TERMS AND CONDITIONS OF SERVICE FOR SUBSCRIPTION
The following Terms and Conditions of Service (these “Terms”) govern all locker storage services (the “Services”) that you and your company (“you,” “your,” or the “Customer”) may solicit or receive from RummageSales.com, LLC (DBA SafePackageLockers) (“SafePackageLockers.com”) and its service providers. Customer and SafePackageLockers.com may be individually referred to as a “Party” or jointly as the “Parties” as used herein. These Terms include all documents referenced here or issued by SafePackageLockers.com.
Please read carefully. These Terms constitute a legally binding contract between SafePackageLockers.com and Customer. SafePackageLockers.com may update these Terms from time-to-time and the Terms in force at the time of tender will govern. Customer accepts and agrees to be bound and abide by these Terms by the act of requesting to rent a SafePackageLockers.com storage locker or otherwise receiving Services from SafePackageLockers.com. If Customer does not wish to be bound by these Terms then it must not request the renting of said locker belonging to SafePackageLockers.com or use its Services.
Eligibility. By agreeing to these Terms, you agree that you are at least eighteen (18) years of age, OR an authorized user on a credit card account of a legal guardian and are of sound mind, and can understand the obligations as provided for in these Terms. If you are entering into these Terms on behalf of a customer, business, or other legal entity, you represent that you have the authority to bind such entity and its affiliates to these Terms, which case the terms “you,” “your,” or “Customer” shall also refer to such entity and its affiliates. If you do not have such authority, or if you do not agree to be bound by these Terms, you must not accept these Terms and may not use the Services.
Revision of Terms. SafePackageLockers.com may change or revise these Terms from time to time by providing ten (10) days prior notice either by emailing the email address associated with your account, by posting a notice on SafePackageLockers.com’ website, or by providing notice on the SafePackageLockers.com platform or application (collectively, the “App”). Your use of the Services (defined below) ten (10) days after notice shall constitute full acceptance of the revised or changed terms.
Services. SafePackageLockers.com provides locker storage services through a subscription service with you as well as related services, such as, but not limited to, delivery. Such locker storage services and related services are included within the definition of “Services.” As part of the Services, SafePackageLockers.com will endeavor to make locker space (“Locker Space”) available in a facility owned or controlled by SafePackageLockers.com (“Locker Storage Facility”) for you to delivery small parcels, packages, or other shipments (“Shipments”) . SafePackageLockers.com makes no guarantee to you regarding your or your Shipments’ access to the Locker Storage Facility or Locker Space. You understand and agree that SafePackageLockers.com may refuse any Shipments within its sole discretion, including but not limited to, in the event that Locker Space is limited. Please review the Privacy Policy for SafePackageLockers.com. This document describes Locker Suite’s collection, use, and disclosure of your personal information SafePackageLockers.com may collect from you in connection with your use of the Services.SafePackageLockers.com cares about the integrity and security of your personal information. However, SafePackageLockers.com cannot guarantee that unauthorized third parties will never be able to defeat our security measures or use your personal information for improper purposes. You acknowledge that you provide your personal information at your own risk.
Term and Termination. You have the right to terminate these Terms at any time, provided you do not have a balance due and owing by sending a termination request to support@safepackagelockers.com. Subject to earlier termination as provided below, SafePackageLockers.com may terminate, at its discretion and without cause, these Terms (or the provision of Services) at any time. In addition to any other remedies SafePackageLockers.com may have, SafePackageLockers.com may also terminate these Terms and your access to SafePackageLockers.com’ App immediately if: (a) within SafePackageLockers.com’ sole discretion, you have a high level of Shipment abandonment within the Locker Space or Locker Storage Area; (b) you have exhibited or have threatened to exhibit abusive, damaging, or harassing behavior toward SafePackageLockers.com or any other customer or personnel of SafePackageLockers.com; (c) you have presented to SafePackageLockers.com or have utilized a forged driver’s license or credit card during SafePackageLockers.com’ provision of the Services; (d) you have conducted, been involved in, or threatened fraudulent or illegal activity either during SafePackageLockers.com’ provision of Services or involving a Locker Storage Facility. In the event of termination of these Terms, SafePackageLockers.com reserves the right to immediately disable your access to all Locker Storage Facilities. Following termination, if Shipments are left remaining in any Locker Storage Facility, Locker Space, or overflow room in excess of one (1) month, SafePackageLockers.com will mail the Shipment to your current address on file with SafePackageLockers.com or return to Seller. You will be responsible for all costs incurred. All service fees paid by you to SafePackageLockers.com are forfeited upon termination and will not be prorated.
Grant of License; Uploaded Content.
5.1 Subject to these Terms, SafePackageLockers.com grants to you a limited, non-exclusive, non-transferable, non-assignable, revocable license to download, install, and use the App on a product owned or controlled by you for your personal or business purposes and as described in these Terms. You may not modify, reverse engineer, decompile, or disassemble the App, in whole or in part, or create any derivative works from or sublicense any rights in the App, unless otherwise expressly authorized in writing by SafePackageLockers.com. You may not translate or otherwise attempt to create the source code from the App, or rent, lease, grant a security interest in, or otherwise transfer any rights to, copy, distribute, transmit, display, perform, reproduce, publish, license, or transfer the App, or remove or alter any trademark, logo, copyright, patent or other proprietary notices in the App.
5.2 You represent and warrant that you have all rights, title, interest, and consent necessary to provide any of the information, documentation, data, pictures, text, graphics, articles, photographs, video, images, illustrations, or other materials that you upload to the App or otherwise provide to SafePackageLockers.com (collectively, “Your Content”). You represent and warrant that you will not contribute any of Your Content that (i) infringes or violates the intellectual property rights or proprietary rights, rights of publicity or privacy, or other rights of any third party; (ii) violates any law, statute, ordinance or regulation or is otherwise illegal; (iii) is harmful, fraudulent, deceptive, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, or otherwise objectionable; (iv) impersonates any person or entity; (v) contains a virus, Trojan horse, worm, time bomb, or other harmful computer code, file, or program; or (vi) jeopardizes the security the App or any other user of the App.
Description of Other Rights and Limitations.
6.1 In connection with the license of the App hereunder, the Parties acknowledge and agree that SafePackageLockers.com is expressly not selling to you, and you are not acquiring any right, title or
interest in or to, any patents, copyrights, trade secrets, trademarks, service marks, trade names, or the company name of SafePackageLockers.com (collectively, “SafePackageLockers.com Intellectual Property”), and you will use the App strictly in accordance with our standards, policies and procedures as specified by us from time to time.
6.2 Restrictions on Use.
You shall not:
(a) make the App or the Services available to, or use the App or the Services for the benefit of, anyone other than yourself, except expressly permitted in these Terms;
(b) market, sell, distribute, sublicense, use, modify, translate, reproduce, create derivative works from, dispose of, rent, lease, or authorize or permit access or use of any portion of the App or the Services except as expressly permitted in these Terms;
(c) reverse engineer, decompile, or disassemble the App or the Services, except and only to the extent that such activity is expressly permitted by applicable law;
(d) interfere with or disrupt the integrity or performance of the App or the Services; (e) copy the App or the Services or any part, feature, function thereof;
(f) alter the App or any part, feature, function thereof;
(g) export or use the App in violation of U.S. law, including Department of Commerce export administration regulations;
(h) remove any copyright and other proprietary notices contained in the App;
(i) use the App in a manner which infringes or violates any of the intellectual property, proprietary, or other rights of any third party; or
(j) access and use the App in any manner that is inconsistent with these Terms. Intellectual Property Ownership.
You acknowledge that all intellectual property rights, including without limitation copyrights, patents, trademarks, and trade secrets, in the Services are owned by SafePackageLockers.com or our affiliates or licensors. Your possession, access, and use of the Services do not transfer to you or any third party any rights, title, or interest in or to such intellectual property rights. SafePackageLockers.com and its affiliates and licensors and suppliers reserve all rights not granted in these Terms. You may not use the content of the Services in any other public or commercial way nor may you copy or incorporate any of the content of the Services into any other work, including your own web site or services without the written consent of SafePackageLockers.com. You must have a license from us before you can post or redistribute any portion of the Services. SafePackageLockers.com retains full and complete title to all content on the Services, including any downloadable software and all data that accompanies it. You must not copy, modify or in any way reproduce or damage the structure or presentation of the Services or any content therein.
You may choose to, or SafePackageLockers.com may invite you to submit comments, suggestions, or ideas about the Services, including how to improve the Services (“Ideas”). By submitting any Ideas, you agree that your submissions are voluntary, gratuitous, unsolicited, and without restriction and will not place SafePackageLockers.com under any fiduciary or other obligation. SafePackageLockers.com may use, copy, modify, publish, or redistribute the submission and its contents for any purpose and in any way without any compensation to you. You also agree that SafePackageLockers.com does not waive any rights to use similar or related ideas previously known to SafePackageLockers.com, developed by its employees, or obtained from other sources.
You hereby grant us with a nonexclusive, worldwide, royalty-free, perpetual, irrevocable, sublicensable and transferable right to access, display, or otherwise use Your Content (including all related intellectual property rights) solely in connection with providing the Services and as directed by you. Furthermore, you understand that SafePackageLockers.com retain the right to reformat, modify, create derivative works of, excerpt, and translate any Your Content submitted by you.
Shipment Pickup & Delivery Procedures.
8.1 Shipment Pickup. You agree that any and all Shipments must be picked up by you from the Locker Space within forty-eight (48) hours of the Shipment’s arrival into the Locker Storage Facility. SafePackageLockers.com reserves the right to transfer all Shipments remaining in the Locker Space more than forty-eight (48) hours after arrival at the Locker Storage Facility into an overflow room, separate and apart from the Locker Space. Similarly, Shipments may be immediately placed in an overflow room if Locker Space is unavailable. All Shipments not picked up from the Locker Storage Facility within five (5) days upon arrival may result in a surcharge of $1 per package, charged daily. Furthermore, special arrangements will need to be made for a scheduled pickup of these packages directly from staff. You are responsible for checking the Shipments to ensure that they are your package and must promptly return any package that is not yours. Delivery of Shipments to the Locker Storage Facility is limited to only the transportation providers, delivery services, or couriers approved by SafePackageLockers.com (“Approved Couriers”). SafePackageLockers.com will provide notice to you through these Terms or other communication regarding the list of Approved Carriers. SafePackageLockers.com reserves the right to refuse to accept or process a delivery of a Shipment from a non-Approved Carrier.
8.2 Delivery. Only packages that are 24″x24″x24″ or smaller and weigh less than 30lbs are eligible for concierge delivery. You agree to be available, in-person, for delivery at the time you request through our App. Delivery from any SafePackageLockers.com Facility is only available within a half-mile radius. This service is not included as part of your monthly Service Fees. Additional fees will be incurred for use of this service as per SafePackageLockers.com published rates, which may change from time to time. Delivery to any location is not guaranteed by the payment of the Service Fees. SafePackageLockers.com reserves the right to discontinue this service at any time. Delivery services not available at this time.
Access to Locker Storage Facility.
9.1 Waiver of Liability. You acknowledge and agree that SafePackageLockers.com may not own or have any established property interest in a Locker Storage Facility. If SafePackageLockers.com does not own or have any established property interest in a Locker Storage Facility, you hereby release the owner or the entity with an established property interest in the Locker Storage Facility from any and all liability in connection with the Services or the operation of the Locker Space.
9.2 Packet Sniffers. By acceptance of these Terms and the use of the Services, you hereby acknowledge and agree that you will not utilize nor facilitate the use of packet sniffers, packet analyzers, protocol analyzers, network analyzers, or any other piece of hardware or software used to monitor to network traffic to monitor activity at any Locker Storage Facility or Locker Space utilized by SafePackageLockers.com.
9.3 No Guarantee.
(a) You acknowledge and agree that by payment of the Service Fees (as defined below), you are permitted access to the Locker Storage Facility and Locker Space, as applicable, when you have a package in the respective space but you will in no way be granted any ownership or property interest in the Locker Storage Facility or Locker Space. SafePackageLockers.com does not warrant, guarantee, nor make any commitment whatsoever that Locker Space will be available to you at any given time. The risks associated with the availability of Locker Space are solely on you, as the customer. If there is no available Locker Space for your Shipments, SafePackageLockers.com will place your Shipment within the established overflow room at the Locker Storage Facility.
(b) You acknowledge and agree that if you request delivery from SafePackageLockers.com, SafePackageLockers.com makes no guarantees whatsoever of its ability to deliver a package to you in the time you request. Furthermore, SafePackageLockers.com may place limitations and refuse to deliver any package as per its sole discretion. If SafePackageLockers.com refuses delivery or delivery fails for any reason, it is still your responsibility to ensure your package is picked up from the Locker Storage Facility within the timeframe specified in these terms.
9.4 Locker Space Assigned. You agree that by acceptance of these Terms and the use of the Services, you will not be given a dedicated locker in the Locker Space, even if you are assigned a Suite Number. Your use of the Services and payment of the Service Fees provides you the ability to use the Service and available Locker Space. You agree that you are not renting Locker Space or any space within the Locker Storage Facility from SafePackageLockers.com. You will not have the control to choose which Locker Space is utilized for your individual Shipments.
9.5 Required Validation for Access. Prior to the performance of Services, you agree to provide SafePackageLockers.com a current copy of your and any other person’s utilizing the Services active, valid, state-issued driver’s license and active credit card. SafePackageLockers.com reserves the right to deny access to the Services, the Locker Storage Facility, or the Locker Space if, in its sole discretion, it finds your driver’s license inadequate to verify your identity or the credit card to be invalid. You acknowledge and agree that if your access to a Locker Storage Facility or Locker Space is denied due to an invalid, expired, or otherwise unauthorized driver’s license or credit card, SafePackageLockers.com will not be in any way responsible or liable. It is your obligation to notify SafePackageLockers.com and update the driver’s license and credit card on file as needed. Your access to the Locker Storage Facility and Locker Space is dependent on the following: (a) your possession of a valid package code; or (b) being authenticated and logged into the SafePackageLockers.com App. SafePackageLockers.com reserves the right to deny access to the Locker Storage Facility or Locker Space if you are not in strict compliance with this Section. You agree to receive email and text notifications from SafePackageLockers.com while SafePackageLockers.com is providing the Services to you. You shall be responsible for all applicable telecommunication or carrier fees as a result of such communications.
9.6 SafePackageLockers.com, or any other entity in control of the Locker Storage Facility, may utilize video or photographic surveillance technology in or around the Locker Storage Facility. You agree that while you are accessing the Locker Storage Facility or Locker Space, you consent to such video or photographic activities. You hereby consent for SafePackageLockers.com to utilize the video or photographic footage as part of its ordinary business activities, including but not limited to improvements to technology or marketing activities. You agree that you will not be entitled to any financial compensation or remunerations for SafePackageLockers.com’ use of such video or photographic footage.
10. Shipment Restrictions. You acknowledge and agree that Locker Space is only available for Shipments with the following maximum dimensions: 27” x 16” x 24” (“Maximum Dimension”), including packaging and labeling. A maximum shipment weight of 70 lbs . Any Shipments in excess of this amount may be refused by SafePackageLockers.com without liability. Overflow space can accommodate larger packages but in no scenario can you ship a package to our facility with the smallest dimension greater than 32″ or a singular dimension greater than 70″ or a weight greater than 70 lbs. SafePackageLockers.com reserves the right to place any Shipments in excess of the Maximum Dimensions into the overflow room at the Locker Storage Facility or place a shipment in the overfloow room if Locker Space is unavailable. Overflow space can accommodate larger packages but in no scenario can you ship a package to our facility with the smallest dimension greater than 32″ or a singular dimension greater than 70″ or a weight greater than 70 lbs. You acknowledge and agree that your payment of the Service Fees and subscription with SafePackageLockers.com permit you to have delivered to our facility and to pick up a maximum of: Silver Plan: three (3) shipments per month with no more than three (3) packages arriving on a single day. Gold Plan: seven (7) shipments per month with no more than three (3) packages arriving on a single day. Platinum Plan: seven (7) Shipments per month combined between the two (2) subscribers with no more than three (3) packages arriving on a single day. Diamond Plan: fifteen (15) per month, combined between the two (2) subscribers, with no more than three (3) packages arriving on a single day. Any Shipments in excess of these amounts may be refused by SafePackageLockers.com without liability.
11. Service Fees. You agree to pay SafePackageLockers.com the service fees established and according to the payment schedule set forth by SafePackageLockers.com (the “Service Fees”). You accept and agree that any expenditures, third party fees, or other charges assessed to SafePackageLockers.com by a Seller, transportation provider, delivery service, or courier, which are incidental to the Services, shall be charged to you for payment in addition to the Service Fees.
The Service Fees shall include a monthly service fee for the use of the Services and any additional penalty incurred. You agree that by payment of the Service Fees, you do not have any interest in the Services, SafePackageLockers.com App, or any Locker Storage Facility or Locker Space. SafePackageLockers.com may provide you the opportunity to pay a contract-based fee rate, which shall be paid in full at the onset of the contract. No refund or pro-ration will be provided for early termination. Any fees which SafePackageLockers.com may charge you for the Services are due immediately. When you initiate a transaction with us, SafePackageLockers.com’ third party payment processor will authorize your credit or debit card for the full amount of your purchase. SafePackageLockers.com, at its sole discretion, may make promotional offers with different features and different rates to any customer. These promotional offers, unless made to you, shall have no bearing whatsoever on your offer or contract. SafePackageLockers.com may change the fees for the Services in its sole discretion.
12 Warranty Disclaimers and Release.
The Services are provided “as-is” and “as available” and SafePackageLockers.com expressly disclaims any warranties of any kind, whether express or implied, including the warranties of merchantability, fitness for a particular purpose, title, quiet enjoyment, accuracy, or non-infringement. SafePackageLockers.com
makes no warranty that the Services: (a) will meet your requirements or expectations; (b) will be available on an uninterrupted, timely, secure, or error-free basis; (c) will be accurate, reliable, free of viruses, or other harmful code, complete, legal, or safe; (d) result in any revenue, profits, or cost reduction.
SafePackageLockers.com does not assess the suitability, legality, regulatory compliance, quality or ability of any Locker Space, and SafePackageLockers.com makes no warranty regarding the foregoing. By using the Services, you and your Customer or shipments, as applicable, may be exposed to situations that are
potentially dangerous, offensive, harmful, unsafe, or otherwise objectionable. Your use of the Services is at your own risk. Your interactions with other companies and third parties are solely between you and such companies or third parties. You agree that SafePackageLockers.com will not be responsible for any loss or damage incurred as the result of any such interactions. If there is a dispute between you and any other Customer or third party, SafePackageLockers.com is under no obligation to become involved.
You hereby release SafePackageLockers.com (and its officers, directors, employees, agents, successors, insurers, and assigns) of and from, and hereby waive and relinquish, each and every past, present, future dispute, claim, controversy, demand, right, obligation, liability, action, and cause of action of every kind and nature (including personal injuries, death, and property damage) arising from your use of the Services, or in any way related to other companies or third parties.
The exercise of this right does not alleviate, amend, eliminate, or abridge your obligation to adhere to applicable Laws, nor does it impose an affirmative responsibility on SafePackageLockers.com to verify your adherence to applicable Laws.
YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT USE OF THE SERVICES ARE AT YOUR SOLE RISK AND THAT THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY AND EFFORT IS WITH YOU. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES (INCLUDING, WITHOUT LIMITATION, ANY THIRD PARTY MATERIALS, THIRD PARTY SOFTWARE OR SERVICES) IS PROVIDED TO YOU ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND, AND GOPUFF HEREBY EXPRESSLY DISCLAIMS ALL WARRANTIES AND CONDITIONS WITH RESPECT TO THE SERVICES OR THE PRODUCTS (INCLUDING THE USE, PERFORMANCE AND SUPPORT THEREOF), EITHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES AND/OR CONDITIONS OF MERCHANTABILITY, OF SATISFACTORY QUALITY, OF FITNESS FOR A PARTICULAR PURPOSE, OF ACCURACY, OF QUIET ENJOYMENT, TITLE OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS, INTERFERENCE WITH ENJOYMENT, COMPLETENESS, INTEGRATION, FREEDOM FROM DEFECTS OR DISABLING DEVICES, UNINTERRUPTED USE AND ALL WARRANTIES IMPLIED FROM ANY COURSE OF DEALING OR USAGE OF TRADE. SAFEPACKAGELOCKERS.COM DOES NOT WARRANT THAT (A) THE SERVICES WILL MEET YOUR REQUIREMENTS, (B) OPERATION OF THE SERVICES WILL BE UNINTERRUPTED OR VIRUS- OR ERROR-FREE, (C) THAT THE SERVICES WILL OPERATE OR BE COMPATIBLE WITH ANY OTHER APPLICATION OR ANY PARTICULAR SYSTEM OR DEVICE, (D) DEFECTS IN THE SERVICES WILL BE CORRECTED OR (E) THAT THE APP WILL BE AVAILABLE FOR REINSTALLS ON THE SAME OR MULTIPLE DEVICES. NO ORAL OR WRITTEN INFORMATION OR ADVICE PROVIDED BY SAFEPACKAGELOCKERS.COM OR ITS AUTHORIZED AGENT OR REPRESENTATIVE SHALL CREATE A WARRANTY. SOME JURISDICTIONS DO
NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES SO SOME OR ALL OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. TO THE EXTENT NOT PROHIBITED BY LAW, YOU AGREE THAT IN NO EVENT WILL ANY SAFEPACKAGELOCKERS.COM ENTITY BE LIABLE (I) FOR DAMAGES OF ANY KIND, INCLUDING DIRECT, INDIRECT, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (INCLUDING, BUT NOT LIMITED TO, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, LOSS OF USE, DATA OR PROFITS, BUSINESS INTERRUPTION OR ANY OTHER DAMAGES OR LOSSES, ARISING OUT OF OR RELATED TO YOUR USE OR INABILITY TO USE THE SERVICES), HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, WHETHER UNDER THIS AGREEMENT OR OTHERWISE ARISING IN ANY WAY IN CONNECTION WITH THE SERVICES OR THIS AGREEMENT AND WHETHER IN CONTRACT, STRICT LIABILITY OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE) EVEN IF SAFEPACKAGELOCKERS.COM HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE, OR (II) FOR ANY OTHER CLAIM, DEMAND OR DAMAGES WHATSOEVER RESULTING FROM OR ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE DELIVERY, USE OR PERFORMANCE OF THE SERVICES, INCLUDING ANY LOSS OF PROPERTY OR REVENUES OR ANY CLAIM, DEMAND OR DAMAGES ARISING FROM ANY TRANSACTION THROUGH THE SERVICES INITIATED OR COMPLETED BETWEEN YOU AND SAFFEPACKAGELOCKERS.COM SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE EXCLUSION OR LIMITATION MAY NOT APPLY TO YOU. If, for any reason, a court finds SafePackageLockers.com liable for damages notwithstanding the foregoing, in no event shall the SafePackageLockers.com’ total liability for all damages arising out of or in connection with the Services or this Agreement exceed the amount paid by you to SafePackageLockers.com for your use or receipt of the Services. The foregoing limitations will apply even if the above stated remedy fails of its essential purpose. You agree that the above limitations of liability together with the other provisions in this Agreement that limit liability are essential terms of this Agreement and that SafePackageLockers.com would not be willing to perform the Services or grant you the rights set forth in this Agreement but for your agreement to the above limitations of liability; you are agreeing to these limitations of liability to induce SafePackageLockers.com to grant you the rights set forth in this Agreement. This section shall survive termination or expiration of this Agreement for any reason.
Prohibited Items. You agree that you will not use the Locker Space or Locker Storage Facility for any illegal or suspect purposes. You agree that you will not place orders for the delivery of any prohibited items (“Prohibited Items”) to any Locker Storage Facility owned or controlled by SafePackageLockers.com. Prohibited Items shall include, but not be limited to the following: (a) Shipments containing or considered hazardous materials or dangerous as defined by applicable federal, state, or provincial legislation or regulations, including, but not limited to, those set forth in the United States Department of Transportation regulations, 49 CFR Parts 100 to 185; (b) Shipments constituting biohazards as defined by applicable federal, state, or provincial legislation or regulations; (c) any Shipments containing contraband, weaponry, drug paraphernalia, or other illicit items; (d) any Shipments constituting foodstuffs or organic materials; (e) any Shipments with a market value over five thousand dollars ($5,000.00); (f) any Shipments containing live or dead animals; (g) any Shipments containing increased magnetic or radiation levels, above what is permitted by applicable law; or (h) any other items declared to be prohibited by SafePackageLockers.com, in its sole discretion. SafePackageLockers.com may from time to time provide a list or notification to you that such items are prohibited in any Locker Storage Facility. Such notifications are deemed effective when published. SafePackageLockers.com may, in its sole discretion, reject Shipments that SafePackageLockers.com determines are prohibited pursuant to these Terms.
Liability of SafePackageLockers.com.
14.1 All Shipments delivered or stored at a Locker Storage Facility shall be at your risk. SafePackageLockers.com shall not be liable for any loss, theft, or damage or deterioration to the Shipments whether through its negligence or for any other cause whatsoever unless such damage or loss resulted from a failure of SafePackageLockers.com to perform the Services in accordance with such care as a reasonably careful person would exercise under like circumstances or any damages which could not have been avoided by the exercise of such care. Additionally, SafePackageLockers.com shall not be liable for any loss or damage to the Shipments: (a) caused by any defects in the manufacturing or packaging of such Shipments; (b) attributable to transportation and delivery providers failing to deliver the full shipment of expected Shipments inside the Locker Storage Facility or otherwise caused by the acts or omissions of such transportation providers; (c) delivered to the Locker Storage Facility in damaged condition and such damage was reported to you; (d) attributable to concealed damage; and (e) as a result of the negligence or intentional misconduct of you, Seller, or any of your or its employees, agents, or subcontractors. Notwithstanding the foregoing, under no circumstance will SafePackageLockers.com assume any liability for penalties, financial or otherwise, that may exist in contracts between you and Seller. You expressly release SafePackageLockers.com from and agree to indemnify, defend, and hold harmless SafePackageLockers.com against any and all claims for such loss or damaged described in this Section, including, without limitation, costs and reasonable attorneys’ fees incurred by SafePackageLockers.com in connection therewith.
14.2 The quality, condition, contents, and value of the Shipments are not known to SafePackageLockers.com except as declared to SafePackageLockers.com by you.
14.3 Shipments delivered and stored in Locker Space are not insured by SafePackageLockers.com and the Service Fees do not include insurance unless specified in writing and signed by SafePackageLockers.com. Accordingly, it is the sole responsibility of you to ensure that the Shipments are insured at the Locker Space to cover loss of or damage to the Shipments. If you carry any insurance on the Shipments, you and your insurance carrier waive all subrogation against SafePackageLockers.com. Copies of such waiver shall be furnished to SafePackageLockers.com upon request.
14.4 Without limiting the generality of Sections 14.1 to 14.3 above, you specifically acknowledge and agree that:
(a) SafePackageLockers.com shall in no circumstances be liable for loss or damage or deterioration to the Shipments resulting from any of the following perils or circumstances: inaccuracies, obliteration or absence of marks, numbers, address, or description, fire or explosion from any cause, flood, wind, storm, earthquake or other acts of God, irresistible force, ware, insurrection, riot, civil or military authority, strikes, picketing or any other labor trouble, shrinkage in weight, loss in quality or due to the inherent or perishable nature of the Shipments, insufficient boxing, crating or packaging, for wear and tear or any cause beyond the control of SafePackageLockers.com. No responsibility will be assumed for loss of or damages to Shipments by leakage or failure to detect the same or for concealed damage, or for loss or damage caused by breakage, theft, ice, vermin, sprinkler leakage, steam, frost, heating or corruption, rust, decay or water or other damages resulting from defects in the structure of the Locker Storage Facility, including the water system, sewer, drainage, electricity, theft or vandalism at the Locker Storage Facility, or for damages resulting from the usage of the Locker Storage Facility or Locker Space;
(b) SafePackageLockers.com shall not be responsible or liable to you, or any person claiming by, through or under you, for any loss of, damage or injury to any property or to any persons at any time in or about the Locker Storage Facility from theft, fire, explosion, falling plaster, bursting, breakage, leakage, steam, gas, electricity, water, dampness, sewage, lightning, rain, wind, snow, or any other cause whatsoever which is beyond the reasonable control of SafePackageLockers.com, nor shall SafePackageLockers.com be in any way responsible or liable to you, or any person claiming by, though or under you in case of any accident or injury including death to any of your employees, agents, or invitees or to any person or persons in or about the Locker Storage Facility. SafePackageLockers.com shall employ the same measure of care (but in no event less than reasonable care) that SafePackageLockers.com employs in protecting its own products and personnel for purposes of ensuring that you and your Shipments are not exposed to harm while in the Locker Storage Facility.
(c) SafePackageLockers.com shall in no circumstances be liable for any direct or indirect loss, consequential damages, or special damages, including but not limited to loss of profit, loss of business, loss of business opportunities, loss of Customer goodwill or punitive or exemplary damages or the cost and expenses in providing or securing substitute revenues or substitute service providers, for any reason whatsoever even if SafePackageLockers.com has been advised of the possibility of the same, and without regard to the nature of the claim and the underlying theory or cause of action (whether in contract, tort, or otherwise).
(d) All SafePackageLockers.com’s charges incurred with respect to Shipments lost or damaged as a result of any such peril, including without limitation the costs of removing and disposing of such Shipments and the costs of any environmental cleanup and site remediation, shall constitute a charge on the remaining Shipments and against you.
(e) Subject to the limitations set forth herein, and without limiting the generality of the foregoing, in any event, the liability of SafePackageLockers.com shall be limited to the “Replacement Cost” of lost or damaged Shipments while the Shipments are in SafePackageLockers.com’ care, custody and control to the extent such loss or damage results from SafePackageLockers.com’ failure to perform the Services in accordance with the standard of care set forth above, but in no case shall the liability exceed one hundred dollars ($100.00) per Shipment irrespective of the contents of the Shipment or the nature of your claim. For purposes of these Terms, “Replacement Cost” shall mean the lower of your actual manufacturing or acquisition cost to replace the lost or damaged Shipments at their pre-loss condition, plus shipping and handling costs less salvage value, if any. When determining SafePackageLockers.com’ responsibility for lost Shipments, SafePackageLockers.com shall be entitled to an annual allowance (the “Allowance”) of 2.5% of the throughput of Shipments through any Locker Storage Facility in the previous twelve (12) months, which must be exceeded prior to SafePackageLockers.com being liable for any damage, loss, or shortages of your Shipments.
(f) Notwithstanding anything contained in these Terms to the contrary, you hereby waive and release for yourself and your insurers, any and all rights of recovery, claims, actions, or causes of action, against SafePackageLockers.com, its agents, contractors, officers, or employees for loss of or damage to Shipments that are within the Allowance or in excess of one hundred dollars ($100.00) per Shipment and you covenant that no insurer shall hold any right of subrogation against SafePackageLockers.com. Your failure to secure an appropriate clause in, or endorsement to, your respective insurance coverage, which waives the right of subrogation as provided for above, shall not in any manner affect the intended waiver
and release hereunder and, if your insurance company seeks subrogation against SafePackageLockers.com because of the absence of such a waiver and release, then you shall defend, indemnify and hold SafePackageLockers.com harmless from and against such subrogation claim.
(g) SafePackageLockers.com shall not be responsible for delays in delivery by the transportation providers, nor for demurrage chargebacks or other time penalties arising from any delay which cannot be reasonably avoided by SafePackageLockers.com in the normal course of its business.
Indemnification.
15.1 You shall indemnify, defend, and hold harmless SafePackageLockers.com and any affiliated and controlling entities of SafePackageLockers.com, and the directors, employees, officers, agents, subcontractors, licensors and suppliers of all of them (“SafePackageLockers.com Indemnitees”) from and against all third party liabilities, claims, suits, demands, actions, fines, damages, losses, costs, and expenses (including reasonable attorneys’ fees) (“Claims”) for injury to or death of any person or damage to or loss of real property and improvements thereon or tangible personal property to the extent caused by or resulting from your negligent acts or omissions or willful misconduct or those of your employees or agents; provided however, that this Section shall not apply to any loss or destruction of, or any damage to Shipments for which the Services are provided.
15.2 You shall further indemnify, defend, and hold harmless SafePackageLockers.com and the SafePackageLockers.com’ Indemnitees from and against any third party Claims including, but not limited to, third party Claims arising out of or in connection with: (a) the use or purchase of the Shipments; (b) lost, damaged or undelivered Shipments; (c) Shipments which are not timely delivered; (d) any and all receiving or shipping charges of any kind, including without limitation, demurrage or detention charges, unless such charges are the result of SafePackageLockers.com’ negligent acts or omissions; (e) any and all loss, injury, or damage to the Shipments shipped to SafePackageLockers.com which are refused and returned by SafePackageLockers.com to their originating point and all costs associated therewith; (f) any and all losses and other damages, including fines, penalties, chargebacks, or other charges which SafePackageLockers.com may incur (including reasonable attorneys’ fees and costs), resulting from your failure to provide timely and accurate information to SafePackageLockers.com; and (g) the performance or non-performance of the Services, except to the extent of SafePackageLockers.com’ negligent acts or omissions.
15.3 SafePackageLockers.com shall provide prompt written notice of any Claim, tender defense or settlement to you, and fully cooperate in the defense of the Claim, provided that the failure to give such notice shall not affect the SafePackageLockers.com or the SafePackageLockers.com Indemnitees’ right to indemnification hereunder unless the failure to give such notice materially and adversely affects the rights and remedies, or liability of you with respect to such Claim. Should you fail to honor a timely request for indemnification, then SafePackageLockers.com shall be entitled to all reasonable attorneys’ fees and costs incurred in the enforcement of the right of indemnification hereunder.
15.4 No compromise or settlement of a Claim may be affected by you without
SafePackageLockers.com’ consent unless: (a) there is no finding or admission of any violation of law or any violation of the rights of any person by SafePackageLockers.com; (b) there is no effect on any other Claim that may be made by or against SafePackageLockers.com; (c) the sole relief provided is monetary damages that are paid in full by you; and (d) the compromise or settlement contains, as an unconditional
term thereof, the giving by the claimant or the plaintiff of SafePackageLockers.com a release from all liability in respect of such Claim. SafePackageLockers.com shall have no liability with respect to any compromise or settlement effected without its consent.
Confidentiality. You acknowledge that you may receive materials and information from SafePackageLockers.com that are considered to be proprietary and confidential, including information relating to Shipments, volume, customers, pricing, procedures, processes, technical specifications, designs, computer code, software applications and related documentation, and technology. SafePackageLockers.com’ confidential information includes the App and the terms of these Terms. You agree that all such materials and information acquired or obtained by you hereunder shall be held in confidence, protected with the same degree of care that you employ for the protection of your own confidential and proprietary information of a similar nature (not less than reasonable care), and you shall not reveal or disclose any such information without SafePackageLockers.com’ prior written consent other than as expressly permitted by this Agreement. You shall not have any obligation, however, to preserve the confidentiality of any such materials and information to the limited extent that it: (a) is in the public domain or generally available to the public; (b) was in the possession of or disclosed to you prior to the date hereof, free of any obligation to keep the same confidential; (c) is lawfully acquired by you from a third party under no obligation of confidentiality to the other Party; or (d) is required to be disclosed by you under law or court order, provided, however, that you shall give prompt written notice thereof to SafePackageLockers.com (where permitted by law). You agree and acknowledge that a monetary remedy for a breach of this Section may be inadequate and that such breach may cause SafePackageLockers.com irrevocable harm. In the event of a breach, SafePackageLockers.com will be entitled, without the posting of a bond and in addition to any monetary damage it may subsequently prove, to seek temporary and permanent injunctive relief, including temporary restraining orders, preliminary injunctions and permanent injunctions. This Section supersedes and supplants any and all prior agreements between the Parties regarding confidential information and/or confidentiality, including, but not limited to, any nondisclosure agreements executed between the Parties. The provisions of this Section shall survive the termination of this Agreement.
Force Majeure. SafePackageLockers.com shall not be liable for any failure or delay in performance hereunder which may be due, in whole or in part, to fire, explosion, earthquake, storm, flood, drought, or other adverse weather condition, accident, casualty, breakdown of machinery or facilities, strike, lockout, combination of workmen or other labor difficulties (from whatever cause arising, and whether or not the demands of the employees are reasonable or within SafePackageLockers.com’ power to grant), pandemics or epidemics, war, civil disturbance, acts of terrorism, insurrection, riot, act of God or the public enemy, law, act, order, proclamation, decree, regulation, ordinance, instruction or request of Government or other public authorities, judgment or decree of a court of competent jurisdiction, delay or failure of Sellers or transportation providers, labor shortage, inability to obtain equipment, operating materials, plant equipment or materials required for SafePackageLockers.com’ performance, or any contingency or delay or failure or cause of any nature beyond the reasonable control of SafePackageLockers.com, whether or not of the kind hereinabove specified and whether or not any such contingency is presently occurring or occurs in the future. SafePackageLockers.com shall give notice of any force majeure event as soon as reasonably practicable by giving notice to your administrative email account.
Dispute Resolution. Arbitrations, No Class Actions. All disputes, controversies, or differences that may arise out of, in connection with, or in relation to this Agreement shall be settled amicably and promptly by mutual consultation between the Parties’ executive level management. In the event of the failure to
reach settlement, any dispute shall be resolved by binding arbitration to be held in Sioux Falls South Dakota, in accordance with the then-existing rules of the American Arbitration Association (“AAA”), and judgment upon the award rendered may be entered in any court having jurisdiction thereof. If the dispute involves an amount at issue of more than one hundred thousand dollars ($100,000.00), then, at either Party’s option, arbitration shall be performed by a three-member panel, with each Party selecting one arbitrator, and those two arbitrators selecting a third, neutral arbitrator, who shall chair the proceedings. (With respect to disputes involving a lesser amount, the arbitration shall be performed by a single arbitrator selected by the Parties or, if the Parties cannot agree on an arbitrator within fourteen (14) days, selected by the AAA pursuant to its rules.) In all cases, each Party shall bear its own cost of participating in the arbitration, with the costs of the arbitration proceedings being shared equally by the Parties. ALL PARTIES AGREE THAT ANY DISPUTE RESOLUTION PROCEEDINGS WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED OR REPRESENTATIVE ACTION. Further, you agree that the arbitrator may not consolidate proceedings or more than one person’s claims, and may not otherwise preside over any form of a representative or class proceeding, and that if this specific proviso is found to be unenforceable, then the entirety of this arbitration clause shall be null and void.
If for any reason a claim proceeds in court rather than in arbitration all parties EACH WAIVE ANY RIGHT TO A JURY TRIAL. We also both agree that you or SafePackageLockers.com may bring suit in court for injunctive relief.
Governing Law; Waiver of Right to Jury Trial. These Terms shall be deemed to be made in and in all respect shall be interpreted, construed and governed by and in accordance with the laws of the Commonwealth of South Dakota without regard to the conflict of law principles thereof. You hereby waive to the fullest extent permitted by applicable law any right you may have to a trial by jury in any action arising out of or related to these Terms.
Electronic Communications. You consent to receive communications from SafePackageLockers.com in an electronic form and agree that all terms and conditions, agreements, notices, disclosures, and other communications that SafePackageLockers.com provides to you electronically satisfy any legal requirement that such communications would satisfy if it were in a hard copy writing.
Severability and Waiver. If any provision of these Terms, or any application thereof, should be construed or held to be invalid or unenforceable, the remaining provisions shall not be affected thereby but shall remain in full force and effect. SafePackageLockers.com’ failure to require strict compliance with any provision of these Terms shall not constitute a waiver to later demand strict compliance with that or any other provisions of these Terms.
Assignment. You may not assign your rights or delegate your duties and obligations under these Terms to any other person or entity without the prior written consent of SafePackageLockers.com. SafePackageLockers.com may assign or transfer its rights or delegate its duties and obligations under
these Terms without restriction. These Terms are binding upon, and will inure to the benefit of, the successors and permitted assigns of the Parties.
Taxes. You are solely responsible for any and all duties, taxes, levies or fees (including any sales, use or withholding taxes) imposed on or in connection with this Agreement by any authority.
Reservation of Rights. All rights not expressly granted to you in this Agreement are reserved and retained by SafePackageLockers.com or its suppliers, rightsholders, or partners. No part of the Services may be reproduced, duplicated, copied, sold, resold, visited, or otherwise exploited for any commercial purpose without express written consent of SafePackageLockers.com.
Account and Password. If you use the Services, you are responsible for maintaining the confidentiality of your account and password and for restricting access to your computer or mobile device, and you agree to accept responsibility for all activities that occur under your account or password.