This agreement describes the terms and conditions under which 365 Dropship offers you access to its services, tools and systems. By using 365 Dropship, you represent and warrant that you are 18 years of age or older and you agree to the terms of this agreement and to the general polices and principles of 365 Dropship. Upon using this site you agree and accept the terms of this agreement
In this Agreement the terms below shall bear the meanings assignedto them below, unless specifically stated otherwise :
|"365DropShip"||365DropShip inc and/or its subsidiary and/or its sister-companies including
365DropShip.com and its related sites, services, systems and tools.
|"The Products"||Products that will be offered to 365DropShip Users for sale|
|"A User" or "365DropShip's user"||You that uses the 365DropShip system.|
|"Supplier"||Any one of 365DropShip' Suppliers, who supplies and delivers the Products to the End Client.|
|"End Client"||The consumer who purchases from the Users.|
|"Registration Process"||The process of opening an account with 365DropShip in which the User hands 365DropShip with all the required details for opening such account|
|"User price"||The price the user has to pay to 365DropShip for product|
|"User Account"||An internal and private account in the 365DropShip system, in which the User can see the balance due for the orders he uploads to 365DropShip system. The User Account will show his financial and activity status.|
|"End Client Price"||The price the User sets to the products in his store.|
A WORD OF ADVICE
365DropShip Users shall not under any circumstances:
- Post inappropriate content on 365DropShip site Post content or items on 365DropShip site in a category which is not designated for such content;
- Violate any laws (including User’s local laws), third party rights or 365DropShip policies;
- Post any information that violates any law, statute, ordinance or regulation (including, but not limited to, those governing export control, consumer protection, unfair competition, anti-discrimination or false advertising)
- Use 365DropShip if you are not able to form legally binding contracts, are under the age of 18, or are temporarily or indefinitely suspended from using our sites, services, systems or tools;
- Circumvent or manipulate our fee structure, the billing process, or fees owed to 365DropShip;
- Post false, inaccurate, misleading, defamatory, or libellous content and information related to the Products including but not limited to their description and components as appearing in the 365dropship catalog and / or related to your personal information;
- Transfer your 365DropShip account (including feedback) and User ID to another party without our consent;
- Distribute or post spam, unsolicited, or bulk electronic communications, chain letters, or pyramid schemes;
- Distribute viruses or any other technologies that may harm 365DropShip, or the interests or property of 365DropShip users;
- Export or re-export in another version and / or use in any way other than the usage according to this agreement any 365DropShip tools; Copy, modify or distribute rights or content from 365DropShip or 365DropShip' copyrights and trademarks; or collect or information about Users, including email addresses.
365DropShip enables you to add high demand products from our extensive catalog to sell at your store, ship the orders directly to customers all over the world, and help increase your profits an excellent solution for people with existing stores anywhere online and those of you looking to break into the eCommerce market. All you have to do is choose your area of interest, what Products you wish to sell and what price you want to charge for them (subject to some basics rules). Starting with your very first sale, 365DropShip, will take care of the rest. We will complete the sales process by supplying your End Clients with the purchased items.
365DropShip uses its best effort to keep its tools, systems and services working properly. Please report problems with our tools, services, systems, or suppliers, as well as policy violations to us. 365DropShip uses its best efforts to ensure that listed items do not infringe upon the copyright, trademark or other intellectual property rights of third parties. If you believe that your intellectual property rights have been violated, please notify us by email and we will investigate.
Without limiting other remedies, we may limit, suspend or terminate our service, systems and user accounts, prohibit access to our sites and their content, services, systems and tools, delay or remove content and products, and take technical and legal steps to keep users off the sites if we think that they are creating problems or possible legal liabilities, infringing the intellectual property rights of third parties, or acting inconsistently with the letter or spirit of our policies. Additionally, we may, in appropriate circumstances and at our discretion, suspend or terminate accounts of users who may be repeat infringers of intellectual property rights of third parties. We also reserve the right to cancel unconfirmed accounts or accounts that have been inactive for a long time, or to modify or discontinue 365DropShip services or tools.
Every user will have a User Account within the 365DropShip system. The User Account shall be an internal account in which all the financial and sales activities between 365DropShip and the User will be conducted. The User Account balance, as it appears in the 365DropShip system, will be the compelling balance and the decisive proof for it.
1.1. User shall pay by credit card or paypal on 365Dropship account in prevision of future sent orders ("the Credit Amount")
1.2. The amount corresponding to each sent order shall be deducted from the Credit Amount’s balance
1.3. TThe User's Admin panel shall present a visual display of the User's balance status, for both parties convenience; it is the User's responsibility to check his status and to retransfer a Credit Amount once the agreed line has been reached in order to pursue with his transactions on 365 Dropship .1.4The min payment can be as low as the next order total sum (products cost + shipment).
All payments shall be made in U.S. dollars or any other currency as agreed with 365 Dropship.
1.1. Throughout the Term, 365 Dropship shall present the Products on a net catalog together with (a) a specific and genuine description of each Product (including existence of a Warranty when relevant), including ingredients and special qualities and (b) an original genuine photo of the Product
1.2. 365 Dropship shall provide the Customers with the Products’ cost (the Cost) and the recommended retail price (the RRP). It being agreed that (a) the Customer’s profit on each product shall be the difference between the Cost and the selling price determined by it and that (b) the Customer shall bear the responsibility of checking any change in the price. 365 Dropship shall have the right to change the Products' Prices following the Minimum Period, or as the Parties shall otherwise agree and the Supplied Party shall modify the price of the Product on its website accordingly within 24 hours of 365 Dropship' notification. 365 Dropship shall invoice the Products based on the new price only after the 24 hours delay as mentioned above.
1.3.The Supplied Party shall be entitled to determine, from time to time, which Products shall be market to the Customers, and what price, to charge for such Products. The Supplied Party shall be entitled to decide to stop marketing some or all of the Products. The Supplied Party shall inform 365 Dropship, in writing, of any such decision.
1.4. The Parties agreed that the Supplied Party is not obliged to order and/or to purchase and/or to market and/or to sell the Products.
1.5. Subject to this clause provisions, the Supplied Party shall have the right to word the text regarding the Products, as shall be presented on the Supplied Party's site. Nevertheless, the Supplied Party shall be forbidden from making any change, under any circumstances, in (a) the list of each Product's ingredients as presented by 365 Dropship (b) a Product's description and its qualities, as presented by 365 Dropship (the "Material Characteristic").
1.6. It is hereby emphasized that 365 Dropship shall not bear responsibility in any event of legal action against the Supplied Party resulting from changes in the content of the Material Characteristic of a Product.
This section constitutes material terms to this Agreement.
ORDERS AND SHIPMENT
1.1. Following a Customer's product order placement at the Supplied Party's website (the "Order"), the Supplied Party shall upload such Order details to its 365dropship dashboard and shall follow all shipment details on the said dashboard.
1.2. 365dropship shall be responsible for the shipment of the Order and the Supplied Party shall reimburse 365dropship for the shipment expenses. The risk for loss of Products during shipment shall lie with 365 Dropship .
1.3. 365dropship shall make sure that the Order will be shipped within 72 hours as from the time the Supplied Party placed the Order on its dashboard.
1.4. 365dropship shall inform the Supplied Party of any problems that could reasonably be expected which can prevent 365 Dropship from providing deliveries of Products within the defined timetable.
1.5. 365dropship shall inform the Supplied Party if for any reason it cannot supply the Order; The Supplied Party may decide whether to cancel the entire Order, to cancel part of the Order or to send the Customer subsidiary Products provided that such part of the Order had not been yet sent.
1.1. Following the Effective Date, the Supplied Party shall make a bank transfer deposit on 365 Dropship' account, on an amount which shall be agreed by the Parties. Such amount shall be served as preliminary consideration for 365 Dropship Products' future purchases. Following to the complete usage of such deposit, the Supplied Party shall decide whether to deposit an additional agreed amount for future 365 Dropship ' Products purchases.
1.2. The responsibility of confirming that the deposit's balance is always positive, while making new purchases, shall lie solely with the Supplied Party. Shall the balance be negative, 365 Dropship shall not be obliged to proceed with any Order placed by the Supplied Party.
1.3. In the event this agreement shall be terminated prior to the complete usage of the Supplied Party's deposit, 365 Dropship shall return, within 30 days, the remaining deposit amount through a bank transfer to the Supplied Party's account.
1.4. All payments shall be made in U.S. dollars or any other currency as shall be agreed by the Parties.
RETURNS AND DAMAGED PRODUCTS
365 Dropship hereby undertakes to act according to the "Return Policy" set forth below:
Return of Products
1.1. The Customers are entitled to return Products that can be returned such as but not limited to Products manufactured based on personal orders for any reason within 14 days from receiving them, provided that the Customer shall (a) inform 365 Dropship’ service customer and (b) shall ship the Products back through the Supplied Party, all in their original packaging and with no harm.
1.2. In such case, the Supplied Party will refund the Customers the amount paid by them for the returned Products and 365 Dropship will add this amount to the Supplied Party's current deposit, as mention in the aforementioned clause 4.
1.3. The Supplied Party shall notify 365 Dropship immediately following to a Customer's complaint regarding a Damaged Product.
1.4. 365 Dropship shall be solely in charge of checking the returned Damaged Products. The Supplied Party shall be responsible to deliver 365 Dropship the Damaged Product in the very same state he received it.
365 Dropship shall reimburse the Supplied Party or replace any Product that arrived damaged or in bad condition to the Customer;
REPRESENTATION AND WARRANTIES AND DISCLAIMER
1.1. Intellectual Property. 365 Dropship represents and warrants that the transport, storage, disposal and other handling of the Products does not infringe the intellectual property rights of any third party and that 365 Dropship validly possesses, through its Suppliers, all licenses to third party intellectual property necessary for the distribution, transport, storage, disposal and other handling of the Products.
1.2. Both Parties agree that the pictures of the Products provided by 365 Dropship according to the aforementioned clause 2.1 are the sole property of 365 Dropship, and shall be used solely for the purpose of selling the Products on the Supplied Party's site.
1.3. General Representations and Warranties. Each Party hereby represents and warrants to the other Party that:
1.3.1. Due Organization, Good Standing and Power. It is a duly organized, validly existing and in good standing, as applicable, under the laws of the jurisdiction in which it was organized. It has all requisite corporate power and authority under applicable law and its charter documents to enter into this Agreement and to perform its obligations hereunder and to consummate the transactions contemplated hereby.
1.3.2. Authorization and Validity of Agreement. The execution and delivery of this Agreement by it and the consummation by it of the transactions contemplated hereby have been duly authorized and approved by all necessary corporate action under applicable law and the relevant charter documents on the part of such Party.
1.3.3. Lack of Conflicts. Neither the execution and delivery of this Agreement by such Party or the consummation by it or the transactions contemplated hereby, does or will (i) conflict with, or result in the breach of any provision of, the charter documents of such Party or (ii) violate any applicable law or any permit, order, award, injunction, decree or judgment of any governmental authority applicable to or binding upon such Party or to which any of its properties or assets is subject.
This section constitutes material terms to this Agreement.
Termination at good will. Either Party can terminate this Agreement after giving the other Party 30 days' written notice, provided that if the terminating party is 365 Dropship, it beforehand supplied all the Orders sent to it by the Supplied Party.
Termination for Cause. If either party commits a fundamental breach, as defined in sub-section 10.2 below, the other party may, without prejudice to any other right or remedy, terminate this Agreement.
Other Termination Provisions. Either Party can terminate this Agreement immediately on notice in circumstances such as bankruptcy or insolvency of the other party.
Remedies. The rights and remedies under this Section 7 are non-exclusive and either Party may exercise any other rights and remedies available to such party at law or in equity resulting from the actions or omissions resulting in the termination of this Agreement’s urvival. Provisions of this Agreement, which by their nature would continue beyond the termination, expiration or ending in any other way of this Agreement shall survive the termination, expiration or ending in any other way
of this Agreement, including, without limitation, Sections 6.3, 7.4 and 9.
Breach and Remedies
1.1. In the event of a breach of this Agreement, the non-breaching Party shall have at its disposal all the rights and remedies provided by law and under this Agreement.
1.2. Any breach of a material term and/or breach of a non-material term which was not remedied within 14 days of receipt of written notice informing of the breach or/and committing the same breach of any provision of this Agreement more the three (3) times, shall constitute a fundamental breach of this Agreement.
Confidentiality Obligations. All information provided by a party to the other party in connection with this Agreement shall be maintained in strict confidence by the provided party. Such information shall remain the property of the providing party, and the provided party shall not make use of any such information except for the purposes for which it was provided.
When you register as a User, you grant 365 Dropship a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, sub-licensable right to exercise any and all information, copyright, trademark, publicity, and database rights you have in the system, in any media known now or in the future.
As a 365 Dropship's User, you must ensure that any third-party, including your directors, officers or employees (collectively), who needs to know the Information, shall sign a binding confidentiality agreement to maintain the confidentiality of the Information and not to use it for any purpose.
In this paragraph the term "Information" shall mean - "Any information arising from the activity in your Store and/or site, including, but not limited to, any information about the End Clients and visitors of your Store, any information about the End User prices and the amount of Products sold at your Store, any information about publishers at your Store and/or site and etc'."
All content available on 365 Dropship.com, including site design, text, graphics, interfaces and the selection of arrangements thereof is copyrighted by 365 Dropship.com, with all rights reserved, or is the property of 365 Dropship.com or third parties protected by intellectual property rights.
Any use of third party intellectual property rights, including trademarks, logos and copyrights, in the store, will be the User sole responsibility, and hence, the User himself will bear all the consequences thereof. The User obligates to remove any breaching item from the store upon demand.
We will not sell or rent your personal information to third parties for their marketing purposes without your explicit consent.
365 Dropship shall use its best to protect Users’ privacy. Nevertheless, 365 Dropship shall not be held responsible for any loss of information.
365 Dropship shall not bear liability for failure to perform its obligations according to this agreement if such failure as a result of Acts of God (including fire, flood, earthquake, storm, hurricane or other natural disaster), war, invasion, act of foreign enemies, hostilities (regardless of whether war is declared), civil war, rebellion, revolution, insurrection, military or usurped power or confiscation, terrorist activities, nationalization, government sanction, blockage, embargo, labor dispute, strike or lockout. User shall not be entitled to terminate this Agreement under the Termination clause in such circumstances. 365 Dropship shall not bear responsibility for and damages due to such circumstances.
365 Dropship's highest priority is its User's trading success. However, 365 Dropship may occasionally experience outages during which the 365 Dropship systems and the Stores may not properly work and/or in which the End Client may not be able to purchase. There are many events, from natural disasters to power outages that can disrupt the proper use of 365 Dropship and the Stores, most of which are not under 365 Dropship' s direct control.
During an outage, we will do our best to post updates on the 365 Dropship site or systems, if possible.
365 Dropship will not bear responsibility for and damages due to such an outage.
1.1. Consent to Assignment. This Agreement and all of the provisions hereof shall be binding upon and inure to the benefit of the Parties and their respective successors and assigns, and are not intended to confer upon any other person any rights or remedies hereunder. Neither this Agreement nor any of the rights, interests or obligations hereunder may be assigned by any of the Parties without the prior written consent of the other Party hereto, except assigning this Agreement and any or all rights or obligations hereunder to (i) any affiliate of a Party provided that any such affiliate becomes a party to this Agreement or (ii) any purchaser of substantially all of the assets or equity of the business unit of a party responsible for the performance of this Agreement, provided that any such purchaser becomes a party to this Agreement.
1.2. Best Efforts. The Parties will use their best efforts to execute this agreement and its Terms in a good faith.
1.3. Entire Agreement and Amendments. This Agreement, together with the exhibits, constitutes the entire agreement between the Parties, whether oral or written, relating to the subject matter hereof. In the event that this Agreement conflicts with any order, invoice or other written document, the terms and conditions of this Agreement shall apply. Unless otherwise expressly set forth herein, no amendment, modification or interpretation of this Agreement will have any effect unless it is reduced to writing, makes specific reference to this Agreement and is signed by both Parties.
1.4. Independent Contractor. This Agreement does not create an employer-employee relationship between the Parties, and is not an agency, joint venture or partnership.
1.5. Performance under this agreement. the Parties solely and no other person or entity are and shall be entitled to perform under this agreement.
1.6. Non-Waiver. The waiver by either party of any breach of any term, covenant, condition or agreement contained herein or any default in the performance of any obligations hereunder shall not be deemed to be a waiver of any other breach or default of the same or of any other term, covenant, condition, agreement or obligation.
1.7. Captions. All captions are inserted for convenience only, and will not affect any construction or interpretation of this Agreement.
1.8. Severability. Any provision of this Agreement which is or may become prohibited or unenforceable, as a matter of law or regulation, will be ineffective only to the extent of such prohibition or unenforceability and shall not invalidate the remaining provisions hereof if the essential purposes of this Agreement may be given effect despite the prohibition or unenforceability of the affected provision.
If a dispute arises between a User and 365 Dropship, 365 Dropship wishes to try a neutral and cost effective means of resolving the dispute quickly. Accordingly, you and 365 Dropship agree that any claim or controversy at law or equity that arises out of this Agreement or our services (a "Claim") shall be resolved in accordance with one of the subsections below or as we and you otherwise agree in writing. Before resorting to these alternatives, 365 Dropship strongly encourages Users to first contact us directly to seek a resolution by going to the Customer Support help page. 365 Dropship will consider reasonable requests to resolve the dispute through alternative dispute resolution procedures, such as mediation or arbitration, as alternatives to litigation.
- Arbitration. - This Agreement shall be governed in all respects by the laws of the state of Israel. All disputes controversies or claims arising out of or relating to this Agreement shall be finally settled by the Israeli Institute of Commercial Arbitration, under the Israeli Arbitration Law. The arbitration proceedings shall be held in Tel Aviv, Israel. The arbitrator shall be free of rules of evidence and procedure but shall be bound by the substantive Israeli applicable law. The award of the arbitrator will be in writing and will set forth findings of fact and conclusions of law. Judgment on the arbitrator’s award will be final and binding upon the parties. The arbitrator’s fees will be shared equally by the parties and each party will bear its own costs and attorneys’ fees. All papers, documents, or evidence, whether written or oral, filed with or presented in connection with the arbitration proceeding will be deemed by the parties and by the arbitrator to be confidential information of both parties. Notwithstanding the foregoing, nothing in this Section shall prevent either party from applying for and obtaining from a court a temporary restraining order and/or other injunctive relief.
- Improperly Filed Claims- All claims you bring against 365 Dropship must be resolved in accordance with this Legal Disputes Section. All claims filed or brought contrary to the Legal Disputes Section shall be considered improperly filed. Should you file a claim contrary to the Legal Disputes Section, 365 Dropship may recover attorneys' fees and costs of up to $1000, provided that 365 Dropship has notified User in writing of the improperly filed claim, and User has failed to promptly withdraw the claim.
- The following Sections survive any termination of this Agreement: Legal Disputes, Indemnity, Access and Interference, Waive and Release, Limitation of Liability and User Content.
Notices. Except as explicitly stated otherwise, All notices, legal notices, requests, demands and other communications required or permitted hereunder shall be served to 365 Dropship by email and to the User by the email address User has provided to 365 Dropship during the registration process (or any other address as might be provided later on at User’s sole responsibility). Notice to the User shall be deemed given 24 hours after email is sent, unless the sending party is notified that the email address is invalid. Alternatively 365 Dropship may give Users legal notice by mail to the address provided during the registration process or to any other address as might be provided later on at User’s sole responsibility. In such case, notice shall be deemed given seven days after the date of mailing.
- If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced.
- 365 Dropship may at its sole discretion assign this Agreement.
- Headings are for reference purposes only and do not limit the scope or extent of such section.
- 365 Dropship failures to act with respect to a breach by Users or others doesn't waive 365 Dropship right to act with respect to subsequent or similar breaches.
- Any waiver of any provision of this Agreement will be effective only if in writing and signed by 365 Dropship.com. 365 Dropship may amend this Agreement either by emailing Users or by notifying Users through the 365 Dropship's system about the amended terms,; all such amended terms shall take effect immediately after being emailed, notified and / or posted. By continuing to access or use the site after any such amendment, User agrees to be bound by the terms of the amended Agreement terms.
- This Agreement sets forth the entire understanding and agreement between Users and 365 Dropship with respect to the subject matter hereof.
- The following Sections survive any termination of this Agreement: Legal Disputes, Indemnity, Access and Interference, Waive and Release, Limitation of Liability and User Content.