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Q ParkMobile
<br />SCHEDULE 1:
<br />CLIENT GENERAL TERMS & CONDITIONS
<br />SERVICES
<br />1.1 General. During the term, ParkMobile will provide the
<br />Services to Client in accordance with the terms and 2.3
<br />conditions of this Agreement.
<br />1.2 Launch Date. The parties will mutually agree upon the
<br />launch date for the Services.
<br />1.3 ParkMobile Application. On and after the launch date,
<br />Client's Parking Locations, along with associated Parking
<br />Information, will be made available to the general public
<br />through the ParkMobile Application.
<br />1.4 Parking Management Services. Subject to the license
<br />granted In Section 2, Client will be provided access to the
<br />Platform to manage Client's Parking Locations and
<br />associated Parking Information.
<br />1.5 Parking Locations. The parties agree that ParkMobile
<br />does not own, operate, manage, or maintain any Parking
<br />Location. Client agrees that ParkMobile is not responsible
<br />for the condition or operation of any Parking Location,
<br />including, but not limited to, the operation of third -party
<br />hardware and/or software -based solutions used by Client at
<br />the Parking Location or for the delivery and/or fulfillment of
<br />parking or other services at the Parking Location.
<br />1.6 Publicity of Services. Each party will use commercially
<br />reasonable efforts to market the Services throughout the
<br />Term. All brochures and promotional material to be
<br />distributed by Client will be in a form mutually agreed upon 2.4
<br />by the parties, which will not be unreasonably withheld or
<br />delayed.
<br />1.7 Exclusivity. Throughout the term, the parties agree that
<br />ParkMobile will be the exclusive provider of electronic
<br />payment parking services for Client.
<br />2.5
<br />1.8 PCI DSS. ParkMobile has obtained, and will continue to
<br />maintain throughout the term, Payment Card Industry —
<br />Data Security Standard (PCI DSS) certification.
<br />1.9 Online Client General Terms & Conditions. The parties
<br />agree that this Agreement supersedes the Client General
<br />Terms and Conditions that is publicly available at
<br />https://2arkmobile.io/client-terms with respect to the 2.6
<br />Services provided under this Agreement.
<br />2. ACCESS & USE OF PLATFORM
<br />2.1 Provision of Access. Subject to and conditioned on
<br />Client's and its Authorized Users' compliance with the terms
<br />and conditions of this Agreement, all applicable laws and
<br />regulations, and Client's payment of fees, ParkMobile
<br />grants Client a non-exclusive, non -transferable right to
<br />access and use the Platform during the Term. Such use is
<br />limited to Client's internal use. ParkMobile will provide
<br />Client the Access Credentials within a reasonable time
<br />following the Effective Date.
<br />2.2 Documentation License. ParkMobile hereby grants to
<br />Clients non-exclusive, non-sublicensable, non -transferable
<br />license to use the Documentation during the Term solely for
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<br />ParkMobile Service Agreement
<br />Client's internal business purposes in connection with its
<br />use of the Services.
<br />Use Restrictions. Client will not, directly or indirectly, and
<br />will not permit any third party to, access or use the Platform
<br />except as expressly permitted by this Agreement. For
<br />purposes of clarity and without limiting the generality of the
<br />foregoing, Client shall not, except as this Agreement
<br />expressly permits: (a) copy, modify, or create derivative
<br />works of the Platform or Documentation, in whole or in part;
<br />(b) rent, lease, copy, lend, sell, sublicense, assign,
<br />distribute, publish, transfer, or otherwise make available the
<br />Platform or Documentation to any person or entity; (c)
<br />reverse engineer, disassemble, decompile, decode, adapt,
<br />or otherwise attempt to derive or gain access to any
<br />software component of the Platform, in whole or in part; (d)
<br />bypass or breach any security device or protection used by
<br />the Platform or access or use the Platform other than by an
<br />Authorized User through the use of his or her own then valid
<br />Access Credentials; (e) remove any proprietary notices
<br />from the Platform or Documentation; (f) use the Platform or
<br />Documentation in any manner or for any purpose that
<br />infringes, misappropriates, or otherwise violates any IP
<br />Right or other right of any person, or that violates any
<br />applicable law; (g) upload invalid data, malware, or other
<br />software agents through the Platform; or (h) use the
<br />Platform for any purpose beyond the scope of the access
<br />granted in this Agreement.
<br />Reservation of Rights. Nothing in this Agreement grants
<br />any right, title, or Interest in or to (including any license
<br />under) any IP Rights in or relating to, the Services, whether
<br />expressly, by implication, estoppel, or otherwise. All right,
<br />title, and interest in and to the Services are and will remain
<br />with ParkMobile.
<br />Changes. ParkMobile reserves the right, in its sole
<br />discretion, to make any changes to the Services that it
<br />deems necessary or useful to: (a) maintain or enhance: (1)
<br />the quality or delivery of ParkMobile's services to its
<br />customers; (ii) the competitive strength of or market for
<br />ParkMobile's services; or (iii) the Services' cost efficiency or
<br />performance; or (b) to comply with applicable law.
<br />Suspension or Termination of Services. Notwithstanding
<br />anything to the contrary in this Agreement, ParkMobile may
<br />suspend, terminate, or otherwise Client's, any Authorized
<br />User's, or any other person's access to or use of all or any
<br />part of the Services, without incurring any resulting
<br />obligation or liability, if: (a) ParkMobile receives a judicial or
<br />other governmental demand or order, subpoena, or law
<br />enforcement request that expressly or by reasonable
<br />implication requires ParkMobile to do so; or (b) ParkMobile
<br />believes, in its good faith and sole discretion, that (i) Client
<br />or any Authorized User has failed to comply with any
<br />material term of this Agreement, or accessed or used the
<br />Services beyond the scope of the rights granted or for a
<br />purpose not authorized under this Agreement; (ii) Client or
<br />any Authorized User is, has been, or is likely to be using the
<br />Services for fraudulent, misleading, or unlawful activities;
<br />
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