Nuggy

These Terms of Service ("Terms") govern your access to and use of the nuggy.io website and the Nuggy pricing, inventory, and menu intelligence platform (together, the "Services"), provided by Nuggy ("Nuggy," "we," "us," or "our"). By accessing or using the Services, or by clicking to accept these Terms, you agree to be bound by them. If you are using the Services on behalf of a business, you represent that you have authority to bind that business, and "you" refers to that business.

Eligibility

The Services are intended solely for businesses and for individuals who are at least 21 years old and authorized to act on behalf of a cannabis retailer that is licensed and operating in compliance with all applicable state and local laws. You are responsible for ensuring that your use of the Services, and your pricing and business decisions, comply with the laws and regulations that apply to you. The Services are not intended for use where prohibited by law.

Description of the Services

Nuggy provides software that analyzes business and market data to deliver pricing recommendations, inventory analytics, menu intelligence, and related insights for cannabis retailers. The Services are currently offered on a pilot basis in Massachusetts and are being expanded over time. We may add, change, or remove features at any time.

Accounts

To use certain features, you must register for an account or be invited to one. You agree to provide accurate, current, and complete information, to keep it up to date, and to keep your login credentials confidential. You are responsible for all activity that occurs under your account and must notify us promptly of any unauthorized use.

Pilot, Subscriptions, and Fees

Access to the Services may be provided under a pilot, subscription, or other commercial arrangement described in a separate order, proposal, or agreement between you and Nuggy. Unless otherwise stated in such an arrangement, fees are billed as agreed, are exclusive of taxes, and are non-refundable except as required by law. We may change our fees on a prospective basis with reasonable notice.

Your Data and License to Nuggy

As between you and Nuggy, you retain all rights in the business and operational data you provide or connect to the Services ("Customer Data"). You grant Nuggy a non-exclusive, worldwide license to host, process, and use Customer Data to operate, provide, secure, and improve the Services for you and to perform our obligations. We may also create and use aggregated and de-identified data derived from Customer Data — which does not identify you or your business — for benchmarking, analytics, research, and improving and promoting the Services. You represent that you have the rights necessary to provide Customer Data and to grant this license.

Acceptable Use

You agree not to:

Use the Services in violation of any applicable law or regulation, or for any unlawful, infringing, or fraudulent purpose;
Copy, modify, distribute, sell, resell, sublicense, or create derivative works from the Services except as expressly permitted;
Reverse engineer, decompile, or attempt to derive the source code or underlying models of the Services, except to the extent this restriction is prohibited by law;
Use the Services to build a competing product, or scrape or extract data other than your own Customer Data;
Interfere with, disrupt, or attempt to gain unauthorized access to the Services or related systems; or
Upload or transmit malicious code or any content you do not have the right to provide.

Recommendations Are Advisory; No Professional Advice

The pricing, inventory, and menu recommendations and other outputs of the Services are informational and advisory only. You are solely responsible for reviewing, approving, and implementing any pricing or business decision, and Nuggy does not change your prices automatically. Nuggy does not provide legal, regulatory, compliance, tax, or accounting advice, and the Services are not a substitute for professional advice or your own judgment. We do not guarantee any particular results, revenue, margin, or outcome.

Intellectual Property

The Services, including all software, models, content, designs, and trademarks, are owned by Nuggy 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 access and use the Services for your internal business purposes during your authorized term. All rights not expressly granted are reserved.

Third-Party Services

The Services may interoperate with third-party services, such as POS and menu platforms, that you choose to connect. Your use of those third-party services is governed by their own terms, and Nuggy is not responsible for them. We do not warrant the availability or accuracy of any third-party service or data.

Disclaimer of Warranties

Except as expressly stated in a written agreement signed by Nuggy, the Services are provided on an "as is" and "as available" basis, without warranties of any kind, whether express, implied, or statutory, including implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement. We do not warrant that the Services will be uninterrupted, error-free, or secure, or that any data or output will be accurate or complete.

Limitation of Liability

To the maximum extent permitted by law, Nuggy and its officers, employees, and affiliates will not be liable for any indirect, incidental, special, consequential, or punitive damages, or for any loss of profits, revenue, data, or goodwill, arising out of or relating to the Services or these Terms, even if advised of the possibility of such damages. Our total liability for all claims relating to the Services will not exceed the greater of the amounts you paid Nuggy for the Services in the twelve months before the event giving rise to the claim, or one hundred U.S. dollars (US$100).

Indemnification

You agree to indemnify and hold harmless Nuggy and its officers, employees, and affiliates from and against any claims, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to your Customer Data, your use of the Services, or your violation of these Terms or of any law.

Term and Termination

These Terms apply while you use the Services. You may stop using the Services at any time. We may suspend or terminate your access at any time, with or without notice, if we believe you have violated these Terms or applicable law, or to protect the Services or other users. Upon termination, your right to use the Services ends; provisions that by their nature should survive — such as data licenses for aggregated data, disclaimers, limitations of liability, and indemnification — will survive.

Changes to the Services and These Terms

We may modify the Services or these Terms from time to time. If we make material changes to these Terms, we will update the "Last updated" date above and, where appropriate, provide additional notice. Your continued use of the Services after the changes take effect constitutes acceptance of the revised Terms.

Governing Law and Disputes

These Terms are governed by the laws of the Commonwealth of Massachusetts, without regard to its conflict-of-laws principles. You agree that the state and federal courts located in Massachusetts will have exclusive jurisdiction over any dispute arising out of or relating to these Terms or the Services, and you consent to personal jurisdiction and venue in those courts.

Miscellaneous

These Terms, together with any order or written agreement between you and Nuggy, are the entire agreement regarding the Services and supersede prior agreements on that subject. If any provision is found unenforceable, the remaining provisions will remain in effect. Our failure to enforce a right is not a waiver. You may not assign these Terms without our consent; we may assign them in connection with a merger, acquisition, or sale of assets.

Contact Us

Questions about these Terms can be sent to [email protected]. Nuggy is a Delaware corporation operating out of Massachusetts.