BY ACCEPTING THIS AGREEMENT OR USING THE SERVICES (AS DEFINED BELOW), YOU AGREE TO THESE TERMS AND CONDITIONS. IF YOU ARE ENTERING INTO THESE TERMS OF SERVICE AS AN INDIVIDUAL, THE TERM "PARTNER" REFERS TO YOU. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERM "PARTNER" SHALL REFER TO SUCH ENTITY. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, YOU MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE THE SERVICES.
1. Scope. These Terms and Conditions shall apply to Partner's use of the Doorman services including scheduled package delivery, scheduled shipping pickup, fulfillment and storage (together with any related content, data and software applications or APIs, the "Services") ordered by Partner under an ordering document (including any online form) specifying the Services to be provided hereunder ("Order"). These Terms and Conditions and all Orders (collectively referred to as this "Agreement") represent the parties' entire understanding regarding the Services and shall control over any different or additional terms of any purchase order or other non-Doorman ordering document, and no terms included in any such purchase order or other non-Doorman ordering document shall apply to the Services. In the event of a conflict between these Terms and Conditions and an Order, the terms of the Order shall control. All capitalized terms not defined herein shall have the meanings attributed in the Order.
2. Right to Use the Services. During the Subscription Term set forth in an Order, Doorman grants to Partner a nontransferable, nonexclusive, worldwide right to permit those individuals authorized by Partner or on Partner's behalf, and who are Partner's employees, agents or contractors ("Users"), to access and use the Services, subject to the terms of this Agreement. Each Order defines specific pricing and Service Conditions ("Service Conditions"), and Partner shall at all times ensure that it uses the Services in accordance with the Service Conditions.
3. Usage Restrictions and Representations.
3.1. Partner shall not, directly or indirectly: (i) reverse engineer any software provided in connection with the Services ("Software"); (ii) modify, translate, or create derivative works based on the Services or Software; or copy (except for archival purposes), rent, lease, distribute, pledge, assign, or otherwise transfer or encumber rights to the Services or Software; (iii) use or access the Services to build or support, and/or assist a third party in building or supporting, products or services competitive to Doorman; or (iv) remove any proprietary notices or labels from the Services or Software. Partner shall use the Services and Software only for its own internal business operations, and not for the operation of a separate service or otherwise outside of the scope of the express rights granted herein.
3.2. Partner shall not knowingly or willfully use the Services in any manner that could damage, disable, overburden, impair or otherwise interfere with Doorman's provision of the Services. Partner shall be responsible for maintaining the security of its equipment and account access passwords. Partner represents and warrants that Partner will use the Services only in compliance applicable laws and regulations. Partner shall be liable for all acts and omissions of its end users.
3.3. Doorman may immediately suspend Partner's password, account, and access to the Services if (i) Partner fails to make payment due within thirty days after Doorman has provided Partner with notice of such failure; or (ii) Partner violates Section 2, 3, or 10 of these Terms and Conditions. Any suspension by Doorman of the Services under the preceding sentence shall not relieve Partner of its payment obligations under this Agreement.
3.4. Partner agrees to use the Services only for items described in the Order. 3.5. Partner represents and warrants that (i) none of its packages contain any illegal, hazardous or prohibited items and (ii) it will comply with all applicable shipping laws. Doorman reserves the right, but has no obligation, to open and inspect your package at any time and may permit and/or contact government authorities to carry out such inspections and seize packages as they may consider appropriate. Partner agrees that:
3.6. You agree to fully indemnify and hold harmless Doorman from and against all costs, expenses, damages and liabilities that Doorman may incur as a result of a breach of this Section 3.
4.1. Doorman owns or has rights to all intellectual property rights in and to the Doorman logo, and the Services and Software (including all derivatives or improvements thereof). To the extent Partner provides any suggestions, enhancement requests, feedback, recommendations or other input relating to the Services or Software (“Feedback”), Partner hereby grants Doorman the full, unencumbered right to use, incorporate and otherwise fully exercise and exploit any such Feedback in connection with its products and services.
5. Billing and Payment.
5.1. Partner shall pay the Service fees, as set forth in an Order. All fees are non-cancelable and nonrefundable, except as expressly specified in Section 8.2. All fees are exclusive of taxes, levies, or duties imposed by taxing authorities, and Partner shall be responsible for payment of all such taxes, levies, or duties (excluding taxes based on Doorman's income), even if such amounts are not listed on an Order. Partner shall pay all fees in U.S. Dollars or in such other currency as agreed to in writing by the parties.
5.2. Doorman shall invoice Partner for completed Services on a monthly basis. Except as set forth in the Order, Partner shall pay such invoice in full via electronic payment method or via check within 10 days of receipt. Unpaid invoices that are not the subject of a written good faith dispute are subject to a finance charge of 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is lower, plus all reasonable expenses of collection.
6. Coverage; Lost or Damaged Packages
6.1. In the event Doorman is responsible for the loss or damage of any packages that are handled by Doorman in connection with the Services, Doorman will reimburse Partner the actual damages suffered by such customer as a result of such loss or damage, up to a declared value of US$100. Partner may purchase additional coverage at the rate outlined in the Order. The foregoing coverage is subject to the following limitations and conditions:
6.2. If a package is lost or damaged while in Doorman’s possession, Partner may file a claim with Doorman for reimbursement. Partner may only file one claim per package. A claim filed directly with a third party carrier nullifies any such claim with Doorman for the same package. For purposes hereof, an item shall be deemed to be in Doorman’s possession from the point Doorman collects or receives the package from Partner until the item reaches the end destination. Any insurance must be purchased separately from an insurance provider. For damaged packages, all claims must be submitted within 30 days of the order date.
For lost packages that Partner reports, Doorman will conduct an initial investigation to locate lost packages, including by contacting any third party carrier or the recipient as necessary. If Doorman cannot locate the package within 10 business days, Doorman will send or electronically provide a “Loss Claim Form” to Partner to officially open the claim. If Doorman is able to recover a package, Doorman will return the package to Partner and reimburse Partner for the actual cost of Service billed to Partner.
Supporting documents must be provided to Doorman within 30 days of receipt of a Loss Claim Form. The original receipt of the shipping label and an image or photograph of the damaged or missing item may be required when filing a claim. If the recipient accepts the package without noting any damage on the delivery record, the package will be deemed to have been delivered in good condition. In order for a claim for damage to be considered, the contents, original shipping cartons, and original packing must be available to Doorman for inspection and retained until the claim is resolved. Written documentation (such as a receipt, invoice or quote for repair services) showing the actual purchase cost of the items or the reasonable cost to repair or replace such a lost or damaged item supporting the amount of a claim will also be required. All supporting documentation must be submitted within 30 days of claim initiation and maintained by Partner until the claim is resolved. If a lost item which is the subject of a claim is recovered during the claim process, the current claim shall expire, and within 30 days of such expiration, Partner may submit a subsequent claim for damage, if applicable, as set forth above.
Most claims are resolved within 10 to 14 business days; however, some claims have longer resolutions times due to the time required to investigate the claim. Doorman shall use reasonable efforts to resolve a claim as soon as is practical, provided that Doorman shall have at least 10 business days from initial receipt of a claim to respond. Partner’s acceptance of reimbursement for a claim (“Resolution”) will extinguish any other rights Partner may have for loss or damage the package which is subject to that claim, and if such package is recovered following Resolution, Partner acknowledges and agrees that Doorman has no obligation to return such package to Partner or to pay Partner any additional amounts with respect to such package, and Doorman shall have the express right to reclaim or pick up such package from wherever the package is located.
7. Term and Termination.
7.1. This Agreement shall commence as of the date set forth in the first Order and, unless earlier terminated as set forth below, shall remain in effect through the end of the Subscription Term in any current Order. All sections of this Agreement which by their nature should survive termination will survive, including without limitation, accrued rights to payment, use restrictions and indemnity obligations, confidentiality obligations, warranty disclaimers, and limitations of liability.
7.2. Each party may terminate this Agreement or any Order upon at least 30 days prior written notice to the other party. If Doorman terminates an Order for Partner's material breach, all fees set forth on such Order are immediately due and payable.
8. Representations; Disclaimer of Warranties.
8.1 Each party represents and warrants to the other party that it has the power and authority to enter into this Agreement. Doorman warrants to Partner that it will provide the Services in a manner consistent with generally accepted industry standards. Partner must notify Doorman of any warranty deficiencies within 30 days from performance of the relevant Services in order to receive warranty remedies.
8.2. For breach of the express warranty set forth above, Partner's exclusive remedy shall be the re-performance of the deficient Services. If Doorman cannot re-perform such deficient Services as warranted, Partner shall be entitled to recover the fees paid to Doorman for such deficient Services, and such refund shall be Doorman's entire liability.
8.3. The Services may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, or because of other causes beyond Doorman's reasonable control, but Doorman shall use reasonable efforts to provide advance notice in writing or by e-mail of any scheduled unavailability of the Services.
8.4. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH HEREIN, Doorman HEREBY DISCLAIMS ALL EXPRESS OR IMPLIED WARRANTIES WITH REGARD TO THE SERVICES, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT AND QUALITY. Doorman MAKES NO REPRESENTATIONS OR WARRANTIES REGARDING THE RELIABILITY, AVAILABILITY, TIMELINESS, SUITABILITY, ACCURACY OR COMPLETENESS OF THE SERVICES. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, Doorman DOES NOT REPRESENT OR WARRANT THAT THE OPERATION OR USE OF THE SERVICES OR SOFTWARE WILL BE TIMELY, UNINTERRUPTED OR ERROR-FREE. CUSTOMER ACKNOWLEDGES THAT NEITHER Doorman NOR ITS THIRD PARTY PROVIDERS CONTROLS THE TRANSFER OF DATA OVER COMMUNICATIONS FACILITIES, INCLUDING THE INTERNET, AND THAT THE SERVICES MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF SUCH COMMUNICATIONS FACILITIES. Doorman IS NOT RESPONSIBLE FOR ANY DELAYS, SERVICE FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS. EXCEPT WHERE EXPRESSLY PROVIDED OTHERWISE BY Doorman, THE SERVICES ARE PROVIDED TO CUSTOMER ON AN "AS IS" BASIS.
9. Limitation of Liability. EXCEPT FOR LIABILITY ARISING FROM SECTION 3.6, NEITHER PARTY SHALL BE LIABLE UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY: (A) FOR ERROR OR INTERRUPTION OF USE, INACCURACY OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICE OR TECHNOLOGY OR LOSS OF BUSINESS; (B) FOR ANY INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES; (C) FOR ANY MATTER BEYOND IT'S REASONABLE CONTROL, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE; OR (D) FOR ANY AMOUNTS THAT, TOGETHER WITH AMOUNTS ASSOCIATED WITH ALL OTHER CLAIMS, EXCEED THE FEES PAID (OR, IN THE CASE OF CUSTOMER’S LIABILITY, PAID AND/OR PAYABLE) BY CUSTOMER IN THE PRECEEDING 12 MONTHS.
10. Confidential Information. Each party (the "Receiving Party") understands that the other party (the "Disclosing Party") has disclosed or may disclose information relating to the Disclosing Party's business (hereinafter referred to as "Confidential Information" of the Disclosing Party). The Receiving Party agrees: (i) to take reasonable precautions to protect such Confidential Information; and (ii) not to use (except to perform its obligations hereunder or as permitted in Section 11 below) or divulge to any third person any such Confidential Information. The Disclosing Party agrees that the foregoing shall not apply with respect to Confidential Information after five years following the termination of this Agreement or any Confidential Information that the Receiving Party can document (a) is or becomes generally available to the public; or (b) was in its possession or known by its prior to receipt from the Disclosing Party; or (c) was rightfully disclosed to it by a third party; or (d) was independently developed without use of any Confidential Information of the Disclosing Party; or (e) is required by law.
11. Statistical Information. Notwithstanding anything else in this Agreement or otherwise, Doorman may monitor Partner's use of the Services and use Partner Data in an aggregate and anonymous manner, compile statistical and performance information related to the provision and operation of the Services, and may make such information publicly available, provided that such information does not incorporate Partner Data and/or identify Partner's Confidential Information. Doorman retains all intellectual property rights in such information.
12. Notices. Doorman may give notice to Partner by electronic mail to Partner's e-mail address on record in Doorman's account information or by written communication sent by first class mail or pre-paid post to Partner's address on record in Doorman's account information. If Partner has a dispute with Doorman, wishes to provide a notice under this Agreement, or becomes subject to insolvency or other similar legal proceedings, Partner shall promptly send written notice to Doorman at 550 10th St, San Francisco, CA 94103, Attn: Legal Department, or by electronic mail to email@example.com.
13. General Provisions.
13.1. Any action, claim, or dispute related to this Agreement will be governed by California law, excluding its conflicts of law provisions. The Uniform Computer Information Transactions Act will not apply to this Agreement. In any action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover costs and attorneys' fees. The failure of either party to enforce any right or provision in this Agreement shall not constitute a waiver of such right or provision unless acknowledged and agreed to by such party in writing.
13.2. This Agreement (including all Order(s)) represents the parties' entire understanding relating to the Services, and supersede any prior or contemporaneous, conflicting or additional communications. Partner acknowledges that this Agreement is a contract between Partner and Doorman, even though it may be electronic and not physically signed by Partner and Doorman, and it governs Partner’s use of the Service and takes the place of any prior agreements between Partner and Doorman. This Agreement may be amended only by written agreement signed by the parties. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then such provision(s) shall be construed to reflect the intentions of the invalid or unenforceable provision(s), with all other provisions remaining in full force and effect.
13.3. No joint venture, partnership, employment, or agency relationship exists between Doorman and Partner as a result of this Agreement or use of the Services. Neither party may assign this Agreement without the prior written approval of the other, such approval not to be unreasonably withheld or delayed, provided that such approval shall not be required in connection with a merger or acquisition of all or substantially all of the assets of the assigning party related to this Agreement. Any purported assignment in violation of this Section shall be void.
13.4. Either party may use such other party’s name and logos in reference to the relationship of the parties contemplated by this Agreement on such party’s website(s) and other marketing materials, advertisements, sales promotions, social media postings or press releases.