Terms and Conditions

Ddrops Company has provided a variety of content, tools, and information on this website. By accessing or using our website, you agree that you have read, and agree to accept and comply with the terms and conditions stated herein “Terms of Use”.

The contents of this website are for informational purposes and are not intended to offer personal medical advice. You should seek the advice of your physician or other qualified health provider with any questions you may have regarding a medical condition. Never disregard professional medical advice or delay in seeking it because of something you have read on this website.

By using the website, you are: (i) representing that you have reached the legal age of majority in your jurisdiction of residence; (ii) representing that you are a resident of Canada, the United States of America or United Kingdom; (iii) indicating your acceptance of, and agreement to be legally bound by, all of these Terms Use, as they govern your access to and use of the website and any services, products, materials, or information available on or through the website; and (iii) agreeing to comply with all applicable laws and regulations as they may change from time to time. IF YOU DO NOT ACCEPT AND AGREE TO BE LEGALLY BOUND BY AND COMPLY WITH ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT, YOU ARE NOT PERMITTED TO ACCESS OR OTHERWISE USE THE WEBSITE.

By accessing and/or using the website, you agree to these Terms of Use. In some instances, both these Terms of Use and separate guidelines, rules, or terms of use or sale setting forth additional or different terms and/or conditions will apply to your use of the website or to a service or product offered via the website (in each such instance, and collectively “Additional Terms”). To the extent there is a conflict between these Terms of Use and any Additional Terms, the Additional Terms will control unless the Additional Terms expressly state otherwise. Additionally, certain features and services made available through the website from time to time may be governed by different terms of use.

These Terms of Use refer to our Privacy Policy, which also applies to your use of the website and the information we collect from you on the website.

Ddrops Company solely owns and operates this website. All materials on this website are considered property of Ddrops Company, or are used with permission/under licence, and are protected by intellectual property and other laws of Canada, the United States, the United Kingdom and other jurisdictions. Subject to your strict compliance with these Terms of Use, Ddrops Company grants you a limited, non-exclusive, revocable, non-assignable, personal, and non-transferable license to: (i) download (temporary storage only), display, view, use, play, and/or print one copy of the website content (excluding source and object code in raw form or otherwise, other than as made available to access and use to enable display and functionality) on a personal computer, mobile phone or other wireless device, or other Internet enabled device for your personal, non-commercial use only. Materials that are viewed, printed, and/or downloaded from this website are to be used only for personal non-commercial use (provided all original copyright, trade-mark and other notices are preserved in their original form) and may not be used for any commercial purposes. No materials may be copied, reproduced, modified, republished, uploaded, posted, distributed, or transmitted, without prior written consent from Ddrops Company. The use of such materials is strictly prohibited. For the avoidance of any doubt, the foregoing licence, and your use of the website does not grant or transfer to you or any other party any ownership or other rights in the website content. The foregoing licence and your ability to use the website may may be immediately suspended or terminated for any reason, in Ddrops Company’s sole discretion, and without advance notice or liability. Your ability to use this website is automatically revoked upon termination or expiration of these Terms of Use (whichever occurs first). We expressly reserve all rights not expressly granted herein.

You agree that you will not: (i) use the website for any political or commercial purpose (including, without limitation, for purposes of advertising, soliciting funds, collecting product prices, and selling products); (ii) use any meta tags or any other “hidden text” utilizing any Trademarks (defined below); (iii) engage in any activities through or in connection with the website that seek to attempt to or do harm any individuals or entities or are unlawful, offensive, obscene, lewd, lascivious, filthy, violent, threatening, bullying, harassing, or abusive, or that violate any right of any third party, or are otherwise objectionable to Ddrops Company; (iv) reverse engineer, decompile, disassemble, reverse assemble, or modify any website source or object code or any software or other products, services, or processes accessible through any portion of the website; (v) engage in any activity that interferes with a user’s access to the website or the proper operation of the website, or otherwise causes harm to the website, Ddrops Company, or other users of the website; (vi) interfere with or circumvent any security feature of the website or any feature that restricts or enforces limitations on use of or access to the website, the content, or the User Content (defined below); (vii) harvest or otherwise collect or store any information (including personally identifiable information about other users of the website, including email addresses, without the express consent of such users); (viii) attempt to gain unauthorized access to the website, other computer systems or networks connected to the website, through password mining or any other means; or (ix) otherwise violate these Terms of Use or any Additional Terms.

You also agree that, in using the website: (i) you will not monitor, gather, copy, or distribute the content (except as may be a result of standard search engine activity or use of a standard browser) on the website by using any robot, rover, “bot”, spider, scraper, crawler, spyware, engine, device, software, extraction tool, or any other automatic device, utility, or manual process of any kind; (ii) you will not frame or utilize framing techniques to enclose any such content (including any images, text, or page layout); (iii) you will keep intact all Trademark, copyright, and other intellectual property notices contained in such content; (iv) you will not use such content in a manner that suggests an unauthorized association with any of our or our licensors’ products, services, or brands; (v) you will not make any modifications to such content; (vi) you will not copy, modify, reproduce, archive, sell, lease, rent, exchange, create derivative works from, publish by hard copy or electronic means, publicly perform, display, disseminate, distribute, broadcast, retransmit, circulate or transfer to any third party or on any third-party application or website, or otherwise use or exploit such content in any way for any purpose except as specifically permitted by these Terms of Use or any Additional Terms or with the prior written consent of an officer of Ddrops Company or, in the case of content from a licensor, the owner of the content; and (vii) you will not insert any code or product to manipulate such content in any way that adversely affects any user experience. Ddrops Company may immediately suspend or terminate the availability of the website and content (and any elements and features of them), in whole or in part, for any reason, in Ddrops Company’s sole discretion, and without advance notice or liability.

Certain features and/or portions of this website may permit you to upload, post or otherwise transmit content that you have created, including reviews of Ddrops products (the “User Content”). All communications from you to this website, in the form of comments, questions, or general feedback, will be considered non-confidential and non-proprietary.

You agree that you shall not use the website to upload, post, communicate or otherwise submit or transmit through, or to, the website any User Content that, as determined in the sole and absolute discretion of Ddrops Company:

• i. claims or depicts that any Ddrops Company product, or any third party product, has any effect or benefit other than those effects or benefits that are described in the product materials provided by Ddrops Company, or the manufacturer/distributor of such product. If you have had an adverse reaction to one of our products, you may contact us using the information in Section 19 below. If you inform us of an adverse reaction to one of our products, such as an allergic reaction or other health issue, we may be required to report the matter to health regulatory authorities. We may also contact you to ask you for more information about your experience. If you have an urgent healthcare related matter please contact your healthcare provider or go to your nearest emergency facility.
• ii. may degrade, disparage, tarnish or deprecate Ddrops Company or its products and/or the public image or standing in the community of Ddrops Company or its products, provided it is understood that this shall not be interpreted to prohibit you from expressing your true and honest experience with Ddrops Company or its products in a manner prohibited under applicable law;
• iii. is be defamatory, trade libelous, pornographic or obscene;
• iv. is deemed, to contain, depict, include, discuss or involve, without limitation, any of the following: nudity; alcohol/drug consumption or smoking; explicit or graphic sexual activity, or sexual innuendo; crude, vulgar or offensive language and/or symbols; derogatory characterizations of any ethnic, racial, sexual, religious or other groups; content that endorses, condones and/or discusses any illegal, inappropriate or risky behaviour or conduct; personal information of other individuals, including, without limitation, names, telephone numbers and addresses (physical or electronic); commercial messages, comparisons or solicitations for products or services other than products of Ddrops Company; any identifiable third party products, trade-marks, brands and/or logos, other than those of Ddrops Company; conduct or other activities in violation of these Terms of Use; and/or any other content that is or could be considered inappropriate, unsuitable or offensive, all as determined by Ddrops Company in its sole and absolute discretion;
• v. contains any reference to or likeness of any identifiable third parties, unless consent has been obtained from each such individual and his/her parent/legal guardian if he/she is under the age of majority in his/her jurisdiction of residence;
• vi. infringes, or might infringe, the intellectual property rights, privacy rights, rights of publicity, or other proprietary rights of others or give rise to any claims for payment whatsoever;
• vii. contains any viruses, trojan horses, time bombs, or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment; or
• viii. contains (in any format or media) any music, logos, trademarks or other copyrighted materials (e.g., photographs, pictures, texts, lyrics, etc.) unless you have first obtained consent from the owner of such materials.

By using the website and providing content, you: (i) grant to Ddrops Company a world-wide, perpetual, irrevocable, transferable, sub-licensable, royalty-free, non-exclusive, and unrestricted license to copy, reproduce, adapt, transmit, edit, modify, or otherwise use, publicly display, distribute, translate and create compilations and derivative works from, any and all User Content (in any format or media) that you post on, upload or otherwise submit to or through, the website; and (ii) waive all moral rights in and to all User Content that you post on, upload or otherwise submit to or through, the website in favour of Ddrops Company. For greater certainty and the avoidance of doubt, this means that, among other things, Ddrops Company has the right to use any and all User Content and ideas you submit (including ideas about our products, services, publications or advertising campaigns) in any manner that we choose, without any notice or obligation to you whatsoever. In order to further effect the rights and license that you grant to Ddrops Company to your User Content, you also hereby grant to Ddrops Company, and agree to grant to dDrops Company, the unconditional, perpetual, irrevocable right to use and exploit your name, social media handles, username, persona, and likeness in connection with any User Content, without any obligation or remuneration to you. You understand that you will not receive any fees, sums, consideration, or remuneration for any of the rights granted in this Section 4.

You represent and warrant that any User Content you upload, post, communicate or otherwise submit or transmit through, or to, the website:

• a. is original to you and that you have obtained all necessary rights in and to the User Content and all of its components (if applicable) to post, upload, or otherwise submit it to or through the website; and
• b. does not violate any law; and
• c. complies with these Terms of Use.

Ddrops Company may provide users with forums where they can post User Content to our website. Ddrops Company does not necessarily endorse, support, or agree with User Content posted by external users. You agree that you are solely responsible for the content of your communications and their legality under all laws.

You agree that you shall not use the website to:

• i. disrupt, place unreasonable burdens or excessive loads on, interfere with or attempt to gain unauthorized access to any portion of the website;
• ii. collect information about others without their consent; and/or
• iii. upload, post, email, transmit or otherwise make available any content that you do not have the right to disclose or make available.

You agree that you shall not engage in prohibited or unauthorized use of the website or of Ddrops Company systems, including, but not limited to, unauthorized entry into the systems, misuse of passwords, or misuse of any information on the website.

Except as otherwise described in the our posted Privacy Policy or any Additional Terms, you agree that: (a) your User Content will be treated as non-confidential – regardless of whether you mark them “confidential,” “proprietary,” or the like – and will not be returned; and (b) Ddrops Company does not assume any obligation of any kind to you or any third party with respect to your User Content. Upon Ddrops Company’s request, you will furnish us with any documentation necessary to substantiate the rights to such content and to verify your compliance with these Terms or any Additional Terms. You acknowledge that the Internet and mobile communications may be subject to breaches of security and that you are aware that submissions of User Content may not be secure, and you will consider this before submitting any User Content and do so at your own risk. In your communications with Ddrops Company, please keep in mind that we do not seek any unsolicited ideas or materials for products or services, or even suggested improvements to products or services, including, without limitation, ideas, concepts, inventions, or designs for supplements, vitamins, music, websites, apps, books, scripts, screenplays, motion pictures, television shows, theatrical productions, software or otherwise (collectively, “Unsolicited Ideas and Materials”). Any Unsolicited Ideas and Materials you post on or send to us via the website are deemed User Content and licensed to us as set forth above. In addition, Ddrops Company retains all of the rights held by members of the general public with regard to your Unsolicited Ideas and Materials. Ddrops Company’s receipt of your Unsolicited Ideas and Materials is not an admission by dDrops Company of their novelty, priority, or originality, and it does not impair Ddrops Company’s right to contest existing or future intellectual property rights relating to your Unsolicited Ideas and Materials.

We do not provide refunds for products purchased by sellers whether on-line or in a brick and mortar retail store. You must abide by the return and exchange policies set in place by the seller you have made your purchase with. Please contact the seller in question for more details. For Amazon purchases, please contact Amazon support directly.

If you are a healthcare professional, such as a Pediatric, Family Practice or other Primary Care Practitioner, you may apply on this website to participate in our “Healthcare Program”. The Healthcare Program is intended as a convenient means for approved healthcare professionals in Canada or the United States to request Ddrops product samples and/or materials to support their practice.

To participate in the Healthcare Program, you must apply for approval by Ddrops Company. To apply, you must complete the application form on this website, which may require you to provide your name, address, telephone number, email address, professional qualifications, including registration number, and information regarding your practice. Applications will be reviewed and approved by Ddrops Company in its sole and absolute discretion. By applying, you represent and warrant that:

• 1. You are a healthcare professional currently practicing in Canada or the United States, and
• 2. The contact information you provide is your personal professional contact information, and is not the contact information for an emergency line or healthcare facility.

If you are approved by Ddrops Company you may use the Healthcare Program to request product samples and other materials as Ddrops Company chooses to make available from time to time. Ddrops Company reserves the right to provide samples or other materials in its discretion, and in quantities of its choosing. Samples and other materials may be limited in supply, or available only for limited periods.

You understand and agree that Ddrops Company may use the phone, fax, mailing address and/or email address that you have provided with your application for the purposes of following up on samples, materials and/or to inform you of new sample products and materials.

Samples will only be shipped to a valid mailing address (as determined by Ddrops Company in its sole and absolute discretion). Currently, we are only able to ship to addresses located in Canada or the United States. However, please note that we may not be able to ship to all valid addresses and, in such circumstances, we reserve the right in our sole and absolute discretion not to approve your request. We are not able to deliver to PO boxes, APO (military) boxes, FPO (foreign) boxes, freight forwarders, hotels, retail locations, or international addresses outside Canada or the United States.

Without limiting the generality of any other section of these Terms of Use, Ddrops Company reserves the right to limit or refuse any sample request you place with us. Further, we reserve the right to verify the validity of all sample request and/or cancel any sample request if we find evidence of fraud, tampering, sample selling and/or any other violation of these Terms of Use. We may, in our sole and absolute discretion, limit or cancel quantities requested per person, per facility or per request with or without notice. We also reserve the right, in our sole and absolute discretion, not to ship to certain addresses.

All sample requests are subject to verification by Ddrops Company at any time and for any reason. We reserve the right, in our sole and absolute discretion, to require proof of identity (in a form acceptable to Ddrops Company): (i) for the purposes of verifying the legitimacy of any sample request and/or other information; and/or (ii) for any other reason we deem necessary, in our sole and absolute discretion, for the purposes of fulfilling a sample request in accordance with our interpretation of the terms and conditions of this agreement.

Any product samples or other materials you receive through the Healthcare Program are to be distributed to your patients, without charge and in accordance with your professional judgement, and are not for resale.

Although Ddrops Company is not obligated to do so, we have the right to review your communications on this website to determine whether you are complying with our Terms of Use. Further, Ddrops Company will have the right to remove any content from the website at anytime and for any reason in its sole discretion. Ddrops Company will not have any liability or responsibility for the content of any communications you post to this website, or for any errors or violations of any laws or regulations by you. Ddrops Company will comply with any court order in disclosing the identity of any person posting communications on this website. It is advisable that you review our Privacy Policy before posting any such communications.

The trademarks, service marks, and logos of Ddrops Company and others used in this website (“Trademarks”) are the property of Ddrops Company and their respective owners. You have no right to use any such Trademarks, and nothing contained in this website or the Terms of Use grants any right to use any Trademarks without the prior written consent of Ddrops Company or the respective owner.

For Residents of the United States and Canada: You agree to indemnify, defend, and hold Ddrops Company harmless from and against any and all claims, liabilities, damages, losses, costs, investigations, judgments, fines, penalties, settlements, interest, and/or expenses (“Claims”) arising out of, based on, or in connection with: (i) your access and use of this website; (ii) your breach of these Terms of Use and/or any other agreement you have with us, (iii) your User Content; (iv) your violation or alleged violation of any laws, rules, regulations, codes, statutes, ordinances, or orders of any governmental or quasi-governmental authorities in connection with your use of the website or your activities in connection with the website; (v) information or material transmitted through your device, even if not submitted by you, that infringes, violates, or misappropriates any copyright, trademark, trade secret, trade dress, patent, publicity, privacy, or other right of any person or entity; (vi) any misrepresentation made by you; and (vii) Ddrops Company’s use of the information that you submit to us (including your User Content). You will cooperate as fully required by Ddrops Company in the defense of any such Claims. Notwithstanding the foregoing, Ddrops Company retains the exclusive right to settle, compromise, and pay any and all Claims. Ddrops Company reserves the right to assume the exclusive defense and control of any Claims. You will not settle any Claims without, in each instance, the prior written consent of an officer of Ddrops Company.

The transmission of data or information over the internet or other forms of networks may not be secure, and is subject to possible loss, interception or alteration while in transit. Ddrops Company does not assume any liability for any damage you may experience or costs you may incur as a result of any electronic transmissions over the internet or otherwise within the website, such as transmissions involving the exchange of electronic messages of any kind (including those which may contain your personal information). Subject to applicable law and our privacy policy, in no event will the information you provide on or through the website be deemed to be confidential, create any fiduciary obligations to you on our part, or result in any liability to you on our part in the event that such information is inadvertently released by us or accessed by third parties without your consent. You should take reasonable and appropriate precautions to scan for computer viruses, and ensure compatibility of the software with your specific computer system. You should ensure that you have a complete and current backup of the information contained on your computer system prior to installing any such software.

This website may contain links to websites that are independently owned and operated by third parties. These other websites may have their own privacy policies and terms and conditions that are not governed by these Terms of Use. We are not responsible for the privacy practices or the content of any website(s) owned and operated by any such third parties. Other websites may collect and treat information collected differently, so we encourage you to carefully read and review the privacy policy for each website you visit. Any links from this website to other websites, or references to products, services or publications other than those of Ddrops Company, do not imply the endorsement or approval of such websites, products, services or publications by Ddrops Company.

I. Procedure For Alleging Copyright Infringement

A. DMCA Notice. Ddrops Company will respond appropriately to notices of alleged copyright infringement that comply with the U.S. Digital Millennium Copyright Act (“DMCA”), as set forth below. If you own a copyright in a work (or represent such a copyright owner) and believe that your (or such owner’s) copyright in that work has been infringed by an improper posting or distribution of it via the website, then you may send us a written notice that includes all of the following:

• (i) a legend or subject line that says: “DMCA Copyright Infringement Notice”;
• (ii) a description of the copyrighted work that you claim has been infringed or, if multiple copyrighted works are covered by a single notification, a representative list of such works;
• (iii) a description of where the material that you claim is infringing or is the subject of infringing activity is located that is reasonably sufficient to permit us to locate the material (please include the URL or page of the website on which the material appears);
• (iv) your full name, address, telephone number and email address;
• (v) a statement by you that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law;
• (vi) a statement by you, made under penalty of perjury, that all the information in your notice is accurate, and that you are the copyright owner (or, if you are not the copyright owner, then your statement must indicate that you are authorized to act on the behalf of the owner of an exclusive right that is allegedly infringed); and
• (vii) your electronic or physical signature.

Ddrops Company will only respond to DMCA Notices that it receives by mail, email or facsimile at the addresses below:

• By Mail: Ddrops Company, 126 Trowers Rd., Woodbridge, Ontario L4L 5Z4 (Attn: DMCA Agent)
• By Fax: 1-866-761-9333
• By Email: privacy@vitaminddrops.com

It is often difficult to determine if your copyright has been infringed. Ddrops Company may elect to not respond to DMCA Notices that do not substantially comply with all of the foregoing requirements, and Ddrops Company may elect to remove allegedly infringing material that comes to its attention via notices that do not substantially comply with the DMCA.

Please note that the DMCA provides that any person who knowingly materially misrepresents that material or activity is infringing may be subject to liability.

We may send the information that you provide in your notice to the person who provided the allegedly infringing work. That person may elect to send us a DMCA Counter-Notification. Without limiting Ddrops Company’s other rights, Ddrops Company may, in appropriate circumstances, terminate a repeat infringer’s access to the website and any other website owned or operated by Ddrops Company.

B. Counter-Notification. If access on the website to a work that you submitted to Ddrops Company is disabled or the work is removed as a result of a DMCA Notice, and if you believe that the disabled access or removal is the result of mistake or misidentification, then you may send us a DMCA Counter-Notification to the addresses above. Your DMCA Counter-Notification should contain the following information:

• (i) a legend or subject line that says: “DMCA Counter-Notification”;
• (ii) a description of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access to it was disabled (please include the URL or page of the website from which the material was removed or access to it disabled);
• (iii) a statement under penalty of perjury that you have a good faith belief that the material was removed or disabled as a result of mistake or misidentification of the material to be removed or disabled;
• (iv) your full name, address, telephone number, e-mail address, and the username of your account;
• (v) a statement that you consent to the jurisdiction of the Federal District Court for the judicial district in which your address is located (or, if the address is located outside the U.S.A., to the jurisdiction of the United States District Court for the Central District of California), and that you will accept service of process from the person who provided DMCA notification to us or an agent of such person; and
• (vi) your electronic or physical signature.

Please note that the DMCA provides that any person who knowingly materially misrepresents that material or activity was removed or disabled by mistake or misidentification may be subject to liability.

If we receive a DMCA Counter-Notification, then we may replace the material that we removed (or stop disabling access to it) in not less than ten (10) and not more than fourteen (14) business days following receipt of the DMCA Counter-Notification. However, we will not do this if we first receive notice at the addresses above that the party who sent us the DMCA Copyright Infringement Notice has filed a lawsuit asking a court for an order restraining the person who provided the material from engaging in infringing activity relating to the material on the website. You should also be aware that we may forward the Counter-Notification to the party who sent us the DMCA Copyright Infringement Notice.

II. Procedure For Alleging Infringement of Other Intellectual Property

If you own intellectual property other than copyrights and believe that your intellectual property has been infringed by an improper posting or distribution of it via the website, then you may send us a written notice to the addresses set forth above that includes all of the following:

• (a) a legend or subject line that says: “Intellectual Property Infringement Notice”;
• (b) a description of the intellectual property that you claim has been infringed;
• (c) a description of where the material that you claim is infringing or is the subject of infringing activity is located that is reasonably sufficient to permit us to locate the material (please include the URL or page of the website on which the material appears);
• (d) your full name, address, telephone number and email address;
• (e) a statement by you that you have a good faith belief that use of the material in the manner complained of is not authorized by the owner of the intellectual property, its agent, or the law;
• (f) a statement by you, made under penalty of perjury, that all the information in your notice is accurate, and that you are the owner of the intellectual property at issue (or, if you are not the owner, then your statement must indicate that you are authorized to act on the behalf of the owner of the intellectual property that is allegedly infringed); and
• (g) your electronic or physical signature.

We will act on such notices in our sole discretion. Any user of the website that fails to respond satisfactorily to Ddrops Company with regard to any such notice is subject to suspension or termination. We may send the information that you provide in your notice to the person who provided the allegedly infringing material.

15.A. If you reside in the United Kingdom, please note that these Terms of Use, their subject matter and their formation, are governed by English Law. You and we agree that the courts of England and Wales will have exclusive jurisdiction, except that if you are a resident of Northern Ireland you may also bring proceedings in Northern Ireland and if you are resident of Scotland, you may also bring proceedings in Scotland.

If you reside in Canada, all matters relating to your access and use of this website shall be governed by the laws of the Canada and if you reside in the United States all matters relating to your access and use of this website shall be governed by the laws of the State of California, without regard to its conflicts of law provisions. Unless otherwise prohibited by law, for users who reside in Canada (other than residents of the province of Quebec), any action relating to your use and access of this website shall be brought exclusively in the federal and provincial courts located in Ontario, Canada and you expressly agree to be subject to the jurisdiction and venue of such courts.

15.B. For users who reside in the United States only, the following arbitration provisions apply to all dispute resolution. For clarity, this Section 15.B. applies only to residents of the United States, and does not apply to residents of Canada or the United Kingdom.

Certain portions of this Section 15 are deemed to be a “written agreement to arbitrate” pursuant to the Federal Arbitration Act. You and Ddrops Company agree that we intend that this Section 15 satisfies the “writing” requirement of the Federal Arbitration Act.

A. First – Try to Resolve Disputes and Excluded Disputes. If any controversy, allegation, or claim arises out of or relates to the website, your User Content, these Terms of Use, or any Additional Terms, whether heretofore or hereafter arising (collectively, “Dispute”), or to any of Ddrops Company’s actual or alleged intellectual property rights (an “Excluded Dispute”, which includes those actions set forth in Section 15(D), then you and we agree to send a written notice to the other providing a reasonable description of the Dispute or Excluded Dispute, along with a proposed resolution of it. Our notice to you will be sent to you based on the most recent contact information that you provide us. But if no such information exists or if such information is not current, then we have no obligation under this Section 15(A). Your notice to us must be sent via email to privacy@vitaminddrops.com Ddrops Company Legal Email Address] or mail to: Ddrops Company, 126 Trowers Rd., Woodbridge, Ontario L4L 5Z4 (Attn: Legal Dept.). For a period of sixty (60) days from the date of receipt of notice from the other party, Ddrops Company and you will engage in a dialogue in order to attempt to resolve the Dispute or Excluded Dispute, though nothing will require either you or Ddrops Company to resolve the Dispute or Excluded Dispute on terms with respect to which you and Ddrops Company, in each of our sole discretion, are not comfortable.

B. Binding Arbitration. If we cannot resolve a Dispute as set forth in Section 15(A) (or agree to arbitration in writing with respect to an Excluded Dispute) within sixty (60) days of receipt of the notice, then ANY AND ALL DISPUTES ARISING BETWEEN YOU AND DDROPS COMPANY (WHETHER BASED IN CONTRACT, STATUTE, REGULATION, ORDINANCE, TORT— INCLUDING, BUT NOT LIMITED TO, FRAUD, ANY OTHER INTENTIONAL TORT OR NEGLIGENCE,—COMMON LAW, CONSTITUTIONAL PROVISION, RESPONDEAT SUPERIOR, AGENCY OR ANY OTHER LEGAL OR EQUITABLE THEORY), WHETHER ARISING BEFORE OR AFTER THE EFFECTIVE DATE OF THESE TERMS, MUST BE RESOLVED BY FINAL AND BINDING ARBITRATION. THIS INCLUDES ANY AND ALL DISPUTES BASED ON ANY PRODUCT OR SERVICE PURCHASED THROUGH THE WEBSITE OR ADVERTISING AVAILABLE ON OR THROUGH THE WEBSITE. For U.S. residents, the Federal Arbitration Act (“FAA”), not state law, shall govern the arbitrability of all disputes between Ddrops Company and you regarding these Terms (and any Additional Terms) and the website, including the “No Class Action Matters” Section below. BY AGREEING TO ARBITRATE, EACH PARTY IS GIVING UP ITS RIGHT TO GO TO COURT AND HAVE ANY DISPUTE HEARD BY A JUDGE OR JURY. Ddrops Company and you agree, however, that the applicable state, federal or provincial law, as contemplated above shall apply to and govern, as appropriate, any and all claims or causes of action, remedies, and damages arising between you and Ddrops Company regarding these Terms and the website, whether arising or stated in contract, statute, common law, or any other legal theory, without regard to any jurisdiction’s choice of law principles.

Any Dispute will be resolved solely by binding arbitration in accordance with the then-current Commercial Arbitration Rules of the American Arbitration Association (“AAA”), except as modified herein, and the arbitration will be administered by the AAA. If a party properly submits the Dispute to the AAA for formal arbitration and the AAA is unwilling to set a hearing then either party can elect to have the arbitration administered by the Judicial Arbitration and Mediation Services Inc. (“JAMS”) using JAMS’ streamlined Arbitration Rules and Procedures, or by any other arbitration administration service that you and an officer or legal representative of Ddrops Company consent to in writing. If an in-person arbitration hearing is required and you are a U.S. resident, then it will be conducted Austin, Texas. You and we will pay the administrative and arbitrator’s fees and other costs in accordance with the applicable arbitration rules; but if applicable arbitration rules or laws require Ddrops Company to pay a greater portion or all of such fees and costs in order for this Section 15 to be enforceable, then Ddrops Company will have the right to elect to pay the fees and costs and proceed to arbitration. The arbitration will be conducted by a single arbitrator who will apply and be bound by these Terms and any Additional Terms, and will determine any Dispute according to applicable law and facts based upon the record and no other basis, and will issue a reasoned award only in favor of the individual party seeking relief and only to the extent to provide relief warranted by that party’s individual claim. All issues are for the arbitrator to decide, except that issues relating to the scope and enforceability of the arbitration and class action waiver provisions are for the court to decide. This arbitration provision shall survive termination of these Terms or the website. You can obtain AAA and JAMS procedures, rules, and fee information as follows: AAA: 800.778.7879 and https://www.adr.org and JAMS: 800.352.5267 and https://www.jamsadr.com.

C. Limited Time to File Claims. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IF YOU OR WE WANT TO ASSERT A DISPUTE (BUT NOT A EXCLUDED DISPUTE) AGAINST THE OTHER, THEN YOU OR WE MUST COMMENCE IT (BY DELIVERY OF WRITTEN NOTICE AS SET FORTH IN SECTION 15(A)) WITHIN ONE (1) YEAR AFTER THE DISPUTE ARISES — OR IT WILL BE FOREVER BARRED. Commencing means, as applicable: (a) by delivery of written notice as set forth above in Section 15(A); (b) filing for arbitration as set forth in Section 15(B); or (c) filing an action in state or Federal court.

D. Injunctive Relief. The foregoing provisions of this Section 15 will not apply to any legal action taken by Ddrops Company to seek an injunction or other equitable relief in connection with, any loss, cost, or damage (or any potential loss, cost, or damage) relating to the website, any content, your User Content and/or Ddrops Company’ intellectual property rights (including such Ddrops Company may claim that may be in dispute), Ddrops Company’ operations, and/or Ddrops Company’ products or services.

E. No Class Action Matters. YOU AND DDROPS COMPANY 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 OR AS AN ASSOCIATION. Disputes will be arbitrated only on an individual basis and will not be joined or consolidated with any other arbitrations or other proceedings that involve any claim or controversy of any other party. There shall be no right or authority for any Dispute to be arbitrated on a class action basis or on any basis involving Disputes brought in a purported representative capacity on behalf of the general public, or other persons or entities similarly situated. But if, for any reason, any court with competent jurisdiction holds that this restriction is unconscionable or unenforceable, then our agreement in Section 15(B) to arbitrate will not apply and the Dispute must be brought exclusively in court pursuant to Section 15(F). Notwithstanding any other provision of this Section 15, any and all issues relating to the scope, interpretation and enforceability of the class action waiver provisions contained herein (described in this “No Class Action Matters” Section), are to be decided only by a court of competent jurisdiction, and not by the arbitrator. The arbitrator does not have the power to vary these class action waiver provisions.

F. Jurisdictional Issues. Except where arbitration is required above or with respect to the enforcement of any arbitration decision or award, any action or proceeding relating to any Dispute or Excluded Dispute arising hereunder may only be instituted in state or Federal court in Los Angeles California, California. Accordingly, you and Ddrops Company consent to the exclusive personal jurisdiction and venue of such courts for such matters.

G. Small Claims Matters Are Excluded from Arbitration Requirement. Notwithstanding the foregoing, either of us may bring qualifying claim of Disputes (but not Excluded Disputes) in small claims court of competent jurisdiction.

Your use of the website is also subject to the terms of our Privacy Policy. Please carefully review our Privacy Policy. Ddrops Company will handle personal data as set out in the Privacy Policy.

To the fullest extent permitted by applicable law, we reserve the right, in our sole and absolute discretion, to modify all or any portion of these Terms of Use at any time without incurring any liability or obligation whatsoever to you or any other person or entity. Where required by applicable law, we will notify you of any changes to these Terms of Use by notice on this website at least thirty (30) days before the modification comes into effect. In addition, where required by law or at our discretion, we will provide you notice using email and/or your mailing address, or any other contact information we have for you in our discretion. Where required by law or at our discretion, this notice will be provided at least thirty (30) days before the change comes into effect (or such longer period as may be required by applicable law) and will as required by law set out the new clause, or the modified clause and how it read formerly, and the date on which the change will come into effect. Before the change comes into effect, you may cancel this agreement rather than accept the change. To the fullest extent permitted by law, as your sole remedy and where required by law, you may refuse the modification and rescind, or cancel the this agreement without cost, penalty, cancellation fee or cancellation indemnity, by providing us with notice to that effect no later than thirty (30) days after the modification comes into force, using the information in the notice, if the change results in increased obligations to you or a reduction of obligations on us. To the fullest extent permitted by applicable law, your continued access to and/or use of the website, after the date specified in such notice constitutes your full acceptance of, and agreement to be legally bound by, these Terms of Use, as modified.

Ddrops Company may, in our sole discretion, change, suspend or terminate, temporarily or permanently, the website or any part thereof or any of its features at any time, for any reason, without any notice or liability to you or any other entity. If these Terms of Use or your permission to use the website (or any feature or portion thereof) is terminated by us for any reason, the agreement formed by your acceptance of these Terms of Use will nevertheless continue to apply and be binding upon you in respect of your prior use of the website and anything relating to or arising from such use. If you are dissatisfied with the website or with these Terms of Use, then your sole and exclusive remedy is to discontinue using the website. Ddrops Company may assign its rights and obligations under these Terms of Use and any Additional Terms, in whole or in part, to any party at any time without any notice. These Terms of Use and any Additional Terms may not be assigned by you, and you may not delegate your duties under them, without the prior written consent of an officer of Ddrops Company. The Disclaimer and Limitation of Liability and Indemnity provisions in this agreement shall survive any termination of this agreement. If any provision of these Terms of Use is held invalid or unenforceable by any court having competent jurisdiction, such provision shall be enforced to the maximum extent permitted by law, and the remaining provisions of these Terms of Use shall continue in full force and effect. No failure to exercise or waiver of any provision of these Terms of Use shall be deemed a further or continuing waiver of such provision or any other provision of these Terms of Use. You are responsible for obtaining and maintaining all devices and other equipment and software, and all internet service provider, mobile service, and other services needed for your access to and use of the website and you will be responsible for all charges related to them. If you have any questions regarding the Terms of Use, please contact us at privacy@vitaminddrops.com.

Questions? If you have any questions or concerns these Terms of Use, please contact us at:

Ddrops Company
126 Trowers Rd.
Woodbridge, Ontario
L4L 5Z4
Attn: Privacy Officer

1-844-433-7677
privacy@vitaminddrops.com

Residents of California are entitled to the following specific consumer rights information: you may contact the Complaint Assistance Unit of the Division of Consumer Services of the Department of Consumer Affairs by mail at: 400 R St., Suite 1080, Sacramento, California 95814, or by telephone at (916) 445-1254. Their website is located at: https://www.dca.ca.gov.

Ddrops Company reserves the right, without any limitation, to: (i) investigate any suspected breaches of its Service security or its information technology or other systems or networks, (ii) investigate any suspected breaches of these Terms of Use and any Additional Terms, (iii) investigate any information obtained by Ddrops Company in connection with reviewing law enforcement databases or complying with criminal laws, (iv) involve and cooperate with law enforcement authorities in investigating any of the foregoing matters, (v) prosecute violators of these Terms of Use and any Additional Terms, and (vi) discontinue the website, in whole or in part, or, except as may be expressly set forth in any Additional Terms, suspend or terminate your access to it, in whole or in part, including any user accounts or registrations, at any time, without notice, for any reason and without any obligation to you or any third party. Any suspension or termination will not affect your obligations to Ddrops Company under these Terms of Use or any Additional Terms. Upon suspension or termination of your access to the website, or upon notice from Ddrops Company, all rights granted to you under these Terms of Use or any Additional Terms will cease immediately, and you agree that you will immediately discontinue use of the website. The provisions of these Terms of Use and any Additional Terms (including the terms applicable to User Content), which by their nature should survive your suspension or termination will survive, including the rights and licenses you grant to Ddrops Company in these Terms of Use, as well as the indemnities, releases, disclaimers, and limitations on liability and the provisions regarding jurisdiction, choice of law, no class action, and mandatory arbitration.