Read this first. Joint Venture is an operations and reporting tool. It does not file anything with a regulator on your behalf, and it is not legal, tax, or accounting advice. You remain solely responsible for every report, return, and record you submit. See Section 6.
These Terms of Service (the "Terms") are a binding agreement between Robert Brooks Joint Venture, [ENTITY TYPE] organized in [STATE OF ORGANIZATION] ("we," "us," or "Joint Venture"), and the business or individual accepting them ("you" or "Customer"). If you accept these Terms on behalf of a company, you represent that you are authorized to bind that company.
By ticking the acceptance box at signup, or by using the Service, you agree to these Terms and to our Privacy Policy, which is incorporated by reference.
"Service" means the Joint Venture platform: the operator dashboard, the voice and text assistant, the compliance and reporting modules, the advertising and content studio, and any related software, documentation, output, and materials we make available (together, the "Materials").
"Customer Data" means the business records you connect, upload, or generate in the Service — sales, inventory, cultivation, personnel, financial, and regulatory records.
As between you and us, you own your Customer Data. You grant us a worldwide, non-exclusive licence to host, process, transmit, and display it as needed to operate and support the Service for you, and to protect the Service and investigate misuse.
We may create Aggregated Data from Customer Data — statistical, combined, or otherwise de-identified information that does not identify you, your business, your licence numbers, or your customers. We may use, retain, and commercialize Aggregated Data perpetually and for any lawful purpose, including purposes and opportunities that do not exist today. That expressly includes:
We will not present Aggregated Data in a form that identifies you or your business, and we will not sell your identifiable Customer Data. Aggregated Data is ours, and this section survives the end of these Terms.
Where Customer Data contains personal information about your customers or staff, you confirm you have the right to provide it and to permit the uses described here. Our handling is described in the Privacy Policy.
You can export your data through the Service while your subscription is active. After termination we may delete your Customer Data after 30 days. Keep your own records — see Section 6.
The Service connects to systems you already use — state track-and-trace systems, point-of-sale, middleware, accounting, and cultivation sensors. By supplying credentials you authorize us to access those systems on your behalf, and you confirm you have the right to grant that access under your agreements with those providers.
Those systems are not ours. We are not responsible for their availability, accuracy, rate limits, pricing, or changes, and an outage or restriction on their side may limit the Service.
Joint Venture does not file anything with a regulator for you, and nothing in the Service is legal, tax, or accounting advice.
The Service prepares reports, returns, registers, and analyses from the data you connect. Every one of them is a draft for your review. You are solely responsible for reviewing each output for accuracy, for submitting it to the regulator yourself, for meeting every deadline, and for keeping the records the law requires you to keep. Where a filing must be submitted through a government portal or by email, only your own submission confirmation proves you filed.
Regulations change, and regulators publish conflicting guidance. We build each module against the regulator's own published forms and rules and tell you plainly what we could not verify, but we do not warrant that any output is complete, current, or accepted by any authority.
You may not, and may not permit anyone else to:
These restrictions survive termination.
We own the Service and the Materials, including the underlying platform marketed as Sentient Systems Labs™, and all patents (including patent-pending applications), copyrights, trademarks, and trade secrets in them. These Terms grant you a limited, revocable, non-exclusive, non-transferable right to use the Service during your subscription — nothing more. No rights are granted by implication.
Feedback. If you send us ideas, suggestions, or feature requests, you grant us a perpetual, irrevocable, worldwide, royalty-free right to use them without obligation or compensation to you.
Each side may learn the other's confidential information. You agree to protect ours — which includes the Service's non-public functionality, methods, prompts, pricing, and roadmap — with at least reasonable care, and not to disclose it. We agree to protect your non-public business information the same way. Neither side's obligations cover information that is public through no fault of theirs, was already known, or is independently developed. Disclosure required by law is permitted with notice where lawful.
THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR THAT ANY OUTPUT WILL BE ACCEPTED BY ANY REGULATOR OR AUTHORITY.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE ARE NOT LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, LOST REVENUE, LOST DATA, BUSINESS INTERRUPTION, REGULATORY FINES OR PENALTIES, OR LOSS OF A LICENCE, EVEN IF ADVISED OF THE POSSIBILITY. OUR TOTAL LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS WILL NOT EXCEED THE AMOUNT YOU PAID US IN THE TWELVE MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM.
You will defend, indemnify, and hold us harmless from any claim, loss, or expense (including reasonable legal fees) arising from your Customer Data, your use of the Service, your regulatory filings or failures to file, your breach of these Terms, or your violation of law or a third party's rights.
We may update these Terms. If a change is material we will give notice by email or in the Service at least 14 days before it takes effect. Continuing to use the Service after that means you accept the updated Terms. The version and date at the top of this page always identify the current terms.
These Terms are governed by the laws of the State of California, without regard to its conflict of laws rules. The exclusive venue for any dispute is the state and federal courts located in [VENUE COUNTY] County, California, and both sides consent to that jurisdiction. Nothing here prevents either side from seeking injunctive relief to protect its intellectual property or confidential information.