Cannabis Industry Client - Advertising Materials Legal Review 

In addition to the terms and conditions of the: (i) estimate or quotation “Quote” (ii) Master Service Agreement “MSA” (iii) Statement of Work “SOW” or (iv) Media Purchase Agreement “MPA” if any, attached thereto (collectively, the “Agreement”), and without limiting the generality of the foregoing, the Client agrees to comply with the following terms and conditions:  

All capitalized terms will have the meanings set out below unless otherwise defined in the Agreement. In the event of a conflict, the definitions in this Appendix A will govern. 

1. Creative Materials 

In addition to any other representations or warranties provided in the Agreement, the Client (as specified in the applicable form) represents and warrants that: 

(a) It is duly authorized and licensed by the applicable regulatory authorities to manufacture the products and services contemplated by this Agreement and to make the claims associated therewith, and that such products and services comply with all Applicable Laws and regulatory body requirements (including any without limitation any Health Canada requirements with respect to packaging, labelling and marketing); 

(b) Without limiting the generality of the Agreement, any advertising materials, information, claims, testimonials or other content (“Advertising Materials”) which Client or its suppliers provide to Agency for inclusion in any work product or other deliverables to be created by Agency hereunder will: (i) comply with all Applicable Laws, including all advertising standards and (ii) all other industry standards and guidelines as may from time to time be applicable to the Client and its products and services; and

(c) Client will be solely responsible for having any Promotional Materials (as defined below) vetted and approved by its own qualified legal and regulatory counsel and that any publication and/or broadcast of the Promotional Materials will be subject to the limitations below.  

“Applicable Laws” means all federal, provincial and local laws, regulations, regulatory rulings or directives or codes of practice, that concern, govern, the Client and its products and services, whether currently in force or enacted in the future.

“Promotional Materials” means any advertisement or other deliverables that Agency has prepared for Client hereunder, and/or any Advertising Materials provided by Client to Agency for inclusion therein, or for publication. 

2. Media Buying and Planning 

In addition to the terms and conditions set out in the Agreement, any media purchased hereunder will be subject to the following limitations: 

(a) The Client understands and agrees that the Agency is not providing legal advice, and that is planning and buying media on the instruction of the Client. Accordingly, Agency is not responsible, and assumes no liability, for ensuring that the campaigns described in each MPA are compliant with Applicable Law;  

(b)The Client hereby appoints Agency as principal for the purpose of buying media in accordance with each MPA; 

(c) Client shall be responsible for coordinating the review of the Promotional Materials by its own legal/regulatory counsel. By signing an MPA, or other ordering document approving a media campaign, Client shall be deemed to have obtained such review and approval. Client acknowledges and agrees that: (i) Client assumes full responsibility for ensuring that the Promotional Materials comply with Applicable Laws; (ii) Client will be solely responsible for any costs, fines or penalties associated therewith, including without limitation: any charges, costs, fines, penalties or claims levied or issued against Client and/or Agency by any publisher, broadcaster or media company who publishers the Promotional Materials.  In addition, and at its own expense, Agency may have its own legal counsel review any Promotional Materials prepared for Client, provided however, that such review by Agency’ legal counsel shall not constitute a waiver of any of Agency’s rights under this Agreement or otherwise diminish Client’s obligation to provide final regulatory approval of all Promotional Materials. Agency reserves the right to refuse to publish Promotional Materials which it reasonably believes may contravene Applicable Laws. 

3. Indemnity

In addition to the indemnity in the Agreement, Client shall defend, indemnify and hold harmless Agency and its affiliates and their respective employees, directors and officers (“Indemnitees”) from and against any losses, claims, damages, charges, fines, penalties or other expenses (including legal fees) which may be incurred by Agency as a result of any third party claims, demands, disciplinary actions, or civil or criminal proceedings made or brought by a third party against Agency, including without limitation, by: (i) Health Canada, the Competition Bureau, Advertising Standards Canada, or any other federal and provincial agencies, regulators, entities or consumer groups) (collectively, “Regulators”); and/or (ii) by any publisher, broadcaster or media company; arising out of the Agency’s creation and/or publication of any Promotional Materials hereunder.

The Limitation of Liability set forth in the Agreement shall not apply to the indemnity granted by the Client under this Appendix A. 

4. Payment 

In the event that Applicable Laws governing the Client’s products and services prohibit the publication or broadcast of Promotional Materials which Agency has created at the instruction of Client, or Advertising Materials which Client has provided to Agency, such prohibition shall not relieve Client of its obligation to pay for the work product, deliverables or services as set forth in the applicable approved Quote, MSA, SOW or MPA.