Terms of service

TABLE OF CONTENTS

These Terms of Service ("Terms") are entered into by and between you and Share Spot LLC, doing business as TruxSpot ("TruxSpot," "Company," "we," "us," or "our"), a Pennsylvania limited liability company located at 3100 Reading Ave, Feasterville-Trevose, PA 19053, United States.

These Terms govern your access to and use of the TruxSpot website, mobile applications, hosted applications, parking management software, marketplace, payment functionality, automated phone assistant, and all related products, features, content, and services provided by TruxSpot (collectively, the "Service").

Depending on how you use the Service, you may be referred to in these Terms as a "Driver," "Fleet Account Holder," "Parking Owner," "Manager," "Customer," or "User."

A "Parking Owner" means a person or entity that owns, leases, operates, manages, controls, or otherwise has lawful authority to make a Parking Location or parking spaces available through the Service.

A "Manager" means a User authorized by a Parking Owner to access or manage certain Parking Locations or related functionality on behalf of the Parking Owner.

A "Driver" means a User who uses the Service to search for, reserve, purchase, or otherwise obtain access to parking.

A "Fleet Account Holder" means a business that opens an account to reserve and manage parking for its authorized drivers and vehicles.

A "Parking Location" means a parking lot, property, facility, or other location made available through the Service.

A "Parking Fee" means the price charged for the right to use a parking space, excluding TruxSpot Service Fees, Payment Processing Fees, taxes, and other separately disclosed charges unless otherwise stated.

A "Monthly Payment" means the recurring payment charged for each billing period of a monthly or recurring reservation, as shown in the Service.

A "Late Payment Fee" means the one-time fee that may be charged for an overdue Monthly Payment, as described in Section 5.2.

A "Last Month Deposit" means a prepayment of the Monthly Payment for the final billing period of a monthly or recurring reservation, as described in Section 5.

PLEASE READ THESE TERMS CAREFULLY

BY CHECKING A BOX OR CLICKING A BUTTON THAT REFERS TO THESE TERMS, CREATING AN ACCOUNT, MAKING OR ACCEPTING A RESERVATION, OR SELECTING A TRUXSPOT PLAN, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THESE TERMS. THESE TERMS ALSO APPLY TO ANY OTHER ACCESS TO OR USE OF THE SERVICE. OUR PRIVACY POLICY DESCRIBES HOW WE HANDLE PERSONAL INFORMATION.

IF YOU DO NOT AGREE TO THESE TERMS, YOU MAY NOT USE THE SERVICE.

ARBITRATION NOTICE: THESE TERMS CONTAIN A BINDING ARBITRATION AGREEMENT, A CLASS ACTION WAIVER, AND A JURY TRIAL WAIVER IN SECTION 30. EXCEPT AS OTHERWISE PROVIDED IN SECTION 30, DISPUTES BETWEEN YOU AND TRUXSPOT WILL BE RESOLVED THROUGH INDIVIDUAL BINDING ARBITRATION RATHER THAN IN COURT. YOU MAY OPT OUT WITHIN THIRTY (30) DAYS AS DESCRIBED IN SECTION 30.7.

1. TRUXSPOT SERVICE

1.1 Technology Platform

TruxSpot provides a technology platform that connects Drivers seeking commercial vehicle parking with Parking Owners that make parking spaces available.

TruxSpot may also provide Parking Owners and their authorized Managers with parking management software, payment functionality, reservation management, subscription management, customer management, availability management, analytics, and other business tools.

Except where expressly stated otherwise in a listing, TruxSpot does not own, lease, operate, manage, maintain, or control Parking Locations listed through the Service. TruxSpot acts solely as a booking and technology provider.

1.2 Relationship Between Driver and Parking Owner

When a parking reservation is confirmed, the agreement to provide and use the applicable parking space is formed directly between the Driver and the applicable Parking Owner.

TruxSpot facilitates the transaction but is not the provider of the physical parking space.

A reservation provides the Driver with a limited right to enter and use the applicable Parking Location during the applicable reservation period, subject to these Terms and the Parking Restrictions disclosed for that Parking Location. A reservation is not a lease of real property and does not grant exclusive possession of any area.

1.3 Independent Parties

Parking Owners are independent businesses or individuals and are not employees, agents, joint venturers, franchisees, or partners of TruxSpot.

Managers act on behalf of the Parking Owner that authorized their access and are not employees or agents of TruxSpot solely by virtue of their use of the Service.

Nothing in these Terms creates an employment, partnership, joint venture, agency, fiduciary, or similar relationship between TruxSpot and any User, except that each Parking Owner appoints TruxSpot as its limited agent to accept payments from Drivers on the Parking Owner's behalf as described in Section 13.

2. ELIGIBILITY AND ACCOUNTS

2.1 Eligibility

You must be at least eighteen (18) years old and legally capable of entering into a binding agreement to use the Service.

If you use the Service on behalf of a company or other legal entity, you represent and warrant that you have authority to bind that entity to these Terms, and "you" includes that entity.

2.2 Account Information

You agree to provide accurate, complete, and current information, including your name, phone number, email address, and vehicle information, and to update such information when necessary.

You are responsible for maintaining the confidentiality of your account credentials and for activity occurring through your account, except to the extent caused by a security failure of TruxSpot's own systems.

You must promptly notify TruxSpot if you believe your account has been accessed or used without authorization.

2.3 Account Roles

TruxSpot currently provides the following account roles: Parking Owner, Manager, Driver, and Fleet Account Holder.

A Parking Owner may create and manage Parking Locations, parking inventory, reservations, customers, pricing, availability, payments, subscriptions, Managers, and other functionality made available to Parking Owners.

A Manager is a User authorized by a Parking Owner to access and manage certain Parking Locations, reservations, customers, or other functionality on behalf of the Parking Owner.

The Parking Owner is responsible for granting appropriate permissions to its Managers and for the activities of Managers acting within the access provided by the Parking Owner.

A Driver may use the Service to search for parking, view Parking Locations, make and manage reservations, make payments, and access other Driver functionality.

Users may only access and use roles, permissions, and functionality for which they are authorized.

TruxSpot may introduce, modify, or discontinue account roles, permissions, and related functionality from time to time.

2.4 Fleet Accounts

A carrier, fleet operator, or other business may open a Fleet Account to reserve and manage parking for its authorized drivers and vehicles.

The Fleet Account Holder decides who may book or use parking under its account and must promptly remove access for anyone who is no longer authorized. Reservations made by or for an authorized driver are treated as reservations made by the Fleet Account Holder.

The Fleet Account Holder is responsible for all charges incurred under its account and for ensuring that its drivers comply with these Terms and applicable Parking Restrictions. Each driver who uses a reservation must also comply with these Terms.

If TruxSpot and a Fleet Account Holder sign a separate written agreement, that agreement controls where it expressly conflicts with these Terms.

3. PARKING RESERVATIONS

3.1 Reservations

Drivers may use the Service to locate and reserve available parking.

Available reservation types may include hourly, daily, weekly, multi-day, monthly, recurring, or other parking products made available through TruxSpot.

The applicable price, reservation period, Parking Location, Parking Restrictions, cancellation terms, deposit and late payment terms (if any), and itemized charges, including the Service Fee and Payment Processing Fee, will be displayed before the Driver confirms a reservation.

3.2 Instant and Approval-Based Reservations

Certain reservations may be confirmed immediately through Instant Booking.

Other reservations may require approval by the Parking Owner through Manual Approval.

A reservation requiring Parking Owner approval is not confirmed until the applicable approval has been provided through the Service. If a request is rejected or is not approved before the requested start time, the Driver will not be charged for it, and any amount collected for that request will be refunded or released.

3.3 Payment Authorization

By completing a reservation, the Driver authorizes TruxSpot and its payment processors to charge the selected payment method for the Parking Fee and all applicable Service Fees, Payment Processing Fees, taxes, deposits, and other charges disclosed before confirmation.

3.4 Parking Location Rules and Restrictions

Parking Owners may establish location-specific rules, requirements, and restrictions applicable to the use of their Parking Locations ("Parking Restrictions").

Parking Restrictions provided by the Parking Owner may include, without limitation, restrictions or requirements relating to vehicle type or dimensions, designated parking areas, access and entry procedures, parking duration, idling, hazardous materials, loading or unloading, prohibited activities, use of amenities, and other conditions applicable to the Parking Location.

Applicable Parking Restrictions are published on the relevant Parking Location page and are made available to Drivers before a reservation is completed.

By completing a reservation, the Driver acknowledges and agrees to comply with the Parking Restrictions displayed for the applicable Parking Location at the time of booking.

Parking Owners are responsible for ensuring that their Parking Restrictions are accurate, current, lawful, and not misleading. Parking Owners and their authorized Managers must promptly update Parking Restrictions through the Service when applicable requirements change.

Parking Owners may not impose additional material restrictions on a confirmed reservation that were not disclosed to the Driver through the Service before the reservation was completed, except where reasonably necessary to comply with applicable law, address an immediate safety concern, or respond to circumstances beyond the Parking Owner's reasonable control. If such a new restriction prevents the Driver from using the space as booked, the Driver may cancel the unused portion of the reservation and receive a refund under Section 4.4.

TruxSpot facilitates the publication of Parking Restrictions provided by Parking Owners but does not independently establish, verify, or guarantee such restrictions.

Parking Restrictions may not conflict with applicable law or these Terms.

4. CANCELLATIONS, REFUNDS, CHANGES, AND NO-SHOWS

The Payment Processing Fee is non-refundable in all cases, as described in Section 12.2. All references in this Section 4 to a "full refund" mean a refund of all amounts paid for the reservation except the Payment Processing Fee.

4.1 Hourly, Daily, Weekly, and Other Non-Recurring Reservations

Unless a different cancellation policy is clearly disclosed before booking, hourly, daily, weekly, multi-day, and other non-recurring reservations may be cancelled for a full refund if cancelled before the reservation start time.

Once the reservation period has begun, amounts paid for the reservation are non-refundable except where required by applicable law or expressly provided otherwise in these Terms.

4.2 Monthly and Recurring Reservations

Before the initial start time. A monthly or recurring parking reservation may be cancelled at least twenty-four (24) hours before the initial reservation start time for a full refund, including any Last Month Deposit paid. If cancelled less than twenty-four (24) hours before the initial start time, the reservation will be cancelled without a refund, and the Driver may use the parking space for the paid billing period.

After the reservation has started. After the initial reservation period has begun, the Driver may cancel the recurring reservation at any time by submitting a cancellation request through the Service. The cancellation takes effect when the Parking Owner confirms it or automatically three (3) days after the request is submitted, whichever is earlier. After the cancellation takes effect:

• no further recurring charges will be made, provided the request was submitted before the next scheduled Monthly Payment;
• amounts already charged for the current billing period are not refunded, and the Driver may continue to use the parking space through the end of that paid billing period;
• if the Driver paid a Last Month Deposit that has not been applied to an overdue Monthly Payment under Section 5.3, it is applied to the final billing period following the paid billing period, and the Driver may use the parking space during that final period or choose not to use it. A Last Month Deposit is not refunded if the Driver chooses not to use the final period; and
• the Parking Owner may, at its sole discretion, issue a partial refund through the Service.

A monthly reservation may also be cancelled for unresolved nonpayment as described in Section 5.5, subject to applicable law and disclosed deadlines.

4.3 Reservation Changes

Modifications to a reservation may result in additional Parking Fees, Service Fees, taxes, or other applicable charges. Any additional amount will be shown to the Driver before the modification is confirmed.

The Driver authorizes TruxSpot to charge applicable additional amounts resulting from an approved reservation modification.

4.4 Parking Owner Rejection and Cancellation

For reservations subject to Manual Approval, the Parking Owner may reject a reservation request before the reservation start time. A rejected reservation request does not become a confirmed reservation, and any applicable payment authorization or charge will be released or refunded.

After a monthly reservation has been confirmed, the Parking Owner may cancel the monthly reservation through functionality made available by TruxSpot.

Parking Owners may not cancel confirmed hourly, daily, weekly, or other non-monthly reservations through the ordinary Service functionality, except where TruxSpot provides otherwise or where cancellation is required because of applicable law, an immediate safety issue, or circumstances that make performance of the reservation impossible.

If a Parking Owner cancels a confirmed reservation, or the reserved space is not available to the Driver for reasons not caused by the Driver, the Driver will receive a refund of the Parking Fee and Service Fee for the unused portion of the reservation, together with any unapplied Last Month Deposit. The Payment Processing Fee is non-refundable. The Driver should report an unavailable space to TruxSpot as soon as possible and in any event within forty-eight (48) hours. This Section 4.4 does not apply where the reservation is cancelled because of the Driver's material breach of these Terms or the Parking Restrictions.

If TruxSpot determines that a confirmed reservation cannot reasonably be honored, TruxSpot may terminate the applicable reservation and process the refund described above.

Repeated rejection or cancellation of reservations, misuse of Manual Approval, or failure to honor confirmed reservations may result in listing restrictions, suspension, termination, or other measures by TruxSpot.

4.5 No-Shows

Failure to use a confirmed reservation does not entitle the Driver to a refund, except as provided in Section 4.4.

4.6 How Refunds Are Paid

Refunds are issued to the original payment method. The time it takes for a refund to appear depends on the Driver's bank or card issuer.

5. MONTHLY PARKING AND RECURRING BILLING

Certain Parking Locations may offer monthly or recurring parking.

Monthly and recurring reservations renew automatically for each billing period until cancelled. By enrolling in recurring parking, the Driver authorizes TruxSpot or its payment processor to automatically charge the applicable payment method for the Monthly Payment for each billing period until the recurring reservation is cancelled in accordance with these Terms. This authorization also covers any Late Payment Fee and other charges disclosed to and accepted by the Driver under these Terms, subject to applicable law.

The applicable reservation start date, billing schedule, Monthly Payment amount, any Last Month Deposit, any Late Payment Fee policy, the payment-recovery terms, and the cancellation method will be disclosed before purchase, and TruxSpot will send a confirmation of these terms after enrollment.

The Monthly Payment will not change during a billing period that has already been paid. TruxSpot will notify the Driver of any increase in the Monthly Payment at least thirty (30) days before it applies, so that the Driver can cancel before being charged the new price. Collecting a previously assessed Late Payment Fee as a separate charge is not an increase in the Monthly Payment.

The Driver may stop future recurring charges at any time before the next scheduled Monthly Payment by submitting a cancellation request through the Service, as described in Section 4.2. Cancellation does not entitle the Driver to a refund for a billing period that has already begun and does not eliminate amounts lawfully incurred before cancellation.

Certain monthly reservations may require a Last Month Deposit, where disclosed before purchase. A Last Month Deposit is a prepayment of the Monthly Payment for the final billing period of the reservation. It is collected at the start of the reservation and is applied to the final billing period when the reservation is cancelled, unless it has already been applied to an overdue Monthly Payment under Section 5.3. A Last Month Deposit is non-refundable, except as provided in Sections 4.2 and 4.4.

5.1 Failed Monthly Payments

If a scheduled Monthly Payment is declined, returned, or otherwise unsuccessful, the Driver remains responsible for the amount properly due under the reservation. TruxSpot or its payment processor may retry the payment during the applicable grace period in accordance with the disclosed payment-recovery terms, the Driver's payment authorization, and payment processing rules. The Driver is responsible for maintaining a valid payment method and promptly resolving any outstanding balance.

Where available, the Service will show the Driver the amount due, the payment-recovery terms, the payment retry schedule, and relevant deadlines. A failed payment does not by itself change the agreed Monthly Payment amount.

If the overdue Monthly Payment is collected during the payment-recovery period, the reservation remains active, subject to any Late Payment Fee or other outstanding amounts.

If the overdue Monthly Payment remains unpaid after the final payment attempt at the end of the grace period, Section 5.3 applies where a Last Month Deposit is available, and Section 5.5 applies in all other cases.

5.2 Grace Period and Late Payment Fees

A Parking Owner may enable a Late Payment Fee policy for monthly or recurring reservations at a Parking Location. If enabled, the policy will specify the grace period, whether days are counted as calendar days or business days, and the Late Payment Fee, expressed as a percentage of the monthly Parking Fee included in the overdue Monthly Payment, excluding any Service Fee, Payment Processing Fee, and taxes. The Late Payment Fee may not exceed ten percent (10%) of that monthly Parking Fee. The rate, calculation basis, grace period, payment-recovery deadline, and possible cancellation consequences will be shown to the Driver before the reservation is confirmed.

If the Monthly Payment remains unpaid after the grace period, a one-time Late Payment Fee may be assessed for that overdue Monthly Payment, but only to the extent permitted by applicable law and the terms accepted by the Driver. No more than one Late Payment Fee will be assessed for the same overdue Monthly Payment, regardless of the number of payment attempts.

A Late Payment Fee is separate from the Monthly Payment and does not change the amount of future Monthly Payments. A Late Payment Fee that cannot be collected remains due and may be collected with a later payment as described in Section 5.4.

The Parking Owner may exempt a particular Driver from Late Payment Fees at its Parking Location. An exemption does not excuse unpaid Monthly Payments or other payment-recovery obligations. Any waiver or reversal of a Late Payment Fee will be handled through the Service and shown in the payment records. A waived, reversed, or paid Late Payment Fee will not be carried forward or collected again.

5.3 Use of Last Month Deposit Following Payment Default

If a monthly reservation includes a Last Month Deposit and the Parking Owner has enabled deposit use for unpaid Monthly Payments, TruxSpot may, on behalf of the Parking Owner and to the extent permitted by law, apply the available Last Month Deposit toward an overdue Monthly Payment after the disclosed deposit-use deadline, provided that the payment remains unpaid and the Driver has accepted the applicable deposit terms.

The Last Month Deposit is applied only toward the overdue Monthly Payment, not toward Late Payment Fees. Deposit use and a Late Payment Fee are separate mechanisms and may both apply to the same overdue payment. The amount applied may not exceed the available deposit or the overdue Monthly Payment, and the same deposit funds may not be applied twice.

The Driver is not required to replenish a Last Month Deposit that has been applied to an overdue Monthly Payment. Once applied, those funds are no longer available for the final billing period.

If the deposit covers the overdue Monthly Payment in full, the reservation remains active, and any unpaid Late Payment Fee will be collected as described in Section 5.4. If the available deposit is less than the overdue Monthly Payment, the available deposit will be applied, the remaining balance remains due, and the reservation may be cancelled under Section 5.5.

TruxSpot will make reasonable efforts to notify the Driver before applying the deposit and will confirm the amount applied. Applying the deposit is not a new charge; it is an application of funds the Driver has already paid.

5.4 Replenishment of Applied Deposits

A Late Payment Fee validly assessed under Section 5.2 but not collected remains an outstanding obligation of the Driver, subject to applicable law.

Active reservations. If the reservation remains active, including where the overdue Monthly Payment was covered by the Last Month Deposit, the unpaid Late Payment Fee will be added as a separate line item to the next scheduled Monthly Payment for that reservation. The Driver authorizes TruxSpot or its payment processor to collect it together with that Monthly Payment, provided that the Late Payment Fee was disclosed to and accepted by the Driver and the collection is permitted by applicable law.

Cancelled reservations. If a reservation is cancelled while a Late Payment Fee remains unpaid, the Late Payment Fee remains due. If the same Driver later books a new monthly or recurring reservation at the same Parking Location, the outstanding Late Payment Fee may be added as a separate line item to the first Monthly Payment of the new reservation only, and it will be shown to the Driver at checkout before the new reservation is confirmed. If it remains unpaid after that first payment, it will not be added to later Monthly Payments, but it remains due and may be collected through other lawful means. Outstanding Late Payment Fees are not transferred to reservations at a different Parking Location.

General. Carrying an unpaid Late Payment Fee forward is not a new assessment, and no additional Late Payment Fee will be charged because an earlier Late Payment Fee remains unpaid. The same Late Payment Fee will not be collected more than once. Whenever a carried-forward Late Payment Fee is collected, the payment breakdown will show it separately from the current Monthly Payment, together with its amount and the missed payment it relates to.

5.5 Cancellation for Unresolved Nonpayment

Without a Last Month Deposit. If no Last Month Deposit is available and the final payment attempt at the end of the grace period fails, the reservation is cancelled automatically once the failed final attempt is confirmed, subject to applicable law and any legally required notice or cure period.

With an insufficient Last Month Deposit. If the available Last Month Deposit does not cover the overdue Monthly Payment in full, the remaining balance stays due, and the reservation may be cancelled in accordance with the disclosed payment-recovery terms and applicable law.

Vehicle removal. After cancellation, the Driver must remove the vehicle and any property from the Parking Location no later than the end of the next calendar day after the cancellation takes effect, unless applicable law requires a longer period.

Effect of cancellation. Cancellation for nonpayment ends the Driver's right to park after the cancellation takes effect and stops future Monthly Payments under that reservation. It does not eliminate overdue Monthly Payments, assessed Late Payment Fees, or other amounts lawfully incurred before cancellation. An unpaid Late Payment Fee may be carried forward as described in Section 5.4. TruxSpot will notify the Driver of the cancellation, its effective date, the vehicle-removal deadline, and any outstanding balance, and may notify the Parking Owner.

Any vehicle remaining at the Parking Location after the reservation ends is subject to Sections 6 and 8 and applicable law. Nothing in this Section authorizes unlawful lockouts, towing, removal, or other self-help remedies. Any legally required notice, cure period, or vehicle-removal procedure takes precedence over the timelines in this Section.

5.6 Notifications and Payment Information

TruxSpot may send transactional communications about failed payments, payment retries, grace-period deadlines, Late Payment Fees, carried-forward Late Payment Fees, deposit use, payment recovery, automatic cancellation, and vehicle-removal deadlines by email, SMS, push notification, or other channels described in Section 23. In the event of automatic cancellation, TruxSpot will make reasonable efforts to notify the Driver promptly.

The Driver is responsible for keeping contact and payment information accurate and for checking payment and reservation information made available through the Service. Notice requirements imposed by applicable law will control.

5.7 Policy Changes and Existing Reservations

A Parking Owner may change its Late Payment Fee and deposit-recovery settings for future reservations. A change that increases fees, expands deposit-use or cancellation rights, or introduces or materially changes the automatic collection of unpaid Late Payment Fees will not apply to an existing reservation without any notice and affirmative agreement required by applicable law. The payment-recovery terms accepted for a reservation govern that reservation. A Late Payment Fee assessed under earlier accepted terms remains subject to those terms and to this Section 5 until it is paid, waived, reversed, or otherwise resolved.

6. DRIVER RESPONSIBILITIES

Drivers are responsible for their own acts and omissions and those of persons they permit to access a Parking Location.

Drivers must:

• use only authorized parking areas;
• comply with applicable laws, these Terms, and Parking Restrictions;
• ensure that their vehicle and equipment may lawfully be operated and parked;
• follow applicable access, entry, exit, and parking instructions;
• avoid damaging the Parking Location or third-party property;
• leave the Parking Location in substantially the condition in which it was found;
• remove their vehicle and property when the reservation expires or terminates; and
• pay amounts properly due under the reservation.

Drivers may be responsible for reasonable, documented costs resulting from damage caused by them, their vehicles, trailers, equipment, passengers, employees, contractors, or other persons for whom they are legally responsible.

7. VEHICLES, TRAILERS, CARGO, AND PROPERTY

Drivers are solely responsible for their vehicles, tractors, trailers, cargo, freight, equipment, locks, seals, and personal property.

Vehicles must comply with applicable federal, state, and local laws and regulations.

A Parking Owner may refuse or terminate parking for a vehicle that reasonably presents an immediate safety hazard, violates applicable law, materially violates disclosed Parking Restrictions, or is not authorized under the reservation.

Unless expressly permitted by the applicable Parking Owner, loading, unloading, transloading, cargo transfer, vehicle repair, storage of hazardous materials, or commercial activities beyond parking are prohibited.

8. OVERSTAY, UNAUTHORIZED PARKING, TOWING, AND REMOVAL

Drivers must remove their vehicles and other property by the end of the applicable reservation period unless the reservation has been extended through TruxSpot.

Additional Parking Fees or other charges disclosed through the Service before booking may apply to overstays.

Parking Owners may take lawful action regarding unauthorized, abandoned, improperly parked, hazardous, or overstaying vehicles, including towing, booting, or removal, only where and as permitted by applicable law.

Any towing, storage, booting, repossession, or removal charges lawfully imposed by a Parking Owner or third party may be the responsibility of the Driver where permitted by law.

TruxSpot does not provide towing, repossession, or vehicle-removal services and is not responsible for the acts or omissions of Parking Owners, towing companies, lienholders, repossession agents, governmental authorities, or other third parties.

9. PARKING OWNER AND MANAGER RESPONSIBILITIES

9.1 Authority to List

A Parking Owner represents and warrants that it owns, leases, manages, controls, or otherwise has sufficient legal authority, including any required landlord consent, permit, or zoning approval, to offer each Parking Location and parking space made available through TruxSpot.

9.2 Managers

Parking Owners may authorize Managers to perform certain actions on their behalf.

The Parking Owner is responsible for determining appropriate Manager access and for promptly removing or changing such access when a Manager is no longer authorized.

Actions taken by an authorized Manager within the scope of the Manager's access may be treated by TruxSpot as actions taken on behalf of the applicable Parking Owner.

9.3 Accurate Information

Parking Owners and their authorized Managers must provide accurate and current information concerning Parking Locations, including:

• address and location;
• available parking spaces;
• pricing;
• availability;
• vehicle restrictions;
• Parking Restrictions;
• access instructions;
• amenities;
• photographs; and
• other material information presented to Drivers.

Material inaccuracies must be corrected promptly.

9.4 Availability

Parking Owners and Managers are responsible for maintaining accurate availability.

Confirmed reservations must be honored unless cancellation is reasonably necessary because of safety, illegality, force majeure, or another legitimate circumstance. Refunds to Drivers resulting from a Parking Owner's cancellation or unavailable space are governed by Section 4.4 and may be deducted from the Parking Owner's payouts under Section 13.

9.5 Parking Operations

Parking Owners are solely responsible for ownership, operation, maintenance, legal compliance, safety, and condition of their Parking Locations.

TruxSpot does not assume responsibility for these obligations by listing a Parking Location or providing software used to manage it.

9.6 Amenities

Parking Owners are responsible for amenities and features represented in their listings, including gates, fences, lighting, restrooms, showers, cameras, security personnel, access-control systems, Wi-Fi, electrical connections, and other facilities.

Parking Owners and Managers must not knowingly provide materially false or misleading information concerning such amenities and must promptly update a listing when an advertised amenity is not available.

9.7 Driver Information

Parking Owners and Managers may use Driver information received through the Service only to provide and manage reservations, for security and access control, to resolve disputes, and to comply with law. They may not sell Driver information or use it for marketing without the Driver's separate consent, and must protect it with reasonable safeguards.

10. PARKING OWNER SERVICE MODELS AND FEES

TruxSpot offers Parking Owners different commercial service models, including the Marketplace Model and the SaaS Plan.

The applicable service model and actual pricing will be identified during onboarding, through the Parking Owner's account, applicable pricing plan, order form, or another agreement with TruxSpot.

10.1 Marketplace Model

Under the Marketplace Model, TruxSpot provides the Parking Owner with access to the TruxSpot marketplace and related parking management tools.

TruxSpot may market, advertise, promote, distribute, and make Parking Owner inventory available through TruxSpot websites, mobile applications, search engines, marketing channels, partner channels, integrations, affiliates, and other distribution methods.

Unless otherwise agreed, there is no recurring software subscription fee for standard Parking Owner software functionality included in the Marketplace Model.

For transactions subject to the Marketplace Model, TruxSpot may retain or charge a Marketplace Commission of up to thirty percent (30%) of the applicable gross Parking Fees.

The actual Marketplace Commission applicable to the Parking Owner will be disclosed during onboarding, through the applicable plan or account, or otherwise agreed in writing.

Access to TruxSpot's parking management software under the Marketplace Model is provided as part of participation in the TruxSpot marketplace and is not an unconditional standalone free software service.

10.2 SaaS Plan

Under the SaaS Plan, TruxSpot provides Parking Owners and their authorized Managers with access to TruxSpot's parking management software and related functionality as a paid software service.

The SaaS Plan may enable Parking Owners to manage Parking Locations, parking inventory, availability, reservations, customers, subscriptions, payments, parking spaces, and other parking operations.

Parking Owners participating in the SaaS Plan may be charged:

• Monthly Subscription: a recurring software subscription fee of up to $250 per Parking Location per month; and
• Parking Owner Transaction Fee: a transaction fee of up to five percent (5%) of the applicable Parking Fee for transactions processed through TruxSpot.

For transactions processed under the SaaS Plan, Drivers may be charged a Service Fee of up to five percent (5%) of the applicable Parking Fee.

The Driver Service Fee may be referred to as a driver transaction fee in certain Parking Owner-facing interfaces or materials.

The actual Monthly Subscription, Parking Owner Transaction Fee, and Driver Service Fee applicable to the plan or transaction will be disclosed through the Service or otherwise agreed with the applicable party.

The SaaS Plan renews monthly until cancelled. A Parking Owner may cancel the SaaS Plan through its account or by emailing [email protected] before the next renewal date. Access continues through the end of the paid period, and fees already paid are not refunded.

Payment for the SaaS Plan does not guarantee any minimum number of reservations, customers, leads, occupancy, revenue, marketplace impressions, or other business results.

10.3 Different Commercial Terms

TruxSpot may offer promotional, negotiated, volume-based, customized, or other pricing arrangements.

Different Parking Owners may therefore pay different rates.

Unless expressly agreed otherwise in writing, applicable fees will not exceed the maximum amounts stated in these Terms.

10.4 Changes to Plans and Pricing

TruxSpot may modify available plans, pricing, included features, or commercial terms from time to time.

TruxSpot will provide at least thirty (30) days' advance notice of an increase in a Parking Owner's commission, subscription fee, or transaction fee. The increase will apply only to transactions and billing periods after it takes effect.

A Parking Owner may be permitted to change between available service models subject to TruxSpot's then-current eligibility requirements, pricing, features, and commercial terms.

Changing service models does not eliminate fees, commissions, subscription fees, transaction fees, or other amounts incurred before the change becomes effective.

10.5 Commissions on Collected Late Payment Fees

Where a Late Payment Fee is actually collected through the Service, TruxSpot may retain or charge the same Parking Owner commission or transaction-fee rate that applies under the Parking Owner's Marketplace Model, SaaS Plan, or other agreed commercial arrangement, calculated on the collected Late Payment Fee amount. The Parking Owner is entitled to the collected Late Payment Fee less the applicable TruxSpot commission or transaction fee and any other properly disclosed deductions.

No commission is earned on a Late Payment Fee that is waived, reversed, or never collected. Collected Late Payment Fees and related TruxSpot commissions or transaction fees will be accounted for separately from Monthly Payments. A Late Payment Fee commission does not increase the Driver's Monthly Payment, and no Driver Service Fee is charged on a Late Payment Fee unless separately disclosed and authorized.

11. MARKETPLACE PARTICIPATION AND NO CIRCUMVENTION

Access to TruxSpot's parking management software under the Marketplace Model is provided as part of the Parking Owner's commercial relationship with TruxSpot and participation in the TruxSpot marketplace.

A Parking Owner may not use the Marketplace Model primarily for the purpose of obtaining free access to TruxSpot's parking management software while intentionally avoiding, disabling, circumventing, or otherwise preventing legitimate marketplace transactions through TruxSpot.

Parking Owners and Managers may not circumvent, attempt to circumvent, or assist another person in circumventing TruxSpot's marketplace or applicable fees.

If a Driver or other Customer is introduced to or acquired by a Parking Owner through TruxSpot, the Parking Owner or Manager may not solicit, encourage, direct, or require that Customer to complete an eligible parking transaction outside TruxSpot for the purpose of avoiding Marketplace Commissions, Service Fees, transaction fees, or other amounts payable to TruxSpot.

Prohibited circumvention may include directing TruxSpot-acquired Customers to pay directly by cash, check, ACH, Zelle, Venmo, Cash App, another payment processor, another booking service, or another off-platform method for the purpose of avoiding applicable TruxSpot fees.

Parking Owners may use functionality available under the applicable plan to manage independently acquired or pre-existing customers.

A violation of this Section constitutes a material breach of these Terms.

TruxSpot may limit, suspend, or terminate access to the Service and may seek recovery of commissions, fees, damages, or other amounts TruxSpot would reasonably have earned from transactions conducted in circumvention of the Service, together with other remedies available under applicable law.

12. DRIVER SERVICE FEE AND PAYMENT PROCESSING FEE

12.1 Service Fee

TruxSpot may charge Drivers a Service Fee in addition to the Parking Fee.

Where a percentage-based Service Fee applies, the Service Fee may be up to five percent (5%) of the applicable Parking Fee.

The actual Service Fee will be disclosed to the Driver before the transaction is confirmed.

12.2 Payment Processing Fee

TruxSpot may charge a separate Payment Processing Fee associated with processing payments through TruxSpot's third-party payment processor.

The Payment Processing Fee is separate from and is not included in the Service Fee.

The applicable Payment Processing Fee will be shown as a separate line item and included in the total before payment. The Payment Processing Fee is non-refundable in all cases, including where a reservation is otherwise eligible for a full refund. TruxSpot charges a Payment Processing Fee only where permitted by applicable law and payment card network rules.

12.3 Taxes

Transactions may be subject to sales, parking, occupancy, transaction, or other taxes imposed by governmental authorities.

TruxSpot may calculate, collect, remit, or facilitate the collection of taxes where required or permitted by applicable law. Parking Owners are responsible for their own income taxes and for any taxes that TruxSpot is not required by law to collect.

13. PAYMENTS AND PAYMENT PROCESSORS

TruxSpot uses third-party payment processors, including Stripe or successor payment processors, to facilitate certain transactions.

By providing payment information, Users authorize TruxSpot and its payment processors to charge, debit, credit, refund, or otherwise process amounts authorized under these Terms.

Payment processing services may also be subject to additional terms imposed by the applicable payment processor. Parking Owner payouts are made through Stripe Connect, and Parking Owners must accept the Stripe Connected Account Agreement and provide the information Stripe requires.

Each Parking Owner appoints TruxSpot as its limited payment collection agent to accept payments from Drivers on its behalf. A Driver's payment completed through the Service satisfies the Driver's obligation to pay the Parking Owner for that reservation, even if a payout to the Parking Owner is later delayed or fails.

TruxSpot may deduct applicable commissions, transaction fees, refunds, taxes, chargebacks, adjustments, or other amounts due before disbursing funds to a Parking Owner.

Parking Owner payouts may be delayed or withheld where a Driver refund or chargeback relating to the Parking Owner's transactions is pending, and where reasonably necessary to investigate suspected fraud or disputes, to comply with legal requirements, or because of violations of these Terms. Withheld funds will be released when the reason for the hold no longer applies, less any amounts properly deducted.

14. CHARGEBACKS AND PAYMENT DISPUTES

Users agree not to initiate fraudulent or improper chargebacks. Users are encouraged to contact TruxSpot first to resolve a payment problem. Nothing in these Terms limits a User's rights with its bank or card issuer.

TruxSpot may investigate chargebacks and provide relevant transaction, reservation, access, communication, or other records to payment processors or financial institutions.

Parking Owners may be responsible for chargebacks, refunds, penalties, or other payment adjustments attributable to their transactions where permitted by the applicable plan or agreement.

15. INSURANCE

TruxSpot does not provide insurance coverage for Parking Owners, Managers, Drivers, vehicles, tractors, trailers, cargo, freight, equipment, personal property, Parking Locations, or reservations or transactions made through the Service.

TruxSpot does not require Parking Owners to maintain any specific insurance coverage as a condition of using the Service, except where otherwise expressly agreed in writing.

TruxSpot does not verify, monitor, guarantee, or make any representation regarding whether a Parking Owner maintains insurance or whether any insurance maintained by a Parking Owner is sufficient to cover any particular loss, claim, vehicle, trailer, cargo, person, property, or event.

Each Parking Owner and Driver is solely responsible for determining whether insurance is required by applicable law and for obtaining and maintaining any insurance coverage that such party considers necessary or appropriate.

The listing or availability of a Parking Location through TruxSpot does not constitute a representation, warranty, certification, or guarantee that the Parking Location or Parking Owner is insured.

A reservation made through TruxSpot does not create or provide insurance coverage.

TruxSpot is not an insurer, insurance broker, insurance agent, or guarantor.

16. NO CUSTODY, BAILMENT, OR SECURITY SERVICES

TruxSpot does not take possession, custody, care, or control of any vehicle, tractor, trailer, cargo, freight, equipment, seal, lock, personal property, or other property parked at or brought onto a Parking Location.

Unless otherwise required by applicable law, a reservation through TruxSpot does not create a bailment or custodial relationship between TruxSpot and a Driver or Parking Owner.

TruxSpot does not provide guarding, surveillance, monitoring, security, cargo protection, theft prevention, or loss-prevention services at Parking Locations.

TruxSpot does not guarantee that any Parking Location is secure, attended, monitored, fenced, gated, illuminated, or free from theft, vandalism, tampering, unauthorized access, criminal activity, accidents, weather events, or other risks.

The presence of cameras, gates, fencing, lighting, access controls, guards, or other security-related amenities in a listing does not constitute a guarantee by TruxSpot that such amenities are continuously available, operational, monitored, effective, or sufficient to prevent loss.

TruxSpot does not monitor Parking Location security cameras or security footage and has no obligation to do so.

Drivers remain solely responsible for securing their vehicles, trailers, cargo, equipment, and personal property.

17. ASSUMPTION OF RISK

Commercial vehicle parking involves inherent risks.

To the fullest extent permitted by applicable law, Users acknowledge and voluntarily assume risks associated with accessing and using Parking Locations, including risks relating to vehicle accidents, theft, vandalism, cargo loss, property damage, weather, surface conditions, other vehicles, third-party conduct, crime, unavailable or malfunctioning amenities, and other conditions at Parking Locations.

Drivers are responsible for determining whether a Parking Location is appropriate for their vehicle, trailer, cargo, intended use, and circumstances.

This Section does not release any person from liability for fraud, gross negligence, or willful misconduct, and does not affect the refunds described in Section 4.

18. USER CONTENT, REVIEWS, AND LISTING CONTENT

Users may be permitted to submit photographs, reviews, comments, descriptions, messages, listing information, and other content ("User Content").

Users retain ownership of their User Content but grant TruxSpot a worldwide, non-exclusive, royalty-free, transferable, sublicensable license to host, reproduce, modify for formatting, display, distribute, and otherwise use such User Content for operating, improving, promoting, and marketing the Service.

Users represent and warrant that they have the necessary rights to provide such User Content.

Users may not submit fraudulent, defamatory, unlawful, infringing, misleading, threatening, discriminatory, obscene, or otherwise prohibited content.

TruxSpot may remove or restrict User Content where reasonably necessary to enforce these Terms, protect Users, comply with applicable law, or maintain the integrity of the Service.

Users may post honest reviews based on their own experience, including negative reviews. Nothing in these Terms restricts a User's right to give an honest review or to communicate with a government agency, and TruxSpot does not remove reviews solely because they are negative.

19. PROHIBITED CONDUCT

Users may not:

• use the Service for unlawful or fraudulent purposes;
• provide materially false or misleading information;
• impersonate another person or entity;
• access another User's account without authorization;
• interfere with the operation or security of the Service;
• introduce malicious software or code;
• scrape, crawl, systematically extract, or commercially exploit Service data without authorization;
• reverse engineer the Service except where such restriction is prohibited by applicable law;
• misuse another User's personal information;
• manipulate reservations, reviews, pricing, availability, payments, referrals, or promotions;
• resell or sublet a reservation without authorization;
• circumvent applicable TruxSpot fees or payment systems; or
• assist another person in doing any of the foregoing.

20. DISCLAIMERS

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE."

TRUXSPOT DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, AND NON-INFRINGEMENT.

TRUXSPOT DOES NOT WARRANT THAT THE SERVICE WILL ALWAYS BE AVAILABLE, UNINTERRUPTED, SECURE, OR ERROR-FREE.

TRUXSPOT DOES NOT GUARANTEE THAT ANY PARKING LOCATION WILL MEET A DRIVER'S EXPECTATIONS OR THAT ANY PARKING LOCATION, AMENITY, GATE, CAMERA, LIGHT, RESTROOM, SECURITY FEATURE, OR OTHER FACILITY WILL BE AVAILABLE OR FUNCTIONING.

TRUXSPOT DOES NOT GUARANTEE THAT INFORMATION PROVIDED BY A PARKING OWNER, MANAGER, DRIVER, OR OTHER USER WILL ALWAYS BE ACCURATE.

TRUXSPOT DOES NOT GUARANTEE THAT A PARKING LOCATION WILL BE SAFE OR SECURE.

TRUXSPOT DOES NOT GUARANTEE ANY PARTICULAR BUSINESS RESULT, REVENUE, OCCUPANCY, CUSTOMER VOLUME, OR NUMBER OF RESERVATIONS.

TRUXSPOT IS NOT RESPONSIBLE FOR THE INDEPENDENT ACTS OR OMISSIONS OF PARKING OWNERS, MANAGERS, DRIVERS, TOWING COMPANIES, PAYMENT PROCESSORS, LAW ENFORCEMENT, REPOSSESSION AGENTS, OR OTHER THIRD PARTIES.

21. LIMITATION OF LIABILITY

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, TRUXSPOT AND ITS AFFILIATES, MEMBERS, MANAGERS, DIRECTORS, OFFICERS, EMPLOYEES, CONTRACTORS, AND AGENTS WILL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL, OR PUNITIVE DAMAGES ARISING OUT OF OR RELATING TO THE SERVICE OR THESE TERMS.

THIS INCLUDES LOSS OF PROFITS, REVENUE, BUSINESS, DATA, GOODWILL, USE, CARGO, FREIGHT, VEHICLES, TRAILERS, EQUIPMENT, OR BUSINESS OPPORTUNITIES, WHETHER ARISING IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, STATUTE, OR OTHERWISE.

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, TRUXSPOT WILL NOT BE LIABLE FOR THEFT, VANDALISM, VEHICLE DAMAGE, TRAILER DAMAGE, CARGO LOSS, FREIGHT LOSS, CONTAMINATION, SPOILAGE, SEAL BREAKAGE, TOWING, REPOSSESSION, PERSONAL PROPERTY LOSS, PERSONAL INJURY, OR OTHER EVENTS OCCURRING AT A PARKING LOCATION, EXCEPT TO THE EXTENT SUCH LIABILITY CANNOT LAWFULLY BE EXCLUDED.

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, TRUXSPOT'S AGGREGATE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE WILL NOT EXCEED THE GREATER OF: (A) THE AMOUNT OF FEES PAID DIRECTLY TO TRUXSPOT BY THE USER DURING THE SIX (6) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM; OR (B) US $100.

THE FOREGOING LIMITATIONS DO NOT LIMIT REFUNDS OR PAYOUTS EXPRESSLY OWED UNDER THESE TERMS, LIABILITY FOR FRAUD, GROSS NEGLIGENCE, OR WILLFUL MISCONDUCT, OR LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

22. INDEMNIFICATION

To the fullest extent permitted by applicable law, you agree to defend, indemnify, and hold harmless Share Spot LLC d/b/a TruxSpot and its affiliates, members, managers, officers, employees, contractors, and agents from and against third-party claims, liabilities, damages, judgments, losses, costs, and reasonable attorneys' fees arising out of or relating to:

• your use or misuse of the Service;
• your violation of these Terms;
• your violation of applicable law;
• your violation of a third party's rights;
• your vehicle, trailer, cargo, equipment, property, Parking Location, or operations;
• damage, injury, or loss caused by you or persons for whom you are responsible;
• your User Content; or
• if you are a Parking Owner, the ownership, operation, condition, availability, legality, safety, security, or use of your Parking Location.

This obligation does not apply to the extent a claim results from TruxSpot's own gross negligence or willful misconduct. TruxSpot may assume control of the defense of any matter subject to indemnification, and you agree to reasonably cooperate. You may not settle any such matter in a way that imposes obligations on TruxSpot without TruxSpot's written consent.

23. COMMUNICATIONS

23.1 Transactional Communications

TruxSpot may send Users operational communications concerning accounts, reservations, payments, cancellations, security, customer support, Parking Locations, and other Service activity.

Such communications may be sent by email, SMS, telephone, in-app message, or push notification.

23.2 Marketing Communications

Where permitted by applicable law and subject to applicable consent requirements, TruxSpot may send promotional or marketing communications. TruxSpot sends marketing text messages and automated marketing calls only to Users who have separately agreed to receive them.

Consent to receive marketing communications is not a condition of purchasing parking or paid Services.

Users may opt out of marketing communications using the applicable unsubscribe or opt-out mechanism.

Opting out of marketing communications does not prevent TruxSpot from sending necessary transactional or service-related communications.

23.3 Push Notifications

Users may disable push notifications through their device settings, although doing so may affect receipt of reservation or account updates.

23.4 SMS Program Terms

By providing a mobile phone number for text messages, you agree to receive text messages from TruxSpot about your account and reservations and, if you separately opt in, promotional offers. Message frequency varies. Message and data rates may apply. Reply STOP to any message to unsubscribe; you will receive one confirmation message. Reply HELP for help, or contact [email protected] or (484) 848-7236. Mobile carriers are not liable for delayed or undelivered messages. If you opt out of text messages, reservation information remains available in your account and by email.

24. INTELLECTUAL PROPERTY

The Service, including its software, design, interfaces, graphics, trademarks, logos, databases, text, functionality, and other materials provided by TruxSpot, is owned by or licensed to TruxSpot and protected by applicable intellectual property laws.

Subject to compliance with these Terms, TruxSpot grants Users a limited, revocable, non-exclusive, non-transferable, non-sublicensable license to access and use the Service for its intended purpose.

No other rights are granted.

If you believe that content on the Service infringes your intellectual property rights, please contact TruxSpot at [email protected] and identify the work, the content you believe is infringing, and where it appears on the Service. TruxSpot may remove infringing content and may terminate the accounts of repeat infringers.

25. THIRD-PARTY SERVICES AND AUTOMATED ASSISTANT

The Service may integrate with or link to third-party products and services, including payment processors, mapping providers, analytics providers, communication providers, partner platforms, partner offers such as fuel discount programs, and other technology services.

TruxSpot does not control third-party services and is not responsible for their independent availability, performance, content, privacy practices, or acts or omissions.

Use of third-party services may be subject to separate terms.

TruxSpot offers an automated phone assistant powered by artificial intelligence. When you call the assistant, you are communicating with an automated system, not a person. Calls are not recorded, but TruxSpot and its service providers keep text logs of your interaction as described in the Privacy Policy. The assistant's answers may be incomplete or inaccurate. Prices, availability, and reservations are binding only as shown and confirmed in the Service. Do not share payment card numbers, passwords, or other sensitive information with the assistant.

26. PROMOTIONS, REFERRALS, AND CREDITS

TruxSpot may offer promotional codes, referral programs, account credits, rewards, discounts, or similar benefits.

Additional program-specific rules may apply, including the referral program rules published on the Service.

Unless expressly stated otherwise, promotional credits have no cash value, may not be transferred or sold, may be subject to expiration, and may be limited to eligible transactions. These limits do not apply to refunds owed to Users in money.

TruxSpot may revoke credits or rewards obtained through fraud, abuse, self-referral, mistake, manipulation, or violation of applicable program rules.

TruxSpot may modify or discontinue promotional programs subject to applicable law, but will honor rewards already properly earned.

27. SUSPENSION AND TERMINATION

TruxSpot may restrict, suspend, deactivate, or terminate an account or access to some or all of the Service where reasonably necessary because of:

• violation of these Terms;
• suspected fraud;
• payment default;
• chargeback abuse;
• circumvention;
• safety concerns;
• unlawful activity;
• material misrepresentation;
• repeated Parking Owner cancellations;
• misuse of the Service;
• legal or regulatory requirements; or
• conduct that materially harms TruxSpot, Users, or the integrity of the Service.

In cases of suspected fraud, safety concerns, or unlawful activity, TruxSpot may act immediately and without prior notice. In other cases, TruxSpot will notify the User of the reason where practicable.

Users may terminate their accounts subject to outstanding reservations, payment obligations, subscriptions, or other commitments. Closing an account stops future recurring charges.

Termination does not eliminate obligations incurred before termination, including unpaid fees, commissions, refunds, chargebacks, indemnification obligations, or claims arising from prior conduct.

28. CHANGES TO THE SERVICE AND THESE TERMS

TruxSpot may modify, add, remove, suspend, or discontinue features of the Service.

TruxSpot may also modify these Terms from time to time. When these Terms change, TruxSpot will post the revised Terms with a new "Last Updated" date and notify Users through the Service, including in the mobile application, or by email.

For material changes, including changes to Section 30, TruxSpot will ask Users to review and accept the revised Terms through the Service. Users who do not accept the revised Terms may not continue to make new reservations, but changes will not apply retroactively to reservations already confirmed or to disputes already pending.

For other changes, continued use of the Service after the revised Terms become effective constitutes acceptance of the revised Terms where permitted by law.

If you do not agree to revised Terms, you must discontinue use of the Service.

29. PRIVACY

TruxSpot's collection, use, disclosure, and processing of personal information is governed by the TruxSpot Privacy Policy available at truxspot.com/privacy.

The Privacy Policy is incorporated into these Terms by reference.

30. DISPUTE RESOLUTION AND BINDING ARBITRATION

PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR LEGAL RIGHTS.

30.1 Informal Resolution

Before commencing arbitration, you and TruxSpot agree to make reasonable good-faith efforts to resolve the dispute informally.

A written notice describing the dispute and requested relief should be sent to Share Spot LLC d/b/a TruxSpot, 3100 Reading Ave, Feasterville-Trevose, PA 19053, United States, or [email protected]. TruxSpot will send notices to the email address associated with your account.

The parties will have thirty (30) days after receipt of notice to attempt to resolve the dispute before arbitration is initiated. Applicable limitation periods are suspended during this period.

30.2 Binding Arbitration

Except for the exceptions stated below, disputes arising out of or relating to these Terms, the Service, transactions through the Service, or the relationship between you and TruxSpot will be resolved by binding individual arbitration rather than in court.

The arbitration will be governed by the Federal Arbitration Act.

The arbitration will be administered by the American Arbitration Association ("AAA") under its Consumer Arbitration Rules where you use the Service primarily for personal, family, or household purposes, and otherwise under its Commercial Arbitration Rules, available at adr.org. For disputes under the Consumer Arbitration Rules, your fees will not exceed the amount allowed by those rules, and TruxSpot will pay the remaining AAA filing, administrative, and arbitrator fees. Hearings may be conducted by video or telephone or, if in person, in the county where you reside or in Bucks County, Pennsylvania. The arbitrator may award the same individual relief that a court could award and will issue a written decision.

30.3 Exceptions

Either party may:

• bring an eligible individual claim in small claims court;
• seek appropriate injunctive or equitable relief relating to intellectual property, unauthorized access, misuse of the Service, or circumvention; or
• seek relief from an appropriate governmental or regulatory agency where permitted.

30.4 Class Action Waiver

YOU AND TRUXSPOT AGREE THAT EACH PARTY MAY BRING CLAIMS AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF, CLASS MEMBER, OR REPRESENTATIVE IN ANY PURPORTED CLASS, COLLECTIVE, CONSOLIDATED, OR REPRESENTATIVE ACTION.

Unless both parties agree otherwise, an arbitrator may not consolidate claims of more than one person, except as provided in Section 30.6. If this class action waiver is found unenforceable as to a particular claim, that claim must be decided in court, and the remainder of this Section 30 will continue to apply to all other claims.

30.5 Jury Trial Waiver

TO THE EXTENT A DISPUTE IS PERMITTED TO PROCEED IN COURT, YOU AND TRUXSPOT EACH WAIVE, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY RIGHT TO A TRIAL BY JURY.

30.6 Mass Arbitration

If twenty-five (25) or more similar arbitration demands are filed against TruxSpot by or with the assistance of the same or coordinated counsel or organizations, the demands will be administered under the AAA Mass Arbitration Supplementary Rules. Unless the parties agree otherwise, the demands will be filed and resolved in batches of no more than fifty (50), and a batch may be filed only after the previous batch has been resolved. Applicable limitation periods are suspended for demands awaiting filing under this Section. A court may enforce this Section 30.6.

30.7 Arbitration Opt-Out

A User may opt out of this arbitration agreement by providing written notice to TruxSpot within thirty (30) days after first accepting these Terms.

The notice must include the User's full legal name, the email address associated with the TruxSpot account, and a clear statement that the User wishes to opt out of the arbitration agreement.

Notices may be sent to Share Spot LLC d/b/a TruxSpot, Attn: Arbitration Opt-Out, 3100 Reading Ave, Feasterville-Trevose, PA 19053, United States, or to [email protected] with the subject line "Arbitration Opt-Out."

Opting out of arbitration does not affect the remaining provisions of these Terms.

31. GOVERNING LAW AND VENUE

These Terms and any dispute not subject to arbitration will be governed by the laws of the Commonwealth of Pennsylvania, without regard to conflict-of-law principles, except to the extent federal law applies.

Subject to the arbitration provisions above, any dispute not subject to arbitration will be brought exclusively in the state courts located in Bucks County, Pennsylvania, or the United States District Court for the Eastern District of Pennsylvania, and the parties consent to the personal jurisdiction of those courts.

32. ELECTRONIC COMMUNICATIONS AND SIGNATURES

You consent to receive agreements, disclosures, notices, receipts, and other communications electronically.

Electronic acceptance of these Terms, Parking Owner agreements, reservation terms, pricing plans, and other agreements has the same effect as a physical signature to the fullest extent permitted by applicable law.

33. APPLE APP STORE TERMS

If you access the TruxSpot mobile application through Apple's App Store, you acknowledge that:

• these Terms are between you and TruxSpot only, not Apple Inc. ("Apple"), and TruxSpot, not Apple, is solely responsible for the application and its content;
• your license to use the application is limited to use on Apple-branded products that you own or control, as permitted by the App Store Usage Rules;
• Apple has no obligation to provide maintenance or support for the application;
• if the application fails to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price of the application, if any; to the maximum extent permitted by law, Apple has no other warranty obligation with respect to the application;
• TruxSpot, not Apple, is responsible for addressing any claims relating to the application, including product liability claims, claims that the application fails to conform to any legal or regulatory requirement, and claims under consumer protection, privacy, or similar laws;
• TruxSpot, not Apple, is responsible for the investigation, defense, settlement, and discharge of any third-party claim that the application infringes that third party's intellectual property rights;
• you represent that you are not located in a country subject to a U.S. Government embargo or designated as a "terrorist supporting" country, and that you are not listed on any U.S. Government list of prohibited or restricted parties;
• you must comply with applicable third-party terms when using the application;
• questions, complaints, or claims regarding the application may be directed to the contact information in Section 35; and
• Apple and its subsidiaries are third-party beneficiaries of these Terms and may enforce them against you as they relate to the application.

34. GENERAL TERMS

34.1 Entire Agreement

These Terms, the Privacy Policy, applicable pricing plans, reservation terms, Parking Owner agreements, and any other terms expressly incorporated by reference constitute the agreement between you and TruxSpot regarding the applicable Service.

If a separately executed written agreement between TruxSpot and a Parking Owner, Fleet Account Holder, or other business customer expressly conflicts with these Terms, the separately executed agreement will control with respect to that conflict.

34.2 Assignment

You may not assign these Terms without TruxSpot's prior written consent.

TruxSpot may assign these Terms in connection with a merger, acquisition, reorganization, sale of assets, corporate restructuring, or other business transaction.

34.3 Severability

If any provision of these Terms is found unenforceable, that provision will be enforced to the maximum extent permitted by applicable law and the remaining provisions will remain effective, except as provided in Section 30.4.

34.4 No Waiver

Failure to enforce any provision of these Terms does not waive the right to enforce it later.

34.5 Force Majeure

TruxSpot will not be responsible for delays or failures resulting from circumstances beyond its reasonable control, including natural disasters, severe weather, power failures, internet or telecommunications failures, governmental actions, labor disputes, war, civil unrest, epidemics, or failures of third-party infrastructure. This Section does not affect refunds owed under Section 4.4.

34.6 Survival

Provisions that by their nature should survive termination will survive, including provisions concerning payments, intellectual property, insurance disclaimers, no custody, limitation of liability, indemnification, dispute resolution, and governing law.

35. CONTACT INFORMATION

The Service is provided by:

Share Spot LLC d/b/a TruxSpot, 3100 Reading Ave, Feasterville-Trevose, PA 19053, United States

Phone: (484) 848-7236

Customer support: [email protected]

Legal notices: [email protected]

Questions regarding these Terms or the Service may be sent to the contact information above.

© 2026 Share Spot LLC d/b/a TruxSpot. All rights reserved.