Revised October 29, 2020.

 

1.               Introduction

 

These Term of Use (“Terms”) constitute a legally binding agreement made between you, whether personally or on behalf of an entity (“you”), and Jushi Inc and its affiliates (collectively, “we,” “us” or “our”) concerning your access to and use of our websites (collectively, the “Site”).

 

By accessing or using the Site in any way, including browsing the Site, using information from the Site or submitting information to us through the Site, you agree that you have read, understood, and agreed to be bound by all of these Terms and our privacy policy (which is incorporated herein by reference). THESE TERMS CONSTITUTE A LEGALLY BINDING AGREEMENT BETWEEN YOU AND US AND CONTAIN IMPORTANT LIMITATIONS OF OUR LIABILITY TO YOU AND SPECIFIC DISPUTE RESOLUTION PROCEDURES. PLEASE READ THESE TERMS CAREFULLY BEFORE USING OUR SITE. BY USING OUR SITE.

 

2.              Warranty Disclaimer and Limitation of Liability

 

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE CONTENT, GOODS, SERVICES AND PROGRAMS DISPLAYED ON, OR MADE AVAILABLE THROUGH, THE SITE ARE PROVIDED “AS IS” AND “AS AVAILABLE” AND WITHOUT ANY WARRANTIES OF ANY KIND, EXPRESS, IMPLIED, OR STATUTORY. WE HEREBY DISCLAIM ALL WARRANTIES, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. WE MAKE NO WARRANTY, EXPRESS OR IMPLIED, THAT OUR SITE OR ANY CONTENT, GOODS, SERVICES OR PROGRAMS YOU OBTAIN OR PARTICIPATE IN THROUGH THE SITE WILL MEET YOUR REQUIREMENTS OR WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SITE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. WE DO NOT WARRANT OR MAKE ANY REPRESENTATION REGARDING USE, OR THE RESULT OF USE, OF ANY GOODS, SERVICES OR PROGRAMS YOU OBTAIN OR PARTICIPATE IN THROUGH THE SITE. WE DO NOT WARRANT THAT ANY CONTENT ON THE SITE IS ACCURACY OR RELIABLE. CONTENT ON THE SITE MAY INCLUDE TECHNICAL INACCURACIES, TYPOGRAPHICAL ERRORS AND/OR OMISSIONS AND WE DO NOT ASSUME ANY LIABILITY OR RESPONSIBILITY FOR ANY SUCH INACCURACIES, ERRORS AND/OR OMISSIONS. ALL OF THE CONTENT ON OUR SITE, WHETHER HISTORICAL IN NATURE OR FORWARD-LOOKING, SPEAKS ONLY AS OF THE DATE THE INFORMATION IS POSTED ON OUR SITE, AND WE DO NOT UNDERTAKE ANY OBLIGATION TO UPDATE SUCH INFORMATION AFTER IT IS POSTED OR TO REMOVE SUCH INFORMATION FROM OUR SITE IF IT IS NOT, OR IS NO LONGER, ACCURATE OR COMPLETE. 

 

THIS SECTION DOES NOT AFFECT IN ANY WAY OUR RETURN POLICY OR LIMITED WARRANTY FOR GOODS OBTAINED THROUGH OUR SITE TO THE EXTENT EXPRESSLY PROVIDED.

 

3.              Limitation of Liability; Liability Cap

 

TO THE MAXIMUM EXTENT NOT PROHIBITED BY APPLICABLE LAW, YOU ACKNOWLEDGE AND AGREE WITH THE FOLLOWING PROVISIONS OF THIS SECTION 3:

 

IN NO EVENT SHALL WE OR ANY OF OUR DIRECTORS, OFFICERS, SHAREHOLDERS, MEMBERS, MANAGERS, PARTNERS, EMPLOYEES, CONSULTANTS, AGENTS, REPRESENTATIVES, SUCCESSORS OR ASSIGNS (EACH A “COMPANY PARTY,” AND COLLECTIVELY, “COMPANY PARTIES”) BE LIABLE FOR ANY LOSS OF PROFITS, REVENUE OR DATA, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, LOSS OF PRODUCTION OR USE, BUSINESS INTERRUPTION OR PROCUREMENT OF SUBSTITUTES.

 

IN NO EVENT SHALL ANY COMPANY PARTY BE LIABLE FOR ANY LOSSES, COSTS OR EXPENSES OF ANY KIND (INCLUDING LEGAL FEES) DIRECTLY OR INDIRECTLY ARISING OUT OF OR IN CONNECTION WITH: (A) YOUR ACCESS OR USE OF, OR INABILITY TO ACCESS OR USE, THE SITE OR THE CONTENT, GOODS, SERVICES OR PROGRAMS DISPLAYED ON, OR MADE AVAILABLE THROUGH, THE SITE; (B) UNAUTHORIZED ACCESS TO THE SITE OR YOUR PERSONAL INFORMATION, COMMUNICATIONS OR OTHER DATA; (C) UNAUTHORIZED DISCLOSURE OF YOUR PERSONAL INFORMATION, COMMUNICATIONS OR OTHER DATA; (D) THE STATEMENTS OR CONDUCT OF ANY THIRD PARTY; (E) YOUR DOWNLOADING OF ANY CONTENT (INCLUDING DATA, TEXT, IMAGES, VIDEO OR AUDIO) FROM THE SITE; OR (F) VIRUSES, BUGS, SYSTEM FAILURES  OR ANY OTHER ERRORS, FAILURES OR DELAYS IN COMPUTER TRANSMISSIONS OR NETWORK CONNECTIONS, IN EACH CASE REGARDLESS OF WHETHER BASED ON WARRANTY, COPYRIGHT, CONTRACT, TORT (INCLUDING NEGLIGENCE) OR ANY OTHER LEGAL THEORY, AND REGARDLESS OF WHETHER A COMPANY PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

 

THE FOREGOING LIMITATION ON LIABILITY SHALL NOT APPLY TO THE LIABILITY OF A COMPANY PARTY FOR DEATH OR PERSONAL INJURY DIRECTLY AND PROXIMATELY CAUSED BY A COMPANY PARTY’S GROSS NEGLIGENCE, INTENTIONAL MISCONDUCT OR FRAUD.

 

CERTAIN STATE LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS. IN NO EVENT WILL THE FOREGOING LIMITATION OF LIABILITY IS DETERMINED BY A COURT OF COMPETENT JURISDICTION TO BE UNENFORCEABLE, THE COLLECTIVE LIABILITY OF THE COMPANY PARTIES TO ANY PARTY (WHETHER BASED ON WARRANTY, COPYRIGHT, CONTRACT, TORT (INCLUDING NEGLIGENCE) OR ANY OTHER LEGAL THEORY) EXCEED THE LESSER OF $100 OR THE AMOUNT YOU HAVE PAID TO US FOR THE APPLICABLE CONTENT, GOOD, SERVICE OR PROGRAM OUT OF WHICH ALLEGED LIABILITY AROSE.

 

YOU ACKNOWLEDGE AND AGREE THAT YOU USE THE SITE AT YOUR OWN RISK.

 

4.             Indemnification

 

To the maximum extent not prohibited by applicable law, you will indemnify, defend, release and hold us, our licensors, content providers, service providers, directors, officers, shareholders, members, managers, partners, employees, consultants, agents and other representatives (collectively, the “Indemnified Parties”) harmless from and against any liabilities, losses, damages, judgments, awards, costs and expenses (including reasonable attorney’s fees and expert witness fees) (collectively “Losses”) arising from, related to or in connection with any action or claim based on: (a) your access to or use of, or inability to access or use, the site or the content, goods, services or programs displayed on, or made available through, the site; (b) your breach of these Terms; (c) your violation of any applicable laws, rules or regulations; (d) the infringement of or misappropriation of the rights of a third party; or (e) your negligence or more culpable conduct.

 

At our option, you will, at your sole cost and expense, conduct the defense of any action or claim for which an Indemnified Party is entitled to seek indemnification from you. We may participate in such defense to the extent we may elect in our sole discretion, provided that you will not be required to pay for more than one legal counsel to conduct the defense of the applicable action or claim. You may not enter into any settlement or other compromise of the applicable action or claim without our express prior written consent.

 

You agree that the provisions in this Section 4 will survive your access or use of the Site or the content, goods, services or programs displayed on, or made available through, the Site.

 

5.              User Conduct 

 

You are solely responsible for all documents and other content you upload to our Site, including without limitation ensuring the veracity thereof and obtaining the legal permission to so disclose such content. You represent and warrant that all such content is in compliance with applicable laws, rules and regulations and all applicable provisions hereof. Such content shall not be hateful, threatening, obscene, unprofessional, or posted for purposes not expressly permitted by these Terms. You agree to use our Site responsibly, with good judgment, and in a manner conforming to a minimum of prevailing standards for internet and business etiquette. For example and without limitation, while using our Site you shall not:

 

(a) Access, retrieve, duplicate, use, share, publish or store Retrieve Personal Information (as defined in our Privacy Policy), data or other information or content from the Site for the purpose of creating, directly or indirectly, a collection, compilation, directory, database or other derivative work without written permission from us and/or the owner of such information or content.

 

(b) Access, retrieve, duplicate, use, share, publish or store Retrieve Personal Information, data or other information or content from the Site for any purpose inconsistent with, or that would violate, our Privacy Policy.

 

(c) Attempt to bypass any measures of the Site designed to prevent or restrict access to the Site, or any portion of the Site.

 

(d) Access, modify, enter or use any non-public area of the Site or our computer systems.

 

(e) Use the Site to send unsolicited communications to any person, whether through the site or otherwise.

 

(f)   Use the Site or create a user accounts by automated means, after you have been prohibited or blocked from using the Site or otherwise under false pretenses.

 

(g) Use the Site to compete with us, to advertise, offer for sale or sell any content, goods, services or programs of any kind or nature or to engage in a revenue-generating endeavor or commercial enterprise of any kind or nature.

 

(h) Circumvent, disable, or otherwise interfere with security-related features of the Site, including features that prevent or restrict the use or copying of any content or enforce limitations on the use of the Site and/or the content contained therein.

 

(i)   Engage in unauthorized framing, displaying or mirroring of, or linking to, the Site or any feature, tool, or content of the Site.

 

(j)   Use any of our copyrights, trademarks, services marks or other intellectual property without written permission from us.

 

(k)  Delete the copyright, trademark or other proprietary rights notice from any Content.

 

(l)   Trick, defraud, or mislead us or other users, especially in any attempt to learn Personal Information or account information such as user passwords.

 

(m) Attempt to impersonate another user or any other person or use the account, username or password of another person without prior consent from such person.

 

(n) Make improper use of our support services or submit false reports of abuse or misconduct.

 

(o) Engage in any automated use of the Site, such as using scripts to send comments or messages, or using any data mining, robots, or similar data gathering and extraction tools.

 

(p) Interfere with, disrupt, or create an undue burden on the Site or the networks or services connected to the Site.

 

(q) Use the Site or any information obtained from the Site in order to harass, abuse or harm another person.

 

(r)  Decipher, decompile, disassemble, or reverse engineer any of the software comprising or in any way making up a part of the Site.

 

(s)  Copy or adapt the Site’s software, including but not limited to Flash, PHP, HTML, JavaScript, or other code.

 

(t)  Harass, annoy, intimidate, or threaten any of our employees or agents.

 

(u) Upload or transmit (or attempt to upload or to transmit) viruses, Trojan horses, or other material, including excessive use of capital letters and spamming (continuous posting of repetitive text), that interferes with any person’s uninterrupted use and enjoyment of the Site or modifies, impairs, disrupts, alters, or interferes with the use, features, functions, operation, or maintenance of the Site.

 

(v) Upload or transmit (or attempt to upload or to transmit) any material that acts as a passive or active information collection or transmission mechanism, including without limitation, clear graphics interchange formats (“gifs”), 1×1 pixels, web bugs, cookies, or other similar devices (sometimes referred to as “spyware” or “passive collection mechanisms” or “pcms”).

 

(w)  Except as may be the result of standard search engine or Internet browser usage, use, launch, develop, or distribute any automated system, including without limitation, any spider, robot, cheat utility, scraper, or offline reader that accesses the Site, or using or launching any unauthorized script or other software.

 

(x)  Use the Site in a manner inconsistent with these Terms, the Privacy Policy or any applicable laws, rules or regulations.

 

(y) Encourage or assist any other person to do any of the foregoing.

 

6.             Privacy

 

Use of our Site is also governed by our Privacy Policy, which is incorporated herein by reference.

 

7.              Minimum Age; Your Representations and Warranties

 

Our Service is intended for persons 21 years or older, or 18 years or older with a valid state-issued medical cannabis registry card, and we do not knowingly permit anyone under the age of 18 to use our Site for any purpose whatsoever. By using our Site, you represent and warrant that you are at least 21 years old, or at least 18 years old and hold a valid state-issued medical cannabis registry card, and you have the right, authority and capacity to accept these Terms and abide by (and you shall abide by) all of the terms and conditions set forth herein.

 

8.             Authority

 

If you are a business (i.e., not an individual), the individual registering or using our Site on your behalf represents and warrants that he or she has the authority to bind you and otherwise act on your behalf for any and all purposes. We rely upon such representation and if the individual acting on your behalf lacks such authority, then in addition to your liability in connection with the use of our Site, such individual may be held personally liable for the same.

 

9.              Links to Other Sites

 

Our Site may contain links to third party websites and resources. Such sites and resources are not under our control and we shall not be responsible for the contents or functions thereof. We provide such links as a convenience, and the inclusion of any link does not imply endorsement by us or any association with its operators.

 

10.            Proprietary Rights

 

Unless otherwise indicated, the Site and all intellectual property contained therein, including without limitation all source code, databases, functionality, software, designs, audio, video, text, photographs, graphics trademarks, service marks and logos (the “IP”) are owned or controlled by us or licensed to us, and are protected by copyright and trademark laws and various other intellectual property rights and unfair competition laws of the United States, foreign jurisdictions, and international conventions.

 

The IP is provided on the Site “AS IS” for your information and personal use only. Except as expressly provided in these Terms, no part of the Site and no IP may be copied, reproduced, aggregated, republished, uploaded, posted, publicly displayed, encoded, translated, transmitted, adapted, edited, distributed, sold, licensed, rented or otherwise exploited for any commercial purpose whatsoever, without our express prior written permission. You agree not to use of any of our IP as metatags on other websites. You agree not to display any of our Site in a frame (or any of our content via in-line links) without our express written permission, which may be requested by contacting us pursuant to the Notice provision below. You may, however, establish ordinary links to the homepage and other major sections of our Site without our written permission.

 

We reserve all rights in and to the Site and the IP not expressly granted to you.

If you believe that your intellectual property has been copied and posted on our Site in a way that constitutes infringement or misappropriation, you must send us your written notice pursuant to the Notice provision below.

 

11.              Accounts

 

To register on our Site, you may be required to create an account by providing certain Personal Information and selecting a username and password. You are solely responsible for maintaining the confidentiality of your account, including your username and password and are solely responsible for all activities that occur under your account. You agree to (a) immediately notify us of any unauthorized use of your account or any other breach of the Site which you believe may have occurred, and (b) ensure that you log off from your account at the end of each session. We will not be liable for any Losses arising from or relating to your failure to comply with this Section 11. We may employ various reasonable means to verify the identity of each user registering on our Site. We make no warranties as to the accuracy of the identity of any user. You acknowledge and agree that we are authorized to act on instructions received through your account, and that we may, but are not obligated to, deny access to the Site or block any transaction made through your account without prior notice for any reason in our sole discretion, including if we believe your account has been compromised or is being used by someone who does not have your permission to do so.

 

12.            Modification or Discontinuance of the Site

 

We reserve the right at any time to limit access to, modify, change, suspend, or discontinue the Site or any portion thereof (either on or a temporary or permanent basis) without prior notice. You agree that we will not be liable to you or to any third party for any such limitation, modification, change, suspension or discontinuance of our Site.

 

14.            Notices

 

Any written notice required pursuant to these Terms shall be provided for as follows:

 

(a) if to be given to us, written notice shall be mailed via certified U.S. Mail, return receipt requested, to:

 

            Jushi Inc

            Attention: Legal Department

            1800 NW Corporate Blvd, Suite 200,

Boca Raton, FL 33445

 

(b) if to be given to you, written notice shall be given electronically to the address on file and deemed received upon transmission.

 

15.            Miscellaneous

 

These Terms contain the entire understanding between you and us regarding the subject matter hereof and supersede all prior and contemporaneous agreements and understandings. No failure or delay by a party in exercising any right, power or privilege under these Terms shall operate as a waiver thereof. If any provision contained in these Terms is found to be invalid or unenforceable, such provision shall be recast to the extent required to make it valid and enforceable and the other provisions hereof shall be unaffected thereby, and the invalidity or unenforceability of any of provision of these Terms shall not affect the validity or enforceability of any other provision of these Terms, all of which shall remain in full force and effect. We may assign our rights and/or obligations under these Terms to any third party without your consent or notice to you. You may not assign any of your rights and/or obligations under these Terms without our express written consent.

 

16.            Arbitration

 

Any action, claim, dispute or controversy (whether in contract, tort, or otherwise, and whether pre-existing, present or future, including statutory, common law, intentional tort and equitable claims) against a Company Party arising from or relating to these Terms, including without limitation its interpretation, or the breach, termination or validity hereof, the relationships created hereby, the Company Parties’ advertising endeavors and/or the validity of this arbitration clause shall be resolved exclusively and finally by binding arbitration administered by the National Arbitration Forum (NAF) under its Code of Procedure then in effect (available via the Internet at http://www.arb-forum.com , or via telephone at 1-800-474-2371). The arbitration will be conducted before a single arbitrator and will be limited solely to the dispute or controversy between you and the applicable Company Party. The arbitration shall be held in Palm Beach County, Florida, by telephone, or online. Any award of the arbitrator(s) shall be final and binding on each of the parties and may be entered as a judgment in any court of competent jurisdiction. Information may be obtained, and claims may be filed at any office of the NAF or at P.O. Box 50191, Minneapolis, MN 55405.

 

THE REQUIREMENT TO ARBITRATE MEANS YOU ARE WAIVING ANY RIGHT TO A TRIAL BY JURY.

 

17.            United States Law Applies

 

Our Site and the content, goods, services or programs displayed on, or made available through, the Site are intended for users and customers located in the United States and where authorized under applicable State and local laws, rules and regulations. It is up to you to determine whether accessing our Site and purchasing our goods and/or services are legal where you are, and we make no representation or warranty in that regard, or as to the legality of cannabinoids generally. You access our Site and purchase our goods at your own risk, and you are responsible for compliance with all applicable laws, rules, regulations and treaties. We provide the Site for use only by persons located within the United States of America, and we make no representation that the Site or its contents is appropriate in locations outside the United States. Accordingly, those persons who choose to access the Site from locations outside the United States do so on their own initiative and are solely responsible for compliance with the laws of the jurisdiction in which such person resides and/or access the Site from.

 

18.            Contact Us

 

If you have any comments or questions regarding this Agreement or wish to report any violation of these Terms, please contact us using the information in the Notice section.

 

19.        Updates

 

These Terms may be revised by us at any time and for any reason with or without notice to you. We will post any revised Terms (“Revised Terms”) on this page. Your continued use of the Site thereafter constitutes your assent to such Revised Terms. You agree to periodically review these Terms to ensure you are familiar with the most recent version.

 

20.       Special Cannabis Provisions

 

All goods containing cannabis are intended for personal use only in the jurisdiction in which they are sold. Goods we sell to end consumers are not intended for resale, and in any event goods containing cannabis that well sell are not intended for interstate transport.

 

The information provided on the Site is not intended to be medical, legal or other advice of any kind or nature, and is not intended to assess, diagnosis, nor specifically treat any medical problem.

 

We make no claims of any nature whatsoever with respect to the use or consumption of any goods available on the Site.

 

Do not operate vehicles or dangerous equipment while under the influence of cannabis. If you are pregnant or may be pregnant, breastfeeding, suffering from a known health condition, or taking any prescription medications, you should consult your physician or other health care professional prior to using cannabis. Statements regarding the goods we offer for sale have not been evaluated by the Food and Drug Administration. None of the goods we offer are intended to diagnose, treat, cure, or prevent any disease. Please refer to our local dispensaries and labeling of the goods we sell for additional information, disclaimers and warnings.