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Terms & Conditions

Terms of Use

The Green Organic Dutchman Holdings Ltd. (“TGOD”) maintains a web site currently located at www.tgod.ca (the "Website") which provides articles, publications, information, data and other materials (the "Content") and offers certain services, including making certain products (“Products”) available for sale to you (collectively the “Services”). The Website is provided to you subject to your agreement to comply with these terms and conditions of use ("Terms and Conditions"). By accessing or using the Website you agree to be bound by these Terms and Conditions. If you do not agree to be bound by these Terms and Conditions, please do not access or use the Website.

Amendments to Terms of Use

TGOD reserves the right to revise, modify, supplement or delete any information, materials, services and/or resources contained on the Website, including the right to change, amend or modify these Terms and Conditions at any time without prior notice. If you do not agree with this or with any change, you must stop using or accessing the Website. Your continued access to or use of the Website after such changes shall be considered, and shall be, your acceptance of these Terms and Conditions as modified. It is your responsibility to review these Terms and Conditions regularly.

Jurisdiction and Governing Law

The Website is hosted on servers located in Ontario, Canada. As such, your access and use of the Website and Content, and receipt of any Services, shall be deemed to be provided in the Province of Ontario, and subject to the laws of the Province of Ontario and the federal laws of Canada applicable therein. Any action, proceeding, claim or dispute arising from, related to, or in connection with the Terms and Conditions, the Website, Content, Products, Services, or your access or use of, or reliance on, any of the foregoing, shall be brought before the courts located in the City of Toronto in the Province of Ontario, and decided in accordance with the laws of the Province of Ontario, and you irrevocably consent to the exclusive jurisdiction and venue of such courts. Notwithstanding the foregoing, either you or TGOD may apply to any court of competent jurisdiction to obtain injunctive or other emergency or similar relief

If you access the Website from outside of Canada, you do so at your own risk and are responsible for compliance with local, national or international laws, including, without limitation, securities laws, privacy laws, and import and export laws. You further understand and acknowledge that the Website may not be available in all jurisdictions and that you are responsible for ensuring that it is lawful for you to use the Website and access the Content and Services in your jurisdiction.

If you are residing in a jurisdiction where it is illegal to take part in any of the activities related to the Website, including reviewing the Content or receiving Products or the Services, you may not use the Website. By accessing or using the Website you are expressly representing that you

have verified in your own jurisdiction that such access and use complies with all applicable laws, and you acknowledge that TGOD is entitled to, and shall, rely on such representation.

Use of the Website

You agree that you will not, without TGOD’s prior written permission, use the Website, the Content, Products and the Services for purposes other than your own personal non-commercial use and benefit. You may not frame the Website or the Content or any part thereof on any commercial or non-commercial internet website. You acquire absolutely no rights or licences to the Website or the Content other than the limited right to use the Website and the Content in accordance with these Terms and Conditions. You may only access and use the Website for legitimate purposes and not for any illegal or unauthorized purpose, including 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 the jurisdiction in which you reside, and are legally capable of entering into a binding agreement. Except as expressly provided in these Terms and Conditions, any reproduction, retransmission, distribution, sale, republication, modification, translation of or creation of derivative works based on the Website or the Content, in whole or in part, and any disassembly, reverse engineering or other exploitation of the Website, without the prior written permission of TGOD, is strictly prohibited. TGOD reserves the right to take any actions necessary and appropriate to preserve the integrity of the Website.

Accounts and Registration

If a feature of the Website is accessible only by use of a user name and password, you are solely responsible and liable for any use and misuse of your user name and password and for all activities that occur under your user name and password. For security reasons, you must keep your user name and password confidential and not disclose them to any person or permit any other person to use them, except as otherwise authorized by TGOD. All user names and passwords created through use of the Website or Services shall be and remain the property of TGOD, and may be cancelled or suspended at any time by TGOD without any notice or liability to you or any other person. TGOD is not under any obligation to verify the actual identity or authority of any person using your user name and password, and has taken all reasonably necessary steps to ensure you and any users of the Website or Services is of legal age in the jurisdiction in which they reside. You must immediately notify TGOD of any unauthorized use of your user name or password, or if you know or suspect that your user name or password has been lost or stolen, has become known to any other person, or has been otherwise compromised. If you choose to register with TGOD for the online purchase of Products, you agree to: (i) provide true, current and complete information about yourself; and (ii) maintain and promptly update online information about yourself to keep it true, current and complete.

Product Sales, Shipment, Returns and Exchanges

In addition to the Content, TGOD offers certain Services, including making available to you for purchase, through the Website and otherwise, certain Products. TGOD may, at any time, limit or withdraw the quantities of Product, or types of Product, offered on this Website, or reject or limit the sale of Products to any person, subject to applicable legal or regulatory obligations. When you submit an order for Products to TGOD, you will be required to register with TGOD and provide payment and financial details that are truthful, accurate and complete, and in so doing you represent and warrant that you intend to use the Products lawfully, in accordance with medical advice (if applicable), and that you will not resell or transfer the Products to any other person. Further, you represent and warrant that you have the lawful authority to use such method of payment for the purchase of Products from TGOD, and that your registration information is and will be at all material times truthful, accurate and complete. All orders for Products are subject to acceptance by TGOD. TGOD reserves the right to refuse to provide Products to anyone, at any time, for any reason, and to accept or reject any Products for returns or exchanges, subject to applicable legal or regulatory obligations. If you experience any adverse reaction to a Product, or are unsatisfied with a Product that you believe may be defective, please contact TGOD as soon as possible at the coordinates below.

TGOD will use commercially reasonable efforts to ensure that prices, Product descriptions, details and depictions are accurate, complete and up-to-date, but does not guarantee any of the foregoing. In the event any information is inaccurate or incomplete, TGOD will not be obligated to provide such Product, and any payments accepted by TGOD will be refunded as soon as reasonably possible. Prices for Products offered by TGOD on this Website, or otherwise, are subject to change, without notice, and (unless otherwise indicated) are quoted in Canadian dollars exclusive of applicable taxes, duties and shipping costs. You may order Products for shipment solely within Canada. Title to Products shall pass to you, the purchaser, upon transfer to the courier. TGOD is not responsible for Products that are undeliverable, or delivered to an incorrect address, as a result of inaccurate or incomplete information provided by you. Products that are returned to TGOD due to being refused, unclaimed (i.e. not picked up), or as a result of incorrect information, may be subject to additional shipping charges.

Disclaimer and Limitation of Liability

THE WEBSITE AND THE CONTENT ARE PROVIDED "AS IS" WITHOUT REPRESENTATION, WARRANTY OR CONDITION OF ANY KIND. USE OF THE WEBSITE OR THE CONTENT IS AT YOUR OWN RISK. TGOD MAKES NO REPRESENTATIONS, WARRANTIES OR CONDITIONS ABOUT THE QUALITY, ACCURACY, RELIABILITY, COMPLETENESS, CURRENCY, OR TIMELINESS OF THE WEBSITE OR THE CONTENT. TGOD DOES NOT ASSUME ANY RESPONSIBILITY FOR ANY ERRORS, OMISSIONS OR INACCURACIES IN THE WEBSITE, THE CONTENT OR THE SERVICES.

TO THE FULLEST EXTENT PERMITTED BY LAW, TGOD DISCLAIMS ALL WARRANTIES, REPRESENTATIONS AND CONDITIONS OF ANY KIND WITH RESPECT TO THE WEBSITE, THE CONTENT AND THE SERVICES, WHETHER EXPRESS, IMPLIED OR COLLATERAL, INCLUDING,

WITHOUT LIMITATION, THE IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT OR THAT THE WEBSITE OR THE CONTENT ARE OR WILL BE ERROR-FREE OR WILL OPERATE WITHOUT INTERRUPTION. IN NO EVENT WILL TGOD BE LIABLE, WHETHER BASED ON WARRANTY, CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR ANY OTHER LEGAL THEORY, FOR ANY DAMAGES OF ANY KIND (INCLUDING, WITHOUT LIMITATION, DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, PUNITIVE DAMAGES, LOST PROFITS, LOSS OF USE, LOSS OF DATA, BREACH OF PRIVACY, PERSONAL INJURY, FINES, FEES, PENALTIES OR OTHER LIABILITIES), WHETHER OR NOT TGOD IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, RESULTING FROM THE USE OF, OR THE INABILITY TO MAKE USE OF, THE WEBSITE, THE CONTENT OR THE SERVICES.

TGOD’S TOTAL 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 THESE TERMS AND CONDITIONS, THE WEBSITE, CONTENT, SERVICES OR ANY OF TGOD’S PRODUCTS, SHALL BE THE LESSER OF $50CAD AND THE AMOUNT PAID BY YOU FOR ANY SERVICES OR PRODUCTS SOLD TO YOU DIRECTLY BY TGOD THROUGH THE WEBSITE IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE CAUSE OF ACTION GIVING RISE TO SUCH LIABILITY.

Intellectual Property Ownership

All Content, designs, illustrations, software, artwork, video, music, sound, names, words, titles, phrases, logos and marks displayed on the Website or in the Content are owned and maintained by TGOD and are protected by copyright, trade-mark and other intellectual property laws and treaty provision laws. Any unauthorized publication, use, copying or modification of the Website or the Content, including trademarks, tradenames and design marks, may violate applicable legislation and may result in legal action.

Privacy

TGOD is committed to respecting the privacy and personal information of all persons with whom TGOD does business. Accordingly, TGOD’s Privacy Policy describes how TGOD collects, uses and discloses the personal information of those individuals who access or use the Website or the Services. Please see TGOD’s Privacy Policy, available on the Website, for further information. You acknowledge and agree that access to and use of the Website and the Services is primarily provided online, and that your information, including personal information, may be transferred and stored as set out in the Privacy Policy.

Third Party Websites

The Website may, for convenience purposes only, provide links to third party websites or services that are not owned or controlled by TGOD. TGOD does not endorse the information contained in those websites, or guarantee their quality, accuracy, reliability, completeness,

currency, timeliness, non-infringement, merchantability or fitness for any purpose. The content in any linked website is not under TGOD’s control and if you choose to access any such website, you do so solely at your own risk.

Error, Omissions and Inaccuracies

TGOD does not guarantee, or accept any responsibility or liability for, the accuracy, currency or completeness of the Content or the Website, including with respect to any information, data, prices, illustrations, specifications, availability, Products or the Services. TGOD reserves the right to change or update the Website and the Content to correct errors, inaccuracies, or omissions at any time without prior notice. The Content contained on the Website does not constitute a solicitation or an offering of securities in any jurisdiction. Information disclosed under applicable securities laws is not intended to be in any way qualified, amended, modified or supplemented by the information otherwise available in, through or on the Website. Due to online technical and security risks, the information set out in the Website should not be used for the purpose of making any decisions with respect to investments related to TGOD or the Content.

Indemnity

IN CONSIDERATION FOR ACCESSING OR USING THE WEBSITE, YOU AGREE TO INDEMNIFY, DEFEND AND HOLD HARMLESS THE GREEN ORGANIC DUTCHMAN HOLDINGSD LTD, ITS OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS, CONSULTANTS, ADVISORS, REPRESENTATIVES AND AGENTS, FROM AND AGAINST ANY LOSSES, LIABILITIES, CLAIMS, DEMANDS, THREATS, ACTIONS, PROCEEDINGS, EXPENSES (INCLUDING REASONABLE LEGAL FEES AND COURT COSTS) IN ANY WAY ARISING FROM, RELATED TO, OR IN CONNECTION WITH YOUR USE OF THE WEBSITE, INCLUDING IN CONNECTION WITH ANY PRODUCTS OR SERVICES OFFERED THROUGH THE WEBSITE OR THE USE OF ANY CONTENT OR INFORMATION CONTAINED IN OR OBTAINED THROUGH THE WEBSITE, THE SERVICES, YOUR VIOLATION OF THE TERMS AND CONDITIONS OR ANY APPLICABLE LAW OR REGULATION, OR THE POSTING, COMMUNICATION OR TRANSMISSION OF ANYTHING ON OR THROUGH THE WEBSITE BY YOU, INCLUDING BUT NOT LIMITED TO, ANY THIRD PARTY CLAIM THAT ANY INFORMATION OR MATERIALS PROVIDED BY YOU BREACH APPLICABLE LAW OR INFRINGE UPON ANY THIRD PARTY PROPRIETARY OR OTHER RIGHTS.

Forward Looking Statements

Certain statements on the Website may contain forward-looking statements and forward-looking information that relate to TGOD’s current expectations and views of future events and should be read together with the more detailed information and financial data and statements available on www.SEDAR.com.

In some cases, but not always, these forward-looking statements can be identified by words or phrases such as “may”, “might”, “will”, “expect”, “anticipate”, “estimate”, “intend”, “plan”,

“indicate”, “seek”, “believe”, “predict” or “likely”, or the negative of these terms, or other similar expressions intended to identify forward-looking statements.

Forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements of TGOD to differ materially from those anticipated in the forward-looking statements. By their nature, forward-looking statements involve numerous assumptions, known and unknown risks and uncertainties, both general and specific, that contribute to the possibility that the predictions, forecasts, projections and other forward-looking statements will not occur. Such forward-looking statements on the Website, if any, speak only as of the date they were published and may be superseded by subsequent disclosures. Forward-looking statements on the Website, if any, may include, but are not limited to, statements relating to TGOD’s:

  • expectations regarding its performance, revenue, expenses and operations;
  • plans and expectations regarding timing of the completion of construction projects and related costs, and the development and expansion of any construction projects both in Canada and abroad;
  • anticipated cash needs and needs for additional financing;
  • intention and ability to grow the business and its operations;
  • ability to complete business acquisitions and integrate acquired businesses;
  • expectations regarding harvesting of product and product sales volumes and prices;
  • expectations with respect to future inventory and production costs and capacity;
  • expectations regarding growth rates and growth plans and strategies;
  • expectations with respect to the approval and renewal of TGOD’s cannabis licenses and the licences of TGOD’s business partners;
  • expectations with respect to the future growth of the medical and recreational cannabis markets and TGOD’s related medical and recreational products;
  • any commentary related to the legalization of adult-use, recreational cannabis and the timing related to such legalization in any jurisdiction;
  • advancement of international projects and targeting other opportunities as foreign and international laws and regulations governing cannabis evolve;
  • expectations about the competitive marketplace for cannabis and cannabis products;
  • future product developments and offerings;
  • payment of any future dividends;
  • treatment under government regulatory and taxation regimes;
  • expectations regarding the adoption and impact of certain accounting pronouncements;
  • expectations regarding legislation, regulations and licensing related to the cultivation, production and sale of cannabis products by TGOD’s subsidiaries and business partners;
  • expectations relating to future operational performance, results and terms of strategic initiatives or agreements;
  • development of affiliated brands, product diversification and future corporate development; and
  • anticipated results of research and development projects and initiatives.

Forward-looking statements are based on certain assumptions and analyses made by TGOD in light of the experience and perception of historical trends, current conditions and expected future developments and other factors it believes are appropriate and are subject to risks and uncertainties. In making the forward looking statements on the Website, if any, TGOD has made various material assumptions, including but not limited to (i) obtaining the necessary regulatory approvals; (ii) that regulatory requirements will be maintained; (iii) general business and economic conditions; (iv) TGOD’s ability to successfully execute its plans and intentions; (v) the availability of financing on reasonable terms; (vi) TGOD’s ability to attract and retain skilled staff; (vii) market competition; (viii) the products and technology offered by TGOD’s competitors; and (ix) maintaining current good relationships with TGOD’s suppliers, service providers and other third parties. Although TGOD believes that the assumptions underlying these statements are reasonable, they may prove to be incorrect, and TGOD cannot provide any assures that actual results will be consistent with these forward-looking statements. Given these risks, uncertainties and assumptions, prospective purchasers of TGOD’s securities should not place undue reliance on these forward-looking statements. Whether actual results, performance or achievements will conform to TGOD’s expectations and predictions is subject to a number of known and unknown risks, uncertainties, assumptions and other factors.

Some of the risks and other factors which could cause actual results to differ materially from those expressed in any forward-looking statement that may be contained on the Website include, but are not limited to: continued listing requirements of a stock exchange and increased price volatility; changes in law; risks inherent in strategic alliances; difficulty of forecasting the medical and recreational cannabis markets; exchange restrictions on business; risks relating to expansion into foreign jurisdictions; political and other risks in emerging markets; risks of corruption and fraud in emerging markets; inflation risks in emerging markets; foreign ownership or control restrictions; risks relating to international advisors and consultants; increased operational, regulatory and other risks; limited operating history; reliance on timely approval and maintenance of licenses; reliance on certain facilities; reliance on management; reliance on key inputs; dependence on suppliers and skilled and qualified workers and labour resources; risks inherent in an agricultural business; vulnerability to rising energy costs; transportation risks; operating risk and insurance coverage; environmental and employee health and safety regulations; product liability risks; risks of product recalls; unfavorable publicity or consumer perception; risks relating to client acquisitions; growth-related risks; risks related to incurring significant net losses in the future and not being able to

achieve or maintain profitability; risks relating to additional financing; risks relating to conflicts of interest; risks relating to competition from other companies; reputational risk to third parties, potential regulatory non-compliance issues; litigation risks arising in the ordinary course of business; reliance on cash from subsidiaries; risks associated with US governmental and regulatory enforcement in the international financial market; involvement risks of employees or other agents engaging in corruption or bribery without TGOD’s knowledge; and risks associated with the substantial obligations of being a public company.

Entire Agreement

These Terms and Conditions, and any documents, materials or information expressly referred to in them represent the entire agreement between you and TGOD with respect to the subject matter set out herein, and supersede any prior agreement, understanding or arrangement between you and TGOD, whether oral or in writing. You acknowledge that, in entering into these Terms and Conditions, neither you nor TGOD 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 these Terms and Conditions.

Termination

TGOD may terminate or suspend access to the Website or to the Services immediately, without prior notice or liability, for any reason whatsoever, including, without limitation, if you breach these Terms and Conditions. All provisions of these Terms and Conditions shall survive termination. Upon termination, your right to use the Website and receive the Services will immediately cease.

Miscellaneous

Any headings and titles herein are for convenience only. These Terms and Conditions are not assignable, transferable or sub-licensable except with the prior written consent of TGOD. TGOD may assign, transfer or convey these Terms and Conditions, or any of TGOD’s rights thereunder, to a third party without notice to you. Any failure by TGOD to exercise or enforce any rights under these Terms and Conditions will not constitute a waiver of such right. A waiver by TGOD of any default shall not constitute a waiver of any subsequent default. No waiver by TGOD is effective unless it is communicated to you in writing. If and solely to the extent that any court or tribunal of competent jurisdiction holds any provision of these Terms and Conditions to be unenforceable in a final non-appealable order, such unenforceable provision shall be stricken and the remainder of these Terms and Conditions shall not be affected. Any such stricken provision shall, to the extent possible, be replaced with a provision that is enforceable and that comes as close as possible to expressing the intention of the original provision.

Contact

If you have any questions or concerns regarding these Terms and Conditions, the Website, the Services, or any of TGOD’s products, please contact us at:

  • T: (905) 304-4201; or
  • E: Info@tgod.ca