Terms of Service - Culextion

Note: These Terms of Service are intended to establish a clear, fair agreement between Culextion and its users. They are not a substitute for professional legal counsel. If you have specific legal questions about these terms, we recommend consulting a qualified attorney.

1. Acceptance of Terms

By accessing or using Culextion's platform (the "Service"), you agree to be bound by these Terms of Service ("Terms"). If you are using the Service on behalf of an organization, you represent that you have the authority to bind that organization to these Terms.

If you do not agree to these Terms, you may not access or use the Service. Your continued use of the Service after any changes to these Terms constitutes acceptance of those changes.

2. Description of Service

Culextion provides cloud-based Enterprise Resource Planning (ERP) software delivered as a Software-as-a-Service (SaaS) platform. We offer two products:

Culextion IL: A compliance-focused ERP for licensed Illinois cannabis operations, including METRC integration, seed-to-sale tracking, inventory management, distribution, and regulatory reporting
Culextion GMP: A Good Manufacturing Practice ERP for FDA-regulated food and dietary supplement manufacturing, supporting 21 CFR Part 111/117 compliance, batch production management, quality control, and audit-ready record keeping

The Service is hosted on Vercel with database infrastructure provided by Supabase (PostgreSQL on AWS), both based in the United States.

3. Account Terms

Culextion does not offer public self-registration. All user accounts are provisioned by an authorized administrator within your organization. By using the Service, you agree to the following:

You are responsible for maintaining the confidentiality of your login credentials
You are responsible for all activity that occurs under your account
You must immediately notify your organization's administrator and Culextion if you suspect any unauthorized access to your account
Multi-factor authentication (MFA) is available and strongly recommended for all users, especially administrators
Your administrator determines your access level (e.g., Admin, Full Access, Read Only) and the departments and data you can access

Culextion reserves the right to suspend or disable accounts that violate these Terms or pose a security risk.

4. Acceptable Use

You agree to use the Service only for its intended purpose and in compliance with all applicable laws and regulations. You agree not to:

Use the Service for any unlawful purpose or in violation of any applicable federal, state, or local law
Attempt to circumvent, disable, or interfere with any security features of the Service, including role-based access controls, row-level security, or audit logging
Share your login credentials with any other person or use another person's credentials
Attempt to access data belonging to other organizations or tenants on the platform
Reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of the Service
Use automated scripts, bots, or scrapers to access the Service without our written consent
Introduce malicious code, viruses, or any other harmful technology
Tamper with, modify, or attempt to delete audit logs or compliance records
Use the Service to store data unrelated to your legitimate business operations

5. Data Ownership

Your data belongs to you. All business data, records, and content that you or your organization enter into the Service ("Customer Data") remains the property of your organization.

By using the Service, you grant Culextion a limited, non-exclusive license to process, store, and transmit your Customer Data solely for the purpose of providing, maintaining, and improving the Service. This license terminates when your account is closed and your data is deleted in accordance with our data retention policies.

Culextion will not access your Customer Data except as necessary to provide the Service, respond to support requests, comply with legal obligations, or with your explicit permission.

6. Service Availability

We strive to maintain high availability of the Service and will use commercially reasonable efforts to minimize downtime. However, you acknowledge that:

The Service is provided "as is" and we do not guarantee uninterrupted or error-free operation
We do not currently offer a formal Service Level Agreement (SLA) with guaranteed uptime percentages
The Service depends on third-party infrastructure (Supabase and Vercel), and outages on those platforms may affect availability
We may perform scheduled maintenance that temporarily interrupts access to the Service, and will provide advance notice when possible
We are not liable for delays or failures in performance resulting from circumstances beyond our reasonable control, including but not limited to natural disasters, internet service provider failures, or government actions

7. Limitation of Liability

To the maximum extent permitted by applicable law:

Culextion shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of profits, revenue, data, business opportunities, or goodwill, regardless of the cause of action or the theory of liability
Culextion's total aggregate liability arising out of or relating to these Terms or the Service shall not exceed the total fees paid by your organization to Culextion during the twelve (12) months immediately preceding the event giving rise to the claim
These limitations apply even if Culextion has been advised of the possibility of such damages

Some jurisdictions do not allow the exclusion or limitation of certain damages. In such jurisdictions, our liability shall be limited to the greatest extent permitted by law.

8. Indemnification

You agree to indemnify, defend, and hold harmless Culextion, its owners, employees, and agents from and against any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to:

Your use of the Service or any activity under your account
Your violation of these Terms
Your violation of any applicable law or regulation
Any data or content you enter into the Service
Your failure to maintain the confidentiality of your account credentials

9. Intellectual Property

Platform ownership: The Culextion platform -- including its software, design, user interface, logos, trademarks, documentation, and all related intellectual property -- is and remains the exclusive property of Culextion. These Terms do not grant you any ownership rights in the platform itself.

Customer Data ownership: As stated in Section 5, you retain full ownership of all Customer Data. Nothing in these Terms transfers ownership of your data to Culextion.

Feedback: If you provide suggestions, ideas, or feedback about the Service, you grant Culextion a non-exclusive, royalty-free, perpetual, irrevocable license to use and incorporate that feedback into the Service without any obligation to you.

10. Termination

Either party may terminate the service relationship as follows:

By you: You may request termination of your organization's account at any time by contacting us at daniel@culextion.com
By Culextion: We may terminate or suspend your access if you materially breach these Terms, if your account poses a security risk, or if required by law. We will provide notice where reasonably possible

Upon Termination

We will provide a reasonable period (at least 30 days) for you to export your data before deletion
After the data export period, and subject to any applicable regulatory retention requirements (see our Privacy Policy), your data will be permanently deleted
Any provisions of these Terms that by their nature should survive termination (including Limitation of Liability, Indemnification, and Intellectual Property) will continue to apply

11. Data Export

We believe your data should always be accessible to you. You can export your data at any time using the in-app export functionality available within the platform. Exported data is provided in standard formats (CSV, JSON) suitable for import into other systems.

If you need assistance with a full data export or require data in a specific format, contact us at daniel@culextion.com and we will work with you to accommodate your request.

12. Regulatory Compliance Disclaimer

This is an important section -- please read it carefully.

Culextion is designed to assist your organization in meeting regulatory requirements, including but not limited to:

Illinois cannabis regulations and METRC reporting requirements
FDA 21 CFR Part 111 (dietary supplements) and 21 CFR Part 117 (food safety) requirements
Good Manufacturing Practice (GMP) documentation and record-keeping standards

However, Culextion does not guarantee regulatory compliance. The platform is a tool that facilitates compliance-related workflows, but ultimate responsibility for meeting all applicable regulatory requirements rests with your organization. Specifically:

You are responsible for the accuracy and completeness of the data you enter into the system
You are responsible for ensuring your use of the platform aligns with current regulations, which may change over time
You should not rely solely on the platform to determine your regulatory obligations
Culextion is not a law firm, regulatory consultancy, or compliance certification body and does not provide legal or regulatory advice

13. Governing Law

These Terms shall be governed by and construed in accordance with the laws of the State of Illinois, without regard to its conflict of law provisions. Any legal action or proceeding arising out of or relating to these Terms shall be brought exclusively in the state or federal courts located in the State of Illinois, and you consent to the personal jurisdiction of such courts.

14. Dispute Resolution

Before initiating any formal legal action, both parties agree to attempt to resolve any dispute arising out of or relating to these Terms through good-faith negotiation. The disputing party shall provide written notice describing the dispute in reasonable detail, and both parties shall have 30 days to resolve the matter informally.

If the dispute is not resolved through negotiation within 30 days, either party may pursue resolution through binding arbitration administered under the rules of the American Arbitration Association (AAA), with arbitration to take place in Illinois. The arbitrator's decision shall be final and binding, and judgment on the award may be entered in any court of competent jurisdiction.

Notwithstanding the above, either party may seek injunctive or other equitable relief in court to prevent the actual or threatened infringement of intellectual property rights or the unauthorized disclosure of confidential information.

15. Changes to Terms

We may update these Terms from time to time. When we make material changes, we will:

Update the "Last updated" date at the top of this page
Notify active users via email or an in-app notification
Provide at least 30 days' notice before material changes take effect

If you disagree with the updated Terms, you may terminate your account before the changes take effect. Your continued use of the Service after the effective date of the updated Terms constitutes your acceptance of those changes.

16. Contact Information

If you have any questions or concerns about these Terms of Service, please contact us:

Email: daniel@culextion.com
Website: culextion.com