- These terms and conditions apply to all services ("Services") provided or arranged by us, Prndl ("us", "we" or "Prndl") to or for you, the owner or operator of one or more parking spaces (each a "Parking Space") and recipient of the Services ("you" or the "Parking Space Owner").
- Please note that these terms apply only to the provision of Services directly by us to you. These terms do not apply to the use by third parties of the Parking Space itself. The licensing of your Parking Space is dealt with under the terms of your Parking Space License Agreement with such third party drivers ("Drivers").
- We may amend these terms from time to time. Any amendments or new terms and conditions will be provided to you. You may terminate this Agreement if you do not wish to be bound by any such amendments but by continuing to use our website or Services you will be deemed to have accepted the new terms.
Services and listing
- We may advertise your Parking Space on our website and mobile applications ("Website") and provide information to Drivers and prospective Drivers who may wish to use the Parking Space.
- You will be required to complete your own listing for the Website. In your listing you agree to provide all relevant information about the Parking Space including:
- the address of the Parking Space;
- any restrictions on the types of vehicles for which the Parking Space is suitable;
- any other information or restrictions which apply to the Parking Space which a Driver should be aware of before booking the Parking Space.
- You are also required to provide us separately with information before we will list the Parking Space including your name, address and telephone number.
- You must provide us with any other information relating to you or the Parking Space as we may reasonably request at any time and we may also ask you to clarify any information you have provided.
- You are responsible for the accuracy of all information in your listing and any information you provide to us in relation to a booking. You may be liable to the Driver under the Parking Space License Agreement if the information you provide is inaccurate, incomplete or misleading in any way. Your liability may include any reasonable losses incurred by the Driver as a result of such inaccurate, incomplete or misleading information provided by you and you may be ordered to pay reasonable damages on the basis of misrepresentation, breach of contract or otherwise.
- We reserve the right to conduct a physical inspection of the Parking Space at any time and may remove your listing if the Parking Space does not conform to the information you have provided or our standards or we believe you to be in breach of your obligations under clause 8 (Your obligations).
- In addition to advertising the Parking Space, we will be entitled to send promotional emails to Drivers and provide such information about your Parking Space as we may deem appropriate to promote Prndl or your Parking Space.
Appointment as Agent
- You appoint us as your agent for the purposes of forming binding agreements between you and the Driver to whom you agree to grant a license to use the Parking Space. You also appoint us to collect all or part of your license charges from the Driver.
- At the time we confirm the booking of the Parking Space and receive payment from the Driver (see clause 4 below), a binding agreement will be formed (the "Parking Space License Agreement") between you and the Driver. The agreement will be on standard terms set out here and will only include any additional restrictions relating to your Parking Space if listed by you in accordance with clause 2.2.
- You may not incorporate any additional terms into the Parking Space License Agreement other than the restrictions clearly included in your listing. You agree not to propose to the Driver any additional terms or amendments to the Parking Space License Agreement after a booking has been made without our consent. The Driver is not obliged to accept any further terms once we have accepted a booking on your behalf.
- The Parking Space License Agreement and any additional restrictions included in your listing are a contract between you and the Driver. We are not a party to that agreement and we will not be liable to you, the Driver or any third party for any breach of the Parking Space License Agreement or otherwise in relation to the Parking Space or its use by Drivers. We are not a real estate broker, agent or insurer. We have no control over the conduct of Drivers or Parking Space Owners and disclaim all liability in this regard.
Bookings, payment and our charges
- The Website uses Braintree, a division of PayPal, Inc. (Braintree) for payment processing services. By using the Braintree payment processing services you agree to the Braintree Payment Services Agreement available at https://www.braintreepayments.com/legal/gateway-agreement, and the applicable bank agreement available at https://www.braintreepayments.com/legal/cea-wells .
- Your Parking Space will be available for instant booking. Your Parking Space will be treated as available unless you inform us otherwise. It is your responsibility to ensure that you inform us of any dates your Parking Space will not be available for booking. If the availability changes at any time you must notify us as soon as practicable. Based on the availability information you have provided to us we will tailor the Website listing for your Parking Space. If you have not informed us that your Parking Space is unavailable for a particular date or time then you may be liable to pay the reasonable costs of alternative arrangements for a Driver who makes a booking for such date and time.
- Where instant booking is used you agree that we will manage the entire booking process and you authorize us to accept a booking for an available date and issue a Parking Space License Agreement without further reference to you. We will take payment from the Driver on your behalf at the time of booking as set out below.
- Once we have provisionally accepted a booking on your behalf we will request payment from the Driver and issue a Parking Space License Agreement. Once we have received the necessary payment from the Driver a booking will be deemed to have been accepted and you will have entered a binding agreement with the Driver to allow the Driver to occupy the Parking Space during the dates and times ("License Period") set out in our email confirming a booking ("Confirmation Email") subject to the Parking Space License Agreement. We will confirm a booking to you as soon as practicable.
- Prndl Payments
- Our standard policy is to collect the full amount owed by the Driver for the Parking Space at the time they make their booking and:
- In the case of instant bookings, we will collect full payment from a Driver in the case of a short or medium-term booking (any booking of up to 6 weeks) or a month's advance payment in the case of a long-term booking (any booking of more than 6 weeks) at the time a Driver makes a booking without further reference to you. The Driver must agree to the terms of the Parking Space License Agreement and payment must be received in full before the booking is confirmed.
- You authorize us to accept and hold such payments on your behalf. We will forward the initial payment to you that we have received from the Driver 48 hours after the start of the License Period or 48 hours after the period covered by a subsequent payment in the case of a long term booking. We reserve the right to waive this escrow period.
- From time to time we may collect payment on your behalf from a Driver which we either have to repay to a Driver's credit card provider or which is deducted from a retention we have with our credit card processors (a "Chargeback"). If we are subject to a Chargeback in respect of a booking of your Parking Space you agree that:
- we will not be under any obligation to make payment to you of any amount which is the subject of a Chargeback and any claim you have for non-payment of Parking Space License Fees will be against the Driver (and we will not be obliged to pursue such claim); and
- if we are subject to a Chargeback after we have already made payment to you then you agree that you will repay to us an amount equivalent to the Chargeback (less our fees).
- In the event of a Chargeback in relation to an amount we have already paid to you we reserve the right to deduct an amount equal to the Chargeback from any credit or debit card details you have supplied or from payments received from Drivers for future bookings until we have been reimbursed in full and may use any credit or debit card details you have provided for such purposes.
Cancellation and Termination
- You agree to abide by the cancellation policy as stated on our website (the "Cancellation Policy") which may be updated from time to time.
- Furthermore, you agree that if a Driver wishes to cancel a booking they may do so through us and our Website and we will act as your agent in dealing with any cancellation. If we are required to process a cancellation we will do so in accordance with the Cancellation Policy.
- If we have received any payments in respect of a booking before a License Period begins and such booking is subsequently canceled by you or the Driver you authorize us to refund the Driver from any payments we are holding on your behalf. Where you have received payments directly you are required to refund the Driver in accordance with the Cancellation Policy.
- We reserve the right to cancel your account and terminate this agreement if you do not refund a Driver within the timeframes specified in the Cancellation Policy. We may also collect payment from the debit or credit card details you have supplied and use these to discharge your liability to a Driver for a canceled booking.
- For long term bookings you agree to abide by the termination policy included in the Parking Space License Agreement. In the event of termination of a booking it is a breach of clause 8 (Your obligations) to grant the Driver a license to use the Parking Space within a period of 12 months from the date of termination.
The Parking Space
- Before any License Period you must ensure that the Parking Space is in a satisfactory condition and is able to meet the requirements of the Driver under the booking.
- You represent and warrant that you own the Parking Space or that you are authorised to allow third parties to use the Parking Space and, where necessary, you have permission from your landlord, tenant or condominium association (or other persons who control any condominium of which the Parking Space is a part) to do so. If you are in any doubt you should check the terms of your lease (or sublease), freehold title, mortgage, deed of trust, condominium documents or any other documents of record to ensure that you are able to grant a license to use your Parking Space in the manner envisaged by this agreement and/or your agreement with Drivers.
- We will not be liable to you, the Driver or any other third party (such as a landlord, tenant, condominium association (or any other persons who control any condominium of which the Parking Space is a part) or management company) if you do not have the necessary authority referred to in clause 6.2 and you agree to indemnify and hold harmless Prndl for any loss we may suffer as a result of your breach of the representation and warranty above.
- You represent and warrant that you have all necessary regulatory and planning approvals to grant a license to use the Parking Space and that the license to use the Parking Space will comply with all applicable laws, Tax requirements and rules and regulations that may apply to the Parking Space, including but not limited to zoning laws and laws governing rental of or licenses to use residential and other properties.
- You agree to notify us immediately upon receiving any notice, correspondence or contact in any other form from any governmental authority, landlord or condominium association (or other persons who control any condominium of which the Parking Space is a part) in connection with the use of your Parking Space for purposes envisaged by this Agreement and/or your agreement with the Driver; and upon request, you agree to provide copies thereof to us. Following such notice from you we reserve the right to terminate this agreement and remove the Parking Space from the Website.
- You agree that we shall not be liable to you in any way whatsoever if you suffer any loss as a result of any governmental authority or any other relevant public authority bringing proceedings against you or taking any other action against you as a result of listing the Parking Space on the Website. If you do not have the necessary approvals referred to in clause 7.2, you agree to indemnify and hold harmless Prndl for any loss we may suffer as a result of your breach of the representation and warranty.
- You must:
- honor all bookings with Drivers;
- provide your Parking Space in accordance with the details and information set out in your Website listing;
- ensure that all information about you and your Parking Space that you provide to us for inclusion on the Website is true and accurate in all respects and could not in way be construed as misleading to a Driver;
- deal with all Drivers in a professional and courteous manner and in such a way as to not cause any harm or damage to our reputation;
- deal with all queries from Drivers relating to a Parking Space or booking in a prompt and satisfactory manner;
- comply with all applicable laws, Tax requirements and rules and regulations that may apply to the Parking Space, including but not limited to zoning laws and laws governing rental of or licenses to use residential and other properties;
- subject to clause 10, use your best endeavors to settle any disputes that may arise during a Driver's License Period including taking such action as is necessary to bring the dispute to a satisfactory conclusion as soon as practicable so that the Driver may still fulfill his booking.
- You agree that you will not create any false account with Prndl or use your account with Prndl for any immoral or illegal activity or purpose including (without limit) malicious or fraudulent bookings or money laundering.
- You agree to use Prndl as your exclusive agent for the purposes of making and accepting bookings from Introduced Drivers. For the purposes of this clause an “Introduced Driver' means any person who a) has made a booking of your Parking Space through Prndl; or b) has made an enquiry about your Parking Space through Prndl (whether or not such person completed a booking); or c) has become aware of you or your address or the address or location of your Parking Space directly or indirectly as a result of your listing with Prndl; or d) has made you aware of their need for parking through Prndl whether or not in any of the above scenarios such person completes a booking with you or a third party (“Introduced Parking Space Owner'). In the event of a booking between an Introduced Driver and an Introduced Parking Space Owner such of these terms and conditions as relate to fees payable to Prndl will apply to the Introduced Parking Space Owner.
- In the event that you arrange any booking or rental of or grant a license to use your Parking Space with an Introduced Driver (or any other person who is responsible for or entitled to drive the same car as an Introduced Driver) within a period of 12 months from the end of any Introduced Driver's License Period (if the Introduced Driver makes a booking) or the date on which we introduced the Introduced Driver to you or the Introduced Driver became aware of you or your Parking Space through Prndl, then you will be liable to us for the fees we would have received had such a booking been made in accordance with the terms of this agreement. You will also be liable for the costs we incur in enforcing this clause 8.5 and we reserve the right to deduct such fees and costs using the debit or credit card details you have supplied to us or by reducing your Prndl balance accordingly.
- We reserve the right to inspect the Parking Space at any time to verify any fees due in accordance with clause 8.2.
Debit or Credit card details
- In order to register an account you may be required to provide us with credit or debit card details to enable us to make payments to you. We are also authorized in exceptional circumstances to use these details to deduct any payments you may owe to us or to a Driver. Certain functionality and features may be available only to those who have provided debit or credit card details to us or through your Prndl account.
Complaints and Disputes
- You agree that if you have any dispute with a Driver concerning your Parking Space or any use of the Parking Space you will attempt to resolve it in the first instance by directly communicating with the Driver.
- In the event that a dispute cannot be resolved with the Driver directly you may refer the dispute to us or make a complaint. You authorize us to deal with the dispute or complaint as we see fit and you agree to abide by any decisions we may make in such circumstances which may include requiring you to refund any payments you have received or requesting that a Driver pays any outstanding amounts in relation to the relevant booking.
- You agree that we may use any funds we are holding on your behalf in order to settle a dispute with a Driver and that if we are authorized to deduct sums from the debit or credit card details you have supplied (up to a maximum of $375 (USD) per claim or dispute) in order to settle a dispute with a Driver.
- We may refer to you or your Parking Space at any time in the future to publicize ourselves or our website.
- Either party may terminate this Agreement at any time but upon termination you agree to honor any outstanding bookings. From the date of termination we will not confirm or accept any new bookings for the Parking Space but the Agreement will continue in respect of those outstanding bookings (subject to clause 12.5).
- In the event that this Agreement is terminated while any fees or charges whatsoever are outstanding to us then you must pay all outstanding fees or charges to us immediately without set-off or deduction.
- We will be entitled to terminate this Agreement immediately if:
- you are in material breach of any of the terms of this Agreement; or
- you do anything to put our goodwill or reputation at risk; or
- we have any reason to believe that you are not authorized to grant a license to use the Parking Space;
- you cancel a booking other than in accordance with the Cancellation Policy; or
- you refuse to cooperate with us in respect of this Agreement.
- If any bookings are outstanding on termination by us under this clause 12.3 then clause 12.5 will apply.
- In the event of termination the terms of this Agreement will continue in full force, so far as such terms relate to existing bookings or the consequences of any previous booking (including terms relating to fees, disclaimers, liability and damage).
- In the event that:
then you will be fully liable to us (under the terms of this Agreement) for all associated costs, charges, damage and liability which we may incur as a result and you agree to indemnify us on a continuing basis in respect of any such canceled booking.
- this Agreement is terminated by you and existing bookings cannot proceed under clause 12.1 (eg. because you sell the property to which the Parking Space is attached); or
- this Agreement is terminated by us under clause 12.3 while there are existing bookings;
- You should be aware that you may also be liable to the Driver (under the Parking Space License Agreement) for any reasonable associated costs, charges, damage and liability which the Driver incurs as a result of any of the events described in clause 12.5, including the Driver's costs of having to make alternative parking arrangements.
- You will be entirely responsible for any and all insurance that you may require for the purposes of granting any license to use your Parking Space.
- If you choose to use the Website and Services, you do so at your sole risk. You acknowledge and agree that Prndl does not have an obligation to conduct background checks on any Driver. The Website and Services are provided "as is", without warranty of any kind, either express or implied. Without limiting the foregoing, Prndl explicitly disclaims any warranties of merchantability, fitness for a particular purpose, quiet enjoyment or non-infringement, and any warranties arising out of course of dealing or usage of trade. Prndl makes no warranty that the Website or Services will meet your requirements or be available on an uninterrupted, secure, or error-free basis. Prndl makes no warranty regarding the quality of the Services or the accuracy, timeliness, truthfulness, completeness or reliability of any content obtained through the Website or Services.
- No advice or information, whether oral or written, obtained from Prndl or through the Website or Services will create any warranty not expressly made herein.
- You are solely responsible for all of your communications and interactions with other users of the Website or Services and with other persons with whom you communicate or interact as a result of your use of the Website or Services, including, but not limited to, any Drivers. You understand that Prndl does not make any attempt to verify the statements of users of the Website or Services or to review or visit any Parking Spaces. Prndl makes no representations or warranties as to the conduct of users of the Website or Services or their compatibility with any current or future users of the Website, or Services. You agree to take reasonable precautions in all communications and interactions with other users of the Website or Services and with other persons with whom you communicate or interact as a result of your use of the Website or Services, including, but not limited to, Drivers, particularly if you decide to meet in person.
- You agree to defend, indemnify and hold harmless Prndl, its affiliates, and their respective officers, directors, managers, employees and agents ("Prndl Indemnitees") from and against any and all claims, damages, obligations, losses, liabilities, costs, and expenses (including but not limited to attorney's and accountant's fees) arising from: (i) your actions or omissions in relation to the Services, the Website, the Parking Space or the Booking; (ii) your violation of any term of this Agreement; (iii) your violation of any third-party right, including without limitation any copyright, property, publicity or privacy right; (iv) any claim that any content uploaded by you to the Website caused damage to a third party; (v) your violation of any law; or (vi) your breach of the Parking Space License Agreement. This defense and indemnification obligation will survive this Agreement and your use of the Website. You hereby agree to waive the application of any law that may limit the efficacy of the foregoing agreement to defend and indemnify Prndl Indemnitees.
- Prndl will not be liable for any lost profits, loss of data, or costs of procurement of substitute goods or services or for any claim or demand against you by any other party. In no event will Prndl be liable for any consequential, special, indirect, or exemplary damages whatsoever arising out of (i) errors, mistakes, or inaccuracies of the Website or Services, (ii) personal injury or property damage of any nature whatsoever resulting from your access to and use of the Website or Services or any booking with a Driver, (iii) any unauthorized access to or use of our secure servers and/or any and all personal, institutional, technical or other information stored therein, (iv) any interruption or cessation of transmission to or from the Website, (v) any bugs, viruses, Trojan horses, or the like, which may be transmitted to or through the Website by any third party, or for any loss or damage of any kind incurred as a result of your use of the Website or Services, however caused and under any theory of liability (including negligence), even if advised of the possibility of such damages. You acknowledge that the amounts payable under this Agreement are based in part on these limitations, and You further agree that these limitations will apply notwithstanding any failure of essential purpose of any limited remedy. The foregoing limitation of liability shall apply to the fullest extent permitted by law in the applicable jurisdiction
- For the avoidance of doubt, the liability excluded under clause 16.1 includes any loss arising from your dealings with any Driver or arising from the Parking Space and we shall have no liability to you whatsoever for any act or omission of the Driver in connection with the Parking Space or a Booking. We will not be liable to you in the event of a claim by a Driver against you and, for the avoidance of doubt, we shall not be required to return any money received by us under this Agreement to either you or the Driver in such circumstances.
- Our liability to you for all losses under this Agreement is capped at the total fees paid by you to us under this Agreement.
- No claim may be brought against us in relation to this Agreement more than 12 months following the date on which your Parking Space to which such claim relates was last promoted on our Website.
- You agree that the above exclusions of liability are reasonable in all the circumstances, especially in light of the fact that our Services include only the provision of the Website and Services and responsibility for the Parking Space and fulfillment of a Booking lies solely with the Owner for whom we act only as an agent in a limited capacity.
- If you are domiciled in the US the liability excluded under this clause excludes situations where fraud, willful concealment or theft shall be shown to have taken place on our part and nothing in this agreement limits or excludes our liability for death or personal injury arising as a result of our negligence or the negligence of our employees, agents or self-employed contractors or for fraud or fraudulent misrepresentation.
- You shall not attempt to solicit or perform services for or induce or attempt to induce, any customer, supplier, licensee or business relation of Prndl or any Driver or other Owner through any communication including written and oral communication made by yourself or a third party to transact outside of the Website.
- Each party agrees with the other not to divulge or allow to be divulged any confidential information relating to the other's business or affairs other than to its employees, associates or contractors (if any) who are subject to appropriate non-disclosure undertakings (if required), or where the other party has consented to such disclosure or where required by law to make such disclosure. Either party may upon termination of this Agreement require by notice in writing to the other party the destruction or return of any confidential material in that party's possession or control. The confidentiality obligation set out here shall expire 3 years after the expiry or termination of the Agreement.
- Each of the parties warrants its power to enter into the Agreement and has obtained all necessary approvals to do so.
- Any notice to be served on either of the parties by the other shall be sent by pre-paid recorded delivery, registered post, fax or email to the address of the relevant party shown on at the start of this Agreement or such other physical or electronic address as may be notified by one party to the other.
- No term of the Agreement will be enforceable by any person that is not a party to it.
- We will be entitled to assign or sub-contract our obligations under this Agreement.
- Both parties shall be released from their respective obligations in the event of national emergency, war, prohibitive governmental regulation or if any other cause beyond the reasonable control of the parties or either of them renders the performance of the Agreement impossible, whereupon all money accrued due under the Agreement shall be paid.
- Each party acknowledges that the Agreement (as varied) and the conditions contain the whole agreement between the parties and that it has not relied upon any oral or written representations made to it by the other or its employees or agents and has made its own independent investigations into all matters relevant to it.
- If any provision of this Agreement is prohibited by law or judged by a court to be unlawful, void or unenforceable, the provision shall, to the extent required, be severed from this Agreement and rendered ineffective as far as possible without modifying the remaining provisions of this Agreement, and shall not in any way affect any other circumstances of or the validity or enforcement of this Agreement.
- No delay, neglect or forbearance on the part of either party in enforcing against the other party any term or condition of this Agreement shall either be or be deemed to be a waiver or in any way prejudice any right of that party under this Agreement. No right, power or remedy in this Agreement conferred upon or reserved for either party is exclusive of any other right, power or remedy available to that party.
- Headings contained in this Agreement are for reference purposes only and should not be incorporated into this Agreement and shall not be deemed to be any indication of the meaning of the clauses to which they relate.
Governing Law and Jurisdiction
- If you are domiciled in the USA you are contracting with Prndl (US) Inc and this Agreement shall in all respects be governed by the laws of the State of New York without reference to its principles of conflicts of laws. Both parties acknowledge and agree that the U.N. Convention on Contracts for the International Sale of Goods shall not apply to this Agreement, the Website or the Services. You acknowledge that Prndl's rights and your obligations to Prndl are of a unique and irreplaceable nature, the loss of which shall irreparably harm Prndl and which cannot be replaced by monetary damages alone so that Prndl shall be entitled to injunctive or other equitable relief (without the obligation of posting any bond or surety) in the event of any breach or anticipatory breach by you. You irrevocably waive all rights to seek injunctive or other equitable relief and agree to limit your claims to claims for money damages (if any).
- If you are domiciled outside of the USA you are contracting with Prndl LLC and this Agreement shall in all respects be governed by the laws of the United States and shall be deemed to have been made in the US.
- Regardless of where you are domiciled any claims brought against Prndl must be filed in a US court. Any arbitration, mediation or other conciliatory process must be initiated and carried out in the United States.
- Notwithstanding the parties' decision to resolve any and all disputes arising under this Agreement through arbitration, Prndl may bring an action to protect its intellectual property rights or to seek to obtain injunctive relief or other equitable relief from a court to enforce the provisions of this Agreement or to enforce the decision of the arbitrator.
- The arbitrator shall apply the substantive laws in accordance with clause 20 (Governing Law and Jurisdiction), shall issue a written decision, and shall have the power to award any legal remedies consistent with this Agreement except for punitive, exemplary or special damages.
- The parties will split the arbitrator's fee.
- Disputes will be resolved only on an individual basis and will not be consolidated with any other claims, suits or other proceedings that involve any claim or controversy of any other party.
- You agree that the provisions in this clause will survive any termination of this Agreement.
Last Updated: February 2, 2016
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