Version 1.0 – Revised: 2019-10-09

1. Overview

1.1 The websites, social media websites, software, applications and/or plug-ins and associated services including the domains www.rxleaf.com, www.rc.rxleaf.com, and any other webpages, subdomains, variants that link or refer to this Privacy Policy (collectively, the “Website”) are owned and operated by RxLeaf Incorporated (“RxLeaf”). These terms of use (“Terms”) govern your access to and use of the Website.

1.2 The Website is a platform for educating physicians, patients and others about the therapeutic value of medical cannabis. Visitors to the Website (“Users”) can obtain and share information, and purchase items related to medical cannabis (collectively, the “Services”). Information provided by RxLeaf may include photographs, images, vectors, moving images, animations, films, videos, visual works or other content together with any associated keywords, metadata and/or titles (“RxLeaf Media”). Users may also create User Accounts, and submit User photographs, images, vectors, moving images, animations, films, videos, visual works or other content together with any associated keywords, metadata and/or titles (“User Content”).

1.3 Please read these terms of use carefully. By accessing the Website, you agree to and are bound by the Terms and any modified or additional terms that RxLeaf may publish from time to time. If you are using the Website on behalf of an organization, you agree to these Terms on behalf of that organization and affirm that you have the authority to bind that organization with respect to these Terms. In that case, references to “you”, “your” and “User” will refer to that organization. If you do not agree to all of the Terms, do not access or use this Website.

1.4 RxLeaf may modify, replace, or discontinue the Website or any part thereof at any time, for any reason, with or without notice to you, in RxLeaf’s sole discretion. This includes RxLeaf modifying, adding to, stopping, or otherwise altering or substituting features, functions or services provided on the Website with equivalent or otherwise comparable features, functions or services.

1.5 RxLeaf may change these Terms from time to time at RxLeaf’s sole discretion, with or without notice to you. Your continued access to or use of the Website constitutes your acceptance of such changes. Your access to and use of the Website will be subject to the current version of the Terms posted on the Website at the time of such use. Breach of any of these terms will entitle RxLeaf to revoke your permission to access or use the Website.

1.6 These Terms are effective upon your Acceptance as set forth under Section 1.3 above and continue in effect until terminated.

2. Termination by RxLeaf; Termination by You

2.1 RxLeaf reserves the right to determine whether use of the Website violates these Terms for any reason.

2.2 RxLeaf may block, restrict, disable, suspend or terminate your access to all or part of the Website at any time in RxLeaf’s discretion, without prior notice or liability to you for

(a) your violation or breach of these Terms;

(b) your use of the Website restricts or inhibits any other person or entity from using or enjoying the Website;

(b) your misuse or abuse of the Services; or

(c) if allowing you to access and use the Services would violate any applicable local, state, provincial, national and other laws, rules and regulations or would expose RxLeaf to legal liability.

2.3 You agree that RxLeaf shall not be liable to you or any third party for any such termination of your ability to use or otherwise access the Services.

2.4 You may terminate your agreement with these Terms at any time by instructing RxLeaf in writing to disable any password assigned to you for the Website and by discontinuing all use of the Website.

3. User Accounts

3.1 On the Website, you may be able to become a Registered User and create a User Account. A User Account is stored information that we keep on individual Users that details their viewing preferences, activities, and interactions. You can browse the Services without creating a User Account.

3.2 Our websites may include features, such as message boards or comment sections, that allow you to freely submit your personal information that can be viewed by others.  We and others can store, display, reproduce, publish, distribute, or otherwise use such information in any format, and there is no guarantee that we will attribute the content to you.  Keep in mind that if you post information on our websites, others can access and share that information with third-parties as well.

3.3 Your copyrights in all User Content you submit continues to belong to you. Nothing in this Agreement shall be taken to transfer any copyrights to RxLeaf. Should any derivative or new works be created based on or incorporating the User Content, all rights in the User Content shall continue to be owned by the Contributors, subject to 3.2 above.

3.4 You may remove User Content from the Website at any time. You may also terminate your User Account at any time. Upon termination of your User Account, RxLeaf shall remove from its systems any User Content associated with the User Account. If you choose to remove your User Content, the licence granted above will automatically expire; Please note, however, that there might be latency in deleting information from our servers and backed-up versions might exist for a period after deletion.

4. Releases for Models and Property

4.1 By submitting User Content to RxLeaf, you agree to obtain valid, accurate, and legally binding Releases for all User Content you submit to RxLeaf that contains an identifiable face, an identifiable person, other identifiable attribute, or property. RxLeaf reserves the right to reject User Content containing an image or images of an identifiable person or property if a valid Release is not obtained or provided to RxLeaf upon request.

4.2 You will not submit User Content that contains third party copyrighted materials, including but not limited to artwork, music, architecture or photographs, or that displays trademarks, without also submitting the appropriate Release from the copyright and/or trademark owner. You must have permission to incorporate any material owned or controlled by a party other than you into any User Content submitted by you to RxLeaf.

4.3 You agree to be solely responsible for keeping complete and accurate records related to Releases including all original Releases, where applicable.

4.4 The provision of falsified, inaccurate or otherwise defective Releases or any failure to obtain any necessary Release constitutes a material breach of this Agreement and may result in the immediate termination this Agreement.

4.5 RxLeaf reserves the right to request additional information regarding the User Content including but not limited to information related to the date, time and location of the creation of the User Content, equipment used to create the User Content, or persons appearing or involved in the creation of the User Content.

5. Warranties regarding User Content

You warrant that:

5.1 The User Content does not infringe upon any third party copyright, trademark, moral right, intellectual property rights, or other rights of any kind.

5.2 Any grant of a Licence by RxLeaf shall not infringe the rights of any third party including, but not limited to infringement of copyright, trademarks, moral rights, privacy rights, image rights, rights of publicity, and defamation.

5.3 You hold all permissions needed for personal and commercial use by third parties of the User Content including, but not limited to Releases from any person, subject or owners of property depicted in the User Content, and/or persons on whose behalf the User Content may have been created.

5.4 The User Content was not created in violation of any law or in a location where the creation of images, video, or other media for commercial gain is forbidden.

6. E-Commerce

6.1 All Products available for purchase on or through the Website and all transactions conducted in conjunction therewith are subject to and governed by these Terms. By making a purchase through the Website, you agree to these Terms.

6.2 RxLeaf will generally ship any purchased Products within a time period specified on the Product Listing, which will generally be two (2) to seven (7) business days of your order date. RxLeaf will promptly notify you of any shipping delay. If RxLeaf is unable to ship your order within a reasonable time after the specified shipping date, your order will be cancelled and you will either not be charged or be provided with a full refund (as applicable).

6.3 RxLeaf reserves the right to cancel any transaction if we believe the transaction violates these Terms, or if we believe doing so may prevent financial loss and will issue a refund (as applicable) and notify you of the reasons.

6.4 When you make a purchase using the Website, you agree to pay for all Products that you purchase. Payment is made via credit card, PayPal or other payment platform at RxLeaf’s sole discretion.

6.5 The details of your purchase, including the total price, will be provided to you during the checkout process. You are responsible for the full amount of the total price, which may include taxes, fees, and shipping and handling costs. You agree that prices for Products may change at any time and that RxLeaf does not offer any price protection.

6.6 Payment for Products purchased through the Website are completed via third party payment processors. RxLeaf does not collect, use or store payment information or other related transaction information. To complete your purchase, you will be redirected to the third party payment processor.

6.7 When you provide a payment method to us, you confirm that you are permitted to use that payment method. When you purchase via the Website, you authorize the designated payment processor to charge your payment method the full amount of the total price for your purchase, including all applicable taxes, fees, and shipping and handling charges.

6.8 In order to prevent financial loss to you or to us, we may place a delay on a payment for a period of time, or limit payment methods for a transaction, or limit your ability to make a purchase, or deactivate your User Account. We may also contact the payment method issuer, law enforcement, or affected third parties (including other Users) and share details of payments and/or transactions, if we believe doing so may prevent financial loss or a violation of any applicable law.

7. Refund Policy

7.1 Whether a Purchase is refundable will be set out in the Product Listing. Users are responsible for reviewing the Product Listing for each Product. If an error or incorrect payment has occurred please contact askme@rxleaf.com and we will refund as appropriate. Administration fees will not be refunded.

7.2 Certain Products may be marked as FINAL SALE. Sales of these Products are final. No refunds will be provided and these products cannot be returned (except as expressly permitted under applicable law).

8. Warranties & Disclaimers

8.1 RxLeaf provides the Website and Products available for sale through the Website on an “as is” and “as provided” basis. All warranties, including but not limited to any implied warranties of merchantability, fitness for a particular purpose or non-infringement of rights of others, are expressly excluded and denied.

8.2 RxLeaf may provide search functions on the Website to enable access to and searches for specific RxLeaf Content or Products. RxLeaf disclaims any responsibility for the content or accuracy of any searches and search results.

8.3 No warranty not otherwise expressly contained or set forth in these Terms shall be inferred, expressed, contained or created by any information or advice from RxLeaf, whether written or oral.

8.4 RxLeaf assumes no responsibility for the timeliness, deletion, failure to store or back-up, or mis-delivery of any communication by any party, or for any personal settings.

8.5 RxLeaf takes no responsibility and assumes no liability for any damages, losses, injury or harm caused to you or any other person as a result of your use of the Website, including without limitation any damages, losses, injury or harm that may be caused by any other person through the intermediary of the Website, any damages, losses, injury or harm that may result from any breach of security relating to personal or other information, any damages, losses, injury or harm that may result from any computer virus or other technical matter that arises through your use of or access to the Website.

9. Intellectual Property

9.1 All content on the Website, including but not limited to the RxLeaf Media as well as the selection and arrangement of the Website (collectively, the “RxLeaf Content”), are protected by copyright, trademark, and other intellectual property laws. The RxLeaf Content and all intellectual property rights in or related to the Website are the property of RxLeaf.

9.2 RxLeaf’s Intellectual Property (IP) refers to all of RxLeaf’s trade names, domain names and trademarks which include RXLEAF, copyright in the Website, the look and feel of the Website including page headers, custom graphics, button icons, and scripts, and any release, agreement, or guideline published on the Website. You agree not to challenge the validity or use of RxLeaf’s IP.

9.3 All other trademarks, product names, company names or logos used or appearing on the Website and all User Content appearing on the Website are the property of their respective owners. Reference to any products, services, processes or other information, by trade name, trademark, manufacturer, supplier, or otherwise does not constitute or imply endorsement, sponsorship or recommendation thereof by RxLeaf, unless expressly stated.

9.4 You acknowledge that these Terms do not grant you any rights of ownership or any permission to use RxLeaf’s IP without the prior written consent of RxLeaf. Any unauthorized use of any RxLeaf IP or the Website violates these Terms.

9.5 You agree not to copy, republish, frame, link to, download, transmit, modify, adapt, create derivative or new works based on, rent, lease, loan, sell, assign, distribute, display, perform, license, sublicense or reverse engineer the Website or any RxLeaf Content. In addition, you agree not to use any data mining, robots or similar data and/or image gathering and extraction methods in connection with the Website, User Content, or RxLeaf Content.

9.6 You agree that you will not use any of RxLeaf’s IP, or any trademarks, trade names or domain names confusingly similar to RxLeaf’s IP, to advertise or promote any products or services or as part of any trademark, trade name, social media handle, meta tag, keyword, or business name, without the prior written consent of RxLeaf.

9.7 You agree that you will not use RxLeaf’s IP in a manner which would be likely to depreciate the goodwill RxLeaf holds in its IP, or which would be unlawful, including, but not limited to, use in pornographic or defamatory materials, or use in unsolicited electronic communications.

9.8 RxLeaf remains the sole owner of all right, title, and interest in the RxLeaf IP and reserves all rights not expressly granted under these Terms.

10. User Permissions and Obligations

10.1 Subject to your compliance with these Terms, with any other agreement you may have with RxLeaf, and with any applicable laws, you may access and use the Website.

10.2 You agree not to register more than one user account per person.

10.3 You agree not to copy, republish, frame, link to, download, transmit, modify, adapt, create derivative or new works based on, rent, lease, loan, sell, assign, distribute, display, perform, license, sublicense or reverse engineer the Website or any RxLeaf Content. In addition, you agree not to use any data mining, robots or similar data and/or image gathering and extraction methods in connection with the Website, User Content, or RxLeaf Content.

10.4 You may not remove any watermarks or copyright notices contained in the RxLeaf Content.

10.5 You agree that you shall not use the Website to engage in any conduct that shall constitute a violation of any law or that infringes the rights of RxLeaf or any third party.

10.6 You agree that you shall not engage in harassment, personal attacks, or abuse toward individuals or organizations.

10.7 You agree that you shall not use language that is discriminatory, hateful, or violent towards identifiable groups or that incites others to discriminate, practice hate or violence.

10.8 You agree that you shall not use the Website to seek to gain access to any portions of the Website you are not authorized to access, nor to impersonate or falsely state or otherwise misrepresent your affiliation with any person or entity including but not limited to RxLeaf. You shall not manipulate identifiers in order to create the impression that another person submitted User Content nor shall you use the Website to either directly or indirectly interfere with, disrupt or damage the Website, the server(s) on which it is hosted, the networks connected to it or any other User’s access to the Website.

10.9 You shall not collect, post or store personally identifying information about other Users of the Website for any purposes unrelated to the Website or that are illegal or unlawful.

11. User Information

11.1 RxLeaf (or third parties acting on its behalf) may collect information related to your use of the Website. Third party platforms through which you access the Website may collect information related to your use of such third party platforms and make such information available to RxLeaf subject to your agreement with the applicable third party platform. RxLeaf’s collection and use of all such information shall at all times conform to these Terms, the RxLeaf Privacy Policy, and applicable law.

11.2 By connecting to RxLeaf through a third party platform or service, you give RxLeaf permission to access and use your information from that service as permitted by that service.

11.3 RxLeaf will use and protect your personal information, such as your name and address, in accordance with the RxLeaf Privacy Policy, the contents of which are incorporated by reference into these Terms.

12. Infringement claims

12.1 If you believe that RxLeaf Content or User Content made available by RxLeaf infringes upon any copyright that you own or control, you may notify RxLeaf by contacting askme@rxleaf.com.

13. Disclaimer of Third Party Information

13.1 RxLeaf may provide third party content on the Website, whether in the form of links to web pages, advertisements, or other content of third parties (collectively the “Third Party Content”). RxLeaf does not monitor nor have any control over any Third Party Content or third party web sites. Any opinions, advice, statements, services, offers, posts, private messages, or other information or content expressed or made available by third parties are those of the respective author(s) or distributor(s) and not RxLeaf. RxLeaf does not endorse or adopt any Third Party Content, and is not responsible for and does not guarantee the accuracy, completeness or reliability of any Third Party Content. If you access any third party website, service or content from the Website, you do so at your own risk and you agree that RxLeaf will have no liability arising from your use of or access to any third party website, service, or content.

13.2 RxLeaf may display advertisements from third parties on the Website or links to third parties or their products or services. If you choose to access such links or otherwise contact and/or conduct business with any such third party, any such access or business is solely between you and such third party. RxLeaf is not responsible for any aspect of any product, service or information offered by any such third party, nor is RxLeaf responsible or liable for any loss or damage incurred as the result of such dealings or promotions or as a result of such third party advertisements on the Website. If a dispute arises with any such third party, you release RxLeaf from any claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such dispute.

13.3 You understand that RxLeaf does not endorse or warrant any particular content or information available via the Website or guarantee the accuracy, integrity or quality of such content or information available on the Website. Under no circumstances will RxLeaf be liable in any way for your use of the Website, including, but not limited to, any errors or omissions therein, or any loss or damage of any kind incurred as a result of the use of any RxLeaf Content, emailed, transmitted or otherwise made available via the Website. You use the Website at your own risk.

14. Limitation of Liability

14.1 You acknowledge and agree that, to the maximum extent permitted by law, the entire risk arising out of your access to and use of the Website or purchase of products remains with you and you use the website at your own risk. You agree that neither RxLeaf nor any other party involved in creating, producing, or delivering the website will be liable for any incidental, special, exemplary, punitive or consequential damages, including but not limited to loss of intellectual property rights, lost profits, loss of data or loss of goodwill, service interruption, computer damage or system failure or the cost of substitute products or services, arising out of or related to these terms or from the website, or from the use of or inability to use the Website, or from any communications, interactions or meetings with other users of the Website or other persons with whom you communicate or interact as a result of your use of the Website, whether based on warranty, contract, tort (including negligence), product liability or any other legal theory, and whether or not RxLeaf has been informed of the possibility of such damage.

14.2 In no event will our aggregate liability, or that of our officers, directors, employees or agents, arising out of or in connection with these terms or from the website, or from the use of or inability to use the Website, or RxLeaf Content exceed one hundred dollars ($100). The limitations of liability set forth above are fundamental elements of the basis of the bargain between RxLeaf and you. Some jurisdictions do not allow the exclusion of certain warranties or the exclusion or limitation of liability for consequential or incidental damages, so the above disclaimers and limitations may not apply to you.

14.3 The Website is controlled and operated by RxLeaf from its facilities in Canada. RxLeaf makes no representations that the Website is appropriate or available for use in other locations. Those who access or use the Website from other jurisdictions do so of their own volition and are entirely responsible for compliance with all applicable national, state, provincial, local or other laws, statutes, directives, rules, regulations, and all interpretations or orders of any government, administrative or regulatory authority or court, including but not limited to those related to export and import of software, technical information or services.

15. Indemnification

15.1 You agree to indemnify and hold harmless RxLeaf, its Contributors, its parents, subsidiaries, successors, assigns, and all employees and agents from and against any suits, claims, losses, demands, liabilities, damages, costs and expenses (including costs, reasonable lawyers’ fees and reasonable investigative costs) in connection with any suit, demand or action by any third party arising out of or in any way related to (i) your access to or use of the Website or RxLeaf Content including the purchase of any Products, (ii) your breach of any of these Terms.

16. General Terms

16.1 There is no relationship of partnership, joint venture, employment, franchise or agency created hereby between the parties including by the submission of User Content.

16.2 These Terms shall be governed and construed in accordance with the applicable laws of Ontario and Canada. The parties attorn to the jurisdiction of the Courts of Ontario and the Federal Court of Canada in respect of the resolution of any dispute arising hereunder, should it become necessary.

16.3 The parties hereto require and declare that the present Terms be drafted in the English language: par les présentes, les parties ont demande que le present contract soit rédige en anglais.

16.4 Headings in these Terms are for ease of reference only and shall not be taken into account in the construction or interpretation of any provision to which they refer.

16.5 No waiver of any term of these Terms shall be deemed a further or continuing waiver of such term or any other term, and our failure to assert any right or provision under these Terms shall not constitute a waiver of such right or provision. Enforcement of these Terms is solely in our discretion, and failure to enforce these Terms in any instance does not constitute a waiver of our right to enforce it in other instances.

16.6 If any provision of these Terms is held by a court of competent jurisdiction to be illegal, invalid, or unenforceable for any reason, such provision is fully severable and the remaining provisions of these Terms shall remain in full force and effect.

16.7 Any controversy or claim arising out of or relating to this policy will be settled by binding arbitration in accordance with the commercial arbitration rules of the American Arbitration Association (“AAA”). The arbitration must be conducted in Ontario, Canada and judgment on the arbitration award may be entered into any court having jurisdiction thereof. RxLeaf may seek any interim or preliminary relief from a court of competent jurisdiction in Ontario, Canada, as necessary to protect the rights or property of RxLeaf.

BY ACCEPTING THESE TERMS OF USE AND ACCESSING THE WEBSITE, YOU WARRANT THAT YOU ARE AT LEAST 19 YEARS OF AGE OR LEGAL AGE IN THE JURISDICTION IN WHICH YOU RESIDE AND THAT YOU HAVE THE THE FULL RIGHT, POWER AND AUTHORITY TO BE BOUND BY THE TERMS DESCRIBED HEREIN ON YOUR BEHALF, OR ON THE BEHALF OF A COMPANY YOU REPRESENT, AND TO FULLY PERFORM THE OBLIGATIONS UNDER THESE TERMS OF USE.