These Terms and Conditions constitute your Commutyble Agreement ("Agreement"). Please read these Terms and Conditions completely. When you open an Commutyble Account ("Account") or use an Commutyble transponder issued by Commutyble, you agree as follows:

1. GENERAL CONDITIONS

• Self-Park customers are fully responsible for their own vehicles. YOU ARE PARKING AT YOUR OWN RISK.

• You are responsible for maintaining your Account and for monitoring your Account balance and activity.

• You shall not assign the obligations or benefits of this Agreement to anyone else without the express written consent of Commutyble.

• You must approach and pass through Commutyble toll lanes at the posted site speed limit. Failure to obey the posted speed limit may result in suspension of your Account or Account closure.

• In staffed toll lanes, you shall come to a complete stop and proceed only on a green signal or if the gate is raised unless otherwise directed, even if your vehicle is equipped with a Commutyble transponder.

• You shall comply with all applicable traffic laws, regulations, signs, signals and directions of Parking Operator, Parking Operator employees, Commutyble employees, agents and law enforcement officers.

• Commutyble may deny any Application at any time because of outstanding account maintenance fees, unpaid transactions, citations including civil penalties, the submission of false information, or for any other reason.

• You acknowledge and understand that you and your vehicle may be recorded on a video monitoring system and/or digitally photographed while traveling through a parking facility that has an agreement with Commutyble. You expressly understand that Commutyble monitors the use of the transponder for the purpose of toll collection, traffic monitoring and detecting violations of this Agreement.

• You expressly understand that Commutyble may use information gathered from the government agency that is responsible for motor vehicle registrations, in addition to information submitted by you when posting transactions to your Account and deducting applicable tolls.

• You authorize Commutyble to process the payment of tolls and fees incurred from the use of Facilities.

• Failure to comply with this Agreement may result in any or all of the following: Commutyble transaction charges, citations including civil penalties, suspension of your Account.

• Parking charges are for the licensed use of a parking space by only one vehicle at a time bearing the designated license plates - and are subject to the rights and restrictions associated with your selected monthly parking rate and location.

• The parking of unlicensed or uninsured vehicles, the general storage of vehicles (i.e., parking for more than 24 hours at a time), and the repair or maintenance of vehicles in the parking facility is prohibited. Further, the parking of vehicles that we reasonably believe to pose any kind of hazard or have hazardous contents is also prohibited. Vehicles parked for the principal purpose of promotional activities or advertising are prohibited and may be towed or otherwise removed from the lot at the owner’s expense.

• We do not guarantee the availability of parking at your selected lot at all times. Your selected lot may, from time to time, be unavailable for reasons including, but not limited to, late arrival, excessive demand due to special events or conferences, repair or maintenance activities, construction, emergencies or events of force majeure. In appropriate cases, we will endeavor to use reasonable efforts to relocate you to another one of our parking facilities for the period your selected location is unavailable.

• Parking Rates/Fees may adjusted from time-to-time with at least 30-days advance email notification. Additionally, these changes will be reflected on invoices generated on the 11th preceding the increase. It is the parker’s responsibility to review the invoices for upcoming periods.

• Any additional terms and conditions displayed on the signage at the parking facility must be observed, except for those relating to parking rates. Vehicles must be parked in marked stalls only.

• Any power supplied at the parking facility is for block heater or electric vehicle charging use only and is provided as a customer service only and use is at your sole risk. The use of any interior car warmer is prohibited. We are not liable in the event that a vehicle fails to start, or for damage arising from the use or malfunction of power or heaters.

• Unless you are the administrator of a group or corporate account or it is agreed by us in writing, you may not assign, transfer or sublicense this Agreement. Further, changes in the name of the account holder are strictly prohibited (unless supported by legal documentation and agreed to by us).

• We are not responsible for loss or delayed delivery of payments or correspondence through the mail service.

• You agree to ensure the address, contact, payment, vehicle, and license plate information associated with your account is accurate and up to date at all times. Please update your account online.

• We reserve the right to waive any of these Terms and Conditions from time to time in our sole discretion. Any such waiver on one occasion will not be construed as a general waiver or waiver of the same term on a subsequent occasion.

• These Terms and Conditions are subject to change by us from time to time. The current version can be accessed on the Commutyble website.

II. YOUR ACCOUNT

You agree to inform Commutyble of any changes to your Account. Failure to keep your Account up-to-date may result in Commutyble charges and/or suspension of cancellation of your customer account. The following information must be kept current:

Name(s) on the Account;

• Address;

• Telephone number;

• E-mail address;

• Vehicle information (registration plate number ("license plate") and state, make, model, and year);

• Expiration date of credit card account, or change in credit card number, if applicable;

• Payment method and related detail;

• Driver's license identification number and state of issuance or state issued identification card number and state of issuance, if provided; and

Commutyble matches a transaction to your Account through information provided by you to Commutyble or registered owner information obtained from the government agency that is responsible for motor vehicle registrations. The information used to match a transaction to your Account includes, but is not limited to, an identical driver's license identification number or the same name and address. Commutyble also may deduct from your Account any applicable fees.

Commutyble may add a license plate to your Account if it is matched to your Account by Commutyble for electronic toll collection. The vehicle may be matched to your Account through information on your Account or information obtained from the government agency responsible for motor vehicle registrations. Commutyble may match a vehicle to your Account through identical driver's license identification numbers or the same name and address.

Commutyble may add a driver's license identification number to your Account if a transaction is applied to your Account and the driver's license identification number is available. The driver's license identification number is obtained through the government agency that is responsible for motor vehicle registrations, when searching the registered owner vehicle information for an Commutyble toll facility transaction.

Commutyble may add an address to your Account if a transaction is applied to your Account and a new address is available. The address is obtained through relevant government agencies and associated services when searching the registered owner information for an Commutyble toll transaction.

No interest will be paid on any funds held in your Account.

You agree that sending information via First-Class mail, email or text message to the address, email address or cell phone number on your Application or to an address, email address or cell phone number that you subsequently provide to Commutyble constitutes notice to you of the tolls, fees or charges owed, changes to account terms and conditions, and of any determination by Commutyble of any submitted dispute of tolls and fees related to this Agreement. You will be required to opt-in to text messaging service.

III. ACCOUNT PAYMENTS AND REPLENISHMENT

You may choose to replenish your Account in one of the following ways:

By credit card. You may authorize Commutyble to charge your credit card automatically for all charges to your Account; or you may authorize a one- time online credit card payment via your online account on the website at www.commutyble.com.

By Automated Clearing House (ACH) transaction.

You acknowledge that a fee will be charged to you for each returned Automated Clearing House (ACH) transaction should an overdraft occur. You agree that the fee may be deducted from your Account.

IV. ABOUT YOUR TRANSPONDER(S)

You agree to correctly mount, display and use the transponder in accordance with the instructions provided by Commutyble. Do not mount the transponder in any location that could interfere with your visibility or ability to operate your vehicle. Failure to mount the transponder correctly may hinder fee collection, and may result in the ability for the transponder to be read, which may result in on-site payment being required at on-site payment rates.

You may use the transponder only with the vehicle specifically registered on your Account.

Movement and/or Reuse of a transponder in another vehicle is strictly prohibited.

When you use the transponder or any vehicle registered on your Account at any Commutyble facility or a transaction is otherwise matched by Commutyble to your Account, you authorize Commutyble to debit your Account for such use.

Transactions in which the transponder is not read may result in on-site payment being required.

If your transponder is lost or stolen, you must immediately remove the transponder Identification Number from your account, and notify Commutyble verbally, in writing, or via the website. Until you notify Commutyble that your transponder has been lost or stolen, Commutyble will continue to deduct any tolls or fees incurred by your transponder from your Account. You will not be liable for transponder use that occurs after you notify Commutyble.

If you no longer wish to use a transponder issued to your Account, you should remove the transponder and dispose of it. If you are disposing of your transponder and closing your Account, refer to Section VII. Termination of this Agreement for voluntary Account closure instructions.

V. ACCOUNT AGREEMENT MODIFICATIONS

Commutyble may change the Terms and Conditions of this Agreement at any time by advance notice. The invalidity of any of the Terms and Conditions of this Agreement shall not affect the enforceability of any other Terms and Conditions of this Agreement, which shall remain in full force and effect.

VI. DISPUTES

You hereby authorize Commutyble to decide every question or issue in connection with or related to this Agreement, including, without limitation, the imposition of tolls, fees, or other charges incurred, applied or stated for the use or misuse of your transponder or Account. You may dispute the imposition of charges or fees related to your Account verbally or in writing to Commutyble Customer Service. Such dispute must be made within thirty (30) days from the date the transaction is posted to your Account.

VII. TERMINATION

In order to terminate this Agreement and voluntarily close your Account, you may access your Commutyble Account at commutyble.com and submit a request stating your intent to close your Account and terminate this Agreement;

Additionally, you shall:

• Pay all amounts owed to Commutyble, including:

• Pending toll transactions;

• Negative Account balance;

• Unpaid tolls, fees, and civil penalties as applicable; and

• Other Account related fees, as applicable.

• Cease using your Account as it is no longer valid for any toll activity throughout the entire Commutyble system.

If the financial settlement results in a positive Account balance, a refund will be issued. If a negative Account balance results, a letter showing the balance due will be sent to

you for payment. Refunds are sent within sixty (60*) days of Account termination in accordance with a) and b) above.

Commutyble may terminate this Agreement and close your Account at any time and for any reason, including inactivity.

VIII. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the District of Columbia.

IX. COLLECTION OF EXPENSES

You agree to pay all costs, including attorneys' fees, incurred by Commutyble and all entities providing Commutyble services to collect any funds due under the terms of this Agreement.

X. NON-DISCLOSURE

Commutyble respects the right of privacy and confidentiality of all Account holders. Account information will not be disclosed to third parties without your consent except as permissible by law and the policies of Commutyble and the entities providing Commutyble services.

XI. DISCLAIMER

You acknowledge that Commutyble and all entities providing Commutyble services have not made, and expressly disclaim any representation or warranty, expressed or implied, relating to the transponder including, without limitation, any implied or expressed warranty agree that Commutyble and all entities providing Commutyble services will have no obligation or liability whatsoever to you with respect to your use or the performance of the transponder, except as specifically provided herein. You agree to indemnify and hold harmless Commutyble and all entities providing Commutyble services from and against all damage, loss, cost, expense or liability relating to, arising from, or as a result of, the use, installation, performance, or removal of the transponder.

XII. INQUIRIES AND CORRESPONDENCE

Please send correspondence, inquiries, payments and transponder returns to: Commutyble Customer Service, 1775 Eye Street NW Suite 1150 Washington, DC 20006. Inquiries and payments can also be made through your online account at commutyble.com.

PARKING TERMS OF SERVICE, BUSINESS RULES, AND LOCATION PARKING AGREEMENT

SERVICE AGREEMENT

1. A contract “Parking Pass” entitles the Parker to one parking space in the specific parking facility. The resale or sublet of the space is strictly prohibited without the express written authorization of Commutyble or it’s official designee. If assigned, it is understood and agreed that a customer must park in his/her assigned space.

2. A Monthly “Parking Pass” is a month-to-month agreement. Parking Passes are operated as a single-month agreement and may be renewed or terminated.

3. Changes to monthly parking rates may be introduced with 30-day advanced notice.

4. Parking rates for upcoming month Passes are included on invoices generated on the 11th of the preceding month. These invoices are available directly by the customer through their Commutyble account (web or mobile app).

5. Notifications are sent to registered email addresses and/or SMS text messages as defined on the customer’s Notifications settings.

6. Commutyble may use digital recording devices at any time for garage monitoring behaviors and forensic investigations in and around egress lanes.

7. Unauthorized vehicles are prohibited. Violators will be booted and towed at owners’ risk and expense

8. Unless the Pass is related to a residential facility, no overnight or long-term parking permitted without prior approval of the Commutyble or its official designee.

9. If the customer is instructed to park his/her own car, the customer shall park and lock the car and retain the keys personally, it being understood and agreed that neither Commutyble or local Management shall not be liable for damage to or loss of the car when parked in the Facility. If the customer is instructed that his/her car is to be parked by an attendant, customer will leave the appropriate key with the designated Facility employee.

10. The repair or maintenance of vehicles in the Facility, including unauthorized car washing, is prohibited. The facility is to be used solely for parking motor vehicles.

11. The Customer agrees to hold Commutyble, the local Parking Operator, or the building owner harmless for failures of mechanical or electrical systems, loss or damage of personal property or for vandalism to the vehicle. Any claim for loss or damage must be made by the Customer prior to leaving the Parking Facility.

12. If a customer contracts for more than one parking space, the terms and conditions of this agreement shall apply to anyone using the facility.

13. By execution of this agreement, it is agreed that this is a Licensor-Licensee and not Bailor-Bailee agreement and, as such, no presumption of negligence shall be held against Commutyble, the local Parking Operator, or the building owner in a court of law. Assailer to enforce, at any time, any provision of this Agreement does not constitute a waiver of that provision, or of any other provision, of this Agreement.

14. Commutyble, in its sole discretion, may, from time-to-time, modify these Terms & Conditions. Any modifications shall take full force and effect 30 days from issuance and I understand that, should I choose not to cancel my parking agreement with Commutyble prior to the effective date of the modifications, that I consent to the revisions, as stated, and agree to be bound by them once effective.

15. The Terms and Conditions stated herein constitute the entire agreement between the parties with respect to its subject matter and supersede all prior agreements, representations and understandings of the parties, whether written or oral. This Agreement may be modified only by the mutual agreement of the parties. No

modification of this Agreement shall be binding on Commutyble without the express written assent of Commutyble.

16. This contract shall be governed and construed in accordance with the laws of the District of Columbia, excluding that jurisdiction’s choice- of-law principles, and all claims relating to, or arising out of, this contract, or the breach thereof, whether sounding in contract, tort or otherwise, shall likewise be governed by the laws of the District of Colombia, excluding that jurisdiction’s choice-of-law principles.

17. The invalidity or unenforceability of any provisions of these Terms & Conditions shall not affect the validity or enforceability of any other provision thereof, which shall remain in full force and effect.

18. In the event of litigation or other actions relating to the subject matter of this Agreement, the parker shall reimburse Commutyble for all reasonable Attorney Fees and costs resulting therefrom in the event Commutyble prevails in the action.

19. In addition to the rights provided in the “Attorneys’ Fees” section above, I acknowledge and agree that any material breach, as determined by a court of the District of Columbia, shall entitle the non-breaching party to recover and/or cease providing the consideration provided under this Agreement and to obtain damages of any breach of this Agreement. If any party files any action arising from this Agreement and/or brings any proceeding against the other party, or is made a party to any action or proceeding arising from this Agreement, the prevailing party shall be entitled to recover their legal costs, including reasonable attorney's fees to be fixed by the court, arbitrator or adjunctive authority. The prevailing party shall be the party entitled to recover their cost to suit or arbitration, whether or not they are entitled to recover damages.

20. This Agreement and Release is the product of arms-length negotiation and shall be construed according to the rules of construction generally applicable to negotiated contracts and not according to any special rules of construction applicable to contacts of adhesion. The language in all parts of this Agreement and Release shall be construed as a whole according to its meaning, and not strictly for or against any party.

21. I am further aware and understand that I had the opportunity to review this Agreement prior to signing it, prior to paying for any of the services, and further to discuss, address and object to any of its provisions, but I hereby waive that opportunity and/or acknowledge and agree that I have already discussed and addressed any and all of my concerns regarding this Agreement or any of its provisions.

22. Failure to abide by the terms and conditions set forth herein, or outlined on facility- specific signage, may result in termination of this agreement, ticketing, or vehicle booting or towing at the vehicle owner’s sole risk and expense WITHOUT FURTHER

NOTICE to the vehicle owner and at the Parking Operator, at the building owners, or at Commutyble’s sole discretion.

PARKING AGREEMENT

• Self-Park customers are fully responsible for their own vehicles. You are PARKING AT YOUR OWN RISK.

• If Access Cards, headlight tags, and/or mobile applications are used, parker is responsible to use credentials to gain access in an “In/Out/In/Out” sequence.

• Gates can NOT be raised without an approved Permit ID technology such as an access card, headlight tag, or mobile application activated by the permit holder.

• Any monthly permit usage within that month is subject to the monthly parking fee.

• Fraudulent use of the Monthly Parking Permit can result in immediate cancellation of this agreement.

• Parking at this location is available during posted hours of operation or via 24/7 approved access methods.

• Long term overnight parking (multiple days) or vehicle storage is prohibited and may result in vehicle being towed from facility at owner’s risk and expense.

• Payment for monthly parking permits are due by the FIRST (1st) of the month.

• Monthly Parking fees can be paid by Credit Card (set up to bill on the 1st of the month) or Personal Check.

• Cash may not be accepted for Monthly payment.

• Access may be deactivated for delinquency after the payment due date. Re- instatement of delinquent accounts (on or after the 11th of the month) carries a processing penalty fee.

• There will be no signing of tickets by monthly customers who do not have access cards, headlight tags, or access to mobile applications at time of access - customers are responsible to have access technology to gain garage access.

• Any dally ticket issued or pulled, must be paid for.

• Parking Operator, building owner, and/or Commutyble reserves the right to change monthly permit fees, assess late payment charges and/or other penalties associated with unsuccessful payment processes.

• Those locations that require a Parking Permit Hang Tag, must properly display the permit on the rear-view mirror or otherwise visible through the windshield whenever the vehicle is parked at the facility.

• Customers whose Permit Hang Tag is not so displayed and thus not clearly visible may be charged the prevailing daily rate, receive a Police "Private

Property" parking ticket, and/or have their vehicle towed or booted at the owner's risk and expense.

• If Parking Operator, building owner, and/or Commutyble terminates parking, 10- days written notice to the customer will be emailed to the current billing email address on file. If terminated for fraud or mis-use, termination is immediate.

• These Parking Terms and Conditions may be changed or updated from time-to- time and best efforts will be undertaken to notify parking customers of changes in advance.

• Parking employees at the parking facility are not authorized to make any changes or alterations to this agreement, terms, or conditions.

• In self-park locations, customer agrees to lock the vehicle and remove all keys unless otherwise directed by Parking Operator representatives. The garage Parking Operator, building owner, and/or Commutyble are NOT insurers, and shall not be responsible for fire, theft, accident, loss, or damage to the vehicle or its contents or it's valuables or for any other damage to you or your property. The customer hereby agrees to hold Parking Operator, building owner, and/or Commutyble harmless for any losses.

MONTHLY PERMITS

1. Monthly permits all renew automatically at the end of each month until terminated.

2. Payment for monthly parking permits are due on or before the 1st day of the month. Payments not processed by the 1st of the month may incur non- refundable daily/hourly rate to access the garage.

3. Purchase of monthly permits are non-refundable.

4. Monthly permits may be terminated via the permit being “marked for non- renewal” at the end of the month or the 15th of the following month. However, in no case will unused portions of an active permit marked for termination before the date of cancellation be refundable.

5. Passes that are cancelled offer no guarantee of availability for a new Pass.

6. Monthly permit parking GUARANTEES THE FEE PRICING FOR THE MONTH - BUT DOES NOT GUARENTEE A SPACE. There may be rare occasions when a garage may be full without availability for the monthly permit holder. Commutyble is not responsible for fees incurred when parking at a different location if/when the garage has not availability.

7. Purchase of individual permits require payment of first (full or partial month) and second month, after which payment assumes a regular monthly schedule where payment is due and must be processed by the 1st day of each month. Payments not processed by the 1st of the month may incur non-refundable daily/hourly rate to access the garage.

8. In some, but not all cases, a payment date grace period may be applied for individual permits. Regardless, the parker is responsible for full-month payment of a permit that has not been terminated.

9. Access methods associated to monthly permits are the responsibility of the parker and any daily ticket issued or pulled, must be paid.

10. The Parking Operator and/or building owner reserves the right to change monthly permit fees, assess late payment charges and/or other penalties associated with unsuccessful payment processes.

11. Parker acknowledges that if this agreement is for parking at a Residential Building in the District of Columbia, that they are eligible for exemption from the DC sales tax on parking and if Parker resides at the location in the District of Columbia (or within one-half mile) they confirm that their motor vehicle is not used for commercial purposes. Parker authorizes the owner/manager/agent of this location to file for, prepare and execute an application for exemption from DC sales tax on parking on Parker’s behalf if necessary. Parker also agrees to execute an application within 10 days if DC does not accept the above referenced authorization. Parker understands not doing so may result in the liability of sales taxes not paid associated with the parking rates/fees Parker was quoted and/or have paid during the duration of the parking agreement, both past and future.

GROUP PAID

1. Group Paid permits become billable immediately upon the activation date for either partial or full month and are non-refundable once activated.

2. Group Paid permits renew automatically until either the individual permit has fully terminated and/or the entire Group Paid account is terminated.

3. Specific parker relationships to Group Paid permits are managed through the Commutyble “Group Payer” internet site and are the responsibility of the Group Payer or assigned representatives.

4. Parkers assigned to permits on Group Paid accounts may be edited, replaced, or removed by the Group Payer administrator without change to the permit fee structure.

5. Group Paid permits marked for termination during the month may be billed on the following month’s invoice given that the “termination mark” may be removed prior to the end of the month thereby leaving the renewal process unchanged. Fees for successfully terminated permits will be invoiced as credits on the invoice of the month following the termination and noted as such.

6. Late fees may be incurred for Group Paid accounts for delinquency after the 2nd day of the month.

SHORT-TERM PASSES AND RESERVATIONS

1. A Reservation is an hourly form of Commutyble Short-Term Pass

2. Short-Term Passes may be recorded, purchased, and cancelled prior to use within allowable, posted cancelation windows.

3. Allowable cancellation timeframes may vary

4. Fees paid for Short-Term Passes not cancelled are non-refundable after either the start time of the Short-Term Pass or within the posted “cancellation window”

5. Short-Term Passes generally, but not always, conform to normal pricing rules

6. Site pricing rules may vary

PAYMENT

• Credit Card Payments:

o Credit card payments for parking may incur a convenience fee up-to a 4.0% Fee

o Short-Term Passes paid via credit card will be processed immediately upon entry.

o Failed credit card payments will result in denied access - and additionally will retain responsibility to pay for the nonrefundable Short-Term Pass fee.

o Fees owed by parkers exiting after the Short-Term Pass timeframe will invoke additional hourly fees automatically charged to the payment method AND an additional $5.00 penalty fee.

• Commutyble Wallet Payments:

o Unused funds held in Commutyble Wallet without any account activity for greater than 6-months will be subject to monthly maintenance fees of $20 per month.

CONTACT US

Questions regarding Commutyble Terms of Service may be directed to:

Commutyble
1775 I Street NW
Suite 1150
Washington, DC 20006
Phone: 202.587.5620
Email: info@commutyble.com