owed, Your Data, intellectual property, disclaimers, limitation of liability, indemnification and dispute resolution.

12.Disclaimer of warranties

The Service is provided “as is” and “as available,” without warranties of any kind, express, implied or statutory, including any implied warranties of merchantability, fitness for a particular purpose, title, non-infringement and accuracy, and any warranties arising from course of dealing or usage of trade. We do not warrant that the Service will be uninterrupted, timely, secure or error-free, that any data will be accurate or preserved, or that defects will be corrected.

Without limiting the above, we do not warrant that Happy Leaf will catch every underage customer, false ID, over-limit sale or reporting error, or that any report will be accepted by a regulator, and we are not responsible for the state tracking system or any payment provider. Happy Leaf does not give legal or compliance advice. Some jurisdictions do not allow the exclusion of certain warranties, so some of these exclusions may not apply to you.

13.Limitation of liability

To the fullest extent permitted by law, in no event will Liberty or its members, managers, employees, contractors, agents, licensors or service providers be liable for any indirect, incidental, special, consequential, exemplary or punitive damages, or for any loss of profits, revenue, business, goodwill or data, or for fines, penalties, license actions, inventory loss or lost sales, arising out of or relating to the Service or these Terms, whether based on contract, tort (including negligence), strict liability or any other theory, even if advised of the possibility of such damages. Our total liability for all claims arising out of or relating to the Service or these Terms will not exceed the greater of the amounts you paid us for the Service in the three months before the event giving rise to the liability, or one hundred U.S. dollars (US$100). These limitations apply even if a remedy fails of its essential purpose.

Some jurisdictions do not allow the limitation of certain damages, so some of these limitations may not apply to you.

14.Indemnification

To the fullest extent permitted by law, you will defend, indemnify and hold harmless Liberty and its members, managers, employees, contractors and agents from and against any claims, liabilities, damages, losses and expenses, including reasonable attorneys' fees, arising out of or relating to: (a) your use of the Service; (b) Your Data; (c) your dispensary's operations, sales and compliance with cannabis and other laws, including records and reports sent to regulators; (d) your violation of these Terms; or (e) your violation of any law or the rights of any third party.

15.Dispute resolution, binding arbitration and class-action waiver

Please read this section carefully. It affects your legal rights.

• Informal resolution first. Before starting any arbitration or court proceeding, you and Liberty agree to try to resolve any dispute informally. The party raising the dispute must send written notice describing it and the relief sought (to us at hello@happyleaf.io and our mailing address). If the dispute is not resolved within 60 days after the notice is received, either party may proceed as described below.
• Binding arbitration. Except as provided below, any dispute, claim or controversy arising out of or relating to the Service or these Terms, including their formation, scope, validity or enforceability, will be resolved by final and binding arbitration administered by the American Arbitration Association (“AAA”) under its Commercial Arbitration Rules or, where they apply, its Consumer Arbitration Rules, before a single arbitrator. The arbitration will take place in Maricopa County, Arizona, or, at either party's request, by video conference or written submissions. The Federal Arbitration Act governs this section. Judgment on the award may be entered in any court with jurisdiction. Fees will be allocated as the AAA rules provide.
• Exceptions. Either party may bring an individual claim in small-claims court if it qualifies; either party may seek injunctive or other equitable relief in court to protect its intellectual property or to stop unauthorized access to or misuse of the Service; and we may bring an action in court to collect unpaid fees.
• Class-action and jury-trial waiver. You and Liberty agree that each may bring claims against the other only in an individual capacity, and not as a plaintiff or class member in any purported class, collective, consolidated or representative proceeding. The arbitrator may not consolidate claims or preside over any form of representative or class proceeding. To the extent any dispute proceeds in court rather than arbitration, you and Liberty each waive the right to a jury trial.
• Opt-out. You may opt out of this arbitration agreement by emailing hello@happyleaf.io with the subject “Arbitration Opt-Out” within 30 days after you first accept these Terms, stating your name, your account email and that you opt out.
• Severability. If the class-action waiver is found unenforceable as to any claim, that claim must be severed and brought in court, not in arbitration. If any other part of this section is found unenforceable, the rest remains in effect.
• Time limit. To the extent permitted by law, any claim arising out of or relating to the Service or these Terms must be brought within one year after it arises, or it is permanently barred.

16.Governing law and venue

These Terms are governed by the laws of the State of Arizona, without regard to its conflict-of-laws rules, and, where applicable, the federal laws of the United States. Subject to Section 15, the state and federal courts located in Maricopa County, Arizona have exclusive jurisdiction over any dispute, and you consent to their personal jurisdiction and venue.

17.General terms

• Entire agreement. These Terms, our Privacy Policy and any order form or agreement you sign with us for the Service are the entire agreement between you and Liberty about the Service. If a signed agreement conflicts with these Terms, the signed agreement controls.
• Electronic communications. You agree that we may send notices and other communications electronically, by email to your account address or in the Service, and that they satisfy any requirement that a communication be in writing. Notices to us must be sent to hello@happyleaf.io.
• Severability. If any provision is held invalid or unenforceable, it will be enforced to the maximum extent permitted and the remaining provisions will remain in full effect.
• No waiver. Our failure to enforce any provision is not a waiver of our right to do so later.
• Assignment. You may not assign or transfer these Terms without our prior written consent. We may assign them, including to a successor of our business.
• Force majeure. We are not liable for any delay or failure caused by events beyond our reasonable control, including outages of carriers, hosting, payment or other third-party providers.
• Export and sanctions. You may not use the Service in violation of U.S. export-control or sanctions laws.
• Relationship. Nothing in these Terms creates any partnership, joint venture, employment or agency relationship, and there are no third-party beneficiaries.
• Interpretation. Headings are for convenience only. “Including” means “including without limitation.”

18.Changes to these Terms

We may update these Terms from time to time. We will post the updated Terms on this page and change the “Last updated” date above. If a change is material, we will give you at least 15 days' notice by email or in the Service before it takes effect, except where a change is required by law or addresses a new feature. Changes to Section 15 will not apply to any dispute of which we had actual notice before the change. Your continued use of the Service after a change takes effect means you accept it.

19.Contact us

Questions about these Terms? Contact us: