By enrolling in the TSPS / RigRest.com Reservations platform, the Licensee agrees to the following terms which come into effect after the licensee enrollment has been approved.
I. RECITALS
1. TSPS has developed a proprietary Reservation Management Website & App and related service which allows a Licensee to post and sell truck parking reservations at a parking facility.
2. The reservations system includes a Web-based service that manages all aspects of the truck parking reservation process. Licensees to log onto the website to set up the business, manage reservations, products, pricing, and availability, and review results.
3. Licensee owns and/or operates the truck parking facility located at the municipal address (the “Licensee Lot”) and desires to install and license the Reservation Website & App for the management of the Licensee Lot. TSPS grants said license to Licensee on the terms and conditions herein stated.
II. TERM AND RENEWAL
1. Term. This agreement shall be effective on the date the Agreement remain in effect for one year from the start of the subscription date.
2. Termination. This agreement will automatically renew upon completion of the Initial Term on the existing terms and conditions unless written notice is given by either party to the other not less than sixty (60) days prior to the end of the term.
3. Force Majeure. If the performance of any part of this agreement is prevented, hindered, delayed or otherwise made impracticable by reason of any flood, riot, fire, judicial or governmental action, labor disputes, act of God or any other causes beyond the reasonable control of TSPS, TSPS shall be excused from performance to the extent that it is prevented, hindered or delayed by such causes.
III. TERMS
1. License for Website / App Reservations. TSPS hereby grants to Licensee a non-exclusive limited license (the “License”) to use the Reservation Website & App for operation of the Licensee facility for the one year term outlined in Section II.1. Licensee shall not permit any party other than Licensee’s authorized employees or other agents (the “Authorized Users”) to have access to or to use the Reservation Website & App. Licensee will ensure that neither Licensee nor any of Licensee’s Authorized Users will use, or attempt to use, the Reservation Website & App for any purpose other than the operation of the Licensee Truck Parking Facility. Neither Licensee nor its Authorized Users shall disclose to any party any of the Intellectual Property (as defined in Section III.7.) that is part of the Reservation Website & App.
2. Implementation and Operational Support. TSPS, as part of the license fee, will give Licensee assess to a product specific Help Center and FAQs to guide the Licensee through initial and ongoing use of the website. Licensee can get additional support by calling Customer Service at 844 973 6846 on the website for importing client information during installation planning and preparation.
3. Fees. For the grant of the License and the services of TSPS in maintaining the Reservation Website & App, Licensee agrees to pay to TSPS:
– Subscription Fee – an annual subscription fee as outlined in attachment A.
– License Fee – Licensee will pay a monthly Licensing Fee as outlined in Attachment A.
– If fees are not paid within ten (10) days after its due date, interest will accrue on the unpaid amount from the due date to the date of receipt of payment at the rate of one percent (1%) per month until paid in full. If installation fee isn’t paid on a timely basis, TSPS reserves the right to deduct this fee from “Licensee Revenue”.
4. Warranty of Title. TSPS represents and warrants to Licensee that TSPS is the owner of the Reservation Website & App and all Intellectual Property (as defined in Section 7) that is part of the Reservation Website & App or otherwise has the right to grant to Licensee the rights set forth in this Agreement.
5. Intellectual Property Ownership. For purposes of this Agreement, the intellectual property (the “Intellectual Property”) includes, without limitation, the display screens, structure, organization and code of the Reservation Website & App, all inventorship and authorship rights, patents, patent applications and know-how, copyrights, trademarks and service mark rights inherent in such structure, organization and code and all related data and databases. The Intellectual Property of the Reservation Website & App constitutes the valuable trade secrets and confidential information of TSPS. That Intellectual Property is or may be protected by law, including but not limited to, the copyright laws of the United States. Except as expressly granted herein, this Agreement does not grant to Licensee any Intellectual Property rights in the Reservation Website & App and all rights not expressly granted are reserved by and to TSPS.
6. Restrictions. Licensee agrees that it may not and will not modify, adapt or translate the Reservation Website & App. Licensee agrees that it will not reverse engineer, decompile, disassemble or otherwise attempt to discover the source code of the Reservation Website & App. Licensee will not unbundle, or attempt to unbundle, the component parts of the Reservation Website & App for distribution, transfer, resale or otherwise. Licensee will hold in strict confidence and will not disclose, and will cause its Authorized Users not to disclose, the code or other component parts of the Reservation Website & App to any party other than other Authorized Users of Licensee. Licensee will not rent, lease, sell, sublicense, assign or transfer Licensee’s rights in the Reservation Website & App, or authorize any portion of the Reservation Website & App to be accessed except by parties and for purposes expressed herein.
7. Limited Warranty. For the Term of this Agreement (the “Warranty Period”), TSPS warrants that the Reservation Website & App, and all upgrades to the Reservation Website & App that TSPS may make from time to time during that Term, will perform in all material respects according to TSPS’ specifications concerning the Reservation Website & App, when used and maintained as designed. TSPS does not, however, warrant that the Reservation Website & App will function error free. In the event of any breach or alleged breach of this warranty, Licensee shall promptly notify TSPS. Licensee’s sole remedy will be that TSPS will correct the Reservation Website & App so that it operates according to the warranty. This warranty shall not apply to the Reservation Website & App if it is modified by anyone, not maintained as instructed, or if it used improperly or in an operating environment not approved by TSPS. The Limited warranty set forth in this section gives licensee specific legal rights. Licensee may have additional rights which vary from jurisdiction to jurisdiction. Licensee, to the extent permitted under applicable law, waives any such additional rights.
8. Disclaimer. The foregoing Limited Warranty is the only warranty made by TSPS related to the Reservation Website & App and states the sole and exclusive remedies for TSPS’ breach of warranty. Without limiting the foregoing, TSPS expressly disclaims any and all other warranties, express or implied, whether by statute, common law, custom, usage or otherwise, including, but not limited to, the implied warranties of merchantability, fitness for a particular purpose and sample.
9. Limitation of Liability. Except for the exclusive remedy set forth above, in no event will TSPS be liable for any loss, damages, claims or costs, whatsoever, including any consequential, indirect or incidental damages, any lost profits or lost savings, any damages resulting from business interruption, personal injury or failure to meet any duty of care, or claims by a third party, even if a TSPS representative has been advised of the possibility of such loss, damages, claims or costs. TSPS’ aggregate liability under or in connection with this agreement will be limited to the amount Licensee has paid for the System through the date of reported breach. This limitation will apply even in the event of a fundamental or a material breach of this agreement or a breach of the fundamental or material terms hereof.
10. Enhancements. Licensee acknowledges that TSPS may offer enhancements to the Reservation Website & App throughout the duration of this agreement. Licensee will receive all enhanced versions and may not avoid these upgrades.
11. Export Rules. Licensee acknowledges and agrees that the Reservation Website & App will not be transferred into any country or used in any manner prohibited by the United States Export Administration Act or any other export laws, restrictions or regulations (“Export Laws”). Further, Licensee represents and warrants that Licensee is not a citizen of, or located within, an embargoed or otherwise restricted nation (under the Export Laws) and that Licensee is not otherwise prohibited under the Export Laws from receiving the Reservation Website & App.
12. Governing Law. This Agreement will be governed by and construed in accordance with the laws of the State of Michigan. Any disputes arising hereunder will be adjudicated solely in a state or federal court of competent jurisdiction in the State of Michigan, and Licensee expressly consents to personal jurisdiction in the State of Michigan and waives any defenses based on lack of personal jurisdiction or inconvenient forum. In addition, to the extent allowed by law, Licensee agrees to waive any right to a trial by jury in any matter arising out of or relating to this agreement, and agrees to have any such dispute adjudicated solely by a judge, sitting without a jury.
13. Miscellaneous. If any part of this Agreement is found to be void or unenforceable, it will not affect the validity of the remaining portions of this Agreement, which will continue valid and enforceable according to their terms. This Agreement may be modified only by a written document validly signed by authorized officers of TSPS and Licensee. This is the entire agreement between Licensee and TSPS relating to the Reservation Website & App and it supersedes any prior representations, discussions, undertakings, communications and/or advertising relating to the Reservation Website & App.
ATTACHMENT A – Provided after inquiry & review.