Preferred Vendor Agreement

PREFERRED VENDOR AGREEMENT

THIS NON-EXCLUSIVE PREFERRED VENDOR AGREEMENT (this “Agreement”) is entered into effect as the purchase date (the “Effective Date”) of the Products by and between KAIVAL BRANDS INNOVATIONS GROUP, INC., a Delaware corporation (“Distributor”), and the purchaser of the Products (“Preferred Vendor”). Distributor and Preferred Vendor are each referred to herein as a “Party” and collectively, the “Parties.”

RECITALS

WHEREAS, BIDI^® Vapor, LLC, a Florida limited liability company (“Manufacturer”), is in the business of developing electronic nicotine delivery systems and related components (all such products whether now or hereafter made available for sale by Manufacturer being hereinafter referred to as “Products”).

WHEREAS, Distributor has entered into that certain Exclusive Distribution Agreement dated March 9, 2020 (as the same may be amended or otherwise modified from time to time, the “Distribution Agreement”) with Manufacturer pursuant to which Manufacturer has granted Distributor an exclusive worldwide right to distribute the Products for sale and resale.

WHEREAS, subject to the terms and conditions of this Agreement, Preferred Vendor wishes to be appointed, and Distributor is willing to appoint Preferred Vendor, as a non-exclusive Preferred Vendor of the Products solely to legal purchasers of the Products being hereinafter referred to as “Authorized Customers”).

NOW, THEREFORE, in consideration of the foregoing premises and the mutual representations and agreements set forth herein, and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, Distributor and Preferred Vendor, intending to be legally bound, hereby agree as follows:

APPOINTMENT; NO EXCLUSIVITY; MARKETING AND SUPPORT.
1. Appointment; No Exclusivity. Subject to the terms and conditions set forth in this Agreement, Distributor hereby appoints Preferred Vendor as a non-exclusive Preferred Vendor of the Products solely to Authorized Customers. Preferred Vendor accepts the appointment as one of Distributor’s non-exclusive Preferred Vendors of the Products solely to Authorized Customers and agrees to buy for resale, upon the terms and conditions set forth herein solely to Authorized Customers. Distributor represents and warrants that the appointment of and sale of Products to Preferred Vendor under this Agreement does not violate any obligations or contracts of Distributor.
2. Marketing and Support. Distributor will be solely responsible to provide Preferred Vendor with all branding, logos and marketing materials to be utilized by Preferred Vendor in connection with Preferred Vendor’s marketing and promotion of the Products; provided, however, Preferred Vendor shall bear all expenses related to reproduction and distribution of the same:
  1. Preferred Vendor shall at all times conduct its business in a manner that will reflect favorably on Manufacturer, Distributor and the Products and will not engage in any deceptive, misleading, illegal or unethical business practice.
  2. Preferred Vendor will comply with all applicable laws and regulations and will not assist or participate in any violation of laws or regulations applicable to Manufacturer, Distributor or Preferred Vendor.

Preferred Vendor shall be responsible for all expenses incurred by it in connection with the implementation and performance of its duties and obligations under this Agreement, including, without limitation: (i) salaries or compensation for its personnel; (ii) costs and expenses associated with establishing and maintain its sales organization and offices; and (iii) marketing, advertising and promotion expenses.

Prices. Distributor has a legitimate interest in ensuring that a minimum price be maintained for all sales by a Preferred Vendor of its Products. Accordingly, Distributor will establish minimum pricing for all sales by Preferred Vendor of its Products to Authorized Customers (“Minimum Price”) and Preferred Vendor will not sell any Products to Authorized Customers below the applicable Minimum Price. The Minimum Price per Product is denoted online for Wholesale at www.wholesale.bidivapor.com, and for Retail the Minimum Price is $12.99 per Unit. As used herein, a “Unit” means each Product as may ultimately be packaged and sold by Distributor to a Retail customer. Prices do not include, and Distributor shall not be responsible for any required federal, state or local sales or other taxes, duties, export or custom charges, VAT charges, brokerage or other fees.
Past Due Amounts. If any undisputed amount due Distributor by Preferred Vendor, for any reason, becomes past due, Distributor shall provide written notice to Preferred Vendor and, if such amounts remain outstanding for fifteen (15) calendar days following receipt of such notice, Distributor may at its option and without further notice withhold further shipments or deliveries of Products under this Agreement until such past due invoices are paid in full.
Taxes. Preferred Vendor shall be responsible for any national, state or local sales, use, value added, or other tax, tariff, duty or assessment levied or imposed by the United States or any foreign governmental authority arising out of or related to any of the transactions contemplated by this Agreement, including sales of Product to Preferred Vendor, other than taxes based upon Distributor’s income.
SHIPMENTS; PRODUCTS.
Shipment Terms; Title and Risk of Loss. All Products purchased by Preferred Vendor under this Agreement will be packaged for shipment in Distributor’s and/or Manufacturer’s standard containers, marked for shipment to either Preferred Vendor or the applicable Authorized Customer at the address specified by Preferred Vendor in the Purchase Order (the applicable destination being hereinafter referred to as the “Destination”). Title and risk of loss will pass F.O.B. Destination.
Acceptance of Shipments. Preferred Vendor shall have five (5) business days from the date of arrival of the shipment of the Products at the applicable Destination to inspect the Products and notify Distributor in writing of any discrepancies with respect to such Products, including but not limited to any discrepancies in the quantity or quality of the Products. Products with respect to which Preferred Vendor does not notify Distributor of any discrepancies in writing shall be deemed accepted by Preferred Vendor.
Adding or Deleting Products; Manufacturing Changes to the Products. Distributor shall have the right at any time to add or delete Products. Should Distributor want to make any changes to the Products, it shall first notify the Preferred Vendor at least three (3) calendar days before the change is implemented. Notwithstanding the foregoing, for changes required by regulatory or certification authorities or otherwise deemed necessary by Distributor for any reason, including health, safety, welfare, technology intellectual property, trade secret, competitive, materials sourcing, or other matters, Distributor will notify Preferred Vendor at least one (1) calendar day before the change is implemented.
INTELLECTUAL PROPERTY RIGHTS.
1. Manufacturer’ Marks. Subject to the terms and conditions of this Agreement and the Distribution Agreement, during the term of this Agreement, Distributor hereby grants to Preferred Vendor a revocable, sublicensable, non-transferable, non-exclusive, limited license to use Manufacturer’s logos, trademarks, and trade names, together with all branding and marketing materials created by or on behalf of Manufacturer in connection with the Products (collectively the “Manufacturer IP”), solely in connection with the marketing, advertisement and sale of the Products to Authorized Customers. Such license shall immediately terminate upon the expiration or termination of this Agreement. Preferred Vendor shall strictly comply with all standards of use for the Manufacturer IP and must at all times display appropriate trademark and copyright notices as instructed by Distributor. Preferred Vendor acknowledges and agrees that the Manufacturer IP and other intellectual property provided to Preferred Vendor by Distributor, if any, are the sole and exclusive property of Manufacturer and/or Distributor, as applicable. Preferred Vendor shall not acquire any right, title or interest under this Agreement in any patent, copyright, Manufacturer IP or other intellectual property right of any kind of either Manufacturer or Distributor. No implied license, patent, copyright or other intellectual property right of Manufacturer or Distributor is granted under this Agreement or otherwise. During the term of this Agreement and thereafter, Preferred Vendor shall not do anything that will in any manner infringe, impeach, dilute or lessen the value of the Manufacturer IP, patents, copyrights or other intellectual property of either Manufacturer or Distributor or the goodwill associated therewith or that will tend to prejudice the reputation of the Manufacturer or Distributor or the sale of any Products.
2. Preferred Vendor Marks. Subject to the terms and conditions of this Agreement, during the term of this Agreement, Preferred Vendor hereby grants Distributor a non-exclusive, royalty free license to use Preferred Vendor’s logos, trademarks, and trade names (the “Preferred Vendor Marks”) on Distributor’s web sites and marketing materials. Such license shall immediately terminate upon the expiration or termination of this Agreement. Distributor shall strictly comply with all standards of use for the Preferred Vendor Marks and must at all times display appropriate trademark and copyright notices as instructed by Preferred Vendor. Distributor acknowledges and agrees that the Preferred Vendor Marks and other intellectual property provided to Distributor by Preferred Vendor, if any, are the sole and exclusive property of Preferred Vendor. Distributor shall not acquire any right, title or interest under this Agreement in any patent, copyright, Preferred Vendor Marks or other intellectual property right of any kind of Preferred Vendor. No implied license, patent, copyright or other intellectual property right of Preferred Vendor is granted under this Agreement or otherwise. During the term of this Agreement and thereafter, Distributor shall not do anything that will in any manner infringe, impeach, dilute or lessen the value of the Preferred Vendor Marks, patents, copyrights or other intellectual property of Preferred Vendor or the goodwill associated therewith or that will tend to prejudice the reputation of the Preferred Vendor.
3. Sale of Counterfeit Products. Preferred Vendor agrees that Distributor and Manufacturer have invested substantial money, time, and interest to protect Manufacturer IP, and Preferred Vendor is aware that the value of Products is harmed by the availability around the world of counterfeit, fraudulent, fake, or knock-off versions of Products (“Counterfeit Products”). Preferred Vendor agrees that the knowing or unknowing distribution of Counterfeit Products will cause irreparable harm to Distributor and Manufacturer. The knowing or unknowing sale of Counterfeit Products by Preferred Vendor is subject to immediate termination of this Agreement under section 7(A).

INDEMNIFICATION.
Indemnity Obligations for Intellectual Property Infringement. Distributor agrees to defend, indemnify and hold harmless Preferred Vendor from and against any and all claims, losses, damages, suits, expenses (including reasonable attorneys’ fees) and costs (collectively “Claims”) brought or alleged by a third party that the Manufacturer IP or any Products sold to Preferred Vendor infringe any U.S. patent, trademark or copyright. Preferred Vendor shall reasonably cooperate with Distributor, its insurance company and its legal counsel in its defense of such Claims. If the use or sale of any Products furnished under this Agreement is enjoined as a result of a Claim, Distributor shall either obtain on behalf of the Preferred Vendor the right to continue to use or sell such Products, substitute an equivalent product reasonably acceptable to Preferred Vendor in its place, or reimburse Preferred Vendor the purchase price of the Products, costs incurred by Preferred Vendor as a result of such cancellation, and any and all losses or costs incurred as a result of Preferred Vendor’s breach of any purchaser order or other agreement with its customers. Notwithstanding the foregoing, this indemnity shall not apply or cover any Claims based upon any infringement or alleged infringement of any patent, trademark or copyright resulting from the alteration or unauthorized use of any Manufacturer IP or Products by Preferred Vendor or a Preferred Vendor representative or the combination of any Products with any other products or the combination of any Manufacturer IP with any other mark, if such infringement claim would have been avoided but for such alteration, combination or unauthorized use by Preferred Vendor or any Preferred Vendor representative. Preferred Vendor shall also have the right to participate in the defense of any such action and have the right to hire its own legal counsel at Preferred Vendor’s expense. This indemnity shall not cover any Claims in which Preferred Vendor fails to provide Distributor with prompt written notice of the Claim which lack of notice materially prejudices the defense of the Claim.
Preferred Vendor agrees to defend, indemnify and hold harmless Distributor from and against any and all Claims brought or alleged by a third party based upon any infringement or alleged infringement of any patent, trademark or copyright resulting from the alteration or unauthorized use of any Manufacturer IP or Products by Preferred Vendor or a Preferred Vendor representative or the combination of any Products with any other products or the combination of any Manufacturer IP with any other mark, if such infringement claim would have been avoided but for such alteration, combination or unauthorized use by Preferred Vendor or any Preferred Vendor representative. Preferred Vendor shall indemnify Distributor for the sale of any Counterfeit Products, including loss of sales, loss of profits, and loss of reputation. Distributor shall reasonably cooperate with Preferred Vendor, its insurance company and its legal counsel in its defense of such Claims. Distributor shall also have the right to participate in the defense of any such action and have the right to hire its own legal counsel at Preferred Vendor’s expense. This indemnity shall not cover any Claims in which Distributor fails to provide Preferred Vendor with prompt written notice of the Claim which lack of notice materially prejudices the defense of the Claim.
Distributor’s Additional Indemnity Obligations. Notwithstanding anything herein to the contrary, in addition to all other rights and remedies available at law or in equity, Distributor hereby agrees to defend, indemnify and hold harmless Preferred Vendor from and against any and all third party Claims (i) arising out of any defects in any Products existing at the time such Products are sold by Distributor to Preferred Vendor, or (ii) arising out of the negligent acts or omissions or willful misconduct of Distributor, its employees, agents or representatives with respect to the Products or its performance of this Agreement. Preferred Vendor shall reasonably cooperate with Distributor, its insurance company and its legal counsel in its defense of such Claims. Preferred Vendor shall also have the right to participate in the defense of any such action and have the right to hire its own legal counsel at Preferred Vendor’s expense. This indemnity shall not cover any Claims in which Preferred Vendor fails to provide Distributor with prompt written notice of the Claim which lack of notice materially prejudices the defense of the Claim.
Preferred Vendor’s Indemnity Obligations to Distributor. Preferred Vendor hereby agrees to defend, indemnify and hold harmless Distributor, its affiliates and their respective officers directors, employees and agents from and against any and all Claims (i) arising out of the negligent acts or omissions or willful misconduct of Preferred Vendor, its employees, agents or representatives with respect to its performance of this Agreement, sale of Products, or otherwise, (ii) arising out of the alteration or modification of the Products or Distributor IP by Preferred Vendor or its employees, agents or representatives, or (iii) alleging that the Preferred Vendor’s Marks infringe or otherwise violate the intellectual property rights of a third party. This indemnity shall not cover any Claims in which Distributor fails to provide Preferred Vendor with prompt written notice which lack of notice prejudices the defense of the Claim. Distributor shall also have the right to participate in the defense of any such action and have the right to hire its own legal counsel at Distributor’s expense.
Settlement of Claims. In no event shall a party seeking or entitled to indemnification from a Party hereunder settle, compromise, agree to a judgment or take any similar action with respect to any Claim without the written consent of the Party from whom indemnification is sought.
LIMITATION OF LIABILITY.

EXCEPT FOR THE PARTIES’ INDEMNIFICATION OBLIGATIONS UNDER SECTION 5 OF THIS AGREEMENT, IN NO EVENT SHALL EITHER PARTY BY LIABLE UNDER THIS AGREEMENT TO THE OTHER PARTY FOR ANY INCIDENTAL, CONSEQUENTIAL, INDIRECT, STATUTORY, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOST PROFITS, LOSS OF USE, LOSS OF TIME, INCONVENIENCE, LOSS BUSINESS OPPORTUNITIES, DAMAGE TO GOOD WILL OR REPUTATION, OR LOSS OF DATA, REGARDLESS OF WHETHER SUCH LIABILITY IS BASED ON BREACH OF CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, AND EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR SUCH DAMAGES COULD HAVE BEEN REASONABLY FORESEEN.

TERMINATION.
Termination for Breach. Either Party may terminate this Agreement at any time in the event of a material breach by the other Party that remains uncured after fifteen (15) calendar days following written notice thereof. Such termination shall be effective immediately and automatically upon the expiration of the applicable notice period, without further notice or action by either Party. Termination shall be in addition to any other remedies that may be available to the non-breaching Party.
Termination for Financial Insecurity. Either Party may terminate this Agreement and any outstanding Purchase Orders (to the extent Products have not already been delivered to the carrier for shipment) immediately at its option upon written notice if the other Party: (i) becomes or is declared insolvent or bankrupt; (ii) is the subject of a voluntary or involuntary bankruptcy or other proceeding related to its liquidation or solvency, which proceeding is not dismissed within sixty (60) calendar days after its filing; (iii) ceases to do business in the normal course; or (iv) makes an assignment for the benefit of creditors. This Agreement shall terminate immediately and automatically upon any determination by a court of competent jurisdiction that either Party is excused or prohibited from performing in full all obligations hereunder, including, without limitation, rejection of this Agreement pursuant to 11 U.S.C. §365.
Cross Termination with the Distribution Agreement. Preferred Vendor acknowledges and agrees that the appointment by Distributor of Preferred Vendor of the distribution rights set forth in this Agreement are dependent upon the continuation of the Distribution Agreement. In the event the Distribution Agreement expires or is otherwise terminated for any reason, this Agreement shall immediately and automatically terminate without any further action of the Parties.
COMPLIANCE WITH LAWS. Preferred Vendor acknowledges and understands that the Products may be subject to restrictions upon export from the United States and upon resale after export. Preferred Vendor therefore represents and warrants that it shall comply fully with all relevant regulations of the U.S. Department of Commerce, with the U.S. Export Administration Act, and with any other import and/or export control laws or regulations of the United States or any other jurisdiction.
GENERAL TERMS.
Force Majeure. Neither Party shall 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 labor disputes, civil commotion, war, fires, floods, inclement weather, governmental regulations or controls, casualty, government authority, strikes, or acts of God, in which event the non-performing party shall be excused from its obligations for the period of the delay and for a reasonable time thereafter. Each Party shall use reasonable efforts to notify the other Party of the occurrence of such an event within three (3) business days of its occurrence. Notwithstanding anything to the contrary contained herein, in no event shall the COVID-19 pandemic or government actions taken in connection with the same (or any future pandemic or government actions taken in connection with the same) constitute an event of force majeure under this Section 9.D. or otherwise prohibit or restrict Distributor’s rights to terminate this Agreement.
Governing Law; Venue; Jury Waiver. This Agreement shall be governed by the laws of the State of Florida, without giving effect to the principles of conflicts of law of such state and shall be binding upon the Parties hereto in the United States and worldwide. Any claims or legal actions by one Party against the other arising under this Agreement or concerning any rights under this Agreement shall be commenced and maintained in any state or federal court located in Orange County, Florida. Both Parties hereby submit to the jurisdiction and venue of any such court. THE PARTIES FURTHER AGREE, TO THE EXTENT PERMITTED BY APPLICABLE LAW, TO WAIVE ANY RIGHT TO TRIAL BY JURY WITH RESPECT TO ANY CLAIM, COUNTERCLAIM OR ACTION ARISING FROM THE TERMS OF THIS AGREEMENT.
Attorney’s Fees. If either Party incurs any legal fees associated with the enforcement of this Agreement or any rights under this Agreement, the prevailing Party shall be entitled to recover its reasonable attorney’s fees and any court, arbitration, mediation, or other litigation expenses from the other Party.
Survival. The provisions of this Agreement which by their sense and context should survive any termination of expiration of this Agreement, including without limitation sections 5 (indemnification), 6 (limitation of liability), 8 (compliance with laws) and 9 (general terms) shall so survive.
Authorized Signatories. It is agreed and warranted by the Parties that the individuals singing this Agreement on behalf of the respective Parties are authorized to execute such an agreement. No further proof of authorization shall be required.
Severability. If any provision or portion of this Agreement shall be held by a court of competent jurisdiction to be illegal, invalid, or unenforceable, the remaining provisions or portions shall remain in full force and effect.
No Strict Construction. This Agreement shall not be construed more strongly against either party regardless of which party is more responsible for its preparation.
Counterparts. This Agreement may be executed by facsimile and in one or more counterparts, each of which will be deemed to be an original, but all of which together will constitute one and the same instrument, without necessity of production of the others. In the event that the parties are unable to physically execute the contract within 10 days of the effective date, then the Agreement shall be deemed to have been signed by all parties.
Entire Agreement; Modification; Waiver. This Agreement is the entire agreement between the Parties with respect to the subject matter and supersedes any prior agreement or communications between the Parties hereto, whether written or oral. This Agreement may be modified only by a written amendment signed by authorized representatives of both Parties. No waiver of any term or right in this Agreement shall be effective unless in writing, signed by an authorized representative of the waiving Party. The failure of either Party to enforce any provision of this Agreement shall not be construed as a waiver or modification of such provision, or impairment of its right to enforce such provision thereafter.

Bidi Vapor stands firm against the access of the BIDI^® Stick to minors. The sale of tobacco products to minors is prohibited by law.

Warning: This product contains nicotine. Nicotine is an addictive chemical.

California Proposition 65 Warning: This product can expose you to chemicals including formaldehyde, which is known to the State of California to cause cancer, and nicotine, which is known to the State of California to cause birth defects or other reproductive harm.

You may find more crucial warning information about the BIDI^® Stick here.

Privacy and Cookie Policy

This website is operated by Bidi Vapor, LLC (“Bidi,” “we,” “us,” or “our”). This Privacy Policy describes the information we collect from or about you when you access or use the Bidi website or mobile app where this Privacy Policy is posted (each, a “Service”), and how we use, share, and store the information we collect. We may supplement this Privacy Policy with additional provisions that pertain to a specific Service or a group of data subjects (in such case this Privacy Policy and the supplementary provisions will be binding jointly and in case of any discrepancy between this Privacy Policy and the additional provisions, such provisions shall prevail).

By accessing and using the Service, you agree that you have read this Privacy Policy, and you understand and agree with our collection, storage, use, disclosure and other forms of processing of your personal information as described in this Privacy Policy and the Terms and Conditions (“Terms”).

We reserve the right to update this Privacy Policy at any time, so you should review this page each time you visit. If we update the Privacy Policy we will, at a minimum, post the updated Privacy Policy here. Your use of the Service and provision of personal information after we publish any changes constitutes your agreement to such changes.

You can review specific sections of this Privacy Policy by clicking on the section headings below.

INFORMATION WE COLLECT

HOW WE USE THE INFORMATION WE COLLECT

DISCLOSURE OF YOUR INFORMATION

USE OF COOKIES AND OTHER TECHNOLOGIES

INTEREST-BASED ADVERTISING

YOUR PRIVACY RIGHTS

INTERNATIONAL DATA TRANSFERS

THIRD-PARTY WEBSITES

INFORMATION SECURITY

CONTACT US

INFORMATION WE COLLECT

We collect information that identifies you personally (referred to herein as “personal information”), and we may collect other information, from and about you when you access and use the Service. We collect information that you voluntarily provide, we collect certain information automatically, and we may receive personal information about you from third parties. The categories of information we may collect include the following:

Contact Information, such as an individual’s name, mailing address, email address, and telephone number.

Demographic Information, such as your date of birth, interests, tastes, and preferences

Location Information collected automatically from your device when you access and use the Service, and location information you provide when you use a store locator feature.

Other Information you provide, such as photos, videos, and other content and information you post through the Service or provide through communications with us.

Information Collected Automatically when you access and use the Service, such as your Internet Protocol (IP) address, device information, browser type, operating system type and version, referring domain, log files, the pages, content or features you visit or use, and the time and duration of your visits. For more information about how we and our analytics partners use cookies and other technologies to collect information when you access and use the Services, see the Use of Cookies and Other Technologies section below.

We do not collect personal information about you from commercially available sources at this point. We will inform you if we decide to collect information from such sources by updating this Privacy Policy accordingly.

HOW WE USE THE INFORMATION WE COLLECT

We may use the information we collect from and about you to:

Provide our products and services.
Provide and troubleshoot the Service.
Improve the Service, content, and our products and services.
Develop new products and services.
Verify your identity.
Verify your age and restrict access to the Service.
Process and respond to your inquiries and requests.
Communicate with you, including for marketing purposes.
Provide information and notices you are entitled to receive.
Conduct surveys and promotions.
Perform analytics and display relevant advertising across websites.
Personalize and enhance your experience.
Generate statistics about users and usage patterns.
Analyze the accuracy, effectiveness, usability or popularity of the Service.
Comply with and enforce applicable laws and our policies and terms and
Prevent misuse of the Service and theft, protect our intellectual property or the rights or property of others, and protect our users, our business, and third parties.

We also use your information as permitted or required by law. We may combine any of the information we collect from or about you and use it in the manner described in this Privacy Policy. In addition, we may create identified or anonymous data and/or aggregated data that does not reasonably identify you, which we may use and disclose for any purposes.

DISCLOSURE OF YOUR INFORMATION

We may share your personal information with the following categories of third parties and service providers or allow them to collect personal information from you:

Other parties in connection with a business transaction, such as a merger, corporate restructuring, sale of company assets or shares, reorganization, financing, change of control or acquisition of all or a portion of our business by another company or third-party, or in the event of a bankruptcy or related or similar proceedings.
Analytics and advertising providers, as further described in the Use of Cookies and Other Technologies section below.

Third parties if we reasonably believe that such action is necessary to: comply with the law and the reasonable requests of law enforcement; enforce our Terms or protect the security or integrity of our Service; exercise, investigate, or protect our rights, property, or personal safety, and the rights, property, or personal safety of our customers, users, or others; protect against potential liability; establish or exercise our rights to defend against legal claims; or investigate, prevent, or take action regarding underage use or purchase of our products, illegal activities, suspected fraud and/or counterfeit products, or as evidence in litigation in which we are involved.

USE OF COOKIES AND OTHER TECHNOLOGIES

We and our analytics and advertising providers use cookies and other technologies to collect information about your use of the Service. Cookies are small bits of information that are transferred to and stored in separate files within your computer’s browser.

Persistent cookies remain on the visitor’s computer after the browser has been closed until they are deleted by the visitor or they expire. For example, we use persistent cookies to remember a visitor when the visitor returns to our website after visiting another website. More information about how you can disable cookies is provided below.
Session cookies exist only during a visitor’s online session and disappear from the visitor’s computer when they close the browser software.

We and our analytics and advertising providers generally use the following types of cookies and other technologies. Please note that providers and their practices may change, so this list may not always be accurate or complete. In addition, not all of the technologies described below may be used with all of the Services.

Strictly Necessary. These help make a website usable by enabling basic functions like page navigation and access to secure areas of the website. A website cannot function properly without these cookies.
Preferences. Also known as functional cookies, these are used to recognize you when you use a Service and enable a website to remember information that changes the way the website behaves or looks.
Statistics. Also known as analytics or performance cookies, these are used to improve the Service and understand how you use and interact with the websites.

Advertising. These cookies are set by our advertising partners and are used to track users across websites and display ads that are relevant and engaging for the user.

Ways to update your preferences and disable cookies

By accessing our websites, you have the option of giving your consent to the use of cookies other than Strictly Necessary cookies. You can access our cookie preference tool for this website and update your preferences regarding the use of cookies here. As noted above, different Services may use different types of cookies, so you should access the cookie preference tool for each Bidi website you visit for more information.

In addition, you can still disable cookies in your web browser. In order to facilitate the way of managing cookies, below are links to some pages dedicated to specific browsers:

Users can also set their browsers in a way so that they have to accept cookies each time. Then, the browser will ask the user for permission each time before granting access to the cookie. This gives the user control over what is stored on the user’s device, however, it has the disadvantage that it slows down the ability to navigate the Service.

If you access the Service from a different device, login under a different name, or change web browsers, you will need to opt out again.

INTEREST-BASED ADVERTISING

As explained above, third-party advertising providers may use cookies and other technologies to collect personal information about an individual user’s online activities over time and across different Internet services when an individual uses our Services. We may allow third parties to use such technologies to display advertisements for our products and services on the Services and other sites you visit and to track visitor behavior on our Services and other websites.

The Services may use Facebook Custom Audiences to deliver interest-based advertisements to you on Facebook. This tool enables us to convert your email address to a unique number that Facebook uses to match to unique numbers Facebook generates from email addresses of its users. These cookies, and the information collected, are used to help Facebook deliver advertising on our behalf to users of our Services when they are on Facebook or another platform powered by Facebook Advertising and to track advertising success. More information, including how Facebook users can opt-out of the use of their information for interest-based advertising, is available at About Facebook Ads and Facebook Privacy Policy.

The Services may deliver advertising using the vendor DoubleClick , a Google company. You can read about how DoubleClick uses cookies, use Google’s controls for blocking certain ads, or use Google’s Ad Settings Page to control how DoubleClick personalizes your ad experience.

The Services may also use Google Analytics to track your use of the Services] . You can use this browser add-on provided by Google to opt-out of such tracking.

You can also opt out of the use of your personal information for interest-based advertising in the following ways:

Access our cookie preference tool, as described above.
Visit the Network Advertising Initiative or Digital Advertising Alliance where you can opt-out of interest-based ads served by participating NAI and DAA members. Note, however, that not all advertising providers participate in the NAI and DAA. In addition, if you opt-out, you may still see online advertising from us and third parties, but the ads may be less relevant to you.
Block third party cookies in your browser settings.

● Use privacy browsers or ad-blocking browser plug-ins that let you block advertising trackers.

YOUR PRIVACY RIGHTS

If you have created an account with the Service, you can update or delete certain Account Information by logging in to your account. You can also unsubscribe from marketing email messages at any time using the unsubscribe mechanism provided in an email. Please note, however, that if you opt-out of marketing email messages you may continue to receive non-commercial communications that we are entitled to send. If you are a resident of California or Nevada or a resident of the European Economic Area (“EEA”), you have additional privacy rights, as described below.

California: If you are a California resident, the California Consumer Privacy Act of 2018 (“CCPA”) provides you with certain rights with respect to your personal information. Click here to review our California Privacy Notice.
Nevada: Nevada residents have a right to submit a verified request directing a website operator to not make any “sale” of covered information collected about a consumer for monetary consideration to a person for such person to license or sell the information to additional persons, subject to certain exceptions. We do not engage in the “sale” of covered information, as that term is defined.
European Union: If you are a resident of the EEA, the General Data Protection Regulation (EU) 2016/679 (“GDPR”) provides you with certain rights with respect to your personal information. Click here to review our Notice for Residents of the EEA.

INTERNATIONAL DATA TRANSFERS

We transfer your personal information to our servers in the United States, and we may transfer personal information to other countries. The data protection laws of some countries, such as the United States, may not offer a level of privacy protection equivalent to that within the European Economic Area or your home country. By using the Service, you consent to the transfer of your personal information to such other countries.

THIRD-PARTY WEBSITES

Our Service may contain links to websites operated by third parties. This Privacy Policy does not apply to these third-party websites or services. If you follow a link to any of these websites, please note that these websites have their own privacy policies and terms, and we do not accept any responsibility or liability for their policies. You should review the privacy policy and terms of any third-party website you access through our Service.

INFORMATION SECURITY

We strive to implement commercially reasonable administrative, physical, and technical security measures to protect your personal information. Unfortunately, however, no data transmission over the Internet can be guaranteed to be 100% secure. Accordingly, we cannot guarantee or warrant the absolute security of your personal information.

CONTACT US

If you have any questions about this Privacy Policy, please contact us at privacy@bidivapor.com.

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KAIVAL BRANDS INNOVATIONS GROUP, INC.General Website Terms and Conditions

Important Product Notices

NOT FOR SALE TO INDIVIDUALS UNDER 21. THE PRODUCTS ARE INTENDED FOR PURCHASE AND USE BY INDIVIDUALS OF 21 YEARS OF AGE OR OLDER. IF WE HAVE REASON TO BELIEVE THAT YOU ARE UNDER 21, OR REASON TO BELIEVE THAT YOU ARE PURCHASING THE PRODUCTS FOR THE USE OF AN INDIVIDUAL (OR INDIVIDUALS) UNDER 21, WE RESERVE THE RIGHT TO TAKE ADVANTAGE OF ANY OTHER REMEDY AVAILABLE TO US AT LAW OR EQUITY.

NO FDA APPROVAL. THE PRODUCTS HAVE NOT BEEN APPROVED BY THE FDA FOR THE TREATMENT OF ANY HEALTH CONDITION, NOR DOES KAIVAL BELIEVE OR SUPPORT THE PROPOSITION THAT THE PRODUCTS MAY BE USED FOR ANY HEALTH BENEFIT. YOU SHOULD CONSULT WITH YOUR DOCTOR BEFORE PURCHASING OR USING ANY OF THE PRODUCTS.

CALIFORNIA PROPOSITION 65 WARNING. THE PRODUCTS ON THE SITE CONTAIN NICOTINE, A DANGEROUS CHEMICAL KNOWN TO THE STATE OF CALIFORNIA TO CAUSE BIRTH DEFECTS AND/OR OTHER REPRODUCTIVE AND DEVELOPMENTAL HARM. SEE HTTPS://OEHHA.CA.GOV/PROPOSITION-65/PROPOSITION-65-LIST/ FOR A FULL LIST OF CHEMICALS SUBJECT TO PROPOSITION 65 WARNINGS.

NOT A SMOKING CESSATION AID. IN THE EVENT YOU ARE HAVING TROUBLE QUITTING SMOKING, YOU SHOULD CONSULT WITH YOUR DOCTOR. NONE OF THE PRODUCTS ARE INTENDED FOR USE AS A SMOKING CESSATION AID, AND MANY INDIVIDUALS WHO USE VAPOR PRODUCTS TO QUIT SMOKING (OR QUIT USING OTHER TOBACCO PRODUCTS) END UP SWITCHING BACK TO TOBACCO PRODUCTS.

NICOTINE IS A DANGEROUS CHEMICAL. IF YOU ARE EXPERIENCING ANY OF THE SYMPTOMS OF NICOTINE POISONING (SEE HTTPS://WWW.WEBMD.COM/SMOKING-CESSATION/NICOTINE-POISONING-CAN-YOU-OVERDOSE#1), YOU SHOULD CALL 911 IMMEDIATELY, OR THE UNITED STATES POISON CONTROL CENTER (1-800-222-1222). NICOTINE IS A DANGEROUS CHEMICAL THAT SHOULD NOT COME INTO CONTACT WITH YOUR SKIN. IN THE EVENT YOU DO SPILL NICOTINE LIQUID ON YOUR SKIN, THE NATIONAL INSTITUTES OF HEALTH RECOMMEND THAT YOU WASH THE AFFECTED AREA FOR 15 MINUTES WITH SOAP AND WATER.

General Terms and Conditions

These General Terms and Conditions (this “Agreement”) are by and between you (“you”) and Kaival Brands Innovations Group, Inc., a Delaware corporation (“Kaival”, “we”, or “us”).

Your understanding and acceptance of this Agreement is a condition required for your use of the Kaival Site and Service, and is binding on you. This Agreement may be modified from time to time by us, and will be binding when posted on the Site. You will receive reasonable notice of any material changes to this Agreement, and will be given an opportunity to read and agree to such material changes.

This Agreement includes and integrates all other terms and conditions that Kaival may post to the Site from time to time, including but not limited to the Product Notices stated above, and the Kaival Privacy Policy https://bidivapor.com/privacy-policy/.

Additional definitions applicable to this Agreement are at the end of this Agreement.

Scope of Agreement

Though you may be affiliated with a business entity, a User (and a Registered User) is by definition an individual, and as such, you shall be personally liable to Kaival for any breach of this Agreement.

In the event your associated entity is approved to purchase and/or sell Kaival products (the “Products”), the terms of such purchase and sale shall be governed by our General Terms and Conditions of Sale, a form of which can be found through this https://bidivapor.com/terms-and-conditions/, or the Sub-Distribution Agreement executed by your associated business entity and Kaival.

Registration

A Kaival account (“Account”) may only be created by Users approved for registration in Kaival’s sole discretion (a “Registered User). In order to verify that you are a valid User and/or that you are eligible for registration on the Site, we may collect certain personal and business information from you (the collection, use, and storage of which is governed by our Privacy Policy), and you hereby agree to present such personal and business information honestly.

Password, User Information, and Security

You hereby agree to maintain the security of your password and all other information assigned to you for the purpose of verifying the integrity of the Site. You are responsible for maintaining the confidentiality all passwords and unique identifiers, and are fully responsible for all activities that occur under your password or user name. You agree promptly to notify Kaival of any unauthorized use of your password or account or any other breach of security. Kaival cannot and will not be liable for any loss or damage arising from your failure to comply with this requirement.

General Authorization: Collection and Disclosure of Information

By accepting this Agreement, you authorize Kaival to collect, store, and transmit to other Users information that you may provide to Kaival from time to time, in accordance with the Kaival Privacy Policy.

Responsibility for Minors and Individuals under 21

In the event that your minor child (or your child under 21) accesses the Site in violation of these Terms, you recognize that you are fully responsible for: (i) the online conduct of your child; (ii) controlling your child’s access to and use of the Services; and (iii) the consequences of any use or misuse of the Services by your child.

Kaival shall not be responsible for monitoring your minor child’s use of the Site, nor shall we be responsible for Products on the Site that are, in your opinion, inappropriate for your child’s use. Kaival shall have no liability for damages on account of your child’s use of the Site.

Payment Processing and Refunds

Authorize.net, a subsidiary of Visa Inc. (the “Processor”), is Kaival’s payment processor. Processor will collect your credit card information and store it on file for use in authentication and for the purpose of processing your payments to Kaival. Kaival does not see, store, or process your credit card, bank account, or payment information, and shall not be liable for the safe keeping thereof.

In addition to the terms herein, payment processing through the Site is subject to the Processor’s standard terms and conditions, which may be modified in the Processor’s sole discretion: https://www.authorize.net/about-us/terms.html

In the event an order is cancelled, Kaival will refund payments to Users (or retain payments) in its sole discretion. Any refund may be net of Kaival’s fees to the Processor.

Kaival is not responsible for any act or omission of its payment processor or any other third party. Kaival makes no representation or warranty as to the adequacy or performance of the Processor or any other third party.

Security and User Authentication

You agree to provide Kaival with sufficient information about you personally to allow Kaival to maintain the security of the Site; and you agree to participate in any and all security verification steps that Kaival may require.

Kaival makes commercially reasonable efforts to ensure that the Products are not sold to individuals under 21 years of age. Kaival may choose (at Kaival’s own expense) to offer its Users the ability to prove their age through a third-party service, or Kaival may choose to offer no such third-party services. Kaival does not perform authentication of Users in-house, makes no representation or warranty as to the efficacy or sufficiency of the authentication mechanisms offered through the Site, and shall not be responsible for the accuracy of any authentication service. Kaival is entitled to rely on the results generated by the authentication service of its choosing.

Product Listings

Kaival may post, modify or cancel Listings in its sole discretion. If you have a complaint about a listing, please notify us via email at support@bidivapor.com. Please put “COMPLAINT” in the subject line.

Product Purchases; Disclaimer of Warranties and Limitation of Liability Regarding the Products

Purchases of Products through the Site are subject to the following conditions:

When you confirm a Purchase, you enter into a legally binding contract with Kaival to pay the associated purchase price for the Products included in your order. Orders may not be cancelled, nor Products returned, absent Kaival’s prior written consent, which may be withheld in Kaival’s sole discretion.

Unless agreed to in writing between you and Kaival, you do not have the right to resell any of the Products to any third party.
Counterfeit Products. There is significant traffic, on the internet and elsewhere, in products that are counterfeit versions of the Products (“Counterfeit Products”). We advise you to purchase the Products directly from the Site, or from our authorized direct retailers [https://bidivapor.com/privacy-policy/], and not from other websites or questionable retail channels. Kaival shall have no liability for your use of Counterfeit Products. If we have reason to suspect that you are trafficking in Counterfeit Products, we reserve the right to discontinue your access to the Site, and to take advantage of any other remedy available to us at law or equity.
The Products are designed to discourage tampering. If you have an issue with a Product, DO NOT DISSASEMBLE OR TAMPER WITH THE PRODUCT. Rather, contact our Product Help Desk at support@bidivapor.com/1-833-367-2434.
THE PRODUCTS ARE SOLD ON AN “AS-IS”, “WHERE-IS” BASIS, AND KAIVAL MAKES NO REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, AS TO THE SAFETY, CONFORMITY WITH SPECIFICATIONS, FUNCTIONALITY, INTELLECTUAL PROPERTY COMPLIANCE, OR ADEQUACY OF THE PRODUCTS, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. AS A USER OR OTHERWISE, YOU PURCHASE AND USE THE PRODUCTS AT YOUR OWN RISK.
IN NO EVENT SHALL KAIVAL NOR OUR AFFILIATES, OFFICERS, DIRECTORS, AGENTS, EMPLOYEES, OR ASSIGNS BE LIABLE FOR ANY INDIRECT, SPECIAL, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES, OR FOR LOSS OF PROFITS, REVENUE, OR USE, INCURRED BY A USER OR ANY THIRD PARTY, WHETHER IN AN ACTION IN CONTRACT, OR TORT, OR OTHERWISE EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. KAIVAL’S LIABILITY FOR DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE SALE OF PRODUCTS SHALL IN NO EVENT EXCEED THE PURCHASE PRICE OF THE DEFECTIVE PRODUCTS. THIS PROVISION IS NOT A WARRANTY.

Authorization to Contact You For Administrative Matters

You hereby authorize us to contact you, at the email address(es) and telephone number(s) you provide, regarding the following issues:

Any reason relating to your Account or your use of the Site and/or Services.

Disputed Product sales.

Lack of current Account or payment information.

For any reason that you have consented to or might consent to in the future, including marketing purposes.

For the purpose of enforcing our rights under this Agreement and any other agreement we may have with you, now or in the future.

We will not share your contact information with any third party, except for the purpose of debt collection regarding any fees owed to us under this or any other agreement between you and Kaival.

User Conduct

The Site and Service may only be used for the intended purpose for which this Site and Service are being made available. The intended purpose of Site and Service is to provide information about the Products and an online marketplace for the Products.

You agree not to:

Post, message, otherwise transmit, or post links to any Content, or select any User Name that is unlawful, harmful, threatening, abusive, harassing, tortuous, defamatory, vulgar, obscene, pornographic, libelous, invasive of privacy or publicity rights, hateful, or racially, sexually, ethnically or otherwise objectionable.

Post, message, otherwise transmit, or post links to any Content that promotes illegal activity, including without limitation the provision of instructions for illegal activity.

Harm Users in any way.

Make any sexual request on behalf of a minor or make any sexual request of a minor.

“Stalk” or otherwise harass another individual.

Collect or store personally identifying information about other users for commercial or unlawful purposes.

Impersonate any person or entity, including, but not limited to, an Kaival official, employee, guide or host, or falsely state or otherwise misrepresent your affiliation with a person or entity.

Employ misleading User Names or Profiles or falsify information in any part of any communication, including messages, transmitted through the Service.

Post, message, otherwise transmit, or post links to any Content that you do not have a right to transmit under any law or regulation.

Post, message, or otherwise transmit, or post links to any Content that facilitates hacking.

Post, message, otherwise transmit, or post links to any unsolicited or unauthorized advertising, promotional materials, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” or any other form of solicitation, except in those areas that are designated for such purpose.

Upload, post, message, otherwise transmit, or post links to any material that contains software viruses, worms, Trojan horses, time bombs, trap doors or any other computer code, files or programs or repetitive requests for information designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment or to diminish the quality of, interfere with the performance of, or impair the functionality of the Service.

Do anything contrary to United States of America Law, or Local, or International Law.

Termination

Your Account may be terminated, and any pending payments forfeited if we believe misuse or abuse of the Site or Service has occurred, or any of the terms of use of the Site have been violated. Notwithstanding such termination, we reserve the right to take legal action against you for any contravention of this or any other agreement between you and Kaival.

Intellectual Property

Any and all intellectual property rights, including all patents, trademarks, works of authorship, trade names, trade secrets, and any and all related rights, pertaining to the Products, the Site, and the Services (“Kaival IP”) are the sole and exclusive property of Kaival. No license or transfer of the Kaival IP is effected by this Agreement, the operation of the Site or Services, or otherwise absent Kaival’s express written consent.

Use of any trademark, service mark, or name of Kaival for commercial purposes is forbidden without written consent.

You agree that you shall not:

Take any action that may interfere with the Kaival IP or Kaival’s ownership or exercise thereof;

Challenge Kaival’s right to the Kaival IP;

Make any claim adverse to Kaival’s ownership of the Kaival IP;

Use any mark, anywhere, that is confusingly similar to the Kaival IP;

Alter, obscure, or remove any of Kaival’s trademarks, copyright notices, or other proprietary notices placed on the Goods;

Place Kaival’s name or the name of any of its brands or affiliates on any sign, vehicle or place of business without Kaival’s prior written consent; or

Purchase, store, possess, sell, consign, or otherwise traffic in Counterfeit Products.

Disclaimer of Warranties and Limitation of Liability Regarding the Site and Services

We work hard to keep our Site and Services functioning properly, but we cannot guarantee the availability or sufficiency of our Site or Services. The Services may be subject to interruptions, errors, or delays outside of our control.

You hereby agree that you are making use of the Site and Services at your own risk, and that they are being provided to you on an “AS-IS” and “AS AVAILABLE” basis. To the extent permitted by applicable law, we hereby disclaim all express or implied warranties, including implied warranties of merchantability, fitness for a particular purpose, and non-infringement.

We make no representation or warranty that the Site or Services will be suitable for use by any person or organization.

In addition, neither we nor our affiliates, officers, directors, agents, employees, or assigns shall be liable for:

Your or your child’s use or inability to use the Site or Services;

The value of any Products;

Delays or disruptions in the Site or Services;

Viruses or any malicious software obtained by the use of the Site or Services;

Glitches, bugs, or inaccuracies of any kind in the Site or Services;

Damage to your hardware arising from your use of the Site or Services;

The content, listings, actions or inactions of any User or third party;

Damages resulting from a suspension of your Account due to breach of this or any agreement with us; or

Your need to alter behavior or business practices as a result of alterations in this or any agreement with us.

Notwithstanding the foregoing, if we are found to be liable for damages to you under any theory of liability, our liability to you or any third party shall be limited to the greater of (1) your payments to us in the twelve (12) months preceding the filing of the claim at issue and (2) $100.

General Release

If you have a dispute with one or more Users or third parties, you release us (and our affiliates, officers, directors, agents, employees, and assigns) from any and all claims, demand, or damages of every kind and nature, known and unknown, arising out of or in any way connected with such disputes. In entering into this release you expressly waive any protections, statutory or otherwise, that would otherwise limit the coverage of this release to include only those claims which you may know or suspect to exist in your favor at the time of agreeing to this release.

General Limitation of Damages

UNDER NO CIRCUMSTANCES, INCLUDING NEGLIGENCE, SHALL KAIVAL BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES THAT MAY RESULT FROM THE USE OR INABILITY TO USE THE SITE AND/OR SERVICES, INCLUDING WITHOUT LIMITATION USE OF OR RELIANCE ON THE SITE AND/OR SERVICES, INTERRUPTIONS, ERRORS, DEFECTS, MISTAKES, OMISSIONS, DELETIONS OF FILES, DELAYS IN OPERATION OR TRANSMISSION, NONDELIVERY OF INFORMATION, DISCLOSURE OF COMMUNICATIONS, OR ANY OTHER FAILURE OF PERFORMANCE.

Release and Indemnity

YOU HEREBY RELEASE AND WAIVE ANY AND ALL CLAIMS AND/OR LIABILITY AGAINST KAIVAL ARISING FROM OR IN CONNECTION WITH YOUR OR YOUR CHILD’S USE OF THE SITE OR SERVICES. YOU ALSO AGREE TO DEFEND, INDEMNIFY AND HOLD HARMLESS, KAIVAL, FROM AND AGAINST, ANY AND ALL CLAIMS OR LIABILITY, INCLUDING COSTS AND ATTORNEYS FEES, ARISING FROM OR IN CONNECTION WITH YOUR OR YOUR CHILD’S USE OF THE SITE OR SERVICE OR FAILURE TO ABIDE BY APPLICABLE LAW.

Legal Disputes

PLEASE READ THIS SECTION CAREFULLY, AS IT AFFECTS YOUR RIGHTS AND WILL HAVE A SUBSTANTIAL IMPACT ON HOW CLAIMS BETWEEN YOU AND KAIVAL WILL BE RESOLVED.

You and Kaival agree that any claim arising from this Agreement, any other agreement between you and Kaival, or your use of the Site or Services will be resolved in accordance with this Section.

Applicable Law: You agree that any claim or dispute arising between you and Kaival shall be governed by the laws of the State of Florida, without reference to the conflict of laws principles of the State of Florida.

Agreement to Arbitrate: You and Kaival agree that any claim or dispute arising between you and Kaival regarding this Agreement, any other agreement between you and Kaival, or your use of the Site or Services shall be resolved through final and binding arbitration, rather than in court. The Federal Arbitration Act shall govern the interpretation and enforcement of this Agreement to Arbitrate.

Prohibition of Class and Representative Actions and Non-Individualized Relief

You and Kaival agree that each of us may bring claims against the other only on an individual basis and not as a plaintiff or class member in any purported class or representative action or proceeding. Unless both you and Kaival agree otherwise, the arbitrator may not consolidate or join more than one person’s or party’s claims, and may not otherwise preside over any form of a consolidated, representative, or class proceeding. Also, the arbitrator may award relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief necessitated by such party’s individual claim. No relief awarded may affect other Users.

Arbitration Procedures

An arbitrator shall apply the terms of this Agreement and any other agreement between you and Kaival as a court would. A court of competent jurisdiction shall decide the issue of arbitrability, if applicable.

The arbitration shall be conducted by the American Arbitration Association (“AAA”) under its rules and procedures, as modified by this Agreement, including AAA’s Supplementary Procedures for Consumer Related Disputes.

A party seeking arbitration must first send to the other, by certified mail, a completed Notice of Dispute. Notices of Dispute against Kaival must be sent to: Kaival Inc., 401 N WICKHAM RD – STE 130, MELBOURNE, FLORIDA, 32935

The forum of arbitration shall be Orlando, Florida.

If a dispute cannot be resolved within 30 days after a notice is sent, either party may initiate arbitration proceedings. Arbitration forms may be found on the AAA’s website at: www.adr.org. The initiating party must send the initiation form certified mail to the other party.

The arbitrator shall decide the substance of all claims in accordance with the laws of the State of New York, including recognized principles of equity, and will honor all claims of privilege recognized by law. The arbitrator shall not be bound by rulings in prior arbitrations involving different Users, but shall be bound by the principles of claim preclusion and issue preclusion.

Severability; Judicial Forum

In the event an arbitrator or court decides that any part of this Agreement to Arbitrate is invalid or unenforceable, the other parts of this Agreement to Arbitrate shall still apply.

In the event an arbitrator or court finds this Agreement to Arbitrate unenforceable such that your case will not be tried by an arbitrator, you agree that all claims brought against Kaival shall be brought in the Federal District Court for the Middle District of Florida (or if no subject matter jurisdiction is found, in the state courts located in Orlando, Florida); and you hereby submit to the personal and subject matter jurisdiction of such court.

General Provisions

Kaival is located at 401 N WICKHAM RD – STE 130, MELBOURNE, FLORIDA, 32935.

Except as otherwise provided in this Agreement, if any provision of this Agreement is held to be invalid, void or for any reason unenforceable, such provision shall be struck out and shall not affect the validity and enforceability of the remaining provisions. In our sole discretion, we may assign this Agreement, by providing notice of such assignment.

Headings are for reference purposes only and do not limit the scope or extent of such Section. Our failure to act with respect to a breach by you or others does not waive our right to act with respect to subsequent or similar breaches. We do not guarantee we will take action against all breaches of this User Agreement.

We may amend this Agreement at any time by posting the amended terms on www.bidivapor.com. Our right to amend this Agreement includes the right to modify, add to, or remove terms in the Agreement. We will provide you 30-day notice by posting the amended terms. Additionally, we will notify you through your Account. Your continued access or use of our Services constitutes your acceptance of the amended terms. We may also ask you to acknowledge your acceptance of the Agreement through an electronic click-through. This Agreement may not otherwise be amended except through mutual agreement by you and a Kaival representative who intends to amend this Agreement and is duly authorized to agree to such an amendment.

The policies posted on our Sites may be changed from time to time. Changes take effect when we post them on the Kaival Site.

No agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by this User Agreement.

This Agreement, the Privacy Policy, and all polices set forth the entire understanding and agreement between you and Kaival and supersede all prior understandings and agreements of the parties.

The following Sections survive any termination of this User Agreement: Fees, Content, Disclaimer of Warranties (for Products and the Site and Services); Limitation of Liability (for Products and the Site and Services); Indemnity, and Legal Disputes.

Definitions

“Account” is an account on the Site.

“Content” means information, text, music, sound, photographs, pictures, graphics, video, messages, files, or other materials.

“Fee” means the money paid through, or to, Kaival or any third party, in exchange for the Services, the provision of a Class or Classes, or any other service (i.e. payment processing).

“Listing” means a web page or advertisement for a Product.

“Party” or “party” means you or Kaival.

“Profile” means a web page customized by a User, which page may include, without limitation the User’s User Name, contact information, and preferences.

“Service” means the maintenance of an informational site, online marketplace and all associated services and activities, as may be modified at any time in the sole discretion of Kaival.

“Site” means “Bidivapor.com” and/or its affiliated websites, mobile apps, web apps and other means established by Kaival for accessing the Service.

“User” means an individual who has access to the Site.

“User Name” means an alias created for use on the Site.

Thank you for reaching out to us. We apologize for any inconvenience this may have caused you. Please fill out all the required fields below to request a replacement for your defective unit.

Check your Existing Request

WARNING: This product contains nicotine.
Nicotine is an addictive chemical.

Preferred Vendor Agreement

PREFERRED VENDOR AGREEMENT

RECITALS

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Bidi Vapor

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Privacy and Cookie Policy

INFORMATION WE COLLECT

HOW WE USE THE INFORMATION WE COLLECT

DISCLOSURE OF YOUR INFORMATION

USE OF COOKIES AND OTHER TECHNOLOGIES

INTEREST-BASED ADVERTISING

YOUR PRIVACY RIGHTS

INTERNATIONAL DATA TRANSFERS

THIRD-PARTY WEBSITES

INFORMATION SECURITY

CONTACT US

Terms and Conditions

WARNING: This product contains nicotine. Nicotine is an addictive chemical.

Preferred Vendor Agreement

PREFERRED VENDOR AGREEMENT

RECITALS

Resources

Bidi Vapor

Contact Information

Follow Us

INFORMATION WE COLLECT

HOW WE USE THE INFORMATION WE COLLECT

DISCLOSURE OF YOUR INFORMATION

USE OF COOKIES AND OTHER TECHNOLOGIES

INTEREST-BASED ADVERTISING

YOUR PRIVACY RIGHTS

INTERNATIONAL DATA TRANSFERS

THIRD-PARTY WEBSITES

INFORMATION SECURITY

CONTACT US

WARNING: This product contains nicotine.
Nicotine is an addictive chemical.