1.1 “User”

Any individual who is in contact with the Services, whether registered or not. All Users are bound by these Terms & Conditions, whether registered or not.

1.2 “Registered User”

Any individual who has contacted the Services, provided the required information and completed the steps necessary to create an account.

1.3 “Driver”

Any Registered User who uses the Services to seek parking space, request to utilize parking space, or complete an exchange of funds with OrangeCone or an Owner for use of property.

1.4 “Owner”

Any Registered User who uses the Services to List a parking space legally allowed to Reserve, or is at the receiving end of an exchange of funds with OrangeCone or a Driver for allowing the use of property.

1.5 “Listing”

A property which has been input into the Services and offered by an Owner for Drivers to utilize.

1.6 “Reservation”

An agreement between an Owner and Driver to utilize an Owner's offered Listing for a period of time, and the period of time during which a User’s vehicle is physically present on another User’s property as authorized by the agreement between Owner and Driver.

1.7 “Driver Services”

The Driver Services are defined as all the tools and features provided to Users for the purposes of searching for, browsing, comparing, requesting or reserving parking spaces listed by other OrangeCone users as well as those tools/features provided for the purposes of managing, facilitating, editing and carrying out reservations, including payment processing, coupon redemption, messaging between users, archiving and tracking of past reservations and reservation activity for the purposes of granting User statuses or conducting loyalty programs, rating and reviewing of other users and their provided spaces and publishing of these ratings and reviews for use by other users, favorite listings, managing of vehicles and payment methods.

1.8 “Owner Services”

The Owner Services are defined as all tools and features provided to Users for the purposes of listing and offering property for rent to other OrangeCone Users for temporary vehicle parking. The Owner Services includes all tools/features provided for the purposes of managing and editing listing details and listing availability as well as all tools/features provided for the purposes of managing, facilitating, editing and carrying out reservations including payment processing and payout/distribution of funds to Owners, messaging between users, archiving and tracking of past reservations and reservation requests, tracking of Owner activity and Owner performance for the purpose of granting Owner statuses, rating of Drivers publishing of these ratings for use by other users, managing of payment methods.

2.1 Space Reservation.

OrangeCone provides the Driver Services to Users for the sole purposes of providing Users information on the location and apparent availability of parking and assisting them in securing parking at participating third-party parking locations, including but not limited to private driveways, private garages, and private lots. In response to a User’s online request for a Reservation through the OrangeCone Site or the OrangeCone Application, the User communicates directly with the applicable individual holding or operating said space (the Owner of the Listing) regarding such reservation request. The availability of reservations is determined at the time of a User’s query, and OrangeCone makes no representation or warranty regarding the accuracy of any data (including, but not limited to, Reservation availability data) received from any Owner. Each Owner is an independent third party and is not under the control of OrangeCone. OrangeCone is NOT a guarantor, an agent, or otherwise affiliated with any Owner. You acknowledge that each Owner may have its own policies, terms, and conditions. Once a reservation request is made by a User through the OrangeCone Site or any OrangeCone Application, the Owner with such space will provide confirmation of the Reservation to such User either by pre-authorizing the Services to auto accept all reservation requests within specified hours and specified days, or by manual approval at the time of request. By using the Reservation Services, you agree to receive reservation confirmations by OrangeCone messaging after requesting a Reservation through the Reservation Services. You may terminate your Registration as per the Cancellation Policy, as provided below Section 2.6.

In furtherance of (and not in any limitation of) the above, you hereby acknowledge and agree that notwithstanding the assistance that the Reservation Services provide to you in locating and reserving parking, the ultimate decision to utilize the parking information provided by the Reservation Services and to park at any location remains yours and yours alone, and you hereby agree to assume any risk inherent in utilizing the Reservation Services and/or deciding to actually park at any location. For avoidance of doubt, OrangeCone does not in any way provide parking services or any kind or operate any parking locations.

FURTHER, ORANGECONE ASSUMES NO RESPONSIBILITY OR LIABILITY FOR

2.2 Calculation of Parking Rates; Payment Authorization; Taxes.

You acknowledge that OrangeCone does not determine parking rates with Owners to facilitate the booking of Reservations. The parking rate displayed on the OrangeCone Site or OrangeCone Application is determined solely by the Owner and OrangeCone’s fees are either:

whichever of the two being greater.

You agree to pay in full the price displayed on the Services for the total reservation price, which includes the parking rate plus, where applicable, service fees, and taxes at the time of your reservation request.

All Reservations and other transactions consummated through the OrangeCone Site or an OrangeCone Application, subject to deduction of OrangeCone fees, will be retrievable by the relevant Owner. Once payment has been deducted from a User, any new terms will constitute a separate agreement with that relevant Owner. You acknowledge and confirm that you are authorized and permitted to use any credit card or PayPal, Inc. (“PayPal”) account that you register on the OrangeCone Site or a OrangeCone Application. When you fund a transaction, you agree that OrangeCone is not in any way responsible or liable for the transaction. You acknowledge that OrangeCone does not collect taxes for remittance to applicable taxing authorities. The Owners are solely responsible for remitting applicable taxes to the applicable taxing jurisdictions.

2.3 Prices.

The price of a parking reservation will be determined by the Owner with the legal right to reserve said private location. Prices at each private location may change from time to time and at any time, but any such changes will not affect bookings already accepted by a OrangeCone Application. Despite OrangeCone’s best efforts, some of the parking listed on the Services may be incorrectly priced. OrangeCone is under no obligation to fulfill a Reservation, even after you have been sent confirmation of your Reservation. We do not guarantee that pricing for Reservations will be the best available at the time of reservation or reservation request.

2.4 Privacy Policy

OrangeCone is committed to helping you safeguard your privacy online. Each User must review our OrangeCone Privacy Policy for details about how we collect and use information about the use of OrangeCone’s Services.

2.5 Usage Guidelines.

User agrees to use the Driver Services only to book Reservations for User’s own use. Resale or attempted resale of Reservations is grounds for, among other things, cancellation of your Reservations and termination of your access to the Services. OrangeCone expressly reserves all its rights and remedies under applicable state and federal laws. OrangeCone reserves the right, in its sole discretion, to refuse service, terminate User accounts, remove or edit content, or cancel Reservations. User also agrees not to contact or attempt to contact Owners by means other than the Services with intent to conduct a rental transaction for a property listed with the Services. You also agree not to use the Services to solicit or offer other users goods or services of any kind beyond reserving and renting parking spaces.

2.6 Cancellations and Violations.

By requesting a Reservation, you are agreeing to pay the rate published at that time for the requested period. If you later choose to cancel the Reservation, you agree to be subject to the OrangeCone Cancellation Policy which is subject to change without notice. You may also receive penalties for failure to remove your vehicle from an Owner’s property by the end of the reservation period. Penalties for cancellation or failure to vacate a property at the agreed upon time may include, but are not limited to, cash fines to be paid immediately, account suspensions, and negative reviews posted publicly on the Services in association with your account, which will inform and warn other Users of your cancellation or failure to vacate at the agreed upon time. By registering your payment information with the Services, you agree to allow OrangeCone to automatically charge in accordance with these policies. The fees and fines charged may vary.
The OrangeCone Cancellation Policy is expressly incorporated herein, by reference, in Section 4.7.

2.7 Damage to Person or Property.

By consenting to these Terms & Conditions you acknowledge that when you enter into a rental agreement with a Owner you are choosing to enter the property offered by the Owner for parking at your own discretion. By agreeing to these terms, you acknowledge that OrangeCone is not the owner or operator of any property available for rent via the Services and is not responsible for any damage or loss to property or person that may occur while you are on the Owner’s property or engaged in a Reservation with the Owner. All parking transactions are entered into at your own risk. We cannot and do not guarantee in any way the security of your vehicle or its contents. It is your responsibility to ensure that your vehicle is properly secured. If your vehicle is damaged while on an Owner’s property, you agree to first attempt to resolve the matter with the Owner. If the matter cannot be resolved through direct contact with the Owner, you may contact OrangeCone customer service to record your case so that we can assess the situation and offer recourse where OrangeCone, in its sole discretion, deems such necessary. If your vehicle is stolen, contact the police and your insurance provider immediately. OrangeCone does not provide any insurance coverage to a User at any time.

BY AGREEING TO THESE TERMS & CONDITIONS YOU, THE DRIVER, ACKNOWLEDGE THAT YOU HAVE MET THE MINIMUM CRITERIA FOR VEHICLE INSURANCE COVERAGE, AS REQUIRED BY LAW IN YOUR STATE, OR THAT YOU HAVE MET ANY ALTERNATIVE FINANCIAL RESPONSIBILITY REQUIREMENTS LAID OUT BY YOUR STATE FOR LEGAL OWNERSHIP AND OPERATION OF THE CAR WITH WHICH YOU ARE PARKING.

2.8 Payment Escrow and Distribution.

All funds paid by you for the use of a Owner’s property will be held in an escrow account by Braintree Payments, LLC. The Owner will be able to retrieve the payment once it has been deposited in the escrow account. You will have the opportunity to contact OrangeCone and alert them of any issues you may have experienced leading up to or during the Reservation that you consider tantamount to a failure on the part of the Owner to deliver what was promised or represented. We will adjudicate such matters at our sole discretion, and at our sole discretion may or may not elect to refund charges to your account or withhold distribution of parking charges, if not retrieved, indefinitely while we investigate the matter. If we have not received a formal complaint from you detailing your complaint and why you feel the service received was unsatisfactory within a 7-day window, any right to receive a refund or any financial recourse in regards to that specific Reservation will expire. OrangeCone uses PayPal, Inc. for payment processing services. By using the Braintree Payments’ payment processing services you agree to the Braintree Payment Services Agreement and the applicable bank agreement, both of which are available at https://www.braintreepayments.com/legal.

3.1 Appointment as Agent.

By creating a Listing in the Services and becoming a Owner, you appoint OrangeCone as your agent for the purposes of connecting your offered space with Drivers in need of parking services and forming binding agreements between you and Drivers using the Services. You also appoint as your agent for the collection and distribution of your rental fees and you agree to pay a fee to OrangeCone for every rental transaction for these services.

3.2 Legal Right to Rent Property

OrangeCone provides tools and features that enable Owners to list and rent their property for parking use. By using the Services to list an available parking space for rent, you are attesting that you are the legal owner/operator of the property being offered or have obtained the right to rent out the property. It is your responsibility to be aware of and abide by all local laws, codes, or Homeowner Association (“HOA”) and neighborhood policies. OrangeCone is no way responsible for any repercussions stemming from your failure to make yourself aware of and abide by your local laws and regulations.

3.3 Honoring of Reservations, Cancellations & Penalties.

All Owners can avail the opportunity to approve or decline reservation requests from Users, whether manually at the time of request or by pre-authorizing OrangeCone to automatically approve all requests for the period of the time that the listing is available. Once you have approved a reservation request, you must honor the request. If you choose to cancel an approved request you agree to be subject to the OrangeCone Cancellation Policy which is subject to change at OrangeCone’s sole discretion. You also agree that OrangeCone may assess penalties for failure to deliver a reserved parking space to another User. Penalties may include but are not limited to, account suspensions and negative reviews posted publicly on the Services in association with your account, which will inform and warn other Users of your cancellation or failure to deliver a reserved parking space.
The OrangeCone Cancellation Policy is expressly incorporated herein, by reference, in Section 4.7.

3.4 Payment Escrow, Distribution, and Chargebacks.

All funds paid by Drivers for the use of your property will be held in an escrow account by Braintree Payments, LLC. You will be able to retrieve the payment once it has been deposited in the escrow account. Drivers will have the opportunity to contact OrangeCone and alert them of any issues they may have experienced leading up to or during the Reservation that they consider tantamount to a failure on the part of the Owner to deliver what was promised or represented. We will adjudicate such matters at our sole discretion, and at our sole discretion may or may not elect to refund charges to you or withhold distribution of parking charges, if not retrieved, indefinitely while we investigate the matter. If we have not received a formal complaint from Driver detailing their complaint and why they feel the service received was unsatisfactory within a 7-day window, any right to receive a refund or any financial recourse in regards to that specific Reservation will expire. We may also elect to garnish or withhold future parking distributions owed to you for reasons that may include but are not limited to, reimbursement of Driver chargebacks, when the chargeback was directly correlated to a Reservation carried out on your Listing. OrangeCone uses PayPal, Inc. for payment processing services. By using the Braintree Payments’ payment processing services you agree to the Braintree Payment Services Agreement and the applicable bank agreement, both of which are available at https://www.braintreepayments.com/legal.

3.5 Usage Guidelines.

As an Owner you agree not to contact or attempt to contact Drivers with intent to conduct a rental transaction in relation to a property that you have listed with the Services by means other than the Services. You also agree not to use the Services to solicit or offer other Users goods or services of any kind beyond reservation and rental of parking spaces.

3.6 Damage to Person or Property.

By consenting to these Terms & Conditions you acknowledge that when you enter into a rental agreement with a Driver you are voluntarily granting the renting party consent to enter your property or a property which you have been licensed to operate. Wherever possible OrangeCone will take steps to ensure that users and their property are safe from damage or harm, but by agreeing to these terms, you acknowledge that OrangeCone is not responsible for any damage or loss to property or person that may occur while OrangeCone users are on your property or engaged in a parking reservation with you. All parking transactions are entered into at your own risk. We cannot and do not guarantee in any way the security or safety of your property. It is your responsibility to ensure that your property is properly secured. If your property is damaged by another OrangeCone user, you agree to first attempt to resolve the matter with the user. If the matter cannot be resolved through direct contact with the user, you may contact OrangeCone Customer service to record your case so that we can assess the situation and offer recourse where possible and where we deem necessary. OrangeCone does not provide any insurance coverage to any User at any time. You are solely responsible for obtaining the required insurance coverage necessary to rent out your property for use by others.

BY AGREEING TO THESE TERMS & CONDITIONS, THE DRIVER ACKNOWLEDGES THAT THEY HAVE MET THE MINIMUM CRITERIA FOR VEHICLE INSURANCE COVERAGE, AS REQUIRED BY LAW IN YOUR STATE, OR THAT YOU HAVE MET ANY ALTERNATIVE FINANCIAL RESPONSIBILITY REQUIREMENTS LAID OUT BY YOUR STATE FOR LEGAL OWNERSHIP AND OPERATION OF THE CAR THAT YOU ARE PARKING WITH.

4.1 Access to the Services.

At present the Services are free to access, but in order to access a majority of the features offered in the Services, you will be required to submit basic personal information.

4.2 Your Account.

You are required to create an account with OrangeCone through the OrangeCone Site or OrangeCone Application (“Account”) in order to use the Reservation Services. You are not permitted to register or maintain more than one (1) Account. We reserve the right to suspend or delete your Accounts if we believe that you are maintaining multiple Accounts or believe you have breached these Terms & Conditions in any way. When registering for an Account, you must provide true, accurate, current and complete data about yourself on the OrangeCone registration form. You agree that you will not falsify any information about your identity, or impersonate another identity, or create an account with a fictitious identity. You also agree to promptly update your Account data to keep it true, accurate, current, and complete. You are solely responsible for maintaining the confidentiality of your Account and the information in your Account, and you are solely responsible for all use of your Account, whether or not authorized by you. You agree to immediately notify OrangeCone of any unauthorized use of your Account or any other breach of security related to your use of the Services. OrangeCone will not be liable for any misuse or unauthorized access to any User’s Account.

4.3 Communications from OrangeCone.

By accepting these Terms & Conditions you agree to receive communications from OrangeCone and the Services. The OrangeCone Applications may use GPS locator capabilities to identify your location at the time of use. OrangeCone may send you SMS text messages to provide you information regarding the Services or as otherwise described in our OrangeCone Privacy Policy. You hereby consent to receiving such SMS text messages and are responsible for any associated charges from your cellular provider. The communication standards for the Services include, but are not limited to: Email, SMS, in-app messaging, and web-based browser technology. In order to use the OrangeCone Applications, you must maintain an active account with a carrier of electronic communications through mobile devices and you may not use a prepaid cellular phone to access the Services.

4.4 User-Generated Content.

The Services provide a platform for Users to create and publish content of their creation. By publishing and displaying content of any kind on the OrangeCone Site or through the OrangeCone Applications you thereby assign and transfer copyright, and all other rights to such content, to OrangeCone. For the avoidance of doubt we are permitted to use any content posted by you to the Services for any of our business purposes. This right will still apply after the termination of your registration or membership. You may not use the Services for any unlawful purpose or any purpose that violates any local policies, or to publish any content that may, at OrangeCone’s sole discretion, be deemed offensive, inaccurate, misleading, defamatory, fraudulent, or illegal. Users are not entitled to publish any content that could be construed as an advertisement or offer for anything other than parking spaces that fall within this set of Terms & Conditions. OrangeCone reserves the right to remove any content from the Services at any time at our sole discretion and without notice.

4.5 Promotional Uses.

By accepting these Terms & Conditions you agree to allow OrangeCone to use any of your quotes, photos or videos pertaining to OrangeCone, including images and videos of you, as part of OrangeCone’s media and promotional outreach.

4.6 Complaints and Disputes Between Users.

In the case of a dispute between you and another User, you agree that you will first attempt to resolve the matter through direct communication, through the Services, with the User.

In the event that the dispute cannot be resolved through direct communication, you may file a complaint and request that OrangeCone assist in resolving the matter. By doing so you authorize OrangeCone to deal with the dispute or complaint as we deem appropriate. OrangeCone will have the right to suspend, temporarily or permanently, the account of any User.

4.7 Cancellation Policy 4.8 Referral programs and promotional offers.

OrangeCone may choose to offer limited-time promotional offers or referral rewards programs. In order to be eligible for referral rewards, the Users referred by you must be brand new unregistered Users of the Services. They must also use the exact code given them by you to redeem an introductory offer or must sign up using the email or phone number with which you invited them. They must also complete a transaction as an Owner or Driver before you can be eligible to receive rewards. The rewards offered may be changed by OrangeCone at any time without notice. All promotional offers, coupon codes, introductory offers, account credits, or rewards may be changed, revoked, denied, or cancelled at any time without any notice and at OrangeCone’s discretion, whether already granted to the User or not yet accrued.

4.9 OrangeCone Promo Code Terms and Conditions.

Any OrangeCone promotional code or coupon in any form (the “Code”) issued by OrangeCone is subject to the following terms and conditions (“Promo Terms”). Your receipt and/or redemption of the Code constitute acceptance of and agreement with these Promo Terms. Other terms and conditions may apply to use of the OrangeCone Services. Specifically, without limitation, access to and use of the Service is subject to the OrangeCone Terms & Conditions. The Code is only redeemable on the Services. A Code can be used only once and only one Code may be used per transaction. Codes are void if not obtained through authorized, legitimate channels, or if any part of the code is altered, duplicated, forged, counterfeited, or tampered with in any way or do not contain proper security devices (a “Nonconforming Code”). Any attempt to obtain or generate multiple Codes and/or nonconforming Codes and/or to use multiple names, email addresses, phone numbers, and/or any fraudulent or other non-permissible means to obtain or use Codes, as determined by OrangeCone in its sole discretion, will give OrangeCone the right to void the Code and disqualify the User. The Code has no cash value, and cannot be exchanged for cash or credit, except as required by law (in which case the value of the Code is deemed $0.001). The Code cannot be bought or sold and is void if sold or exchanged for compensation. Any unused value will be forfeited. Codes cannot be used for past purchases of Services or offers. Codes are void where prohibited by law. If a Code is used in violation of these Terms, or if your use of the Code with the Services otherwise violates the Terms & Conditions, OrangeCone reserves the right to:

ORANGECONE AND ITS RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS MAKE NO WARRANTY, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO ANY CODE. YOU HEREBY RELEASE ORANGECONE AND ITS RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS, FROM AND AGAINST ANY AND ALL LIABILITY RELATING TO THESE PROMO TERMS OR THE CODE.

4.10 Technical Requirements.

Use of the Services requires Internet access through your computer or mobile device. You are responsible for all mobile carrier charges resulting from your use of the Services, including from any notifications provided by the Services. OrangeCone does not guarantee that the Services will be compatible with all devices or will be supported by all mobile carriers. You may be required to have JavaScript (or similar technologies) enabled to use the OrangeCone Site, and some features and portions of the OrangeCone Site (including, but not limited to, making, modifying, or canceling Reservations) may not be accessible with JavaScript disabled. The user interface and functionality may not be the same across all platforms and devices. Occasionally, access to the Services may be restricted or blocked to allow for repairs, maintenance, or the introduction of new features. In these cases, we will attempt to restore access as soon as reasonably possible. Any such interruptions to the Service shall not constitute a breach of these terms by OrangeCone. OrangeCone will not be responsible for any failure or inability to make good on an agreement between and yourself and another User caused by a technical difficulty, connection or communication issue, or any interruption of the Services.

4.11 Modifications to Services.

OrangeCone reserves the right, in its sole discretion, to modify the Services from time to time and without any prior notice to User, including, without limitation, removing, adding, or modifying portions of the OrangeCone Site, OrangeCone Applications, and/or availability of certain Listings. OrangeCone shall have no liability to you for any of the foregoing actions. If you have any objections to such changes, your sole recourse shall be to immediately cease using the Services. Continued use of the Services following any such changes shall indicate your acknowledgment of, and consent to, such changes and satisfaction with all the Services.

4.12 Intellectual Property Rights and Grant of Rights to User.

The features, information, and materials provided and depicted through the Services and on the OrangeCone Site and OrangeCone Application are protected by copyright, trademark, patent and other intellectual property laws, and are the sole property of OrangeCone. All text, graphical content, video, data, and other content made available through the Services (collectively, the “OrangeCone Content”) are provided to the User by OrangeCone or its partners or licensors solely to support User’s permitted use of the Services. The OrangeCone Content may be modified from time to time by OrangeCone in its sole discretion and without notice to User. Except as expressly set forth herein, no license, right, or interest is granted to User for any other purpose, and any other use of the Services or the OrangeCone Content by User shall constitute a material breach of these Terms & Conditions. OrangeCone and its partners or licensors retain all rights in and to the Services, OrangeCone Content, and any associated patents, trademarks, copyrights, mask work rights, trade secrets, or other intellectual property rights.

4.13 Application License.

Subject explicitly to these Terms & Conditions, OrangeCone grants User a non-exclusive, non-transferable, revocable license to use the OrangeCone Applications, in object code form only, on User’s compatible devices, solely to facilitate User’s permitted use of the Services. Users grant to OrangeCone a perpetual, royalty free, worldwide license to any improvement to or created from, or derivative works based on the Services.

4.14 Use Restrictions.

The Services and OrangeCone Content are offered solely for User’s personal use for the purposes described in these Terms & Conditions. Any and all other uses are prohibited. You agree not to (and not to allow any third party to):

4.15 Do Not Use While Driving.

You agree, represent, and warrant, so long as you use or access the Services YOU WILL NOT, UNDER ANY CIRCUMSTANCES, ACCESS, VIEW, OR USE THE SERVICES WHILE DRIVING OR OTHERWISE OPERATING A VEHICLE OF ANY KIND (including, without limitation, a car, truck, motorcycle, motor scooter, or bicycle) or operating any dangerous equipment or machinery. You understand that using any handheld device in these circumstances is extremely dangerous, and can result in property damage, physical injuries (including dismemberment), or death. You further agree, represent and warrant, that you will not use or access the Services in any manner that places yourself or any other person at risk of injury, and that you will abide by all traffic laws. While effort is made to assure the accuracy of the information presented to the User, the User is solely responsible for safe driving and for the consequences of decisions as to where to travel, drive, or park. Under no circumstance will any of the OrangeCone and Associated Parties (as defined below) assume any responsibility or liability for the consequences of driving decisions made by Users. You agree that no OrangeCone Party shall be liable for any driving decisions made by you or at your suggestion, or for any damages, injury, or other harm caused by your use of or accessing the Services or OrangeCone Content while driving, operating equipment or machinery, or otherwise in a dangerous and unsuitable manner, and you hereby waive any claims or causes of action you may have, now or in the future, arising from or relating to the same.

IN THE EVENT THAT ANY PARTY NAMES ANY ORANGECONE PARTY AS A DEFENDANT IN A CASE INVOLVING YOUR USE OF THE SERVICES WHILE OPERATING A VEHICLE, YOU AGREE TO INDEMNIFY AND HOLD ANY SUCH ORANGECONE PARTY HARMLESS IN SUCH ACTION.

4.16 Government End Users.

The Service constitute a “commercial item” as defined at 48 C.F.R. 2.101, consisting of “commercial computer software” and “commercial computer software documentation” as such terms are used in 48 C.F.R. 12.212. Consistent with 48 C.F.R. 12.212 and 48 C.F.R. 227.7202-1 through 227.7202-4, all U.S. Government end users of any the Services are licensed only as commercial items and with only those rights that are granted to all other Users pursuant to these Terms & Conditions.

4.17 Export Control.

You may not use, export, or re-export any of the OrangeCone Applications, OrangeCone Content, or other aspects of the Services (or any copy or adaptation of the foregoing) in violation of applicable law, including, without limitation, United States and foreign export laws and regulations. You represent and warrant that you are not located in a country that is subject to a U.S. Government embargo or that has been designated by the U.S. Government as a “terrorist supporting” country and that you are not listed on any U.S. Government list of prohibited or restricted parties.

4.18 Termination.

OrangeCone may suspend your ability to use all or any element of the Services or may terminate these Terms & Conditions effective immediately, without any notice or explanation. Without limiting the foregoing, OrangeCone may suspend your access to the Services if we believe you to be in violation of any part of these Terms & Conditions (including any associated OrangeCone Policies). After any suspension or termination, you may or may not be granted permission to re-establish an Account, and you may lose access to and be unable to use any points accumulated towards any rewards program (if any) in effect at the time. You agree that OrangeCone shall not be liable to you for any termination of these Terms & Conditions or for any effects of any termination of these Terms & Conditions. You are always free to discontinue your use of the Services at any time. You understand that any termination of your Account may involve deletion of any content you stored in your Account for which OrangeCone will have no liability whatsoever.

4.19 Communications, Comments, Reviews and Other Content

The Services may permit you to submit reviews, comments, and ratings; send emails and other communications; and submit suggestions, ideas, comments, questions, or other information for publication and distribution to Users and other third parties (“User Content”). You are solely responsible for all User Content you generate (and for your Account generally). Any such User Content must not be illegal, malicious, threatening, obscene, racist, defamatory, libelous, pornographic, infringing of intellectual property rights, promoting of illegal activity or harm to groups and/or individuals, invasive of privacy, false, inaccurate, or otherwise injurious to third parties (including, but not limited to, any content that is copyrighted or subject to third party proprietary rights, including privacy, publicity, trade secret, etc., unless you are the owner of such rights or have the appropriate permission for their rightful owner to specifically submit such content), or otherwise objectionable, and must not consist of or contain software, computer viruses, commercial solicitation, political campaigning, chain letters, mass mailings, any form of “spam” or references to illegal activity, malpractice, purposeful overcharging, false advertising, or health code violations.

You may not use a false email address, impersonate any person or entity, or otherwise mislead as to the origin of User Content. OrangeCone reserves the right (but has no obligation) to monitor, remove, or edit User Content in OrangeCone’s sole discretion, including if the User Content violates these Terms & Conditions (including any associated OrangeCone Policies), but you acknowledge that OrangeCone may not regularly review submitted User Content. If you do submit User Content, please be aware that unless we indicate otherwise, you grant OrangeCone a nonexclusive, perpetual, royaltyfree, irrevocable, and fully transferable right to use, modify, reproduce, adapt, translate, publish, create derivative works from, distribute, display, and otherwise exploit such content throughout the world in any media. OrangeCone takes no responsibility and assumes no liability for any User Content submitted by you or any other User or third party.

You agree to indemnify and hold any OrangeCone Party harmless in the event OrangeCone is named as a defendant in an action related to your User Content and you hereby affirm that we have the right to determine whether any of your User Content submissions are appropriate and comply with these Terms & Conditions, to remove any and/or all of your submissions, and to terminate your Account with or without prior notice. You understand and agree that any liability, loss, or damage that occurs as a result of any of the use of any User Content that you make available or access through your use of the Services is solely your responsibility.

OrangeCone is not responsible for any public display or misuse of any User Content. OrangeCone does not, and cannot, pre-screen or monitor all User Content; however, at our discretion, we, or technology or agents we employ, may monitor and/or record your interactions with the Services and your submission(s) of User Content.

4.20 Your Representations and Indemnity.

You represent and warrant that you own or otherwise control all of the rights to any User Content submitted by you; that all User Content submitted by you is accurate; and that exploitation of such User Content by OrangeCone and its other Users, partners, and licensees will not violate these Terms & Conditions, cause injury to any person or entity, or infringe any third-party rights (including, without limitation, intellectual property rights and rights of privacy or publicity). You will indemnify, hold harmless, and (at OrangeCone’s request) defend OrangeCone, its affiliates, and its and their representatives, agents, directors, managers, officers, employees, and shareholders (collectively, the “OrangeCone and Associated Parties”) from and against all claims resulting from (a) any User Content submitted by you, (b) your use of the Services or (c) any breach or alleged breach by you of these Terms & Conditions.

4.21 Liability Limitations.

TO THE EXTENT PERMITTED BY LAW, EXCEPT AS EXPRESSLY SPECIFIED BELOW WITH RESPECT TO ORANGECONE GIFT CARDS AND MERCHANT GIFT CARDS, IN NO EVENT SHALL THE ORANGECONE PARTIES BE LIABLE FOR ANY INJURIES, LOSSES, CLAIMS, OR DIRECT DAMAGES OR ANY SPECIAL, EXEMPLARY, PUNITIVE, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND, WHETHER BASED IN CONTRACT, TORT, OR OTHERWISE, AND EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, WHICH ARISE OUT OF OR ARE ANY WAY CONNECTED WITH

4.22 Disclaimer of Warranties. 4.23 Links to and from Third-Party Websites.

The Services may contain hypertext links to and from websites operated by parties other than OrangeCone. Such hypertext links are provided for User’s reference only, and OrangeCone does not control such websites and is not responsible for their content. Neither these third party sites, nor any of the contents thereof or promotions, materials, information, or goods or services available thereon, are in any way investigated, monitored, or checked for accuracy, appropriateness or completeness by OrangeCone. OrangeCone’s inclusion of any hypertext links to/from such websites does not imply any endorsement of the material on such websites or any association with their operators. OrangeCone assumes no liability whatsoever for any such third-party websites or any content, features, products, or services made available through such third-party websites. If you decide to leave the OrangeCone Site or Application, as applicable, and access any such third party sites or to use or install any third-party applications, software or content, you do so at your own risk and you should be aware that our terms and policies no longer govern. You should review the applicable terms and policies, including privacy and data gathering practices, of any site to which you navigate from the OrangeCone Site (or OrangeCone Application) or relating to any applications you use or install from any such site.

4.24 Release.

Owners are solely responsible for their interactions with you and any and all claims, injuries, illnesses, damages, liabilities and costs (“Claims”) suffered by you or any third party as a result of your interaction with or visit to any Owner. YOU HEREBY RELEASE THE ORANGECONE AND ASSOCIATED PARTIES FROM ANY AND ALL SUCH CLAIMS. IN CONNECTION WITH THE FOREGOING, YOU HEREBY WAIVE ANY CIVIL CODE WHICH STATES DIRECTLY OR INDIRECTLY: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH, IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.”

You hereby expressly waive and relinquish all rights and benefits under this section and any law of any jurisdiction of similar effect with respect to the release of any unknown or unsuspected claims you may have against the OrangeCone Parties pertaining to the subject matter of this Section 4.21.

4.25 Notify Us of Infringers.

We will respond to allegations of copyright violations in accordance with the Digital Millennium Copyright Act (“DMCA”). In response to a valid notice (as described below) we will remove any allegedly infringing content from the Services and will take reasonable steps to contact the provider of the removed content so that a counter-notification may be filed. Upon receipt of a valid counter-notification, we will evaluate the counter-notification and determine whether to restore the content in question, unless we receive notice from the notification provider that a legal action has been filed seeking a court order to restrain the alleged infringer from engaging in the infringing activity. If you believe any of the Services violate your copyright, notify our copyright agent in writing. The contact information for our copyright agent is at the bottom of this section.

Copyright infringement notices must:

4.26 Severability.

If any part of these Terms & Conditions is determined to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty disclaimers and liability limitations set forth above, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and Agreement shall continue in effect.

4.27 Assignment.

These Terms & Conditions, and the rights granted and obligations undertaken hereunder, may not be transferred, assigned or delegated in any manner by a User, but may be freely transferred, assigned, or delegated by OrangeCone.

4.28 Waiver.

Any waiver of any provision of these Terms & Conditions, or a delay by any party in the enforcement of any right hereunder, shall neither be construed as a continuing waiver nor create an expectation of non-enforcement of that or any other provision or right.

4.29 Arbitration and Venue.

Any and all controversies, disputes, demands, counts, claims, or causes of action (including the interpretation and scope of this clause) between you and the OrangeCone and Associated Parties or their successors or assigns shall exclusively be settled through binding and confidential arbitration in San Francisco County, California.

The Arbitration shall be subject to the Federal Arbitration Act and not any state arbitration law. The arbitration shall be conducted before one commercial arbitrator, certified by the American Arbitration Association (“AAA”), with substantial experience in resolving commercial contract disputes. As modified by these Terms & Conditions, and unless otherwise agreed upon by the parties in writing, the arbitration will be governed by the AAA’s Commercial Arbitration Rules and, if the arbitrator deems them applicable, the Supplementary Procedures for Consumer Related Disputes (collectively, the “Arbitration Rules and Procedures”).

You and OrangeCone must abide by the following rules:

Notwithstanding the foregoing, either you or OrangeCone may bring an individual action in small claims court. Further, claims of defamation, violation of the Computer Fraud and Abuse Act, and infringement or misappropriation of the other party’s patent, copyright, trademark, or trade secret shall not be subject to this arbitration agreement. Such claims shall be exclusively brought in the state or federal courts located in San Francisco County, California. Additionally, notwithstanding this agreement to arbitrate, either party may seek emergency equitable relief before the state or federal courts located in San Francisco County, California in order to maintain the status quo pending arbitration, and hereby agree to submit to the exclusive personal jurisdiction of the courts located within San Francisco County, California for such purpose. A request for interim measures shall not be deemed a waiver of the right to arbitrate.

With the exception of subparts (a) and (b) in this Section (prohibiting arbitration on a class or collective basis), if any part of this arbitration provision is deemed to be invalid, unenforceable or illegal, or otherwise conflicts with the Rules and Procedures, then the balance of this arbitration provision shall remain in effect and shall be construed in accordance with its terms as if the invalid, unenforceable, illegal or conflicting part was not contained herein. If, however, either subpart (a) or (b) is found to be invalid, unenforceable or illegal, then the entirety of this arbitration provision shall be null and void, and neither you nor OrangeCone shall be entitled to arbitration. If for any reason a claim proceeds in court rather than in arbitration, the dispute shall be exclusively brought in state or federal court located in San Francisco County, California.

For more information on AAA, the Rules and Procedures, or the process for filing an arbitration claim, you may call AAA at 800-778-7879 or visit the AAA website at http://www.adr.org.

4.30 Choice of Law.

The Services are operated by a U.S. entity, and these Terms & Conditions is made under and shall be governed by and construed in accordance with the laws of the State of California, consistent with the Federal Arbitration Act, without giving effect to any principles that provide for the application of the law of another jurisdiction.

4.31 General Terms.

You agree that no joint venture, partnership, or employment relationship exists between you and any of the OrangeCone Parties as a result of agreeing to these Terms & Conditions or use of the Services. Further, no joint venture, partnership, or employment relationship exists between any of the OrangeCone Parties and any Owner. Our performance of these Terms & Conditions is subject to existing laws and legal process, and nothing contained in these Terms & Conditions limits our right to comply with law enforcement or other governmental or legal requests or requirements relating to your use of the Services or information provided to or gathered by us with respect to such use. A printed version of these Terms & Conditions and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to these Terms & Conditions to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. Fictitious names of companies, products, people, characters, and/or data mentioned within the Services are not intended to represent any real individual, company, product, or event. Any rights not expressly granted herein are expressly reserved.

4.32 ACKNOWLEDGEMENT. 4.33 Entire Agreement.

Notwithstanding any agreements or terms expressly incorporated by reference in these Terms & Conditions, these Terms & Conditions constitutes the entire agreement between the parties. These Terms & Conditions (as it may from time to time be amended, restated, or otherwise modified) supersedes any prior agreements, understandings, or negotiations, whether written or oral.