Terms and Conditions and Return Policy

JURISDICTION

Canopy Growth USA, LLC is a company duly formed and registered in Delaware. Your access and use of this Website is a transaction that shall be deemed to be subject to Delaware law and the federal laws applicable therein. If you access this Website from outside of Delaware, you do so at your own risk and are responsible for compliance with local, national or international laws, including, without limitation, import and export laws. In particular, you understand that this Website, the Services or both may not be available in all jurisdictions and that you are responsible for ensuring that it is lawful for you to use this Website and receive the Services in your jurisdiction.

If you are residing in a jurisdiction where it is forbidden by law to participate in the activities offered by or related to this Website (including the Services), you may not: (i) enter into these Terms; or (ii) access or use this Website or the Services. By accessing or using this Website you are explicitly stating that you have verified in your own jurisdiction that your access and use of this Website and the Services is allowed.

USE OF THIS WEBSITE

You may only access and use this Website for legitimate purposes and not for any illegal or unauthorized purpose, including without limitation, in violation of any criminal law, intellectual property law, privacy law or any other applicable law or regulation. You represent and warrant that you are at least the age of majority in your jurisdiction of residence and are legally capable of entering into a binding contract.

You may not interfere with the security of, or otherwise abuse, this Website, or any system resources, services or networks connected to or accessible through this Website. You may only access or use this Website for lawful purposes. You agree that you will not attempt to, nor permit any third party to, enter restricted areas of Canopy’s computer systems or perform functions that you are not authorized to perform pursuant to these Terms.

While accessing or using this Website, you agree to comply with all applicable laws, rules and regulations.

You further agree not to:

• mirror or frame any part of this Website without Canopy’s express prior written consent; or
• use any robot, spider, site search/retrieval application or other manual or automatic device to retrieve, index, “scrape,” “data mine” or in any way reproduce or circumvent the navigational structure or presentation of this Website, without our express prior written consent.

We reserve the right, in our sole discretion, to take any actions we deem necessary and appropriate to preserve the integrity of this Website or the Services. For example, Canopy may, without notice, temporarily suspend your, or any other party’s, access to this Website (including the Services) if we reasonably suspect that you, or any other parties, are obtaining unauthorized access to our systems or information, or are using otherwise valid user identifications or passwords in any other unauthorized manner. These suspensions will be for such periods of time as Canopy may reasonably determine is necessary to permit the thorough investigation of such suspended activity.

INTELLECTUAL PROPERTY

This Website (including Canopy Materials and the presentation thereof) is the property of Canopy and its licensors, and may be protected by intellectual property laws, including copyright law, trademark law, patent law and other U.S. federal law and the law other applicable jurisdictions.

Subject to these Terms, you are granted a limited license only to display and print the materials and information contained in this Website (collectively, the “Canopy Materials”) for for your use in selling Canopy products; provided that such materials and information are not modified and that copyright and other intellectual property notices are not altered or deleted. You may not create derivative works from or otherwise reproduce, modify, republish or disseminate the Canopy Materials, or any element thereof, in any manner or form whatsoever. Unless you have entered into a separate agreement with Canopy, any other use of the Canopy Materials without Canopy’s written permission is prohibited.

Any unauthorized use regarding publication, copying or modification of information in any of the Canopy Materials, including trademarks, tradenames and design marks, may violate applicable legislation and may result in legal action.

ERRORS AND OMISSIONS

Although Canopy believes the Canopy Materials to be correct at the time they are posted, Canopy: (i) does not warrant the accuracy, completeness or currency of same at all times; and (ii) cannot guarantee or accept any responsibility or liability for the accuracy, currency or completeness of the Canopy Materials on this Website. Information contained in this Website does not constitute a solicitation or an offering of securities in any jurisdiction.

We have the right, but not the obligation, to correct any errors, inaccuracies or omissions and to change or update the Canopy Materials at any time, without prior notice to you (including after an order has been placed by you).

PRIVACY

We are committed to respecting the privacy of the personal information of the individuals with whom we interact. We have developed a Privacy Policy to describe our privacy policies and practices and how we collect, use and disclose the personal information of those individuals who access or use this Website or the Services. Please see our Privacy Policy for further details.

You acknowledge and agree that access to and use of this Website and the Services is primarily provided via the Internet and that your information, including personal information, may be transferred across national borders and stored or processed in any country in the world.

YOUR COMMENTS

Feel free to e-mail or otherwise provide us with your comments, suggestions or feedback (“Comments”). Should you do so, you agree that: (i) Canopy and its affiliates have no obligation to you or any one else concerning such Comments; (ii) such Comments are non-confidential; (iii) Canopy and its affiliates may use, disclose, distribute or copy such Comments (including any ideas, concepts or know-how contained in such Comments) for any purpose and without restriction or obligation to you or to anyone else; and (iv) such Comments are truthful and do not violate the legal rights of others.

LINKS TO THIRD PARTY WEBSITES

Links from or to websites outside this Website are provided for convenience only. We do not review, endorse, approve or control, and are not responsible for any sites linked from or to this Website, the content of those sites, the third parties named therein, or their products and services. Linking to any other site is at your sole risk and we will not be responsible or liable for any damages in connection with linking. Canopy shall not be a party to any transaction between you and any third party including any third party advertising on this Website, and we shall not be liable for any losses or damages arising out of such interaction with any third party.

DISCLAIMER

THE CANOPY MATERIALS ARE PROVIDED FOR GENERAL INFORMATION PURPOSES ONLY AND DO NOT CONSTITUTE LEGAL, MEDICAL, OR OTHER PROFESSIONAL ADVICE OR AN OPINION OF ANY KIND. YOU ARE ADVISED TO SEEK SPECIFIC LEGAL AND/OR MEDICAL ADVICE BY CONTACTING A PROFESSIONAL. THE PRODUCTS OFFERED ON THIS WEBSITE HAVE NOT BEEN EVALUATED BY THE FOOD AND DRUG ADMINISTRATION FOR SAFETY AND EFFICACY AND ARE NOT INTENDED TO DIAGNOSE, TREAT, CURE, OR PREVENT ANY DISEASE.

THIS WEBSITE, THE SERVICES, THE PRODUCTS AND THE CANOPY MATERIALS ARE PROVIDED ON AN “AS IS”, “WHERE IS”, AND “WITH ALL FAULTS” BASIS, WITHOUT REPRESENTATION, WARRANTY OR CONDITION OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED REPRESENTATIONS, WARRANTIES OR CONDITIONS OF CONCERNING THE AVAILABILITY, ACCURACY, COMPLETENESS OR USEFULNESS OF THE CANOPY MATERIALS, UNINTERRUPTED ACCESS, AND ANY WARRANTIES OR CONDITIONS OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, MERCHANTABLE QUALITY OR FITNESS FOR A PARTICULAR PURPOSE.

WE DO NOT REPRESENT OR WARRANT THAT THIS WEBSITE, THE SERVICES, THE PRODUCTS AND THE CANOPY MATERIALS WILL BE TIMELY, SECURE, UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THIS WEBSITE OR THE SERVERS THAT MAKE THIS WEBSITE AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

LIMITATION OF LIABILITY

TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT SHALL CANOPY OR ANY OF ITS AFFILIATES OR THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, SECURITY HOLDERS, PARTNERS OR AGENTS (COLLECTIVELY, THE “CANOPY PARTIES”) BE LIABLE TO YOU FOR ANY:

1. INCIDENTAL, INDIRECT, PUNITIVE, EXEMPLARY, CONSEQUENTIAL OR OTHER SIMILAR DAMAGES WHATSOEVER (EVEN IF ANY OF THE CANOPY PARTIES IS MADE AWARE OF THE POSSIBILITY OF ANY SUCH DAMAGES), OR
2. ANY DAMAGES FOR LOSS OF PROFITS, INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR LOSS OF OPPORTUNITY IN CONNECTION WITH OR RELATED TO ANY CLAIM, LOSS, DAMAGE, ACTION, SUIT OR OTHER PROCEEDING ARISING FROM, RELATED TO, OR IN CONNECTION WITH

1. THESE TERMS,
2. THIS WEBSITE (INCLUDING ANY SITES LINKED FROM OR TO THIS WEBSITE),
3. THE CANOPY MATERIALS,
4. THE SERVICES,
5. THE PRODUCTS, AND
6. YOUR ACCESS, USE, OR RELIANCE OF ANY OF THE FOREGOING,WHETHER THE CLAIM IS BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCEli, INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OR OTHERWISE.

IN EVERY EVENT, THE CANOPY PARTIES’ TOTAL MAXIMUM AGGREGATE LIABILITY TO YOU IN CONNECTION WITH OR RELATED TO ANY CLAIM, LOSS, DAMAGE, ACTION, SUIT OR OTHER PROCEEDING ARISING FROM, RELATED TO, OR IN CONNECTION WITH

1. THESE TERMS,
2. THIS WEBSITE (INCLUDING ANY SITES LINKED FROM OR TO THIS WEBSITE),
3. THE CANOPY MATERIALS,
4. THE SERVICES,
5. THE PRODUCTS, AND
6. YOUR ACCESS, USE, OR RELIANCE OF ANY OF THE FOREGOING

SHALL BE LIMITED TO THE LESSER OF: (A) TWENTY ($20.00) DOLLARS (USD); AND (B) THE AMOUNTS PAID BY YOU FOR ANY PRODUCTS PURCHASED BY YOU THROUGH THIS WEBSITE IN THE SIX (6) MONTH PERIOD IMMEDIATELY PRECEDING THE FINAL EVENT GIVING RISE TO SUCH LIABILITY.

THE CONSIDERATION BEING PAID HEREUNDER DOES NOT INCLUDE ANY CONSIDERATION FOR CANOPY TO ASSUME ANY RISKS BEYOND THOSE EXPRESSLY ASSUMED HEREIN AND IF ANY SUCH RISKS WERE TO BE ASSUMED BY CANOPY, CANOPY WOULD NOT HAVE ENTERED INTO THIS AGREEMENT WITHOUT CHARGING SUBSTANTIAL FEES.

Please note that certain jurisdictions do not allow limitation of liability or the exclusion or limitation of certain damages. In such jurisdictions, some or all of the above disclaimers, exclusions, or limitations, may not apply to you; and in any such case, our liability will be limited to the maximum extent permitted by law.

INDEMNIFICATION

IN CONSIDERATION FOR ACCESSING OR USING THIS WEBSITE, YOU AGREE TO DEFEND AND INDEMNIFY THE CANOPY PARTIES AGAINST ANY LOSSES, LIABILITIES, CLAIMS, DEMANDS, THREATS, ACTIONS, PROCEEDINGS, EXPENSES (INCLUDING REASONABLE ATTORNEY FEES AND COURT COSTS) IN ANY WAY ARISING FROM, RELATED TO, OR IN CONNECTION WITH YOUR USE OF THIS WEBSITE, INCLUDING IN CONNECTION WITH ANY PRODUCTS OFFERED THROUGH THIS WEBSITE OR THE USE OF ANY INFORMATION CONTAINED IN OR OBTAINED THROUGH THIS WEBSITE, THE SERVICES, YOUR VIOLATION OF THE TERMS OR ANY APPLICABLE LAW OR REGULATION, OR THE POSTING OR TRANSMISSION OF ANY MATERIALS ON OR THROUGH THIS WEBSITE BY YOU, INCLUDING BUT NOT LIMITED TO, ANY THIRD PARTY CLAIM THAT ANY INFORMATION OR MATERIALS PROVIDED BY YOU INFRINGE UPON ANY THIRD PARTY PROPRIETARY RIGHTS.

TERM, TERMINATION AND SUSPENSION

As above, Canopy may, at its sole discretion, at any time and from time to time, without notice, suspend your ability to use this Website and the Services and/or terminate these Terms or any of the licenses granted hereunder. Upon termination of these Terms, you shall immediately cease and desist from all use of this Website and the Services.

Sections 7, 9, 10, 11, 13, 14, 16 – 18 will survive any termination or expiry of these Terms.

ENTIRE AGREEMENT

These Terms and any documents expressly referred to in them represent the entire agreement between you and us in relation to the subject matter of the Terms, and supersede any prior agreement, understanding or arrangement between you and us, whether oral or in writing. Both you and we acknowledge that, in entering into these Terms, neither you nor we have relied on any representation, undertaking or promise given by the other or implied from anything said or written between you and us prior to such Terms, except as expressly stated in the Terms.

WAIVER

Our failure to exercise or enforce any right or provision of these Terms will not constitute a waiver of such right or provision. A waiver by us of any default will not constitute a waiver of any subsequent default. No waiver by us is effective unless it is communicated to you in writing.

HEADINGS

Any headings and titles herein are for convenience only.

ASSIGNMENT

These Terms are not assignable, transferable or sub-licensable by you except with Canopy’s prior written consent. We may assign, transfer or convey these Terms, or any of our rights hereunder to a third party without notice to you.

SEVERABILITY

If any provision or part thereof of these Terms is wholly or partially unenforceable, the parties or, in the event the parties are unable to agree, a court of competent jurisdiction, shall put in place thereof an enforceable provision or provisions, or part thereof, that as nearly as possible reflects the terms of the unenforceable provision or part thereof.

GOVERNING LAW

Any claims or disputes arising from, related to, or in connection with (i) these Terms, (ii) this Website, (iii) the Canopy Materials, (iv) the Services, (v) the Products, and (vi) your access, use, or reliance of any of the foregoing (each a “Dispute”) will be resolved in accordance with the laws in Delaware without regard to its conflict of law rules. Any such claims or disputes must be brought in the Delaware Court of Chancery or any federal court within the State of Delaware and you irrevocably consent to the exclusive jurisdiction and venue of such courts, and waive any and all jurisdictional, venue and inconvenient forum objections to such courts. Notwithstanding the foregoing, either party may apply to any court of competent jurisdiction to obtain injunctive or other emergency or similar relief.

Except where prohibited by applicable law, you agree to waive any right you may have to commence or participate in any class action against the Canopy Parties relating to any Dispute and you also agree to opt out of any class proceedings against Canopy.

CONTACT INFORMATION

If you need to contact us regarding this Website, the Services, the Products or these Terms, please email us at privacy@shopcanopy.com or contact us by: (i) phone at 1-855-558-9333; or (ii) mail us at: 1 Hershey Dr, Smiths Falls, Ontario, K7A-0A8, Canada, ATTN: Phil Shaer.

PROMOTIONS

Promotion code valid for all orders on www.shopcanopywholesale.com. To redeem, enter the promotion code during checkout and prices will be adjusted. Code is valid for one-time use only. Offer may not be combined with any other coupons, discounts, offers, or promotions. Offer valid while supplies last. No substitutions and no rain checks issued. Not valid toward previous purchases. Other restrictions may apply.