Terms and conditions

This Subscription Terms of Service (the "Subscription") is made effective April 12, 2024 (“Effective Date”) between: DROPY.AI, an Alberta sole proprietorship owned by Riley Dougall (“Dropy.AI”, “we”, “our” or “us”, and for greater certainty, references to Dropy.AI shall also refer to its sole proprietor, Riley Dougall) and [User Name], a [entity type and jurisdiction of formation [OR]individual] with an address at [address] (“User”, or “you,” and with Dropy.AI, the “Parties” and “Party” means any one of them).

Please read these Terms and Conditions carefully before using the Service.

Your access to and use of the Service is conditioned on your acceptance of and compliance with these Terms. These Terms apply to all visitors, users and others who 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 may not access the Service.

  1. Description of the Services.  During the Term (defined below) of the Subscription, Dropy.AI will provide the User with access to Dropy.AI’s online forum providing aggregated information on top e-commerce product lines, trends and available vendors, AI dropshipping tools, AI assistants and Shopify integrations (“Dropy.AI Forum”), and email technical support with respect to use of the Dropy.AI Forum (collectively, the “Services”).Subscribing to, and accessing the Services signifies User’s acceptance to be bound by the terms and conditions of the Subscription and to the “Privacy Policy” attached to this Subscription as Schedule “A” hereto. Dropy.AI may change these terms at any time but will post a notice on Dropy.AI’s website or email you of any material changes. User’s continued use of the Services means that User accepts any new or modified terms and conditions.  Dropy.AI reserves the right, at its sole discretion, to modify, replace, or discontinue any of the Services provided under this Subscription at any time. Notwithstanding the foregoing, Dropy.AI is under no obligation to provide any particular Service for any specific length of time and may be changed or discontinued altogether.  Without limiting any of the foregoing, you agree that if the Services are discontinued in their entirety, Dropy.AI’s only obligation to you is to provide you with a pro-rated refund of any period of time representing prepaid but unused or unavailable Services.
  2. Term. The Parties agree that the “Term” of the Subscription will commence with a three (3) day free trial period after User’s execution of this Subscription (“Trial Period“) and if User does not provide note to terminate the Term at the end of the Trial Period, the Term shall automatically renew and continue thereafter [on a month-to-month basis/on a year-to-year basis] and may be terminated for convenience by User upon written notice delivered to Dropy.AI no later than 5 calendar days before the last day of the [applicable month of the Term/applicable year of the Term].  Dropy.AI may early terminate the Subscription with immediate effect upon a material breach by User of any of its obligations under this Subscription, and User shall not be entitled to any pro-rated refund for any period of prepaid but unused Services.
  3. Subscription Fee.  After the Trial Period, User shall pay [$20.00 - 30.00 plus applicable taxes for each month in the Term/$100.00 plus applicable taxes for each contract year in the Term] (“Fees”), provided that Dropy.AI may amend the Subscription Fees payable at any time upon 10 days’ prior notice before the next renewal date of the Term.  Without limitation to any other provision in this Subscription, if User has failed to pay the Fees to Dropy.AI when due, Dropy.AI shall be entitled to suspend User’s access to the Services until such time that all Fees payable by User have been received by Dropy.AI in full.  Subscription Fees are due in advance, and your membership will automatically renew for the period you have signed up for, subject to your rights to terminate the Subscription as described in Section 2 above.  Except as expressly provided in this Subscription, all Fees are strictly non-refundable.
  4. Pre-Authorization for Debit. User authorizes Dropy.AI and Dropy.AI’s financial institution to debit User’s credit card or bank account provided to Dropy.AI via Dropy.AI’s third-party payment processing service (Stripe or another Dropy.AI third-party vendor) for the payment of all Fees described in Section 3 above. User shall be responsible for any administrative charges for returned or declined payments. User represents and warrants that the credit card and banking information provided is accurate and complete and will promptly notify Dropy.AI of any change in such information; and all persons required to authorize charges on the credit card or bank account have authorized the debts to be drawn from that credit card or bank account pursuant to this provision. This authorization is to remain in effect until the termination of the Term.  The authorization applies only to the method of payment and does not otherwise have any bearing on the contract for goods or services exchanged.
  5. Independent Contractor. In providing the Services, it is expressly agreed that Dropy.AI is acting as an independent contractor and not as an employee of User. Dropy.AI and User each acknowledge that this Subscription does not create a partnership or joint venture or employer-employee relationship between them and is exclusively a contract for goods and services.
  6. Notices. All notices, requests, demands or other communications required or permitted by the terms of this Subscription will be given in writing and delivered by email to the Parties at the following addresses: 

    A. User: [Your Email]
    B. Dropy.AI: Customer Support

    or to such other email address as either Party may from time to time notify the other.  A notice is deemed received by email by the receiving Party one business day from the sending Party’s transmission.
  7. Disclaimers and Limitation of Liability.

    a. The Services and all accompanying or related materials (the “Product”) is for general information purposes only. The information provided has not taken your personal or business circumstances, risk tolerances and your prior knowledge on the subject matter into account. You therefore agree that all information and tools provided in the Services and the Product is: (a) for general information only and not intended as personalized business or investment advice; and (b) not to be used or construed as an offer to sell, a solicitation of an offer to buy, or an endorsement, or sponsorship of any product or service rendered by Dropy.AI or any third party, or to participate in any activity.

    b. By your use of the Product, you are agreeing that you bear responsibility for your own product and vendor research and sales and investment decisions. You also agree that Dropy.AI, its sole proprietors, directors, employees, contractors, agents and affiliates will not be liable for any decision you have made or action taken by you and others based on news, information, opinion, software or integration tools, or any other material published through the Product. DROPY.AI DOES NOT PROVIDE ANY PERSONAL BUSINESS, INVESTMENT OR OTHER PROFESSIONAL ADVICE OR ADVICE REGARDING THE SUITABILITY, PROFITABILITY, OR POTENTIAL VALUE OF ANY PARTICULAR PRODUCT, SALES ACTIVITY, INVESTMENT, OR ANY OTHER ACTIVITY, INCLUDING WITHOUT LIMITATION, ANY POTENTIAL PRODUCT LIABILITY ISSUES, THE VERACITY OF PRICING INFORMATION OBTAINED FROM THIRD PARTY SOURCES, IMPORT AND EXPORT CUSTOMS, DUTIES AND RESTRICTIONS, INTELLECTUAL PROPERTY INFRINGEMENT WITH RESPECT TO ANY PRODUCT, AND THE ACCURACY OF ANY INFORMATION OBTAINED FROM THIRD PARTIES.

    c. User further acknowledges and agrees that any request for information by User through the Services is unsolicited and any response by Dropy.AI will not constitute or be construed as business or investment advice.

    d. Dropy.AI bases its information on publicly available information and information obtained from third-party sources, which are believed to be reliable in the past and at the time of publication on the Dropy.AI Forum. However, Dropy.AI makes no warranty as to the completeness, accuracy or usefulness of the information presented. ACCORDINGLY, YOU EXPRESSLY UNDERSTAND AND AGREE THAT:

    i. ALL PRODUCT AND SERVICES ARE PROVIDED ON AN “AS IS” AND “ASAVAILABLE” BASIS. TO THE MAXIMUM EXTENT PERMITTED BY LAW,DROPY.AI MAKES NO WARRANTIES OF ANY KIND, EITHER EXPRESSOR IMPLIED, INCLUDING, WITHOUT LIMITATION IMPLIED WARRANTIESOF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSEWITH RESPECT TO THE PRODUCT AND SERVICES. YOU WILL ASSUMETHE ENTIRE RISK AS TO THE QUALITY AND THE PERFORMANCE OFTHE PRODUCT AND SERVICES AND THE ACCURACY ORCOMPLETENESS OF ITS CONTENT;

    ii. TO THE MAXIMUM EXTENT PERMITTED BY LAW, DROPY.AI MAKES NOWARRANTY THAT THE QUALITY OF THE PRODUCT AND SERVICESWILL MEET YOUR EXPECTATIONS OR THAT SUCH CONTENT WILL BEUNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE AND THAT ANYERRORS WILL BE IMMEDIATELY CORRECTED; AND

    iii. ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINEDTHROUGH THE USE OF THE PRODUCT AND SERVICES IS DONE ATYOUR OWN RISK AND DISCRETION AND YOU WILL BE SOLELYRESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM ORLOSS OF DATA THAT RESULTS FROM THE USE OR DOWNLOAD OFSUCH MATERIAL,

    AND IN EACH CASE, YOU AGREE TO INDEMNIFY AND HOLD HARMLESS DROPY.AI IN RESPECT OF ANY DIRECT CLAIM OR THIRD-PARTY CLAIMS SUFFERED BY YOU OR ANY THIRD PARTY THAT IS RELATED TO DROPY.AI’S PROVISION OF THE PRODUCT AND SERVICES UNDER THIS SUBSCRIPTION.

    e. YOU EXPRESSLY UNDERSTAND AND AGREE THAT IN NO EVENT WILLDROPY.AI BE LIABLE FOR ANY DAMAGES WHATSOEVER, INCLUDING ANYDIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARYDAMAGES, AND ANY DAMAGES FOR LOSS OF PROFITS, SAVINGS,GOODWILL OR OTHER INTANGIBLE LOSSES, REGARDLESS OF WHETHERDROPY.AI HAS BEEN ADVISED OF OR COULD HAVE FORESEEN THEPOSSIBILITY OF SUCH DAMAGES, ARISING OUT OF OR IN CONNECTIONWITH THE USE, INABILITY TO USE OR PERFORMANCE OF ANY OF THEPRODUCTS AND SERVICES PROVIDED HEREUNDER.

    f. DROPY.AI HEREBY EXPRESSLY DISCLAIMS ANY LIABILITY FOR ERRORS OROMISSIONS IN THE PRODUCT AND SERVICES. USER SHALL AVAIL ITSELF OFALL OF ITS OWN OBLIGATION IN OPERATING ITS BUSINESS AND OWNACTIVITIES, AND USER SHALL INDEMNIFY AND HOLD DROPY.AI HARMLESSIN RESPECT OF ANY CLAIMS, DAMAGES, LOSSES IN RESPECT OF ANYDIRECT OR THIRD-PARTY CLAIMS OR REGULATORY FINES OR PENALTIES,OR ANY PRODUCT OR E-COMMERCE PLATFORM PENALTIES OR DELISTINGS,WITH RESPECT TO USER’S OPERATION OF ITS BUSINESS AND ITS USE OFTHE PRODUCT AND SERVICES.

    g. LIMITATION OF LIABILITY. USER HEREBY AGREES THAT DROPY.AI’S AND ITSSOLE PROPRIETOR’S TOTAL LIABILITY TO USER FOR ANY AND ALL INJURIES,CLAIMS, LOSSES, EXPENSES OR DAMAGES, ARISING OUT OF OR IN ANYWAY RELATED TO THE PRODUCT AND SERVICES, AND THIS SUBSCRIPTION,FROM ANY CAUSE OR CAUSES, INCLUDING BUT NOT LIMITED TO ANYDROPY.AI’S NEGLIGENCE, GROSS NEGLIGENCE, ERRORS, OMISSIONS,STRICT LIABILITY, BREACH OF CONTRACT OR BREACH OF WARRANTY(HEREAFTER & "USER’S CLAIMS"), SHALL NOT EXCEED THE LESSER OR$100.00 IN THE AGGREGATE OR THE TOTAL AMOUNT OF FEES PAID BY USERPURSUANT TO THIS SUBSCRIPTION. USER’S AGREEMENT TO THELIMITATION OF ITS ABILITY TO PURSUE ANY USER’S CLAIMS IS ANECESSARY INDUCEMENT FOR DROPY.AI TO ENTER INTO THIS SUBSCRIPTION.

    h. IF ANY PORTION OF THE PRODUCTS AND SERVICES ARE DELIVERED BY ATHIRD PARTY, USER AGREES THAT IT WILL INDEMNIFY AND HOLDHARMLESS DROPY.AI FROM ANY CLAIM RELATED TO THAT PORTION OF THEPRODUCTS AND SERVICES DELIVERED BY A THIRD PARTY, AND SHALLPURSUE THE CLAIM DIRECTLY WITH THE APPLICABLE THIRD PARTYPRODUCT OR SERVICE PROVIDER.

  8. Intellectual Property.

    a. User shall have a limited, non-exclusive, non-transferable license (without the right tosublicense), subject to the terms of this Subscription, to access and use the Productand Services (and for greater certainty, the definition of Product shall include theinformation contained on the Dropy.AI Forum at any time) solely for its owninformation purposes only. Any other use of the Product and Services except asspecifically described and authorized hereunder, or where permitted by Dropy.AI inwriting, is expressly prohibited and at User’s sole risk, and all other right, title, andinterest in the Product and Services is exclusively the property of Dropy.AI. Useragrees not to copy, transmit, distribute, sell, license, reverse engineer, modify,publish, or participate in the transfer or sale of, create derivative works from, or inany other way exploit any of the Product and Services, in whole or in part.

    b. Any and all intellectual property owned by Dropy.AI, including the Product andServices, any trademarks, trade secrets, proprietary information, patents andcopyrights, whether appearing within the Product and Services, Dropy.AI’s website,the Drope Forum, or in materials forwarded to User at any time from Dropy.AI, orelsewhere, shall at all times constitute Dropy.AI’s “Intellectual Property”. Except incircumstances expressly authorized in a written Subscription, no such IntellectualProperty, including any Product and Services rendered to User pursuant to thisSubscription, may be copied, reproduced, distributed, republished, uploaded,displayed, posted, or transmitted by User to any public forum or to any third party inany way whatsoever without the express, written consent of Dropy.AI.

    c. Copyright. Any and all content comprising the Product and Services, or contained inany of Dropy.AI’s apps, websites (whether in desktop, mobile or other app formats),social media accounts, group forums, profiles, emails, as well as content transmittedwith and/or as part of Dropy.AI’s Products and Services or through any otherchannels, online or offline, including any designs, graphics, logos, icons, text,images, audio and video clips, the selection, compilation, collection, assembly andarrangement thereof are protected under Canadian, U.S. and international copyrightlaws, and unauthorized use, distribution, reproduction, modification, transmission,display, performance, republishing, and any other means of dissemination withoutour express written consent, is prohibited by law.

    d. Trademarks. Dropy.AI’s name (“Dropy.AI.AI” and any other trade names used byDropy.AI), Dropy.AI’s business, product and service names, page headers, logos,slogans, taglines, product names, and similar brand identifiers are trademarks, tradedresses and service marks owned by Dropy.AI and its sole proprietor. As such, anyuse of these marks in any manner likely to confuse third parties without the express,written consent of Dropy.AI is strictly prohibited. Any trademarks belonging to thirdparties require the consent of their respective owners prior to use or display.

    e. No person shall have the right to copy, reverse engineer, decompile, disassemble,reproduce, publish, upload, share, use, register as a domain name, or otherwisedisplay any software, web content, logo, slogan, tagline, trademark, trade name,service mark, trade dress, copyrighted material, patent, trade secret, or confidentialor proprietary information owned by Dropy.AI or any of its partners, sponsors, soleproprietor, or affiliates, absent a specific written license or assignment executed byDropy.AI expressly granting such rights.

    f. The Product and Services are intended for individual use only. You may download orprint one copy of any material. Any other copying, distribution, storing, transmissionor re-dissemination of any kind, is prohibited without Dropy.AI’s prior writtenpermission. Any materials downloaded in breach of these terms and conditionsremain the property of Dropy.AI. We reserve the right to take any necessary action inresponse to a violation of the above rules.

    g. You hereby grant Dropy.AI an irrevocable, perpetual, and worldwide license to userepublish, distribute, reproduce, display, communicate to the public, adapt, perform,store, translate, sublicense, and promote anything you submit to Dropy.AI, includingfeedback on the performance and functions of Dropy.AI. This includes the rights tosyndicate and make derivative works out of any of your content you submit toDropy.AI without any obligation or remuneration to you. Without limiting theforegoing, you hereby waive any moral rights you may have in any contributions orfeedback submitted to Dropy.AI or anywhere else on our site.
  9. Conduct and Your Responsibilities. You agree to use Dropy.AI’s Products and Servicesfor lawful purposes only. You may not use or allow others to use your Subscription to:

    a. Upload, post or otherwise transmit any content that is disruptive, uncivil, abusive,vulgar, profane, obscene, hateful, fraudulent, threatening, harassing, defamatory, orwhich discloses private or personal matters concerning any person;

    b. Post or transmit any material that you don’t have the right to transmit under law (suchas copyrights, trade secrets, or securities) or under contractual or fiduciaryrelationships (such as nondisclosure agreements);

    c. Post, transmit, or link to sexually explicit material;

    d. Impersonate any person, or falsely state or otherwise misrepresent your affiliationwith a person or entity;

    e. Post or transmit any advertising, promotional materials, or other forms of solicitation,including chain letters and pyramid schemes;

    f. Violate any applicable law or regulation while accessing and using our sites,including, without limitation, the rules and regulations of each and any of Canada’sprovincial and territorial governments, and the national or other securitiesexchanges);

    g. Offer, sell, or buy any security, good or service;

    h. Post or transmit any file that contains viruses, corrupted files, “Trojan Horses,” or anyother contaminating or destructive features that may damage someone’s computer;

    i. Forge headers or manipulate identifiers or other data in order to disguise the origin ofany content transmitted through our sites or to manipulate your presence on oursites;

    j. Use any automated means, including without limitation, agents, robots, scripts, orspiders, to access, monitor, copy, or harvest data from any part of our sites;

    k. Take any action that imposes an unreasonably or disproportionately large load on ourinfrastructure or disrupts the functioning of our systems; and

    l. Take any action that damages or disrupts the functioning of our systems.

    Dropy.AI may at any time, without prior notice and at our sole discretion, remove any post,terminate any Subscription, or take any action for violating the above provisions or otherwisetaking an action disruptive to the Product or Services. You are responsible for statementsmade and actions taken through the use of your password, so please maintain theconfidentiality of your password. You agree to immediately notify Dropy.AI of any actual orsuspected unauthorized use of your username and password. We will not be responsible forany loss to you arising from unauthorized use of your data.
  10. Confidential Information and Restrictive Covenants.

    a. Confidentiality. Confidential information (the "Confidential Information") refers to any data or information relating to the business of Dropy.AI, which would reasonably be considered to be proprietary, sensitive or non-public for Dropy.AI including, but not limited to, the Services, Product, business processes, business opportunities, and work product with respect to the provision of the same, and any other information belonging to the Dropy.AI that is not generally known to the public, and where the release of that Confidential Information could reasonably be expected to cause harm to the Dropy.AI. User agrees that they will not disclose, divulge, reveal, report or use, for any purpose, any Confidential Information which the User has obtained, except as authorized by the Dropy.AI or as required by law, or with the Dropy.AI’s express, prior written consent. All written and oral information and materials exchanged fromDropy.AI to User under this Subscription is Confidential Information regardless of whether it was provided before or after the date of this Subscription or how it was provided to the User.

    b. Non-Circumvention: During the Term, User agrees that no effort shall be made to circumvent the terms and condition of this Subscription to gain any fee, commission, remuneration, consideration or benefit (whether for the User’s benefit or any other third party) outside of the provisions of this Subscription, or to avoid User’s obligations under this Subscription, including the obligation to pay Fees when due.

    c. Non-Disparagement: During the Term and for any period after the termination of the Term, any communication by User, whether written, oral or visual, in either public or private forum (including, without limitation, in respect of private “group chats”, Instagram or Tik Tok stories or reels, Twitch forums or other social media), oral, online or written defamation, breach of the confidentiality obligations of this Subscription, disparagement, slander, trad cement, or malicious communication by User regarding Dropy.AI, the Products, the Services or any matter related to this Subscription, whether during the Term or for any period after the termination of the Term, shall be treated as grounds of breach of contract and may result in legal actions taken byDropy.AI against User.

    d. The User agrees that all restrictions on its conduct that are contained in this Subscription are reasonable, valid, and necessary to protect Dropy.AI’s business, and all defenses to the strict enforcement thereof by Dropy.AI are waived by the User.

    e. The User acknowledges and agrees that a breach by them of any of the covenants contained herein shall result in damages to Dropy.AI and that Dropy.AI will not be adequately compensated for such damages by a monetary award. Accordingly, in the event of such breach, in addition to all other remedies available to Dropy.AI at law or in equity, Dropy.AI shall be entitled as a matter of right to apply to a Court of competent jurisdiction for such relief by way of restraining order, provisional, temporary or permanent injunction, to cure any such breach, or as may be appropriate, to ensure compliance with the provisions of this Subscription.

  11. Amendment. Subject to the provisions of Section 1 above, any amendment or modification of this Subscription or additional obligation assumed by either Party in connection with this Subscription will only be binding if evidenced in writing executed by all of the Parties.
  12. Time of the Essence. Time is of the essence in this Subscription. No extension or variation of this Subscription will operate as a waiver of this provision.
  13. Assignment – Subcontractors. User may not voluntarily, or by operation of law, assign or otherwise transfer its obligations under this Subscription without the prior written consent of the Dropy.AI. Dropy.AI may subcontract, assign and transfer any portion of its obligations and the performance of this Subscription hereunder to a subcontractor.
  14. Entire Subscription. This Subscription and Privacy Policy constitutes the entire agreement between the Parties, and represents the final expression of the Parties’ intent and agreement relating to the subject matter of this Subscription, contains all the terms and conditions that the Parties agreed to regarding the subject matter, and replaces and supersedes all prior discussions, presentations, pdfs, emails, verbal conversations, understandings, agreements, negotiations, representations made (whether verbal, written or in digital form) and any and all prior written agreements between the Parties. All references to currency in this Subscription are in United States Dollars.
  15. Independent Legal Advice. Each of the Parties represents, warrants, and agrees that it has received or been advised to seek independent legal advice from its attorneys with respect to the advisability of executing this Subscription, and by their execution of this Subscription, acknowledge that they have had the opportunity to obtain legal counsel or to waive that opportunity.
  16. Inurement. This Subscription will ensure to the benefit of and be binding on the Parties and their respective heirs, executors, administrators and permitted successors and assigns.
  17. Titles/Headings. Headings are inserted for the convenience of the Parties only and are not to be considered when interpreting this Subscription.
  18. Choice of Law. This Subscription shall be governed and construed in accordance with the laws of the Province of Alberta, Canada, excluding and without regard to any choice-of-law principles, and all claims relating to or arising out of this Subscription, or the breach thereof, whether sounding in contract, tort or otherwise, shall likewise be governed by the laws of Province of Alberta, Canada, excluding and without regard that any choice-of-law principles.
  19. Choice of Forum. The Parties hereby agree that all demands, claims, actions, causes of action, suits or proceedings relating to or arising out of this Subscription, shall be filed, initiated, and conducted in courts of the Province of Alberta, Canada, sitting in the City of Calgary. Each Party irrevocably waives any objection it may now or hereafter have to the laying of venue of any action or proceeding in the courts specified in this Section, and any claim that Party may now or hereafter have that any action or proceeding has been brought in an inconvenient forum.
  20. Severability. The Parties agree that this Subscription is fair and reasonable. However, if any provision of this Subscription is held not to be valid by a court of competent jurisdiction but would be valid if part of the wording was deleted, then such provision shall apply with such deletions as may be necessary to make it valid and the remaining provisions shall remain in full force and effect and this Subscription shall be enforced in such manner as carried out as closely as possible the intent of the Parties hereto.
  21. Waiver. The waiver by either Party of a breach, default, delay or omission of any of the provisions of this Subscription by the other Party will not be construed as a waiver of any subsequent breach of the same or other provisions.
  22. Survival. The provisions of Sections 5, 6, 7, 8, and 10 through 23, inclusive, shall survive the termination of the Term.
  23. ELECTRONIC ACKNOWLEDGMENT AND AGREEMENT TO THESE TERMS AND CONDITIONS. THE PARTIES AGREE THAT THIS SUBSCRIPTION MAY BE EXECUTED BY USER BY A CLICK-THROUGH ACKNOWLEDGMENT OF THEIR ACCEPTANCE OF THE TERMS OF THIS SUBSCRIPTION, AND USER EXPRESSLY AGREES THAT ANY ACCEPTANCE OR USE OF THE SERVICES SHALL BE USER’S ACCEPTANCE OF THE TERMS OF THIS SUBSCRIPTION.