This Place of Pickup Member Agreement together with a completed Via.Delivery Registration Form ("Agreement") is by and between Via.Delivery Corporation ("Via.Delivery"), and the individual or entity listed on a Via.Delivery Registration Form ("Member"), and is effective as of the date the Member completes and submits such Registration Form to Via.Delivery ("Effective Date").
For purposes of this Agreement, the following terms shall have the meanings specified in this Section:
"Consumer" refers to an individual or legal entity to whom the Package is being sent and who receives it at the pickup point of Member.
"Package" means any container and its contents, as well as any article that may be handled without packaging if the handling thereof can be accomplished in a reasonably safe and practicable manner.
"Pickup point" means the area within a Member location, which provides storage and verification of identity for the delivery and return of Packages.
"VDC Solution" means Via Delivery's two proprietary web applications for pickup of Packages and access to personal area to manage flow of Packages which are provided by Via.Delivery at no cost to Member and that can be used by Member simultaneously: (1) the first one is optimized for work on mobile devices; (2) the second one is focused on desktop computers.
2.0 Subject matter
2.1 Member undertakes to receive, store and issue Packages to Consumers. Via.Delivery undertakes to deliver Packages to the Pickup point during operating hours of the Pickup points and pay the cost of the services performed at Member.
2.2 Member shall follow instructions of Via.Delivery for receiving, storage and issuance of Packages.
3.0 Terms of cooperation
3.1 Via.Delivery shall deliver Packages to the Pickup point during the operating hours of the Pickup point(s) as set forth on the Member's Registration Form. Should Member set the maximum size and weight of Packages, Via.Delivery shall comply with the requirements set.
3.2 Member shall receive, store and issue Packages to Consumers during the operating hours complying with identification of the Consumer, including verifying valid age for goods requiring Adult Signature Verification.
3.3 Via.Delivery shall provide Place of Pickup with its VDC solution. Member acknowledges that the VDC solution is provided "as is" without warranty. Via.Delivery expressly disclaims all warranties of any kind, whether express, statutory or implied, including, but not limited to, the implied warranties of merchantability, fitness for a particular purpose and non-infringement.
3.4 Member shall store Packages for up to seven (7) calendar days from the date when the delivery is made. Should the Consumer not pick it up during that period, Member shall return the Package using the original carrier (e.g. FedEx, UPS, etc.).
3.5 Member shall have at least 1 (one) mobile phone with a camera and Internet access to manage Packages pickups during operating hours.
3.6 Member is not responsible for the contents of the Packages, but Member is responsible for the safety and storage of the Packages. In case of loss of Packages, Via Delivery has the right to terminate the Agreement unilaterally without prior notice..
3.7 Via.Delivery shall obligate shippers: (a) to comply with the law of the state of the operation of the Member ; and (b) not to accept any "prohibited items" (e.g. no drugs, weapon, flammable and toxic materials) as part of the contents of the Packages.
3.8 Member agrees to notify Via.Delivery in a timely manner prior to any change in the operating hours or address of the Pickup point.
3.9 Member represents and warrants that: (a) the Pickup point (and premises on which the Pickup point is situated), are in a good, safe, dry and temperature controlled environment, and in a clean operating condition and suitable for Consumers as invitees; (b) it will maintain suitable resources and facilities and competent and knowledgeable personnel to staff the Pickup point and will be fully responsible to Via.Delivery for the acts or omissions of its personnel; and (c) it will indemnify Via.Delivery for any breach of (a) or (b).
4.0 VDC Solution Access
4.1 Member is solely responsible for: (a) obtaining and maintaining the data network access necessary to use the VDC Solution; and (b) acquiring and updating compatible equipment necessary to access and use the VDC Solution and any updates thereto.
4.2 Via.Delivery does not guarantee that the VDC Solution will function on any particular hardware or devices. In addition, the VDC Solution may be subject to malfunctions and delays inherent in the use of the Internet and electronic communications.
5.0 Duration and termination
5.1 This Agreement is valid for an initial term of twelve (12) months from the Effective date.
5.2 This Agreement shall be automatically renewed for additional consecutive terms of one (1) year, unless terminated by written notification of either party to this Agreement sent to the other party at least 10 (ten) days prior to its expiration date.
5.3 Each party to this Agreement has the right to terminate this Agreement for convenience upon thirty (30) days written notification of termination to the other party.
5.4 Upon any termination of this Agreement, Member agrees to hold packages up to the seven (7) calendar day period upon which any package that remains at Member's location shall be sent back to original Shipper using the original carrier. Place of Pickup Member shall call the local terminal for the original carrier that delivered the remaining packages and ask that such carrier come pick such packages up as "Refused" shipments since the Consumer(s) did not pick up the package(s) in a timely manner.
6.1 As used herein, "Confidential Information" means all confidential information disclosed by a party (a "Disclosing Party") to the other party (a "Receiving Party"), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information of each party will include the terms and conditions of the Agreement, as well as business and marketing plans, technology and technical information, product plans and designs, and business processes disclosed by such party. However, Confidential Information will not include any information that: (a) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party; (b) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party; (c) is received from a third party without breach of any obligation owed to the Disclosing Party; or (d) was independently developed by the Receiving Party.
6.2 Except as otherwise permitted in writing by the Disclosing Party, the Receiving Party will: (a) use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but in no event less than reasonable care); (b) not disclose or use any Confidential Information of the Disclosing Party for any purpose outside the scope of the Agreement; and (c) limit access to the Confidential Information of the Disclosing Party to those of its employees, contractors and agents who need such access for purposes consistent with the Agreement and who have signed confidentiality agreements with the Receiving Party containing protections no less stringent than those herein.
7.1 This Agreement expresses the complete and exclusive statement of the understanding between the parties regarding the subject matter herein and supersedes any prior or contemporaneous written or oral proposals and agreements, representations or courses of dealing
7.2 Neither party is entitled to transfer its rights and obligations under the Agreement to third parties without the prior written consent of the other party.
7.3 Neither party will be responsible for any failure or delay in its performance due to causes beyond its reasonable control.
7.4 VIA. DELIVERY SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF VIA. DELIVERY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES). SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE MAY NOT APPLY TO THE PARTIES TO THE AGREEMENT. IN NO EVENT WILL VIA. DELIVERY'S TOTAL CUMULATIVE DAMAGES EXCEED THE TOTAL AMOUNT RECEIVED BY MEMBER FROM VIA. DELIVERY IN THE THREE (3) MONTHS PRECEDING THE INCIDENT GIVING RISE TO SUCH DAMAGES.
7.5 All disputes and disagreements that may arise between the parties hereto and arising from or in connection with this Agreement shall be resolved through negotiations. If negotiations are unable to resolve the dispute within seven (7) working days of the aggrieved party's request for negotiation, either party may seek all remedies in law or equity. This Agreement will be governed by and interpreted in accordance with the laws of the State of California, excluding its conflict of law principals, and you hereby consent to the exclusive jurisdiction and venue of the state and federal courts in the County of San Francisco. This Agreement shall be construed and enforced without regard to the United Nations Convention on the International Sale of Goods.
7.6 Via.Delivery reserves the right at any time to modify this Agreement and to impose new or additional terms or conditions on your membership, use of the VDC Solution and participation in the Via.Delivery service, provided that Via.Delivery will use commercially reasonable efforts to provide Member with thirty (30) days' advance notice of any material adverse change, unless it would not be reasonable to do so due to circumstances arising from legal, regulatory, or governmental action; to address security, user privacy, or technical integrity concerns; to avoid service disruptions to other users; or due to a natural disaster, catastrophic event, war, or other similar occurrence outside of Via.Delivery's reasonable control.