Terms & Conditions
Effective Date: March 19, 2025
1. Introduction
These Terms and Conditions (“Terms,” “Terms and Conditions,” or “Agreement”) govern the use of the Dropnesty website and the purchase, access, and use of services provided by Dropnesty. By accessing the Dropnesty website, submitting an inquiry, scheduling a consultation, purchasing a service, submitting payment, signing a service agreement, electronically accepting an agreement, or otherwise engaging Dropnesty for services, you acknowledge that you have read, understood, and agreed to be bound by these Terms and Conditions.
Dropnesty provides eCommerce development, store creation, automation, marketing, optimization, management, and related digital services. The specific services provided to each customer may differ depending on the package purchased, the applicable invoice, proposal, order, service agreement, or other written arrangement between the parties. These Terms are intended to establish the general terms governing the relationship between Dropnesty and its customers, while package-specific agreements may contain additional provisions applicable to a particular customer or service.
2. Company and Brand Identification
Dropnesty is the brand name under which RJS Dynamic Products LLC provides and operates its eCommerce and digital services. Throughout these Terms, the terms “Dropnesty,” “Company,” “we,” “us,” and “our” refer to RJS Dynamic Products LLC operating under the Dropnesty brand, unless a specific written agreement expressly identifies a different legal entity.
The customer, purchaser, or user of Dropnesty services is referred to throughout these Terms as the “Customer,” “you,” or “your.” These Terms apply to individuals and businesses purchasing or using Dropnesty services.
3. Acceptance of Terms
By purchasing or using any Dropnesty service, the Customer confirms that they have had the opportunity to review these Terms and understand the nature of the services being purchased. If the Customer does not agree to these Terms, the Customer should not purchase or use Dropnesty services.
Where a Customer signs a separate Service Agreement, proposal, order form, or other written agreement, that agreement will be read together with these Terms. Package-specific terms may supplement these Terms and, where expressly stated, may modify provisions contained herein.
4. Nature and Scope of Services
Dropnesty provides various eCommerce and digital services, which may include Shopify store development, WooCommerce store development, store branding, logo design, website imagery, theme customization, product research, product listing, product optimization, marketing setup, advertising setup, store optimization, order processing, customer service assistance, inventory management, payment gateway assistance, ongoing store management, and other related services.
The services provided to a particular Customer are determined by the package purchased and the terms communicated to and accepted by the Customer. A service described generally on the Dropnesty website does not automatically mean that the service is included in every package. The Customer is responsible for reviewing the specific package, invoice, proposal, or Service Agreement applicable to their purchase.
5. Initial Store Development and Setup
Where the Customer purchases an initial store development or setup package, Dropnesty may provide services relating to the creation and preparation of an eCommerce store. Depending on the package purchased, such services may include store creation, store configuration, branding, logo design, website imagery, theme customization, product research, product listing, collection setup, navigation, basic store configuration, initial marketing setup, and other development work expressly included within the applicable package.
The exact scope of the initial development services is determined by the applicable package or written agreement. Dropnesty will make reasonable efforts to complete the agreed deliverables in accordance with the agreed specifications and within the applicable delivery period, subject to the Customer providing the information, approvals, access, and materials necessary for completion.
6. Initial Setup Fee
Any initial setup fee, development fee, store creation fee, or similar one-time fee charged to the Customer is consideration for the initial services and deliverables included within the Customer’s purchased setup package. The initial setup fee is separate from third-party costs, advertising expenditure, and ongoing management fees unless expressly stated otherwise in writing.
The Customer acknowledges that the initial setup fee relates to the initial development and preparation of the store and does not automatically entitle the Customer to indefinite support, management, advertising management, order processing, fulfillment management, customer service, product optimization, or other continuing operational services.
7. Separation of Initial Setup and Ongoing Management
The Customer expressly acknowledges and agrees that the initial setup or development fee and ongoing Management Services are two separate services and two separate financial arrangements. Payment of an initial setup or development fee does not constitute payment for, a deposit toward, or prepayment of ongoing Management Services.
The initial setup fee is charged for the development and preparation of the store and for the specific deliverables included in the purchased package. Ongoing Management Services, where purchased, constitute a separate service arrangement and are subject to their own applicable terms.
The Customer further acknowledges that the initial setup fee has no relationship to the compensation Dropnesty receives for ongoing Management Services. The setup fee is not a management fee, is not a commission, is not a deferred management payment, and is not an advance against future profit-sharing obligations.
8. Ongoing Management Services
Where the Customer separately elects to receive ongoing Management Services from Dropnesty, such services will be provided under the applicable management arrangement agreed between the parties. Unless otherwise expressly agreed in writing, Dropnesty’s standard ongoing management arrangement is based on a ninety percent (90%) Customer and ten percent (10%) Dropnesty Net Profit-sharing model.
Under the standard arrangement, the Customer retains ninety percent (90%) of applicable monthly Net Profit, while Dropnesty receives ten percent (10%) of applicable monthly Net Profit as compensation for providing the separate ongoing Management Services.
The ten percent (10%) management share is not an installment payment, deferred portion, recurring portion, or continuation of the initial setup fee. It is separate consideration for separate ongoing services.
9. No Implied Management Obligation
A Customer who purchases only an initial store development or setup service does not automatically receive ongoing Management Services. Likewise, payment of an initial setup fee does not create an obligation for Dropnesty to indefinitely operate, manage, advertise, optimize, fulfill, or otherwise run the Customer’s business.
Where ongoing management has not been separately agreed upon, Dropnesty’s obligations after completion of the initial development services are limited to those expressly included in the applicable package, agreement, guarantee, warranty, or Refund Policy.
10. Definition of Net Profit
For purposes of a standard 90/10 Management Services arrangement, “Net Profit” means the amount remaining from applicable store revenue after applicable business expenses have been deducted. Such expenses may include product costs, supplier costs, shipping and fulfillment costs, advertising expenditure, Shopify or WooCommerce fees, payment processing fees, refunds, chargebacks, third-party applications, software costs, platform fees, and other directly attributable business expenses.
Dropnesty’s ten percent (10%) share applies to Net Profit rather than gross revenue. Accordingly, the Customer does not owe Dropnesty ten percent (10%) of gross sales merely because the store generated revenue. The precise calculation of Net Profit may be further defined in the Customer’s applicable Service Agreement.
11. Management Services and Profit-Sharing
Where Management Services are provided under the standard 90/10 arrangement, Dropnesty may provide ongoing operational and optimization services relating to the Customer’s store. Such services may include virtual inventory management, order processing, customer service assistance, store monitoring, product optimization, store optimization, feedback and review management, marketing optimization, advertising management, performance monitoring, operational adjustments, fulfillment assistance, and other management activities expressly included in the applicable arrangement.
The scope of Management Services may vary depending on the Customer’s package or Service Agreement. The Customer acknowledges that the provision of Management Services does not transfer ownership of the Customer’s business to Dropnesty and does not establish a partnership, employment relationship, joint venture, or agency relationship between the parties.
12. Management Invoices and Payment
Where Dropnesty is entitled to compensation under a 90/10 profit-sharing arrangement, Dropnesty may issue monthly invoices for its share of Net Profit. Unless a separate written agreement provides otherwise, such invoices are due and payable within seven (7) days of receipt.
The Customer agrees to provide reasonable information, records, account access, and other information necessary to calculate Net Profit accurately. Failure to provide information necessary for calculation or payment of the management share does not eliminate the Customer’s underlying obligation.
13. Store Design and Revisions
Dropnesty is committed to delivering stores that meet the agreed specifications and to working with Customers to address reasonable design preferences and requested changes within the scope of the purchased service.
Where revisions are included in the Customer’s package, Dropnesty will provide revisions without an arbitrary fixed number of revision rounds. The Customer may request reasonable changes to design, layout, branding, colors, fonts, imagery, product presentation, navigation, content placement, store structure, and other included deliverables.
Dropnesty’s revision commitment is intended to allow the Customer to refine the purchased deliverables and communicate preferences until the Customer is reasonably satisfied with the work within the agreed scope.
14. Unlimited Revisions
Where unlimited revisions are offered, the Customer may request revisions as reasonably necessary to the deliverables included within the original purchase. Dropnesty will not impose a fixed numerical limit on legitimate revision requests that relate to the original scope of work.
Unlimited revisions do not mean that the Customer may continuously add entirely new services, unrelated projects, additional stores, custom software development, or substantially expanded work that was not included in the original purchase. Requests that materially expand the original scope may be treated as additional services and may require a separate agreement or fee.
15. Store Functionality Guarantee
Dropnesty is responsible for using reasonable efforts to ensure that the store delivered to the Customer is functional and substantially operates according to the agreed scope. If a technical or functional issue arises that is attributable to Dropnesty’s work, Dropnesty will work to investigate and rectify the issue.
Where appropriate, corrective action may include modifying configurations, correcting technical issues, rebuilding affected sections, replacing affected components, performing additional troubleshooting, or taking other reasonable corrective measures.
Where the nature of the issue makes correction impractical or unreasonable, Dropnesty may, at its discretion and where technically and legally possible, create and provide a replacement store or substantially rebuild the affected store.
16. Customer Dissatisfaction With Store
The Customer’s dissatisfaction with the appearance, structure, branding, product presentation, or other subjective aspects of the store does not automatically mean that the service has failed. Dropnesty provides revisions so that Customers can communicate their preferences and request reasonable changes within the agreed scope.
Where a Customer does not like the initial design or other included deliverable, Dropnesty will work with the Customer to revise the applicable work without an additional revision charge, subject to the original scope of service.
The purpose of the revision process is to provide the Customer with an opportunity to refine the work rather than requiring the Customer to accept the first version presented.
17. Technical Issues After the Refund Period
Dropnesty’s commitment to rectify qualifying technical or functional issues is not necessarily limited to the thirty-day refund period. Where an issue is attributable to Dropnesty’s work and falls within Dropnesty’s reasonable scope of responsibility, Dropnesty may continue to assist in rectifying the issue after the expiration of the applicable refund period.
The expiration of the refund period does not mean that Dropnesty will intentionally leave a qualifying technical issue unresolved. Rather, refund eligibility and corrective-service obligations are separate matters. A Customer may lose the right to request a refund after the applicable refund period while still being entitled to reasonable corrective assistance for qualifying issues.
18. Refund Policy
Dropnesty maintains a separate Refund, Store Guarantee & Service Protection Policy that governs refund eligibility and related customer protections. The Refund Policy should be reviewed together with these Terms before purchasing services.
Generally, qualifying refund requests must be submitted within thirty (30) days of the original purchase date. Refund eligibility is subject to the conditions contained in the applicable Refund Policy and is not an unconditional right to a refund.
Where a qualifying technical issue originates from Dropnesty and Dropnesty is unable to resolve that issue within the period specified in the applicable Refund Policy, the Customer may qualify for a refund subject to the requirements and limitations contained in that policy.
19. No Refund for Change of Mind
Except where expressly provided under the applicable Refund Policy or required by applicable law, Dropnesty does not provide refunds solely because a Customer changes their mind or no longer wishes to continue with the business.
Personal circumstances, family decisions, changes in business plans, loss of interest, lack of available time, changes in financial circumstances, a decision to pursue another business model, business closure, or similar personal or commercial decisions do not by themselves constitute qualifying grounds for a refund.
Dropnesty nevertheless remains committed to addressing legitimate service issues and will provide applicable revisions and corrective assistance in accordance with the applicable policies.
20. Third-Party Platform Suspensions
Dropnesty is not responsible for independent decisions made by Shopify, WooCommerce, Meta, Facebook, Instagram, TikTok, Stripe, PayPal, payment processors, advertising platforms, suppliers, hosting providers, domain providers, or other third-party service providers.
If a third-party platform suspends, restricts, closes, rejects, limits, or otherwise affects a Customer’s account, Dropnesty will use reasonable efforts to assist the Customer where the issue falls within Dropnesty’s scope of service. However, Dropnesty cannot guarantee reinstatement, approval, restoration of access, release of funds, advertising approval, payment gateway approval, or reversal of a third-party decision.
Where permitted by the relevant platform, Dropnesty may assist the Customer in creating or configuring a replacement store or account. Third-party account action does not automatically constitute a failure by Dropnesty to provide its contracted services.
21. Promotional Purchases
Promotional, discounted, introductory, limited-time, special-price, or otherwise reduced-price purchases remain subject to these Terms and the applicable Refund Policy.
A promotional price does not automatically create additional refund rights or alter the scope of the services purchased. Customers who purchase promotional services remain entitled to applicable revisions, qualifying technical corrections, and other protections expressly provided under the applicable service agreement and Refund Policy.
22. Payment Terms
Payment terms may differ depending on the package purchased. The applicable invoice, proposal, order, or Service Agreement will determine the amount payable, payment schedule, deposit requirements, balance requirements, and other applicable payment conditions.
Unless expressly stated otherwise, the Customer is responsible for transaction fees, payment processing charges, applicable taxes, third-party platform fees, and other costs associated with operating the Customer’s business.
23. Third-Party Costs
Unless expressly included in writing, Dropnesty service fees do not include Shopify subscriptions, WooCommerce hosting, domain registration, payment processing charges, advertising expenditure, third-party applications, software subscriptions, supplier charges, shipping charges, fulfillment charges, or other third-party business expenses.
The Customer remains responsible for paying such costs directly or otherwise funding them as required for the operation of the business.
24. Advertising
Where advertising services or marketing setup are included, Dropnesty may assist with Facebook, Instagram, Meta, or other applicable advertising platforms. Such assistance may include campaign configuration, audience setup, advertising structure, creative implementation, monitoring, testing, optimization, or other activities included within the Customer’s package.
Advertising expenditure is separate from Dropnesty’s service fees unless expressly stated otherwise. The Customer is responsible for providing the advertising budget required under the applicable package.
25. Advertising Performance
Dropnesty does not guarantee advertising approval, specific advertising costs, specific cost per acquisition, specific return on advertising spend, specific number of leads, specific number of purchases, specific revenue, or specific profit.
Advertising platforms independently control their approval processes, algorithms, policies, restrictions, account reviews, and advertising systems. Changes made by those platforms may materially affect advertising performance even where Dropnesty has properly performed its services.
26. Delivery Timeline
Where a specific delivery period is provided, the delivery timeline will generally begin after Dropnesty has received all required payments, information, account access, approvals, documents, and materials necessary to begin and complete the applicable work.
Where a package provides for delivery within fifteen (15) business days, that period will be calculated from the date on which the necessary prerequisites have been received. Delays caused by the Customer’s failure to provide information, access, approvals, materials, or responses may extend the delivery timeline accordingly.
27. Definition of Delivery
For purposes of these Terms, delivery generally means that the applicable store or deliverable has been substantially completed in accordance with the agreed scope and has been made available to the Customer for review, access, transfer, or approval.
A Customer’s failure to promptly access, review, approve, respond to, or otherwise interact with a completed deliverable does not automatically constitute a failure by Dropnesty to deliver the applicable service.
28. Customer Responsibilities
The Customer agrees to cooperate reasonably with Dropnesty throughout the service process. The Customer is responsible for providing accurate and complete information, documents, account access, approvals, materials, business information, product information, and other items reasonably required for the performance of the services.
The Customer also agrees to respond to reasonable communications and requests in a timely manner. Delays caused by the Customer may affect project timelines, advertising campaigns, store development, management, and other services.
29. Customer-Provided Materials
Where the Customer provides logos, photographs, product information, written content, videos, brand materials, product claims, images, or other materials to Dropnesty, the Customer represents that they have the necessary rights, licenses, permissions, and authority to provide and use those materials.
The Customer remains responsible for claims arising from Customer-provided materials that infringe intellectual property rights, violate applicable laws, contain unlawful claims, or otherwise violate the rights of third parties.
30. Store Ownership and Business Ownership
Unless otherwise expressly stated in a written agreement, the Customer’s store and underlying business remain the Customer’s business. Dropnesty’s development or management of a store does not transfer ownership of the Customer’s business to Dropnesty.
Ownership and access to Shopify, WooCommerce, domain, payment, advertising, supplier, and other third-party accounts remain subject to the rules and policies of those platforms and the terms of the applicable Customer agreement.
31. Intellectual Property and Copyright
Subject to the Customer satisfying applicable payment obligations and subject to the terms of the applicable Service Agreement, the Customer will own the copyright to custom content specifically created and delivered by Dropnesty for the Customer.
The Customer may use, publish, edit, modify, and otherwise utilize such delivered content for the Customer’s business. Dropnesty does not claim ownership of the Customer’s custom delivered content merely because Dropnesty created it.
This provision does not transfer ownership of third-party software, Shopify technology, WooCommerce technology, licensed themes, third-party applications, stock assets, third-party images, fonts, software, pre-existing Dropnesty materials, proprietary systems, tools, processes, or other materials owned or licensed by third parties. Such materials remain subject to their applicable ownership and licensing terms.
32. Third-Party Platforms and Services
The operation of an eCommerce business may depend on third-party platforms and providers. Such providers may include Shopify, WooCommerce, Meta, Facebook, Instagram, TikTok, Stripe, PayPal, payment processors, advertising networks, suppliers, shipping providers, domain providers, hosting providers, application providers, and software companies.
Dropnesty does not control the policies, fees, availability, approval procedures, algorithms, security systems, restrictions, account reviews, or other decisions made by such third parties.
33. Account Suspensions and Restrictions
If a Customer’s account is suspended, restricted, closed, rejected, or otherwise limited by a third-party provider, Dropnesty may provide reasonable assistance where the matter falls within the scope of the services.
Dropnesty does not guarantee that a third party will reinstate an account, approve an application, release funds, restore access, approve advertising, or reverse a restriction.
Where permitted, Dropnesty may assist in establishing or configuring a replacement store or account. Dropnesty is not responsible for losses caused solely by an independent decision of a third-party provider.
34. Customer Changes to Managed Stores
Where Dropnesty provides ongoing Management Services, the Customer agrees not to make material changes to products, pricing, themes, applications, advertising, tracking, payment settings, fulfillment systems, suppliers, or other operational elements without communicating with Dropnesty where such changes could materially interfere with store management or performance.
Dropnesty will not be responsible for performance issues, tracking problems, advertising problems, fulfillment problems, technical problems, or other consequences caused by unauthorized changes made by the Customer or another person acting on the Customer’s behalf.
35. Reinvestment
Where the Customer receives Management Services under a profit-sharing arrangement, Dropnesty may recommend reinvesting profits into advertising, inventory, testing, scaling, or other business expenses where reasonably appropriate.
Any recommendation to reinvest is a business recommendation and does not constitute a guarantee that the reinvestment will generate a particular return.
36. No Guarantee of Sales or Profit
The Customer acknowledges that eCommerce involves substantial commercial uncertainty and that no service provider can guarantee a particular financial outcome.
Dropnesty does not guarantee a particular level of sales, revenue, orders, profit, Net Profit, return on advertising spend, conversion rate, customer acquisition, traffic, or business growth.
Store performance may be affected by product demand, market conditions, competition, consumer behavior, advertising costs, supplier performance, shipping, economic conditions, platform policies, seasonality, and numerous other factors outside Dropnesty’s reasonable control.
Dropnesty’s obligation is to provide the services expressly agreed upon and to use reasonable efforts in performing those services. The provision of services should not be interpreted as a guarantee of commercial success.
37. Confidentiality
Each party agrees to treat non-public information received from the other party as confidential where the information reasonably should be understood to be confidential.
Confidential information may include business strategies, store information, product research, marketing strategies, financial information, operational information, customer information, internal processes, and other non-public business information.
Confidential information may be disclosed where required by law or where reasonably necessary to perform the applicable services.
38. Website Use
The Dropnesty website is provided for general informational and business purposes. You agree not to use the website for unlawful purposes or in a manner that could interfere with the operation, security, integrity, or availability of the website.
You may not attempt unauthorized access, introduce malicious software, interfere with website systems, impersonate another person, submit fraudulent information, compromise website security, or otherwise use the website in violation of applicable law.
39. Website Information
Dropnesty makes reasonable efforts to provide accurate and useful information through its website. However, website content may contain errors, omissions, outdated information, typographical errors, or other inaccuracies.
To the maximum extent permitted by applicable law, Dropnesty does not guarantee that all information published on the website will always be complete, accurate, current, or error-free.
Information appearing on the website should not be interpreted as a contractual guarantee unless expressly incorporated into a Customer’s specific written agreement.
40. No Professional Advice
Unless expressly stated otherwise in writing, information provided by Dropnesty through its website, communications, marketing materials, consultations, or educational materials does not constitute legal, tax, accounting, financial, investment, or other regulated professional advice.
Customers should obtain independent professional advice where appropriate for their individual circumstances.
41. Customer Business Compliance
The Customer is responsible for ensuring that their business complies with all laws, regulations, platform rules, and other requirements applicable to their business.
This may include requirements relating to advertising, consumer protection, intellectual property, taxation, business registration, privacy, product safety, product claims, shipping, import and export requirements, payment processing, data protection, and platform policies.
Dropnesty’s assistance with the creation, management, or marketing of a store does not transfer the Customer’s legal or regulatory responsibilities to Dropnesty.
42. Products Sold by the Customer
The Customer remains responsible for the products offered through their store, including their legality, authenticity, safety, quality, labeling, claims, pricing, availability, and fulfillment.
Dropnesty’s assistance with product research, sourcing, listing, marketing, or store development does not by itself make Dropnesty the manufacturer, seller, importer, distributor, or legal owner of those products.
43. Suppliers
Where a Customer’s business relies upon suppliers, Dropnesty cannot guarantee supplier inventory, pricing, shipping times, product quality, fulfillment, availability, reliability, or continued operation.
Where supplier-related services are included in the Customer’s Management Services, Dropnesty will use reasonable efforts to perform the agreed services, but third-party supplier performance remains outside Dropnesty’s direct control.
44. Payment Gateways
Dropnesty may assist Customers with the setup or configuration of payment gateways such as Stripe, PayPal, or other payment providers where such assistance is included in the purchased service.
Approval, continued operation, transaction processing, account restrictions, payment holds, and account termination remain under the control of the applicable payment provider. Dropnesty cannot guarantee approval or continued access to any third-party payment service.
45. Customer Expectations
The Customer acknowledges that purchasing an eCommerce store, automation service, marketing service, or Management Service involves commercial risk. The Customer remains responsible for making independent decisions concerning business investment, advertising expenditure, reinvestment, products, pricing, business strategy, and continuation of the business.
Dropnesty will provide the services agreed upon but cannot guarantee a particular business outcome.
46. No Reliance on Unwritten Promises
The Customer agrees that the services are being purchased based upon the applicable written agreement, order, proposal, invoice, package description, these Terms, and other expressly incorporated written terms.
Statements, examples, projections, estimates, testimonials, or general marketing materials should not be interpreted as binding guarantees unless expressly stated as such in the applicable written agreement.
47. Indemnification
To the maximum extent permitted by applicable law, the Customer agrees to indemnify and hold harmless RJS Dynamic Products LLC, Dropnesty, its affiliates, employees, contractors, agents, representatives, and service providers from claims, damages, losses, liabilities, costs, and reasonable expenses arising from the Customer’s unlawful use of the services, breach of these Terms, violation of third-party rights, Customer-provided materials, business activities, violation of platform rules, fraudulent or unlawful conduct, claims concerning products sold by the Customer, or infringement of intellectual property rights.
This provision applies only to the extent permitted by applicable law.
48. Limitation of Liability
To the maximum extent permitted by applicable law, Dropnesty will not be liable for indirect, incidental, consequential, special, exemplary, or punitive damages arising from or relating to the services.
This includes, where legally permissible, claims relating to lost profits, lost revenue, lost business opportunities, lost customers, lost data, advertising losses, business interruption, platform suspension, account closure, payment holds, supplier failures, third-party service failures, market losses, or expected business results.
To the maximum extent permitted by applicable law, Dropnesty’s aggregate liability for claims arising from a specific service will be limited to the amount actually paid by the Customer to Dropnesty for that specific service, except where applicable law prohibits such limitation.
Nothing in these Terms is intended to exclude or limit liability that cannot legally be excluded or limited.
49. Force Majeure
Dropnesty will not be responsible for delays or failures in performance resulting from circumstances beyond its reasonable control. Such circumstances may include natural disasters, government actions, internet outages, platform outages, hosting failures, payment processor outages, cybersecurity incidents, labor disruptions, supplier disruptions, telecommunications failures, power failures, third-party service interruptions, acts of war, civil disturbances, or other events beyond reasonable control.
Where reasonably possible, Dropnesty will make reasonable efforts to mitigate the effects of such circumstances.
50. Management Term and Termination
The duration of Management Services and any minimum management commitment may vary according to the Customer’s package or separate Service Agreement.
Where the Customer has agreed in writing to a minimum management period, the Customer will remain subject to that commitment unless termination is expressly permitted under the applicable agreement or required by applicable law.
Termination of Management Services does not eliminate payment obligations that accrued before termination. Any outstanding management fees, profit-sharing amounts, balances, or other amounts that became due before termination remain payable.
51. Effect of Termination
Upon termination of a Customer relationship, all payment obligations that accrued before termination remain due. Confidentiality obligations, intellectual property provisions, indemnification provisions, limitation-of-liability provisions, dispute provisions, governing-law provisions, and any other provisions that by their nature are intended to survive termination will continue to apply to the extent permitted by law.
Termination does not automatically create a right to a refund. Any refund entitlement will be determined under the applicable Refund Policy and Service Agreement.
52. No Partnership or Agency
Nothing contained in these Terms creates a partnership, employment relationship, agency relationship, fiduciary relationship, or joint venture between Dropnesty and the Customer.
The Customer operates an independent business and remains responsible for its own business decisions, obligations, legal compliance, taxes, products, and customers.
53. Electronic Communications
The Customer agrees that Dropnesty may communicate electronically through email, customer support channels, project management systems, assigned Project Managers, or other designated communication methods.
Electronic communications may constitute valid notices where appropriate. The Customer is responsible for maintaining a current email address and monitoring communications relating to their services.
54. Electronic Acceptance
Electronic signatures, digital signatures, online acceptance, checkboxes, electronic acknowledgments, payment confirmations, and other electronic methods of acceptance may constitute valid acceptance of these Terms and applicable agreements to the extent permitted by law.
By electronically accepting an agreement or submitting payment after being provided access to these Terms, the Customer acknowledges acceptance of the applicable terms.
55. SMS Messaging Terms
By opting into SMS communications from Dropnesty, the Customer agrees to receive text messages relating to appointments, customer support, service updates, account notifications, responses to inquiries, and other service-related communications.
Message frequency varies, and message and data rates may apply depending on the Customer’s mobile carrier and plan. The Customer may reply STOP to unsubscribe from SMS communications or HELP for assistance. Consent to receive SMS communications is not a condition of purchasing Dropnesty services.
56. Privacy
Dropnesty may collect and process information necessary to operate its website, communicate with Customers, process purchases, provide services, manage accounts, and perform contractual obligations.
The collection and handling of personal information is governed by Dropnesty’s Privacy Policy, which should be reviewed separately.
57. Customer Account Security
Customers are responsible for maintaining the security of their third-party accounts and credentials. Where account access is required for Dropnesty to perform services, the Customer authorizes Dropnesty to access and use the applicable account only to the extent reasonably necessary to provide the purchased services.
The Customer should not provide unnecessary passwords or confidential credentials through insecure channels.
58. No Waiver
A failure by Dropnesty to immediately enforce any provision of these Terms does not constitute a waiver of Dropnesty’s right to enforce that provision in the future.
A waiver of any provision must be expressly provided and will apply only to the specific circumstance for which it was granted unless otherwise stated in writing.
59. Severability
If any provision of these Terms is determined to be invalid, unlawful, or unenforceable, that provision will be modified or limited to the minimum extent necessary where legally permissible, and the remaining provisions will continue in full force and effect to the maximum extent permitted by law.
60. Entire Agreement
These Terms, together with the applicable Service Agreement, invoice, order, proposal, package terms, Refund Policy, and other written documents expressly incorporated into the Customer’s purchase, constitute the agreement governing the applicable relationship between Dropnesty and the Customer.
No provision should be interpreted independently where the Customer has entered into a more specific written agreement governing the same subject matter.
61. Order of Precedence
Where a specific Customer agreement contains terms that conflict with these general Terms, the specific signed Service Agreement will generally control with respect to that Customer, followed by any specific written amendment or addendum, applicable order, invoice, or proposal, applicable Refund Policy, and these general Terms, unless applicable law requires otherwise.
This order is intended to ensure that negotiated Customer-specific terms are not unintentionally overridden by general website language.
62. Changes to These Terms
Dropnesty may modify these Terms from time to time to reflect changes to its services, business practices, legal requirements, or website operations.
The most current version may be published on the Dropnesty website. Changes will generally apply prospectively unless otherwise required by law or applicable agreement.
An existing signed Service Agreement will continue to be governed by the terms applicable to that agreement unless modification is otherwise permitted under the agreement or applicable law.
63. Governing Law
These Terms and any dispute arising from or relating to the services will be governed by the laws of the jurisdiction identified in the applicable Customer Service Agreement, without regard to conflict-of-law principles, except to the extent otherwise required by applicable law.
Where a specific Service Agreement identifies governing law, jurisdiction, venue, arbitration, or another dispute-resolution mechanism, those provisions will apply to the extent legally enforceable.
64. Dispute Resolution
Before initiating formal legal proceedings concerning a dispute, the parties are encouraged to attempt to resolve the matter in good faith through direct communication.
Customers should first contact Dropnesty at support@dropnesty.com and provide sufficient information concerning the issue so that Dropnesty has a reasonable opportunity to review the matter.
The parties may review the applicable agreement, project records, communications, payment records, deliverables, and other relevant information in an effort to resolve the dispute.
Nothing in this section prevents either party from exercising rights that cannot legally be waived or restricted.
65. Third-Party Links and Resources
The Dropnesty website or services may contain references to third-party websites, applications, tools, platforms, or resources. Dropnesty does not control and is not responsible for the content, availability, security, policies, fees, services, or performance of third-party resources.
Customers are responsible for reviewing the applicable terms, privacy policies, and other conditions imposed by third-party providers before using their services.
66. Reviews and Feedback
Customers may voluntarily provide feedback, reviews, testimonials, suggestions, or other comments concerning Dropnesty’s services. Dropnesty may use such information for internal business improvement purposes.
Any public use of identifiable customer testimonials, names, photographs, recordings, or other identifying information will be subject to applicable permissions and agreements.
67. Business and Tax Responsibility
The Customer remains responsible for their own business registration, taxation, accounting, regulatory compliance, licenses, permits, product compliance, consumer obligations, and other legal responsibilities.
Dropnesty does not provide legal, tax, accounting, investment, or financial advice unless expressly agreed in writing.
68. Products and Product Claims
The Customer remains responsible for products sold through the Customer’s store, including the legality, authenticity, quality, safety, labeling, availability, pricing, claims, and fulfillment of those products.
Dropnesty’s assistance with product research, sourcing, listing, advertising, or store development does not transfer legal responsibility for the Customer’s products to Dropnesty.
69. No Guarantee of Third-Party Approval
Dropnesty may assist with applications, configurations, submissions, or account setup involving third-party providers. However, the ultimate decision to approve, reject, restrict, suspend, or terminate an account belongs to the applicable third-party provider.
Dropnesty does not guarantee approval or continued access to Shopify, WooCommerce, Meta, Facebook, Instagram, TikTok, Stripe, PayPal, advertising platforms, payment processors, suppliers, hosting providers, domain providers, or other third-party services.
70. Survival of Terms
Any provisions which by their nature should survive termination or expiration of the Customer relationship will continue to apply after termination. Such provisions include, where applicable, payment obligations, confidentiality, intellectual property, indemnification, limitation of liability, dispute resolution, governing law, and other provisions intended to survive termination.
71. Contact Information
Questions concerning these Terms, Dropnesty services, refund requests, technical issues, service concerns, or other Customer matters may be directed to support@dropnesty.com.
Dropnesty is operated and provided by RJS Dynamic Products LLC.
72. Final Customer Acknowledgment
By purchasing, accessing, or using Dropnesty services, the Customer acknowledges that they have read and understood these Terms and agree to comply with them. The Customer specifically acknowledges that the initial store setup or development fee is separate from ongoing Management Services and that payment of the initial setup fee does not automatically purchase, prepay, or include ongoing Management Services.
Where ongoing Management Services are separately purchased, the Customer acknowledges that such services may be provided under a ninety percent (90%) Customer and ten percent (10%) Dropnesty Net Profit-sharing arrangement. The Customer understands that the ten percent (10%) management share is compensation for separate ongoing services and is not an installment, deferred payment, recurring portion, or continuation of the initial setup fee.
The Customer further acknowledges that eCommerce involves commercial risk and that Dropnesty does not guarantee a particular level of sales, revenue, orders, advertising performance, or profit. The Customer understands that third-party platforms and providers operate independently of Dropnesty and that their decisions, policies, restrictions, suspensions, fees, and technical changes may affect the Customer’s business.
The Customer also acknowledges that Dropnesty provides revisions and corrective assistance in accordance with the applicable service package and Refund, Store Guarantee & Service Protection Policy, including reasonable efforts to correct qualifying technical or functional issues and, where appropriate, provide a replacement store where a qualifying issue cannot reasonably be corrected.
By purchasing or using Dropnesty services, the Customer confirms that they have had an opportunity to review these Terms and the applicable Refund Policy and that they agree to be bound by the terms applicable to their specific purchase.
Dropnesty
Operated and provided by RJS Dynamic Products LLC
Email: support@dropnesty.com