Terms of Use

Terms of Use

SmokeDrop (“SmokeDrop”, “Company”, “we” or “us”) offers a platform to help match suppliers of goods and services with influential online retailers. These terms of use apply to any user of our websites, services, network and applications.

By registering, or accessing and using the SmokeDrop Services, software, applications or services, you are entering into a binding agreement with us.

 If you do not agree to these Terms of Use or the Privacy Policy, you must not access or use the Services or any other SmokeDrop software applications. These terms apply whether you are using the Services as an individual or on behalf of a business entity.

BY ACCEPTING THESE TERMS OF USE, YOU AGREE TO RESOLVE ANY DISPUTE WITH US BY ARBITRATION.

1.         About These Terms

These Terms of Use are entered into by and between you and SmokeDrop in electronic form, which have the same force and effect as an agreement on paper that is signed in writing (“Terms of Use”). These terms govern your access to and use four websites, content, functionality, software, applications and services offered by SmokeDrop (the “Services”). Please note that some terms below apply to any supplier of goods and services and other terms apply to any retailer who uses the Service.

2.         Qualifications to use the Services

The Services are available to users who are 18 years of age or older and were designed to comply with the laws of the United States. By using the Services, you represent and warrant that (a) you are of legal age to form a binding contract with SmokeDrop and meet all of the eligibility requirements; (b) if you are signing up on behalf of a business entity, you are authorized to accept the terms of these Terms of Use on behalf of your business; and (c) if you are using or accessing the Services outside the United States, doing so does not violate any applicable laws, regulations or rules. If you do not meet all of these requirements, you must not access or use the Services or any other SmokeDrop software applications.

3.         Changes to the Terms of Use

We may revise and update these Terms of Use from time to time in our sole discretion. All changes are effective immediately after we post notice of the changes, and apply to all access to and use of the Services thereafter.

You are responsible for reviewing these Terms of Use periodically. Your continued use of the Services after we post notice of the revised Terms of Use means that you accept and agree to the changes.

4.         Accessing the Services and Account Security

A.         We reserve the right to change or discontinue any or all aspects of the Services without notice and without liability to you. We will not be liable if for any reason all or any part of the Services is unavailable at any time or for any period. From time to time, we may restrict access to some parts of the Services, or the entire Service, to users, including registered users. You are responsible for:

 

• • Making all arrangements necessary for you to have access to the Services.

• • Ensuring that all persons who access the Services through your internet connection are aware of these Terms of Use and comply with them.

B.         To access the Services or some of the resources it offers, you may be asked to provide certain registration details or other information, including relevant payment information. It is a condition of your use of the Services that all the information you provide are correct, current and complete. You agree to keep this information up-to-date. We are not responsible for any missed payments or any lost communications if you do not keep your contact information up to date.

C.         You must treat your user name, password or any other piece of information you use as part of our security procedures as confidential, and you must not disclose it to any other person or entity. You also acknowledge that your account is personal to you and agree not to provide any other person with access to the Services using your user name, password or other security information. You agree to notify us immediately of any unauthorized access to or use of your user name or password or any other breach of security. You also agree to ensure that you exit from your account at the end of each session. You should use particular caution when accessing your account from a public or shared computer so that others are not able to view or record your password or other personal information.

D.         You may not transfer your user ID or account information to anyone else. You must maintain all necessary permits and licenses to conduct your business.

E.         We have the right to disable any username, password or other identifier, whether chosen by you or provided by us, at any time in our sole discretion for any or no reason, including if, in our opinion, you have violated any provision of these Terms of Use.

5.         Specific Terms for Users

A.         If you submit a product or service (“Product(s)”) for distribution through the Services, you appoint us to match your offerings with retail merchants or other buyers during the term. We may reject or refuse any Product offering for any reason and in our sole discretion. We may remove without notice or cancel any promotion, sales or marketing of your Products at any time and without liability to you.

B.         When you submit a Product offering, you must provide current retail pricing for each Product, a true and accurate description of the Product, including its size, color and availability. The descriptions shall not be misleading or omit material information about the Product that may influence a retailers or consumer’s decision to purchase the Product. You must also include any information on warranties that are available for a Product and how a consumer can make a warranty claim. You must notify the retailer if there are any changes in pricing or Product description.

C.         You must process and ship orders within 48 Hours of receipt of a sale notification. You are responsible for all shipping and handling charges, including refusals and returns. For any Products fulfilled by you, the sale of a Product is a transaction between you and the retailer or consumer and we are not an agent for either you or a retailer or consumer.

D.         You must have all rights, clearances, licenses, and permits to sell your Products through the Services.  You represent and warrant that you are selling your Products free and clear of any liens and encumbrances.

E.         We make no representations or guarantees about the placement, marketing or sale of any Product. Either we or a retailer may determine in our discretion the timing and placement of any Product offerings.

F.         If you are a retailer of a Product, we give you a limited license to access and used the Product offerings made by suppliers through our Services. We made discontinue any offering for any reason without liability to you.

G.        Retailers or consumers may not add or change any description of the Products that would make the promotion of the Product misleading.

H.         Any transaction for the sale of a Product is among you and the retailer, the supplier and/or the customer, as applicable. We are not a party to any sales transaction and have no responsibilities to fulfill any orders or provide any customer support for a Product.

6.         Chargebacks and Returns

If any user causes us to incur any chargeback or other fee, such as a credit card refund, shipping and handling fees, or a restocking fee, that user will be entirely responsible for such fee plus a five percent (5%) service charge. In any event, we may charge a minimum fee of $25 for any chargeback. You agree to reimburse us for such fees and charges, and we can offset such fees and charges against other fees we may owe you.

7.         Product Restrictions

You may not offer a Product, or use our Services with any content, website or application that:

 

• • Promotes illegal controlled substances or is restricted from general e-commerce sale (such as steroids, narcotics, cannabis products, electronic cannabis products, prescription drugs, marijuana), medical devices or products or services presenting a risk to consumer safety;

• • Promotes illegal drug paraphernalia;

• • Contains obscene or pornographic materials;

• • Contains hate speech, bullies or degrades others; 

• • Contains fake endorsements or recommendations;

• • Violates applicable laws or regulations; or

• • Infringes or violates others’ intellectual property rights, privacy rights or proprietary rights or wrongfully disclosing confidential information.

8.         Payments

You agree that we may collect payment for the sale of any Product through the Services. We may also collect and remit sales taxes for any applicable Product. We will pay suppliers the Wholesale Price plus shipping as specified in our FAQs for any unconditional payment of the purchase of a Product sold through the Services.  Your payment will be calculated by us on a monthly calendar basis subject to reductions for refunds, taxes, cancellations, and adjustments in the price of the Product, whether or not arising during the calendar month for which the payment is being calculated. Following the expiration or termination of this Agreement, you will be entitled to payment of any earned, but previously unpaid, balance under this Agreement. You agree that calculations of the payments will be based solely on the data and records provided by us. Each party will be responsible for its own taxes based on its income.

9.         Intellectual Property Rights

A.         The Services and their entire content, features and functionality (including but not limited to all information, software, text, displays, images, video and audio, and the design, selection and arrangement thereof), are owned by the Company, its licensors or other providers of such material and are protected by United States and international copyright, trademark, patent, trade secret and other intellectual property or proprietary rights laws.

B.         These Terms of Use permit you to use the Services for your own use only. You must not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store or transmit any of the material on our Services, except as follows:

 

• • Your computer may temporarily store copies of such materials in RAM incidental to your accessing and viewing those materials.

• • You may store files that are automatically cached by your Web browser for display enhancement purposes.

• • You may print one copy of a reasonable number of pages of the Services for your own personal, non-commercial use and not for further reproduction, publication or distribution.

• • If we provide desktop, mobile or other applications for download, you may download a single copy to your computer or mobile device solely for your own internal use, provided you agree to be bound by our end user license agreement for such applications.

C.         You must not:

 

• • Modify copies of any materials from this site.

• • Use any illustrations, photographs, or any graphics separately from the accompanying text.

• • Delete or alter any copyright, trademark or other proprietary rights notices from copies of materials from this site.

D.         If you print, copy, modify, download or otherwise use or provide any other person with access to any part of the Services in breach of the Terms of Use, your right to use the Services will cease immediately and you must, at our option, return or destroy any copies of the materials you have made. No right, title or interest in or to the Services or any content on the Services is transferred to you, and all rights not expressly granted are reserved by the Company. Any use of the Services not expressly permitted by these Terms of Use is a breach of these Terms of Use and may violate copyright, trademark and other laws.

10.       Trademarks

The Company name, the terms SmokeDrop, Building The Future of E-Commerce and all related names, logos, product and service names, designs and slogans are trademarks of the Company or its affiliates or licensors. You must not use such marks without the prior written permission of the Company. All other names, logos, product and service names, designs and slogans on these Services are the trademarks of their respective owners. During the term of this Agreement, we may use your trademarks, trade names, and logos in connection with our promotion of the Services and your Products.

11.       Prohibited Uses

A.         You may use the Services only for lawful purposes and in accordance with these Terms of Use. You agree not to use the Services:

 

• • In any way that violates any applicable federal, state, local or international law or regulation (including, without limitation, any laws regarding the export of data or software to and from the US or other countries), including without limitation, any laws prohibiting deceptive advertising, deceptive trade practices or unfair competition.

• • For the purpose of exploiting, harming or attempting to exploit or harm minors in any way by exposing them to inappropriate content, asking for personally identifiable information or otherwise.

• • To send, knowingly receive, upload, download, use or re-use any material which does not comply with these Terms of Use.

• • To transmit, or procure the sending of, any advertising or promotional material without our prior written consent, including any “junk mail”, “chain letter” or “spam” or any other similar solicitation.

• • To impersonate or attempt to impersonate the Company, a Company employee, another user or any other person or entity (including, without limitation, by using e-mail addresses = associated with any of the foregoing).

• • To engage in any other conduct that restricts or inhibits anyone’s use or enjoyment of the Services, or which, as determined by us, may harm the Company or users of the Services or expose them to liability.

• • To violate the rights of any third party, including any third party’s intellectual property rights, privacy rights or rights to publicity.

B.         Additionally, you agree not to:

 

• • Use the Services in any manner that could disable, overburden, damage, or impair the site or interfere with any other party’s use of the Services, including their ability to engage in real time activities through the Services.

• • Use any robot, spider or other automatic device, process or means to access the Services for any purpose, including monitoring or copying any of the material on the Services.

• • Use any manual process to monitor or copy any of the material on the Services or for any other unauthorized purpose without our prior written consent.

• • Use any device, software or routine that interferes with the proper working of the Services.

• • Introduce any viruses, trojan horses, worms, logic bombs or other material which is malicious or technologically harmful.

• • Attempt to gain unauthorized access to, interfere with, damage or disrupt any parts of the Services, the server on which the Services is stored, or any server, computer or database connected to the Services.

• • Attack the Services via a denial-of-service attack or a distributed denial-of-service attack.

• • Otherwise attempt to interfere with the proper working of the Services.

12.       Contributions

A.         We may allow users to post, submit, publish, display or transmit to other users or other persons (hereinafter, “post”) content or materials (collectively, “User Contributions”) on or through the Services. All User Contributions must comply with the Terms of Use.

B.         Any User Contribution you post to the site will be considered non-confidential and non-proprietary. By providing any User Contribution on the Services, you grant us and our affiliates and service providers, and each of their and our licensees, successors and assigns the irrevocable, worldwide right to use, reproduce, modify, perform, display, distribute, promote, create derivative works, syndicate and otherwise disclose to third parties any such material for any purpose.

C.         You represent and warrant that:

 

• • You own or control all rights in and to the User Contributions and have the right to grant the license granted above to us and our affiliates and service providers, and each of their and our respective licensees, successors and assigns.

• • You have obtained all rights and clearances to use any individuals depicted in your User Contributions.

• • All of your User Contributions do and will comply with these Terms of Use.

• • You assume responsibility for any intellectual property infringement or violation resulting from your User Contributions.

D.         You understand and acknowledge that you are responsible for any User Contributions you submit or contribute, and you, not the Company, have full responsibility for such content, including its legality, reliability, accuracy and appropriateness.

13.       Monitoring and Enforcement; Termination

A.         We have the right, but not the obligation to:

 

• • Remove or refuse to post any User Contributions for any or no reason in our sole discretion.

• • Take any action with respect to any User Contribution that we deem necessary or appropriate in our sole discretion, including if we believe that such User Contribution violates the Terms of Use, any intellectual property right or other right of any person or entity, threatens the personal safety of users of the Services or the public or could create liability for the Company.

• • Disclose your identity or other information about you to any third party who claims that material posted by you violates their rights, including their intellectual property rights or their right to privacy.

• • Take appropriate legal action, including without limitation, referral to law enforcement, for any illegal or unauthorized use of the Services.

• • Terminate or suspend your access to all or part of the Services for any or no reason, including without limitation, any violation of these Terms of Use.

B.         Without limiting the foregoing, we have the right to fully cooperate with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone posting any materials on or through the Services. YOU WAIVE AND HOLD HARMLESS THE COMPANY AND ITS AFFILIATES, LICENSEES AND SERVICE PROVIDERS FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY THE COMPANY/ANY OF THE FOREGOING PARTIES DURING OR AS A RESULT OF ITS INVESTIGATIONS AND FROM ANY ACTIONS TAKEN AS A CONSEQUENCE OF INVESTIGATIONS BY EITHER THE COMPANY/SUCH PARTIES OR LAW ENFORCEMENT AUTHORITIES.

14.       Content Standards

The content standard in these Terms of Use apply to any and all User Contributions. User Contributions must in their entirety comply with all applicable federal, state, local and international laws and regulations. Without limiting the foregoing, User Contributions must not:

 

• • Contain any material which is defamatory, obscene, indecent, abusive, offensive, harassing, violent, hateful, inflammatory or otherwise objectionable.

• • Promote sexually explicit or pornographic material, violence, or discrimination based on race, sex, religion, nationality, disability, sexual orientation or age.

• • Infringe any patent, trademark, trade secret, copyright or other intellectual property or other rights of any other person.

• • Violate the legal rights (including the rights of publicity and privacy) of others or contain any material that could give rise to any civil or criminal liability under applicable laws or regulations or that otherwise may be in conflict with these Terms of Use and our Privacy Policy https://www.SmokeDrop.com/policies/privacy-policy.

• • Be likely to deceive any person.

• • Promote any illegal activity, or advocate, promote or assist any unlawful act, including without limitation, any activity that violates laws governing deceptive trade practices, deceptive advertising or unfair competition.

• • Impersonate any person, or misrepresent your identity or affiliation with any person or organization.

15.       Copyright Infringement

Owners of copyrighted works who believe that their rights under copyright law have been infringed may take advantage of certain provisions of the Online Copyright Infringement Liability Limitation Act of the Digital Millennium Copyright Act, 17 U.S.C. § 512 (commonly referred to as the “DMCA”). If you believe that any User Contributions violate your copyright, please send a notice of copyright infringement to our designated agent (as set forth below)  with the following information:

 

• • A description of the copyrighted work that you claim has been infringed, which should include the type of work (such as a book or a sound recording) and any relevant further details (such as the title and date of publication, as applicable);

• • A description of where the material that you claim is infringing is located on our Services (including a URL and screenshot);

• • Your address, telephone number, and email address so that we may get in contact with you;

• • A statement by you that you have a good faith belief that the disputed use of the copyrighted work is not authorized by the copyright owner (or by a third party who is legally entitled to do so on behalf of the copyright owner) and is not otherwise permitted by law;

• • A statement by you, made under penalty of perjury, that the notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf; and

• • An electronic or physical signature (which may be a scanned copy) of the copyright owner or the person authorized to act on behalf of the owner of the copyright interest.

Designated Agent:

Legal Department, SmokeDrop LLC

Email address: support@SmokeDrop.com

315 S Coast Highway 101 #528

Encinitas, CA 92024

If you believe that material you posted on the Services was removed or access to it was disabled by mistake or misidentification, you may file a counter-notification with us by submitting written notification to our designated copyright agent identified above.  It is the policy of the Company to terminate the user accounts of repeat infringers.

16.       Reliance on Information Posted

The information presented on or through the Services is made available solely for general information purposes. We do not warrant the accuracy, completeness or usefulness of this information. We do not warrant that any product or service description is up to date, that any product or service (including color and size) are available, or that any pricing is up to date. Any reliance you place on such information is strictly at your own risk. We disclaim all liability and responsibility arising from any reliance placed on such materials by you or any other visitor to the Services, or by anyone who may be informed of any of its contents.

17.       Changes to the Services

We may update the content on the Services from time to time, but its content is not necessarily complete or up-to-date. Any of the material on the Services may be out of date at any given time, and we are under no obligation to update such material.

18.       Information About You and Your Visits to the Services

All information we collect on the Services is subject to our Privacy Policy https://www.SmokeDrop.com/policies/privacy-policy. By using the Services, you consent to all actions taken by us with respect to your information in compliance with the Privacy Policy.

19.       Linking to the Services and Social Media Features

A.         You may link to our homepage, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it, but you must not establish a link in such a way as to suggest any form of association, approval or endorsement on our part without our express, written consent.

B.         The Services may provide certain social media features that enable you to:

 

• • Link from your own or certain third-party websites to certain content on the Services.

• • Send e-mails or other communications with certain content, or links to certain content, on the Services.

• • Cause limited portions of content on the Services to be displayed or appear to be displayed on your own or certain third-party websites.

C.         You may use these features solely as they are provided by us, and solely with respect to the content they are displayed with. Subject to the foregoing, you must not:

 

• • Establish a link from any website that is not owned by you.

• • Cause the Services or portions of it to be displayed, or appear to be displayed by, for example, framing, deep linking or in-line linking, on any other site.

• • Link to any part of the Services other than the homepage.

• • Otherwise take any action with respect to the materials on the Services that is inconsistent with any other provision of these Terms of Use.

D.         You agree to cooperate with us in causing any unauthorized framing or linking immediately to cease. We reserve the right to withdraw linking permission without notice.

E.         We may disable all or any social media features and any links at any time without notice in our discretion.

20.       Links from the Services

If the Services contains links to other sites and resources provided by third parties, these links are provided for your convenience only. This includes links contained in advertisements, including banner advertisements and sponsored links. We have no control over the contents of those sites or resources, and accept no responsibility for them or for any loss or damage that may arise from your use of them. If you decide to access any of the third party websites linked to the Services, you do so entirely at your own risk and subject to the terms and conditions of use for such websites.

21.       Geographic Restrictions

The owner of the Services is based in the state of Ohio in the United States. We make no claims that the Services or any of its content is accessible or appropriate outside of the United States. Access to the Services may not be legal by certain persons or in certain countries. If you access the Services from outside the United States, you do so on your own initiative and are responsible for compliance with local laws.

22.       Disclaimer of Warranties

A.         You understand that we cannot and do not guarantee or warrant that files available for downloading from the internet or the Services will be free of viruses or other destructive code. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means external to our site for any reconstruction of any lost data. WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA OR OTHER PROPRIETARY MATERIAL INCLUDING YOUR SHIPPED PURCHASES DUE TO YOUR USE OF THE WEBSITE OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE OR TO YOUR DOWNLOADING OF ANY MATERIAL POSTED ON IT, OR ON ANY WEBSITE LINKED TO IT.

B.         YOUR USE OF THE WEBSITE, ITS CONTENT AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE IS AT YOUR OWN RISK. THE WEBSITE, ITS CONTENT AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER THE COMPANY NOR ANY PERSON ASSOCIATED WITH THE COMPANY MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY OR AVAILABILITY OF THE WEBSITE. WITHOUT LIMITING THE FOREGOING, NEITHER THE COMPANY NOR ANYONE ASSOCIATED WITH THE COMPANY REPRESENTS OR WARRANTS THAT THE WEBSITE, ITS CONTENT OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE WILL BE ACCURATE, RELIABLE, ERROR-FREE OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT OUR SITE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS OR THAT THE WEBSITE OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS.

C.         THE COMPANY HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, ACCURACY, NON-INFRINGEMENT AND FITNESS FOR PARTICULAR PURPOSE.

D.         THE FOREGOING DOES NOT AFFECT ANY WARRANTIES WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

23.       Limitation on Liability

A.         IN NO EVENT WILL THE COMPANY, ITS AFFILIATES OR THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS OR DIRECTORS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, THE WEBSITE, ANY WEBSITES LINKED TO IT, ANY CONTENT ON THE WEBSITE OR SUCH OTHER WEBSITES OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE OR SUCH OTHER WEBSITES, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT OR OTHERWISE, EVEN IF FORESEEABLE. EXCEPT AS OTHERWISE RESTRICTED BY APPLICABLE LAW, IN NO EVENT WILL OUR LIABILITY TO YOU EXCEED USD $10.

B.         THE FOREGOING DOES NOT AFFECT ANY LIABILITY WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

24.       Indemnification

You agree to indemnify, defend, and hold harmless the Company, its affiliates, licensors and service providers, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors and assigns (the “Indemnified Parties”) from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses or fees (including reasonable attorneys’ fees) arising out of or relating to your violation of these Terms of Use or your use of the Services, including, but not limited to, your User Contributions, any use of the Services’ content, services and products other than as expressly authorized in these Terms of Use or your use of any information obtained from the Services. You will also indemnify the Indemnified Parties from and against any claims brought by third parties arising out of your use of the information accessed from this site.

25.       Termination

You may terminate these Terms of Use and your use of the Services at any time by discontinuing your use of the Services. We may terminate these Terms of Use and your access to the Services at any time and without liability to you. We may terminate your account if your account has been inactive for more than ninety (90) days. We are not obligated or liable to you to for retaining any data or content after termination of your account or these Terms of Use.

26.       Arbitration

By using the Services, you are agreeing to be subject to binding arbitration as set forth in this Section. The Federal Arbitration Act applies to these Terms of Use and your use of the Services. By agreeing to arbitrate, you are giving up the right to litigate (or participate in as a party or class member) any and all disputes (each, a “Dispute”)(except small claims) in court before a judge or jury. Instead, a neutral arbitrator will resolve all disputes. To read more about arbitration, visitwww.adr.org.

The American Arbitration Association (the “AAA”) will conduct any arbitration under its Commercial Arbitration Rules. If you are an individual and use the Services for personal or household use, the AAA’s Consumer Arbitration Rules will apply. The laws of the State of Ohio, USA will govern the terms of this Agreement.

You may also litigate any dispute in small claims court in your county of residence or Franklin County, Ohio, USA, if the Dispute meets all requirements to be heard in the small claims court. However, if you initiate a small claims case, you are responsible for all court costs and you are not entitled to the incentives we offer to you above for arbitration.

Any proceedings to resolve or litigate any dispute in any forum will be conducted solely on an individual basis. Class arbitrations, class actions, private attorney general actions, consolidation of your Dispute with other arbitrations, or any other proceeding in which either party acts or proposes to act in a representative capacity are not permitted and are waived by you, and an arbitrator will have no jurisdiction to hear such claims.

If a court finds that the class action waiver in this section is unenforceable as to all or some parts of a Dispute, then the class action waiver will not apply to those parts. Instead, those parts will be severed and proceed in a court of law, with the remaining parts proceeding in arbitration. If any other provision of this Dispute resolution section is found to be illegal or unenforceable, that provision will be severed with the remainder of this section remaining in full force and effect.

27.       Governing Law

You agree that the laws of the State of Ohio govern this contract and any claim or Dispute that you may have against us, without regard to Ohio’s conflict of laws rules. The United Nations Convention on Contracts for the International Sale of Goods shall have no applicability.

Unless you and we agree otherwise, in the event that the Agreement to arbitrate above is found not to apply to you or to a particular claim or Dispute as a result of a decision by the arbitrator or a court order, you agree that any Disputes or claims that you may have against us reside in and will be resolved exclusively by a state or federal court located in Franklin County, Ohio and you agree and submit to the exercise of personal jurisdiction of such courts for the purpose of litigating any such claim or action.

PLEASE NOTE THAT BY AGREEING TO THESE TERMS OF SERVICE, YOU ARE:  (1) WAIVING CLAIMS THAT YOU MIGHT OTHERWISE HAVE AGAINST US BASED ON THE LAWS OF OTHER JURISDICTIONS, INCLUDING YOUR OWN; (2) IRREVOCABLY CONSENTING TO THE EXCLUSIVE JURISDICTION OF, AND VENUE IN, STATE OR FEDERAL COURTS IN THE STATE OF OHIO OVER ANY DISPUTES OR CLAIMS YOU HAVE WITH US; AND (3) SUBMITTING YOURSELF TO THE PERSONAL JURISDICTION OF COURTS LOCATED IN THE STATE OF OHIO FOR THE PURPOSE OF RESOLVING ANY SUCH DISPUTES OR CLAIMS.

28.       Limitation on Time to File Claims

ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THESE TERMS OF USE OR THE WEBSITE MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES, OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.

29.       Waiver and Severability

No waiver by the Company of any term or condition set forth in these Terms of Use shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of the Company to assert a right or provision under these Terms of Use shall not constitute a waiver of such right or provision.

If any provision of these Terms of Use is held by a court or other tribunal of competent jurisdiction to be invalid, illegal or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Terms of Use will continue in full force and effect.

30.       Entire Agreement

The Terms of Use and our Privacy Policy constitute the sole and entire agreement between you and SmokeDrop with respect to the Services and supersede all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to the Services; provided, however, that if you have executed a SaaS Agreement with the Company, the terms of that SaaS Agreement shall also apply, and any terms in such SaaS Agreement that conflicts with the terms hereof shall prevail over the terms hereof.

31.       Assignment

You may not assign your rights and obligations to any third party under these Terms of Service. We may assign these Terms of Use at any time. These terms remain binding on any heir, assignee or successor in interest.

32.       Your Comments and Concerns

This website is operated by SmokeDrop, LLC. All notices of copyright infringement claims should be sent to support@SmokeDrop.com. All other feedback, comments, requests for technical support and other communications relating to the Services should be directed to us at support@SmokeDrop.com.

SmokeDrop Privacy Policy

SmokeDrop (“Company”, “we”, “us”, and “our”) is a software solution that acts as a bridge between manufacturers and retailers. We provide manufacturers, drop-shippers, and order fulfillers of all types with a connection to millions of stores. We respect your privacy and will endeavor to protect it through our compliance with this Privacy Policy. Please read this Privacy Policy carefully to understand our policies and practices regarding your information and how we will treat it as you register with, use or otherwise access our “Technology”, which is the collection of techniques, skills, methods, software, programs and processes used by us in the production of services rendered. By using our Technology, you consent to the collection, transfer, storage, disclosure, and other uses of your information as described in this Privacy Policy.

This Privacy Policy describes the types of information we will collect or that you provide when you register with, access, or use our Technology and our practices for collecting, using, maintaining, protecting, and disclosing that information. This Privacy Policy also explains the treatment of information provided or collected through the Technology that we make available on third party websites or platforms if disclosed to you in connection with your use of the Technology.

This Privacy Policy applies only to information we collect through the Technology, in email, text, and/or other electronic communications sent through or in connection with the Technology. This Privacy Policy does not apply to the practices of third parties that we do not own or control, including, but not limited to, any third party websites, services and/or applications that you may elect to access through our Technology or via communications to individuals that we do not manage or employ. While we try to facilitate access only to third parties that share our respect for your privacy, we do not take responsibility for the content or privacy policies of those third parties. We encourage you to carefully review the privacy policies of all third parties you access through the Technology before providing information on or through them.

Information We Collect and How We Collect It

When you register with or use the Technology, you will need to create a user account. In doing so, we may ask you to provide the following information: first name, last name, age, company name, e-mail address, website address, user name, password, mailing address and telephone number (collectively, “User Information”). In addition, when you complete a financial transaction through the Technology, you may provide financial information, such as banking account information, credit/debit card information, etc., that we also collect and store for the purposes set forth in this Privacy Policy.  Lastly, when you engage with us via the Technology, certain information is gathered and stored automatically as a matter of the type of technology that we run via our Technology. Such information may include, without limitation, device identifiers, hardware information, IP address, cookie information, browser type, settings, language, and other information about your interaction with our Technology. The information collected automatically is used primarily to analyze site and page visitation and to customize options via our Technology to provide you a more customized experience based on your use, preferences and other information we have collected about you, including the advertisements that we may provide to you, including from third parties. For more information about this type of information collection, see the Cookies section below.

How We Use Your Information

We collect and use User Information to (i) fulfill any orders placed through our Technology, including providing necessary order information to the manufacturer (ii) provide and measure use of the Technology and improve it over time, (iii) communicate with you about your user account or transactions with us, (iv) send you information about changes to Technology features or our policies, (v) send you offers and promotions, (vi) personalize content for you on the Technology, (vii) detect, investigate and prevent activities that may violate our policies or applicable law, and (viii) for any other reason for which we notify you of or otherwise obtain your consent.

We may also use your User Information and any automatically recorded information to send you information about the Technology or to advertise and market to you. You may unsubscribe from these messages by following the instructions contained within the messages or by making changes to your account settings. If you e-mail us, we may keep your message, e-mail address and contact information to respond to your request.

Disclosure of Your Information

We will not sell, rent, use, distribute, disclose or release User Information to unaffiliated third parties unless we have your permission, or are required by law. We may share information with governmental agencies or other entities when: (1) permitted or required by law; (2) trying to protect against or prevent an actual or threatened information security breach; (3) or for any reason as disclosed to you via this Privacy Policy or upon your consent. Our service providers, such as our hosting provider, will have access to your User Information, but only to service us and the Technology.

Third Party Sites and Links

Our Technology may contain links, posted either by us or by others, that enable you to visit other websites of interest easily. Once you have used these links to leave our Technology, we do not have any control over the linked website. Therefore, we are not responsible for the protection and privacy of any information you provide while visiting such site, which is not governed by this Privacy Policy. You should review the individual website’s privacy policy for information regarding how your data will be collected, used, and stored.

Data Security

We are committed to ensuring that your User Information is secure. To prevent unauthorized access or disclosure, we have put in place suitable physical, electronic, and managerial procedures to safeguard and secure the information we collect, however, we CANNOT AND DO NOT GUARANTEE THE SECURITY OR CONFIDENTIALITY OF THE USER INFORMATION COLLECTED.

Please note that, in the event you set up an account with us and choose a user id and/or password, that it is your responsibility to: (a) control access to and use of your user account, ensuring that no unauthorized person shall have access to your account, user id, or password; (ii) promptly inform us of any need to deactivate or change your user id and/or password; and (iii) comply with all of our instructions for using, maintaining, or correcting your account. While we use commercially reasonable security technology and policies to protect your privacy via the Technology, we assume no responsibility and are not liable for any content submitted to your account or any content that is used or misused whether submitted, used, or misused by you, your designees, and/or other third parties. All your acts and omissions and those of unauthorized users who access the Technology via your user id and password shall be deemed to be your acts and omissions.

Cookies

Our Technology and emails use, and third party websites may use, a browser feature known as a cookie, which assigns a unique identification to your computer or device. The cookies are typically stored on your computer’s hard drive or mobile device. The automatically recorded information created by your use of the Technology, and collected when visiting our Technology or interacting with our emails may include information such as, your IP address; your browser type; your mobile carrier; other technical information about your device used to visit our Technology or interact with our emails; search terms; the referring domain; the pages you view; the features you use; whether you complete a transaction; and the time of your visit. Other actions, such as interactions with our website, applications and advertisements, may also be included. We will not have access to your computer or any personal information stored on your computer.

This automatically recorded information allows us to determine such things as which parts of our Technology are most visited or used, what products are browsed and/or purchased, the effectiveness of our website and emails, your specific interaction with our websites and emails and difficulties you may experience in accessing our website or emails. With this knowledge, we can improve the quality of your experience on our website and interaction with our emails by recognizing and delivering more of the most desired features and information, personalize your experience, and resolve access difficulties.

We use third party ad networks (called third-party ad servicer or network advertisers and third-party analytics), including Facebook Pixel, to deliver ads to you on our behalf and on the behalf of our partners, and Google Analytics to gather and analyze demographic information, including gender and age data, to determine information about our Technology. These third party ad networks and analytics companies may place their cookies, web beacons, pixel tags, or other technologies on the Technology or in your browser to collect information about you when you use or otherwise access the Technology (such as browser types, time and date, browsing or transaction activity, subject to advertisements clicked on or scrolled over, or a platform-provided identifier during your visits to the Technology) to enable those third  party ad networks to deliver advertisements to you on third party websites and mobile applications for our products or services, or those of third parties, that are likely to be of interest to you and/or to determine traffic and demographic information about Technology users. We may receive reports based on the use of these technologies by these companies on an individual or aggregated basis. We encourage you to view the privacy policy of advertisers, ad services, and analytic companies to learn more about their cookies and other technologies. .

If you do not want to receive those kinds of advertisements or wish to disable the acceptance of cookies, you can review your Internet browser settings, typically under the sections “Help” or “Internet Options,” and exercise choices you have for certain cookies. If you disable or delete certain cookies in your Internet browser settings, you might not be able to access or use important functions or features of the Technology, and you may be required to re-enter your log-in details. 

To learn more about the use of cookies for Google analytics and to exercise choice regarding such cookies, please visit the Google Analytics Opt-out Browser Add-on. 

To learn more about certain cookies used for interest based advertising by third parties, including through cross-device tracking, and to exercise certain choices regarding such cookies, please visit the Digital Advertising Alliance, Network Advertising Initiative, or your device settings if you already have the DAA or other mobile app.

Data Retention

We maintain your User Information as long as we believe the User Information has value to us, is required for us to provide our services to you, or as otherwise allowed or required by law.

Business Transitions and Transfers

We expressly reserve the right to disclose, lease, sell, assign or transfer User Information and any automatically recorded information collected in the event we are directly or indirectly involved in a bankruptcy, consolidation, merger, acquisition, reorganization of or sale of assets, or any other corporate change involving us. Upon any type of business transition or transfer of ownership, you will be notified via email and/or a prominent notice on our website, of any change in ownership, uses of your User Information and any automatically recorded information, and choices you may have regarding your User Information and any automatically recorded information. We will use reasonable efforts to ensure this Privacy Policy will apply to your User Information and any automatically recorded information as transferred to the new entity, but we cannot assure you that, upon completion of any such transfer, the new entity will maintain this Privacy Policy in its current form.

Updating Your Personal Information

We provide you with the opportunity to review and change your User Information you provided to us at registration by visiting your account profile page. By keeping your User Information up-to-date and accurate, we will be able to provide a more personalized experience by taking into account your preferences.

You can also permanently deactivate your account at any time by visiting your account profile page. Once your account has been deactivated, it may not be possible to restore your account, even if it was accidentally or wrongfully deactivated.

Eligibility for Use and Children Under the Age of 13

The Technology is for business to business communications, is not personal in nature, and is not intended for children under 13. We do not knowingly collect personal information from children under 13. If we learn we have collected or received personal information from a child under 13 without verification of parental consent, we will remove that information and delete the child’s account. If a parent or other adult becomes aware that a child under 13 has provided us with personal information, please contact us at support@SmokeDrop.com.

Additional California Privacy Disclosures

            Shine the Light

Pursuant to Section 1798.83-.84 of the California Civil Code, residents of California have the right to request from a business, with whom the California resident has an established business relationship, what types of personal information, if any, the business shares with third parties for direct marketing purposes by such third party and the identities of the third parties with whom the business has shared such information in the immediately preceding calendar year. To access this information, please contact us by emailing support@SmokeDrop.com with “CA Shine the Light Privacy Requests” in the subject line. Please note that, under the law, we are not required to respond to your request more than once in a calendar year, nor are we required to respond to any requests that are not sent to the above-designated email.

            Do Not Track

Do Not Track is a privacy preference that users can set in their web browsers. When a user turns on the Do Not Track signal, the browser sends a message to websites requesting them not to track the user. At this time, we do not respond to Web browser “do not track” settings or signals. We deploy cookies and other technologies on our Services to collect information about you and your browsing activity, even if you have turned on the Do Not Track signal.

Changes to this Privacy Policy

SmokeDrop may modify or update this Policy at any time without notice and at our sole discretion. Any additional or different terms in this Policy will be effective upon being posted on or in connection with the Technology. You are responsible for reviewing this Policy periodically. Your continued use of the Technology after we make any changes is deemed to be acceptance of those changes. If you do not agree with this Policy and our practices, do not register with or use our Technology.

Contact Information

If you have any questions regarding how we collect, use, and secure your User Information, please contact us at support@SmokeDrop.com.