🔶 PROVISIONAL — grounded in DRAFT legal documents pending execution. This page is extracted from the Master Vendor Agreement v2.0 (pre-counsel draft), the Seal Credential Terms v1.0 (draft for Vicente LLP review), and the Entity Bifurcation Memo (preliminary view, pending Vicente LLP opinion). It becomes binding doctrine only on (a) Vicente LLP execution of those agreements and (b) founder sign-off. Until then, treat as the intended model, not settled law.
Owner: Jonathan (Founder) · Department: Executive · Status: Draft (provisional) · Version: 0.1
Effective Date: on execution · Last Reviewed: 2026-06-13 · Next Review Date: on Vicente LLP opinion
Source of Truth: MVA v2.0, Seal Credential Terms v1.0, Entity Bifurcation Memo · Maturity: 3 (Usable)
This is the parent document for the entire wiki. Every SOP, playbook, and authority assertion inherits from it. It answers the one question everything else depends on: what is HempDash?
HempDash, Inc. is a Delaware corporation operating a software-as-a-service marketplace for hemp commerce (MVA §1.8 'Platform'; Bifurcation Memo §2.4). Concretely, HempDash operates three things:
- A marketplace — it lists vendors' hemp products, and earns an 18–22% commission on completed transactions (MVA §1.9, Exhibit A).
- Payments + delivery — it processes customer payments through licensed payment service providers and remits vendor earnings (MVA §4.2), and coordinates delivery through its licensed courier network, assuming responsibility for the delivery process from courier pickup to customer delivery (MVA §4.3).
- The Compliance Seal + verification network — it issues a verifiable Ed25519-signed credential attesting to documents-on-file (and, at Premium tier, a structured COA review), verifiable at a public JWKS endpoint (MVA §1.11, §4.7; Seal Credential Terms §1).
- Not a hemp supply-chain participant — it does not cultivate, process, manufacture, distribute, or sell hemp as principal (Bifurcation Memo §2.3).
- Not the regulated party — it does not hold a Texas hemp license and (preliminarily, pending Vicente LLP) is not a regulated entity under HSC §443 / 25 TAC Ch. 300. Its function is analytically like an accounting firm's audit opinion, an ISO certification body, or compliance-management SaaS (Bifurcation Memo §3.2, §3.4).
- Not a product tester or certifier — it does not test, inspect, or visit facilities; the Seal is not a safety certification or government approval (Seal Credential Terms §2; MVA §4.7.5).
- Not the seller of record — the vendor is the seller and retains all product/IP ownership (MVA §8.2).
- Not the compliance owner — the vendor bears sole, independent responsibility for legal compliance; the Seal cannot be asserted as a defense to enforcement (Seal Credential Terms §6.3; MVA §3.1).
flowchart LR
V["VENDOR\n(seller of record +\nregulated party)"] -->|lists products| P["HEMPDASH PLATFORM\nmarketplace + payments +\ndelivery + Seal"]
P -->|fulfils + delivers| C[Customer]
P -->|issues| S[Compliance Seal\ncredential]
R["DSHS / Regulator"] -.regulates.-> V
R -.subpoena as non-party.-> P
Read the arrows carefully: the regulator regulates the vendor, not HempDash. HempDash's exposure to DSHS is as a non-party record-holder that may receive a subpoena or record request — not as the enforced party (Bifurcation Memo §3.3).
HempDash is a regulated-commerce marketplace + compliance verification network — not a hemp operator, and not a passive SaaS with no compliance role. Its authority is real but platform-scoped (see Authority Boundary).
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