Effective Date: Upon signature of an applicable Order Form
Last Updated: 08/28/2025
This Master Subscription Agreement (“Agreement”) is entered into by and between Cannabis Cloud™, a trade name used by 3KEYMEDIA, LLC and/or its affiliates including Eagle 47 Holdings LLC (“Licensor,” “Cannabis Cloud,” “we,” “us”), and the customer identified in the applicable Order Form (“Customer,” “you,” “your”).
This Agreement governs Customer’s access to and use of Cannabis Cloud’s software, services, and related offerings (the “Services”). By executing an Order Form referencing this Agreement, Customer agrees to be bound by the following terms:
1. Definitions
- “Order Form” means the ordering document signed by Customer and Cannabis Cloud setting forth subscription terms, fees, contract start and end dates, and applicable Services.
- “Subscription Term” means the period of service identified on the Order Form.
- “Subscription Fees” means the fees for Services stated on the Order Form, including per-transaction fees and any recurring charges.
- “Customer Data” means all information submitted by Customer or its users through the Services.
- “Confidential Information” means any non-public information disclosed by either party that is designated confidential or would reasonably be understood to be confidential.
- “Cancellation Fee” means a $5,000 fee assessed to Customer upon Customer’s Default under this Agreement.
2. Subscription Terms
2.1 Grant of Use. Subject to timely payment of Subscription Fees, Cannabis Cloud grants Customer a limited, non-exclusive, non-transferable right to access and use the Services solely for Customer’s internal business purposes during the Subscription Term.
2.2 Subscription Term. The Subscription Term is stated on the applicable Order Form.
2.3 Non-Cancelability. All subscriptions are non-cancelable prior to the Contract End Date stated on the applicable Order Form.
2.4 Renewals. Unless otherwise stated in an Order Form, subscriptions automatically renew for successive terms equal to the initial Subscription Term unless either party gives written notice of non-renewal at least sixty (60) days prior to expiration of the current term.
3. Use of Services
- Customer is responsible for maintaining all necessary equipment, connectivity, and security measures.
- Customer shall not (i) reverse engineer or copy the Services, (ii) use the Services to provide service bureau or hosting to third parties, (iii) interfere with Service performance, or (iv) use the Services in violation of applicable law.
4. Support and Updates
- Cannabis Cloud provides standard support and scheduled updates to the Services.
- Cannabis Cloud will use commercially reasonable efforts to maintain 99.9% uptime, excluding scheduled maintenance.
5. Payment Terms
Payment Terms
5.1 Invoices. Subscription Fees are due as stated on the Order Form. Unless otherwise agreed, fees are invoiced monthly and payable upon receipt.
5.2 Permitted Payment Methods. Payments must be made via ACH transfer, unless otherwise expressly authorized in writing by Cannabis Cloud.
5.3 Checks. Cannabis Cloud is under no obligation to accept checks. If Cannabis Cloud, in its sole discretion, agrees to accept payment by check, (a) such check must be received by the invoice due date, (b) an additional processing fee of $333 will apply, and (c) checks will not be accepted for any past due invoices.
5.4 Returned Checks. Customer will be responsible for any fees and costs associated with a returned, dishonored, or insufficient funds check, including but not limited to a $500 administrative fee per occurrence, plus any applicable bank charges.
5.5 Condition Precedent. Cannabis Cloud is not required to provide or continue Services until all undisputed amounts are paid in full using an approved payment method.
5.6 Late Payments. Past-due balances may accrue interest at 1.5% per month (or the maximum allowed by law) and may result in suspension of Services.
6. Data & Privacy
6.1 Ownership. Customer retains ownership of Customer Data.
6.2 Use of Data. Cannabis Cloud may use de-identified, aggregated data for analytics and product improvements.
6.3 Compliance. Both parties will comply with applicable data protection and privacy laws.
6.4 Data Exports.
(a) During the Subscription Term, Customer may export its data through standard functionality made available within the Services.
(b) Any non-standard or bulk data export requests (including database extractions, large historical data pulls, or requests requiring technical resources from Cannabis Cloud) shall be provided only at Cannabis Cloud’s discretion and may be subject to additional professional services fees, billed at Cannabis Cloud’s then-current rates.
(c) Cannabis Cloud shall have no obligation to provide data exports until all undisputed amounts owed under the Agreement and applicable Order Forms have been paid in full.
(d) Following termination or expiration of the Subscription Term, Cannabis Cloud shall make Customer Data available for export in a commercially reasonable manner for thirty (30) days, after which Cannabis Cloud shall have no obligation to maintain or provide Customer Data and shall delete or anonymize it in accordance with its standard policies.
7. Termination & Remedies
7.1 Termination for Cause. Either party may terminate this Agreement or any Order Form for uncured material breach after thirty (30) days’ written notice specifying the breach.
7.2 Early Termination Fee; Acceleration. If (a) Customer terminates this Agreement or any Order Form before the end of the Subscription Term for any reason other than Cannabis Cloud’s uncured material breach, or (b) Cannabis Cloud terminates for Customer’s breach or default, then all fees that would have become due for the remainder of the Subscription Term shall immediately become due and payable as liquidated damages (not as a penalty). These fees will be calculated as the greater of:
- (i) the Base Per-Transaction Rate stated on the applicable Order Form × Customer’s historical average monthly transactions × the months remaining in the Subscription Term, or
- (ii) any minimum commitment stated in the applicable Order Form;
plus any accrued but unpaid fees.
7.3 Effect of Termination; Suspension. On termination or expiration, Customer shall cease all use of the Services and pay all accrued amounts plus any amounts accelerated under §7.2. Cannabis Cloud may suspend Services for nonpayment or violation of this Agreement with prior notice where commercially reasonable.
8. Confidentiality
- Each party will maintain the confidentiality of the other’s Confidential Information using at least the same care it uses to protect its own confidential information.
- Exceptions include information that is publicly known, lawfully received from a third party, or independently developed.
9. Intellectual Property
- Cannabis Cloud retains all ownership rights in the Services.
- Customer is granted only a subscription license to use the Services as specified in the Order Form.
10. Warranties & Disclaimers
- Each party represents it has authority to enter into this Agreement.
- THE SERVICES ARE PROVIDED “AS IS.” EXCEPT AS EXPRESSLY STATED HEREIN, CANNABIS CLOUD DISCLAIMS ALL WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
11. Limitation of Liability
- NEITHER PARTY SHALL BE LIABLE FOR INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES.
- CANNABIS CLOUD’S TOTAL LIABILITY SHALL NOT EXCEED FEES PAID BY CUSTOMER IN THE SIX (6) MONTHS PRIOR TO THE CLAIM.
12. Indemnification
- Customer shall indemnify Cannabis Cloud from claims arising out of Customer Data or misuse of the Services.
- Cannabis Cloud shall indemnify Customer against third-party claims alleging the Services infringe intellectual property rights, subject to limitations.
13. General Terms
13.1 Governing Law; Venue. This Agreement shall be governed by Nevada law, with venue for any disputes in San Diego County, California.
13.2 Assignment. Customer may not assign or transfer this Agreement or any Order Form, whether by merger, change of control, asset sale, or otherwise, without Cannabis Cloud’s prior written consent; any unauthorized assignment is void. In any permitted transfer or change of control, the successor must expressly assume all obligations under this Agreement and the applicable Order Forms in writing, and the original Customer remains jointly and severally liable for all obligations accrued prior to the effective date of such transfer.
13.3 Attorneys’ Fees. The prevailing party in any enforcement action is entitled to recover reasonable attorneys’ fees and costs.
13.4 Entire Agreement. This Agreement and all Order Forms constitute the complete agreement and supersede prior agreements.
13.5 Amendments. Cannabis Cloud may update this Agreement by posting a revised version on its website. Continued use of the Services after posting constitutes acceptance.
13.6 Licensed Facility Transfers.
Where the Customer is a state-licensed cannabis facility, Customer acknowledges and agrees that the license holder and/or entity owning such facility is the responsible party under this Agreement and any related Order Forms.
In the event that ownership of the licensed facility is transferred, whether by sale, merger, foreclosure, receivership, or otherwise, (a) the new owner of the licensed facility shall automatically become the Customer under this Agreement and assume all rights and obligations hereunder, and (b) the prior Customer shall remain jointly and severally liable for all obligations accrued prior to the effective date of such transfer.
No data transfers, migrations, exports, support services, or account transitions will be provided in connection with a facility ownership transfer unless (i) Cannabis Cloud receives a written acknowledgement signed by the new owner accepting all obligations under this Agreement and applicable Order Forms, and (ii) all outstanding balances are current and any required retainers have been paid.
Cannabis Cloud reserves the right to suspend Services if these conditions are not met.
13.7 Facility Compliance Responsibility.
Customer acknowledges and agrees that, as the holder of a state-issued cannabis license and/or operator of a licensed facility, Customer is solely responsible for ensuring compliance with all applicable laws, regulations, standard operating procedures, and regulatory audits. Cannabis Cloud provides technology to automate and assist with reporting, data management, and workflow, but does not assume any responsibility for regulatory compliance, audit outcomes, or operational oversight.
Cannabis Cloud shall not be liable for any fines, penalties, enforcement actions, or losses arising from Customer’s failure to comply with applicable laws or regulatory requirements.
At Customer’s request, Cannabis Cloud may provide additional Professional Services under a separate engagement and retainer to assist Customer in identifying potential compliance issues or in preparing remedial actions; however, such services are advisory only, and Customer remains ultimately responsible for compliance.
14. Order Form Integration
Each Order Form executed between Customer and Cannabis Cloud is incorporated into this Agreement. In the event of conflict, the Order Form controls fees and billing terms; this Agreement controls enforcement, termination, and remedies.
By executing an Order Form, Customer acknowledges and agrees to this Master Subscription Agreement.