JustPark US Commercial Terms of Service
Last Modified: 17th December 2025
Background.
JustPark, Inc. d/b/a JustPark (“JustPark”) offers certain services, products, and equipment related to parking management. From time to time, JustPark and a customer may enter into Task Orders (defined below) pursuant to which such customer will purchase rights to use JustPark’s products and services. The terms and conditions set forth herein (the “Terms and Conditions”) apply to any Task Order entered into between the customer identified in such Task Order (the “Customer”) and JustPark (collectively, the “Parties”). Each Task Order, together with these Terms and Conditions, shall constitute a separate agreement between the Parties (the “Agreement”).
We may revise these Terms and Conditions from time to time at our sole discretion. When we make changes, we will update the "Last Modified" date at the top of these terms. Your continued access to or use of our services after any revisions become effective constitutes your agreement to be bound by the revised terms. If you do not agree to the new terms, you must stop using our services.
JustPark Deliverables.
Deliverables: Task Orders. JustPark shall provide and/or deliver to Customer the services (“Services”) and products (“Products”, and together with the Services and Licensed Software, collectively, the “Deliverables”), set out in one or more task orders that reference this Agreement and are executed by both Parties (each, a “Task Order”). JustPark shall provide and deliver such Deliverables commencing on the date specified in each applicable Task Order (such date, the “Services Delivery Date”). Once the Parties execute a Task Order, it will become a part of this Agreement and subject to the terms and conditions hereunder. The initial accepted Task Order is attached hereto as Exhibit A.
Implementation Services. JustPark will perform Implementation Services referenced in an applicable Task Order mutually executed by JustPark and Customer. “Implementation Services” means fee-based account set-up and configuration, user set-up, data integration, and introductory training on how to use the Deliverables. As used herein, Implementation Services constitute Services.
Licensed Software. JustPark and JustPark's licensors (if any) may make available certain software products in connection with the Agreement (the “Licensed Software”), as set forth in Task Orders. Subject to the terms and conditions of this Agreement, including Customer’s compliance therewith, JustPark hereby grants to Customer a non-exclusive, non-sublicensable, and non-transferable limited license to access the Licensed Software solely for its internal business use (the “Purpose”).
Hardware and Access. Customer shall be responsible for using and accessing the Licensed Software from hardware of Customer that conforms to JustPark's then-current specifications concerning hardware and software, including processor type and speed, operating system type and version, free hard disk space, and memory capacity.
Functionality. JustPark reserves the right to modify, upon five (5) days’ prior written notice to Customer, the Licensed Software and the features and functionality of the Licensed Software, provided that no such modification shall materially decrease the features and functionality made available by the Licensed Software as of the Effective Date.
Limitations and Conditions. Customer may use the Licensed Software only in accordance with this Agreement. Customer will provide JustPark with complete, accurate and timely information as is necessary in connection with Customer’s use of the Licensed Software, and JustPark will have no responsibility for any incomplete, inaccurate, or untimely information that Customer provides in connection with Customer’s use of the Licensed Software. Customer may not (and may not attempt to) (i) license or sublicense the Licensed Software except to its wholly-owned affiliates and subsidiaries, and in such event, only to the extent to make use of the Licensed Software; (ii) modify, alter, amend, fix, translate, enhance or otherwise create derivative works of the Licensed Software or use the Licensed Software in a manner inconsistent with the Purpose; (iii) copy, disassemble, de-compile, reverse engineer, decode or adapt the Licensed Software, or otherwise attempt to derive or gain access to the source code of the Licensed Software, in whole or in part, except as and only to the extent this restriction is prohibited by law; (iv) circumvent, remove, disable, or otherwise create or implement any workaround to, any security features contained in the Licensed Software; (v) remove, delete or alter any trademarks, copyright notices or other intellectual property rights notices of JustPark or its licensors, if any, from the Licensed Software; (vi) rent, lease, lend, encumber, sell, assign, distribute, publish, transfer or otherwise make the Licensed Software available to any third-party for any reason; (vii) use the Licensed Software in violation of any federal, state or local law, regulation or rule; or (viii) use the Licensed Software for purposes of competitive analysis of the Licensed Software, the development of a competing software product or service or any other purpose that is to JustPark’s commercial disadvantage. If the Licensed Software includes or provides access, links, or references to third-party information (other than third-party in-formation that JustPark includes in the Licensed Software) or information provided by Customer, then Customer’s use of, or reliance on, such third-party information or licensee-provided information shall be at Customer’s sole risk. Customer shall not disclose, display, or otherwise make available the Licensed Software, except to Customer’s employees with a need to know or access the Licensed Software. Customer shall secure and protect the Licensed Software in a manner consistent with the maintenance of JustPark’s rights in the Licensed Software and take appropriate action by instruction or agreement with Customer’s employees who are permitted access to the Licensed Software to satisfy Customer’s obligations under the Agreement.
Customer Modifications. Deliverables will be configured with certain default settings and functionality. However, some Products give Customer personnel the option to adjust, turn on and off certain settings or functions at their discretion, which may result in limited or no functionality. Any modification to Products’ default settings (including circumvention, disabling, or adjustment of certain settings or functions) or any unintended use of the Products by Customer or its personnel (“Customer Modifications”) may result in limited or no functionality, data loss, and/or revenue loss. In no event will JustPark be liable to Customer or any third-party for any losses of any kind arising out of any Customer Modification.
Change Orders. If Customer desires to modify the type or number of Products or Services described in a Task Order, Customer may request such modifications in writing to JustPark. As used herein, a “Change Order” is a written, mutually executed instrument that evidences the Parties’ agreement to modify the type or number of Products or Services described in a Task Order. No Change Order will be effective until executed by both Parties.
Cooperation; Coordination. Customer shall, and shall cause its employees, agents, contractors, and any other third parties engaged by Customer to cooperate and coordinate with JustPark in its provision of the Deliverables and provide reasonable access to the Premises, employees and equipment as required to enable JustPark to provide the Deliverables. Customer shall take all steps necessary to prevent Customer-caused delays in JustPark’s provision of the Deliverables.
Third Parties. Customer shall be solely responsible for the selection, performance, cooperation, coordination and compensation of all payment processors and other vendors or providers engaged by Customer, notwithstanding any referrals or recommendations made by JustPark.
Fees and Expenses.
Invoices; Disputes. In consideration for the Deliverables and the rights granted to Customer under this Agreement, Customer shall pay the fees and expenses set out in the applicable Task Order. Unless otherwise provided in the Task Order, the first invoice will be provided on the Services Delivery Date. Except as otherwise set forth in a Task Order, all fees will be payable within thirty (30) days of Customer’s receipt of an invoice. In the event Customer provides written notice of a dispute regarding an invoice, Customer agrees to nevertheless pay the undisputed portion of the invoice on a timely basis. In the event of termination of Services due to termination of the Agreement or the Task Order, Customer agrees to pay JustPark all fees due, and unreimbursed out-of-pocket expenses incurred by JustPark for the Services up to the date of termination or expiration of such Services.
Overage Fees. In the event that (i) Customer requests (and JustPark agrees to facilitate) delivery of the Deliverables prior to the applicable Services Delivery Date or (ii) Customer retains the Deliverables beyond the return date provided in the applicable Task Order, then Customer will be obligated to pay an additional, pro-rata amount (in monthly increments) for such additional usage (the “Overage Fees”). JustPark will send Customer an additional invoice for such Overage Fees for the additional period of time that Customer was in receipt of the Deliverables.
Taxes. Customer shall be responsible for all sales, use and excise taxes, and any other similar taxes, duties and charges of any kind imposed by any federal, state or local governmental entity on any amounts payable by Customer hereunder; provided, that, in no event shall Customer pay or be responsible for any taxes imposed on, or with respect to, JustPark's income, revenues, gross receipts, personnel or real or personal property or other assets.
Late Payments. Except for any disputed amounts that Customer has successfully disputed, all late payments shall bear interest at the lesser of the rate of 1.5% per month (APR), calculated daily and compounded monthly, or the maximum rate permitted by law. Customer shall also reimburse JustPark for all costs incurred in collecting any late payments, including attorneys’ fees. In addition to all other remedies available under this Agreement or at law (which JustPark does not waive by the exercise of any rights hereunder), JustPark shall be entitled to suspend the provision of any Deliverables if Customer fails to pay any undisputed amounts when due hereunder and such failure continues for 30 days following written notice thereof.
Refunds and Cancellations. Payments made by Customer hereunder are final and non-refundable, unless otherwise communicated in writing by JustPark.
Confidential Information. As used herein, “Confidential Information” means any information or data, regardless of whether it is in tangible form, disclosed by JustPark to Customer, that JustPark has either marked as confidential or proprietary, or has identified in writing as confidential or proprietary within thirty (30) days of disclosure; provided, however, that JustPark’s business plans, strategies, technology, research and development, current and prospective customers, billing records, and products or services will be deemed JustPark’s Confidential Information even if not so marked or identified. JustPark’s Confidential Information includes, without limitation, the Deliverables and the Work Product. The Parties agree that the terms, but not the existence of this Agreement or the Parties’ relationship, shall be considered JustPark's Confidential Information. Customer agrees that it shall not use or disclose to any third-party, except for the purpose of performing this Agreement, the Confidential Information. Customer may disclose Confidential Information (a) to its employees and consultants who have a need to know and who are legally bound in writing to keep such information confidential by confidentiality obligations no less restrictive than those set forth in this Agreement; and (b) as required by law, whether by subpoena, judicial or administrative order or otherwise (in which case Customer will provide JustPark with prior written notification thereof, will provide the Disclosing Party with the opportunity to contest such disclosure, and will use its reasonable efforts to minimize such disclosure to the extent permitted by applicable law).
Intellectual Property.
Ownership. All rights, in and to all Intellectual Property, Deliverables, documents, work product and other materials that are delivered to Customer under this Agreement or prepared by or on behalf of JustPark, whether in the course of performing the Services and providing the Products or otherwise (collectively, the “Work Product”) shall be owned solely by JustPark. “Intellectual Property” means any or all of the following and all right, title and interest therein: (a) any computer program, operating system, applications system, firmware object code, source code or software of any nature; (b) names, corporate names, domain names, fictitious names, trademarks, trademark applications, service marks, service mark applications, trade names, brand names, product names and slogans, and goodwill associated with any of the foregoing; (c) inventions (whether patentable or not), invention disclosures, improvements, trade secrets, confidential or proprietary information, know-how, product rights, technology, technical data, models, algorithms, tools, business process methodologies and all documentation relating to any of the foregoing; (d) patents, and patent applications, and all reissues, divisions, renewals, extensions, provisionals, continuations and continuations-in-part thereof; copyrights, copyright registrations and applications therefor, and all other rights corresponding thereto; (f) websites, and all designs related thereto; (g) databases and data collections (including any normative data and any normative databases) and all rights therein; (h) moral and economic rights of authors and inventors, however denominated; (i) similar or equivalent rights to any of the foregoing and other intangible assets or any nature; (j) goodwill and claims of infringement and misappropriation against third parties; (k) internal systems including computer hardware systems and embedded systems; and (I) all registrations, renewals, extensions, combinations, divisions, or reissues of any of the foregoing.
Licensed Software. JustPark and JustPark’s licensors (if any) are, and shall remain, the owners of all right, title, and interest in and to the Licensed Software (including any modifications thereof), subject only to the limited license granted to Customer in this Agreement. The Licensed Software is proprietary to JustPark and contains trade secrets of JustPark. All rights not expressly granted to Customer in this Agreement remain in JustPark and JustPark’s licensors (if any).
Limited License. During the Term, and in addition to the limited license granted to Customer as set forth above, JustPark grants Customer a limited license to the Work Product free of additional charge during the Term and on a non-exclusive, worldwide, non-transferable, non-sublicensable basis solely to the extent reasonably necessary to enable Customer to perform its obligations and exercise its rights under this Agreement.
Data.
Customer Data. Customer hereby grants to JustPark a non-exclusive, royalty-free, fully paid up, non-sublicensable (except to contractors and consultants performing services on behalf of JustPark), non-transferable right and license to copy, distribute, display, create derivative works of and otherwise use the data and information uploaded, input or otherwise made available by or on behalf of Customer to or through the Deliverables (the “Customer Data”) to (i) provide the Deliverables and otherwise perform Company’s obligations under this Agreement and (ii) create deidentified data (“Deidentified Data”), which Deidentified Data will not identify Customer or any individuals associated therewith. For the avoidance of doubt, Deidentified Data is not Customer Data.
Operational Data. Throughout the Term and to the extent reasonably practicable, Customer will provide to JustPark in an electronic format mutually acceptable to both parties Operational Data related to the Deliverables. For purposes of this Agreement, “Operational Data” may include (a) any ingress data relative to the Premises that Customer receives via entry point scanners used by Customer and (b) historical operational data related to the Deliverables (e.g., parking inventory, revenue, number of transactions, average transaction value). Where and to the extent applicable and related to the Deliverables, Customer agrees that JustPark may post Customer’s parking inventory electronically in order to facilitate the sale, purchase, or exchange of Customer’s parking inventory to third parties. As it relates to this Agreement, Operational Data shall be deemed Customer Data.
Feedback. Throughout the Term and to the extent reasonably practicable, Customer will provide to JustPark in an electronic format mutually acceptable to both parties Feedback related to the Deliverables. For purposes of this Agreement, “Feedback” may include observations related to Deliverables, suggestions or other user reactions regarding the usability, performance, preferences, errors, results, or other user experiences provided by any person that may have made use of the Deliverables. As it relates to this Agreement, Feedback shall be deemed Customer Data.
End User Data. Customer acknowledges that JustPark may, in the course of providing the Deliverables, receive data directly from individual end users (“End User Data”). Such End User Data shall be subject to the end user terms agreed to by the applicable end user and shall not be deemed Customer Data hereunder. End User Data may include data relating to identified or identifiable individuals or households (“Personal Data”). With respect to any Personal Data exchanged between the Parties, the Parties each act as an independent data ‘controller’ with respect to the other as such terms are defined in the applicable law governing the processing of Personal Data.
The Parties agree that any exchange of Personal Data between them relating to the Deliverables is not deemed an exchange for money or other valuable consideration and is not the ‘sale’ or ‘broker’ of Personal Data as such terms, or similar terms, are defined under any law.
The Parties agree with respect to any Personal Data exchanged between the Parties that (a) each Party will be responsible for its own respective compliance with applicable data protection laws, including the provision of adequate privacy notices to Data Subjects; (b) each Party will be responsible for its own respective information security practices, including response and mitigation of any incidents of unauthorized access, acquisition, use, or loss of Personal Data in their possession, provided that (to the extent permitted by law) neither Party shall mention the other in any public notification of such an incident without the consent of the other (however, “public notification” under the previous sentence shall not include notification to law enforcement, insurers, professional advisors, or vendors assisting in the response or remediation), and (c) each Party is responsible for implementing and maintaining its own commercially reasonable administrative, technical, and physical safeguards for Personal Data in its possession or control.
Data Restrictions. With respect to any Personal Data provided to it by JustPark, Customer agrees to limit its use of the Personal Data only for the limited and specific purpose of providing and managing its parking services to the Data Subject to whom such Personal Data relates, in compliance with law in all cases. Customer will not ‘sell,’ ‘share,’ or ‘broker’ any such Personal Data to any third party, including as such terms, and similar terms, are defined under applicable law.
Data Residency. JustPark shall ensure that all customer and end user data, including any data transmitted, processed, stored, or accessed as part of the Services, is handled solely within (a) the United States, to the extent that such data transfers are subject to and protected by an adequacy decision from the European Commission (e.g., through the EU-U.S. Data Privacy Framework); or (b) member states of the European Economic Area (EEA); or (c) other jurisdictions that have been formally recognized by the European Commission as providing an adequate level of data protection in accordance with Article 45 of the General Data Protection Regulation (GDPR); or (d) jurisdictions where transfers are governed by appropriate safeguards pursuant to Article 46 of the GDPR, including Standard Contractual Clauses (SCCs), binding corporate rules, or equivalent mechanisms. Under no circumstances shall JustPark permit the transfer or processing of customer and end user data in jurisdictions not meeting the above conditions, unless explicitly instructed in writing by the Customer and where such transfer is carried out in full compliance with Chapter V of the GDPR.
Term, Termination and Survival.
Term. Agreement term as it relates to specific Deliverables shall be dictated by the corresponding Task Order.
Termination. Either Party may terminate the Agreement or any Task Order issued hereunder, effective upon written notice to the other Party (the “Defaulting Party”), if the Defaulting Party (a) breaches this Agreement, and such breach is incapable of cure, or with respect to a breach capable of cure, the Defaulting Party does not cure such breach within 30 days after receipt of written notice describing such breach in reasonable detail, or (b) becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency Law, which is not fully stayed within seven days or is not dismissed or vacated within 45 days after filing.
Effect of Termination. Upon termination of the Agreement, unless otherwise agreed upon by the Parties (a) any and all amounts due to JustPark shall remain due and payable in accordance with the applicable payment terms, (b) all licenses granted to Customer by JustPark pursuant to this Agreement shall terminate immediately and without further notice, and (c) Customer and JustPark shall work together, in good faith, to determine the most expedient and cost-effective method for returning JustPark’s leased property. The above-described effects of termination shall not be interpreted as limiting either Parties’ rights or remedies to which it is entitled under law or equity and shall not relieve Customer of Customer’s obligations regarding confidentiality of the Licensed Software.
Survival. Upon expiration or termination of the Agreement, all obligations in these Terms and Conditions will terminate, provided that Sections 4-8, 10 and 13 will survive.
Representations and Warranties; Disclaimer.
JustPark represents and warrants to Customer: (a) JustPark is duly organized, validly existing, and in good standing under the laws of the state of JustPark's formation and possesses the power to enter into this Agreement and to comply with the terms and conditions of this Agreement without violating any other agreement to which it is a party in any material respect, (b) the execution, delivery, and performance of this Agreement, and the transactions contemplated by this Agreement, by JustPark have been duly and validly authorized and approved by all requisite action on the part of JustPark, (c) this Agreement is a legal, valid, and binding obligation of JustPark, and (d) no consent or approval which has not been, or is not expected to be, obtained from any person or public authority is required to authorize, or is required in connection with, the execution, delivery, or performance of this Agreement by JustPark.
Customer represents and warrants to JustPark: (a) Customer is duly organized, validly existing, and in good standing under the laws of the state of Customer’s formation and possesses the power to enter into this Agreement and to comply with the terms and conditions of this Agreement without violating any other agreement to which it is a party in any material respect, (b) the execution, delivery, and performance of this Agreement, and the transactions contemplated by this Agreement, by Customer have been duly and validly authorized and approved by all requisite action on the part of Customer, (c) this Agreement is a legal, valid, and binding obligation of Customer, (d) no consent or approval which has not been, or is not expected to be, obtained from any person or public authority is required to authorize, or is required in connection with, the execution, delivery, or performance of this Agreement by Customer, (e) Customer shall not permit any competitor of JustPark to view, use, access, or copy JustPark’s intellectual property, including the Licensed Software, and (f) it has all rights necessary to permit JustPark to use the Customer Data as contemplated hereunder.
EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE DELIVERABLES ARE PROVIDED “AS IS,” “AS AVAILABLE,” AND “WITH ALL FAULTS” AND WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED AND WITHOUT PERFORMANCE ASSURANCES OR GUARANTEES OF ANY KIND. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, JUSTPARK DOES NOT MAKE, AND EXPRESSLY DISCLAIMS, ALL WARRANTIES (WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE), INCLUDING IMPLIED WARRANTIES OF (a) UNINTERRUPTED USE, (b) MERCHANTABILITY, (c) FITNESS FOR A PARTICULAR PURPOSE, AND (d) WARRANTIES (IF ANY) ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE.
All third-party information (other than third-party information that JustPark includes in the Licensed Software) and customer-provided information is provided or made accessible to customer by third parties or customer (as applicable). JustPark does not screen, monitor or modify the third-party information or customer information and does not guarantee or warrant the accuracy, integrity, or quality of the third-party information or customer-provided information or that the third-party information or customer-provided information will be provided or made available to customer or will further a legitimate business or public safety interest. JustPark has no responsibility or liability for any such third-party information, or for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such third-party information.
Indemnification; Limitation of Liability.
Subject to the below limitations of liability, JustPark shall defend, indemnify, and hold harmless Customer and Customer’s affiliates and Customer’s and Customer affiliates’ partners, members, shareholders, owners, managers, directors, officers, employees, contractors, agents, subsidiaries, successors, and assigns for, from, and against any and all claims, damages, losses, deficiencies, liabilities, penalties, charges, costs, and expenses resulting from, relating to, or arising out of any third party claim that the Licensed Software, as delivered under this Agreement, infringes or misappropriates any intellectual property rights of any third party (an “Infringement Claim”). THE FOREGOING STATES JUSTPARK’S ENTIRE LIABILITY AND CUSTOMER’S EXCLUSIVE REMEDY FOR AN INFRINGEMENT CLAIM. CUSTOMER HEREBY EXPRESSLY WAIVES ANY OTHER LIABILITIES ON THE PART OF JUSTPARK ARISING THEREFROM. JustPark shall have no liability or obligation under this Section for any claim based on: (i) use of any part of the Licensed Software in combination with materials, deliverables, or equipment not provided by JustPark; (ii) modifications made by Customer or any third-party or any use other than as expressly authorized herein; or (iii) unauthorized or improper use of the Licensed Software.
Customer shall defend, indemnify, and hold harmless JustPark and JustPark’s affiliates and JustPark’s and JustPark affiliates’ partners, members, shareholders, owners, managers, directors, officers, employees, contractors, agents, subsidiaries, successors, and assigns for, from, and against any and all claims, damages, losses, deficiencies, liabilities, penalties, charges, costs, and expenses that are payable to any third party or incurred by JustPark resulting from, relating to, or arising out of, (a) the Customer Data, including JustPark’s use of the Customer Data in accordance with this Agreement, (b) unauthorized, improper, or illegal use by Customer (including Customer’s personnel) of the Deliverables or any Personal Data, including any violation of the terms of this Agreement, or (c) Customer’s breach of this Agreement.
Each Party’s indemnification obligations shall be conditioned upon the following: (a) the indemnified party shall provide prompt written notice of any claim to the indemnifying party, provided that any failure to provide such prompt written notice will only relieve the indemnifying party of its obligations to the extent its ability to defend such claim is materially prejudiced by such failure; (b) the indemnifying party shall have sole authority over the defense of the action and the indemnifying party shall not consent to entry of any judgment or admission of any liability of the indemnified party without the prior written approval of the indemnified party; and (c) the indemnified party shall cooperate in the defense of any claim as reasonably required by the indemnifying party at the indemnifying party’s sole expense. It is acknowledged and agreed that nothing contained herein (i) shall be considered a waiver by either party, of any remedy or right, in law or equity, all of which are expressly reserved without prejudice; and (ii) prevents the indemnified party from obtaining separate counsel at such indemnified party’s sole expense.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL JUSTPARK BE LIABLE TO CUSTOMER OR TO ANY THIRD PARTY FOR ANY LOSS OF USE, REVENUE OR PROFIT OR LOSS OF DATA OR DIMINUTION IN VALUE, OR FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL OR PUNITIVE DAMAGES WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGE WAS FORESEEABLE AND WHETHER OR NOT JUSTPARK HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL JUSTPARK’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EXCEED THE AGGREGATE AMOUNTS PAID TO JUSTPARK PURSUANT TO THIS AGREEMENT IN THE 12 MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
Insurance. During the Term, JustPark shall maintain the following insurance policies: (a) Workers’ Compensation or equivalent insurance - Statutory, Employers Liability (coverage may be combined with umbrella policy) -- $500,000.00; (b) General Liability primary coverage of $1,000,000.00 per each occurrence and in the aggregate. Such insurance shall provide coverage for products liability, completed operations, and contractual liability with a $1,000,000.00 minimum limit per occurrence and in the aggregate provided that limits applicable to such insurance shall apply separately to claims occurring with respect to the Services or the Products; (c) Cyber Liability coverage of not less than $3,000,000.00. Such Cyber Liability coverage shall have standard coverage, including, but not limited to, data breach & privacy liability; and (d) Umbrella liability coverage that combines with primary coverage for a total limit of not less than $2,000,000.00.
Publicity. Neither Party shall issue any news release, public announcement, or other form of publicity concerning this Agreement or the Deliverables without obtaining the prior written approval of the other Party hereto, which approval will not be unreasonably withheld or delayed. Notwithstanding the foregoing, JustPark may display Customer’s name and logo (a) on Work Product related to the Deliverables (e.g. displaying Customer’s name and logo on a website used to sell parking inventory), (b) on JustPark’s website and in other materials to identify Customer as a JustPark customer, and (c) as required by applicable law.
Miscellaneous.
Entire Agreement. This Agreement, including and together with any related Task Orders, exhibits, schedules, attachments and appendices, constitutes the sole and entire agreement of the Parties with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, regarding such subject matter. The Parties acknowledge and agree that if there is any conflict between the terms and conditions of this Agreement and the terms and conditions of any Schedule or Task Order, the terms and conditions of this Agreement shall supersede and control. No amendment to or modification of agreement is effective unless it is in writing and signed by an authorized representative of each Party.
Notice. Any notice or other communication required or permitted to be given under this Agreement must be in writing and given by: (a) deposit in the United States mail, addressed to the Party to be notified, postage prepaid and registered or certified with return receipt requested; (b) delivery in person, by courier service, or by overnight delivery service; (c) facsimile; or (d) by electronic mail. Each notice or communication that is mailed, delivered, or transmitted in the manner described above shall be deemed sufficiently given, served, sent, and received, in the case of mailed notices, on the third business day following the date on which it is mailed, in the case of notices delivered by hand, courier service, overnight delivery service, or facsimile, at such time as it is delivered to the addressee (with the delivery receipt or the affidavit of the courier service or overnight delivery service being proof of delivery), in the case of electronic mail, upon receipt, or at such time as delivery is refused by the addressee upon presentation. Any Party may change its address for notice by written notice given to the other Parties hereto. For purposes of notice, the information for each Party is:
If to JustPark:
ParkHub, Inc. d/b/a/ JustPark
Attention: Brian Benenhaley
1717 McKinney Ave., Suite 800 Dallas, TX 75202
Email: brian.benenhaley@justpark.com
If to Company:
To the contact information set forth in the Task Order
Reformation; Severability. If any provision of this Agreement is adjudicated to be invalid, illegal or unenforceable, then the parties hereby stipulate and agree that the adjudicating authority may and hereby is requested to modify the effect and/or interpret such provision so that it becomes valid, legal, and enforceable to the greatest extent permitted by applicable Law; provided that, if for any reason the provision in question cannot be modified or interpreted in accordance with this Section, then: (a) this Agreement will be reformed, construed, and enforced as if such provision has been severed herefrom; (b) such invalidity, illegality or unenforceability will not take effect in any other jurisdiction absent a separate adjudication to that effect; and (c) the remainder of this Agreement shall continue in full force and effect.
Relationship of Parties. Nothing in this Agreement shall create or be deemed to create the relationship of partners, joint venturers, employer-employee, joint employees, or principal-agent between the Parties. Neither Party shall have any authority to assume or create any obligation or responsibility whatsoever, express or implied, on behalf or in the name of the other Party or to bind the other Party in any manner whatsoever nor shall either Party make any representation, warranty, covenant, agreement, or commitment on behalf of the other Party. Each Party shall use commercially reasonable efforts to cooperate and work in good faith with the other Party in connection with the transactions contemplated by this Agreement. With respect to Customer’s use of its designated LTE Data Carrier in the Task Order, as applicable, Customer expressly understands and agrees that it has no contractual relationship whatsoever with the underlying wireless service provider or its affiliates or contractors and that Customer is not a third-party beneficiary of any agreement between JustPark and the underlying LTE Data Carrier that is selected. Customer hereby waives any and all claims or demands against such LTE Data Carrier.
Waiver. No waiver by any Party of any of the provisions of this Agreement shall be effective unless explicitly set forth in writing and signed by the Party so waiving. Except as otherwise set forth in this Agreement, no failure to exercise, or delay in exercising, any rights, remedy, power or privilege arising from this Agreement shall operate or be construed as a waiver thereof, nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.
Successors and Assigns. This Agreement shall be binding upon, and shall inure to the benefit of, the permitted successors and assigns of each Party hereto. Neither Party may assign this Agreement or any of its rights hereunder without the prior written consent of the other Party, which consent shall not be unreasonably withheld or delayed, and any attempted assignment without such consent shall be void; provided however, that JustPark may freely assign this Agreement to an affiliate, subsidiary or a successor (by merger or operation of law) or in connection with the sale of its assets, equity or any change in control.
No Third-party Beneficiaries. This Agreement benefits solely the Parties to this Agreement and their respective permitted successors and assigns and nothing in this Agreement, express or implied, confers on any other Person any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of this Agreement.
Choice of Law. This Agreement, and all matters arising out of or relating to this Agreement, are governed by, and construed in accordance with, the laws of the State of Delaware, without regard to the conflict of law’s provisions thereof to the extent such principles or rules would require or permit the application of the laws of any jurisdiction other than those of the State of Delaware.
Waiver of Jury Trial. Each Party acknowledges that any controversy that may arise under this Agreement is likely to involve complicated and difficult issues and, therefore, each such Party irrevocably and unconditionally waives any right it may have to a trial by jury in respect of any legal action arising out of or relating to this Agreement or the transactions contemplated hereby.
Counterparts. This Agreement may be executed in counterparts, each of which is deemed an original, but all of which together are deemed to be one and the same agreement. Notwithstanding anything to the contrary herein, a signed copy of this Agreement delivered by facsimile, email or other means of electronic transmission is deemed to have the same legal effect as delivery of an original signed copy of this Agreement.
Force Majeure. JustPark shall not be liable or responsible to Customer, nor be deemed to have defaulted or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement when and to the extent such failure or delay is caused by or results from acts or circumstances beyond the reasonable control of JustPark including acts of God, flood, fire, earthquake, explosion, governmental actions, war, invasion or hostilities (whether war is declared or not), terrorist threats or acts, riot, or other civil unrest, national emergency, revolution, insurrection, epidemic, pandemic, lock-outs, strikes or other labor disputes (whether or not relating to either party’s workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials, materials or telecommunication breakdown or power outage, provided that, if the event in question continues for a continuous period in excess of 180 days, Customer shall be entitled to give notice in writing to JustPark to terminate this Agreement.
Fees, Costs, and Expenses. Except as otherwise set forth herein, all fees, costs, and expenses incurred in connection hereto shall be paid by the Party incurring such fees, costs, and expenses. In the event that any suit, action or proceeding is instituted under or in relation to this Agreement, including to enforce any provision in this Agreement, the prevailing Party in such dispute shall be entitled to recover from the losing Party all fees, costs and expenses of enforcing any right of such prevailing Party under or with respect to this Agreement, including without limitation, such reasonable fees and expenses of attorneys and accountants, which shall include, without limitation, all fees, costs and expenses of appeals.
Interpretation. For purposes of this Agreement: (a) the words “include,” “includes” and “including” shall be deemed to be followed by the words “without limitation”; (b) the word “or” is not exclusive; and (c) the words “herein,” “hereof,” “hereby,” “hereto” and “hereunder” refer to this Agreement as a whole. Unless the context otherwise requires, references herein to Sections, Schedules and Exhibits mean the Sections of, and Schedules and Exhibits attached to, this Agreement. This Agreement shall be construed without regard to any presumption or rule requiring construction or interpretation against the Party drafting an instrument or causing any instrument to be drafted. The Schedules, Exhibits and Task Orders referred to herein shall be incorporated herein, construed with, and as an integral part of, this Agreement to the same extent as if they were set forth verbatim herein.