DROPIT™ - USER TERMS AND CONDITIONS
Last updated December 2018
- Welcome, and thank you for your interest in, DROPIT™, our Website and associated Service. These User Terms and Conditions (“Terms and Conditions”) are the terms on which we offer you access to the Service. By registering for an account, or otherwise accessing and using this Service you accept these Terms and Conditions. Please read these terms carefully. If you are not over the age of eighteen or are otherwise ineligible to use the Service, do not accept these Terms and Conditions and you must refrain from using the Service. You understand and acknowledge that you or DROPIT may terminate your account at any time, and your permission to use the Service lasts from the time you accept these Terms and Conditions until you or DROPIT terminate your account (the “Term”). PLEASE NOTE THAT NOTWITHSTANDING USE OF THE TERM “AUCTION” TO DESCRIBE TRANSACTIONS ON THE SERVICE, DROPIT IS NOT AN AUCTIONEER OR AN AUCTION HOUSE, BUT IS MERELY A TECHNOLOGY PROVIDER PROVIDING AN INNOVATIVE PLATFORM TO CONNECT BUYERS AND SELLERS.
- ARBITRATION NOTICE. Except for certain kinds of disputes described in Section 53, you agree that disputes arising under these Terms and Conditions will be resolved by binding, individual arbitration, and BY ACCEPTING THESE TERMS, YOU AND DROPIT ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN ANY CLASS ACTION OR REPRESENTATIVE PROCEEDING. YOU AGREE TO GIVE UP YOUR RIGHT TO GO TO COURT to assert or defend your rights under this contract (except for matters that may be taken to a small claims court). Your rights will be determined by a NEUTRAL ARBITRATOR and NOT a judge or jury.
4. In these Terms and Conditions, the following expressions have the meanings set out:
Associated Person means a director, employee, officer, contractor, or a family member. “Family member” means spouse, domestic partner, parent, natural or adopted child, and sibling (whether natural or adopted by a parent), whether or not you live in the same household;
Auction Item means the item, promotion, offer or other thing which is the subject of an Auction;
Auction means either a Standard Auction or a Bonus Bucks Auction that we facilitate;
Bonus Bucks Auction means an Auction for which the price of the Auction Item is payable by way of Bonus Bucks;
Bonus Bucks means the internal currency of loyalty points that we may credit your account with from time to time;
DROPIT™, we, us, and similar terms refer to DROPIT INC.;
Item means the goods or services which comprise either the Auction Item or the Prize;
Price may be in the form of dollar currency ( USD) or Bonus Bucks, depending on whether the Auction is run as a Standard Auction or Bonus Bucks Auction;
Prize(s) means the goods, services or offers awarded to Users from time to time;
Service means the Website and the online auction platform provided for in connection with the Website and the mobile app.
Standard Auction means an Auction for which the price of the Auction Item is payable by way of US Dollars.
Supplier means any person or entity, including DROPIT™, offering to sell goods or services through the Service with respect to a particular Auction;
Supplier Terms means the applicable Supplier’s separate terms and conditions.
User means any person who has an account with DROPIT™;
User Content means content uploaded by Users to the Service including messages, reviews, photos, video, images, data, text, and other types of works;
We, us, our is a reference to DROPIT™ Limited, its employees, agents and representatives;
Website means the website www.dropitapp.com (including all mobile versions or applications such as those in iOS and Android formats); and
Winning Bid means the highest prevailing bid for the Auction Item that is announced as such through our Service. There may be multiple Winning Bids if several of the same Auction Item are being auctioned simultaneously.
You is a reference to you.
5. Interpretation: In this agreement, unless the context indicates otherwise:
a. Defined Expressions: expressions defined in the main body of this agreement have the defined meaning throughout this agreement;
Headings: clause and other headings are for ease of reference only and will not affect this agreement interpretation;
Parties: references to any party include that party's executors, administrators, successors and permitted assigns;
d. Persons: references to a person include an individual, company, corporation, partnership, firm, joint venture, association, trust, unincorporated body of persons, authority or entity, in each case whether or not having a separate legal identity;
e. Plural and Singular: references to the singular include the plural and vice versa;
f. Clauses: references to clauses are to clauses in these Terms and Conditions;
g. Statutory Provisions: references to any statutory provision are to statutory provisions in force in the United States and include any statutory provision which amends or replaces it, and any by-law, regulation, order, statutory instrument, determination or subordinate legislation made under it;
h. Negative Obligations: any obligation not to do anything includes an obligation not to suffer, permit, enable, facilitate, or cause that thing to be done; and
i. Inclusive Expressions: the term includes or including (or any similar expression) is deemed to be followed by the words without limitation.
Our Liability and Your Risk
6. The Service is an online auction platform provided by DROPIT INC. Either DROPIT INC. or a third party may be the Supplier and will provide the Items for the Auctions facilitated on the Service.
7. If you place a Winning Bid on an Auction Item, a contract of sale will be formed between you and the Supplier directly. Transactions and all other contact between you and a third party Supplier is conducted entirely at your own risk. We are not responsible for any communication between you and any third party Supplier.
8. We do not act as an agent for you or any third party (including any third party Supplier) and do not participate in any sale or transaction between you and a third party Supplier. It is the responsibility of you and the Supplier to complete any transaction agreed to on the Service. If you are instructed to provide payment to us or via the Service on behalf of a third party Supplier, you hereby appoint DROPIT™ as your limited payment collection agent solely for the purpose of accepting such payment. All applicable refunds, if any, are processed directly with the Supplier.
9. We accept no responsibility or liability for any misconduct of any Users and third party Suppliers including, without limitation, third party Suppliers that have registered with us under false pretences or who attempt to defraud you. The Items are provided “AS IS” and on an “AS AVAILABLE” basis. TO THE MAXIMUM EXTENT PERMITTED BY LAW AND WITHOUT LIMITED CLAUSE 10, WE DISCLAIM AND EXCLUDE ALL IMPLIED CONDITIONS OR WARRANTIES, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
10. Although we require Suppliers to give certain warranties in respect of the Items and advertising, we give no undertakings, representations, or warranties in relation to Items offered and information provided on the Service, including:
a. the ownership of any Item;
b. the content, safety, description, worthiness, quality, authenticity, or legality of the Item;
c. the accuracy or truth of advertising material and other listed information; or
d. the ability of Suppliers to complete a transaction, including credit card transactions.
Accordingly, all obligations owed to you under applicable consumer protection laws in respect of Items you purchase through the Service shall be obligations owed to you directly by the applicable Supplier. DROPIT™ will not accept any returns nor will it process any credit card refunds or payment reversals.
11. The responsibility for the content of advertisements and offers appearing on the Service (including hyperlinks to third party Supplier’s own websites) rests solely with the applicable third party Supplier. The placement of such advertisements on the Service does not constitute our recommendation or endorsement of the advertised product or service. Each third party Supplier is solely responsible for any representation made in connection with its advertisement. The Service may also contain links to third party websites. Linked websites are not under our control and we are not responsible for such content.
12. You agree that, to the maximum extent permitted by law, any and all of our liability to you under or in connection with these Terms and Conditions, or in connection with this Service, is limited to the lesser of: (a) the amount of fees you paid for the Item that gave rise to the liability or (b) $100. Our liability is excluded in respect of any and all indirect, consequential or punitive damages, including, without limitation, loss of profits, loss of data, loss of business or anticipated savings, general and special damages, and incidental loss, and such liability is excluded regardless of whether such liability arises in contract, tort (including negligence), equity, breach of statutory duty or otherwise, regardless of whether we were aware of the possibility of such damages, and regardless of any failure of essential purpose of any limited remedy herein.
13. You agree to release, indemnify and keep us indemnified from and against all actions, claims, costs (including legal costs and expenses), losses, proceedings, damages, liabilities, or demands suffered or incurred by us to any person arising out of or in connection with your failure to comply with these Terms and Conditions or any applicable law or regulation, your alleged failure to complete a transaction, and any other dispute between you and any third party, including any claim by a third party of your violation of any intellectual property right.
Becoming a User
14. Becoming a User is free. To create a User account, you must accurately provide all the details we request in our User application form. You must not register multiple accounts, or register under multiple identities or personas (whether false or not). If we find that a User has created more than one account or under more than one identity or persona, DROPIT™ reserves the right to close the User accounts and may refuse to fulfill any outstanding auction Winning Bids without contacting you.
15. To register as a User you must be at least a legal resident of the US (unless specifically authorised by us in writing) and can form a legally binding contract that is enforceable against you. You must be at least 18 years old. By registering as a User, you warrant that you can form a legally binding contract.
16. You warrant that you have provided complete, accurate and current personal information when registering as a User. You must maintain and update your personal information held by us to ensure that it is kept current at all times. We may contact you to verify these details.
17. We reserve the right to decline registration, suspend or terminate your account without contacting you. Without limiting the foregoing, we may terminate your membership if you breach these Terms and Conditions, you breach your obligations to a Supplier, or if we deem your behaviour to be inappropriate. In the event of termination, you also agree that you will not open or attempt to open any new DROPIT™ accounts. In the event of termination, any balance of Bonus Bucks in your account will be forfeited and cancelled. You may terminate your account and these Terms and Conditions at any time by selecting the Deactivate button in your account settings or by contacting us via the following webpage: https://www.dropitapp.com/contact.
18. You are solely responsible for all activities undertaken under your account and for ensuring that all use of your account fully complies with these Terms and Conditions. You must notify us immediately if you know or suspect that any third party has obtained unauthorised access to your account. Once an auction is won, DROPIT™ reserves the right to refuse any of payment reversal or to provide any refund.
19. You are responsible for keeping your account information, including your email address and password, secret and secure. Without limiting the foregoing, you agree:
a. not to permit any other person to use your username or account; and
b. not to disclose, or provide to any other person, your password, email address or any other information in connection with your account that may allow them to gain access to your account.
c. You agree to receive email and push notifications from us relating to upcoming Auctions (including those in your watchlist), Auctions you have won, and all administration and marketing purposes. We will provide you with clear instructions on how you can unsubscribe from our daily emails.
Use of Service
21. We hereby grant you permission to access and use the Service during the Term solely for your personal, non-commercial use. You agree to use the Service in good faith and not to:
a. use a robot, spider, scraper or other unauthorised automated means to access the Service or information featured on it for any purpose;
b. Disrupt or interfere with the operation of the Service or the running of any Auction or offer; and
c. Engage in any other conduct that is damaging, inappropriate, fraudulent, misleading or harmful to Suppliers or other Users, the Service, or to the reputation of the Service and/or us (including without limitation any shill bidding, click-fraud, or other actions designed to manipulate or otherwise influence the outcome of any Auction).
22. Although we will endeavour to keep the Service available during each Auction, the Service may be temporarily unavailable from time to time due to planned maintenance/upgrades, unplanned outages and matters beyond our control. We accept no liability in relation to the non-availability of the Service or any defect or error in the Service or its software.
23. As information transmitted over the internet is inherently insecure there is no guarantee of security and we cannot ensure the security of any information transmitted to or from the Service. We make no representations or warranties in relation to the security of websites that may be linked from our Service.
24. All Auctions, Prizes and other offers must be purchased and/or accepted on the Supplier Terms provided to you in connection with the applicable Auction. In the event DROPIT™ is the Supplier for a particular Auction, DROPIT’s Terms of Sale are incorporated by reference herein with respect to such Auction.
25. You consent to your contact details being automatically exchanged with the Supplier once you have won an Auction or accepted a Prize. It is your responsibility to promptly contact the Supplier to arrange completion of a sale or the acceptance of a Prize. You also consent to DROPIT’s and its affiliates’, partners’, customers’, and Suppliers’ use of your name, likeness, voice, persona, bio, and other information you may provide to DROPIT™ in connection with promoting DROPIT™ and your transactions consummated across the Service.
26. You must make full and prompt payment for any Item you agree to purchase. Such full payment includes sales taxes, if applicable, and delivery costs.
27. Third party Suppliers may register complaints with us about you, or, in the event DROPIT™ is the Supplier, we may keep record of any instance, if: (a) you fail to pay for any Item you have agreed to purchase; (b) you breach these Terms and Conditions; or (c) you breach the Supplier Terms. We may suspend or terminate your account immediately upon receiving such a complaint.
28. We reserve the right to cancel any Auction, Prize or other offer at any time and may remove or amend all content on the Service at our sole discretion. In the case of a cancellation where there has been no breach or misconduct on your part, we will credit back to you any Bonus Bucks expended on Items which you have not received.
29. Each Auction will begin at a starting price and will reduce over the course of the duration of the Auction with a maximum duration of 60 seconds. At any moment you may bid for the Auction Item. Unless otherwise stated, the first to swipe up during the auction will hold the Winning Bid.
30. You may place a bid solely by swiping up to “buy” the applicable Auction Item on the Service. If you place a bid for the Auction Item, you agree to purchase the Auction Item at the price listed at the time your bid is registered on the Service. If your bid is selected as the Winning Bid, or one of the multiple Winning Bids, a contract of sale will instantaneously form between you and the Supplier.
31. By placing a bid, you warrant that you have the legal right, authority, and capacity to enter into and complete the transaction, and that you will consummate the transaction (including making all applicable payments).
32. For each Auction you win, you must complete the transaction in the manner specified and in accordance with the Supplier Terms. If you place the Winning Bid, the delivery of the Auction Item to you is subject to your compliance with the obligations in these Terms and Conditions and the applicable Supplier Terms, including the Supplier’s receipt of your full payment of the Auction Item.
33. Users will be limited to winning a maximum of 5 auctions per week, Sunday-Saturday.
34. Users who win an Auction will have their profile publicly displayed on the Service and through other applicable channels. You agree to your User profile, name, likeness, voice, persona, bio, and the amount of your successful bid being publicly shown on the Service, and through the publishing, distribution, and marketing channels of our affiliates, partners, and Suppliers associated with the applicable Auction (which may include, without limitation, being displayed live at a public event, such as on a “Jumbotron” or similar large format display).
35. We may provide you with material to publish on third party websites (such as Facebook and Twitter), or publish this material on your behalf. However, you must not publish any content that is connected to us or the Service which is defamatory, offensive, untruthful, inappropriate or otherwise harmful to our reputation. Such third party services are not under our control, and, to the fullest extent permitted by law, we are not responsible for any third party service’s use of your exported information.
36. You may not bid on any Auction Item if you are an Associated Person of the Supplier.
37. We may credit your account with Bonus Bucks from time to time. Bonus Bucks cannot be traded, exchanged or otherwise transferred between Users. Bonus Bucks cannot be redeemed for money and may only be redeemed for Auction Items or Prizes where specified (each, a “Bonus Bucks Auction”), and shall have no redemption value beyond the Term, including in the event that we discontinue the Service or your account on the Service. Bonus Bucks are virtual currency only, and have no real-world value.
38. In respect of a Bonus Bucks Auction, Prize, or other offer for which the price payable is in the currency of Bonus Bucks, payment will be effected by way of us deducting the relevant number of Bonus Bucks from your account. In a Bonus Bucks Auction, you may bid, at a maximum, the number of Bonus Bucks you have available in your account, and cannot supplement a bid in a Bonus Bucks Auction with actual currency.
39. Bonus Bucks will also be reset at regular intervals after each Bonus Bucks auction. No value will be received for unused Bonus Bucks
40. We own all proprietary rights and intellectual property rights in DROPIT™ and our other marks, the Service, our products and services, including text, graphics, logos, icons and sound recordings and copyright. We own or are licensed to use any trademarks associated with the Service and such trademarks are protected by applicable law. We reserve all rights to the Service not expressly granted in these Terms and Conditions. You must not alter or remove any copyright notice, trademark or other proprietary notice that appears on this Service or on our content. Subject to your complete and ongoing compliance with these Terms and Conditions, we grant you, solely for your personal, non-commercial use, a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to: (a) install and use one object code copy of our mobile application obtained from a legitimate marketplace on a mobile device that you own or control; and (b) solely to access and use your account on the Service during the Term.
41. You may not without our prior written permission, in any form or by any means:
a. Adapt, reproduce, copy, store, distribute, modify, print, publicly display, publicly perform, publish, interfere with, circumvent, or create derivative works from any part or feature of this Service; or
b. Commercialize, copy, or sell any information, or content obtained from any part of this Service.
42. Unless otherwise indicated, all other trademarks appearing on the Service are the property of their respective owners and may not be used by you without obtaining the owner's express permission.
43. If you choose to provide input regarding problems with or proposed modifications or improvements to the Service, then you hereby grant us an unrestricted, perpetual, irrevocable, non-exclusive, transferable, sublicensable, fully-paid, royalty-free right to exploit such input for any purpose, including to improve the Service and create other products and services.
44. Certain features of the Service may permit Users to upload User Content. You retain all your rights in your User Content. By providing User Content, you grant us a worldwide, non-exclusive, irrevocable, transferable, sublicensable, royalty-free, fully paid right and license to host, store, transfer, display, perform, reproduce, modify for formatting purposes, and distribute User Content, in whole or in part, in any media format.
45. You represent and warrant that any User Content you provide to us does not and will not: infringe, violate, or misappropriate any third party right, including any intellectual property or proprietary right or cause us to violate any law or regulation.
46. We reserve the right to screen, remove, edit, or block any User Content that, in our sole judgment, violates these Terms and Conditions or is otherwise objectionable.
47. We comply with the provisions of the Digital Millennium Copyright Act applicable to Internet service providers (17 U.S.C. §512, as amended). If you have an intellectual property rights-related complaint about material posted on the Service, you may contact our designated agent at the following address:
ATTN: Legal Department (Copyright Notification)
175 SW 7th St. #1107
Miami, Florida 33130
48. Any notice alleging that materials hosted by or distributed through the Service infringe intellectual property rights must include the following information:
a. An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other right being infringed;
b. A description of the copyrighted work or other intellectual property that you claim has been infringed;
c. A description of the material that you claim is infringing and where it is located on the Service;
d. Your address, telephone number, and email address;
e. A statement by you that you have a good faith belief that the use of the materials on the Service of which you are complaining is not authorized by the copyright owner, its agent, or the law; and
f. A statement by you that the above information in your notice is accurate and that, under penalty of perjury, you are the copyright or intellectual property owner or are authorized to act on the intellectual property owner’s behalf
49. It is DROPIT’s policy to promptly terminate the accounts of users that are determined by DROPIT™ to be repeat infringers. In addition to any other rights and remedies available to us, if we receive multiple takedown notices relating to your User Content, you understand and acknowledge that DROPIT™ may suspend or terminate your account.
51. We use an application programming interface (“API”) to enable software to interface with the Service. An API may transfer information you provide on the Service to other places such as websites or applications. For example, an API might take the information regarding an Auction you have won and post this information on another website. If you grant an application permission to access your account, that application will be able to access information that you can see when logged in to your account. From time to time we may grant third parties access to our API subject to our API Terms and Conditions.
52. Resolution of Disputes: As we are not a party to any sale or transaction between you and any third party Supplier, you agree not to involve, or attempt to involve, us in any dispute or in the resolution of disputes that arise between you and such Suppliers as a result of the Service and the services we provide. You hereby waive and shall not assert any claims, allegations, complaints, or causes of action that arise from any disputes between you and the third party Suppliers. However, we reserve the right to intervene in any dispute between you and a third party Supplier if we (in our sole discretion) deem it necessary.
53. Arbitration: In the interest of resolving disputes between you and DROPIT™ in the most expedient and cost effective manner, you and DROPIT™ agree that every dispute arising in connection with these Terms and Conditions will be resolved by binding arbitration. YOU UNDERSTAND AND AGREE THAT, BY ENTERING INTO THESE TERMS, YOU AND DROPIT™ ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.
54. Exceptions to Arbitration: Despite the foregoing agreement for binding arbitration, nothing in these Terms and Conditions will be deemed to waive, preclude, or otherwise limit the right of either party to: (a) bring an individual action in small claims court; (b) pursue an enforcement action through the applicable federal, state, or local agency if that action is available; (c) seek injunctive relief in a court of law in aid of arbitration; or (d) to file suit in a court of law to address an intellectual property infringement claim.
55. No Class Actions: YOU AND DROPIT™ AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, unless both you and DROPIT™ agree otherwise, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of a representative or class proceeding.
56. Arbitration Process: Any arbitration between you and DROPIT™ will be settled under the Federal Arbitration Act and administered by the American Arbitration Association under its Consumer Arbitration Rules. A party who intends to seek arbitration must first send a written notice of the dispute to the other party by certified U.S. Mail or by Federal Express (signature required) or, only if that other party has not provided a current physical address, then by electronic mail. DROPIT’s address for such notice is: 175 SW 7th St., Suite 1107, Miami, Florida 33130.The notice of arbitration must describe the nature and basis of the claim or dispute and the specific relief sought. If the arbitrator awards you an amount higher than the last written settlement amount offered by DROPIT™ in settlement of the dispute prior to the award, DROPIT™ will pay to you the higher of: (i) the amount awarded by the arbitrator or (ii) $10,000.
57. Arbitration Fees: If you commence arbitration in accordance with these Terms and Conditions, DROPIT™ will reimburse you for your payment of the filing fee, unless your claim is for more than $10,000, in which case the payment of any fees will be decided by the American Arbitration Association Consumer Arbitration Rules. Any arbitration hearing will take place at a location to be agreed upon in Miami-Dade County, Florida, but if the claim is for $10,000 or less, you may choose whether the arbitration will be conducted: (a) solely on the basis of the documents submitted to the arbitrator; (b) through a non-appearance based telephone hearing; or (c) by an in-person hearing as established by the American Arbitration Association under its Consumer Arbitration Rules in the county of your billing address.
58. Force Majeure: We take no responsibility for any lack of performance, unavailability or failure of the Service, or failure to comply with these terms and conditions where the same arises from any cause reasonably beyond our control.
59. No Waiver: If we do not exercise or enforce any right available to us under these Terms and Conditions, it does not constitute a waiver of those rights.
60. Partial Invalidity: If any provision of these terms and conditions becomes or is held to be invalid, unenforceable or illegal for any reason, and in any respect, that provision shall be severed from the remaining terms and conditions, which shall continue in full force and effect.
61. Entire Agreement: These Terms and Conditions supersede all previous conditions, understandings, commitments, agreements and representations whatsoever whether oral or written, and constitutes the entire agreement, between the parties, relating to the subject matter of these Terms and Conditions. You may not assign or transfer these Terms and Conditions or your rights under these Terms and Conditions, in whole or in part, by operation of law or otherwise, without our prior written consent.
62. Governing Law: These Terms and Conditions are governed by the laws of the State of Florida and the United States, without regard to conflict of law principles. You submit to the personal and exclusive jurisdiction of the state and federal courts located within Miami-Dade County, Florida.
53. Contact Information: The Service is offered by Dropit Inc., located at 175 SW 7th St. #1107 Miami, FL 33130. You may contact us by sending correspondence to that address or by sending us a message to email@example.com
© 2018 DROPIT INC.