Premier Parcel Terms of Service

Last Updated: April 6, 2022

1. Description of Services

Premier Parcel (Corners), LLC (“Company“, “We“, or “Us“) is the provider of parcel lockers (“Parcel Lockers“) installed at 20190 Lower Union Street, Brookfield, Wisconsin 53045 (the “Parcel Locker Location“). The Parcel Lockers allow delivery services and carriers (each a “Carrier”) easy access to drop-off parcels or packages (“Parcels“) in software-controlled lockers or designated areas, so that you (“Customer” or “You“), or individuals, clients, employers, employees or other individuals or entities authorized by You, can pick up Parcels twenty-four hours per day. Company maintains and operates the Parcel Lockers and Parcel Locker Location and provides You with online services to access the Parcel Lockers under the terms set forth herein (the “Services”). You may also use certain third-party mobile device applications provided by Company’s authorized technology partners (each a “Technology Partner”) to manage and access the Services. For the purposes of this agreement, Services shall include (a) temporary storage of Parcels once delivered by a carrier (the “Shipment“; (b) video monitoring services of the Parcel Lockers and Parcel Locker Location; and (c) electronic email, text, and/or telephone notifications that the Parcel has arrived and reminders for you to retrieve your Parcel.

2. Acceptance of Terms of Service

(a) The following terms of service (“Terms of Service”) constitute a legally binding agreement between You and Company and its affiliates and subsidiaries. The Services are offered to You on the sole condition of Your acceptance without modification of all terms set forth in these Terms of Services, Website Privacy Policy and Surveillance Policy as may be amended by Company from time to time. If You are entering into these Terms of Services on behalf of a company, business, or other legal entity, You represent that You have the authority to bind such entity and its affiliates to these Terms of Service. If You do not have such authority, or if You do not agree with these Terms of Services, You cannot accept the Terms of Service on behalf of such entity, and You are not authorized to use the Services. These Terms of Services supersede any prior agreements between You and Company regarding the Services.

(b) If you are dissatisfied with any portion of the Services, the Parcel Lockers or Parcel Locker Locations, made available through the Services, or with any of these Terms and Conditions of use, your sole and exclusive remedy is to cease using the Services.

(c) Company may, in its sole discretion, suspend or terminate Your Membership Account and Your ability to use the Services or any portion thereof for failure to comply with these Terms of Use or any policies or terms referenced herein. Company shall not be liable to you, or for any loss of any Parcel received by Company as a result of the termination, cancellation or expiration of your Membership Account.

3. Modification to Terms of Service

Company may change or otherwise modify the Terms of Service, and/or the Services at any time in its sole discretion; and such changes and modifications shall become effective immediately upon notice to you. You understand and agree that Your continued access or use of the Services after such change or modification constitutes Your acceptance of the changed or modified Terms of Service. If you do not agree with changes and modifications made to the Terms of Services, You may cancel your Membership Account (as defined below) and cease using the Services.

4. Third Party Content and Links

Use of the Services may require you to agree to certain terms and conditions of third-party service providers, including but not limited to Technology Partner, credit card payment service providers, and the terms and conditions of the delivery company and or carriers delivering your Parcel. Company is not responsible for the services offered by any third party even if that third party provides services that are included with the Services or required for use of the Services. Company makes no representations or warranties with regard to the products, services, or content of any such third parties.

5. Authorized Use of the Services, Parcel Lockers and Parcel Locker Location

You may use the Services, Parcel Lockers, and Parcel Locker Location only for your own personal use or for use in connection with a business that has purchased a business account. Except as expressly set forth in these Terms of Service, separate business account agreement, or as otherwise agreed in writing, You may not (a) operate a business using the Services, Parcel Lockers, and Parcel Locker Location; (b) rent out the Services, Parcel Lockers and Parcel Locker Location to any third party; or (c) use the Services, Parcel Lockers, and Parcel Locker Location in any manner as part of the operation of a service bureau.

6. Membership Account Information

(a) The Services require You to create an account (“Membership Account”). When you set up your Membership Account, You agree to provide and maintain, true, accurate, current and complete information about Yourself, and, if You are entering into these terms of a company, business, or other legal entity, You agree to provide and maintain, true, accurate, current and complete information about such entity (“Membership Account Information”). You will also receive an email asking you to verify your Membership Account with the Company and also with Company’s service provider Parcel Pending. To maintain an active Membership Account, you must provide an active and valid credit card with your Membership Account Information. Your credit card information is not stored by Company, but rather is stored by Company’s credit card processing service provider. Failure to provide or maintain an active and valid credit card may result in the suspension and/or termination of your Membership Account. Your Membership Account will not become active until you have responded to the verification email sent to the email address provided when you set up your Membership Account.

(b) Company’s collection and processing of Membership Account Information, registration data, and certain other information about You are governed by our privacy policy (“Privacy Policy”) which is available at www.improperties.co.uk/privacy-notice. Any information You provide to Us will be used in accordance with our Privacy Policy. We do not sell, rent or disclose personal information to third parties without Your consent or contrary to the Privacy Policy. If You do not agree to all provisions of the Website Privacy Policy, You are not authorized to use the Services.

(c) Company uses Your Membership Account to provide the Services to You, including but not limited to instructions on how to utilize the Services, notifications of Shipments, access codes to enter the Parcel Locker Location and retrieve Parcels from Parcel Lockers or other designated areas in the Parcel Locker Location. A portion of the Services are provided by third-party technology partners, including Parcel Pending. When you set up a Membership Account with Company, you will also receive access to technology provided by Parcel Pending, which includes an online dashboard accessed through Company’s website and an optional Parcel Pending mobile device software application available on the App Store and Google Play.

(d) Company also uses closed-circuit television surveillance to monitor the security of and provide information regarding Parcels, Parcel Lockers, and the Parcel Locker Location. A copy of Company’s CCTV and Other Surveillance Systems Policies is available at IM Properties (“Surveillance Terms of Service“). If You do not agree to all provisions of the Surveillance Terms of Service, You are not authorized to use the Services.

(e) Access to, and use of, Your Membership Account is restricted to You and up to three individuals who share the same physical address that you have designated in our Membership Account (each an “Authorized User”). Authorized Users must comply with these Terms of Services. If an Authorized User does not comply with the Terms of Services, Company may suspend or terminate your Membership Account. Company may update the qualifications for Authorized Users or update the number of Authorized Users permitted for each Membership from time to time, in its sole discretion.

(f) Accessing and using the Services requires the use of a user name and password (“Login Credentials”).  You are solely responsible for maintaining the confidentiality of your Login Credentials; and You are responsible for any use of your Login Credentials by individuals to whom you disclose your Login Credentials. Company is not liable for the misuse or theft of Your Login Credentials, the disclosure of Login Credentials (whether intentional or by accident), or Your authorization of Authorized Users access and use the Services using your Login Credentials. You shall immediately notify Company of any unauthorized use of your username or password and any breach of confidentiality.

(g) Company shall have the right to disable any login and/or password at any time, if in its opinion You, or anyone using your Login Credentials, fail to comply with any of the provisions of these Terms of Use or if We believe (without the duty to investigate) that an unauthorized third party is attempting to access the Services using your Login Credentials. Company’s right to suspend or disable access to the Services does not create an affirmative duty on the part of Company to monitor who is accessing or attempting to access the Services and Company shall not be liable for any unauthorized access of the Services using your Login Credentials unless such authorized access is based solely on Company’s own negligence or willful action.

7. Access to the Parcel Locker Location, Parcel Lockers and Services

(a) Company will use reasonable efforts to provide You with access to the Parcel Locker Location and Parcel Lockers twenty-four hours per day, seven days per week. However, Company and its service providers periodically schedules system downtime for maintenance and other purposes and the Services may be unavailable due to unplanned system outages or circumstances outside of Company’s control. Company shall have no liability to You or any third party whatsoever for the resulting unavailability of the Services or any portion of the Services, Parcel Lockers or Parcel Locker Location; or for any loss of data, shipments, or transactions caused by planned or unplanned system outages or the resultant delay, misdelivery, or non-delivery of Parcel’s caused by such downtime or outages.

(b) You also acknowledge and agree that Your use of the Services may be interrupted or dependent upon the availability of reliable internet service and that Company is not responsible or liable for any delays, interruptions, inconveniences, or inability to use the Services or access the Parcel Locker Location and/or Parcel Lockers arising from circumstances beyond its control, such as Your access to the internet.

(c) Only individuals who possess a valid Parcel Locker Access Code may enter the Parcel Locker Location and retrieve Parcels from Parcel Lockers or other areas of the Parcel Locker Location. An individual’s possession of a valid Parcel Locker Access Code shall be considered valid evidence that such individual is authorized to remove any contents from Parcel Locker.

(d) You may authorize third parties to use your Parcel Locker Access Code to retrieve Parcels on your behalf. In the event of death or incapacity of Customer, Company will require the appropriate documents from the Probate Court, the executor of the estate, the trustee, or other similar person or entity before releasing mail or packages to a requesting party. Company shall have no obligation to grant access to a Parcel Locker to Your next of kin or any individual other than an Authorized User.

8. Carriers

The Services are not limited to any particular carrier or delivery services. However, you are solely responsible for arranging for Parcels to be delivered to the Parcel Locker Location and placed in a Parcel Locker. Company is not responsible for the failure of any carrier to deliver a Parcel or utilize the Services. Company may decline to accept or provide access to the Parcel Lockers or Parcel Locker Location to any Carrier or third party seeking to access the Parcel Lockers or Parcel Locker Location in its sole and absolute discretion.

9. Use of Parcel Lockers and Services

(a) You agree that You will not use the Parcel Locker Location, Parcel Lockers, or any Services for any unlawful, illegitimate, or fraudulent purpose, or for any purpose prohibited by the particular Carrier delivering your Parcel. You further agree that any use of the Parcel Locker Location, Parcel Lockers or Services shall be in conformity with this Agreement and all applicable federal, state, and local laws.

(b) Each Carrier has its own restrictions on what it may or may not transport. You agree to abide by the terms and conditions of the applicable Carrier used to transport your Parcel. Notwithstanding the terms and conditions of any Carrier, you are prohibited from having delivered to any Parcel Locker Location or Parcel Locker products that are hazardous, unlawful to possess under applicable state, county or local laws, or products that may pose or create a safety risk to any person, the Parcel Locker Location or a Parcel Locker (“Prohibited Products”). If Company believes that a Parcel may be hazardous or unlawful, Company shall have the absolute and unrestricted right to remove, or have removed by appropriate law enforcement agency, the Parcel. Company shall not be liable to You for any loss, damage, or destruction of any Parcel, or its contents, that Company believes violates these Terms of Service.

(c) You shall not (and shall not assist another person to): (i) cause any type of damage to the Parcel Locker or Parcel Locker Location; (ii) use the Services in any manner that interferes with, or disrupts, the integrity or performance of the Services or its components or otherwise violates our Terms of Service; (iii) modify, adapt or hack the Services to, or otherwise attempt to gain unauthorized access to the Services; or (iv) impersonate any person or entity, or falsely state or otherwise misrepresent Your affiliation with a person or entity.

(d) Company reserves the right to at its sole discretion refuse, hold or return to sender, any Shipment or Parcel when, in the sole judgment of Company, the Shipment or Parcel may not comply with the terms of this agreement, is undeliverable, is unfit for shipment, could be easily damaged, and/or is a prohibited item as described in these Terms and Conditions, the Shipment would restrict or inhibit any other person from using or enjoying the Services, or which may expose Company, a Carrier, or Company users to any harm or liability of any type. Company shall have the right to access a Parcel Locker at any time without prior notice to You to ensure compliance with these Terms of Services and/or for the purposes of maintenance, upkeep, repairs, security, safety, compliance with law or similar purposes.

10. Parcel Services Updates and Parcel Locker Access

(a) You understand and agree that Company and/or its Technology Partners, will provide push notifications to You about Shipments, Parcel Lockers, the Parcel Locker Location, and Services to you via your Membership Account. Once a Shipment is received, you will receive a notification (the “Notification”) indicating which Parcel Locker your Parcel is in (or that your Parcel is in the oversized package area of the Parcel Locker Location). You will receive a maximum of three (3) Notifications using the Notification method(s) You designate in your Membership Account. You will have three (3) days to retrieve the Parcel from the first notification. To retrieve a Parcel, simply scan the access code generated by the Parcel App at the appropriate row of Parcel Lockers. Scanning the access code will open the Parcel Locker and allow you to retrieve your Parcel. Notifications may be received by phone, text message, and/or email depending on the Notification settings you designate in your Membership Account. You may retrieve the Parcel from the assigned Parcel Locker 24/7 subject to the terms and conditions set forth herein.

(b) Shipments that do not fit into Parcel Lockers will be placed in an oversized parcel room. Access to the oversized parcel room is digitally controlled and the space is monitored by Closed Circuit TV. Information about available sizes of Parcel Lockers is located on the Company’s website and is subject to change. You acknowledge that Your oversized parcels may be co-mingled with other members Oversized parcels and you warrant and represent that you will only accept delivery and remove packages addressed to and intended for You. You further acknowledge that removing any package from any Parcel Locker or the oversized parcel area without permission from the intended recipient is a violation of these terms and conditions and the law. Company shall have the right to provide evidence of theft, tampering, or vandalism of any package, Parcel Locker, or Parcel Locker Location to law enforcement and otherwise cooperate with law enforcement to prosecute any criminal activity.

(c) Unless you have activated “vacation” mode on your Account Membership, Shipments not retrieved within three (3) days of Notification will be subject to a storage fee of $3.00 per day per package up to a maximum of thirty (30) days (or seven (7) days for refrigerated Parcel Lockers), which must be paid before You receive the package. If You do not retrieve Your Parcel within thirty (30) days (or seven (7) days for refrigerated Parcel Lockers), Company shall have the right to return the Parcel to the sender or dispose of the Shipment in its sole discretion. You will be responsible for any postage or other fees associated with returning the package. You hereby authorize Company to return a package to the shipper or dispose of the Parcel at any time after thirty (30) days (or seven (7) days for refrigerated Parcel Lockers) and you acknowledge that Company shall not be liable for any loss of any Parcel or the contents of any Parcel that is not retrieved within the above time period and either returned or destroyed by Company.

11. Payment and Billing

(a) When you initially set up your Membership Account you will select a subscription plan and be asked to provide complete and accurate payment information in the form of a credit card. Once your Membership Account has been set-up you will be billed according to the particular subscription plan you have selected.

(b) If you selected to pre-pay your subscription, the full amount of the subscription will be due immediately and again on the renewal of the creation date of Your Membership Account.

(c) If you selected to pay on a monthly basis, you will be charged the applicable monthly service fees on a monthly basis.

(d) You may change your monthly subscription plan, or add other features to your subscription plan, at any time by visiting your Membership Account. If you cancel all or a portion of your subscription plan, the changes to that plan will take effect during the next billing cycle and you will be responsible for the full amount of the previous subscription plan and features until the new billing cycle begins. YOU WILL NOT BE ENTITLED TO RECEIVE ANY REFUND OR CREDIT for charges incurred during any billing cycle, including late fees, regardless of how much time is remaining in your Subscription. You will be able to continue to use the Services after cancellation for the remaining period of subscription plan. Except when your Membership Account is terminated due to a violation of these Terms of Services, You may continue to access the Services through the remaining period of your billing cycle and Hold Period as described in 11(i) below.

(e) Service fees may include sales and other taxes that Company is required by law to collect from you.

(f) You agree that Company may withhold Parcels, suspend your Membership Account, and/or Access Codes for Parcel Lockers from You pending payment.

(g) Company reserves the right to modify its subscription fees at any time. Any price increase will become effective thirty (30) days after you are notified of any such price change. Company will notify You of the price change using the Notification method you designate in your Membership Account.

(h) If payment of your subscription is past due and not renewed at the time of the Delivery (due to the absence of a payment method in Your Membership Account Information or the failure to process the payment on Your credit card at the time of delivery), You will receive a Notification of non-payment and we will proceed to hold the Shipment for up to three (3) days following such notification (the “Hold Period”). At the expiry of the Hold Period, we will return the Shipment to the sender or the Courier, as per the policy of the Courier. During the Hold Period, You will not be able to retrieve the parcel from the Parcel Locker.

12. Notifications

You consent to receive electronic Notifications from Company by the method(s) selected in your Membership Account (email, text, and/or telephone). Such Notifications shall be considered to be received, read and understood by You within 24 hours of the time it is emailed to the email address associated with Your Membership, texted to Your mobile phone number associated with Your Membership, or you receive a telephone notification. If You wish to change how you receive Notifications, or if you wish to no longer receive Notifications, you must change your Notification methods in your Membership Account. Company is not liable for lost, delayed, or destroyed Parcels caused by your failure to manage your Notification settings in your Membership Account or settings on your mobile device that may cause you to not receive Notifications or delay the receipt of Notifications. You may opt-out of receiving Notifications related to solicitations of new features or other marketing-related Notifications. However, you will continue to receive Notifications related to Shipments, billing and the Services.

13. Termination

You agree that Company may terminate or cancel Your Membership Account at any time for any reason in its sole discretion, including but not limited to discontinuing the Services, or any portion of the Services. You will be entitled to receive a pro-rata refund if Company discontinues the Services entirely. You will not be entitled to receive any refund or credit if Company terminates or suspends your Membership Account for good cause. Good cause shall include, but is not limited to: (a) Your failure to retrieve any item from a Parcel Locker within period stated in these Terms of Service; (b) Your use of a Parcel Locker for unlawful, illegitimate, or fraudulent purposes, or in violation of these Terms of Service; (c) Your failure to pay amounts owed when due; or (d) offensive, abusive, or disruptive behavior towards other members, Company, Carriers or their employees. You acknowledge that, for the purpose of determining good cause for termination of this Agreement, the actions of any Authorized User will be attributed to You.

14. Parcel Processing After the Term of This Agreement

Upon expiration, cancellation, or termination of your Membership Account, you will have three (3) days to retrieve your Parcels. You agree not to have shipped any Shipment to the Parcel Locker Location after the date of expiration, cancellation, or termination of your Membership Account. Company is not responsible for any Parcels received after three (3) days of expiration, cancellation, or termination of your Membership Account. You authorize Company to accept and destroy any “Unsolicited Mail” (e.g., mail addressed to “occupant,” “current resident,” or similar designation; or coupons, advertising, or other promotional material). After the expiration, cancellation, or termination of this Agreement, Company may: (a) refuse any mail or package addressed to You and delivered to a Parcel Locker Location; and (b) destroy any of Your mail, Parcels, or Stored Items remaining at the Parcel Locker Location at such time.

15. Collection and Aggregation of Data

By using the Services, you authorize Company to collect and aggregate data related to the Services (“Aggregated Data”). You expressly acknowledge that Company shall own the Aggregated Data and shall have the right to use this Aggregated Data to improve the functions and features of the Services.

16. Parcel Pending App Software

As part of the Services, You may download and use a mobile device application (the “Parcel App”) provided by Parcel Pending (or such other Technology Provider). Company is not responsible for any error, omission, interruption, deletion, delay, defect, delay in operation or transmission of Notifications, or unauthorized access to the Services through the Parcel App. Company is not responsible for any problems or technical malfunctions of any internet service provider, cellular data service provider, mobile device equipment, third party software, failure of any e-mail to be received by You or Company on account of technical problems or traffic congestion on the internet, or any combination thereof, including any injury or damage to your mobile device related to downloading the Parcel App or using the Services through the Parcel App. Your use of the Parcel App is subject to the terms and conditions of Parcel Pending (or such other Technology Provider).

17. Disclaimer of Representations and Warranties

(a) As Is. Company endeavors to provide the Services in accordance with these Terms of Service. You acknowledge that the Services are provided on an “as is” basis. Company expressly disclaims all warranties of any kind, whether express or implied, including, but not limited to, the implied warranties of merchantability, fitness for a particular purpose and non-infringement for the Services. The use of the Services shall be at Your own risk.

(b) As Available. You further acknowledge that the Services are provided on an “as available” basis and there are a limited number of Parcel Lockers available at the Parcel Locker Location. You recognize that from time to time there may be a high number of Shipments delivered to the Parcel Locker Location such that Delivery cannot happen as the Parcel Locker Location has run out of available Parcel Lockers. In such cases, Company will not be responsible for the Shipment and it will be up to the Carrier to determine how it may alternatively deliver the Shipment to You.

(c) No Continuous Access. Company does not guarantee continuous, uninterrupted or secure access to the Services, Parcel Locker Location or Parcel Lockers. Operation of the Services may be interfered with by numerous factors outside of our control. Company will make reasonable efforts to minimize disruption but makes no representations or warranties regarding the amount of time needed.

18. Limitations of Liability

(a) Third-party Liability. By accepting the Terms of Service, You acknowledge and agree that we do not assume any liability whatsoever for acts, errors, or omissions (including, without limitation, any negligence or willful misconduct) of any third-party service providers.

(b) Waiver of Consequential Damages and Limitation of Liability. In no event shall Company be liable for any indirect, incidental, special or consequential damages, or damages for loss or damage of Shipments or Parcels, loss of profits, revenue, data or use, incurred by You or any third party, whether in an action in contract or tort, arising from Your access to, or use of, the Services, Parcel Lockers, or Parcel Locker Location.

(c) Declaration and Accurate Information. You are responsible to provide complete and accurate information and shall be responsible for any error, damage, expense, or consequence resulting from wrong or incomplete information provided to Us. You shall further indemnify Company for and hold Company harmless from any loss or expense resulting from the wrong information provided by You. Company shall not be liable for the accuracy and truthfulness of the information provided by You.

(d) Services Provided by Carriers. In no circumstances will Company be liable for any Services provided by any Carrier. Company is not liable for any damage, destruction, or loss of Shipment or Parcel(s), late delivery, and issues with the tracking, by the Carrier. Company is not liable for acts, errors, or omissions (including, without limitation, any negligence or willful misconduct) of any third-party service providers (including, without limitation, any delay, wrong, or missed pickup by the Carrier). Company is not responsible for any delayed delivery.

19. Limitation of Liability

UNDER NO CIRCUMSTANCES SHALL Company BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR ANY OTHER PECUNIARY LOSS ARISING OUT OF THE USE OF, OR INABILITY TO USE THE SERVICES (INCLUDING, WITHOUT LIMITATION, ANY LOSS OF PARCELS OR ITS CONTENT, COST OF PROCUREMENT OF SUBSTITUTE OR REPLACEMENT PARCELS OR THE CONTENTS OF ANY PARCEL, DISRUPTION OF BUSINESS, LOSS OF PROFITS, OR ANY OTHER MATTER RELATING TO YOUR USE OR INABILITY TO USE THE SERVICES OR ACCESS THE PARCEL LOCKER LOCATION OR PARCEL LOCKER, WHETHER ARISING UNDER THEORIES OF CONTRACT, NEGLIGENCE, STRICT LIABILITY, TORT, OR OTHER THEORY, REGARDLESS WHETHER LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. UNDER

YOU AGREE THAT THE TOTAL AMOUNT OF LIABILITY OF COMPANY, IF ANY, FOR ANY AND ALL CLAIMS ARISING OUT OF OR RELATED TO THIS AGREEMENT OR PERFORMANCE HEREUNDER SHALL NOT EXCEED $100.00 REGARDLESS OF THE NATURE OF THE CLAIM.

THE LIMITATIONS, EXCLUSIONS, AND DISCLAIMERS SET FORTH IN THIS SECTION SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EVEN IF ANY REMEDY FAILS ITS ESSENTIAL PURPOSE. Some states and jurisdictions do not allow exclusion or limitation of liability for consequential or incidental DAMAGES and so the above limits and exclusions may not apply to you or maybe limited by law.

20. Indemnification

You agree to protect, indemnify, defend, and hold harmless Company and its affiliates, subsidiaries, parent corporations, franchisees, officers, directors, agents, and employees from and against any and all losses, damages, expenses, claims, demands, liabilities, judgments, settlement amounts, costs, and causes of action of every type and character arising out of or in connection with the use of the Services, Parcel Lockers, and Parcel Locker Location, and/or Your violation of the Terms of Service.

21. Severability

If any provision of these Terms of Service is held invalid or unenforceable by a court of competent jurisdiction, such provision shall be modified to the extent necessary to make such provision valid and enforceable and the remaining provisions of these Terms of Service shall remain in effect and enforceable in accordance with their Terms of Service.

22. No Waiver

The failure of Company to exercise or enforce any right or provision of these Terms of Service shall not be a waiver of that right.

23. Assignment

You may not sublicense, resell, rent, lease, transfer, assign, timeshare (“Transfer”) any rights or obligations You have under this Agreement to a third party without Company’s prior written consent and any attempted Transfer without that consent will be void. Company reserves the right to transfer or assign this Agreement or any right or obligation under this Agreement at any time. Subject to the foregoing provisions of this Section, these Terms of Service shall be binding on and inure to the benefit of the parties’ successors and assigns.

24. Legal Fees and Costs

Company shall have the right to collect from You its reasonable costs and necessary disbursements and legal fees incurred to collect past due amounts owed through your use of the Services.

25. Force Majeure

Company shall not be liable for any delays or inability to perform the Services caused by forces beyond Company’s control including, without limitation, acts of God or acts of third-party Service providers including but not limited to carriers and postage systems. When goods are ordered out, in the case of acts of God, war, terrorism, public enemies, seizure under legal process, strikes, lockouts, riots, and civil commotions, or any reason beyond Company’s control, or because of loss or destruction of goods for which Company is not liable, or because of any other excuse provided by law, Company shall not be liable for failure to carry out such instructions. Company will provide notice via email in advance of any service interruption due to specific scheduled maintenance.

26. Governing Law

These Terms of Service shall be governed and construed in accordance with the laws of the state of Wisconsin. For the purposes of this Agreement, the parties hereto irrevocably attorn to the jurisdiction of the courts of the state of Wisconsin.

27. Arbitration; Waiver of Class Action

Any controversy or claim arising out of or relating to this Agreement shall be determined by binding arbitration before a single arbitrator, administered by American Arbitration Association in accordance with its Commercial Arbitration Rules. The place of arbitration shall be in Waukesha County, Wisconsin.  Judgment on any arbitration award may be entered by any court of competent jurisdiction. You further agree that: (a) any and all disputes that cannot be resolved between the parties, and causes of action arising out of or connected with the Services, shall be resolved individually, without resort to any form of class action; (b) the arbitrator may not consolidate proceedings of more than one Member’s claims and may not otherwise preside over any form of a representative or class proceeding; (c) Company agrees to pay all arbitration costs for non-frivolous claims brought by You; (d) for claims of $10,000 or less, You may choose whether the arbitration proceeds in person, by telephone, or based only on submissions; (e) You may as an individual claim in small claims court in lieu of arbitration; and (f) Company shall not be entitled to seek reimbursement for its attorneys’ fees in such arbitration or small-claims action. IN ANY SUCH DISPUTE, UNDER NO CIRCUMSTANCES SHALL YOU BE PERMITTED TO OBTAIN AWARDS FOR, AND HEREBY WAIVES ALL RIGHTS TO, PUNITIVE, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, INCLUDING REASONABLE ATTORNEY’S FEES, OTHER THAN ENTRANT’S ACTUAL OUT-OF-POCKET EXPENSES (I.E. COSTS ASSOCIATED WITH THESE TERMS OF SERVICES AND USE OF THE SERVICES). YOU FURTHER WAIVE ALL RIGHTS TO HAVE DAMAGES MULTIPLIED OR INCREASED.

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