©2019 Ascend Wellness Holdings

Terms of Use

Last Updated: April 22, 2019

By using the website located at www.awholdings.com (the “Site”) or any services provided in connection with the Site (the “Service”), you agree to abide by these Terms of Use, as they may be amended by Ascend Wellness Holdings LLC (the “Company”) from time to time in its sole and absolute discretion. The Company may modify these Terms of Use from time to time in its sole and absolute discretion and without the duty to notify you of such modification. It is your responsibility to review these Terms of Use periodically, and if at any time you find these Terms of Use unacceptable, you must immediately leave the Site and cease all use of the Service and the Site.

THIS IS A LEGALLY BINDING AGREEMENT.  

THESE TERMS OF USE INCLUDE: (1) AN ARBITRATION PROVISION WHICH WAIVES YOUR RIGHT TO A JURY TRIAL; (2) A WAIVER OF RIGHTS TO BRING A CLASS ACTION AGAINST THE COMPANY; AND (3) A RELEASE BY YOU OF CLAIMS FOR DAMAGE AGAINST US THAT MAY ARISE OUT OF YOUR USE OF THE SITE OR SERIVCE.

YOU AGREE THAT BY ACCESSING THE SITE OR USING THE SERVICE YOU REPRESENT THAT YOU ARE AT LEAST 21 YEARS OLD AND THAT YOU ARE LEGALLY ABLE TO ENTER INTO THIS AGREEMENT.

Compliance with Law

You agree to obey all applicable laws and to respect the intellectual property rights of others when accessing the Site or the Services, including laws regarding copyright ownership and use of intellectual property.

User Name and Password

When you are required to open an account to use or access the Site or Service, you must complete the registration process by providing the complete and accurate information requested on the registration form. You may also be asked to provide a user name and password.

You are entirely responsible for maintaining the confidentiality of your password. You may not use the account, username, or password of someone else at any time. You agree to notify the Company immediately of any unauthorized use of your account, user name, or password.

The Company shall not be liable for any loss that you incur as a result of someone else using your password, either with or without your knowledge. You may be held liable for any losses incurred by the Company, its affiliates, officers, directors, employees, consultants, agents, and representatives due to someone else’s use of your account or password.

Privacy Policy

The Company respects your privacy and permits you to control the treatment of your personal information. A complete statement of the Company’s current privacy policy is available here. (“Privacy Policy”).  The Company’s privacy policy is expressly incorporated into this Agreement by this reference.

Your Content; License Grant

Any information or materials you post to the Site or Service will be considered your “Your Content”. By posting, downloading, displaying, performing, transmitting, or otherwise distributing Your Content to the Site or Service, you shall grant and hereby grant the Company, its affiliates, subsidiaries, parents, officers, directors, employees, consultants, agents, and representatives a nonexclusive, perpetual, irrevocable, royalty-free, worldwide, transferable, sublicenseable license to access, use, reproduce, transmit, display, publish, distribute, modify, adapt and create derivative work from any Your Content in connection with the operation of the Site, its affiliates, subsidiaries, parents, officers, directors, employees, consultants, agents, and representatives, including without limitation, a right to copy, distribute, transmit, publicly display, publicly perform, reproduce, edit, translate, and reformat Your Content, without compensation.

You agree that the Company may publish or otherwise disclose your name in connection with Your Content in its sole and absolute discretion. By posting Your Content on the Site or Service, you represent and warrant that you (i) own all rights to Your Content or are otherwise authorized to post, distribute, display, perform, transmit, or otherwise distribute Your Content, (ii) that the Your Content is accurate; and (3) that use of Your Content does not violate these Terms of Use or our Privacy Policy and (4) will not cause injury to any person or entity.

You shall be solely responsible for and indemnify the Company against and damages resulting from, any violations of any relevant laws and for any infringements of third party rights caused by Your Content, including any content that is provided or transmitted using your login information. The burden of proving that Your Content does not violate any laws or third party rights rests solely with you.

THE COMPANY RESERVES THE RIGHT TO REMOVE ANY OF YOUR CONTENT THAT IT DETERMINES IN ITS SOLE DISCRETION VIOLATES ANY LAW OR RIGHT OF ANY PERSON, INFRINGES THE RIGHTS OF ANY PERSON, OR IS OTHERWISE INAPPROPRIATE FOR POSTING ON THE SITE.

Notice of Copyright Infringement; Digital Millennium Copyright Act

Anyone who believes that his or her work has been reproduced on the Site or Services in a manner which constitutes copyright infringement may submit a notification to the Company’s copyright agent in accordance with the Digital Millennium Copyright Act (the “DMCA“), by providing the following information in writing: (1) identification of the copyrighted work that is claimed to be infringed; (2) identification of the allegedly infringing material that is requested to be removed, including a description of where it is located on the Site or Services; (3) information for the Company’s copyright agent to contact you, such as an address, telephone number, and e-mail address; (4) a statement that you have a good faith belief that the identified, allegedly infringing use is not authorized by the copyright owners, its agent or the law; (5) a statement that the information above is accurate, and under penalty of perjury, that you are the copyright owner or the authorized person to act on behalf of the copyright owner; and (6) a physical or electronic signature of a person authorized to act on behalf of the owner of the copyright or of an exclusive right that is allegedly infringed. If you are asserting infringement of an intellectual property right other than copyright, please specify the intellectual property right at issue (for example, trademark) by notating this in your written notice. You acknowledge that if you fail to comply with all of the requirements for a notice of infringement as specified above, your DMCA notice may not be valid. Further information on the DMCA can be found in 17 U.S.C. 512 or on the United States Copyright Office website at http://www.copyright.gov/legislation/dmca.pdf.

The Company’s policy is to investigate any allegations of copyright infringement brought to its attention. It is also the Company’s policy, in appropriate circumstances and in its sole discretion, to disable or terminate the accounts of users who submit false or frivolous DMCA claims. Notices of claims should be sent to:

Ascend Wellness Holdings LLC.
Attn: Website Administrator
500 Totten Pond Road, Waltham, MA 02451

Email: info@awholdings.com with subject line “DMCA Claim”

Use of Site and Services; Terminations

The Company reserves the right to terminate your use of the Service and/or the Site in its sole discretion. You agree that the Company or its representatives may access your account and records on a case-by-case basis to investigate complaints or allegations of abuse, infringement of third party rights, or other unauthorized uses of the Site or the Service. The Company reserves the right to terminate your account or your access to the Site immediately, with or without notice to you, and without liability to you, if the Company believes that you have violated any of the Terms of Use, provided Your Content that violates applicable law or infringes on the intellectual property rights of others, furnished by the Company with false or misleading information, or interfered with use of the Site or the Service by others.

Warranties Disclaimer

THE COMPANY IS MAKING THE SITE AVAILABLE “AS IS” WITHOUT WARRANTY OF ANY KIND. THE COMPANY MAKES NO WARRANTIES WITH RESPECT TO THE SITE OR SERVICE. TO THE MAXIMUM EXTENT

 

PERMITTED BY LAW, THE COMPANY EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE SITE AND SERVICE, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT. THE COMPANY DOES NOT WARRANT THAT THE SITE OR THE SERVICE WILL MEET YOUR REQUIREMENTS OR THAT THE OPERATION OF THE SITE OR THE SERVICE WILL BE UNINTERRUPTED, VIRUS-FREE OR ERROR-FREE. YOU ASSUME THE RISK OF ANY AND ALL DAMAGE OR LOSS FROM USE OF, OR INABILITY TO USE, THE SITE OR THE SERVICE.

Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL THE COMPANY BE LIABLE TO YOU OR ANY THIRD PARTY FOR LOSS OF PROFITS, REVENUE OR INCOME, OR FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR OTHER DAMAGES ARISING FROM OR RELATED TO THESE TERMS OF USE OR THE USE OR INABILITY TO USE THE SITE OR THE SERVICES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

IN NO EVENT SHALL THE COMPANY’S TOTAL AGGREGATE LIABILITY UNDER THESE TERMS OF USE REGARDING USE OR INABILITY TO USE THE SITE OR THE SERVICES, WHETHER BASED ON BREACH OF WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EXCEED ONE HUNDRED FIFTY DOLLARS ($150.00).

BY ACCESSING THE SITE OR THE SERVICES, YOU UNDERSTAND THAT YOU MAY BE WAIVING RIGHTS WITH RESPECT TO CLAIMS THAT ARE AT THIS TIME UNKNOWN OR UNSUSPECTED.

To the maximum extent permitted by law, in no event shall the Company be liable for damages of any kind (including, but not limited to, special, incidental, or consequential damages, lost profits, or lost data, regardless of the foreseeability of those damages) arising out of or in connection with your use of the site or any other materials or services provided to you by the company. This limitation shall apply regardless of whether the damages arise out of breach of contract, tort, or any other legal theory or form of action.

Affiliated Sites

The Company has no control over, and no liability for any third party websites or materials. The Company works with a number of partners and affiliates whose sites may be linked with the Site. Because neither the Company nor the Site has control over the content and performance of these partner and affiliate sites, the Company makes no guarantees about the accuracy, currency, content, or quality of the information provided by such sites, and the Company assumes no responsibility for unintended, objectionable, inaccurate, misleading, or unlawful content that may reside on those sites. Similarly, from time to time in connection with your use of the Site, you may have access to content items (including, but not limited to, websites) that are owned by third parties. You acknowledge and agree that the Company makes no guarantees about, and assumes no responsibility for, the accuracy, currency, content, or quality of this third party content, and that, unless expressly provided otherwise, these Terms of Use shall govern your use of any and all third party content.

Use Restrictions

You agree that you will not violate or attempt to violate any security features of the Site or Service. You agree that you will not engage in any of the following: (a) accessing content or data not intended for you, or logging onto a server or account that you are not authorized to access; (b) attempting to probe, scan, or test the vulnerability of the Service, the Site, or any associated system or network, or to breach security or authentication measures without proper authorization; (c) interfering or attempting to interfere with service to any user, host, or network, including, without limitation, by means of submitting a virus to the Site or Service, overloading, “flooding,” “spamming,” “mail bombing,” or “crashing;” (d) using the Site or Service to send unsolicited e-mail, including, without limitation, promotions, or advertisements for products or services; (e) forging any TCP/IP packet header or any part of the header information in any e-mail or in any posting using the Service; or (f) attempting to modify, reverse-engineer, decompile, disassemble, or otherwise reduce or attempt to reduce to a human-perceivable form any of the source code used by Company in providing the Site or Service. Any violation of system or network security may subject you to civil and/or criminal liability.

Indemnity

By agreeing to these Terms of Use and using the Site or Service, you agree to indemnify, defend, and hold harmless the Company, its affiliates, officers, directors, employees, consultants, agents, and representatives from any and all third party claims, losses, liability, damages, and/or costs (including reasonable attorney fees and costs) arising from (i) your access to or use of the Site or Service, (ii) your violation of these Terms of Use, (iii) your negligent acts or omissions, gross negligence, willful misconduct or intentional acts and omissions, or (iv) your infringement, or infringement by any other user of your account, of any intellectual property or other right of any person or entity. The Company will notify you promptly of any such claim, loss, liability, or demand; provided, that the Company’s failure to notify you shall in no way eliminate or otherwise modify the Company’s rights to indemnification hereunder.

Ownership of Company Intellectual Property
The Site and Services, and their content, including its “look and feel” (e.g., text, graphics, images, logos), proprietary content, information, questions and other materials, are protected under intellectual property, copyright, trademark and other laws. You acknowledge and agree that the Company and/or its licensors, if any, own all right, title and interest in and to the Site and Services (including without limitation any and all patent, copyright, trade secret, trademark, show-how, know-how and any and all other intellectual property rights therein or related thereto), and you agree not to take, or fail to take, any action(s) inconsistent with such ownership interests.

Nothing contained on the Site or in the Service should be understood as granting you a license to use any of the trademarks, service marks, or logos owned by the Company or by any third party.

Severability

If a court of competent jurisdiction finds any term or condition in these Terms of Use to be unenforceable, all other terms and conditions will remain unaffected and in full force and effect. No waiver of any breach of any provision of these Terms of Use shall constitute a waiver of any prior, concurrent, or subsequent breach of the same or any other provisions hereof, and no waiver shall be effective unless made in writing and signed by an authorized representative of the waiving party.

Governing Law; Arbitration

These Terms of Use shall be construed in accordance with and governed by the Commonwealth of Massachusetts, without reference to their rules regarding conflicts of law. Except for disputes brought in small claims court, all disputes between you and the Company arising out of, relating to, or in connection with the Site or Services shall be determined by arbitration in Boston, Massachusetts before one arbitrator. The arbitration shall be administered by JAMS pursuant to its Comprehensive Arbitration Rules and Procedures. Judgment on the award may be entered in any court having jurisdiction. If this arbitration provision is found unenforceable or to not apply for a given dispute, then the proceeding must be brought exclusively in a court of competent jurisdiction in the Boston, Massachusetts. You hereby accept the exclusive jurisdiction of such court for this purpose.

No Class Action

Any dispute resolution proceedings, whether in arbitration or court, will be conducted only on an individual basis and not in a class or representative action or as a named or unnamed member in a class, consolidated, representative or private attorney general legal action.

Your access and continued use of the Site or Service signifies your explicit consent to this waiver.

Modifications

The Company may, in its sole and absolute discretion and without notice, (a) revise these Terms of Use; (b) modify the Site and/or the Service; and (c) discontinue the Site and/or Service at any time or from time to time. The Company shall post any revision to these Terms of Use to the Site, and the revision shall be effective immediately on such posting. You agree to review these Terms of Use and other online policies posted on the Site periodically to be aware of any revisions. You agree that, by continuing to use or access the Site or Service following notice of any revision, you shall abide by any such revision.

Marijuana Illegal Under Federal Law

Marijuana is a Schedule I controlled substance under the United States Controlled Substances Act, 21 USC § 801, et seq., and, therefore, the possession, cultivation and distribution thereof, or conspiring with or assisting others to do the same, is federally illegal and can result in significant criminal and civil penalties.

 

ENGAGING IN ACTIVITIES OR BUSINESS RELATED TO MARIJUANA IS AT YOUR OWN RISK.