VAULTTENDER SOFTWARE AS A SERVICE (SaaS) TERMS AND CONDITIONS

Last Updated: May 21, 2026

PLEASE READ THIS MASTER SUBSCRIPTION AGREEMENT (“AGREEMENT”) CAREFULLY BEFORE USING THE SERVICES OFFERED BY VAULTTENDER (“COMPANY”). BY ACCESSING, INTEGRATING, OR UTILIZING THE VAULTTENDER AUTOMATED COMPLIANCE AUDIT DASHBOARD, REPORTING TOOLS, AND RELATED SERVICES (COLLECTIVELY, THE “SERVICE”), YOU OR THE ENTITY YOU REPRESENT (“CUSTOMER” OR “LICENSEE”) AGREE TO BE BOUND BY THESE TERMS.

IF YOU DO NOT AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, YOU ARE NOT AUTHORIZED TO USE THE SERVICE.

1. THE SERVICE & LICENSE GRANT

• 1.1 License Grant: Subject to the terms of this Agreement and the timely payment of applicable fees, Company grants Customer a non-exclusive, non-transferable, revocable, limited right and license to access and use the Vaulttender SaaS platform solely for internal business operations and compliance verification.

• 1.2 Scope of Use: The Service is licensed strictly on a per-retail-location basis (Retail Store Authorization or "RSA"). Separate retail storefronts, licenses, or physical locations require individual active subscriptions.

2. SUBSCRIPTION PRICING, BILLING & FEES

• 2.1 Base Pricing Tier: The standard subscription fee for the Service is $399.00 Canadian Dollars (CAD) per month, per retail location (plus applicable provincial and federal taxes, including HST).

• 2.2 Automatic Renewal: Subscriptions are billed electronically on a recurring monthly cycle (“Billing Cycle”) starting from the date the Customer connects their Point-of-Sale (POS) system or activates their dashboard. Subscriptions automatically renew at the end of each Billing Cycle unless canceled in accordance with Section 3.

• 2.3 Fee Changes: Company reserves the right to modify its pricing tiers upon thirty (30) days’ written notice to the Customer. Continued use of the Service after the effective date of a price modification constitutes acceptance of the new fee structure.

3. CANCELLATION & TERMINATION POLICY

• 3.1 Non-Refundable Fees: All fees paid to Vaulttender are non-refundable. There are no partial-month refunds or credits for unused portions of a billing cycle.

• 3.2 Cancellation Window: To prevent the automatic renewal and subsequent billing of the next cycle, Customer must submit a formal cancellation request via the user account dashboard or by emailing billing@vaulttender no later than twenty-four (24) hours prior to the final calendar day of the current Billing Cycle.

• 3.3 Effect of Cancellation: Upon processing a cancellation, Customer will retain access to their compliance logs and dashboard until the final day of their paid cycle. At the end of that cycle, data synchronization with the retail POS will cease, and the account will be deactivated.

4. DATA INTEGRATION & PRIVACY (PIPEDA COMPLIANCE)

• 4.1 Customer Data License: To generate nightly audit reports, Vaulttender requires direct read-only API access to the Customer's third-party Point-of-Sale (POS) software. Customer grants Company a limited, secure license to access, aggregate, and process transaction history, inventory sheets, and provincial sales logs ("Customer Data").

• 4.2 Data Ownership: Customer retains absolute ownership over all raw transactional and operational data extracted from their store. Company retains ownership over anonymized, aggregated industry benchmark data derived from systemic platform performance.

• 4.3 Privacy & Security: Vaulttender complies with the Personal Information Protection and Electronic Documents Act (PIPEDA) and standard industry data protection rules. Vaulttender does not intentionally capture or store retail end-consumer Personal Health Information (PHI) or Personally Identifiable Information (PII) beyond what is systemically necessary to verify regulatory compliance parameters.

5. REGULATORY DISCLAIMER & LIMITATION OF LIABILITY

⚠️ CRITICAL COMPLIANCE NOTICE

5.1 Independent Licensee Responsibility: Vaulttender is an automated monitoring, cross-referencing, and data auditing tool designed to assist retail operators. It does not relieve the Customer of their independent statutory duties under the Cannabis Licence Act, 2018, Ontario Regulation 468/18, or the Registrar’s Standards for Cannabis Retail Stores.

5.2 Final Accountability: Final operational oversight, human validation, physical inventory counting, and submissions to the Alcohol and Gaming Commission of Ontario (AGCO) or the Ontario Cannabis Store (OCS) remain the exclusive, non-delegable responsibility of the Customer and their licensed Cannabis Retail Managers.

• 5.3 Exclusion of Regulatory Liability: Vaulttender makes no absolute guarantees of regulatory immunity. Under no circumstances shall Company be held liable for administrative monetary penalties, warnings, suspensions, revocations, or closures issued to the Customer by the AGCO, OCS, or other federal/provincial enforcement bodies.

• 5.4 Limitation of Damages: TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE CANADIAN LAW, IN NO EVENT SHALL VAULTTENDER’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE TOTAL FEES PAID BY THE CUSTOMER TO THE COMPANY IN THE THREE (3) MONTH PERIOD IMMEDIATELY PRECEDING THE CLAIM.

6. INTELLECTUAL PROPERTY & RESTRICTIONS

• 6.1 Proprietary Rights: The Vaulttender brand name, trade names, custom log logic, system architecture, UX/UI layouts, nightly reporting design formats, and automated algorithmic audit scripts are the sole intellectual property of the Company.

• 6.2 Prohibited Conduct: Customer shall not:

  • Reverse engineer, disassemble, decompile, or attempt to derive the source code of the Vaulttender platform.

  • Sublicense, lease, or resell access to the platform to third-party consultants or independent networks outside the scope of the purchased locations.

  • Use the data structure format of Vaulttender to build a competing RegTech product or compliance engine.

7. GOVERNING LAW & DISPUTE RESOLUTION

• 7.1 Jurisdiction: This Agreement is governed by, construed, and enforced exclusively in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein, without regard to conflict of law principles.

• 7.2 Resolution Framework: Any legal dispute, conflict, or claim arising from or relating to this Service shall first be attempted to be resolved amicably via good-faith executive mediation. Unresolved disputes shall fall under the exclusive jurisdiction of the provincial courts located in Ontario.

BY CLICKING "I AGREE", OR SYSTEMICALLY ESTABLISHING A DATA CONNECTION BETWEEN YOUR POS PROVIDER AND THE VAULTTENDER INTEGRATION PROTOCOLS, YOU CONFIRM THAT YOU HAVE THE LEGAL CAPACITY AND CORPORATE AUTHORITY TO BIND THE LICENSE HOLDER TO THIS AGREEMENT.

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​​​​​​​​LEGAL & REGULATORY DISCLAIMERS VAULTTENDER REGTECH ENGINE VaultTender is an independent, specialized business-to-business regulatory technology (RegTech) and data analytics software solutions platform owned and operated by VaultTender Inc. CRITICAL MERCHANT STATUS NOTICE: VaultTender does not possess, cultivate, process, harvest, handle, broker, distribute, transport, or transact retail sales of physical cannabis, cannabis-restricted derivatives, or controlled substances of any kind. VaultTender is an ancillary software provider operating on a strictly read-only basis to interface data streams from independent client-provided point-of-sale (POS) systems. This platform does not process transactions or handle retail payment processing on behalf of licensed storefronts or consumer delivery channels. PROVINCIAL JURISDICTION & COMPLIANCE All automated data reconciliation modules, equivalency tracking mechanics, and employee integrity processing logic are calibrated to the structural rules established under the Alcohol and Gaming Commission of Ontario (AGCO) and the Cannabis Licence Act, 2018. VaultTender provides analytics oversight only; final regulatory reporting validation and submission compliance tasks remain the sole legal responsibility of the respective Retail Store Authorization (RSA) and Cannabis Retail Operator Licence (CROL) holders. GOVERNANCE & FINANCIAL POLICIES Corporate Governance: Terms of Service | Privacy & PIPEDA Protocols Financial Policy: Refund & Cancellation Policy | Corporate Contact Registry