Please read this Co-Host Agreement (“Agreement”), which contains important information about your legal rights and obligations, carefully. While using the services of Garuda Share Warehouses, Inc. (“Garuda”) and using Garuda’s Website (“Website” in this Agreement refers to www.sharewarehouses.com, its mobile application), you must comply with the terms of this Agreement. You understand, accept, and agree to this Agreement. IF YOU DO NOT UNDERSTAND, ACCEPT, AND AGREE TO THIS AGREEMENT, PLEASE DO NOT ACCESS OR USE THE WEBSITE OR SERVICES. By accessing the Website or using Garuda’s services, you agree to comply with and be bound by the terms of this Agreement.
“Garuda,” “we,” “us,” “our,” and variations thereon, all refer to Garuda, its founders, its directors, its employees, its subsidiary companies, its affiliated companies, and its assignees. “Co-Host,” “you,” “your,” and variations thereon, all refer to you, party to this Agreement, a party who provides or seeks to provide sales, management, and/or listing assistance to Garuda, its members, and/or its potential members.
1. General Terms and Conditions
1.1 The Website is an online business platform that enables warehouse providers to list warehouse services for warehouse users to search for and use.
1.2 By accepting this agreement, you agree to assist Garuda in seeking out and signing up warehouse providers to the Website. You agree to assist the warehouse providers you sign up in listing their warehouses and managing their listings.
1.3 You warrant and represent that you are at least 18 years old and able to enter into legally binding contracts.
1.4 You represent and warrant that any activity you engage in on behalf of any warehouse provider you sign up to the Website will have granted you requisite authorization to engage in such activity, which includes but is not limited to, creating an account on the Website, listing warehouses, managing listings, managing bookings and payments/invoices, and managing bids. You agree you will carefully read, agree to, and comply with Garuda’s Warehouse Provider Agreement (separate from this Agreement) to the extent you are required to do so. Any activity you engage in on behalf of warehouse providers you assist may not conflict with this Agreement or Garuda’s Warehouse Provider Agreement.
1.5 You are responsible for complying with the terms of any agreements or understandings, express or implied, between you and any warehouse provider you assist. Garuda is not responsible for resolving and assumes no liability from any contractual or other type of dispute that may arise between you and a warehouse provider, including disputes pertaining to any matters discussed in this Agreement.
1.6 You are an independent contractor -- not an employee, partner, or agent -- of Garuda’s. Garuda is not a party or other participant to any agreement or partnership between you and any warehouse provider(s) you assist.
1.7 To verify your identity and authorization to conduct activity on the Website on behalf of warehouse provider(s), Garuda may require from you: (i) a form of government identification, government registration, or other identifying information, (ii) information necessary to verify your identity via third-party databases, and (iii) proof of authorization from warehouse providers you seek to assist. Garuda reserves the right to refuse to accept or terminate you as Co-Host at any time for any reason.
1.8 You agree to indemnify, defend (at Garuda’s option), and hold Garuda and its affiliates and subsidiaries, and their officers, directors, employees, and agents, harmless and non-liable from and against any claims, liabilities, damages, losses, and expenses, including, without limitation, reasonable legal and accounting fees, arising out of or in any way connected with (a) your breach of this Agreement, (b) your use of the Website or any services provided by Garuda, (c) your interaction with any warehouse provider or third parties including without limitation any injuries, losses, or damages (whether compensatory, direct, incidental, consequential, or otherwise) of any kind arising in connection with or as a result of such interaction, and (d) your breach of any laws, regulations, or warehouse provider or third-party rights.
2. Account Registration
2.1 To become a Co-Host, you must register an account on the Website through the Co-Host Log-In. Your account information must be kept up-to-date, accurate, and complete at all times. Your account is meant to help you manage your personal information, transaction records, and commission payments. To assist the warehouse providers in uploading and managing warehouse listings, you must obtain the warehouse provider’s Garuda account login credentials.
2.2 You are responsible for the accuracy, confidentiality, and security of your Garuda account information and login credentials. If you know or have any reason to suspect that a third party modified or otherwise misappropriated your account information, you must immediately notify Garuda.
3. Commission Payments
Pursuant to your performance of duties as Co-Host, Garuda will pay you a commission. Your commission shall be your choice of one of the following: (i) $100 for each warehouse you sign up to the Website, or (ii) 20% of fees paid by each warehouse you sign up to Garuda, for up to the first year of such warehouse’s membership with Garuda.
You are solely responsible for determining your obligations to report, collect, and remit any taxes that is related to commissions you collect from or through Garuda. Tax regulations may require us to collect appropriate tax information from you and/or withhold taxes from your service fee payments. If you fail to provide us with documentation that we determine to be necessary to fulfill our tax obligations, we reserve the right to freeze payments to you until resolution.
5. Term, Termination, Suspension, and Other Measures
5.1 Garuda reserves the right to modify this Agreement at any time for any reason. If we make changes to this Agreement, we will post the revised Agreement on the Website and update the “Last Updated” date at the top of this Agreement. We will also provide you with notice of the modifications by email at least 30 days before the date they become effective. If you disagree with a revised Agreement, you may terminate the Agreement and your previous Agreement with us by terminating your Garuda Account. If you do not terminate your Garuda Account within 30 days after a revised Agreement is posted, your continued access to and use of the Website will constitute acceptance of the revised Agreement.
5.2 This Agreement will be valid from the date that you register a Garuda Account and will terminate on the date your Garuda Account is terminated. Garuda will cease paying you commissions upon termination of this Agreement.
5.3 Garuda may immediately terminate this Agreement and your Garuda account if (i) you have breached your obligations under this Agreement, (ii) you have violated applicable laws, regulations, or third-party rights, (iii) Garuda believes, in good faith, that such action is reasonably necessary to protect the safety or property of Garuda, its members, or third parties (for example in the case of fraudulent behavior), (iv) the warehouse providers you sell to and/or assist request termination of your account, or (v) for any other reason as determined by Garuda in its discretion.
6. Dispute Resolution and Arbitration Agreement
6.1 You agree that any dispute, claim, or controversy that may arise out of or relate to this Agreement or any breach, termination, enforcement, or interpretation thereof, or to the use of the Website, between you and Garuda (collectively “Disputes”), will be settled by arbitration administered by American Arbitration Association located in Los Angeles, CA in accordance with its Commercial Arbitration Rules, and any judgment on the award rendered by the arbitrator(s) may be entered in any court has jurisdiction thereof. If there is a dispute about whether this arbitration clause can be enforced or applies to Disputes, you and Garuda agree that the arbitrator will decide that issue. The party shall select a single neutral arbitrator, who shall be a retired state or federal judge. In the event the parties cannot agree upon an arbitrator, the arbitrator shall be appointed by a court. The parties shall equally bear the fees and expenses of the arbitrator, unless the arbitrator otherwise provides in the statement of decision. However, the prevailing party shall be entitled to reimbursement of reasonable attorney’s fees, costs, and expenses incurred in connection with the reference.
6.2 You and Garuda acknowledge and agree that each party waives the right to a trial by jury as to all arbitrable Disputes.
6.3 You and Garuda acknowledge and agree that each waive the right to participate as a plaintiff or class representative in any class action lawsuit, class-wide arbitration, private attorney-general action, or any other representative proceeding as to all Disputes. Further, unless you and Garuda both otherwise agree in writing, an arbitrator may not consolidate more than one party’s claims and may not otherwise preside over any form of any class or representative proceeding.
6.4 In the event of the bringing of any action or suit by a party hereto against another party hereunder by reason of any breach of any of the convents or agreements or any inaccuracies in any of the representations and warranties on the part of the other party arising out of this Agreement, then in that event, the prevailing party in such action or dispute, whether by final judgment, or out of court settlement, shall be entitled to have and recover of and from the other party all costs and expenses of suit, including reasonable attorney’s fees.
6.5 This Agreement will be interpreted in accordance with the laws of the State of California and the United States of America, without regard to conflict-of-law provisions. Judicial proceedings (other than small claims actions) that are excluded from the arbitration clause must be brought in state or federal court in Los Angeles, California, unless we both agree to some other locations. You and we both consent to venue and personal jurisdiction in Los Angeles, California.
7. Other Provisions
7.1 This Agreement constitutes the entire agreement between Garuda and you pertaining to your access to and use of the Website and supersede any and all prior oral or written understandings or agreements between Garuda and you. This Agreement may be supplemented by additional terms and conditions, policies, guidelines, and/or standards solely at Garuda’s discretion.
7.2 No joint venture, partnership, employment, or agency relationship exists between you and Garuda as a result of this Agreement or your use of the Website.
7.3 These Terms do not and are not intended to confer any rights or remedies upon any person other than the parties.
7.4 If any provision of these Terms is held to be invalid or unenforceable, such provision will be struck and will not affect the validity and enforceability of the remaining provisions.
7.5 You may not assign, transfer, or delegate this Agreement and your rights and obligations hereunder without Garuda's prior written consent. Garuda may without restriction assign, transfer, or delegate this Agreement and any rights and obligations hereunder, at its sole discretion, with 30 days prior notice. Your right to terminate this Agreement at any time remains unaffected.
7.6 Any notices, supplements, or other communications permitted or required under this Agreement shall be in writing and may be provided by Garuda via email, postal mail, posting on the Website, or a messaging service.
7.7 If you have any questions about this Agreement please email us at Info@ShareWarehouses.com.