Terms of Service

Effective Date: September 29, 2019

PLEASE READ THIS TERMS OF SERVICE AGREEMENT (“AGREEMENT”) CAREFULLY. THIS AGREEMENT IS A LEGAL CONTRACT BETWEEN YOU (“USER”) AND THE DROP, LLC (“THE DROP,” “COMPANY,” “WE,” OR “US”).

By accessing or using any website with an authorized link to this Agreement (“Website”), accessing or using any mobile application that contains or links to this Agreement (“Application”), registering an account or accessing or using any content, information, services, features or resources available or enabled via the Website or Application (collectively with the Website and the Application, the “Services”), clicking on a button or taking another action to signify your acceptance of this Agreement, you: (1) agree to be bound by this Agreement and any future amendments and additions to this Agreement as published through any of the Services; (2) represent you are of legal age in your jurisdiction of residence to form a binding contract; and (3) represent that you have the authority to enter into this Agreement personally and, if applicable, on behalf of any company, organization or other legal entity on whose behalf you use the Services. Except as otherwise provided herein, if you do not agree to be bound by this Agreement, you may not access or use the Services.

Your use of the Services is also subject to any additional terms, conditions and policies that we separately post on the Services (“Supplemental Terms”) which are incorporated by reference into this Agreement, including, without limitation, any privacy policy [www.thedropdsm.com/pages/privacy] and copyright policy. Some of the specialized features and tools accessible through our Services are provided by third-party companies pursuant to their own separate Terms of Service (“Third-Party Terms”) that differ from ours.  By using such third-party features and tools, you agree that your relationships with the third-party service providers will be governed by the applicable Third-Party Terms.

THE DROP reserves the right to modify this Agreement or its policies relating to the Services at any time, effective upon posting of an updated version of this Agreement or any applicable Supplemental Terms on the applicable Services. You should regularly review this Agreement, as your continued use of the Services after any such changes constitutes your agreement to such changes.

  1. Services.

1.1Venues and Classes.  The Services allow you to schedule, purchase and attend classes offered by a variety of fitness venues.  We are not ourselves a fitness venue and do not operate or control any of the classes or venues.  THE DROP WILL HAVE NO LIABILITY WHATSOEVER FOR ANY ACT, MATTER OR EVENT THAT MAY OCCUR AT ANY SUCH VENUE OR WITH RESPECT TO ANY SUCH CLASS, INCLUDING ANY PERSONAL INJURY OR DEATH.  EACH FITNESS VENUE WILL HAVE ITS OWN CONDITIONS WITH RESPECT TO ITS CLASSES AND YOU ARE RESPONSIBLE FOR READING AND ABIDING BY THE SAME.  A VENUE MAY ALSO LIMIT YOUR ACCESS TO THE VENUE OR A CLASS. ANY SUCH MATTERS ARE SOLELY BETWEEN YOU AND THE OPERATOR OF THE VENUE.  WE CANNOT GUARANTEE ANY LEVEL OF SERVICE OR EXPERIENCE AT ANY VENUE OR OF ANY CLASS. YOUR SATISFACTION WITH A VENUE OR CLASS IS ENTIRELY YOUR OWN RISK.  We cannot commit to the availability of any class or your access to any venue, regardless of the Services option that you purchase. 

1.2Communications.  By establishing an Account (see Section 2(e) below) or otherwise providing your contact information in the Services, you agree that we may contact you by email, direct mail, telephone or text messages at any of the addresses or phone numbers, as applicable, provided by you, including for marketing purposes. You may opt-out of certain contacts within the Services, or as provided in such messages. 

  1. Purchases.

2.1Offerings and Pricing.  The Services may offer you a variety of ways to attend classes.  We may offer from time to time membership plans, a la carte booking, promotions or other offerings.  All offerings and the prices for the same may change from time to time, and we reserve the right to modify the offerings and prices at any time. This Agreement applies to any such purchases.

2.2Membership Plan.  A membership plan will start on the date you initially submit payment, or reactivate a previously active membership plan.  Membership plans automatically renew each calendar month on the day your membership plan started.  For example, if the plan start date is January 10, the plan will renew automatically on February 10.  Membership plans are purchased using valid credit cards only, which must remain valid for your membership plan to continue. The fees for membership plans will be as shown in the Services and may change at any time.  If you fail to cancel your membership plan after fees change, you will be deemed to have accepted such changed fees.

2.3 A la Carte Purchases.  You may also be permitted to purchase classes without a membership plan.  The fees for those classes will be as shown in the Services and may change at any time.

2.4Joint Memberships.  The Services may permit you to sign up for a membership both to the Services and to a fitness venue.  The terms of Section 1 above apply with respect to such venues and classes to the same extent as with any other class or venue.

2.5Accounts.When registering an account for the Services (“Account”), you agree to provide only true, accurate, current and complete information requested by the registration form (the “Registration Data”) and to promptly update the Registration Data thereafter as necessary. Your Account is personal to you.  You are solely responsible for any activities that occur on your Account. You may use the Account to sign up one of your children for appropriate classes at permitted venues, BUT DO NOT INCLUDE ANY INFORMATION WITH RESPECT TO YOUR CHILDREN OR ANY OTHER MINOR IN THE SERVICES.  The Services do not require such information.  You represent that you are not barred from using the Services under any applicable law and that you will be responsible for all activities that occur under your Account. You agree to monitor your Account to restrict its use by minors and other unauthorized users and agree not to share your Account or password with anyone. You further agree to notify THE DROP immediately of any unauthorized use of your password or any other breach of the security of your Account and to exit from your Account at the end of each session. You agree not to create an Account using a false identity or alias or if you previously have been banned from using any of the Services. You further agree that you will not maintain more than one Account for the same THE DROP service at any given time. THE DROP reserves the right to remove or reclaim any usernames at any time and for any reason. You acknowledge and agree that you have no ownership or other property interest in your Account and that all rights in and to your Account are owned by and inure to the benefit of THE DROP.

2.6 Eligibility.  The Services are provided from the United State of America. You must be 18 years or older and living within the United States of America to use the Services. You represent and warrant that you meet the above criteria.  If you do not, we may remove you immediately from the Services.  Those who access or use the Services from other countries do so at their own volition and are responsible for compliance with local law.

2.7  Billing and Fees.  By selecting a membership plan in the Services, you authorize us to charge your provided credit card for all fees, both for any initial membership period and any renewal period thereafter until you have terminated your membership plan in accordance with this Agreement. Your initial membership plan fees will be billed immediately and you will be billed immediately on the renewal of your membership plan. By selecting any other purchase in the Services, you authorize us to charge your provided credit card for all fees associated with your purchases. Depending on your plan or other purchases, the charges may be of varying amounts.  You authorize us to charge you any other applicable fees and taxes with respect to your purchases. You are responsible for any other fees that may be charged by the venues or any third parties, including any mobile device carrier or Internet service provider.

2.8 Refunds. ALL PURCHASES ARE NON-CANCELLABLE AND NON-REFUNDABLE.  A LA CARTE CLASS PURCHASES ARE NON-CANCELLABLE AND NON-REFUNDABLE.  MEMBERSHIP PLANS ARE ONLY CANCELLABLE AS PROVIDED BELOW IN SECTION 2(J) AND ARE REFUNDABLE ONLY TO THE EXTENT PROVIDED IN SECTION 8.

2.9 Credit Card Information. It is your sole responsibility to ensure your credit card payment information is accurate and up-to-date at all times.  You may edit your credit card information within the Services. If a payment is not successfully settled for any reason, you are still responsible for the payment of such amounts, and we may charge you a fee. If we cannot charge your Account, we reserve the right, but are not obligated, to terminate your access to the Services or any portion thereof.

2.10  Cancellation of Membership Plan. You may terminate your membership plan at any time on at least 30 days’ notice in the method provided on the Services for cancellation.  You will be billed fees for your current plan period and any renewal period during which the cancellation occurs. Cancellation will terminate your access to all classes and content effective as of the cancellation date that will show in your Account.

  1. Content and Feedback.

3.1User Content.You acknowledge that all content is the sole responsibility of the party from whom such content originated. This means that each User is entirely responsible for all content that such User makes available through the Services, or otherwise provided to THE DROP, whether online or offline and whether or not solicited by THE DROP (“User Content”). THE DROP has no obligation to pre-screen any content. THE DROP TAKES NO RESPONSIBILITY FOR ANY USER CONTENT. YOU USE ALL USER CONTENT AND INTERACT WITH OTHER USERS AT YOUR OWN RISK.Without limiting the foregoing, THE DROP reserves the right in its sole discretion to pre-screen, refuse, or remove any content. THE DROP shall have the right to remove any content that violates this Agreement or is otherwise inaccurate, offensive, indecent or objectionable. 

3.2Your Content.THE DROP does not claim ownership of any User Content you make available on the Services (“Your Content”). However, when you as a User post or publish Your Content on or in the Services, you represent that you have all of the necessary rights to grant THE DROP the license set forth in Section 3.3. Except with respect to Your Content, you agree that you have no right or title in or to any content that appears on or in the Services.  WE CANNOT GUARANTEE THE ANONYMITY OR CONFIDENTIALITY OF ANY OF YOUR CONTENT.  YOU SHOULD STRONGLY CONSIDER WHETHER OR NOT TO POST ANY OF YOUR CONTENT TO THE SERVICES GIVEN HOW IT COULD POSSIBLY BE USED AND BY WHOM.

3.3License to Your Content.Subject to any applicable Account settings that you select, you grant THE DROP, and anyone authorized by THE DROP, an irrevocable, nonexclusive, perpetual, worldwide, royalty-free right and license to use, copy, display, publicly perform, transmit, modify,  publish, distribute, make derivative works of, sublicense, and otherwise commercially and non-commercially exploit  and use Your Content (in whole or in part) in any manner or medium now existing or hereafter developed (including print and electronic storage) and for any purpose. The foregoing grant includes the right to exploit any proprietary rights in Your Content, including, but not limited to, under copyright, trademark, trade secret, patent or other intellectual property laws that exist in any relevant jurisdiction.  In connection with the exercise of these rights, you grant THE DROP, and anyone authorized by THE DROP, the right to identify you as the author of Your Content by name, email address or screen name, as we deem appropriate. You will not receive any compensation of any kind for the use of Your Content.  Note that other Users may search for, see, use, modify and reproduce any of Your Content that you submit to any “public” area of the Services.

3.4Ratings and Reviews.Ratings and reviews posted by Users on our Services are User Content that is not endorsed by THE DROP and does not represent the views of THE DROP. THE DROP does not assume liability for ratings and reviews or for any claims for economic loss resulting from such ratings and reviews. Because we expect Users to maintain a high level of integrity with respect to ratings and reviews posted through the Services, you agree: (i) to base any rating or review you post only on your first-hand experience with the applicable business, product, or service; (ii) you will not provide a rating or review for any business, product, or service with respect to which you have a competitive, ownership or other economic interest, employment relationship or other affiliation; (iii) you will not submit a rating or review in exchange for payment or other benefits from any individual or entity; and (iv) your review will comply with the terms of this Agreement. If we determine, in our sole discretion, that any rating or review could diminish the integrity of the ratings and reviews, we may exclude such User Content without notice.

3.5  Other Restrictions on User Conduct.You agree not to use the Services for any purpose prohibited by this Agreement or by applicable law. You shall not (and shall not permit any third-party to) (a) take any action or (b) make available any content on or through the Services that: (i) infringes any patent, trademark, trade secret, copyright, right of publicity or other right of any person or entity; (ii) is unlawful, threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another’s privacy, tortious, obscene, offensive, or profane; (iii) constitutes unauthorized or unsolicited advertising, junk or bulk e-mail; (iv) involves commercial activities and/or sales without THE DROP’s prior written consent, such as contests, sweepstakes, barter, advertising, or pyramid schemes; or (v) impersonates any person or entity, including any employee or representative of THE DROP.

3.6Feedback.You agree that your submission of any ideas, suggestions, documents, and/or proposals to THE DROP (“Feedback”) is at your own risk and that THE DROP has no obligations with respect to such Feedback. You represent and warrant that you have all rights necessary to submit the Feedback. You hereby grant to THE DROP the right to use any Feedback in any way at any time without any additional approval or compensation.

  1. Ownership; Restrictions on Use; Third-Party Links.

4.1Use of the Services.Except with respect to User Content, THE DROP and its suppliers own all rights, title and interest in the Services. The Services are protected by copyright and other intellectual property laws throughout the world. Subject to this Agreement, THE DROP grants you a limited license to use the Services solely for your personal non-commercial purposes. Any future release, update or other addition to the Services shall be subject to this Agreement. THE DROP, its suppliers and service providers reserve all rights not granted in this Agreement.

4.2Trademarks.THE DROP’s stylized name and other related graphics, logos, service marks and trade names used on or in connection with the Services are the trademarks of THE DROP and may not be used without permission in connection with any third-party products or services. Other trademarks, service marks and trade names that may appear on or in the Services are the property of their respective owners. You will not remove, alter or obscure any copyright notice, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Services.

4.3 Restrictions on Use of Services.The rights granted to you in this Agreement are subject to the following restrictions: (a) you shall not license, sell, rent, lease, transfer, assign, reproduce, distribute, host or otherwise commercially exploit the Services or any portion of the Services; (b) you shall not frame or use framing techniques to enclose any trademark, logo or Services (including images, text, page layout or form) of THE DROP; (c) you shall not use any metatags or other “hidden text” using THE DROP’s name or trademarks; (d) you shall not modify, translate, adapt, merge, make derivative works of, disassemble, decompile, reverse compile or reverse engineer any part of the Services except to the extent the foregoing restrictions are expressly prohibited by applicable law; (e) you shall not use any manual or automated software, devices or other processes (including but not limited to spiders, robots, scrapers, crawlers, avatars, data mining tools or the like) to “scrape” or download data from the Services (except that we grant the operators of public search engines revocable permission to use spiders to copy materials from the Website for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the materials, but not caches or archives of such materials); (f) you shall not access the Services to build a similar or competitive website, application or service; (g) except as expressly stated herein, no part of the Services may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means; (h) you shall not remove or destroy any copyright notices or other proprietary markings contained on or in the Services; (i) you shall not interfere with or attempt to interfere with the proper functioning of the Services or use the Services in any way not expressly permitted by this Agreement; and (j) you shall not attempt to harm our Services, including but not limited to, by violating or attempting to violate any related security features, introducing viruses, worms, or similar harmful code into the Services, or interfering or attempting to interfere with use of the Services by any other user, host or network, including by means of overloading, “flooding,” “spamming,” “mail bombing”, or “crashing” the Services. Any unauthorized use of the Services terminates the licenses granted by THE DROP pursuant to this Agreement.

4.4  Third-Party Links.The Services may contain links to third-party services such as third party websites, applications, or ads (“Third-Party Links”). When you click on such a link, we will not warn you that you have left the Services. THE DROP does not control and is not responsible for Third-Party Links. THE DROP provides these Third-Party Links only as a convenience and does not review, approve, monitor, endorse, warrant, or make any representations with respect to them, or any content, products or services accessible through such links. Your use of all Third-Party Links is at your own risk.

  1. Indemnification.You agree to indemnify and hold THE DROP, its affiliates, and the officers, directors, employees, agents, representatives, partners and licensors of each (collectively, “THE DROP Parties”) harmless from any damages, losses, costs, liabilities and expenses (including reasonable attorneys’ fees) relating to or arising out of any claims concerning: (a) Your Content; (b) your misuse of the Services; (c) your violation of this Agreement; (d) your violation of any rights of another party, including any Users; or (e) your violation of any applicable laws, rules or regulations. THE DROP reserves the right, at its own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with THE DROP in asserting any available defenses. This provision does not require you to indemnify any of THE DROP Parties for any unconscionable commercial practice by such party or for such party’s negligence or fraud. You agree that the provisions in this section will survive any termination of your Account, this Agreement or your access to the Services.
  2. Disclaimer of Warranties and Conditions.YOU EXPRESSLY UNDERSTAND AND AGREE THAT TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, YOUR USE OF THE SERVICES AND ANY PRODUCTS OFFERED THROUGH THE SERVICES IS AT YOUR SOLE RISK, AND THE SERVICES AND ANY PRODUCTS ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITH ALL FAULTS. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE DROP PARTIES EXPRESSLY DISCLAIM ALL WARRANTIES, REPRESENTATIONS, AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT ARISING FROM USE OF THE SERVICES AND PRODUCTS. THE DROP PARTIES MAKE NO WARRANTY, REPRESENTATION OR CONDITION THAT: (1) THE SERVICES OR ANY PRODUCTS WILL MEET YOUR REQUIREMENTS OR (2) YOUR USE OF THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE. IF YOU RELY ON ANY DATA OR INFORMATION OBTAINED THROUGH OUR SERVICES, YOU DO SO AT YOUR OWN RISK. YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE OR LOSS THAT RESULTS FROM YOUR USE OF SUCH DATA OR INFORMATION.OUR SERVICES ARE PROVIDED WITH THE UNDERSTANDING THAT THE DROP AND ITS USERS ARE NOT ENGAGED IN RENDERING LEGAL, MEDICAL, COUNSELING OR OTHER PROFESSIONAL SERVICES OR ADVICE. OUR PRODUCTS AND SERVICES ARE NO SUBSTITUTE FOR PROFESSIONAL SERVICES OR ADVICE. CERTAIN STATE LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE FOREGOING DISCLAIMERS, EXCLUSIONS AND LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS.

Functionality is not guaranteed with all types of mobile devices in using the Services. Please note that security features vary by service provider and/or mobile device. For technical assistance or questions you should contact your service provider directly. Additional minutes/charges may apply and may be charged by your service provider.

  1. Limitation of Liability.

7.1Disclaimer of Certain Damages.TO THE FULLEST EXTENT PERMITTED BYAPPLICABLE LAW, THE DROP PARTIES SHALL NOT BE LIABLE FOR ANY LOSS OF PROFITS OR REVENUE OR FOR INDIRECT, INCIDENTAL, PUNITIVE, EXEMPLARY, SPECIAL OR CONSEQUENTIAL DAMAGES, OR DAMAGES OR COSTS DUE TO LOSS OF DATA, PRODUCTION, OR USE, BUSINESS INTERRUPTION OR PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, WHETHER OR NOT THE DROP HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

7.2 Cap on Liability.UNDER NO CIRCUMSTANCES WILL THE TOTAL AGGREGATE AMOUNT THAT THE THE DROP PARTIES ARE LIABLE TO YOU EXCEED THE GREATER OF (A) THE TOTAL AMOUNT ACTUALLY PAID TO THE DROP BY YOU DURING THE TWELVE-MONTH PERIOD PRIOR TO THE ACT, OMISSION OR OCCURRENCE GIVING RISE TO SUCH LIABILITY, (B) THE REMEDY OR PENALTY IMPOSED BY THE STATUTE OR REGULATION UNDER WHICH SUCH CLAIM ARISES, OR (C) ONE HUNDRED DOLLARS ($100). THE FOREGOING CAP ON LIABILITY SHALL NOT APPLY TO LIABILITY OF A THE DROP PARTY FOR (X) DEATH, TANGIBLE PROPERTY DAMAGE, OR PERSONAL INJURY CAUSED BY A THE DROP PARTY’S GROSS NEGLIGENCE OR FOR (Y) ANY INJURY CAUSED BY A THE DROP PARTY’S FRAUD OR FRAUDULENT MISREPRESENTATION.

7.3User Content and Settings.THE THE DROP PARTIES ASSUME NO RESPONSIBILITY FOR THE TIMELINESS, DELETION, MIS-DELIVERY OR FAILURE TO STORE ANY CONTENT, USER COMMUNICATIONS OR PERSONALIZATION SETTINGS.

7.4Basis of the Bargain.THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN THE DROP AND YOU.

7.5 Exclusions.THE LAWS OF SOME STATES DO NOT ALLOW FOR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE FOREGOING DISCLAIMERS, EXCLUSIONS AND LIMITATIONS MAY NOT APPLY TO YOU AND YOU MIGHT HAVE OTHER RIGHTS.

  1. Termination.At its sole discretion, THE DROP may modify or discontinue the Services, or may modify, suspend or terminate your access to the Services, for any reason, with or without notice to you and without liability to you or any third party.This includes the right to terminate or deactivate a membership plan prior the end of its subscription period for any reason or no reason, including termination based on your violation or noncompliance with this Agreement or your behavior at any venue. If you have a membership plan and our termination of your membership plan is solely for our convenience, and not based on any breach of this Agreement, including any Supplemental Terms, your behavior at any venue, or otherwise, then we will issue you a pro rata refund of the prepaid but unused portion of your membership fees based on the number of days remaining in your membership period, less any fees, costs and expenses otherwise chargeable to you. In addition to suspending or terminating your access to the Services, THE DROP reserves the right to take appropriate legal action, including without limitation pursuing civil, criminal or injunctive redress. Even after your right to use the Services is terminated, this Agreement will remain enforceable against you.We reserve the right to deny access to the Services to any person at any time for any reason not prohibited under applicable law.
  2. General Provisions.

9.1Electronic Communications.The communications between you and THE DROP use electronic means, whether you visit the Services or send THE DROP e-mails, or whether THE DROP posts notices on the Services or communicates with you via e-mail. For contractual purposes, you (1) consent to receive communications from THE DROP in an electronic form; and (2) agree that all terms and conditions, agreements, notices, disclosures, and other communications and documents that THE DROP provides to you electronically will have the same legal effect that such communications or documents would have if they were set forth in “writing.” The foregoing sentence does not affect your statutory rights.

9.2Assignment.This Agreement, and your rights and obligations hereunder, may not be assigned, subcontracted, delegated or otherwise transferred by you without THE DROP’s prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void.

9.3 Force Majeure.THE DROP shall not be liable for any delay or failure to perform resulting from causes outside its reasonable control, including, but not limited to, acts of God, war, terrorism, riots, embargos, acts of civil or military authorities, fire, floods, accidents, strikes or shortages of transportation facilities, fuel, energy, labor or materials.

9.4Exclusive Venue and Waiver of Jury Trial.YOU AND THE DROP AGREE THAT ALL CLAIMS AND DISPUTES ARISING OUT OF OR RELATING TO THIS AGREEMENT WILL BE LITIGATED EXCLUSIVELY IN THE STATE COURTS IN POLK COUNTY, IOWA OR FEDERAL COURTS LOCATED IN THE SOUTHERN DISTRICT OF IOWA.  YOU AND THE DROP HEREBY WAIVE ANY RIGHT TO A JURY TRIAL WITH RESPECT TO AND IN ANY ACTION, PROCEEDING, CLAIM, COUNTERCLAIM, DEMAND OR OTHER MATTER WHATSOEVER ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICES.

9.5Governing Law.THIS AGREEMENT AND ANY ACTION RELATED THERETO WILL BE GOVERNED AND INTERPRETED BY AND UNDER THE LAWS OF THE STATE OF IOWA, WITHOUT GIVING EFFECT TO ANY CONFLICT OF LAW OR OTHER PRINCIPLES THAT PROVIDE FOR THE APPLICATION OF THE LAW OF ANOTHER JURISDICTION. THE UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS DOES NOT APPLY TO THIS AGREEMENT.

9.6Notice.Where THE DROP requires that you provide an e-mail address, you are responsible for providing THE DROP with your most current e-mail address. In the event that the last e-mail address you provided to THE DROP is not valid, or for any reason is not capable of delivering to you any notices required/ permitted by this Agreement, THE DROP’s dispatch of the e-mail containing such notice will nonetheless constitute effective notice. You may give notice to THE DROP at its then-current address as shown on the Services, to the attention of Legal Notices. Such notice shall be deemed given when received by THE DROP by letter delivered by nationally recognized overnight delivery service or first class postage prepaid mail at the above address.

9.7Waiver.Any waiver or failure to enforce any provision of this Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.

9.8Severability.If any portion of this Agreement is held invalid or unenforceable, that portion shall be construed in a manner to reflect, as nearly as possible, the original intention of the parties, and the remaining portions shall remain in full force and effect.

9.9Export Control.You may not use, export, import, or transfer the Services except as authorized by U.S. law, the laws of the jurisdiction in which you obtained the Services, and any other applicable laws. In particular, but without limitation, the Services may not be exported or re-exported (a) into any United States embargoed countries, or (b) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce’s Denied Person’s List or Entity List. By using the Services, you represent and warrant that (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties. You also will not use the Services for any purpose prohibited by U.S. law.

9.10Entire Agreement.This Agreement, including the Supplemental Terms, is the final, complete and exclusive agreement of the parties with respect to the subject matter hereof and supersedes and merges all prior discussions between the parties with respect to such subject matter.