By subscribing to Dropify, opening a Store (as defined in section 1) and by using any Dropify Services (as defined below), you are agreeing to be bound by the following terms and conditions (the “Terms of Service”).

As used in these Terms of Service, “We”, “Us” and “Dropify” refers to Dropify (as defined below), a contracting party. Whereas, the “Store Owner”, “Dropshipper”, “you”, and “your” (as defined in section 2) refers to the other contracting party.

The Services offered by Dropify include various products and services, such as, but not limited to the website, customer (Store Owner) service, warehousing and fulfillment, to help the Store Owner sell goods to buyers. Any new features or tools which are added to the current Services shall also be subject to the Terms of Service. Dropify reserves the right to update and change the Terms of Service by posting to the Dropify website. You must read, agree with, and accept all the terms and conditions contained or expressly referenced in these Terms of Service before signing up for an account, subscribing to Dropify, and/or using any Dropify Services.

1. SUBSCRIPTION AND STORE TERMS

1. 1. After logging-in to your Dropify account and subscribing (forms, requirements, and payments submitted), Dropify will create your Store which refers to the Lazada, Shopee, Shopify, and/or Woocommerce store where your products will be posted and sold.
   2. To access and use the Services, you must log-in (if you have an account) or register (if you do not have an account on Dropify’s website yet) and subscribe to Dropify. You are required to provide your full legal name, current address, phone number, a valid email address, a clear copy of at least one (1) valid I.D., and any other information indicated as required. Dropify may reject your application for a subscription, or cancel an existing subscription, for any reason, at our sole discretion.
   3. You must be at least 18 years old to subscribe to Dropify.
   4. You confirm that you are receiving Services provided by Dropify for the purpose/s of carrying on a business activity and not for any personal, household or family purpose.
   5. You acknowledge that Dropify will use the active email address you provide on opening a Store or as updated by you from time to time as the primary method for communication with you.
   6. You are responsible for keeping your password secure. Dropify cannot and will not be liable for any loss or damage from your failure to maintain the security of your account and password.
   7. You are responsible for all activity and Material/s which refers to the content such as, but not limited to, photos, images, videos, graphics, written content, audio files, code, information, or data uploaded, collected, generated, stored, displayed, distributed, transmitted or exhibited on or in connection with your Store.
   8. A breach or violation of any term in the Terms of Service as determined in the sole discretion of Dropify may result in an immediate termination of your Services.
   9. You are responsible for your Store and any Material you upload online including all platforms under the Service of Dropify. Take note violation of these Terms of Service may result in immediate cancellation of subscription.

2. STORE ACTIVATION

1. STORE OWNER
   1. Subject to section 2.1.2, the person subscribing to Dropify will be the contracting party (“Store Owner”) for the purposes of our Terms of Service. The Store Owner will be the person who is authorized to use any corresponding Store we may provide.
   2. If you are subscribing to the Services on behalf of your employer, your employer shall be the Store Owner. You must use your employer-issued email address and you represent and warrant that you have the authority to bind your employer to our Terms of Service.
   3. Your Dropify Store can only be associated with one Store Owner. A Store Owner may have multiple Dropify Stores.
2. STORE LIABILITY
   1. The Store Owner is responsible and liable for the acts, omissions, and defaults arising from the use of the Store.1.
3. CREDIT CARD ACCOUNTS
   1. You acknowledge that Credit Card/s will be your default payment gateway(s) and that it is your sole responsibility as the Store Owner to activate and maintain these accounts. If you do not wish to keep the payment account active, it is your responsibility to deactivate them.
4. GENERAL CONDITIONS
   1. You must read, agree with and accept all of the terms and conditions contained in these Terms of Service before you may become a Dropify user/Store Owner.
   2. Technical support in respect of the Services is only provided to Store Owners.
   3. The Terms of Service shall be governed by and interpreted in accordance with the laws of the Republic of the Philippines applicable therein, without regard to principles of conflicts of laws.
   4. You may not use the Dropify Services for any illegal or unauthorized purpose nor may you, in the use of the Service, violate any laws in your jurisdiction (including, but not limited to, copyright laws), the laws applicable to you in your customers’ jurisdiction, or the laws of the Republic of the Philippines. You will comply with all applicable laws, rules and regulations in your use of the Service and your performance of obligations under the Terms of Service.
   5. Questions about the Terms of Service should be sent directly to Dropify Support via email, official Facebook page, and website.
   6. You understand that your Materials (excluding the credit card information), may be transferred unencrypted and involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices. Credit card information is always encrypted during transfer over networks.
   7. All the terms and provisions of the Terms of Service shall be binding upon and inure to the benefit of the contracting parties and to their respective heirs, successors, permitted assigns, and/or legal representatives. Dropify shall be permitted to assign these Terms of Service without notice to you or consent from you. You shall have no right to assign or otherwise transfer the Terms of Service, or any of your rights or obligations hereunder, to any third-party without Dropify’s prior written consent, to be given or withheld in Dropify’s sole discretion.
5. BRAND AND CATALOG MATERIALS, PRICSE, FEES, AND COMMISSION RATES
   1. Each Dropify Catalog, which refers to the categories of products the Store Owner selected upon subscription, has its own subscription fee and rules and may vary depending on the internal agreement between our company and the brand partners.
   2. For selected catalogs, you agree that you will strictly follow the SRP of the supplier. You agree not to sell goods below SRP, and cannot change images and/or brand name/s.
   3. Selected catalogs allow dropshippers (Store Owners) to sell items with their brands, images, and SRP but will not issue Official Distributor Permit.
   4. Selected Catalogs are commission-based and may vary for each supplier (list of brands and commission are subject to change with prior notice to our current dropshippers).
      1. Tresemme – 10%
      2. Vitakeratin – 10%
      3. Love, Beauty, & Planet – 10%
      4. Garnier – 10%
      5. Loreal – 10%
      6. Maybelline – 10%
      7. Pond’s – 10%
      8. Eureka – 10%
      9. Glico Philippines (Pocky) – 14%
      10. RHANDZ – 15%
   5. For other Dropify Catalogs with no fixed selling price, you agree not to sell goods below cost of goods, but you may edit images.

3. CONTRACTING PARTIES

1. The contracting parties refer to two parties who enter into a binding agreement. Thus, agreeing to the terms, conditions, and obligations specified in the written and signed agreement.
2. “Dropify Contracting Party” refers to Simpletrade Ventures OPC, a Filipino corporation, with offices located at 6th Floor, 117 E. Rodriguez Ave., Brgy. Tatalon, Quezon City, 1113.
3. The other contracting party refers to the Store Owner/dropshipper who subscribed to Dropify’s Services.

4. DROPIFY RIGHTS

1. We reserve the right to modify or terminate the Services for any reason, without notice at any time. Not all Services and features are available in every jurisdiction and we are under no obligation to make any Services or features available in any jurisdiction.
2. We reserve the right to refuse service to anyone for any reason at any time at our sole discretion.
3. We may, but have no obligation to, remove Materials and suspend or terminate Store/s if we determine in our sole discretion that the Store’s goods offered or the Materials uploaded violate these Terms of Service.
4. Verbal or written abuse of any kind (including threats of abuse or retribution) of any Dropify customer, employee, member, or officer will result in immediate Store/subscription termination.
5. Dropify does not pre-screen Materials and it is in our sole discretion to refuse or remove Materials from the Service, including your Store.
6. We reserve the right to provide our services to your competitors and make no promise of exclusivity in any particular market segment. You further acknowledge and agree that Dropify employees and contractors may also be Dropify customers/merchants and that they may compete with you, although they may not use your Confidential Information (as defined in Section 6) in doing so.
7. In the event of a dispute regarding Store ownership, we reserve the right to request documentation to determine or confirm Store ownership. Documentation may include, but is not limited to, a scanned copy of your business license, government issued photo ID, the last four digits of the credit card on file, and your status as an employee of an entity.
8. Dropify retains the right to determine, in our sole judgment, rightful Store ownership and transfer a Store to the rightful Store Owner. If we are unable to reasonably determine the rightful Store Owner, without prejudice to our other rights and remedies, Dropify reserves the right to temporarily disable a Store until resolution has been determined between the disputing parties.

5. CONFIDENTIALITY

1. “Confidential Information” includes, but not be limited to, any and all information associated with a party’s business and not publicly known, such as specific business information, technical processes and formulas, software, customer lists, prospective customer lists, names, addresses and other information regarding customers and prospective customers, product designs, sales, costs (including any relevant processing fees), price lists, and other unpublished financial information, business plans and marketing data, and any other confidential and proprietary information, whether or not marked as confidential or proprietary. Dropify’s Confidential Information includes all information that you receive relating to us, or to the Services, that is not known to the general public including information related to our security program and practices.
2. Both parties agree to use the other party’s Confidential Information solely as necessary for performing its obligations under and in accordance with any other obligations specified in these Terms of Service.
3. Each party agrees that it shall take all reasonable steps, at least substantially equivalent to the steps it takes to protect its own proprietary information, to prevent the duplication, disclosure or use of any such Confidential Information, other than;
   1. by or to its employees, agents, and subcontractors who must have access to such Confidential Information to perform such party’s obligations hereunder, who each shall treat such Confidential Information as provided herein, and who are each subject to obligations of confidentiality to such party that are at least as stringent as those contained herein;
   2. or as required by any law, regulation, or order of any court of proper jurisdiction over the parties and the subject matter contained in these Terms of Service, provided that, if legally permitted, the receiving party shall give the disclosing party prompt written notice and use commercially reasonable efforts to ensure that such disclosure is accorded confidential treatment.
4. Confidential Information shall not include any information that the receiving party can prove such as but not limited to the following:
   1. Information was already in the public domain, or was already known by or in the possession of the receiving party, at the time of disclosure of such information
   2. Information is independently developed by the receiving party without use of or reference to the other party’s Confidential Information, and without breaching any provisions of these Terms of Service
   3. Information is thereafter rightly obtained by the receiving party from a source other than the disclosing party without breaching any provision of these Terms of Service.

6. LIMITATION OF LIABILITY

1. You expressly understand and agree that, to the extent permitted by applicable laws, Dropify shall not be liable for any direct, indirect, incidental, special, consequential or exemplary damages, including but not limited to, damages for loss of profits, goodwill, use, data or other intangible losses resulting from the use of or inability to use the Service.
2. To the extent permitted by applicable laws, in no event shall Dropify or our suppliers/brand partners be liable for lost profits or any special, incidental or consequential damages arising out of or in connection with our site, our Services or these Terms of Service (however arising including negligence). You agree to indemnify and hold us and (as applicable) our parent, subsidiaries, affiliates, Dropify partners, officers, directors, agents, employees, and suppliers harmless from any claim or demand, including reasonable attorneys’ fees, made by any third-party due to or arising out of your breach of these Terms of Service or the documents it incorporates by reference, or your violation of any law or the rights of a third-party.
3. Your use of the Services is at your sole risk. The Services are provided on an “as is” and “as available” basis without any warranty, condition, express, implied or statutory.
4. Dropify does not warrant that the Services will be uninterrupted, timely, secure, or error-free.
5. Dropify does not warrant that the results that may be obtained from the use of the Services will be accurate or reliable.
6. Dropify does not warrant that the quality of any products, services, information, or other materials purchased or obtained by you through the Services will meet your expectations, or that any errors in the Services will be corrected.

7. WAIVER AND COMPLETE AGREEMENT

The failure of Dropify to exercise or enforce any right or provision of the Terms of Service shall not constitute a waiver of such right or provision. The Terms of Service, including the documents it incorporates by reference, constitute the entire agreement between you and Dropify and govern your use of the Services and your Account, superseding any prior agreements between you and Dropify (including, but not limited to, any prior versions of the Terms of Service).

8. INTELLECTUAL PROPERTY AND CUSTOMER

1. We do not claim any intellectual property rights over the Materials you provide to the Dropify Service. All Materials you upload remain yours. You can remove your Dropify Store at any time by deleting it.
2. By uploading Materials, you agree to
   1. to allow other internet users to view the Materials you post publicly to your Store;
   2. to allow Dropify to store, and in the case of Materials you post publicly, display and use your Materials;
   3. that Dropify can, at any time, review and delete all the Materials submitted to its Service, although Dropify is not obligated to do so.
3. You retain ownership over all Materials that you upload to the Store; however, by making your Store public, you agree to allow others to view Materials that you post publicly to your Store. You are responsible for compliance of the Materials with any applicable laws or regulations.
4. Dropify shall have the non-exclusive right and license to use the names, trademarks, service marks and logos associated with your Store to promote the Service.

9. PAYMENT OF FEES

1. A valid payment method (like a credit card) is required for all Stores.
2. You will be billed for your Subscription Fees every 30 days or 365 days, depending on your subscription.
3. Any subscription fee or additional fee will be charged to your payment method.
4. Subscription fees are not refundable.
5. If we are not able to process payment of fees using your payment method, we will try again in three (3) days. If we are unable to process payment of fees on the second attempt, we will make a third and final attempt for another two (2) days. If payment of fees is unsuccessful after three (3) attempts with a total of five (5) business days, Dropify may freeze your store. No refunds.

10. DROPSHIPPING COMPLIANCE AND TAXATION CLAUSE

1. To ensure compliance with regulatory requirements and promote transparency in managing dropshipping arrangements, this clause covers newly acquired and existing Dropshippers, including those not registered with BIR.
2. Dropshippers can choose between:
   1. Option 1: Dropshipper Self-Registration with BIR
      1. 1. Dropshippers register independently, managing compliance and tax obligations.
            1. Dropshippers should register for Sole Proprietorship and must use their full name as their official business name.
            2. Any Certificate of Registration (COR) registered as Individual or Corporate will not be accepted by Dropify.
   2. Option 2: Dropshippers Not Registered with BIR
      1. Company allows Dropshippers to use its name.
      2. A 10% commission withholding by the Company for BIR remittance.
      3. Must transition to Option 1 if the gross remittance exceeds PHP500,000.
   3. Dropshippers must inform Dropify of their chosen option upon subscription. Those under Option 2 must adhere to commission withholding. The Company supports the transition to Option 1 for Dropshippers surpassing PHP 500,000 in gross remittance.

11. CANCELLATION AND TERMINATION

1. You may cancel your Store and terminate the Terms of Service at any time by contacting Dropify Support and then following the specific instructions indicated to you in Dropify’s response.
2. Upon termination of the Services by either party for any reason;
   1. Dropify will cease providing the Services and the Store Owner will no longer be able to access his/her Store after his/her monthly subscription has run its course;
   2. unless otherwise provided in the Terms of Service, you will not be entitled to any refunds of any fee, pro rata or otherwise;
   3. any outstanding balance owed to Dropify for the Store Owner’s use of the Services through the effective date of such termination will immediately become due and payable in full; and
   4. your Store will be taken offline.
3. If at the date of termination of the Service, there are any outstanding fees owed by you, you will receive one final invoice via email. Once that invoice has been paid in full, you will not be charged again.
4. We reserve the right to modify or terminate the Dropify Service, the Terms of Service and/or your Store for any reason, without notice at any time. Termination of the Terms of Service shall be without prejudice to any rights or obligations which arose prior to the date of termination.
5. Without limiting any other remedies, Dropify may suspend or terminate your Store/subscription if we suspect that you (by conviction, settlement, insurance or escrow investigation, or otherwise) have engaged in fraudulent activity in connection with the use of the Services.
6. The rate of returns (i.e., return to seller) must not exceed 15% (Lazada and Shopee Stores).
7. You cannot, by your own hand, change the status of items to RTS (ready to ship) status.

12. MODIFICATIONS TO THE SERVICE AND PRICES
We may change or discontinue the service, products, and prices at any time, without liability.

13. BETA SERVICES

1. From time to time, Dropify may, in its sole discretion, invite you to use, on a trial basis, pre-release or beta features that are in development and not yet available to all merchants (“Beta Services”). Beta Services may be subject to additional terms and conditions, which Dropify will provide to you prior to your use of the Beta Services.
2. Such Beta Services and all associated conversations and materials relating thereto will be considered Dropify Confidential Information and subject to the confidentiality provisions in this agreement.
3. Without limiting the generality of the foregoing, you agree that you will not make any public statements or otherwise disclose your participation in the Beta Services without Dropify’s prior written consent.
4. Dropify makes no representations or warranties that the Beta Services will function. Dropify may discontinue the Beta Services at any time in its sole discretion. Dropify will have no liability for any harm or damage arising out of or in connection with a Beta Service. The Beta Services may not work in the same way as a final version. Dropify may change or not release a final or commercial version of a Beta Service in our sole discretion.

14. FEEDBACK AND REVIEWS

Dropify welcomes any ideas and/or suggestions regarding improvements or additions to the Services.

1. Under no circumstances shall any disclosure to Dropify of Feedback, which refers to any idea, suggestion or related material, and Review/s of the Services by third-party services or any third-party provider, be subject to any obligation of confidentiality or expectation of compensation.
2. By submitting Feedback or Reviews to Dropify (whether submitted directly to Dropify or posted on any Dropify hosted forum or page), you waive any and all rights in the Feedback and that Dropify is free to implement and use the Feedback if desired, as provided by you or as modified by Dropify, without obtaining permission or license from you or from any third-party.
3. Any Feedback/Review of a third-party service or any third-party provider submitted to Dropify must be accurate to the best of your knowledge, and must not be illegal, obscene, threatening, defamatory, invasive of privacy, infringing of intellectual property rights, or otherwise injurious to third-parties or objectionable. Dropify reserves the right (but not the obligation) to remove or edit Feedback of third-party services or any third-party provider but does not regularly inspect posted Feedback.

15. COPYRIGHT INFRINGEMENT NOTICE AND TAKEDOWN PROCEDURE

1. You agree not to reproduce, duplicate, copy, sell, resell or exploit any portion of the Service, use of the Services, or access to the Services without the written permission by Dropify.
2.  You shall not purchase search engines or other pay per click keywords (such as Google AdWords) or domain names that use Dropify or Dropify trademarks and/or variations and misspellings thereof.
3. Dropify supports the protection of intellectual property and asks Dropify merchants to do the same. It’s our policy to respond to all notices of alleged copyright infringement. If someone believes that one of our merchants is infringing their intellectual property rights, they can send a notice to Dropify’s designated agent using our form.
   1. Upon receiving a notice, we may remove or disable access to the Materials claimed to be a copyright infringement. Once provided with a notice of takedown, the merchant can reply with a counter notification using our form if they object to the complaint. The original complainant has fourteen (14) business days after we receive a counter notification to seek a court order restraining the merchant from engaging in the infringing activity, otherwise we restore the material.

16. PRIVACY & DATA PROTECTION

1. You acknowledge and agree that your use of the Services, including information transmitted to or stored by Dropify, is governed by its privacy policy.
2. Dropify is firmly committed to protecting the privacy of the Store Owners’ personal information and the personal information of your customers. By using the Service, you acknowledge and agree that Dropify’s collection, usage, and disclosure of this personal information is governed by our Privacy Policy.