1. Definitions. As used in this Agreement, the following terms have the following meanings. Some terms are defined elsewhere in this Agreement. • “Account” means all P-123 accounts opened by you. • “Operator” means the owner and/or operator of a parking facility offering the P-123 Service • “Service” means the product offered by P-123 allowing you to pay for parking at participating locating by using your P-123 Account pursuant to the Terms of this agreement • “P-123” means P-123 app product located at https://p-123.com owned by Parking BOXX (“BOXX”) in conjunction with successors affiliates or assigns. • “You” means the person who opened the Account and agreed to these Terms.

2. Account Responsibility. If you create an Account with P-123 to access P-123’s products, services, support or for any other reason, you are responsible for (a) maintaining the confidentiality of any and all information necessary to obtain access thereto, including with limitation, your account user identification and your password and (b) restricting access to your phone, computer or other devices that have stored your Account login credentials. You agree that you are responsible for all activities that occur under your Account and to notify us immediately in the event of an unauthorized use.

3. Account Use. Your Account may be used to pay for parking at parking facilities offering P-123 Services. You are responsible for entering the correct Zone ID, parking space number, license plate, and ensuring that you have received proper notification of completed payment before leaving your vehicle unattended. Additionally, you agree to follow all notices and signage posted at the parking facility, which shall take precedence over information listed in the P-123 app.

4. Parking Pricing, Payment & Refunds. Pricing for parking is set by the facility Operator and the total price to be charged to your credit card is displayed in the P-123 app before purchase is completed. In the P-123 app, you set up a payment method based on the options permitted by the Operator. By providing such a payment method, you authorize the P-123 app to charge your payment method. The total price may include taxes, service charges and other fees as set by the Operator. Upon submitting a request to complete a transaction, a charge to your payment method will be made. You will be notified if the transaction succeeded or failed. You must receive a success confirmation to ensure that payment has been completed. You agree to a chargeback fee up to $25 for rejections due to insufficient funds or other payment issues. For questions pertaining to refunds or disputes, please contact the Operator.

5. Failed Transactions. P-123 and Operators accept no liability to complete any transaction that is not cleared by the payment processor. P-123 is not responsible for any parking fines, tickets, towing, or other actions that you incur or receive. In the event that you fail to pay for parking or fines or tickets, you agree that P-123 may provide your personal details to such authorities solely for the purposes of collecting such unpaid amounts owed by you. In no event, shall P-123 provide your credit card details to any third party.

6. Notifications. As part of the Service, P-123 may send notifications, and you agree to receive such messages. You acknowledge that receipt of notifications is not guaranteed and that you are responsible for the timely payment of your parking sessions. P-123 shall have no responsibility or liability for damages and costs incurred by your not receiving such notifications for any reason. If you wish to receive a receipt by email, you may request that such receipts be sent upon the completion of parking payment transactions.

7. Account Termination & Suspension. Upon a breach of these Terms, including our inability to verify identification provided or if we believe your actions may cause harm or liability, P-123 may suspend or terminate your account to access the P-123 app.

8. Trade Names, Trademarks, and Service Marks. Trade names, trademarks, and service marks of P-123 include, without limitation, P-123, Parking BOXX, “Parking Made Easy®” and our “P” parking logo. All trade names, trademarks and service marks on the website that are not owned by P-123 or its affiliates are the property of their respective owners. The trade names, trademarks, and service marks owned by P-123 or its affiliates, whether registered or unregistered, may not be used in connection with any product or service that is not either ours or one of our affiliate’s products or services, or in any other manner that is likely to cause confusion or dilution. Nothing on the website should be construed as granting, by implication, estoppel, or otherwise, any right or license to use any of P-123’s (or its affiliates’) trade names, trademarks, or service marks without prior express written permission.

9. Disclaimer of Warranty. Except as expressly provided in these Terms, P-123 disclaims all warranties, conditions, representations, indemnities and guarantees with respect to P-123 app, whether express or implied, arising by law or custom, including but not limited to any warranty of merchantability or fitness for a particular purpose. P-123 disclaims all warranties that the P-123 app shall operate continuously or error free for all sites and all areas. You assume all risks associated with the Service.

10. Disclaimer of Consequential Damages. P-123 and its affiliates, officers, directors, employees, agents, contractors or representatives shall be liable for any indirect, special, punitive, exemplary, incidental, consequential or other similar type of damages, including but not limited to damages for loss of revenue, loss of profits, loss of time, loss of savings, loss of data, loss of good will, loss of business opportunities or software error, whether foreseeable or unforeseeable, including any loss resulting from the use of or inability to use this Service whether based on contract, tort, warranty, negligence, strict liability, products liability or otherwise. P-123 shall not be responsible for any loss or damage due to your use of this Service. P-123’s total liability for any and all losses and damages arising out of any cause shall not exceed an amount equal to the total amount paid for that particular parking session.

11. Indemnification. You agree to defend, indemnify and hold harmless P-123 and its affiliates, and their respective officers, directors, employees, agents, contractors and any other person or entity from and against any and all claims, losses and liability (including, without limitation, attorneys’ fees and other costs incurred) arising out of, related to, or connected with a breach of any of the Account obligations.

12. Governing Law; Jurisdiction and Venue. This Agreement is to be construed in accordance with and governed by the laws of the State of Oregon without giving effect to any choice of law rule that would cause the laws of any jurisdiction other than the laws of the State of Oregon to apply to the rights and duties of the parties. You submit to the jurisdiction, and waive any right to contest the venue (including forum non conveniens), of courts in Oregon and further agree that any claim or cause of action, whether in contract, tort, warranty, negligence, strict liability, product liability, statutory liability, indemnity or otherwise, arising out of, related to or in connection with this Agreement shall be brought in a Federal or State court in Washington County, Oregon. The prevailing party(ies) in any such action or proceeding shall be entitled to attorney’s fees and other costs incurred in that action or proceeding, in addition to any other relief to which it or they may be entitled and the court shall provide. If any provision of this Agreement is held to be unenforceable, in whole or in part, the unenforceable portion of such provision shall be struck and the remainder of such provision, the remaining provisions of this Agreement, and the applicability of the remaining provisions to other persons or entities shall not be affected.