HOW HIGH DISTRIBUTOR PROGRAM
TERMS AND CONDITIONS
Last Updated: July 27, 2023
Acceptance of these Terms and Conditions.
These terms and conditions are entered into by and between the individual or entity agreeing to these terms and conditions (“you”) and Relivia, Inc., a Delaware corporation doing business as “How High” (“Company,” “we,” or “us”). The following terms and conditions, together with any documents they expressly incorporate by reference (collectively, “Terms and Conditions”), govern your participation in the How High Distributor Program (the “Program”). By participating in the Program, you accept and agree to be bound and abide by these Terms and Conditions, our Privacy Policy, found at https://www.howhigh.com/policies/privacy-policy, and our Website Terms of Use, found at https://www.howhigh.com/policies/terms-of-service, each of which is incorporated herein by reference. In the event that any terms or conditions contained herein conflict with terms and conditions contained in the Website Terms of Use, the terms and conditions contained herein shall govern. These Terms and Conditions apply to both distributors and sub-distributors; provided, however, that sub-distributors will not have the ability to register additional sub-distributors unless specifically authorized by the Company. If you do not agree to these Terms and Conditions, you may not participate in the How High Distributor Program.
Description of the How High Distributor Program.
The How High Distributor Program (the “Program”) provides you with the opportunity to earn funds by acting as an independent distributor of certain products sold by the Company (collectively, “Products”). You may resell the Products to various wholesalers (each, a “Customer”) by purchasing the Products yourself and reselling them or directing Customers to purchase the Products via our Website.
Distributors may also register up to three (3) sub-distributors (each, a “Sub-Distributor”) who can purchase Products from you and resell them to Customers. Subject to guidelines, which may be implemented by the Company from time to time, you set the pricing at which Sub-Distributors and Customers may purchase the Products.
Changes to the Terms of Use.
We may revise and update these Terms and Conditions from time to time in our sole discretion. All changes are effective three (3) business days after the provision of notice to you. We may provide notice to you by emailing you or notifying you via the distributor portal on our website www.howhigh.com (the “Portal”). Any changes to the dispute resolution provisions contained in these Terms and Conditions will not apply to any disputes for which the parties have actual notice on or before such changes take effect.
Your continued participation in the Program three (3) business days after you have received notice of changes to these Terms and Conditions means that you accept and agree to the changes.
Non-Exclusive Appointment.
By registering for the Program and agreeing to these Terms and Conditions, you are appointed as a non-exclusive distributor for the Company. The Company may, in its sole discretion, sell the Products to any other person, including other distributors, retailers, wholesalers, and end users. You agree to use commercially reasonable efforts to promote and sell the Products to Customers in a manner that reflects favorably at all times on the Products and the good name, goodwill, and reputation of the Company consistent with good business practice. You agree to observe all directions, instructions, and policies provided to you by the Company in relation to the promotion and sales of the Products. You agree not to make any materially misleading or untrue statements concerning the Company, including any product disparagement practices.
Price of Products and Fees.
Products will be sold to you at the Company’s then-current distributor prices, which may change from time to time in our sole discretion. You will be able to view the then-current distributor prices for Products via the Portal. Subject to restrictions, which we may issue from time to time, you may unilaterally establish the prices at which you resell Products to Sub-Distributors and Customers.
Trademark License Grant.
During the Term, we grant you a non-exclusive, non-transferable, and non-sublicensable license to be used solely in connection with the promotion and resale of the Products in accordance with these Terms and Conditions to use our trademarks and service marks, whether registered or unregistered. On the termination of the Term, or upon our request, you must promptly discontinue the display or use of any trademark or service mark or change the manner in which it is displayed or used with regard to the Products. Upon the termination of the Term, your rights under this Section 6 shall cease immediately. Other than the express licenses granted by this Section 6, we do not grant you any right or license by implication, estoppel, or otherwise, to the Products or any intellectual property rights of the Company or its affiliates.
Term and Termination.
These Terms and Conditions will be in effect from the time you successfully enroll in the Program and accept these Terms and Conditions, and shall continue until terminated in accordance with this Section 7 (the “Term”). Either the Company or you may terminate the Term at any time and for any reason by providing written notice to the other party. Upon termination of the Term, you will no longer be a distributor for the Company and, except as otherwise specified herein, all of your rights under these Terms and Conditions shall immediately terminate; provided, however, that unless we terminate the Term for cause, we will pay you any amounts that accrued through the date of termination.
Disclaimer of Warranties.
You agree that any order you place with us is only an offer to buy the Products identified in your order. All orders must be accepted by us, or we will not be obligated to sell the Products to you. We may choose not to accept orders at our sole discretion and reserve the right to cancel orders even after we send you a confirmation email with your order number and details of the items you have ordered. Products may have limited quantities and may be discontinued at any time.
All prices, discounts, and promotions provided to you by us are subject to change without notice. The price charged for a Product will be the price in effect at the time the order is placed and will be set out in your order confirmation email. Price increases will only apply to orders placed after such changes. All prices are in United States dollars. Posted prices do not include applicable taxes or shipping charges, if any. All such taxes and charges will be added to your merchandise total. We strive to display accurate price information. However, we may, on occasion, make inadvertent typographical errors, inaccuracies, or omissions related to Products, pricing, availability, and other details. We reserve the right to correct any errors, inaccuracies, or omissions at any time and to cancel any orders arising from such occurrences.
Terms of payment are within our sole discretion, and payment must be received by us before we ship an order. If you make payment using a credit or debit card, you represent and warrant that (i) the card and other information you supply to us is true, correct, and complete, (ii) you are duly authorized to use such card for the purchase, (iii) charges incurred by you will be honored by your card company, and (iv) you will pay charges incurred by you at the posted prices, including shipping and handling charges and all applicable taxes, if any, regardless of the amount quoted on the Website at the time of your order.
ALL PRODUCTS OFFERED BY US TO YOU ARE PROVIDED “AS IS” WITHOUT ANY WARRANTY WHATSOEVER, INCLUDING, WITHOUT LIMITATION, ANY (A) WARRANTY OF MERCHANTABILITY; (B) WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; OR (C) WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY; WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE, OR OTHERWISE.
Compliance with Laws.
You shall at all times comply with all federal, state and local laws, ordinances, regulations and orders that are applicable to the operation of your business, and these Terms and Conditions and your performance hereunder. Without limiting the generality of the foregoing, you shall at all times, at your own expense, obtain and maintain all certifications, credentials, authorizations, licenses, and permits necessary to conduct your business relating to the exercise of your rights and the performance of your obligations under these Terms and Conditions.
Indemnification.
You agree to indemnify, hold harmless, and defend the Company and its officers, directors, partners, members, shareholders, employees, agents, affiliates, successors, and permitted assigns (collectively, “Indemnified Party”) against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including attorneys’ fees, fees, and the costs of enforcing any right to indemnification under this Agreement and the cost of pursuing any insurance providers, relating to any claim of a third party or the Company arising out of or occurring in connection with: (a) your acts or omissions as a distributor of the Products, including breach of these Terms and Conditions; (b) your advertising or representations that warrant performance of the Products beyond that provided by us; (c) any failure by you to comply with any applicable laws; or (d) your gross negligence or willful misconduct.
Limitation of Liability.
EXCEPT FOR OBLIGATIONS TO MAKE PAYMENT UNDER THIS AGREEMENT OR LIABILITY FOR INDEMNIFICATION, IN NO EVENT:
(a) IS THE COMPANY OR ANY COMPANY REPRESENTATIVE LIABLE FOR CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR ENHANCED DAMAGES, LOST PROFITS OR REVENUES, OR DIMINUTION IN VALUE, ARISING OUT OF OR RELATING TO ANY BREACH OF THESE TERMS AND CONDITIONS, REGARDLESS OF: (i) WHETHER THE DAMAGES WERE FORESEEABLE; (ii)WHETHER OR NOT YOU WERE ADVISED OF THE POSSIBILITY OF THE DAMAGES; AND (iii) THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT, OR OTHERWISE) ON WHICH THE CLAIM IS BASED.
(b) SHALL THE COMPANY’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS AND CONDITIONS, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EXCEED THE TOTAL OF THE AMOUNTS PAID AND AMOUNTS ACCRUED BUT NOT YET PAID TO YOU UNDER THESE TERMS AND CONDITIONS IN THE SIX (6) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM OR $1,000, WHICHEVER IS LESS.
THE FOREGOING LIMITATIONS APPLY EVEN IF YOUR REMEDIES UNDER THESE TERMS AND CONDITIONS FAIL OF THEIR ESSENTIAL PURPOSE.
ARBITRATION.
Any dispute, controversy, or claim arising out of or related to these Terms and Conditions or any breach or termination of these Terms and Conditions, and any alleged violation of any federal, state, or local statute, regulation, common law, or public policy, whether sounding in contract, tort, or statute, shall be submitted to and decided by binding arbitration. Arbitration shall be administered by the American Arbitration Association and held in Los Angeles County, California before a single arbitrator, in accordance with the American Arbitration Association’s Commercial Arbitration Rules. Any arbitral award determination shall be final and binding upon the parties. Judgment on the arbitrator’s award may be entered in any court of competent jurisdiction.
Arbitration shall proceed only on an individual basis. You and the Company waive all rights to have disputes heard or decided by a jury or in a court trial and the right to pursue any class or collective claims against each other in court, arbitration, or any other proceeding. Each party shall only submit their own individual claims against the other and will not seek to represent the interests of any other person. The arbitrator shall have no jurisdiction or authority to compel any class or collective claim, or to consolidate different arbitration proceedings with or join any other party to an arbitration between the parties.
EACH PARTY HERETO UNDERSTANDS, ACKNOWLEDGES AND AGREES THAT BY AGREEING TO ARBITRATE ANY DISPUTES ARISING OUT OF THESE TERMS AND CONDITIONS OR THE TRANSACTIONS CONTEMPLATED HEREBY, IN ACCORDANCE WITH THIS SECTION 12, SUCH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL ACTION ARISING OUT OF SUCH MATTERS.
Miscellaneous.
You may not assign any rights or delegate or subcontract any obligations under these Terms and Conditions without our prior written consent. Any assignment in violation of the foregoing shall be deemed null and void. We may freely assign our rights and obligations under these Terms and Conditions at any time. Subject to the limits on assignment stated above, these Terms and Conditions will inure to the benefit of, be binding on, and be enforceable against each of the parties hereto and their respective successors and assigns.
These Terms and Conditions, including and together with the Website Terms of Use and Privacy Policy, each of which is hereby incorporated by reference herein, constitutes the sole and entire agreement of the parties hereto with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, regarding such subject matter.
Subject to the limitations and other provisions of these Terms and Conditions, Sections 6, 7, 8, 9, 10, 11, 12, and 13 of these Terms and Conditions, as well as any other provision that, in order to give proper effect to its intent, should survive the expiration or termination of the Term, shall survive such expiration or termination.
If any term or provision of these Terms and Conditions is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of these Terms and Conditions or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon a determination that any term or provision is invalid, illegal, or unenforceable, the arbitrator may modify these Terms and Conditions to give effect to the original intent of the parties as closely as possible in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.
No waiver by any party of any of the provisions of these Terms and Conditions shall be effective unless explicitly set forth in writing and signed by the party so waiving. Except as otherwise set forth in these Terms and Conditions, no failure to exercise, or delay in exercising, any rights, remedy, power, or privilege arising from these Terms and Conditions shall operate or be construed as a waiver thereof, nor shall any single or partial exercise of any right, remedy, power, or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.
Subject to the next sentence, these Terms and Conditions solely benefit you and the Company and our respective permitted successors and assigns and nothing in these Terms and Conditions, express or implied, confers on any other person (including any Customer) any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of these Terms and Conditions. The Parties hereby designate Indemnified Parties as third-party beneficiaries of Section 10 with the right of enforcement.
These Terms and Conditions, and all matters arising out of or relating to these Terms and Conditions are governed by, and construed in accordance with, the laws of the State of Delaware, United States of America, without regard to the conflict of laws provisions thereof to the extent such principles or rules would require or permit the application of the laws of any jurisdiction other than those of the State of Delaware.
We shall not be liable or responsible to you, or be deemed to have defaulted under or breached these Terms and Conditions, for any failure or delay in fulfilling or performing any term of these Terms and Conditions, when and to the extent such failure or delay is caused by or results from acts beyond our control, including, without limitation, the following force majeure events: (a) acts of God; (b) flood, fire, earthquake, pandemics, epidemics, or explosion; (c) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest; (d) government order, law, or actions; (e) embargoes or blockades in effect on or after the date of this Agreement; (f) national or regional emergency; (g) telecommunication breakdowns, power outages or shortages, lack of warehouse or storage space, inadequate transportation services, or inability or delay in obtaining supplies of adequate or suitable materials; and (h) other events beyond our control.
The parties to these Terms and Conditions are independent contractors and nothing in these Terms and Conditions shall be deemed or construed as creating a joint venture, partnership, agency relationship, franchise, or other business opportunity between you and the Company. Neither party, by virtue of this Agreement, will have any right, power, or authority to act or create an obligation, express or implied, on behalf of the other party. Except as provided otherwise in these Terms and Conditions, you have the discretion to determine your methods of operation, accounting practices, your Customers, and your service areas and methods. The relationship created hereby between the parties is solely that of seller and distributor.
The products available on HowHigh.com are age-restricted and intended for adults of legal smoking age only. All orders placed on the website will be verified by an industry leading Age Verification software for validation. By entering our website, you affirm that you are of legal smoking age in your jurisdiction and you agree to be Age Verified.
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