Welcome to Dropious!
These are the terms and conditions for:
- Dropious Platform (SaaS)
The following terms and conditions apply to your use of the platform. This includes mobile and tablet versions, as well as any other version of Dropious accessible via desktop, mobile, tablet, social media or other devices.
PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY BEFORE USING OR OBTAINING ANY SERVICE, PRODUCT OR INFORMATION FROM THE PLATFORM.
ACCEPTANCE OF TERMS
By registering and using the platform, you agree to be bound by this agreement. If you do not agree to the terms of this agreement, you must not use the platform and must stop using the service immediately. We may modify this agreement from time to time, and such modification will be effective when posted on the website. You agree to be bound by any modifications to these terms and conditions when you use Dropious after such modification is posted; therefore, it is important that you review this agreement regularly.
You represent and warrant that all registration information you submit is accurate and truthful; and that your use of the platform does not violate any applicable law or regulation. Dropious may, in its sole discretion, refuse to offer the services to any user and change its eligibility criteria at any time. This provision is void where prohibited by law and the right to access the service and the platform is revoked in such jurisdictions.
The platform may only be used in compliance with these terms and all applicable local, state, national and international laws, rules and regulations.
By registering and using the platform, you represent and warrant that you have the full right, power and authority to enter into this agreement and to fully perform all of your obligations hereunder. You further represent and warrant that you are under no legal disability or contractual restriction that prevents you from entering into this agreement.
By registering on the platform as a User, you represent and warrant that you accept the terms and conditions contained in this agreement. In consideration of your use of the platform as a User, you represent that you are of legal age to form a binding contract under any applicable jurisdiction. You also agree to (a) provide true, accurate, current and complete information about yourself, your business, services and products as prompted by the registration forms available on Dropious, (b) maintain and promptly update your registration data to keep it true, accurate, current and complete (c) own the commercial rights or licenses to offer and sell your products in other stores in the case of being a supplier and own or have the authorization to offer and sell the products of other users in your own store. If we have reasonable grounds to suspect that such data is untrue, inaccurate, not current or incomplete, Dropious reserves the right to suspend or terminate your account and suspend any and all current or future use of the platform at any time without notice. Dropious reserves the right to terminate your account and use of the platform if we reasonably believe that you have breached any provision of these terms and conditions.
Users may share and synchronise personal and commercial information through the platform with other users. Any information that users share or sync with other users through the platform is the sole responsibility of the users themselves. Users are free to share information, but are responsible for the use of such information. Dropious is not responsible for the information provided and synced by users through the platform. The information you provide and sync through the platform may be visible to the general public.
In order to use the platform’s functionalities and synchronise user information through the platform, the user must register and create an account on the platform. If you register on Dropious, you will be required to choose a password, and you may be asked for additional information regarding your account. You are responsible for maintaining the confidentiality of your password and account information, and are fully responsible for all activities that occur under your password or account. You agree to (a) immediately notify Dropious of any unauthorised use of your password or account or any other breach of security, and (b) ensure that you log out from your account at the end of each session. You may never use another user’s account without prior authorisation from Dropious. Dropious will not be liable for any loss or damage arising from your failure to comply with this agreement.
By providing Dropious with your email address, you consent to our use of your email address to send you notices about the platform. We may also use your email address to send you notifications and other messages, such as changes to service features, news, and special content. If you do not wish to receive these emails, you may opt-out of receiving them by sending us your withdrawal request via the contact information or by using the “unsubscribe” option in the emails. Opting out may prevent you from receiving emails about updates, news or special content.
Users may cancel their accounts at any time and for any reason by following the instructions on the platform or by sending us their request through our contact information. That termination will only result in the deletion of the account and the deletion of all the personal data granted to Dropious.
Dropious reserves the right to terminate your account or your access immediately, with or without notice to you, and without liability to you, if Dropious believes that you have breached any of these terms, furnished Dropious with false or misleading information, or interfered with use of the platform or the service by others.
HOW IT WORKS
The Dropious platform and services work as follows:
- Users who register on the platform may use the platform as Suppliers or Sellers or may be both.
- Suppliers can synchronize their products, inventory level, shipping zones and shipping costs with Dropious and allow other users (Sellers) to publish, offer their products in their stores (ecommerce).
- Sellers can allow to synchronize Suppliers’ information through Dropious for the purpose of publishing, offering and selling Suppliers’ products through their stores.
- Suppliers and Sellers can connect and synchronize products, orders, stock level, product prices, zones and shipping costs and also provide business information such as brand description and Social Media accounts.
- Suppliers may decide who sells their products, grant access to their products and revoke access to their products at their sole discretion.
- Sellers will be required to request permission to sync and sell Suppliers’ products in their stores, unless Suppliers do not request permission for such syncing.
- Suppliers who synchronize their products in the Sellers’ stores shall include their return and shipping policies in their product information.
- The Suppliers that synchronize their products in the Sellers’ stores are in charge of the stock of the products they synchronize in the Sellers’ stores, of preparing the product(s) and shipping them to the final buyer.
- Shipping costs will be established by the Suppliers. Shipping costs will be set by the Supplier and will be charged through the Sellers’ stores.
- Any user may at any time and at its sole discretion cancel its account and desynchronize its products or its ecommerce. The cancellation of the user’s account will result in the deletion of the information and data provided through the platform.
- Users will have access to a public email address where they can send and receive notifications within the platform, the user is the sole and exclusive responsible for the information received and provided through the public email address provided to users by Dropious. If the user cancels the account, the email and the information included in the email will be deleted.
Dropious offers the following plans:
- Free Forever
Supplier: Upload up to 10 products to sell at Dropious.
Seller: Add up to 10 products to your online store.
Supplier: Upload up to 25 products to sell at Dropious.
Seller: Add up to 25 products to your online store.
Supplier: Upload unlimited products to sell at Dropious.
Seller: Add unlimited products to your online store.
The plans will depend on the number of products that the user can synchronise with other shops through the platform as a Supplier or Seller.
Plans can be billed monthly or annually. When a user places an order for a plan, the user agrees and declares to purchase the plan for the price advertised on the platform at the time of purchase. Please check the price and features of each plan before placing an order.
When a user makes a purchase of a plan, Dropious will send a confirmation email. This confirmation email will be produced automatically so that the user has confirmation of payment and plan initiation. If the user does not receive the confirmation email when purchasing the plan, it may have been sent to their spam folder.
Dropious may cancel any plan sale and may change or discontinue plan availability at any time at its sole discretion. If a purchase for a plan is cancelled, any payment made will be refunded in full. This does not affect your statutory rights.
Plans may include automatic recurring payments (monthly or yearly). You authorize Dropious to renew your plan and to charge you on a periodic and progressive basis. The plan billing date is the date on which you purchase the plan and make your first payment. On the relevant billing date, you will automatically be charged for the relevant plan fee. The plan will remain active until you cancel it or we terminate it. You must cancel your plan before it renews to avoid the next billing period. We will bill you for the plan billing fee in the payment method you choose during registration and purchase of the plan.
Plans will automatically renew for an additional period unless cancelled prior to the next billing period. To cancel plans, users must submit a cancellation request through our contact information and the plan will be cancelled for the next billing period. If a plan is cancelled, the user will be able to continue to use the paid features of the platform corresponding to the plan until the next billing period where the plan and access to the paid features of the platform will be cancelled.
The payment of the plans and transactions within the platform for the purchase of the products will be made through Shopify Payments and Stripe (payment processor available on the platform). The plans will be activated immediately after completing the payment process with the exception of the free plan which will be activated once the user registers on the platform. Payment for the plans and for the purchase of the products will be charged to the credit/debit card immediately after the corresponding plan fee is invoiced or the purchase of the product(s) is made in the user’s store(s). Once the transaction has been processed, we will send you an electronic receipt of the transaction to the email address you provide.
If you find any inconsistencies in your billing, please contact us via our contact details or you can make a complaint via the customer service of the relevant payment platform.
If your card is declined, you will receive an error message. No payment will be charged to your card and no order will be processed. There may be a pending transaction on your account until your card issuing bank withdraws the authorization. This usually takes 2 to 5 working days. Your card may be declined for a number of reasons, such as insufficient funds, AVS (Address Verification System) mismatch or you have entered an incorrect security code.
If your payment is declined, you will need to provide an alternative payment method or provide another card on which the payment can be loaded and processed.
Your payment details will be treated and safeguarded securely and for the sole purpose of processing the purchase of the plans and transactions for the purchase of the products. Dropious reserves the right to engage any payment platform available on the market, which processes your data for the sole purpose of processing the purchase of the plans and transactions for the purchase of the products.
Supplier Users who offer their products through the Sellers’ stores shall pay a commission of 6% of the total value of each sale made through the Sellers’ stores. The value of the corresponding commission will be added to the selling price of the product set by the Supplier. Dropious will send the corresponding money from the sales of the products to the corresponding Supplier up to 7 days after the product has been shipped to the final buyer. Dropious will send the value of the sales to the relevant Supplier with the value of Dropious commissions debited. The Supplier will always receive the sales value corresponding to the price set by the Supplier because the corresponding Dropious commission is added to the value set by the Supplier. The payment to the Suppliers corresponding to the sales made in the Sellers’ stores minus the Dropious commission will be transferred to the user via Stripe.
Dropious does not manage, represent or control the stores or products synced and offered through the platform by the Suppliers and Sellers users.
The stores and products synced through the platform are not offered or provided by Dropious. Dropious’ services are limited to providing the platform to synchronize the information and products of the Suppliers on the Sellers’ stores and to provide the payment platform to carry out the purchase transactions of such products by the end buyers. Dropious is at no time responsible for the Sellers’ stores or the Suppliers’ products that may be synchronized through our platform.
Disputes that may arise between users will be resolved by the users themselves. Dropious does not accept any claims related to the stores or products synchronized through the platform by the Users, nor any claims related to the shipment or delivery of the products to the end buyers.
Dropious is not responsible for any damage to the physical or moral integrity of persons, such as injury, death or any other moral damage such as threats, insults and slander that may be caused to a natural person as a result of the communications established on the platform. Communications and relationships established between users as a result of any connection within the platform are the sole and exclusive responsibility of the users.
In the event that one or more users or any third party initiates any type of claim or legal action against Dropious or other users, each and every user involved in such claims or actions releases Dropious from any liability.
“Third-Party Materials” means any content, images, videos, texts or other material that is owned by a third party, such as stock images, videos and texts. Such Third-Party Materials are subject to the applicable third-party terms and licenses, and may only be used as permitted by such terms and licenses.
LICENSE TO USE THE PLATFORM
Dropious gives you a personal, worldwide, royalty-free, non-assignable and non-exclusive license to use the platform provided to you by Dropious as part of the services. This license is for the sole purpose of enabling you to use and enjoy the benefit of the services as provided by Dropious, in the manner permitted by these terms. You may not copy, modify, distribute, sell, or lease any part of our services or included software, nor may you reverse engineer or attempt to extract the source code of that software, unless laws prohibit those restrictions or you have our written permission.
The user agrees not to use the platform and the services negligently, for fraudulent purposes or in an unlawful manner. Likewise, the user agrees not to partake in any conduct or action that could damage the image, interests or rights of the Dropious platform or third parties.
Dropious reserves the right to terminate your access immediately, with or without notice, and without liability to you, if Dropious believes that you have violated any of these terms or interfered with the use of the platform or service by others.
All materials on Dropious, including, without limitation, names, logos, trademarks, images, text, columns, graphics, videos, photographs, illustrations, software and other elements are protected by copyrights, trademarks and/or other intellectual property rights owned and controlled by Dropious or by third parties that have licensed or otherwise provided their material to the platform. You acknowledge and agree that all Materials on Dropious are made available for limited, non-commercial, personal use only. Except as specifically provided herein. No material may be copied, reproduced, republished, sold, downloaded, posted, transmitted, or distributed in any way, or otherwise used for any purpose, by any person or entity, without Dropious prior express written permission. You may not add, delete, distort, or otherwise modify the material. Any unauthorised attempt to modify any material, to defeat or circumvent any security features, or to utilize Dropious or any part of the material for any purpose other than its intended purposes is strictly prohibited.
Dropious will respond to all enquiries, complaints and claims relating to alleged infringement by breach or violation of the provisions contained in international copyright and intellectual property laws and regulations. Dropious respects the intellectual property of others and expects users to do the same. If you believe, in good faith, that any material provided on the Dropious platform infringes your copyright or other intellectual property rights, please submit your request via our contact information, with the following information:
- Identification of the intellectual property right that is allegedly infringed. All relevant registration numbers or a statement regarding ownership of the work should be included.
- A statement that specifically identifies the location of the infringing material, in sufficient detail so that Dropious can find it on the platform.
- Your name, address, telephone number and email address.
- A statement by you that you have a good faith belief that the use of the allegedly infringing material is not authorized by the copyright owner, or its agents, or by law.
- A statement by you, made under penalty of perjury, that the information in your notification is accurate, and that you are the copyright owner or authorized to act on its behalf.
- An electronic or physical signature of the copyright owner or of the person authorized to act on the copyright owner’s behalf.
Some features of the platform may allow users to provide content and information. You retain copyright or any rights you may have in the content and information you provide through the platform. Dropious is not responsible for the accuracy, safety or legality of the content and information Users provide through the platform. You are solely and exclusively responsible for your content and the consequences of providing such content through the Platform. By providing content and information through the platform, the user grants Dropious a worldwide, non-exclusive, royalty-free, fully paid right and license to host, store, transfer, display, perform, reproduce and modify the user content for the sole purpose of providing the functionalities within the platform.
USER CONTENT REPRESENTATIONS AND WARRANTIES
Dropious disclaims all liability in connection with user content. You are solely responsible for the content and consequences of providing content through the service. By providing user content through the service, you affirm, represent and warrant that
a) You own the content you provide through the Platform, or have the necessary licenses, rights, consents and permissions to authorize Dropious to host and use such content through the Platform.
b) Your content and the use of your content, as contemplated by these terms, does not, and will not (i) infringe, violate or misappropriate any third party rights, including copyrights, trademarks, patents, trade secrets, moral rights, privacy rights, rights of publicity or any other intellectual property or proprietary rights; (ii) libels, defames, slanders, libels or invades the privacy, publicity or other proprietary rights of any other person; or (iii) causes Dropious to violate any law or regulation.
c) Your content could not be considered by a reasonable person to be objectionable, profane, indecent, pornographic, harassing, threatening, embarrassing, hateful or otherwise inappropriate.
d) Your content does not and will not contain hateful content, threat of physical harm or harassment.
USER CONTENT DISCLAIMER
The content and information available on the platform (including, but not limited to, data, information, text, music, sound, photos, graphics, video, maps, icons or other material), as well as the infrastructure used to provide such content and information, is proprietary to Dropious or licensed to the Dropious by third parties. For all content other than your content, you agree not to otherwise modify, copy, distribute, transmit, display, perform, reproduce, publish, license, create derivative works from, transfer, or sell or re-sell any information, software or services obtained from or through the platform. In addition, the following activities are prohibited:
- Use the services or content for any commercial purpose, outside the scope of those commercial purposes explicitly permitted under this agreement and related guidelines as made available by Dropious.
- Access, monitor, reproduce, distribute, transmit, broadcast, display, sell, license, copy or otherwise exploit any content of the services, including but not limited to, using any robot, spider, scraper or other automated means or any manual process for any purpose not in accordance with this agreement or without our express written permission.
- Violate the restrictions in any robot exclusion headers on the services or bypass or circumvent other measures employed to prevent or limit access to the services.
- Take any action that imposes, or may impose, in our discretion, an unreasonable or disproportionately large load on our infrastructure.
- Deep-link to any portion of the services for any purpose without our express written permission.
- “Frame”, “mirror” or otherwise incorporate any part of the services into any other platforms or service without our prior written authorization.
- Attempt to modify, translate, adapt, edit, decompile, disassemble, or reverse engineer any software programs used by Dropious in connection with the services.
- Circumvent, disable or otherwise interfere with security-related features of the services or features that prevent or restrict use or copying of any content.
- Download any content unless it’s expressly made available for download by Dropious.
DISCLAIMER OF WARRANTIES
Dropious will provide its services with reasonable skill and care but does not give any guarantees, warranties or representations in respect of any other person’s services.
Because of the nature of the Internet Dropious provides and maintains the platform on an “as is”, “as available” basis and makes no promise that use of the platform will be uninterrupted or entirely error free. We are not responsible to you if we are unable to provide our Internet services for any reason beyond our control.
Our platform may from time to time contain links to other web sites which are not under the control of and are not maintained by us. These links are provided for your convenience only and we are not responsible for the content of those platforms.
Except as provided above we can give no other warranties, conditions or other terms, express or implied, statutory or otherwise and all such terms are hereby excluded to the maximum extent permitted by law.
You will be responsible for any breach of these terms by you and if you use the platform in breach of these terms you will be liable to and will reimburse Dropious for any loss or damage caused as a result.
Dropious will not be liable in any amount for failure to perform any obligation under this agreement if such failure is caused by the occurrence of any unforeseen event beyond its reasonable control including without limitation Internet outages, communications outages, fire, flood, war or act of God.
These terms do not affect your statutory rights as a consumer which are available to you.
Subject as aforesaid, to the maximum extent permitted by law, Dropious excludes liability for any loss or damage of any kind howsoever arising, including without limitation any direct, indirect or consequential loss whether or not such arises out of any problem you notify to Dropious and Dropious shall have no liability to pay any money by way of compensation, including without limitation all liability in relation to:
- Any incorrect or inaccurate information on the platform.
- The infringement by any person of any Intellectual Property Rights of any third party caused by their use of the platform or any product or service purchased through the platform.
- Any loss or damage resulting from your use or the inability to use the platform or resulting from unauthorized access to, or alteration of your transmissions or data in circumstances which are beyond our control.
- Any loss of profit, wasted expenditure, corruption or destruction of data or any other loss which does not directly result from something we have done wrong.
- Any amount or kind of loss or damage due to viruses or other malicious software that may infect a user’s computer equipment, software, data or other property caused by persons accessing or using content from the platform or from transmissions via emails or attachments received from Dropious.
- All representations, warranties, conditions and other terms which but for this notice would have effect.
No responsibility will be accepted by Dropious for failed, partial or garbled computer transmissions, for any computer, telephone, cable, network, electronic or internet hardware or software malfunctions, failures, connections, availability, for the acts or omissions of any user, internet accessibility or availability or for traffic congestion or unauthorized human act, including any errors or mistakes.
You agree to defend and indemnify Dropious from and against any claims, causes of action, demands, recoveries, losses, damages, fines, penalties or other costs or expenses of any kind or nature including but not limited to reasonable legal and accounting fees, brought by third parties as a result of:
- Your breach of this agreement or the documents referenced herein.
- Your violation of any law or the rights of a third party.
- Your use of the Dropious platform.
CHANGES AND TERMINATION
We may change the platform and these terms at any time, in our sole discretion and without notice to you. You are responsible for remaining knowledgeable about these terms. Your continued use of the site constitutes your acceptance of any changes to these Terms and any changes will supersede all previous versions of the terms. Unless otherwise specified herein, all changes to these Terms apply to all users take effect. Furthermore, we may terminate this agreement with you under these Terms at any time by notifying you in writing (including by email) or without any warning.
This agreement and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by Dropious without restriction.
The user agrees that any dispute, claim or controversy arising out of or relating to these terms and conditions, or the breach, termination, enforcement, interpretation or validity thereof or the use of the platform, shall be resolved by binding arbitration between the user and Dropious, provided that each party retains the right to bring an individual action in a court of competent jurisdiction.
In the event a dispute arises in connection with the products and services offered through the platform or the breach of these terms and conditions, the parties agree to submit their dispute to arbitration resolution before a reputable arbitration organization as mutually agreed by the parties and in accordance with applicable commercial arbitration rules.
You agree to initiate a formal dispute proceeding by sending us a communication through our contact information. Dropious may choose to send you a written offer after receiving your initial communication. If we offer and send you a settlement offer and you do not accept the offer, or we are unable to resolve your dispute satisfactorily and you wish to continue with the dispute process, you must initiate the dispute resolution process before an accredited arbitration organization and file a separate Demand for Arbitration. Any award rendered by the arbitration tribunal shall be final and conclusive on the parties.
To the fullest extent permitted by law, you agree that you will not file, join or participate in any class action lawsuit in connection with any claim, dispute or controversy that may arise in connection with your use of the platform and purchase of products posted and offered through the listings available on the platform.
The courts of Spain shall have jurisdiction over any dispute, controversy or claim relating to Dropious and its business operations. Any such dispute or controversy shall be brought and resolved in the courts of Spain.
These terms and conditions are governed by the laws of Spain. Use of Dropious platform is unauthorized in any jurisdiction that does not give effect to all provisions of these terms and conditions.
Our performance of these Terms is subject to existing laws and legal process, and nothing contained in these Terms limits our right to comply with law enforcement or other governmental or legal requests or requirements relating to your use of our platform or information provided to or gathered by us with respect to such use.
If any part of these Terms is found to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions will not in any way be affected or impaired. Our failure or delay in enforcing any provision of these Terms at any time does not waive our right to enforce the same or any other provision(s) hereof in the future.
Any rights not expressly granted herein are reserved.
If you have questions or concerns about these terms, the products or the service, please contact us through our contact page or via the contact information below: