Terms of Service

1. Introduction and Agreement

These “Terms of Service” constitute a legally binding agreement and govern the relationship between you and Gryd Digital Media Ltd. (“GrydPark”, “our”, “us” or “we”), regarding your access and use of any of our websites (the “Sites”), the associated mobile software applications (collectively, the “Apps”) and all related services (together with the Sites and the Apps, the “GrydPark Platform”), unless another GrydPark agreement specifically excludes or limits the operation of these Terms of Service with respect to that portion of the GrydPark Platform.

BY CLICKING “I ACCEPT” AND REGISTERING FOR, AND/OR USING THE GRYDPARK PLATFORM IN ANY MANNER, YOU ACCEPT AND AGREE TO BE BOUND AND COMPLY WITH THE TERMS OF SERVICE. IF YOU DO NOT AGREE WITH ALL OF THE PROVISIONS OF THE TERMS OF SERVICE, DO NOT ACCESS OR USE THE GRYDPARK PLATFORM.

2. Description of Services

GrydPark, through the GrydPark Platform, operates an online marketplace that enables registered property owners (“Owners”) or their property managers (“Property Managers”) who offer parking spot(s) (each a “Spot”) for rent (the “Parking Services”) to publish and offer such Parking Services on the GrydPark Platform (“Spot Offerings”) and to transact directly with users that are seeking to book such Parking Services (users using Parking Services are referred to herein as “Parkers” and, together with Owners and Property Managers, are collectively referred to herein as “Users”). The term “Providing User” shall mean:

1. where Parking Services are being offered directly by an Owner, the Owner; and
2. where Parking Services are being offered by a Property Manager on behalf of an Owner, the Property Manager.

3. Eligibility and Use of the GrydPark Platform

3.1. You must register an account (a “GrydPark Account”) to access and use certain features of the GrydPark Platform, such as offering or booking a Spot. You must provide accurate, current and complete information when registering a GrydPark Account and keep your GrydPark Account information up-to-date and accurate at all times.

3.2. GrydPark may make access to and use of the GrydPark Platform subject to certain conditions or requirements, including, but not limited to, providing, uploading and maintaining certain information or documentation, and meeting specific eligibility criteria. Access to the GrydPark Platform may also be affected by the User’s booking and cancellation history.

3.3. To access and use the GrydPark Platform or register a GrydPark Account, you must be of legal age to possess a driver’s license in your jurisdiction and capable of entering into legally binding contracts. GrydPark cannot guarantee and shall not be responsible for the confirmation of any User’s identity.

3.4. You must not register more than one (1) GrydPark Account, unless GrydPark authorizes you to do so. Notwithstanding the foregoing, a person may have both one (1) Parker GrydPark Account and one (1) Owner / Property Manager GrydPark Account. You may not assign or otherwise transfer your GrydPark Account to another party without our prior written consent, which consent may be withheld by us at our sole discretion.

3.5. GrydPark is entitled to put restrictions on the registration of a GrydPark Account, and we may deny or cancel registration at any time for any reason, at our sole discretion. If your GrydPark Account is suspended or terminated, you are prohibited from creating a new GrydPark Account.

3.6. All Parkers (or, if the Parker is a passenger in the vehicle that will be used in connection with the Parking Services, the person operating the vehicle) are required to have a valid driver’s license sufficient to operate the class of vehicle used in connection with the Parking Services and must be entitled to the benefit of all insurance coverage as may be required by law. If the Parker is not the person operating the vehicle used in connection with the Parking Services, the Parker shall be responsible for ensuring that the driver complies with all applicable terms and conditions of these Terms of Service and the Parking Spot Rental Agreement.

3.7. All Providing Users are required to ensure they obtain all necessary insurance required to use the Spot listed in any Spot Offering, in an amount consistent with reasonable practices for similar parking services.

3.8. All Users are required to comply with any and all laws, statutes, regulations, codes, ordinances, by-laws, common law or laws in equity, municipal by-laws, treaties, codes, rules, judgments and all applicable requirements, official directives, rules, consents, approvals and authorizations, guidelines, standards, practices and policies of any governmental authority including any nation, state, province, city, municipality or political subdivision or any official, agency, arbitrator, authority, court, department, commission, board, bureau or other governmental or regulatory authority having authority or the force of law.

3.9. You agree to: (i) notify us immediately if you become aware of any unauthorized use of your GrydPark Account, any breach in the confidentiality of your GrydPark password or account details or any breach of security or unauthorized access to or use of the Site; (ii) cooperate with law enforcement agencies investigating any unlawful behavior involving your GrydPark Account, the Site, or any of the Parking Services; (iii) maintain the security of your mobile device or computer and the confidentiality of any passwords or other confidential account details related to your GrydPark Account.

4. Relationships between the Parties

4.1. GrydPark’s services are limited to providing the GrydPark Platform to enable Users to transact for Parking Services directly and, for greater certainty, GrydPark does not offer, own, sell, resell, provide or supply any Spot or Parking Services. Spots and Parking Services are offered directly by Providing Users and Providing Users are solely responsible for their Spot Offerings and Parking Services. When a Providing User and a Parker transact through the GrydPark Platform, they are entering into a contract directly with each other, to which GrydPark is only a third-party beneficiary.

4.2. GrydPark has no control over and does not guarantee: (i) the existence, quality, suitability, or legality of any Spots or Parking Services, (ii) the truth or accuracy of any Spot Offering descriptions, Ratings, or other User Materials (as each term is defined in these Terms of Service), or (iii) the performance or conduct of any User or third party, including under the Parking Spot Rental Agreement. Without limiting the foregoing, GrydPark is not responsible for, the Parker releases GrydPark from, and the Providing User defends, indemnifies and holds harmless GrydPark for any consequences resulting from the inability of a Parker to make use of (or delays affecting a Parker’s ability to make use of) the Parking Services. GrydPark does not endorse any User, Spot Offering or Parking Services. GrydPark is not obligated to verify and does not guarantee that any information provided, including any information required to be provided pursuant to these Terms of Service, the GrydPark Platform, or the terms of the Parking Spot Rental Agreement are truthful or accurate. Users are responsible for exercising care and due diligence when deciding whether to offer, book and / or make use of a Spot Offering.

4.3. The relationship between the Parker and the Providing User must be governed by these Terms of Service and the Parking Spot Rental Agreement, without any revisions made thereto.

4.4. GrydPark

1. is not and does not become a party to or other participant in any contractual relationship between Users including, without limitation, the Parking Spot Rental Agreement;
2. is not acting as an agent in any capacity for any User, except as specified in these Terms of Service;
3. is not responsible for subscribing for or maintaining insurance for the benefit of the Users;
4. does not operate any Spots, parking lots or other parking facilities;
5. does not accept custody of or in any way accept responsibility for motor vehicles; and
6. does not provide any services to Users except to provide the GrydPark Platform and such services as are explicitly set out in these Terms of Service.

5. Terms Specific to Providing Users

Section 5 applies only to Providing Users.

5.1. If you choose to use the GrydPark Platform as a Providing User, your relationship with GrydPark is limited to the provisions of these Terms of Service and any other agreement you have entered into with GrydPark, and you are not an employee, agent, joint venturer or partner of GrydPark for any reason and you shall not represent yourself as acting for or on behalf of GrydPark in any of the above capacities.

5.2. You represent and warrant that you have full authority to list any Spot being offered by you on the GrydPark Platform and that you have the exclusive use of any such Spot during any period you have made the Spot available for booking on the GrydPark Platform.

5.3. You represent and warrant that any Spot Offering and the performance of your obligations under the Parking Spot Rental Agreement in connection with any Spot Offering will: (i) not breach any agreements you have entered into with any third parties or the Facility Rules (as defined below), and (ii) comply with all applicable laws, tax requirements, zoning and land use regulations, or any other rules and regulations.

5.4. In the event your ownership right, lease or license of a Spot listed on your GrydPark Account is terminated or otherwise expires, you agree to immediately notify us and remove any such Spot from your GrydPark Account. You further agree to immediately notify us in the event a booked Spot: (i) is no longer available for all or part of the period of such booking or bookings; or (ii) is no longer (or at the time of the booking will no longer be) leased or licensed to you for any reason.

5.5. You agree that when creating or posting any Spot Offering, you must always provide complete and accurate information about the Spot as may be required or requested by GrydPark, from time to time.

5.6. GrydPark shall be responsible for setting a price for the Spot Offering (the “Spot Offering Fee”) at its sole discretion.

5.7. When a booking is made by a Parker, you are: (i) entering into a legally binding agreement with the Parker on the terms and conditions of the Parking Spot Rental Agreement, and any unilateral modification or imposition of your own terms are rejected; and (ii) required to provide your Parking Services to the Parker in accordance with the terms thereof.

5.8. You authorize us to withhold any applicable Service Fees, Chargebacks, and Taxes (as each of these terms are defined in these Terms of Service) from payments otherwise due and owing to you, which will be collected pursuant to these Terms of Service.

5.9. Any terms and conditions included in your Spot Offering, including any Facility Rules that you provide to GrydPark, must comply with these Terms of Service and the Parking Spot Rental Agreement, and all unilateral modifications or imposition of your own terms are rejected. Facility Rules related to a Spot cannot be modified while the Spot is currently booked. Without limiting the foregoing, all conflicts or inconsistencies between the terms and conditions in your Spot Offering and the Terms of Service, or any other agreement applicable to the Users of the GrydPark Platform, are void.

5.10. In providing Parking Services, you must comply with the terms and conditions of your Owner / Manager Services Agreement with GrydPark.

6. Terms Specific to Parkers

Section 6 applies to parkers.

6.1. Parkers can book available Spot Offerings on the GrydPark Platform by following the booking process set out on the Site or the associated App. Except as set out in these Terms of Service, all applicable charges and fees, including the Service Fees and any applicable Taxes (collectively, the “Total Fees”) will be presented to you prior to the completion of a booking. You agree to pay the Total Fees for any booking made in connection with your GrydPark Account. GrydPark takes no responsibility for any errors in the Total Fees that are displayed on the GrydPark Platform, and in the event of an error, the Parker is responsible for paying the true Total Fees, calculated in accordance with the terms and conditions of all relevant agreements that GrydPark may have with the Parker or relevant Providing User.

6.2. Each time you book a Spot on the GrydPark Platform, a legally binding agreement is formed between you and the Providing User in accordance with the terms of the Parking Spot Rental Agreement, and any unilateral modifications or imposition of your own terms are rejected. You understand that a confirmed booking of a Spot Offering is a limited license granted to you by the Providing User to park in the Spot for the period of your booking.

6.3. You agree to abide by all instructions, terms and conditions, rules, regulations and/or restrictions imposed by the Providing User applicable to the Parking Services, the Spot or the property or facility where the Spot is located (collectively, the “Facility Rules”).

6.4. You shall not use the Spot for any purpose or engage in any other activity on the property or at the facility where the Spot is located other than parking one (1) of the vehicles listed on your GrydPark Account in the Spot and for ingress and egress to and from the Spot during the period of your booking.

6.5. You shall ensure you have vacated the Spot prior to the end of the period of your booking. If you fail to vacate the Spot prior to the end of your booking period (“Overholding”), you no longer have a license to use the Spot and the Providing User shall be entitled to exercise any remedies available to them at law, including the ability to have your vehicle towed at your cost and expense. In the event of Overholding, you also agree to pay: (i) additional fees that GrydPark charge, from time to time; and (ii) any costs or expenses incurred by the Providing User as a result of your Overholding, including any cost to tow your vehicle (collectively, “Overhold Fees”). GrydPark will be entitled to collect Overhold Fees from you pursuant to these Terms of Service.

6.6. Some Spot Offers are made on a month-to-month basis (each, a “Monthly Spot”). When booking Monthly Spots, the rate for the current month will be prorated for the days remaining in the current month. Monthly Spots are automatically renewed on the last day of each month for the following month. Payments are processed on the last day of the month via the payment method linked to your GrydPark Account. If your payment fails, you have until the fifth day of the month to contact GrydPark with a new acceptable Payment Instrument (as defined below). If payment has not been received by the fifth day of the month, the Monthly Spot will be forfeited by the Parker. If you do not wish to renew your Monthly Spot for the following month, you can cancel at any time before the final day of the month. If your Monthly Spot is not available to rent the following month, we will notify you and prompt you to select a new Monthly Spot for the next month. If there are no Monthly Spots available that suit you, you can opt to cancel your monthly parking subscription.

7. Prohibited Uses of the Services

7.1. In addition to other prohibitions as set forth in the Terms of Service, you are prohibited from using the GrydPark Platform or the Parking Services (collectively, the “Prohibited Uses”):

1. for any unlawful purpose;
2. to solicit others to perform or participate in any unlawful acts;
3. to violate or infringe anyone else’s rights (including intellectual property rights) or otherwise cause harm to anyone;
4. to harass, abuse, insult, harm, defame, slander, disparage or intimidate;
5. to upload or transmit viruses or any other type of malicious code that will or may be used in any way that will affect the functionality or operation of the GrydPark Platform or any User;
6. copy, store or otherwise access or use any information, including personally identifiable information about any other User, contained on the GrydPark Platform in any way that is inconsistent with GrydPark’s Privacy Policy [HYPERLINK], these Terms of Service, or that otherwise violates the privacy rights of Users or third parties;
7. to spam, phish, pharm, pretext, spider, crawl, or scrape;
8. to offer, as a Providing User, any Spot that you do not yourself own, manage or have exclusive use of;
9. to book any Spot Offering if you will not actually be using the Parking Services yourself, unless GrydPark explicitly permits otherwise ;
10. to request, make or accept a booking of the Spot outside of the GrydPark Platform, or to otherwise circumvent any fees collected by GrydPark;
11. to request, accept or make any payment for Spot Offering Fees outside of the GrydPark Platform;
12. to attempt to decipher, decompile, disassemble or reverse engineer any of the software used to provide the GrydPark Platform;
13. to take any action that damages or adversely affects, or could damage or adversely affect the performance or proper functioning of the GrydPark Platform; and
14. to breach these Terms of Service, your Owner / Manager Services Agreement with GrydPark, the Parking Spot Rental Agreement, or any other agreement with GrydPark, or any other User regarding the GrydPark Platform.

7.2. If you engage in any of the Prohibited Uses, you are in breach of these Terms of Service. In the event of a breach, you: (i) accept all risks and responsibility, including repayment for any Spot Offering Fees or Service Fees that are collected outside of the GrydPark Platform; and (ii) release, indemnify, and hold GrydPark harmless from any liability for such payment.

8. Booking Modification and Cancellation

Any modifications to or cancellations of a completed booking shall be subject to Schedule A to these Terms of Service, GrydPark’s Cancellation, Modification and Refund Policy, as updated from time to time.Although we cannot guarantee the performance of the Providing User’s obligations under the Parking Spot Rental Agreement, if a booked Spot is unavailable during your booking, we will make reasonable efforts, at our sole discretion, to locate an alternative Spot, provide you with a refund and/or otherwise resolve any issues in accordance with our standard customer service policies and procedures in place from time to time.

9. Service Fees

9.1. GrydPark may charge fees to Users in consideration for the use of the GrydPark Platform (the “Service Fees”). Any applicable Service Fees (including any applicable Taxes, as defined below) will be displayed to the Parker prior to booking a Spot. GrydPark reserves the right to change the Service Fees at any time, provided that any such changes to the Service Fees shall not apply retroactively to any Spot Offerings booked prior to the effective date of such change.

9.2. You are responsible for paying any Service Fees that you owe to GrydPark. The applicable Service Fees are due and payable and collected by GrydPark Payments pursuant to these Terms of Service. Except as otherwise provided in these Terms of Service, including Schedule A, Service Fees are non-refundable.

9.3. GrydPark may, without notice to the User, set off or recoup any liability it owes to the User against any liability for which GrydPark determines the User is liable to GrydPark, either under these Terms of Service or any other agreement with GrydPark, or any other User regarding the GrydPark Platform.

10. Payment Services

General

10.1. GrydPark uses certain third-party service providers (“Payment Service Providers”) to provide payment services to Users, including payments and payouts, in connection with the GrydPark Platform (collectively, “Payment Services”). GrydPark may provide additional Payment Services to Providing Users in accordance with the terms of their Owner / Manager Services Agreement with GrydPark.

10.2. Each Providing User agrees that payment made by a Parker through the GrydPark Platform shall be deemed to have been made to the Providing User and considered the same as if the Providing User had received the payment from the Parker directly.

10.3. GrydPark cannot guarantee continuous and uninterrupted availability and access to the Payment Services and may restrict the availability of the Payment Services, or certain services or features thereof, from time to time.

10.4. GrydPark may require Users to add one or more payment options to their GrydPark Account through one of our Payment Service Providers to: (i) access or use the GrydPark Platform; (ii) publish a Spot Offering; (iii) facilitate payment collection by GrydPark (a “Payment Instrument”); or (iv) facilitate payouts to the Providing User (a “Payout Instrument”), as contemplated under these Terms of Service.

10.5. To interface with the Payment Services, Users may be required to provide customary billing information, including the User’s name, billing address, and financial instrument information (collectively, the “Payment Details”), to our Payment Service Provider. You must provide up-to-date, accurate, and complete Payment Details, and you are required to keep your Payment Details up-to-date and accurate at all times. You are solely responsible for the accuracy and completeness of your Payment Details. Neither GrydPark nor any of its Payment Service Providers are responsible for any loss incurred as a result of your failure to provide accurate and complete Payment Details.

10.6. You may be required to accept or otherwise be subject to additional agreements or terms and conditions in connection with your access to or use of the Payment Services. It is your responsibility to review the terms and conditions of these agreements before adding a Payment Instrument or providing any Payment Details. Payment Service Providers may charge you additional fees when processing payments and payouts when you utilize the Payment Services, which may include deducting any such fees or charges from the payout amount. GrydPark is not responsible for any fees charged by the Payment Service Providers.

10.7. All amounts, including Service Fees and Taxes, referenced in the GrydPark Platform shall be in Canadian Dollars, and the payment of all such Service Fees and Taxes or remittance by GrydPark of payouts shall be made in Canadian Dollars.

Payment

10.8. In most circumstances, GrydPark will collect the Total Fees from a Parker by charging the Parker’s Payment Instrument at the time the Parker books a Spot, in accordance with the Parking Spot Rental Agreement and these Terms of Service. As a Parker, you authorize GrydPark to charge your Payment Instrument for: (i) the Total Fees for any and all bookings made through your GrydPark Account; (ii) any Overhold Fees payable under these Terms of Service; (iii) any cancellation fees payable under Schedule A to these Terms of Service; and (iv) any other amounts that GrydPark may be entitled to collect pursuant to these Terms of Service or any other agreement with GrydPark, or any other User regarding the GrydPark Platform.

Payouts

10.9. Each Providing User hereby appoints GrydPark as the Providing User’s payment collection agent solely for the limited purpose of accepting funds from Parkers that purchase the Providing User’s Parking Services. Notwithstanding GrydPark may be acting in this limited capacity, GrydPark shall be in no way liable for any acts or omissions of the Providing User and is not a party to the agreement between the Parker and the Providing User.

10.10. Payouts to Providing Users shall be made in accordance with the terms and conditions of their Owner / Manager Services Agreement with GrydPark (and these Terms of Service, where they are not inconsistent with their Owner / Manager Services Agreement with GrydPark).

10.11. In order to receive a payout, you must have a valid Payout Instrument linked to your GrydPark Account. Through the Payment Service Provider, we may remit Providing Users their portion of the Service Fees (in accordance with the Providing User’s Owner / Manager Services Agreement with GrydPark) that we have collected from the Parker(s) on a monthly basis, provided that we cannot guarantee the timing of any payout dates and shall not be responsible for any delays. GrydPark may delay or cancel any payout for the purposes of preventing unlawful activity or fraud, in the event of a User dispute, or otherwise in accordance with these Terms of Service.

10.12. In the event a User has failed to add an accurate or functional Payout Instrument or provide any Payment Details required by GrydPark or its Payment Service Provider to complete a payout to the User, the amount of the payout shall be held by GrydPark without interest for a period of twelve (12) months from date of the booking to which the payout relates, following which all such amounts shall be forfeited by the User and the User discharges and releases GrydPark from any claims for such amounts.

10.13. Each Providing User understands that GrydPark’s obligation to pay the Providing User is subject to and conditional upon the receipt of any such payments by the Parker. Each Providing User further acknowledges that GrydPark may refund the Parker in accordance with these Terms of Service, including Schedule A.

Chargebacks

10.14. From time to time, we may collect payment on behalf of a Providing User from a Parker where: (i) we have to pay an amount to the Parker’s credit card provider; or (ii) an amount is deducted or withheld by a credit card processor (a “Chargeback”). If we are subject to a Chargeback in connection with Parking Services provided by you, you agree:

1. we will not be under any obligation to make payment to you of any amount that is the subject of a Chargeback;
2. you will repay to us an amount equal to the Chargeback, if the Chargeback is made after we have already made payment to you; and
3. we may set-off or deduct the amount of any outstanding Chargeback amounts from any other amounts we may owe you from time to time.

10.15. In the event of a Chargeback, the Parker may be subject to an additional fee, as determined by GrydPark, in our sole discretion.

Taxes

10.16. As a Providing User, you are solely responsible for determining your obligations to report, collect, and remit any applicable taxes including any valued-added taxes, retail sales tax, excise tax or income tax (collectively, the “Taxes”). Notwithstanding the foregoing, GrydPark may, but is not obligated to, collect and remit the Taxes on behalf of the Providing User.

10.17. Providing Users acknowledge GrydPark may have a legal obligation to and in such circumstances shall be entitled to collect necessary Tax information from Providing Users and/or withhold from payouts or otherwise facilitate the collection and remittance of Taxes. The details respecting the amount of any Taxes, if any, collected and remitted by GrydPark shall be provided to the Providing User.

11. Referral Program

GrydPark may offer, from time to time, a referral program where Users can refer non-Users to the GrydPark Platform in return for promotional credits that can be applied towards Service Fees on future bookings (the “Referral Program”). A User’s participation in the Referral Program and their ability to earn or apply such promotional credits shall be subject to all rules, restrictions, limitations, terms, conditions or policies that GrydPark may have in place, from time to time.
GrydPark may suspend, terminate or discontinue the Referral Program at any time without notice in our sole discretion.
Any abuse of the Referral Program, as determined by us in our sole discretion, may result in the rescission of the User’s promotional credits and may result in the termination or suspension of the User’s GrydPark Account.

12. Ratings and Submissions

12.1. Subject to restrictions as may be determined by GrydPark, Parkers can rate the Spots that they have used (a “Rating”). A Rating reflects the opinion of the User that posted it, and it does not reflect the opinion of GrydPark. Ratings are not verified by GrydPark for accuracy and may be incorrect or misleading. GrydPark is not responsible for the content of any Rating, or for any reliance on the content of a Rating.

12.2. All Ratings and any submissions made to GrydPark’s customer service team (“Submissions”) must be fair, truthful and accurate. Ratings and Submissions must not be misleading in any manner and may not contain any offensive or defamatory content. We may, but have no obligation to, monitor, edit or remove content that we determine is inappropriate, at any time in our sole discretion.

12.3. You agree that your Submissions will not violate the right of any User or third party. You further agree that your Submissions will not contain unlawful, abusive or inappropriate material, or contain any computer virus or other malware that could in any way affect the operation of the GrydPark Platform or any related website or application.

12.4. You may not use a false e-mail address, pretend to be someone other than yourself, or otherwise mislead us, Users, or third parties with respect to any Rating or Submissions. You may not manipulate the Ratings system in any manner, including directing any person to submit a positive or negative Rating.

12.5. You agree that GrydPark is not liable for the content or effects of any Rating or Submission.

13. Intellectual Property and User-Generated Content

13.1. GrydPark may facilitate the: (i) creating, uploading, posting, delivery, publishing, and storing of content, such as text, photos, audio, video, or other materials or information on or through the GrydPark Platform (“User Materials”); and (ii) accessing and viewing of User Materials in addition to any content that GrydPark itself makes available on or through the GrydPark Platform, such as proprietary GrydPark content and any content or materials licensed or authorized for use on or through GrydPark from third parties (collectively, the “GrydPark Materials” and, together with User Materials, the “Materials”).

13.2. The GrydPark Platform, GrydPark Materials, and User Materials may in their entirety or in part be protected by intellectual property laws including copyright or trademark. You acknowledge and agree that the GrydPark Platform and GrydPark Materials, including all associated intellectual property, are the exclusive property of GrydPark and/or its third-party licensors. You will not remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the GrydPark Platform, GrydPark Materials or User Materials.

13.3. You will not use, copy, adapt, transmit, display, publish and perform, distribute and create derivative works from the Materials or license, sell, transfer or otherwise exploit the GrydPark Platform or Materials, except as expressly permitted in these Terms of Service. No licenses or rights to any intellectual property rights owned or controlled by GrydPark or its licensors are given to you, other than as expressly set out in these Terms of Service.

13.4. By uploading User Materials to the GrydPark Platform or otherwise submitting any User Materials to us to be publicly displayed, you automatically grant (or represent and warrant to us that the owners of such rights have expressly granted) to us a perpetual, irrevocable, worldwide, royalty-free, nonexclusive, assignable, sublicensable right and license to use, anonymize, reproduce, modify, adapt, publicly display, public perform, publish, sublicense, translate, create derivative works of and distribute such User Materials worldwide by means of the GrydPark Platform.

13.5. You agree that GrydPark is not under any obligation to review User Materials, but we reserve the right to remove, edit, or decline to post any User Materials without notice for any reason. You represent and warrant to us that any User Materials you post or submit do not and will not infringe upon the rights of any third party or breach these Terms of Service. You are solely responsible for the consequences of submitting your User Materials. GrydPark is not responsible for the content of any User Materials, or for any reliance on the content of User Materials.

13.6. You will not list, post, upload, publish, submit or transmit any User Materials that, in our sole discretion: (i) are in violation of these Terms of Service; (ii) are fraudulent, false, misleading or deceptive in any manner whatsoever; (iii) are defamatory, inappropriate or offensive; (iv) promote or threaten discrimination, hatred, harassment or harm against any individual or group; (v) promote illegal activities; or (vi) violates any other GrydPark policies as may be in place from time to time. GrydPark may, without prior notice, remove or disable access to any User Materials that GrydPark finds to be in violation of these Terms of Service or GrydPark’s then-current policies or standards.

14. Confidentiality

Information about other Users that you obtain through your use of the GrydPark Platform must not be used for anything other than the provision and use of the Parking Services. Notwithstanding, be aware that certain information you share on the GrydPark Platform will be available to other Users. You understand and agree that GrydPark is not responsible for what other Users do with the information you choose to share.

15. Privacy

When you create a GrydPark Account or use the GrydPark Platform, you expressly consent to our collection, use, and disclosure of the personal information you provide to us, in accordance with our Privacy Policy, as updated from time to time. You may review our Privacy Policy to learn what personal information we collect, how we use it, and with whom it is shared.

16. Consent to Communicate Electronically

When you use the GrydPark Platform, you are communicating with us electronically. You consent to receive communications from us electronically, by email or by posting notices on the GrydPark Platform. You agree that all agreements, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.

17. Customer Service

We may make customer service features available to you, as a courtesy only. We are not obliged to provide customer service to you and our decision to do so shall not create an obligation to provide additional customer service to you.

18. Termination

18.1. These Terms of Service are effective unless and until terminated by us.

18.2. We may terminate, suspend, restrict and / or deny you access to your GrydPark Account at any time without notice, and you will remain liable for all amounts due, up to and including the date of termination. We may also refuse to post, delete or delay any Spot Offering, or cancel any Spot booking, at any time for any reason without liability to you or any other person.

18.3. In the event of termination, our rights under these Terms of Service which are stated to survive termination, survive termination.

18.4. If your GrydPark Account is terminated, restricted, or suspended, you are still prohibited from creating a new GrydPark Account, until such time as such termination, restriction or suspension is overturned by us, which we may refuse to do, in our sole discretion.

19. Disclaimers, Assumption of Risk, Warranties, and Indemnification

19.1. GrydPark cannot guarantee the continuous and uninterrupted availability and accessibility of the GrydPark Platform. GrydPark may, at its sole discretion, restrict the availability of the GrydPark Platform or certain portions thereof. GrydPark will not be responsible for unavailability caused by: (i) the acts or omissions of the User which are contrary to the terms of this Agreement; (ii) a User’s failure to upgrade to a supported version of the Services; (iii) a User’s failure to follow any reasonable documentation or instructions provided by GrydPark; (iv) the failure of the information technology infrastructure on or through which the GrydPark Platform is accessed or used, or any other internet access or related problems beyond the demarcation point of the GrydPark Platform; (v) planned downtime; and (vi) any other reason provided for in these Terms of Service.

19.2. If you choose to use the GrydPark Platform or use or offer Parking Services, you do so voluntarily and at your own risk. The GrydPark Platform and Materials are provided as is, without any express or implied warranties and conditions of any kind. To the extent permitted by law, any condition or warranty which would otherwise be implied into these Terms of Service, including, but not limited to, the implied warranties and conditions of merchantability or fitness for a particular use, are hereby excluded.

19.3. You acknowledge and agree that you have had whatever opportunity you deem necessary to investigate the Parking Services, laws, rules, or regulations that may be applicable to your Spot Offerings and/or the Parking Services you are receiving and that you are not relying upon any representation or statement of law or fact made by GrydPark relating to any Spot Offering or Parking Services.

19.4. If we choose to obtain any information regarding another User, to the extent permitted by applicable law, we disclaim any warranties of any kind, either express or implied, in relation thereto, and the User agrees that they may not rely on GrydPark to identify or warn of any prior misconduct by a User.

19.5. If you allow access to or use of the Parking Services to any other person, such as a passenger, you are solely responsible for the acts and omissions of that individual throughout the duration of your Parking Services and to the maximum extent permitted by law. You agree to release and hold harmless GrydPark from all liabilities and claims that arise in any way from any injury, death, loss or harm that occurs to you or your invitees or any other person during the Parking Services or in any way related to your use of the Parking Services.

19.6. Notwithstanding GrydPark’s appointment as the limited payment collection agent of Providing Users for the purposes of accepting payments from Parkers through the GrydPark Platform, GrydPark explicitly disclaims all liability for any act or omission of any User or other third party. GrydPark does not have any duties or obligations as agent for each User except to the extent expressly set forth in these Terms of Service, and any additional duties or obligations as may be implied by law are expressly excluded.

19.7. TO THE EXTENT PERMITTED BY LAW, IN NO CASE SHALL GRYDPARK, OUR DIRECTORS, OFFICERS, SHAREHOLDERS, EMPLOYEES, AFFILIATES, AGENTS, CONTRACTORS, SUPPLIERS, SERVICE PROVIDERS OR LICENSORS BE LIABLE FOR ANY INJURY, LOSS, CLAIM, OR ANY DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, SPECIAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING, WITHOUT LIMITATION, ANY LOST PROFITS, LOST REVENUE, LOST SAVINGS, LOSS OF DATA, REPLACEMENT COSTS, OR ANY SIMILAR DAMAGES, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE OR OCCUPIER’S LIABILITY), STRICT LIABILITY OR OTHERWISE, ARISING FROM YOUR USE OF OR INABILITY TO USE ANY OF THE GRYDPARK PLATFORM OR ANY PARKING SERVICES PROCURED BY THE USERS IN USING THE GRYDPARK PLATFORM, OR FOR ANY OTHER CLAIM RELATED IN ANY WAY TO YOUR USE OF THE GRYDPARK PLATFORM OR ANY PRODUCT OR SERVICE, INCLUDING, BUT NOT LIMITED TO, ANY ERRORS OR OMISSIONS IN ANY CONTENT, OR ANY LOSS, DAMAGE OR INJURY OF ANY KIND INCURRED AS A RESULT OF THE USE OF THE GRYDPARK PLATFORM OR ANY CONTENT (OR SPOT OFFERINGS) POSTED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE GRYDPARK PLATFORM OR THE UNAVAILABILITY OF OR INABILITY TO USE THE GRYDPARK PLATFORM OR THE PARKING SERVICES, EVEN IF ADVISED OF THEIR POSSIBILITY. TO THE EXTENT PERMITTED BY LAW, IN NO EVENT WILL GRYDPARK’S TOTAL LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OF SERVICE OR FROM THE USE OF OR INABILITY TO USE THE GRYDPARK PLATFORM EXCEED THE GREATER OF (1) THE AMOUNTS YOU HAVE PAID OR ARE PAYABLE BY YOU TO GRYDPARK FOR USE OF THE PARKING SERVICES OVER THE PRIOR YEAR; OR (2) ONE HUNDRED DOLLARS ($100).

19.8. You agree to release, indemnify, defend (at GrydPark’s option) and hold GrydPark and its officers, shareholders, directors, employees, agents, contractors and service providers harmless from and against any claims, liabilities, damages, losses, and expenses, including legal fees (on a solicitor and client basis), arising out of or in any way connected with: (i) the breach of these Terms of Service by you or anyone for whom you are responsible for under these Terms of Service or at law; (ii) any improper use of the GrydPark Platform by you or anyone for whom you are responsible for under these Terms of Service or at law; (iii) your use of Parking Services and any interaction with other Users, including, without limitation, any injuries, losses or damages (whether compensatory, direct, incidental, consequential or otherwise) of any kind arising in connection with or as a result of such use or interaction; (iv) GrydPark’s collection and remittance of any Taxes; and (v) your breach of any law, regulation or third party right.

20. User Complaints

Users agree to cooperate with and assist GrydPark in good faith, and to provide GrydPark with such information and take such actions as may be reasonably requested by GrydPark, in connection with any complaints or claims made by Users relating to the Parking Services. Users acknowledge that, in the event of a complaint or claim relating to or arising out of the Parking Services or the use of the GrydPark Platform, GrydPark shall be entitled to provide to a User the name and contact information of any other Users involved in the complaint or claim.

21. Dispute Resolution

21.1. Except and to the extent required by applicable law, in the event of any dispute or claim arising out of or in any way relating to the use of the GrydPark Platform or the Parking Services, in connection with these Terms of Service or any other interaction between you and GrydPark, including, without limitation, regarding the interpretation of these Terms of Service and any rights or obligations or purported rights or obligations created hereunder (each, a “Dispute”), the person initiating the Dispute shall provide GrydPark with written notice (a “Dispute Notice”). Each party to the Dispute covenants and agrees to use good faith efforts to resolve the Dispute informally.

21.2. Except and to the extent restricted by applicable law, if the Dispute is not resolved after thirty (30) business days of the delivery of the Dispute Notice, you and GrydPark agree that the Dispute will be finally resolved by confidential arbitration before a single arbitrator in accordance with the Arbitration Rules of the ADR Institute of Manitoba. The arbitration shall be held in Winnipeg, Manitoba, unless GrydPark requests otherwise. The arbitration shall proceed in accordance with the provisions of The Arbitration Act (Manitoba). There will be no appeals of any kind from the decision of the arbitrator. The language of the arbitration will be English unless otherwise required by applicable law.

21.3. Nothing herein will restrict us from seeking interim measures, including preliminary or injunctive relief, from a court of competent jurisdiction.

22. Changes to Terms of Service

You can review the most current version of the Terms of Service at any time at this page.We reserve the right, at our sole discretion, to update, change or replace any part of these Terms of Service by posting updates and changes to our Site. It is your responsibility to check this page periodically for changes. If we determine, in our sole discretion, that the change is material, we will make reasonable efforts to notify you. Your continued use of or access to our website or the GrydPark Platform following the posting of any updates or changes to these Terms of Service shall constitute acceptance of those updates or changes.

23. Miscellaneous

Waiver of Rights: Except and to the extent required by applicable law, you agree that any Dispute between you and GrydPark will be resolved on an individual basis. Any claim, dispute, suit or action must be brought by you individually, in your individual capacity, and not as a representative plaintiff or class member. You agree to waive any right you may have to: (i) a trial by jury; and (ii) commence or participate in any class action against us related to your use of the GrydPark Platform, the exchange of electronic documents between the parties, or these Terms of Service and, where applicable, you agree to opt out of any class proceedings against GrydPark or its licensors and assigns. Except as otherwise set out herein, no waiver of any right, remedy, power or privilege under these Terms of Service (“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 these Terms of Service. Capitalized terms shall have the meaning given to them where they are defined in these Terms of Service. Severability: If any provision of these Terms of Service is deemed unlawful, void, or otherwise unenforceable, then that provision shall be deemed severable from these Terms of Service and shall not affect the validity or enforceability of any other provision. Assignment: We may assign these Terms of Service without restriction. Choice of Forum: Subject to Section 21, these Terms of Service shall be governed by the laws of the Province of Manitoba and the laws of Canada applicable therein and shall be treated in all respects as a Manitoba contract, without reference to the principles of conflicts of law. In the event of a dispute, you agree to submit to the exclusive jurisdiction of Manitoba’s courts. Entire Agreement: These Terms of Service, all exhibits, annexes or schedules attached hereto, and all policies and agreements referenced in these Terms of Service, 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. Force Majure: We will not be liable for failure or delay in our performance of our obligations under these Terms of Service due to any cause beyond our reasonable control, including, but not limited to: (a) acts of God; or (b) failure or disruptions in third-party-controlled or operated communications facilities; or (c) worms, viruses and other disabling or disruptive software, communications or files. Cumulative Remedies: The Rights under these Terms of Service are cumulative and are in addition to any other rights and remedies available at law or in equity or otherwise. Successors and Assigns: These Terms of Service are binding upon and enures to the benefit of the parties and their respective successors and permitted assigns. Assignment and Delegation: GrydPark may permit a third party to perform any of its obligations hereunder, provided that GrydPark shall be responsible for such subcontractor’s performance of its obligations. Neither these Terms of Service nor any rights or obligations hereunder will be assignable by the User without the prior written consent of GrydPark, which consent shall not be unreasonably withheld. Computation of Time: If the date on which a party must perform an obligation pursuant to these Terms of Service is not a Business Day, the obligation must be performed on the next succeeding Business Day. Survival: The Sections of these Terms of Service that are, by their nature, intended to survive termination of these Terms of Service shall survive termination of these Terms of Service, including, but not limited to, Sections 3.9, 4, 5.1, 5.2, 5.3, 5.7-9, 6, 7.2, 9.2,10.2-3,10.5-17,12-16,18.3-4,19-21, and this Section 23.

Schedule A – Cancellation, Modification and Refund Policy

I HAVE READ THIS AGREEMENT AND AGREE TO ALL THE PROVISIONS CONTAINED THEREIN. I UNDERSTAND THAT BY CLICKING “I ACCEPT” AND REGISTERING FOR, AND/OR USING THE GRYDPARK PLATFORM IN ANY MANNER, I HAVE INDICATED MY ACCEPTANCE TO THIS AGREEMENT. I WARRANT THAT MY USAGE OF THE SITE AND THE GRYDPARK PLATFORM SHALL CONFORM TO AND COMPLY WITH THE TERMS OF THESE TERMS OF SERVICE, AND TO ANY APPLICABLE LAWS AND REGULATIONS.

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