PckitUp

terms of service

these terms of service constitute a legally binding agreement (the “agreement”) between you and PckitUp, Inc., its parents, subsidiaries, representatives, affiliates, officers and directors (collectively, “PckitUp,” “we,” “us” or “our”) governing your use of the PckitUp application, website, and technology platform (collectively, the “PckitUp Platform”).

PLEASE BE ADVISED: THIS AGREEMENT CONTAINS PROVISIONS THAT GOVERN HOW CLAIMS BETWEEN YOU AND PCKITUP CAN BE BROUGHT. THESE PROVISIONS WILL, WITH LIMITED EXCEPTION, REQUIRE YOU TO SUBMIT CLAIMS YOU HAVE AGAINST PCKITUP TO BINDING AND FINAL ARBITRATION ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS, GROUP OR REPRESENTATIVE ACTION OR PROCEEDING. AS AN AGENT OR AGENT APPLICANT, YOU HAVE AN OPPORTUNITY TO OPT OUT OF ARBITRATION WITH RESPECT TO CERTAIN CLAIMS AS PROVIDED BELOW.

by entering into this agreement, and/or by using or accessing the PckitUp Platform you expressly acknowledge that you understand this agreement (including the dispute resolution and arbitration provisions in Section 17) and accept all its terms. IF YOU DO NOT AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT, YOU MAY NOT USE OR ACCESS THE PCKITUP PLATFORM OR ANY OF THE SERVICES PROVIDED THROUGH THE PCKITUP PLATFORM.

1. the PckitUp Platform

2. modification to the agreement

3. eligibility

4. charges

5. payments

6. PckitUp communications

7. your information

8. promotions, referrals, and loyalty programs

9. restricted activities

10. agent warranties, representation, and agreements

11. intellectual property

12. disclaimers

13. indemnity

14. limitations of liability

15. terms and termination

16. confidentiality

17. relationship with PckitUp

18. other services

19. general

the PckitUp Platform

The PckitUp Platform is a technology-mediated marketplace for urban consumers (customers), their
household trash and recyclables and independent haulers/drivers (agents). agents and customers are collectively referred to herein as “users,” and the collection services provided by agents to customers shall be referred to herein as collection services. as a user, you authorize PckitUp to match you with an agent or customer based on factors such as your location, the estimated time to collect, user preferences, and platform efficiency, and to cancel an existing match and rematch based on the same considerations. Any decision by a User to offer or accept collection services is a decision made in such user’s sole discretion.

modification of the agreement

PckitUp reserves the right to modify the terms and conditions of this agreement, and such modifications
shall be binding on you only upon your acceptance of the modified agreement. PckitUp reserves the right to
modify any information on pages referenced in the hyperlinks from this agreement, and such modifications shall become effective upon posting. continued utilization of the PckitUp Platform or collection services after any such changes shall constitute your consent to such changes. unless material changes are made to the arbitration provisions herein, you agree that modification of this agreement does not create a renewed opportunity to opt out of arbitration.

eligibility

The PckitUp Platform may only be used by individuals who have the right and authority to enter into this
agreement, and are fully able and competent to satisfy the terms, conditions, and obligations herein. the PckitUp Platform is not available to users who have had their user account temporarily or permanently deactivated. you may not allow other persons to use your user account, and you agree that you are the sole authorized user of your account. to use the PckitUp Platform, each user shall create a user account. each person may only create one user account, and PckitUp reserves the right to deactivate any additional or duplicate accounts. by becoming a user, you represent and warrant that you are at least 18 years old.

charges

as a customer, you understand that request or use of collection services may result in charges to you (“charges”) as set forth on the PckitUp Platform. PckitUp has the authority and reserves the right to determine and to modify pricing by posting applicable pricing terms on the PckitUp Platform. pricing may vary based on the type of service you request as described on the PckitUp Platform. you are responsible for reviewing the applicable price quote within the PckitUp Platform and shall be responsible for all charges incurred under your user account regardless of your awareness of such charges or the amounts thereof.

variable fees. variable fees consist of a base charge and incremental charges based on the size and distance of your collection. for particularly small collections, minimum fees may apply.

quoted fees. in some cases, PckitUp may quote you a fee at the time of your request. the quote is subject to change until the collection request is completed. if you change your collection size/quantity, make changes to the types of waste being collected, or attempt to abuse the PckitUp Platform, we may cancel the fee quote and charge you a variable fee based on the type, size, and quantity of your collection. PckitUp does not guarantee that the quoted fee price will be equal to a variable fee for the same collection. quoted fees may include fees and other charges below, as applicable.

service fee. there may be a service fee as indicated on the PckitUp Platform.

cancellation fee. you may cancel a collection through the app, subject to a cancellation fee.

other charges. other fee and surcharges may apply to your collection, including state or local fees. in addition, where required by law PckitUp will collect applicable taxes. refer to the PckitUp Platform for details on other charges that may apply to your collection.

tips. following a collection, you may elect to tip your agent in cash or through the PckitUp application. any tips will be provided entirely to the applicable agent.

facilitation of charges. all charges are facilitated through a third-party payment processor. PckitUp may replace its third-party payment processor without notice to you. charges to you shall only be made through the PckitUp Platform. excluding tips, cash payments are strictly prohibited. your payment of charges to PckitUp satisfies your payment obligation for your use of the PckitUp Platform and collection services. PckitUp may group multiple charges into a single aggregate transaction on your payment method based on the date(s) they were incurred. if you do not recognize a transaction, then check your collection receipts and payment history.

no refunds. all charges for services rendered are non-refundable. this no-refund policy shall apply regardless of your decision to terminate usage of the PckitUp Platform, any disruption to the PckitUp Platform or collection services, or any other reason.

credit card authorization. upon addition of a new payment method or each collection request, PckitUp may seek authorization of your selected payment method to verify the payment method, ensure the collection cost will be covered, and protect against unauthorized behavior. the authorization is not a charge; however, it may reduce your available credit by the authorization amount until your bank’s next processing cycle. should the amount of our authorization exceed the total funds on deposit in your account, you may be subject to overdraft of NSF charges by the bank issuing your debit or prepaid card. PckitUp cannot be held responsible for these charges and is unable to assist in recovering them from your issuing bank.

payments

if you are an agent, you will receive payment for your provision of collection services pursuant to the terms of the agent agreement, which shall form part of this agreement between you and PckitUp.

PckitUp communications

by entering into this agreement and/or using the PckitUp Platform, you agree to receive communications from PckitUp, including but not limited to e-mail, text message, calls, and push notifications. you agree that texts, calls or prerecorded messages may be generated by automatic telephone dialing systems. communications from PckitUp, its affiliated companies and/or agents, may include but are not limited to: operational communications concerning your user account or use of the PckitUp Platform or collection services, updates concerning new and existing features on the PckitUp Platform, communications concerning promotions run by PckitUp or our third-party partners, and news concerning PckitUp and industry developments. standard text messaging charges applied by your cell phone carrier will apply to text messages we send.

IF YOU WISH TO OPT OUT OF PROMOTIONAL EMAILS, YOU WILL HAVE THE OPTION TO UNSUBSCRIBE FROM OUR PROMOTIONAL EMAIL LIST BY FOLLOWING THE UNSUBSCRIBE OPTIONS IN THE PROMOTIONAL EMAIL ITSELF. SIMILARLY, IF YOU WISH TO OPT OUT OF PROMOTIONAL CALLS OR TEXTS, WE WILL PROVIDE THE OPTION (IN THE CALL OR WITHIN THE TEXT) FOR YOU TO DO SO. YOU ACKNOWLEDGE THAT YOU ARE NOT REQUIRED TO CONSENT TO RECEIVE PROMOTIONAL EMAILS, TEXTS, OR CALLS AS A CONDITION FOR USING THE PCKITUP PLATFORM OR RELATED SERVICES. HOWEVER YOU ACKNOWLEDGE THAT OPTING OUT OF RECEIVING EMAILS, TEXTS, OR CALLs MAY IMPACT YOUR USE OF THE PCKITUP PLATFORM OR RELATED SERVICES.

your information

“your information” is any information you provide, publish or post to or through the PckitUp Platform (including any profile information you provide) or send to other Users (including via in-application feedback, any communication feature, or through any PckitUp-related Facebook, Instagram, Twitter or other social media posting). you consent to PckitUp using your Information to create a user account that will allow you to use the PckitUp Platform and participate in the collection services. you are solely responsible for your information and your interactions with other members of the public, and we act only as a passive conduit for your electronic use of your information. you agree to provide and maintain accurate, current, and complete information and that we and other members of the public may rely on your information as accurate, current and complete. to enable PckitUp to use your Information for the purposes described in the privacy policy and this agreement, you grant to PckitUp a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, transferable, sub-licensable (through multiple tiers) right and license to exercise the copyright, publicity, and database rights you have in your information, and to use, copy, perform, display and distribute such information to prepare derivative works, or incorporate into other works, such Information, in any media now known or not currently known. PckitUp does not assert any ownership over your information; rather, as between you and PckitUp, subject to the rights granted to PckitUp in this agreement, you retain full ownership of all of your Information and any intellectual property rights or other proprietary rights associated with your Information.

promotions, referrals and loyalty programs

PckitUp, at its sole discretion, may make available promotions, referral programs and loyalty programs with different features to any users or prospective users. PckitUp reserves the right to terminate, discontinue or cancel any promotions or programs at any time and in its sole discretion without notice to you. your participation in any such program is subject to this Agreement and the additional rules of the specific program.

restricted activities

with respect to your use of the PckitUp Platform and your participation in the collection services, you agree that you will not:

impersonate any person or entity;
stalk, threaten, or otherwise harass any person, or carry any weapons;
violate any law, statute, rule, permit, ordinance or regulation;
interfere with or disrupt the PckitUp Platform or the servers or networks connected to the PckitUp Platform;
post information or interact on the PckitUp Platform or collection services in a manner which is fraudulent, libelous, abusive, obscene, profane, sexually oriented, harassing, or illegal;
use the PckitUp Platform in any way that infringes any third party’s rights, including: intellectual property rights, copyright, patent, trademark, trade secret or other proprietary rights or rights of publicity or privacy;
post, email or otherwise transmit any malicious code, files or programs designed to interrupt, damage, destroy or limit the functionality of the PckitUp Platform or any computer software or hardware or telecommunications equipment or surreptitiously intercept or expropriate any system, data or personal information;
forge headers or otherwise manipulate identifiers in order to disguise the origin of any information transmitted through the PckitUp Platform;
“frame” or “mirror” any part of the PckitUp Platform, without PckitUp’s prior written authorization or use meta tags or code or other devices containing any reference to PckitUp in order to direct any person to any other website for any purpose;
modify, adapt, translate, reverse engineer, decipher, decompile or otherwise disassemble any portion of the PckitUp Platform;
rent, lease, lend, sell, redistribute, license or sublicense the PckitUp Platform or access to any portion of the PckitUp Platform;
use any robot, spider, site search/retrieval application, or other manual or automatic device or process to retrieve, index, scrape, “data mine”, or in any way reproduce or circumvent the navigational structure or presentation of the PckitUp Platform or its contents;
link directly or indirectly to any other web sites;
transfer or sell your user account, password and/or identification, or any other user's information to any other party;
discriminate against or harass anyone on the basis of race, national origin, religion, gender, gender identity, physical or mental disability, medical condition, marital status, age or sexual orientation;
violate any of the referral program rules if you participate in the referral program; or
cause any third party to engage in the restricted activities above.

agents warranties, representations, and agreements

by providing collection services as an Agent on the PckitUp Platform, you represent, warrant, and agree that:

you possess a valid driver’s license and are authorized and medically fit to operate a motor vehicle and have all appropriate licenses, approvals and authority to provide collection services to customers in all jurisdictions in which you provide collection services
you own, or have the legal right to operate, the vehicle you use when providing collection services;
- such vehicle is in good operating condition and meets the industry safety standards and all applicable statutory and state department of motor vehicle requirements for a vehicle of its kind; and
- any and all applicable safety recalls have been remedied per manufacturer instructions.
you will not engage in any unsafe or reckless behavior while collecting, operate a vehicle that is unsafe to drive, allow any third-party to accompany you on a collection, provide services as an agent while under the influence of alcohol or drugs or take action that harms or threatens to harm the safety of the PckitUp community or third parties.
you will only provide collection services using the vehicle that has been reported to, and approved by PckitUp, and for which a photograph has been provided to PckitUp.
you will not, while providing the collection services, operate as a public or common carrier or charge for collections (except as expressly provided in this agreement), demand that a customer pay in cash, or use a credit card reader, such as a Square Reader, to accept payment or engage in any other activity in a manner that is inconsistent with your obligations under this agreement.
you will not attempt to defraud PckitUp or customers on the PckitUp Platform or in connection with your provision of collection services. if we suspect that you have engaged in fraudulent activity, we may withhold applicable fees or other payments for the collection(s) in question and take any other action against you available under the law.
you will not discriminate against customers with disabilities and agree to make responsible accommodation as required by law.
you agree that we may obtain information about you, including your criminal and driving records, and you agree to provide any further necessary authorizations to facilitate our access to such records during the term of the agreement.
you have a valid policy of liability insurance (in coverage amounts consistent with all applicable legal requirements) that names or schedules you for the operation of the vehicle you use to provide collection services.
you will pay all applicable federal, state and local taxes based on your provision of collection services and any payments received by you.

intellectual property

all intellectual property rights in the PckitUp Platform shall be owned by PckitUp absolutely and in their entirety. these rights include database rights, copyright, design rights (whether registered or unregistered), trademarks (whether registered or unregistered) and other similar rights wherever existing in the world together with the right to apply for protection of the same. all other trademarks, logos, service marks, company or product names set forth in the PckitUp Platform are the property of their respective owners. you acknowledge and agree that any questions, comments, suggestions, ideas, feedback, or other information (“submissions”) provided by you to PckitUp are non-confidential and shall become the sole property of PckitUp. PckitUp shall own exclusive rights, including all intellectual property rights, and shall be entitled to the unrestricted use and dissemination of these submissions for any purpose, commercial or otherwise, without acknowledgment or compensation to you.

PckitUp logos, designs, graphics, icons, scripts and service names are registered trademarks or trade dress of PckitUp in the United States and/or other countries (collectively, the “PckitUp Marks”). if you provide collection services as an agent, PckitUp grants to you, during the term of this agreement, and subject to your compliance with the terms and conditions of this agreement, a limited, revocable, non-exclusive license to display and use the PckitUp Marks solely on the PckitUp stickers/decals, PckitUp AMP, and any other PckitUp-branded items provided by PckitUp directly to you in connection with providing the collection services ("license"). the license is non-transferable and non-assignable, and you shall not grant to any third party any right, permission, license or sublicense with respect to any of the rights granted hereunder without PckitUp’s prior written permission, which it may withhold in its sole discretion. The PckitUp logo (or any PckitUp Marks) may not be used in any manner that is likely to cause confusion, including but not limited to: use of a PckitUp Mark in a domain name or PckitUp referral code, or use of a PckitUp Mark as a social media handle or name, avatar, profile photo, icon, favicon, or banner. you may identify yourself as an agent on the PckitUp Platform but may not misidentify yourself as PckitUp or a representative of PckitUp. you acknowledge that PckitUp is the owner and licensor of the PckitUp Marks, including all goodwill associated therewith, and that your use of the PckitUp logo (or any PckitUp Marks) will confer no interest in or ownership of the PckitUp Marks in you but rather inures to the benefit of PckitUp.

you agree that you will not: (1) create any materials that use the PckitUp Marks or any derivatives of the PckitUp Marks as a trademark, service mark, trade name or trade dress, other than as expressly approved by PckitUp in writing; (2) use the PckitUp Marks in any way that tends to impair their validity as proprietary trademarks, service marks, trade names or trade dress, or use the PckitUp Marks other than in accordance with the terms, conditions and restrictions herein; (3) take any other action that would jeopardize or impair PckitUp’s rights as owner of the PckitUp Marks or the legality and/or enforceability of the PckitUp Marks, including, challenging or opposing PckitUp’s ownership in the PckitUp Marks; (4) apply for trademark registration or renewal of trademark registration of any of the PckitUp Marks, any derivative of the PckitUp Marks, any combination of the PckitUp Marks and any other name, or any trademark, service mark, trade name, symbol or word which is similar to the PckitUp Marks; (5) use the PckitUp Marks on or in connection with any product, service or activity that is in violation of any law, statute, government regulation or standard.

you agree you will not rent, lease, lend, sell, or otherwise redistribute the PckitUp agent app, or manufacture, produce, print, sell, distribute, purchase, or display counterfeit/inauthentic PckitUp agent apps or other PckitUp Marks or (including but not limited to signage, stickers, apparel, or decals) from any source other than directly from PckitUp.

violation of any provision of this license may result in immediate termination of the license, at PckitUp’s sole discretion, a takedown request sent to the appropriate internet service provider, or social media platform, and/or a uniform domain-name dispute-resolution policy proceeding (or equivalent proceeding). if you create any materials (physical or digital) bearing the PckitUp Marks (in violation of this agreement or otherwise), you agree that upon their creation PckitUp exclusively owns all right, title and interest in and to such materials, including any modifications to the PckitUp Marks or derivative works based on the PckitUp Marks or PckitUp copyrights. you further agree to assign any interest or right you may have in such materials to PckitUp, and to provide information and execute any documents as reasonably requested by PckitUp to enable PckitUp to formalize such assignment.

disclaimers

PckitUp agents may decide whether or not to offer a collection to a customer contacted through the PckitUp Platform, and the customer may decide whether or not to accept a collection from any agent contacted through the PckitUp Platform. PckitUp cannot ensure that an agent or customer will complete an arranged collection service, and has no control over the quality of that service. the PckitUp Platform is provided on an “as is” basis and without any warranty or condition, express, implied, or statutory. we do not guarantee and do not promise any specific results from use of the PckitUp Platform and/or the collection services, including the ability to provide or receive collection services at any given location or time. to the fullest extent permitted by law, we specifically disclaim any implied warranties of title, merchantability, fitness for a particular purpose and non-infringement. some states do not allow the disclaimer of implied warranties, so the foregoing disclaimer may not apply to you.

we do not warrant that your use of the PckitUp Platform or collection services will be accurate, complete, reliable, current, secure, uninterrupted, always available, or error- free, or will meet your requirements, that any defects in the PckitUp Platform will be corrected, or that the PckitUp Platform is free of viruses or other harmful components. we disclaim liability for, and no warranty is made with respect to, connectivity and availability of the PckitUp Platform or collection services.

PckitUp is not responsible for the conduct, whether online or offline, of any user of the PckitUp Platform or collection services. you are solely responsible for your interactions with other users. by using the PckitUp Platform and participating in the collection services, you agree to accept such risks and agree that PckitUp is not responsible for the acts or omissions of users on the PckitUp Platform or participating in the collection services.

you are responsible for the use of your user account and PckitUp expressly disclaims any liability arising from the unauthorized use of your user account. should you suspect that any unauthorized party may be using your user account, or you suspect any other breach of security, you agree to notify PckitUp immediately.

it is possible for others to obtain information about you that you provide, publish or post to or through the PckitUp Platform (including any profile information you provide), send to other users, or share during the collection services. we are not responsible for the use of any personal information that you disclose to other users on the PckitUp Platform or through the collection services. please carefully select the type of information that you post on the PckitUp Platform or through the collection services or release to others. we disclaim all liability, regardless of the form of action, for the acts or omissions of other users (including unauthorized users, or “hackers”).

opinions, advice, statements, offers, or other information or content concerning PckitUp or made available through the PckitUp Platform, but not directly by PckitUp, are those of their respective authors, and should not be relied upon. such authors are solely responsible for such content. under no circumstances will PckitUp be responsible for any loss or damage resulting from users’ reliance on information or other content posted by third parties, whether on the PckitUp Platform or otherwise. we reserve the right, but we have no obligation, to monitor the materials posted on the PckitUp Platform and remove any such material that in our sole opinion violates, or is alleged to violate, the law or this agreement or which might be offensive, illegal, or that might violate the rights, harm, or threaten the safety of users or others.

location data provided by the PckitUp Platform is for basic location purposes only and is not intended to be relied upon in situations where precise location information is needed. neither PckitUp, nor any of its content providers, guarantees the availability, accuracy, completeness, reliability, or timeliness of location data tracked or displayed by the PckitUp Platform. any of your information, including geolocational data, you upload, provide, or post on the PckitUp Platform may be accessible to PckitUp and certain users of the PckitUp Platform.

PckitUp advises you to use the PckitUp Platform with a data plan with unlimited or very high data usage limits, and PckitUp shall not be responsible or liable for any fees, costs, or overage charges associated with any data plan you use to access the PckitUp Platform.

indemnity

you will defend, indemnify, and hold PckitUp including our affiliates, subsidiaries, parents, successors and assigns, and each of our respective officers, directors, employees, agents, or shareholders harmless from any claims, actions, suits, losses, costs, liabilities and expenses (including reasonable attorneys’ fees) relating to or arising out of your use of the PckitUp Platform and participation in the collection services, including but not limited to: (1) your breach of this agreement or the documents it incorporates by reference; (2) your violation of any law or the rights of a third party, including, agents, customers, other motorists, and pedestrians as a result of your own interaction with such third party; (3) any allegation that any materials that you submit to PckitUp or transmit through the PckitUp Platform or to PckitUp infringe or otherwise violate the copyright, trademark, trade secret or other intellectual property or other rights of any third party; (4) your ownership, use or operation of a motor vehicle or passenger vehicle, including your provision of collection services as an agent; and/or (5) any other activities in connection with the collection services. This indemnity shall be applicable without regard to the negligence of any party, including any indemnified person.

limitations of liability

IN NO EVENT WILL PCKITUP, INCLUDING OUR AFFILIATES, SUBSIDIARIES, PARENTS, SUCCESSORS AND ASSIGNS, AND EACH OF OUR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, OR SHAREHOLDERS (COLLECTIVELY “PCKITUP” FOR PURPOSES OF THIS SECTION), BE LIABLE TO YOU FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, CONSEQUENTIAL, OR INDIRECT DAMAGES (INCLUDING DAMAGES FOR DELETION, CORRUPTION, LOSS OF DATA, LOSS OF PROGRAMS, FAILURE TO STORE ANY INFORMATION OR OTHER CONTENT MAINTAINED OR TRANSMITTED BY THE PCKITUP PLATFORM, SERVICE INTERRUPTIONS, OR FOR THE COST OF PROCUREMENT OF SUBSTITUTE SERVICES) ARISING OUT OF OR IN CONNECTION WITH THE PCKITUP PLATFORM, THE COLLECTION SERVICES, OR THIS AGREEMENT, HOWEVER ARISING INCLUDING NEGLIGENCE, EVEN IF WE OR OUR AGENTS OR REPRESENTATIVES KNOW OR HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE PCKITUP PLATFORM MAY BE USED BY YOU TO REQUEST AND SCHEDULE OTHER SERVICES WITH THIRD PARTY PROVIDERS, BUT YOU AGREE THAT PCKITUP HAS NO RESPONSIBILITY OR LIABILITY TO YOU RELATED TO OTHER SERVICES PROVIDED TO YOU BY THIRD PARTY PROVIDERS OTHER THAN AS EXPRESSLY SET FORTH IN THIS AGREEMENT. CERTAIN JURISDICTIONS MAY NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS.

term and termination

this agreement is effective upon your creation of a user account. this agreement may be terminated: a) by user, without cause, upon seven (7) days’ prior written notice to PckitUp; or b) by either party immediately, without notice, upon the other Party’s material breach of this agreement. in addition, PckitUp may terminate this agreement or deactivate your user account immediately in the event: (1) you no longer qualify to provide collection services or to operate the approved vehicle under applicable law, rule, permit, ordinance or regulation; (2) you fall below PckitUp’s star rating or cancellation threshold; (3) PckitUp has the good faith belief that such action is necessary to protect the safety of the PckitUp community or third parties.

confidentiality

you agree not to use any technical, financial, strategic and other proprietary and confidential information relating to PckitUp’s business, operations and properties, information about a user made available to you in connection with such user’s use of the platform, which may include the user’s name, pick-up location, contact information and photo (“confidential information”) disclosed to you by PckitUp for your own use or for any purpose other than as contemplated herein. you shall not disclose or permit disclosure of any confidential information to third parties, and you agree not to store separate and outside of the PckitUp Platform any user information obtained from the PckitUp Platform. you agree to take all reasonable measures to protect the secrecy of and avoid disclosure or use of confidential information of PckitUp in order to prevent it from falling into the public domain. notwithstanding the above, you shall not have liability to PckitUp with regard to any confidential information which you can prove: was in the public domain at the time it was disclosed by PckitUp or has entered the public domain through no fault of yours; was known to you, without restriction, at the time of disclosure, as demonstrated by files in existence at the time of disclosure; is disclosed with the prior written approval of PckitUp; becomes known to you, without restriction, from a source other than PckitUp without breach of this agreement by you and otherwise not in violation of PckitUp’s rights; or is disclosed pursuant to the order or requirement of a court, administrative agency, or other governmental body; provided, however, that You shall provide prompt notice of such court order or requirement to PckitUp to enable PckitUp to seek a protective order or otherwise prevent or restrict such disclosure.

relationship with PckitUp

as an agent on the PckitUp Platform, you acknowledge and agree that you and PckitUp are in a direct business relationship, and the relationship between the parties under this agreement is solely that of independent contracting parties. you and PckitUp expressly agree that (1) this is not an employment agreement and does not create an employment relationship between you and PckitUp; and (2) no joint venture, franchisor- franchisee, partnership, or agency relationship is intended or created by this agreement. you have no authority to bind PckitUp, and you undertake not to hold yourself as an employee, or authorized representative of PckitUp.

PckitUp does not, and shall not be deemed to, direct or control you generally or in your performance under this agreement specifically, including in connection with your provision of collection services, your acts or omissions, or your operation and maintenance of your collection services via the PckitUp Platform, subject to PckitUp’s then-current cancellation policies. with the exception of PckitUp’s decal that an agent may be required to display while on duty so that customers may know who enters their premises and any signage required by law or permit/license rules or requirements, PckitUp shall have no right to require you to: wear a uniform or any other clothing displaying PckitUp’s names, logos or colors. you acknowledge and agree that you have complete discretion to provide collection services or otherwise engage in other business or employment activities.

other services

in addition to connecting customers with agents, the PckitUp Platform may enable users to provide or receive services from other third parties. you understand and that the other services are subject to the terms and pricing of the third-party provider. if you choose to purchase other services through the PckitUp Platform, you agree that PckitUp is not responsible and may not be held liable for the other services or the actions or omissions of the third-party provider. such other services may not be investigated, monitored, or checked for accuracy, appropriateness, or completeness by PckitUp, and PckitUp is not responsible for any other services accessed through the PckitUp Platform.

general

this agreement shall be governed by the laws of the state of Tennessee without regard to choice of law principles. this choice of law provision is only intended to specify the use of Tennessee law to interpret this agreement and is not intended to create any other substantive right to non-Tennesseans to assert claims under Tennessee law whether by statute, common law, or otherwise. the venue for any dispute arising under this contract shall be Williamson County, Tennessee.

if any provision of this agreement is or becomes invalid or non-binding, the parties shall remain bound by all other provisions of this agreement. in that event, the parties shall replace the invalid or non-binding provision with provisions that are valid and binding and that have, to the greatest extent possible, a similar effect as the invalid or non-binding provision, given the contents and purpose of this agreement. you agree that this agreement and all incorporated agreements may be automatically assigned by PckitUp, in our sole discretion by providing notice to you. except as explicitly stated otherwise, any notices to PckitUp shall be given by certified mail, postage prepaid and return receipt requested to PckitUp, Inc., 4117 Hillsboro Pike Suite 103-252, Nashville, Tennessee, 37215. any notices to you shall be provided to you through the PckitUp Platform or given to you via the email address or physical address you provide to PckitUp during the registration process. headings are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section. the words “include”, “includes” and “including” are deemed to be followed by the words “without limitation”. a party’s failure to act with respect to a breach by the other party does not constitute a waiver of the party’s right to act with respect to subsequent or similar breaches. this agreement sets forth the entire understanding and agreement between you and PckitUp with respect to the subject matter hereof and supersedes all previous understandings and agreements between the parties, whether oral or written.