Contract Summary

Termination Clause

Either party may terminate the Client Agreement upon thirty (30) days’ prior written notice.
Termination does not affect any right or claim incurred prior to the date of termination.
Drop It's termination rights do not require court intervention and take effect without a court order.

Drop It, its affiliates, and third-party licensors are not liable for indirect, consequential, exemplary, punitive, multiple, incidental, or special damages.
Liability is limited to fifty thousand U.S. dollars (US$50,000).
Claims must be made within six (6) months after the first event giving rise to a claim.
Limitation of liability applies only to the extent permitted by applicable law in the event of gross negligence or willful misconduct.

Client will indemnify, defend, and hold Drop It harmless from any claims arising from Client’s failure to provide Required Consents.
Client will indemnify and hold harmless Drop It Indemnitees from any claims arising from Client’s violation of law regarding the Processing of Personal Data or breach of representations or warranties.

Invoices for fees, purchase prices, and expenses are due upon receipt.
Invoices not paid within thirty (30) days from the invoice date will bear interest at a rate of one and one-half percent (1.5%) per month or the maximum rate permitted by Applicable Law.
Client will pay any sales or services tax, value added tax, goods and services tax, or any other tax imposed by a governmental authority.
Time is of the essence for all payments under the Client Agreement.
Client agrees to pay all costs of collection, including court costs and reasonable attorneys’ fees, if payment is collected through legal means.

Each party agrees to treat as confidential and not disclose to others any information marked as 'Confidential', 'Proprietary', or 'Restricted'.
Confidential Information includes information related to Deliverables, Hardware, Local Software, Hosted Services, trade secrets, know-how, work product, processes, analysis, techniques, ideas, concepts, and any information disclosed by a third party.
The Receiving Party will not use, modify, translate, reverse engineer, decompile, disassemble, or create derivative works based on the Confidential Information of the Disclosing Party.
The Receiving Party will restrict access to the Disclosing Party’s Confidential Information to its employees, agents, consultants, and contractors who have executed a confidentiality or non-disclosure agreement.
The restrictions do not apply to information that is part of the public domain, in the possession of the Receiving Party prior to disclosure, independently developed by the Receiving Party, received from a third party without restriction, approved for release by the Disclosing Party, or required to be disclosed by law.
The covenants of confidentiality will continue for three years after the termination of the relationship between Client and Drop It, and for trade secrets, for as long as they retain their status as trade secrets.

Neither party will be liable for any delay or failure in performance resulting from events beyond its reasonable control, including acts of God, storm, hurricane, tornado, rain, flood, sinkhole, wind, hail, lightning, earthquake, snow or ice, governmental emergency order, plague, epidemic, pandemic, outbreaks of infectious disease, water or gas main break, cable cut, fire, explosion, riot, terrorist act, civil unrest, insurrection, military action, act or failure to act of a governmental authority, strike, lockout, labor problem, transportation delay, unavailability of fuel, supplies or materials, or change in law or regulation.

Drop It will defend Client from third-party claims that the Deliverables infringe any third party’s United States patent, copyrights, or trademarks issued as of the Effective Date.
Drop It will pay all amounts payable to third parties in connection with any settlement or compromise of a Claim approved by UPS Customer Solutions, and pay all damages awarded to third parties relating to a Claim.
Drop It's obligations do not apply if Client has modified the Deliverables, used the Deliverables in an application or environment for which they were not designed, or if the Claim arises from Drop It's compliance with Client’s specifications.
If Client's right to use the Deliverables is enjoined, Drop It may procure the right to continue using the Deliverables, modify the Deliverables to become non-infringing, or refund the pro-rata portion of monies paid by Client for the Deliverables.
Client must provide prompt written notice of any Claim, permit Drop It to defend, compromise, settle, or appeal any Claim, and assist and cooperate with UPS Customer Solutions as reasonably requested.
Drop It's cumulative aggregate liability with respect to intellectual property claims will not exceed one hundred thousand dollars ($100,000).

Any Deliverable, or any other item provided under the Client Agreement is provided 'as is' and any Hosted Service is provided 'as available'.
Drop It and its third-party licensors make no warranty, representation, guarantee, condition, undertaking, or term, express or implied, statutory or otherwise, as to the condition, quality, durability, performance, title, non-infringement of third-party rights, merchantability, quiet enjoyment, fitness for a particular purpose, accuracy, completeness, or use of the Deliverables, Services, Products, or any other items provided under the Client Agreement.
Drop It is not responsible for Client misuse or abuse of any Deliverables, or the combination of Deliverables, or Products with any products or services not approved in writing by Drop It.
Drop It will use reasonable efforts to correct any failure of Hardware, Local Software, Hosted Service, or any component thereof to perform materially in accordance with the applicable Documentation without additional charge to Client.
Some jurisdictions do not allow limitations on implied warranties, so the limitations and exclusions may not apply to Client.