Last Modified: January 17, 2023
This Website is offered and available to users who are 18 years of age or older, and reside in the United States or any of its territories or possessions (collectively “United States”). By using this Website, you represent and warrant that you are of legal age to form a binding contract with the Company and meet all of the foregoing eligibility requirements. If you do not meet all of these requirements, you must not access or use the Website.
Accessing the Website and Account Security
We reserve the right to withdraw or amend this Website, and any service or material we provide on the Website, in our sole discretion without notice. We will not be liable if for any reason all or any part of the Website is unavailable at any time or for any period. From time to time, we may restrict access to some parts of the Website, or the entire Website, to users, including registered users.
You are responsible for both:
● Making all arrangements necessary for you to have access to the Website.
If you choose, or are provided with, a user name, password, or any other piece of information as part of our security procedures, you must treat such information as confidential, and you must not disclose it to any other person or entity. You also acknowledge that your account is personal to you and agree not to provide any other person with access to this Website or portions of it using your user name, password, or other security information. You agree to notify us immediately of any unauthorized access to or use of your user name or password or any other breach of security. You also agree to ensure that you exit from your account at the end of each session. You should use particular caution when accessing your account from a public or shared computer so that others are not able to view or record your password or other personal information.
Intellectual Property Rights
The Website and its entire contents, features, and functionality (including but not limited to all information, software, text, displays, images, video, and audio, and the design, selection, and arrangement thereof) are owned by the Company, its licensors, or other providers of such material and are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws.
● Your computer may temporarily store copies of such materials in RAM incidental to your accessing and viewing those materials.
● You may store files that are automatically cached by your Web browser for display enhancement purposes.
● You may print or download one copy of a reasonable number of pages of the Website for your own personal, non-commercial use and not for further reproduction, publication, or distribution.
● If we provide desktop, mobile, or other applications for download, you may download a single copy to your computer or mobile device solely for your own personal,
non-commercial use, provided you agree to be bound by our end user license agreement for such applications.
● If we provide social media features with certain content, you may take such actions as are enabled by such features.
You must not:
● Modify copies of any materials from this site.
● Use any illustrations, photographs, video or audio sequences, or any graphics separately from the accompanying text.
● Delete or alter any copyright, trademark, or other proprietary rights notices from copies of materials from this site.
You must not access or use for any commercial purposes any part of the Website or any services or materials available through the Website.
If you wish to make any use of material on the Website other than that set out in this section, please address your request to: email@example.com.
The Company name, the terms TRUCKPARKINGCLUB.COM, TRUCK PARKING ACROSS AMERICA, the Company logo, and all related names, logos, product and service names, designs, and slogans are trademarks of the Company or its affiliates or licensors. You must not use such marks without the prior written permission of the Company. All other names, logos, product and service names, designs, and slogans on this Website are the trademarks of their respective owners.
● In any way that violates any applicable federal, state, local, or international law or regulation (including, without limitation, any laws regarding the export of data or software to and from the US or other countries).
● For the purpose of exploiting, harming, or attempting to exploit or harm minors in any way by exposing them to inappropriate content, asking for personally identifiable information, or otherwise.
● To transmit, or procure the sending of, any advertising or promotional material without our prior written consent – which may be in the form of an e-mail message, including any “junk mail,” “chain letter,” “spam,” or any other similar solicitation.
● To impersonate or attempt to impersonate the Company, a Company employee, another user, or any other person or entity (including, without limitation, by using email addresses or screen names associated with any of the foregoing).
● To engage in any other conduct that restricts or inhibits anyone's use or enjoyment of the Website, or which, as determined by us, may harm the Company or users of the Website, or expose them to liability.
Additionally, you agree not to:
● Use the Website in any manner that could disable, overburden, damage, or impair the site or interfere with any other party's use of the Website, including their ability to engage in real time activities through the Website.
● Use any robot, spider, or other automatic device, process, or means to access the Website for any purpose, including monitoring or copying any of the material on the Website.
● Use any device, software, or routine that interferes with the proper working of the Website.
● Introduce any viruses, Trojan horses, worms, logic bombs, or other material that is malicious or technologically harmful.
● Attempt to gain unauthorized access to, interfere with, damage, or disrupt any parts of the Website, the server on which the Website is stored, or any server, computer, or database connected to the Website.
● Attack the Website via a denial-of-service attack or a distributed denial-of-service attack.
● Otherwise attempt to interfere with the proper working of the Website.
The Website may contain message boards, chat rooms, personal web pages or profiles, forums, bulletin boards, and other interactive features (collectively, “Interactive Services”) that allow users to post, submit, publish, display, or transmit to other users or other persons (hereinafter, “post”) content or materials (collectively, “User Contributions”) on or through the Website.
Any User Contribution you post to the site will be considered non-confidential and
non-proprietary. By providing any User Contribution on the Website, you grant us and our affiliates and service providers, and each of their and our respective licensees, successors, and assigns the right to use, reproduce, modify, perform, display, distribute, and otherwise disclose to third parties any such material for any purpose.
You represent and warrant that:
● You own or control all rights in and to the User Contributions and have the right to grant the license granted above to us and our affiliates and service providers, and each of their and our respective licensees, successors, and assigns.
You understand and acknowledge that you are responsible for any User Contributions you submit or contribute, and you, not the Company, have full responsibility for such content, including its legality, reliability, accuracy, and appropriateness.
We are not responsible or liable to any third party for the content or accuracy of any User Contributions posted by you or any other user of the Website.
Monitoring and Enforcement; Termination
We have the right to:
● Remove or refuse to post any User Contributions for any or no reason in our sole discretion.
● Disclose your identity or other information about you to any third party who claims that material posted by you violates their rights, including their intellectual property rights or their right to privacy.
● Take appropriate legal action, including without limitation, referral to law enforcement, for any illegal or unauthorized use of the Website.
Without limiting the foregoing, we have the right to cooperate fully with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone posting any materials on or through the Website. YOU WAIVE AND HOLD HARMLESS THE COMPANY, HOST, AND THEIR RESPECTIVE AFFILIATES, LICENSEES, AND SERVICE PROVIDERS FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY ANY OF THE FOREGOING PARTIES DURING, OR TAKEN AS A CONSEQUENCE OF, INVESTIGATIONS BY SUCH PARTIES OR LAW ENFORCEMENT AUTHORITIES.
However, we cannot review all material before it is posted on the Website, and cannot ensure prompt removal of objectionable material after it has been posted. Accordingly, we assume no liability for any action or inaction regarding transmissions, communications, or content provided by any user or third party. We have no liability or responsibility to anyone for performance or nonperformance of the activities described in this section.
These content standards apply to any and all User Contributions and use of Interactive Services. User Contributions must in their entirety comply with all applicable federal, state, local, and international laws and regulations. Without limiting the foregoing, User Contributions must not:
● Contain any material that is defamatory, obscene, indecent, abusive, offensive, harassing, violent, hateful, inflammatory, or otherwise objectionable.
● Promote sexually explicit or pornographic material, violence, or discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age.
● Infringe any patent, trademark, trade secret, copyright, or other intellectual property or other rights of any other person.
● Be likely to deceive any person.
● Promote any illegal activity, or advocate, promote, or assist any unlawful act.
● Cause annoyance, inconvenience, or needless anxiety or be likely to upset, embarrass, alarm, or annoy any other person.
● Impersonate any person, or misrepresent your identity or affiliation with any person or organization.
● Involve commercial activities or sales, such as contests, sweepstakes, and other sales promotions, barter, or advertising.
● Give the impression that they emanate from or are endorsed by us or any other person or entity, if this is not the case.
Reporting Claims of Copyright Infringement
We take claims of copyright infringement seriously. We will respond to notices of alleged copyright infringement that comply with applicable law. If you believe any materials accessible on or from this site (the “Website”) infringe your copyright, you may request removal of those materials (or access to them) from the Website by submitting written notification to our copyright agent designated below. In accordance with the Online Copyright Infringement Liability Limitation Act of the Digital Millennium Copyright Act (17 U.S.C. § 512) (“DMCA”), the written notice (the “DMCA Notice”) must include substantially the following:
● Your physical or electronic signature.
● Identification of the copyrighted work you believe to have been infringed or, if the claim involves multiple works on the Website, a representative list of such works.
● Identification of the material you believe to be infringing in a sufficiently precise manner to allow us to locate that material.
● Adequate information by which we can contact you (including your name, postal address, telephone number, and, if available, email address).
● A statement that you have a good faith belief that use of the copyrighted material is not authorized by the copyright owner, its agent, or the law.
● A statement that the information in the written notice is accurate.
● A statement, under penalty of perjury, that you are authorized to act on behalf of the copyright owner.
● Our designated copyright agent to receive DMCA Notices is:
Copyright Agent Truckparkingclub.com, LLC 495 Brickell Avenue, 4309
Miami, FL 33131 Phone:
If you fail to comply with all of the requirements of Section 512(c)(3) of the DMCA, your DMCA Notice may not be effective.
Please be aware that if you knowingly materially misrepresent that material or activity on the Website is infringing your copyright, you may be held liable for damages (including costs and attorneys' fees) under Section 512(f) of the DMCA.
Counter Notification Procedures
If you believe that material you posted on the Website was removed or access to it was disabled by mistake or misidentification, you may file a counter notification with us (a “Counter Notice”) by submitting written notification to our copyright agent designated above. Pursuant to the DMCA, the Counter Notice must include substantially the following:
● Your physical or electronic signature.
● An identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access disabled.
● Adequate information by which we can contact you (including your name, postal address, telephone number, and, if available, email address).
● A statement under penalty of perjury by you that you have a good faith belief that the material identified above was removed or disabled as a result of a mistake or misidentification of the material to be removed or disabled.
● A statement that you will consent to the jurisdiction of the Federal District Court for the judicial district in which your address is located (or if you reside outside the United States for any judicial district in which the Website may be found) and that you will accept service from the person (or an agent of that person) who provided the Website with the complaint at issue.
The DMCA allows us to restore the removed content if the party filing the original DMCA Notice does not file a court action against you within ten business days of receiving the copy of your Counter Notice.
Please be aware that if you knowingly materially misrepresent that material or activity on the Website was removed or disabled by mistake or misidentification, you may be held liable for damages (including costs and attorneys' fees) under Section 512(f) of the DMCA.
It is our policy in appropriate circumstances to disable and/or terminate the accounts of users who are repeat infringers.
Reliance on Information Posted
The information presented on or through the Website is made available solely for general information purposes. We do not warrant the accuracy, completeness, or usefulness of this information. Any reliance you place on such information is strictly at your own risk. We disclaim all liability and responsibility arising from any reliance placed on such materials by you or any other visitor to the Website, or by anyone who may be informed of any of its contents.
This Website may include content provided by third parties, including materials provided by other users, bloggers, and third-party licensors, syndicators, aggregators, and/or reporting services. All statements and/or opinions expressed in these materials, and all articles and responses to questions and other content, other than the content provided by the Company, are solely the opinions and the responsibility of the person or entity providing those materials. These materials do not necessarily reflect the opinion of the Company. We are not responsible, or liable to you or any third party, for the content or accuracy of any materials provided by any third parties.
Changes to the Website
We may update the content on this Website from time to time, but its content is not necessarily complete or up-to-date. Any of the material on the Website may be out of date at any given time, and we are under no obligation to update such material.
Information About You and Your Visits to the Website
Online Purchases and Other Terms and Conditions
All purchases through our site or other transactions for the sale of goods or services, made through the Website, or resulting from visits made by you, are governed by these Terms of Sale.
Application. These Trucker Terms apply to any person who drives vehicles and seeks a place to park that vehicle for a period of time (“Trucker”).
Searching. If you are a Trucker, you can search for a parking listing (“Listing”) by using criteria such as destination, dates, and parking area size. We may also make filters available to refine any search results.
Booking. When you book a Listing, you are agreeing to pay all charges for your booking including the Listing price, and any applicable fees including Truckparking.com’s service fee, offline fees, taxes, and any other items identified during checkout (collectively, “Total Cost”). You are also agreeing that Truckparking.com may charge your selected payment method used to book the Listing in order to collect such amounts. When you receive the booking confirmation, a contract for parking area services (a “Reservation”) is formed directly between you and the parking area lister (“Host”). In addition to these Terms, you will be subject to, and responsible for complying with, all terms of the Reservation, including, the cancellation policy and any other rules, standards, policies, or requirements identified in the Listing. It is your responsibility to read and understand these rules, standards, policies, and requirements prior to booking a Listing.
Listing Reservations. A Listing Reservation is a limited license to enter, occupy, and use the Listing. The Host retains the right to re-enter the Listing during your stay, to the extent: (i) it is reasonably necessary, (ii) permitted by your contract with the Host, and (iii) consistent with applicable law. If you stay past your departure time, the Host has the right to make you leave in a manner consistent with applicable law, including by imposing reasonable overstay penalties.
Cancellations and Refunds. If you cancel a Reservation, the amount refunded to you is determined by the cancellation policy that applies to that Reservation. If the Host cancels, you may be eligible for a partial or full refund. Different policies may apply to different Listings.
Cancellation Policy. Month-to-Month Membership can be cancelled at anytime via a phone call to (888) 899-7275 or email to firstname.lastname@example.org.. The cancellation request must be at least 24 hours before the next recurring payment. This applies to all Reservations.
Reservation Changes. Truckers and Hosts are responsible for any reservation changes they agree to make via the Truckparkingclub.com platform and agree to pay any additional amounts, fees, or taxes associated with any such Reservation changes.
Trucker Responsibilities. You are responsible and liable for your own acts and omissions and are also responsible for the acts and omissions of anyone you invite to join you or provide access your vehicle. You are responsible for leaving a parking area in the condition it was in when you arrived. You are responsible for paying all reasonable amounts necessary to cover damage that you, your guest(s), or your pet(s) cause to a parking area. You must comply with applicable laws at all times.
Assumption of Risk. You acknowledge that many activities carry inherent risks and agree that, to the maximum extent permitted by applicable law, you assume the entire risk arising out of your access to and use of the Truckparkingclub.com platform, including your stay at any parking area, or any other interaction you have with other Truckparkingclub.com members whether in person or online. It is your responsibility to investigate a Listing to determine whether it is suitable for you and your vehicle. Accordingly, you freely and willfully assume all risks by choosing to use our website and services.
Application. These Host Terms apply to any person who owns, leases, rents, or otherwise has the legal right of access to real property for the purpose of allowing others to park their vehicles on such property (“Host”).
Services Agreement. If you are a Host, you agree to these Terms of Service as well as the terms and conditions contained in the Truckparkingclub.com Services Agreement, appended hereto as Exhibit A.
Linking to the Website and Social Media Features
You may link to our homepage, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it, but you must not establish a link in such a way as to suggest any form of association, approval, or endorsement on our part without our express written consent.
This Website may provide certain social media features that enable you to:
● Link from your own or certain third-party websites to certain content on this Website.
● Send emails or other communications with certain content, or links to certain content, on this Website.
● Cause limited portions of content on this Website to be displayed or appear to be displayed on your own or certain third-party websites.
You may use these features solely as they are provided by us, and solely with respect to the content they are displayed with, and otherwise in accordance with any additional terms and conditions we provide with respect to such features. Subject to the foregoing, you must not:
● Establish a link from any website that is not owned by you.
● Cause the Website or portions of it to be displayed on, or appear to be displayed by, any other site, for example, framing, deep linking, or in-line linking.
● Link to any part of the Website other than the homepage.
You agree to cooperate with us in causing any unauthorized framing or linking immediately to stop. We reserve the right to withdraw linking permission without notice.
We may disable all or any social media features and any links at any time without notice in our discretion.
Links from the Website
If the Website contains links to other sites and resources provided by third parties, these links are provided for your convenience only. This includes links contained in advertisements, including banner advertisements and sponsored links. We have no control over the contents of those sites or resources, and accept no responsibility for them or for any loss or damage that may arise from your use of them. If you decide to access any of the third-party websites linked to this Website, you do so entirely at your own risk and subject to the terms and conditions of use for such websites.
The owner of the Website is based in the State of Florida in the United States. We provide this Website for use only by persons located in the United States. We make no claims that the Website or any of its content is accessible or appropriate outside of the United States. Access to the Website may not be legal by certain persons or in certain countries. If you access the Website from outside the United States, you do so on your own initiative and are responsible for compliance with local laws.
Disclaimer of Warranties
You understand that we cannot and do not guarantee or warrant that files available for downloading from the internet or the Website will be free of viruses or other destructive code. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means external to our site for any reconstruction of any lost data. TO THE FULLEST EXTENT PROVIDED BY LAW, COMPANY WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES, OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA, OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE WEBSITE OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE OR TO YOUR DOWNLOADING OF ANY MATERIAL POSTED ON IT, OR ON ANY WEBSITE LINKED TO IT.
YOUR USE OF THE WEBSITE, ITS CONTENT, AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE IS AT YOUR OWN RISK. THE WEBSITE, ITS CONTENT, AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER THE COMPANY NOR ANY PERSON ASSOCIATED WITH THE COMPANY MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY, OR AVAILABILITY OF THE WEBSITE. WITHOUT LIMITING THE FOREGOING, NEITHER THE COMPANY NOR ANYONE ASSOCIATED WITH THE COMPANY REPRESENTS OR WARRANTS THAT THE WEBSITE, ITS CONTENT, OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE WILL BE ACCURATE, RELIABLE, ERROR-FREE, OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT OUR SITE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT THE WEBSITE OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS.
TO THE FULLEST EXTENT PROVIDED BY LAW, THE COMPANY HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR PARTICULAR PURPOSE.
THE FOREGOING DOES NOT AFFECT ANY WARRANTIES THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
Limitation on Liability
TO THE FULLEST EXTENT PROVIDED BY LAW, IN NO EVENT WILL THE COMPANY, HOST, OR THEIR RESPECTIVE AFFILIATES, OR THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, OR DIRECTORS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH PROPERTY DAMAGE, THEFTS, INJURY, OR OTHER LOSSES SUFFERED WHILE PARKING AT A LOCATION, LISTED, RESERVED, OR PROCURED THROUGH THE WEBSITE, YOUR USE, OR INABILITY TO USE, THE WEBSITE, ANY
WEBSITES LINKED TO IT, ANY CONTENT ON THE WEBSITE OR SUCH OTHER WEBSITES, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, OR OTHERWISE, EVEN IF FORESEEABLE. THE FOREGOING DOES NOT AFFECT ANY LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
Governing Law and Jurisdiction
Limitation on Time to File Claims
Waiver and Severability
Your Comments and Concerns
This website is operated by Truckparkingclub.com, LLC, 495 Brickell Avenue, 4309, Miami, FL 33131.
All notices of copyright infringement claims should be sent to the copyright agent designated in our Copyright Policy above in the manner and by the means set out therein.
All other feedback, comments, requests for technical support, and other communications relating to the Website should be directed to: email@example.com.
SCHEDULE 1 TRUCKPARKINGCLUB.COM SERVICES AGREEMENT
THIS TRUCKPARKINGCLUB.COM, LLC SERVICES AGREEMENT (this “Agreement”), is
made and entered into as of (the “Effective Date”) by and between Truckparkingclub.com, LLC, a Florida limited liability company (“Truckparkingclub.com”) and
(“Host” and, together with Truckparkingclub.com, the “Parties” and each, a “Party”).
WHEREAS, Truckparkingclub.com has the capability and capacity to provide certain parking-related services, as more particularly described in this Agreement; and
WHEREAS, Host owns or is otherwise authorized to use that certain real property being more particularly described on Schedule 1, attached hereto and made a part hereof, (the “Parking Area”) for the purposes contemplated in this Agreement, including utilizing said real property for providing such space suitable for the parking of vehicles, such as, semi-trucks and trailers; and
WHEREAS, Host desires to retain Truckparkingclub.com to provide certain parking-related services with respect to the Parking Area, as provided in this Agreement.
NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and agreements hereinafter set forth, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Truckparkingclub.com and Host agree as follows:
1. Truckparkingclub.com Obligations. Truckparkingclub.com shall provide to Host the services set forth on Schedule 2, attached hereto and made a part hereof, (the “Services”), which Services may be modified or amended only upon written agreement of Truckparkingclub.com and Host. In connection with its performance of the Services, Truckparkingclub.com shall designate such employees and contractors that Truckparkingclub.com determines, in its sole discretion, to be capable of filling the following positions:
a. A primary contact to act as Truckparkingclub.com’s authorized representative with respect to all matters pertaining to this Agreement (the “Truckparkingclub.com Contract Manager”), which Truckparkingclub.com Contract Manager shall initially be Evan Shelley whose contact information is as follows: ; and
b. One or more persons, as deemed by Truckparkingclub.com, in its sole discretion, sufficient to perform the Services (such persons, collectively with the Truckparkingclub.com Contract Manager, the “Truckparkingclub.com Representatives”).
2. Host Obligations.
a. Availability; Cooperation; Access. Host shall designate one of its employees or agents to serve as its primary contact with respect to this Agreement and to act as its authorized representative with respect to matters pertaining to this Agreement (the “Host Contract Manager”), with such designation to remain in force unless and until a successor Host Contract Manager is appointed and notice of same is
provided in writing to Truckparkingclub.com. The Host Contract Manager shall initially be
, whose contract information is as follows: . Host shall require that the Host Contract Manager respond promptly to any reasonable requests from Truckparkingclub.com for instructions, information or approvals required by Truckparkingclub.com to provide the Services. Host shall cooperate with Truckparkingclub.com in its performance of the Services and provide access to the Host’s premises, including, without limitation, the Parking Area, surrounding areas under control or ownership of Host, employees, contractors and equipment as required to enable Truckparkingclub.com to provide the Services.
b. Advertisement. Host (i) authorizes Truckparkingclub.com to advertise the Parking Area on or through its software application and/or https://www.truckparkingclub.com (collectively, the “Website”) and/or anywhere that Truckparkingclub.com sees fit via the internet or other advertising methods, and provide to persons using the Website for purposes of renting or intending to rent one or more spaces in the Parking Area (each, a “Trucker” and collectively, “Truckers”) information regarding the Parking Area, and (ii) authorizes Truckparkingclub.com to refer to Host or the Parking Area, or provide information about the Parking Area at any time in the future to publicize Truckparkingclub.com, the Services or the Parking Area. Host understands and acknowledges that Host will have the option to create a listing for the Parking Area on the Website.
d. Access; Inspection. Host hereby grants to Truckparkingclub.com the right to conduct physical inspections of the Parking Area at any time. Should Truckparkingclub.com determine following any such inspection that the Parking Area does not conform to the information previously provided by Host or the Parking Area is in such state that the Services cannot be provided to Truckparkingclub.com’s standard in its sole discretion, Truckparkingclub.com may immediately terminate this Agreement and may remove the listing for the Parking Area from the Website.
e. No Competing Activities. During the term of this Agreement and for a period of one (1) year following the termination of this Agreement or Truckparkingclub.com not providing any Services to Host, whichever is later (the “Competing Period”), Host hereby agrees and covenants that Host shall not perform, with respect to the Parking Area, any parking-related or other services or activities that are substantially similar to or in competition with the Services or otherwise permit the use of the Parking Area through a web based service (collectively, “Competing Activities”). In addition to all other remedies available under this Agreement or at law (which Truckparkingclub.com does not waive by the exercise of any rights hereunder), any monies earned by Host through Competing Activities during the Competing Period constitutes a breach of this Agreement and Truckparkingclub.com shall be entitled to payment with respect to such Competing Services, payable by the Host, consistent with the attached Schedule 2.
f. Reservations. In connection with any reservation by any Truckparkingclub.com of one or more spaces within the Parking Area (each, a “Parking Space”), Host shall: (i) provide each Parking Space in accordance with the details and information set forth in the listing for the Parking Area on the Website; and (ii) honor any reservation.
3. Payment; Fees and Expenses.
a. Payment of Truckparkingclub.com Fees. In consideration of the provision of the Services by Truckparkingclub.com and the rights granted to Host under this Agreement, Host will pay to Truckparkingclub.com the fees set forth on the attached Schedule 2. Payment to Truckparkingclub.com of such fees and the reimbursement of expenses pursuant to this Section 3 will constitute payment in full for Truckparkingclub.com’s performance of the Services. Unless otherwise provided on Schedule 2 or elsewhere in this Agreement, all fees payable with respect to Services provided during any month during the Term of this Agreement will be payable on the fifth (5th) day of the following month, unless earlier paid through a deduction of such fees from Parking Fees collected from Truckers, as provided in Section 4 of this Agreement. Host understands and acknowledges that the payment by Truckers to use one or more Parking Spaces is subject to taxation and as such, authorizes Truckparkingclub.com to make payments from such sums as may be collected or collectible under this Agreement, to applicable federal, state, and local governmental entities, for all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any federal, state, or local governmental entity on any amounts payable in accordance with this Agreement.
b. Late Payments. Except for payments that Host has successfully disputed, all late payments due from Host to Truckparkingclub.com shall bear interest at the lesser of (i) the rate of 15% per annum and (ii) the highest rate permissible under applicable law. Host shall also reimburse Truckparkingclub.com for all costs incurred in collecting any late payments, including, without limitation, attorneys’ fees. In addition to all other remedies available under this Agreement or at law (which Truckparkingclub.com does not waive by the exercise of any rights hereunder), Truckparkingclub.com shall be entitled to suspend the provision of any Services if Host fails to pay any amounts when due hereunder and such failure continues for five (5) days following written notice thereof.
c. Reimbursement of Truckparkingclub.com Expenses. Host shall reimburse Truckparkingclub.com for all reasonable out-of-pocket costs incurred in the performance of the Services or otherwise incurred by Truckparkingclub.com under this Agreement, including, but not limited to, costs of collecting any late payments from Host, including, without limitation, attorneys’ fees related thereto.
4. Collection of Parking Fees. Host understands and acknowledges that, in performing the Services, Truckparkingclub.com will process Trucker reservations on behalf of the Parties and collect certain fees from Truckers on behalf of the Parties and including such fees incurred by Truckers for use of the Parking Area, as further contemplated by the listing for the Parking Area on the Website (“Parking Fees”). Host hereby appoints Truckparkingclub.com as an agent of Host for the purposes of collecting Parking Fees from Truckers. Truckparkingclub.com will transfer to Host such portion of the Parking Fees as attributable to Host under this Agreement, less any taxes due to applicable federal, state, and local governmental entities. Thereafter, Host’s portion of the Parking Fees, as set forth in Schedule 2, collected by Truckparkingclub.com shall be paid to Host within thirty (30) business days of collection thereof; provided that Truckparkingclub.com may, prior to any such transfer, deduct from Parking Fees otherwise transferrable to Host all or any portion of any fees then owed by Host to Truckparkingclub.com pursuant to the attached Schedule 2 and/or any other expenses or charges payable or reimbursable to Truckparkingclub.com pursuant to this Agreement or otherwise agreed to by Host.
5. Host Representations and Warranties. Host hereby represents and warrants that:
a. Hosts owns or is otherwise authorized to use for the purposes contemplated in this Agreement the Parking Area, is authorized to allow third parties to use the Parking Area for the purposes contemplated in this Agreement, and where necessary, has permission from any and all persons who own or otherwise control the premises on which the Parking Area is situated to use the Parking Area for the purposes contemplated by this Agreement.
b. This paragraph intentionally left blank.
6. Limited Warranty and Limitation of Liability.
a. Truckparkingclub.com hereby warrants that it shall perform the Services: (i) in accordance with the terms and subject to the conditions set out on Schedule 2 to this Agreement, (ii) using Truckparkingclub.com Representatives of commercially reasonable skill, experience and qualifications; and (iii) in a timely, workmanlike and professional manner in accordance with generally recognized industry standards for similar services.
b. Truckparkingclub.com’s sole and exclusive liability and Host’s sole and exclusive remedy for breach under this Agreement shall be as follows. Truckparkingclub.com shall use reasonable commercial efforts to promptly cure any such breach; provided that, if Truckparkingclub.com cannot cure such breach within a reasonable time (but no more than 30 days) after Host’s written notice of such breach, Host may, at its option, terminate this Agreement by serving written notice of termination in accordance with Section 9(b)(i).
c. TRUCKPARKINGCLUB.COM MAKES NO WARRANTIES EXCEPT FOR THAT PROVIDED IN SECTION 6(a) ABOVE. ALL OTHER WARRANTIES, EXPRESS AND IMPLIED, ARE EXPRESSLY DISCLAIMED.
7. Intellectual Property. All intellectual property rights, including copyrights, patents, patent disclosures and inventions (whether patentable or not), trademarks, domains, service marks, trade secrets, know-how, and other confidential information, trade dress, trade names, logos, corporate names and domain names, together with all of the goodwill associated therewith, derivative works and all other rights (collectively, “Intellectual Property Rights”) in and to all documents, work product and other materials that are delivered to Host under this Agreement or prepared by or on behalf of Truckparkingclub.com in the course of performing the Services (collectively, the “Deliverables”) shall be owned exclusively by Truckparkingclub.com. Subject to Trucker’s revocation, Truckparkingclub.com hereby grants Host a license to use all Intellectual Property Rights in the Deliverables free of additional charge and on a non-exclusive, worldwide, non-transferable, non-sublicensable, fully paid-up, royalty-free and perpetual basis, solely to the extent necessary to enable Host to make reasonable use of the Deliverables and the Services.
8. Confidentiality. From time to time during the Term of this Agreement, either Party (as the “Disclosing Party”) may disclose or make available to the other Party (as the “Receiving Party”), non-public, proprietary, and confidential information of Disclosing Party that, if disclosed in writing or other tangible form is clearly labeled as “confidential,” or if disclosed orally, is identified as confidential when disclosed and within five days thereafter, is summarized in writing and confirmed as confidential (”Confidential Information”); provided, however, that Confidential Information does not include any information that: (a) is or becomes generally available to the public other than as a result of Receiving Party’s breach of this Section 8; (b) is or becomes available to the Receiving Party on a non-confidential basis from a third-party source, provided that such third party is not and was not prohibited from disclosing such Confidential Information; (c) was in Receiving Party’s possession prior to Disclosing Party’s disclosure hereunder; or (d) was or is independently developed by Receiving Party without using
any Confidential Information. The Receiving Party shall: (x) protect and safeguard the confidentiality of the Disclosing Party’s Confidential Information with at least the same degree of care as the Receiving Party would use to protect its own Confidential Information, but in no event with less than a commercially reasonable degree of care; (y) not use the Disclosing Party’s Confidential Information, or permit it to be accessed or used, for any purpose other than to exercise its rights or perform its obligations under this Agreement; and (z) not disclose any such Confidential Information to any person or entity, except to the Receiving Party’s Group who need to know the Confidential Information to assist the Receiving Party, or act on its behalf, to exercise its rights or perform its obligations under this Agreement. If the Receiving Party is required by applicable law or legal process to disclose any Confidential Information, it shall, prior to making such disclosure, use commercially reasonable efforts to notify Disclosing Party of such requirements to afford Disclosing Party the opportunity to seek, at Disclosing Party’s sole cost and expense, a protective order or other remedy. For purposes of this Section 8 and Section 9.4 only, Receiving Party’s Group shall mean the Receiving Party’s affiliates and its or their employees, officers, directors, shareholders, partners, members, managers, agents, independent contractors, service providers, sublicensees, subcontractors, attorneys, accountants, and financial advisors.
9. Term, Termination and Survival.
a. This Agreement shall commence as of the Effective Date and shall continue thereafter until terminated pursuant to Section 9(b) or Section 9(c) (the “Term”).
b. Either Party may terminate this Agreement effective upon fourteen (14) calendar days’ written notice to the other Party. In addition, either Party may terminate this Agreement, effective upon notice to the other Party (the “Defaulting Party”), if the Defaulting Party:
i. Breaches this Agreement, and such breach is incapable of cure, or with respect to a breach capable of cure, the Defaulting Party does not cure such breach within thirty (30) days after receipt of written notice of such breach.
ii. Becomes insolvent or admits its inability to pay its debts generally as they become due.
iii. Becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law, which is not fully stayed within seven days or is not dismissed or vacated within 45 days after filing.
iv. Is dissolved or liquidated or takes any corporate or limited liability company action for such purpose.
v. Makes a general assignment for the benefit of creditors.
vi. Has a receiver, trustee, custodian or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business.
c. Notwithstanding anything to the contrary in Section 9(b)(i), Truckparkingclub.com may terminate this Agreement before the expiration of the Term on written notice to Host if Host fails to pay any amount when due hereunder more than twice in any six-month period.
d. The rights and obligations of the Parties set forth in this Section 9(d) and any right or obligation of the Parties in this Agreement which, by its nature, should survive termination or expiration of this Agreement, including, but not limited to Host’s obligation to pay amounts due to
Truckparkingclub.com under this Agreement, and the non-compete provisions of Section 2e of this Agreement, will survive any such termination or expiration of this Agreement.
10. Indemnification; Limitation of Liability.
a. Host hereby agrees to defend, indemnify and hold harmless Truckparkingclub.com, its affiliates, and their respective officers, directors, managers, employees and agents (“Truckparkingclub.com Indemnitees”) from and against any and all claims, damages, obligations, losses, liabilities, costs, and expenses (including but not limited to attorney’s and accountant’s fees) arising out of or in connection with this Agreement and Truckparkingclub.com’s provision of Services hereunder; provided that, notwithstanding the foregoing, Host shall not be obligated to defend, indemnify or hold harmless any Truckparkingclub.com Indemnitee for grossly negligent or intentionally wrongful conduct of such Truckparkingclub.com Indemnitee that has been proven in a court of law.
b. Host acknowledges that when Host agrees to a reservation with a Trucker, Host is voluntarily granting such Trucker access to the Parking Area. Host hereby acknowledges and agrees that Truckparkingclub.com is not responsible for any damage or loss to property or person that may occur while Truckers are at the Parking Area or otherwise on any premises owned or controlled by Host. All parking transactions are entered into at Host’s own risk. Truckparkingclub.com cannot and does not guarantee in any way the security or safety of the Parking Area or any other portion of any premises owned or controlled by Host. It is Host’s responsibility to ensure that Host’s property is properly secured. If Host’s property is damaged by a Trucker, Host agree to first attempt to resolve the matter directly with such Trucker. If the matter cannot be resolved through direct contact with the Trucker, Host must contact the Truckparkingclub.com Contract manager within 24 hours of the end of the applicable reservation. Truckparkingclub.com shall review the case and offer such recourse as Truckparkingclub.com, in its sole discretion, deems necessary. Truckparkingclub.com does not and shall not be required to provide any insurance coverage to or for the benefit of Host at any time. Host is solely responsible for obtaining insurance coverage necessary or appropriate in connection with the rental of property for use by others.
c. Host agrees that Truckparkingclub.com shall not be liable to Host in any manner whatsoever for any loss suffered by Host in any proceeding brought by any governmental or any other relevant public authority or the taking of any other action of any such authority against Host as a result of the listing of the Parking Area on the Website.
d. IN NO EVENT SHALL TRUCKPARKINGCLUB.COM BE LIABLE TO HOST OR TO ANY THIRD PARTY FOR ANY LOSS OF USE, REVENUE, OR PROFIT, OR FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGE WAS FORESEEABLE AND WHETHER OR NOT TRUCKPARKINGCLUB.COM HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE
e. IN NO EVENT SHALL TRUCKPARKINGCLUB.COM’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EXCEED THE AGGREGATE AMOUNTS PAID OR PAYABLE TO TRUCKPARKINGCLUB.COM IN THE SIX MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
f. Host acknowledges that use of Host’s Parking Spaces by Truckers carries inherent risks and agrees that Host assume the entire risk arising out of Host’s access to and use of the Truckparkingclub.com website and app, offering Parking Spaces to Truckers, or any interaction Host may have with one or more Truckers. Host agrees that Host has had the opportunity to investigate the Truckparkingclub.com website and app, the Parking Area, or any of Truckparkingclub.com platforms and that Host is not relying upon any statement of law made by Truckparkingclub.com.
11. Entire Agreement. This Agreement, including exhibits, schedules, attachments, and appendices, constitutes the sole and entire agreement of the Parties with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, regarding such subject matter.
12. Notices. In connection with the execution of this Agreement, Truckparkingclub.com shall provide to Host appropriate contact information for the Truckparkingclub.com Contract Representative and Host shall provide to Truckparkingclub.com appropriate contact information for the Host Contract Representative. All notices, requests, consents, claims, demands, waivers, and other communications under this Agreement (each, a “Notice”, and with the correlative meaning “Notify”) must be in writing and addressed to the other Party’s designated representative using the contact information provided (or to such other address that the receiving Party may designate from time to time in accordance with this Section). Unless otherwise agreed herein, all Notices must be delivered by personal delivery, nationally recognized overnight courier, or certified or registered mail (in each case, return receipt requested, postage prepaid). Except as otherwise provided in this Agreement, a Notice is effective only (a) on receipt by the receiving Party; and (b) if the Party giving the Notice has complied with the requirements of this Section 12.
13. Severability. If any term or provision of this Agreement is found by a court of competent jurisdiction to be invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.
14. Amendments. No amendment to or modification of this Agreement is effective unless it is in writing and signed by each Party.
15. Waiver. No waiver by any Party of any of the provisions of this Agreement shall be effective unless explicitly set forth in writing and signed by the Party so waiving. Except as otherwise set forth in this Agreement, no failure to exercise, or delay in exercising, any right, remedy, power, or privilege arising from this Agreement shall operate or be construed as a waiver thereof, nor shall any single or partial exercise of any right, remedy, power, or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.
16. Assignment; Successors and Assigns. Host shall not assign, transfer, delegate, or subcontract any of its rights or delegate any of its obligations under this Agreement, including by virtue of any merger or corporate reorganization, which will be a deemed assignment, without the prior written consent of Truckparkingclub.com. Any purported assignment or delegation in violation of this Section 16 shall be null and void. No assignment or delegation shall relieve the Host of any of its obligations under this Agreement. Truckparkingclub.com may assign any of its rights or delegate any of its obligations to any affiliate or to any person acquiring all or substantially all of Truckparkingclub.com’s assets without Host’s consent. This Agreement is binding on and inures to the benefit of the Parties to this Agreement and their respective permitted successors and permitted assigns.
17. Relationship of the Parties. The relationship between the Parties is that of independent contractors. The details of the method and manner for performance of the Services by Truckparkingclub.com shall be under its own control, Host being interested only in the results thereof. Truckparkingclub.com shall be solely responsible for supervising, controlling and directing the details and manner of the completion of the Services. Nothing in this Agreement shall give Host the right to instruct, supervise, control, or direct the details and manner of the completion of the Services. Except as otherwise expressly provided, nothing contained in this Agreement shall be construed as creating any agency, partnership, joint venture or other form of joint enterprise, employment or fiduciary relationship between the Parties, and neither Party shall have authority to contract for or bind the other Party in any manner whatsoever.
18. Choice of Law. This Agreement and all related documents including all schedules attached hereto, and all matters arising out of or relating to this Agreement, whether sounding in contract, tort, or statute are governed by, and construed in accordance with, the laws of the State of Florida, United States of America, without giving effect to the conflict of laws provisions thereof to the extent such principles or rules would require or permit the application of the laws of any jurisdiction other than those of the State of Florida.
19. Choice of Forum. Each Party irrevocably and unconditionally agrees that it will not commence any action, litigation, or proceeding of any kind whatsoever against the other Party in any way arising from or relating to this Agreement, including all exhibits, schedules, attachments, and appendices attached to this Agreement, and all contemplated transactions, in any forum other than the United States District Court for the Middle District Court of Florida or the courts of the State of Florida and any appellate court thereof. Each Party irrevocably and unconditionally submits to the exclusive jurisdiction of such courts and agrees to bring any such action, litigation, or proceeding only in the United States District Court for the Middle District Court of Florida or the courts of the State of Florida. Each Party agrees that a final judgment in any such action, litigation, or proceeding is conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.
20. Counterparts. Counterparts. This Agreement may be executed in counterparts, each of which is deemed an original, but all of which together are deemed to be one and the same agreement.
IN WITNESS WHEREOF, each of the undersigned Parties has executed this Truckparkingclub.com Services Agreement effective as of the Effective Date.
By: Name: Evan K Shelley
Its: Chief Executive Officer
By: Name Its:
Host Contract Manager:
Services: Truckparkingclub.com, LLC will provide website and app-based services for advertising and selling the Host’s identified Parking Spaces1. Truckparkingclub.com’s Website allows the Host to manage and sell truck parking spaces to the public. Truckparkingclub.com will also provide the initial setup services as detailed below under “Setup Services,” and the ongoing services as listed in “Ongoing Services.” Truckparkingclub.com is not responsible for the Parking Area, including, without limitation, maintenance and upkeep of the Host’s Parking Spaces, safety, security, and compliance with local governmental regulations. Truckparkingclub.com will also handle customer service requests.
● Designing and ordering of physical signage for parking spots (as needed as determined in Truckparkingclub.com’s sole discretion)
● Managing signage installation (as needed as determined in Truckparkingclub.com’s sole discretion)
● Creation of parking spot listing on website and app
● Host Training (if necessary as determined in Truckparkingclub.com’s sole discretion)
● Advertise Host’s Parking Spaces
● Provide an online dashboard for Host to track earnings and utilization.
● Provide Technical Support to Host and/or Truckers via telephone and electronic mail on weekdays during the hours of 9:00 am through 5:00 pm EST time. During non-business hours, Truckparkingclub.com will respond within 24 hours of any request.
1 Capitalized terms used herein shall have the meaning ascribed to such terms as set forth in that certain Truckparkingclub.com Services Agreement between Truckparkingclub.com LLC and Host to which this Exhibit B is attached and made a part of.
Service Fees: Truckparkingclub.com will withhold 30% of gross Parking Fees made by Truckers for Parking Spaces in Host’s Parking Area. Truckparkingclub.com will transmit the remaining portion of Parking Fees, less such amounts necessary to pay applicable taxes, including sales taxes, collected by Truckparkingclub.com with respect to Host’s Parking Area to the Host via ACH within 30 days.