This Agreement (the “Agreement”), effective the date accepted by You, is made and entered into by and between you (“You”) and Val-A Technologies, LLC (“Val-A”). By entering into this Agreement, You also acknowledge that You have read, understood, and voluntarily agreed to the Val-A Terms of Service and Privacy Policy, both of which are expressly incorporated herein by reference. Additionally, and for clarity, You and Val-A may each be referenced in this Agreement as a “Party” and together as the “Parties."
IMPORTANT: PLEASE REVIEW THIS AGREEMENT CAREFULLY, SPECIFICALLY THE MUTUAL ARBITRATION PROVISION IN SECTION 10. UNLESS YOU OPT OUT OF ARBITRATION AS PROVIDED BELOW, THIS AGREEMENT REQUIRES THE PARTIES TO RESOLVE DISPUTES THROUGH FINAL AND BINDING ARBITRATION ON AN INDIVIDUAL BASIS TO THE FULLEST EXTENT PERMITTED BY LAW. BY ACCEPTING THIS AGREEMENT, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND VOLUNTARILY AGREED TO ALL OF THE TERMS OF THIS AGREEMENT, INCLUDING THE MUTUAL ARBITRATION PROVISION, AND THAT YOU HAVE TAKEN TIME AND SOUGHT ANY ASSISTANCE NEEDED TO COMPREHEND AND CONSIDER THE CONSEQUENCES OF THIS IMPORTANT BUSINESS DECISION.
Val-A provides and maintains an online marketplace and mobile platform on which individual users (collectively “Customers”); connect to facilitate the purchase of public and private parking spot reservations and the fulfillment of the parking spot exchanges or parking spot reservations. You are an independent provider of these services, authorized and able to satisfy any and all legal requirements necessary to perform the services contemplated by this Agreement in the geographic location(s) in which You operate. You understand and agree that You may enter into this Agreement either as an individual or a business entity, and You desire to enter into this Agreement for the right to access Val-A in order to buy and sell Parking Spot Reservations (as defined in section 3A below). In consideration of these recitals and the mutual promises below, and for other good and valuable consideration, You and Val-A agree as follows:
1A. This Agreement governs the entire relationship between the Parties, and establishes the Parties’ respective rights and obligations arising out of this relationship. The Parties acknowledge and agree that this Agreement is between independent businesses that are separately owned and operated. The Parties intend this Agreement to create the relationship of principal and independent contractor and not that of employer and employee. Neither Party shall have the right to bind the other by contract (or otherwise) except as specifically provided in this Agreement.
1B. Nothing in this Agreement shall guarantee You any particular volume or frequency of parking spot reservation sales or guarantees of a reservation at any particular time.
1C. Val-A Technologies, LLC reserves the right, at any time, to modify external documents referenced and incorporated into this Agreement and/or any information referenced via hyperlink. Such modifications shall become effective upon posting. Your continued use of Val-A after any such changes shall constitute Your consent to such changes.
1D. You acknowledge and agree that if Val-A modifies any provision of this Agreement (including any information referenced via hyperlink) you will not have a renewed opportunity to opt out of arbitration. You further acknowledge and agree that Your acceptance of this Agreement does not create a renewed opportunity to opt out of arbitration (if applicable).
2A. You understand and agree that in providing any services under this Agreement, You are not an employee of Val-A.
2B. You understand that: (i) You are free to select the times You wish to use Val-A; (ii) You are free to bid on and sell any Parking Spot Reservation opportunity made available to You through Val-A; and (iii) You have the sole right to control the manner and means by which You perform Parking Spot Reservations through Val-A.
2C. You represent that, as applicable, You possess all equipment, including mobile telephone, modes of transportation, etc. (collectively “Equipment”) and personnel necessary to lawfully provide the services contemplated by this Agreement. Moreover, You agree that You are solely responsible for ensuring that such Equipment conforms to applicable laws, including those pertaining to health, safety, inspection, and operational capability, and that You are responsible for all costs and expenses You may incur under this Agreement, including, but not limited to, traffic tickets, tolls, parking fees, inspections, insurance, and any other costs related to Equipment. Except as otherwise required by law, You assume all risk of damage or loss to Your Equipment.
2D. Nothing in this Agreement prohibits You, to the extent permitted by law and subject to the terms of this Agreement, from hiring, subcontracting, or otherwise engaging any other person (a “Subcontractor”) to assist You with the performance of a Delivery, provided that any such Subcontractor accepts the terms of this Agreement and separately completes the process to receive bidding and selling opportunities from Val-A. You agree to bear sole responsibility for the direction and control over any Subcontractor. Specifically, to the extent You engage a Subcontractor, unless otherwise mandated by law, You assume full and sole responsibility for the payment of all amounts due or required to be withheld from Subcontractor(s) for work performed under this Agreement, including but not limited to any wages, benefits and expenses, state and federal income tax withholdings, unemployment insurance contributions, and/or social security taxes. Val-A shall have no responsibility for money or obligations You may owe Subcontractor(s), and neither You nor any Subcontractor(s) shall participate in or receive any wages or other benefits available to Val-A’s employees. The Parties acknowledge and agree that any provisions of this Agreement reserving ultimate authority in Val-A have been inserted solely to achieve compliance with federal, state, or local laws, regulations, and interpretations thereof, and/or to ensure the safety of Val-A for all users.
2E. Nothing in this Agreement shall prevent the Parties from at any time engaging in similar arrangements or business with others, including the Parties’ direct competitors, and You agree to immediately notify Val-A in writing if You believe You have been restricted in any way by Val-A from engaging with or providing your services to any other entity(s).
2F. You understand and agree that You are not required at any time to wear or use any clothing or equipment provided by or bearing Val-A’s name or logo; or to purchase, lease, or rent any products, equipment, or services from Val-A.
2G. You agree that before you receive access to Val-A, Val-A may require You to submit to and pass additional background check(s) conducted with Your consent.
2H. SMS and push communications from Val-A, its affiliates or its representatives and/or Merchants or Customers, may include but are not limited to: (1) operational communications concerning your user account, sign up progress to become a Contractor, use of the Platform, or features available on the Platform, (2) communications relating to Parking Spot Reservations, (3) news concerning Val-A and industry developments that affect your relationship with us, and (4) account verification communications. With your consent, Val-A may also send you marketing SMS regarding promotions from us or our third-party partners. Message and data rates may apply.
2J. You also agree and consent to SMS and push communications from Val-A, its partners, affiliates, or representatives, and/or Merchants or Customers, that may include but are not limited to: (1) operational communications concerning Your user account, sign up progress to use Val-A, use of Val-A, or features available from Val-A; (2) communications relating toParking Spot Reservations, including any money paid to You fees for services provided; (3) news concerning Val-A and industry developments that affect Your relationship with Val-A; and (4) account verification communications. Message and data rates may apply. YOU CAN UNSUBSCRIBE FROM VAL-A’S MARKETING EMAIL LIST BY FOLLOWING THE UNSUBSCRIBE OPTIONS IN THE MARKETING EMAIL ITSELF. PLEASE BE ADVISED THAT IF YOU OPT OUT OF MARKETING EMAILS, VAL-A MAY STILL SEND YOU EMAILS ABOUT YOUR ACCOUNT OR ANY TRANSACTIONS BETWEEN THE PARTIES. IF YOU WISH TO OPT OUT OF MARKETING TEXT OR SMS MESSAGES, IN RESPONSE TO SUCH A MESSAGE YOU MAY REPLY “STOP” FROM THE MOBILE DEVICE RECEIVING THE MESSAGE. YOU ACKNOWLEDGE THAT YOU ARE NOT REQUIRED TO CONSENT TO RECEIVE MARKETING TEXTS OR CALLS AS A CONDITION OF PERFORMING SERVICES USING VAL-A.
3A.Val-A provides a platform for users to communicate the information of their parking locations and its current and future availability through the Parking Spot Auctioning feature. Users place auctions by filling out the “Create An Auction” form. By submitting this form to place an auction, You agree for Val-A to gain access to Your location to ensure the fulfillment of the transaction. If You place a bid on a Parking Spot Reservation up for sale you agree for Val-A to process payments with the debit, credit card or bank account on file. If You decide to cancel a Parking Spot Reservation, fees may apply. Val-A also offers Pay For Park. Users will have to abide by the same terms and conditions as the Parking Spot Auctioning feature.
3B. Val-A in no way claims any rights or ownership to any physical parking space that is transacted through this platform unless a partnership is formed through with the parking lot operators.
3C. You agree that if you fail to complete any Parking Spot Reservation (a “Service Failure”), Val-A reserves the right to recover any costs incurred by Val-A related to your action(s) or omission(s). You further agree that if You incur any damages to your equipment or or incur any financial damages, such as a traffic violation, parking ticket, towing, etc., while utilizing our platform or as a result of utilizing Val-A.
4A. Unless otherwise notified in writing by Val-A or as otherwise provided herein, You will receive payment per completed transaction in 75% of the amount listed in the payment schedule for the relevant type of transaction associated. Val-A reserves the right, at its sole discretion, to change the payment, rate or payment schedules at any time for any reason, and Your continued use of the Val-A Platform shall constitute Your consent to any change. Nothing in this Agreement prevents the Parties from negotiating a different rate of pay, and You are free to accept, reject, or ignore any Parking Spot Reservations as a means to earn different rates of pay.
4B. Val-A agrees to transmit payment(s) for all completed leg(s) of Parking Spot Reservations to You via direct deposit payment no later than seven (7) days after You complete the related Delivery, unless otherwise agreed to by the Parties. You are responsible for any applicable processing fees associated with such remittance, and You agree to accept transfer and/or transaction fees, as applicable, for such payments. Val-A retains 25% of the revenue generated pre-tax per transaction being completed on the platform.
5A. In the event of a Service Failure, You agree that You may forfeit all or a portion of the payment as described in Section 4 above (depending on the extent to which the Service Failure results from Your action or omission). Any reduction of payment shall be based upon proof provided by the Customer, Merchant, You, and/or any other party with information relevant to the dispute. Val-A shall make the initial determination as to what percentage of fault You bear, and You shall have the right to challenge Val-A determination as described in the provisions set forth in Sections 10 and 11, below.
5B. In the event Val-A fails to remit payment in a timely or accurate manner, You shall have the right to seek proper payment by any legal means contemplated by this Agreement, provided, however, You first inform Val-A in writing of the failure and provide Val-A a reasonable opportunity to cure.
6A. If You earn the minimum income established by the Internal Revenue Service, Val-A shall report all payments made to You on a calendar year basis by issuing an IRS Form 1099.
6B. You agree that Val-A may fulfill any tax-related obligations, including but not limited to providing 1099 Forms, through any means, including by electronic transmission to the email address associated with Your Val-A account as provided by You. Further, You agree to report all such payments to the appropriate federal, state, and local taxing authorities.
7A. At Your own expense, You shall, during the Term of this Agreement, maintain up-to-date insurance of the types and in amounts equal to or greater than the minimum requirements as required by law in the jurisdiction in which You provide services as contemplated by this Agreement. This includes, but is not limited to, vehicle insurance that is equal to or greater than the minimum vehicle insurance coverage amounts and types required by state or local law, workers’ compensation insurance, and/or occupational accident insurance.
7B. Val-A may offer You the opportunity to participate in certain group insurance plans made available by third-party providers to You
7C. You agree to park using Val-A, upon request, up-to-date certificates of insurance as proof of coverage. You agree to make available updated certificates each time You purchase, renew, or alter Your insurance coverage. You also agree to give Val-A at least thirty (30) days’ prior written notice before cancellation of any insurance policy required by this Agreement.
8A. You acknowledge and agree that in the performance of this Agreement You may have direct or indirect access or exposure to Val-A’s confidential information (“Confidential Information”). Confidential Information includes Val-A’s data, provider IDs, user information, Customer information, package information, and the transaction volume, marketing and business plans, business, financial, technical, operational and such other nonpublic information (whether disclosed in writing or verbally) that Val-A designates as being proprietary or confidential or that You should reasonably know to treat as confidential.
8B. You acknowledge and agree that: (a) all Confidential Information shall remain the exclusive property of the Val-A; (b) You shall not use Confidential Information for any purpose except to complete a transaction using Val-A’s platform; (c) You shall not disclose Confidential Information to any third-party; and (d) You shall not keep Confidential Information and shall return or destroy (with confirmation of destruction) all Confidential Information upon the termination of this Agreement or at Val-A’s request.
8C. Notwithstanding the foregoing, Confidential Information shall not include any information to the extent it: (a) is or becomes part of the public domain through no action or omission by You; (b) was possessed by You prior to the date of this Agreement without an obligation of confidentiality; or (c) is disclosed to You by a third party having no obligation of confidentiality with respect thereto.
8D. If You becomes legally compelled to disclose any Confidential Information, other than pursuant to a confidentiality agreement, You will provide Val-A prompt written notice of such disclosure and will cooperate with Val-A should Val-A seek a protective order or another appropriate remedy. If Val-A waives Your compliance with this obligation or fails to obtain a protective order or other appropriate remedy, You will furnish only that portion of the Confidential Information that is legally required to be disclosed; provided that any Confidential Information so disclosed shall maintain its confidentiality protection for all purposes other than such legally compelled disclosure.
9A. You agree to indemnify, protect, and hold harmless Val-A, including all parent, subsidiary, and/or affiliated companies, as well as its and their past and present successors, assigns, officers, owners, directors, agents, representatives, attorneys, and employees (collectively “Indemnitees”), from: (i) any and all claims, demands, damages, lawsuits, losses, liabilities and causes of action arising directly or indirectly from, as a result of or in connection with the actions of You and/or any Subcontractor under this Agreement, including but not limited to, personal injury to or death of any person (including You and/or any Subcontractor); (ii) any liability arising from Your failure to comply with the terms of this Agreement; (iii) any and all tax liabilities and responsibilities for payment of all federal, state, and/or local taxes, including, but not limited to all payroll taxes, self-employment taxes, workers’ compensation premiums, and any contributions imposed or required under federal, state, and/or local laws, that are owed by You with respect to Your and/or any Subcontractors using the Val-A Platform to complete a transaction; and (iv) all costs associated with Your business, including, but not limited to, the expense and responsibility for any and all applicable insurance, local, state, and/or federal licenses, permits, taxes, and assessments of any and all regulatory agencies, boards or municipalities.
9B. You agree that Your obligations in this Section 9 shall include the cost of defense, including attorneys’ fees, as well as the payment of any final judgment rendered against or settlement agreed upon by Val-A or any of the Indemnitees.
10A. Arbitration of Disputes. The Parties mutually agree to resolve any disputes between them exclusively through final and binding arbitration instead of filing a lawsuit in court.
10B. BY AGREEING TO ARBITRATE DISPUTES BETWEEN THEM AS DESCRIBED HEREIN THE PARTIES TO THIS AGREEMENT AGREE THAT ALL SUCH DISPUTES WILL BE RESOLVED THROUGH BINDING ARBITRATION BEFORE AN ARBITRATOR AND NOT BY WAY OF A COURT OR JURY TRIAL.
11A. This Agreement shall remain in full force and effect for a term of one (1) year from the date it is accepted by You and may not be terminated early without penalty except in the following limited circumstances:
11B. The following acts and/or occurrences shall constitute a material breach of this Agreement:
11C. Other than for illegal or destructive acts, in the event You dispute that You materially breached this Agreement, You may challenge Val-A’s decision using the dispute resolution process described in Section 10, above. In all such instances, the Parties will be responsible for their own attorneys’ fees and costs, subject to any remedy to which they may be entitled under applicable law and which would otherwise be available in a court of law.
11D. If not terminated, the Agreement shall be automatically renewed for successive one-year terms, unless terminated by either party as described in Sections 11A and 11B.
11E. The Parties’ obligations and rights arising under Section 5, 6, 8, 9, 10, 11, 12, and 13 of this Agreement shall survive termination of this Agreement and deactivation of Your Val-A account.
12A. Unless otherwise stated in this Agreement, this Agreement shall constitute the entire agreement and understanding between the Parties with respect to the subject matter of this Agreement and shall not be modified, altered, changed, or amended in any respect, unless in writing and executed by both Parties. This Agreement supersedes any prior contract between the Parties. This Agreement may not be assigned by either Party without written consent of the other, and shall be binding upon the Parties hereto, including their heirs and successors, provided, however, that Val-A may assign its rights and obligations under this Agreement to an affiliate of Val-A or any successor(s) to its business and/or purchaser of all or substantially all of its stock or assets. References in this Agreement to Val-A shall be deemed to include such successor(s).
12B. The failure of a Party in any instance to insist upon a strict performance of the terms of this Agreement or to exercise any option herein, shall not be construed as a waiver or relinquishment of such term or option and such term or option shall continue in full force and effect.
13A. Severability. Except as otherwise provided in this agreement, if any part of this Agreement is declared unlawful or unenforceable, the remainder of this Agreement shall remain in full force and effect.
13B. Captions. Captions appearing in this Agreement are for convenience only and do not in any way limit, amplify, modify, or otherwise affect the terms and provisions of this Agreement.
13C. Savings Clause. If any part of this Agreement is declared unlawful or unenforceable, the remainder of this Agreement shall remain in full force and effect.
13D. Force Majeure. The performance of the obligations of this Agreement on the part of either Party shall be excused by reasons of closing of public highways, changes in operations, strikes or work stoppages, weather conditions that make operations unsafe or impractical, Acts of God, or the temporary or permanent cessation of business by either Party.
13E. Conflict of Terms Clause. In case of any inconsistency or conflict between the terms and conditions of this Fleet Agreement and those of the Privacy Policy or Terms of Service, the terms of this Fleet Agreement shall govern and control.
13F. Stripe Connected Account Terms of Service. You represent and warrant that You have reviewed, understand, and agree to the Stripe Connected Account Agreement, which is expressly incorporated herein by reference.
By entering into this Agreement, You expressly acknowledge and agree that You read and fully understand the provisions of this Agreement, You have had sufficient time and opportunity to consult with legal and tax advisors before executing this Agreement, You are legally competent to enter into this Agreement, and You agree to be bound by this Agreement.
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