Point Pickup Technologies, Inc.
Delivery Provider Agreement
Last Revised: December 13th, 2021
This Delivery Provider Agreement (this “Agreement”) constitutes a binding contract between you (“you”) and Point Pickup Technologies, Inc. (“Point Pickup”, “us”, or “we”) governing your provision of shopping, pick-up, carry and delivery services (the “Delivery Provider Services”), provided to your Clients (as defined herein) with the assistance of Point Pickup’s marketing, sales, technology and other services (each a “Point Pickup Service”).
Point Pickup Services. Point Pickup will make commercially reasonable efforts to provide the following services to you:
- Site Listing. Point Pickup may list you as a provider of Delivery Provider Services via the Point Pickup Services, which may include your biography and other information provided by you and approved by Point Pickup. By agreeing to this Agreement, you hereby agree to Point Pickup’s use of your information for such purpose and the disclosure of your information to third-party merchants who may engage you to provide Delivery Provider Services.
- Engagement Service. Point Pickup will provide you with a Web and mobile based engagement system via the Point Pickup Service, through which merchants that use the Point Pickup Services can engage you to perform Delivery Provider Services. To the extent required via the Point Pickup Services, you will keep current the days, times, and locations for which you have availability to perform Delivery Provider Services (your “Flex Area of Service”). You may accept or reject any available opportunity to perform Delivery Provider Services (each, a “Job”) within your Flex Area of Service at your sole discretion. For clarity, you are not guaranteed any volume or number of Jobs during any particular time. By accepting any Job, you agree to accept and comply with all lawful, applicable Job-related instructions from your Clients for such Job (including, without limitation, the time period in which the Job is to be completed; how to handle contingencies such as rejected or undeliverable items; the type and frequency of communications the Client requires; and how to carry out the Job).
- Recordkeeping Service. Point Pickup will maintain general records of Jobs performed by you for merchants (your “Clients”).
- Administrative, Management, and Technology Services. Point Pickup will provide miscellaneous administrative and management services to facilitate your business, including the technology and operations necessary to communicate with you and your Clients.
- Billing Service. Point Pickup will, where applicable, provide an online billing and payment system for you to bill your Clients.
- Customer Service. To the extent Point Pickup receives any communications directly from your Clients regarding you or your Delivery Provider Services, Point Pickup may notify you of, or provide feedback to you regarding, such communications and you agree to consider such feedback and/or communications in good faith and respond as you determine to be appropriate after consultation with Point Pickup. In addition, Point Pickup may, upon a Client’s request, cease displaying opportunities for you to provide Delivery Provider Services to a particular Client.
- Exclusions from the Point Pickup Services. The Point Pickup Services only relate to the business services described above. The Point Pickup Services do not include your Delivery Provider Services or anything else related to shopping, picking, picking-up or delivering objects. You are solely responsible for all of your own tools, equipment, training, licensing, insurance and other materials or requirements related to the Delivery Provider Services. Point Pickup is not, and will not be, responsible for any liability arising out of the Delivery Provider Services you provide, including, but not limited to, injuries to your Clients, loss of goods, or traffic accidents occurring during a Job. Point Pickup will also not have any input into your work schedule, time off, or other control over your performance of Delivery Provider Services.
- Delivery Provider Responsibilities. You will supply Point Pickup with a copy of your current driver’s license, other applicable licenses, and any relevant professional certifications. If you elect to use a Vehicle (as defined below) to perform Delivery Provider Services, you may also be required to provide your prior driver’s license information, information on your driving record, proof of insurance covering each Vehicle, and other details regarding each Vehicle, including a photo of your Vehicle. You may be required to provide other information we need in order to verify your identity. You represent that all information you provide is accurate and complies with relevant law and that you consent to our use of your information as contemplated herein, and, during the term of this Agreement, you will immediately notify Point Pickup of any change in contact, certification, licensing, or insurance information. You assume complete responsibility for all Delivery Provider Services provided to each Client and for compliance with all laws, regulations, and standards pertaining to your Delivery Provider Services. You represent that you are (i) free to enter into this Agreement and perform each of its terms, (ii) not restricted (contractually or otherwise) from entering into and performing this Agreement, and (iii) not subject to, and will immediately notify Point Pickup of, any suit, action, claim, arbitration, or legal, administrative, or other proceeding, or government or professional investigation, pending or threatened or affecting your ability to perform services under this Agreement.
- Jobs; Payment
- Jobs. If a Job becomes available in your Flex Area of Service, you may be notified of the availability of the Job via the Point Pickup Services. If you accept a Job, and your acceptance is confirmed by Point Pickup, you will notify Point Pickup, through the functionality provided via the Point Pickup Services, when you arrive at the origin facility specified in the Job (the “Origin”) and when the Job is completed to enable Point Pickup to perform the Point Pickup Services, including payment processing. All delivery providers within the applicable zone of service may get the opportunity to accept the same Job. The first delivery provider to respond with acceptance of the available Job and to have that response confirmed by Point Pickup will be confirmed as the provider of that Job.
- Payment. The Jobs that you will be notified of via the Point Pickup Services are those for merchants who have agreed to pay the fees applicable based on the specific Job details submitted by the applicable Customer (the “Base Fee”). You may also, to the extent agreed by Point Pickup, be entitled to additional fees or payments in connection with performing Delivery Provider Services, in each case subject to the terms provided by Point Pickup. You are responsible for any expenses incurred in the normal course of completing your Job, including, without limitation, any tolls. On a regular basis, Point Pickup will transfer to you, through the payment account you specify via the Point Pickup Services, the Base Fee for all eligible Jobs completed by you during the prior week, with Base Fees to be displayed to you before you elect to accept any Job, unless otherwise agreed, and less any applicable fees, charges, refunds, set offs or other amounts displayed to you before you elect to accept such Job or otherwise provided for under this Agreement (the “Deductions”). Point Pickup reserves the right to change the Deductions in its sole discretion, and to set off any payments to you for any overpayments Point Pickup has made to you or for any amounts owed by you to Point Pickup, including for lost or destroyed goods.
- Expenses. Except as otherwise specifically provided herein, you and Point Pickup will each bear your own expenses relating to this Agreement and performance under this Agreement.
- Representations and Warranties. You represent, warrant, and covenant to Point Pickup that you shall perform the Delivery Provider Services in a professional, efficient, and workmanlike manner in compliance with all applicable laws and regulations and all standard industry practices, including, without limitation, providing timely services and safeguarding all items related to any Delivery Provider Services from contamination, tampering, and excessive or unsafe temperatures. You further represent, warrant, and covenant to Point Pickup that: (a) you are at least 18 years of age; (b) unless you are applying to become a Delivery Provider that solely performs Jobs that do not require use of a motor vehicle and do not at any time use a Vehicle to perform any Job, you possess a valid driver’s license and are authorized to operate any Vehicle; (c) you own, lease or have the legal right to operate, the motor vehicle(s), electric vehicle(s) or bicycle(s) you intend to use or do actually use for Delivery Provider Services (each, a “Vehicle”) for the purposes of providing Delivery Services, and maintain all legally mandated registrations and insurances for such Vehicle; (d) in the event of any claim or accident, you will be solely responsible for reporting that accident in compliance with applicable law and your insurance policy; (e) you are solely responsible for any and all liability that results from or is alleged as a result of the operation of the Vehicle you use during a Job, including, but not limited to personal injuries, death, and property damage; (f) if you lift, carry or otherwise move an item you do so at your own risk and Point Pickup has no liability for any claim, injury, loss, or damage related thereto; (g) you will not make any representations regarding Point Pickup or the Point Pickup Services; (h) you will not, under any circumstances pick up or deliver any items that are illegal or prohibited by law to be delivered to end customers; (i) you will comply with all reasonable requests of your Clients in connection with your Delivery Provider Services, including with respect to the handling of items, delivery instructions and other matters related to the Delivery Provider Services; and (j) you will not retain any information related to end customers of your Clients for any purpose, including the address or other personal information of such end customers. If you are providing Delivery Provider Services that include “shopping” or “picking” for items within facilities owned or operated by your Clients, you further agree to comply with all policies, requirements and restrictions of such Clients in connection with providing such Delivery Provider Services.
- Confidential Information. You must keep Point Pickup’s confidential information absolutely confidential, except as required or provided by law, including but not limited to information about other delivery providers, items, end customers, photos relating to the Point Pickup Services or customers, and Point Pickup’s business model. You acknowledge and agree that money damages for the breach or threatened breach of any of your obligations under this Section would be inadequate to properly compensate for losses resulting from such breach or threatened breach and Point Pickup (or other Point Pickup Parties) may (without prejudice to any rights they may have to monetary damages for such breach or any other relief to which they might be entitled) obtain injunctive relief or specific performance or other equitable remedies for such breach or threatened breach without being obligated to post any bond or to show actual damages. Notwithstanding the foregoing, you understand that the Defend Trade Secrets Act of 2016 provides that an individual shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that: (i) is made (A) in confidence to a federal, state or local government official, either directly or indirectly, or to an attorney; and (B) solely for the purpose of reporting or investigating a suspected violation of law; or (ii) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.
Nature of Relationship; Indemnification
- Neither this Agreement, Point Pickup’s performance of the Point Pickup Services, nor your performance of Jobs will create an association, partnership, joint venture, or relationship of principal and agent, master and servant, or employer and employee, between you and Point Pickup.
- You will be solely responsible for all tax withholding or payment in connection with your receipt of Base Fees and for compliance with all applicable laws and regulations concerning your performance under this Agreement and shall indemnify and hold harmless Point Pickup for all claims, damages, costs, expenses, and liabilities of any kind and character arising from your and, if applicable, your employees’, contractors’ or agents’, non-compliance, or alleged non-compliance, with any such laws or regulations.
- Disclaimer of Warranties; Limitation of Liability. POINT PICKUP HEREBY DISCLAIMS ALL WARRANTIES, BOTH EXPRESS AND IMPLIED, INCLUDING ANY WARRANTY OF NON-INFRINGEMENT, FITNESS FOR A PARTICULAR PURPOSE, OR MERCHANTABILITY. POINT PICKUP’S LIABILITY UNDER THIS AGREEMENT WILL BE LIMITED TO THE AGGREGATE DEDUCTIONS RETAINED BY POINT PICKUP FROM BASE FEES COLLECTED FROM CLIENTS. POINT PICKUP RESERVES COMPLETE AND SOLE DISCRETION WITH RESPECT TO THE OPERATION OF THE POINT PICKUP SERVICES, AND MAY, AMONG OTHER THINGS WITHDRAW, SUSPEND, OR DISCONTINUE ANY FUNCTIONALITY OR FEATURE. FURTHER, POINT PICKUP WILL NOT BE LIABLE FOR LOST PROFITS, LOST REVENUES, LOST BUSINESS, INTERRUPTION OF BUSINESS, OR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF THOSE DAMAGES.
- Termination. This Agreement may be terminated upon three business days’ prior written notice by either party to the other party, or, immediately upon written notice by Point Pickup in the event of your material breach of this Agreement. Notwithstanding the foregoing, Sections 6-12, and any liabilities or payment obligations that have accrued prior to termination will survive termination.
- Changes. Except for changes in the calculation of Base Fees and Deductions (which Point Pickup may in its sole discretion amend from time to time), changes to this Agreement will be binding upon a party who confirms that change in writing, including via electronic mail, if that writing specifically refers to this Agreement.
- Amendment; Waiver. This Agreement may be updated by Point Pickup from time to time upon notice to you, provided in writing or through the Point Pickup Services. Your continued use of the Point Pickup Services after such time as when Point Pickup has notified you of a revision to this Agreement constitutes your acceptance to the revised Agreement. A provision of this Agreement may be waived only by a written instrument executed by the party entitled to the provision’s benefit. Point Pickup’s failure or delay in the exercise of any power or right under this Agreement will operate as a waiver thereof. No single or partial exercise of any right or power under this Agreement will operate as a waiver of any right or power. Point Pickup’s waiver of a breach of any provision of this Agreement will not operate or be construed as a waiver of any other or subsequent breach of this Agreement.
- Severability. Except as expressly provided in this Agreement, if any provision of this Agreement is deemed unlawful, void, or for any reason unenforceable, then that provision will be severable from the remainder of this Agreement and will not affect the validity and enforceability of any remaining provisions.
- Assignment. You may not assign this Agreement or any of the rights or licenses granted hereunder, directly or indirectly, including by sale, merger, change of control, operation of law, or otherwise, without Point Pickup’s prior written consent. Point Pickup may assign this Agreement without your prior written consent. Subject to the foregoing, this Agreement will bind and inure to the benefit of the parties’ permitted successors and assigns. Any assignment in violation of this section is void.
- No Agency. No joint venture, partnership, employment, or agency relationship exists between you and Point Pickup as a result of this Agreement or use of the Point Pickup Services.
- Headings. Headings are for convenience only, do not constitute a part of this Agreement, and will not be deemed to limit or affect any provision of this Agreement.
- Third Party Beneficiaries. There are no third party beneficiaries to this Agreement.
- Point Pickup’s Contact Information. Point Pickup’s contact information is as follows:
Point Pickup Technologies, Inc.
P.O. Box 110441, Stamford, CT 06911