Terms of Service

1. Acceptance of Terms

By accessing or using TerraVault ("the Platform"), you agree to be bound by these Terms of Service. TerraVault is a business-to-business (B2B) wholesale marketplace exclusively for licensed hemp and cannabis businesses.

2. Eligibility and Vendor Licensing

You must be at least 21 years old and represent a licensed hemp or cannabis business to use TerraVault. By registering, you represent and warrant that you hold all necessary state and federal licenses to legally operate and sell your products.

Each Vendor is solely and exclusively responsible for:

• Obtaining and maintaining all required licenses and permits
• Ensuring compliance with all federal, state, and local laws and regulations
• Determining the legality of their products in each jurisdiction where they sell
• Staying informed of changes to applicable laws

TerraVault does not verify, guarantee, or represent the validity or authenticity of any Vendor's licenses, permits, or regulatory status. TerraVault conducts no regulatory compliance review and makes no representations regarding the legality of any Vendor's operations, licenses, or products. TerraVault is not responsible if a Vendor operates without valid licenses or if a Vendor's licenses are revoked or suspended.

3. Platform Services and Non-Involvement

TerraVault provides a marketplace platform that connects licensed vendors with licensed buyers. Specifically:

• TerraVault does not possess, hold title to, store, handle, package, or transport any products
• TerraVault does not manufacture, produce, modify, or process any products
• TerraVault does not distribute, deliver, or arrange delivery of any products
• All transactions, including product transfer and shipping, are conducted directly between the Buyer and Vendor

TerraVault's sole role is to provide the technological marketplace platform and the Knox evidentiary anchoring layer. TerraVault is a marketplace facilitator only. TerraVault does not process, hold, handle, or intermediate any payment between Buyer and Vendor. Payment flows directly from Buyer to Vendor through the Vendor's own payment gateway.

4. Fees — Free Storefronts, Vendor-Controlled Payments

TerraVault charges no transaction fees. Storefronts are free. Vendors keep 100% of their sales proceeds, subject only to their own payment-processor's standard fees (which TerraVault does not set, collect, or share in).

TerraVault's revenue is derived from three layers, disclosed up front:

• Tier 1 — Anonymized Aggregate Market Data. TerraVault may license anonymized, Knox-anchored marketplace intelligence (category-level volume, pricing, compliance posture) to brands, distributors, regulators, and other qualified buyers. No personally-identifying Vendor or Buyer information is ever included.
• Tier 2 — Premium Vendor Features. Optional paid tiers ($99–$999/mo) for boosted listings, multi-channel sync, inventory automation, white-glove storefront customization, and custom-domain SEO retention.
• Tier 3 — Respectful Category-Level Native Ads. At TerraVault's discretion and only once traffic justifies, category-level sponsored placements may appear in whitespace around storefronts. Storefront bodies themselves remain ad-free.

Vendors who opt into Tier 2 premium features do so via separately-executed service agreements. No Vendor is charged a fee unless they affirmatively subscribe to a premium feature.

5. Vendor-Controlled Payment Gateways

Every Vendor integrates their own cannabis-friendly payment gateway (Aeropay, Hypur, KindTap, NMI with cannabis-friendly acquiring bank, Paybotic, Paysafe, Posabit, ACH/wire, crypto, or manual invoice — Vendor's choice). Stripe and Square are explicitly excluded because their published Terms of Service prohibit cannabis transactions. Payment flows from Buyer directly to the Vendor's merchant account. TerraVault is not a party to the payment, does not hold funds, does not escrow funds, and has no money-movement role.

IMPORTANT: TerraVault is not a bank, credit union, money services business (MSB), licensed money transmitter, payment processor, or escrow agent. TerraVault does not provide banking services, lending services, escrow services, or investment services.

Payment disputes are resolved directly between the Buyer, the Vendor, and the Vendor's own payment processor under that processor's terms. Chargebacks, refunds, and payment reversals are governed by the Vendor's processor, not by TerraVault.

6. COA Requirements

Vendors are encouraged to provide Certificates of Analysis (COA) from accredited third-party laboratories. Products with COAs on file receive preferential placement. TerraVault does not independently verify, test, validate, or guarantee the accuracy or authenticity of any COA, laboratory results, or lab accreditation. "COA on File" means only that the vendor has uploaded a document — it does not constitute verification or endorsement by TerraVault.

6A. Federal Hemp Law Changes — November 12, 2026

Effective November 12, 2026, federal law redefines "hemp" using total THC (delta-9 THC + THCA × 0.877 + other THC precursors after decarboxylation) instead of delta-9 THC alone. The new limits are ≤0.3% total THC (dry weight) or ≤0.4mg total THC per container for finished products.

This means that most THCA flower, pre-rolls, concentrates, and edibles that currently qualify as legal hemp under the 2018 Farm Bill will no longer qualify as legal hemp after this date and will be classified as federally illegal marijuana.

All users are solely responsible for understanding and complying with this law change. TerraVault makes no representations about whether any product will remain legal after November 12, 2026. Products listed on TerraVault may become non-compliant at any time due to changes in federal, state, or local law.

TerraVault reserves the right to remove, restrict, or reclassify any product listings to comply with applicable law, with or without notice.

6B. Knox Evidentiary Anchoring — No Payment Role

TerraVault operates a Bitcoin-anchored evidentiary record system ("Knox") that creates tamper-evident records of listings, Certificates of Analysis, license states, shipments, and transaction receipts. Knox is an evidence layer, not a payment layer.

IMPORTANT: Knox does not hold, process, route, or intermediate any funds. Knox creates cryptographic records of events after those events occur; the payment itself flows directly between Buyer and the Vendor's merchant account.

By using TerraVault, you acknowledge that:

• TerraVault holds no Buyer or Vendor funds, ever
• Knox evidentiary anchors are independently verifiable against the Bitcoin blockchain without TerraVault's cooperation
• Payment processing is governed solely by the Vendor's chosen third-party payment gateway and that gateway's terms of service
• TerraVault is not responsible for delays, errors, chargebacks, or failures in payment processing by third-party gateways
• Court admissibility of any Knox-anchored record is determined by the presiding court; TerraVault makes no representation that any specific record will be admitted in any specific proceeding

7. Compliance and Jurisdiction-Specific Laws

IMPORTANT NOTICE: The legality of hemp and cannabis products varies significantly by jurisdiction. Products that are legal in one state may be illegal in another state or at the federal level.

Each user is solely responsible for:

• Understanding the laws applicable to their specific jurisdiction
• Ensuring their intended transactions comply with all applicable federal, state, and local laws
• Determining the legality of each product before purchase, sale, or shipment
• Verifying that interstate shipment of any product is lawful in both the originating and destination jurisdictions

TerraVault may restrict product visibility based on state-by-state regulatory frameworks as a courtesy only. Such restrictions do NOT guarantee that any product is legal in any jurisdiction. TerraVault makes no representations or warranties regarding the legality of any product in any location. TerraVault is not responsible for your compliance with laws or for any legal consequences arising from your use of the Platform or your transactions.

8. Dispute Resolution

Disputes are handled through TerraVault's internal process. Both parties may submit evidence. For disputes exceeding $10,000, binding arbitration in Bexar County, Texas applies.

9. Limitation of Liability

TerraVault is a marketplace facilitator and is not responsible for the quality, legality, safety, or delivery of products listed by vendors. Our liability is limited to the platform fees collected on any disputed transaction. In no event shall TerraVault be liable for any indirect, incidental, special, consequential, or punitive damages arising out of or related to your use of the Platform.

10. Product Disclaimers

DISCLAIMER OF WARRANTIES:

TerraVault makes no representations or warranties, express or implied, regarding any products listed on the Platform, including but not limited to:

• The quality, purity, potency, or composition of any product
• The accuracy or authenticity of product descriptions, COAs, or laboratory testing
• The safety of any product for consumption or use
• Whether any product complies with applicable laws in any jurisdiction
• The accuracy of any Vendor's licensing status or business representations

Buyers assume all risk for their purchases. Products are provided "as-is" by Vendors, not by TerraVault.

11. Indemnification

Each user (and specifically each Vendor) agrees to indemnify, defend, and hold harmless TerraVault and its officers, directors, employees, and agents from any and all claims, damages, losses, liabilities, and expenses (including reasonable attorneys' fees) arising from or related to:

• Any violation of applicable federal, state, or local laws by the user or in connection with the user's products
• Any claims that products listed infringe upon third-party rights
• Any injury, illness, or damage caused by a Vendor's products
• Any dispute between a Vendor and a Buyer regarding the terms of sale, product quality, delivery, or payment
• The user's failure to maintain valid licenses or comply with regulatory requirements
• Any misrepresentation or breach of warranty by the user regarding products or licensing status

12. Know Your Customer (KYC) / Know Your Business (KYB)

TerraVault implements identity and business verification procedures to prevent fraud, money laundering, and illegal activity on the Platform.

All users may be required to provide:

• Government-issued photo identification (driver's license, passport, or state ID)
• Proof of business registration (LLC articles, EIN letter, or certificate of formation)
• Valid state hemp or cannabis license with license number and expiration date
• Proof of address (utility bill, bank statement, or business registration document)
• Vendor's chosen payment-gateway verification status (Vendor retains sole control of the gateway and the bank account it pays into)

TerraVault reserves the right to suspend or terminate any account that fails to complete identity verification, provides false or misleading information, or is flagged by our onboarding screens.

13. Onboarding Screens and Sanctions Posture

TerraVault does not custody, route, or settle funds and therefore is not the obligated party for Bank Secrecy Act filings such as Suspicious Activity Reports or Currency Transaction Reports. Those obligations, where they apply, sit with the regulated payment provider chosen by the Vendor (or, as applicable, the Vendor itself). TerraVault's controls operate at the platform-membership layer, not the money-flow layer.

Platform-membership controls include:

• OFAC SDN Screening: All users are screened against the U.S. Treasury Department's Office of Foreign Assets Control (OFAC) Specially Designated Nationals (SDN) list at onboarding
• Identity and Business Verification: Per Section 12 above
• License Verification: State hemp / cannabis licenses verified against state registries before listing privileges are granted
• Record Retention: Onboarding records, identity verification documents, and platform audit logs are retained for a minimum of five (5) years
• Prohibited Activities: Using false identities, operating without required licenses, attempting to circumvent license verification, or any attempt to use the Platform for illegal purposes

Violation of this policy will result in immediate account suspension, reporting to relevant law enforcement authorities, and permanent ban from the Platform. TerraVault does not hold Vendor or Buyer funds and therefore cannot "forfeit" funds — funds forfeiture or seizure is a matter between law enforcement, the Vendor, the Buyer, and the Vendor's payment processor / bank.

14. Sanctions and Prohibited Jurisdictions

TerraVault does not provide services to individuals or entities located in, organized under, or residents of countries subject to comprehensive U.S. sanctions (including but not limited to Cuba, Iran, North Korea, Syria, and the Crimea, Donetsk, and Luhansk regions of Ukraine).

Users represent and warrant that they are not on any U.S. government prohibited parties list and are not acting on behalf of any sanctioned person or entity.

15. Governing Law

These Terms shall be governed by and construed in accordance with the laws of the State of Texas, without regard to conflict of law principles. Any legal action shall be brought exclusively in the courts of Bexar County, Texas.

16. Contact

For questions about these terms, contact us at [email protected].