TERMS & CONDITIONS

Texas Cloud Distro
texasclouddistro.com

Effective Date: June 1, 2026    |    Last Updated: June 1, 2026

Agreement to Terms

These Terms and Conditions ("Terms") constitute a legally binding agreement between Texas Cloud Distro ("Company," "we," "us," or "our") and you, the buyer or account holder ("Buyer," "you," or "your"). By accessing or using our website at texasclouddistro.com (the "Site"), creating an account, or placing an order, you confirm that you have read, understood, and agree to be bound by these Terms in their entirety.

If you do not agree to these Terms, you must not access the Site or place any order. These Terms apply to all transactions conducted through the Site, including all wholesale purchases of nicotine products, vaping devices, hemp-derived products, accessories, and any other items we offer.

PLEASE READ THESE TERMS CAREFULLY. SECTION 14 CONTAINS AN ARBITRATION CLAUSE AND WAIVER OF CLASS ACTION RIGHTS THAT AFFECTS HOW DISPUTES ARE RESOLVED. BY USING THIS SITE YOU AGREE TO THOSE TERMS.

Eligibility — Wholesale B2B Only

Business Use Only

Texas Cloud Distro is a wholesale distributor. Our Site and products are available exclusively to licensed retail businesses, smoke shops, convenience stores, and other authorized commercial resellers. We do not sell to individual consumers. By creating an account or placing an order, you represent and warrant that:

• You are purchasing on behalf of a duly registered and licensed business entity.
• Your business is authorized under applicable law to purchase, possess, and resell the products you are ordering.
• You are not purchasing products for personal, household, or end-consumer use.

Age Requirement — 21+

All account holders and authorized representatives must be at least 21 years of age. In accordance with the federal Tobacco 21 (T21) law, no person under 21 may purchase or attempt to purchase nicotine, tobacco, or vapor products from Texas Cloud Distro. By registering or placing an order, you confirm that you are at least 21 years old and that your business complies with all applicable minimum age laws in your jurisdiction.

Business Verification

All new accounts are subject to a verification process before access to the Site's ordering system is granted. We reserve the right to request any or all of the following:

• Valid state or local business license
• Government issued photo ID of the authorized representative
• Federal Employer Identification Number (EIN) or Tax Identification Number (TIN)
• Resale certificate or sales tax permit (where required by your state)
• Proof of business address (utility bill, lease, or bank statement)
• Tobacco or nicotine retail/distribution license (where required)

We reserve the right to deny account registration, suspend, or terminate any account that fails to meet our verification standards or that we determine, in our sole discretion, does not represent a legitimate wholesale business.

Products and Pricing

Product Descriptions and Accuracy

Texas Cloud Distro makes every effort to ensure that product descriptions, images, specifications, and pricing on the Site are accurate. However, we do not warrant that product descriptions or other content are error-free, complete, or current. Product images are for illustrative purposes only and may differ from actual products received due to manufacturer packaging updates or variations.

Pricing

All prices are listed in U.S. dollars and are subject to change without prior notice. Prices displayed at the time your order is confirmed will govern that transaction. Taxes, shipping fees, and applicable surcharges are not included in listed product prices and will be calculated and displayed at checkout.

We are not responsible for typographical errors in pricing. In the event of a pricing error, we reserve the right to cancel the affected order and notify you before processing.

Product Availability

All orders are subject to product availability. If a product is out of stock after your order has been placed, we will notify you and offer the option of a substitution, backorder, store credit, or refund for the unavailable item. Texas Cloud Distro is not liable for any damages resulting from product unavailability.

Minimum Order Requirements

Texas Cloud Distro may impose minimum order quantities (MOQ) or minimum order dollar amounts for certain products or product categories. These requirements, if applicable, will be displayed on the relevant product pages or communicated to your account representative. We reserve the right to adjust MOQ requirements at any time.

Orders and Account Information

By placing an order, you represent that all account and order information you provide is current, complete, and accurate. You agree to promptly update your account information — including business address, license numbers, email, and payment details — to ensure accurate processing.

Texas Cloud Distro reserves the right to refuse or cancel any order at our sole discretion, including orders that appear to be placed for personal use, orders involving suspicious activity, orders where payment cannot be verified, or orders that would violate any applicable law or regulation. If we cancel an order after payment has been received, we will issue a full refund through the original payment method.

We may, at our discretion, limit quantities purchased per account, per billing address, or per order, particularly for high demand or promotional items.

Payment Terms

Accepted Payment Methods

Texas Cloud Distro accepts the following forms of payment:

• Major credit and debit cards (Visa, Mastercard, American Express, Discover) — processed through our PCI-DSS compliant payment gateway.
• ACH / Bank Transfer — available for verified accounts with an established payment history. Contact us at texasclouddistro@gmail.com to set up ACH.
• Wire Transfer — accepted for large orders. Wire transfer details will be provided upon request.

Due to industry regulations, certain payment aggregators (such as PayPal, Venmo, Cash App, and Zelle) are not available for wholesale vape transactions. Standard card processors including Stripe and Square are similarly unavailable for this product category.

Payment Authorization and Timing

Orders will not be processed or shipped until payment has been successfully authorized and cleared. For ACH and wire transfers, processing begins only after funds are confirmed received. We may require prepayment or a deposit for new accounts, large orders, or orders of high-demand products.

Chargebacks and Disputes

Filing a chargeback or payment dispute without first contacting Texas Cloud Distro to attempt resolution constitutes a material breach of these Terms. If you believe there is an error with a charge, you must contact us at texasclouddistro@gmail.com within 7 business days of the charge. We will work in good faith to resolve any billing discrepancy.

Fraudulent chargebacks will be investigated and reported to appropriate authorities. Any account involved in a fraudulent chargeback will be permanently suspended, and the outstanding balance will be referred to collections. Texas Cloud Distro reserves the right to recover all fees, costs, and attorney's fees associated with contesting fraudulent disputes.

Sales Tax

Texas Cloud Distro charges applicable sales tax as required by law. Buyers with a valid resale certificate or exemption on file may be exempt from sales tax on eligible purchases. It is the Buyer's sole responsibility to ensure their resale certificate is current and on file with us. Texas Cloud Distro is not responsible for any tax obligations arising from the Buyer's resale of products.

Shipping and Delivery

Processing Times

Orders are typically processed within 1–3 business days after payment is confirmed, subject to product availability and verification status. Processing times may be longer during high-volume periods or promotional events. Texas Cloud Distro is not liable for delays caused by carrier operations, natural disasters, weather events, or other circumstances beyond our reasonable control.

PACT Act Carrier Compliance

All shipments containing nicotine products, electronic nicotine delivery systems (ENDS), or tobacco products are shipped exclusively through carriers that operate in compliance with the PACT Act. USPS is prohibited by federal law from carrying these products. All regulated shipments require an adult signature (21+) and presentation of valid government-issued photo ID upon delivery.

Shipping Address and Title

We ship only to verified commercial business addresses within the continental United States and approved territories. We do not ship to P.O. Boxes, forwarding addresses, or residential addresses unless specifically approved in writing. Title and risk of loss transfer to the Buyer upon delivery to the carrier. The Buyer is responsible for all applicable shipping fees, duties, and taxes.

Inspection Upon Receipt

Buyers must inspect all orders immediately upon receipt. Any claims for missing items, incorrect products, or visible shipping damage must be reported to Texas Cloud Distro within 24 hours of delivery by emailing texasclouddistro@gmail.com with the order number and photographic documentation. Failure to report within this window may limit your ability to file a claim.

State Shipping Restrictions

Certain states, counties, or municipalities restrict or prohibit the sale, shipment, or possession of specific vaping, nicotine, or hemp derived products. Texas Cloud Distro will not knowingly ship products to jurisdictions where such shipments are prohibited by law. It is the Buyer's sole responsibility to confirm that the products they are ordering are legal to purchase, possess, and resell in their state and local jurisdiction. We reserve the right to refuse shipment to any address where legal compliance cannot be confirmed.

Returns, Exchanges, and Refunds

General Policy

All wholesale sales are final. Texas Cloud Distro does not accept returns for buyer's remorse, overstocking, or change of preference. Returns and exchanges are accepted only in the following circumstances:

• Defective products (manufacturing defects confirmed upon inspection).
• Products damaged in transit (must be reported within 24 hours of delivery with photographic evidence).
• Incorrect products shipped due to our error.

Return Authorization

No returns will be accepted without a Return Merchandise Authorization (RMA) number issued by Texas Cloud Distro. To request an RMA, contact texasclouddistro@gmail.com within 5 business days of delivery. Include your order number, a description of the issue, and clear photographs of the affected products. Unauthorized returns will be refused and returned to the sender at their expense.

Return Conditions

Approved returns must meet the following conditions:

• Products must be in original, unopened packaging (unless the defect requires the product to have been opened for discovery).
• Only defective or incorrectly shipped items should be included — do not include functioning products in a return shipment.
• Products that have been opened, used, tampered with, or are missing original packaging will not be accepted.

Refunds and Credits

Once a return is received and inspected, we will notify you of the approval or denial within 3–5 business days. Approved refunds will be issued via the original payment method or as store credit (at the Buyer's election), minus any applicable restocking or processing fees. Restocking fees of up to 15% may apply for returns of non defective items approved under exceptional circumstances. Original shipping charges are non-refundable.

Texas Cloud Distro works directly with manufacturers and brand distributors. For products where the manufacturer offers a direct warranty or replacement program, we will assist in facilitating that process. We are not responsible for changes in manufacturer specifications, production delays, or instructions issued by the manufacturer.

Legal Compliance — Buyer's Obligations

By purchasing from Texas Cloud Distro, you represent, warrant, and covenant that:

• Your business holds all licenses, permits, and registrations required by federal, state, and local law to purchase, possess, store, and resell the products you are ordering, including any applicable tobacco, nicotine, or hemp derived product licenses.
• You will comply with all applicable laws governing the resale, marketing, and distribution of the products you purchase from us, including but not limited to: the PACT Act, the Tobacco 21 (T21) law, the Federal Analogue Act, the 2018 Farm Bill (for hemp-derived products), and all applicable state and local regulations.
• You will verify the age of your customers (21+) before selling any nicotine, tobacco, or vapor product, as required by T21 and applicable state law.
• You will not resell or redistribute products to any individual under the age of 21 or to any unlicensed party.
• You will comply with all state-specific requirements regarding product labeling, health warnings, excise taxes, and reporting obligations.
• You will not ship products ordered from Texas Cloud Distro to states, territories, or jurisdictions where such products are restricted or prohibited.

Texas Cloud Distro is not responsible for any penalties, fines, forfeitures, or legal consequences arising from the Buyer's failure to comply with applicable law in connection with the resale or distribution of products purchased from us.

Product Warnings and Disclaimers

Nicotine Products

Products sold by Texas Cloud Distro may contain nicotine, a chemical known to be addictive. Nicotine products are intended for adult use only (21+) by persons who are already consumers of nicotine or tobacco products. These products are not intended as smoking cessation devices and have not been evaluated by the FDA for such use.

CALIFORNIA PROPOSITION 65 WARNING: Products sold here may contain nicotine. Nicotine is known to the State of California to cause birth defects or other reproductive harm.

No Medical Claims

None of the products sold by Texas Cloud Distro have been evaluated by the U.S. Food and Drug Administration (FDA). Our products are not intended to diagnose, treat, cure, or prevent any disease or medical condition. Nothing on the Site constitutes medical advice. Buyers should direct end consumers to consult a qualified healthcare professional before using any of these products.

Battery and Device Safety

Vaping devices and hardware containing lithium-ion (Li-ion) batteries carry inherent risks if misused, improperly stored, or damaged. Texas Cloud Distro is not liable for injury, property damage, or loss resulting from the improper use, storage, charging, or handling of batteries or vaping devices. Buyers are responsible for informing their customers of proper battery safety practices.

Intellectual Property

All content on the Site, including but not limited to text, images, logos, graphics, product descriptions, and site design, is the property of Texas Cloud Distro or its content suppliers and is protected by applicable intellectual property laws. You may not reproduce, distribute, modify, display, or create derivative works from any content on the Site without the prior written consent of Texas Cloud Distro.

Product names, brand names, and trademarks displayed on the Site belong to their respective owners. The display of third-party trademarks does not imply any affiliation with or endorsement by those brand owners.

Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, TEXAS CLOUD DISTRO SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF DATA, OR LOSS OF BUSINESS OPPORTUNITY, ARISING OUT OF OR RELATED TO YOUR USE OF THE SITE, PURCHASE OF PRODUCTS, OR BREACH OF THESE TERMS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

IN NO EVENT SHALL TEXAS CLOUD DISTRO'S TOTAL LIABILITY TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THESE TERMS OR YOUR USE OF THE SITE EXCEED THE TOTAL AMOUNT PAID BY YOU TO TEXAS CLOUD DISTRO IN THE THREE (3) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

Some jurisdictions do not allow the exclusion of certain warranties or the limitation of liability for certain damages. In such jurisdictions, our liability is limited to the fullest extent permitted by law.

Indemnification

You agree to defend, indemnify, and hold harmless Texas Cloud Distro, its officers, directors, employees, contractors, and agents from and against any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable attorney's fees) arising out of or related to: (a) your use of the Site; (b) your purchase, resale, or distribution of products; (c) your violation of these Terms; (d) your violation of any applicable law or regulation; or (e) any claim by a third party arising from your sale of products to end consumers.

Governing Law and Venue

These Terms shall be governed by and construed in accordance with the laws of the State of Texas, without regard to its conflict of law provisions. Any legal action or proceeding arising out of or relating to these Terms that is not subject to arbitration under Section 14 shall be brought exclusively in the state or federal courts located in the State of Texas, and you consent to the personal jurisdiction of such courts.

Dispute Resolution and Arbitration

PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR LEGAL RIGHTS.

Any dispute, claim, or controversy arising out of or relating to these Terms or your use of the Site or purchase of products (collectively, "Dispute") shall first be submitted to good-faith negotiation between the parties. If the Dispute cannot be resolved through negotiation within 30 days, it shall be resolved by binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules.

The arbitration shall take place in Texas. The arbitrator's decision shall be final and binding and may be entered as a judgment in any court of competent jurisdiction.

CLASS ACTION WAIVER: You agree that any arbitration or legal proceeding shall be conducted on an individual basis only, and you waive any right to bring or participate in a class action, class arbitration, or representative proceeding against Texas Cloud Distro.

Notwithstanding the above, Texas Cloud Distro reserves the right to seek injunctive or other equitable relief in any court of competent jurisdiction to prevent the actual or threatened infringement of intellectual property rights or to collect amounts owed.

Account Termination

Texas Cloud Distro reserves the right to suspend or permanently terminate any account, without prior notice or liability, for any reason, including but not limited to: violation of these Terms, fraudulent activity, chargebacks, failure to maintain required business licensing, attempting to purchase for personal use, or conduct we determine to be harmful to our business or other customers.

Upon termination, all outstanding orders may be cancelled (with refund of cleared payments), and access to the Site will be revoked. Provisions of these Terms that by their nature should survive termination shall survive, including Sections 8, 11, 12, 13, 14, and 16.

General Provisions

Entire Agreement

These Terms, together with our Privacy Policy and any other policies posted on the Site, constitute the entire agreement between you and Texas Cloud Distro with respect to the subject matter hereof and supersede all prior agreements, representations, and understandings.

Modifications

Texas Cloud Distro reserves the right to update or modify these Terms at any time. We will post the updated Terms on the Site with a revised "Last Updated" date. Your continued use of the Site or placement of orders after any update constitutes your acceptance of the revised Terms. We recommend reviewing these Terms periodically.

Severability

If any provision of these Terms is found to be unenforceable or invalid by a court of competent jurisdiction, that provision shall be modified to the minimum extent necessary to make it enforceable, and all other provisions shall remain in full force and effect.

Waiver

Our failure to enforce any right or provision of these Terms shall not constitute a waiver of that right or provision. No waiver shall be effective unless made in writing and signed by an authorized representative of Texas Cloud Distro.

No Third Party Beneficiaries

These Terms are for the sole benefit of the parties hereto and their permitted successors and assigns. Nothing in these Terms shall create or be deemed to create any right in any third party.

Contact Information

For questions, concerns, or requests related to these Terms and Conditions, please contact us:

Texas Cloud Distro

Website: texasclouddistro.com
Email: texasclouddistro@gmail.com
State of Operations: Texas, United States

These Terms and Conditions do not constitute legal advice. Texas Cloud Distro recommends consulting a licensed attorney experienced in tobacco, nicotine, and hemp product regulations to ensure full compliance with all applicable federal and state laws.