Terms of service

Agreement to Terms

Thank you for using MDROP. We ask that you read these Terms of Service carefully as it is a legal agreement between you and materialdrop.com corp. dba MDROP (“MDROP,” “we,” “us,” or “our”) that governs your use of MDROP’s Website at www.MaterialDrop.com (the “Website”), MDROP’s mobile application (the “App”) and other products and services offered by us (together the “Services”). 

By using the Services, you signify that you have read, understand and agree to be bound by these Terms of Service. If you do not agree to these Terms of Service, you may not use the Services.

If you are using the Services on behalf of an entity, organization or company, you represent and warrant that you have authority to bind the organization to these Terms of Service and you agree to be bound by these Terms of Service on behalf of that organization.

Arbitration Notice

UNLESS YOU OPT OUT OF ARBITRATION WITHIN 30 DAYS OF THE DATE YOU FIRST AGREE TO THESE TERMS BY FOLLOWING THE OPT-OUT PROCEDURE SPECIFIED IN THE “ARBITRATION AGREEMENT AND CLASS ACTION WAIVER” SECTION BELOW, YOU AGREE THAT MOST DISPUTES BETWEEN YOU AND MDROP WILL BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION, AND YOU ARE WAIVING YOUR RIGHT TO TRIAL BY JURY OR TO PARTICIPATE AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION OR REPRESENTATIVE PROCEEDING. 

Privacy

You agree to our use of your personal information in accordance with our Privacy Policy, which is available at www.myMaterialDrop.com/privacy Your use of the Services is subject to the Privacy Policy. 

Our Services

The Services connect you with our partner suppliers (“Suppliers”) and with independent contractor couriers (“Couriers”) to facilitate on-demand delivery of products ordered by customers, through the Services.  

Suppliers

MDROP is not a retail store. Each Retailer is solely responsible for complying will all applicable laws and is solely liable for the quality and safety of its products.  We do not verify representations, products, services or prices offered by Suppliers and do not guaranty the quality of Suppliers’ products or services or that a product or service complies with applicable laws. As such, we will not be liable or responsible for any product or service provided by a Supplier that are a cause of injury or that are unacceptable to or do not meet your expectations in any manner.

Couriers

MDROP is not a courier service.  Couriers are independent contractors and not employees, partners, agents, joint ventures, or franchisees of MDROP. Couriers have entered into independent contractor agreements with us which require them to comply with all applicable federal, state, and local laws, rules and regulations. We will not be liable or responsible for any delivery services or errors or misrepresentations made by a Courier. You acknowledge that we do not supervise, direct, control, or monitor a Courier’s provision of services and we expressly disclaim any responsibility or liability for the courier services performed.

Registering for an Account

You must open an account with us to use the Services.  You must be at least 18 years old to open an account. During registration, we will ask you for information such as your name, email, and credit card information. You must provide accurate and complete information in response to our questions and keep that information current. In order to create your account, you will be required to select a password. Please choose a strong password and do not reveal your password to others. You agree that you are responsible for keeping your password confidential and secure, and further understand that you are solely responsible and liable for any activities that occur under your account whether or not you know about them. We reserve the right to suspend or terminate the account of any user who provides inaccurate, untrue, or incomplete information, or who fails to comply with the account registration requirements.

Orders, Payments & Returns

Orders

Because of the nature of the Services, we do not always know how much a Retailer will charge for a particular product. Where your order includes products for which we do not know the exact price to be charged by the Retailer, we may designate an estimated subtotal for such product (the “Estimated Subtotal”). Similarly, where we do not know the exact price of the fees associated with the order, including any applicable taxes or fees, we may designate an estimate of fees (the “Estimated Fees”). If you have included products in your order that are subject to an Estimated Subtotal or Estimated Fees, we will provide you with an estimated total. Suppliers may charge more or less than the Estimated Subtotal for products you order. Similarly, we may charge more or less than the Estimated Fees based upon the final prevailing price of Retailer’s goods. In some cases, we may not be able to provide an Estimated Subtotal or Estimated Fees, such as when the merchandise cost is unknown, or we are otherwise unable to predict fees. We reserve the right to determine final prevailing pricing (“Final Pricing”) of all products ordered through the Services. In cases in which Final Pricing is different than the Estimated Subtotal or Estimated Fees, what you are ultimately charged may be different than the estimated total. You acknowledge and agree to pay the Final Pricing, even if it differs from the Estimated Subtotal or Estimated Fees. 

You understand that the prices for products displayed through the Services may differ from the prices offered or published by Suppliers for the same product or other third-party websites. Prices for product displayed through the Services may not be the lowest prices at which the product or menu items are sold. We have no obligation to itemize our costs, profits or margins when publishing prices on the Services and reserves the right to change such prices at any time, at our discretion. 

Payments

You authorize us to charge all sums for orders that you make to the payment method designated in your account. When you place an order through the Services, a temporary pre-authorization hold is placed on your designated payment method to verify that the card is valid and has funds available for your intended purchase. The amount of this pre-authorization hold may be greater or less than the order total quoted at checkout. However, your payment will be captured up to 24 hours after your order is completed or cancelled. In the event that the pre-authorization is greater than the final amount, the difference will be released after your order is completed or cancelled; depending on your bank, it may take up to 5 business days to receive access to these released funds. We reserve the right to request additional information from you if we have reason to believe, in our sole discretion, that a payment method may be fraudulent.  Charges paid by you are final and non-refundable, except as expressly provided in “Cancellations & Returns” below.

Cancellation & Returns

If you cancel your order, you may be charged depending on what stage the order was in when you cancelled. You will be notified of any applicable charges before you complete your cancellation.  If an item is returned you may be subject to a non-refundable restocking fee.  You can learn more about order cancellations and returns (including restocking fees) at www.MaterialDrop.com/returnpolicy.

Intellectual Property

All materials included in or on the Services, such as product images and information, videos, graphics, articles and reports, and the software powering the Services (“Materials”), are the property of MDROP or its licensors. The Materials are protected by copyright, trademark and other intellectual property laws. 

MDROP and other trademarks and logos that we use are trademarks of MDROP. Any third-party trademarks that appear on the Services are the property of their respective owners. You may not use any of these trademarks without express written permission from MDROP or their owners.

Limited License

So long as you comply with these Terms of Service, you may access the Services and view the Materials for non-commercial purposes. You may download and print a reasonable number of the Materials for your personal use only. You may not use, download, print, copy, distribute, or modify Materials for any other purpose. 

License Restrictions

Your right to use the Services is conditioned on compliance with these Terms of Service and applicable laws. You may not (and you may not permit anyone else to): 

  • Use any manual process or robot, spider, scraper, or other automated means to collect information from the Services or from other Services users;
  • Use the Materials or other data or information from the Services for commercial purposes; 
  • Mirror any Materials contained on the Services or any MDROP server or use framing techniques to enclose the Services or any part of the Services; 
  • Circumvent any of the technical limitations of the Services;
  • Interfere with or prevent access to the Services by other users, or impose an unreasonable service request or usage load on our infrastructure; 
  • Change or remove any copyright, trademark, or other proprietary notices on the Materials or Services;
  • Impersonate any person or entity, misrepresent yourself or your entity, or attempt to use another user’s account without the user’s permission;
  • Use any metatags or any other hidden text incorporating MDROP’s name or trademarks in any online site or posting;
  • Solicit, trace or otherwise collect any information from users or visitors of the Services;
  • Use the Services for commercial activities such as contests or advertising; or
  • Create a database by downloading and storing the Materials.

User Feedback and Other Data

Ratings and Reviews

Your feedback and Services participation are important to us. The Services may allow you to post reviews and rate Suppliers and/or Couriers. Ratings and reviews are not endorsed by MDROP, do not represent our views, and therefore, we do not assume liability for ratings and reviews or for any claims, liabilities, or losses resulting from any ratings and reviews. All ratings and reviews shall be based on your first-hand experience with the Supplier or Courier and shall be accurate. 

User Content

With respect to any content you submit or make available to MDROP or on the Services (including through social media channels), such as your biography, comments, ratings, reviews, pictures, videos and other content (“User Content”), you grant to us a non-exclusive, perpetual, worldwide, royalty-free, transferable license to use, copy, distribute, publicly display, modify, create derivative works, commercialize and sublicense User Content for any legal purpose. 

In the event that you submit or post any creative suggestions, proposals, or ideas about our products and services (“Feedback”), you agree that Feedback will be treated as non-confidential and you assign all intellectual property rights in Feedback to MDROP. 

User Content Rules

You represent and warrant that User Content you post and your activities on the Services do not and will not violate these Terms of Service or the rights of any third party, including infringing or misappropriating any third party intellectual property and publicity rights. You are solely responsible for your User Content and your activity on the Site.

User Content Review

We do not prescreen content posted by users and cannot guarantee the Services will be free from content that is inaccurate, deceptive, offensive, defamatory, unlawful or otherwise objectionable. You acknowledge that we are acting only as a passive channel for such distribution. We have no liability relating to any user content or activities of users on the Services. Even in the event we choose to monitor any user content, we assume no responsibility for, or any obligation to monitor or remove, such user content. You grant us the right to collect, use and share your content in accordance with these Terms of Service and our Privacy Policy. If you have concerns about any content posted by another user, please use the Copyright or Trademark notice procedures in these Terms of Services to notify us.

Copyright Infringement Notice Policy

MDROP respects intellectual property rights. If you believe your copyrighted work has been copied or posted on or through the Services in a way that constitutes copyright infringement, then please contact us at privacy@MaterialDrop.com and provide the following information:

  • A description of the copyrighted work that you believe has been infringed;
  • A description of what the allegedly infringing work is;
  • A description of the location where the allegedly infringing work is located on the Services;
  • An address and telephone number where you can be contacted, including an email address if possible;
  • A statement that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent or the law;
  • A physical or electronic signature of a person authorized to act on behalf of the owner of the copyright; and
  • A statement, made under penalty of perjury, that the above information in the notice is accurate and that the signatory is the copyright owner or is authorized to act on behalf of the copyright owner.

Consult your legal advisor before filing an infringement notice because there can be penalties for false claims under the Digital Millennium Copyright Act.

Trademark Infringement Notice Policy

If you would like to submit a trademark claim for violation of a mark on which you hold a valid, registered trademark or service mark (registered with the United States Patent and Trademark Office on the Principal Register or, for foreign marks, registered with the appropriate intellectual property organization of your country), please contact us at privacy@MaterialDrop.com and provide the following information:

  • The trademark, service mark, trade dress, name, or other indicia of origin (“mark”) that is claimed to be infringed, including registration number.
  • The jurisdiction or geographical area to which the mark applies.
  • The name, post office address and telephone number of the owner of the mark identified above.
  • The goods and/or services covered by or offered under the mark identified above.
  • A description of the manner in which the you believe your mark is being infringed upon.
  • The precise location of the infringing mark.

Links 

From the Services

Certain content or features of the Service may include materials from third parties and/or hyperlinks to other websites, resources or content. Because MDROP may have no control over such third party sites or materials, we are not responsible for the availability of such sites or resources, and do not endorse or warrant the accuracy of any such sites or resources, and will in no way be liable or responsible for any content, advertising, products or materials on or available from such sites or resources. You further acknowledge and agree that we will not be responsible or liable in any way for any damages you incur or allege to have incurred, either directly or indirectly, as a result of your use or reliance upon any such content, advertising, products or materials on or available from such sites or resources.

To the Services

You may link to our Website homepage, provided you do so in a way that is fair, clearly identifies MDROP, and does not damage our reputation or take advantage of it. However, you may not suggest any form of association, approval or endorsement on our part without our express written consent.

Termination.

You may stop using the Services and terminate your account at any time by going to your account settings.  We reserve the right in our sole discretion to (a) terminate your account, (b) delete any of your User Content, (c) restrict your use of all or any part of the Services, and (d) modify or discontinue the Services (or any part of the Services), for any or no reason, without notice, and without liability to you or anyone else. We also reserve the right to block users from accessing or posting content to the Site by using any technology available, such as blacklisting certain IP addresses or device numbers.  We may also consult and cooperate with law enforcement authorities to prosecute users who violate the law.

Communications

You consent to accept and receive communications from us, including e-mail, text messages, calls, and push notifications to the cellular telephone number you provide to us. These communications may be generated by automatic telephone dialing systems which will deliver prerecorded messages, including for the purposes of secondary authentication, reminders, and other notifications. Standard message and data rates applied by your cell phone carrier may apply to the text messages we send you. You may opt-out of receiving communications by following the unsubscribe options we provide to you. You may also opt-out of text messages from MDROP at any time by texting STOP to the number in your transactional text message. You acknowledge that opting out of receiving communications may impact your use of the Services.  All calls, emails and other communications between you and MDROP may be recorded.

Warranty Disclaimer

THE SERVICES ARE PROVIDED “AS IS,” “AS AVAILABLE,” AND WITHOUT WARRANTIES OF ANY KIND. YOU USE THE SERVICES AT YOUR OWN SOLE RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF TITLE, QUALITY, PERFORMANCE, MERCHANTABILITY, SUITABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, TITLE AND NON-INFRINGEMENT RELATED TO OR ARISING OUT OF THE SERVICES, ANY CONTENT ON THE SERVICES, OR ANY PRODUCTS OR SERVICES PURCHASED OR MADE AVAILABLE ON THE SERVICES, AS WELL AS WARRANTIES IMPLIED FROM A COURSE OF DEALING OR COURSE OF PERFORMANCE. MDROP DOES NOT WARRANT THAT THE SITE WILL PROVIDE CONTINUOUS, PROMPT, SECURE, OR ERROR-FREE SERVICE. MDROP ASSUMES NO LIABILITY FOR ANY ERRORS OR OMISSIONS, INCLUDING THE INACCURACY OF CONTENT, OR FOR ANY DAMAGES OR LOSSES THAT YOU OR ANY THIRD PARTY MAY INCUR AS A RESULT OF THE UNAVAILABILITY OF THE SITE. MDROP ASSUMES NO RESPONSIBILITY, AND SHALL NOT BE LIABLE FOR, ANY DAMAGES TO, OR VIRUSES THAT MAY AFFECT, YOUR COMPUTER EQUIPMENT OR OTHER PROPERTY ARISING FROM YOUR USE OF THE SERVICES.

MDROP RELIES UPON SUPPLIERS TO PROVIDE ACCURATE INFORMATION AND GENERAL PRODUCT SAFETY. MDROP DOES NOT REPRESENT OR WARRANT THAT SUCH INFORMATION ACCESSIBLE THROUGH THE SERVICES IS ACCURATE, COMPLETE, RELIABLE, CURRENT OR ERROR-FREE, INCLUDING WITHOUT LIMITATION PRODUCT DESCRIPTIONS, PRICING, OR REVIEWS. ALL CONTENT IS PROVIDED FOR INFORMATIONAL PURPOSES ONLY. THE RELIANCE ON ANY INFORMATION PROVIDED THROUGH THE SERVICES IS SOLELY AT YOUR OWN RISK, INCLUDING WITHOUT LIMITATION PRODUCT SAFETY INFORMATION.

MDROP DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT ADVERTISED OR OFFERED BY A RETAILER OR ANY HYPERLINKED WEBSITE, AND MDROP WILL NOT BE A PARTY TO OR IN ANY WAY MONITOR ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES.

Limitation of Liability and Damages

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, MDROP, ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SERVICES PROVIDERS AND LICENSORS SHALL NOT BE LIABLE TO YOU OR ANYONE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOST PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (REGARDLESS OF WHETHER WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), HOWEVER CAUSED, WHETHER BASED ON UPON CONTRACT, NEGLIGENCE, STRICT LIABILITY IN TORT, WARRANTY OR ANY OTHER LEGAL THEORY, ARISING OUT OF OR RELATED TO (a) THE USE OR THE INABILITY TO USE THE SERVICES OR ANY ERRORS, OMISSIONS OR INACCURACIES IN ANY CONTENT IN THE SERVICES; (b) THE SERVICES OR THE CONDUCT OF OTHER SERVICES USERS OR THIRD PARTIES; (c) THE PERFORMANCE OF THE PRODUCTS AND SERVICES PURCHASED THROUGH THE SERVICES; (d) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR DATA, USER CONTENT OR PERSONAL INFORMATION; (e) ANY BUGS VIRUSES, TROJAN HORSES, OR THE LIKE THAT MAY BE TRANSMITTED TO OR THROUGH THE SERVICES BY ANY THIRD PARTY; OR (f) ANY OTHER MATTER RELATING TO THE SERVICES OR ANY PRODUCTS OR SERVICES MADE AVAILABLE THROUGH THE SERVICES. IN NO EVENT WILL MDROP’S LIABILITY IN CONNECTION WITH ANY SERVICES EXCEED THE LESSER OF THE AMOUNT PAID FOR SUCH SERVICES BY YOU IN THE THREE MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM OR $1,000.  APPLICABLE LAW MAY NOT ALLOW CERTAIN LIMITATIONS OR EXCLUSIONS OF LIABILITY, SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

Indemnity

You agree to defend and indemnify MDROP, its affiliates, licensors and service providers, and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses or fees (including reasonable attorneys’ fees) arising out of or relating to your violation of these Terms of Service or your use of the Services.

Arbitration Agreement and Class Action Waiver

Subject to the exceptions described below, all disputes arising out of or related to these Terms of Service or any aspect of your relationship with MDROP, whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, will be resolved through final and binding arbitration before a single arbitrator instead of in a court by a judge or jury. Arbitration procedures are simpler and more limited than rules applicable in court. 

Arbitration is mandatory for the claims covered under this arbitration agreement. You agree that MDROP and you are each waiving the right to trial by a jury, and that any arbitration will take place on an individual basis. You hereby waive the ability to participate in a class action. The parties agree that the arbitrator will have exclusive authority to resolve any disputes relating to the interpretation, applicability, enforceability or formation of this arbitration agreement. 

You and MDROP each retain the right to: (i) bring an individual action in small claims court and (ii) seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement or misappropriation of a party’s trade secrets or intellectual property rights.

You will also have the right to litigate any other dispute that would otherwise be subject to this arbitration agreement if you opt out of the arbitration agreement by sending an email to legal@MaterialDrop.com or a letter to MDROP Legal, 621 Kalamath St, Denver, Colorado 80204 within 30 days after the date you first agree to these Terms of Service. If you don’t provide MDROP with a timely opt-out notice, this arbitration agreement applies. 

The arbitration will be administered by the American Arbitration Association (“AAA”) under its Consumer Arbitration Rules (currently available at https://www.adr.org/Rules or by calling the AAA at 1-800-778-7879). The arbitrator will conduct hearings, if any, by teleconference or videoconference, rather than by personal appearances, unless the arbitrator determines that an in-person hearing is appropriate. Any in-person appearances will be held at a location that is reasonably convenient to both parties. If the parties are unable to agree on a location, the arbitrator will determine the location. If you demonstrate that the costs of arbitration will be prohibitive as compared to the costs of litigation, MDROP will contribute to your filing and hearing fees as the arbitrator deems necessary to prevent the arbitration from being cost-prohibitive. The arbitrator’s decision will follow the terms of this Agreement (including the Limitation of Liability provision) and will be final and binding. The arbitrator will have authority to award temporary, interim or permanent injunctive relief or relief providing for specific performance of this Agreement, but only to the extent necessary to provide relief warranted by the individual claim before the arbitrator. The award rendered by the arbitrator may be confirmed and enforced in any court having jurisdiction.

Changes to the Terms of Service

We may amend these Terms of Service at any time.  If we change the Terms of Services, we’ll let you know either by posting the modified Terms of Services on our Website and App or by communicating with you directly. Your continued use of the Services will be considered your acceptance to the revised Terms of Service. 

Because we constantly improve the Services, we may change or discontinue any part of the Services, at any time and without notice. 

Miscellaneous

Survival. 

The terms that by their nature may survive termination shall remain in effect and survive the termination of these Terms of Service, including without limitation, Content Submitted, Ownership, Indemnity, Warranty Disclaimer, Limitation of Liabilities and Damages and Miscellaneous.

Assignment. 

These Terms of Service are personal to you, the user. You may not assign these Terms of Service or any rights and licenses in these Terms of Service to another party. These Terms of Service may be assigned by MDROP without restriction.

Limitations on Claims. 

Any cause of action or claim you may have with respect to MDROP or the Services (including without limitation the purchase of products and services) must be commenced within one year after the claim or cause of action arises.

No Waiver. 

Our failure to exercise or enforce any right or provision of the Terms of Service will not constitute a waiver of that or any other right or provision. Neither the course of conduct between the parties nor trade practice shall modify any of the terms in these Terms of Service.

Entire Agreement. 

These Terms of Service and the Privacy Policy constitute the entire agreement between you and us and govern your use of the Services. These Terms of Service supersede any prior agreements, communications, representations, or understandings between you and us, including without limitation any prior versions of these Terms of Service. 

Contact Information

We would love to hear from you. You may contact us at support@MaterialDrop.com or at (800) 719-2183 with any questions about the Services.