Point Pick-Up Technologies, Inc.
Delivery Provider Agreement

Last Revised: May 27, 2015

This Delivery Provider Agreement (this “Agreement”) constitutes a binding contract between you (“you”) and Point Pick-Up Technologies, Inc. (“Point Pick-Up”, “us”, or “we”) governing your retention of Point Pick-Up for marketing, sales, and other services for entrepreneurs in delivery and pick-up services (each a “Point Pick-Up Service”).

Delivery Provider hereby agrees: (a) to engage Point Pick-Up to provide the Point Pick-Up Services; (b) to comply with this Agreement; and (c) that Delivery Provider has read, understands, and agreed to (i) the Point Pick-Up End User License Agreement and Terms of Service located at www.pointpickup.com/eula (“EULA”), (ii) the Point Pick-Up Privacy Policy located at www.pointpickup.com/privacy-policy (“Privacy Policy”), and (iii) the Background Check Disclosure and Authorization located at www.pointpickup.com/background-check-disclosure.

Capitalized terms used but not defined in this Agreement have the meaning specified in the EULA. The parties hereby agree as follows:

  1. Point Pick-Up Services. Point Pick-Up will make commercially reasonable efforts to provide the following services to Delivery Providers:

    1. Site Listing. Point Pick-Up may list your services via the Point Pick-Up Services, which may include your biography, photo, and other information provided by you and approved by Point Pick-Up.

    2. Engagement Service. Point Pick-Up will provide a Web and mobile based engagement system via the Point Pick-Up Service, through which Customers that use the Service can engage you to perform a Job. To the extent required via the Point Pick-Up Services, you will keep current the days, times, and locations for which you have availability to perform Jobs (your “Flex Area of Service”). You may accept or reject any available Job within your Flex Area of Service at your sole discretion.

    3. Recordkeeping Service. Point Pick-Up will maintain general records of Jobs performed by you for Customers (your “Clients”).

    4. Administrative, Management, and Technology Services. Point Pick-Up will provide miscellaneous administrative and management services to facilitate your business, including the technology and operations necessary to communicate with you and your Clients.

    5. Billing Service. Point Pick-Up will provide an online billing and payment system for you to bill your Clients.

    6. Customer Service. Point Pick-Up will provide operators to field Customers’ complaints and refund requests.

  2. Exclusions from the Point Pick-Up Services. The Point Pick-Up Services only relate to the business services described above. The Point Pick-Up Services do not include anything related to picking-up or delivering objects. You are solely responsible for all of your own tools, equipment, training, licensing, and other materials or requirements related to pick-up or delivery in connection with Jobs. Point Pick-Up is not, and will not be, responsible for any liability arising out of the pick-up or delivery services you provide, including, but not limited to, injuries to Clients or traffic accidents occurring during a Job. Point Pick-Up will also not have any input into your work schedule, time off, or other control over your performance of your work.

  3. Delivery Provider Responsibilities. You will supply Point Pick-Up 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 Jobs, 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. 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, during the term of this Agreement, will immediately notify Point Pick-Up of any change in contact, certification, licensing, or insurance information. You assume complete responsibility for all services provided to each Client and for compliance with all laws, regulations, and standards pertaining to your 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 Pick-Up 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.

  4. Jobs; Payment

    1. 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 Pick-Up Services. If you accept a Job, and your acceptance is confirmed by Point Pick-Up, you will notify Point Pick-Up, through the functionality provided via the Point Pick-Up Services, when you arrive at the Origin and when the Job is completed to enable Point Pick-Up to perform the Point Pick-Up Services, including payment processing. All Delivery Providers within the applicable zone of service may get the opportunity to accept the Job. The first Delivery Provider to respond with acceptance of the available Job and to have that response confirmed by Point Pick-Up will be confirmed as the provider of that Job.

    2. Payment. The Jobs that you will be notified of via the Point Pick-Up Services are those for Customers who have agreed to accept the Base Fee that is calculated by the Point Pick-Up Services based on the specific Job details submitted by the applicable Customer. You are responsible for any expenses incurred in the normal course of completing your Job, including, without limitation, any tolls. On a weekly basis, Point Pick-Up will transfer to you, through the payment account you specify via the Point Pick-Up Services, the Base Fee for all eligible Jobs completed during the prior week, less the charge for your use of the Point Pick-Up Services, which is equal to 20% of the Base Fee unless otherwise agreed (the “Deductions”). Point Pick-Up reserves the right to change the Deductions in its sole discretion.

    3. Expenses. Except as otherwise specifically provided herein, you and Point Pick-Up will each bear your own expenses relating to this Agreement and performance under this Agreement.

    4. Claims. If a claim is filed against you with Point Pick-Up’s insurance provider or Point Pick-Up is otherwise required to pay for damages caused by you, in Point Pick-Up’s sole discretion, Point Pick-Up may charge you any or all of the deductible or other out-of-pocket expenses Point Pick-Up is required to pay as a result of that claim.

  5. Representations and Warranties. You represent, warrant, and covenant to Point Pick-Up 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 a motor vehicle; (c) you own, or have the legal right to operate, the motor vehicle(s) or bicycle(s) you intend to use or do actually use for Jobs (each, a “Vehicle”), 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 or otherwise move an Item you do so at your own risk and Point Pick-Up has no liability for any claim, loss, or damage related thereto; (g) you will not make any representations regarding Point Pick-Up or the Point Pick-Up Services; and (h) you will not, under any circumstances pick up or deliver any Prohibited Goods.

  6. Your Business. You affirm that you operate a licensed pick-up and delivery business and had clients for whom you performed pick-up and delivery prior to entering into this Agreement.

  7. Confidential Information. You must keep Point Pick-Up’s confidential information absolutely confidential, except as required or provided by law, including but not limited to information about other Point Pick-Up Users, Items, photos relating to the Point Pick-Up Services or Customers, and Point Pick-Up’s business model. This section does not apply to information that: (a) was publicly known and made generally available in the public domain prior to the time of disclosure by the Point Pick-Up; (b) becomes publicly known and made generally available after disclosure by Point Pick-Up to you through no action or inaction on your part, (c) is already in your possession at the time of disclosure, as shown by your files and records; or (d) is obtained by you from a third party without a breach of the third party’s obligations of confidentiality.

  8. Nature of Relationship. Neither this Agreement, Point Pick-Up’s performance of the Point Pick-Up 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 Pick-Up. You will be solely responsible for all tax withholding or payment in connection with the Fees.

  9. Disclaimer of Warranties; Limitation of Liability. POINT PICK-UP HEREBY DISCLAIMS ALL WARRANTIES, BOTH EXPRESS AND IMPLIED, INCLUDING ANY WARRANTY OF NON-INFRINGEMENT, FITNESS FOR A PARTICULAR PURPOSE, OR MERCHANTABILITY. POINT PICK-UP’S LIABILITY UNDER THIS AGREEMENT WILL BE LIMITED TO THE AGGREGATE DEDUCTIONS RETAINED BY POINT PICK-UP FROM FEES COLLECTED FROM CLIENTS. POINT PICK-UP RESERVES COMPLETE AND SOLE DISCRETION WITH RESPECT TO THE OPERATION OF THE POINT PICK-UP SERVICES, AND MAY, AMONG OTHER THINGS WITHDRAW, SUSPEND, OR DISCONTINUE ANY FUNCTIONALITY OR FEATURE. FURTHER, POINT PICK-UP 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.

  10. Termination. Either party may terminate this Agreement by giving the other party three business days’ prior written notice. Notwithstanding the foregoing, Sections 4(e) and 6-14, and any liabilities or payment obligations that have accrued prior to termination will survive termination.

  11. Changes. Except for changes in the calculation of Base Fees and Deductions (which Point Pick-Up 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.

  12. Dispute Resolution. All disputes under this Agreement must be resolved in accordance with the dispute resolution provisions set forth in the EULA.

  13. Governing Law; Choice of Forum. The laws of the State of Connecticut, excluding its conflicts of law rules that would result in the application of the laws of another jurisdiction, govern this Agreement. To the extent that any action relating to any dispute hereunder is permitted to be brought in a court of law, it will be subject to the exclusive jurisdiction of the state and federal courts located in Fairfield, Connecticut and you hereby irrevocably submit to personal jurisdiction, and waive any defense of inconvenient forum.

  14. Miscellaneous

    1. Entire Agreement. This Agreement, together with the Privacy Policy and the EULA, which are expressly incorporated by reference herein, are the entire and exclusive understanding and agreement between you and Point Pick-Up regarding the Point Pick-Up Services, and supersedes all previous communications, representations, understandings and agreements, either oral or written, between you and Point Pick-Up with respect to your use of the Point Pick-Up Services. You acknowledge that no statements, representations, warranties, or covenants have been made to you or upon which you have relied that are not set forth in this Agreement, Privacy Policy, or EULA.

    2. Amendment; Waiver. Except as expressly provided in this Agreement, this Agreement may be amended only by a written agreement signed by both parties. A provision of this Agreement may be waived only by a written instrument executed by the party entitled to the provision’s benefit. Point Pick-Up’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 Pick-Up’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.

    3. 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.

    4. 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 Pick-Up’s prior written consent. Point Pick-Up 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.

    5. No Agency. No joint venture, partnership, employment, or agency relationship exists between you and Point Pick-Up as a result of this Agreement or use of the Point Pick-Up Services.

    6. 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.

    7. Third Party Beneficiaries. There are no third party beneficiaries to this Agreement.

    8. Point Pick-Up’s Contact Information. Point Pick-Up’s contact information is as follows:

      Point Pick-Up Technologies, Inc.
      32 Field Point Road, Greenwich, CT 06831