Parker-Lister License Agreement

Introduction

1. Before listing a parking space, a registered parking space owner or operator (“Lister”) must agree to this “Parker-Lister License Agreement” with those who book their one or more parking spaces (“Parking Spaces” or “Parking Spots”), in addition to the General Terms and Conditions with the Lister Agreement.

2. Before reserving a parking space, the Parker (“Parker” or “Driver”), one who is booking a Parking Space through Pied Parker, Inc. (“Company” or “Pied Parker”), must agree to the terms of this Parker-Lister License Agreement in addition to the General Terms and Conditions with the Parker Agreement.

3. The Lister and Parker (collectively “Parties”), therefore, mutually agree to the terms of this Parker-Lister License Agreement.

General

1. These terms outline the obligations of Parkers and Listers, with respect to a reserved Parking Space, that the Parker selects through a native application, web application, and/or website of Pied Parker, Inc. (the “App”), or services, products, features, content, or applications provided in connection with the App (the “Service”) provided or arranged by Pied Parker, Inc. (the “Company,” “we,” “us,” or “Pied Parker”; possessively “our”).

2. Pied Parker is the Lister's agent for the purpose of this Agreement but is not the Owner, Licensee, Sublicensee, or other right holder of the Parking Space.

3. Pied Parker is an intended third party beneficiary of this Agreement but Pied Parker shall have no obligations to the Parker or the Lister under this Agreement.

4. The nature of this agreement is a LICENSE, NOT A TENANCY; the Parker is not given right to exclusive possession of a Parking Space.

5. The period for which the license persists is the “License Period.” This License Period extends from the time that the Parker agrees to book the Parking Space (“check-in” time) until a “check-out” time. A check-in time corresponds with a time in which a Parker confirms booking a Parking Space. A check-out time corresponds with a time in which a Parker selects “depart” on the App and presumably removes the Parker’s vehicle.

6. For On-demand parking, the check-out time must be at least within 24 hours of the check-in time. A Parker may select “depart” any time within 24 hours to check-out. However, a Lister may indicate that a Parking Space is available until a certain time, 2 in which case the Parker booking the Parking Space must select “depart” and remove Parker’s vehicle that is occupying the Parking Space before that certain time.

7. For Scheduled Reservations, a Parker books a reservation for a period of time, including at least one hour for a single day up to a full day, a week, or one or more months. For policies regarding cancellations please read the General Terms and Conditions as well as the “Cancellation Policy” below.

Lister Obligations

1. The Lister agrees to and hereby grants to the Parker a license to enter the premises to park a vehicle in the Parking Space, depart the vehicle and leave it parked in the Parking Space during the License Period as set out in the Confirmation Email, and return to retrieve the vehicle, for a temporary License Period. The Parker, however, is not a tenant of the Lister and has not been granted exclusive possession of the Parking Space.

2. The initial License Period shall persist from the time that the Parker agrees to book the Parking Space (“check-in” time) until the Parker selects “depart” on the app for the Parking Space (whether or not the Parker chose to actually depart the Parking Space), the time at which the Lister has indicated in the listing the Parking Space is no longer available, or if the Parking Space is booked On-demand, 24 hours from the check-in time, whichever time occurs first.

3. The initial License Period is the duration of the scheduled reservation if the Parker books the Parking Space through Scheduled Reservations. If the Parker did not depart the Parking Space before expiration of a scheduled reservation, the Parker is subject to a fee or towing specified in Overstaying and Towing. In both On-demand and Schedule Reservations, the initial License Period may be renewed if the Parking Space is still available or not booked by other Parker after the initial License Period has expired.

4. The Lister warrants and represents that the Parking Space is available for the full length of the License Period and will not obstruct the Parker in any manner or prevent the Parker from parking in the Parking Space. The Lister will only allow the Parker, Parker’s vehicle occupants, and and any vehicle specified in the Confirmation Email to occupy the Parking Space during the License Period.

5. The Lister REPRESENTS AND WARRANTS that Lister is duly authorized to license or arrange licensing of the Parking Space, that Lister satisfies all of the requirements for eligibility under the Lister Agreement, and Lister shall comply with all of the 3 requirements of the Lister Agreement, including, but not limited to, “Lister Responsibilities.”

6. The Lister is responsible for the accuracy of all information in the Lister’s listing(s) and any information provided to Pied Parker in relation to a booking, including, but not limited to, the location of the pin that identifies the location of the Parking Spot on the map included within the App. The Lister may be liable to the Parker pursuant this Parker-Lister License Agreement or Pied Parker if the information the Lister provides is inaccurate, incomplete, or misleading in any way. The Lister’s liability may include any reasonable losses incurred by a Parker as a result of such inaccurate, incomplete, or misleading information provided by the Lister and the Lister may be ordered to pay reasonable damages on the basis of misrepresentation, breach of contract, or the like.

7. The Lister may be required to describe in the “Notes” section the Lister’s Parking Spot and everything in the immediate vicinity carefully and accurately to avoid vehicle and property damage.

8. Parking Spaces must comply with the standards outlined in Pied Parker’s “Condition of Parking Spaces” included below. The Lister agrees to provide easy ingress into and egress out of the Parking Space at all times during the parking period and maintain all Parking Spaces in a reasonably clean state, free of debris, ice, snow, water, trash, or any other obstructing material.

9. The Lister accepts responsibility for any liability or cost associated with intentional or accidental publicizing of a Parking Space in which the Lister does not have legal rights to transact with a Parker. Similarly, the Lister warrants that any Parking Space listed does not violate any local, state, or federal law. The Lister agrees that if the Lister, or any of the Lister’s associates, promptly or knowingly allow the towing of a Parker at or before the agreed­ upon time to vacate a parking space, that the Lister will be responsible for damages caused to the Parker. For obligations regarding “Overstaying and Towing,” please see our policy below.

10. Pied Parker respects the privacy of our Parkers and their associates. Pied Parker does not provide any contact information of the Parkers and their associates to the Lister. The Lister agrees to refrain from attempting to contact Parker and associates unless there are exigent circumstances, such as a hazard or other condition of which a Parker should be aware. If the Lister believes that contacting the Parker regarding a hazard is necessary, and is unsure about Pied Parker’s policies, please contact us at hello@piedparker.com.

11. The Lister may not seek to adjust the terms after a transaction has been entered into.

12. The Lister, may not intentionally, recklessly, or negligently do anything that puts a Parker, any of Parker’s vehicle occupants, or a Parker’s vehicle, at risk of harm. More particularly, the Lister may not cause any damage to the Parker’s vehicle and the Lister agrees that the Lister is solely responsible for any damage caused by the Lister. Lister will indemnify and hold harmless the Parker against all loss, liability, damages, costs and expenses arising from the Lister’s malfeasance in connection with the Parking Space, except to the extent that such loss, liability, damages, costs or expenses are caused by the negligent acts or omissions of the Parker. This defense and indemnification obligation will survive this Agreement and the Lister’s use of the App and the Service.

Parker Obligations

1. Parkers must agree to act in accordance with the Terms and the Parker Agreement.

2. Pied Parker do not provide any contact information of the Listers and their associates to Parkers. Parkers agree to refrain from attempting to contact Listers or their associates unless there are exigent circumstances, such as a hazard, fire, or other condition of which a Lister or others should be aware. If Parkers believe it is necessary to contact the Lister regarding a hazard and wish to inquire about Pied Parker’s policies, please contact Pied Parker at hello@piedparker.com.

3. When parking in a Parking Space, the Parker shall:

a. park the vehicle in the Parking Space without obstructing any adjoining or nearby parking spaces or property;
b. if there are any defined lines for the Parking Space, park within the center of those lines
c. avoid causing a nuisance, annoyance, inconvenience, or disturbance to the Lister, other occupant of the property, or occupant of a neighboring property;
d. not conduct any illegal activity on or from the Parking Space; and
e. not use the Parking Space for any purpose other than for parking or activities incidental to parking or in contravention of any parking limitations.

4. Parkers agree to pay for the time starting with confirmation of a booking until the time when the Parker selects “depart” on the App, provided the Parker complies with the Terms and the Parker-Lister License Agreement. Once a Parker selects “depart,” the Parker has five minutes to secure belongings and passengers and promptly depart. Upon the expiration of the parking period, the Parker shall quietly and peaceably surrender the Parking Spaces and shall remove all other equipment and other things placed by the Parker on the Parking Spaces.

5. PARKERS AGREE NOT TO LOITER ON A LISTER’S PREMISES. Parkers agree, upon arriving at the Parking Space, to take the time needed to gather belongings and promptly depart. Loitering is a violation of the Terms.

6. Parkers agree not to attempt to solicit or perform services for or induce or attempt to induce, any customer, supplier, licensee or business relation of Pied Parker, any Parker or Lister of Pied Parker, through any communication including written and oral communication made by Parkers or a third party to transact outside of the App.

7. Parkers may not invite any other guests on a Lister’s premises other than those persons that are, or plan to be, occupants of the vehicle used to park in the Parking Space.

8. The Parker agrees to leave the Parking Space and surrounding property in the same or better condition than it was in when the Parker arrived. The Parker acknowledges and agrees that a Parker is responsible for his or her own acts and omissions and also is responsible for the acts and omissions of any individuals who he or she have transported in the vehicle or have allowed to park in the Parker’s reserved Parking Spaces. Parkers agree to pay the cost of replacing or repairing any damaged property and Parkers agree that either Lister or Pied Parker may make a claim under Parker’s homeowner’s, renter’s, automobile or other insurance policy for damage so caused. For further obligations regarding departure, review “Overstaying and Towing.”

9. Smoking is forbidden within both the Parking Space and the immediate vicinity thereof, and depending on the local health laws, may be illegal.

10. Broken-down vehicles. If a Parker’s vehicle breaks down and cannot be started in the Parking Space, it is the Parker’s responsibility to extend a reservation for the length of time that the vehicle continues to occupy the Parking Space and arrange for towing or removal off the premises. The Parker is not permitted to attempt to repair the vehicle in the Parking Space unless the vehicle requires only simple, expeditious professional roadside assistance. A Parker is not permitted to perform regularly scheduled maintenance within the Parking Space, including but not limited to, changing the oil of the vehicle and changing a tire without permission.

11. If maintenance is required that does not constitute expeditious professional roadside assistance, we ask that the Parker contact Pied Parker at hello@piedparker.com so that Pied Parker can request permission on the Parker’s behalf from the Lister. Depending on the roadside assistance required, the Lister may request an additional flat fee for permitting the roadside assistance to take place within the area surrounding the Parking Space, of which Pied Parker will be entitled to twenty-five percent (25%), or a lesser rate depending on any promotional offer.

Booking and Payment

1. The Parties mutually agree to make all bookings for the Parking Space through the native application, web application, and/or website of Pied Parker (the “App”) and acknowledge that Pied Parker may handle the booking and payment process on the Lister's behalf.

2. All bookings and payments will be made in accordance with the General Terms and Conditions.

3. The Parker acknowledges that all payments made to Pied Parker are received by Pied Parker as agent for the Lister.

Cancellation Policy

1. You agree to abide by the policies regarding cancellation included in this agreement and the General Terms and Conditions. If you are a Parker, you must additionally agree to the cancellation policies of the Parker Agreement. If you are a Lister, you must additionally agree to the cancellation policies of the Lister Agreement.

2. The Lister shall be obligated to pay a cancellation fee for parking on the Parking Space, if, (but not only if):

a. the Lister cancels a weekly or monthly Scheduled Reservation within 24 hours before the nearest scheduled check-in time;
b. the Lister cancels a current reservation (i.e., after check-in) before the check- out time in case of booking On-demand; or
c. Pied Parker confirms that the reserved Parking Space has become unavailable because it is of a condition such that it may render the Parking Space unsafe or impossible to enter, exit, or otherwise navigate.

3. During a daily Scheduled Reservation, a Parker may also be charged a cancellation fee and compensation fee to cancel a current reservation on the same day, at least in the amount of the cost of such reservation plus any applicable fees. In some cases, for a daily Scheduled Reservation, the Lister may not cancel the current reservation at all.

4. The Lister or Parker may be refunded amounts paid for reservations that are more than 24 hours from the time of cancellation, in the case of weekly parking.

5. In the case of a monthly Scheduled Reservation, the Lister or Parker may be refunded amounts paid for reservations that are greater than 7 days before the time of cancellation. It is free for a Lister or Parker to cancel a monthly Scheduled Reservation a month in advance.

6. If a Parker is unsatisfied with the condition of a Parking Space, the Parker may report the conditions of the Parking Space to hello@piedparker.com.

7. If a Parking Space is of a condition such that it may render the Parking Space unsafe or impossible to enter, exit, or otherwise navigate, a Parker may indicate that the Parking Space has become unavailable through the App. If a Parker indicates that the Parking Space has become unavailable, a Parker may be refunded any applicable fees.

8. If a Lister removes a Parking Space from the App while the Parking Space is occupied by a Parker during a current booking, the Parker may not extend the booking, and must depart the Parking Space by the end of the period of booking availability.

9. For On-demand bookings, the maximum period of booking availability may be 24 hours; the Parker can select “depart” and rebook the Parking Space before the end of a period of booking availability as long as the Parking Space is still listed as available by the Lister and is not booked by another Parker.

10. For Scheduled Reservations, the maximum period of availability may vary by day, week, and month. A Lister may, for example, list a Parking Space as being available for the month, but restrict which days and hours on those days the Parking Space is available each week. The Lister may, for instance, list the spot for monthly parking but only Tuesday through Friday, 9 A.M.-4 P.M. for each week.

Overstaying and Towing

1. If a Parker overstays an agreed-upon check-out time, or otherwise occupies an unavailable Parking Spot, the Parker may be subject to additional fees, higher rates, and/or towing. Pied Parker may, in its sole discretion, institute a fee of increased parking rate to charge the overstayed Parker.

2. A Lister may have a Parker’s vehicle towed if the vehicle has stayed at least one half hour beyond the Parking Spot availability and/or their reserved time. In such a case, the Lister needs to contact Pied Parker notify Pied Parker by sending an email to hello@PiedParker.com including the Lister’s name, address, phone number, details of the overstaying Parker, and any evidence the Lister may have, including, for instance, time-stamped photographs. Upon receiving the email, Pied Parker will utilize reasonable efforts to contact the overstayed Parker to move the vehicle and send back a notification confirmation to the Lister if the Parker fails to move the vehicle within a reasonable time. Messaging systems may also be made available so that you can contact the Parker directly.

3. Pied Parker is NOT RESPONSIBLE FOR TOWING PARKERS AND DOES NOT FACILITATE TOWING. Responsibility for towing lies solely with the Lister, the owner or operator of the Parking Space. It is the Lister’s responsibility to follow the laws of towing of the governing jurisdiction, including following federal, state, and local laws.

4. If the Parker shall fail to remove all other equipment and other things placed by the Parker on the Parking Spaces, the Lister shall have the right to make such removal at the Parker’s expense, and the Lister may dispose of said property in any manner and retain any and all proceeds arising out of such disposition.

5. If a Parker is improperly towed, the Lister, not Pied Parker, will be responsible for any legal violations or charges associated with an improper tow. Pied Parker does not arrange for towing services nor review any claims for towing, and thus is not responsible for verifying any details related to a towing claim.

6. If a Parker falsely claims to check-out of a parking space when the vehicle remains in occupation of a same Parking Space, then the Lister should send an email to hello@piedparker.com, including your name, address and phone number, details of the overstaying Parker, and any evidence the Lister may have, including, for instance, timestamped photographs. A Parker that falsely claims to check-out of a parking space may be subject to additional fees and towing.

7. If a Parker overstays an agreed-upon check-out time or is otherwise still occupying the Parking Spot, the Parker may be subject to additional fees, higher rates, and/or towing. Parkers agree that they may be charged an additional fee with an increased rate of up to three to eight times the agreed-upon rate for time overstayed, of which Pied Parker will be entitled to twenty-five percent (25%) share, or a lesser rate depending on any promotional offer. Fee caps may be placed on multiplied amounts in order to reduce fees.

8. If a first Parker overstays, the first Parker may be subject to a more severe monetary penalty, instituted by Pied Parker, in Pied Parker’s sole discretion, if the first Parker overstayed and the time slot after first Parker’s Scheduled Reservation is booked by a second Parker. The first Parker will get a separate notice 30 minutes ahead of the expiration of the first Parker’s scheduled reservation if the next time slot of the Parking Spot was booked out by a second Parker.

9. General Guidelines. NOTE: YOU ARE RESPONSIBLE FOR KNOWING THE LAWS APPLICABLE IN YOUR JURISDICTION. THESE GUIDELINES SHOULD NOT BE CONSTRUED AS OR BE A SUBSTITUTE FOR LEGAL ADVICE.

a. Written Authorization. In many jurisdictions, the Lister (or Lister’s agent) must provide written authorization before a towing company may remove or commence removal. Subject to numerous exceptions, the Lister must be present at the time of removal and verify the alleged violation.
b. You should also review the terms of any applicable lease agreement you have for the property including the Parking Space for any provisions regarding towing.
c. Signs. Signs of a certain size and accompanying written description may be required for Parking Spaces not within a lot or parcel of a single-family residential property. There may be some exceptions for vehicles that have occupied a Parking Space for a threshold period of time (e.g., 24 hours).
d. Notifying local law enforcement. The Lister may be required to notify local law enforcement of the tow within one hour usually by the most expeditious means available. In some cases, failing to notify law enforcement may even result in a criminal penalty.

Choice of Law and Venue

1. These Terms shall be construed in accordance and governed by the laws of the United States and the State of California, as well as any claim, cause of action or dispute that might arise between Lister and Parker (a “Claim”), without regard to conflict of law provisions.

2. FOR ANY CLAIM BROUGHT BY EITHER PARTY, PARTIES AGREE TO SUBMIT AND CONSENT TO THE PERSONAL AND EXCLUSIVE JURISDICTION IN, AND THE EXCLUSIVE VENUE OF, THE STATE AND FEDERAL COURTS LOCATED WITHIN SANTA CLARA COUNTY, CALIFORNIA.

Right to Intervene

1. The Parties agree to allow Pied Parker the right, but with no affirmative obligation, to act as an intermediary in the event of any dispute between the parties.

2. The Parties acknowledge and agree that we will incur no liability simply by virtue of acting as an intermediary.

Security

1. PHOTOGRAPH AND RECORDING. Pied Parker allows users and parking enforcement agents to take photos and record videos about situations at or near parking spaces. Users may report these photos and/or videos to Pied Parker. Initially, Pied Parker will use these reports to understand the extent of parking space conditions. These Photos and/or Videos are the sole responsibility of the Lister or Parker who originated such content. All content that users access created by other users do so at their own risk and will be solely responsible for any damage or loss to other users or any other party resulting therefrom.

2. Parkers hereby allow Listers to take photos of their vehicles at or near the parking spaces and Parkers consent to being recorded by any such security device placed by a Lister on the Lister’s property.

3. Listers may install CCTV cameras, webcams, or other security devices on their property to ensure the safety of a Parking Space and its surroundings.

Severability

1. If, for whatever reason, a court of competent jurisdiction finds any section of this agreement or subsection, term, or condition in these Terms to be unenforceable, all other conditions will remain unaffected and in full force and effect.

2. No waiver of any breach of any provision of these Terms shall constitute a waiver of any prior, concurrent, or subsequent breach of the same or any provisions thereof, and no waiver shall be effective unless made in writing and signed by an authorized representative of the waiving party.

Arbitration

1. The Parties agree that any dispute, claim, or controversy arising out of, relating to, or resulting from the Terms or Parker-Lister License Agreement or the existence, breach, termination, enforcement, interpretation, or validity thereof, whether before or after the date the Parties agreed to the Terms or Parker-Lister License Agreement, will be settled by binding arbitration between the Parties, and not in a court of law.

2. The Parties agree that the arbitrator will have the power to decide on any motions brought by any party to the arbitration, including discovery motions, motions for summary judgment and/or adjudication and motions to dismiss and demurrers, prior to any arbitration hearing. The Parties agree that the arbitrator will issue a written decision on the merits. EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT OR ANY OTHER TRANSACTION DOCUMENTS IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES AND, THEREFORE, EACH SUCH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT, ANY OTHER TRANSACTION DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. EACH PARTY TO THIS AGREEMENT CERTIFIES AND ACKNOWLEDGES THAT (A) NO REPRESENTATIVE OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT SEEK TO ENFORCE THE FOREGOING WAIVER IN THE EVENT OF A LEGAL ACTION, (B) SUCH PARTY HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (C) SUCH PARTY MAKES THIS WAIVER VOLUNTARILY.

3. All claims and disputes arising under or relating to the Terms or Parker-Lister License Agreement are to be settled by binding arbitration in the state of California or another location mutually agreeable to the Parties. EACH PARTY ACKNOWLEDGES, AGREES, AND HEREBY WAIVES THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION OR REPRESENTATIVE PROCEEDING.

4. No Class Actions or Representative Proceedings. YOU AND PIED PARKER ACKNOWLEDGE AND AGREE THAT ANY PARTY IS EACH WAIVING THE RIGHT TO PARTICIPATE AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION LAWSUIT, CLASS-WIDE ARBITRATION, PRIVATE ATTORNEY-GENERAL ACTION, OR ANY OTHER REPRESENTATIVE PROCEEDING AS TO ALL ARBITRABLE DISPUTES. FURTHER, UNLESS YOU AND PIED PARKER BOTH OTHERWISE AGREE IN WRITING, THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PARTY’S CLAIMS AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF ANY CLASS OR REPRESENTATIVE PROCEEDING.

5. Exceptions; actions not remediable by AAA: EXCEPT AS PROVIDED UNDER APPLICABLE LAW AND THIS SECTION, ARBITRATION WILL BE THE SOLE, EXCLUSIVE, AND FINAL REMEDY FOR ANY DISPUTE. Exceptions include: (i) any claim related to actual or threatened infringement, misappropriation or violation of a party’s copyrights, trademarks, trade secrets, patents, or other intellectual property rights; or (ii) any claim seeking emergency injunctive relief based on exigent circumstances (e.g., imminent danger or commission of a crime, hacking, cyber-attack).

6. The parties agree that irreparable damage would occur if any provision of this Agreement were not performed in accordance with the terms hereof and that the parties shall be entitled to specific performance of the terms hereof, in addition to any other remedy to which they are entitled at law or in equity.

7. The arbitration shall be conducted on a confidential basis pursuant to the Commercial Arbitration Rules of the American Arbitration Association.

8. Any decision or award as a result of any such arbitration proceeding shall be in writing and shall provide an explanation for all conclusions of law and fact and shall include the assessment of costs, expenses, and reasonable attorneys’ fees. Any such arbitration shall include a written record of the arbitration hearing. The parties reserve the right to object to any individual who shall be employed by or affiliated with a competing organization or entity. An award of arbitration may be confirmed in a court of competent jurisdiction.

Indemnification

1. Lister will indemnify and hold harmless any Parker against all loss, liability, damages, costs, and expenses arising from the Lister’s negligence in connection with the listing of a Parking Space. This indemnity provision shall not apply to liability arising out of Parker’s gross negligence or willful misconduct. This defense and indemnification obligation will survive the Parker-Lister License Agreement and Parties’ use of the App and the Service.

United States Use Only

1. The App and the Service are controlled and operated by Pied Parker from its offices in the State of California. Any of the materials or services that are made accessible are available or appropriate for use in other locations other than the domestic United States may not be supported. Your use of or access to the App should not be construed as purposeful availment of benefits or privileges associated with doing business in any state or jurisdiction other than in the domestic United States.

Relationship

1. No agency, partnership, joint venture, legal person, association, legal entities, or employment relationship is created as a result of these Terms. It is not the purpose or intention of this agreement to create any such relationship whereby any party shall be held liable for the commissions or omissions of any other party.

Entire Agreement; Modifications

1. The Parties agree that this Agreement is the ENTIRE AGREEMENT between the parties. This Agreement OVERRIDES AND REPLACES all prior negotiations and terms proposed or discussed, whether in writing or orally, about the subject matter of the Terms.

2. This agreement supersedes all prior agreements between the Parties with respect to the subject matter and constitutes a complete and exclusive statement of the terms of the agreement between the Parties with respect to its subject matter.

3. Company may, in its sole discretion and without prior notice, (a) revise this agreement; (b) modify the App and/or the Service; and (c) discontinue the App and/or the Service at any time. Company shall post any revision to this agreement to the App, and the revision shall be effective immediately on such posting.

4. Each of the Parties agree to review the Parker-Lister License Agreement and other online policies posted on the App, which will be updated periodically. Each of the Parties agree that, by continuing use or access of the App or the Service, following any notice of such revisions, the Parties shall abide by the updated Terms and Parker-Lister License Agreement. Changes are effective immediately, but do not apply retroactively.

The Terms are Not Legal Advice

1. Nothing in the Terms should be construed as tax advice or legal advice, and should not be taken as to apply to any individual case or situation.

2. The information contained in the Terms is not intended to create, and receipt or reading of these Terms does not constitute, an attorney-client relationship.

3. Each of the parties encouraged to contact an attorney for legal advice concerning any tax information, or any other legal matter arising from use of the App or the Service.