Control Panel Terms and Conditions
By accessing, using and/or logging onto the SpotHero, Inc. (together with its affiliates, “SpotHero”) browser-based, online dashboard for Operators, currently located at https://spothero.com/control-panel (the "Control Panel”), you acknowledge and agree, without limitation or qualification, that you have read, understand and agree to be bound by the following terms of use (these ”Control Panel Terms”), and that you are authorized, on behalf the entity you represent or with which you are employed or otherwise affiliated (each, an “Operator”), to agree to such Terms on behalf of such Operator:
1. SpotHero Terms and Conditions: In addition to the Dashboard Terms set forth herein, your use of the Control Panel is subject to the SpotHero.com General Website Terms and Conditions, currently located at https://spothero.com/legal/terms-of-use, the SpotHero.com Privacy Policy, currently located at https://spothero.com/legal/privacy-policy, and, if applicable, the Marketing Services Agreement online terms, currently located at https://spothero.com/legal/msa, as they may be updated from time to time (“SpotHero Terms”). To the extent that these Control Panel Terms conflict with the SpotHero Terms, or any other agreement between you and/or Operator, on the one hand, and SpotHero or any of its affiliates, on the other hand, these Control Panel Terms shall control. Any terms used but not defined herein shall have the meaning ascribed to such term in the SpotHero Terms.
2. Account Registration and Use: You understand that you may need to register for an account in order to access the Control Panel and retrieve information therefrom. Account information must be accurate, current and complete, and will be governed by the SpotHero Terms and these Control Panel Terms. You agree to keep this information up-to-date so that SpotHero may send notices, statements and other information by email or through your account and understand that SpotHero will reasonably rely on the information detailed in your account to deliver notices, statements and other information. You and the parking operator or other parking entity that you perform services for (“Operator”) must ensure that any user IDs, passwords, and other access credentials (such as API tokens) for the Control Panel are kept strictly confidential and not shared with any unauthorized person or entity. You agree, on behalf of yourself and Operator, that if any authorized user ceases to work for Operator, Operator will immediately terminate that person’s access to its account and information obtained from the Control Panel. You and Operator will be held fully responsible for any and all actions taken using its and its users’ accounts, passwords or access credentials. You and Operator agree to notify SpotHero immediately of any breach of security or unauthorized use of its account. Accounts are granted to specific users and must not be shared with others. If SpotHero reasonably believes that you or Operator’s use of the Control Panel is in violation of these Dashboard Terms or the Terms, SpotHero may immediately suspend your use without notice to you.
3. Monthly Statement: Notwithstanding anything to the contrary in any other agreement between you and/or the entity you represent or with which you are employed or otherwise affiliated, on the one hand, and SpotHero or its affiliates, on the other hand (each, an “Other Agreement”), your use of the Control Panel to obtain monthly statements (including any “Monthly Statements” as defined in such agreements) shall relieve SpotHero and its affiliates from any obligation to provide a monthly statement in any other format or pursuant to any other terms of any Other Agreement. You agree, on behalf of the entity you represent or with which you are employed or otherwise affiliated, that any monthly statement made available through the Control Panel shall be deemed to have been delivered as of the latest date such monthly statement is required to be delivered under any Other Agreement.
4. Confidentiality: You agree, on behalf of yourself and Operator, that, in connection with your use or access to the Control Panel, your or Operator may receive or have access to commercially valuable technical and non-technical confidential or proprietary information of SpotHero and its affiliates, including information in whatever form, relating to the business of SpotHero that is not generally known or available to others, including but not limited to, pricing, payment terms and other information concerning SpotHero’s business operations (“Confidential Information”). Except as expressly allowed herein, you agree, on behalf of yourself and Operator, that you and Operator will hold in confidence and not disclose or use any Confidential Information of SpotHero and will similarly bind Operator’s other employees and agents. You and Operator agree that any customer information you receive from SpotHero (which shall be provided in accordance with the SpotHero Terms) will be maintained by you and Operator in confidence and in accordance with the SpotHero Terms. You and Operator agree that any Confidential Information received or obtained from SpotHero will be the sole and exclusive property of SpotHero and may not be used, disseminated or disclosed except as may required by law. If disclosure is required by law, then, to the extent permitted by law, you and Operator agree to provide prompt notice to SpotHero and shall reasonably cooperate with SpotHero to preserve the confidentiality of the Confidential Information. Notwithstanding the foregoing, Confidential Information shall not include any information that: (a) is or becomes generally available to or known to the public through no wrongful act of you, Operator or any of your affiliates, agents or representatives; (b) was previously known by your or Operator through no wrongful act of you or Operator; (c) was independently developed by your or Operator without reference to or use of the Confidential Information; or (d) was lawfully disclosed to you or Operator by a third party having no obligation of confidentiality.
5. Prohibition on Reverse Engineering: On behalf of yourself and Operator, you agree not to disassemble, decompile, reverse engineer or prepare derivative works from any of the information or data located in the Control Panel outside of for your own personal, non-commercial use. You and Operator shall not sell, distribute, cause or allow to pass from your control any information or data from the Control Panel to a third party without written prior approval from SpotHero.
6. Restrictions Relating to Personal Information: To the extent that you or Operator receive from SpotHero any personal information of any other person, you and Operator understand and agree that (a) Operator is a “service provider” as defined by the California Consumer Privacy Act (the “Act”), (b) you and Operator are prohibited from selling the personal information; (c) you and Operator are prohibited from retaining, using or disclosing such personal information for any purpose other than for the specific purpose of performing the service(s) relating to Operator’s relationship with SpotHero, including retaining, using or disclosing such personal information for a commercial purpose other than providing such service(s), (d) you and Operator are prohibited from retaining, using or disclosing such personal information outside of the direct business relationship between you/Operator and SpotHero, and (e) for the avoidance of doubt, you and Operator will not further collect, sell or use such personal information except as necessary to perform the business purpose (as such term is defined in the Act). If SpotHero is required to direct you or Operator to delete such personal information, you and Operator agree to comply with such request in accordance with the Act. On behalf of yourself and Operator, you hereby certify that you and Operator understand the restrictions set forth herein and that you and Operator will comply with them.
7. Release: You agree, on behalf of yourself and Operator, to release SpotHero and its affiliates, and their respective manager(s), officers, member(s), employees, agents and representatives, from any and all claims, demands, losses and damages of every kind and nature, whether known or unknown, arising out of or in any way relating to the failure to deliver any monthly statement under any Other Agreement between SpotHero, the Control Panel, your use of the Control Panel, other users’ use of the Control Panel and any dispute or defense you have or claim to have against us or one or more users of the Control Panel.
8. Indemnity: You agree to indemnify and hold us, our managers, members, officers, employees, agents and representatives harmless from any loss, liability, claim or demand, including reasonable attorneys’ fees and costs, due to or arising out of your breach of these Dashboard Terms.
9. Self Service Feature: As a parking operator, manager and/or owner, you set the parking prices for your parking inventory listings. If you choose to adjust your parking prices or any other features of your listings (to the extent such functionality is available) via SpotHero's "self-service" feature ("Self Service Feature"), you may do so as often as you desire before a reservation is purchased for the applicable listing. If you cannot adjust pricing or another available feature for your listing before a reservation has been purchased, you should contact your account manager for additional assistance. When setting the parking price of your parking inventory listings, you understand and agree that it is your responsibility to comply with all applicable laws, statutes, and regulations. You further understand and agree that SpotHero and its affiliates, and their respective manager(s), officers, member(s), employees, agents and representatives, shall not be responsible or liable for, and you release them from any claims relating to, any errors, financial loss, or damages of any kind that may result from your use of the Control Panel, including with respect to your use of the Self Service Feature to set or adjust parking prices for your parking inventory listings. It is always your responsibility to verify that all details and parking prices listed are accurate. If you discover that anything posted for your listing is inaccurate, you agree to contact your account manager promptly to correct your listing. We offer the Self Service Feature “as is” and are not making any warranties, conditions, representations or guarantees of any kind, whether express, implied, statutory or otherwise, including all express or implied warranties of design, merchantability, fitness for a particular purpose, title, quality and non-infringement, that our Self Service Feature will meet your requirements or that our Self Service Feature will always be available, accessible, uninterrupted, timely, secure, accurate, complete or error-free. Use our Self Service Feature is at your own risk. SpotHero will not be liable for indirect, punitive, incidental, special, consequential or exemplary damages, or for loss of profits, goodwill or data or other intangible losses, that result from your use of, or inability to use, the Self Service Feature.
10. Taxes. When applicable, the amount of taxes related to Operator’s parking reservations that SpotHero calculates and remits on behalf of Operator will be summed for reference under the Accounting Tab in the Control Panel. In the event Operator has questions regarding the total calculated tax amount, Operator agrees to contact Operator’s account manager promptly. While SpotHero endeavors to provide accurate information at all times, all tax amounts are provided as-is without any warranties or assurances regarding accuracy. Where SpotHero remits tax on behalf of Operator, Operator understands that, notwithstanding such remittance service provided by SpotHero, Operator shall at all times bear the ultimate economic responsibility for all such tax amounts. SpotHero cannot and does not offer tax-related advice to you.
11. General: These Dashboard Terms shall be governed by and construed in accordance with the laws of the State of Illinois without regard to its choice or conflict of laws provision. You may not assign, in whole or in part, these Dashboard Terms without the prior written consent of SpotHero, provided that you may assign this agreement, with notice to SpotHero, in connection with the sale of all or substantially all of such party’s equity, business or assets. You agree that these Dashboard Terms may be automatically assigned by SpotHero, in our sole discretion by providing notice to you. Subject to the foregoing, these Dashboard Terms shall be binding upon and shall inure to the benefit of each party hereto and its respective successors and assigns. SpotHero may amend these Dashboard Terms from time to time. Amendments will be effective upon SpotHero’s posting of such updated Dashboard Terms at this location. Your continued access or use of the Services after such posting confirms your consent to be bound by the Dashboard Terms, as amended. If SpotHero changes these Dashboard Terms after the date you first agreed to the Dashboard Terms (or to any subsequent changes to these Dashboard Terms), you may reject any such change by providing SpotHero with written notice of such rejection within 30 days of the date such change became effective, as indicated in the “Last Updated” date below. In order to be effective, the notice must include the full Operator name and clearly indicate your intent to reject changes to these Dashboard Terms. By rejecting changes, you are agreeing that you will continue to be bound by the provisions of these Dashboard Terms as of the date you first agreed to the Dashboard Terms (or to any subsequent changes to these Dashboard Terms). If any provision of this Agreement is or becomes invalid or non-binding, the parties shall remain bound by all other provisions of this Agreement. In that event, the parties shall replace the invalid or non-binding provision with provisions that are valid and binding and that have, to the greatest extent possible, a similar effect as the invalid or non-binding provision, given the contents and purpose of these Dashboard Terms. Except as explicitly stated otherwise, any notices to SpotHero shall be given by certified mail, postage prepaid and return receipt requested to SpotHero, Inc., Attn: Legal Department 125 S. Clark St., Suite 200, Chicago, IL 60603.
Last Updated: October 26, 2023