This Agreement is made this day (today)

BETWEEN:

  • Registering Dealer (hereinafter referred to as "APDO")

  • -and -

  • PUDO Inc. with a principal place of business at 400 Brunel Road, Mississauga, Ontario, L4Z 2C2 (hereinafter referred to as "PUDO")

Whereas the APDO wishes that the Location serve as a pick up ("Pick Up"), drop off ("Drop Off") and storage location for packages (including letters) under the PUDO Pick Up and Drop Off program as implemented by PUDO from time to time (the "Program") and PUDO wishes to provide for such arrangement on the terms described herein;

Now Therefore for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

  1. OBJECTIVE

    1. The APDO agrees that the Location shall accept Pick Ups and Drop Offs under the Program including without limitation packages Dropped Off and Picked Up by persons who are registered with PUDO as PUDO members, packages Dropped Off by PUDO authorized online vendors for Pick Up by their customers, and packages Dropped Off and Picked Up under the PUDO Authorized Return Services (ARS) portion of the Program, at no cost to the PUDO member or any other person except as described in this Agreement.

    2. If the APDO without the prior written consent of PUDO (a) dissuades any person from dropping off a package under the Program when the APDO is not entitled to charge a fee under this Agreement (b) charges a person a fee to hold or accept packages and the fee is not authorized by this Agreement (c) sells or represents any product or service that competes with the Program, or if the APDO attempts to do any of the foregoing, PUDO may terminate this Agreement effective immediately upon notice in writing to the APDO.

    3. PUDO will provide the APDO with territory protection of not less than one (1) mile in radius from the Location (i.e., PUDO will not appoint another location under the Program within said territory). Notwithstanding the previous sentence: (a) in the event that PUDO requires 24 hour access for Direct Service package delivery to the Location and if the APDO is not a 24 hour operation and access/permission is denied by the APDO or a suitable approved area on or near the Location cannot be mutually located or agreed by the parties, PUDO may appoint a third party location within the one (1) mile APDO territory that can provide PUDO with the 24 hour access needed for Direct Service package delivery; and (b) if the area associated with the Zip Code or Postal Code, as the case may be, within which the Location is situated has a population that is greater than 50,000 residents, PUDO may appoint a third party location within the one (1) mile APDO territory to accept Pick Ups and Drop Offs under the Program.

  2. OPERATION

    1. PUDO has developed a Pick Up and Drop Off technology solution that is accessed through the Internet and allows the APDO to generate a customer notification through the authorized use of PUDO’s Shipment Control System. The solution shall be used solely for the purposes of the Program, and PUDO retains all intellectual property rights in the solution. PUDO may suspend the APDO's access to the solution and Program during any period the APDO is in breach of the Agreement.

    2. Upon the receipt of a Drop Off, the APDO will enter the required details in the PUDO Shipment Control System and store the shipment in a secure area for Pick Up. If the PUDO solution is not available, a manual process approved by PUDO must be followed by the APDO. The APDO shall automate all processes where such automation is made available by PUDO. Automation may include, but is not limited to, areas of shipping, tracking and special programs that are in place or may be developed by PUDO under the Program. The automation may be accessible by Internet or local application.

    3. Until the moment a Drop Off is Picked Up, the APDO will be liable for any loss of or damage to the package and will have the benefit of all limitations of liability that apply to the package.

    4. Once the Drop Off is Picked Up under the Program, PUDO shall deal directly with the person who Picked Up and hold the APDO harmless against any claims made against the APDO regarding loss or damage to the package that occurred after the Pick Up.

    5. PUDO will include the APDO's Location and hours of operation on its respective web page and when available, the PUDO Customer Service Support Center. PUDO reserves the right to determine at its sole and absolute discretion the sequence in which locations under the Program will be identified on its web page.

    6. PUDO disclaims any liability which results from its receipt of incorrect or unavailable information from the APDO or the APDO's failure to provide information, and the APDO agrees to release, indemnify and hold PUDO harmless for any loss suffered as a result of incorrect or unavailable information, failure to provide information, or any other reason arising from the notification of locations under the Program. PUDO will use commercially reasonable efforts to accurately explain to every person how to access the PUDO services under the Program.

  3. CLAIMS

    Any and all claims by any person regarding packages under the Program must be submitted to PUDO for investigation. The APDO shall use its best efforts to ensure that any such claim is referred to PUDO’s Customer Service Support Center.

  4. FEES AND PAYMENTS

    1. PUDO will pay the APDO an amount per package received at the Location under the Program equal to:

      1. Online orders Dropped Off by couriers of PUDO authorized vendors for Pick Up by the customer of the vendor: PUDO's standard fee in force at the date of acceptance of this agreement

      2. Drop Offs by PUDO authorized couriers for Pick Up by the customer of the courier: PUDO's standard fee in force at the date of acceptance of this agreement

      3. Drop offs by a customer with an account with a PUDO authorized courier for Pick Up by the courier: PUDO's standard fee in force at the date of acceptance of this agreement

      4. Online orders referred to in (a) above that are Dropped Off by the customer who received the order for return to the PUDO authorized vendor (and the vendor agrees with PUDO to pay for the return): PUDO's standard fee in force at the date of acceptance of this agreement

      5. Drop Offs by a customer of an online vendor for return to the vendor where the vendor uses a PUDO authorized courier for the Pick Up: PUDO's standard fee in force at the date of acceptance of this agreement

        A schedule of PUDO's current standard fees payable to the APDO hereunder is available on request.

      The foregoing fees will be calculated at the end of each calendar month and will be due within thirty (30) days of the end of the relevant month. No amounts shall be payable to the APDO by PUDO for Drop Offs or Pick Ups under the Program, and no amounts may be charged by the APDO to PUDO, PUDO members and other persons for Pick Ups and Drop Offs, except as set forth in this Agreement.

    2. The APDO acknowledges that PUDO will, on a monthly basis and on behalf of the APDO, generate invoices showing the fees payable to the APDO pursuant to Section 4.1 plus all applicable taxes payable thereon. PUDO shall pay to the APDO the fees shown on the invoice plus all applicable taxes payable thereon in accordance with Section 4.1, and, following such payment, the APDO shall indemnify and hold PUDO harmless from and against all liabilities, losses, expenses, damages or claims that PUDO may suffer with respect to such applicable taxes.

    3. For packages that are Dropped Off at the Location for Pick Up by a PUDO member under the Program and where the APDO is not entitled to a fee from PUDO under Section 4.2, the APDO may charge a fee to the PUDO member that shall not exceed:

      1. $3.00 for any package that does not exceed 10 lbs (4.5 kg); and

      2. $5.00 for any package that exceeds 10 lbs (4.5 Kg) but not more than *30 lbs (13.5 kg).

      *With respect to any package exceeding 30 lbs (13.5 kg) and that has been accepted by the APDO on behalf of a PUDO member, unless prior arrangements and fees have been agreed between the PUDO member and the APDO, no additional fees shall be charged to the PUDO member. In this case, the APDO will do their best to advise the PUDO member that this is a one off and that any future shipment exceeding 30 lbs (13.5 kg) can be refused unless arrangements and any additional fees levied by the APDO are agreed in advance of the shipments arrival to the Location.

      Additional storage fees may be applied by the APDO for any package not picked up by the PUDO member after five (5) Business Days. "Business Day" means Monday to Friday excluding statutory holidays in the province or state where the Location is situated. The fee per package charged to the member shall not exceed $ 1.00 per Business Day. Unless arrangements are made with the PUDO member regarding any package that has been held by the APDO for more than ten (10) Business Days, the APDO must follow PUDO procedures found in the PUDO operations manual for returning any such package. PUDO will provide a net credit to the account of the APDO for any such member package return.

      The APDO may charge for packaging services as agreed between the APDO and the customer, and the APDO shall retain the full amount of the fee.

    4. The party who pays an amount under this Agreement to the other party shall also pay all applicable taxes thereon.

  5. MISCELANEOUS PROVISIONS

    1. PUDO acknowledges that depending on size, the APDO has a certain storage capacity. For this purpose, together with the APDO, PUDO will assist the APDO to find reasonable storage solutions in case of a storage problem that may arise.

    2. The APDO agrees that, except as required by law, no public statement or advertisement that mentions PUDO shall be given or published without the prior written approval of PUDO.

    3. Upon request of PUDO, the APDO shall take out and maintain an insurance policy, which in PUDO's opinion is adequate to cover the liabilities it may incur to PUDO pursuant to this Agreement. Such policy shall be in such form and in such amount as may be prescribed by PUDO. PUDO shall be added as an additional named insured. Proof of the existence of such an insurance policy and payment of the relevant premiums shall be provided to PUDO upon request.

    4. With respect to the subject matter of this Agreement, this Agreement: (a) sets forth the entire agreement between the parties and any persons who have in the past or who are now representing either of the parties hereto, (b) supersedes all prior understandings and communications between the parties, oral or written, and (c) constitutes the entire agreement between the parties. Each party acknowledges that it shall have no right to rely upon any amendment, waiver, promise, modification, statement or representation after the execution of this Agreement unless it is in writing and signed by each of the parties.

    5. Except as may be expressly provided in this Agreement, PUDO disclaims all warranties and conditions, express or implied, with respect to PUDO's services including the Program and the services and technology described in Section 2, or the results obtained, including without limitation any implied warranties or conditions of merchantability or fitness for a particular purpose and those arising by statute, otherwise in law or from a course of dealing. PUDO is not liable for any loss of profits or for any special, consequential, incidental, indirect, reliance, or exemplary damages in contract, tort or otherwise, whether or not the possibility of such damages was disclosed to PUDO or could have been reasonably foreseen by PUDO. In no event shall PUDO's aggregate liability for damages of any kind and regardless of the form of action, exceed the amount the APDO paid to PUDO in the three-month period prior to the date of the event that gives rise to a claim.

    6. All dollar amounts referred to in this Agreement refer to the currency of the jurisdiction in which the Location is situated.

    7. The term of his Agreement commences as of the Effective Date and has an initial term of one (1) year. This Agreement shall renew automatically for successive one (1) year periods unless terminated in accordance with this Agreement.

    8. This Agreement (including fees and other amounts under Section 4 of this Agreement) and the Program may be amended by PUDO on at least fourteen (14) days' written notice to the APDO. If the APDO is not satisfied with any amendment, the APDO may terminate this Agreement by giving written notice to PUDO prior to the date on which the amendment becomes effective. A party may terminate this Agreement effective upon written notice to the other party if the other party breaches this Agreement and does not cure the breach within fourteen (14) days' written notice that describes the breach. This Agreement may also be terminated for any or no reason whatsoever by either party upon giving thirty (30) days' prior written notice to the other party.

    9. Upon termination of this Agreement for any reason whatsoever, the parties shall have the following rights and responsibilities: (a) the APDO and PUDO will complete all unfilled duties under this Agreement (i.e. Pick Up and Drop Off’s that are in the process at the time of termination) (b) each party shall pay within thirty (30) days all charges and credits owing to the other party and (c) the provisions of this Agreement which expressly or impliedly are intended to survive termination, shall survive termination (including Sections 2.4, 2.6, 3, 5.2, 5.5, 5.10, 5.11, 5.13 and 5.17). Upon termination, the APDO shall provide termination assistance as may be reasonable requested by PUDO.

    10. The APDO agrees to keep confidential and not to disclose or use at any time, either before or after termination of this Agreement, any non-public information of PUDO ("Confidential Information") of which the APDO has become aware (whether disclosed orally or otherwise and regardless of whether marked as confidential), except use of the Confidential Information for the purposes of this Agreement and disclosure of it to the employees of the APDO who have the need to know the Confidential Information for the purposes of this Agreement. The Confidential Information includes the provisions of this Agreement and information regarding PUDO members, PUDO solutions and other technology, the Program and PUDO authorized vendors and couriers. Confidential Information does not include information that (a) becomes part of the public domain without breach of this Agreement (b) is independently known to the APDO (c) is or was disclosed by a third party to the APDO without an obligation upon the third party to keep such information confidential, or (d) is required to be disclosed by law.

    11. PUDO does not represent or warrant that its services, solutions and technology will be uninterrupted or error-free.

    12. The APDO acknowledges that PUDO may license (on a non-exclusive basis) one or more of PUDO's trade-marks to the APDO from time to time. The trade-marks shall be used solely in association with the APDO's services under this Agreement and solely at the Location. The APDO will promptly upon request discontinue any use of any trade-marks of which PUDO disapproves. PUDO may change the trade-marks including withdrawing one or more trade-marks from the licence. The APDO shall not use the trade-marks as part of its firm or corporate name and will not do anything or assist any person to do anything, which could infringe upon or contest the rights of PUDO in any of the trade-marks. The APDO shall use the trade-marks in accordance with the standards and instructions supplied by PUDO to the APDO from time to time, and the APDO shall permit PUDO to inspect the APDO's use of the trade-marks. All goodwill that may arise from use of the trade-marks shall at all times remain the sole property of PUDO and shall enure to the sole benefit of PUDO. The APDO shall not alter any of the trade-marks and shall use such notices with the trade-marks as PUDO may designate from time to time. PUDO shall have the sole right to enforce any rights against third parties regarding the trade-marks.

    13. Any notices required or permitted hereunder may be given to the appropriate party at the address specified at the top of page one of this Agreement or at such other address as the party shall specify in writing. Such notice shall be deemed given: upon delivery by commercial courier; if sent by facsimile, upon confirmation of receipt; or if sent by certified or registered mail, postage prepaid, five days after the date of mailing.

    14. This Agreement may be executed in one or more counterparts (including by fax or PDF) each of which shall be deemed an original and all of which shall be taken together and deemed one instrument.

    15. The parties to this Agreement are independent contractors and no franchise, agency, partnership, joint venture, or employee relationship is intended or created by this Agreement. Neither party shall have the power to obligate or bind the other party.

    16. No remedy conferred upon a party (including an indemnification or termination right) shall exclude any other legal or equitable remedy and all remedies shall be cumulative.

    17. The APDO shall defend, indemnify and hold harmless PUDO and its affiliated companies, and their respective officers, directors and employees regarding any claims (including settlement amounts, and costs and expenses associated with a claim) arising out of (a) injury to persons or property on or about the Location (b) loss or damage to packages that occurs after Drop Off and before Pick Up, or (c) acts or omissions of the APDO regarding its business under the Program.

    18. This Agreement shall be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable in the Province of Ontario and shall be treated, in all respects, as an Ontario contract. Each Party to this Agreement irrevocably attorns to and submits to the jurisdiction of the Courts of Ontario with respect to any matter arising under or relating to this Agreement.

    19. This Agreement shall be binding upon and for the benefit of the parties and their respective successors, assigns, heirs, administrators and legal personal representatives provided always that the APDO shall not assign or transfer this Agreement without the prior written consent of PUDO.

    20. The parties hereby confirm their express agreement that this Agreement and all documents directly or indirectly related thereto be drawn up in English. LES PARTIES RECONNAISSENT LEUR VOLANTE EXPRESSE QUE LA PRESENTE CONVENTION AINSI QUE TOUS LES DOCUMENTS QUI S'Y RATTACHENT DIRECTEMENT OU INDIRECTEMENT SOIENT REDIGES EN LANGUE ANGLAISE.