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SHOUP INC. – TERMS OF SERVICE

Last Updated: Nov 14, 2018

Welcome, and thank you for your interest in Shoup Inc. (“Shoup,” “We,” or “Us”). These terms of service (“Terms”) establish the terms and conditions that apply to you when you use the Services (as defined below). Our Services include the website at https://parkade.com (the “Site”).

BY USING THE SERVICES OR BY CLICKING “I AGREE” YOU INDICATE YOUR ACCEPTANCE OF THESE TERMS AND YOUR AGREEMENT TO BE BOUND BY THESE TERMS, OUR PRIVACY NOTICE, AND ALL APPLICABLE LAWS AND REGULATIONS. YOU ARE NOT PERMITTED TO USE THE SERVICES OR THE SITE IF YOU DO NOT AGREE TO THESE TERMS. THESE TERMS CAN BE CHANGED, MODIFIED, SUPPLEMENTED, AND/OR UPDATED BY SHOUP AT ANY TIME; PROVIDED THAT WE WILL PROVIDE YOU WITH PRIOR NOTICE OF ANY MATERIAL CHANGES. YOUR CONTINUED USE OF THE SERVICES AFTER THE MODIFICATION OF THESE TERMS MEANS THAT YOU ACCEPT ALL SUCH CHANGES. ACCORDINGLY, YOU ARE ADVISED TO CONSULT THESE TERMS EACH TIME YOU ACCESS THE SERVICES IN ORDER TO VIEW ANY CHANGES TO THESE TERMS. THESE TERMS WERE LAST MODIFIED AS OF THE DATE INDICATED ABOVE.

AS DESCRIBED BELOW, THESE TERMS PROVIDE FOR THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR CLASS ACTIONS, AND ALSO LIMITS THE REMEDIES AVAILABLE TO YOU IN THE EVENT OF A DISPUTE. YOU CAN OPT-OUT OF THIS AGREEMENT TO ARBITRATE BY CONTACTING HELLO@PARKADE.COM WITHIN 30 DAYS OF FIRST ACCEPTING THESE TERMS AND STATING THAT YOU (INCLUDE YOUR FIRST AND LAST NAME) DECLINE THIS ARBITRATION AGREEMENT.

  • Use of the Services

    1. The “Services” collectively refers to Shoup’s website, mobile application, and any other online services offered by Shoup, its affiliates, or subsidiaries, as each may be updated, relocated, or otherwise modified from time to time, and all intellectual property contained therein. The Services provides a platform which enables individuals who own or have the right to use a parking spot in a particular closed community (e.g., residential building/community, office building, etc.) (“Parking Spot Owners”) to (i) connect with other members of such closed community who have a need for a parking spot in that community (“Parking Spot Seekers”), and (ii) share their parking spot(s) with such Parking Spot Seekers when their parking spot(s) are not in use.  Any person who accesses or uses the Services, whether as a Parking Spot Owner or a Parking Spot Seeker, on his or her own behalf or on behalf of any third party, will be referred to herein as a “User.”

    2. To access certain features of the Services, you may be required to register for an account. If you register for an account, you may be required to provide us with some information about yourself, such as your name, email address, and mobile number. You agree that the information you provide to us is accurate and that you will keep it accurate and up-to-date at all times. When you register, you will be asked to provide a password. Your Shoup account is personal to you, and your account and any related benefits, including discount codes or similar benefits may not be shared with third parties, including other Users. You may not use the Shoup Services for commercial purposes apart from the Services. To use the Services, you must have access to the internet.

    3. Please review our Privacy Notice, which governs Shoup’s practices with respect to the collection and use of your personal information.

    4. To access certain features of the Services, you may be required to register for an account. If you register for an account, you may be required to provide us with some information about yourself, such as your name, email address, and mobile number. You agree that the information you provide to us is accurate and that you will keep it accurate and up-to-date at all times. When you register, you will be asked to provide a password. Your Shoup account is personal to you, and your account and any related benefits, including discount codes or similar benefits may not be shared with third parties, including other Users. You may not use the Shoup Services for commercial purposes apart from the Services. To use the Services, you must have access to the internet.

  • Registration, Accounts, Passwords, and Security

    1. Users. In order to become a User, you may be required to complete the registration process by providing Shoup with current, complete and accurate information, as prompted by the applicable registration form.

    2. Accuracy of Information. You acknowledge that in the event you provide any information to Shoup which is untrue, inaccurate, not current or incomplete, Shoup may terminate these Terms and your continued access and use of the Services.

    3. Eligibility.

      1. You represent and warrant that you are at least 18 years of age and that you have not been previously suspended or removed from the Service or, if you are under 18 years of age, that you are at least 15 years of age and have permission to use the Service from your parent or guardian who has read and agreed to these Terms on your behalf. THE SERVICE IS NOT FOR PERSONS UNDER THE AGE OF 18 OR ANY USERS PREVIOUSLY SUSPENDED OR REMOVED FROM THE SERVICE BY SHOUP. IF YOU ARE UNDER 18 YEARS OF AGE, PLEASE DO NOT USE OR ACCESS THE SERVICE AT ANY TIME OR IN ANY MANNER.

      2. If you are using the Services on behalf of an individual, company, entity, or organization (each, an “Organization”), you represent and warrant that (A) you are an authorized representative of such Organization with the authority to bind such Organization to these Terms, (B) agree to be bound by these Terms on behalf of such Organization, and (C) your Organization meets the eligibility requirements for the Services, as set forth in these Terms. Further, you will be solely responsible for ensuring your Organization complies with these Terms.

    4. Credentials. As part of the registration process, you may be asked to select a username and password (your “Credentials”). You are entirely responsible for maintaining the security and confidentiality of your account and password. You agree to notify Shoup immediately of any unauthorized use of your account or any other breach of security. To notify us, contact us at hello@parkade.com. You are responsible for all use of the Services occurring under your user name and all content posted in your profile or with your account elsewhere on the Services. You are responsible for keeping your password confidential and for notifying us if your password has been hacked or stolen. Shoup will not be liable for any loss that you may incur as a result of someone else using your password or account, either with or without your knowledge. You may be held liable for any losses incurred by Shoup or another party due to someone else using your account or password. You agree to indemnify, defend, and hold harmless the Shoup Parties (as defined below) from and against any claims, losses, damages, and other harm arising in connection with the unauthorized use (including without limitation any use by a person or entity other than you, and any use not expressly permitted by these Terms) of your Credentials.

  • Parking Spot Listings.

    1. When creating a parking spot listing (“Listing”) on the Services, Parking Spot Owners must (i) provide complete and accurate information about the parking spot (such as specific location and availability timeslots), (ii) disclose any deficiencies, restrictions and requirements that apply; and (iii) provide any other pertinent information (e.g., EV status of parking spot or vehicle to be parked, size of parking spot or vehicle to be parked). Parking Spot Owners are responsible for keeping Listings (including calendar availability) up-to-date at all times.  Parking Spot Seekers acknowledge and agree that Shoup does not independently verify the content of Listings.

    2. Parking Spot Owners represent and warrant that any Listing they post and sharing of such  parking spot, will (i) not breach any agreements entered into with any third parties, such as homeowners association, condominium, employer policies, or other agreements, and (ii) comply with all applicable laws (such as zoning laws), and other rules and regulations (including having all required permits, licenses and registrations).

    3. The placement and ranking of Listings in search results on the Services may vary and depend on a variety of factors, such as Parking Spot Seekers’ search parameters and preferences, price and calendar availability, reviews, ratings, etc.

    4. When a Parking Spot Owner accepts or has pre-approved a booking request by a Parking Spot Seeker, the Parking Spot Owner enters into a legally binding agreement with the Parking Spot Seeker and is required to provide the agreed upon parking spot to the Parking Spot Seeker as described in the Listing when the booking request was made. You also agree to pay the applicable Service Fee and any applicable taxes, which will be collected pursuant to Section 4.

  • Fees and Payment Terms.

    1. When Parking Spot Seekers and Parking Spot Owners make, receive, or accept a booking through the Services, they are contracting only with each other, and Shoup is not a party to that transaction. Notwithstanding, Parking Spot Owners agree to appoint Shoup as their payment collection agent for the limited purpose of collecting payments from Parking Spot Seekers on their behalf.

    2. All payments made via the Services will be processed by Shoup’s third party payment processor, Stripe, Inc. (“Stripe”). Stripe handles any information you provide to them in accordance with their privacy policy which can be found at: https://stripe.com/us/privacy. By using the Services to make payments to other Shoup Users, you consent to Shoup providing payment information to Stripe in order to provide the Services to you and acknowledge that you have read and agree to the terms of Stripe’s privacy policy and terms of service.  All fees listed on the Services are in US Dollars. For any payment you authorize via the Services, Shoup will charge the payment method you specify at the time of purchase.

    3. Each Parking Spot Owner agrees that a payment made by a Parking Spot Seeker via the Services shall be considered the same as a payment made directly to the Parking Spot Owner, and that the Parking Spot Owner will make the parking spot available to the Parking Spot Seeker in the agreed-upon manner as if the Parking Spot Owner has received the payment. Each Parking Spot Owner understands that Shoup accepts payments from Parking Spot Seekers as the Parking Spot Owner’s limited payment collection agent and that Shoup’s obligation to pay the Parking Spot Owner is subject to and conditional upon (i) successful receipt of the associated payments from Parking Spot Seekers, and (ii) Shoup’s confirmation that the Parking Spot Owner has made the parking spot available in accordance with the agreed upon booking. Shoup does not guarantee payments to Parking Spot Owners for amounts that have not been successfully received by Shoup from Parking Spot Seekers, or in the event Shoup determines a payment should be returned to a Parking Spot Seeker due to the Parking Spot Owner not making the parking spot available at the agreed day, time, and location.

    4. In accepting appointment as the limited collection agent of the Parking Spot Owner, Shoup assumes no liability for any acts or omissions of the Parking Spot Owner. Parking Spot Owners understand and agree that they are responsible for determining any applicable tax reporting requirements and agree to pay any taxes applicable to the fees they collect via the Services.

    5. Parking Fees” are the fees payable by a Parking Spot Seeker for use of a parking spot provided by a Parking Spot Owner. The Parking Spot Owner, and not Shoup, is solely responsible for setting his or her owner Parking Fees. Parking Spot Seekers will see and will have to agree to applicable Parking Fees before booking a Listing.

    6. Independent of the Parking Fees, Shoup charges Parking Spot Owners a service fee for use of the Services, which may include third party fees as well (e.g., fees charged by applicable government entities, the building/property owner, etc.) (“Service Fee”). The Service Fee will be specified via the Services.  Parking Spot Owners authorize Shoup to deduct the Service Fee from the applicable Parking Fees before issuing a payout to the Parking Spot Owner. Where applicable, taxes may also be charged in respect to the Service Fee.

    7. Except as otherwise provided in a Listing’s cancellation policy, Service Fees are non-refundable. We reserve the right to modify or charge additional Service Fees at any time, and if we do so, we will give you prior notice via email or the Services. Parking Spot Seekers agree to pay applicable Parking Fees and any applicable taxes for any booking confirmed in connection with their Shoup account.

    8. Parking Spot Seekers acknowledge and agree that Shoup acts as the Parking Spot Owner’s payment collection agent for the limited purpose of accepting payments from you on behalf of the Parking Spot Owner. Upon your payment of the Parking Fees (and applicable taxes) to Shoup, your payment obligation to the Parking Spot Owner for the Experience is extinguished, and Shoup is responsible for remitting the payment (less the Service Fee and applicable taxes). In the event that Shoup does not remit any such amounts as described in these Terms, such Parking Spot Owner will have recourse only against Shoup. Shoup will initiate payment of the Parking Fees (less the Service Fee) to the Parking Spot Owner upon confirmed completion of the booked Listing (except to the extent that a refund is due to the Parking Spot Seeker).

  • Your Responsibilities. You may use the Services solely for lawful purposes, as intended through the provided functionality of the Services. You may not use the Services in any manner that could damage, disable, overburden, or impair our servers or networks, or interfere with any other party’s use and enjoyment of the Services. You may not attempt to gain unauthorized access to the Services, user accounts, or computer systems or networks, through hacking, password mining or any other means. Without limiting any of the foregoing, you expressly agree that you will not (and you agree not to allow or assist any third party to):

    1. modify, alter, reproduce, or distribute the Services;

    2. rent, lease, lend, sell, redistribute, or sublicense the Services;

    3. copy, decompile, reverse engineer, disassemble, attempt to derive the source code of, modify, or create derivative works of any portion of the Services, any updates, or any part thereof (except as and only to the extent any foregoing restriction is prohibited by applicable law or the terms of any Third Party Service (as defined below));

    4. attempt to disable or circumvent any security or other technological measure designed to protect the Services or any content available through the Services;

    5. remove or alter any copyright, trademark or other proprietary rights notices contained in or on the Services or in or on any content or other material obtained through the Services or the use of the Services;

    6. use any robot, spider, screen or database scraper, site search or retrieval application, or other automated device, process or means to access, retrieve or index any portion of the Services;

    7. probe, scan, or test the vulnerability of any system or network or breach any security or authentication measures;

    8. reformat, mirror, or frame any portion of the web pages that are part of the Services;

    9. post or transmit (i) any content or information that is unlawful, fraudulent, threatening, abusive, libelous, defamatory, obscene or otherwise objectionable, contains offensive language (e.g., words that are customarily considered “curse words”), or nudity, (ii) any material, non-public information about individuals or companies without the authorization to do so, (iii) any trade secret of any third party, and/or (iv) any advertisements, solicitations, chain letters, pyramid schemes, investment opportunities, or other unsolicited commercial communication (except as otherwise expressly permitted by us), or engage in spamming or flooding;

    10. transmit any software or other materials that contain any virus, worm, time bomb, Trojan horse, or other harmful or disruptive component; use any robot, spider, site search/retrieval application, or other manual or automatic device or process to retrieve, index, “data mine”, or in any way reproduce or circumvent the navigational structure or presentation of the Services or its contents;

    11. harvest or collect information about other users without their prior written consent;

    12. otherwise engage in activities that could violate the privacy rights of others;

    13. harass, abuse, harm or advocate or incite harassment, abuse or harm of another person or group, including Shoup employees and other Users;

    14. create a new account with Shoup, without Shoup’s express written consent, if Shoup previously disabled an account of yours;

    15. use the information in the Services to circumvent the Services (e.g., to contract for use of a parking spot found via the Services outside of the Services, to use an open parking spot without paying the Parking Spot Owner via the Services, etc.);

    16. fail to honor a booked Listing, use a booked parking spot for purposes other than car storage, live in a vehicle while parked in a parking spot booked via the Services, damage neighboring cars, the parking spot, or the physical garage, perform any car maintenance services in a booked parking spot without prior consent of the Parking Spot Owner and parking lot owner;

    17. violate any applicable federal, state or local laws, regulations or these Terms; nor

    18. use or access the Services to build a competing service.

    We may take any legal action and implement any technical remedies to prevent the violation of these provisions and to enforce these Terms.

  • Consent to Electronic Communications and Text Messaging

    1. Consent to Electronic Communications. By using the Services or providing Personal Information (as defined in the Privacy Notice) to us, you agree that we may communicate with you electronically regarding security, privacy, and administrative issues relating to your use of the Services. If we learn of a security system’s breach, we may attempt to notify you electronically by posting a notice on the Services or sending an email to you, if we have your email address. You may have a legal right to receive this notice in writing. To receive free written notice of a security breach (or to withdraw your consent from receiving electronic notice), please write to us at hello@parkade.com.

    2. SMS Text Messages and Push Notifications. Shoup may send you SMS text messages and push notifications (“Messages and Notifications”) in order to keep you informed about the Services. By using the Services, you agree to receive Messages and Notifications regarding your use of the Services. SMS text messages are for informational purposes only. While Messages and Notifications are intended to enhance your use of the Services, you may (i) disable push notifications on your device, and/or (ii) reply “STOP” to remove yourself from our text message database. Depending on your current carrier plan, you may incur charges for these Messages and Notifications and agree you will not hold, nor participate in any action which seeks to hold, Shoup liable for any charges incurred. You acknowledge that any terms between you and any third-party provider (such as, for example, Apple®, Android™, or Verizon) create no obligation or responsibility on the part of Shoup, and that Shoup is not responsible for any failure of warranty by any such third party. Shoup cannot control certain factors relating to message delivery. You acknowledge that, depending on your mobile carrier’s service, it may not be possible to transmit a text message to you successfully. We have no liability for transmission delays or message failures.

  • User Content

    1. User Content Generally. Certain features of the Services permit Users to upload content to the Services, including comments, photos, video, images, data, text, your likeness, and other types of works (“User Content“) and to publish User Content on the Services. You retain copyright and any other proprietary rights that you may hold in the User Content that you post to the Services. You hereby consent to Shoup’s access, use, and processing of your User Content for the purpose of providing Services.

    2. Limited License Grant to Fountain. By posting or publishing User Content, you grant Shoup a worldwide, perpetual, non-exclusive, transferable, royalty-free, fully paid right and license (with the right to sublicense) to host, store, transfer, display, perform, reproduce, create derivative works of, modify for the purpose of formatting for display, and distribute your User Content, in whole or in part, in any and all media or distribution methods (now known or later developed) (i) in accordance with the settings on your account and the features of the Services you elect to utilize and (ii) to share your User Content with the building/property owner of the location where parking spots are located.  Shoup may use that User Content for other purposes in the course of its business operations, provided that it does not specifically identify you as the source of that User Content.

    3. Limited License Grant to Other Users. By posting or sharing User Content with other Users of the Services, 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 Services.  You further acknowledge and agree that Shoup will not generally perform any editorial functions whatsoever on User Content, and will not be responsible for the actions of other Users or third parties that post User Content or make use of the User Content you upload to the Services.

    4. Usage Data.  You agree that Shoup may collect and use technical data and related information, including, but not limited to, UDID, and other technical information about your device, system and application software, and peripherals, that is gathered periodically to facilitate the provision of software updates, product support, and other services to you (if any) related to the Services, and to track and report your activity inside of the Services, including for analytics purposes. Please see the Privacy Notice (https://parkade.com/privacy-policy) for more details regarding the information Shoup collects, and how it uses and discloses that information.

    5. Restrictions; Data Retention. You agree that Shoup will have no responsibility or liability with respect to any User Content that is processed, transmitted, disclosed, or stored in connection with the Services. Shoup is not responsible for performing, and is not liable for any failure to perform, any back-up of any User Content provided, processed, or stored in or through the Services. Shoup recommends that you perform regular exports and back-ups of your User Content.

    6. User Content Representations and Warranties. You are solely responsible for your User Content and the consequences of posting or publishing User Content. By posting or publishing User Content, you affirm, represent, and warrant that:

      1. you are the creator and owner of the User Content, or have the necessary licenses, rights, consents, and permissions to authorize Shoup and other Users of the Services to use and distribute your User Content as necessary to exercise the licenses granted by you in this section, in the manner contemplated by Shoup, the Services, and these Terms; and

      2. Your User Content, and the use of your User Content as contemplated by these Terms, does not and will not: (A) 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; (B) slander, defame, libel, or invade the right of privacy, publicity or other property rights of any other person or organization; or (C) cause Shoup to violate any law or regulation.

    7. User Content Disclaimer. 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. Shoup may, however, at any time and without prior notice, remove or block any User Content that we have reason to believe, in our sole judgment, violates these Terms, violates applicable law, or is otherwise objectionable. You understand that when using the Services 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 Shoup with respect to User Content. We expressly disclaim any and all liability in connection with 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, Shoup does not permit copyright-infringing activities on the Services.

    8. Publicity. If you are an entity or organization, you agree that Shoup may list your entity or organization as a customer of Shoup and use your entity or organization name and logo for marketing or promotional purposes and in other communication with existing or potential Shoup customers, resellers, or investors. You may revoke this consent at any time by sending an email to hello@parkade.com.

  • Contests Shoup may provide contests on the Services. The rules, regulations, and procedures governing such contests (“Contest Rules”) will be accessible through a hypertext link displayed on the web page where the contest or game may be located. By entering or participating in any of our contests or games, you agree to be subject to those rules, regulations and procedures as well as the terms and conditions of these Terms. In the event of a conflict between any Contest Rules and these Terms, the applicable Contest Rules will govern.

  • Term and Termination

    1. Term. The term of these Terms (the “Term”) will commence on the date on which you first access or utilize the Services in any way (the “Effective Date”) and will continue so long as you continue to access or utilize the Services; provided that Shoup reserves the right to take whatever lawful actions it may deem appropriate in response to actual or suspected violations of these Terms including, without limitation, the suspension or termination of the user’s access and/or account, or blocking the user from access to the Services. Shoup may cooperate with legal authorities and/or third parties in the investigation of any suspected or alleged crime or civil wrong. Except as may be expressly limited by the Privacy Notice, Shoup reserves the right at all times to disclose any information as Shoup deems necessary to satisfy any applicable law, regulation, legal process or governmental request, or to edit, refuse to post, or to remove any information or materials, in whole or in part, in Shoup’s sole discretion.

    2. Effect of Termination. The following Sections of these Terms will survive termination or expiration of the Agreement: 1.d, 2.c, 0, 7, 9.b, 10, 11 – 15, 17 – 26.

  • Ownership. You acknowledge and agree that: (i) the Services, including, without limitation, any content, modifications, enhancements and updates, and any originals and copies thereof, in whole or in part, and all intellectual property rights therein (collectively, “Proprietary Information”), is owned by Shoup and its licensors, as applicable; (ii) the Proprietary Information contains valuable copyrighted and proprietary material of Shoup; (iii) the Proprietary Information is licensed, rather than sold, to you pursuant to these Terms; and (iv) you have no rights in the Proprietary Information, other than the rights and licenses specifically granted to you pursuant to these Terms.

  • Disclaimer of Warranty

    1. TO THE FULLEST EXTENT PERMITTED BY LAW, THE SERVICES IS PROVIDED “AS IS” WITH ALL FAULTS, AND THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY, SAFETY, AND EFFORT IS WITH YOU. YOU ACKNOWLEDGE THAT, BECAUSE OF THE NATURE OF THE INTERNET, MOBILE NETWORKS, AND THE DEVICES WHICH ACCESS THE INTERNET AND/OR MOBILE NETWORKS, THE SERVICES MAY NOT BE ACCESSIBLE WHEN NEEDED, AND THAT INFORMATION, DATA, AUDIO AND VIDEO TRANSMITTED OVER THE INTERNET AND/OR MOBILE NETWORKS MAY BE SUBJECT TO INTERRUPTION OR THIRD PARTY INTERCEPTION AND MODIFICATION. TO THE FULLEST EXTENT PERMITTED BY LAW, SHOUP DISCLAIMS ANY AND ALL WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT, SAFETY, NON-INFRINGEMENT, ACCURACY OF INFORMATIONAL CONTENT, ABSENCE OF VIRUSES AND DAMAGING OR DISABLING CODE, TAX-EXEMPT STATUS, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OR TRADE. TO THE FULLEST EXTENT PERMITTED BY LAW, NONE OF SHOUP, SHOUP’S AFFILIATES, EMPLOYEES, AGENTS, CONTRACTORS, REPRESENTATIVES, CONTENT PROVIDERS, OR SERVICE PROVIDERS, AND NONE OF THE OWNERS OR LESSORS OF THE PARKING LOTS OR PARKING GARAGES THAT SUPPLY THE PARKING SPOTS, OR THEIR AFFILIATES, EMPLOYEES, AGENTS, CONTRACTORS, REPRESENTATIVES (COLLECTIVELY, THE “SHOUP PARTIES”) WARRANT THE ACCURACY, COMPLETENESS, OR TIMELINESS OF THE SERVICES. THE SHOUP PARTIES CANNOT AND DOES NOT ASSUME ANY RESPONSIBILITY FOR ANY LOSS, DAMAGES, OR LIABILITIES ARISING FROM THE FAILURE OF ANY TELECOMMUNICATIONS INFRASTRUCTURE, OR THE INTERNET OR FOR YOUR MISUSE OF ANY OF CONTENT AND INFORMATION ACCESSED THROUGH THE SERVICES. YOU EXPRESSLY AGREE THAT YOUR USE OF THE SERVICES AND YOUR RELIANCE UPON ANY OF THE RESPECTIVE CONTENT IS AT YOUR SOLE RISK.

    2. YOU ARE SOLELY RESPONSIBLE FOR ALL OF YOUR COMMUNICATIONS THROUGH, AND INTERACTIONS ARRANGED THROUGH, THE SERVICES. YOU UNDERSTAND THAT THE SHOUP PARTIES DO NOT MAKE ANY ATTEMPT TO VERIFY THE STATEMENTS OF USERS OF THE SERVICES AND HAVE NO OBLIGATION TO REVIEW OR VET ANY LISTINGS, PARKING SPOTS, PARKING SPOT OWNERS, PARKING SPOT SEEKERS, OR OTHER THIRD PARTIES WITH WHOM YOU MAY INTERACT IN CONNECTION WITH THE SERVICES. THE SHOUP PARTIES MAKE NO REPRESENTATIONS OR WARRANTIES AS TO THE CONDUCT OF SHOUP USERS OR OF QUALITY AND SAFETY OF PARKING SPOTS. NOTWITHSTANDING SHOUP’S APPOINTMENT AS THE COLLECTION AGENT OF THE THIRD PARTY PARKING SPOT OWNER FOR THE LIMITED PURPOSE OF COLLECTING PAYMENTS FROM PARKING SPOT SEEKERS ON BEHALF OF PARKING SPOT OWNERS, SHOUP EXPLICITLY DISCLAIMS ALL LIABILITY FOR ANY ACT OR OMISSION OF ANY PARKING SPOT SEEKER OR PARKING SPOT OWNER, OR RELATED TO ANY PARKING SPOT, LISTING, OR BOOKING.

    3. YOU ACKNOWLEDGE AND AGREE THAT, TO THE MAXIMUM EXTENT PERMITTED BY LAW, YOU ASSUME THE ENTIRE RISK ARISING OUT OF YOUR ACCESS TO AND USE OF THE SERVICES, YOUR USE OF A PARKING SPOT, AND ANY CONTACT YOU HAVE WITH PARKING SPOT SEEKERS, PARKING SPOT OWNERS, OR THIRD PARTIES THAT ARISE FROM YOUR USE OF THE SERVICES WHETHER IN PERSON OR ONLINE. YOU UNDERSTAND AND AGREE THAT SOME PARKING SPOTS MAY CARRY INHERENT RISK, AND BY USING THOSE PARKING SPOTS, YOU CHOOSE TO ASSUME THOSE RISKS VOLUNTARILY. YOU ASSUME FULL RESPONSIBILITY FOR THE CHOICES YOU MADE BEFORE, DURING, AND AFTER YOUR USE OF PARKING SPOTS, AND TO THE MAXIMUM EXTENT PERMITTED BY LAW YOU RELEASE THE SHOUP PARTIES FROM ANY AND ALL LIABILITY, DAMAGES, OR LOSS, WHETHER ECONOMIC OR NON-ECONOMIC, OF ANY TYPE OR CHARACTER. YOU ACKNOWLEDGE THAT SHOUP IS NOT RESPONSIBLE FOR THE PARKING SPOTS PROVIDED BY PARKING SPOT OWNERS, AND THAT IT HAS NO RIGHT TO AND DOES NOT CONTROL, DIRECT, OR SUPERVISE PARKING SPOT OWNERS, PARKING SPOT SEEKERS, OR THIRD PARTIES WHO MAY BE IN ATTENDANCE IN THE PARKING SPOT. SHOUP DOES NOT CREATE OR DELIVER PARKING SPOTS OR LISTINGS. TO THE MAXIMUM EXTENT PERMITTED BY LAW THE SHOUP PARTIES WILL NOT BE LIABLE FOR ANY DAMAGE ARISING OUT OF OR IN CONNECTION WITH PARKING SPOTS, LISTINGS, OR YOUR USE OF ANY PARKING SPOT, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY. YOU ACKNOWLEDGE AND AGREE THAT YOU ARE SOLELY RESPONSIBLE FOR ANY OTHER INDIVIDUALS THAT ACCOMPANY YOU WHEN USING A PARKING SPOT, INCLUDING THE SUPERVISION OF ANY MINORS THAT ACCOMPANY YOU WHEN USING A PARKING SPOT, AND TO THE MAXIMUM EXTENT PERMITTED BY LAW YOU AGREE TO RELEASE AND HOLD HARMLESS THE SHOUP PARTIES FROM ALL LIABILITIES AND CLAIMS THAT ARISE IN ANY WAY FROM ANY INJURY, DEATH, LOSS OR HARM THAT OCCURS TO THOSE INDIVIDUALS OR MINORS WHILE USING THE PARKING SPOT OR IN ANY WAY RELATED TO YOUR PARKING SPOT.  WHETHER YOU ARE A PARKING SPOT OWNER OR A PARKING SPOT SEEKER, YOU ALONE ARE RESPONSIBLE FOR IDENTIFYING, UNDERSTANDING, AND COMPLYING WITH ALL LAWS THAT APPLY TO YOUR USE OF THE SERVICES.

    4. If you are dissatisfied with the Services, your sole and exclusive remedy is to discontinue accessing and using the Services.

  • Limitation of Liability

    1. TO THE FULLEST EXTENT PERMITTED BY LAW, EACH SHOUP USER IS SOLELY RESPONSIBLE FOR (I) HIS OR HER USE OF THE SERVICES, AND (II) ANY DAMAGES INCURRED BY HIM OR HER OR ANY THIRD PARTY THAT ARISE FROM OR ARE RELATED TO THE SERVICES. THE AGGREGATE LIABILITY OF THE SHOUP PARTIES FOR ANY DAMAGES, WHETHER ARISING IN CONTRACT, TORT OR OTHERWISE, WILL BE LIMITED TO ACTUAL DAMAGES PROVED, AND NOT TO EXCEED THE AMOUNT PAID BY YOU TO SHOUP FOR THE SERVICES. TO THE FULLEST EXTENT PERMITTED BY LAW, AND NOTWITHSTANDING ANYTHING TO THE CONTRARY SET FORTH HEREIN, NONE OF THE SHOUP PARTIES WILL BE LIABLE FOR ANY PUNITIVE, SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES, EVEN IF SUCH SHOUP PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

    2. TO THE FULLEST EXTENT PERMITTED BY LAW, NONE OF THE SHOUP PARTIES WILL HAVE ANY LIABILITY WHATSOEVER FOR ANY LOSSES; COSTS OR DAMAGES OF ANY KIND INCURRED OR SUFFERED BY YOU AS A RESULT OF SERVICES PROVIDED BY ANY OF OTHER USER PURSUANT TO THE SERVICES.

    3. YOU REPRESENT THAT YOU HAVE INDEPENDENTLY INVESTIGATED THE ADVISABILITY OF USING THE SERVICES AND THE POSSIBLE RISKS INVOLVED IN USING THE SERVICES. YOU AGREE TO MAINTAIN YOUR OWN INSURANCE COVERING SUCH RISKS (INCLUDING WITHOUT LIMITATION, CAR INSURANCE THAT MEETS OR EXCEEDS APPLICABLE STATUTORY REQUIREMENTS) AND WILL LOOK SOLELY TO SUCH INSURANCE FOR REIMBURSEMENT OF ANY RESULTING DAMAGES.

  • Third Party Disputes. SHOUP IS NOT AFFILIATED WITH ANY OTHER USER, CARRIER, SERVICE PROVIDER, OR THIRD-PARTY SERVICE, AND ANY DISPUTE YOU HAVE WITH ANY OTHER USER, CARRIER, SERVICE PROVIDER, THIRD-PARTY SERVICE OR OTHER THIRD PARTY ARISING FROM YOUR USE OF THE SERVICES, INCLUDING, WITHOUT LIMITATION, YOUR EMPLOYER, PARKING SPOT LESSOR, OR HOMEOWNERS ASSOCIATION, IS DIRECTLY BETWEEN YOU AND SUCH THIRD PARTY, AND YOU IRREVOCABLY RELEASE SHOUP AND SHOUP’S AFFILIATES, EMPLOYEES, AGENTS, CONTRACTORS, REPRESENTATIVES, CONTENT PROVIDERS, OR SERVICE PROVIDERS FROM ANY AND ALL CLAIMS, DEMANDS AND DAMAGES (ACTUAL AND CONSEQUENTIAL) OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, ARISING OUT OF OR IN ANY WAY CONNECTED WITH SUCH DISPUTES.

  • Force Majeure. Shoup will not be liable for any delay or failure to perform any obligation herein if the delay or failure is due to unforeseen events that are beyond Shoup’s reasonable control, such as strikes, blockade, war, terrorism, riots, natural disasters, epidemic, or governmental action, in so far as such an event prevents or delays Shoup in fulfilling its obligations hereunder.

  • Indemnification and Release

    1. In addition to the indemnity obligations set forth elsewhere in these terms, to the fullest extent permitted by law, you will defend, indemnify and hold the Shoup Parties harmless against any loss or damage of any kind (including, without limitation, attorneys’ fees and lost revenues) arising from: (i) any and all breaches by you of these Terms, Shoup’s Privacy Notice (https://parkade.com/privacy-policy), or any representation, warranty or covenant contained herein; (ii) any and all use of the Services not specifically authorized hereunder and on the Services; and (iii) any and all claims and actions against Shoup by other parties to whom you allow access to the Services.

    2. To the fullest extent permitted by law, you further waive, release and forever discharge the Shoup Parties from any and all responsibility or liability for injuries or damages resulting from any service obtained through the use of the Services, including injuries or damages caused by the negligent act or omission of the Shoup Parties or in any way arising out of or connected with the Services.

    3. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, and in such case, you agree to cooperate with our defense of such claim. You will not, in any event, settle any claim or matter without our written consent.

  • Third-Party Services, Third Party Fees, and Linked Websites

    1. Access to Third-Party Services. The Services may provide you with access to third-party websites, databases, networks, servers, information, software, programs, systems, directories, applications, or products or services (collectively, “Third-Party Services”).

    2. No Control Over Third-Party Services. Shoup does not have or maintain any control over Third-Party Services, and is not and cannot be responsible for their content, operation, or use. By linking or otherwise displaying information from or providing access to any Third-Party Services, Shoup does not give any representation, warranty or endorsement, express or implied, with respect to the legality, accuracy, quality, or authenticity of content, information, or services provided by those Third-Party Services.

    3. Terms of Third-Party Services. Third-Party Services may have their own terms of use and privacy notices, and may have different practices and requirements to those operated by Shoup with respect to the Service. You are solely responsible for reviewing any terms of use, privacy notice or other terms governing your use of these Third-Party Services, which you use at your own risk. You are advised to make reasonable inquiries and investigations before entering into any transaction, financial or otherwise, and whether online or offline, with any third party related to any Third-Party Services.

    4. Disclaimer of Liability for Third-Party Services. You are solely responsible for taking the precautions necessary to protect yourself from fraud when using Third-Party Services, and to protect your computer systems from viruses, worms, Trojan horses, and other harmful or destructive content and material that may be included on or may emanate from any Third-Party Services. Shoup disclaims any and all responsibility or liability for any harm resulting from your use of Third-Party Services, and you hereby irrevocably waive any claim against Shoup with respect to the content or operation of any Third-Party Services.

    5. Third-Party Software. The software you download consists of a package of components, including certain third-party software (“Third-Party Software”) provided under separate license terms (the “Third Party Terms”). Your use of the Third-Party Software in conjunction with the Services in a manner consistent with the terms of these Terms is permitted, however, you may have broader rights under the applicable Third Party Terms and nothing in these Terms is intended to impose further restrictions on your use of the Third-Party Software.

  • Dispute Resolution

    1. Generally. In the interest of resolving disputes between you and Shoup in the most expedient and cost-effective manner, you and Shoup agree that any dispute arising out of or in any way related to these Terms or your use of the Services will be resolved by binding arbitration. Arbitration uses a neutral arbitrator instead of a judge or jury and can be subject to very limited review by courts. Arbitrators can award the same damages and relief that a court can award. This agreement to arbitrate disputes includes all claims arising out of or in any way related to these Terms, Shoup’s Privacy Notice or your use of the Services, whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, and regardless of whether a claim arises during or after the termination of these Terms. YOU UNDERSTAND AND AGREE THAT, BY ENTERING INTO THESE TERMS, YOU AND SHOUP ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS OR COLLECTIVE ACTION. YOU FURTHER UNDERSTAND THAT THESE DISPUTE RESOLUTION TERMS WILL APPLY TO YOU AND SHOUP UNLESS YOU CHOOSE TO OPT OUT PURSUANT TO SECTION 17.i BELOW.

      Whether to agree to arbitration is an important business decision. It is your decision to make, and you should not rely solely on the information provided in these Terms as it is not intended to contain a complete explanation of the consequences of arbitration. You should take further steps to conduct research and to consult with others, including, but not limited to, an attorney, regarding the consequences of your decision, just as you would when making any other important business or life decision.

    2. Exceptions. Despite the provisions of the Section entitled “Generally” directly above, nothing in these Terms will be deemed to waive, preclude, or otherwise limit the right of either party to: (i) bring an individual action in small claims court; (ii) bring an action in a court pursuant to the California Private Attorneys General Act of 2004, California Labor Code § 2698 et seq.; (iii) seek injunctive relief in a court of law; or (iv) to file suit in a court of law to address an intellectual property infringement claim.

    3. Arbitrator. Any arbitration between you and Shoup will be governed by the Federal Arbitration Act, and governed by the Commercial Dispute Resolution Procedures and the Supplementary Procedures for Consumer Related Disputes (collectively, “AAA Rules”) of the American Arbitration Association (“AAA”), as modified by these Terms, and will be administered by the AAA. The AAA Rules and filing forms are available online at www.adr.org, by calling the AAA at 1-800-778-7879, or by contacting Shoup. The arbitrator has exclusive authority to resolve any dispute relating to the interpretation, applicability, or enforceability of this binding arbitration agreement.

    4. Notice; Process. A party who intends to seek arbitration must first send a written notice of the dispute to the other party by U.S. Mail or electronic mail within the applicable statute of limitations period (“Notice”). Shoup’s address for Notice is: 432 Park Avenue South, 2nd Floor, New York, NY 10016. The Notice must: (a) describe the nature and basis of the claim or dispute; and (b) set forth the specific relief sought (“Demand”). The parties will make good faith efforts to resolve the claim directly, but if the parties do not reach an agreement to do so within 30 days after the Notice is received, you or Shoup may commence an arbitration proceeding. During the arbitration, the amount of any settlement offer made by you or Shoup must not be disclosed to the arbitrator until after the arbitrator makes a final decision and award, if any. If the dispute is finally resolved through arbitration in your favor, Shoup will pay you the highest of the following: (i) the amount awarded by the arbitrator, if any; (ii) the last written settlement amount offered by Shoup in settlement of the dispute prior to the arbitrator’s award; or (iii) $1,000.

    5. Fees. If you commence arbitration in accordance with these Terms, Shoup will reimburse you for your payment of the filing fee, unless your claim is for more than $15,000 or as set forth below, in which case the payment of any fees will be decided by the AAA Rules. Any arbitration hearing will take place at a location to be agreed upon in New York, NY, but if the claim is for $15,000 or less, you may choose whether the arbitration will be conducted: (i) solely on the basis of documents submitted to the arbitrator; (ii) through a non-appearance based telephone hearing; or (iii) by an in-person hearing as established by the AAA Rules in the county (or parish) of your billing address. If the arbitrator finds that either the substance of your claim or the relief sought in the Demand is frivolous or brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)), then the payment of all fees will be governed by the AAA Rules. In that case, you agree to reimburse Shoup for all monies previously disbursed by it that are otherwise your obligation to pay under the AAA Rules. Regardless of the manner in which the arbitration is conducted, the arbitrator must issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the decision and award, if any, are based. The arbitrator may make rulings and resolve disputes as to the payment and reimbursement of fees or expenses at any time during the proceeding and upon request from either party made within 14 days of the arbitrator’s ruling on the merits.

    6. No Class Actions. YOU AND SHOUP AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING (OTHER THAN ACTIONS UNDER THE CALIFORNIA PRIVATE ATTORNEYS GENERAL ACT OF 2004, California Labor Code § 2698 et seq. WHICH ARE NOT COVERED BY THIS SECTION 17). Further, unless both you and Shoup agree otherwise, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of a representative or class proceeding.

    7. Modifications to this Arbitration Provision. If Shoup makes any future change to this arbitration provision, other than a change to Shoup’s address for Notice, you may reject the change by sending us written notice within 30 days of the change to Shoup’s address for Notice, in which case this arbitration provision, as in effect immediately prior to the changes you rejected, will continue to govern any disputes between you and Shoup. If you do not send such written notice, your continued use of the Services following any such change means that you have consented to such change.

    8. Enforceability. If the Section entitled “No Class Actions” is found to be unenforceable or if the entirety of this Section 17 is found to be unenforceable, then the entirety of this Section 17 will be null and void and, in that case, the parties agree that the exclusive jurisdiction and venue described directly below will govern any action arising out of or related to these Terms or your use of the Services.

    9. Opt Out. Arbitration is not a mandatory condition of these Terms. If you do not want to be subject to this Dispute Resolution provision, you may opt out of this Dispute Resolution provision by notifying Shoup in writing of your decision by sending, within 30 days of the date you receive these Terms, an electronic message to hello@parkade.com, stating clearly your full name and intent to opt out of the Dispute Resolution provision. Should you choose not to opt out of this Dispute Resolution provision within the 30-day period, you and Shoup will be bound by the terms of this Dispute Resolution provision. You have the right to consult with counsel of your choice concerning this Dispute Resolution provision. You understand that you will not be subject to retaliation if you exercise your right to opt out of coverage under this Dispute Resolution provision.

  • Protected Activity Not Prohibited. You should understand that, insofar as permitted by applicable law, nothing in these Terms will in any way limit or prohibit you from filing a charge or complaint with, or otherwise communicating or cooperating with or participating in any investigation or proceeding (“Protected Activity”) that may be conducted by any federal, state or local government agency or commission (“Government Agencies”). You understand that in connection with such Protected Activity, you are permitted to disclose documents or other information as permitted by law, and without giving notice to, or receiving authorization from, Shoup. Notwithstanding, in making any such disclosures or communications, you agree to take all reasonable precautions to prevent any unauthorized use or disclosure of any information that may constitute Shoup confidential information to any parties other than the Government Agencies.

  • Governing Law; Choice of Forum. The laws of the State of New York, excluding its conflicts of law rules, govern these Terms and your use of the Services. Your use of the Services may also be subject to other local, state, national, or international laws; provided, however, that the United Nations Convention on Contracts for the International Sale of Goods will not apply to any provision of these Terms. To the extent that any action relating to any dispute hereunder is permitted to be brought in a court of law, such action will be subject to the exclusive jurisdiction of the state and federal courts located in Manhattan County and you hereby irrevocably submit to personal jurisdiction in such courts, and waive any defense of inconvenient forum.

  • Feedback. If you provide any feedback to Shoup concerning the functionality and performance of the Services (including identifying potential errors and improvements), you hereby assign to Shoup all right, title, and interest in and to such feedback, and Shoup is free to use such feedback without payment or restriction.

  • Entire Agreement; Variation. These Terms set forth the entire agreement between Shoup and you with respect to the Services. These Terms supersede and govern all previous oral and written communications regarding these matters, all of which are merged into these Terms. No usage of trade or other regular practice or method of dealing between the parties will be used to modify, interpret, supplement, or alter these Terms. These Terms may be changed only by a written agreement signed by an authorized agent of the party against whom enforcement is sought.

  • Severability. If any provision of these Terms is held invalid, illegal, or unenforceable, such provisions will be modified, or if not possible, severed, to reflect the fullest valid, legal, and enforceable expression of the intent of the parties and the remainder of these Terms will not be affected thereby.

  • Relationship of Parties. Nothing herein will be deemed to create an employer-employee relationship between Shoup and you, nor any agency, joint venture or partnership relationship between the parties. Neither party will have the right to bind the other to any obligation, nor have the right to incur any liability on behalf of the other.

  • Waiver. No delay, omission, or failure to exercise any right or remedy provided herein will be deemed to be a waiver thereof or an acquiescence in the event giving rise to such right or remedy, but every such right or remedy may be exercised, from time to time as may be deemed expedient by the party exercising such remedy or right.

  • Assignment. Neither these Terms nor any of the rights granted to you herein may be assigned or transferred by you, whether voluntarily or by operation of law, without the express prior written permission of Shoup and any attempt to do so will be null and void. However, Shoup may assign or transfer these Terms at any time without your permission.

  • Third-Party Beneficiaries. The provisions of these Terms relating to the rights of the Shoup Parties are intended for the benefit of such Shoup Parties, and such Shoup Parties, as third-party beneficiaries, will be entitled to enforce such provisions in accordance with their terms, irrespective of the fact that they are not signatories to these Terms.

  • NOTICE REGARDING APPLE. You acknowledge that these Terms are between you and Shoup only, not with Apple, and Apple is not responsible for the Services or the content thereof. Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the Services. In the event of any failure of the Services to conform to any applicable warranty, then you may notify Apple and Apple will refund the purchase price for the relevant Services to you; and, to the maximum extent permitted by applicable law, Apple has no other warranty obligation whatsoever with respect to the Services. Apple is not responsible for addressing any claims by you or any third party relating to the Services or your possession and/or use of the Services, including, but not limited to: (i) product liability claims; (ii) any claim that the Services fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation. Apple is not responsible for the investigation, defense, settlement and discharge of any third party claim that the Services or your possession and use of the Services infringes that third party’s intellectual property rights. You agree to comply with any applicable third party terms, when using the Services. Apple, and Apple’s subsidiaries, are third party beneficiaries of these Terms, and upon your acceptance of these Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as a third party beneficiary of these Terms. You hereby represent and warrant that (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties. If Shoup provides a translation of the English language version of these Terms, the translation is provided solely for convenience, and the English version will prevail.

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