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 (REMOVE BEFORE PUBLICATION): This is a first draft prepared for review and finalization by the client's own licensed counsel. Bracketed items are placeholders or open legal questions. Loyalty, rewards, inducement, discount, gift-card/stored-value, sweepstakes, tax, and privacy rules vary materially by U.S. state (and change frequently for cannabis-adjacent businesses). Do not launch this Program in any state until counsel has confirmed legality for that state, including any cannabis-specific inducement/advertising restrictions and any stored-value/gift-card characterization of Points. Confirm consistency with the Consumer Terms of Use, Privacy Policy, and Ratings/UGC Terms before publishing.
1.1. These Cannvas Loyalty & Rewards Program Terms ("Program Terms") govern the optional loyalty and rewards program (the "Program") offered by Cannvas, LLC (d/b/a "Cannvas," "we," "us," or "our") through the Cannvas consumer-facing applications and websites (the "Consumer Apps") and related services (collectively, the "Service").
1.2. As used in these Program Terms, "Consumer," "you," or "Member" means an individual who accesses the Consumer Apps and, where applicable, enrolls in the Program. "Points" means the loyalty units described in Section 6. "Rewards" means the items, discounts, or perks described in Section 8.
1.3. These Program Terms are a supplement to, and are incorporated by reference into, the Cannvas Consumer Terms of Use (the "Consumer Terms"), the Cannvas Privacy Policy (the "Privacy Policy"), and the Cannvas Ratings and User-Generated Content Terms (the "Ratings/UGC Terms"). In the event of a conflict between these Program Terms and the Consumer Terms with respect to the Program specifically, these Program Terms control for that subject matter; in all other respects the Consumer Terms govern. Capitalized terms not defined here have the meanings given in the Consumer Terms.
1.4. BY ENROLLING IN OR PARTICIPATING IN THE PROGRAM, YOU AGREE TO THESE PROGRAM TERMS, THE CONSUMER TERMS, THE PRIVACY POLICY, AND THE RATINGS/UGC TERMS. IF YOU DO NOT AGREE, DO NOT ENROLL IN OR PARTICIPATE IN THE PROGRAM.
2.1. Cannvas is an ancillary technology provider. CANNVAS DOES NOT GROW, PROCESS, DISTRIBUTE, SELL, DELIVER, OR OFFER TO SELL CANNABIS OR ANY CANNABIS PRODUCT. The Program is a software-enabled loyalty program for engagement with the Consumer Apps and does not constitute the sale of, or an offer to sell, cannabis or any cannabis product.
2.2. The Program is not affiliated with, endorsed by, or sponsored by any dispensary, retailer, licensee, or governmental authority unless expressly stated in writing by Cannvas.
3.1. The Program is a free and entirely voluntary loyalty program that allows eligible Members to earn Points for certain verified actions taken within the Consumer Apps and to redeem those Points for Rewards, subject to these Program Terms.
3.2. No purchase of anything from Cannvas is required to enroll in or participate in the Program, and enrollment is free. Participation in the Program is optional, and you may decline to participate or withdraw at any time (see Section 13).
3.3. The Program is offered for personal, non-commercial use only.
4.1. THE PROGRAM IS A LOYALTY PROGRAM. IT IS NOT A SWEEPSTAKES, CONTEST, LOTTERY, RAFFLE, OR GAME OF CHANCE. Points are earned only for specific, defined, verified actions taken by the Member as described in Section 6. Rewards are not awarded by chance, drawing, or random selection, and no element of chance determines whether a Member earns Points or which Rewards are available for redemption.
4.2. Because Points are earned solely for defined actions and not by chance, the Program is not intended to constitute gambling, a lottery, or an unlawful promotion under applicable law. [FLAG FOR COUNSEL: If Cannvas later introduces any chance-based element (e.g., a random drawing, "spin to win," mystery reward, or prize giveaway), that feature must be separately evaluated and, if offered, governed by stand-alone official rules with the required "prize/chance/consideration" analysis, alternative free method of entry, eligibility and void-where-prohibited provisions, and any bonding/registration required by state law. Do not add chance-based mechanics to the Program without counsel sign-off.]
5.1. To enroll in and participate in the Program, you must:
(a) be a natural person who is at least twenty-one (21) years of age (or the higher minimum age required by the law of your state of residence), consistent with the Cannvas Age Verification & 21+ Policy set out below;
(b) reside in the fifty United States or the District of Columbia, and be located in a jurisdiction where the Program (and any Reward you seek) is lawful;
(c) have a valid Cannvas Consumer account in good standing and comply with the Consumer Terms;
(d) provide accurate, current, and complete information, including any age or identity verification required under Section 5.4 and the Age Verification & 21+ Policy; and
(e) not be barred from participation under applicable law or under any prior Cannvas termination or forfeiture decision.
5.2. One account per person; one Program membership per person. Each Member may maintain only one (1) Cannvas Consumer account and one (1) Program membership. Points may not be pooled, combined, transferred, or shared across accounts or among Members (see Section 7). Operating, or attempting to operate, multiple accounts is a violation of these Program Terms and the Consumer Terms and may result in forfeiture and termination under Section 11.
5.3. The Program is void where prohibited, restricted, taxed in a manner that renders it impracticable, or otherwise unlawful. Cannvas may limit, condition, or withhold enrollment, Points, or Rewards in any jurisdiction to comply with applicable law.
5.4. Age and identity verification. Enrollment in the Program and redemption of Rewards are "higher-risk" actions and may be conditioned on successful age and/or identity verification, which may be performed by Cannvas or by a third-party verification provider, as described in the Age Verification & 21+ Policy and the Privacy Policy. Cannvas may decline enrollment, suspend earning, or refuse redemption if age or identity cannot be verified to Cannvas's reasonable satisfaction.
5.5. Employees, officers, and contractors of Cannvas and its affiliates may be subject to additional restrictions on participation. [FLAG FOR COUNSEL: confirm whether to exclude Cannvas personnel and their households from earning/redemption to avoid conflicts and self-dealing in ratings.]
6.1. Eligible Consumers may enroll in the Program through the Consumer Apps by completing the enrollment steps presented, which may include affirmatively accepting these Program Terms and completing age/identity verification.
6.2. Enrollment is complete only when Cannvas confirms it in the Consumer Apps. Cannvas may refuse, delay, or revoke enrollment at its discretion where permitted by law, including where eligibility cannot be verified.
7.1. Points are earned only for specific, defined actions that Cannvas is able to verify ("Verified Actions"). Examples of Verified Actions that Cannvas may designate include submitting a verified-purchase product rating or review through the Consumer Apps, completing account or profile steps, or other engagement activities that Cannvas can validate. The current list of Verified Actions and the number of Points associated with each is published in the Consumer Apps and may change as described below.
7.2. Verification requirement. POINTS ARE AWARDED ONLY IF AND WHEN CANNVAS VERIFIES THE UNDERLYING ACTION. Cannvas may use any lawful method to verify actions, including confirming that a rating corresponds to a verified purchase or verified interaction, detecting duplicate or automated activity, and reviewing content for compliance with the Ratings/UGC Terms. Points for unverified, pending, reversed, fraudulent, incentivized-but-undisclosed, or non-compliant actions will not be awarded or, if provisionally awarded, may be reversed or deducted.
7.3. Ratings integrity. Any rating, review, or other user-generated content submitted to earn Points must be genuine, independent, and compliant with the Ratings/UGC Terms and with applicable law governing endorsements and reviews (including honesty and disclosure requirements). Cannvas does not pay for, and does not permit, fake, purchased, coerced, or misleading reviews. The fact that a Member may earn Points for submitting a rating does not entitle the Member to any particular Reward and must not influence the substance of the rating; ratings that appear to be farmed, coordinated, or fabricated will not earn Points and may result in forfeiture and termination under Section 11. [FLAG FOR COUNSEL: confirm required reviewer disclosure language for incentivized reviews (e.g., a conspicuous "earned points for this review" style disclosure) consistent with current FTC guidance and the Ratings/UGC Terms.]
7.4. Cannvas may set, change, add, remove, cap, or adjust the earning rules at any time, including which actions qualify as Verified Actions, the number of Points awarded, caps or limits on Points earned per action or per period, and verification requirements. Changes are effective when posted in the Consumer Apps unless otherwise stated, and apply prospectively except where reversal or deduction is permitted under Section 7.2 or Section 11.
7.5. Cannvas may correct Point balances at any time to fix errors, reverse unverified or fraudulent activity, or account for cancellations, returns, or chargebacks associated with an underlying action.
8.1. POINTS HAVE NO CASH VALUE. POINTS ARE NOT MONEY, ARE NOT LEGAL TENDER, ARE NOT A DEPOSIT ACCOUNT OR STORED VALUE, ARE NOT A GIFT CARD OR GIFT CERTIFICATE, AND ARE NOT PROPERTY OF THE MEMBER.
8.2. Points are a limited, personal, revocable license to participate in the Program and to request Rewards, subject to these Program Terms. Members have no vested, ownership, or property right in Points or Rewards.
8.3. Points are non-transferable and non-assignable. POINTS MAY NOT BE SOLD, PURCHASED, BARTERED, BROKERED, TRANSFERRED, GIFTED, INHERITED, POOLED, OR COMBINED ACROSS ACCOUNTS OR BETWEEN MEMBERS, including by operation of law, upon death, or in connection with any divorce, dissolution, or domestic-relations proceeding. Any attempted transfer or sale is void.
8.4. Points may expire. UNLESS PROHIBITED BY APPLICABLE LAW, POINTS EXPIRE ACCORDING TO THE EXPIRATION RULES PUBLISHED IN THE CONSUMER APPS (FOR EXAMPLE, AFTER [XX] MONTHS OF MEMBER ACCOUNT INACTIVITY OR [XX] MONTHS FROM THE DATE EARNED). It is the Member's responsibility to monitor Point balances and expiration dates and to redeem Points before they expire. Cannvas will provide advance notice of expiration where required by applicable law. [FLAG FOR COUNSEL: set the expiration/inactivity period and confirm treatment under applicable stored-value/gift-card and unclaimed-property (escheat) law; several states restrict or prohibit expiration of stored value. Because Points carry no cash value, are not purchased, and are issued only under a loyalty/promotional program, they are intended to fall outside gift-card/stored-value regimes (including the federal loyalty/promotional-program exclusion); confirm this characterization state-by-state and add any required on-screen disclosures.]
8.5. Points and Rewards are void if obtained in violation of these Program Terms, the Consumer Terms, the Ratings/UGC Terms, or applicable law, or where prohibited.
9.1. Subject to availability and these Program Terms, Members may redeem Points for Rewards offered in the Program catalog published in the Consumer Apps. Rewards may include, for example, branded merchandise and swag (such as stickers, apparel/tees, and similar items), digital perks, early or exclusive access to non-cannabis features or content, and discounts on Cannvas products or services, in each case as and where offered.
9.2. The number of Points required for a Reward, the Reward catalog, redemption windows, and any per-Member or per-period redemption limits are set by Cannvas and may change at any time as described in Section 12. Redemptions are generally final and non-refundable once processed; Points used in a redemption are deducted from the Member's balance.
9.3. Rewards are provided "as is" and may be subject to additional supplier or manufacturer terms, sizing/color availability, and shipping limitations. Rewards are available only to Members with a verified U.S. shipping address where applicable, and only where the Reward is lawful.
9.4. CANNABIS-RELATED REWARDS — RESTRICTED; SUBJECT TO LAW; DEFAULT IS NON-CANNABIS.
(a) Cannvas does not sell cannabis and does not provide cannabis or cannabis products as Rewards. The Program's default and standard Rewards are non-cannabis items and perks.
(b) ANY REWARD, DISCOUNT, PERK, OR OFFER THAT RELATES TO CANNABIS OR CANNABIS PRODUCTS — INCLUDING ANY CANNABIS DISCOUNT, COUPON, CREDIT, FREE OR DISCOUNTED CANNABIS PRODUCT, OR OTHER CANNABIS INDUCEMENT — IS OFFERED (IF AT ALL) ONLY WHERE EXPRESSLY PERMITTED BY APPLICABLE LAW AND IS STRICTLY SUBJECT TO ALL APPLICABLE CANNABIS INDUCEMENT, PROMOTION, DISCOUNT, AND ADVERTISING LAWS AND RULES. Many states restrict or prohibit inducements, giveaways, free samples, and discounts connected to cannabis, and the rules vary by state and change frequently.
(c) [FLAG FOR COUNSEL: confirm state-by-state legality before offering ANY cannabis-related Reward, discount, coupon, or inducement; default to non-cannabis Rewards. Free samples of cannabis are broadly prohibited. Where discounts/loyalty are permitted, confirm required conditions (e.g., no below-cost sales, cannabis tax computed on the pre-discount price, delivery of offers only via age-gated channels to persons 21+, licensee involvement/approval, and that any such offer is delivered/administered by the licensed retailer — not by Cannvas). Cannvas should not itself extend a cannabis price reduction; at most it may surface a licensee-authorized, compliant offer. Obtain per-state sign-off and appropriate licensee agreements before enabling.]
10.1. REWARDS ARE OFFERED WHILE SUPPLIES LAST AND ARE NOT GUARANTEED. CANNVAS DOES NOT GUARANTEE THE AVAILABILITY OF ANY PARTICULAR REWARD, POINT-EARNING OPPORTUNITY, OR REDEMPTION LEVEL. Cannvas may add, remove, substitute (with an item of comparable value), limit quantities of, or discontinue any Reward at any time without liability. Point requirements for Rewards may change, and a Reward available at one time may not be available at another.
11.1. THE MEMBER IS SOLELY RESPONSIBLE FOR ANY AND ALL FEDERAL, STATE, AND LOCAL TAXES, DUTIES, OR OTHER GOVERNMENTAL CHARGES (INCLUDING INCOME TAX AND ANY APPLICABLE SALES OR USE TAX) THAT MAY ARISE FROM THE RECEIPT, REDEMPTION, OR USE OF POINTS OR REWARDS. Cannvas does not provide tax advice. Where required by law, Cannvas may report the value of Rewards to taxing authorities and/or request tax information from the Member as a condition of redemption. [FLAG FOR COUNSEL: confirm any reporting thresholds and whether to collect tax information at higher Reward values.]
12.1. The following are prohibited and constitute a material violation of these Program Terms: (a) earning or attempting to earn Points through actions that are not genuine or not verifiable; (b) "farming" Points (e.g., repetitive, automated, scripted, bulk, or artificial activity); (c) submitting fake, duplicate, purchased, coerced, incentivized-but-undisclosed, or misleading ratings or reviews; (d) creating or using multiple or fictitious accounts, or sharing, selling, or transferring accounts or Points; (e) misrepresenting age, identity, location, or eligibility; (f) using bots, scrapers, or other automated means; (g) exploiting errors, bugs, or loopholes; or (h) any other fraud, abuse, or violation of these Program Terms, the Consumer Terms, the Ratings/UGC Terms, or applicable law.
12.2. CANNVAS MAY, AT ANY TIME AND IN ITS SOLE DISCRETION, WHERE PERMITTED BY LAW: (a) INVESTIGATE SUSPECTED FRAUD OR ABUSE; (b) WITHHOLD, REVERSE, DEDUCT, OR CANCEL POINTS OR REWARDS; (c) SUSPEND OR TERMINATE PROGRAM MEMBERSHIP; (d) CLOSE ACCOUNTS; AND (e) FORFEIT ALL ACCRUED POINTS AND UNREDEEMED REWARDS — WITHOUT NOTICE (EXCEPT WHERE NOTICE IS REQUIRED BY LAW) AND WITHOUT LIABILITY. Cannvas may also pursue any other remedy available at law or in equity. Cannvas's determination regarding fraud or abuse is final to the extent permitted by law.
12.3. Reinstatement of forfeited Points or terminated memberships is at Cannvas's sole discretion.
13.1. CANNVAS MAY MODIFY, SUSPEND, OR TERMINATE THE PROGRAM — IN WHOLE OR IN PART — OR MODIFY, DEVALUE, EXPIRE, OR CANCEL ANY POINTS, EARNING RULES, REWARDS, REDEMPTION LEVELS, OR PROGRAM BENEFITS, AT ANY TIME AND FOR ANY REASON, WITH NOTICE WHERE REQUIRED BY APPLICABLE LAW, WITHOUT FURTHER OBLIGATION OR LIABILITY TO ANY MEMBER.
13.2. This includes the right to change how Points are earned or redeemed, the value of Points, the Reward catalog, and eligibility requirements. Points and Rewards are provided at Cannvas's discretion and may lose all value upon modification or termination of the Program.
13.3. If Cannvas terminates the Program in its entirety, Cannvas will, where required by applicable law, provide reasonable advance notice and a reasonable period during which Members may redeem then-eligible Points. Except as required by law, unredeemed Points have no value upon termination and will not be exchanged for cash or any other consideration. [FLAG FOR COUNSEL: confirm any required wind-down notice/redemption period, particularly in states that regulate stored value or loyalty devaluation.]
14.1. You may leave the Program at any time by following the instructions in the Consumer Apps or by contacting [email protected]. Upon voluntary withdrawal or account closure, your Points are forfeited and canceled without compensation, except as required by applicable law. Leaving the Program does not by itself terminate your Cannvas Consumer account, which remains governed by the Consumer Terms.
15.1. THE PROGRAM, POINTS, AND REWARDS ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTIES OF ANY KIND, TO THE FULLEST EXTENT PERMITTED BY LAW. Cannvas disclaims all warranties regarding the Program, Points, and Rewards, including any implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement, except to the extent a third-party manufacturer provides a warranty on a physical Reward.
15.2. THE DISCLAIMERS, LIMITATIONS OF LIABILITY, AND CAPS ON DAMAGES SET FORTH IN THE CONSUMER TERMS APPLY TO THE PROGRAM AND ARE INCORPORATED HEREIN BY REFERENCE, AND APPLY TO POINTS, REWARDS, AND ALL PROGRAM ACTIVITIES, TO THE FULLEST EXTENT PERMITTED BY LAW. Nothing in these Program Terms limits any liability that cannot be limited under applicable law.
16.1. Cannvas may amend these Program Terms at any time. The "Last updated" date reflects the most recent changes. Cannvas will provide notice of material changes as required by applicable law and/or through the Consumer Apps. Your continued participation in the Program after changes become effective constitutes acceptance of the amended Program Terms. If you do not agree to the changes, your sole remedy is to withdraw from the Program under Section 14.
17.1. These Program Terms are governed by, and the resolution of any dispute arising out of or relating to the Program is subject to, the governing-law, dispute-resolution, arbitration, and class-action-waiver provisions of the Consumer Terms, which are incorporated herein by reference, except where those provisions are unenforceable under applicable law. For reference and notice purposes, the governing law is that of the State of Michigan, without regard to its conflict-of-laws rules, to the extent consistent with the Consumer Terms. [FLAG FOR COUNSEL: confirm the Consumer Terms contain the intended arbitration agreement and class-action waiver and that they validly extend to the Program; align venue/governing law.]
18.1. If any provision of these Program Terms is held unenforceable, the remaining provisions remain in full force. Cannvas's failure to enforce any provision is not a waiver. These Program Terms, together with the Consumer Terms, Privacy Policy, and Ratings/UGC Terms, constitute the entire agreement regarding the Program.
Questions about the Program may be directed to:
Cannvas, LLC (d/b/a "Cannvas")
[NOTICE ADDRESS]
Email: [email protected]