Terms for using Availlot and its parking-related services.

1. Agreement to Terms

These Terms of Service (the "Terms") are a binding legal agreement between you and Availlot, Inc. ("Availlot," "we," "us" or "our"). "User," "you" and "your" refer to the individual or entity that uses Availlot's websites, applications and other online products and services, and any related offline services, including physical parking facilities where our technology is used ("Availlot Facilities"), and any transaction or engagement you have with us (collectively, the "Services"). By using our Services, whether as a digital user accessing the online aspects of the Services, or as a visitor to an Availlot Facility, you agree to be bound by these Terms. If you use the Services on behalf of an entity, you represent that you have authority to bind that entity, and "you" and "your" will then refer to that entity, its directors, officers, employees and agents.

2. Changes to these Terms or the Services

Except for Section 16 (Arbitration and Class Action Waiver), Availlot may modify or replace these Terms at any time, at its reasonable discretion. You are responsible for reviewing and staying familiar with any changes. Changes take effect immediately unless stated otherwise; if we determine a revision is material, we will notify you as required by law. Continued use of the Services after a modification constitutes acceptance of the Terms as modified. If you do not accept the changes, you must stop using the Services.

Availlot may also modify, suspend, discontinue or terminate the Services or any part of them, with or without notice. Except for payments or refunds expressly available to you under these Terms, or as required by law, Availlot is not liable to you for any such modification, suspension or discontinuance.

3. Who May Use the Services

A. Eligibility. You may use the Services only if you are at least 16 years of age and not otherwise barred from using the Services under applicable law. Certain features may carry a different age limit. By using the Services, you represent that you (or your parent or guardian, if applicable) have reviewed and agreed to these Terms. Parents and guardians are responsible for their children's use of the Services.

B. Registration and your information. To use certain Services you must create an Account, which may require your name, email address, phone number, vehicle information and/or valid payment information. You agree to keep this information accurate, current and complete, and you are solely responsible for safeguarding your Account and all activity on it. Notify us immediately of any unauthorized use. Unless Availlot explicitly permits otherwise, you may hold only one Account, may not let others use it, and may not transfer it to another person or entity.

4. Feedback

If you send us feedback, comments, questions or suggestions about Availlot or the Services ("Feedback"), you represent that you have the right to disclose it and that it does not violate any third party's rights. You agree that we are under no obligation of confidentiality regarding Feedback, that we may already be considering something similar, and you grant Availlot an irrevocable, worldwide, royalty-free license to use, modify and distribute the Feedback, and you waive any moral-rights claims relating to it. This section survives termination of your Account or these Terms.

5. Payments, Bookings and Permits

A. General. Availlot may charge for use of the Services, including hourly or daily parking ("Parking Payment") or a recurring monthly arrangement ("Monthly Permit"). Whichever applies (each, a "Transaction"), you authorize us, or our third-party payment processor, to charge you for that Transaction and future Transactions. We may request additional information relevant to a Transaction, including payment card details and billing address ("Payment Information"), and may need to verify your identity before completing a Transaction. You represent that you have the legal right to use the payment method provided. All fees are payable in United States dollars, are non-refundable and non-transferable except as expressly stated in these Terms, and you remain responsible for any amount we are unable to collect.

B. Service fee. Each Transaction may be subject to a service fee, calculated based on a formula specific to the Services, at a rate set by Availlot at its discretion.

C. Monthly Permits and renewal. If you purchase a Monthly Permit, you will be charged the applicable fee at the start of each period and automatically at the start of each subsequent period, using your Payment Information, unless you cancel, we decline to renew, or these Terms are otherwise properly terminated before the next period begins. By purchasing a Monthly Permit, you authorize Availlot to automatically initiate these recurring, non-refundable payments. If a Monthly Permit fee is not paid on time, we may suspend, cancel or terminate the applicable access.

D. Termination of a Monthly Permit. We may terminate a Monthly Permit at our discretion. If we cancel it without cause, we may issue a prorated refund for unused time; we are not obligated to do so if termination follows a violation of these Terms, applicable law, or harm to another user.

E. Changes to a Monthly Permit. We may change Monthly Permit terms or fees on a going-forward basis. If a price increases, we will notify you and give you an opportunity to change your Monthly Permit before the change applies to a renewal. Continued use after a change takes effect constitutes acceptance.

F. Autostart payments. If you access an Availlot Facility without an active Monthly Permit or Parking Payment, Availlot may automatically charge your Account a Parking Payment to prevent disruption to the Services ("Autostart Payment"), which may include an additional courtesy fee.

6. Content

A. User Content. Video, audio, images, text or other material you post or make available through the Services, including in support requests, promotions or reviews, is "User Content." Availlot does not claim ownership of your User Content.

B. Permissions to your User Content. By making User Content available through the Services, you grant Availlot a non-exclusive, transferable, worldwide, royalty-free license, with the right to sublicense, to use, copy, modify, distribute and display your User Content in connection with operating, providing and improving the Services. This license survives termination of your Account or these Terms.

C. Your responsibility. You are solely responsible for your User Content and represent that you have the rights necessary to grant the license above, and that your User Content does not infringe any third party's rights or violate any law.

D. Removal. Some features let you delete your User Content, though copies may persist in backups or elsewhere on the Services. Availlot is not responsible for the failure to remove or delete User Content, to the extent permitted by law.

7. Application License

Subject to your compliance with these Terms, Availlot grants you a limited, non-exclusive, non-transferable license to download and install the Availlot app on a device you own or control, for your own personal, non-commercial use. You may not copy, modify, reverse engineer, sublicense, rent or distribute the app except as expressly permitted. You agree to promptly install new versions we make available; failing to update may expose you to security risks.

8. General Prohibitions

You agree not to use the Services for any unlawful purpose or in a way not reasonably intended by Availlot. Without limitation, you agree not to: post content that infringes another's rights, is fraudulent, defamatory, obscene, discriminatory or threatens violence; cause a nuisance or property damage in connection with your use of the Services; copy, frame or otherwise exploit the Services or Availlot's branding without written consent; access non-public areas of the Services or our systems; probe, scan or attempt to breach security or authentication measures; bypass technological protections; scrape or crawl the Services other than by manually browsing publicly available pages; send unsolicited advertising or spam; use the Services for a commercial purpose not permitted by these Terms; reverse engineer our software; interfere with or overload the Services; collect other users' personal data without permission; create multiple Accounts or use another user's Account; impersonate any person or entity; or use the Services to build a competing product.

Availlot is not obligated to monitor use of the Services or review User Content, but reserves the right to do so, to remove or disable access to content at our discretion, to investigate suspected violations, and to report unlawful activity to the relevant authorities.

9. SMS Terms

By registering for the Services, you consent to receive communications from us, including calls and text messages to the phone number you provide, to: provide information you requested; update you on your Transactions; respond to support requests; and, where you have opted in, send promotional messages.

Potential fees. Carriers may charge fees for messages sent or received; these vary by carrier and plan.

Standard disclosures. Message frequency varies. Message and data rates may apply. Text STOP at any time to opt out, or text HELP for assistance. See our Privacy Policy and these Terms of Service for more information.

A. Consent. You may consent to receive Availlot text messages through our website, app, or in the course of a transaction or support request. Availlot or its service providers may use automated technology to send transactional messages; marketing messages are never a condition of purchase. Availlot may terminate the text program at any time, with or without notice, and these SMS Terms will continue to apply.

B. Costs. Availlot does not charge for its text program, but your carrier's message and data rates may apply.

C. Frequency. You may receive a welcome or confirmation message, followed by recurring messages depending on your use of the Services.

D. Carriers. Availlot text messages are supported on all U.S. carriers, though supporting carriers may change without notice. Availlot and mobile carriers are not liable for delayed or undelivered messages.

E. Eligibility. By consenting to receive texts, you represent that you are 16 or older and are the subscriber of, or authorized user of, the mobile number provided.

F. Opting out. Text STOP to opt out; we may confirm your opt-out by text. Texting STOP is the only method we treat as a valid opt-out request.

G. Changes. We may modify these SMS Terms at any time; continued enrollment in the text program after a change constitutes acceptance.

10. Third Parties

A. Links to third-party resources. The Services may link to third-party websites or resources, provided only as a convenience. Availlot is not responsible for their content or practices, and you assume all risk from using them.

B. Access via a third-party platform. If you access our Services through a third-party platform, that platform, not Availlot, is responsible for your use of the Services, subject to your agreement with that third party.

11. Termination

We may terminate your access to the Services at our discretion, with or without notice. You may cancel your Account at any time by emailing partners@availlot.com. Upon termination, Sections 4 (Feedback), 5 (Payments, Bookings and Permits), 6 (Content), 8 (General Prohibitions), 11 (Termination), 12 (Disclaimers), 13 (Representations; Release and Indemnity), 14 (Limitation of Liability), 15 (Governing Law), 16 (Arbitration and Class Action Waiver), 17 (General Terms), and any other provision necessary to give them effect, will survive.

12. Disclaimers

To the maximum extent permitted by law, the Services and Availlot Facilities are provided "as is," without warranty of any kind, including implied warranties of merchantability, fitness for a particular purpose or non-infringement. We do not warrant that the Services will be uninterrupted, secure or error-free, or make any warranty about the accuracy or reliability of content available through the Services. Performance can vary due to device limitations, network conditions, GPS accuracy and other factors outside our control.

Your use of the Services and any Availlot Facility is at your own risk. You are solely responsible for your safety, your vehicle and any items left in it. Availlot is not responsible for damage to, or loss of, your vehicle or its contents, for personal injury, or for any parking penalty, fine, ticket, tow or impoundment ("Penalty") arising from your use of a facility, even where the Services were used in connection with the relevant Transaction. You are responsible for resolving any Penalty with the relevant authority. Your sole remedy for any breach of these Terms by Availlot is to stop using the Services, uninstall the app and close your Account.

13. Representations; Release and Indemnity

You represent that you hold any permits, licenses and approvals required to operate the vehicle(s) you use in connection with the Services or an Availlot Facility.

To the extent permitted by law, and in exchange for being allowed to use the Services, you release Availlot, its affiliates and their officers, directors, agents and employees from claims, damages, losses and liabilities relating to loss, theft or damage to property, or injury, illness or death, occurring in connection with the Services or an Availlot Facility, including claims arising from Availlot's own negligence, except where such a release is not permitted by law.

You agree to indemnify and hold Availlot harmless from claims arising out of (a) your access to or use of the Services or an Availlot Facility, (b) your User Content, (c) your violation of these Terms, or (d) your negligent or willful misconduct in connection with the Services. Availlot may assume exclusive defense of any matter otherwise subject to indemnification, and you agree to cooperate with that defense. Availlot is not obligated to carry insurance on your behalf, and the existence of any insurance does not change Availlot's rights or obligations under this section.

14. Limitation of Liability

To the maximum extent permitted by law, Availlot and any party involved in creating or delivering the Services will not be liable for incidental, special, exemplary or consequential damages, or for lost profits, revenue, data or goodwill, arising from these Terms or your use of, or inability to use, the Services, regardless of legal theory and even if Availlot has been advised of the possibility of such damages.

To the maximum extent permitted by law, Availlot's total liability arising out of or in connection with these Terms or the Services will not exceed the amounts you have paid to Availlot for use of the Services, or one hundred dollars ($100) if you have had no payment obligations to Availlot. Some jurisdictions do not allow the exclusion or limitation of certain damages, so some of the above limitations may not apply to you.

15. Governing Law and Forum Choice

For any dispute not subject to arbitration or within a small claims court's jurisdiction, you and Availlot agree to the personal and exclusive jurisdiction of the state and federal courts located in San Francisco County, California, and agree to accept service of process by mail. These Terms and our relationship are governed by the laws of the State of California, without regard to conflict-of-law provisions.

16. Arbitration and Class Action Waiver

Please read this section carefully, it may significantly affect your legal rights, including your right to file a lawsuit in court.

If you have a dispute with Availlot that cannot be resolved informally, it will be resolved on an individual basis as set out below.

A. Initial dispute resolution. Before either party initiates a lawsuit or arbitration, the parties will use best efforts to resolve the dispute informally and in good faith. Each party must notify the other, in writing, of the facts of the dispute and the damages claimed, sent to your email on file or to partners@availlot.com. The receiving party has 30 days to respond, and the other party then has 15 days to reply.

B. Binding arbitration. If the dispute is not resolved within 45 days of starting informal resolution, either party may initiate binding arbitration under the Federal Arbitration Act, 9 U.S.C. § 1 et seq., as the sole means of resolving claims (subject to the exceptions below). The arbitrator has exclusive authority to resolve disputes about the interpretation, applicability or enforceability of these Terms, and may grant any relief available in court.

C. Location. If you are a U.S. resident, arbitration will take place at a reasonable location convenient for you. Both parties agree to the jurisdiction of federal or state courts in San Francisco County, California to compel arbitration or confirm an award.

D. Class action waiver. Arbitration will be conducted on an individual basis only, not as a class or representative action, and both parties waive the right to bring or participate in one. Disputes about the enforceability of this waiver may be resolved only by a court, not an arbitrator. If a final judicial determination finds this waiver unenforceable as to a particular remedy, that remedy alone may be pursued in court, while any remaining arbitrable claims stay pending that outcome.

E. Exceptions. Either party may bring an action in court to protect its intellectual property rights, or may pursue a claim in small claims court within that court's jurisdiction. Seeking such relief does not waive the right to arbitration otherwise.

F. Changes. Availlot will provide 30 days' notice of any change affecting the substance of this section; continued use after that period constitutes acceptance of the revised terms for claims of which Availlot does not yet have notice.

17. General Terms

A. Customer support. For questions about your Account or the Services, contact us as described below. In the event of a conflict between these Terms and information provided by customer support, these Terms control.

B. Reservation of rights. Availlot and its licensors own all right, title and interest in the Services, including associated intellectual property. These Terms do not grant you any rights to Availlot's name, logo or trademarks beyond the limited license described above.

C. Entire agreement. These Terms, together with any additional terms Availlot posts through the Services, constitute the entire agreement between you and Availlot regarding the Services and supersede any prior understanding. If any provision is held invalid, it will be enforced to the maximum extent permissible and the remaining provisions stay in effect.

D. Assignment. You may not assign these Terms without Availlot's prior written consent; Availlot may freely assign these Terms.

E. Notices. We may give notice by any reasonable means, including a general notice on the Services or an email to the address on your Account; electronic notice satisfies any legal requirement that a communication be in writing, and is deemed given 48 hours after dispatch.

F. Waiver. Availlot's failure to enforce a right or provision will not be considered a waiver of it; any waiver must be in writing and signed by an authorized Availlot representative.

G. Section titles. Section titles are for convenience only and carry no legal significance.

H. Statute of limitations. Any claim arising from the Services or these Terms must be filed within one year after it arose, or be forever barred (this does not apply to residents of New Jersey).

I. No third-party beneficiaries. Except as expressly stated in these Terms, there are no third-party beneficiaries to these Terms.

18. Contact Information

If you have questions about these Terms or the Services, contact Availlot at partners@availlot.com or through our Contact Us page.