Terms and Conditions of the Owner/Manager GrydPark Services Agreement

1. GrydPark Services

1.1. GrydPark operates an online marketplace that enables registered property owners (“Owners”), their property managers (“Property Managers”) and/or the tenants of an Owner or Property Manager (“Tenants”) who offer parking spot(s) (each a “Spot”) for rent by publishing and offering Spots on the GrydPark Platform (“Spot Offerings”). The GrydPark Platform allows Owners, Property Managers and Tenants to transact directly with users that are seeking to book such Parking Services (users seeking to rent a Spot are referred to as “Parkers”) in accordance with certain Terms of Service in effect as of the Effective Date and located at parkwithgryd.com/terms-of-service/ (the “Terms of Service”). The Owner, Property Manager or Tenant, as the case may be, who enters into this Agreement is the “Registrant”.

1.2. During the Term (as set out in item 7 of this Agreement), and subject to and conditional on, the Registrant’s compliance with the terms and provisions of this Agreement, GrydPark shall grant the Registrant a limited, non-transferable and non-exclusive right to access and use GrydPark’s proprietary and hosted software products and related documentation, including, but not limited to, Gryd’s web-based platform (the “GrydPark Platform”), the GrydPark website (the “Website”) the GrydPark mobile application (“Mobile App”) and the GrydPark Enforcement mobile application (“Enforcement App”) (collectively, the “Services”). The Services are provided during the Term of this Agreement.

1.3. GrydPark will use commercially reasonable efforts to make the Services available to the Registrant at all times, provided that GrydPark will not be responsible for unavailability caused by: (a) the acts or omissions of the Registrant or any Parker which are contrary to the terms of this Agreement; (b) a Force Majeure Event; (c) a Registrant’s failure to upgrade to a supported version of the Services; (d) a Registrant’s failure to follow any reasonable documentation or instructions provided by GrydPark; (e) the failure of the Registrant Systems (as defined herein) or any other internet access or related problems beyond the demarcation point of the Services; (f) GrydPark’s suspension and termination of the GrydPark or any Parker’s right to use the Services, in accordance with this Agreement; and (g) planned downtime.

1.4. GrydPark hosts the Services for the Registrant’s usage via the Website, GrydPark Platform, Mobile App and Enforcement App. GrydPark is not obligated to make available or deliver any copies of programs or software code in any way, shape or form, to the Registrant, or anyone else.

2. Registrant Responsibilities

2.1. The Registrant shall at all times during the Term of this Agreement, provide promptly all cooperation, assistance and information as GrydPark may reasonably request to enable it to exercise its rights and perform its obligations under and in connection with this Agreement. GrydPark is not responsible or liable for any delay or failure of performance caused in whole or in part by: (a) the Registrant’s delay in performing, or its failure to perform, any of its obligations under this Agreement, including without limitation any incompleteness or inaccuracies in any information provided by the Registrant, an Authorized User (as defined herein) or Owners or Property Managers of the Registrant (if applicable), or if GrydPark is waiting for the Registrant to provide information in response to a request from GrydPark; or (b) a failure of the information technology infrastructure on or through which the Services are accessed or used, which is not GrydPark’s obligation under this Agreement (including, without limitation, an internet connection) (collectively, the “Registrant Systems”) to operate in accordance with manufacturer’s specifications or as otherwise indicated in documentation or instructions reasonably provided by GrydPark.

2.2. Use of the Services shall be subject to any pricing conditions set out in items 5 and 6 of this Agreement. The Registrant is solely responsible for designating the individuals who will have access to and use the Registrant’s account (each, an “Authorized User”), and, with respect to the use of the Services, acknowledges and agrees that GrydPark will not be liable for, and the Registrant shall be liable for: (a) any defaults or delays in the delivery of the Services that are caused by any Authorized User activity that is contrary to the terms of this Agreement; (b) any information, data or other content that is provided to GrydPark by or on behalf of the Registrant, an Authorized User, for the purpose of GrydPark’s performance of the Services (collectively, “Registrant Data”); and (c ) any action or omission of the Authorized Users. The Registrant shall indemnify and hold GrydPark, its employees, contractors, directors, officers, shareholders, agents and representatives harmless from and against all claims (including all claims of infringement of a patent, copyright, trade secret or other industrial or intellectual property right), losses, damages, liabilities, costs and expenses, including legal expenses and fees on a solicitor/client basis (collectively, “Claims“) asserted against, arising out of or suffered by GrydPark or the Registrant as a result of such Registrant Data. The Registrant is also responsible for ensuring that all Authorized Users comply with the terms and provisions of this Agreement, the Parking Spot Rental Agreement, the Terms of Service and any privacy or other policies and agreements which govern the use of the Services (the “Usage Agreements”), as those Usage Agreements may be modified by GrydPark from time to time, in accordance with their respective terms and provisions. The indemnity herein provided shall survive termination of this Agreement.

2.3. The Registrant shall at all times during the Term of this Agreement, maintain a complete and accurate copy of all Registrant Data (as defined herein) in a location independent of the Services. The Registrant acknowledges and agrees, that for the purposes of this Agreement, once GrydPark anonymizes or de-identifies Registrant Data, such data ceases to be Registrant Data.

3. Intellectual Property

3.1. The Registrant retains its rights to any Registrant Data. The Registrant grants GrydPark a non-exclusive, worldwide, sublicensable, royalty-free license to use, host, run, copy, reproduce, process, adapt, translate, publish, transmit, display and distribute Registrant Data, to: (a) provide the Services in accordance with the terms of this Agreement; (b) prevent or address service or technical problems with the Services; (c ) operate, customize and improve the Services, including without limitation developing new technologies or improving existing technologies; (d) anonymize or de-identify the Registrant Data, which anonymized or de-identified data may be used by GrydPark, in its sole discretion, for any purposes; or (e) otherwise act in accordance with the Registrant’s instructions.

3.2. GrydPark shall own and retain all rights, title and interest in and to: (a) all information, data or other content that is generated by or used in connection with the Services, including, without limitation, aggregated and statistical data arising from the operation of the Services and any customizations, improvements, suggestions, enhancement requests, recommendations or other feedback, relating to the functionality of the Services, regardless of whether such material is provided by GrydPark or the Registrant and its Authorized Users (collectively, “GrydPark Content”), but for clarity, the GrydPark Content does not include Registrant Data, the ownership of which remains with the Registrant; and (b) the Services, and including all any and all registered and unregistered rights granted, applied for or otherwise now or hereafter in existence under or related to any patent, copyright, trademark, trade secret, database protection or other intellectual property rights laws, and all similar or equivalent rights or forms of protection in any part of the world (collectively, “IP Rights”) in any of them. The Registrant acknowledges and agrees that it has no right, license or authorization with respect to any of the Services and GrydPark Content (including any IP Rights therein) except as expressly set forth in this Agreement.

3.3. Notwithstanding any restrictions, conditions, requirements or limitations in this Agreement, the parties acknowledge and agree as follows: (a) subject to the Registrant’s acceptance of this Agreement, GrydPark grants the Registrant a non-exclusive, non-transferable, revocable right to access and use the Services, during the Term; (b) the Registrant shall not: (i) assign, transfer or redistribute the Services to any third party in whole or in part other than as permitted under this Agreement; (ii) grant any sublicense or otherwise permit any person other than an Authorized User to access or use the Services; (iii) lease, rent, time share or operate a service bureau for any third party or parties through the Services; (iv) charge a fee to any third party for access to or use of the Services; (v) install, use or make available the Services or any for any online application service provider business, internet service provider business, or other online software rental business; (vi) use or permit the use of the Services other than for the purposes set out from time to time in this Agreement; (vii) reverse engineer, disassemble, decompile, decode, adapt or otherwise attempt to derive or gain access to, the source code of any software owned by or licensed to GrydPark, or test, risk assess, or reverse-engineer the Services to attempt to find strengths, limitations, vulnerabilities or evade filtering capabilities; (viii) generate or facilitate one or more electronic messages, including email, which contravene any applicable laws, including without limitation, applicable laws relating to discrimination, human rights law, defamation, hate speech or anti-spam; (ix) impersonate any person, or to facilitate any other dishonest or fraudulent purpose; (x) intentionally distribute viruses, worms, Trojan horses, corrupted files, hoaxes, or other items of a destructive or deceptive nature; (xi) intentionally interfere with or attempt to disable GrydPark’s servers or telecommunications infrastructure of the Services; (xii) seek to prevent the disclosure of the identity of any person who uses the Services, through a process of IP address masking, blocking, or other similar activity; (xiii) allow, enable, or alter any configuration of the Services to allow the receiving or sending of data between the Services and third party software, or to allow a single login between the Services and third party software, or any other similar kind of link between the Services and third party software, without GrydPark’s prior written consent (which may be withheld by GrydPark, in its sole discretion); (xiv) use the Services as the basis for creating a competitive solution (or assisting a third party to do so); or (xv) copy, modify alter or create derivative works from the Services; and (c ) the Registrant shall not use any GrydPark Content except to use and enjoy the benefit of the Services in accordance with the terms of this Agreement.

3.4. GrydPark reserves the right to access and monitor the Services and any Registrant Data or information which is resident on, or transits through, the Services, to: (a) provide the Services, including upgrades thereto; (b) satisfy any applicable laws, regulation, legal process or governmental request; or (c ) respond to user support requests. GrydPark will not be responsible or liable for the exercise or non-exercise of its rights under this Section 3.4.

4. Privacy and Security

4.1. Data security requires a collective effort. GrydPark will comply with its obligations and requirements as set forth in this Section 4 (the “Privacy and Security Obligations“), which relate to measures we take to avoid unauthorized access, use, modification, deletion and disclosure of Registrant Data. As GrydPark cannot guarantee data security, its obligations are expressly limited to complying with the Privacy and Security Obligations. The Registrant also has a role to play in protecting Registrant Data. This Section 4 therefore sets out each side’s responsibilities as regards data security in connection with the performance of the Services.

4.2. GrydPark shall, at all times during the Term: (a) require that all personnel who perform the Services on its behalf comply with the Privacy and Security Obligations and take commercially reasonable steps to enforce such compliance where necessary; (b) use commercially reasonable efforts to safeguard and accurately maintain Registrant Data, consistent with industry security standards and backup procedures; (c ) encrypt in transit and at rest all data processed and stored by GrydPark; (d) use commercially reasonable efforts to keep personally identifiable Registrant Data confidential and treat it as Confidential Information; (e) with respect to personally identifiable Registrant Data in its possession or control, comply, and cause any person acting on its behalf to comply, with its privacy policy as amended from time to time, the current version of which is available upon request; (f) promptly destroy and remove its access to Registrant Data, upon termination this Agreement and in accordance with Section 6.5; (g) in respect of Registrant Data, immediately report to the Registrant, any actual, reasonably suspected, or attempted use, disclosure of, access to, or other dealing with Registrant Data not authorized under this Agreement, and any actual, reasonably suspected, or attempted breach of its security measures or those of any person acting on its behalf, which has impacted or reasonably could be expect to impact Registrant Data, in all cases as soon as GrydPark becomes aware of same; and (h) co-operate with the Registrant in the response to all such data security incidents and provide such assistance to the Registrant as may be reasonably required in connection with the resolution of such data security incidents.

4.3. The Registrant shall, at all times during the Term, retain sole responsibility for: (a) all Registrant Data, including its content and use; (b) all information, instructions and materials provided by or on behalf of Registrant or any Authorized User in connection with the Services; (c ) Registrant Systems; (d) the security and use of access credentials of the Registrant and its Authorized Users; (e) all access to and use of the Services and GrydPark Content directly or indirectly by or through the Registrant Systems or its or its Authorized Users’ access credentials, with or without the Registrant’s knowledge or consent, including all results obtained from, and all conclusions, decisions and actions based on, such access or use; and (f) any interception of Registrant Data, by third parties, and for greater certainty, GrydPark cannot guarantee data security, and its obligations in respect of Registrant Data are expressly limited to complying with the Privacy and Security Obligations.

5. Confidentiality

5.1. In connection with this Agreement, each party (as the “Disclosing Party”) may disclose or make available Confidential Information to the other party (as the “Receiving Party”). In this Agreement, “Confidential Information” means information in any form or medium (whether oral, written, electronic or other) that the Disclosing Party considers confidential or proprietary, including, information consisting of, or relating to, the Disclosing Party’s technology, trade secrets, know-how, business operations, plans, strategies, Registrants, and pricing and information with respect to which the Disclosing Party has contractual or other confidentiality obligations, in each case whether or not marked, designated or otherwise identified as “confidential”, provided further that the obligations set out in this Agreement with respect to Confidential Information shall not apply to information that the Receiving Party can demonstrate by written or other documentary records: (a) was rightfully known to the Receiving Party without restriction on use or disclosure before such information’s being disclosed or made available to the Receiving Party in connection with this Agreement; (b) was or becomes generally known by the public other than by non-compliance with this Agreement by the Receiving Party or any of its personnel; (c ) was or is received by the Receiving Party on a non-confidential basis from a third party that, to the Receiving Party’s knowledge, was not or is not, at the time of such receipt, under any obligation to maintain its confidentiality; or (d) was or is independently developed by the Receiving Party without reference to or use of any Confidential Information.

5.2. As a condition to being provided with any disclosure of or access to Confidential Information, the Receiving Party shall: (a) not access or use Confidential Information other than as necessary to exercise its rights or perform its obligations under and in accordance with this Agreement; (b) not disclose, or cause access to be permitted to, Confidential Information, other than to its personnel (including in the case of GrydPark, its subcontractors) who: (i) need to know such Confidential Information for purposes of the Receiving Party’s exercise of its rights or performance of its obligations under and in accordance with this Agreement; (ii) have been informed of the confidential nature of the Confidential Information and the Receiving Party’s obligations under this Section 5; and (iii) are bound by confidentiality and restricted use obligations; (c ) use at least the degree of care it uses to protect its similarly sensitive information, and in no event less than a reasonable degree of care, to safeguard the Confidential Information from unauthorized use, access or disclosure using at least the degree of care it uses to protect its similarly sensitive information and in no event less than a reasonable degree of care; and (d) use commercially reasonable efforts to cause its personnel comply with, and be responsible and liable for any of their non-compliance with, the terms of this Section 5.

5.3. If the Receiving Party or any of its representatives is compelled by applicable laws to disclose any Confidential Information, then, to the extent permitted by such applicable laws, the Receiving Party shall: (a) promptly, and before such disclosure, notify the Disclosing Party in writing of such requirement, so that the Disclosing Party can seek a protective order or other remedy or waive its rights under this Section 5; and (b) provide reasonable assistance to the Disclosing Party, at the Disclosing Party’s sole cost and expense, to oppose such disclosure or seek an injunction, a protective order or other limitations on disclosure. If the Disclosing Party waives compliance or, after providing the notice and assistance required under this Section 5, the Receiving Party remains required by applicable laws to disclose any Confidential Information, the Receiving Party shall disclose only that portion of the Confidential Information that the Receiving Party is legally required to disclose and, on the Disclosing Party’s request, shall use commercially reasonable efforts to obtain assurances from the applicable court or other presiding authority that such Confidential Information will be afforded confidential treatment.

5.4. Each party shall: (a) promptly notify the other party of any unauthorized possession, use, access or disclosure of the other party’s Confidential Information by any person, or attempt to effect the same, upon such information becoming known to such party; (b) promptly furnish the other party with details of such unauthorized possession, use, access or disclosure, or attempt to effect the same, and assist the other party in investigating or preventing the recurrence of any unauthorized possession, use, access or disclosure, or attempt to effect the same, of the other party’s Confidential Information; (c ) cooperate with the other party in any litigation and investigation against third parties deemed necessary by the other party to protect its Confidential Information, to the extent such litigation or investigation is related to this Agreement; and (d) promptly use commercially reasonable efforts to prevent a recurrence of any unauthorized possession, use, access or disclosure of the other party’s Confidential Information, where such party has directly or indirectly caused or is otherwise responsible for any unauthorized possession, use, access or disclosure of the other party’s Confidential Information by any person.

5.5. Each party acknowledges that the disclosure or use of Confidential Information by that party contrary to this Agreement will cause the Disclosing Party irreparable harm, for which damages may not be adequate compensation, and acknowledges that the Disclosing Party may apply for equitable relief, including an injunction, in order to stop any breach or threatened breach by the other party of the terms of this Agreement relating to confidentiality.

6. Term and Termination

6.1. The term of this Agreement will commence on the Effective Date and will continue in effect until this Agreement is terminated by the Registrant or GrydPark, in accordance with the terms and provisions set out herein.

6.2. In addition to any other right or remedy each party has, either party may terminate this Agreement upon the dissolution or filing for voluntary or involuntary bankruptcy (or its equivalent), by the other party. In such event, this Agreement shall be terminated upon receipt by the other party of notice of termination from the terminating party, following any notice periods so prescribed.

6.3. GrydPark may terminate this Agreement immediately if the Registrant breaches any of the terms of this Agreement or the Terms of Service.

6.4. If the Registrant disputes any amount due to the Registrant, it shall notify GrydPark in writing of any dispute (along with a reasonably detailed description of the dispute) within thirty (30) days of receiving the payment from GrydPark. The parties shall seek to resolve all such disputes expeditiously and in good faith. Notwithstanding anything to the contrary, each party shall continue performing its obligations under this Agreement during any such dispute.

6.5. Upon the termination or expiration of this Agreement for any reason: (a) GrydPark may disable access to all software associated with the Services; (b) except as otherwise required by law, GrydPark shall destroy and remove its access to any Registrant Data and shall have no obligation to retain or otherwise provide Registrant Data; (c) GrydPark may cancel any of the Registrant’s confirmed bookings for Spot Offerings; (d) both parties shall remain liable for any amounts due under this Agreement or the Terms of Service up to and including the date of termination; and (e) GrydPark will not provide any refunds or credits to the Registrant, unless otherwise agreed upon in writing. The parties acknowledge and agree that GrydPark’s harm or actual damages caused by the termination of this Agreement in these circumstances would be impossible or very difficult to accurately estimate as of the Effective Date, and that such amount is a reasonable estimate of the anticipated or actual harm or actual damages that might arise in these circumstances. The Registrant’s payment of the amount set out in this Section 6.5 is the Registrant’s sole liability and entire obligation and GrydPark’s exclusive remedy for the termination of this Agreement in these circumstances (but for greater certainty, this Section 6.5 shall not limit any other liability or responsibility of the Registrant to GrydPark in respect of any other aspect of this Agreement).

7. Bookings and use of the GrydPark Platform

7.1. The Registrant, represents, warrants and covenants that when creating or posting any Spot Offering, it will: (i) provide complete and accurate information about the Spot (such as Spot description and location); (ii) disclose any rules, restrictions, limitations or other deficiencies that may apply to the Spot or the Spot Offerings (including “Facility Rules”, which are the lot specifications for each Spot Offering, including, but not limited to, how to navigate the lot, which Spot(s) to park in, if there are any restrictions on the lot or the Spot and who can park there); and (iii) provide any other pertinent information as may be required or requested by GrydPark from time to time. The Registrant is responsible for keeping its Spot Offering information accurate and up-to-date at all times.

7.2. GrydPark shall be responsible for setting the amount of any booking fees for Spot Offerings at its sole discretion. GrydPark may consult with the Registrant regarding the amount of booking fees for Spot Offerings provided that GrydPark is not obligated to rely on any such recommendations. The Registrant will be entitled to the percentage of booking fees listed in item 5 of this Agreement, with the exception of GrydPark’s service fee. This fee structure may be amended from time to time, subject always to the terms and conditions (including with respect to any additional fees, charges or withholdings) of this Agreement and the Terms of Service.

7.3. The Registrant covenants and agrees that any terms and conditions included in the Registrant’s Spot Offerings or applicable to its provision of Parking Services shall not conflict with this Agreement, the Terms of Service or GrydPark’s form of Parking Spot Rental Agreement.

7.4. When a booking is made by a Parker, the Registrant is entering into, without modification, a legally binding agreement with the Parker on the terms and conditions of GrydPark’s form of Parking Spot Rental Agreement and the Registrant is required to provide the Spot Offerings to the Parker in accordance with the terms thereof. The Registrant authorizes GrydPark to withhold any applicable service fees, chargebacks and any applicable taxes, which will be collected pursuant to the Terms of Service.

8. Representations and Warranties

8.1. Each party represents, warrants and covenants to the other party that: (a) if a corporation, it is a corporation incorporated and validly existing in the jurisdiction of its incorporation; (b) it has all required corporate power and capacity to enter into this Agreement, to grant the rights and licenses granted under this Agreement and to perform its obligations under this Agreement; (c ) the entering of this Agreement by the individual who has taken action to enter into this Agreement on behalf of the party has been duly authorized by all necessary corporate action; (d) when executed and delivered by each of the parties, this Agreement will constitute the legal, valid and binding obligation of such party, enforceable against such party in accordance with its terms; and (e) its performance of its obligations hereunder will not be contrary to or require a listing under any law, regulation, rule, registry or like instrument applicable to either party.

8.2. GrydPark represents, warrants and covenants to the Registrant that: (a) it will perform the Services using personnel of required skill, experience and qualifications and in a professional and workmanlike manner in accordance with commercially reasonable industry standards for similar services; and (b) the Registrant’s use of the Services as provided in this Agreement will not infringe the IP Rights of any third party.

8.3. The Registrant represents, warrants and covenants to GrydPark that: (a) the Registrant has full authority to list any Spots that it posts in any Spot Offerings on the GrydPark Platform, and that it has the exclusive use of any such Spots for the entirety of any periods during which it has made the spot available for booking; (b) the Owner has beneficial ownership of the property or facility where any Spots included in any Spot Offerings made by the Registrant are situated and all necessary rights of ingress and egress to and from the Spots (“Access Rights”) and that such Access Rights shall extend to any Parkers as though they were the Owner; (c ) where this Agreement is entered into by a Property Manager, that the Registrant has full authority to enter into this Agreement as an agent for and on behalf of the Owner and that upon the execution of this Agreement, the obligations of the Registrant hereunder shall be binding obligations of the Owner; (d) for each Spot Offering that is accepted by a Parker, it will enter into the Parking Spot Rental Agreement with said Parker, in the form provided by GrydPark; (e) any Spot Offering posted by the Registrant and the performance by the Registrant and the Parker of their respective obligations under the Parking Spot Rental Agreement in connection with any Spot Offering will: (i) not breach any agreements the Registrant (and the Owner, if applicable) has entered into with any third party or the Facility Rules; and (ii) comply with all applicable laws, tax requirements and other rules and regulations, including, without limitation, applicable zoning and other property usage regulations; (f) it has obtained any and all consents, permits, license or approvals necessary to offer any Spot Offering or to perform its obligations under this Agreement or the Parking Spot Rental Agreement in connection with any Spot Offering; (g) it has obtained all necessary consents to be and remain in compliance with, and will in all other respects perform its obligations under the Parking Spot Rental Agreement in compliance with applicable laws. Without limiting the generality of the foregoing, compliance with CASL requires, among other things, the Registrant, as a person who sends a commercial electronic message (each, a “CEM“) in respect of the GrydPark Platform, to: (i) obtain the recipient’s consent to receive the CEM; or (ii) confirm that consent to send the CEM to the recipient can be implied; or (iii) confirm that the CEM is either not subject to CASL, or that the CEM may be sent to the recipient pursuant to an exemption to consent, under CASL. Additionally, all CEMs sent by the Registrant in respect of the Grydpark Platform shall contain: (i) identification information; and (ii) an unsubscribe mechanism, to the extent required by CASL; (h) to immediately notify GrydPark in the event any Tenant listed on its GrydPark Account no longer has a lease or license to use any Spots previously leased or licensed from it; and (i) it will immediately notify GrydPark in the event a Spot directly offered by it (and not through a Tenant) is no longer or will no longer be available for bookings by a Parker.

8.4. The Registrant acknowledges and agrees that the performance of the Services may involve the provision of personally identifiable information, by Authorized Users or Parkers. The Registrant therefore represents, warrants and covenants to GrydPark that: (a) GrydPark’s use of the Registrant Data as provided in this Agreement will not infringe the IP Rights of any third party; (b) the Registrant has permission to allow the Services to process such personally identifiable information, and GrydPark’s performance of the Services as provided in this Agreement will not infringe or violate any privacy or personality rights of any Authorized Users or Parkers.

8.5. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN SECTION 8.1 AND SECTION 8.2, GRYDPARK DOES NOT MAKE AND HEREBY DISCLAIMS ALL WARRANTIES AND CONDITIONS INCLUDING, BUT NOT LIMITED TO, EXPRESS, IMPLIED AND STATUTORY WARRANTIES OR CONDITIONS THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, VIRUS-FREE OR COMPLETELY SECURE AND THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY OR SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT OF ANY THIRD PARTY’S INTELLECTUAL PROPERTY RIGHTS. EXCEPT AS EXPRESSLY SET OUT IN THIS AGREEMENT, ALL SERVICES ARE PROVIDED OR PERFORMED ON AN “AS IS”, “AS AVAILABLE” BASIS, AND THE REGISTRANT’S USE OF THE SERVICES IS SOLELY AT ITS OWN RISK.

8.6. If the Services include services and products which are provided by third parties (“Third Parties”), the Registrant must agree to additional terms and conditions which govern its use of such services and products (the “Third Party Services“). The Registrant hereby acknowledges and agrees that: (a) if software licences are provided to the Registrant by Third Parties, the same will be provided under separate licence and maintenance agreements, to be entered into directly between the Registrant and such Third Parties. The Registrant agrees to adhere to such agreements at all times throughout the Term; (b) to the extent permitted by applicable law, the Third Parties shall have the benefit of the limitations of liability, disclaimers of warranties and indemnification provisions of this Agreement; (c ) upon the termination of this Agreement, the Registrant shall immediately cease its use of the Third Party Services and delete any related software, applications, projects or data; (d) GrydPark is not responsible for any use, disclosure, modification or deletion of Registrant Data that is transmitted to, or accessed by, a Third Party; and (e) GRYDPARK IS NOT A PARTY TO THE RELATIONSHIP BETWEEN THE REGISTRANT AND ANY THIRD PARTY, AND AS SUCH, GRYDPARK HAS NO RESPONSIBILITY TO THE REGISTRANT AS REGARDS THE REGISTRANT’S USE OF ANY THIRD PARTY SERVICES. THE REGISTRANT AGREES THAT IT WILL HAVE NO RECOURSE OR REMEDY AGAINST GRYDPARK IN RESPECT OF SUCH THIRD PARTY SERVICES, EXCEPT AS EXPRESSLY SET OUT IN THIS AGREEMENT.

8.7. GrydPark allows the Registrant to connect with Parkers for the purposes of facilitating Spot Offerings. GRYDPARK IS NOT A PARTY TO ANY RELATIONSHIPS OR AGREEMENTS THE REGISTRANT MAY HAVE WITH OTHER USERS OF SERVICES, INCLUDING, BUT NOT LIMITED TO, PARKERS, AND AS SUCH, THE REGISTRANT IS SOLELY RESPONSIBLE FOR ALL AGREEMENTS AND ARRANGEMENTS THEY ENTER INTO, AND INTERACTION THEY HAVE, WITH OTHER USERS, INCLUDING, BUT NOT LIMITED TO: (A) SUITABILITY FOR A PARTICULAR PURPOSE; (B) ACCURACY OF DATA OR INFORMATION OF ANY OTHER USER (INCLUDING, WITHOUT LIMITATION, ANY DAMAGES, HARM OR LOSSES SUFFERED BY THE REGISTRANT OR THE PARKER WHICH ARISE FROM THOSE RELATIONSHIPS OR AGREEMENTS); AND (C) ANY CONDUCT OF ANY OTHER USER. THE REGISTRANT AGREES THAT THEY WILL HAVE NO RECOURSE OR REMEDY AGAINST GRYDPARK, EXCEPT AS EXPRESSLY SET OUT IN THIS AGREEMENT. GRYDPARK DOES NOT CONDUCT BACKGROUND OR REGISTRY CHECKS ON OTHER USERS OR PARKERS OR VERIFY ANY STATEMENTS THEY MAKE. WITHOUT LIMITING THE FOREGOING, GRYDPARK MAKES NO REPRESENTATIONS ABOUT, AND DOES NOT GUARANTEE, AND THE REGISTRANT AGREES NOT TO HOLD GRYDPARK RESPONSIBLE FOR THE QUALIFICATIONS, BACKGROUND OR IDENTITIES OF PARKERS.

You agree to take whatever precaution is reasonably necessary, when you interact with, communicate with, or enter into agreements or arrangements with other users, whether through the Services, or in person.

9. Indemnification

9.1. Each party (the “Indemnifying Party”) shall indemnify the other party and its officers, directors, employees, shareholders, agents, permitted successors and assigns (collectively, the “Indemnified Party”) and hold it harmless from any losses, damages, claims, costs and expenses of any nature incurred as a result of the Indemnifying Party’s breach of any terms and provisions of this Agreement.

9.2. Each party shall promptly notify the other party in writing of any matter for which such party believes it is entitled to be indemnified under this Section 9. The Indemnified Party shall cooperate with the Indemnifying Party at the Indemnifying Party’s sole cost and expense. The Indemnifying Party shall immediately take control of the defence and investigation of such matter and shall employ counsel reasonably acceptable to the Indemnified Party to handle and defend the same, at the Indemnifying Party’s sole cost and expense. The Indemnified Party’s failure to perform any obligations under this Section 9.2 will not relieve the Indemnifying Party of its obligations under this Section 9.2 except to the extent that the Indemnifying Party can demonstrate that it has been prejudiced as a result of such failure. The Indemnified Party may participate in and observe the proceedings at its own cost and expense with counsel of its own choosing. The Indemnifying Party shall not enter into any settlement of a claim on behalf of or which involves the Indemnified Party without the prior written consent of the Indemnified Party, not to be unreasonably withheld.

10. Limitation of Liability

10.1. NOTWITHSTANDING ANY OTHER PROVISION CONTAINED IN THIS AGREEMENT, IN NO EVENT SHALL GRYDPARK OR ITS DIRECTORS, OFFICERS, SHAREHOLDERS, EMPLOYEES, CONTRACTORS OR AGENTS BE LIABLE TO THE REGISTRANT FOR ANY INDIRECT, SPECIAL, CONSEQUENTIAL, INCIDENTAL OR AGGRAVATED DAMAGES OF ANY KIND WHATSOEVER, HOWSOEVER CAUSED AND REGARDLESS OF THE FORM OR CAUSE OF ACTION (INCLUDING IN TORT, CONTRACT, INDEMNIFICATION, FUNDAMENTAL BREACH, GROSS NEGLIGENCE OR OTHERWISE), EVEN IF SUCH DAMAGES ARE FORESEEABLE OR IF THE PARTY KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES.

10.2. NOTWITHSTANDING ANY OTHER PROVISION CONTAINED IN THIS AGREEMENT, IN NO EVENT SHALL GRYDPARK OR ITS DIRECTORS, OFFICERS, SHAREHOLDERS, EMPLOYEES, CONTRACTORS OR AGENTS BE LIABLE TO THE REGISTRANT FOR ANY INDIRECT, SPECIAL, CONSEQUENTIAL, INCIDENTAL OR AGGRAVATED DAMAGES OF ANY KIND WHATSOEVER, HOWSOEVER CAUSED AND REGARDLESS OF THE FORM OR CAUSE OF ACTION (INCLUDING IN TORT, CONTRACT, INDEMNIFICATION, FUNDAMENTAL BREACH, GROSS NEGLIGENCE OR OTHERWISE), EVEN IF SUCH DAMAGES ARE FORESEEABLE OR IF THE PARTY KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES.

10.3. The Registrant waives the right to bring any claim against GrydPark under this Agreement more than one (1) year after the date on which the claim arose. The parties agree that these limitations are fundamental conditions of contract, are reasonable under the circumstances, and that each party would not have entered into this Agreement but for the inclusion of these limitations on its liability.

11. Force Majeure

11.1. In no event will either party be liable or responsible to the other party, or be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement, (except for any payment obligation), when and to the extent such failure or delay is caused by or results from acts beyond the affected party’s reasonable control, including: acts of God; flood, fire, earthquake, tsunami or explosion; war, terrorism, invasion, riot or other civil unrest; actions, embargoes or blockades in effect on or after the date of this Agreement; national or regional emergency; strikes, labour stoppages or slowdowns or other industrial disturbances; health threats as determined by any one of the Public Health Agency of Canada, the World Health Organization, the Centers for Disease Control, or local government authority or health agencies (including but not limited to the health threats of COVID-19, H1N1, or similar infectious diseases); or national or regional shortage of adequate power, telecommunications or transportation facilities (each of the foregoing, a “Force Majeure Event”).

11.2. A party whose performance is affected by a Force Majeure Event shall give notice to the other party, stating the period of time the occurrence is expected to continue, and shall use diligent efforts to end the failure or delay and minimize the effects of such Force Majeure Event. The non-affected party may terminate this Agreement on notice to the other party if such failure or delay continues for a period of forty-five (45) days or more.

12. Dispute Resolution

12.1. Except for actions arising out of Section 3 (which may be brought in any court of competent jurisdiction), the parties agree that any dispute or controversy arising out of, relating to, or in connection with this Agreement, or the interpretation, validity, construction, performance, beach or termination thereof (a “Dispute“), will be dealt with in accordance with this Section 12. The procedures for the resolution of Disputes set out in this Section 12 do not preclude recourse to the courts for interim or interlocutory relief, whether equitable or pursuant to statute or common law.

12.2. Each party will designate a single point of contact with the authority to discuss and resolve day-to-day issues and the relations between the parties relating to the Services. An initial meeting will be held between the parties promptly after a Dispute has arisen. At the meeting, the parties will attempt in good faith to negotiate a commercially reasonable resolution of the Dispute. No Dispute will be considered resolved until all parties, acting reasonably, have agreed to the resolution in writing. If the parties are not successful in resolving the Dispute in the initial meeting, they will mutually agree on the methods by which they attempt to resolve any Dispute following the initial meeting, such as, for example, telephone, email and fax communications, and/or face to face meetings.

12.3. If the initial meeting referred to in Section 12.2 is not successful in resolving the Dispute, the parties will then attempt in good faith to negotiate a commercially reasonable resolution of the Dispute. If the parties cannot resolve the Dispute within ten (10) Business Days of the initial meeting referred to in Section 12.2, or such longer period of time as they may mutually agree in writing, then either party may (subject to the exclusions identified in Section 12.2) submit the Dispute or disagreement to arbitration in Winnipeg, Manitoba, by a single arbitrator in accordance with The Arbitration Act (Manitoba). The party wishing to commence the arbitration must give the other party a written notice describing the Dispute or disagreement to be arbitrated. If the parties do not agree to a single arbitrator, then either party may apply to a judge of the Manitoba Court of King’s Bench to appoint an arbitrator. The costs and expenses of the arbitration will be allocated by the arbitrator as the arbitrator determines, provided that the successful party shall be entitled to reasonable attorney’s fees, to be paid by the other party.

12.4. Except where clearly prevented by the nature of a Dispute, the parties will continue performing their respective obligations under this Agreement while the Dispute is being resolved in accordance with this section unless and until such obligations expire or are lawfully terminated in accordance with the provisions hereof.

13. Giving Notices

13.1. All notices, requests or other communications required or permitted to be given hereunder or for the purposes hereof to any party will be in writing and will be sufficiently given if delivered personally, or if sent by first class prepaid registered mail or if transmitted by email to such party and addressed to the party’s address for notice specified on the first page of this Agreement, or to an alternate address of which a party advises by giving proper notice, pursuant to this Section 13.1.

13.2. Any notice delivered to a party and so addressed will be deemed to have been given and received on the day it is so delivered at such address, provided that if such day is not a “Business Day” (being a day other than a Saturday, Sunday or any day on which the principal chartered banks located in the city of Winnipeg, in the province of Manitoba, Canada are not open for business during normal banking hours) then the notice will be deemed to have been given and received on the Business Day next following such day. Any notice mailed as aforesaid will be deemed to have been given and received five (5) Business Days following the date of its mailing, provided that during any period of mail disruption, notice shall be delivered personally or transmitted by email. Any notice transmitted by email will be deemed to have been given and received on the date shown on the sender’s confirmation of transmission notice, provided that notice will be deemed to have been given on the next Business Day, if notice is sent by email transmission on a day which is not a Business Day. Any party may change any particulars of its address for notice by notice to the other party in the manner aforesaid.

14. Use of Registrant’s Name

14.1. The Registrant acknowledges and agrees that GrydPark shall have permission to use the Registrant’s name, logo and trademark in any marketing or advertising materials, Registrant lists, websites or apps of GrydPark.

15. Non-Engagement

15.1. The Registrant covenants and agrees that, during the term of this Agreement, it shall not engage or conclude any contract with any third party for (i) the provision of parking services by the Registrant or rental of its parking spots other than through the GrydPark Platform or in the ordinary course of the Registrant’s business; or (ii) the marketing or offering of the Registrant’s parking spots or parking services or for any other services similar to the services being provided to the Registrant by GrydPark under this Agreement and through the GrydPark Platform.

16. Miscellaneous

16.1. Further Assurances: Each of the parties hereto shall use commercially reasonable efforts to, from time to time at the request of the other party, without any additional consideration, furnish the other party such further information or assurances, execute and deliver such additional documents, and take such other actions and do such other things, as may be reasonably necessary or appropriate to carry out the provisions of this Agreement and give effect to the transactions contemplated hereby. Waiver of Rights: The Registrant agrees to waive any right it may have to: (a) a trial by jury; and (b) commence or participate in any class action against us related to the Registrant’s use of the Services, the exchange of electronic documents between the parties or this Agreement and, where applicable, the Registrant agrees to opt out of any class proceedings against GrydPark or its licensors. Governing Law: This Agreement and all related documents, including any exhibits, annexes or schedules attached hereto, and all matters arising out of or relating to this Agreement are governed by, and construed in accordance with, the laws of the Province of Manitoba and the federal laws of Canada applicable therein, without giving effect to any choice or conflict of law provision or rule that would cause the application of the laws of any jurisdiction other than those of the Province of Manitoba. Choice of Forum: Subject to Section 12, any legal suit, action, litigation or proceeding of any kind whatsoever in any way arising out of, from or relating to this Agreement, the services provided hereunder, and all contemplated transactions, shall be instituted in the courts of the Province of Manitoba. Entire Agreement: This Agreement, all exhibits, annexes or schedules attached hereto, and all policies and agreements referenced in this Agreement, contains the entire understanding of the parties with respect to the subject matter hereof, and supersedes all prior and contemporaneous written or oral understandings, agreements, representations and warranties with respect to such subject matter. Severability: The invalidity, illegality or unenforceability of any provision herein does not affect any other provision herein or the validity, legality or enforceability of such provision in any other jurisdiction. Preamble: The preamble is an integral part of this Agreement and is incorporated herein. The parties confirm the truth and accuracy of the recitals set out in the preamble. Amendments and Modifications: GrydPark may modify this Agreement from time to time, and in the event any modification would have a material adverse impact on the Registrant’s enjoyment of the Services, GrydPark will provide the Registrant with reasonable notice before such modification takes effect. Use of the Services by the Registrant following that time constitutes the Registrant’s acceptance of any such modifications. Subject thereto, the parties may not amend this Agreement except by written instrument signed by the parties. Waiver: Except as otherwise set out herein, no waiver of any right, remedy, power or privilege under this Agreement (“Right(s)“) is effective unless contained in a writing signed by the party charged with such waiver. No failure to exercise, or delay in exercising, any Right operates as a waiver thereof. No single or partial exercise of any Right precludes any other or further exercise thereof or the exercise of any other Right. Interpretation Rules: The parties expressly agree the contra proferentem rule shall not be used to construe any provision of this Agreement. Capitalized terms shall have the meaning given to them where they are defined in this Agreement. Cumulative Remedies: The Rights under this Agreement are cumulative and are in addition to any other rights and remedies available at law or in equity or otherwise. Assignment and Delegation: GrydPark may permit a third party to perform any of its obligations hereunder or assign this agreement to an affiliate, provided that GrydPark shall be responsible for such subcontractor’s performance of its obligations. Neither this Agreement nor any rights or obligations hereunder will be assignable by the Registrant without the prior written consent of GrydPark, which consent shall not be unreasonably withheld. Successors and Assigns: This Agreement is binding upon and enures to the benefit of the parties and their respective successors and permitted assigns. Survival: Sections 3, 5, 6.5, 8, 9, 10, 12, 14 and this Section 16.1 of this Agreement shall survive any expiration or termination of this Agreement, howsoever caused or occurring. Computation of Time: If the date on which a party must perform an obligation pursuant to this Agreement is not a Business Day, the obligation must be performed on the next succeeding Business Day. Relationship of the Parties: The relationship between the parties is that of independent contractors. Nothing contained in this Agreement shall be construed as creating any agency, partnership, joint venture or other form of joint enterprise, employment or fiduciary relationship between the parties, and neither party shall have authority to contract for or bind the other party in any manner whatsoever. Third Party Beneficiaries: Except for Section 8.6, the parties do not confer any legal, equitable or other rights or remedies of any nature whatsoever under or by reason of this Agreement upon any person other than the parties to this Agreement and their respective successors and permitted assigns. Currency: All references in this Agreement to currency shall be interpreted to refer to Canadian Dollars.

If you have any questions please email us info@gryd.com.