DRAFT v0.1 — FOR ATTORNEY REVIEW ONLY. NOT LEGAL ADVICE. NOT YET EFFECTIVE.
Last updated: [EFFECTIVE DATE] · Version: 0.1-DRAFT
Drafting note to counsel: This Notice is intended to be a protective, standalone disclosure incorporated by reference into the Cannvas Terms of Service, and, where appropriate, surfaced at onboarding and/or acknowledged by Organizations. Confirm whether an affirmative click-through acknowledgment is desired (Section 12) and reconcile the risk factors against the final Terms of Service, Privacy Policy, and any investor/regulatory disclosures.
1.1. This Federal Cannabis Status & Risk Notice (this "Notice") is provided by Cannvas, LLC (d/b/a "Cannvas," "we," "us," or "our") to all users of its software, websites, applications, and related services (the "Service," which includes the "Dashboard" for licensed operators and the "Consumer Apps").
1.2. By accessing or using the Service, each Organization, Authorized User, and Consumer (collectively, "you" or "users") acknowledges that it has read, understood, and accepted this Notice. Capitalized terms not defined here have the meanings given in the Cannvas Terms of Service and are used consistently with the Cannvas Acceptable Use Policy and DMCA/Copyright Policy.
2.1. CANNABIS (MARIJUANA) IS CLASSIFIED AS A SCHEDULE I CONTROLLED SUBSTANCE UNDER THE FEDERAL CONTROLLED SUBSTANCES ACT, 21 U.S.C. § 801 ET SEQ. THE CULTIVATION, MANUFACTURE, DISTRIBUTION, DISPENSING, SALE, TRANSPORT, AND POSSESSION OF CANNABIS REMAIN ILLEGAL UNDER FEDERAL LAW, AND MAY GIVE RISE TO CRIMINAL AND CIVIL LIABILITY, REGARDLESS OF ANY STATE OR LOCAL LAW THAT PURPORTS TO AUTHORIZE, LEGALIZE, DECRIMINALIZE, OR REGULATE SUCH ACTIVITY.
2.2. STATE-LAW LEGALIZATION OR REGULATION DOES NOT CHANGE THE FEDERAL STATUS OF CANNABIS. CONDUCT THAT IS PERMITTED UNDER STATE LAW MAY NONETHELESS VIOLATE FEDERAL LAW. FEDERAL ENFORCEMENT PRIORITIES, GUIDANCE, AND POLICIES MAY CHANGE AT ANY TIME, WITH OR WITHOUT NOTICE.
3.1. Cannvas is an ancillary software and technology provider. Cannvas provides planning, analytics, sales-support, informational, and related software tools. CANNVAS DOES NOT AND WILL NOT GROW, CULTIVATE, PRODUCE, MANUFACTURE, PROCESS, HANDLE, POSSESS, PACKAGE, TEST, SELL, PURCHASE, DISTRIBUTE, DELIVER, OR TRANSPORT CANNABIS OR ANY CANNABIS PRODUCT, AND DOES NOT TAKE TITLE TO, OR OWNERSHIP OF, ANY CANNABIS OR CANNABIS PRODUCT.
3.2. The Service reflects and organizes information; it does not itself effect any cannabis transaction. Any cannabis-related activity is conducted solely by and between users and their counterparties, off the Service, and is subject to their own licenses, systems of record, and legal obligations.
4.1. CANNVAS DOES NOT PROVIDE LEGAL, REGULATORY, COMPLIANCE, TAX, ACCOUNTING, MEDICAL, OR OTHER PROFESSIONAL ADVICE. NOTHING IN THE SERVICE, IN ANY AI OUTPUT, OR IN THIS NOTICE CONSTITUTES SUCH ADVICE OR SHOULD BE RELIED UPON AS SUCH.
4.2. CANNVAS MAKES NO REPRESENTATION, WARRANTY, OR GUARANTEE THAT ANY USER'S BUSINESS, PRODUCT, TRANSACTION, CONTENT, OR ACTIVITY IS OR WILL BE LAWFUL, LICENSED, COMPLIANT, OR PERMITTED UNDER ANY FEDERAL, STATE, LOCAL, TRIBAL, OR FOREIGN LAW. YOU SHOULD CONSULT YOUR OWN QUALIFIED LEGAL AND COMPLIANCE PROFESSIONALS BEFORE ACTING.
5.1. EACH ORGANIZATION AND USER IS SOLELY AND EXCLUSIVELY RESPONSIBLE FOR OBTAINING AND MAINTAINING ALL LICENSES, PERMITS, REGISTRATIONS, AND APPROVALS REQUIRED FOR ITS ACTIVITIES, AND FOR COMPLYING WITH ALL APPLICABLE FEDERAL, STATE, LOCAL, TRIBAL, AND FOREIGN LAWS, REGULATIONS, ORDINANCES, LICENSING CONDITIONS, AND REPORTING AND SEED-TO-SALE TRACKING OBLIGATIONS.
5.2. Each party to any cannabis-related activity is independently responsible for its own compliance. Nothing in this Notice, the Service, or the Terms of Service creates any partnership, joint venture, agency, or fiduciary relationship between Cannvas and any user, or makes Cannvas responsible for any user's compliance.
6.1. YOU ACKNOWLEDGE AND ASSUME THE RISKS ASSOCIATED WITH THE CANNABIS INDUSTRY, INCLUDING WITHOUT LIMITATION THE FOLLOWING. THESE RISKS ARE YOURS ALONE TO EVALUATE AND MANAGE.
6.2. THE FOREGOING IS A SUMMARY AND IS NOT EXHAUSTIVE. OTHER RISKS, KNOWN AND UNKNOWN, MAY APPLY.
7.1. CANNVAS DOES NOT FACILITATE, AND DOES NOT INTEND TO FACILITATE, ANY VIOLATION OF FEDERAL, STATE, LOCAL, TRIBAL, OR FOREIGN LAW. NOTHING IN THE SERVICE, IN ANY AI OUTPUT, IN THIS NOTICE, OR IN ANY COMMUNICATION FROM CANNVAS IS INTENDED TO BE, OR SHOULD BE CONSTRUED AS, AN OFFER, ENCOURAGEMENT, SOLICITATION, OR INDUCEMENT TO ENGAGE IN ANY ACTIVITY THAT VIOLATES ANY LAW, INCLUDING FEDERAL LAW.
7.2. The Service is intended to be used only for lawful purposes and only by users acting in compliance with all applicable laws and licensing requirements. Any use of the Service to facilitate the sale or transfer of cannabis to minors, to transact in unlawful jurisdictions, or otherwise in violation of law is strictly prohibited under the Cannvas Acceptable Use Policy.
8.1. You represent and warrant that you are of legal age in your jurisdiction and are legally permitted to access and use the Service and any related products, and that your access and use comply with all laws applicable to you.
9.1. Any recommendations, insights, scores, projections, or other machine-generated outputs made available through the Service ("AI Outputs") are provided for informational and decision-support purposes only. AI OUTPUTS MAY BE INCOMPLETE, INACCURATE, OR OUT OF DATE, ARE NOT PROFESSIONAL ADVICE, AND MUST NOT BE RELIED UPON AS THE SOLE OR PRIMARY BASIS FOR ANY REGULATED, LEGAL, FINANCIAL, TAX, SAFETY, MEDICAL, OR OTHER CONSEQUENTIAL DECISION. YOU ARE SOLELY RESPONSIBLE FOR INDEPENDENTLY VERIFYING INFORMATION AND FOR ALL DECISIONS YOU MAKE.
10.1. YOU KNOWINGLY AND VOLUNTARILY ASSUME ALL RISKS ARISING FROM OR RELATED TO YOUR PARTICIPATION IN THE CANNABIS INDUSTRY AND YOUR USE OF THE SERVICE. YOU ACKNOWLEDGE THAT YOU HAVE NOT RELIED ON ANY STATEMENT, REPRESENTATION, OR AI OUTPUT OF CANNVAS REGARDING THE LEGALITY OR ADVISABILITY OF ANY ACTIVITY.
10.2. TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICE AND ALL AI OUTPUTS ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTIES OF ANY KIND, AND CANNVAS DISCLAIMS ALL LIABILITY ARISING FROM OR RELATED TO YOUR CANNABIS-RELATED ACTIVITIES, YOUR COMPLIANCE OR NON-COMPLIANCE WITH ANY LAW, AND ANY DECISION YOU MAKE IN CONNECTION WITH THE SERVICE. THIS SECTION IS SUBJECT TO, AND SUPPLEMENTED BY, THE DISCLAIMERS, LIMITATIONS OF LIABILITY, AND INDEMNIFICATION PROVISIONS OF THE CANNVAS TERMS OF SERVICE.
11.1. This Notice supplements, and is in addition to, the Cannvas Terms of Service, Privacy Policy, Acceptable Use Policy, and DMCA/Copyright Policy. In the event of a conflict between this Notice and the Terms of Service regarding the subject matter here, the Terms of Service govern unless expressly stated otherwise.
12.1. BY ACCESSING OR USING THE SERVICE, YOU ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTOOD THIS NOTICE, THAT YOU UNDERSTAND CANNABIS REMAINS FEDERALLY ILLEGAL, THAT CANNVAS IS AN ANCILLARY TECHNOLOGY PROVIDER THAT DOES NOT HANDLE CANNABIS AND DOES NOT PROVIDE LEGAL ADVICE, AND THAT YOU ARE SOLELY RESPONSIBLE FOR YOUR OWN LICENSURE AND LEGAL COMPLIANCE.
13.1. We may modify this Notice from time to time; changes are effective when posted or as otherwise stated. This Notice is governed by the laws of the State of Michigan and applicable U.S. federal law, without regard to conflict-of-laws principles.
13.2. Questions about this Notice may be directed to [email protected] or to Cannvas, LLC (d/b/a "Cannvas") at [NOTICE ADDRESS].