Terms and Conditions
KAIVAL BRANDS INNOVATIONS GROUP, INC.
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.
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.
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
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.
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 email@example.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 firstname.lastname@example.org, or call 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.
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.
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.
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.
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.
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.
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.
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.
“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.