Effective Date: October 1, 2022

Last Updated: January 15, 2026

Welcome to Apex Arboretum Inc. dba Upstate Elevator Dispensary.

THESE TERMS CONTAIN A MANDATORY ARBITRATION PROVISION THAT REQUIRES YOU TO ARBITRATE CLAIMS YOU MAY HAVE AGAINST UPSTATE ON AN INDIVIDUAL BASIS, MEANING YOU CANNOT BRING CLAIMS AGAINST UPSTATE IN COURT, AND CONFIRMS YOUR AGREEMENT TO A CLASS ACTION WAIVER IN ARBITRATION. PLEASE READ IT CAREFULLY AS IT IMPACTS YOUR LEGAL RIGHTS.

Please read these Terms and Conditions (“Terms”) carefully prior to using the websites, mobile sites, applications, or associated products, software, or any loyalty program (“Program”) and/or other services, events, or programs (collectively, the “Services”) owned and operated by Apex Arboretum Inc. dba Upstate Elevator Dispensary (“Upstate”, “us”, “our”, or “we”) and its affiliates (“Affiliates”) (collectively, the “Sites”). References to “you” and “your” refer to you, a user of the Sites. 

The Sites and Services provide products, software, and other resources related to products and Services available at Upstate’S retail store or via e-commerce and other general information regarding the cannabis industry. Your use of the Sites and any features on the Sites, or participating in any Services, are subject to these Terms, which we may update from time to time. By accessing the Sites in any way, including, without limitation, browsing the Sites, using any information on the Sites, submitting information to Upstate via the Sites, and/or participating in any Services, you agree to and are bound by these Terms, and you acknowledge that information you provide or that we collect about you will be processed as described in our Privacy Policy. Certain features of the Sites may be subject to additional guidelines, terms, or rules, which will be posted on the Sites in connection with such features. All such additional terms, guidelines, and rules are incorporated by reference into these Terms. If you do not agree to these Terms, do not use the Sites or participate in any Services. Upstate provides the Sites and Services for use only by persons located within the United States. Upstate makes no representation that the Sites or their content is appropriate or available for use in locations outside the United States.

Cannabis remains a Schedule I drug. The cultivation, processing, sale, and possession of cannabis and products containing cannabis, the manufacture, sale, and possession of cannabis paraphernalia, and advertising the sale of cannabis, cannabis products and cannabis paraphernalia are illegal under the federal laws of the United States and certain state laws. You are responsible for complying with the applicable laws regarding cannabis. All Upstate cannabis products are intended for personal use only in the jurisdiction in which they are sold. Products sold by Upstate are not intended for resale or interstate transport.

The Sites and the materials on the Sites, including Upstate Content (defined below) have been prepared by Upstate for informational purposes only and Upstate makes no claims with respect to the use or consumption of any Upstate products. Do not act upon this information without seeking guidance from an attorney, medical professional, or other applicable, qualified professional. The information on the Sites is not intended to provide medical nor legal advice. Information on the Sites is not intended to assess, diagnose, nor specifically treat any individual’s medical problem(s) or concerns. Information on the Sites is also not intended to provide legal advice in relation to the cannabis industry nor any other industry.

Do not operate vehicles or dangerous equipment while under the influence of cannabis. If you are pregnant or may be pregnant, breastfeeding, suffering from a known health condition, or taking any prescription medications, you should consult your physician or other health care professional prior to using cannabis. These statements have not been evaluated by the Food and Drug Administration. None of the products made available by Upstate are intended to diagnose, treat, cure, or prevent any disease. You acknowledge and agree that no partnership is formed through these Terms or your use of the Sites or participation in any Services and that neither you nor Upstate has the power or the authority to obligate or bind the other.

Content on the Sites that is provided by Upstate and its licensors, including, but not limited to, certain graphics, photographs, images, screen shots, text, digitally downloadable files, audio, videos, trademarks, logos, product and program names, slogans, and the compilation of the foregoing (“Upstate Content”) is the property of Upstate and its licensors, and is protected in the U.S. and internationally under state and federal trademark, copyright, and other intellectual property laws.

You agree not to download, display, or use any Upstate Content located on the Sites for any publications, in public performances, on websites other than the Sites for any other commercial purpose, in connection with products or services that are not those of Upstate, in any other manner that is likely to cause confusion among consumers, that disparages or discredits Upstate and/or its licensors, that dilutes the strength of Upstate’s or its licensor’s property, or that otherwise infringes Upstate’s or its licensors’ intellectual property rights. You further agree to in no other way misuse any Upstate Content.

By entering and/or using the Sites you acknowledge and agree that any name, logo, trademark, or service mark contained on the Sites and all Upstate Content is owned or licensed by Upstate and may not be used by you without prior written approval. Nothing contained in the Sites shall be construed as granting a license or other rights under any patent, trademark, copyright, or other intellectual property of Upstate.

We attempt to ensure that information provided through the Sites, including Upstate Content, is complete, accurate, and current. Except as prohibited by applicable law, we make no representation as to the completeness, accuracy, or currency of any information provided through the Sites. Upstate shall not be responsible for any errors or omissions on the Sites; however, when we discover an error we will endeavor to correct it as soon as possible and notify any customers who we are aware are materially impacted. We reserve the right to amend errors or to update product information at any time without prior notice.

The Sites may provide you with pricing for products that are carried by us both in the dispensary/at the retail establishment and/or online. The prices displayed (in U.S. dollars) for products available for purchase via the Sites may only represent the applicable retail prices, and may not consist of taxes, delivery fees, or other applicable charges. Before you complete an order, all such applicable charges will be provided to you. The pricing shown to you through use of the Sites may only be good for purchases made through the Sites and may differ from in-store/dispensary pricing.

Please note that the current price for and availability of a product may differ from the price displayed when the product was first placed in your shopping cart. Price and availability information is subject to change without notice.

The Sites may display, include, or make available coupons, special offers, promotional codes, giveaways, samples, and other offers from Upstate (“Deals”). Upstate displays these Deals on the Sites as a form of advertisement. All Deals may be subject to additional terms, conditions, or restrictions under applicable law, regardless of whether such additional terms, conditions or restrictions are expressly included on the Sites.

The Sites may consist of features or links to third party sites permitting you to place an order with us for either pick-up at one of our dispensaries/retail establishments. All orders are subject to acceptance by us, and we will confirm such acceptance in a communication to you. Not all products shown on the Sites are available in our dispensaries/retail establishments, as some products can only be found online.

Prior to pick-up, we reserve the right, without prior notice, to cancel or limit the order quantity on any product or service and/or to refuse service to any user. For example, we may limit or prohibit orders that, in our sole judgment, appear to be placed in violation of these Terms or applicable law, are processed as a result of any fraudulent or misleading activity, or are placed by dealers, resellers, or distributors. In the event we make a change to or cancel an order, we will attempt to notify you by contacting the contact information provided at the time the order was made. We also may require verification of information prior to the acceptance and/or delivery of any order.

In order to use certain features of the Sites (e.g., to use any e-commerce related services) or participate in the Services, you may be required to create one or more Account(s) with Upstate (“Account(s)”) and provide certain information about yourself. You represent and warrant that all registration information you submit is truthful and accurate, and that you will maintain the accuracy of such information at all times. You may not create more than one Account(s) per Account(s) type.

You agree that you are solely responsible for maintaining the confidentiality of your Account(s) login information and are fully responsible for all activities that occur under your Account(s). You agree to immediately notify Upstate of any unauthorized use, or suspected unauthorized use, of your Account(s) or any other breach of security. Upstate cannot and will not be liable for any loss or damage arising from your failure to comply with the above requirements.

Upstate may suspend or terminate access to your Account(s) in its sole and absolute discretion. In the case that your Account(s) is terminated, these Terms shall remain, to the extent applicable, in full force and effect.

Any time you access or use the Sites or participate in the Services, you are required to comply with our User Conduct Guidelines, as set forth below. You are not authorized to access or use the Sites:

• to systematically retrieve information or content to create or compile, directly or indirectly, in single or multiple downloads, a collection, compilation, database, directory or the like, whether by manual methods, through the use of bots, crawlers, or spiders, or otherwise;
• if you are not able to form legally binding contracts (for example, if you are under 18);
• if you are a person barred from receiving our products or Services under the laws of the United States or other applicable jurisdiction; or
• for any other purposes that are not expressly permitted by these Terms.
• Further, you may not:
• access, copy, distribute, share, publish, use, or store any Upstate Content for purposes that are inconsistent with our Privacy Policy, or otherwise violate the privacy rights or any other rights of other users or any other third party, including by disclosing, selling, renting, distributing, or exposing any Upstate Content to a third party, using it for marketing purposes, or otherwise using it for any purposes unrelated to the Sites or Services;
• access, copy, distribute, share, publish, use or store, or prepare derivative works from any Upstate Content or content that belongs to another user or to a third party, including works covered by any copyright, trademark, patent, or other intellectual property right, except with prior express permission of the person or entity holding the rights to license such use;
• circumvent our systems and policies, including by attempting to access or use the Sites or Services if you have been temporarily or permanently prohibited or blocked from using the Sites or Services;
• access, search, collect information from, or otherwise interact with the Sites by “scraping,” “crawling” or “spidering” the Sites, by the use of any software, device, script or robot, or by any other means (automated or otherwise) other than through the currently available, published interfaces that are provided by Upstate, unless you have been specifically authorized to do so in a separate agreement with Upstate;
• use, display, mirror or frame the Sites, or any feature, functionality, tool or content of the Sites or Services, Upstate’s name, any Upstate trademark, logo or other proprietary information, without Upstate’s express written consent;
• interfere with, disrupt, damage or compromise the Sites, Services, or our systems or the access of any user, host or network in any way, including through the use of viruses, cancel bots, Trojan horses, harmful code, flood pings, denial-of-service attacks, backdoors, packet or IP spoofing, forged routing or electronic mail address information or similar methods or technology or by overloading, flooding, spamming, mail-bombing the Sites, or otherwise imposing an unreasonable or disproportionately large load on the Sites;
• access, tamper with, or use non-public areas of any of the Sites, Services, Upstate’s computer systems, or the technical delivery systems of Upstate’s providers;
• probe, scan, or test the vulnerability of any system or network of Upstate or its providers, or breach or circumvent any security or authentication measures of such system or network;
• avoid, bypass, remove, deactivate, impair, descramble, or otherwise circumvent any technological measure implemented by Upstate or any of Upstate’s providers or any other third party to protect the Sites;
• forge any TCP/IP packet header or any part of the header information in any e-mail or posting, or in any way use the Sites to send altered, deceptive or false source-identifying information;
• attempt to decipher, decompile, disassemble or reverse engineer any of the code or software used to provide the Sites;
• export or re-export the Sites, except in compliance with the export control laws and regulations of any relevant jurisdictions;
• post reviews on the Sites or Services or any of Upstate’s social media pages or channels that are not based on your own personal experiences, not factual in nature, or based on secondhand, nonpersonal experience;
• resell for commercial purposes products purchased through use of the Sites or Services or resell or make commercial use of the Sites, Services, or Upstate Content;
• violate any federal, state or local laws, rules or regulations or infringe the rights of any third party, including, any intellectual property, privacy or publicity-related rights in connection with your access to or use of the Sites or use of the Services;
• otherwise abuse the Sites or Services or breach the Terms; or
• attempt to do any of the foregoing, or advocate, encourage or assist any third party in doing any of the foregoing.
• You represent, warrant, and agree that you shall comply with the above User Conduct Guidelines. In addition to any remedies that we may have at law or in equity, if we determine, in our sole discretion, that you have violated or are likely to violate the foregoing prohibitions, we may take any action we deem necessary to cure or prevent the violation, including without limitation, the immediate removal of your information or related materials from the Sites and/or Services and termination of your Account(s).

We welcome and encourage you to provide feedback, comments, ideas, and suggestions for improvements, enhancements, and modifications to the Sites and/or Services, which may include text, photos, audio, code, forms and agreements, files, videos, images, and other materials (“User Content”). You may submit User Content by messaging us, or contacting us via the contact information provided below. You acknowledge and agree that all User Content you give us (i) will be treated as non-confidential, and (ii) will be the sole and exclusive property of Upstate. Without limiting the foregoing, you acknowledge that your User Content may be disseminated or used by Upstate for any purpose whatsoever, including developing, improving and marketing products. You hereby irrevocably transfer and assign to Upstate all of your rights, title, and interest in and to all User Content, including all worldwide patent, copyright, trade secret, moral and other proprietary or intellectual property rights therein, and waive any moral rights you may have in such User Content.

You agree to sign and deliver such documents, and otherwise provide such assistance, as may reasonably be required from time to time to perfect Upstate’s rights in such improvements, enhancements and modifications.

In addition to the User Conduct Guidelines above, your User Content may not:

• infringe on any rights of any third party, including without limitation any copyrights, trademarks, privacy rights, publicity rights, contract rights, trade secrets, or any other intellectual property or proprietary rights;
• violate any law, statute, ordinance, or regulation;
• be defamatory, libelous, slanderous, or threatening;
• contain offensive language or images, including sexually explicit content that is pornographic, obscene, harmful to minors, or constitute violations of child pornography or child sexual exploitation laws;
• denigrate any ethnic, racial, sexual, or religious group by stereotypical depiction or otherwise;
• exploit images or the likeness of any individual other than yourself (except where you have obtained express permission from such other individual(s) for such exploitation);
• promote physical harm of any kind against any individual or group or characterize violence as acceptable, glamorous, or desirable;
• provide instructional information about illegal activities; or
• contain any viruses or other programming routines that may detrimentally interfere with computer systems or data, whether those of Upstate or any third party.

When you use the Sites, participate in the Services, or send e-mails, messages (e.g., via our chatbot feature), and other communications from your desktop or mobile device to us, you are communicating with us electronically. You consent to receive communications from us (e.g., newsletters and updates) including via e-mail, text messages, phone calls, social media, and push notifications at the email address or telephone number (including mobile number) you provided. You agree that all agreements and consents can be signed electronically and all notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such notices and other communications be in writing.

We may send and receive (recurring) text messages through cellular telephone operators or other networks, and the level of reliability may vary. Consent to receive such a message is not required as a condition of purchasing any goods or Services. We are not responsible for the timeliness or final delivery of text messages, as that is outside our control and is the responsibility of the cellular telephone operator or other networks. Your carrier may charge standard messaging, data, and other fees, and you are responsible for those charges. Notwithstanding the foregoing, we will use your mobile number in accordance with our Privacy Policy. Please read our Privacy Policy to learn more about our communications practices.

IF YOU WISH TO OPT OUT OF MARKETING EMAILS FROM US, YOU CAN UNSUBSCRIBE BY FOLLOWING THE UNSUBSCRIBE OPTIONS IN THE MARKETING EMAIL ITSELF. IF YOU WISH TO OPT OUT OF TEXT MESSAGES FROM US, YOU CAN DO SO BY TEXTING THE APPLICABLE KEYWORD PROVIDED IN THE TEXT MESSAGE(S), FROM THE MOBILE DEVICE RECEIVING THE MESSAGES. You understand and agree that you may continue to receive communications from us while we process your opt-out requests, and you may also receive a communication confirming the receipt of your opt-out requests.

We reserve the right, at any time in our sole discretion and without notice to you, to modify, suspend or discontinue the Sites, the Services, and Upstate Content. We may also impose rules for and limits on use of the Sites or restrict your access to all or part of the Sites or Services without notice or penalty. You agree that, to the fullest extent allowed by applicable law, we will not be liable to you or to any third party for any modification, suspension, or discontinuance of the Sites, the Services, or Upstate Content.

These Terms will survive any termination, discontinuation, or cancellation of the Sites, Services, or your Account(s).

You represent and warrant to Upstate that you have the power and authority to accept and agree to these Terms, and you own or control all of the rights necessary to grant the rights and licenses granted herein.

BY ENTERING AND/OR USING THE SITES OR PARTICIPATING IN THE SERVICES YOU ACKNOWLEDGE AND AGREE THAT THE INFORMATION AND SERVICES ARE PROVIDED ON AN “AS IS, AS AVAILABLE” BASIS. NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THOSE OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT, ARE MADE WITH RESPECT TO THE SITES, SERVICES, OR ANY INFORMATION OR SOFTWARE THEREIN OR PROVIDED IN CONNECTION THEREWITH (INCLUDING BUT NOT LIMITED TO Upstate CONTENT), OR ANY WARRANTIES AS TO THE RELIABILITY OR AVAILABILITY OF THE SITES, SERVICES OR THE UPSTATE CONTENT, THAT USE OF THE SITES OR SERVICES WILL BE UNINTERRUPTED OR ERROR FREE, OR WARRANTIES AS TO THE COMPLETENESS, ACCURACY OR TIMELINESS OF ANY UPSTATE CONTENT.

YOU ACKNOWLEDGE AND AGREE THAT, TO THE MAXIMUM EXTENT NOT PROHIBITED BY LAW:

• YOUR USE OF THE SITES AND SERVICES ARE AT YOUR OWN RISK;
• YOU ARE SOLELY RESPONSIBLE FOR, AND ASSUME ALL RISKS RELATED TO, THE PROPER AND SAFE HANDLING, STORAGE, USE AND CONSUMPTION OF ALL PRODUCTS SOLD OR DISTRIBUTED THROUGH THE SITES OR SERVICES. YOU ARE ALSO SOLELY RESPONSIBLE FOR KNOWING ABOUT ANY ALLERGIES YOU MAY HAVE AND VERIFYING PRODUCTS AND THEIR CONTENTS BEFORE HANDLING, PREPARING, USING OR CONSUMING SUCH PRODUCTS. YOU ARE RESPONSIBLE FOR READING AND UNDERSTANDING ALL WARNING LABELS THAT ACCOMPANY ANY PRODUCTS;
• UNDER NO CIRCUMSTANCE (INCLUDING NEGLIGENCE), SHALL UPSTATE OR ANY OF THE PARTIES INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE SITES OR SERVICES BE LIABLE FOR ANY INCIDENTAL, SPECIAL, CONSEQUENTIAL, INDIRECT, OR PUNITIVE DAMAGES, OR ANY OTHER LOSSES, COSTS, OR EXPENSES OF ANY KIND (INCLUDING LEGAL FEES, EXPERT FEES, OR OTHER DISBURSEMENTS) WHICH MAY ARISE, DIRECTLY OR INDIRECTLY, FROM THE SERVICES OR THROUGH THE ACCESS TO, INABILITY TO ACCESS, USE OF, OR BROWSING OF THE SITES OR THROUGH YOUR DOWNLOADING OF ANY Upstate CONTENT OR OTHER MATERIALS, DATA, TEXT, IMAGES, VIDEO OR AUDIO FROM THE SITES, INCLUDING BUT NOT LIMITED TO ANYTHING CAUSED BY ANY VIRUSES, BUGS, HUMAN ACTION OR INACTION OR ANY COMPUTER SYSTEM, PHONE LINE, HARDWARE, SOFTWARE OR PROGRAM MALFUNCTIONS, OR ANY OTHER ERRORS, FAILURES OR DELAYS IN COMPUTER TRANSMISSIONS OR NETWORK CONNECTIONS EVEN IF UPSTATE HAS BEEN ADVISED OF SUCH INCIDENTS; AND
• UPSTATE IS NOT RESPONSIBLE FOR ANY DAMAGES WHATSOEVER THAT RESULT FROM MISTAKES, OMISSIONS, INTERRUPTIONS, DELETION OF FILES, ERRORS, DEFECTS, DELAYS IN OPERATION OR TRANSMISSION, OR ANY FAILURE OF PERFORMANCE WHETHER OR NOT CAUSED BY EVENTS BEYOND Upstate’S REASONABLE CONTROL, INCLUDING BUT NOT LIMITED TO FORCE MAJEURE EVENTS (DEFINED HEREIN), COMMUNICATIONS LINE FAILURE, THEFT, DESTRUCTION, OR UNAUTHORIZED ACCESS TO THE SERVICES OR SITES’ RECORDS, PROGRAMS, OR SERVICES.
• SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES; AS A RESULT, THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. IN THE EVENT THAT THE FOREGOING LIMITATION OF LIABILITY IS DETERMINED BY A COURT OF COMPETENT JURISDICTION TO BE UNENFORCEABLE, UPSTATE’S AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS SHALL BE LIMITED TO ONE HUNDRED U.S. DOLLARS (US$100).

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, YOU, ON BEHALF OF YOURSELF AND YOUR HEIRS, EXECUTORS, ADMINISTRATORS, LEGAL AND PERSONAL REPRESENTATIVES, HEREBY RELEASE, WAIVE, ACQUIT, AND FOREVER DISCHARGE APEX ARBORETUM INC. DBA UPSTATE ELEVATOR DISPENSARY, AND ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AFFILIATES, AND SERVICE PROVIDERS (COLLECTIVELY, “UPSTATE”), FROM AND AGAINST ANY AND ALL CLAIMS, DEMANDS, CAUSES OF ACTION, DAMAGES, LOSSES, LIABILITIES, COSTS, AND EXPENSES OF ANY KIND, WHETHER KNOWN OR UNKNOWN, SUSPECTED OR UNSUSPECTED, FORESEEABLE OR UNFORESEEABLE, THAT YOU HAVE OR MAY HAVE ARISING OUT OF, RELATING TO, OR IN ANY WAY CONNECTED WITH THESE TERMS OR YOUR ACCESS TO OR USE OF THE SERVICES.YOU ACKNOWLEDGE AND AGREE THAT THIS RELEASE APPLIES TO CLAIMS THAT YOU MAY NOT CURRENTLY KNOW OR SUSPECT TO EXIST AT THE TIME YOU AGREE TO THESE TERMS, AND YOU AGREE THAT THIS RELEASE IS INTENDED TO BE A FULL AND FINAL RELEASE OF ALL SUCH CLAIMS, TO THE MAXIMUM EXTENT PERMITTED UNDER VERMONT LAW.NOTHING IN THIS SECTION SHALL BE CONSTRUED TO LIMIT OR WAIVE ANY RIGHTS OR REMEDIES THAT CANNOT BE WAIVED UNDER APPLICABLE LAW, INCLUDING LIABILITY FOR FRAUD, GROSS NEGLIGENCE, OR WILLFUL OR RECKLESS MISCONDUCT WHERE SUCH WAIVER IS PROHIBITED.

To the maximum extent not prohibited by applicable law, you agree to release, defend, indemnify, and hold Upstate, its parent, subsidiaries, Affiliates, licensors and service providers, and its and their officers, directors, shareholders, agents, employees and representatives (individually and collectively, the “Upstate Entities“), harmless (collectively, “indemnify” or any variation thereof) from and against any claims, liabilities, damages, losses, costs and expenses, including, any bodily injury, illness, death or damage to any real or personal property, or any other injuries, losses, or damages (whether compensatory, direct, incidental, consequential or otherwise) of any kind, and including reasonable legal fees and litigation expenses and costs, arising out of or relating to or in any way connected with (i) the Services and/or your access to or use of the Sites, including any and all Upstate Content and any features, functionality, tools, and promotions available on and through the Sites, (ii) your breach of the Terms, including any violation of national, federal, state or local or other applicable laws, rules or regulations or any infringement or misappropriation of the rights of any third party, and (iii) your gross negligence or willful misconduct.You agree that, at Upstate’s option, you will conduct the defense of any such claim or action; provided that, notwithstanding our election that you to conduct the defense, (i) Upstate may nevertheless participate in such defense or settlement negotiations and pay its own costs associated therewith, and (ii) you will not enter into any settlement or other compromise without the prior written approval of Upstate (which approval shall not be unreasonably withheld), unless such settlement or other compromise includes a full and unconditional release of the relevant parties from all liabilities and other obligations in respect of such claim or action.No person or entity shall be entitled to any form of indemnification at any time, except as provided by the Terms.

Though users are required by the Terms to provide accurate information, we do not guarantee the completeness or accuracy of any information provided by any user, including the user’s purported identity, credentials or background. We recommend that you exercise due diligence when deciding to communicate or interact with another user, and we will not be responsible or liable for any damage or harm resulting from your interactions with other users.Although the Sites may be linked to other sites, Upstate is not, directly or indirectly, implying any approval, association, sponsorship, endorsement, or affiliation with the linked site, unless specifically stated therein. By entering the Sites, you acknowledge and agree that Upstate has not reviewed all the sites linked to the Sites and is not responsible for the content of any off-site pages or any other site linked to the Sites. Your linking to any other off-site pages or other sites is at your own risk. You should refer to the terms and policies governing any other sites that you use to determine your rights and responsibilities.

PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR RIGHTS AND WILL HAVE A SUBSTANTIAL IMPACT ON HOW CLAIMS YOU AND UPSTATE HAVE AGAINST EACH OTHER ARE RESOLVED.YOU ACKNOWLEDGE THAT YOU ARE WAIVING THE RIGHT TO GO TO COURT AND HAVE A CLAIM HEARD BY A JUDGE OR JURY.The Terms shall be governed by and construed in accordance with the laws of the State of Vermont, without regard to Vermont’s conflict of law principles, and excluding the United Nations Convention on Contracts for the International Sale of Goods, which is expressly disclaimed and shall not apply.All disputes, claims, controversies and matters arising out of or relating to these Terms, the breach thereof, or any transactions hereunder, including any questions of arbitrability (“Claims”), shall be settled by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules (“AAA Rules”) by a sole arbitrator. The parties hereto shall endeavor to agree upon the arbitrator, and if they fail to do so within twenty-one (21) days of the commencement of the Arbitration, the appointment shall be made by the AAA in accordance with the AAA Rules. The place, or legal seat of the arbitration, shall be Chicago, Illinois, and the language of the arbitration shall be English. Each party shall be exclusively responsible for paying its own arbitration filing fees, which the arbitrator may later allocate as set forth below.EACH PARTY AGREES THAT ALL CLAIMS MUST BE BROUGHT ON AN INDIVIDUAL BASIS ON THAT PARTY’S OWN BEHALF AND NOT IN ANY REPRESENTATIVE CAPACITY OR ON BEHALF OF ANY SORT OF CLASS OR PURPORTED CLASS, AND NO ARBITRATION COMMENCED HEREUNDER MAY BE JOINED WITH OR INCLUDE ANY CLAIMS BY ANY OTHER PERSONS. FOR THE AVOIDANCE OF DOUBT, EACH PARTY HEREBY WAIVES THE RIGHT TO PARTICIPATE AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE PROCEEDING, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. FURTHER, UNLESS BOTH YOU AND Upstate OTHERWISE AGREE IN WRITING, THE ARBITRATOR MAY NOT CONSOLIDATE OR JOIN MORE THAN ONE PERSON’S CLAIMS, AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF CONSOLIDATED, REPRESENTATIVE, OR CLASS PROCEEDING.The arbitrator shall issue a reasoned award and, subject to the limitation of liability set forth above, shall have the power to grant any interim or provisional measures that the arbitrator deems appropriate, including, but not limited to, injunctive relief and specific performance, and any interim or provisional measures ordered by the arbitrator may be specifically enforced by any court of competent jurisdiction as a final award. Nothing herein, however, shall authorize the arbitrator to act as amiable compositeurs, to proceed ex aequo et bono, or to exercise rights of jura novit curia. Each party hereto retains the right to seek interim measures from a judicial authority, and any such request shall not be deemed incompatible with the agreement to arbitrate or a waiver of the right to arbitrate. The arbitrator shall award the prevailing party, if any as determined by the arbitrator, its reasonable costs, including reasonable attorney’s fees. Judgment on any award rendered by the arbitrator may be entered in any court of competent jurisdiction. No information concerning an arbitration, beyond the names of the parties, their counsel or the relief requested, may be unilaterally disclosed to a third party by any party unless required by law. Any documentary or other evidence given by any party or witness in any arbitration shall be treated as confidential by any party whose access to such evidence arises exclusively because of its participation in the arbitration and shall not be disclosed to any third party (other than a witness or expert), except as may be required by law. Any party who commences any judicial proceeding in connection with an arbitration initiated hereunder shall endeavor to have the judicial record of any such proceeding sealed to the extent permitted by law.Both you and we agree that if Upstate makes any amendment to this “Governing Law and Dispute Resolution” Section in the future, that amendment will not apply to any claim that was filed in a legal proceeding against Upstate prior to the effective date of the amendment. However, the amendment will apply to all other disputes or claims governed by this Section that have arisen or may arise between you and Upstate. We will notify you of amendments to this Section by posting the amended Terms on the Sites. If you do not agree to the amended terms, you must cease using the Sites and/or participating in the Services immediately. By rejecting any change, you are agreeing that you will arbitrate any Dispute between you and Upstate in accordance with the provisions of this “Governing Law and Dispute Resolution” Section as of the date you first accepted the Terms (or accepted any subsequent changes to the Terms).

You may be given the ability to provide us with personally identifiable information on certain areas of the Sites or in conjunction with participation in the Services. Please read our Privacy Policy for more information about our information collection and use practices.

From time to time we may invite users to refer friends, family, or acquaintances to Upstate. Any such referral program will be subject to the additional Referral Program Terms.

If any provision of these Terms shall be deemed to be unlawful, void or for any reason unenforceable, then that provision shall be deemed severable from these Terms and shall not affect the validity and enforceability of any remaining provisions.

These Terms constitute the entire agreement between you and Upstate regarding the use of the Sites and Upstate Content and participation in the Services, and supersede and replace any prior agreements you and Upstate might have had regarding the Sites, Upstate Content, and Services. By using the Sites or participating in the Services, you represent that you are capable of entering into a binding agreement.

We will not be deemed to be in breach of these Terms or liable for any breach of these Terms or our Privacy Policy due to any event or occurrence beyond our reasonable control, including without limitation, acts of God, terrorism, war, invasion, failures of any public networks, electrical shortages, earthquakes or floods, civil disorder, strikes, fire, pandemics/epidemics, or other disaster (each a “Force Majeure” event or occurrence).

Nothing in these terms shall affect your statutory rights. Upstate may (in its sole discretion) decline to enter into any correspondence, except as otherwise stated in these Terms.

Your enrollment in the Program is subject to these Terms, which we may update from time to time. By joining the Program you agree to and are bound by the terms, conditions, policies and notices contained in these Terms, and you acknowledge that information will be processed as set forth in Our Privacy Policy. If you do not agree to these Terms, do not enroll in the Program.

Subject to applicable law and these Terms, members of the Lift League Loyalty Program earn one (1) loyalty point for each one U.S. dollar ($1.00) spent on qualifying purchases at Apex Arboretum Inc. dba Upstate Elevator Dispensary. Qualifying purchases may include both in-store and online transactions, provided the purchase is properly associated with the member’s loyalty account at the time of checkout.

Points may be redeemed in-store only at the time of purchase for eligible rewards made available by Upstate Elevator from time to time. Redemption options and point values are determined in Upstate Elevator’s sole discretion and may include discounts on purchases or other lawful rewards, subject to availability and applicable law. Current redemption tiers may include, without limitation, dollar-value discounts and promotional items offered at nominal cost where required by law.

Points have no cash value, are non-transferable, and may not be sold, assigned, or exchanged for cash. Points may not be redeemed toward taxes, fees, or prior purchases. All redemptions are subject to applicable Vermont cannabis regulations, including prohibitions on the free distribution of cannabis products. Customers are responsible for all applicable taxes at the time of redemption.

Upstate Elevator reserves the right to modify point accrual rates, redemption options, and reward availability at any time, with or without notice, to the fullest extent permitted by law.

THE PROGRAM IS SUBJECT TO APPLICABLE LAW AND APPROVAL BY INDIVIDUAL U.S. STATES. UPSTATE IS NOT RESPONSIBLE FOR ANY POINTS THAT CANNOT BE REDEEMED IN ACCORDANCE WITH THE TERMS DUE TO RESTRICTIONS IMPOSED BY APPLICABLE LAW. UPSTATE RESERVES THE RIGHT TO DISCONTINUE THE PROGRAM, FOR ANY REASON, AT ANY TIME, WITHOUT NOTICE.

Upstate is not responsible for: (a) misdirected, late, lost, garbled, unintelligible, damaged, stolen, non-delivered or postage-due communications or other Program-related materials whether caused by Customers, wireless carriers, Internet Service Providers (“ISP”) or unauthorized human intervention; (b) any damage to a Customer’s or other person’s computer system or digital device which is caused or occasioned by participating in the Program or attempting to redeem Points; (c) technical difficulties or failures of any kind including, but not limited to, lost, interrupted, inaccessible or unavailable networks, servers, satellites, Internet, digital device or wireless carriers, websites or other connections, availability or accessibility problems arising in connection with or over the course of the Program; (d) miscommunications, failed, jumbled, scrambled, delayed, dropped, interrupted, lost, non-delivered or misdirected computer, telephone, digital device, email, mobile or cable transmissions or hardware, software, program or programming malfunctions, failures or difficulties of any kind including, but not limited to: malfunctions, interruptions or disconnections in transmissions or connections, phone lines, network hardware or software, computers, equipment, programming errors, cable, satellite, cellular tower, or ISP or wireless carriers; (e) any technical malfunctions, failures or difficulties, printing errors, clerical, typographical or other errors in these Terms, any Program advertisement, on the Wallet or other materials; (f) any errors or failures of any kind, whether human, mechanical, clerical, electronic, interruption of power, digital, mobile or technical in nature, or unauthorized human intervention; (g) any incorrect or inaccurate information, whether caused by tampering or hacking, or by any equipment or programming associated with, or utilized in the Program, including, without limitation, redemptions that are submitted by automated computer programs or other illegitimate means; or (h) the incorrect or inaccurate capture of information or the failure to capture or loss of any information.

Upstate reserves the right to terminate a Customer’s Program membership, and void any Points accumulated in such Loyalty Account(s), if, in Upstate’s sole discretion, the Customer appears to have violated any of the Terms or any applicable law, or earns Points via deception, forgery, fraud, or commit any other abuse of the Program. Upstate reserves the right to seek damages and other remedies from any such person to the fullest extent permitted by law.

Upstate reserves the right, without prior notice and at any time, to terminate the Program, in whole or in part, or modify or suspend the Program, or any portion thereof, in any way, if it determines, in its sole discretion, that the Program is impaired or corrupted or that fraud, breach of confidentiality, or technical problems, failures or malfunctions have destroyed or severely undermined the integrity and/or feasibility of the Program.

Upstate reserves the right, in its sole discretion, to cancel, change, modify or discontinue the Program, in whole or in part, including any terms, rules, features, benefits, rewards, conditions of participation, the Point accruing/accumulation ratio, the Point redemption policy, and the Point expiration policy, or any other aspect of the Program, in whole or in part, at any time, with or without advance notice, even though changes may affect the value of the Points and rewards already accumulated. Upstate may make changes to any element of the Program to correct for typographical, printing or other errors and you waive any rights relating to the same. Any changes will become effective immediately upon posting the revisions. At all times, Customers are solely responsible for remaining knowledgeable about and in compliance with these Terms. Your use of Points after we post any changes constitutes your agreement to those changes and your agreement to be bound by any such revisions.

Only the type and quantity of Points described in these Terms will be awarded.

These terms will survive any termination, discontinuation, or cancellation of the Program or your Loyalty Account.

If you have any questions or concerns, please contact Upstate at info@upstateelevator.com

Mail:

Apex Arboretum Inc. dba Upstate Elevator Dispensary

699 Pine St.

Burlington, VT 05401