CANNYNURSE Licensing Agreement

Section 1.0 Introduction

1. 1. If the person submitting the online form in which this Agreement is displayed (“Partner”) selects any membership other than the Bronze+ Annual Membership or the Bronze Annual Membership, then this CANNYNURSE Licensing Agreement (this “Agreement”) is by and between Ariana Ayu (“CANNYNURSE”) and Partner.  If Partner selects either the Bronze+ Annual Membership or the Bronze Annual Membership, then this Agreement shall not apply to Partner.
   2. This Agreement provides Partner with certain rights, benefits and obligations as a CANNYNURSE partner for the use of the materials identified on Schedule 1 attached hereto and made a part hereof (collectively, the “Licensed Materials”), as Schedule 1 may be amended from time to time by CANNYNURSE.
   3. This Agreement provides additional benefits for Partner, if such benefits are identified in Schedule 2, attached hereto and made a part hereof. 

Section 2.0 Definitions

1. 1. “Commercial-Use” means the non-exclusive, non-transferable right and license to use the Licensed Materials identified in Schedule 1 for individual and/or group health and wellness nursing / coaching / consulting, including educational marketing (in-person or virtual talks / lectures / presentations) but NOT including products or teaching courses for Continuing Education Units (CEUs) under the CANNYNURSE brand to third parties, subject to any geographic restrictions identified in this Agreement.  A Commercial-Use license includes the right to copy or have copied and distribute the Licensed Materials in the manner permitted under the terms and conditions of this Agreement to customers of Partner.  Except to the extent expressly permitted under this Agreement, Partner shall not, nor permit any third party to, modify, redistribute, repackage, encumber, sell, rent, lease, assign, time-share, publish, broadcast, circulate, market, donate, disseminate, retransmit or commercially-exploit the Licensed Materials provided under a Commercial-Use license.
   2. “Intellectual Property” means any and all inventions, discoveries, ideas, improvements, know-how, data, processes, methods, models, patents, patent applications, works of authorship, copyrights, trademarks, service marks, trade names, trade secrets and other intellectual property recognized in any country in the world.

Section 3.0 Entire Agreement

1. 1. Agreement Terms.  This Agreement, including all appendices and exhibits, contains the entire agreement between the parties and supersedes all previous agreements and understandings, whether oral or written, related to the subject matter of this Agreement.  Except as provided in Sections 3.3 and 3.4, this Agreement may not be modified, enlarged or changed in any way hereafter, except by an amendment signed by each of the parties.
   2. Agreement to Comply.  Partner agrees to comply with all of the terms and conditions of this Agreement, including but not limited to the specifications and procedures specifically relating to the use of the Licensed Materials. 
   3. License Specifications.  Partner understands and agrees that: a) CANNYNURSE may update or revise the Licensed Materials at any time; b) such changes will become part of this Agreement as of the stated date of effect of the change; and c) such changes shall be binding on Partner.
   4. Fees.  The parties agree that the current fees for the Licensed Materials are identified on Schedule 1.  Partner understands and agrees that: a) CANNYNURSE may revise Schedule 1 from time to time; b) each such change will become part of this Agreement as of the stated date of effect of such change; and c) such changes are binding upon Partner; however, CANNYNURSE agrees to send notice of any such changes to Partner at least ninety (90) days prior to the effective date of any such changes.  The exception to this is changes to the annual agreement, which will be presented to Partner at time of renewal and will become binding upon such renewal.  All fees paid by Partner to CANNYNURSE are non-refundable.

Section 4.0 Financial Obligations

1. 1. Payments.  In consideration for the license provided by CANNYNURSE to Partner under this Agreement, Partner shall make the payments identified on Schedule 1 to CANNYNURSE.  Partner hereby acknowledges and agrees that CANNYNURSE will NOT issue invoices for fees and the initial payment (annual or first monthly installment) will be due immediately upon joining CANNYNURSE’s program.  Monthly and annual renewal payments will be automatically charged from the payment method used to make the original payment.
   2. Late payments.  Any and all late payments by Partner for an agreed-upon payment plan will be assessed a twenty percent (20%) administrative fee.

Section 5.0 Intellectual Property

1. 1. License Grant.  CANNYNURSE grants to Partner the license identified in Schedule 1.  Partner understands and agrees that such license is subject to the terms and conditions of this Agreement.
   2. Prior Versions of Licensed Materials.  If CANNYNURSE updates or revises the Licensed Materials, then Partner hereby agrees to discontinue using the prior versions of the Licensed Materials as prescribed by CANNYNURSE.
   3. Derivative Works.  Partner shall not create any derivative works of the Licensed Materials unless Partner:
      1. obtains prior written consent from CANNYNURSE;
      2. supplies CANNYNURSE with a written statement describing Partner’s content and Partner’s (and any other parties’ Intellectual Property incorporated into such derivative work; and
      3. agrees to provide CANNYNURSE with a copy of all such derivative work.
   4. Except to the extent otherwise provided in writing to Partner by CANNYNURSE when granting permission to create derivative works, any derivative works authorized will be (i) owned by CANNYNURSE, (ii) considered Licensed Materials and (iii) used by Partner only in accordance with the terms and conditions of this Agreement.
   5. CANNYNURSE Proprietary Markings.  Partner shall maintain any CANNYNURSE proprietary markings on all Licensed Materials or derivative works thereof.  No other markings, which would distinguish such materials from the same items provided by CANNYNURSE, shall be permitted, except that Partner may add Partner’s own identifying and contact information to the materials.

Section 6.0 Term and Termination

1. 1. Term.  This Agreement is effective for one (1) year from the date of purchase (i.e., from the first (1^st) payment if a monthly payment plan is selected by Partner) or until earlier terminated as provided in this Section 6.0 (the “Term”).  If Partner purchases as a subscription, then Partner hereby acknowledges and agrees that such program shall auto-renew unless this Agreement is previously terminated.
   2. Termination.  For any reason, either party may terminate this Agreement by delivering written notice to the other party in accordance with the provisions set forth in Section 11 at least thirty (30) days prior to termination.  If any party terminates this Agreement, then such party shall not be liable to the other party for any costs resulting from or related to the termination.  Notwithstanding the foregoing, if Partner has selected a monthly payment plan, then Partner hereby covenants to continue making the monthly payments to CANNYNURSE relating to such plan until the conclusion of the full twelve (12) month period committed to by Partner.
   3. Rights and Obligations Upon Termination.  Except as provided elsewhere in this Agreement (e.g., the final sentence of Section 6.2), all rights and obligations of the parties terminate upon termination of this Agreement and Partner agrees to use commercially reasonable efforts to destroy all Licensed Materials in Partner’s possession and/or under Partner’s control and agrees not to use the Licensed Materials or Marks after the termination date of this Agreement; provided, that Partner has no obligation to retrieve or destroy any Licensed Materials provided to customers of Partner prior to the termination date of this Agreement.
   4. Outstanding Fees.  Partner hereby acknowledges and agrees that the termination of this Agreement shall not terminate the obligation of Partner to pay any fees that have already accrued under this Agreement or which are otherwise to be paid by Partner, and Partner understands this Agreement is a renewable year-long contract.
   5. Surviving Provisions.  Upon termination of this Agreement, the provisions of the following Sections shall survive: 4.0 Financial Obligations, 5.3 Derivative Works, 6.4 Outstanding Fees, 6.5 Surviving Provisions, 7.0 Limitation of Liability, 8.0 Indemnification, 9.0 Notice and 10.0 Other Provisions.

Section 7.0 Limitation of Liability

1. 1. ANY AND ALL INFORMATION, MATERIALS, SERVICES, INTELLECTUAL PROPERTY AND OTHER PROPERTY AND RIGHTS GRANTED AND/OR PROVIDED BY CANNYNURSE PURSUANT TO THIS AGREEMENT (INCLUDING BUT NOT LIMITED TO THE LICENSED MATERIALS) ARE GRANTED AND/OR PROVIDED ON AN "AS IS" BASIS.  CANNYNURSE MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, AS TO ANY MATTER, AND ALL SUCH WARRANTIES, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, ARE EXPRESSLY DISCLAIMED.  WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, CANNYNURSE DOES NOT MAKE ANY WARRANTY OF ANY KIND RELATING TO EXCLUSIVITY, INFORMATIONAL CONTENT, ERROR-FREE OPERATION, RESULTS TO BE OBTAINED FROM USE, FREEDOM FROM PATENT, TRADEMARK AND COPYRIGHT INFRINGEMENT AND/OR FREEDOM FROM THEFT OF TRADE SECRETS.  PARTNER IS PROHIBITED FROM MAKING ANY EXPRESS OR IMPLIED WARRANTY TO ANY THIRD PARTY ON BEHALF OF CANNYNURSE RELATING TO ANY MATTER, INCLUDING WITHOUT LIMITATION THE APPLICATION OF OR THE RESULTS TO BE OBTAINED FROM THE INFORMATION, MATERIALS, SERVICES, INTELLECTUAL PROPERTY OR OTHER PROPERTY OR RIGHTS GRANTED AND/OR PROVIDED BY CANNYNURSE PURSUANT TO THIS AGREEMENT (INCLUDING BUT NOT LIMITED TO THE LICENSED MATERIALS).
   2. CANNYNURSE SHALL NOT BE LIABLE TO PARTNER OR ANY THIRD PARTY FOR ANY REASON WHATSOEVER ARISING OUT OF OR RELATING TO THIS AGREEMENT (INCLUDING WITHOUT LIMITATION ANY BREACH OF THIS AGREEMENT BY CANNYNURSE) FOR LOSS OF PROFITS OR FOR INCIDENTAL, INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES, EVEN IF CANNYNURSE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND/OR HAS OR GAINS KNOWLEDGE OF THE EXISTENCE OF SUCH DAMAGES.
   3. UNDER NO CIRCUMSTANCES SHALL THE TOTAL AGGREGATE LIABILITY OF CANNYNURSE UNDER ANY THEORY OF RECOVERY, WHETHER BASED IN CONTRACT, IN TORT (INCLUDING WITHOUT LIMITATION NEGLIGENCE AND STRICT LIABILITY), UNDER WARRANTY OR OTHERWISE, EXCEED THE TOTAL AMOUNT OF PAYMENTS MADE BY PARTNER TO CANNYNURSE UNDER THIS AGREEMENT DURING THE IMMEDIATELY PRECEDING TWELVE (12) MONTH PERIOD.

Section 8.0 Indemnification

1. Partner shall defend, indemnify and hold harmless CANNYNURSE, CANNYNURSE’s affiliates and each of their respective directors, officers, employees, attorneys and agents from and against any and all liability, damage, loss or expense (including without limitation reasonable attorney’s fees and expenses) incurred by or imposed upon any such party in connection with any claim, suit, action or demand arising out of or relating to any exercise of any right or license granted or provided to Partner under this Agreement (including but not limited to the Licensed Materials) under any theory of liability (including without limitation, actions in the form of tort, warranty, strict liability or violation of any law, and regardless of whether such action has any factual basis).

Section 9.0 Notices

1. 1. All notices permitted or required under this Agreement shall be in writing and shall be delivered by (i) personal delivery, (ii) nationally recognized overnight courier (such as FedEx) or (iii) certified or registered mail, return receipt requested, and shall be deemed given upon the earlier of receipt or three (3) days after sending.  Notices shall be written in the English language.  Either party may change such party’s notice address and/or contact person by giving the other party written notice of such change in the manner specified above.

Section 10.0 Other Provisions

1. 1. Assignment.  CANNYNURSE may freely assign this Agreement.  Partner may not assign, voluntarily, by operation of law or otherwise, this Agreement without the prior written consent of CANNYNURSE.  For purposes of this Section 10.1, a change in the persons or entities who control fifty percent (50%) or more of the equity securities or voting interest of Partner shall be considered an assignment.
   2. Governing Law.  This Agreement shall be governed by the laws of the Commonwealth of Virginia without regard to its conflicts of laws provisions.  All claims and/or controversies of every kind and nature arising out of or relating to this Agreement, including without limitation any questions concerning this Agreement’s existence, negotiation, validity, meaning, performance, non-performance, breach, continuance or termination, shall be settled either: (1) at CANNYNURSE’s election, by binding arbitration administered by the American Arbitration Association (“AAA”) in accordance with its Commercial Arbitration Rules and, in such case (a) the arbitration proceedings shall be conducted before a single arbitrator selected by CANNYNURSE, (b) each party shall bear such party’s own costs of arbitration, (c) all arbitration hearings shall be conducted in Arlington County, Virginia, United States, and (d) the provisions hereof shall be a complete defense to any suit, action or proceeding  instituted in any federal, state or local court or before any administrative tribunal with respect to any claim or controversy arising out of or relating to this Agreement and which is arbitrable as provided in this Agreement; provided, that CANNYNURSE may seek injunctive relief in a court of law or equity to assert, protect or enforce CANNYNURSE’s rights in any Intellectual Property and/or proprietary information as described in this Agreement; or (2) in the event that CANNYNURSE does not elect binding arbitration as permitted in point (1) above, exclusively in the United States District Court for the Eastern District of Virginia or, if such Court does not have jurisdiction, in any court of general jurisdiction in Fairfax County, Virginia and each party consents to the exclusive jurisdiction of any such courts and waives any objection which such party may have to the laying of venue in any such courts.
   3. Partner’s Agents.  Partner understands and agrees that to the extent Partner utilizes Partner’s employees, contractors and/or other agents to perform Partner’s obligations and/or exercise Partner’s rights under this Agreement, Partner is responsible for informing them of the applicable terms (which may include, without limitation, license restrictions or privacy obligations) and that any breach of this Agreement terms by Partner’s employees, contractors and/or agents will be considered a breach by Partner.  Notwithstanding the foregoing, for any course or service delivered under this Agreement, only Partner (or another CANNYNURSE partner) is permitted to enter into a direct contractual relationship with a customer for such course or service and Partner is prohibited from allowing a contractor, subcontractor and/or other agent to enter into a contract on Partner’s behalf with third parties for the delivery of courses or services under this Agreement.
   4. Delay in Performance.  Except with respect to Partner’s financial obligations (see Section 4.0), neither party shall be liable for delay in performance due to any cause beyond such party’s reasonable  control, including without limitation fire, flood, pandemic, strike or other labor difficulty, act of any governmental authority, civil unrest, acts of terrorism, acts or omissions of the other party, riot, or fuel or energy shortage.
   5. Independent Contractors.  In all matters relating to this Agreement, the parties shall act as independent contractors, regardless of the use of the term “partner” in this Agreement or in other CANNYNURSE materials.  Neither party will represent that such party has any authority to assume or create any obligation or warranty, express or implied, on behalf of the other party, or to represent the other party as agent, employee or in any other capacity.

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Schedule 1:  License and Fees

Licensed Materials:  CANNYNURSE infographics, handouts, forms, talk outlines / slides, articles, graphics and marketing materials.

If and when Partner utilizes the CANNYNURSE name, then Partner must write the CANNYNURSE name as shown below and the CANNYNURSE logo must not be altered by Partner in any way.  The only exception to these rules is if a deviation is authorized in writing by CANNYNURSE.  

Name: CannyNurse^®

This name must be written as one (1) word with a capital C and a capital N with the Registered Trademark symbol (®).  When possible to choose fonts, the name should be in the Arial font.

Partner hereby acknowledges and agrees that the CannyNurse® name may NOT be used in social media handles, business names, website addresses or other permanent identifiers. 

Type of License:  Worldwide, for one (1) year (or until such earlier date that this Agreement is terminated) for the purposes described in this Agreement.  Notwithstanding the foregoing, if Partner continues membership beyond the first (1^st) year (i.e., as in a subscription purchase), then this license shall remain in force until Partner stops paying for such subscription; provided, that Partner understands and agrees that each renewal of this license shall be for no less than twelve (12) months.

Fees:  Fees are set by CANNYNURSE once per year and are subject to change, but monthly payment plans may be chosen by Partner in lieu of one (1) annual payment.

• Diamond+ Annual Membership: $2,399/ year or $239/ month
• Diamond Annual Membership: $1,999/ year or $199/ month
• Gold+ Annual Membership: $2,098/ year or $198/ month
• Gold Annual Membership: $1,798/ year or $178/ month
• Silver+ Annual Membership: $1,797/ year or $177/ month
• Silver Annual Membership: $1,497/ year or $147/ month
• Bronze+ Annual Membership: $1,800/ year or $180/ month
• Bronze Annual Membership: $1,500/ year or $150/ month

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Schedule 2:  Additional Rights and Opportunities

Group Mentorship Membership (Bronze Membership Tier) for Non-CNCP Graduates:

This membership tier does NOT include licensing or listing in the Find-a-CannyNurse® Directory, but Partner will receive the following benefits: 

1. twelve (12) Group Mentorship calls per year on varied topics, such as clinical practice, lifestyle medicine and business building, which will be conducted online via video conferencing (e.g., Zoom), recorded, and led by professionals within the cannabis field selected at CANNYNURSE’s discretion;
2. access to a private networking group; and
3. access to a library of pre-recorded business and clinical trainings.

Licensing, Listing, and Group Mentorship (Silver Membership Tier)

In addition to the above benefits for the Bronze Membership Tier, if Partner joins CANNYNURSE’s Silver Membership Tier, then Partner will receive the following benefits and opportunities: 

4. CNT Become a Mentor Opportunity:
   
   If Partner spends ten (10) hours or more in a calendar year mentoring other CANNYNURSE graduates within the CANNYNURSE Tribe, then CANNYNURSE will discount Partner’s license fee for the following year.  The determination as to whether Partner performed such mentoring and the types of activities to be included in this requirement will be determined by CANNYNURSE, in CANNYNURSE’s sole discretion but in accordance with a guide that CANNYNURSE will publish.
   
   To be eligible for this benefit program, Partner must (i) be a current member of the Licensing, Listing and Mentorship Tier of the CannyNurse Tribe® and (ii) have had at least six (6) months of clinical practice experience in cannabis nursing, medical cannabis coaching or medical cannabis consulting.
   
   Please note that, if Partner is interested in the above described benefit program, Partner must apply for this benefit program and be accepted by CANNYNURSE prior to being allowed to credit mentoring against the following year’s license fee.  Decisions on whether or not to accept Partner into this benefit program are at CANNYNURSE’s sole discretion.  

Licensing, Listing, Group and Private Mentorship (Gold Membership Tier)

In addition to the above benefits for the Bronze Membership Tier and for the Silver Membership Tier, if Partner joins CANNYNURSE’s Gold Membership Tier, then Partner will receive the following benefit: 

5. Six (6) twenty-five (25) minute Private Mentorship calls per year (starting in the second (2^nd) month of Partner’s membership and available every other month for the remainder of Partner’s membership in the Gold Membership Tier) with professionals in the cannabis industry, to be selected from available CannyNurse® Professional Mentorship partners.