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<br />Non-Professional Services Agreement between 1/16/2025
<br />City of San Leandro and ParkMobile, LLC Exhibit D Page 3 of 7
<br />(e) remove any proprietary notices from the
<br />Platform or Documentation; (f) use the Platform
<br />or Documentation in any manner or for any
<br />purpose that infringes, misappropriates, or
<br />otherwise violates any IP Right or other right of
<br />any person, or that violates any applicable law;
<br />(g) upload invalid data, malware, or other
<br />software agents through the Platform; or (h) use
<br />the Platform for any purpose beyond the scope
<br />of the access granted in this Agreement.
<br />2.4 Reservation of Rights. Nothing in this
<br />Agreement grants any right, title, or interest in
<br />or to (including any license under) any IP
<br />Rights in or relating to, the Services, whether
<br />expressly, by implication, estoppel, or
<br />otherwise. All right, title, and interest in and to
<br />the Services are and will remain with
<br />ParkMobile.
<br />2.5 Changes. ParkMobile reserves the right, in its
<br />sole discretion, to make any changes to the
<br />Services that it deems necessary or useful to: (a)
<br />maintain or enhance: (i) the quality or delivery
<br />of ParkMobile's services to its customers; (ii)
<br />the competitive strength of or market for
<br />ParkMobile's services; or (iii) the Services' cost
<br />efficiency or performance; or (b) to comply with
<br />applicable law.
<br />2.6 Suspension or Termination of Services.
<br />Notwithstanding anything to the contrary in this
<br />Agreement, ParkMobile may suspend,
<br />terminate, or otherwise Client’s, any Authorized
<br />User’s, or any other person’s access to or use of
<br />all or any part of the Services, without incurring
<br />any resulting obligation or liability, if: (a)
<br />ParkMobile receives a judicial or other
<br />governmental demand or order, subpoena, or
<br />law enforcement request that expressly or by
<br />reasonable implication requires ParkMobile to
<br />do so; or (b) ParkMobile believes, in its good
<br />faith and sole discretion, that (i) Client or any
<br />Authorized User has failed to comply with any
<br />material term of this Agreement, or accessed or
<br />used the Services beyond the scope of the rights
<br />granted or for a purpose not authorized under
<br />this Agreement; (ii) Client or any Authorized
<br />User is, has been, or is likely to be using the
<br />Services for fraudulent, misleading, or unlawful
<br />activities; (iii) there is a threat or attack on any
<br />of the Services; (iv) Client’s or any Authorized
<br />User’s use of the Services disrupts or poses a
<br />security risk to ParkMobile or to any other
<br />client, end user, vendor or partner of
<br />ParkMobile; or (v) this Agreement expires or is
<br />terminated. This Section does not limit any of
<br />ParkMobile's other rights or remedies, whether
<br />at law, in equity, or under this Agreement.
<br />3. CLIENT RESPONSIBILITIES
<br />3.1 Use of Platform Account. Client is responsible
<br />and liable for all uses of the Platform resulting
<br />from access provided by Client, directly or
<br />indirectly, whether such access or use is
<br />permitted by or in violation of this Agreement.
<br />Client must notify ParkMobile immediately of
<br />any breach of security or unauthorized use of
<br />Client’s account.
<br />3.2 Parking Information. Client is responsible for
<br />setting all rates, zones, and other required
<br />information regarding its Parking Locations
<br />offered through the ParkMobile Application and
<br />for keeping such information up to date within
<br />the Platform.
<br />3.3 Effect of Client Failure or Delay. ParkMobile
<br />is not responsible or liable for any delay or
<br />failure of performance caused in whole or in
<br />part by Client's delay in performing, or failure
<br />to perform, any of its obligations under this
<br />Agreement.
<br />4. SERVICE AND SUPPORT
<br />4.1 Scheduled Maintenance. ParkMobile will use
<br />commercially reasonable efforts to schedule
<br />downtime for routine maintenance of the
<br />Services between the hours of 12:00 a.m. and
<br />4:00 a.m., Eastern Time; however, ParkMobile
<br />may modify this window from time-to-time by
<br />providing Client with advance notice. If
<br />ParkMobile anticipates that it will need to
<br />perform maintenance activities that are likely to
<br />be disruptive to the use of the Services outside
<br />of the scheduled maintenance window,
<br />ParkMobile will use commercially reasonable
<br />efforts to give Client at least 24 hours prior
<br />notice. Notwithstanding the foregoing,
<br />ParkMobile reserves the right to perform any
<br />required emergency maintenance work outside
<br />of the scheduled maintenance window. To the
<br />extent practicable, ParkMobile will use
<br />Docusign Envelope ID: 6423E261-A28E-4FC2-BFD8-12CA98036230
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