Terms of Service

For Drophook Vendors 

VENDOR DIRECT TO MERCHANT AGREEMENT

www.Drophook.com (the "Site") is owned and operated by Drophook.
 Drophook is the data controller and can be contacted at:
 Contact@Drophook.com

265 Short Pike Road Southwest, Huntsville, AL 35824 USA

Please read these Terms and Conditions (“Terms”, “Terms and Conditions”) carefully before using the www.Drophook.com website (the “Service”) operated by Consumer Products Innovations (“us”, “we”, or “our”).

Your access to and use of the Service is conditioned upon your acceptance of and compliance with these Terms. These Terms apply to all visitors, users and others who wish to access or use the Service. By accessing or using the Service you agree to be bound by these Terms. If you disagree with any part of the terms then you do not have permission to access the Service.


www.Drophook.com (the "Site") is owned and operated by Drophook.

 For Questions regarding the Terms of Service:
 Contact@Drophook.com

265 Short Pike Road Southwest, Huntsville, AL 35824 USA

Product Images

The purpose of this privacy policy (this "Privacy Policy") is to inform users of our Site of the following:

Vendor agrees to provide Drophook with three or more high quality images for each Product selected by Drophook for use on the Site and in Drophook marketing materials. Vendor represents and warrants that (i) it has the right to give Drophook any such images for use and (ii) Drophook has the right to use such images in accordance with the terms of this Agreement. Condition: If the Vendor cannot provide High Quality Images for each product variant, Drophook can provide resources at a negotiated rate per vendor request. 


Marketing

Drophook may market and advertise products provided by Vendor on the website, app, in print materials, available e-media and/or through any other marketing and advertising channel as Drophook deems appropriate in its sole and absolute discretion. Drophook withholds the right to exclude any Products on the Site. Drophook shall determine in its sole discretion the placement of any Product on the Site and shall have the right to approve any description of the Product proposed by Vendor. To the extent that there are any advertising claims contained in any materials provided by Vendor regarding any Product, Vendor represents and warrants that all such claims are true, correct and complete, and that Vendor has substantiation for such claims. Vendor shall provide proper substantiation within 48 hours upon request. Drophook reserves the right to cease marketing any Product and/or to remove any Product from the Site at any time without notice.

Pricing

Vendor acknowledges and agrees that Drophook has the authority to set the retail selling price of Product selected hereunder, and has the right, in its sole and absolute discretion, to raise or lower such retail selling price at any time during the term of this Agreement. Vendor may sell the Products at any price, subject to the minimum advertised price, MAP pricing. In order to promote the development of a market for the products while protecting and maintaining the image and integrity of the products, Drophook agrees to comply with the MAP Policy in the event the Vendor requires MAP pricing.

Product Packaging and Labeling

All packaging must meet at least the minimum packaging standards of Drophook, as communicated to the Vendor, and is subject to Drophook’s written approval; and Once packaging has been approved by Drophook, there shall not be any changes in packaging without Drophook’s written consent.



Payment Terms

Vendor authorizes Drophook to satisfy its payment obligations hereunder by Automated Clearing House (“ACH”), wire transfer, or similar electronic payment method as determined by Drophook. Any and all payments will be disbursed on a per day basis and will be disbursed at the time of merchant transaction purchase unless warranted in writing by Drophook. Said payments will be subject to a holding period, which will begin the day after Vendor provides Drophook with a shipment tracking number for the associated order. Holding period will pertain to the time reasonably input by the approved vendor

Vendor agrees to pay Drophook a five percent (5%) listing fee, and a two percent (2%) transaction fee for any and all Vendor payouts unless Vendor and Drophook formally agree to an alternative processing and transaction processing fee in writing. Vendor shall bear fees and other charges assessed by designated banks and any third-party service provider(s) (each, a “Third Party ACH Service Provider”).

Sales Tax

The price Vendor charges to Drophook for any Products purchased from Vendor by Drophook shall include all applicable federal, state and local taxes in effect on the date of such purchase; provided, however, that no sales, use, gross receipts or similar indirect taxes imposed by any tax authority shall be included in the price of any products purchased hereunder for intended resale. Drophook will be responsible for collecting and/or remitting U.S State and local sales and use taxes on sales of Products to customers in those jurisdictions where Drophook has determined that it is required to do so under applicable law (“Drophook Sales and Use Taxes”).


Customer Service
Any customer inquiries received by Vendor shall be forwarded immediately to Drophook via electronic mail at Vendor@Drophook.com. Vendor shall not contact any Customers or Merchants directly unless expressly asked to do so in writing by Drophook. Vendor shall provide primary and secondary personnel to assist Drophook with customer service related issues as requested from time to time. 

Indemnification

Vendor agrees to indemnify and hold harmless Drophook and its subsidiaries, affiliates, officers, directors, employees and shareholders (“Drophook”) from and against all claims, liability, loss, cost and expense (including injury or damage to person or property, reasonable attorney fees and expert witness fees) (“Claims”) incurred or sustained by Drophook or a third party as a result of: (i) any breach by Vendor of the representations, warranties or other terms and conditions set forth in this purchase order; (ii) any injury sustained by an employee of Vendor or one of its contractors or agents while on a Drophook site; (iii) any act or omission by Vendor or its contractors or agents or any of their employees including, without limitation, in delivery of the product or services; (iv) any Claim by a third party that the products or the services of Vendor infringe a patent, trademark, trade dress, trade secret or other intellectual property right of a third party; (v) any failure of the Vendor to timely deliver its products and/or timely perform its services; (vi) any seizure, detention or destruction of products by or as requested by a governmental authority; and (vi) any property damage and/or personal injury arising from the handling or use of the products. 

You shall indemnify and hold Drophook harmless from any and all losses, damages, liabilities, costs, and expenses (including, reasonable attorneys’ fees) arising from: a claim brought by any third party that Drophook manufacturing or supply of the Product infringes any patent, utility model, design, copyright, trademark or other intellectual property rights of such third party, or a claim brought by any third party against Drophook for any loss, damage, cost, expense or liability arising from defects in the Product.

Limitation of Liability

In no event shall Drophook, nor its directors, employees, partners, agents, suppliers, or affiliates, be liable for any indirect, incidental, special, consequential, or punitive damages, including without limitation, loss of profits, data, use, goodwill, or other intangible losses, resulting from any course of action by Vendor with Drophook.



  

Entire Agreement
The failure of us to exercise or enforce any right or provision of these terms of the Vendor Direct to Customer Agreement shall not constitute a waiver of such right or provision.

These terms and any policies or operating rules posted by us on this site constitute the entire agreement and understanding between you and us and govern your use of the Agreement, superseding any prior or contemporaneous agreements, communications and proposals, whether oral or written, between you and us (including, but not limited to, any prior versions of the Vendor Direct to Customer Agreement.

Contact Information

If you have any questions, concerns or complaints, you can contact us at Contact@Drophook.com