Terms | Vert AI

This agreement contains a binding arbitration provision and class action waiver. It affects your legal rights as detailed in the arbitration and class action waiver section below. Please read carefully.

Please note that your use of and access to the services (defined below), including any access to Vert locations (defined below) are subject to the following terms. If you do not agree to all of the following terms, you may not use or access the services in any manner.

1. Agreement to Terms

These Terms of Service (the "Terms") are a binding legal agreement between you and Vert AI Inc. ("Vert", "we", "us" or "our"). The terms "user," "you" and "your" refer to the individual or entity that uses the websites, applications, and other online products and services provided by us and online and offline services related thereto, including physical locations where our technology is used, and including any services, transactions, or engagement you might have with us (collectively, the "Services"). By using our Services, whether as a digital user accessing the online aspects of the Services (either directly or through a third-party platform) or as a visitor to one of our customers' or business partners' physical locations (a "Vert Location"), you agree to be bound by these Terms. If you don't agree to be bound by these Terms, do not use or access the Services, including any Vert Location or Product. If you use the Services on behalf of an entity, you represent and warrant that you have the authority to bind that entity, your acceptance of the Terms will be deemed an acceptance by that entity, and "you" and "your" herein shall refer to that entity, its directors, officers, employees, and agents.

2. Changes to these Terms or the Services

Except for Section 16, providing for binding arbitration and waiver of class action rights, Vert reserves the right, at its reasonable and sole discretion, to modify or replace these Terms at any time. You are responsible for reviewing and becoming familiar with any such modifications. Changes will be effective immediately unless otherwise provided. If we determine a revision to the Terms, in our sole discretion, is material, we will notify you as required by law. Use of the Services by you after any modification to the Terms constitutes your acceptance of the Terms as modified. If you do not accept the changes, you must discontinue using the Services.

Vert reserves the right at any time to modify, suspend, discontinue, or terminate, temporarily or permanently, the Services or any part thereof, with or without notice. Except for payments or refunds expressly available to you as required by law, you agree that Vert shall not be liable to you for any modification, suspension, or discontinuance of the Services.

3. Who May Use the Services?

A. Use of Services

The Services provided by Vert include parking management services. Vert works with businesses, hotels, residential buildings and HOAs, transit agencies, local governments and interlocal agencies or partnerships, universities, hospital systems, and other public and private operators (each a “Partner” and collectively “Partners”) to facilitate parking management, such as parking payments. We are a technology company. We do not own, operate, or maintain any parking facility, and are not responsible for any such facilities or events that occur at such facilities. Parking facilities are operated by third-party Partners and Vert is not responsible for actions taken by such Partners. Parking restrictions (i.e. no parking signs) take precedence over any information that you receive from us. All applicable parking rules and regulations apply to you, and your use of the Services does not excuse you from following the rules.

B. Eligibility

You may use the Services only if you are at least 16 years of age, and not otherwise barred from using the Services under applicable law. Specific features or aspects of the Services may have a different age limit. By using the Services, you represent and warrant that you (or your parent or legal guardian, as required by applicable law if you are unable to form a binding contract) have reviewed and agreed to these Terms. Parents and guardians are responsible for the acts of their children when using our Services. You cannot use our Services if it would be prohibited by U.S. sanctions.

C. Registration and Your Information

You may be required to register for a password-protected account (“Account”) to use parts of the Services. When creating an Account you may be required to submit certain personal information, including without limitation, your name, email address, mobile phone number, vehicle information, and/or valid Payment Information (as defined below). You agree to provide accurate, current, and complete information that does not infringe on the rights of any third party, and to update all information you provide to keep it accurate, current, and complete. You are solely responsible for safeguarding your Account information and for all activity that occurs on your Account, and you will notify Vert immediately of any unauthorized use of your Account. We are not liable for any losses by any party caused by an unauthorized use of your Account. You agree to comply with all billing procedures, including, as applicable, providing and maintaining accurate and lawful Payment Information for your Account. Unless otherwise explicitly permitted by Vert, you may only possess one Account. You may not authorize third parties to use your Account. You may not assign or otherwise transfer your Account to any other person or entity. You agree that the sole and specific purpose of registering an Account is to make use of the Services.

D. Account Suspension and Termination

We may, in our discretion, with or without cause, with or without prior notice and at any time, decide to limit, block, suspend, deactivate, or cancel your Account in whole or in part. We may also temporarily or permanently prohibit you or any other user from adding a particular vehicle to an account. Without limiting the foregoing, we may terminate your Account if we suspect fraud, such as if you engage in excessive use of chargebacks on your payment method. If we exercise our discretion under these Terms to do so, any or all of the following can occur with or without prior notice or explanation to you: (a) your Account will be deactivated or suspended, your password will be disabled, and/or you will not be able to access the Services or receive assistance from Vert support teams; and (b) if appropriate in our sole discretion, we may communicate to third parties that your Account has been terminated, blocked, suspended, deactivated, or cancelled, and why this action has been taken.

You may cancel your Account at any time by sending us an email at support@vert.ai. Upon any termination, discontinuation or cancellation of the Services or your Account, the following Sections will survive: [4] (Feedback); [5] (Payments), [6] (Intellectual Property and Content), [9] (General Prohibitions and Vert's Enforcement Rights), [12] (Disclaimers), [13] (Representations; Release and Indemnity), [14] (Limitation of Liability), [15] (Governing Law and Forum Choice), [16] (Arbitration and Class Action Waiver), [17] (General Terms), and any other provisions that are necessary to effectuate those sections.

4. Feedback

By sending us any feedback, comments, questions, or suggestions concerning Vert or the Services (collectively "Feedback"), you represent and warrant (a) that you have the right to disclose the Feedback, (b) that the Feedback does not violate the rights of any other person or entity, and (c) that your Feedback does not contain the confidential or proprietary information of any third party or parties. By sending us any Feedback, you further (i) agree that we are under no obligation of confidentiality, express or implied, with respect to the Feedback, (ii) acknowledge that we may have something similar to the Feedback already under consideration or in development, (iii) grant us an irrevocable, non-exclusive, royalty-free, perpetual, worldwide license to use, modify, prepare derivative works, publish, distribute, and sublicense the Feedback, and (iv) irrevocably waive, and cause to be waived, against Vert and its users any claims and assertions of any moral rights contained in such Feedback. This Feedback section shall survive any termination of your Account, these Terms, or your participation in the Services.

5. Payments

A. General

Our Services may require payments from you for the services you receive, such as when you use the Services to pay for parking or where we offer you the ability to pay citations or purchase permits through the Services. The payment required shall be displayed to you through the Services and we will use reasonable efforts to inform you of any charges that may apply to you, provided that you will be responsible for charges incurred under your Account regardless of your awareness of such charges or the amounts thereof.

Whether you make a parking payment, purchase a monthly recurring permit, or pay a citation (each, a "Transaction"), you expressly authorize us (or our third-party payment processor) to charge you for such Transaction and future Transactions via the payment features of the Services. We may ask you to supply additional information relevant to your Transaction, including your credit card number(s), the expiration date of your credit card(s) and your email and postal addresses for billing and notification (such information, "Payment Information"). You represent and warrant that you have the legal right to use all payment method(s) represented by any such Payment Information. When you initiate a Transaction, you authorize us to provide your Payment Information to third parties so we can complete your Transaction and to charge your payment method for the type of Transaction you have selected (plus any applicable taxes and other charges). You may need to provide additional information to verify your identity before completing your Transaction (such information is included within the definition of Payment Information). All fees and applicable taxes, if any, are payable in United States dollars. For certain Payment Information, the issuer of the payment method may charge you certain additional fees (e.g., foreign transaction fees or processing fees). You will be solely responsible for such fees. You remain responsible for any amounts we are unable to collect for your use of the Services.

You understand that only certain forms of payment may be accepted, and these acceptable forms of payment are subject to change at any time. You may provide us with a method of payment, and by doing so, you represent and warrant that you are authorized to use that method of payment. You may add or delete stored payment credentials directly through your Account.

You are responsible for all activity in your Account, including payment transactions. When a payment transaction is initiated in your Account, you authorize us to process the applicable fees by charging any payment method you provide us or deducting the fees from any funds you have stored with us. If you do not have a valid form of payment transaction, you will not have access to all Services. We are not responsible if your access to the Services is limited based on inaccurate payment credentials. We also reserve the right to suspend or terminate your Account if your payment method is declined or if we suspect any fraud on your Account.

B. Third-Party Payment Processor

We use a third-party payment provider to process payment transactions. By entering into Transactions, you may be subject to additional terms and conditions of the third-party payment processor that are different and in addition to these Terms. You are responsible for reading those terms carefully. With respect to the third-party payment provider, any charges you incur for use of the Services may be owed directly to the third-party provider, and Vert may collect payment of those charges from you, on the third-party provider’s behalf as their limited payment collection agent, and payment of the charges shall be considered the same as payment made directly by you to the third-party provider.

The third-party payment provider may impose insufficient funds, charges or other fees. We are not responsible for your interactions with third-party payment providers or for any charges or fees they may impose.

C. Pre-Authorizations

When you use any of the Services that require payment, a temporary pre-authorization hold may be placed on your designated payment method to verify that the card is valid and has funds available for your intended purchase. The amount of this pre-authorization hold may be greater or less than the order total for your transaction. Your payment will be captured up to 24 hours after your order is completed or cancelled. In the event that the pre-authorization is greater than the final amount, the difference will be released after your order is completed or cancelled; depending on your bank, it may take up to 5 Business Days to receive access to these released funds. If you would like to use a different payment method or if there is a change in payment method, please visit your account settings to update your billing information.

We (or our third-party payment processor) may authorize charges using your Payment Information in anticipation of recurring monthly permit or other Service-related payments in advance. In some instances, your available balance or credit limit may be reduced to reflect the authorization.

D. Policies, Rates, or Signage

We do not own, operate, or maintain any parking facility. All rules and policies, including relating to the issuance of citations or warnings; parking or citation rates and pricing, including any changes to rates, prices, fees, surcharges or the use of “surge” pricing; as well as the placement, location, size, content, accuracy, and number or frequency of posted signage, are determined solely by the applicable third-party Partner or parking operator. Vert is not responsible for, and you agree to hold Vert harmless against, any and all liability, damages, or losses relating to or arising out of the actions or inactions or determinations taken by such Partners, or the legality of any rules, policies, actions or inactions, events, or the issuance of any citations or warnings by the third-party Partner or parking operator.

E. Adjustments and Refunds

Vert is not able to make any adjustments or refunds once any payment is made through our Services, including once a parking session has been submitted. Rules and policies on adjustments and refunds are determined solely by the applicable Partner or parking operator. For any questions on adjustments or refunds you must reach out to the applicable Partner or parking operator for additional information.

F. Service Fee

Each Transaction is subject to a fee (each a "Service Fee"). Service Fees are charged in connection with each Transaction and are calculated based on a formula specific to the Services. The application of a Service Fee and the rate is set by the applicable Partner or parking operator.

6. Intellectual Property and Content

A. Intellectual Property

Vert owns all rights, title, and interest in and to the Services, which are protected by copyright, trademark, patent, trade secret and other intellectual property and proprietary rights laws. You may not use our trademarks, service marks, name or logo without our permission.

We reserve all of our intellectual property rights in the Services. Trademarks and logos used in connection with the Services are the trademarks of their respective owners. Vert, and its logos and other Vert trademarks, service marks, graphics and logos used for our Services are trademarks or registered trademarks of Vert AI Inc. Except as explicitly provided herein, nothing in these Terms gives you a right to use the Vert name or any of the Vert trademarks, logos, domain names and other distinctive brand features. Any other trademarks, service marks, logos, trade names and any other proprietary designations are the trademarks or registered trademarks of their respective owners.

B. User Content

Content such as video, audio, images, information, text (in posts or communications with us or others), and other materials that you post or otherwise make available (including via entry into a Vert Location) through the Services, including content you make available for initiation of support requests or as submissions to enter contests or promotions, is referred to as "User Content". Vert does not claim any ownership rights in any User Content and nothing in these Terms will be deemed to restrict any rights that you may have to your User Content.

C. Permissions to Your User Content

By making any User Content available through the Services, you hereby grant to Vert a non-exclusive, transferable, worldwide, royalty-free license, with the right to sublicense, to use, copy, modify, create derivative works based upon, distribute, publicly display, and publicly perform your User Content in all formats and distribution channels now known or hereafter devised, including in connection with operating, providing, improving, updating, analyzing, marketing and promoting the Services. This license shall survive termination of the Services, these Terms, or your Account. Vert does not claim ownership rights in your User Content and nothing in these Terms will be deemed to restrict rights that you may have to use and exploit your User Content.

D. Your Responsibility for User Content

You are solely responsible for all your User Content. You represent and warrant that you have (and will have) all rights that are necessary to grant us the license rights in your User Content under these Terms. You represent and warrant that neither your User Content, nor your provision of User Content to be made available through the Services, nor any use of your User Content by Vert on or through the Services will infringe, misappropriate, or violate a third party's intellectual property rights or rights of publicity or privacy, or result in the violation of any applicable law or regulation.

E. Removal of User Content

The functionality of the Services may give you the ability to remove your User Content by specifically deleting it. You should know that in certain instances, some of your User Content may not be completely removed and copies of your User Content may continue to exist on the Services. To the maximum extent permitted by law, we are not responsible or liable for the removal or deletion of (or the failure to remove or delete) any of your User Content.

7. Third-Party Resources

The Services may contain information and content, or be dependent or incorporate products or services, provided by third parties and may contain links to third-party websites, mobile applications, software, and other resources that are not owned or controlled by Vert, including those maintained by governmental entities. We have no control over the content of those third-party products, services and other resources (“Third-Party Resources”). Vert is not responsible for the availability, accuracy, content, products, or services of such Third-Party Resources, including those that are framed within the Services, and does not endorse and is not responsible or liable for such Third-Party Resources. These links and resources do not imply any endorsement by Vert, and Vert does not endorse or assume any responsibility for any such Third-Party Resources. Further, links to Third Party Resources do not imply that we sponsor, endorse, are affiliated or associated with, or are legally authorized to use any trademark, trade name, logo or copyright symbol displayed in or accessible through the links, or that any linked site is authorized to use any trademark, trade name, logo or copyright symbol of us. If you access a Third-Party Resource from the Services, including websites, mobile applications, or resources maintained by governmental entities, you do so at your own risk, and you understand that these Terms and the Privacy Policy do not apply to your use of such Third-Party Resources. We do not recommend, guarantee, or endorse any third-party material, information, opinions, procedures, or other information, services, or products that may be accessible by using the Services.

You understand that your use of Third-Party Resources may be subject to other terms and conditions imposed by third parties. You expressly relieve Vert from any and all liability arising from your use of any Third-Party Resources. You acknowledge and agree that Vert is not responsible or liable for: (i) the availability or accuracy of such Third-Party Resources; or (ii) the content, products, or services on or available from such Third-Party Resources.

8. Security

Use of the Services is governed by Vert’s Privacy Policy which provides important information and notices concerning Vert’s collection, use, and disclosure of information collected through the Services.

We care about the security of our users. While we work to protect the security of your content and account, we can’t guarantee that unauthorized third parties won’t be able to defeat our security measures. We ask that you keep your Account information secure. Please notify us immediately of any unauthorized use of your account.

9. General Prohibitions and Vert’s Enforcement rights

You agree you will not use the Services for a purpose that is unlawful or prohibited by these Terms, or any other purpose not reasonably intended by Vert. By way of example, and not as a limitation, you agree not to do any of the following:

A. Post, upload, publish, submit or transmit any content that: (i) infringes, misappropriates, or violates a third party's patent, copyright, trademark, trade secret, moral rights, or other intellectual property rights, or rights of publicity or privacy; (ii) violates, or encourages any conduct that would violate, any applicable law or regulation or would give rise to civil liability; (iii) is fraudulent, false, misleading or deceptive; (iv) is defamatory, obscene, pornographic, vulgar, or offensive; (v) promotes discrimination, bigotry, racism, hatred, harassment, or harm against any individual or group; (vi) is violent or threatening or promotes violence or actions that are threatening to any person or entity; or (vii) promotes illegal or harmful activities or substances;

B. In connection with your access to or use of the Services, cause a nuisance, annoyance, or inconvenience, or take actions that result in property damage, whether to a Vert Location or any third party;

C. Use, display, copy, modify, distribute, license, lease, sell, resell, transfer, perform, transmit, stream, broadcast, mirror, frame, or otherwise exploit the Services or any individual element within the Services, Vert's name, any Vert trademark, logo or other proprietary information, or the layout and design of any webpage or form contained on a webpage, without Vert's express written consent;

D. Access, tamper with, or use non-public areas of the Services, Vert's computer systems, Vert Locations, or the technical delivery systems of Vert's providers;

E. Attempt to probe, scan, or test the vulnerability of any Vert system or network, or breach any security or authentication measures;

F. Avoid, bypass, remove, deactivate, impair, descramble, or otherwise circumvent any technological measure implemented by Vert or any of Vert's providers or any other third party to protect the Services;

G. Scrape, access, monitor, index, frame, link, or copy any content on the Services by accessing the Services in an automated way, using any robot, spider, scraper, web crawler, or using any method of access other than manually accessing the publicly-available portions of the Services through a browser or accessing the Services through any approved mobile application, application programming interface, or client application;

H. Send any unsolicited or unauthorized advertising, promotional materials, email, junk mail, spam, chain letters or other form of solicitation;

I. Use any meta tags or other hidden text or metadata utilizing a Vert trademark, logo URL or product name without Vert's express written consent;

J. Use the Services, or any portion thereof, for any commercial purpose or for the benefit of any third party or in any manner not permitted by these Terms;

K. Forge any TCP/IP packet header or any part of the header information in any email or newsgroup posting, or in any way use the Services to send altered, deceptive, or false source-identifying information;

L. Attempt to decipher, decompile, disassemble, or reverse engineer any of the software used to provide the Services;

M. Interfere with, or attempt to interfere with, the access of any user, host, or network, including, without limitation, sending a virus, overloading, flooding, spamming, or mail-bombing the Services;

N. Collect or store any personally identifiable information from the Services from other users of the Services without their express permission;

O. Create multiple Accounts;

P. Use another user's Account to access the Services;

Q. Impersonate or misrepresent your affiliation with any person or entity;

R. Falsely imply Vert's endorsement or partnership, or otherwise mislead others as to your affiliation with Vert;

S. Access the Services or content in order to build a similar or competitive website, product, or service;

T. Violate any applicable law or regulation; or

U. Encourage or enable any other individual to do any of the foregoing.

Vert is not obligated to monitor access to or use of the Services or to review or edit any User Content. However, we have the right to do so for the purpose of operating the Services, to ensure compliance with these Terms, and to comply with applicable law or other legal requirements. We reserve the right, but are not obligated, to remove or disable access to any User Content, at any time and without notice, including, but not limited to, if we, at our sole discretion, consider it objectionable or in violation of these Terms. We have the right to investigate violations of these Terms or conduct that affects the Services. Vert further reserves the right to report unlawful activity to law enforcement or other regulatory authorities.

10. Electronic Communications and SMS Terms

By agreeing to these Terms, using the Apps, and replying to any applicable short code, you are acknowledging your “written” consent in accordance with the Disclosure and Consent to the Use of Electronic Communication attached hereto, to be contacted via electronic communication about your use of our products and Services including, but not limited to, for purposes of payment or service notifications, security, and two factor authentication, at the phone number or email address you have provided.

Depending on your relationship with us and consents received, we or our service providers send text messages to: (1) provide you with information you requested from us; (2) update you regarding your orders and other transactions with us; (3) respond to your customer service requests and other inquiries regarding your use of our services; and/or send you marketing or promotional text messages.

Any text messages we send to you are subject to the SMS Terms set forth in this section.

A. Consent to Receipt of Vert Text Messages

You may provide us with consent to send you text messages through our website or mobile application (e.g. by providing us with your phone number and signing up for text messages) or through communications or transactions with us (e.g. by initiating or agreeing to receive text message communications with customer service). By providing your consent, you agree to these SMS Terms and our Terms of Service.

By consenting to receive Vert text messages, you agree that Vert or its service providers may use any automated or non-automated technology to send you transactional messages. You are not required to consent to marketing text messages as a condition of purchase.

Vert may terminate any text messaging services or your participation in our text message program at any time with or without notice, including, for example, before you have received any or all messages that you otherwise would have received, but these SMS Terms will still apply.

B. Costs of Vert Text Messages

Vert does not charge you for our text message program. But message and data rates may apply, so depending on your plan with your wireless or other applicable provider, you may be charged by your carrier or other applicable provider.

C. Frequency of Text Messages

We may send you one or more welcome messages or administrative messages, such as (in some cases), a request to confirm your opt-in. After that, you will receive recurring text messages, and the specific amount may vary depending on how you use our services (e.g. if you communicate with us through SMS).

D. Participating Carriers

Vert text messages are supported on all U.S. carriers. Please note, however, that the supporting mobile carriers may change without notice, and the particular text message program you join may be limited to specific carriers. Vert and the mobile carriers (for example, Verizon, AT&T and T-Mobile) are not liable for delayed or undelivered messages.

E. Eligibility

By consenting to receive Vert text messages, you represent that you are 16 years of age or older and understand the obligations and agree to the terms set forth in these SMS Terms. You further represent that you are the subscriber of the cellular service at the mobile number provided or that you are authorized by the subscriber to sign-up for texts.

F. Opting Out of Vert Text Messages

To opt out of text messages, you must text STOP to that number. After doing so, we may send you confirmation of your opt-out via text message. You further agree that texting STOP in response to our text message is the only reasonable method of opting out of our text messages. You also understand and agree that any other method of opting out, including, but not limited to, texting words other than "STOP" or verbally requesting one of our employees to remove you from our list, is not a reasonable means of opting out.

G. Modifications to these SMS Terms

We reserve the right to modify these SMS Terms, or any part thereof, or add or remove terms at any time, and such modifications, additions or deletions will be effective immediately upon posting. Your continued enrollment in Vert' text messaging program shall be deemed to constitute acceptance by you of such modifications, additions, or deletions.

11. Network Access and Devices

You are responsible for obtaining the data network access necessary to use the Services. Your mobile network’s data and messaging rates and fees may apply if you access or use the Services from your device. You are responsible for acquiring and updating compatible hardware or devices necessary to access and use the Services and any updates. We do not guarantee that the Services will function on any particular hardware or devices. In addition, the Services may be subject to malfunctions and delays inherent in the use of the internet and electronic communications.

We reserve the right to discontinue support of a current version of software if, in our sole opinion, it suffers from a security flaw or other flaw that makes it unsuitable for our use. Certain Services of Vert operate through a mobile operating system and certain operating system versions provide the best experience, while prior versions of certain operating systems may not function as intended. You are responsible for updating compatible operating systems as necessary to access and use the Services and any updates. Vert does not guarantee the functionality of the Services on any operating system.

12. Disclaimers

A. The services and Vert locations are provided "as is," without warranty of any kind. Without limiting the foregoing, we explicitly disclaim any implied warranties of merchantability, fitness for a particular purpose, quiet enjoyment or non-infringement, and any warranties arising out of course of dealing or usage of trade. We make no warranty that the services or Vert locations will meet your requirements or be available on an uninterrupted, secure, or error-free basis. We make no warranty regarding the quality, accuracy, timeliness, truthfulness, completeness, or reliability of any information or content on or available in connection with the services or Vert locations. The performance of the services can vary due to several factors, including without limitation: specific mobile device limitations and capabilities; mobile device service provider or network limitations and capabilities; mobile device multi-tasking; mobile device memory; gps "lock" time, availability, and accuracy; mobile device settings; internet availability; messaging opt outs; and services availability, operability, or errors. Vert makes no representations or warranties with respect to the performance, operability, or availability of the services.

B. You explicitly agree that your use of the Services, and Vert Locations is at your own and sole risk. You park at your own risk and are solely responsible for all aspects of your parking at and access to the Vert Locations. You are responsible for determining your own safety and the safety of your vehicle and any articles left in your vehicle at any Vert Location. Please note that operating a cell phone or any other device while driving can be dangerous and we advise you not to use the Services while operating a vehicle. You agree to indemnify and hold Vert harmless from any and all liability whatsoever for any harm, loss or injury related to use of the Services or the Account while operating any kind of vehicle. We are not responsible for damage to your vehicle, loss of your vehicle, or loss of articles left in your vehicle or for any personal injury in any circumstances, including, without limitation: fire, weather, or other act of God; theft or other criminal activity of any kind; mechanical defects; accidents; or your use of the Services, whether in motion or at rest. We are not responsible for any Penalties you incur or receive, even if the Services were used in connection with a Transaction. "Penalty" means any penalty, parking fine, ticket, summons, or citation; your vehicle being wheel booted, wheel locked, towed, or impounded; and/or other methods of enforcing any notices, signs, rules, or directions provided by relevant government authorities; traffic attendants; or other authorized people or entities (collectively, "authorities"), including, without limitation, enforcement of rules relating to spaces or zones designated as "no parking," "emergency," "tow-away," "handicapped," "reserved" and the like, time or day limitations and vehicle size limitations. You are solely responsible for resolving with the relevant authorities any issues that you may have regarding Penalties.

C. We make no warranty and disclaim all responsibility and liability for the completeness, accuracy, availability, timeliness, security, or reliability of the Services or any content thereon, including that of any Partners or service providers of Partners. Vert will not be responsible or liable for any harm to your computer system, loss of data, or other harm that results from your access to or use of the Services. You also agree that Vert has no responsibility or liability for its deletion of, or the failure to store, retain, or transmit, any records related to your Account. We make no warranty that the Services will meet your requirements or be available on an uninterrupted, secure, or error-free basis. No advice or information, whether oral or written, obtained from Vert or through the Services, will create any warranty not expressly made herein.

D. The Services are controlled and operated from Vert’s facilities in the United States. Vert makes no representations that the Services are appropriate or available for use in locations other than the United States. Those who access or use the Services from other jurisdictions do so at their own volition and are entirely responsible for compliance with all applicable United States and local laws and regulations, including but not limited to export and import regulations. You may not use the Services if you are a resident of a country embargoed by the United States, or are a foreign person or entity blocked or denied by the United States government. Unless otherwise explicitly stated, all materials found on the Services are solely directed to individuals, companies, or other entities located in the United States.

E. Your sole and exclusive remedy for any breach by us of any term or condition set forth in these Terms is to cease using the Services and terminate your Account.

13. Representation; Release and Indemnity

A. You represent and warrant that you are authorized, and possess all applicable permits, licenses and approvals required under applicable laws, rules, and regulations to operate the vehicle(s) with which you are accessing any Services or Vert Locations.

B. To the extent permitted by law and in consideration of being allowed to use the Services, you hereby waive any and all claims, disputes, actions, demands, damages, losses, costs and expenses (including, without limitation, reasonable legal and accounting fees), and liabilities (collectively, "Claims") which you or your heirs and next of kin may now or hereafter have or claim against Vert and/or its affiliates and its and their respective officers, directors, shareholders, agents, partners and employees (collectively, "Releasees"), for any and all loss, theft or damage to property and for injuries, illness, disease, or death to your person occurring in, upon or about, or connected with or arising out of any use of or other activity at the Services or Vert Locations, including, without limitation, any activity relating to services and/or advice of any third-party operator, independent contractor, or employee, whether caused by active or passive negligence of Releasees or otherwise ("Release"). You hereby assume the risk of all mistakes of fact or law with regard to entering into this Release. You understand, acknowledge, and agree that if any fact now or at the time of the Claim believed to be true is found hereafter to be other than, or different from, that which is now believed, you expressly assume the risk of such difference in fact and agree that this Release shall and will remain effective notwithstanding any such difference in fact. You further represent and warrant that you understand that (a) you may have sustained damages, expenses and losses based upon, attributable to, arising out of, in connection with or in any way related to the subject matter of the Claims which are presently unknown or not suspected and that such damages, expenses and losses, if any, may give rise to additional damages, expenses and losses in the future which are not now or at the time of the Claim anticipated by you and (b) that this Release has been agreed upon despite this realization. Being fully advised regarding the foregoing, you voluntarily and with full knowledge of its significance, expressly waive and relinquishes any and all rights you may have under any state or federal statute, rule or common law principle, in law or equity, relating to limitations on releases, including, but not limited to, § 1542 of the California Civil Code (or any other similar law in any jurisdiction) which would limit the effect of the foregoing release to those Claims actually known or suspected to exist at the time of the effectiveness of the foregoing release. California Civil Code § 1542 provides:

A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.

It is your intention, for yourself and for your past, present and future spouses, heirs, next of kin, guardians, beneficiaries, legal representatives, executors, administrators, successors and assigns (as well as their respective spouses, heirs, next of kin, guardians, beneficiaries, legal representatives, executors, administrators, successors and assigns) that, notwithstanding the possibility that they or their counsel could discover or gain a more complete understanding of the facts, events or law which, if presently or at the time of the Claim known or fully understood, would have affected the foregoing release, this Release shall be deemed to have fully, finally and forever settled any and all Claims, without regard to the subsequent discovery or existence of different or additional facts, events or law and that this Release shall be effective as a full and final accord and satisfaction and mutual general release of and from all released matters.

You agree to indemnify, defend, and hold harmless Releasees from and against any Claims out of or in any way connected with (a) your access to or use of the Services or Vert Locations; (b) your User Content; (c) your violation of these Terms; or (d) your negligent act or omission or willful misconduct occurring at or in connection with any Services or Vert Locations. Vert reserves the right, at its own expense, to assume exclusive defense and control of any matter otherwise subject to indemnification by you and, in such case, you agree to cooperate with Vert in the defense of such matter.

You understand and acknowledge that Vert is not obliged to carry insurance on you, and the existence of insurance shall not change, alter, or increase any liability of Vert or affect the terms of this release, waiver of liability and indemnification under this Section 13(b).

14. Limitation of Liability

A. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER VERT NOR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE SERVICES WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, OR DAMAGES FOR LOST PROFITS, LOST REVENUES, LOST SAVINGS, LOST BUSINESS OPPORTUNITY, LOSS OF DATA OR GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE, SYSTEM FAILURE, OR THE COST OF SUBSTITUTE SERVICES OF ANY KIND ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT VERT OR ANY OTHER PARTY HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.

B. TO THE MAXIMUM EXTENT PERMITTED BY THE LAW OF THE APPLICABLE JURISDICTION, IN NO EVENT WILL VERT’S TOTAL LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SERVICES EXCEED THE AMOUNTS YOU HAVE PAID TO Vert FOR USE OF THE SERVICES OR ONE HUNDRED DOLLARS ($100), IF YOU HAVE NOT HAD ANY PAYMENT OBLIGATIONS TO VERT, AS APPLICABLE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR CERTAIN TYPES OF DAMAGES. THEREFORE, SOME OF THE ABOVE LIMITATIONS IN THIS SECTION MAY NOT APPLY TO YOU.

C. THE EXCLUSIONS AND LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN VERT AND YOU.

D. For the avoidance of doubt, we are acting solely as the agent of our Partners and are not responsible or liable for any issuance or enforcement of any Services provided for on behalf of such Partners.

E. Some countries and states do not allow the disclaimer of certain warranties or the limitation of certain damages, so some or all of the terms above may not apply to you, and you may have additional rights. In that case, these Terms only limit our responsibilities to the maximum extent permissible in your country of residence.

F. You acknowledge and agree that the limitations set forth above are fundamental elements of these Terms, and the Services would not be provided to you absent such limitations.

15. Governing Law and Forum Choice

For any dispute not subject to arbitration or under the jurisdiction of a small claims court, you and Vert agree to submit to the personal and exclusive jurisdiction of any venue in the state and federal courts located in San Francisco County, California. You further agree to accept service of process by mail, and hereby waive any and all jurisdictional and venue defenses otherwise available. The Terms and the relationship between you and Vert shall be governed by the laws of the State of California without regard to conflict of law provisions.

16. Arbitration and Class Action Waiver

PLEASE READ THIS SECTION CAREFULLY — IT MAY SIGNIFICANTLY AFFECT YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT.

If you have a dispute with Vert or if Vert has a dispute with you and such dispute cannot be resolved informally, such dispute will be resolved on an individual basis in accordance with the provisions set forth below:

A. Initial Dispute Resolution

The parties shall use their best efforts to engage in informal dispute resolution to settle any dispute, claim, question, or disagreement and engage in good faith negotiations which shall be a condition to either party initiating a lawsuit or arbitration. Failure to engage in this process could result in the award of fees against you in arbitration. To adequately engage in this initial dispute resolution process, each party must notify the other party, in writing, of the facts of the dispute and all damages claimed. Such a writing must be sent to (a) the user's email address on file with Vert, or (b) support@vert.ai, whichever is applicable ("Dispute Notification"). The party receiving the Dispute Notification has thirty (30) days from receipt of the Dispute Notification to respond. The other party then has 15 days to reply to the response.

B. Binding Arbitration

If the parties do not reach an agreed upon solution within a period of 45 days from the time informal dispute resolution begins under the Initial Dispute Resolution provision, then either party may initiate binding arbitration as the sole means to resolve claims, subject to the terms set forth below. This agreement to arbitrate is a contract governed by the Federal Arbitration Act, 9 U.S.C. section 1, et seq., and evidences a transaction involving commerce. Except as explicitly set forth in this Section 16, the arbitrator, and not any federal, state, or local court or agency, shall have exclusive authority to resolve all disputes arising out of or relating to the interpretation, applicability, enforceability, or formation of these Terms, including, but not limited to, any claim that all or any part of these Terms are void or voidable, whether a claim is subject to arbitration, and any dispute regarding the payment arbitrator fees (including the timing of such payments and remedies for nonpayment). The arbitrator shall be empowered to grant whatever relief would be available in a court under law or in equity. The arbitrator shall also be empowered to consolidate claims raised between the same parties to a single arbitration proceeding. The parties agree that the arbitrator may allow the filing of dispositive motions if they are likely to efficiently resolve or narrow issues in dispute.

The parties understand that, absent this mandatory provision, they would have the right to sue in court and have a jury trial. They further understand that, in some instances, the costs of arbitration could exceed the costs of litigation and the right to discovery may be more limited in arbitration than in court.

C. Location

If you are a resident of the United States, arbitration will take place at any reasonable location within the United States convenient for you. You and Vert agree to submit to the personal jurisdiction of any federal or state court in San Francisco County, California in order to compel arbitration, to stay proceedings pending arbitration, or to confirm, modify, vacate, or enter judgment on the award entered by the arbitrator.

D. Class Action and Jury Trial Waiver

The parties further agree that any arbitration shall be conducted in their individual capacities only and not as a class action or other representative action, and the parties expressly waive their right to file a class action or seek relief on a class basis. YOU AND VERT AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Notwithstanding any other provision of these terms, disputes regarding the interpretation, applicability, or enforceability of the Class Action Waiver may be resolved only by a court and not by an arbitrator. If there is a final judicial determination that applicable law precludes enforcement of this paragraph's limitations as to a particular remedy, then that remedy (and only that remedy) must be severed from the arbitration and may be sought in court. The parties agree, however, that any adjudication of remedies not subject to arbitration shall be stayed pending the outcome of any arbitrable claims and remedies. You and Vert knowingly and irrevocably waive any right to trial by jury in any action, proceeding, or counterclaim.

E. Exception - Litigation of Intellectual Property and Small Claims Court Claims

Notwithstanding the parties' decision to resolve all disputes through arbitration, either party may bring an action in state or federal court to protect its intellectual property rights ("intellectual property rights" means patents, copyrights, moral rights, trademarks, and trade secrets, but not privacy or publicity rights). Either party may also elect to have disputes or claims resolved in a small claims court that are within the scope of that court's jurisdiction. Either party may also seek a declaratory judgment or other equitable relief in a court of competent jurisdiction regarding whether a party's claims are time-barred or may be brought in small claims court in your state and county of residence. Seeking such relief shall not waive a party's right to arbitration under this agreement.

F. Changes to this Section

Vert will provide 30 days' notice of any changes affecting the substance of this Section 16. Changes will become effective on the 30th day. If you continue to use the Services after the 30th day, you agree that any unfiled claims of which Vert does not have actual notice are subject to the revised clause.

G. Severability

If any part of these arbitration terms is found to be illegal or unenforceable, the remainder will remain in effect, except that if a finding of partial illegality or unenforceability would allow class arbitration, class action, or representative action, this entire dispute resolution section will be unenforceable in its entirety.

17. General Terms

A. Conflict of Terms

In the event of any conflict between these Terms and information provided by customer support or other portions of our Services, these Terms will control.

B. Reservation of Rights

Vert and its licensors exclusively own all right, title, and interest in and to the Services, including all associated intellectual property rights. You acknowledge that the Services are protected by copyright, trademark, and other laws of the United States and foreign countries. You agree not to remove, alter, or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Services. Neither these Terms nor your use of the Services convey or grant to you any rights: (i) in or related to the Services except for the explicit limited license granted in these Terms; or (ii) to use or reference in any manner company names, logos, product or service names, trademarks, or service marks of Vert or its licensors.

C. Entire Agreement

These Terms (and any additional terms, contracts, rules, and conditions that Vert may post through the Services), and, if applicable, other license agreements constitute the entire and exclusive understanding and agreement between Vert and you regarding the Services, and these Terms supersede and replace all prior oral or written understandings or agreements between Vert and you regarding the Services. Except as set forth in the “Arbitration and Class Action Waiver” Section, if any provision of these Terms is held invalid or unenforceable by an arbitrator or a court of competent jurisdiction, that provision will be enforced to the maximum extent permissible, and the other provisions of these Terms will remain in full force and effect.

D. Assignment

You may not assign or transfer these Terms, by operation of law or otherwise, without Vert's prior written consent. Any attempt by you to assign or transfer these Terms, without such consent, will be null. Vert may freely assign or transfer these Terms without restriction. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors and permitted assigns.

E. Notices

Vert may give notice by any means of communication reasonably anticipated to notify you of the information provided. You agree that all notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing or be delivered in a particular manner. You agree that you have the ability to store such electronic communications such that they remain accessible to you in an unchanged form. By way of example only, such communication may be a general notice on the Services or via email to the email address listed on your Account. It is your obligation to update your Account information so that we may contact you as may be necessary. Such notice shall be deemed to have been given 48 hours after dispatch.

F. Waiver of Rights

Vert's failure to enforce any right or provision of these Terms will not be considered a waiver of such right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of Vert. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise.

G. Section Titles

The section titles in the Terms are solely used for the convenience of the parties and have no legal or contractual significance.

H. Statute of Limitations

You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to the use of the Services or the Terms must be filed within one (1) year after such claim or cause of action arose or be forever barred. This statute of limitations provision does not apply to residents of New Jersey.

I. No Third-Party Beneficiaries

You agree that, except as otherwise expressly provided in these Terms, there shall be no third-party beneficiaries to these Terms.

J. Additional Product Specific Terms

Please see the “Product Specific Terms” below and incorporated herein. To the extent there is a direct conflict between these Terms and the terms displayed in another product offered by Vert under the “Product Specific Terms” sections, the latter takes precedence over these Terms with respect to your use of that product.

K. Disclosure And Consent to The Use Of Electronic Communications.

By creating an Account you are acknowledging your “written” consent for Vert to contact you via the use of electronic Communication about our products and Services and your use thereof, at the contact information you have provided and agree to the Disclosure And Consent To The Use Of Electronic Communications which are linked here and are incorporated into these Terms by reference.

18. Contact Information

If you have any questions about these Terms or the Services, please contact Vert at support@vert.ai.

PRODUCT-SPECIFIC TERMS:

Vert provides a number of different products and services, which each may incorporate Third Party Resources. The following additional terms and conditions govern your use of these products.

1. Mobile Payment Services

The Mobile Payment Services enables you to pay for certain parking through our Services. You can activate the Mobile Payment Services for a particular parking transaction by either (1) scanning the QR code posted on the signage at the Vert Location; (2) initiating a transaction via text messaging (where available) in accordance with these Terms, or (3) accessing our mobile website.

You are solely responsible for correctly entering the relevant parking zone number and space number, which will be displayed at the parking site; and license plate number where required. The parking zone number informs us of the rate to charge you for your parking at that parking site. It also informs us of any restrictions on the amount of time you are permitted to park your vehicle in that zone. You are responsible for checking the parking site to determine if there are other parking restrictions (“On-Site Parking Restrictions”). On-Site Parking Restrictions may include notices, signs, or directions posted by relevant Partners. We do not and cannot guarantee that the charges displayed in our Services adequately account for On-Site Parking Restrictions. Any violations of On-Site Parking Restrictions are solely your responsibility.

Use of the Mobile Payment Services does not guarantee you a parking space, and you may only initiate the Mobile Payment Services after you have parked in an available space at that parking site. Before leaving your vehicle unattended, please confirm that we have accepted your parking transaction request. Confirmation shall be sent to you by email or text message in accordance with these Terms or through your App. You are responsible for any fine, ticket, or penalty charge issued between the time you park your vehicle and when you receive confirmation that we have accepted your parking transaction request.

You are solely responsible for resolving with the relevant authorities any issues that you may have regarding the issuance of fines, parking tickets, penalty notices or your vehicle being impounded.

2. Citations Services

The Citations Services enable you to pay for certain citations and, where available, appeal them.

To access your citation, you will be required to enter certain information, such as your license plate number or citation number. Please be advised that we provide only a platform for you to view and/or pay citations. We are not responsible for the issuance of citations, the validity or legality of such citations, the due date for payment of the citation, or the amount of any fees in citations. To the extent you have questions about your citation, you must do so via the contact information supplied on the citation. You are solely responsible for resolving with the relevant authorities any issues that you may have regarding the issuance of citations.

3. Monthly Permit Services

The Monthly Permit Services enable you to obtain and manage certain parking-related permits issued by our applicable Partners. You will be required to provide us with certain information to obtain a permit, such as the license plate number of your vehicle. Permits issued through the Monthly Permit Services are not transferable.

You understand that permits obtained through the Services may be subject to additional restrictions set by the applicable Partner. For example, permits may be issued specific to a single vehicle or there may be restrictions or limitations in the number of times a vehicle plate may be switched. Likewise, applicable third parties may also impose policies that prohibit Vert from issuing refunds or exchanges of permits. You must keep the information in your Account and/or with that permit current and accurate, or you may be subject to penalties or fines imposed by regulatory authorities or third parties.

Vert is acting as an agent of its Partner’s in issuing the Monthly Permit Service and is not responsible for any inaccuracies or faulty permits that are authorized, issued or enforced. You are responsible for any fine, ticket, or penalty charge issued for failure to comply with any permit terms, including terms imposed by government municipalities or other third parties. You are solely responsible for resolving with the relevant authorities any issues that you may have regarding, without limitation, the issuance of fines, tickets, penalty notices or your vehicle being impounded, or other issues that arise in connection with the Monthly Permit Service.

DISCLOSURE AND CONSENT TO THE USE OF ELECTRONIC COMMUNICATIONS

As part of your relationship with us, we are required by law to give you certain information “in writing.” We may also need to obtain your signature to perform certain functions. You can choose to both receive information and to provide necessary signatures related to your relationship with us electronically, instead. In order to do this, we first need your consent to use electronic records and signatures (the “Disclosure and Consent”). In this Disclosure and Consent, the words “Communications” means each disclosure, notice, record, document, or other information we provide to you, or that you sign or submit or agree to at our request, in connection with your relationship with us and any Service we provide. Definitions used herein, but not otherwise defined, have the meanings ascribed to them in the Vert AI Inc. Terms of Service which are incorporated herein by reference.

By providing your consent to us, you are consenting to the use of electronic records and signatures in connection with your relationship with us, and also confirming that:
* You have reviewed this Disclosure and Consent,
* You agree to receive your account statements from us electronically,
* You have the hardware and software described below,
* You are able to receive and review electronic records, and
* You have an active email account and have provided the correct address to us.

1. Scope of your consent. Your consent applies to Communications related to all Services we may make accessible or available, or offer to you, whether through a website, software application, email, messaging services (including text messages), or otherwise. Your consent includes, but is not limited to, all Communications related to parking and transit payment services, your registration and Account with us, and the use of our Apps.

2. Delivery of Communications. In our sole discretion, the Communications we provide to you, or that you sign or agree to at our request, may be in electronic form (“Electronic Records”). We may also use electronic signatures and obtain them from you as part of our transactions with you. Electronic Records may be delivered to you by (i) posting on the Website, (ii) email to you at the email address you provide to us, (iii) through a mobile application, (iv) accessing an online location that we designate in an e-mail, text message or other electronic notice we send to you at the time the Communication is available, or (v) via text message at the phone number you provide to us, if you agree to do so.

We may always, in our sole discretion, provide you with any Communication in writing or send it to you via the U.S. mail or other means of delivery, even if you have chosen to receive it electronically. We may require any information you provide to us, or any document you sign, to be delivered to us in writing. You should print or download a copy of any Electronic Records for your own records, including this Disclosure and Consent.

3. Your option to receive paper copies. If we provide an Electronic Record to you, and you want a paper copy, you may email support@vert.ai and request a paper version. You may have to pay a fee for the paper copy unless charging a fee is prohibited by applicable law.

4. You may withdraw your consent at any time; Consequences of withdrawing consent; How to give notice of withdrawal. You have the right to withdraw your consent at any time. Please be aware, however, that withdrawal of consent may result in the termination of your use of or access to certain Services. To withdraw your consent, contact our support team via email at support@vert.ai. Your withdrawal of consent will become effective after we have had a reasonable opportunity to act upon it.

5. You must keep your contact information current with us. You must notify us immediately of any change to the email, telephone, or mailing addresses you provide to us (“Contact Information”). You can make changes to your Contact Information by changing your profile information or emailing support@vert.ai.

6. System Requirements. In order to view and retain your electronic Communications, you may need:
* Internet access, a Current Version of an internet browser we support;
* A mobile device running a Current Version of the Apps;
* A printer or other storage device; and
* An active email address associated with your Account.

You must have a computer or handheld device using a Current Version of an operating system capable of supporting all of the requirements described above. By “Current Version”, we mean a version of the software currently supported by its publisher. We reserve the right to discontinue support of a Current Version of software if, in our sole opinion, it suffers from a security flaw or other flaw that makes it unsuitable for our use of electronic Communications. In some cases, you may also need a specific brand or type of device that can support a particular software application, including an application intended for particular mobile or handheld devices. To receive text messages you will need an active telephone number and a device capable of receiving text messages sent to that number.

If we change these hardware or software requirements, and that change creates a material risk that you would not be able to access or retain your electronic Communications, we will notify you of the revised hardware or software requirements, but you will continue to receive electronic Communications until you withdraw your consent. In the event of a complaint or concern regarding this Disclosure and Consent or the electronic Communication associated with the Services, or for more information, please contact Vert at support@vert.ai.