Location Partner Terms and Conditions

LAST UPDATED: August 14, 2019

1.        Acceptance. These Terms and Conditions (“Terms”) are a legal agreement between you (“Host”, “you” or “your”) and HR Logistics Inc., Delaware corporation with its principal place of business at 1106 Broadway, Santa Monica, CA 90401 (“HR” or “Happy Returns”) regarding the Services (as defined below). You and HR may be referred to herein individually as a “Party” and collectively as the “Parties”. By accepting the terms of this Agreement (defined below) or by performing under this Agreement in any way, you agree to be bound by, and to comply with, this Agreement.  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 to this Agreement, in which case “you” or “your” or “Host” shall refer to such entity.  The Agreement may be subject to supplemental terms, posted guidelines, rules or other terms made available by HR from time to time (collectively, the “Additional Terms”), which are incorporated herein by reference.  If there is any conflict between any provision in this Agreement and the Additional Terms, this Agreement shall take precedence unless the Additional Terms identify and expressly supersede the provision in this Agreement.  HR may change these Terms from time to time at its sole discretion, and if HR makes any material changes, we will attempt to notify you by sending you an email to the last email address you provided to us and/or posting a notice on our website (“Site”).  Therefore, you agree to promptly notify us of any changes in your email address. Any material changes to these Terms will be effective upon the earlier of the dispatch of the email notice to you or the date of posting of notice of the changes on the Site and shall be evidenced by a new “Last Updated” date shown above. HR may require you to provide consent to the updated Terms before continuing under this Agreement. If you do not agree to the updated Terms, in addition to your right to terminate under Section 4, you may terminate the Agreement upon written notice to HR. Otherwise, your continued performance constitutes your acceptance of the changes.  Please regularly check the Site to view the then-current Terms.

2.        Schedules.  These Terms and the Schedules (each, a “Schedule” and collectively, the “Schedules”) accompanying these Terms shall constitute one legally binding agreement, referred to herein collectively as the “Agreement.”

3.        Services.

a.    General. Happy Returns provides an in-person merchandise return service for online shoppers through a network of “Return Bars” integrated into retail locations (the “Return Bars”). The Parties agree that HR shall integrate a Return Bar into the Host Locations listed in the Schedule (the “Host Service Locations”) owned or leased by Host. The Host Service Locations are staffed and administered by employees of Host. Host employees will provide return services at the Host Service Locations and are not employees or contractors of HR. The Parties each hereby agree to undertake and perform certain services, as specified herein and in the Schedules hereto, in accordance with the terms and conditions of this Agreement (collectively, the “Services”). Additional Schedules may be added to this Agreement, and each Schedule may be amended upon mutual agreement of the Parties. Any payment terms and fees for the Services (if any) shall be set out in the Schedules hereto.

b.   By Happy Returns. HR will provide the following to Host:

●      Happy Returns will provide Host access to use the returns software application which the Host will use to perform returns (“Happy Returns Application”), installed on an iPad Mini provided by HR or as otherwise installed in a form and device to be agreed upon. HR will provide login credentials for the Happy Returns Application for Host managers and employees. The iPad Mini will remain the property of HR and must be returned to HR, in a reasonable manner directed by HR and at HR’s expense, if the Services are discontinued for any reason.

●      HR will provide all materials to pack and ship returned items, including: pre-labeled poly bags, shipping boxes, shipping labels, packing tape, filler material, and any other materials.  HR will replenish these supplies regularly as needed.

●      HR will provide signage for the inside of the Host Service Location and, if agreed by both Parties, the outside of the Host Service Location.  Placement of signage to be mutually agreed by both Parties.  Host shall not relocate any HR signage without the prior written consent of HR.

●      HR will provide in-person training for Host managers and employees, as well as ongoing support via phone, email, and other methods. The time for such training shall be determined mutually by the Parties. HR will provide Host support for IT and customer issues during Host’s business hours.

●      HR may measure Host’s performance in its provision of Services and may make and publish comparisons between locations, including Host Service Locations and locations operated by others. HR shall be permitted to revise or supplement its performance evaluation criteria. Measurement may include sending customers a brief email survey, provided by HR or a third party survey company. HR may monitor the customer satisfaction scores of Host-serviced customers, as well as comments from those customers, and any other anecdotal feedback, such as comments received from retailers whose products were returned. HR agrees to provide this feedback to Host and to work with Host to identify any areas for improvement.

4.        Termination.

a. Termination for Breach. Upon any material breach or default under this Agreement (including any Schedules or Statements of Work) by either Party, the Party not in default or breach (the “Non-Breaching Party”) may terminate this Agreement upon thirty (30) days’ written notice to the Party in default or breach (the “Breaching Party”), with such termination to become effective upon expiration of said thirty (30) day period, unless within said thirty (30) day period the Breaching Party shall have cured such breach or default.

b. Consequences of Termination.  Upon termination: (i) each Party shall immediately cease performance of its respective Services and promptly deliver to the other all of the other’s property and/or Confidential Information in the possession of such Party or its respective personnel unless instructed by the other Party to destroy such property or Confidential Information; (ii) if any amounts are owed, the Party owing such amounts will pay the other all earned but unpaid amounts owed as of the date of such termination; (iii) all licenses granted hereunder shall immediately and automatically terminate, and Host shall cease use of all HR intellectual property; (iv) Host shall promptly return any Licensed Products (defined below) provided by HR to Host within 30 days of termination and (v) the Parties shall immediately cease any joint marketing activities undertaken pursuant to this Agreement.  Any termination or expiration of this Agreement shall not serve to eliminate any liability arising out of conduct prior to the actual date of termination or expiration, and either Party may, following such termination or expiration, pursue such remedies as may be available with respect to such liabilities.  In addition, notwithstanding the termination or expiration of this Agreement, any provisions of this Agreement specifically providing for survival shall continue in full force and effect.

5.        Covenants, Representations and Warranties.

a. Service Warranty. Each Party warrants that its provision of Services will materially conform to the descriptions in this Agreement.

b. Authority.  Each Party represents and warrants to the other that it has the legal right, authority and power to enter into this Agreement, to extend the rights granted or to be granted to the other in this Agreement, to fully perform its obligations hereunder and that its performance will be in compliance with all applicable laws and regulations, and that it has not made and will not make any commitments to others in conflict with or in derogation of such rights or this Agreement.  Each Party further represents to the other that, as of the Effective Date, and to its actual knowledge, it is not aware of any legal obstacles, including, without limitation, intellectual property rights of others, which could reasonably be expected to prevent it from carrying out its obligations under this Agreement.

c. Business Licenses.  HR agrees to keep current all business licenses and certifications material to its performance of Services.

6.        Indemnification.

a. HR Indemnity.  HR shall indemnify, defend and hold harmless Host, and Host’s personnel against any and all third-party liabilities, claims, causes of action, suits, and/or damages, including reasonable attorneys’ fees, costs and expenses (collectively, “Losses”) resulting from (i) any material breach under this Agreement by HR; (ii) death or serious bodily injury of any person to the extent caused by the misconduct of HR, its employees or agents; and (iii) damage to Host’s property to the extent caused by the misconduct of HR, its employees or agents. 

b. Host Indemnity.  Host shall indemnify, defend and hold harmless HR and HR’s personnel from all Losses resulting from (i) any material breach under this Agreement by Host (ii) death or serious bodily injury of any person to the extent caused by the misconduct of Host, its employees or agents; and (iii) damage to HR’s or its customers’ property to the extent caused by the wrongful conduct of Host, its employees or agents. 

7.        Disclaimer. EXCEPT AS EXPRESSLY INDICATED IN THIS AGREEMENT AND SUBJECT TO ANY STATUTORY WARRANTIES WHICH CANNOT BE EXCLUDED AS A MATTER OF LAW, EACH PARTY MAKES NO OTHER EXPRESS OR IMPLIED WARRANTIES WITH RESPECT TO ITS RESPECTIVE SERVICES OR ITS PERFORMANCE UNDER THIS AGREEMENT.  EACH PARTY HEREBY DISCLAIMS ALL OTHER EXPRESS OR IMPLIED REPRESENTATIONS, WARRANTIES, GUARANTIES, AND CONDITIONS, INCLUDING BUT NOT LIMITED TO ANY IMPLIED REPRESENTATIONS, WARRANTIES, GUARANTIES, AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, AND QUALITY OF PRODUCTS AND SERVICES EXCEPT TO THE EXTENT THAT SUCH DISCLAIMERS ARE HELD TO BE LEGALLY INVALID AS A MATTER OF LAW.

8.        Limitation of Liability. ASIDE FROM ITS INDEMNIFICATION OBLIGATIONS, HR WILL NOT BE LIABLE (WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE, PRODUCT LIABILITY, OR OTHER THEORY), OR OTHERWISE) TO THE HOST OR ANY OTHER PERSON OR ENTITY FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATING IN ANY WAY TO THE SERVICES OR THIS AGREEMENT, IN EACH CASE, EVEN IF HR HAS BEEN ADVISED OF THE POSSIBILITY OF THOSE COSTS OR DAMAGES.

9.        Confidentiality & Non-Disclosure.

a. The confidential information to be disclosed under this Agreement (“Confidential Information”) includes the other Party’s non-public information communicated in any form, including, without limitation, in writing, orally, visually, on paper, or electronically, regarding: assumptions, ratings, pricing, theories, products, services, and techniques; information regarding software and hardware (owned or leased), algorithms, computer processing systems, source or object code, configuration, user manuals, systems documentation; information regarding corporate structure, business plans, business relationships, policies and procedures, underwriting, financial information, marketing goals, customer lists (past, current and prospective) and broker lists; information regarding clients and customers (past, current and prospective); technical or business information related to proprietary ideas, trade secrets, existing and/or contemplated products, materials and services, and research and development; any other information which reasonably could give a third party an opportunity to gain an advantage over competitors who did not know such information; information which the receiving Party knows or should know to be valuable to the disclosing Party; and all notes, analyses, reports, compilations, studies, interpretations, adaptations, improvements or documents prepared by the receiving Party which contain, reflect or are based upon, in whole or in part, the disclosing Party’s Confidential Information, regardless of form and regardless  whether  the information contained in this paragraph is designated as “Confidential Information” when disclosed.

b. In addition to the Confidential Information listed in 9(a), Confidential Information shall include other confidential or sensitive information, which is: (1) disclosed in documentary form and marked as confidential or similar designation at the time of disclosure or (2) confirmed in writing as confidential within thirty (30) days of disclosure.

c. Each Party shall maintain the other’s Confidential Information in strict confidence and shall not publish, disseminate, disclose or otherwise make such Confidential Information available to any third party without prior written consent of the disclosing Party.

d. Each Party agrees that any Confidential Information of the other Party obtained during the term of this Agreement shall be used solely for the purposes of fulfilling its respective obligations under this Agreement and for no other purposes.  Each Party shall limit the dissemination of and access to Confidential Information of the other Party to those employees or agents within their organizations who have a need to know such information. A Party shall satisfy this paragraph if it takes affirmative action to ensure compliance with these obligations by its employees, agents, consultants, vendors and other parties who are permitted access to or use of the Confidential Information. Notwithstanding the provisions of Section 4 a., disclosure of Confidential Information in violation of this Agreement is an immediate and material breach of this Agreement to which no cure period shall apply and may result in the immediate termination of this Agreement by and at the discretion of the owner of such Confidential Information.

e. Notwithstanding the requirements set forth in this Agreement, the obligations of confidentiality and non­use shall not apply to: (i) information that was publicly known at the time of disclosure; (ii) information that becomes publicly known subsequent to disclosure, provided that such public knowledge is not the fault of, or the result of an improper disclosure by the receiving Party; (iii) is rightfully received from a third party not owing a duty of confidentiality; (iv) is disclosed without a duty of confidentiality to a third party by, or with the authorization of the Confidential Information’s owner; (v) is independently developed; and/or (vi) is information required to be disclosed by applicable law, regulation or legal process, provided that the Party requested to disclose the information shall take all reasonable steps to prevent public disclosure of such Confidential Information and shall provide the owner of the Confidential Information with prompt notice of any such request. Regardless of the nature of the request, in the event such protective order or other remedy is not obtained, the Party requested to disclose the information will furnish only that portion of  the Confidential Information which, in the opinion of outside counsel, is legally required to be disclosed and will exercise its best efforts to obtain a protective order or other reliable assurance that confidential treatment will be accorded to the Confidential Information.

f. The furnishing of Confidential Information by either Party shall not be construed as granting to the other Party either expressly, by implication, estoppel or otherwise, any license or right to make any use of the Confidential Information.

g. Each Party acknowledges and agrees that a breach of these confidentiality provisions may cause irreparable damage to the other Party; that such damage would be difficult to measure; and that such damage may not be adequately compensated by monetary damages. Consequently, the Parties agree that the Non-breaching Party shall be entitled to seek equitable relief, including injunction and specific performance, in addition to all remedies available to the Parties at law or in equity.

h. Notwithstanding any other provision of this Agreement, this Section 9 (Confidentiality) shall survive termination of this Agreement.

10.      Intellectual Property Rights.

a. License. HR hereby grants to Host a world-wide, royalty-free, non-exclusive, non-transferable, license for the Term (as herein defined) to access and use any hardware or software provided by HR pursuant to a Schedule (“Licensed Products”) solely to carry out the intent of this Agreement and solely in accordance with the specifications set forth in any written documentation provided by HR (“Documentation”). Except for the licenses granted herein, there are no other licenses, express or implied, granted to Host. Host shall not (a) rent, loan or re-license rights to access and/or use the Licensed Products; (b) modify, disassemble, decompile, or reverse engineer software included as part of the Licensed Products; (c) disclose usernames or passwords to any third party; or (d) use the Licensed Products in any way not expressly provided for in this Agreement. Host shall not remove or obscure HR's copyright or trademark notices, or the copyright and trademark notices of third parties that are included with the Licensed Products. Except for the express licenses granted herein, HR shall retain all rights, title, interest and intellectual property rights in the Licensed Products.

b. Data For purposes of this Agreement, “Data” shall mean any HR customer information submitted or provided to Host by HR or an HR customer in connection with this Agreement. As between the Parties, HR shall retain all rights in the Data. HR hereby grants Host a non-exclusive, worldwide, royalty-free, license during the Term to use the Data solely to provide the Services and to otherwise carry out the intent of this Agreement.

c. Marks. Each Party hereby grants the other a non-exclusive, worldwide, royalty-free, license to use the other’s trademarks, service marks, and logos during the Term in order to provide the Services and to carry out the intent of this Agreement. Each Party agrees that its use of the other’s marks shall not create any right, title or interest in or to such marks and that all goodwill associated with its use of such marks shall inure to the benefit of the Party that owns such marks.

11.      Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California without regard to any choice of laws provision.

12.      Dispute Resolution. Except for any claims seeking injunctive relief, the Parties agree to use their best business efforts to resolve any disputes related to this Agreement and if any such dispute arising out of or relating to this Agreement cannot be settled through direct discussions, such dispute shall be litigated in a court of competent jurisdiction in Los Angeles County, California.

13.      No Third-Party Beneficiaries.  Nothing in this Agreement is intended or shall be construed to give any person, other than the Parties hereto, any legal or equitable right, remedy or claim under this Agreement or any provision contained herein.

14.      Relationship of Parties. The Parties to this Agreement are independent contractors and this Agreement shall not be construed or interpreted to create an association, partnership, joint venture, or relation of principal and agent or employer and employee. The Parties do not have, nor shall they hold themselves out as having, any right, power or authority to create any contract or obligation, either expressed or implied, on behalf of, in the name of, or binding upon the other Party, unless expressly authorized in writing.

15.      Miscellaneous.

a. Assignment and Delegation.  Neither Party shall assign or delegate the Agreement or any rights, duties or obligations hereunder without the express written consent of the other.  Notwithstanding the foregoing, HR may assign this Agreement to its successor pursuant to a merger, consolidation or sale of substantially all of its assets related to this Agreement, provided it promptly notifies the Host in writing of the assignment and the assignee agrees to be bound by the terms of this Agreement. Subject to the foregoing, the Agreement shall inure to the benefit of and be binding upon the successors, legal representatives and assignees of the Parties hereto.

b. Amendments.  Any amendment to any Schedule attached hereto shall be effected by an amendment agreement signed by the Parties to this Agreement. Any amendment to this Agreement shall apply to all Schedules (unless the amendment expressly states otherwise), and any amendment to a specific Schedule shall apply only to that Schedule.

c. Entire Agreement. This Agreement, including its Schedules and exhibits referenced herein, constitutes the complete, integrated, exclusive, and final statement of the terms and conditions of the Agreement between the Parties, superseding all prior negotiations, written or oral, regarding the subject matter herein. 

d. Government Users. If the Host is a branch or agency of the U.S. Government, Host acknowledges and agrees that the Licensed Products and Documentation qualify as "commercial items," as that term is defined at Federal Acquisition Regulation ("FAR") (48 C.F.R.) 2.101, consisting of "commercial computer software" and "commercial computer software documentation" as such terms are used in FAR 12.212. Use of the Licensed Products or Documentation by the Government constitutes acceptance of the rights and restrictions in this Agreement.

e. Force Majeure. Notwithstanding any other provision of this Agreement, in the event the performance of any obligation set forth under this Agreement is prevented, delayed, altered or rendered impossible by acts of God, war, civil disturbance, governmental restriction, economic disruption, fire, storm, flood, explosion, terrorist attacks, or any other cause that is beyond the reasonable control of any Party, the obligations so affected shall be deferred or eliminated to the extent necessitated by such event or contingency without liability. In the event of a force majeure condition, each Party shall use reasonable efforts to take alternative measures, when available, in order to continue performance under this Agreement. The terms of this clause shall not exempt, but merely suspend, either of the Parties from their duties to perform the obligations under this Agreement as soon as practicable after the force majeure condition ceases to exist.

f. Severability. In the event any provision or part of this Agreement is found to be invalid or unenforceable, only that particular provision or part so found, and not the entire Agreement, will be inoperative.

g. Survival. The provisions of Sections 6 through 15 shall survive the expiration or termination of this Agreement.

h. Counterparts. The Schedules may be executed in one or more counterparts, each of which shall constitute an original, but all of which together constitute one instrument. Faxed and electronic copies shall be deemed the same as the originals.

i. Waiver.   No waiver of or failure to enforce any term of the Agreement or the Schedules shall affect or limit a Party’s right thereafter to enforce and compel strict compliance with every term thereof.

j. Headings. The headings herein are for the purposes of convenience and reference only, and shall not be deemed to expand or limit the particular sections to which they pertain.

k. Notices. Unless otherwise agreed in writing, the Parties must submit any notice, demand, consent or other communication required or provided under this Agreement in writing and either delivered personally, sent by overnight delivery courier, or sent by certified or registered mail, postage prepaid, return receipt requested, as designated below.  Notices will be deemed given when delivered. Notices to Host may also be sent by e­mail and will be deemed received after being sent. Notices to Happy Returns shall be sent to Happy Returns, Inc., 1106 Broadway, Santa Monica, CA 90401, Attn: David Sobie, Chief Executive Officer.  Notices to Host shall be sent to the address and/or email address provided by Host during sign-up. Either Party may change its address for notice by sending notice in accordance with this section.

End of Agreement