Our Terms & Conditions
General Terms and Conditions for WHP Distribution
Your files and your permissions
When you use our Services, you provide us with your files, content, email messages, contacts, etc. (“your files”). Your files belong to you. These TOS do not grant us any rights over your files, other than the limited rights that enable us to provide the Services to you.
We need your permission to, for example, host, back up and share your files at your request. Our services also offer features such as annotating, sharing, searching, thumbnails of images, previewing documents, optical character recognition (OCR), easy sorting and organising, and personalisation to make your job easier. In order to provide these and other features, our systems may need to access, store and scan your files. You give us permission to perform these actions, and this permission extends to our affiliates and the third-party vendors we work with.
Your use of our services must comply with our Acceptable Use Policy. The content for which you use our Services may be protected by the intellectual property rights of others. You may only copy, upload, download or share content if you have the right to do so.
WHP Distribution reserves the right to review your actions and Content for compliance with these TOS and our Acceptable Use Policy. We are not responsible for the content that users post and share through the Services.
Help us protect your files. Keep your password for accessing the Services secure and keep your account information up to date. Do not give others access to your credentials or account.
You may only use the Services in compliance with applicable laws. This includes export control laws and regulations. Finally, you must be at least 13 years of age to use our Services (in some countries, the age limit is even higher).
Some of our Services allow you to download client software (“Software”) which may be automatically updated. As long as you agree to these TOS, we grant you a limited, non-exclusive, non-transferable, revocable licence to use the Software solely to access the Services. To the extent that any part of any Software is offered under an open source licence, we make the licence available to you and the terms of that licence may expressly override some of the terms of these TOS. To the extent permitted by law, you agree not to reverse engineer or decompile the Services, nor attempt to do so, and not to assist in doing so.
From time to time, we release products and features that are still in the testing and evaluation phase (“Beta” services). These services are referred to as “alpha”, “beta”, “product preview”, “pre-release” or “product evaluation” (or paraphrased by terms and phrases with similar meanings) and may not be as reliable as Dropbox’s other services. Beta Services are provided so that we may collect user feedback, and by using our Beta Services, you agree that we may contact you to collect such feedback.
Beta Services are confidential until official launch. If you use Beta Services, you agree not to disclose any information about them to any third party without our permission.
Our Services are protected by copyright, trademark and other laws in the United States and other countries. These TOS do not give you any right, title or interest in or to the Services, the content of others on the Services, or Dropbox’s trademarks, logos and other branding. We welcome feedback, but please note that we do not make any commitment to you through the use of comments or suggestions.
We respect the intellectual property of others and expect the same from you. We will respond to notifications of alleged copyright infringement if they comply with the law and we are provided with sufficient notice. Notifications of this nature should comply with our Copyright Policy. We reserve the right to delete or disable suspected copyright infringing content and to terminate the accounts of users who repeatedly infringe copyright. Your point of contact for reports of alleged copyright infringement relating to the Services is:
WHP Distribution, Inc.
8565 S. Eastern Avenue, Str. 150
Las Vegas, NV 89123
hello (at) whp-distribution.com
Billing – You can increase your storage and add paid features to your account (by converting your account to a “paid account”). From the date you convert your account to a paid account and each time your subscription is due for renewal until you cancel, we will automatically send you an invoice. If you have taken out an annual subscription, we will remind you by email that your subscription will be renewed shortly. The notification will be sent in good time before the renewal date. You are responsible for all taxes due and we collect taxes where required. In some countries, you have certain cancellation or revocation rights under mandatory local law. This paragraph does not take precedence over those laws.
Cancellation – You may cancel your paid Dropbox account at any time. Refunds will only be given where required by law. For example, users residing in the EU are entitled to cancel paid account subscriptions within 14 days of registration, upgrade or renewal.
Downgrades – Your Paid Account will remain in effect until revoked or terminated in accordance with these TOS. If you do not pay the fees for your paid account on time, we reserve the right to suspend your access or remove features of the paid account.
Changes – We may change the fees that apply when you renew your subscription to take into account factors such as changes to our product offering, changes in our business or changes in economic conditions. We will notify you of these changes at least 30 days in advance by sending a message to the email address associated with your account, and you will have the opportunity to cancel your subscription before the new fee takes effect.
WHP Distribution Business Teams
Email address – If you register for a WHP Distribution account using an email address provided by your organisation, your organisation may block your WHP Distribution use until you switch to an account in a WHP Distribution Business or Education Team (collectively, “WHP Distribution Business Team”) or until you link your WHP Distribution account to a private email address.
Use of WHP Distribution Business Teams – When you join a WHP Distribution Business Team, you are required to use it in accordance with your organisation’s terms and policies. Please note that WHP Distribution Business team accounts are under the control of your organisation. Your administrators may access, disclose, restrict or remove information from your WHP Distribution Business account. They can also restrict or prevent your access to a WHP Distribution Business team account. If you convert an existing WHP Distribution account to an account linked to a WHP Distribution Business team, your administrators can prevent you from later unlinking your account from the WHP Distribution Business team.
You may stop using our Services at any time. We reserve the right to suspend or terminate your access to the Services, with notice to you, if:
(a) you breach these TOS,
(b) we or any other user would suffer a real risk of damage or loss as a result of your use of the Services; or
(c) you do not have a paying account and have not accessed our Services for 12 consecutive months.
Through the email address associated with your account, we will give you reasonable advance notice to cease the activity in question and an opportunity to export your files from our Services. If you do not take the necessary steps after such a request, your access to the Services will be terminated or suspended.
We will not give you advance notice of termination in the following circumstances:
(a) if you seriously breach these TOS,
(b) where it would create legal liability for us or affect our ability to provide the Services to other users; or
(c) where we are prohibited from doing so by law.
Termination of the provision of the Services
We reserve the right to suspend the Services either in the event of unforeseen circumstances beyond WHP Distribution’s control (for example, a natural disaster, fire or explosion) or to comply with a legal requirement. In this case, you will be notified well in advance so that you can export your files from our systems (we will notify you at least 30 days in advance if this is possible under the circumstances). If we terminate the Services in this way before the end of any fixed or minimum term for which you have paid, we will refund any prepaid fees for which you have not received Services.
Services without guarantee of defects
We strive to provide excellent services. However, there are some things we cannot guarantee. TO THE FULLEST EXTENT PERMITTED BY LAW, WHP DISTRIBUTION AND ITS SUBSIDIARIES, SUPPLIERS AND DISTRIBUTORS MAKE NO WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE SERVICES. THE SERVICES ARE PROVIDED “AS IS”. IN ADDITION, WE DISCLAIM ALL WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. Some jurisdictions do not allow the disclaimers set forth in this section. Therefore, they may not apply to you. These disclaimers do not, for example, remove the legal protections, including statutory warranties, afforded to consumers under EU law.
Limitation of Liability
THE DISCLAIMER OR LIMITATION OF LIABILITY DOES NOT APPLY TO YOU WHERE IT WOULD BE CONTRARY TO APPLICABLE LAW, FOR EXAMPLE IN THE CASE OF FRAUD OR FRAUDULENT MISREPRESENTATION IN THE PROVISION OF THE SERVICES BY WHP DISTRIBUTION OR ITS AFFILIATES. IN COUNTRIES WHERE THE FOLLOWING TYPES OF EXCLUSION OF LIABILITY ARE NOT PERMITTED, WE WILL ONLY BE LIABLE TO YOU FOR LOSSES AND DAMAGES WHICH ARE THE REASONABLY FORESEEABLE RESULT OF A LACK OF REASONABLE CARE AND SKILL OR BREACH OF CONTRACT ON OUR PART. THIS PARAGRAPH DOES NOT AFFECT ANY CONSUMER RIGHTS THAT CANNOT BE WAIVED OR LIMITED BY CONTRACT OR AGREEMENT. IF YOU ARE A CONSUMER IN THE EU OR THE UNITED KINGDOM, THESE TERMS DO NOT EXCLUDE WHP DISTRIBUTION’S LIABILITY FOR LOSSES AND DAMAGES ARISING FROM OUR FAILURE TO PROVIDE THE SERVICES WITH REASONABLE CARE AND SKILL OR FROM OUR BREACH OF CONTRACT WITH YOU, PROVIDED THAT SUCH LOSSES AND DAMAGES ARE REASONABLY FORESEEABLE.
WHP DISTRIBUTION, ITS SUBSIDIARIES, SUPPLIERS AND DISTRIBUTORS SHALL HAVE NO LIABILITY IN ANY JURISDICTION THAT PERMITS THE EXCLUSION OR LIMITATION OF LIABILITY:
I.) FOR INDIRECT, SPECIAL, INCIDENTAL, ACTUAL, PUNITIVE OR CONSEQUENTIAL DAMAGES; OR
II.) FOR LOSS OF USE, DATA, BUSINESS OR PROFITS, REGARDLESS OF THE LEGAL BASIS.
THIS DISCLAIMER OR LIMITATION OF LIABILITY SHALL APPLY EVEN IF WHP DISTRIBUTION OR ITS SUBSIDIARIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
IF YOU USE THE SERVICES FOR TRADE, BUSINESS OR RESALE PURPOSES OF ANY KIND, WHP DISTRIBUTION, ITS SUBSIDIARIES, SUPPLIERS AND DISTRIBUTORS SHALL NOT BE LIABLE TO YOU FOR ANY LOST PROFITS, LOST BUSINESS, BUSINESS INTERRUPTION OR LOST BUSINESS OPPORTUNITY. WHP DISTRIBUTION AND ITS SUBSIDIARIES SHALL NOT BE LIABLE FOR THE CONDUCT, WHETHER ONLINE OR OFFLINE, OF ANY USER OF THE SERVICES.
EXCEPT FOR TYPES OF LIABILITY THAT WE CANNOT LIMIT BY LAW (AS DESCRIBED IN THIS PARAGRAPH), WE WILL LIMIT OUR LIABILITY TO YOU TO A MAXIMUM OF USD 20 OR 100% OF THE AMOUNT PAID BY YOU UNDER YOUR CURRENT WHP DISTRIBUTION SUBSCRIPTION, WHICHEVER IS GREATER. THIS PROVISION DOES NOT APPLY TO EU CONSUMERS WHERE PROHIBITED BY APPLICABLE LAW.
Settlement of disputes
Amicable settlement. We would like to resolve your problems with WHP Distribution without the assistance of a court. Before filing a lawsuit against WHP Distribution, first seek an informal resolution of the dispute by contacting hello (at) whp-distribution.com We will endeavour to resolve the dispute informally by email. If a dispute is not resolved within 15 days of it being raised, you or WHP Distribution may initiate formal proceedings. If you are a resident of the EU, the European Commission provides you with an online dispute resolution platform which you can access here: https://ec.europa.eu/consumers/odr.
Venue – You and WHP Distribution agree that any legal proceeding relating to any claim arising out of or in connection with these TOS or the Services shall be brought in the federal or state courts located at Nevada, Las Vegas pursuant to the following mandatory arbitration provisions. Both you and WHP Distribution consent to venue and jurisdiction by such courts. If you are a resident of a country (for example, an EU member state) whose laws give consumers the right to bring suit in a local court, this paragraph does not affect those provisions.
IF YOU ARE A RESIDENT OF THE USA, YOU ALSO AGREE TO THE FOLLOWING MANDATORY ARBITRATION PROVISIONS:
Arbitration Agreement – You and WHP Distribution agree to resolve all claims relating to these Terms or the Services, except for the situations discussed under “Exceptions to the Arbitration Agreement”, through final and binding arbitration by a single arbitrator. This includes disputes arising out of or relating to the interpretation or application of this “Mandatory Arbitration Provisions” section, including its enforceability, revocability or validity.
Non-agreement to the arbitration agreement – You may indicate your non-agreement to this arbitration agreement by submitting the non-agreement form within 30 days of registering your account. However, if you agreed to a previous version of these TOS where you could choose not to agree to the arbitration agreement, your previous decision remains binding.
Arbitration – The American Arbitration Association (AAA) will conduct the arbitration in accordance with its Commercial Arbitration Rules and Supplemental Procedures for Consumer-Related Disputes. The arbitration will be conducted in the United States in the county of your residence or place of employment, San Francisco, CA, or other agreed location.
Arbitration Fees and Bonuses – The AAA Rules also cover the adjudication of all payable arbitration fees. Dropbox will pay all arbitration fees for individuals for claims of less than $75,000. If arbitration is in your favour and better than any offer we make to settle the dispute, we will pay you $1,000 in addition to the amount of the arbitration. WHP Distribution will not seek attorneys’ fees in arbitration – unless the arbitrator finds your claim to be without merit.
Exceptions to the Arbitration Agreement – You or WHP Distribution may, if the conditions are met, bring an action in Small Claims Court in San Francisco, CA or any other US county of your residence or place of employment. Either party may bring an action to obtain an injunction to enforce any unauthorised use or misuse of the Services or any infringement of any intellectual property rights (for example, trademark, trade secret, copyright or patent rights) without first going through the arbitration or informal dispute resolution process described above. If the arbitration agreement is deemed inapplicable to you or your claim, you consent to the exclusive jurisdiction of the state and federal courts located in San Francisco County in California for the resolution of the dispute.
NO CLASS ACTION – You may only settle disputes with WHP Distribution individually and may not bring a joint, consolidated or representative action. Class arbitrations, class actions, Private Attorney General actions and consolidation with other arbitrations are not permitted. If this paragraph is unenforceable, the entire “Mandatory Arbitration Provisions” paragraph shall be null and void.
These TOS are governed by California law, except for any conflict of law provisions. Some countries (including EU countries) have laws that require contracts and agreements to be governed by the local laws in the consumer’s country. This paragraph does not take precedence over those laws.
These TOS constitute the entire agreement between you and WHP Distribution with respect to the subject matter set forth herein and supersede any prior or contemporaneous agreements or general terms and conditions relating to such subject matter. No rights in favour of third parties are granted by these T&Cs.
Waiver of rights, severability clause and transfer of rights
WHP Distribution’s failure to enforce any clause shall not mean that it cannot be enforced at a later date. If any clause is found to be invalid, the validity of the remainder of the T&C will not be affected and the clause will be amended to include an enforceable term which reflects our intentions as closely as possible. The rights granted under these T&Cs are not transferable and any attempt to do so is void. WHP Distribution may assign its rights to its affiliates or subsidiaries or any successor in title with respect to the Services.
We reserve the right to revise these T&Cs from time to time to better reflect the following:
(a) changes in the law,
(b) new regulatory requirements; or
(c) improvements or enhancements to our Services.
If a change affects your use of the Services or your rights as a user of our Services, we will notify you before the effective date of the change by sending an email to the email address associated with your account or by displaying a message to that effect in the product itself. The effective date of the updated TOS will be at least 30 days after the date of the notification.
If you do not agree with the changes, you must cancel your account before they take effect. Where applicable, we will provide you with a pro-rata refund of the amount paid in advance for the Services, taking into account your termination date. By continuing to use the Services after the changes come into effect, you agree to be bound by the amended TOS.