Terms of Membership
Last Updated: October 30, 2018
1. Eligibility for Membership
State and/or locally licensed cannabis businesses, businesses seeking a state and/or local cannabis license, individuals and investors participating in the cannabis space, and ancillary cannabis businesses are eligible to apply for membership in the National Association of Cannabis Businesses (“NACB”).
The NACB evaluates each applicant’s suitability for membership by examining a wide-range of facts including, but not limited to the applicant’s history of compliance with relevant laws and rules, the applicant’s reputation for honesty and integrity, and the applicant’s willingness to provide requested information. The NACB has sole discretion to grant or deny membership to each applicant.
2. Member Obligations
To be a member of the NACB in good standing, members must satisfy the following obligations:
- Abide by and remain in compliance with all applicable local and state laws concerning cannabis;
- Abide by and remain in compliance with the NACB Code of Conduct and all duly adopted NACB National Standards;
- At the NACB’s request, provide the NACB with information needed to verify the member’s identity and compliance with applicable local and state laws concerning cannabis, the NACB Code of Conduct, and all duly adopted NACB National Standards;
- Comply with all requirements of membership that the NACB may adopt in the future; and
- Pay all applicable membership fees.
3. Member Benefits
NACB members in good standing shall be entitled to the following benefits:
- The right to participate in the development of the NACB’s National Standards;
- The right to access the NACB member online portal, which includes a directory of members as well as additional tools and resources, such as NACB Signals.
- The right to use the NACB logo on members’ website, at their place of business, and on their packaging, as state and local regulations allow; provided, however, that any business that the NACB judges, in the NACB’s sole discretion, to not be in good standing, shall not be permitted to use the NACB logo in any capacity;
- The right to be invited to exclusive meetings and events that will provide opportunities to network with leaders in industry, technology, banking, and regulation; and
- The right to participate in and benefit from discounts and/or discount programs that the NACB is able to secure.
4. Adoption of National Standards
The NACB will adopt National Standards to govern the conduct of its members and promote the NACB’s mission. National Standards will be drafted by working committees of a Standards Governance Board consisting of NACB members and other stakeholders, including relevant subject matter experts. National Standards will be circulated to all NACB members for comment prior to their adoption. Final adoption and promulgation of National Standards will be at the NACB’s sole discretion.
5. Enforcement of NACB’s Code of Conduct & National Standards; Access to Information
The NACB shall have the authority to conduct routine and event-driven monitoring and investigative activities of members to ensure continued compliance with membership obligations, including but not limited to compliance with the NACB Code of Conduct and NACB National Standards.
If the NACB judges, in its sole discretion, that a member is not in compliance with the NACB Code of Conduct and/or National Standards, the NACB may take any action it deems necessary to promote the NACB’s mission, including but not limited to the following:
- Revocation of membership;
- Suspension of membership; and
- Entering into a voluntary agreement with the member concerning remedial steps to be undertaken by the member as a condition of continued membership in the NACB.
Information related to actions taken by the NACB to enforce the NACB Code of Conduct or National Standards will be confidential unless disclosure of such information by the NACB is required by law, or the NACB believes in good faith that disclosure of such information is necessary to (a) conform to the edicts of the law or comply with legal process; or (b) protect or defend the rights, property, or safety of the NACB or others.
6. Term of Membership
You will become a member of the NACB effective upon the NACB’s full approval of your application for membership. Your membership in the NACB shall continue indefinitely for as long as you meet all the Member Obligations set forth in Section 2 of these Terms. You may terminate your membership at any point by providing written notice to the NACB. If you terminate your membership in the NACB, you will remain liable for all membership and other fees incurred prior to the termination of your membership.
7. No Legal, Tax or Investment Advice
You agree that the NACB is not a law firm or an attorney and does not provide legal advice or guidance. No attorney-client relationship or privilege is created between you and the NACB. Additionally, you agree that the NACB is not a financial or estate planner, investment or tax advisor. Neither the NACB nor the Services are intended to provide any financial planning, investment, legal, or tax advice.
During your Membership, the NACB may communicate general regulatory information regarding the cannabis industry, but you are solely responsible for determining whether a course of conduct is right for you. The NACB does not, through providing Membership, seek or solicit investments. You are solely responsible and liable for any and all financial, tax, investment or legal decisions you make or related agreement that you become a party to regardless of whether you use information provided by the NACB to assist you in making such decisions or entering into such agreement.
To the fullest extent permitted by applicable law, you release the NACB and its employees from responsibility, liability, claims, demands, and/or damages (actual and consequential) of every kind and nature, known and unknown, arising out of or related to your membership and the acts or omissions of third parties. You expressly waive any rights you may have under California Civil Code § 1542 as well as any other statute or common law principles that would otherwise limit the coverage of this release to include only those claims which you may know or suspect to exist in your favor at the time of agreeing to this release.
9. Dispute Resolution; Binding Arbitration
Please read the following section carefully because it requires you to arbitrate certain disputes and claims with the NACB and limits the manner in which you can seek relief from us. Except for small claims disputes in which you or the NACB seek to bring an individual action in small claims court located in the county of your billing address or disputes in which you or the NACB seeks injunctive or other equitable relief for the alleged unlawful use of intellectual property, you and the NACB waive your rights to a jury trial and to have any dispute arising out of or related to these Terms or your Membership in the NACB resolved in court. Instead, all disputes arising out of or relating to these Terms of Membership will be resolved through confidential binding arbitration held in Washington, D.C. in accordance with the Streamlined Arbitration Rules and Procedures (“Rules”) of the Judicial Arbitration and Mediation Services (“JAMS”), which are available on the JAMS website and hereby incorporated by reference. You either acknowledge and agree that you have read and understand the rules of JAMS or waive your opportunity to read the rules of JAMS and any claim that the rules of JAMS are unfair or should not apply for any reason.
You and the NACB agree that any dispute arising out of or related to these Terms or your Membership in the NACB is personal to you and the NACB and that any dispute will be resolved solely through individual arbitration and will not be brought as a class arbitration, class action or any other type of representative proceeding.
You and the NACB agree that these Terms and your Membership in the NACB affect interstate commerce and that the enforceability of this Section 9 will be substantively and procedurally governed by the Federal Arbitration Act, 9 U.S.C. § 1, et seq. (the “FAA”), to the maximum extent permitted by applicable law. As limited by the FAA, these Terms and the JAMS Rules, the arbitrator will have exclusive authority to make all procedural and substantive decisions regarding any dispute and to grant any remedy that would otherwise be available in court; provided, however, that the arbitrator does not have the authority to conduct a class arbitration or a representative action, which is prohibited by these Terms. The arbitrator may only conduct an individual arbitration and may not consolidate more than one individual’s claims, preside over any type of class or representative proceeding or preside over any proceeding involving more than one individual. You and the NACB agree that for any arbitration you initiate, you will pay the filing fee and the NACB will pay the remaining JAMS fees and costs. For any arbitration initiated by the NACB, the NACB will pay all JAMS fees and costs. You and the NACB agree that the local and federal courts of Colorado have exclusive jurisdiction over any appeals and the enforcement of an arbitration award.ANY CLAIM ARISING OUT OF OR RELATED TO THESE TERMS OR YOUR MEMBERSHIP IN THE NACB MUST BE FILED WITHIN ONE YEAR AFTER SUCH CLAIM AROSE; OTHERWISE, THE CLAIM IS PERMANENTLY BARRED, WHICH MEANS THAT YOU AND THE NACB WILL NOT HAVE THE RIGHT TO ASSERT THE CLAIM.
You have the right to opt out of binding arbitration within thirty (30) days of the date you first accepted the terms of this section by emailing firstname.lastname@example.org. In order to be effective, the opt-out notice must include your full name and clearly indicate your intent to opt out of binding arbitration. By opting out of binding arbitration, you are agreeing to resolve Disputes in accordance with Section 10.
10. Governing Law
These Terms and your Membership in the NACB will be governed by and construed and enforced in accordance with the laws of Colorado, without regard to conflict of law rules or principles (whether of Colorado or any other jurisdiction) that would cause the application of the laws of any other jurisdiction. Any dispute between the parties that is not subject to arbitration or cannot be heard in small claims court will be resolved in the local or federal courts of Colorado.
11. Changes to These Terms of Membership
We may make changes to these Terms of Membership from time to time. If we make changes, we will post the amended Terms of Membership and update the “Last Updated” date above. We may also attempt to notify you by sending an email notification or other means of communication. Unless we say otherwise in our notice, the amended Terms will be effective immediately, and your continued Membership after we provide notice will confirm your acceptance of the changes.
The failure of the NACB to exercise or enforce any right or provision of these Terms of Membership will not operate as a waiver of such right or provision. The section titles in these Terms are for convenience only and have no legal or contractual effect. Except as otherwise provided herein, these Terms are intended solely for the benefit of the parties and are not intended to confer third party beneficiary rights upon any other person or entity.
13. Binding Effect
The foregoing Terms of Membership shall be binding upon and inure to the benefit of the NACB and the Member, as well as their respective successors and permitted assigns.