These DataBud Producer Terms of Use (the “Terms”) govern your access to and use of the DataBud producer portal and related services (the “Platform”), which is developed, owned, and operated by Raindrop, LLC (“Operator,” “we,” “us,” “our”). By accessing or using the Platform, creating a producer account, generating DataBud Codes, or uploading any Producer Content, you (“Producer” or “you”) agree to be bound by these Terms. If you do not agree, do not access or use the Platform. Disq Holdings, LLC (“Agent”) is Operator’s authorized sales, marketing, and service agent and an intended third-party beneficiary of these Terms.
Subject to your continuous compliance with these Terms, we grant you a limited, non-exclusive, non-transferable, non-sublicensable, revocable right to access the producer portal solely to (a) upload Producer Content, (b) generate DataBud Codes for your own licensed products, and (c) view analytics we make available to you. No other rights are granted; all rights not expressly granted are reserved to Operator. You receive no license to the Platform IP and acquire no ownership interest in the Platform.
“Producer Content” means all data and materials you upload through the Platform, including Certificates of Analysis (“COAs”), batch and lot identifiers, chemistry data, additive declarations, product names, descriptions, images, and traceability information. “DataBud Codes” means the serialized, batch-specific QR codes generated through the portal and bound to a specific producer, product, and batch. “Consumer Data” means all consumer-generated experience logs, ratings, account data, and other end-user data collected through the Platform. “Platform IP” means the Platform software, source code, data schema, producer portal, QR generation and serialization system, page templates, analytics, know-how, trademarks, and all related intellectual property, owned by Operator.
You may use the Platform only if you are a state-licensed cannabis producer, processor, or licensee in good standing and are authorized to bind the entity on whose behalf you act.
Operator provides only non-cannabis technology and intellectual-property services: the Platform software, QR-code infrastructure and serialization, product-data hosting, the consumer-facing age-gated interface, batch-level page templates, COA data normalization, analytics, and portal access. Neither Operator nor its Agent handles, processes, possesses, or takes title to cannabis, THC products, or cannabis inventory, and neither is a cannabis licensee.
You are solely responsible for all licensed cannabis activity, including cultivation, manufacturing, testing, packaging, labeling, traceability and track-and-trace reporting, taxation, distribution, and sale. The parties intend this relationship to qualify as a disclosed technology and intellectual-property arrangement with a non-licensee under applicable state cannabis law (by way of example, Washington’s RCW 69.50.395 and WAC 314-55-035). You are responsible for any disclosure of these Terms required by the cannabis regulator(s) in each state where you deploy DataBud Codes.
You and Operator are independent contractors; nothing here creates a partnership, joint venture, agency, fiduciary, or employment relationship. Disq Holdings, LLC acts solely as Operator’s disclosed sales, marketing, and service Agent, with no authority to modify these Terms, no ownership of the Platform or Consumer Data, and no control over your cannabis operations.
The value and integrity of the Platform depend on accurate data and correctly applied, serialized codes. At your sole cost and risk, you shall:
Acknowledgment. DataBud Codes are generated during filling, capping, and packaging and should not be preprinted. Any preprinted, generic, reused, mismatched, or non-conforming code may not resolve to a valid batch page. We have no obligation to make any non-conforming code functional and no liability for codes that fail to resolve due to your deviation from these Terms or the Packaging Standard.
In addition to any other remedy, we may at any time and without liability suspend your portal access, invalidate or unpublish any non-conforming DataBud Code or batch page, and require corrective action. Repeated or uncured non-conformance is a material breach. On reasonable notice, we may also request reasonable evidence of your compliance with this Section, such as COA-to-batch mapping or photographs of code application.
As a condition of access, you agree that, for so long as you access the Platform or offer any DataBud-enabled product, DataBud will be the sole and exclusive platform you use for structured consumer product-experience logging, effects tracking, in-app ratings, and consumer-reported experience data in connection with your products. You will not use, deploy, link to, embed, or direct consumers to any other platform, application, QR or other code system, or service — your own or a third party’s — that captures, solicits, or aggregates structured consumer product-experience, product effects, in-app ratings, or experience-feedback data in connection with your products.
This exclusivity is limited to structured product-experience logging and does not restrict (a) ordinary first-party customer communications such as general email or SMS marketing; (b) general wellness or lifestyle applications that do not present themselves as product-specific experience loggers; or (c) compliance, traceability, or point-of-sale systems required by law or by your retail partners.
We may, in our sole discretion, waive or narrow this exclusivity in whole or in part — by producer, category, or geography — without amending these Terms. If any portion of this Section is held invalid or unenforceable, it will be enforced to the maximum extent permitted, the narrowest enforceable version will apply, and the remainder of these Terms will remain in full force.
We may, from time to time and in our sole discretion, establish integrations, data connections, or interoperability between the Platform and other software platforms, services, hardware manufacturers, and devices — for example, vaporizer hardware and session-telemetry providers and their connectors, dispensary menu and inventory systems, and consumer wearable-device APIs — for the benefit of Operator, consumers, and/or producers. You consent to such integrations and to the exchange of Producer Content and batch data reasonably necessary to enable them, subject to Section 7 and the DataBud privacy policies. We are not obligated to offer, maintain, or continue any integration and may add, change, or discontinue any integration at any time without liability.
We are not responsible for any third-party platform, device, telemetry source, or integration, including its availability, accuracy, data handling, or security, and we do not verify third-party data. Any dispute or issue relating to a third-party service or hardware is solely between you and that third party, and you assume all risk arising from reliance on third-party data or integrations.
You represent, warrant, and certify, on acceptance and continuously while you use the Platform, that:
All Platform IP is and remains the exclusive property of Operator. You will not, and will not permit any person to: decompile, disassemble, reverse-engineer, or attempt to derive the source code, schema, algorithms, or know-how of the Platform; circumvent, disable, or interfere with any security, serialization, or access-control feature; copy, scrape, mirror, or create derivative works of the Platform, portal, page templates, or DataBud Codes; use, disclose, or misappropriate any trade secret or confidential information of Operator or Agent; or design, build, fund, or assist a platform, product, or service that competes with the Platform using Operator’s or its Agent’s confidential information, trade secrets, or know-how, during your use of the Platform and for twelve (12) months thereafter.
You acknowledge that the Platform’s schema, serialization system, and the linkage between batch chemistry and consumer experience data are valuable trade secrets of Operator, that Operator derives independent economic value from their secrecy, and that your confidentiality obligations as to such trade secrets survive for as long as they remain trade secrets.
All Consumer Data is collected and owned exclusively by Operator under the DataBud Privacy Policy, DataBud Consumer Health Data Privacy Policy, and DataBud Terms and Conditions. You obtain no ownership of, and no independent right to, any individual-level Consumer Data.
As between you and us, Producer Content remains yours. You grant Operator a worldwide, royalty-free, perpetual, irrevocable license to host, store, normalize, reformat, display, and use Producer Content to operate, maintain, and improve the Platform, to enable integrations under Section 5, and to generate de-identified, aggregate analytics. This license survives termination as to Producer Content already submitted.
You will not build or operate, on or through Platform-hosted pages, DataBud Codes, or any integration we provide, any parallel system to capture, track, or profile Platform users, and will not associate Platform users with your own customer records derived from the Platform or from any such integration. Each party shall comply with applicable privacy laws in its own data-handling activities, including the Washington My Health My Data Act (RCW Ch. 19.373) and equivalent state statutes. Operator is the controller for Consumer Data collected through the Platform.
The Platform is the system of record for DataBud Codes, batch pages, and Consumer Data. We may make de-identified, aggregate analytics available to you for your enrolled products; you will not attempt to re-identify any user and will not sell, share, or sublicense any analytics without our prior written consent. We may retain de-identified, aggregate data indefinitely for platform-improvement purposes.
On request or at termination, you are entitled to receive only the reports, dashboards, and de-identified aggregate analytics we make available for your enrolled products. You are not entitled to, and we will not provide, raw or user-level Consumer Data, individual experience logs, or behavioral histories, which are and remain Operator’s exclusively.
All suggestions, improvement requests, ideas, concepts, and feedback you provide regarding the Platform become Operator’s property; you assign to Operator all rights in them without compensation, and Operator may use them for any purpose without obligation to you.
THE PLATFORM, PRODUCER PORTAL, DATABUD CODES, AND ALL RELATED SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND. To the maximum extent permitted by law, Operator and its Agent disclaim all warranties, express, implied, or statutory, including implied warranties of merchantability, fitness for a particular purpose, title, accuracy, and non-infringement.
We make NO guarantee of and shall have no liability for: Platform uptime, availability, performance, or any service level; any level of scans, consumer engagement, traffic, repurchase, sales, or other commercial result; the accuracy or usefulness of any consumer-generated content or analytics; continued availability of any feature (we may add, change, suspend, or discontinue any part of the Platform, and may invalidate or unpublish any code or page, at any time, without notice and without liability); or the resolution of any DataBud Code where you have deviated from these Terms or the Packaging Standard. You assume all risk arising from your use of the Platform.
The Platform collects subjective, self-reported consumer experiences and produces informational insights and, where offered, algorithmic or AI-generated suggestions. The Platform does not provide medical advice and does not diagnose, treat, cure, mitigate, or prevent any disease or condition. Platform outputs are informational only, are based on unverified self-reported data, are not a substitute for professional medical, health, or safety judgment, and may not be relied upon for any medical, health, or safety decision. Consumer experiences are subjective and may not predict any individual outcome. Any algorithmic or AI-generated insight is provided without warranty of accuracy or outcome. The Platform is not intended to be, and shall not be construed as, a medical device, Software as a Medical Device (SaMD), clinical decision support system, or regulated health product under the U.S. Food and Drug Administration or any comparable framework.
You will not market, describe, or represent the Platform, any DataBud Code, or any Platform output as a medical device, medical advice, diagnosis, or treatment, and you will not make or imply any therapeutic, health, or disease claim based on the Platform. Operator does not endorse or validate any health, wellness, or therapeutic claim you make about any product. You are solely responsible for all product, health, efficacy, advertising, packaging, and consumer-facing claims relating to your products, and Operator does not review, approve, or endorse any such claim.
You will promptly notify Operator of any recall, contamination, failed or amended test result, adverse-event investigation, or regulatory action affecting any DataBud-enabled product.
Operator may, in its sole discretion and at any time, disable or unpublish batch pages, display safety notices, suppress recommendations, or invalidate DataBud Codes that it reasonably believes relate to a safety concern. Operator has no duty to monitor Consumer Data or Producer Content for safety signals, assumes no such duty by exercising these rights, and is not a mandatory reporter; Operator may report information to a regulator only where legally required or where Operator reasonably believes it necessary for consumer safety, and consistent with the DataBud privacy policies.
You acknowledge that Consumer Data is self-reported and unverified. You waive, and will not bring, any claim against the Indemnified Parties arising from any good-faith safety action taken under this Section — including disabling pages, displaying notices, suppressing recommendations, or invalidating codes — even if the underlying signal is later determined to be inaccurate.
You will maintain the liability insurance you carry in the ordinary course of your business and will name “Raindrop, LLC d/b/a DataBud” and Disq Holdings, LLC as additional insureds on such policy or policies. Such coverage shall be commercially reasonable and, where available to a licensee of your size, no less than $1,000,000 per occurrence and $2,000,000 in the aggregate. You will provide a certificate of insurance evidencing this coverage upon request. Failure to maintain coverage or to provide a certificate on request is grounds for suspension.
You shall defend, indemnify, and hold harmless Operator and its Agent, Disq Holdings, LLC, and their respective members, managers, officers, directors, employees, agents, affiliates, licensors, and successors (the “Indemnified Parties”) from and against any and all claims, losses, liabilities, damages, fines, penalties, judgments, settlements, and costs (including reasonable attorneys’ fees) arising out of or relating to, in whole or in part: (a) any Producer Content, including any inaccurate, mismatched, misleading, or non-compliant COA, chemistry data, additive declaration, or product information; (b) any error, omission, or misstatement by you, including misapplied, mismatched, skipped, preprinted, generic, reused, or non-conforming DataBud Codes and any deviation from the Packaging Standard; (c) your cannabis activities and any actual or alleged violation of law; (d) your breach of these Terms or any representation, warranty, or certification; (e) any death, injury, illness, recall, or damage arising from any product to which a DataBud Code is or should have been applied; (f) any breach or unauthorized access of your systems, accounts, or credentials; (g) your use of or reliance on any third-party integration or data; and (h) your violation of any third-party right. You will also reasonably cooperate, at your own expense, in the defense of any claim or proceeding involving your products or your use of the Platform. This Section survives termination.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, OPERATOR AND ITS AGENT WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOST PROFITS, REVENUE, DATA, OR GOODWILL. THEIR TOTAL AGGREGATE LIABILITY FOR ANY CLAIM ARISING FROM OR RELATING TO THESE TERMS OR THE PLATFORM WILL NOT EXCEED THE GREATER OF (A) THE FEES, IF ANY, YOU PAID US IN THE TWELVE (12) MONTHS PRECEDING THE EVENT, OR (B) ONE HUNDRED U.S. DOLLARS ($100). Operator and its Agent are not liable for any third-party platform, device, telemetry, or integration. Access to the Platform may be provided at no charge, and these limitations reflect the allocation of risk between the parties.
You shall protect Operator’s and its Agent’s non-public business, technical, and financial information using at least reasonable care, use it only as permitted by these Terms, and not disclose it except to personnel with a need to know who are bound by comparable obligations. This does not apply to information that is or becomes public through no fault of yours, was rightfully known without obligation of confidence, or is independently developed. Trade secrets are protected for as long as they remain trade secrets.
We may suspend or terminate your access to the Platform at any time, with or without notice, for any reason, including your breach of these Terms, non-conformance under Section 3, loss or suspension of your cannabis license, regulatory directive, or any risk to consumers, the Platform, or the Indemnified Parties. You may stop using the Platform at any time. On termination, your right to access the portal and generate DataBud Codes ends immediately, and you shall cease representing products produced thereafter as DataBud-enabled. We may, but need not, maintain existing batch pages for products already in the channel. Sections 2, 4, 5, 6, 7, 8, 9, 10, 11, 12, 13, 14, 16, 17, 18, and 19, and any accrued obligations, survive termination.
Except as provided below, any dispute arising out of or relating to these Terms or the Platform will be resolved by final and binding individual arbitration administered under the Commercial Arbitration Rules of the American Arbitration Association, seated in San Juan, Puerto Rico, and governed by the Federal Arbitration Act. Judgment on the award may be entered in any court of competent jurisdiction.
Class-Action Waiver. All disputes will be brought solely in your individual capacity, and not as a plaintiff or member in any purported class, collective, or representative proceeding. The arbitrator may not consolidate more than one party’s claims or preside over any class or representative proceeding.
Carve-outs. Notwithstanding the foregoing, (a) either party may seek injunctive or equitable relief to protect intellectual property or confidential information in any court of competent jurisdiction, and (b) cannabis-specific regulatory matters remain subject to the authority of the applicable cannabis regulator. If the class-action waiver is held unenforceable as to any claim, that claim will proceed in court, but the remainder of this Section remains in effect.
These Terms constitute a technology and intellectual-property agreement, not a cannabis agreement, and are governed by the laws of the Commonwealth of Puerto Rico, where Operator is organized, without regard to conflict-of-laws principles. Puerto Rico law governs the parties’ relationship in all respects, except that the cannabis laws and regulations of your licensing jurisdiction(s) control solely as to cannabis-specific regulatory issues. Subject to Section 16, for any matter not subject to arbitration the parties consent to the exclusive jurisdiction and venue of the courts located in San Juan, Puerto Rico.
You grant Operator a non-exclusive, royalty-free, worldwide license to use your name, brand, trademarks, logos, and product imagery to identify you as a DataBud participant in Operator’s partner directory, case studies, presentations, website, investor materials, and other marketing, without further approval. Such use will be consistent with any brand guidelines you provide and will not imply Operator’s endorsement of any specific product or health claim.
We may modify these Terms at any time by posting the updated Terms or otherwise notifying you, and may update the Packaging Standard and operational portal requirements on reasonable notice; your continued use after the effective date of an update constitutes acceptance, and if you do not agree you must stop using the Platform. Neither party is liable for any delay or failure to perform due to causes beyond its reasonable control, including outages, network or third-party failures, labor disputes, acts of God, or governmental action. You may not assign these Terms or your account without our prior written consent; we may assign these Terms to a successor or affiliate and may delegate onboarding and producer support to our Agent. Disq Holdings, LLC, as Operator’s Agent, is an intended third-party beneficiary and may directly enforce Sections 4, 6, 7, 8, 9, 10, 11, 12, 13, and 14; except for Agent, there are no third-party beneficiaries. You are responsible for ensuring your use complies with the laws of every jurisdiction in which you operate, including local privacy and health-data laws, and Operator makes no representation that the Platform complies with the laws of any jurisdiction outside the United States. If any provision is held unenforceable, it will be enforced to the maximum extent permitted and the remainder continues in effect; no failure to enforce any right is a waiver. These Terms are the entire agreement regarding your use of the Platform, supersede all prior understandings on that subject, are independent of any brand-license, marketing, or supply agreement, and may be accepted electronically. Notices to us: admin@databud.ai.
By clicking “I Agree,” creating a producer account, accessing the producer portal, generating DataBud Codes, or uploading Producer Content, you acknowledge that you have read, understood, and agree to be bound by these Terms, and you specifically affirm that: