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SpareFoot, Inc. Client Terms of Service

This Terms of Service (the “Agreement”) explains the contractual agreement between SpareFoot, Inc., a Delaware corporation with offices at 720 Brazos Street, Suite 300, Austin, TX 78701 (“SpareFoot”) and you, a self-storage facility owner or operator (“Client”). This Agreement is made to be effective as of the date accepted by SpareFoot (the “Effective Date”) following your electronic acceptance of the Agreement via The SpareFoot website. This Agreement governs the terms and conditions pursuant to which SpareFoot will provide you with access to certain SpareFoot’s proprietary services described in Section 1, below (each, a “Service” and collectively, the “Services”). In consideration of the mutual promises contained herein, the parties agree as follows:

By your electronic acknowledgement of this Agreement, you accept the terms and conditions of this Agreement and are representing and warranting that you can legally enter into this Agreement and satisfy all of the requirements hereunder. If you have any questions about this Agreement, please call us at (512) 705-6208 or email us at support@sparefoot.com.

1. Background

SpareFoot is a provider of multiple Services, including but not limited to the SpareFoot AdNetwork Service (“AdNetwork”), the SpareFoot SiteBuilder Service (“SiteBuilder”), the SpareFoot Booking Widget (“Booking Widget”), and the SpareFoot GeoPages Service (“GeoPages”). Client desires to obtain and SpareFoot desires to provide Client with access to one or more of the Services pursuant to this Agreement. Service-specific terms and conditions (each, “Supplemental Terms”) apply to one or more of the Services based on Client’s activation and use of the specific Service, with SpareFoot’s permission. Supplemental Terms are specified in the exhibits attached hereto. Any applicable Supplemental Terms shall (together with this Agreement) constitute the entire agreement between Client and SpareFoot with respect to the specific Service. Terms capitalized in the Supplemental Terms but not defined therein shall have the meanings given to them in this Agreement. In the event of a conflict between this Agreement and any such Supplemental Terms, the Supplemental Terms shall apply, solely with respect to such Service.

2. Service

2.1 Provision of Services. Subject to the terms and conditions of this Agreement, including without limitation payment of the applicable fees, if any, specific to a Service, SpareFoot will provide Client with access to the Service(s) as specified in the applicable Supplemental Terms. Client may use the Service(s) solely for its/their intended purpose in accordance with this Agreement and any Supplemental Terms.

2.2 Client Assistance. Client shall provide SpareFoot with all information and assistance as reasonably required for SpareFoot to activate and operate the Service(s) for Client pursuant to this Agreement. Client grants SpareFoot all rights or licenses necessary for SpareFoot to use such information in connection with the provision of the Service(s).

2.3 Access to Service. Client acknowledges that maintenance may be required from time to time and as a result the Service(s) may be offline from time to time.

3. Client Obligations

3.1 Rights Regarding Site(s). Client certifies that it owns or has all necessary rights to control the website(s), if any, that is/are integrated with or linked with the Service(s) (the “Client Site(s)”), and that to the extent required and applicable, Client has all rights necessary to integrate the Service(s) with the Client Site, to administer the Service, and to fulfill its obligations under this Agreement.

3.2 Bug Reporting. Client shall promptly report to SpareFoot all bugs and errors related to the Service(s) of which Client becomes aware.

4. Fees

4.1.1 Fees. SpareFoot shall be paid the fees, if any, set forth in the Supplemental Terms accepted by Client. All fees are non-refundable, provided that if any Service that is for a specified term is terminated by SpareFoot pursuant to Section 7.2.1, then SpareFoot shall refund a pro-rated portion of any pre-paid subscription fee.

4.2 Invoicing. SpareFoot shall invoice Client for any applicable fees incurred by the Client from time to time in connection with the Service(s). Unless otherwise specified in the applicable Supplemental Terms, all fees are due and payable in U.S. dollars within thirty (30) days of receipt by Client of the SpareFoot invoice. All fees are exclusive of applicable sales, excise, or use taxes, which shall be the sole responsibility of Client.

4.3 Late Payments. If payment is not made within thirty (30) days after the invoice date, SpareFoot may charge Client a late fee on the unpaid balance at the lesser of one-and-a-half percent (1.5%) per month or the maximum lawful rate permitted by applicable law, rounded to the next highest whole month and compounded monthly. SpareFoot may also charge Client for all expenses of collection. Should Client not pay amounts when due, SpareFoot may (at its discretion and in addition to other remedies it may have) deactivate the Service(s).

5. Proprietary Rights

5.1 Ownership of the Service. SpareFoot shall own all right, title, and interest in and to the Service, including all modifications, improvements, upgrades, and derivative works related thereto and all intellectual property rights therein. Client agrees to assign all right, title, and interest it may have in the foregoing to SpareFoot. If Client [a]provides or creates feedback in connection with the Service(s) (“Feedback”), Client hereby assigns and agrees to assign all of its right, title, and interest in and to such Feedback to SpareFoot. To the extent that the foregoing assignment is ineffective for whatever reason, Client hereby grants and agrees to grant to SpareFoot a non-exclusive, perpetual, irrevocable, royalty free, worldwide right and license to use, reproduce, disclose, sub-license, distribute, modify and otherwise exploit such Feedback without restriction.

5.2 Restrictions. Client shall not, and shall not authorize any third party to (i) modify, adapt, reverse engineer, disassemble, de-compile or otherwise derive source code from the Service; (ii) create derivative works based on the Service; (iii) transfer the Service or any part thereof to any third party without SpareFoot’s prior written consent, or (iv) use the software that embodies the Service other than as intended and directed by SpareFoot in connection with the integration thereof with the Client Site. Client shall not remove, alter, cover or obfuscate any copyright notices or other proprietary rights notices or proprietary mark placed or embedded by SpareFoot on or in the Service.

5.3 Data Ownership. SpareFoot shall own all right, title, and interest in and to any data that is collected by SpareFoot from Client or provided by Client in connection with Client’s use of the Service (“Data”). SpareFoot, at its discretion, may distribute this data to other sites, forums, aggregators, or other 3rd parties for the purpose of promoting Client facilities either individually or in aggregate, pursuant to providing the agreed Service to Client. Data that is published to the Internet on behalf of Client to effect the Service is considered publicly available and not bound by any confidentially provisions. This includes but is not limited to facility information, unit pricing, and unit availability.

5.4 Confidentiality. Client shall (i) not disclose Confidential Information to any third party, (ii) may only use Confidential Information for the intended business purpose related to this Agreement and for the benefit of SpareFoot and (iii) protect Confidential Information from disclosure or misuse by using at least a reasonable degree of care. “Confidential Information” shall mean confidential or proprietary information that SpareFoot may provide to Client in connection with this Agreement. If Client is required by law to disclose Confidential Information in response to a valid order of a court of competent jurisdiction or authorized government agency, Client shall give SpareFoot prompt written notice of such requirement to allow SpareFoot to obtain a protective order prior to disclosure, and shall cooperate with SpareFoot in such process.

5.5 Integration. Client may elect to manage their Service manually, or integrate with SpareFoot via an existing software vendor. Software vendors supported by SpareFoot include but are not limited to SiteLink, CenterShift, Domico, and QuikStor (the “Vendor”). Specific to data available via the agreed Vendor, (the “Database”), Client grants to SpareFoot a non-exclusive, world-wide license to establish a link from SpareFoot’s websites to Client’s Database server (the “Link”) for the term of this Agreement. In its use of the Link and in its relationship with the Vendor, SpareFoot acts as an agent of Client. The Link enables Client and SpareFoot to maintain accuracy of unit pricing and availability information on SpareFoot websites and, if supported by the Vendor, allows SpareFoot to initiate reservations on behalf of prospective Client customers. Client shall be responsible for enabling the Link and obtaining all the necessary licenses, credentials, and authorizations from the Vendor to integrate the Database with SpareFoot’s websites and allow SpareFoot to access the Database on Client’s behalf. Client agrees that SpareFoot shall have the right, on behalf of Client, to view facility information, unit pricing and availability information, in addition to viewing tenant roster information pursuant to verifying move-ins. SpareFoot has the right to copy unit pricing and inventory information to SpareFoot systems as needed to efficiently provide the Service, but will not store tenant roster information other than to record the fact that a specific reservation was consummated. Database information shall remain the sole and exclusive property of Client and/or the Vendor, as applicable.

6. Warranty and Limitations of Liability

6.1 Warranty Disclaimer. SERVICE(S) ARE PROVIDED TO CLIENT ON AN “AS IS” AND “AS AVAILABLE” BASIS, AND SPAREFOOT DISCLAIMS ALL WARRANTIES, CONDITIONS, OR REPRESENTATIONS (EXPRESS OR IMPLIED, ORAL, OR WRITTEN) WITH RESPECT THERETO AND WITH RESPECT TO ANY SUPPORT RELATED THERETO, INCLUDING ANY AND ALL WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, NON-INTERFERENCE, ACCURACY OF DATA, AND WARRANTIES ARISING FROM A COURSE OF DEALING.

6.2 Disclaimer of Consequential Damages. IN NO EVENT WILL SPAREFOOT BE LIABLE TO USER FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL OR OTHER DAMAGES, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, AND WHETHER OR NOT SPAREFOOT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.

6.3 Maximum Liability. IN NO EVENT SHALL SPAREFOOT’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, THE TERMINATION HEREOF, AND/OR PROVISION OF THE SERVICE EXCEED THE AMOUNTS PAID BY CLIENT TO SPAREFOOT FOR THE SPECIFIC SERVICE GIVING RISE TO THE CLAIM DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM. THIS LIMITATION OF LIABILITY IS CUMULATIVE AND NOT PER INCIDENT.

6.4 Reasonable Allocation of Risk. The parties understand and agree that the limitations of liability set forth in this Section are a reasonable allocation of risk between the parties, and, absent such allocation, SpareFoot would not be able to charge the prices it is charges for the Service. The limitations of liability set forth in this Agreement shall apply notwithstanding any failure of essential purpose of any limited remedy provided herein.

7. Term of Agreement

7.1 Term. This Agreement will commence on the Effective Date and will continue for until terminated in accordance herewith. Any Term specified on any Supplemental Terms shall, unless a party notifies the other in writing not less than sixty (60) days prior to the end of the then current applicable Term, automatically renew for successive Terms.

7.2 Termination.

7.2.1 Convenience. SpareFoot may terminate this Agreement and/or any Supplemental Terms by providing written notice at any time.

7.2.2 For Breach. In addition, SpareFoot may terminate this Agreement and/or any Supplemental Terms if Client is in breach of any term or condition set forth herein or therein, and such breach is not cured in the ten (10) day period following SpareFoot giving notice of such breach.

7.3 Survival of Certain Terms. Notwithstanding any termination of this Agreement, the following provisions shall survive: Sections 4-6, 7.3, and 8, and any Supplemental Terms identified as provisions that shall survive the termination hereof. All other rights, obligations, and licenses set forth herein shall cease upon termination of this Agreement for any reason.

8. General Provisions

8.1 Compliance with Laws. Client shall comply with all applicable laws, rules, treaties, and regulations in its performance of this Agreement. Client will hold harmless, indemnify and defend SpareFoot from any claim against SpareFoot arising from Client’s failure to comply with this paragraph.

8.2 Governing Law and Jurisdiction. This Agreement shall be governed by and construed under the law of the State of Texas, without regard to principles of conflict of laws. The federal and state courts of Travis County, Texas shall have exclusive jurisdiction and venue to adjudicate any dispute arising out of this Agreement. Each party hereto expressly consents to the personal jurisdiction and venue of such courts.

8.3 Notices. Any notice required or permitted by this Agreement will be in writing and will be sent by registered or certified mail, return receipt requested, or by reputable overnight courier addressed to the other party, or in the case of Client via email, at (i) the address shown at the beginning of this Agreement (in the case of SpareFoot), (ii) the address or email address provided to SpareFoot in connection with Client’s registration for the Service(s), (in the case of Client), or (iii) such other address for which such party gives notice hereunder. Such notice will be deemed to have been given when delivered or, if delivery is not accomplished by some fault of the addressee, when tendered.

8.4 Entire Agreement. This Agreement and any applicable Supplemental Terms set forth the entire agreement and understanding of the parties relating to the subject matter hereof and thereof. No modification of or amendment to this Agreement, nor any waiver of any rights under this Agreement, will be effective unless set forth in writing signed by officers of both parties, or unless (in the case of Client) accepted by Client via a subsequent click to accept mechanism.

8.5 Severability. If any provision of this Agreement is held to be invalid by a court of competent jurisdiction, then the remaining provisions will nevertheless remain in full force and effect.

8.6 No Waiver. The failure of either party to enforce at any time any of the provisions of the Agreement, or the failure to require at any time performance by the other party of any of the provisions of this Agreement, will in no way be construed to be a present or future waiver of such provisions.

8.7 Force Majeure. Nonperformance of either party (except for payment obligations) will be excused to the extent that performance is rendered impossible by strike, fire, flood, lightening, governmental acts or orders or restrictions, failure of suppliers, or any other reason where failure to perform is beyond the reasonable control and not caused by the negligence of the non-performing party.

8.8 Assignment and Binding Effect. SpareFoot may transfer or assign this agreement and its rights and/or obligations hereunder. Client may transfer or assign its rights or obligations under this Agreement on providing written notice to SpareFoot, subject to SpareFoot’s right to terminate as described in section 7.2.

8.9 Injunctive Relief. Client agrees that any breach of its obligations regarding Confidential Information would result in irreparable injury for which there is no adequate remedy at law. Therefore, in the event of any breach or threatened breach of Client’s obligations regarding Confidential Information, SpareFoot will be entitled to obtain equitable relief in addition to its other available legal remedies in a court of competent jurisdiction, without the necessity of proving actual damages or posting bond.

Exhibit A: SpareFoot AdNetwork Supplemental Terms

A1. Effectiveness of Terms

These Supplemental Terms (“Supplemental Terms”), together with SpareFoot Terms of Service, explain the contractual agreement between SpareFoot and Client with respect to Client’s procurement of the SpareFoot AdNetwork Service. These Supplemental Terms are effective as of the date of AdNetwork Service activation by SpareFoot, based on Client request. SpareFoot reserves the right to deny activation of the Service at its sole discretion.

A2. Service

  1. SpareFoot will make vacant units at Client’s facilities visible on the SpareFoot AdNetwork.
  2. SpareFoot will allow consumers to reserve units in Client’s facilities via the SpareFoot AdNetwork.
  3. SpareFoot will allow Client to maintain information about its facilities via the my.sparefoot.com website.
  4. SpareFoot will obtain vacant inventory information from Client’s storage management software provider, or if no software integration is available Client will provide and maintain their inventory information via the my.sparefoot.com website.

A3. Pricing and Payment Terms:

Setup Fee

No fee

Transaction Fee

Client may bid any amount greater or equal to $75 per move-in processed. Bid is discounted 33% for units less than 50 sqft and increased by 66% for units 100 sqft or greater. Total amount due invoiced monthly by SpareFoot in arrears.

Subscription Fee

$50 per month, invoiced monthly by SpareFoot, in arrears

A4. Service Deactivation

SpareFoot reserves the right to deactivate the AdNetwork Service without notice based on Late Payment, as described in section 4.3, or if it believes that Client is in violation of the Agreement or the AdNetwork Supplemental Terms. Client can voluntarily deactivate the AdNetwork Service without terminating the Agreement by written request to support@sparefoot.com, allowing 30 days for the removal of information from the SpareFoot AdNetwork. On request for deactivation, the AdNetwork Supplemental Terms will cease to be in effect, although Client will still be liable for any amounts due to SpareFoot incurred during the effective period.

Exhibit B: SpareFoot SiteBuilder Supplemental Terms

B1. Effectiveness of Terms

These Supplemental Terms (“Supplemental Terms”), together with SpareFoot Terms of Service, explain the contractual agreement between SpareFoot and Client with respect to Client’s procurement of the SpareFoot SiteBuilder Service. These Supplemental Terms are effective as of the date of SiteBuilder Service activation by SpareFoot, based on Client request. SpareFoot reserves the right to deny activation of the Service at its sole discretion.

B2. Service

  1. SpareFoot will build and host a dedicated website for Client’s storage facilities.
  2. SpareFoot will allow consumers to reserve units in Client’s facilities via the dedicated website.
  3. SpareFoot will allow Client to maintain website content via the my.sparefoot.com website.
  4. SpareFoot will obtain vacant inventory information from Client’s storage management software provider, or if no software integration is available Client can provide and maintain their inventory information via the my.sparefoot.com website.

B3. Pricing and Payment Terms:

Implementation Fee

No fee

Transaction Fee

No fee for reservations or move-ins processed

Subscription Fee

$75 per month per storage facility, invoiced monthly by SpareFoot, in advance

Fee Waivers

First 30 days after service activation is free (Client not billed for this period)

B4. Service Deactivation

SpareFoot reserves the right to deactivate the SiteBuilder Service without notice based on Late Payment, as described in section 4.3, or if it believes that Client is in violation of the Agreement or the SiteBuilder Supplemental Terms. Client can voluntarily deactivate the SiteBuilder Service without terminating the Agreement by written request to support@sparefoot.com, allowing 30 days for the hosted site to be removed. On request for deactivation, SiteBuilder Supplemental Terms will cease to be in effect, although Client will still be liable for any amounts due to SpareFoot incurred during the effective period.

Exhibit C: SpareFoot GeoPages Supplemental Terms

C1. Effectiveness of Terms

These Supplemental Terms (“Supplemental Terms”), together with SpareFoot Terms of Service, explain the contractual agreement between SpareFoot and Client with respect to Client’s procurement of the SpareFoot GeoPages Service. These Supplemental Terms are effective as of the date of GeoPages Service activation by SpareFoot, based on Client request. For clarity, the Service is considered active once the first listing is published in applicable search engines and/or directory sites. SpareFoot reserves the right to deny activation of the Service at its sole discretion.

C2. Service

  1. SpareFoot will insert local listings into applicable search engines and directory sites for each facility desired by Client.
  2. SpareFoot will build and host a dedicated webpage for each listed Client facility and direct web traffic from the local listing to the dedicated webpage.
  3. SpareFoot will allow consumers to reserve units in Client’s facilities via the dedicated webpage(s).
  4. SpareFoot will allow Client to access GeoPages reservation and call information via my.sparefoot.com.
  5. SpareFoot will obtain vacant inventory information from Client’s storage management software provider, or if no software integration is available Client can provide and maintain their inventory information via the my.sparefoot.com website.

C3. Pricing and Payment Terms:

Implementation Fee

No fee

Transaction Fee

No fee for reservations or move-ins

Subscription Fee

$50 per month, per facility, invoiced monthly by SpareFoot, in advance

Fee Waivers

Subscription fee is refundable if service cancelled in first 30 days

C4. Service Deactivation

SpareFoot reserves the right to deactivate the GeoPages Service without notice based on Late Payment, as described in section 4.3, or if it believes that Client is in violation of the Agreement or the GeoPages Supplemental Terms. Client can voluntarily deactivate the GeoPages Service without terminating the Agreement by written request to support@sparefoot.com, allowing 30 days for the changes to take effect. On deactivation, GeoPages Supplemental Terms will cease to be in effect, although Client will still be liable for any amounts due to SpareFoot incurred during the effective period.

Exhibit C: SpareFoot Booking Widget Supplemental Terms

C1. Effectiveness of Terms

These Supplemental Terms (“Supplemental Terms”), together with SpareFoot Terms of Service, explain the contractual agreement between SpareFoot and Client with respect to Client’s procurement of the SpareFoot Booking Widget Service. These Supplemental Terms are effective as of the date of Booking Widget Service activation by SpareFoot, based on Client request. For clarity, the Service is considered active once the Booking Widget is published on one or more Client websites. SpareFoot reserves the right to deny activation of the Service at its sole discretion.

C2. Service

  1. SpareFoot will make available software for Client to publish one or more Booking Widgets on Client owned website(s).
  2. The SpareFoot Booking Widget allows consumers to reserve units in Client’s facilities, directly from Client’s website(s), as enabled by Client.
  3. SpareFoot will allow Client to access Booking Widget reservation information via my.sparefoot.com.
  4. SpareFoot will obtain vacant inventory information from Client’s storage management software provider, or if no software integration is available Client can provide and maintain their inventory information via the my.sparefoot.com website.

C3. Pricing and Payment Terms:

Implementation Fee

No fee

Transaction Fee

No fee for reservations or move-ins

Subscription Fee

No fee

C4. Service Deactivation

SpareFoot reserves the right to deactivate the Booking Widget Service without notice based on Late Payment, as described in section 4.3, or if it believes that Client is in violation of the Agreement or the Booking Widget Supplemental Terms. Client can voluntarily deactivate the Booking Widget Service by removing the Booking Widget software from their website(s). On deactivation, GeoPages Supplemental Terms will cease to be in effect.

C5. Software Warranty

The Booking Widget software is provided as-is, with all provisions of section 6. in force.

Exhibit D: SpareFoot Insights Supplemental Terms

D1. Effectiveness of Terms

These Supplemental Terms (“Supplemental Terms”), together with SpareFoot Terms of Service, explain the contractual agreement between SpareFoot and Client with respect to Client’s procurement of the SpareFoot Insights Service. These Supplemental Terms are effective as of the date of Insights Service activation by SpareFoot, based on Client request. SpareFoot reserves the right to deny activation of the Service at its sole discretion, refunding any advance payment for the Service, if applicable.

D2. Service

  1. SpareFoot will make available to client via my.sparefoot.com reports on average regional self storage pricing specific to each of clients facilities where service is activated.
  2. SpareFoot will allow client to access, view, and download reports for the duration of service activation.
  3. SpareFoot reports will consist of historical monthly data accumulated for the duration of service activation.

D3. Pricing and Payment Terms:

Setup Fee

No fee

Subscription Fee

$50 per month, per facility, in advance

Fee Waivers

Free with $50 per facility subscription to AdNetwork

D4. Service Deactivation

SpareFoot reserves the right to deactivate the Insights Service without notice based on Late Payment, as described in section 4.3, or if it believes that Client is in violation of the Agreement or the Insights Supplemental Terms. Client can voluntarily deactivate the Insights Service without terminating the Agreement by written request to support@sparefoot.com. Deactivation will occur at the end of the calendar month when notice is received. On deactivation of the Service, the Insights Supplemental Terms will cease to be in effect, although Client will still be liable for any amounts due to SpareFoot incurred during the effective period.

D5. Data Warranty

Data reports are provided as-is, and SpareFoot does not warrant its accuracy or suitability for any specific purpose.

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