Last updated: 3.28.2023
By enrolling as a partner with Luggage Drop located at 501 Union Street ste 441, Nashville, TN 37219, you agree to comply with and be bound by these Terms and Conditions.
This Partner Agreement (“Agreement”) is executed by and between Dalex Design Group LLC DBA Luggage Drop and the enrolled Store Partner. Each of Luggage Drop and the partner is referred to herein as a “Party” and collectively as the “Parties”.
1.1 “Luggage Drop Platform” means any Luggage Drop software-as-a-service platform, websites, phone reservation line, or applications, through which Customers can schedule and pay for Services.
1.2 “Services” means secure storage, delivery, shipping, transfer, and package acceptance services to be provided by the partner hereunder with respect to Customer Property and facilitated by Luggage Drop, as further described in Section 2.
1.3 “Customer” means a customer of Luggage Drop who has purchased one or more Services utilizing the Luggage Drop Platform as defined in sec 1.1 .
1.4 “Customer Agreement” means the terms of service or other written agreement between Luggage Drop and a Customer pursuant to which such Customer obtains Services.
1.5 “Customer Property” means any personal property of a Customer to be stored or transferred in connection with the Services.
1.6 “Participating Location(s)” means the partner premises at which partner offers Services on behalf of Luggage Drop.
2.1 Appointment as Representative. Subject to the terms and conditions of this Agreement, Luggage Drop hereby appoints Store Partner as its nonexclusive representative to perform Services for Luggage Drop and its Customers at Participating Locations during the Term, and to market and promote the Services as a provider of Participating Locations for such Services. For the avoidance of doubt, nothing in this Agreement shall restrict Luggage Drop from appointing any third party to provide services that are similar to the Services or to market, promote, identify and refer potential customers for any Luggage Drop services.
2.2 Services. Store Partner agrees to accept and securely store, at Participating Locations, Customer Property from Customers who have purchased Services through the Luggage Drop Platform.
2.2a Luggage Storage: Without limiting the foregoing, when requested by a Customer to accept Customer Property, Store Partner will (a) verify the Customer’s reservation by confirming the booking confirmation sent by Luggage Drop to Store Partner; (b) apply printed luggage tags to the Customer Property containing the applicable item number(s) for such Customer Property; (c) initial the bottom of such tags in the designated location and provide the bottom of such tags to the Customer; (d) store such Customer Property in a secure location; and (e) return the Customer Property in the same condition as it was received to the Customer upon the Customer’s demand and presentment of the applicable tag stubs, or transfer the Customer Property to Luggage Drop or its authorized courier for transportation, per Luggage Drop’s instructions.
2.2b Package Acceptance: Store Partner is to receive packages from various carriers on behalf of Luggage Drop and Luggage Drop’s customers, scan them into the Luggage Drop check-in page when they arrive, and hand the packages over to customers when they arrive to pick them up and show their Luggage Drop package delivery confirmation. Refer to Section 11 of this agreement for Package Acceptance procedures, commissions, and other procedural items regarding this service.
2.2c Luggage Delivery: Upon a Customer’s request and subject to availability, Store Partner may facilitate delivery of the Customer’s stored luggage to a designated location within a certain distance from the Participating Location (the “Delivery Services”). Store Partner agrees to perform Delivery Services in accordance with Luggage Drop’s policies and procedures, including verifying the Customer’s identity and providing proof of delivery. Store Partner acknowledges that Luggage Drop shall have the sole discretion to determine the availability and pricing of the Delivery Services, and may change such availability and pricing at any time upon notice to Store Partner. Store Partner shall not perform any delivery services for any third party that is not authorized by Luggage Drop in writing. Store Partners whom operating existing similar services are permitted to directly offer those services to the Luggage Drop customer, however Store Partner agrees to then accept liability for those items from the time, the customer items are dispatched from the approve Store Partner Location.
2.3 Security. Store Partner may inspect Customer Property with the Customer present at the time of deposit, and may require that Customers certify that their Customer Property does not include any items prohibited by law, their Customer Agreements, or Luggage Drop’s acceptable use policies (“Prohibited Items”). If Store Partner has reason to believe that a particular item of Customer Property is or contains a Prohibited Item, Store Partner may reject such Customer Property in its reasonable discretion; provided that Store Partner will promptly report such rejection and the reason for such rejection to Luggage Drop, along with any other suspicious activity Store Partner identifies with respect to Customer Property or the safety and security thereof. Store Partner will use at least the same degree of care that it uses to protect the security of its own cash and other valuable personal property, but in no event less than reasonable care, to protect and secure all Customer Property.
2.4 Luggage Drop Store Profiles. Promptly after the Effective Date, and again each time such information changes, Store Partner will provide to Luggage Drop all information and materials reasonably necessary to complete a profile of Store Partner’s Participating Location(s) on the Luggage Drop Platform, including Store Partner’s logo, email address, a description and pictures of the Participating Location(s), their hours of operation, and such other information as Luggage Drop may request from time to time (collectively “Profile Information”).
2.5 Marketing Efforts. Store Partner agrees to use its best efforts to promote the availability of the Luggage Drop services at its location(s), including by displaying any promotional materials provided by the company for such purpose, subject to reasonable size and format constraints (collectively, the “Marketing Efforts”). Store Partner shall not make any inaccurate statements concerning the quality, performance, or other characteristics of the Luggage Drop platform or the services provided. The company shall provide Store Partner with reasonable quantities of tags, catalogs, literature, and any other materials deemed necessary for proper promotions and sales presentations of the Luggage Drop services at Store Partner’s location(s). Any literature which is not used shall be the property of the company and shall be returned upon request. Luggage Drop agrees to indirectly promote Store Partner locations to its customers through the luggagedrop.com website and any related online advertising. Direct store advertising is not guaranteed, unless agreed to in writing by Luggage Drop.
3.1 Amount of Commissions. Luggage Drop shall pay Store Partner a Commission (as defined below) for each Customer that uses the Luggage Drop Services. “Commission” means a percentage or dollar (or other currency) amount for each 24 hour period for each item of Customer Property stored by Store Partner hereunder on behalf of Luggage Drop and its Customers. Luggage Drop shall have the absolute right to make allowances and adjustments and write off Customer accounts as bad debts, in each case as Luggage Drop deems advisable. Store Partner agrees that Luggage Drop may charge back to Store Partner’s account any amounts previously paid or credited to it with respect to such allowances, adjustments, or bad debts. Store Partner has the right to dispose of any Customer Property left behind after the Customer’s designated check-out date and time if contact has not been made. Luggage Drop is not responsible for any compensation to Store Partner in the event that Store Partner elects to retain such property.
3.2 Payment of Commissions. Store Partner is required to complete the payment onboarding process where they will enter their payment and business details to allow for direct deposit of Commissions. Commission payments will generally be made at the beginning of each month for the commission earned during the previous month. Commission is earned after the applicable Customer completes payment to Luggage Drop for the applicable Services and after Store Partner has performed the services. Any customer chargebacks will result in the reversal of payment and associated chargeback fees. Commissions will be paid in the agreed upon currency and will be subject to all applicable governmental regulations and rulings, including the withholding of any taxes required by law. Luggage Drop’s only payment obligation under this Agreement shall be the Commissions, and in no event shall Luggage Drop be obligated to reimburse Store Partner for any expenses incurred by Store Partner in performing its obligations under this Agreement.
3.3 Structured Commissions. The Store Partner agrees to maintain a high standard of quality for our shared customers. A high standard of quality includes, but is not limited to: high customer satisfaction, low incidents of lost or damaged property, and location ratings. Commission is defined as a fixed percentage rate of the customer reservations bag rate. Payments collected by Luggage Drop for additional services such as Drop Guard Insurance Coverage is not included in the Commission Calculation. Store Partners will be paid the agreed upon commission rate for each bag stored, provided payment has been received by the customer, and a chargeback has not occured. Example: Store Partner is paid 50% of storage cost, Market rate is $7.00 per item, plus a $0.95 Trust & Safety Fee. The Store Partner would be paid 50% of the $7.00 with a payout of $3.50 per item.
4.1 Ownership of Intellectual Property. The ownership of all intellectual property rights related to the Luggage Drop Platform and any materials or information provided by Luggage Drop to Store Partner under this Agreement shall exclusively belong to Luggage Drop.
4.2 Use of Profile Information. Store Partner grants Luggage Drop a non-exclusive, worldwide, royalty-free license to use, modify, and distribute Store Partner’s profile information for the purpose of formatting, displaying, and creating derivative works in connection with marketing, offering, and providing the Luggage Drop Platform and Services. Store Partner reserves all other rights, including all intellectual property rights, in and to the Profile Information.
4.3 Trademarks. During the term of this Agreement, Luggage Drop and Store Partner may indicate to the public that Store Partner is an authorized provider of Luggage Drop Services at Participating Locations under Luggage Drop’s trademarks, trade names, and marks that Luggage Drop may adopt from time to time (“Luggage Drop Marks”). Store Partner may not remove or alter any Luggage Drop Mark from any materials provided by Luggage Drop. Store Partner may not claim any ownership rights to the Luggage Drop Marks, and all goodwill associated with Store Partner’s use of Luggage Drop Marks shall inure solely to Luggage Drop. Store Partner shall not challenge or assist others to challenge any Luggage Drop Mark or its registration, nor shall Store Partner attempt to register any trademarks, marks, or trade names that are confusingly similar to any Luggage Drop Mark. Store Partner shall use the exact copies of the Luggage Drop Marks used by Luggage Drop, and if Store Partner wishes to use different representations of the Luggage Drop Marks, it shall first seek approval from Luggage Drop on design, color, and other details.
5.1 Luggage Drop acknowledges that in connection with this Agreement, Luggage Drop will have access to certain information and materials concerning the business, plans, customers, technology, and products (including the Luggage Drop Platform and Services) of the other party that are confidential and of substantial value. Luggage Drop shall not use in any way for its own account or the account of any third party any such confidential information of the other party, except as necessary to perform its obligations or exercise its rights under this Agreement. Luggage Drop shall not disclose to any third party any such confidential information of the other party. Luggage Drop shall (i) take every reasonable precaution to protect the confidentiality of such information, (ii) implement reasonable procedures to prohibit the disclosure, unauthorized duplication, misuse or removal of the other party’s confidential information, and (iii) disclose the other party’s confidential information only to those of its employees with a need to know such confidential information in order for Luggage Drop to perform its obligations or exercise its rights under this Agreement, and who are bound by a written agreement at least as protective of the other party’s confidential information as the terms of this Agreement. Without limiting the foregoing, Luggage Drop shall use at least the same procedures and degree of care which it uses to prevent the disclosure and misuse of its own confidential information of like importance, but in no event less than reasonable care. In the event of termination of this Agreement, Luggage Drop shall not use or disclose any confidential information of the other party for any purpose. If Luggage Drop breaches any of its obligations with respect to confidentiality or the use of such confidential information, the other party shall be entitled to seek equitable relief to protect its interests, including injunctive relief, and Luggage Drop shall indemnify and hold the other party harmless against all losses, costs, expenses and liabilities arising as a result of any breach by Luggage Drop of this Section.
6.1 Warranties. Each Party represents and warrants that it has all necessary power and authority to enter into this Agreement and that the terms of this Agreement do not conflict with any other agreement to which such Party is a party. Luggage Drop represents and warrants that it is qualified to do business and that it will provide the Services in a professional and workmanlike manner, consistent with the terms of this Agreement and all applicable laws and industry standards.
6.2 Disclaimer. EXCEPT FOR THE EXPRESS WARRANTIES CONTAINED IN SECTION 6.1, EACH PARTY HEREBY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES WITH RESPECT TO THE PLATFORM, THE SERVICES, AND THIS AGREEMENT, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON INFRINGEMENT.
7.1 By Luggage Drop. Luggage Drop will defend Customer against or, at Luggage Drop’s option, settle any third-party claim, action, or proceedings brought against Customer to the extent that such claims allege that the Luggage Drop Platform or Customer’s use thereof infringes any third-party patents or copyrights, and Luggage Drop will indemnify Customer against all damages, liabilities, costs, and expenses awarded by a court of competent jurisdiction with respect to such claims or agreed to by Luggage Drop in settlement of such claims.
7.2 By Store Partner. Store Partner will defend Luggage Drop against or, at Customer’s option, settle any third-party claim, action, or proceedings brought against Luggage Drop to the extent that such claims allege facts that would constitute a breach of Customer’s warranties under Section 6.1, and Customer will indemnify Luggage Drop against all damages, liabilities, costs, and expenses awarded by a court of competent jurisdiction with respect to such claims or agreed to by Customer in settlement of such claims.
7.3 Process. Each Party, when acting as the indemnified Party under this Section 7, will give the other Party (a) prompt written notice of all claims for which it seeks indemnification; (b) sole control over the defense and/or settlement of such claims; and (c) all information and assistance reasonably requested by the indemnifying Party in connection with the defense and settlement of such claims, at the indemnifying Party’s expense.
THE FOREGOING LIMITATIONS OF LIABILITY SHALL NOT APPLY TO DAMAGES CAUSED BY A PARTY’S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR BREACHES OF SECTIONS 6, 7.2, 7.3, or 9. The liability of the breaching Party for any such excluded damages shall be limited to the extent permitted by applicable law.
9.1 Term. This Agreement shall commence on the Effective Date and shall remain in full force and effect until terminated pursuant to this Section 9.
9.2 Termination for Convenience. Either Party may terminate this Agreement for any or no reason upon thirty (30) days’ prior written notice to the other Party.
9.3 Termination for Cause. If either Party materially breaches this Agreement, the other Party may terminate this Agreement on thirty (30) days’ written notice to the breaching Party, unless such breach is cured within such notice period.
9.4 Payment of Commission After Termination. After termination, subject to all the provisions of this Agreement, Luggage Drop shall pay Commissions to Store Partner for Services provided prior to the effective date of termination of this Agreement. Luggage Drop may withhold, for up to six (3) months, the payment of the Commission after the effective date of termination of this Agreement if Luggage Drop determines that there may be sufficient credits or other adjustments which warrant such action.
9.5 Survival. Sections 2, 3 (to the extent required by Section 8.4), 4.1, 5, 6, 7, 8, 9.4, 9.5, and 10 of this Agreement shall survive any termination or expiration of this Agreement. Upon termination or expiration of this Agreement, the Store Partner shall immediately: (i) cease any further use of Luggage Drop Marks; (ii) cease any promotions or marketing of or related to the Services; (iii) return or destroy all materials related to the Services, including any Confidential Information.
10.1 Independent Contractors. The relationship of the Parties under this Agreement is that of independent contractors. Neither Party will be deemed to be an employee, agent, partner or legal representative of the other for any purpose and neither will have any right, power or authority to create any obligation or responsibility on behalf of the other.
10.2 Assignment. This Agreement may not be assigned, sublicensed, or otherwise transferred by Luggage Drop without prior written consent from the other Party. Any attempted assignment in violation of this Section shall be null and void. This Agreement may be freely assigned or otherwise transferred by the other Party.
10.3a General: Any waiver of the provisions of this Agreement or of a Party’s rights or remedies under this Agreement must be in writing to be effective. Failure, neglect, or delay by a Party to enforce the provisions of this Agreement or its rights or remedies at any time, will not be construed as a waiver of such Party’s rights under this Agreement and will not in any way affect the validity of the whole or any part of this Agreement or prejudice such Party’s right to take subsequent action.
Luggage Drop hereby agree to assume full responsibility for the coverage of personal items stored and paid for on the Luggage Drop platform, and any claims arising should be directed to Luggage Drop in writing to initiate the claims process. Claims will be access up to the limits of the Luggage Drop Drop Guard Coverage Limits at the time of the reservation.
10.3b Store Partner Release: Luggage Drop agrees to release Store Partner from any claim rising from the result of damage to customers luggage, provided the store has documented record of the efforts taken to secure the customer items in a secure area, away from public access. Luggage Drop further releases the Store Partner from any claim of items discarded due to abandonment. Store Partner agrees to immediately notify Luggage Drop of any Items that are not collected at the end of the reservation time, at which point Luggage Drop will arrange for shipping the item to the customer, our offices, or else ware at the expense of Luggage Drop, or allowing the store partner to dispose of the items as they determine appropriate.
10.3c Luggage Drop will hold harmless the Store Partner in claims arising from the storing of items on the Luggage Drop platform, within the limitations of this agreement. Store Partner agrees to maintain safe, and accessible public facilities to allow the execution of these services, and agrees to hold Luggage Drop harmless from any claim that may arise from the neglect therof.
Store Partner hereby agree to assume full responsibility for the safety and security of their location and agree to comply with all applicable laws, regulations, and industry standards.
Luggage Drop shall not be held liable for any damage, injury, loss, or claim arising out of or related to the operation of the store partners’ locations, including but not limited to personal injury, property damage, theft, or loss of any kind.
The store partners hereby agree to indemnify, defend, and hold Luggage Drop harmless from any and all claims, demands, damages, or expenses, including attorneys’ fees, arising out of or related to the operation of their location, with the exception of claims made pursuant to the terms outlined in this agreement in sec 10.3a.
The store partners hereby represent and warrant that they have obtained all necessary licenses, permits, and insurance required to operate their location and have complied with all applicable laws and regulations.
Store Partner hereby agree to assume full responsibility for the safety and security of customers items when providing services not provided in the reservation for the customer. (ie Bag Wrapping, Delivery, Portage, or Shipping) Store Partner Further agree that Luggage Drop shall not be held liable for any damage, injury, loss, or claim arising out of or related to the operation of these additional services not expressly provided or booked on the Luggage Drop Platform.
10.4 Severability. If any term, condition, or provision in this Agreement is found to be invalid, unlawful or unenforceable to any extent, the Parties shall endeavor in good faith to agree to such amendments that will preserve, as far as possible, the intentions expressed in this Agreement. If the Parties fail to agree on such an amendment, such invalid term, condition or provision will be severed from the remaining terms, conditions and provisions, which will continue to be valid and enforceable to the fullest extent permitted by law.
10.5 Governing Law. This Agreement will be interpreted and construed in accordance with the laws of the State of Tennessee and the United States of America, without regard to conflict of law principles. All disputes arising out of this Agreement will be subject to the exclusive jurisdiction of the state and federal courts located in Nashville, Tennessee, and each Party hereby consents to the personal jurisdiction thereof.
10.6 Integration. This Agreement contains the entire agreement of the Parties with respect to the subject matter of this Agreement and supersedes all previous communications, representations, understandings and agreements, either oral or written, between the Parties with respect to said subject matter. This Agreement may not be amended, except by a writing signed by both Parties.
10.7 Counterparts. This Agreement and any addenda hereto may be executed in two (2) or more counterparts, each of which will be considered an original, but all of which together will constitute one and the same instrument. The exchange of a fully executed Agreement (in counterparts or otherwise) by email or fax shall be sufficient to bind the Parties to the terms and conditions of this Agreement.
IN WITNESS WHEREOF, the Parties have caused this Agreement to be signed by their duly authorized representatives.7.2 By Store Partner. Store Partner will defend Bounce against or, at Store Partner’s option, settle any third party claim, action, or proceedings brought against Bounce to the extent that such claims allege facts that would constitute a breach of Store Partner’s warranties under Section 6.1, and Store Partner will indemnify Bounce against all damages, liabilities, costs, and expenses awarded by a court of competent jurisdiction with respect to such claims or agreed to by Store Partner in settlement of such claims.