# AirGarage Services Agreement

This Services Agreement (“Agreement”) is entered into on the date of account creation (the “Effective Date”) between AirGarage, Inc., with a place of business at 1112 Bryant Street, San Francisco, CA 94103 (“AirGarage”), and the account creator or user, with a place of business as listed in their parking spot listing (“Customer”).

## 1. Services and Support

1.1. AirGarage provides a parking management solution that allows parking garage and lot owners to register parking spots, set parking prices, advertise and lease their identified parking spaces to potential users as well as related setup and ongoing services (the “Services”).

## 2. Restrictions and Responsibilities

2.1. Customer will use the Services only in compliance with AirGarage’s then-current standard terms, conditions and policies published on the AirGarage website (https://airgara.ge/terms) and all applicable laws and regulations. Customer agrees to indemnify and hold harmless AirGarage against any damages or liabilities (including without limitation costs and attorneys’ fees) in connection with any claim or action that arises from Customer’s use of the Services.

2.2. Customer shall cooperate with AirGarage in its performance of the Services and provide access to Customer’s premises as required to enable AirGarage to provide the Services.

2.3. Customer authorizes AirGarage to enforce any parking requirements or conditions on behalf of Customer.

2.4. AirGarage agrees to pay for all physical signage and related installation costs necessary to provide the Services.

2.5. AirGarage shall own and retain all right, title, and interest in and to any signage or equipment provided as part of the Services.

2.6. AirGarage is not responsible for the maintenance and upkeep of Customer’s parking garage or lot.

## 3. Collection of Payments; Payment of Services Fees

3.1. AirGarage shall collect parking and related fees from parking lot users in accordance with the applicable price listed by AirGarage on its website for the use of designated parking spots (“User Payments”).

3.2. AirGarage shall be responsible for ensuring the security, privacy, and legal compliance of User Payments. Customer assumes no responsibility for User Payments made by users to AirGarage.

3.3. AirGarage will retain 30% of any User Payments for the Services provided to Customer (“Services Fees”). AirGarage shall disburse the remainder of User Payments, less these Services Fees, to Customer (the “Disbursement”).

3.4. AirGarage will disburse the Disbursement to Customer on a monthly basis by the fifth day of each month for all amounts accrued in the previous month.

3.5. If Customer believes that the Disbursement is incorrect, Customer must contact AirGarage no later than 60 days after such Disbursement.

## 4. Term and Termination

4.1. This Agreement begins on the Effective Date and will continue indefinitely until either party gives written notice of termination with 14 days notice.

4.2. Customer will pay in full for the Services up to and including the last day on which the Services are provided; and AirGarage may deduct any outstanding amounts owed to AirGarage under this Agreement.

4.3. Customer agrees that in the event Customer terminates this agreement, Customer shall reimburse AirGarage for the remainder of the signage costs not yet acquired through Services Fees.

4.4. All sections of this Agreement which by their nature should survive termination will survive termination, including, without limitation, accrued rights to payment, warranty disclaimers, and limitations of liability.

## 5. Dispute Resolution

5.1. Any and all disputes arising out of this Agreement shall be governed by California law.

5.2. In the event of a dispute, Customer and AirGarage shall first convene to attempt to resolve the dispute through informal meetings and discussions.

5.3. Any and all disputes arising out of this Agreement that cannot be resolved by the parties through an informal meeting process shall be resolved by binding arbitration. Arbitrations shall be conducted by the American Arbitration Association (AAA) pursuant to its Consumer Arbitration Rules and shall take place in San Francisco County, California.

## 6. Warranty and Disclaimer

6.1. AirGarage shall use reasonable efforts to maintain the Services in a manner that minimizes errors and interruptions in the Services. The Services may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by AirGarage or by third-party providers, or because of other causes beyond AirGarage’s reasonable control, but AirGarage shall use reasonable efforts to provide advance notice in writing or by e-mail of any scheduled service disruption. However, AirGarage does not warrant that the Services will be uninterrupted or error free; nor does it make any warranty as to the results that may be obtained from use of the Services. Except as expressly set forth in this section, the Services are provided “as is” and AirGarage disclaims all warranties, express or implied, including, but not limited to, implied warranties of merchantability and fitness for a particular purpose and non-infringement.

## 7. Limitation of Liability

7.1. Notwithstanding anything to the contrary, AirGarage and its affiliates, representatives, contractors, and employees shall not be responsible or liable with respect to any subject matter of this Agreement or terms and conditions related thereto under any contract, negligence, strict liability or other theory for any amounts that, together with amounts associated with all other claims, exceed the Services Fees paid by Customer to AirGarage under this Agreement in the 12 months prior to the act that gave rise to the liability, in each case, whether or not AirGarage has been advised of the possibility of such damages.

7.2. Customer acknowledges that AirGarage is a service provider that connects users with Customer as a parking operator and that AirGarage assumes no responsibility for, nor liability for, any intentional or unintentional damage caused to Customer by users.

## 8. Miscellaneous

8.1. This Agreement does not, and shall not be construed to, create any partnership, joint venture, employer-employee, agency, or franchisor-franchisee relationship between Customer and AirGarage. Customer does not have authority of any kind to bind AirGarage in any respect whatsoever.

8.2. The Services are non-exclusive; AirGarage retains the right to enter agreements with other customers.

8.3. If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable.

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