TERMS & CONDITIONS
These Terms and Conditions govern the use of the services offered by Palo Alto Direct (“Palo Alto Direct”) on its website and mobile application (the “Website”). These services and the Website together are referred to as the “Support.” Please read these Terms and Conditions and the Palo Alto Direct Privacy Policy (the “Privacy Policy”) carefully before using the Support. Your use of the Support constitutes your acceptance of and agreement to all of the terms and conditions in these Terms and Conditions and the Privacy Policy, and your representation that you are twenty-one (21) years of age or older. If you object to anything in these Terms and Conditions or the Privacy Policy, you are not permitted to use the Support. The Privacy Policy is incorporated by reference into these Terms and Conditions, and these Terms and Conditions and the Privacy Policy together are referred to as the “Agreement.”
Palo Alto Direct is an online platform connecting buyers and merchants. All transactions made on the Palo Alto Direct platform are between the buyer and the merchant. Palo Alto Direct sales are online sales and are processed as online transactions. You will receive an electronic receipt for your order. Palo Alto Direct does not take title for any items sold on the platform. Rather, title for each item you purchase will pass directly from the merchant to you, either in the merchant’s store at the point of sale if Palo Alto Direct arranges for delivery of the items, or at the delivery address if the merchant arranges for delivery of the items from the merchant’s warehouse or distribution center. Sales tax will be calculated at the time title passes to you. Palo Alto Direct may display estimated taxes on your purchase to you online during the Palo Alto Direct purchase process; however, your final receipt will display the final sales tax calculated. Each merchant is solely responsible for calculating and informing Palo Alto Direct how much sales tax to collect on each order. Palo Alto Direct will collect the instructed amount from you on behalf of the merchant and will remit those funds to the merchant.
In-store or in-warehouse prices and other applicable fees (such as taxes and other fees that the merchant charges, like bottle deposits and e-waste fees) may vary based on actual in-store or in-warehouse item prices and availability.
For example, items sold by weight may end up costing a little more or less than the price listed on Palo Alto Direct, depending on the exact weight and price of what’s chosen for you. Also, if something is out of stock, the substitutes you get may have prices different from your original items. Because these prices (and the associated taxes and other fees the merchant charges) may vary based on current in-store or in-warehouse item prices and availability, we may authorize your card for an estimated amount that includes a reasonable buffer to cover that variance. You’ll pay the in-store or in-warehouse price (and the associated taxes and other fees the merchant charges) for the items in your order, and the total will show on your final receipt. If the total exceeds the designated reasonable buffer for your order, then part or all of your order will be automatically declined and you may choose to resubmit the declined part of your order at the new price.
Items are purchased from individual stores as listed in your cart and your order history. The shipping & service fee is not a tip. All service fees are paid to Palo Alto Direct.
By using Palo Alto Direct you agree to allow Palo Alto Direct to charge the credit card on file and/or debit funds directly from the bank account you have set up on our App. If your primary method of payment is credit card and the credit card fails, the second credit card will be charged immediately. If your primary method of payment is ACH bank transfer and the ACH bank transfer fails, then your credit card will be charged immediately – this includes the credit card processing fee of 3%. Neither Palo Alto Direct nor its vendors on the platform offer credit and therefore payment is due upon delivery of the order.
RETURNS / REFUNDS
If you wish to return an item from an order you must notify the driver at the time of delivery of that order. All returns of merchandise are subject to the return policy of the Vendors on the platform from which you ordered. All product must be in the original packaging and must be in a re-sellable format in order to be refunded. Refunds will be issued in the same form as payment. If product is removed from the original packaging or the original packaging is damaged we cannot return the product nor issue a refund. All perishable items must be returned within 24 hours of the original delivery date or we cannot return the product nor issue a refund. All non perishable product must be returned within 7 days of the original delivery date.
CANCELLATION
If the customer cancels an order the day of delivery, they will be charged a $100.00 cancellation fee. If the customer cancels an order the day of pick-up, they will be charged a $15.00 cancellation fee.
UNPAID INVOICES
If you order and do not pay your invoice (this includes when your credit card fails or ACH fails due to insufficient funds) you will need to pay the amount of the invoice before you can make additional purchases.
CREDIT EXPIRATION
Credits issued by Palo Alto Direct will be valid to apply for future orders up to 60 days from the date the credit was issued. Following the expiration date, the credit will fully expire and the customer will not be eligible to apply the expired credit to any future order.
ORDER RELEASE CONSENT
Customer acknowledges and agrees that by approving Palo Alto Direct to release their order when no one is present, Palo Alto Direct will make one delivery attempt and will not obtain a signature upon delivery. The Palo Alto Direct delivery record will be conclusive proof of delivery. Customer acknowledges and agrees to release Palo Alto Direct from all liability for any loss or damage that may result from delivering the order when no one is present according to the Customer’s approval.
RE-DELIVERY FEE
The customer will be charged a $50.00 re-delivery fee if they are not present at the delivery location during their selected delivery window and do not have a signed release consent form leading to a delay of more than 10 minutes or redelivery later that day.
ORDER REFUSAL, CANCELLATION, REDILEVERY AND AUTO -SHIP POLICY
The customer may refuse an item without being charged or credited/refunded for it if Palo Alto Direct confirms shipping the wrong item and/or if the item was damaged prior to delivery. If the customer orders the wrong item, changes their mind and refuses the item they will be fully charged for it.
A customer must select a delivery date prior to expired shelf-life of the JIT item they selected. If they fail to do so, Palo Alto Direct will auto-ship the item.
When does Palo Alto Direct auto-ship the JIT items to the customer?
• Perishable (≤14 days of shelf life): Shipped to the customer within 2 calendar days of arrival to the Fulfillment Center
• Non-short shelf life (>14 days): Shipped to the customer within 5 days of arrival to the FC
The customer will incur regular delivery fees associated with the auto-shipped order based on their membership status and $ value of items purchased within that order. If the customer is not present at delivery location and does not have a signed release consent form, resulting in delay of more than 10 minutes or second attempt later that day, the customer will be charged a $50 redelivery fee. If the order is fully canceled, the customer will be charged a $100 cancelation fee on top of the JIT item price.
RELEASE
YOU AGREE THAT NEITHER Palo Alto Direct NOR ITS AFFILIATES OR LICENSORS IS RESPONSIBLE FOR ANY ERRORS, MISTAKES OR OMISSIONS RESULTING FROM OUR SERVICE. IN THE EVENT YOU HAVE A DISPUTE RESULTING FROM OUR SERVICE, YOU HEREBY RELEASE Palo Alto Direct AND ITS OFFICERS, DIRECTORS, EMPLOYEES, SUBSIDIARIES, AFFILIATES, AGENTS AND REPRESENTATIVES FROM ANY AND ALL CLAIMS, LIABILITIES, COSTS, INCLUDING WITHOUT LIMITATION ATTORNEY’S FEES, LOSS OR DAMAGE OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, ARISING OUT OF OR IN ANY WAY CONNECTED WITH SUCH DISPUTES.
TRANSACTIONS INVOLVING ALCOHOLIC BEVERAGES
Alcoholic beverages may only be purchased by businesses with current and updated Alcohol Licenses, including without limitation Customers, who are at least twenty-one (21) years old (“Legal Age”). If you are a Customer, you expressly represent and warrant that: (i) you have a valid Alcoholic Beverage License; and (ii) you will provide bona fide identification showing your Legal Age to your Personal Shopper upon delivery to you pursuant to the Shopper Services of any Supplies that include Alcoholic Beverages.
Palo Alto Direct does not charge any fee with respect to Alcoholic Beverages or Customer’s purchase of Alcoholic Beverages from retailers. When Customer places an order for Alcoholic Beverages using the Website (“Alcoholic Beverage Order”), such Alcoholic Beverage Order will be either accepted or rejected by the retailer to whom the Alcoholic Beverage Order was placed (“Merchant”). Palo Alto Direct does not have any authority to accept Customer’s Alcoholic Beverage Order, and no sale pursuant to Customer’s Alcoholic Beverage Order will become final unless and until Merchant accepts Customer’s Alcoholic Beverage Order. For any Alcoholic Beverage Order accepted by Seller (such accepted sale an “Alcoholic Beverage Purchase”), Customer’s credit card shall be charged, and that portion of the funds from Customer’s credit card payment that relates to the Alcoholic Beverage Purchase shall be deposited into an account for the benefit of Seller in compliance with applicable alcoholic beverage laws.
APIS AND THIRD PARTIES
Customer acknowledges and agrees that the Services operate on or with or using application programming interfaces (APIs) and/or other services operated or provided by third parties (“Third Party Services”). Palo Alto Direct is not responsible for the operation of any Third Party Services nor the availability or operation of the APIs or interfaces to Third Party Services. Customer acknowledges and agrees that Palo Alto Direct’s Support relies on or inter-operates with Third Party Services, and any such interactions are solely between the Customer and the operator of such Third Party Services.
Palo Alto Direct does not guarantee the availability of any Third Party Services and is not responsible for any downtime or failure of Third Party Services. Furthermore, Palo Alto Direct does not assume and will not have any liability or responsibility to Customers or any other third party for any Third Party Services.
USER CONDUCT
You agree to comply with all applicable laws when using the Support and you may only use the Support for lawful purposes. You agree not to:
1. Impersonate any person or entity, or otherwise misrepresent your affiliation with a person or entity.
2. Access or use the Support in any manner that could damage, disable, overburden, or impair any Palo Alto Direct server or the networks connected to any Palo Alto Direct server.
3. Disrupt or interfere with the security of, or otherwise cause harm to, the Support, systems resources, accounts, passwords, servers or networks connected to or accessible through the Support or any affiliated or linked sites.
DISCLAIMER
THE SUPPORT IS PROVIDED “AS IS” AND “AS AVAILABLE.” PALO ALTO DIRECT EXPRESSLY DISCLAIMS ANY WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. PALO ALTO DIRECT MAKES NO WARRANTY THAT THE SUPPORT WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS.
LIMITATION OF LIABILITY
IN NO EVENT SHALL PALO ALTO DIRECT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS OR REVENUES, WHETHER INCURRED DIRECTLY OR INDIRECTLY, OR ANY LOSS OF DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES, RESULTING FROM (I) YOUR USE OR INABILITY TO USE THE SUPPORT; (II) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SERVERS AND/OR ANY PERSONAL INFORMATION STORED THEREIN; (III) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SUPPORT; (IV) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE THAT MAY BE TRANSMITTED TO OR THROUGH OUR SUPPORT BY ANY THIRD PARTY; (V) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE INCURRED AS A RESULT OF YOUR USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE THROUGH THE SUPPORT; AND/OR (VI) THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY.
INDEMNIFICATION
You agree to defend, indemnify and hold harmless Palo Alto Direct and its officers, directors, employees, agents and affiliates (each, an “Indemnified Party”), from and against any losses, claims, actions, costs, damages, penalties, fines and expenses, including without limitation attorneys’ fees and expenses, that may be incurred by an Indemnified Party arising out of, relating to or resulting from your unauthorized use of the Website or from any breach by you of these Terms and Conditions, including without limitation any actual or alleged violation of any federal, state or local statute, ordinance, administrative order, rule or regulation. Palo Alto Direct shall provide notice to you promptly of any such claim, suit or proceeding and shall have the right to control the defense of such action, at your expense, in defending any such claim, suit or proceeding.
TERMINATION
Palo Alto Direct reserves the right, in its sole discretion, to terminate your access to all or part of the Support, with or without notice and for any reason, including, without limitation, if Palo Alto Direct believes that you have violated or acted inconsistently with the letter or spirit of these Terms and Conditions. You agree that any termination of your access to the Support under any provision of these Terms and Conditions may be effected without prior notice, and acknowledge and agree that Palo Alto Direct may immediately deactivate or delete your account and all related information and files in your account and/or bar any further access to such files or the Support. Further, you agree that Palo Alto Direct shall not be liable to you or any third party for any termination of your access to the Support.
GOVERNING LAW
These Terms and Conditions and any separate agreements whereby we provide you Support shall be governed by and construed in accordance with the laws of the state in which Palo Alto Direct is headquartered, without regard to its conflict of law principles.
CHANGES TO TERMS AND CONDITIONS
Palo Alto Direct reserves the right, at its sole discretion, to change, modify, add or remove portions of these Terms and Conditions at any time. It is your responsibility to check these Terms and Conditions periodically for changes. Your continued use of the Support following the posting of changes will mean that you accept and agree to the changes. As long as you comply with these Terms and Conditions, Palo Alto Direct grants you a personal, non-exclusive, non-transferable, limited privilege to enter and use the Website.
CONTACT INFORMATION
If you have any questions about these Terms and Conditions, please contact us at:
Palo Alto Direct
5675 Sunol Blvd.
Pleasanton, CA 94566
510-456-2420
