XPakk MVP Vendor

THIS XPakk, LLC Mobile Volunteer Program (™) PROVIDER MARKETPLACE SERVICE AGREEMENT (the “Agreement”) dated 

– Is Between –

YOU (the “Vendor”)

– And –

XPakk, LLC

located at 11670 Fountains Drive, Suite 200, Maple Grove, MN 55369 (the “Company”).

Note* Terms of agreement (terms and conditions contained in this document are subject to change upon 30 days prior written notice.  By continuing to use the XPakk platform you hereby agree to these terms:

BACKGROUND:

Demand for At-Risk consumers for real-time delivery capabilities has skyrocketed recently due to the effects of the COVID -19 coronavirus. 

So has the desire for individual companies, religious institutions and non-profits to help those in need.

XPakk’s objective is to provide the platform to connect the needs with the help.

XPakk is agreeable to helping the Vendor on the terms and conditions set out in this Agreement.

IN CONSIDERATION OF the matters described above and of the mutual benefits and obligations set forth in this Agreement, the receipt and sufficiency of which consideration is hereby acknowledged, the Vendor and the Company (individually the “Party” and collectively the “Parties” to this Agreement) agree as follows:

Services Provided

  1. The Vendor hereby agrees to engage the Company to provide the Vendor with a platform (the “Services”) which may include but are not limited to:
  • Providing a platform which may facilitate Same Day Delivery, 1-hour and 3-hour delivery for those in need.

Marketplace Access and Setup:

  • Includes free (no fee) bulk upload of product catalogue (up to 100 product SKU’s)

Term of Agreement

  1. The term of this Agreement (the “Term”) will begin on the date of this Agreement and will remain in full force and effect indefinitely until terminated as provided in this Agreement.
  2. In the event that either Party wishes to terminate this Agreement, that Party will be required to provide 30 days’ notice to the other Party.
  3. Except as otherwise provided in this Agreement, the obligations of the Company will end upon the termination of this Agreement.

Performance

  1. The Parties agree to do everything necessary to ensure that the terms of this Agreement take effect.

Compensation / Costs / Fees

  1. Vendor may list the value of the goods being delivered, but hereby expressly agrees not to charge ANY fee for the goods it offers to those in need. XPakk agrees not to charge ANY fee for providing the technology.

Provision of Extras

  1. Vendor will make clear that XPakk is providing the technology free of charge in any of Vendors PR campaigns, promotional ads, and website. XPakk agrees to allow Vendor to leverage the full use of the XPakk Brand in all forms of media in an effort to promote Vendors’ expanded delivery capabilities and local e-marketplace access.

Confidentiality

  1. Confidential information (the “Confidential Information”) refers to any data or information relating to the business of the Vendor which would reasonably be considered to be proprietary to the Vendor including, but not limited to, accounting records, business processes, and client records and that is not generally known in the industry of the Vendor and where the release of that Confidential Information could reasonably be expected to cause harm to the Vendor.
  2. The Company agrees that they will not disclose, divulge, reveal, report or use, for any purpose, any Confidential Information which the Company has obtained, except as authorized by the Vendor. This obligation will survive indefinitely upon termination of this Agreement.
  3. Any written and oral information and material disclosed or provided by the Vendor to the Company under this Agreement can be Confidential Information if stated by the Vendor regardless of whether it was provided before or after the date of this Agreement or how it was provided to the Company.

Return of Property

  1. Upon the expiration or termination of this Agreement, the Company will return to the Vendor any physical property, documentation, records (if any) which is the property of the Vendor.

Capacity/Independent Contractor

  1. In providing the Services under this Agreement it is expressly agreed that the Company is acting as an independent contractor and not as an employee. The Company and the Vendor acknowledge that this Agreement alone does not create a partnership or joint venture between them and is exclusively a contract for a free service. Any future potential partnerships or joint ventures will need to be handled by separate agreements.

Notice

  1. All notices, requests, demands or other communications required or permitted by the terms of this Agreement will be given in writing and also email and delivered to XPakk as follows: XPakk LLC, located at 11670 Fountains Drive, Maple Grove, MN 55369 Email: support@xpakk.io

Dispute Resolution

  1. In the event a dispute arises out of or in connection with this Agreement, the Parties will attempt to resolve the dispute through friendly consultation.
  2. If the dispute is not resolved within a reasonable period then any or all outstanding issues may be submitted to mediation in accordance with any statutory rules of mediation. If mediation is unavailable or is not successful in resolving the entire dispute, any outstanding issues will be submitted to final and binding arbitration in accordance with the laws of the State of Minnesota. The arbitrator’s award will be final, and judgment may be entered upon it by any court having jurisdiction within the State of Minnesota.

Modification of Agreement

  1. Any amendment or modification of this Agreement or additional obligation assumed by either Party in connection with this Agreement will only be binding if evidenced in writing signed by each Party or an authorized representative of each Party.

Assignment

  1. The Company will not voluntarily or by operation of law assign or otherwise transfer its obligations under this Agreement without the prior written consent of the Vendor. It is understood by Vendor that Company deploys a network of non-paid independent contractors (volunteers) to actually make the deliveries.

Entire Agreement

  1. It is agreed that there is no representation, warranty, collateral agreement or condition affecting this Agreement except as expressly provided in this Agreement.

Enurement

  1. This Agreement will ensure to the benefit of and be binding on the Parties and their respective heirs, executors, administrators, successors and permitted assigns.

Titles/Headings

  1. Headings are inserted for the convenience of the Parties only and are not to be considered when interpreting this Agreement.

Gender

  1. Words in the singular mean and include the plural and vice versa. Words in the masculine mean and include the feminine and vice versa.

Governing Law

  1. It is the intention of the Parties to this Agreement that this Agreement and the performance under this Agreement, and all suits and special proceedings under this Agreement, be construed in accordance with and governed, to the exclusion of the law of any other forum, by the laws of the State of Minnesota, without regard to the jurisdiction in which any action or special proceeding may be instituted.

Severability

  1. In the event that any of the provisions of this Agreement are held to be invalid or unenforceable in whole or in part, all other provisions will nevertheless continue to be valid and enforceable with the invalid or unenforceable parts severed from the remainder of this Agreement.

Waiver

  1. The waiver by either Party of a breach, default, delay or omission of any of the provisions of this Agreement by the other Party will not be construed as a waiver of any subsequent breach of the same or other provisions.

Disclaimer of Warranties

  1. It is expressly understood that the platform offered by XPakk is being offered “AS IS” without any expressed or implied warranties. Vendor hereby waives any action in Law or Equity.