Vendors 

Vendor General Terms of Service  - Vendors
 
Pac-Mid Technology Group, Inc. dba Droppz
BEFORE YOU USE THE DROPPZ MARKETPLACE, PICKUP, STOREFRONT, DROPPZ DELIVERY, SELF-DELIVERY, OR ANY OTHER DROPPZ PRODUCTS OR SERVICES PLEASE READ THESE TERMS OF SERVICE (“TERMS OF SERVICE”) CAREFULLY. BY EXECUTING THE SIGN-UP SHEET WITH DROPPZ OR USING THE PLATFORM, YOU, ANY ENTITIES THAT YOU REPRESENT AS STATED IN THE SIGN-UP SHEET AND ALL OF YOUR PARTICIPATING VENDOR LOCATIONS ("YOU" OR "VENDOR") AGREE TO BE BOUND BY THESE TERMS OF SERVICE IN ADDITION TO THE TERMS ON YOUR SIGN-UP SHEET OR PRODUCT ADDENDUMS. DROPPZ MAY REVISE THESE TERMS FROM TIME TO TIME. WE WILL NOTIFY YOU OF MATERIAL REVISIONS VIA A SERVICE NOTIFICATION OR AN EMAIL TO THE EMAIL ADDRESS ASSOCIATED WITH YOUR ACCOUNT. BY CONTINUING TO ACCESS OR USE THE SERVICES AFTER THOSE REVISIONS BECOME EFFECTIVE, YOU AGREE TO BE BOUND BY THE REVISED TERMS.
 
SECTION 13 (GOVERNING LAW & DISPUTE RESOLUTION) OF THE TERMS OF SERVICE CONTAINS PROVISIONS THAT GOVERN HOW CLAIMS THAT YOU AND WE HAVE AGAINST EACH OTHER ARE RESOLVED, INCLUDING, WITHOUT LIMITATION, ANY CLAIMS THAT AROSE OR WERE ASSERTED BEFORE THE EFFECTIVE DATE OF THIS AGREEMENT. IN PARTICULAR, SECTION 13 SETS FORTH OUR ARBITRATION AGREEMENT WHICH WILL, WITH LIMITED EXCEPTIONS, REQUIRE DISPUTES BETWEEN US TO BE SUBMITTED TO BINDING AND FINAL ARBITRATION. UNLESS YOU OPT OUT OF THE ARBITRATION AGREEMENT: (1) YOU WILL ONLY BE PERMITTED TO PURSUE CLAIMS AND SEEK RELIEF AGAINST US ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING; AND (2) YOU ARE WAIVING YOUR RIGHT TO SEEK RELIEF IN A COURT OF LAW AND TO HAVE A JURY TRIAL ON YOUR CLAIMS. THE ARBITRATION AGREEMENT COULD AFFECT YOUR RIGHT TO PARTICIPATE IN PENDING PROPOSED CLASS ACTION LITIGATION. PLEASE SEE SECTION 13 FOR MORE INFORMATION REGARDING THIS ARBITRATION AGREEMENT, THE POSSIBLE EFFECTS OF THIS ARBITRATION AGREEMENT, AND HOW TO OPT OUT OF THE ARBITRATION AGREEMENT.
 
BY ENTERING INTO THESE TERMS OF SERVICE WITH DROPPZ, YOU AGREE TO COMPLY WITH APPLICABLE LOCAL LAWS AND GUIDELINES. ADDITIONALLY, YOU UNDERSTAND AND ACKNOWLEDGE THAT YOU MAY BE WAIVING YOUR RIGHTS AND OPTING OUT OF FEE LIMITS UNDER CERTAIN LAWS. THESE RIGHTS AND YOUR WAIVER(S) ARE DESCRIBED BELOW.
 
These Terms of Service, together with the Sign-Up Sheet, the applicable Product Addenda, and other attachments or exhibits hereto, (the “Agreement”) between Droppz and Vendor is effective as of the date that you enter into the Sign-Up Sheet with Droppz. In the event of a conflict between any of the terms in this Terms of Service, Product Addendum, and/or the Sign-Up Sheet, the conflict will be construed in the following order of precedence: 1) Product Addenda, 2) any other term in these Terms of Service, 3) Sign-Up Sheet. Capitalized terms shall have the meaning prescribed in Section 16, or as otherwise provided in the body of this Terms of Service.
 
1.  PREAMBLE. Droppz provides a suite of products, services, and technology solutions to enable vendors to grow their businesses, including online marketplace(s), white label fulfillment, demand generation, certain promotions or marketing services, and warehousing, among others. Vendors are adult-use marijuana retailers, medical cannabis dispensaries, hemp retailers, accessory stores, and/or businesses that sell cannabis culture products to consumers. Droppz and Vendor wish to enter into an ongoing business relationship[MOU1]  pursuant to the terms set forth in this Agreement. Vendor may opt into certain Droppz Products by entering into the applicable Product Addendum. This Agreement applies to all Vendor Locations owned or operated by Vendor, unless excluded in an attached exhibit or mutually agreed in writing.
 
2. OPERATING PROCEDURES.
2.1. Droppz Responsibilities. Droppz will perform the obligations listed in the applicable Product Addenda.
2.2. Vendor Responsibilities. Vendor will: (a) perform the obligations listed in the applicable Product Addenda; (b) notify Droppz of its days and hours of operation, including on holidays; and (c) notify relevant Vendor Location staff members of the relationship with Droppz, and train staff members on receiving and fulfilling Droppz Orders as soon as practicable upon execution of this Product Addendum and on an ongoing basis.
2.3. Malware. Each Party agrees not to perform any action with the intent of introducing to the other Party’s systems, products or services (including the applicable Droppz Product and/or Vendor Application) any viruses, worms, defects, Trojan horses, malware, or any items of a destructive nature.
2.4. Hours of Operation. Droppz will only accept Orders during the operating hours for the applicable Droppz Product, which may vary by Vendor Location and will be separately communicated to Vendor.
2.5. Delivery Areas. To ensure delivery quality, Droppz will only accept Orders to be delivered within a certain preset delivery area.
2.6. Modifications. Droppz reserves the right, at its sole discretion, to change, suspend, or discontinue any Droppz Product (including the availability of any feature or content) or Vendor Location at any time. Vendor shall not list or include any Vendor Products or Locations that subject Droppz to undue regulatory risk, health and safety risk, or other liability. Any such Vendor Products or Locations are subject to removal by Droppz. If applicable, Droppz may, at its sole discretion, remove any Vendor virtual brand concept from the Droppz Product, if Droppz determines that such virtual brand concept does not meet and maintain certain eligibility requirements as communicated by Droppz, provided, however, that Droppz shall use commercially reasonable efforts to inform Vendor of such removal.
2.7. Redelivery. Orders requiring redelivery due to Vendor’s error, including Vendor Personnel providing an incorrect or incomplete Order to the Dropper, are subject to Fees as an additional delivery.
 
3. PAYMENTS. Vendor agrees to pay the Fee(s) as agreed in the Product Addendums and as described in the Rate Card for the applicable Droppz Products. Except as expressly set forth in this Agreement, each Party is responsible for its own costs. Vendor agrees to communicate to Droppz any Dispute, disagreement, or issue with a transaction, Fee, or Order, including those made in connection with fraudulent transactions or payments, within fourteen (14) days of the applicable transaction, Fee, or Order.
 
4. TAXES. Vendor is responsible for all taxes, duties, and other governmental charges on the sale of Vendor Products under this Agreement, and remitting such taxes, duties, and other governmental charges to the appropriate authorities. In many jurisdictions, Droppz may be required to collect sales, use or similar taxes from the Customer and remit such taxes directly to the tax authority. In such jurisdictions, Droppz will inform Vendor that Droppz will remit any applicable taxes to the tax authority and Droppz will be relieved of any responsibility to remit such applicable taxes to Vendor. Additional terms related to the Parties’ respective tax obligations may be set forth in the applicable Product Addendum.
 
5. TERM AND TERMINATION.
5.1. Term. The Agreement will begin on the Effective Date and continue until terminated in accordance with this Agreement, or once all Addenda hereunder have terminated or expired, whichever is earlier.
5.2. Termination. Vendor may terminate this Agreement or any Addendum for any reason at any time upon seven (7) days’ prior written notice to Droppz. Droppz may terminate this Agreement or any Addendum for any reason at any time upon written notice. Either Party may terminate this Agreement immediately, (a) in the event of a material breach by the other Party or (b) if the other Party ceases to do business, becomes insolvent, or seeks protection under any bankruptcy or comparable proceedings. If either Party terminates the Agreement, all Addenda shall automatically terminate.
5.3. Survival. Sections 3 (Payments), 4 (Taxes), 5 (Term and Termination), 6 (License), 7 (Representations and Warranties), 8 (Indemnification), 9 (Limitation of Liability), 10 (Confidentiality), 11 (Data Privacy and Security), 13 (Governing Law, Arbitration, Class Action Waiver), and 14 (Miscellaneous) and rights and obligations in this Agreement which, by their nature, should (or by their express terms do) survive or extend beyond the termination or expiration of this Agreement, shall so survive and extend.
  
6. LICENSE.
6.1. Use of Droppz Products. During the Term, Droppz grants to Vendor a non-exclusive, royalty-free, non-assignable, non-transferable, non-sublicensable, revocable, limited, and fully paid-up license to access the Droppz Product solely to transmit information to facilitate deliveries or pick up in accordance with the terms of this Agreement. Droppz owns and retains all rights, title, and interest in Droppz IP.
6.2. Droppz Product Restrictions. Vendor will not and will not permit or authorize any third party to: (a) sell, license, rent, resell, lease, assign (except as permitted herein), transfer, or otherwise commercially exploit the Droppz Product; (b) circumvent or disable any security or other technological features or measures of, or otherwise gain or attempt to gain unauthorized access to the Droppz Product; (c) reverse engineer, disassemble, decompile, or otherwise attempt to derive the source code or the underlying ideas, algorithms, structure, or organization of the Droppz Product unless such actions are authorized by compulsory provisions of applicable law; (d) use the Droppz Product in any manner or for any purpose that violates any Law; and (e) use the Droppz Product for a reason other than as specifically provided or intended under this Agreement (which includes the applicable Addendums).
6.3. Vendor Content and Trademark; Photographs of Vendor Products.
a. Vendor grants to Droppz a royalty-free, non-exclusive, limited, revocable, and non-transferable right and license to use and display the Vendor Content in the provision of services to Vendor, including, where applicable, listing Vendor as a Vendor on the Droppz Product, referencing Vendor as a Droppz partner, promoting Droppz products and services, and sharing Vendor Content with third parties, including third party services which enable Droppz Customers to access Droppz Products (including its web pages) for Orders.
b. If photographs of Vendor Products are not available or if they do not meet Droppz requirements, as reasonably determined by Droppz, then Vendor consents to Droppz: (i) engaging a professional photographer to take photographs of Vendor Products or other products; (ii) enhancing the quality of Vendor’s existing photographs; (iii) using stock photographs of the Vendor Products or other products; and/or (iv) using photographs from Vendor’s website or social media channels, and displaying such photographs on the applicable Droppz Product as representations of Vendors Products; provided that Vendor may contact Droppz support to have such photographs removed from the Vendor’s store listing and, in such event, Droppz will comply in a timely manner.
6.4. Goodwill. If Licensee, in the course of performing this Agreement, acquires any goodwill or reputation in any of the Marks, all such goodwill or reputation will automatically vest in Licensor: (a) when and as such acquisition of goodwill or reputation occurs; (b) at the expiration or termination of this Agreement; and (c) without any separate payment or other consideration of any kind to Licensee. Licensee agrees to take all such actions reasonably necessary to effect such vesting. Licensee will not contest the validity of any of the Marks or Licensor’s exclusive ownership of them. During the Term, Licensee will not adopt, use or register, whether as a corporate name, trademark, service mark, or other indication of origin, any of the Marks or any word or mark confusingly similar to them in any jurisdiction. As it pertains to Droppz, Droppz parent company (if applicable) may be considered a “Licensor” hereunder.
6.5. Feedback. Vendor may provide Droppz with Feedback. Vendor hereby grants and agrees to grant Droppz all rights, title, and ownership of such Feedback on an unrestricted basis.
 
7. REPRESENTATIONS, WARRANTIES, AND WAIVERS.
7.1. Mutual Representations and Warranties. Each Party represents and warrants that: (a) it has the full right, power, and authority to enter into and perform its obligations under this Agreement, including any Addendum; (b) its performance of its obligations under this Agreement will not result in a breach of any obligation to any third party; (c) such Party’s Marks and materials owned, licensed, developed or used in performance of this Agreement do not knowingly infringe or violate any third-party intellectual property right; (d) it will obtain any necessary permits, consents, certificates, approvals, inspections, releases, authorizations, and licenses and/or file any registration forms (if any) in connection with performing its obligations under this Agreement; and (e) it will comply with all applicable law, regulations, and rules in operating its business and performing its responsibilities hereunder (including, if applicable to Vendor, all such Laws regarding health, food safety, sanitation, food packaging and labeling, including required consumer-facing warnings and calorie information).
7.2. Vendor. Vendor represents and warrants that: (a) it will inform Droppz of any warnings, charges, opt-ins, and instructions related to Vendor Products that become required in the future; (b) if applicable, it will disclose common allergens in any Vendor Products items listed on or sold through the Droppz Platform; (c) it will not include any products restricted by Droppz (“Restricted Items”) as a Vendor Product available on a Droppz Product, or request delivery of any Restricted Items through the Droppz Product, provided that Droppz may allow promotion, sale or delivery of certain Restricted Items after Vendor has entered into a separate agreement with Droppz memorializing such promotion, sale, and/or delivery of such products in compliance with the Laws of the applicable jurisdiction in which such products will be sold; (d) it will not disclose any information related to a Dropper or a Droppz Customer to a third party (except as required to comply with Law or pursuant to a court order); (e) it will comply with the guidelines Droppz publishes that govern any Vendor Content posts on the applicable Droppz Product or Vendor Portal; (f) it shall not offer incentives or payments for reviews or ratings of its business on the Droppz Products; and (g) it shall not use the Droppz Products for any purpose that is detrimental to Droppz or the Droppz Product.
7.3. Disclaimers. EXCEPT AS EXPRESSLY SET FORTH IN SECTION 7.1(c), TO THE EXTENT PERMITTED BY APPLICABLE LAW, DROPPZ HEREBY EXPRESSLY DISCLAIM ALL WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, REGARDING ANY DROPPZ PRODUCT, AND EACH PARTY DISCLAIMS ALL WARRANTIES, EXPRESS IMPLIED, OR STATUTORY RELATED TO EQUIPMENT OR SERVICES PROVIDED TO THE OTHER, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF VENDORANTABILITY, TITLE, SATISFACTORY QUALITY, RESULTS, FITNESS FOR A PARTICULAR PURPOSE, AND/OR NON-INFRINGEMENT. Vendor acknowledges that the operation of the Droppz Product may from time to time encounter technical or other problems and may not necessarily continue uninterrupted or without technical or other errors and Droppz shall not be responsible to Vendor or others for any such interruptions, errors, or problems or an outright discontinuance of the Platform nor for any guarantee of results with respect to the Droppz Product or services. Both Parties acknowledge that neither party has any expectation or has received any assurances for future business or that any investment by a party will be recovered or recouped or that such party will obtain any anticipated amount of profits by virtue of this Agreement.
7.4. Compliance with Local Laws; Waivers. Each Party agrees to comply with applicable local laws and guidelines (“Local Laws”) currently in effect or enacted in the future. To the extent that Vendor avails of the Droppz Products in jurisdictions where industry specific Local Laws apply. Vendor acknowledges that Vendor has read and understood all applicable Waivers, including those related to fee limits, detailed in the abovementioned.
7.5. Remedies. In the event of a breach of Section 7.1(c), the non-breaching Party’s sole remedy, and the breaching Party’s sole liability, is indemnification pursuant to Section 8.1(d).
 
8. INDEMNIFICATION. 
8.1. Indemnification. The Indemnifying Party will, at its own expense defend the Indemnified Party to the fullest extent permitted by Law, and also indemnify the Indemnified Party for any and all Losses arising out of any third-party claim that alleges or results from: (a) any breach of Section 7 by the Indemnifying Party or its Personnel; (b) the gross negligence or more culpable act or omission of the Indemnifying Party or Personnel (including any reckless misconduct) in connection with the performance of this Agreement; (c) bodily injury (including death) or damage to tangible or real property to the extent caused by the Indemnifying Party or its Personnel (including any reckless or willful misconduct) (or, in the case of Vendor as the Indemnifying Party, caused by Vendor Products or any violation or alleged violation Section 7.1(e) as it pertains to Vendor Products, except to the extent such Losses were caused directly by the gross negligence or willful misconduct of Droppz, including Dropperz); and (d) infringement or misappropriation of the intellectual property rights of any third party by the Indemnifying Party’s services (including, in the case of Droppz, the Droppz Product, and in the case of Vendor, the Vendor Applications) or Marks.
8.2. Process. The Indemnified Party shall provide the Indemnifying Party with: (a) prompt notice of any claims, which in no event shall be later than thirty (30) calendar days after the Indemnified Party knew or reasonably should have known that the Indemnifying Party’s defense obligation had been triggered; (b) the option to assume sole control over defense and settlement of any claim; and (c) reasonable assistance in connection with such defense and settlement of the claim, at the Indemnifying Party’s expense. The Indemnified Party may participate in the defense and settlement at its own expense. The Indemnifying Party shall not enter into any settlement agreement that imposes any obligation on the Indemnified Party without the Indemnified Party’s express prior written consent.
8.3. Exclusions. Notwithstanding Section 8.1(d) and for clarity: (a) the Indemnifying Party shall have no duty to defend any third-party allegations of intellectual property infringement or misappropriation (an “IP Claim”) arising out of or related to the conduct of persons or entities other than the Indemnifying Party or its Personnel; and (b) in the case of Droppz, Droppz shall have no duty to defend an IP Claim to the extent such IP Claim would not have occurred without Vendor’s use of the Droppz Product in combination with a Vendor Application, or other Vendor-provided product, process, step, structure, data, or business method, and/or Vendor’s unauthorized modification of the Droppz Product. Notwithstanding Section 8.1(a), Droppz shall have no duty to defend or Indemnify Vendor for taxes, duties, and other governmental charges.
 
9. LIMITATION OF LIABILITY.
9.1. Direct Damages Only. Except with respect to amounts payable to third parties under Section 8, neither Party will be liable to the other for consequential, special, incidental, punitive, exemplary, or indirect damages or for lost profits, lost revenues, harm to goodwill, or the costs of procuring replacement services, regardless of whether such damages were foreseeable. This limitation will apply to all claims under all theories of law and equity, except where prohibited by Law.
9.2. Limitation. Except in the event of a Party’s gross negligence or willful misconduct, or payment obligations, and where prohibited by Law (collectively, the “LOL Exclusions”) or a Party’s indemnification obligations in this Agreement, the total liability of either Party to the other will not exceed $250,000.00. The total liability of either Party to the other for the LOL Exclusions will not exceed $1,000,000.00. For clarity, a Party’s obligation to pay third parties under Section 8 are uncapped.
9.3. Franchisees. For Vendors operating a franchise or similar structure, this limitation of liability applies to all Vendor Locations and all franchisees cumulatively and not individually.
 
10. CONFIDENTIALITY.
10.1.    Precedence. The terms of this Section 10 supersede any non-disclosure or confidentiality agreement entered into by the Parties prior to the Effective Date of this Agreement.
10.2.    Includes. Confidential Information includes information about the Discloser’s business, including product designs, product plans, software and technology, financial information, marketing plans, business opportunities, pricing information, discounts, inventions, and know-how, to the extent disclosed to the Recipient hereunder, and all other information that the Recipient knew, or reasonably should have known, was Confidential Information of the Discloser. Confidential Information also includes the terms and conditions of this Agreement and the existence of the discussions between the Parties. Confidential Information includes trade secrets as defined under applicable law (which includes the Uniform Trade Secrets Act).
10.3.    Does Not Include. Confidential Information does not include information that: (a) is independently developed; (b) is or becomes public knowledge through no breach of this Agreement; or (c) is received from a third party under circumstances that do not create a reasonable suspicion that such information has been misappropriated or improperly disclosed.
10.4.    Recipient Obligations. The Recipient shall: (a) use Confidential Information only as necessary to perform its obligations and/or exercise its rights under this Agreement; (b) hold Confidential Information in strict confidence and take reasonable precautions to protect such Confidential Information (including, without limitation, all precautions Recipient employs with respect to its own confidential materials); (c) not divulge any Confidential Information to any third party except as provided herein; and (d) not copy or reverse engineer any materials disclosed under this Agreement, or remove any proprietary markings from any Confidential Information.
10.5.    Recipient Personnel. The Discloser acknowledges that the Recipient’s Personnel may have access to the Discloser’s Confidential Information. Any such Recipient Personnel given access to any Confidential Information must have a legitimate “need to know,” and the Recipient shall remain responsible for Recipient Personnel’s compliance with the terms of this Agreement.
10.6.    Disclosure of Confidential Information. A Recipient may disclose Confidential Information as compelled by a court or regulator of competent authority, provided that the Recipient provides the Discloser with prompt written notice of such request, to the extent such notice is legally permissible and reasonably practicable.
 
11. DATA PRIVACY AND SECURITY.
11.1.    Vendor agrees not to access, collect, store, retain, transfer, use, disclose, or otherwise process in any manner Droppz Data, including without limitation Personal Information, except as required to perform under this Agreement. Vendor shall keep Droppz Data secure from unauthorized access and maintain the accuracy and integrity of Droppz Data in Vendor’s custody or control by using appropriate organizational, physical and technical safeguards. If Vendor becomes aware of any unauthorized access to Droppz Data, Vendor will immediately notify Droppz, consult and cooperate with investigations and potentially required notices, and provide any information reasonably requested by Droppz. Vendor agrees to implement and use security procedures, protocols or access credentials as reasonably requested by Droppz and will be responsible for damages resulting from Vendor’s failure to comply. Vendor will not allow any third party to use the Droppz Product and will be responsible for damages resulting from sharing Vendor’s login credentials with unauthorized third parties or otherwise permitting unauthorized access to Vendor’s account. vendor may not allow any third party to copy, modify, rent, lease, sell, distribute, reverse engineer, or otherwise attempt to gain access to the source code of the Droppz Product; damage, destroy or impede the services provided through the Droppz Product; transmit injurious code; or bypass or breach any security protection on the Droppz Product. For purposes of clarity, Droppz Data is the Confidential Information of Droppz.
11.2.    Any additional data privacy and security terms required in order to comply with the privacy regulations applicable to the Parties’ partnership in other countries may be set forth in the applicable Product Addendum. The Recipient will establish, maintain, and implement an information security program, including appropriate administrative, technical, organizational, and physical safeguards, that are designed to: (a) ensure the security and confidentiality of Personal Information provided by the Discloser; (b) protect against threats or hazards to the security or integrity of such Personal Information; (c) protect against unauthorized access to or use of such Personal Information; and (d) ensure the proper disposal or destruction of such Personal Information. Each Party shall at all times comply with applicable data privacy and security Laws. If the Recipient becomes aware of any unauthorized access to or loss of Personal Information, it shall promptly report such incident to the Discloser and take appropriate remedial actions.
 
12. INSURANCE.
12.1.    General. The insurance amounts indicated are minimum requirements and not limits of liability, and they are not to be construed as a Party’s consent to substitute its financial liability in excess of the amounts provided in Section 9.
12.2.    Minimum Requirements.
12.2.1.       For Vendors with greater than $1,000,000.00 in annual sales across all Droppz Product(s), each Party will maintain at its sole cost and expense: (a) worker's compensation and employers’ liability insurance with limits no less than the minimum amount required by applicable law for each accident, including occupational disease coverage; (b) commercial general liability insurance, including product liability, and excess liability endorsements of $1,000,000.00 per occurrence; (c) cybersecurity insurance up to $2,000,000.00 per claim and in the aggregate; and (d) umbrella/excess liability insurance up to $5,000,000.00 and in the aggregate.
12.2.2.       For Vendors with less than $1,000,000.00 in annual sales across all Droppz Product(s), each Party will maintain at its sole cost and expense: (a) worker's compensation and employers’ liability insurance with limits no less than the minimum amount required by Law for each accident, including occupational disease coverage; (b) commercial general liability insurance, including product liability, and excess liability endorsements of $1,000,000.00 per occurrence; (c) cybersecurity insurance up to $1,000,000.00 per claim and in the aggregate; and (d) umbrella/excess liability insurance up to $2,000,000.00 and in the aggregate.
12.3.    Automobile Liability Insurance. In addition, Droppz may maintain automobile liability insurance covering Droppz and Dropperz (regardless of whether the vehicles driven by such Dropperz are owned by Droppz, Dropperz or a third party) of $1,000,000.00 per occurrence. Droppz will require all Dropperz to maintain a current and valid automobile insurance policy with limits of liability at least equal to any minimum limits of liability required under Law.
12.4.    Coverage. The policy limits stated above may be met in the form of primary and umbrella/excess coverage. Such insurance is primary and not contributory with the other Party’s insurance.
 
13. GOVERNING LAW & DISPUTE RESOLUTION.
PLEASE READ THE FOLLOWING SECTION CAREFULLY. IT REQUIRES YOU TO ARBITRATE DISPUTES WITH DROPPZ AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF. THIS SECTION OF THIS AGREEMENT SHALL BE REFERRED TO AS THE “ARBITRATION AGREEMENT.”
13.1.    Governing Law and Arbitration. This Agreement is governed by and interpreted in accordance with the laws of the State of Delaware without regard to the conflicts of laws principles thereof.
13.2.    Scope of Arbitration Agreement. Any Dispute shall be finally resolved by binding arbitration except claims: (a) in small claims court, so long as the matter advances only on an individual (non-class, non-representative) basis; and (b) for injunctive relief arising out of the infringement or other misuse of intellectual property rights (such as a Party’s Marks or Droppz IP). Droppz and Vendor agree that, because both are business entities that mutually benefit from streamlined and confidential resolution, this Arbitration Agreement shall apply to all Disputes and shall be binding upon and enforceable by not only the parties, but also their affiliates, subsidiaries, and their respective owners, officers, directors, managers and employees. This Arbitration Agreement shall apply, without limitation, to all claims that arose or were asserted before the Effective Date of this Agreement. CASES HAVE BEEN FILED AGAINST DROPPZ—AND OTHERS MAY BE FILED IN THE FUTURE—THAT ATTEMPT TO ASSERT CLASS ACTION CLAIMS, AND BY ACCEPTING THIS ARBITRATION AGREEMENT YOU ELECT NOT TO PARTICIPATE IN SUCH CASES. IF YOU AGREE TO ARBITRATION WITH DROPPZ, YOU ARE AGREEING IN ADVANCE THAT YOU WILL NOT PARTICIPATE IN OR SEEK TO RECOVER MONETARY OR OTHER RELIEF IN ANY SUCH CLASS, COLLECTIVE, AND/OR REPRESENTATIVE LAWSUIT. INSTEAD, BY AGREEING TO ARBITRATION, YOU MAY BRING YOUR CLAIMS AGAINST DROPPZ IN AN INDIVIDUAL ARBITRATION PROCEEDING. IF SUCCESSFUL ON SUCH CLAIMS, YOU COULD BE AWARDED MONEY OR OTHER RELIEF BY AN ARBITRATOR.
13.3.   Informal Resolution. You and Droppz agree that good-faith informal efforts to resolve disputes often can result in a prompt, low-cost and mutually beneficial outcome. You and Droppz therefore agree that, before either you or Droppz demands arbitration against the other, we will personally meet and confer, via telephone or videoconference, in a good-faith effort to resolve informally any claim covered by this mutual Arbitration Agreement. If you are represented by counsel, your counsel may participate in the conference, but you shall also fully participate in the conference. The party initiating the claim must give notice to the other party in writing of its, his, or her intent to initiate an informal dispute resolution conference, which shall occur within 60 days after the other party receives such notice, unless an extension is mutually agreed upon by the parties. To notify Droppz that you intend to initiate an informal dispute resolution conference, email Vendor.Informal.Resolution@droppzapp.com, providing your name, telephone number associated with your Droppz account (if any), the email address associated with your Droppz account, and a description of your claim. In the interval between the party receiving such notice and the informal dispute resolution conference, the parties shall be free to attempt to resolve the initiating party’s claims. Engaging in an informal dispute resolution conference is a requirement that must be fulfilled before commencing arbitration. The statute of limitations and any filing fee deadlines shall be tolled while the parties engage in the informal dispute resolution process required by this paragraph.
13.4.   Arbitration Rules and Forum. This arbitration agreement shall be governed by the Federal Arbitration Act in all respects. If the rules and procedures of the Federal Arbitration Act cannot apply, the state law governing arbitration agreements in the state of the Vendor Location most closely associated with the Dispute shall apply. Before a party may begin an arbitration proceeding, that party must send notice of an intent to initiate arbitration and certifying completion of the informal dispute resolution conference pursuant to paragraph 19(b). If this notice is being sent to Droppz, it must be sent by email to the counsel who represented Droppz in the informal dispute resolution process, or if there was no such counsel then by mail to General Counsel, at 100 N Howard St, Suite R, Spokane, WA 99201. The arbitration will be conducted by ADR Services, Inc. pursuant to the most current version of its rules available at https://www.adrservices.com/services/arbitration-rules/ and pursuant to the terms of this Agreement. In the event of a conflict between the two, the provisions of this Arbitration Agreement shall supersede any and all conflicting arbitration administrator’s rules or procedures. Arbitration demands filed with ADR Services, Inc. must include (1) the name, telephone number, mailing address, and e-mail address of the party seeking arbitration; (2) a statement of the legal claims being asserted and the factual bases of those claims; (3) a description of the remedy sought and an accurate, good-faith calculation of the amount in controversy, enumerated in United States Dollars (any request for injunctive relief or attorneys’ fees shall not count toward the calculation of the amount in controversy unless such injunctive relief seeks the payment of money); and (4) the signature of the party seeking arbitration. The fees that shall apply to arbitrations administered by ADR Services, Inc. are set forth on ADR Services, Inc.’s website, available as of June 23, 2022 at https://www.adrservices.com/rate-fee-schedule/. Payment of all filing, administration, and arbitration fees will be governed by ADR Services, Inc.’s General Fee Schedule and ADR Services, Inc.’s rules. However, if required by law, Droppz will pay the portion of the initial case opening fees (if any) that exceeds the filing fee to file the case in a court of competent jurisdiction embracing the location of the arbitration. If ADR Services, Inc. is not available to arbitrate, the parties will mutually select an alternative arbitral forum. You may choose to have the arbitration conducted by telephone, video conference, based on written submissions, or in person in the county where you live or at another mutually agreed location. To the extent there is a dispute over which arbitration provider shall administer the arbitration, only a court (and not an arbitrator or arbitration administrator) can resolve that dispute, and the arbitration shall be stayed until the court resolves that dispute. The parties agree that all of the arbitration proceedings, including any discovery, hearings, and rulings, shall be confidential to the fullest extent permitted by law. If at any time the arbitrator or arbitration administrator fails to enforce the terms of this Arbitration Agreement, either party may seek to enjoin the arbitration proceeding in court, and the arbitration shall automatically be stayed pending the outcome of that proceeding.
13.5.   Arbitration Appeal. If the arbitration award includes any injunction or a monetary award that exceeds $100,000, then either party shall have the right to appeal that award to an arbitration appellate panel. The notice of appeal must be served, in writing, on the opposing party within fourteen (14) days after the award has become final. ADR Services shall administer the appeal consistent with the JAMS Optional Arbitration Appeal Procedures, available as of June 23, 2022 at https://www.jamsadr.com/appeal/.
13.6.   Arbitrator Powers. The arbitrator, and not any federal, state, or local court or agency, shall have exclusive authority to resolve any dispute relating to the interpretation, applicability, enforceability 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, except with respect to the Waiver of Class or Consolidated Actions, the enforceability of which can only be determined by a court. All disputes regarding the payment of arbitrator or arbitration-organization fees including the timing of such payments and remedies for nonpayment, shall be determined exclusively by an arbitrator, and not by any court or arbitration administrator. The arbitration will decide the rights and liabilities, if any, of you and Droppz. The arbitration proceeding will not be consolidated with any other matters or joined with any other proceedings or parties. The arbitrator will have the authority to grant motions dispositive of all or part of any claim or dispute. The arbitrator will 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 this Agreement (including this Arbitration Agreement). The arbitrator will issue a written 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 arbitrator’s decision is final and binding on you and Droppz subject to Section 13.5.
13.7.   Waiver of Jury Trial. YOU AND DROPPZ WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO SUE IN COURT AND RECEIVE A JUDGE OR JURY TRIAL. You and Droppz are instead electing to have all Disputes resolved by arbitration, except as specified in Section 13.2 above. There is no judge or jury in arbitration, and court review of an arbitration award is limited.
13.8.   Waiver of Class or Consolidated Actions; Severability. YOU AND DROPPZ AGREE TO WAIVE ANY RIGHT TO RESOLVE CLAIMS WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT ON A CLASS, COLLECTIVE, OR REPRESENTATIVE BASIS. ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS BASIS. CLAIMS OF MORE THAN ONE VENDOR CANNOT BE ARBITRATED OR LITIGATED JOINTLY OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER. If, however, this waiver of class, consolidated, and representative actions is deemed invalid or unenforceable with respect to a particular claim or dispute, neither you nor Droppz is entitled to arbitration of such claim or dispute. Instead, all such claims and disputes will then be resolved in a court as set forth in Section 14.1, after the conclusion of the arbitration of any arbitrable claims, and all other provisions of this Section 13 (Dispute Resolution) shall remain in force. The parties also waive the right to bring any claims for public injunctive relief. If, however, this waiver of public injunctive relief claims is deemed invalid or unenforceable with respect to a particular claim or dispute, then all such claims and disputes will then be resolved in arbitration. Notwithstanding any other provision in this Agreement, any claim that all or part of this Waiver of Class or Consolidated Actions is unenforceable, unconscionable, void or voidable may be determined only by a court of competent jurisdiction and not by an arbitrator. If any provision of this Section 13 is adjudged to be void or otherwise unenforceable, in whole or in part, the void or unenforceable provision shall be severed and such adjudication shall not affect the validity of the remainder of this Section 13. Nothing in this provision shall prevent you or Droppz from participating in a class-wide, collective, or representative settlement of claims.
13.9.   Opt Out. Droppz updates to these Terms of Service do not provide a new opportunity to opt out of the Arbitration Agreement if you had previously agreed to a version of Droppz Terms of Service and did not validly opt out of arbitration. Droppz will continue to honor the valid opt outs of vemdors who validly opted out of the Arbitration Agreement in a prior version of the Terms of Service. If you create a Droppz account for the first time on or after June 23, 2024, you may opt out of this Arbitration Agreement. If you do so, neither you nor Droppz can force the other to arbitrate as a result of this Agreement. To opt out, you must notify Droppz in writing of your intention to opt out by sending a letter, by First Class Mail, to Droppz., 100 N Howard St, Suite R, Spokane, WA 99201. Any attempt to opt out by email will be ineffective. To be effective, your opt-out notice must be postmarked by the later of 30 days after this Terms of Service update or 30 days after your first order on the Platform. Your notice must include your name and address, your Droppz username (if any), the email address you used to set up your Droppz account (if you have one), and a CLEAR statement that you want to opt out of this Arbitration Agreement. The letter may opt out, at most, only one vendor, and letters that purport to opt out multiple vendors will not be effective as to any. No vendor (or his or her agent or representative) may effectuate an opt out on behalf of other persons. 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 have entered into with us or may enter into in the future with us.
13.10.   Survival. This Arbitration Agreement will survive any termination of your relationship with Droppz.
13.11.  Modification. Notwithstanding any provision in the Agreement to the contrary, we agree that if Droppz makes any future material change to this Arbitration Agreement, it will not apply to any individual claim(s) that you had already provided notice of to Droppz.
 
14. MISCELLANEOUS.
14.1.    Litigation Class Action Waiver. To the extent allowed by Law, separate and apart from the Arbitration Agreement found in Section 13, Vendor agrees that any proceeding to litigate in court any Dispute, whether because Vendor opted out of the Arbitration Agreement or any other reason, will be conducted solely on an individual basis, and Vendor agrees not to seek to have any controversy, claim or Dispute heard as a class action, a representative action, a collective action, a private attorney-general action, or in any proceeding in which Vendor acts or proposes to act in a representative capacity (“Litigation Class Action Waiver”). Vendor further agrees that no proceeding will be joined, consolidated, or combined with another proceeding, without the prior written consent of all Parties to any such proceeding. The enforceability of this Litigation Class Action Waiver shall only be determined by a court of competent jurisdiction. If a court of competent jurisdiction determines that all or part of this Litigation Class Action Waiver is unenforceable, unconscionable, void, or voidable with respect to a particular claim or Dispute, then all such claims or Disputes will be resolved in court, after the conclusion of the arbitration of any arbitrable claims or Disputes, and the remainder of this Arbitration Agreement shall remain in full force and effect.
14.2.    Relationship of the Parties. Notwithstanding any provision herein to the contrary, each Party is an independent contractor with respect to its performance of its obligations hereunder. Nothing contained herein is deemed to create the relationship of partnership, principal, and agent, or joint venture between the Parties. Neither Party has any right or authority to incur obligations of any kind in the name of, or for the account of, the other Party nor to commit or bind the other Party to any contract or other obligation. Under no circumstances is either Party considered to be, nor will either Party hold itself out as, an employee, agent, franchisee, or joint venturer of the other Party.
14.3.    Regulatory Fees. If there is a Change in Law, Droppz may pass through such fees and/or costs generated as a result of the Change in Law to Vendor in the affected jurisdiction(s) with 15 days’ written notice. Vendor may terminate this Agreement in part with respect to the affected jurisdiction by providing Droppz with 15 days’ written notice from the date of Droppz notice. Notwithstanding the foregoing, either Party may exercise its termination rights hereunder, either in whole or in part as it pertains to the affected store or jurisdiction.
14.4.    Vendor Code of Conduct. Vendor will comply with the version of the Vendor Code of Conduct published as of the Effective Date at the following hyperlink: https://www.droppz.com/vendor/code-of-conduct, or such other internal code of conduct in effect with Vendor, that Vendor affirms substantially conforms with the Vendor Code of Conduct. Droppz shall also comply with the Vendor Code of Conduct.[MOU1] 
14.5.    Counterparts. This Agreement may be executed in one or more counterparts and signed copies may be delivered by email, in which event, each of which is deemed an original, and all of which together constitute one agreement.
14.6.    Entire Agreement. This Agreement represents the entire agreement between Droppz and Vendor with respect to the subject matter hereof, and supersedes all prior agreements with respect to the subject matter hereof.
14.7.    No Waiver. No amendment to, or waiver of, any provision of this Agreement will be effective unless in writing and signed by both Parties. The waiver by any Party of any breach or default will not constitute a waiver of any different or subsequent breach or default.
14.8.    Assignment. Neither Party may assign this Agreement, or any of its rights or obligations under this Agreement, without the prior written consent of the other Party, which consent may not be unreasonably withheld, and any attempted assignment without such consent will be void; provided that either Party may assign this Agreement without such consent, to an Affiliate, or in connection with any merger, consolidation, sale of all or substantially all of the assigning Party’s assets, or any other similar transaction. Subject to the foregoing in this Section 14.8, this Agreement will be binding upon, and inure to the benefit of, the permitted successors and assigns of each Party. This Agreement will not confer any rights or remedies upon any person other than the Parties, their respective successors, and permitted assigns.
14.9.    Enforcement. If any provision of this Agreement is held to be invalid, illegal, or unenforceable for any reason, such invalidity, illegality, or unenforceability will not affect any other provisions of this Agreement, and this Agreement will be construed as if such invalid, illegal, or unenforceable provision had never been contained herein.
14.10.    Notices. Legal notices to either Party shall be sent to the applicable address on the first page of the Sign-Up Sheet, or such other address as the Party communicates in writing.
14.11.  Promotional Programs; Future Program Changes. This Section 14.11 applies only if Vendor operates a franchisee or similar structure.
14.11.1.     Future Program Changes. From time to time during the Term, Vendor and Droppz may desire to implement efficient enrollment processes that will enable Eligible Franchisees to participate in new Droppz products, promotions or services and/or effect changes to the commercial terms pursuant to which Droppz provides its services to such Eligible Franchisees (“Future Program Changes”).
14.11.2.     To the extent that Vendor is responsible for enrolling Eligible Franchisees to Future Program Changes, Droppz agrees that Vendor may do so in the form of an opt-in, an opt-out, or similar mass sign-up system (“Enrollment Protocol”), provided that Vendor shall administer such Enrollment Protocol in compliance with Law and pursuant to its franchise Product Addendums with the Eligible Franchisees. Furthermore, Vendor agrees to defend, indemnify, and hold Droppz harmless from and against Losses with respect to claims of Eligible Franchisees arising out of or related to the Enrollment Protocol or the enrollment of such Eligible Franchisee to the Future Program Changes.
14.11.3.     To the extent that Droppz is responsible for enrolling Eligible Franchisees to Future Program Changes, Vendor agrees that Droppz may do so in the form of an Enrollment Protocol, provided that Droppz shall administer such Enrollment Protocol in compliance with Law. Furthermore, Droppz agrees to defend, indemnify, and hold Vendor harmless from and against Losses with respect to claims of Eligible Franchisees arising out of or related to the Enrollment Protocol or for Droppz error during the enrollment of such Eligible Franchisee to the Future Program Changes.
14.12.  Franchisees. This Section 14.12 applies only if Vendors operates a franchisee or similar structure. Vendor’s Eligible Franchisees may use certain Droppz Products hereunder pursuant to the terms and conditions of this Agreement, provided that: (a) Vendor has executed the requisite Product Addenda; and (b) the individual franchisee enters into an agreement in substantially the same form as the Franchisee Agreement attached to this Agreement as Exhibit A. For purposes of the Agreement, an “Eligible Franchisee” means a franchisee of Vendor that has signed the Franchisee Agreement. Vendor shall indemnify, defend, and hold Droppz harmless against any third-party suits, fees, costs or expenses resulting from a dispute between Vendor and any of Vendor’s Franchisees relating to or arising from conduct of the Vendor (including former Franchisees). Droppz acknowledges that Vendor is not responsible or liable for any Eligible Franchisee’s acts, omissions or performance, including an Eligible Franchisee’s payment obligations, under the Franchisee Agreement or other agreement between Droppz and Eligible Franchisee. In Sections 2 (Operating Procedures), 3 (Payments), 4 (Taxes), 5.1 (Use of Droppz Products), and 5.2 (Droppz Product Restrictions), “Vendor” shall be replaced with “Eligible Franchisee.” In Sections 6 (Term and Termination), 7 (Representations and Warranties), 8 (Indemnification), 10 (Confidentiality), 11 (Data Privacy and Security), and 12 (Insurance) “Vendor” shall be replaced with “Vendor and Eligible Franchisee”.
14.13.  Use Only Where Legally Allowed. Vendor shall not access or use the Droppz Products or any portion of the Droppz Products if it is not legally allowed to do so where it is located.
14.14.  Third-Party Add-On Features. From time to time, Droppz may make available third-party add-on features (“Third-Party Add-On Features”) for use with the Droppz Products. Third-Party Add-On Features are not included within the definition of Droppz Products under this Agreement, and Droppz hereby expressly disclaims all warranties, express, implied, or statutory, regarding Third-Party Add-On Features, including but not limited to any implied warranties of vendorability, title, satisfactory quality or results, or fitness for a particular purpose and non-infringement. Droppz also makes no representations or warranties regarding availability of any Third-Party Add-On Feature. Third-Party Add-On Features may be discontinued by Droppz and/or the third-party provider at any time, with or without cause.
14.15.  Communications from Droppz. Vendor agrees to receive communications from Droppz, its affiliates, and Dropperz, including via email, text message, calls, and push notifications to the mobile telephone number Vendor provides to Droppz. Vendor also agrees that it may receive communications generated by automatic telephone dialing systems which may deliver pre-recorded messages.  Vendor acknowledges that it can opt out of promotional SMS at any time by texting “STOP.” Message and data rates may apply.
14.16.  Copyright Infringement. If you believe that your work has been copied and posted on the Droppz Products in a way that constitutes copyright infringement, please provide our Copyright Agent with the following information: (a) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest; (b) a description of the copyrighted work that you claim has been infringed; (c) a description of the location on the Droppz Products of the material that you claim is infringing; (d) your address, telephone number and e-mail address; (e) a written statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent or the law; and (f) a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf. Contact information for Droppz Copyright Agent for notice of claims of copyright infringement is as follows: General Counsel, Droppz, 100 N Howard St, Suite R, Spokane, WA 99207.
 
15.  ADDITIONAL TERMS FOR NON-ENTERPRISE VENDORS.
15.1.    Fees.
15.1.1.       Droppz shall be entitled to deduct from such payments Droppz Commission Rate, marketing fees (for identifiable orders), activation fees, subscription fees, and any other fees which Droppz may notify you regarding with at least seven (7) days’ advance written notice.
15.1.2.       To the extent that a third party provider provides services to Vendor on basis of an agreement between third party provider and Vendor via the Droppz Product (for example, a middleware provider) and charges fees to Droppz, Droppz may pass through such third party’s fees to Vendor.
15.1.3.       Vendor agrees, on an ongoing basis, to review and confirm its transactions, fees and charges on orders and invoices and via the Vendor Portal, and to promptly communicate to Droppz in writing (email shall suffice for written notice) any claimed inaccuracies, so that Droppz has the prompt opportunity to address and resolve any issues and so such issues do not persist, which Droppz and Vendor agree is in the best interests of both parties and their commercial relationship. Vendor agrees to communicate to Droppz any disagreement, non-conformity or any issue with any transaction, fee, charge or order, including in connection with fraudulent transactions or payments, within fourteen (14) days of the transaction, fee or order.
15.2. Benefit Programs. Vendor may qualify for special pricing and product benefits, such as commission rebates, described at https://droppz.com/program_benefits
 
 
16.  DEFINITIONS. Note that certain terms may not appear in these Terms of Service but may appear in the Sign-Up Sheet, Rate Card, or a Product Addendum.
16.1.    “Affiliate” means an entity controlled by, controlling or under common control with a Party.
16.2.    “Change in Law” means a material change in (or change in enforcement thereof) Law, labor standard or unionization pertaining to independent contractors and/or the delivery of goods.
16.3.    “Commission” means the fee Droppz charges Vendor for an Order, which is calculated by multiplying (i) the applicable Commission Rate by (ii) the subtotal for the Vendor Products ordered by the Customer, excluding all applicable taxes and other governmental fees and surcharges.
16.4.    “Commission Rate” means the percentage, indicated in the Rate Card for the applicable Droppz Product, that Droppz shall charge Vendor on each Order.
16.5.    “Confidential Information” means all confidential, proprietary, or nonpublic information provided by the Discloser to the Recipient that a reasonable industry participant would deem to be confidential, as further described in Section 10.
16.6.    “Customer” means “Droppz Customer” and “Vendor Customer” collectively or individually, as the context requires.
16.7.    “Dropper” means a person contracted by Droppz to perform the applicable services.
16.8.    “DropPass” means Droppz subscription program for Droppz Customers pursuant to which Droppz Customers will receive $0 delivery fees and reduced service fees on qualifying Orders placed with participating Vendor Locations on the applicable Droppz Product. In order to continue to qualify for DropPass inclusion, Vendor and/or Vendor Locations may be required to meet and maintain certain additional eligibility requirements as communicated by Droppz. Vendor acknowledges that the terms of participation in DropPass do not conflict with, or result in a breach of, any previously existing agreements or terms to which Vendor may be bound.
16.9.    “Delivery Order” means an Order that is delivered by a Dropper.
16.10.  “Discloser” means the Party disclosing Confidential Information.
16.11.  “Dispute” means any dispute, claim or controversy arising out of, relating to, or in connection with this Agreement, including the breach, termination, enforcement, interpretation or validity thereof (as well as the determination of the formation, scope, or applicability of the arbitration agreement in Section 13) or the relationship between the Parties, their affiliates and subsidiaries, and each of their respective owners, directors, managers, and personnel.
16.12.  “Droppz Customer” means the end user accessing the Droppz Product to place an Order.
16.13.  “Droppz Data” means any information that Droppz provides or makes accessible to Vendor, including Personal Information.
16.14.  “Droppz IP” includes all patents, patent applications, inventions, copyrights, trade secrets, Marks, ideas, images (including descriptions of such images), domain names, and any and all other works and materials developed by Droppz (including all intellectual property rights therein and thereto), and similar rights owned by Droppz that are embodied in the Droppz Product or any other Droppz technology or platform.
16.15.  “Droppz Product” means the Droppz technology that Vendor accesses or Droppz provides, as defined in the applicable Product Addendum, in each case, that will allow information to be exchanged between Vendor (which may include Vendor Applications and/or a Third Party Platform) and Droppz. References to the “Droppz Product” include the Droppz Product Documentation.
16.16.  “Droppz Product Documentation” means documentation, specifications, and other materials (whether written or electronic) that describe the operation or function of a Droppz Product.
16.17.  “Exclusive Platform” means that the Droppz Product is the Vendor’s exclusive third-party ordering and/or delivery provider or platform.
16.18.  “Fee” means the fee or commission rate indicated in the Rate Card for the applicable Droppz Product, plus all tips paid by Customer, and may include separate fees for different Order types, if applicable.
16.19.  “Feedback” means any comments, suggestions, or ideas for improvement regarding the Droppz Product or the Droppz Product Documentation, or Vendor’s evaluation and use thereof.
16.20.  “including” means “including without limitation”.
16.21.  “Indemnified Party” means the Party entitled to or seeking indemnification, pursuant to the terms of this Agreement, and its affiliates, respective officers, directors, shareholders, Personnel, successors, and permitted assigns.
16.22.  “Indemnifying Party” means the Party indemnifying the other Party pursuant to the terms of this Agreement.
16.23.  “Law” means all laws, statutes, ordinances, rules, regulations, permits, certificates, judgments, decisions, decrees, or orders of any governmental authority applicable to the referenced Party.
16.24.  “Licensee” means the Party receiving the license described in Section 6.
16.25.  “Licensor” means the Party granting the license described in Section 6. As it pertains to Droppz, an Affiliate of Droppz may be considered a “Licensor” hereunder.
16.26.  “Losses” means the resulting judgments, fines, settlements, court costs, and attorneys’ fees that are incurred by the Indemnified Party, in each case finally awarded by a court of competent jurisdiction.
16.27.  “Marks” means the corporate names, trade names, trademarks, service marks, and logos (including third-party marks to which the Licensor has rights and uses in its business). This includes “DROPPZ”, “DROPPERZ”, and “” marks, as well as any successor marks or designations.
16.28.  “Vendor Application” means the software and/or system(s) that are used by Vendor (if any) to provide digital order solutions and services to Customers generally, including Vendor’s website.
16.29.  “Vendor Content” includes, without limitation, menus, photographs (either provided by Vendor or on Vendor’s website), business information and Vendor Product descriptions (either provided by Vendor or on Vendor’s website), trademarks, logos, Vendor name, location, url, phone number, and other materials provided by Vendor to Droppz.
16.30.  “Vendor Customer” means the Customer accessing the Vendor Application(s) to place an Order.
16.31.  “Vendor Location” means the Vendor store, location, warehouse, or distribution center that are within the territory serviced by Droppz and includes: (a) Vendor Locations owned and operated by Vendor and/or its affiliates, and/or (b) Vendor Locations owned and operated by franchisees of Vendor.
16.32.  “Vendor Portal” means the portal made available by Droppz to Vendor which provides Vendor with Order sales information and other functionality in connection with Vendor’s relationship with Droppz. For purposes of the Agreement, the Vendor Portal is a Droppz Product.
16.33.  “Vendor Product” means the products (e.g., food, beverages ,clothes, art, retail items, etc.) prepared, distributed, or sold by Vendor.
16.34.  “Personnel” means a Party’s employees, agents, contractors, or subcontractors.
16.35.  “Order” means Delivery Orders and Pick Up Orders collectively.
16.36.  “Order Equipment” means any equipment reasonably required by Droppz for Vendor to receive, process and accept Orders (including a tablet or other technology capable of receiving Orders).
16.37.  “Party” means Droppz or Vendor, as the context requires.
16.38.  “Personal Information” means any information that (a) relates to an identified or identifiable natural person (including names, telephone numbers, addresses, signatures, email addresses, and/or other unique identifiers); or (b) that can reasonably be used to identify or authenticate an individual, directly or indirectly (including name, contact information, precise location information, access credentials, persistent identifiers, and any information that may be considered ‘personal data’ or ‘personal information’ under applicable law, including, if applicable, the General Data Protection Regulation (GDPR)), which is collected and/or handled by any of the Parties in connection with this Agreement.
16.39.  “Pick Up Order” means an Order that the Customer picks up at the Vendor Location, instead of being delivered by a Dropper.
16.40.  “Product Addendum” means an addendum to this Agreement that describes the Droppz Product that Vendor accesses pursuant to the terms herein.
16.41.  “Rate Card” means the schedule that details the rates and fees that Vendor shall pay for the Droppz Product(s) that Vendor opts into and/or uses.
16.42.  “Recipient” means the Party receiving Confidential Information.
16.43.  “Scheduled Order” means an Order that the Customer or Vendor indicates should be delivered at some point in the future.
16.44.  “Term” means the period from the Effective Date until the date of termination.
16.45.  “Third Party Platform” means a third party’s technology interface, such as a middleware technology platform, other than the Droppz Product and Vendor Applications, that enables Vendor to request delivery fulfillment and/or provide information necessary to enable such delivery fulfillment.
16.46.  “Unattended Order” means an Order that the Dropper leaves at the Customer’s front door or similar location.
16.47.  “Weblink” means a link from Vendor’s website through an “order now” button that directs traffic to the Vendor Location online ordering page on the Droppz Product.