Dropit

This section contains the Dropit Terms & Conditions for using the Dropit Service at:

United States of America
Europe

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Terms & Conditions for United States of America

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Last Updated: August 19, 2019

Welcome, and thank you for your interest in Dropit, which is provided to you by Dropit for America, Inc. along with its affiliates (“Dropit,” “we,” or “us”). These Terms and Conditions apply to your use of our mobile application (“Dropit App”), along with our related websites, networks, applications, and other services provided by us (collectively, the “Services”). These Terms and Conditions are a legally binding contract between you and Dropit regarding your use of the Service.

PLEASE READ THE FOLLOWING TERMS CAREFULLY.

BY CLICKING “I ACCEPT,” OR BY DOWNLOADING, INSTALLING, OR OTHERWISE ACCESSING OR USING THE SERVICE, YOU AGREE THAT YOU HAVE READ AND UNDERSTOOD, AND, AS A CONDITION TO YOUR USE OF THE SERVICE, YOU AGREE TO BE BOUND BY, THE FOLLOWING TERMS AND CONDITIONS, INCLUDING DROPIT’S PRIVACY POLICY (TOGETHER, THESE “TERMS”). IF YOU ARE NOT ELIGIBLE, OR DO NOT AGREE TO THE TERMS, THEN YOU DO NOT HAVE OUR PERMISSION TO USE THE SERVICE. YOUR USE OF THE SERVICE, AND DROPIT’S PROVISION OF THE SERVICE TO YOU, CONSTITUTES AN AGREEMENT BY DROPIT AND BY YOU TO BE BOUND BY THESE TERMS.

ARBITRATION NOTICE. Except for certain kinds of disputes described in Section 11, you agree that disputes arising under these Terms will be resolved by binding, individual arbitration, and BY ACCEPTING THESE TERMS, YOU AND Dropit ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN ANY CLASS ACTION OR REPRESENTATIVE PROCEEDING. YOU AGREE TO GIVE UP YOUR RIGHT TO GO TO COURT to assert or defend your rights under this contract (except for matters that may be taken to small claims court). Your rights will be determined by a NEUTRAL ARBITRATOR and NOT a judge or jury. (See Section 11)

1. Our Agreement with You.

In order to use most aspects of the Services, you must register for and maintain an active personal user Services account, subject to the requirements of Article 2, below. Once you have downloaded and activated the Dropit App or registered to use the Services using a Dropit provided device or interface in-store (“POS Device”), you will be able to use the Services as described herein. If you are a Dropit retail partner and are registering your customer for on your customer’s behalf at a point-of-sale system (“POS Device”), you agree to provide the customer with an opportunity to review and accept these terms.

1.1. How we will accept your request: Our acceptance of your request to use the Services will take place after you elect to activate a coupon, voucher, code, or similar electronic or physical document, entitling you to use Service (“Dropit Pass”) by purchasing one or entering a promotional code and when we confirm via email, at which point a legal contract will come into existence between you and us based on these terms.

1.2. If we cannot accept your request: If we are unable to accept your request for the Services, we will promptly inform you of this by email or POS Device and will not charge you or we will refund you (if you have already been charged) for the Services. This might be because the Services are temporarily unavailable, because of unexpected limits on our resources which we could not reasonably plan for, because we have identified an error in the price or description of the Services or because of our failure, in our sole opinion, of being able to adequately deliver the Services for you.

1.3. Your confirmation number: We will assign a confirmation number to you upon activation of the Services and tell you what it is when we respond to and confirm your request. It will help us if you can tell us the confirmation number whenever you contact us about your order.

1.4 Eligibility: You must be at least 18 years old to use the Services. By agreeing to these Terms, you represent and warrant to us that: (a) you are at least 18 years old; (b) you have not previously been suspended or removed from the Services; and (c) your registration and your use of the Services is in compliance with any and all applicable laws and regulations. If you are an entity, organization, or company, the individual accepting these Terms on your behalf represents and warrants that they have authority to bind you to these Terms and you agree to be bound by these Terms.

2. Our Services.

2.1. When you obtain a Dropit Pass, you start a “Drop Session” which runs until the cutoff time indicated in the Dropit App or POS Device, which is linked to the delivery time you select for your goods. Items that you drop or have dropped on your behalf into the Services, in approved Dropit Packaging and in accordance with these Terms are called “Customer Packages”. YOU ACKNOWLEDGE THAT YOUR ABILITY TO OBTAIN LOGISTICS AND/OR DELIVERY SERVICES THROUGH THE USE OF THE SERVICES DOES NOT ESTABLISH DROPIT AS A PROVIDER OF LOGISTICS OR DELIVERY SERVICES.

2.2. Availability of the Services: The Services are available at certain participating retailers within certain malls and central shopping districts that have partnered with Dropit. For an up-to-date list please refer to the Dropit App.

2.3. Dropit Packaging: The packaging for the Services is provided by Dropit as part of the Services (“Dropit Packaging”). Dropit Packaging may include Dropit bags, boxes or stickers affixed to appropriate third-party packaging.

2.4. Restrictions: The Dropit App may include restrictions on the number of Customer Packages a customer may drop into the Services on under one Dropit Pass. The restrictions that apply to the packages are set out below and subject to change at the discretion of Dropit. Certain Dropit locations may have additional restrictions on the packages that can be delivered using Dropit so you should consult the Dropit App or store where you are using the Service to ensure your package can be delivered.

A) Restrictions on number of bags, excessive and non-consumer use: Dropit provides a consumer service and is not designated for commercial deliveries or business to business logistics. As such we may refuse certain drops that exceed our fair use guidelines in terms of size, number of packages or weight what we are able to safely process as part of the Service. We will then promptly inform you if your drop(s) have not been processed and request that you collect your purchases directly from the retail partner store or other location designated by Dropit. If you have any questions about this please contact us.

B) Restrictions of types of goods: Dropit cannot accept any Excluded Goods for the Service; “Excluded Goods” means goods which are excluded from the Service including: timepieces, jewelry, including precious metals and stones, fresh foods, including perishable foods, flowers, plants, financial documents including travelers’ checks or negotiable instruments, stamps, bank cards, cash, currency, coins, specie, legal tender, personal documents including passports, driving licenses, ID cards and similar (including building entry and magnetic entry key cards), aerosols, batteries, drugs, including legal prescription drugs and medicines, restricted or controlled substances, chemicals, including domestic chemicals, cleaners, washing powders, bleaches, caustic substances, magnetized materials, personal belongings, art, antiques, indecent, obscene or offensive articles, collectibles, documents of title, bank, credit, or store cards, spirits, tobacco and cigarettes, human and animal remains, live animals, and any large or heavy items (exceeding a maximum weight individually of 12 lbs).

C) Restrictions on size and weight of bags: individual items greater than 24 inches X 24 inches X 12 inches or the size of the Dropit Packaging and/or an individual item greater than 12 lbs. in weight unless specifically agreed with a Dropit Customer Service representative or Dropit Ambassador;

D) Restrictions on value of individual items: The total value of goods dropped during any Drop Session may not exceed a certain amount. You should check the Dropit App to verify the applicable limit for the total value of goods that may be delivered during a Drop Session;

E) No Dangerous Goods or Hazardous Materials: “Dangerous Goods” means dangerous goods as defined in the Hazardous Materials Transportation Act (HMTA)(1975) (as amended, re-enacted or extended from time to time) or by the International Air Transport Association for conveyance on the grounds of their dangerous or hazardous nature;

F) Purchased Goods: You may only activate the Services to carry and accept goods purchased during the particular Drop Session.

2.5. Your Account: You agree to maintain accurate, complete, and up-to-date information in your Account. Your failure to maintain accurate, complete, and up-to-date Account information, including having an invalid or expired payment method on file, may result in your inability to access or use the Services. You are responsible for all activity that occurs under your Account, and you agree to maintain the security and secrecy of your Account username and password at all times. You agree that Dropit may contact you by telephone, email or text messages (including by an automatic telephone dialing system) at any of the phone numbers provided by you, including for marketing purposes. You may opt out of receiving text messages at any time by contacting Dropit at dataprotection@dropitshopping.com . The process for requesting and using the Services is as follows:

A) Selecting your delivery destination in the Dropit App or POS device and providing any other delivery details that might be necessary to provide the Service. Note that for certain malls or shopping zones, there may limited options for delivery destinations, and Dropit does not guarantee that it will be able to deliver your purchases to every address or destination;

B) Selecting your preferred delivery window (availability subject to when you commence your Drop Session);

C) Entering payment details (card number, expiration date and CVC code) or promotional code if either is not already on file;

D) If using the Dropit App, scanning the QR code in retail partner store at the relevant customer service , check out or registration desk. This step is not necessary if you are using the POS device;

E) Using the Dropit App or POS device to digitally capture of all the receipts of the goods and items that are being dropped;

F) Placing the goods and items in the Dropit Packaging (this may be done by the retail partner store customer service representative);

G) Securely sealing the Dropit Packaging (this may be done by the retail partner store customer service assistant);

H) Scanning unique Dropit packaging barcodes;

I) Reviewing the drop summary (delivery or collection location and time window, drop locations, number of bags and number of receipts added);

J) Confirming the drop request.

2.6. License: Subject to your compliance with these Terms, Dropit grants you a limited, non-exclusive, non-sublicensable, revocable, non-transferable license to: (i) access and use the Dropit App on your personal device solely in connection with your use of the Services; and (ii) access and use Dropit’s content, information and related materials including without limitation Dropit’s intellectual property created for use in connection with the Services (collectively, the “Content”), that may be made available through or in connection with the Services, in each case solely for your personal, noncommercial use. Any rights not expressly granted herein are reserved by Dropit and/or Dropit's licensors.

2.7. License Restrictions: You may not: (i) remove any copyright, trademark or other proprietary notices; (ii) reproduce, modify, prepare derivative works based upon, distribute, license, lease, sell, resell, transfer, publicly display, publicly perform, transmit, stream, broadcast about or otherwise exploit the Services or the Content except as expressly permitted by Dropit; (iii) decompile, reverse engineer or disassemble any of the Content except as may be permitted by applicable law; (iv) link to, mirror or frame any portion of such; (v) cause or launch any programs or scripts for the purpose of scraping, indexing, surveying, or otherwise data mining any portion of the Content or unduly burdening or hindering the operation and/or functionality of any aspect; or (vi) attempt to gain unauthorized access to or impair any aspect of the Content, the Services or any related systems or networks.

2.8. Feedback. If you choose to provide input and suggestions regarding problems with or proposed modifications or improvements to the Service (“Feedback”), then you hereby grant Dropit an unrestricted, perpetual, irrevocable, non-exclusive, fully-paid, royalty-free right to exploit the Feedback in any manner and for any purpose, including to improve the Service and create other products and services.

2.9 Ownership; Proprietary Rights. All intellectual property rights in and Service is owned by Dropit. The visual interfaces, graphics, design, compilation, information, data, computer code (including source code or object code), products, software, services, and all other elements of the Service (“Materials”) provided by Dropit are protected by intellectual property and other laws. All Materials included in the Service are the property of Dropit or its third party licensors. Except as expressly authorized by Dropit, you may not make use of the Materials. Dropit reserves all rights to the Materials not granted expressly in these Terms.

3. Changes.

Changes to delivery and/or collection times for the Services may not be possible, however please contact us by phone, email or message within the Dropit app to enquire if a change is possible. If a change is possible we will confirm any changes to you.

3.1. Minor changes to the Services. We may change the Services or these Terms:

(a) to reflect changes in relevant laws and regulatory requirements or updates to our policies;
(b) due to requirements by our third-party logistics providers; and
(c) to implement minor technical adjustments and improvements, for example to address delivery efficiencies. These changes will not affect your use of the Services.

3.2. More significant changes to the Services and these Terms: In addition, we may make more significant changes to these Terms or the Service, but if we do so we will notify you via email or a push notification within the Dropit App.

3.3. Delays. We are not responsible for delays outside our control. If our Services are delayed by an event outside our control, then we will attempt contact you via email or message within the Dropit App as soon as possible to let you know and we will take steps to minimize the effect of the delay. Examples of such situations can be delays caused by third-party delivery partners, weather conditions, closed roads, accidents or other unforeseen circumstances. If we can still deliver on the same day outside the delivery window we will do so, if convenient for you. If not, we will contact you to arrange delivery for the next delivery window. Provided that we do this we will not be liable for delays caused by the event, but if there is a risk of substantial delay you may contact us to make other arrangements.

3.4. Missed Deliveries: We will contact you if there is an issue with your delivery or if we receive notification of a missed delivery or if no one is available at your delivery location to take delivery of your Customer Packages and sign for the delivery during the delivery window selected and confirmed by you during the activation of the Service

3.5. If you do not re-arrange delivery: Undelivered Customer Packages will be stored at a Dropit facility or third-party delivery partner facility for up to 30 days. If you do not collect the packages from us as arranged or if, after two failed delivery attempts to you, you do not re-arrange delivery or collect them from a delivery depot we may charge you for storage costs and any further delivery costs. After 30 days, we shall have the right to deal with the consignment as we see fit.

3.6. When you become responsible for the goods: Upon delivery of your Customer Package(s), the person receiving the Customer Package(s) will be required to sign a statement accepting delivery. Following receipt of the Customer Package(s), the Customer Package(s) will be your responsibility and Dropit will not be liable or responsible for any loss or damage to the Customer Package(s).

3.7. What will happen if you do not give required information to us: We need certain information from you so that we can provide the Service to you, for example, personal data including your name, delivery location information, mobile telephone number, the receipts including the value of the items you are dropping into the Service and your payment details. If you do not give us this information or if you give us incomplete or incorrect information, we may either not be able to perform the Services or make an enforced error in the provision of the Services because of misinformation.

4. Data and Privacy.

4.1. How we will use your personal information: We will only collect, use and store your personal information as set out in our Privacy Policy, which you can find here: https://www.dropit.shop/more/privacy

4.2. Data Use and Protection including GDPR: you and your personal and sensitive data are protected by relevant laws and Privacy Policy which sets out how we comply with our obligations under those laws and how they protect you.

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5. Refunds and Lost, Damages or Stolen Customer Packages.

5.1. Refunds: Refunds and cancellations may be processed in the sole discretion of the Dropit team.

6.2. Lost or damaged Customer Packages: In case of a lost or damaged Customer Package, where the Customer Package has been scanned into the Service but never received by the Customer, or received in a damaged condition by the Customer, refunds may be available as follows:

A) Where the Customer Package(s) and/or item(s) are lost or damaged in a store deposit, having been safely sealed in Dropit Packaging and scanned into the Service in accordance with these Terms, Dropit and or its insurers shall provide the Customer with a full or partial refund of the value of the Customer Package or item(s). Such refund will be issued against a presented store invoice issued on the relevant date and we will refund any sums paid by you for Services;

B) Where the Customer Package(s) are lost or damaged in transit, Dropit and or its insurers shall use their best efforts to locate or replace the lost or damages Customer Package(s). If Dropit is unable to return or replace the lost Customer Package(s), Dropit may issue a refund to Customer for the lost or damaged Customer Package(s). Such refund will be issued against a presented proof or purchase (receipt/e-receipt/invoice) issued and we will refund any sums paid by you for Services;

C) Unless otherwise stated by Dropit, the maximum value that Dropit will refund collectively for lost, damaged or stolen Customer Packages dropped in any given Drop Session is $10,000. In either 6.2 A) or B) above, where Dropit is able to recover the costs from a third party for the loss or damage to the parcel the Customer will assist Dropit in providing evidence to establish that liability.

6. Term and Termination.

6.1. Termination. At any time, you can unsubscribe from the Dropit App/website/marketing emails and request deletion of any personal data retained by us, in accordance with our Privacy Policy. If you violate any provision of these Terms, your authorization to access the Service and these Terms automatically terminate. In addition, Dropit may, at its sole discretion, terminate these Terms or your account on the Service, or suspend or terminate your access to the Service, at any time for any reason or no reason, with or without notice.

6.2. Effect of Termination. Upon termination of these Terms: (a) your license rights will terminate and you must immediately cease all use of the Service; (b) you will no longer be authorized to access your account or the Service; (c) you must pay Dropit any unpaid amount that was due prior to termination; and (d) all payment obligations accrued prior to termination and Sections 2.10, 2.11, 2.12 and 9 through 11 will survive.

7. Support.

If you have any questions or complaints about the Service, please contact us. You can telephone our customer service team at 1-855-372-7700, send a message via live chat in Dropit App or write to us at dataprotection@dropitshopping.com

8. Price and Payment Terms.

8.1 Price. Dropit reserves the right to determine pricing for the Service, and pricing for the Service can vary based on location or other factors. Dropit will make reasonable efforts to keep pricing information published on the Dropit App or POS Device up to date. We encourage you to check the Dropit App periodically for current pricing information. Dropit may change the fees for any feature of the Service, including additional fees or charges, if Dropit gives you advance notice of changes before they apply. Dropit, at its sole discretion, may make promotional offers with different features and different pricing to any of Dropit’s customers. These promotional offers, unless made to you, will not apply to your offer or these Terms.

8.2 Authorization. You authorize Dropit to charge all sums for the orders that you make and any level of Service you select as described in these Terms or published by Dropit, including all applicable taxes, to the payment method specified in your account. If you pay any fees with a credit card, Dropit may seek pre-authorization of your credit card account prior to your purchase to verify that the credit card is valid and has the necessary funds or credit available to cover your purchase.

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9. Liability; Disclaimer; Indemnification.

9.1. DISCLAIMER.

THE SERVICE AND ALL MATERIALS AND CONTENT AVAILABLE THROUGH THE SERVICE ARE PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS. DROPIT DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, RELATING TO THE SERVICE AND ALL MATERIALS AND CONTENT AVAILABLE THROUGH THE SERVICE, INCLUDING: (A) ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, OR NON-INFRINGEMENT; AND (B) ANY WARRANTY ARISING OUT OF COURSE OF DEALING, USAGE, OR TRADE. DROPIT DOES NOT WARRANT THAT THE SERVICE OR ANY PORTION OF THE SERVICE, OR ANY MATERIALS OR CONTENT OFFERED THROUGH THE SERVICE, WILL BE UNINTERRUPTED, SECURE, OR FREE OF ERRORS, VIRUSES, OR OTHER HARMFUL COMPONENTS, AND DROPIT DOES NOT WARRANT THAT ANY OF THOSE ISSUES WILL BE CORRECTED.

NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM THE SERVICE OR DROPIT ENTITIES OR ANY MATERIALS OR CONTENT AVAILABLE THROUGH THE SERVICE WILL CREATE ANY WARRANTY REGARDING ANY OF THE DROPIT ENTITIES OR THE SERVICE THAT IS NOT EXPRESSLY STATED IN THESE TERMS. WE ARE NOT RESPONSIBLE FOR ANY DAMAGE THAT MAY RESULT FROM THE SERVICE AND YOUR DEALING WITH ANY OTHER SERVICE USER. YOU UNDERSTAND AND AGREE THAT YOU USE ANY PORTION OF THE SERVICE AT YOUR OWN DISCRETION AND RISK, AND THAT WE ARE NOT RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY (INCLUDING YOUR COMPUTER SYSTEM OR MOBILE DEVICE USED IN CONNECTION WITH THE SERVICE) OR ANY LOSS OF DATA, INCLUDING USER CONTENT.

THE LIMITATIONS, EXCLUSIONS AND DISCLAIMERS IN THIS SECTION APPLY TO THE FULLEST EXTENT PERMITTED BY LAW. Dropit does not disclaim any warranty or other right that Dropit is prohibited from disclaiming under applicable law.

9.2. LIMITATION OF LIABILITY.

DROPIT SHALL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOST DATA, PERSONAL INJURY, OR PROPERTY DAMAGE RELATED TO, IN CONNECTION WITH, OR OTHERWISE RESULTING FROM ANY USE OF THE SERVICES, REGARDLESS OF THE NEGLIGENCE (EITHER ACTIVE, AFFIRMATIVE, SOLE, OR CONCURRENT) OF DROPIT, EVEN IF DROPIT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

DROPIT SHALL NOT BE LIABLE FOR ANY DAMAGES, LIABILITY OR LOSSES ARISING OUT OF: (i) YOUR USE OF OR RELIANCE ON THE SERVICES OR YOUR INABILITY TO ACCESS OR USE THE SERVICES; OR (ii) ANY TRANSACTION OR RELATIONSHIP BETWEEN YOU AND ANY THIRD PARTY PROVIDER, EVEN IF DROPIT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. DROPIT SHALL NOT BE LIABLE FOR DELAY OR FAILURE IN PERFORMANCE RESULTING FROM CAUSES BEYOND DROPIT'S REASONABLE CONTROL.

THE SERVICES MAY BE USED BY YOU TO REQUEST AND SCHEDULE TRANSPORTATION OF GOODS, OR LOGISTICS SERVICES WITH THIRD PARTY PROVIDERS, BUT YOU AGREE THAT DROPIT HAS NO RESPONSIBILITY OR LIABILITY TO YOU RELATED TO ANY TRANSPORTATION OF GOODS OR LOGISTICS SERVICES PROVIDED TO YOU BY THIRD PARTY PROVIDERS OTHER THAN AS EXPRESSLY SET FORTH IN THESE TERMS.

THE LIMITATIONS AND DISCLAIMER IN THIS SECTION DO NOT PURPORT TO LIMIT LIABILITY OR ALTER YOUR RIGHTS AS A CONSUMER THAT CANNOT BE EXCLUDED UNDER APPLICABLE LAW. BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF OR THE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, IN SUCH STATES OR JURISDICTIONS, DROPIT’S LIABILITY SHALL BE LIMITED TO THE EXTENT PERMITTED BY LAW. THIS PROVISION SHALL HAVE NO EFFECT ON DROPIT’S CHOICE OF LAW PROVISION SET FORTH BELOW.

OUR TOTAL LIABILITY TO YOU FOR ALL OTHER LOSSES ARISING UNDER OR IN CONNECTION WITH ANY CONTRACT BETWEEN US, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), BREACH OF STATUTORY DUTY, OR OTHERWISE, SHALL BE LIMITED TO $10,000.

9.3 Indemnity. To the fullest extent permitted by law, you are responsible for your use of the Service, and you will defend and indemnify Dropit and its officers, directors, employees, consultants, affiliates, subsidiaries and agents (together, the “Dropit Entities”) from and against every claim brought by a third party, and any related liability, damage, loss, and expense, including reasonable attorneys’ fees and costs, arising out of or connected with: (a) your unauthorized use of, or misuse of, the Service; (b) your violation of any portion of these Terms, any representation, warranty, or agreement referenced in these Terms, or any applicable law or regulation; (c) your violation of any third party right, including any intellectual property right or publicity, confidentiality, other property, or privacy right; or (d) any dispute or issue between you and any third party. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you (without limiting your indemnification obligations with respect to that matter), and in that case, you agree to cooperate with our defense of those claims.

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10. Other important terms.

10.1. You may not assign or transfer these Terms or your rights under these Terms, in whole or in part, by operation of law or otherwise, without our prior written consent. We may assign these Terms at any time without notice or consent. The failure to require performance of any provision will not affect our right to require performance at any other time after that, nor will a waiver by us of any breach or default of these Terms, or any provision of these Terms, be a waiver of any subsequent breach or default or a waiver of the provision itself.

10.2. Which laws apply to this contract and where you may bring legal proceedings:

Choice of Law: These Terms and the relationship between the parties, including any claim or dispute that might arise between the parties, whether sounding in contract, tort, or otherwise, will be governed by the laws of the State of New York without regard to its conflict of law provisions. In no event will the parties bring claims against one another under the laws of another jurisdiction.

10.3 Forum: Subject to Section 11 below, if for any reason a Dispute proceeds in court rather than through arbitration, all such Disputes (regardless of theory) arising out of or relating to these Terms, or the relationship between you and Dropit, will be brought exclusively in the courts located in New York, New York. In such cases, you and Dropit agree to submit to the personal jurisdiction of the courts located within New York, New York and agree to waive any and all objections to the exercise of jurisdiction over the parties by such courts and to venue in such courts.

10.4 JURY TRIAL WAIVER. IF FOR ANY REASON A DISPUTE PROCEEDS IN COURT RATHER THAN THROUGH ARBITRATION, YOU AND DROPIT AGREE THAT THERE WILL NOT BE A JURY TRIAL. YOU AND DROPIT UNCONDITIONALLY WAIVE ANY RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM IN ANY WAY ARISING OUT OF OR RELATING TO THESE TERMS. IN THE EVENT OF LITIGATION, THIS PARAGRAPH MAY BE FILED TO SHOW A WRITTEN CONSENT TO A TRIAL BY THE COURT.

10.5 Notices: All notices and other communications hereunder shall be in writing and shall be deemed given if delivered personally or by commercial messenger or courier service, or mailed by registered or certified mail (return receipt requested) or sent via facsimile or email (with electronic confirmation of complete transmission) to the parties at the addresses provided pursuant to Article 2 (or at such other address as shall be specified by like notice); provided, however, that notices sent by mail will not be deemed given until received.

10.6 Notice to California Residents. If you are a California resident, under California Civil Code Section 1789.3, you may contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs in writing at 1625 N. Market Blvd., Suite S-202, Sacramento, California 95834, or by telephone at (800) 952-5210 in order to resolve a complaint regarding the Service or to receive further information regarding use of the Service.

10.7 Notice Regarding Apple. This Section 10.7 only applies to the extent you are using our mobile application on an iOS device. You acknowledge that these Terms are between you and Dropit only, not with Apple Inc. (“Apple”), and Apple is not responsible for the Service or the content thereof. Apple has no obligation to furnish any maintenance and support services with respect to the Service. If the Service fails to conform to any applicable warranty, you may notify Apple and Apple will refund any applicable purchase price for the mobile application to you; and, to the maximum extent permitted by applicable law, Apple has no other warranty obligation with respect to the Service. Apple is not responsible for addressing any claims by you or any third party relating to the Service or your possession and/or use of the Service, including: (a) product liability claims; (b) any claim that the Service fails to conform to any applicable legal or regulatory requirement; or (c) claims arising under consumer protection or similar legislation. Apple is not responsible for the investigation, defense, settlement and discharge of any third party claim that the Service and/or your possession and use of the Service infringe a third party’s intellectual property rights. You agree to comply with any applicable third party terms when using the Service. Apple and Apple’s subsidiaries are third party beneficiaries of these Terms, and upon your acceptance of these Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as a third party beneficiary of these Terms. You hereby 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

11. Dispute Resolution and Arbitration.

11.1 Generally. In the interest of resolving disputes between you and Dropit in the most expedient and cost effective manner, and except as described in Section 11.2 and 11.3, you and Dropit agree that every dispute arising in connection with these Terms will be resolved by binding arbitration. Arbitration is less formal than a lawsuit in court. Arbitration uses a neutral arbitrator instead of a judge or jury, may allow for more limited discovery than in court, and can be subject to very limited review by courts. Arbitrators can award the same damages and relief that a court can award. This agreement to arbitrate disputes includes all claims arising out of or relating to any aspect of these Terms, whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, and regardless of whether a claim arises during or after the termination of these Terms. YOU UNDERSTAND AND AGREE THAT, BY ENTERING INTO THESE TERMS, YOU AND Dropit ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.

11.2 Exceptions. Despite the provisions of Section 11.1, nothing in these Terms will be deemed to waive, preclude, or otherwise limit the right of either party to: (a) bring an individual action in small claims court; (b) pursue an enforcement action through the applicable federal, state, or local agency if that action is available; (c) seek injunctive relief in a court of law in aid of arbitration; or (d) to file suit in a court of law to address an intellectual property infringement claim.

11.3 Opt-Out. If you do not wish to resolve disputes by binding arbitration, you may opt out of the provisions of this Section 11 within 30 days after the date that you agree to these Terms by sending a letter to Dropit for America, Inc., Attention: Legal Department – Arbitration Opt-Out, Suite 500, 400 S 4th Street, Las Vegas, NV 89101that specifies: your full legal name, the email address associated with your account on the Service,, and a statement that you wish to opt out of arbitration (“Opt-Out Notice”). Once Dropit receives your Opt-Out Notice, this Section 11 will be void and any action arising out of these Terms will be resolved as set forth in Section 18.2. The remaining provisions of these Terms will not be affected by your Opt-Out Notice.

11.4 Arbitrator. Any arbitration between you and Dropit will be settled under the Federal Arbitration Act and administered by the American Arbitration Association (“AAA”) under its Consumer Arbitration Rules (collectively, “AAA Rules”) as modified by these Terms. The AAA Rules and filing forms are available online at www.adr.org, by calling the AAA at 1-800-778-7879, or by contacting Dropit. The arbitrator has exclusive authority to resolve any dispute relating to the interpretation, applicability, or enforceability of this binding arbitration agreement.

11.5 Notice of Arbitration; Process. A party who intends to seek arbitration must first send a written notice of the dispute to the other party by certified U.S. Mail or by Federal Express (signature required) or, only if that other party has not provided a current physical address, then by electronic mail (“Notice of Arbitration”). Dropit’s address for Notice is: Dropit for America, Inc., Suite 500, 400 S 4th Street, Las Vegas, NV 89101 The Notice of Arbitration must: (a) describe the nature and basis of the claim or dispute; and (b) set forth the specific relief sought (“Demand”). The parties will make good faith efforts to resolve the claim directly, but if the parties do not reach an agreement to do so within 30 days after the Notice of Arbitration is received, you or Dropit may commence an arbitration proceeding. All arbitration proceedings between the parties will be confidential unless otherwise agreed by the parties in writing. During the arbitration, the amount of any settlement offer made by you or Dropit must not be disclosed to the arbitrator until after the arbitrator makes a final decision and award, if any. If the arbitrator awards you an amount higher than the last written settlement amount offered by Dropit in settlement of the dispute prior to the award, Dropit will pay to you the higher of: (i) the amount awarded by the arbitrator; or (ii) $10,000.

11.6 Fees. If you commence arbitration in accordance with these Terms, Dropit will reimburse you for your payment of the filing fee, unless your claim is for more than $10,000, in which case the payment of any fees will be decided by the AAA Rules. Any arbitration hearing will take place at a location to be agreed upon in New York, New York, but if the claim is for $10,000 or less, you may choose whether the arbitration will be conducted: (a) solely on the basis of documents submitted to the arbitrator; (b) through a non-appearance based telephone hearing; or (c) by an in-person hearing as established by the AAA Rules in the county (or parish) of your billing address. If the arbitrator finds that either the substance of your claim or the relief sought in the Demand is frivolous or brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)), then the payment of all fees will be governed by the AAA Rules. In that case, you agree to reimburse Dropit for all monies previously disbursed by it that are otherwise your obligation to pay under the AAA Rules. Regardless of the manner in which the arbitration is conducted, the arbitrator must issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the decision and award, if any, are based. The arbitrator may make rulings and resolve disputes as to the payment and reimbursement of fees or expenses at any time during the proceeding and upon request from either party made within 14 days of the arbitrator’s ruling on the merits.

11.7 No Class Actions. YOU AND DROPIT AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, unless both you and Dropit agree otherwise, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of a representative or class proceeding.

11.8 Modifications to this Arbitration Provision. If Dropit makes any future change to this arbitration provision, other than a change to Dropit’s address for Notice of Arbitration, you may reject the change by sending us written notice within 30 days of the change to Dropit’s address for Notice of Arbitration, in which case your account with Dropit will be immediately terminated and this arbitration provision, as in effect immediately prior to the changes you rejected will survive.

11.9 Enforceability. If Section 11.7 or the entirety of this Section 11 is found to be unenforceable, or if Dropit receives an Opt-Out Notice from you, then the entirety of this Section 11 will be null and void and, in that case, the exclusive jurisdiction and venue described in Section 11.3 will govern any action arising out of or related to these Terms.

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Terms & Conditions for Europe

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Last Updated: April 2021

Welcome, and thank you for your interest in Dropit, which is provided to you by Dropit ShoppingLimited. along with its affiliates (“Dropit,” “we,” or “us”). These Terms and Conditions apply to your use of our mobile application (“Dropit App”), along with our related websites, networks, applications, and other services provided by us(collectively, the “Services”). These Terms and Conditions are a legally binding contract between you and Dropit regarding your use of the Service.

PLEASE READ THE FOLLOWING TERMS CAREFULLY.

BY CLICKING “I ACCEPT,” OR BY DOWNLOADING, INSTALLING, OR OTHERWISE ACCESSING OR USING THE SERVICE, YOU AGREE THAT YOU HAVE READ AND UNDERSTOOD, AND, AS A CONDITION TOYOUR USE OF THE SERVICE, YOU AGREE TO BE BOUND BY, THE FOLLOWING TERMS AND CONDITIONS, INCLUDING DROPIT’S PRIVACY POLICY IDENTIFIED IN SECTION 4.1(TOGETHER, THESE “TERMS”). IF YOU ARE NOT ELIGIBLE, OR DO NOT AGREE TO THE TERMS, THEN YOU DO NOT HAVE OUR PERMISSION TO USE THE SERVICE. YOUR USE OF THE SERVICE, AND DROPIT’S PROVISION OF THE SERVICE TO YOU, CONSTITUTES AN AGREEMENT BY DROPIT AND BY YOU TO BE BOUND BY THESE TERMS.

1. Our Agreement with You.

In order to use most aspects of the Services, you must register for and maintain an active personal user Services account, subject to the requirements ofSection 2, below. Once you have downloaded and activated the Dropit App or registered to use the Services using a Dropit provided device or interface in-store (“POS Device”), you will be able to use the Services as described herein. If you are a Dropit retail partner and are registering your customer for on your customer’s behalf at a point-of-sale system (“POSDevice”), you agree to provide the customer with an opportunity to review and accept these terms.

1.1. How we will accept your request: Our acceptance of your request to use the Services will take place after you elect to activate a coupon, voucher, code, or similar electronic or physical document, entitling you to use Service (“Dropit Pass”)by purchasing one or entering a promotional code and when we confirm via email, at that point a legal contract will come into existence between you and us based on these terms.

1.2. If we cannot accept your request: If we are unable to accept your request for the Services, we will promptly inform you of this by email or POS Device and will not charge you or we will refund you (if you have already been charged) for the Services.This might be, for example, because the Services are temporarily unavailable, because of unexpected limits on our resources which we could not reasonably plan for, because we have identified an error in the price or description of the Services or because of our failure, in our sole opinion, of being able to adequately deliver the Services for you.

1.3. Your confirmation number: We will assign a confirmation number to you upon activation of the Services and tell you what it is when we respond to and confirm your request. It will help us if you can tell us the confirmation number whenever you contact us about your order.

1.4 Eligibility:You must be at least 18 years old to use the Services. By agreeing to theseTerms, you represent and warrant to us that: (a) you are at least 18 years old;(b) you have not previously been suspended or removed from the Services; and(c) your registration and your use of the Services is in compliance with any and all applicable laws and regulations. If you are an entity, organization, or company, the individual accepting these Terms on your behalf represents and warrants that they have authority to bind you to these Terms and you agree to be bound by these Terms.

2. Our Services.

2.1. When you obtain a Dropit Pass, you start a “Drop Session” which runs until the cutoff time indicated in the Dropit App or POS Device, which is linked to the delivery or collection time you select for your goods. Items that you drop or have been dropped on your behalf into the Services, in approved Dropit Packaging and in accordance with these Terms are called “Customer Packages”. YOU ACKNOWLEDGE THAT YOUR ABILITY TO OBTAIN LOGISTICS AND/OR DELIVERY SERVICES THROUGH THE USE OF THE SERVICES DOES NOT ESTABLISH DROPIT AS A PROVIDER OF LOGISTICS OR DELIVERY SERVICES.

2.3. Dropit Packaging: The packaging for the Services is provided by Dropit as part of theServices (“Dropit Packaging”). Dropit Packaging may include Dropit bags, boxes or stickers affixed to appropriate third-party packaging.

2.4. Restrictions:The Dropit App may include restrictions on the number of Customer Packages a customer may drop into the Services under one Dropit Pass. The restrictions that apply to the packages are set out below and subject to change at the discretion of Dropit. Certain Dropit locations may have additional restrictions on the packages that can be delivered using Dropit so you should consult the Dropit App or store where you are using the Service to ensure your package can be delivered.

A) Restrictions on number of bags, excessive and non-consumer use: Dropit provides a consumer service and is not designated for commercial deliveries or business to business logistics. As such we may refuse certain drops that exceed our fair use guidelines in terms of size, number of packages or weight what we are able to safely process as part of the Service. We will then promptly inform you if your drop(s) have not been processed and request that you collect your purchases directly from the retail partner store or other location designated by Dropit. If you have any questions about this, please contact us.

B) Restrictions of types of goods: Dropit cannot accept any Excluded Goods for the Service;“Excluded Goods” means goods which are excluded from the Service including but not limited to: timepieces, jewellery, including precious metals and stones, fresh foods, including perishable foods, flowers, plants, financial documents including travellers’ checks or negotiable instruments, stamps, bank cards, cash, currency, coins, specie, legal tender, personal documents including passports, driving licenses, ID cards and similar (including building entry and magnetic entry key cards), aerosols, batteries, drugs, including legal prescription drugs and medicines, restricted or controlled substances, chemicals, including domestic chemicals, cleaners, washing powders, bleaches, caustic substances, magnetized materials, personal belongings, art, antiques, timepieces indecent, obscene or offensive articles, collectibles, documents of title, bank, credit, or store cards, spirits, tobacco and cigarettes, human and animal remains, live animals, and any large or heavy items (exceeding a maximum weight individually of 12 lbs).

C) Restrictions on size and weight of bags: individual items greater than 60 cm X 60 cm X 30 cm or the size of the Dropit Packaging and/or an individual item greater than 7kg in weight unless specifically agreed with a Dropit Customer Service representative or Dropit Ambassador;

D) Restrictions on value of individual items: The total value of goods dropped during any DropSession may not exceed a certain amount. You should check the Dropit App to verify the applicable limit for the total value of goods that may be delivered during a Drop Session;

E) No DangerousGoods or Hazardous Materials: “Dangerous Goods” means dangerous goods as defined in the Hazardous Materials Transportation Act (HMTA)(1975) (as amended, re-enacted or extended from time to time) or by the International Air TransportAssociation for conveyance on the grounds of their dangerous or hazardous nature;

F) Purchased Goods:You may only activate the Services to carry and accept goods purchased during the particular Drop Session.

The process for requesting and using the Services is as follows:

A) Selecting your delivery destination or collection-on-site location in the Dropit App or POS device and providing any other delivery and contact details that might be necessary to provide the Service. Note that for certain malls or shopping zones, there may limited options for delivery destinations, and Dropit does not guarantee that it will be able to deliver your purchases to every address or destination;

B) Selecting your preferred delivery window (availability subject to when you commence your DropSession);

C) Entering payment details (card number, expiration date and CVC code) or promotional code if either is not already on file;

D) If using the Dropit App, scanning the QR code in retail partner store at the relevant customer service check out or registration desk. This step is not necessary if you are using the POS device;

E) Using the Dropit App or POS device to digitally capture of all the receipts of the goods and items that are being dropped;

F) Placing the goods and items in the Dropit Packaging (this may be done by the retail partner store customer service representative);

G) Securely sealing the Dropit Packaging (this may be done by the retail partner store customer service assistant);

H) Scanning unique Dropit packaging barcodes;

I) Reviewing the drop summary (delivery or collection location and time window, drop locations,number of bags and number of receipts added);

J) Confirming the drop request.

2.6. Licence:Subject to your compliance with these Terms, Dropit grants you a limited, non-exclusive, non-sublicensable, revocable, non-transferable licence to: (i)access and use the Dropit App on your personal device solely in connection with your use of the Services; and (ii) access and use Dropit’s content, information and related materials including without limitation Dropit’s intellectual property created for use in connection with the Services (collectively, the“Content”), that may be made available through or in connection with theServices, in each case solely for your personal, non-commercial use. Any rights not expressly granted herein are reserved by Dropit and/or Dropit's licensors.

2.7. LicenceRestrictions: You may not: (i) remove any copyright, trademark or other proprietary notices; (ii) reproduce, modify, prepare derivative works based upon, distribute, license, lease, sell, resell, transfer, publicly display, publicly perform, transmit, stream, broadcast about or otherwise exploit theServices or the Content except as expressly permitted by Dropit; (iii)decompile, reverse engineer or disassemble any of the Content except as may be permitted by applicable law; (iv) link to, mirror or frame any portion of such;(v) cause or launch any programs or scripts for the purpose of scraping, indexing, surveying, or otherwise data mining any portion of the Content or unduly burdening or hindering the operation and/or functionality of any aspect; or (vi) attempt to gain unauthorized access to or impair any aspect of theContent, the Services or any related systems or networks.

2.9 Ownership;Proprietary Rights. All intellectual property rights in and Service is owned by Dropit. The visual interfaces, graphics, design, compilation, information, data, computer code (including source code or object code), products, software, services, and all other elements of the Service (“Materials”) provided by Dropit are protected by intellectual property and other laws. All Materials included in the Service are the property of Dropit or its third party licensors. Except as expressly authorized by Dropit, you may not make use of the Materials. Dropit reserves all rights to the Materials not granted expressly in these Terms.

3. Changes.

3.1. Minor changes to the Services. We may change the Services or these Terms:

3.3. Delays. We are not responsible for delays outside our control. If our Services are delayed byan event outside our control, then we will attempt contact you via email or message within the Dropit App as soon as possible to let you know and we will take steps to minimize the effect of the delay. Examples of such situations can be delays caused by third-party delivery partners, weather conditions, closed roads, accidents or other unforeseen circumstances. If we can still deliver on the same day outside the delivery window we will do so, if convenient for you.If not, we will contact you to arrange delivery for the next delivery window.Provided that we do this, we will not be liable for delays caused by the event, but if there is a risk of substantial delay you may contact us to make other arrangements.

3.4. MissedDeliveries: We will contact you if there is an issue with your delivery or if we receive notification of a missed delivery or if no one is available at your delivery location to take delivery of your Customer Packages and sign for the delivery during the delivery window selected and confirmed by you during the activation of the Service

3.5. If you do not re-arrange delivery/do not collect packages from us: Undelivered CustomerPackages will be stored at a Dropit facility or third-party delivery partner facility for up to 30 days. If you do not collect the packages from us as arranged or if, after two failed delivery attempts to you, you do not re-arrange delivery or collect them from a delivery depot we may charge you for storage costs and any further delivery costs. After 30 days, we shall have the right to deal with the consignment as we see fit.

3.6. When you become responsible for the goods: Upon delivery of your Customer Package(s),the person receiving the Customer Package(s) will be required to sign a statement accepting delivery. Following receipt of the Customer Package(s), theCustomer Package(s) will be your responsibility and Dropit will not be liable or responsible for any loss or damage to the Customer Package(s).

3.7. What will happen if you do not give required information to us: We need certain information from you so that we can provide the Service to you, for example, personal data including your name, delivery location information, mobile telephone number, the receipts including the value of the items you are dropping into the Service and your payment details. If you do not give us this information or if you give us incomplete or incorrect information, we may either not be able to perform the Services or make an enforced error in the provision of the Services because of misinformation.

3.8. SpecialOfferings: Some sites may run promotional offers for additional services, including expanded shipping offerings. If a site offers a promotion you may only take advantage of the promotional offer during the dates in which the promotion is made available. These promotional offers may also be limited to a certain number of Customers per day, on a first come first served basis, and Dropit does not guarantee that every Customer will be able to use a promotional offer during the time it is offered. Promotional offers may also have limits for the value of shipped Customer Packages that are different than Dropit’s usual value limits. Dropit reserves the right to withdraw promotional offers at any time in our sole discretion. Please consult the Dropit App, contact Dropit or consult with a representative in a Dropit partner store for additional information. Any restrictions will be listed in the Dropit App.

4. Data and Privacy.

4.1. How we will use your personal information: We will only collect, use and store your personal information as set out in our Privacy Policy as updated from time to time, which you can find here: https://www.dropit.shop/privacy

4.3 Data Protection post Brexit: the UK leaves the EuropeanUnion without a withdrawal agreement or adequacy decision on 31st December 2020 so with effect from that date the standard contractual clauses(SCCs) in the EU Commission's decision 2004/915/EC annexed at the Schedule will automatically apply to our agreement with you where no other appropriate safeguard or exemption applies and the personal data subject to this agreement(and to which Chapter V of the GDPR ((EU) 2016/679) applies) will be transferred in accordance with the SCCs as of that date. If there is any conflict between this agreement and the SCCs the terms of the SCCs shall apply.In the event of a subsequent adequacy decision being adopted by the EuropeanCommission the SCCs shall fall away.

5. Refunds andLost, Damages or Stolen Customer Packages

5.1. Refunds:Refunds and cancellations may be processed in the sole discretion of the Dropit team.

5.2. Lost or damaged Customer Packages: In case of a lost or damaged Customer Package, where the Customer Package has been scanned into the Service but never received bythe Customer, or received in a damaged condition by the Customer, refunds maybe available as follows:

B) Where the CustomerPackage(s) are lost or damaged in transit, Dropit and or its insurers shall use reasonable efforts to locate or replace the lost or damages CustomerPackage(s). If Dropit is unable to return or replace the lost CustomerPackage(s), Dropit may issue a refund to Customer for the lost or damagedCustomer Package(s). Such refund will be issued against a presented proof of purchase (receipt/e-receipt/invoice) issued and we will refund any sums paid by you for Services;

C) Unless otherwise stated by Dropit, the maximum value that Dropit will refund in aggregate for lost, damaged or stolen Customer Packages dropped in any given Drop Session is 10,000 € (euro) or £ (pound sterling), depending on an official currency of the country where service was used.

6. Term andTermination

6.1. Termination.At any time, you can unsubscribe from the Dropit App/website/marketing emails and request deletion of any personal data retained by us, in accordance with our Privacy Policy. If you violate any provision of these Terms, your authorization to access the Service and these Terms will automatically terminate. In addition, Dropit may, at its sole discretion, terminate theseTerms or your account on the Service, or suspend or terminate your access to the Service, at any time for any reason or no reason, with or without notice.

7. Support.

If you have any questions or complaints about the Service, please contact us. You can telephone our customer service team at +44 020 3105 1677, send a message via live chat in Dropit App or write to us at contact@dropitshopping.com

8.Price and Payment Terms.

8.1 Price. Dropit reserves the right to determine pricing for the Service, and pricing for the Service can vary based on location or other factors. Dropit will make reasonable efforts to keep pricing information published on the Dropit App orPOS Device up to date. We encourage you to check the Dropit App periodically for current pricing information. Dropit may change the fees for any feature of the Service, including additional fees or charges, if Dropit gives you advance notice of changes before they apply. Dropit, at its sole discretion, may make promotional offers with different features and different pricing to any of Dropit’s customers. These promotional offers, unless made to you, will not apply to your offer or these Terms.

9 Liability;Disclaimer; Indemnification.

9.1.DISCLAIMER.
THE SERVICE AND ALL MATERIALS AND CONTENT AVAILABLE THROUGH THE SERVICE ARE PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS. DROPIT DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, RELATING TO THE SERVICE ANDALL MATERIALS AND CONTENT AVAILABLE THROUGH THE SERVICE, INCLUDING: (A) ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE,QUIET ENJOYMENT, OR NON-INFRINGEMENT; AND (B) ANY WARRANTY ARISING OUT OF COURSE OF DEALING, USAGE, OR TRADE. DROPIT DOES NOT WARRANT THAT THE SERVICE ORANY PORTION OF THE SERVICE, OR ANY MATERIALS OR CONTENT OFFERED THROUGH THE SERVICE, WILL BE UNINTERRUPTED, SECURE, OR FREE OF ERRORS, VIRUSES, OR OTHER HARMFUL COMPONENTS, AND DROPIT DOES NOT WARRANT THAT ANY OF THOSE ISSUES WILLBE CORRECTED.

NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM THE SERVICE OR DROPIT ENTITIES OR ANY MATERIALS OR CONTENT AVAILABLE THROUGH THE SERVICE WILL CREATE ANY WARRANTY REGARDING ANY OF THE DROPIT ENTITIES OR THE SERVICE THAT ISNOT EXPRESSLY STATED IN THESE TERMS. WE ARE NOT RESPONSIBLE FOR ANY DAMAGE THAT MAY RESULT FROM THE SERVICE AND YOUR DEALING WITH ANY OTHER SERVICE USER. YOU UNDERSTAND AND AGREE THAT YOU USE ANY PORTION OF THE SERVICE AT YOUR OWN DISCRETION AND RISK, AND THAT WE ARE NOT RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY (INCLUDING YOUR COMPUTER SYSTEM OR MOBILE DEVICE USED IN CONNECTION WITH THE SERVICE) OR ANY LOSS OF DATA, INCLUDING USER CONTENT.

THE LIMITATIONS,EXCLUSIONS AND DISCLAIMERS IN THIS SECTION APPLY TO THE FULLEST EXTENT PERMITTED BY LAW. Dropit does not disclaim any warranty or other right that Dropit is prohibited from disclaiming under applicable law.

9.2. LIMITATION OF LIABILITY.

DROPIT SHALL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOST DATA, PERSONAL INJURY, OR PROPERTY DAMAGE RELATED TO, IN CONNECTION WITH, OR OTHERWISE RESULTING FROM ANYUSE OF THE SERVICES, REGARDLESS OF THE NEGLIGENCE (EITHER ACTIVE, AFFIRMATIVE,SOLE, OR CONCURRENT) OF DROPIT, EVEN IF DROPIT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

DROPIT SHALL NOT BE LIABLE FOR ANY DAMAGES, LIABILITY OR LOSSES ARISING OUT OF: (i) YOUR USE OF OR RELIANCE ON THE SERVICES OR YOUR INABILITY TO ACCESS OR USE THE SERVICES; OR(ii) ANY TRANSACTION OR RELATIONSHIP BETWEEN YOU AND ANY THIRD PARTY PROVIDER,EVEN IF DROPIT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. DROPIT SHALL NOT BE LIABLE FOR DELAY OR FAILURE IN PERFORMANCE RESULTING FROM CAUSES BEYOND DROPIT'S REASONABLE CONTROL.

THE SERVICES MAY BEUSED BY YOU TO REQUEST AND SCHEDULE TRANSPORTATION OF GOODS, OR LOGISTICS SERVICES WITH THIRD PARTY PROVIDERS, BUT YOU AGREE THAT DROPIT HAS NO RESPONSIBILITY OR LIABILITY TO YOU RELATED TO ANY TRANSPORTATION OF GOODS OR LOGISTICS SERVICES PROVIDED TO YOU BY THIRD PARTY PROVIDERS OTHER THAN AS EXPRESSLY SET FORTH IN THESE TERMS.

THE LIMITATIONS AND DISCLAIMER IN THIS SECTION DO NOT PURPORT TO LIMIT LIABILITY OR ALTER YOUR RIGHTS AS A CONSUMER THAT CANNOT BE EXCLUDED UNDER APPLICABLE LAW.

OUR TOTAL AGGREGATE LIABILITY TO YOU FOR ALL OTHER LOSSES ARISING UNDER OR IN CONNECTION WITH ANY CONTRACT BETWEEN US, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), BREACH OF STATUTORY DUTY, OR OTHERWISE, SHALL BE LIMITED TO $10,000.

9.3 Indemnity. To the fullest extent permitted by law, you are responsible for your use of theService, and you will defend and indemnify Dropit and its officers, directors, employees, consultants, affiliates, subsidiaries and agents (together, the“Dropit Entities”) from and against every claim brought by a third party, and any related liability, damage, loss, and expense, including reasonable attorneys’ fees and costs, arising out of or connected with: (a) your unauthorized use of, or misuse of, the Service; (b) your violation of any portion of these Terms, any representation, warranty, or agreement referenced in these Terms, or any applicable law or regulation; (c) your violation of any third party right, including any intellectual property right or publicity, confidentiality, other property, or privacy right; or (d) any dispute or issue between you and any third party. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you (without limiting your indemnification obligations with respect to that matter), and in that case, you agree to cooperate with our defense of those claims.

10. Other important terms.

10.1.You may not assign or transfer these Terms or your rights under these Terms, in whole or in part, by operation of law or otherwise, without our prior written consent. We may assign these Terms at any time without notice or consent. The failure to require performance of any provision will not affect our right to require performance at any other time after that, nor will a waiver by us of any breach or default of these Terms, or any provision of these Terms, be a waiver of any subsequent breach or default or a waiver of the provision itself.

10.2. Which laws apply to this contract and where you may bring legal proceedings:

Choice of Law: These Terms and the relationship between the parties, including any claim or dispute that might arise between the parties, in contract, tort, or otherwise, will be subject to the exclusive jurisdiction of the courts ofEngland and Wales and governed by the laws of England and Wales. In no event will the parties bring claims against one another under the laws of another jurisdiction.

10.3 AlternativeDispute Resolution: Alternative dispute resolution is a process where an independent body considers the facts of a dispute and seeks to resolve it, without you having to go to court. If you are not happy with how we have handled any complaint, you may want to contact the alternative dispute resolution provider we use. You can submit a complaint to Ombudsmen Services via their website at www.ombudsman-services.org/consumer-ombudsman. TheOmbudsmen Services will not charge you for making a complaint and if you are not satisfied with the outcome you can still bring legal proceedings. In addition, please note that disputes may be submitted for online resolution to the European Commission Online Dispute Resolution. https://ec.europa.eu/consumers/odr/main/index.cfm?event=main.home2.show&lng=EN

10.4 Notices:All notices and other communications hereunder shall be in writing and shall be deemed given if delivered personally or by commercial messenger or courier service, or mailed by registered or certified mail (return receipt requested)or sent via email (with electronic confirmation of complete transmission)to the parties at the email addresses provided pursuant to Section 2 (or at such other address as shall be specified by like notice); provided, however, that notices sent by mail will not be deemed given until received.

10.5 NoticeRegarding Apple. This Section 10.4 only applies to the extent you are using our mobile application on an iOS device. You acknowledge that these Terms are between you and Dropit only, not with Apple Inc. (“Apple”), and Apple is not responsible for the Service or the content thereof. Apple has no obligation to furnish any maintenance and support services with respect to the Service. If the Service fails to conform to any applicable warranty, you may notify Apple andApple will refund any applicable purchase price for the mobile application to you; and, to the maximum extent permitted by applicable law, Apple has no other warranty obligation with respect to the Service. Apple is not responsible for addressing any claims by you or any third party relating to the Service or your possession and/or use of the Service, including: (a) product liability claims;(b) any claim that the Service fails to conform to any applicable legal or regulatory requirement; or (c) claims arising under consumer protection or similar legislation. Apple is not responsible for the investigation, defense, settlement and discharge of any third party claim that the Service and/or your possession and use of the Service infringe a third party’s intellectual property rights. You agree to comply with any applicable third party terms when using the Service. Apple and Apple’s subsidiaries are third party beneficiaries of these Terms, and upon your acceptance of these Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as a third party beneficiary of these Terms. You hereby represent and warrant that: (i) you are not located in a country that is subject to aU.S. Government embargo, or that has been designated by the U.S. Government asa “terrorist supporting” country; and (ii) you are not listed on any U.S.Government list of prohibited or restricted parties

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Standard contractual clauses for the transfer of personal data from the Community to third countries (controller to controller transfers).

DATED
------------

DATA TRANSFER AGREEMENT

CONTENTS:

CLAUSE
1. Obligations of the data exporter
2. Obligations of the data importer
3. Liability and third party rights
4. Law applicable to the clauses
5. Resolution of disputes with data subjects or the authority
6. Termination
7. Variation of these clauses
8. Description of the transfer

ANNEX
ANNEX A.
ANNEX B.

Between
.............................................................. (name)
.............................................................. (address and country of establishment)
(hereinafter the data exporter)
and
.............................................................. (name)
.............................................................. (address and country of establishment)
(hereinafter data importer)
each a party; together the parties.

DEFINITIONS

For the purposes of the clauses:

(a) personal data, special categories of data/sensitive data, process/processing, controller, processor, data subject and supervisory authority/authority shall have the same meaning as in Directive 95/46/EC of 24 October 1995 (whereby the authority shall mean the competent data protection authority in the territory in which the data exporter is established);

(b) the data exporter shall mean the controller who transfers the personal data;

(c) the data importer shall mean the controller who agrees to receive from the data exporter personal data for further processing in accordance with the terms of these clauses and who is not subject to a third country's system ensuring adequate protection;

(d) clauses shall mean these contractual clauses, which are a free-standing document that does not incorporate commercial business terms established by the parties under separate commercial arrangements.

The details of the transfer (as well as the personal data covered) are specified in Annex B, which forms an integral part of the clauses.

1. OBLIGATIONS OF THE DATA EXPORTER

The data exporter warrants and undertakes that:

(a) The personal data have been collected, processed and transferred in accordance with the laws applicable to the data exporter.

(b) It has used reasonable efforts to determine that the data importer is able to satisfy its legal obligations under these clauses.

(c) It will provide the data importer, when so requested, with copies of relevant data protection laws or references to them (where relevant, and not including legal advice) of the country in which the data exporter is established.

(d) It will respond to enquiries from data subjects and the authority concerning processing of the personal data by the data importer, unless the parties have agreed that the data importer will so respond, in which case the data exporter will still respond to the extent reasonably possible and with the information reasonably available to it if the data importer is unwilling or unable to respond. Responses will be made within a reasonable time.

(e) It will make available, upon request, a copy of the clauses to data subjects who are third party beneficiaries under clause 3, unless the clauses contain confidential information, in which case it may remove such information. Where information is removed, the data exporter shall inform data subjects in writing of the reason for removal and of their right to draw the removal to the attention of the authority. However, the data exporter shall abide by a decision of the authority regarding access to the full text of the clauses by data subjects, as long as data subjects have agreed to respect the confidentiality of the confidential information removed. The data exporter shall also provide a copy of the clauses to the authority where required.

2. OBLIGATIONS OF THE DATA IMPORTER

The data importer warrants and undertakes that:

(a) It will have in place appropriate technical and organisational measures to protect the personal data against accidental or unlawful destruction or accidental loss, alteration, unauthorised disclosure or access, and which provide a level of security appropriate to the risk represented by the processing and the nature of the data to be protected.

(b) It will have in place procedures so that any third party it authorises to have access to the personal data, including processors, will respect and maintain the confidentiality and security of the personal data. Any person acting under the authority of the data importer, including a data processor, shall be obligated to process the personal data only on instructions from the data importer. This provision does not apply to persons authorised or required by law or regulation to have access to the personal data.

(c) It has no reason to believe, at the time of entering into these clauses, in the existence of any local laws that would have a substantial adverse effect on the guarantees provided for under these clauses, and it will inform the data exporter (which will pass such notification on to the authority where required) if it becomes aware of any such laws.

(d) It will process the personal data for purposes described in Annex B, and has the legal authority to give the warranties and fulfil the undertakings set out in these clauses.

(e) It will identify to the data exporter a contact point within its organisation authorised to respond to enquiries concerning processing of the personal data, and will cooperate in good faith with the data exporter, the data subject and the authority concerning all such enquiries within a reasonable time. In case of legal dissolution of the data exporter, or if the parties have so agreed, the data importer will assume responsibility for compliance with the provisions of clause 1(e).

(f) At the request of the data exporter, it will provide the data exporter with evidence of financial resources sufficient to fulfil its responsibilities under clause 3 (which may include insurance coverage).

(g) Upon reasonable request of the data exporter, it will submit its data processing facilities, data files and documentation needed for processing to reviewing, auditing and/or certifying by the data exporter (or any independent or impartial inspection agents or auditors, selected by the data exporter and not reasonably objected to by the data importer) to ascertain compliance with the warranties and undertakings in these clauses, with reasonable notice and during regular business hours. The request will be subject to any necessary consent or approval from a regulatory or supervisory authority within the country of the data importer, which consent or approval the data importer will attempt to obtain in a timely fashion.

(h) It will process the personal data, at its option, in accordance with:

(i) the data protection laws of the country in which the data exporter is established, or

(ii) the relevant provisions of any Commission decision pursuant to Article 25(6) of Directive 95/46/EC, where the data importer complies with the relevant provisions of such an authorisation or decision and is based in a country to which such an authorisation or decision pertains, but is not covered by such authorisation or decision for the purposes of the transfer(s) of the personal data, or

(iii) the data processing principles set forth in Annex A.

Data importer to indicate which option it selects:
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Initials of data importer:
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(i) It will not disclose or transfer the personal data to a third party data controller located outside the European Economic Area (EEA) unless it notifies the data exporter about the transfer and

(i) the third party data controller processes the personal data in accordance with a Commission decision finding that a third country provides adequate protection, or

(ii) the third party data controller becomes a signatory to these clauses or another data transfer agreement approved by a competent authority in the EU, or

(iii) data subjects have been given the opportunity to object, after having been informed of the purposes of the transfer, the categories of recipients and the fact that the countries to which data is exported may have different data protection standards, or

(iv) with regard to onward transfers of sensitive data, data subjects have given their unambiguous consent to the onward transfer

3. LIABILITY AND THIRD PARTY RIGHTS

(a) Each party shall be liable to the other parties for damages it causes by any breach of these clauses. Liability as between the parties is limited to actual damage suffered. Punitive damages (i.e. damages intended to punish a party for its outrageous conduct) are specifically excluded. Each party shall be liable to data subjects for damages it causes by any breach of third party rights under these clauses. This does not affect the liability of the data exporter under its data protection law.

(b) The parties agree that a data subject shall have the right to enforce as a third party beneficiary this clause and clauses clause 1(b), clause 1(d), clause 1(e), clause 2(a), clause 2(c), clause 2(d), clause 2(e), clause 2(h), clause 2(i), clause 3(a), clause 5, clause 6(d)and clause 7 against the data importer or the data exporter, for their respective breach of their contractual obligations, with regard to his personal data, and accept jurisdiction for this purpose in the data exporter's country of establishment. In cases involving allegations of breach by the data importer, the data subject must first request the data exporter to take appropriate action to enforce his rights against the data importer; if the data exporter does not take such action within a reasonable period (which under normal circumstances would be one month), the data subject may then enforce his rights against the data importer directly. A data subject is entitled to proceed directly against a data exporter that has failed to use reasonable efforts to determine that the data importer is able to satisfy its legal obligations under these clauses (the data exporter shall have the burden to prove that it took reasonable efforts).

4. LAW APPLICABLE TO THE CLAUSES

These clauses shall be governed by the law of the country in which the data exporter is established, with the exception of the laws and regulations relating to processing of the personal data by the data importer under clause 2(h) which shall apply only if so selected by the data importer under that clause.

5. RESOLUTION OF DISPUTES WITH DATA SUBJECTS OR THE AUTHORITY

(a) In the event of a dispute or claim brought by a data subject or the authority concerning the processing of the personal data against either or both of the parties, the parties will inform each other about any such disputes or claims, and will cooperate with a view to settling them amicably in a timely fashion.
(b) The parties agree to respond to any generally available non-binding mediation procedure initiated by a data subject or by the authority. If they do participate in the proceedings, the parties may elect to do so remotely (such as by telephone or other electronic means). The parties also agree to consider participating in any other arbitration, mediation or other dispute resolution proceedings developed for data protection disputes.
(c) Each party shall abide by a decision of a competent court of the data exporter's country of establishment or of the authority which is final and against which no further appeal is possible.

6. TERMINATION

(a) In the event that the data importer is in breach of its obligations under these clauses, then the data exporter may temporarily suspend the transfer of personal data to the data importer until the breach is repaired or the contract is terminated.

(b) In the event that:

(i) the transfer of personal data to the data importer has been temporarily suspended by the data exporter for longer than one month pursuant to clause 6(a);

(ii) compliance by the data importer with these clauses would put it in breach of its legal or regulatory obligations in the country of import;

(iii) the data importer is in substantial or persistent breach of any warranties or undertakings given by it under these clauses;

(iv) a final decision against which no further appeal is possible of a competent court of the data exporter's country of establishment or of the authority rules that \

there has been a breach of the clauses by the data importer or the data exporter; or

(v) a petition is presented for the administration or winding up of the data importer, whether in its personal or business capacity, which petition is not dismissed within the applicable period for such dismissal under applicable law; a winding up order is made; a receiver is appointed over any of its assets; a trustee in bankruptcy is appointed, if the data importer is an individual; a company voluntary arrangement is commenced by it; or any equivalent event in any jurisdiction occurs then the data exporter, without prejudice to any other rights which it may have against the data importer, shall be entitled to terminate these clauses, in which case the authority shall be informed where required. In cases covered by clause 6(b)(i), clause 6(b)(ii), or clause 6(b)(iv) above the data importer may also terminate these clauses.

(i) any Commission positive adequacy decision under Article 25(6) of Directive 95/46/EC (or any superseding text) is issued in relation to the country (or a sector thereof) to which the data is transferred and processed by the data importer, or

(ii) Directive 95/46/EC (or any superseding text) becomes directly applicable in such country.

(d) The parties agree that the termination of these clauses at any time, in any circumstances and for whatever reason (except for termination under clause 6(c) does not exempt them from the obligations and/or conditions under the clauses as regards the processing of the personal data transferred.

7. VARIATION OF THESE CLAUSES

The parties may not modify these clauses except to update any information in Annex B, in which case they will inform the authority where required. This does not preclude the parties from adding additional commercial clauses where required.

8. DESCRIPTION OF THE TRANSFER

The details of the transfer and of the personal data are specified in Annex B. The parties agree that Annex B may contain confidential business information which they will not disclose to third parties, except as required by law or in response to a competent regulatory or government agency, or as required under clause 1(e). The parties may execute additional annexes to cover additional transfers, which will be submitted to the authority where required. Annex B may, in the alternative, be drafted to cover multiple transfers.

Dated:.............................

DATA EXPORTER
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DATA IMPORTER

Annex A.

DATA PROCESSING PRINCIPLES

1. Purpose limitation: Personal data may be processed and subsequently used or further communicated only for purposes described in Annex B or subsequently authorised by the data subject.

2. Data quality and proportionality: Personal data must be accurate and, where necessary, kept up to date. The personal data must be adequate, relevant and not excessive in relation to the purposes for which they are transferred and further processed.

3. Transparency: Data subjects must be provided with information necessary to ensure fair processing (such as information about the purposes of processing and about the transfer), unless such information has already been given by the data exporter.

4. Security and confidentiality: Technical and organisational security measures must be taken by the data controller that are appropriate to the risks, such as against accidental or unlawful destruction or accidental loss, alteration, unauthorised disclosure or access, presented by the processing. Any person acting under the authority of the data controller, including a processor, must not process the data except on instructions from the data controller.

5. Rights of access, rectification, deletion and objection: As provided in Article 12 of Directive 95/46/EC, data subjects must, whether directly or via a third party, be provided with the personal information about them that an organisation holds, except for requests which are manifestly abusive, based on unreasonable intervals or their number or repetitive or systematic nature, or for which access need not be granted under the law of the country of the data exporter. Provided that the authority has given its prior approval, access need also not be granted when doing so would be likely to seriously harm the interests of the data importer or other organisations dealing with the data importer and such interests are not overridden by the interests for fundamental rights and freedoms of the data subject. The sources of the personal data need not be identified when this is not possible by reasonable efforts, or where the rights of persons other than the individual would be violated. Data subjects must be able to have the personal information about them rectified, amended, or deleted where it is inaccurate or processed against these principles. If there are compelling grounds to doubt the legitimacy of the request, the organisation may require further justifications before proceeding to rectification, amendment or deletion. Notification of any rectification, amendment or deletion to third parties to whom the data have been disclosed need not be made when this involves a disproportionate effort. A data subject must also be able to object to the processing of the personal data relating to him if there are compelling legitimate grounds relating to his particular situation. The burden of proof for any refusal rests on the data importer, and the data subject may always challenge a refusal before the authority.

6. Sensitive data: The data importer shall take such additional measures (e.g. relating to security) as are necessary to protect such sensitive data in accordance with its obligations under clause 2.

7. Data used for marketing purposes: Where data are processed for the purposes of direct marketing, effective procedures should exist allowing the data subject at any time to "opt-out" from having his data used for such purposes.

8. Automated decisions: For purposes hereof "automated decision" shall mean a decision by the data exporter or the data importer which produces legal effects concerning a data subject or significantly affects a data subject and which is based solely on automated processing of personal data intended to evaluate certain personal aspects relating to him, such as his performance at work, creditworthiness, reliability, conduct, etc. The data importer shall not make any automated decisions concerning data subjects, except when:

(a) such decisions are made by the data importer in entering into or performing a contract with the data subject, and

(ii) (the data subject is given an opportunity to discuss the results of a relevant automated decision with a representative of the parties making such decision or otherwise to make representations to that parties.

(b) where otherwise provided by the law of the data exporter.

Annex B.

DESCRIPTION OF THE TRANSFER
(To be completed by the parties)
Data subjects
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The personal data transferred concern the following categories of data subjects:
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Purposes of the transfer(s)
The transfer is made for the following purposes:
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Categories of data
The personal data transferred concern the following categories of data:
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Recipients
The personal data transferred may be disclosed only to the following recipients or categories of recipients:
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Sensitive data (if appropriate)
The personal data transferred concern the following categories of sensitive data:
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Data protection registration information of a data exporter (where applicable)
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Additional useful information (storage limits and other relevant information)
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Contact points for data protection enquiries
DATA EXPORTER DATA IMPORTER
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