- These terms of sale (these “Terms”) are the only terms that govern the sale of the services (“Services”) by DropSecure, Inc (the “Company” or “Seller”) to you (“Buyer”) through the Website (as defined below). Notwithstanding anything herein to the contrary, if a written contract signed by both parties is in existence covering the sale of the Services covered hereby, the terms and conditions of said contract shall prevail to the extent they are inconsistent with these Terms.
- Buyer shall pay a monthly fee (the “Fee”) for the Services. Seller shall charge to the credit card provided by Buyer on www.dropsecure.com. Seller invoices for the Service in advance on a monthly basis and provides no provision for refunds or credits of partial months of service for unused months on an existing account. Buyers credit card will automatically be charged at the conclusion of any free trial period.
- Any upgrades or downgrades in Service may result in additional charges to Buyer’s credit card or a change in the monthly Fee charged to Buyer’s credit card.
- Buyer’s account will be considered delinquent if Buyer’s credit card company refuses for any reason to pay the amount charged to Buyer’s card. Delinquent accounts will be suspended immediately and suspension may result in removal of all account data from the Service. Seller shall not be responsible for restoring any data lost as a result of account suspension or deactivation.
- Buyer shall pay interest on all late payments at the lesser of the rate of 1.5% per month or the highest rate permissible under applicable law, calculated daily and compounded monthly. Buyer shall reimburse Seller for all costs incurred in collecting any late payments, including, without limitation, attorneys’ fees. In addition to all other remedies available under these Terms or at law (which Seller does not waive by the exercise of any rights hereunder), Seller shall be entitled to suspend the delivery of any Services if Buyer fails to pay any amounts when due hereunder.
- Buyer shall not withhold payment of any amounts due and payable by reason of any set-off of any claim or dispute with Seller, whether relating to Seller’s breach, bankruptcy or otherwise.
- Seller reserves the right at any time and from time to time to change, discontinue or disable, either permanently or temporarily, the Service or any part thereof, including subscription plans. Fees for the Service are subject to change with 30 days’ notice posted to www.dropsecure.com website and/or e-mail
- If Buyer decides to receive OTP/Verification codes on their mobile phones, they are completely responsible for any charges they may owe to the telecom provider for receiving those SMS.
- SELLER MAKES NO WARRANTY WHATSOEVER WITH RESPECT TO THE SERVICES, WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE OR OTHERWISE
- SELLER MAKES NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO ANY THIRD PARTY PRODUCT OR SERVICES THAT BUYER LOCATES AND FINDS THROUGH THE WEBSITE.
Limitation of Liability
- IN NO EVENT SHALL SELLER BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, LOST PROFITS OR REVENUES OR DIMINUTION IN VALUE, ARISING OUT OF OR RELATING TO ANY BREACH OF THESE TERMS, WHETHER OR NOT THE POSSIBILITY OF SUCH DAMAGES HAS BEEN DISCLOSED IN ADVANCE BY BUYER OR COULD HAVE BEEN REASONABLY FORESEEN BY BUYER, REGARDLESS OF THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT OR OTHERWISE) UPON WHICH THE CLAIM IS BASED, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.
- IN NO EVENT SHALL SELLER’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EXCEED THE TOTAL OF THE AMOUNTS PAID TO SELLER FOR THE SERVICES SOLD HEREUNDER.
- The limitation of liability set forth in Section 4(b) above shall not apply to liability resulting from Seller’s gross negligence or willful misconduct.
- In addition to any remedies that may be provided under these Terms, Seller, in its sole discretion, retains the right to suspend or terminate Buyer’s account and suspend use of the Service at any time without to Buyer, if Buyer: (i) fails to pay any amount within fifteen (15) days of being due hereunder; (ii) has not otherwise performed or complied with any of these Terms, in whole or in part; (iii) becomes insolvent, files a petition for bankruptcy or commences or has commenced against it proceedings relating to bankruptcy, receivership, reorganization or assignment for the benefit of creditors; (iv) or for any other reason Seller may deem necessary. Such termination or suspension will result in forfeiture and relinquishment of all data held in Buyer’s account. Seller reserves the right to refuse access to the Service to anyone at any time for any reason.
- Buyer may cancel their account via telephone by calling (415) 688-7297 and talking to a live human operator during Seller’s normal business hours. When Buyer cancels their account, their data may be instantly and permanently deleted from www.dropsecure.com. If Buyer cancels prior to the end of a billing period, they will not be charged at the beginning of the next billing cycle and their account will be terminated immediately and no refund will be issued.
- No waiver by Seller of any of the provisions of this Agreement is effective unless explicitly set forth in writing and signed by Seller. No failure to exercise, or delay in exercising, any rights, remedy, power or privilege arising from this Agreement operates or may be construed as a waiver thereof. No single or partial exercise of any right, remedy, power or privilege hereunder precludes any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.
- The Seller shall not be liable or responsible to Buyer, nor be deemed to have defaulted or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement when and to the extent such failure or delay is caused by or results from acts or circumstances beyond the reasonable control of Seller including, without limitation, acts of God, flood, fire, earthquake, explosion, governmental actions, war, invasion or hostilities (whether war is declared or not), terrorist threats or acts, riot, or other civil unrest, national emergency, revolution, insurrection, epidemic, lock-outs, strikes or other labor disputes (whether or not relating to either party’s workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials, materials or telecommunication breakdown or power outage.
- These Terms shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns.
Relationship of the Parties
- The relationship between the parties is that of independent contractors. Nothing contained in this Agreement shall be construed as creating any agency, partnership, joint venture or other form of joint enterprise, employment or fiduciary relationship between the parties, and neither party shall have authority to contract for or bind the other party in any manner whatsoever.
No Third-Party Beneficiaries
- This Agreement is for the sole benefit of the parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of these Terms.
- All matters arising out of or relating to this Agreement is governed by and construed in accordance with the internal laws of the State of California without giving effect to any choice or conflict of law provision or rule (whether of the State of California or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than those of the State of California
Submission to Jurisdiction
- Any legal suit, action or proceeding arising out of or relating to this Agreement shall be instituted in the federal courts of the United States of America or the courts of the State of California in each case located in the State of California, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding.
- All notices, request, consents, claims, demands, waivers and other communications hereunder (each, a “Notice”) shall be in writing and addressed to the parties at such address as may be designated by the receiving party. All Notices shall be delivered by personal delivery, nationally recognized overnight courier (with all fees pre-paid), facsimile (with confirmation of transmission) or certified or registered mail (in each case, return receipt requested, postage prepaid). Except as otherwise provided herein, a Notice is effective only (a) upon receipt of the receiving party, and (b) if the party giving the Notice has complied with the requirements of this Section.
- If any term or provision of this Agreement is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.
- Provisions of these Terms which by their nature should apply beyond their terms will remain in force after any termination or expiration of this Order including, but not limited to, the following provisions: Compliance with Laws, Governing Law, Submission to Jurisdiction and Survival.
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