OWNER/MANAGER SERVICES AGREEMENT
GRYD DIGITAL MEDIA LTD.
– and –
WHEREAS GrydPark operates an online marketplace that enables registered property owners (“Owners”), their property managers (“Property Managers”) and/or the tenants of an Owner or Property Manager (“Tenants”) who offer parking spot(s) (each a “Spot”) for rent (the “Parking Services”) to publish and offer such Parking Services on the GrydPark Platform (“Spot Offerings”) and to transact directly with users that are seeking to book such Parking Services (users using Parking Services are referred to as “Parkers”) in accordance with certain Terms of Service in effect as of the date hereof and located at https://parkwithgryd.com/terms-of-service/ (the “Terms of Service”);
AND WHEREAS the Registrant wishes to register as an Owner or Property Manager to enable the Registrant to publish Spot Offering directly and/or to enable the Tenants of the Registrant to publish Spot Offerings on the GRYD Platform in accordance with the Terms of Service;
AND WHEREAS the Registrant’s use of the GrydPark Platform shall be subject to the terms and conditions set forth herein;
AND WHEREAS any capitalized terms not otherwise defined herein shall have the meaning ascribed to them in the Terms of Service,
IN CONSIDERATION of the mutual covenants hereinafter contained, the parties hereby agree as follows:
1. During the term of this Agreement, the Registrant may, through the GrydPark Platform, publish Spot Offerings directly and/or allow its Tenants to publish Spot Offerings on the GRYD Platform in accordance with the Terms of Service.
2. In order to access and use the GrydPark Platform, the Registrant must register and maintain an account (the “GrydPark Account“). The Registrant must provide accurate, current and complete information when registering a GrydPark Account and keep its GrydPark Account information up-to-date and accurate at all times.
3. The Registrant agrees that it is solely responsible for monitoring and managing any access or use of its GrydPark Account by any individuals that it has granted access including, without limitation, its employees or agents. Without limiting the generality of the foregoing, the Registrant is responsible for restricting or terminating any individual’s access where that individual is no longer employed by the Registrant or is otherwise restricted from accessing the Registrant’s GrydPark Account. GrydPark shall not be responsible for any unauthorized access or use of the Registrant’s GrydPark Account or the GrydPark Platform resulting from the Registrant (or its employees or agents) providing access or password credentials to any person.
4. GrydPark shall provide the Registrant with monthly statements containing details of the activity on the Registrant’s GrydPark Account for the preceding month. Monthly statements shall be made available through the GrydPark Platform or through such other medium and in such format GrydPark may determine from time to time.
TERMS OF SERVICE
5. In addition to the terms and condition of this Agreement, your use of the GrydPark Platform is subject to the Terms of Service as amended or updated from time to time. In the event of any inconsistency between this Agreement and the Terms of Service, the terms of this Agreement shall apply.
REPRESENTATIONS AND WARRANTIES
6. The Registrant represents and warrants and so long as this Agreement remains in effect shall be deemed to continuously represent and warrant that:
a. the Registrant has full authority to list any Spots being listed by it directly on the GrydPark Platform and that it has exclusive use of any such Spots for the entirely of any periods during which it has made the Spot are available for booking;
b. the Owner has beneficial ownership of the property or facility where the Spot(s) are situated and all necessary rights of ingress and egress from and to the Spots (“Access Rights”) and that such Access Rights shall extend to any Parkers;
c. where this Agreement is entered into by a Property Manager, that the Registrant has full authority to enter into this Agreement as agent for and on behalf of the Owner and that upon execution of this Agreement, the obligations of the Registrant hereunder shall be binding obligations of the Owner;
d. any Spot Offering offered by a Registrant and the performance by the Registrant and the Parker of their respective obligations under the Parking Spot Rental Agreement in connection with any Spot Offering will (i) not breach any agreements the Registrant (and the Owner, if applicable) has entered into with any third parties or the Facility Rules, and (ii) comply with all applicable laws, Tax requirements, and other rules and regulations.
e. it has obtained any and all consents, permits, licenses or approvals necessary to offer any Spot Offering or to perform its obligations under the Parking Spot Rental Agreement in connection with any Spot Offering or Parking Services.
f. it has obtained all necessary consents to be and remain in compliance with, and will in all other respects perform its obligations under the Parking Spot Rental Agreement in compliance with, An Act to promote the efficiency and adaptability of the Canadian economy by regulating certain activities that discourage reliance on electronic means of carrying out commercial activities, and to amend the Canadian Radio-television and Telecommunications Commission Act, the Competition Act, the Personal Information Protection and Electronic Documents Act and the Telecommunications Act, S.C. 2010, c. 23 (“CASL“). Without limiting the generality of the foregoing, compliance with CASL requires, among other things, the Registrant, as a person who sends a commercial electronic message (each, a “CEM“) in respect of the GrydPark Platform, to: (i) obtain the recipient’s consent to receive the CEM; or (ii) confirm that consent to send the CEM to the recipient can be implied; or (iii) confirm that the CEM is either not subject to CASL, or that the CEM may be sent to the recipient pursuant to an exemption to consent, under CASL. Additionally, all CEMs sent by the Registrant in respect of the Grydpark Platform shall contain: (i) identification information; and (ii) an unsubscribe mechanism, to the extent required by CASL.
7. The Registrant agrees to indemnify, hold harmless and defend, GrydPark, and its successors, assigns, predecessors and affiliates and each of the respective present and former shareholders, directors, officers, employees and agents of each of the foregoing (all of whom are collectively included in the term “Releasees”) and to release the Releasees from any and all liability for any loss, damage, expense or injury, DUE TO the Registrant: (i) breaching any warranty set out in paragraph 6 above; or (ii) not being compliant with CASL, including in both cases, without limitation, any and all actual or threatened claims, demands, actions, causes of action, liabilities, losses, damages, fines, penalties (including, without limitation, administrative monetary penalties), costs and expenses (including, without limitation, legal fees on a solicitor-and-own client basis, investigation fees and disbursements).
8. The provisions of Sections 6 and 7 shall survive the termination of this Agreement, shall enure to the benefit of the Releasees, and shall be binding upon the Registrant, as well as the heirs, successors, permitted assigns and legal personal representatives (as the case may be) of the Releasees and the Registrant.
MANAGEMENT OF TENANTS
9. The Registrant covenants and agrees to immediately notify GrydPark in the event any Tenant listed on its GrydPark Account no longer has a lease or license to use any Spots previously leased or licensed from it.
10. The Registrant further agrees to immediately notify GrydPark in the event a Spot directly offered by it (and not through a Tenant) is no longer or will no longer be available for bookings.
BOOKINGS AND USE OF THE GRYDPARK PLATFORM
11. The Registrant covenants and agrees that when creating or posting any Spot Offering, it will (i) provide complete and accurate information about the Spot (such as Spot description and location); (ii) disclose any rules, restrictions, limitations or other deficiencies that may apply to the Spot of the Parking Services (including Facility Rules); and (iii) provide any other pertinent information as may be required or requested by GrydPark from time to time. The Registrant is responsible for keeping its Spot Offering information accurate and up-to-date at all times.
12. GrydPark shall be responsible for setting the amount of any booking fees for Spot Offerings at its sole discretion. GrydPark may consult with the Registrant regarding the amount of booking fees for Spot Offerings provided that GrydPark is not obligated to rely on any such recommendations. The Registrant’s entitlement to a portion of booking fees collected by GrydPark from the Parker. In the case of a vacant parking spot managed by the property manager, the Registrant will be entitled to 70% of booking fees with the exception of the service fee. In the case of a tenant managed parking spot the Registrant will be entitled to 35% of booking fees with the exception of the service fee. This fee structure may be amended from time to time, subject always to the terms and conditions (including with respect to any additional fees, charges or withholdings) of this Agreement and the Terms of Service.
13. The Registrant covenants and agrees that any terms and conditions included in the Registrant’s Spot Offerings or applicable to its provision of Parking Services shall not conflict with these Terms of Service or the Parking Spot Rental Agreement.
14. When a booking is made by a Parker, the Registrant is entering into a legally binding agreement with the Parker on the terms and conditions of the Parking Spot Rental Agreement and the Registrant is required to provide its Parking Services to the Parker in accordance with the terms thereof. The Registrant authorizes GrydPark to withhold any applicable Service Fees, Chargebacks and any applicable Taxes, which will be collected pursuant to the Terms of Service.
15. The Registrant covenants and agrees that, during the term of this Agreement and for a period of one (1) year following the termination of this Agreement, it shall not engage or conclude any contract with any third party for (i) the provision of parking services by the Registrant or rental of its parking spots other than through the GrydPark Platform or in the ordinary course of the Registrant’s business; or (ii) the marketing or offering of the Registrants parking spots or parking services or for any other services similar to the services being provided to the Registrant by GrydPark under this Agreement and through the GrydPark Platform.
16. Either the Registrant or GrydPark may terminate this Agreement by providing the other party thirty (30) days’ written notice.
17. Either the Registrant or GrydPark may terminate this Agreement immediately by providing written notice to the other party if the other party becomes insolvent or becomes subject to any proceeding under bankruptcy or insolvency law.
18. GrydPark may terminate this Agreement immediately if the Registrant breaches the terms of this Agreement or the Terms of Service.
19. In the event this Agreement is terminated for any reason:
a. both parties will remain liable for all amounts due under this Agreement or the Terms of Service up to and including the date of termination (or amounts owing under any provisions of this Agreement or the Terms of Service which are intended to survive termination of this Agreement including, but not limited to, paragraphs 44-47, 52-57 and 72-79 of the Terms of Service);
b. GrydPark shall be entitled to temporarily or permanently suspend the Registrant’s GrydPark Account and cancel and of the Registrant’s confirmed bookings.