1. ACCEPTANCE OF TERMS

Parkeee, LLC, a Delaware limited liability company (hereinafter referred to as “Parkeee”, “we”, “our” or “us”), provides this website, www.Parkeee.com and Parkeee’s mobile application (collectively, the “Site”), including all information, documents, communications, files, images, text, graphics, software, software applications (including mobile applications (the “App”)), products and services available through the Site (collectively, the “Materials”) and all services operated by Parkeee and third parties through the site and Parkeee’s mobile application (collectively, the “Services”), available for your use subject to the terms and conditions set forth in this document and any changes to this document that we may publish from time to time (collectively, the “Terms of Use” or “Agreement”).

We reserve the right to change the Terms of Use and other guidelines or rules posted on the Site from time to time at our sole discretion. Your continued use of the Site, or any Materials or Services accessible through itor the App, after such notice has been posted constitutes your acceptance of the changes. Your use of the Site will be subject to the most current version of the Terms of Use, rules and guidelines posted on the Site at the time of such use. You should periodically check these Terms of Use to view the then current terms. If you breach any of the Terms of Use, your authorization to use this Site automatically terminates.

We further reserve the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Materials and/or Services (or any part thereof) with or without notice. You agree that, unless we have agreed otherwise in writing, we shall not be liable to you or to any third party for any modification, suspension or discontinuance of our Materials and/or Services (or any part thereof).

2. DEFINED TERMS FOR SITE CONTENT

All user-supplied content, information, materials, files, communications, documents, text and images, including any comments or reviews you provide through the Site or any of our applications, are referred to collectively as “User Content.” “Our Content” or “Parkeee Content” means all materials provided by us. The terms and conditions expressed in this agreement apply to all users and visitors of this Site, and we may refer to all Site users as “you” or “your/s” in this Agreement.

3. USER ACCOUNTS
(i) User Accounts:

In order to access or to make use of the Materials and/or Services you may need to register and create a user account (an “Account”). By using the Site and/or setting up an Account you represent that you are of legal age to form a binding contract and are not a person barred from receiving our Services under United States or State law. You also agree:

• i. that you will not use an Account that is created by another Site user;
• ii. that you will supply only complete and accurate information in registering for an Account;
• iii. that you are solely responsible for the activity that occurs on your Account, that you will keep your Account password secure at all times, and that we will not be liable for your losses caused by any unauthorized use of your Account; and
• iv. that if your Account has been compromised for any reason, you will immediately notify us of the security breach or unauthorized use of your Account.

We reserve the right to (a) take appropriate legal action against anyone who, in our sole discretion, violates these Terms of Use; (b) in our sole discretion without notice and without limitation or liability, refuse, restrict access to or availability of, or terminate any user’s Account for any reason.

4. SERVICES
Services:

• (i) Car Finder Feature. This feature enables users of our App to save a parking spot location, to enable the user to easily locate the spot using the mobile device’s GPS features. Our App also enables users to set parking timers on their mobile devices, corresponding to the remaining time on parking meters or lots. This feature requires the user the user to manually, and correctly, input the time remaining for the particular parking spot.
• (ii) E-Reminder Feature. This feature enables users of our App to input expiration dates for driver licenses, registrations and inspections, and request that the App provide reminders prior to such expiration dates to allow users to renew their licenses and registrations in a timely manner. The proper functioning of the E-Reminder feature is dependent on the user’s accurate input of expiration date information. The E-Reminder feature also enables users to input information relating to traffic tickets and insurance premium payments in order to receive payment reminders.
• (iii) Traffic Violation Ticket Payment Services. Parkeee may offer traffic ticket payment services in New York and Pennsylvania. To utilize these services, you will be required to provide Parkeee with identifying information relating to your traffic ticket and to also fund your Parkeee account in accordance with the directions provided on the Site (or on the App). By requesting these services, you authorize us to make payment on your behalf.

In addition to the services described above, we may also provide you with other useful and updated information about parking lots, gas stations and service stations near your location. You understand that though we make an effort to prevent fraud and misleading information about these service locations, we cannot guarantee the accuracy of any information provided with respect to such service locations.You understand that these services may also utilize GPS tracking to enable us to find locations nearest to you. Any comments you leave with respect to any service location, whether through our App or through the Site, will be subject to the terms of this Agreement.

(ii) Refund Policies:

All refunds will be provided as Parkeee Cash, which may be utilized only for Parkeee products or services .

5. INTELLECTUAL PROPERTY; LIMITED LICENSE

The Materials and Services on this Site, as well as their selection and arrangement, are protected by copyright, trademark, patent, and/or other intellectual property laws, and any unauthorized use of the Materials or Services at this Site may violate such laws and these Terms of Use. Except as expressly provided herein, we do not grant any express or implied rights to use the Materials and Services. You agree not to copy, republish, frame, download, transmit, modify, assign, distribute, or create derivative works based on the Site, its Materials, or its Services or their selection and arrangement, except as expressly authorized herein. In addition, you agree not to use any data mining, robots, or similar data gathering and extraction methods in connection with the Site.

In addition to the Materials and Services offered by us, this Site may also make available materials, links, information, products and/or services provided by third parties, including information relating to service and gas stations (collectively, the “Third Party Products and Services”). The Third Party Products and Services may be governed by separate agreements that accompany such products or services. We offer no guarantees and assume no responsibility or liability of any type with respect to the Third Party Products and Services. You agree that you will not hold us responsible or liable with respect to the Third Party Products and Services or seek to do so, even if we recommendedthe particular good or service. You further understand and agree that all dealings with individuals and entities accessed, introduced or referred through the Site is at your own risk. We do not screen our Site users and make no representations whatsoever about the trustworthiness, credibility, honesty or competence of any Site user.

Except as expressly indicated to the contrary elsewhere on this Site, you may use, view, and download Our Content and User Content available on this Site subject to the following conditions:

• 1. Our Content and User Content may be used solely for personal and internal purposes. You may not commercially exploit any of the Site content without express permission from us.
• 2. Our Content and User Content may not be modified or altered in any way except by the user who submitted such content or by us.
• 3. You may not remove any copyright or other proprietary notices contained in Our Content or User Content.
• 4. We reserve the right to revoke the authorization to view, use and download Our Content and User Content available on this Site or any portion of it at any time, and any such use shall be discontinued immediately upon notice from us.
• 5. The rights granted to you constitute a license and not a transfer of title.

The rights specified above to view, use and download Our Content and User Content available on this Site are not applicable to the design or layout of this Site. Elements of this Site are protected by trade dress and other laws and may not be copied or imitated in whole or in part.

6. TRADEMARK INFORMATION

The trademarks, logos, and service marks, including the “Parkeee” trademark (the “Mark”) displayed on this Site are the property of Parkeee or other third parties. You are not permitted to use the Mark without the prior written consent of Parkeee or such third party that may own the Mark.

7. LICENSE TO PARKEEE FOR USER CONTENT

Certain pages on the Site (including profile pages) accommodate or require User Content. By submitting User Content to any area of the Site you grant us the following type of license: a perpetual, worldwide, royalty-free, non-exclusive license to modify and reproduce such User Content. You also grant us the right to distribute and publicly display and perform such User Content on the Site for the purpose for which such User Content was submitted to the Site. You also grant us a worldwide, perpetual, royalty-free, non-exclusive license to modify, compile, reproduce, sell, license and distribute such User Content without compensation to you. You understand that we will have the right to use, reproduce, sell, sublicense and generally monetize the User Content you upload to the Site, and you expressly agree to such use by us with no compensation or royalties to you. You agree that you will not submit any User Content to the Site that is in any manner infringing, untrue, or defamatory. Before submitting content or links from other websites you agree to review such sites’ terms and conditions to ensure that your activity on our Site does not violate such terms, and you agree to indemnify us to the extent that we are harmed because of your wrong doing.

8. DIGITAL MILLENNIUM COPYRIGHT ACT

Our Site is committed to complying with U.S. copyright laws. The Digital Millennium Copyright Act (“DMCA”) provides a recourse for owners of copyrighted material who believe that their rights under U.S. copyright laws have been infringed on the Internet. Under the DMCA, copyright owners may contact the authorized agent of an Internet service provider to report alleged infringements of their protected works appearing on web pages hosted by the service provider. Upon receipt of a properly filed complaint satisfying the requirements of the DMCA, our Site will remove or block access to the allegedly infringing material, and may terminate the user’s Account if the user is a repeat offender. If a person believes in good faith that a notice of copyright infringement has been wrongly filed, such person may submit a counter-notice to us. In any event, we shall not be made a party to disputes over alleged copyright infringement. If you are a copyright owner or an agent thereof and believe that any User Content or other content infringes upon your copyrights, you may submit a notification pursuant to the Digital Millennium Copyright Act (“DMCA”) by providing us with the following information in writing (see 17 U.S.C 512(c)(3) for further detail): A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed; Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site; Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled and information reasonably sufficient to permit the service provider to locate the material; Information reasonably sufficient to permit us to contact you, such as an address, telephone number, and, if available, an electronic mail; A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and A statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed. You may send the notification to[email protected].

9. PROHIBITED COMMUNICATIONS

You may submit only User Content to or through the Site that is (a) owned by you, (b) submitted with the express permission of the owner or within the scope of the license to such content, or (c) in the public domain. As outlined in more detail below, you are prohibited from posting or transmitting to or from this Site any unlawful, threatening, harassing, libelous, offensive, (including any offensive language or suggestive content, as determined by us), defamatory, obscene, or pornographic materials, including any nude photographs or images, or other materials that would violate any law or the rights of others, including, without limitation, laws against copyright infringement, and rights of privacy and publicity. Violation of these restrictions may result in denial of or limitations on access by you to this Site. Furthermore, if legal action is taken against us for your violations of these terms we will hold you liable for our losses resulting from your violation of these provisions or of applicable law, and you agree to fully indemnify us and to compensate us for any resulting losses and related legal costs incurred in defending ourselves because of your violation of these Terms of Use and other rules and conditions posted on the Site.

More specifically, you understand that you are entirely responsible for the content of, and any harm resulting from, your postings to or transmissions through the Site (your User Content). When you create or make available your User Content, you thereby represent and warrant that:

(a) the creation, distribution, transmission, public display and performance, accessing, downloading and copying of your User Content does not and will not infringe the proprietary rights, including but not limited to the copyright, patent, trademark or trade secret rights of any third party;

(b) you have fully complied with any third-party licenses relating to your User Content, and have done all things necessary to successfully pass through to viewers any required terms;

(c) your User Content does not contain any viruses, malicious code or other harmful or destructive content;

(d) your User Content is not obscene, lewd, lascivious, filthy, excessively violent, harassing or otherwise objectionable, libelous or slanderous, does not incite, encourage or threaten immediate physical harm against another, does not violate any applicable law, regulation, or rule, and does not violate the privacy or publicity rights of any third party;

(e) your User Content does not contain material that solicits personal information from anyone under 18 or exploit people under the age of 18 in a sexual or violent manner, and does not violate any applicable child pornography law or otherwise intended to protect the health or wellbeing of minors;

(f) your User Content does not violate any applicable law designed to regulate electronic advertising;

(g) your User Content does not constitute, contain, install or attempt to install or promote spyware, malware or other computer code designed to enable you or others to gather information about or monitor the online or other activities of another party on or through the Site;

(h) your User Content does not contain any defamatory material;

(i) your User Content does not inundate the website with communications or other traffic suggesting no serious intent to use the website for its stated purpose; and

(j) your User Content does not otherwise violate, or link to material that violates, any provision of these Terms of Use or any applicable law or regulation.

10. USER CONDUCT & PROHIBITED ACTIVITIES

You may not access or use the Site for any other purpose other than that for which we make it available. In using the Site, including all Services and Materials available through it, you agree to not engage in any prohibited activities. Prohibited activity includes, but is not limited to:

(a) criminal or tortious activity, including child pornography, fraud, trafficking in obscene material, harassment, stalking, spamming, or copyright infringement;

(b) transmitting junk email to other users, other than transmissions expressly permitted on the Site;

(c) using any information obtained from the Site in order to contact, advertise to, solicit, or sell to any user without their prior explicit consent;

(d) interfering with, disrupting, or creating an undue burden on the Site or the networks or services connected to the Site;

(e) disrupting or interfering with the security of, or otherwise causing harm to, the Site, or any Services, Materials, system resources, accounts, passwords, servers, or networks connected to or accessible through the Site; and

(f) using the Site in a manner inconsistent with any and all applicable laws and regulations.

11.MANAGING CONTENT AND COMMUNICATIONS

We reserve the right but do not have the obligation to: (a) monitor the Site for violations of these Terms of Use; (b) take appropriate legal action against anyone who, in our sole discretion, violates these Terms of Use; (c) in our sole discretion and without limitation, refuse, restrict access to or availability of, or disable (to the extent technologically feasible) any user’s User Content or any portion thereof that may violate these Terms of Use or any policy of ours; (d) in our sole discretion and without limitation, notice or liability remove from the Site or otherwise disable all files and content that are excessive in size or are in any way burdensome to our systems; (e) terminate and delete Accounts (including information stored in connection with accounts) without liability to you; and (f) to otherwise manage the Site in a manner designed to protect the rights and property of Parkeee and others and to facilitate the proper functioning of the Site. We make no representation that we will keep or save your User Content; all such content may be deleted by us in our sole discretion without liability. In addition, to the maximum extent permitted by law, we will have no liability related to User Content. We disclaim all liability with respect to the misuse, loss, modification, or unavailability of any User Content.

12. WARRANTIES AND DISCLAIMERS

EXCEPT AS EXPRESSLY PROVIDED OTHERWISE IN A WRITTEN AGREEMENT BETWEEN YOU AND US, THIS SITE, AND ALL MATERIALS AND SERVICES ACCESSIBLE THROUGH THIS SITE ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR THE WARRANTY OF NON-INFRINGEMENT. WITHOUT LIMITING THE FOREGOING, WE MAKE NO WARRANTY THAT (I) THE SERVICES AND MATERIALS WILL MEET YOUR REQUIREMENTS; (II) THE SERVICES AND MATERIALS WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; (III) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES OR MATERIALS WILL BE EFFECTIVE, ACCURATE, OR RELIABLE; (IV) THE QUALITY OF ANY SERVICES OR MATERIALS OBTAINED OR ACCESSIBLE BY YOU THROUGH THE SITE OR SOFTWARE APPLICATIONS WILL MEET YOUR EXPECTATIONS; AND (V) ANY ERRORS IN THE SERVICES OR MATERIALS OBTAINED THROUGH THE SITE, OR ANY DEFECTS IN THE SITE, ITS SERVICES OR MATERIALS, WILL BE CORRECTED. The use of the Services or the downloading or other use of any Materials through the Site is done at your own discretion and risk and with your agreement that you will be solely responsible for any damage to your computer system, loss of data, or other harm that results from such activities. We assume no liability for any computer virus or other similar software code that is downloaded to your computer from the Site or in connection with any Services or Materials offered through the Site. No information, whether oral or written, obtained by you from us or through or from the Site shall create any warranty not expressly stated in these Terms of Use. WE DO NOT SCREEN SITE USERS. ANY DEALINGS OR INTERACTIONS YOU MAY HAVE WITH OTHER SITE USERS OR OTHER SITE USERS ARE AT YOUR OWN RISK. WE WILL NOT BE RESPONSIBLE FOR ANY HARM CAUSED TO YOU BY VIRTUE OF YOUR INTERACTION OR DEALING WITH ANOTHER USER OR OTHERWISE BY VIRTUE OF YOUR USE OF THE SITE OR ANY SOFTWARE APPLICATION. YOU UNDERSTAND THAT ESPECIALLY IN CONGESTED AREAS, THE ACQUISITION OF PARKING SPACES IS THE CAUSE OF MANY ALTERCATIONS, AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY RESULTING HARM, LOSS OR INJURY.

13. PERSONAL INFORMATION AND PRIVACY

You understand and agree that many of our services are dependent on GPS tracking. To the extent that your mobile devise does not allow for such tracking, your use of our Materials and Services may be limited. To the extent that your devise is GPS enabled, you grant us the right to track your location and to make your location known to other users. You understand and agree that we may disclose information about you if we have a good faith belief that we are required to do so by law or legal process, to respond to claims, or to protect the rights, property, or safety of Parkeee or others. Please refer to our Privacy Policy for more information about the manner in which we protect and use your information.

14. LIMITATION OF LIABILITY

IN NO EVENT SHALL PARKEEE OR ITS OFFICERS, EMPLOYEES, SUPPLIERS OR LICENSORS BE LIABLE TO YOU OR ANY THIRD PARTY UNDER ANY CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE OR UNDER LEGAL OR EQUITABLE THEORY FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, INCLUDING LOST PROFIT DAMAGES ARISING FROM YOUR USE OF THE SITE AND ANY OF THE MATERIALS OR SERVICES, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, OUR LIABILITY FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO AMOUNT ACTUALLY PAID, IF ANY, BY YOU TO US DURING THE 12-MONTH PERIOD PRIOR TO THE CLAIM.

15. INDEMNITY AND LIABILITY

You agree to indemnify and hold Parkeee, and its subsidiaries, affiliates, officers, directors, agents, partners and employees, harmless from any claim or demand, including reasonable attorneys’ fees, made by any third party due to or arising out of content you submit, post to, or transmit through the Site or our applications, your use of the Site or our applications, torts or damaged (whether physical or otherwise) caused by you, your connection to the Site or our applications, your violation of these Terms of Use or any end user license agreement or your violation of any rights of another person or entity.

16. TAXES

All prices listed on our website are in US Dollars exclusive of taxes. By law we are required to collect sales tax, and you understand and agree that we will collect such applicable taxes from you when you place an order for our products and services.

17. GOVERNING LAW, ARBITRATION, JURISDICTION

This Agreementis governed in all respects by the laws of the State of Delaware without regard to conflict of laws provisions. BY ACCEPTING THIS AGREEMENT AND USING THE SITE, YOU ACCEPT AND CONSENT TO THE PERSONAL JURISDICTION AND VENUE OF THE FEDERAL AND STATE COURTS IN QUEENS COUNTY, NEW YORK, SUBJECT TO THE ARBITRATION TERMS BELOW. THE PARTIES HEREBY WAIVE THEIR RIGHT TO A TRIAL BY JURY OF ANY CLAIMS OR CONTROVERSIES ARISING OUT OF THIS AGREEMENT OR THE USERS’ USE OF THIS WEBSITE OR THE SERVICES PROVIDED BY OR THROUGH PARKEEE.Notwithstanding any contrary provision contained herein, any controversy or claim arising out of or relating to this Agreement, the Materials or Services (including any mobile applications provided by Parkeee), or the Site or your use of the Site (other than intellectual property infringement claims) shall be settled by binding arbitration in accordance with the commercial arbitration rules of the American Arbitration Association. Any such controversy or claim shall be arbitrated on an individual basis, and shall not be consolidated in any arbitration with any claim or controversy of any other party. The arbitration shall be conducted in New York County, New York, and judgment on the arbitration award may be entered into any court having jurisdiction thereof. The award of the arbitrator shall be final and binding upon the parties without appeal or review except as permitted by Delaware law. Notwithstanding the foregoing, either party may seek any interim or preliminary injunctive relief from a court as necessary to protect the party’s rights or property pending the completion of arbitration. You and Parkeee agree that any cause of action arising out of or related to the Site, mobile applicationor any of our Services or Materials or related to this Agreement must commence within one (1) year after the cause of action arose; otherwise, such cause of action is permanently barred. Any controversy or claim shall be litigated on an individual basis, and shall not be consolidated in any arbitration or litigation with any claim or controversy of any other party.

18. GENERAL

The Terms of Use and the other rules, guidelines, licenses and disclaimers posted on the Site constitute the entire agreement between Parkeee and you with respect to your use of the Site. If for any reason a court of competent jurisdiction finds any provision of these Terms of Use, or portion thereof, to be unenforceable, that provision shall be enforced to the maximum extent permissible so as to effect the intent of the parties as reflected by that provision, and the remainder of the Terms of Use shall continue in full force and effect. Any failure by us to enforce or exercise any provision of these Terms of Use or related right shall not constitute a waiver of that right or provision.