Dropd Inc. Terms of Service


Acceptance of Terms


By accessing or using the Dropd website, the Dropd service, or any applications (including mobile applications on all mobile platforms) made available by Dropd (together, the "Service"), however accessed, you agree to be bound by these terms of use ("Terms of Use"). The Service is owned or controlled by Dropd Inc. , registration number available on request (hereinafter referred to as “Dropd", "DROPD"). These Terms of Use affect your legal rights and obligations. If you do not agree to be bound by all of these Terms of Use, do not access or use the Service. These terms will at times refer to a show producer or show maker (the “Show Producer”) as well as other entities that advertise their products through the service these will be referred to as (“Merchants” or “Brands”)

There may be times when we offer a special feature that has its own terms and conditions that apply in addition to these Terms of Use. In those cases, the terms specific to the special feature control to the extent there is a conflict with these Terms of Use.

ARBITRATION NOTICE: EXCEPT IF YOU OPT-OUT AND EXCEPT FOR CERTAIN TYPES OF DISPUTES DESCRIBED IN THE ARBITRATION SECTION BELOW, YOU AGREE THAT DISPUTES BETWEEN YOU AND DROPD WILL BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION AND YOU WAIVE YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION.

The contents of this documents are as follows:

  1. Dropd service
  2. Dropd is not responsible for merchants
  3. Basic terms
  4. General conditions
  5. Rights
  6. Reporting copyright and other IP Violations
  7. Disclaimer of warranties
  8. Limitation of liability; Waiver
  9. Indemnification
  10. Disputes
  11. Time limitation on claims
  12. Third party content and services
  13. Third party software
  14. Governing Law and jurisdiction
  15. Entire agreement
  16. Territorial restrictions
  17. Open Source software
  18. Auctions

Dropd Service

The service offers an online platform that allows content producers, merchants and brands to advertise a range of products ("Goods") as seen on various media platforms. Dropd creates a link between between end-users (“Users") that will download the app or use the service, media content platforms and Merchants, creating a "market place" based on content that users consuming on any digital device. Dropd will advertise or promote the relevant Goods based on the “product placement” arrangement between the show producer and the Merchant. These terms govern the use of the service to perform these transactions.

The service provides links to the websites or the mobile downloadable application (“Apps”) of the Merchants and may include advertising relating to Merchants, other third parties, and their products.

Dropd does not charge any fees for browsing through any part of the service, however when buying items listed for sale through the website link on the third party service there will be a purchase price and may be a delivery fee applicable, which will be fully paid by the customer or the User.

Please note that Dropd doesn't hold any stock and no sale is directly conducted on the service, therefore, the Merchants and products listed on the service do not necessarily represent all suppliers of the relevant products, or all products available, and Dropd does not guarantee the accuracy of prices, availability of products, or any other information specified on the service, nor does it guarantee that the information displayed on the service is error-free. It is specifically recorded that product pricing and characteristics are supplied to Dropd by the Merchants who have agreed to be listed on the service. Dropd also makes no guarantees as to the content or accuracy of any external websites or applications to which you may be able to link from the service.

Dropd shall take all reasonable efforts to accurately reflect the description and purchase price of Goods on the service. However, should there be any errors of whatsoever nature on the service (which are not due to our gross negligence), we shall not be liable for any loss, claim or expense relating to a transaction based on any error, save – in the case of any incorrect purchase price – to the extent of refunding you for any amount already paid, or otherwise as set out in the applicable Returns Policy.

In additional to the functionality of the service stated above, user are able to follow shows, by subscribing within the service, comment on posts, like posts and submit private messages to the show producers through a hashtag on a post. The submission of messages can be used for running competition campaigns but please note that additional terms may apply to that competition and a link to these terms will be provided by the show producer, the brand or the merchant.


Dropd is not responsible for Merchants

Dropd’s role is limited to providing the platform through which, once registered with a valid account, users can browse, view and, be able to follow links to purchase the products offered by different Merchants.

A Merchant is fully responsible for all product information, refund and returns policy, shipping methods and all available payment methods. Dropd is not responsible for the services offered by the merchant.

Dropd is not an agent of any Merchant, does not vouch for, or make any warranties in relation to, any Merchant or its products. Neither Dropd nor any of its agents or representatives shall be liable for any damage, loss or liability of whatsoever nature arising in relation to any Merchant. Without detracting from the generality of the aforegoing, Dropd will not be liable in any way whatsoever in relation to any purchases you may make from any Merchant/s directly. In purchasing products from any Merchant directly, you are contracting with the relevant Merchant to purchase such Merchant's product/s and the Merchant is thus solely responsible for the fulfillment of all aspects of your purchase from it. As a user, you acknowledge that you are solely responsible for evaluating the price, quality and legitimacy of any products listed on the Website and Dropd does not guarantee that any Merchant or other party involved in transactions arising from listings or advertisements placed on the service will act in good faith.

Dropd provides a platform to facilitate transactions between Merchants and Dropd Users. Dropd is neither the buyer nor the seller of these Goods. The Sale formed on acceptance of your order for Goods that are for sale by a Merchant is therefore solely between you, the user, and such Merchant. Dropd is not a party to that sale. The Merchant is solely responsible for fulfillment of the Goods. The Merchant is also responsible to provide an invoice to you if required.

Please note that not all Merchants are registered VAT (Value-Added Tax) vendors. Only Merchant’s who are registered VAT vendors may charge VAT on Goods sold and issue a tax invoice in respect thereof. If a Merchant is not a registered VAT Vendor, it may not charge VAT on Goods sold and will not be in a position to issue a tax invoice in respect thereof.

As Dropd strives to ensure that the information on the service relating to any Merchant or its products is accurate, up-to-date, and lawful, should you suspect that a Merchant is selling illegal products, conducting fraudulent activity, using bait marketing or otherwise misleading Users in any way, please notify Dropd thereof by using this email address, info@dropd.live, so that Dropd can take such measures as it deems appropriate.


Basic terms

  1. You must be at least 18 years old to use the Service.
  2. If you have access to the comments, Timeline or Episode posting features of the service, you may not post violent, nude, partially nude, discriminatory, unlawful, infringing, hateful, pornographic or sexually suggestive photos or other content via the Service.
  3. You are responsible for any activity that occurs through your account and you agree you will not sell, transfer, license or assign your account, followers, username, or any account rights. With the exception of people or businesses that are expressly authorized to create accounts on behalf of their employers or clients, Dropd prohibits the creation of and you agree that you will not create an account for anyone other than yourself. You also represent that all information you provide or provided to Dropd upon registration and at all other times will be true, accurate, current and complete and you agree to update your information as necessary to maintain its truth and accuracy.
  4. You agree that you will not solicit, collect or use the login credentials of other Dropd users.
  5. You are responsible for keeping your password secret and secure.
  6. You must not defame, stalk, bully, abuse, harass, threaten, impersonate or intimidate people, entities, shows, brands and you must not post private or confidential information via the Service, including, without limitation, your or any other person's personal information such as credit card information, national identity numbers, non-public phone numbers or non-public email addresses.
  7. You may not use the Service for any illegal or unauthorized purpose. You agree to comply with all laws, rules and regulations (for example, federal, state, local and provincial) applicable to your use of the Service and your Content, including but not limited to, copyright laws.
  8. You are solely responsible for your conduct and any data, text, files, information, usernames, images, graphics, photos, profiles, works of authorship, applications, links and other content or materials (collectively, "Content") that you submit, post or display on or via the Service.
  9. You must not change, modify, adapt or alter the Service or change, modify or alter another website so as to falsely imply that it is associated with the Service or Dropd.
  10. You must not create or submit unwanted email, comments, likes or other forms of commercial or harassing communications (a/k/a "spam") to any Dropd registered accounts.
  11. You must not use domain names or web URLs in your username without prior written consent from Dropd.
  12. You must not interfere or disrupt the Service or servers or networks connected to the Service, including by transmitting any worms, viruses, spyware, malware or any other code of a destructive or disruptive nature. You may not inject content or code or otherwise alter or interfere with the way any Dropd page is rendered or displayed in a user's browser or device.
  13. You must not create accounts with the Service through unauthorized means, including but not limited to, by using an automated device, script, bot, spider, crawler or scraper.
  14. You must not attempt to restrict another user from using or enjoying the Service and you must not encourage or facilitate violations of these Terms of Use or any other Dropd terms.
  15. Violation of these Terms of Use may, in Dropd's sole discretion, result in termination of your Dropd account. You understand and agree that Dropd cannot and will not be responsible for the Content posted on the Service by brands or Show Producers and you use the Service at your own risk. If you violate the letter or spirit of these Terms of Use, or otherwise create risk or possible legal exposure for Dropd, we can stop providing all or part of the Service to you.

General Conditions

  1. We reserve the right to modify or terminate the Service or your access to the Service for any reason, without notice, at any time, and without liability to you. You can deactivate your Dropd account by sending an email to support@dropd.live and adding this line on the subject “Remove account request”. Once you account has been deactivated, you’ll receive an email with confirmation of the removal request. If we terminate your access to the service your account, your photos, comments, likes, following list, and all other data will no longer be accessible through your account.
  2. Upon termination, all licenses and other rights granted to you in these Terms of Use will immediately cease.
  3. We reserve the right, in our sole discretion, to change these Terms of Use ("Updated Terms") from time to time. Unless we make a change for legal or administrative reasons, we will provide reasonable advance notice before the Updated Terms become effective. You agree that we may notify you of the Updated Terms by posting them on the Service, and that your use of the Service after the effective date of the Updated Terms (or engaging in such other conduct as we may reasonably specify) constitutes your agreement to the Updated Terms. Therefore, you should review these Terms of Use and any Updated Terms before using the Service. The Updated Terms will be effective as of the time of posting, or such later date as may be specified in the Updated Terms, and will apply to your use of the Service from that point forward. These Terms of Use will govern any disputes arising before the effective date of the Updated Terms.
  4. We reserve the right to refuse access to the Service to anyone for any reason at any time.
  5. We reserve the right to force forfeiture of any username for any reason.
  6. We may, but have no obligation to, remove, edit, block, and/or monitor Content or accounts containing Content that we determine in our sole discretion violates these Terms of Use.
  7. You are solely responsible for your interaction with other users through comments and the show that you are following on the Service, whether online or offline. You agree that Dropd is not responsible or liable for the conduct of any user or show producer. Dropd reserves the right, but has no obligation, to monitor or become involved in disputes between you and other users or between you and show producers or between you and the brands. Exercise common sense and your best judgment when interacting with others, including when you submit a message or post a comment or any personal or other information.
  8. There may be links from the Service, or from communications you receive from the Service, to third-party web sites or features. There may also be links to third-party web sites or features in images or comments within the Service. The Service also includes third-party content that we do not control, maintain or endorse. Functionality on the Service may also permit interactions between the Service and a third-party web site or feature, including applications that connect the Service or your profile on the Service with a third-party web site or feature. For example, the Service may include a feature that enables you to share Content from the Service or your Content with a third party, which may be publicly posted on that third party's service or application. Using this functionality typically requires you to login to your account on the third-party service and you do so at your own risk. Dropd does not control any of these third-party web services or any of their content. You expressly acknowledge and agree that Dropd is in no way responsible or liable for any such third-party services or features. YOUR CORRESPONDENCE AND BUSINESS DEALINGS WITH THIRD PARTIES FOUND THROUGH THE SERVICE ARE SOLELY BETWEEN YOU AND THE THIRD PARTY. You may choose, at your sole and absolute discretion and risk, to use applications that connect the Service or your profile on the Service with a third-party service (each, an "Application") and such Application may interact with, connect to or gather and/or pull information from and to your Service profile. By using such Applications, you acknowledge and agree to the following: (i) if you use an Application to share information, you are consenting to information about your profile on the Service being shared; (ii) your use of an Application may cause personally identifying information to be publicly disclosed and/or associated with you, even if Dropd has not itself provided such information; and (iii) your use of an Application is at your own option and risk, and you will hold the Dropd Parties (defined below) harmless for activity related to the Application.
  9. You agree that you are responsible for all data charges you incur through use of the Service.
  10. We prohibit crawling, scraping, caching or otherwise accessing any content on the Service via automated means, including but not limited to, user profiles and photos (except as may be the result of standard search engine protocols or technologies used by a search engine with Dropd’s express consent).

Rights

  1. Dropd does not claim ownership of any Content that you post on or through the Service. Instead, you hereby grant to Dropd a non-exclusive, fully paid and royalty-free, transferable, sub-licensable, worldwide license to use the Content that you post on or through the Service in Dropd’s solely for the purposes of providing, promoting, developing and trying to improve Dropd and our other services, including new services that we may provide in the future. All such use will be in accordance with our Dropd Privacy Policy, available here http://www.dropd.live/privacy.html.
  2. Most of the Service is supported by advertising and marketing revenue and may display advertisements and promotions, and you hereby agree that Dropd may place such advertising and promotions on the Service or on, about, or in conjunction with the content of the app. The manner, mode and extent of such advertising and promotions are subject to change without specific notice to you.
  3. You acknowledge that we may not always identify paid services, sponsored content, or commercial communications as such.
  4. You represent and warrant that: (i) you own the Content posted by you on or through the Service or otherwise have the right to grant the rights and licenses set forth in these Terms of Use; (ii) the posting and use of your Content on or through the Service does not violate, misappropriate or infringe on the rights of any third party, including, without limitation, privacy rights, publicity rights, copyrights, trademark and/or other intellectual property rights; (iii) you agree to pay for all royalties, fees, and any other monies owed by reason of Content you post on or through the Service; and (iv) you have the legal right and capacity to enter into these Terms of Use in your jurisdiction.
  5. The Service contains content owned or licensed by Dropd (Dropd Content"). Dropd Content is protected by copyright, trademark, trade secret and other laws, and, as between you and Dropd, Dropd owns and retains all rights in the Dropd Content and the Service. You will not remove, alter or conceal any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Dropd Content and you will not reproduce, modify, adapt, prepare derivative works based on, perform, display, publish, distribute, transmit, broadcast, sell, license or otherwise exploit the Dropd Content.
  6. The Dropd name and logo are trademarks of Dropd, and may not be copied, imitated or used, in whole or in part, without the prior written permission of Dropd. In addition, all page headers, custom graphics, button icons and scripts are service marks, trademarks and/or trade dress of Dropd, and may not be copied, imitated or used, in whole or in part, without prior written permission from Dropd.
  7. Although it is Dropd's intention for the Service to be available as much as possible, there will be occasions when the Service may be interrupted, including, without limitation, for scheduled maintenance or upgrades, for emergency repairs, or due to failure of telecommunications links and/or equipment. Also, Dropd reserves the right to remove any Content from the Service for any reason, without prior notice. Content removed from the Service may continue to be stored by Dropd, including, without limitation, in order to comply with certain legal obligations, but may not be retrievable without a valid court order. Consequently, Dropd encourages you to maintain your own backup of your Content. In other words, Dropd is not a backup service and you agree that you will not rely on the Service for the purposes of Content backup or storage. Dropd will not be liable to you for any modification, suspension, or discontinuation of the Services, or the loss of any Content. You also acknowledge that the Internet may be subject to breaches of security and that the submission of Content or other information may not be secure.
  8. You agree that Dropd is not responsible for, and does not endorse, Content posted within the Service. Dropd does not have any obligation to prescreen, monitor, edit, or remove any Content. If your Content violates these Terms of Use, you may bear legal responsibility for that Content.
  9. Except as otherwise described in the Service's Privacy Policy, available at http://www.dropd.live/privacy.html, as between you and Dropd, any Content will be non-confidential and non-proprietary and we will not be liable for any use or disclosure of Content. You acknowledge and agree that your relationship with Dropd is not a confidential, fiduciary, or other type of special relationship, and that your decision to submit any Content does not place Dropd in a position that is any different from the position held by members of the general public, including with regard to your Content. None of your Content will be subject to any obligation of confidence on the part of Dropd, and Dropd will not be liable for any use or disclosure of any Content you provide.
  10. It is Dropd's policy not to accept or consider content, information, ideas, suggestions or other materials other than those we have specifically requested and to which certain specific terms, conditions and requirements may apply. This is to avoid any misunderstandings if your ideas are similar to those we have developed or are developing independently. Accordingly, Dropd does not accept unsolicited materials or ideas, and takes no responsibility for any materials or ideas so transmitted. If, despite our policy, you choose to send us content, information, ideas, suggestions, or other materials, you further agree that Dropd is free to use any such content, information, ideas, suggestions or other materials, for any purposes whatsoever, including, without limitation, developing and marketing products and services, without any liability or payment of any kind to you.

Reporting Copyright and Other IP Violations

  1. We respect other people's rights, and expect you to do the same.
  2. Please report any intellectual property infringement by sending an email to support@dropd.live
  3. If you repeatedly infringe other people's intellectual property rights, we will disable your account when appropriate.

Disclaimer of Warranties

THE SERVICE, INCLUDING, WITHOUT LIMITATION, DROPD CONTENT, IS PROVIDED ON AN "AS IS", "AS AVAILABLE" AND "WITH ALL FAULTS" BASIS. TO THE FULLEST EXTENT PERMISSIBLE BY LAW, NEITHER DROPD NOR ANY OF THEIR EMPLOYEES, MANAGERS, OFFICERS OR AGENTS (COLLECTIVELY, THE "DROPD PARTIES") MAKE ANY REPRESENTATIONS OR WARRANTIES OR ENDORSEMENTS OF ANY KIND WHATSOEVER, EXPRESS OR IMPLIED, AS TO: (A) THE SERVICE; (B) THE DROPD CONTENT; (C) USER CONTENT; OR (D) SECURITY ASSOCIATED WITH THE TRANSMISSION OF INFORMATION TO DROPD OR VIA THE SERVICE. IN ADDITION, THE DROPD PARTIES HEREBY DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, TITLE, CUSTOM, TRADE, QUIET ENJOYMENT, SYSTEM INTEGRATION AND FREEDOM FROM COMPUTER VIRUS.

THE DROPD PARTIES DO NOT REPRESENT OR WARRANT THAT THE SERVICE WILL BE ERROR-FREE OR UNINTERRUPTED; THAT DEFECTS WILL BE CORRECTED; OR THAT THE SERVICE OR THE SERVER THAT MAKES THE SERVICE AVAILABLE IS FREE FROM ANY HARMFUL COMPONENTS, INCLUDING, WITHOUT LIMITATION, VIRUSES. THE DROPD PARTIES DO NOT MAKE ANY REPRESENTATIONS OR WARRANTIES THAT THE INFORMATION (INCLUDING ANY INSTRUCTIONS) ON THE SERVICE IS ACCURATE, COMPLETE, OR USEFUL. YOU ACKNOWLEDGE THAT YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK. THE DROPD PARTIES DO NOT WARRANT THAT YOUR USE OF THE SERVICE IS LAWFUL IN ANY PARTICULAR JURISDICTION, AND THE DROPD PARTIES SPECIFICALLY DISCLAIM SUCH WARRANTIES. SOME JURISDICTIONS LIMIT OR DO NOT ALLOW THE DISCLAIMER OF IMPLIED OR OTHER WARRANTIES SO THE ABOVE DISCLAIMER MAY NOT APPLY TO YOU TO THE EXTENT SUCH JURISDICTION'S LAW IS APPLICABLE TO YOU AND THESE TERMS OF USE.

BY ACCESSING OR USING THE SERVICE YOU REPRESENT AND WARRANT THAT YOUR ACTIVITIES ARE LAWFUL IN EVERY JURISDICTION WHERE YOU ACCESS OR USE THE SERVICE.

THE DROPD PARTIES DO NOT ENDORSE CONTENT AND SPECIFICALLY DISCLAIM ANY RESPONSIBILITY OR LIABILITY TO ANY PERSON OR ENTITY FOR ANY LOSS, DAMAGE (WHETHER ACTUAL, CONSEQUENTIAL, PUNITIVE OR OTHERWISE), INJURY, CLAIM, LIABILITY OR OTHER CAUSE OF ANY KIND OR CHARACTER BASED UPON OR RESULTING FROM ANY CONTENT.


Limitation of Liability; Waiver

UNDER NO CIRCUMSTANCES WILL THE DROPD PARTIES BE LIABLE TO YOU FOR ANY LOSS OR DAMAGES OF ANY KIND (INCLUDING, WITHOUT LIMITATION, FOR ANY DIRECT, INDIRECT, ECONOMIC, EXEMPLARY, SPECIAL, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL LOSSES OR DAMAGES) THAT ARE DIRECTLY OR INDIRECTLY RELATED TO: (A) THE SERVICE; (B) THE DROPD CONTENT; (C) USER CONTENT; (D) YOUR USE OF, INABILITY TO USE, OR THE PERFORMANCE OF THE SERVICE; (E) ANY ACTION TAKEN IN CONNECTION WITH AN INVESTIGATION BY THE DROPD PARTIES OR LAW ENFORCEMENT AUTHORITIES REGARDING YOUR OR ANY OTHER PARTY'S USE OF THE SERVICE; (F) ANY ACTION TAKEN IN CONNECTION WITH COPYRIGHT OR OTHER INTELLECTUAL PROPERTY OWNERS; (G) ANY ERRORS OR OMISSIONS IN THE SERVICE'S OPERATION; OR (H) ANY DAMAGE TO ANY USER'S COMPUTER, MOBILE DEVICE, OR OTHER EQUIPMENT OR TECHNOLOGY INCLUDING, WITHOUT LIMITATION, DAMAGE FROM ANY SECURITY BREACH OR FROM ANY VIRUS, BUGS, TAMPERING, FRAUD, ERROR, OMISSION, INTERRUPTION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER LINE OR NETWORK FAILURE OR ANY OTHER TECHNICAL OR OTHER MALFUNCTION, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOST PROFITS, LOSS OF GOODWILL, LOSS OF DATA, WORK STOPPAGE, ACCURACY OF RESULTS, OR COMPUTER FAILURE OR MALFUNCTION, EVEN IF FORESEEABLE OR EVEN IF THE DROPD PARTIES HAVE BEEN ADVISED OF OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER IN AN ACTION OF CONTRACT, NEGLIGENCE, STRICT LIABILITY OR TORT (INCLUDING, WITHOUT LIMITATION, WHETHER CAUSED IN WHOLE OR IN PART BY NEGLIGENCE, ACTS OF GOD, TELECOMMUNICATIONS FAILURE, OR THEFT OR DESTRUCTION OF THE SERVICE). IN NO EVENT WILL THE DROPD PARTIES BE LIABLE TO YOU OR ANYONE ELSE FOR LOSS, DAMAGE OR INJURY, INCLUDING, WITHOUT LIMITATION, DEATH OR PERSONAL INJURY. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. IN NO EVENT WILL THE DROPD PARTIES TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES OR CAUSES OR ACTION EXCEED ONE THOUSAND SOUTH AFRICAN RANDS (R1 000.00).

YOU AGREE THAT IN THE EVENT YOU INCUR ANY DAMAGES, LOSSES OR INJURIES THAT ARISE OUT OF DROPD'S ACTS OR OMISSIONS, THE DAMAGES, IF ANY, CAUSED TO YOU ARE NOT IRREPARABLE OR SUFFICIENT TO ENTITLE YOU TO AN INJUNCTION PREVENTING ANY EXPLOITATION OF ANY WEB SITE, SERVICE, PROPERTY, PRODUCT OR OTHER CONTENT OWNED OR CONTROLLED BY THE DROPD PARTIES, AND YOU WILL HAVE NO RIGHTS TO ENJOIN OR RESTRAIN THE DEVELOPMENT, PRODUCTION, DISTRIBUTION, ADVERTISING, EXHIBITION OR EXPLOITATION OF ANY WEB SITE, PROPERTY, PRODUCT, SERVICE, OR OTHER CONTENT OWNED OR CONTROLLED BY THE DROPD PARTIES.

DROPD IS NOT RESPONSIBLE FOR THE ACTIONS, CONTENT, INFORMATION, OR DATA OF THIRD PARTIES, AND YOU RELEASE US, OUR DIRECTORS, OFFICERS, EMPLOYEES, AND AGENTS FROM ANY CLAIMS AND DAMAGES, KNOWN AND UNKNOWN, ARISING OUT OF OR IN ANY WAY CONNECTED WITH ANY CLAIM YOU HAVE AGAINST ANY SUCH THIRD PARTIES.


Indemnification

You (and also any third party for whom you operate an account or activity on the Service) agree to defend (at Dropd's request), indemnify and hold the Dropd Parties harmless from and against any claims, liabilities, damages, losses, and expenses, including without limitation, reasonable attorney's fees and costs, arising out of or in any way connected with any of the following (including as a result of your direct activities on the Service or those conducted on your behalf): (i) your Content or your access to or use of the Service; (ii) your breach or alleged breach of these Terms of Use; (iii) your violation of any third-party right, including without limitation, any intellectual property right, publicity, confidentiality, property or privacy right; (iv) your violation of any laws, rules, regulations, codes, statutes, ordinances or orders of any governmental and quasi-governmental authorities, including, without limitation, all regulatory, administrative and legislative authorities; or (v) any misrepresentation made by you. You will cooperate as fully required by Dropd in the defense of any claim. Dropd reserves the right to assume the exclusive defense and control of any matter subject to indemnification by you, and you will not in any event settle any claim without the prior written consent of Dropd.


Disputes

Save for urgent or interim relief which may be granted by a competent court, in the event of any dispute of any nature whatsoever arising between you and Dropd on any matter provided for in, or arising out of this User Agreement or your use of the Website, then such a dispute shall be submitted to confidential arbitration in terms of the expedited rules of the Arbitration Foundation of South Africa. Arbitration proceedings shall be conducted in Gauteng, South Africa, in English. The expedited arbitration rules may be downloaded from http://www.arbitration.co.za/downloads/expedited_rules.pdf


Time Limitation on Claims

You agree that any claim you may have arising out of or related to your relationship with Dropd must be filed within one year after such claim arose; otherwise, your claim is permanently barred.


Prohibited Conduct

Hyperlinks, Framing, spiders and crawlers: In addition to the basic terms, no person, business or web site may link to any part of the service, or use any technology to search and gain information from the service, without the prior written permission of Dropd. Such permission could be obtained by contacting Dropd (info@dropd.live) In addition, no person, business or web site may:


Third Party Content and Services

Dropd is not responsible for and doesn’t endorse, support or guarantee the lawfulness, accuracy or reliability of any content submitted to, transmitted or displayed by or linked by Dropd, including content provided by users of Dropd or by our advertisers. You acknowledge and agree that by using Dropd, you may be exposed to content which is inaccurate, misleading, defamatory, offensive or unlawful. Any reliance on or use of any content on or accessible from Dropd by you is at your own risk. Your use of the service does not give you any rights in or to any content you may access or obtain in connection with your use of Dropd.

We also do not guarantee the quality, reliability or suitability of any third party services provided, made available, advertised or linked through Dropd and we will bear no responsibility for your use of or relationship with any such third parties or third party services.

We may review (but make no commitment to review) content or third party services made available through Dropd to determine whether or not they comply with our policies, applicable laws and regulations or are otherwise objectionable. We may remove or refuse to make available or link to certain content or third party services if they infringe intellectual property rights, are obscene, defamatory or abusive, violate any rights or pose any risk to the security or performance of Dropd.

There may be, from time to time, third party content and services on Dropd that are subject to further terms – for examples, terms from the relevant third party that originally produced or created such content or service, or terms from the relevant third party in relation to promotional activities being held on Dropd. You agree to comply with any such further terms and conditions as notified to you in relation to your use of such third party content and services.


Third Party Software

The "Third Party Content and Services" section above applies to any software supplied by third parties (including software, plug-ins, tools, codecs, data and content within such software) for use in connection with, or incorporated within, Dropd (" Third Party Software"), including your use of such Third Party Software.

In addition to that section, please note that we are not responsible for and we do not endorse, support or guarantee the quality, reliability or suitability of any such Third Party Software. Any reliance on or use of such Third Party Software is at your own risk.

You must comply with any additional terms and conditions applicable to any such Third Party Software. Please see the section on Open Source Software below for additional details about the third party software and libraries used.

We do not provide any technical support for any Third Party Software. Please contact the relevant supplying third party for such technical support.


Governing Law and Jurisdiction

This service is controlled and operated from the Republic of South Africa and therefore governed by South African law and, subject to the 'Disputes' clause of this User Agreement, you and Dropd submit to the non-exclusive jurisdiction of the South African courts.

If any provision of these Terms of Use is held to be unlawful, void, or for any reason unenforceable during arbitration or by a court of competent jurisdiction, then that provision will be deemed severable from these Terms of Use and will not affect the validity and enforceability of any remaining provisions. Dropd's failure to insist upon or enforce strict performance of any provision of these Terms will not be construed as a waiver of any provision or right. No waiver of any of these Terms will be deemed a further or continuing waiver of such term or condition or any other term or condition. Dropd reserves the right to change this dispute resolution provision, but any such changes will not apply to disputes arising before the effective date of the amendment. This dispute resolution provision will survive the termination of any or all of your transactions with Dropd.


Entire Agreement

If you are using the Service on behalf of a legal entity, you represent that you are authorized to enter into an agreement on behalf of that legal entity. These Terms of Use constitute the entire agreement between you and Dropd and governs your use of the Service, superseding any prior agreements between you and Dropd. You will not assign the Terms of Use or assign any rights or delegate any obligations hereunder, in whole or in part, whether voluntarily or by operation of law, without the prior written consent of Dropd. Any purported assignment or delegation by you without the appropriate prior written consent of Dropd will be null and void. Dropd may assign these Terms of Use or any rights hereunder without your consent. If any provision of these Terms of Use is found by a court of competent jurisdiction to be invalid or otherwise unenforceable, the parties nevertheless agree that such portion will be deemed severable from these Terms of Use and will not affect the validity and enforceability of the remaining provisions, and the remaining provisions of the Terms of Use remain in full force and effect. Neither the course of conduct between the parties nor trade practice will act to modify the Terms of Use. These Terms of Use do not confer any third-party beneficiary rights.


Territorial Restrictions

The information provided within the Service is not intended for distribution to or use by any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation or which would subject Dropd to any registration requirement within such jurisdiction or country. We reserve the right to limit the availability of the Service or any portion of the Service, to any person, geographic area, or jurisdiction, at any time and in our sole discretion, and to limit the quantities of any content, program, product, service or other feature that Dropd provides.


Open Source Software

Further to the "Third Party Software" section contained in these terms, Dropd may use software that is subject to "open source" licences (the " Open Source Software"). Where we use such Open Source Software, please note that:

Auctions

In order to participate in an auction DROPD requires that you read, accept and then follow the below terms and conditions prior to bidding in an auction hosted by a Seller on DROPD.


Contacting Us


If you have any questions or concerns about these Terms of Use, please contact us at info@dropd.live. We will attempt to respond to your questions or concerns promptly after we receive them.


The effective date of these Terms of Use is August 26, 2020. These Terms of Use were written in English. To the extent any translated version of these Terms of Use conflicts with the English version, the English version controls.