DRAFT v0.1 — FOR ATTORNEY REVIEW ONLY. NOT LEGAL ADVICE. NOT YET EFFECTIVE.
Last updated: [EFFECTIVE DATE] · Version: 0.1-DRAFT
This Master SaaS Subscription Agreement (this "Agreement") is a binding contract between Cannvas, LLC, a company doing business as "Cannvas" ("Cannvas," "we," "us," or "our"), and the organization on whose behalf this Agreement is accepted (the "Organization," "Org," "you," or "your"). This Agreement governs the Organization's access to and use of the Service (as defined below). It incorporates by reference the Privacy Policy, the Data Processing Addendum, the Acceptable Use Policy, and the AI Disclosure & Disclaimer, each as described in Section 2 and cross-referenced throughout.
READ THIS AGREEMENT CAREFULLY. IT CONTAINS IMPORTANT DISCLAIMERS OF WARRANTIES (SECTION 15), A LIMITATION OF LIABILITY (SECTION 16), AN AI OUTPUTS / NO-RELIANCE PROVISION (SECTION 7), AND A MANDATORY BINDING ARBITRATION PROVISION WITH A CLASS-ACTION AND REPRESENTATIVE-ACTION WAIVER AND A JURY-TRIAL WAIVER (SECTION 22) THAT AFFECT YOUR LEGAL RIGHTS. SECTION 22 INCLUDES A 30-DAY ARBITRATION OPT-OUT.
1.1 Acceptance. By (a) clicking "I agree," "Accept," "Sign up," or a similar affirmative control, (b) executing an Order Form (as defined below) that references this Agreement, or (c) accessing or using the Service, you agree to be bound by this Agreement. If you do not agree, you must not access or use the Service. This Agreement is accepted electronically and forms a legally binding contract. You agree that clickwrap or other electronic acceptance has the same legal effect as a handwritten signature.
1.2 Authority to Bind. The individual accepting this Agreement represents and warrants that they are at least 21 years of age and are duly authorized to bind the Organization to this Agreement. If you accept on behalf of an Organization, "you," "Org," and "Organization" refer to that Organization, and you personally represent that you have such authority. If you lack such authority, you must not accept this Agreement or use the Service.
1.3 Eligibility. The Service is offered solely to businesses for business purposes. You represent and warrant that: (a) the Organization is a lawfully formed and validly existing business entity in good standing; (b) the Organization is a licensed cannabis operator, or an ancillary business duly authorized to receive the Service, operating in compliance with the cannabis laws and regulations of each state and locality in which it operates; (c) the Organization holds all licenses, permits, and authorizations required for its operations, and all such licenses are current and in good standing; and (d) the Organization's use of the Service is for lawful business purposes and does not violate any applicable law or the terms of any license the Organization holds. The Service is not offered to, and may not be used by, consumers for personal, family, or household purposes.
1.4 Order Forms. Certain features, subscription tiers, quantities, fees, or terms may be set out in an ordering document, online order flow, subscription page, or written quote accepted by the parties (each, an "Order Form"). Each Order Form is incorporated into and governed by this Agreement. In the event of a conflict, the order of precedence is: (a) an applicable Data Processing Addendum; (b) the body of this Agreement; then (c) the Order Form, except that an Order Form controls over the body of this Agreement solely with respect to commercial terms (e.g., fees, quantities, subscription tier, and Subscription Term) that it expressly states.
Capitalized terms have the meanings given where first defined and as set out below.
2.1 "AI Outputs" means any recommendations, insights, projections, forecasts, analytics, plans, scores, classifications, suggestions, summaries, narratives, or other outputs generated, in whole or in part, by artificial intelligence, machine learning, statistical, algorithmic, or automated features of the Service, whether or not narrated in natural language.
2.2 "Authorized User" means an individual (e.g., an owner, manager, or employee of the Organization) whom the Organization authorizes to access and use the Service under the Organization's account, and for whom a subscription or seat, if applicable, has been provisioned.
2.3 "Consumer Apps" means any consumer-facing or public-facing features Cannvas may make available (for example, "where-to-buy" product-locator functionality) that surface certain non-sensitive information derived from Org Data or third-party sources. Consumer Apps are part of the Service.
2.4 "Content" means all text, data, information, materials, software, interfaces, documentation, designs, and other content made available through the Service, other than Org Data.
2.5 "Dashboard" means the multi-tenant, web-based operator dashboard made available by Cannvas at cannvas.app (and successor or related domains), including its production and cultivation planning, sales pipeline, inventory reflection, reporting, and AI features.
2.6 "METRC" means the state cannabis track-and-trace system(s) (Marijuana Enforcement Tracking Reporting Compliance) and any successor or comparable state-mandated track-and-trace system, together with data made available through or derived from it, including via third-party integrations.
2.7 "Org Data" means data, records, and information that the Organization or its Authorized Users submit to, upload to, connect to, or generate within the Service, and data ingested into the Service on the Organization's behalf from third-party sources the Organization connects or authorizes (including METRC-sourced data made available to the Organization). Org Data excludes Aggregated/De-Identified Data (Section 11.4) and Cannvas's own Content, systems, models, and derived materials.
2.8 "Service" means, collectively, the Dashboard, the Consumer Apps, the Content, the application programming interfaces, integrations, features, and functionality Cannvas makes available, and any related support and documentation, as updated from time to time.
2.9 The sibling policies referenced in this Agreement, each incorporated by reference, are: the "Privacy Policy" (how Cannvas handles personal information); the "Data Processing Addendum" or "DPA" (data-processing and security terms, including as applicable to personal information processed on the Organization's behalf); the "Acceptable Use Policy" or "AUP" (prohibited and restricted uses of the Service); and the "AI Disclosure & Disclaimer" (additional disclosures regarding AI features and AI Outputs). If a term is defined in this Agreement and differently in a sibling policy, this Agreement controls for purposes of this Agreement unless the sibling policy expressly states otherwise.
3.1 The Service. The Service is a business-to-business, multi-tenant software-as-a-service platform for licensed cannabis operators, providing production and cultivation planning, sales pipeline management, inventory reflection, reporting and analytics, and AI-generated recommendations, insights, projections, and analytics, together with related Consumer Apps and features. The Service is a decision-support and planning tool. It is software only. Cannvas does not, and the Service does not, cultivate, handle, test, transport, distribute, buy, sell, or otherwise take possession of or title to cannabis, cannabis products, or any controlled substance. See Sections 8, 9, 18, and 19.
3.2 License Grant. Subject to this Agreement and payment of applicable fees, Cannvas grants the Organization a limited, non-exclusive, non-transferable, non-sublicensable, revocable right during the Subscription Term to access and use the Service, solely for the Organization's internal business purposes and solely through its Authorized Users. All rights not expressly granted are reserved by Cannvas.
3.3 Authorized Users. The Organization may permit its Authorized Users to use the Service. The Organization is responsible for: (a) provisioning and de-provisioning Authorized Users; (b) all acts and omissions of its Authorized Users; and (c) ensuring that each Authorized User complies with this Agreement, the AUP, and the AI Disclosure & Disclaimer. Access credentials are personal to each Authorized User and must not be shared. Any obligation of the Organization under this Agreement is deemed an obligation of the Organization with respect to each of its Authorized Users.
3.4 Account Security. The Organization is responsible for maintaining the confidentiality and security of its account and credentials, for configuring roles and permissions appropriately (including any owner/manager gating and multi-factor authentication features Cannvas makes available), and for all activity occurring under its account. The Organization must notify Cannvas promptly at [email protected] upon becoming aware of any unauthorized access or use, credential compromise, or other security incident affecting its account.
3.5 Restrictions. The Organization must not, and must not permit any Authorized User or third party to: (a) copy, modify, translate, or create derivative works of the Service; (b) reverse engineer, decompile, or disassemble the Service, or attempt to derive source code, models, or underlying algorithms, except to the extent this restriction is prohibited by applicable law; (c) resell, sublicense, rent, lease, time-share, or provide the Service to any third party as a service bureau or on a hosted basis, except as expressly permitted; (d) access the Service to build or train a competing product or service, or to benchmark without Cannvas's prior written consent; (e) circumvent or disable any security, rate-limiting, usage-metering, or access-control feature; (f) introduce malware or interfere with the integrity or performance of the Service; (g) scrape, harvest, or extract data other than Org Data through the Service's intended interfaces; or (h) use the Service in violation of this Agreement, the AUP, or applicable law. Additional prohibited and restricted uses are set out in the AUP.
3.6 Org Responsibilities. The Organization is responsible for: (a) obtaining and maintaining the hardware, software, network access, and third-party accounts (including any METRC access or integration credentials) needed to use the Service; (b) the accuracy, quality, legality, and integrity of Org Data and the means by which it acquired Org Data; (c) obtaining all rights, consents, and authorizations necessary for Cannvas to receive, host, and process Org Data as contemplated by this Agreement, including any consents required to connect third-party data sources; and (d) its own business, cultivation, pricing, sales, inventory, and compliance decisions, as further described in Sections 7 through 10, 18, and 19.
3.7 Updates; Changes to the Service. Cannvas may modify, update, add, or discontinue features or functionality of the Service from time to time. Cannvas will use commercially reasonable efforts not to materially degrade the core functionality of a paid Service during a paid Subscription Term. Beta, trial, evaluation, and free features may be changed or discontinued at any time as described in Section 4.6.
4.1 Fees. The Organization will pay the fees stated in the applicable Order Form or subscription page ("Fees"). Except as expressly stated in this Agreement, Fees are non-cancelable and non-refundable, and amounts paid are not refundable except where required by law.
4.2 Billing and Payment. Unless an Order Form states otherwise, Fees are billed in advance on the stated billing cycle (e.g., monthly or annually) and are due upon invoice or, for self-service subscriptions, charged automatically to the payment method on file. The Organization authorizes Cannvas and its payment processors to charge the Fees and applicable Taxes to the designated payment method. The Organization is responsible for keeping payment and billing information current.
4.3 Taxes. Fees are exclusive of all sales, use, value-added, excise, and similar taxes, duties, and governmental charges ("Taxes"). The Organization is responsible for all Taxes associated with its purchase, other than Taxes based on Cannvas's net income. If Cannvas is required to collect or remit Taxes, they will be invoiced to and paid by the Organization unless the Organization provides a valid exemption certificate.
4.4 Late Payment. Undisputed amounts not paid when due may accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law, from the due date until paid. The Organization will reimburse Cannvas for reasonable costs of collection, including reasonable attorneys' fees, for undisputed past-due amounts.
4.5 Suspension for Non-Payment. If any undisputed Fee is more than [•] days past due, Cannvas may, upon reasonable notice, suspend the Organization's access to the Service until payment is made, without limiting Cannvas's other rights, including termination under Section 5. Suspension under this Section does not relieve the Organization of its obligation to pay Fees for the Subscription Term.
4.6 Free, Trial, and Beta Tiers. Cannvas may make certain tiers, features, trials, or beta offerings available at no charge or on an evaluation basis ("Free/Beta Offerings"). Free/Beta Offerings are provided "AS IS" and "AS AVAILABLE," WITHOUT WARRANTY OF ANY KIND (see Section 15), may be modified, limited, or discontinued at any time without liability, and may be subject to additional terms. To the maximum extent permitted by law, the limitation of liability in Section 16 applies to Free/Beta Offerings, and Cannvas's aggregate liability arising out of Free/Beta Offerings will not exceed US$100. [Fee schedule, tiers, and any Free/Beta terms to be finalized on an Order Form.]
4.7 Fee Changes. Cannvas may change Fees effective as of the next renewal term by providing notice at least [30] days before the end of the then-current Subscription Term. Continued use after the change takes effect constitutes acceptance of the changed Fees.
5.1 Term. This Agreement begins on the earlier of the Effective Date or the date the Organization first accepts this Agreement or accesses the Service, and continues until all Subscription Terms have expired or the Agreement is terminated as provided below. The "Subscription Term" is the subscription period stated on the applicable Order Form (or, for month-to-month or self-service subscriptions, the recurring billing period).
5.2 Renewal. Unless an Order Form states otherwise, each Subscription Term automatically renews for successive periods equal to the then-current term unless either party gives notice of non-renewal at least [30] days before the end of the then-current Subscription Term. For self-service subscriptions, the Organization may set non-renewal through its account settings.
5.3 Termination for Cause. Either party may terminate this Agreement (or an affected Order Form) for cause if the other party materially breaches this Agreement and fails to cure the breach within [30] days after written notice describing it. Cannvas may terminate immediately for the Organization's breach of Sections 3.5 (Restrictions), 4 (for undisputed non-payment beyond the cure period), the AUP, or Section 19 (Federal Cannabis Status), or where required to comply with law or protect the Service or its users.
5.4 Termination for Convenience. Either party may terminate a month-to-month or Free/Beta subscription at any time for convenience. For subscriptions with a committed Subscription Term, either party may terminate for convenience effective at the end of the then-current Subscription Term by providing notice under Section 5.2. Termination by the Organization for convenience mid-term does not entitle the Organization to a refund of pre-paid Fees except as required by law or expressly stated in an Order Form.
5.5 Effect of Termination. Upon expiration or termination: (a) the Organization's and its Authorized Users' rights to access and use the Service cease; (b) the Organization must cease all use of the Service and Content; and (c) each party will return or destroy the other party's Confidential Information as required by Section 12, subject to legal retention obligations and routine backup practices. Termination does not relieve the Organization of the obligation to pay amounts accrued or payable before the effective date of termination.
5.6 Data Export. During the Subscription Term and for a period of [30] days after expiration or termination (the "Export Period"), the Organization may export Org Data using any export functionality made available in the Service, or may request a reasonable export from Cannvas. Cannvas has no obligation to retain Org Data after the Export Period.
5.7 Data Deletion. After the Export Period, Cannvas may delete Org Data in the ordinary course, subject to (a) De-Identified/Aggregated Data as permitted by Section 11.4, (b) legal, regulatory, or audit retention requirements, and (c) residual copies in routine backups that are deleted in the ordinary course. Deletion and retention of personal information are further addressed in the Privacy Policy and the DPA. The Organization is solely responsible for retaining its own records for compliance and business purposes and must not rely on Cannvas as its recordkeeping, archival, or system-of-record solution (see Section 8).
6.1 Suspension. In addition to suspension for non-payment (Section 4.5), Cannvas may suspend or restrict the Organization's or any Authorized User's access to all or part of the Service, with notice where practicable, if Cannvas reasonably determines that: (a) there is a violation of the AUP, Section 3.5, or applicable law; (b) continued access poses a security risk to the Service, Cannvas, or others, or may adversely affect the Service or other customers; (c) suspension is required to comply with law, legal process, or a governmental or regulatory request; or (d) the Organization's use is causing or is reasonably likely to cause harm or liability.
6.2 Scope and Restoration. Cannvas will use commercially reasonable efforts to limit any suspension to the extent and duration reasonably necessary to address the issue and to restore access promptly once the issue is resolved. Suspension under this Section does not extend the Subscription Term and does not entitle the Organization to a refund, except that a suspension solely due to Cannvas's error will be lifted promptly.
7.1 Nature of AI Outputs. The Service includes features that generate AI Outputs. THE ORGANIZATION ACKNOWLEDGES AND AGREES THAT AI OUTPUTS ARE PROBABILISTIC AND AUTOMATED IN NATURE, ARE GENERATED FROM DATA AND MODELS THAT MAY BE INCOMPLETE OR IMPERFECT, AND MAY BE INACCURATE, INCOMPLETE, OUTDATED, MISLEADING, BIASED, OR ERRONEOUS, AND MAY INCLUDE FABRICATED OR "HALLUCINATED" INFORMATION THAT APPEARS PLAUSIBLE BUT IS FALSE. AI OUTPUTS ARE NOT STATEMENTS OF FACT AND ARE NOT GUARANTEED TO BE CORRECT.
7.2 Decision-Support Only; Human in the Loop. AI OUTPUTS ARE PROVIDED FOR DECISION-SUPPORT AND INFORMATIONAL PURPOSES ONLY. THEY ARE NOT INSTRUCTIONS, DIRECTIVES, OR PROFESSIONAL ADVICE OF ANY KIND, AND THEY ARE NOT A SUBSTITUTE FOR THE INDEPENDENT JUDGMENT OF QUALIFIED PERSONNEL AND ADVISORS. THE ORGANIZATION MUST KEEP A QUALIFIED HUMAN "IN THE LOOP" AND RETAINS SOLE RESPONSIBILITY AND CONTROL OVER ALL DECISIONS AND ACTIONS, WHETHER OR NOT INFORMED BY AI OUTPUTS.
7.3 No Reliance; Independent-Verification Duty. THE ORGANIZATION AGREES NOT TO RELY ON AI OUTPUTS AS THE SOLE OR DECISIVE BASIS FOR ANY FINANCIAL, OPERATIONAL, CULTIVATION, PRICING, SALES, INVENTORY, COMPLIANCE, LEGAL, TAX, OR OTHER DECISION. BEFORE TAKING OR REFRAINING FROM ANY ACTION IN RELIANCE ON AN AI OUTPUT, THE ORGANIZATION MUST INDEPENDENTLY REVIEW, VALIDATE, AND VERIFY THE AI OUTPUT AND ITS UNDERLYING DATA AGAINST AUTHORITATIVE SOURCES, INCLUDING METRC, THE ORGANIZATION'S OWN BOOKS AND RECORDS, AND, WHERE APPROPRIATE, QUALIFIED PROFESSIONAL ADVISORS. SEE SECTIONS 8, 9, AND 10.
7.4 No Liability for Reliance. TO THE MAXIMUM EXTENT PERMITTED BY LAW, CANNVAS IS NOT LIABLE FOR ANY LOSS, DAMAGE, COST, EXPENSE, PENALTY, FINE, LOST PROFIT OR REVENUE, SPOILAGE, MISPRICING, MISALLOCATION, REGULATORY ACTION, OR OTHER HARM ARISING OUT OF OR RELATING TO THE ORGANIZATION'S OR ANY AUTHORIZED USER'S RELIANCE ON, OR USE OR MISUSE OF, ANY AI OUTPUT, INCLUDING ANY DECISION MADE OR NOT MADE IN RELIANCE ON AN AI OUTPUT. THIS ALLOCATION OF RISK IS REFLECTED IN THE FEES AND IS A MATERIAL PART OF THIS AGREEMENT.
7.5 Good-Faith Diligence Is Not a Warranty. Cannvas endeavors in good faith to improve the reliability of AI features — for example, by using deterministic computation for numerical results where feasible, surfacing provenance or source information, handling "insufficient data" as a first-class result rather than guessing, and designing AI features to recommend rather than automatically apply changes. THESE ARE BEST-EFFORT DESIGN PRACTICES ONLY. THEY DO NOT CONSTITUTE A WARRANTY, GUARANTEE, OR REPRESENTATION OF ANY KIND REGARDING THE ACCURACY, COMPLETENESS, RELIABILITY, OR FITNESS OF ANY AI OUTPUT, AND THEY DO NOT REDUCE OR SHIFT THE ORGANIZATION'S INDEPENDENT-VERIFICATION DUTY UNDER SECTION 7.3. Additional disclosures appear in the AI Disclosure & Disclaimer and may appear at the point of use within the Service.
8.1 Reflect-Don't-Author. The Service mirrors, reflects, and organizes data sourced from third parties and from state track-and-trace systems, including METRC, and from the Organization's own connected records. CANNVAS REFLECTS THIS DATA; IT DOES NOT AUTHOR IT, VALIDATE IT, OR CERTIFY IT. CANNVAS DOES NOT CONTROL, AND IS NOT RESPONSIBLE FOR, THE ACCURACY, TIMELINESS, COMPLETENESS, OR AVAILABILITY OF DATA ORIGINATING FROM METRC, OTHER THIRD-PARTY SOURCES, OR THE ORGANIZATION'S OWN RECORDS.
8.2 Authoritative Sources. METRC AND THE ORGANIZATION'S OWN OFFICIAL BOOKS AND RECORDS ARE THE AUTHORITATIVE SYSTEM OF RECORD. WHERE DATA DISPLAYED IN THE SERVICE DIFFERS FROM METRC OR THE ORGANIZATION'S OWN RECORDS, THOSE AUTHORITATIVE SOURCES CONTROL. THE ORGANIZATION MUST INDEPENDENTLY VERIFY ALL DATA AGAINST THOSE AUTHORITATIVE SOURCES BEFORE RELYING ON IT. Data in the Service may be delayed, cached, mirrored, transformed, or synced periodically and may not reflect the current state of any authoritative source.
8.3 Not a Compliance System of Record. THE SERVICE IS A PLANNING, ANALYTICS, AND DECISION-SUPPORT TOOL. IT IS NOT A COMPLIANCE SYSTEM OF RECORD, A TRACK-AND-TRACE SYSTEM, A SEED-TO-SALE SYSTEM, OR A BOOKS-AND-RECORDS OR RECORDKEEPING SYSTEM. CANNVAS DOES NOT GUARANTEE, AND DOES NOT UNDERTAKE TO ENSURE, THE ORGANIZATION'S COMPLIANCE WITH ANY LAW, REGULATION, RULE, LICENSE CONDITION, OR REPORTING OBLIGATION, INCLUDING METRC AND STATE OR LOCAL CANNABIS REQUIREMENTS. THE ORGANIZATION REMAINS SOLELY RESPONSIBLE FOR ITS REGULATORY REPORTING, RECORDKEEPING, AND COMPLIANCE, AND FOR MAINTAINING ITS OWN RECORDS IN METRC AND ELSEWHERE AS REQUIRED. See Sections 18 and 19.
9.1 No Professional Advice. THE SERVICE AND ALL CONTENT AND AI OUTPUTS ARE PROVIDED FOR GENERAL INFORMATIONAL AND DECISION-SUPPORT PURPOSES ONLY AND DO NOT CONSTITUTE LEGAL, REGULATORY, COMPLIANCE, FINANCIAL, INVESTMENT, ACCOUNTING, TAX, AGRONOMIC, MEDICAL, OR OTHER PROFESSIONAL ADVICE. CANNVAS IS NOT THE ORGANIZATION'S ATTORNEY, ACCOUNTANT, TAX ADVISOR, FINANCIAL ADVISOR, AGRONOMIST, OR COMPLIANCE CONSULTANT, AND NO FIDUCIARY, ADVISORY, OR PROFESSIONAL RELATIONSHIP IS CREATED BY THIS AGREEMENT OR THE ORGANIZATION'S USE OF THE SERVICE.
9.2 Consult Qualified Advisors. THE ORGANIZATION SHOULD OBTAIN ADVICE FROM ITS OWN QUALIFIED LEGAL, FINANCIAL, TAX, ACCOUNTING, AND REGULATORY PROFESSIONALS BEFORE MAKING ANY DECISION THAT MAY HAVE LEGAL, FINANCIAL, OPERATIONAL, OR COMPLIANCE CONSEQUENCES. NOTHING IN THE SERVICE IS A SUBSTITUTE FOR SUCH ADVICE.
10.1 Assumption of Risk. THE ORGANIZATION KNOWINGLY AND VOLUNTARILY ASSUMES ALL RISKS ASSOCIATED WITH ITS ACCESS TO AND USE OF THE SERVICE, THE CONTENT, AND THE AI OUTPUTS, INCLUDING THE RISK THAT DATA OR AI OUTPUTS MAY BE INACCURATE, INCOMPLETE, DELAYED, OR ERRONEOUS.
10.2 Sole Responsibility for Decisions. THE ORGANIZATION IS AND REMAINS SOLELY AND EXCLUSIVELY RESPONSIBLE FOR ALL OF ITS BUSINESS, CULTIVATION, PRODUCTION, PRICING, PURCHASING, SALES, INVENTORY, PERSONNEL, FINANCIAL, AND COMPLIANCE DECISIONS AND ACTIONS, WHETHER OR NOT INFORMED BY THE SERVICE, THE CONTENT, OR ANY AI OUTPUT. THE ORGANIZATION IS RESPONSIBLE FOR THE CONSEQUENCES OF THOSE DECISIONS AND ACTIONS.
11.1 Cannvas IP. As between the parties, Cannvas and its licensors own all right, title, and interest in and to the Service, the Content, the Dashboard, the Consumer Apps, the software, models, algorithms, user interfaces, designs, know-how, documentation, and all related intellectual property, and all improvements, modifications, and derivative works thereof (collectively, "Cannvas IP"). No rights are granted to the Organization other than the limited license in Section 3.2. Cannvas's names, logos, and marks are Cannvas's property; the Organization may not use them except as permitted by Section 23.7.
11.2 Org Data Ownership. As between the parties, the Organization owns and retains all right, title, and interest in and to Org Data. Nothing in this Agreement transfers ownership of Org Data to Cannvas.
11.3 License to Org Data. The Organization grants Cannvas a worldwide, non-exclusive, royalty-free license to host, store, copy, transmit, process, display, and otherwise use Org Data during the Term as reasonably necessary to: (a) provide, maintain, secure, and support the Service to the Organization; (b) prevent or address technical, security, or compliance problems; (c) generate AI Outputs and analytics for the Organization; and (d) as otherwise instructed or permitted by the Organization. The Organization represents and warrants that it has all rights and consents necessary to grant this license and to have Org Data processed as contemplated.
11.4 De-Identified and Aggregated Data. Cannvas may create, and Cannvas owns, data that is derived from Org Data or usage of the Service but that is de-identified and/or aggregated so that it does not identify, and cannot reasonably be used to identify, the Organization, any Authorized User, or any natural person ("De-Identified/Aggregated Data"). Cannvas may use De-Identified/Aggregated Data for any lawful purpose, including operating, improving, benchmarking, developing, and training features and models of the Service, and producing industry analytics. Cannvas will not publicly disclose De-Identified/Aggregated Data in a manner that identifies the Organization without its consent, and Cannvas will not re-identify De-Identified/Aggregated Data. Cannvas's rights in De-Identified/Aggregated Data survive termination.
11.5 Model Training. Except for the creation and use of De-Identified/Aggregated Data under Section 11.4, and except as necessary to provide the Service to the Organization, Cannvas will not use identifiable Org Data to train foundation or general-purpose AI models for the benefit of third parties. Any additional terms regarding AI model training and personal information are set out in the AI Disclosure & Disclaimer and, where applicable to personal information, the DPA. [Confirm training/opt-in posture with counsel; 2026 market default is customer opt-in for identifiable-data training.]
11.6 Feedback. If the Organization or any Authorized User provides suggestions, ideas, enhancement requests, or other feedback regarding the Service ("Feedback"), the Organization grants Cannvas a perpetual, irrevocable, worldwide, royalty-free, fully paid-up, sublicensable license to use and exploit the Feedback for any purpose without restriction or obligation. Feedback is provided voluntarily and is not Confidential Information of the Organization.
12.1 Definition. "Confidential Information" means non-public information disclosed by one party ("Disclosing Party") to the other ("Receiving Party") that is designated as confidential or that a reasonable person would understand to be confidential given its nature and the circumstances of disclosure, including Org Data, the non-public features and performance of the Service, pricing, and business and technical information. Confidential Information does not include information that: (a) is or becomes public through no fault of the Receiving Party; (b) was rightfully known to the Receiving Party without confidentiality obligation before disclosure; (c) is rightfully obtained from a third party without confidentiality obligation; or (d) is independently developed without use of the Disclosing Party's Confidential Information.
12.2 Obligations. The Receiving Party will: (a) use the Disclosing Party's Confidential Information only to exercise its rights and perform its obligations under this Agreement; (b) protect it using at least reasonable care and no less than the care it uses for its own like information; and (c) not disclose it except to its employees, contractors, advisors, and affiliates who need to know and who are bound by confidentiality obligations at least as protective as those in this Section.
12.3 Compelled Disclosure. The Receiving Party may disclose Confidential Information to the extent required by law or legal process, provided that, where legally permitted, it gives the Disclosing Party reasonable prior notice and cooperates in seeking protective treatment.
12.4 Duration. Confidentiality obligations continue during the Term and for [3] years thereafter, except that obligations with respect to trade secrets continue for as long as the information remains a trade secret under applicable law.
13.1 Privacy and Data Processing. Cannvas's handling of personal information is described in the Privacy Policy. To the extent Cannvas processes personal information on the Organization's behalf, the Data Processing Addendum applies and, where its terms conflict with the body of this Agreement regarding such processing, the DPA controls. The Organization is responsible for providing any required notices to, and obtaining any required consents from, individuals whose information is included in Org Data.
13.2 Security. Cannvas will maintain commercially reasonable technical and organizational measures designed to protect Org Data against unauthorized access, use, alteration, disclosure, or destruction, consistent with the DPA. HOWEVER, NO METHOD OF TRANSMISSION OR STORAGE IS COMPLETELY SECURE, AND CANNVAS DOES NOT AND CANNOT GUARANTEE THAT ORG DATA WILL NOT BE SUBJECT TO UNAUTHORIZED ACCESS, LOSS, OR DISCLOSURE, OR THAT ITS SECURITY MEASURES WILL PREVENT EVERY SECURITY INCIDENT. THE ORGANIZATION IS RESPONSIBLE FOR CONFIGURING ITS ACCOUNT SECURELY AND FOR MAINTAINING ITS OWN BACKUPS OF ORG DATA. Security-incident notification obligations, if any, are as set out in the DPA and applicable law.
14.1 Dependencies. The Service relies on and interoperates with third-party services, platforms, and data sources, including, without limitation, METRC and other state track-and-trace systems, cloud infrastructure and edge/network providers (e.g., Cloudflare), database and backend providers (e.g., Supabase), and payment, email, mapping, and communications providers (collectively, "Third-Party Services").
14.2 No Control; No Liability. THIRD-PARTY SERVICES ARE PROVIDED BY THIRD PARTIES AND ARE NOT UNDER CANNVAS'S CONTROL. CANNVAS DOES NOT WARRANT AND IS NOT RESPONSIBLE OR LIABLE FOR THE AVAILABILITY, ACCURACY, SECURITY, PERFORMANCE, ACTS, OR OMISSIONS OF ANY THIRD-PARTY SERVICE, OR FOR ANY DELAY, INTERRUPTION, ERROR, DATA LOSS, OR HARM ARISING FROM A THIRD-PARTY SERVICE, INCLUDING ANY OUTAGE, CHANGE, DEPRECATION, RATE-LIMITING, OR TERMINATION OF ACCESS TO METRC OR ANY OTHER DATA SOURCE. The Organization's use of any Third-Party Service may be governed by that third party's separate terms, and the Organization is responsible for complying with them and for maintaining any required accounts and credentials.
14.3 Integrations. If the Organization enables an integration with a Third-Party Service, it authorizes Cannvas to access and exchange Org Data with that Third-Party Service as needed to operate the integration. Cannvas is not responsible for how a Third-Party Service uses data once transmitted at the Organization's direction.
15.1 Disclaimer. EXCEPT AS EXPRESSLY AND SPECIFICALLY STATED IN A SIGNED WRITING BY CANNVAS, THE SERVICE, THE DASHBOARD, THE CONSUMER APPS, THE CONTENT, THE AI OUTPUTS, AND ALL RELATED MATERIALS ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY LAW, CANNVAS AND ITS SUPPLIERS AND LICENSORS DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE.
15.2 No Warranty of Results or Accuracy. CANNVAS DOES NOT WARRANT THAT THE SERVICE OR ANY CONTENT OR AI OUTPUT WILL BE ACCURATE, COMPLETE, RELIABLE, CURRENT, OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, THAT THE SERVICE WILL MEET THE ORGANIZATION'S REQUIREMENTS OR ACHIEVE ANY PARTICULAR RESULT, OR THAT THE SERVICE OR ITS SERVERS ARE FREE OF HARMFUL COMPONENTS.
15.3 No Uptime or SLA Warranty. UNLESS A SEPARATE, WRITTEN SERVICE-LEVEL AGREEMENT SIGNED BY CANNVAS EXPRESSLY STATES OTHERWISE, CANNVAS MAKES NO WARRANTY OR COMMITMENT REGARDING UPTIME, AVAILABILITY, RESPONSE TIME, OR SUPPORT, AND THE SERVICE MAY BE UNAVAILABLE FROM TIME TO TIME DUE TO MAINTENANCE, UPDATES, THIRD-PARTY DEPENDENCIES, OR OTHER CAUSES.
15.4 Compliance Disclaimer. WITHOUT LIMITING THE FOREGOING, CANNVAS MAKES NO WARRANTY OR REPRESENTATION THAT USE OF THE SERVICE WILL RESULT IN OR MAINTAIN COMPLIANCE WITH ANY LAW, REGULATION, RULE, OR LICENSE CONDITION, INCLUDING METRC OR STATE OR LOCAL CANNABIS REQUIREMENTS. SEE SECTIONS 8, 18, AND 19.
15.5 Jurisdictional Limits. Some jurisdictions do not allow the exclusion of certain warranties, so some of the above exclusions may not apply to the extent prohibited by law; in that case, such warranties are limited to the minimum scope and duration permitted by law.
16.1 Exclusion of Indirect Damages. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL CANNVAS OR ITS AFFILIATES, OR THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS, OR LICENSORS, BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOST PROFITS, LOST REVENUE, LOST BUSINESS, LOST GOODWILL, LOST OR SPOILED INVENTORY OR CROP, BUSINESS INTERRUPTION, REGULATORY FINES OR PENALTIES, LOSS OF OR DAMAGE TO DATA, OR COST OF SUBSTITUTE GOODS OR SERVICES, ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICE, WHETHER BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, WARRANTY, STATUTE, OR ANY OTHER THEORY, AND WHETHER OR NOT CANNVAS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
16.2 Aggregate Cap. TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE TOTAL CUMULATIVE LIABILITY OF CANNVAS AND ITS AFFILIATES, AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS, AND LICENSORS, ARISING OUT OF OR RELATING TO THIS AGREEMENT AND THE SERVICE, FROM ALL CLAIMS AND ALL CAUSES OF ACTION IN THE AGGREGATE, WILL NOT EXCEED THE GREATER OF (A) THE TOTAL FEES ACTUALLY PAID BY THE ORGANIZATION TO CANNVAS FOR THE SERVICE IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE LIABILITY, OR (B) ONE HUNDRED U.S. DOLLARS (US$100).
16.3 Application. THE LIMITATIONS AND EXCLUSIONS IN THIS SECTION 16 APPLY ACROSS ALL CLAIMS AND THEORIES OF LIABILITY IN THE AGGREGATE, APPLY TO AI OUTPUTS AND ALL DATA-ACCURACY AND RELIANCE MATTERS (SECTIONS 7 AND 8), AND ARE A FUNDAMENTAL BASIS OF THE BARGAIN BETWEEN THE PARTIES AND ARE REFLECTED IN THE FEES. THE PARTIES AGREE THAT CANNVAS WOULD NOT PROVIDE THE SERVICE ON AN ECONOMICALLY REASONABLE BASIS WITHOUT THESE LIMITATIONS.
16.4 Carve-Outs. [FOR ATTORNEY REVIEW: Consider whether any limited exceptions to the cap and/or the exclusion of damages are appropriate — for example, for the Organization's payment obligations, the Organization's indemnification obligations under Section 17, a party's breach of confidentiality, the Organization's breach of the license restrictions (Section 3.5) or Section 19, or liability that cannot be limited or excluded by law (such as fraud, willful misconduct, or death or personal injury caused by negligence). Any such carve-outs, and any separate "super cap" for enumerated events, should be negotiated and drafted expressly. As drafted, this Section 16 applies to the maximum extent permitted by law, subject only to Section 16.5.]
16.5 Non-Excludable Liability. Nothing in this Agreement excludes or limits liability that cannot be excluded or limited under applicable law. Some jurisdictions do not allow certain limitations, so some of the above may not apply to the extent prohibited by law.
17.1 Indemnification by the Organization. The Organization will defend, indemnify, and hold harmless Cannvas and its affiliates, and their respective officers, directors, employees, agents, suppliers, and licensors (the "Cannvas Indemnitees"), from and against any and all third-party claims, demands, suits, actions, and proceedings, and all resulting losses, damages, liabilities, settlements, penalties, fines, costs, and expenses (including reasonable attorneys' fees), arising out of or relating to: (a) Org Data, including any claim that Org Data or Cannvas's authorized processing of it infringes, misappropriates, or violates the rights of a third party or any law; (b) the Organization's or any Authorized User's use of, or reliance on, the Service, the Content, or any AI Output, including any business, cultivation, pricing, sales, inventory, financial, or compliance decision; (c) the Organization's business operations and its products; (d) the Organization's violation of this Agreement, the AUP, or applicable law, including cannabis, licensing, consumer-protection, privacy, and regulatory laws; and (e) the Organization's breach of its representations in Sections 1.3, 3.6, 11.3, 18, or 19.
17.2 Cannvas IP Indemnity. Cannvas will defend the Organization from and against third-party claims alleging that the Service, as provided by Cannvas and used in accordance with this Agreement, directly infringes a valid U.S. patent, registered copyright, or registered trademark, or misappropriates a trade secret, and will indemnify the Organization for damages and costs finally awarded against it (or agreed in settlement by Cannvas) on such a claim. This is the Organization's sole and exclusive remedy, and Cannvas's entire liability, for any claim of intellectual-property infringement or misappropriation by the Service.
17.3 Exclusions. Cannvas has no obligation under Section 17.2 to the extent a claim arises from: (a) Org Data or any content, data, or materials not provided by Cannvas; (b) modification of the Service by anyone other than Cannvas; (c) combination or use of the Service with products, data, services, or systems not provided by Cannvas (including Third-Party Services and METRC data) where the claim would not have arisen but for the combination; (d) use of the Service other than in accordance with this Agreement or applicable law; (e) any AI Output or the Organization's reliance on it; or (f) Free/Beta Offerings.
17.4 Remedies for Infringement. If the Service is, or in Cannvas's reasonable opinion is likely to become, the subject of an infringement claim, Cannvas may, at its option and expense: (a) procure the right for the Organization to continue using the Service; (b) modify or replace the affected portion to make it non-infringing while substantially preserving functionality; or (c) if neither (a) nor (b) is commercially reasonable, terminate the affected subscription and refund any pre-paid, unused Fees for the terminated portion.
17.5 Procedure. The party seeking indemnification will: (a) promptly notify the indemnifying party of the claim (a delay does not relieve the indemnifying party except to the extent it is prejudiced); (b) give the indemnifying party sole control of the defense and settlement (provided that a settlement imposing non-monetary obligations or admissions on the indemnified party requires its prior written consent, not to be unreasonably withheld); and (c) provide reasonable cooperation at the indemnifying party's expense.
18.1 General Compliance. Each party will comply with all laws and regulations applicable to it in connection with this Agreement. The Organization is solely responsible for compliance with all laws and regulations applicable to its business and its use of the Service, including cannabis, agricultural, licensing, tax, labeling, advertising, consumer-protection, privacy, employment, and data-protection laws.
18.2 Cannabis Licensure and Compliance Are the Organization's Responsibility. THE ORGANIZATION IS SOLELY RESPONSIBLE FOR OBTAINING AND MAINTAINING ALL CANNABIS AND RELATED LICENSES, PERMITS, AND AUTHORIZATIONS, AND FOR COMPLYING WITH ALL APPLICABLE STATE AND LOCAL CANNABIS LAWS AND REGULATIONS, INCLUDING TRACK-AND-TRACE (E.G., METRC) REPORTING, RECORDKEEPING, TESTING, PACKAGING, LABELING, TRANSPORTATION, AND SALES REQUIREMENTS. CANNVAS DOES NOT PROVIDE COMPLIANCE, LEGAL, OR REGULATORY SERVICES, DOES NOT ASSUME ANY OF THE ORGANIZATION'S REGULATORY OBLIGATIONS, AND, AS STATED IN SECTIONS 8 AND 15, IS NOT A COMPLIANCE SYSTEM OF RECORD AND DOES NOT GUARANTEE COMPLIANCE.
19.1 Federal Status. The Organization acknowledges and agrees that: (a) cannabis (marijuana) is a Schedule I controlled substance under the U.S. federal Controlled Substances Act, and certain cannabis-related activities may be unlawful under U.S. federal law notwithstanding state or local legalization; and (b) the legal status of cannabis is subject to change at the federal, state, and local levels.
19.2 Cannvas Is Ancillary; Software Only. CANNVAS IS AN ANCILLARY CANNABIS-TECHNOLOGY COMPANY THAT PROVIDES SOFTWARE ONLY. CANNVAS DOES NOT CULTIVATE, MANUFACTURE, PROCESS, TEST, TRANSPORT, DISTRIBUTE, POSSESS, PURCHASE, SELL, OR TAKE TITLE TO CANNABIS, CANNABIS PRODUCTS, OR ANY CONTROLLED SUBSTANCE, AND DOES NOT HANDLE THE PROCEEDS OF ANY SUCH TRANSACTION. THE SERVICE IS A PLANNING, ANALYTICS, AND DECISION-SUPPORT TOOL AND IS NOT INTENDED TO, AND MUST NOT BE USED TO, FACILITATE ANY ACTIVITY THAT IS ILLEGAL UNDER APPLICABLE LAW.
19.3 Each Party Responsible for Its Own Compliance. Each party is responsible for its own compliance with applicable law with respect to cannabis. The Organization represents and warrants that it will use the Service only in jurisdictions where its cannabis-related activities are licensed and lawful under applicable state and local law, and that it will not use the Service to facilitate any transaction or activity that is unlawful under the laws applicable to the Organization. The Organization assumes all risk arising from the legal status of cannabis, including any risk of federal enforcement, and Cannvas has no liability arising from the legal status of cannabis or any enforcement action.
Neither party is liable for any delay or failure to perform (other than the Organization's payment obligations for amounts already due) to the extent caused by circumstances beyond its reasonable control, including acts of God, natural disasters, fire, flood, epidemic or pandemic, war, terrorism, civil unrest, labor disputes, governmental action, changes in or enforcement of cannabis or controlled-substance laws or regulations, loss or unavailability of banking, payment-processing, or financial services, internet or telecommunications failures, power outages, cyberattacks, and outages, changes, deprecation, or failures of Third-Party Services (including METRC and cloud, database, payment, and email providers). The affected party will use commercially reasonable efforts to resume performance. If a force-majeure event continues for more than [60] consecutive days, either party may terminate the affected Order Form on notice.
21.1 Updates. Cannvas may modify this Agreement or any incorporated policy from time to time. For material changes, Cannvas will provide reasonable advance notice by email to the Organization's account contact, by notice within the Service, or by posting an updated version at cannvas.app, and will update the "Last updated" date. Non-material changes may be posted without separate notice.
21.2 Acceptance of Changes. Changes take effect as of the stated effective date. THE ORGANIZATION'S CONTINUED ACCESS TO OR USE OF THE SERVICE AFTER THE EFFECTIVE DATE OF A CHANGE CONSTITUTES ACCEPTANCE OF THE UPDATED AGREEMENT. Where required by law or where Cannvas so elects, Cannvas may require the Organization to affirmatively re-accept the updated Agreement (for example, via clickwrap) as a condition of continued use. If the Organization does not agree to a change, its sole remedy is to stop using the Service and, if applicable, terminate under Section 5. Changes to the arbitration provision in Section 22 are subject to Section 22.9.
22.1 Governing Law. This Agreement is governed by the laws of the State of Michigan, without regard to its conflict-of-laws rules, and, with respect to arbitrability and the enforceability of this Section 22, by the Federal Arbitration Act (9 U.S.C. § 1 et seq.) ("FAA"). The U.N. Convention on Contracts for the International Sale of Goods does not apply.
22.2 Informal Resolution. Before commencing arbitration, the parties will attempt in good faith to resolve any dispute informally by sending a written notice describing the dispute and the relief sought to [email protected] (for claims against Cannvas) or to the Organization's account contact (for claims against the Organization). If the dispute is not resolved within [30] days after the notice, either party may commence arbitration. This informal-resolution requirement does not toll the limitations period.
22.3 Binding Arbitration. EXCEPT FOR THE MATTERS CARVED OUT IN SECTION 22.6, ANY DISPUTE, CLAIM, OR CONTROVERSY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICE, INCLUDING ITS EXISTENCE, VALIDITY, INTERPRETATION, PERFORMANCE, BREACH, OR TERMINATION, WILL BE FINALLY RESOLVED BY MANDATORY, BINDING, INDIVIDUAL ARBITRATION, AND NOT IN COURT. The arbitration will be administered by [JAMS / the American Arbitration Association ("AAA")] under its then-current commercial arbitration rules, as modified by this Section. The arbitration will be conducted by a single arbitrator, will take place in [VENUE COUNTY], Michigan (or by videoconference or on documents only where the amount in controversy permits under the applicable rules), and will be conducted in English. The arbitrator's award may be entered in any court of competent jurisdiction.
22.4 Delegation. The arbitrator, and not any court, has exclusive authority to resolve any dispute relating to the interpretation, applicability, enforceability, or formation of this arbitration agreement, including any claim that all or part of it is void or voidable, except that a court of competent jurisdiction (and not the arbitrator) will decide any dispute regarding the scope, enforceability, or effect of the Class-Action and Representative-Action Waiver in Section 22.5.
22.5 Class-Action and Representative-Action Waiver. TO THE MAXIMUM EXTENT PERMITTED BY LAW, EACH PARTY MAY BRING CLAIMS AGAINST THE OTHER ONLY IN ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, CONSOLIDATED, PRIVATE-ATTORNEY-GENERAL, OR OTHER REPRESENTATIVE PROCEEDING. THE ARBITRATOR MAY NOT CONSOLIDATE OR JOIN THE CLAIMS OF MORE THAN ONE PARTY AND MAY NOT PRESIDE OVER ANY FORM OF CLASS, COLLECTIVE, OR REPRESENTATIVE PROCEEDING, AND MAY AWARD RELIEF ONLY IN FAVOR OF, AND TO THE EXTENT NECESSARY TO PROVIDE RELIEF NECESSITATED BY, THE INDIVIDUAL PARTY'S CLAIM. IF THIS WAIVER IS FOUND UNENFORCEABLE AS TO A PARTICULAR CLAIM OR REQUEST FOR RELIEF, THAT CLAIM OR REQUEST WILL BE SEVERED AND HEARD IN COURT, AND ALL OTHER CLAIMS WILL PROCEED IN ARBITRATION.
22.6 Carve-Outs. Notwithstanding Section 22.3, either party may: (a) bring an individual action in small-claims court for a dispute within that court's jurisdiction; and (b) seek temporary or preliminary injunctive or other equitable relief in a court of competent jurisdiction to prevent or stop actual or threatened infringement, misappropriation, or violation of intellectual-property or confidentiality rights, pending resolution of the underlying dispute in arbitration.
22.7 Mass-Arbitration / Batch Procedure. If [25] or more arbitration demands of a substantially similar nature are filed against Cannvas by or with the assistance or coordination of the same or coordinated counsel, the parties agree that the demands will be administered in staged batches to promote efficiency, using bellwether procedures and a single administrative filing where the applicable rules provide for such procedures, and that limitations periods for the batched claims are tolled during the batch process. [FOR ATTORNEY REVIEW: conform to the selected administrator's current mass-arbitration/mass-filing supplementary rules and confirm enforceability in the governing jurisdiction.]
22.8 Jury-Trial Waiver. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IF FOR ANY REASON A DISPUTE PROCEEDS IN COURT RATHER THAN IN ARBITRATION, EACH PARTY KNOWINGLY, VOLUNTARILY, AND IRREVOCABLY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY SUCH PROCEEDING. For any dispute not subject to arbitration, the parties consent to the exclusive jurisdiction and venue of the state and federal courts located in [VENUE COUNTY], Michigan, and waive any objection based on inconvenient forum.
22.9 30-Day Right to Opt Out of Arbitration. THE ORGANIZATION MAY OPT OUT OF THIS SECTION 22 (BINDING ARBITRATION, CLASS-ACTION AND REPRESENTATIVE-ACTION WAIVER, AND JURY-TRIAL WAIVER, EXCEPT THE JURY-TRIAL WAIVER IN SECTION 22.8, WHICH SURVIVES) BY SENDING WRITTEN NOTICE OF ITS DECISION TO OPT OUT TO [email protected] WITHIN THIRTY (30) DAYS AFTER FIRST ACCEPTING THIS AGREEMENT. The notice must include the Organization's legal name, account information, and a clear statement that the Organization opts out of arbitration. Opting out will not affect any other provision of this Agreement. If the Organization opts out, disputes will be resolved in the courts identified in Section 22.8. If Cannvas materially changes Section 22 in the future, the Organization may reject the change as to then-existing disputes by notice to [email protected] within [30] days of the change.
22.10 Survival. This Section 22 survives termination of this Agreement.
23.1 Notices. Notices to Cannvas must be sent to [email protected] and, if a physical address is required, to [NOTICE ADDRESS]. Notices to the Organization may be sent to the email or account contact on file or posted in the Service, and are deemed given when sent or posted. Operational notices may be provided at [email protected]. Each party is responsible for keeping its contact information current.
23.2 Assignment. The Organization may not assign or transfer this Agreement, in whole or in part, whether by operation of law or otherwise, without Cannvas's prior written consent; any attempted assignment in violation of this Section is void. Cannvas may assign this Agreement without consent to an affiliate or in connection with a merger, acquisition, reorganization, or sale of all or substantially all of its assets or business. Subject to the foregoing, this Agreement binds and benefits the parties and their permitted successors and assigns.
23.3 Relationship of the Parties. The parties are independent contractors. This Agreement does not create a partnership, joint venture, agency, franchise, fiduciary, or employment relationship, and neither party has authority to bind the other.
23.4 No Third-Party Beneficiaries. Except for the Cannvas Indemnitees under Section 17 and Cannvas's suppliers and licensors as beneficiaries of Sections 15 and 16, this Agreement does not confer any rights or remedies on any third party.
23.5 Severability. If any provision of this Agreement 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. The enforceability of Section 22.5 (Class-Action and Representative-Action Waiver) is governed by Section 22.5 rather than this Section.
23.6 Waiver. No failure or delay in exercising any right is a waiver of it, and no waiver is effective unless in writing and signed by the waiving party. A waiver on one occasion is not a waiver on any other occasion.
23.7 Publicity. Neither party will use the other's name, logo, or marks in publicity or marketing without the other's prior consent, except that Cannvas may identify the Organization as a customer and use its name and logo in customer lists and marketing materials only if the Organization opts in in writing (including via a written or in-product opt-in). Either party may make truthful statements required by law or legal process.
23.8 Survival. Any provision that by its nature should survive termination survives, including Sections 2, 4 (for accrued amounts), 5.5–5.7, 7–19, 22, and 23.
23.9 Entire Agreement; Order of Precedence. This Agreement, together with the incorporated Privacy Policy, Data Processing Addendum, Acceptable Use Policy, AI Disclosure & Disclaimer, and any Order Form, is the entire agreement between the parties regarding the Service and supersedes all prior or contemporaneous understandings on that subject. In case of conflict, the order of precedence in Section 1.4 applies (with the DPA controlling as to processing of personal information per Section 13.1). Any pre-printed or conflicting terms in an Organization purchase order or vendor-onboarding document are rejected and have no effect.
23.10 Electronic Acceptance; Counterparts. This Agreement may be accepted electronically (including by clickwrap) and, if executed, may be executed in counterparts (including by electronic signature), each of which is an original and all of which together constitute one instrument. The parties consent to conduct this transaction by electronic means.
23.11 Interpretation. Headings are for convenience only. "Including" means "including without limitation." References to "days" mean calendar days unless stated otherwise. This Agreement will not be construed against the drafter.
23.12 Export and Sanctions. The Organization represents that it is not located in, and will not use the Service in, a jurisdiction subject to comprehensive U.S. sanctions, and that it is not on any U.S. government restricted-party list. The Organization will comply with applicable export-control and sanctions laws.
*End of Agreement.*
This is a vendor-favorable first draft (v0.1) prepared for review and customization by the client's own counsel. It is not legal advice and is not yet effective. Reviewing counsel should, at minimum:
Cannvas, LLC, Michigan, [VENUE COUNTY], Michigan, [NOTICE ADDRESS], [EFFECTIVE DATE], cure/notice/day counts, Fee schedule and Free/Beta terms (Section 4), and arbitration administrator (JAMS vs. AAA).Michigan (including UCC Article 2 by analogy and any unconscionability limits).Sources consulted for current (2026) best practices: