User Agreement and Terms of Service

Effective: October 22, 2020

The following User Agreement and Terms of Service (this "Agreement") governs your subscription to and/or use of any of our proprietary cloud-based platforms for parking management and parking enforcement, including ParkingSnap, Register2Park, and/or MyVIPParking, and any successor platforms (collectively, the "Service" or "Services"), for their intended purpose of parking management, based on content and information provided by users and/or subscribers of the Service (referred to as a "user" or "you"). Users and/or subscribers of the Service may include towing, booting, and security companies (including their employees and agents), properties and property managers (including their employees and agents), property residents, and property guests. This Agreement constitutes a binding legal agreement between you and Your Enforcement Services, LLC, a Texas limited liability company ("Your Enforcement Services", "we" or "us").

By subscribing to or using the Service or by clicking to accept when this option is made available to you, you accept and agree to be bound by this Agreement. If you do not agree to this Agreement, do not subscribe to or use the Service.

1. License Terms and Conditions.
1. Non-Exclusive License. We hereby grant you a non-exclusive, limited license to use and access the Service for your internal business purposes and other permitted purposes as stated herein, subject to the terms of this Agreement, until termination of your account as discussed further below.
2. Account Maintenance. You may be asked to provide certain information for account/profile registration (including company details, contact names, email addresses, mailing address, phone number, property information, and payment information when applicable). Payment information is retained by our third-party payment processor only. All the information you provide in connection with your account/profile registration must be correct, current and complete. You must be 18 years or older and a U.S. user to use the Service.
3. No Assignment. Service accounts and subscriptions cannot be transferred, assigned, or sublicensed by you without our prior written consent. For purposes of this Agreement, an "assignment" by you includes any of the following: (i) a change in your beneficial ownership of greater than fifty percent (50%); (ii) your merger with another party; (iii) the acquisition of more than fifty percent (50%) of any class of your stock by another party; and (iv) the sale or other transfer of all or substantially all of your assets. Expressly subject to the foregoing, this Agreement will be binding upon and inure to the benefit of the parties' permitted successors and assigns.
4. Responsible Use and Conduct. You agree to use the Service solely for the purposes permitted by this Agreement, applicable laws, regulations, and generally accepted online standards. Any inappropriate use, including but not limited to the reproduction, distribution, display or transmission of any content is strictly prohibited, unless specifically authorized in advance by us in writing. The following subsections provide a non-exclusive list of unauthorized actions that will result in termination of your access to the Service and may result in civil and/or criminal prosecution.
1. Hacking. Accessing (or attempting to access) the Service by any means other than through the appropriate login portals (web and/or app based) is strictly prohibited.
2. Network/Server Attacks. Engaging in any activity that disrupts or interferes with the Service, and/or affects the servers and/or networks where the Service servers or networks are located is strictly prohibited. Examples of prohibited activities include but are not limited to: eavesdropping, data modification, identity spoofing, password attacks, denial-of-service attacks, man-in-the middle attacks, or sniffing.
2. Copyright, Patent, and Trademark Infringement. Copying, duplicating, reproducing, selling, trading, or reselling the Service or its content is strictly prohibited.
3. General Use Restrictions. You must not, nor permit any other person or entity to: (i) reverse engineer, reverse assemble, or reverse compile the Service; (ii) sell, transfer, share, distribute, disclose or sublicense the Service or its content to any person or entity; (iii) copy, duplicate, modify or create derivative works of the Service or its content; (iv) damage, disrupt or interfere with the Service or the Service website or any other user's access to the Service; or (v) use the Service in a manner inconsistent with this Agreement or in any manner that violates any applicable law, rule, or regulation.
4. Modifications; User Responsibilities. We reserve the right to alter, modify, update, upgrade, and/or replace the Service or any component or feature thereof, in our sole discretion, without notice to any user. We are not liable to any user if for any reason all or any part of the Service is unavailable at any time. From time to time, we may suspend or restrict access to the Service (whether for maintenance, updates, or otherwise), and/or we may restrict access to some components or features to certain users. You are responsible for making all arrangements necessary for you to have access to the Service, including internet access and the appropriate computer hardware/devices to enable your use of the Service.
5. Term and Termination.
1. Term. This Agreement is in effect the date you create your account with us and gain access to the Service.
2. Automatic Renewal; Termination for Convenience. This Agreement will renew each month, and continues on a month-to-month basis until terminated. Users opting for annual contracts will have their agreement renew each year, and continues on a year to year basis until terminated. You can cancel your account at any time by completing our cancellation request process. A confirmation email is required for your termination to be finalized.
3. Termination for Cause. We may suspend our performance and/or terminate your account at any time if you are in material breach of any term, condition, or covenant of this Agreement, including without limitation, payment obligations.
4. Effect of Termination. Data, resources, assets and other related items associated with your account (e.g., property information, vehicle history, and other User Content, as applicable) may be kept available to you for up to six (6) months. We may retain certain data and information as specified in our Privacy Policy . Should you terminate your account, we reserve the right to transfer properties and property managers (with their consent), along with all of their applicable User Content, to another user.
5. Trial Period. During a trial period (when made available), either party may exercise the right to terminate at any time. The trial period will last the specified days past the start of the trial period.
6. User Content. The Service's primary feature is to provide parking management and parking enforcement resources, solutions, communication, and reports using User Content. "User Content" means any and all information entered into the Service platform by any user including without limitation, parking policies, violation description, enforcement details, vehicle description, license plate, photographs and other images, information provided by residents (i.e., resident profile information and parking authorization information), and information provided by guests (i.e., vehicle registration information). We make no warranty as to the accuracy, completeness, legal compliance, or non-infringement of any User Content provided by you or any other party. You are solely responsible for all User Content provided or entered by anyone using your account, including the accuracy and timeliness of all information entered. Inaccurate or incomplete User Content may result in errors and inaccuracies in the Service. The Service is not an archive and we are not responsible for loss or deletion of any User Content at any time; it is your responsibility to keep an independent archive of the User Content. We may, but have no obligation to, monitor, edit, or verify the User Content. Subject to the terms of our Privacy Policy, you grant us a perpetual, irrevocable, worldwide, royalty-free, exclusive license to reproduce, modify, adapt, translate, publish, publicly display and/or distribute the User Content.
7. Privacy. All personal information we obtain through any user's use of the Service, including without limitation profile registration information and User Content, is subject to our Privacy Policy.
8. Confidentiality and Intellectual Property.
1. Confidential Information. Upon access to and use of the Service, you will gain access to certain confidential and proprietary information and trade secrets of Your Enforcement Services, all of which are deemed "Confidential Information" and which include, without limitation, the Service, its look and feel, pricing, and all of its functions and features, including without limitation, all formulas, patterns, compilations, programs, formats, processes, methods, techniques, and all other information displayed or made available on the Service. Confidential Information does not include information that (i) is or becomes part of the public domain other than as a result of your disclosure in violation of this Agreement, or (ii) was in your possession prior to disclosure of such information to us. Except as necessary to utilize the Service, you agree to: (i) keep all Confidential Information confidential and not disclose or reveal any Confidential Information to any person or entity for any reason; and (ii) not use or copy Confidential Information for any purpose. Upon the termination of your account, you agree to destroy or delete, as applicable, all copies of any Confidential Information in your possession or control.
2. Pricing Information. Without limiting the generality of the foregoing, you agree not to discuss, divulge, or share pricing information with any third party, including other towing/parking enforcement companies, software companies, or any other entity that does not have a legitimate and demonstrable "need to know." Pricing information includes base fees, per property fees, equipment fees, and any other monthly, yearly or one-time charge beyond what is already listed publicly on the Service's public website. This non-disclosure obligation is in effect from the effective date of this Agreement through three (3) years after the account is terminated.
3. Password/Username Security. You are responsible for maintaining the confidentiality of any login information associated with your company account and/or your employees' and agents' accounts used to access the Service. You are responsible for all activities that occur in relation to your assigned account(s). You are responsible for the actions of anyone using your account or profile, whether with or without your permission. You must promptly disable a discharged employee's user account.
4. Intellectual Property Rights. Title to the Service and the Proprietary Rights embodied in the Service (including all content, materials, and images on the ParkingSnap, Register2Park, and/or MyVIPParking sites and all User Content) remains in and is the sole and exclusive property of Your Enforcement Services, LLC and/or its licensors. "Proprietary Rights" means all rights in and to copyrights, rights to register copyrights, inventions, patents, patent rights, trademarks, trademark rights, trade secrets, confidential and proprietary information protected under contract or otherwise under law, and other proprietary rights or interest in intellectual property. Our Proprietary Rights also include the unlimited right to use, modify, commercially exploit, and/or incorporate into the Service any suggestions, enhancement requests, recommendations, or other feedback we may receive from you concerning the Service.
9. Fees and Payment (Applicable to Paid Subscribers).
1. Payment Terms. For paid subscribers, payment is due on the 30th day following the activation of your subscription, and will continue to be due (in arrears) every 30 days thereafter, following until the Service subscription is terminated. All payments must be made in U.S. Dollars. There are no refunds for early cancellation, for non-use of the Service, or for any other reason.
2. Client Notification. Should your services be suspended or terminated due to nonpayment or otherwise, a notification may be displayed, for the purpose of notifying clients and other users registered under your account that service has been suspended or terminated. (For towing, booting, and security companies, this may include our notification of your properties, property managers, etc.)
3. Base Service Fee. You agree to pay a fixed amount per month or year based on the pricing quoted and agreed upon at the time the account was created and activated. The stated subscription fees exclude any applicable taxes imposed by any governmental authority, and you are responsible for paying such taxes. If we are legally obligated to collect and remit taxes on the subscription fees, they will be charged to your payment card in addition to the subscription fees.
4. Other Add-On/Premium/Upgrade Fees. You may, at any time, choose to upgrade, downgrade or add premium features to your account. At that time, fees will change in accordance with the agreed upon stated price for such a change at that specific time. Note that pricing for these changes in the account will be based on pricing at the time the change was requested.
5. Changes in Fees. We reserve the right to increase and decrease fees from time to time. We will notify you of any increase of fees associated with your subscribed Services at least thirty (30) days prior to the next monthly billing date. The fee changes will go into effect on the next billing date.
6. Payment Method. The preferred payment method for service will be made online with the online payment methods provided within the Service platform (credit card, debit card, etc.). In some cases, you may be granted the ability to pay by check or other method, if we have previously agreed to such terms in writing.
7. Collection Fees. You are liable to us for all charges and fees related to collection of amounts owed, including without limitation, returned check fees, interest on all past due amounts accruing at 18% per annum, attorneys' fees, collection agency fees, and any additional reasonable collection fees we incur in the course of collecting past due amounts.
10. Disclaimer of Warranties.
1. DISCLAIMER. YOUR ENFORCEMENT SERVICES DISCLAIMS ALL WARRANTIES NOT EXPLICITLY STATED IN THIS AGREEMENT (WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT).
2. As Is. By using the Service, you understand and agree that all the Services provided are "as is" and "as available". This means that we do not represent or warrant to you or any user of the Service that:
• (i) the use of the Service will meet your needs or requirements;
• (ii) the use of the Service will be uninterrupted, timely, secure, or free from errors;
• (iii) the information obtained by using the Service will be accurate or reliable; or
• (iv) any defects in the operation or functionality of the Service will be repaired or corrected.
3. At Your Own Risk. You understand and agree that any content or information obtained through the use of Service is done at your own discretion and risk, and that you are solely responsible for reliance on such content or information and/or any damage to your equipment or other devices for any loss of data that may result from the download of such content.
4. Limitation of Liability. IN NO EVENT WILL OUR LIABILITY IN CONNECTION WITH THIS AGREEMENT AND/OR YOUR USE OF THE SERVICE EXCEED THE LESSER OF THE FOLLOWING: (A) TOTAL AMOUNTS PAID BY YOU DURING THE TWO (2) MONTHS IMMEDIATELY PRECEDING THE DATE OF ANY SUCH CLAIM, OR (B) ONE HUNDRED U.S. DOLLARS ($100.00). THE EXISTENCE OF MORE THAN ONE CLAIM WILL NOT ENLARGE THIS LIMIT ON LIABILITY FOR ANY REASON. IF YOU ARE DISSATISFIED WITH THE SERVICE, YOUR SOLE AND EXCLUSIVE REMEDY IS TO CANCEL YOUR ACCOUNT, WITHOUT REFUND, AS DESCRIBED IN THIS AGREEMENT.
5. Exclusion of Certain Damages. IN NO EVENT WILL YOUR ENFORCEMENT SERVICES BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, PUNITIVE, OR SPECIAL DAMAGES WHATSOEVER, INCLUDING DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION OR DATA, AND THE LIKE, ARISING OUT OF THIS AGREEMENT OR THE USE OF (OR INABILITY TO USE) THE SERVICE, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF ANY AVAILABLE REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
6. Indemnity. You agree to defend, indemnify and hold harmless Your Enforcement Services, LLC, its affiliates, officers, directors, employees, agents, successors and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses or fees (including reasonable attorneys' fees) arising out of or relating to your use of the Service, your violation of this Agreement, your negligence, error, willful misconduct, or any breach or non-fulfillment of any obligation to be performed by you pursuant to this Agreement or applicable laws, rules, or regulations. Without limiting the generality of the foregoing, your indemnification obligations expressly include (by way of example) all claims, liabilities, damages, judgments, awards, losses, costs, expenses and fees (including property damage, personal injury, financial losses, and otherwise) arising from the towing or booting of any vehicle or any party's actions or omissions in connection with its parking management or parking enforcement.
11. General.
1. Captions. All captions in this Agreement are intended solely for the convenience of the parties, and none will affect the meaning or construction of any provision.
2. No Waiver. The failure of Your Enforcement Services to exercise any right granted herein, or to require the performance by you of any provisions of this Agreement, or our waiver of any breach of this Agreement, will not prevent a subsequent exercise or enforcement of such provisions or be deemed a waiver of any subsequent breach of the same or any other provisions of this Agreement.
3. Force Majeure. If our performance of this Agreement or any obligation hereunder is prevented, restricted or interfered with by reason of fire, flood, earthquake, explosion or other casualty or accident, strikes or labor disputes, war or other violence, any law, order, regulation, ordinance, demand or requirements of any governmental agency, electrical power surges or outages, network outages, or any act or condition whatsoever beyond our reasonable control, we will be excused from delays in performing or from our failure to perform hereunder, provided that we take reasonable steps to avoid or remove such cause of nonperformance and resume performance whenever such causes are removed.
4. Severability. If any provision of this Agreement is determined by a court of competent jurisdiction to be unenforceable or invalid, such provision will be deemed eliminated and the remainder of this Agreement will remain in effect in accordance with its terms as modified by such deletion.
5. Changes to this Agreement. We may revise and update this Agreement from time to time in our sole discretion. All changes are effective and binding immediately as of the earlier of the time you next use the Service or click to accept or agree to the modified Agreement when this option is made available to you.
6. Governing Law and Venue; Class Action Waiver. This Agreement and your subscription to and/or use of the Service are governed by the laws of the State of Texas, without regard to its provisions on conflicts of laws. Exclusive venue of any suit arising out of or relating to this Agreement or your subscription to and/or use of the Service will lie in Denton County, Texas. You agree to bring claims, if any, against us only in your individual capacity and not as a plaintiff or class member in any purported class action or representative action. In the event a dispute arising under this Agreement results in litigation, the non-prevailing party will pay the court costs and reasonable attorneys' fees of the prevailing party.
7. Entire Agreement. This Agreement sets forth the entire agreement and understandings between the parties hereto with respect to the subject matter hereof. This Agreement merges all previous discussions and negotiations between the parties and supersedes and replaces any other Agreement that may have existed between us and you with respect to the subject matter hereof.
8. Notice. All notices, authorizations, and requests in connection with this Agreement will be in writing. Notices will be deemed given as of the day they are given to the specified email address for such party.