Last updated: 01.15.19
By agreeing to enroll as a Bounce location, you agree to comply with and be bound by these Terms and Conditions.
This Store Partner Agreement (“Agreement”) is executed by and between the enrolled Store Partner and Bounce, Inc. d/b/a Get Bounce, a Delaware corporation with offices located at 197 E 4th St #4 (“Bounce”). Each of Bounce and Store Partner is referred to herein as a “Party” and collectively as the “Parties”.
1.1 “Bounce Platform” means Bounce’s software-as-a-service platform and applications, through which Customers can schedule and pay for Services.
1.2 “Services” means secure storage and transfer services to be provided by Store Partner hereunder with respect to Customer Property and facilitated by Bounce, as further described in Section 2.
1.3 “Customer” means a customer of Bounce who has purchased one or more Services.
1.4 “Customer Agreement” means the terms of service or other written agreement between Bounce and a Customer pursuant to which such Customer obtains Services.
1.5 “Customer Property” means any personal property of a Customer to be stored or transferred in connection with the Services.
1.6 “Participating Location(s)” means the Store Partner premises at which Store Partner offers Services.
2. Appointment; Services.
2.1 Appointment as Representative. Subject to the terms and conditions of this Agreement, Bounce hereby appoints Store Partner as its nonexclusive representative to perform Services for Bounce and its Customers at Participating Locations during the Term, and to market and promote the Services as a provider of Participating Locations for such Services. For the avoidance of doubt, nothing in this Agreement shall restrict Bounce from appointing any third party to provide services that are similar to the Services or to market, promote, identify and refer potential customers for any Bounce services.
2.2 Exclusivity. During the Term and for a period of one (1) year after the termination or expiration of this Agreement, Store Partner will provide Services exclusively to Bounce and, at Bounce’s direction, to Bounce’s Customers, and Store Partner will not provide any services that are similar to the Services on behalf of itself or any third party.
2.3 Services. Store Partner agrees to accept and securely store, at Participating Locations, Customer Property from Customers who have purchased Services through the Bounce Platform. Without limiting the foregoing, when requested by a Customer to accept Customer Property, Store Partner will (a) verify the Customer’s reservation by confirming the booking confirmation sent by Bounce to Store Partner; (b) apply printed luggage tags to the Customer Property containing the applicable item number(s) for such Customer Property; (c) initial the bottom of such tags in the designated location and provide the bottom of such tags to the Customer; (d) store such Customer Property in a secure location; and (e) return the Customer Property in the same condition as it was received to the Customer upon the Customer’s demand and presentment of the applicable tag stubs, or transfer the Customer Property to Bounce or its authorized courier for transportation, per Bounce’s instructions.
2.4 Security. Store Partner may inspect Customer Property with the Customer present at the time of deposit, and may require that Customers certify that their Customer Property does not include any items prohibited by law, their Customer Agreements, or Bounce’s acceptable use policies (“Prohibited Items”). If Store Partner has reason to believe that a particular item of Customer Property is or contains a Prohibited Item, Store Partner may reject such Customer Property in its reasonable discretion; provided that Store Partner will promptly report such rejection and the reason for such rejection to Bounce, along with any other suspicious activity Store Partner identifies with respect to Customer Property or the safety and security thereof. Store Partner will use at least the same degree of care that it uses to protect the security of its own cash and other valuable personal property, but in no event less than reasonable care, to protect and secure all Customer Property.
2.5 Bounce Location Profiles. Promptly after the Effective Date, and again each time such information changes, Store Partner will provide to Bounce all information and materials reasonably necessary to complete a profile of Store Partner’s Participating Location(s) on the Bounce Platform, including Store Partner’s logo, email address, a description and pictures of of the Participating Location(s), their hours of operation, and such other information as Bounce may request from time to time (collectively “Profile Information”).
2.6 Marketing Efforts. Store Partner will use its best efforts to promote the availability of the Services at Store Partner’s location(s), including by prominently posting any promotional materials provided by Bounce for such purpose, subject to reasonable size and format constraints (collectively, the “Marketing Efforts”). Store Partner shall not make any inaccurate statements concerning the quality, performance or other characteristics of the Bounce Platform or the Services. Bounce shall furnish Store Partner with reasonable quantities of samples, catalogs, literature and any other materials Bounce deems necessary for proper promotions and sales presentations of Services at Store Partner’s location(s). Any literature which is not used shall be the property of Bounce, and shall be returned to Bounce upon Bounce’s request.
3. Commissions and Payment.
3.1 Amount of Commissions. Bounce shall pay Store Partner the Commission (as defined below) for each Customer that uses the Services. “Commission” means agreed upon % of the total booking per 24 hour period for EACH item of Customer Property stored by Store Partner hereunder on behalf of Bounce and its Customers. Additionally, store partner earns an additional agreed upon % of the total booking for customers they referred to Bounce and inputted their promo code upon booking. Promo code is required to earn this amount. Bounce shall have the absolute right to make allowances and adjustments and write off Customer accounts as bad debts, in each case as Bounce deems advisable. Store Partner agrees that Bounce may charge back to Store Partner’s account any amounts previously paid or credited to it with respect to such allowances, adjustments, or bad debts. Further, Bounce may deduct any amounts owed by Store Partner to Bounce from any amounts payable by Bounce to Store Partner.
3.2 Payment of Commissions. Commission payments will be made within 60 days after the applicable Customer completes payment to Bounce for the applicable Services. Commissions will be paid in United States dollars and will be subject to all applicable governmental regulations and rulings, including the withholding of any taxes required by law. Bounce’s only payment obligation under this Agreement shall be the Commissions, and in no event shall Bounce be obligated to reimburse Store Partner for any expenses incurred by Store Partner in performing its obligations under this Agreement.
4. Intellectual Property.
4.1 Intellectual Property Ownership. As between the Parties, Bounce owns exclusively and retains all rights, title and interest in and to all intellectual property rights embodied in or related to the Bounce Platform and any other materials or information provided or made available by Bounce to Store Partner hereunder or that Store Partner otherwise obtained or had access to in connection with this Agreement.
4.2 Profile Information. Store Partner hereby grants to Bounce a non-exclusive, worldwide, royalty-free, sublicensable license to reproduce, modify for the purposes of formatting, distribute, create derivative works of, publicly display, publicly perform, and otherwise use Store Partner’s Profile Information on the Bounce Platform and otherwise in connection with marketing, offering, and providing the Bounce Platform and facilitating the Services. Store Partner reserves all other rights, including all intellectual property rights, in and to the Profile Information.
4.3 Trademarks. During the Term of this Agreement, both Bounce and Store Partner shall have the right to indicate to the public that Store Partner is an authorized provider of Participating Locations and to advertise the availability of the Services at such Participating Locations under the trademarks, marks, and trade names that Bounce may adopt from time to time (“Bounce Marks”). Store Partner shall not alter or remove any Bounce Mark from any materials Bounce provides to Store Partner. Except as set forth in this Section, nothing contained in this Agreement shall grant to Store Partner any right, title or interest in any Bounce Mark, and all goodwill associated with Store Partner’s use of Bounce Marks hereunder shall inure solely to Bounce. At no time during or after the Term of this Agreement shall Store Partner challenge or assist others to challenge any Bounce Mark or the registration thereof or attempt to register any trademarks, marks or trade names confusingly similar to any Bounce Mark. Store Partner shall submit all representations of Bounce Marks that Store Partner intends to use for approval of design, color, and other details or shall use exact copies of those used by Bounce.
5.1 Store Partner acknowledges that in connection with this Agreement, Store Partner will have access to certain information and materials concerning Bounce’s business, plans, customers, technology, and products (including the Bounce Platform and Services) that are confidential and of substantial value to Bounce. Store Partner shall not use in any way for its own account or the account of any third party any such confidential information of Bounce, except as necessary to perform Store Partner’s obligations or exercise Store Partner’s rights under this Agreement. Store Partner shall not disclose to any third party any such confidential information of Bounce. Store Partner shall (i) take every reasonable precaution to protect the confidentiality of such information, (ii) implement reasonable procedures to prohibit the disclosure, unauthorized duplication, misuse or removal of Bounce’s confidential information, and (iii) disclose Bounce’s confidential information only to those of its employees with a need to know such confidential information in order for Store Partner to perform Store Partner’s obligations or exercise Store Partner’s rights under this Agreement, and who are bound by a written agreement at least as protective of Bounce’s confidential information as the terms of this Agreement. Without limiting the foregoing, Store Partner shall use at least the same procedures and degree of care which it uses to prevent the disclosure and misuse of its own confidential information of like importance, but in no event less than reasonable care. In the event of termination of this Agreement, Store Partner shall not use or disclose any confidential information of Bounce for any purpose. If Store Partner breaches any of its obligations with respect to confidentiality or the use of such confidential information, Bounce shall be entitled to seek equitable relief to protect its interests, including injunctive relief, and Store Partner shall indemnify and hold Bounce harmless against all losses, costs, expenses and liabilities arising as a result of any breach by Store Partner of this Section.
6. Warranties; Disclaimer.
6.1 Warranties. Each Party represents and warrants that it has all necessary power and authority to enter into this Agreement and that the terms of this Agreement do not conflict with any other agreement to which such Party is a party. Store Partner represents and warrants that it is qualified to do business at the Participating Locations and that it will provide the Services in a professional and workmanlike manner, consistent with the terms of this Agreement and all applicable laws and industry standards.
6.2 Disclaimer. EXEPT FOR THE EXPRESS WARRANTIES CONTAINED IN SECTION 6.1, BOUNCE HEREBY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES WITH RESPECT TO THE BOUNCE PLATFORM, THE SERVICES, AND THIS AGREEMENT, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT.
7.1 By Bounce. Bounce will defend Store Partner against or, at Bounce’s option, settle any third party claim, action, or proceedings brought against Store Partner to the extent that such claims allege that the Bounce Platform or Store Partner’s or Customers’ use thereof infringes any third party patents or copyrights, and Bounce will indemnify Store Partner against all damages, liabilities, costs, and expenses awarded by a court of competent jurisdiction with respect to such claims or agreed to by Bounce in settlement of such claims.
7.2 By Store Partner. Store Partner will defend Bounce against or, at Store Partner’s option, settle any third party claim, action, or proceedings brought against Bounce to the extent that such claims allege facts that would constitute a breach of Store Partner’s warranties under Section 6.1, and Store Partner will indemnify Bounce against all damages, liabilities, costs, and expenses awarded by a court of competent jurisdiction with respect to such claims or agreed to by Store Partner in settlement of such claims.
7.3 Process. Each Party, when acting as the indemnified Party under this Section 7, will give the other Party (a) prompt written notice of all claims for which it seeks indemnification; (b) sole control over the defense and/or settlement of such claims; and (c) all information and assistance reasonably requested by the indemnifying Party in connection with the defense and settlement of such claims, at the indemnifying Party’s expense.
8. Limitations of Liability. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY COST OF SUBSTITUTE GOODS OR SERVICES OR FOR CONSEQUENTIAL, SPECIAL, INCIDENTAL, OR INDIRECT DAMAGES, HOWEVER CAUSED, ARISING OUT OF OR RELATED TO THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO LOST PROFITS, EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL EITHER PARTY’S LIABILITY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT EXCEED THE AMOUNT PAID OR PAYABLE TO STORE PARTNER UNDER THIS AGREEMENT. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDIES. THE PARTIES AGREE THAT THE FOREGOING LIMITATIONS REPRESENT A REASONABLE ALLOCATION OF RISK UNDER THIS AGREEMENT. THE FOREGOING LIMITATIONS OF LIABILITY SHALL NOT APPLY TO DAMAGES CAUSED BY A PARTY’S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR BREACHES OF SECTIONS 2.2, 4, 5, or 7.
9. Term and Termination.
9.1 Term. This Agreement shall commence on the Effective Date and shall remain in full force and effect until terminated pursuant to this Section 9.
9.2 Termination for Convenience. Either Party may terminate this Agreement for any or no reason upon thirty (30) days’ prior written notice to the other Party.
9.3 Termination for Cause. If either Party materially breaches this Agreement, the other Party may terminate this Agreement on 30 days’ written notice to the breaching Party, unless such breach is cured within such notice period.
9.4 Payment of Commission After Termination. After termination, subject to all the provisions of this Agreement, Bounce shall pay Commissions to Store Partner for Services provided prior to the effective date of termination of this Agreement. Bounce may withhold, for up to six (6) months, the payment of the Commission after the effective date of termination of this Agreement if Bounce determines that there may be sufficient credits or other adjustments which warrant such action.
9.5 Survival. Sections 2 and 3 (to the extent required by Section 8.4), 4.1, 5, 6, 7, 8, 9.4, 9.5 and 10 of this Agreement shall survive any termination or expiration of this Agreement. Upon termination or expiration of this Agreement, the Store Partner shall immediately: (i) cease any further use of Bounce Marks; (ii) cease any promotions or marketing of or related to the Services; (iii) return or destroy all materials related to the Services, including any Confidential Information.
10.1 Independent Contractors. The relationship of the Parties under this Agreement is that of independent contractors. Neither Party will be deemed to be an employee, agent, partner or legal representative of the other for any purpose and neither will have any right, power or authority to create any obligation or responsibility on behalf of the other.
10.2 Assignment. This Agreement may not be assigned, sublicensed, or otherwise transferred by Store Partner without prior written consent from Bounce. Any attempted assignment in violation of this Section shall be null and void. This Agreement may be freely assigned or otherwise transferred by Bounce.
10.3 Waiver. Any waiver of the provisions of this Agreement or of a Party's rights or remedies under this Agreement must be in writing to be effective. Failure, neglect, or delay by a Party to enforce the provisions of this Agreement or its rights or remedies at any time, will not be construed as a waiver of such Party's rights under this Agreement and will not in any way affect the validity of the whole or any part of this Agreement or prejudice such Party's right to take subsequent action.
10.4 Severability. If any term, condition, or provision in this Agreement is found to be invalid, unlawful or unenforceable to any extent, the Parties shall endeavor in good faith to agree to such amendments that will preserve, as far as possible, the intentions expressed in this Agreement. If the Parties fail to agree on such an amendment, such invalid term, condition or provision will be severed from the remaining terms, conditions and provisions, which will continue to be valid and enforceable to the fullest extent permitted by law.
10.5 Governing Law. This Agreement will be interpreted and construed in accordance with the laws of the State of California and the United States of America, without regard to conflict of law principles. All disputes arising out of this Agreement will be subject to the exclusive jurisdiction of the state and federal courts located in San Francisco, California, and each Party hereby consents to the personal jurisdiction thereof.
10.6 Integration. This Agreement con¬tains the entire agreement of the Parties with respect to the subject matter of this Agreement and supersedes all previous communications, representations, understandings and agreements, either oral or written, between the Parties with respect to said subject matter. This Agreement may not be amended, except by a writing signed by both Parties.
10.7 Counterparts. This Agreement and any addenda hereto may be executed in two (2) or more counterparts, each of which will be considered an original, but all of which together will constitute one and the same instrument. The exchange of a fully executed Agreement (in counterparts or otherwise) by email, fax, online form (provided by Bounce and filled out by any Parties), or shall be sufficient to bind the Parties to the terms and conditions of this Agreement.
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