uDroppy Legal Page

Thank you for using the uDroppy Limited website (accessible at app.udroppy.com hereinafter, the “Website”). This page states the terms and conditions (“Terms of Service”) under which you may use the Website and any materials, online communications and other information that is or becomes available on the Website.

By accessing the Website you accept and agree to be bound, without limitation or qualification by these terms and conditions. By entering your username, you’ve officially “signed” the Terms of Service. If you sign up to uDroppy on behalf of a company or another entity, you represent and warrant that you have the authority to accept these terms of their behalf. If you do not accept any of the terms or conditions stated here, please do not use the Website.

Agreement Between You & uDroppy Limited

The Website is owned and operated by uDroppy Limited a corporation located in Hong Kong (hereinafter “uDroppy”) and is offered to you conditioned on your acceptance without modification of the terms, conditions, disclaimers and notices contained herein. Use of the content, services, and/or products presented in any or all areas of this site constitutes your agreement that you will not use the Website for any unlawful purpose and that you will abide by these Terms of Service and those posted in specific areas of the site. In addition, when using particular uDroppy owned or operated services, you shall be subject to any posted guidelines or rules applicable to such services, which may be posted and modified from time to time. All such guidelines or rules (including but not limited to our Spam Policy) are hereby incorporated by reference into these Terms of Service.

This agreement between you and uDroppy may be terminated by uDroppy at any time, with prior notice. Please note that uDroppy reserves the right to change the Terms of Service under which this Website and its offerings are extended to you. Any such change shall be effective upon notice, which may be given by uDroppy posting such change on the Website, by e-mail, or any other reasonable way. All modifications to this Terms of Service webpage shall be deemed a posting for purposes of notice. If a change is notified by a posting on the Website, it shall be deemed to take effect when posted; if a change is notified by e-mail, it shall be deemed to take effect when the e-mail is sent; and if a modification is notified in any other way, it shall be deemed to take effect when the relevant notice is sent or issued by or on behalf of uDroppy. Your continued use of the Website following notice of such modifications will be conclusively deemed acceptance of any changes to these Terms of Service. You agree that notice of changes to these Terms of Service on the Website, by posting, such as modification of this Terms of Service webpage, or delivered by email, or provided in any other reasonable way constitutes reasonable and sufficient notice.

Collection & Use of Information by uDroppy

uDroppy collects personal information when you use uDroppy products or services, when you register with uDroppy, and when you visit uDroppy web pages or the web pages of uDroppy partners. uDroppy may combine the information that we have with information we obtain from business partners or other companies.

Hong Kong Law and Venue

These Terms of Service will be interpreted and governed by the domestic laws of Hong Kong, without giving effect to any choice of law or conflict of law provision or rule that would cause the application of the laws of any jurisdiction other than Hong Kong. By using this Website you expressly agree, acknowledge and consent to personal jurisdiction in Hong Kong and that venue for any dispute between you and uDroppy relating to your use of the Website, the Terms of Service, or any other dispute relating to the Website shall be exclusively in the state and federal courts located in Hong Kong.

Restrictions

uDroppy expends significant time and expense gathering, preparing, compiling and developing the data and other information and content provided on the uDroppy Website. Consequently, data scraping, website scraping, screen scraping, and all other forms of automated and/or manual data and content mining are expressly prohibited and you agree not use any of the data, information, or content on the Website except as expressly permitted by these Terms of Service. You further warrant that you will not attempt or actually systematically extract data contained in this Website to populate databases for internal or external use.

License

These Terms of Service provide you with a personal, revocable, nonexclusive, nontransferable license to use this Website, conditioned on your continued compliance with these Terms of Service. You may print and download materials and information on this Website solely for personal and non-commercial use; provided that in all cases all hard copies contain all copyright and other applicable notices contained in such materials and information. Notwithstanding the foregoing and except as otherwise expressly permitted herein, you may not modify, copy, distribute, broadcast, transmit, reproduce, publish, license, transfer, sell, scrape, mirror, frame, or otherwise use any information or material obtained from or through this Website.

You represent that you are of legal age to form a binding contract and are not a person barred from using or receiving any uDroppy services under the laws of Hong Kong or any other applicable jurisdiction. You also warrant to uDroppy that you will not use this Website for any purpose that is unlawful, prohibited by any applicable regulation or is otherwise inconsistent with these Terms of Service, including, without limitation, defamation, disparagement, harassment, invasion of privacy, obscenity, or copyright or trademark infringement. Furthermore, recognizing the global nature of the Internet, you agree to comply with all local rules regarding online conduct and acceptable Content.

Content

This Website contains data, information, and other materials and content (“Content”) created and/or compiled by uDroppy or by third parties. Some of the data and information is obtained from public and other third party sources. While we believe that these sources are generally reliable, we have no duty to pre-screen such Content and are not responsible for any failure or delay in removing such Content. uDroppy makes no representation or warranty as to the reliability, accuracy, completeness or authenticity of any information contained in the Website. You agree that you must evaluate, and bear all risks associated with, the use of any Content, (including risks relating to the infringement or potential infringement of third party intellectual property rights), that you may not rely on said Content, and that under no circumstances will uDroppy be liable in any way for any Content or for any loss or damage of any kind incurred as a result of the use of any Content on the Website or obtained through the Website.

Backlinks

uDroppy is dedicated to preserving the quality of all uDroppy web properties. You agree to comply with Google’s policies and guidelines regarding link building. uDroppy reserves the right to remove any pages that violate Google’s Link Schemes Quality Guidelines.

Cookies

This Website may use “cookies,” Flash objects or similar electronic tools to collect information, such as the IP address of your computer, to enhance and customize your experience with this Website. A cookie is a small text file that is placed on your computer and which collects information about your use of this Website, such as the web pages visited, the date and the time of a visit, the websites you visited immediately before, etc. By using this Website you agree to placement of cookies on your computer. Of course, you may choose not to accept any cookies from any party by changing the settings on your browser. However, if you set your browser to refuse cookies, some portions of our Website may not function properly.

COPYRIGHT COMPLAINTS

uDroppy respects the intellectual property of others. It is uDroppy’s policy to respond expeditiously to claims of copyright and other intellectual property infringement. uDroppy will promptly process and investigate notices of alleged infringement and will take appropriate actions under the Digital Millennium Copyright Act (“DMCA”) and other applicable intellectual property laws. Upon receipt of notices complying or substantially complying with the DMCA, uDroppy may act expeditiously to remove or disable access to any material claimed to be infringing or claimed to be the subject of infringing activity and may act expeditiously to remove or disable access to any reference or link to material or activity that is claimed to be infringing. uDroppy will terminate access for subscribers and account holders who are repeat infringers. No refund will be issued.

Notifying uDroppy of Copyright Infringement:

To provide uDroppy notice of an infringement, you must provide a written communication to the attention of “DMCA Infringement Notification Dept.”, care of [email protected], that sets forth the information specified by the DMCA. Please note that we may post your notification, with personally identifiable information redacted, to a clearinghouse such as www.lumendatabase.org. Please also note that you may be liable for damages (including costs and attorneys’ fees) if you materially misrepresent that an activity is infringing your copyright.

Providing uDroppy with Counter-Notification:

If we remove or disable access to content in response to an infringement notice, we will make reasonable attempts to contact the owner or administrator of the affected site or content. If you feel that your material does not constitute infringement, you may provide uDroppy with a counter notification by written communication to the attention of “DMCA Counter Notification Dept.” at [email protected] that sets forth all of the necessary information required by the DMCA. Please note that you may be liable for damages (including costs and attorneys’ fees) if you materially misrepresent that an activity is not infringing the copyrights of others. If you are uncertain whether an activity constitutes infringement, we recommended seeking advice of an attorney.

Privacy

uDroppy may gather certain personal information about you, relevant to the purposes of our website. uDroppy’s privacy policy explains how uDroppy treats your personal information, and protects your privacy, when you use our Website and related services. Through your use of this Website or of any of our related services, you consent to the collection and use (as set forth in uDroppy’s privacy policy) of such personal information, including the transfer of this information to the United States and/or other countries for storage, processing and use by uDroppy and its affiliates.

For more detailed information on uDroppy’s privacy policy visit our privacy page.

Copyright & Ownership

This Website contains Content that is protected by copyright, trademark or other proprietary rights of uDroppy or third parties. Content provided by uDroppy is copyrighted as a collective work pursuant to applicable copyright law. You agree to comply with any additional copyright notices, information, or restrictions contained in any Content available on or accessed through the Website. Except as expressly permitted by the copyright laws and these Terms of Service, no copying, storage, redistribution or publication of any Content is permitted without the express permission of uDroppy, or the owners of such Content or their authorized persons. Instapage may use your logo and/or post-click landing pages in our promotional collateral.

Indemnity

You agree to indemnify and hold uDroppy, its parent, subsidiaries, affiliates, successors, assigns, owners, directors, officers, employees, agents, service providers, and suppliers harmless from any claim or demand, including reasonable attorney fees and court costs, made by any third party due to or arising out of your use of the Website, your violation of the Terms of Service, your breach of any of the representations and warranties herein, or your violation of any third party rights.

DISCLAIMER OF WARRANTY

YOU ACKNOWLEDGE AND AGREE THAT USE OF THE WEBSITE AND ITS CONTENT IS ENTIRELY AT YOUR OWN RISK. ALL MATERIALS AND CONTENT IN THIS WEBSITE, INCLUDING THOSE PROVIDED BY LINKS TO THIRD-PARTY WEB SITES ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND. THE CONTENT PUBLISHED ON THIS WEBSITE MAY INCLUDE INACCURACIES. uDROPPY MAKES NO REPRESENTATIONS AND, TO THE FULLEST EXTENT ALLOWED BY LAW, DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO WARRANTIES OF NON-INFRINGEMENT OF INTELLECTUAL PROPERTY OR OTHER PROPRIETARY RIGHTS, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR REGARDING THE SUITABILITY OF THE INFORMATION OR CONTENT. FURTHERMORE, INSTAPAGE MAKES NO REPRESENTATIONS AND, TO THE FULLEST EXTENT ALLOWED BY LAW, DISCLAIMS ALL WARRANTIES REGARDING THE ACCURACY, RELIABILITY, COMPLETENESS OR TIMELINESS OF THE CONTENT, SERVICES, PRODUCTS, TEXT, GRAPHICS, LINKS, OR OTHER ITEMS CONTAINED WITHIN THE WEBSITE, OR THE RESULTS OBTAINED FROM ACCESSING AND USING THIS WEBSITE AND/OR THE CONTENT CONTAINED HEREIN. INSTAPAGE DOES NOT WARRANT THAT THE WEBSITE AND ITS CONTENT, INCLUDING THE SERVER(S) THAT MAKES THEM AVAILABLE, ARE FREE OF VIRUSES, MALWARE, OR OTHER HARMFUL COMPONENTS. These disclaimers of implied warranties are not permitted in some jurisdictions and consequently, the foregoing disclaimers may not apply to you in such jurisdictions.

LIMITATION ON LIABILITY

UNDER NO CIRCUMSTANCES SHALL uDroppy BE LIABLE FOR DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES (EVEN IF uDroppy HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM ANY ASPECT OF YOUR USE OF THE WEBSITE, WHETHER THE DAMAGES ARISE FROM USE OR MISUSE OF THE WEBSITE, FROM INABILITY TO USE THE WEBSITE, OR THE INTERRUPTION, SUSPENSION, MODIFICATION, ALTERATION, OR TERMINATION OF THE WEBSITE. SUCH LIMITATION SHALL ALSO APPLY WITH RESPECT TO DAMAGES INCURRED BY REASON OF ANY SERVICES OR PRODUCTS RECEIVED THROUGH OR ADVERTISED IN CONNECTION WITH THE WEBSITE OR ANY LINKS ON THE WEBSITE, AS WELL AS BY REASON OF ANY INFORMATION OR ADVICE RECEIVED THROUGH OR ADVERTISED IN CONNECTION WITH THE WEBSITE OR ANY LINKS ON THE WEBSITE. THESE LIMITATIONS SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW. These liability limitations are not permitted in some jurisdictions and consequently, the foregoing limitations may not apply to you in such jurisdictions.

Invoices and Billing

Service begins as soon as your payment is processed. You will be charged the full rate stated at the time of purchase, plus applicable taxes. Your subscription will renew automatically, on your renewal date, until you request termination.

Our charges for monthly and annual plans are posted on our Website and may be changed from time to time. If the changes affect existing users, they will be notified before the change takes effect. The account owner agrees to receive the invoices by electronic means. The invoices shall be visible in the Application if the account owner logs into the Account.

If you upgrade to a higher tier plan during the billing cycle, a prorated fee between the rates specified in the subscription you previously selected and the fees specified in the subscription to which you have upgraded will be applied. The prorated fee will be charged on the day of the upgrade.

If your account exceeds the usage limits of your current plan, uDroppy reserves the right to pause, remove or limit account access.

As long as you are a Member or have an outstanding balance with us, you will provide us with valid credit card information and authorize us to deduct the monthly or annual charges against that credit card. You will replace the information for any credit card that expires with information for a valid one. Anyone using a credit card represents and warrants that they are authorized to use that credit card and that any and all charges may be billed to that credit card and won’t be rejected. If we are unable to process your credit card order, we will try to contact you by email and suspend your account until your payment can be processed.

Termination of Contract

Termination of the contract can be done directly from your subscription page or can be requested any time at [email protected] only from the email address associated with the account. If this is not possible, we reserve the right to ask for additional information to prove ownership, such as but not limited to the last four digits of the credit card. The changes will take effect from the date and time of the request. Inactive accounts will not be considered as terminated, unless a specific request is sent.

If you terminate within 24 hours of your order, you will be eligible for a refund. Should more than 24 hours pass, your payment is non-refundable and your service will continue until the end of your subscription term.

The client permanently and irrevocably waives any and all rights to enact a ‘chargeback’ (that is, a disputed, reversed or contested charge with the applicable bank, credit card or charge card) against payments that were made during the period of the contract and are dated before the date of the termination request, for any reason whatsoever. Any chargeback processed against charges for uDroppy will result in full and complete termination of all uDroppy licenses and accounts due to the significant costs involved in administration of managing chargebacks.

uDroppy is under no obligation to store your Content and may delete your Account and your Content immediately upon termination or may keep your Account and your Content for up to 60 days following the last day of the month of termination. If the account is reactivated, upon request from you, we will make any and all of your Content available for access, if possible.

Cookie Policy of udroppy.com

Cookies consist of portions of code installed in the browser that assist the Owner in providing the Service according to the purposes described. Some of the purposes for which Cookies are installed may also require the User’s consent.

Where the installation of Cookies is based on consent, such consent can be freely withdrawn at any time following the instructions provided in this document.

Technical Cookies and Cookies serving aggregated statistical purposes

·       Activity strictly necessary for the functioning of the Service

This Website uses Cookies to save the User’s session and to carry out other activities that are strictly necessary for the operation of this Website, for example in relation to the distribution of traffic.

·       Activity regarding the saving of preferences, optimization, and statistics

This Website uses Cookies to save browsing preferences and to optimize the User’s browsing experience. Among these Cookies are, for example, those used for the setting of language and currency preferences or for the management of first party statistics employed directly by the Owner of the site.

Other types of Cookies or third parties that install Cookies

Some of the services listed below collect statistics in an anonymized and aggregated form and may not require the consent of the User or may be managed directly by the Owner – depending on how they are described – without the help of third parties.

If any third party operated services are listed among the tools below, these may be used to track Users’ browsing habits – in addition to the information specified herein and without the Owner’s knowledge. Please refer to the privacy policy of the listed services for detailed information.

·       Advertising

This type of service allows User Data to be utilized for advertising communication purposes displayed in the form of banners and other advertisements on this Website, possibly based on User interests.
This does not mean that all Personal Data are used for this purpose. Information and conditions of use are shown below.
Some of the services listed below may use Cookies to identify Users or they may use the behavioral retargeting technique, i.e. displaying ads tailored to the User’s interests and behavior, including those detected outside this Website. For more information, please check the privacy policies of the relevant services.

In addition to any opt-out offered by any of the services below, the User may opt out of a third-party service’s use of cookies for certain advertising features by visiting the Network Advertising Initiative opt-out page.

Users may also opt-out of certain advertising features through applicable device settings, such as the device advertising settings for mobile phones or ads settings in general.

Facebook Audience Network (Facebook, Inc.)

Facebook Audience Network is an advertising service provided by Facebook, Inc. In order to understand Facebook’s use of Data, consult Facebook’s data policy.

This Website may use identifiers for mobile devices (including Android Advertising ID or Advertising Identifier for iOS, respectively) and technologies similar to cookies to run the Facebook Audience Network service. One of the ways Audience Network shows ads is by using the User’s ad preferences. The User can control this in the Facebook ad settings.

Users may opt-out of certain Audience Network targeting through applicable device settings, such as the device advertising settings for mobile phones or by following the instructions in other Audience Network related sections of this privacy policy, if available.

Personal Data collected: Cookies, unique device identifiers for advertising (Google Advertiser ID or IDFA, for example) and Usage Data.

Place of processing: United States – Privacy Policy – Opt Out. Privacy Shield participant.

Google Ad Manager

Google Ad Manager is an advertising service provided by Google LLC or by Google Ireland Limited, depending on the location this Website is accessed from, that allows the Owner to run advertising campaigns in conjunction with external advertising networks that the Owner, unless otherwise specified in this document, has no direct relationship with. In order to opt out from being tracked by various advertising networks, Users may make use of Youronlinechoices. In order to understand Google’s use of data, consult Google’s partner policy.
This service uses the “DoubleClick” Cookie, which tracks use of this Website and User behavior concerning ads, products and services offered.  

Users may decide to disable all the DoubleClick Cookies by going to: Google Ad Settings.

Personal Data collected: Cookies and Usage Data.

Place of processing: United States – Privacy Policy; Ireland – Privacy Policy. Privacy Shield participant.

Quora List Match Audience (Quora, Inc.)

Quora List Match Audience is an advertising and behavioral targeting service provided by Quora, Inc. that allows the Owner to provide a list of email addresses of existing Users and to then match them with existing Users on the Quora Platform so that they can be targeted with personalized ads.

Users can opt out of receiving personalized ads by contacting Quora support via this page. Quora may still show Users contextualized ads relevant to the content they are viewing.

Personal Data collected: Cookies, email address and Usage Data.

Place of processing: United States – Privacy Policy.

·       Analytics

The services contained in this section enable the Owner to monitor and analyze web traffic and can be used to keep track of User behavior.

Google Analytics

Google Analytics is a web analysis service provided by Google LLC or by Google Ireland Limited, depending on the location this Website is accessed from, (“Google”). Google utilizes the Data collected to track and examine the use of this Website, to prepare reports on its activities and share them with other Google services.
Google may use the Data collected to contextualize and personalize the ads of its own advertising network.

Personal Data collected: Cookies and Usage Data.

Place of processing: United States – Privacy Policy – Opt Out; Ireland – Privacy Policy – Opt Out. Privacy Shield participant.

LinkedIn conversion tracking (LinkedIn Corporation)

LinkedIn conversion tracking is an analytics service provided by LinkedIn Corporation that connects data from the LinkedIn advertising network with actions performed on this Website.

Personal Data collected: Cookies and Usage Data.

Place of processing: United States – Privacy Policy. Privacy Shield participant.

Twitter Ads conversion tracking (Twitter, Inc.)

Twitter Ads conversion tracking is an analytics service provided by Twitter, Inc. that connects data from the Twitter advertising network with actions performed on this Website.

Personal Data collected: Cookies and Usage Data.

Place of processing: United States – Privacy Policy. Privacy Shield participant.

Facebook Ads conversion tracking (Facebook pixel) (Facebook, Inc.)

Facebook Ads conversion tracking (Facebook pixel) is an analytics service provided by Facebook, Inc. that connects data from the Facebook advertising network with actions performed on this Website. The Facebook pixel tracks conversions that can be attributed to ads on Facebook, Instagram and Audience Network.

Personal Data collected: Cookies and Usage Data.

Place of processing: United States – Privacy Policy. Privacy Shield participant.

Google Ads conversion tracking

Google Ads conversion tracking is an analytics service provided by Google LLC or by Google Ireland Limited, depending on the location this Website is accessed from, that connects data from the Google Ads advertising network with actions performed on this Website.

Personal Data collected: Cookies and Usage Data.

Place of processing: United States – Privacy Policy; Ireland – Privacy Policy. Privacy Shield participant.

Quora Conversion Pixel (Quora, Inc.)

Quora Conversion Pixel is an analytics service provided by Quora, Inc. that connects data from the Quora Platform with actions performed on this Website.

Personal Data collected: Cookies and Usage Data.

Place of processing: United States – Privacy Policy – Opt out.

·       Commercial affiliation

This type of service allows this Website to display advertisements for third-party products or services. Ads can be displayed either as advertising links or as banners using various kinds of graphics.
Clicks on the icon or banner posted on the Application are tracked by the third-party services listed below, and are shared with this Website.
For details of which data are collected, please refer to the privacy policy of each service.

Amazon Affiliation (Amazon)

Amazon Affiliation is a commercial affiliation service provided by Amazon.com Inc.

Personal Data collected: Cookies and Usage Data.

Place of processing: United States – Privacy Policy.

ClickBank (Click Sales Inc.)

ClickBank is a banner commercial affiliation service provided by Click Sales Inc.

Personal Data collected: Cookies and Usage Data.

Place of processing: United States – Privacy Policy.

·       Content commenting

Content commenting services allow Users to make and publish their comments on the contents of this Website.
Depending on the settings chosen by the Owner, Users may also leave anonymous comments. If there is an email address among the Personal Data provided by the User, it may be used to send notifications of comments on the same content. Users are responsible for the content of their own comments.
If a content commenting service provided by third parties is installed, it may still collect web traffic data for the pages where the comment service is installed, even when Users do not use the content commenting service.

Disqus (Disqus)

Disqus is a content commenting service provided by Big Heads Labs Inc.

Personal Data collected: Cookies, Usage Data and various types of Data as specified in the privacy policy of the service.

Place of processing: United States – Privacy Policy – Opt out.

Facebook Comments (Facebook, Inc.)

Facebook Comments is a content commenting service provided by Facebook, Inc. enabling the User to leave comments and share them on the Facebook platform.

Personal Data collected: Cookies and Usage Data.

Place of processing: United States – Privacy Policy. Privacy Shield participant.

·       Heat mapping and session recording

Heat mapping services are used to display the areas of a page where Users most frequently move the mouse or click. This shows where the points of interest are. These services make it possible to monitor and analyze web traffic and keep track of User behavior.
Some of these services may record sessions and make them available for later visual playback.

Hotjar Heat Maps & Recordings (Hotjar Ltd.)

Hotjar is a session recording and heat mapping service provided by Hotjar Ltd.
Hotjar honors generic „Do Not Track” headers. This means the browser can tell its script not to collect any of the User’s data. This is a setting that is available in all major browsers. Find Hotjar’s opt-out information here.

Personal Data collected: Cookies, Usage Data and various types of Data as specified in the privacy policy of the service.

Place of processing: Malta – Privacy Policy – Opt Out.

·       Interaction with external social networks and platforms

This type of service allows interaction with social networks or other external platforms directly from the pages of this Website.
The interaction and information obtained through this Website are always subject to the User’s privacy settings for each social network.
This type of service might still collect traffic data for the pages where the service is installed, even when Users do not use it.
It is recommended to log out from the respective services in order to make sure that the processed data on this Website isn’t being connected back to the User’s profile.

Facebook Like button and social widgets (Facebook, Inc.)

The Facebook Like button and social widgets are services allowing interaction with the Facebook social network provided by Facebook, Inc.

Personal Data collected: Cookies and Usage Data.

Place of processing: United States – Privacy Policy. Privacy Shield participant.

·       Interaction with live chat platforms

This type of service allows Users to interact with third-party live chat platforms directly from the pages of this Website, for contacting and being contacted by this Website support service.
If one of these services is installed, it may collect browsing and Usage Data in the pages where it is installed, even if the Users do not actively use the service. Moreover, live chat conversations may be logged.

ActiveCampaign site messages (ActiveCampaign, Inc.)

The ActiveCampaign site messages is a service for interacting with the ActiveCampaign live chat platform provided by ActiveCampaign, Inc.

Personal Data collected: Cookies, Data communicated while using the service, email address and Usage Data.

Place of processing: United States – Privacy Policy. Privacy Shield participant.

Facebook Messenger Customer Chat (Facebook, Inc.)

The Facebook Messenger Customer Chat is a service for interacting with the Facebook Messenger live chat platform provided by Facebook, Inc.

Personal Data collected: Cookies, Data communicated while using the service and Usage Data.

Place of processing: United States – Privacy Policy. Privacy Shield participant.

·       Managing landing and invitation pages

This type of service helps with building and managing landing and invitation pages, i.e., pages for presenting a product or service, where you may add your contact information such as an email address.
Managing these pages means that these services will handle the Personal Data collected through the pages, including Usage Data.

Instapage (Instapage, Inc.)

Instapage is a landing page management service provided by Instapage, Inc., that allows this Website to collect the email addresses of Users interested in its service.
Instapage allows the Owner to track and analyze the User response concerning web traffic or behavior regarding changes to the structure, text or any other component of the created landing pages.

Personal Data collected: Cookies, email address and Usage Data.

Place of processing: United States – Privacy Policy.

·       Remarketing and behavioral targeting

This type of service allows this Website and its partners to inform, optimize and serve advertising based on past use of this Website by the User.
This activity is performed by tracking Usage Data and by using Cookies, information that is transferred to the partners that manage the remarketing and behavioral targeting activity.
Some services offer a remarketing option based on email address lists.
In addition to any opt-out offered by any of the services below, the User may opt out of a third-party service’s use of cookies for certain remarketing features by visiting the Network Advertising Initiative opt-out page.

Users may also opt-out of certain advertising features through applicable device settings, such as the device advertising settings for mobile phones or ads settings in general.

Facebook Remarketing (Facebook, Inc.)

Facebook Remarketing is a remarketing and behavioral targeting service provided by Facebook, Inc. that connects the activity of this Website with the Facebook advertising network.

Personal Data collected: Cookies and Usage Data.

Place of processing: United States – Privacy Policy – Opt Out. Privacy Shield participant.

Google Ads Remarketing

Google Ads Remarketing is a remarketing and behavioral targeting service provided by Google LLC or by Google Ireland Limited, depending on the location this Website is accessed from, that connects the activity of this Website with the Google Ads advertising network and the DoubleClick Cookie.

Users can opt out of Google’s use of cookies for ads personalization by visiting Google’s Ads Settings.

Personal Data collected: Cookies and Usage Data.

Place of processing: United States – Privacy Policy – Opt Out; Ireland – Privacy Policy – Opt Out. Privacy Shield participant.

Remarketing with Google Analytics

Remarketing with Google Analytics is a remarketing and behavioral targeting service provided by Google LLC or by Google Ireland Limited, depending on the location this Website is accessed from, that connects the tracking activity performed by Google Analytics and its Cookies with the Google Ads advertising network and the Doubleclick Cookie.

Personal Data collected: Cookies and Usage Data.

Place of processing: United States – Privacy Policy – Opt Out; Ireland – Privacy Policy – Opt Out. Privacy Shield participant.

·       Tag Management

This type of service helps the Owner to manage the tags or scripts needed on this Website in a centralized fashion.
This results in the Users’ Data flowing through these services, potentially resulting in the retention of this Data.

Google Tag Manager

Google Tag Manager is a tag management service provided by Google LLC or by Google Ireland Limited, depending on the location this Website is accessed from.

Personal Data collected: Cookies and Usage Data.

Place of processing: United States – Privacy Policy; Ireland – Privacy Policy. Privacy Shield participant.

·       User database management

This type of service allows the Owner to build user profiles by starting from an email address, a personal name, or other information that the User provides to this Website, as well as to track User activities through analytics features. This Personal Data may also be matched with publicly available information about the User (such as social networks’ profiles) and used to build private profiles that the Owner can display and use for improving this Website.
Some of these services may also enable the sending of timed messages to the User, such as emails based on specific actions performed on this Website.

ActiveCampaign (ActiveCampaign, Inc.)

ActiveCampaign is a User database management service provided by ActiveCampaign, Inc.

Personal Data collected: Cookies, email address and various types of Data as specified in the privacy policy of the service.

Place of processing: United States – Privacy Policy. Privacy Shield participant.

How to provide or withdraw consent to the installation of Cookies

In addition to what is specified in this document, the User can manage preferences for Cookies directly from within their own browser and prevent – for example – third parties from installing Cookies.
Through browser preferences, it is also possible to delete Cookies installed in the past, including the Cookies that may have saved the initial consent for the installation of Cookies by this website.
Users can, for example, find information about how to manage Cookies in the most commonly used browsers at the following addresses: Google ChromeMozilla FirefoxApple Safari and Microsoft Internet Explorer.

With regard to Cookies installed by third parties, Users can manage their preferences and withdrawal of their consent by clicking the related opt-out link (if provided), by using the means provided in the third party’s privacy policy, or by contacting the third party.

Notwithstanding the above, the Owner informs that Users may follow the instructions provided on the subsequently linked initiatives by the Your Online Choices (EU), the Network Advertising Initiative (US) and the Digital Advertising Alliance (US), DAAC (Canada), DDAI (Japan) or other similar services. Such initiatives allow Users to select their tracking preferences for most of the advertising tools. The Owner thus recommends that Users make use of these resources in addition to the information provided in this document.

Owner and Data Controller

uDroppy Limited
Bayfield Building, 99 Hennessy Road, Wan Chai, Hong Kong

Owner contact email: [email protected]

Since the installation of third-party Cookies and other tracking systems through the services used within this Website cannot be technically controlled by the Owner, any specific references to Cookies and tracking systems installed by third parties are to be considered indicative. In order to obtain complete information, the User is kindly requested to consult the privacy policy for the respective third-party services listed in this document.

Given the objective complexity surrounding the identification of technologies based on Cookies, Users are encouraged to contact the Owner should they wish to receive any further information on the use of Cookies by this Website.

Definitions and legal references

Personal Data (or Data)

Any information that directly, indirectly, or in connection with other information — including a personal identification number — allows for the identification or identifiability of a natural person.

Usage Data

Information collected automatically through this Website (or third-party services employed in this Website), which can include: the IP addresses or domain names of the computers utilized by the Users who use this Website, the URI addresses (Uniform Resource Identifier), the time of the request, the method utilized to submit the request to the server, the size of the file received in response, the numerical code indicating the status of the server’s answer (successful outcome, error, etc.), the country of origin, the features of the browser and the operating system utilized by the User, the various time details per visit (e.g., the time spent on each page within the Application) and the details about the path followed within the Application with special reference to the sequence of pages visited, and other parameters about the device operating system and/or the User’s IT environment.

User

The individual using this Website who, unless otherwise specified, coincides with the Data Subject.

Data Subject

The natural person to whom the Personal Data refers.

Data Processor (or Data Supervisor)

The natural or legal person, public authority, agency or other body which processes Personal Data on behalf of the Controller, as described in this privacy policy.

Data Controller (or Owner)

The natural or legal person, public authority, agency or other body which, alone or jointly with others, determines the purposes and means of the processing of Personal Data, including the security measures concerning the operation and use of this Website. The Data Controller, unless otherwise specified, is the Owner of this Website.

This Website (or this Application)

The means by which the Personal Data of the User is collected and processed.

Service

The service provided by this Website as described in the relative terms (if available) and on this site/application.

European Union (or EU)

Unless otherwise specified, all references made within this document to the European Union include all current member states to the European Union and the European Economic Area.

Cookies

Small sets of data stored in the User’s device.

Legal information

This privacy statement has been prepared based on provisions of multiple legislations, including Art. 13/14 of Regulation (EU) 2016/679 (General Data Protection Regulation).

This privacy policy relates solely to this Website, if not stated otherwise within this document.

Latest update: October 17, 2019

Click here to check the complete and most up to date Cookie Policy and GDPR Policy.

Privacy Policy of udroppy.com

This Website collects some Personal Data from its Users.

Personal Data collected for the following purposes and using the following services:

Access to third-party accounts

  • Stripe account access: Personal Data: various types of Data as specified in the privacy policy of the service

Advertising

  • Facebook Audience Network: Personal Data: Cookies; unique device identifiers for advertising (Google Advertiser ID or IDFA, for example); Usage Data
  • Google Ad Manager: Personal Data: Cookies; Usage Data
  • Quora List Match Audience: Personal Data: Cookies; email address; Usage Data

Analytics

  • Google Analytics, LinkedIn conversion tracking, Twitter Ads conversion tracking, Facebook Ads conversion tracking (Facebook pixel), Google Ads conversion tracking and Quora Conversion Pixel: Personal Data: Cookies; Usage Data

Backup saving and management

  • Backup on Google Drive: Personal Data: various types of Data as specified in the privacy policy of the service

Commercial affiliation

  • Amazon Affiliation and ClickBank: Personal Data: Cookies; Usage Data

Contacting the User

  • Contact form: Personal Data: address; city; country; date of birth; email address; first name; last name; website

Content commenting

  • Disqus: Personal Data: Cookies; Usage Data; various types of Data as specified in the privacy policy of the service
  • Facebook Comments: Personal Data: Cookies; Usage Data

Data transfer outside the EU

  • Data transfer to countries that guarantee European standards, Data transfer from the EU and/or Switzerland to the U.S based on Privacy Shield, Data transfer abroad based on consent and Data transfer abroad based on standard contractual clauses: Personal Data: various types of Data

Handling payments

  • Apple Pay, Coinbase, PayPal and Stripe: Personal Data: various types of Data as specified in the privacy policy of the service

Heat mapping and session recording

  • Hotjar Heat Maps & Recordings: Personal Data: Cookies; Usage Data; various types of Data as specified in the privacy policy of the service

Hosting and backend infrastructure

  • Heroku: Personal Data: various types of Data as specified in the privacy policy of the service
  • iubenda Consent Solution: Personal Data: Data communicated while using the service

Interaction with external social networks and platforms

  • Facebook Like button and social widgets: Personal Data: Cookies; Usage Data
  • YouTube button and social widgets: Personal Data: Usage Data

Interaction with live chat platforms

  • ActiveCampaign site messages: Personal Data: Cookies; Data communicated while using the service; email address; Usage Data
  • Facebook Messenger Customer Chat: Personal Data: Cookies; Data communicated while using the service; Usage Data

Location-based interactions

  • Geolocation and Non-continuous geolocation: Personal Data: geographic position

Managing landing and invitation pages

  • Instapage: Personal Data: Cookies; email address; Usage Data

Managing support and contact requests

  • Salesforce Service Cloud: Personal Data: various types of Data as specified in the privacy policy of the service

Platform services and hosting

  • Shopify: Personal Data: various types of Data as specified in the privacy policy of the service

Registration and authentication

  • Facebook Authentication, Log In with PayPal and Stripe OAuth: Personal Data: various types of Data as specified in the privacy policy of the service

Remarketing and behavioral targeting

  • Facebook Remarketing, Google Ads Remarketing and Remarketing with Google Analytics: Personal Data: Cookies; Usage Data

Tag Management

  • Google Tag Manager: Personal Data: Cookies; Usage Data

User database management

  • ActiveCampaign: Personal Data: Cookies; email address; various types of Data as specified in the privacy policy of the service
  • Pardot, Salesforce Marketing Cloud and Salesforce Sales Cloud: Personal Data: various types of Data as specified in the privacy policy of the service

Contact information

Owner and Data Controller

uDroppy Limited
Bayfield Building, 99 Hennessy Road, Wan Chai, Hong Kong

Owner contact email: [email protected]

Latest update: October 17, 2019

Click here to read the complete and the most up to date Privacy Policy.

COVID-19 Crisis: Tracking Numbers & Refunds

– During the Covid-19 crisis tracking numbers may not work or be delayed due to lack of human resources at logistics centers and shipping companies, as well as lack or delays in cargo flights and ships. Due to the Covid-19 crisis uDroppy won’t refund any order delivered over 40 business days or late.

– This point is valid until the Covid-19 crisis is finished, meaning lockdowns in all interested countries are canceled, cargo flights and ships are back to normal schedule and logistics to normal pace, with backlog absorbed.


This refund policy is to be used as a resource by people who work with uDroppy.

uDroppy is a B2B Marketplace that connects online merchants with manufacturers. Everyday we close partnerships with best in class factories and shipping companies to ensure an high quality service. However sometimes it can happen that there is a delay in the shipments, a product damaged or a wrong variants. uDroppy is here to manage these problems as well.

uDroppy will provide a full refund* in any of the following cases:

1. Delayed Orders:

Orders Not Found, In transit, Pending, Expired with more than 40 business days (counting from the day the uDroppy client fulfills the order to uDroppy also called “fulfilment date”)  if:

– A customer has sent a complaint (Through PayPal Dispute or other Gateway, e-mail, etc.)

– The customer has provided the full shipping information which includes the shipping name, address, province, zip code, country and contact phone number.

– Sometimes, the order arrives at the nearest office to the buyer and gets marked as pending delivery because of the incorrect or unclear address. You will need to ask your buyer to go to the post office for delivery or to contact the local post office.

You will need to provide to uDroppy:

– Screenshot of customer complains or e-mail stating they have not received the order.

***During the year there are couple of Chinese Holidays listed below. Therefore if fulfilment date is during a national holiday it will be taken in consideration as fulfilment date the first date after the holiday is finished.

2020 chinese holidays

2. Damaged Orders:

uDroppy will provide a full refund/replacement if:

– The order arrives damaged.

– The order arrives damaged but the customer does not want the replacement to be sent.

– For electronic products the Client should start the dispute not later than 7 days after the product is received.

You will need to provide to uDroppy:

– Photos of the damaged item to prove damage.

– Screenshot of the e-mail or dispute received.

The products might need to be returned to uDroppy if our Dispute Operation Team asks for a return.

The dispute to uDroppy should be opened not later than 7 days after the products arrived at destination. 

3. Nonconformity:

uDroppy will check most of the items before shipping them out, but sometimes the buyers still complain about products received.

uDroppy will provide a full refund/replacement if:

– Imperfections such as incorrect size/color, parts missing, not working etc.

You will need to provide to uDroppy:

– Photos and/or videos of the items received from buyer to prove imperfections.

– Screenshot of the e-mail or dispute received.

The products might need to be returned to uDroppy if our Dispute Operation Team asks for a return.

For parts missing, uDroppy only accepts resend it instead of the full refund.

The dispute to uDroppy should be opened not later than 7 days after the products arrived at destination. 

4. Delivery Countries’ Limits:

Because of international shipping method ability limits, the deliveries can encounter complications in certain shipping countries.

uDroppy will not accept any dispute about delivery once order dispatched if shipped to the countries below:

Haiti, Kyrgyzstan, Madagascar, Mauritius, Bangladesh, Nepal, Nicaragua, Swaziland, Jamaica, Zambia, Ecuador, Peru, Bolivia, Chile, Argentina, Uruguay, Egypt, Sudan, Libya, Algeria, Angola, Bahamas, Benin, Belize City, Burundi, Dominican Republic, Gambia, Grenada, Cuba, Palestine, Mexico, Brazil, Paraguay, Guadaloupe, Reunion Islands, New Caledonia.

You can still open a dispute with reasons except for delivery.

You will need to provide to uDroppy:

– Photos of the items received from buyer to prove the complaints.

– Screenshot of the e-mail or dispute received.

5. Shipping Method Limits:

Some shipping methods will be untrackable when orders arrived to some Countries, States or Cities, uDroppy will not accept any dispute when you choose shipping method and ship to the limit countries.

Product Volume Excess: Some products are much bigger in volume than in weight, and freight company will charge the shipping based on volume instead of weight. Normally the orders that weigh over 2kg and exceed the volume will have this issue. We will have to charge you by the volume for shipping cost once we find it.

As the international shipping method developing, the limits will be released in the future, we will change this rule if we have an opportunity.

You can still open a dispute with reasons except for delivery as usual.

You will need to provide to uDroppy:

– Photos of the items received from buyer to prove the complaints.

– Screenshot of the e-mail or dispute received.

6. The dispute which is not the fault of uDroppy:

uDroppy will not accept any disputes that buyer received with reasons as below:

– The buyer does not like it.

– The description is not correct.

– Products smell unusual.

– The buyer ordered wrong items or SKU.

– The shipping address provided incorrectly.

7. Products returned to uDroppy warehouse:

– Normally uDroppy will not suggest returning products to our warehouse, because the international shipping is costly and takes at least 3 months to arrive to uDroppy China Warehouse. Most them will be lost during the return. Also, most of the returned products will be damaged on the way.

uDroppy can accept the returns if you put the products to your private inventory once we received them.

*Refunds are made on the same PayPal or Stripe account used to fulfill the order or as Virtual Funds in the platform. Please remember that transactions fees could occur in accordance to the client’s account

8. Force Majeure 

All of the above is not valid whether an event of force majeure is involved.

An event of force majeure is an event or circumstance which is beyond the control and without the fault or negligence of the party affected and which by the exercise of reasonable diligence the party affected was unable to prevent provided that event or circumstance is limited to
the following:
(a) riot, war, invasion, act of foreign enemies,
hostilities (whether war be declared or not) acts of
terrorism, civil war, rebellion, revolution,
insurrection of military or usurped power,
requisition or compulsory acquisition by any
governmental or competent authority;
(b) ionising radiation or contamination, radio activity
from any nuclear fuel or from any nuclear waste
from the combustion of nuclear fuel, radio active
toxic explosive or other hazardous properties of
any explosive assembly or nuclear component;
(c) pressure waves caused by aircraft or other aerial
devices travelling at sonic or supersonic speeds;
(d) epidemic or pandemic;
(e) earthquakes, flood, fire or other physical natural
disaster, but excluding weather conditions
regardless of severity; and
(f) strikes at national level or industrial disputes at a
national level, or strike or industrial disputes by
labour not employed by the affected party, its
subcontractors or its suppliers and which affect an
essential portion of the works but excluding any
industrial dispute which is specific to the
performance of the works or this contract.”


 

Subscriptions:

If you terminate within 24 hours from your order, you will be eligible for a refund. Should more than 24 hours pass, your payment is non-refundable and your service will continue until the end of your subscription term.

Termination of the contract can be done directly from your subscription page or can be requested any time at [email protected] only from the email address associated with the account.

 

uDroppy is the fastest platform to sell your products. If a supplier abides by these general obligations they are unlikely to be affected by any rule or policy enforced by the platform.

1. Suppliers provide uDroppy truthful and accurate information at all times
Supplier are expected to be truthful and accurate when entering information into the uDroppy platform. Product listings should be truthful and accurate, this includes but not limited to images, inventory, pricing. Product images should depict the product being sold accurately. The product description should not include conditions that are different from the product image.
2. Suppliers should ensure orders are delivered to the customer as fast as possible
Users expect to get what they ordered promptly. Suppliers should ensure the user gets what they ordered as quickly as possible.

Accomplish this by:
Fulfilling orders quickly.
Using reliable and efficient shipping methods.

1. Listing Products

1.1 Information provided during product upload must be accurate
If a supplier provides inaccurate information about product they are listing, the product could be removed and the account could face penalties or suspension.
1.2 Counterfeit products are strictly prohibited on uDroppy
Listing counterfeit products on uDroppy is not tolerated. If a supplier lists counterfeit products for sale, the products will be removed and their account will face penalties and possible suspension.
1.3 Products and listings may not infringe on the intellectual property of others
Products and listings may not infringe on the intellectual property of others. This includes, but is not limited to: copyright, trademarks, and patents. suppliers are responsible for ensuring that their products and listings do not infringe and are encouraged to do an IP clearance check before listing products. If a supplier repeatedly lists products that infringe on others’ intellectual property, the products will be removed and their account will face possible penalties of $500 USD* or more and/or suspension.

If a supplier continues to repeatedly infringes on the intellectual property rights of others, their account is at risk of higher penalties, suspension and/or termination.
Effective February 24, 2020, the penalty can only be disputed and approved within 90 days from when the penalty was created. If the penalty dispute is not approved within the 90 day period from when the penalty was created, the penalty will not be reversed.
1.4 Product listings may not refer users off of uDroppy
If a supplier lists a product which encourages customers to leave uDroppy or contact a store outside of uDroppy, the product will be removed and the account risks suspension.
1.5 Listing duplicate products is prohibited
Listing the same product multiple times is prohibited. Products of the same size should be listed as one product. Duplicate products should not be uploaded. If a supplier uploads duplicate products the products will be removed and the account risks suspension.
1.6 Modifying a product listing from its original product to a new product is forbidden
If a supplier changes a product listing into a new product, the product will be removed, the account will be penalized $100*, and the account will be at risk of suspension.
Effective February 24, 2020, the penalty can only be disputed and approved within 90 days from when the penalty was created. If the penalty dispute is not approved within the 90 day period from when the penalty was created, the penalty will not be reversed.

1.7 Prohibited product listings will be penalized
If a product listing is detected to not comply with uDroppy’s prohibited product listing policies, the supplier will be penalized $10* and the product listing will be taken down. Effective February 24, 2020 00:00 GMT, the penalty amount issued will be increased to $50* per prohibited product.
Effective February 24, 2020, the penalty can only be disputed and approved within 90 days from when the penalty was created. If the penalty dispute is not approved within the 90 day period from when the penalty was created, the penalty will not be reversed.
1.8 A product listing may not include different products of high variance
If a supplier includes different products of high variance in one listing, the product will be removed and the account risks suspension.
High variance products refer to the following:
Products that are fundamentally different from each other
Products that require completely different product description
Products that cannot both be described by a single product title
One product is another product’s accessory
A customer would not expect to find the products together on the detail page.
We reserve the right to remove products that violate this product variance policy.
If you have this need for legitimate reasons, please contact your Account Manager or supplier Support at [email protected]

2. Fulfillment

Fulfilling orders promptly and accurately is the number one priority of a supplier receiving sales.
2.1 All orders must be fulfilled in 5 days
If an order is not fulfilled in 5 days, it will be refunded and the associated product may be disabled.
2.2 If a supplier has an extremely high number of orders refunded by policy 5.1, their account will be suspended
Auto-refund ratio is the number of orders automatically refunded due to policy 5.1 over the number of orders received. If this ratio is extremely high, the account will be suspended.
2.3 If a supplier’s fulfillment rate is extremely low, their account will be suspended
Fulfillment rate is the number of orders fulfilled over the number of orders received. If this rate is extremely low, their account will be suspended.
2.4 Orders that qualify for the Confirmed Delivery Policy must be shipped with one of our Confirmed Delivery carriers that provides last mile tracking.
The Confirmed Delivery Policy affects orders that are shipped to the following countries and have a combined supplier price and supplier shipping of the one product within the order above their respective thresholds.
Requirements:
Orders must be fulfilled with valid tracking within 5 days
Orders must be shipped by one of our qualified carriers with a method that provides last mile tracking
Orders must be confirmed delivered by one of the Confirmed Delivery carriers within 40 days of the order being available for fulfillment
suppliers that do not meet these requirements are at risk of suspension.

2.5 Orders that are not confirmed shipped by the carrier within the designated amount of time after order released date will be penalized
2.6 Orders that are fulfilled with fake tracking numbers will be penalized
If an order is fulfilled using a fake tracking number, the supplier may be subject to penalties.

3. Refund Policy

3.1 Orders are not eligible for payment if a refund is issued before the order is confirmed shipped
If an order is refunded before the order is confirmed shipped, the order is not eligible for payment. To be eligible for payment the order must be confirmed shipped on uDroppy before the refund occurred.
suppliers are allowed to dispute these refunds.
3.2 Any order refunded by uDroppy is not eligible for payment
If an order is refunded by uDroppy, uDroppy will not be paid for the order.
suppliers are not allowed to dispute these refunds.
3.3 supplier is responsible for 100% of any refund on orders without valid or accurate tracking information
If an order has invalid, inaccurate or missing tracking information, the supplier is responsible for 100% of the cost of a refund on that order.
3.4 supplier is responsible for 100% of any refund on an order which is confirmed fulfilled late
If the confirmed fulfillment date was 5 days or more after purchase, the supplier is responsible for 100% of the cost of a refund on that order.
suppliers are allowed to dispute these refunds.

3.5 supplier is responsible for 100% of any refund on an order with excessively delayed delivery (more than 40 days)
If a refund occurs because an order is not confirmed delivered by 40 days after the order is placed, the supplier is responsible for 100% of the cost of the refund. suppliers are allowed to dispute these refunds.
3.6 supplier is responsible for 100% of any refund due to a size issue
If a refund occurs due a customer sizing issue, the supplier is responsible for 100% of the cost of the refund.
suppliers are allowed to dispute these refunds.
3.7 supplier is responsible for 100% of any refund on an order that the supplier engaged in fraudulent activity
If a supplier is in engaging in fraudulent activity, or circumventing revenue share they are responsible for 100% of the cost of any refund on the fraudulent orders.
suppliers are allowed to dispute these refunds.
3.8 supplier is responsible for 100% of any refund for items arriving damaged
If a refund occurs because the item arrived damaged, the supplier is responsible for 100% of the cost of the refund.
suppliers are allowed to dispute these refunds.
3.9 supplier is responsible for 100% of any refund for items not matching the listing
If a refund occurs because the item does not match the product listing, the supplier is responsible for 100% of the cost of the refund.

Note: Product images should depict the product being sold accurately. Contradictions between the product image and product description could result in item does not match product listing refunds.
suppliers are allowed to dispute these refunds.
3.10 If an account is suspended, the store is responsible for 100% of any refund
If a refund occurs while the supplier account is suspended, the supplier is responsible for 100% of the cost of the refund.
suppliers are not allowed to dispute these refunds.
3.11 supplier is responsible for 100% of any refund for products with an extremely high refund ratio
suppliers will receive an infraction for each product with an extremely high refund ratio. The supplier is responsible for 100% of the cost of refund for all orders for the product going forward and retroactively up to the last payment. Refund ratio is the number of orders refunded over the total number of orders received during a time period. A refund ratio of less than 5% is acceptable.

Depending on the refund ratio, products may be removed from uDroppy. Products that have a high refund ratio and are not removed from uDroppy are re-evaluated periodically. If the product is found to have a low refund ratio, the supplier will no longer be responsible for 100% of refunds due to this policy.
suppliers are not allowed to dispute these refunds.

3.12 supplier is responsible for 100% of any refund for products that are marked as counterfeit
Selling counterfeit products is prohibited on uDroppy. Products that infringe on intellectual property are removed and suppliers are responsible for 100% of the cost of refunds for the products.
suppliers are allowed to dispute these refunds through the counterfeit infraction.
3.13 supplier is responsible for 100% of any refund for items that are sent to the wrong address
If a refund occurs because the item was sent to the wrong address, the supplier is responsible for 100% of the cost of refund.
suppliers are allowed to dispute these refunds.
3.14 supplier is responsible for 100% of any refund for items that are shipped incompletely
If a refund occurs because the order shipped was incomplete, the supplier is responsible for 100% of the cost of refund. Incomplete order is an order where the supplier did not ship the correct quantity of items or did not ship all parts of an item.
suppliers are allowed to dispute these refunds.
3.15 supplier is responsible for 100% of any refund for items that are returned to sender
If delivery fails and carrier returns item to sender, the supplier is responsible for 100% of the cost of refund.
suppliers are allowed to dispute these refunds.

3.16 supplier is responsible for 100% of any refund for products with low ratings
suppliers will receive an infraction for each product with an extremely low rating average. The supplier is responsible for 100% of the cost of refunds for all orders for the product going forward and retroactively up to the last payment.

Depending on the average rating, products may be removed from uDroppy. Products that have a low average rating and are not removed from uDroppy are re-evaluated periodically. If the product is found to have a rating that is no longer low, then the supplier will no longer be responsible for 100% of refunds due to this policy.
suppliers are not allowed to dispute these refunds.
3.17 supplier is responsible for 100% of any refund for products not delivered to the user
If an item’s tracking is marked as delivered but the user did not receive the item, the supplier is responsible for 100% of the cost of refunds.
suppliers are allowed to dispute these refunds.
3.18 supplier is responsible for 100% of any refund for orders shipped with unaccepted carriers
If an item is shipped with an unaccepted carrier, then the supplier is responsible for 100% of the cost of refunds.
suppliers are not allowed to dispute these refunds.

3.19 supplier is ineligible to receive payments from refunded orders if the store has a high refund rate
If a supplier’s store has a high refund rate, the supplier is responsible for 100% of the cost of refunds for all orders going forward. Once the store’s refund rate improves and is no longer high, the supplier will be responsible for refunds as per standards.
suppliers are not allowed to dispute these refunds.

3.20 supplier is responsible for 100% of any refund for products that are reported as dangerous or illegal in certain countries
If a supplier lists products that are considered to be dangerous or illegal in a country in which the products are sold, the supplier is responsible for 100% of the cost of refunds for all orders from these specific countries.
Due to the nature of these policy violations, suppliers may not dispute these refunds.

4.Fees and Payments

4.1 Fees:
Depending on the terms noted within the supplier’s uDroppy account or the terms of any other agreement the supplier may have with uDroppy, uDroppy will either take a percentage or a set amount of the list price provided to uDroppy by the supplier when an item sells.

Should the supplier use additional services or product features related to the sales of items through or in connection with uDroppy’s services (e.g., ProductBoost, Fulfillment by uDroppy, etc.), these services or product features may be subject to certain additional or different fees as communicated by uDroppy. In the event uDroppy introduces a new service or product feature related to the sales of items through or in connection with uDroppy’s services, the fees for that service or product feature will be effective upon the launch of the service or product feature. Unless otherwise stated, all fees are quoted in US Dollars (USD).

In certain situations, including but not limited to a void or invalid transaction, uDroppy may issue a debit to a supplier’s billing statement for the applicable fees.

Except as set forth in the supplier Terms of Service or the Tax Policy, you are responsible for paying all fees and applicable taxes associated with using and selling on uDroppy.
4.2 Payments
Provided the supplier is in compliance with the Terms of Service and other uDroppy policies, and excluding any amounts due to refunds to customers, fees applied to supplier accounts, penalties issued against the supplier, discretionary advances or advances made through payment processors, or other charges or amounts that uDroppy is entitled to offset against the supplier (collectively, the “Charges”), the supplier shall be paid the amounts noted below.

4.2.1 Payment Amounts
Depending on the terms noted within the supplier’s uDroppy account or the terms of any other agreement the supplier may have with uDroppy, when an item sells, uDroppy will pay the supplier either a percentage or a set amount of the listed product price plus the listed shipping price (combined) as provided to uDroppy by the supplier. Payments will be a net amount reflecting the supplier’s prices (listed product price and listed shipping price) less any Charges.

4.2.2 Order Payment Eligibility
Your shipped transactions will be eligible for payment as set out below or as otherwise communicated to you by uDroppy. Without limiting any other remedies, uDroppy may unilaterally decide to delay the remittance and withhold any amount payable to you until receiving the confirmation of delivery. Transactions that cannot be confirmed as shipped either by your tracking data or through our internal systems may be ineligible for payment. uDroppy will pay you for your eligible transactions twice per month.

An order is confirmed shipped when the package receives its first tracking scan.
An order is confirmed delivered when either the tracking carrier confirms delivery or the customer confirms delivery.

4.2.5 Disbursements
uDroppy generally will disburse payments to suppliers for their eligible transactions twice per month. This disbursal schedule may change, at uDroppy’s reasonable discretion, if (a) the supplier is not in compliance with the Terms of Service or these Fees and Payment policies, (b) the supplier changes its payment provider during a payment cycle, (c) the supplier is involved in a third-party claim, legal proceeding, or governmental inquiry related to the supplier’s use of the Services, (d) uDroppy reasonably suspects that the supplier account has security vulnerabilities, has been hacked, or otherwise has been compromised, or (e) uDroppy has communicated a different disbursal schedule to the supplier. Upon making a payment disbursal to the supplier, it may take 5 – 7 business days for the funds to arrive in your supplier or your provider’s account.

suppliers’ account balances available for disbursal are estimates based, in part, on certain information made available to uDroppy. uDroppy cannot guarantee that the disbursal amount made to the supplier will be identical to the amount visible to the supplier displayed as its account balance within its account, and uDroppy shall not be liable for any discrepancy between these two amounts.

4.3 Payments to new Suppliers

The first payment to a new Supplier will be processed after 30 days the first order confirmed.

Please read these Supplier terms of service and agreement (“terms of service,” “Terms” or “Agreement”) carefully before using the website, applications and services offered by ContextLogic Inc. (“uDroppy,” “we,” and “us”). This agreement sets forth the legally binding terms and conditions for your use as a Supplier of our website(s), services or applications, including, without limitation, the website at www.udroppy.com and app offered under the name uDroppy.

By registering for or otherwise using the Services in any manner, including but not limited to visiting or browsing the Services, you agree to be bound by these Terms, including those additional terms and conditions and policies referenced herein and/or published or made available by uDroppy.

Please note that Paragraph 7, contains an arbitration clause and class action waiver. By agreeing to the Terms, you agree to resolve all disputes through binding individual arbitration, which means that you waive any right to have those disputes decided by a judge or jury, and that you waive your right to participate in class actions, class arbitrations, or representative actions. Please read Paragraph 7 carefully.

1. uDroppy is a Marketplace

You understand and agree that uDroppy is a marketplace and as such is not responsible or liable for any content, data, text, information, usernames, graphics, images, photographs, profiles, audio, video, items, products, listings, links or information posted by you, other Suppliers or outside parties on uDroppy. You use the Services at your own risk.

To the fullest extent permitted by law, you and your Affiliates (defined below) waive claims related to, and agree that uDroppy and uDroppy’s Affiliates, including any of their officers, directors, employees, consultants or agents, are not responsible for (a) any statements, guarantees, services in this agreement, and expected transactions, including Supplierability, applying to particular purposes or any implied warranties; (b) implied warranties based on the transaction process, the performance of the contract or trading practices course of dealing; or (c) any duties, responsibilities, rights, claims or tort reliefs, whether or not they are due to uDroppy’s negligence. “Affiliate”“ shall mean, with respect to any entity, any other entity that directly or indirectly controls, is controlled by, or is under common control with that entity.

If you have disputes with any third party over any product, offering or interaction over the Services, you agree not to make any claim of any kind or nature against uDroppy or its Affiliates, no matter whether such claims, requirements or compensation of damages are known, ensured or released.

2. Membership Eligibility

Age: uDroppy’s Services are available only to, and may only be used by, individuals who are at least 18 years and who can form legally binding contracts under applicable law. You represent and warrant that you are at least 18 years old and that all registration information you submit is accurate and truthful. uDroppy may, in its sole discretion, refuse to offer access to or use of the Service to any person or entity or change its eligibility criteria at any time. This provision is void where prohibited by law and the right to access the Service is revoked in such jurisdictions.

Individuals under the age of 18 or who cannot form legally binding contracts must at all times use the Services only in conjunction with and under the supervision of a parent or legal guardian who is at least 18 years of age. In this case, the adult is the Supplier and is responsible for any and all activities.

Compliance: You agree to comply with all applicable laws regarding online conduct and acceptable content. Except as set forth in Paragraphs 15 and 16 herein, you are responsible for all applicable taxes. In addition, you must abide by uDroppy’s policies stated in these Terms and the uDroppy policy documents listed below (which are incorporated into these Terms by reference).

  • Supplier Policies (including all subsections incorporated therein)

 

As a legal person, you represent, warrant, promise and guarantee that during the period of registration and agreement: (a) you are legally established in accordance with applicable law, validly existing and in good operation; (b) you have all the necessary legal qualifications, rights, capabilities and authorities to sign this agreement, fulfill duties accordingly and grant rights, licensing and authority required by this agreement, and have the permissions, approvals and licenses required by your business and the sale of the items in the relevant countries; (c) you and your affiliates will comply with all laws to fulfill your rights and duties in this agreement; (d) when offering any items for sale through the Services, you are in full compliance with all legislation, statutes, regulations and other enactments having the force of law and all industry codes, policies or guidelines and any applicable direction, statement of practice, policy, rule or order given by a regulator which apply from time to time in the country from which or to which the items are sold and/or offered (“Applicable Laws and Regulations”); (e) you shall maintain such records as are necessary pursuant to such Applicable Laws and Regulations and shall promptly on request make them available for inspection by any relevant authority that is entitled to inspect them; (f) you shall monitor any changes in the Applicable Laws and Regulations which may impact the sale of the items through the Services; (g) you shall directly notify uDroppy by email and in writing of any investigation and potential claim that are instigated by any regulator in relation to the items offered through the Services; (h) you shall promptly remove any and all offerings of items from the Services whenever these infringe the Applicable Laws and Regulations, become otherwise prohibited in the relevant countries, and/or when these are included in (an updated version of) the Supplier Policies; and (i) you and your financial institution(s) are not subject to sanctions or otherwise designated on any list of prohibited or restricted parties or owned or controlled by such a party, including but not limited to the lists maintained by the United Nations Security Council, the US Government (e.g., the US Department of Treasury’s Specially Designated Nationals list and Foreign Sanctions Evaders list and the US Department of Commerce’s Entity List), the European Union or its member states, or other applicable government authority.

Additionally, should you register an account, make purchases or otherwise use our Services in a capacity other than as a Supplier, seller or distributor (e.g., as a purchasing consumer and/or retail customer), you agree to be bound by uDroppy’s Terms of Use and those Terms of Use shall govern such conduct.

Password & Account Security: Keep your password secure. You are fully responsible for all activity, liability and damage resulting from your failure to maintain password confidentiality. You agree to immediately notify uDroppy of any unauthorized use of your password or any breach of security of your account. You also agree that uDroppy cannot and will not be liable for any loss or damage arising from your failure to keep your password secure or any breach of security of your account. You agree not to provide your username and password information in combination to any other party other than uDroppy without uDroppy’s express written permission.

Account Information: You must keep your account information up-to-date and accurate at all times, including a valid name, address, phone number and email address. To sell items on uDroppy you must provide and maintain valid payment information such as a valid PayPal/Stripe account. You authorize us (and will provide us documentation evidencing your authorization upon our request) to verify your information (including any updated information), to obtain credit reports about you from time to time, to obtain credit authorizations from the issuer of your credit card, and to charge your credit card or debit your bank account for any sums payable by you to us (in reimbursement or otherwise). You also agree to provide uDroppy any additional information or authorizations as may be necessary for uDroppy to provide the Services under this Agreement. All payments to you will be remitted to your bank account through a banking network or by other means specified by us. Depending on the payment method you choose, you may be required to provide a valid United States tax identification number via Form W-9 or proof of residency outside the United States via Form W-8BEN/W-8BEN-E.

Account Transfer: You may not transfer or sell your uDroppy Supplier account and username to another party. If you are registering as a business entity, you personally guarantee that you have the authority to bind the entity to these Terms.

Right to Refuse Service: uDroppy reserves the right, in uDroppy’s sole discretion, to cancel unconfirmed or inactive accounts and/or to refuse to offer the Services to you, for any (or no) reason and at any time.

3. Fees and Payment

Fees:

uDroppy will collect fees or other amounts from you, for your use of the Services, as set forth in its policy on Fees and Payments or as otherwise communicated to you by uDroppy. Except as set forth in Paragraphs 15 and 16 herein, you are responsible for paying all fees and applicable taxes associated with using and selling on uDroppy.

The Supplier also may incur fees through the use of various payment providers or processors. Any such payment provider or processor fees will be determined by any agreement the Supplier may have with a payment provider or processor, and uDroppy is not responsible for reviewing, advising on, or paying any such fees.

Payment:

uDroppy will make payments to you, in connection with your use of the Services, as set forth in its policy on Fees and Payments or as otherwise communicated to you by uDroppy.

Payment by uDroppy to you is considered made and complete upon transmission by uDroppy, of the payment amount owed to you, to the payment method you have selected irrespective of your receipt of payment from the payment provider or processor. Each payment provider or processor may have its own terms of use or other legal requirements, and uDroppy does not guarantee and is not responsible for any services provided by such payment provider or processor (including, without limitation, any remittance of payment, security protocols or obligations to the Supplier, accurate and timely disbursal of payments to the Supplier, nonavailbility of services, etc., of such payment provider or processor). Risk of loss and nonpayment from the payment provider or processor remains with you as the Supplier.

In addition to the above, uDroppy may unilaterally elect to delay the remittance and withhold the amounts payable to Suppliers, or any other payment due under the terms of this Agreement or its policy on Fees and Payments, until such time as uDroppy receives confirmation of product delivery. Transactions for which uDroppy cannot confirm delivery may be ineligible for payment.

In the event that uDroppy elects to remit an amount to you before the eligible payment date for such amount through a discretionary advance or advance made through your payment processor or provider (hereinafter a “Discretionary Advance”), uDroppy may reduce Supplier’s payment eligibility by the amount of the Discretionary Advance either immediately or as soon thereafter as reasonably practicable.

Moreover, If uDroppy determines that your actions or performance may result in returns, chargebacks, claims, disputes, violations of our terms or policies, or other risks to uDroppy or third parties, then uDroppy may in its sole discretion withhold any payments to you for as long as uDroppy determines any related risks to uDroppy or third parties persist. For any amounts that we determine you owe us, we may (a) charge your account or any payment instrument you provide to us; (b) offset any amounts that are payable by you to us (in reimbursement or otherwise) against any payments we may make to you or amounts we may owe you; (c) invoice you for amounts due to us, in which case you will pay the invoiced amounts upon receipt; (d) reverse any credits to you; or (e) collect payment or reimbursement from you by any other lawful means. If we determine that your account has been used to engage in deceptive, fraudulent, or illegal activity, or to violate our policies, then we may in our sole discretion permanently withhold any payments to you. In addition, we may require that you pay other amounts to secure the performance of your obligations under this Agreement or to mitigate the risk of returns, chargebacks, claims, disputes, violations of our terms or policies, or other risks to uDroppy or third parties. These amounts may be refundable or nonrefundable in the manner we determine, and failure to comply with terms of this Agreement, including any applicable policies, may result in their forfeiture.

uDroppy Credit – Virtual Funds:

As part of your User account, uDroppy may provide you with access to a feature in the uDroppy application which may allow you to: add and store pre-paid credit balance (“uDroppy Credit”) which on the platform are known as “Virtual funds”;
You may be entitled to purchase uDroppy Credit which you may use to retrive product discounts (“Product Discounts”) or shipping discounts (“Shipping Discounts”) that you can apply toward payment of certain services provided by uDroppy or fees charged by uDroppy in relation to the Services.
uDroppy Credits are only valid for use on the uDroppy Platform, and are not transferable or redeemable for cash and may only be used for certain Services. If the cost of your product or shipping exceeds the applicable credit, we will charge your payment method on file for the outstanding cost of the product or shipping.
Additional restrictions on uDroppy Credits may apply as communicated to you in a relevant promotion or specific terms. uDroppy may cancel, or vary the terms, relating to any uDroppy Credits at any time in its sole discretion.

 

4. Listing and Selling

Listing Description: By listing an item on the Services you warrant that you and all aspects of the item comply with uDroppy’s terms and published policies. You also warrant that you may legally sell the item in all locations that you list your item for sale. You must accurately describe your item and all terms of sale in your uDroppy shop. Your listings may only include text descriptions, graphics, pictures and other content relevant to the sale of that item. All items must be listed in an appropriate category with appropriate tags. Each listing must accurately and completely describe the item/items for sale in that listing. If the “in stock” quantity is more than one, all items in that listing must be identical.

Shop Policies: You may outline shop policies for your uDroppy shop. These policies may include, for example, shipping, returns, payment and selling policies. You must create reasonable policies in good faith and must abide by such policies. All shop policies must comply with uDroppy’s policies. You are responsible for enforcing your own shop policies. In the event of conflict between your shop policies and the Terms, the Terms shall control as it relates to your use of the Services.

Binding Sale: All sales are binding. You are obligated to ship the applicable order in a prompt manner after a sale is made over the Services or you otherwise complete the transaction with the applicable buyer. The cost arising from not completing orders in time shall be undertaken by you.

Third-Party Service Providers: To the extent you use any third party to assist or facilitate any portion of your use of the Services, including without limitation your listings, sales, fulfillment, system notifications or changes, customer support or other functions, you agree that you shall be responsible for and uDroppy shall not be liable for any acts, conduct, errors, omissions, losses, claims or other issues resulting from your use of such third party’s services.

Fee Avoidance: The price stated in each item listing description must be an accurate representation of the sale. Sellers may charge reasonable shipping and handling fees to cover the costs for packaging and mailing the items. Sellers may not charge excessive shipping fees or otherwise avoid fees. You may not do anything intended to or having the effect of avoiding any fees due to uDroppy, or otherwise intended to violate these Terms, including without limitation, altering the item’s price after a sale, misrepresenting the item’s location, or using another Supplier’s account without permission.

Nonconformity, Defects or Other Issues with Items: You are also responsible for any nonconformity or defect in, or any recall (public or private, voluntary or mandatory) of, as well as any other safety concerns related to, the items you list for sale. You will notify uDroppy as soon as you become aware of any recall related to your items.

If we determine that the performance of your obligations under this Agreement may result in returns, claims, disputes, violations of our terms or policies, or cause any other risks to uDroppy, its users or other third parties, then uDroppy (at its sole discretion) may mitigate such risks, including, without limitation, by issuing customer refunds, issuing penalties, withholding, offsetting or retaining amounts otherwise due to you, suspending your account or taking any other actions uDroppy deems appropriate for so long as uDroppy (in its sole discretion) believes your items might pose continued risks to uDroppy, its customers or other third parties.

If you offer a product for sale through our Services that requires a warning under California Health & Safety Code Section 25249.6 (a “Proposition 65 Warning”) you (a) will provide in your listing such warning in the manner compliant with applicable law, (b) agree that our display of a Proposition 65 Warning on a product detail page is confirmation of our receipt of that warning, and (c) will only revise or remove a Proposition 65 Warning for a product when the prior warning is no longer legally required.

5. Prohibited, Questionable and Infringing Items and Activities

You are solely responsible for your conduct and activities on or relating to the Services and any and all data, text, information, usernames, graphics, images, photographs, profiles, audio, video, products, items, listings, and links that you submit, post or display on the Services (collectively, “Content”).

Your Content, use of (or activity on) the Services, and products sold over the Services shall not:

  1.     Be false, inaccurate or misleading;
  2.   Be obscene or contain unwarranted pornography, nudity, or adult material;
  3.     Contain or transmit any code of a destructive nature that may damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information;
  4.   Contain images that are not part of a product listing;
  5.     Infringe upon any third-party’s copyright, patent, trademark, trade secret or other proprietary or intellectual property rights or rights of publicity or privacy; such prohibited behavior includes (without limitation): 1) selling or displaying items portraying the likeness of a celebrity (including portraits, pictures, names, signatures and autographs); 2) selling or displaying items bearing a third-party brand or trademark that you are not authorized to display in such manner or 3) selling any pirated video or recording;
  6.     List any item on uDroppy (or consummate any transaction), link directly or indirectly to, reference or contain descriptions of goods or services that (i) are prohibited under these Terms, uDroppy’s Terms of Use, the Supplier Policies, or are prohibited in any other policy documents as posted by uDroppy; (ii) are prohibited in any of the countries in which the items are offered for sale; or (iii) could cause uDroppy to violate any applicable law, statute, ordinance or regulation, or that violates this Terms or any document incorporated therein;
  7.   Violate these Terms, the policies referenced herein, the policies of app stores where uDroppy’s apps are available (including Google Play and the Apple App Store) or any applicable law, statute, ordinance or regulation (including, but not limited to, those governing export control, consumer protection, unfair competition, anti-discrimination or false advertising);
  8.     Involve the sale of items that have been identified by the U.S. Consumer Products Safety Commission (CPSC) or any other regulator that has jurisdiction in the countries in which the items are offered as hazardous to consumers and therefore subject to a recall;
  9.       Be defamatory, libelous, unlawfully threatening, unlawfully harassing, impersonate or intimidate any person (including uDroppy staff or other Suppliers), or falsely state or otherwise misrepresent your affiliation with any person, through for example, the use of similar email address, nicknames, or creation of false account(s) or any other method or device;
  10.       Decompile, reverse engineer, disassemble or otherwise attempt to obtain the source code or underlying ideas or information of or relating to the Services;
  11.     “Crawl,” “scrape,” or “spider” any page, data, or portion of or relating to the Services through any means;
  12.       Violate the security of any computer network, or crack any passwords or security encryption codes;
  13.   Modify, adapt or hack the Services or modify another website so as to falsely imply that it is associated with uDroppy;
  14.     Post fraudulent, inaccurate or misleading reviews of Suppliers or items (and instead shall always disclose all information a reasonable shopper would want to know about your review, including whether you were provided any compensation or other benefit to write your review);
  15.     Solicit business for, direct sales to, or promote any website, service, or entity outside of the Services; or
  16.   Violate any export, import or trade control laws, regulations or orders applicable to the export, re-export, transfer, import, sale or use of Products sold under this Agreement (collectively, “Trade Control Laws”). Without limiting the foregoing, you shall not sell, transfer, export or re-export to, or otherwise provide Products under this Agreement, directly or indirectly, (i) to any country (or national or government thereof), state, territory, or region, that is subject to sanctions measures issued or adopted from time to time by U.S. Department of the Treasury’s Office of Foreign Assets Control (“OFAC”) (currently Cuba, Iran, North Korea, Syria, and the Crimea region of Ukraine) or any other applicable sanctions, including the sanctions laws of any other country with jurisdiction over Supplier (collectively, “Sanctions”); (ii) to any person to whom delivery is prohibited under Trade Control Laws or Sanctions, including, without limitation, to any person or entity identified on (A) the Denied Persons List as maintained by the U.S. Department of Commerce Bureau of Industry and Security or (B) the list of Specially Designated Nationals and Blocked Persons as maintained by OFAC, or (iii) for any end-use prohibited under Trade Control Laws or Sanctions, including, without limitation, for any missile, chemical weapons or nuclear end uses).

If uDroppy determines in its sole discretion, suspects, or is informed that you are selling goods or engaging in acts in violation of the foregoing prohibited activities (including, without limitation, selling goods that are counterfeit, illegal, or violate third-party rights) then, without limiting any of uDroppy’s rights under these Terms or at law, uDroppy may in its sole discretion suspend, freeze, terminate or restrict your selling privileges, issue penalties against you, cause payments to you to be withheld or forfeit or take any other actions as uDroppy may deem to be appropriate or as may be required by law.

6. Content

License: You hereby grant uDroppy a royalty-free, non-exclusive, worldwide, perpetual, sublicensable (through multiple tiers), irrevocable right and license to use, reproduce, perform, display, distribute, adapt, modify, excerpt, analyze, re-format, create derivative works of, and otherwise commercially or non-commercially exploit in any manner your Content in any medium or in any format and for any purpose, including, without limitation, for the advertising, marketing, or promotion of uDroppy or the Services. For the sake of clarity, nothing in the Terms will prevent or impair our right to use your Content without your consent to the extent that such use is allowable without a license from you or your Affiliates under applicable law (e.g., fair use under United States copyright law, referential use under trademark law, or valid license from a third party).

Reposting Content: By posting Content on uDroppy, it is possible for an outside website or a third party to repost that Content. You agree to indemnify, defend and hold uDroppy harmless for any dispute relating to this use.

Privacy, Legal Requirements, Protection of uDroppy and Others:

When you use the Services, such as when you fulfill a purchase, you may obtain personal information from or about a uDroppy user (“User Data”). Your use of User Data shall comply with applicable data protection law, including without limitation Europe’s General Data Protection Regulation. Unless you obtain a valid consent from the individuals described by User Data, you shall only use User Data in connection with the corresponding transaction with such user (e.g. shipping and fulfillment) or as necessary to meet your statutory legal requirements, such as tax and reporting requirements. You shall employ reasonable and appropriate measures to safeguard User Data from misuse, loss, destruction or unauthorized access or use. You acknowledge and agree that if uDroppy determines in good faith that additional agreements are necessary for compliance with applicable data protection law, you will promptly review and accept such agreements or cease using the Services or applicable portions thereof, such as sales into the European Union.

Without limiting the foregoing, without express opt-in consent from the user, you shall not add any uDroppy user to your email or physical mail list, and shall not upload, access or use tracking technologies (such as browser cookies, web beacons or flash cookies) as part of any item listing. uDroppy does not assume any responsibilities for disputes between you and your customers for using customer information without authorization.

Furthermore, you acknowledge and agree that your own personal information will be collected and used as described in uDroppy’s Privacy Policy. uDroppy reserves the right to access, read, preserve, and disclose any Content or other information that uDroppy in good faith believes is necessary to comply with law or court order; respond to legal, regulatory, or commercial claims; enforce or apply uDroppy’s policies, guidelines or other agreements; or protect the rights, property, or safety of uDroppy, its employees, users, or others. In connection with your use of the Services, and subject to the above, you understand and agree that uDroppy may disclose certain information about you to suppliers, consumers, regulators or other third-parties, including without limitation your:

  •       Name
  •       Email Address
  •       Payment Method or Financial Account Information
  •       Shipping Address
  •       Phone Number
  •       Social network account credentials
  •       Sales Information
  •       uDroppy identifications or usernames

7. Arbitration and Class Action Waiver

ARBITRATION:

PLEASE READ THE FOLLOWING ARBITRATION AGREEMENT IN THIS SECTION (“ARBITRATION AGREEMENT”) CAREFULLY. IT REQUIRES YOU TO ARBITRATE MOST DISPUTES WITH uDroppy AND MAY SIGNIFICANTLY AFFECT YOUR LEGAL RIGHTS.

YOU AND uDroppy AGREE THAT ANY DISPUTE, CONTROVERSY, OR CLAIM ARISING OUT OF, OR RELATING TO YOUR USE OF uDroppy, TO ANY PRODUCTS OR SERVICES SOLD OR DISTRIBUTED BY OR THROUGH uDroppy, TO THESE TERMS, OR TO THE CONTENT, AND/OR USER SUBMISSION (PUBLIC, PERSONAL AND/OR LIMITED AUDIENCE) ON uDroppy SHALL BE RESOLVED ONLY BY FINAL AND BINDING, BILATERAL ARBITRATION, subject to the exceptions below.

You and uDroppy agree that these Terms affect interstate commerce and the Federal Arbitration Act, 9 U.S.C. § 1, et seq., and federal arbitration law apply to this agreement and govern all questions as to whether a dispute is subject to arbitration.

“Disputes” shall include, but are not limited to, any claims or controversies between you and uDroppy against each other related in any way to or arising out of in any way from the Service, the Content, Submissions (Public, Personal, and/or Limited Audience), including but not limited to sales, returns, refunds, cancellations, defects, policies, privacy, advertising, or any communications between you and uDroppy, even if the claim arises after you or uDroppy has terminated the Services or a user account. Disputes also include, but are not limited to, claims that: (a) you bring against our employees, agents, affiliates, or other representatives; or (b) that uDroppy brings against you. Disputes also include, but are not limited to, (i) claims in any way related to or arising out of any aspect of the relationship between you and uDroppy, whether based in contract, tort, statute, fraud, warranty, misrepresentation, advertising claims, or any other legal theory; (ii) claims that arose before these Terms or out of a prior set of Terms with uDroppy; (iii) claims that are subject to on-going litigation where you are not a party or a class member; and/or (iv) claims that arise after the termination of these Terms.

Initial Dispute Resolution

Most disputes can be resolved without resorting to arbitration. In the event of a dispute, you and uDroppy each agree to first provide the other a written notice (“Notice of Dispute”), which shall contain: (a) a written description of the problem and relevant documents and supporting information; (b) a statement of the specific relief sought; and (c) the contact information of the party giving it. A Notice of Dispute must be sent to: One Sansome Street, San Francisco, CA 94104 or emailed at [email protected] uDroppy will provide a Notice of Dispute to you via the email address associated with your uDroppy User ID, Supplier ID, or other information provided to uDroppy by you.

You and uDroppy agree to use their best efforts to resolve the Dispute through consultation with one another, and good faith negotiations shall be a condition to either party initiating a lawsuit or arbitration. If an agreement cannot be reached within forty-five (45) days of receipt of the Notice of Dispute, you or uDroppy may commence an arbitration proceeding.

Notwithstanding the foregoing, disputes concerning patents, copyrights, moral rights, trademarks, and trade secrets and claims of piracy or unauthorized use of the Services shall not be subject to arbitration, and the notice and good faith negotiation required by this paragraph shall not apply to these types of disputes.

Binding Arbitration Process and Procedure

Except as provided herein, if we cannot resolve a dispute informally: (1) if you reside in the United States, any dispute will be resolved only by binding arbitration to be held in the county in which you reside or any other location agreed upon between you and uDroppy in writing; and (2) if you reside outside the United States, you understand and agree that arbitration shall be initiated in San Francisco, California. uDroppy and you further agree to submit to the personal jurisdiction of any state or federal court in San Francisco, California to compel arbitration, stay proceedings pending arbitration, or to confirm, modify, vacate, or enter judgment on the award entered by the arbitrator. The parties agree to cooperate regarding the enforcement of any arbitration judgment rendered in accordance with this Agreement, including in connection with the enforcement of such judgment in any country outside the United States as applicable.

To begin an arbitration proceeding, you must send a letter requesting arbitration and describing your claim to General Counsel, ContextLogic Inc., One Sansome Street, 40th Fl, San Francisco, CA 94104. The arbitration will be conducted by a single arbitrator. Disputes involving claims and counterclaims with an amount in controversy under $250,000, not inclusive of attorneys’ fees and interest, shall be subject to JAMS’ most current version of the Streamlined Arbitration Rules and procedures available at http://www.jamsadr.com/rules-streamlined-arbitration/ ; all other claims shall be subject to JAMS’s most current version of the Comprehensive Arbitration Rules and Procedures, available at http://www.jamsadr.com/rules-comprehensive-arbitration/ . JAMS’s rules are also available at www.jamsadr.com or by calling JAMS at 800-352-5267. If JAMS is not available to arbitrate, the parties will select an alternative arbitral forum. If there is a conflict between the JAMS Rules (or the rules of the alternative arbitral forum selected by the parties) and the rules set forth in this Agreement, the rules set forth in this Agreement will govern. ARBITRATION MEANS THAT YOU WAIVE YOUR RIGHT TO A JURY TRIAL. You may, in arbitration, seek any and all remedies otherwise available to you pursuant to your state’s law.

To the extent the filing fee for the arbitration exceeds the cost of filing a lawsuit, uDroppy will pay the additional cost. uDroppy shall also bear the cost of any arbitration fees, unless the arbitrator finds your claims, defenses, or other fee-generating activity to be asserted or conducted for an improper purpose or frivolous. You are responsible for all other additional costs that you may incur in the arbitration including, without limitation, attorney’s fees and expert witness costs unless uDroppy is specifically required to pay such fees under applicable law.

If uDroppy’s or your claim is solely for monetary relief of $10,000 or less and does not include a request for any type of equitable remedy, the party bringing the claim may choose whether the arbitration of the claim will be conducted through a telephonic hearing, or by an in-person hearing under the JAMS Rules, solely based on documents submitted to the arbitrator.

You or uDroppy may choose to pursue a claim in small claims court with jurisdiction and venue over you if uDroppy otherwise qualifies for such small claims court and the claim does not include a request for any type of equitable relief. However, if you decide to pursue a claim in small claims court, you agree to still provide uDroppy with advance notice by email to [email protected] and by U.S. Mail to General Counsel, ContextLogic Inc., One Sansome Street, 40th Fl, San Francisco, CA 94104.

These Terms and this Arbitration Agreement do not prevent you from bringing your Dispute to the attention of any federal, state, or local government agency. Such agencies can, if the law allows, seek relief against uDroppy on your behalf.

Authority of Arbitrator

The arbitrator, and not any federal, state or local court or agency shall have exclusive authority to resolve any dispute related to the interpretation, applicability, enforceability or formation of this Arbitration Agreement including, but not limited to any claim that all or any part of this Arbitration Agreement is void or voidable. The arbitrator will decide the rights and liabilities, if any, of you and uDroppy. The arbitration proceeding will not be consolidated with any other matters or joined with any other proceedings or parties. The arbitrator shall have the authority to grant motions dispositive of all or part of any claim or dispute. The arbitrator shall have the authority to award monetary damages and to grant any non-monetary remedy or relief available to an individual under applicable law, the arbitral forum’s rules, and these Terms (including the Arbitration Agreement). The arbitrator shall issue a written award and statement of decision describing the essential findings and conclusions on which any award (or decision not to render an award) is based, including the calculation of any damages awarded. The arbitrator shall follow the applicable law. The arbitrator has the same authority to award relief on an individual basis that a judge in a court of law would have. The award of the arbitrator is final and binding upon you and us.

Waiver of Jury Trial

YOU AND uDroppy HEREBY WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO SUE IN COURT (OTHER THAN SMALL CLAIMS COURT AS PERMITTED HEREIN) AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY. You and uDroppy are instead electing that all covered claims and disputes shall be resolved by arbitration under this Arbitration Agreement, except as specified in above. An arbitrator can award on an individual basis the same damages and relief as a court and must follow these Terms as a court would. However, there is no judge or jury in arbitration, and court review of an arbitration award is subject to very limited review.

30-Day Right to Opt Out

You have the right to opt out of the provisions of this Arbitration Agreement by sending a timely written notice of your decision to opt out to the following address: General Counsel, ContextLogic Inc., One Sansome Street, 40th Fl, San Francisco, CA 94104, or by email to support@udroppy.com within 30 days after first becoming subject to this Arbitration Agreement. Your notice must include your name and address, your uDroppy User ID (if any), uDroppy Supplier ID, the email address you used to set up your uDroppy account (if you have one), and a clear statement that you want to opt out of this Arbitration Agreement. If you opt out of this Arbitration Agreement, all other parts of this Agreement will continue to apply to you. Opting out of this Arbitration Agreement has no effect on any other arbitration agreements that you may currently have with us, or may enter into in the future with us.

Parents, Subsidiaries, Affiliates

This Arbitration Agreement will also apply to any claims asserted by you against any present or future parent, subsidiary, or Affiliate of uDroppy, or any employee, officer, director, or investor of uDroppy, and to any claims asserted by any of them against you, to the extent that any such claims arise out of or relate to these Terms (such as with respect to their validity or enforceability), the Services, any person’s access to and/or use of the Services, and/or the provision of content, products, services, and/or technology on or through the Services.

Changes to This Section

uDroppy will provide thirty (30) days’ notice of any changes to this section by posting on the uDroppy Services, sending you a message, or otherwise notifying you when you are logged into your account. Amendments will become effective thirty (30) days after they are posted on the uDroppy website or sent to you.

Changes to this section will otherwise apply prospectively only to claims arising after the thirtieth (30th) day. If a court or arbitrator decides that this subsection on “Changes to This Section” is not enforceable or valid, then this subsection shall be severed from the sections entitled “Arbitration” and “Class Waiver” and the court or arbitrator shall apply the first Arbitration and Class Action Waiver sections in existence after you began using the Services.

Severability

Subject to the section entitled “Waiver of Class or Consolidated Actions,” if any part or parts of this Arbitration Agreement are found under the law to be invalid or unenforceable, then such specific part or parts shall be of no force and effect and shall be severed and the remainder of the Arbitration Agreement shall continue in full force and effect.

Survival of Arbitration Agreement

This Arbitration Agreement will survive the termination or expiration of these Terms or your relationship with uDroppy.

WAIVER OF CLASS OR CONSOLIDATED ACTIONS:

PLEASE READ THIS SECTION CAREFULLY. IT MAY SIGNIFICANTLY AFFECT YOUR LEGAL RIGHTS.

uDroppy and you agree that any dispute will be brought in an individual capacity, and not on behalf of, or as part of, any purported class, consolidated, or representative proceeding. uDroppy and you further agree to not participate in any consolidated, class, or representative proceeding (existing or future) brought by any third party arising out of or relating to any dispute with a third party.

The arbitrator cannot combine more than one person’s or entity’s claims into a single case, and cannot preside over any consolidated, class or representative proceeding (unless we agree otherwise). And, the arbitrator’s decision or award in one person’s or entity’s case can only impact the person or entity that brought the claim, not other uDroppy users, and cannot be used to decide other disputes with other users.

If any court or arbitrator determines that the class/consolidated/representative action waiver set forth in this section is void or unenforceable for any reason or that arbitration can proceed on a class, consolidated, or representative basis, then the disputes, claims, or controversies will not be subject to arbitration and must be litigated in federal court located in San Francisco, California, or in another forum as agreed upon between you and uDroppy in writing.

If any clause within this Waiver of Class or Consolidated Actions Section is found to be illegal or unenforceable, that specific clause will be severed from this section, and the remainder of its provisions will be given full force and effect.

This Waiver of Class or Consolidated Actions Section will also apply to any claims asserted by you against any present or future parent, subsidiary or Affiliate of uDroppy, or any employee, officer, director, or investor of uDroppy, and to any claims asserted by any of them against you, to the extent that any such claims is a dispute.

This Waiver of Class or Consolidated Actions Section shall survive any termination of your account or the Services.

uDroppy may try to help you resolve disputes with third parties. uDroppy does so in uDroppy’s sole discretion, and uDroppy has no obligation to resolve disputes between you and other users or between you and outside parties.

In the event that you have a dispute with one or more other users or other outside parties, you release uDroppy, its officers, employees, agents, and successors from claims, demands, and damages of every kind or nature, known or unknown, suspected or unsuspected, disclosed or undisclosed, arising out of or in any way related to such disputes and/or our Services.

Release

IF YOU ARE A CALIFORNIA RESIDENT, YOU SHALL AND HEREBY DO WAIVE CALIFORNIA CIVIL CODE SECTION 1542, WHICH SAYS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH, IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.” IF YOU ARE NOT A CALIFORNIA RESIDENT, YOU WAIVE YOUR RIGHTS UNDER ANY STATUTE OR COMMON LAW PRINCIPLE SIMILAR TO SECTION 1542 THAT GOVERNS YOUR RIGHTS IN THE JURISDICTION OF YOUR RESIDENCE.

If uDroppy has posted or provided a translation of the English language version of the Terms, you agree that the translation is provided for convenience only and that the English language version will govern your uses of the Services or the Sites.

8. uDroppy’s Intellectual Property

The materials displayed or performed or available on or through the Services, including, but not limited to, text, graphics, data, articles, photos, images, illustrations, user submissions, and so forth are protected by copyright and/or other intellectual property laws. You promise to abide by all copyright notices, trademark rules, information, and restrictions contained in such content you access through the Services, and you won’t use, copy, reproduce, modify, create derivative works from, translate, publish, broadcast, transmit, distribute, perform, upload, display, license, sell or otherwise exploit for any purpose any content not owned by you, (i) without the prior consent of the owner of that content or (ii) in a way that violates someone else’s (including uDroppy’s) rights.

9. Access and Interference

Much of the information on uDroppy is updated on a real-time basis and is proprietary or is licensed to uDroppy by uDroppy’s Suppliers or third-parties. You agree that you will not use any robot, spider, scraper or other automated means to access uDroppy for any purpose whatsoever, except to the extent expressly permitted by and in compliance with these Terms and uDroppy’s API Terms of Service, without uDroppy’s prior express written permission. Additionally, you agree that you will not:

  •       Take any action that imposes, or may impose, in uDroppy’s sole discretion, an unreasonable or disproportionately large load on uDroppy’s infrastructure; or
  •       Interfere or attempt to interfere with the proper working of the Services or any activities conducted on the Services.

10. Breach

Without limiting any other remedies, uDroppy may, without notice, and without refunding any fees, delay or immediately remove Content, warn uDroppy’s community of your actions, issue a warning to you, restrict your selling privileges, prohibit your access to the Services, temporarily or indefinitely suspend or freeze your account privileges, terminate your account, issue penalties against you, cause payments to you to be withheld or forfeit, take any other actions as may be required by law, and/or take technical and legal steps to keep you off the Services if: you breach these Terms (including, without limitation, any terms or policies incorporated herein); uDroppy is unable to verify or authenticate any of your personal information or Content; or uDroppy believes that you are acting inconsistently with the letter or spirit of uDroppy’s policies, have engaged in improper or fraudulent activity in connection with uDroppy or your actions may cause legal liability or financial loss to uDroppy or other Suppliers using the Services.

11. Warranty Disclaimer

TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW, ALL SERVICES ARE PROVIDED ON AN “AS IS” AND “AS-AVAILABLE” BASIS, WITHOUT ANY WARRANTY OR CONDITION, EXPRESS, IMPLIED OR STATUTORY, OF ANY KIND. TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW, uDroppy (FOR ITSELF AND ITS AFFILIATES AND LICENSORS) EXPRESSLY DISCLAIMS ALL WARRANTIES, REPRESENTATIONS, AND CONDITIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OF TITLE, SupplierABILITY, PERFORMANCE, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, OR THAT USE OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE. IN ADDITION, NO ADVICE OR INFORMATION (ORAL OR WRITTEN) OBTAINED BY YOU FROM uDroppy SHALL CREATE ANY WARRANTY.

YOU ACKNOWLEDGE AND AGREE THAT, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, YOU ASSUME FULL RESPONSIBILITY FOR YOUR USE OF THE SERVICES AND THAT ANY INFORMATION YOU SEND OR RECEIVE DURING YOUR USE OF THE SERVICES MAY NOT BE SECURE AND MAY BE INTERCEPTED OR OTHERWISE ACCESSED BY UNAUTHORIZED PARTIES. YOU AGREE THAT, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, uDroppy IS NOT RESPONSIBLE FOR ANY LOSS OR DAMAGE TO YOUR PROPERTY OR DATA THAT RESULTS FROM ANY MATERIALS YOU ACCESS OR DOWNLOAD FROM THE SERVICES.

IF YOU RELY ON ANY DATA OR INFORMATION OBTAINED THROUGH THE SERVICES, YOU DO SO AT YOUR OWN RISK. YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE OR LOSS THAT RESULTS FROM YOUR USE OF SUCH DATA OR INFORMATION.

CERTAIN JURISDICTIONS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE FOREGOING DISCLAIMERS, EXCLUSIONS AND LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS.

12. Liability Limit

TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (INCLUDING, WITHOUT LIMITATION, TORT, CONTRACT, WARRANTY, STRICT LIABILITY, OR OTHERWISE) SHALL uDroppy (OR ITS AFFILIATES OR LICENSORS) BE LIABLE TO YOU OR TO ANY OTHER PERSON FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING DAMAGES FOR LOST PROFITS, LOSS OF GOODWILL, WORK STOPPAGE, ACCURACY OF RESULTS, OR COMPUTER FAILURE OR MALFUNCTION ARISING OUT OF OR IN ANY WAY RELATED TO THE SERVICES OR YOUR USE OF OR INABILITY TO USE THE SERVICES, EVEN IF uDroppy, ITS AFFILIATES OR ANY OTHER PERSON HAS BEEN ADVISED OF THE POSSIBILITY OF THOSE COSTS OR DAMAGES.

THIS DISCLAIMER APPLIES, WITHOUT LIMITATION, TO ANY DAMAGES OR INJURY ARISING FROM ANY FAILURE OF PERFORMANCE, ERROR, OMISSION, INTERRUPTION, DELETION, DEFECTS, DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUSES, FILE CORRUPTION, COMMUNICATION-LINE FAILURE, NETWORK OR SYSTEM OUTAGE, YOUR LOSS OF PROFITS, ANY THEFT, DESTRUCTION, UNAUTHORIZED ACCESS TO, ALTERATION OF, LOSS OR USE OF, ANY RECORD OR DATA, AND ANY OTHER TANGIBLE OR INTANGIBLE LOSS.

YOU SPECIFICALLY ACKNOWLEDGE AND AGREE THAT uDroppy SHALL NOT BE LIABLE FOR ANY DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY USER OF THE SERVICES.

UNDER NO CIRCUMSTANCES WILL THE TOTAL AGGREGATE AMOUNT THAT uDroppy IS LIABLE TO YOU EXCEED (I) $100 OR (II) THE AMOUNTS PAID BY YOU TO uDroppy IN CONNECTION WITH THE SERVICES IN THE THREE (3) MONTH PERIOD PRECEDING THIS APPLICABLE CLAIM.

THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN uDroppy AND YOU.

CERTAIN JURISDICTIONS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU DESPITE THE “GOVERNING LAW” SECTION OF THESE TERMS, THE ABOVE APPLIES ONLY TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.

13. Indemnity

TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW, YOU RELEASE US AND AGREE TO INDEMNIFY, DEFEND AND HOLD uDroppy, ITS AFFILIATES, OFFICERS, AGENTS, EMPLOYEES, AND PARTNERS HARMLESS FROM AND AGAINST ANY AND ALL CLAIMS, LIABILITIES, DAMAGES (ACTUAL AND CONSEQUENTIAL), LOSSES AND EXPENSES (INCLUDING ATTORNEYS’ FEES) ARISING FROM OR IN ANY WAY RELATED (A) YOUR ACTUAL OR ALLEGED BREACH OF ANY OBLIGATIONS IN THIS AGREEMENT; (B) YOUR PRODUCTS, SERVICES OR CONTENT, INCLUDING, WITHOUT LIMITATION, ANY ACTUAL OR ALLEGED INFRINGEMENT OR VIOLATION OF ANY INTELLECTUAL PROPERTY RIGHTS, VIOLATION OF ANY PRIVACY RIGHT OR THIRD-PARTY AGREEMENT, VIOLATION OF ANY APPLICABLE LAWS, RULES, OR REGULATIONS, PERSONAL INJURY, DEATH OR PROPERTY DAMAGE RELATED THERETO; (C) YOUR USE OF THE SERVICES (INCLUDING ANY ACTIONS TAKEN BY A THIRD PARTY USING YOUR ACCOUNT); AND (D) YOUR TAXES (AS DEFINED BELOW). YOU WILL USE COUNSEL REASONABLY SATISFACTORY TO US TO DEFEND EACH INDEMNIFIED CLAIM. IF AT ANY TIME WE REASONABLY DETERMINE THAT ANY INDEMNIFIED CLAIM MIGHT ADVERSELY AFFECT US, WE MAY TAKE CONTROL OF THE DEFENSE AT OUR EXPENSE. YOU MAY NOT CONSENT TO THE ENTRY OF ANY JUDGMENT OR ENTER INTO ANY SETTLEMENT OF A CLAIM WITHOUT OUR PRIOR WRITTEN CONSENT.

“Your Taxes” means any and all sales, goods and services, use, excise, premium, import, export, value added, consumption, and other taxes, regulatory fees, levies (specifically including environmental levies), or charges and duties assessed, incurred, or required to be collected or paid for any reason in connection with your use of the Services, any advertisement, offer or sale of products, services or Content by you on or through or in connection with the Services. This defined term also means any of the types of taxes, duties, levies, or fees mentioned above that are imposed on or collectible by uDroppy or any of its Affiliates in connection with or as a result of fulfillment services including the storage of inventory or packaging of products, services or Content and other materials owned by you and stored by uDroppy, shipping, or other actions by uDroppy. “Your Taxes,” however, does not include any taxes collected and remitted by uDroppy as disclosed in the Tax Policy.

14. Insurance

If requested by uDroppy, then within thirty (30) days thereafter, you will maintain at your expense throughout the remainder of the Term general commercial, umbrella or excess liability insurance with the limits per occurrence and in aggregate requested by us covering liabilities caused by or occurring in conjunction with the operation of your business, including products, products/completed operations and bodily injury, with policy(ies) naming uDroppy and its Affiliates and assignees as additional insureds. At our request, you will provide to us certificates of insurance for the coverage.

15. Taxes; Legal Compliance

As between the parties, you will be responsible for the collection, reporting, and payment of any and all of Your Taxes, except to the extent that uDroppy chooses or is required to calculate, collect, and remit taxes according to applicable law.

Notwithstanding or limiting in any way the foregoing, you shall comply with all applicable domestic and international laws, statutes, ordinances and regulations regarding your use of any Service and, if applicable, your listing, solicitation of offers to purchase, and sale of items. In addition, you will be responsible for paying, withholding, filing, and reporting all taxes, duties, and other governmental assessments associated with your activity in connection with the Services, provided that the uDroppy may, in its sole discretion, do any of the foregoing on your behalf or for itself as it sees fit.

16. Customs Duty and Indirect Taxes

In an effort to remain compliant with respective consumer legislations, we strongly encourage you to maintain good standing with respect to customs and indirect taxes, where applicable.

Due to separate and applicable tax jurisdictions, purchases may be subject to specific sales, customs duty, goods and services taxes (GST) or value-added taxes (VAT), and the shipping time and associated cost may increase.

In an effort to maintain compliance with U.S. or international tax law, uDroppy may require you to provide a valid indirect tax registration number to sell on our marketplace, and you may be required to remit indirect taxes as the result of conducting business. As a result, we strongly encourage you to consult your own tax experts and register for indirect taxes based on your acts and circumstances.

You agree that you are responsible for all indirect tax collection and payment among all parties of this agreement, unless uDroppy chooses to collect and remit tax as disclosed in its Tax Policy.

17. Severability

If any provision of these Terms is held unenforceable, then such provision will be modified to reflect the parties’ intention. All remaining provisions of these Terms shall remain in full force and effect.

18. Survival

Provisions that, by their nature, should survive termination of these Terms shall survive termination. By way of example, all of the following will survive termination: any obligation you have to pay us or indemnify us, any limitations on our liability, any terms regarding uDroppy’s ownership or intellectual property rights or any terms regarding disputes between us. The failure of either you or us to exercise, in any way, any right herein shall not be deemed a waiver of any further rights hereunder.

19. Export

You will not directly or indirectly export, re-export, transmit, or cause to be exported, re-exported or transmitted, any commodities, software or technology to any country, individual, corporation, organization, or entity to which such export, re-export, or transmission is restricted or prohibited, including any country, individual, corporation, organization, or entity under sanctions or embargoes administered by the United Nations, US Departments of State, Treasury or Commerce, the European Union, or any other applicable government authority.

20. Confidentiality

During the course of your use of the Services, you may receive information relating to us or to the Services that is not known to the general public (“Confidential Information”). You agree that: (a) all Confidential Information will remain uDroppy’s exclusive property; (b) you will use Confidential Information only as is reasonably necessary for your participation in the Services; (c) you will not otherwise disclose Confidential Information to any other person or entity; and (d) you will take all reasonable measures to protect the Confidential Information against any use or disclosure that is not expressly permitted in this Agreement. You may not issue any press release or make any public statement related to the Services, or use our name, trademarks, or logo, in any way (including in promotional material) without our advance written permission, or misrepresent or embellish the relationship between us in any way.

21. Use of uDroppy Transaction Information

You will not, and will cause your Affiliates not to, directly or indirectly: (a) disclose any uDroppy Transaction Information (defined below), except that you may disclose that information solely as necessary for you to perform your obligations under this Agreement if you ensure that every recipient uses the information only for that purpose and complies with the restrictions applicable to you related to that information; (b) use any uDroppy Transaction Information for any marketing or promotional purposes whatsoever, or otherwise in any way inconsistent with our or your privacy policies or applicable Law; (c) contact a person or entity that has ordered your product, service or Content with the intent to collect any amounts in connection therewith or to influence that person or entity to make an alternative transaction; (d) disparage us, our Affiliates, or any of their or our respective products or services or any customer; or (e) target communications of any kind on the basis of the intended recipient being an uDroppy user. In addition, you may only use tools and methods that we designate to communicate with uDroppy users regarding transactions, including for the purpose of scheduling, communicating, or cancelling the fulfillment of products, services or Content. “uDroppy Transaction Information” means, collectively, order information and any other data or information acquired by you or your Affiliates from uDroppy, its Affiliates, or otherwise as a result of this Agreement, the transactions contemplated by this Agreement, or the parties’ performance under this Agreement.

22. Force Majeure

We will not be liable for any delay or failure to perform any of our obligations under this Agreement by reasons, events or other matters beyond our reasonable control.

23. Relationship of Parties

You and uDroppy are independent contractors, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between us. You will have no authority to make or accept any offers or representations on uDroppy’s behalf. This Agreement will not create an exclusive relationship between you and uDroppy. Nothing expressed or mentioned in or implied from this Agreement is intended or will be construed to give to any person other than the parties to this Agreement any legal or equitable right, remedy, or claim under or in respect to this Agreement. This Agreement and all of the representations, warranties, covenants, conditions, and provisions in this Agreement are intended to be and are for the sole and exclusive benefit of uDroppy, you, and customers. As between you and uDroppy, you will be solely responsible for all obligations associated with the use of any third party service or feature that you permit us to use on your behalf, including compliance with any applicable terms of use. You will not make any statement, whether on your site or otherwise, that would contradict anything in this section.

24. Electronic Communications

You agree to receive communications from uDroppy electronically, such as emails, texts, mobile push notices, or notices and message on the Services, and to retain copies of these communications for your records. You agree that all terms and conditions, agreements, notices, disclosures, and other communications and documents that uDroppy provides to you electronically will have the same legal effect that such communications or documents would have if they were set forth in “writing.”

25. Assignment

You agree that uDroppy may assign all of its rights and duties under this Agreement to an Affiliate of uDroppy, and in such event, uDroppy will notify you of such assignment by email or other written notification. You may not assign any of your rights and duties under this Agreement to any other party without the prior express written consent of uDroppy.

26. Choice of Law

These Terms are governed by and will be construed under the laws of the State of California, without regard to the conflicts of laws provisions thereof.

27. Suggestions and Other Information

If you or any of your Affiliates elect to provide or make available suggestions, comments, ideas, improvements, or other feedback or materials to us (collectively, “Submissions”), uDroppy will consider such Submissions to be non-confidential and non-proprietary. uDroppy shall have no obligations concerning the Submissions, and uDroppy will be free to use, disclose, reproduce, modify, license, transfer and otherwise distribute, and exploit any of the foregoing Submissions in any manner, without any restriction or compensation to you. If we make suggestions on using the Services, you are responsible for any actions you take based on our suggestions.

uDroppy is present with official accounts on the main social media networks, namely: Facebook, Instagram, Twitter, LinkedIn and Medium.
These channels are used to communicate with the external world and are managed by the Marketing Team of uDroppy. Our Team will moderate Social Media on a regular basis.

We do our best to answer all the questions we receive through our Facebook page, however due to the ever-increasing demand and the amount of work we are committed to, in order to give you the best possible experience with the platform, you may occasionally experience delays in receiving responses to your inquiries.

Here at uDroppy we recognize social media as a relevant tool to share information about the e-commerce sector with the community, providing the our customers with all the tools to do their best. Therefore, we encourage a correct use of these channels for all of our stakeholders.
All the posts, comments, reactions and other content shared by the users on the official social media channels do not correspond to the opinions and values of uDroppy, being the representation of personal opinions and thoughts of individuals.
On our social media pages all the respectful, inspiring and fruitful conversations are welcome. Everyone can express their opinion as long as it is expressed in a polite and respectful way.

Any comment or content shared on our platform, that violates the following rules will be promptly removed. We won’t accept comments or content that:
– represent insults, foul language, threats or any other attitude aimed at damaging individuals or community in their right and dignity;
– aim at violate the principles of liberty and equality;
– promote or perpetuate any kind of discrimination (including sex, race, language, religion, political opinion, faith, status, nationality, disability or sexual orientation);
– is related to sexual context;
– is oriented to trade instigation;
– aim at conducting illegal activities;
– menace the public safety;
– violate the interests of third parties;
– violate sensitive data and the Privacy Law.

As owner of the channel, uDroppy is free to moderate and modify the content which is:
– off topic;
– aims at influencing political campaigns, elections and other voting events;
– spam;
– repetitive.

In any case, uDroppy reserves the right to remove any content considered inappropriate and offensive. Furthermore, when violating the above mentioned rules, the user must be aware that uDroppy can decide to ban or block him/her to prevent further issues. In case of extremely serious violations, uDroppy can decide to report the users to the proper authority that will take the process to further development.
In case the user concerned does not agree with uDroppy’s decision he/she can contact us via email ([email protected]) stating all the relevant details: name of the account, case history and the reasons he/she thinks make uDroppy’s decision wrong. When provided all the necessary information uDroppy will therefore be able to review the claim making a definite decision.

As far as the treatment of your personal data is concerned, please visit the Privacy Policy, Cookie Policy & GDPR section above. The Policy describes how we collect, store, use and distribute information about our users through the Services.

Social Media is a fundamental tool that allows us to connect with the community and communicate our values, insights and ideas. We thank you for your active participation and for your passion and your valuable input to the community. Your input helps us build the best e-commerce platform on the market and inspires us to give our best in everything we do.

Affiliate Agreement And Terms Of Service

This uDroppy Affiliate Agreement (the “Agreement”) is made and entered into by and between uDroppy Limited and uDroppy Inc. (“uDroppy”), representing and owner of the product uDroppy, and the party submitting an application to become a uDroppy affiliate, or having an accepted application (“Affiliate” or “you”).

The terms and conditions contained in this Agreement apply to your participation as an Affiliate in any affiliate program (“Affiliate Program”) for which Affiliate is approved by uDroppy.

Each Affiliate Program offer (an “Offer”) may be for any Affiliate Program offering by or through uDroppy, including but not limited to offerings described on a specific web site for a particular Offer (“Program Web Site”). Each Offer may have additional terms and conditions on the Program Web Site for that Affiliate Program. All such terms and conditions are incorporated as part of this Agreement, except to the extent they are the subject of a separate agreement required for participation as an Affiliate for that Program.

By submitting an application or participating as an Affiliate of uDroppy, you expressly consent to all the terms and conditions of this Agreement, and to the terms and conditions of any Affiliate Program in which you participate.

Application for the uDroppy affiliate program

You must submit an Affiliate Program application (“Application”) in order to be considered for selection as a uDroppy Affiliate. Only completed applications providing ALL requested information will be considered.

You must accurately complete the Application. You agree and understand that you must provide us with your true identity, physical address, phone number, and other contact information, as well as business and banking information as requested. You may not use any alias, pseudonym, persona, pen name, DBA, or other means to mask your identity or business details.

You understand that you must update your Application in the future if the information you have provided changes or is updated. Any false or incorrect information, or a failure to update the Application, is cause for rejection of your Application, or if later discovered, immediate termination of your Affiliate status without compensation.

After we review your Application, we will notify you in due course of your acceptance or rejection as an Affiliate. We may accept or reject your Application at our sole discretion for any reason.

By submitting an application to be considered as an Affiliate, you affirm and acknowledge that you have read this Agreement in its entirety, understand it, and agree to be bound by all of its terms and conditions. If you do not wish to be bound by this Agreement, you should not submit an application to be considered as an Affiliate.

Acceptance as an affiliate

Upon acceptance, Affiliate will be notified by email. The email may contain one or more Affiliate credentials (including an affiliate username, affiliate ID number, login password, affiliate URL, or the like). The acceptance email and Affiliate credentials may not be shared with any person outside Affiliate’s organization.

Acceptance as a uDroppy Affiliate does not assure your eligibility for every Affiliate Program or Offer by uDroppy. You understand that uDroppy reserves the right at any time to limit some Affiliate Programs or Offers to certain affiliates at its sole discretion (based e.g. on need, prior results or performance, experience, market size, compatibility of the Program with the Affiliate, or other criteria of uDroppy’s choosing).

Compensation

uDroppy will pay Affiliate for each Customer Acquired or Qualified Action (the “Commission”) as defined below.

Earned commissions (“Commissions Due”) shall be paid to Affiliate monthly for commissions earned before the end of the prior month, provided:

  1. Affiliate has earned at least $100 (one hundred US dollars) in Commissions Due for the current period;
  2. Affiliate has made at least two sales since Acceptance;
  3. uDroppy has received any funds due and owing from the relevant Customer(s) for the current period; and,
  4. The refund period on the sales for which Commission apply has passed (currently 30 days).

Affiliate agrees that uDroppy shall only be liable for payment of commissions to the extent that uDroppy has received all funds due and owing from the relevant Customer(s) after the refund period has passed. You hereby release uDroppy from, and agree to hold uDroppy harmless for any claim for Commissions otherwise due Affiliate to the extent uDroppy has not received all such funds from the relevant Customer(s).

For purposes herein “Customer Acquired” means a sale of a product or service in accordance with this Agreement, and the specific terms and conditions of any uDroppy Affiliate Program or Offer.

For purposes herein “Customer” means the recipient of a sale of a product or service in accordance with this Agreement, and the specific terms and conditions of any uDroppy Affiliate Program or Offer.

For purposes herein “Qualified Action” means an action taken by individual, natural person (“human”) who fulfills the criteria set forth in an uDroppy Affiliate Program or Offer where such actions are the result of sales or marketing or advertising activity of the Affiliate in accordance with this Agreement, and the specific terms and conditions of the Program or Offer.

For the sake of clarity and in addition to any specific terms or conditions set forth in a specific Program or Offer, a Qualified Action occurs when the person (i) accesses a Program Web Site or other URL via a Link, where the Link is the ‘last link’ used by that individual to access the Program Web Site or URL; and (ii) completes all of the information required for such action within the time period set forth in the Program or Offer.

A Qualified Action herein does not include any action (i) using the affiliates own link to purchase the product for their personal use; (ii) utilizing a computer generated user, such as a robot, spider, computer script or other automated means; (iii) involving any artificial or fraudulent method to appear like an individual, natural person; (iv) using pre-populated fields; (v) that is not a bona fide expression of interest by an individual natural person or is solely intended to generate a commission (vi) is later determined by uDroppy to be fraudulent, incomplete, unqualified or a duplicate; or (vii) is obtained in violation of law, in violation of this Agreement, or in violation of any terms of conditions of the relevant Program or Offer. uDroppy reserves the right to change attribution of a Commission at the request of a Customer. Such change shall be done within 30 days of the sale.

Chargebacks, offsets, holdbacks and accounting

a) Right to Chargebacks

Affiliate understands and agrees the uDroppy has the right to charge back Affiliate’s account or otherwise adjust for any previously paid Commissions Due based on Customers and/or Qualified Actions that are later determined to have not met the requirements for Customers or Qualified Actions as set forth herein, or which were obtained contrary to the terms and conditions hereof (“Chargebacks”), or whose attribution was changed at a Customer’s request.

b) Right to Offset

If Affiliate has any outstanding balance due to uDroppy under this Agreement or any other agreement between Affiliate and uDroppy, Affiliate expressly agrees that uDroppy shall have the right offset any Commissions Due payable to Affiliate by the amount owed uDroppy by Affiliate (“Offsets”) (whether or not related to Affiliate Program) at any time under this Agreement. uDroppy agrees to provide an accounting of any Offsets made based on this Section, including the source and amounts of such Offsets, in a statement provided to Affiliate hereunder.

c) Right to Hold Back

Affiliate understands and agrees that any earned commissions prospectively due Affiliates having less than $100 (one hundred US dollars) in earned commissions will held back (“Holdbacks”) until such time as the Commissions Due total at least $100. Affiliate also understands and agrees that uDroppy may hold a percentage of Commissions for a period of 90 days after sale to ensure ability to Offset (currently 10%).

d) Accounting and Disputes

uDroppy shall provide a periodic invoice (monthly, unless otherwise specifically stated) on behalf of Affiliate for all commissions earned under this Agreement and shall remit any Commissions Due to Affiliate in accordance with the provisions hereof, subject to any Chargebacks, Offsets, and/or Holdbacks. Determinations of Affiliate’s earned commissions, based on Customers or Qualified Actions shall be made by uDroppy in its sole discretion, based on available data including cookies, tracking data, affiliate links, or the like. If Affiliate agrees with the amounts set forth in an invoice or does not timely dispute the invoice, then Affiliate agrees that it irrevocably waives any claims for the period of time covered by that invoice.

In the event that Affiliate intends in good faith to dispute any portion of an invoice, Affiliate must submit that dispute to uDroppy in writing within thirty (30) days of the date on the invoice (“Dispute”). Each Dispute shall set forth its own accounting, and the basis for Affiliate’s accounting or for other disagreement with regard to the invoice, in sufficient detail for uDroppy to conduct a review. Affiliate shall include with each Dispute submitted any supporting evidence including Affiliate’s own tracking data with respect to Customers or Qualified Actions. If uDroppy’s and Affiliate’s accounting vary by more than 10% and uDroppy reasonably determines that Affiliate has used generally accepted industry methods to track Customers or Qualified Actions, then uDroppy and Affiliate agree to make a good faith effort to arrive at a reconciliation. If the parties are unable to arrive at a reconciliation, then uDroppy’s numbers shall govern.

Confidentiality

Affiliate agrees that all information, data, and strategies in connection with the uDroppy Affiliate Program and any Offers in connection therewith are confidential, unless otherwise expressly provided in this Agreement or agreed in a writing signed by uDroppy. For purposes herein “Confidential Information” includes, but is not limited to all uDroppy business information, financial information, customer lists, vendor lists, pricing and sales information, customer or affiliate reviews, complaints, service or support issues, complaints, or as well as all information concerning uDroppy or any of our affiliates provided by or on behalf of any of them. “Confidential Information” does not include information that is generally known or available to the public in its entirety, or obtained through a third party who has independently discovered or developed such information and is under no duty not to disclose it.

Affiliate agrees to hold all Confidential Information strictly confidential and/or secret, and to use its best efforts not to directly or indirectly disclose or reveal the Confidential Information to any third party. In no case shall Affiliate’s efforts fall below industry accepted standards for confidentiality, or be less than a reasonable businessperson would use to protect Confidential Information of similar value and importance.

Affiliate agrees not to use the Confidential Information, directly or indirectly, for any purpose other than for participation in the Affiliate Program. Affiliate shall not, directly or indirectly, for the benefit of any person, use any information obtained in connection with the uDroppy Affiliate Program, including but not limited to Confidential Information, to create, develop, improve, or provide, any product or service that competes with the Affiliate Program.

Representation and warranties

uDroppy represents and warrants:

  1. that uDroppy shall not knowingly and intentionally violate any law, regulation, or rule applicable to uDroppy’s business operations or uDroppy’s proprietary products or services;
  2. that the products and/or services offered in connection with the Affiliate Program and any Offers are legal products and services in uDroppy jurisdiction; and
  3. that this Agreement is being entered with full intention to be bound by the mutual promises, terms, and conditions set forth herein.
  4. Affiliate represents and warrants:
  5. that Affiliate has read this Agreement and understands its covenants, obligations, duties, responsibilities, and rights hereunder and will comply therewith;
  6. that this Agreement constitutes Affiliate’s valid and binding agreement, and Affiliate fully intends to be bound by its terms; and that the person signing this Agreement has full legal capacity and authority to enter into this Agreement on behalf of Affiliate and to bind any business entity to its terms;
  7. that Affiliate’s Application has been truthfully completed and that all information provided therein is true to the best of Affiliate’s knowledge after a reasonable inquiry into the facts where needed;
  8. that Affiliate understands and will comply with the CAN-SPAM Act in connection with any email marketing;
  9. that Affiliate will comply with all applicable FTC rules and guidelines for its marketing or advertising efforts in connection with the Affiliate Program; that Affiliate will not use the uDroppy name or any of the trademarks or service marks (whether registered or unregistered) of uDroppy in any manner that is not expressly authorized hereunder, or which will disparage or portray the name or marks in a negative or false light, or imply ownership, or endorsement of Affiliate; and
  10. that Affiliate will not engage in any conduct that violates the terms of this Agreement, or that constitutes or attempts to fraudulently or deceptively increase the earning of Affiliate under any Program or Offer.

Affiliate tools: creatives

For each Affiliate Program, UDroppy will provide Affiliate with tools to assist Affiliate with success. Such tools may include graphic and textual links to a Program Web Site, copy, sample ads, model emails, and/or other creative materials (collectively, the “Creatives”) which you may display on web sites owned or controlled by you, in emails and other messages sent by you and clearly identified as coming from you, and in online advertisements (collectively, “Media”). The Creatives are solely for use by UDroppy Affiliates in connection with an Affiliate Program and will establish a link from your Media to the Program Web Site. Affiliate may be required to modify the Creatives to include the Affiliate’s specific information such as affiliate id or tracking information.

Affiliate shall be solely responsible for any errors or omissions in modifying or customizing the Creatives to incorporate Affiliate-specific information. Affiliate also accepts sole responsibility for the development, operation, maintenance of, and distribution of all content on or linked to, Affiliate’s Media.

Use of the Creatives is subject to the Limited License provided herein.

Limited license and intellectual property

Subject to your acceptance as an Affiliate following review of your Application, UDroppy hereby grants you a nonexclusive and nontransferable right to use the Creatives and to access Program Web Site through the Creatives solely in accordance with the terms of this Agreement. Such rights do not include any right to sublicense and are fully revocable without notice at the discretion of UDroppy. The foregoing license is for the sole purpose of participant in the UDroppy Affiliate Program and assisting in increasing Affiliate sales through the connection between the Media and the Program Web Site.

You may not alter, modify, manipulate or create derivative works of the Creatives or any UDroppy graphics, creative, copy or other materials owned by, or licensed to, UDroppy in any way without express written permission. Use of the Creatives under this license is strictly limited to Affiliates in good standing with the Affiliate Program.

Nothing in this Agreement grants you any rights other than those expressly provided in this section to any of UDroppy’s intellectual property including but not limited to trademarks, service marks, copyrights, patents or trade secrets.

Terms and conditions for use of creatives

In using the Creatives, Affiliate shall ensure that all materials posted on your Media or otherwise used in connection with the Affiliate Program:

(i) are not illegal nor used in connection with any illegal material;

(ii) do not contain or link to any material which a reasonably prudent business person would consider harmful, threatening, defamatory, obscene, sexually explicit, harassing, or promoting violence:

(iii) do not contain or link to material that promotes discrimination (whether based religion, race, ethnicity, nationality, disability, age, gender, or sexual orientation);

(iv) do not promote illegal activities (such as gambling, or illegal drugs);

(v) do not contains materials that UDroppy has deemed objectionable, which are prohibited under the terms of any UDroppy Affiliate Program or Offer, or which UDroppy informs you that it considers objectionable (collectively, “Objectionable Content”) and

(vi) do not infringe the intellectual property or related rights of any third party including moral rights, and rights of attribution.

(vii) while deploying paid ads, do not bid on keywords including any of our trademarked brands or domain names.

Terms and conditions for affiliate advertising and marketing; miscellaneous advertising provisions

Affiliate shall not make any representations or other statements concerning UDroppy any UDroppy product or service, except as expressly authorized herein, or under a Program or Offer.

Affiliate acknowledges that UDroppy retains all rights in any Program Web Site or related material, including domain names. Affiliate’s Media may not copy or substantially or confusingly resemble the look and feel of the Program Web Site or create the impression that your Media is endorsed to any extent by UDroppy or constitutes an official part or extension of the Program Web Site, without prior written permission from UDroppy. Affiliate should consider UDroppy and its trademarks and service marks when securing domain names. Affiliates should obtain permission in writing if there is any question as to whether a particular domain name may infringe UDroppy’s rights, or may be construed as an implied endorsement. Do not jeopardize your status as an affiliate!

Affiliate shall prominently post and make available to end-users, an appropriate privacy policy that complies with all applicable local, state, and federal requirements. The privacy policy shall be made available to the end-user prior to the collection of any personally identifiable information, and shall clearly and thoroughly disclose all information collection, use and sharing practices, including providing for the collection of such personally identifiable information in connection with the Affiliate Program and the provision of such personally identifiable information to UDroppy for use as intended by UDroppy.

Affiliates shall also prominently post and make available to end-users any terms and conditions consistent with those in the Offer as set forth by UDroppy, or as required by applicable laws regarding such Offers.

Affiliate shall not place ads related to any UDroppy products or services on any online auction platform (i.e. eBay, Amazon, etc). Creatives may not appear to be associated with or be positioned in/on chat rooms or bulletin boards unless otherwise agreed by UDroppy in writing.

Affiliate at all times has sole responsibility for the development, operation, maintenance of, and distribution of all content on or linked to, your Media.

Affiliate must comply with all (i) obligations, requirements, and restrictions under this Agreement and (ii) applicable laws, regulations, and rules controlling your business, your Media or your use of the Creatives, and (iii) the terms, conditions, guidelines and policies of any third party services used by Affiliate in connection with the Affiliate Program, including but not limited to, email providers, video services, social networking services and advertising networks.

Pop-ups/unders used for the Affiliate Program shall be clearly identified as Affiliate served in the title bar of the window.

If Affiliate uses any client-side ad serving software in connection with the UDroppy Affiliate Program, such software shall only have been installed on an end-user’s computer if, prior to the installation, the function of the software is clearly disclosed to end-users, the installation is pursuant to an affirmatively accepted and plain-English end user license agreement (“EULA”), and the software be easily removed according to generally accepted methods without out any functionality or code remaining.

Term and termination

This Agreement shall commence on the date UDroppy notifies you of its approval of your Affiliate Program application and shall continue thereafter until terminated as provided herein.

Your termination is effective upon notifying UDroppy in writing. You should remove all Creatives from your Media, and delete all copies of the Creatives. Your license to use the Creatives and other rights terminates upon termination of this agreement.

UDroppy may terminate this Agreement in full (“Termination”), or in part (i.e. solely with respect to your participation as an Affiliate in one or more Programs or Offers) (“Termination-in-Part”) at any time and for any reason which we deem appropriate with or without prior notice to you by disabling any Affiliate-specific aspects of the Creatives, Affiliate-specific tracking devices, links, cookies, pixels, or the like, blocking your Affiliate access to a Program Web Site or Creatives for such Program, or by providing you with written notice. For the sake of clarity, UDroppy’s Termination of this Agreement ends your Affiliate status for all Programs and Offers. Termination-in-Part and/or refusal to include you as an affiliate for any specific Programs or Offers does not automatically terminate this Agreement with respect to other Programs or Offers. Termination-in-Part of your status as an Affiliate for one or more Programs or Offers will only impact your rights with respect to the Program(s) and/or Offer(s) you are not eligible to be an Affiliate for.

Upon Termination of your Affiliate status for any reason, you will immediately cease all use of Creatives, and all UDroppy intellectual property, and will delete all copies of any Creatives and any materials which embody Confidential Information without retaining a copy. You must cease representing yourself as a UDroppy Affiliate for such one or more Offers. Upon Termination-in-Part, the foregoing provisions apply only with respect to the Programs or Offers for which your Affiliate status has been terminated.

Affiliate’s rights to validly accrued payments, causes of action and any provisions, which by their terms are intended to survive termination, shall survive Termination or Termination-in-Part.

Remedies for material breaches

In addition to any other rights and remedies available under this Agreement UDroppy reserves the right to disregard any actions obtained through Affiliate’s efforts and to deny, withhold, and/or freeze any unpaid Commissions Due, and/or charge back any and all amounts paid to your account if (i) UDroppy determines that you have violated this Agreement in manner that constitutes a material breach including by unfairly gaining an advantage over other affiliates, or by misleading or confusing or potentially misleading or confusing any customer or potential customer with respect to any Program or Offer; (ii) UDroppy receives any complaints about your participation in the Affiliate Program which UDroppy reasonably believes to violate this Agreement in a way that constitutes a material breach or which unfairly provided an advantage to you, or resulted in payments hereunder that are contrary to the terms and conditions herein, or that are specific to any Program or Offer; or (iii) any payments made to you hereunder are later determined to have been the result of advertising or actions that did not meet the requirements set forth in this Agreement or on the Affiliate Program or Offer.

Such withholding or freezing of Commissions Due, or charge backs for payments made, may be without regard as to whether or not such Commissions were earned directly or indirectly as a result of such breach. In the event of a material breach of this Agreement, UDroppy reserves the right to disclose your identity and contact information to appropriate law enforcement or regulatory authorities it deems useful, or any third party that has been or claims to have been damaged by your actions.

Anti-spam policy

Affiliate must strictly comply with the federal CAN-SPAM Act of 2003 (the “Act”). All emails sent in connection with the Affiliate Program must include a compliant and functioning opt-out link. UDroppy reserves to right to pre-approve all email communications with respect to the Programs or Offers. Affiliate may at any time request pre-approval of a mailing piece. From time to time, UDroppy may request, and you agree to promptly provide a copy of the final version of any email(s) before sending same to a third parties. Upon receipt, UDroppy will in a reasonable time review the email(s) and notify you of its approval or rejection. Upon receiving written approval of your email from UDroppy the email may be transmitted to third parties.

You understand and agree not to rely upon UDroppy’s approval of your email for compliance with the CAN SPAM Act, or assert any claim that you are in compliance with the Act based upon UDroppy’s approval of your email. It is and remain solely your obligation to ensure that each email you send as an Affiliate complies with the requirements of the Act.

Fraud, fraudulent, misleading, or confusing practices

Affiliates are expressly prohibited from using any persons, means, devices or arrangements to commit actual fraud, violate any applicable law, interfere with other affiliates or falsify information in connection with referrals through the Creatives or the generation of earned commissions, or overstep or exceed your rights in any way as an Affiliate. Also prohibited are fraudulent practices, misleading tactics, or tactics intended to or causing confusion. The forgoing prohibitions include, but are not limited to, using automation to distort results or appearances including clicks (e.g., automated means to increase the number of clicks, or completion of any required information) with or without the use of the Creatives, using spyware, malware, using steal-ware, cookie-stuffing, and other deceptive acts, and any form of click-fraud. UDroppy shall make all determinations about fraud, fraudulent activity, and misleading or confusing practices and tactics in its sole discretion and such decision shall be final.

Indemnification

Affiliate hereby agrees to indemnify, defend and hold harmless UDroppy and its subsidiaries, affiliates, partners and licensors, directors, officers, employees, owners and agents against any and all claims, actions, demands, liabilities, losses, damages, judgments, settlements, costs, and expenses (including reasonable attorneys’ fees and costs) arising from, based on, or in connection with (i) breach of this Agreement by Affiliate, including breach of any representation, warranty, covenant, restriction or obligation made by Affiliate herein; (ii) any misuse by Affiliate, or by a party under the reasonable control of Affiliate or obtaining access through Affiliate, of the Creatives, Programs, Offers, or UDroppy’s intellectual property; (iii) any claim related to Affiliate’s Media, including but not limited to, the content contained on such Media (except for the Creatives); and (iv) any misuse or breach of the covenants of Section 5 herein, resulting directly or indirectly through an act or omission by Affiliate with respect to the Confidential Information.

UDroppy hereby agrees to indemnify, defend and hold harmless Affiliate and its subsidiaries, affiliates, partners, and their respective directors, officers, employees, owners and agents against any and all claims, actions, demands, liabilities, losses, damages, judgments, settlements, costs, and expenses (including reasonable attorneys’ fees and costs) based solely on a claim that UDroppy is not authorized to provide you with the Creatives, or that your use of the Creatives violates a third party’s rights.

Modifications

Any modification to this Agreement is required to be in a writing signed by the parties except as expressly provided herein.

UDroppy shall have the right to modify the terms and conditions of this Agreement at any time by providing Affiliate with notification of the proposed changes by email at Affiliate’s email address, provided such changes do not alter UDroppy’s obligation to Affiliate with respect to any past financial obligation including but not limited to calculation of or payment of Commissions Due. Any such changes will become effective ten (10) business days after such notice.

If the proposed modifications are unacceptable to you, you may terminate this Agreement without penalty within the ten (10) business day period after a change notice has been sent. Continued participation in the Affiliate Program thereafter will constitute your acceptance of such change.

UDroppy may change, suspend or discontinue any aspect of an Offer or Link or remove, alter, or modify any tags, text, graphic or banner ad in connection with a Link. Affiliate agrees to promptly implement any request from UDroppy to remove, alter or modify any Link, graphic or banner ad that is being used by Affiliate as part of the Affiliate Program.

Disclaimers

THE AFFILIATE PROGRAM AND CREATIVES, AND THE PRODUCTS AND SERVICES PROVIDED IN CONNECTION THEREWITH, ARE PROVIDED TO AFFILIATE “AS IS”.

EXCEPT AS EXPRESSLY SET FORTH HEREIN, UDROPPY EXPRESSLY DISCLAIMS, TO THE MAXIMUM EXTENT ALLOWED BY LAW, ALL WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING, USAGE, OR TRADE.

UDROPPY DOES NOT WARRANT THAT THE AFFILIATE PROGRAM OR CREATIVES WILL MEET AFFILIATE’S SPECIFIC REQUIREMENTS OR THAT THE OPERATION OF THE AFFILIATE PROGRAM OR CREATIVES WILL BE COMPLETELY ERROR-FREE OR UNINTERRUPTED.

UDROPPY EXPRESSLY DISCLAIMS ANY LIABILITY FOR ANY ACT OR OMISSION OF ANY THIRD PARTY PROVIDER NOT UNDER THE CONTROL OF UDROPPY, AND THEIR PRODUCTS OR SERVICES.

AFFILIATE UNDERSTANDS AND AGREES THAT UDROPPY DOES NOT GUARANTEE THAT AFFILIATE WILL EARN ANY SPECIFIC AMOUNT OF COMMISSIONS AND ATTESTS THAT NO REPRESENTATIONS OR CLAIMS WITH RESPECT TO EARNING HAVE BEEN MADE.

Limitation of liability; force majeure

IN NO EVENT WILL UDROPPY BE LIABLE UNDER ANY THEORY OF LAW FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, LOSS OF PROFITS OR LOSS OF BUSINESS OPPORTUNITY, EVEN IF SUCH DAMAGES ARE FORESEEABLE, AND WHETHER OR NOT UDROPPY HAS BEEN ADVISED OF THE POSSIBILITY THEREOF.

IN NO EVENT SHALL UDROPPY BE LIABLE FOR ANY FORCE MAJEUR INCLUDING BUT NOT LIMITED TO ANY UNEXPECTED DELAYS OR UNAVAILABILITY OR INOPERABILITY OF THE CREATIVES INCLUDING AFFILIATE SPECIFIC LINKS OR OTHER TRACKING MEANS, PROGRAM WEB SITES, TECHNICAL MALFUNCTION, COMPUTER ERROR, CORRUPTION OR LOSS OF INFORMATION, OR OTHER INJURY, OR DAMAGE OF ANY KIND WHETHER DUE TO WEATHER, POWER OUTAGES, LABOR DISPUTES, INTERNET SERVICE DISRUPTIONS OF ANY TYPE, EQUIPMENT FAILURE, BUSINESS FAILURE OR BANKRUPTCY OR THE LIKE OF A SERVICE PROVIDER OR VENDOR, CIVIL UNREST, TERRORISM OR ACTS OF WAR, ACTS OF GOD, OR OTHER DISRUPTIONS OF ANY KIND BEYOND THE REASONABLE CONTROL OF UDROPPY OR WHICH RENDERS UDROPPYS PROVISION OF SERVICES OR COMPLETION OF ANY OTHER OBLIGATION HEREUNDER COMMERCIALLY IMPRACTICAL.

IT IS EXPRESSLY UNDERSTOOD AND AGREED THAT UDROPPY’S CUMULATIVE LIABILITY TO AFFILIATE, FROM ALL CAUSES OF ACTION UNDER ANY THEORIES OF LIABILITY, IS LIMITED TO AND WILL NOT EXCEED THE AMOUNTS PAID TO AFFILIATE BY UDROPPY IN COMMISSIONS DURING THE SIX (6) MONTHS IMMEDIATELY PRIOR TO SUCH CLAIM.

Independent investigation

You acknowledge that you have read this Agreement and agree to all its terms and conditions. You have independently evaluated the desirability of participating as an Affiliate with UDroppy and for each Program or Offer. You affirmatively state that you have not and are not relying on any representation, guarantee or statement other than as set forth in this Agreement or on the Affiliate Program.

Governing law & miscellaneous

This Agreement contains the entire agreement between UDroppy and Affiliate with respect to the subject matter hereof, and supersedes all prior and/or contemporaneous agreements or understandings, written or oral.

Affiliate shall be responsible for the payment of all attorneys’ fees and expenses incurred by UDroppy to enforce the terms of this Agreement.

Affiliate may not assign all or any part of this Agreement without UDroppy’s prior written consent. UDroppy may assign it rights and/or obligation under this Agreement at any time without notice to Affiliate. This Agreement will be binding on and will inure to the benefit of the legal representatives, successors and valid assigns of the parties hereto.

The provisions of Sections 1, 5, 8, 11, 15, 17, and 18, and any accrued payment obligations under Section 3, and subject to the provisions of Sections 4 shall survive the termination of this Agreement.

Except as set forth in the “Modifications” section above, this Agreement may not be modified without the prior written consent of both parties.

If any provision of this Agreement is held to be void, invalid, or inoperative, the remaining provisions of this Agreement shall continue in effect and the invalid portion of any provision shall be deemed modified to the least degree necessary to remedy such invalidity while retaining the original intent of the parties.

Each party to this Agreement is an independent contractor in relation to the other party with respect to all matters arising under this Agreement. Nothing herein shall be deemed to establish a partnership, joint venture, association or employment relationship between the parties.

No waiver of any default or breach shall be deemed a continuing waiver or a waiver of any other breach or default. No course of dealing nor any delay in exercising any rights hereunder shall operate as a waiver of any such rights.

This Agreement shall be governed by the laws of California without consideration of any conflict of laws provisions. Affiliate hereby consents to personal jurisdiction in court of the State of California, in the County of San Francisco, which shall be the sole jurisdiction for resolving any disputes hereunder notwithstanding any claims regarding lack of personal jurisdiction or inconvenience of the forum, which are hereby waived.

Except to the extent prohibited by law, you agree that all disputes between You and UDroppy regarding this EULA shall be resolved solely by confidential binding arbitration conducted in accordance with the American Arbitration Association’s (or comparable independent arbitration organization) commercial arbitration rules. All arbitration shall be held in San Francisco, California, USA, unless otherwise agreed in a signed writing. Each party shall bear one half of the arbitration fees and costs incurred, and each party is responsible for its own lawyer fees, unless the arbitrator(s) agree that the case was without reasonable basis in law or fact, in which case costs and attorney’s fees may be awarded to the prevailing party. All your claims must be arbitrated on an individual complainant basis, and cannot be consolidated in any arbitration with any claim or complaint of any other party or parties (including other affiliates), except as agreed upon in a writing signed by UDroppy.

Notwithstanding the foregoing paragraph, disputes over the indemnification clause of Section 15, and any violations of paragraph 5 hereof may be adjudicated in a court in San Francisco, California.