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END USER LICENSE AGREEMENT

YOU SHOULD CAREFULLY READ THE FOLLOWING TERMS AND CONDITIONS BEFORE USING THIS PRODUCT. BY CLICKING THE ACCEPTANCE BUTTON, DOWNLOADING, INSTALLING OR USING THE APPLICATION, YOU ARE CONSENTING TO BE BOUND BY AND ARE BECOMING A PARTY TO THIS AGREEMENT.

This Agreement sets forth the terms and conditions of your use of the accompanying AYR Dispensary Ohio application (the “Application”). For the purposes of this Agreement, “you” means you, the end user, and “Company” means AYR Wellness, Inc. and its subsidiaries and affiliates. This Agreement is between You and the Company only and not with Apple Inc. and its Apple App Store or Google Inc. and its Google Play Store (collectively the “Application Store”). Although the Application Store is not a party to this Agreement, they have the right to enforce it against You as a third-party beneficiary relating to your use of the Application.

Since the Application can be accessed and used by other users via, for example, Family Sharing / Family Group or volume purchasing, the use of the Application by those users is expressly subject to this Agreement.

The Application is licensed to the Company by a third-party, and in turn, the Company, in accordance with the terms and conditions of such license, is licensing the Application to You for use strictly in accordance with the terms of this Agreement.

1. License Grant. Company hereby grants to you a revocable, non-exclusive, non-assignable, non-transferable, limited license to download, install, and use the Application and related documentation (the “Documentation”), according to the provisions contained herein and subject to payment of any applicable license fees. You are not permitted to lease, rent, distribute, sell, or sublicense the Application or any rights therein. You also may not install the Application on a network server, use the Application in a time-sharing arrangement, or in any other unauthorized manner. You may only use the Application on a Device that You own or control and as permitted by the Application Store’s terms and conditions. Further, no license is granted to you in the human readable code of the Application (source code). Except as provided below, this Agreement does not grant you any rights to patents, copyrights, trade secrets, trademarks, or any other rights in the Application and Documentation.

2. No Modification; No Reverse Engineering; No Unauthorized Copies. You agree not to modify, translate, reverse engineer, decompile, disassemble, or create derivative works of the Application or assist someone in performing such prohibited acts. You agree that you have no right, power, or authority to make any unauthorized copies of the Application.

3. Content Restrictions. The Company is not responsible for the entries, information or content of the Application’s users. You expressly understand and agree that You are solely responsible for the Content and for all activity that occurs under your account, whether done so by You or any third person using your account. You may not transmit any Content that is unlawful, offensive, upsetting, intended to disgust, threatening, libelous, defamatory, obscene or otherwise objectionable. Examples of such objectionable content include, but are not limited to, the following:

(a) Unlawful or promoting unlawful activity;

(b) Defamatory, discriminatory, or mean-spirited content, including references or commentary about religion, race, sexual orientation, gender, national/ethnic origin, or other targeted groups;

(c) Spam, machine generated content or randomly generated content, consulting unauthorized or unsolicited advertising, chain letters, any other form of unauthorized solicitation, or any form of lottery or gambling;

(d) Containing or installing any viruses, worms, malware, trojan horses, or other content that is designed or intended to disrupt, damage, or limit the functioning of any software, hardware or telecommunications equipment or to damage or obtain unauthorized access to any data or other information of a third person;

(e) Infringing on any proprietary rights of any party, including patent, trademark, trade secret, copyright, right of publicity or other rights;

(f) Impersonating any person or entity including the company and its employees or
representatives;

(g) Violating the privacy of any third person; and

(h) False information and features.

The Company reserves the right, but not the obligation, to determine, in its sole discretion, whether any Content is appropriate or complies with this agreement, and to refuse or remove any Content. The Company further reserves the right to make formatting and edits and change the manner of any Content. The Company can also limit or revoke the use of the Application if You post such objectionable content.

As the Company cannot control all content posted by users and/or third parties on the Application, You agree to use the Application at your own risk. You understand that by using the Application, You may be exposed to content that You may find offensive, indecent, incorrect or objectionable, and You agree that under no circumstances will the Company be liable in any way for any content, including errors or omissions in any content, or any loss or damage of any kind incurred as a result of your use of any content.

4. Law; Import/Export Restrictions. You are responsible for compliance with all applicable laws, regulations, rules, and legal requirements. You agree not to import or export the Application or any Documentation (or any copies thereof), or any products utilizing the Application or any Documentation in violation of any applicable laws or regulations of the United States or the country to which you have imported or exported. You agree to indemnify Company from liability if you violate any such laws or regulations.

5. Title. You agree that Company holds all right, title, and interest to the Application and any Documentation, and all subsequent copies thereof regardless of the form or media. Furthermore, all title, ownership rights, and intellectual property rights in the Application and any Documentation shall remain with Company, including all corrections, enhancements, or other modifications made thereto. The Application and any Documentation are protected by copyright and other intellectual property laws and by international treaties. All rights not expressly granted to You under this Agreement are reserved by Company.

6. Suggestions. Any feedback, comments, ideas, improvements, or suggestions provided by You to the Company with respect to the Application shall remain the sole and exclusive property of theCompany. The Company shall be free to use, copy, modify, publish, or redistribute the Suggestions for any purpose and in any way without any credit or any compensation to You.

7. Modifications. The Company reserves the right to modify, suspend or discontinue, temporarily orpermanently, the Application or any service to which it connects, with or without notice and without liability to you.

8. Updates to the Application. The Company may from time to time provide enhancements or improvements to the features/functionality of the Application, which may include patches, bug fixes, updates, upgrades and other modifications. Updates may modify or delete certain features and/or functionalities of the Application. You agree that the Company has no obligation to (i) provide any Updates, or (ii) continue to provide or enable any particular features and/or functionalities of the Application to You. You further agree that all updates or any other modifications will be (i) deemed to constitute an integral part of the Application, and (ii) subject to the terms and conditions of this Agreement.

9. Maintenance and Support. The Company does not provide any maintenance or support for the download and use of the Application. To the extent that any maintenance or support is required by applicable law, the Company, not the Application Store, shall be obligated to furnish any such maintenance or support.

10. Third-Party Services. The Application may display, include or make available third-party content (including data, information, applications, and other products services) or provide links to third-party websites or services (“Third-Party Services”). You acknowledge and agree that the Company shall not be responsible for any Third-Party Services, including their accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality or any other aspect thereof. The Company does not assume and shall not have any liability or responsibility to You or any other person or entity for any Third-Party Services. You must comply with applicable third parties’ terms of agreement when using the Application. Third-Party Services and links thereto are provided solely as a convenience to You and You access and use them entirely at your own risk and subject to such third parties’ terms and conditions.

11. Privacy Policy. The Company collects, stores, maintains, and shares information about You in accordance with the Company’s Privacy Policy: Privacy Policy – Ayr Wellness (the “Privacy Policy”). By accepting this Agreement, You acknowledge that You hereby agree and consent to the terms and conditions of the Privacy Policy.

12. Term and Termination. This license will be perpetual from the date that you first use the Application, if the license is not earlier terminated. You may terminate this license at any time by (i) deleting all instances of the Application and Documentation, and destroying the Application and any Documentation together with all copies and merged portions in any form, and (ii) certifying to Company, in writing, that all copies of the Application and Documentation have been deleted or destroyed. Your license for the Application will also terminate immediately if you fail to comply with any term or condition of this Agreement, file for bankruptcy, become insolvent, or are placed in receivership. Upon such termination, you agree to immediately (i) stop all use of the Application and Documentation, (ii) delete and/or destroy the Application and Documentation, together with all copies thereof, and (iii) certify to Company, in writing, that all copies of the Application and Documentation have been deleted or destroyed. You agree that you will not be entitled to a refund of any applicable license fee upon early termination of this Agreement.

13. Governing Law. The laws of the State of Florida shall govern the construction of this Agreement and you agree to be subject to personal jurisdiction in the State of Florida for the purposes of enforcing the provisions of this Agreement.

14. United States Legal Compliance. You represent and warrant that (i) You are not located in a country that is subject to the United States government embargo, or that has been designated by the United States government as a “terrorist supporting” country, and (ii) You are not listed on any United States government list of prohibited or restricted parties.

15. No Warranty. YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT USE OF THE APPLICATION IS AT YOUR SOLE RISK. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE APPLICATION AND ANY SERVICES PERFORMED OR PROVIDED BY THE APPLICATION ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND, AND COMPANY HEREBY DISCLAIMS ALL WARRANTIES AND CONDITIONS WITH RESPECT TO THE APPLICATION AND ANY SERVICES, EITHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES AND/OR CONDITIONS OF MERCHANTABILITY, OF SATISFACTORY QUALITY, OF FITNESS FOR A PARTICULAR PURPOSE, OF ACCURACY, OF QUIET ENJOYMENT, AND OF NONINFRINGEMENT OF THIRD-PARTY RIGHTS. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY COMPANY OR ITS AUTHORIZED REPRESENTATIVE SHALL CREATE A WARRANTY. SHOULD THE APPLICATION OR SERVICES PROVE DEFECTIVE, YOU ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR, OR CORRECTION. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATIONS ON APPLICABLE STATUTORY RIGHTS OF A CONSUMER, SO THE ABOVE EXCLUSION AND LIMITATIONS MAY NOT APPLY TO YOU. BUT IN SUCH A CASE THE EXCLUSIONS AND LIMITATIONS SET FORTH IN THIS SECTION SHALL BE APPLIED TO THE GREATEST EXTENT ENFORCEABLE UNDER APPLICABLE LAW. TO THE EXTENT ANY WARRANTY EXISTS UNDER THE LAW THAT CANNOT BE DISCLAIMED, THE COMPANY, NOT THE APPLICATION STORE, SHALL BE SOLELY RESPONSIBLE FOR SUCH WARRANTY.

16. Limitation of Remedies. UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY SHALL COMPANY, OR ITS SUPPLIERS OR RESELLERS, BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY CHARACTER INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF GOODWILL, LOST PROFITS, BUSINESS INTERRUPTIONS, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION, OR ANY AND ALL OTHER PERSONAL OR COMMERCIAL DAMAGES OR LOSSES ARISING FROM THE USE OR INABILITY TO USE THE APPLICATION (WHETHER OR NOT DUE TO ANY DEFECTS THEREIN). IN NO EVENT WILL COMPANY BE LIABLE FOR ANY DAMAGES EVEN IF COMPANY SHALL HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES OR SUCH DAMAGES WERE REASONABLY FORSEEABLE, OR FOR ANY CLAIM BY ANY OTHER PARTY. THIS LIMITATION OF LIABILITY SHALL NOT APPLY TO LIABILITY FOR DEATH OR PERSONAL INJURY RESULTING FROM COMPANY’S GROSS NEGLIGENCE OR INTENTIONAL MISCONDUCT TO THE EXTENT APPLICABLE LAW PROHIBITS SUCH LIMITATION. IN NO EVENT SHALL COMPANY’S LIABILITY EXCEED THE PURCHASE PRICE PAID BY YOU FOR OR THROUGH THE APPLICATION OR ONE HUNDRED DOLLARS ($100) IF YOU HAVE NOT PURCHASED ANYTHING FOR OR THROUGH THE APPLICATION.

17. Indemnification. You agree to defend, indemnify, and hold harmless Company, its suppliers and its resellers from and against all liabilities, costs, damages, and expenses (including settlement costs and reasonable attorneys’ fees) arising from any claims from anybody that result from or relate to your use, reproduction, or distribution of the Application, or your breach of any representation, warranty, or obligation under this Agreement.

18. Product Claims. The Company does not make any warranties concerning the Application. To the extent You have any claim arising from or relating to your use of the Application, the Company, not the Application Store, is responsible for addressing any such claims, which may include, but not limited to: (i) any product liability claims; (ii) any claim that the Application fails to conform to any applicable legal or regulatory requirement; and (iii) any claim arising under consumer protection, or similar legislation.

19. Severability. In the event any provision of this Agreement is found to be invalid, illegal, or unenforceable, the validity, legality, and enforceability of any of the remaining provisions shall not in any way be affected or impaired.

20. Entire Agreement. You further agree that this Agreement is the complete and exclusive statement of the agreement between you and Company, and supersedes all proposals or prior agreements, oral or written, and all other communications between you and Company relating to the subject matter of this agreement.

21. Changes to the Agreement. The Company reserves the right, at its sole discretion, to modify or replace this Agreement at any time. If a revision is material, the Company will provide at least 30 days’ notice prior to any new terms taking effect. What constitutes a material change will be determined at the sole discretion of the Company. By continuing to access or use the Application after any revisions become effective, You agree to be bound by the revised terms. If You do not agree to the new terms, You are now longer authorized to use the Application.

22. Acknowledgment. By downloading, installing, or using any part of this Application, you indicate that you have read this Agreement, understand it, and agree to be bound by its terms and conditions.

23. Force Majeure. Company shall not be liable hereunder for any failure or delay in the performance of its obligations under this Agreement if such failure or delay is on account of causes beyond its control, including, but not limited to, labor disputes, civil commotion, war, fires, floods, inclement weather, governmental regulations or controls, public health related orders or quarantines, casualty, government authority, strikes, or acts of God, in which event Company shall be excused from its obligations for the period of the delay and for a reasonable time thereafter.

24. Waiver. The failure or delay by Company to require performance of any provision of this Agreement does not constitute a waiver. All waivers by Company must be provided in writing and signed by Company in each instance, and a waiver in one instance does not constitute a waiver in any subsequent instance.