ParkingPerks Platform License Agreement

For Parking Lot Operators, Property Owners, Landlords, and Tenant Merchants

Last Updated: April 9, 2026

Preamble

This Platform License Agreement ("Agreement") governs the relationship between ParkingPerks ("ParkingPerks," "we," "us," or "our") and any parking lot management company, property owner, landlord, tenant merchant, or other commercial entity ("Licensee," "you," or "your") that accesses, installs, deploys, or otherwise uses the ParkingPerks platform, software, QR code infrastructure, SMS marketing system, payment processing tools, or any associated services (collectively, the "Platform").

By executing an Order Form, clicking to accept this Agreement, or using any component of the Platform, you agree to be legally bound by these terms. If you are entering into this Agreement on behalf of a company or other legal entity, you represent that you have authority to bind that entity.

If you do not agree to these terms, do not use the Platform.

Part I: Definitions

"Agreement" means this Platform License Agreement, together with any executed Order Form, Statement of Work, or addendum incorporated herein.

"Authorized Location" means the specific parking facility, property, or premises identified in an Order Form at which the Licensee is authorized to deploy the Platform.

"Consumer" means any individual end user who scans a ParkingPerks QR code, registers a mobile number, or otherwise interacts with the Platform as a member of the public.

"Consumer Data" means any personal information collected by ParkingPerks from Consumers, including mobile phone numbers, email addresses, vehicle information, and transaction data. Consumer Data is owned exclusively by ParkingPerks and is not the property of any Licensee.

"Landlord" means any property owner or real estate entity that owns or controls a property at which a Parking Location operates and that has entered into this Agreement or an associated addendum.

"License Fee" means the fees payable by Licensee to ParkingPerks as set forth in the applicable Order Form.

"Merchant Offer" means any deal, discount, promotion, or offer submitted by a Tenant Merchant to ParkingPerks for distribution to Consumers through the Platform.

"Operator" means any parking lot management company, parking enforcement company, or parking services contractor that manages or controls access to a Parking Location and has entered into this Agreement.

"Order Form" means a written or electronic document executed by ParkingPerks and Licensee specifying the Authorized Location(s), License Fee, term, and any additional terms applicable to a specific deployment.

"Parking Location" means any parking facility, surface lot, garage, or designated parking area where the Platform is deployed.

"Platform" means the ParkingPerks software system, including QR code registration infrastructure, SMS marketing and communications engine, consumer perks delivery system, parking payment processing tools, merchant offer management portal, analytics dashboard, and all related technology, intellectual property, and services.

"Tenant Merchant" means any business, retailer, restaurateur, service provider, or other commercial tenant operating at or near an Authorized Location that participates in the ParkingPerks Merchant Offer program.

"Term" means the duration of this Agreement as specified in the applicable Order Form.

Part II: License Grant and Restrictions

2.1 License Grant

Subject to the terms of this Agreement and payment of all applicable License Fees, ParkingPerks grants Licensee a limited, non-exclusive, non-transferable, revocable license to:

  • Deploy ParkingPerks QR code materials at the Authorized Location(s) identified in the applicable Order Form

  • Access the ParkingPerks merchant and operator portal to manage Merchant Offers, view analytics, and configure location settings

  • Use ParkingPerks branding and materials solely as provided and solely in connection with the Authorized Location

  • Receive the services specified in the applicable Order Form during the Term

2.2 License Restrictions

Licensee shall not, and shall not permit any third party to:

  • Copy, reproduce, modify, or create derivative works of the Platform or any ParkingPerks intellectual property

  • Reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of any component of the Platform

  • Sublicense, sell, resell, transfer, assign, or otherwise make the Platform available to any third party not covered by this Agreement

  • Remove, alter, or obscure any ParkingPerks branding, copyright notices, or proprietary markings from QR codes, signage, or any Platform materials

  • Use the Platform or Consumer Data for any purpose other than those expressly authorized in this Agreement

  • Deploy QR codes or Platform materials at any location other than the Authorized Location(s) without written consent from ParkingPerks

  • Represent to Consumers or any third party that Licensee owns or operates the ParkingPerks platform

  • Interfere with or disrupt the operation of the Platform or its underlying infrastructure

2.3 Reservation of Rights

All rights not expressly granted in this Agreement are reserved by ParkingPerks. This Agreement does not transfer any ownership of the Platform or any intellectual property to Licensee. ParkingPerks retains all right, title, and interest in and to the Platform, all Consumer Data, and all intellectual property associated therewith.

Part III: Roles and Responsibilities by Licensee Type

3.1 Parking Lot Operators

If you are a parking lot management or parking enforcement company, your responsibilities under this Agreement include:

Deployment

  • Installing and maintaining ParkingPerks QR code signage and materials at each Authorized Location in accordance with ParkingPerks installation guidelines

  • Ensuring QR codes are clearly visible, undamaged, and accessible to Consumers at all times

  • Promptly replacing damaged, defaced, or missing QR codes upon notice from ParkingPerks or discovery during routine inspection

Payment Processing

  • If parking payment is processed through ParkingPerks, Operator shall provide ParkingPerks with accurate, current rate information for each Authorized Location, including any time-of-day, day-of-week, event-based, or other variable pricing

  • Operator is responsible for ensuring that parking rates reflected in the Platform are accurate and up to date. ParkingPerks shall not be liable for rate discrepancies resulting from Operator's failure to update rate information

  • If parking payment is processed through Operator's own system (with handoff from ParkingPerks), Operator assumes full responsibility for that transaction, including compliance, refunds, and Consumer disputes

Enforcement

  • Operator acknowledges that ParkingPerks is not a parking enforcement company and has no authority to issue citations, tickets, boots, or tows

  • Operator is solely responsible for all parking enforcement activities at the Authorized Location

  • Operator shall not represent to Consumers that ParkingPerks has any enforcement authority

Reporting

  • Operator shall provide ParkingPerks with reasonable access to parking occupancy and transaction data as necessary for ParkingPerks to operate the Platform and verify Consumer registration activity

3.2 Property Owners and Landlords

If you are a property owner or landlord whose property includes or hosts a Parking Location, your responsibilities under this Agreement include:

Authorization

  • Landlord represents and warrants that it has the legal right and authority to authorize deployment of the ParkingPerks Platform at the Authorized Location

  • Landlord shall obtain any necessary consents, approvals, or permits required to install QR code signage and related materials at the Authorized Location

  • Where a third-party Operator manages parking at the Authorized Location, Landlord is responsible for ensuring that Operator's participation in the ParkingPerks Platform is authorized under any applicable parking management agreement

Cooperation

  • Landlord agrees to cooperate with ParkingPerks in connection with the deployment and operation of the Platform, including providing reasonable access for installation, maintenance, and inspection of QR code materials

  • Landlord shall notify ParkingPerks promptly of any change in property ownership, management, tenancy, or other material change that may affect the operation of the Platform at the Authorized Location

Tenant Coordination

  • Landlord acknowledges that Tenant Merchants at the Authorized Location may independently participate in the ParkingPerks Merchant Offer program under separate agreements with ParkingPerks

  • Landlord shall not interfere with or restrict Tenant Merchants' participation in the Merchant Offer program, provided such participation does not violate applicable lease terms

Signage and Common Areas

  • Landlord grants ParkingPerks a limited license to display ParkingPerks branded signage, QR codes, and related materials in the parking areas and common areas of the Authorized Location during the Term

  • ParkingPerks agrees to comply with any reasonable signage guidelines provided by Landlord in writing

3.3 Tenant Merchants

If you are a business, retailer, restaurant, or other commercial tenant participating in the ParkingPerks Merchant Offer program, your responsibilities under this Agreement include:

Offer Submission and Accuracy

  • Tenant Merchant is solely responsible for the accuracy, legality, and fulfillment of all Merchant Offers submitted to ParkingPerks for distribution

  • All Merchant Offers must be truthful, non-deceptive, and compliant with applicable federal, state, and local advertising and consumer protection laws, including FTC guidelines

  • Tenant Merchant shall not submit offers that are expired, unavailable, or subject to conditions not disclosed in the offer text provided to ParkingPerks

Offer Fulfillment

  • Tenant Merchant agrees to honor all Merchant Offers distributed by ParkingPerks to Consumers during the period specified in the offer

  • ParkingPerks is not responsible for Tenant Merchant's failure to honor any offer. Any Consumer complaint arising from a Merchant's failure to fulfill an offer is the sole responsibility of the Tenant Merchant

  • Tenant Merchant shall indemnify ParkingPerks for any claims, damages, or costs arising from Merchant's failure to fulfill a distributed offer

Consumer Interactions

  • Tenant Merchant acknowledges that ParkingPerks does not share Consumer personal information (including phone numbers or email addresses) with Tenant Merchants

  • Tenant Merchant shall not attempt to collect, obtain, or use Consumer personal information through the ParkingPerks platform without ParkingPerks's prior written consent and the Consumer's explicit opt-in

  • All direct Consumer communications by Tenant Merchant are governed by Tenant Merchant's own privacy policy and applicable law, not this Agreement

Branding and Representation

  • Tenant Merchant may identify itself as a "ParkingPerks Merchant Partner" solely in connection with the Authorized Location and solely during the Term

  • Tenant Merchant shall not use ParkingPerks's name, logo, or brand in any advertising, press release, or public communication without ParkingPerks's prior written approval

Content Standards

  • All Merchant Offer content must meet ParkingPerks's content standards. ParkingPerks reserves the right to reject, modify, or remove any Merchant Offer that it determines, in its sole discretion, to be inappropriate, misleading, offensive, or in violation of applicable law

  • ParkingPerks's decision regarding offer content is final

Part IV: Consumer Data and Privacy

4.1 Ownership of Consumer Data

All Consumer Data collected through the Platform — including mobile phone numbers, email addresses, registration records, vehicle information, and behavioral data — is owned exclusively by ParkingPerks. No Licensee acquires any ownership of or proprietary interest in Consumer Data by virtue of this Agreement.

4.2 Licensee Access to Data

Licensees may access anonymized, aggregated analytics through the ParkingPerks operator or merchant portal, including:

  • Total registrations at the Authorized Location

  • Offer redemption counts and timing

  • Consumer engagement trends

Licensees do not have access to individual Consumer records, phone numbers, email addresses, or any personally identifiable information unless ParkingPerks provides such access in writing pursuant to a separate data sharing agreement that complies with applicable privacy law.

4.3 Prohibited Data Uses

Licensee shall not:

  • Attempt to identify, de-anonymize, or reverse-engineer individual Consumer identities from aggregated data

  • Use any Consumer Data obtained through the Platform to build independent marketing lists or databases

  • Share, sell, or disclose any Consumer Data to any third party

  • Use Consumer Data for any purpose other than those expressly authorized in this Agreement

4.4 Data Security Obligations

Licensee agrees to implement reasonable technical and organizational measures to protect any data received from ParkingPerks from unauthorized access, disclosure, or misuse. Licensee shall notify ParkingPerks promptly — and in no event later than 48 hours — upon becoming aware of any actual or suspected data breach involving ParkingPerks data.

4.5 Compliance with Privacy Law

Each Licensee is independently responsible for complying with all applicable privacy laws in connection with its own collection and use of Consumer information outside of the ParkingPerks Platform, including but not limited to the TCPA, CAN-SPAM Act, CCPA, and any applicable state privacy statutes.

Part V: Fees, Billing, and Payment

5.1 License Fees

Licensee agrees to pay ParkingPerks the License Fees set forth in the applicable Order Form. License Fees may include:

  • A flat monthly or annual platform access fee per Authorized Location

  • A per-registration or per-transaction fee

  • A revenue share on parking payments processed through ParkingPerks

  • A Merchant Offer placement fee for Tenant Merchants

  • Any combination of the above as specified in the Order Form

5.2 Billing and Payment Terms

  • License Fees are due and payable as specified in the Order Form, typically net 30 days from invoice

  • All fees are non-refundable unless otherwise specified in the Order Form

  • ParkingPerks reserves the right to suspend access to the Platform upon 5 business days' written notice if any undisputed payment is 30 or more days past due

  • Disputed invoices must be raised in writing within 15 days of receipt. Undisputed portions remain due and payable

5.3 Taxes

Licensee is responsible for all applicable sales, use, value-added, and other taxes arising from its use of the Platform, excluding taxes on ParkingPerks's net income.

5.4 Fee Changes

ParkingPerks may adjust License Fees upon 60 days' written notice to Licensee. Fee changes take effect at the start of the next renewal Term. If Licensee does not agree to the new fees, Licensee may terminate this Agreement before the new Term begins without penalty.

Part VI: Term and Termination

6.1 Term

This Agreement begins on the Effective Date specified in the Order Form and continues for the initial Term specified therein. Unless either party provides written notice of non-renewal at least 30 days before the end of the then-current Term, this Agreement automatically renews for successive one-year periods.

6.2 Termination for Cause

Either party may terminate this Agreement immediately upon written notice if the other party:

  • Materially breaches this Agreement and fails to cure such breach within 30 days of written notice

  • Becomes insolvent, makes an assignment for the benefit of creditors, or files for bankruptcy protection

  • Engages in fraudulent, illegal, or willfully harmful conduct in connection with the Platform

6.3 Termination for Convenience

Either party may terminate this Agreement for any reason upon 60 days' written notice to the other party. All License Fees accrued through the effective date of termination remain due and payable. No refund will be issued for prepaid fees covering any period after termination unless otherwise agreed in writing.

6.4 Effect of Termination

Upon termination or expiration of this Agreement:

  • Licensee's license to use the Platform immediately terminates

  • Licensee shall promptly remove all ParkingPerks QR codes, signage, and branded materials from the Authorized Location

  • Licensee's access to the ParkingPerks portal and all associated analytics will be disabled

  • All Consumer Data remains the exclusive property of ParkingPerks

  • Any provisions of this Agreement that by their nature should survive termination — including Sections 4, 7, 8, 9, and 10 — shall survive

Part VII: Intellectual Property

7.1 ParkingPerks Intellectual Property

ParkingPerks owns all right, title, and interest in and to the Platform, including all software, algorithms, QR code systems, SMS infrastructure, branding, trade names, trademarks, service marks, logos, and all intellectual property embodied therein. Nothing in this Agreement transfers any intellectual property rights to Licensee.

7.2 Licensee Content

Licensee retains ownership of any content it submits to ParkingPerks, including Merchant Offer text, images, and promotional materials. By submitting content to ParkingPerks, Licensee grants ParkingPerks a worldwide, royalty-free, non-exclusive license to use, reproduce, distribute, and display such content solely for the purpose of operating the Platform and delivering Merchant Offers to Consumers.

7.3 Feedback

If Licensee provides ParkingPerks with suggestions, feedback, or ideas regarding the Platform, ParkingPerks may use such feedback freely without obligation or compensation to Licensee. ParkingPerks shall own all intellectual property arising from such feedback.

7.4 No Reverse Engineering

Licensee shall not reverse engineer, decompile, or disassemble any component of the Platform, or attempt to derive the underlying source code, algorithms, or trade secrets embodied in the Platform.

Part VIII: Representations and Warranties

8.1 Mutual Representations

Each party represents and warrants that:

  • It is duly organized, validly existing, and in good standing under applicable law

  • It has full authority to enter into and perform its obligations under this Agreement

  • This Agreement constitutes a legal, valid, and binding obligation enforceable against it

8.2 Licensee Representations

Licensee further represents and warrants that:

  • It has all necessary rights, licenses, permits, and authorizations to operate at the Authorized Location and to enter into this Agreement

  • All information provided to ParkingPerks in connection with this Agreement, including location details, rate information, and Merchant Offer content, is accurate and complete

  • Its use of the Platform will comply with all applicable federal, state, and local laws and regulations

  • It will not use the Platform in any manner that could damage the reputation or goodwill of ParkingPerks

8.3 ParkingPerks Warranties

ParkingPerks warrants that it will:

  • Use commercially reasonable efforts to maintain the availability and functionality of the Platform

  • Provide Licensee with reasonable advance notice of planned maintenance or downtime

  • Handle Consumer Data in accordance with its Privacy Policy and applicable law

ParkingPerks does not warrant that the Platform will be error-free, uninterrupted, or free from security vulnerabilities. The Platform is provided "as is" and "as available" except as expressly stated in this Section.

Part IX: Indemnification

9.1 Indemnification by Licensee

Licensee agrees to defend, indemnify, and hold harmless ParkingPerks and its officers, directors, employees, agents, and successors from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to:

  • Licensee's breach of any representation, warranty, or obligation under this Agreement

  • Any Merchant Offer that is inaccurate, misleading, unavailable, or otherwise fails to comply with applicable law

  • Licensee's failure to fulfill any Merchant Offer distributed by ParkingPerks to Consumers

  • Licensee's independent collection or use of Consumer information outside the Platform

  • Any claim by a Consumer arising from Licensee's acts or omissions

  • Any injury, property damage, or loss occurring at the Authorized Location

  • Licensee's violation of any applicable law or third-party right

9.2 Indemnification by ParkingPerks

ParkingPerks agrees to defend, indemnify, and hold harmless Licensee from and against any third-party claims alleging that the Platform, as provided by ParkingPerks and used in accordance with this Agreement, infringes any third-party intellectual property right.

9.3 Indemnification Procedure

The indemnified party shall: (a) promptly notify the indemnifying party in writing of any claim; (b) grant the indemnifying party sole control of the defense and settlement of the claim; and (c) provide reasonable cooperation at the indemnifying party's expense. The indemnified party may participate in the defense at its own cost with counsel of its choosing.

Part X: Limitation of Liability

10.1 Exclusion of Consequential Damages

In no event shall either party be liable to the other for any indirect, incidental, special, consequential, exemplary, or punitive damages, including lost profits, lost revenue, loss of data, or loss of goodwill, arising out of or related to this Agreement, even if advised of the possibility of such damages.

10.2 Cap on Liability

Except for (a) Licensee's indemnification obligations under Section 9.1, (b) breaches of Section 4 (Consumer Data and Privacy), and (c) willful misconduct or gross negligence, each party's total aggregate liability to the other under this Agreement shall not exceed the total License Fees paid or payable by Licensee to ParkingPerks in the twelve (12) months preceding the event giving rise to the claim.

10.3 Essential Basis

The parties acknowledge that the limitations of liability in this Section reflect a reasonable allocation of risk and are an essential element of the basis of the bargain between the parties. ParkingPerks would not have entered into this Agreement without these limitations.

Part XI: Confidentiality

11.1 Confidential Information

Each party may disclose to the other certain non-public, proprietary, or confidential information ("Confidential Information"), including business plans, pricing, technical specifications, Consumer Data, and platform architecture. Confidential Information does not include information that: (a) is or becomes publicly available through no fault of the receiving party; (b) was known to the receiving party before disclosure; (c) is independently developed by the receiving party without use of Confidential Information; or (d) is required to be disclosed by law or court order.

11.2 Obligations

Each party agrees to: (a) hold the other's Confidential Information in strict confidence; (b) use Confidential Information only to perform its obligations under this Agreement; and (c) disclose Confidential Information only to employees or contractors with a need to know who are bound by confidentiality obligations at least as protective as those in this Agreement.

11.3 Survival

Confidentiality obligations survive termination of this Agreement for a period of three (3) years, except with respect to Consumer Data and trade secrets, which are protected indefinitely.

Part XII: General Provisions

12.1 Governing Law

This Agreement is governed by the laws of the State of Georgia, without regard to its conflict of law principles. Any disputes arising under this Agreement are subject to the exclusive jurisdiction of the state and federal courts located in Atlanta, Fulton County, Georgia.

12.2 Dispute Resolution

Prior to initiating any legal proceeding, the parties agree to attempt to resolve any dispute through good-faith negotiation for a period of 30 days following written notice of the dispute. If the dispute is not resolved through negotiation, it shall be submitted to binding arbitration under the rules of the American Arbitration Association, with proceedings conducted in Atlanta, Georgia in the English language. The arbitrator's award shall be final and binding and may be entered as a judgment in any court of competent jurisdiction. Each party waives any right to a jury trial and the right to participate in any class action proceeding.

12.3 Assignment

ParkingPerks may assign this Agreement freely, including in connection with a merger, acquisition, or sale of substantially all of its assets. Licensee may not assign this Agreement, or any rights or obligations hereunder, without ParkingPerks's prior written consent, which shall not be unreasonably withheld. Any purported assignment in violation of this Section is void.

12.4 Amendment

ParkingPerks reserves the right to update or modify this Agreement at any time. Licensee will be notified of material changes via the email address on file or through the ParkingPerks portal. Continued use of the Platform after the effective date of any amendment constitutes acceptance of the modified Agreement. If Licensee does not agree to a material amendment, Licensee may terminate this Agreement before the amendment takes effect without penalty.

12.5 Entire Agreement

This Agreement, together with any executed Order Form and any incorporated addenda, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior agreements, understandings, negotiations, and representations, whether oral or written.

12.6 Severability

If any provision of this Agreement is found to be invalid or unenforceable, that provision shall be modified to the minimum extent necessary to make it enforceable, and the remaining provisions shall continue in full force and effect.

12.7 Waiver

No failure or delay by either party in exercising any right under this Agreement shall constitute a waiver of that right. No waiver of any breach constitutes a waiver of any subsequent breach.

12.8 Force Majeure

Neither party shall be in default or liable for any delay or failure to perform resulting from causes beyond its reasonable control, including acts of God, natural disasters, war, terrorism, labor disputes, power outages, or government action. The affected party shall provide prompt written notice and use commercially reasonable efforts to resume performance.

12.9 Independent Contractors

The parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, agency, franchise, or employment relationship between the parties. Neither party has authority to bind the other or incur obligations on the other's behalf.

12.10 Notices

All notices under this Agreement shall be in writing and delivered by email (with confirmation of receipt), overnight courier, or certified mail to the addresses specified in the applicable Order Form. Notices to ParkingPerks shall be directed to legal@parkingperks.co.

12.11 Counterparts and Electronic Signatures

This Agreement may be executed in counterparts, each of which constitutes an original. Electronic signatures are valid and binding to the same extent as original signatures under the federal E-SIGN Act and applicable state law.

Exhibit A: Licensee Type Summary

Licensee Type Primary Obligation Data Access Offer Rights Parking Operator QR deployment, rate accuracy, enforcement separation Aggregated location analytics None unless also a Tenant Merchant Property Owner / Landlord Site authorization, signage access, tenant coordination Aggregated location analytics None unless separately enrolled Tenant Merchant Offer accuracy, fulfillment, content compliance Offer redemption analytics only Submit and manage Merchant Offers

Exhibit B: Acceptable Use Policy

All Licensees agree that the following uses of the Platform are strictly prohibited:

  • Submitting false, expired, or misleading Merchant Offers

  • Attempting to access Consumer personal data without authorization

  • Using the Platform to spam, harass, or deceive Consumers

  • Deploying QR codes at unauthorized locations

  • Interfering with any Consumer's ability to opt out of SMS communications

  • Using ParkingPerks branding in any manner not expressly authorized

  • Circumventing or attempting to circumvent any payment or access controls within the Platform

Violations of this Acceptable Use Policy may result in immediate suspension or termination of this Agreement without refund.