Bud Technology

These Terms of Service (the "Terms") are a binding agreement between you and Bud Technology, LLC, doing business as Bud Technology ("Bud Technology", "we", "us", "our"). They govern access to and use of portal.budtechnology.com and every service offered through it (together, the "Services").

Bud Technology is a cannabis distributor licensed by the California Department of Cannabis Control, license number C11-0001413-LIC.

By creating an account, accepting an invitation, signing in, or using any part of the Services, you agree to these Terms. If you do not agree, do not use the Services.

Section 18 contains a binding arbitration agreement and a class action waiver. Please read it. In plain English: except for small claims and the limited exceptions listed there, disputes are resolved by an arbitrator rather than by a judge or a jury, and neither party may bring claims as part of a class action. You have 30 days to opt out.

1. Eligibility and accounts

1.1 Business use only

The Services are for licensed cannabis businesses and their staff. They are not offered to consumers and are not intended for personal, family, or household use. You may use the Services only for your own business purposes.

1.2 Age and legal capacity

You must be at least 21 years old and legally able to transact in cannabis under California law. You must hold every license, permit, and registration that your activity requires, and each must be valid and in good standing while you use the Services.

1.3 Authority

If you accept these Terms on behalf of a company, you confirm that you have authority to bind that company. In that case "you" means that company and its personnel.

1.4 Team accounts and responsibility

Account holders may invite team members. The account holder is responsible for everything done through its account and by the users it invites, including their compliance with these Terms, the accuracy of what they submit, and the security of their credentials. Do not share credentials. Tell us promptly if you believe an account has been accessed without authorization.

1.5 Accuracy of registration information

You must give accurate, current, and complete information when you register and keep it up to date. We may refuse, suspend, or close an account if information is inaccurate, or if we believe eligibility requirements are not met.

2. The Services

Depending on your entitlements, the Services may include some or all of the following.

Client portal. Onboarding and compliance document exchange, a knowledge base of standard operating procedures, support ticketing and live chat, dispute management, and team accounts.
AR and factoring. Retailer payment ratings graded A through F derived from order and payment history, and invoice factoring, where you submit an invoice, an indicative advance rate offer may be shown, staff review follows, and funding may follow that review.
Academy. Training modules, templates, a vendor directory, community channels, and consulting workspaces, available on a paid subscription.
Network. Client-only channels and direct messages between users.
Distribution. Bud Technology acts as your distributor, with delivery routes and order cutoff times published in the portal.

We may add, change, or withdraw features at any time. Distribution services, product supply, and any factoring facility are also governed by the separate written agreements you sign for them. Where a signed agreement conflicts with these Terms, that signed agreement controls for the subject it covers.

3. SERVICES PROVIDED AS IS

TO THE FULLEST EXTENT PERMITTED BY LAW, THE SERVICES AND ALL CONTENT, DATA, RATINGS, AND MATERIALS IN THEM ARE PROVIDED "AS IS" AND "AS AVAILABLE", WITHOUT WARRANTY OF ANY KIND.

We disclaim all warranties, express, implied, and statutory, including implied warranties of merchantability, fitness for a particular purpose, title, non-infringement, and any warranty arising from course of dealing or usage of trade. We do not warrant that the Services will be uninterrupted, timely, secure, or error free, that defects will be corrected, or that any data, rating, document, or search result will be accurate, complete, or current. You use the Services at your own risk.

Some jurisdictions do not allow the exclusion of certain warranties. In that case the exclusions above apply only to the extent permitted.

4. Retailer payment ratings are opinions, not advice

Retailer payment ratings graded A through F are opinions. They are produced from data available to Bud Technology, mainly order and payment history observed through our own operations and information supplied by clients. That data may be incomplete, delayed, disputed, or out of date.

The following applies to every rating shown in the Services.

A rating is not a credit report, a credit score, or a credit rating, and Bud Technology is not a consumer reporting agency.
Ratings concern businesses, not consumers. They are not consumer reports and are not intended to be used for any purpose covered by the Fair Credit Reporting Act, including decisions about credit, insurance, employment, or housing for any individual.
A rating is not a recommendation to extend credit, to refuse credit, to ship, or to withhold shipment, and it is not financial, legal, accounting, tax, or investment advice.
You are solely responsible for your own credit and commercial decisions. Do your own diligence. You act on a rating at your own risk.
Bud Technology is not liable for any decision made in reliance on a rating, or for any loss arising from a rating that is inaccurate, incomplete, or out of date.

Ratings and any underlying data are confidential information of Bud Technology. You may use them for your own internal business decisions only. You may not republish, resell, redistribute, or share them outside your business.

5. Invoice factoring

5.1 Purchase of receivables, not a loan

Factoring through the Services is the purchase of, or an advance against, accounts receivable. It is not a loan, a line of credit, or any other extension of credit, and nothing in the Services is an offer to lend. Bud Technology is not acting as a lender.

5.2 Offers are indicative only

Any advance rate, fee, amount, or offer shown in the portal is an indication only. It is not a binding offer and does not create any obligation to fund. Every submission is subject to review, verification of the invoice and the underlying transaction, confirmation of the retailer and its payment history, and our internal approval. We may decline any submission for any reason or for no reason.

5.3 A separate agreement controls

Funding occurs only under a separate written factoring agreement signed by both parties. That agreement sets the commercial terms, including purchase price, fees, reserves, recourse, and remedies. If it conflicts with these Terms, the signed factoring agreement controls.

5.4 Rates may change

Advance rates, fees, and eligibility criteria are set case by case and may change at any time before a signed agreement is in place.

5.5 Your warranties on submission

When you submit an invoice or supporting document you warrant that it is genuine, accurate, and unpaid, that the underlying goods were delivered or services performed, that the receivable is free of any prior sale, assignment, lien, or encumbrance you have not disclosed, that no dispute or offset is known to you, and that you have the right to submit every document you upload.

6. Your obligations

You are responsible for the following at all times.

Giving accurate and complete information, documents, orders, and invoices, and correcting them promptly when they change.
Your own regulatory compliance, including requirements of the California Department of Cannabis Control, track and trace obligations in METRC, packaging and labeling, testing, advertising rules, record keeping, and all applicable taxes.
Holding and maintaining every license and permit your business needs, and telling us promptly if any is suspended, revoked, surrendered, or not renewed.
Having the authority and the rights needed to submit any invoice, document, image, or other material you upload.
Not uploading or transmitting anything unlawful, infringing, defamatory, or misleading.

Compliance is your responsibility, not ours. Nothing in the Services, including the knowledge base, templates, and Academy material, is legal or regulatory advice, and none of it is a substitute for your own counsel and your own compliance program.

7. Acceptable use

The Network, community channels, consulting workspaces, and support channels exist to help clients do business. When using them, and when using the Services generally, you must not do any of the following.

Harass, threaten, abuse, defame, or discriminate against any person.
Post unlawful content or content that promotes unlawful activity.
Send spam, chain messages, or unsolicited solicitation outside the channels intended for it.
Scrape, crawl, spider, bulk export, or otherwise systematically extract data from the Services, or use automated means to access them other than through an interface we provide.
Share another client's confidential information, pricing, documents, or private messages.
Misuse retailer data or ratings, including reselling them, publishing them, or using them to harass or disparage a retailer.
Reverse engineer, decompile, or attempt to derive the source code or the ratings methodology, or copy the look and feel of the Services.
Probe, scan, or test the vulnerability of the Services, breach or circumvent authentication, or access data you are not authorized to access.
Interfere with the operation of the Services or place an unreasonable load on them.
Impersonate any person or misrepresent your affiliation with any person or company.
Use the Services to build or assist a competing product or service.

We may remove or edit any content, restrict features, suspend an account, or terminate access at our discretion, with or without notice. For serious breaches, including anything that puts other users, our licenses, or our systems at risk, we may act immediately and without notice. We are not required to monitor content, but we may.

8. Your content

You keep ownership of the content you submit, including documents, invoices, order data, messages, and posts ("Your Content").

You grant Bud Technology a worldwide, non-exclusive, royalty free license to host, store, copy, transmit, display, and process Your Content for the purpose of operating, securing, supporting, and improving the Services and providing them to you and, where you have directed it, to other users. This license lasts as long as we hold Your Content and ends when it is deleted from our systems, except for backups and copies we must keep by law.

You warrant that you have all rights needed to grant this license and that Your Content does not infringe anyone else's rights.

8.1 Messages are not private communications

Channels and direct messages in the Network and the Academy community run on Bud Technology's systems, and authorized Bud Technology personnel can access them, including direct messages between users. We access message content for moderation, support, security, legal compliance, and operating the Services, not to monitor conversations routinely. Do not treat direct messages as confidential, and do not use them for anything you would not put in a support ticket.

9. Our intellectual property

The Services, the software, the knowledge base and Academy materials, templates, the brand, and all related intellectual property belong to Bud Technology or its licensors. Nothing in these Terms transfers any of it to you. You receive only a limited, revocable, non-exclusive, non-transferable right to use the Services for your own business while these Terms are in force and your fees are paid.

The ratings methodology, including the models, weightings, and logic used to grade retailers, is our confidential property.

We may generate aggregated and de-identified data from activity on the platform, including order, payment, and usage data. That aggregated and de-identified data belongs to Bud Technology, and we may use it to operate, analyze, and improve the Services, including to produce and improve retailer ratings and benchmarks, provided it does not identify you or your customers.

If you send us feedback or suggestions, we may use them freely and without obligation to you.

10. Confidentiality

Each party may receive confidential information from the other. Confidential information is information that is marked confidential or that a reasonable person would understand to be confidential given its nature and the circumstances. It includes our ratings, ratings methodology, pricing, and non-public product information, and it includes your non-public business, financial, and customer information.

Each party will use the other's confidential information only to perform under these Terms, will protect it with at least reasonable care, and will not disclose it except to its own personnel and advisers who need it and are bound by similar obligations. These obligations do not apply to information that is or becomes public without breach, was already known without a duty of confidence, is independently developed, or is received lawfully from a third party. A party may disclose confidential information where required by law, regulation, or a regulator, and will give notice where it is lawfully able to do so.

11. Fees, billing, and renewal

Some parts of the Services, including the Academy, are paid subscriptions. Fees, billing frequency, and any applicable taxes are shown at the point of purchase. Payments are processed by our payment processor, and you authorize us and that processor to charge the payment method you provide.

Subscriptions renew automatically for successive periods of the same length until cancelled. You may cancel at any time through the portal or by contacting support. Cancellation takes effect at the end of the current billing period, and access continues until then.

Fees are non-refundable except where a refund is required by law. We may change fees for future billing periods on notice by email or in the portal before the change takes effect.

If a payment fails or is overdue we may suspend access until it is resolved. Amounts that remain unpaid may accrue interest at the lower of 1.5 percent per month or the maximum rate permitted by law, and you are responsible for reasonable costs of collection.

Fees for factoring, distribution, and other commercial services are set in the separate agreements that cover them, not by this section.

12. LIMITATION OF LIABILITY

TO THE FULLEST EXTENT PERMITTED BY LAW, BUD TECHNOLOGY AND ITS AFFILIATES, OFFICERS, EMPLOYEES, AND AGENTS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, BUSINESS, GOODWILL, OR DATA, WHETHER OR NOT WE WERE ADVISED THAT SUCH DAMAGES WERE POSSIBLE AND WHETHER THE CLAIM ARISES IN CONTRACT, TORT, STRICT LIABILITY, OR ANY OTHER THEORY.

TO THE FULLEST EXTENT PERMITTED BY LAW, THE TOTAL AGGREGATE LIABILITY OF BUD TECHNOLOGY ARISING OUT OF OR RELATING TO THE SERVICES OR THESE TERMS IS LIMITED TO THE GREATER OF THE FEES YOU PAID TO BUD TECHNOLOGY FOR THE SERVICES IN THE 12 MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM, OR 100 US DOLLARS.

These limits apply to all claims in the aggregate, not per claim, and they survive any failure of essential purpose of a limited remedy.

12.1 What is not limited

Nothing in these Terms limits or excludes liability for fraud, fraudulent misrepresentation, willful injury to the person or property of another, gross negligence, violation of law, or any other liability that cannot be limited or excluded under California law, including California Civil Code section 1668. If any part of this section is held unenforceable, the rest continues to apply.

You and Bud Technology agree that these limits are a reasonable allocation of risk and are a basis of the bargain between us.

13. Indemnity

You will defend, indemnify, and hold harmless Bud Technology and its affiliates, officers, employees, and agents from and against any claim, demand, proceeding, loss, liability, damage, fine, penalty, cost, and expense, including reasonable attorney fees, arising out of or relating to any of the following.

Your Content, including any claim that it infringes or is unlawful.
Any invoice, document, or data you submit, including any claim that a receivable was not valid, was already assigned, or was disputed.
Your breach of law or regulation, including cannabis, track and trace, labeling, testing, advertising, employment, and tax requirements.
Your breach of these Terms or misuse of the Services.
Use of the Services by anyone you invited or allowed to access them.

We will notify you of the claim, allow you to control the defense with counsel reasonably acceptable to us, and cooperate at your expense. You may not settle a claim in a way that imposes any obligation or admission on us without our written consent.

14. Suspension

We may suspend or restrict access immediately if we reasonably believe that you are in breach of these Terms, that your use creates a legal, regulatory, or security risk, that your license status has changed, or that fees are overdue. We will restore access if the reason for suspension is resolved.

15. Termination and your data

You may stop using the Services and close your account at any time. Bud Technology may terminate these Terms or any part of the Services for convenience on reasonable notice, and immediately for breach.

On termination your right to use the Services ends. You may request an export of Your Content for 30 days after termination, and we will provide it in a commonly used electronic format for data we still hold. After that window we may delete Your Content, subject to the records we are required or permitted to keep, including records required under California cannabis regulations, records needed for tax and accounting, and records held under any separate distribution or factoring agreement.

Sections that by their nature should survive will survive, including sections 3, 4, 8, 9, 10, 12, 13, 15, 17, 18, and 19.

16. Changes to these Terms

We may update these Terms. The current version is always posted at portal.budtechnology.com/terms with its effective date. Changes take effect when posted, and continued use of the Services after that is acceptance of the updated Terms.

For changes that materially affect your rights or obligations, we will give at least 30 days notice by email to the address on your account before they take effect. If you do not accept a material change, stop using the Services and close your account before it takes effect.

17. Governing law and venue

These Terms and any dispute arising out of or relating to them or the Services are governed by the laws of the State of California, without regard to its conflict of laws rules. Subject to section 18, the state and federal courts located in Orange County, California have exclusive jurisdiction, and both parties consent to personal jurisdiction and venue there and waive any objection based on inconvenient forum.

Cannabis remains a controlled substance under federal law. Both parties enter into these Terms with that understanding and agree that neither will assert federal illegality as a defense to its own obligations, except where a court holds that it may not lawfully agree otherwise.

18. Dispute resolution and arbitration

Plain English summary. This section means that most disputes between you and Bud Technology are decided by a neutral arbitrator instead of a judge or a jury, and that neither of us can bring a class action. It binds both parties equally. You can opt out within 30 days and nothing bad happens if you do.

18.1 Informal resolution first

Before starting arbitration, the party with the complaint will send a written description of the dispute and the relief sought to the other party, using the notice details in section 19. Both parties will try in good faith to resolve it for 30 days. This step is required, and it applies equally to Bud Technology.

18.2 Agreement to arbitrate

If the dispute is not resolved, you and Bud Technology agree that it will be resolved by final and binding individual arbitration administered by JAMS under its rules then in effect, as modified by this section. This agreement to arbitrate is governed by the Federal Arbitration Act. It applies equally to claims brought by you and to claims brought by Bud Technology.

Arbitration will take place in Orange County, California, or by remote hearing if both parties agree. A single arbitrator will decide the dispute, may award any relief a court could award to that individual party, and will issue a written decision explaining the essential findings.

18.3 Fees

Bud Technology will pay the arbitration filing and administrative fees to the extent they exceed what it would cost you to file the same claim in a California state court. Each party otherwise bears its own attorney fees and costs unless the arbitrator awards them under applicable law. Nothing here prevents either party from seeking fees or costs where a statute or contract allows them.

18.4 Exceptions

Either party may bring an individual claim in small claims court if it qualifies. Either party may also ask a court for temporary injunctive relief to protect intellectual property or confidential information pending arbitration. Nothing in this section prevents either party from reporting a matter to a government agency.

18.5 Class action waiver

Claims must be brought in an individual capacity only, not as a plaintiff or class member in any class, collective, consolidated, or representative proceeding. The arbitrator may not consolidate claims of more than one party and may not preside over any representative proceeding. This waiver applies equally to both parties. If this waiver is held unenforceable as to a particular claim, that claim, and only that claim, will proceed in court, and the rest of this section continues to apply.

18.6 How to opt out

You may opt out of this arbitration agreement by sending written notice to dylan@budtechnology.com, or by mail to Bud Technology, 411 E Alton Avenue, Santa Ana, CA 92707, within 30 days of first accepting these Terms. Include your name, your company, and a clear statement that you opt out of arbitration. Opting out does not affect any other part of these Terms and has no effect on your access to the Services.

18.7 Time limit

Any claim arising out of or relating to these Terms or the Services must be filed within one year after it arises, or it is permanently barred, unless applicable law does not allow that limit.

19. General

19.1 Severability

If any provision of these Terms is held unenforceable, it will be limited or removed to the minimum extent necessary and the rest of the Terms will remain in full force.

19.2 Entire agreement

These Terms, together with any policy referenced in them and any separate signed agreement covering distribution, factoring, or supply, are the entire agreement between you and Bud Technology about the Services, and they replace any prior understanding on that subject.

19.3 Assignment

You may not assign or transfer these Terms or any rights under them without our prior written consent, and any attempt to do so is void. We may assign these Terms to an affiliate or in connection with a merger, reorganization, or sale of assets.

19.4 Force majeure

Neither party is liable for a delay or failure to perform caused by events beyond its reasonable control, including acts of God, natural disaster, fire, flood, power or network failure, labor dispute, war, civil unrest, epidemic, regulatory action, or a change in law. Payment obligations are not excused.

19.5 Notices

We may give notice by email to the address on your account, by posting in the portal, or by mail. Legal notices to Bud Technology must be sent to dylan@budtechnology.com and by mail to Bud Technology, 411 E Alton Avenue, Santa Ana, CA 92707. Notice is effective when sent by email, or on delivery when sent by mail.

19.6 No waiver

A failure to enforce a provision is not a waiver of it, and a waiver on one occasion is not a waiver on any other.

19.7 Relationship

The parties are independent contractors. These Terms do not create a partnership, joint venture, agency, fiduciary, or employment relationship, and nothing in them makes Bud Technology your agent, adviser, or fiduciary.

19.8 No third party beneficiaries

These Terms do not give rights to anyone other than you and Bud Technology.

20. Contact

Bud Technology, operated by Bud Technology, LLC.

Support: through the portal, or scheduling@budtechnology.com
Legal notices: dylan@budtechnology.com
Business address: 2312 Park Avenue #126, Tustin, CA 92782
Mailing address: 411 E Alton Avenue, Santa Ana, CA 92707
DCC license: C11-0001413-LIC