ADVENTUS SOLUTIONS INC. TERMS OF SERVICE

Effective - July 1st, 2025

BY CREATING AN ACCOUNT, ACCESSING THE SITE, OR USING THE SERVICES, YOU AGREE TO BE BOUND BY ALL PROVISIONS OF THIS AGREEMENT, INCLUDING THE MANDATORY ARBITRATION PROVISION AND CLASS ACTION WAIVER IN SECTION 21, WHICH AFFECT YOUR LEGAL RIGHTS. PLEASE READ THIS AGREEMENT CAREFULLY IN ITS ENTIRETY.

Introduction and Acceptance
Definitions
The Nature of Stackkly’s Role (Marketplace-Only Disclaimer)
Eligibility, Accounts, and Verification
Nondiscrimination
Listings and Host/Partner Obligations
Renter Obligations
Vehicle and Item Identification Requirements
Reservations, Fees, and Payment
Space Assignment, Relocation, and Overstay
Host/Partner Sole Operational Authority
Towing, Booting, Immobilization, and Vehicle Removal (Core Section)
Unauthorized, Unidentified, and Abandoned Vehicles
No Bailment; No Custody; No Possession
No Duty to Monitor, Inspect, or Verify
Liens
Insurance
Assumption of Risk
Disclaimers of Warranties
Limitation of Liability
Indemnification
Dispute Resolution: Arbitration, Jury Waiver, Class Action Waiver
Default and Remedies
Termination
Intellectual Property; Member Content
Privacy
Communications and Notices
Force Majeure
Electronic Acceptance and Recordkeeping
General / Miscellaneous
Companion Document Consistency Statement
Attorney Review Checklist

1. INTRODUCTION AND ACCEPTANCE

1.1 Parties. These Terms of Service (this “Agreement”) are entered into between Adventus Solutions Inc., a Texas corporation d/b/a Stackkly.com (“Stackkly,” “we,” “us,” or “our”), and each person or entity that creates an account, lists a Parking Space, makes a Reservation, or otherwise accesses or uses the Site or Services (“you” or “User”).

1.2 Binding Effect. This Agreement governs (a) your relationship with Stackkly, and (b) as between a Renter and a Host/Partner, establishes the baseline terms of their Reservation, subject to Section 1.4.

1.3 No Agreement Without Acceptance. If you do not agree to every provision of this Agreement, you must not access or use the Site or Services, create an account, list a Parking Space, or make a Reservation.

1.4 Order of Precedence. Where a signed, written Host/Partner Agreement or Rental Agreement directly and expressly conflicts with this Agreement as to the rights and obligations solely between a Host/Partner and a Renter (and not as to any obligation owed to Stackkly), the signed written agreement controls that specific conflict. In all other respects — and in all respects concerning Stackkly’s role, liability, indemnification, and dispute resolution — this Agreement controls and cannot be modified, superseded, or waived by any agreement between a Host/Partner and a Renter to which Stackkly is not a signatory.

1.5 Capitalized Terms. Capitalized terms have the meanings given in Section 2 or elsewhere in this Agreement.

2. DEFINITIONS

“Abandoned Vehicle” means a Vehicle that a Renter has left at a Parking Space after (a) the Renter’s Reservation has terminated or expired, (b) the Renter has been in Default for the period specified in Section 23, or (c) the Host/Partner has provided legally sufficient notice under Applicable Law and the Renter has not removed the Vehicle within the applicable statutory or contractual period.

“Applicable Law” means all federal, state, and local laws, statutes, ordinances, regulations, and orders that apply to a User’s use of the Site, Services, a Parking Space, or a Vehicle, including without limitation towing and vehicle-storage statutes (e.g., Texas Occupations Code Chapter 2308, Texas Transportation Code, and analogous statutes of other states), self-storage lien statutes (e.g., Texas Property Code Chapter 59), and consumer-protection statutes.

“Commercial Vehicle” means any truck, tractor, trailer, semi-trailer, chassis, container, or other commercial equipment.

“Host/Partner” means a Member who lists a Parking Space for Reservation by Renters through the Site or Services. Every reference in this Agreement to “Host” means “Host/Partner.”

“Identifying Information” means, with respect to a Vehicle, its VIN, license plate number, license plate state of issuance, make, model, color, unit or fleet number, trailer number, tractor number, and any other identifier used by Stackkly or a Host/Partner to associate the Vehicle with a Reservation.

“Listing” means a Host/Partner’s posted description of a Parking Space, including any rules, restrictions, or requirements the Host/Partner attaches to it.

“Operational Decision” means any decision or action relating to the physical control, security, access, use, or condition of a Parking Space or a Vehicle located at a Parking Space, including without limitation granting or denying access, assigning or reassigning space, auditing or identifying Vehicles, issuing warnings, booting, immobilizing, towing, relocating, or authorizing the towing, storage, sale, or disposal of a Vehicle.

“Parking Space” or “Space” means the physical area of a Host/Partner’s property offered for the parking or storage of a Vehicle or Stored/Parked Items.

“Platform” means the Stackkly website, mobile applications, application programming interfaces, and related technology.

“Renter” means a Member who reserves a Parking Space through the Site or Services.

“Reservation” means a confirmed transaction, made through the Platform, under which a Renter is granted a temporary, non-exclusive license to use a Host/Partner’s Parking Space, subject to this Agreement.

“Services” means the Platform and all related functionality Stackkly makes available, including customer support, payment processing facilitation, and listing/booking tools.

“Site” means https://www.Stackkly.com and any associated web or mobile applications.

“Stored/Parked Items” means any Vehicle or personal property a Renter places at a Parking Space.

“Towing Company” or “Third-Party Contractor” means any towing, storage, recovery, or impound company, or other third-party service provider, engaged by a Host/Partner, a governmental authority, or a Renter — but never by Stackkly, except where Stackkly expressly engages a contractor at its own sole discretion under Section 23.

“Unauthorized Vehicle” means any Vehicle located at a Parking Space that (a) has no active, confirmed Reservation associated with that Space, (b) has Identifying Information that does not match the Identifying Information on file for the applicable Reservation, or (c) cannot, using commercially reasonable effort by the Host/Partner, be matched to an active Reservation for that Space.

“Vehicle” means any car, truck, van, tractor, trailer, semi-trailer, RV, boat, motorcycle, or other motorized or towable equipment.

3. THE NATURE OF STACKKLY’S ROLE (MARKETPLACE-ONLY DISCLAIMER)

3.1 Technology Platform Only. Stackkly operates solely a technology platform that enables Hosts/Partners and Renters to find one another, communicate, and complete Reservations. STACKKLY IS NOT, AND SHALL NEVER BE CONSTRUED AS, ANY OF THE FOLLOWING: a parking company; a storage company; a yard operator; a property manager; a landlord; a lessor (except solely as to the limited contractual lien described in Section 16, and then only jointly with the Host/Partner as provided therein); a bailee; a warehouseman; a carrier; a towing operator; a tow-authorization agent; a security provider; a custodian; an insurer; a real estate broker or agent; or an escrow agent.

3.2 No Possession or Control. Stackkly never takes physical possession of, custody of, or operational control over any Parking Space or any Vehicle. Stackkly does not operate, staff, patrol, secure, inspect, or maintain any Parking Space.

3.3 No Agency. Except for the limited, specific purposes of (a) processing payments on behalf of a Host/Partner and (b) the narrow Default-remedy assistance described in Section 23, Stackkly does not act as the agent of any Host/Partner or Renter for any purpose, including for purposes of authorizing, ratifying, or directing any Operational Decision. No Host/Partner has actual, implied, or apparent authority to bind Stackkly to any obligation, representation, or promise, and no employee, contractor, or representative of Stackkly has authority to authorize a tow, waive this Agreement, or accept liability on Stackkly’s behalf except in a signed writing from an authorized Stackkly officer.

3.4 Independent Contracting Parties. Hosts/Partners and Renters are independent parties contracting with one another (and separately with Stackkly for platform access). Nothing in this Agreement, a Listing, a Reservation, or any communication through the Platform creates a partnership, joint venture, employment, or agency relationship between Stackkly and any Host/Partner or Renter, or between a Host/Partner and Stackkly with respect to any third-party contractor the Host/Partner engages.

3.5 No Reliance. Users acknowledge that they are not relying, and agree not to rely, on Stackkly to (a) confirm that a Vehicle physically present at a Parking Space matches an active Reservation, (b) prevent or reverse any Operational Decision made by a Host/Partner or a Towing Company, or (c) guarantee that a Vehicle will not be towed, booted, relocated, or otherwise subject to Operational Decisions by a Host/Partner or third party.

4. ELIGIBILITY, ACCOUNTS, AND VERIFICATION

4.1 You must be at least 18 years old and capable of forming a binding contract to use the Site or Services.

4.2 You are solely responsible for the accuracy and currency of all information in your Stackkly Account, including Identifying Information for any Vehicle associated with a Reservation. See Section 8.

4.3 Stackkly may, but has no obligation to, perform identity, background, or ID verification on any User. ANY VERIFICATION STACKKLY PERFORMS OR ELECTS NOT TO PERFORM IS FOR STACKKLY’S OWN INTERNAL RISK-MANAGEMENT PURPOSES ONLY, CREATES NO DUTY TO ANY USER OR THIRD PARTY, AND DOES NOT CONSTITUTE A REPRESENTATION THAT ANY USER’S IDENTITY, VEHICLE INFORMATION, OR RIGHT TO POSSESS A VEHICLE HAS BEEN CONFIRMED.

4.4 You may maintain only one active Stackkly Account.

5. NONDISCRIMINATION

5.1 Compliance with Applicable Law. Stackkly is, at its core, an open community dedicated to connecting people to improve storage and/or parking accessibility. Stackkly welcomes and services an incredibly diverse community, drawing together individuals of different cultures, values, and norms. To remain a Member, you are required to comply with all Applicable Law, whether federal, state, or local, including those relating to diversity and non-discrimination. In addition, you may not:

decline a Renter based on race, color, ethnicity, national origin, religion, sexual orientation, gender identity, or marital status;
impose any different terms or conditions based on race, color, ethnicity, national origin, religion, sexual orientation, gender identity, or marital status;
post any Listing or make any statement that discourages or indicates a preference for or against any Host/Partner or Renter on account of race, color, ethnicity, national origin, religion, sexual orientation, gender identity, or marital status;
decline a Renter based on any actual or perceived disability;
impose any different terms or conditions based on the fact that a Renter has a disability;
substitute your own judgment about whether a Space meets the needs of a Renter with a disability for that of the prospective Renter;
inquire about the existence or severity of a Renter’s disability, or the means used to accommodate any disability, provided that if a potential Renter raises its own disability, a Host/Partner may, and should, discuss with the potential Renter whether the Space meets the potential Renter’s needs;
prohibit or limit the use of mobility devices;
charge more in fees for Renters with disabilities;
post any Listing or make any statement that discourages or indicates a preference for or against any Renter on account of the fact that the Renter has a disability;
refuse to communicate with Renters through accessible means that are available, including relay operators (for people with hearing impairments) and email (for people with vision impairments using screen readers); or
refuse to provide reasonable accommodations, including flexibility when Renters with disabilities request modest changes in house rules, such as bringing an assistance animal that is necessary because of the disability, or using an available parking space near the unit. When a Renter requests such an accommodation, the Host/Partner and the Renter should engage in a dialogue to explore mutually agreeable ways to ensure the Space meets the Renter’s needs.

5.2 When Renters Are Turned Down. Host/Partners should keep in mind that no one likes to be turned down. While a Host/Partner may have, and articulate, lawful and legitimate reasons for turning down a potential Renter, doing so may cause that member of our community to feel unwelcome or excluded. Host/Partners should make every effort to be welcoming to Renters of all backgrounds. Host/Partners who demonstrate a pattern of rejecting Renters from a protected class (even while articulating legitimate reasons) undermine the strength of our community by making potential Renters feel unwelcome, and Stackkly may remove such Host/Partners from the Stackkly platform and/or prohibit their use of the Site and/or Services.

6. LISTINGS AND HOST/PARTNER OBLIGATIONS

6.1 Accuracy. Host/Partner is solely responsible for the truthfulness, accuracy, and completeness of every Listing, including size limits, permitted Vehicle types, access hours, and any Space-specific rules.

6.2 Right to Rent. Host/Partner represents and warrants that it owns, leases, or otherwise has full legal authority to offer the Parking Space, and that doing so does not breach any lease, mortgage, HOA covenant, zoning restriction, or other third-party agreement.

6.3 Sole Responsibility for the Yard. Host/Partner is solely responsible for the physical condition, safety, security, staffing, access control, and day-to-day operation of the Parking Space and the entire property on which it sits. Stackkly has no role in, and no responsibility for, any of the foregoing.

6.4 Insurance. Host/Partner must maintain commercial general liability insurance covering the Parking Space and its operations, and must provide proof of coverage to Stackkly upon request. Failure to do so may result in suspension or termination of the Host/Partner’s account. See Section 17.

6.5 Compliance. Host/Partner is solely responsible for compliance with all Applicable Law governing the operation of the Parking Space, including any towing, storage, and lien statutes applicable in the jurisdiction where the Parking Space is located, and any permit or licensing requirements for operating a commercial parking or towing-adjacent facility.

6.6 Cooperation and Recordkeeping. Host/Partner must maintain, and provide to Stackkly upon request within twenty-four (24) hours, accurate records sufficient to identify which Vehicles are authorized to occupy which Parking Spaces at any given time, including the Identifying Information on file for each active Reservation at that Host/Partner’s property.

6.7 No Delegation of Non-Delegable Duties to Stackkly. Host/Partner acknowledges that its duties to audit, identify, and control access to Vehicles at its property (i) are Host/Partner’s alone, (ii) are not delegated to, shared with, or backstopped by Stackkly in any respect, and (iii) exist independently of whatever Identifying Information Stackkly’s Platform happens to display to Host/Partner.

7. RENTER OBLIGATIONS

7.1 Renter must use the Parking Space only for the lawful parking or storage of the specific Vehicle(s) and items disclosed at the time of booking.

7.2 Renter must comply with all Host/Partner rules stated in the Listing or otherwise communicated in writing.

7.3 Renter must timely pay all Total Fees.

7.4 Renter must vacate the Parking Space at the end of the Reservation term (or upon termination) and remove all Stored/Parked Items.

7.5 Renter is solely responsible for ensuring it retains legal title, registration, or other right to possess and remove any Vehicle it parks at a Space, and for promptly resolving any title, registration, lien, or ownership irregularity (including, without limitation, a Vehicle titled in the name of a deceased relative or third party) before a dispute over the Vehicle’s identity or ownership arises. A Renter’s unresolved title or registration irregularity is not a basis for any claim against Stackkly.

8. VEHICLE AND ITEM IDENTIFICATION REQUIREMENTS

8.1 Renter’s Continuing Duty to Keep Identifying Information Accurate. At the time of booking, Renter must provide complete and accurate Identifying Information for every Vehicle to be parked at the Space. This is a continuing obligation for the full duration of the Reservation. If, at any time during the Reservation, any item of Identifying Information changes or no longer matches what is on file — including but not limited to a change of license plate, a swapped or replaced plate, a change of VIN association, or a change in the Vehicle actually parked at the Space — Renter must update the Identifying Information on the Platform immediately, and in no event later than twenty-four (24) hours after the change occurs or Renter becomes aware of it, whichever is earlier.

8.2 Consequences of Failure to Update. If Renter fails to comply with Section 8.1, Renter bears sole responsibility for any consequence that results, including but not limited to a Host/Partner’s inability to match the Vehicle to an active Reservation, any resulting Operational Decision (including towing), and any resulting fees, penalties, storage charges, or loss of the Vehicle. Stackkly and Host/Partner shall have no liability whatsoever for any consequence arising from a Renter’s failure to keep Identifying Information current.

8.3 No Duty to Reconcile Physical Plates. Neither Stackkly nor Host/Partner has any duty to physically inspect, cross-check, or reconcile the plate, VIN, or other markings actually affixed to a Vehicle against the Identifying Information on file, on any particular schedule or at all. Host/Partner may, but is not required to, conduct periodic yard audits; any audit Host/Partner elects to perform is undertaken at Host/Partner’s sole discretion, for Host/Partner’s own purposes, and creates no duty running to Stackkly, to any Renter, or to any third party.

8.4 Unmatched Vehicles. If a Host/Partner, acting in good faith, cannot reasonably match a Vehicle physically present at a Parking Space to an active Reservation using the Identifying Information then on file — regardless of the reason, including a discrepancy caused by a lost, stolen, swapped, damaged, or altered plate, an unregistered title transfer, a Renter’s failure to update Identifying Information, or any other cause — the Vehicle is deemed an Unauthorized Vehicle under this Agreement, and Host/Partner may treat it as such and take any action described in Sections 11–13, without any obligation to first contact, notify, or obtain confirmation from Stackkly. See Section 13.

8.5 Title and Ownership Discrepancies. If title to a Vehicle is held by a person other than the Renter of record (including a deceased relative, family member, or business entity), Renter is solely responsible for maintaining documentation sufficient to establish Renter’s right to park and later reclaim the Vehicle, and for promptly providing such documentation to the Host/Partner, Stackkly, or any Towing Company upon request. Neither Stackkly nor Host/Partner is responsible for resolving title disputes, and neither has any obligation to release, or to compel a Towing Company to release, a Vehicle where legal ownership or the right to possession is unclear or disputed.

9. RESERVATIONS, FEES, AND PAYMENT

9.1 Nature of a Reservation. A confirmed Reservation grants Renter a temporary, non-exclusive, revocable license to use the assigned Parking Space, subject at all times to Host/Partner’s Operational Authority under Section 11. A Reservation is a license, not a lease, tenancy, or bailment, and does not grant Renter any possessory or property interest in the Parking Space itself.

9.2 ID Verification. Host/Partners and Renters have the right to check each other’s ID and may refuse to complete or may terminate a Reservation based on the results of such ID verification. Stackkly has the right, but not the obligation, to perform the same ID verification on Renters and Host/Partners, using a third-party provider at Stackkly’s discretion. Stackkly is not responsible for the accuracy of any ID verification, and each User releases and holds Stackkly harmless from any liability related to ID verification, including any party’s performance of, or failure to perform, ID verification, and any action taken upon receiving ID verification results.

9.3 Accepting and Declining Reservations. If a Reservation is requested for a Host/Partner’s Space, the Host/Partner must approve or decline the request within forty-eight (48) hours (as determined by Stackkly in its sole discretion), or the request is automatically declined. When a Reservation is requested, Stackkly will share with the Host/Partner the Renter’s name, a disclosure of the items the Renter wishes to store or park, the requested Start Date, and a link to the Renter’s Stackkly Account profile. When a Host/Partner confirms a Reservation, the Space address will be shared with the Renter, and Stackkly will send confirmation by email, text, or other notification.

9.4 Fees. The fees displayed in each Listing include the Space Rent, Service Fees, and Payment Processing Fees, plus applicable taxes (collectively, “Total Fees”). Total Fees are displayed on a daily, weekly, or monthly basis unless otherwise indicated. Space Rent is determined by the Host/Partner, not Stackkly, unless the Host/Partner has opted into Stackkly’s Dynamic Pricing Model. Stackkly charges Renters a Service Fee based on a percentage of Space Rent, and charges Payment Processing Fees to cover merchant services, ACH/direct-deposit processing, and any applicable broker/referral fees. Except as otherwise stated in this Agreement, Service Fees and Payment Processing Fees are non-refundable. Host/Partners authorize Stackkly to deduct applicable payout-processing fees and platform service fees from rental payments, as disclosed in the Host/Partner’s payout summary for each transaction.

9.5 Renter Payment. Each Renter agrees to pay Stackkly the Total Fees for any Reservation the applicable Host/Partner confirms. For Daily and Weekly Reservations, Renter is charged a one-time payment at booking. For Monthly Subscription Reservations, Renter is charged on a recurring basis beginning on the Reservation Start Date; proration is not currently available. By placing a Reservation, Renter expressly authorizes Stackkly, on behalf of the Host/Partner, to collect the Total Fees in the amounts and at the frequency associated with the Reservation type.

9.6 Host/Partner Payout. For Daily and Weekly Reservations, Stackkly will initiate payout of Space Rent to the Host/Partner within three (3) days following the Reservation Start Date. For Monthly Subscription Reservations, payout will be initiated within seven (7) days following the Reservation Start Date. Payouts are made via direct deposit through Stripe or another payout method, less any applicable Host/Partner payout-processing fees.

9.7 Renter Disclosures. Renter agrees to disclose, at the time of booking, all items to be stored/parked, including whether Renter will store any Protected Property (documents or data containing personal information, alcoholic beverages, non-prescribed pharmaceuticals, or firearms) and the name and contact information of any person or entity holding a lien or other security interest in the Stored/Parked Items. Renter must also disclose any Stored/Parked Items that are not Renter’s property. Neither Stackkly nor the Host/Partner is liable for undisclosed items, and Renter accepts liability for any damage caused by undisclosed items. If Renter wishes to store additional items or remove items after booking, Renter must disclose those changes via the Platform and to the Host/Partner directly. Renter agrees to notify Stackkly if Renter is an active-duty member of the United States military.

9.8 Renter Access to Space. The Listing states the times Renter may access the Space; some Host/Partners may provide unlimited access. Unless otherwise agreed in writing, Renter must contact the Host/Partner at least twenty-four (24) hours in advance to request access. Unless the Listing states otherwise, Host/Partner must provide reasonable access upon request and communicate with Renter in a timely manner. Renter is strongly encouraged to keep the Host/Partner informed of any anticipated change affecting the terms of storage or parking, including any change in Identifying Information under Section 8.

9.9 Transporting Stored/Parked Items. Host/Partner is not required to transport or handle Stored/Parked Items, and Stackkly recommends Host/Partner not do so. If a Host/Partner transports or handles Stored/Parked Items, it does so at its own risk. Renter should not leave Vehicle keys with the Host/Partner; if Renter does so, Renter does so at its own risk, and Stackkly is not responsible for any cost, fee, expense, damage, loss, or liability arising from the Host/Partner’s access to keys, including the Host/Partner operating or moving the Vehicle.

9.10 Space Move-Out Duties. At or before the end of the Reservation, Renter must vacate the Space completely, remove all contents and debris, and leave the Space in good “broom clean” condition. Additional fees may apply for delayed removal, as set out in Section 19 (Late Fees & Collections). Once Renter has removed all Stored/Parked Items, left the Space in the required condition, and the Reservation has been canceled, Renter no longer has any right to access or take possession of the Space.

9.11 Cancellation and Refund Policy. If Renter does not cancel a Reservation, or cancels on or after the Start Date, no refund is due for that rental period. ONCE A MONTHLY RENEWAL CHARGE HAS BEEN PROCESSED, IT IS NON-REFUNDABLE. If Renter cancels any day before the Start Date, the rental amount is refunded less any applicable payment-processing fees. Stackkly may, in its sole discretion, halt, pull back, or withhold payouts to a Host/Partner to fund a timely cancellation refund to Renter.

9.12 Reservation Termination by Renter. Renter may terminate a Reservation at any time; the termination date is the last date of the current rental period. Renters are not eligible for a refund or proration for storing less than a full Weekly or Monthly period. It is Renter’s responsibility, not the Host/Partner’s, to terminate the Reservation via the “My Reservations” page once Stored/Parked Items have been removed; a message to the Host/Partner does not terminate a Reservation.

9.13 Reservation Termination by Host/Partner. If a Host/Partner cancels before the Reservation Start Date, there is no charge to either party, and Stackkly will help Renter find an alternative Space. If a Host/Partner terminates on or after the Start Date, the Reservation terminates on the last date of the current Reservation period. Host/Partners who repeatedly terminate Reservations without adequate notice may be subject to additional charges, including removal from the Stackkly community. The Host/Partner is responsible for terminating the Reservation on the Platform, including where the Host/Partner is aware the Renter has permanently removed Stored/Parked Items or never stored/parked items at all. Renter must remove all Stored/Parked Items by the termination date.

9.14 First Month Discount. A first-month discount, when offered by a Host/Partner, applies only to that particular Space and only to Reservations longer than one month. If Renter receives the discount and terminates before being charged for a second month, Renter will be charged the amount of the discount.

9.15 Maximum Stored Items Value. Renter agrees not to store property with a total value exceeding $1,000, and Renter and Stackkly agree that the maximum total value of all Stored Items is deemed not to exceed $1,000. Nothing in this Section constitutes an admission by Stackkly that any Stored/Parked Items have value, nor does it alter the Limitations of Liability in Section 20.

10. SPACE ASSIGNMENT, RELOCATION, AND OVERSTAY

10.1 Assignment Is Not a Guarantee of a Specific Physical Spot. Unless a Listing expressly designates a specific, numbered, or marked spot as the exclusive subject of the Reservation, Renter’s Reservation is for the general category and dimensions of space described in the Listing, and Host/Partner may direct Renter to park in any space within the property that reasonably conforms to the Listing.

10.2 Host/Partner’s Right to Reassign or Relocate. Host/Partner may reassign or request relocation of a Vehicle to a different space within the same property at any time, for operational, safety, or business reasons, upon reasonable notice to Renter under the circumstances. If Host/Partner requests relocation and Renter does not comply within the time specified by Host/Partner, Host/Partner may treat the Vehicle as subject to enforcement, including the remedies in Section 12, without further notice to Renter or Stackkly.

10.3 No Renter Right to Insist on a Specific Spot. A Renter’s informal use of, or Host/Partner’s informal tolerance of a Renter’s use of, a particular physical spot does not create a right to that spot, and does not modify the Reservation. Any dispute about which physical spot a Renter is entitled to occupy is a dispute between Renter and Host/Partner and does not involve Stackkly.

10.4 Overstay. Fees, penalties, and lien/lock-out remedies for overstay are addressed in Section 19 (Late Fees & Collections) and Section 16 (Liens).

11. HOST/PARTNER SOLE OPERATIONAL AUTHORITY

11.1 Exclusive Authority. As between Stackkly, Host/Partner, and Renter, Host/Partner has sole and exclusive authority and responsibility for every Operational Decision relating to its Parking Space and property, including without limitation:

granting, denying, or restricting access to the property or a Space;
assigning, reassigning, or relocating Vehicles within the property;
auditing the property and identifying which Vehicles are authorized;
installing, operating, and monitoring gates, cameras, locks, lighting, fencing, or other security measures;
issuing warnings or notices to Renters regarding Vehicles or conduct;
booting, immobilizing, or restricting movement of any Vehicle;
engaging, instructing, and paying any Towing Company or law-enforcement or governmental authority;
authorizing the towing, impoundment, relocation, storage, or sale of any Vehicle;
determining whether and when a Vehicle is Unauthorized or Abandoned; and
responding to emergencies, hazards, or exigent circumstances at the property.

11.2 Stackkly Exercises No Operational Authority. Stackkly does not perform, direct, supervise, approve, ratify, or review, before or after the fact, any Operational Decision. Stackkly’s Platform may display Identifying Information submitted by Renters to assist Host/Partner in making its own independent Operational Decisions, but that display is a convenience tool only and does not shift responsibility for any Operational Decision to Stackkly, does not constitute a recommendation or instruction by Stackkly, and does not create any duty on Stackkly’s part to ensure the information is current, complete, or accurate at the moment of any audit.

11.3 Host/Partner May Act Without Stackkly’s Involvement or Approval. Host/Partner does not need Stackkly’s approval, authorization, or prior notice to make or execute any Operational Decision, including towing. Host/Partner is encouraged, but is not required, to notify Stackkly promptly after taking a significant Operational Decision such as a tow, so that Stackkly’s customer-support function can assist with communications; Host/Partner’s failure to notify Stackkly does not transfer any liability to Stackkly and does not constitute a breach of this Agreement giving rise to any Renter claim against Stackkly.

11.4 No Stackkly Duty to Reverse or Remedy Operational Decisions. Stackkly has no obligation to reverse, remedy, negotiate, pay for, or otherwise resolve the consequences of any Operational Decision made by a Host/Partner or a Towing Company, including a decision Stackkly, in hindsight, believes was mistaken. Any voluntary assistance Stackkly provides in facilitating communication among Renter, Host/Partner, and a Towing Company, or any voluntary refund, credit, or goodwill payment Stackkly elects to make, is a discretionary courtesy, not required by this Agreement, does not constitute an admission of fault or liability, and does not obligate Stackkly to provide similar assistance in any other instance.

12. TOWING, BOOTING, IMMOBILIZATION, AND VEHICLE REMOVAL

(This is the core operative section addressing the fact pattern that motivated this revision and is intended to be the most protective, most explicit section in the Agreement.)

12.1 Stackkly Does Not Authorize, Supervise, Approve, or Control Towing. Stackkly is never a party to, and never authorizes, supervises, approves, directs, ratifies, or controls, any decision to boot, immobilize, tow, impound, store, or dispose of any Vehicle. Every such decision is made solely by the Host/Partner (or, where applicable, by a governmental or law-enforcement authority acting independently of Stackkly and the Host/Partner).

12.2 Host/Partner’s Sole Discretion to Engage a Towing Company. Host/Partner may select, engage, instruct, and pay any Towing Company of its choosing, in its sole discretion, without Stackkly’s involvement, review, or approval. Stackkly has no relationship, contractual or otherwise, with any Towing Company engaged by a Host/Partner, and no Towing Company is Stackkly’s agent, contractor, or representative for any purpose.

12.3 No Duty to Review Towing Decisions. Stackkly has no duty, before or after a tow occurs, to review, verify, approve, question, or reverse a Host/Partner’s or Towing Company’s determination that a Vehicle is unauthorized, unidentified, abandoned, or otherwise subject to towing.

12.4 No Obligation to Reimburse Towing or Storage Charges. STACKKLY HAS NO OBLIGATION, UNDER THIS AGREEMENT OR OTHERWISE, TO PAY, REIMBURSE, ADVANCE, OR GUARANTEE ANY TOWING FEE, STORAGE FEE, IMPOUND FEE, RELEASE FEE, OR RELATED CHARGE IMPOSED BY ANY TOWING COMPANY OR GOVERNMENTAL AUTHORITY, REGARDLESS OF THE CIRCUMSTANCES GIVING RISE TO THE TOW, INCLUDING A TOW RESULTING FROM A MISTAKEN IDENTIFICATION, A HOST/PARTNER ERROR, OR A THIRD PARTY’S ERROR. Any payment Stackkly elects to make toward such charges in a specific instance is an entirely discretionary, one-time goodwill gesture, does not create a course of dealing, precedent, or obligation, and may be withdrawn as an offer at any time before payment is completed.

12.5 No Obligation to Recover or Release Vehicles. Stackkly has no obligation to recover, negotiate the release of, post bond for, or otherwise take action to obtain the release of a towed, booted, or impounded Vehicle. Any assistance Stackkly’s support staff provides — including contacting a Towing Company, sharing documentation, or attempting to negotiate reduced charges — is a voluntary customer-service courtesy only and does not create a legal duty or obligation on Stackkly’s part, does not constitute legal representation of the Renter or the Host/Partner, and does not waive any provision of this Agreement.

12.6 Allocation of Disputes. Any dispute arising from or relating to a tow, boot, immobilization, relocation, storage, impound, or sale of a Vehicle — including disputes over the propriety of the tow, the amount of fees charged, the condition of the Vehicle, the timeliness or adequacy of notice, or the release of the Vehicle — is solely and exclusively between the applicable Host/Partner, Renter, Towing Company, and/or governmental authority, as applicable. Renter agrees not to bring, and to withdraw if already brought, any such claim against Stackkly, except to the extent the claim is based solely on Stackkly’s own gross negligence or willful misconduct as described in Section 20.

12.7 Assumption of Towing-Related Risk. By making a Reservation, Renter expressly assumes all risk of loss, cost, expense, inconvenience, or damage arising from towing, booting, immobilization, relocation, impoundment, storage, or sale of a Vehicle for any reason, including reasons attributable to mistaken identification, a plate or VIN discrepancy, a title or ownership irregularity, a clerical or administrative error by any party (including Host/Partner), or an action by a governmental or law-enforcement authority. See Section 18.

12.8 Notice Efforts Are the Towing Company’s and Host/Partner’s Responsibility. Any statutory notice to a Vehicle owner, lienholder, or registered owner required by Applicable Law in connection with a tow is the responsibility of the Towing Company and/or Host/Partner, as required by the statute in question, and is never Stackkly’s responsibility. Stackkly’s after-the-fact knowledge or lack of knowledge of a tow does not affect, toll, extend, or excuse compliance with any such statutory notice obligation, and does not create a substitute or additional notice obligation running from Stackkly to any User.

12.9 Emergency Removal. Nothing in this Agreement limits Host/Partner’s or any governmental authority’s right to remove a Vehicle immediately, without prior notice to Renter or Stackkly, where the Vehicle poses a safety hazard, blocks access, or otherwise requires emergency action, as determined by Host/Partner or the relevant authority in its own discretion.

12.10 No Representation Vehicle Will Not Be Towed. STACKKLY MAKES NO REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, THAT A VEHICLE PARKED PURSUANT TO A RESERVATION WILL NOT BE TOWED, BOOTED, RELOCATED, OR OTHERWISE SUBJECTED TO AN OPERATIONAL DECISION BY A HOST/PARTNER OR THIRD PARTY, EVEN WHERE THE RESERVATION IS ACTIVE AND ALL FEES ARE CURRENT.

13. UNAUTHORIZED, UNIDENTIFIED, AND ABANDONED VEHICLES

13.1 Unauthorized Vehicle Defined and Treated. A Vehicle meeting the definition of Unauthorized Vehicle in Section 2 may be treated by Host/Partner as unauthorized for all purposes under this Agreement and Applicable Law, regardless of whether an active, paid Reservation in fact exists, if the Identifying Information available to Host/Partner at the time of its audit or review did not permit Host/Partner, using commercially reasonable effort, to match the Vehicle to that Reservation.

13.2 No Retroactive Liability for Good-Faith Misidentification. Where a Vehicle is later shown to have had a valid, paid Reservation, but was reasonably treated as an Unauthorized Vehicle at the time based on a plate, VIN, or other identifying discrepancy not attributable to Host/Partner’s or Stackkly’s negligence, no liability attaches to Stackkly (and any liability of Host/Partner is governed solely by the Host/Partner’s own conduct and Applicable Law, not by this Agreement).

13.3 Abandoned Property. All Stored/Parked Items and other property left by Renter after a Reservation has terminated are deemed abandoned, and Renter relinquishes all rights to that property. Stackkly and/or Host/Partner may remove and/or dispose of (including by sale) any Stored/Parked Items left or abandoned in the Space after termination, and Renter is responsible for all costs incurred in removing or disposing of that property. Where disposal of an Abandoned Vehicle involves towing or a Towing Company, that towing is governed by, and subject to, Section 12 of this Agreement. Renter waives and releases all claims against Stackkly and Host/Partner arising from the removal or disposal of abandoned property in accordance with this Agreement and Applicable Law.

13.4 Stackkly’s Passive Role. Stackkly’s sole role with respect to Unauthorized or Abandoned Vehicles is to make Identifying Information submitted by Renters available to Host/Partner through the Platform. Stackkly has no independent duty to identify, flag, or notify anyone of a Vehicle that may be unauthorized or abandoned.

14. NO BAILMENT; NO CUSTODY; NO POSSESSION

14.1 Nothing in this Agreement, a Listing, a Reservation, or any communication through the Platform creates a bailment, deposit, or custodial relationship between Stackkly and any User, or between Stackkly and any Vehicle or Stored/Parked Item. Stackkly never takes actual or constructive possession of, control over, or responsibility for the safekeeping of any Vehicle or Stored/Parked Item.

14.2 To the extent a bailment or custodial relationship is found to exist as a matter of law with respect to any Parking Space, such relationship, if any, exists solely between Host/Partner and Renter, and Stackkly is not a party to it.

14.3 Stackkly is not a warehouseman within the meaning of Article 7 of the Uniform Commercial Code or any analogous state statute, and issues no warehouse receipt, document of title, or similar instrument with respect to any Vehicle or Stored/Parked Item.

15. NO DUTY TO MONITOR, INSPECT, OR VERIFY

15.1 Stackkly has no duty to monitor any Parking Space, physically or electronically.

15.2 Stackkly has no duty to audit, inspect, or physically compare Vehicles to Reservation records.

15.3 Stackkly has no duty to identify Vehicles present at a Parking Space.

15.4 Stackkly has no duty to compare or reconcile license plates, VINs, or other Identifying Information against Vehicles physically present at any property.

15.5 Stackkly has no duty to notify any User of a discrepancy in Identifying Information, an audit finding, a tow, a boot, or any other Operational Decision, and any notice Stackkly’s support staff provides on a given occasion is a courtesy and does not establish a duty to do so on any other occasion.

15.6 Stackkly has no duty to prevent, delay, or intervene in any towing, booting, or other Operational Decision, even where Stackkly has actual knowledge that an Operational Decision may be based on mistaken or incomplete information, except that nothing in this Section 15 limits Stackkly’s own liability for its gross negligence or willful misconduct under Section 20.

16. LIENS

16.1 Notice of Lien. By accessing the Site, using the Services, and completing any Reservation for storage and/or parking of Stored/Parked Items in a Space, you consent to the creation of a lien on the Stored/Parked Items and any other personal property stored/parked in the Space, in favor of Stackkly and the applicable Host/Partner (the “Lien”).

16.2 Attachment and Duration. The Lien attaches to the Stored/Parked Items and all personal property in the Space the moment Renter places or moves such items into the Space, and remains attached until the Reservation is terminated and Renter has paid in full all Total Fees and other amounts owed in connection with the Reservation and the storage/parking of the items.

16.3 Purpose. The Lien secures payment of all debts associated with the Reservation and the storage/parking of Stored/Parked Items, including Total Fees, labor, late fees, and other charges related to the Space, and expenses reasonably incurred in the Lien’s enforcement, including sale or other disposition.

16.4 Enforcement. Stackkly may, in its sole discretion, enforce the Lien by any action described in Section 23 (Stackkly’s Remedies) below. Under Texas Property Code Chapter 59, the Host/Partner (as lessor) has a lien on all property stored/parked by the Renter (as tenant) for payment of charges due and unpaid, and a lessor (i.e., Stackkly and/or the Host/Partner) may enforce that lien by seizing and selling the property to which it attaches under the conditions the statute prescribes, including seizure and sale made under the terms of a contractual landlord’s lien. Where enforcement of the Lien results in the towing of a Vehicle, that towing is governed by, and subject to, Section 12 of this Agreement, and Lien enforcement does not create any Stackkly obligation to pay, reimburse, or guarantee release of the Vehicle beyond what Section 12 provides.

17. INSURANCE

17.1 No Stackkly Insurance. Stackkly does not provide insurance to any User and is not an insurer. Stackkly is not obligated to provide insurance to protect Stored/Parked Items, and Stackkly does not have insurance covering Stored/Parked Items. Stackkly recommends that Renters purchase insurance for their Stored/Parked Items, which is available from most insurers, or an appropriate property-protection plan.

17.2 Host/Partner Insurance — Mandatory for Commercial Listings. Host/Partners operating Commercial Listings (Commercial Garages, Warehouses, Workshops, Self-Storage, RV/Boat Storage, Vehicle Storage, and Truck/Semi/Trailer/Tractor Parking) must maintain commercial general liability insurance in commercially reasonable amounts, and property insurance covering the Space against fire, theft, and natural disaster, and must provide proof of coverage to Stackkly within five (5) business days of request. Failure to maintain adequate coverage or provide proof of coverage is a material breach permitting suspension or termination of the Host/Partner’s account under Section 24. Non-commercial Host/Partners are strongly encouraged, but not required, to maintain comparable coverage.

17.3 Commercial Listing Insurance Requirements. Host/Partners of Commercial Listings, including Commercial Garages, Warehouses, Workshops, Self-Storage, RV/Boat Storage, Vehicle Storage, and Truck/Semi/Trailer/Tractor Parking, must maintain the commercial insurance required by Section 17.2 and are subject to the additional requirements below.

17.3.1 Commercial Insurance Requirement. Host/Partners with Commercial Listings must maintain their own Business Liability Coverage covering the property and operations of the listed commercial Space, and Stackkly reserves the right to request proof of such coverage at any time.

17.3.2 Exclusions Specific to Commercial Listings. The following exclusions apply specifically to Commercial Listings and are in addition to the disclaimers and limitations set out elsewhere in this Agreement, including Sections 19 and 20: (a) bodily injury or property damage resulting from industrial processes, hazardous materials, or other activity associated with commercial operations; and (b) damage arising from the storage/parking or handling of dangerous goods as defined by Applicable Law.

17.3.3 Notification of Commercial Nature. Host/Partners must explicitly indicate if a Listing is for a commercial Space. Failure to do so may constitute a material breach of this Agreement.

17.3.4 Cooperation with Commercial Insurers. Host/Partners agree to cooperate with Stackkly and their commercial insurers in the event of a claim, providing necessary information and documentation to both.

17.3.5 Renter Insurance. Renters are strongly encouraged, though not required, to obtain personal property insurance covering loss, theft, or damage to Stored/Parked Items, and vehicle insurance covering damage to Vehicles parked in a rented Space, including liability coverage. Stackkly may recommend insurance providers or policies for informational purposes only, without endorsing or guaranteeing any specific provider. The absence of Renter insurance does not create or expand any Stackkly liability; see Section 18.

18. ASSUMPTION OF RISK

18.1 General Assumption of Risk. By using the Site or Services, each User expressly assumes all risk of loss, damage, injury, or expense arising from or related to their use of a Parking Space or the Platform, to the fullest extent permitted by Applicable Law.

18.2 Towing-Specific Assumption of Risk. Without limiting Section 18.1, Renter specifically assumes all risk arising from: towing; booting; immobilization; relocation; mistaken identification of a Vehicle; a mismatched, lost, stolen, or altered license plate; an incorrect or unassociated VIN; clerical or administrative errors by any party, including Host/Partner; governmental or law-enforcement action; and the acts or omissions of any Towing Company or other third-party contractor — in each case unless the loss is directly and proximately caused by Stackkly’s own gross negligence or willful misconduct.

18.3 Theft, Damage, and Bodily Injury.

18.3.1 Damage to Stored/Parked Items. Renter agrees that Host/Partner has no liability to Renter for damage to Renter’s Stored/Parked Items, except in the case of Host/Partner’s willful misconduct. Host/Partners are encouraged to record the initial condition of Stored/Parked Items to avoid disputes. Stackkly may, in its discretion, withhold or collect amounts from a Host/Partner’s payouts for that Host/Partner’s own misconduct or damage it causes. Regardless of cause, Stackkly is not liable or responsible for any damage to Stored/Parked Items, subject to Section 20.4.

18.3.2 Bodily Injuries. Renter agrees that use of the Space is at Renter’s sole risk. Without limiting any duty of the Host/Partner to take reasonable steps to protect Stored/Parked Items, Host/Partner has no liability to Renter or Renter’s invitees for personal or bodily injury except in the case of Host/Partner’s willful misconduct, and Renter waives and disclaims any claim against Host/Partner for such injury absent willful misconduct. Regardless of cause, Stackkly is not liable or responsible for any bodily injury suffered by any Host/Partner or Renter, subject to Section 20.4.

18.3.3 Theft of Stored/Parked Items. Host/Partner is not responsible for lost or stolen Stored/Parked Items so long as (i) a police report is filed by either the Host/Partner or Renter, and (ii) the Host/Partner’s negligent or intentional conduct did not cause or contribute to the theft (e.g., failing to use the Space’s existing security features). Regardless of cause, Stackkly is not liable or responsible for any theft of Stored/Parked Items, subject to Section 20.4.

19. DISCLAIMERS OF WARRANTIES

19.1 General. IF YOU CHOOSE TO USE THE SITE AND SERVICES, YOU DO SO AT YOUR SOLE RISK. YOU ACKNOWLEDGE THAT STACKKLY HAS NO OBLIGATION TO CONDUCT BACKGROUND CHECKS ON ANY MEMBER BUT MAY DO SO IN ITS SOLE DISCRETION. THE SITE, SERVICES, AND ALL CONTENT ARE PROVIDED “AS IS,” WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED. STACKKLY EXPLICITLY DISCLAIMS ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT, OR NON-INFRINGEMENT, AND ANY WARRANTY ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. STACKKLY MAKES NO WARRANTY THAT THE SITE, SERVICES, OR ANY LISTING OR SPACE WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE, VIRUS-FREE, OR ERROR-FREE BASIS, AND MAKES NO WARRANTY REGARDING THE ACCURACY, TIMELINESS, TRUTHFULNESS, COMPLETENESS, OR RELIABILITY OF ANY CONTENT. NO ADVICE OR INFORMATION, ORAL OR WRITTEN, OBTAINED FROM STACKKLY OR THROUGH THE SITE OR SERVICES WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT.

19.2 No Warranty a Vehicle Will Remain Free from Operational Decisions. WITHOUT LIMITING SECTION 19.1 OR SECTION 12.10, STACKKLY MAKES NO WARRANTY, EXPRESS OR IMPLIED, THAT ANY VEHICLE PARKED PURSUANT TO A RESERVATION WILL REMAIN FREE FROM ANY OPERATIONAL DECISION BY A HOST/PARTNER OR THIRD PARTY, INCLUDING TOWING, BOOTING, IMMOBILIZATION, OR RELOCATION, REGARDLESS OF WHETHER THE RESERVATION IS ACTIVE AND ALL FEES ARE CURRENT.

19.3 User Interactions. YOU ARE SOLELY RESPONSIBLE FOR ALL COMMUNICATIONS AND INTERACTIONS WITH OTHER USERS AND WITH ANY OTHER PERSON WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OF THE SITE OR SERVICES, INCLUDING ANY HOST/PARTNER, RENTER, OR TOWING COMPANY. STACKKLY DOES NOT ATTEMPT TO VERIFY THE STATEMENTS OF USERS OR TO REVIEW OR VISIT ANY SPACE, AND MAKES NO REPRESENTATION AS TO THE CONDUCT OF ANY USER OR THEIR COMPATIBILITY WITH ANY OTHER USER. YOU AGREE TO TAKE REASONABLE PRECAUTIONS IN ALL SUCH INTERACTIONS, PARTICULARLY IF YOU MEET OFFLINE OR IN PERSON. STACKKLY EXPLICITLY DISCLAIMS ALL LIABILITY FOR ANY ACT OR OMISSION OF ANY RENTER, HOST/PARTNER, TOWING COMPANY, OR OTHER THIRD PARTY.

19.4 Accuracy of Listings; Suitability of Spaces. Stackkly does not guarantee the accuracy, completeness, or reliability of any Listing description, photo, availability, or other content provided by a Host/Partner, and does not verify such accuracy. Users use Listings at their own risk and should independently verify information before booking or listing. Stackkly makes no warranty that any Space will meet a Renter’s requirements or expectations; the suitability, safety, and condition of a Space is the sole responsibility of the Host/Partner, and Renter should perform its own due diligence, including inspection where possible, before booking.

19.5 Service Availability. While Stackkly strives for continuous platform availability, it does not guarantee uninterrupted access, and disclaims liability for any interruption or delay caused by maintenance, updates, or technical issues.

20. LIMITATION OF LIABILITY

20.1 Exclusion of Consequential Damages. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL STACKKLY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION LOST PROFITS, LOST INCOME, BUSINESS INTERRUPTION, CARGO DELAY, LOSS OF USE, LOSS OF GOODWILL, OR EMOTIONAL DISTRESS, ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE SITE, THE SERVICES, ANY RESERVATION, OR ANY VEHICLE OR PARKING SPACE, REGARDLESS OF THE THEORY OF LIABILITY AND EVEN IF STACKKLY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

20.2 Aggregate Cap. EXCEPT AS PROVIDED IN SECTION 20.4, STACKKLY’S TOTAL AGGREGATE LIABILITY TO ANY USER ARISING OUT OF OR RELATING TO THIS AGREEMENT, ANY RESERVATION, THE SITE, OR THE SERVICES SHALL NOT EXCEED THE TOTAL PLATFORM SERVICE FEES (EXCLUDING SPACE RENT AND ANY THIRD-PARTY OR TOWING/STORAGE CHARGES) ACTUALLY PAID BY THAT USER TO STACKKLY IN THE THREE (3) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR ONE HUNDRED DOLLARS ($100), WHICHEVER IS GREATER.

20.3 Basis of the Bargain. The limitations in this Section 20 are fundamental elements of the basis of the bargain between Stackkly and each User, and Stackkly’s fees would be materially higher without them.

20.4 Carve-Out for Gross Negligence and Willful Misconduct. Nothing in this Agreement limits or excludes Stackkly’s liability for its own gross negligence or willful misconduct, or for any liability that cannot lawfully be limited or excluded under Applicable Law.

20.5 Attorneys’ Fees. If this Agreement becomes the subject of any litigation or arbitration, the prevailing party shall be entitled to recover its reasonable attorneys’ fees and arbitration or court costs from the non-prevailing party, in addition to any other relief awarded.

21. INDEMNIFICATION

21.1 General Indemnity. Each User agrees to defend, indemnify, and hold harmless Stackkly, its affiliates, and their respective officers, directors, employees, and agents from and against any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys’ fees) arising out of or related to: (a) that User’s access to or use of the Site or Services; (b) that User’s breach of this Agreement; (c) that User’s Member Content; (d) any Reservation, Listing, or use of a Parking Space or Vehicle by that User; (e) any dispute between that User and another User or third party, including any Host/Partner, Renter, or Towing Company; and (f) any infringement or misappropriation of a third party’s rights by that User.

21.2 Towing-Specific Indemnity. Without limiting Section 21.1, if Stackkly is named as a party to, threatened with, or incurs cost in connection with any claim, demand, investigation, or litigation arising out of a tow, boot, immobilization, storage, or disposal of a Vehicle — whether initiated by a Renter, a Host/Partner, a Towing Company, or a governmental authority — the Renter and/or Host/Partner whose Reservation or Listing gave rise to the underlying event shall indemnify Stackkly for all resulting costs and liabilities, unless the claim is based solely and exclusively on Stackkly’s own gross negligence or willful misconduct.

21.3 Procedure. Stackkly will provide prompt notice of any claim subject to indemnification and reserves the right, at the indemnifying User’s expense, to assume exclusive control of the defense of any matter for which indemnification is sought, in which case the User agrees to cooperate with Stackkly’s defense.

22. DISPUTE RESOLUTION: ARBITRATION, JURY WAIVER, CLASS ACTION WAIVER

22.1 Mandatory Arbitration. You and Stackkly agree and acknowledge that all claims and disputes arising under or relating to this Agreement, or the breach, termination, enforcement, interpretation, or validity of this Agreement, are to be settled by binding arbitration in Keller, Texas, or another location mutually agreeable to the parties, and not in a court of law. Arbitration will occur only after the parties have made good-faith efforts to resolve the dispute directly and such efforts have failed. The arbitration shall be administered by the American Arbitration Association (“AAA”) and conducted on a confidential basis under the AAA Commercial Arbitration Rules.

22.2 Class and Representative Proceeding Waiver. YOU AND STACKKLY WAIVE THE RIGHT TO TRIAL BY JURY IN ALL ARBITRABLE DISPUTES. You and Stackkly further agree that, to the fullest extent permitted by law, each is waiving the right to participate as a plaintiff or class member in any class action, representative proceeding, private attorney general action, or other consolidated proceeding. Any arbitration will be conducted on an individual basis only.

22.3 Arbitration Proceedings. Any arbitration decision or award shall be in writing, shall explain all conclusions of law and fact, and shall include an assessment of costs, expenses, and reasonable attorneys’ fees. The arbitration shall be conducted by an arbitrator experienced in commercial marketplace or “sharing economy” disputes and shall include a written record of the hearing. Either party may object to an arbitrator employed by or affiliated with a competing organization. An arbitration award may be confirmed in a court of competent jurisdiction. The parties shall endeavor to settle any dispute through good-faith negotiation before initiating arbitration.

22.4 Arbitration Exceptions. The following are excepted from mandatory arbitration: (i) any claim related to actual or threatened infringement, misappropriation, or violation of a party’s copyrights, trademarks, trade secrets, patents, or other intellectual property rights; and (ii) any claim seeking emergency injunctive relief based on exigent circumstances. Any such excepted claim shall be brought exclusively in the state or federal courts located in Tarrant County, Texas.

22.5 Severability. If any portion of this arbitration provision is found unenforceable or unlawful, that portion shall be severed, without affecting the remainder of this arbitration provision, which shall remain in full force and effect.

22.6 Venue and Personal Jurisdiction. To the extent any dispute arising under this Agreement is found not to be subject to this arbitration provision, that dispute shall be brought exclusively in the state or federal courts located in Tarrant County, Texas, and the parties consent to the exclusive venue and personal jurisdiction of those courts.

23. DEFAULT AND REMEDIES

23.1 Default by Host/Partner. In addition to other rights and remedies available under this Agreement or at law or in equity, if Stackkly determines, in its sole discretion, that a Host/Partner has violated, or is reasonably believed to have violated, this Agreement or Applicable Law, Stackkly (a) may recover, pull back, halt, or withhold payouts to that Host/Partner unless and until it is determined by clear and convincing evidence that the Host/Partner was not in violation, and (b) has no obligation to assist the Host/Partner in evicting a Renter or removing a Renter’s Stored/Parked Items. If a Host/Partner’s violation causes Stackkly or a Renter to incur expenses or fees, the Host/Partner is responsible for paying them.

23.2 Default by Renter. Renter is in “Default” if: (a) Renter fails to pay any sum when due under a Listing; (b) Renter fails to notify Stackkly of a change in address, email, or phone number as required by this Agreement; (c) Renter provides false or incorrect information to a Host/Partner or Stackkly, including inaccurate Identifying Information under Section 8; (d) Renter fails to vacate the Space by the end of the Reservation, the date the Host/Partner requires vacation, or an agreed vacation date; (e) Renter fails to comply, or is reasonably suspected of failing to comply, with any provision of this Agreement or any supplemental Host/Partner rule; or (f) Renter violates, or is reasonably suspected of violating, health, safety, or criminal law on the Host/Partner’s property, regardless of arrest or conviction. Failure by Stackkly or a Host/Partner to enforce any provision of this Agreement does not waive that provision.

23.3 Stackkly’s Remedies. If Renter is in Default, Stackkly may, in addition to any other remedy available under this Agreement, at law, or in equity, exercise one or more of the following:

deny Renter access to the Space or Renter’s property until the Default is cured;
terminate the Reservation upon three (3) days’ notice to vacate; if Renter fails to vacate and Stackkly files an eviction action, Renter will pay Stackkly’s reasonable attorneys’ fees, court costs, and a judicial eviction charge of $100 for Stackkly’s time and overhead;
enforce any lien, statutory or contractual — including the Lien described in Section 16 — by seizure and disposal (including sale) of Stored/Parked Items and other personal property in the Space, under this Agreement and Applicable Law, or by non-judicial foreclosure under the Host/Partner’s local and state codes, so long as applicable rent or fees remain unpaid or the Renter has failed to comply with a notice to vacate within the period Applicable Law prescribes. Stackkly may accept partial payments, but only full payment (including applicable fees and costs) stops lien enforcement. Where Stored/Parked Items include a Vehicle, Renter agrees that Stackkly, the Host/Partner, or both, as applicable, may, consistent with Section 12 of this Agreement and Applicable Law, (i) sell the Vehicle, or (ii) tow it, or engage a third party in Stackkly’s or the Host/Partner’s sole discretion to tow it, off the Host/Partner’s property. Disposal may be accomplished by online auction. Renter waives any claim, statutory or otherwise, that removal or disposal under this Section violated any law, rule, or regulation governing disposition of Stored/Parked Items;
in cases of emergency or exigent circumstances, including health/safety hazards or blockage of access, immediately remove and dispose (including by sale) of Stored/Parked Items; and
charge or recover from Renter all fees and expenses incurred by the Host/Partner and/or Stackkly as a result of Renter’s Default, which Renter agrees to pay.

This Section 23.3 does not expand, and shall be read consistently with, the allocation of responsibility for towing decisions set out in Section 12; any towing conducted under this Section 23 remains a Host/Partner (and, where applicable, Stackkly-lien-enforcement) decision, and does not create any obligation on Stackkly to pay, reimburse, or guarantee release of a Vehicle.

23.4 Assignment of Remedies. Stackkly may assign its remedies under this Section to a Host/Partner or any other third party.

23.5 Removal of Lock/Security Device. In connection with the remedies above, Stackkly may remove, or cause to be removed, any lock or security device a Renter has used to secure Stored/Parked Items.

23.6 Host/Partner Cooperation. In the event of a Renter Default, the Host/Partner may reasonably restrict Renter’s access to the Space. The Host/Partner must cooperate with Stackkly and any third-party service providers Stackkly retains in connection with any eviction, sale, auction, or other proceeding, including removing Stored/Parked Items and providing requested information (e.g., photographs) in a timely manner, and must provide property access as requested by Stackkly, including to any new owner of auctioned contents and to third-party service providers such as removal and towing companies. A Host/Partner’s failure to cooperate makes that Host/Partner solely responsible for any resulting eviction or removal of property.

24. TERMINATION

24.1 Stackkly may, in its discretion and without liability to you, with or without cause, with or without prior notice, and at any time: (a) terminate this Agreement or your access to the Site and Services, and (b) deactivate or suspend your Stackkly Account.

24.2 Upon termination, Stackkly will promptly pay any amounts it reasonably determines it legally owes you.

24.3 Termination of this Agreement, or of your access to the Site or Services, does not relieve you of any amount already due, and you remain liable for all such amounts.

24.4 You may cancel your Stackkly Account at any time by emailing support@stackkly.com. If your Account is suspended, Stackkly has no obligation to delete or return any Content you have posted, including reviews or feedback.

25. INTELLECTUAL PROPERTY; MEMBER CONTENT

25.1 Ownership of the Platform. Stackkly owns all right, title, and interest in and to the Platform, including its trademarks, logos, software, code, databases, algorithms, and all graphics, text, images, audio, video, and other multimedia content created by or for Stackkly.

25.2 Member Content License. Stackkly may, in its discretion, permit Members to post, upload, publish, submit, or transmit content (“Member Content”). By making Member Content available through the Site or Services, you grant Stackkly a worldwide, irrevocable, perpetual, non-exclusive, transferable, royalty-free license, with the right to sublicense, to use, copy, adapt, modify, distribute, license, sell, transfer, publicly display, publicly perform, transmit, stream, broadcast, and otherwise exploit that Member Content on, through, or by means of the Site and Services.

25.3 Representations and Warranties. You represent and warrant that (a) you are the sole and exclusive owner of all Member Content you make available, or you hold all rights, licenses, consents, and releases necessary to grant Stackkly the rights described in Section 25.2; and (b) neither the Member Content nor Stackkly’s permitted use of it will infringe, misappropriate, or violate any third party’s patent, copyright, trademark, trade secret, moral right, or other proprietary or privacy right, or violate any Applicable Law.

25.4 Trademarks. The trademarks, service marks, logos, and other branding elements displayed on the Platform are the property of Stackkly or its licensors. No license or right to use any Stackkly mark is granted by implication, estoppel, or otherwise without Stackkly’s prior written permission.

25.5 Restrictions. Users agree not to copy, modify, distribute, create derivative works from, publicly display, publicly perform, republish, download, store, or transmit any Platform material, except for browser caching and printing or downloading a reasonable number of pages for personal, non-commercial use; not to delete or alter proprietary-rights notices; and not to use the Platform or its content for commercial purposes without a license from Stackkly.

25.6 Feedback. If you provide Stackkly with feedback or suggestions regarding the Platform, you assign to Stackkly all right, title, and interest in that feedback, and Stackkly may use and exploit it in any manner it deems appropriate without restriction or compensation to you. Stackkly will treat feedback as non-confidential and non-proprietary.

25.7 Copyright/DMCA Policy. Stackkly respects the intellectual property rights of others and expects Users to do the same, and will terminate, in appropriate circumstances, the accounts of repeat infringers. A copyright owner, or an authorized representative, may submit a takedown notice to support@stackkly.com containing: identification of the copyrighted work claimed to be infringed; identification of the allegedly infringing material and information reasonably sufficient to locate it; the complaining party’s contact information; a good-faith-belief statement that the use is not authorized; and a statement, under penalty of perjury, that the notice is accurate and that the complaining party is authorized to act on behalf of the copyright owner.

26. PRIVACY

26.1 Summary. Stackkly is committed to protecting your privacy. This Section summarizes how Stackkly collects, uses, discloses, and protects your information; the full Privacy Policy, available at Stackkly.com/privacy, is incorporated into this Agreement by reference and controls in the event of any conflict with this summary. By using Stackkly, you consent to the data practices described in the Privacy Policy.

26.2 Information Collected. Stackkly collects personal information you provide (name, email, phone number, address, payment information, and Vehicle Identifying Information), non-personal information about your platform interactions (IP address, browser/device type, pages visited, usage patterns), and information gathered through cookies and similar tracking technologies.

26.3 Use of Information. Stackkly uses your information to provide and improve the Services, process transactions, facilitate communication between Users, provide customer support, send marketing communications (subject to Section 26.6), conduct analytics and research, and comply with Applicable Law and to protect Stackkly’s and Users’ rights, safety, and property.

26.4 Sharing with Third Parties. Stackkly does not sell or rent your personal information. Stackkly may share information with service providers who perform functions on Stackkly’s behalf (payment processing, hosting, analytics, customer service, marketing); in connection with a merger, acquisition, or sale of assets; where required by law or valid legal process; and with your consent.

26.5 Data Security. Stackkly uses commercially reasonable technical and organizational safeguards, including encryption, firewalls, and SSL, to protect personal information, but no method of transmission or storage is completely secure and Stackkly cannot guarantee absolute security.

26.6 User Rights. You may access and update your information through your Account settings, request a portable copy of your data, request deletion (subject to legal and operational limitations), and opt out of marketing communications by following the unsubscribe instructions in any marketing email or by contacting support@stackkly.com.

26.7 Marketing Email Consent. By creating an account, you agree to receive marketing emails from Stackkly, which you may unsubscribe from at any time; Stackkly will process opt-out requests promptly. Consent to marketing email is ongoing until you unsubscribe; Stackkly may continue to send transactional emails related to your Account regardless.

27. COMMUNICATIONS AND NOTICES

27.1 You have provided Stackkly certain contact information, including a phone number and email address. You agree that all notices required by this Agreement or by law may be sent by Stackkly to the email address you have provided. You give express consent to Stackkly and its affiliates, agents, and service providers, including any Stackkly-designated collections agency, to contact you by written, electronic, or verbal means, including mail, manual calling, prerecorded or artificial voice messages, text messages, email, and automatic telephone dialing systems, regarding your Account, a Reservation, a dispute, or current or future Stackkly services. You may revoke this consent by contacting support@stackkly.com.

27.2 Third-Party Links. The Site may contain links to third-party websites or resources. Stackkly is not responsible for the availability, accuracy, or content of such websites or resources, and a link does not imply Stackkly’s endorsement. You assume all risk arising from your use of any linked website or resource.

27.3 Third-Party Mapping Services. Portions of the Site and Services implement Google Maps/Earth mapping services, including the Google Maps API. Your use of Google Maps/Earth is subject to Google’s terms of use, located at https://www.google.com/intl/en_us/help/terms_maps/.

28. FORCE MAJEURE

Stackkly is not liable for any delay or failure to perform any obligation under this Agreement where the delay or failure results from any cause beyond Stackkly’s reasonable control, including natural disaster, act of God, pandemic, war, governmental action, internet or telecommunications failure, or labor dispute.

29. ELECTRONIC ACCEPTANCE AND RECORDKEEPING

29.1 By checking a box, clicking “I Agree,” or otherwise proceeding to create an account, list a Space, or make a Reservation, User electronically signs and agrees to this Agreement to the same extent as a handwritten signature, as permitted under the federal E-SIGN Act and the Texas Uniform Electronic Transactions Act.

29.2 Stackkly maintains, and may rely upon and produce as evidence in any dispute, an audit trail of each User’s acceptance of this Agreement (including timestamp and IP address), all Identifying Information submitted and any updates thereto (including timestamps), and all in-Platform messages between Users, Stackkly support, and any User.

29.3 A Renter’s failure to timely update Identifying Information as required by Section 8.1 is presumed, for purposes of any dispute under this Agreement, from the absence of a corresponding update in Stackkly’s Platform records, subject to rebuttal by competent evidence.

30. GENERAL / MISCELLANEOUS

30.1 Entire Agreement. This Agreement is the final and complete integration of the parties’ agreement as to the topics it addresses. All provisions that, by their nature, should survive termination shall survive, including without limitation the limitations of liability and indemnification obligations in Sections 20 and 21.

30.2 Attorneys’ Fees. If this Agreement becomes subject to litigation or arbitration, the prevailing party is entitled to recover its reasonable attorneys’ fees and litigation or arbitration costs from the non-prevailing party.

30.3 No Waiver. Stackkly will not be deemed to have waived any portion of this Agreement because of delay or other failure to assert its rights, unless the waiver is in writing and signed by an authorized Stackkly officer.

30.4 Referral and Promotional Programs. Participation in any referral program, contest, or similar Stackkly offering is additionally governed by the specific terms and policies of that program.

30.5 Modification. Stackkly reserves the right, in its sole discretion, to modify the Site, the Services, or this Agreement, including applicable fees, at any time and without prior notice. If Stackkly modifies this Agreement, it will post the modification on the Site or otherwise notify Users, and will update the Effective Date above. Continued access to or use of the Site or Services after a modification is posted constitutes agreement to be bound by the modified Agreement. If the modified Agreement is not acceptable, the User’s sole recourse is to cease using the Site and Services.

30.6 Severability. If any provision of this Agreement is held unenforceable, that provision shall be modified to the minimum extent necessary to make it enforceable, or if it cannot be so modified, severed, and the remainder of this Agreement shall remain in full force and effect.

30.7 Governing Law. This Agreement, including the arbitration provision in Section 22, is governed by the laws of the State of Texas, without regard to conflict-of-laws principles.