Legal

These Driver Terms of Service (the “Terms”) constitute a legally binding agreement between you (“You”, “Your”, or “Driver”) and Parking Commerce LLC, a Tennessee limited liability company (“Parking Commerce”, “we”, “us”, or “our”), governing Your access to and use of the websites located at parkingcommerce.com, m.parkingcommerce.com, pay.parkingcommerce.com, any associated mobile applications, and all related services, features, and content (collectively, the “Services”).

By scanning a Parking Commerce QR code, accessing the Services, creating an account, providing Your phone number for verification, initiating a parking transaction, or otherwise using any portion of the Services, You acknowledge that You have read, understood, and agree to be bound by these Terms and our Privacy Policy, which is incorporated herein by reference. If You do not agree to these Terms, You must not access or use the Services.

1. THE SERVICES; PLATFORM CLASSIFICATION

1.1 Nature of the Services

Parking Commerce operates a technology platform that connects independent owners and operators of parking facilities (each, an “Owner”) with individuals seeking to park motor vehicles (each, a “Driver”). The Services enable Drivers to discover available parking, reserve parking spaces, and process payments for parking transactions through the Services.

1.2 Platform, Not Operator; No Enforcement

1.3 No Bailment

Use of any parking facility listed through the Services does not create a bailment, agency, partnership, joint venture, or employment relationship between You and Parking Commerce. The relationship between You and the Owner of any parking facility shall be governed by the rules, postings, and terms of that specific Owner and that Owner’s parking facility.

1.4 QR Code Authenticity

You are solely responsible for verifying that any QR code You scan directs You to a legitimate Parking Commerce URL beginning with “pay.parkingcommerce.com” before submitting any payment information. Parking Commerce shall have no liability for any payments made through fraudulent, counterfeit, or tampered QR codes that do not direct to a legitimate Parking Commerce URL. If You suspect a fraudulent QR code, You should not submit payment and should report the issue to Parking Commerce immediately at support@parkingcommerce.com.

2. ELIGIBILITY, ACCOUNT REGISTRATION, AND VERIFICATION

2.1 Eligibility

To use the Services, You must (a) be at least eighteen (18) years of age; (b) have the legal capacity to enter into binding contracts under applicable law; (c) hold a valid driver’s license or otherwise be legally permitted to operate a motor vehicle in the jurisdiction where You intend to park; (d) provide accurate, current, and complete information in connection with Your use of the Services; and (e) not be prohibited from using the Services under applicable law.

2.2 Required Information for All Transactions

To initiate any parking transaction, whether through guest checkout or a registered account, You must provide (a) a valid mobile telephone number capable of receiving SMS text messages; (b) Your full legal name; (c) the license plate number and state of registration of the vehicle to be parked; and (d) a valid payment method. By providing such information, You represent and warrant that it is accurate and that You are authorized to use the payment method provided.

2.3 SMS Verification

As a condition to completing any parking transaction, Parking Commerce will send a one-time verification code to the mobile telephone number You provide. By providing Your mobile telephone number, You expressly consent to receive such verification messages, as well as transactional messages relating to Your parking sessions (including session start and end notifications, overstay warnings, charge confirmations, and refund notifications). Standard message and data rates may apply. You may opt out of marketing-related text messages by replying STOP, but transactional messages are required for use of the Services and cannot be opted out of without terminating Your use of the Services.

2.4 Account Registration (Optional)

You may optionally create an account through the Parking Commerce mobile application or website. Account creation is not required to use the Services but may provide additional features, including transaction history, saved payment methods, and reservation capabilities. If You create an account, You agree to (a) provide accurate, current, and complete information; (b) maintain and promptly update such information; (c) maintain the security and confidentiality of Your account credentials; and (d) accept responsibility for all activities that occur under Your account. You agree to immediately notify Parking Commerce of any unauthorized use of Your account.

2.5 Vehicle Information and License Plate Verification

You represent and warrant that any vehicle license plate, make, model, or other vehicle information You provide through the Services (a) is accurate; (b) corresponds to a vehicle You are legally entitled to operate; and (c) is the actual vehicle that will occupy the parking space during the transaction. Parking Commerce uses license plate information as the primary identifier for parking sessions. Providing inaccurate license plate information may result in (i) failure to receive overstay notifications; (ii) parking session being attributed to a different vehicle; (iii) erroneous enforcement actions by the Owner; and (iv) account termination. Parking Commerce reserves the right to verify license plate information through any lawful means and to suspend or terminate any account or transaction associated with inaccurate or fraudulent vehicle information.

3. PARKING TRANSACTIONS

3.1 Parking Transactions Generally

When You use the Services to reserve, pay for, or otherwise initiate a parking transaction, You enter into a direct contractual relationship with the Owner of the parking facility. The terms of that parking transaction—including pricing, duration, vehicle restrictions, hours of operation, and rules of conduct—are established by the Owner and presented through the Services. Parking Commerce facilitates the discovery and payment processes but is not a party to any parking transaction between You and an Owner.

3.2 Pricing and Fees

All prices are displayed in U.S. Dollars and may include applicable taxes, platform fees, and Owner-set rates. The price displayed at the time of transaction is the price You will be charged for the initial parking session. Prices may vary based on time, location, demand, vehicle type, and other factors as determined by the Owner and the Services. By initiating a parking transaction, You authorize Parking Commerce and its third-party payment processors to charge Your selected payment method for the displayed amount, as well as for any authorized additional charges as set forth in these Terms.

3.3 Payment Processing

All payments through the Services are processed by Stripe, Inc. or another third-party payment processor designated by Parking Commerce. By using the Services, You agree to be bound by the applicable payment processor’s terms of service and privacy policy. Parking Commerce does not store complete payment card information; such information is collected and stored by our payment processors in compliance with applicable industry standards including the Payment Card Industry Data Security Standard (PCI-DSS).

3.4 Authorization Holds

Parking Commerce or its payment processors may place a temporary authorization hold on Your payment method at the commencement of a parking transaction. The actual amount charged may differ from the authorization amount based on actual duration of stay, applicable fees, overstay charges, and other transaction-specific factors as authorized by these Terms.

3.5 Reservations

Where the Services support advance reservations, Your reservation reserves a specific parking space at a specific Facility for the time period specified, subject to availability. Once a reservation is confirmed, the Owner is required to honor it except in the limited circumstances set forth in the Owner Terms of Service (including unsafe vehicles, vehicles that do not physically fit, driver conduct creating safety risks, and force majeure events). If a reservation is unjustifiably refused by an Owner, You shall be entitled to a full refund and may be eligible for additional compensation at Parking Commerce’s discretion.

3.6 Reservation Cancellations by Driver

You may cancel a reservation at any time prior to the scheduled start of the reservation through the Services. Cancellations made prior to the start time shall result in a full refund. Cancellations made after the scheduled start time shall be evaluated case-by-case in accordance with Section 3.10 (Refund Policy).

3.7 Overstays and Automatic Charges

YOU EXPRESSLY AUTHORIZE PARKING COMMERCE TO CHARGE YOUR PAYMENT METHOD FOR OVERSTAY FEES IF YOU REMAIN PARKED BEYOND THE DURATION FOR WHICH YOU HAVE PAID. The amount of any overstay charge will be calculated based on the published rates for the Facility and may include a surcharge as posted at the Facility or through the Services.

Prior to the expiration of Your paid parking session, Parking Commerce will use reasonable efforts to send a notification to the mobile telephone number associated with Your transaction, advising You of the impending expiration and providing options to extend Your parking session. Failure to receive such notification (for any reason, including but not limited to mobile service issues, incorrect phone number, or device unavailability) does not waive Your obligation to extend Your parking session or vacate the Facility before expiration.

Overstay charges shall not exceed the maximum amount disclosed at the time of Your initial transaction or as posted at the Facility, whichever is greater. Parking Commerce reserves the right to limit overstay charges in its discretion, but no such limitation shall be deemed a waiver of any future right to charge in accordance with these Terms.

3.8 Failure of Owner to Provide Parking

If, upon arrival at a Facility, You are unable to park because the Facility is closed, full, inaccessible, or materially different from the description provided through the Services, You shall be entitled to a full refund pursuant to Section 3.10 (Refund Policy). Parking Commerce shall use commercially reasonable efforts to assist You in finding alternative parking but shall have no obligation to do so.

3.9 Chargebacks

If You initiate a chargeback or payment dispute with Your payment provider for a transaction processed through the Services, Parking Commerce reserves the right to (a) suspend or terminate Your account; (b) recover the disputed amount and any associated fees through any means available; and (c) prohibit further use of the Services. You agree to contact Parking Commerce in good faith using the procedures in Section 3.10 to resolve disputes prior to initiating any chargeback. Initiating a chargeback without first contacting Parking Commerce constitutes a material breach of these Terms.

3.10 Refund Policy

Parking Commerce maintains the following refund policy:

• Driver paid but Facility was closed, full, or inaccessible at the time of arrival;
• Duplicate charge or system error;
• Facility listing contained materially inaccurate information that prevented use (e.g., incorrect address, incorrect hours);
• Payment was processed but no parking session was actually consumed and cancellation was made within five (5) minutes of payment.
• Case-by-Case Refunds. The following circumstances are eligible for refund evaluated by Parking Commerce support on a case-by-case basis:
• Vehicle towed during an active paid parking session;
• Material lot issue during the parking session (e.g., security incident requiring evacuation, lot suddenly closed mid-session);
• Reservation made but Driver did not arrive AND Owner can verify the space was not used by another vehicle.
• Not Refundable. The following circumstances are generally not eligible for refund:
• Driver’s voluntary choice to leave the Facility before the paid duration expires;
• Driver violations of Facility rules or applicable law;
• Overstay charges incurred due to Driver’s failure to extend a parking session;
• Disputes raised more than thirty (30) days after the original transaction.

Refund requests must be submitted to support@parkingcommerce.com within thirty (30) days of the transaction at issue and must include the transaction details and a description of the issue. Refunds, when issued, shall be returned to the original payment method and may take five (5) to ten (10) business days to appear, depending on Your payment provider.

4. PARKING FACILITY USE; DRIVER OBLIGATIONS

4.1 Compliance with Facility Rules

You agree to comply with all rules, regulations, posted signage, and instructions of any parking facility You use through the Services, including but not limited to rules regarding vehicle size, vehicle type, hours of operation, designated spaces, security procedures, and prohibited activities. The Owner of each facility is responsible for establishing and enforcing facility rules.

4.2 Compliance with Law

You agree to comply with all applicable federal, state, and local laws and regulations in connection with Your use of the Services and any parking facility, including but not limited to traffic laws, parking ordinances, vehicle registration requirements, and tax obligations.

4.3 Vehicle Condition and Insurance

You represent and warrant that any vehicle You park at a facility accessed through the Services is (a) properly registered and insured as required by applicable law; (b) operational and free from material defects that would render it unsafe or pose a hazard to property or persons; and (c) not in violation of any laws regarding contraband, hazardous materials, or stolen property. You agree that Parking Commerce shall have no responsibility or liability for the condition of Your vehicle.

4.4 Personal Property

4.5 Towing and Enforcement

Owners and their authorized agents may, at their sole discretion and in compliance with applicable law, tow, immobilize, ticket, or otherwise enforce against vehicles that violate facility rules, exceed paid time, fail to display required validation, or otherwise violate the terms of a parking transaction. Parking Commerce does not control, authorize, participate in, or provide tools for any enforcement decisions. Parking Commerce shall have no liability for towing, immobilization, fines, fees, or related actions.

If Your vehicle is towed during an active paid parking session through the Services, You may be entitled to a refund pursuant to Section 3.10. However, recovery of the vehicle, payment of towing fees, and any related disputes are matters between You, the Owner, and any third-party towing operator. Parking Commerce shall use commercially reasonable efforts to assist You in identifying and contacting the responsible parties but shall have no further obligation.

5. PROHIBITED CONDUCT

• Use the Services for any purpose that is illegal, fraudulent, or unauthorized;
• Provide false, misleading, or stolen identification, payment, or vehicle information;
• Pay for one parking space and occupy a different space (including a more expensive or larger space than paid for);
• Share, transfer, or distribute Your parking session, payment confirmation, or reserved space to any third party except as expressly permitted through the Services;
• Use the Services to circumvent payment obligations, including but not limited to using stolen, fraudulent, or unauthorized payment methods;
• Initiate chargebacks or payment disputes for transactions for which You actually received the benefit of parking;
• Park in violation of any facility rules or applicable law and attempt to use the Services to legitimize such conduct;
• Damage or attempt to damage any parking facility, property of the Owner, or property of any other Driver;
• Access or use the Services through automated means, including bots, scrapers, or scripts;
• Interfere with, disrupt, or attempt to gain unauthorized access to any portion of the Services or related systems;
• Reverse engineer, decompile, disassemble, or attempt to derive the source code of any portion of the Services;
• Resell, sublicense, or commercially exploit access to the Services or parking transactions facilitated through the Services;
• Harass, threaten, or harm any other user, Owner, or Parking Commerce employee or representative;
• Submit false, misleading, or defamatory reviews, comments, or other content.

Parking Commerce reserves the right to investigate suspected violations and to take any action it deems appropriate, including but not limited to suspension or termination of Your account, refusal of service, refund denial, recovery of amounts owed, and reporting to law enforcement.

6. INTELLECTUAL PROPERTY

6.1 Parking Commerce Property

The Services, including all content, software, designs, graphics, trademarks, logos, and other materials therein (collectively, the “Parking Commerce Property”), are the exclusive property of Parking Commerce or its licensors and are protected by copyright, trademark, patent, trade secret, and other intellectual property laws.

6.2 Limited License

Subject to Your compliance with these Terms, Parking Commerce grants You a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Services solely for the personal purpose of locating, reserving, and paying for parking. This license does not include any right to (a) resell or commercially use the Services or its content; (b) collect or use any product or service listings, descriptions, or prices; (c) make derivative works; (d) download or copy account information for the benefit of any other party; or (e) use any data mining, robots, or similar tools.

6.3 User Content

To the extent You submit any content to the Services (e.g., reviews, comments, ratings, photographs), You grant Parking Commerce a worldwide, perpetual, irrevocable, royalty-free, sublicensable, and transferable license to use, reproduce, distribute, prepare derivative works of, display, and perform such content in connection with the Services and Parking Commerce’s business operations.

7. PRIVACY AND DATA

Your use of the Services is subject to our Privacy Policy, available at parkingcommerce.com/privacy, which describes how we collect, use, and disclose information about You, including license plate data, location data, device data, and payment data. By using the Services, You consent to the collection, use, and disclosure of Your information as described in our Privacy Policy.

8. THIRD-PARTY SERVICES

The Services may contain links to or integrations with third-party websites, applications, or services (including but not limited to mapping services, payment processors, and authentication providers). Parking Commerce does not endorse, control, or assume responsibility for any third-party services. Your use of any third-party service is at Your own risk and subject to the terms of service and privacy policy of that third party.

9. SERVICE COMMITMENTS (NON-BINDING)

In addition to the disclaimers and limitations of liability set forth elsewhere in these Terms, Parking Commerce voluntarily commits to making reasonable efforts to (a) issue automatic refunds in the circumstances identified in Section 3.10; (b) investigate Driver complaints regarding Facility conditions, towing, and similar issues; (c) suspend or remove from the Services any Owner that engages in fraudulent or unfair practices; and (d) provide reasonable Driver support through the channels identified in these Terms.

10. DISCLAIMER OF WARRANTIES

Some jurisdictions do not allow the exclusion of certain warranties. To the extent such jurisdictions apply, some of the above exclusions may not apply to You.

11. LIMITATION OF LIABILITY

Some jurisdictions do not allow the exclusion or limitation of certain damages. To the extent such jurisdictions apply, some of the above limitations may not apply to You.

12. INDEMNIFICATION

You agree to defend, indemnify, and hold harmless Parking Commerce, its affiliates, and their respective officers, directors, employees, agents, and representatives from and against any and all claims, damages, obligations, losses, liabilities, costs, and expenses (including but not limited to attorneys’ fees) arising out of or related to (a) Your use or misuse of the Services; (b) Your violation of these Terms; (c) Your violation of any rights of any third party, including any Owner; (d) Your violation of any applicable law; (e) any inaccurate or fraudulent information provided by You; or (f) any vehicle parked under Your account or with Your authorization. Parking Commerce reserves the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by You, in which event You shall cooperate with Parking Commerce in asserting any available defenses.

13. TERMINATION

13.1 Termination by Parking Commerce

Parking Commerce may suspend or terminate Your access to the Services, in whole or in part, at any time, for any reason or no reason, with or without notice. Without limiting the foregoing, Parking Commerce may immediately terminate Your access if You violate these Terms or engage in conduct that Parking Commerce determines, in its sole discretion, to be inappropriate, fraudulent, or harmful.

13.2 Termination by You

You may terminate Your account at any time by following the instructions provided through the Services or by contacting Parking Commerce. Termination does not relieve You of any obligations incurred prior to termination, including any payment obligations.

13.3 Effect of Termination

Upon termination, Your right to use the Services shall immediately cease. The following provisions shall survive any termination of these Terms: Sections 1.2 (Platform, Not Operator), 6 (Intellectual Property), 10 (Disclaimer of Warranties), 11 (Limitation of Liability), 12 (Indemnification), 14 (Modifications), 17 (Dispute Resolution), and 18 (General Provisions), as well as any payment or indemnification obligations.

14. MODIFICATIONS TO THE TERMS AND SERVICES

Parking Commerce reserves the right to modify these Terms at any time. Material modifications will be communicated through the Services or by other reasonable means. Your continued use of the Services after the effective date of any modification constitutes Your acceptance of the modified Terms. If You do not agree to the modified Terms, You must stop using the Services. Parking Commerce may also modify, suspend, or discontinue all or any portion of the Services at any time, with or without notice, without liability to You.

15. ELECTRONIC COMMUNICATIONS AND TCPA CONSENT

By providing Your mobile telephone number and using the Services, You expressly consent to receive electronic communications from Parking Commerce, including SMS text messages, emails, push notifications, and in-app messages. SMS messages may be sent for purposes including verification, transaction confirmation, parking session start and end notifications, overstay warnings, charge confirmations, refund notifications, and (with separate consent) marketing communications.

You acknowledge that SMS messages may be sent using automated technology. Standard message and data rates may apply. The frequency of messages varies based on Your use of the Services. To opt out of marketing-related messages, reply STOP to any marketing message. Transactional messages, including those related to active parking sessions and account security, are necessary for the operation of the Services and cannot be opted out of without ceasing use of the Services.

You agree that all agreements, notices, disclosures, and other communications provided electronically satisfy any legal requirement that such communications be in writing, including under the federal Electronic Signatures in Global and National Commerce Act (E-SIGN Act) and the Uniform Electronic Transactions Act.

16. STATE-SPECIFIC PROVISIONS

16.1 California Residents

If You are a California resident, You may have additional rights under the California Consumer Privacy Act (CCPA) and the California Consumer Privacy Rights Act (CPRA). Please refer to our Privacy Policy for details. Pursuant to California Civil Code Section 1789.3, You may report complaints to the California Department of Consumer Affairs by contacting them in writing at 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834, or by telephone at (800) 952-5210.

16.2 New York Residents

If You are a New York resident, certain provisions of these Terms may be modified or unenforceable to the extent inconsistent with non-waivable provisions of New York General Business Law Section 349 or other applicable New York consumer protection laws. Additionally, If You park at a Facility located within New York City, the Facility may be subject to specific licensing and operational requirements administered by the New York City Department of Consumer and Worker Protection (DCWP). Disputes with such Facilities may be subject to specific procedures under New York City law.

16.3 New Jersey Residents

If You are a New Jersey resident, certain provisions of these Terms may not apply to the extent prohibited by New Jersey law, including provisions that limit liability for personal injury caused by negligence or that exclude certain implied warranties.

16.4 Massachusetts Residents

If You are a Massachusetts resident, You may have additional rights under Massachusetts General Laws Chapter 93A and other Massachusetts consumer protection laws that cannot be waived by contract.

16.5 Other Jurisdictions

To the extent that any provision of these Terms is held to be unenforceable in Your jurisdiction under applicable consumer protection or other non-waivable law, such provision shall be enforced to the maximum extent permissible, and the remaining provisions shall remain in full force and effect.

17. DISPUTE RESOLUTION; ARBITRATION; CLASS ACTION WAIVER

17.1 Informal Resolution

Before filing any claim against Parking Commerce, You agree to attempt to resolve the dispute informally by contacting Parking Commerce in writing at support@parkingcommerce.com with a description of the dispute and Your contact information. Parking Commerce will attempt to resolve the dispute informally within sixty (60) days of receipt of such notice.

17.2 Binding Arbitration

If informal resolution is unsuccessful, any dispute, claim, or controversy arising out of or relating to these Terms or the Services, whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory (each, a “Dispute”), shall be resolved exclusively through final and binding arbitration administered by JAMS in accordance with the JAMS Streamlined Arbitration Rules and Procedures, as modified by these Terms. The arbitration shall be conducted in Nashville, Tennessee, before a single arbitrator. The arbitrator’s award shall be final and binding and may be entered as a judgment in any court of competent jurisdiction.

17.3 Class Action Waiver

17.4 Opt-Out Right

You may opt out of the arbitration provisions of these Terms by sending written notice of Your decision to opt out to support@parkingcommerce.com within thirty (30) days of first agreeing to these Terms. The notice must include Your name, address, and a clear statement that You wish to opt out of arbitration. If You opt out, You and Parking Commerce will continue to be bound by the remaining provisions of these Terms.

17.5 Exceptions

Notwithstanding the foregoing, either party may (a) bring an individual claim in small claims court for disputes within the jurisdiction of such court; or (b) seek injunctive or equitable relief in any court of competent jurisdiction to protect intellectual property rights or to enforce Sections 5 (Prohibited Conduct), 6 (Intellectual Property), 12 (Indemnification), or any provision relating to confidentiality.

17.6 Time Limitation

18. GENERAL PROVISIONS

18.1 Governing Law

These Terms shall be governed by and construed in accordance with the laws of the State of Tennessee, without regard to its conflict of law principles. Subject to Section 17, the state and federal courts located in Davidson County, Tennessee shall have exclusive jurisdiction over any matter not subject to arbitration.

18.2 Entire Agreement

These Terms, together with the Privacy Policy and any additional policies referenced herein, constitute the entire agreement between You and Parking Commerce regarding the subject matter hereof and supersede all prior or contemporaneous communications and proposals, whether oral or written.

18.3 Severability

If any provision of these Terms is held to be invalid or unenforceable, that provision shall be enforced to the maximum extent permissible, and the remaining provisions shall remain in full force and effect.

18.4 Waiver

No waiver of any provision of these Terms shall be effective unless in writing and signed by Parking Commerce. The failure of Parking Commerce to exercise or enforce any right shall not constitute a waiver of such right.

18.5 Assignment

You may not assign or transfer these Terms or any rights or obligations hereunder without the prior written consent of Parking Commerce. Parking Commerce may assign these Terms at any time without notice or consent.

18.6 No Third-Party Beneficiaries

These Terms are for the sole benefit of the parties hereto and their permitted successors and assigns. No third party shall have any right to enforce any provision of these Terms.

18.7 Force Majeure

Parking Commerce shall not be liable for any failure or delay in performance to the extent caused by circumstances beyond its reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, civil unrest, government action, pandemic, labor disputes, infrastructure failures, or third-party service interruptions.

18.8 Notices

Notices to Parking Commerce shall be sent to support@parkingcommerce.com or to Parking Commerce LLC, [2301 VANDERBILT PL PMB 8773 NASHVILLE, TN 37235, USA]. Notices to You may be sent to the email address, mobile telephone number, or other contact information associated with Your account or transaction.

18.9 Headings

Section headings are for convenience only and shall not affect the interpretation of these Terms.

18.10 Contact

If You have any questions about these Terms, please contact us at support@parkingcommerce.com. For support inquiries, please contact support@parkingcommerce.com.

END OF DRIVER TERMS OF SERVICE

These Owner Terms of Service (the “Terms”) constitute a legally binding agreement between You (“You”, “Your”, or “Owner”) and Parking Commerce LLC, a Tennessee limited liability company (“Parking Commerce”, “we”, “us”, or “our”), governing Your access to and use of the Parking Commerce platform as an owner, operator, or authorized representative of one or more parking facilities (the “Facilities”, and each, a “Facility”).

By creating an Owner account, listing a Facility, accessing the Owner Dashboard, or otherwise using the Services in an Owner capacity, You acknowledge that You have read, understood, and agree to be bound by these Terms, the Driver Terms of Service to the extent applicable, our Privacy Policy, and any additional policies referenced herein. If You are entering into these Terms on behalf of a company or other legal entity, You represent and warrant that You have the authority to bind such entity to these Terms, in which case “You” refers to such entity.

1. DEFINITIONS

In addition to terms defined elsewhere in these Terms, the following definitions apply:

"Active Spot Fee" means the per-spot fee charged by Parking Commerce on completed transactions, as set forth in Section 6.1.

"Driver" means any individual using the Services to discover, reserve, or pay for parking.

"Facility" means any parking facility, lot, structure, or designated parking area listed by You on the Services.

"Gross Transaction Value" means the total amount paid by Drivers for parking transactions at Your Facility before any fees, refunds, chargebacks, or adjustments.

"Net Payout" means the amount payable to You by Parking Commerce in respect of Your Facility after deduction of Platform Fees, Active Spot Fees, taxes (where Parking Commerce is the collection agent), refunds, chargebacks, reserves, and any other amounts owed under these Terms.

"Owner Dashboard" means the management interface accessible at manage.parkingcommerce.com or such other URL as Parking Commerce may designate.

"Platform Fee" means the percentage of Gross Transaction Value charged by Parking Commerce, as set forth in Section 6.1.

"Reserve" means the portion of Net Payout amounts held by Parking Commerce as security for chargebacks, refunds, and indemnification obligations, as set forth in Section 6.4.

"Services" has the meaning given in the Driver Terms of Service.

2. THE OWNER RELATIONSHIP

2.1 Independent Contractor

You are an independent business operator. Nothing in these Terms shall be construed to create an employment, agency, partnership, joint venture, or fiduciary relationship between You and Parking Commerce. You retain sole authority over the operation of Your Facility, including but not limited to pricing decisions (subject to platform pricing structures), staffing, security, maintenance, and compliance.

2.2 Platform Role; No Enforcement Services

Parking Commerce is a technology platform and payment facilitator. Parking Commerce does not own, operate, manage, or control any Facility. Parking Commerce does not employ Drivers, does not transport vehicles, and is not a parking operator, garage, valet service, bailee, or insurer. Parking Commerce does not provide ticketing, immobilization, towing, collection, or other enforcement services or tools. The Services facilitate discovery and payment, but the parking transaction itself is between You and the Driver, and all enforcement actions are solely Your responsibility.

2.3 No Exclusivity

Unless expressly agreed in a separate written agreement signed by both parties, neither party owes any exclusivity to the other. You may list Your Facility on competing platforms, and Parking Commerce may engage other Owners with competing Facilities.

3. ELIGIBILITY, VERIFICATION, AND ONGOING OBLIGATIONS

3.1 Eligibility Representations and Warranties

• You are at least eighteen (18) years of age and have the legal capacity to enter into binding contracts under applicable law;
• You are a legitimate business or individual operating in good standing in all applicable jurisdictions;
• You hold all rights necessary to list each Facility on the Services, including but not limited to (i) ownership of the underlying real property; (ii) a valid lease that authorizes parking operations; (iii) management authority granted by the rightful owner; or (iv) written authorization from the rightful owner;
• Each Facility complies with all applicable zoning laws, building codes, fire safety codes, accessibility laws (including the Americans with Disabilities Act), and other applicable regulations;
• You hold and will maintain all licenses, permits, and registrations required for the operation of each Facility, including but not limited to local parking facility licenses where required (including, for Facilities located within New York City, a valid Department of Consumer and Worker Protection (DCWP) license);
• You are not subject to any judgment, order, injunction, or other restriction that would prohibit Your use of the Services or operation of any Facility;
• You will comply with all applicable federal, state, and local laws, including consumer protection, advertising, and anti-discrimination laws;
• You hold or will obtain and maintain the insurance coverage required by Section 5.2.

3.2 Verification and Documentation

Parking Commerce reserves the right, at any time, to require You to provide documentation verifying any of Your representations and warranties, including but not limited to (a) proof of ownership or lease rights (deed, lease, property tax statement, or written authorization from the rightful owner); (b) business licenses; (c) parking facility licenses (including DCWP licenses for NYC Facilities); (d) certificates of insurance; (e) tax identification numbers; (f) photographs of the Facility; and (g) government-issued identity verification.

You agree to provide such documentation within forty-eight (48) hours of any request from Parking Commerce. Failure to provide requested documentation within such period may result in (i) suspension of Your account and listings; (ii) holding of Net Payouts pending receipt; and (iii) termination of these Terms for cause.

3.3 Initial Verification

Parking Commerce reserves the right, but not the obligation, to conduct a physical or photographic inspection of any Facility prior to activation on the Services. By submitting a Facility listing, You authorize Parking Commerce or its representatives to conduct such inspection upon reasonable advance notice.

3.4 Continuing Obligations

If at any time any representation or warranty in Section 3.1 ceases to be true, You shall immediately notify Parking Commerce in writing and shall promptly take all actions necessary to remedy the situation. Failure to provide such notification within five (5) business days of discovery shall constitute a material breach of these Terms.

4. FACILITY LISTINGS AND OPERATIONS

4.1 Listing Accuracy

You are solely responsible for the accuracy and completeness of all information You provide regarding Your Facility, including but not limited to address, capacity, hours of operation, pricing, vehicle restrictions, accessibility features, height restrictions, security features, and rules of conduct. You agree to update such information promptly when changes occur.

4.2 Pricing

You may set prices for parking at Your Facility within the parameters supported by the Services. You agree that the prices displayed through the Services are the prices the Driver will be charged, and You shall not seek additional payment from Drivers for parking transactions facilitated through the Services, except for amounts authorized through the Services (e.g., extension fees, overstay charges) or as otherwise expressly permitted herein.

4.3 Honoring Reservations and Transactions

All reservations confirmed through the Services are firm commitments by You. You shall honor all such reservations except in the limited circumstances set forth in Section 4.4 below. You shall not (a) refuse parking to a Driver who has paid through the Services for any reason other than those expressly permitted herein; (b) charge additional amounts not authorized by the Services; (c) double-book reserved spaces; or (d) require Drivers to make payments outside of the Services.

4.4 Permitted Grounds for Refusing a Reservation or Transaction

• The vehicle presented poses an objectively unsafe condition (e.g., visible mechanical failure, leaking fluids creating safety or environmental hazard);
• The vehicle physically cannot fit in the available space (e.g., oversized commercial vehicle in a standard space, vehicle exceeding posted height restrictions);
• The Driver, at the time of arrival, exhibits behavior that creates a reasonable safety concern (e.g., visible intoxication, threatening conduct);
• The Facility is closed or inaccessible due to a force majeure event, emergency, or governmental order outside Your reasonable control.
• Refusal of a reservation or transaction for any reason other than those listed above shall constitute a breach of these Terms. You shall be solely liable for any refund issued to the affected Driver, any compensation paid to the Driver by Parking Commerce, and any reasonable costs incurred by Parking Commerce in resolving the resulting dispute. Repeat unjustified refusals may result in suspension or termination of Your account.

4.5 Quality Standards

• Display the standard Parking Commerce signage package, including (i) the main entrance sign with QR code; (ii) the pricing sign accurately reflecting current rates; and (iii) per-spot QR codes or signage where applicable. Standard signage templates are provided through the Owner Dashboard at no cost. Premium or custom signage may be available for purchase;
• Display all signage required by applicable federal, state, and local law, including without limitation tow warning signs, accessibility signage, and pricing disclosure signs;
• Display Parking Commerce-provided signage in unmodified form (subject to any customization options provided through the Services);
• Maintain adequate lighting, surface conditions, and access during posted hours of operation;
• Promptly address driver-reported issues, including blocked spaces, locked gates, or other access problems.

Parking Commerce reserves the right to establish and modify minimum quality standards for Facilities listed on the Services and to remove listings that do not meet such standards.

4.6 Anti-Diversion

During the term of these Terms and for twelve (12) months thereafter, You shall not, with respect to any Driver who first transacted with You through the Services, (a) solicit such Driver to transact for parking at Your Facility outside of the Services; (b) provide such Driver with information or incentives to circumvent the Services for future transactions; or (c) take any other action designed to divert future transactions from the Services. This Section 4.6 does not prohibit ordinary-course customer relationships where the Driver was already a customer of Yours prior to using the Services or where the parking transaction does not involve the Services.

5. OPERATION OF FACILITY; LIABILITY ALLOCATION

5.1 Operational Responsibility

YOU ARE SOLELY RESPONSIBLE FOR THE OPERATION, MAINTENANCE, SECURITY, AND CONDITION OF YOUR FACILITY. Without limiting the foregoing, You are solely responsible for (a) the physical condition and maintenance of the Facility; (b) security and surveillance; (c) lighting and signage; (d) accessibility compliance; (e) snow, ice, and weather management; (f) compliance with all applicable laws; (g) all enforcement actions, including ticketing, immobilization, towing, and collection, and any disputes arising therefrom; (h) handling of disputes with Drivers regarding the parking experience; (i) any taxes, licenses, fees, or other amounts owed to governmental authorities related to the Facility; and (j) acts and omissions of Your employees, agents, and contractors. PARKING COMMERCE DOES NOT PROVIDE ENFORCEMENT SERVICES, SOFTWARE, OR TOOLS, AND SHALL HAVE NO LIABILITY FOR ANY ENFORCEMENT-RELATED ACTION OR OMISSION BY YOU OR ANY THIRD PARTY.

5.2 Insurance

• Commercial General Liability insurance with limits of not less than One Million U.S. Dollars ($1,000,000) per occurrence and Two Million U.S. Dollars ($2,000,000) in the aggregate, covering bodily injury, property damage, and personal and advertising injury;
• Garage Keepers Legal Liability insurance, where required for the type of Facility, with appropriate limits;
• Workers’ Compensation and Employer’s Liability insurance as required by applicable law;
• Such other insurance as may be required by applicable law or as Parking Commerce may reasonably require.
• You shall name Parking Commerce LLC and its affiliates as additional insureds on Your Commercial General Liability policy. You shall provide Parking Commerce with a certificate of insurance evidencing such coverage upon request and upon any material change to coverage. The insurance required hereunder shall be primary and non-contributing with respect to any insurance maintained by Parking Commerce.

5.3 Towing and Enforcement Conduct

• You will only tow, immobilize, ticket, or otherwise enforce against vehicles in compliance with all applicable federal, state, and local laws, including but not limited to required notices and posting requirements;
• You hold or will obtain all licenses, registrations, and authorizations required for any enforcement actions taken;
• You will not tow, immobilize, ticket, or otherwise enforce against any vehicle with an active paid parking session through the Services, except to the extent such vehicle has materially violated Facility rules in a manner unrelated to payment;
• You will respond promptly and in good faith to any inquiries from Parking Commerce or affected Drivers regarding any enforcement action taken at Your Facility;
• Repeat or material violations of these towing and enforcement provisions shall constitute grounds for immediate suspension or termination of Your account, in addition to any other remedies available to Parking Commerce.

5.4 Indemnification

You shall defend, indemnify, and hold harmless Parking Commerce, its affiliates, and their respective officers, directors, employees, agents, licensors, and representatives from and against any and all claims, demands, suits, actions, proceedings, damages, losses, liabilities, judgments, settlements, costs, and expenses (including but not limited to reasonable attorneys’ fees and costs of investigation) arising out of or relating to (a) Your Facility, including any condition, defect, or operation thereof; (b) any bodily injury, death, or property damage occurring at, on, or in connection with Your Facility; (c) any towing, immobilization, ticketing, or enforcement action taken at Your Facility; (d) Your breach of any representation, warranty, or covenant in these Terms; (e) Your violation of any applicable law; (f) Your acts, omissions, or negligence; (g) any dispute between You and any Driver regarding the parking experience; or (h) any claim that You did not have authority to list Your Facility on the Services. Parking Commerce reserves the right to assume the exclusive defense and control of any such matter, in which event You shall cooperate fully with Parking Commerce in asserting any available defenses, at Your sole cost and expense.

5.5 No Liability of Parking Commerce for Facility Operations

6. FEES; PAYMENTS; PAYOUTS

6.1 Platform Fees and Active Spot Fees

• A Platform Fee of six percent (6%) of Gross Transaction Value for hourly and short-term transactions;
• A Platform Fee of seven percent (7%) of Gross Transaction Value for weekly transactions;
• A Platform Fee of seven percent (7%) of Gross Transaction Value for monthly transactions;
• An Active Spot Fee of three dollars and ninety-nine cents ($3.99) per active spot, deducted from completed transactions only.
• Payment processing fees charged by Stripe, Inc. or other third-party processors are absorbed within the Platform Fees and Active Spot Fees set forth above. Parking Commerce reserves the right to modify Platform Fees and Active Spot Fees upon thirty (30) days’ prior written notice to You. Your continued use of the Services after the effective date of any such modification constitutes Your acceptance of the modified fees.

6.2 Payment Processing

All payments from Drivers are processed by Stripe, Inc. or another third-party payment processor designated by Parking Commerce. By using the Services, You agree to be bound by the applicable payment processor’s terms of service, including without limitation the Stripe Connected Account Agreement (https://stripe.com/connect-account/legal), and to provide all information required by such processor for identity verification and compliance purposes. Failure to maintain a valid payment processor account may result in suspension of Your account and Net Payouts.

6.3 Net Payouts

• Frequency: Weekly, on or about each Tuesday, for Net Payouts attributable to transactions completed during the prior calendar week (Sunday through Saturday);
• Initial Hold: For new Owners, the first scheduled Net Payout shall be held for an additional fourteen (14) days following the standard payout date, to permit fraud screening, account verification, and dispute resolution;
• Minimum Threshold: Net Payouts of less than twenty-five U.S. Dollars ($25.00) shall accumulate and be paid in the following payout cycle in which the threshold is met;
• Method: Via the bank account or other payment method designated by You through the Owner Dashboard and verified through Stripe.

6.4 Reserve

Parking Commerce may, in its discretion, retain a Reserve from Net Payouts as security for chargebacks, refunds, indemnification obligations, and other amounts owed by You under these Terms. The default Reserve shall equal five percent (5%) of Gross Transaction Value for the first five thousand U.S. Dollars ($5,000) in transactions, refundable to You ninety (90) days following accrual provided no related claims or disputes are pending. Parking Commerce may adjust the Reserve at any time based on Your transaction history, dispute rate, or other risk factors.

6.5 Holds and Offsets

Parking Commerce reserves the right to (a) hold Net Payouts pending verification of Your account, resolution of any dispute, or fraud investigation, for a period of up to thirty (30) days, with longer holds permissible upon written notice to You; (b) offset against Net Payouts any amounts owed by You to Parking Commerce, including but not limited to refunds, chargebacks, fees, indemnification obligations, and audit findings; and (c) require an additional reserve account to secure obligations arising under these Terms in the event of elevated dispute rates or risk factors.

6.6 Refund Liability Allocation

• Service Failures Caused by Parking Commerce: Refunds resulting from failures of the Services (e.g., payment processing errors, software malfunctions) shall be borne by Parking Commerce, and the original Platform Fee and Active Spot Fee shall not be deducted from Your Net Payout for such transactions;
• Owner Failures: Refunds resulting from failures attributable to You (e.g., Facility closure, inaccurate listing information, unjustified refusal of reservation, towing during paid session) shall be borne by You. Parking Commerce shall reimburse the affected Driver and shall recover such amounts from Your Net Payouts;
• Driver-Side Issues or Discretionary Refunds: Refunds issued for Driver-side issues or at Parking Commerce’s discretion under Section 3.10 of the Driver Terms of Service shall be borne by You unless Parking Commerce determines, in its reasonable discretion, that the refund is not properly allocated to You.

6.7 Chargebacks

If a Driver initiates a chargeback or payment dispute with respect to a transaction at Your Facility, You shall be solely responsible for the chargeback amount, any associated fees, and any costs of dispute resolution. Parking Commerce will provide reasonable assistance in disputing chargebacks but does not guarantee any particular outcome.

6.8 Taxes

You are solely responsible for the determination, collection, reporting, and remittance of all taxes arising in connection with the operation of Your Facility, including but not limited to sales taxes, use taxes, parking taxes, and income taxes. PARKING COMMERCE RESERVES THE RIGHT TO ACT AS A MARKETPLACE FACILITATOR AND TO COLLECT AND REMIT APPLICABLE TAXES ON YOUR BEHALF AS REQUIRED BY APPLICABLE LAW. You shall provide all tax information and documentation as Parking Commerce may reasonably request to enable such collection and remittance. Parking Commerce will issue Form 1099-K or other applicable tax forms in accordance with applicable law.

6.9 Disputed Amounts

If You dispute any amount of Net Payout, fee deduction, or refund allocation, You must notify Parking Commerce in writing within sixty (60) days of the relevant transaction. Failure to notify Parking Commerce within such period shall constitute Your acceptance of the calculation and waiver of any right to dispute such amount.

7. DATA AND OWNER DASHBOARD

7.1 Owner Data Access

Through the Owner Dashboard, You will have access to data regarding transactions at Your Facility, including but not limited to transaction volumes, revenue, occupancy, and Driver information limited to that necessary for facility operations (e.g., vehicle license plate, time of arrival, time of departure). You agree to use such data solely in connection with the operation of Your Facility and in compliance with all applicable privacy and data protection laws.

7.2 Restrictions on Use of Driver Data

You shall not (a) use Driver data for marketing purposes outside of Your direct operation of the Facility; (b) sell, share, or otherwise disclose Driver data to any third party except as required by law; (c) attempt to identify Drivers beyond the data provided through the Services; (d) use Driver data to circumvent the anti-diversion provisions of Section 4.6; (e) retain Driver data longer than necessary for legitimate operational purposes; or (f) use license plate data in violation of any applicable law, including state-specific automated license plate recognition (ALPR) statutes.

7.3 Data Security

You shall maintain reasonable and appropriate physical, administrative, and technical safeguards to protect Driver data from unauthorized access, use, or disclosure. In the event of any actual or suspected unauthorized access, use, or disclosure of Driver data, You shall notify Parking Commerce within twenty-four (24) hours of discovery.

7.4 License to Parking Commerce

You grant Parking Commerce a worldwide, non-exclusive, royalty-free license to use data regarding Your Facility (including listing information, transaction data, and aggregated performance data) for the operation, improvement, and promotion of the Services. Parking Commerce may use aggregated and de-identified data for any lawful business purpose.

8. INTELLECTUAL PROPERTY

8.1 Parking Commerce Property

All right, title, and interest in and to the Services, including without limitation all software, content, designs, trademarks, logos, signage templates, and documentation, are and shall remain the exclusive property of Parking Commerce or its licensors. Nothing in these Terms grants You any right or license to use the Parking Commerce name, logo, or trademarks without Parking Commerce’s prior written consent, except as expressly authorized through the Services (e.g., displaying signage or QR codes provided by Parking Commerce in unmodified form).

8.2 License to Use Services

Subject to Your compliance with these Terms, Parking Commerce grants You a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Services, and to display Parking Commerce signage in unmodified form, for the sole purpose of operating Your Facility through the platform.

8.3 Owner Marks

You grant Parking Commerce a worldwide, non-exclusive, royalty-free license to use Your business name, logo, photographs of Your Facility, and other Facility-related content for the purpose of operating, marketing, and promoting the Services. You represent and warrant that You have all rights necessary to grant such license.

9. CONFIDENTIALITY

9.1 Confidential Information

“Confidential Information” means any non-public information disclosed by one party to the other in connection with these Terms that is identified as confidential or that a reasonable person would understand to be confidential, including but not limited to fee structures, pricing strategies, transaction data, business plans, technical specifications, and Driver data.

9.2 Obligations

Each party shall (a) use the other party’s Confidential Information solely for purposes of performing under these Terms; (b) protect the other party’s Confidential Information using at least the same degree of care it uses to protect its own confidential information of like nature, but in no event less than reasonable care; and (c) not disclose Confidential Information to any third party except to its employees, agents, and contractors who have a need to know and who are bound by confidentiality obligations no less protective than those herein.

9.3 Exceptions

The obligations in Section 9.2 do not apply to information that (a) is or becomes publicly available without breach of these Terms; (b) was known to the receiving party prior to disclosure; (c) is independently developed without use of Confidential Information; or (d) is required to be disclosed by law, provided that the receiving party gives prompt notice and cooperates in seeking protective treatment.

10. PROHIBITED CONDUCT

• Use the Services for any purpose that is illegal, fraudulent, or unauthorized;
• Misrepresent the condition, location, capacity, ownership, or features of Your Facility;
• List a Facility for which You do not hold all necessary rights;
• Set fake or misleading prices designed to attract Drivers and then enforce against them on technicalities;
• Engage in any form of discrimination prohibited by applicable law;
• Charge Drivers any amount not authorized through the Services or applicable law;
• Manipulate transaction data, customer reviews, or platform metrics;
• Engage in conduct designed to circumvent the anti-diversion provisions of Section 4.6;
• Tow, immobilize, or otherwise enforce against vehicles with active paid parking sessions, except as expressly permitted herein;
• Fail to respond to legitimate Driver complaints regarding the Facility;
• Attempt to gain unauthorized access to other Owners’ accounts, Drivers’ accounts, or any Parking Commerce systems;
• Use the Services in any manner that could damage, disable, overburden, or impair the Services.

11. DISCLAIMER OF WARRANTIES

12. LIMITATION OF LIABILITY

The limitations in this Section 12 shall not apply to (a) Your indemnification obligations under Section 5.4; (b) breach of Section 9 (Confidentiality); or (c) Your obligations to pay amounts owed under these Terms.

13. TERM AND TERMINATION

13.1 Term

These Terms shall commence on the date You first agree to them and continue until terminated as provided herein.

13.2 Termination by Either Party for Convenience

Either party may terminate these Terms at any time, for any reason or no reason, upon thirty (30) days’ prior written notice to the other party.

13.3 Termination by Parking Commerce for Cause

Parking Commerce may suspend or terminate Your access to the Services and these Terms immediately, without prior notice, if Parking Commerce determines, in its sole discretion, that (a) You have breached these Terms; (b) You have engaged in fraudulent, illegal, or harmful conduct; (c) Your Facility poses a safety risk; (d) You have made any false representation or warranty; (e) You have engaged in unjustified refusals of reservations or unlawful enforcement actions; (f) You are subject to any legal, regulatory, or administrative action that could affect Your ability to perform under these Terms; or (g) Your continued use of the Services would expose Parking Commerce to liability or reputational harm.

13.4 Effect of Termination

Upon termination: (a) Your right to access and use the Services shall immediately cease; (b) all reservations and transactions in progress shall be honored or cancelled in accordance with applicable Driver-facing terms; (c) any outstanding Net Payouts shall be paid out in accordance with normal payout schedules, subject to any holds, offsets, or Reserves; (d) You shall pay any amounts owed to Parking Commerce; and (e) Sections 4.6 (Anti-Diversion), 5.4 (Indemnification), 7 (Data and Owner Dashboard), 8 (Intellectual Property), 9 (Confidentiality), 11 (Disclaimer of Warranties), 12 (Limitation of Liability), 14 (Audit and Records), and 16 (Dispute Resolution) shall survive termination.

14. AUDIT AND RECORDS

During the term of these Terms and for a period of three (3) years thereafter, You shall maintain accurate and complete records relating to Your Facility and transactions facilitated through the Services. Parking Commerce shall have the right, upon reasonable advance notice, to audit such records to verify Your compliance with these Terms. Any audit shall be conducted at Parking Commerce’s expense, except that if any audit reveals a material breach by You, You shall reimburse Parking Commerce for the reasonable costs of the audit.

15. STATE-SPECIFIC PROVISIONS

15.1 New York Owners

If Your Facility is located in New York City, You represent and warrant that You hold a valid Department of Consumer and Worker Protection (DCWP) parking facility license and shall provide such license number for verification upon request and update Parking Commerce promptly upon any change to Your license status. Failure to maintain a valid DCWP license while operating a Facility in New York City shall constitute an immediate material breach of these Terms and shall result in immediate suspension of Your account.

Additionally, if Your Facility is located in New York, You shall comply with all applicable New York City Administrative Code provisions, New York General Business Law provisions, and other applicable New York consumer protection laws governing parking facility operations, including but not limited to required signage, recordkeeping, and dispute resolution provisions.

15.2 California Owners

If Your principal place of business is in California, certain provisions of these Terms may be modified to the extent inconsistent with non-waivable provisions of California law. Pursuant to California Civil Code Section 1789.3, You may report complaints to the California Department of Consumer Affairs.

15.3 Other Jurisdictions

To the extent that any provision of these Terms is held to be unenforceable in Your jurisdiction under applicable law, such provision shall be enforced to the maximum extent permissible, and the remaining provisions shall remain in full force and effect.

16. DISPUTE RESOLUTION; ARBITRATION; CLASS ACTION WAIVER

16.1 Informal Resolution

Before filing any claim against Parking Commerce, You agree to attempt to resolve the dispute informally by contacting Parking Commerce in writing at support@parkingcommerce.com. Parking Commerce will attempt to resolve the dispute informally within sixty (60) days of receipt of such notice.

16.2 Binding Arbitration

Any dispute, claim, or controversy arising out of or relating to these Terms, the Services, or the relationship between the parties (each, a “Dispute”), shall be resolved exclusively through final and binding arbitration administered by JAMS in accordance with the JAMS Comprehensive Arbitration Rules and Procedures, as modified by these Terms. The arbitration shall be conducted in Nashville, Tennessee, before a single arbitrator. The arbitrator’s award shall be final and binding and may be entered as a judgment in any court of competent jurisdiction.

16.3 Class Action Waiver

16.4 Exceptions

Notwithstanding the foregoing, either party may (a) bring an individual claim in small claims court for disputes within the jurisdiction of such court; (b) seek injunctive or equitable relief in any court of competent jurisdiction to protect intellectual property rights, enforce confidentiality obligations, or prevent violations of Section 4.6 (Anti-Diversion); or (c) collect amounts owed under these Terms.

16.5 Time Limitation

17. GENERAL PROVISIONS

17.1 Governing Law

These Terms shall be governed by and construed in accordance with the laws of the State of Tennessee, without regard to its conflict of law principles. Subject to Section 16, the state and federal courts located in Davidson County, Tennessee shall have exclusive jurisdiction over any matter not subject to arbitration.

17.2 Entire Agreement

These Terms, together with any additional agreements, policies, and exhibits referenced herein, constitute the entire agreement between You and Parking Commerce regarding the subject matter hereof and supersede all prior or contemporaneous communications and proposals, whether oral or written.

17.3 Modifications

Parking Commerce may modify these Terms from time to time. Material modifications will be communicated through the Services or by other reasonable means and will become effective thirty (30) days after such notice (or such longer period as required by applicable law). Your continued use of the Services after the effective date of any modification constitutes Your acceptance. If You do not agree to the modified Terms, You must terminate Your use of the Services as provided in Section 13.

17.4 Severability

If any provision of these Terms is held to be invalid or unenforceable, that provision shall be enforced to the maximum extent permissible, and the remaining provisions shall remain in full force and effect.

17.5 Waiver

No waiver of any provision of these Terms shall be effective unless in writing and signed by Parking Commerce. The failure of Parking Commerce to exercise or enforce any right shall not constitute a waiver of such right.

17.6 Assignment

You may not assign or transfer these Terms or any rights or obligations hereunder without the prior written consent of Parking Commerce, which shall not be unreasonably withheld in the case of an assignment to a successor in connection with a merger, acquisition, or sale of substantially all of Your assets. Parking Commerce may assign these Terms at any time without notice or consent.

17.7 Independent Contractors

The relationship between the parties is that of independent contractors. Nothing in these Terms shall create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between the parties.

17.8 Force Majeure

Neither party shall be liable for any failure or delay in performance to the extent caused by circumstances beyond its reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, civil unrest, government action, pandemic, labor disputes, infrastructure failures, or third-party service interruptions.

17.9 Notices

Notices to Parking Commerce shall be sent to support@parkingcommerce.com or to Parking Commerce LLC [2301 VANDERBILT PL PMB 8773, NASHVILLE, TN 37235, USA]. Notices to You may be sent to the email address or other contact information associated with Your Owner account.

17.10 Counterparts and Electronic Signatures

These Terms may be accepted electronically through the Services. Electronic acceptance shall have the same force and effect as a handwritten signature.

17.11 Headings

Section headings are for convenience only and shall not affect the interpretation of these Terms.

17.12 Contact

If You have any questions about these Terms, please contact us at support@parkingcommerce.com.

END OF OWNER TERMS OF SERVICE