DropQ Vendor Agreement & Terms of Service

DropQ provides software and online tools that allow independent food sellers to list products, run timed “drops,” accept orders, and collect payment (the “Platform”). DropQ is a technology provider only. DropQ does not make, prepare, handle, store, inspect, package, sell, deliver, or take title to any food or other products offered by Vendors. DropQ is not the seller, manufacturer, distributor, or merchant of any Vendor product.

You are an independent business. Nothing in this Agreement creates any employment, agency, partnership, joint venture, or franchise relationship between you and DropQ. You have no authority to bind DropQ, and DropQ has no authority to bind you. You are solely responsible for how you operate your business.

You are solely and exclusively responsible for, and represent and warrant that you will:

• comply with all applicable laws, regulations, and ordinances, including all food safety, cottage food, health, labeling, allergen, weights-and-measures, and consumer protection laws;
• obtain and maintain all licenses, permits, registrations, and insurance required for your business;
• ensure the safety, quality, accuracy, and legality of every product you list, prepare, and deliver;
• accurately describe your products, including ingredients, allergens, pricing, pickup/delivery terms, and availability;
• fulfill orders, provide customer service, and handle your own refunds, cancellations, and disputes with your customers;
• collect, report, and remit all applicable taxes; and
• handle your customers’ personal information in compliance with applicable privacy laws.

The quality, safety, and fitness of your products, and all of your conduct, are entirely your responsibility.DropQ does not and cannot guarantee, verify, or assume responsibility for any Vendor, any Vendor’s products, or anything a Vendor does or delivers. Any illness, injury, allergic reaction, damage, dissatisfaction, misrepresentation, or other harm arising from your products or conduct is your sole responsibility, and you assume all risk and liability for it.

Payments are processed by third-party payment processors (e.g., Stripe). Your use of those services is subject to their terms. Funds from sales are paid to your connected payment account; DropQ is not a bank, payment processor, escrow agent, or party to the transaction between you and your customer. DropQ charges a platform fee (currently 2% per transaction), and standard payment-processing fees may apply. You are responsible for all refunds, chargebacks, reversals, and disputes relating to your sales.

THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. DROPQ DOES NOT WARRANT THAT THE PLATFORM WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, DROPQ LLC AND ITS OWNERS, OFFICERS, EMPLOYEES, AND AGENTS WILL NOT BE LIABLE TO YOU OR TO ANY THIRD PARTY FOR ANY CLAIM, LOSS, INJURY, ILLNESS, OR DAMAGES OF ANY KIND ARISING OUT OF OR RELATED TO (a) YOUR PRODUCTS, (b) YOUR ACTS, OMISSIONS, OR CONDUCT, (c) ANYTHING YOU SELL, PREPARE, OR DELIVER, OR (d) ANY DISPUTE BETWEEN YOU AND A CUSTOMER OR THIRD PARTY. DROPQ WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS OR REVENUES. IN ALL CASES, DROPQ’S TOTAL AGGREGATE LIABILITY TO YOU FOR ANY CLAIM ARISING UNDER THIS AGREEMENT WILL NOT EXCEED THE GREATER OF (i) THE TOTAL PLATFORM FEES YOU PAID TO DROPQ IN THE THREE (3) MONTHS PRECEDING THE CLAIM, OR (ii) ONE HUNDRED U.S. DOLLARS ($100).

You agree to defend, indemnify, and hold harmless DropQ LLC and its owners, officers, employees, and agents from and against any and all claims, demands, liabilities, damages, losses, costs, and expenses (including reasonable attorneys’ fees) arising out of or related to: (a) your products; (b) your acts, omissions, or conduct; (c) your violation of any law or of this Agreement; (d) any harm, injury, or illness connected to anything you sell or deliver; or (e) any dispute between you and a customer or other third party.

Every sale is a transaction solely between you and your customer. DropQ is not a party to it. You are responsible for your relationship with your customers, including order fulfillment, communications, refunds, and resolution of any complaint or dispute.

You must comply with all applicable federal, state, and local laws at all times. You may not create a DropQ store, run a drop, or use the Platform to offer, list, sell, or deliver any product or service that is illegal, restricted, or prohibited under the laws of the state and locality where you operate, prepare, or fulfill orders. This includes, without limitation: controlled substances and cannabis, THC, or CBD products where prohibited; alcohol, tobacco, or vaping products sold without the required license; any food or other good that requires a permit, license, registration, or inspection you do not hold (including applicable cottage-food, food-handler, and health-department requirements); weapons; and recalled, counterfeit, stolen, unsafe, or otherwise unlawful items.

You may also not use the Platform to deceive customers, misrepresent your products, infringe others’ rights, or otherwise violate any law or this Agreement. Determining which laws apply to you and complying with them is your sole responsibility.

If DropQ believes, in its sole discretion, that you have violated this Section or any other part of this Agreement, DropQ may immediately suspend, remove, or permanently ban your store, drops, and account from the Platform, withhold or reverse affected payouts, and report unlawful activity to the appropriate authorities — with or without prior notice, and in addition to any other rights or remedies available to DropQ.

You retain ownership of the content you upload (store name, descriptions, photos). You grant DropQ a non-exclusive, royalty-free license to host, display, and use that content solely to operate and promote the Platform and your storefront. You represent that you have the rights to all content you upload.

This Agreement applies for as long as you use the Platform. You may stop using the Platform at any time. DropQ may suspend or terminate your access at any time, with or without cause. Sections that by their nature should survive termination (including Disclaimer, Limitation of Liability, and Indemnification) will survive.

DropQ may update this Agreement from time to time. If we make material changes, we may require you to review and accept the updated Agreement before continuing to use the Platform. Your continued use after an update constitutes acceptance.

This Agreement is governed by the laws of the State of [STATE], without regard to its conflict-of-laws rules. Any dispute will be resolved in the state or federal courts located in [COUNTY/STATE], and you consent to that jurisdiction.

If any provision of this Agreement is found unenforceable, the remaining provisions stay in effect. This Agreement is the entire agreement between you and DropQ regarding the Platform. DropQ’s failure to enforce a provision is not a waiver.

Questions about this Agreement: dropqteam@gmail.com.