SpotScout Terms of Use

This is an agreement, effective today, between SpotScout, Inc. (the “Company”) and You (the “Tester” or “User”), in which Tester agrees to use our marketplace (the “Service”) in the conditions described below. 

By signing up and agreeing to be a Tester, you signify that you have read, understand, and agree to the following General terms of the testing period, as well as the complete Terms of Use below, which include, but are not limited to, the Terms & Conditions, and Privacy Policy.

If you cannot read or understand these terms, please contact us.

SpotScout Marketplace/Service

The service provided by SpotScout is strictly limited to:

Informing you, our user, of the location and apparent availability of parking; making arrangements on your behalf with the operator of the parking facility to hold a space for your timely arrival; and facilitating the payment of their parking/reservation charges via your PayPal account.

While we employ technology to monitor the availability of parking and aim to meet all customers' expectations, some aspects of the service are beyond our control. Despite the convenience of our reservation service, the decision to utilize a particular location remains your sole responsibility and you assume that risk independently from SpotScout, Inc, and without liability to SpotScout, Inc. Likewise the allocation of parking spaces within a lot is solely in the control of the lot attendant or uncontrolled if not attended. We therefore cannot be responsible for any consequences arising from the lack of suitable parking. In all cases the parking arrangement will be governed by the agreement with the operator of the parking facility as posted at their location or provided to you by them.

In particular we DO NOT:

SpotScout Alpha/Beta Test Terms & Conditions

In accepting this agreement, Tester agrees to test our marketplace (the “Service”) and keep the Company aware of the test results. 

1.     Tester agrees and understands this is not a Final release version of SpotScout Inc.’s software/services and that any product/service including the private test version of SpotScout’s marketplace are solely for the purpose of testing and possibly inherent with service/software/connectivity/etc. anomalies.

2.     Tester agrees that there is NO formal support for this product/service yet and none will be available until such a time as the product/service is officially released.  The only support available will be "as is" between users of the product/service from: 1) embedded feedback link:  2) email correspondence; 3) formal/informal focus groups; or, 4) other means unidentified at this time.

3.     There is no guarantee of a specific release date or time.

4.     Company’s Obligations: 

a)     Company shall provide Tester with the necessary Service and any necessary documentation. 

b)     Company shall respond to Testers questions and problems via electronic mail after reviewing comments/feedback submitted by the user, utilizing either the embedded feedback link or email. 

c)      Company maintains the rights to grant or dismiss access to the testing program at any time during the course of the program.

d)     Company is not held liable for behavior, or actions resulting from the exchange of information or private space between two parties.

e)      Company is not liable for any delays or interruptions you may occur in the act of finding, reserving, or being directed to a parking space.

f)      Company does not represent any individual who fraudulently broadcasts information or spaces themselves. Nor are we liable for their actions.

5.     Tester’s Obligations:

a)     Tester shall test the Service under normally expected operating conditions.

b)     Tester shall gather and report test data to the Company via continuous use of the embedded feedback link and email. 

c)      If requested by Company, Tester shall complete Tester Survey upon completion of the tester period.

d)     If requested by the Company, after conclusion of the testing program, the Tester agrees to produce a testimonial to the Company. 

§  The Company preserves the rights to publish this testimonial in any publication that it deems appropriate, without compensating Tester, and will execute reasonable judgment not to harm the reputation of the Tester.

e)      Destruction of Materials:  Upon the conclusion of the testing period or at the Company’s request, Tester shall promptly (within 10 days) return all related test materials, passwords, user ids and erase all portions of said testing software thereof from their computer’s or mobile device’s memory.

f)      Security Precautions:  Tester shall take reasonable security precautions to prevent the Service from being seen or used by unauthorized individuals. 

g)     Tester may not re-engineer code, deconstruct code, hack, or similarly explore with the purpose of copying said code, intellectual property, etc.

h)     Tester may not use SpotScout to spam, or otherwise harass others on or off the system and marketplace.

i)      Tester may not misrepresent him/herself or the properties in legal possession purposely to fraudulently gain financial benefit from others. Should Tester do so, Tester’s information may be given to authorities. Tester will also be blocked from using the marketplace in the future.

j)      Tester may not pretend to misrepresent him/herself as a SpotScout, Inc. employee, agent, or other representative for the benefit of fraudulently financial gain or other reasons.

k)     Tester may not use another individual’s or party’s personal information to open and maintain an account. Such actions are illegal, and again may result in Tester’s information being turned over to the appropriate authorities.

l)      As a SpotScout user, Tester and Tester alone, are responsible for verifying how Tester’s community views and or allows Tester to give Tester’s space to others.

§  Company is not liable should Tester ignore, or deny local, or state laws allowing Tester to give Tester’s private space to others.

m)    Tester may not in the ratings section or anywhere else in the SpotScout system display or maintain any content that is racial derogatory or offensive.

§  Parties doing this will be warned and then removed from future use of SpotScout’s system.

6.     Service is a Trade Secret:  Tester acknowledges that the Service is proprietary to, and a valuable trade secret of, the Company and is entrusted to Tester only for the purpose set forth in this Agreement.  Tester shall treat the Service and details surrounding the Service including anticipated release dates in the strictest confidence.  Tester agrees that it will not without the Company’s prior written consent:

a)     disclose any information about the Service, its design and performance specifications, its code, and the existence of the test and its results to anyone;

b)     copy any portion of the Service or documentation, except to the extent necessary to perform the testing; or

c)      reverse engineer, decompile or disassemble the Service of any portion of it.

7.     No Rights Granted:  Tester understands and acknowledges that the Service is provided for its own use for testing purposes only.  This Agreement does not constitute a grant or an intention or commitment to grant any right, title or interest in the software or the Company’s trade secrets to Tester.  Tester may not sell or transfer any portion of the Service or the Company’s trade secrets to Tester.  Tester may not sell or transfer any portion of the Service to any third party or use the Service in any manner to produce, market or support its own products.  Tester shall clearly identify the Service as the property of SpotScout, Inc..

8.     No Assignments:  This Agreement is personal to Tester.  Tester shall not assign or otherwise transfer any rights or obligations under this Agreement.

9.     Test Conditions:

a)     This is a closed test of SpotScout’s marketplace and is NOT open to the public. Use of SpotScout by those not registered and invited is prohibited without written approval by SpotScout, Inc.

b)     Any and all spaces leased to others using the SpotScout system and marketplace are in Tester’s legal possession, and Tester maintains written approval to do what Tester may with them. Tester may be asked to produce this authority should Tester’s space’s vacancy ever be challenged.

c)      Company makes NO guarantees and/or promises, that Tester’s listed space will be sold, rented, used or ultimately reserved by others using SpotScout’s online parking marketplace. Company will make all reasonable attempts and use good faith possible to assist Tester in finding an individual(s) to take, use, exchange, or reserve the Tester’s SpotCasted space.

d)     Company makes NO guarantees as to the precision or exactness of the prices users see on SpotScout’s marketplace. Company will however, make all reasonable possible attempts to calculate precisely and display any and all rates for parking spaces on SpotScout’s market. Should the price shown on SpotScout differ from the price one pays at the point of payment for a facility, SpotScout, Inc. is will not be held liable.

§  To prevent the situation from occurring in the future, we in turn, ask you to inform the garage to update their pricing information. You may also inform us at support@spotscout.com, and we will alert the facility as we are able that their online pricing must be brought up to date.

SPOTSCOUT Terms and Conditions

1.                                AGREEMENT.  These Terms and Conditions, the SpotScout User Privacy Notice posted on SpotScout’s website (www.SpotScout.com) or provided herewith (the “Privacy Notice”), and all other documents incorporated herein by reference (collectively referred to with these Terms and Conditions as the “Agreement”) set forth the agreement between SpotScout, Inc., a Delaware corporation (“SpotScout”), and the User named in the online sign up form (“Customer).    

2.                                SERVICES.  A description of the Service is set forth on SpotScout’s website.  Subject to the terms of this Agreement, SpotScout shall use reasonable efforts to provide the Service 7 days a week, 24 hours a day, subject to unavailability for maintenance, repairs, upgrades, events caused by Customer, and events beyond SpotScout’s control. 

3.                                SUPPORT AND MAINTENANCE.  SpotScout shall provide a telephone number or email address for ordinary inquiries and remote problem support for the Service.  In no event shall SpotScout be responsible for support, maintenance, repairs, or otherwise for any service provided by a third party, or for issues or problems beyond SpotScout’s direct control.  SpotScout may, at its option, charge Customer at SpotScout’s then-current rates for any support. 

4.                                CUSTOMER OBLIGATIONS. Customer agrees to use the Service (including content stored, viewed, accessed and transmitted using the Service) only in compliance with all applicable laws and regulations, the terms of this Agreement and any Terms of Use (which are incorporated herein by this reference).  “Terms of Use” means these Terms and Conditions, the Privacy Notice and other service policies established by SpotScout, Inc. and available on the SpotScout.com website as may be added to or modified from time to time by SpotScout, Inc.  As between the parties, Customer is solely responsible for (a) all use (whether or not authorized) of the Service; (b) all content that is stored, viewed, accessed or transmitted using the Service; and (c) all third party charges incurred for services accessed using the Service.  Customer shall not upload, post, transmit or otherwise make available on or through use of the Service any material that violates or infringes in any way upon the rights of others, that is unlawful, threatening, abusive, harassing, libelous, invasive of privacy or publicity rights, or obscene, that constitutes hate speech, that is otherwise offensive or objectionable, or that encourages conduct that would constitute a criminal offense, give rise to civil liability or otherwise violate any law or regulation.  SpotScout may remove, or demand the removal of, content that in its judgment violates these standards or may cause liability for SpotScout.  In addition, Customer is solely responsible for safeguarding any access codes or passwords associated with the Service and will immediately notify SpotScout, Inc. within 24 hours with written communications if any such access code or password is lost or stolen.    

5.                                TERM.  This Agreement shall commence upon sign up and agreement to these terms on the SpotScout website and shall remain in effect until terminated by either party in accordance with Section 10 (the “Term”).

6.                                PAYMENT.  At this time, there are NO fees to use SpotScout.  SpotScout shall have the right to implement Service Charges and will provide Customer with at least thirty (30) days notice of any such fees.

7.                                PROPRIETARY RIGHTS AND CONFIDENTIALITY. (a) SpotScout’s Proprietary Rights.  All materials, including but not limited to any software, data or information developed or provided by SpotScout, any access codes or passwords used to access the Service or otherwise provided by SpotScout, and any know-how, methodologies or processes, including but not limited to all copyrights, trademarks, patents, trade secrets, any other proprietary rights inherent therein or related thereto, used by SpotScout to provide or otherwise relating to the Service (collectively “SpotScout Materials”) shall remain the sole and exclusive property of SpotScout or its suppliers.  All rights in the SpotScout Materials not expressly granted to Customer are reserved by SpotScout.  Customer may use the SpotScout Materials solely for Customer’s personal use of the Service in accordance with this Agreement.  Customer may not disassemble, decompile, reverse engineer, tamper with, remove any markings or labels on, reproduce, modify or distribute, sell, lease or license, the SpotScout Materials, in whole or in part, or use them for the benefit of any third party, or permit any third party to do the same.  (b) Confidentiality. Customer agrees to maintain in confidence, and not to disclose to third parties or use, except for such use as is expressly permitted herein, the SpotScout Materials and any other information and materials provided by SpotScout in connection with this Agreement that are identified or marked as confidential or are otherwise reasonably understood to be confidential. (c) Software.  SpotScout grants to Customer a limited, non-exclusive and non-transferable license to use the software provided as a component of the Service, in object code form only, solely for Customer’s personal use of the Service during the Term in accordance with this Agreement.

8.                                MONITORING; MODIFICATIONS. SpotScout shall have the right, but not the obligation: (a) to audit Customer's use of the Service to ensure Customer's compliance with this Agreement; (b) to monitor traffic and content of Customer in connection with the Service through the use of automatic content filters (including without limitation spam and virus filters); (c) to monitor Customer’s Service utilization and to limit excessive use of bandwidth, memory or other functions as SpotScout deems appropriate to efficiently manage its service offerings; (d) to upgrade, modify, replace and enhance the Equipment and the Service and take any action that SpotScout deems appropriate to protect SpotScout, Inc., the Service and SpotScout’s other subscribers; and (e) to discontinue any aspect of the Service.  SpotScout shall also have the right to add to, or modify or delete, any provisions of the Terms of Use at any time.   SpotScout will notify Customer of any change in the Terms of Use by posting notice of such change on the SpotScout website or by email or other correspondence.  Customer’s continued use of the Service after such notice shall constitute Customer’s acceptance of such change.  

9.                                TERMINATION. Customer may terminate this Agreement at any time upon thirty (30) days written notice to SpotScout.  Customer may terminate this Agreement upon fifteen (15) days written notice to SpotScout in the event of SpotScout’s material breach, provided that such material breach is not cured within such fifteen (15) day period.  SpotScout may terminate this Agreement and the Service at any time upon written notice to Customer.  In the event that Customer fails to comply with applicable laws or regulations or this Agreement, SpotScout may suspend or discontinue the Service in whole or in part without advance notice to Customer.  Upon the termination or expiration of this Agreement, SpotScout’s obligations hereunder shall cease.

10.                             INDEMNIFICATION.  Customer agrees to defend, indemnify and hold harmless SpotScout, Inc. and its affiliates, service providers, vendors and suppliers, and their respective officers, directors, employees and agents, from and against all claims, liabilities, damages and expenses, including attorneys’ and other professionals’ fees, arising out of or relating to: (a) the use of the Service by Customer; (b) any breach by Customer of this Agreement; or (c) injury or damage caused by Customer or its agents or representatives.  

11.                             DISCLAIMER OF WARRANTY. CUSTOMER ASSUMES TOTAL RESPONSIBILITY FOR USE OF THE SERVICE AND THE INTERNET, AND ACCESSES AND USES THE SAME AT ITS OWN RISK.  SPOTSCOUT EXERCISES NO CONTROL OVER AND HAS NO RESPONSIBILITY WHATSOEVER FOR THE CONTENT VIEWED, ACCESSED, TRANSMITTED OR STORED THROUGH THE SERVICE OR THE INTERNET, FOR ACTIONS TAKEN ON THE INTERNET, OR FOR THIRD-PARTY SERVICES, AND SPOTSCOUT EXPRESSLY DISCLAIMS ANY RESPONSIBILITY THEREFOR.  EXCEPT AS SPECIFICALLY SET FORTH HEREIN, THE SERVICE AND ANY OTHER MATERIALS USED IN CONNECTION WITH THE SERVICE ARE PROVIDED “AS IS,” WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF TITLE, NONINFRINGEMENT, SYSTEM INTEGRATION, DATA ACCURACY, QUIET ENJOYMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. NO ADVICE OR INFORMATION GIVEN BY SPOTSCOUT, ITS AFFILIATES OR ITS CONTRACTORS OR THEIR RESPECTIVE EMPLOYEES SHALL CREATE ANY WARRANTY.  SPOTSCOUT DOES NOT REPRESENT OR WARRANT THAT THE SERVICE WILL MEET CUSTOMER’S REQUIREMENTS, WILL PREVENT UNAUTHORIZED ACCESS BY THIRD PARTIES, OR WILL BE UNINTERRUPTED, SECURE OR ERROR FREE OR THAT ANY MINIMUM TRANSMISSION SPEED IS GUARANTEED AT ANY TIME.  CUSTOMER ACKNOWLEDGES AND AGREES THAT TRANSMISSIONS OVER, AND DATA AND CONTENT STORED THROUGH USE OF, THE SERVICE MAY NOT BE SECURE.  CUSTOMER FURTHER ACKNOWLEDGES AND AGREES THAT ANY MATERIAL OR DATA UPLOADED, DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE IS DONE AT CUSTOMER’S OWN DISCRETION AND RISK.  CUSTOMER WILL BE SOLELY RESPONSIBLE FOR LOSS OF DATA OR ANY DAMAGE TO SPOTSCOUT’S COMPUTER SYSTEM OR THAT RESULTS FROM THE UPLOADING, DOWNLOADING OR OTHER TRANSMISSION OF SUCH MATERIALS OR DATA. IN ADDITION, CUSTOMER ACKNOWLEDGES AND AGREES THAT SPOTSCOUT’S THIRD PARTY SERVICE PROVIDERS DO NOT MAKE ANY WARRANTIES TO CUSTOMER UNDER THIS AGREEMENT, AND SPOTSCOUT DOES NOT MAKE ANY WARRANTIES ON BEHALF OF SUCH SERVICE PROVIDERS UNDER THIS AGREEMENT, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, SYSTEM INTEGRATION, DATA ACCURACY OR QUIET ENJOYMENT.  SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, SO SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.

12.                             LIMITATION OF LIABILITY. IN NO EVENT SHALL SPOTSCOUT BE LIABLE TO CUSTOMER OR TO ANY THIRD PARTY FOR ANY INCIDENTAL, INDIRECT, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT, REGARDLESS OF WHETHER SPOTSCOUT HAD BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.  THE AGGREGATE LIABILITY OF SPOTSCOUT AND ALL SPOTSCOUT AFFILIATES TO CUSTOMER FOR ANY REASON AND ALL CAUSES OF ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT (INCLUDING, BUT NOT LIMITED TO, CONTRACT, TORT (INCLUDING NEGLIGENCE) AND STRICT PRODUCT LIABILITY) SHALL BE LIMITED TO THE FEES PAID BY CUSTOMER UNDER THIS AGREEMENT IN THE SIX (6) MONTHS PROCEDING THE DATE THE CLAIM ARISES.  IN NO EVENT SHALL SPOTSCOUT’S AFFILIATES, THIRD PARTY SERVICE PROVIDERS OR SUPPLIERS HAVE ANY LIABILITY TO CUSTOMER HEREUNDER.  SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR CERTAIN TYPES OF DAMAGES, SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

13.                             PRIVACY NOTIFICATIONS.   Personally identifiable information of Customer may be collected, used or disclosed in accordance with applicable laws, as described in the Privacy Notice, which is incorporated herein by reference.  Customer hereby consents to all actions, use and disclosure permitted under the Privacy Notice.

14.                             FORCE MAJEURE. SpotScout shall have no liability to Customer or customer’s vehicles or possessions hereunder due to circumstances beyond its control, including, but not limited to, acts of God, terrorism, flood, fiber cuts, acts or omissions of ISPs, suppliers or vendors, natural disaster, regulation or governmental acts, fire, civil disturbance, strike, weather, any unauthorized access to or destruction or modification of the Service, in whole or in part, any failure of heat, air conditioning, or power supply, or act or failure to act of Customer.

15.                             REGULATORY AND LEGAL CHANGES.  In the event of any change in applicable law, regulation, decision, rule or order that increases the cost of the Service or otherwise affects the provision of the Service,  Customer acknowledges and agrees that SpotScout may, without advance notice, pass through to Customer any such increased costs or modify or discontinue the Service. 

16.                             ENTIRE AGREEMENT.  This Agreement, including without limitation all documents attached hereto or otherwise incorporated herein by reference, sets forth the entire agreement between the parties with respect to the subject matter hereof and supersedes all previous written or oral agreements or representations between the parties with respect hereto.

17.                             MISCELLANEOUS. This Agreement shall be governed and construed in accordance with the internal laws of the Commonwealth of Delaware excluding its conflicts of law principles.  SpotScout and Customer both submit to personal jurisdiction in Massachusetts and agree that any claim or dispute relating to this Agreement, the Service shall be brought only in a court of SpotScout Inc.’s choosing. All claims under this Agreement must be initiated not later than six months after the claim arose.  In the event that any portion of this Agreement is held to be invalid or unenforceable, the invalid or unenforceable portion shall be construed in accordance with applicable law as nearly as possible to reflect the original intentions of the parties set forth herein, and the remainder of this Agreement shall remain in full force and effect.  No waiver of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default.  Customer may not assign this Agreement without the prior written consent of SpotScout, and any assignment in violation of this Section shall be null and void.  SpotScout may assign its rights and obligations under this Agreement without the prior written approval of or notice to Customer.  The parties to this Agreement are independent contractors agreeing not to be compensated for their testing services.  Customer shall make no press release, public announcement or other public statements regarding this Agreement without SpotScout's prior written consent.  There are no third party beneficiaries to this Agreement.  Any notice under this Agreement shall be given in writing.  Except as otherwise permitted herein, notices shall be delivered to Customer and SpotScout at the respective addresses set forth on the Order Form or to such other address as is provided by one party to the other in writing, provided that notices to Customer may be sent by email to the email address of Customer set forth on the Order Form or to such other email address as is provided by Customer to SpotScout in writing.  The provisions of Sections 7, 8, 10, 11, 12, 13, 14, 17 and 18 shall survive the termination or expiration of this Agreement.  Except as otherwise set forth in this Agreement, no modification of any provision of this Agreement shall be valid unless set forth in a written instrument signed by both parties.