DROPSHIP TERMS AND CONDITIONS

1. READ CAREFULLY

YOU SHOULD READ THE FOLLOWING TERMS AND CONDITIONS BEFORE PRESSING "I ACCEPT" ON THE ACCOUNT VERIFICATION WEB PAGE. THIS AGREEMENT ("AGREEMENT") IS A LEGAL AGREEMENT BETWEEN YOU (EITHER AN INDIVIDUAL OR AN ORGANIZATION), AND FM BUDDIES, LLC, D/B/A DROPSHIP ("DROPSHIP") FOR ANY SERVICES (AS DEFINED BELOW). BY CLICKING “I ACCEPT” ON THE DOWNLOAD WEB PAGE OR USING ANY OF THE SERVICES, YOU AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, YOU MAY NOT USE THE SERVICES. IF YOU DO NOT AGREE, CLICK "DISAGREE/DECLINE." YOU AGREE THAT YOUR USE OF THE SERVICES ACKNOWLEDGES THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND IT, AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS.

2. DEFINITIONS

  1. “Services” refers to the applications, software applications, Website(s), products, and services provided by Dropship pursuant to this Agreement. “Services” also include, but are not limited to associated media, printed media and “online” or electronic documentation.
  2. The “Website” refers to Dropship’s website located at www.dropship.fm and any and all media, content, services, and products provided by Dropship at or through the Website. It also refers to any Dropship-owned domains.
  3. “User(s),” “You,” and “Your” refer to the individual person, company, or Organization that has visited or is using the Website or Services; that accesses or uses any part of an Account; or that directs the use of the Account in the performance of its functions.
  4. “Dropship,” “We,” and “Us” refer to FM Buddies, LLC d/b/a Dropship, as well as our affiliates, managers, subsidiaries, contractors, licensors, officers, agents, and employees.
  5. “Content” refers to content featured or displayed through the Services, including without limitation code, text, data, articles, images, photographs, graphics, software, applications, designs, features, and other materials that are available on the Website or otherwise available through the Services. “Your Content” is Content, written or otherwise, created or uploaded by Users in connection with the Services.
  6. An "Account" represents your legal relationship with Dropship. A “User Account” represents an individual User’s authorization to log in to and use the Services and serves as a User’s identity on Dropship. “Organizations” are shared workspaces that may be associated with a single entity or with one or more Users where multiple Users can collaborate across many projects at once. A User Account can be a member of any number of Organizations.
  7. An “Owner” is a User who has ultimate administrative control over the Organization’s Account, the Organization, and Content.

3. OWNERSHIP OF THE SERVICES

  1. User agrees that FM Buddies, LLC, d/b/a Dropship, a Colorado limited liability company with offices at 3482 W. 125th Dr., Broomfield, CO 80020 (“Licensor”) is the owner of all right, title and interest to the Services, regardless of the media or form of the original download, whether by the Internet, World Wide Web, disk or otherwise. User, through downloading, installing, copying or use of the Services does not acquire any ownership rights to the Services.
  2. The Services are licensed, not sold, to User by Dropship for use only under the terms of this Agreement. The Services are protected by copyright laws and international copyright treaties, as well as other intellectual property laws and treaties. The rights granted herein are limited to Dropship's intellectual property rights in the Services and do not include any other patents or intellectual property rights. The terms of this Agreement will govern any upgrades provided by Dropship that replace and/or supplement the original Services, unless such upgrade is accompanied by a separate license in which case the terms of that license will govern.

4. GRANT OF LICENSE AND RESTRICTIONS

  1. Dropship grants User a non-exclusive, non-transferable end-user license right to use the Services via an Account.
  2. User shall not, without Dropship's express written consent:
    1. Copy or reproduce any component of the Services, including related software (the “Software Product”);
    2. Electronically transfer the Software Product through a LAN (local area network) or other network system or "bulletin board" systems; or
    3. Modify, adapt, or create derivative works based on the Software Product or any accompanying materials.

5. DESCRIPTION OF OTHER RIGHTS AND LIMITATIONS

  1. From time to time, at Dropship's sole discretion, Dropship may provide User with support services related to the Services ("Support Services"). Dropship reserves the right to alter, suspend, and terminate the Support Services at any time and for any reason. Use of Support Services is governed by this Agreement. Dropship only offers support via email, in-Services communications, and electronic messages. Dropship does not offer telephone support.** **
  2. Any supplemental Software, code, content, or media provided to User in the course of Support Services shall be considered part of the Services and subject to the terms and conditions of this Agreement.
  3. Dropship retains all right, title, and interest in and to the Services, and any rights not granted to you herein are reserved by Dropship. User hereby expressly agrees not to extract information, reverse engineer, disassemble, decompile, or translate aby component of the Services, or otherwise attempt to derive the source code of the Software Product, except to the extent allowed under any applicable law. In the event that such activities are permitted by applicable law, any information you, or your authorized agent, discover shall be promptly disclosed to Dropship and shall be deemed the confidential information of Dropship.
  4. User shall not modify, sublicense, assign, or transfer component the Services or any rights under this Agreement, except as expressly provided in this Agreement. Any attempt to other sublicense, assign, or transfer any of the rights, duties, or obligations will be void.

6. TERMS OF ACCOUNT

  1. Subject to this Agreement, User retains ultimate control over User’s Account and any Content within it. An Owner of an Organization can manger User access to the Organizations’ data and projects. An Organization must have at least one Account designated as an Owner of an Account. The Owner of an Organization is responsible under this Agreement for the any and all actions under this Agreement that are performed by the Organization.
  2. User must provide a valid name and email address in order to complete the sign up process. If you are signing up as an Organization, you must provide a valid name and email address. If You sign up for a paid Account, You must accurately provide the required information, including but not limited to credit card information.
  3. You must be a human to create an Account. Accounts registered by "bots" or other automated methods are not permitted. One person or legal entity may maintain no more than one free Account.
  4. You must be age 13 or older. Dropship does not offer its Services to children under 13, and Dropship does not permit any Users under 13 to use the Service. If Dropship learn of any User under the age of 13, Dropship will immediately terminate that User’s Account. If any User is a resident of a country outside the United States, your country’s minimum age may be older; in such a case, User is responsible for complying with User’s country’s laws.
  5. A User login may only be used by one person, and a User login may not be shared by multiple people. An Organization may only provide access to as many Accounts as its subscription allows.
  6. A User may not use the Services in violation of the laws of the United States or any other applicable jurisdiction.
  7. User is responsible for keeping User’s account secure. User is also responsible for all Content posted and any activity under User’s accounts, including but not limited to Content posted by third parties and other Users.
  8. The Services are "Commercial Items," as that term is defined at 48 C.F.R. §2.101, consisting of "Commercial Computer Software" and "Commercial Computer Software Documentation," as such terms are used in 48 C.F.R. §12.212 or 48 C.F.R. §§227.7202-1 through 227.7202-4, as applicable. The Commercial Computer Software and Commercial Computer Software Documentation are being licensed to U.S. Government Users (a) only as Commercial Items and (b) with only those rights as are granted to all other Users pursuant to the terms and conditions herein.
  9. You may not use or otherwise export or re-export the Services except as authorized by United States law and the laws of the jurisdiction in which the Services were obtained. In particular, but without limitation, the Services may not be exported or re-exported (a) into (or to a nation or resident of) any U.S. embargoed countries or (b) to anyone on the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Department of Commerce Denied Person's List or Entity List. By installing or using any component of the Services, you represent and warrant that you are not located in, under control of, or a national or resident of any such country or on any such list.

7. USER ACCOUNT SECURITY

  1. You further agree that in connection with use of the Services, You will not under any circumstances upload, post, host, or transmit any Content that:
    1. is unlawful or promotes unlawful activities;
    2. is or contains sexually obscene Content;
    3. is libelous, defamatory, or fraudulent;
    4. is discriminatory or abusive toward any individual or group;
    5. gratuitously depicts or glorifies violence, including violent images;
    6. contains or installs any active malware or exploits, or uses our platform for exploit delivery (such as part of a command and control system); or
    7. infringes on any proprietary right of any party, including patent, trademark, trade secret, copyright, right of publicity, or other rights.
    8. harass, abuse, threaten, or incite violence towards any individual or group, including Dropship employees, officers, and agents, or other Dropship Users;
    9. use our servers for any form of excessive automated bulk activity (for example, spamming), or relay any other form of unsolicited advertising or solicitation through our servers, such as get-rich-quick schemes;
    10. attempt to disrupt or tamper with Dropship's servers in ways that could harm our Website or Service, to place undue burden on Dropship's servers through automated means, or to access Dropship's Services in ways that exceed your authorization;
    11. impersonate any person or entity, including any of our employees or representatives, including through false association with Dropship, or by fraudulently misrepresenting your identity or site's purpose; or
    12. violate the privacy of any third party, such as by posting another person's personal information without consent.
    13. User agrees to be bound by the Dropship Privacy Policy posted on the Dropship Website as modified from time to time.
    14. User agrees not to engage in any activity that significantly harms any other User.

8. CONTENT

  1. User may create or upload Content while using the Service. You are solely responsible for the content of, and for any harm resulting from, any Content that you post, upload, link to or otherwise make available via the Service, regardless of the form of that Content. We are not responsible for any public display or misuse of your User Generated Content.
  2. Dropship has the right, but not the obligation to refuse or remove any Content that, in our sole discretion, violates this Agreement.
  3. User retains ownership of and responsibility for Your Content. If you are posting anything you did not create yourself or do not own the rights to, you agree that you solely are responsible for any Content you post; that you will only submit Content that you have the right to post; and that you will fully comply with any third party licenses relating to Content you post. You agree to indemnify, defend, and hold harmless Dropship of any for any claims, including negligence claims, related to posting of Your Content.
  4. Unless otherwise specified in this Agreement, User grant us and our legal successors the right to store, parse, and display Your Content, and make incidental copies as necessary to render the Services. This license does not grant Dropship the right to sell Your Content or otherwise distribute or use it outside of our provision of the Service.
  5. Any User-Generated Content you post publicly, including issues, comments, and contributions to other Users' repositories, may be viewed by others. By setting your content settings to be viewed publicly, you agree to allow others to view make their own copies of Your Content. If you set your pages and repositories to be viewed publicly, you grant each User of Dropship a nonexclusive, worldwide license to use, display, and perform Your Content through the Dropship Services and to reproduce Your Content solely on Dropship as permitted through Dropship's functionality (for example, through forking). If you are uploading Content you did not create or own, you are responsible for ensuring that the Content you upload is licensed under terms that grant these permissions to other Dropship Users.
  6. Whenever you make a contribution of having a public setting, you license your contribution under the same terms, and you agree that you have the right to license your contribution under those terms. If you have a separate agreement to license your contributions under different terms, such as a contributor license agreement, that agreement will supersede.
  7. You retain all moral rights to Your Content that you upload, publish, or submit to any part of the Services, including the rights of integrity and attribution. However, you waive these rights and agree not to assert them against us, to enable us to reasonably exercise the rights granted in in this Agreement, but not otherwise. To the extent this Agreement is not enforceable by applicable law, you grant Dropship the rights we need to use Your Content without attribution and to make reasonable adaptations of Your Content as necessary to render the Website and provide the Service.

9. PRIVATE CONTENT

Some Content may have private setting. Dropship considers this Content with private settings to be confidential to you. Dropship will protect the content designated with private settings from unauthorized use, access, or disclosure in the same manner that we would use to protect our own confidential information of a similar nature and in no event with less than a reasonable degree of care. Dropship employees may only access the content of your private repositories in the following situations:

  1. With your consent and knowledge, for support reasons. If Dropship accesses a private repository for support reasons, we will only do so with the owner’s consent and knowledge.
  2. When access is required for security reasons, including when access is required to maintain ongoing confidentiality, integrity, availability and resilience of Dropship's systems and Service.
  3. If we have reason to believe the contents of a private repository are in violation of the law or of these Terms, we have the right to access, review, and remove them. Additionally, we may be compelled by law to disclose the contents of your private account.

10. COPYRIGHT INFRINGEMENT AND INTELLECTUAL PROPERTY

If you believe that content on our website violates your copyright, please contact us by emailing copyright@fmbuddies.com. There may be legal consequences for sending a false or frivolous takedown notice. Before sending a takedown request, you must consider legal uses such as fair use and licensed uses. We will terminate Accounts that violate this policy.

  1. Dropship and our licensors, vendors, agents, and/or our content providers retain ownership of all intellectual property rights of any kind related to the Website and Service. We reserve all rights that are not expressly granted to you under this Agreement or by law. The look and feel of the Services is copyrighted “© FM Buddies, LLC. All rights reserved.”

11. PRICING AND PAYMENT

  1. Our pricing and payment terms and options are available at https://www.dropship.fm/pricing. If you agree to a subscription price, that will remain your price for the duration of the payment term; however, prices are subject to change at the end of a payment term. We will immediately bill you when you upgrade from the free plan to any paying plan. If you change from a monthly billing plan to a yearly billing plan, Dropship will bill you for a full year at the next monthly billing date. If you upgrade to a higher level of service, we will bill you for the upgraded plan immediately. You may change your level of Service at any time by choosing a plan option or going into your Billing settings. If you choose to downgrade your Account, you may lose access to Content, features, or capacity of your Account.
  2. By agreeing to this Agreement, you are giving us permission to charge your on-file credit card or other approved methods of payment for fees that you authorize for Dropship. Users are responsible for all fees, including taxes, associated with your use of the Service. By using the Service, you agree to pay Dropship any charge incurred in connection with your use of the Service. If you dispute the matter, contact billing@fmbuddies.com.

12. ALL RESERVED

All rights not expressly granted herein are reserved by Dropship.

13. TERM

  1. This Agreement is effective until terminated. User may terminate it at any time by accessing their accounts page and removing their account.
  2. Your rights under this Agreement will terminate automatically without notice from Dropship if you fail to comply with any term(s) or condition(s) of this Agreement. In such event, no notice shall be required by Dropship to affect such termination.
  3. Upon termination of this Agreement, you shall cease all use of the Services and destroy all copies, full or partial, together with all backup copies, modifications, printed or written materials, and merged portions in any form and remove all component parts of the Services.

14. DISCLAIMER OF WARRANTIES

YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT USE OF THE SOFTWARE IS AT YOUR SOLE RISK AND THAT THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY AND EFFORT IS WITH YOU. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES IS PROVIDED "AS IS," WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND, AND DROPSHIP AND DROPSHIP'S AFFILIATES (COLLECTIVELY REFERRED TO AS "DROPSHIP" FOR THE PURPOSES OF SECTIONS 10 AND 11) HEREBY DISCLAIM ALL WARRANTIES AND CONDITIONS WITH RESPECT TO THE SERVICES, EITHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES AND/OR CONDITIONS OF MERCHANTABILITY, OF SATISFACTORY QUALITY, OF FITNESS FOR A PARTICULAR PURPOSE, OF ACCURACY, OF QUIET ENJOYMENT, AND NON-INFRINGEMENT OF THIRD-PARTY RIGHTS. DROPSHIP DOES NOT WARRANT AGAINST INTERFERENCE WITH YOUR ENJOYMENT OF THE SERVICES THAT THE FUNCTIONS CONTAINED IN THE SERVICES WILL MEET YOUR REQUIREMENTS, THAT THE OPERATION OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS IN THE SERVICES WILL BE CORRECTED. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY DROPSHIP OR A DROPSHIP AUTHORIZED REPRESENTATIVE SHALL CREATE A WARRANTY. SHOULD THE SERVICES PROVE DEFECTIVE, YOU ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR OR CORRECTION. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATION ON APPLICABLE STATUTORY RIGHTS OF A CONSUMER, SO THE ABOVE EXCLUSION AND LIMITATIONS MAY NOT APPLY TO YOU.

15. LIMITATION OF LIABILITY

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL DROPSHIP, ITS AFFILIATES OR LICENSEES, BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR ANY OTHER PECUNIARY LOSS) ARISING OUT OF THE USE OF OR INABILITY TO USE THE SERVICES OR THE PROVISION OF OR FAILURE TO PROVIDE SUPPORT SERVICES, EVEN IF DROPSHIP HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN ANY CASE, DROPSHIP'S ENTIRE LIABILITY UNDER ANY PROVISION OF THIS AGREEMENT SHALL BE LIMITED TO THE GREATER OF THE AMOUNT ACTUALLY PAID BY YOU FOR THE SERVICES OR $300.00. BECAUSE SOME STATES AND JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY, THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

USER IS RESPONSIBLE, DEFENDS AND INDEMNIFIES AND HOLDS DROPSHIP HARMLESS FOR ANY AND ALL LOSSES, LIABILITY, DAMAGES, CLAIMS (INCLUDING BUT NOT LIMITED TO CLAIMS FOR GROSS NEGLIGENCE) ARISING OUT OF, OR INCURRED IN CONNECTION WITH, USER’S USE OF THE SERVICES PURSUANT TO THIS AGREEMENT. SHOULD ANY CLAIM SUBJECT TO INDEMNITY BE MADE AGAINST DROPSHIP, DROPSHIP AGREES TO PROVIDE USER WITH PROMPT WRITTEN NOTICE OF THE CLAIM. DROPSHIP WILL CONTROL THE DEFENSE AND SETTLEMENT OF ANY CLAIM SUBJECT TO INDEMNITY.

16. CONTROLLING LAW AND SEVERABILITY

This Agreement will be governed by and construed in accordance with the laws of the State of Colorado, as applied to agreements entered into and to be performed entirely within Colorado between Colorado residents. This Agreement shall not be governed by the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded. If for any reason a court of competent jurisdiction finds any provision, or portion thereof, to be unenforceable, the remainder of this Agreement shall continue in full force and effect. Any dispute concerning this Agreement shall be resolved through binding arbitration with the Judicial Arbiter Group, and the location of such arbitration shall occur in Denver, Colorado.

14. API TERMS AND STORAGE

  1. Abuse or excessively frequent requests to Dropship via the API may result in the temporary or permanent suspension of your Account's access to the API. Dropship, in its sole discretion, will determine abuse or excessive usage of the API. Users may not use the API to download data or Content for spamming purposes, including for the purposes of selling Users' personal information.
  2. Dropship reserves the right to terminate this Agreement, in Dropship’s sole discretion, in the event that Users storage of data on the Services is excessive.

17. TERMINATION AND CANCELLATION.

  1. User is responsible for cancelling User’s Account with Dropship in accordance with this Agreement. You can cancel your Account at any time by going https://www.dropship.fm/my-account. Dropship will not cancel Accounts in response to an email or phone request. Upon cancellation, Dropship will retain and User’s information as necessary to comply with its legal obligations and to enforce this Agreement, but barring legal requirements, Dropship reserves the right will delete Content within 90 days of cancellation or termination. This information cannot be recovered once your Account is cancelled. We will not delete Content that you have contributed to other Users' repositories or that other Users have copied.
  2. Dropship has the right to suspend or terminate User access to all or any part of the Services at any time, with or without cause, with or without notice, effective immediately. Dropship reserves the right to refuse Services to anyone for any reason at any time.

18. GENERAL

  1. This Agreement may not be modified or amended except in a writing signed by an authorized officer of each party. The failure of either party to enforce any provision of this Agreement shall not be deemed a waiver of the provisions or of the right of such party thereafter to enforce that or any other provision.
  2. Except as otherwise provided in this Agreement, notices required to be given pursuant to this Agreement shall be effective when received, and shall be sufficient if given in writing, hand-delivered, sent email to the User account or to support@fmbuddies.com.
  3. For contractual purposes, User (1) consent to receive communications from us in an electronic form via the email address you have submitted or via the Services; and (2) agree that all Terms of Service, agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that those communications would satisfy if they were on paper. This section does not affect your non-waivable rights.
  4. Except for service of legal process, communications must be made through email to Dropship. Other mediums of communication will not constitute legal notice to Dropship or any of its officers, employees, agents or representatives in any situation where notice to Dropship is required by contract or any law or regulation. Service of legal process on Dropship must be accomplished pursuant to applicable law.