DRAFT v0.1 — FOR ATTORNEY REVIEW ONLY. NOT LEGAL ADVICE. NOT YET EFFECTIVE.
*Last updated: [EFFECTIVE DATE] · Version: 0.1-DRAFT*
DRAFTING NOTE (REMOVE BEFORE PUBLICATION): This is a comprehensive first draft prepared for review and finalization by Cannvas, LLC's counsel. It reflects general 2026 market practice for consumer application terms of use, including clickwrap acceptance, conspicuous risk-shifting provisions, and a mandatory arbitration / class-action-waiver framework with a 30-day opt-out. Bracketed placeholders must be completed. Cannabis is regulated at the state level and remains federally controlled; state-specific consumer-protection statutes, unconscionability doctrine, arbitration-provider rules (including mass-arbitration/batching procedures), and non-waivable consumer rights must be confirmed for each jurisdiction in which the Consumer Apps are made available before this document is finalized or made effective.
## ⚠ IMPORTANT — PLEASE READ CAREFULLY
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THESE CONSUMER TERMS OF USE CONTAIN A BINDING INDIVIDUAL-ARBITRATION AGREEMENT AND A CLASS-ACTION, COLLECTIVE-ACTION, AND JURY-TRIAL WAIVER (SECTION 19). BY ACCEPTING THESE TERMS OR BY ACCESSING OR USING THE CONSUMER APPS, YOU AGREE THAT DISPUTES BETWEEN YOU AND CANNVAS WILL BE RESOLVED BY INDIVIDUAL BINDING ARBITRATION, AND YOU WAIVE YOUR RIGHT TO A TRIAL BY JURY AND YOUR RIGHT TO PARTICIPATE IN A CLASS OR REPRESENTATIVE ACTION. YOU MAY OPT OUT OF ARBITRATION WITHIN 30 DAYS AS DESCRIBED IN SECTION 19.7.
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THE CONSUMER APPS ARE INFORMATIONAL SOFTWARE. CANNVAS DOES NOT SELL, DISTRIBUTE, DELIVER, OR DISPENSE CANNABIS, AND IS NOT A DISPENSARY OR RETAILER. PRODUCT-AVAILABILITY AND PRODUCT-CHEMISTRY INFORMATION MAY BE INACCURATE, OUTDATED, OR OUT OF STOCK, IS NOT MEDICAL OR HEALTH ADVICE, AND HAS NOT BEEN EVALUATED BY THE U.S. FOOD AND DRUG ADMINISTRATION. SEE SECTIONS 4, 5, 14, AND 15.
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THE CONSUMER APPS ARE STRICTLY FOR ADULTS 21 YEARS OF AGE OR OLDER (OR THE LEGAL AGE FOR ADULT-USE CANNABIS IN YOUR STATE, IF HIGHER). DO NOT USE THE CONSUMER APPS IF YOU DO NOT MEET THE AGE REQUIREMENT.
1.1 Agreement to these Terms. These Consumer Terms of Use (these "Terms") form a legally binding agreement between you ("you," "your," or "Consumer") and Cannvas, LLC, doing business as "Cannvas" ("Cannvas," "we," "us," or "our"), governing your access to and use of Cannvas's consumer-facing applications, websites, and features made available at cannvas.app and related domains and subdomains (collectively, the "Consumer Apps"), together with all associated software, content, and services (with the Consumer Apps, the "Service").
1.2 Clickwrap acceptance; how you accept. By (a) clicking or tapping a button or checkbox indicating acceptance (for example, "I agree," "I am 21 or older," "Create account," or "Continue"), (b) creating an account, or (c) otherwise accessing or using any part of the Consumer Apps, you acknowledge that you have read, understood, and agree to be bound by these Terms and by all documents incorporated by reference in Section 1.6. If you do not agree to these Terms, do not access or use the Consumer Apps. The action you take to accept is the legal equivalent of your handwritten signature and makes these Terms enforceable against you.
1.3 Age eligibility — 21+. THE CONSUMER APPS ARE INTENDED SOLELY FOR NATURAL PERSONS WHO ARE AT LEAST TWENTY-ONE (21) YEARS OF AGE, OR THE MINIMUM LEGAL AGE TO PURCHASE OR POSSESS ADULT-USE CANNABIS IN YOUR STATE OF RESIDENCE OR ACCESS IF THAT AGE IS HIGHER (THE "AGE REQUIREMENT"). By accessing or using the Consumer Apps, you represent and warrant that you meet the Age Requirement, that the information you provide about your age and location is true and accurate, and that you will not misrepresent your age. We may, but are not obligated to, use age-assurance, geolocation, identity-verification, or similar measures, and we may refuse, restrict, suspend, or terminate access if we reasonably believe you do not meet the Age Requirement. Cannvas does not knowingly permit any person under the Age Requirement to use the Consumer Apps.
1.4 Capacity and authority. You represent and warrant that you have the legal capacity to enter into these Terms, that you are not barred from using the Consumer Apps under the laws of the United States or any applicable jurisdiction, and that your use complies with all laws applicable to you, including the cannabis laws of your state and locality. Cannabis remains illegal under U.S. federal law and is legal only in certain states and only for persons who meet applicable requirements; you are solely responsible for determining and complying with the laws that apply to you.
1.5 Jurisdiction and geographic limits. The Consumer Apps are controlled and operated from the United States and are intended for use only in U.S. jurisdictions where adult-use cannabis and the display of the relevant information are lawful. We make no representation that the Consumer Apps or any Content are appropriate or available for use in any particular location, and access from jurisdictions where the Consumer Apps or any Content are illegal is prohibited.
1.6 Related agreements incorporated by reference. The following additional terms are incorporated into and made a part of these Terms, and your use of the corresponding features constitutes acceptance of them. In the event of a conflict, the more specific document controls for the feature it governs:
For purposes of these Terms, in addition to terms defined elsewhere:
3.1 What the Consumer Apps are. Cannvas is an ancillary cannabis-technology company. The Consumer Apps are informational software tools that currently include, and may in the future include, the following:
3.2 Cannvas is NOT a dispensary, retailer, or seller of cannabis. CANNVAS IS A PROVIDER OF INFORMATIONAL SOFTWARE ONLY. CANNVAS DOES NOT GROW, MANUFACTURE, DISTRIBUTE, SELL, DELIVER, DISPENSE, OR TAKE TITLE TO CANNABIS OR ANY CANNABIS PRODUCT; DOES NOT SET PRICES; DOES NOT MAINTAIN INVENTORY; AND DOES NOT ACT AS A DISPENSARY, RETAILER, BROKER, OR AGENT OF ANY DISPENSARY, PRODUCER, OR CONSUMER. The Consumer Apps do not facilitate the purchase, ordering, reservation, payment for, or delivery of cannabis or any cannabis product. Any transaction you enter into for cannabis is solely between you and a licensed dispensary or retailer, subject to that seller's own terms, and Cannvas is not a party to and has no responsibility or liability for any such transaction.
3.3 No endorsement. References to, or the display of, any producer, dispensary, brand, product, or third party in the Consumer Apps do not constitute an endorsement, recommendation, sponsorship, certification, or guarantee by Cannvas.
3.4 Reflect-not-author. Much of the Content in the Consumer Apps is Reflected Data. Cannvas endeavors to reflect such data accurately but does not author, control, independently verify, or guarantee the underlying data, which may change without notice and over which Cannvas has no control.
4.1 Nature of the "Where to Buy" data. The "Where to Buy" feature displays Reflected Data indicating that a producer's products were, at some past point reflected in regulatory transfer records, transferred to a particular licensed dispensary. THIS INFORMATION IS HISTORICAL AND INDICATIVE ONLY. IT IS NOT A REAL-TIME, LIVE, OR VERIFIED REPRESENTATION OF CURRENT INVENTORY, SHELF STOCK, PRICE, POTENCY, OR AVAILABILITY.
4.2 The information may be wrong or out of stock. YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT AVAILABILITY, PRODUCT, PRICING, POTENCY, AND LOCATION INFORMATION IN THE CONSUMER APPS MAY BE INACCURATE, INCOMPLETE, OUTDATED, DELAYED, OR OUT OF STOCK; THAT A PRODUCT SHOWN MAY NO LONGER BE, OR MAY NEVER HAVE BEEN, ON ANY DISPENSARY'S SHELF; AND THAT PRODUCTS MAY HAVE BEEN SOLD, RECALLED, RELABELED, REPACKAGED, OR REMOVED. Cannvas does not guarantee that any product is currently available, in stock, offered at any particular price, or sold at any particular location.
4.3 Verify directly with the dispensary. BEFORE RELYING ON ANY AVAILABILITY, PRICE, OR PRODUCT INFORMATION — AND BEFORE TRAVELING TO OR TRANSACTING WITH ANY DISPENSARY — YOU MUST CONFIRM CURRENT AVAILABILITY, PRICE, POTENCY, AND PRODUCT DETAILS DIRECTLY WITH THE DISPENSARY. CANNVAS IS NOT RESPONSIBLE OR LIABLE FOR ANY LOSS, COST, WASTED TRIP, OR OTHER DAMAGE ARISING FROM YOUR RELIANCE ON AVAILABILITY OR PRODUCT INFORMATION IN THE CONSUMER APPS.
4.4 No control over dispensaries. Dispensaries are independent third parties. Cannvas does not control and is not responsible for any dispensary's inventory, pricing, hours, conduct, compliance, product quality, or fulfillment of any transaction.
5.1 Informational and sensory only. The Consumer Apps may display product-chemistry and sensory information, including cannabinoid (e.g., THC) content, terpene profiles, aroma and flavor descriptors, and similar attributes, as well as AI Outputs derived from that information. ALL SUCH INFORMATION IS PROVIDED FOR GENERAL INFORMATIONAL AND SENSORY-EDUCATION PURPOSES ONLY.
5.2 No medical, health, or efficacy claims. NOTHING IN THE CONSUMER APPS IS INTENDED TO BE, AND NOTHING SHOULD BE CONSTRUED AS, MEDICAL, HEALTH, THERAPEUTIC, CLINICAL, DIAGNOSTIC, DOSING, OR PROFESSIONAL ADVICE, OR AS A CLAIM REGARDING THE SAFETY, EFFICACY, BENEFITS, OR EFFECTS OF ANY PRODUCT. NO STATEMENT IN THE CONSUMER APPS IS A REPRESENTATION THAT ANY PRODUCT WILL DIAGNOSE, TREAT, CURE, MITIGATE, PREVENT, OR AFFECT ANY DISEASE, CONDITION, SYMPTOM, OR STATE OF MIND.
5.3 Not FDA-evaluated. THE STATEMENTS AND INFORMATION IN THE CONSUMER APPS HAVE NOT BEEN EVALUATED BY THE U.S. FOOD AND DRUG ADMINISTRATION (FDA). CANNABIS PRODUCTS ARE NOT APPROVED BY THE FDA AND ARE NOT INTENDED TO DIAGNOSE, TREAT, CURE, MITIGATE, OR PREVENT ANY DISEASE.
5.4 Individual results vary; third-party lab data. INDIVIDUAL EXPERIENCES AND RESPONSES VARY. LABORATORY, POTENCY, AND CHEMISTRY DATA ORIGINATE WITH THIRD-PARTY LABORATORIES, PRODUCERS, OR REGULATORY SOURCES; MAY BE INACCURATE, INCOMPLETE, OR OUTDATED; AND ARE NOT INDEPENDENTLY VERIFIED BY CANNVAS.
5.5 Consult a professional; use responsibly. DO NOT USE THE CONSUMER APPS AS A SUBSTITUTE FOR ADVICE FROM A QUALIFIED PHYSICIAN, PHARMACIST, OR OTHER LICENSED PROFESSIONAL. CONSULT A HEALTHCARE PROFESSIONAL BEFORE USING ANY CANNABIS PRODUCT, ESPECIALLY IF YOU ARE PREGNANT OR NURSING, HAVE A MEDICAL CONDITION, OR TAKE MEDICATION. Cannabis may impair the ability to operate a vehicle or machinery; do not drive or operate machinery while impaired. Keep cannabis products away from children and pets.
6.1 Account registration. Certain features require you to create an account. You agree to provide accurate, current, and complete information and to keep it updated.
6.2 One account per person. You may maintain only one (1) account, and accounts are personal to you and may not be shared, sold, or transferred. We may refuse, reclaim, suspend, or remove accounts, usernames, or duplicate or fraudulent registrations in our reasonable discretion.
6.3 Credentials and responsibility. You are responsible for safeguarding your login credentials and for all activity that occurs under your account, whether or not authorized by you. You agree to notify us promptly at [email protected] of any unauthorized use or suspected breach of security. We are not liable for any loss arising from unauthorized use of your account to the extent permitted by applicable law.
7.1 General. You agree to use the Consumer Apps only for lawful purposes, in compliance with these Terms and all applicable laws, and only where cannabis and the relevant Content are legal.
7.2 Prohibited conduct. You agree that you will not, and will not attempt to, and will not assist or permit any person to:
7.3 Enforcement. We may investigate and take any action we deem appropriate for suspected violations, including removing Content, suspending or terminating access, and reporting to authorities, without liability to you and without limiting our other remedies.
8.1 Your responsibility. You are solely responsible for your User Content and represent that you have all rights necessary to submit it and that it is accurate, lawful, and does not violate these Terms or any third-party rights.
8.2 License to Cannvas. You grant Cannvas a worldwide, non-exclusive, royalty-free, sublicensable, and transferable license to host, store, reproduce, modify (for formatting), publish, publicly display, distribute, and otherwise use your User Content in connection with operating, promoting, and improving the Service, to the extent permitted by the Privacy Policy and applicable law. This license survives termination with respect to User Content you made publicly available or that others have shared, subject to the Ratings/UGC Terms.
8.3 No obligation to monitor; moderation. We are not obligated to monitor User Content but may review, screen, moderate, edit, refuse, or remove any User Content at our discretion, without liability. Ratings and reviews reflect the views of the users who submit them, not Cannvas.
8.4 Governing document. Your submission of ratings, reviews, and other User Content is additionally governed by the Ratings / User-Generated Content Terms & Community Guidelines, which are incorporated by reference. In case of conflict regarding User Content, those terms control.
If and when Cannvas offers a loyalty or rewards program, your participation is voluntary and governed by the separate Loyalty Program Terms, which are incorporated by reference. Loyalty points, rewards, and benefits have no cash value, are not property, may be modified, limited, or discontinued at any time to the extent permitted by law, and confer no right to purchase cannabis from Cannvas (which does not sell cannabis). In case of conflict regarding the loyalty program, the Loyalty Program Terms control.
Certain Content, including product descriptors, classifications, aroma/flavor profiles, and summaries, may constitute AI Outputs generated in whole or in part by automated or machine-learning systems. AI OUTPUTS MAY BE INCOMPLETE, INACCURATE, OR MISLEADING, MAY NOT REFLECT THE MOST CURRENT INFORMATION, AND ARE PROVIDED FOR INFORMATIONAL AND SENSORY PURPOSES ONLY — THEY ARE NOT MEDICAL, HEALTH, OR PROFESSIONAL ADVICE AND SHOULD NOT BE RELIED UPON AS A STATEMENT OF FACT. Your use of AI Outputs is additionally governed by the AI Disclosure & Disclaimer, incorporated by reference. In case of conflict regarding AI Outputs, that document controls.
11.1 Cannvas IP. The Consumer Apps and all Content (other than User Content and third-party or Reflected Data), including all software, design, text, graphics, logos, trademarks, service marks, trade dress, and the selection, arrangement, and compilation thereof, are owned by or licensed to Cannvas and are protected by intellectual-property and other laws. "Cannvas" and associated names and logos are trademarks of Cannvas. All rights not expressly granted are reserved.
11.2 License to you. Subject to your compliance with these Terms, Cannvas grants you a limited, personal, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Consumer Apps for your own personal, non-commercial use. You obtain no ownership interest in the Consumer Apps or Content.
11.3 Feedback. If you provide suggestions or feedback, you grant Cannvas a perpetual, irrevocable, worldwide, royalty-free license to use it for any purpose without obligation to you.
The Consumer Apps may reference or link to third-party websites, dispensaries, producers, laboratories, and data sources (including regulatory and track-and-trace systems from which Reflected Data is derived). Cannvas does not control and is not responsible for such third parties, their content, availability, accuracy, products, or practices. Your dealings with any third party are solely between you and that third party.
Your use of the Consumer Apps is subject to the Cannvas Privacy Policy, incorporated by reference, which describes how we collect, use, disclose, and protect information, including any age-assurance and location information. By using the Consumer Apps, you acknowledge the collection, use, and disclosure of information as described in the Privacy Policy.
14.1 As is; as available. THE CONSUMER APPS, THE SERVICE, ALL CONTENT (INCLUDING REFLECTED DATA, PRODUCT-CHEMISTRY AND SENSORY DATA, RATINGS, AND AI OUTPUTS), AND EVERYTHING MADE AVAILABLE THROUGH THEM ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND.
14.2 No warranties. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, CANNVAS AND ITS AFFILIATES, LICENSORS, AND SERVICE PROVIDERS (THE "CANNVAS PARTIES") EXPRESSLY DISCLAIM ALL WARRANTIES AND CONDITIONS, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, ACCURACY, AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE.
14.3 No warranty as to accuracy or availability. THE CANNVAS PARTIES DO NOT WARRANT THAT THE CONSUMER APPS OR ANY CONTENT WILL BE ACCURATE, RELIABLE, COMPLETE, CURRENT, LEGAL IN YOUR JURISDICTION, UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; THAT DEFECTS WILL BE CORRECTED; OR THAT THE SERVICE IS FREE OF VIRUSES OR HARMFUL COMPONENTS. WITHOUT LIMITING SECTIONS 4 AND 5, THE CANNVAS PARTIES DISCLAIM ALL WARRANTIES REGARDING PRODUCT AVAILABILITY, PRICING, POTENCY, LOCATION, AND CHEMISTRY, AND REGARDING ANY MEDICAL, HEALTH, OR EFFICACY MATTER.
14.4 No advice. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM CANNVAS OR THROUGH THE SERVICE, CREATES ANY WARRANTY NOT EXPRESSLY STATED HEREIN.
14.5 Non-waivable rights. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR CONDITIONS, SO SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. IN THAT CASE, SUCH WARRANTIES ARE LIMITED TO THE MINIMUM SCOPE AND DURATION PERMITTED BY APPLICABLE LAW, AND NOTHING IN THESE TERMS LIMITS ANY NON-WAIVABLE STATUTORY OR CONSUMER-PROTECTION RIGHT YOU MAY HAVE.
15.1 Exclusion of certain damages. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL THE CANNVAS PARTIES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, GOODWILL, DATA, OR BUSINESS OPPORTUNITY, OR FOR ANY WASTED TIME, TRAVEL, OR EXPENDITURE, ARISING OUT OF OR RELATING TO THESE TERMS OR THE CONSUMER APPS, WHETHER BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER THEORY, AND WHETHER OR NOT THE CANNVAS PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
15.2 Aggregate cap. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE CANNVAS PARTIES' TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS OR THE CONSUMER APPS WILL NOT EXCEED THE GREATER OF (A) THE TOTAL AMOUNT YOU PAID TO CANNVAS FOR THE CONSUMER APPS IN THE TWELVE (12) MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM, OR (B) ONE HUNDRED U.S. DOLLARS (US$100). YOU ACKNOWLEDGE THAT THE CONSUMER APPS ARE GENERALLY PROVIDED WITHOUT CHARGE AND THAT THIS LIMITATION REFLECTS A REASONABLE ALLOCATION OF RISK AND IS AN ESSENTIAL BASIS OF THE BARGAIN.
15.3 Essential purpose. THE LIMITATIONS IN THIS SECTION 15 APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
15.4 Non-waivable liability. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES, SO SOME OR ALL OF THE ABOVE MAY NOT APPLY TO YOU. NOTHING IN THESE TERMS EXCLUDES OR LIMITS LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW, INCLUDING LIABILITY FOR FRAUD, GROSS NEGLIGENCE, OR WILLFUL MISCONDUCT, OR ANY NON-WAIVABLE CONSUMER-PROTECTION RIGHT.
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, YOU AGREE TO DEFEND, INDEMNIFY, AND HOLD HARMLESS THE CANNVAS PARTIES AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS FROM AND AGAINST ANY AND ALL CLAIMS, DEMANDS, ACTIONS, LOSSES, LIABILITIES, DAMAGES, COSTS, AND EXPENSES (INCLUDING REASONABLE ATTORNEYS' FEES) ARISING OUT OF OR RELATING TO: (A) YOUR ACCESS TO OR USE OR MISUSE OF THE CONSUMER APPS; (B) YOUR USER CONTENT; (C) YOUR VIOLATION OF THESE TERMS OR ANY INCORPORATED DOCUMENT; (D) YOUR VIOLATION OF ANY LAW OR OF ANY THIRD-PARTY RIGHT, INCLUDING ANY MISREPRESENTATION OF AGE OR ELIGIBILITY; OR (E) YOUR CANNABIS-RELATED CONDUCT OR TRANSACTIONS WITH ANY DISPENSARY OR THIRD PARTY. Cannvas may assume the exclusive defense and control of any matter subject to indemnification, and you agree to cooperate. You may not settle any matter affecting the Cannvas Parties without our prior written consent.
17.1 By you. You may stop using the Consumer Apps at any time and may request deletion of your account as described in the Privacy Policy.
17.2 By Cannvas. We may suspend, restrict, or terminate your access to the Consumer Apps, in whole or in part, at any time and for any reason, with or without notice, including if we reasonably believe you have violated these Terms, do not meet the Age Requirement, or pose a risk to Cannvas, other users, or third parties.
17.3 Effect of termination. Upon termination, your license to use the Consumer Apps ends and you must cease all use. Sections and provisions that by their nature should survive termination will survive, including Sections 2, 3.2, 4, 5, 8.2, 11, 14, 15, 16, 18.3, 19, and 20.
18.1 Changes to the Consumer Apps. We may modify, suspend, or discontinue the Consumer Apps or any feature (including "Where to Buy," Ratings, or the Loyalty Program), in whole or in part, at any time, with or without notice, and without liability.
18.2 Changes to these Terms. We may update these Terms from time to time. We will post the updated Terms with a revised "Last updated" date and, for material changes, provide reasonable advance notice by a method we reasonably select (for example, in-app notice or email) and, where appropriate or required, request your renewed acceptance (re-acceptance).
18.3 Your acceptance of changes. CHANGES ARE EFFECTIVE WHEN POSTED OR ON THE DATE STATED IN THE NOTICE. YOUR CONTINUED USE OF THE CONSUMER APPS AFTER CHANGES BECOME EFFECTIVE CONSTITUTES YOUR ACCEPTANCE OF THE UPDATED TERMS. IF YOU DO NOT AGREE, YOU MUST STOP USING THE CONSUMER APPS. Changes to the arbitration provisions in Section 19 are addressed in Section 19.9.
PLEASE READ THIS SECTION 19 CAREFULLY. IT REQUIRES YOU AND CANNVAS TO RESOLVE DISPUTES THROUGH INDIVIDUAL BINDING ARBITRATION, WAIVES YOUR RIGHT TO A JURY TRIAL AND TO PARTICIPATE IN CLASS OR REPRESENTATIVE ACTIONS, AND LIMITS HOW YOU CAN SEEK RELIEF. YOU MAY OPT OUT UNDER SECTION 19.7.
19.1 Governing law. These Terms and any Dispute are governed by the laws of the State of Michigan, without regard to conflict-of-laws rules, except that the Federal Arbitration Act ("FAA") governs the interpretation and enforcement of the arbitration provisions in this Section 19.
19.2 Definition of "Dispute." "Dispute" means any claim, dispute, or controversy between you and Cannvas arising out of or relating in any way to these Terms, the Consumer Apps, the Service, any Content, or your relationship with Cannvas, whether based in contract, tort, statute, fraud, misrepresentation, or any other theory, and whether arising before, during, or after these Terms.
19.3 Informal resolution first. BEFORE INITIATING ARBITRATION, YOU AND CANNVAS AGREE TO ATTEMPT TO RESOLVE ANY DISPUTE INFORMALLY FOR AT LEAST SIXTY (60) DAYS. To begin, you must send a written notice of Dispute to [NOTICE ADDRESS] (and, for Cannvas-initiated Disputes, we will send it to your account email) describing the Dispute and the relief sought. The parties will negotiate in good faith. This informal-resolution requirement is a condition precedent to arbitration, and the 60-day period tolls any applicable limitations period.
19.4 Binding arbitration. IF THE DISPUTE IS NOT RESOLVED WITHIN 60 DAYS, YOU AND CANNVAS AGREE THAT THE DISPUTE WILL BE RESOLVED SOLELY BY FINAL AND BINDING INDIVIDUAL ARBITRATION, AND NOT IN COURT, EXCEPT AS PROVIDED IN SECTIONS 19.6 AND 19.7. The arbitration will be administered by [ARBITRATION PROVIDER — e.g., the American Arbitration Association (AAA)] under its then-current consumer arbitration rules and, where applicable, its mass-arbitration/multiple-case procedures, as modified by these Terms. The arbitrator has exclusive authority to resolve all threshold and merits issues, including the arbitrability, scope, enforceability, and formation of this arbitration agreement, except that a court decides the enforceability of the Class-Action Waiver in Section 19.5. Judgment on the award may be entered in any court of competent jurisdiction. [NOTE TO COUNSEL: confirm current provider, rules, fee-allocation and mass-arbitration/batching or bellwether procedures, and any applicable filing-fee thresholds before finalizing.]
19.5 Class-action, collective-action, and representative-action waiver. YOU AND CANNVAS 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 OR JOIN THE CLAIMS OF MORE THAN ONE PERSON AND MAY NOT PRESIDE OVER ANY CLASS OR REPRESENTATIVE PROCEEDING, AND MAY AWARD RELIEF ONLY TO YOU INDIVIDUALLY. IF THIS CLASS-ACTION WAIVER IS FOUND UNENFORCEABLE AS TO A PARTICULAR CLAIM OR REQUEST FOR RELIEF, THEN THAT CLAIM OR REQUEST (AND ONLY THAT CLAIM OR REQUEST) WILL BE SEVERED AND BROUGHT IN A COURT OF COMPETENT JURISDICTION, AND ALL OTHER CLAIMS WILL BE ARBITRATED.
19.6 Exceptions. NOTWITHSTANDING THE FOREGOING, EITHER PARTY MAY (A) BRING AN INDIVIDUAL CLAIM IN SMALL-CLAIMS COURT IF IT QUALIFIES, AND (B) SEEK INJUNCTIVE OR OTHER EQUITABLE RELIEF IN A COURT OF COMPETENT JURISDICTION TO PREVENT ACTUAL OR THREATENED INFRINGEMENT OR MISUSE OF INTELLECTUAL PROPERTY OR CONFIDENTIAL INFORMATION. NOTHING IN THIS SECTION WAIVES ANY RIGHT TO PURSUE RELIEF BEFORE A GOVERNMENT AGENCY, OR ANY NON-WAIVABLE STATUTORY RIGHT (INCLUDING, WHERE APPLICABLE, PUBLIC-INJUNCTIVE-RELIEF OR REPRESENTATIVE CLAIMS THAT MAY NOT BE WAIVED UNDER APPLICABLE LAW).
19.7 Your right to opt out of arbitration (30 days). YOU MAY OPT OUT OF THIS ARBITRATION AGREEMENT (SECTIONS 19.4 AND 19.5) WITHIN THIRTY (30) DAYS AFTER YOU FIRST ACCEPT THESE TERMS BY SENDING A WRITTEN OPT-OUT NOTICE TO [NOTICE ADDRESS] OR [email protected] THAT STATES YOUR NAME, THE EMAIL OR ACCOUNT ASSOCIATED WITH YOUR USE, AND A CLEAR STATEMENT THAT YOU WISH TO OPT OUT OF ARBITRATION. IF YOU TIMELY OPT OUT, SECTIONS 19.4 AND 19.5 WILL NOT APPLY TO YOU, AND DISPUTES WILL BE RESOLVED IN COURT UNDER SECTIONS 19.1 AND 19.8. OPTING OUT OF ARBITRATION DOES NOT AFFECT ANY OTHER PROVISION OF THESE TERMS, INCLUDING THE JURY WAIVER IN SECTION 19.10.
19.8 Jury and venue for non-arbitrable matters. FOR ANY DISPUTE NOT SUBJECT TO ARBITRATION (INCLUDING IF YOU OPT OUT OR IF A CLAIM IS SEVERED), YOU AND CANNVAS AGREE TO THE EXCLUSIVE JURISDICTION AND VENUE OF THE STATE AND FEDERAL COURTS LOCATED IN [VENUE COUNTY], Michigan, AND EACH PARTY CONSENTS TO PERSONAL JURISDICTION THERE AND WAIVES ANY OBJECTION BASED ON INCONVENIENT FORUM.
19.9 Time limit to bring a claim. TO THE EXTENT PERMITTED BY APPLICABLE LAW, ANY DISPUTE MUST BE FILED WITHIN ONE (1) YEAR AFTER IT ACCRUES, OR IT IS PERMANENTLY BARRED.
19.10 Jury-trial waiver. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, YOU AND CANNVAS EACH WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHT TO SUE IN COURT BEFORE A JUDGE OR JURY AND TO HAVE A TRIAL BY JURY.
19.11 Changes to this Section. If Cannvas makes a material change to this Section 19 after you accept these Terms, you may reject the change within thirty (30) days by written notice to [NOTICE ADDRESS], in which case the most recent version you accepted before the change will govern Disputes between you and Cannvas.
19.12 Severability of this Section. Except as stated in Section 19.5, if any part of this Section 19 is found unenforceable, that part will be severed and the remainder will continue in effect.
20.1 Entire agreement. These Terms, together with the documents incorporated by reference in Section 1.6, constitute the entire agreement between you and Cannvas regarding the Consumer Apps and supersede all prior agreements and understandings on that subject.
20.2 Severability. If any provision of these Terms is held invalid or unenforceable, that provision will be enforced to the maximum extent permissible and the remaining provisions will remain in full force and effect.
20.3 No waiver. Cannvas's failure to enforce any provision is not a waiver of its right to do so later. Any waiver must be in writing to be effective.
20.4 Assignment. You may not assign or transfer these Terms or any rights or obligations without Cannvas's prior written consent, and any attempted assignment is void. Cannvas may freely assign these Terms, including in connection with a merger, acquisition, reorganization, or sale of assets.
20.5 No third-party beneficiaries. Except for the Cannvas Parties (who are intended beneficiaries of Sections 14, 15, and 16), these Terms create no third-party-beneficiary rights.
20.6 Force majeure. Cannvas is not liable for any failure or delay resulting from causes beyond its reasonable control, including acts of God, outages, labor disputes, changes in law or regulation, and third-party or governmental data-source failures.
20.7 Relationship of the parties. You and Cannvas are independent contractors. These Terms create no partnership, joint venture, agency, franchise, or employment relationship.
20.8 Survival. Provisions that by their nature should survive termination will survive as set out in Section 17.3.
20.9 Electronic communications and notices. You consent to receive communications from us electronically, and you agree that electronic communications satisfy any legal requirement that a communication be in writing. Legal notices to Cannvas must be sent to [NOTICE ADDRESS], with a copy to [email protected]. We may provide notices to you via the Consumer Apps, the email associated with your account, or other reasonable means.
20.10 Contact. Questions about these Terms may be directed to [email protected] or [NOTICE ADDRESS].
*Cannvas, LLC, d/b/a "Cannvas." These Consumer Terms of Use are a DRAFT (Version 0.1-DRAFT) provided for attorney review only, are not legal advice, and are not yet effective. Do not publish, distribute, or rely on this document until it has been reviewed, completed, and approved by qualified counsel and a final Effective Date has been set.*