iAnthus Website Terms of Service

Effective Date: September 7, 2016

Agreement between user and http://ianthuscapital.com

Welcome to our website located at www.ianthuscapital.com (the Site). The Site is provided to you by iAnthus Capital Holdings, Inc. (referred to in these Terms of Service as iAnthus, Company, we, us or our). We prepared these Website Terms of Service (these Terms of Service) to help explain the terms that apply to your use of the Site.

  1. Updates to these Terms of Service. We may modify these Terms of Service from time to time. We will notify you of material changes to these Terms of Service by posting the amended terms on the Site at least ten (10) days before the effective date of the changes. If you do not agree with the proposed changes, you should discontinue your use of the Site prior to the time the new Terms of Service take effect. If you continue using the Site after the new terms take effect, you will be bound by the modified Terms of Service.
  2. Affirmative Representations Regarding Your Use of the Site. When you use the Site, you represent that: (A) your use of the Site and your use of services available on the Site do not violate any applicable law or regulation; and (B) you are of sufficient legal age or otherwise have legal capacity to legally enter into these Terms of Service.
  3. Prohibited Activities. You agree that you in connection with your use of the Site, you will not (A) use the Site for any unauthorized purpose including engaging in unauthorized framing of, or linking to, the Site without our express written consent; (B) transmit chain letters, bulk or junk email or interfere with, disrupt, or create an undue burden on the Site or the networks or services connected to the Site, including without limitation, hacking into the Site, or using the system to send unsolicited or commercial emails, bulletins, comments or other communications; (C) impersonate any other person or entity, provide false or misleading identification, or invade the privacy, or violate the personal or proprietary right, of any person or entity; (D) decompile, disassemble, modify, translate, adapt, reverse engineer, create derivative works from or sublicense the Site, or any portion thereof; or (E) circumvent, disable or otherwise interfere with security related features of the Site or features that prevent or restrict use or copying of any Materials (as defined in Section 4) or enforce limitations on use of the Site or the Materials on the Site.
  4. Our Intellectual Property Rights. All of the content on the Site (Materials) and the trademarks, service marks, and logos contained on the Site, are owned by or licensed to us and are subject to copyright and other intellectual property rights under United States and foreign laws and international conventions. The Site and the Materials are for your information and personal use only and not for commercial exploitation. We reserve all rights in and to the Site and the Materials. If you download or print a copy of the Materials for your own personal use, you must retain all trademark, copyright and other proprietary notices contained in and on the Materials. You further agree not to access the Site by any means other than through the interface that we provide, unless otherwise specifically authorized by us in a separate written agreement.
  5. Our Management of the Site; User Misconduct
    1. Our Right to Manage the Site. We reserve the right, but do not undertake the obligation to: (i) monitor or review the Site for violations of these Terms of Service and for compliance with our policies; (ii) report to law enforcement authorities and/or take legal action against anyone who violates these Terms of Service; and (iii) manage the Site in a manner designed to protect our and third parties rights and property or to facilitate the proper functioning of the Site.
    2. Our Right to Terminate Users. WITHOUT LIMITING ANY OTHER PROVISION OF THESE TERMS OF SERVICE, WE RESERVE THE RIGHT TO, IN OUR SOLE DISCRETION, AND WITHOUT NOTICE OR LIABILITY, DENY ACCESS TO AND — USE OF THE SITE TO ANY PERSON FOR ANY REASON OR FOR NO REASON AT ALL, INCLUDING WITHOUT LIMITATION FOR BREACH OF ANY REPRESENTATION, WARRANTY OR COVENANT CONTAINED IN THESE TERMS OF SERVICE, OR OF ANY APPLICABLE LAW OR REGULATION.
  6. Applicable Law; Exclusive Venue for Litigation. You agree that federal laws and the laws of the State of New York, without regard to principles of conflict of laws, will govern these Terms of Service and any claim or dispute that has arisen or may arise between you and the Company. The parties agree that any litigation between them shall be filed exclusively in state or federal courts located in New York County, New York. The parties expressly consent to exclusive jurisdiction in New York.
  7. Warranty Disclaimer; Limitation on Liability
    1. Disclaimer of Warranties
      1. ALL MATERIALS OR ANY OTHER ITEMS PROVIDED THROUGH THE SITE ARE PROVIDED AS IS AND AS AVAILABLE, WITHOUT WARRANTY OR CONDITIONS OF ANY KIND. BY OPERATING THE SITE, WE DO NOT REPRESENT OR IMPLY THAT WE ENDORSE ANY MATERIALS OR ITEMS AVAILABLE ON THE SITE, INCLUDING WITHOUT LIMITATION, CONTENT HOSTED ON THIRD PARTY SERVICES, OR THAT WE BELIEVE THE MATERIALS OR ITEMS TO BE ACCURATE, — USEFUL OR NON-HARMFUL. WE CANNOT GUARANTEE AND DO NOT PROMISE ANY SPECIFIC RESULTS FROM — USE OF THE SITE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM US SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS OF SERVICE. YOU AGREE THAT YOUR — USE OF THE SITE WILL BE AT YOUR SOLE RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, WE AND EACH OF OUR ADVERTISERS, LICENSORS, SUPPLIERS, OFFICERS, DIRECTORS, INVESTORS, EMPLOYEES, AGENTS, SERVICE PROVIDERS AND OTHER CONTRACTORS DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE SITE AND YOUR — USE THEREOF.
      2. WE MAKE NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY, RELIABILITY, TIMELINESS OR COMPLETENESS OF THE MATERIALS, OR ANY INFORMATION, CONTENT OR OTHER ITEMS ON THE SITE OR LINKED TO BY THE SITE. WE ASSUME NO LIABILITY OR RESPONSIBILITY FOR ANY (A) ERRORS, MISTAKES OR INACCURACIES OF CONTENT AND MATERIALS, (B) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND — USE OF THE SITE, (C) ANY UNAUTHORIZED ACCESS TO OR — USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION STORED THEREIN, (D) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SITE, (E) ANY BUGS, VIR– USES, TROJAN HORSES, OR THE LIKE, WHICH MAY BE TRANSMITTED TO OR THROUGH THE SITE BY ANY THIRD PARTY, AND/OR (F) ANY ERRORS OR OMISSIONS IN ANY CONTENT AND MATERIALS OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE — USE OF ANY CONTENT POSTED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE THROUGH THE SITE.
    2. Limited Liability. IN NO EVENT SHALL WE BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, INCLUDING LOST PROFIT DAMAGES ARISING FROM YOUR — USE OF THE SITE, MATERIALS OR ANY OTHER CONTENT THEREIN. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THESE TERMS OF SERVICE, OUR LIABILITY TO YOU IN RESPECT OF ANY LOSS OR DAMAGE SUFFERED BY YOU AND ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OF SERVICE, WHETHER IN CONTRACT, TORT OR FOR BREACH OF STATUTORY DUTY OR IN ANY OTHER WAY SHALL NOT EXCEED $50.
    3. Exceptions to Disclaimers and Liability Limitations. SOME STATES OR JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF CERTAIN WARRANTIES, OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF YOU RESIDE IN ONE OF THESE STATES OR JURISDICTIONS, THE LIMITATIONS OR EXCLUSIONS IN SECTIONS 7(A) AND 7(B) MAY NOT APPLY TO YOU.
  8. Indemnity. You agree to indemnify and hold us, our subsidiaries, affiliates, and licensors and their respective officers, agents, partners and employees, harmless from any loss, liability, claim, or demand, including reasonable attorneys fees, made by any third party due to or arising out of your use of the Site or any Materials in violation of these Terms of Service or applicable law, and/or any breach of your representations and warranties set forth above.
  9. Independent Contractors. Nothing in these Terms of Service shall be deemed to create an agency, partnership, joint venture, employer-employee or franchisor-franchisee relationship of any kind between us and any user.
  10. Non-Waiver. Our failure to exercise or enforce any right or provision of these Terms of Service shall not operate as a waiver of the applicable right or provision.
  11. Severability. These Terms of Service operate to the fullest extent permissible by law. If any provision or part of a provision of these Terms of Service is unlawful, void, or unenforceable, that provision or part of the provision is deemed severable from these Terms of Service and shall not affect the validity and enforceability of any remaining provisions.
  12. Assignment. We may assign our rights under these Terms of Service without your approval.
  13. No Modifications by Our Employees. If any of our employees offers to modify the terms of these Terms of Service, he or she is not acting as an agent for us or speaking on our behalf. You may not rely, and should not act in reliance on, any statement or communication from our employees or anyone else purporting to act on our behalf.
  14. No Advice.  The information, materials or documents posted on this website are for information only and, unless otherwise expressly stated herein, do not constitute an offer, invitation, solicitation or advice to anyone, in any jurisdiction, to purchase, hold or sell securities of iAnthus Capital Holdings, Inc.
  15. Stock Quotes.  All stock quotes and historical stock price data are provided by third party service providers and are provided for informational purposes only. iAnthus makes no representation or warranty regarding the accuracy or completeness of any such stock price quotes or historical stock price data and has not taken any steps to verify, the adequacy, accuracy or completeness of the information provided herein and, under no circumstances, will be liable for any inaccuracies or omissions in any such information or data, any delays or errors in the transmission thereof, or any loss or direct, indirect, incidental, special or consequential damages caused by reliance on this information or the risks arising from the stock market.
  16. Forward Looking Statements.  Certain statements contained on our website, including any information as to iAnthus’ future financial or operating performance, constitute ‘forward-looking statements”. Any statements that express, or involve discussions as to, expectations, beliefs, plans, objectives, assumptions or future events or performance (often, but not always, through the use of words or phrases such as “may”, “is expected to”, “anticipates”, “estimates”, “intends”, “plans”, “projection”, “could”, “vision”, “goals”, “we believe”, “objective” and “outlook”) are not historical facts and may be forward-looking and may involve estimates, assumptions and uncertainties which could cause actual results or outcomes to differ materially from those expressed in the forward-looking statements.Forward-looking statements include the belief of iAnthus’ management that cannabis is the next great American industry, with opportunities for high yield investments, partnerships and acquisitions.In making these forward-looking statements, iAnthus has assumed that the current market will continue and grow and that the risks listed below will not adversely impact the business of iAnthus. By their nature, forward-looking statements involve numerous assumptions, inherent risks and uncertainties, both general and specific, which contribute to the possibility that the predicted outcomes may not occur or may be delayed. These forward-looking statements relate to management’s expectations, opinions and assumptions with respect to: the risks, uncertainties and other factors, many of which are beyond the control of iAnthus, that could influence actual results include, but are not limited to: dependence on obtaining regulatory approvals; investing in target companies or projects which have limited or no operating history and are engaged in activities currently considered illegal under US Federal Laws; change in laws, regulations and guidelines; limited operating history; reliance on management; requirements for additional financing; competition; requirements for additional financing; competition; risks inherent in an agricultural business; vulnerability to rising energy costs; unfavorable publicity or consumer perception; hindering market growth and state adoption due to inconsistent public opinion and perception of the medical-use and adult-use marijuana industry; product liability; product recalls; reliance on key inputs; dependence on suppliers and skilled labor; difficulty in forecasting sales; conflicts of interest; litigation; price fluctuation of iAnthus’ securities; no earnings or dividend record; limited market for the iAnthus’ securities; regulatory or political change; unavailability of reliable data on the medical and adult-use marijuana industry; new well-capitalized entrants developing large-scale operations; unconfirmed assumptions for financial projections that may prove materially inaccurate or incorrect; limitations on certain remedies and rights to indemnification that apply; actual results may differ from the forward-looking statements contained in this document; unpredictable operational or investment results; and other factors beyond the control of iAnthus. These forward-looking statements are necessarily based on a number of factors and assumptions that, while considered reasonable by iAnthus as of the date of such statements, are inherently subject to significant business, economic and competitive uncertainties and contingencies. With respect to the forward-looking statements, iAnthus has made assumptions, which may prove to be incorrect, regarding, among other things: (i) the timely receipt of any required regulatory approvals; (ii) the ability of iAnthus to generate cash flow from operations and necessary financing on acceptable terms; (iii) government regulation of iAnthus’ activities; (iv) consumer perception of the medical-use and adult-use marijuana industry; (v) general economic, financial market, regulatory and political conditions in which iAnthus operates; (vi) competition; (vii) anticipated and unanticipated costs; (viii) the ability of iAnthus to obtain qualified staff and services in a timely and cost efficient manner; (ix) the ability of the iAnthus to enter contracts with target companies; and (x) iAnthus’ ability to maintain adequate internal control over financial reporting and disclosure controls and procedures. This list is not exhaustive of the factors that may affect any of forward-looking statements or information of iAnthus.Further, any forward-looking statement speaks only as of the date on which such statement is made, and, except as required by applicable law, iAnthus does not undertake any obligation to update any forward-looking statement to reflect events or circumstances after the date on which such statement is made or to reflect the occurrence of unanticipated events. New factors emerge from time to time, and it is not possible for management to predict all such factors and to assess in advance the impact of each such factor on the businesses of iAnthus or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statement. Specific reference is made to iAnthus’ long form prospectus dated August 12, 2016 filed with the British Columbia Securities Commission and available under iAnthus’ SEDAR profile at www.sedar.com, for a discussion of some of the risks that could cause actual results to differ materially from forward-looking statements.
  17. Legal Status of Cannabis Under Federal US Law. Cannabis is a Schedule I controlled substance pursuant to the U.S. Controlled Substances Act of 1970.  Accordingly, the possession, use or distribution of cannabis remains a federal crime under U.S. law, despite the enactment of state laws providing for the legal medical and/or recreational use of cannabis in a particular state.
  18. Contact Information. If you have any questions about these Terms of Service, please contact us at:iAnthus Capital Holdings, Inc.

    New York City Office
    420 Lexington Avenue
    Suite 300
    New York, New York 10170
    Email Address: info@ianthuscapital.com

    Telephone number: 212.479.2564

    Corporate Headquarters
    1075 West Georgia St.
    Suite 1980
    Vancouver, BC V6E 3C9
    Canada