Exodus Enterprises — Terms of Service

These Terms of Service ("Terms") govern your access to and use of the websites, storefronts, wholesale programs, communications, and products/services of Exodus Enterprises, LLC and its affiliates and subsidiaries (collectively, "Exodus," "we," "us," "our," the "Services"). By visiting, purchasing from, creating an account with, or otherwise using the Services, you agree to these Terms and to policies we reference (together, the "Agreement"). If you do not agree, do not use the Services.

Primary Contacts
• Website: https://exoclub.com/ (opens in a new window)
• Email: support@exoclub.com
• Phone: 1-833-271-2956
• Mailing: 1712 Pioneer Ave, Ste 105, Cheyenne, WY 82001, USA
• California Office (no in-person retail): 7535 Irvine Center Dr, Suite 200, Irvine, CA 92618, USA

1. Scope, audience, affiliates, and document order

1.1 Users Covered. These Terms apply to:

• Retail Users purchasing through our websites
• Wholesale Clients purchasing for resale or commercial use (together, "Customers")

1.2 Affiliates, Subsidiaries, and Partners. The Services include products and programs offered by Exodus directly, by our subsidiaries and affiliates, and by manufacturing or co-marketing partners whose products we distribute or for whom we act as sales agent. Your agreement to these Terms extends to such affiliates and partners for purposes of order fulfillment, verification, payment processing, and after-sales support.

1.3 Order of Precedence. If we and a Wholesale Client sign a Master Supply/Reseller Agreement, Credit Terms, or PO-specific terms, that signed document controls to the extent of conflict; otherwise, these Terms control. Posted policies (Privacy Policy, GDPR, Shipping Policy, Refund Policy, Cookie Policy) are incorporated by reference.

1.4 Updates. We may update these Terms by posting a new version with a revised "Last Updated" date. Material changes will be highlighted by reasonable means. Continued use constitutes acceptance. If you disagree, stop using the Services and cancel open subscriptions (Section 6).

2. Eligibility, regulated products, and legal compliance

2.1 Age & Capacity. You must be the age of majority (18+; 21+ where required for nicotine or other restricted goods) and legally capable of entering contracts.

2.2 Regulated Goods. Products such as nicotine vapes and other restricted items are offered only where lawful. We may require government-issued ID, selfie/biometric comparison through a compliant vendor where permitted, adult signature at delivery, and other steps to confirm eligibility.

2.3 Wholesale Verification. Wholesale Clients must pass business verification: legal entity name, EIN/tax ID, reseller/seller's permit, principal identity verification, and Shop Information (business address, industry, channels). We may request licenses, registrations, and compliance documentation and deny/withdraw wholesale access if verification fails.

2.4 Export & Sanctions. You will not export, re-export, sell, or divert products in violation of U.S. export controls or to sanctioned persons/territories. Wholesale Clients must sell only in approved territories and channels; no gray-market diversion.

3. Accounts, security, and communications

3.1 Your Account. Provide accurate, current, and complete information, and keep it updated. You are responsible for all activity under your credentials.

3.2 Security Practices. Use strong, unique passwords; keep devices secure; notify support@exoclub.com of any suspected compromise. We may suspend accounts during investigation.

3.3 Operational Communications. We may contact you about orders, compliance, deliveries, subscriptions, and support via email, phone/SMS (Nextiva), WhatsApp (optional), or iMessage (optional). Marketing messages require your consent and are governed by our Privacy/GDPR notice.

3.4 Call Recording. Where lawful, calls may be recorded for quality and compliance. See our Phone Policy for details.

4. Product listings, availability, pricing, and taxes

4.1 Invitation to Transact. Listings are invitations; your order is an offer; acceptance occurs upon our shipment confirmation or explicit written acceptance.

4.2 Corrections. We may correct errors, inaccuracies, or omissions (including price, description, promotions, shipping charges, transit times, availability) at any time, including after you place an order. If a correction is material, we may cancel and refund or request instructions.

4.3 Taxes and Fees. You are responsible for all applicable taxes, duties, and fees. We may estimate and charge them at checkout or invoice later as permitted by law. Wholesale Clients must provide valid exemption certificates where applicable.

4.4 POs and Pack Configurations (Wholesale). Unless otherwise agreed, POs are accepted subject to these Terms. We may use case-packs, palletized freight, substitutions of functionally equivalent SKUs, backorders, or partial shipments consistent with industry practice.

4.5 High-Value Order Controls (≥ USD 10,000)

For any single order or aggregated same-day orders equal to or exceeding USD 10,000:

• Pre-Shipment Requirements. You must provide:

• a valid business license or seller's/reseller's permit
• a government-issued photo ID of the authorized purchaser
• current business contact information (legal name, address, phone, email)

We may request additional documents to verify identity and eligibility for regulated goods.
• Payment Before Shipment. We do not ship goods above this threshold before cleared payment, unless you have a signed credit/terms agreement with Exodus expressly allowing shipment ahead of payment.
• Terms by Written Agreement Only. Any credit terms, net-payment arrangements, or pay-on-delivery exceptions must be set forth in a signed agreement with Exodus; otherwise, prepayment is required.
• Ongoing Relationship Review. We may re-evaluate any relationship at any time for risk, compliance, creditworthiness, or business reasons and may decline, limit, or terminate future orders at our discretion consistent with applicable law.
• Documents on Request. We will provide copies of our standard high-value requirements and forms upon request.

5. Payment processing, affiliates’ gateways, and authorization

5.1 Providers and Gateways. Payments are processed by Authorize.net and/or via Chargent within Salesforce. In addition, you agree that when purchasing products manufactured by or sold through our subsidiaries/affiliates/partners, your payment may be processed through their approved payment gateways and merchant accounts for fulfillment efficiency and compliance. We do not store full card numbers.

5.2 Customer-Initiated Transactions (CIT). By clicking Pay or similar, you authorize Exodus (or our designated affiliate/partner acting as merchant of record) to charge your payment method for the full amount shown, including taxes, shipping, add-ons you select, and any configurable options disclosed at checkout.

5.3 Stored Credentials & Merchant-Initiated Transactions (MIT). You authorize Exodus, our affiliates/subsidiaries, partners, and processors to store tokens and to initiate future charges to the same method for:
• Subscriptions/recurring shipments you enable;
• Approved balance adjustments (e.g., shipping upgrades you request);
• Amounts owed under these Terms, including recollection of valid charges after a successful chargeback representment;
• Wholesale accessorials: freight re-ratings, liftgate/inside delivery, appointment fees, limited-delivery-area surcharges, and other carrier-assessed charges supported by carrier proof;
• Affiliate/Partner Fulfillment. Where a subsidiary or partner fulfills your order, you expressly consent to credential storage and MIT by that entity’s gateway solely to complete the specific transaction(s) and related adjustments consistent with these Terms.
• High-value/abuse controls. We may disable stored-credential/MIT privileges for accounts with prior improper disputes and require wire/ACH prepayment for future orders.

5.4 Resubmission/Retry Authorization. You authorize Exodus (or our affiliate/partner merchant, as applicable) to retry failed transactions in accordance with card network rules or ACH/NACHA rules (if applicable) and to use any stored backup payment method you have provided.

6. Subscriptions, ACH (wholesale), and late balances

6.1 Subscriptions Are Opt-In. Subscriptions are never automatic. You select the product(s) and frequency (e.g., every 2/4/6 weeks). The skip/cancel cutoff is 48 business hours before the renewal charge. If you cancel after the cutoff, the current cycle may still ship and bill.

6.2 How to Cancel. Use your account portal (My Account → Subscriptions → Cancel) or email support@exoclub.com. We will confirm by email.

6.3 Price & Offer Changes. Subscription pricing or benefits may change; we will provide notice consistent with law. Your continued participation after notice constitutes acceptance.

6.4 ACH (Wholesale, Optional). If you sign our ACH authorization, you authorize us (or our designated affiliate) to debit your account for invoices, re-debits for returns, and bank fees where permitted. NACHA rules govern; you may revoke by written notice in accordance with the ACH authorization.

6.5 Late Balances (Wholesale Credit). If we extend terms, invoices are due as shown. Late amounts accrue interest at the lesser of 1.5% per month or the maximum permitted by law. You agree to pay reasonable collection costs, including attorneys' fees, for undisputed overdue balances. Failure to maintain an acceptable dispute history may result in revocation of credit terms and a requirement for prepayment on all future orders.

7. Chargebacks, billing disputes, and representment

7.1 Contact Exodus First (30-Day Window). You agree to contact us and provide a reasonable 30-day window to resolve a billing dispute before initiating any bank dispute or chargeback, unless immediate filing is required by your cardholder agreement.

7.2 No Improper Chargebacks. You agree not to initiate chargebacks for:

• delivered goods that match the description and our posted Returns/RMA terms
• shipments made within stated windows
• freight accessorials (e.g., re-delivery, liftgate) documented by the carrier
• subscription renewals processed before the skip/cancel cutoff (Section 6)

7.3 Representment Authorization. If a chargeback is filed, you authorize Exodus (or our affiliate/partner merchant of record) to contest it ("representment") and submit documentation including order logs, device/IP data, communications, carrier scans, adult-signature receipts, and geotagged PoD photos (where used).

7.4 Re-Debit After Win. If representment succeeds or a dispute is reversed, you authorize Exodus (or our affiliate/partner merchant) to re-debit the card (or ACH if you authorized ACH) for the recovered amount and any network/processor fees where permitted by law and network rules.

7.5 Chargeback Abuse Policy (Forward-Looking Measures). Where we determine (acting reasonably) that a chargeback was fraudulent or abusive, we may, for future business and where lawful:
• require prepayment only and decline stored-credential payments;
• add a dispute-administration fee (a reasonable amount reflecting our internal handling costs) disclosed at the time of your next order; and/or
• decline high-value or regulated orders.
These measures are prospective; they do not impose liquidated damages for past activity and do not limit non-waivable consumer rights.

7.6 Card-Network Realities. You acknowledge Exodus cannot unilaterally "cancel" a chargeback; only the issuer/cardholder can. Nothing here restricts rights that cannot be waived under applicable law.

8. Shipping, delivery, risk of loss, and inspection

8.1 Methods and Costs. Shipping options and costs are shown at checkout or on wholesale quotes/acknowledgments. We may ship partial orders and backorders.

8.2 Risk of Loss & Title. Risk of loss passes upon delivery to the address you provide (or to the carrier for FOB Origin shipments as expressly stated in wholesale terms). Adult signature may be required for restricted goods.

8.3 Delivery Proof. Carrier scans, adult-signature manifests, and PoD photos/geotags (where used) are prima facie proof of delivery.

8.4 Inspection & Shortages. Inspect on receipt. Report visible damage/shortages within 48 hours and concealed damage within 5 business days. For palletized freight, note shortages/damage on the BOL at delivery and photograph pallets.

8.5 Refusals & Undeliverables. If a shipment is refused or undeliverable for reasons not caused by us, you are responsible for return freight, re-delivery fees, and storage where assessed.

9. Returns, refunds, and RMAs (written approval + signature required)

9.1 Policy & Written Approval. All returns require our prior written approval. Do not ship anything back until you receive a written RMA approval from us. See our Refund Policy for complete details.

9.2 Signed RMA Required. You must sign the RMA form we issue before shipping any return. Returns sent without a signed RMA may be refused or incur handling charges.

9.3 Condition & Fees. Items must be complete and in resalable condition unless returning for verified defect/warranty. We may charge restocking and deduct original/return freight unless prohibited by law or the return is our fault.

9.4 Wholesale Finality. Wholesale sales are generally final except for verified defect, DOA, or as agreed in writing. Remedies may include repair, replacement, or credit, at our discretion consistent with law.

9.5 Documents on Request. Copies of our RMA procedures and forms are available upon request at support@exoclub.com or see our Refund Policy.

10. Wholesale-specific terms

10.1 Resale, Territory, and Channels. Wholesale Clients may sell only in approved territories and channels, in compliance with platform rules and local law. No diversion, bundling that misrepresents origin or safety, or sales to unauthorized marketplaces.

10.2 Brand Integrity. Use of our trademarks and marketing assets must follow our Brand Guidelines. We may revoke asset licenses at any time.

10.3 Forecasts, Backorders, and Substitutions. Forecasts are non-binding. Backorders may be cancelled by either party for extended delays; we will refund unfulfilled amounts. We may substitute functionally equivalent SKUs after written notice.

10.4 Credit Terms. If we grant terms, they depend on continued creditworthiness. We may modify or withdraw terms or require prepayment at any time.

10.5 Traceability & Recalls. You will cooperate with recalls, field corrections, and batch/lot traceability requests for regulated goods. Provide sell-through reports on request during a recall.

11. Prohibited conduct

You may not:

• violate law or encourage unlawful acts
• infringe IP or privacy rights
• upload malware or attempt to bypass security
• scrape or misuse the Services
• impersonate others or submit misleading info
• use products for unlawful or prohibited applications
• interfere with or disrupt the Services
• resell outside authorized channels (wholesale) or engage in diversion

12. Intellectual property and user content

12.1 Ownership. Site content, logos, marks, product photography, documentation, and code are owned by Exodus, its subsidiaries, or licensors and protected by law.

12.2 Limited License. We grant you a limited, revocable, nonexclusive, non-transferable license to access and use the Services for lawful purposes and, for Wholesale Clients, to use approved assets solely to market authorized products.

12.3 User-Generated Content (UGC). If you submit content (reviews, photos, feedback), you grant Exodus a worldwide, royalty-free, sub-licensable license to use, reproduce, modify, publish, translate, distribute, and display that content in connection with the Services and marketing, subject to our Privacy/GDPR commitments. We may remove content at our discretion.

13. Privacy, data processing, and affiliate/partner gateways

13.1 Privacy/GDPR. Our processing of personal data is described in our GDPR Compliance & Data Protection page (link) and Data Protection & Security page (link). We use platforms including WordPress/WooCommerce, Vercel, Salesforce/Pardot, Klaviyo, Authorize.net, Chargent, AWS, Hetzner, Google Analytics (consent-gated), PostHog (consent-gated), Nextiva, and optional client channels WhatsApp and iMessage.

13.2 Affiliate/Partner Processing Consent. By purchasing products made by our subsidiaries/affiliates/partners or sold by us on their behalf, you consent to us sharing and processing your data with and through those affiliates/partners as needed to:

• verify eligibility (including ID/business verification)
• process payment through their approved gateways/merchant accounts
• fulfill, ship, and support orders
• administer recalls/warranties/returns

consistent with these Terms and our Privacy page.

13.3 Wholesale Verification Records. For regulated wholesale orders, we may store Shop Information, EIN/tax IDs, reseller permits, and ID verification results for statutory periods and limitation periods to evidence compliance.

13.4 Telephony & Messaging. Operational communications may occur via phone/SMS (Nextiva) and—at your request—WhatsApp or iMessage. You may choose email/phone only. See our Phone Policy (link).

13.5 Electronic Signatures. You consent to transact electronically (e.g., DocuSign). Electronic signatures/consents are binding where permitted by law.

13.6 Documents on Request. We will provide copies of our privacy and data-processing summaries, and affiliate/partner processing descriptions, upon request.

14. Warranties and disclaimers

14.1 AS IS. Except as expressly stated in a product insert or written warranty, the Services and products are provided "AS IS" and "AS AVAILABLE" without warranties of any kind, express or implied, including merchantability, fitness for a particular purpose, title, or non-infringement.

14.2 No Medical Claims. We do not provide medical, therapeutic, or health advice. Products are not intended to diagnose, treat, cure, or prevent any disease.

14.3 Third-Party Links. We are not responsible for third-party sites or resources.

15. Limitation of liability

To the maximum extent permitted by law, Exodus and its affiliates/subsidiaries will not be liable for indirect, incidental, special, consequential, exemplary, or punitive damages, or for lost profits, revenue, or data, even if advised of the possibility. Our aggregate liability for any claim related to the Agreement will not exceed the amount you paid for the product/service giving rise to the claim during the three (3) months preceding the event. Some jurisdictions do not allow certain limits; where they do not, the limits apply to the fullest extent permitted.

16. Indemnification

You will defend, indemnify, and hold harmless Exodus, its subsidiaries/affiliates, officers, employees, and agents from and against claims, losses, liabilities, damages, costs, and expenses (including reasonable attorneys' fees) arising out of or related to:

• your breach of the Agreement
• misuse of the Services
• violation of law
• resale, distribution, or use of products (wholesale)
• alleged infringement or violation arising from your content, listings, or branding changes

17. Force majeure

We are not liable for delay or failure caused by events beyond our reasonable control, including acts of God, labor disputes, pandemics, shortages, carrier failures, embargoes, cyberattacks, or governmental actions. Time for performance is extended for the period of delay.

18. Dispute resolution, arbitration, and class waiver

18.1 Good-Faith Resolution. Before filing arbitration or a proceeding, the party must email a detailed notice and allow 30 days to resolve. Notices to support@exoclub.com.

18.2 Binding Arbitration (FAA). Any dispute, claim, or controversy arising out of or relating to the Agreement or the Services will be resolved by binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules (Wholesale Clients) or Consumer Arbitration Rules (Retail Users), as applicable, and the Federal Arbitration Act (FAA).

18.3 Venue & Language. Unless prohibited by law, the seat and venue of arbitration will be Orange County, California or Laramie County, Wyoming (at Exodus’s election), in English. Remote/virtual hearings may be used.

18.4 Class Action Waiver. No class actions or class arbitrations. Each case proceeds individually.

18.5 Mass-Arbitration Administration. If 25+ substantially similar demands are filed by or with the same counsel/funder, the parties agree to reasonable administrative protocols: staged filing, batching, bellwethers, and fee phasing.

18.6 Injunctive Relief. Either party may seek temporary injunctive relief in court to protect IP or confidentiality pending arbitration.

18.7 Small Claims. Either party may proceed in small-claims court for qualifying matters.

18.8 Non-Waivable Rights. This Section is enforced to the fullest extent allowed; where not permitted, the remainder survives.

18.9 Waiver of Jury Trial. To the fullest extent permitted by law, the parties irrevocably waive any right to a trial by jury in any proceeding (whether brought in court as permitted by these Terms, or arising out of the arbitration agreement).

19. Governing law and venue

The Agreement is governed by the laws of the State of Wyoming, without regard to conflict-of-law rules (or, at Exodus’s election, the laws of the state where Exodus is registered), except that the FAA governs arbitration. Subject to Section 18, courts in Laramie County, Wyoming or Orange County, California (at Exodus’s election) have exclusive jurisdiction for permissible court actions.

20. Confidentiality (wholesale)

20.1 Definition. “Confidential Information” means non-public information disclosed by a party, including pricing, roadmaps, customer lists, logistics, forecasts, financials, and know-how.

20.2 Obligations. The receiving party will use the same care it uses for its own confidential information (not less than reasonable care), limit access to need-to-know personnel under confidentiality obligations, and not disclose to third parties without prior written consent.

20.3 Exceptions. Public information, independently developed information, or information rightfully obtained without confidentiality obligations is not Confidential Information. Required disclosures by law are permitted with prompt notice (if lawful) to allow protective measures.

21. Compliance verification and audit (wholesale)

21.1 Compliance. Wholesale Clients will comply with applicable laws and these Terms, including packaging, labeling, storage, and marketing rules for regulated goods.

21.2 Audit. Upon reasonable notice, Wholesale Clients will provide documents reasonably necessary to verify compliance (e.g., permits, age-gate processes, recall contact info). We may audit during normal business hours solely to verify compliance.

21.3 Documents on Request. Copies of standard compliance forms, verification checklists, and policy summaries are available upon request.

22. Termination and suspension

22.1 By Exodus. We may suspend or terminate accounts, orders, subscriptions, or wholesale status for breach, suspected fraud or diversion, non-payment, or legal non-compliance, or where risk is unacceptable. We may re-evaluate relationships at any time and decline, limit, or terminate future orders in our discretion consistent with law.

22.2 By You. You may stop using the Services at any time and cancel subscriptions as described in Section 6.

22.3 Effect. Upon termination, licenses end; accrued obligations (including payment) survive.

23. Electronic notices and signatures

You consent to electronic communications and electronic signatures (including DocuSign) and agree they satisfy legal writing/signature requirements to the extent permitted by law. Keep your contact details current.

24. Changes to Terms and policies

We may modify these Terms or referenced policies by posting updated versions with new effective dates. If changes are material, we will use reasonable means to notify you. Your continued use after changes constitutes acceptance.

25. Miscellaneous

25.1 Assignment. You may not assign the Agreement without our written consent; we may assign to an affiliate/subsidiary or in connection with merger, sale, or reorganization.
25.2 Severability. If any provision is unenforceable, the remainder remains in effect to the fullest extent permitted.
25.3 No Waiver. Failure to enforce a provision is not a waiver.
25.4 Entire Agreement. These Terms plus referenced policies are the entire agreement, except that any signed agreement between us prevails to the extent of conflict.
25.5 Headings. Headings are for convenience only.

26. Credit/Debit/ACH authorization recap (convenience)

Related Policies & Resources

• GDPR Compliance — Privacy & data protection
• Data Protection — Security measures
• Refund Policy — Returns & RMA process
• Shipping Policy — Delivery & logistics
• Cookie Policy — Cookie usage & consent
• Contact Support — Get help