By using FreshDrop or by signing up as a Member, you agree to be legally bound by these Terms and Conditions of Use (the "Terms and Conditions"), including those terms and conditions incorporated by reference. In these Terms and Conditions, all services provided by and related to FreshDrop, and all text, images, photographs, user interface, "look" and "feel", data and other content included at FreshDrop from time to time (including, without limitation, the selection, coordination and arrangement of such content) are sometimes referred to as the "Web Site" and/or "Service."
You are only authorized to use the FreshDrop Services (regardless of whether your access or use is intended) if you agree to abide by all applicable laws and to these Terms and Conditions. Please read these Terms and Conditions carefully and save it. If you do not agree with it, you should leave the FreshDrop Website and discontinue use of the FreshDrop Services immediately. If you wish to become a Member or communicate with other Members, you must read these Terms and Conditions and indicate your acceptance during the registration process. FreshDrop may revise these Terms and Conditions at any time by updating this posting. You should visit this web page periodically to review the Terms and Conditions, because they are binding on you.
You acknowledge and agree that FreshDrop shall have the right (but not the obligation) in its sole discretion, to pre-screen, refuse or remove any User provided content that violates these Terms and Conditions or is otherwise objectionable, including, without limitation, projects or content that is illegal, obscene, indecent, defamatory, incites religious, racial or ethnic hatred, or violates the rights of others. Activity that is brought to our attention which appears in our sole judgment to violate the law will be brought to the attention of the proper authorities. You acknowledge, consent and agree that FreshDrop may access, preserve, and disclose your account information and content if required to do so by law or in a good faith belief that such access preservation or disclosure is reasonably necessary to: (a) comply with legal process; (b) enforce these Terms and Conditions; (c) respond to claims that any content violates the rights of third-parties; (d) respond to your requests for customer service; or (e) protect the rights, property, or personal safety of FreshDrop, its users and the public.
1. FreshDrop Service Generally
(a) Description. The FreshDrop Service is an online offering where individuals that have signed up with FreshDrop as members (each, a "Member") or visitors that browse the Web Site (each, a Visitor, and collectively with the Members, the Users) can access certain analytical data regarding certain domain names as well as complete purchases of such domain names.
(b) Packages. FreshDrop also offers paid premium Service. Members who choose such premium Services will need to pay a monthly subscription fee.
(c) Payment for Packages. When you register for any Service which requires payment, you must pay for the Service via credit card or other payment method expressly authorized by FreshDrop. You will be charged for the Package you have selected. If you pay by credit card, you will be required to provide a valid credit card number and credit card billing address when registering as a Member. FreshDrop will email you a receipt for the transactions in which you are involved. Our fee policy for Members may change and we may decide to impose additional fees on Members at any time; however, such additional fees will not apply to payments for Packages that are submitted before FreshDrop implements any such change in fees.
2. Eligibility, Access, Use and Service
(a) Eligibility Requirements. Use of and membership in the FreshDrop Services or Web Site is void where prohibited. By using the FreshDrop Services, you represent and warrant that (a) all registration information you submit is truthful and accurate; (b) you will maintain the accuracy of such information; (c) you are 14 years of age or older; and (d) your use of the FreshDrop Services does not violate any applicable law or regulation. FreshDrop does not knowingly collect any information from Users under 14 years of age and does not accept Members less than 14 years of age. Your profile may be deleted and your Membership may be terminated without warning, if we believe that you are less than 14 years of age. To register for premium Services, you must be at least 18 years of age, agree to these Terms and Conditions. FreshDrop may accept or reject your registration in its sole discretion.
(b) Authorization to Use; Permitted Uses. You may access and use the Service solely in accordance with these Terms and Conditions and any posted policies and procedures that appear on the Web Site. Any use of the Web Site is at your sole risk and responsibility. Subject to these Terms and Conditions, you may (i) display the Web Site on an Internet access device, and (ii) on an occasional, infrequent and ad hoc basis, and only in circumstances that constitute "fair use" under United States copyright law, print copies of insubstantial portions of the Web Site.
(c) Prohibited Uses. Except as expressly permitted in these Terms and Conditions, you may not display or print the Web Site. Additionally, you agree to comply with all applicable laws in connection with your use of the Service, and with such further limitations or rules as may be set forth on the Web Site. Without limiting the foregoing, you agree not to transmit, distribute, post, communicate or store information or other material on, to or through the Web Site that (i) is copyrighted, unless you are the copyright owner; (ii) reveals trade secrets, unless you own them; (iii) infringes on any other proprietary or intellectual property rights of others, on the privacy or publicity rights of others, or any statutory right; (iv) is obscene, defamatory, threatening, harassing, abusive, hateful, or embarrassing to any other person or entity; (v) is sexually-explicit; (vi) constitutes advertisements or solicitations of business, chain letters or pyramid schemes; or (vii) contains viruses, Trojan horses, worms, time bombs, or other computer programming routines or engines that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or information. You further agree not to (a) use any incomplete, false or inaccurate biographical information or other information for purposes of registering as a Member; (b) delete or revise any material or other information of any other user of FreshDrop; (c) take any action that imposes an unreasonable or disproportionately large load on the Web Site's infrastructure; (d) use any device, software or routine to interfere or attempt to interfere with the proper working of the Service or any activity being conducted on the Web Site; (e) use or attempt to use any engine, software, tool, agent or other device or mechanism (including, without limitation, browsers, spiders, robots, avatars or intelligent agents) to navigate or search the Web Site, other than the search engine and search agents available from FreshDrop on the Web Site and other than generally available third-party web browsers (e.g., Microsoft Internet Explorer and Netscape Navigator); ); (f) perform in excess of three thousand (3,000) searches of any nature per month using the search engine and search agents available from FreshDrop on the Web Site; or (g) attempt to decipher, decompile, disassemble or reverse-engineer any of the software comprising or in any way making up a part of the Web Site.
(d) Web Site Security. You are prohibited from violating or attempting to violate the security of the Web Site, including, without limitation, (i) accessing data not intended for you or logging into a server or account that you are not authorized to access; (ii) attempting to probe, scan or test the vulnerability of a system or network or to breach security or authentication measures without proper authorization; (iii) attempting to interfere with service to any user, host or network, including, without limitation, by way of submitting a virus to, or overloading, "flooding", "spamming", "mailbombing" or "crashing", the Web Site; (iv) sending unsolicited email to any user of the Web Site, including promotions and/or advertising of products or services; or (v) forging any TCP/IP packet header or any part of the header information in any email or posting generated in connection with the Service. Violations of system or network security may result in civil or criminal liability. FreshDrop will investigate occurrences that may involve such violations and may involve, and cooperate with, law enforcement authorities in prosecuting users who are involved in such violations. FreshDrop reserves the right to review postings on the Web Site, to remove any postings, and to terminate your ability to communicate with, or post to, the Web Site at any time without notice, in its sole discretion. FreshDrop will use commercially reasonable efforts not to disclose any information you communicate with, or post to, the Web Site, but reserves the right to disclose such information to the extent necessary to satisfy any applicable law, regulation, legal process or governmental request, and the right to edit, refuse to post or to remove any information or materials, in whole or in part.
(e) Operation of Web Site. FreshDrop shall not be responsible for any delays or interruptions of, or errors or omissions contained in, the Web Site. FreshDrop reserves the right, but shall not be required, to correct any such delays, interruptions, errors or omissions. Although FreshDrop intends to use commercially reasonable efforts to make the Web Site and Service accessible, FreshDrop makes no representation, warranty or covenant that the Web Site or Service will be available at all times or at any time. Various circumstances may pr or delay availability, including telecommunications and/or server problems. FreshDrop may at any time discontinue the Web Site in whole or in part, may change or eliminate any transmission method, and may change transmission speeds or other signal characteristics. FreshDrop shall not be responsible for any loss, cost, damage or liability that may result from any of the circumstances, actions or inactions described in this paragraph.
3. Registration, Password, User Identity
(a) Your User Identity. When you register as a Member, you will create a user identity (your "User Identity"), which will be your identity for purposes of interacting with other users through the Web Site. Your User Identity will include certain personal information, such as, the industry in which you operate. However, your user name need not be your real name. During the registration process, the fields requesting information that will be made available to others as part of your User Identity are identified. You are responsible for ensuring that you are comfortable making such information available to other Web Site users.
(b) Access Numbers, Passwords, and Password Access. You shall keep confidential, shall not disseminate, and shall use solely in accordance with these Terms and Conditions, your User Identity, registration identification and password for the Web Site. You shall immediately notify FreshDrop if you learn of or suspect: (i) any loss or theft of your User Identity, registration identification or password, or (ii) any unauthorized use of your registration identification or password or of the Web Site. In the of such loss, theft, or unauthorized use, FreshDrop may impose on you, at FreshDrop's sole discretion, additional security obligations.
(c) Security Breaches and Revision. If any unauthorized person obtains access to the Web Site as a result of any act or omission by you, you shall use your best efforts to ascertain the source and manner of acquisition and shall fully and promptly inform FreshDrop. You shall otherwise cooperate and assist in any investigation relating to any such unauthorized access.
4. Ownership; Rights to Use
(a) Web Site and Service Generally. Other than data or other information that is owned by other parties on the Web Site, FreshDrop will own all right, title and interest in and to all copyright, trademark, service mark, patent, trade secret or other intellectual property and proprietary rights in and to the Web Site and Service, in all media now known or later devised, to the fullest extent provided under United States and international law. You shall not remove, conceal or alter any copyright notice, byline information, disclaimer, restriction or other notice on the Web Site or any portion thereof. You shall not use or permit any third party to use the name, trademarks, trade names, or trade dress of FreshDrop, including "FreshDrop", without the prior written consent of FreshDrop, as determined in its sole discretion, for each such use.
5. Nondisclosure and Privacy
6. Disclaimers; Indemnification; Limitations of Liability
(a) Responsibility for Content. FreshDrop shall not be responsible for any use that is or is not made of the Web Site or the Service. Without limiting the foregoing, FreshDrop makes no representations, warranties or covenants regarding, and does not guarantee, the truthfulness, accuracy, or reliability of any information or other material that are communicated through, or posted to, the Service, whether by Users, FreshDrop or otherwise, nor does FreshDrop endorse any opinions expressed by any User. While FreshDrop attempts to post information it believes to be accurate, FreshDrop makes no representations, warranties or covenants regarding the validity of the information posted on FreshDrop. You acknowledge that any reliance on information or other material communicated through the Service or posted to the Web Site will be at your own risk. Without limiting the foregoing, you agree and acknowledge that you use the Service and the Web Site at your own risk.
(b) Links to Third-Party Services. The Web Site may contain links to third-party web sites or other services (the "Linked Content"). The Linked Content is not under the control of FreshDrop and FreshDrop is not responsible for the Linked Content, including, without limitation, links contained in the Linked Content, or any changes or updates to Linked Content. FreshDrop is providing Linked Content to you only as a convenience, and the inclusion of such Linked Content is not an endorsement by FreshDrop of such Linked Content. If you decide to access any Linked Content, you do so at your own risk.
(c) Disclaimer of Warranties. THE SERVICE AND THE WEBSITE ARE PROVIDED "AS IS." FreshDrop MAKES NO REPRESENTATION OR WARRANTY OF ANY KIND WHATSOEVER TO YOU OR ANY OTHER PERSON RELATING IN ANY WAY TO THE WEB SITE, INCLUDING ANY PART THEREOF, OR ANY WEB SITE OR OTHER CONTENT OR SERVICE THAT MAY BE ACCESSIBLE DIRECTLY OR INDIRECTLY THROUGH THE WEB SITE, INCLUDING ANY USER IDENTITY OR LINKED CONTENT. FreshDrop DISCLAIMS, TO THE MAXIMUM EXTENT PERMITTED BY LAW, ANY AND ALL SUCH REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS OR IMPLIED. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, FreshDrop DISCLAIMS, TO THE MAXIMUM EXTENT PERMITTED BY LAW, ANY AND ALL (i) WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE; (ii) WARRANTIES AGAINST INFRINGEMENT OF ANY THIRD-PARTY INTELLECTUAL PROPERTY OR PROPRIETARY RIGHTS; (iii) WARRANTIES RELATING TO DELAYS, INTERRUPTIONS, ERRORS, OR OMISSIONS IN THE WEB SITE, OR ANY PART THEREOF; (iv) WARRANTIES RELATING TO THE TRANSMISSION OR DELIVERY OF THE WEB SITE; AND (v) WARRANTIES OTHERWISE RELATING TO PERFORMANCE, NON-PERFORMANCE, OR OTHER ACTS OR OMISSIONS BY FreshDrop OR ANY THIRD PARTY. FURTHERMORE, THERE IS NO WARRANTY THAT THE WEB SITE WILL MEET YOUR NEEDS OR REQUIREMENTS OR THE NEEDS OR REQUIREMENTS OF ANY OTHER PERSON.
(d) Release from Claims. The Service serves solely as a source of information and avenue for interaction between Members. FreshDrop does not regularly screen or censor any information or material posted to the Web Site. Although FreshDrop makes commercially reasonable efforts to determine the identity of Members, FreshDrop cannot and does not confirm that any Member or other user is who they claim to be or that any Member or other user has the qualifications he or she claims to have. Because FreshDrop does not and cannot be involved in user-to-user dealings or control the behavior of participants on the Web Site, if you have a dispute with one or more users, you hereby release FreshDrop (and our affiliates, agents and employees) from claims, demands and damages (actual and consequential, direct and indirect) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such disputes. If you are a California resident, you waive California Civil Code section 1542, which says: "A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor."
(e) Indemnification. You hereby agree to defend, indemnify and hold harmless FreshDrop and its subsidiaries, affiliates, officers, agents, co-branders or other partners and employees from any action, claim, demand, or liability arising from or relating to your violation of any of these Terms and Conditions or use of the Web Site, and any expenses incurred in connection therewith, including, without limitation, reasonable attorneys' fees.
(f) Limitation of Damages. IN NO SHALL FreshDrop OR ANY THIRD PARTY BE LIABLE TO YOU OR ANY OTHER PERSON FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR INDIRECT DAMAGES ARISING UNDER OR IN ANY WAY RELATED TO THE WEB SITE, INCLUDING ANY PART THEREOF, OR THESE TERMS AND CONDITIONS OR ANY OTHER CONSENT (INCLUDING LOST PROFITS, LOSS OF BUSINESS OR DATA, BUSINESS INTERRUPTION, TRADING LOSSES, AND DAMAGES THAT RESULT FROM INACCURACY OF THE INFORMATION OR INCONVENIENCE, DELAY, OR LOSS OF THE USE OF THE SERVICE) EVEN IF FreshDrop OR ANY THIRD PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES. FreshDrop'S TOTAL LIABILITY FOR DAMAGES SHALL BE LIMITED TO THE TOTAL AMOUNT YOU PAID TO FreshDrop FOR YOUR PACKAGE UNDER THESE TERMS AND CONDITIONS.
8. Miscellaneous Provisions
(b) Amendment. No modification, amendment, or waiver of these Terms and Conditions or any part hereof shall be binding unless evidenced in writing and signed by FreshDrop.
(c) Severability. If any provision of these Terms and Conditions is held by a court of competent jurisdiction to be invalid, void, or unenforceable, then such provision shall be deemed null and void, but the remaining provisions shall continue in full force without being impaired or invalidated in any way.
(d) Mutual Participation. The language of these Terms and Conditions shall be deemed to be the language mutually chosen by the parties and no rule of strict construction shall be applied against or in favor of either party hereto.
(e) Headings. The section headings and other headings contained herein shall not affect the meaning or interpretation of these Terms and Conditions.
(f) Choice of Law; Forum. These Terms and Conditions shall be governed by the substantive law of the State of California, without reference to any choice of law rules that would result in the application of the substantive law of any other jurisdiction. The parties agree that any disputes arising out of or relating to these Terms and Conditions shall be submitted to the federal courts having jurisdiction in Los Angeles, CA, or state courts having jurisdiction in the area in which such federal courts have jurisdiction, and the parties consent to the personal jurisdiction of such courts with respect to such disputes.
(g) Assignment. You may not assign or otherwise transfer (by operation of law or otherwise) any of your rights or duties hereunder unless FreshDrop agrees in writing after receiving prior written notice. Any attempted assignment or other transfer without the requisite consent shall be null and void ab initio. FreshDrop may assign or otherwise transfer any of its rights or the performance of any of its duties without your consent.
(h) Waiver. The waiver by FreshDrop of a breach or a violation of any provision of these Terms and Conditions shall not operate as or be construed to be a waiver of any subsequent breach or violation of any provision of these Terms and Conditions.
(i) Independent Contractors. The parties and their respective personnel are and shall be independent contractors and neither party by virtue of these Terms and Conditions shall have any right, power or authority to act or create any obligation, express or implied, on behalf of the other party.
(j) Force Majeure. If the performance of any part of these Terms and Conditions by either party is pr ed, hindered, delayed or otherwise made impracticable by reason of any flood, riot, fire, judicial or governmental action, labor disputes, act of God or any other causes beyond the control of either party, that party shall be excused from such to the extent that such performance is pr ed, hindered or delayed by such causes.
(k) Capacity. The parties hereby warrant and represent that they have all necessary rights and authority to execute these Terms and Conditions and to fulfill their obligations hereunder.