DropCircle Terms of Service, Use, Agreement

DropCircle Platform.  The DropCircle Platform is a proprietary internet-based platform (the "DropCircle Platform"), currently hosted at DropCircle.com and its sub-domains and comprised of web sites, e-mail messages and servers, databases, and other Services, which facilitates product sourcing and fulfillment between suppliers and resellers.

DropCircle is owned and operated by DropCircle, Inc., PO Box 57162, Sherman Oaks, California 91413 or its affiliates. DropCircle, DropCircle.com, the Drop Circle are service marks / trade marks of DropCircle, Inc.

These Terms of Service apply to DropCircle and not to the content of third parties.

DropCircle’s customers are Resellers who need sourcing and fulfillment of products for sale in on-line and/or traditional marketplaces and Suppliers who (a) want to make their products available to DropCircle Resellers so that DropCircle Resellers can sell such products to their customers – who are the ultimate consumers of such products (the "End Customers") and (b) are willing to drop-ship such products sold by Resellers directly to the End Customers.

Registration and Eligibility

By registering FOR OR using the DropCircle Platform, YOU (ON BEHALF OF YOURSELF OR THE BUSINESS YOU REPRESENT) AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT, INCLUDING THE SERVICE TERMS AND PROGRAM POLICIES FOR EACH SERVICE FOR WHICH YOU REGISTER.

As used in this Agreement, "we," "us," "our," "DropCircle Platform", "DropCircle.com" and "DropCircle" means New Business Systems, Inc. or any of its affiliates, and "you" means the applicant (if registering as an individual), or the business employing the applicant (if registering as a business).  Capitalized terms have the meanings listed in the Definitions below. If there is any conflict between these general terms and the applicable Service Terms, the Service Terms will govern.

To begin the enrollment process, you must complete the registration process for the Services. As part of the registration, you must provide us with your and your business' legal name, address, phone number, website, and e-mail address. You may also be required, by other DropCircle Users with whom you wish to engage in business, to provide other information besides what DropCircle requires.  DropCircle may restrict or regulate what type of information is required of you by other Users.  However, DropCircle is not responsible for any unauthorized use of such information or any damage arising out of misuse of such information you may provide other Users.  You agree to provide all information required by other Users at your own risk.

We may at any time cease providing the Services at our sole discretion and without notice. DropCircle reserves the right to modify or delete anything posted/uploaded by users, including but not limited to company descriptions, products, terms, or custom application fields.

These Terms and other applicable conditions and notices contained herein govern your use of the DropCircle Platform. Your use of a particular website included within the DropCircle Platform may also be subject to additional terms outlined elsewhere on those sites. The DropCircle Platform may contain links to third party websites that are not owned or controlled by DropCircle. DropCircle assumes no responsibility for the content, privacy policies, or practices of any third party website(s). By using the DropCircle Platform, you expressly relieve us from any and all liability arising from your use of any third-party website.

By using, visiting, or browsing the DropCircle Platform and the DropCircle Website(s), you accept and agree to be bound by these Terms of Service. If you do not agree to these Terms of Service, you should not use the DropCircle Platform.  DropCircle may, in its sole discretion, modify or make additions to these Terms of Service at any time, and you agree to be bound by any such modifications or additions.

These Terms of Service are an ongoing contract between you and DropCircle, Inc. and apply to your use of the DropCircle Platform. These Terms of Service affect your rights and you should read them carefully.

Use of the Services is limited to parties that can lawfully enter into and form contracts under applicable law. Without limiting the foregoing, the DropCircle Platform is not available to minors. Further, the DropCircle Platform is not available to parties whose use of the DropCircle Platform has been suspended or terminated. By accepting this Agreement, you represent that (a) you are eighteen (18) or older and, if applicable, (b) you are authorized to sign for and bind the corporation, partnership or other legal entity that will be using the DropCircle Platform. You shall provide current, complete and accurate registration information, including email address (and credit card information if subscribing for our paid services), and then update the information as required to keep the registration information current, complete and accurate.

As a subscription service, DropCircle may collect payment information from you during your use of the DropCircle Platform, including payment information you provide for use with other Users you may engage with in business. By providing such payment methods to DropCircle, you are explicitly authorizing DropCricle to charge one or more of these methods as fees are due.

Electronic communications

By using DropCircle Platform, you consent to receiving electronic, phone, and mail communications from DropCircle and its Users. These communications will include notices about your account, invitations to add products, order notifications, updates, and other information concerning or related to our service. These communications are part of your relationship with DropCircle and you are entitled to receive them as part of the DropCircle subscription. You agree that any notice, agreements, disclosure or other communications that we send to you electronically will satisfy any legal communication requirements, including that such communications be in writing.

When you send email or other communication to DropCircle, we may retain those communications in order to process your inquiries, respond to your requests and improve our services.

DropCircle may share personal/business information with other companies or individuals in the following circumstances:

We have a good faith belief that access, use, preservation or disclosure of such information is reasonably necessary to (i) satisfy any applicable law, regulation, legal process or enforceable governmental request, (ii) enforce applicable Terms of Service, including investigation of potential violations thereof, (iii) detect, prevent, or otherwise address fraud, security or technical issues, or (iv) protect against imminent harm to the rights, property or safety of DropCircle, its Users or the public as required or permitted by law.

DropCircle may disclose confidential information to those of its agents and/or attorney(s) who need to receive the confidential information, but only after DropCircle has informed them of the confidential nature of the information. 

DropCircle may share with third parties certain pieces of aggregated, non-personal information, such as the number of users who clicked on a particular advertisement. Such information does not identify you personally.

Service testing

From time to time, DropCircle may test various aspects of the DropCircle Platform, and  reserves the right to include you in these tests without notice.

Use of Submitted Information

DropCircle is free to use any ideas, comments, concepts, information, reviews, or techniques contained in any communication you or your affiliates may send to DropCircle, including, without limitation, responses to questionnaires or through postings to the DropCircle Website or forums without further compensation, acknowledgment or payment to you for any purpose whatsoever including, but not limited to, developing, manufacturing and marketing products and creating, modifying or improving the DropCircle Website or other websites. Furthermore, by posting any information on our site, submitting suggestions, ratings, or reviews or in responding to questionnaires, you grant us a nonexclusive, royalty-free license to display, use, reproduce or modify that information.

If you or any of your affiliates elect to provide or make available suggestions, comments, ideas, improvements, reviews or ratings of Users, or other feedback or materials to us in connection with or related to the DropCircle Platform (including any related Technology), we will be free to use, disclose, reproduce, modify, license, transfer and otherwise distribute, and exploit any of the foregoing information or materials in any manner. In order to cooperate with governmental requests, to protect our systems and customers, or to ensure the integrity and operation of our business and systems, we may access and disclose any information we consider necessary or appropriate, including but not limited to user contact details, IP addresses and traffic information, usage history and posted content.

Intellectual property

Copyright

All content included on the DropCircle Platform and delivered to Users as part of our services, including text, graphics, logos, designs, photographs, button icons, images, audio/video clips, digital downloads, data compilations, and software, is the property of DropCircle, or registered Users and is protected by United States and international copyright laws. The compilation of all content on this site is the exclusive property of DropCircle and protected by U.S. and international copyright laws. Content should not be reproduced or used without the prior written consent from DropCircle or registered Users. DropCircle reserves the right to terminate your membership hereunder if DropCircle, in its sole and absolute discretion, believes that you are in violation of this paragraph, such violations including the copying or other unauthorized use of our proprietary content.

Trademarks

DropCircle is a trademark of DropCircle, Inc. DropCircle.com, and other marks indicated on our site are trademarks of DropCircle, Inc. All DropCircle graphics, logos, page headers, button icons, scripts and service names are trademarks or trade dress of DropCircle, Inc. DropCircle’s trademarks and trade dress may not be used in connection with any product or service that is not DropCircle’s, in any manner that is likely to cause confusion among customers, in any manner that dilutes DropCircle's rights, or in any manner that disparages or discredits DropCircle.

All other trademarks not owned by DropCircle that appear on the DropCircle website are the property of their respective owners, who may or may not be affiliated with, connected to, or sponsored by DropCircle. Any images of persons or personalities contained on the DropCircle website shall not be an indication of endorsement of any particular product or our service unless otherwise specifically indicated.

Account access & identity protection.

To better facilitate your ease of access to your account, DropCircle may place a cookie (a small text file) on any computer you use to access the DropCircle Platform.  This cookie will enable us to recognize you as a previous user or as the account holder, when you come back to DropCircle Platform, and enable you with direct access to your account without requiring you to retype any password or other user information. You are responsible for updating and maintaining the truth and accuracy of the information you provide to us relating to your account.

You are also responsible for maintaining the confidentiality of your account and password and for restricting access to your computer. You may not share your account with other people by providing them your password. However, if you decide to share your account with other people, you take full responsibility for their actions and liabilities. Users of public or shared computers should log out at the completion of each visit to the DropCircle Platform.  If you believe that you are a victim of identity theft and it may involve a DropCircle account, you should notify DropCircle immediately. Then, you should report this instance to all your credit card issuers, as well as your local law enforcement agency. DropCircle reserves the right to place any account on hold anytime with or without notification to the subscriber in order to protect itself and its partners from what it believes to be fraudulent activity. DropCircle is not obligated to credit or discount a membership for holds placed on the account by either a representative of DropCircle or by the automated processes of DropCircle.

Users are not allowed to repackage, reproduce, or otherwise resell DropCircle memberships, technology, and/or data without express written consent from DropCircle. Also, bulk downloading or "screenscraping" of data from the DropCircle Platform, service, website or subsidiary websites is prohibited without prior express written permission. Violation will result in the account being canceled and depending on the severity of the violation, we reserve the right to press criminal charges and/or seek civil compensation for damages, expenses, and revenues lost.

Users are not allowed to create or use more than one free Basic Membership account per household and/or company to access the DropCircle Platform.  If DropCircle discovers the use of more than one free Basic Membership account per household and/or company, all associated accounts, including any which have been paid for, will be terminated and there will be no full or partial refunds issued.

Fees, Subscriptions, Cancellations

In order for you to use the DropCircle Platform, you are required to agree to the following Fees, Subscriptions, and Cancellations policy.

The DropCircle Platform is offered to you conditioned on your acceptance without your modification of the terms, conditions, and notices contained herein. Your use of the DropCircle Platform constitutes your agreement to all such terms, conditions, and notices. Your use of a particular DropCircle website included within the DropCircle Platform may also be subject to additional terms outlined elsewhere on those sites.

Changes to these Fees, Subscriptions, and Cancellations policy.

DropCircle reserves the right to occasionally change this Fees, Subscriptions, and Cancellations policy with or without providing you notice.

Changes to the Fees, Subscriptions, and Cancellations policy are effective immediately unless otherwise indicated, and it is your responsibility to check for any changes. The current published version of the Fees, Subscriptions, and Cancellations policy will supersede any and all previous versions.  By continuing to use the DropCircle Platform after changes are made to the Fees, Subscriptions, and Cancellations policy, you express that you agree to be bound by such changes.

Subscription Rates.

All subscription rates listed are in US dollars unless otherwise stated within this policy. In order for Suppliers and Resellers to access and use the DropCircle, they must agree to the following subscription-based payment terms:

Regular Subscription Rates.

These rates apply to all Users that submit valid payment information such as credit cards, debit cards, and all other accepted and valid forms of payment information. All charged fees for service are non-refundable.

Annual subscriptions require a one-year commitment and full payment up front to qualify for an equivalent reduced monthly rate. Annual subscriptions cancelled prior to the end of the subscription period will not be refunded.  Similarly, Quarterly subscriptions require a three-month commitment and full payment up front to qualify for an equivalent reduced monthly rate. Quarterly subscriptions cancelled prior to the end of the subscription period will not be refunded.

See Annual and Quarterly Subscription Cancellation below for more information.

Note: Your subscription fees pay for your right to access and use the DropCircle Platform and other services provided by DropCircle. You are not purchasing any exclusive rights to a web page or information hosting on DropCircle. Furthermore, DropCircle reserves the right to alter pricing or limit subscriptions based on account activity.
* DropCircle, at its sole discretion, reserves the right to start charging you a fee for Basic Membership at any time. If DropCircle decides to start charging you a fee for Basic Membership, you will be given at least a 30 days advance notice to accept the new terms.  If you do not accept your account may be cancelled.

Subscription fees are for the right to access and are not inclusive of product costs, ship rates, drop and/or handling fees and transaction charges. All product costs, ship rates, drop and/or handling fees and transaction charges are paid separately at the time of purchase.

Failure to pay any amounts when due may, in DropCircle's sole discretion, result in your account being suspended or terminated. In additional to all other amounts payable in respect of the services you will also be responsible for any collection and enforcement costs DropCircle incurs.

Limited-Time Offers.

The above mentioned regular subscription rate fee schedule may not apply to you if you have responded to a promotional offer. If you believe you are subject to any special promotional rates and you have any questions as to the fees that apply to your subscription, please address your questions and/or concerns to service@dropcircle.com.

Payment Terms.

In order to register or upgrade to a Full Membership, you are required to place on file with us a valid form of payment such as a credit card, debit card, or other form of valid payment for monthly, quarterly, or annual billing.  Your continued access to the DropCircle Platform is contingent upon the continued validity of your payment method on file and our ability to authorize the form of accepted payment for the payment due.

Payments made on the Billing Cycle Day (as defined below) are purchasing access to the DropCircle Platform and services until the next Billing Cycle Day occurs.

To place your form of payment on file (accepted credit cards include the following: Visa, MasterCard, American Express, Discover) on your DropCircle account, simply complete our secure Upgrade or Registration form. Debit and check cards (with a Visa or MasterCard logo) are an acceptable form of payment in lieu of a credit card.

Accounts without a valid credit card or debit card on file at the end of the billing cycle will be disabled. Disabled accounts will be held in an inactive state until such time as a valid credit card is placed on file and are subject to deletion.

Billing Cycles and Expiration Dates.

Your Billing Cycle Day is the day of the month on which you register for or upgrade to a Full Membership.  Upon registration or upgrade to a Full Membership, you will be billed the entire monthly, quarterly, or annual rate in advance for the entire subscription period.  Subsequent charges will be charged to your credit card on the Billing Cycle Day every month for monthly term memberships, every three months for quarterly term memberships, or every year for annual term memberships on your corresponding Billing Cycle Day. All Billing Cycle Days that fall on the 29^th, 30^th, or 31^st will be charged, at our discretion, on either the 28^th of that month or the last day of that month. 

Example of Monthly Auto-Renewing Membership:

If you register for or upgrade to a Full Membership on February 1^st, your payment method will be charged that day.  Your next Billing Cycle Day will be March 1^st.  You must cancel or change your subscription before your next Billing Cycle Day to avoid additional charges.  Upon cancellation of your subscription, your DropCircle account is terminated starting your account’s next Billing Cycle Day.

Example of Quarterly Auto-Renewing Membership:

If you register for or upgrade to a Full Membership on January 1^st, your payment method will be charged that day.  Your next Billing Cycle Day will be April 1^st. You must cancel or change your subscription before your next quarterly Billing Cycle Day to avoid additional charges.  Upon cancellation of your subscription, your DropCircle account is terminated starting your account’s next quarterly Billing Cycle Day.  If you cancel a quarterly subscription before the end of your quarterly term, you will not be entitled to a prorated refund of any payments.

Example of Annual Auto-Renewing Membership:

If you register for or upgrade to a Full Membership on January 1^st, 2009 your payment method will be charged that day.  Your next Billing Cycle Day will be January 1^st, 2010. You must cancel or change your subscription before your next annual Billing Cycle Day to avoid additional charges.  Upon cancellation of your subscription, your DropCircle account is terminated starting your account’s next annual Billing Cycle Day.  If you cancel an annual subscription before the end of your annual term, you will not be entitled to a prorated refund of any payments.

Account Billing Procedures and Payments.

Your account will be assigned a Billing Cycle Day at the time you register for or upgrade to a Full Membership and select your term of subscription.  This billing cycle and subscription plan choice will determine the statement invoicing date as well as your Billing Cycle Day.

The Billing Cycle Date and subscription type will be clearly displayed at the top of the "Billing History" page under "My Account Settings". Upon login, please check your "Billing Cycle" section on the "Billing History" page, for your Billing Cycle Date. For questions or problems about billing, please e-mail service@dropcircle.com.

Chargebacks

To use and access the DropCircle Platform, you must agree to these Terms of Service.  A chargeback is considered a breach of these terms.  Should we incur a chargeback for any amount that we have charged you, your access to the DropCircle Platform and services will be disabled immediately.  We reserve the right to pursue any and all legal means, including but not limited to civil and/or criminal litigation, to recover any amount we have charged that has been subjected to a chargeback.  Furthermore, by accepting these Terms of Service, you agree that the laws of the State of Delaware and Kern County shall have exclusive jurisdiction over any dispute that may arise between you and DropCircle relating to all aspects of the DropCircle Platform and these Terms of Service. You expressly and irrevocably consent to personal jurisdiction and venue in these courts. Parties will be responsible for each of their respective attorney's fees and court costs.

Disabling of Accounts

If your credit card on file is not valid or can not be authorized for any reason at the end of your billing cycle, your access to the DropCircle Platform will be disabled.  You will have the opportunity to provide a valid form of payment for a limited time, after which your account will be re-enabled.  DropCircle may, at its sole discretion, permanently delete any account for which a valid form of payment is not on file.

Term and Termination.

a.         Term. Subscriptions will commence on the day you register for a Basic Membership or register or upgrade to a Full Membership and shall continue indefinitely unless earlier terminated in accordance with these Terms of Service.  Thereafter, for Full Membership subscriptions, on each Billing Cycle Day, unless User provides to DropCircle a notice of non-renewal at least thirty (30) days prior to such Billing Cycle Day, your Full Membership subscription shall automatically renew for an additional Billing Cycle on the same terms and conditions then in effect at the time of such renewal.

b.         Termination. At any time during your subscription, your subscription may be terminated in accordance with this subsection (b) DropCircle may terminate a Basic Membership subscription at any time, for any reason, without any notice. DropCircle may terminate a Full Membership subscription at any time by providing at least thirty (30) days written notice of such termination to User. User may terminate this Agreement if DropCircle materially breaches this Terms of Service, provided that such termination shall take effect thirty (30) days after DropCircle’s receipt of a notice from User, and such material breach has not been cured by DropCircle during such period. Either party may immediately terminate a Full Membership subscription by notice to the other party upon the occurrence of any of the following events: (i) an order is made or an effective resolution is passed for the dissolution or winding up of the other party, except for the purposes of a merger or restructuring, (ii) a receiver is appointed over all or substantially all of the assets of the other party, (iii) a petition is filed by or against a party under any bankruptcy, insolvency, reorganization, or other similar laws, (v) the other party becomes insolvent or makes any special arrangements or special assignments for the benefit of its creditors or (vi) a party breaches its obligations under these Terms of Service.

c.         Effect of Termination or Expiration. Upon any termination or expiration of a subscription, (i) User shall promptly return all Confidential Information of DropCircle or any other Users held by User or give the other party a certificate of one of its responsible officers that User has permanently destroyed all Confidential Information of the other party, (ii) A Supplier shall continue to ship all Products that have been ordered through the effective date of termination or expiration, (iii) Supplier shall continue to be responsible for handling all returns for Products purchased under these Terms of Service before the effective date of subscription termination, (iv) Reseller shall be responsible for payment of all Products ordered from Suppliers through the effective date of subscription termination or expiration and CERTAIN SECTIONS OF THIS AGREEMENT shall survive any termination or expiration. In addition, upon the giving of any notice of termination or non-renewal, DropCircle shall have the option to remove Suppliers’ products from the DropCircle Platform and services as of such date.

Reseller’s Obligations

Resellers wish to sell and promote the products listed by DropCircle Suppliers on Reseller’s web site located at the URL provided during registration, and is willing to give all sales and or orders resulting from the previously mentioned products solely to the products’ respective Suppliers on DropCircle without question or reservation.

Reseller will pay all amounts due for products purchased from Suppliers using a payment method saved in DropCircle. Suppliers will charge or collect the total amount due at the time of the order unless other written arrangements have been made between Supplier and Reseller. Decline of any supplied credit card may result in the removal of the Reseller from the Supplier’s DropCircle.

Resellers may not use any of the descriptions or images contained within the provided photos for any other purpose other than to gain sales, which will be given to actual Suppliers of respective products. Resellers may not use any images or descriptions provided in any other medium than the specified website without prior written consent of Supplier.

Use of Photos: Resellers may use the images provided by Suppliers for the sole purpose of sending all resulting orders to the Supplier of each photo. Continued participation in DropCircle and Supplier’s dropshipping programs will be based on all orders resulting from the photos and descriptions being forwarded to their rightful Supplier in a timely manner. Use of any and all images provided shall at all times remain to the discretion of Suppliers and DropCircle. Suppliers, at their discretion, shall retain the right to decline the use of any photos by Resellers.

Text and Descriptions: Suppliers authorize or permit any Reseller approved in their dropshipping program to copy or use the text, descriptions, and information pertaining to the items listed by Supplier on DropCircle. Resellers may not use any of the text and descriptions for any other purpose other than to gain sales, which will be given to respective Suppliers of the products. Resellers may not use any text and descriptions provided in any other medium other than in the product information on DropCircle without prior written consent of Supplier.

Suppliers’ products, images, descriptions and trademarks, may only be used for lawful purposes and in a lawful manner. Reseller agrees to comply with all applicable laws, statutes, and regulations regarding the use of Suppliers’ photos and information. Suppliers or DropCircle may report any fraudulent or illegal behavior to the law enforcement officials and DropCircle will cooperate in any manner to ensure violators are prosecuted to the fullest extent permitted by law.

Suppliers retains the right to accept or deny any Reseller applying or requesting participation in their (suppliers) wholesale/drop shipping programs based solely on their (suppliers) discretion.  Suppliers retain the right to revoke any Reseller’s participation in their dropshipping program if they find it in their best interest.

DropCircle is in no way responsible or liable in any way for the success of the Reseller’s site, the accuracy or legality of its content, and operation. Further, Resellers, by agreeing to these terms, have independently evaluated the desirability of participating in any Supplier’s wholesale/drop shipping program and are not relying on any representation, guarantee or statement other than set forth in this agreement.

Warranty

YOU AGREE THAT YOUR USE OF THE DROPCIRCLE PLATFORM SHALL BE AT YOUR SOLE RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, DROPCIRCLE, INC., ITS OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE WEBSITE AND YOUR USE THEREOF. DROPCIRCLE, INC. MAKES NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THIS SITE'S CONTENT OR THE CONTENT OF ANY SITES LINKED TO THIS SITE AND ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT, (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF DROPCIRCLE, (III) ANY UNAUTHORIZED ACCESS TO OR USE OF DROPCIRCLE SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM DROPCIRCLE.COM, (IV) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH DROPCIRCLE BY ANY THIRD PARTY, AND/OR (V) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA DROPCIRCLE. DROPCIRCLE, INC. DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH DROPCIRCLE.COM OR ANY HYPERLINKED WEBSITE OR FEATURED IN ANY BANNER OR OTHER ADVERTISING, AND DROPCIRCLE, INC. WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES. AS WITH THE PURCHASE OF A PRODUCT OR SERVICE THROUGH ANY MEDIUM OR IN ANY ENVIRONMENT, YOU SHOULD USE YOUR BEST JUDGMENT AND EXERCISE CAUTION WHERE APPROPRIATE.

All warranties for products purchased through DropCircle are the responsibility of the respective Suppliers, manufacturers and their agents. All issues, claims and questions concerning product warranties should be submitted directly to the Suppliers. In the event that the product is a health related device or nutritional supplement, all information contained on the website, including information relating to medical and health conditions, products and treatments, is for informational purposes only. The information on the DrioCircle Platform, website, or services or information provided by the Suppliers and manufacturers of the products, or information on product packaging or labels is not meant to be a substitute for the advice of a physician or other medical professional and should not be used for prescribing a medication or diagnosing a health problem. Statements regarding dietary supplements have not been evaluated by the Food and Drug Administration and are not intended to diagnose, treat, cure, or prevent any disease.

Copyrights

DropCircle and its registered Supplier and distribution partners reserve ownership and copyright to all materials published by DropCircle. Reproductions and alterations of individual product images and descriptions may be used for marketing & reselling purposes. You must receive written consent from DropCircle.com for any other use or any modification of product images and other copyrighted materials. DropCircle allows its registered Resellers to resell the products that have been uploaded by DropCircle’s registered Suppliers.

Products

DropCircle diligently strives to provide as accurate information as possible. However, as all specifications and descriptions are provided by the Supplier of the product, DropCircle makes no warranty expressed or implied with respect to accuracy of the information, including price, product descriptions or product specifications. Both the product and manufacturer names are used only for the purpose of identification. Resellers are responsible for making sure the product information is correct prior to selling any products from this site with the product's respective Supplier.

Product Feed Data Export

DropCircle diligently strives to provide as accurate information as possible. However, as all specifications and descriptions are provided by the Supplier of the product, DropCircle makes no warranty expressed or implied with respect to accuracy of the information, including price, product descriptions or product specifications. In addition, due to size, volume of requests and resource constraints; Data Exports, at times, may be delayed or contain data older then what is displayed on the website.

Suppliers may require strict adherence on how their intellectual property is advertised. As such, some products may only be advertised at a Minimum Advertised Price (referred to herein as MAP). For all products under a MAP agreement, we will provide three prices: full price, supply price and MAP. As a reseller, you agree to never advertise any products protected by a MAP agreement to end consumers for less than the MAP price. Products with a MAP will be clearly marked with a MAP price. Under no circumstances shall DropCircle be liable for any direct, indirect, incidental, special, or consequential damages that result from, products purchased using DropCircle. It is the Reseller’s responsibility to verify with the Supplier, any product information, images and descriptions prior to marketing any and all products. Product images are subject to change at anytime and are not to be construed as exact representations of any products ordered since the Suppliers can change their products at any time without any notice.

Taxes

Reseller agrees that it is the sole responsibility of Reseller to collect, report, and remit all taxes to the correct tax authority for all business transactions, sales or revenue stemming from the photos or descriptions provided by Supplier. Reseller further agrees that the Supplier and DropCircle are not obligated to determine whether a sales tax applies and are not responsible to collect, report, or remit any tax information arising from any transaction involving the images or descriptions provided.

Returns

DropCircle assumes no responsibility and makes no warranties in regards to a Supplier’s return policy or willingness to accept returned Products.  It is the Reseller’s sole responsibility to research, understand, and agree to a Supplier’s return policy before making purchases from the Supplier.

Suppliers’ Obligations

Supplier will provide product fulfillment for all sales obtained by Reseller in regards to any images and descriptions of items supplied by Supplier. Supplier will ship all orders placed by the Reseller to the specified End Customer’s address as specified in the "Ship To" address on the order.

The invoice for each sale will only be sent to the Reseller and no invoice will be sent by Supplier to the End Customer.  If Reseller provides a return address on an order, Supplier will print custom labels on packages sent to End Customers that contain the Resellers’ return address.  Otherwise, Supplier has the right to provide no return address on the packages sent to End Customers.

Suppliers retain all rights to all images and descriptions of items provided and retain the right to prohibit the use by Resellers of any and all images and descriptions provided.

a.         The Products.  Supplier will make available to its Approved Resellers, on a wholesale basis for listing and sale via the DropCircle Platform, various products approved from time to time by the Supplier (collectively, the "Products"). The Products shall consist of only items owned by Supplier and located at warehouses owned or controlled by Supplier. Resellers shall order the Products via the DropCircle Platform, and Supplier shall promptly ship and deliver the Products, in accordance with the ordering process set forth in paragraph (e) below. None of the Products offered via the DropCircle Platform shall consist of banned, illegal, counterfeit, stolen or misappropriated items or products nor shall any such Product include any item that infringes on the intellectual property rights of any person or entity. Supplier shall ensure that, to the extent any Product made available to Resellers on the DropCircle Platform hereunder is covered by a manufacturer's warranty, such warranty will not be voided by selling or shipping such Product to DropCircle's Reseller or the End Customer.  

b.         Product Information. With respect to each Product made available on  DropCircle for distribution on the DropCircle Platform, Supplier shall provide, via an electronic data feed or other electronic format, accurate and current Product information, including, but not limited to, quality copy images, title/name of product, wholesale cost, quantity of Product available, product images, product description, weight, shipping cost, category, dimensions, manufacturer's suggested retail price, comparable street pricing, UPC, SKUs and other available marketing-related information (collectively, the "Product Information").  Suppliers will provide Resellers with a detailed listing of all their (supplier) items shown in the photos along with but not limited to the price they will be charged for each product should they approve Reseller to sell the product, shipping amounts and any and all other charges which may be due in affiliation to each product. Supplier will also provide Reseller with the full price (suggested retail price) but not does not promise or suggest those prices to be the best price for Reseller’s web site. The price Reseller charges for each product will be left solely to the Reseller’s discretion as long as the price is not less than any Minimum Advertised Price set on the product by the Supplier.

c.         MAP Pricing; MSRP. Supplier shall be responsible for communicating to DropCircle any minimum advertised retail price ("MAP") and related manufacturer's restrictions. DropCircle will take commercially reasonable steps to ensure Resellers abide by any MAP restrictions. Supplier shall be solely responsible for monitoring and enforcing any MAP restrictions. Supplier shall validate the manufacturer's suggested retail price ("MSRP") and any comparable "street" prices, if applicable.

d.         Supplier's Branding. All Products shipped shall be "blind" in that Supplier shall not include any information on the shipping box, the shipping label, the packaging slip or any other part of the Product regarding the Supplier's identity, the identity of Supplier's affiliates or agents, the identity of DropCircle or any other information regarding the source of the Products unless the Product is explicitly marketed and recognized as a brand-name product.  For example, if a Product is generally recognized in the market as ABC Product, where ABC is the brand name, the Supplier is allowed to indicate that the Product is an ABC product.  However, if mentioning the original source of the Product adds no value to the Product or the Product is otherwise sold without any branding, there must be nothing on the product to indicate from where it was shipped. Supplier may, however, use generic terms such as "Product Warehouse" or "Fulfillment Warehouse" or "Distribution Center" in respect of any Product shipped. In addition, other than any invoice or packaging slip that may be provided by the Reseller, Supplier shall not include any printed material, offers, coupons, stickers or other promotional material unless such material is authorized and/or provided by the Reseller.

e.         Order Fulfillment. Supplier will process and ship all orders within 48 hours of receiving the order from a Reseller and corresponding payment, unless other arrangements have been made between the Reseller and Supplier. All Products will be shipped using a track-able carrier (e.g., UPS, FedEx, DHL, USPS with tracking) and Supplier will upload to DropCircle the tracking information within 12 hours of shipment by entering all tracking information in the appropriate interface for such information on the DropCircle platform.

f.          Returns. DropCircle assumes no responsibility and makes no warranties in regards to a Supplier’s return policy or its willingness to accept returned Products from Resellers or End Customers.  It is the Supplier’s responsibility to state their return policy in the appropriate sections on their company description on DropCircle.

License

You grant DropCircle a royalty-free, non-exclusive, worldwide, perpetual, irrevocable right and license to use, reproduce, perform, display, distribute, adapt, modify, re-format, create derivative works of, and otherwise commercially or non-commercially exploit in any manner, any and all of Your Materials, and to sublicense the foregoing rights to our affiliates and operators of DropCircle, Inc.; provided, however, that we will not alter any of Your Trademarks from the form provided by you (except to re-size trademarks to the extent necessary for presentation, so long as the relative proportions of such trademarks remain the same) and will comply with your removal requests as to specific uses of Your Trademarks (provided you are unable to do so using standard functionality made available to you via the DropCircle Platform); provided further, however, that nothing in this Agreement will prevent or impair our right to use Your Materials without your consent to the extent that such use is allowable without a license from you or your affiliates under applicable law (e.g., fair use under copyright law, referential use under trademark law, or valid license from a third party).

Relationship of Parties

You and DropCircle are independent contractors, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between us. You will have no authority to make or accept any offers or representations on our behalf. You will not make any statement, whether on your site or otherwise, that would contradict anything in this section. This Agreement will not create an exclusive relationship between you and us. Nothing expressed or mentioned in or implied from this Agreement is intended or shall be construed to give to any person other than the parties hereto any legal or equitable right, remedy, or claim under or in respect to this Agreement. This Agreement and all of the representations, warranties, covenants, conditions, and provisions hereof are intended to be and are for the sole and exclusive benefit of DropCircle, you, and relying Resellers or Suppliers.

DropCircle is not involved in the actual transaction between the Supplier and Reseller or the Reseller and End Customer. DropCircle is not the agent of either the Reseller or Supplier.

If Reseller or Supplier are not satisfied with a dropshipping arrangement between themselves and another DropCircle User, either party may terminate the arrangement at any time for any reason.

Use of DropCircle Information

You will not, and will cause your affiliates not to, directly or indirectly: (a) disclose or convey any DropCircle Transaction Information (except you may disclose this information as necessary for you to perform your obligations under this Agreement and provided that you ensure that every recipient uses the information only for that purpose and complies with the restrictions applicable to you related to that information); (b) use any DropCircle Transaction Information for any marketing or promotional purposes whatsoever (except as permitted below), or otherwise in any way inconsistent with our or your privacy policies or applicable Law; (c) contact an End Customer that has ordered Your Product from a Reseller that has not yet been delivered with the intent to collect any amounts in connection therewith or to influence such Person to make an alternative purchase; (d) disparage us, our affiliates, or any of their or our respective products or services; or (e) target communications of any kind on the basis of the intended recipient being an DropCircle user. The terms of this section do not prevent you from using other information that you acquire without reference to DropCircle Transaction Information for any purpose, even if such information is identical to DropCircle Transaction Information, provided that you do not target communications on the basis of the intended recipient being a DropCircle user.

Indemnification

You release us and agree to indemnify, defend and hold harmless us (and our officers, directors, employees, and agents) against any claim, loss, damage, settlement, cost, expense or other liability (including, without limitation, attorneys' fees) (each, a "Claim") arising from or related to: (a) your actual or alleged breach of any obligations in this Agreement; (b) any sales channels owned or operated by you, Your Products (including the offer, sale, fulfillment (except with respect to those of Your Products that are fulfilled using the DropCircle Platform or services, if any), refund, or return thereof), Your Materials, any actual or alleged infringement of any Intellectual Property Rights by any of the foregoing, and any personal injury, death or property damage related thereto; or (c) Your Taxes. You will use counsel reasonably satisfactory to us to defend each indemnified Claim. If at any time we reasonably determine that any indemnified Claim might adversely affect us, we may take control of the defense at our expense. You may not consent to the entry of any judgment or enter into any settlement of a Claim without our prior written consent, which may not be unreasonably withheld.

Supplier shall indemnify, defend, and hold DropCircle, its affiliates, and their respective officers, directors, employees and agents harmless from and against any and all claims, losses, liabilities, damages, and expenses (including, but not limited to all attorneys' fees and disbursements, and costs of investigation) (collectively, "Claims") arising out of, under, or in connection with (a) any Product ordered or purchased by Resellers, whether such Claim arises in contract, tort, product liability, infringement, warranty or otherwise, (b) any marketing material, promotional material, Product Information, or similar materials that are found to be false, misleading, inaccurate, or in violation of any applicable law, provided that DropCircle’s use of such materials is in a manner contemplated by Supplier, (c) that DropCircle’s use of the Products, infringes upon the intellectual property right of any third-party and (d) any breach of Supplier's obligations hereunder or any breach of any of the representations and warranties of Supplier contained in this Agreement.

User hereby agrees to, at its own expense, indemnity, defend and hold DropCircle and our subsidiaries, affiliates, officers, directors, agents, and employees harmless from and against any loss, cost, damages, liability, or expense arising out of or relating to (a) a third-party claim, action or allegation of infringement, misuse or misappropriation based on information, data, files or other content contained within the DropCircle Platform; (b) any fraud, manipulation, or other breach of this Agreement by you; (c) any third-party claim, action or allegation brought against DropCircle arising out of or relating to a dispute with you over the terms and conditions of an agreement or related to the purchase or sale of any goods or services; (d) your violation of any law or the rights of a third party; or (e) your use, or DropCircle's provision, of the Services or use of your account by any third party. DropCircle will have the right to participate in its defense and hire counsel of its choice, at your expense. You will not settle any action or claims on DropCircle's behalf without the prior written consent of DropCircle, Inc.

DropCircle shall indemnify, defend, and hold Supplier or Reseller, their affiliates, and their respective officers, directors, employees and agents harmless from and against any and all Claims arising out of, under, or in connection with any breach of any of DropCircle’s obligations hereunder or any breach of any of the representations and warranties of DropCircle contained in this Agreement.

Limitation of Liability

In no event shall either party be liable for any consequential, incidental, indirect, special, punitive, or exemplary damages as a result of a claim arising under this agreement however such claim may arise, whether in contract, tort, strict liability or otherwise, whether foreseeable or not, even if a party has been advised of the possibility of such damages.

IN NO EVENT SHALL DROPCIRCLE, INC., ITS OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS, BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES WHATSOEVER RESULTING FROM ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT, (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF DROPCIRCLE, (III) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM OUR WEBSITE, (IV) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE, WHICH MAY BE TRANSMITTED TO OR THROUGH OUR WEBSITE BY ANY THIRD PARTY, AND/OR (V) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF YOUR USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA DROPCIRCLE, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT THE COMPANY IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.

General Release

Because DropCircle is not involved in dealings between our Suppliers and Resellers or between our Resellers and End Customers, if a dispute arises between you and another party, you release DropCircle (and its directors, agents and employees) from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such disputes. Further, you waive any rights you may have under California Civil Code Section 1542 (or any other similar statute) which states: "a general release does not extend to claims which the creditor does not know or suspect to exist in his favor a the time of executing the release, which if known by him must have materially affected his settlement with the debtor."

You acknowledge and agree that DropCircle is not responsible for the availability of Suppliers and Resellers and does not endorse and is not responsible or liable for any services, content, advertising, products or other materials on or available from such Suppliers or Resellers. You agree that DropCircle shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such services, content, advertising, products or other materials.

You acknowledge and agree that DropCircle does not control and is not responsible for information provided by other users, including Suppliers or Resellers, which is made available on the site. You may find other user's information to be offensive, harmful, inaccurate or deceptive. You agree that DropCircle shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such information.

Definitions

"Your Materials" means all Technology, Your Trademarks, Content, Product information, data, materials, and other items provided or made available by you or your affiliates to DropCircle or its affiliates.

"Your Trademarks" means Trademarks of yours that you provide to us: (a) in non-text form for branding purposes; and (b) separate from (and not embedded or otherwise incorporated in) any product specific information or materials.

"Service" means each of: the Selling on DropCircle Platform or services; Buying on DropCircle Platform;

"Services" means any of the sites, features, tools, and information available to you by the DropCircle Platform.

"Service Terms" means the service terms specific to each Service set forth herein and made a part of this Agreement upon the date you elect to register for the applicable Service.

"Technology" means any: (a) ideas, procedures, processes, systems, methods of operation, concepts, principles and discoveries protected or protectable under the Laws of any jurisdiction; (b) interfaces, protocols, glossaries, libraries, structured XML formats, specifications, grammars, data formats, or other similar materials; and (c) software, hardware, code, technology or other functional item.

"Trademark" means any trademark, service mark, trade dress (including any proprietary "look and feel"), trade name, other proprietary logo or insignia or other source or business identifier, protected or protectable under any Laws.

"Transaction Information" means any information contained within an order placed by a Reseller to the Supplier for a Product and all associated communication.

"Your Product" or "Product" means any product that is made available for listing for sale, offered for sale, or sold by you through the DropCircle Platform, and/or fulfilled or otherwise processed through the DropCircle Platform or services.

"DropCircle Platform" is a proprietary internet-based platform (the "DropCircle Platform"), currently hosted at DropCircle.com and its sub-domains and comprised of web sites, e-mail messages and serves, databases, and other Services, which facilitates product sourcing and fulfillment between suppliers and resellers.

"Reseller" means any user who uses DropCircle to find Suppliers and their Products, which the user will market, advertise, and sell before actually purchasing the sold Product from its Supplier, who will ship the purchased Product directly to the user’s End Customer.

"Approved Reseller" means a Reseller of a Supplier who has approved the Reseller to market, advertise, and sell, without having to first purchase, certain Products approved by the Supplier.

"Supplier" means a user who uses DropCircle to list Products  that his/her Approved Resellers can market, advertise, list, and sell before having to first purchase the Product, which the user will ship directly to Approved Reseller’s End Customers when the Approved Resellers purchase the Products.

"End Customer" means a Reseller’s customer, who has placed an order for a Product from a Reseller and who receives the Product directly from the Supplier of the Product.

"Confidential Information" means any proprietary information, technical data, trade secrets or know-how, including, but not limited to, research and development information, product plans, products, services, customer lists and customers, suppliers, software developments, inventions, processes, formulas, technology, designs, drawings, engineering information, hardware configuration information, marketing information, costs, pricing, finances or other business information disclosed during the course of the service term.

"Website" means all of the web pages, graphics, and other information available on the DropCircle.com domain and any of its sub-domains.

"Free Account" or "Basic Membership" means an account or membership to DropCircle for which no subscription has been purchased by the User.