TERMS OF SERVICE

PLEASE READ THESE TERMS OF SERVICE CAREFULLY AS THEY CONTAIN IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES AND OBLIGATIONS. THESE INCLUDE VARIOUS LIMITATIONS AND EXCLUSIONS, A CLAUSE THAT GOVERNS THE JURISDICTION AND VENUE OF DISPUTES, AND OBLIGATIONS TO COMPLY WITH APPLICABLE LAWS AND REGULATIONS.

Last Updated:  November 8, 2014

The terms and conditions stated herein (collectively, the “Terms”) constitute a legal agreement between you and Veerhicle Inc., a Delaware corporation (the “Company”). In these Terms, “Veer”, “we”, “us” or “our” means Veerhicle Inc., and/or “User”, “you” or “your” means any user of the Services (defined below). 

Veer provides an online mobile platform that connects third-party off-street parking locations, including, but not limited to, parking garages and parking lots (each, a “Parking Facility”, and collectively, “Parking Facilities”), with drivers seeking temporary parking at the nearest and cheapest locations (the “Services”), which Services are accessible by using our application for mobile devices (the “Application”).  By using our website at http://www.veerapp.com (the “Site”) or the Application, you agree to comply with and be legally bound by the terms and conditions of these Terms of Service (“Terms”), whether or not you become a registered user of the Services. These Terms govern your access to and use of the Site, Application and Services and all Content (defined under “Ownership” below), and constitute a binding legal agreement between you and Veer. Please also read carefully our Privacy Policy at http://www.veerapp.com/privacy/. If you do not agree to these Terms, you have no right to obtain information from or otherwise continue using the Site, Application or Services. Failure to use the Site and Application in accordance with these Terms may subject you to civil and criminal penalties.

In order to use the Services and the Application you must agree to the terms and conditions that are set out below. By downloading, installing or using the Application, you hereby expressly acknowledge and agree to be bound by the Terms, and any future amendments and additions to these Terms as published from time to time at http://www.veerapp.com/terms/.

Veer reserves the right to modify the terms and conditions of these Terms or any other policy relating to the Services or Application at any time, effective upon posting of an updated version of these Terms on the Site and/or Application. You are responsible for regularly reviewing these Terms. Continued use of the Service or Application after any such changes shall constitute your consent to such changes.

VEER DOES NOT PROVIDE A PARKING SERVICE OR OPERATE A PARKING FACILITY.  OUR SERVICES DO NOT INCLUDE THE OPTION TO RESERVE A PARKING SPACE IN, OR MAKE PAYMENTS TO, ANY PARKING FACILITY.  IT IS UP TO THIRD PARTY PARKING PROVIDERS TO OFFER PARKING SERVICES WHICH MAY BE IDENTIFIED AND LOCATED THROUGH USE OF OUR SERVICES. VEER SOLELY OFFERS INFORMATION TO ASSIST CUSTOMERS IN GATHERING PARKING INFORMATION AND LOCATING PARKING FACILITIES AT THE NEAREST AND CHEAPEST LOCATIONS, BUT DOES NOT AND DOES NOT INTEND TO PROVIDE PARKING SERVICES OR ACT IN ANY WAY AS A PARKING FACILITY, AND HAS NO RESPONSIBILITY OR LIABILITY FOR ANY PARKING SERVICES PROVIDED TO YOU BY SUCH THIRD PARTIES.  THIRD PARTY PROVIDERS OF PARKING FACILITIES are solely responsible for their interactions with you and any and all claims, injuries, illnesses, damages, liabilities and costs (“Claims”) suffered by you as a result of your interaction with or visit to any PARKING FACILITY. you agree not to attempt to impose liability on or seek any legal remedy from VEER with respect to any and all such claims.

By accessing or using the Services or clicking “accept” or “agree” to these Terms, you acknowledge that you have read, understand and agree to be bound by these Terms. THESE TERMS CONTAIN, AMONG OTHER THINGS, AN ARBITRATION PROVISION CONTAINING A CLASS ACTION WAIVER.

Modification

Veer reserves the right, at its sole discretion, to modify the Site, Application or Services or to modify these Terms at any time and without prior notice. If we modify these Terms, we will post the modification on the Site and/or via the Application or provide you with notice of the modification. We will also update the “Last Updated Date” at the top of these Terms. By continuing to access or use the Site, Application or Services after we have posted a modification on the Site or via the Application or have provided you with notice of a modification, you are indicating that you agree to be bound by the modified Terms. If the modified Terms are not acceptable to you, your only recourse is to cease using the Site, Application and Services.

Eligibility

The Site, Application and Services are intended solely for persons who are 18 or older. Any access to or use of the Site, Application or Services by anyone under 18 is expressly prohibited. By accessing or using the Site, Application or Services you represent and warrant that you are 18 or older.

How the Site, Application and Services Work

As stated above, Veer makes available an online mobile platform that connects Parking Facilities with drivers seeking temporary parking at the nearest and cheapest locations.  Veer is not an owner or operator of any Parking Facility and Veer does not own, furnish, provide, rent, manage and/or control Parking Facilities or parking services.  Veer’s responsibilities are limited to facilitating the availability of the Site, Application and Services.

The Site is solely a landing page that provides Users information about our Services and where to download our Application.  Our Application and Services can be used by Users solely to locate Parking Facilities.  Our Services do not include the option to reserve a parking space with, or make any payment to, a Parking Facility.  We provide information of Parking Facilities, including name, contact information, rates/prices, photo of rate card if available, photo of entrance if available, and hours of operation. The names that we use in our Application do not necessarily match the actual names of such Parking Facilities, which we chose at our discretion to more easily help our Users navigate to the selected destination.  The data included in the Application with respect to any Parking Facility is manually curated and collected and subject to human error, and as such we do not guarantee that this information will be accurate at all times.  Veer makes no representation or warranty (i) regarding the accuracy of any data received from any Parking Facility, or (ii) on behalf of any Parking Facility in any capacity.  Veer is in no way affiliated with or under common control with any Parking Facility. You acknowledge that each Parking Facility may have its own policies, terms, and conditions.

We also do not guarantee that any location recommended by our Application will in fact be the nearest and cheapest parking location in the vicinity of your final destination.  We are not responsible for errors in our proprietary algorithm with respect to finding the nearest and cheapest Parking Facility in your vicinity. Veer does not include all Parking Facilities in any given area and we do not guarantee full inclusion or coverage of all parking options at the User’s location.

The Application uses GPS locator capabilities to identify your location at the time of use in order to identify nearby parking options for our Users, which location data is passed to Google Maps or Apple Maps for routing purposes. We are not responsible for third parties storing or using your location data, or for any incorrect routing information provided by Google Maps or Apple Maps.  We automatically save the GPS location of your car for your convenience at any given Parking Facility, and provide you the option to note specific parking details or take a photograph of the exact location within a Parking Facility.  We do not retain a copy of this data, which is only temporarily stored in the User’s phone during each session, and which may not be recalled for future use once you have completed your stay with any Parking Facility.

Our Application asks each User if he/she was able to find parking successfully at the chosen destination for the sole purpose of tracking the parking stay by our User in order to improve our Services, and any answer that you provide to us is optional.

In furtherance of (and not in any limitation of) the above, you hereby acknowledge and agree that notwithstanding the assistance that the Services provide to you in locating the nearest and cheapest Parking Facilities, the ultimate decision to utilize the parking information provided by the Services and to park at any Parking Facility remains yours and yours alone, and you hereby agree to assume any risk inherent in utilizing the Services and/or deciding to actually park at any Parking Facility.  Veer assumes no responsibility or liability for the safety of any vehicle parked at any particular Parking Facility (or the safety of any person or property in any Parking Facility).  Further, no guarantee is provided by Veer as to the actual availability of a specific parking space within any Parking Facility.

Account Registration

You may access our Application without registering or creating an account (“Veer Account”).  You may also login to our Application using Facebook, or by creating a Veer Account directly on our Application using your email address. With a Veer Account, you would be able to share your location through Facebook.  Veer does not automatically share any User location with Facebook, unless User manually chooses to share his or her location with his or her Facebook network, and we are not responsible for any consequences associated with you voluntarily sharing your location to your Facebook network.

Veer enables a User to email or SMS text a link to his/her contacts to download the Application, but we would only do so if the User manually chooses to send such link.

We will create your Veer Account and your Veer Account profile page for your use of the Application based upon the personal information you provide to us. You may not have more than one (1) active Veer Account. You agree to provide accurate, current and complete information during the registration process and to update such information to keep it accurate, current and complete. Veer reserves the right to suspend or terminate your Veer Account and your access to the Application and Services if you create more than one (1) Veer Account or if any information provided during the registration process or thereafter proves to be inaccurate, not current or incomplete. You are responsible for safeguarding your password. You agree that you will not disclose your password to any third party and that you will take sole responsibility for any activities or actions under your Veer Account, whether or not you have authorized such activities or actions. You will immediately notify Veer of any unauthorized use of your Veer Account.

Prices

The price for parking at any Parking Facility will be as quoted on the Application from time to time.  We provide a calculation of the price of the parking session for informational purposes only, but do not guarantee that this price will conform to the price ultimately charged by a Parking Facility.  Prices shown on our Application are derived through a proprietary algorithm developed and owned by Veer, and such prices are not guaranteed to be accurate at all times.  If there is any pricing discrepancy between the rate posted in our Application, and the rate or charge requested by any Parking Facility, the rate or charge of the Parking Facility will always prevail. Any rate or price calculations that we provided in our Application do not include extra fees, charges, taxes, or any other costs that the Parking Facility may choose to impose on the User’s parking stay.

We track a User’s parking time for informational purposes only and do not guarantee that the final time tracked by our Application will approximate the final time charged by any Parking Facility.  It is the User’s sole responsibility to track his/her own time independently of the timer provided by our Application in order to determine accurate charges to be paid to any Parking Facility.

Ownership

The features, information and materials provided and depicted through the Services and on Application are protected by copyright, trademark and other intellectual property laws, and are the sole property of Veer, except for any legal names and trademarks of Parking Facilities listed in our Application, which belong to such third-party service providers. All text, images, graphical content, data and other content made available through the Services (collectively, the “Content”) are provided to User by Veer solely to support User’s permitted use of the Services. The Content may be modified from time to time by Veer in its sole discretion and without notice. Except as expressly set forth herein, no license right or interest is granted to User for any other purpose, and any other use of the Services or the Content by User shall constitute a material breach of these Terms. Veer retains all rights in the Services and Content and any associated trademarks, copyrights, trade secrets or other intellectual property rights.

Application License

Subject to your compliance with these Terms, Veer grants you a limited non-exclusive, non-transferable license to download and install a copy of the Application on a single mobile device or computer that you own or control and run such copy of the Application solely for your own personal use. Furthermore, with respect to any App Store Sourced Application (defined below), you will only use the App Store Sourced Application (i) on an Apple-branded product that runs the iOS (Apple’s proprietary operating system) and (ii) as permitted by the “Usage Rules” set forth in the Apple App Store Terms of Service. Veer reserves all rights in the Application not expressly granted to you by these Terms.

User Conduct

The Services are offered solely for User’s personal use for the purposes described in these Terms. Any and all other uses are prohibited. You agree not to (and not to allow any third party to):

· use manual or automated software, devices, scripts, robots or other means or processes to access, “scrape,” “crawl” or “spider” any web pages, database records or other services contained in the Site, Application, Services or Content;

· use the Site, Application or Services for any commercial or other purposes that are not expressly permitted by these Terms;

· take any action that imposes or may impose (in Veer’s sole determination) an unreasonable or a disproportionately large load on the Services or Veer’s infrastructure;

· interfere with or damage our Site, Application or Services, including, without limitation, through the use of viruses, cancel bots, Trojan horses, harmful code, flood pings, denial-of-service attacks, packet or IP spoofing, forged routing or electronic mail address information or similar methods or technology;

· systematically retrieve data or other content from our Site, Application or Services to create or compile, directly or indirectly, in single or multiple downloads, a collection, compilation, database, directory or the like, whether by manual methods, through the use of bots, crawlers, or spiders, or otherwise;

· attempt to probe, scan, or test the vulnerability of any Veer system or network or breach any security or authentication measures;

· use our Site, Application or Services to transmit, distribute, post or submit any information concerning any other person or entity without their permission;

· copy, store or otherwise access any information contained on the Site, Application or Services for purposes not expressly permitted by these Terms;

· use any portion of the Services or Content to provide, or incorporate any portion of the Services or Content into, any product or service provided to a third party;

· attempt to decipher, decompile, disassemble or reverse engineer any of the software used to provide the Site, Application or Services;

· modify any Services or Content or create any derivative product from any of the foregoing;

· register for more than one Veer Account or register for a Veer Account on behalf of an individual other than yourself;

· use the Services or Content for any illegal purpose;

· publicly disseminate information regarding the performance of the Services or Content or access or use the Services or Content for competitive analysis or benchmarking purposes; or

· advocate, encourage, or assist any third party in doing any of the foregoing.

Veer has the right to investigate and prosecute violations of any of the above to the fullest extent of the law.  Veer may access, preserve and disclose any of your information if we are required to do so by law, or if we believe in good faith that it is reasonably necessary to (i) respond to claims asserted against Veer or to comply with legal process (for example, subpoenas or warrants), (ii) enforce or administer our agreements with users, such as these Terms, (iii) for fraud prevention, risk assessment, investigation, customer support, product development and de-bugging purposes, or (iv) protect the rights, property or safety of Veer , its users, or members of the public . You acknowledge that Veer has no obligation to monitor your access to or use of the Site, Application or Services or to review any Feedback (as defined below), but has the right to do so for the purpose of operating and improving the Site, Application and Services (including without limitation for fraud prevention, risk assessment, investigation and customer support purposes), to ensure your compliance with these Terms, to comply with applicable law or the order or requirement of a court, administrative agency or other governmental body, to respond to content that it determines is otherwise objectionable or as set forth in these Terms.

Privacy Policy

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

Links

The Site, Application and Services may contain links to third-party websites or resources. You acknowledge and agree that Veer is not responsible or liable for: (i) the availability or accuracy of such websites or resources; or (ii) the content, products, or services on or available from such websites or resources. Links to such websites or resources do not imply any endorsement by Veer of such websites or resources or the content, products, or services available from such websites or resources. You acknowledge sole responsibility for and assume all risk arising from your use of any such websites or resources or the content, products or services on or available from such websites or resources.

Feedback

We welcome and encourage you to provide feedback, comments and suggestions for improvements to the Site, Application and Services (“Feedback”). You may submit Feedback by emailing us at info@veerapp.com or through the “Contact” section of the Site and Application. You acknowledge and agree that all Feedback will be the sole and exclusive property of Veer and you hereby irrevocably assign to Veer and agree to irrevocably assign to Veer all of your right, title, and interest in and to all Feedback, including without limitation all worldwide patent, copyright, trade secret, moral and other proprietary or intellectual property rights therein. At Veer’s request and expense, you will execute documents and take such further acts as Veer may reasonably request to assist Veer to acquire, perfect, and maintain its intellectual property rights and other legal protections for the Feedback.

Technical Requirements

Use of the Services requires internet access through your mobile device. You are responsible for all mobile carrier charges resulting from your use of the Services. Veer does not guarantee that the Services will be compatible with all devices or will be supported by all mobile carriers.  The user interface and functionality may not be the same across all platforms and devices. 

Veer’s Services may be subject to limitations, delays, and other problems inherent in the use of the internet and electronic communications.  Veer is not responsible for any delays, delivery failures, or other damage resulting from such problems.

Do Not Use While Driving

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

Termination

Veer may suspend your ability to use all or any element of the Services or may terminate these Terms effective immediately, without any notice or explanation. Without limiting the foregoing, Veer may suspend your access to the Services if we believe you to be in violation of any part of these Terms. After any suspension or termination, you may or may not be granted permission to re-establish a Veer Account. You agree that Veer shall not be liable to you for any termination of these Terms or for any effects of any termination of these Terms. You may cancel your Veer Account at any time by sending an email to info@veerapp.com.  Please note that if your Veer Account is cancelled, we do not have an obligation to delete or return to you any reviews or Feedback that you have sent us.

Communications

Veer may send you email messages to provide you information regarding our Services. We may send push notifications to User’s device or contact User through the Application or via SMS (if phone number is provided) for any reason that relates to the User’s use of the Application or current parking session. You hereby expressly consent to receiving such email and/or SMS messages.

You may report a problem to us regarding any Parking Facility listed on our Application, but we cannot guarantee that we will contact the Parking Facility to remedy such problem.

Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL VEER BE LIABLE FOR ANY INJURIES, LOSSES, CLAIMS, OR DIRECT DAMAGES OR ANY SPECIAL, EXEMPLARY, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND, WHETHER BASED IN CONTRACT, TORT OR OTHERWISE, AND EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, WHICH ARISE OUT OF OR ARE ANY WAY CONNECTED WITH (A) THESE TERMS, (B) ANY USE OF THE SITE, APPLICATION OR SERVICES, (C) ANY FAILURE OR DELAY (INCLUDING, BUT NOT LIMITED TO, THE USE OR INABILITY TO USE ANY COMPONENT OF THE SERVICES), OR (D) YOUR VISIT TO ANY PARKING FACILITY OR THE PERFORMANCE, NON-PERFORMANCE, CONDUCT OR POLICIES OF ANY PARKING FACILITY OR MERCHANT IN CONNECTION WITH THE SERVICES. IN ADDITION, YOU SPECIFICALLY UNDERSTAND AND AGREE THAT ANY THIRD PARTY DIRECTING YOU TO THE SITE BY REFERRAL, LINK OR ANY OTHER MEANS IS NOT LIABLE TO USER FOR ANY REASON WHATSOEVER, INCLUDING, BUT NOT LIMITED TO, DAMAGES OR LOSS ASSOCIATED WITH THE USE OF THE SERVICES OR THE CONTENT. VEER IS NEITHER AN AGENT OF NOR OTHERWISE ASSOCIATED WITH ANY PARKING FACILITY LISTED IN THE APPLICATION.

You and Veer understand and agree that the disclaimers, exclusions and limitations in this Section titled “Liability Limitations” and in the Section below titled “Disclaimer of Warranties” are essential elements of these Terms and that they represent a reasonable allocation of risk. In particular, you understand that Veer would be unable to make the Services available to you except on these terms and hereby agree that these Terms will survive and apply even if any limited remedy specified in these Terms is found to have failed of its essential purpose.

Disclaimer of Warranties

THE SERVICES, ALL CONTENT, AND ANY OTHER INFORMATION, AND MATERIALS CONTAINED IN OR ACCESSED THROUGH THE SERVICES, ARE PROVIDED TO USER ON AN “AS IS” BASIS AND WITHOUT WARRANTY OF ANY KIND. VEER EXPRESSLY DISCLAIMS ALL REPRESENTATIONS, WARRANTIES, CONDITIONS OR INDEMNITIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENT, OR ANY WARRANTY ARISING FROM A COURSE OF DEALING, PERFORMANCE OR TRADE USAGE. VEER DOES NOT WARRANT THAT YOUR USE OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, THAT VEER WILL REVIEW THE INFORMATION OR MATERIALS MADE AVAILABLE THROUGH THE SERVICES FOR ACCURACY, THAT IT WILL PRESERVE OR MAINTAIN ANY SUCH INFORMATION OR MATERIALS WITHOUT LOSS, OR THAT VEER WILL REVIEW THE FEEDBACK. VEER SHALL NOT BE LIABLE FOR DELAYS, INTERRUPTIONS, THE SITE, THE APPLICATION OR ANY COMMUNICATION, SERVICE FAILURES OR OTHER PROBLEMS INHERENT IN USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS OR OTHER SYSTEMS OUTSIDE THE REASONABLE CONTROL OF VEER.

NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM VEER OR THROUGH THE SITE, APPLICATION, OR SERVICES WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.

THE FOREGOING DISCLAIMERS APPLY TO THE MAXIMUM EXTENT PERMITTED BY LAW. YOU MAY HAVE OTHER STATUTORY RIGHTS. HOWEVER, THE DURATION OF STATUTORILY REQUIRED WARRANTIES, IF ANY, SHALL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.

Indemnification

You agree to release, defend, indemnify, and hold Veer and its affiliates and subsidiaries, and their officers, directors, employees and agents, harmless from and against any claims, liabilities, damages, losses, and expenses, including, without limitation, reasonable legal fees, arising out of or in any way connected with (a) your access to or use of the Site, Application or Services, or your violation of these Terms; (b) your Feedback; and (c) your rental, booking or use of any Parking Facility by you, including but not limited to any injuries, losses, or damages (compensatory, direct, incidental, consequential or otherwise) of any kind arising in connection with or as a result of a rental, booking or use of any Parking Facility.

Export Control and Restricted Countries

You may not use, export, re-export, import, or transfer the Application except as authorized by United States law, the laws of the jurisdiction in which you obtained the Application, and any other applicable laws. In particular, but without limitation, the Application may not be exported or re-exported: (a) into any United States embargoed countries; or (b) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce’s Denied Persons List or Entity List. By using the Site, Application and Services, you represent and warrant that (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties. You also will not use the Site, Application and Services for any purpose prohibited by U.S. law.

Accessing and Downloading the Application from iTunes

The following applies to any Application accessed through or downloaded from the Apple App Store (“App Store Sourced Application”):

· You acknowledge and agree that (i) these Terms are concluded between you and Veer only, and not Apple, and (ii) Veer, not Apple, is solely responsible for the App Store Sourced Application and content thereof. Your use of the App Store Sourced Application must comply with the App Store Terms of Services.

· You acknowledge that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the App Store Sourced Application.

· You and Veer acknowledge that, as between Veer and Apple, Apple is not responsible for addressing any claims you have or any claims of any third party relating to the App Store Sourced Application or your possession and use of the App Store Sourced Application, including, but not limited to: (i) product liability claims; (ii) any claim that the App Store Sourced Application fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation.

· You and Veer acknowledge that, in the event of any third-party claim that the App Store Sourced Application or your possession and use of that App Store Sourced Application infringes that third party’s intellectual property rights, as between Veer and Apple, Veer, not Apple, will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim to the extent required by these Terms.

· You and Veer acknowledge and agree that Apple, and Apple’s subsidiaries, are third-party beneficiaries of these Terms as related to your license of the App Store Sourced Application, and that, upon your acceptance of the terms and conditions of these Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms as related to your license of the App Store Sourced Application against you as a third-party beneficiary thereof.

· Without limiting any other terms of these Terms, you must comply with all applicable third-party terms of agreement when using the App Store Sourced Application.

Entire Agreement

These Terms constitute the entire and exclusive understanding and agreement between Veer and you regarding the Site, Application and Services, and these Terms supersede and replace any and all prior oral or written understandings or agreements between Veer and you regarding the Site, Application and Services.

Assignment

You may not assign or transfer these Terms, by operation of law or otherwise, without Veer’s prior written consent. Any attempt by you to assign or transfer these Terms, without such consent, will be null and of no effect. Veer may assign or transfer these Terms, at its sole discretion, without restriction. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors and permitted assigns.

Notices

Any notices or other communications permitted or required hereunder, including those regarding modifications to these Terms, will be in writing and given by Veer (i) via email (in each case to the address that you provide) or (ii) by posting to the Site or via the Application. For notices made by e-mail, the date of receipt will be deemed the date on which such notice is transmitted.

Controlling Law and Jurisdiction

These Terms will be interpreted in accordance with the laws of the Commonwealth of Massachusetts and the United States of America, without regard to its conflict-of-law provisions. You and we agree to submit to the personal jurisdiction of a state court located in Suffolk County, Massachusetts or a United States District Court located in Suffolk County, Massachusetts for any actions for which the parties retain the right to seek injunctive or other equitable relief in a court of competent jurisdiction, as set forth in the Dispute Resolution provision below.

Dispute Resolution

Any and all controversies, disputes, demands, counts, claims, or causes of action (including the interpretation and scope of this clause, and the arbitrability of the controversy, dispute, demand, count, claim, or cause of action) between you and Veer or their successors or assigns shall exclusively be settled through binding and confidential arbitration.

Arbitration shall be subject to the Federal Arbitration Act and not any state arbitration law. The arbitration shall be conducted before one commercial arbitrator with substantial experience in resolving commercial contract disputes from the American Arbitration Association (“AAA”). As modified by these Terms, and unless otherwise agreed upon by the parties in writing, the arbitration will be governed by the AAA’s Commercial Arbitration Rules and, if the arbitrator deems them applicable, the Supplementary Procedures for Consumer Related Disputes (collectively, the “Rules and Procedures”).

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

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

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

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

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

Massachusetts Use Only

The Site and Application are controlled and operated by Veer from its offices in the Commonwealth of Massachusetts. Veer makes no representation that any of the materials or the services to which you have been given access are available or appropriate for use in other locations. Your use of or access to the Application should not be construed as Veer’s purposefully availing itself of the benefits or privilege of doing business in any state or jurisdiction other than the Commonwealth of Massachusetts.

General

You agree that no joint venture, partnership, or employment relationship exists between you and Veer as a result of these Terms or use of the Services.  Further, no joint venture, partnership, or employment relationship exists between Veer and any Parking Facility.  To the extent allowed by applicable law, you agree that you will bring any claim or cause of action arising from or relating to your access or use of the Services within two (2) years from the date on which such claim or action arose or accrued or such claim or cause of action will be irrevocably waived.  If any part of these Terms is determined to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty disclaimers and liability limitations set forth above, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and these Terms shall continue in effect.  The failure of Veer to enforce any right or provision of these Terms will not constitute a waiver of future enforcement of that 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 Veer. 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.

Contacting Veer

If you have any questions about these Terms, please contact Veer at info@veerapp.com.