Just Vertical Terms and Conditions of Sale

1. ORDERS, QUOTATIONS, AND PRICING

1.1 Orders

Customer's purchase of the Products, and Services will be covered by one or more order forms agreed upon by the parties (each, an "Order"). Each Order will be in writing, signed by an authorized representative of each party and will reference these Terms. Each duly executed Order will constitute part of these Terms. In the event of any conflict between the terms contained in these Terms and the terms of an Order, the terms of these Terms will control except where expressly superseded by an Order term. No Order may be canceled by Customer without Company's written consent and cancelation may be subject to a cancelation fee.

1.2 Quotations and Pricing

If a written quotation for the Products, or Services is issued by Company, such quotation shall be regarded as provisional and may be changed at any time prior to Company's written acceptance of an Order. Company reserves the right to reject proposed Orders for any reason. The costs of packing, shipping, insurance, taxes, duties, and other related fees are not included in quoted Product prices; such costs will be quoted on a case by case basis, and are the responsibility of the Customer, and if paid by Company will be separately itemized in invoices to Customer. The publication of Company's price list does not constitute an offer to sell or license the Product, or Services at those prices.

1.3 Price Changes

Company reserves the right to change prices or institute new charges for Services at the end of each block of sold hourly support services as outlined in the order, which increase will be effective at the start of the next renewal term (if any). Customer's acceptance of a new order at the newly reflected service prices constitutes Customer's acceptance of the prices as modified by the posted changes.

2. FEES AND PAYMENT

2.1 Fees

Customer agrees to buy, lease and/or license the Products, and Services (as applicable) in accordance with these Terms. Customer will pay Company the fees applicable to the Products, and Services purchased, leased and/or licensed by Customer as set forth in the Order or as purchased by Customer or on the Company's web site. Fees for subscriptions to the Services are fixed and billed upon the date of purchase for the initial year of the Term and annually in advance upon each anniversary thereafter throughout the Term. Software subscriptions will automatically renew for additional one-year periods. Payments by Customer shall be made without set off or deductions. Customer must promptly notify Company of changes to its billing address or payment method on record. Orders are non-cancelable and all fees (including deposits) paid are non-refundable. Customer acknowledges that manufacturing of Products will not commence until Company receives the signed Order and the applicable payment.

2.2 Late Payment

If payment is not received within 14 days of the due date set forth in the applicable Order, Company may delay manufacturing and/or shipment. In addition, if payment is not received within 30 days, Company may assess, and Customer agrees to pay, a late payment charge at the rate of 1.5% per month (18% annualized) or the maximum legal rate, whichever is less, of any overdue amount from the due date to the date of receipt of payment by Company. Notwithstanding the foregoing, in the case that Customer does not submit any payment within 90 days of its due date, Company may, in its sole discretion, cancel the Order, in addition to any and all other remedies available to Company. Customer agrees to timely pay all costs of collection, including without limitation reasonable attorney's fees, incurred in the collection of payment in connection with any Order. Customer acknowledges that shipment will not occur until Company receives full payment.

2.3 Taxes

The amount of any valid sales, use, excise or other similar tax that is attributable to Customer's purchase, lease or license of the Products, or Services under an Order will be paid by Customer. Where applicable, Company will invoice Customer for any such taxes. In the event that Customer is exempt from the payment of the taxes described in this section, Customer will provide Company with a valid tax self-assessment or exemption certificate acceptable to the taxing authorities. Any certificate of exemption or similar document or proceeding required to exempt the sale of Products, or Services from sales or use tax liability shall be obtained by Customer, at its expense.

3. INTELLECTUAL PROPERTY RIGHTS

3.1 Ownership

Customer acknowledges that as between Company and Customer, all patent, copyright, trademark and other intellectual property rights in the Products, and Services, any ideas, inventions, techniques or other developments, including any derivative works, customizations, improvements or enhancements, resulting from the provision of the Products, Software or Services to Customer ("Developments"), and any documentation related to any of the foregoing made available to Customer, are and shall remain exclusively vested in Company and nothing in these Terms or any Order shall be construed as granting to Customer any ownership rights, any right of manufacture of the Products or, other than as expressly set forth in these Terms, any other rights to such intellectual property rights. In any cases where Customer supplies any designs or specifications for Developments to Company, Customer warrants that such manufacture will not infringe the intellectual property rights of Company or any third party and will indemnify, hold harmless, and defend Company harmless from and against all Losses incurred by Company in connection with any third-party infringement claims arising therefrom. If Customer has or acquires any intellectual property rights in or to the Products or Software or any Developments (including any designs or specifications for Developments provided by Customer to Company), Customer hereby assigns to Company all such intellectual property rights. To the extent any such intellectual property rights cannot be assigned to Company under applicable law, Customer hereby grants to Company a worldwide, perpetual, irrevocable, royalty-free, transferable and sublicensable license to use, copy, reproduce, modify, develop, creative derivative works of, promote, sell, distribute, make, have made or otherwise exploit such intellectual property rights.

3.2 No Publicity

Customer agrees not to use the name or marks of, refer to, or identify Company or any of its affiliates in any publicity releases, interviews, promotional or marketing materials, public announcements, testimonials or advertising without the prior written approval of Company (which approval a party may withhold in Company's sole discretion), except that no such written approval is required to the extent any such disclosure is required by law. "Just Vertical" is a trademark of the Company and accordingly any use or representation thereof without Company's prior written consent, other than that expressly permitted by these Terms or any Order, is hereby prohibited.

4. CUSTOMER RESPONSIBILITIES AND USAGE RESTRICTIONS

4.1 Use of Products

Customer shall be responsible for providing all electricity, water and other utilities, and suppliers necessary or appropriate for the use and operation of the Product.

4.2 Usage Restrictions

Customer will not and will not permit others to: (a) attempt to derive the source code, structure, algorithms, or ideas underlying the Products; (b) copy, translate, or prepare derivative works of any content or screen shots accessible via the Products, Software or Services or bypass, delete, or disable any copy protection or security mechanisms associated with the Products or Software; (c) alter, remove, obscure, or destroy any notice of any copyright, trademark, trade name, service mark, logo, or other intellectual property or proprietary right designation placed upon the Products or any related documentation or other Company materials; or (d) use the Products, Software or Services in a manner that violates any statute, law, rule, regulation in place at the time of such use, or in any manner not expressly authorized by these Terms.

4.3 Use of Data

Customer agrees that it will not sell, license, disclose or otherwise distribute any data, or assist any third party with respect to the foregoing, resulting from use of the Products or Services, unless expressly authorized, pursuant to a written addendum to these Terms signed by Company. Customer agrees not to collect or otherwise use any data or information of any kind generated from the Products, Software and/or Services except in connection with the Products and/or Services without the prior written consent of Supplier.

5. DELIVERY AND RISK OF LOSS

5.1 Risk of Loss

Delivery of Products shall be to the Customer location set forth in the applicable Order or a storage facility near a Customer location if the Customer location is not available, EXW Company's dock (Incoterms 2020), freight prepaid upon transfer to a common carrier, unless otherwise stated in an Order. When the Products leave Supplier's dock, (a) risk of loss or damage to the Products shall pass to Customer, and (b) Title to the Products shall pass to the Customer. In the event the Products are delivered to a storage facility the Customer will be responsible for all costs and liabilities in connection with moving the Products to its location.

5.2 Delivery

Unless Company receives specific shipping instructions from Customer in writing, Company will exercise its discretion in selecting the method of shipment and the carrier. Company or its representative may make partial deliveries. In light of the complexities of the manufacturing and shipping processes, Company cannot guarantee delivery dates, but Company will use commercially reasonable efforts to meet scheduled delivery dates. If Customer elects for Company to arrange shipping and delivery, Company requires thirty (30) days lead time from the date of payment for shipping to coordinate delivery of Products. In such an event, shipping and delivery costs will be invoiced separately from the Products, and Software (as applicable). If Customer is unable to accept delivery within 30 days of final payment, Customer will promptly reimburse Company for all costs of storage, to be billed at a separately rated amount of up to $500 USD per month per container farm. Billing will commence on the 1st of the month preceding 30 days from final payment date, regardless of payment status. Storage billing will cease only once delivery is initiated. Customer will bear full responsibility for all necessary site preparations and for installation of the Products at Customer's site. Company will assist in this preparation to the extent reasonably possible. Without limiting Customer's rights pursuant to the warranty set forth below, the Products will be deemed accepted when they depart the Supplier's dock. No shipments will be made until all terms have been met and payments received under these Terms and the applicable Order.

6. CONFIDENTIALITY

Customer acknowledges that, in connection with these Terms, any Order and its relationship with Company, Customer may obtain information relating to the Products, Software and/or Services, or to Company itself, which is of a confidential and proprietary nature ("Confidential Information"). Such Confidential Information includes, but is not limited to, trade secrets, know-how, inventions, techniques, processes, programs, schematics, the Software, software documentation, data, customer lists, financial information, intellectual property, growth strategy, and sales and marketing plans and information. Customer agrees and acknowledges that the internal design of the Products and Software is the Confidential Information of Company. Customer shall at all times keep in trust and confidence all such Confidential Information, and shall not use such Confidential Information other than as expressly authorized by the Company under these Terms or an Order, nor shall Customer disclose any such Confidential Information to any third party without Company's written consent. Customer shall limit the disclosure of the Confidential Information to the employees of the Customer who have a need to know and are hereby bound by the same or no less restrictive Confidential Information restrictions and provisions as those applicable to Customer hereunder.

7. TERM AND TERMINATION

7.1 Term

The term of Customer's subscription to the Product and Services, and any applicable renewal terms, will be set forth in the applicable Order. Unless terminated earlier as provided in these Terms, these Terms will become effective between Customer and Company as of the effective date set forth in the first Order executed by the parties, and remain in effect for so long as any Orders are in effect between Customer and Company (the "Term").

7.2 Termination and Default

If Customer breaches any of these Terms or the terms of an Order (including non-payment of amounts due), Customer shall cure or remedy said breach within thirty (30) days following its written notice of such breach from Company. If Customer fails to cure such breach within said cure period, Company may, without limiting its other legal or equitable remedies, terminate or suspend the applicable Order or the applicable Services or Software subscription thereunder.

7.3 Effect of Termination

Upon termination or expiration of these Terms, all licenses granted to Customer herein will terminate, and Customer will cease all use of the Services. Notwithstanding any termination or expiration of these Terms, Sections 2, 3, 5, 6, 7.3, 8, 9 (for the periods set forth therein), 10, 11 and 12 will survive any expiration or termination of these Terms.

8. CUSTOMER INDEMNITY

Customer will indemnify, hold harmless, and defend Company and its officers, directors, employees, agents, affiliates, successors and permitted assigns (collectively, "Company Indemnified Parties") against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys' fees ("Losses") resulting from third-party claims made or brought against the Company Indemnified Party arising out of or in connection with Customer's acts and omissions.

9. WARRANTY

9.1 Limited Warranty

Just Vertical Incorporated. warrants to Customer that, for a period of (1) year after delivery of such Product to Customer, the Farms components will then be subject to the limitations on third-party component warranties and exceptions set forth below. The Farm is comprised of certain Company original components and a number of third-party components, as detailed below.

9.2 Company Original Components Warranty

Company further warrants to Customer that the growing technology, growing pots, the custom mounting brackets in the container, and the mounting hardware in the container (collectively, "Company Original Components") are free from material defects in materials or workmanship for a period of (1) year from delivery of the Farm to Customer.

9.3 Third Party Components Warranties

All components of the Products, other than the Company Original Components, are third-party components ("Third Party Components"), including without limitation all software, pumps, tanks, lights, monitoring equipment, HVAC, and other parts. With regard to Third Party Components, Company will pass through to Customer any transferable warranties, indemnities and remedies applicable to such Third Party Components, as provided to Company by the manufacturer of the applicable Third Party Components, including any warranties and indemnities for intellectual property infringement. Company will provide Customer with Product documentation which includes documentation of all third party warranties applicable to the Container Farm. The System Warranty applies only where the Third Party Components are operating in accordance with their manufacturer's specifications. Other than the System Warranty, Company makes no warranties with respect to Third Party Components.

9.4 Customer Notice

Customer must give notice of warranty failure within a reasonable period of time during the warranty period. Any failure to provide notice of a warranty claim by the sooner of the following shall be a waiver of such warranty claim: (a) thirty (30) days after the date of the defect, and (b) the end of the applicable warranty period.

9.5 Warranty Exclusions

The warranties in this Section 9 do not apply to any claims resulting from: (a) normal wear and tear; (b) failure to apply, install or maintain the Products or its components according to the published Company instructions and guidelines; (c) Customer's or a third party's abuse, neglect, misuse, misapplication or accident, or failure to exercise due caution in cleaning, maintenance or operation, of the Products; (d) Customer's or a third party's alteration or modification of the Products; (e) interoperation or combination with third-party hardware or software not provided by Company; (f) substitution of any unauthorized non-Company components for use in place of Company components in the Products, including without limitation work surfaces, growing equipment, lights, pumps and tanks; (g) failure of Customer to provide a suitable operating environment for the Products; or (h) use of the Products in violation of these Terms. Without limiting the foregoing exclusions, no warranty is provided herein for any consumables or variations in surface materials.

9.6 Warranty Disclaimers

Company is not obligated to provide service, upgrades, updates, improvements, or enhancements to the Products, or Services beyond those expressly set forth herein or in an Order. Before or after acceptance of an Order, Company may, without approval from or notice to Customer, make changes to the Products, or Services that do not adversely affect their performance or function. Except for the warranties set forth in this Section 9, to the extent permitted by applicable law, company, its suppliers, licensors and representatives expressly disclaim all warranties, express or implied, in fact or by law, including without limitation any implied warranty of merchantability, quality, fitness for a particular purpose and non-infringement, samples previously provided, security (of connection, access or data, or course of dealing). Without limiting the foregoing, Company does not warrant that any software or products used are error-free, will operate without interruption or is compatible with all equipment and software configurations.

9.7 Exclusive Remedy

Customer's exclusive remedy for breach of Section 9.1 or Section 9.2 will be repair or replacement of the defective portion thereof or a refund to Customer in Company's sole discretion. Parts or components may be replaced as deemed necessary solely in Company's discretion, with the returnable part or components becoming the property of Company. The warranties and remedies herein apply only to the Container Farm delivered to customers in Canada or the United States of America and are exclusive, non-transferable and effective only with respect to the original purchaser of the Container Farm. The warranty for use out of the United States or Canada will be set forth in an Order.

10. DISCLAIMER AND LIMITATION OF LIABILITY

10.1 Disclaimer

Customer agrees that in no event will Company or its suppliers, licensors, or representatives be liable to Customer or anyone else, for indirect, special, incidental, punitive, or consequential damages or for lost profits or revenue, loss of use or cost of recovery of the Products or Software or related materials, loss of data, even if advised of the possibility of such damages, regardless of the form of action, whether contract, tort (including negligence), strict product liability, or otherwise. Customer acknowledges that results may vary and agrees that in no event will Company or its suppliers, licensors, or representatives be liable to Customer for improper or incorrect use of the Products, Software or Services in growing, harvesting, buying, selling and/or consuming crops.

10.2 Limitation of Liability

Customer agrees that in no event shall Company's aggregate liability arising in connection with these Terms or any Product, Software or Service, from all causes of action of any kind, exceed the purchase price actually paid by Customer to Company under the applicable Order in respect of such Product, or Service, as applicable. Customer acknowledges that the foregoing limitations in this Section 10 are an essential element of these Terms and that in the absence of this Section 10, the pricing and other terms herein would be substantially different.

11. FORCE MAJEURE AND ALLOCATION

If either party's performance under these Terms (except payment of monies due) is prevented, restricted, or interfered with by reason of casualty, accident, fire, strikes or labor disputes, terrorist acts, inability to procure materials or components, power or supplies, war or other violence, pandemics, epidemics and quarantine restrictions, compliance with any law, order, proclamation, regulation, ordinance, demand or requirement of any government agency or intergovernmental body (including, without limitation, those related to infringement), production delays, or any other act, circumstance, or condition whatsoever beyond such party's or its suppliers' or licensors' reasonable control, the party whose performance is prevented, restricted, or interfered with, upon notice to the other party, shall be excused from such performance to the extent of such prevention, restriction, or interference. Company may allocate its available supply of Products among any or all of its customers, including the internal requirements of Company and its affiliates, on such basis as it may deem fair and practical, without liability for any failure to comply with the provisions of these Terms.

12. GENERAL TERMS

12.1 Export

The Products and Services may be subject to Canada export control laws, including the various Canadian Export Regulatory bodies, acts, and its associated regulations, and may be subject to export or import regulations in other countries. Customer must comply strictly with all such regulations that are now or later in effect. Customer certifies that it will not export or re-export the Products or Services furnished within the Contract unless it complies fully with all laws and regulations relating to such export or re-export, including but not limited to the customs and export control laws and regulations of Canada and the country in which the Products or Services are received. Customer acknowledges that it is Customer's sole responsibility to comply with and abide by those laws.

12.2 Modifications

These Terms and any Order may only be modified by a written amendment or agreement signed by authorized representatives of Company and Customer. Any and all proposed modifications to Products and Services contained in an Order must be approved by Company and added as an exhibit to the Order.

12.3 Publicity

Company will notify Customer prior to including Customer in any publicity or marketing. If Customer does not object within 5 days, Customer will be deemed to have approved such activity.

12.4 Severability

If any provision of these Terms or any Order is found to be unenforceable, the remaining provisions shall remain in full force and effect, and any unenforceable provision shall be replaced by a legally effective provision that comes as close as possible to the purpose of the unenforceable provision.

12.5 Environmental

Customer shall be solely responsible, and Company shall have no responsibility, for (a) properly disposing of wastes, spent materials, and other materials constituting or used in connection with the Products, or (b) personal injury or property damage resulting from or alleged to result from the improper use of the Products or the use of non-Company authorized materials in conjunction with the Products, including, without limitation, material introduced into the Products by Customer.

12.6 No Waiver

Failure on any occasion by either party to enforce any term of these Terms or any Order shall not prevent enforcement on any other occasion. If any provision of these Terms or any Order is held by a court of law to be legally unenforceable, all other provisions shall remain in full force and effect.

12.7 Notices

All notices and other communications having material impact or effect on these Terms or any Order shall be in writing and shall be sent by email or registered mail (with proof of response) to the parties' respective addresses set forth on the applicable Order, subject to the right of either party to change its address by written notice to the other party.

12.8 Governing Law

These Terms and all Orders are made in, governed by and shall be construed in accordance with the laws of the Province of Ontario, Canada without reference to its principles of conflict of laws to the extent such principles would apply to the laws of any other jurisdiction. Customer consents to the exclusive personal jurisdiction and venue of the courts of the Province of Ontario for all litigation which may be brought with respect to or arising out of the terms of and the transactions and relationships contemplated by these Terms and any Order. The parties hereby expressly disclaim the application of the United Nations Convention on Contracts for the International Sale of Products.

12.9 Entire Agreement

These Terms and any Orders, together with any exhibits and schedules hereto or thereto, constitute the exclusive agreement between Company and Customer for the sale of the Products, Software and Services, and supersede all previous agreements, understandings and communications between the parties, whether oral or written. Any additional, contradictory, or different terms or conditions proposed by Customer shall be void and of no effect unless Company specifically identifies and accepts such terms and conditions in writing. Agents and sales representatives of Company have no authority to make any representation that is not included here or is different or contradictory to what is included herein, and Customer should not rely upon any such representation.

12.10 Assignment

Neither these Terms nor any Order is assignable in whole or part by Customer without Company's prior written consent. Any assignment in violation of the foregoing shall be null and void ab initio. These Terms and any Orders shall be binding on each party's successors and assigns.

12.11 Equitable Remedies

Customer recognizes and agrees that Customer's breach of these Terms or any Order may cause irreparable injury to Company for which it may not have an adequate remedy at law, and that any actual or threatened breach of these Terms or any Order will entitle Company to seek immediate injunctive relief prohibiting such breach without posting bond, in addition to any other rights and remedies available to Company at law or in equity.