Effective July 1, 2019
DropVendor offers various Services to store, share, monetize, purchase, and download digital content, including:
- a service offering the creation of instant online payment portals through which customers can purchase and receive access to download your content;
- a service allowing storage, organization, and sharing of content;
- a service offering online purchase and instant online download access to content;
- additional features and functionalities.
Overview of Primary Services
DropVendor provides a payment platform to facilitate transactions between a single buyer and single seller. A seller will upload one or more digital files to the DropVendor Service,
provide some amount of Descriptive Information to support each piece of content, and assign a Sale Price to each piece of downloadable content. The Seller is then provided with a Publicly
Shareable Paid Access Link which can be distributed to the Customer. The Publicly Shareable Paid Access Link will load an instance of the DropVendor "DV Kiosk", which is a digital Point-of-Sale
for one individual piece of content, displaying that Descriptive Information and Sale Price provided by the Seller.
The DropVendor "DV Kiosk" includes a Credit Card payment form. When a submitted payment results in successful verification and transaction, the Customer is instantly presented with a clickable link to download the Content. An email will be sent containing this same clickable Download link, to the (required) email address provided by the Customer prior to completing payment through DV Kiosk.
When a Seller uploads content on DropVendor and produces Publicly Shareable Paid Access Links, they are inviting other people to form a contract with them by completing the DV Kiosk payment form. Anybody who completes payment through DV Kiosk is accepting the Seller's offer of the digital content, prior to being able to review it in full, and is forming that contract with the Seller.
DropVendor is not a part of the contract - the contract is a direct legal agreement between the Seller and the Customer who submits payment through DV Kiosk. Here are the terms that govern that agreement:
- When a payment has successfully transacted through DropVendor, the Buyer is instantly delivered a clickable download link on the DV Kiosk Payment Confirmation page, which loads instantly upon transaction. The buyer is also sent an email containing the same download link.
- Sellers owe their Buyers a high standard of effort, honest communication, and a dedication to properly representing the content which they are offering for sale through DV Kiosk. At the same time, Buyers must understand that when they submit payment through DV Kiosk to receive access to download the specific digital content, they understand that the content they'll be receiving is offered AS-IS by the Seller.
- DropVendor is responsible for delivering the content stored by the Seller at the time of a successful Buyer transaction. In the event that a Seller deletes a piece of content from their DropVendor account, then the Publicly Shareable Paid Access Link will no longer be active.
- DropVendor is not responsible for the correctness, utility, merchantability, or fitness for a specific purpose of any piece of content made accessible through the DV Kiosk Paid Access portal.
- DropVendor does not provide refunds to Buyers for any reason, including in cases where the quality of any Delivered Content does not meet expectations of Buyer. In any event of a dispute regarding quality of a digital file or contents thereof, the Buyer and Seller will work together to resolve the matter directly.
Content ownership, permissions and responsibility
DropVendor does not claim any ownership of the Content you create, use, store, or share through the Services. You are solely responsible for all content which you upload to, download from, and sell access to through DropVendor. Additionally, you are solely responsible for sharing it with the correct recipients. Any liability for damages relating to the Content lies with the individual that creates, uses, stores and/or shares it within the Services. You acknowledge that downloaded files and/or access links can be forwarded and that recipients having access to such link, can access the Content it’s connected with.
By using the Services you warrant that you have, for any Content you create, use, store or share using the Services, all required permissions (including from copyright and other intellectual property rights owners) to distribute, sub-license, transfer, store and/or make the Content online available as part of the Services. DropVendor is not liable to you or any third party for any damages arising out of or in relation to the Content created, used, stored or shared by you within the Services, including but not limited to, copyright protected works and/or trademarks. DropVendor requires a license from you with regards to the Content for the sole purpose of operating, enabling and improving the Services and to develop new ones. You agree and acknowledge that by using the Services, you grant us an unlimited, nonexclusive, worldwide, royalty-free, sublicensable, transferable and assignable license to use, host, store, scan, search, sort, index, reproduce, communicate, publish, publicly display, distribute and edit (including but not limited to scaling, cropping, adapting, translating and creating previews) the Content until you delete the Content from the Services.
DropVendor does not provide any public search function, catalogue or listing to find Content.
DropVendor respects your rights and expects that you respect those of others, including DropVendor, its Sellers, Buyers, advertisers, and third parties. This includes respecting the right to privacy, corporate intelligence, business secrets and intellectual property rights, such as trademarks, copyrights, trade names and logos. You agree not to use the Services to commit, promote, enable or facilitate any unlawful or criminal acts or breach of these Terms or facilitate or promote others to do so.
As a condition to make use of the Services you agree not to create, use, store or share any Content that:
- features CSAI (child sexual abuse imagery);
- is obscene, defamatory, libelous, slanderous, profane, indecent, discriminating, threatening, abusive, harmful, lewd, vulgar, or unlawful;
- promotes racism, violence or hatred;
- is factually inaccurate, false, misleading, misrepresenting or deceptive;
- you don’t hold the rights to;
- infringes, violates or misappropriates intellectual property rights, privacy rights, including data protection rights, and/or any other kind of rights;
- infringes on or violates any applicable law or regulation;
- constitutes ‘hate speech’, whether directed at an individual or a group, and whether based upon the race, sex, creed, national origin, religious affiliation, sexual orientation, language or another characteristic of such individual or group.
In addition, you agree not to:
- use the Services if you are under 18 years of age;
- abuse, harass, stalk, intimidate, threaten, commit violence, or otherwise act unlawful, or encourage anyone else to do so;
- impersonate or falsely pretend affiliation with any person or entity;
- access any non-public areas of the Services;
- interfere with any access or use restrictions;
- use any data mining or data gathering or extraction methods, or otherwise collect information about the users of the Services;
- send viruses, worms, malware, ransomware, junk email, spam, chain letters, phishing emails, unsolicited messages, promotions or advertisements of any kind and for any purpose;
- interfere with, damage or disrupt the Services or act in a way that may do so;
- attempt to probe, scan, compromise or test the vulnerability of the Services or any related service, system or network or breach any security or authentication;
- use automated means to access or use the Services without our permission;
- reverse engineer or decompile any (part) of the Services;
- resell, sublicence, rent, lease, offer or otherwise commercialize the Services without our permission;
- allow others to use your account.
Violation of the Terms of Service
DropVendor reserves the right to investigate, provide to third parties, (temporarily) block and/or permanently delete from its servers, without prior notice or liability, any Content and/or accounts or to block anyone from accessing any part of the Services, when DropVendor ascertains, at its sole discretion or after receiving substantiated and valid complaints, that you breach these Terms or act in violation of any applicable law or regulation.
Disclaimer and account registration
DropVendor provides the Services “AS-IS”, without any warranty of any kind. Without limiting the foregoing, DropVendor explicitly disclaims any warranties of merchantability, fitness for a particular purpose and non-infringement. DropVendor makes no warranty that the Services are available on an uninterrupted, secure or error-free basis. Your use of the Services is at your own risk.
You acknowledge and agree that DropVendor is not responsible for any damages to the computer system or mobile device of you or any third party that result from the use of the Services and is not responsible for any failure of the Services to store, transfer or delete a file or for the corruption or loss of any data, information or Content contained in a file. DropVendor may change, terminate or expand its Services from time to time and reserves the right to limit access to or eliminate any features or functionality of the Services in its own discretion.
Some of the Services require you to register and provide DropVendor with data such as your email address, password and/or payment details. You must ensure that these are accurate and keep them updated wherever listed in your account settings. You are responsible for any activity from or by your account, so you should not share your password and you should protect it carefully. Should registrations or account data appear to be misused, DropVendor reserves the right to deactivate and/or delete the account. DropVendor is not liable for any loss or damage arising from the unauthorized use of your account.
Indemnity and Liability
You will defend, indemnify and hold harmless DropVendor (including its employees and affiliates) from and against any claims, incidents, liabilities, procedures, damages, losses and expenses (including legal and accounting fees), arising out of or in any way connected with your access to or use of the Services or your breach of these Terms, including any third party claims that Content created, used, stored or shared using the Services by you or through your account, infringe or violate any third party rights.
The Services may provide integration with third-party services. You acknowledge that: (i) DropVendor is not responsible for any acts or omissions of such third-party services; (ii) that DropVendor is not an agent of such third-party services; and (iii) your use of those services is subject to any applicable terms and conditions between you and the providers of such services.
DropVendor is not liable for any damage or personal injury resulting from any use of the Services, including any (temporary) unavailability or (accidental) removal of your Content or account. The limitation of liability referred to in this clause shall not apply if the liability for damage caused by intent or gross negligence on the part of DropVendor. In the event DropVendor is liable for damage under mandatory law, DropVendor’s aggregate liability to you for any and all claims arising out of or in connection with the use of the Services will in no event exceed the amount of one hundred dollars ($100) per incident.
The Parties agree that any claim or dispute under or in connection with these Terms shall be resolved finally and exclusively by, binding, individual arbitration in Los Angeles County, California, pursuant to the then-current Commercial Arbitration Rules of the American Arbitration Association (AAA). The arbitration proceeding shall be conducted in the English language before a single arbitrator appointed by the parties (or by the AAA if the arbitrator is not appointed by the parties within 30 days of notice to arbitrate), and subject to these Terms. USER HEREBY WAIVES ANY RIGHT TO PARTICIPATE IN ANY CLASS ACTION LAWSUIT, CLASSWIDE ARBITRATION, COLLECTIVE ACTION, CONSOLIDATION OF INDIVIDUAL ARBITRATIONS, OR OTHERWISE IN ANY CLAIM BROUGHT IN A PRIVATE ATTORNEY GENERAL OR REPRESENTATIVE CAPACITY. Judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. This dispute resolution provision will be governed by the Federal Arbitration Act and not by any state law concerning arbitration.