TERMS AND CONDITIONS

Last Modified: November 13, 2019

Important Notice: The information found on this website is shared in accordance with Canadian government regulations and are intended only for eligible Canadian consumers. Any user viewing this website from outside of Canada should treat the contents of this website as strictly for informational purposes only.

Introduction

The website located at topleaf.ca (the "Website") is owned and operated by Sundial Growers Inc. The terms "we", "us", and "our" refer to Sundial Growers Inc. The use of our Website is subject to the following terms and conditions of use, as amended from time to time (the "Terms"). The Terms are to be read together by you with our Privacy Policy and any terms, conditions or disclaimers provided in the pages of our Website. Please review the Terms carefully. The Terms apply to all users of our Website, including without limitation, users who are browsers, customers, merchants, vendors and/or contributors of content. If you access and use this Website, you accept and agree to be bound by and comply with the Terms and our Privacy Policy. If you do not agree to the Terms or our Privacy Policy, you are not authorized to access our Website, use any of our Website’s services or place an order on our Website.

Use of topleaf.ca

By using the Website, you represent and warrant that you will only use our Website for legitimate purposes and not for any illegal or unauthorized purpose, including without limitation, in violation of any criminal law, intellectual property law, privacy law or any other applicable law or regulation. You also represent and warrant that you are at least the age of majority in your state or province of residence and are legally capable of entering into a binding contract. You agree not to attempt to interfere with our Website’s network or security features or to gain unauthorized access to our systems. If you provide us with any personal information, you authorize us to collect, use and disclose such information in accordance with our Privacy Policy.

General Conditions

We reserve the right to refuse service to anyone, at any time, for any reason, subject to our regulatory obligations pursuant to the Cannabis Act, S.C. 2018, c. 16 and the Cannabis Regulations thereunder (the "Cannabis Legislation"). We reserve the right to make any modifications to the Website, including terminating, changing, suspending or discontinuing any aspect of the Website and or the products and services provided through the Website at any time, without notice. We may impose additional rules or limits on the use of our Website. You agree to review these Terms regularly for any changes and your continued access or use of our Website will mean that you agree to any changes. You agree that we will not be liable to you or any third party for any modification, suspension or discontinuance of our Website or for any service, content, feature or product offered through our Website. We may assign these Terms to anyone for any reason. You may not assign these Terms without our prior written consent. Except as expressly set forth on the Website, if you submit any information to us, including any comments, remarks, suggestions, ideas, notes, drawings, graphics, concepts, or other information, you are giving that information, and your rights in it, to Sundial Growers Inc. free of charge and such information shall be deemed to be non-confidential and Sundial Growers Inc. shall have no obligation of any kind with respect to such information and shall be free to reproduce, use, disclose and distribute the information to others without limitation, without your consent or any compensation to you or anyone else. Sundial Growers Inc. shall be free to use any ideas, concepts, know-how, or techniques contained in or derived from any User Content for any purpose whatsoever, including developing, manufacturing, and marketing products. Therefore, please do not submit or send to us any idea, suggestion or material that you wish to keep confidential or for which you expect to receive compensation. You will not have any claim against us with respect to any use or non-use of User Content.

Links to Third Party Websites

Links from or to websites outside our Website are provided for convenience only. We do not review, endorse, approve or control, and are not responsible for any sites linked from or to our Website, the content of those sites, the third parties named therein, or their products and services. Linking to any other site is at your sole risk and we will not be responsible or liable for any damages in connection with linking. Sundial Growers Inc. shall not be a party to any transaction between you and any third party including any third-party advertising on our Website, and we shall not be liable for any losses or damages arising out of such interaction with any third party. Without limiting the foregoing, any link to a third-party press release, media coverage, stock exchange website or analyst coverage should not be taken as an endorsement by us of the views, analysis or projections contained in such materials. Your Personal Information Please see our Privacy Policy to learn about how we collect, use, and share your personal information.

Errors and Omissions

Please note that our Website may contain typographical errors or inaccuracies and may not be complete or current. We reserve the right to correct any errors, inaccuracies or omissions and to change or update information at any time, without prior notice (including after an order has been submitted). Such errors, inaccuracies or omissions may relate to product description, pricing, promotion and availability and we reserve the right to cancel or refuse any order placed based on incorrect pricing or availability information, to the extent permitted by applicable law. We do not undertake to update, modify or clarify information on our Website, except as required by law.

Disclaimer and Limitation of Liability

You assume all responsibility, liability and risk with respect to your use of our Website and any information and materials contained on the Website, which is provided "as is" without warranties, representations or conditions of any kind, either express or implied, statutory, by usage of trade, course or dealing or otherwise with regard to information accessed from or via our Website, including without limitation, all content and materials, and functions and services provided on our Website, all of which are provided without warranty or condition of any kind, including but not limited to warranties or conditions concerning the availability, accuracy, completeness or usefulness of content or information, uninterrupted access, and any warranties or conditions of title, non-infringement, merchantability, merchantable quality or fitness for a particular purpose. We do not warrant that our Website, or its functioning, or the content and material of the services made available thereby will be timely, secure, uninterrupted or error-free, that defects will be corrected, or that our Website or the servers that make our Website available are free of viruses or other harmful components. The use of our Website is at your sole risk and you assume full responsibility for any costs or losses associated with your use of our Website. We will not be liable for any damages of any kind related to the use of our Website. In no event will we, or our affiliates, our or their respective content or service providers, or any of our or their respective directors, officers, agents, contractors, suppliers or employees be liable to you or any third party for any indirect, special, incidental, consequential, exemplary or punitive damages, losses or causes of action, or lost revenue, lost profits, lost business or sales, or any other type of damage, whether based in contract or tort (including negligence), strict liability or any other theory of law, arising from your use of, or the inability to use, or the performance or functionality of our Website, our products or any content or material or available on or through our Website, the cost of procurement of substitute goods, data, information or services, loss of data, errors, mistakes or inaccuracies in the materials on the Website, or any personal injury or property damage. These limitations shall apply even if we are advised of the possibility of such damages. Certain jurisdictions do not allow limitation of liability or the exclusion or limitation of certain damages. In such jurisdictions, some or all of the above disclaimers, exclusions, or limitations, may not apply to you and our liability will be limited to the maximum extent permitted by law.

Indemnification

You agree to defend and indemnify us, and hold us and our affiliates harmless, and our and their respective directors, officers, agents, contractors, and employees against any losses, liabilities, claims, demands, threats, actions, proceedings, expenses (including reasonable attorney fees and court costs) in any way arising from, related to or in connection with your use of our Website including in connection with any products offered through our Website, your violation of the Terms or any applicable law or regulation, or the posting or transmission of any materials on or through the Website by you, including but not limited to, any third party claim that any information or materials provided by you infringe upon any third party proprietary rights.

Forward Looking Information

This Website and the documents found on this Website contain forward-looking statements. Often, but not always, forward-looking statements can be identified by the use of words such as "plans", "expects" or "does not expect", "is expected", "estimates", "intends", "anticipates" or "does not anticipate", or "believes", or variations of such words and phrases or state that certain actions, events or results "may", "could", "would", "might" or "will" be taken, occur or be achieved. Forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. Forward-looking statements are based on a number of assumptions which may prove to be incorrect. Although we have attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking statements, there may be other factors that cause actions, events or results not to be as anticipated, estimated or intended. There can be no assurance that forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements.

Entire Agreement

These Terms and any documents expressly referred to in them represent the entire agreement between you and us in relation to the subject matter of the Terms and supersede any prior agreement, understanding or arrangement between you and us, whether oral or in writing. Both you and we acknowledge that, in entering into these Terms, neither you nor we 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 the Terms.

Waiver

Our failure to exercise or enforce any right or provision of these Terms will not constitute a waiver of such right or provision. A waiver by us of any default will not constitute a waiver of any subsequent default. No waiver by us is effective unless it is communicated to you in writing.

Headings

Any headings and titles herein are for convenience only.

Severability

If any of the provisions of these Terms are determined by any competent authority to be invalid, unlawful or unenforceable, such provision will to that extent be severed from the remaining Terms, which will continue to be valid and enforceable to the fullest extent permitted by law.

Governing Law

Any disputes arising out of or relating to the Terms, the Privacy Policy, use of our Website, or our products or services offered on our Website will be resolved in accordance with the laws of the Province of Alberta without regard to its conflict of law rules. Any disputes, actions or proceedings relating to the Terms or your access to or use of our Website must be brought before the courts of the Province of Alberta in the City of Calgary, Alberta and you irrevocably consent to the exclusive jurisdiction and venue of such courts.