Deliver

This Subscriber Agreement and Terms of Use govern your relationship with Delivery Labs LLC ("Deliver") and your use of Deliver.com (the "Service" or "Services"). This agreement helps Deliver maintain and manage a useful and safe service on the web site ("Site") for all users and customers.

1. Site Content. By using or accessing this Site, you acknowledge that you have read, understand and agree to be bound by the following terms and conditions. The material and information on the Site is protected by law, including copyright law. Except as otherwise specifically provided, none of the material may be copied, reproduced, distributed, republished, downloaded, displayed, posted, screen-scraped, or transmitted in any form and in any manner without Deliver's prior written permission. You may not mirror any material contained on the Site or any other server. Much of the Content found on the Site is owned by third-party providers and, specifically, certain information relating to the parcel shipping carriers found on the Site ("Carriers") is the copyrighted work of the respective Carriers and other information providers. Permission is hereby granted for you to make a single copy of documents or material published by Deliver on the Site solely for informational purposes and for non-commercial use within your organization, provided that you keep intact all copyright and other proprietary notices and legends. Deliver does not authorize any other use of the information or material provided. The trademarks, service marks, trade dress, logos and brand identifiers displayed on the Site (collectively, the "Trademarks") are registered or common law trademarks of Deliver, its affiliates, or various third-parties.

2. Term. If you choose to subscribe and become a member to Deliver.com, subscription shall commence upon the date of registration and full payment, where applicable, of any related fees for the Service and continue for a period of one (1) calendar year, unless the Company has agreed otherwise and subject to earlier termination as provided for herein. Thereafter, your subscription shall automatically renew for additional one (1) calendar year periods, unless we terminate your subscription or you notify us by telephone, mail, or e-mail (receipt of which must be confirmed by email reply from us) of your decision to terminate your subscription. You must cancel your subscription before it renews in order to avoid, where applicable, further billing of subscription fees for the renewal term to your method of payment.

3. Changes to User and Subscriber Agreement. We may change the terms of this Agreement at any time without notice. You signify that you agree to be bound by such changes by using a Service after changes are made to this Agreement.

4. Your Account. Registration data and other information about you are subject to our Privacy Policy. Your information may be stored and processed in the USA or any other country where Deliver has facilities, and by subscribing to the Service, you consent to the transfer of information outside of your country. If you access the Service using a password, you are solely responsible for maintaining the confidentiality of that password. If you provide someone else with access to your password to the Service, they will have the ability to view information about your account and make changes through the Site for the Service. You understand that you are responsible, financially and otherwise, for the accuracy of any information you provide to Deliver, including but not limited to package dimensions and weight and address information. You agree to notify us promptly if you change your address or email so we can continue to contact you and send any notices required hereunder. If you fail to notify us promptly of a change, then any notice we send to your old address or email shall be deemed sufficient notice.

5. Fees and Payments. You agree, where applicable, to immediately pay, or pay upon such terms as are agreed between the Company and you, subscription fees and any other charges incurred in connection with your user name and password for the Service (including any applicable taxes) at the rates in effect when the charges were incurred. We will bill all charges automatically to your credit card or in accordance with such method as the Company may agree to from time to time. Subscription fees will be billed at the beginning of your subscription or any renewal or upon such terms as the Company may provide you from time to time. Unless we state in writing otherwise, all fees and charges are non-refundable. We may change the fees and charges then in effect, or add new fees or charges at any time without notice. If you would like to us a different method of payment, or if you are unable to meet your payment obligations, or if your information in relation to your payment method changes, or if you believe someone has accessed the Service using your user name and password without your authorization, you must notify us immediately. Ultimately, you are responsible for any and all fees or charges incurred to access the Service.

6. Rate Information. Rate information published on the Site is subject to change without notice. You and your chosen Carrier shall ultimately negotiate the fees and charges separately. Deliver has no control over such rate information and your reliance on any such rate information will be done solely at your "own risk". Deliver may make improvements and/or changes to the Site at any time without notice. Any references to non-Deliver products or services on the Site are for information purposes only and do not constitute a recommendation or endorsement of such products or services by Deliver or any other third party.

7. Limitations on Use. Only one individual may access the service at a time using the user name, password or account profile provided by Deliver, unless we agree otherwise. You agree not to use the Services for any unlawful purpose. We reserve the right to terminate or restrict your access to the Service if, in our opinion, your use of the Service may violate any laws, regulations or rulings, infringe upon another person's rights or violate the terms of this Agreement. Also, we may refuse to grant you a user name that impersonates someone else, is protected by trademark or other proprietary right law, or is vulgar or otherwise offensive. You agree that you will not interfere or attempt to interfere with the proper working of the Site or with the software or hardware of Deliver.

8. Third-Party Web Sites. Deliver may provide hyperlinks or pointers to other websites maintained by third-parties. The links to any such third party websites are provided for your convenience and information only. The content of any linked website is not under the control of Deliver and should you decide to access any such website, you do so entirely at your own risk. The provision of a link to a third-party website does not mean that Deliver endorses, authorizes or sponsors any such website or that Deliver is affiliated with such third-party.

9. Deliver.com is a Neutral Venue. The Site acts as a venue where users can receive Carrier rates and information. Deliver has no control over the quality, safety or legal aspects of the transactions that take place on or through the Site. We do not provide endorsement of any third-party services and we cannot guarantee the ability of users to complete payment for any provided services.

10. Postings and Feedback. All postings by you or other users become the property of Deliver and therefore Deliver reserves the right to censor, edit, remove or prohibit the transmission or receipt of any information that Deliver, in its sole discretion, deems inappropriate, improper, or in violation of this User Agreement. Responses to questions posted by users of the Site are for general informational purposes only and shall not be construed to be a recommendation or endorsement of any products or services by Deliver. Third-party providers of the Site must acknowledge that a key component and integrity of the website is the ability of users to leave feedback about you and/or your services (whether positive, neutral or negative) AND for other users to read and evaluate those feedback reviews and make voluntary choices based upon those feedbacks. Therefore, in order to preserve a key component and integrity of Deliver, you shall NOT:

• Improperly influence in any manner, or cause another to, improperly influence in any manner the feedback of the member;
• Post and/or cut and paste and/or copy the content of a member feedback review from the Site to your own personal or business website, to any other third-party web site and/or on any of your own personal, business or third-party marketing/advertising materials regardless of the form;
• Attempting to gain feedback by receiving multiple feedback from the same member (members may only leave one feedback, whether positive, neutral, or negative, to any other member, regardless of the number of matches that the two parties complete with each other);
• Post or attempt to post, in any manner or by any means, a feedback review on your own account.

11. Community Discussion Forums. Deliver's Community Discussion Forums are intended to allow our users to communicate their experiences using Deliver.com, discuss the industry, and ask questions related to getting things shipped and delivered. Deliver reserves the right to edit, amend, or delete any information posted on the discussion forums if, in the sole opinion of Deliver, the posting contains language that is vulgar, obscene, inflammatory, illegal, irrelevant, or in violation of any section of this Agreement.

12. Unsolicited Idea Submission. Deliver welcomes feedback from users regarding the Services and functionalities of the Site. However, Deliver policy does not allow us to accept or consider ideas, suggestions, or proposals other than those we specifically request. The intent of this policy is to avoid the possibility of future misunderstandings when new functionality and features developed internally by Deliver might be similar or even identical to your idea.

If you do send Deliver any unsolicited suggestion, idea, or proposal, or if you send, at the request of Deliver, a comment or suggestion to improve the functionality of Deliver.com (for example, through Discussion Boards or via email) (collectively, the "Submission"), Deliver will consider the Submission to be non-confidential and non-proprietary. Deliver shall have no obligations concerning the Submission, contractual or otherwise (including but not limited to an obligation to keep the Submission confidential), and shall not be liable for any use or disclosure of any Submission. Deliver shall be entitled to unrestricted use of the Submissions for any purpose whatsoever, commercial or otherwise, without compensation to you.

13. Resolving Feedback Disputes. To maintain the integrity of the feedback system, feedback left for a service provider is a permanent part of that member's profile. Feedback comments cannot be edited at a later date. Users and service providers should resolve any misunderstandings prior to leaving feedback since most misunderstandings can and are resolved quickly through direct communication. There may be times when a user is unhappy with, disagrees with, or regrets feedback that he/she left for a service provider, or that may have been left about that user. If there is a disagreement over feedback that has been left, there options to respond:

• Reply to Feedback Received. Share your side of the story by responding to any comment that has been left for you. Your response will be shown directly below the comment left by the other Deliver.com user.
• Mutual Feedback Withdrawal. If both the user and the service provider are able to resolve a problem after feedback has been left, you can mutually agree to withdraw the feedback rating. Both parties must agree, and feedback will be withdrawn at the same time upon confirmation of the request by both parties.
• Feedback Comment Withdrawal. Deliver will remove individual feedback comments only in very rare circumstances, such as when they violate certain Deliver policies. Other situations where Deliver will remove feedback include: feedback containing vulgar language or other personal contact information, and instances when Deliver receives a valid court order to remove feedback.

14. Intellectual Property. The text, graphics, images, video, design, organization, compilation, look and feel, advertising and all other protectable intellectual property available through the Services is the property of Delivery Labs LLC or the property of other third-parties and is protected by copyright and other intellectual property laws. Unless you have our written consent, you may not sell, publish, distribute, retransmit or otherwise provide access to the content received through the Services to anyone. "Deliver.com", "Deliver" and the Deliver and Deliver.com logos are trademarks of Delivery Labs LLC. All rights reserved.

15. DISCLAIMERS OF WARRANTIES AND LIMITATIONS ON LIABILITY. YOU AGREE THAT YOUR ACCESS TO, AND USE OF, THE SERVICES AND THE CONTENT AVAILABLE THROUGH THE SERVICES IS ON AN "AS-IS", "AS AVAILABLE" BASIS AND WE SPECIFICALLY DISCLAIM ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY REPRESENTATIONS OR WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. FOR THE SAKE OF CLARITY, YOU USE THE SITE AND ANY INFORMATION CONTAINED THEREIN, AT YOUR OWN RISK. DELIVER AND ITS SUBSIDIARIES, AFFILIATES, SHAREHOLDERS, DIRECTORS, OFFICERS, EMPLOYEES AND LICENSORS ("DELIVER PARTIES") WILL NOT BE LIABLE (JOINTLY OR SEVERALLY) TO YOU OR ANY OTHER PERSON AS A RESULT OF YOUR ACCESS OR USE OF THE SERVICE FOR INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING, WITHOUT LIMITATION, LOST PROFITS, LOST SAVINGS AND LOST REVENUES (COLLECTIVELY, THE "EXCLUDED DAMAGES"), WHETHER OR NOT CHARACTERIZED IN NEGLIGENCE, TORT, CONTRACT, OR OTHER THEORY OF LIABILITY, EVEN IF ANY OF THE DELIVER PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF OR COULD HAVE FORESEEN ANY OF THE EXCLUDED DAMAGES, AND IRRESPECTIVE OF ANY FAILURE OF AN ESSENTIAL PURPOSE OF A LIMITED REMEDY. IF ANY APPLICABLE AUTHORITY HOLDS ANY PORTION OF THIS SECTION TO BE UNENFORCEABLE, THEN THE DELIVER PARTIES' LIABILITY WILL BE LIMITED TO THE AMOUNT, WHERE APPLICABLE, YOU PAID FOR ONE (1) YEAR OF SERVICE.

16. Indemnification. YOU SHALL INDEMNIFY, DEFEND AND HOLD HARMLESS DELIVER AND ITS PARENTS, SUBSIDIARIES, AFFILIATES AND THEIR DIRECTORS, OFFICERS, EMPLOYEES, AGENTS AND SUB-CONTRACTORS AGAINST ALL CLAIMS, ACTION, LIABILITIES, LOSSES, EXPENSES, DAMAGES AND COSTS, INCLUDING BUT NOT LIMITED TO LEGAL FEES, THAT MAY AT ANY TIME BE INCURRED BY REASON OF VIRUS OR ANY OTHER DESTRUCTIVE FEATURE RESULTING FROM YOUR ACCESS TO, USE OF OR LINKAGE WITH THE SITE AND/OR ANY CLAIM BROUGHT BY A THIRD-PARTY HAVING A BASIS IN CONTRACT OR TORT, IN LAW OR IN EQUITY, INCLUDING BUT NOT LIMITED TO INFRINGEMENT, INTERFERENCE WITH CONTRACT OR PROSPECTIVE ECONOMIC ADVANTAGE, BREACH OF CONTRACT, NEGLIGENCE, MISREPRESENTATION, GROSS NEGLIGENCE, PRODUCTS LIABILITY OR STRICT PRODUCTS LIABILITY.

17. General. This Agreement contains the final and entire agreement between us regarding your use of the Services and supersedes all previous and contemporaneous oral or written agreements regarding your use of the Services. We may discontinue or change the Services or their availability to you, at any time. This Agreement is personal to you, which means that you may not assign your rights or obligations under this Agreement to anyone. No third-party is a beneficiary of this Agreement.