DROPIT™ - USER TERMS AND CONDITIONS

Last updated November 2015

    Introduction

  1. Welcome to Dropit™. These terms and conditions are the terms on which we offer you access to the Website. By accessing and using this Website you accept these terms and conditions. Please read these terms carefully. If you do not accept these terms and conditions you must refrain from using the Website.
  2. We may amend these terms and conditions from time to time. We will communicate all changes on the Website or, for significant changes we may notify you directly via email. Occasionally, we may make urgent changes, but will generally give you at least one weeks’ notice. Unless otherwise stated, amendments will be effective immediately upon posting of the amended terms and conditions on this Website. You are responsible for ensuring that you are familiar with the latest terms and conditions. Your continued use of the Website represents your agreement to be bound by the terms and conditions as amended.
  3. These terms and conditions were last updated on 13 November 2015.
  4. Definitions

  5. In these terms and conditions, the following expressions have the meanings set out:

    Associated Person means a director, employee, officer, contractor, or a family member. “Family member” means spouse, de facto partner, parent, natural or adopted child, and sibling (whether natural or adopted by a parent), whether or not you live in the same household;

    Auction Item means the item, promotion, offer or other thing which is the subject of an Auction;

    Auction means either a Standard Auction or a Bonus Bucks Auction that we facilitate;

    Bonus Bucks Auction means an Auction for which the price of the Auction Item is payable by way of Bonus Bucks;

    Bonus Bucks means the internal currency of loyalty points that we may credit your account with from time to time;

    Dropit™ means the Website and the online auction platform provided for on the Website;

    Item means the goods or services which comprise either the Auction Item or the Prize;

    Price may be either New Zealand dollars or Bonus Bucks, depending on whether the Auction is run as a Standard Auction or Bonus Bucks Auction;

    Prize(s) means the goods, services or offers awarded to Users from time to time;

    Standard Auction means an Auction for which the price of the Auction Item is payable by way of New Zealand dollars;

    Supplier means any person offering to sell goods or services through Dropit™;

    User means any person who has an account with Dropit™;

    We, us, our is a reference to Websoft Limited, its employees, agents and representatives;

    Website means the website www.dropit.xyz (including all mobile versions or applications such as those in iOS and Android formats); and

    You is a reference to you.

  6. Interpretation: In this agreement, unless the context indicates otherwise:
    1. Defined Expressions: expressions defined in the main body of this agreement have the defined meaning throughout this agreement;
    2. Headings: clause and other headings are for ease of reference only and will not affect this agreement's interpretation;
    3. Parties: references to any party include that party's executors, administrators, successors and permitted assigns;
    4. Persons: references to a person include an individual, company, corporation, partnership, firm, joint venture, association, trust, unincorporated body of persons, authority or entity, in each case whether or not having a separate legal identity;
    5. Plural and Singular: references to the singular include the plural and vice versa;
    6. Clauses: references to clauses are to clauses in these terms and conditions;
    7. Statutory Provisions: references to any statutory provision are to statutory provisions in force in New Zealand and include any statutory provision which amends or replaces it, and any by-law, regulation, order, statutory instrument, determination or subordinate legislation made under it;
    8. Negative Obligations: any obligation not to do anything includes an obligation not to suffer, permit or cause that thing to be done; and
    9. Inclusive Expressions: the term includes or including (or any similar expression) is deemed to be followed by the words without limitation.
  7. Our Liability and Your Risk

  8. Dropit™ is an online auction platform provided by Websoft Limited. Websoft Limited does not take any part in the sale of goods and services other than by providing the auction forum.
  9. If you bid on an Auction Item, or accept a Prize, a contract of sale will be formed between you and the Supplier directly. Transactions and all other contact between you and a Supplier is conducted entirely at your own risk. We are not responsible for any communication between you and a Supplier.
  10. We do not act as agent for either party and do not participate in any sale or transaction between you and a Supplier. It is the responsibility of you and the Supplier to complete any transaction agreed to on the Website.
  11. We accept no responsibility or liability for any misconduct of any Users and Suppliers including, without limitation, Suppliers that have registered with us under false pretences or who attempt to defraud you. To the maximum extent permitted by law and without limiting clause 10, we disclaim and exclude all implied conditions or warranties, including, but not limited to, any warranties of merchantability, fitness for a particular purpose, and non-infringement.
  12. Although we require Suppliers to give certain warranties in respect of the Items and advertising, we give no undertakings, representations, or warranties in relation to Items offered and information provided on the Website, including:
    1. the ownership of any Item;
    2. the content, safety, description, worthiness, quality, or legality of the Item;
    3. the accuracy or truth of advertising material and other listed information; or
    4. the ability of Suppliers to complete a transaction, including credit card transactions.

    Accordingly, all obligations owed to you under the Fair Trading Act 1986, Consumer Guarantees Act 1993 or otherwise in respect of Items you purchase shall be obligations owed to you by the Supplier and not us.

  13. The responsibility for the content of advertisements and offers appearing on the Website (including hyperlinks to Supplier’s own websites) rests solely with the Supplier. The placement of such advertisements on the Website does not constitute our recommendation or endorsement of the advertised product or service. Each Supplier is solely responsible for any representation made in connection with its advertisement.
  14. You agree that, to the maximum extent permitted by law, any and all of our liability to you under or in connection with these terms and conditions, or in connection with this Website, is excluded regardless of whether such liability arises in contract, tort (including negligence), equity, breach of statutory duty or otherwise. Our liability is excluded in respect of any and all loss or damage, whether direct or indirect, including, without limitation, loss of profits, loss of data, loss of business or anticipated savings, general and special damages, and consequential and incidental loss.
  15. You agree to release, indemnify and keep indemnified us from and against all actions, claims, costs (including legal costs and expenses), losses, proceedings, damages, liabilities, or demands suffered or incurred by us to any person arising out of or in connection with your failure to comply with these terms and conditions, and your failure to complete a transaction.
  16. If you are a consumer (as defined in the Consumer Guarantees Act 1993 (“CGA”)) nothing in these terms and conditions limits or excludes any rights that you have under the CGA. Where you are in trade, we both agree that the services that we supply are in trade and are acquired by you in trade, and we both agree to contract out of the provisions of the CGA.
  17. Becoming a User

  18. Becoming a User is free. To create a User account, you must accurately provide all the details we request in our User application form. You must not register multiple accounts, or register under multiple identities or personas (whether false or not).
  19. You may only register as a User if you are resident in New Zealand (unless specifically authorised by us in writing) and can form a legally binding contract that is enforceable against you. You must be at least 18 years old. By registering as a User, you warrant that you can form a legally binding contract.
  20. You warrant that you have provided complete, accurate and current personal information when registering as a User. You must maintain and update your personal information held by us to ensure that it is kept current at all times. We may contact you to verify these details.
  21. We reserve the right to decline to register, suspend or terminate your account without contacting you. Without limiting the foregoing, we may terminate your membership if you breach these terms and conditions, you breach your obligations to a Supplier, or if we deem your behaviour to be inappropriate. In the event of termination, you also agree that you will not open or attempt to open any new Dropit™ accounts. In the event of termination, any balance of Bonus Bucks in your account will be forfeited and cancelled.
  22. You are solely responsible for all activities undertaken under your account and for ensuring that all use of your account fully complies with these terms and conditions. You must notify us immediately if you know or suspect that any third party has obtained unauthorised access to your account.
  23. You are responsible for keeping your account information, including your email address and password, secret and secure. Without limiting the foregoing, you agree:
    1. not to permit any other person to use your user name or account; and
    2. not to disclose, or provide to any other person, your password, email address or any other information in connection with your account that may allow them to gain access to your account.
  24. You agree to receive email and push notifications from us relating to upcoming Auctions (including those in your watchlist), Auctions you have won, and all administration and marketing purposes. We will provide you with clear instructions on how you can unsubscribe from our daily emails.
  25. Use of Website

  26. You agree to use the Website in good faith and not to:
    1. use a robot, spider, scraper or other unauthorised automated means to access the Website or information featured on it for any purpose;
    2. Disrupt or interfere with the operation of the Website or the running of any Auction or offer; and
    3. Engage in any other conduct that is damaging, inappropriate, or harmful to the Website or to the reputation of the Website and/or us.
  27. Although we will endeavour to keep the Website available during each Auction, the Website may be temporarily unavailable from time to time due to planned maintenance/upgrades, unplanned outages and matters beyond our control. We accept no liability in relation to the non-availability of the Website or any defect or error in the Website or its software.
  28. As information transmitted over the internet is inherently insecure there is no guarantee of security and we cannot ensure the security of any information transmitted to or from the Website. We make no representations or warranties in relation to the security of websites that may be linked to our Website.
  29. General

  30. All Auctions, Prizes and other offers must be purchased and/or accepted on the terms and conditions of the Supplier, whether or not these are displayed on the Website.
  31. You consent to your contact details being automatically exchanged with the Supplier once you have won an Auction or accepted a Price. It is your responsibility to promptly contact the Supplier to arrange completion of a sale or the acceptance of a Prize.
  32. You must make full and prompt payment for any Item you agree to purchase.
  33. Suppliers may register complaints with us about you if you fail to pay for any Item you have agreed to purchase or if you breach these terms and conditions or the terms and conditions of the Supplier. We may suspend or terminate your account immediately upon receiving such a complaint.
  34. We reserve the right to cancel any Auction, Prize or other offer at any time and may remove or amend all content on the Website at our sole discretion. In the case of a cancellation where there has been no breach or misconduct on your part, we will credit back to you any Bonus Bucks expended on Items which you have not received.
  35. Auctions

  36. Each Auction will begin at a starting price that will reduce at a linear rate during the Auction. At any moment 3 seconds after the commencement of the Auction, and before the end of the Auction, you may bid for the Auction Item. If you are the first User to bid for the Auction Item, you agree to purchase the Auction Item at the price listed at the time your bid is registered on the Website, and a contract of sale will be formed between you and the Supplier.
  37. By placing a bid, you warrant that you have the legal right to enter into and complete the transaction.
  38. For each Auction you win, you must complete the transaction in the manner specified and in accordance with the Supplier’s terms and conditions.
  39. Users who win an Auction will have their profile publically displayed on the Website. You agree to your User profile and the amount of your successful bid being publicly shown on the Website.
  40. We may provide you with material to publish on third party websites (such as Facebook and Twitter), or publish this material on your behalf. However, you must not publish any content that is connected to us or the Website which is defamatory, offensive, untruthful, inappropriate or otherwise harmful to our reputation.
  41. You may not bid on any Auction Item if you are an Associated Person of the Supplier.
  42. Bonus Bucks

  43. We may credit your account with Bonus Bucks from time to time. Bonus Bucks cannot be traded, exchanged or otherwise transferred between Users. Bonus Bucks cannot be redeemed for money and may only be redeemed for Auction Items or Prizes where specified, and shall have no redemption value in the event that we discontinue the Website.
  44. In respect of a Bonus Bucks Auction, Prize, or other offer for which the price payable is in the currency of Bonus Bucks, payment will be effected by way of us deducting the relevant number of Bonus Bucks from your account.
  45. Intellectual Property

  46. We own all proprietary rights and intellectual property rights in Dropit™, the Website, our products and services, including text, graphics, logos, icons and sound recordings and copyright. We own or are licensed to use any trademarks associated with the Website and such trademarks are protected by New Zealand law. You must not alter or remove any copyright notice, trademark or other proprietary notice that appears on this Website or on our content.
  47. You may not without our prior written permission, in any form or by any means:
    1. Adapt, reproduce, copy, store, distribute, print, display, perform, publish or create derivative works from any part of this Website; or
    2. Commercialise, copy, or on-sell any information, or content obtained from any part of this Website.
  48. Unless otherwise indicated, all other trademarks appearing on the Website are the property of their respective owners and may not be used by you without obtaining the owners’ express permission.
  49. Privacy

  50. We may collect, use and disclose personal information about you, as outlined in our privacy policy.
  51. We use an application programming interface (“API”) to enable software to interface with the Website. An API may transfer information you provide on the Website to other places such as websites or applications. For example, an API might take the information regarding an Auction you have won and post this information on another website. If you grant an application permission to access your account, that application will be able to access information that you can see when logged in to your account. From time to time we may grant third parties access to our API subject to our API Terms and Conditions.
  52. Miscellaneous

  53. Resolution of disputes: As we are not a party to any sale or transaction between you and any Supplier, you agree not to involve, or attempt to involve, us in any dispute or in the resolution of disputes that arise between you and Suppliers as a result of the Website and the services we provide. However, we reserve the right to intervene in any dispute between you and a Supplier if we (in our sole discretion) deem it necessary.
  54. Force Majeure: We take no responsibility for any lack of performance, unavailability or failure of the Website, or failure to comply with these terms and conditions where the same arises from any cause reasonably beyond our control.
  55. No Waiver: If we do not exercise or enforce any right available to us under these terms and conditions, it does not constitute a waiver of those rights.
  56. Partial Invalidity: If any provision of these terms and conditions becomes or is held to be invalid, unenforceable or illegal for any reason, and in any respect, that provision shall be severed from the remaining terms and conditions, which shall continue in full force and effect.
  57. Entire agreement: These terms and conditions supersede all previous conditions, understandings, commitments, agreements and representations whatsoever whether oral or written, and constitutes the entire agreement, between the parties, relating to the subject matter of these terms and conditions.
  58. Governing Law: These terms and conditions are governed by the laws of New Zealand. You submit to the non-exclusive jurisdiction of the Courts of New Zealand.

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