The following Dripdrop Terms and Conditions for Partners specifically form a part of, and are incorporated into, the Dripdrop Partner Agreement between the Partner and Dripdrop and shall apply to any and all disputes between the parties. The term "Agreement" includes these Terms and Conditions. All definitions in the Order Form shall have the same meaning in these Terms and Conditions.
1.1 Subject to the terms of this Agreement and the Partner paying all Fees, Dripdrop will use commercially reasonable efforts to deliver the Equipment and provide the Services described in the Order Form.
1.2 Dripdrop will ship the Stand(s) to the Location with written setup instructions and a video installation guide. The Partner's staff will set up the Stand by following those instructions, and Dripdrop will be available by phone or videoconference to guide them. The Partner must notify Dripdrop in writing of any visible damage to the Equipment within five (5) business days after delivery.
1.3 Dripdrop will monitor Umbrella levels remotely and ship replacement Umbrellas as reasonably required, and the Partner's staff will refill the Stand. Issues with a Stand will be handled remotely: Dripdrop will guide the Partner's staff by phone, video call, its staff manual and online guides, and the Partner's staff will reasonably assist, including by fitting replacement parts supplied by Dripdrop. If an issue cannot be resolved remotely, Dripdrop may, at its option, replace the affected parts or the entire Stand, and the Partner will pack and return the faulty Stand or parts in accordance with Dripdrop's instructions, using packaging and a shipping label provided by Dripdrop, at Dripdrop's cost. All support is provided in English.
1.4 The Partner may refer any guest complaints regarding the Stands or the rental system to Dripdrop. Dripdrop will handle such complaints, including refund requests submitted by guests at www.dripdrop.io/refund, and will keep the Partner reasonably informed of their progress. Dripdrop shall not admit or create any liability on behalf of the Partner.
2.1 The Partner will: (a) place and keep each Stand indoors, in a visible location (such as the lobby near the exit) that complies with applicable building, fire and accessibility codes; (b) provide a power outlet for each Stand and bear the cost of electricity; (c) keep the area around the Stand reasonably clean, dry and free of hazards in the ordinary course of operating its premises; and (d) give Dripdrop reasonable access to the Stand during normal business hours for service, maintenance and collection. If the Partner has any special requirements for the installation or placement of a Stand, the Partner shall be responsible for meeting those requirements at its own cost.
2.2 The Stand is designed for indoor use only. If the Partner places or uses a Stand outdoors or otherwise than as instructed by Dripdrop, the Partner assumes all risk of resulting damage, malfunction or injury, and such use is not covered by Dripdrop's insurance.
2.3 The Partner's staff may replace modular parts of a Stand in accordance with Dripdrop's staff manual, guides or instructions from Dripdrop's support, including by phone or video, but may not open, repair or modify the modular parts themselves. Otherwise, the Partner will not move a Stand to another location, open or modify it, or allow anyone other than Dripdrop or the Partner's staff to service it, without Dripdrop's prior written consent.
3.1 The Equipment is and remains the sole property of Dripdrop at all times. This Agreement grants the Partner only the right to host and use the Equipment at the Location during the Term. The Partner does not acquire any ownership, title or other interest in the Equipment, whether by installation, payment of Fees or otherwise. The Equipment is personal property and does not become a fixture of the Partner's premises.
3.2 The Partner will (a) keep the Equipment free of all liens, security interests and other encumbrances; (b) not sell, lease, lend or pledge the Equipment; (c) not remove or cover Dripdrop's ownership markings; and (d) promptly notify Dripdrop if any third party claims an interest in the Equipment. Dripdrop may make any filing it reasonably considers appropriate to give public notice of its ownership.
3.3 Dripdrop will insure the Stands. The Partner is responsible for loss of or damage to a Stand caused by the Partner's negligence, misuse or breach of Section 2, ordinary wear and tear excepted.
3.4 Dripdrop owns all intellectual property rights in the Equipment, the Services and the related software and application. The Partner grants Dripdrop a limited license to use the Partner's name and logo solely to customize the Equipment and to identify the Partner as a Dripdrop partner.
4.1 Umbrellas are low-cost items that are expected to wear out, break or go missing in ordinary use. The Partner is not responsible for Umbrellas that break, wear out, or are lost or not returned by guests. Unreturned Umbrellas are charged to the guest through the rental system, not to the Partner.
4.2 If an Umbrella is broken, the Partner's staff may fix minor issues where possible, following any instructions provided by Dripdrop, or remove the Umbrella from circulation. The Partner will store broken Umbrellas until a full box has been collected and will then pack and send the box to Dripdrop using a box and shipping label provided by Dripdrop, at Dripdrop's cost. Dripdrop will replace Umbrellas that cannot be fixed at no additional charge, with a box of replacement Umbrellas as part of its regular restocking rather than individually.
4.3 On expiry or termination of this Agreement, the Partner shall purchase all Umbrellas remaining at the Location at USD 7 per Umbrella plus applicable taxes.
5.1 The Partner shall pay Dripdrop the Subscription Fee and Initial Fee set out in the Order Form (collectively, the "Fees"). Fees are exclusive of all sales, use, rental and similar taxes, and the Partner shall be responsible for all such taxes other than taxes based on Dripdrop's net income.
5.2 On January 1 of each year, the Subscription Fee will be adjusted in accordance with the most recent October-to-October increase in the U.S. Consumer Price Index for All Urban Consumers (CPI-U). No annual adjustment may exceed ten percent (10%), and the Subscription Fee will not decrease. The adjusted Subscription Fee will automatically apply to the next invoice for a new subscription period, but never earlier than twelve (12) months after the Start Date. Annual adjustments accumulate during multi-year or promotional subscription periods. No separate notification is required. If the CPI-U is unavailable or discontinued, the most recently published figure or a comparable successor index will be used. The Initial Fee is not subject to adjustment.
5.3 Full payment of invoices must be received by Dripdrop within thirty (30) days of the invoice date. Unpaid amounts are subject to a finance charge of 1.0% per month on any outstanding balance, or the maximum permitted by law, whichever is lower, plus all expenses of collection, including reasonable attorneys' fees. If the Partner believes that Dripdrop has billed the Partner incorrectly, the Partner must contact Dripdrop no later than sixty (60) days after the invoice date in order to receive an adjustment or credit.
6.1 Dripdrop will donate USD 0.10 per rental made at the Partner's Stand(s) to recognized organizations supporting sustainability and nature-restoration projects, and may change the recipient organizations from time to time.
7.1 Each party (the "Receiving Party") understands that the other party (the "Disclosing Party") has disclosed or may disclose business, technical or financial information relating to the Disclosing Party's business, including the terms of this Agreement ("Proprietary Information"). The Receiving Party agrees: (i) to take reasonable precautions to protect such Proprietary Information, and (ii) not to use (except in performance of this Agreement) or divulge to any third person any such Proprietary Information. The foregoing shall not apply with respect to any information after five (5) years following its disclosure or any information that the Receiving Party can document (a) is or becomes generally available to the public, (b) was in its possession or known by it prior to receipt from the Disclosing Party, (c) was rightfully disclosed to it without restriction by a third party, (d) was independently developed without use of any Proprietary Information of the Disclosing Party, or (e) is required to be disclosed by law.
8.1 This Agreement begins on the date it is signed. The first twelve (12) months from the Start Date (the "Initial Term") are binding on both parties, except that if Dripdrop updates these Terms and Conditions in a way that adversely affects the Partner under Section 13.4, the Partner may, within thirty (30) days after notice of the update is sent, terminate this Agreement on three (3) months' written notice, including during the Initial Term. In that case, the update will not apply to the Partner during the notice period. After the Initial Term, this Agreement continues until terminated by either party on three (3) months' written notice, effective from the end of the month in which notice is given (together with the Initial Term, the "Term"). Fees are invoiced annually in advance. If this Agreement is terminated after the Initial Term, or by the Partner following an update under Section 13.4, Dripdrop will refund any prepaid Fees for the months after the termination date once the Stand has been returned.
8.2 In addition to any other remedies it may have, either party may terminate this Agreement upon thirty (30) days' notice, or upon fifteen (15) days' notice in the case of nonpayment, if the other party materially breaches this Agreement and does not cure the breach within that period. The Partner will pay all Fees accrued up to the effective date of termination.
8.3 Upon expiry or termination, the Partner will pack the Stand(s) in accordance with Dripdrop's instructions and make them available for collection at the Location. Dripdrop will provide packaging and a shipping label and arrange and pay for collection within thirty (30) days. Umbrellas are governed by Section 4.3. All sections of this Agreement which by their nature should survive termination will survive, including, without limitation, accrued rights to payment, ownership of the Equipment, confidentiality obligations, warranty disclaimers, indemnities and limitations of liability.
9.1 Dripdrop warrants that, during the Term, each Stand will operate materially in accordance with Dripdrop's specifications as provided to the Partner, and the Partner's sole remedy for breach of this warranty is for Dripdrop to repair or replace the Stand. The Stand may occasionally be unavailable for maintenance, connectivity failures or other causes beyond Dripdrop's reasonable control, and Dripdrop does not warrant that the Stand or the rental system will be uninterrupted or error free. Dripdrop shall not be liable for any errors, changes, interruptions or failures of services provided by third parties, including payment processors, app platforms and telecommunications or internet providers. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, THE EQUIPMENT AND SERVICES ARE PROVIDED "AS IS" AND DRIPDROP DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. UMBRELLAS ARE PROVIDED FOR ORDINARY RAIN PROTECTION ONLY AND ARE NOT WARRANTED AGAINST WIND, STORM OR OTHER SEVERE WEATHER CONDITIONS.
10.1 The Partner shall defend, indemnify and hold Dripdrop harmless from third-party claims for bodily injury or property damage to the extent caused by (a) the condition of the Partner's premises, including wet floors around the Stand, (b) the placement or use of a Stand in breach of Section 2, or (c) the negligence or willful misconduct of the Partner or its staff.
10.2 Dripdrop must promptly notify the Partner of any claim under Section 10.1 and allow the Partner to control the defense and settlement, provided that no settlement may impose liability on Dripdrop without its written consent.
10.3 Before delivery of the first Stand under this Agreement, and for the remainder of the Term, Dripdrop will maintain commercial general liability insurance, including products liability, with limits of at least USD 1,000,000 per occurrence, and will provide a certificate of insurance on request.
11.1 THE PARTNER ACKNOWLEDGES THAT UMBRELLAS ARE USED BY GUESTS AT THEIR OWN DISCRETION AND OUTSIDE DRIPDROP'S CONTROL. DRIPDROP SHALL NOT BE LIABLE FOR ANY BODILY INJURY, PROPERTY DAMAGE OR OTHER LOSS ARISING FROM ANY GUEST'S OR OTHER PERSON'S USE OR MISUSE OF AN UMBRELLA, INCLUDING USE IN WIND OR SEVERE WEATHER, OR FROM ANY CONDITION OF THE PARTNER'S PREMISES.
11.2 NOTWITHSTANDING ANYTHING TO THE CONTRARY, NEITHER PARTY SHALL BE RESPONSIBLE OR LIABLE TO THE OTHER UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY: (A) FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR FOR LOSS OF PROFITS, REVENUE, BUSINESS OR DATA; (B) FOR ANY MATTER BEYOND ITS REASONABLE CONTROL; OR (C) IN THE CASE OF DRIPDROP, FOR ANY AMOUNTS THAT, TOGETHER WITH AMOUNTS ASSOCIATED WITH ALL OTHER CLAIMS, EXCEED THE FEES PAID BY THE PARTNER TO DRIPDROP UNDER THIS AGREEMENT IN THE THIRTY-SIX (36) MONTHS PRIOR TO THE ACT THAT GAVE RISE TO THE LIABILITY, IN EACH CASE WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING DOES NOT LIMIT THE PARTNER'S OBLIGATIONS UNDER SECTION 10, THE PARTNER'S PAYMENT OBLIGATIONS, OR LIABILITY FOR GROSS NEGLIGENCE, WILLFUL MISCONDUCT OR FRAUD.
12.1 This Agreement shall be governed by the laws of the State of New York without regard to its conflict of laws provisions, except that this arbitration agreement shall be governed by the Federal Arbitration Act, 9 U.S.C. § 1 et seq.
12.2 Binding Arbitration. Any dispute, controversy or claim arising out of or related to this Agreement or any breach of this Agreement (whether contractually or in tort), and including disputes regarding the validity of this Section, shall be finally settled by arbitration. The arbitration shall be administered by JAMS pursuant to its Streamlined Arbitration Rules and Procedures. The place of arbitration shall be New York City, NY, USA, unless the parties mutually agree otherwise in writing. The arbitration award shall be in writing and shall be final and binding on the parties. Judgment upon the award may be entered by any court having jurisdiction thereof or having jurisdiction over the parties or their assets.
12.3 JURY TRIAL WAIVER. IN AGREEING TO THIS ARBITRATION PROVISION, THE PARTIES UNDERSTAND AND ACKNOWLEDGE, AND WILLINGLY AGREE, THAT THEY ARE WAIVING ANY RIGHT THEY MAY HAVE TO A COURT OR JURY TRIAL.
12.4 Despite the arbitration procedure agreed upon above, Dripdrop shall not be precluded from seeking preliminary injunctions or other equitable relief, from recovering its Equipment, or from collecting any outstanding Fees via the appropriate judicial authority.
13.1 If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable. This Agreement is not assignable or transferable by the Partner except with Dripdrop's prior written consent. Dripdrop may assign this Agreement to an affiliate or to a successor of its business without consent. This Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to its subject matter. Except for updates to these Terms and Conditions under Section 13.4 and price adjustments under Section 5.2, any change to this Agreement must be agreed in writing by both parties, which may be by email.
13.2 No failure or delay by either party in exercising any right under this Agreement shall operate as a waiver of that right. Any waiver must be in writing and signed by the waiving party, and a waiver of any breach shall not be a waiver of any other or subsequent breach.
13.3 No agency, partnership, joint venture, or employment is created as a result of this Agreement, notwithstanding the use of the term "Partner," and the Partner does not have any authority of any kind to bind Dripdrop in any respect whatsoever. Neither party is liable for any delay or failure to perform (other than payment obligations) caused by events beyond its reasonable control, provided it uses reasonable efforts to mitigate their effects. Either party may send notices under this Agreement by email to the email address provided by the other party, and any such email notice shall be deemed given on the day sent. This Agreement may be signed electronically and in counterparts.
13.4 Dripdrop may update these Terms and Conditions by notice to the Partner by email. Each version will have a version number and date and will be available at https://www.dripdrop.io/tc4-us-partners. Updates required by law, or that do not adversely affect the Partner, take effect when notice is sent. All other updates, including any change to Section 12, take effect thirty (30) days after notice is sent, and the Partner may terminate this Agreement as set out in Section 8.1. The Partner's continued use of the Equipment or Services after an update takes effect constitutes acceptance. Updates do not affect any dispute that arose before they take effect, and do not change the Fees or the Business Model set out in the Order Form.
Dripdrop Umbrellas Inc
Version 1.0, dated November 13, 2026