Dropperz Delivery Addendum

Pac-Mid Technology Group, Inc. dba Droppz 
The Droppz Flexible Delivery Fulfillment Addendum (this “Dropperz Delivery Addendum”) is incorporated into the Agreement. All capitalized terms used and not defined herein shall have the meanings ascribed to them in the Sign-Up Sheet, in this Dropperz Delivery Addendum, or in the Terms of Service between the parties.
 
1.  PREAMBLE. Droppz (i) owns and operates the Droppz Platform that connects Vendors and Customers for Customers to place Orders for in network delivery fulfillment by Vendor (“Self-Delivery”), and (ii) provides certain website drafting, coding, integration, and implementation services and products related to Droppz provision of an online ordering platform for Vendors (“Storefront”). The “Vendor” listed above uses or will use Droppz Self-Delivery and/or Storefront products. In connection with Self-Delivery and/or Storefront, Vendor desires to have the option to use out of network Droppz delivery facilitations services for Order delivery by Dropperz for Orders originally placed for delivery by Vendor (“Flexible Delivery Fulfillment”).
 
2.  FLEXIBLE FULFILLMENT.
2.1. Flexible Delivery Fulfillment. Flexible Delivery Fulfillment allows the Vendor to designate Orders placed through Droppz Self-Delivery and/or Storefront products that are intended to be delivered by Vendor or Vendor personnel to instead be re-routed for delivery fulfillment through Droppz for delivery by Dropperz.
 
2.2. Eligibility. Vendor shall have the option to use Droppz Flexible Delivery Fulfillment product (i) for Self-Delivery of Orders placed through the Droppz Platform, and (ii) for Storefront Orders (A) if Vendor uses Self-Delivery for Orders placed through the Droppz Platform, or (B) if Vendor does not receive Orders through the Droppz Platform. Notwithstanding the foregoing, Droppz may later make available functionality that allows Vendor to toggle between self-delivery or Dropperz delivery for Storefront Orders even if Vendor uses Dropperz delivery for Orders placed on the Droppz Platform.
 
2.3. Droppz Responsibilities. If Vendor uses Flexible Delivery Fulfillment for any Order, Droppz will: (a) receive Order requests for Flexible Fulfillment from Vendor; (b) forward requests to Dropperz, so that Dropperz can pick up Vendor Product(s) from the designated Vendor Location to deliver to Customers; (c) if applicable, provide any Vendor Customer tips to Dropperz; and (d) update Vendor on the status of Orders.
 
2.4. Vendor Responsibilities. If Vendor uses Flexible Delivery Fulfillment, Vendor will: (a) as applicable, provide information required for Droppz to fulfil its obligations under this Dropperz Delivery Addendum (including the Vendor Customer’s address, contact information, and any special instructions required for delivery); (b) if Flexible Delivery Fulfillment is used for Storefront Orders, make all necessary notifications to Vendor Customers and collect any necessary consents required under applicable legislation which relates to the privacy or protection or processing of Personal Information from Vendor Customers to share their Personal Information (such as their telephone numbers and other personal contact information) with third party service providers such as Droppz (if a reference to third party service providers complies with Applicable Law; if not, a specific reference to Droppz) and for Droppz to use such Vendor Customer Personal Information to fulfil its obligations under this Flexible Fulfillment Addendum; and (c) use commercially reasonable efforts to ensure the Vendor Products are available for pick up at the quoted time. If Droppz provides status updates or delivery confirmations for Orders via text message or email confirmations, Vendor hereby consents to receiving text messages and email confirmations from Droppz in connection with each Order.
 
2.5. Refunds. The Fee for a Flexible Delivery Fulfillment Order cancelled after a Dropper has been dispatched is non-refundable. Vendor shall be responsible for Customer complaints and/or refunds in accordance with the terms of Vendor’s Self-Delivery and/or Storefront agreement with Droppz, as applicable.
 
3.  FEES.  Droppz shall receive a Flexible Delivery Fulfillment Fee in exchange for receiving the Flexible Fulfillment services. The Flexible Fulfillment Fee for Flexible Fulfillment Orders is set forth on the Rate Card, as applicable. The Flexible Fulfillment Fee will be in addition to, as applicable, the Self-Delivery Commission Rate or the Storefront payment processing fees charged to Vendor. Vendor acknowledges that Droppz is continuously analyzing the performance and evolution of the Flexible Delivery Fulfillment services and may find it necessary to adjust certain economic terms of the program from time to time to account for product changes. Accordingly, Vendor agrees that Droppz may update the Flexible Delivery Fulfillment Fee and/or the pricing structure of Flexible Delivery Fulfillment by providing Vendor with reasonable advance notice and the opportunity to opt out of Flexible Delivery Fulfillment prior to the effective date of such updates. Droppz will remit the cost of Flexible Delivery Fulfillment Orders fulfilled by Vendor each week following the week in which the Orders were fulfilled on a consistent day of this week. The exact day in this week is subject to change with no less than 10 days’ notice to Vendor by email or service notification. The amounts remitted will include (1) the pre-tax total of all Orders for the prior week (Monday-Sunday), plus (2) the Collected Taxes (as defined below) unless the parties agree to an alternative arrangement in writing, less (3) the aggregate Flexible Delivery Fulfillment Fee amount, agreed fees for marketing and promotional deals (if any), any error fees associated with Vendor’s incorrect preparation of Orders, Order Equipment fees (if any), and regulatory fees (if any) for such week. In the event of a change pertaining to independent contractors or the delivery of certain goods (or enforcement thereof) that increases costs for Droppz business, Droppz may, with 15 days’ written notice, pass through fees to Vendor generated directly as a result of such change in law in the affected jurisdiction(s) on Flexible Delivery Fulfillment Orders; provided that Vendor may terminate this Dropperz Delivery Addendum in part with respect to the affected jurisdiction by providing Droppz with 15 days’ written notice from the date of Droppz notice. Additionally, the Parties acknowledge and agree that Droppz will be passing through $2 per Flexible Fulfillment Order to Vendors with respect to Vendor’s stores in California, and Vendor agrees that this satisfies Droppz notice requirement set forth herein.
 
4.  Taxes. Droppz shall charge and collect from Customers the applicable value added, goods and services, state and local sales, use, or similar taxes for the Vendor Products sold on the Droppz Platform (“Collected Taxes”). In any jurisdiction where Droppz is required to remit Collected Taxes as a marketplace facilitator, Droppz will be responsible for remitting such taxes to the appropriate tax authorities. Any Collected Taxes that are not required to be remitted under the marketplace facilitator laws will remain the responsibility of Vendor and Vendor will be responsible for remitting any such portion of Collected Taxes to the appropriate tax authorities. In all other jurisdictions, Droppz will send Collected Taxes to Vendor, and Vendor will be responsible for remitting the total amount of Collected Taxes to the appropriate tax authorities of those jurisdictions. For clarity, Droppz will be responsible for the collection and remittance of any value added, goods and services, sales, use, or similar tax related to Customer fees, including but not limited to a Delivery Fee, Service Fee, Surcharge Fee, and Small Order Fee, that Droppz charges to the Customer.
 
5.  TERM AND TERMINATION. This Dropperz Delivery Addendum may be terminated pursuant to the terms of the Terms of Service. If either Party terminates the Self-Delivery Addendum or Marketplace Addendum, as applicable, this Dropperz Delivery Addendum shall automatically terminate in whole or in part with respect to the terminated applicable Droppz Product.