Last Updated: December 19, 2023
These Terms of Service (“Terms”) are a binding legal agreement between you and Sherpo regarding your use of the websites, applications, networks, and other services provided by SHERPO S.R.L. In these Terms, “Sherpo”, “we,” “us,” or “our” refer to SHERPO S.R.L.
We are SHERPO S.R.L., VAT Code 13206030960, an Italian corporation registered and headquartered in Milan. You can contact us at [email protected].
These Terms and Conditions ("Terms") contain important information about Sherpo, the Deposit Service, and the rights and obligations of the parties, and constitute a legal agreement between you and Sherpo.
1.1 The following definitions apply to the Terms set out below governing items storage and other services offered by SHERPO S.R.L. and operated by Users of its Platform.
[email protected].2.1. Sherpo is an online platform through which Users who need short-term storage for their Items can discover and book available storage spaces and services from Points that have additional space at their locations.
2.2. Sherpo is the provider of the Sherpo Platform, enabling Users to connect with Points at the physical locations they operate and control for the following services:
2.2.1. Storage Service. Users can find and book available short-term storage space for their Items.
2.2.2. Coverage Service. Users have the option to make additional payments for extra coverage.
2.2.3. Other Services. Periodically, Sherpo may permit Users to utilize the Sherpo Platform to engage with Points for other services ("Other Services"). We will make our best efforts to notify you about these Other Services and the associated conditions through the Sherpo Platform. Any significant changes to these Terms reflecting the accessibility and usage of Other Services via the Sherpo Platform will be communicated to you.
2.3. These Terms, encompassing the coverage and Sherpo Coverage, exclusively apply to the Services and only to the extent that they are arranged via the Sherpo Platform. All interactions between you and the Point must occur solely through the Sherpo Platform.
2.4. Products and services provided to you by a Point outside the Sherpo Platform are not governed by these Terms. Such products and services are priced locally by Points and are subject to separate terms with Points. Payment for these products and services must be made directly to Points at the time of purchase or provision. However, Sherpo may occasionally permit you to purchase products and services from Points and pay for them using the Sherpo Platform.
2.5. Sherpo does not own, control, or manage partner Points. Sherpo is not a party to any contracts that may be formed between Users and Points, nor does Sherpo act as a payment provider, broker, or insurer.
3.1. You must register an account to access and use the features of the Sherpo Platform. Registration requires that you be at least eighteen (18) years old. Additionally, you can gain access to the Sherpo Platform by adding your payment details.
3.2. By agreeing to these Terms, you affirm and guarantee that: (a) you are at least eighteen (18) years old; (b) you possess the legal capacity to enter into binding contracts; (c) you are a natural person acting on your own behalf, or you represent a legal person and have all the necessary authority to represent and bind this legal entity; (d) you have not been previously suspended, removed, or prohibited from using the Sherpo Platform under the laws of your place of residence or any other applicable jurisdiction; and (e) your registration and use of the Sherpo Platform and the Services will comply at all times with all applicable laws and regulations.
3.3. During the registration process, you may be required to provide Sherpo with certain information about yourself, such as your name, email address, and other contact details.
3.4. You must provide us with accurate, current, and complete information, and consistently maintain the accuracy of your account information. You are solely responsible for safeguarding the confidentiality and security of your account credentials and must not disclose them to any third party. You are responsible and liable for activities conducted through your account unless such activities are unauthorized and you are not otherwise negligent (e.g., failing to report the unauthorized use or loss of your credentials). If you believe that your credentials have been lost, stolen, or if your account is compromised or no longer secure, please promptly notify us at [email protected].
4.1. You may not use the Sherpo Platform to store, deliver, receive, transport, or otherwise interact with the following Items (collectively, “Prohibited Items”):
Living Organisms: Plants and live animals.
Perishables and Waste: Perishable items and waste.
Documents and Certificates: Degrees, negotiable certificates, public or private offers of investments (e.g., immigration documents).
Financial Items: Cash or cash equivalents (paper money, coins, credit cards, and traveler's cheques), lottery tickets, stocks, bonds, gift cards, revenue stamps, food stamps, and fuel vouchers.
Illegal or Controlled Substances: Drugs or psychotropic substances, medicines, controlled substances not prescribed to you or purchased over the counter (OTC) for personal use.
Weapons and Hazardous Materials: Material containing weapons or firearms, dangerous materials, flammable fluids.
Sensitive Information and Technology: Software containing high-value information, technological material (phones, tablets, PCs, smartphones).
Restricted Items: Alcoholic beverages, irreplaceable items (antiques, paintings, works of art), subjective or sentimental items, metal (gold and silver in any form), precious stones, jewelry.
Legal Compliance: Any item whose possession or transportation is illegal under applicable laws, including the laws of the location(s) where such Items are to be stored, delivered, received, or transported.
Point-Specific Prohibitions: Other items that a Point specifies as prohibited.
4.2. Sherpo and Points reserve the right to inspect, in your presence, all Items deposited in connection with the Services. Any Prohibited Items or other Items that, in the reasonable discretion of Sherpo or the Points, pose a danger to the Point, the Point’s personnel, other Users, or the public may be rejected. Sherpo and Points may report to law enforcement authorities any Item whose possession, storage, delivery, or transportation may violate applicable laws. In the event that a Point rejects your Item, please promptly contact Sherpo at [email protected].
4.3. Sherpo and Points are not obligated to protect Prohibited Items against any loss, theft, or damage. Further details can be found in SECTION 6 (Sherpo Coverage).
5.1. To access certain features of the Sherpo Platform and Services, you must pay a Storage Fee or Booking Fee in the applicable currency. Before payment, you will review and accept the fees. Services will be accessible only after providing a valid payment method.
5.2. All payments to Sherpo and Points will be processed through Stripe, Apple Pay, Google Pay, or PayPal. Users agree to the terms of conditions of these payment systems.
5.3. Under no circumstances should you make direct payments to Points outside the Sherpo Platform unless expressly approved by Sherpo.
5.4. Users can opt for an additional fee for each Item added to a booking or for each product or service paid via the Sherpo Platform.
5.5. You authorize Sherpo to charge fees, including applicable taxes and charges, to the specified payment method. Fees include but are not limited to:
5.5.1. Storage Fee. Hourly mandatory fee charged for every hour of each Item stored. We charge 1 hour at the passing of each hour of deposit. After a certain amount of hours, we may cap our fee to a fixed amount and keep it fixed until 24 hours have passed.
5.5.2. Coverage Fee. Sherpo will not charge a fee for basic coverage, which covers Users in case of loss, theft, or damage to their Item in relation to the Storage Service, for up to €50 (or $50 in the US, £50 in the UK, or any other applicable currency). For additional coverage, you can pay a fee to obtain Sherpo Coverage. More information about the coverage and Sherpo Coverage is available in SECTION 6 of these Terms.
5.5.3. Subscription Fee. If you activate a subscription, you agree to be periodically charged a Subscription fee on an ongoing basis. The “Subscription Billing Date” is the date when you purchase the first subscription to the applicable subscription service. Your account will be automatically charged on the Subscription Billing Date for all applicable fees for the next subscription period. Your subscription will continue unless and until you cancel it or if we terminate this agreement in accordance with SECTION 14. You must cancel your subscription before it renews to avoid the billing of the next periodic Subscription Fee to your account. We will bill the periodic Subscription Fee to the payment method you provided us with, or to a different payment method if you change your payment information. You may cancel your subscription at any time in your account or by contacting us at [email protected]. You acknowledge and agree that any Subscription Fee that is paid cannot be refunded for the applicable subscription period.
5.5.4. Late Pick-Up Fee. If an Item is not picked up within the designated time limit, we will continue charging our rates for the Item. In the event of unavailable funds, Points have the right to ship the Item out without notice to Users or to any other location designated by Sherpo. In such cases, Users may be charged a fee of $50 (or €50, £50, or any applicable currency) per Item (“Late Pick-Up Fee”). To retrieve the Item(s), Users must pay the Late Pick-Up Fee, along with any additional fees to ship the Item(s). All these fees must be paid before the Item(s) are returned. If the User makes themselves unavailable for retrieval, Sherpo and its Points have the authority to dispose of the Item as they prefer.
5.6. Sherpo reserves the right to change fees periodically. We will use our best efforts to provide you with up-to-date information about fees. We encourage you to check our website at https://sherpo.app and our mobile applications for current fee information. Fee changes will only apply to bookings made after the effective date of the fee change.
5.7. Sherpo, at its sole discretion, may make promotional offers with different features and pricing for Users, subject to different terms and conditions.
5.8. Sherpo may suspend or terminate access to the Sherpo Platform at its sole discretion for any account with unpaid amounts. In addition to the amount due for the Services, a delinquent account may be charged with fees incidental to chargebacks or the collection of the unpaid amount, including collection fees.
5.9. Sherpo may offer credits to Users, known as “Sherpo Coins.” Sherpo Coins are non-redeemable for cash and do not constitute currency. Sherpo Coins obtained through Platform usage or other means aside from direct purchase may be revoked, limited, or not honored by Sherpo at its reasonable discretion, including before the attached expiration date.
6.1. Item storage services booked and paid for through the Sherpo Platform are covered by a basic coverage for €50 (or $50 in the US, £50 in the UK, or any other applicable currency). Users who opt-in and pay for Sherpo Coverage can increase the coverage guarantee to up to €3,000 (or $3,000 in the US, £3,000 in the UK, or any other applicable currency). All Items of Sherpo Subscription Users are automatically covered for €1,000 (or $1,000 in the US, £1,000 in the UK, or any other applicable currency).
6.2. Payment for Sherpo Coverage must be made through the Sherpo Platform, not in cash or directly to the Point unless specified by the app, to be eligible to file a claim.
6.3. Upon collecting Item(s) from the Point, the User is entitled to inspect the Item(s) and their contents for any visible signs of unauthorized access or damage during storage. If the User finds any evidence of unauthorized access, damage, or content removal, they must immediately make a complaint to the Point and inform Sherpo while being at the Point location. This ensures that the incident can be properly linked to the use of the storage service.
6.4. To file a claim, Users must notify Sherpo at [email protected]. The coverage and Sherpo Coverage apply to loss, damage, or theft of Users’ Items that occurred while using the Services and in relation to the Items linked to a booking made via the Sherpo Platform. Sherpo will not compensate Users for other costs such as transportation costs to or from Points, additional accommodation, or flights booked due to the inability to locate or access the Item. The coverage and Sherpo Coverage do not constitute a contract of insurance and are offered at the sole discretion of Sherpo.
6.5. Please note that any coverage offered by Sherpo is only available to Users who purchase it and make their payments through the online service. The coverage does not extend to storage services not booked and paid for through the Sherpo Platform or where the timer in the Sherpo app is not activated.
6.6. If you are eligible for compensation, Sherpo may compensate you for the value of lost, stolen, or damaged Items for $50 (or €50 in the EU, £500 in the UK, or any other applicable currency). Under Sherpo Coverage, Sherpo may compensate you for the value of lost, stolen, or damaged Items for up to $3,000 (or €3,000 in the EU, £3,000 in the UK, or any other applicable currency), considering your Item’s initial value as well as any loss caused by wear and tear. It is understood and agreed that Sherpo will not reimburse you for the replacement of the Item(s). The compensation value will be decided by Sherpo based on the evidence provided by you and individual circumstances. It is further understood and agreed that this coverage is offered at Sherpo’s sole discretion. Sherpo may reject your claim regardless of eligibility, for example, in the case of suspicion of fraud. It is understood and agreed that any decision on the compensation amount will be subject to Sherpo's reasonable discretion.
6.7. Coverages will not apply to:
6.7.1. Items paid for in cash or via other payment means not approved by Sherpo.
6.7.2. Items stored outside the Sherpo Platform.
6.7.3. Items that are prohibited. Prohibited Items are listed in SECTION 4.1.
6.7.4. Items not properly handled and/or packaged safely by Users or Items that are easily subject to damages despite reasonable handling and packaging.
6.7.5. Items that were abandoned. Items stored by the Users that are not paid for and picked up by the booking check-out time are considered abandoned and are no longer covered by Sherpo. Some Points may require that abandoned Items are promptly shipped out of their location(s), and Users will be responsible for paying the Late Pick-Up Fee and any additional shipping costs in accordance with SECTION 5.5.4.
6.8. To be eligible for compensation under coverage and Sherpo Coverage, Users must not (a) intentionally or unintentionally cause any damage to Sherpo’s brand or reputation; (b) breach these Terms; (c) receive any compensation from any insurer or other party with respect to the loss, theft, or damage for which they are claiming compensation under the coverage or Sherpo Coverage. Users must be prepared to disclose any relevant communication with their insurance company or other compensating party to us. Failure to do so may result in the claim being rejected.
6.9. We may ask you to cooperate and communicate with relevant parties, such as the relevant Point and law enforcement, in resolving a claim. We may also ask you to cooperate with the Point and their Affiliates in connection with all security measures that are currently in place in the Point Location, and that may be in place in the future, relating to the handling, storage, retrieval, and shipping of Items. “Affiliates” in these Terms refer to both Sherpo’s Affiliates as part of Sherpo’s Affiliate Programme and Points’ Affiliates.
6.9. To activate compensation for any coverage in relation to the Storage Service:
6.9.1. Users must have a valid booking for Storage Service for their Item(s) and must be able to show valid proof of payment.
6.9.2. Users must demonstrate that they (a) made a booking via the Sherpo Platform and that all their interactions with Points were made exclusively via the Sherpo Platform; (b) took a photo of each Item at the time of check-in; (c) followed any other on-screen instructions. Failure to complete any of these steps may void the application of the Sherpo Coverage.
6.9.3. Users must notify Sherpo about the stolen, lost, or damaged Item(s) for which they need coverage by sending us an email at [email protected] or by contacting us through any other means. The user must have made a complaint to the Point and informed Sherpo while being at the Point location. This will ensure that the incident can be properly linked to the use of the storage service. The complaint must happen within twenty-four (24) hours of the scheduled end of the booking.
6.9.4. Users must share with Sherpo all relevant details regarding the exact Item(s) stored in the bag(s), luggage(s), etc. linked to the booking. This includes the condition of the Item(s) immediately before they were stored, the condition at the time you retrieved the Item(s), and the value of each Item included in the claim.
6.9.5. Users must provide evidence beyond a reasonable doubt that the Item was stolen, damaged, or lost while being stored as part of the Storage Service. This may include police reports, receipts, video footage, and other evidence we may ask you to provide. Failure to provide adequate documentation of the requirements listed above may automatically give grounds for a rejection of the claim. Whether or not the evidence provided is to be considered adequate will be decided at Sherpo’s sole discretion.
7.1. Users can cancel a confirmed booking in accordance with the cancellation policy set by Sherpo. We strongly recommend that you carefully read the information regarding the applicable Terms before booking Storage Services.
7.2. Sherpo shall not be liable for any costs, expenses, loss, or damage that you may incur due to the cancellation of a Booking or Storage Service.
7.3. Users can cancel a booking free of charge or any liability within 10 minutes after the booking unless they have already taken a picture of their Item through the Sherpo Platform. The User is not required to provide any reason for cancellation. Cancellations can be made online on their account, or by sending a written notice to [email protected].
7.4. Valid cancellation requests will be refunded in Sherpo Coins or through the payment method used for the booking.
7.5. The Point will not offer Storage Services within the Cancellation Period, unless expressly requested by the User. Storage shall be considered fully performed when the Items are placed at the Point, at which time the User forfeits the right to cancel the Storage Agreement.
7.7. A cancellation fee of €2.00/$2.00/£2.00 per Item will be deducted for cancellations made after 10 minutes. No cancellation fees apply to Sherpo Subscription Users.
7.8. If the User does not show up and the booking isn’t canceled, the User accepts that Sherpo, on behalf of the Point, will deduct a No-Show Fee equal to a full day of storage per Item at the selected storage location.
7.9. If a Point cancels the Booking prior to the Services, the User will be reimbursed for the paid Booking Amount. If a Point is unable to fulfill a Booking, Sherpo will notify the User and provide a refund or, if the User requests, arrange Storage Services with an alternative Point in accordance with these Terms.
8.1. After the Service is provided, Users can review the Point and the location.
8.2. The review must be accurate and may not contain any discriminatory, offensive, defamatory, abusive, or aggressive language.
8.3. Sherpo reserves the right to remove any review that does not adhere to these guidelines.
9.1. For each Item stored, you must (a) make a booking via the Sherpo Platform; (b) take a photo of each Item at the time of check-in; and (c) follow any other on-screen instructions on the Sherpo Platform.
9.2. Your booking for Storage Service includes the storage of your Item(s) during the period specified in your booking (“Storage Period”). You are responsible for retrieving your Item(s) from the Point before the end of the Storage Period and providing reasonable proof that the Item(s) belong to you or that you have sufficient authority to retrieve the Item(s).
9.3. At the end of the Storage Period, if your Item has not been claimed, you understand and agree that Sherpo may extend your booking for Storage Service at the then-applicable rate to cover the full period that your Item is in the possession of the Point, whether you receive notice from us or the Point. You must contact Sherpo to arrange for the recovery of your Item(s). If the payment attempts to extend your reservation fail, if you are unreachable by Sherpo or the Point, or if you don’t manage to successfully contact Sherpo or the Point, the Point may dispose of your Item(s) at its sole discretion. You understand and agree that a Point may take the above-described actions with respect to your Items and waive all claims you may have against the Points, its franchisor, or any of their Affiliates or other related entities.
10.1. Subject to your complete and ongoing compliance with these Terms, Sherpo grants you a limited, non-exclusive, non-transferable, non-sublicensable, non-commercial, and revocable license for your personal use to: (a) access and use the Sherpo Platform; and (b) install and use one object code copy of any website or mobile application associated with the Sherpo Platform on a mobile device that you own or control.
10.2. If you choose to provide input and suggestions regarding problems with or proposed modifications or improvements to the Services (“Feedback”), then you hereby grant Sherpo an unrestricted, perpetual, irrevocable, non-exclusive, free, fully paid, royalty-free right to exploit the Feedback in any manner and for any purpose, including to improve the Sherpo Platform, the Services, and offer additional products and services.
11.1. Certain features of the Sherpo Platform may permit users to upload content to the Sherpo Platform including messages, reviews, photos, video, images, folders, data, text, and other types of works (“User Content”) and to publish User Content on the Sherpo Platform. You retain any copyright and other proprietary rights that you may hold in the User Content that you post to the Sherpo Platform.
11.2. By providing User Content to or via the Sherpo Platform, you grant Sherpo a worldwide, non-exclusive, perpetual, irrevocable, royalty-free, fully paid right and license (with the right to sublicense) to host, store, transfer, display, perform, reproduce, modify for the purpose of formatting for display, and distribute your User Content, in whole or in part, in any media formats and through any media channels now known or hereafter developed.
11.3. By providing User Content to or via the Sherpo Platform to other users of the Sherpo Platform, you grant those users a non-exclusive license to access and use that User Content as permitted by these Terms and the functionality of the Sherpo Platform.
11.4. Sherpo, the Points, and their Affiliates disclaim all liability in connection with User Content. You are solely responsible for your User Content and the consequences of providing User Content via the Sherpo Platform. By providing User Content via the Sherpo Platform, you affirm, represent, and warrant that:
11.4.1. You are the creator and owner of the User Content or have the necessary licenses, rights, consents, and permissions to authorize Sherpo and users of the Sherpo Platform to use and distribute your User Content as necessary to exercise the licenses granted by you in this SECTION, in the manner contemplated by Sherpo, the Sherpo Platform, the Services, and these Terms.
11.4.2. Your User Content, and the use of your User Content as contemplated by these Terms, does not and will not: (i) infringe, violate, or misappropriate any third party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right; (ii) slander, defame, libel, or invade the right of privacy, publicity or other property rights of any other person; or (iii) cause Sherpo, the Points, or their Affiliates to violate any law or regulation.
11.4.3. Your User Content could not be deemed by a reasonable person to be objectionable, profane, indecent, pornographic, harassing, threatening, embarrassing, hateful, or otherwise inappropriate.
11.4.4. We are under no obligation to edit or control User Content that you or other users post or publish and will not be in any way responsible or liable for User Content. Sherpo may, however, at any time and without prior notice, screen, remove, edit, or block any User Content that in our sole judgment violates these Terms or is otherwise objectionable. You understand that when using the Sherpo Platform you will be exposed to User Content from a variety of sources and acknowledge that User Content may be inaccurate, offensive, indecent, or objectionable. You agree to waive and do waive, any legal or equitable right or remedy you have or may have against Sherpo, the Points, and their Affiliates with respect to User Content. If notified by a user or content owner that User Content allegedly does not conform to these Terms, we may investigate the allegation and determine in our sole discretion whether to remove the User Content, which we reserve the right to do at any time and without notice. For clarity, Sherpo does not permit copyright-infringing activities on the Sherpo Platform.
11.4.5. Sherpo, the Points, and their Affiliates do not control and do not have any obligation to monitor: (a) User Content; (b) any Content made available by third parties; or (c) the use of the Sherpo Platform by Sherpo’s other users. You acknowledge and agree that Sherpo reserves the right to, and may, from time to time, monitor all information transmitted or received through the Sherpo Platform for operational and other purposes. If at any time Sherpo chooses to monitor the content, Sherpo still assumes no responsibility or liability for the Content, or any loss or damage incurred because of the use of the Content. During monitoring, information may be examined, recorded, copied, and used in accordance with our Privacy Policy.
12.1. To the fullest extent permitted by law, in no event will the Sherpo entities, the Points, or their Affiliates be liable to you for any indirect, incidental, special, consequential, or punitive damages (including damages for loss of profits, goodwill, or any other intangible loss) arising out of or relating to your access to or use of, or your inability to access or use, the Sherpo Platform, the Services, or any materials or content made available by Sherpo. This includes damages whether based on warranty, contract, tort (including negligence), statute, or any other legal theory, and whether any Sherpo entity, Point, or any of their Affiliates have been informed of the possibility of damage. Except as provided in SECTION 6 and to the fullest extent permitted by law, the aggregate liability of the Sherpo entities to you for all claims arising out of or relating to the use of or any inability to use any portion of the services, or otherwise under these Terms, whether in contract, tort, or otherwise, is limited to the greater of: (a) the amount you have paid to Sherpo for access to and use of the Sherpo Platform in the twelve (12) months prior to the event or circumstance giving rise to the claim; or (b) €100 ($100, £100, or any other applicable currency).
12.2. Each provision of these Terms that provides for a limitation of liability, disclaimer of warranties, or exclusion of damages is intended to and does allocate the risks between the Parties under these Terms. This allocation is an essential element of the basis of the bargain between the Parties. Each of these provisions is severable and independent of all other provisions of these Terms. The limitations in this SECTION will apply even if any limited remedy fails for its essential purpose. Any claim for loss, mishandling, theft, or conversion of, or damage to, an Item shall be filed directly with Sherpo and not the Point or its Affiliates. You acknowledge and agree that your primary remedy for any loss, mishandling, theft, conversion of, or damage to the Item(s) stored is to file a claim with Sherpo as set forth in these Terms.
12.3. Sherpo shall only be liable for loss or damage you suffer directly from any breach of these Terms by us, or if we act negligently or fraudulently.
12.4. We shall not be liable for any loss or damage suffered by you under or in connection with a Storage Agreement or the acts or omissions of any Point.
12.5. If you are outside Italy and want to use the Website or Apps, we shall not be liable to you if the Sherpo Platform does not comply with any local laws.
12.6. You shall only be liable to us for loss or damage we suffer directly from any breach of these Terms by you, or if you act negligently or fraudulently.
13.1. To the maximum extent permitted by applicable law, you agree to release, defend (at Sherpo’s option), indemnify, and hold Sherpo (including Sherpo’s affiliates, and their personnel) harmless 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 (i) your breach of these Terms (including any additional terms, Policies or Standard that may apply; (ii) your improper use of the Sherpo Platform or the Services, (iii) your interaction with any Point 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 or use, (iv) your breach of any laws, regulations or third party rights such as intellectual property or privacy rights. The indemnification obligation only applies if and to the extent that the claims, liabilities, damages, losses, and expenses have been adequately caused by your culpable breach of contractual obligation.
13.2. To the fullest extent permitted by law, you are responsible for your use of the Sherpo Platform and Services, and you will defend and indemnify Sherpo and its officers, directors, employees, consultants, affiliates, subsidiaries and agents (together, the “Sherpo Entities”) and the Points and each of their officers, directors, employees, consultants, affiliates, subsidiaries and agents (together with the Sherpo Entities, the “Indemnitees”) from and against every claim brought by a third party, and any related liability, damage, loss, and expense, including reasonable attorneys’ fees and costs, arising out of or connected with: (a) your use of, or misuse of, the Sherpo Platform or the Services; (b) your violation of any portion of these Terms, any representation, warranty, or agreement referenced in these Terms, or any applicable law or regulation; (c) your violation of any third party right, including any intellectual property right or publicity, confidentiality, other property, or privacy right; or (d) any dispute or issue between you and any third party. The applicable Indemnitee(s) reserve the right, at their own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you (without limiting your indemnification obligations with respect to that matter), and in that case, you agree to cooperate with their defense of those claims.
14.1. These Terms are effective when you accept the Terms or first download, install, access, or use the Sherpo Platform and end when terminated as described in these Terms. The agreement between you and Sherpo reflected by these Terms remains in effect until either you or we terminate the agreement in accordance with these Terms.
You may terminate this agreement at any time by contacting us at [email protected].
We may terminate this agreement for any reason by giving you thirty (30) days’ notice via email or using any other contact information you have provided us.
We may also terminate this agreement immediately and without prior notice and stop providing access to the Sherpo Platform if (i) you materially breach these Terms, your authorization to access the Sherpo Platform or the Services; (ii) you violate applicable laws, or (iii) such action is necessary to protect the safety or property of Sherpo, Points or their staff, or third parties (for example in the case of fraudulent behavior).
14.2. Upon termination of these Terms: (a) your license rights will terminate and you must immediately cease all use of the Sherpo Platform and the Services; (b) you will no longer be authorized to access your account, the Sherpo Platform, or the Services; (c) you must pay Sherpo any unpaid amount that was due prior to termination; (d) all payment obligations accrued prior to termination and all other provisions of these Terms that, by their nature or express terms, should survive termination.
The Sherpo Platform is owned and operated by Sherpo. The visual interfaces, graphics, design, compilation, information, data, computer code (including source code or object code), products, software, services, and other elements of the Sherpo Platform and the Services (“Materials”) provided by Sherpo are protected by intellectual property and other laws. All Materials are the property of Sherpo or its third-party licensors. Except as expressly authorized by Sherpo, you may not make use of the Materials. Sherpo reserves all rights to the Materials not granted expressly in these Terms. You hereby release Points and their Affiliates from all claims related to the Sherpo Platform, the Services, or the Materials.
16.1. Communications. If you install an app provided by Sherpo on your mobile device, you agree to receive push notifications, which are messages an app sends you on your mobile device when the app is not on. You can turn off notifications by visiting your mobile device’s “settings” page. We may also send you emails concerning the Sherpo Platform and the Services. Please read our Privacy Policy to learn more about our communications practices. You agree that any notices, agreements, disclosures, or other communications that we send to you electronically will satisfy any legal communication requirements, including that those communications be in writing.
16.2. Prohibited Conduct. By using Sherpo Platform and the Services you represent and warrant to Sherpo, Points, and their Affiliates that you will not (a) use the Sherpo Platform and the Services for any illegal purpose or in violation of any applicable laws; (b) violate, or encourage others to violate, any right of a third party, including by infringing or misappropriating any third party intellectual property right; (c) interfere with security-related features of the Sherpo Platform including by (i) disabling or circumventing features that prevent or limit use or copying of any content, or (ii) reverse engineering or otherwise attempting to discover the source code of any portion of the Sherpo Platform except to the extent that the activity is expressly permitted by applicable law; (d) perform any fraudulent activity including impersonating any person or entity, claiming a false affiliation, accessing the Sherpo Platform or the Services without permission; (e) sell or otherwise transfer the access granted under these Terms or any Materials or any right or ability to view, access, or use any Materials; (f) collect content or information from any portion of the Sherpo Platform using automated means (including through the use of any robot, spider, site search/retrieval application, or other device or method to retrieve, index, “scrape,” or “data mine”); (g) use any content or information about businesses or users that is available on any portion of the Sherpo Platform to solicit business from those businesses or users; or attempt to do any of the acts described in this SECTION or assist or permit any person in engaging in any of the acts described in this SECTION and (h) behave in a violent or aggressive manner toward Sherpo and its employees, Points and their employees or their Affiliates.
16.3. Modifications of these Terms. Sherpo reserves the right to change these Terms from time to time. We will provide you with notice of the proposed changes by email thirty (30) days before the date they become effective. If the proposed changes to these Terms are material, you will be asked to explicitly accept the revised Terms. In case of (i) non-material changes to these Terms or (ii) changes that are required by law, a legally binding court decision, or binding order of a competent authority, your continued use of the Sherpo Platform after the effective date of the proposed changes will constitute acceptance of the revised Terms. Disputes arising under these Terms will be resolved in accordance with the version of these Terms that was in effect at the time the dispute arose.
16.4. Modifications of the Sherpo Platform or the Services. Sherpo reserves the right to modify or discontinue the Sherpo Platform or the Services at any time (including by limiting or discontinuing certain Services or features of the Services or the Sherpo Platform), temporarily or permanently, without notice to you. Sherpo, Points, and their Affiliates will have no liability for any change to the Sherpo Platform or the Services or any suspension or termination of your access to or use of the Services or the Sherpo Platform.
16.5. Disclaimers; No Warranties. The Sherpo Platform, the Services, and all Materials and content made available by Sherpo are provided “as is” and on an “as available” basis. Sherpo, the Points, and their Affiliates disclaim all warranties of any kind, whether express or implied, relating to the Sherpo Platform, the Services, and all materials and content available through the Sherpo Platform, and the Services, including (a) any implied warranty of merchantability, fitness for a particular purpose, title, quiet enjoyment, or non-infringement; and (b) any warranty arising out of the course of dealing, usage, or trade. Sherpo, Points, and their Affiliates do not warrant that the Sherpo Platform, the Services, or any materials or content made available by Sherpo, will be uninterrupted, secure, or free of errors, viruses, or other harmful components, and Sherpo, Points, and their Affiliates do not warrant that any of those issues will be corrected. No advice or information, whether oral or written, obtained by you from the Sherpo Platform, the Services or Sherpo entities, Points or their Affiliates, or any Materials or content made available by Sherpo will create any warranty regarding any of the Sherpo entities, Points, their Affiliates, the Sherpo Platform, or the Services that are not expressly stated in these Terms. We are not responsible for any damage that may result from your dealing with any other service user. You understand and agree that you use the Sherpo Platform and the Services at your own discretion and risk, and that, other than as set forth above with respect to Sherpo in SECTION 6 (the Sherpo Coverage ), Sherpo, the Points, and their Affiliates are not responsible for any damage to your property (including your computer system or mobile device used in connection with the Sherpo Platform and the Services) and are not obliged to retrieve your Content. The limitations, exclusions, and disclaimers in this SECTION apply to the fullest extent permitted by law. Sherpo does not disclaim any warranty or other right that Sherpo is prohibited from disclaiming under applicable law.
16.6. Third-Party Services and Linked Websites. Sherpo may provide tools through the Sherpo Platform that enable you to export information, including User Content, to third-party services. By using one of these tools, you agree that Sherpo may transfer that information to the applicable third-party service. Third-party services are not under Sherpo’s control, and, to the fullest extent permitted by law, Sherpo is not responsible for any third-party service’s use of your exported information. The Sherpo Platform may also contain links to third-party websites. Linked websites are not under Sherpo’s, the Point’s, or their Affiliates’ control, and Sherpo, the Points, and their Affiliates are not responsible for their content.
16.7. Third-Party Software. The Sherpo Platform may include or incorporate third-party software components that are generally available free of charge under licenses granting recipients broad rights to copy, modify, and distribute those components (“Third Party Components”). Although the Sherpo Platform is provided to you subject to these Terms, nothing in these Terms prevents, restricts, or is intended to prevent or restrict you from obtaining Third Party Components under the applicable third-party licenses or to limit your use of Third-Party Components under those third-party licenses.
16.8. Privacy Policy. We collect, use, and disclose information from or about you as described in our Privacy Policy. Additional privacy policies may apply, including from Points and third-service providers.
16.9. Additional Terms. Your use of the Sherpo Platform and the Services are subject to all additional terms, policies, rules, or guidelines applicable to the Sherpo Platform and Services that we may post on or link to from the Sherpo Platform.
16.10. Other Terms Incorporated by Reference. These Terms, together with the Privacy Policy and any other agreements expressly incorporated by reference into these Terms, are the entire and exclusive understanding and agreement between you and Sherpo regarding your use of the Sherpo Platform and the Services. All Additional Terms are incorporated by this reference into and made a part of these Terms.
16.11. Assignment. You may not assign or transfer these Terms or your rights under these Terms, in whole or in part, by operation of law or otherwise, without our prior written consent. We may assign these Terms at any time without notice or consent to Sherpo Affiliates or investors" if appropriate.
16.12. Interpreting these Terms. If any part of these Terms is held to be invalid or unenforceable, the unenforceable part will be given effect to the greatest extent possible, and the remaining parts will remain in full force and effect.
16.13. No waiver. The failure to require performance of any provision will not affect our right to require performance at any other time after that, nor will a waiver by us of any breach or default of these Terms, or any provision of these Terms, be a waiver of any subsequent breach or default or a waiver of the provision itself.
16.14. Apple Terms. If you access or download our application from the Apple App Store, you agree to Apple’s Licensed Application End User License Agreement.
16.15. Google Terms. If you access or download our application from the Google Play Store, you agree to Google Play’s Terms of Service.
For anything not expressly indicated, reference should be made and are all valid legal provisions under Italian law.
These Terms shall be governed by and construed in accordance with Italian Law.
For any dispute that may arise between the parties regarding the execution and/or interpretation of this Agreement, the Court of Milan shall have exclusive jurisdiction after a preliminary mediation procedure to be carried out before a conciliation body operating in Milan and third between the parties.
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