BY CLICKING THE "AGREE" BUTTON, OR DOWNLOADING, INSTALLING, OR USING THE PACKED UP PLATFORMS, YOU (A) ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THIS AGREEMENT; (B) REPRESENT THAT YOU ARE 18 YEARS OF AGE OR OLDER/OF LEGAL AGE TO ENTER INTO A BINDING AGREEMENT; AND (C) ACCEPT THIS AGREEMENT AND AGREE THAT YOU ARE LEGALLY BOUND BY ITS TERMS. THIS AGREEMENT GOVERNS your access to and/or use of Packed Up’s services or the services of any of Packed Up’s subsidiaries or affiliates, including, but not limited to, your use of Packed Up’s website at https://Packed Up.com (the “Website”) and any other online areas owned or operated by Packed Up, its mobile application(s) (the “Packed Up App”), AND its software (collectively, the “Packed Up Platforms”), as well as any order that you might place through the Packed Up Platforms. IF YOU DO NOT AGREE TO THESE TERMS, DO NOT CLICK “AGREE” OR DOWNLOAD/ INSTALL/USE THE APPLICATION AND DELETE IT FROM YOUR MOBILE DEVICE.
1. License Grant. Subject to the terms of this Agreement, Company grants you a limited, non-exclusive, and nontransferable license to:
(a) download, install, and use the Packed Up App for your personal, non- commercial use on a single mobile device owned or otherwise controlled by you ("Mobile Device") strictly in accordance with the Packed Up App's documentation; and
(c) access and use the Content and Services through the Packed Up Platforms.
2. License Restrictions. Licensee shall not:
(a) copy the Packed Up App, except as expressly permitted by this license;
(b) modify, translate, adapt, or otherwise create derivative works or improvements, whether or not patentable, of the Packed Up App;
(c) reverse engineer, disassemble, decompile, decode, or otherwise attempt to derive or gain access to the source code of the Packed Up App or any part thereof;
(d) remove, delete, alter, or obscure any trademarks or any copyright, trademark, patent, or other intellectual property or proprietary rights notices from the Packed Up App, including any copy thereof;
(e) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available the Packed Up App, or any features or functionality of the Packed Up App, to any third party for any reason, including by making the Packed Up App available on a network where it is capable of being accessed by more than one device at any time; or
(f) remove, disable, circumvent, or otherwise create or implement any workaround to any copy protection, rights management, or security features in or protecting the Packed Up App; or
3. Reservation of Rights. You acknowledge and agree that the Packed Up App is provided under license, and not sold, to you. You do not acquire any ownership interest in the Packed Up App under this Agreement, or any other rights thereto other than to use the Packed Up App in accordance with the license granted, and subject to all terms, conditions, and restrictions, under this Agreement. Company reserves and shall retain its entire right, title, and interest in and to the Packed Up App, including all copyrights, trademarks, and other intellectual property rights therein or relating thereto, except as expressly granted to you in this Agreement.
(a) Purpose of Packed Up Platforms: You, the end user, understand that, for a fee, the Packed Up Platforms and your use thereof is meant to facilitate the entry of an Agreement between you and Packed Up which will provide the Packed Up Services as defined in this Section. Packed Up, Inc. is a registered moving broker, licensed in the State of Florida (Fla. Broker Lic. No.MB123). Packed Up is not licensed or registered as a Broker of Property or Broker of Household Goods under the Federal Motor Carrier Safety Administration. All pick=ups, storage, and redelivery will take place within the State of Florida, and Packed Up will not redeliver any of your property to an address outside of the State of Florida. If your goods need to be redelivered out of the State of Florida, Packed Up will provide you with reasonable assistance in independently engaging moving and transportation services. Through the use of the Packed Up Platforms, you appoint us as your agent to engage services on your behalf. We will broker moving services and arrange warehouse storage services for you with our contracted moving company and warehouse company affiliates for the pick-up, storage and re-delivery of your goods and personal property as set forth in this Agreement. Our contracted moving company will come to your location to pick up the goods for storage and will deliver those goods to our contracted storage company. You will pay us on a month to month basis by means of an authorized, automatic payment as further set forth below. This agreement shall continue on a month to month basis, which shall automatically renew month to month unless terminated in writing with notice to Packed Up Inc. at least thirty (30) days prior to the next monthly cycle. The services included with any fee paid by you will typically include transport from your location to the location of our contracted storage facility, retention of your items by at our contracted storage facility on a monthly basis, and transportation of your items from our contracted storage facility back to you at your current location, or any other location within the State of Florida at the conclusion of this Agreement. Depending on the services selected, Packed Up, in its sole discretion may charge a deposit to secure part or all of the services contemplated herein. By using this Packed Up Platforms and engaging our services, you authorize Packed Up to charge the financial account, debit card, or credit card entered into the Packed Up Platforms automatically on a monthly basis until your goods are redelivered to your location. You also represent that you have authority to use the financial account, debit card, or credit card, entered to make use of the services to be provided by use of the Packed Up Platforms. All License Fees and Support Fees are payable in advance in the manner set forth in the Order Form and are non-refundable, except as may be expressly set forth herein. Any renewal of the services or maintenance and support hereunder shall not be effective until the fees for such services have been paid in full.
(b) Your Obligations Upon Use: Should you decide to enter into an agreement to utilize the Packed Up services, you may not use Packed Up’s services to facilitate the transfer of any item, whether in a known or hidden fashion, that is not specifically permitted in the Packed Up Platforms terms and conditions. Further, it is your responsibility to ensure that, prior to transportation, certain items are treated, sanitized, or protected in the manner described in the Packed Up Platforms. You may not use the Packed Up Platforms for any items you have no legal rights to and may only use same for your own personal items to which no one else has a claim or interest. By using the Packed Up Platforms for any particular item, you are representing that such item belongs to you and you have all legal rights to same.
(c) Transport Obligations: It is your responsibility to ensure that your items are available for transport in the manner described in Packed Up’s Order Form. All residences, property, walkways, or other areas in which transportation personnel are expected to use to effectuate the services contemplated herein must be secure, clean, and kept in a safe fashion. It is your responsibility to ensure all items, premises, and areas of access are kept in a manner that will prevent injury of any nature to any transportation personnel.
(d) Non Assignment: You may not assign any portion of the benefits or rights/obligations under this agreement to any other party without Packed Up’s express and written consent.
(e) Insurable Interest: By clicking “I agree,” user acknowledges, and understands that Company has an interest in the subject items that are subject to the services contemplated in this Agreement and that, in return for a financial benefits from the preservation of such items, Company would sustain a pecuniary loss in the destruction or impairment of the items transferred by contemplation of this Agreement. As such, User grants, acknowledges, and understands an insurable interest by the Company in the items contemplated to be transferred to Company, as part owner, for the items contemplated by the services herein.
(f) Additional Conditions: By using the Packed Up Platforms and/or requesting Services, you agree that (1) you will only use the Packed Up Platforms and/or request Services for lawful purposes; (2) you will not use the Packed Up Platforms and/or request Services for sending or storing any unlawful material or for fraudulent purposes; (3) you will not use the Packed Up Platforms and/or request Services to cause nuisance, annoyance, or inconvenience; (4) you will not impair the proper operation of the network; (5) you will not try to harm Packed Up or the Packed Up Platforms and/or impair the performance of the Services in any way whatsoever; (6) you will not copy or distribute the Packed Up Platforms or other content without written permission from Packed Up; (7) you will only use the Packed Up Platforms and/or request Services for your own use and, if applicable, will not resell your order for Services to a third party; and (8) you will provide Packed Up and/or the Third Party Providers with whatever proof of identity they may reasonably request.
(g) Refusal of Service: You acknowledge and understand that, notwithstanding anything herein to the contrary, Packed Up has, and shall at all times retain, the right to refuse or cancel an order for Services at any time for any reason. The circumstances that may warrant a refusal or cancellation of Services, include, but are not limited to, the following circumstances: evictions, prohibited property, dangerous, hazardous, or unsanitary conditions, Inclement weather, or our contracted moving company’s ability to access to property or the goods to be picked up.
Unless otherwise provided herein, if your order is canceled or rescheduled based on the foregoing Terms or any other Term in this agreement, you will be subject to all applicable cancellation or rescheduling fees.
6. Geographic Restrictions. The Content and Services are based in the state of Florida in the United States and provided for access and use only by persons located in the State of Florida and the United States. You acknowledge that you may not be able to access all or some of the Content and Services outside of the United States and that access thereto may not be legal by certain persons or in certain countries. If you access the Content and Services from outside the United States, you are responsible for compliance with local laws.
7. Updates. Company may from time to time in its sole discretion develop and provide Packed Up Platforms updates, which may include upgrades, bug fixes, patches, other error corrections, and/or new features (collectively, including related documentation, "Updates"). Updates may also modify or delete in their entirety certain features and functionality. You agree that Company has no obligation to provide any Updates or to continue to provide or enable any particular features or functionality. Based on your Mobile Device settings, when your Mobile Device is connected to the internet either:
(a) Updates; or the Application will automatically download and install all available
(b) you may receive notice of or be prompted to download and install available Updates.
You shall promptly download and install all Updates and acknowledge and agree that the Application or portions thereof may not properly operate should you fail to do so. You further agree that all Updates will be deemed part of the Application and be subject to all terms and conditions of this Agreement.
8. Third-Party Materials. The Application may display, include, or make available third-party content (including data, information, applications, and other products, services, and/or materials) or provide links to third-party websites or services, including through third- party advertising ("Third-Party Materials"). You acknowledge and agree that Company is not responsible for Third-Party Materials, including their accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality, or any other aspect thereof. Company does not assume and will not have any liability or responsibility to you or any other person or entity for any Third-Party Materials. Third-Party Materials and links thereto are provided solely as a convenience to you, and you access and use them entirely at your own risk and subject to such third parties' terms and conditions.
9. Term and Termination.
(a) The term of Agreement commences when you download/install the Packed Up Platforms and will continue in effect until terminated by you or Company as set forth in this Section 9.
(b) You may terminate this Agreement by deleting the Application and all copies thereof from your Mobile Device AND by paying all amounts due to Packed Up and taking receipt of your remaining items that were stored through Packed Up’s services.
(c) Company may terminate this Agreement at any time without notice if it ceases to support the Packed Up Platforms, which Company may do in its sole discretion. In addition, except for your unperformed payment and possessory obligations as it relates to the items stored through Packed Up’s Services, this Agreement will terminate immediately and automatically without any notice if you violate any of the terms and conditions of this Agreement.
(d) Upon termination:
(i) all rights granted to you under this Agreement will also terminate; and
(ii) you must cease all use of the Application and delete all copies of the Application from your Mobile Device and account.
(e) Termination will not limit any of Company's rights or remedies at law or in equity. Termination does not terminate your obligations to make payment or take possession of any items previously held by Packed Up’s contracted storage provider. Failure to take possession of items will allow Company to dispose of same in the manner set out in its Termination Policy available at https://www.packedup.com/
10. Disclaimer of Warranties. THE PACKED UP PLATFORMS IS PROVIDED TO LICENSEE "AS IS" AND WITH ALL FAULTS AND DEFECTS WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, COMPANY, ON ITS OWN BEHALF AND ON BEHALF OF ITS AFFILIATES AND ITS AND THEIR RESPECTIVE LICENSORS AND SERVICE PROVIDERS, EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO THE PACKED UP PLATFORMS, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND WARRANTIES THAT MAY ARISE OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE, OR TRADE PRACTICE. WITHOUT LIMITATION TO THE FOREGOING, COMPANY PROVIDES NO WARRANTY OR UNDERTAKING, AND MAKES NO REPRESENTATION OF ANY KIND THAT THE PACKED UP PLATFORMS WILL MEET YOUR REQUIREMENTS, ACHIEVE ANY INTENDED RESULTS, BE COMPATIBLE, OR WORK WITH ANY OTHER SOFTWARE, PACKED UP PLATFORMSS, SYSTEMS, OR SERVICES, OPERATE WITHOUT INTERRUPTION, MEET ANY PERFORMANCE OR RELIABILITY STANDARDS OR BE ERROR-FREE, OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF OR LIMITATIONS ON IMPLIED WARRANTIES OR THE LIMITATIONS ON THE APPLICABLE STATUTORY RIGHTS OF A CONSUMER, SO SOME OR ALL OF THE ABOVE EXCLUSIONS AND LIMITATIONS MAY NOT APPLY TO YOU.
11. Limitation of Liability. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL COMPANY OR ITS AFFILIATES, OR ANY OF ITS OR THEIR RESPECTIVE LICENSORS OR SERVICE PROVIDERS, HAVE ANY LIABILITY ARISING FROM OR RELATED TO YOUR USE OF OR INABILITY TO USE THE PACKED UP PLATFORMS OR THE CONTENT AND SERVICES FOR:
(a) PERSONAL INJURY, PROPERTY DAMAGE, LOST PROFITS, COST OF SUBSTITUTE GOODS OR SERVICES, LOSS OF DATA, LOSS OF GOODWILL, BUSINESS INTERRUPTION, COMPUTER FAILURE OR MALFUNCTION, OR ANY OTHER CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES.
(b) DIRECT DAMAGES IN AMOUNTS THAT IN THE AGGREGATE EXCEED THE AMOUNT ACTUALLY PAID BY YOU FOR THE PACKED UP PLATFORMS.
THE FOREGOING LIMITATIONS WILL APPLY WHETHER SUCH DAMAGES ARISE OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE AND REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE OR COMPANY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW CERTAIN LIMITATIONS OF LIABILITY SO SOME OR ALL OF THE ABOVE LIMITATIONS OF LIABILITY MAY NOT APPLY TO YOU.
IN NO CASE WILL PACKED UP BE LIABLE TO YOU FOR ANY AMOUNT FOR ANY DAMAGES IN EXCESS OF THE AGGREGATE AMOUNT THAT YOU HAVE PAID PACKED UP FOR SERVICES CONTRACTED THROUGH THIS AGREEMENT.
12. Indemnification. You agree to indemnify, defend, and hold harmless Company and its officers, directors, employees, agents, affiliates, successors, and assigns from and against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys' fees, arising from or relating to your use or misuse of the Packed Up Platforms or your breach of this Agreement, including but not limited to the content you submit or make available through the Packed Up Platforms.
13. Dispute Resolution. Any dispute between you and Packed Up, whether arising from the Packed Up Platforms, the Packed Up Services, or any of our subcontractors shall be resolved exclusive through binding arbitration, conducted by an arbitrator pursuant to the rules of the American Arbitration Association, sitting in Orlando, Florida. The Arbitrators decision shall be binding on you and on Packed Up, and shall not be subject to judicial Review
14. Export Regulation. The Application may be subject to US export control laws, including the US Export Administration Act and its associated regulations. You shall not, directly or indirectly, export, re-export, or release the Application to, or make the Application accessible from, any jurisdiction or country to which export, re-export, or release is prohibited by law, rule, or regulation. You shall comply with all applicable federal laws, regulations, and rules, and complete all required undertakings (including obtaining any necessary export license or other governmental approval), prior to exporting, re-exporting, releasing, or otherwise making the Application available outside the US.
15. Severability. If any provision of this Agreement is illegal or unenforceable under applicable law, the remainder of the provision will be amended to achieve as closely as possible the effect of the original term and all other provisions of this Agreement will continue in full force and effect.
16. Governing Law. This Agreement is governed by and construed in accordance with the internal laws of the State of Florida without giving effect to any choice or conflict of law provision or rule. Any legal suit, action, or proceeding arising out of or related to this Agreement or the Application shall be instituted exclusively in the federal courts of the United States or the courts of the State of Florida in each case located in Orlando and Orange County. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.
18. Non-Assignment. Licensee shall not assign or otherwise transfer any of its rights, or delegate or otherwise transfer any of its obligations or performance, under this Agreement, in each case whether voluntarily, involuntarily, by operation of law or otherwise, without Licensor's prior written consent, which consent Licensor may give or withhold in its sole discretion. [For purposes of the preceding sentence, and without limiting its generality, any merger, consolidation, or reorganization involving Licensee (regardless of whether Licensee is a surviving or disappearing entity) will be deemed to be a transfer of rights, obligations, or performance under this Agreement for which Licensor's prior written consent is required.] No delegation or other transfer will relieve Licensee of any of its obligations or performance under this Agreement. Any purported assignment, delegation, or transfer in violation of this Section is void. Licensor may freely assign or otherwise transfer all or any of its rights, or delegate or otherwise transfer all or any of its obligations or performance, under this Agreement without Licensee's consent. This Agreement is binding upon and inures to the benefit of the parties hereto and their respective permitted successors and assigns.
19. Waiver. No failure to exercise, and no delay in exercising, on the part of either party, any right or any power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right or power hereunder preclude further exercise of that or any other right hereunder. In the event of a conflict between this Agreement and any applicable purchase or other terms, the terms of this Agreement shall govern.
20. Supplemental Terms. Supplemental terms may apply to certain Services requested by you. If supplemental terms apply to your request for Services, such supplemental terms will be disclosed to you in a separate disclosure or in connection with, but prior to, the performance of the applicable Services by our contracted moving or storage companies, or any other third-party service providers. Supplemental terms are in addition to, and shall be deemed a part of, these Terms for the purposes of the applicable services. In the event of a conflict between any supplemental terms and these Terms, the supplemental terms shall prevail but only with respect to the services to which the supplemental terms apply.