Drop Inc Software Usage Terms and Conditions
CAREFULLY READ THESE TERMS AND CONDITIONS BEFORE ACCEPTING THEM AND USING ANY SERVICES ON THIS WEBSITE. THESE TERMS AND CONDITIONS REPLACE AND SUPERSEDE ALL PREVIOUS TERMS AND CONDITIONS. THESE TERMS AND CONDITIONS CONTAIN IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, OBLIGATIONS AND DISPUTE RESOLUTION PROCEDURES. BY USING OUR SERVICES, YOU ARE ACCEPTING AND AGREEING TO ALL OF THESE TERMS AND CONDITIONS, INCLUDING THE MANDATORY MEDIATION AND ARBITRATION PROVISIONS SET OUT IN SECTION 10.9. THE COMPANY RESERVES THE RIGHT TO CHANGE THESE TERMS AND CONDITIONS AT ANY TIME WITHOUT NOTICE. ANY CHANGE TO THESE TERMS AND CONDITIONS SHALL BE EFFECTIVE IMMEDIATELY. YOU ARE RESPONSIBLE FOR FOLLOWING ANY CHANGES TO THE TERMS AND CONDITIONS. YOU SHOULD CONTINUE TO REVIEW THE TERMS AND CONDITIONS EACH TIME YOU ACCESS OUR WEBSITE AND USE OUR SERVICES. IF AT ANY TIME YOU DO NOT AGREE TO ANY OF THE TERMS AND CONDITIONS, EXIT THE WEBSITE AND DISCONTINUE USE OF THE WEBSITE AND OUR SERVICES. ANY REQUEST BY YOU OR ANY THIRD PARTY TO AMEND OR CHANGE OUR TERMS AND CONDITIONS IS EXPRESSLY REJECTED. BY ELECTRONICALLY ACCEPTING THESE TERMS AND CONDITIONS, YOU ARE ACKNOWLEDGING THAT YOU HAVE READ, UNDERSTAND AND ARE AGREEING TO ALL OF THESE TERMS AND CONDITIONS.
- “Agreement” means these Terms and Conditions, as amended from time to time by the Company, and all documents, rules and policies referenced herein.
- “You” and “your” means a user, client, subscriber, customer, end user, or reseller, who IS granted access and use of the Service by the Company.
- “Company” means Drop Inc. which is also sometimes referred to as, “I”, “we”, “us” or “our”.
- “Services” means any of the services offered or provided, from time to time, by the Company through this Website, including by way of example only, Voice Broadcasts, DropVMTM messages (Ringless Voicemail Drop Services), TextDropTM messages (Short & Long Code Message Services), Automatic Telephone Dialing System (ATDS), Automatic Dialing-Announcing Device (ADAD), and live transfers.
- “Account” means your registered account with us, through which you obtain access to and use of our Services, and includes all information and data which you input into your account, including without limitation, the designation of authorized users, passwords, and financial and billing information.
- “Transmission” means (i) the act or process of sending or transmitting audio, visual, text, or other forms of content and materials by means of electronic communication by means of our Services, or (ii) such content and material itself, as the context requires.
- “Affiliate” means: (i) any person or entity that directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, the Company; and (ii) each officer, director, shareholder, agent, employee, supplier, or reseller of the Company. As used in this definition, “control” (including, with correlative meanings, “controlled by” and “under common control with”) shall mean possession, directly or indirectly, of power to direct or cause the direction of management or policies.
2.0 LEGAL CAPACITY. You represent and warrant that: (a) you have the legal right, capacity and authority to agree to these Terms and Conditions as an individual or on behalf of a corporation or other entity; (b) you have attained the age of majority in the jurisdiction in which you reside and that you are in any event at least 18 years of age; and (c) if you are utilizing the Services on behalf of a corporation or other entity, all references to “you” and “your” in these Terms and Conditions shall include such corporation or organization, jointly and severally with you personally.
3.0 USE OF YOUR ACCOUNT.You will immediately update your Account to reflect any changes to your contact information. You are solely responsible for your Account, its content, maintenance, confidentiality and security, including all passwords related to your Account and for any and all activities on your Account, with or without your permission. You will immediately notify us of any unauthorized use, unlawful use, violation of these Terms and Conditions, and/or breach of security on your Account and, if we request, you will assist us with stopping and remedying any such breaches or violations.
4.0 USE OF SERVICES. You will only use the Services for lawful purposes. You will not authorize or otherwise permit any of the following to occur through your Account or otherwise:
- any criminal or illegal activity;
- the spoofing or impersonation of another person, corporation, organization or entity and/or the misrepresentation of the true originator of any message, call, or transmission;
- engaging in spamming and/or nuisance activities that violate anti-spamming laws and regulations;
- the international promotion of goods and services;
- the promotion and/or transmission of any message or content related to an illegal or improper financial scheme, such as Ponzi or Pyramid scheme, or gambling.
- the Transmission of any form of communication that is defamatory, hateful, discriminatory, unlawful, or an infringement of any person’s or group’s rights, or the Transmission of any incident, obscene, offensive, violent, threatening, pornographic, or sexually explicit content, images or materials;
- offering the sale or distribution of illegal and/or controlled substances, drugs, alcohol, animals or animal products, and/or other contraband materials;
- offering any emergency services or other public safety service through 911 or any other system;
- sending any messages to recipients who will incur charges;
- the transmitting or sending of any malware, viruses, bots, spyware, Trojan horses, worms, or any other form of harmful, disruptive or surreptitious program or code;
- any activity that adversely effects the operation, stability or reliability, of our Services or any activity that may subject us to third party liability or a third party claim;
- transmitting and/or misappropriating any content or intellectual property for which you do not have the right or authorization to use, including but not limited to trademark and copyright infringement, including any of our intellectual property;
- any activity that attempts to copy, reverse engineer or duplicate our website and/or Services or to bypass, circumvent, breach, disable, or impair any security feature of our Services;
- any use of our Services which in any manner interferes with or infringes upon any copyright, patent, trademark, know-how or other intellectual right or intellectual property of any other person or entity; or
- using our Services for any purpose not specifically authorized by us.
5.0 Audit Rights and Remedies.We reserve the right to audit your Account, your policies, practices, and procedures in using our Services, and your use of our Services at any time and from time to time. Without prior notice and without limiting any of our other rights and remedies, we may suspend, freeze, seize, restrict, and/or terminate your Account at any time, in our sole discretion, if we determine or believe that you have violated any of these Terms and Conditions and/or any Federal, State, local or international law, code, regulation, or rule. You shall fully cooperate with our personnel conducting such audits and provide all access requested by us to all records, systems, equipment, information, and personnel, including machine IDs, serial numbers, and related information. Any failure on our part to take action in the event of a violation of any law, regulation, code, or rule shall not be construed as a waiver of any right that we have to enforce these Terms and Conditions.
6.0 Disclosure Rights. We may disclose any and all information and data pertaining to your Account or your use of the Services to the extent such disclosure relates to our complying with any applicable law, regulation, subpoena, or court order.
7.0 Scrub and Other Obligations. At all times during the course of this Agreement, you shall implement all necessary policies and procedures to comply with the Telephone Consumer Protection Act (TCPA) safe harbor set forth at 47 C.F.R. § 64.1200(c)(2)(i) and the safe harbor for reassigned numbers promulgated by the Federal Communications Commission that was adopted on December 12, 2018 in that certain Second Report and Order release on December 13, 2018, as either may be amended from time-to-time.You will timely scrub any numbers uploaded to our Services against all applicable federal and state do-not-call lists in furtherance of your full compliance at all times with all federal and state do-not-call laws and regulations. You are solely responsible and liable for any violations of federal and state do-not-call laws and regulations. Where required by applicable law or regulation, you will obtain the prior written consent from each recipient to contact such recipient.
8.0 VMDropTM Messages.VMDropTM messages may in some circumstances make a partial ring or line “tap” or “ping” on a recipient’s phone. RVM may be subject to regulatory content restrictions and state and/or federal laws. Before initiating any RVM campaign, it is your responsibility to obtain independent legal advice with respect to your specific use of RVM and to assure you compliance with all applicable local, state and federal laws and regulations, which may include, by way of example only: (a) having prior express written consent to contact all recipients; (b) scrubbing all contact lists against national and state do-not-call lists and your internal do-not-call lists; and (c) ensuring that all message content is compliant with applicable laws, including but not limited to clearly providing the true identity of the originator of the message at the beginning of all VMDropTM messages, the return telephone number and address, and providing opt-out options in messages.
9.0 Missed Call Terms. As an option for the Services, we may provide to you and you may elect to utilize a service option through which a missed call can be triggered for recipients’ phones and an accompanying VMDropTM message (peer-to-peer or otherwise) may be transmitted to the recipients (the “Missed Call Service”). To facilitate the Missed Call Service, we will provide You access to our Digital Identifiers to transmit the triggered missed call and accompanying VMDropTM message. Utilization of the Missed Call Service generally results in a higher number of callbacks from recipients. As such, in utilizing the Missed Call Service, in addition to the obligations outlined in Paragraph 7.0, You agree to indemnify, hold harmless, and defend us and our officers, directors, employees, agents, affiliates, successors, and permitted assigns against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including attorneys’ fees, that are incurred by us (collectively, “Losses”), arising out of or related to any third-party claim alleging any failure by you to comply with any applicable federal, state or local laws, regulations, or codes relating to Your use of the Missed Call Service.
10.0 SMS Terms (TextDropTM messages)
As an option for the Services, we may provide to you and you may elect to utilize a service option through which we can trigger an SMS message with an accompanying voice message that may be transmitted to the recipients. To facilitate the TextDropTM message, we will provide You access to our Digital Identifiers to transmit the message (the “SMS Drop Service”). As such, in utilizing the SMS Drop Service, in addition to the obligations outlined in Paragraph 7.0, You agree to indemnify, hold harmless, and defend us and our officers, directors, employees, agents, affiliates, successors, and permitted assigns against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including attorneys’ fees, that are incurred by us (collectively, “Losses”), arising out of or related to any third-party claim alleging any failure by you to comply with any applicable federal, state or local laws, regulations, or codes relating to Your use of the SMS VM Service.
11.0 DISCLAIMERS, LIMITS OF LIABILITY, INDEMNITIES, AND INTELLECTUAL PROPERTY RIGHTS.
11.1 Your use of our Services is AT YOUR OWN RISK. Our website may provide links to external sources and other websites. We do not endorse these websites or warrant the accuracy or reliability of their content.
11.2 We offer access to our website and offer our Services on an “as is” and “as available” basis. We make no representations or warranties of any kind about the suitability, reliability, usability, security, quality, capacity, performance, availability, timelines, or accuracy of the website or the Services. Under no circumstances will you be entitled to a refund or charge back of any fees paid or incurred by you in connection with your access to and use of the Services. Except to the extent prohibited by law, we expressly disclaim all conditions, warranties and representations, express implied or statutory, including implied conditions or warranties of merchantability, fitness for any particular purpose, title and non-infringement, and any warranties arising out of any course of dealing or usage of trade.
11.3 We do not warrant that our Services will function as described or will be timely, uninterrupted, error free, or free of harmful components, or that any stored data will be secure or safe from loss, theft or damage. In the event of any disruption of any Services, we will make a commercially reasonable effort to rectify such disruption.
11.4 No communication or information provided to you by us or any of our officers, directors, employees, legal counsel, agents, affiliates, licensors, licensees, or by any other third parties, prior to or subsequent to your accepting these Terms and Conditions shall be construed to be relied upon by you as a warranty, an inducement to contract, or as legal advice, nor shall it create a warranty to you or to any of your customers, clients, subscribers, or users of any of your goods or services.
11.5 We are under no obligation to store or save any of your data for a period of longer than 60 days following the initial entry of such data on our website. We regularly delete data from customer accounts after 60 days of initial entry. It is your responsibility to backup or otherwise protect data on your Account as you see fit in order to prevent its loss or damage.
11.6 NOTWITHSTANDING ANY OTHER PROVISION OF THESE TERMS AND CONDITIONS, IN NO EVENT WILL WE OR ANY OF OUR AFFILIATES, BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, OR DAMAGES FOR LOSS OF PROFITS, GOODWILL, OPPORTUNITY, OR EARNINGS, WHICH ARISE DIRECTLY OR INDIRECTLY FROM, OR ARE RELATED TO THE USE, OR NON-USE OF THE SERVICES OR IN RELATION TO THESE TERMS AND CONDITIONS, REGARDLESS OF THE CAUSE OF ACTION OR THEORY ON WHICH A CLAIM IS BASED, INCLUDING DAMAGES OR LOSSES ARISING FROM OR IN ANY WAY RELATED TO THE FOLLOWING: (a) ANY LOSS OR DAMAGE TO DATA ARISING DIRECTLY OR INDIRECTLY OUT OF USE OR NON-USE OF OUR WEBSITE, THE SERVICES OR ANY RELATED COMPONENT THEREOF; or (b) DELAYS, ERRORS, INTERRUPTIONS, MISTAKES, OMMISSION, NON-DELIVERY OR INCORRECT DELIVERY. THE COMBINED AGGREGATE LIABILITY OF THE COMPANY AND OUR AFFILIATES FOR ANY OTHER DAMAGES IS LIMITED TO THE LESSER OF (i) THE AMOUNT PAID TO THE COMPANY BY YOU DURING THE SIX (6) MONTH PERIOD PRECEDING THE DATE OF OCCURRENCE OF THE CIRCUMSTANCES THROUGH WHICH THE LIABILITY AROSE; OR (ii) ONE THOUSAND DOLLARS.
11.7 You and your employees, agents, clients, customers, and/or related entities are solely responsible and liable for any fines, penalties and/or other damages, claims and sanctions resulting from your contravention of any local, state and/or federal laws, codes, rules or regulations.
11.8 You will defend, indemnify and hold harmless the Company and each of our Affiliates from and against any and all damages, losses, liabilities, judgments, fines, settlements, and expenses (including all reasonable legal expenses, such as but not limited to attorney’s fees, expert fees, investigation expenses, discovery costs, taxes, and disbursements) incurred in connection with any claim, action or preceding commenced against the Company or any Affiliate or to which the Company or any Affiliate is made a party, whether by one or more individual plaintiffs or in connection with a class action (each an “Action”), arising from or in any manner related to your alleged or actual: (a) use or misuse of the Services; (b) violation of these Terms and Conditions; (c) violation of any local, state and/or federal law, regulation, rule, and/or code; (d) misrepresentation, breach of representation or warranty made by you; (e) unlawful use of, unauthorized use of, or access to the Services by you or by any third party using your Account; and (f) any other reasons including, but not limited to acts of God, destruction, theft, defects, viruses, communication failures, failure of performance, impairment, or loss of data, suspension or termination of service, and unauthorized access of our system, records, data or settings. We reserve the right to participate in the defense of any action through our own counsel and reserve the right to approve or reject any proposed settlement of any Action unless such settlement provides for a full and unconditional release of the Company and its Affiliates at no cost to us.
11.9 We have the right to seek and recover all damages (of whatever type or nature) caused by you through any use of our Services in an unlawful manner, in a manner that violates these Terms and Conditions, or in a manner inconsistent with any applicable federal and/or state or local law, regulation, code or rule. Such damages may include, without limitations, direct, indirect, special incidental, cover, reliance, and consequential damages. The terms of this section shall survive the termination of this Agreement regardless of the cause or nature of such termination.
11.11 You have reviewed all sections of these Terms and Conditions, particularly including the provisions set out with respect to the limitation of liability, indemnification and mandatory arbitration. You have had the opportunity to seek and obtain such independent legal advice as you may desire to fully understand these Terms and Conditions and are accepting these Terms and Conditions willingly and on a fully informed basis.
11.12 Nothing in this Agreement shall entitle you to use any of the trademarks or tradenames of the Company or our Affiliates without our advance prior written permission, which may be withheld by us in our sole discretion without any reason being given therefor, and you acquire no rights whatsoever with respect to any such trademarks or tradenames.
11.13 You acknowledge that your access to the Services is governed by the terms and conditions of this Agreement and that you do not acquire any ownership interest in the Services. We reserve and retain our entire right, title, and interest in and to the Services and all intellectual property rights arising out of or relating to the Services.
12.0 General Terms.
12.1 Severability. Should any provision of these Terms and Conditions be determined to be invalid or unenforceable in whole or in part, such invalidity or unenforceability will attach only to such provision or part thereof, and the remaining part of such provision and all other provisions will continue in full force and effect.
12.2 Waiver of Rights and Remedies. Any failure on the part of the Company to enforce any provision of these Terms and Conditions or exercise any rights in respect thereof will not be construed as a waiver of any provision or right.
12.3 Compliance. You will bear sole control and responsibility over compliance with all laws associated with or applicable to your use of the Services and you assume sole liability for any and all noncompliance.
12.4 Relationship. No joint venture, partnership, fiduciary, employment, or agency relationship exists between you and us as a result of these Terms and Conditions or as a result of your use of the Services. You have no authority to bind the Company or any of our Affiliates in any respect whatsoever.
12.5 Assignment. We may at any time assign our rights and obligations under these Terms and Conditions, in whole or in part, without notice to you. You may not assign these Terms and Conditions or any right to access our website or use our Services without our prior written consent which may be withheld in our sole discretion without any reason being given therefor. These Terms and Conditions will inure to the benefit of and be binding upon you and us, and our respective legal representatives, successors and permitted assigns.
12.6 Termination. Either you or the Company may terminate this Agreement upon thirty (30) days’ prior notice by sending an email in accordance with the Notice provision below. Your lack of activity on your Account will not automatically terminate your Account, however, should your Account remain inactive for period longer than 30 days, we reserve the right to immediately delete any of your Data without providing you any notice. Additionally, the Company has the right to immediately terminate this Agreement and your right of access to and use of the Services in the event the Company determines in its sole judgment that you are in breach of any of your obligations, covenants, representations or warranties set forth in the Agreement.
12.7 Notices. All notices required or permitted under these Terms and Conditions shall be issued as follows:
IF TO THE COMPANY: To the name associated with your User ID & Paypal.
IF TO YOU: To the email address associated with your User ID.
12.8 Force Majeure. We will not be responsible for, or have any liability for any temporary suspension, unavailability, interruption, disruption or failure of our Services due to act of nature, acts of government, war, strikes, or failures in the supply of electricity or internet connection, or any other circumstances not within our control.
12.9 Governing Law, Venue, Mediation and Arbitration. This Agreement shall be governed and construed in accordance with the laws of the State of Illinois without regards to its choice of law or conflict of law’s provisions. You and the Company agree that all disputes, claims or controversies arising out of or relating to the Agreement, including your use of any Services, shall be submitted first to JAMS for mediation at the Chicago offices of JAMS and, if the matter is not resolved through mediation, then it shall be resolved via binding arbitration at the Chicago offices of JAMS as hereinafter provided. Either you or the Company may commence mediation by providing to JAMS and the other party a written request for mediation, setting forth the subject of the dispute and the relief requested. You and the Company agree to: (a) cooperate with JAMS and with one another in selecting a mediator from the JAMS panel of neutrals and in scheduling the mediation proceedings; and (b) participate in the mediation in good faith, sharing equally in the payment of JAMS charges. All offers, promises, conduct and statements, whether oral or written, made in the course of the mediation by you or the Company, their respective agents, employees, experts and attorneys, and by the mediator or any JAMS employees, are confidential, privileged and inadmissible for any purpose, including impeachment, in any other proceeding involving you and the Company, provided that evidence that is otherwise admissible or discoverable shall not be rendered inadmissible or non-discoverable as a result of its use in the mediation. You and the Company acknowledge and agree that any and all disputes arising in connection with this Agreement that cannot be settled by mutual agreement or mediation shall be resolved solely and exclusively via binding arbitration at the Chicago offices of JAMS. You or the Company may initiate arbitration at any time following 45 days from the initial mediation session (“Earliest Initiation Date”). At no time prior to the Earliest Initiation Date shall you or the Company initiate arbitration related to this Agreement except to pursue a provisional remedy that is authorized by JAMS Rules. However, this limitation is inapplicable if either you or the Company refuses to comply with the requirements of mediation described above. The arbitration shall be before one arbitrator and shall be administered by JAMS pursuant to its Streamlined Arbitration Rules and Procedures. All legal actions in connection with the enforcement of a mediation settlement or arbitration award or to seek injunctive relief related to this Agreement shall be brought in a state or federal court located in the City of Chicago, County of Cook, and State of Illinois. No party to this Agreement will challenge the jurisdiction or venue provisions as provided in this Section 10.9. Nothing contained in this Section 10.9 shall prevent the Company from obtaining an injunction against any act, omission or anticipated act or omission on your part.
12.10 Survival. All sections which by their nature are intended to survive the termination of this Agreement shall so survive and continue to be legally enforceable, including without limitations, Sections 9.5 through 9.9, 9.12 and 10.9.
12.11 Headings. The use of headings is for convenience only and such headings shall not be used to construe or interpret any content or provision of these Terms and Conditions.
12.12 Limitation Period. Any cause of action you may have relating to a dispute respecting our website, any Services or these Terms and Conditions must be commenced within one year after the cause of action accrues or you shall be deemed to have waived any such cause of action and be barred from commencing any action or proceeding based on such cause of action.
12.13 Entire Agreement. This Agreement, as amended from time to time, constitutes the entire agreement between you and the Company with respect to the matters referred to in these Terms and Conditions, and as such supersedes all prior and contemporaneous understanding, whether electronic, verbal, or written between you and us with respect to such matters.
12.14 ACKNOWLEDGMENT. YOU HAVE READ THE ENTIRE AGREEMENT AND FULLY UNDERSTAND THESE TERMS AND CONDITIONS. YOU AGREE AND ACCEPT ALL OF THE TERMS AND CONDITIONS WITHOUT RESERVATION OR EXCEPTION AND AGREE TO FULLY COMPLY WITH ALL OF THE PROVISIONS IN THIS AGREEMENT. YOU AGREE TO AND ACCEPT THESE TERMS AND CONDITIONS OF YOUR OWN FREE WILL AND WITHOUT ANY DURESS OR UNDUE PRESSURE OR INFLUENCE. YOU HAVE HAD THE OPPORTUNITY TO SEEK AND OBTAIN INDEPENDENT LEGAL ADVICE AND HAVE RECEIVED SUCH ADVICE AS YOU REQUIRE TO ENSURE THAT YOU FULLY UNDERSTAND AND ACCEPT THESE TERMS AND CONDITIONS WITHOUT RESERVATION OR YOU HEREBY EXPRESSLY WAIVE ANY SUCH INDEPENDENT LEGAL ADVICE AND THE PROTECTIONS IT MIGHT PROVIDE TO YOU.