Last Updated: June 12, 2022

Agreement To Be Bound

The following Terms of Service, together with the relevant information set out on the Web site and/or provided via the Services, including any features and services available, such as RSS feeds, podcasts, video and photographs, publications, and other materials are subject to the Terms and Conditions set forth below. Please read them carefully as any use of this Web site and our Services constitutes an agreement, without acceptance, to be bound thereby by the User. By using the Web site and our Services you represent that you are at least eighteen (18) years old, have read and understand the Terms of Service and that you agree to be bound by these Terms of Service as set forth below.

These Terms and Conditions may be subject to General Website Terms and Conditions and our Privacy Policy.

SECTION I: DEFINITIONS

As used herein, the following terms shall have the following definitions:

1. References to “Vendor” mean a registered Private Label Vendor of the Service Provider.
2. References to “Dispute” mean any claim, conflict, controversy, disagreement between the Parties arising out of, or related in any way to, these Terms (or any Terms, supplement, or amendment contemplated by these Terms,) including, without limitation, any action in tort, contract or otherwise, at equity or at law, or any alleged breach, including, without limitation, any matter concerning the meaning, effect, validity, performance, termination, interpretation or enforcement of these Terms or any terms contemplated by the Terms.
3. References to “Effective Date” mean the date the Vendor signs an agreement with the Service Provider.
4. References to “Material Breach” mean any breach of these Terms upon the occurrence of which a reasonable person in the position of the non-breaching Party would wish to immediately terminate these Terms because of that breach.
5. References to the “Services” mean any and all services offered by Service Provider, including but not limited to private label on-demand automation services. 
6. References to the “Terms” and/or “Agreement,” mean this, these Terms of Service as set forth herein.
7. References to “Service Provider” and/or “Dropified,” mean Dropified, LLC, and its subsidiaries, parents, and affiliates.
8. References to the “Web site” mean the Web sites bearing the URLs www.dropified.com and app.dropified.com as well as any other Web site owned and/or operated by Service Provider related to the Services.
9. References to “Products” are consumable products related, but not limited to, supplements, vitamins, sports nutrition, pet supplements, skincare, and CBD.
10. References to “Member(s)” is the clients and registrants of the Service Provider.
11. References to “Signed Agreement” is the external document signed by both parties listing any agreed upon terms and conditions specific to the parties involved.

SECTION II: GENERAL PROVISIONS

2.1. About the Services. Service Provider provides an online tool that allows Members to perform several functions to help automate or semi-automate their drop-shipping or private label on-demand businesses. A current list of the Services provided via Dropified can be found online at https://www.dropified.com and is subject to change from time to time, without notice, and pursuant to Dropified’s sole and exclusive discretion.

2.2. Success, Compliance Not Guaranteed. The vendor agrees and acknowledges that, due to the nature of the Services, Service Provider cannot guarantee an increase in Vendor’s product sales or an increased efficiency in Vendor’s drop-shipping processes.

2.3. Restrictions and Responsibilities. In addition to the other restrictions on use set forth herein, the Vendor will not, directly or indirectly: reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code, or underlying structure, ideas, know-how, or algorithms relevant to the Services or any software, documentation or data related to the Services (“Software”); modify, translate, or create derivative works based on the Services or any Software (except to the extent expressly permitted by Service Provider or authorized within the Services); use the Services or any Software for timesharing or service bureau purposes or otherwise for the benefit of a third, or remove any proprietary notices or labels. Further, the Vendor may not remove or export from the United States or any other authorized territory or allow the export or re-export of the Services, Software or anything related thereto, or any direct product thereof in violation of any restrictions, laws, or regulations of the United States Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, the EU embargoed countries list set forth by the E.U. Common Foreign and Security Policy, or any other United States or European Union or foreign agency or authority. As defined in FAR section 2.101, the Software and documentation are “commercial items” and according to DFAR section 252.227‑7014(a)(1) and (5) are deemed to be “commercial computer software” and “commercial computer software documentation.” Consistent with DFAR section 227.7202 and FAR section 12.212, any use modification, reproduction, release, performance, display, or disclosure of such commercial software or commercial software documentation by the U.S. Government will be governed solely by the terms of this Agreement and will be prohibited except to the extent expressly permitted by the terms of this Agreement. The Vendor represents, covenants, and warrants that the Vendor will use the Services only in compliance with Service Provider’s standard published policies then in effect (the “Policy”) and all applicable laws and regulations. The Vendor shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access, or otherwise use the Services, including, without limitation, modems, hardware, servers, software, operating systems, networking, web servers, and the like (collectively, “Equipment”). The Vendor shall also be responsible for maintaining the security of the Equipment, Vendor account, passwords (including but not limited to administrative and user passwords), and files, and for all uses of Vendor account or the Equipment with or without Vendor’s knowledge or consent.

2.4. System Updates. The Services will include all updates and new versions of the Software. However, Dropified may release new services, products, or modules that are not covered in this Agreement and which may be subject to additional fees. While the Service provider will work to notify the Vendor of any expected Service outages, the Vendor acknowledges that system downtime may occur without prior notice.

2.5. Modifications and Changes to the Services. We may modify, add to, suspend, or delete any aspect of the Services offered by us, in whole or in part, at our sole discretion at any time, with such modifications, additions, or deletions being immediately effective. Such modifications, additions, or deletions may include but are not limited to content offered, hours of availability, and equipment needed for access or use.

2.6. General Prohibited Uses of Website and Services. In addition to the other restrictions on use set forth herein, you agree and acknowledge that you shall not use the Web site and Services: (a) for any unlawful purpose; (b) to solicit Users to perform or participate in any unlawful acts or to engage in acts that are unrelated to the purpose(s) of the Web site ro the Services; (c) to violate any international, governmental, federal, provincial or state regulations, rules, laws, or local ordinances; (d) to infringe upon or violate our intellectual property rights or the intellectual property rights of others; (e) to harass, abuse, insult, harm, defame, slander, disparage, intimidate, or discriminate based on gender, sexual orientation, religion, ethnicity, race, age, national origin, or disability; (f) to submit false or misleading information; (g) to upload or transmit viruses or any other type of malicious code that will or may be used in any way that will affect the functionality or operation of the Web site or the Services; (h) to collect or track the personal information of others; (i) to spam, phish, pharm, pretext, spider, crawl, or scrape; (j) for any obscene or immoral purpose; or (k) to interfere with or circumvent the security features of the Web site or the Services. We reserve the right to terminate your use of the Web site and the Services for violating any of the prohibited uses or for any other reason in our sole and exclusive decision.

SECTION III: ACCOUNTS, USE OF THE SERVICES

3.1. Online Accounts. Vendor shall be given the opportunity to register via an online registration form to create a Vendor account, (hereinafter Vendor’s “Account,”) that will allow the Vendor to receive information from Service Provider and/or to participate in certain features of the Services. Service Provider will use the information Vendor provides in accordance with Service Provider’s Privacy Policy. The Vendor represents and warrants that all information Vendor provides on the registration form is current, complete, and accurate to the best of the Vendor’s knowledge. The Vendor agrees to maintain and promptly update Vendor’s registration information so that it remains current, complete, and accurate. During the registration process, the Vendor may be required to choose a password. The Vendor acknowledges and agrees that Service Provider may rely on this password to identify Vendor. The Vendor is responsible for all use of Vendor’s Account as well as any action taken thereunder, regardless of whether Vendor authorized such access or use, and for ensuring that all use of Vendor’s Account complies fully with the provisions of these Terms of Service.

3.2. Right to Monitor. Service Provider shall have the right to monitor Vendor’s Account in Service Provider’s sole and exclusive discretion.

3.3. Data Confidentiality. Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has disclosed or may disclose business, technical or financial information relating to the Disclosing Party’s business (hereinafter referred to as “Proprietary Information” of the Disclosing Party). Proprietary Information of Service Provider includes non-public information regarding features, functionality, and performance of the Service. Proprietary Information of Vendor includes non-public data provided by Vendor to Service Provider to enable the provision of the Services (“Vendor Data”). The Receiving Party agrees: (i) to take reasonable precautions to protect such Proprietary Information, and (ii) not to use (except in performance or development of the Services or as otherwise permitted herein or in the Service Provider’s Privacy Policy, attached hereto) or divulge to any third person any such Proprietary Information. The Disclosing Party agrees that the foregoing shall not apply with respect to any information after five (5) years following the disclosure thereof or any information that the Receiving Party can document (a) is or becomes generally available to the public, or (b) was in its possession or known by it prior to receipt from the Disclosing Party, or (c) was rightfully disclosed to it without restriction by a third party, or (d) was independently developed without the use of any Proprietary Information of the Disclosing Party or (e) is required to be disclosed by law. The Vendor shall own all rights, title, and interest in and to the Vendor Data. Service Provider shall own and retain all right, title, and interest in and to (a) the Services and Software, all improvements, enhancements, or modifications thereto, (b) any software, applications, inventions, or other technology developed in connection with the Services, Vendor feedback or technical support, and (c) all intellectual property rights related to any of the foregoing. Notwithstanding anything to the contrary, Service Provider shall have the right to collect and analyze data and other information relating to the provision, use, and performance of various aspects of the Services and related systems and technologies (including, without limitation, information concerning Vendor Data and data derived therefrom), and Service Provider will be free (during and after the term hereof) to (i) use such information and data to improve and enhance the Services and for other development, diagnostic and corrective purposes in connection with the Services and other Service Provider offerings, and (ii) disclose such data solely in aggregate or other de-identified forms in connection with its business. No rights or licenses are granted except as expressly set forth herein.

3.4. Service Levels. The Services shall be available Ninety-Nine Percent (99.9%) measured monthly, excluding holidays and weekends and scheduled maintenance. If the Vendor requests maintenance during these hours, any uptime or downtime calculation will exclude periods affected by such maintenance. Further, any downtime resulting from outages of third-party connections or utilities or other reasons beyond the Service Provider’s control will also be excluded from any such calculation. Service Provider does not warrant that the Services will be free of downtime and cannot be held liable therefore.

3.5. Termination. Vendors may terminate their agreement and use of the Services at any time with 60 days written notice.

3.6. Right of Refusal, Limitation, Discontinuation, and Termination. The Service Provider reserves the right to refuse to provide access to the Services for any reason at any time in our sole and exclusive discretion.

SECTION IV: VENDOR SERVICE LEVEL AGREEMENTS

4.1. Compliance and Opportunity. Dropified reserves the right to work with suppliers who are in full compliance with industry standards, and additionally go above and beyond requirements to fulfill their certifications at the highest level. The following sections are standard to the current partnerships that Dropified has developed. Vendors are welcome to utilize this partnership as a source of increased revenue, however, are required to leave an opportunistic margin for end sellers.

4.2. Registration and Certification. Vendors will have the following registration and certification requirements in order to facilitate the partnership opportunity with Dropified. The following will be considered standard for the products of this agreement. All other consumable product or non-consumable product categories will be subject to additional evaluation by industry standards. The Vendor must be an FDA-registered facility, with GMP Certification, and provide the Service Provider with Certifications of Analysis for all products.

4.3. Inventory Guidelines. Vendors are responsible for maintaining healthy inventory counts in order to maintain a high-quality product and vendor ranking. The Service Provider will be tracking feedback on product quality and Vendor ratings from Members. This will be the basis of continuance with the vendor partnership. Inventory in Good Standing refers to the ability of the vendor to ensure products are in stock through fluctuating inventory levels. The Vendor agrees to complete the proper due diligence and inventory monitoring in order to project lead times with a greater sense of accuracy. Out of stocks can and does occur, due to unforeseen circumstances – the Vendor will make a reasonable effort to ensure products remain in stock. In the event of a projected out-of-stock – the Vendor must notify the Service Provider in advance. This must be accompanied by a projected timeline for replenishment – if no timeline is given or the timeline exceeds 30 days without sufficient reason, the Vendor will have their Vendor record and rating reflected. The Vendor will make a reasonable effort to ensure proper lead time to replenish stock – making this a viable and fair timeline. The Service Provider will notify its Members of the projected out-of-stock.

4.4. Discontinued Products. Discontinuing a product from the lineup may occur due to the inability to source ingredients to replenish the inventory, the product does not have previously forecasted demand, product compliance change occurs, or the product has received overwhelming unsatisfactory reviews.

The process for discontinuing a product must follow the following steps in order to be finalized:

1. The vendor informs Dropified of the potential for discontinuation of the product.
2. Dropified informs clients of the potential for discontinuation of the product with associated reasoning listed in the previous section.
3. Receive and evaluate the feedback from Dropified clients – make mutually beneficial next steps decisions on alternative sourcing, or secured inventory by parties providing feedback.
4. Provide a concrete timeline for the date of discontinuation. 
5. Remove the product from the application and the Dropified catalog.
6. Evaluate vendor rating due to reason for discontinuation.

Should this occur more than 5 times per year (or to more than 10% of vendor-supplied products, whichever is greater), the vendor relationship will be evaluated for continuance at the point of occurrence.

4.5. Sale Products. Products may be placed on sale to promote sales. This can be the result of an impending optimum freshness date (Certification of Analysis expiring for the lot), or simply to spark its movement if projections for its demand have become inaccurate. In doing so, the following will be conducted:

1. The vendor communicates to the Service Provider the products that are going on sale.
   1. New Pricing Provided.
   2. New Mark Up Provided.
   3. Reasoning Provided (may or may not be communicated to Members).
   4. End of Sale Date Provided.
2. Dropified communicates the new sale pricing and timelines to clients.
3. A representative from Dropified makes the appropriate in-app alterations to the product.
4. Sales are lifted and the product pathway (replenishment or discontinuation) is completed.

4.6. Vendor Team and Communications. In order to maintain high-quality communications, Dropified advises the Vendor to have the following dedicated personnel for the private label program. Each will facilitate a specific section of requirements. Depending on volume – these may or may not be full-time roles of the individuals and may allow for the same individual to facilitate more than one role.

1. Account Manager. This role will facilitate top-level communications with Dropified. This includes, but is not limited to, product replenishment details, product specifications, new product introductions, distribution delays or alterations, contract elements, and anything else pertaining to maintaining a strong set of communications during the partnership with Dropified.
2. Dedicated Distribution and Fulfillment Representative. In the beginning, this role is typically fit for one individual – but will require quick additions and adaptation as the volume with the vendor grows. This role receives product orders via Dropfiied and ShipStation, prints labels, package product and sends them off to the receiver. They will also be responsible for order address verification requests, as well as timely review and implementation of communications of order cancelations and alterations.
3. Compliance and Quality Control Representative. In order to remain compliant with the FDA Registration and GMP Certification. Dropified will require access and communications from a quality control representative who is familiar with the certification and registration requirements. They will be able to complete final label approvals, as well as answer or research and respond to any compliance and ingredient-related questions.

4.7. Shipping and Fulfillment. The following standards are currently in place for Service Provider’s vendor relationships. Any alterations to these standards must be approved by both parties. These standards are in accordance with the requirements of sales channel platforms that Dropified clients utilize to market their products. 

1. Processing Timeline. In order to maintain an excellent Member experience, the following processing time guidelines have proven to be sufficient in both Dropified client and end-customer satisfaction. The standard cutoff time for same-day shipping is 11:00 AM CST – orders must be processed within 2 business days unless advised. In the event of a delay, communications must be completed within the appropriate Slack channel in order for Dropified to advise their clients appropriately. 
2. Shipment Delays. Typical reasons for shipment delays include inclement weather which does not allow the distribution representatives to safely access the warehouse, or shipment partners (USPS, UPS, etc.) not completing order pickups. Additionally, there may be a shipment delay to an incorrect or insufficient address. Dropified will work to conduct software improvements in order to verify addresses in advance of reaching the fulfillment center – however, challenges during this process may still occur.
3. Shipping Timeline. The provided shipping timelines will be provided by the shipping partner and carrier of the goods. Dropified and the vendor partner will strive to select and make available the fastest possible shipping options only. In the event Dropified clients request and accept slower shipments in favor of cost savings – the partners of Dropified and the vendor will source acceptable options to introduce to the platform. The following timelines will be a guide for all shipping partners that are introduced to the platform.
4. USA Domestic Shipping. Domestic shipping will primarily be facilitated by USPS, with First Class and Priority Mail being the utilized shipping types. Typical timelines for this will be 1-3 business days for delivery following the processing timeline.
5. International Shipping. International shipments will be facilitated by UPS and USPS (or other presented and viable alternatives. The vendor will provide the best combination of pricing and speed in the shipping rates, with a goal of 3-5 business days for delivery. More economical shipping options for international shipments may see timelines in the 7-15 business day range.
6. Shipping Additional Details. Fulfillment will take place Monday through Friday (unless weekend shipments are commonly provided by the vendor, in this case, will be value-added and encouraged). Orders received by 11:00 AM CST will ship the same business day. Any orders received after the cutoff time will ship the next business day. Federal Holidays in the United States will be observed, anything additional to this will be communicated to Dropified in advance in order to be relayed to the Members.

4.8. Returns, Damaged or Lost Products. The Service Provider will recommend its Members have an excellent guarantee and refund policy in order to gain end-customer confidence and refrain from returning goods to the Vendor. The Vendor may provide the Service Provider with their restocking fees in the event of a return to sender, or the client returns the goods. Any goods that have been opened or are observed to be tampered with will be discarded. Returns due to undeliverable or undesired (untampered) goods will be accepted and restocked by the vendor. The return shipping cost will be deducted from Member refunds and be handled by the Service Provider. In order to remain in accordance with anonymity and private labeling, the return address will be the vendor's fulfillment center name and address and not the manufacturer's name and address. Goods that are reported to have internal packaging damage, will require a refund or replacement at the expense of the vendor. This is the quality assurance promise the Service Provider will have to its Members. Shipments that are visibly damaged in transit will be the obligation of the Members to decide whether or not they would like to replace the item for their end-customer. The Vendor will provide communications and assistance when required for Members seeking a settlement on insured packages. The Vendor will provide communications and assistance in communicating with shipping partners in the event of a lost or stolen package. Should Members want to replace a lost or stolen package, they will be responsible for the associated costs.

4.9. Insurance Requirements. Service Provider advises their Members to pursue their own Product Liability Insurance when they feel it is necessary to protect their brand. The Vendor will provide proof of Product Liability Insurance to the Service Provider and list the Service Provider as additionally insured. The Service Provider will also provide the vendor with its own proof of Product Liability Insurance. 

4.10. Payment Processing and Settlements. Payments for products will be conducted automatically through the Dropified software. The Dropified Success Team will also work with Dropified clients on any order alteration charges and refunds accordingly. Service Provider shall provide an accounting of sales of the Products no less frequently than one time monthly (the “Sales Report”) and Vendor shall be entitled to receive full payment for the sales of any Products by the 15th day of the month following the previous month’s sales, keeping the agreed upon percentage of the transaction value (as per signed agreement), as per the partnership agreement. Such payment may be made via check, wire transfer, or ACH to the Product Vendor’s bank account of record.

SECTION VI: DISCLAIMERS; LIMITATIONS OF LIABILITY; INDEMNIFICATION

5.1. Disclaimer of Warranty. The Service Provider shall use reasonable efforts consistent with prevailing industry standards to maintain the services in a manner that minimizes errors and interruptions in the services and shall perform the services in a professional and workmanlike manner. services may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by the Service Provider or by third-party providers, or because of other causes beyond the Service Provider’s reasonable control, but the Service Provider shall use reasonable efforts to provide advance notice in writing or by e-mail of any scheduled service disruption. however, the service provider does not warrant that the services will be uninterrupted or error-free; nor does it make any warranty as to the results that may be obtained from the use of the services. except as expressly set forth in this section, the services are provided “as is” and the service provider disclaims all warranties, express or implied, including, but not limited to, implied warranties of merchantability and fitness for a particular purpose and non-infringement.

5.2. Limitation of Liability. (a) Vendor agrees that the use of the services is at Vendor’s sole risk. Neither Service Provider nor Service Provider’s affiliates nor any respective employees, agents, third-party content providers, or licensors warrant that the use of the services shall be uninterrupted or error-free; nor does the Service Provider make any warranty as to the results that may be obtained from the use of the services or as to the accuracy, reliability or content of any information provided. (b) Any downloadable software, products, or other materials, without limitation, is provided on an “as is” basis without warranties of any kind, either express or implied, including, but not limited to, warranties of title or implied warranties of merchantability or fitness for a particular purpose against infringement, other than those warranties which are implied by and incapable of exclusion, restriction or modification under the laws applicable to these terms of use. (c) Although all information and materials provided via the services are believed to be reliable, the Service Provider makes no representations, neither expressly nor impliedly, as to the accuracy, completeness, timeliness, or reliability of the services. (d) In no event shall service provider, service provider’s employees, subsidiaries, parents, agents, partners, third-party content providers, vendors, and/or service provider’s or their respective directors, officers, and members, be liable to Vendor or anyone else for any loss or damages whatsoever, including but not limited to any direct, indirect, special, consequential, incidental, punitive, or other damages, including but not limited to exemplary, reliance, or consequential damages, loss of profits, personal injury or death, property damage, reputational harm, or loss of information or data, arising out of or related to the use of or inability to use the services. (e) Service Provider disclaims any and all liability of any kind for any unauthorized access to or use of Vendor’s data information. By utilizing the services, Vendor acknowledges and agrees to the Service Provider’s disclaimer of any such liability. If Vendor does not agree, Vendor should not access or otherwise utilize the services. (f) Service Provider’s liability, and (as applicable) the liability of Service Provider’s subsidiaries, officers, directors, employees, and suppliers, to Vendor or any third parties in any circumstance, is limited to the greater of (a) the amount of fees Vendor pays to Service Provider in the twelve (12) months prior (in cases where applicable as per the signed agreement) to the action giving rise to liability, or (b) one thousand u.s. dollars and no/cents ($1,000.00,) whichever is greater. Some jurisdictions do not allow the limitation or exclusion of liability for incidental or consequential damages, so some of the above limitations may not apply to certain Vendors. The above limitations shall survive these Terms and inure to the benefit of Service Provider and Service Provider’s affiliates and respective directors, officers, employees, and agents.

5.3. Indemnification. Vendor agrees to defend, indemnify and hold harmless the Service Provider and its directors, officers, employees, contractors, subsidiaries, parents, agents, partners, third-party content providers, and vendors from and against all claims, suits, and expenses, including attorneys’ fees, arising out of or related to (a) Vendor’s use of the services; (b) Vendor’s noncompliance with or breach of this agreement; (c) Vendor’s violations of any third-party rights, including third-party intellectual property rights; or (d) the unauthorized use of the services by any other person using Vendor’s information.

SECTION VI: GOVERNING LAW; ARBITRATION

6.1. Governing Law. These Terms shall be governed and construed in accordance with the laws of the state of Alabama without regard to its conflicts of law provisions. Vendor agrees to submit to the personal jurisdiction of the courts located in Jefferson County, Alabama, and any cause of action that relates to or arises from these Terms and/or the Services must be filed therein unless subject to the binding arbitration provisions of Section 6.2, infra.

6.2. Arbitration. The Parties agree that any dispute concerning, relating, or referring to these Terms and/or the Services shall be resolved exclusively by binding arbitration in accordance with the substantive laws of the state of Alabama and shall be brought for arbitration in Jefferson County, Alabama, pursuant to the rules of the American Arbitration Association. The arbitrator and not any federal, state, or local court or agency shall have exclusive authority to resolve any dispute relating to the interpretation, applicability, enforceability, conscionably, or formation of this contract, including but not limited to any claim that all or any part of this contract is void or voidable. Nothing herein prevents either Party from seeking any interim injunction it deems necessary in order to preserve the status quo prior to the resolution of any dispute, in any jurisdiction.

SECTION VII: INTELLECTUAL PROPERTY

7.1. Ownership. All proprietary software, third-party licensed software, software libraries, services, methodologies, techniques, algorithms, tools, materials, products, ideas, designs, and know-how used by Dropified in providing the Services (including all reports and their copies, enhancements, modifications, revisions, and derivative works of any of the foregoing) and deliverables (whether oral or written) are, and shall remain, the sole and exclusive property of Dropified. Nothing herein shall cause or imply any sale, license, or other transfer of proprietary rights of or in any third party software or products from Dropified to Vendor.

7.2. Grant of License. Service Provider reserves the right to reference Vendor on public Vendor lists and to use Vendor’s name and logo on the Service Provider’s Web site for marketing purposes when necessary. Additionally, Service Provider may request the use of Vendor’s name and/or logo in press releases, advertising material, and other promotional material. The Service Provider may, subject to Vendor’s written approval also publish a case study outlining the success of the project, provided that it does not disclose any confidential information. Any such intent for use of Vendor marks will be presented to the Vendor in advance.

SECTION VIII: MISCELLANEOUS

8.1. Server Location; International Transfer. Service Provider operates globally, so it is necessary to transfer Vendor’s information internationally. In particular, Vendor’s information will likely be transferred to and processed by Service Provider’s servers provided by heroku.com and amazon.com, which process data internationally. The data protection and other laws of other countries may not be as comprehensive as those in Vendor’s country. The Service Provider shall take reasonable steps to ensure that Vendor’s privacy is protected. By using the Services Vendor consents to Vendor’s information being collected, used, and transferred as set forth in the Privacy Policy.

8.2. Authority. Each Party represents and warrants to the other that it has full power and authority to enter into this Agreement and that it is binding upon such Party and enforceable in accordance with its Terms.

8.3. Waiver. Any waiver of a right under these Terms of Service shall only be effective if agreed to or declared in writing. A delay in exercising a right or the non-exercise of a right shall not be deemed a waiver and shall not prevent a Party from exercising that right in the future. The rights and remedies herein provided are cumulative and not exclusive of any rights and remedies provided by law.

8.4. Force Majeure. Service Provider shall not be bound to meet any obligation if prevented from doing so as a consequence of acts of God or force majeure, including but not limited to measures taken or imposed by any government or public authority or in case of any other event beyond the control of us, including but not limited to natural disasters (such as storm, hurricane, fire, flood, earthquake), war, civil unrest, terrorist activities, states of emergency, government sanctions, embargos, nationalizations, strikes and breakdowns of public utilities (such as of electricity or telecommunication services). Service Provider shall use all reasonable efforts to notify Vendor of the circumstances causing the delay and to resume performance as soon as possible, both without undue delay.

8.5. Assignment. Service Provider shall have the right to assign and/or transfer these Terms of Service and Service Provider’s rights and obligations hereunder to any Third Party after notifying Vendor as provided for herein. Vendor agrees and acknowledges that Vendor shall not assign or transfer its rights or sub-contract or delegate the performance of any of its obligations under these Terms of Service without Service Provider’s prior written consent in Service Provider’s sole and exclusive discretion.

8.6. Rights of Third Parties. These Terms do not give any right to any Third Party unless explicitly stated herein.

8.7. Relationship of the Parties. The Parties are independent contractors under these Terms, and nothing herein shall be construed to create a partnership, joint venture, or agency relationship between them. Neither Party has the authority to enter into Terms of any kind in the name of the other Party.

8.8. Severability. If any part of this Agreement is determined to be invalid or unenforceable by applicable law, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of this Agreement will continue in effect.

8.9. Notices. Except as explicitly stated otherwise, any notices shall be given by postal mail to the address first set forth above, as amended from time to time.