Canopy LedgerSign in
Create account

Product

Inventory & lotsBatches & manufacturingSales ordersRegister (preview)Waste logReports & daily recordYour own lists & fieldsScriptsApproval steps

Who it's for

DispensariesCultivationManufacturingSeed banksMetrc

Company

AboutPrivacyTerms

Terms of Service

Effective date: [EFFECTIVE DATE]

These Terms of Service ("Terms") are a binding agreement between [COMPANY LEGAL NAME], a [STATE OF FORMATION] entity located at [BUSINESS ADDRESS] ("Canopy Ledger," "we," "us," or "our"), and the business or organization that creates an account or otherwise uses the Service ("Customer," "you," or "your").

By creating an account, clicking to accept these Terms, signing an order form that references these Terms, or using the Service, you agree to these Terms. If you are accepting on behalf of a company or other legal entity, you represent that you have authority to bind that entity. If you do not agree, do not use the Service.

Plain-English summary (not a substitute for the Terms below): Canopy Ledger is software. It helps you record and organize your cannabis operations, but it does not handle cannabis, it is not connected to any state track-and-trace system, and it does not give legal advice. You own your data. You are responsible for your licenses, your compliance, your regulatory filings, and any custom scripts you write.

1. Definitions

2. The Service

2.1 What the Service does. The Service is a business-to-business software platform for licensed cannabis businesses (such as cultivation, processing, and retail operations) to record and manage strains, plants and clones, batches, inventory package lots, and sales, including tags in a METRC-style format.

2.2 What the Service does not do. The Service is built for METRC workflows, but:

2.3 Business use only. The Service is intended for business use by organizations, not for personal, family, or household use.

2.4 Changes to the Service. We may update, improve, or modify the Service from time to time. We will not materially reduce the core functionality of the Service during a paid subscription term without notice to you.

3. Accounts

3.1 Registration. You must provide accurate and complete information when you create an account and keep it up to date.

3.2 Users. You are responsible for all activity under your account, including by your Users, and for ensuring your Users comply with these Terms. If the Service provides individual login credentials, you will make sure each User has their own and that credentials are not shared. Until then, you will limit access to the Service to people you authorize to see all Customer Data in it.

3.3 Security of credentials. You will keep login credentials confidential and notify us promptly at [CONTACT EMAIL] if you become aware of any unauthorized access to your account.

3.4 Eligibility. You must be a business legally permitted to enter into these Terms. Users must be at least 21 years old (or the minimum age required by applicable cannabis law, if higher).

4. Subscriptions, Fees, and Payment

4.1 Fees. You will pay the fees stated in your Order. Unless the Order says otherwise, fees are quoted and payable in U.S. dollars and are based on the subscription plan purchased, not actual usage.

4.2 Billing. Fees are billed in advance for each subscription period (for example, monthly or annually). If you provide a payment card or other automatic payment method, you authorize us (and our payment processor) to charge it for all fees when due.

4.3 Automatic renewal. Unless otherwise stated in your Order, your subscription automatically renews for successive periods equal to the initial term (for example, month-to-month or year-to-year) at our then-current rates, unless either party gives notice of non-renewal before the end of the current term. You can cancel renewal by emailing [CONTACT EMAIL]. For annual subscriptions, we will provide notice of upcoming renewal and any price change at least 30 days before renewal.

4.4 Price changes. We may change our prices for future subscription periods by giving you at least 30 days' notice. Price changes take effect at the start of your next renewal term.

4.5 Late payment. If any fees are overdue, we may, after giving you at least 10 days' notice, suspend access to the Service until payment is received. Overdue amounts may accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law.

4.6 Taxes. Fees do not include taxes. You are responsible for all sales, use, value-added, and similar taxes associated with your purchase, other than taxes based on our net income.

4.7 Refunds. Except as expressly stated in these Terms or required by law, fees are non-cancellable and non-refundable, and there are no refunds or credits for partial periods.

4.8 Disputes. If you believe a charge is incorrect, you must contact us at [CONTACT EMAIL] within 60 days of the charge so we can review it.

5. Customer Data

5.1 You own your data. As between you and us, you own all right, title, and interest in Customer Data. We do not claim ownership of Customer Data.

5.2 Our license to use Customer Data. You grant us a limited, non-exclusive, worldwide license to host, copy, process, transmit, and display Customer Data only as needed to provide, secure, support, and maintain the Service, to prevent or address technical or security issues, as required by law, and as otherwise described in our Privacy Policy.

5.3 Aggregated and usage data. We may collect technical and usage data about how the Service is used (for example, performance metrics and feature usage) and may create aggregated or de-identified data that does not identify you or any individual. We may use this data to operate and improve the Service. We will not sell Customer Data or disclose it to third parties in a way that identifies you or any individual, except as described in these Terms or our Privacy Policy.

5.4 Your responsibilities for Customer Data. You are responsible for the accuracy, quality, legality, and completeness of Customer Data, and for having all rights and consents needed to submit it to the Service. You will not submit data you are not permitted to share.

5.5 Data processing. To the extent Customer Data includes personal information, we process it on your behalf as a service provider or processor, as described in our Privacy Policy and any data processing addendum we sign with you.

5.6 Government requests. If we receive a subpoena, court order, or other legal demand for Customer Data, we will, where legally permitted, notify you promptly and give you a reasonable opportunity to seek a protective order or other remedy before we disclose it.

6. License Grant and Restrictions

6.1 License to you. Subject to these Terms and payment of fees, we grant you a limited, non-exclusive, non-transferable, non-sublicensable right during your subscription term for your Users to access and use the Service for your internal business purposes, in accordance with the Documentation.

6.2 Restrictions. You will not, and will not allow anyone else to:

6.3 Our intellectual property. We and our licensors own all rights in the Service, including all software, designs, documentation, and improvements. Except for the limited rights expressly granted in these Terms, no rights are granted to you.

6.4 Feedback. If you give us suggestions or feedback, we may use them without restriction or obligation to you.

7. Custom Fields and Custom Scripts

7.1 Custom features. The Service lets you add custom fields and write Customer Scripts in JavaScript that run in a separate, memory- and time-limited script isolate (which is not a guaranteed security boundary; see our Security page) and can be triggered by record events (such as "beforeSubmit" and "afterSubmit").

7.2 You are responsible for your scripts. Customer Scripts are part of Customer Data and are your responsibility. You are solely responsible for:

We do not review, test, or approve Customer Scripts, and we are not responsible for errors, data loss, inaccurate records, or compliance failures caused by them. Before relying on a script in your live operations, you should test it thoroughly.

7.3 Limits. Customer Scripts may be subject to execution time, memory, frequency, and other technical limits that we set and may adjust to protect the Service.

7.4 Suspension of scripts. We may disable, throttle, or suspend any Customer Script, or the ability to run Customer Scripts on your account, without prior notice if we reasonably believe the script: (a) threatens the security, integrity, performance, or availability of the Service or other customers; (b) attempts to escape or circumvent the script environment; (c) consumes excessive resources; (d) violates these Terms or the Acceptable Use Policy; or (e) is required to be disabled by law. Where practical, we will notify you promptly and work with you to restore the script once the issue is resolved.

7.5 No guarantee of compatibility. Updates to the Service may change script interfaces or behavior. We will make reasonable efforts to give advance notice of changes that we expect to break existing Customer Scripts, but we do not guarantee that any Customer Script will continue to work after an update.

8. Cannabis-Specific Terms

8.1 Your licenses and lawful operation. You represent and warrant, on the date you accept these Terms and continuously while you use the Service, that:

You will notify us promptly at [CONTACT EMAIL] if any required license is suspended, revoked, surrendered, or expires.

8.2 Federal law acknowledgment. You acknowledge that cannabis (marijuana) remains illegal under United States federal law, including the Controlled Substances Act, regardless of state law, and that federal enforcement policies can change at any time. You understand and accept the risks of operating a cannabis business, including risks related to banking, taxation, and enforcement. We provide software only and do not participate in, facilitate, or profit from the sale of cannabis.

8.3 No legal, regulatory, tax, or compliance advice. The Service, the Documentation, and any support, onboarding, templates, sample scripts, or communications from us are provided for general informational and software-operation purposes only. They are not legal, regulatory, tax, accounting, or compliance advice. You should consult your own qualified advisors about your obligations.

8.4 You are solely responsible for track-and-trace and regulatory filings. You are solely responsible for:

Because the Service is not connected to any state system, records in the Service do not update any state system automatically, and differences between the Service and any state system are your responsibility to identify and correct.

8.5 Changes in law. If a change in law, regulation, or enforcement policy, or a requirement from our banking, payment, or hosting providers, makes it unlawful or commercially impracticable for us to provide the Service to you or in a particular jurisdiction, we may suspend or terminate the affected Service on as much notice as is reasonably practical, and we will refund any prepaid fees for the unused portion of the subscription term.

8.6 Regulator access. You are responsible for responding to any regulator request for your records. Where you have the ability to export your data from the Service, you are responsible for doing so to satisfy any record-keeping or inspection requirement.

9. Third-Party Services

The Service runs on infrastructure provided by third parties (for example, hosting and database providers) and may let you use or connect Third-Party Services. Your use of Third-Party Services is governed by their own terms. We are not responsible for Third-Party Services that are not part of the Service.

10. Confidentiality

Each party may receive non-public information from the other that is marked or reasonably understood to be confidential ("Confidential Information"). The receiving party will use the other party's Confidential Information only to perform under these Terms, protect it with at least reasonable care, and disclose it only to employees, contractors, and advisors who need to know it and are bound by confidentiality obligations. Confidential Information does not include information that is or becomes public through no fault of the recipient, was already known to the recipient, is independently developed, or is rightfully received from a third party without restriction. A party may disclose Confidential Information if required by law, after giving the other party reasonable notice where legally permitted. Customer Data is your Confidential Information.

11. Security

We maintain reasonable administrative, technical, and organizational measures designed to protect Customer Data, as described on our Security page. No system is perfectly secure, and we do not guarantee that unauthorized access will never occur. We will notify you without undue delay after we become aware of a security breach that results in unauthorized access to your Customer Data, as required by applicable law.

12. Warranties and Disclaimers

12.1 Mutual warranties. Each party represents that it has the legal power and authority to enter into these Terms.

12.2 Our limited warranty. We will provide the Service in a professional manner consistent with general industry standards for comparable software. If the Service does not materially conform to this warranty, your exclusive remedy, and our sole obligation, is for us to use reasonable efforts to correct the non-conformity, or, if we cannot do so within a reasonable time, for either party to terminate the affected subscription and for us to refund prepaid fees for the unused portion of the term.

12.3 DISCLAIMERS. EXCEPT AS EXPRESSLY STATED IN THESE TERMS, THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE." TO THE FULLEST EXTENT PERMITTED BY LAW, WE DISCLAIM ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DATA WILL NEVER BE LOST, OR THAT THE SERVICE OR ANY OUTPUT WILL SATISFY ANY LEGAL, REGULATORY, LICENSING, OR TRACK-AND-TRACE REQUIREMENT. WE ARE NOT RESPONSIBLE FOR ANY FINES, PENALTIES, LICENSE ACTIONS, OR OTHER REGULATORY CONSEQUENCES ARISING FROM YOUR OPERATIONS, YOUR DATA, YOUR CUSTOMER SCRIPTS, OR YOUR FILINGS.

13. Limitation of Liability

13.1 Exclusion of certain damages. TO THE FULLEST EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, BUSINESS, GOODWILL, OR DATA, OR FOR ANY REGULATORY FINES, PENALTIES, OR LOSS OF LICENSE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

13.2 Cap. TO THE FULLEST EXTENT PERMITTED BY LAW, EACH PARTY'S TOTAL LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE WILL NOT EXCEED THE TOTAL FEES PAID AND PAYABLE BY YOU TO US FOR THE SERVICE IN THE 12 MONTHS BEFORE THE EVENT GIVING RISE TO THE LIABILITY.

13.3 Exceptions. The limitations in Sections 13.1 and 13.2 do not apply to: (a) your obligation to pay fees; (b) a party's indemnification obligations; (c) your breach of Section 6.2 (Restrictions) or the Acceptable Use Policy; or (d) liability that cannot be limited under applicable law.

14. Indemnification

14.1 By you. You will defend, indemnify, and hold harmless us and our affiliates, officers, directors, employees, and agents from and against any third-party claims, and related losses, damages, fines, penalties, costs, and reasonable attorneys' fees, arising out of or relating to: (a) your cannabis business operations, including any actual or alleged violation of federal, state, or local cannabis laws; (b) your licenses or lack of them; (c) Customer Data, including its accuracy and your right to submit it; (d) Customer Scripts; (e) any information you report or fail to report to METRC or any regulator; or (f) your or your Users' breach of these Terms or the Acceptable Use Policy.

14.2 By us. We will defend you against any third-party claim alleging that the Service, as provided by us and used in accordance with these Terms, infringes that third party's U.S. patent, copyright, or trademark, or misappropriates its trade secret, and will pay damages finally awarded or agreed in settlement. This obligation does not apply to claims arising from Customer Data, Customer Scripts, Third-Party Services, modifications not made by us, or combinations with items not provided by us. If the Service is or may become subject to such a claim, we may modify it to be non-infringing, obtain a license for your continued use, or terminate your subscription and refund prepaid fees for the unused portion of the term. This Section states our entire liability for infringement claims.

14.3 Process. The party seeking indemnification must promptly notify the other party of the claim, give it sole control of the defense and settlement (except that a settlement may not impose obligations or admissions on the indemnified party without its consent), and provide reasonable cooperation at the indemnifying party's expense.

15. Term, Suspension, and Termination

15.1 Term. These Terms remain in effect while you have an active subscription or otherwise use the Service.

15.2 Termination for convenience. You may stop renewing your subscription at any time as described in Section 4.3. Unless your Order says otherwise, cancellation takes effect at the end of the current paid term.

15.3 Termination for cause. Either party may terminate these Terms if the other party materially breaches them and does not cure the breach within 30 days after written notice. We may terminate immediately on notice if you breach Section 8 (Cannabis-Specific Terms) or the Acceptable Use Policy in a way that creates legal risk to us, or if you lose a required license.

15.4 Suspension. We may suspend your access to the Service, in whole or in part, if we reasonably believe that: (a) your use poses a security risk or may harm the Service or others; (b) you are in breach of the Acceptable Use Policy or Section 8; (c) fees are overdue as described in Section 4.5; or (d) suspension is required by law. We will limit any suspension to the extent and duration reasonably necessary and, where practical, give you advance notice.

15.5 Data export. During your subscription, you may export your Customer Data using the export features of the Service. For [DATA EXPORT WINDOW, e.g., 30] days after termination or expiration (other than termination for your breach of law), we will, upon request, make your Customer Data available for export. After that period, we will delete Customer Data from our active systems within a reasonable time, and from backups in accordance with our normal backup cycle, unless we are required by law to retain it. You are responsible for exporting and retaining any records you are legally required to keep.

15.6 Effect of termination. On termination, your right to use the Service ends, and you will pay all fees owed through the effective date of termination. If we terminate for convenience or under Section 8.5, or you terminate for our uncured material breach, we will refund prepaid fees for the unused portion of the term. Sections that by their nature should survive (including Sections 5, 6.3, 6.4, 8.2–8.4, 10, 12.3, 13, 14, 15.5, 15.6, 16, 17, and 19) will survive termination.

16. Dispute Resolution

16.1 Informal resolution. Before starting any formal proceeding, the parties will try in good faith to resolve any dispute informally by written notice to the other party (to us at [CONTACT EMAIL]) and at least 30 days of negotiation.

[OPTIONAL — Sections 16.2 to 16.4. Decide with counsel whether to include binding arbitration and a class-action waiver. Enforceability varies by state and context. If you remove these sections, disputes will be resolved in the courts described in Section 17.]

16.2 Binding arbitration (optional). Any dispute arising out of or relating to these Terms or the Service that is not resolved informally will be resolved by final and binding arbitration administered by [ARBITRATION PROVIDER, e.g., the American Arbitration Association] under its commercial arbitration rules then in effect, before a single arbitrator. The arbitration will take place in [ARBITRATION LOCATION], or remotely if the parties agree. Judgment on the award may be entered in any court of competent jurisdiction. Either party may seek injunctive or other equitable relief in court to protect its intellectual property or Confidential Information, and either party may bring an individual claim in small-claims court if it qualifies.

16.3 Class-action waiver (optional). TO THE FULLEST 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, OR REPRESENTATIVE PROCEEDING. The arbitrator may not consolidate claims of more than one party or preside over any form of class or representative proceeding.

16.4 Jury trial waiver (optional). To the extent any dispute proceeds in court rather than arbitration, each party waives its right to a jury trial to the fullest extent permitted by law.

17. Governing Law and Venue

These Terms are governed by the laws of the State of [GOVERNING LAW STATE], without regard to its conflict-of-laws rules. Subject to Section 16, the state and federal courts located in [GOVERNING LAW STATE] have exclusive jurisdiction over any dispute, and each party consents to that jurisdiction and venue. The United Nations Convention on Contracts for the International Sale of Goods does not apply. The parties agree that the federal illegality of cannabis will not be raised by either party as a defense to the enforcement of these Terms, to the extent permitted by law.

18. Changes to These Terms

We may update these Terms from time to time. If we make material changes, we will notify you by email to the account owner or through the Service at least 30 days before the changes take effect, unless the change is required by law, in which case it may take effect sooner. The updated Terms will be posted at this page with a new effective date. If you do not agree to the changes, you may stop renewing your subscription before they take effect; changes will not apply to your current paid term unless you agree. Your continued use of the Service after the effective date means you accept the updated Terms.

19. General

20. Contact

[COMPANY LEGAL NAME] [BUSINESS ADDRESS] [CONTACT EMAIL]

Terms