Please read these Supplier terms of service and agreement (“terms of service,” “Terms” or “Agreement”) carefully before using the website, applications and services offered by ContextLogic Inc. (“uDroppy,” “we,” and “us”). This agreement sets forth the legally binding terms and conditions for your use as a Supplier of our website(s), services or applications, including, without limitation, the website at www.udroppy.com and app offered under the name uDroppy.
By registering for or otherwise using the Services in any manner, including but not limited to visiting or browsing the Services, you agree to be bound by these Terms, including those additional terms and conditions and policies referenced herein and/or published or made available by uDroppy.
Please note that Paragraph 7, contains an arbitration clause and class action waiver. By agreeing to the Terms, you agree to resolve all disputes through binding individual arbitration, which means that you waive any right to have those disputes decided by a judge or jury, and that you waive your right to participate in class actions, class arbitrations, or representative actions. Please read Paragraph 7 carefully.
1. uDroppy is a Marketplace
You understand and agree that uDroppy is a marketplace and as such is not responsible or liable for any content, data, text, information, usernames, graphics, images, photographs, profiles, audio, video, items, products, listings, links or information posted by you, other Suppliers or outside parties on uDroppy. You use the Services at your own risk.
To the fullest extent permitted by law, you and your Affiliates (defined below) waive claims related to, and agree that uDroppy and uDroppy’s Affiliates, including any of their officers, directors, employees, consultants or agents, are not responsible for (a) any statements, guarantees, services in this agreement, and expected transactions, including Supplierability, applying to particular purposes or any implied warranties; (b) implied warranties based on the transaction process, the performance of the contract or trading practices course of dealing; or (c) any duties, responsibilities, rights, claims or tort reliefs, whether or not they are due to uDroppy’s negligence. “Affiliate”“ shall mean, with respect to any entity, any other entity that directly or indirectly controls, is controlled by, or is under common control with that entity.
If you have disputes with any third party over any product, offering or interaction over the Services, you agree not to make any claim of any kind or nature against uDroppy or its Affiliates, no matter whether such claims, requirements or compensation of damages are known, ensured or released.
2. Membership Eligibility
Age: uDroppy's Services are available only to, and may only be used by, individuals who are at least 18 years and who can form legally binding contracts under applicable law. You represent and warrant that you are at least 18 years old and that all registration information you submit is accurate and truthful. uDroppy may, in its sole discretion, refuse to offer access to or use of the Service to any person or entity or change its eligibility criteria at any time. This provision is void where prohibited by law and the right to access the Service is revoked in such jurisdictions.
Individuals under the age of 18 or who cannot form legally binding contracts must at all times use the Services only in conjunction with and under the supervision of a parent or legal guardian who is at least 18 years of age. In this case, the adult is the Supplier and is responsible for any and all activities.
Compliance: You agree to comply with all applicable laws regarding online conduct and acceptable content. Except as set forth in Paragraphs 15 and 16 herein, you are responsible for all applicable taxes. In addition, you must abide by uDroppy's policies stated in these Terms and the uDroppy policy documents listed below (which are incorporated into these Terms by reference).
Supplier Policies (including all subsections incorporated therein)
As a legal person, you represent, warrant, promise and guarantee that during the period of registration and agreement: (a) you are legally established in accordance with applicable law, validly existing and in good operation; (b) you have all the necessary legal qualifications, rights, capabilities and authorities to sign this agreement, fulfill duties accordingly and grant rights, licensing and authority required by this agreement, and have the permissions, approvals and licenses required by your business and the sale of the items in the relevant countries; (c) you and your affiliates will comply with all laws to fulfill your rights and duties in this agreement; (d) when offering any items for sale through the Services, you are in full compliance with all legislation, statutes, regulations and other enactments having the force of law and all industry codes, policies or guidelines and any applicable direction, statement of practice, policy, rule or order given by a regulator which apply from time to time in the country from which or to which the items are sold and/or offered (“Applicable Laws and Regulations”); (e) you shall maintain such records as are necessary pursuant to such Applicable Laws and Regulations and shall promptly on request make them available for inspection by any relevant authority that is entitled to inspect them; (f) you shall monitor any changes in the Applicable Laws and Regulations which may impact the sale of the items through the Services; (g) you shall directly notify uDroppy by email and in writing of any investigation and potential claim that are instigated by any regulator in relation to the items offered through the Services; (h) you shall promptly remove any and all offerings of items from the Services whenever these infringe the Applicable Laws and Regulations, become otherwise prohibited in the relevant countries, and/or when these are included in (an updated version of) the Supplier Policies; and (i) you and your financial institution(s) are not subject to sanctions or otherwise designated on any list of prohibited or restricted parties or owned or controlled by such a party, including but not limited to the lists maintained by the United Nations Security Council, the US Government (e.g., the US Department of Treasury’s Specially Designated Nationals list and Foreign Sanctions Evaders list and the US Department of Commerce’s Entity List), the European Union or its member states, or other applicable government authority.
Password & Account Security: Keep your password secure. You are fully responsible for all activity, liability and damage resulting from your failure to maintain password confidentiality. You agree to immediately notify uDroppy of any unauthorized use of your password or any breach of security of your account. You also agree that uDroppy cannot and will not be liable for any loss or damage arising from your failure to keep your password secure or any breach of security of your account. You agree not to provide your username and password information in combination to any other party other than uDroppy without uDroppy's express written permission.
Account Information: You must keep your account information up-to-date and accurate at all times, including a valid name, address, phone number and email address. To sell items on uDroppy you must provide and maintain valid payment information such as a valid PayPal/Stripe account. You authorize us (and will provide us documentation evidencing your authorization upon our request) to verify your information (including any updated information), to obtain credit reports about you from time to time, to obtain credit authorizations from the issuer of your credit card, and to charge your credit card or debit your bank account for any sums payable by you to us (in reimbursement or otherwise). You also agree to provide uDroppy any additional information or authorizations as may be necessary for uDroppy to provide the Services under this Agreement. All payments to you will be remitted to your bank account through a banking network or by other means specified by us. Depending on the payment method you choose, you may be required to provide a valid United States tax identification number via Form W-9 or proof of residency outside the United States via Form W-8BEN/W-8BEN-E.
Account Transfer: You may not transfer or sell your uDroppy Supplier account and username to another party. If you are registering as a business entity, you personally guarantee that you have the authority to bind the entity to these Terms.
Right to Refuse Service: uDroppy reserves the right, in uDroppy's sole discretion, to cancel unconfirmed or inactive accounts and/or to refuse to offer the Services to you, for any (or no) reason and at any time.
3. Fees and Payment
uDroppy will collect fees or other amounts from you, for your use of the Services, as set forth in its policy on Fees and Payments or as otherwise communicated to you by uDroppy. Except as set forth in Paragraphs 15 and 16 herein, you are responsible for paying all fees and applicable taxes associated with using and selling on uDroppy.
The Supplier also may incur fees through the use of various payment providers or processors. Any such payment provider or processor fees will be determined by any agreement the Supplier may have with a payment provider or processor, and uDroppy is not responsible for reviewing, advising on, or paying any such fees.
uDroppy will make payments to you, in connection with your use of the Services, as set forth in its policy on Fees and Payments or as otherwise communicated to you by uDroppy.
In addition to the above, uDroppy may unilaterally elect to delay the remittance and withhold the amounts payable to Suppliers, or any other payment due under the terms of this Agreement or its policy on Fees and Payments, until such time as uDroppy receives confirmation of product delivery. Transactions for which uDroppy cannot confirm delivery may be ineligible for payment.
In the event that uDroppy elects to remit an amount to you before the eligible payment date for such amount through a discretionary advance or advance made through your payment processor or provider (hereinafter a “Discretionary Advance”), uDroppy may reduce Supplier’s payment eligibility by the amount of the Discretionary Advance either immediately or as soon thereafter as reasonably practicable.
Moreover, If uDroppy determines that your actions or performance may result in returns, chargebacks, claims, disputes, violations of our terms or policies, or other risks to uDroppy or third parties, then uDroppy may in its sole discretion withhold any payments to you for as long as uDroppy determines any related risks to uDroppy or third parties persist. For any amounts that we determine you owe us, we may (a) charge your account or any payment instrument you provide to us; (b) offset any amounts that are payable by you to us (in reimbursement or otherwise) against any payments we may make to you or amounts we may owe you; (c) invoice you for amounts due to us, in which case you will pay the invoiced amounts upon receipt; (d) reverse any credits to you; or (e) collect payment or reimbursement from you by any other lawful means. If we determine that your account has been used to engage in deceptive, fraudulent, or illegal activity, or to violate our policies, then we may in our sole discretion permanently withhold any payments to you. In addition, we may require that you pay other amounts to secure the performance of your obligations under this Agreement or to mitigate the risk of returns, chargebacks, claims, disputes, violations of our terms or policies, or other risks to uDroppy or third parties. These amounts may be refundable or nonrefundable in the manner we determine, and failure to comply with terms of this Agreement, including any applicable policies, may result in their forfeiture.
uDroppy Credit - Virtual Funds:
As part of your User account, uDroppy may provide you with access to a feature in the uDroppy application which may allow you to: add and store pre-paid credit balance (“uDroppy Credit”) which on the platform are known as “Virtual funds”;
You may be entitled to purchase uDroppy Credit which you may use to retrive product discounts (“Product Discounts”) or shipping discounts (“Shipping Discounts”) that you can apply toward payment of certain services provided by uDroppy or fees charged by uDroppy in relation to the Services.
uDroppy Credits are only valid for use on the uDroppy Platform, and are not transferable or redeemable for cash and may only be used for certain Services. If the cost of your product or shipping exceeds the applicable credit, we will charge your payment method on file for the outstanding cost of the product or shipping.
Additional restrictions on uDroppy Credits may apply as communicated to you in a relevant promotion or specific terms. uDroppy may cancel, or vary the terms, relating to any uDroppy Credits at any time in its sole discretion.
4. Listing and Selling
Listing Description: By listing an item on the Services you warrant that you and all aspects of the item comply with uDroppy's terms and published policies. You also warrant that you may legally sell the item in all locations that you list your item for sale. You must accurately describe your item and all terms of sale in your uDroppy shop. Your listings may only include text descriptions, graphics, pictures and other content relevant to the sale of that item. All items must be listed in an appropriate category with appropriate tags. Each listing must accurately and completely describe the item/items for sale in that listing. If the “in stock” quantity is more than one, all items in that listing must be identical.
Shop Policies: You may outline shop policies for your uDroppy shop. These policies may include, for example, shipping, returns, payment and selling policies. You must create reasonable policies in good faith and must abide by such policies. All shop policies must comply with uDroppy's policies. You are responsible for enforcing your own shop policies. In the event of conflict between your shop policies and the Terms, the Terms shall control as it relates to your use of the Services.
Binding Sale: All sales are binding. You are obligated to ship the applicable order in a prompt manner after a sale is made over the Services or you otherwise complete the transaction with the applicable buyer. The cost arising from not completing orders in time shall be undertaken by you.
Third-Party Service Providers: To the extent you use any third party to assist or facilitate any portion of your use of the Services, including without limitation your listings, sales, fulfillment, system notifications or changes, customer support or other functions, you agree that you shall be responsible for and uDroppy shall not be liable for any acts, conduct, errors, omissions, losses, claims or other issues resulting from your use of such third party’s services.
Fee Avoidance: The price stated in each item listing description must be an accurate representation of the sale. Sellers may charge reasonable shipping and handling fees to cover the costs for packaging and mailing the items. Sellers may not charge excessive shipping fees or otherwise avoid fees. You may not do anything intended to or having the effect of avoiding any fees due to uDroppy, or otherwise intended to violate these Terms, including without limitation, altering the item's price after a sale, misrepresenting the item's location, or using another Supplier's account without permission.
Nonconformity, Defects or Other Issues with Items: You are also responsible for any nonconformity or defect in, or any recall (public or private, voluntary or mandatory) of, as well as any other safety concerns related to, the items you list for sale. You will notify uDroppy as soon as you become aware of any recall related to your items.
If we determine that the performance of your obligations under this Agreement may result in returns, claims, disputes, violations of our terms or policies, or cause any other risks to uDroppy, its users or other third parties, then uDroppy (at its sole discretion) may mitigate such risks, including, without limitation, by issuing customer refunds, issuing penalties, withholding, offsetting or retaining amounts otherwise due to you, suspending your account or taking any other actions uDroppy deems appropriate for so long as uDroppy (in its sole discretion) believes your items might pose continued risks to uDroppy, its customers or other third parties.
If you offer a product for sale through our Services that requires a warning under California Health & Safety Code Section 25249.6 (a “Proposition 65 Warning”) you (a) will provide in your listing such warning in the manner compliant with applicable law, (b) agree that our display of a Proposition 65 Warning on a product detail page is confirmation of our receipt of that warning, and (c) will only revise or remove a Proposition 65 Warning for a product when the prior warning is no longer legally required.
5. Prohibited, Questionable and Infringing Items and Activities
You are solely responsible for your conduct and activities on or relating to the Services and any and all data, text, information, usernames, graphics, images, photographs, profiles, audio, video, products, items, listings, and links that you submit, post or display on the Services (collectively, “Content”).
Your Content, use of (or activity on) the Services, and products sold over the Services shall not:
Be false, inaccurate or misleading;
Be obscene or contain unwarranted pornography, nudity, or adult material;
Contain or transmit any code of a destructive nature that may damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information;
Contain images that are not part of a product listing;
Infringe upon any third-party's copyright, patent, trademark, trade secret or other proprietary or intellectual property rights or rights of publicity or privacy; such prohibited behavior includes (without limitation): 1) selling or displaying items portraying the likeness of a celebrity (including portraits, pictures, names, signatures and autographs); 2) selling or displaying items bearing a third-party brand or trademark that you are not authorized to display in such manner or 3) selling any pirated video or recording;
Violate these Terms, the policies referenced herein, the policies of app stores where uDroppy’s apps are available (including Google Play and the Apple App Store) or any applicable law, statute, ordinance or regulation (including, but not limited to, those governing export control, consumer protection, unfair competition, anti-discrimination or false advertising);
Involve the sale of items that have been identified by the U.S. Consumer Products Safety Commission (CPSC) or any other regulator that has jurisdiction in the countries in which the items are offered as hazardous to consumers and therefore subject to a recall;
Be defamatory, libelous, unlawfully threatening, unlawfully harassing, impersonate or intimidate any person (including uDroppy staff or other Suppliers), or falsely state or otherwise misrepresent your affiliation with any person, through for example, the use of similar email address, nicknames, or creation of false account(s) or any other method or device;
Decompile, reverse engineer, disassemble or otherwise attempt to obtain the source code or underlying ideas or information of or relating to the Services;
“Crawl,” “scrape,” or “spider” any page, data, or portion of or relating to the Services through any means;
Violate the security of any computer network, or crack any passwords or security encryption codes;
Modify, adapt or hack the Services or modify another website so as to falsely imply that it is associated with uDroppy;
Post fraudulent, inaccurate or misleading reviews of Suppliers or items (and instead shall always disclose all information a reasonable shopper would want to know about your review, including whether you were provided any compensation or other benefit to write your review);
Solicit business for, direct sales to, or promote any website, service, or entity outside of the Services; or
Violate any export, import or trade control laws, regulations or orders applicable to the export, re-export, transfer, import, sale or use of Products sold under this Agreement (collectively, “Trade Control Laws”). Without limiting the foregoing, you shall not sell, transfer, export or re-export to, or otherwise provide Products under this Agreement, directly or indirectly, (i) to any country (or national or government thereof), state, territory, or region, that is subject to sanctions measures issued or adopted from time to time by U.S. Department of the Treasury’s Office of Foreign Assets Control (“OFAC”) (currently Cuba, Iran, North Korea, Syria, and the Crimea region of Ukraine) or any other applicable sanctions, including the sanctions laws of any other country with jurisdiction over Supplier (collectively, “Sanctions”); (ii) to any person to whom delivery is prohibited under Trade Control Laws or Sanctions, including, without limitation, to any person or entity identified on (A) the Denied Persons List as maintained by the U.S. Department of Commerce Bureau of Industry and Security or (B) the list of Specially Designated Nationals and Blocked Persons as maintained by OFAC, or (iii) for any end-use prohibited under Trade Control Laws or Sanctions, including, without limitation, for any missile, chemical weapons or nuclear end uses).
If uDroppy determines in its sole discretion, suspects, or is informed that you are selling goods or engaging in acts in violation of the foregoing prohibited activities (including, without limitation, selling goods that are counterfeit, illegal, or violate third-party rights) then, without limiting any of uDroppy’s rights under these Terms or at law, uDroppy may in its sole discretion suspend, freeze, terminate or restrict your selling privileges, issue penalties against you, cause payments to you to be withheld or forfeit or take any other actions as uDroppy may deem to be appropriate or as may be required by law.
License: You hereby grant uDroppy a royalty-free, non-exclusive, worldwide, perpetual, sublicensable (through multiple tiers), irrevocable right and license to use, reproduce, perform, display, distribute, adapt, modify, excerpt, analyze, re-format, create derivative works of, and otherwise commercially or non-commercially exploit in any manner your Content in any medium or in any format and for any purpose, including, without limitation, for the advertising, marketing, or promotion of uDroppy or the Services. For the sake of clarity, nothing in the Terms will prevent or impair our right to use your Content 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 United States copyright law, referential use under trademark law, or valid license from a third party).
Reposting Content: By posting Content on uDroppy, it is possible for an outside website or a third party to repost that Content. You agree to indemnify, defend and hold uDroppy harmless for any dispute relating to this use.
Privacy, Legal Requirements, Protection of uDroppy and Others:
When you use the Services, such as when you fulfill a purchase, you may obtain personal information from or about a uDroppy user (“User Data”). Your use of User Data shall comply with applicable data protection law, including without limitation Europe’s General Data Protection Regulation. Unless you obtain a valid consent from the individuals described by User Data, you shall only use User Data in connection with the corresponding transaction with such user (e.g. shipping and fulfillment) or as necessary to meet your statutory legal requirements, such as tax and reporting requirements. You shall employ reasonable and appropriate measures to safeguard User Data from misuse, loss, destruction or unauthorized access or use. You acknowledge and agree that if uDroppy determines in good faith that additional agreements are necessary for compliance with applicable data protection law, you will promptly review and accept such agreements or cease using the Services or applicable portions thereof, such as sales into the European Union.
Without limiting the foregoing, without express opt-in consent from the user, you shall not add any uDroppy user to your email or physical mail list, and shall not upload, access or use tracking technologies (such as browser cookies, web beacons or flash cookies) as part of any item listing. uDroppy does not assume any responsibilities for disputes between you and your customers for using customer information without authorization.
Payment Method or Financial Account Information
Social network account credentials
uDroppy identifications or usernames
7. Arbitration and Class Action Waiver
PLEASE READ THE FOLLOWING ARBITRATION AGREEMENT IN THIS SECTION (“ARBITRATION AGREEMENT”) CAREFULLY. IT REQUIRES YOU TO ARBITRATE MOST DISPUTES WITH uDroppy AND MAY SIGNIFICANTLY AFFECT YOUR LEGAL RIGHTS.
YOU AND uDroppy AGREE THAT ANY DISPUTE, CONTROVERSY, OR CLAIM ARISING OUT OF, OR RELATING TO YOUR USE OF uDroppy, TO ANY PRODUCTS OR SERVICES SOLD OR DISTRIBUTED BY OR THROUGH uDroppy, TO THESE TERMS, OR TO THE CONTENT, AND/OR USER SUBMISSION (PUBLIC, PERSONAL AND/OR LIMITED AUDIENCE) ON uDroppy SHALL BE RESOLVED ONLY BY FINAL AND BINDING, BILATERAL ARBITRATION, subject to the exceptions below.
You and uDroppy agree that these Terms affect interstate commerce and the Federal Arbitration Act, 9 U.S.C. § 1, et seq., and federal arbitration law apply to this agreement and govern all questions as to whether a dispute is subject to arbitration.
“Disputes” shall include, but are not limited to, any claims or controversies between you and uDroppy against each other related in any way to or arising out of in any way from the Service, the Content, Submissions (Public, Personal, and/or Limited Audience), including but not limited to sales, returns, refunds, cancellations, defects, policies, privacy, advertising, or any communications between you and uDroppy, even if the claim arises after you or uDroppy has terminated the Services or a user account. Disputes also include, but are not limited to, claims that: (a) you bring against our employees, agents, affiliates, or other representatives; or (b) that uDroppy brings against you. Disputes also include, but are not limited to, (i) claims in any way related to or arising out of any aspect of the relationship between you and uDroppy, whether based in contract, tort, statute, fraud, warranty, misrepresentation, advertising claims, or any other legal theory; (ii) claims that arose before these Terms or out of a prior set of Terms with uDroppy; (iii) claims that are subject to on-going litigation where you are not a party or a class member; and/or (iv) claims that arise after the termination of these Terms.
Initial Dispute Resolution
Most disputes can be resolved without resorting to arbitration. In the event of a dispute, you and uDroppy each agree to first provide the other a written notice (“Notice of Dispute”), which shall contain: (a) a written description of the problem and relevant documents and supporting information; (b) a statement of the specific relief sought; and (c) the contact information of the party giving it. A Notice of Dispute must be sent to: One Sansome Street, San Francisco, CA 94104 or emailed at [email protected] uDroppy will provide a Notice of Dispute to you via the email address associated with your uDroppy User ID, Supplier ID, or other information provided to uDroppy by you.
You and uDroppy agree to use their best efforts to resolve the Dispute through consultation with one another, and good faith negotiations shall be a condition to either party initiating a lawsuit or arbitration. If an agreement cannot be reached within forty-five (45) days of receipt of the Notice of Dispute, you or uDroppy may commence an arbitration proceeding.
Notwithstanding the foregoing, disputes concerning patents, copyrights, moral rights, trademarks, and trade secrets and claims of piracy or unauthorized use of the Services shall not be subject to arbitration, and the notice and good faith negotiation required by this paragraph shall not apply to these types of disputes.
Binding Arbitration Process and Procedure
Except as provided herein, if we cannot resolve a dispute informally: (1) if you reside in the United States, any dispute will be resolved only by binding arbitration to be held in the county in which you reside or any other location agreed upon between you and uDroppy in writing; and (2) if you reside outside the United States, you understand and agree that arbitration shall be initiated in San Francisco, California. uDroppy and you further agree to submit to the personal jurisdiction of any state or federal court in San Francisco, California to compel arbitration, stay proceedings pending arbitration, or to confirm, modify, vacate, or enter judgment on the award entered by the arbitrator. The parties agree to cooperate regarding the enforcement of any arbitration judgment rendered in accordance with this Agreement, including in connection with the enforcement of such judgment in any country outside the United States as applicable.
To begin an arbitration proceeding, you must send a letter requesting arbitration and describing your claim to General Counsel, ContextLogic Inc., One Sansome Street, 40th Fl, San Francisco, CA 94104. The arbitration will be conducted by a single arbitrator. Disputes involving claims and counterclaims with an amount in controversy under $250,000, not inclusive of attorneys' fees and interest, shall be subject to JAMS' most current version of the Streamlined Arbitration Rules and procedures available at http://www.jamsadr.com/rules-streamlined-arbitration/ ; all other claims shall be subject to JAMS's most current version of the Comprehensive Arbitration Rules and Procedures, available at http://www.jamsadr.com/rules-comprehensive-arbitration/ . JAMS's rules are also available at www.jamsadr.com or by calling JAMS at 800-352-5267. If JAMS is not available to arbitrate, the parties will select an alternative arbitral forum. If there is a conflict between the JAMS Rules (or the rules of the alternative arbitral forum selected by the parties) and the rules set forth in this Agreement, the rules set forth in this Agreement will govern. ARBITRATION MEANS THAT YOU WAIVE YOUR RIGHT TO A JURY TRIAL. You may, in arbitration, seek any and all remedies otherwise available to you pursuant to your state’s law.
To the extent the filing fee for the arbitration exceeds the cost of filing a lawsuit, uDroppy will pay the additional cost. uDroppy shall also bear the cost of any arbitration fees, unless the arbitrator finds your claims, defenses, or other fee-generating activity to be asserted or conducted for an improper purpose or frivolous. You are responsible for all other additional costs that you may incur in the arbitration including, without limitation, attorney’s fees and expert witness costs unless uDroppy is specifically required to pay such fees under applicable law.
If uDroppy’s or your claim is solely for monetary relief of $10,000 or less and does not include a request for any type of equitable remedy, the party bringing the claim may choose whether the arbitration of the claim will be conducted through a telephonic hearing, or by an in-person hearing under the JAMS Rules, solely based on documents submitted to the arbitrator.
You or uDroppy may choose to pursue a claim in small claims court with jurisdiction and venue over you if uDroppy otherwise qualifies for such small claims court and the claim does not include a request for any type of equitable relief. However, if you decide to pursue a claim in small claims court, you agree to still provide uDroppy with advance notice by email to [email protected] and by U.S. Mail to General Counsel, ContextLogic Inc., One Sansome Street, 40th Fl, San Francisco, CA 94104.
These Terms and this Arbitration Agreement do not prevent you from bringing your Dispute to the attention of any federal, state, or local government agency. Such agencies can, if the law allows, seek relief against uDroppy on your behalf.
Authority of Arbitrator
The arbitrator, and not any federal, state or local court or agency shall have exclusive authority to resolve any dispute related to the interpretation, applicability, enforceability or formation of this Arbitration Agreement including, but not limited to any claim that all or any part of this Arbitration Agreement is void or voidable. The arbitrator will decide the rights and liabilities, if any, of you and uDroppy. The arbitration proceeding will not be consolidated with any other matters or joined with any other proceedings or parties. The arbitrator shall have the authority to grant motions dispositive of all or part of any claim or dispute. The arbitrator shall have the authority to award monetary damages and to grant any non-monetary remedy or relief available to an individual under applicable law, the arbitral forum's rules, and these Terms (including the Arbitration Agreement). The arbitrator shall issue a written award and statement of decision describing the essential findings and conclusions on which any award (or decision not to render an award) is based, including the calculation of any damages awarded. The arbitrator shall follow the applicable law. The arbitrator has the same authority to award relief on an individual basis that a judge in a court of law would have. The award of the arbitrator is final and binding upon you and us.
Waiver of Jury Trial
YOU AND uDroppy HEREBY WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO SUE IN COURT (OTHER THAN SMALL CLAIMS COURT AS PERMITTED HEREIN) AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY. You and uDroppy are instead electing that all covered claims and disputes shall be resolved by arbitration under this Arbitration Agreement, except as specified in above. An arbitrator can award on an individual basis the same damages and relief as a court and must follow these Terms as a court would. However, there is no judge or jury in arbitration, and court review of an arbitration award is subject to very limited review.
30-Day Right to Opt Out
You have the right to opt out of the provisions of this Arbitration Agreement by sending a timely written notice of your decision to opt out to the following address: General Counsel, ContextLogic Inc., One Sansome Street, 40th Fl, San Francisco, CA 94104, or by email to [email protected] within 30 days after first becoming subject to this Arbitration Agreement. Your notice must include your name and address, your uDroppy User ID (if any), uDroppy Supplier ID, the email address you used to set up your uDroppy account (if you have one), and a clear statement that you want to opt out of this Arbitration Agreement. If you opt out of this Arbitration Agreement, all other parts of this Agreement will continue to apply to you. Opting out of this Arbitration Agreement has no effect on any other arbitration agreements that you may currently have with us, or may enter into in the future with us.
Parents, Subsidiaries, Affiliates
This Arbitration Agreement will also apply to any claims asserted by you against any present or future parent, subsidiary, or Affiliate of uDroppy, or any employee, officer, director, or investor of uDroppy, and to any claims asserted by any of them against you, to the extent that any such claims arise out of or relate to these Terms (such as with respect to their validity or enforceability), the Services, any person’s access to and/or use of the Services, and/or the provision of content, products, services, and/or technology on or through the Services.
Changes to This Section
uDroppy will provide thirty (30) days' notice of any changes to this section by posting on the uDroppy Services, sending you a message, or otherwise notifying you when you are logged into your account. Amendments will become effective thirty (30) days after they are posted on the uDroppy website or sent to you.
Changes to this section will otherwise apply prospectively only to claims arising after the thirtieth (30th) day. If a court or arbitrator decides that this subsection on “Changes to This Section” is not enforceable or valid, then this subsection shall be severed from the sections entitled “Arbitration” and “Class Waiver” and the court or arbitrator shall apply the first Arbitration and Class Action Waiver sections in existence after you began using the Services.
Subject to the section entitled “Waiver of Class or Consolidated Actions,” if any part or parts of this Arbitration Agreement are found under the law to be invalid or unenforceable, then such specific part or parts shall be of no force and effect and shall be severed and the remainder of the Arbitration Agreement shall continue in full force and effect.
Survival of Arbitration Agreement
This Arbitration Agreement will survive the termination or expiration of these Terms or your relationship with uDroppy.
WAIVER OF CLASS OR CONSOLIDATED ACTIONS:
PLEASE READ THIS SECTION CAREFULLY. IT MAY SIGNIFICANTLY AFFECT YOUR LEGAL RIGHTS.
uDroppy and you agree that any dispute will be brought in an individual capacity, and not on behalf of, or as part of, any purported class, consolidated, or representative proceeding. uDroppy and you further agree to not participate in any consolidated, class, or representative proceeding (existing or future) brought by any third party arising out of or relating to any dispute with a third party.
The arbitrator cannot combine more than one person’s or entity’s claims into a single case, and cannot preside over any consolidated, class or representative proceeding (unless we agree otherwise). And, the arbitrator’s decision or award in one person’s or entity’s case can only impact the person or entity that brought the claim, not other uDroppy users, and cannot be used to decide other disputes with other users.
If any court or arbitrator determines that the class/consolidated/representative action waiver set forth in this section is void or unenforceable for any reason or that arbitration can proceed on a class, consolidated, or representative basis, then the disputes, claims, or controversies will not be subject to arbitration and must be litigated in federal court located in San Francisco, California, or in another forum as agreed upon between you and uDroppy in writing.
If any clause within this Waiver of Class or Consolidated Actions Section is found to be illegal or unenforceable, that specific clause will be severed from this section, and the remainder of its provisions will be given full force and effect.
This Waiver of Class or Consolidated Actions Section will also apply to any claims asserted by you against any present or future parent, subsidiary or Affiliate of uDroppy, or any employee, officer, director, or investor of uDroppy, and to any claims asserted by any of them against you, to the extent that any such claims is a dispute.
This Waiver of Class or Consolidated Actions Section shall survive any termination of your account or the Services.
uDroppy may try to help you resolve disputes with third parties. uDroppy does so in uDroppy's sole discretion, and uDroppy has no obligation to resolve disputes between you and other users or between you and outside parties.
In the event that you have a dispute with one or more other users or other outside parties, you release uDroppy, its officers, employees, agents, and successors from claims, demands, and damages of every kind or nature, known or unknown, suspected or unsuspected, disclosed or undisclosed, arising out of or in any way related to such disputes and/or our Services.
IF YOU ARE A CALIFORNIA RESIDENT, YOU SHALL AND HEREBY DO WAIVE CALIFORNIA CIVIL CODE SECTION 1542, WHICH SAYS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH, IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.” IF YOU ARE NOT A CALIFORNIA RESIDENT, YOU WAIVE YOUR RIGHTS UNDER ANY STATUTE OR COMMON LAW PRINCIPLE SIMILAR TO SECTION 1542 THAT GOVERNS YOUR RIGHTS IN THE JURISDICTION OF YOUR RESIDENCE.
If uDroppy has posted or provided a translation of the English language version of the Terms, you agree that the translation is provided for convenience only and that the English language version will govern your uses of the Services or the Sites.
8. uDroppy's Intellectual Property
The materials displayed or performed or available on or through the Services, including, but not limited to, text, graphics, data, articles, photos, images, illustrations, user submissions, and so forth are protected by copyright and/or other intellectual property laws. You promise to abide by all copyright notices, trademark rules, information, and restrictions contained in such content you access through the Services, and you won’t use, copy, reproduce, modify, create derivative works from, translate, publish, broadcast, transmit, distribute, perform, upload, display, license, sell or otherwise exploit for any purpose any content not owned by you, (i) without the prior consent of the owner of that content or (ii) in a way that violates someone else’s (including uDroppy’s) rights.
9. Access and Interference
Much of the information on uDroppy is updated on a real-time basis and is proprietary or is licensed to uDroppy by uDroppy's Suppliers or third-parties. You agree that you will not use any robot, spider, scraper or other automated means to access uDroppy for any purpose whatsoever, except to the extent expressly permitted by and in compliance with these Terms and uDroppy's API Terms of Service, without uDroppy's prior express written permission. Additionally, you agree that you will not:
Take any action that imposes, or may impose, in uDroppy's sole discretion, an unreasonable or disproportionately large load on uDroppy's infrastructure; or
Interfere or attempt to interfere with the proper working of the Services or any activities conducted on the Services.
Without limiting any other remedies, uDroppy may, without notice, and without refunding any fees, delay or immediately remove Content, warn uDroppy's community of your actions, issue a warning to you, restrict your selling privileges, prohibit your access to the Services, temporarily or indefinitely suspend or freeze your account privileges, terminate your account, issue penalties against you, cause payments to you to be withheld or forfeit, take any other actions as may be required by law, and/or take technical and legal steps to keep you off the Services if: you breach these Terms (including, without limitation, any terms or policies incorporated herein); uDroppy is unable to verify or authenticate any of your personal information or Content; or uDroppy believes that you are acting inconsistently with the letter or spirit of uDroppy's policies, have engaged in improper or fraudulent activity in connection with uDroppy or your actions may cause legal liability or financial loss to uDroppy or other Suppliers using the Services.
11. Warranty Disclaimer
TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW, ALL SERVICES ARE PROVIDED ON AN “AS IS” AND “AS-AVAILABLE” BASIS, WITHOUT ANY WARRANTY OR CONDITION, EXPRESS, IMPLIED OR STATUTORY, OF ANY KIND. TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW, uDroppy (FOR ITSELF AND ITS AFFILIATES AND LICENSORS) EXPRESSLY DISCLAIMS ALL WARRANTIES, REPRESENTATIONS, AND CONDITIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OF TITLE, SupplierABILITY, PERFORMANCE, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, OR THAT USE OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE. IN ADDITION, NO ADVICE OR INFORMATION (ORAL OR WRITTEN) OBTAINED BY YOU FROM uDroppy SHALL CREATE ANY WARRANTY.
YOU ACKNOWLEDGE AND AGREE THAT, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, YOU ASSUME FULL RESPONSIBILITY FOR YOUR USE OF THE SERVICES AND THAT ANY INFORMATION YOU SEND OR RECEIVE DURING YOUR USE OF THE SERVICES MAY NOT BE SECURE AND MAY BE INTERCEPTED OR OTHERWISE ACCESSED BY UNAUTHORIZED PARTIES. YOU AGREE THAT, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, uDroppy IS NOT RESPONSIBLE FOR ANY LOSS OR DAMAGE TO YOUR PROPERTY OR DATA THAT RESULTS FROM ANY MATERIALS YOU ACCESS OR DOWNLOAD FROM THE SERVICES.
IF YOU RELY ON ANY DATA OR INFORMATION OBTAINED THROUGH THE SERVICES, YOU DO SO AT YOUR OWN RISK. YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE OR LOSS THAT RESULTS FROM YOUR USE OF SUCH DATA OR INFORMATION.
CERTAIN JURISDICTIONS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE FOREGOING DISCLAIMERS, EXCLUSIONS AND LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS.
12. Liability Limit
TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (INCLUDING, WITHOUT LIMITATION, TORT, CONTRACT, WARRANTY, STRICT LIABILITY, OR OTHERWISE) SHALL uDroppy (OR ITS AFFILIATES OR LICENSORS) BE LIABLE TO YOU OR TO ANY OTHER PERSON FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING DAMAGES FOR LOST PROFITS, LOSS OF GOODWILL, WORK STOPPAGE, ACCURACY OF RESULTS, OR COMPUTER FAILURE OR MALFUNCTION ARISING OUT OF OR IN ANY WAY RELATED TO THE SERVICES OR YOUR USE OF OR INABILITY TO USE THE SERVICES, EVEN IF uDroppy, ITS AFFILIATES OR ANY OTHER PERSON HAS BEEN ADVISED OF THE POSSIBILITY OF THOSE COSTS OR DAMAGES.
THIS DISCLAIMER APPLIES, WITHOUT LIMITATION, TO ANY DAMAGES OR INJURY ARISING FROM ANY FAILURE OF PERFORMANCE, ERROR, OMISSION, INTERRUPTION, DELETION, DEFECTS, DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUSES, FILE CORRUPTION, COMMUNICATION-LINE FAILURE, NETWORK OR SYSTEM OUTAGE, YOUR LOSS OF PROFITS, ANY THEFT, DESTRUCTION, UNAUTHORIZED ACCESS TO, ALTERATION OF, LOSS OR USE OF, ANY RECORD OR DATA, AND ANY OTHER TANGIBLE OR INTANGIBLE LOSS.
YOU SPECIFICALLY ACKNOWLEDGE AND AGREE THAT uDroppy SHALL NOT BE LIABLE FOR ANY DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY USER OF THE SERVICES.
UNDER NO CIRCUMSTANCES WILL THE TOTAL AGGREGATE AMOUNT THAT uDroppy IS LIABLE TO YOU EXCEED (I) $100 OR (II) THE AMOUNTS PAID BY YOU TO uDroppy IN CONNECTION WITH THE SERVICES IN THE THREE (3) MONTH PERIOD PRECEDING THIS APPLICABLE CLAIM.
THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN uDroppy AND YOU.
CERTAIN JURISDICTIONS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU DESPITE THE “GOVERNING LAW” SECTION OF THESE TERMS, THE ABOVE APPLIES ONLY TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.
TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW, YOU RELEASE US AND AGREE TO INDEMNIFY, DEFEND AND HOLD uDroppy, ITS AFFILIATES, OFFICERS, AGENTS, EMPLOYEES, AND PARTNERS HARMLESS FROM AND AGAINST ANY AND ALL CLAIMS, LIABILITIES, DAMAGES (ACTUAL AND CONSEQUENTIAL), LOSSES AND EXPENSES (INCLUDING ATTORNEYS’ FEES) ARISING FROM OR IN ANY WAY RELATED (A) YOUR ACTUAL OR ALLEGED BREACH OF ANY OBLIGATIONS IN THIS AGREEMENT; (B) YOUR PRODUCTS, SERVICES OR CONTENT, INCLUDING, WITHOUT LIMITATION, ANY ACTUAL OR ALLEGED INFRINGEMENT OR VIOLATION OF ANY INTELLECTUAL PROPERTY RIGHTS, VIOLATION OF ANY PRIVACY RIGHT OR THIRD-PARTY AGREEMENT, VIOLATION OF ANY APPLICABLE LAWS, RULES, OR REGULATIONS, PERSONAL INJURY, DEATH OR PROPERTY DAMAGE RELATED THERETO; (C) YOUR USE OF THE SERVICES (INCLUDING ANY ACTIONS TAKEN BY A THIRD PARTY USING YOUR ACCOUNT); AND (D) YOUR TAXES (AS DEFINED BELOW). 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.
“Your Taxes” means any and all sales, goods and services, use, excise, premium, import, export, value added, consumption, and other taxes, regulatory fees, levies (specifically including environmental levies), or charges and duties assessed, incurred, or required to be collected or paid for any reason in connection with your use of the Services, any advertisement, offer or sale of products, services or Content by you on or through or in connection with the Services. This defined term also means any of the types of taxes, duties, levies, or fees mentioned above that are imposed on or collectible by uDroppy or any of its Affiliates in connection with or as a result of fulfillment services including the storage of inventory or packaging of products, services or Content and other materials owned by you and stored by uDroppy, shipping, or other actions by uDroppy. “Your Taxes,” however, does not include any taxes collected and remitted by uDroppy as disclosed in the Tax Policy.
If requested by uDroppy, then within thirty (30) days thereafter, you will maintain at your expense throughout the remainder of the Term general commercial, umbrella or excess liability insurance with the limits per occurrence and in aggregate requested by us covering liabilities caused by or occurring in conjunction with the operation of your business, including products, products/completed operations and bodily injury, with policy(ies) naming uDroppy and its Affiliates and assignees as additional insureds. At our request, you will provide to us certificates of insurance for the coverage.
15. Taxes; Legal Compliance
As between the parties, you will be responsible for the collection, reporting, and payment of any and all of Your Taxes, except to the extent that uDroppy chooses or is required to calculate, collect, and remit taxes according to applicable law.
Notwithstanding or limiting in any way the foregoing, you shall comply with all applicable domestic and international laws, statutes, ordinances and regulations regarding your use of any Service and, if applicable, your listing, solicitation of offers to purchase, and sale of items. In addition, you will be responsible for paying, withholding, filing, and reporting all taxes, duties, and other governmental assessments associated with your activity in connection with the Services, provided that the uDroppy may, in its sole discretion, do any of the foregoing on your behalf or for itself as it sees fit.
16. Customs Duty and Indirect Taxes
In an effort to remain compliant with respective consumer legislations, we strongly encourage you to maintain good standing with respect to customs and indirect taxes, where applicable.
Due to separate and applicable tax jurisdictions, purchases may be subject to specific sales, customs duty, goods and services taxes (GST) or value-added taxes (VAT), and the shipping time and associated cost may increase.
In an effort to maintain compliance with U.S. or international tax law, uDroppy may require you to provide a valid indirect tax registration number to sell on our marketplace, and you may be required to remit indirect taxes as the result of conducting business. As a result, we strongly encourage you to consult your own tax experts and register for indirect taxes based on your acts and circumstances.
You agree that you are responsible for all indirect tax collection and payment among all parties of this agreement, unless uDroppy chooses to collect and remit tax as disclosed in its Tax Policy.
If any provision of these Terms is held unenforceable, then such provision will be modified to reflect the parties' intention. All remaining provisions of these Terms shall remain in full force and effect.
Provisions that, by their nature, should survive termination of these Terms shall survive termination. By way of example, all of the following will survive termination: any obligation you have to pay us or indemnify us, any limitations on our liability, any terms regarding uDroppy’s ownership or intellectual property rights or any terms regarding disputes between us. The failure of either you or us to exercise, in any way, any right herein shall not be deemed a waiver of any further rights hereunder.
You will not directly or indirectly export, re-export, transmit, or cause to be exported, re-exported or transmitted, any commodities, software or technology to any country, individual, corporation, organization, or entity to which such export, re-export, or transmission is restricted or prohibited, including any country, individual, corporation, organization, or entity under sanctions or embargoes administered by the United Nations, US Departments of State, Treasury or Commerce, the European Union, or any other applicable government authority.
During the course of your use of the Services, you may receive information relating to us or to the Services that is not known to the general public (“Confidential Information”). You agree that: (a) all Confidential Information will remain uDroppy's exclusive property; (b) you will use Confidential Information only as is reasonably necessary for your participation in the Services; (c) you will not otherwise disclose Confidential Information to any other person or entity; and (d) you will take all reasonable measures to protect the Confidential Information against any use or disclosure that is not expressly permitted in this Agreement. You may not issue any press release or make any public statement related to the Services, or use our name, trademarks, or logo, in any way (including in promotional material) without our advance written permission, or misrepresent or embellish the relationship between us in any way.
21. Use of uDroppy Transaction Information
You will not, and will cause your Affiliates not to, directly or indirectly: (a) disclose any uDroppy Transaction Information (defined below), except that you may disclose that information solely as necessary for you to perform your obligations under this Agreement if 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 uDroppy Transaction Information for any marketing or promotional purposes whatsoever, or otherwise in any way inconsistent with our or your privacy policies or applicable Law; (c) contact a person or entity that has ordered your product, service or Content with the intent to collect any amounts in connection therewith or to influence that person or entity to make an alternative transaction; (d) disparage us, our Affiliates, or any of their or our respective products or services or any customer; or (e) target communications of any kind on the basis of the intended recipient being an uDroppy user. In addition, you may only use tools and methods that we designate to communicate with uDroppy users regarding transactions, including for the purpose of scheduling, communicating, or cancelling the fulfillment of products, services or Content. “uDroppy Transaction Information” means, collectively, order information and any other data or information acquired by you or your Affiliates from uDroppy, its Affiliates, or otherwise as a result of this Agreement, the transactions contemplated by this Agreement, or the parties' performance under this Agreement.
22. Force Majeure
We will not be liable for any delay or failure to perform any of our obligations under this Agreement by reasons, events or other matters beyond our reasonable control.
23. Relationship of Parties
24. Electronic Communications
You agree to receive communications from uDroppy electronically, such as emails, texts, mobile push notices, or notices and message on the Services, and to retain copies of these communications for your records. You agree that all terms and conditions, agreements, notices, disclosures, and other communications and documents that uDroppy provides to you electronically will have the same legal effect that such communications or documents would have if they were set forth in “writing.”
You agree that uDroppy may assign all of its rights and duties under this Agreement to an Affiliate of uDroppy, and in such event, uDroppy will notify you of such assignment by email or other written notification. You may not assign any of your rights and duties under this Agreement to any other party without the prior express written consent of uDroppy.
26. Choice of Law
These Terms are governed by and will be construed under the laws of the State of California, without regard to the conflicts of laws provisions thereof.
27. Suggestions and Other Information
If you or any of your Affiliates elect to provide or make available suggestions, comments, ideas, improvements, or other feedback or materials to us (collectively, “Submissions”), uDroppy will consider such Submissions to be non-confidential and non-proprietary. uDroppy shall have no obligations concerning the Submissions, and uDroppy will be free to use, disclose, reproduce, modify, license, transfer and otherwise distribute, and exploit any of the foregoing Submissions in any manner, without any restriction or compensation to you. If we make suggestions on using the Services, you are responsible for any actions you take based on our suggestions.