LuggageHero Services Agreement

Applicability

Last updated: 30th of October 2024

Between LuggageHero LLC and STORAGE SERVICE PROVIDER (Partner)

Preamble

WHEREAS: LuggageHero is a communication platform provider seeking Storage Service Providers to perform storage services (hereinafter the “Services”) to travelers visiting their local community;

WHEREAS; The Storage Service Provider has the capabilities to provide such Services and is seeking to contract with storage services clients (hereinafter “Travelers”) through the communication platform found at www.luggagehero.com and offered by LuggageHero;

WHEREAS LuggageHero desires to entrust the Storage Service Provider with the mission to perform the Services directly to the travelers, and the Storage Service Provider is willing to deliver such Services for the Travelers;

NOW, THEREFORE, the Parties agree as follows:

Services: LuggageHero branded software services (SaaS), including mobile applications, enable users to book and pay for luggage storage for a certain duration with LuggageHero’s network of independent locations listed on its services from time to time.

LuggageHero’s Obligations: LuggageHero will ensure the Partner is ready when launching, including providing materials and merchandise.

LuggageHero provides:

  • Software

  • Search Engine Marketing (Google etc.)

  • Affiliate Partners

Storage Location’s Obligations:

  • Confirm that the customer has completed the drop-off step via the platform when they drop off their bags at the storage location.
  • Confirm that the customer has completed the luggage pick-up step via the platform upon collecting their bags.

  • Receive, securely store, and release/return the Users’ luggage;

  • Ensure that luggage is only released/returned to the correct User by requesting proof of booking and ownership on a mobile device.

  • Make any changes to its day-to-day storage capacity and operating hours on the Services under the Shop Manager Profile so that the

  • Services continuously and accurately state the Partner’s current operating hours and storage capacity;

  • Set up a payment account through the shop manager profile (LuggageHero.com)

The above is only a summary of obligations. Please read this Agreement, including the LuggageHero Storage Location Terms and Conditions, for a complete description of the Location’s obligations.

LUGGAGEHERO STORAGE LOCATION AGREEMENT

This LuggageHero Storage Location Agreement is entered between LuggageHero and the Partner listed above (“Partner”). This LuggageHero Storage Location Agreement includes and incorporates the above Order Form and the attached LuggageHero Storage Location Terms and Conditions and contains, among other things, warranty disclaimers, liability limitations, and use limitations. The LuggageHero Storage Location Agreement, Order Form, and LuggageHero Storage Location Terms and Conditions are collectively called “Agreement.” There shall be no force or effect to any different terms of any related purchase order or similar form, even if signed by the parties after the date hereof.

LUGGAGEHERO STORAGE LOCATION TERMS AND CONDITIONS

These LuggageHero Storage Location Terms and Conditions (together with the Order Form and the LuggageHero Storage Agreement, which are both incorporated herein, the “Agreement”) is entered into between LuggageHero LLC (“LuggageHero”), a New York limited liability company, and the entity/individual identified as “Partner” on the Order Form hereto (the “Partner”).

1 . BACKGROUND

1.1 LuggageHero, or third parties which LuggageHero has entered into a license with, is the owner of certain LuggageHero branded software services (SaaS), including mobile applications, which enables users (“User”) to book luggage storage for a certain duration with LuggageHero’s network of independent locations listed on its services from time to time (collectively, the “Services”). Each booking between a User and the Partner through the Services shall solely constitute an agreement for the storage of luggage between the User and the Partner as an independent party and shall not constitute an agreement between the User and LuggageHero for the storage of luggage. LuggageHero only facilitates the contact and booking services for the storage of luggage between the User and the Partner through its Services.

2. SERVICES

2.1 Subject to the terms of this Agreement, LuggageHero will use commercially reasonable efforts to provide to the Partner the Services, set up the Partner’s access to the Services, and marketing of the Services at LuggageHero’s discretion. As part of the registration process, the Partner will identify an administrative username and password for the Partner’s account on the Services, including the use of the Shop Manager Profile. LuggageHero reserves the right to refuse registration of or cancel passwords it deems inappropriate.

3. THE PARTNER’S OBLIGATIONS

3.1 The Partner shall:

  • Receive, securely store, and release/return the Users’ luggage;

  • Ensure that luggage is only released/returned to the correct User by requesting proof of booking on a mobile device

  • Make any changes to its day-to-day storage capacity and operating hours on the Services under the Shop Manager Profile so that the

  • Services continuously and accurately state the Partner’s current operating hours and storage capacity;

  • Set up a Stripe payout account to receive its payments

3.2 LuggageHero is not a party to the contractual relationship between the Partner and the Customer.

4. RESTRICTIONS AND RESPONSIBILITIES

4.1 The Partner will not, directly or indirectly, reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how, or algorithms relevant to the Services or any software, documentation, or data related to the Services (“Software”); modify, translate, or create derivative works based on the Services or any Software (except to the extent expressly permitted by LuggageHero or authorized within the Services); use the Services or any Software for timesharing or service bureau purposes or otherwise for the benefit of any third party (other than the Users); or remove any proprietary notices or labels. With respect to any signs, marketing materials, Software, or other tangible or intangible property (collectively, “LuggageHero Materials”) that is distributed or provided to the Partner for use on the Partner’s premises or devices, LuggageHero hereby grants to the Partner a non-exclusive, non-transferable, non-sublicensable license to use such LuggageHero Materials during the Term only and only in connection with the Services and at all times in compliance with all applicable laws and regulations. The Partner shall either return or destroy all LuggageHero Materials upon LuggageHero’s request.

4.2 The Partner represents, covenants, and warrants that the Partner will use the Services and all LuggageHero Materials only in compliance with LuggageHero’s standard published policies then in effect and all applicable laws and regulations. The Partner hereby agrees to indemnify and hold harmless LuggageHero against any damages, losses, liabilities, settlements, and expenses (including without limitation costs and attorneys’ fees) in connection with any claim or action that arises from an alleged violation of the foregoing or otherwise from the Partner’s use of Services or the LuggageHero Materials Although LuggageHero has no obligation to monitor the Partner’s use of the Services, LuggageHero may do so and may prohibit any use of the Services it believes may be (or alleged to be) in violation of the foregoing.

4.3 As a Partner, you may receive various marketing materials to help promote your storage location and enhance customer visibility. These materials are provided under specific terms and guidelines set by LuggageHero, and it’s crucial to follow these guidelines to avoid penalties associated with misuse.

4.4 Misuse of Marketing Materials

Misuse of any LuggageHero marketing materials, including but not limited to:

  • HeroCode Stickers
  • HeroCode Desk Display Signs
  • Window Flags
  • Street Signs

May result in the imposition of a penalty fee and additional charges. Misuse can include, but is not limited to:

  • Displaying the materials in unauthorized locations.
  • Failing to display materials as required.
  • Tampering with HeroCode QR codes.
  • Removing or altering materials without prior permission.

4.5 Penalties for Misuse

If LuggageHero identifies any misuse of the provided marketing materials, the following charges may apply:

  • Shipping Costs: A fee equivalent to the total cost of shipping the materials will be deducted from your next payout.
  • Penalty Fee: In addition to the shipping costs, a penalty fee will be imposed to cover expenses and revenue loss resulting from the misuse.

These fees will be automatically deducted from your partner payout as part of the recovery process for the misuse-related costs. You can read more about the use of marketing materials here.

5. CONFIDENTIALITY; PROPRIETARY RIGHTS

5.1 Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has disclosed or may disclose business, technical or financial information relating to the Disclosing Party’s business (hereinafter referred to as “Proprietary Information” of the Disclosing Party). Proprietary Information of LuggageHero includes non-public information regarding the Services’ features, functionality, and performance. Proprietary Information of the Partner includes non-public data provided by the Partner to LuggageHero to enable the provision of the Services (“Partner Data”). The Receiving Party agrees: (i) to take reasonable precautions to protect such Proprietary Information, and (ii) not to use (except in performance of the Services or as otherwise permitted herein) or divulge to any third person any such Proprietary Information. The Disclosing Party agrees that the foregoing shall not apply with respect to any information after five (5) years following the disclosure thereof or any 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 it prior to receipt from the Disclosing Party, or (c) was rightfully disclosed to it without restriction by a third party, or (d) was independently developed without the use of any Proprietary Information of the Disclosing Party or (e) is required to be disclosed by law.

5.2 The Partner shall own all rights, titles, and interests in and to the Partner Data. LuggageHero shall own and retain all rights, title, and interest in and to (a) the Services, Software, and LuggageHero Materials, and all improvements, enhancements, or modifications thereto/therein, (b) any software, applications, inventions, or other technology developed in connection with any support or related services, and (c) all intellectual property rights related to any of the foregoing.

5.3 Notwithstanding anything to the contrary, LuggageHero shall have the right to collect and analyze data and other information relating to the provision, use, and performance of various aspects of the Services and related systems and technologies (including, without limitation, information concerning Partner Data and data derived therefrom), and LuggageHero will be free (during and after the term hereof) to (i) use such information and data to improve and enhance the Services and for other development, diagnostic and corrective purposes in connection with the Services and other LuggageHero or its affiliates’ offerings, and (ii) disclose such data solely in aggregate or other de-identified form in connection with its business. No rights or licenses are granted except as expressly set forth herein.

6. Fees

6.1 LuggageHero may charge partners and travelers fees (and applicable Taxes) for the right to use the LuggageHero Platform. Any applicable fees are disclosed to Storage Service Providers before activating a listing and to travelers before booking. More information about when service fees apply and how they are calculated can be found on our Commission and Partner Fees page. Except as otherwise provided on the LuggageHero Platform, service fees are non-refundable.

6.2 When a User pays for luggage storage through the Services, LuggageHero is entitled to deduct its entire commission and all other amounts and charges due to LuggageHero from the User’s payment prior to transferring the balance of the payment to the Partners.

The balance of payment due to the Partners is reserved for the Partners’ account, and payouts will be automatically transferred to the Partners’ bank account quarterly or monthly on the 7th.

*In most cases, it takes a few bank days from completing the payout before the funds are visible on the Partner’s bank account. LuggageHero reserves the right to change its commission, fees, or applicable charges and institute new commissions, charges, and fees upon no less than 30 days notice to the Partner (which may be emailed).

The Partner is solely responsible for determining obligations to report, collect, remit, or include any applicable GST or other indirect taxes or income taxes in the Storage Fees.

6.4 Direct Payments, only when payment through the app fails:

The Partner is responsible for collecting direct payments on behalf of the customers only in cases where transactions fail to be completed online. A clear message will be shown on the customer’s phone when failing, and the Partner will be notified automatically through any preferred email and SMS. Payments received directly will be deducted from any quarterly statement.

6.5 Tips

Tipping is an integrated part of the check-out procedure, and LuggageHero does not charge any commission on amounts submitted by customers. The standard payment processing fee applies. Tips will show up on the payout statement separately.

7. EFFECTIVE DATE, TERM, AND TERMINATION

7.1 This Agreement shall be effective as of the date the Partner first used, or signed up for the Services and shall be effective until terminated as provided herein (the “Term”).

7.2 Either party may terminate this Agreement and the Partner’s right to use the Services, with or without cause, upon at least 90 days prior written notice to the other party (which notice may be sent by email). During the 90 days termination period the Partner is obligated to uphold the same storage capacity and opening hours as before termination.

7.3 In addition to any other remedies it may have, either party may also terminate this Agreement upon ten (10) days’ notice (or without notice in the case of any nonpayment), if the other party materially breaches any of the terms or conditions of this Agreement (which notice may be sent by email). The Partner shall pay in full for the Services up to and including the last day on which the Services are provided. Upon any termination of this Agreement for any reason, LuggageHero may, but is not obligated to, delete stored Partner Data. All sections of this Agreement which by their nature should survive termination will survive termination, including, without limitation, accrued rights to payment, confidentiality obligations, warranty disclaimers, and limitations of liability.

8. DISCLAIMER

Services may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by LuggageHero or by third-party providers, or because of other causes beyond LuggageHero’s reasonable control, but LuggageHero will use reasonable efforts to provide advance notice in writing or by e-mail of any scheduled service disruption. However, LUGGAGEHERO does not warrant that the Services will be uninterrupted or error-free; nor does it make any warranty as to the results that may be obtained from use of the Services. THE SERVICES ARE PROVIDED “AS IS” AND LUGGAGEHERO DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

9. LIMITATION OF LIABILITY

NOTWITHSTANDING ANYTHING TO THE CONTRARY, EXCEPT FOR BODILY INJURY OF A PERSON, LUGGAGEHERO AND ITS SUPPLIERS (INCLUDING BUT NOT LIMITED TO ALL EQUIPMENT AND TECHNOLOGY SUPPLIERS), OFFICERS, AFFILIATES, REPRESENTATIVES, AGENTS, CONTRACTORS AND EMPLOYEES SHALL NOT BE RESPONSIBLE OR LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT OR THE PARTNER’S OR A USER’S USE OF THE SERVICES, OR ANY TERMS AND CONDITIONS RELATED THERETO, UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY: (A) FOR ERROR OR INTERRUPTION OF USE OR FOR LOSS OR INACCURACY OR CORRUPTION OF DATA OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY OR LOSS OF BUSINESS; (B) FOR ANY INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES OR FOR LOSS OF PROFIT OR INCOME; (C) FOR ANY MATTER BEYOND LUGGAGEHERO’S REASONABLE CONTROL; OR (D) FOR ANY AMOUNTS THAT, TOGETHER WITH AMOUNTS ASSOCIATED WITH ALL OTHER CLAIMS, EXCEED THE COMMISSION PAID BY THE PARTNER TO LUGGAGEHERO FOR THE SERVICES UNDER THIS AGREEMENT IN THE 12 MONTHS PRIOR TO THE ACT THAT GAVE RISE TO THE LIABILITY, IN EACH CASE, WHETHER OR NOT THE PARTNER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

10. CHANGES AND AMENDMENTS

These LuggageHero Storage Location Terms and Conditions are subject to occasional revision and change. LuggageHero is entitled, upon at least 30 days’ notice to the Partner, to make any changes and amendments to these LuggageHero Storage Location Terms and Conditions as LuggageHero deems appropriate. The notice may be sent to the Partner by email to the email address provided at signup. The Partner must read the revised LuggageHero Storage Location Terms and Conditions promptly upon receipt. The Partner’s continued use of the Services after the effective date of any changes or amendments to these LuggageHero Storage Location Terms and Conditions LuggageHero Storage Location Terms and Conditions as notified by LuggageHero shall conclusively constitute the Partner’s acknowledgement of, and agreement to be bound by, the then-current version of these LuggageHero Storage Location Terms and Conditions with all the changes and amendments thereto.

11. MISCELLANEOUS

If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable. This Agreement is not assignable, transferable or sublicensable by the Partner except with LuggageHero’s prior written consent. LuggageHero may transfer and assign any of its rights and obligations under this Agreement without consent. This Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement, and that all waivers and modifications must be in writing signed by both parties, except as otherwise provided herein. No agency, partnership, joint venture, or employment is created as a result of this Agreement, and the Partner does not have any authority of any kind to bind LuggageHero in any respect whatsoever. In any action or proceeding to enforce rights under this Agreement, LuggageHero will be entitled to recover costs and attorneys’ fees. All notices under this Agreement will be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested. This Agreement shall be governed by the laws of the State of New York without regard to its conflict of laws provisions. Any legal suit, action or proceeding arising out of or relating to this Agreement or the Partner’s or a User’s use of the Services, or the transactions contemplated hereby, shall be instituted in the federal courts of the United States of America or the courts of the State of New York in each case located in the City of New York and County of New York, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding. Despite the foregoing, the Partner agree that irreparable damage would occur if any provision of this Agreement were not performed in accordance with the terms hereof and that LuggageHero shall be entitled to equitable relief, including injunctive relief or specific performance of the terms hereof, in addition to any other remedy to which they are entitled at law or in equity, in any jurisdiction worldwide and without having to post a bond or any security.

12. TERM OF THIS AGREEMENT AND FOR 12 MONTHS

Unless expressly agreed otherwise in writing with LuggageHero, because of LuggageHero’s legitimate business interest, during the Term of this Agreement and for 12 months thereafter, to run consecutively, beginning on the last day of the Term, whether the Agreement is terminated at the option of LuggageHero or the Partner and whether it is terminated for any reason or no reason, the Partner agrees and covenants not to sell or engage in any activities of any kind or nature that is in direct competition with LuggageHero or its affiliates. In addition to all other remedies that are available to LuggageHero at law, in case of any breach of the exclusivity in this Section, the Partner shall be responsible for paying all commissions and charges due to LuggageHero as if the Agreement were in full force and effect during the period covered by the exclusivity agreement.

13. Unrealized Commissions and Damages

If a partner violates the Terms of Service by either terminating their contract falsely before the completion of the 90-day window or refusing service to our customers during that period, LuggageHero reserves the right to retain all unrealized commissions.

This retention of unrealized commissions serves to offset potential damages caused to our brand and company name. LuggageHero values its reputation and customers’ and partners’ trust in our services. Therefore, we take appropriate measures to protect our brand integrity and maintain a positive experience for all parties involved.

By including this provision, LuggageHero aims to discourage any actions that could undermine the trust and reliability associated with our platform. It serves as a reminder of the importance of upholding the terms of the partnership agreement and the significance of providing consistent and satisfactory service to customers.

Partners are encouraged to carefully review and adhere to the Terms of Service to ensure a mutually beneficial and respectful partnership with LuggageHero. Should you have any further questions or require clarification on this provision or any other aspect of our Terms of Service, please do not hesitate to contact our support team. We are here to assist you and ensure a smooth and successful partnership experience.

STRIPE:

The storage Service Provider is responsible for abiding by all the terms specified by Stripe in its terms of use (https://stripe.com/checkout/legal) and privacy policies (https://stripe.com/privacy). The Storage Service Provider acknowledges that it fully assumes the risks of conducting transactions via Stripe’s payment system.

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The Storage Service Provider accepts all conditions in the Cooperation Agreement and Remuneration Agreement in full when confirmed through SMS verification.

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