User

    Warehouse User Agreement

    Please read this Warehouse User Agreement (“Agreement”) carefully, as it contains important information about your legal rights and obligations. While using the services of Garuda Share Warehouses, Inc. (“Garuda”) and visiting its Website (“Website,” as used in this Agreement, includes www.sharewarehouses.com and its related 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, DO NOT ACCESS OR USE THE WEBSITE. By accessing the Website and/or using Garuda’s services, you agree to comply with and be bound by the terms of this Agreement.


    Definitions


    “Garuda,”“we," “us," “our,” and variations thereon, all refer to Garuda Share Warehouses, Inc., its founders, its directors, its employees, its subsidiary companies, its affiliated companies, and its assignees.

    “Service Recipient,” “you,” “yours,” and variations thereon, all refer to you, party to this Agreement, a person or entity who uses or is seeking to use services provided by Service Providers through the Website.

    “Service Provider”is a person or entity who provides or is seeking to provide warehouse services through the Website.

    To access the Website, you must first register an account on the Website and agree to the terms of this Agreement. To register an account, go to www.sharewarehouses.com and click on the “Sign In” tab on the upper right corner of the web page, then click “Create a New Account.”


    1. General Terms and Conditions


    1.1 Garuda is an online business platform that allows Service Providers to list and Service Recipients to obtain warehouse services online.

    1.2 Service Recipients can browse and obtain warehouse services using the “Find Space” feature on the Website. Garuda does not own, create, sell, resell, provide, control, manage, offer, deliver, or supply any warehouse listings (“Listings”) or services. Service Providers alone are responsible for their Listings and services. When Service Recipients make a booking, they enter into a contract directly with Service Providers. Garuda is not and does not become a party to or other participant in any contractual relationship between Service Providers and Service Recipients, nor is Garuda a real estate broker or insurer. Garuda is not and does not become an agent in any capacity for any Service Recipient or Service Provider.

    1.3 Garuda does not guarantee and bears no liability or responsibility for (a) the existence, quality, safety, suitability, or legality of any services offered or provided by any Service Provider, (b) the truth or accuracy of any Listing descriptions or other Member Content (as defined below), or (c) the performance or conduct of any Service Recipient, Service Provider, or third party. Any reference to a Service Provider being “verified” (or similar language) only indicates that the Service Provider has completed a relevant verification or identification process and nothing else. Any such description is not an endorsement, certification, or guarantee by Garuda about any Service Provider, including of the Service Provider’s identity or background or whether the Service Provider is trustworthy, safe, or suitable. A Service Recipient should always exercise due diligence and care when deciding whether to contract with a Service Provider.

    1.4 To assist Service Recipients who do not speak English, Listings information provided by Service Providers may be translated, in whole or in part, into other languages. Garuda does not guarantee the accuracy or quality of such translations and Service Recipients are responsible for reviewing and verifying the accuracy of such translations. Garuda disclaims all warranties related to any language translations, express or implied, including any warranties of accuracy, reliability, and any implied warranties for merchant ability, fitness for a particular purpose, and noninfringement.

    1.5 The Website may contain links to third-party websites offering services. Third-party services may be subject to different terms and conditions than the terms and conditions stated in this Agreement. Garuda is not responsible or liable for the availability or accuracy of or risks inherent in third-party services, or the content, products, or services available from third-party providers.

    1.6 Due to the nature of the internet, Garuda cannot guarantee the continuous and uninterrupted availability and accessibility of the Website. Garuda may restrict the availability of the Website or certain areas or features thereof, if it is necessary in view of capacity limits, the security or integrity of our servers, to carry out maintenance measures that ensure the proper or improved functioning of the Website, or for any other reason. Garuda may improve, enhance, and modify the Website and introduce new services from time to time.


    2. Eligibility, Using the Website, Verification


    2.1 You must be at least 18 years old and able to enter into legally binding contracts to access and use the Website. By accessing or using the Website, you represent and warrant that you are 18 or older and have the legal capacity and authority to enter into a contract.

    2.2 Garuda may make access to and use of the Website, or certain areas or features of the Website, subject to certain conditions or requirements, such as completing a verification process, meeting specific quality or eligibility criteria, or being checked for booking and cancellation history.

    2.3 User verification on the internet is difficult and Garuda does not assume any responsibility for the confirmation of any Service Provider or Service Recipient’s identity. Notwithstanding the above, for transparency and fraud prevention purposes, and as permitted by applicable laws, Garuda may (a) ask you to provide a form of government identification or other information to verify your identity and background, and/or (b) screen you via third party databases and/or request reports on your background from Service Providers.

    2.4 If you access or download an application from the Apple App Store, you agree to Apple’s user agreement. Some aspects of the Website implement Google Maps/Earth mapping services, including Google Maps API(s). Your use of Google Maps/Earth is subject to the Google Maps/Google Earth’s terms of service.


    3. Account Registration


    3.1 You must register an account on the Website (“Garuda Account”) to access and use certain features of the Website. If you are registering a Garuda Account on behalf of a company or entity, you represent and warrant that you have the authority to legally bind that company or entity and grant us all permissions and licenses required in this Agreement.

    3.2 You must provide accurate, current, and complete information during the registration process and keep your account information up-to-date at all times.

    3.3 You may not register more than one Garuda Account unless Garuda authorizes you to do so. You may not assign or otherwise transfer your Garuda Account to another party.

    3.4 You are responsible for maintaining the confidentiality and security of your Garuda Account credentials and may not disclose your credentials to any third party. You must immediately notify Garuda if you know or have any reason to suspect that your credentials have been lost, stolen, misappropriated, or otherwise compromised or in case of any actual or suspected unauthorized use of your Garuda Account. You are liable for any and all activities conducted through your Garuda Account.

    3.5 Garuda may enable features that allow you to authorize other Garuda account holders or certain third parties to take certain actions that affect your Garuda Account. These features do not require that you share your credentials with such other parties. No third party is authorized by Garuda to ask for your credentials.


    4. Self-Managed Payment System (SMPS)


    4.1 Garuda provides an online payment system(SMPS) to Service Recipients which allows Service Recipients to make deposits and payments on services to Service Providers. The system operates by Service Recipients depositing funds into their online self-managed payment account (SMP account) and paying for warehouse services with such funds. Funds deposited by Service Recipients into their online SMP account are held on behalf of Service Recipients by Garuda. The funds will be kept in an FDIC-insured bank account registered by Garuda and kept separate from Garuda’s own accounts. No interest is paid on the funds while the funds are held by Garuda. Deposits made via credit or debit card, PayPal, or bank or wire transfer are subject to transaction fees. Withdrawals of funds from your online SMP account via bank or wire transfer are also subject to transaction fees.

    4.2 By registering a user account with Garuda, using the Website, using the SMP account and using Garuda’s services, you agree to use Garuda’s SMPS to transact with Service Providers on the Website, including making all payments to Service Providers.

    4.3 Garuda assumes no liability that may arise from or any responsibility for resolving any contractual or other type of dispute that may arise between you and Service Provider from your and/or Service Provider’s use of Garuda’s SMPS, including, but not limited to, disputes over invoices, payments, services, and payment deposits. You agree and accept that any funds you deposit with Garuda which become subject to dispute between you and Service Provider may be held by Garuda until such dispute has been resolved by both parties and/or a legal body with requisite authority requires release of such funds by Garuda.


    5. Bidding System


    5.1 Garuda provides a Bidding System (“Bidding System”) which allows Service Recipients to solicit bids for service orders from Service Providers. Garuda’s Bidding System operates by Service Recipients filling out Garuda’s bid solicitation form, posting bidding requests, and receiving bids from Service Providers. Once you accept and agree to a bid from a Service Provider, you agree to the service terms offered in the Service Provider’s bid, even if such terms are different from warehouse details and information posted elsewhere by the Service Provider on the Website or anywhere else. It is your responsibility to read each bid closely and request additional information or negotiations, when appropriate, from the bidding Service Provider before accepting a bid.

    5.2 To gain access to Garuda’ Bidding System, Service Recipients must first register a Garuda Account. Garuda reserves the right to restrict or cancel your access to the Bidding System at any time for any reason.

    5.3 Garuda assumes no liability that may arise from or any responsibility for resolving any contractual or other type of dispute that may arise between you and a Service Provider from your or Service Provider’s use of or transactions conducted through Garuda’s Bidding System.


    6. Commercial Warehouse Leases


    6.1 Garuda provides an online platform for Service Providers to list their “Warehouse Services” for the Service Recipients. These “Warehouse Services” includes but not limited to the following: short-term storage of goods and services such as receiving, loading, packing, repacking, and shipping out.  These “Warehouse Services” are performed and managed by the Service Providers as though they are part of their normal course of business activities, like a third-party warehousing and logistics company.  However, Garuda also provides Service Recipients the ability to request short-, medium-, and long-term commercial space through the Website.  Requests for rentals by square feet and the requested spaces are controlled/managed by the Service Recipients, these spaces are treated as leases, in which case the two parties must sign a commercial lease or sublease agreement. For details regarding the terms of commercial warehouse leasing, please consult Garuda’s form lease and sublease agreements.


    7. Content


    7.1 Garuda may, at its sole discretion, enable Service Recipients to (a) create, upload, post, send, receive, and store content, such as text, photos, audio, video, or other materials and information on or through the Website (“Service Recipient Content”); and (b) access and view the content provided by Service Providers and any content that Garuda itself makes available on or through the Website, including proprietary Garuda content and content licensed or authorized for use by or through Garuda from a third party (“Garuda Content" and together with “Service Recipient Content” and the content provided by the Service Providers, “Collective Content”).

    7.2 It is your sole responsibility to verify the pricing displayed on the Website and confirm Service Provider services provided in Listings. If you find any violation of terms by a Service Provider, please promptly report to Garuda. Garuda does not guarantee a solution to any problem, neither does it assume any liability.

    7.3 The Website and the Collective Content may in their entirety or in part be protected by copyright, trademark, and/or other laws of the United States and other countries. You acknowledge and agree that the Website and the Collective Content, including all associated intellectual property rights, are the exclusive property of Garuda and/or its licensors or authorized third-parties. You will not remove, alter, or obscure any copyright, trademark, service mark, or other proprietary rights notices incorporated in or accompanying Garuda Website or the Collective Content. All trademarks, service marks, logos, trade names, and any other source identifiers of Garuda used on or in connection with the Website and Garuda Content are trademarks or registered trademarks of Garuda in the United States and abroad.

    7.4 You will not use, copy, adapt, modify, prepare derivative works of, distribute, license, sell, transfer, publicly display, publicly perform, transmit, broadcast, or otherwise exploit the Website or the Collective Content, except to the extent you are the legal owner of certain Service Recipient Content or as expressly permitted in this Agreement. No licenses or rights are granted to you, by implication or otherwise, under any intellectual property rights owned or controlled by Garuda or its licensors, except for the licenses and rights expressly granted in this Agreement.

    7.5 Subject to your compliance with this Agreement, Garuda grants you a limited, non-exclusive, non-sublicensable, revocable, and non-transferable license to access and view any Collective Content made available on or through the Website.

    7.6 Garuda may, without prior notice, remove or disable access to any Service Recipient Content that Garuda finds to be in violation of this Agreement or otherwise may be harmful or objectionable to Garuda, its Service Recipients, or third parties.


    8. Bookings, Fees, and Insurance


    8.1 Each time you send a request to book warehouse services to a Service Provider, you must deposit a minimum of $10 USD to your online wallet. You may bypass this step by keeping at least $100 USD in your wallet. You will not be charged such funds by sending booking requests. After sending your booking request, it is your responsibility to contact and negotiate with Service Provider to reach a service agreement. If negotiations between you and Service Provider are not successful, you may cancel the request; if negotiations are successful and once you have signed a service agreement, however, you may not cancel the request unless in unusual circumstances deemed appropriate by Garuda in its sole discretion.

    8.2 Invoices sent to you by Service Provider must be paid promptly and according to terms of the service agreement between you and Service Provider. Should you fail to pay invoices in a timely manner and according to terms of your service agreement, any impact, loss, or legal action brought by Service Provider pursuant to such failure to pay shall be at your sole responsibility. In such instances, Garuda shall have the right to penalize and/or cancel your Garuda Account.

    8.3 All invoice payments you make to Service Provider must be made through the Website. You are not allowed to make payments on service agreement invoices offline. You agree that if you make or attempt to make invoice payments offline to Service Provider, collude with Service Provider in revising the invoiced amount reported to Garuda, or otherwise fail to properly disclose fees you charge to Service Recipient to Garuda, a penalty of up to ten times the amount of payment you failed to properly disclose to and/or pay through Garuda will be imposed on you, and Garuda shall have the right to unilaterally deduct such penalty from any funds you may have stored on the Website. In such instances, Garuda shall also have the right to unilaterally cancel your Website account and/or take legal action against you.

    8.4 Once you and Service Provider reach a warehouse service agreement, the Service Provider must promptly upload a copy of the agreement to the Website. Garuda will download the copy and forward the copy to its cooperating insurance company, which will then underwrite your goods for the agreement. You may not commence service or payment and you will not receive Garuda’s insurance coverage until the agreement has been uploaded to the Website.

    8.5 Garuda’s partnering insurance company will provide coverage of up to $100,000 USD for your goods with respect to each warehouse. Please read the terms of any and all insurance documents issued by Garuda and/or Garuda’s partnering insurance company to you and/or any warehouse provider you engage with carefully. Should you or Service Provider wish to obtain additional coverage for your goods, you and/or Service Provider shall be responsible for and bear the cost of such additional coverage. Garuda assumes no liability that may arise from any insurance coverage you receive from Garuda’s partnering insurance company, including any liability you may assert from the insurance company being unable to fully or partly cover your losses

    8.6 Under this Agreement and in exchange for insurance coverage you receive through Garuda, you authorize Garuda and any Garuda-appointed representatives to handle any insurance matters relating to goods you store through the Website on your behalf, including, but not limited to, insurance policy placements (such as setting policy limit, deductible amount, and other terms and conditions of the insurance policy), policy changes, claims reporting, handling, and settlement. You agree not to hold Garuda and any Garuda-appointed representatives liable in insurance matters, such as policy placements, claim handling, and settlement. You also agree to authorize Garuda and any Garuda appointed representatives to include you as a named insured on the aforementioned insurance policies if necessary. In the event of a property loss, you must report such a loss to Garuda-appointed representatives as early as possible. Contact information for Garuda-appointed representatives can be found on www.sharewarehouses.com.

    8.7 Insurance coverage for your goods will not become effective unless:

    8.7.1 You include “Garuda Share Warehouses” as a consignee on your bills of lading and in service agreements between you and Service Provider prior to the loss in question and

    8.7.2 The Service Provider you select has complied with all terms and conditions set forth in its separate agreement with Garuda.

    8.8 You agree that when a loss occurs, you will cooperate with Garuda, Garuda-appointed representatives, and insurance companies who provide insurance coverage for your goods. Your cooperation includes but is not limited to: on a timely basis, providing relevant contact information, providing all bills of lading pertaining to your goods, and providing all relevant contracts/agreements to the aforementioned parties. If you have your own insurance for your own goods, information about your own insurance shall be provided along with all other relevant information on a timely basis to the aforementioned parties. Not providing sufficient information on a timely basis could result in denial of a claim by insurance companies.

    8.9 You agree that when an insurance company you receive coverage from through Garuda makes a payment for a covered claim to you, such payment will go to Garuda first before Garuda transfers such payment to you.

    8.10 Even you are not obligated to purchase separate insurance for your goods, you have the option to do so. If you do have your own insurance for your goods, in case of a loss, your insurance will apply before Garuda’s insurance applies. Your own insurance is primary and noncontributory to any insurance that Garuda providers. Purchasing your own insurance does not reduce any fee/commission that you pay to Garuda.

    8.11 You are responsible for complying with the terms of any service agreement between you and Service Provider. 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 Service Provider, including disputes pertaining to any matters discussed in this Agreement.


    9. Damage to Accommodations


    Garuda is not responsible and assumes no liability for any damage or loss sustained by you through use of any services or accommodations provided by a Service Provider.


    10. Taxes


    You are solely responsible for determining your obligations to report, collect, and remit all taxes. Tax regulations may require us to collect appropriate Tax information from you, or to withhold Taxes from your payments to Service Providers, or both. If you fail to provide us with documentation that we determine to be necessary to alleviate our obligation (if any) to withhold taxes from your payments, we reserve the right to freeze your funds, withhold payments from you, or both, until resolution.


    11. Term, Termination, Suspension, and Other Measures

    11.1 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.

    11.2 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. After the termination of this Agreement, any bookings or orders you may have will be automatically cancelled. Any outstanding service charge you owe Garuda and/or a Service Provider must be paid and cleared before your termination will take effect.

    11.3 Garuda may immediately and without notice terminate this Agreement and/or freeze any funds you have deposited on the Website if (a) you have materially breached your obligations under this Agreement, (b) you have violated applicable laws, applicable regulations, or third-party rights, or (c) Garuda believes in good faith that such action is reasonably necessary to protect the property of Garuda, its members, or third parties (for example in the case of fraudulent behavior of a Service Recipient).


    12. Indemnification


    To the extent not specified elsewhere in this Agreement and permitted by law, 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 Service Providers 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 third party rights.


    13. Dispute Resolution and Arbitration Agreement

    13.1 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 or the Collective Content, 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 attorney fees, costs, and expenses incurred in connection with the reference.

    13.2 You and Garuda acknowledge and agree that each party waives the right to a trial by jury as to all arbitrable Disputes.

    13.3 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. If this paragraph is held unenforceable with respect to any Dispute, then the entirety of the Arbitration Agreement will be deemed void with respect to such Dispute.

    13.4 If you reside in the United States, 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 Agreement must be brought in state or federal court in Los Angeles, California, unless we both agree to some other location. You and we both consent to venue and personal jurisdiction in Los Angeles, California.


    14. Other Provisions


    14.1 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.

    14.2 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.

    14.3 This Agreement does not and is not intended to confer any rights or remedies upon any person other than the parties to this Agreement.

    14.4 If any provision of this Agreement is held to be invalid or unenforceable, such provision will be struck and will not affect the validity and enforceability of the remaining provisions.

    14.5 Garuda’s failure to enforce any right or provision in this Agreement does not constitute a waiver of such right or provision. Except as expressly set forth in this Agreement, the exercise by either party of any of its remedies under this Agreement will be without prejudice to its other remedies under this Agreement.

    14.6 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.

    14.7 Any notices, supplements, or other communications to Service Recipients 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.

    14.8 If you have any questions about this Agreement, please email us at Info@ShareWarehouses.com.

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