Parking Gurus LLC - Parking Space Provider (Owner) Agreement
BY USING OUR WEBSITE OR MOBILE APP, YOU AGREE TO THE FOLLOWING:
Terms and Conditions
Agreement: This Agreement constitutes the entire agreement between Parking Gurus LLC, an Arizona limited
liability company, its successors or assigns (“Parking Gurus”), and the owner, tenant- in-possession, operator or other person (referred to herein as “Space Provider”) owning or having the exclusive right to use or control the use of one or more parking spaces for motor and other vehicles (referred to herein as “Parking Spaces”).
Scope: This Agreement applies only to the services provided or arranged by Parking Gurus for Space Provider pertaining to the Parking Spaces (the "Services"). This Agreement does not apply to the use of the Parking Space by third parties (referred to herein as “Space Users”). The licensing of the use of Space Provider’s Parking Spaces to Space Users is the subject of the Parking Space License Agreement with such Space Users.
Services and listing: Parking Gurus may advertise Space Provider’s Parking Spaces on Parking Gurus’ websites and mobile applications ("Websites") and provide information to Space Users and prospective Space Users regarding Space Provider’s Parking Spaces. Space Provider must complete Space Provider’s own listing of Space Provider’s Parking Spaces using the tools and features of the Websites. Space Provider must provide all relevant information about Space Provider’s Parking Spaces, including address, any applicable restrictions or limitations on vehicle types and sizes for which the Space Provider’s Parking Spaces are suitable, hours of operation, and other pertinent information Parking Gurus may require. Space Provider must furnish Parking Gurus with identification documentation and documentation demonstrating the right to license the use of Space Provider’s Parking Spaces. Space Provider must also provide Parking Gurus with information regarding Space Provider, including name, physical address, email address and telephone number before Parking Gurus will list Space Provider’s Parking Spaces. Space Provider is responsible for the accuracy of all information Space Provider provides Parking Gurus pertaining to the Parking Spaces. Space Provider may be liable to the Space User under the Parking Space License Agreement if the information Space Provider provides is inaccurate, incomplete or misleading in any way,
Parking Gurus reservers the right to conduct a physical inspection of the Parking Spaces at any time and may remove or revise Space Provider’s listing if the Parking Spaces do not conform
to the information Space Provider has provided. Parking Gurus also may remove Space Provider’s listing as provided in these Terms and Conditions. Parking Gurus may use the information provided by Space Provider pertaining to the Parking Spaces in advertising or promotional material or in communicating with Space Users or prospective Space Users.
Appointment of Parking Gurus as Agent of Space Provider: By accepting this Agreement, Space Provider appoints Parking Gurus as Space Provider’s agent with authority to (i)
form binding agreements between Space Provider and the Space User to whom Space Provider agrees to grant a license to use a Parking Space; (ii) collect all or part of the license charges from
Space User; and (iii) take all other action deemed necessary by Parking Gurus to operate a parking space licensing business as described on the Websites.
Content of Parking Space License Agreement: At the time Parking Gurus confirms the booking of a Parking Space and receives payment from the Space User,
a binding agreement (the Parking Space License Agreement) shall be formed between Space Provider and the Space User. The agreement shall be on the terms and conditions set forth in the Parking Space License Agreement as that agreement appears on the Websites at the time of the booking and will include only those additional restrictions relating to Space Provider’s Parking Spaces provided by Space Provider pertaining to restrictions or limitations on vehicle types and sizes for which the Space Provider’s Parking Spaces are suitable and hours of operation.
Space Provider shall not incorporate any additional terms into the Parking Space License Agreement other than the restrictions included in Space Provider’s listing. Space Provider shall not propose to the Space User any additional terms or amendments to the Parking Space License
Agreement after a booking has been made without Parking Gurus’ consent. The Space User is not obliged to accept any further terms once Parking Gurus has accepted a booking on Space Provider’s behalf. The Parking Space License Agreement, including any additional restrictions included in Space Provider’s
listing, is a contract between Space Provider and the Space User. Parking Gurus is not a party to that agreement and shall not be liable to Space Provider, the Space User or any third party for any breach of the Parking Space License Agreement or otherwise in relation to the Parking Space or its use by Space User. Parking Gurus has no control over the conduct of Space Users and disclaims all liability for their actions.
Booking of Parking Spaces: The Websites may allow Space Provider to list Parking Spaces in two ways:
either for Instant Booking or for Booking by Agreement.
Instant Booking: In all instances, Space Provider may make Parking Spaces available for instant booking. Where Space Provider makes a Parking Space available for instant booking, the Parking Space shall be treated as available unless Space Provider informs Parking Gurus otherwise. Space Provider must inform Parking Gurus of any dates a Parking Space will not be available for booking. If the availability changes at any time, Space Provider must notify Parking Gurus immediately. Based on the availability information Space Provider has provided, Parking Gurus shall post the listing for Space Provider’s Parking Space on the Websites. If Space Provider has not informed Parking Gurus that Space Provider’s Parking Space is unavailable for a particular date or time, then Space Provider shall be liable to pay the reasonable costs of alternative arrangements for a Space User who makes a booking for such date and time. Where instant booking is used, Space Provider agrees that Parking Gurus shall manage the entire booking process and Space Provider authorizes Parking Gurus to accept a booking for an available date and issue a Parking Space License Agreement without further action or consent by Space Provider. Parking Gurus shall take payment from the Space User on Space Provider’s behalf at the time of booking as set forth in this Agreement.
Booking by Agreement: In instances where the Websites allow Booking by Agreement, the Websites will allow Users to inquire about the availability of Space Provider’s Parking Space in the future. Any inquiries about prospective bookings shall be sent to Space Provider automatically by email and/or by text message. Each inquiry shall include (where the information is available) the proposed date(s) or period(s) of the booking. Space Provider shall confirm with Parking Gurus as soon as practicable whether or not the booking is accepted. Space Provider must confirm a booking either by (i) signing into the Websites and approving the relevant inquiry or (ii) sending a text message to Parking Gurus if Space Provider has chosen to accept text notifications. Space Provider has 24 hours to reply to an inquiry before it lapses. Space Provider acknowledges that during and after this 24-hour period after the inquiry is sent by the Space User, Parking Gurus may suggest alternative parking spaces to the Space User. If the booking is accepted by Space Provider, Parking Gurus shall notify the Space User, who can then book the Parking Space for the agreed times. Upon the Space User making that booking, Parking Gurus will issue a Parking Space License Agreement on Space Provider’s behalf to the Space User and Parking Gurus will provide the Space User with the contact details Space Provider has supplied without further reference to Space Provider and Parking Gurus will take payment from the Space User on Space Provider’s behalf at the time of booking as set out below.
Payment: Once Parking Gurus has provisionally accepted a booking on Space Provider’ behalf Parking Gurus will request payment from the Space User and issue a Parking Space License Agreement. Once Parking Gurus has received the necessary payment from the Space User a booking shall be deemed to have been accepted and Space Provider will have entered into a binding agreement with the Space User to allow the Space User to occupy the Parking Space during the dates and times ("License Period") set out in Parking Gurus’ email confirming a booking ("Confirmation Email") subject to the Parking Space License Agreement. Parking Gurus shall confirm a booking to Space Provider as soon as practicable. The Space User must agree to the terms of the Parking Space License Agreement and payment must be received in full before the booking is confirmed. However, in the case of any booking for more than four weeks, Parking Gurus may allow periodic payments. Space Provider authorizes Parking Gurus to accept and hold such payments on Space Provider’s behalf. Parking Gurus will forward to Space Provider the portion of the initial payment due to Space Provider that Parking Gurus has received from the Space User
48 hours after the start of the License Period or 48 hours after the period covered by a subsequent payment in the case of a booking for more than four weeks. Parking Gurus reserves the right to waive this escrow period.
Chargebacks: Parking Gurus may collect payment on Space Provider’s behalf from a Space User which
Parking Gurus either must repay to a Space User's credit card provider or which is deducted from a retention Parking Gurus has with its credit card processors (a "Chargeback"). If Parking Gurus is subject to a Chargeback in respect of a booking of Space Provider’s Parking Space, Parking Gurus shall not be under any obligation to make payment to Space Provider of any amount which is the subject of a Chargeback and any claim Space Provider has for non-payment of Parking Space License Fees shall be against the Space User, and Parking Gurus shall not be obliged to pursue such claim. If Parking Gurus is subject to a Chargeback after Parking Gurus has already made payment to Space Provider, then Space Provider shall repay Parking Gurus an amount equivalent to the Chargeback (less Parking Gurus’ fees). In the event of a Chargeback pertaining to an amount Parking Gurus has already paid to Space Provider, Parking Gurus may deduct an amount equal to the Chargeback (less Parking Gurus’ fees) from any credit or debit card details Space Provider has supplied or from payments received from Space Users for future bookings until Parking Gurus has been reimbursed in full.
Cancellation and Termination: Space Provider shall abide by the cancellation policy as stated on the Websites (the "Cancellation Policy") which may be updated from time to time. Furthermore, if a Space User wishes to cancel a booking, Space User may do so through Parking Gurus or the Websites. Parking Gurus will act as Space Provider’s agent in dealing with any cancellation. If Parking Gurus is required to process a cancellation, Parking Gurus will do so in accordance with the Cancellation Policy. If Parking Gurus has received any payments in respect of a booking before a License Period begins and such booking is subsequently cancelled by Space Provider or the Space User, Parking Gurus may make refund to the Space User from any payments Parking Gurus is holding on Space Provider’s behalf. If Space Provider has received payments directly from the Space User, Space Provider shall make refund to the Space User in accordance with the Cancellation Policy. Parking Gurus may cancel Space Provider’s account and terminate the ongoing relationship between the parties created by this Agreement if Space Provider does not make refund to a Space User within the timeframes specified in the Cancellation Policy. Parking Gurus may also collect payment using the debit or credit card information Space Provider has supplied and use that information to discharge Space Provider’s liability to a Space User for a cancelled booking.
The Parking Space: Before any License Period commences, Space Provider shall ensure that the Parking Space is in a satisfactory condition and meets the requirements of the Space User under the booking. Space Provider represents and warrants that Space Provider owns the Parking Space or that Space Provider is authorized to allow third parties to use the Parking Space and, where applicable, Space Provider has permission from any other person (such as Space Provider’s
landlord or tenant or a condominium or home owner’s association) whose permission is necessary to allow such use. Parking Gurus shall not be liable to Space Provider, the Space User or any such third party if Space Provider does not have the necessary authority. Space Provider agrees to indemnify and hold harmless Parking Gurus for any loss Parking Gurus may suffer because of Space Provider’s breach of the representation and warranty above.
Governmental Approvals: Space Provider represents and warrants that Space Provider has all necessary licensing and other governmental approvals to grant a license to use the Parking Space and that the license to use the Parking Space complies with all applicable laws, tax requirements and rules and regulations that may apply to the Parking Space, including but not limited to zoning and land use laws and laws governing rental of or licenses to use the Parking Spaces. Space Provider agrees to notify Parking Gurus immediately upon receiving any notice, correspondence or contact in any other form from any governmental authority about the use of Space Provider’s Parking Space for purposes envisaged by this Agreement and/or Space Provider’s agreement with the Space User. Upon request, Space Provider agrees to provide copies thereof to Parking Gurus. Following such notice from Space Provider, Parking Gurus may terminate this Agreement and remove the Parking Space from the Websites. Parking Gurus shall not be liable to Space Provider in any way whatsoever if Space Provider suffers any loss because of
any governmental authority or any other relevant public authority bringing proceedings against Space Provider or taking any other action against Space Provider because of listing the Parking Space on the Websites. If Space Provider does not have the necessary approvals, Space Provider shall indemnify and hold harmless Parking Gurus for any loss Parking Gurus may suffer because of Space Provider’s breach of the foregoing representation and warranty.
Space Provider’s obligations: In addition to Space Provider’s other obligations in this Agreement, Space
Provider must: (a) honor all bookings with Space Users; (b) provide the Parking Spaces in accordance with the details and information set out in the listing in the Websites; (c) ensure that all information about Space Provider and the Parking Spaces that Space Provider provides to Parking Gurus for inclusion in the Websites is true and accurate in all material respects; (d) deal with all Space Users in a professional and courteous manner and in such a way as to not cause any harm or damage to Parking Gurus’ reputation; (e) deal with all inquiries from Space Users relating to a Parking Space or booking in a prompt and satisfactory manner; (f) comply with all applicable laws, tax requirements and rules and regulations that may apply to the Parking Spaces, including but not limited to zoning and land use laws and laws governing rental of or licenses to use the Parking Spaces; (g) use Space Provider’s best efforts to settle any disputes that may arise during a Space User's License Period including taking such action as is necessary to bring the dispute to a satisfactory conclusion as soon as practicable so that the Space User may still fulfill the Space User’s booking; (h) not create any false account with Parking Gurus or use Space Provider’s account with Parking Gurus for any illegal activity or purpose; (i) use Parking Gurus as Space Provider’s exclusive agent for the purposes of making and accepting bookings during the term of the listing.
Introduced Space Users: An “Introduced Space User” means any person who (a) has made a booking of Space Provider’s Parking Space through Parking Gurus; (b) has made an inquiry about Space Provider’s Parking Space through Parking Gurus (whether or not such person completed a booking); (c) has become aware of Space Provider or Space Provider’s address or the address or location of Space Provider’s Parking Space directly or indirectly as a result of Space Provider’s listing with Parking Gurus; or (d) has made Space Provider aware of such person’s need for parking through Parking Gurus. In the event an Introduced Space User uses Space Provider’s Parking Spaces other than by bookings made through the Websites, Space Provider shall pay Parking Gurus the fees Parking Gurus would have made had the Introduced Space User booked Space Provider’s Parking Spaces through the Websites and the costs Parking Gurus incurs in enforcing this provision. Space Provider’s obligation in this respect shall terminate on the day that is one calendar year after the date Space Provider ceases listing of Space Provider’s Parking Space through Parking Gurus. Parking Gurus reserves the right to inspect Space Provider’s Parking Space at any time to verify any fees due under this provision.
Use of Payment Platforms: Upon request, Space Provider must provide Parking Gurus with credit card, debit card, PayPal or other payment processing information to enable Parking Gurus to make payments to Space Provider. Parking Gurus may also use that information to deduct any payments Space Provider may owe to Parking Gurus or to a Space User.
Disputes or Complaints with Space Users: If Space Provider has a dispute or complaint with a Space User concerning Space Provider’s Parking Space, Space Provider shall attempt to resolve the dispute or complaint in the first instance by directly communicating with the Space User. If the dispute or complaint cannot be resolved with the Space User directly, Space Provider may refer the dispute or complaint to Parking Gurus. If Space Provider does so, Space Provider authorizes Parking Gurus to deal with the dispute or complaint as Parking Gurus see fit and Space Provider agrees to abide by any decisions Parking Gurus may make in such circumstances, which may include requiring Space Provider to refund any payments Space Provider received in relation to the relevant booking. Parking Gurus may use any funds Parking Gurus is holding on Space Provider’s behalf to settle a dispute or complaint with a Space User. Parking Gurus is authorized to deduct sums from the debit or credit card or other payment processing information Space Provider has supplied, up to a maximum of $200 per claim or dispute to settle a dispute or complaint with a Space User.
Publicity: Parking Gurus may refer to Space Provider or Space Provider’s Parking Space at any time in
the future to publicize Parking Gurus or the Websites.
Termination: Either party may terminate the ongoing relationship between the parties created by this Agreement prospectively at any time, but such termination shall have no effect on any outstanding bookings. After the date of termination, Parking Gurus will not confirm or accept any new bookings for the Parking Space, but outstanding bookings shall continue to be honored. If such termination occurs while any fees or charges are outstanding and owed by Space Provider to Parking Gurus, Space Provider shall pay all outstanding fees or charges immediately without set-off or deduction. Parking Gurus may terminate the ongoing relationship between the parties created by this Agreement immediately if (a) Space Provider is in material breach of any of the terms of this Agreement; (b) Space Provider does anything to jeopardize the goodwill or reputation of Parking Gurus; (c) Parking Gurus has been notified that or has reason to believe that Space Provider is not authorized to grant a license to use the Parking Space; (d) Space Provider cancels a booking other than in accordance with the Cancellation Policy; or (e) Space Provider refuses to cooperate with Parking Gurus in respect of this Agreement. In the event of such termination, the terms of this Agreement will continue in full force and effect so far as such terms relate to existing bookings or the consequences of any previous booking, including terms relating to fees, disclaimers, liability and damage. Space Provider may also be liable to the Space User (under the Parking Space License Agreement) for any reasonable associated costs, charges, damage and liability which the Space User incurs because of any such termination, including the Space User's potential liability for the costs of making alternative parking arrangements.
Insurance: Space Provider shall be entirely responsible for any insurance that Space Provider may require for the purposes of granting any license to use Space Provider’s Parking Space.
Disclaimers by Parking Gurus: If Space Provider chooses to use the Websites or other services of Parking Gurus, Space Provider does so at Space Provider’s sole risk. Space Provider acknowledges and agrees that Parking Gurus has no obligation to conduct background checks on any Space User. The Websites and Services are provided "AS IS", without warranty of any kind, either express or implied. WITHOUT LIMITING THE FOREGOING, SPACE PROVIDER EXPLICITLY DISCLAIMS ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT OR NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. PARKING GURUS MAKES NO WARRANTY THAT THE WEBSITES OR SERVICES WILL
MEET SPACE PROVIDER'S REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS. Parking Gurus makes no warranty regarding the quality of the services or the accuracy, timeliness, truthfulness, completeness or reliability of any content obtained through the Websites or other services.
Assumption of Risk by Space Provider: Space Provider assumes all risks of communicating, dealing or interacting with the Space Users and of using the Websites. Space Provider acknowledges that Parking Gurus does not make any attempt to verify anything about the Space Users (other than payment information upon booking) or the users of the Websites. Space Provider shall take all reasonable precautions in all communications and interactions with Space Users and other users of the Websites and with other persons with whom Space Provider communicates or interacts because of Space Provider's use of the Websites and providing the Parking Spaces and assumes all risk associated with such interactions, especially the risk of meeting in person with Space Users.
Space Provider’s liability: Space Provider shall defend, indemnify and hold harmless Parking Gurus, its affiliates, and their respective officers, directors, managers, members, employees and agents (the "Parking Gurus Indemnitees") from and against any and all claims, damages, obligations, losses, liabilities, costs, and expenses (including but not limited to attorney's and accountant's fees) arising from: (i) Space Provider’s actions or omissions in relation to the Services, the Websites, the Parking Spaces or the bookings; (ii) Space Provider’s violation of any term of this Agreement; (iii) Space Provider’s violation of any third-party right, including without limitation any contract, intellectual property right, property, publicity or privacy right; (iv) any claim that any content uploaded by Space Provider to the Websites caused damage to a third party; (v) Space Provider’s violation of any law, rule or regulation; or (vi) Space Provider’s breach of
the Parking Space License Agreement. These defense and indemnification obligations shall survive any termination of the ongoing relationship between the parties created by this Agreement and Space Provider’s use of the Websites. Space Provider hereby agrees to waive the application of any law that may limit the efficacy of the foregoing agreement to defend and indemnify the Parking Gurus Indemnitees.
Disclaimer & Limitation of Liability by Parking Gurus: Parking Gurus shall not be liable for any lost profits,
loss of data, or costs of procurement of substitute goods or services or for any claim or demand against Space Provider by any other party. Parking Gurus shall not be liable for any consequential, special, indirect, or exemplary damages whatsoever arising out of (i) errors, mistakes, or inaccuracies of the Websites or its services; (ii) personal injury or property damage of any nature whatsoever resulting from Space Provider’s access to and use of the Websites or services or any booking with a Space User, (iii) any unauthorized access to or use of Parking Guru’s servers (whether owned or used via contract) and/or any and all personal, institutional, technical or other information stored therein; (iv) any interruption or cessation of transmission to or from the Websites; (v) any bugs, viruses, Trojan horses, or the like, which may be transmitted to or through the Websites by any third party, or for any loss or damage of any kind incurred as a result of Space Provider's use of the Websites or services, however caused and under any theory of liability (including negligence), even if advised of the possibility of such damages. Space Provider acknowledges that the amounts payable under this Agreement are based in part on these limitations, and Space Provider further agrees that these limitations shall apply notwithstanding any failure of essential purpose of any limited remedy. The foregoing disclaimer of liability shall apply to the fullest extent permitted by law in the applicable jurisdiction. If Parking Gurus does have any liability to Space Provider, the liability of Parking Gurus for all losses shall be limited to the total fees paid by Space Provider to Parking Gurus under this Agreement. Space Provider agrees that the above disclaimers and limitations of liability are reasonable in all the circumstances, especially because Parking Gurus’ services include only the provision of the Websites and related services and responsibility for the Parking Space and fulfillment of a booking lies solely with the Space Provider for whom Parking Gurus acts only as an agent in a limited capacity.
Time Bar on Claims: No claim shall be brought against Parking Gurus in relation to this Agreement more than twelve months following the date on which Space Provider’s Parking Space to which such claim relates was last promoted on the Websites.
Governing Law: This Agreement shall in all respects be governed by the laws of the State of Arizona, without reference to that State's principles of conflicts of laws.
Dispute Resolution: Except as noted below, all disputes between the parties shall be resolved exclusively through arbitration under the rules of the American Arbitration Association, with arbitrations to be conducted in Phoenix, Arizona. The arbitrator shall apply the substantive laws in accordance with “Governing Law” above and shall issue a written decision, and shall have the power to award any legal remedies consistent with this Agreement except for punitive, exemplary or special damages. Disputes shall be resolved only on an
individual basis and shall not be consolidated with any other claims, suits or other proceedings that involve any claim or controversy of any other party.
The parties shall evenly split the arbitrator's fee.
Personal Jurisdiction: Notwithstanding “Dispute Resolution” above, if any litigation is commenced between the parties, the courts, state or federal, of the State of Arizona shall have sole and exclusive jurisdiction of any such litigation.
Injunctive Relief: Notwithstanding “Dispute Resolution” above, Space Provider acknowledges that Parking Gurus' rights and Space Provider’s obligations to Parking Gurus (other than the payment of fees) are of a unique and irreplaceable nature, the loss of which shall irreparably harm Parking Gurus and which cannot be replaced by monetary damages alone such that Parking Gurus shall be entitled to injunctive or other equitable relief without the obligation of posting any bond or surety in the event of any breach or anticipatory breach by Space Provider. Space Provider irrevocably waives all rights to seek injunctive or other equitable
relief and agrees to limit Space Provider’s claims to claims for money damages, if any.
Protection of IP Rights: Notwithstanding “Dispute Resolution” or “Personal Jurisdiction” above, Parking
Gurus may bring an action in any court of competent jurisdiction, including without limitation the state or federal courts of the State of Arizona, to protect its intellectual property rights or to seek to obtain injunctive relief or other equitable relief.
by any person who is not a party to it. Parking Gurus may assign or sub-contract its obligations under this Agreement. This Agreement contains the whole agreement between the parties with respect to the subject matter hereof. Neither party has relied upon any oral or written representations made to it by the other or its employees or agents and has made its own independent investigations into all matters relevant to it. Parking Gurus may amend the terms of this Agreement from time to time. Any amendments or new terms and conditions shall be provided to Space Provider via updates to the Websites. Space Provider may terminate the ongoing relationship between the parties created by this Agreement if Space Provider does not wish to be bound by any such amendments but by continuing to use the Websites and Services, Space Provider shall be deemed to have accepted the new terms. If any provision of this Agreement is prohibited by law or judged by a court to be unlawful, void or unenforceable, the provision shall, to the extent required, be severed from this Agreement and rendered ineffective as far as possible without modifying the remaining provisions of this Agreement, and shall not in any way affect any other circumstances of or the validity or enforceability of this Agreement. No delay, neglect or forbearance on the part of either party in enforcing against the other party any term or condition of this Agreement shall be or be deemed to be a waiver or in any way prejudice any right of that party under this Agreement. No right, power or remedy in this Agreement conferred upon or reserved for either party is exclusive of any other right, power or remedy available to that party.