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Terms & Conditions

Terms and Conditions

Effective Date: June 01, 2026

These Terms and Conditions ("Terms") govern access to and use of institutional.shftholdings.com (the "Site") and all purchases made through the Site. The Site is owned and operated by SHFT Holdings, LLC ("SHFT Holdings," "we," "us," or "our"). By registering for an account, accessing the Site, or placing an order, you ("Buyer," "you," or "your") agree to be bound by these Terms.

If you do not agree to these Terms, do not access the Site or place orders through it.

1. Wholesale Business Use Only

The Site is a business-to-business wholesale ordering portal. It is intended exclusively for licensed businesses, institutional purchasers, and government procurement entities, including correctional facility commissary operators and their authorized distributors.

The Site is not open to the general public. We do not sell products to individual consumers through the Site, and no products purchased through the Site are intended for personal use by the purchaser.

2. Eligibility

To register for an account and purchase through the Site, you must:

  • Be a legally formed business entity or government purchasing entity in good standing;
  • Hold all licenses, permits, and registrations required by federal, state, and local law to purchase, distribute, or resell tobacco and nicotine products in your jurisdiction;
  • Designate an authorized representative who is at least 21 years of age to manage the account and place orders; and
  • Provide accurate, current, and complete information during registration and keep that information updated.

We reserve the right to verify any information you provide, request supporting documentation (including copies of licenses and tax registrations), and approve, deny, suspend, or revoke account access at our sole discretion.

3. Account Registration and Security

Access to pricing, product catalogs, and ordering functions requires an approved account. You are responsible for maintaining the confidentiality of your account credentials and for all activity that occurs under your account. You agree to notify us immediately of any unauthorized use of your account. We are not liable for any loss arising from unauthorized use of your credentials.

You may not share, transfer, or resell account access to any third party without our prior written consent.

4. Products

Products available through the Site contain nicotine derived from tobacco. Nicotine is an addictive chemical. All products are intended for sale only to adults 21 years of age or older in compliance with federal law.

Product descriptions, specifications, and imagery on the Site are provided for general information. We reserve the right to modify product formulations, packaging, and specifications at any time, subject to applicable regulatory requirements.

5. Buyer Compliance Obligations

As a condition of purchasing through the Site, you represent, warrant, and agree that you will:

  • Maintain all licenses and permits required to purchase, hold, distribute, or resell the products in every jurisdiction in which you operate;
  • Sell or distribute products only to persons 21 years of age or older, and only in compliance with all applicable federal, state, local, and tribal laws, including minimum age verification requirements;
  • Comply with all applicable provisions of the Prevent All Cigarette Trafficking (PACT) Act, the Federal Food, Drug, and Cosmetic Act, and all regulations of the U.S. Food and Drug Administration applicable to your activities;
  • Not remove, alter, deface, or obscure any required health warnings, labeling, or packaging on any product;
  • Not export products outside the United States without our prior written consent and all required authorizations; and
  • Promptly notify us if any license or permit relevant to your purchases is suspended, revoked, or expires.

We may suspend or terminate your account immediately if we have reason to believe you are not in compliance with these obligations.

6. Orders and Acceptance

All orders placed through the Site are offers to purchase and are subject to our acceptance. We may accept or reject any order in whole or in part for any reason, including product availability, credit considerations, licensing concerns, or regulatory restrictions in your jurisdiction. An order is accepted only when we issue an order confirmation or ship the products, whichever occurs first.

Minimum order quantities, case pack requirements, and product availability are as stated on the Site at the time of order and may change without notice.

7. Pricing and Payment

Prices shown on the Site are wholesale prices available only to approved account holders and are subject to change without notice. The price applicable to your order is the price in effect at the time the order is placed, exclusive of applicable taxes, shipping, and handling unless otherwise stated.

Payment terms are as stated at checkout or in a separate written agreement between you and SHFT Holdings. Unless credit terms have been extended in writing, payment is due in full at the time of order. You are responsible for all applicable excise taxes, sales and use taxes, and other governmental charges arising from your purchase, except taxes based on our net income.

Past due amounts may accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law, plus costs of collection.

8. Shipping, Title, and Risk of Loss

Shipping methods, carriers, and estimated delivery timelines are as stated at checkout. Shipping dates are estimates only and are not guaranteed. Unless otherwise agreed in writing, title and risk of loss pass to you upon our delivery of the products to the carrier.

You are responsible for inspecting all shipments upon receipt. Claims for shortages, damage in transit, or incorrect items must be submitted in writing within five (5) business days of delivery, accompanied by reasonable supporting documentation.

9. Returns

Due to the regulated nature of the products, all sales are final unless otherwise stated. We do not accept returns except for verified shipping errors or products damaged in transit, reported within the window described in Section 8. Approved returns require a return authorization issued by us in advance. Unauthorized returns may be refused.

10. Product Recalls and Regulatory Actions

In the event of a product recall, market withdrawal, or regulatory action affecting any product, you agree to cooperate fully with us, including by ceasing further sale or distribution of affected products, segregating affected inventory, and following our reasonable instructions regarding return or destruction. We will work with you in good faith regarding credits or replacements for affected products in your possession.

11. Intellectual Property

All content on the Site, including the mindSHFT and SHFT Holdings names, logos, trademarks, product designs, text, graphics, and images, is owned by or licensed to SHFT Holdings and is protected by intellectual property laws. Your account grants you a limited, non-exclusive, non-transferable right to access and use the Site for legitimate wholesale purchasing purposes only.

You may not use our trademarks, trade names, or product imagery in your own marketing or sales materials without our prior written consent, except for accurate identification of products you lawfully resell.

12. Confidentiality

Wholesale pricing, volume terms, product roadmap information, and other non-public information made available to you through the Site or in connection with your account constitute confidential information of SHFT Holdings. You agree not to disclose such information to any third party, except as required by law or government procurement rules applicable to you, without our prior written consent.

13. Disclaimer of Warranties

EXCEPT AS EXPRESSLY STATED IN THESE TERMS OR REQUIRED BY APPLICABLE LAW, ALL PRODUCTS AND THE SITE ARE PROVIDED "AS IS" AND "AS AVAILABLE." TO THE FULLEST EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SITE WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE.

14. Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY LAW, SHFT HOLDINGS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, OR BUSINESS OPPORTUNITY, ARISING OUT OF OR RELATED TO THESE TERMS, THE SITE, OR THE PRODUCTS, REGARDLESS OF THE THEORY OF LIABILITY, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

OUR TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO ANY ORDER WILL NOT EXCEED THE AMOUNT YOU PAID FOR THE PRODUCTS GIVING RISE TO THE CLAIM. SOME JURISDICTIONS DO NOT ALLOW CERTAIN LIMITATIONS OF LIABILITY, SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

15. Indemnification

You agree to indemnify, defend, and hold harmless SHFT Holdings and its officers, directors, members, employees, and agents from and against any claims, losses, liabilities, damages, costs, and expenses (including reasonable attorneys' fees) arising out of or related to: (a) your breach of these Terms; (b) your violation of any applicable law or regulation, including age verification, licensing, and tax laws; (c) your resale or distribution of products; or (d) your negligence or willful misconduct.

16. Suspension and Termination

We may suspend or terminate your account and access to the Site at any time, with or without notice, for any reason, including breach of these Terms, lapse of required licensure, non-payment, or regulatory concerns. Sections of these Terms that by their nature should survive termination will survive, including payment obligations, confidentiality, disclaimers, limitations of liability, and indemnification.

17. Compliance with Law and Export Restrictions

You agree to comply with all applicable laws in connection with your use of the Site and purchase of products. Products may not be sold or shipped to any jurisdiction where their sale is prohibited. We reserve the right to decline orders destined for jurisdictions where we determine, in our sole discretion, that sale or shipment would violate applicable law or create undue regulatory risk.

18. Governing Law and Dispute Resolution

These Terms are governed by the laws of the State of Florida, without regard to its conflict of laws principles. Any dispute arising out of or relating to these Terms or your use of the Site will be resolved exclusively in the state or federal courts located in West Palm Beach, Florida, and you consent to the personal jurisdiction of those courts.

Government entity purchasers: where applicable procurement law requires different venue, governing law, or dispute resolution terms, the applicable procurement contract or purchase order terms will control to the extent of the conflict.

19. Modifications to These Terms

We may update these Terms from time to time. The "Effective Date" above reflects the date of the most recent revision. Material changes will be communicated through the Site or by notice to the email address associated with your account. Your continued use of the Site or placement of orders after changes take effect constitutes acceptance of the revised Terms.

20. General Provisions

These Terms, together with any order confirmations and any separate written agreements between you and SHFT Holdings, constitute the entire agreement between the parties regarding the Site and purchases made through it. If any provision of these Terms is held unenforceable, the remaining provisions will remain in full force. Our failure to enforce any provision is not a waiver of our right to do so later. You may not assign these Terms without our prior written consent. Nothing in these Terms creates any partnership, joint venture, or agency relationship between the parties.

21. Contact

Questions about these Terms or your account may be directed to:

SHFT Holdings Enterprises, LLC

Attn: Privacy

2000 Glades Rd, Suite 200
Boca Raton, FL 33431

Email: info@shftholdings.com

Phone: +1 (561) 388-9946

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