Reseller Policy

This Policy for Authorized Resellers, hereinafter referred to as the "Policy," is applicable to all individuals or entities acting as Authorized Resellers ("Resellers", “You”, “Customer”) of NewFlora LLC. ("NewFlora LLC", “Company”), doing business as NewFlora, and its products ("Products"). This Policy shall be effective immediately upon acceptance. By purchasing Products from NewFlora for retail sale, you ("Reseller") agree to abide by the terms and conditions outlined below:

WHEREAS, Customer desires to engage Company to purchase certain “Products” itemized on the website; and

WHEREAS, Company is in the business of selling the Products and desires to sell Products to Customer; and

NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and agreements contained herein, the receipt and sufficiency of which are acknowledged, the Parties hereto hereby agree as follows:
  1. DISCLAIMER. CUSTOMER ARE AUTHORIZED TO OFFER PRODUCTS PURCHASED FROM COMPANY FOR RETAIL SALE, ADHERING TO THE TERMS HEREIN. SELLING PRODUCTS IN VIOLATION OF THESE TERMS IS STRICTLY PROHIBITED AND MAY LEAD TO THE IMMEDIATE REVOCATION OF RESELLER'S AUTHORIZED RESELLER STATUS BY COMPANY, ALONG WITH OTHER APPLICABLE REMEDIES. PRODUCTS SOLD TO UNAUTHORIZED INDIVIDUALS OR THROUGH UNAUTHORIZED CHANNELS, INCLUDING UNAUTHORIZED WEBSITES, WILL NOT QUALIFY FOR CERTAIN COMPANY PROMOTIONS, SERVICES, AND/OR BENEFITS, EXCEPT WHERE PROHIBITED BY LAW, INCLUDING COVERAGE UNDER ANY COMPANY PRODUCT GUARANTEES.
  2. Changes and Modifications. Company retains the right to update, amend, or modify this Policy at its discretion.
  3. Term. This Policy shall commence on the date first written above and shall continue for 1 year(s) unless terminated earlier as provided herein. Thereafter, this Policy shall continue until terminated upon at least ninety (90) days’ notice by Company or ninety (90) days’ notice by Customer.
  4. Price and Payment. Prices of the Product are listed on partner.newflora.com “Website”. Company may adjust prices from time to time by delivering to Customer an amended Product and Pricing Sheet, provided, however, that price adjustments shall not affect the Purchase Orders that have been placed and accepted prior to the delivery of the amended Product and Pricing Sheet.
    1. Payment Terms and Options. Company shall issue an invoice to Customer on or any time after Customer completes a Purchase order and Company accepts a Purchase Order. Customer shall pay invoiced amounts due to Company. Customer may pay Company utilizing two types of purchasing options via wire transfer in accordance with the following payment schedule. All payments hereunder will be in US dollars unless otherwise agreed to in writing.
    2. Inventory Purchase. This is a purchase of physical products intended to be shipped immediately after payment.
    3. Inventory Credit. This is a prepayment for products that will be shipped at a later date. It is designed for customers who want to pay for a large bulk of inventory in advance. The products will be shipped in batches over time, ideal for customers with limited storage or other logistical considerations.
      1. Price Changes. If Company changes any pricing, the customer's quantity of inventory credits will not adjust according to any price change. Any credits will remain according to the original purchase price.
    4. Payment Dispute. In the event of a payment dispute, Customer shall deliver a written statement to Company no later than ten (10) business days prior to the date payment is due on the disputed invoice, listing all disputed items and providing a reasonably detailed description of each disputed item. Amounts not so disputed are deemed accepted and must be paid. The Parties shall seek to resolve all such disputes expeditiously and in good faith.
    5. Late Payments. Except for the invoiced payments that Customer has successfully disputed, Customer shall pay interest on all late payments calculated daily and computed monthly, at the lesser of the rate of five percent (5%) per month or the highest rate permissible under applicable Law.
    6. Refund Policy and Inventory Exchange. Refund requests made two (2) years or more after the purchase date will not be accepted under any circumstances. For refunds relating to physical inventory, only items returned in their original, unopened, and undamaged packaging are eligible. The customer must return the products within fourteen (14) days of submitting the refund request, and the refund will only be processed after the returned products have been received and inspected by Company to ensure compliance with the return conditions.
      1. In the case of inventory credit refunds, no physical products need to be returned, and the refund will be processed accordingly. For products purchased during a sales promotion or under a special discount, refunds will be calculated based on the original promotional price paid at the time of purchase, rather than the full retail or wholesale price.

      2. Additionally, refunds will be adjusted in accordance with Company’s tiered pricing structure. For example, if a customer purchased 200 units at a discount applicable to orders of 200 or more units and later returns 100 units, the refund will be recalculated based on the discount available for 100 units, which would result in a lesser refund.

      3. For refunds exceeding $5,000, Company reserves the right, at its sole discretion, to either process the full refund immediately or divide the refund into monthly installments. In such cases, the refund will be paid in equal installments, with one-third (1/3) of the total refund paid in each consecutive month, with the final payment being made within three (3) months of the refund approval.

      4. Refund of Inventory Credits.
        1. Company reserves the right, at its sole discretion, to issue a refund for any unused inventory credits purchased by Customer, following the same proportional refund terms outlined above. Company shall not be obligated to fulfill any remaining product deliveries associated with the refunded credits.
        2. Refund may be issued without liability or penalty, and Company is not required to produce, sell, or ship further inventory if it ceases production, discontinues sales, or is otherwise unable to fulfill orders. In such cases, Company will refund the remaining inventory credits to Customer based on the proportional value of the unused credits, and Customer agrees that they shall not be entitled to any further claims or remedies related to the undelivered inventory.

    7. Shipping Cost. Customers are responsible for the cost of shipping their orders, including any applicable fees and charges associated with the delivery of products. In the event a customer wishes to return any products, they are also responsible for covering the return shipping costs unless doing so would result in a net loss to the customer. Specifically, if the sum of the return shipping cost and the cost of the initial Products and associated shipping exceeds earnable income from the reselling of the Products which have not been returned or requested to be returned, thereby putting the customer at a financial loss, the customer will not be required to pay the return shipping costs. "Earnable income" will be calculated according to the current non-discounted retail price of the Products and the quantity of unreturned Products which can be sold or have already been sold. Additionally, when the Customer initiates a return shipment, Customer must provide Company with tracking information for the returned items to ensure the proper handling and processing of the return.
    8. Taxes. All prices are exclusive of, and Customer is solely responsible for, and shall pay all applicable taxes, duties, deductions, charges or fees; provided, however, that Customer shall not be responsible for any taxes imposed on Company’s income, revenues, gross receipts, personnel or real or personal property.
  5. Order and Product Administration.
    1. Purchase Orders. By requesting a Purchase Order, Customer makes an offer to purchase Products pursuant to the terms and conditions of this Policy. Any variations made to the terms and conditions of this Policy by Customer in any Purchase Orders are void and have no effect. Customer shall be obligated to purchase from Company quantities of Products specified in a Purchase Order. Each Order shall be deemed to be incorporated as part of this Policy upon Customer’s issuance thereof.
    2. Order Acceptance. Company accepts a Purchase Order by confirming the order in writing. Any additional or different terms proposed by Customer are rejected unless expressly agreed to in writing.
    3. Order Rejection. Company shall have the right to reject an Order without liability or penalty, and without constituting a waiver of any of Company’s rights or remedies under this Policy if the Order does not comply with the requirements of this Policy. Should Company reject an order based upon the foregoing, Company will notify Customer in writing of such rejection.
    4. Delivery Time. The Parties acknowledge that any time quoted for delivery is an estimate only. However, Company shall use commercially reasonable efforts to deliver all Products on or before the requested delivery date. No delay in the shipment or delivery of any Product relieves Customer of its obligations under this Policy, including accepting delivery of any remaining installment or other orders of Products.
    5. Sale Limitations. Customer are required to sell Products exclusively to end-users of the Products. Selling quantities of Products greater than those typically bought for personal use by an individual is not permitted.
    6. International Sales. Customer must obtain written consent from Company before selling, shipping, invoicing, or promoting the Products outside the United States.
    7. Resale Prohibition. Customer are strictly forbidden from selling or transferring any Products to any person or entity for resale without the prior written consent of Company. This includes sales to B2B accounts, wholesalers, freight forwarders/drop shippers for other Customer, or any other person or entity Reseller knows or has reason to believe intends to resell the Products.
    8. Online Sales. Customer must obtain written consent from Company, which is solely granted through execution of the Authorized Online Reseller Policy, before marketing or offering the Products for sale on any website or fulfilling sales of Products through any website. Selling on or through third-party marketplace sites or via social media or Internet forums is strictly prohibited without prior written consent from Company.
    9. Inspection. Following each delivery of Products by the Company, Customer may conduct inspection within ten (10) days after delivery of the Product (“Inspection Period”) to determined whether the Product was delivered in conformance with the requirements of this Policy. If Customer does not notify Company in writing of any non-conformities within the Inspection Period, Customer shall be deemed to have accepted the Product. Subject to written notification within the Inspection Period, Customer may reject any Product that does not materially conform with the requirements identified in the applicable Order. If Company determines such rejected Products are nonconforming, Company shall, in its sole discretion, either (a) replace such nonconforming Products with conforming Products; or (b) refund to Customer such amount paid by Customer for the nonconforming Products returned to Company.
       
    10. Product Storage and Handling. Customer shall store the Products in a cool, dry place, away from direct sunlight, extreme heat, and dampness, following any additional storage guidelines specified by Company.
    11. Prohibition of Alterations. Customer shall sell Products in their original packaging, with all seals intact. Any relabeling, repackaging, or other alterations to the Products or their packaging are strictly prohibited. Tampering with identifying information on Products or packaging is also forbidden.
    12. Recall and Consumer Safety. Customer must communicate all safety information to consumers and cooperate with Company in case of any Product recall to ensure the safety and well-being of end-users.
    13. Customer Service. Customer must be knowledgeable about each Product kept in inventory and provide accurate descriptions, demonstrations, and guidance on safe and proper usage to end-user customers. Timely responses to customer inquiries are expected, and professional conduct that upholds Company's reputation is essential.
    14. Consumer Confusion. Customer are prohibited from advertising, marketing, displaying, or demonstrating non-Company products alongside Company Products in a manner that creates the impression of association or endorsement by Company.
    15. Unilateral Minimum Resale Price Policy ("UMRP Policy"). Company has a UMRP Policy applicable to all resellers of Company Products within the United States. This paragraph serves to inform Resellers of the UMRP Policy but does not constitute a separate agreement regarding pricing between Resellers and Company. No assurance of UMRP Policy compliance is sought or accepted from Resellers by Company.
  6. Termination
    1. Termination for Breach. If either party defaults in the performance of any material obligation in this Policy, then the non-defaulting party may give written notice to the defaulting party and if the default is not cured within thirty (30) days following such notice, the Policy will be terminated.
    2. Termination for Insolvency. Either party shall have the option to terminate this Policy without notice, (1) upon the institution of actions against the other party for insolvency, receivership or bankruptcy, or any other proceedings for the settlement of other party's debts, (2) upon other party's making an assignment for the benefit of creditors, or (3) upon initiation of dissolution proceedings against the other party.
  7. Independent Contractor. Customer is an independent contractor, and nothing contained in this Policy shall be construed to (1) give either party the power to direct and control the day-to-day activities of the other; (2) constitute the parties as partners, joint venturers, co-owners or otherwise; or (3) allow Customer to create or assume any obligation on behalf of Company for any purpose. Customer is not an employee of Company and is not entitled to any employee benefits. Customer shall be responsible for paying all income taxes and other taxes charged to Customer on amounts earned hereunder. All financial and other obligations associated with Customer's business are the sole responsibility of Customer.
  8. Trademarks and Trade Names
    1. Use. During the term of this Policy, Customer shall have the right to advertise such Products under the trademarks, service marks, and trade names that Company may adopt from time to time ("Company's Trademarks"). Nothing herein shall grant Customer any right, title, or interest in Company's Trademarks. At no time during the term of this Policy or at any time thereafter shall Customer challenge or assist others in challenging Company's Trademarks or the registration thereof or attempt to register any trademarks, service marks, or trade name confusingly similar to those of Company. Company indemnifies Customer for all use of Company's Trademarks.
    2. Approval of Representations. All presentations of Company's Trademarks that Customer intends to use shall first be submitted to Company for approval (which shall not be unreasonably withheld) of design, color, and other details or shall be exact copies of those used by Company.
  9. Compliance with Law. Each Party covenants that its performance under this Policy during the Term shall be in compliance with all federal and state Laws that are material to the operation of its business and the conduct of its affairs, including, but not limited to, any such legal requirements pertaining to the safety of the Products, occupational health and safety, environmental protection, and health care regulations. Customer shall obtain and maintain all manufacturing site licenses and government Permits, including without limitation health, safety and environmental Permits, necessary for the conduct of its actions and procedures undertaken to supply Product during the term of this Policy.
  10. Disclaimer and Release. THE WARRANTIES, OBLIGATIONS, AND LIABILITIES OF COMPANY AS SET FORTH IN THIS POLICY ARE EXCLUSIVE AND IN SUBSTITUTION FOR, AND CUSTOMER HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY LAW, ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, ARISING BY LAW OR OTHERWISE, WITH RESPECT TO THE PRODUCTS AND ANY OTHER GOODS OR SERVICES DELIVERED UNDER THIS POLICY, INCLUDING, BUT NOT LIMITED TO: (1) ALL OTHER EXPRESS AND IMPLIED WARRANTIES, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, AND (2) ANY IMPLIED WARRANTY ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING, OR USAGE OF TRADE.
  11. Limitation of Liability. EXCEPT TO THE EXTENT PROHIBITED BY APPLICABLE LAW OR FOR LIABILITY, COMPANY’S LIABILITY HEREUNDER SHALL BE LIMITED TO: (1) THE REPLACEMENT OF THE PRODUCTS OR THE RE-SUPPLY OF SUBSTANTIALLY EQUIVALENT PRODUCTS; (2) THE REPAIR OF THE PRODUCTS; (3) PAYMENT OF THE COST OF REPLACING THE PRODUCTS OR ACQUIRING SUBSTANTIALLY EQUIVALENT PRODUCTS; OR (4) PAYMENT OF THE COST OF REPAIRING THE PRODUCTS. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, COMPANY SHALL HAVE NO OBLIGATION OR LIABILITY, WHETHER ARISING IN CONTRACT (INCLUDING WARRANTY), TORT (INCLUDING ACTIVE, PASSIVE, OR IMPUTED NEGLIGENCE, STRICT LIABILITY, OR PRODUCT LIABILITY) OR OTHERWISE, FOR ANY SPECIAL, CONSEQUENTIAL, PUNITIVE, INCIDENTAL, OR INDIRECT DAMAGES, OR FOR LOSS OF USE, LOSS OF REVENUE, LOSS OF BUSINESS, LOST PROFIT, OR OTHER FINANCIAL LOSS ARISING OUT OF OR IN CONNECTION WITH ANY PRODUCT OR OTHER GOODS OR SERVICES FURNISHED UNDER THIS POLICY, REGARDLESS OF WHETHER OR NOT COMPANY WAS AWARE OF THE POSSIBILITY OF THE SAME.
  12. Indemnification By Company. Company shall release, indemnify, hold harmless, and, if requested, defend Customer and its Affiliates (collectively, the “Customer Indemnitees”) from and against any third party claims or actions, and any Losses to the extent arising from or caused by (i) the breach of any representation, warranty, covenant or agreement of Company contained in this Policy; (ii) defects in the condition of any Product caused by Company’s gross negligence, fraud or willful misconduct; or (iii) the failure of Company to comply with applicable Law; provided that Company shall have no such obligations to the extent any Loss arises as a result of (x) failure of a Customer Indemnitee to use the Products supplied pursuant to this Policy in accordance with the written instructions for use supplied with such Product, if any; (y) the failure of a Customer Indemnitee to comply with any applicable Law; or (z) the breach of contract, negligence, recklessness or willful misconduct of a Customer Indemnitee. Notwithstanding the foregoing, Company’s liability for any failure of a Product to comply with the product warranty.
  13. Indemnification By Customer. Customer shall release, indemnify, hold harmless, and, if requested, defend Company and its Affiliates (collectively, the “Company Indemnitees”) from and against any third party claims or actions, and any Losses to the extent arising from or caused by: (i) the breach of any representation, warranty, covenant or agreement of Customer contained in this Policy; (ii) defects in the condition of any Product, except to the extent such defects are (A) caused by Customer’s gross negligence, fraud or willful misconduct; or (iii) the failure of Customer to comply with applicable Law; provided that Customer shall have no such obligations to the extent any Loss arises as a result of (y) the failure of a Company Indemnitee to comply with any applicable Law; or (z) the breach of contract, negligence, recklessness or willful misconduct of a Company Indemnitee.
  14. No Assignment. This Policy may not be assigned in whole or in part by either Party without the prior written consent of the other Party; provided, however, that (i) either Party may assign its rights and obligations to any Affiliate of such Party, and (ii) Company shall be entitled to assign (without the consent of Customer) any or all of its rights or obligations under this Policy to a Person that acquires all or substantially all of the Business from Company so long as Company nonetheless remains fully responsible for the performance of all of its obligations hereunder. Any purported transfer or delegation in violation of this Section shall be null and void.
  15. No Third-Party Beneficiaries. Except for the rights granted to the third-party Company Indemnitees and Customer Indemnitees, this Policy is for the sole benefit of the Parties and their permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other Person any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Policy.
  16. Amendment; Waiver. This Policy may not be amended or modified except by an instrument in writing signed by the Parties. Either Party may (a) extend the time for the performance of any of the obligations or other acts of the other Party, (b) waive any inaccuracies in the representations and warranties of the other Party contained herein or in any document delivered pursuant to this Policy or (c) waive compliance by the other Party with any of the agreements or conditions contained herein. Any such extension or waiver shall be valid only if set forth in an instrument in writing signed by the Party to be bound thereby. No failure or delay by any Party in exercising any right, power or privilege hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege.
  17. Notices. Any notice or other communication required or permitted under this Policy shall be in writing and deemed to have been duly given (i) five (5) Business Days following deposit in the mails if sent by registered or certified mail, postage prepaid, (ii) when sent, if sent by facsimile transmission and if receipt thereof is confirmed by machine generated receipt, (iii) when delivered, if delivered personally to the intended recipient and (iv) one Business Day following deposit with a nationally recognized overnight courier service, to the addresses on the signature page.
  18. Severability. The provisions of this Policy shall be deemed severable and the invalidity or unenforceability of any provision shall not affect the validity or enforceability of the other provisions hereof. If any term or other provision of this Policy, or the application thereof to any Person or any circumstance, is invalid, illegal or unenforceable, (a) a suitable and equitable provision shall be substituted therefor in order to carry out, so far as may be valid and enforceable, the intent and purpose of such invalid or unenforceable provision and (b) the remainder of this Policy and the application of such provision to other Persons or circumstances shall not be affected by such invalidity, illegality or unenforceability, nor shall such invalidity, illegality or unenforceability affect the validity or enforceability of such provision, or the application thereof, in any other jurisdiction.
  19. Force Majeure. Company shall not be responsible to Customer under this Policy for failure or delay in performing any obligations under this Policy (other than obligations regarding confidentiality) due to factors beyond its reasonable control, including, without limitation, war, terrorism, hostilities, sabotage, revolution, riot, civil commotion, national emergency, strikes, lock-outs, failure of supplies of power or fuel, mechanical or equipment failures, prohibitions against imports or exports of any product, impossibility of obtaining components or a force majeure affecting a Company of components that results in a shortage of supply of components, epidemics, explosion, fire, flood, earthquake, force of nature, natural disaster or any other act of God, or any Law, proclamation, regulation, ordinance, embargo, or other act or order of any court or Governmental Authority, each to the extent the same are beyond the reasonable control of the affected Party (each such factor, a “Force Majeure”). Upon the occurrence of a Force Majeure, Company shall use commercially reasonable efforts to promptly notify Customer and shall resume performing its obligations under this Policy as soon as reasonably practicable. Except as otherwise provided herein, if a Force Majeure occurs, Company shall be excused from performing and the time for performance shall be extended as long as Company is unable to perform as a result of the Force Majeure. Notwithstanding the foregoing, if a Force Majeure continues, or is reasonably expected to continue, for a period of ninety (90) days or more, and such Force Majeure substantially impairs Company’s performance of its obligations under this Policy, the other Party shall have the right and option to terminate this Policy upon written notice thereof to the affected Party.
  20. Entire Agreement. This Policy is the complete statement of the Parties, and supersedes all previous and contemporaneous written and oral communication about its subject.
  21. Counterparts. This Policy may be executed in one or more counterparts, each of which will be deemed an original but all of which together will constitute one and the same document.
  22. Compliance. Each Party will comply with all laws relating to the performance of this Policy and represents and warrants that execution of this Policy and performance of its obligations under this Policy does not and will not breach any other agreement to which it is or will be a party, including but not limited to any agreements with its customers.
  23. Authority. The Parties represent that they have full capacity and authority to grant all rights and assume all obligations they have granted and assumed under this Policy.
  24. Further Assurances. The Parties agree to furnish upon request to each other such further information, to execute and deliver to each other such other documents, and to do such other acts and things, all as the other party may reasonably request for the purpose of carrying out the intent of this Policy and the documents referred to in this Policy.
  25. Governing Law.
    1. This Policy, the rights of the Parties and all Proceedings arising in whole or in part under or in connection herewith shall be governed by and construed in accordance with the Laws of the State of California, without regard to any conflicts of law principles of such state that might apply the law of another jurisdiction.

    2. With respect to any Proceeding relating to this Policy, each Party irrevocably (i) agrees and consents to be subject to the exclusive jurisdiction of the United States District Court for the District of California or the California Court and any state appellate court therefrom within the State of California (or, if the California Court declines to accept jurisdiction over a particular matter, any state or federal court within the City of Rosemead) and (ii) waives any objection which it may have at any time to the laying of venue of any Proceeding brought in any such court, waives any claim that such Proceeding has been brought in an inconvenient forum and further waives the right to object, with respect to such Proceeding, that such court does not have any jurisdiction over such Party. The foregoing consent to jurisdiction shall not constitute general consent to service of process in the State of California for any purpose except as provided above and shall not be deemed to confer rights on any Person other than the respective Parties to this Policy. Each of Customer and Company irrevocably agrees that service of any process, summons, notice or document by United States registered mail to such Party’s address set forth above shall be effective service of process for any Proceeding in California with respect to any matters for which it has submitted to jurisdiction pursuant to this Section. Notwithstanding the foregoing, a Party may commence any Proceeding in any court other than the above-named courts solely for the purpose of enforcing an order or judgment issued by any of the above-named courts.

  26. Arbitration. Any dispute, controversy or claim arising from, out of or in connection with, or relating to, this Policy, or any breach or alleged breach of this Policy, except allegations of violations of Federal or State securities laws, will upon the request of any party involved be submitted to any private arbitration service utilizing former judges as mediators and approved by the Parties. The dispute once submitted shall be settled by binding arbitration conducted in Rosemead, California (or at any other place or under any other form of arbitration mutually acceptable to Parties involved), provided, however, that in the event of any such controversy or claim, (i) neither party will initiate arbitration within the first thirty (30) days after the aggrieved party first notifies the other party of the controversy or claim and (ii) during such thirty (30) day period, the chief executive officers of both Parties convene at least once in a mutually agreed to location to endeavor in good faith to amicably resolve the controversy or claim. The single arbitrator shall follow and apply the federal rules of evidence and the applicable local federal rules governing discovery in the arbitration. Any award rendered shall be final, binding and conclusive upon the Parties and shall be non-appealable, and a judgment thereon may be entered in the highest State or Federal court of the forum, having jurisdiction. The expenses of the arbitration shall be borne equally by the Parties to the arbitration, provided that each party shall pay for and bear the cost of its own experts, evidence and attorneys’ fees, except that in the discretion of the arbitrator, any award may include the costs, fees and expenses of a party’s attorneys.
  27. Attorney’s Fees. If any arbitration or legal proceeding is brought for the enforcement of this Policy, or because of an alleged breach, default or misrepresentation in connection with any provision of this Policy or other dispute concerning this Policy, the successful or prevailing party shall be entitled to recover reasonable attorneys fees incurred in connection with such arbitration or legal proceeding. The term “prevailing party” shall mean the party that is entitled to recover its costs in the proceeding under applicable law, or the party designated as such by the court or the arbitrator.
  28. Equitable Remedies. If arbitration should fail, Company may take any necessary legal actions to protect itself and its intellectual property, this may include injunctions.
  29. Business Day. Shall mean Monday through Friday, inclusive, during posted business hours, except for national or other holidays in the Territory.
IN WITNESS WHEREOF, the Parties hereto have executed this Policy on the date first agreed to. Any Notices to Company shall be directed to NewFlora LLC.

“NewFlora”, “Company”, 9704 Valley Blvd, Unit #310, Rosemead, CA 91770 or to be emailed at support@newflora.com.