Purpose and scope
Unboot.me provides a technology platform designed to document, coordinate, administer, and maintain records concerning private-property parking compliance, including warnings, citations where lawfully permitted, vehicle immobilization, payment processing or payment facilitation, motorist communications, dispute administration, tow dispatch coordination, vehicle-release records, reports, and related operational functions.
Contractor may use the Platform in one or more authorized capacities, including as:
Contractor’s obligations under this Agreement apply according to the functions Contractor actually performs.
Nothing in this Agreement authorizes Contractor to perform any activity that is prohibited by law, beyond Contractor’s licenses or contractual authority, outside an authorized property, or inconsistent with the rights granted by a property owner or other legally authorized party.
Definitions
For purposes of this Agreement:
Unboot.me’s role
Unboot.me provides software, electronic documentation, workflow management, communications, payment-related technology, evidence-management functions, dispute administration, and related services.
Except where Unboot.me separately agrees in writing to perform a specific operational service, Unboot.me does not itself patrol parking facilities, select vehicles for enforcement, physically issue warnings, install immobilization devices, remove immobilization devices, operate tow trucks, impound vehicles, store vehicles, or make the underlying property-level decision that an Enforcement Action is legally authorized.
Contractor is exclusively responsible for determining, before initiating an Enforcement Action, that:
Geofencing, GPS verification, plate recognition, account permissions, warning messages, dashboards, artificial-intelligence features, automated checks, property profiles, or other technical controls are intended to assist operations.
They do not constitute a legal determination by Unboot.me that a particular Enforcement Action is lawful.
Contractor may not rely on Platform availability, a geofence, GPS result, plate-recognition result, prior record, property configuration, or other automated output as a substitute for Contractor’s independent verification.
Unless expressly identified otherwise, Unboot.me is a private technology provider. Use of the Platform does not convert Unboot.me or Contractor into a governmental agency, law-enforcement authority, court, administrative tribunal, or public parking authority. Contractor shall not represent otherwise.
Contractor eligibility and representations
Contractor represents, warrants, and covenants throughout the Term that:
Independent contractor relationship
The Parties are independent businesses.
Nothing in this Agreement creates an employer-employee relationship, partnership, franchise, fiduciary relationship, joint venture, general agency, or other relationship permitting either Party to bind the other except where expressly stated.
Contractor is solely responsible for recruiting, hiring, supervising, scheduling, compensating, disciplining, terminating, and directing Contractor’s personnel.
Individuals working for Contractor are not employees of Unboot.me solely because they use the Platform, receive Platform notifications, follow documentation requirements, comply with security rules, or operate within Platform workflows.
Contractor is solely responsible for wages, payroll taxes, benefits, workers’ compensation, unemployment obligations, employment eligibility, workplace requirements, and worker classification relating to its personnel.
Contractor may not:
Signage, policies, and notice
Contractor is responsible for ensuring that each Property has legally sufficient parking rules, signage, notices, markings, permits, disclosures, or other prerequisites required in the applicable jurisdiction.
Contractor is responsible for determining:
Templates, examples, guidance, decals, signs, or educational materials provided by Unboot.me are informational tools and are not a substitute for jurisdiction-specific legal review.
Enforcement standards
Contractor shall ensure that each Enforcement Action is performed professionally, safely, accurately, and lawfully.
Before creating or finalizing an Enforcement Record, the field operator must make reasonable efforts to verify:
Photographic and record documentation
Contractor shall capture and preserve evidence reasonably sufficient to document each Enforcement Action.
Where applicable, this should include:
Contractor shall not intentionally obscure relevant facts or selectively document circumstances for the purpose of creating a misleading record.
Plate recognition and automated tools
The Platform may use optical character recognition, artificial intelligence, historical records, or other technology to assist with vehicle identification.
Contractor acknowledges that automated tools can produce errors.
The field operator remains responsible for visually confirming the license plate and material vehicle information before taking an Enforcement Action.
Contractor shall not knowingly proceed with an Enforcement Action based solely on an automated result that conflicts with observable facts.
Record accuracy and integrity
Contractor acknowledges that Enforcement Records may later be reviewed by:
Contractor shall therefore treat every Enforcement Record as a potentially consequential business record.
Contractor shall not falsify, backdate, manipulate, improperly delete, fabricate, or instruct another person to manipulate an Enforcement Record.
Where the Platform restricts modification of timestamps, payment records, UB.me IDs, audit records, or other system-generated information, Contractor shall not attempt to circumvent those restrictions.
Motorist treatment and professional conduct
Contractor and its personnel shall interact with Motorists professionally.
Contractor shall not engage in:
Nothing prohibits a Contractor from accurately describing lawful consequences authorized under applicable rules.
Fees and amounts charged to Motorists
Contractor is responsible for ensuring that all parking-related, immobilization, citation, towing, storage, administrative, release, or other charges established or directed by Contractor comply with applicable law and contractual authority.
Contractor shall not use the Platform to:
Where Contractor configures fees through the Platform, Contractor’s configuration does not constitute Unboot.me approval of the legality of those fees.
Payment processing
The Platform may enable Motorists or other users to make electronic payments using one or more independent Payment Processors.
Contractor authorizes Unboot.me to transmit transaction information to Payment Processors and to take commercially reasonable actions necessary to facilitate, reconcile, document, refund, reverse, defend, settle, or otherwise administer such transactions.
Payment transactions remain subject to:
If this Agreement conflicts with a mandatory Payment Processor or card-network requirement concerning payment processing, that requirement controls with respect to the Payment Processor or network.
The contractual allocation of liability between Contractor and Unboot.me remains effective to the maximum extent permitted.
Depending on the applicable payment configuration, Unboot.me, Contractor, or a third-party payment facilitator may appear as or function as the merchant of record, payee, platform, submerchant, connected account, or other payment participant.
Such designation does not alter Contractor’s responsibility under this Agreement for an unlawful, inaccurate, unauthorized, or improperly documented underlying Enforcement Action.
Unless expressly stated in a separate written agreement, Unboot.me does not provide Contractor with a bank account, deposit account, escrow account, credit facility, or fiduciary financial service.
Chargebacks and payment disputes
A Chargeback initiated against a payment does not establish that Unboot.me acted improperly or that the underlying Enforcement Action was invalid.
As between Contractor and Unboot.me, responsibility for a Chargeback will be allocated according to the facts and this Agreement.
Contractor is financially responsible for any Chargeback, reversal, assessment, refund, processor loss, network penalty, investigation expense, or associated cost arising from or materially related to:
To the extent directly caused solely by a verified technical or payment-processing error attributable to Unboot.me, rather than Contractor, a Motorist, a Payment Processor, a card issuer, or a third party, Unboot.me will be responsible only as expressly provided in this Agreement and subject to its limitation-of-liability provisions.
Upon notification of a Chargeback or payment inquiry, Contractor shall provide requested information within two (2) business days, or sooner when required by the applicable Payment Processor deadline.
Requested evidence may include:
Failure to respond timely may cause Contractor to bear the resulting Chargeback regardless of whether the dispute might otherwise have been defensible.
Contractor authorizes Unboot.me to compile, format, disclose, and submit relevant information to Payment Processors, acquiring banks, issuing banks, card networks, fraud-prevention providers, and other entities involved in a Chargeback. This may include relevant Platform-generated:
Unboot.me may redact information not reasonably necessary for the dispute.
Contractor acknowledges that the ultimate disposition of a Chargeback may be controlled by an issuing bank, Payment Processor, card network, arbitrator, or other third party.
Unboot.me does not guarantee that any Chargeback will be won.
Nothing in this Agreement prohibits a Motorist from exercising lawful rights with a card issuer or financial institution.
Contractor shall not falsely tell a Motorist that a bank dispute is illegal, unavailable, prohibited, or incapable of succeeding. Contractor may accurately direct Motorists to Unboot.me’s dispute process and encourage resolution through the Platform.
Reserves, setoff, withholding, and negative balances
To the extent permitted by law and applicable Payment Processor rules, Contractor authorizes Unboot.me or its Payment Processor to withhold, offset, deduct, or reserve amounts otherwise payable to Contractor when reasonably necessary to cover:
If available balances are insufficient, Contractor shall reimburse the outstanding amount within five (5) business days after demand.
Unboot.me may maintain a commercially reasonable reserve where Contractor’s transaction history, Chargeback rate, complaint history, legal status, or operating conduct creates elevated payment risk.
No reserve constitutes ownership by Unboot.me of Contractor funds beyond amounts lawfully due or subject to processor requirements.
Refunds and credits
Refunds shall be administered according to:
Contractor may not promise a refund and simultaneously instruct Unboot.me to oppose that refund.
Contractor must promptly report any refund promise, settlement, duplicate collection, incorrect amount, or acknowledged operational error.
Unboot.me may issue or facilitate a refund without Contractor’s prior approval when reasonably necessary to:
Where the refund arises from Contractor’s conduct or responsibility, Contractor bears the associated financial cost.
Motorist dispute administration
Unboot.me may receive, organize, investigate, communicate regarding, administer, and coordinate Motorist disputes concerning records processed through the Platform. Contractor authorizes Unboot.me to communicate directly with Motorists concerning those disputes.
Contractor shall provide all requested information and reasonable cooperation necessary for Unboot.me to investigate a dispute. Contractor shall not:
Unboot.me’s administration of a dispute does not transfer to Unboot.me the Contractor’s underlying legal responsibility for the Enforcement Action.
Unless applicable law or a separate written delegation expressly provides otherwise, Contractor remains responsible for the legality and factual basis of the original Enforcement Action.
Where the available evidence reasonably indicates an error, Unboot.me may request or implement an appropriate administrative correction, including closing a Platform record, documenting a resolution, facilitating a refund, updating a dispute status, or correcting non-substantive data. Such action does not constitute an admission of wrongdoing by Unboot.me.
Location-confirmation evidence
The Platform may permit a Motorist or payer to provide device-location information in connection with a payment or case interaction.
Contractor acknowledges:
Contractor shall not misrepresent location-confirmation information as infallible.
Tow requests
If Contractor initiates a tow request, Contractor represents that the request is authorized and lawful.
Contractor must ensure that all prerequisites for towing have been satisfied before dispatch.
A Tow Partner’s acceptance of a request does not cure a legally defective tow authorization.
Unboot.me’s transmission of a request is a technology function and does not constitute independent authorization by Unboot.me to seize or remove a vehicle.
Tow Partner obligations
A Contractor operating as a Tow Partner additionally agrees to:
Vehicle damage
Contractor is solely responsible for damage to a vehicle or other property caused by Contractor’s or its personnel’s installation, removal, towing, loading, transport, storage, release, equipment, negligence, recklessness, or intentional conduct.
Contractor must promptly document and notify Unboot.me of any allegation of vehicle damage connected to an Enforcement Record.
Unboot.me’s documentation of a damage allegation does not constitute an admission of liability.
Vehicle storage and release
A Tow Partner is solely responsible for lawful custody and storage of a vehicle after pickup. The Tow Partner must:
Where the Platform identifies an unpaid citation or another status that may affect release, Tow Partner must still independently comply with applicable law.
A Platform restriction cannot lawfully authorize a Tow Partner to retain a vehicle when applicable law requires its release.
The Tow Partner must contact the responsible Agency or Unboot.me if Platform instructions appear inconsistent with law.
Safety
Contractor is solely responsible for establishing safe operating procedures appropriate to Contractor’s work.
Contractor shall not undertake an Enforcement Action when doing so would create an unreasonable and avoidable risk of bodily injury.
Contractor shall maintain equipment in safe working condition and follow applicable occupational-safety and transportation requirements.
Personnel, training, and background requirements
Contractor is responsible for determining the qualifications appropriate for its personnel.
At a minimum, Contractor shall train Authorized Users regarding:
Contractor shall maintain training records where reasonably appropriate.
Unboot.me may provide supplemental Platform training but is not responsible for providing Contractor’s legally required occupational training.
Privacy and personal information
Contractor shall process personal information only for legitimate and lawful business purposes relating to authorized parking-compliance activities.
Contractor may not use Platform information for unrelated purposes such as:
Contractor is responsible for providing notices and obtaining permissions required for Contractor’s independent collection and use of personal information.
Where Unboot.me processes information on Contractor’s behalf, each Party shall comply with applicable privacy laws according to its respective legal role.
Data security
Contractor shall maintain reasonable administrative, technical, and physical safeguards appropriate to the information Contractor accesses. At a minimum, Contractor shall:
Contractor shall not attempt to defeat Platform security, access another Agency’s information, circumvent role restrictions, scrape restricted information, discover vulnerabilities without authorization, or interfere with Platform security controls.
Security incidents
Contractor shall notify Unboot.me without unreasonable delay, and in no event later than twenty-four (24) hours after confirming a security incident.
Notification is required for any incident that reasonably may involve:
Contractor shall cooperate with investigation, containment, remediation, notification, and legally required response measures.
Contractor shall not make a public statement attributing a security incident to Unboot.me without a reasonable factual basis.
Payment-card security
Contractor shall not request, store, photograph, transmit, or enter full payment-card numbers, card security codes, payment credentials, or other sensitive authentication information into general Platform notes, photographs, dispute attachments, messages, or unrelated fields.
Where Contractor separately handles cardholder data, Contractor is solely responsible for applicable payment-card security obligations.
Contractor shall use only authorized payment interfaces.
Record retention and legal holds
Contractor shall maintain records for the period required by applicable law and, where no shorter period is legally mandated, for a commercially reasonable period sufficient to address disputes, insurance claims, Chargebacks, litigation, audits, and regulatory inquiries.
Once Contractor receives notice of litigation, threatened litigation, a Chargeback, subpoena, regulatory investigation, insurance claim, Motorist dispute, preservation request, or legal hold, Contractor shall preserve potentially relevant information until the matter is resolved.
Contractor shall not destroy relevant information to avoid disclosure.
Platform-generated records
The Platform may create system-generated information including timestamps, audit entries, transaction statuses, event histories, UB.me IDs, notification logs, and technical records.
Contractor agrees that such records may be relied upon for legitimate business, evidentiary, payment, audit, and dispute purposes, subject to applicable evidentiary law.
Nothing in this Agreement guarantees that any particular record will be admitted into evidence by a court or tribunal.
Ownership of data
As between the Parties, Contractor retains its rights in Contractor Data, subject to applicable law and third-party rights.
Contractor grants Unboot.me a nonexclusive, worldwide license during the Term and for the legally permissible retention period thereafter to host, reproduce, process, transmit, analyze, display, secure, archive, disclose, and otherwise use Contractor Data as reasonably necessary to:
Unboot.me may create aggregated or de-identified information that does not reasonably identify Contractor, a Motorist, or another individual and may use such information for lawful business purposes.
Confidentiality
Each Party may receive nonpublic business, technical, operational, security, pricing, financial, customer, or strategic information of the other Party (“Confidential Information”). The receiving Party shall:
Confidential Information does not include information that the receiving Party can establish:
Unboot.me intellectual property
Unboot.me and its licensors retain all rights in and to:
Contractor receives only a limited, revocable, nonexclusive, nontransferable right to access and use the Platform during the Term for authorized business purposes.
Contractor shall not reverse engineer, reproduce, resell, sublicense, copy, circumvent, or commercially exploit the Platform except as expressly authorized by law or written permission.
Unboot.me brand
Contractor may not imply that:
Use of Unboot.me trademarks, decals, logos, or branded materials must comply with Unboot.me brand requirements.
Unboot.me may revoke trademark permission upon termination or misuse.
Taxes
Contractor is responsible for all taxes imposed on Contractor’s business, personnel, earnings, property, and operations except taxes imposed directly on Unboot.me’s net income.
Nothing in this Agreement creates an obligation for Unboot.me to withhold payroll taxes for Contractor’s personnel unless legally required.
Insurance
Throughout the Term, Contractor shall maintain insurance appropriate to its activities and no less than required by applicable law.
Unless Unboot.me approves otherwise in writing, an Enforcement Contractor should maintain, as applicable:
Where Contractor performs towing or vehicle-storage services, Contractor shall additionally maintain commercially reasonable:
Unboot.me may require higher limits based on Contractor’s risk profile or applicable enterprise requirements. Upon request, Contractor shall provide certificates of insurance.
Where commercially available and reasonably requested, Contractor shall name Unboot.me and its applicable affiliates as additional insureds for liability arising from Contractor’s operations.
Contractor indemnification
To the fullest extent permitted by law, Contractor shall defend, indemnify, and hold harmless Unboot.me, its affiliates, owners, directors, officers, employees, contractors, licensors, Payment Processors, successors, and assigns (“Unboot.me Indemnified Parties”) from and against third-party claims, demands, investigations, proceedings, losses, liabilities, judgments, settlements, penalties, fines, damages, costs, and reasonable attorneys’ fees arising out of or relating to:
Contractor’s obligations under this Section are not reduced merely because a claim names Unboot.me as a defendant based upon Unboot.me’s role as technology provider.
Indemnification procedure
An Unboot.me Indemnified Party seeking indemnification shall provide reasonably prompt notice of the claim where practicable.
Failure to provide immediate notice does not relieve Contractor except to the extent Contractor is materially prejudiced.
Contractor may control the defense using competent counsel reasonably acceptable to Unboot.me. Contractor may not settle a matter in a manner that:
without Unboot.me’s written consent. Unboot.me may participate using counsel of its choice.
Limited Unboot.me IP indemnity
Subject to this Agreement’s limitations, Unboot.me will defend Contractor against a third-party claim alleging that Contractor’s authorized use of the unmodified Platform directly infringes a United States patent, copyright, or trademark.
This obligation does not apply to claims arising from:
Unboot.me may modify, replace, or discontinue an allegedly infringing feature.
This Section states Contractor’s exclusive contractual remedy for third-party intellectual-property infringement by the Platform.
Disclaimer of warranties
TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE.”
UNBOOT.ME DISCLAIMS IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT EXCEPT AS EXPRESSLY PROVIDED.
UNBOOT.ME DOES NOT WARRANT THAT:
Limitation of liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW, UNBOOT.ME WILL NOT BE LIABLE TO CONTRACTOR FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST REVENUE, LOSS OF GOODWILL, OR LOSS OF BUSINESS OPPORTUNITY, EVEN IF ADVISED OF THE POSSIBILITY.
EXCEPT FOR LIABILITY THAT CANNOT LAWFULLY BE LIMITED, UNBOOT.ME’S AGGREGATE LIABILITY ARISING FROM OR RELATING TO THIS AGREEMENT WILL NOT EXCEED THE GREATER OF:
Contractor’s payment obligations, indemnification obligations, Chargeback liabilities, confidentiality obligations, intellectual-property violations, fraud, willful misconduct, privacy violations, data-security breaches, and liabilities for bodily injury or property damage caused by Contractor are not subject to the foregoing Contractor-side limitation.
Audit and compliance review
Unboot.me may reasonably review Contractor’s compliance with this Agreement. Contractor shall cooperate with reasonable requests concerning:
Where Unboot.me reasonably suspects fraud, serious illegality, safety risk, or material noncompliance, Unboot.me may immediately restrict relevant Platform functions while conducting a review.
Regulatory and legal cooperation
Contractor shall reasonably cooperate with Unboot.me concerning subpoenas, government inquiries, court orders, insurance matters, Payment Processor investigations, consumer complaints, and other proceedings connected to Contractor’s activities.
Nothing requires either Party to waive legal privilege.
Unboot.me may disclose information when reasonably believed necessary to:
Compliance with law
Contractor shall comply with all laws applicable to its activities, including where applicable laws governing:
If applicable law imposes a higher standard than this Agreement, Contractor shall follow the higher legal standard.
Anti-bribery and improper payments
Contractor shall not offer, solicit, authorize, accept, or provide any unlawful bribe, kickback, secret commission, or improper payment in connection with the Platform.
Contractor shall not structure parking-enforcement practices primarily to generate improper fees through deceptive or unlawful conduct.
No credit reporting or collection representation
Unless expressly authorized in a separate written agreement and permitted by law, Contractor shall not use Unboot.me or Platform information to:
Suspension
Unboot.me may immediately suspend some or all Contractor access where reasonably necessary because of:
Suspension does not waive Contractor’s outstanding obligations.
Term and termination
This Agreement begins when accepted and continues until terminated.
Either Party may terminate the commercial relationship according to any applicable order form or, if no separate term applies, upon thirty (30) days’ written notice.
Unboot.me may terminate immediately for material breach, fraud, illegality, serious safety risk, abuse, security compromise, processor requirement, or repeated violations.
Effect of termination
Upon termination:
Termination does not erase historical Enforcement Records merely because Contractor no longer uses the Platform.
Survival
The following provisions survive termination to the extent applicable:
Nonexclusivity
Unless expressly agreed otherwise in writing, neither Party is required to deal exclusively with the other.
Contractor may use competing services, and Unboot.me may provide services to Contractor’s competitors.
Contractor may not misuse Unboot.me Confidential Information or intellectual property in doing so.
Assignment and subcontracting
Contractor may not assign this Agreement without Unboot.me’s prior written consent, except in connection with a bona fide merger or sale of substantially all Contractor assets where the successor assumes Contractor’s obligations and is legally qualified to perform the services.
Contractor remains responsible for subcontractors it uses. A subcontract does not relieve Contractor of liability.
Notices
Legal notices to Unboot.me shall be sent to:
Unboot.me · Attn: Legal · 3423 Piedmont Rd NE, Atlanta, GA 30305 · legal@unboot.me
Operational notices may be delivered through the Platform, account email, or other designated communications channel.
Contractor is responsible for maintaining current contact information.
Dispute resolution between Contractor and Unboot.me
Before commencing formal proceedings, a Party shall provide written notice describing the dispute and allow at least thirty (30) days for good-faith business resolution, unless emergency relief is reasonably required.
Except for claims expressly excluded below, any dispute arising from or relating to this Agreement or the commercial relationship between Contractor and Unboot.me shall be resolved by binding arbitration administered by the American Arbitration Association (“AAA”) under its Commercial Arbitration Rules.
The arbitration shall be conducted by one neutral arbitrator unless the Parties agree otherwise.
The arbitrator may award any remedy available under applicable law and this Agreement but may not rewrite the Agreement. Judgment on the award may be entered in any court having jurisdiction.
To the maximum extent permitted by law, disputes shall be resolved only between the Parties individually.
Neither Party shall bring or participate in a class, collective, consolidated, or representative proceeding against the other unless applicable law prohibits enforcement of this restriction.
Either Party may seek judicial relief concerning:
Unless otherwise agreed, arbitration shall occur in Fulton County, Georgia, or remotely when permitted by the arbitrator.
Governing law
This Agreement is governed by the laws of the State of Georgia, without regard to conflict-of-law rules, except where federal law governs.
For matters properly brought in court rather than arbitration, the Parties consent to exclusive jurisdiction in the appropriate state or federal courts located in Fulton County, Georgia, subject to applicable law.
Electronic contracting
The Parties agree that electronic records, electronic signatures, electronic acceptance, click-through acceptance, and electronic communications may be used to form and administer this Agreement.
Contractor agrees that its electronic acceptance has the same force and effect as a handwritten signature to the maximum extent permitted by law.
Unboot.me may retain electronic records identifying acceptance date, account, user, IP information where available, Agreement version, and related acceptance information.
Changes to this Agreement
Unboot.me may revise this Agreement to reflect:
For material changes affecting existing Contractors, Unboot.me will provide reasonable notice through the Platform, email, account notification, or another reasonable method.
Where legally required or where a material change requires affirmative consent, Unboot.me may require Contractor to accept the revised Agreement before continuing to use affected services.
Force majeure
Neither Party is liable for delay or failure caused by circumstances beyond its reasonable control, including natural disasters, severe weather, fire, war, terrorism, civil unrest, labor disruption, widespread internet failure, telecommunications outage, utility failure, governmental action, Payment Processor outage, cloud-provider outage, or similar events.
This Section does not excuse payment obligations that accrued before the event.
Order of precedence
If Contractor has an executed enterprise agreement, order form, data-processing agreement, or other written agreement expressly incorporated into this Agreement, inconsistencies will be resolved in the following order unless expressly stated otherwise:
Motorist-facing payment terms govern the relationship applicable to the Motorist’s transaction and do not displace Contractor’s obligations under this Agreement.
Payment Processor rules control the processor relationship where mandatorily applicable.
No third-party beneficiaries
Except for Unboot.me Indemnified Parties and other persons expressly granted enforcement rights under this Agreement, this Agreement does not create enforceable rights in any third party.
Severability
If a provision is held unlawful or unenforceable, it shall be enforced to the maximum extent permitted and modified only as necessary to make it enforceable.
The remaining provisions remain effective.
Waiver
Failure to enforce any provision does not waive that provision or any other provision.
A waiver must be express and applies only to the specific matter for which it is given.
Interpretation
Headings are for convenience only.
“Including” means “including without limitation.”
Words in the singular include the plural where appropriate.
This Agreement will not be construed against either Party solely because that Party drafted it.
Entire agreement
This Agreement, together with applicable incorporated documents, constitutes the entire agreement between the Parties concerning its subject matter and supersedes prior oral or written understandings concerning that subject matter.
No Contractor employee or sales representative may modify this Agreement unless the modification is authorized in writing in accordance with Unboot.me’s contracting procedures.
Contractor acknowledgments
BY ACCEPTING THIS AGREEMENT, CONTRACTOR EXPRESSLY ACKNOWLEDGES THAT:
Enforcement contractor minimum operating standards
An Agency or other Contractor performing parking-compliance activity shall:
Tow Partner minimum operating standards
A Tow Partner shall:
Chargeback and payment-evidence protocol
When Unboot.me receives a payment dispute, the following protocol applies.
Unboot.me may assemble available:
Contractor shall provide requested:
Contractor shall respond no later than the earlier of (a) two business days after Unboot.me’s request, or (b) the deadline specified by Unboot.me when a Payment Processor requires faster action.
Neither Party shall fabricate, materially alter, or knowingly submit false evidence.
Where the Chargeback results primarily from Contractor’s unlawful activity, factual error, failure to perform, missing documentation, failure to cooperate, or other Contractor-responsible event, Contractor bears the resulting financial loss.
Where the Chargeback results solely from a verified Unboot.me processing error, responsibility will be governed by this Agreement.
Where responsibility is mixed, the Parties may allocate the loss according to their respective contribution, applicable law, contractual responsibility, and Payment Processor requirements.
An issuer’s decision to uphold a Chargeback does not, by itself, determine civil liability between Contractor and Unboot.me.
Contractor’s cooperation obligation survives termination for transactions occurring during the Term.
Signatures
The Parties intend to be legally bound.