1. Acceptance of Program Terms

By applying for, accessing, or using an HLO Lighting wholesale account, the applicant and the business represented by the applicant (“Participant,” “you,” or “your”) agree to these Program Terms.

The person submitting an application represents that they are authorized to accept these Program Terms on behalf of the business identified in the application.

Participation is voluntary. Do not apply for or use a wholesale account if you do not agree to these Program Terms.

2. Eligibility and Approval

The Program is intended for legitimate businesses, professional installers, contractors, resellers, commercial decorators, and other business customers approved by HLO Lighting.

Applicants must provide complete, current, and accurate business and contact information. HLO Lighting may request additional information, including business registration records, resale certificates, tax documents, website information, social media pages, trade references, purchasing estimates, or proof of business activity.

Submission of an application does not guarantee approval. HLO Lighting may approve, deny, limit, or revoke an account at its discretion, subject to applicable law.

Wholesale pricing and benefits may not become available until the application has been accepted and the account has been properly configured.

3. Account Requirements

Registered email address

Participants must log in to the HLO Lighting store using the same email address submitted with the wholesale application. Eligible wholesale pricing is account-based and will display automatically while the approved Participant is logged in.

One account per business

A Participant may not create, control, or use multiple wholesale accounts to obtain additional opening discounts, referral rewards, shipping benefits, volume discounts, or other Program benefits.

Businesses under common ownership or control may be treated as one Participant. HLO Lighting may combine related accounts when calculating Program eligibility or investigating potential abuse.

Account security

Participants are responsible for maintaining the security of their login credentials and for all orders and activity conducted through their accounts. Wholesale access may not be transferred, sold, shared outside the approved business, or made available to unauthorized parties.

Participants must promptly notify HLO Lighting of changes to their business name, ownership, email address, billing information, shipping address, resale status, or other material account information.

4. New-Customer Opening-Order Discount

Newly approved wholesale customers are eligible for a one-time 10% discount on their first qualifying wholesale order.

The opening-order discount is subject to the following conditions:

• The Participant must be a new HLO Lighting wholesale customer.
• The discount applies only to the first qualifying order placed through the approved wholesale account.
• The discount is limited to eligible merchandise and does not apply to taxes, shipping charges, gift cards, account balances, or other excluded items.
• The discount may not be combined with another coupon, promotion, or special pricing arrangement unless HLO Lighting expressly permits the combination.
• The discount is nontransferable and has no cash value.
• Creating another account or using a related business to obtain an additional opening discount is prohibited.
• Once the discount has been applied to an order, HLO Lighting may consider it redeemed even if the order is later modified, canceled, returned, refunded, or charged back.

Standard wholesale pricing applies after the opening order unless the Participant qualifies for another pricing level or written pricing agreement.

5. Standard Wholesale Pricing

Approved Participants receive access to HLO Lighting’s standard wholesale pricing on eligible products while logged in to their approved accounts.

Wholesale prices may differ by product, quantity, variation, product category, inventory availability, season, or other business factors. Not every product is required to receive the same discount.

Wholesale pricing shown at checkout at the time an order is submitted controls unless HLO Lighting identifies an obvious pricing, configuration, technical, or clerical error.

Wholesale pricing is confidential business pricing and may not be publicly posted, distributed, or shared for the purpose of allowing an unauthorized person or business to access Program benefits.

6. Trailing 12-Month Volume Pricing

Participants whose Eligible Net Purchases equal or exceed $25,000 during a trailing 12-month period may receive an additional 5% discount on eligible wholesale purchases.

Eligible Net Purchases

“Eligible Net Purchases” means the merchandise subtotal actually paid to HLO Lighting after discounts and credits. Unless HLO Lighting states otherwise, the calculation excludes:

• Shipping and handling charges;
• Sales, use, or other taxes;
• Gift cards and promotional credits;
• Canceled, refunded, disputed, or charged-back orders;
• Returned merchandise;
• Fraudulent, unauthorized, or ineligible purchases; and
• Purchases made outside the approved wholesale account.

Calculation and application

The trailing 12-month period is a rolling period measured backward from the date HLO Lighting reviews or calculates the account’s purchasing volume. It is not limited to a calendar year.

Unless HLO Lighting expressly states otherwise, the additional 5% discount begins after the qualifying threshold has been verified and activated. It does not apply retroactively to prior orders or to the portion of an order used to reach the threshold.

HLO Lighting may recalculate qualification periodically. A Participant may lose the additional discount if Eligible Net Purchases fall below the required amount during the applicable trailing 12-month period.

Certain products, promotions, clearance items, specially negotiated products, freight orders, or other categories may be excluded from the additional discount.

7. Purchases of $50,000 or More

Participants purchasing or expecting to purchase $50,000 or more may contact HLO Lighting to request a special pricing review.

Reaching or projecting this purchasing level does not automatically create a particular discount or guarantee approval for custom pricing. Any special pricing will depend on factors such as product mix, quantities, ordering patterns, payment history, shipping requirements, inventory commitments, and other commercial considerations.

Special pricing must be confirmed by HLO Lighting in writing. A custom pricing agreement may replace, limit, or supersede standard Program pricing and volume discounts for the products or orders covered by that agreement.

8. Payment Terms for Established Customers

Payment terms may be available to established Participants based on purchasing history, payment history, account standing, credit review, references, order volume, and other underwriting or business factors.

Program approval does not automatically include payment terms. HLO Lighting may require a separate application, credit documents, personal or business guarantees, trade references, or a separately signed payment agreement.

HLO Lighting may establish credit limits, payment deadlines, late fees, finance charges, deposit requirements, order limits, or other conditions in an invoice or separate agreement.

Payment terms may be reduced, suspended, or revoked based on late payment, returned payments, chargebacks, credit concerns, purchasing changes, account inactivity, Program violations, or other reasonable business considerations.

HLO Lighting may require immediate payment before accepting or shipping additional orders when an account has a past-due or disputed balance.

9. Installer Referral Rewards

An approved Participant may refer a new wholesale customer to HLO Lighting. When the referral satisfies all Program requirements, the referring Participant may choose:

Referral qualification

A referral qualifies only when all of the following requirements are met:

• The referring Participant is approved and in good standing.
• The referred business is a genuinely new HLO Lighting wholesale customer.
• The referred business is not owned, controlled, managed, or operated by the referring Participant or a related person or entity.
• The referred business is not an existing or former wholesale customer using a different name, account, email address, or business entity.
• The referral is identified through the method required by HLO Lighting before or during the referred customer’s application and before the opening order is submitted.
• The referred customer’s opening order contains at least $1,000 in Eligible Net Purchases.
• The opening order is accepted, paid, shipped, and not canceled, refunded, returned below the qualifying amount, disputed, or charged back.

Reward issuance

HLO Lighting will issue a reward only after verifying the referral, account eligibility, and qualifying opening order. HLO Lighting may delay issuance until any applicable return, payment, fraud, or chargeback review has been completed.

Only one referring Participant may receive a reward for each new wholesale customer. If multiple Participants claim the same referral, HLO Lighting may determine the eligible referrer based on its records, the timing of the referral, and information supplied by the referred customer.

Store credit is nontransferable, may be used only for eligible purchases from HLO Lighting, has no cash value, and may not be sold or exchanged. Any expiration date or additional restriction communicated when the credit is issued will apply.

Cash rewards may be paid using the method selected by HLO Lighting. Recipients are responsible for providing any reasonably requested payment or tax documentation and for reporting and paying any taxes associated with a reward.

Prohibited referral activity

The following activities are prohibited:

• Self-referrals;
• Duplicate, fictitious, or misleading accounts;
• Referrals involving businesses under common control;
• Splitting or manipulating orders to create eligibility;
• Misrepresenting HLO Lighting, its products, or the Program;
• Sending unlawful, deceptive, or unsolicited promotional messages;
• Making promises, warranties, pricing commitments, or other representations on behalf of HLO Lighting; and
• Using HLO Lighting’s trademarks, advertising materials, or identity in a way that falsely suggests employment, agency, sponsorship, or official representation.

Disclosure of reward eligibility

When a Participant publicly recommends, reviews, promotes, or endorses HLO Lighting while eligible to receive a referral reward, the Participant must clearly disclose that they may receive compensation, cash, or store credit for qualifying referrals.

Referral rewards are offered for qualified customer introductions and are not conditioned on making positive reviews, hiding negative opinions, or making claims about HLO Lighting products.

HLO Lighting may deny, reverse, cancel, or recover a referral reward obtained through error, fraud, abuse, duplicate accounts, returned merchandise, chargebacks, or violation of these Program Terms.

10. Free Ground Shipping

Free standard ground shipping is available on qualifying orders with an eligible merchandise subtotal of at least $35, as calculated at checkout.

Free ground shipping is available only for qualifying shipments to addresses within the contiguous 48 United States. It does not apply to Alaska, Hawaii, United States territories, international destinations, or other destinations outside the contiguous United States.

The free-shipping benefit applies only to HLO Lighting’s designated standard ground-shipping method. Expedited shipping, special delivery services, address corrections, refused-package charges, freight services, or other additional carrier services may result in additional charges.

Certain oversized, unusually heavy, hazardous, restricted, custom, special-order, or otherwise ineligible products may be excluded from free shipping. Any applicable shipping charge will be displayed or communicated before the order is finalized.

Shipping and delivery dates are estimates and are not guaranteed. Carrier delays, weather, incorrect addresses, seasonal demand, and events outside HLO Lighting’s reasonable control may affect delivery.

11. Taxes and Exemption Documents

Approval for the Wholesale Installer Program does not automatically make a Participant tax exempt.

Participants claiming a resale or sales-tax exemption must provide complete, valid, and current exemption documentation acceptable to HLO Lighting and the applicable taxing authority. Documentation must be received and approved before an order is processed without applicable tax.

Participants are responsible for the accuracy and lawful use of their exemption documents and for notifying HLO Lighting if their exemption status changes or expires.

HLO Lighting may collect applicable taxes when valid documentation has not been provided, cannot be verified, has expired, or does not apply to the transaction or shipping destination.

12. Resale and Marketplace Restrictions

Participation in the Program does not authorize a Participant to sell HLO Lighting products on third-party marketplaces.

Participants may not list, advertise, distribute, or resell HLO Lighting products on any third-party marketplace without prior written consent from HLO Lighting or one of its authorized officers. Restricted marketplaces include, without limitation:

• Amazon;
• Walmart Marketplace;
• Target Plus;
• eBay;
• Etsy;
• Temu;
• Facebook Marketplace; and
• Any similar third-party sales platform.

Approval to sell through one marketplace, account, storefront, or channel does not constitute approval for another. Any authorization must be in writing and may include separate pricing, branding, advertising, inventory, service, reporting, or product-listing requirements.

Participants may not knowingly supply HLO Lighting products to another person or business for unauthorized marketplace resale, diversion, relabeling, counterfeiting, or misrepresentation.

13. No Agency, Employment, or Affiliate Relationship

Participation in the Program does not make a Participant an employee, agent, franchisee, joint venturer, legal representative, ambassador, beneficiary affiliate, exclusive dealer, or partner of HLO Lighting.

Participants have no authority to bind HLO Lighting, enter into agreements on behalf of HLO Lighting, extend warranties, approve returns, offer credit, make pricing commitments, or make any other representation on behalf of HLO Lighting.

Referral rewards do not create an employment, sales-representative, brokerage, commission-agent, or formal affiliate relationship.

14. Program and Marketing Communications

Participants agree to receive communications reasonably necessary to administer the Program, including account notices, pricing changes, order information, payment notices, referral updates, policy changes, security messages, and other transactional or service-related communications.

HLO Lighting may also send marketing emails in accordance with applicable law. Recipients may unsubscribe from marketing emails using the unsubscribe method provided in the message. Unsubscribing from marketing emails will not prevent necessary transactional or account-related communications.

Marketing text messages will be sent only when the recipient has separately provided any consent required by applicable law. Consent to receive marketing text messages is not required as a condition of applying for the Program or purchasing HLO Lighting products.

Participants are responsible for keeping their email address, telephone number, and other contact information current.

15. Changes to the Program

HLO Lighting may modify, replace, suspend, or discontinue any Program benefit, discount, qualification threshold, shipping benefit, referral reward, payment option, eligibility requirement, or other feature at any time.

Changes may apply to all Participants or to particular products, customer categories, purchasing levels, locations, sales channels, or circumstances.

Updated Program Terms will become effective on the date stated in the updated version. Continued participation or use of wholesale benefits after the effective date constitutes acceptance of the updated Program Terms.

HLO Lighting may provide notice of material changes through the website, account portal, email, invoice, checkout, or another reasonable communication method.

16. Account Suspension and Termination

HLO Lighting may suspend, restrict, or terminate Program participation or account benefits for reasons including:

• Violation of these Program Terms;
• False, incomplete, or misleading application information;
• Creation or use of multiple accounts;
• Unauthorized marketplace sales;
• Late, disputed, fraudulent, or charged-back payments;
• Abuse of discounts, shipping, referrals, returns, or warranties;
• Sharing wholesale access with unauthorized parties;
• Conduct that may harm HLO Lighting, its customers, or its reputation;
• Account inactivity;
• Loss of eligibility as a business customer; or
• Discontinuation or restructuring of the Program.

Suspension or termination may result in the loss of wholesale pricing, volume discounts, payment terms, referral eligibility, unused promotional benefits, or other Program privileges.

Termination does not cancel amounts owed to HLO Lighting or obligations arising before termination. Provisions that by their nature should continue after termination will survive.

17. Program Availability and Liability

Program benefits are provided subject to availability, eligibility, inventory, system operation, and these Program Terms. HLO Lighting does not guarantee that any particular product, price, discount, payment term, shipping method, or referral opportunity will remain available.

To the fullest extent permitted by applicable law, HLO Lighting will not be liable for indirect, incidental, special, consequential, exemplary, or punitive damages arising from participation in or inability to participate in the Program.

To the fullest extent permitted by applicable law, HLO Lighting’s aggregate liability arising specifically from a disputed Program benefit will not exceed the value of the benefit directly at issue.

Nothing in these Program Terms excludes or limits liability that cannot lawfully be excluded or limited.

18. General Provisions

Governing law

These Program Terms are governed by the laws of the State of Idaho, without regard to its conflict-of-law principles. Subject to applicable law, disputes relating specifically to these Program Terms will be brought in the state or federal courts serving Twin Falls County, Idaho.

Severability

If any provision of these Program Terms is found unenforceable, the remaining provisions will remain in effect, and the unenforceable provision will be enforced to the maximum extent permitted by law.

No waiver

Failure by HLO Lighting to enforce a provision does not waive its right to enforce that provision or another provision later.

Assignment

Participants may not assign or transfer their Program account, rights, or benefits without prior written approval from HLO Lighting. HLO Lighting may assign or transfer its rights and obligations in connection with a merger, acquisition, reorganization, sale of assets, or other business transaction.

Entire Program agreement

These Program Terms, together with any written pricing agreement, credit agreement, referral rules, and other applicable HLO Lighting policies, constitute the agreement governing participation in the Program.

If a separately signed agreement directly conflicts with these Program Terms, the separately signed agreement will control only to the extent of that conflict.