Cannabis Cloud

Terms of Service

Terms of Service

Last updated: October 16, 2026 · These Terms restore and continue the Cannabis Cloud™ License Agreement terms in effect since 2022.

These Terms of Service (the “Terms”) govern use of the Cannabis Cloud™ software service, operated by 3KEYMEDIA, LLC, a Nevada limited liability company (“Cannabis Cloud”, “Licensor”, “we”), including the website, the Salesforce-native application, point of sale, Metrc compliance tooling, and the Cannabis Cloud AI connectors for Claude and ChatGPT. By subscribing to, accessing, or continuing to use the software, you (“Customer”, “you”) agree to these Terms. Where you have signed a License Agreement, Engagement Agreement, or Order with 3KEYMEDIA, LLC, these Terms supplement that agreement; the signed agreement controls where they differ. Since 2024, the Cannabis Cloud™ intellectual property has been held by Eagle 47 Holdings, LLC, a Nevada limited liability company and its holding company (the “IP Holder”); 3KEYMEDIA, LLC continues to administer and manage the service, these Terms, and all customer agreements on the IP Holder’s behalf, and references to “Licensor” include the IP Holder as its interest may appear.

1. The service

Cannabis Cloud is business software for licensed cannabis operators. We sell software subscriptions and professional services only. We do not sell, broker, deliver, or facilitate the purchase of cannabis or cannabis products, and the AI connectors cannot be used to do so.

2. Subscriptions and renewal

  • Subject to payment of the applicable subscription fees, you may access and use the software in the configuration described in your Order, solely for your own internal business purposes during the subscription term. A separate subscription is required for each retail or physical location.
  • Unless your Order says otherwise, subscriptions automatically renew for additional periods equal to the expiring term, unless either party gives written notice of non-renewal at least 60 days before the end of the current term. Where an Order is not subject to automatic renewal, the agreement continues month-to-month from the end of the term. Irrespective of the subscription term, all Customer obligations under these Terms remain in effect for as long as you are still using the software.
  • Professional services, where ordered, are governed by the applicable Order or statement of work and by these Terms.

3. Use of the software

You are responsible for the equipment, connectivity, and IT infrastructure needed to access the software, for the acts of your authorized users, and for promptly notifying us of any suspected unauthorized use of your account. You will not (and will not knowingly allow any third party to):

  • reverse assemble, reverse compile, reverse engineer, or otherwise attempt to reconstruct or derive source code, underlying ideas, algorithms, structure, or organization of the software;
  • permit use of the software by a third party, or use it to provide service-bureau, time-sharing, or other computer services to a third party;
  • use Confidential Information of Licensor related to the software to intentionally assist in the development of a product that is competitive with the software;
  • remove or obscure proprietary notices; modify or create derivative works except as expressly authorized; interfere with or disrupt the integrity or performance of the software;
  • gain or attempt to gain unauthorized access to other accounts, systems, or networks, or access systems, data, or information not intended to be accessible to you;
  • use the software in violation of these Terms, applicable law, or written instructions provided by Licensor.

Interfaces with third-party application providers, where enabled, are at your own decision and risk, subject to any applicable API fees and to your separate agreement with that provider.

4. Support and uptime

Licensor targets 99.9% uptime and provides technical support through its online resources, electronic written messages, and/or telephone. Support does not cover problems arising from your equipment, data, networking, internet access, other software, or unauthorized use or modification of the software, and is not a substitute for training.

5. Payment

  • Subscription fees are those stated in your Order or, where the parties have adjusted fees by mutual agreement, the amounts reflected in Licensor’s issued invoices and the parties’ payment records, which constitute the operative fee schedule. All payments are payable to the entity and account designated in Licensor’s invoices or otherwise designated in writing — since 2024, Eagle 47 Holdings, LLC, the holding company of the Cannabis Cloud™ intellectual property; payment so directed fully discharges the payment obligation. Unless your Order says otherwise, subscription fees and implementation or service fees are due within 30 days of the invoice date; API fees are due within 10 days of the monthly invoice. Online subscriptions are billed through Stripe at the price shown at checkout.
  • Late payments on undisputed amounts may bear interest at 1.5% per month (or the maximum permitted by law, whichever is lower) plus collection expenses. Billing disputes must be reported in writing within 60 days of the invoice date. Except as expressly provided, payment obligations are non-cancelable and amounts paid are non-refundable.
  • Fees exclude sales and use taxes (GST/VAT); you are liable for applicable taxes unless you provide a valid exemption certificate in advance.

6. Customer data and data protection

  • You own your data. You retain all rights, title, and interest in Customer Data and are responsible for its accuracy, quality, integrity, and legality. You grant Licensor a nonexclusive, worldwide, royalty-free license to collect, process, use, transmit, and store Customer Data solely to provide the software and related services.
  • Licensor may use de-identified data and aggregated industry reporting (excluding Customer-branded data) to improve the software and develop products. Licensor will not share, disclose, sell, or otherwise use Customer Data relating to Customer-branded products for any purpose other than providing the software.
  • Licensor monitors availability and performance (endpoint URLs, logs, IP addresses) to validate uptime and detect negative activity (“Software Performance Data”).
  • Customer Data is not accessed by Licensor except as necessary to identify, investigate, or resolve technical problems or verify compliance with these Terms, is kept confidential, handled per applicable law, and not comingled with other customers’ data except in obfuscated, anonymized form.
  • Licensor may disclose Customer Data where required by valid court order, subpoena, or applicable law, with prompt written notice to you unless prohibited, and will cooperate at your expense if you contest the disclosure.
  • You must maintain commercially reasonable administrative, physical, and technical safeguards for your own IT infrastructure, access controls, registers, and devices, and maintain a conspicuous privacy policy that complies with applicable law for individuals whose data you collect.

7. Termination, suspension, and non-payment

  • Either party may terminate for material breach not cured within 30 days of written notice. If you terminate for Licensor’s uncured breach, Licensor refunds the unused prepaid portion of subscription fees; if Licensor terminates for your uncured breach, Licensor retains all fees paid and amounts due.
  • Licensor may suspend or deactivate access if undisputed amounts are more than 30 days past due, if renewal fees are unpaid when due, or if your use creates a security vulnerability, breaches these Terms, or violates applicable law — with commercially reasonable prior notice where practicable, and prompt restoration once resolved. The service deactivates on non-payment; your data remains yours, and maintaining backups and exports of your data is your responsibility.
  • On expiration or termination you will stop using the software and pay accrued fees. Confidentiality, payment, restrictions, proprietary rights, warranty, liability, and indemnification provisions survive termination.

8. Confidentiality

Each party may use the other’s Confidential Information — including pricing, product plans, technical data, trade secrets, know-how, and customer lists — only for the purpose for which it was provided, may share it only with employees, agents, and representatives under similar confidentiality obligations who need to know it, and must protect it with at least reasonable care. These obligations continue during the term and at all times thereafter. Disclosure compelled by law requires prior written notice to the disclosing party where legally permitted. Violation of these covenants may cause irreparable harm, entitling the harmed party to injunctive and other equitable relief without bond, in addition to all other remedies.

9. Non-disparagement

To the maximum extent permitted by law, during the term of the parties’ agreement and at any time thereafter, neither party shall disparage or otherwise publish or communicate derogatory statements or opinions — statements that detract from one’s character, standing, or reputation — about the other party, its officers, directors, products, services, or affiliates, to any person or entity, orally, in writing, or otherwise.

10. Proprietary rights

All right, title, and interest in the software, including modifications and enhancements, is owned by Licensor and, since 2024, held by Eagle 47 Holdings, LLC as the holding company of the Cannabis Cloud™ intellectual property, with 3KEYMEDIA, LLC administering the service and customer agreements on its behalf. Subscription fees apply only to your use of the software and grant no ownership. Feedback you provide may be used by Licensor royalty-free without restriction, and intellectual property created from Feedback vests in Licensor. Unless your Order says otherwise, Licensor may identify your business as a customer, including name and logo, in marketing materials.

11. AI connectors and regulatory responsibility

The Cannabis Cloud AI connectors expose read-only regulatory data and explicitly confirmed actions. You remain responsible for regulatory compliance: Cannabis Cloud drafts and reconciles; a licensed human confirms. AI-generated output must be reviewed before regulatory submission. Use the Metrc integration only with credentials you are authorized to use; access follows the permissions of your Metrc user.

12. Disclaimer and limitation of liability

Licensor does not offer retail, tax, regulatory compliance, or business operations advice; general information is not professional advice nor a statement that you comply with applicable laws. THE SOFTWARE AND LICENSOR SERVICES ARE PROVIDED “AS-IS” AND LICENSOR DOES NOT WARRANT THAT OPERATION WILL BE ENTIRELY SECURE, ERROR FREE, ACCURATE, UNINTERRUPTED, OR MEET YOUR REQUIREMENTS. ALL IMPLIED WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, ARE DISCLAIMED. Except for gross negligence, willful misconduct, indemnification obligations, or breach of confidentiality, neither party is liable for indirect, consequential, incidental, punitive, or exemplary damages, or loss of profits, goodwill, or data, and neither party’s aggregate liability will exceed the subscription fees due from you under the applicable Order. Material breach of the use restrictions, confidentiality, or Licensor’s intellectual property rights will likely cause irreparable injury, and injunctive relief may be sought in addition to other remedies.

13. Indemnification

Licensor will defend and indemnify you against third-party claims that the software infringes intellectual property rights, subject to the exclusions and remedies (procure rights, replace or modify, or cancel and refund unused fees) stated in the License Agreement. You will defend and indemnify Licensor against claims arising from your Customer Data, your breach of these Terms, your violation of applicable law, or your gross negligence or willful misconduct. Indemnity obligations are conditioned on prompt notice, sole control of defense by the indemnifying party, and reasonable cooperation.

Eagle 47 Holdings, LLC, as the holding company of the Cannabis Cloud™ intellectual property, is a passive IP holder: it assumes no obligations to Customer under these Terms and shall have no liability whatsoever to Customer or any third party under or in connection with these Terms, the software, or the service. Customer waives, releases, and covenants not to bring any claim against Eagle 47 Holdings, LLC arising out of or relating to the service; any such claim must be brought against 3KEYMEDIA, LLC alone. 3KEYMEDIA, LLC indemnifies and holds Eagle 47 Holdings, LLC harmless from any and all such liability. Eagle 47 Holdings, LLC is an intended third-party beneficiary of this section and may enforce it directly.

14. General

  • The parties are independent contractors; no agency, partnership, joint venture, franchise, or employment relationship is created, and neither party may bind the other.
  • Neither party may assign these Terms without the other’s prior written consent, except to an affiliate or in connection with a merger, acquisition, reorganization, or sale of substantially all assets or equity.
  • Neither party is liable for delay or failure (excluding payment obligations) caused by conditions beyond its reasonable control.
  • These Terms are governed by the laws of the State of Nevada, without regard to conflicts of law; the UN Convention on Contracts for the International Sale of Goods is excluded. Any suit arising out of or related to these Terms shall be brought in the state courts of the State of California sitting in San Diego County, California, and the parties consent to the exclusive jurisdiction of those courts. The prevailing party in any proceeding to enforce these Terms is entitled to recover reasonable attorneys’ fees and costs.
  • Licensor may change or update these Terms at any time by posting the revised terms on this website; continued use of the software after changes are effective constitutes consent to them.

Contact

3KEYMEDIA, LLC · 701 South Carson Street, Carson City, NV 89703 · legal@cannabis.cloud