Software Services Agreement

This Software Services Agreement (this “Agreement”) is between Intake Scout LLC, an Ohio limited liability company doing business as Lotably, of 1142 Carney Street, Cincinnati, Ohio 45202 (“Lotably”), and the business identified as the customer in the Order Summary (“Customer”). Lotably and Customer are each a “party” and together the “parties.” This Agreement takes effect and binds Customer when Customer accepts it electronically (the “Effective Date”). It binds Lotably from the Activation Date, when Customer’s account activates under Section 3.3.

Customer’s Plan, Fees and other commercial details are set out in the Order Summary (Exhibit A), which forms part of this Agreement. The Acceptable Use Policy also forms part of this Agreement. The Privacy Policy explains how Lotably handles personal information for its own purposes.

Section 7 (Property Authorization and Assumption of Liability) makes Customer responsible for having the right to enforce parking at every Location and places all liability for enforcement without that right on Customer. Please read it carefully. This Agreement is not available to customers located in Quebec or for Locations in Quebec (see Section 2.6).

1. Definitions

1.1 “Acceptable Use Policy” means Lotably’s Acceptable Use Policy published at https://app.lotably.com/legal/acceptable-use, as changed under Section 20.

1.2 “Account Records” means Lotably’s own records about Customer and its account, including the signup application, Customer’s confirmation under Section 3.1, any Signup Letter, the electronic signature records described in Section 2.3, records of Fees charged and paid, and communications between the parties. Account Records are not Customer Data.

1.3 “Activation Date” means the date Customer’s account activates under Section 3.3.

1.4 “Active Location” means a Location that is marked active in the Services. The number of Active Locations at any time is the number of Locations marked active at that time.

1.5 “Additional Location” means each Active Location in excess of the number of Active Locations included in Customer’s Plan, counted as described in Section 9.6 and not by the order in which Locations were added. “Additional Location Fee” means the monthly fee for each Additional Location stated in the Order Summary.

1.6 “Applicable Law” means all federal, provincial, territorial, municipal and other laws, regulations, by-laws, codes, orders and binding regulatory requirements that apply to a party, to a Location or to the activity in question.

1.7 “Authorized User” means an individual whom Customer allows to use the Services under Customer’s account, such as Customer’s employees, contractors and agents, including administrators, enforcement officers and other staff users.

1.8 “Billing Period” means each monthly period that begins on the Activation Date, or on the date a change to a Plan with a Monthly Fee takes effect under Section 9.8 or Section 9.9, or on the same day of any later month (or, if a month has no such day, on its last day), and ends on the day before the next Billing Period begins.

1.9 “Citation” means a parking citation, violation notice, warning, parking charge notice, boot or tow notice, or other notice or payment request that Customer or its Authorized Users issue or record using the Services. Every Citation is issued by Customer and in Customer’s name. Calling a notice a “Citation” does not give it governmental authority or make it legally enforceable.

1.10 “Confidential Information” has the meaning given in Section 15.1.

1.11 “Customer Data” means all data and content that Customer, its Authorized Users or Drivers submit to the Services, or that the Services generate for Customer, including Driver Data, Location details, rules, fine schedules, Customer Materials, Citations, dispute records, reports and payment records. Customer Data does not include Account Records or De-identified Data.

1.12 “Customer Materials” means the names, trademarks, logos, colours, images, ticket and sign wording, rules, fine schedules, documents and other materials that Customer provides for use in the Services.

1.13 “Customer Site” means the public pages that the Services host for Customer at its Subdomain or a custom domain, including Citation lookup, payment and contest pages, pay-to-park pages reached by Location QR codes, and the parker portal.

1.14 “De-identified Data” means data that does not identify, and cannot reasonably be used to identify or be linked to, Customer, any Location, any Driver or any other individual, including aggregated statistics.

1.15 “Documentation” means the guides, help materials and in-app descriptions of the Services that Lotably makes available, as updated from time to time.

1.16 “Driver” means any driver, vehicle owner, registered owner, parker, permit holder, resident, guest or other member of the public whose vehicle is recorded in the Services or who uses a Customer Site.

1.17 “Driver Data” means Customer Data that relates to an identified or identifiable Driver, including licence plate numbers and the issuing province or state, vehicle descriptions, photos, the Location, date and time of an observation, Citation, warning, boot and tow records, payment, pass and permit records, dispute statements and evidence, and contact details such as names, email addresses and phone numbers.

1.18 “Fees” means the Monthly Fee, Additional Location Fees, Platform Fee and any other fees stated in the Order Summary.

1.19 “Gross Online Payments” means all amounts that Drivers and parkers pay through the Services, including payments for Citations, pay-by-plate bundles, boot fees, pay-to-park passes, monthly permit and parking subscriptions, and any other online payment, including any taxes or surcharges included in or added to the amount paid, measured before Stripe’s fees and before any refund or chargeback.

1.20 “Location” means a parking lot, garage, area or property that Customer adds to the Services.

1.21 “Lotably Parties” means Lotably, its affiliates, and their respective owners, members, managers, officers, employees, contractors and agents.

1.22 “Losses” means losses, damages, liabilities, judgments, awards, settlements, fines and penalties (to the extent the law allows them to be indemnified), costs and expenses, including reasonable legal fees and disbursements, expert fees and the reasonable cost of responding to subpoenas, investigations and records requests.

1.23 “Monthly Fee” means the recurring monthly fee for Customer’s Plan stated in the Order Summary, which includes the number of Active Locations stated there.

1.24 “Order Summary” means the order summary that the Services generate for Customer and that Customer accepts with this Agreement, attached as Exhibit A, as replaced by any updated Order Summary that Customer accepts under Section 9.8, and as amended by any confirmation of a move to a lower Plan under Section 9.8 or notice under Section 9.9.

1.25 “Plan” means the Free Plan or the Starter Plan described in Section 9.2, or any custom plan stated in the Order Summary.

1.26 “Platform Fee” means the fee stated in the Order Summary as a percentage of Gross Online Payments, which may differ by kind of payment and may have a maximum per Parking Session, as described in Section 9.4.

1.27 “Privacy Policy” means Lotably’s Privacy Policy published at https://app.lotably.com/legal/privacy.

1.28 “Property Authorization” has the meaning given in Section 7.1.

1.29 “Security Incident” means a breach of security that Lotably has confirmed and that has led to the accidental or unlawful destruction, loss or alteration of, or unauthorized disclosure of or access to, Customer Data in the control of Lotably or its Subprocessors, including any such breach that is a “breach of security safeguards” under PIPEDA (as defined in Section 12.3). Unsuccessful attempts and activities that do not compromise the security of Customer Data, such as pings, port scans and blocked log-in attempts, are not Security Incidents.

1.30 “Services” means Lotably’s hosted parking-management platform as made available to Customer under this Agreement, including the officer app, administrative tools, Customer Site, the features described in Section 4.1, the Documentation and any updates. The Services do not include Third-Party Services or hardware.

1.31 “Signup Letter” means a written authorization letter from a property owner or property manager that Customer uploaded when it signed up, under an earlier version of signup that asked for one. Signup no longer asks for a Signup Letter.

1.32 “Stripe” means Stripe, Inc. and its affiliates. “Stripe Account” means the Stripe account that Customer connects to the Services under Section 11.1.

1.33 “Subdomain” means the subdomain of lotably.com that Lotably assigns to Customer, such as yourname.lotably.com.

1.34 “Subprocessor” means a third party that Lotably engages to process Customer Data in providing the Services.

1.35 “Third-Party Services” means products, services, data and networks that Lotably does not provide, including Stripe, parking-session providers such as ParkingBoxx, Federal Motor Carrier Safety Administration (FMCSA) data, mobile networks, app stores, devices, printers and Customer’s domain registrar.

1.36 Interpretation. “Including” means “including without limitation.” “Written” and “in writing” include email. Headings are for convenience only. The singular includes the plural. A reference to a Section is to a section of this Agreement. No provision will be interpreted against a party because that party drafted it.

2. Agreement Structure and Acceptance

2.1 What this Agreement includes. This Agreement consists of the Order Summary (Exhibit A), these terms, the Acceptable Use Policy and, to the extent it describes how the Services work, the Documentation. The Privacy Policy describes how Lotably handles personal information for which it decides the purposes, such as Account Records. Section 12 governs Customer Data and controls over the Privacy Policy for Customer Data.

2.2 Order of precedence. If these documents conflict, they apply in this order: (a) the Order Summary, (b) these terms, (c) the Acceptable Use Policy, and (d) the Documentation. The Order Summary includes any amendment made under Section 9.8 or Section 9.9. However, no Order Summary reduces Customer’s obligations under Section 7 or Section 17.1 unless it expressly says so and refers to that Section. Terms in any purchase order, vendor registration, invoice portal or other Customer document have no effect, even if Lotably accepts or signs that document.

2.3 Electronic acceptance and records. Customer accepts this Agreement by having an authorized individual type their full name and title and tick the acceptance box in the app. When Customer does so, Lotably records the date and time, the IP address and browser information of the device used, the email address that Customer verified at signup, and a SHA-256 hash of the exact text of this Agreement and the Order Summary as shown. The parties agree that this record is Customer’s electronic signature, that it accurately shows what Customer accepted and when, and that it may be used as evidence. Customer will not dispute the validity or enforceability of this Agreement because it was accepted or signed electronically. Customer may download a copy of what it signed.

2.4 Authority and business use. The individual who accepts this Agreement represents that they are authorized to bind Customer. Customer represents that it is a business, public body or other organization acting for business or governmental purposes, not a consumer, and that the details about Customer in the Order Summary are accurate.

2.5 When Lotably is bound. This Agreement binds Customer from the Effective Date. It binds Lotably from the Activation Date, when Lotably’s countersignature is applied automatically under Section 3.3. Until then, Lotably’s only obligations are to handle Customer’s signup information as described in the Privacy Policy and to keep Customer’s Confidential Information confidential.

2.6 Canadian Locations; Quebec excluded. This version of the Agreement is for customers located in Canada whose Locations are in Canada. The Services and this Agreement are not available to customers located in Quebec or for Locations in Quebec. Customer represents that its head office and principal place of business are not in Quebec. Customer will not add a Location in Quebec, or a Location outside Canada, without Lotably’s written consent, which may require Customer to accept a different version of this Agreement. If Customer moves its head office or principal place of business to Quebec, or uses the Services for a Location in Quebec, Lotably may immediately suspend the affected Services or terminate this Agreement under Section 19.4.

3. Signup, Review and Activation

3.1 Signing up. To sign up, Customer must create an account and verify its email address, give accurate and complete information about its business, contacts and intended operations, choose the features it wants and accept this Agreement. Customer will keep this information up to date. When it accepts this Agreement, Customer also confirms, by ticking a box, that it has written authorization from the owner of every Location it will enforce using the Services, or from the owner’s manager, that it will get that authorization before adding any new Location, and that it is responsible for enforcing only where it is authorized. This confirmation is part of Customer’s promise in Section 7.1 and does not limit it (see Section 7.3).

3.2 Lotably’s review. Customer’s account does not need Lotably’s approval to activate. Lotably may still review Customer’s account at any time, before or after the Activation Date, including the information Customer gave at signup, Customer’s website and other available information, and may ask Customer for more information or documents, including copies of Property Authorizations under Section 7.4. After a review, Lotably may ask Customer to make changes, suspend all or part of the Services under Section 7.8 or Section 19.6, decline Customer’s account before the Activation Date under Section 3.5, or terminate this Agreement under Section 19.3 or Section 19.4. Lotably reviews accounts for its own purposes only. Its review, or the lack of one, is not a verification of Customer’s authority, licensing or legal compliance, and Customer may not rely on it (see Section 7.5).

3.3 Activation. Customer’s account activates by itself, without Lotably’s approval: (a) on the Free Plan, when Customer accepts this Agreement; and (b) on a Plan with a Monthly Fee, such as the Starter Plan, once Customer has also saved the card or other payment method that the Monthly Fee is charged to under Section 10.2. If Lotably asks Customer to make changes under Section 3.2 before then, the account activates when Lotably confirms that they have been made. The Activation Date is the date the account activates. At activation, Lotably’s electronic countersignature is applied automatically, and Lotably will notify Customer by email. Billing starts on the Activation Date as described in Section 10.1.

3.4 Set-up access before activation. Before the Activation Date, Customer may use the Services only to set up and test its account. Customer may not issue Citations, take payments from Drivers, publish the Customer Site, or post signs, QR codes or notices that direct Drivers to the Services until the Activation Date.

3.5 Declined, withdrawn or abandoned signups. Before the Activation Date, Lotably may decline Customer’s account by notice, in its sole discretion, for any lawful reason, without giving reasons and without liability to Customer, and Customer may withdraw by email. If Lotably declines Customer’s account or Customer withdraws, this Agreement ends at that time and no Fees are owed. Sections 1, 15, 21 and 22 survive. Lotably may delete information entered during a signup that is declined, withdrawn or not completed, as described in the Privacy Policy.

4. The Services

4.1 What the Services include. From the Activation Date, and subject to this Agreement, Customer’s Plan and the features turned on for Customer under Section 5.1, Lotably will make the Services available to Customer. The Services currently include:

• a handheld officer app for looking up licence plates, reading plates from photos, recording observations and photos, and issuing Citations and warnings, with optional booting and towing records;
• printing of Citations on Customer’s own compatible Bluetooth mobile printer;
• Customer Site pages where Drivers can look up and pay Citations online and submit disputes through a contest page;
• pay-to-park passes that Drivers buy by scanning a Location’s QR code;
• monthly parker management, a parker self-service portal, and recurring subscription billing through Customer’s Stripe Account;
• resident guest passes;
• property reports for people Customer designates for each Location;
• driver notice emails about Citations;
• USDOT carrier lookup using FMCSA data;
• AI-assisted tools, including a setup assistant that reads documents and website content Customer provides and drafts account settings, and an AI review that prepares a recommendation on a Driver’s dispute; and
• administrative, user-management, reporting and data-export tools.

4.2 Lotably is a technology provider only. Lotably provides software. Lotably is not Customer’s parking operator, property manager, enforcement agent, towing or booting company, vehicle storage facility, collection agency, debt collector, payment processor, bank or legal adviser. Lotably does not issue Citations, set rules, fines or fees, decide disputes, approve refunds, collect debts, tow or boot vehicles, or post signs. Those are Customer’s decisions and actions, even when the Services offer a default setting, template, sample or recommendation.

4.3 Changes to the Services. Lotably may update, add, change or remove features of the Services at any time. Lotably will not materially reduce the core functionality of Customer’s paid Plan, taken as a whole, during a Billing Period that Customer has paid for, except where reasonably necessary for security, legal compliance or a change by a Third-Party Service provider, or under Section 5.1. Beta, preview and early-access features are optional, are provided as is, and may be changed or withdrawn at any time.

4.4 Support. Lotably provides support by email at cody@lotably.com or through other channels Lotably publishes, during normal business hours in the Eastern time zone. Lotably will use commercially reasonable efforts to respond, but does not guarantee any response or resolution time. Onboarding help is limited to standard remote guidance unless Lotably agrees otherwise in writing.

4.5 Availability and maintenance. Lotably will use commercially reasonable efforts to make the Services available, but the Services are provided without any uptime commitment, service level agreement or service credits. Lotably may carry out maintenance from time to time. It will try to schedule planned maintenance at times of low use and to give advance notice of planned maintenance that it expects to cause significant downtime, but it may carry out emergency maintenance without notice. The Services depend on the internet, mobile networks, cloud providers, Stripe and other Third-Party Services, and may be interrupted when they fail. The Services are not designed to work offline or for emergency use. Customer should keep another way to issue notices and to deal with Drivers if the Services are unavailable.

4.6 Assistance tools, plate reading and AI. Plate recognition, plate lookup, permit and payment checks, prior-history displays, USDOT lookups, setup-assistant drafts, AI dispute recommendations and similar tools are aids only, and they can be wrong. In particular:

• before issuing a Citation, Customer’s Authorized User must personally verify the plate, the Location, the rule that applies, the supporting evidence and the amount; a missing permit or payment record does not by itself prove a violation;
• a person at Customer must decide each dispute; that person may consider an AI recommendation but must review the evidence and the Driver’s statement and must not simply adopt the recommendation; and
• Customer must review every setting that the setup assistant drafts, especially amounts, time periods and wording, before using it.

Content that Customer or a Driver submits to an AI tool is processed by Lotably’s AI Subprocessor as described in Section 12.12.

5. Features, Locations and Domains

5.1 Feature choices. Customer chooses the features it wants when it signs up. Booting and towing are turned off by default. Choosing booting or towing at signup is a request to turn it on, and it stays off, including after the Activation Date, until Lotably approves it. Turning on booting or towing, and any change to Customer’s features after the Activation Date, requires Lotably’s approval, which Lotably may give or withhold in its sole discretion and may make conditional on additional information, such as proof of licences, insurance, applicable local rules or a Property Authorization that covers the activity. Customer alone decides whether each feature, and the way Customer uses it, is lawful at each Location. Lotably may disable any feature for Customer, for a Location or for all customers at any time, including where Lotably believes the feature may be unlawful or unsafe in a particular place, and will give notice where practicable. The availability of a feature, Lotably’s approval of it, and any default setting, template, sample violation type or suggested wording are not legal advice and are not a statement that the feature or setting is lawful anywhere.

5.2 Locations. Customer may add Locations in the Services, subject to its Plan and to Section 7. On the Free Plan, no more than 2 Locations, or any higher number that Lotably sets for Customer’s account, may be active at the same time and Additional Locations are not available; to have a third Location active, Customer must upgrade to the Starter Plan under Section 9.8. On the Starter Plan, no more than 25 Locations may be active at the same time unless the Order Summary states otherwise; more require custom pricing under Section 9.3. Customer will describe each Location accurately, including its name and address, and will not combine properties with different owners into a single Location. Customer will deactivate a Location in the Services promptly when it stops enforcing there or when its Property Authorization for that Location ends.

5.3 Subdomain. Lotably assigns Customer a Subdomain. Customer has no ownership or other rights in any Subdomain or in the lotably.com domain beyond the right to use its Subdomain with the Services while this Agreement is in effect. Lotably may refuse, change or reclaim a Subdomain at any time if Lotably believes it is misleading (for example, because it suggests a government body, police department, court, parking authority or other public body, unless Customer is that body, or suggests another business), infringes or may infringe a trademark or other right, or otherwise breaches the Acceptable Use Policy, and in any case when this Agreement ends. Lotably will give reasonable notice of a change where practicable and may, where it considers it appropriate, redirect the old Subdomain for a transition period.

5.4 Custom domains. If Customer uses its own domain with the Services, Customer must own or control that domain and is responsible for its registration, renewal and DNS settings. Lotably may refuse or stop serving a custom domain on the same grounds as a Subdomain under Section 5.3.

5.5 Customer Site content. Customer is responsible for all content on its Customer Site and on its Citations, emails and signs, including names, branding, rules, amounts, notices, dispute instructions and policies. Customer will make its own contact details available to Drivers. The Customer Site may display links to Lotably’s Terms of Use and Privacy Policy and a notice that the Services are provided by Lotably, and Customer will not remove or obscure them where they appear.

6. Accounts, Authorized Users and Equipment

6.1 Authorized Users. Customer decides who may use the Services under its account and what each Authorized User may do. Customer is responsible for its Authorized Users, will ensure that they comply with this Agreement and the Acceptable Use Policy, and is liable for their acts and omissions as if they were its own. Customer will remove access promptly when an Authorized User leaves or no longer needs it.

6.2 Credentials and security. Each Authorized User must have their own log-in credentials and must not share them. Customer will keep credentials, devices and connected accounts secure, use the security features the Services offer, and notify Lotably promptly of any suspected unauthorized access. Customer is responsible for all activity under its account and for losses caused by compromised Customer credentials or devices, except to the extent caused by Lotably’s breach of this Agreement.

6.3 Account information. Customer will keep its account email, billing contact and notice email address current. Lotably may rely on the contact details in Customer’s account.

6.4 Customer equipment. Customer buys, owns and maintains all phones, tablets, mobile printers (such as the Brother RJ-4250WB, RJ-4255WB-L or RJ-3255WB-L), batteries, chargers, paper, mounts, networking and mobile service it uses with the Services. Hardware is not included in the Fees and is not sold or supplied by Lotably. Any list of compatible models or other hardware guidance is provided for convenience only and is not a warranty. Lotably is not responsible for hardware defects, availability, pricing, manufacturer support, or compatibility changes caused by operating-system or firmware updates. Customer will test printing, and any QR codes and payment links on printed Citations, on its own equipment before using it in the field, and will make sure its personnel use equipment safely.

7. Property Authorization and Assumption of Liability

This Section is fundamental to this Agreement. Lotably would not provide the Services without it.

7.1 Customer’s promise. Customer represents, warrants and covenants to Lotably that, for every Location, before Customer activates the Location, issues any Citation there or takes any payment for it, and for as long as Customer enforces parking or uses the Services there, Customer has and will keep current written authorization from the owner of the Location, or from a person with legal authority to grant that authorization on the owner’s behalf (such as the owner’s property manager or Customer’s client that controls the Location), to enforce parking at that Location on the terms Customer applies (a “Property Authorization”). Each Property Authorization must cover every activity Customer carries out at the Location and every amount it charges, including, as applicable, monitoring the Location, photographing vehicles and licence plates, posting signs, issuing Citations and warnings, setting and collecting fines, fees and parking charges, selling passes and permits, booting, towing and vehicle storage, and receiving payments from Drivers.

7.2 Keeping authorization current. Customer will confirm that each person who grants a Property Authorization has the authority to grant it, and will not rely on verbal permission or on permission from a person without that authority, such as a tenant acting without the owner’s consent. If a Property Authorization expires, is revoked, is disputed by a person who appears to have authority over the Location, or no longer covers an activity or amount that Customer applies, Customer will immediately stop the activity that is not covered and deactivate the Location or the affected features in the Services until it again has a valid Property Authorization.

7.3 No letter at signup; earlier Signup Letters. Customer does not need to upload a Property Authorization or any other letter to sign up, although Lotably may ask for copies of Property Authorizations at any time under Section 7.4. Any Signup Letter is kept as an Account Record and is used only for Lotably’s own review of Customer’s account. Neither Customer’s confirmation under Section 3.1 nor any Signup Letter satisfies, limits or replaces Customer’s obligations under this Section 7 for any Location, including any Location a Signup Letter refers to.

7.4 Records and copies. Customer will keep a copy of each Property Authorization, together with any amendments, renewals and revocations, for as long as this Agreement is in effect and for 3 years after it ends, and will give Lotably a copy of any of them within 5 business days after Lotably asks. Lotably may use these copies to assess Customer’s compliance, respond to complaints and claims, and protect its rights, and may disclose them to its legal advisers and insurers and where reasonably necessary to respond to a claim, complaint, legal process, or a request from Stripe or a government authority.

7.5 No verification by Lotably. Lotably does not verify, and has no duty to verify, Customer’s authority over any Location, the identity or authority of any person who grants a Property Authorization, or whether a Property Authorization covers Customer’s activities. Lotably’s review of any Signup Letter or of Customer’s account, the activation of Customer’s account and Lotably’s countersignature, its approval of Customer’s account or of any feature (including booting or towing), its acceptance of any Location, and its silence are not representations, warranties, confirmations or endorsements of Customer’s authority or of the lawfulness of Customer’s activities. Customer will not state or suggest otherwise to anyone.

7.6 Customer assumes all liability and risk. As between Customer and the Lotably Parties, Customer assumes all liability and risk arising from any use of the Services at, and any enforcement of, any Location that is not Customer’s to enforce or manage, or for which Customer’s Property Authorization is missing, invalid, insufficient, exceeded, expired, revoked or disputed. This includes all liability and risk for Citations issued, amounts collected, boots, tows, vehicle storage, signs, notices, communications and Driver Data collected at or about that Location, and for all claims by Drivers, vehicle owners, property owners, landlords, tenants, residents, property managers, condominium corporations, homeowners’ associations, towing companies, governments, regulators, Stripe, card networks and anyone else.

7.7 Defence and indemnity. Customer will defend, indemnify and hold harmless the Lotably Parties from and against all claims, demands, suits, investigations and proceedings by any third party, including any government authority, and all resulting Losses, arising out of or relating to (a) any breach or alleged breach of this Section 7, or (b) any matter described in Section 7.6. Customer’s obligations under this Section 7.7 are not subject to any limitation or exclusion of liability in this Agreement, including Section 18; apply whether or not Lotably reviewed any Signup Letter or Customer’s account, approved or activated Customer’s account, or accepted a Location or feature; and apply in every case except to the extent a court of competent jurisdiction finally determines that the Losses were caused by Lotably’s fraud or wilful misconduct. The procedure in Section 17.3 applies.

7.8 Suspension. Lotably may immediately suspend any Location, any feature, the Customer Site or Customer’s whole account, without liability, if Lotably reasonably suspects that a Property Authorization is missing, insufficient, lapsed or disputed, if a person who appears to own or manage a Location complains about Customer’s activities there, or if Customer does not provide a copy under Section 7.4 on time. Lotably will tell Customer about the suspension and will lift it once Lotably is reasonably satisfied that the issue is resolved. Lotably may tell a person who credibly claims to own or manage the Location that the Location has been suspended in the Services and that they should contact Customer. Fees continue to accrue during the suspension.

7.9 Survival. This Section 7 survives the end of this Agreement for as long as any claim to which it relates may be brought.

8. Customer’s Enforcement Program and Legal Compliance

8.1 Customer controls its program. Customer alone decides, and is responsible for, its parking rules, permit eligibility, enforcement hours, grace periods, warnings, Citation types and amounts, late fees and escalation, boot and tow decisions, notice wording, dispute procedures and decisions, refunds, and how it treats Drivers. Lotably may rely on Customer’s configuration and instructions without checking them.

8.2 Customer is responsible for legal compliance. Customer is solely responsible for making sure that its enforcement program and its use of the Services comply with Applicable Law at every Location, including laws about:

• signs and other conditions that must be met before parking rules can be enforced, including the content, size, placement and posting of signs;
• limits on fines, fees, late fees, boot-removal fees, towing and storage charges, and on how they may be imposed or increased;
• notices for Citations, boots and tows, including required content, timing, method of delivery and notice to police or vehicle owners;
• booting and towing, including any ban on private booting or towing, municipal by-laws, provincial towing and vehicle storage laws such as Ontario’s Towing and Storage Safety and Enforcement Act, 2021, required licences, certificates and permits, rate caps and vehicle release requirements;
• consumer protection, unfair practices, and subscription and renewal rules for monthly parkers;
• debt collection and credit reporting; Lotably is not a collection agency or debt collector, and Customer is responsible for complying with provincial collection agency and debt collection laws, such as Ontario’s Collection and Debt Settlement Services Act, to the extent they apply to Customer or its agents;
• privacy and the protection of personal information, as described in Section 12;
• vehicle registry information and the collection of licence plate information, as described in Sections 12.7 and 12.8;
• commercial electronic messages, text messages and email, as described in Section 12.9;
• access to information, protection of privacy, records retention and procurement, if Customer is a public body, as described in Section 8.7;
• accessible parking, accessibility and human rights;
• business licences, permits and taxes, including any parking tax on Customer’s own sales; and
• any right of Drivers to dispute, contest or appeal a Citation, and handling disputes fairly.

8.3 No legal advice. Lotably does not give legal advice. Nothing Lotably provides, including feature availability, default settings, templates, sample violation types, AI drafts and recommendations, the Documentation and support responses, is legal advice. Customer should obtain its own legal advice about its enforcement program.

8.4 No government impersonation or misleading notices. Customer will not state or suggest that it or Lotably is a government agency, police department, court, parking authority or other public body, or that a Citation is a government fine, court order or police action, unless Customer is that public body and is lawfully acting as one. Customer will use the name or logo of a property owner, client or other third party only with that person’s permission.

8.5 Accuracy of enforcement decisions. Customer is responsible for the accuracy of every Citation, boot, tow and other enforcement action, and will follow Section 4.6 before taking one.

8.6 Driver inquiries and disputes. Customer will give Drivers a working way to contact it, will respond to Driver inquiries, complaints and disputes promptly and fairly, will honour any legal right of Drivers to dispute or appeal, and will make refunds when its own decisions or the law require them. If Customer turns off the contest page, it must provide another way for Drivers to dispute Citations and tell them about it, for example on its Citations. Lotably may refer Driver inquiries, complaints and requests to Customer, and may tell Drivers that Customer, not Lotably, issued the Citation and decides disputes and refunds.

8.7 Public-body Customers. If Customer is a municipality, public university or college, hospital or other public body, Customer is responsible for complying with the access to information, protection of privacy, records retention and procurement laws that apply to it, such as Ontario’s Municipal Freedom of Information and Protection of Privacy Act (MFIPPA) or Freedom of Information and Protection of Privacy Act (FIPPA) and similar laws in other provinces and territories. Lotably will give reasonable assistance in retrieving records in Lotably’s control that Customer needs to respond to an access request. Some public-sector laws restrict storing or accessing personal information outside Canada, for example Nova Scotia’s Personal Information International Disclosure Protection Act. Customer is responsible for confirming that it may lawfully use the Services with Customer Data stored and processed in the United States, and will not use the Services if it may not. Where the law allows, Customer will tell Lotably before disclosing Lotably’s Confidential Information in response to an access request, so that Lotably can seek to protect it. If a law that applies to Customer as a public body prevents it from agreeing to a provision of this Agreement, that provision applies to the greatest extent that law permits.

8.8 Personnel, contractors and insurance. Customer is responsible for hiring, training, supervising, licensing and the conduct of its Authorized Users and of any towing, booting or other contractors it uses, for the safety of its personnel and the public, and for carrying insurance appropriate to its operations and any insurance required by law or by its agreements with property owners. Lotably does not supervise or direct Customer’s field operations.

9. Plans and Fees

9.1 Order Summary. Customer’s Plan, Fees, included Active Locations, Platform Fee and any custom pricing are stated in the Order Summary.

9.2 Published Plans. Unless Customer’s Order Summary states otherwise, Lotably’s published Plans are:

• Free Plan. No Monthly Fee. A Platform Fee of 12% of Gross Online Payments, but no more than CA$0.35 on each Parking Session (Section 9.4). Up to 2 Active Locations at a time. Additional Locations are not available; to activate a third Location, Customer must upgrade to the Starter Plan.
• Starter Plan. A Monthly Fee of CA$99 per month, which includes 2 Active Locations. An Additional Location Fee of CA$39 per month for each Additional Location, which is waived while Customer takes payments through the Services as described in Section 9.10. Up to 25 Active Locations at a time; more are available only with custom pricing under Section 9.3. A Platform Fee of 5% of Gross Online Payments, but no more than CA$0.25 on each Parking Session (Section 9.4).

9.3 Custom pricing. Lotably may agree custom pricing with Customer, such as a discounted Additional Location Fee, in an Order Summary. Custom pricing applies only as stated in the Order Summary.

9.4 Platform Fee. Customer will pay the Platform Fee on all Gross Online Payments, at the percentage the Order Summary states for each kind of payment: (a) Citations, including pay-by-plate bundles and boot and tow fees; (b) “Parking Sessions”, meaning pay-to-park passes that Drivers buy through the Services for a set length of time of 31 days or less, the rest of a day, until a set time, or an event; and (c) “Monthly Parking”, meaning monthly permit and parking subscriptions, pay-to-park passes sold for a set length of time longer than 31 days, and pay-to-park passes that are valid through a fixed date, such as term or semester permits. Where the Order Summary states one percentage, it applies to every kind of payment. Where the Order Summary states a maximum Platform Fee per Parking Session, the Platform Fee on each Parking Session is the stated percentage of that payment or that maximum, whichever is less. The Platform Fee on each online payment is calculated on the gross amount of that payment, excluding any Driver Service Fee under Section 9.11, and is deducted automatically, as a Stripe application fee, when the payment is made, in the currency of the payment. Customer authorizes Lotably and Stripe to deduct the Platform Fee in this way, including on each recurring subscription payment. The Platform Fee is a fee for the use of the Services. It is not a collection fee and does not make Lotably a partner in Customer’s business. No Platform Fee applies to cash, cheques or other payments that Customer receives outside the Services, although Section 9.9 applies to them on the Free Plan and Section 9.10 applies to them on the Starter Plan.

9.5 Refunds and chargebacks. When Customer refunds all or part of an online payment, or loses a chargeback or other payment dispute, Lotably will automatically return the matching share of the Platform Fee on that payment, in proportion to the amount refunded or lost. The share returned is the total amount refunded or lost on that payment so far, divided by the amount of the payment, multiplied by the Platform Fee on that payment, rounded down to the smallest unit of the currency, less any share already returned. This applies whether the refund is made in the Services or directly in Customer’s Stripe Account. No Platform Fee is returned on a dispute that Customer wins, and Stripe’s own fees, including dispute fees, are a matter between Customer and Stripe. If an automatic return does not happen, Lotably will make it after Customer asks and provides reasonable details.

9.6 Additional Locations and proration. On any Plan with an Additional Location Fee, that fee applies to each Additional Location, and Additional Locations are counted by the number of Locations active at the same time. Additional Location Fees are charged in advance at the start of each Billing Period for the Additional Locations active at that time. If an Additional Location becomes active part-way through a Billing Period, Customer is charged for the rest of that Billing Period, in proportion to the time remaining from when it becomes active, as Stripe calculates it, on Customer’s next invoice. If an Additional Location is deactivated part-way through a Billing Period, Customer receives a credit for the rest of that Billing Period, in proportion to the time remaining from when it is deactivated, as Stripe calculates it, on Customer’s next invoice. If a waiver of Additional Location Fees under Section 9.10 begins or ends part-way through a Billing Period, the Additional Location Fees for the rest of that Billing Period are credited or charged in the same way. Credits are applied against later charges and are not paid out in cash, including when this Agreement ends.

9.7 Fee increases. Lotably will give Customer at least 60 days’ written notice before any increase in the Monthly Fee, the Additional Location Fee or the Platform Fee, including any custom pricing. Customer may cancel this Agreement under Section 19.2 by giving notice before the increase takes effect, and the increase will then not apply to Customer before the cancellation takes effect. Otherwise, the increase applies from the date stated in the notice. Lotably may reduce Fees at any time.

9.8 Upgrades and Plan changes. Customer upgrades its Plan (for example, from the Free Plan to the Starter Plan) or agrees custom pricing by accepting an updated Order Summary in the app. On a Plan with an Additional Location Fee, Customer adds an Additional Location by activating a Location in the Services, and Section 9.6 applies without an updated Order Summary. An updated Order Summary takes effect when Customer accepts it or, if it requires Lotably’s approval, when Lotably approves it, and from then on it replaces the previous Order Summary. Unless the updated Order Summary states otherwise, when Customer moves from the Free Plan to the Starter Plan, the first Monthly Fee is charged on the day the change takes effect, a new Billing Period begins on that day, and the new Platform Fee applies to payments made after the change takes effect. Customer may ask by email (or in the app, where available) to move to a lower Plan. The change takes effect at the end of the then-current Billing Period, provided Customer’s account then meets the limits of the lower Plan, such as having no more than 2 Active Locations on the Free Plan. Lotably will confirm the change by email or by an updated Order Summary, and the confirmation amends the Order Summary from the end of that Billing Period.

9.9 Payments outside the Services on the Free Plan. The Free Plan has no Monthly Fee because Lotably is paid through the Platform Fee on Gross Online Payments. While Customer is on the Free Plan, Customer will have Drivers make every payment for Citations (including boot and tow fees, where Customer uses booting or towing), pay-to-park passes, permits and monthly parking at its Locations (“Parking Payments”) through the Services’ online payments, and will accept a Parking Payment in cash, by cheque, by card in person, through another payment service, parking app or billing system, or in any other way outside the Services (an “Off-Platform Payment”) only occasionally, such as when a Driver cannot reasonably pay online. Customer will record each Off-Platform Payment in the Services, for example by marking the Citation paid, entering the parking session or recording the monthly parker’s account. Lotably may review Off-Platform Payments and contact Customer about them. If Lotably reasonably decides that Customer is accepting Off-Platform Payments other than occasionally, Lotably may, by notice to Customer: (a) move Customer to the Starter Plan, on the terms in Section 9.2 and without a new Order Summary, from the date stated in the notice, which may be the date of the notice; or (b) treat it as a material breach and suspend the Services under Section 19.6 or terminate this Agreement under Section 19.4. If Lotably moves Customer under (a), then from the date stated in the notice a new Billing Period begins, the Starter Plan’s Monthly Fee is charged to the payment method on file or, if there is none, to the payment method Customer must then add under Section 10.2, Additional Location Fees apply to any Additional Locations and are not waived under Section 9.10 until Lotably restores the waiver by notice, and the Starter Plan’s Platform Fee applies to payments made after that date. The notice amends the Order Summary from that date, despite Sections 2.2 and 20.3. Section 9.7 does not apply to this change, and Customer may cancel under Section 19.2 at any time. Customer may later ask to return to the Free Plan; Lotably may agree or decline in its reasonable discretion, and if it agrees, Section 9.8 applies.

9.10 Additional Location Fee waiver on the Starter Plan. On the Starter Plan, the Additional Location Fee is waived while Customer’s Stripe Account is connected to the Services under Section 11.1 and able to accept payments, unless Lotably has given notice under this Section. The waiver stops while Customer’s Stripe Account is not connected or not able to accept payments, and starts again when it is. The waiver is given because Lotably is paid through the Platform Fee when Drivers pay through the Services, so it assumes that Customer has Drivers make Parking Payments (as defined in Section 9.9) through the Services’ online payments and accepts Off-Platform Payments (as defined in Section 9.9) only occasionally, and Customer will record each Off-Platform Payment in the Services. Lotably may review Off-Platform Payments and contact Customer about them. If Lotably reasonably decides that Customer is accepting Off-Platform Payments other than occasionally, Lotably may, by notice to Customer, end the waiver from the date stated in the notice, which may be the date of the notice, and may restore it by notice at any time. Ending the waiver under this Section is not a Fee increase under Section 9.7, and Customer may cancel under Section 19.2 at any time.

9.11 Driver Service Fee. Unless Lotably enables a Driver Service Fee for Customer, the price Customer sets for a Parking Session is the whole price the Driver pays through the Services. At Customer’s request, Lotably may enable a flat fee that Drivers pay on top of the price of each Parking Session, in an amount Customer chooses within the range the Services allow (a “Driver Service Fee”). The Driver Service Fee is part of the price Customer charges its Drivers: it is paid to Customer’s Stripe Account with the rest of the payment, it belongs to Customer, and no Platform Fee is charged on it. It does not apply to Citations or Monthly Parking. The Services show the Driver Service Fee and the total price to Drivers before they pay, and a refund of a Parking Session made through the Services includes it. Customer is responsible for deciding to charge a Driver Service Fee and for its compliance with Applicable Law and card network rules, including any requirement to include it in the prices Customer posts on signs, websites or elsewhere. Lotably may decline to enable a Driver Service Fee, or may turn it off by notice to Customer, including where Lotably believes it may not comply with Applicable Law or card network rules. Turning it off is not a Fee increase under Section 9.7.

10. Billing, Payment and Taxes

10.1 Billing starts on the Activation Date. If Customer’s Plan has a Monthly Fee, the first Monthly Fee is charged on the Activation Date to the payment method on file, which Customer must save for its account to activate (Section 3.3). After that, the Monthly Fee and any Additional Location Fees are charged monthly in advance at the start of each Billing Period, which falls on the same day each month, automatically through Stripe. Prorated charges and credits under Section 9.6 appear on these invoices.

10.2 Payment method and authorization. Customer will keep a valid card, or another payment method that Lotably accepts, on file for any Plan with a Monthly Fee or other recurring charge. Lotably may also ask a Customer on the Free Plan to add a payment method, for example to recover amounts owed under Section 11.6. Customer authorizes Lotably, through Stripe, to charge that payment method automatically for all Fees, taxes and other amounts due under this Agreement when they are due, as recurring charges, until Customer cancels and all amounts are paid. If Customer pays by pre-authorized debit from a bank account, Customer will also accept any pre-authorized debit agreement that Stripe or Lotably presents. Customer may update its payment method through the billing link or settings Lotably provides. If Lotably agrees to invoice Customer instead, each invoice is due within 14 days after its date unless the Order Summary states otherwise.

10.3 Failed payments and suspension. If a charge fails, Stripe will retry it and may email Customer, and Customer will promptly update its payment method. If any amount remains unpaid 14 days after its due date, Lotably may suspend the Services, including the Customer Site and payment pages, until all overdue amounts are paid, and Lotably will restore the Services promptly after payment. Fees continue to accrue during a suspension for non-payment, and Lotably may also terminate under Section 19.4. Lotably does not charge interest on late amounts unless an Order Summary states an interest rate. Any such rate will be expressed as a yearly rate as well as any monthly rate (for example, 1.5% per month, not compounded, which is equal to 18% per year), as the Interest Act (Canada) requires, and will not exceed the highest rate the law allows.

10.4 Billing disputes. Customer must raise any dispute about a charge by email within 60 days after the charge, or the charge is final. The parties will work in good faith to resolve the dispute. Customer will not start a chargeback or payment reversal for Fees without first raising the issue with Lotably. Amounts not in dispute remain payable when due.

10.5 No refunds. Except as expressly stated in Sections 9.5, 9.6, 16.3, 17.2, 19.3, 19.5 and 19.7, all Fees are non-refundable, including for any partial month after cancellation.

10.6 Currency. The Monthly Fee, Additional Location Fees and other fixed Fees are stated and charged in Canadian dollars. The Platform Fee is a percentage and is calculated and deducted in the currency of each payment, which is generally Canadian dollars, and any maximum per Parking Session applies as the same amount in that currency. Customer is responsible for any currency conversion or foreign transaction fees charged by its bank or card issuer, and Section 10.8 applies to Stripe’s.

10.7 Taxes. Fees do not include taxes. Customer will pay all goods and services tax and harmonized sales tax (GST/HST), provincial sales and retail sales taxes (PST) and similar taxes, duties and charges that apply to the Fees or the Services, other than taxes on Lotably’s net income, property or employees. Where Lotably is registered for, or required to collect, a tax, it will add the tax to the amount charged. Where Lotably does not collect a tax, Customer will self-assess and remit it where the law requires or allows. If Customer is registered for GST/HST or a provincial sales tax, it will give Lotably its registration numbers when Lotably asks, and will keep them current. Customer will give Lotably any exemption certificate it relies on, which will apply from when Lotably receives it. If the law requires Customer to withhold any tax from a payment to Lotably, Customer will increase the payment so that Lotably receives the full amount it would have received without the withholding. Customer is solely responsible for taxes on its own sales to Drivers.

10.8 Stripe and other third-party charges. Stripe’s processing, dispute, payout, currency conversion and other fees on Customer’s Stripe Account are separate from the Fees, are charged by Stripe directly, and are Customer’s responsibility. The same applies to the charges of any other Third-Party Service that Customer uses.

11. Payments Through Stripe

11.1 Customer’s own Stripe Account. To accept online payments through the Services, Customer must connect its own Stripe Account to the Services through Stripe Connect as a Standard account, complete Stripe’s onboarding and identity verification, and keep the account in good standing. Customer will describe its business accurately to Stripe and obtain any approvals Stripe requires. Customer’s use of Stripe is governed by Customer’s own agreements with Stripe, to which Lotably is not a party. Lotably does not control Stripe’s underwriting, pricing, reserves, holds, payouts or account decisions. Customer authorizes Stripe to share with Lotably information about Customer’s Stripe Account, such as its verification status and transactions, as needed to provide the Services.

11.2 Customer is the merchant of record. Online payments by Drivers are made as direct charges on Customer’s Stripe Account. Customer is the merchant of record and seller for every payment, Drivers pay Customer, the money is paid directly into Customer’s Stripe Account, and Customer pays Stripe’s fees. Customer is responsible for the amounts it charges and how they are described, statement descriptors, receipts, refunds, disputes and chargebacks, fraud monitoring, negative balances and reserves, taxes on its sales, customer service, and compliance with Stripe’s terms, card network and payment method rules, and laws about payments, surcharges and convenience fees.

11.3 Lotably does not handle Driver funds. Except for the Platform Fee deducted as an application fee, Lotably does not receive, hold, control or transmit payments made by Drivers. Lotably is not a bank, escrow agent, fiduciary, money transmitter or payment facilitator for Customer. Stripe and the financial institutions involved decide when funds settle and are available.

11.4 Card data. Card and bank details are entered into payment fields hosted by Stripe and are collected and stored by Stripe. Lotably never receives or stores full card numbers or card security codes. Customer will not ask for, record or enter card numbers or security codes anywhere else in the Services, such as in notes, dispute fields or photos.

11.5 Payment features may be limited. Lotably may disable or limit payment features for Customer or a Location if Stripe requires it, if Customer’s Stripe Account is restricted or disconnected, or under Section 19.6. If Customer’s Stripe Account is not connected, the Customer Site cannot take payments, and Fees remain payable.

11.6 Reimbursement. Customer will reimburse Lotably for any amount that Stripe or a card network charges to or recovers from Lotably in connection with Customer’s Stripe Account or transactions, such as negative balances, refund or chargeback amounts, fines and assessments, except to the extent caused by Lotably’s breach of this Agreement. Lotably may charge these amounts to Customer’s payment method on file.

11.7 Monthly parker subscriptions. Monthly permit and parking subscriptions are created on Customer’s Stripe Account. Customer sets their prices and their renewal, cancellation and refund terms, and is responsible for the disclosures, consents and cancellation rights required by automatic-renewal, subscription and consumer protection laws.

12. Customer Data, Privacy and Security

12.1 Ownership. As between the parties, Customer owns Customer Data. Lotably obtains no rights in Customer Data except as stated in this Agreement.

12.2 How Lotably may use Customer Data. Customer grants Lotably a non-exclusive, worldwide, royalty-free right to host, copy, store, transmit, display, analyze and otherwise process Customer Data, during this Agreement and afterwards for as long as Section 12.15 allows, only to: (a) provide, maintain, support and secure the Services for Customer; (b) detect and prevent fraud, abuse and security incidents; (c) improve the Services, provided Lotably does not use Driver Data to build profiles of individuals or to perform services for anyone other than Customer; (d) create De-identified Data under Section 12.16; (e) enforce this Agreement; and (f) comply with law. Lotably will not sell Customer Data or use Driver Data for advertising or marketing.

12.3 Lotably’s role. For Driver Data and other personal information in Customer Data, Customer is the organization in control of the information and remains accountable for it, and Lotably is a third-party service provider that processes it on Customer’s behalf, within the meaning of Principle 4.1.3 of Schedule 1 to the Personal Information Protection and Electronic Documents Act (Canada) (“PIPEDA”) and comparable provisions of other privacy laws. Customer’s instructions to Lotably are this Agreement, Customer’s configuration and use of the Services, and any other written instructions that Lotably agrees to. Lotably will tell Customer if it becomes aware that, in its opinion, an instruction violates Applicable Law. For Account Records and for personal information about Customer’s Authorized Users and contacts that Lotably uses for its own purposes, such as account administration, security, billing and business communications, Lotably acts as an independent organization, as described in the Privacy Policy.

12.4 Canadian privacy laws. Customer transfers personal information to Lotably only for processing for the purposes described in Section 12.2. To provide a level of protection comparable to the protection that Customer must give that personal information under PIPEDA and other applicable Canadian privacy laws, Lotably will:

• use and disclose the personal information only to provide the Services to Customer and for the other purposes described in Section 12.2, which Customer authorizes, and for no other purpose;
• protect it with security safeguards appropriate to its sensitivity, as described in Section 12.10;
• make sure that each person who processes it is subject to a duty of confidentiality;
• not disclose it to anyone except Subprocessors, Third-Party Services that Customer enables under Section 12.13, persons permitted by Section 15.2, as permitted by Section 12.6, or as required by law;
• engage Subprocessors only under a written contract that requires them to provide comparable protection;
• give Customer reasonable assistance, taking into account the nature of the processing and the information available to Lotably, to respond to requests from individuals for access to or correction of their personal information, and to complaints, in time for Customer to meet its legal deadlines;
• notify Customer of Security Incidents under Section 12.11;
• on Customer’s reasonable written request, and no more than once a year unless the law requires more or after a Security Incident, make available information reasonably necessary to show its compliance with this Section 12, such as answers to a reasonable security questionnaire;
• delete or return the personal information when Customer directs, and in any case at the end of the retention period, under Section 12.15, unless the law requires it to be kept; and
• notify Customer if Lotably determines that it can no longer meet its obligations under this Section 12.

Customer is responsible for deciding which privacy laws apply to its activities, such as PIPEDA, the Personal Information Protection Act (Alberta) or the Personal Information Protection Act (British Columbia) where those laws apply in place of PIPEDA, or the public-sector laws described in Section 8.7, and for meeting the obligations those laws place on it.

12.5 Customer’s privacy responsibilities. Customer is responsible for identifying the purposes for which it collects Driver Data and limiting them to purposes that a reasonable person would consider appropriate in the circumstances; for obtaining any consent required, in the form the law requires; for giving Drivers every notice required by law, for example by signs, on Citations and on its Customer Site, including notice that Driver Data is processed by service providers such as Lotably outside Canada, as described in Section 12.14; for setting lawful retention practices; and for responding to Drivers’ requests for access and correction and to their complaints. Customer will not submit sensitive personal information, such as social insurance numbers, driver’s licence numbers, other government identification numbers, financial account numbers or health information, unless it is necessary for Customer’s lawful enforcement purposes. Customer represents that it has the right to provide Customer Data to Lotably and that Lotably’s processing of it under this Agreement will not violate Applicable Law or anyone’s rights.

12.6 Driver requests and legal process. If Lotably receives a request from a Driver about Driver Data, Lotably will refer the Driver to Customer or forward the request to Customer, and will not respond itself except to explain that Customer is responsible or as the law requires. Lotably will give Customer reasonable help, using the Services’ tools, to respond. If Lotably receives a subpoena, court order, warrant or other government demand for Customer Data, Lotably will, unless the law prohibits it, try to redirect the demand to Customer, notify Customer promptly so that Customer can seek to protect the data, and disclose only what it is legally required to disclose.

12.7 Vehicle registry information. The Services do not currently obtain registered-owner information from any provincial, territorial or state vehicle registry. If Customer obtains personal information from a vehicle registry, whether directly or through a third party (for example, under an authorized requester agreement with a provincial ministry, or from a United States registry), Customer represents and warrants that it will obtain and use that information only as permitted by the laws and agreements that govern that registry, including any limits on purpose, redisclosure and retention, and, for United States records, the Driver’s Privacy Protection Act (18 U.S.C. § 2721 et seq.). Customer will enter that information into the Services only as those laws and agreements permit, and is solely responsible for its compliance with them.

12.8 Licence plate information. The Services can read licence plates from photos taken by Authorized Users and store plate numbers together with photos, times and Locations. This information can be personal information under Canadian privacy laws, and privacy commissioners have commented on the use of licence plate recognition technology. Customer is responsible for collecting this information only for purposes that a reasonable person would consider appropriate in the circumstances, such as enforcing parking rules at an authorized Location; for telling Drivers about the collection, for example on signs; for limiting its use, disclosure and retention to those purposes; and for complying with any law or regulatory guidance that applies to its use of the technology. Lotably will provide reasonable information about how the Services work that Customer needs to describe its practices.

12.9 Messages to Drivers. The Services can send emails, such as Citation notices, overdue reminders, receipts, dispute updates and parker portal sign-in links, and, where enabled, text messages, such as receipts sent to a phone number that a Driver provides. These messages are sent on Customer’s behalf, at Customer’s direction and in Customer’s name. Customer is responsible for having the right to send them and for complying with Canada’s Anti-Spam Legislation (CASL) and the Unsolicited Telecommunications Rules of the Canadian Radio-television and Telecommunications Commission, including obtaining any consent that CASL requires for commercial electronic messages and including any identification and unsubscribe information that it requires. The parties expect that Citation notices, receipts and similar messages about a Driver’s own Citation, payment, pass or subscription are transactional, but Customer is responsible for deciding how CASL applies to the messages it sends. Customer will not use the Services to send marketing messages. If Customer may not lawfully contact Drivers electronically at a Location, Customer will ask Lotably to turn off driver notice emails for that Location. Lotably and its messaging providers may stop or refuse to deliver messages to protect the Services or comply with law.

12.10 Security. Lotably will maintain reasonable administrative, technical and physical safeguards appropriate to the nature of the Services and Customer Data, designed to protect Customer Data against unauthorized access, disclosure, loss and alteration. These include encryption of data in transit and encryption at rest provided by Lotably’s hosting and database providers, access controls that limit access by Lotably personnel to those who need it, logging of administrative access to customer accounts, and requiring Subprocessors to maintain appropriate security. Lotably personnel who can access Customer Data are bound by confidentiality obligations. No system is completely secure, and Lotably does not guarantee that Customer Data will never be accessed without authorization.

12.11 Security Incidents. Lotably will notify Customer without undue delay, and will aim to do so within 72 hours, after confirming a Security Incident, so that Customer can meet its own obligations. These include Customer’s obligations under section 10.1 of PIPEDA and the Breach of Security Safeguards Regulations (to determine whether a breach creates a real risk of significant harm, report it to the Office of the Privacy Commissioner of Canada, notify affected individuals and organizations, and keep a record of every breach of security safeguards for 24 months) and any duty under the Personal Information Protection Act (Alberta) to notify the Information and Privacy Commissioner of Alberta. The notice will go to Customer’s notice email address under Section 22.1 and its account email, and will describe, to the extent then known, the nature and timing of the Security Incident, the personal information and the approximate number of individuals affected, its likely consequences and the risk of harm, the measures taken or proposed, and a contact for more information. Lotably will add to the notice as more information becomes available, take reasonable steps to contain, investigate and reduce the effects of the Security Incident, keep its own record of it, give Customer the information Customer reasonably needs for its breach records and reports, and reasonably cooperate with Customer’s efforts to meet its obligations. Customer is responsible for reporting to regulators and notifying individuals and organizations where the law requires Customer to do so, and Lotably will not notify Drivers directly about a Security Incident affecting Customer Data without Customer’s agreement unless the law requires it. Lotably’s notice of a Security Incident is not an admission of fault or liability.

12.12 Subprocessors. Customer authorizes Lotably to use Subprocessors. The current Subprocessors are listed in the Privacy Policy and are:

• Vercel, for application hosting, in the United States;
• Neon, for database hosting, in the United States;
• Stripe, for payment processing and the identity verification of connected accounts (Stripe also provides payment services directly to Customer under Customer’s own agreement with Stripe);
• Resend, for transactional email;
• Twilio, for text messages, only where enabled;
• Sentry, for error monitoring, with session replay turned off;
• Cloudinary, for storing and delivering images such as logos and photos;
• OpenAI, for AI features, namely the setup assistant that reads the documents and website content Customer provides and the AI review of Driver disputes;
• Plate Recognizer, for reading licence plates from photos; and
• Upstash, for rate limiting that protects the Services, which processes IP addresses.

Lotably will have a written agreement with each Subprocessor with data protection obligations appropriate to the services it provides, and remains responsible for each Subprocessor’s performance of Lotably’s obligations under this Agreement. Lotably will give notice of any new Subprocessor by updating the list in the Privacy Policy and by notifying Customer by email or in the Services at least 15 days before the new Subprocessor begins processing Customer Data, or as soon as practicable if the change is urgently needed for security or continuity of the Services. Customer may object on reasonable data protection grounds during that period, and the parties will discuss the objection in good faith. If they cannot resolve it, Customer’s remedy is to cancel this Agreement under Section 19.2.

12.13 Optional integrations. Optional integrations that Customer chooses to enable, such as ParkingBoxx and other parking-session providers, and FMCSA data for USDOT lookups, are Third-Party Services and not Lotably’s Subprocessors. By enabling an integration, Customer instructs Lotably to exchange the relevant data with that provider. Customer is responsible for its relationship and any agreement with the provider. FMCSA data comes from a United States government source, may be inaccurate or out of date, and must be checked before Customer relies on it.

12.14 Where data is stored; cross-border processing. Lotably hosts Customer Data in the United States, and Subprocessors may process it in the United States and in other countries where they or their own subprocessors operate. While it is outside Canada, Customer Data is subject to the laws of those countries and may be accessible to their courts, law enforcement and national security authorities under those laws. Customer is responsible for telling individuals about this, as Canadian privacy guidance expects, and for giving any notice required where the Personal Information Protection Act (Alberta) applies to Customer’s use of a service provider outside Canada. Lotably will give Customer the information it reasonably needs to do so, such as the countries involved and how individuals can obtain information about Lotably’s practices.

12.15 Export, retention and deletion. While this Agreement is in effect, Customer may export Customer Data using the export tools in the Services. After this Agreement ends, Lotably will keep Customer Data for 7 years, so that the records stay available for later disputes, refunds, chargebacks, audits, legal claims and requests from Drivers or authorities, and will then delete it. During those 7 years, Customer Data remains protected by this Agreement, Lotably will use it only to respond to Customer’s requests and for the purposes in Section 12.2(b), (e) and (f), and Lotably will provide a standard export of it, in the formats the Services support, if Customer asks by email. Customer may instead direct Lotably by email to delete Customer Data sooner, and Lotably will delete it within 90 days after the direction. Lotably may also delete sooner Customer Data that is not needed for those purposes, namely sign-in accounts for the parker portal when this Agreement ends, the monthly parker roster 90 days after this Agreement ends, and caches and raw payment-event logs on their normal cycles. These periods do not apply to (a) copies in backups, which are deleted on Lotably’s normal backup cycle and remain protected by this Agreement until then, or (b) data that Lotably must keep for longer because of a legal hold or a legal requirement, which it will keep only for as long as required. Customer is responsible for keeping its own copies of any records it needs, including records it must keep for tax, enforcement, access to information or privacy law purposes, and for directing earlier deletion where the law requires Customer to keep personal information for a shorter time.

12.16 De-identified Data. Lotably may create De-identified Data from Customer Data and use it to operate, analyze, improve and promote the Services, for example to produce aggregated industry statistics. Lotably will take reasonable measures to keep De-identified Data de-identified, will publicly commit not to attempt to re-identify it, and will require anyone it shares De-identified Data with to do the same.

12.17 Account Records. Account Records belong to Lotably. Lotably keeps the electronic signature record of this Agreement, Customer’s confirmation under Section 3.1 and any Signup Letter for as long as this Agreement is in effect and for 7 years after it ends, and keeps other Account Records as described in the Privacy Policy.

13. Acceptable Use and Restrictions

13.1 Acceptable Use Policy. Customer will comply, and will make sure its Authorized Users comply, with the Acceptable Use Policy. A breach of the Acceptable Use Policy is a material breach of this Agreement.

13.2 Restrictions. Customer will not, and will not allow anyone else to:

• sell, resell, rent, lease, sublicense or otherwise make the Services available to anyone else, or use them to run parking enforcement or take payments for another business, except for Customer’s own enforcement at Locations it is authorized to manage for its clients;
• copy, modify, translate or create derivative works of the Services;
• reverse engineer, decompile or disassemble the Services, or try to discover their source code, models or non-public interfaces, except to the extent the law prohibits this restriction;
• use the Services to build or help build a competing product or service;
• scrape, crawl or use automated means to access the Services, except through features or interfaces that Lotably provides for that purpose;
• probe, scan or test the vulnerability of the Services, or bypass any security measure, authentication, rate limit, usage limit, Plan limit or feature control;
• interfere with, disrupt or overload the Services, or upload malicious code;
• remove or obscure any proprietary notice in the Services; or
• use the Services in violation of Applicable Law or anyone’s rights.

13.3 Investigation and enforcement. Lotably may investigate any suspected breach of this Section 13 or the Acceptable Use Policy and may take the actions described in the Acceptable Use Policy and in Section 19.6.

14. Intellectual Property and Publicity

14.1 Lotably’s rights. Lotably and its licensors own all rights, including all intellectual property rights, in the Services, software, Documentation, designs, templates, ticket layouts, workflows, De-identified Data and all improvements, including improvements based on feedback. Lotably reserves all rights not expressly granted in this Agreement.

14.2 Customer’s right to use the Services. Subject to this Agreement and payment of the Fees, Lotably grants Customer a limited, non-exclusive, non-transferable, non-sublicensable and revocable right, while this Agreement is in effect, to access and use the Services, and to allow its Authorized Users to do so, for Customer’s own parking management and enforcement business at its authorized Locations, to make the Customer Site available to Drivers, and to share reports generated by the Services with the owners and managers of its Locations.

14.3 Customer Materials. Customer grants Lotably a non-exclusive, worldwide, royalty-free right, while this Agreement is in effect, to use, copy, display and adapt Customer Materials to configure, provide and support the Services, including to show Customer’s branding on the Customer Site, Citations and emails. Customer represents that it has all rights needed to grant this right and that Customer Materials do not infringe anyone’s rights or violate Applicable Law.

14.4 Feedback. If Customer gives Lotably suggestions or other feedback, Lotably may use it without restriction or payment, but will not disclose Customer’s Confidential Information or publicly identify Customer as the source without Customer’s consent.

14.5 Publicity. Lotably may identify Customer as a customer, by name and logo, on its websites, in customer lists and in marketing materials, unless Customer opts out by emailing cody@lotably.com. After an opt-out, Lotably will stop new uses within 30 days, but need not recall materials already distributed. Lotably will not issue a press release about Customer or state that Customer endorses Lotably without Customer’s consent.

15. Confidentiality

15.1 Definition. “Confidential Information” means non-public business, technical, financial, security and customer information that one party (the “discloser”) discloses to the other (the “recipient”) in connection with this Agreement and that is marked as confidential or that a reasonable person would understand to be confidential. Lotably’s Confidential Information includes the non-public parts of the Services, information about Lotably’s security, and any custom pricing. Customer’s Confidential Information includes non-public Customer Data and its Property Authorizations.

15.2 Protection. The recipient will use the discloser’s Confidential Information only to perform its obligations and exercise its rights under this Agreement, and will protect it with at least reasonable care. The recipient may disclose it only to its and its affiliates’ employees, contractors, Subprocessors, professional advisers, insurers, financing sources and potential acquirers who need to know it for those purposes and are bound by confidentiality obligations at least as protective as this Section 15.

15.3 Exclusions. Confidential Information does not include information that the recipient can show was lawfully known to it without restriction before receiving it, is or becomes public through no fault of the recipient, is lawfully received from a third party without a duty of confidentiality, or is independently developed without use of the discloser’s Confidential Information.

15.4 Required disclosure. The recipient may disclose Confidential Information to the extent required by law or legal process, if it gives the discloser prompt notice where the law allows and reasonable cooperation, at the discloser’s expense, in seeking protection, and discloses only what is required. Disclosures permitted by Sections 7.4 and 12.6 are not breaches of this Section 15.

15.5 Duration. These obligations continue while this Agreement is in effect and for 3 years after it ends, and, for trade secrets and Customer Data, for as long as they remain trade secrets or are held by the recipient.

15.6 Remedies. A breach of this Section 15 may cause irreparable harm, and the discloser may seek injunctive relief in addition to any other remedy.

16. Warranties and Disclaimers

16.1 Mutual warranties. Each party represents and warrants that it is duly organized and in good standing, that it has the power and authority to enter into and perform this Agreement, and that it will comply with the laws that apply to it in performing this Agreement.

16.2 Customer’s warranties. Customer represents and warrants, on the Effective Date and throughout this Agreement, that the information it gives Lotably at signup and afterwards is accurate and complete; that its Locations are in Canada outside Quebec and its head office and principal place of business are not in Quebec; that it has and will keep all licences, permits and registrations its operations require; that it complies with Section 7; and that it has all rights needed in Customer Data and Customer Materials.

16.3 Lotably’s limited warranty. Lotably warrants that it will provide the Services in a professional and workmanlike manner. If Customer notifies Lotably of a breach of this warranty, with reasonable detail, within 30 days after it first occurs, Lotably will use commercially reasonable efforts to correct it. If Lotably cannot do so within a reasonable time, either party may terminate the affected Services, and Lotably will refund any Monthly Fees and Additional Location Fees that Customer prepaid for the period after termination. This is Customer’s only remedy for a breach of this warranty. This warranty does not apply to problems caused by Customer, its Authorized Users or equipment, Third-Party Services, misuse, or beta or preview features.

16.4 Disclaimer. EXCEPT AS EXPRESSLY STATED IN SECTION 16.3, THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” TO THE MAXIMUM EXTENT PERMITTED BY LAW, LOTABLY DISCLAIMS ALL OTHER WARRANTIES AND CONDITIONS, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY AND QUIET ENJOYMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. LOTABLY DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE OR SECURE; THAT PLATE READINGS, AI OUTPUTS, USDOT AND OTHER LOOKUPS OR THIRD-PARTY DATA WILL BE ACCURATE; THAT ANY FEATURE OR SETTING IS LAWFUL AT ANY LOCATION; OR THAT ANY CITATION, FEE OR PAYMENT REQUEST IS VALID, ENFORCEABLE OR COLLECTIBLE. LOTABLY IS NOT RESPONSIBLE FOR THIRD-PARTY SERVICES OR HARDWARE.

17. Indemnification

17.1 Customer’s indemnity. Customer will defend, indemnify and hold harmless the Lotably Parties from and against all claims, demands, suits, investigations and proceedings brought by a third party, including any Driver, property owner, government authority, Stripe or card network, and all resulting Losses, arising out of or relating to:

• (a) Customer’s parking management or enforcement operations at any Location;
• (b) any Citation, fine, fee, charge, pass, permit, subscription, notice, sign, rule, dispute decision, refund, boot, tow, vehicle storage or communication with a Driver, made or issued by or for Customer;
• (c) any matter covered by Section 7;
• (d) Customer Data, Customer Materials, or Customer’s privacy, data collection or messaging practices, including any failure to give a notice or obtain a consent;
• (e) any breach of Applicable Law, this Agreement or the Acceptable Use Policy by Customer or its Authorized Users;
• (f) Customer’s personnel, contractors, towing or booting companies or other agents;
• (g) Customer’s Stripe Account, transactions, refunds, chargebacks or taxes; or
• (h) any dispute between Customer and a Driver, property owner, client, tenant or other third party.

This Section 17.1 does not apply to the extent a court of competent jurisdiction finally determines that the Losses were caused by Lotably’s gross negligence or wilful misconduct, or to claims covered by Section 17.2. This Section 17.1 does not limit Section 7.7, which applies to the matters it covers on its own terms.

17.2 Lotably’s intellectual property indemnity. Lotably will defend Customer against any claim by a third party that the Services, as provided by Lotably and used by Customer in accordance with this Agreement, infringe a Canadian or United States patent, copyright or trademark or misappropriate a trade secret, and will pay the damages and costs finally awarded against Customer, or agreed in a settlement that Lotably approves, on that claim. Lotably has no obligation for any claim arising from Customer Data, Customer Materials or Customer’s instructions; Third-Party Services or hardware; the combination of the Services with anything Lotably did not provide; any modification not made by Lotably; use of the Services not in accordance with this Agreement; or continued use after Lotably tells Customer to stop or provides a non-infringing alternative. If a claim is made or Lotably believes one is likely, Lotably may obtain the right for Customer to keep using the Services, modify or replace them so they do not infringe, or terminate the affected Services and refund any Monthly Fees and Additional Location Fees that Customer prepaid for the period after termination. This Section 17.2 is subject to Section 18 and states Customer’s only remedy for intellectual property infringement claims.

17.3 Procedure. A party seeking defence or indemnity must notify the other party promptly of the claim (a delay relieves the defending party only to the extent it is materially prejudiced), give the defending party sole control of the defence and settlement, and cooperate reasonably at the defending party’s expense. The defending party will not settle a claim in a way that admits fault by, imposes a non-monetary obligation on, or requires a payment by the protected party without its written consent, which will not be unreasonably withheld. The protected party may take part with its own counsel at its own expense. If Customer does not promptly and diligently defend a claim under Section 7.7 or 17.1, or has a conflict of interest, Lotably may defend itself with counsel of its choice at Customer’s expense.

18. Limitation of Liability

18.1 Excluded damages. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, CITATION OR PARKING INCOME, BUSINESS, GOODWILL OR DATA, OR THE COST OF SUBSTITUTE SERVICES, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, EVEN IF ADVISED OF THEIR POSSIBILITY.

18.2 Liability cap. TO THE MAXIMUM EXTENT PERMITTED BY LAW, LOTABLY’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT AND THE SERVICES, UNDER ANY THEORY OF LIABILITY, WILL NOT EXCEED THE GREATER OF (A) THE FEES (MONTHLY FEES, ADDITIONAL LOCATION FEES AND PLATFORM FEES, LESS ANY PLATFORM FEES RETURNED) THAT CUSTOMER PAID TO LOTABLY UNDER THIS AGREEMENT IN THE 6 MONTHS BEFORE THE EVENT GIVING RISE TO THE LIABILITY, AND (B) CA$1,000. AMOUNTS PAID BY DRIVERS TO CUSTOMER, TAXES AND STRIPE FEES ARE NOT FEES PAID TO LOTABLY.

18.3 Exceptions. Sections 18.1 and 18.2 do not limit: (a) Customer’s obligation to pay Fees and other amounts due under this Agreement; (b) Customer’s defence and indemnity obligations, including under Sections 7.7 and 17.1; (c) Customer’s liability for breach of Section 7, Section 13.2 or the Acceptable Use Policy; or (d) any liability that cannot be limited or excluded under Applicable Law.

18.4 Allocation of risk. The limits in this Section 18 apply even if a limited remedy fails of its essential purpose. The Fees, including the availability of a Free Plan, reflect this allocation of risk, and Lotably would not provide the Services without it. Lotably is not responsible for Customer’s enforcement decisions, Third-Party Services, Stripe’s actions, the conduct of property owners or Drivers, or events outside Lotably’s reasonable control.

19. Term, Suspension and Termination

19.1 Term. This Agreement begins on the Effective Date. Customer’s subscription runs month to month from the Activation Date (Section 3.3) and renews automatically for each new Billing Period until it is cancelled or terminated under this Section 19. There is no minimum term and no early termination fee.

19.2 Cancellation by Customer. Customer may cancel at any time by emailing cody@lotably.com from, or identifying, its account, or in its account where that option is available. Cancellation takes effect at the end of the then-current Billing Period. Customer receives no refund or credit for the rest of that Billing Period or for any partial month, and all Fees through the end of that Billing Period remain payable. Before the Activation Date, Customer may instead withdraw under Section 3.5.

19.3 Termination by Lotably for convenience. Lotably may terminate this Agreement for any reason by giving Customer at least 30 days’ written notice. Lotably will refund any Monthly Fees and Additional Location Fees that Customer prepaid for the period after the termination date.

19.4 Termination by Lotably for cause. Lotably may terminate this Agreement immediately by written notice if:

• Customer materially breaches this Agreement (Lotably may, but need not, first give Customer an opportunity to cure);
• any amount remains unpaid more than 14 days after its due date;
• Customer or an Authorized User breaches Section 2.6, Section 7, Section 13.2 or the Acceptable Use Policy;
• Lotably reasonably suspects fraud, deceptive practices or enforcement without authority by Customer or its Authorized Users;
• Lotably reasonably believes that continuing to provide the Services to Customer would expose Lotably to material legal or regulatory risk, including because of a claim, investigation or demand by a government authority, Stripe, a property owner or a court, or a change in law, or Stripe requires it; or
• Customer becomes insolvent, makes an assignment for the benefit of creditors, becomes the subject of bankruptcy, insolvency, proposal, receivership or similar proceedings, or stops carrying on business.

19.5 Termination by Customer for cause. If Lotably materially breaches this Agreement and does not cure the breach within 30 days after receiving written notice describing it, Customer may terminate this Agreement immediately by written notice, and Lotably will refund any Monthly Fees and Additional Location Fees that Customer prepaid for the period after termination.

19.6 Suspension. Lotably may suspend all or part of the Services, including any Location, feature, Authorized User, the Customer Site or payment features, immediately and without liability: (a) under Section 2.6, Section 7.8, Section 9.9 or Section 10.3; (b) if Lotably reasonably suspects a breach of Section 13 or the Acceptable Use Policy; (c) to prevent or respond to a security threat, fraud, harm to any person or property, or unlawful use; (d) if required by law, a court, a government authority, Stripe or another provider; or (e) if Lotably reasonably believes that Customer’s use creates material legal risk for Lotably. Lotably will give notice before the suspension where practicable, or promptly afterwards, will limit the suspension to what is reasonably necessary, and will lift it once the reason for it is resolved. Fees continue to accrue during a suspension caused by Customer.

19.7 Effect of termination. When this Agreement ends: (a) Customer’s right to use the Services ends, and the Customer Site, payment, contest and pass pages, QR codes, parker portal and officer app stop working for Customer, although Lotably may display a notice telling Drivers to contact Customer; (b) all Fees accrued through the date this Agreement ends become due; (c) Platform Fees on payments made before that date are earned, subject to Section 9.5, which continues to apply to refunds and chargebacks of those payments that occur within 180 days after this Agreement ends; and (d) Section 12.15 applies to Customer Data. Customer is responsible for telling its Drivers, parkers and property owners; for providing other ways to pay or dispute outstanding Citations; for cancelling or moving monthly parker subscriptions on its Stripe Account; for removing or replacing signs and QR codes that point to the Customer Site; and for honouring its obligations to Drivers, such as refunds owed and passes already bought. Lotably has no obligation to collect unpaid Citations or keep payment pages running after this Agreement ends. Payments made on Customer’s Stripe Account after this Agreement ends are not made through the Services, and if Lotably receives a Platform Fee on any such payment, it will return it on request.

19.8 Survival. Sections 1, 7, 9.5 (as stated in Section 19.7), 10, 11.6, 12 (Sections 12.1 to 12.15 for as long as Lotably holds Customer Data), 13.2, 14.1, 14.4, 15, 16.4, 17, 18, 19.7, 19.8, 21 and 22, and any other provision that by its nature should survive, survive the end of this Agreement.

20. Changes to this Agreement

20.1 Fee increases. Increases in Fees are governed by Section 9.7.

20.2 Other changes. Lotably may change these terms or the Acceptable Use Policy by giving Customer at least 30 days’ notice by email or in the Services, stating the date the change takes effect. If a change is materially adverse to Customer, Customer may cancel this Agreement by giving notice before that date, and the change will not apply to Customer before the cancellation takes effect. Otherwise, the changed terms apply from the date stated. Lotably may make a change on shorter notice if a law, court, regulator, Stripe or a card network requires it, or to address an urgent security risk, and will give as much notice as is practicable. Lotably may update the Documentation at any time to reflect changes in the Services.

20.3 Versions. Each version of these terms has a version date. Lotably may ask Customer to accept a new version in the app. A change does not apply to a dispute that arose before the change took effect unless both parties agree. Except for Fee increases under Section 9.7, a move to a lower Plan confirmed under Section 9.8, a move to the Starter Plan under Section 9.9 and a notice under Section 9.10, a change to an Order Summary requires Customer’s acceptance.

21. Governing Law and Disputes

21.1 Governing law. This Agreement is governed by the laws of the province or territory of Canada named as Customer’s Home Province in the Order Summary (the “Home Province”) or, if none is named, the province or territory in which Customer’s address in the Order Summary is located, and the federal laws of Canada that apply there, without regard to conflict of laws rules. An updated Order Summary does not change the Home Province unless it expressly says so. The United Nations Convention on Contracts for the International Sale of Goods, and any law of the Home Province that implements it, do not apply. This Section does not displace the mandatory laws that govern Customer’s enforcement operations at each Location, and it does not bind Drivers or property owners who are not parties to this Agreement.

21.2 Courts. The courts of the Home Province have exclusive jurisdiction over any dispute arising out of or relating to this Agreement or the Services, and each party irrevocably attorns to the jurisdiction of those courts and waives any objection that they are an inconvenient forum. However, either party may seek interim or interlocutory injunctive relief in any court of competent jurisdiction to protect its intellectual property or Confidential Information or to prevent irreparable harm.

21.3 Informal resolution. Before starting a lawsuit, other than for injunctive relief or to collect overdue Fees, a party will give the other written notice describing the dispute and allow at least 15 days for good-faith discussion.

21.4 Jury trial waiver. TO THE EXTENT PERMITTED BY LAW, EACH PARTY KNOWINGLY AND VOLUNTARILY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY DISPUTE ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICES.

22. General Provisions

22.1 Notices. Notices under this Agreement must be in writing and may be given by email. Notices to Lotably must be sent to cody@lotably.com, and any physical copy to Intake Scout LLC d/b/a Lotably, 1142 Carney Street, Cincinnati, Ohio 45202, Attention: Cody Blatt, Manager. Notices to Customer will be sent to the notice email address in the Order Summary, or another address Customer gives Lotably by notice, and Lotably may also send them to Customer’s account email. An email notice is effective when sent, unless the sender receives a message that it was not delivered. Lotably may also give operational notices in the Services.

22.2 Electronic signatures and records. The parties agree to do business electronically. This Agreement, each Order Summary and every notice may be signed, delivered and kept electronically, and electronic signatures and records, including Lotably’s automatically applied countersignature, have the same effect as handwritten signatures and paper originals under the electronic commerce or electronic transactions law of the Home Province, such as the Electronic Commerce Act, 2000 (Ontario), the Electronic Transactions Act (British Columbia) or the Electronic Transactions Act (Alberta), and the equivalent laws of the other provinces and territories. This Agreement may be signed in counterparts.

22.3 Assignment. Customer may not assign or transfer this Agreement without Lotably’s prior written consent, except to a successor in a merger or a sale of all or substantially all of its business to which this Agreement relates, if the successor is not a competitor of Lotably, agrees in writing to be bound by this Agreement, and complies with Section 7, and Customer notifies Lotably within 30 days. Lotably may assign this Agreement to an affiliate or in connection with a merger, acquisition, reorganization, financing or sale of all or part of its business or assets, with notice to Customer. This Agreement binds and benefits each party’s permitted successors and assigns. Any other attempted assignment is void.

22.4 Subcontractors. Lotably may use subcontractors and Subprocessors to provide the Services and remains responsible for their performance of Lotably’s obligations.

22.5 Independent contractors. The parties are independent contractors. This Agreement does not create a partnership, joint venture, franchise, agency, fiduciary or employment relationship, and neither party may bind the other.

22.6 Force majeure. Neither party is liable for a delay or failure to perform caused by events beyond its reasonable control, such as natural disasters, epidemics, war, terrorism, civil unrest, labour disputes (other than those involving its own employees), government action, and failures of utilities, the internet, telecommunications, cloud providers or payment processors. This Section does not excuse any obligation to pay money.

22.7 Entire agreement. This Agreement, including the Order Summary and the Acceptable Use Policy, is the entire agreement between the parties about its subject matter and replaces all prior proposals, quotes, marketing materials, discussions and understandings. Customer has not relied on any statement that is not in this Agreement. This Agreement may be changed only under Section 20 or by a written amendment accepted by both parties, including electronically.

22.8 Severability. If any provision of this Agreement is found unenforceable, it will be enforced to the maximum extent permissible and modified only as much as necessary to make it enforceable, and the rest of this Agreement remains in effect.

22.9 Waiver. A waiver is effective only if it is in writing, and applies only to the specific instance described. A failure or delay in exercising a right is not a waiver of it.

22.10 No third-party beneficiaries. This Agreement does not give any right or remedy to anyone other than the parties, except that the Lotably Parties may enforce Sections 7 and 17. Drivers, property owners and Customer’s clients are not third-party beneficiaries.

22.11 Export controls and sanctions. Each party will comply with the export control and economic sanctions laws of Canada and the United States that apply to it. Customer represents that neither it nor any of its owners or Authorized Users is a designated or listed person under Canadian sanctions laws, such as the Special Economic Measures Act and the Justice for Victims of Corrupt Foreign Officials Act (Sergei Magnitsky Law), or is named on any United States government restricted party list, or is located in, organized under the laws of, or ordinarily resident in a country or region subject to comprehensive Canadian or United States sanctions, and Customer will not access or permit access to the Services from any such country or region.

22.12 Anti-corruption. Neither party has offered or made, or will offer or make, any bribe, kickback or other improper payment or benefit to anyone, including any public official, in connection with this Agreement, in breach of the Criminal Code (Canada), the Corruption of Foreign Public Officials Act (Canada), the United States Foreign Corrupt Practices Act or any other anti-corruption law. Each party will tell the other promptly if it learns of a breach of this Section.

22.13 Language. The parties have expressly requested that this Agreement and all related documents be drawn up in English. Les parties ont expressément exigé que la présente convention et tous les documents connexes soient rédigés en anglais.