These SpotHero for Business Terms and Conditions (the "Agreement") are entered into by and between the company identified within the SpotHero for Business sign-up page ("Customer") and SpotHero, Inc., a Delaware corporation ("SpotHero"). Capitalized terms used herein shall have the meaning ascribed to them in this Agreement.

This Agreement sets forth the terms under which a Customer may utilize Customer Billing in conjunction with the SpotHero Service and the associated SpotHero App. Customer's use of Customer Billing after the date hereof is at all times subject to this Agreement, as may be modified or updated by SpotHero from time to time, effective upon posting of an updated version of the Agreement. SpotHero will provide Customer with a notice of any such modifications or updates via email and/or the Dashboard, and Customer is responsible for regularly reviewing the Agreement. Continued use of Customer Billing after any such modifications or updates shall constitute Customer's consent to such changes.

1. DEFINITIONS

"Active Account" shall have the meaning set forth in Section 2.3.

"Customer Billing" shall mean an enterprise billing and payment process for the SpotHero Service provided by SpotHero to the Customer hereunder for User Charges, with payment by Customer either (a) by direct charge to a Customer credit card, or (b) if SpotHero has approved monthly billing for Customer, subject to a monthly statement delivered by SpotHero to Customer on a monthly basis.

"Customer User" shall mean an individual authorized to use Customer Billing in connection with use of the SpotHero Services, and linked to Customer Billing via that individual's Active Account, each as identified by Customer to SpotHero as set forth in this Agreement.

"Dashboard" shall have the meaning set forth in Section 3.1.

"End User Terms" shall mean the terms and conditions applicable to all users of the SpotHero Service, available at https://spothero.com/terms-of-use, as may be updated by SpotHero from time to time.

"Service Fee" shall mean the service fees applicable to User Charges and/or Customer's use of the SpotHero Services, if any, as set forth on the account creation form associated with this Agreement or otherwise agreed to between SpotHero and Customer.

"SpotHero App" shall mean SpotHero's mobile application or website (spothero.com) required for use of the SpotHero Service, as may be updated by SpotHero from time to time.

"SpotHero Service" shall mean SpotHero's technology platform that, when used in conjunction with the SpotHero App, enables users to reserving parking with, or other services from, independent third party providers.

"User Charges" shall mean charges incurred by Customer Users for reserving parking or other services obtained through the use of the SpotHero Service, including any applicable taxes and any other fees or charges that may be due for a particular use of the SpotHero Service.

2. PROVISION OF SERVICES

2.1 Access to Services. Upon Customer's agreement to use Customer Billing (which such use shall be subject to the terms hereof), SpotHero will establish a Customer corporate account that will enable Customer to provide Customer Billing to authorized Customer Users with Active Accounts. As part of the corporate account, Customer agrees to provide and maintain during the Term one or more valid Customer credit card numbers (the "Customer Card") that may be charged for Customer Billing as set forth herein. Using such corporate account, Customer, at its discretion, may permit Customer Users with an Active Account to employ Customer Billing when using the SpotHero Service. Customer acknowledges that a Customer User employing Customer Billing will be incurring User Charges to the account of Customer, and not to the Customer User's personal account or personal credit card, and Customer agrees to pay all User Charges incurred under Customer Billing, as well as any applicable Service Fees, in accordance with the terms and conditions of this Agreement. Subject to Customer's compliance with this Agreement, SpotHero agrees to use commercially reasonable efforts to provide the SpotHero Service and Customer Billing to Customer and the Customer Users as set forth herein.

2.2 SPOTHERO Policies. SpotHero's current terms of use are available at spothero.com/terms-of-use. CUSTOMER ACKNOWLEDGES AND AGREES THAT THE SPOTHERO SERVICE IS A TECHNOLOGY PLATFORM THAT INFORMS USERS OF THE LOCATION AND POTENTIAL AVAILABILITY OF CERTAIN PARKING SPOTS AND FACILITATES RESERVATIONS BY DISPLAYING SUCH PARKING SPOTS, PROCESSING RESERVATIONS AND COLLECTING FEES ON BEHALF OF INDEPENDENT THIRD PARTY PROVIDERS. SPOTHERO DOES NOT NEGOTIATE TERMS OF LICENSES OR SETTLE DISPUTES BETWEEN USERS OF THE SPOTHERO APP, DOES NOT PROVIDE A PARKING SERVICE, DOES NOT OPERATE A PARKING LOT OR OTHER PARKING FACILITY; DOES NOT OTHERWISE ACCEPT CUSTODY OF MOTOR VEHICLES. SPOTHERO DOES NOT GUARANTEE AVAILABILITY OF PARKING OR ANY OTHER SERVICE, OR ANY OTHER SERVICES LEVELS RELATED TO INDEPENDENT THIRD PARTY PARKING OPERATORS OR OTHER PROVIDERS THAT MAY BE OBTAINED VIA THE SPOTHERO SERVICE.

2.3 Active Account Required

(a) Customer acknowledges and agrees that before an individual authorized by Customer ("Proposed User") can employ Customer Billing on the SpotHero Service pursuant to this Agreement, such Proposed User must (i) install or access the SpotHero App on a compatible device, (ii) register for and maintain during the Term an active personal user account for the SpotHero Service, which registration requires the entry of certain Proposed User personally identifiable information, and (iii) confirm the mobile number provided during the registration process ("Active Account"). SpotHero's collection and use of any personally identifiable information to establish an Active Account shall be as set forth in SpotHero's terms of use, available at https://spothero.com/terms-of-use, as may be updated by SpotHero from time to time.

(b) Customer acknowledges that certain Proposed Users may be suspended or banned from use of the SpotHero Service due to future or past violations of the End User Terms ("Violations"), and that SpotHero shall have no obligation or liability related to a Proposed User that is unable to obtain or maintain an Active Account for the purposes of Customer Billing hereunder due to Violations.

2.4 User Account Linking

(a) To enable Customer Billing for a Proposed User with an Active Account, Customer must provide SpotHero with (i) such Active Account holder's full name, (ii) the Active Account holder's email address on the top level domain of Customer (e.g., "jdoe@Customer.com"), and (iii) other identifying information about the Active Account holder as reasonably requested by SpotHero ("Linking Data"). SpotHero will use the Linking Data provided by Customer for the purpose of (x) authenticating the identified Active Account holder and linking such Active Account with the Customer Billing option to establish the Active Account holder as a Customer User, and (y) verifying the Customer Billing status of such Customer User from time to time during the Term. All Proposed Users invited to enable Customer Billing will receive an email to the email address in the Linking Data with instructions for linking their individual Active Account with Customer's account for Customer Billing. Upon the linking of Customer Billing to an Active Account, such Customer User shall be provided the option, on a reservation by reservation basis, to apply User Charges to either (A) such Customer User's personal credit card or (B) the Customer account via the Customer Billing option.

(b) Customer acknowledges that the verification and linking described in Section 2.4(a) will require SpotHero to contact each such Proposed User using the Linking Data, and Customer agrees to inform, and obtain all necessary consents from, each Proposed User for SpotHero to contact such Proposed User for the purpose of implementing the Customer Billing option in the applicable Active Account. Customer shall ensure that Linking Data provided to SpotHero is accurate and complete, and SpotHero shall not be liable to Customer, a Customer User, a Proposed User or any other party with respect to inaccurate or incomplete Linking Data supplied by Customer.

(c) A Customer User's personal account may be unlinked from Customer's account and the Customer Billing option at any time by (i) Customer unlinking such Customer User through the Dashboard, or (ii) the Customer User deleting their business profile from the Active Account.

2.5 Responsibility for User Activity. Customer agrees that (a) Customer is responsible for all User Charges incurred by Customer Users on a then-current authorized Customer User list via the Customer Billing option, regardless of whether such User Charge was authorized between Customer User and Customer and (b) User Charges may be subject to price changes at any time. Further, Customer agrees that SpotHero shall not be responsible for User Charges incurred by a Customer User after Customer has attempted removal of such Customer User from the Customer Billing option to the extent Customer provides incomplete or inaccurate Customer User removal information via the Dashboard. Finally, as between Customer and SpotHero, Customer shall be responsible for the User Charges incurred due to fraudulent or other unpermitted activity on the part of Customer User's use of Customer Billing for the SpotHero Service. Customer shall notify SpotHero promptly upon discovery of fraudulent or unpermitted activity occurring under Customer's account.

2.6 Restrictions. Customer agrees to, and to cause all Customer Users to, use the SpotHero Service and SpotHero App solely as set forth in this Agreement and the End User Terms; provided, however, that in the event of a conflict between this Agreement and the End User terms with respect to Customer or any authorized Customer User employing Customer Billing with the SpotHero Service, the terms of this Agreement shall control. SpotHero reserves the right to suspend participation in Customer Billing to Customer and/or any Customer Users for violations of this Agreement or the End User Terms. In the event that a Customer User's Active Account is suspended or terminated pursuant to the End User Terms, such Customer User's access to Customer Billing shall also be suspended. Customer shall not, and shall not authorize others to, (a) decompile, disassemble, reverse engineer or otherwise attempt to derive the source code or underlying technology, methodologies or algorithms of the SpotHero Service or SpotHero App, except to the extent allowed by applicable law, (b) sublicense, lease, rent, sell, give, or otherwise transfer or provide the SpotHero Service or SpotHero App to any unaffiliated third party, (c) upcharge, increase or otherwise modify the User Charges as calculated through the SpotHero App for any usage of the SpotHero Service or (d) impose any additional fees or charges on a Customer User related to use of the SpotHero Service. SpotHero reserves all rights not expressly granted to Customer or Customer Users under this Agreement.

3. ACCOUNT ADMINISTRATION

3.1 Customer Dashboard. Customer shall be provided with access to SpotHero's browser-based online dashboard for "SpotHero for Business" customers ("Dashboard"). SpotHero's primary contact with Customer shall be by way of Customer's administrator set forth on the account creation form associated with this Agreement ("Administrator"). SpotHero will inform the Administrator of Dashboard login credentials. The Dashboard will enable Customer to (a) view a current list of all Proposed Users who have been invited to, and Customer Users who have linked to, Customer Billing, (b) provide additional Linking Data to invite additional Proposed Users, (c) revoke any Customer User's access to Customer Billing, (d) view detailed reservation information, which may include, without limitation, Customer User name, email address, license plate number, reservation purchase time and date, reservation date, reservation start time and end time, reservation address, reservation charge amount, service type, spot ID, reservation ID and expense memo ("Dashboard Data") and prepare and review activity reports using Dashboard Data, (e) disable all current Customer Users of Customer Billing, (f) manage and update the Customer Card on file, (g) review and manage payment statements, as applicable, (h) settle outstanding balances on the Customer account, and (i) view current, appoint new, and remove Administrators. Customer agrees to use Dashboard Data solely for legitimate business purposes including, but not limited to, business expense processing, accounting, and budgeting purposes. SpotHero reserves the right to add, remove and update features and functionality of the Dashboard at any time.

3.2 Administration. Customer may appoint additional administrators at its discretion, and SpotHero will cooperate with Customer to inform new administrators of Dashboard login credentials. Customer agrees to (a) maintain all Dashboard login credentials in confidence, (b) only permit the lead Administrator and Customer's other authorized administrators to access the Dashboard, and (c) update all information of the lead Administrator and other authorized administrators to ensure that it is current, accurate, and complete. Customer shall limit access to Dashboard Data to only those Customer personnel who have a legitimate business need to access such Dashboard Data. Customer shall be responsible for all activity that occurs under its Dashboard login credentials.

3.3 Customer User Updates. It is Customer's sole responsibility to keep and maintain an accurate list of current authorized Customer Users entitled to access Customer Billing via the Dashboard. SpotHero may review the current list of Customer Users from time to time via the Dashboard to maintain and support the SpotHero App and SpotHero Service and ensure compliance with this Agreement.

4. PRIVACY AND DATA SECURITY

4.1 Definition. "Personal Data" means any information Customer obtains from SpotHero in connection with this Agreement that can reasonably be used to identify an individual, including but not limited to Dashboard Data as defined in Section 3.1, or that may otherwise be considered "Personal Data" under the European Parliament and Council Data Protection Directive 95/46/EC and/or the California Consumer Privacy Act (the “Act”). For the avoidance of doubt, Dashboard Data shall constitute "Personal Data," which is subject to SpotHero's terms of use and privacy policy, as may be modified or updated by SpotHero from time to time, effective upon posting of an updated version of the terms of use at https://spothero.com/terms-of-use or https://spothero.com/privacy-policy.

4.2 Notice and Consent. Customer agrees to (i) notify each Proposed User that by linking Proposed User's personal Active Account with Customer's account for Customer Billing that SpotHero will provide Customer with detailed reservation information for the reservations charged to Customer's account, and (ii) to obtain any necessary consent from each Customer User for SpotHero to share detailed reservation information with Customer.

4.3 Restrictions. Customer agrees that (a) any Personal Data obtained from SpotHero shall be processed by Customer solely for legitimate business purposes and be retained only for so long as necessary, (b) access to Personal Data will be limited to Customer's employees who have a legitimate business need to access such Personal Data, and (c) Customer will not disclose Personal Data to any third party, including vendors, unless expressly authorized in writing by SpotHero. Customer agrees to hold employees accountable for violations of this Agreement, including imposing sanctions, and where appropriate, terminating contracts and employment. Personal Data will at all times remain the property of SpotHero. Customer shall not rent or sell Personal Data for any purpose. Customer shall not use Personal Data in any way that harms SpotHero or that benefits a competitor of SpotHero. For purposes of the Act, if SpotHero is required to direct Customer to delete any Personal Data, Customer agrees to comply with such request in accordance with the Act. Customer certifies that it understands the restrictions set forth herein and that it will comply with them, in each case, in accordance with applicable law.

4.4 Security. Customer agrees to implement appropriate legal, technical and organizational measures to protect Personal Data against unauthorized or unlawful processing and against unauthorized loss, destruction, damage, alteration, or disclosure, as well as any breach or attempted breach of Customer security measures ("Information Security Incident"). Customer shall promptly notify SpotHero in the event that Customer learns or has reason to believe that an Information Security Incident has occurred including at least: (1) the nature of the breach of security measures; (2) the types of potentially compromised Personal Data; (3) the duration and expected consequences of the Information Security Incident; and (4) any mitigation or remediation measures taken or planned in response to the Information Security Incident. Upon any such discovery, Customer will (a) take all reasonable steps to investigate, remediate, and mitigate the effects of the Information Security Incident, and (b) provide SpotHero with assurances reasonably satisfactory to SpotHero that such Information Security Incident will not recur. Additionally, if and to the extent any Information Security Breach occurs as a result of an act or omission of Customer, and if SpotHero determines that notices (whether in SpotHero's or Customer's name) or other remedial measures are warranted, Customer will, at SpotHero's request and at Customer's cost and expense, undertake the aforementioned remedial actions.

5. FEES AND PAYMENTS

5.1 Fees. In consideration of SpotHero's provision of the SpotHero Services and Customer Billing as set forth herein, Customer shall pay to SpotHero all User Charges and any applicable Service Fees SpotHero may charge for certain functionality and features (collectively, the "Fees") on the terms set forth below.

5.2 Payment Terms. Subject to terms and conditions determined by SpotHero in its sole discretion, Customer may qualify to receive monthly statements (each, a "Monthly Statement") for Fees incurred by Customer Users utilizing Customer Billing during the preceding month ("Monthly Billing"). If Customer qualifies for, and elects to participate in, Monthly Billing through the Dashboard, Fees shall be billed to Customer monthly as set forth in an applicable Monthly Statement, and each such Monthly Statement shall be payable in full by Customer within thirty (30) days of receipt of such Monthly Statement. If Customer is not participating in Monthly Billing, SpotHero shall charge the Customer Card for Fees upon Customer User's reservation utilizing Customer Billing. Customer agrees to be responsible for the payment of any taxes assessed on Fees, including, but not limited to, all sales, use, VAT or similar taxes, except for taxes based on SpotHero's income. All payments are nonrefundable except as may be expressly provided otherwise herein.

5.3 Nonpayment. SpotHero reserves the right to immediately charge the Customer Card in the event that any Monthly Statement has not been paid as of the applicable due date. SpotHero reserves the right to immediately suspend Customer's account and suspend any or all Customer Billing by all Customer Users in the event of any unpaid Fees by Customer due to past due Monthly Statements (as applicable), an invalid credit Customer Card on the Customer account, or a rejected Customer Card transaction. SpotHero further reserves the right to pursue any and all remedies available to it under applicable law, including reporting Customer to applicable credit reporting agencies, in the event of any unpaid Fees hereunder. Reestablishing a Customer account after full payment of late Fees shall be at SpotHero's sole discretion. All late payments shall bear interest at 3% per month or the maximum allowed by applicable law, if less than 3%.

6. TERM AND TERMINATION

6.1 Term. This Agreement shall commence on the Effective Date and shall remain in effect until terminated as set forth herein (the "Term").

6.2 Termination. Either party may terminate this Agreement with or without cause upon thirty (30) days' advance written notice to the other party. All outstanding payment obligations and Sections 4 through 10 of this Agreement shall survive the termination of this Agreement.

7. WARRANTY AND DISCLAIMER OF LIABILITY

7.1 Mutual Warranties. Each party represents and warrants that: (a) such party has the full right, power and authority to enter into this Agreement; and (b) such party's acceptance of this Agreement, as well as such party's performance of the obligations set forth in this Agreement, does not and will not violate any other agreement to which such party is a party.

7.2 Customer Warranties. Customer represents and warrants that: (a) Customer has all rights and permissions necessary to provide SpotHero with the Linking Data and any other information provided to SpotHero hereunder in connection with the SpotHero Service and Customer Billing; (b) Customer has obtained legally-adequate consent from Proposed Users and Customer Users as necessary to provide SpotHero with any personally identifiable information in connection with the SpotHero Service and Customer Billing, (c) Customer has notified, and obtained legally adequate consent from, Proposed Users and Customer Users that SpotHero will provide Customer with detailed reservation information for the parking reservation charged to Customer's account, and (d) Customer is in compliance, and shall remain in compliance during the term of the Agreement, with all applicable local, city, state, federal, national, and international laws, rules and regulations relating to data protection, privacy, identity theft, data breach, consumer protection, and data security, and any applicable industry standards relating to privacy and data security.

7.3 Disclaimer of Warranties. EXCEPT AS EXPRESSLY PROVIDED HEREIN, SPOTHERO PROVIDES THE SPOTHERO SERVICE AND SPOTHERO APP "AS IS" AND WITHOUT WARRANTY. SPOTHERO DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE SPOTHERO SERVICE AND SPOTHERO APP WILL MEET CUSTOMER'S REQUIREMENTS OR THAT THE OPERATION OF THE SPOTHERO SERVICE OR SPOTHERO APP WILL BE UNINTERRUPTED OR ERROR FREE. SPOTHERO HEREBY DISCLAIMS ALL OTHER WARRANTIES WITH RESPECT TO THIS AGREEMENT, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, (A) ANY IMPLIED OR STATUTORY WARRANTIES COVERING THE SPOTHERO SERVICE OR THE SPOTHERO APP, AND (B) ANY IMPLIED WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE.

8. LIMITATIONS OF LIABILITY

OTHER THAN WITH RESPECT TO A BREACH OF CONFIDENTIALITY, (A) IN NO EVENT SHALL SPOTHERO OR CUSTOMER BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, EXEMPLARY, SPECIAL OR CONSEQUENTIAL DAMAGES, OR FOR LOSS OF BUSINESS OR PROFITS, SUFFERED BY THE OTHER PARTY OR ANY THIRD PARTY ARISING OUT OF THIS AGREEMENT, WHETHER BASED ON CONTRACT, TORT OR ANY OTHER LEGAL THEORY, EVEN IF SPOTHERO OR CUSTOMER (OR THEIR AGENTS) HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND (B) IN NO EVENT SHALL EITHER PARTY BE LIABLE UNDER THIS AGREEMENT FOR ANY DIRECT DAMAGES IN AN AMOUNT EXCEEDING THE GREATER OF (X) FIVE HUNDRED THOUSAND DOLLARS ($500,000), AND (Y) THE TOTAL FEES PAYABLE BY COMPANY TO SPOTHERO HEREUNDER.

9. PROPRIETARY RIGHTS

9.1 No Publicity. Neither party may use or reference the other party's name, logo, trademarks or service marks in a press release or otherwise without the prior consent of such other party in each instance.

9.2 Ownership. SpotHero and its affiliates are and shall remain the owners of all right, title and interest in and to the SpotHero Service, SpotHero App, and Dashboard Data including any updates, enhancements and new versions thereof, and all related documentation and materials provided or available to Customer or any Proposed User or Customer User in connection with this Agreement.

10. GENERAL LEGAL TERMS

10.1 Governing Law. This Agreement shall in all respects be interpreted, construed in accordance with, and governed by the internal laws of the State of Illinois, without regard to its principles regarding conflict of laws. In the event of any litigation between the parties related to this Agreement, the parties agree to submit to personal and exclusive jurisdiction for such action in the State Courts for Cook County, Illinois or the United States District Court for the Northern District of Illinois.

10.2 Notices. Any notice required or permitted to be delivered to Customer by this Agreement shall be posted to the Customer's Dashboard. Any notice required or permitted to be delivered to SpotHero by this Agreement shall be submitted via email at business@spothero.com.

10.3 Force Majeure. Nonperformance of either party under this Agreement shall be excused to the extent and during the period that performance is rendered impossible by strike, fire, flood, earthquakes, governmental acts or orders or restrictions, failure of suppliers, or contractors, or any other reason where failure to perform is beyond the reasonable control and not caused by the negligence of the non-performing party.

10.4 Severability. If any provision or provisions of this Agreement shall be held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

10.5 Assignment. This Agreement is not transferable and may not be assigned by Customer, in whole or in part, without the prior written consent of SpotHero, provided that Customer may assign this Agreement without such consent, but with notice to SpotHero, in connection with a merger or a sale of all of the equity or assets of Customer. Subject to the foregoing, this Agreement shall be binding upon all successors and assigns of a party.

10.6 Attorney's Fees. In any litigation between the parties, the prevailing party shall be entitled to reasonable attorney fees and all costs of proceedings incurred in enforcing this Agreement.

10.7 Headings. Section headings are for convenience only and shall not be considered in the interpretation of this Agreement.

10.8 Independent Contractor. SpotHero and Customer are and shall remain independent contractors. Neither party is the representative or agent of the other and neither party shall have any power to assume any obligations on behalf of the other. Customer hereby represents that the individual clicking to accept this Agreement is authorized by Customer to bind, and does hereby bind, Customer to the terms hereof.