SpareFoot, Inc. Terms of Service
Last Updated: July 1, 2022
These Terms of Service (this “Agreement”) explain the agreement between SpareFoot, Inc. (“SpareFoot”) and you, a self-storage facility owner or operator (“Client”). This Agreement is made to be effective as of the date you agree to receive Services (as defied herein) from SpareFoot (the “Effective Date”). This Agreement and your order form governs the terms and conditions pursuant to which SpareFoot will provide you with access to certain services described in Section 1 below (each, a “Service” and collectively, the “Services”). By your electronic acknowledgement of this Agreement or by your continued use of the Services, you, on behalf of yourself and, if applicable, your organization, 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 email us at [email protected].
In consideration of the mutual promises contained herein, the parties agree as follows:
1. Background
SpareFoot is a provider of multiple Services, including but not limited to the SpareFoot AdNetwork Service (“AdNetwork”), the SpareFoot SiteBuilder Service (“SiteBuilder”), and the SpareFoot Booking Widget (“Booking Widget”). 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 linked 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.
2.4 Customer Reviews. In connection with the Service, client's customers may submit reviews of Client facilities via SpareFoot's website, by survey or otherwise. Client acknowledges SpareFoot's right to publish reviews concerning Client's facilities and that reviews submitted to SpareFoot and posted on its website reflect the opinions and beliefs of the individual reviewers and not of SpareFoot or any of its affiliates, officers, directors or employees. SpareFoot is not responsible and assumes no liability for any reviews, or for any loss or damage related to such reviews. Client may not review Client facilities or any competing facilities. SpareFoot will not necessarily delete valid, negative reviews of any facility or monitor the reviews or related responses, though it reserves the right to do so. Client may post one response to each customer review of its facilities, so long as the response does not violate SpareFoot's Review Terms and Conditions. SpareFoot encourages Client to respond to any negative reviews and identify how it intends to rectify the customers' concerns. If Client believes a review of a Client facility is fraudulent or in violation of SpareFoot's Review Terms and Conditions, Client should contact SpareFoot at [email protected]. If after reviewing the information provided by Client regarding the review, SpareFoot may, but is not required to, remove the review from its website.
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 Fees. Client shall pay SpareFoot the fees, if any, set forth in the Supplemental Terms accepted and agreed to 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 may 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 by Client 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 exclusively 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 provides or creates comments, input, or feedback in connection with the Service(s) (“Feedback”), Client hereby assigns 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 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 or competitive works based on or similar to 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. Client 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”) and grants a non-revocable license to Sparefoot to use such Data as set forth herein. Client shall not include in the Data any personal, sensitive, or private data protected by customer data laws. 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 confidentiality provisions. This includes but is not limited to facility information, unit pricing, unit availability, photos, consumer reviews, and consumer survey responses.
5.4 Confidentiality. Client shall (i) not disclose Confidential Information to any third party, (ii) 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” means 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 the Service manually, or integrate with SpareFoot via an existing software vendor. Software vendors supported by SpareFoot include but are not limited to SiteLink, storEDGE, Easy Storage Solutions, CenterShift, and QuikStor (the “Vendor”). Specific to data available via the agreed Vendor, (the “Database”), Client grants to SpareFoot a non-exclusive, transferable, sub-licensable, 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 and reconcile 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 at any time, effective immediately upon providing notice to Client.
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 shall hold harmless and defend SpareFoot from any claim, action, suit or demand against SpareFoot arising from Client’s failure to comply with this paragraph and shall indemnify SpareFoot for any and all damages, liabilities, costs and expenses related thereto.
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. Unless otherwise specified, any notice required or permitted by this Agreement will be in writing and will be sent by registered or certified mail or 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.
8.5 Modification. SpareFoot may modify any of the terms and conditions contained in this Agreement and/or any Supplemental Terms, at any time in our sole discretion. Notification to Client of any change by e-mail or posting of a change notice on SpareFoot's website, at SpareFoot’s sole option, at least fifteen (15) days prior to effecting such change, will be considered sufficient notice to Client of a modification to the terms and conditions of this Agreement and/or any Supplemental Terms, as applicable. Modifications may include, without limitation, changes in the amount and/or types of fees payable to SpareFoot. IF ANY MODIFICATION IS UNACCEPTABLE TO CLIENT, CLIENT’S SOLE RECOURSE IS TO TERMINATE THIS AGREEMENT AND/OR ANY APPLICABLE SUPPLEMENTAL TERMS. CLIENT’S CONTINUED USE OF THE SERVICES FOLLOWING SPAREFOOT’S POSTING OF A CHANGE NOTICE OR NEW AGREEMENT ON SPAREFOOT’S WEBSITE CONSTITUTES BINDING ACCEPTANCE OF THE CHANGE BY CLIENT.
Any modification of or amendment to this Agreement and/or any Supplemental Terms by Client, or any waiver of any rights under this Agreement and/or any Supplemental Terms by Client, will be effective only if set forth in writing and signed physically or electronically by authorized employees of both parties.
8.6 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.
8.7 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.
8.8 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.
8.9 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.
8.10 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 the SpareFoot Client 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
SpareFoot will make vacant units at Client’s facilities visible on the SpareFoot AdNetwork.
SpareFoot will allow consumers to reserve units in Client’s facilities via the SpareFoot AdNetwork, online and by phone.
SpareFoot will allow Client to maintain information about its facilities via my.sparefoot.com (“Client Portal”).
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 (CPA) | Client shall pay SpareFoot a Transaction Fee per move-in processed for each unit in a facility equal to the price applicable to the unit at the time of reservation, irrespective of any promotions, discounts, or incentives offered to consumers, multiplied by the unit price multiplier (“Bid Modifier”) Client bid on such facility through the Client Portal. SpareFoot may, in its sole discretion, at any time, set minimum and/or maximum unit price multipliers that Client may bid as a Bid Modifier for each facility. In particular, if your facility is not integrated with a Vendor as set forth in Section 5.5, your Transaction Fee is subject to a Move-in Rate Floor or a Required Move-in Rate as communicated to you, as applicable. |
Subscription Fee | $50 per month, invoiced monthly by SpareFoot, in advance |
Billing Statement, Reconciliation and Payment. On or about the first day of each month, SpareFoot will generate and issue a statement (the "AdNetwork Fee Statement") which shall specify the aggregate fees due for such month. Client agrees and acknowledges that SpareFoot may use Client Data in accordance with Section 5.3 for the purpose of identifying Transaction Fees. Client shall have ten (10) days after the date of issuance to review, edit and reconcile the AdNetwork Fee Statement based on Client's own Tenant records and shall provide substantiation for any reduction in the amount specified in the issued AdNetwork Fee Statement upon request. The total amount due for each month shall be locked in at 11:59 PM central time on the 10th of the month, irrespective of whether Client has made edits to the AdNetwork Fee Statement. The applicable amount is payable on the eleventh (11th) day of the applicable month, unless delayed at SpareFoot's discretion, and shall be paid in accordance with Section 4.
Change to Pricing Model. Client's election to change the pricing model for a particular Facility after the Client activates the AdNetwork Service shall be deemed a voluntary deactivation and shall be dealt with as set forth in Section A.4. below.
A4. Service Deactivation
SpareFoot reserves the right to deactivate the AdNetwork Service without notice based on Late Payment, as described in Section 4.3 of the SpareFoot Client Terms of Service, 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 [email protected], 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.
A5. Client Obligations
Client shall not subvert the AdNetwork reservation system by publishing direct contact information on the AdNetwork, or use the AdNetwork in any way that encourages consumers to reserve Client storage units outside of the AdNetwork system. This includes but is not limited to publishing facility phone numbers, email addresses, or website addresses in Client facility descriptions, promotions, or photos.
Exhibit B: SpareFoot SiteBuilder Supplemental Terms
B1. Effectiveness of Terms
These Supplemental Terms (“Supplemental Terms”), together with the SpareFoot Client 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
SpareFoot will build and host a dedicated website for Client’s storage facilities.
SpareFoot will allow consumers to reserve units in Client’s facilities via the dedicated website.
SpareFoot will allow Client to maintain website content via the my.sparefoot.com website.
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 | An amount, per month per storage facility, invoiced monthly by SpareFoot, in advance as set forth on your order form. |
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 of the SpareFoot Client Terms of Service, 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 [email protected], 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 Insights Supplemental Terms
C1. Effectiveness of Terms
These Supplemental Terms (“Supplemental Terms”), together with the SpareFoot Client 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.
C2. Service
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.
SpareFoot will allow client to access, view, and download reports for the duration of service activation.
SpareFoot reports will consist of historical monthly data accumulated for the duration of service activation.
C3. Pricing and Payment Terms
Setup Fee | No fee |
Subscription Fee | An amount, per month per storage facility, invoiced monthly by SpareFoot, in advance as set forth on your order form. |
Fee Waivers | Provided with a per facility subscription to AdNetwork |
C4. Service Deactivation
SpareFoot reserves the right to deactivate the Insights Service without notice based on Late Payment, as described in Section 4.3 of the SpareFoot Client Terms of Service, 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 [email protected]. 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.
C5. Data Warranty
Data reports are provided as-is, and SpareFoot does not warrant accuracy or suitability for any specific purpose.