Terms of Service

1. Agreement to these terms

These Terms of Service ("Terms") are a binding agreement between CannaCtrl, Inc. ("CannaCtrl", "we", "us") and the business entity that subscribes to our services ("Customer", "you"). By signing an order form, creating an account, or using the Services, you accept these Terms.

If you are accepting these Terms on behalf of a company, you represent that you have authority to bind that company. If you do not have that authority, or do not agree, you may not use the Services.

Where a signed order form or master services agreement conflicts with these Terms, the signed document controls for the conflicting provision.

2. The Services

CannaCtrl provides a cloud-based commerce platform for licensed cannabis businesses, which may include point of sale, ecommerce, inventory, delivery dispatch and driver tooling, customer engagement, reporting, and related compliance workflows (collectively, the "Services"). The specific modules available to you are those identified in your order form.

We may modify, improve or discontinue features over time. We will not materially degrade the core functionality you subscribe to during a paid term without notice and, where a change is materially adverse to you, a right to terminate.

3. Eligibility and your compliance obligations

The Services are offered solely to businesses that are licensed and authorized to conduct cannabis operations in their jurisdiction, and to their authorized personnel. The Services are not offered to consumers.

You are responsible for your own regulatory compliance. That includes, without limitation:

• Holding and maintaining all licenses and permits required for your operations.
• Complying with state and local cannabis laws, including seed-to-sale reporting, purchase limits, delivery rules, packaging, labeling and advertising requirements.
• Verifying customer age and eligibility as required by law, including at the point of sale and at delivery.
• Configuring tax rates, purchase limits and compliance settings correctly for your jurisdiction, and reviewing them when regulations change.
• Ensuring your use of customer data, marketing and messaging complies with applicable privacy, consumer protection and anti-spam laws.

CannaCtrl provides tools that support compliance workflows. We do not provide legal, tax or regulatory advice, and the Services are not a substitute for your own compliance program or professional advice. Cannabis remains federally illegal in the United States; you acknowledge that risk is yours.

4. Accounts, users and security

You are responsible for the accuracy of your account information, for the activity of your authorized users, and for maintaining the confidentiality of credentials. You must assign each user their own account and promptly deactivate users who leave your business.

Notify us promptly at the contact address below if you suspect unauthorized access to your account.

5. Subscription, fees and billing

Subscriptions are month-to-month unless your order form states otherwise. There is no long-term commitment and no early termination penalty for month-to-month subscriptions.

Where we perform onboarding — data migration, configuration and staff training — billing for your subscription begins when your account is live and transacting, not on the date you sign.

Fees are stated in your order form and billed in advance for each monthly period unless otherwise agreed. Fees are exclusive of taxes, which you are responsible for except for taxes on our income.

We may change pricing on at least thirty (30) days' written notice, effective at your next billing period. If you do not accept a price change, you may terminate before it takes effect.

Amounts not paid when due may accrue interest as permitted by law, and we may suspend the Services for non-payment after giving you notice and a reasonable opportunity to cure.

6. Your data, and who owns it

As between the parties, you own all data you or your users submit to, or generate through, the Services — including product, inventory, transaction, customer and delivery records ("Customer Data"). We claim no ownership of it.

You grant us a limited license to host, process, transmit, back up and display Customer Data solely to provide and support the Services, to comply with law, and as otherwise permitted in our Privacy Policy.

You may export your Customer Data at any time during your subscription, at no additional charge. Following termination we will make your data available for export for at least thirty (30) days, after which we may delete it in the ordinary course, subject to any legally required retention.

We may generate aggregated, de-identified statistics from platform usage to operate, secure and improve the Services. Such data will not identify you, your customers, or your business.

7. Acceptable use

You agree not to, and not to permit any user to:

• Use the Services for any unlawful purpose, or in violation of your licenses or applicable cannabis regulations.
• Falsify compliance records, or use the Services to conceal or misreport regulated activity.
• Attempt to gain unauthorized access to the Services, other customers' data, or related systems.
• Reverse engineer, decompile or copy the Services, except to the extent that restriction is prohibited by law.
• Resell, sublicense or provide the Services to a third party except as expressly permitted in your order form.
• Upload malicious code, or use the Services in a manner that impairs their availability or integrity for others.

8. Third-party services

The Services integrate with third parties you choose to use — for example state traceability systems, payment processors, mapping and address services, and messaging providers. Those services are governed by their own terms, and we are not responsible for their acts, omissions, availability or fees.

If a third party changes or discontinues its service or interface, features that depend on it may be affected. We will use commercially reasonable efforts to maintain integrations we offer.

9. Intellectual property

The Services, including all software, interfaces, documentation and trademarks, are and remain our property and that of our licensors. We grant you a non-exclusive, non-transferable right to access and use the Services during your subscription, subject to these Terms.

If you send us feedback or suggestions, we may use them without obligation to you.

10. Confidentiality

Each party may receive non-public information of the other. The receiving party will protect it with at least reasonable care, use it only to perform under these Terms, and disclose it only to personnel and advisors with a need to know who are bound by comparable obligations.

This does not apply to information that is public through no fault of the receiving party, independently developed, or lawfully obtained from a third party. Disclosures required by law are permitted with reasonable advance notice where legally allowed.

11. Availability and support

We use commercially reasonable efforts to keep the Services available, and design certain workflows to continue operating during loss of connectivity, with synchronization when connectivity is restored. Availability commitments, if any, are set out in your order form or an applicable service level agreement.

Scheduled maintenance will be communicated in advance where practicable. Support channels and response targets are as described in your order form or our then-current support documentation.

12. Warranties and disclaimers

Each party warrants that it has the authority to enter into these Terms. We warrant that the Services will perform materially as described in our documentation during your subscription.

EXCEPT AS EXPRESSLY STATED, THE SERVICES ARE PROVIDED “AS IS” AND WE DISCLAIM ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT THEY WILL ENSURE YOUR REGULATORY COMPLIANCE.

13. Limitation of liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE OR DATA, EVEN IF ADVISED OF THE POSSIBILITY.

EACH PARTY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS WILL NOT EXCEED THE AMOUNTS PAID OR PAYABLE BY YOU TO US IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

These limitations do not apply to your payment obligations, either party's indemnification obligations, or liability that cannot be limited under applicable law.

14. Indemnification

We will defend you against third-party claims alleging that the Services, as provided by us and used in accordance with these Terms, infringe that third party's intellectual property rights, and will pay resulting damages finally awarded or agreed in settlement.

You will defend us against third-party claims arising from your Customer Data, your regulatory non-compliance, or your use of the Services in breach of these Terms, and will pay resulting damages finally awarded or agreed in settlement.

The indemnified party must give prompt notice, allow the indemnifying party to control the defense, and provide reasonable cooperation.

15. Term and termination

These Terms begin when you first accept them and continue while you have an active subscription. Month-to-month subscriptions may be terminated by either party effective at the end of the then-current monthly period.

Either party may terminate for material breach that remains uncured thirty (30) days after written notice. We may suspend the Services immediately where required by law, or where continued access presents a security risk.

On termination, your right to access the Services ends, you remain responsible for fees accrued through the effective date, and the data export rights described above apply. Provisions that by their nature should survive will survive.

16. Changes to these terms

We may update these Terms from time to time. If a change is material, we will provide reasonable advance notice — by email or in the product — before it takes effect. Continued use after the effective date constitutes acceptance. If you do not accept a material change, you may terminate before it takes effect.

17. Governing law and disputes

These Terms are governed by the laws of the State of California, without regard to conflict of law rules. The parties submit to the exclusive jurisdiction of the state and federal courts located in Los Angeles, California.

Before filing a claim, the parties will attempt in good faith to resolve the dispute through discussion between representatives with authority to settle.

18. General

These Terms, together with any order form and our Privacy Policy, are the entire agreement between the parties on this subject. If a provision is held unenforceable, the remainder stays in effect. Neither party may assign these Terms without the other's consent, except in connection with a merger or sale of substantially all assets. Failure to enforce a provision is not a waiver of it. Neither party is liable for delays caused by events beyond its reasonable control.

19. Contact

CannaCtrl, Inc., Los Angeles, CA. Legal notices: legal@cannactrl.com. General enquiries: info@cannactrl.com.