Dispensary Platform Agreement

About this agreement

This Dispensary Platform Agreement (“Agreement”) is between [Company legal name] (“Budfront,” “we” or “us”) and the business that signs up for Budfront (“Customer” or “you”). It applies when you sign an Order Form that references it, accept it online or start using the Services. If you accept on behalf of a business, you confirm that you have authority to bind that business.

Definitions

Services means Budfront’s hosted software and related services, including your website, online menu and ordering, branded mobile apps, marketing tools, loyalty program, compliance features, integrations, dashboard, launch services and support.
Order Form means the online signup or written order that lists your locations, plan, fees and start date.
Storefront means the website, menu and apps we operate for you under your brand.
Shopper means a person who browses or orders from your Storefront.
Customer Data means information you or your Shoppers provide through the Services, including menus, orders, customer lists and Shopper Data.
Shopper Data means personal information about Shoppers, including any age verification and medical patient information.
Authorized Users means your employees and contractors whom you allow to use the Services.

The services

During the subscription term, we will provide the Services described in your Order Form and give you a non-exclusive, non-transferable right for your Authorized Users to use them for your licensed retail business. Our launch team will set up your Storefront, connect the integrations you choose and train your staff. Some features, such as branded apps, depend on third parties like app stores, which have their own approval rules that we don’t control.

Subscription and fees

Fees. You agree to pay the subscription fees in your Order Form or, if none are listed, the fees on our pricing page at the time you sign up. Fees are charged per location.
Billing. Fees are billed monthly in advance using the payment method on file. Fees are non-refundable except where this Agreement says otherwise.
No commissions. Budfront does not charge commissions or per-order fees on sales made through your Storefront.
Pass-through costs. If you use more than your plan’s included allowance for certain usage-based items, such as text messages, we may charge for the extra usage at our cost, as described in your Order Form or dashboard.
Taxes. Fees don’t include taxes. You’re responsible for sales, use and similar taxes on the Services, other than taxes on Budfront’s income.
Late payment. If a payment fails, we’ll notify you. If it remains unpaid 15 days after that notice, we may suspend the Services until it’s paid.
Price changes. We may change our fees with at least 30 days’ notice. Changes take effect at the start of your next billing period after the notice period.

Term, cancellation and termination

Term. Your subscription starts on the date in your Order Form and renews month to month until cancelled.
Cancellation. Either party may cancel by giving at least 30 days’ written notice. Cancellation takes effect at the end of the billing period in which the notice period ends.
Termination for breach. Either party may terminate this Agreement if the other materially breaches it and doesn’t fix the breach within 30 days after written notice.
License status. You must tell us promptly if your cannabis license is suspended, revoked or not renewed. We may suspend or terminate the Services for an affected location immediately in that case.
After termination. Your right to use the Services ends. For 30 days after termination, you may request an export of your Customer Data in a standard format. We will help you point your domain to a new provider and will remove your branded apps from app stores. Sections that by their nature should survive termination, such as payment obligations, confidentiality, disclaimers, limitation of liability and indemnification, will survive.

Your responsibilities

You are responsible for:

Licensing. Holding and maintaining every license and permit your business needs, for each location that uses the Services.
Compliance with law. Operating your business, including sales, delivery, advertising, marketing and record keeping, in compliance with all state and local laws and regulations that apply to you.
Your configuration. Reviewing and confirming the accuracy of your menu, product information, prices, potency and lab data, taxes, hours, delivery areas, purchase limits, age and patient settings and other compliance settings before and after launch.
Verification at handoff. Checking identification and eligibility at pickup and delivery as required by law, even when a Shopper was verified online.
Marketing consent. Having all consents required to send marketing messages to your contacts, including any customer lists you import, and honoring opt-out requests.
Privacy notice. Providing Shoppers with your own privacy notice that accurately describes how you collect and use their information, including through the Services.
Accounts. Keeping login credentials secure, limiting access to Authorized Users and making sure they follow this Agreement.
Your content. Having the rights to the logos, photos, descriptions and other content you give us.

Our responsibilities and support

We will provide the Services in a professional manner and in material accordance with their published descriptions.
We will use commercially reasonable efforts to keep the Services available, and to schedule planned maintenance at times that minimize disruption, with advance notice for significant maintenance.
We will provide support by phone, email and chat during our published support hours, [Support hours].
When we become aware of changes to cannabis rules in markets we serve that affect default settings in the Services, we will use reasonable efforts to update those settings and let you know. You remain responsible for confirming your settings meet your obligations.
We will maintain the security measures described on our Security page.

Data ownership and processing

You own your data. As between the parties, you own your Customer Data, including your customer lists and Shopper Data.
How we use it. We process Customer Data only to provide, secure, support and improve the Services, as you instruct, and as required by law. We act as your service provider for Shopper Data and do not sell it or use it to market to Shoppers on behalf of anyone else.
Sensitive information. We use age verification and medical patient information only to provide the features you enable, such as age checks, purchase limits and patient pricing.
Aggregated data. We may use aggregated or de-identified data that doesn’t identify you or any individual to operate and improve the Services.
Subprocessors. We use service providers, such as hosting and messaging providers, who are bound by confidentiality and data protection obligations at least as protective as ours.
Security incidents. If we become aware of unauthorized access to Customer Data in our systems, we will notify you without undue delay and give you information you reasonably need to meet your own obligations.
Deletion. We will delete Customer Data within 90 days after termination, except where we must keep it longer by law or it remains in backups that are deleted on their normal schedule.

Acceptable use

You agree not to use the Services to:

Sell or market cannabis to anyone under the legal age, or outside the jurisdictions where you are licensed to sell
Ship cannabis across state lines or otherwise violate federal, state or local law
Send spam, or send messages without the consent the law requires
Make false or misleading claims, including health claims that aren’t permitted in your state
Upload content that infringes others’ rights or contains malicious code
Reverse engineer, copy or resell the Services, or access them to build a competing product
Interfere with the security or performance of the Services

Intellectual property

Budfront owns the Services, including our software, designs, templates and documentation, and all improvements to them. You own your brand, logos and the content you provide. You give us a limited license to use your brand and content to provide the Services. We will only name you as a customer or use your results in our marketing with your written permission. If you give us feedback, we may use it without obligation to you.

Confidentiality

Each party may receive non-public information from the other that is marked confidential or would reasonably be understood to be confidential (“Confidential Information”). The receiving party will use it only to perform this Agreement, protect it with at least reasonable care and share it only with people who need to know it and are bound by similar obligations. These duties don’t apply to information that is public through no fault of the receiving party, already known to it, independently developed or rightfully received from someone else. A party may disclose Confidential Information if required by law, after giving the other party notice where legally allowed.

Warranties and disclaimers

Each party confirms that it has the authority to enter into this Agreement. You confirm that you hold the licenses needed to operate each location that uses the Services.

Budfront provides software tools, not legal, tax or compliance advice. Compliance features such as age gates, purchase limits and messaging safeguards are designed to help you follow the rules, but they don’t replace your own judgment, policies and advisors. You remain solely responsible for your compliance with the laws that apply to your business. Cannabis remains illegal under U.S. federal law.

We don’t guarantee any particular sales, search rankings, app store approvals or other results. Except as expressly stated in this Agreement, the Services are provided “as is,” and to the fullest extent permitted by law, Budfront disclaims all other warranties, express or implied, including warranties of merchantability, fitness for a particular purpose and non-infringement. We aren’t responsible for third-party services, such as point-of-sale systems, app stores, search engines, payment providers or wireless carriers.

Limitation of liability

To the fullest extent permitted by law, neither party will be liable for any indirect, incidental, special, consequential or punitive damages, or for lost profits, revenue or goodwill, even if it was told they were possible. Each party’s total liability arising out of or related to this Agreement will not exceed the fees you paid to Budfront in the 12 months before the event giving rise to the claim. These limits don’t apply to your payment obligations, either party’s indemnification obligations or a party’s gross negligence or willful misconduct.

Indemnification

By you. You will defend and indemnify Budfront against third-party claims, including claims by regulators, arising from your products, your operation of your business, your violation of law or of this Agreement, your marketing messages or your content.
By Budfront. We will defend and indemnify you against third-party claims that the Services, as provided by us, infringe that party’s intellectual property rights. This doesn’t cover claims caused by your content, your modifications or combinations with products we didn’t provide.
Process. The indemnified party must give prompt notice of the claim, let the indemnifying party control the defense and settlement, and reasonably cooperate. No settlement that imposes obligations on the indemnified party may be made without its consent.

Suspension

We may suspend all or part of the Services if payment is overdue as described above, if your license lapses, if your use poses a security risk or violates the acceptable use rules, or if continuing would expose Budfront or others to legal liability. Where reasonable, we will give you notice first and restore the Services promptly once the issue is resolved.

Changes to the services and this agreement

We regularly improve the Services and may add, change or remove features. We won’t materially reduce the core functionality of the Services during your current billing period. We may update this Agreement by giving you at least 30 days’ notice. If you don’t agree to a change, you may cancel before it takes effect.

Governing law and disputes

This Agreement is governed by the laws of [Governing law state], without regard to its conflict-of-law rules. Before starting any formal proceeding, the parties will try in good faith to resolve any dispute through discussions between senior representatives for at least 30 days. Any dispute that isn’t resolved will be settled by binding arbitration administered by [Arbitration provider and rules] in [Arbitration venue], except that either party may seek injunctive relief in court to protect its intellectual property or Confidential Information.

Notices

Notices to Budfront must be sent to legal@example.com and to [Company legal name], Attn: Legal, [Mailing address]. We will send notices to the email address on your account. Notices are effective when received.

General terms

Entire agreement. This Agreement, your Order Forms and any policies it references are the parties’ entire agreement on this subject. If an Order Form conflicts with this Agreement, the Order Form controls for that order.
Assignment. Neither party may assign this Agreement without the other’s consent, except in connection with a merger, acquisition or sale of all or substantially all of its assets, with notice to the other party.
Force majeure. Neither party is liable for delays caused by events beyond its reasonable control, other than payment obligations.
Relationship. The parties are independent contractors.
Severability and waiver. If any part of this Agreement is unenforceable, the rest remains in effect. Failing to enforce a right isn’t a waiver of it.