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Terms of Use

Effective Date: May 3, 2024

WELCOME

These Terms of Use (“Terms”) have been prepared by Tilray Brands Inc., on behalf of itself and its subsidiaries and related companies (collectively, “Tilray” “we” or “us”). These Terms govern your access and use of Tilray’s websites, which include our: (i) corporate website located at https://tilray.com/, (ii) medical use websites located at https://aphria.ca/ and https://www.brokencoastrx.com/ (“Medical Use Websites”) and (iii) adult/recreational use websites located at https://www.brokencoast.com/, https://solei.ca/en/, https://goodsupplycannabis.com/, and https://whatisriff.ca/en/ (“Recreational Use Websites”). Medical Use Websites and Recreational Use Websites are collectively referred to as the “Websites”.

PLEASE READ THE FOLLOWING TERMS CAREFULLY BEFORE ACCESSING AND USING OUR WEBSITES. By accessing and using the Websites, you agree to be bound by all the Terms set forth herein. A copy of these Terms may be downloaded, saved and printed for your reference.

I. AGE OF MAJORITY

To use our Websites, you must be the age of majority in your jurisdiction of residence.

II. OWNERSHIP / RESTRICTIONS ON USE

The Websites are owned and operated by Tilray Inc. or its affiliates and related companies. Any and all content, data, graphics, photographs, images, audio, video, software, systems, processes, trademarks, trade names and other information including, without limitation, the “look and feel” of the Websites (collectively, the “Content”) are proprietary to Tilray or third-party licensors. The Content is protected by Canadian, United States and international copyright and trademark laws.

Except as set forth herein, you may not modify, copy, reproduce, publish, post, transmit, distribute, display, perform, create derivative works from, transfer or sell any Content, in whole or in part, without the express prior written consent of Tilray Inc. You may download, print and reproduce the Content for your own non-commercial, informational purposes provided you agree to maintain any and all copyright or other proprietary notices contained in such Content, and to cite the URL source of such Content. Reproduction of multiple copies of the Content, in whole or in part, for resale or distribution is strictly prohibited except with the prior written permission of Tilray Inc. To request written consent for such reproduction, please contact us at privacy@tilray.com.

III. ACCOUNT REGISTRATION

To access and use certain portions of our Websites, such as purchasing a product on our Medical Use Websites, you will be required to register for an online account as a patient or caregiver. In consideration for your use of our Medical Use Websites, you agree to provide current, complete and accurate information as requested during account registration, and to update that information as soon as possible after any information changes.

Upon account registration, you will choose a username and password. You alone are responsible for keeping that password and username confidential, and for any and all activity that occurs on the Websites using such password or username. You agree to immediately notify Tilray of any unauthorized use of your password or username or any other breach of security.

IV. TERMS OF PURCHASE FOR OUR WEBSITES

We provide you with access to certain products through our Medical Use Websites. When you make a purchase through these websites, the following terms apply:

    • Payment: Payment for products is accepted by major credit card. If you pay by credit card, you agree that we may charge for the products and other charges payable to Tilray, including applicable taxes, to your credit card. Tilray will not be responsible for any charges incurred as a result of authorizing or charging an amount that causes your account to exceed your credit limit. Once payment has been made, an email summarizing the order and acknowledging receipt will be sent immediately to the email address associated with your account.

 

    • Availability of Products: Products offered for sale through our medical use Websites will be available for purchase unless otherwise noted or, in rare cases, if we notify you place an order. If a product becomes unavailable after making a purchase, and if your credit card was authorized, a reverse authorization will be placed on your credit card. Alternatively, in the event a charge was posted to your credit card, the full amount will be reimbursed to the credit card you used as payment. Please allow up to three (3) to six (6) business days for this transaction to post to your credit card and one (1) to two (2) billing cycles for it to be reflected on your statement.

 

    • Prices: The prices for products on Tilray’s Medical Use Websites are quoted in Canadian dollars. The prices displayed do not include applicable taxes. Prices listed on the Medical Use Websites are for informational purposes only and may be changed by Tilray in its sole discretion without notice.

 

    • Errors: While our goal is an error-free site, we do not guarantee that any Content is 100% accurate or complete, including price information for products. If we discover price errors, they will be corrected on our systems, and the corrected price will apply to your purchase. Tilray reserves the right to cancel, terminate or not to process orders (including accepted orders), where the price or other material Content on the Medical Use Websites is incorrect or inaccurate (including after a purchase has been made).

V. USER-GENERATED CONTENT

Our Websites may permit the submission of content, such as photographs, comments, and reviews generated by you (“User Content”).

You are solely responsible for your own User Content and the consequences of posting or publishing it. Any User Content or other material, information, feedback, suggestions or other ideas that you submit to or post or publish on the Websites is non-confidential and non-proprietary and we may adopt, adapt or otherwise use any User Content (in whole or in part) without any compensation or notice to you.

By submitting User Content, you represent and warrant to Tilray that: (i) your User Content does not violate any copyright, trademark, trade secret, patent or other intellectual property right, any right of privacy or publicity of any third party or any applicable law, rule or regulation, (ii) you own or have the legal right to use and authorize Tilray to use and reproduce your User Content as contemplated in these Terms, including written consent to use of any product or the name, voice, likeness or any other applicable personal rights of each identifiable person featured or referenced in your User Content and (iii) your User Content does not violate the User Code of Conduct set forth below.

As between you and Tilray, you will retain all of your ownership rights in and to your User Content. By submitting User Content to our Websites, you hereby grant to Tilray a perpetual, worldwide, non-exclusive, irrevocable, royalty-free, sublicensable (through multiple tiers) and transferable right and license to use, reproduce, distribute, edit, modify, translate, reformat, prepare derivative works based upon, display publicly, perform publicly and otherwise exploit (including but not limited to over the Internet, broadcast television or any other uses or media) your User Content, in whole or in part, including future rights that Tilray (or its successor) may otherwise become entitled to that do not yet exist, as well as new uses, media, means and forms of exploitation throughout the universe exploiting current or future technology yet to be developed to the maximum extent permitted by applicable law. You also waive your moral rights to the User Content, and hereby grant each user of the Websites a non-exclusive license to access your User Content through the Websites.

Tilray does not endorse any User Content or any opinion, recommendation, or advice expressed therein. Tilray reserves the right but is not obligated to monitor User Content or other content sent to or through the Websites. Tilray has the right to refuse, remove or delete any User Content and/or to terminate any user’s account and access to the Websites if Tilray determines, in its sole and absolute discretion, that such User Content or user violates or has violated these Terms. Tilray takes no responsibility for and expressly disclaims any and all liability in connection with any User Content.

VI. SOCIAL MEDIA

Tilray recognizes the value and power of social media channels for communication with patients, health care professionals, and the community. Social media channels include, but are not limited to, posts on social networking or affinity sites (such as Facebook, Instagram, Google+, LinkedIn, and Tumblr); blogs and other on-line journals and diaries; bulletin boards and chat rooms; microblogging, such as Twitter; posts of video or audio on media-sharing sites, such as YouTube or Flickr, and other online forums, message boards, discussion groups, blogs and wikis (“Social Media”).

Tilray is active on Social Media and recognizes that these are public forums and it cannot protect information posted by users to its Social Media pages, including personal information. Tilray welcomes open discussion, but we request that users remain respectful and constructive in their comments and posts (“Social Media Content”). This relates not only to Social Media Content directed to Tilray, but to other users on our Social Media pages as well.

In addition to these Terms, which include the User Code of Conduct set forth below, Tilray requires users to comply with guidelines currently in place on Social Media channels that are being used to communicate Social Media Content.

Tilray reserves the right but is not obligated to monitor Social Media Content posted on its Social Media pages. Tilray has the right to refuse, remove or delete any Social Media Content if Tilray determines, in its sole and absolute discretion, that such Social Media Content violates or has violated these Terms or those of the Social Media channel. Tilray takes no responsibility for and expressly disclaims any and all liability in connection with Social Media Content posted on its Social Media pages.

Content in Canadian communications may relate to cannabis produced in accordance with Health Canada Licences by Aphria Inc.

VII. USER CODE OF CONDUCT

By submitting User Content, posting Social Media Content on our Social Media pages, and as a condition of your continued access to and use of our Websites, you agree to abide by all applicable federal, provincial, territorial, local and other laws and regulations and the “Code of Conduct” set forth below. Specifically, in addition, without limiting the foregoing, you agree not to:

1) submit any User Content or post any Social Media Content that is violates third-party intellectual property or proprietary rights (including any privacy and publicity rights);

2) upload, post, comment, e-mail or otherwise transmit any statements, material, Social Media Content or User Content that:

a) constitutes unsolicited or unauthorized advertising, promotional materials, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” or any other form of solicitation or commercial electronic message;

b) is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of another’s privacy, hateful, racially, ethnically or otherwise objectionable;

c) contains any form of destructive software such as a virus, worm, Trojan horse, time bomb, cancelbot, or any other harmful components or any other computer file, program or code, designed to interrupt, destroy or limit the functionality of any computer software, hardware or telecommunications equipment; or

d) otherwise encourages criminal conduct or that would give rise to civil liability or otherwise violate any law or regulation in any jurisdiction;

3) harvest or otherwise collect, use or store any information (including personal information) about other users of the Websites or Social Media pages, including e-mail addresses, or use any User Content or Social Media Content without the express consent of such users;

4) for the purpose of misleading others, create a false identity of the sender or the origin of a message, forge headers or otherwise manipulate identifiers in order to disguise the origin of any material transmitted through the Websites or posted on our Social Media pages;

5) attempt to gain unauthorized access to the Websites, other computer systems or networks connected to the Websites, through password mining or any other means;

6) interfere with or disrupt networks or servers connected to the Websites or violate the regulations, policies or procedures of such networks; or

7) use, download or otherwise copy, or provide to any person or entity any Website user directory or other user or usage information or any portion thereof other than in the context of your use of the Websites.

Tilray retains the right, at its sole discretion, to deny access and use of the Websites to anyone, at any time and for any reason, including, but not limited to, for violation of these Terms. You will cease and desist from using the Websites immediately upon request by Tilray to do so.

VIII. LINKS TO THIRD-PARTY SITES

Our Websites might offer you links to other sites on the Internet such as applicable provincial cannabis stores that are owned and operated by third parties and that are not affiliated with Tilray. Please understand that Tilray has no control over the content of such websites. Consequently, Tilray cannot be held liable and makes no warranty or representation whatsoever as to the accuracy, timeliness and/or completeness of the information contained on such websites.

The links which we might place on our Websites do not imply that we sponsor, endorse or are affiliated or associated with, or have been legally authorized to use any trade-mark, trade name, service mark, design, logo, symbol or other copyrighted materials displayed on or accessible through such sites.

IX. DISCLAIMER / LIMITATION OF LIABILITY

THE LAWS OF CERTAIN JURISDICTIONS, INCLUDING THE PROVINCE OF QUEBEC, DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LEGAL WARRANTIES, CONDITIONS OR REPRESENTATIONS, OR THE LIMITATION OF LIABILITY OR CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE BELOW EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU AND YOU MAY HAVE ADDITIONAL RIGHTS.

ACCORDINGLY, THE WEBSITES, INCLUDING THE CONTENT, ARE BEING PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS AND WITHOUT ANY WARRANTIES OR CONDITIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED. TILRAY DISCLAIMS ALL WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. TILRAY DOES NOT WARRANT THAT THE FUNCTIONS ON THE WEBSITES WILL BE UNINTERRUPTED, ERROR-FREE OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

IN NO EVENT SHALL TILRAY, ITS AFFILIATES, MEMBERS, OFFICERS, EMPLOYEES, AGENTS AND LICENSORS BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES THAT RESULT FROM OR IN CONNECTION WITH THE USE OF, OR THE INABILITY TO USE, THE WEBSITES OR ANY CONTENT, EVEN IF TILRAY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. WE DO NOT WARRANT THE ACCURACY, COMPLETENESS, RELIABILITY OR CURRENCY OF ANY CONTENT, INCLUDING USER CONTENT.

X. INDEMNITY

You agree to indemnify and hold harmless Tilray, its affiliates and their respective officers, directors, employees, agents, and licensors from and against any and all losses, expenses, damages, claims, fines, penalties, costs and liabilities (including reasonable legal and accounting fees), resulting from (1) your (or anyone acting under your password or username) use of the Websites, (2) any alleged violation by you of these Terms or (3) any actual or alleged infringement of third-party intellectual property or other proprietary rights in connection with the User Content or Social Media Content.

XI. PRIVACY

Please review our current Privacy Policy for information about the manner in which we collect, use, disclose or otherwise manage personal information.

XII. CHANGES AND TERMINATION

EXCEPT WHERE PROHIBITED BY APPLICABLE LAW (WHICH MAY INCLUDE THE PROVINCE OF QUEBEC), Tilray reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Websites (or any part thereof) with or without notice. Further, Tilray reserves the right to change these Terms at any time and to notify you by posting an updated version of the Terms on its Websites. You are responsible for regularly reviewing the Terms, including, without limitation, by checking the date of “Last Updated” at the top of this document. Continued use of the Websites after any such changes shall constitute your consent to be bound by such changes, with continued provision of the use of the Websites constituting consideration from Tilray to you for so being bound. Your only right with respect to any dissatisfaction with (1) these Terms (2) any policy or practice of ours in operating the Websites or (3) any Content available through the Websites, is to stop purchasing our products or visiting and using the Websites.

XIII. TRADEMARKS

“Tilray” is a trademark of Tilray Inc. Other marks, graphics, typefaces, trademarks and logos appearing on the Websites are trademarks or trade dress of Tilray. All other trademarks appearing on the Websites are property of their respective owners. Our trademarks and trade dress may not be used in any manner for any purpose without our express prior written consent.

XIV. APPLICABLE LAWS

EXCEPT AS OTHERWISE PROVIDED HEREIN AND SUBJECT TO APPLICABLE LAW (WHICH MAY INCLUDE THE PROVINCE OF QUEBEC), these Terms shall be governed by and construed in accordance with the laws of the State of Delaware and any dispute is to be submitted to a court of competent jurisdiction in the judicial district of Delaware.

If any provision of the present Terms shall be unlawful, void, or for any reason unenforceable, then such provision shall be severable from these Terms and shall not affect the validity and enforceability of any remaining provisions. A printed copy of these Terms and of any notice in electronic form shall be admissible in any judicial or administrative proceedings to the same extent and under the same conditions as other business documents and records originally generated and maintained in printed form.

XV. NOTICE

Notices to you may be made via e-mail or regular mail, or in cases of changes to these Terms, by posting notices or links to such notices on the Websites themselves.

XVI. ENTIRE AGREEMENT

These Terms, along with our Privacy Policy, any other legal notices or statements posted on the Websites, constitute the entire agreement between you and Tilray and supersede any prior understandings or agreements (whether electronic, oral or written) regarding the subject matter, and may not be amended or modified except by Tilray as set forth above.

XVII. CONTACT

If you have any questions or comments regarding these Terms, please contact us at privacy@tilray.com.