DROPPE INDUSTRIAL MARKETPLACE – GENERAL TERMS OF SERVICE
Welcome to Droppe, an online wholesale marketplace helping businesses to order in wholesale quantities from some of Europe’s best workwear, packaging, and equipment manufacturers (the “Service”). The Service is fully owned and operated by Droppe Oy (business-ID 3130765-4), incorporated and existing under the laws of Finland having its registered address at Lapinlahdenkatu 16, 00180, Helsinki, Finland, and its subsidiaries (“Droppe or “our”, “us”, and/or “we”).
Your access to and use of the Service is subject to the following General Terms of Service. Please read these Terms carefully before accessing or using the Service. If you do not accept these Terms in their entirety, you may not access or otherwise use the Service. Your access to or use of the Service signifies your approval of these Terms, which constitute a legally binding agreement (the “Agreement”) between you and Droppe.
By using the Service, you represent and warrant that you are a Supplier or Buyer operating in the form of a company or other legal entity.
As the person who is entering into these Terms on behalf of a company or other legal entity, you represent and warrant that you have the legal authority to bind that party to these Terms and, in these Terms, “you” and “your” will refer and apply to that party.
“Account” means an account you must register (as described in section 4) to become a Supplier in the Service, and for accessing certain features and posting any Member Content as a Supplier.
“Buyer” means a buyer entity that purchases products through the Service for the purpose of operational use or resale.
“Community Content” means any information, documents, and materials that you, Droppe or third-party licensors enter, upload, or share on the Service, including Droppe Content, Member Content and Third-Party Content.
“Droppe Content” means any information, documents and materials entered, uploaded, embedded or shared on the Service or otherwise to you by Droppe or its third-party licensors in connection with the provision of the Service.
“Intellectual Property Rights” means copyrights and related rights (including database and catalog rights), patents, utility models, design rights, trademarks, trade names, trade secrets, know-how and any other form of registered or unregistered intellectual property rights.
“Member” means the Buyer or the Supplier.
“Member Content'' means any content that a Member posts, publishes, submits, or uploads on the Service or delivers to Droppe for the purposes of displaying on the Service, for example, product listings, product photos and product reviews.
“Supplier” means a business entity whose products are offered to be sold and/or whose products are sold through the Service and who has completed the registration process described in section 4.
“Terms” means these General Terms of Service, which incorporate our policies, as well as any amendments or modifications to such policies, published on the Service from time to time.
“Third-Party Content” means information or content in any format that is made available to you by a third party and that you may access, within, or in conjunction with your use of, the Service.
“Visitor”, “you” and/or “your” means, collectively, all Members and occasional visitors of the Service.
Modifications to the terms and service
Droppe reserves the right to modify these Terms or to impose new terms and conditions concerning the Service from time to time. Such modifications or additions and new terms shall be effective 30 days from the date a notice regarding the new Terms or other new terms and conditions was made available in the Service or otherwise to you.
We suggest you review these Terms periodically. Continuing use of the Service after notice of new terms and conditions or modifications or additions to these Terms shall constitute and be deemed to be your agreement to such modifications or additions. If you do not want to accept these Terms or their modifications or additions or new terms and conditions, you must inform us thereof by email and cease to use the Service before such changes take effect, and Droppe has the right to cease your use of the Service. Regardless of the above, you are always obligated to carry out any initiated transactions (including e.g. delivery/payment of ordered products), unless Droppe instructs you in writing to do otherwise.
Droppe is continuously developing the Service and Droppe may make modifications or changes to the Service from time to time at its sole discretion. Modifications may include, for example, suspensions, discontinuation, or termination of any content, feature, or materials of the Service. If Droppe introduces changes materially affecting the Service or your use of the Service, Droppe will notify you of such changes in advance through notices on the Service. If you do not accept the changes made to the Service, you have the right to terminate this Agreement. After the termination of the Agreement, you will be unable to use or access the Service.
You acknowledge that interruptions to the availability of the Service may occur, for example, in the event of data connection or network disruptions or in case of interruptions in third-party services. Droppe may suspend the Service for any reason without any obligation to compensate for any damages. Droppe reserves the right to terminate or suspend the provision of the Service or a part thereof at any given time. By accepting these Terms, you agree that Droppe is not liable for any unavailability of the Service.
You accept that Droppe has the permission to restrict, suspend, or revoke any Visitor from using or accessing the Service.
7. Account registration
Buyers and occasional visitors may access and use the Service without registration before buying through the Service.
To act as a Supplier on the Service, you are required to submit an application to Droppe regarding the products you wish to sell through the Service. Submitting an application and creating an Account are prerequisites for accessing and using the Service for Suppliers. The application and Account are free of charge. Suppliers must complete the registration procedure by contacting Droppe at the enrollment stage.
When registering your Account, you must provide true, accurate and complete information and keep such information updated. You shall always be responsible for the accuracy and completeness of the information you provide upon registration procedure.
Only authorized users of the Supplier may access and use the Service under the Supplier’s Account.
As a registered Member and Account user, you are responsible for protecting all of your Account information. You shall use all reasonable endeavors to prevent unauthorized access to or use of the Service through your Account. You shall be solely responsible for any activity under your Account. Droppe shall not be responsible for the unauthorized use of your Account.
In case you suspect that any unauthorized person has become aware of your Account credentials or has access to your Account, you must immediately inform Droppe of the foregoing.
Data ownership and intellectual property
Intellectual Property Rights to Droppe Content and the Service belong exclusively to Droppe and/or its third-party licensors.
Any Intellectual Property Rights and title to your Member Content belongs to you and/or your third-party licensors. You shall ensure that your Member Content does not infringe any third-party Intellectual Property Rights or violate any applicable laws or legislation. If Droppe believes, in its reasonable opinion, that your Member Content violates the Agreement, Droppe shall have the right to delete such Member Content without any liability.
Intellectual Property Rights to Third-party Content belong exclusively to the respective owners of the Third-Party Content, who retain all rights therein.
In connection with your use of the Service, you agree not to use, remove, alter or obscure any trademarks, service marks, copyrights, trade names or other proprietary rights without prior consent from Droppe.
This Agreement does not grant Droppe any ownership over your Member Content or your Intellectual Property Rights, except for the limited rights that are reasonably necessary for Droppe to provide the Service and its functionalities in accordance with this Agreement.
You are responsible for the legality, reliability, integrity, accuracy, and quality of your Member Content. You may not upload any illegal, offensive, threatening, libelous, defamatory, or otherwise inappropriate data, materials, or content to the Service.
Upon termination of the Agreement, you are responsible for extracting your Member Content from the Service. You grant Droppe the right to retain Member Content on the Service after termination of the Agreement for maintaining, developing and improving the Service. Droppe shall delete personal data associated with the terminated Account as soon as is operationally possible and to the extent that is legally required.
Licenses granted from Droppe to Member
Droppe grants the Member a non-exclusive, revocable, and limited license to use and access the Service and the Community Content during the term of this Agreement.
The Member has no right to sublicense or transfer or in any way commercially exploit the license granted to it by Droppe. The prohibited commercial exploits include, but are not limited to, selling, renting, reusing, transferring, distributing, transmitting, or in any other way providing any third-party with the license, as such right is not provided in the Agreement.
Licenses granted from Member to Droppe
The Member grants Droppe a free, non-exclusive, assignable, transferable, sub-licensable, worldwide license to use, view, copy, adapt, modify, distribute, publicly display or in other way use the Member Content in order to carry out the Service and to be used in Droppe’s advertising, marketing, publicity or in other similar contexts.
We wish to emphasize that the grant of the aforementioned license to Droppe shall not in any way restrict your rights to ownership of your Member Content or the right to use or exploit such content.
The Member ensures that the Member Content does not infringe any third-party Intellectual Property Rights or violate any applicable laws or legislation and that the Member has all the rights, consents and releases necessary to grant Droppe the license.
We always appreciate feedback and encourage you to provide your opinions, comments and suggestions for improvements to the Service.
If you provide feedback to Droppe, you grant to Droppe a perpetual, irrevocable, royalty free, non-exclusive, worldwide license to use, copy and modify the feedback for supporting you in connection with the Agreement and developing and improving the Service.
7. Reliance on information posted
The information presented on or through the Service is made available solely for general information purposes and shall not be relied on as such. Droppe is not responsible for correctness, accuracy, completeness, or usefulness of the information presented. We disclaim all liability and responsibility arising from any reliance placed on such information by any Member or occasional Visitor of our Service, or by anyone who may be informed of any of its contents.
The Service includes content provided by third parties, including Visitors, and third-party licensors. By accepting these Terms, you acknowledge that Droppe is not responsible for the accuracy of any content or material provided or linked by third parties. Opinions and views expressed in the content or material are solely those of the publisher and do not reflect the opinion of Droppe.
The Service may include links to third-party websites. You acknowledge that Droppe is not responsible for accuracy of the content in these third-party websites or resources.
Droppe may contact you via telephone, text message or other digital and non-digital channels, including automated dialing systems. Standard data and message rates may apply by carrier.
The Member will have the opportunity to opt out from marketing communication while acknowledging that opting out may affect the functionality of the Service.
9. PROHIBITED USE
- You may access and use the Service and Community Content (including, for clarity, Droppe Content) for lawful purposes only. You may not and are not entitled to permit others to do any of the following:
- use the Service in violation of any applicable laws;
- use the Service in ways that violate Intellectual Property Rights, trade secrets or privacy of third parties;
- use, embed, display, mirror, or frame Droppe’s registered name, trademark, logo, other information, layout or design of any page without Droppe’s prior written consent (You may link to Droppe’s landing page as long as it does not depict or imply any association on our behalf and is not done in a manner that is, for example, misleading, defamatory, unlawful or in violation of these Terms);
- circumvent or attempt to circumvent any usage control or anti-copy features of the Service;
- probe, scan or test the vulnerability of the Service;
- conduct your transactions with other Visitors in bad faith;
- Use the Service to defraud any person or entity (including, for example, sale of stolen or unlawful products, use of stolen credit cards);
- Use the Service, Droppe Content or any other Community Content thereof in any manner that could damage, disable, overburden or impair the Service;
- use any data mining, robots, scraping, or similar data gathering or extraction methods;
- create Accounts by automated means or under false or fraudulent pretenses;
- use, sell, rent, transfer, publicly display, distribute, transmit, copy, upload, modify, license or otherwise provide any third-party with the right to use the Service and/or Droppe Content or any other Community Content available through the Service, except as provided in the Agreement;
- interfere with other Visitors’ use of the Service;
- reverse engineer or decompile the Service or access the source code thereof;
- prepare derivative works based on the Service and/or Droppe Content or any other Community Content available through the Service;
- use the Service for transmitting any unauthorized advertising, promotional materials, junk mail, spam, chain letters, contests, pyramid schemes, or any other form of solicitation or mass messaging;
- use the Service to transmit any material that contains adware, malware, spyware, software viruses, worms or any other computer code designed to interrupt, destroy, or limit the functionality of computer software or equipment; or
- engage in activities that would otherwise create any liability for Droppe or our affiliates. 33. Droppe reserves the right to cooperate with law enforcement, government agencies or other authorities and initiate legal action in case of any illegal activities.
Termination and account cancellation
Droppe reserves the right to with immediate effect temporarily suspend or permanently terminate your access to the Service and/or Account without prior notice or any liability to you if Droppe suspects that you use the Service in violation of the Agreement, the Supplier terms of Service (if you are a Supplier) or the Buyer terms of Service (if you are a Buyer).
If the Agreement is terminated, you will remain liable for all amounts due. In case you are a Supplier or a Buyer, the termination shall take effect only once all your contractual obligations, including e.g. delivery and payment obligations in relation to any initiated transactions (e.g. the purchase of products by Buyers) have been fully and finally completed, unless Droppe instructs you in writing to do otherwise.
You may terminate the Agreement (and your Account, if you are a Supplier) at any time by sending an email to <span style="text-decoration:underline;">email@example.com</span>.
Droppe has the right to terminate the Agreement at any time and for any reason upon 30 days’ written notice.
If the Service fails to perform in accordance with the Agreement, Droppe will use commercially reasonable efforts to mitigate the failure and restore access to the Service. You acknowledge and agree that the Service is provided "as is" and with the functionalities available at each time without warranty of any kind, either express or implied, including but not limited to the warranties of merchantability and fitness for a particular purpose.
Droppe shall have the right but shall not be obligated to review the background of any statements made by Members or Visitors to the Service.
- You agree to defend, indemnify, and hold Droppe, and its parent, subsidiaries, affiliates, partners, successors, and assignees, and each of their owners, members, officers, directors, employees, agents, representatives, contractors, subcontractors, licensors, service providers and Third-Party Content providers, harmless from any claims, liabilities, damages, judgments, awards, losses, costs, expenses, and fees (including reasonable legal and accounting fees) made by any third party due to or arising out of your violation of these Terms, the Buyer Terms of Service or the Supplier Terms of Service (as applicable to you), and/or any law or the rights of a third party, and/or your use of the Service, including your Member Content.
Limitation of liability
You agree that Droppe is not liable for:
Any incidental, special, exemplary, indirect or consequential damages, including without limitation loss of profits or loss of goodwill or damage caused due to decrease or interruption in turnover, production, or business;
the destruction, loss, corruption, or alteration of data, nor for any damages or expenses incurred as a result, including expenses involved in the reconstruction of data;
any communications, interactions, or meetings with other Visitors;
any personal damages, bodily injury, emotional distress or inability in connection with the use of the Service or its Community Content; or
contract, tort (including negligence) or product liability unless based on compulsory legislation.
Droppe’s total aggregate liability towards you under or in connection with the Agreement, the Supplier Terms of Service and the Buyer Terms of Service shall be limited to EUR 100.
40. Export control
- By accepting this Agreement, you agree to comply with all European Economic Area (EEA) and foreign export laws and warrant that any product or technical data related that are exported or re-exported are not directly or indirectly in violation of or used for any purposes prohibited by such laws and regulations. You represent and warrant that you are not located in prohibited countries or not listed on any government’s list of prohibited or restricted parties.
- Any notices or communications permitted or required shall be given in writing and via email between Droppe and you. The date of the email shall be deemed the date on which such notice was transmitted.
Governing law and Dispute resolution 46. The Agreement shall be exclusively governed by and construed in accordance with the laws of Finland without regard to its choice of law provisions.
Any dispute, controversy or claim arising out of or relating to the Agreement, or the breach, termination, or validity thereof, shall be finally settled by arbitration in accordance with the Arbitration Rules of the Finland Chamber of Commerce. The number of arbitrators shall be one (1). The seat of arbitration shall be Helsinki, Finland. The language of the arbitration shall be Finnish or English. The arbitral proceedings and award shall be confidential.
Droppe may always seek remedies in public courts or enforcement authorities within any applicable territory with respect to payment obligations.
The terms of the United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement.
You cannot transfer or assign this Agreement, or the rights and obligations assigned to you by this Agreement to a third-party without Droppe’s prior written consent. We may, however, assign this Agreement and all our rights or obligations hereunder in whole or part to an affiliate or successor or to a purchaser or acquirer of our business assets at our sole discretion and without your prior consent.
- If any part of this Agreement is held to be invalid or unenforceable by any court, tribunal or other authority having jurisdiction, this shall not affect the validity or enforceability of the rest of this Agreement. Instead, this Agreement shall be construed and interpreted so that its effect shall remain as close as legally possible to the effect it would have had without such invalidity or unenforceability.
- Delay or failure to enforce any right or provision shall not constitute a waiver of future enforcement of that right or provision.
Survival of terms
- Any provisions of this Agreement intended to survive the expiry or termination of this Agreement shall do so.
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