Terms of Use

BY ACCESSING OR USING OUR WEB SITE(S), SOCIAL MEDIA SITES, MOBILE APPLICATIONS, TELEPHONE AND/OR TEXT MESSAGE SERVICES, PLATFORMS AND/OR OTHERWISE ACCESSING OR USING THE SERVICES WE PROVIDE, YOU AGREE TO BE BOUND BY THESE TERMS OF USE, INCLUDING ALL TERMS INCORPORATED BY REFERENCE.

DO NOT USE OUR SITE(S), MOBILE APPLICATIONS, TELEPHONE AND/OR TEXT MESSAGE SERVICES OR OTHER SPACES SERVICES IF YOU DO NOT AGREE TO ALL OF THESE TERMS.

These Terms of Use are effective as and from 8/1/2020.

1. Contractual Relationship

Thank you for visiting or using the web site(s), social media sites, mobile applications telephone and/or text message services, platforms and/or other services provided by Spaces Operations, LLC and its affiliated entities (referred to herein as “Spaces”; “we”, “us”, “our”). These terms of use (“Terms of Use”) are intended to form a contractual relationship between you and us, and govern your access to and use of our web site located at www.spacesusa.com and any social media sites maintained by us from time to time (together with any subdomains and other related pages, our “Sites”), as well as your access to and use of our services provided via our Sites, or by means of our telephone and/or text message services, or our mobile or other applications that you may download to your computer, mobile phone, tablet or other electronic device (collectively, the “Spaces Services”).

In referring to “you”, or “your” in these Terms of Use, we are referring to you as the individual person accessing the Spaces Services, and also – as and when it may be applicable for the specific parties accessing the Spaces Services – to your company, and in some cases the end user customers of your company. If you are accessing and/or using the Spaces Services on behalf of any entity or end user customers of an entity, you represent and warrant that you are authorized to accept these Terms of Use on such entity’s behalf and on behalf of such end user customers.

Spaces may amend the Terms of Use from time to time and any such amendments will be effective upon posting of such amendments. Your continued access to and/or use of the Spaces Services after such posting constitutes your consent to be bound by these Terms of Use, as amended.

2. Your use of the Spaces Services

What Spaces provides:

The primary nature of the Spaces Services is to provide parties with the ability to access parking related information and services, including without limitation, in order to identify operators of parking facilities, facility locations, assess availability and costs of parking spaces at such facilities, coordinate and manage access to any such parking spaces, as well as pre-book and/or process payments for such parking spaces.

What Spaces does not provide:

Spaces does not:

• Operate a parking facility or otherwise accept custody or possession of any vehicles or other property;
• Accept any responsibility whatsoever regarding the safety of persons or property in the locations selected by our customers.
• Guarantee the availability of a specific parking spot in the location you selected.
• Assume any responsibility whatsoever for the consequences of not being able to park or delays associated with parking.
• Endorse the use of mobile phones or other devices while driving.

While Spaces collaborates with the participating parking facilities that make parking available to you, Spaces does not provide a parking service.  Such parking facilities are owned and operated by independent third parties and are not affiliated with Spaces and are not authorized to act as our agent in any capacity.  Your entry into and use of such parking facilities will be primarily governed by the terms and conditions of entry and use that such facilities specify.  It is the parking facility and its owners and/or operators that are responsible for the terms and conditions of your entry and use of such facilities, including without limitation the safe keeping of your person and property while on the premises.  All of this is outside of the control of Spaces and Spaces is not involved in any such matters.

Your responsibility:

Despite the convenience of the Spaces Services, the decision to make use of any information made available via the Spaces Services remains your sole responsibility. You alone assume any and all risk, liability and/or damage associated with your selection of parking facility, your decision to enter into and/or remain in any such facility and/or that may occur to you or your vehicle or other persons or property. You agree that Spaces is not responsible for any liability, loss, damage, injury, harm or other consequence arising from the parking facilities you may enter or during your use of or presence in such facilities.

You are also responsible for correctly entering, as may be required, the relevant parking facility details, the parking space number, the license plate number of the vehicle you are parking and any other information required, and you acknowledge and confirm your understanding that the allocation of parking spaces within a lot is solely in the control of the third party operator of the parking facility (or uncontrolled if not attended).

Spaces is also not responsible for any fines, parking tickets, penalty notices and the enforcement of vehicle parking related offenses you may incur or receive. You are solely responsible for resolving with the relevant facility operators and/or authorities any issues that you may have regarding the issuance of fines, parking tickets, penalty notices or your vehicle being impounded.

3. Access to the Spaces Services; Eligibility, Registration and Account

One of the services provided as part of the Spaces Services is the SPACESpass™ touchless entry/exit/payment system. With SPACESpass™, parkers can enter/exit parterning parking facilities and pay for parking using a telephone number and/or text message services, and/or by using the SPACES USA proprietary app and related technology.
By dialing the designated telephone number, you agree to receive messages from Spaces via text messages, and to enter your payment information when prompted.

In order to set up the SPACES USA proprietary app and use the more extended features of the Sites and the Spaces Services, you must register for and maintain an active personal user account (“Account”). You must be at least 18 years of age to obtain an Account. Account registration requires you to submit certain personal information, such as your name, address, email address, mobile phone number, and vehicle information, as well as at least one valid payment method (either a credit card or accepted payment partner). You agree to maintain accurate, complete, and up-to-date information in your Account. Your failure to maintain accurate, complete, and up-to-date Account information, including having an invalid or expired payment method on file, may result in your inability to access and use the Sites or the Spaces Services, and may result in the termination of your access to and/or use of the Spaces Services.

You are responsible for all activity that occurs under your Account, and you agree to maintain the security and secrecy of your Account username and password at all times. You further agree promptly to notify us if you discover or otherwise suspect any security breaches related to your Account or otherwise in relation to the Spaces Services. Each account must have a unique email address.

4. Privacy Policy

Please refer to our Privacy Policy at www.spacesusa.com/privacy for information on how we collect, use and share information about our users.

5. User Requirements and Conduct

Using our Sites and the Spaces Services does not give you ownership of any intellectual property rights in our Sites or any material you download, install or otherwise access via the Spaces Services (collectively, the “Spaces Material”).  Spaces hereby grants you a non-exclusive, non-transferable, limited right to access and use the Spaces Material for your own personal or your internal commercial use only.

A lot of the content and services we provide are accessible on mobile devices. You agree that you will not access our Sites nor use any of the Spaces Services in an unsafe manner while operating a motor vehicle or in any way that distracts and/or prevents you or others from obeying traffic and safety laws.

You also agree not to:

• Use the Sites or the Spaces Services in any unlawful manner or in any manner that could damage, disable, overburden or impair the Sites or the Spaces Services;
• Use any robot, spider, crawler, scraper or other automated means or interface not provided by us to access the Spaces Material or to extract data or other material;
• Reverse engineer any aspect of the Spaces Material or do anything that might discover source code or bypass or circumvent measures employed to prevent or limit access to any area, content or code of the Spaces Material (except as otherwise expressly permitted by law);
• Use or attempt to use another’s account without authorization from Spaces;
• Attempt to circumvent any content filtering techniques we employ or access any service or area of the Spaces Material that you are not authorized to access;
• Engage in any harassing, intimidating, predatory or stalking conduct;
• Develop any third-party applications that interact with user content or any aspect of the Spaces Material; or
• “Frame” any aspect of the Spaces Material or otherwise make it look like you have a relationship to us or that we have endorsed you for any purpose.

6. Network Access and Devices

You are responsible for obtaining the data network access necessary to use the Sites and the Spaces Services. Your mobile network’s data and messaging rates and fees may apply if you access or use the Spaces Services from your device, including without limitation with respect to making or receiving telephone calls and/or text messages.
You are also responsible for acquiring and updating compatible hardware or devices necessary to access and use the Spaces Services and applications and any updates thereto. Spaces does not guarantee that the Sites, or any portion thereof, will function on any particular hardware or devices. In addition, the Sites may be subject to malfunctions and delays inherent in the use of the internet and electronic communications.

7. Pricing and Availability

Spaces does not set the parking prices, operate the parking facilities or determine parking availability. All prices are shown in U.S. dollars; taxes are included unless otherwise noted; any applicable oversize vehicle fee is included in the displayed rate unless specifically broken out; convenience fees are additional. Rates quoted on our Sites are for the specific vehicle, arrival time and duration selected; any changes to those parameters can change the ultimate rate charged. All parking spaces are subject to availability as determined by the parking facility. All prices are subject to change without notice and you agree that taxes may be adjusted from the amount shown on the Sites. Prices displayed on the Sites may vary from those in the facility or from facility-advertised prices.

8. Agreement to Conduct Transactions Electronically; Copies

You agree that all of your transactions with or through the Sites or otherwise by means of the Spaces Services, may be conducted electronically from start to finish. If we decide to proceed non-electronically, those transactions will still be governed by these Terms of Use unless you enter into different terms provided by us. You are responsible to print or make an electronic a copy of these Terms of Use and any other contract or disclosure that we are required to provide to you.

9. Payment; Credit for Refunds

You agree to pay all fees and charges for the Spaces Services provided to you including without limitation applicable taxes. All fees and charges are due immediately and payment will be facilitated by Spaces using the preferred payment method designated by you. By submitting your payment, you represent and warrant that you are authorized to use the designated card or other payment method and authorize us to charge your payment (including taxes, convenience fees, and any other amounts described on the Sites) to that card or other payment method. If the card (or other payment method) cannot be verified, is invalid, or is not otherwise acceptable, you will be required to pay us directly. Any refunds will be credited to the same card or, in our discretion, other method. All fees and charges paid by you are final and non-refundable, unless otherwise determined by Spaces.
After you have received services obtained through your use of the Spaces Services, Spaces will also facilitate your payment of the applicable charges to the parking facility.
If in good faith you dispute any amount charged to you, you must provide us written notice of the dispute, the identity of the applicable parking facility, if relevant, within thirty (30) days of the amount being billed. You agree to pay any undisputed portion of any such amount and will reimburse us for all costs of collection, including reasonable attorneys fees and expenses. You will also pay interest on all amounts not paid when due at the rate of 1.5% per month, or the highest lawful rate allowable, if less.
Spaces may use the services of one or more third parties for credit card processing or other payment management services.

10. Promotional Codes

Spaces may create promotional codes (“Promo Codes”) from time to time, that may be redeemed for parking discount or Account credit. You agree that Promo Codes: (i) must be used for the intended audience and purpose, and in a lawful manner; (ii) may not be duplicated, sold or transferred in any manner, or made available to the general public (whether posted to a public form or otherwise), unless expressly permitted by Spaces; (iii) may be disabled by Spaces at any time for any reason without liability to Spaces; (iv) may only be used pursuant to the specific terms that Spaces establishes for such Promo Code; (v) are not valid for cash; and (vi) may expire prior to your use. Spaces reserves the right to withhold or deduct credits or other features or benefits obtained through the use of Promo Codes by you or any other user in the event that Spaces determines or believes that the use or redemption of the Promo Code was in error, fraudulent, illegal, or in violation of the applicable Promo Code terms or these Terms.

11. Ownership of the Sites

All intellectual property rights in the Sites and related content is property of Spaces. The Sites and their entire contents, features, and functionality (including but not limited to all information, software, code, text, displays, images, graphics, artwork, photographs, video and audio, and the design, selection and arrangement thereof) are owned by Spaces or its licensors and are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws. Except with respect to the limited license expressly stated in these Terms of Use, no ownership interest is transferred to you or any other entity by virtue of your use of the Sites.
You may not copy, reproduce, download, upload, post, broadcast, transmit, distribute, publish, republish, create a hyperlink to, frame, or otherwise use any information or content provided on the Sites in any form or by any means, or by any information storage or retrieval system for any commercial purpose without the express written permission of Spaces.
Without limiting the generality of the foregoing, “Spaces”, “SPACESpass™”, the Spaces logo and other Spaces product or service names, logos, slogans or other brand identifiers that may appear on the Sites are trademarks, service marks or other property of Spaces and may not be copied, imitated or used, in whole or in part, without the prior written permission of Spaces or the applicable trademark holder. You may not use any metatags or any other “hidden text” utilizing “Spaces” or any other name, trademark or product or service name of Spaces without our prior written permission. In addition, the look and feel of the Sites, including all page headers, custom graphics, button icons and scripts, is the service mark, trademark and/or trade dress of Spaces and may not be copied, imitated or used, in whole or in part, without our prior written permission. All other trademarks, registered trademarks, product names and company names or logos mentioned in the Sites are the property of their respective owners. Reference to any products, services, processes or other information, by name, trademark, manufacturer, supplier or otherwise does not constitute or imply endorsement, sponsorship or recommendation by Spaces.
If you believe that anything on the Sites infringes upon any trademarks, copyright or other rights which you own or control, you may file a notification of such infringement with us.

12. Third Party Services and Content

The Sites may be made available or accessed in connection with third party services and content (including advertising) that Spaces does not control. Spaces may also use from time to time the services of other third party providers such as credit card and other payment processing providers, telephone and/or text message services and other services providers.
You acknowledge that different terms of use and privacy policies may apply to your use of such third party services and content. Spaces does not endorse such third party services and content and in no event shall Spaces be responsible or liable for any products or services of such third party providers.
Except as expressly provided, the Sites, Site content, user content and services provided on or in connection with the Sites (collectively, “Complete Site”) are provided on an “AS IS” and “WITH ALL FAULTS” basis without representations, warranties or conditions of any kind, either express or implied. WITHOUT LIMITING THE FOREGOING, SPACES ASSUMES NO RESPONSIBILITY, AND SHALL NOT BE LIABLE FOR (I) ANY ERRORS OR OMISSIONS IN THE CONTENT ON THE SITES, (II) DAMAGE TO OR VIRUSES THAT MAY INFECT YOUR COMPUTER EQUIPMENT OR OTHER PROPERTY ON ACCOUNT OF YOUR USE OF THE SITES OR YOUR DOWNLOADING OF ANY TEXT, IMAGES OR OTHER CONTENT FROM THE SITES, OR (III) ANY DAMAGE ARISING IN CONNECTION WITH ANY FAILURE OF PERFORMANCE, INTERRUPTION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, OR LINE OR SYSTEM FAILURE.

13. Limitation of Liability

IN NO EVENT SHALL SPACES, ITS DIRECTORS, MEMBERS, EMPLOYEES OR AGENTS BE LIABLE FOR ANY DIRECT, SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES, LOSS OF USE, LOSS OF PROFITS, ANTICIPATED SAVINGS, LOSS OF DATA OR ANY OTHER DAMAGES OF ANY KIND, WHETHER IN AN ACTION IN CONTRACT, TORT (INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE) OR OTHERWISE, ARISING OUT OF OR IN ANY WAY CONNECTED TO THE USE OF, OR INABILITY TO USE, THE COMPLETE SITE, INCLUDING WITHOUT LIMITATION ANY DAMAGES CAUSED BY OR RESULTING FROM RELIANCE BY THE USER ON ANY INFORMATION OBTAINED FROM SPACES, OR THAT RESULT FROM MISTAKES, OMISSIONS, INTERRUPTIONS, DELETION OF FILES OR EMAIL, ERRORS, DEFECTS, VIRUSES, DELAYS IN OPERATION OR TRANSMISSION OR FAILURE OF PERFORMANCE, WHETHER OR NOT RESULTING FROM ACTS OF GOD, COMMUNICATIONS FAILURE, THEFT, ACCIDENTS, DESTRUCTION OR UNAUTHORIZED ACCESS TO SPACES’ RECORDS, PROGRAMS OR SERVICES. IN NO EVENT SHALL THE AGGREGATE LIABILITY OF SPACES, WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE, WHETHER ACTIVE, PASSIVE OR IMPUTED), PRODUCT LIABILITY, STRICT LIABILITY OR OTHER THEORY, ARISING OUT OF OR RELATING TO THE USE OF OR INABILITY TO USE THE SITES EXCEED ANY COMPENSATION YOU PAY, IF ANY, TO SPACES FOR ACCESS TO OR USE OF THE COMPLETE SITE. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OF LIABILITY IN CONTRACTS WITH CONSUMERS, SO SOME OR ALL OF THESE LIMITATIONS OF LIABILITY MAY NOT APPLY TO YOU.

14. Indemnity

You agree to indemnify and hold Spaces and its officers, directors, employees, and agents harmless from any and all claims, demands, losses, liabilities, and expenses (including attorneys’ fees), arising out of or in connection with: (i) your use of the Sites or services obtained through your use of the Sites; (ii) your breach or violation of any of these Terms of Use; (iii) Spaces’ use of your user content; or (iv) your violation of the rights of any third party, including third party providers.

15. Release

You release Spaces and our manager(s), officers, member(s), employees, agents, representatives and licensors from any and all claims, demands, losses and damages of every kind and nature, whether known or unknown, arising out of or in any way relating to the Sites, your use of the Sites, other users’ use of the Sites and any dispute or defense you have or claim to have against us or one or more users of the Sites.

16. Applicable Law and Venue

These Terms of Use and your use of the Sites and the Spaces Services will be governed by and construed in accordance with the laws of the State of New York. You agree that any action at law or in equity arising out of or relating to these Terms shall be filed only in the state and federal courts located in New York, New York and you hereby irrevocably and unconditionally consent and submit to the exclusive jurisdiction of such courts over any suit, action or proceeding arising out of these Terms of Use.

17. Termination

Notwithstanding any of these Terms of Use, Spaces reserves the right, without notice and in its sole and absolute discretion, to terminate or suspend your use or access to the Sites, or any portion of the Sites, and to block or prevent your future access to and use of the Sites or any portion of the Sites.

18. Severability

If any provision of these Terms of Use shall be deemed unlawful, void or for any reason unenforceable, then that provision shall be deemed severable from these Terms of Use and shall not affect the validity and enforceability of any remaining provisions.

19. Entire Agreement

These Terms of Use and our Privacy Policy at www.spacesusa.com/privacy constitute the sole and entire agreement between you and Spaces with respect to the Sites and all services provided through the Sites and supersede all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral.

20. Your Comments and Concerns

All feedback, comments and other communications relating to the Sites or the Spaces Services should be directed to: [email protected].