Parking Garage Agreement
Host
Host will provide parking services for Plentyi’s customers. The parties agree that Plentyi is responsible for establishing and maintaining an agreement between customers for the parking services, which Host will provide under the terms and conditions of this agreement.
Host shall not discriminate or deny any Plentyi customer services unless it has a material reason to do so, such as where Host reasonably suspects Plentyi customers’ vehicles will cause irreparable damage to its property. In which case, Host must provide Plentyi with 24-hour advance notice of such determination. Following such notice, Host will reasonably coordinate with Plentyi to determine a reasonable solution for the Plentyi customers to continue receiving the services. If the parties determine a Plentyi customer will no longer receive the Host parking services, the fees payable to Host shall be deducted or refunded by Host to represent the removal of such services.
Host may not delegate or assign its responsibilities in this Agreement to a third-party without notice to, and prior consent from, Plentyi.
Communications and Confidentiality.
Plentyi is responsible for serving as a liaison between its customers and Host and facilitating Host’s parking services. Host agrees that Plentyi services and customer information are confidential information, including Plentyi’s technical platform coding and pricing, processes and current and prospective customer lists. Unless agreed otherwise, communications, the identity, payment terms and details of customers, and other arrangements between Plentyi and its customers regarding the Parking Services are confidential information.
Non-Solicitation and Disparagement.
Host shall not inquire into confidential information regarding Plentyi’s services and communications with its customers, and Host shall not directly or indirectly attempt to (i) solicit Plentyi customers to provide services similar to the services Plentyi provides its customers or (ii) develop a business that directly or indirectly competes with the services received by Plentyi, during the Term of this agreement and for a period of one-year thereafter. The parties agree not to disparage the brand or services of the other to Plentyi current or prospective customers.
Reports.
Upon reasonable advance request by Plentyi, Host shall provide Plentyi a report on its customers receiving services from Host, including any:
Customer complaints;
Vehicle or personal incidents, such as vandalism, theft and loss of keys by attendees;
Arrival and departure times, including customer no shows.
Representations.
Host warrants that it:
Has all rights, ownership interests, or authorizations to provide parking services;
Maintains adequate liability insurance to cover incidents occurring within the parking facility. Host will provide Plentyi proof of its insurance coverage upon reasonable advance request;
Shall comply with local laws, ordinances, and safety standards relevant to parking facilities.
Plentyi warrants that it:
Use reasonable best efforts to ensure customers comply with Host’s terms and conditions for the parking services;
Will communicate with Host regarding any conditions or requirements of Plentyi customers which Host must fulfill to the extent commercially reasonable to do so;
Will use best efforts to keep customers informed regarding the material conditions of the parking services which it becomes aware of;
Use best efforts to comply with local laws, ordinances, and safety standards applicable to its services.
Payment Terms.
Payment details are outlined in Host FAQs. Host will not charge any fees, including penalties, to Plentyi customers without Plentyi consent. For the avoidance of doubt, other than fees set, Plentyi shall not be held liable or responsible for any fees involving the provision of Host’s services, including upgrades, overages, cleaning, painting or other costs incurred by Host in providing its services to Plentyi customers.
Term, Suspension and Termination.
This agreement is effective on the date of the last signature below and remain in effect until terminated under the circumstances below:
Either party may terminate this Agreement with 45 days' written notice.
Either party may terminate this Agreement, effective upon written notice to the other party (the “Defaulting Party”), if the Defaulting Party materially breaches this Agreement or violates applicable law, and such breach or violation of applicable or law is incapable of cure; or with respect to a material breach or violation of law capable of cure, the Defaulting Party does not cure such breach or violation of law within 30 days after receipt of written notice of such breach.
Plentyi may suspend this Agreement without fault where Plentyi becomes aware of material safety conditions impacting its customers, including material structural damage, power and energy issues impacting driver visibility, damaged gates and pathways such as stairways and walkways, and non-functional security cameras, alarms, or access controls.
Limitation on Liability and Indemnification.
The parties hereby agree and understand that Plentyi is and shall not be held liable for the availability and conditions of Host’s parking services, including but not limited to any safety hazards or accidents (such as theft or vandalism) to Plentyi customers or third parties caused by Plentyi customers on Host’s property or spaces.
Host agrees to indemnify and hold Plentyi, it partners and its agents harmless from any claims, damages, costs or liabilities arising from the use of the parking services or Host’s breach of this Agreement; any misrepresentation or untrue statement by Host; any acts of fraud, gross negligence or recklessness by Host; or any breach of any promises made directly between Host and Plentyi customers.
Plentyi agrees to indemnify and hold Host harmless from any claims, damages, or liabilities solely arising from Plentyi’s services arising from its gross negligence or material breach of this Agreement.
Arbitration.
Any dispute or claim arising out of or relating to this Agreement shall be settled by Arbitration in the State of New York with said Arbitration location at the sole discretion of Plentyi. The parties shall share equally (50%) all fees and costs, subject to fee-shifting in favor of the prevailing party. All decisions of the arbitrator shall be final, binding, and conclusive on all parties. The arbitration shall be held before one arbitrator under the commercial arbitration rules of the American Arbitration Association (AAA) in force at that time. THIS AGREEMENT PROVIDES THAT ALL DISPUTES BETWEEN PLENTYI AND HOST WILL BE RESOLVED BY BINDING ARBITRATION.
Miscellaneous.
Independent Contractor.
Plentyi’s services to Host are not exclusive. Services provided by either party to the other are in the capacity of an independent contractor and not as an employee or agent of the other.
Governing Law.
This Agreement shall be governed by, construed, and enforced in accordance with the laws of the State of New York. Any legal action, arbitration or other proceeding brought against either party which arises out of or relating to this Agreement, the successful or prevailing party or parties shall be entitled to recover reasonable attorney fees and other costs, in addition to any other relief the court or arbitrator deems necessary or entitled.
Binding Nature
This Agreement constitutes the entire Agreement between all parties pertaining to the subject matter contained within and supersedes all prior and contemporaneous agreements, representations, and understandings of the parties. No supplement, modification, or amendment of this Agreement shall be binding unless executed in writing by all the parties.
Waiver & Severability
No waiver shall be binding unless executed in writing by the party making the waiver. If any provision of this Agreement is declared invalid or unenforceable, in whole or in part, for any reason, it is the intent of the parties that all the other provisions of this Agreement, or portions of them, be construed to remain fully valid, enforceable, and binding on the parties.
Force Majeure
Neither party shall be liable for any delay or failure in performance resulting from acts beyond its control, including fire, earthquakes, cyber-attacks, major traffic disruptions, and floods. In the event of a force majeure event, the impacted party shall notify the other party within ten (10) business days of its knowledge regarding such event.