Terms of Service

ParkZilla Marketplace — Parking Space Agreement


SECTION 1

This Agreement

This agreement is between the Renter (“Renter”) who has booked or Rented (“Rent”,”Renting”, “Rented”) a parking space through The ParkZilla Marketplace ("ParkZilla") and the Provider or operator (“Provider”) of the parking space ("The Parking Space", “Gem”, “Gems”) which has been Rented. Each of the parties and details of the Parking Space and the proposed Rental Period ("Rental Period") are set out in the Notification ("Notification") sent by ParkZilla to the Renter and the Provider on completion of the booking.

The Provider represents and warrants that it is the Provider of the Parking Space or the person who is duly authorized to manage the Parking Space. This agreement details the terms and conditions which apply between the Renter and the Provider relating to the Renting of the Parking Space.

The Renter agrees that they are responsible for ensuring that any person they allow to drive the vehicle to the Parking Space complies with these terms and the Provider similarly agrees that they are responsible for ensuring that any person who assists them with managing a booking or is responsible for or authorized to manage the Parking Space or a booking complies with the terms of this Agreement.

PuzzleSticks, LLC is the Provider's agent for the purpose of this Agreement but is not the Provider. This Agreement is between the Renter and the Provider (for details of the terms which apply between the Provider and PuzzleSticks, LLC, please see the Parking Space Providers Agreement. PuzzleSticks, LLC is an intended third party beneficiary of this Agreement but it shall have no obligations to the Renter or the Provider under this Agreement.

The Provider is to allow the Renter to use and occupy the Parking Space during the Rental Period as set out in the Notification. The Renter is not a tenant of the Provider and has not been granted exclusive possession of the Parking Space.

SECTION 2

Booking and Payment

The Renter and the Provider agree with each other to make all bookings for the Parking Space through the ParkZilla Marketplace and acknowledge that PuzzleSticks, LLC may handle the booking and payment process on the Provider's behalf.

All bookings and payments will be made in accordance with the Parking Space Renters Agreement and Parking Space Provider Agreement and the Renter acknowledges that all payments made to PuzzleSticks, LLC are received by PuzzleSticks, LLC as agent for the Provider.

Once the payment processing has occurred for a specific rental and the Renter has paid the full amount for the booking to PuzzleSticks, LLC then no further payments are due to the Provider from the Renter. The Provider accepts that payment of the fees for the Rental to PuzzleSticks, LLC represents a full discharge of the Renter's payment obligations for that booking.

SECTION 3

Cancellation

All bookings are made subject to the cancellation policy ("the Cancellation Policy") and the Renter and the Provider each agree to comply with the terms of the Cancellation Policy and authorize PuzzleSticks, LLC to administer the Cancellation Policy, if necessary.

The Renter must cancel their booking by using the ParkZilla Mobile App. Notice of cancellation will be deemed to be received at the point the Renter issues a cancellation request for their booking. PuzzleSticks, LLC is not responsible for any transmission failures.

If the Renter fails to cancel the booking using the ParkZilla Mobile App the Renter will be liable for the full amount of the fees payable to the Provider and will not receive any refund whatsoever.

In the event that there are exceptional circumstances beyond the reasonable control of the Renter and the Renter accordingly no longer requires the Parking Space, the Renter may request an exceptional cancellation and may receive a refund other than in accordance with the Cancellation Policy. The Renter must inform PuzzleSticks, LLC of the exceptional circumstances before the Rental Period is due to start. The Renter and the Provider agree that whether or not a cancellation is due to exceptional circumstances and whether a refund is due will be at the sole discretion of PuzzleSticks, LLC who will decide on the amount of the refund (if any) and each party agrees that the decision of PuzzleSticks, LLC will be binding.

The Provider agrees to honor all bookings.

If the Provider needs to cancel the Renter's booking, they are required to do so by using the ParkZilla Marketplace. If due to exceptional circumstances beyond the Provider's reasonable control the Provider can not use the Pay It Now Service to cancel the booking the Provider agrees to inform PuzzleSticks, LLC. The parties agree that PuzzleSticks, LLC will be instructed to contact the Renter with proposals for a suitable alternative parking space to be provided by another registered ParkZilla Provider. PuzzleSticks, LLC makes no guarantees or warranties that alternative parking can be found and accepts no liability arising from the failure of the Provider or the Renter to honor the booking or for the costs of alternative parking or other costs arising directly or indirectly as a result of the breach of any terms of this Agreement.

The Renter and the Provider agree that whether or not a Provider cancellation is due to exceptional circumstances beyond the Provider's reasonable control and whether the Provider is responsible for the Renter's additional costs will be determined at the sole discretion of PuzzleSticks, LLC who will decide on the amount of the compensation (if any) and each party agrees that the decision of PuzzleSticks, LLC will be binding.

SECTION 4

Long-Term Booking

A long-term booking is a booking for a period of more than four consecutive weeks.

The Renter will be required to pay an initial booking deposit or the first month's Rental charges at the time the booking is made. All subsequent payments due to the Provider we be processed at the beginning of each month in advance. All payments due to the Provider from the Renter must be paid to PuzzleSticks, LLC who are authorized to collect all such payments on the Provider's behalf.

SECTION 5

End of Rental Period

The Renter must vacate the Parking Space and cease using the Parking Space by the end of the Rental Period. The exact departure time from the Parking Space will be as stated in the Notification.

Unless the Renter has increased his rental time, the Renter will be liable to pay the lower of the parking fee for a full day or $15 for every completed half hour period that the Renter overstays beyond the end of the Rental Period up to a maximum $150. The Provider shall authorize PuzzleSticks, LLC to collect payment of any such additional fees from the Renter on behalf of the Provider.

If the Renter overstays by more than 2 hours then the Provider reserves the right to instruct a third party to remove the Renter's vehicle(s) from the Parking Space (and the Renter will be charged for the costs of any such action).

SECTION 6

Renter obligations

The Renter has primary responsibility for their own safety, the safety of their vehicle and the contents of said vehicle during the Rental Period. Neither the Provider or PuzzleSticks, LLC is responsible for ensuring the safety of the Renter, the Vehicle or it's contents.

The Renter may not allow any person other than the Renter(s) named in the Notification and shall not allow any vehicle other than the vehicle specified in the Notification to occupy the Parking Space at any time during the Rental Period. This agreement is personal to the Renter and the Provider and may not be transferred to any other person. If anyone other than the Renter named in the Notification attempts to use the Parking Space or if anyone attempts to park a different vehicle in the Parking Space during the Rental Period the Provider may refuse access to that individual and their vehicle (even if they have the authority of the Renter).

The Renter represents, warrants and agrees that they will:

  • keep the Parking Space clean, tidy and clear of rubbish and leave the Parking Space in the same condition as they find it;
  • park the vehicle in the Parking Space without obstructing any adjoining or nearby parking spaces or property;
  • notify the Provider or PuzzleSticks, LLC of any damage to the Parking Space during the Rental Period as soon as it occurs;
  • not do or permit to be done on the Parking Space anything which is or which may be or become a nuisance, (whether actionable or not) damage, annoyance, inconvenience or disturbance to the Provider or to the Provider or occupier of neighboring property;
  • not conduct any illegal or immoral activity from the Parking Space;
  • not conduct any business or commercial activity whatsoever from the Parking Space;
  • not use the Parking Space for any purpose other than for parking;
  • maintain insurance on the vehicle as required by applicable law;
  • indemnify and hold harmless the Provider against all loss, liability, damages, costs and expenses arising from the Renter's negligence in connection with the Parking Space, except to the extent that such loss, liability, damages, costs or expenses are caused by the negligent acts or omissions of the Provider; and
  • act with courtesy towards the Provider.

The Renter acknowledges that the Parking Space is someone else's property and agrees not to access any other part of the property to which the Parking Space is attached.

SECTION 7

Provider obligations

Although the Renter has primary responsibility for their own safety, and the safety of their vehicle during the Rental Period and the Provider is not responsible for ensuring the safety of the Renter, the vehicle or it's contents the Provider will not deliberately do or omit to do anything which will or is likely to put the Renter's vehicle or persons at risk.

The Provider shall ensure that the Parking Space is properly and fully described in the ParkZilla listing and in particular if the Parking Space is not suitable for certain types of vehicle or if there are any access restrictions this will be specified.

The Provider will ensure that the Parking Space is available for the duration of the Rental Period and will not obstruct the Renter or prevent the Renter from parking in the Parking Space. The Provider will not allow any person other than the Renter and shall not allow any vehicle other than the vehicle specified in the Notification to occupy the Parking Space at any time during the Rental Period.

The Provider represents, warrants and agrees that:

  • the Parking Space listing is true, complete, and accurate;
  • they will ensure that the Parking Space may be accessed easily by the Renter and is not obstructed at the start of or during the Rental Period;
  • they will ensure that the Parking Space is clean, tidy and clear of rubbish at the start of the Rental Period;
  • they will indemnify and hold harmless the Renter against all loss, liability, damages, costs and expenses arising from the Provider's negligence in connection with the Parking Space, except to the extent that such loss, liability, damages, costs or expenses are caused by the negligent acts or omissions of the Renter; and
  • they will act with courtesy towards the Renter and assist and cooperate with the Renter in relation to locating the Parking Space.

SECTION 8

Complaints, Claims and Liability

Each party agrees that if any dispute arises concerning the Parking Space or otherwise during the Rental Period each party will attempt to resolve such dispute in the first instance by directly communicating with the other. Any agreement reached between the parties may be communicated to PuzzleSticks, LLC and PuzzleSticks, LLC is authorized to collect payments from either party (where possible) to give effect to such agreement.

In the event that a dispute cannot be resolved directly it is agreed that either party may refer the dispute to PuzzleSticks, LLC or make a complaint about the other. Both parties authorize PuzzleSticks, LLC to deal with the dispute or complaint as it sees fit and agree to abide by any decisions they may make in such circumstances, including requiring refunds to be made or compensation to be paid (up to a maximum $100).

Neither party will be liable to the other for any lost profits, loss of data, or costs of procurement of substitute goods or services or for any consequential, special, indirect, or exemplary damages whatsoever arising out of this agreement, the Parking Space or the Rental Period however caused and under any theory of liability (including negligence), even if advised of the possibility of such damages.

The Provider's liability for all losses (with the exception of willful or reckless damage to property, fraud, or personal injury or death arising as a result of negligence) will be limited to the cost of obtaining a replacement Parking Space for the agreed Rental Period or the amount of the Parking Space fees and charges paid by the Renter $100, whichever is the higher amount.

The Renter's liability for all losses (with the exception of willful or reckless damage to property, fraud, or personal injury or death arising as a result of negligence) will be limited to the amount of the Parking Space fees and charges paid or payable by the Renter plus $100.

SECTION 9

General release

Provider and Renter each hereby fully and forever release PuzzleSticks, LLC and its members, partners, employees, attorneys, agents, successors, representatives, shareholders, parent companies, subsidiaries, affiliated companies and assigns, jointly and severally (collectively, the "PuzzleSticks, LLC Parties"), and hereby fully and forever discharge and agree to hold the PuzzleSticks, LLC Parties harmless from and against any and all claims and causes of action, in law or in equity, disputes, suits, debts, liens, rights, contracts, agreements, acts, promises, liabilities, obligations, demands, damages, losses, costs, fees (including, without limitation, those of attorneys) and expenses, of whatsoever kind or nature, whether known or unknown, suspected or unsuspected, which exist, may have existed or which may in the future exist between Provider or Renter on the one hand and the PuzzleSticks, LLC Parties, or any of them, on the other hand in connection with this agreement.

SECTION 10

General

Each party agrees that they have the power and authority to enter into this agreement.

Neither party will be entitled to assign or sub-contract their obligations under this Agreement (save for any duties which may be carried out by PuzzleSticks, LLC as agent for the Provider as set out in this Agreement, the Renter Agreement and the Parking Space Provider Agreement).

Neither party will be liable to the other or be deemed to be in breach of these terms by reason of any delay in performing, or any failure to perform, any of their obligations, if the delay or failure was due to any event of force majeure beyond their reasonable control such as severe weather, subsidence, power or other utility cut-off, burglary, natural disaster, strikes, governmental action, terrorism, war or civil unrest.

Save in the case of fraud these terms represent the entire agreement between the parties and supersede any previous marketing information, representations or agreements whether recorded in writing or otherwise.

The parties agree that these terms are fair and reasonable in all the circumstances. However, if any provision of these terms is held not to be valid by a court of competent jurisdiction but would be valid if part of the wording were deleted, then such provision shall apply with such deletions as may be necessary to make it valid. If any of the provisions in these terms are held not to be valid the remaining provisions of these terms shall remain in full force and effect.

Notwithstanding anything to the contrary inn this Agreement, all provisions of this Agreement are hereby limited to the extent mandated by any applicable law or decisions, and shall only apply to and be effective in those parts of the United States where such provisions are legal and enforceable. If any provision or portion of this Agreement shall be determined by any court of competent jurisdiction to be invalid, illegal, or unenforceable, and such determination shall become final, to that extent and within the jurisdiction in which it is invalid, illegal or unenforceable, such provision or portion shall be deemed to be severed and deleted from this Agreement, and the remaining provisions and portions shall survive and continue to be enforced so as to give effect to the intentions of the parties insofar as that is possible.

If either party breaches these terms and conditions and the other party decides to take no action or neglects to do so, then the other party will still be entitled to take action and enforce their rights and remedies for any other breach.


Parkzilla Marketplace — Provider Agreement

These terms and conditions apply to all Parkzilla Marketplace Parking Spots (“Parking Spots”, “Spots”, “Gems”) provided or arranged by us, PuzzleSticks, LLC ("us", "we" or "PuzzleSticks, LLC") to or for you, the Provider or operator of one or more parking spaces (each a "Parking Space", “Gem”) and recipient of the Services ("you" or the "Parking Space Provider", “Gem Provider”).

Please note that these terms apply only to the Services provided by us directly you. These terms do not apply to the use by third parties of the Parking Space itself. The licensing of your Parking Space is dealt with under the terms of your Parking Space Renters Agreement with such third party Renters ("Renters").

We reserve the right to change these terms and conditions.

SECTION 1

Services

We may display, advertise or promote your Parking Space and provide information to Renters and prospective Renters who may wish to use the Parking Space.

To make your Parking Space available you will need to complete two profiles, your personal provider profile and one or more Parking Space profiles.

You are responsible for the accuracy of all information in your listing and any information you provide to the ParkZilla Marketplace. You may be liable to the Renter under the Parking Space Renters Agreement if the information you provide is inaccurate, incomplete or misleading in any way. Your liability may include any reasonable losses incurred by the Renter as a result of such inaccurate, incomplete or misleading information provided by you and you may be ordered to pay reasonable damages on the basis of misrepresentation, breach of contract or otherwise.

We reserve the right to remove your listing at any time.

SECTION 2

Appointment as Agent

You appoint us as your agent for the purposes of forming binding agreements between you and the Renter of your Parking Space. You also appoint us to collect all of the rental fees from the Renter and handle the disbursement of your portion to you.

At the time the booking is made a binding agreement will be formed (the "Parking Space Renters Agreement") between you and the Renter.

You may not incorporate any additional terms into the Parking Space Renters Agreement. You agree not to propose to the Renter any additional terms or amendments to the Parking Space Renters Agreement after a booking has been made. The Renter is not obliged to accept any further terms once the booking has been made on your behalf.

The Parking Space Renters Agreement is a contract between you and the Renter. We are not a party to that agreement and we will not be liable to you, the Renter or any third party for any breach of the Parking Space Renters Agreement or otherwise in relation to the Parking Space or its use by Renters. We are not a real estate broker, agent or insurer. We have no control over the conduct of Renters or Parking Space Providers and disclaim all liability in this regard.

SECTION 3

Bookings

The ParkZilla Marketplace provides a system where a provider can publish an availability schedule for any given Parking Spot. It is the Providers responsibility to keep this schedule updated so that no bookings can take place during times that a given Parking Spot is not actually available. If for whatever reason a booking is made and the binding agreement is in force you as the provider have two options. One (1) you can honor the booking or two (2) you can invalidate the booking which then triggers a refund at your expense to the Renter along with any charges associated with providing that refund.

SECTION 4

Payment

Payments will be processed daily for any short term bookings that are complete at that time. In the case of a monthly agreement or longer the payments will be broken down into monthly amounts and processed at the beginning of each month.

You are responsible for paying all fees and applicable sales taxes, incomes taxes, goods and services taxes and other similar municipal, state and federal indirect taxes or other withholding and personal or corporate incomes taxes ("Taxes") under this agreement in a timely manner.

Once the payment has been processed a confirmation email will be sent to each party.

IRS regulations regarding federal tax reporting requirements stipulate that PuzzleSticks, LLC must collect IRS Form W-9 from all property Providers in the United States. You agree that you will provide IRS Form W-9 within 7 days of signing up as a provider. You understand and agree that you are solely responsible for determining your applicable Tax reporting requirements in consultation with your tax advisors. PuzzleSticks, LLC cannot and does not offer Tax-related advice to any Renters or Parking Space Providers.

You agree that we may issue you invoices and receipts in electronic format by email.

SECTION 5

Cancellation and Termination

You agree to abide by the cancellation policy as stated on our website (the "Cancellation Policy") which may be updated from time to time. Furthermore, you agree that if a Renter wishes to cancel a booking they may do so prior to the booking taking place.

If we have received any payments in respect of a booking before a Rental Period begins and such booking is subsequently canceled by you or the Renter you authorize us to refund the Renter by reversing the original rental payment or using any monies we have on hold for you.

We reserve the right to cancel your account and terminate this agreement if we are unable to refund a Renter because of your payment details becoming invalid within the time frames specified in the Cancellation Policy.

SECTION 6

The Parking Space

Before any Rental Period you must ensure that the Parking Space is in a satisfactory condition and is able to meet the requirements of the Renter under the booking.

You represent and warrant that you own the Parking Space or that you are authorized to allow third parties to use the Parking Space and, where necessary, you have permission from your landlord, tenant or condominium association (or other persons or organizations who control any area of which the Parking Space is a part) to do so. If you are in any doubt you should check the terms of your lease (or sublease), mortgage, deed of trust, condominium documents or any other documents of record to ensure that you are able to rent your Parking Space in the manner envisaged by this agreement and/or your agreement with Renters.

We will not be liable to you the Provider, the Renter or any other third party (such as a landlord, tenant, condominium association (or any other persons who control any area of which the Parking Space is a part) or management company). If you do not have the necessary authority you agree to indemnify and hold harmless PuzzleSticks, LLC for any loss you or we may suffer as a result of your breach of the representation and warranty above.

SECTION 7

Approvals

You represent and warrant that you have all necessary regulatory and planning approvals to Rent the Parking Space and that this use of the Parking Space will comply with all applicable laws, Tax requirements and rules and regulations that may apply to the Parking Space, including but not limited to zoning laws and laws governing rental of residential and other properties.

You agree to notify us immediately upon receiving any notice, correspondence or contact in any other form from any governmental authority, landlord or association (or other persons who control any area of which the Parking Space is a part) in connection with the use of your Parking Space for purposes envisaged by this Agreement and/or your agreement with the Renter; and upon request, you agree to provide copies thereof to us. Following such notice from you we reserve the right to terminate this agreement and remove the Parking Space from the Website.

SECTION 8

Your obligations

You must:

  • honor all bookings with Renters;
  • provide your Parking Space in accordance with the details and information set out in listing;
  • ensure that all information about you and your Parking Space that you provide to us is true and accurate in all respects and could not in way be construed as misleading to a Renter;
  • deal with all Renters in a professional and courteous manner and in such a way as to not cause any harm or damage to our reputation;
  • comply with all applicable laws, Tax requirements and rules and regulations that may apply to the Parking Space, including but not limited to zoning laws and laws governing rental of residential and other properties;
  • use your best endeavors to settle any disputes that may arise during a Renter's License Period including taking such action as is necessary to bring the dispute to a satisfactory conclusion as soon as practicable so that the Renter may still fulfill his booking.

You agree that you will not create any false account with ParkZilla or use your account with ParkZilla for any immoral or illegal activity or purpose including (without limit) malicious or fraudulent bookings or money laundering.

You agree to use ParkZilla as your exclusive agent for the purposes of making and accepting bookings from Introduced Renters. For the purposes of this clause an “Introduced Renter' means any person who

  • has made a booking of your Parking Space through the ParkZilla Marketplace; or
  • has made an inquiry about your Parking Space through The ParkZilla Marketplace (whether or not such person completed a booking); or
  • has become aware of you or your address or the address or location of your Parking Space directly or indirectly as a result of your listing with ParkZilla; or
  • has become aware of you or your address through marketing, promotion or other means of advertising the ParkZilla Marketplace.
  • has made you aware of their need for parking through the ParkZilla Marketplace whether or not in any of the above scenarios such person completes a booking with you or a third party (“Introduced Parking Space Provider'). In the event of a booking between an Introduced Renter and an Introduced Parking Space Provider such of these terms and conditions as relate to fees payable to PuzzleSticks, LLC will apply to the Introduced Parking Space Provider.

In the event that you arrange any booking or rental of your Parking Space with an Introduced Renter within a period of 12 months from the end of any Introduced Renter's Last Rental (if the Introduced Renter makes a booking) or the date on which we introduced the Introduced Renter to you or the Introduced Renter became aware of you or your Parking Space through the ParkZilla Marketplace, then you will be liable to us for the fees we would have received had such a booking been made in accordance with the terms of this agreement. You will also be liable for the costs we incur in enforcing this clause and we reserve the right to deduct such fees and costs using the debit or credit card details you have supplied to us or by reducing your ParkZilla balance accordingly.

We reserve the right to inspect the Parking Space at any time to verify the terms of this agreement.

SECTION 9

Account Setup

You will be required as a Provider to sign up for a user account on the ParkZilla Website. You will also be required to sign up for a Stripe Account, the ParkZilla Marketplace's payment processor. You will need to complete their sign up process to enable the ParkZilla Marketplace to list any parking spaces for you.

SECTION 10

Complaints and Disputes

You agree that if you have any dispute with a Renter concerning your Parking Space or any use of the Parking Space you will attempt to resolve it in the first instance by directly communicating with the Renter. In the event that a dispute cannot be resolved with the Renter directly you may refer the dispute to us or make a complaint. You authorize us to deal with the dispute or complaint as we see fit and you agree to abide by any decisions we may make in such circumstances which may include requiring you to refund any payments you have received or requesting that a Renter pays any outstanding amounts in relation to the relevant booking.

You agree that we may use any funds we are holding on your behalf in order to settle a dispute with a Renter and that we are authorized to deduct sums from the debit or credit card details you have supplied (up to a maximum of $250 per claim or dispute) in order to settle a dispute with a Renter.

SECTION 11

Publicity

We may refer to you or your Parking Space at any time in the future to publicize ourselves or our service.

SECTION 12

Termination

Either party may terminate this Agreement at any time but upon termination you agree to honor any outstanding bookings. From the date of termination we will not confirm or accept any new bookings for the Parking Space but the Agreement will continue in respect of those outstanding bookings.

In the event that this Agreement is terminated while any fees or charges whatsoever are outstanding to us then you must pay all outstanding fees or charges to us immediately without set-off or deduction.

We will be entitled to terminate this Agreement immediately if:

  • you are in material breach of any of the terms of this Agreement; or
  • you do anything to put our goodwill or reputation at risk; or
  • we have any reason to believe that you are not authorized to Rent the use the Parking Space;
  • you cancel a booking other than in accordance with the Cancellation Policy; or
  • you refuse to cooperate with us in respect of this Agreement.
  • In the event of termination the terms of this Agreement will continue in full force, so far as such terms relate to existing bookings or the consequences of any previous booking (including terms relating to fees, disclaimers, liability and damage). In the event that:

SECTION 13

Insurance

You will be entirely responsible for any and all insurance that you may require for the purposes of Renting your Parking Space.

SECTION 14

Disclaimers

If you choose to use The ParkZilla Marketplace, you do so at your sole risk. You acknowledge and agree that PuzzleSticks, LLC does not have an obligation to conduct background checks on any Renter. The Services are provided "as is", without warranty of any kind, either express or implied. Without limiting the foregoing, PuzzleSticks, LLC explicitly disclaims any warranties of merchantability, fitness for a particular purpose, quiet enjoyment or non-infringement, and any warranties arising out of course of dealing or usage of trade. PuzzleSticks, LLC makes no warranty that the Services will meet your requirements or be available on an uninterrupted, secure, or error-free basis. PuzzleSticks, LLC makes no warranty regarding the quality of the Services or the accuracy, timeliness, truthfulness, completeness or reliability of any content obtained through the Website or Services.

No advice or information, whether oral or written, obtained from PuzzleSticks, LLC or through the ParkZilla Marketplaces will create any warranty not expressly made herein.

You are solely responsible for all of your communications and interactions with other users of the ParkZilla Marketplaces and with other persons with whom you communicate or interact as a result of your use of the ParkZilla Marketplaces, including, but not limited to, any Renters. You understand that PuzzleSticks, LLC does not make any attempt to verify the statements of users of the ParkZilla Marketplaces or to review or visit any Parking Spaces. PuzzleSticks, LLC makes no representations or warranties as to the conduct of users of the ParkZilla Marketplaces or their compatibility with any current or future users of the ParkZilla Marketplaces. You agree to take reasonable precautions in all communications and interactions with other users of the ParkZilla Marketplaces and with other persons with whom you communicate or interact as a result of your use of the ParkZilla Marketplaces, including, but not limited to, Renters, particularly if you decide to meet in person.

SECTION 15

Your liability

You agree to defend, indemnify and hold harmless PuzzleSticks, LLC, its affiliates, and their respective officers, members, directors, managers, employees and agents ("PuzzleSticks, LLC Indemnities") from and against any and all claims, damages, obligations, losses, liabilities, costs, and expenses (including but not limited to attorney's and accountant's fees) arising from: (i) your actions or omissions in relation to the Services, the Website, the Parking Space or the Booking; (ii) your violation of any term of this Agreement; (iii) your violation of any third-party right, including without limitation any copyright, property, publicity or privacy right; (iv) any claim that any content uploaded by you to the Service caused damage to a third party; (v) your violation of any law; or (vi) your breach of the Parking Space Rental Agreement. This defense and indemnification obligation will survive this Agreement and your use of the Parkzilla Marketplaces. You hereby agree to waive the application of any law that may limit the efficacy of the foregoing agreement to defend and indemnify PuzzleSticks, LLC Indemnities.

SECTION 16

Our liability

PuzzleSticks, LLC will not be liable for any lost profits, loss of data, or costs of procurement of substitute goods or services or for any claim or demand against you by any other party. In no event will PuzzleSticks, LLC be liable for any consequential, special, indirect, or exemplary damages whatsoever arising out of (i) errors, mistakes, or inaccuracies of the ParkZilla Marketplace, (ii) personal injury or property damage of any nature whatsoever resulting from your access to and use of the ParkZilla Marketplaces or any booking with a Renter, (iii) any unauthorized access to or use of our secure servers and/or any and all personal, institutional, technical or other information stored therein, (iv) any interruption or cessation of transmission to or from the ParkZilla Marketplace, (v) any bugs, viruses, Trojan horses, or the like, which may be transmitted to or through the ParkZilla Marketplace by any third party, or for any loss or damage of any kind incurred as a result of your use of the ParkZilla Marketplaces, however caused and under any theory of liability (including negligence), even if advised of the possibility of such damages. You acknowledge that the amounts payable under this Agreement are based in part on these limitations, and You further agree that these limitations will apply notwithstanding any failure of essential purpose of any limited remedy. The foregoing limitation of liability shall apply to the fullest extent permitted by law in the applicable jurisdiction

For the avoidance of doubt, the liability excluded includes any loss arising from your dealings with any Renter or arising from the Parking Space and we shall have no liability to you whatsoever for any act or omission of the Renter in connection with the Parking Space or a Booking. We will not be liable to you in the event of a claim by a Renter against you and, for the avoidance of doubt, we shall not be required to return any money received by us under this Agreement to either you or the Renter in such circumstances.

Our liability to you for all losses under this Agreement is capped at the total fees paid by you to us under this Agreement.

No claim may be brought against us in relation to this Agreement more than 12 months following the date on which your Parking Space to which such claim relates was last listed on the ParkZilla Marketplace.

You agree that the above exclusions of liability are reasonable in all the circumstances, especially in light of the fact that our Services include only the provision of the ParkZilla Marketplaces and responsibility for the Parking Space and fulfillment of a Booking lies solely with the Provider for whom we act only as an agent in a limited capacity.

SECTION 17

Non-solicitation

You shall not attempt to solicit or perform services for or induce or attempt to induce, any customer, supplier, licensee or business relation of PuzzleSticks, LLC, the ParkZilla Marketplace or any Renter or other Provider through any communication including written and oral communication made by yourself or a third party to transact outside of the ParkZilla Marketplace.

SECTION 18

Confidentiality

Each party agrees with the other not to divulge or allow to be divulged any confidential information relating to the other's business or affairs other than to its employees, associates or contractors (if any) who are subject to appropriate non-disclosure undertakings (if required), or where the other party has consented to such disclosure or where required by law to make such disclosure. Either party may upon termination of this Agreement require by notice in writing to the other party the destruction or return of any confidential material in that party's possession or control. The confidentiality obligation set out here shall expire 3 years after the expiry or termination of the Agreement.

SECTION 19

General

Each of the parties warrants its power and authority to enter into the Agreement and has obtained all necessary approvals to do so.

By entering into this Agreement you also agree to our terms of use and our privacy policy both of which are available on our Website.

No term of the Agreement will be enforceable by any person that is not a party to it.

We will be entitled to assign or sub-contract our obligations under this Agreement.

Both parties shall be released from their respective obligations in the event of national emergency, war, prohibitive governmental regulation or if any other cause beyond the reasonable control of the parties or either of them renders the performance of the Agreement impossible, whereupon all money accrued due under the Agreement shall be paid.

Each party acknowledges that the Agreement and the conditions contain the whole agreement between the parties and that it has not relied upon any oral or written representations made to it by the other or its employees or agents and has made its own independent investigations into all matters relevant to it.

If any provision of this Agreement is prohibited by law or judged by a court to be unlawful, void or unenforceable, the provision shall, to the extent required, be severed from this Agreement and rendered ineffective as far as possible without modifying the remaining provisions of this Agreement, and shall not in any way affect any other circumstances of or the validity or enforcement of this Agreement.

No delay, neglect or forbearance on the part of either party in enforcing against the other party any term or condition of this Agreement shall either be or be deemed to be a waiver or in any way prejudice any right of that party under this Agreement. No right, power or remedy in this Agreement conferred upon or reserved for either party is exclusive of any other right, power or remedy available to that party.

Headings contained in this Agreement are for reference purposes only and should not be incorporated into this Agreement and shall not be deemed to be any indication of the meaning of the clauses to which they relate.

SECTION 20

Governing Law and Jurisdiction

You are contracting with PuzzleSticks, LLC and this Agreement shall in all respects be governed by the laws of the State of Oregon without reference to its principles of conflicts of laws. You acknowledge that PuzzleSticks, LLC's rights and your obligations to PuzzleSticks, LLC are of a unique and irreplaceable nature, the loss of which shall irreparably harm PuzzleSticks, LLC and which cannot be replaced by monetary damages alone so that PuzzleSticks, LLC shall be entitled to injunctive or other equitable relief (without the obligation of posting any bond or surety) in the event of any breach or anticipatory breach by you. You irrevocably waive all rights to seek injunctive or other equitable relief and agree to limit your claims to claims for money damages (if any).

  • Applicable Law

This agreement shall be governed by and shall be construed in accordance with the laws of the State of Oregon. The parties hereto each hereby consent to jurisdiction and venue of the courts of the state of Oregon and of the United States District Court for the District of Oregon for any action arising out of or otherwise relating to this Agreement, and Each party hereby consents to person service by registered or certified mail in any such action.

Any claims brought against PuzzleSticks, LLC must be filed in the courts of the State of Oregon and of the United States District Court for the District of Oregon. Any arbitration, mediation or other conciliatory process must be initiated and carried out in the state of Oregon. Notwithstanding the parties' decision to resolve any and all disputes arising under this Agreement through arbitration, PuzzleSticks, LLC may bring an action to protect its intellectual property rights or to seek to obtain injunctive relief or other equitable relief from a court to enforce the provisions of this Agreement or to enforce the decision of the arbitrator. The arbitrator shall apply the substantive laws in accordance with the Governing Law and Jurisdiction section above, shall issue a written decision, and shall have the power to award any legal remedies consistent with this Agreement except for punitive, exemplary or special damages. The parties will split the arbitrator's fee. Disputes will be resolved only on an individual basis and will not be consolidated with any other claims, suits or other proceedings that involve any claim or controversy of any other party. You agree that the provisions in this clause will survive any termination of this Agreement.

SECTION 21

  • Severability
    Notwithstanding anything to the contrary inn this Agreement, all provisions of this Agreement are hereby limited to the extent mandated by any applicable law or decisions, and shall only apply to and be effective in those parts of the United States where such provisions are legal and enforceable. If any provision or portion of this Agreement shall be determined by any court of competent jurisdiction to be invalid, illegal, or unenforceable, and such determination shall become final, to that extent and within the jurisdiction in which it is invalid, illegal or unenforceable, such provision or portion shall be deemed to be severed and deleted from this Agreement, and the remaining provisions and portions shall survive and continue to be enforced so as to give effect to the intentions of the parties insofar as that is possible.