End-User License Agreement -- Pi Alley App

Pi Alley Parking Garage END USER LICENSE AGREEMENT 

Welcome to Pi Alley. Please note that each of our website and smartphone applications are provided solely to assist customers in access to and from the Pi Alley Parking Garage and paying for parking, and for no other purposes. 

This Pi Alley End User License Agreement (this “EULA”) applies to any and all use of (1) the Pi Alley- branded application made available for your mobile or other device (each, a “Pi Alley Application) and (2) any other services or features made available by Pi Alley through the Pi Alley Site or any Pi Alley Application. Together, the items in (1) through (2) are referred to herein as the “Services”. 

In this EULA, “Pi Alley” and “we” mean 275 Washington Street Corp., a Massachusetts corporation, and “User” and “you” mean any user of the Services. This EULA incorporates Pi Alley’s standard policies, procedures and terms and conditions for use of the Services that are referenced by name or by links in this EULA (collectively, the “Pi Alley Policies”). 

By accessing or using the Services or clicking “accept” or “agree” to this EULA, (1) you acknowledge that you have read, understand and agree to be bound by this EULA, and (2) you represent and warrant that you are of legal age and are not prohibited by law from accessing or using the Services. THIS EULA CONTAINS, AMONG OTHER THINGS, AN ARBITRATION PROVISION CONTAINING A CLASS ACTION WAIVER. PLEASE SEE SECTION 28 FOR MORE INFORMATION. 

Pi Alley may update or revise this EULA (including any Pi Alley Policies) from time to time without any prior notice to User. Those changes may take effect immediately upon posting on the Pi Alley Site [or notice through the Pi Alley Application]. You agree that you will review this EULA periodically. You are free to decide whether or not to accept a modified version of this EULA, but accepting this EULA, as modified, is required for you to continue using the Services. If you do not agree to the terms of this EULA or any modified version of this EULA, your sole recourse is to immediately terminate your use of the Services, in which case you will no longer have access to your Account (as defined below). Except as otherwise expressly stated by Pi Alley, any use of the Services is subject to the version of this EULA in effect at the time of use. 

Part I – Parking Services 

1. Parking Rights. The use of the Pi Alley App grants the user a license to park at the Pi Alley Garage, conditioned on the timely payment of parking fees and any additional charges that may be due, and compliance with these Rules and Regulations, as amended from time to time. 

2. Opening an Account. The Pi Alley App User must download and install the Pi Alley App (“User Account”). User must update the User Account information. BY DOWNLOADING THE APP, YOU ACKNOWLEDGE AND AGREE THAT YOU HAVE READ, UNDERSTAND AND AGREE TO BE BOUND BY THESE TERMS AND CONDITIONS (THESE "TERMS AND CONDITIONS"). You agree that all information which you provide through the App in connection with creating your User Account or otherwise is current, accurate and complete. You are solely responsible for all activity that occurs with respect to your User Account. You are solely responsible for maintaining the confidentiality of your User Account and keeping the username and password to your User Account secure. You agree to notify us immediately of any security breach or unauthorized use of your User Account. We will not be liable for any costs, losses, claims or damages that you or any third party incur which are directly or indirectly caused by any unauthorized use of your User Account. You agree to never use another party's User Account without such party's express written authorization. 

3. Pi Alley App. The Pi Alley App is a prepaid parking program allowing access to and from the Garage. The Pi Alley App will be active upon the applicant's (i) registration on the app, and (ii) payment of the initial prepaid parking fee. By downloading the App, you agree that you will (i) comply with all of these Terms and Conditions, and (ii) not violate our rights or the rights of any other person or entity. We do not warrant that use of the App will not infringe the rights of third parties. 

4. Payments. The Pi Alley App is a stored value system used for parking at the Pi Alley Garage. You are responsible for all charges, fees, duties, taxes, and assessments arising from your use of the App. Upon each payment made by the App user, we will credit the App user’s account, by that amount. Payments to the account have value only towards parking and are NOT REFUNDABLE. All payments will be by credit card. We may charge a service fee as compensation for facilitating the parking. The amounts paid to the us in connection with your use include all anticipated applicable taxes. 

5. Parking. The App user shall use the app to enter and exit the Garage, and we shall deduct the appropriate parking charges from the App user’s account. The parking charges applicable to the App user shall be those charges displayed in the app. The maximum parking charges payable by the App user for the use of the Garage during any one day (5am to 5am) (regardless of the number of entries and exits) shall be the displayed maximum daily amount in the app. The App cannot be used in conjunction with other discounts or discount coupons. If the App user has authorized the Operator to make automatic credit card withdrawals, such withdrawals shall be made in accordance with the provisions of this Information Form and these Terms and Conditions. The App user agrees to use the Garage in a safe and lawful manner and in accordance with any rules and regulations issued by the Corporation. In no event will the Corporation be responsible for any losses or damages incurred by any party by any reason of an App user’s inability to use the Garage. The App user is required to use the App to enter and exit the garage. App users who take a ticket at the entrance will be required to pay the rate posted at the garage at the exit using the ticket. It is the responsibility of the App user to update its billing information and monitor their balance on the App to ensure funds are available for parking fees. 

6. License to Park. Timely payment of parking fees shall grant to the App user a license to park in the Garage; no bailment relationship shall be created. Neither the Corporation nor the Operator shall be responsible or liable for damage to or theft of any vehicle or its contents while located in the Garage, or for injuries suffered by any person while using the Garage. 

7. Trademarks. Names, titles, trademarks, service marks, and logos (collectively, the "Trademarks") displayed on the App are our registered and/or unregistered common law trademarks. Nothing contained in the App should be construed as granting, by implication or otherwise, any license or right to use any Trademark displayed on the App without our express written permission or that of the appropriate third party that owns the Trademark. Except as permitted by these Terms and Conditions, any unauthorized use of the Trademarks is prohibited. 

8. Expiration, Termination. If an App user makes or authorizes no payment to its account for one year, or the App is not used for parking for one year, the parking value shall expire. No refunds of an unused Credit Amount shall be available at any time, except as provided in the next sentence. We may terminate use of the App at any time upon thirty (30) days notice to the App user, and the App user shall be entitled to a refund in the amount of the unused Credit Amount at the time of the App user’s most recent payment. In addition, we may terminate the Tag immediately without notice in the event that the App user fails to comply with any of these Terms and Conditions, or if in our sole discretion, the App user's use of the App or the Garage is improper. 

9. No Assignment. The App user may not assign, transfer or sell the App or any parking privileges associated therewith. 

10.Use of the Garage. Operator may establish operating rules relating to proper use of the Garage. An App user must comply with such operating rules, these Terms and Conditions and other applicable laws and regulations, and shall follow safe driving practices at all times while in the Garage. 

11. No Commercial Use. The Pi Alley App may be used only to park a passenger car, van or light truck having a maximum height no greater than the maximum height posted and of such length and width such that it fits within a conventional parking space. The Garage may not be used for parking commercial vehicles or as a staging area for commercial transportation, delivery or other services, except with Operator's prior written consent. 

12. No Storage, Abandonment. The Garage may not be used for storage of vehicles or other equipment. Any vehicle or equipment remaining in the Garage for more than thirty (30) calendar days shall be deemed abandoned and may be removed from the Garage, in which event neither Operator nor the Garage owner shall have any liability to any person for loss or damage on account of such removal. All costs incurred in removing and storing any such abandoned vehicle or equipment shall be reimbursed by the Tag holder upon being billed therefore by Operator. 

13. Personal Information. We may collect and store personal information from you, including, but not limited to, the following information (collectively, together with any other information the Company may collect in relation to your use of the Site, "Personal Information"): 

• email address, phone number and physical contact information; 

• vehicle information such as license plate information, make/model/year of your vehicle; 

• depending on the service used, sometimes financial information, such as credit card or bank account numbers; 

• Information you submit when creating or using your User Account, including user login and password information; 

• the location and IP address from which you access the App; 

• the name of the domain from which you access the internet; 

• the type of device, browser and operating system used to access the App; 

• the date and time you access the App, duration and stop time of such access; 

• the information about any person or entity from whom you were referred; 

• the pages, files, documents and links that you visit; 

• the internet address of the website from which you linked to the App; and 

• any other information about your visit to the App, Reservations you make or use of the App generally. 

Some Personal Information may be automatically gathered so that we can monitor the use of the App in order to make improvements and better serve vis. 

14. General Disclaimers. WE ASSUME NO RESPONSIBILITY, AND SHALL NOT BE LIABLE FOR (I) ANY ERRORS OR OMISSIONS IN THE CONTENT OF THE APP, (II) DAMAGE TO OR VIRUSES THAT MAY INFECT YOUR COMPUTER EQUIPMENT OR OTHER PROPERTY ON ACCOUNT OF YOUR USE OF THE APP, OR (III) ANY DAMAGE ARISING IN CONNECTION WITH ANY FAILURE OF PERFORMANCE, INTERRUPTION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, OR LINE OR SYSTEM FAILURE. 

15. Limitation of Liability. WE, OUR AFFILIATES, MEMBERS, MANAGERS, OFFICERS, EMPLOYEES, AGENTS AND REPRESENTATIVES WILL HAVE NO LIABILITY FOR ANY DAMAGES, INCLUDING, WITHOUT LIMITATION, DIRECT, INDIRECT, CONSEQUENTIAL, COMPENSATORY, SPECIAL, PUNITIVE, OR INCIDENTAL DAMAGES (EVEN IF THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES) ARISING OUT OF OR RELATING TO THE USE OF, RELIANCE ON OR INABILITY TO USE THE APP. PLEASE NOTE THAT YOUR USE OF THE APP IS AT YOUR SOLE RISK. 

Part III – Terms for All Services 

1. Your Account. You may, but in some circumstances are not required to, create an account with Pi Alley through the Pi Alley Site and Pi Alley Applications (“Account”) in order to use the Parking Services. When registering for an Account, you must provide true, accurate, current and complete data about yourself on the Pi Alley registration form (“Registration Data”). You also agree to promptly update the Registration Data to keep it true, accurate, current and complete. You are solely responsible for maintaining the confidentiality of your Account and the information in your Account, and you are solely responsible for all use of your Account, whether or not authorized by you. You agree to immediately notify Pi Alley of any unauthorized use of your Account or any other breach of security related to your use of the Services. 

2. Communications from Pi Alley. The Pi Alley Applications may use GPS locator capabilities to 

identify your location at the time of use. Pi Alley may send you SMS text messages to provide you information regarding the Services or as otherwise described in our privacy policy. You hereby expressly consent to receiving such SMS text messages. The communication standards for the Services include, but are not limited to: SMS, GPS, and web-based browser technology. In order to use the SMS-based Services, you must maintain an active account with a carrier of electronic communications through mobile devices and you may not use a prepaid cellular phone to access the Services. 

3. Technical Requirements. Use of the Services requires Internet access through your computer or mobile device. You are responsible for all mobile carrier charges resulting from your use of the Services, including from any notifications provided by the Services. Pi Alley does not guarantee that the Services will be compatible with all devices or will be supported by all mobile carriers. You may be required to have JavaScript (or similar technologies) enabled to use the Pi Alley Site, and some features and portions of the Pi Alley Site (including, but not limited to, making, modifying or canceling reservations) may not be accessible with JavaScript disabled. The user interface and functionality may not be the same across all platforms and devices. 

4. Modifications to Services. Pi Alley reserves the right, in its sole discretion, to modify the Services from time to time and without any prior notice or otherwise, including, without limitation, by removing, adding, or modifying portions of the Pi Alley Site and/or Pi Alley Applications. Pi Alley shall have no liability to you for any of the foregoing actions. If you object to any such changes, your sole recourse shall be to immediately cease using the Services. Continued use of the Services following any such changes shall indicate your acknowledgment of such changes and satisfaction with all the Services. 

5. Intellectual Property Rights and Grant of Rights to User. The features, information and 

materials provided and depicted through the Services and on the Pi Alley site and Pi Alley Application are protected by copyright, trademark, patent and other intellectual property laws, and are the sole property of Pi Alley. All text, graphical content, video, data and other content made available through the Services (collectively, the “Pi Alley Content”) are provided to User by Pi Alley or its partners or licensors solely to support User’s permitted use of the Services. The Pi Alley Content may be modified from time to time by Pi Alley in its sole discretion and without notice. Except as expressly set forth herein, no license right or interest is granted to User for any other purpose, and any other use of the Services or the Pi Alley Content by User shall constitute a material breach of this EULA. Pi Alley and its partners or licensors retain all rights in the Services and Pi Alley Content and any associated patents, trademarks, copyrights, mask work rights, trade secrets or other intellectual property rights. 

6. Application License. Subject explicitly to the terms and conditions of this EULA, Pi Alley grants User a non-exclusive, non-transferable, revocable license to use the Pi Alley Applications, in object code form only, on User’s compatible mobile devices, solely to facilitate User’s permitted use of the Services. 

7. Use Restrictions. The Services and Pi Alley Content are offered solely for User’s personal use for the purposes described in this EULA. Any and all other uses are prohibited. You agree not to (and not to allow any third party to): (a) use any robot, spider, scraper or other automatic or manual device, process or means to access the Services or copy any Pi Alley Content except as expressly authorized by Pi Alley; (b) take any action that imposes or may impose (in Pi Alley’s sole determination) an unreasonable or a disproportionately large load on the Services or Pi Alley’s infrastructure; (c) utilize any device, software or routine that will interfere or attempt to interfere with the functionality of the Services; (d) rent, lease, copy, provide access to or sublicense any portion of the Services or Pi Alley Content to a third party; (e) use any portion of the Services or Pi Alley Content to provide, or incorporate any portion of the Services or Pi Alley Content into, any product or service provided to a third party; (f) reverse engineer, decompile, disassemble or otherwise seek to obtain the source code or non-public APIs to the Services, except to the extent expressly permitted by applicable law (and then only upon advance notice to Pi Alley); (g) modify any Services or Pi Alley Content or create any derivative product from any of the foregoing; (h) remove or obscure any proprietary or other notices contained in the Services or Pi Alley Content; (i) use the Services or Pi Alley Content for any illegal purpose; or (j) publicly disseminate information regarding the performance of the Services or Pi Alley Content or access or use the Services or Pi Alley Content for competitive analysis or benchmarking purposes. 


8. Do Not Use While Driving. You agree, represent and warrant, so long as YOU USE OR ACCESS THE SERVICES, THAT YOU WILL NOT, UNDER ANY CIRCUMSTANCES, ACCESS, VIEW, OR USE THE SERVICES WHILE DRIVING OR OTHERWISE OPERATING A VEHICLE OF ANY KIND (including, without limitation, a car, truck, motorcycle, motor scooter, or bicycle) or operating any dangerous equipment or Machinery. You understand that using any handheld device in these circumstances is extremely dangerous, and can result in property damage, physical injuries (including dismemberment) or death. You further agree, represent and warrant that you will not use or access the Services in any manner that places yourself or any other person at risk of injury, and that you will abide by all traffic laws. While effort is made to assure the accuracy of the information presented to the User is responsible for safe driving and for the consequences of decisions as to where to travel or where to drive. Under no circumstance will any of the Pi Alley Parties (as defined below) assume any responsibility or liability for the consequences of driving decisions made by Users. You expressly agree that no Pi Alley Party shall be liable for any driving decisions made by you or at your suggestion or for any damages, injury or other harm caused by your use of or accessing the licensed application, services or content while driving, operating equipment or machinery, or otherwise in a dangerous and unsuitable manner, and waive any claims or causes of action you may have, now or in the future, arising from or relating to the same. In the event that any party names any Pi Alley Party as a defendant in a case involving your use of the Services while operating a vehicle, you agree to indemnify and hold any such Pi Alley Party harmless in such action. 

9. Government End Users. The Services constitute a “commercial item” as defined at 48 C.F.R. 2.101, consisting of “commercial computer software” and “commercial computer software documentation” as such terms are used in 48 C.F.R. 12.212. Consistent with 48 C.F.R. 12.212 and 48 C.F.R. 227.7202-1 through 227.7202-4, all U.S. Government end users acquire any Pi Alley Application with only those rights set forth therein. 

10. Export Control. You may not use, export or re-export any of the Pi Alley Applications or other aspects of the Services (or any copy or adaptation of the foregoing) in violation of applicable law, including, without limitation, United States and foreign export laws and regulations. You represent and warrant that you are not located in a country that is subject to a U.S. Government embargo or that has been designated by the U.S. Government as a “terrorist supporting” country and that you are not listed on any U.S. Government list of prohibited or restricted parties. 

11. Termination. Pi Alley may suspend your ability to use all or any element of the Services or may terminate this EULA effective immediately, without any notice or explanation. Without limiting the foregoing, Pi Alley may suspend your access to the Services if we believe you to be in violation of any part of this EULA (including any Pi Alley Policies) or if we receive excessive charge backs on the credit or debit card associated with your Account. After any suspension or termination, you may or may not be granted permission to re-establish an Account, and you may lose access to and be unable to use any points accumulated towards any rewards program (if any) in effect at the time. You agree that Pi Alley shall not be liable to you for any termination of this EULA or for any effects of any termination of this EULA. You are always free to discontinue your use of the Services at any time. You understand that any termination of your Account may involve deletion of any content you stored in your Account for which Pi Alley will have no liability whatsoever. 

12. Reviews, Comments, Communications and Other Content. We appreciate hearing from you. The Services may permit you to submit reviews, comments, and ratings; send emails and other communications; and submit suggestions, ideas, comments, questions, or other information for publication and distribution to Garages and other third parties (“User Content”). You are solely responsible for all User Content you generate (and for your Account generally). Any such User Content must not be illegal, malicious, threatening, obscene, racist, defamatory, libelous, pornographic, infringing of intellectual property rights, promoting of illegal activity or harm to groups and/or individuals, invasive of privacy, false, inaccurate or otherwise injurious to third parties (including, but not limited to, any content that is copyrighted or subject to third party proprietary rights, including privacy, publicity, trade secret, etc., unless you are the owner of such rights or have the appropriate permission for their rightful owner to specifically submit such content) or otherwise objectionable, and must not consist of or contain software, computer viruses, commercial solicitation, political campaigning, chain letters, mass mailings, any form of “spam” or references to illegal activity, malpractice, purposeful overcharging, false advertising or health code violations (e.g., foreign objects in food, food poisoning, etc.). You may not use a false email address, impersonate any person or entity, or otherwise mislead as to the origin of User Content. Pi Alley reserves the right (but has no obligation) to monitor, remove or edit User Content in Pi Alley’s sole discretion, including if the User Content violates this EULA (including any Pi Alley Policies), but you acknowledge that Pi Alley may not regularly review submitted User Content. If you do submit User Content, please be aware that unless we indicate otherwise, you grant Pi Alley a nonexclusive, perpetual, royalty-free, irrevocable, and fully sublicensable (through multiple tiers) right to use, modify, reproduce, adapt, translate, publish, create derivative works from, distribute, display and otherwise exploit such content throughout the world in any media. Pi Alley takes no responsibility and assumes no liability for any User Content submitted by you or any other User or third party. 

You agree to indemnify and hold any Pi Alley Party harmless in the event Pi Alley is named as a defendant in an action related to your User Content and you hereby affirm that we have the right to determine whether any of your User Content submissions are appropriate and comply with this EULA, to remove any and/or all of your submissions, and terminate your Account with or without prior notice. You understand and agree that any liability, loss or damage that occurs as a result of any of the use of any User Content that you make available or access through your use of the Services is solely your responsibility. Pi Alley is not responsible for any public display or misuse of any User’s User Content. Pi Alley does not, and cannot, pre-screen or monitor all User Content; however, at our discretion, we, or technology or agents we employ, may monitor and/or record your interactions with the Services and your submission(s) of User Content. 

13. Your Representations and Indemnity. You represent and warrant that you own or otherwise control all of the rights to all User Content submitted by you; that all User Content submitted by you is accurate; and that exploitation of such User Content by Pi Alley and its other Users, partners and licensees will not violate this EULA, cause injury to any person or entity, or infringe any third-party rights (including, without limitation, intellectual property rights and rights of privacy or publicity). You will indemnify, hold harmless and (at Pi Alley’s request) defend Pi Alley, its affiliates, and its and their representatives, agents, directors, managers, officers, employees, and shareholders (each a “Pi Alley Party”, and collectively, the “Pi Alley Parties”) from and against all claims resulting from (a) any User Content submitted by you, (b) your use of the Services or (c) any breach or alleged breach by you of this EULA. 

14. Liability Limitations. TO THE MAXIMUM EXTENT PERMITTED BY LAW, EXCEPT AS EXPRESSLY SPECIFIED BELOW WITH RESPECT TO Pi Alley GIFT CARDS AND MERCHANT GIFT CARDS, IN NO EVENT SHALL THE Pi Alley PARTIES BE LIABLE FOR ANY INJURIES, LOSSES, CLAIMS, OR DIRECT DAMAGES OR ANY SPECIAL, EXEMPLARY, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND, WHETHER BASED IN CONTRACT, TORT OR OTHERWISE, AND EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, WHICH ARISE OUT OF OR ARE ANY WAY CONNECTED WITH (A) THIS EULA, (B) ANY USE OF THE SERVICES, THE Pi Alley CONTENT OR THE USER CONTENT, (C) ANY FAILURE OR DELAY (INCLUDING, BUT NOT LIMITED TO, THE USE OR INABILITY TO USE ANY COMPONENT OF THE PARKING SERVICES), OR (D) YOUR VISIT TO THE GARAGE OR THE PERFORMANCE, NON-PERFORMANCE, CONDUCT OR POLICIES OF THE GARAGE OR MERCHANT IN CONNECTION WITH THE SERVICES. IN ADDITION, YOU SPECIFICALLY UNDERSTAND AND AGREE THAT ANY THIRD PARTY DIRECTING YOU TO THE Pi Alley SITE BY REFERRAL, LINK OR ANY OTHER MEANS IS NOT LIABLE TO USER FOR ANY REASON WHATSOEVER, INCLUDING, BUT NOT LIMITED TO, DAMAGES OR LOSS ASSOCIATED WITH THE USE OF THE SERVICES OR THE Pi Alley CONTENT. IN NO EVENT WILL Pi Alley’s TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES OR CAUSES OF ACTION EXCEED THE AMOUNT YOU HAVE PAID Pi Alley IN THE LAST SIX (6) MONTHS, OR, IF GREATER, ONE HUNDRED DOLLARS ($100). 

You and Pi Alley understand and agree that the disclaimers, exclusions and limitations in this Section 26 and in Section 27 below are essential elements of this EULA and that they represent a reasonable allocation of risk. In particular, you understand that Pi Alley would be unable to make the Services available to you except on these terms and hereby agree that this EULA will survive and apply even if any limited remedy specified in this EULA is found to have failed of its essential purpose. 

Disclaimer of Warranties. THE SERVICES, ALL Pi Alley CONTENT, AND ANY OTHER INFORMATION, PRODUCTS, AND MATERIALS CONTAINED IN OR ACCESSED THROUGH THE SERVICES, ARE PROVIDED TO USER ON AN “AS IS” BASIS AND WITHOUT WARRANTY OF ANY KIND. Pi Alley EXPRESSLY DISCLAIMS ALL REPRESENTATIONS, WARRANTIES, CONDITIONS OR INDEMNITIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENT, OR ANY WARRANTY ARISING FROM A COURSE OF DEALING, PERFORMANCE OR TRADE USAGE. Pi Alley DOES NOT WARRANT THAT YOUR USE OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, THAT Pi Alley WILL REVIEW THE INFORMATION OR MATERIALS MADE AVAILABLE THROUGH THE SERVICES FOR ACCURACY, THAT IT WILL PRESERVE OR MAINTAIN ANY SUCH INFORMATION OR MATERIALS WITHOUT LOSS, OR THAT Pi Alley WILL REVIEW AND POLICE THE USER CONTENT. Pi Alley SHALL NOT BE LIABLE FOR DELAYS, INTERRUPTIONS, VIRUSES CONTAINED IN ANY USER CONTENT, THE Pi Alley SITE, Pi Alley APPLICATION OR ANY Pi Alley COMMUNICATION, SERVICE FAILURES OR OTHER PROBLEMS INHERENT IN USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS OR OTHER SYSTEMS OUTSIDE THE REASONABLE CONTROL OF Pi Alley. THE FOREGOING DISCLAIMERS APPLY TO THE MAXIMUM EXTENT PERMITTED BY LAW. YOU MAY HAVE OTHER STATUTORY RIGHTS. HOWEVER, THE DURATION OF STATUTORILY REQUIRED WARRANTIES, IF ANY, SHALL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW. 

15. Links to / from Third-Party Websites. The Services may contain hypertext links to / from websites operated by parties other than Pi Alley. Such hypertext links are provided for User’s reference only, and Pi Alley does not control such websites, is not responsible for their content. Neither such third-party sites, nor any of the contents thereof or promotions, materials, information, goods or services available thereon are in any way investigated, monitored or checked for accuracy, appropriateness or completeness by Pi Alley. Pi Alley’s inclusion of any hypertext links to / from such websites does not imply any endorsement of the material on such websites or any association with their operators. Pi Alley assumes no liability whatsoever for any such third-party websites or any content, features, products or services made available through such third-party websites. If you decide to leave the Pi Alley Site (or Application, as applicable) and access any such third party sites or to use or install any third party applications, software or content, you do so at your own risk and you should be aware that our terms and policies no longer govern. You should review the applicable terms and policies, including privacy and data gathering practices, of any site to which you navigate from the Pi Alley Site (or Application) or relating to any applications you use or install from any such site. 

16. Release. You agree to release, indemnify and hold Pi Alley and its affiliates and their officers, employees, directors and agents harmless from any and all losses, damages, expenses, including reasonable attorneys’ fees, rights, claims, actions of any kind and injury (including death) (“Claims”) arising out of or relating to your use of the Services, any User Content, the condition of your vehicle, your operation of your vehicle, or your violation of this EULA or your violation of any rights of another. IN CONNECTION WITH THE FOREGOING, YOU HEREBY WAIVE CALIFORNIA CIVIL CODE SECTION 1542, WHICH STATES: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH, IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.” You hereby expressly waive and relinquish all rights and benefits under that section and any law of any jurisdiction of similar effect with respect to the release of any unknown or unsuspected claims you may have against the Pi Alley Parties pertaining to the subject matter of this Section 16. 

17. Notify Us of Infringers. We will respond to allegations of copyright violations in accordance with the Digital Millennium Copyright Act (“DMCA”). In response to a valid notice (as described below) we will remove any allegedly infringing Content from the Licensed Application or the Services. On taking down Content under the DMCA, we will take reasonable steps to contact the provider of the removed Content so that a counter-notification may be filed. On receiving a valid counter-notification, we generally restore the Content in question, unless we receive notice from the notification provider that a legal action has been filed seeking a court order to restrain the alleged infringer from engaging in the infringing activity. If you believe any of the Services violate your copyright, notify our copyright agent in writing. The contact information for our copyright agent is at the bottom of this section. 

In order for us to take action, you must do the following in your notice: (a) provide your physical or electronic signature; (b) identify the copyrighted work that you believe is being infringed; (c) identify the item that you think is infringing your work and include sufficient information about where the material is located so that we can find it; (d) provide us with a way to contact you, such as your address, telephone number, or email; (e) provide a statement that you believe in good faith that the item you have identified as infringing is not authorized by the copyright owner, its agent, or the law to be used on the Services; and (f) provide a statement that the information you provide in your notice is accurate, and that (under penalty of perjury) you are authorized to act on behalf of the copyright owner whose work is being infringed. 

Here is the contact information for our copyright agent: 

Pi Alley, Inc. – Copyright 

275 Washington St. Boston, MA 02108 

(617)720-2006 

info@pialleygarage.com 

Again, we cannot take action unless you give us all the required information. 

18. Severability. If any of the provisions, or portions thereof, of this EULA are found to be invalid under any applicable statute or rule of law, then, that provision (or portion thereof) notwithstanding, this EULA shall remain in full force and effect and such provision or portion thereof shall be deemed omitted. 

19. Assignment. This EULA and the rights granted and obligations undertaken hereunder may not be transferred, assigned or delegated in any manner by User, but may be freely transferred, assigned or delegated by Pi Alley. 

20. Waiver. Any waiver of any provision of this EULA, or a delay by any party in the enforcement of any right hereunder, shall neither be construed as a continuing waiver nor create an expectation of non-enforcement of that or any other provision or right 

21. ARBITRATION EULA AND JURY TRIAL WAIVER, CLASS ACTION WAIVER, AND FORUM SELECTION CLAUSE. Except as expressly stated in this Section 34, any and all controversies, disputes, demands, counts, claims, or causes of action (including the interpretation and scope of this clause, and the arbitrability of the controversy, dispute, demand, count, claim, or cause of action) between you and the Pi Alley Parties or their successors or assigns shall exclusively be settled through binding and confidential arbitration. Arbitration shall be subject to the Federal Arbitration Act and not any state arbitration law. The arbitration shall be conducted before one commercial arbitrator with substantial experience in resolving commercial contract disputes from the American Arbitration Association (“AAA”). As modified by this EULA, and unless otherwise agreed upon by the parties in writing, the arbitration will be governed by the AAA’s Commercial Arbitration Rules and, if the arbitrator deems them applicable, the Supplementary Procedures for Consumer Related Disputes (collectively, the “Rules and Procedures”), in each case as then in effect and however then titled. 

You are thus GIVING UP YOUR RIGHT TO GO TO COURT to assert or defend your rights, except as specifically stated further below. Your rights will be determined by a NEUTRAL ARBITRATOR and NOT a judge or jury. You are entitled to a FAIR HEARING, BUT the arbitration procedures are SIMPLER AND MORE LIMITED THAN RULES APPLICABLE IN COURT. Arbitrator decisions are as enforceable as any court order and are subject to VERY LIMITED REVIEW BY A COURT. 

You and Pi Alley must abide by the following rules: (a) ANY CLAIMS BROUGHT BY YOU OR Pi Alley MUST BE BROUGHT IN THE PARTY’S INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING; (b) THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS, MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A REPRESENTATIVE OR CLASS PROCEEDING, AND MAY NOT AWARD CLASS-WIDE RELIEF; (c) in the event that you are able to demonstrate that the costs of arbitration will be prohibitive as compared to costs of litigation, Pi Alley will pay as much of your filing and hearing fees in connection with the arbitration as the arbitrator deems necessary to prevent the arbitration from being cost-prohibitive as compared to the cost of litigation, (d) Pi Alley also reserves the right in its sole and exclusive discretion to assume responsibility for all of the costs of the arbitration; (e) the arbitrator shall honor claims of privilege and privacy recognized at law; (f) the arbitration shall be confidential, and neither you nor we may disclose the existence, content or results of any arbitration, except as may be required by law or for purposes of enforcement of the arbitration award; (g) the arbitrator may award any individual relief or individual remedies that are permitted by applicable law; and (h) each side pays its own attorneys’ fees and expenses unless there is a statutory provision that requires the prevailing party to be paid its fees and litigation expenses, and, in such instance, the fees and costs awarded shall be determined by the applicable law. 

Notwithstanding the foregoing, either you or Pi Alley may bring an individual action in small claims court. Further, claims of defamation, violation of the Computer Fraud and Abuse Act, and infringement or misappropriation of the other party’s patent, copyright, trademark, or trade secret shall not be subject to this arbitration agreement. Such claims shall be exclusively brought in the state or federal courts located in Boston, MA. Additionally, notwithstanding this agreement to arbitrate, either party may seek emergency equitable relief before the state or federal courts located in Boston, MA, in order to maintain the status quo pending arbitration, and hereby agree to submit to the exclusive personal jurisdiction of the courts located within Boston, MA for such purpose. A request for interim measures shall not be deemed a waiver of the right to arbitrate. 

With the exception of subparts (a) and (b) in this Section (prohibiting arbitration on a class or collective basis), if any part of this arbitration provision is deemed to be invalid, unenforceable or illegal, or otherwise conflicts with the Rules and Procedures, then the balance of this arbitration provision shall remain in effect and shall be construed in accordance with its terms as if the invalid, unenforceable, illegal or conflicting part was not contained herein. If, however, either subpart (a) or (b) is found to be invalid, unenforceable or illegal, then the entirety of this arbitration provision shall be null and void, and neither you nor Pi Alley shall be entitled to arbitration. If for any reason a claim proceeds in court rather than in arbitration, the dispute shall be exclusively brought in state or federal court located in Boston, MA. 

For more information on AAA, the Rules and Procedures, or the process for filing an arbitration claim, you may call AAA at 800-778-7879 or visit the AAA website at http://www.adr.org

22. Choice of Law. The Services, Websites, and Applications are operated by a U.S. entity, and this EULA is made under and shall be governed by and construed in accordance with the laws of the State of Massachusetts, consistent with the Federal Arbitration Act, without giving effect to any principles that provide for the application of the law of another jurisdiction. 

23. General Terms. You agree that no joint venture, partnership, or employment relationship exists between you and any of the Pi Alley Parties as a result of this EULA or use of the Services. Further, no joint venture, partnership, or employment relationship exists between any of the Pi Alley Parties and any Garage. Our performance of this EULA is subject to existing laws and legal process, and nothing contained in this EULA limits our right to comply with law enforcement or other governmental or legal requests or requirements relating to your use of this Website or information provided to or gathered by us with respect to such use. To the extent allowed by applicable law, you agree that you will bring any claim or cause of action arising from or relating to your access or use of the Services within two (2) years from the date on which such claim or action arose or accrued or such claim or cause of action will be irrevocably waived. If any part of this EULA is determined to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty disclaimers and liability limitations set forth above, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and Agreement shall continue in effect. This EULA (and any other terms and conditions referenced herein) constitutes the entire agreement between you and Pi Alley with respect to the Services and it supersedes all prior or contemporaneous communications and proposals, whether electronic, oral, or written, between the customer and Pi Alley with respect to the Services. A printed version of this EULA and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this EULA to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. Fictitious names of companies, products, people, characters, or data mentioned within the Services are not intended to represent any real individual, company, product, or event. Any rights not expressly granted herein are expressly reserved. 

24. Privacy Policy. Pi Alley is committed to helping you safeguard your privacy online. Each User must review our privacy policy for details about how we collect and use information about the use of Pi Alley’s Services. Pi Alley’s privacy policy is expressly incorporated herein by this reference. 

25. Entire Agreement. Notwithstanding any agreements or terms expressly incorporated by reference in this EULA, this EULA constitutes the entire agreement between the parties. This EULA (as it may from time to time be amended, restated, or otherwise modified) supersedes any prior agreements, understandings, or negotiations, whether written or oral. 

REVISION DATE: 6/14/19