Terms of Use

Effective July 1, 2019

DropVendor offers various Services to store, share, monetize, purchase, and download digital content, including:

The Services may be provided to you online, in the form of a mobile and/or desktop application, or may be integrated into a third party service. Your use of any Services provided by DropVendor indicates your acceptance of the following Terms of Use. YOUR USE OF THIS WEBSITE INDICATES YOUR ACCEPTANCE OF THE FOLLOWING TERMS AND CONDITIONS OF USE.

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:

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 may show you ads from advertisers and Sellers selected by DropVendor (such as full-page wallpaper ads on a file download page) when you use the Services. More information on the use of your personal data and cookies is available in our Privacy Policy.

Restrictions

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:

In addition, you agree not to:

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.

Governing Law

These Terms of Use and your relationship with DropVendor shall be governed by U.S. federal law as well as the internal laws of the State of California, without regard to applicable conflicts of law principles. Any failure by DropVendor to exercise any of its rights hereunder will not constitute a waiver of such right. Your use of this site indicates your agreement to submit to the personal and exclusive jurisdiction and venue of the courts located within the State of California for any disputes or claims regarding these Terms of Use, transactions conducted on these Sites, or any other use of the Sites.

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.

Contact

You can contact DropVendor at support@dropvendor.com or by using our Help Center if you have any questions.