ePARK Systems, Inc., Agreement 0101/— 07766g
AGREEMENT
BETWEEN THE CITY OF MIAMI BEACH AND ePARK SYSTEMS, INC.
FOR THE PURCHASE OF IN- VEHICLE PARKING METERS (IVPM'S) FOR THE
CITY OF MIAMI BEACH PARKING SYSTEM
THIS AGREEMENT, made this �a/ day of /4ht( , 2011, by and between the
City of Miami Beach, a municipal corporation existing urYder the laws of the State of Florida,
hereinafter referred to as the "City," and ePark Systems, Inc., a Delaware Corporation duly
authorized to do business in the State of Florida, hereinafter referred to as the "Contractor" or
"ePark ".
WHERAS, the Contractor has developed certain proprietary technology identified as "in-
vehicle parking meters devices" (IVPM) that will enable the City, through its Parking
Department, to sell the Contractor's IVPM (also referenced to herein as "iPark" devices) that
can be used at City single and /or multi -space parking sites to pay for actual parking time (for a
pre -paid amount of parking hours), without the necessity or inconvenience of stepping out of
one's vehicle or looking for change /cash /credit card for said parking meters; and
WHEREAS, Contractor and City have negotiated the following agreement for the City's
purchase of IVPM's and other related goods and services for implementation within the Citys'
identified parking facilities
NOW, THEREFORE, the parties agree as follows:
I. SCOPE /PRICING /FEES
A. The City shall purchase, and Contractor agrees to sell to City, the IVPM's, and
such ancillary equipment and related support services, as required, all as further
set forth in Exhibit "A" hereto.
B. At a minimum, the IVPM shall have the following capabilities /specifications:
a) A self contained unit with dimensions consistent for display purposes from a
vehicle's rearview mirror or comparable location.
b) A digital display that clearly displays the countdown of time and is clearly
visible day or night from within reasonable proximity of a vehicle.
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c) Capability to be programmed to allow for multiple zones (time limits) and
multiple rates (fees).
C. Upon the receipt of a purchase order from the City ( "Purchase Order ") for the
goods and services, or any portion thereof, to be provided herein, the Contractor
shall provide and /or perform said goods /services as identified in this Agreement
and exhibits hereto, and in accordance with such other terms and conditions as
may be set forth in the Purchase Order. The Contractor shall be solely
responsible for furnishing all materials, tools, equipment, manpower, and any
and all other deliverables, as required, to effectuate the purpose(s) of this
Agreement (including, without limitation, Contractor's compliance with any and
all additional terms and conditions as may be set forth in the Purchase Order).
D. The terms of payment and delivery shall be as specified in Article II and Exhibit
"A" hereto. Notwithstanding anything in this Agreement and /or the Purchase
Order, the total amount of goods and /or services to be purchased and /or
performed for any contract year during the Term (a "contract year" is hereinafter
defined as the twelve month period from September 9 to September 8 shall
not exceed the total sum of $200,000.
II. TERM /PRICING
The initial term of this Agreement shall be for a period of two (2) years, and shall be
deemed to have commenced retroactively to September 9, 2010 (the Commencement
Date), and shall terminate on September 8, 2012.
At the City's sole discretion, and provided Contractor is in good standing and not in
default pursuant to the terms of the Agreement, the City may renew the Agreement for
an additional two (2) renewal term, upon the same terms and conditions set forth
herein, by providing written notice to Contractor no later than thirty (30) days before the
expiration of the initial term.
Contractor shall guarantee the prices in Exhibit "A" throughout the entire Term of this
Agreement. The Contractor agrees to provide the goods and /or services to the City at
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the prices specified in Exhibit "A ". Any prices specified in Exhibit "A" will remain firm for
the Term of this Agreement.
III. PAYMENT
The Contractor, upon delivery of the goods, materials, equipment, and /or services, on
any portion thereof, set forth in this Agreement, or in a Purchase Order, shall issue an
invoice to the City for said deliverables, at the prices specified herein. All invoices
received by the City are payable within thirty (30) calendar days from receipt, provided
they have first been approved by the City, and the City has accepted delivery of the
particular goods and /or service(s) being invoiced.
The City reserves the right (including, without limitation, for all and /or any portion of
goods, materials, equipment, and /or services, not acceptable and /or not satisfactorily
performed), to refuse payment and /or partially pay, at the City's discretion, any invoice
submitted by the Contractor. All invoices shall be directed to the City of Miami Beach,
Parking Department, 1755 Meridian Avenue, Suite 200, Miami Beach, Florida, 33139,
Attn: Rocio Alba, Financial Analyst III.
IV. CANCELLATION DUE TO UNAVAILABILITY OF FUNDS
In the event that funds are not appropriated or otherwise made available to support
continuation of the purchase of the goods and /or services contemplated herein, the
Agreement may be canceled by the City, through its City Manager, in his /her sole
discretion, without penalty, upon ten (10) calendar days written notice to Contractor.
The Contractor shall be entitled to be paid for any goods and /or services approved and
accepted by the City up to the date of termination specified in the notice, and for all
portions of materials, supplies, services, and facility orders which cannot be cancelled
and were placed prior to the effective date of termination. Thereafter, the City shall
have no further obligation and /or liability to Contractor under this Agreement.
V. GENERAL CONDITIONS
A. Patents and Copyrights
The Contractor shall pay all royalties and assume all costs arising from the use
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of any invention, design, process, materials, equipment, product or device, which
is the subject of patent rights or copyrights. Contractor shall, at its own expense,
hold harmless and defend the City against any claim, suit or proceeding brought
against the City which is based upon a claim, whether rightful or otherwise, that
any part thereof, furnished under this Agreement, constitutes an infringement of
any patent or copyright of the United States. The Contractor shall pay all
damages and costs awarded against the City.
B. Termination for Default
1. This Agreement may be terminated by the City, through its City Manager,
for cause, in whole or in part, upon fifteen (15) calendar days written
notice to Contractor, whenever the City Manager, in his /her sole and
reasonable judgment and discretion, shall determine that the Contractor
has failed to perform under this Agreement.
2. The City (through its City Manager) also has the right to terminate this
Agreement for cause, upon fifteen (15) calendar days written notice to
Contractor, for default if the Contractor fails to make delivery of; or if the
Contractor fails to perform, the Work within the time specified in the
Agreement or if the Contractor fails to perform any other provisions of the
Agreement.
3. Failure of Contractor to deliver or perform within the time specified, or, if
no time is specified, within fifteen (15) calendar days from the date of
written notice from the City, or failure to make replacements of rejected
articles when so requested, shall constitute authority for the City to
purchase in the open market articles /services of comparable grade to
replace the articles /services rejected, not delivered, or not completed. On
all such purchases, the Contractor shall reimburse the City, within a
reasonable time specified by the City, for any expense incurred in excess
of the Agreement prices. Such purchases shall be deducted from
Agreement quantities.
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4. Should public necessity demand it, the City reserves the right to utilize
services or use and /or consume articles delivered which are substandard
in quality, subject to an adjustment in price to be determined by the City,
in its sole and reasonable discretion. Notwithstanding the preceding, the
Contractor shall not be liable for any excess costs if acceptable evidence
has been submitted to the City that failure to perform was due to causes
beyond the control and without the fault or negligence of the Contractor.
C. Termination for Convenience
The City, through its City Manager, may terminate this Agreement for its
convenience and without penalty upon thirty (30) calendar days written notice to
the Contractor. In the event of such a termination by the City, the City shall be
liable for the payment of all goods, equipment, and materials delivered and
accepted by the City prior to the effective date of termination and for all portions
of materials, supplies, services, and facility orders which cannot be cancelled
and were placed prior to the effective date of termination. Thereafter, the City
shall have no further obligation and /or liability to Contractor under this
Agreement.
D. Warranty
The Contractor warrants to City that all goods, equipment and materials provided
herein shall conform to professional standards of care and practice in effect at
the time; be of the highest quality; and be free from all faults, defects or errors.
The Contractor warrants to City that all goods, equipment and materials provided
shall be new. If the Contractor is notified in writing of a fault, deficiency or error
in any goods, equipment and /or materials, or any portion thereof, the Contractor
shall promptly repair or replace all (or such portions) to correct such fault, defect
or error, at no additional cost to the City.
E. Force Majeure
The Contractor or City, respectively, shall not be liable for any Toss or damage,
resulting from any delay or failure to perform its contractual obligations within the
time specified, due to acts of God, actions or regulations by any governmental
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entity or representative, strikes, or other labor trouble, fire, embargoes, or other
transportation delays, damage to or destruction in whole or in part, of equipment
or manufacturing plant, lack of or ability to obtain raw materials, labor, fuel or
supplies for any reason including default of suppliers, or any other causes,
contingencies or circumstances not subject to the Contractor's or City's control,
respectively, whether of a similar or dissimilar nature, which prevent or hinder the
performance of the Contractor's or City's contractual obligations, respectively.
However, under such circumstances as described herein, the City may in its sole
discretion, cancel this Agreement for the convenience of the City, as provided in
Section C. hereof.
F. Indemnification and Insurance
1. Indemnity
The Contractor hereby agrees to indemnify and hold harmless the City, its
officers, agents, and employees, from and against any and all liability,
claims, damages, demands, expenses, fees, fines, penalties, suits,
proceedings, actions, and costs of actions, including attorneys' fees for
trial and on appeal (and for the preparation of same), arising out of the
Contractor's, its officers', agents', and employees' acts, or omissions
associated with the Agreement. Notwithstanding the preceding, nothing
herein shall be deemed to require the Contractor to indemnify or hold
harmless the City for any acts or omissions resulting from the gross
negligence or willful misconduct of the City's officers, agents or
employees.
Notwithstanding the preceding provisions of this Section F.1., such
indemnity clause shall not render the Contractor liable to the City for
claims of the City for loss of revenue or for claims of the City for indirect,
incidental or consequential damages arising out of or related to the City's
operation or use of equipment and materials supplied by Contractor.
This Indemnification shall survive termination of this Agreement. •
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2. Insurance
The Contractor, at its own expense, shall keep in force and at all times
maintain during the term of this Agreement:
(a.) Commercial General Liability Insurance:
Commercial General Liability Insurance, issued by responsible
insurance companies and in a form acceptable to the City's Risk
Manager, protecting and insuring against all the foregoing with
coverage limits of not less than One Million Dollars ($1,000,000)
per occurrence for Bodily Injury and Property Damage.
(b.) Workers' Compensation Coverage:
Full and complete Workers' Compensation Coverage, as required
by State of Florida law, shall be provided, if any work is to be
performed by the Contractor at the City's site(s) of business.
(c) Insurance Certificates:
The Contractor shall provide the City with Certificate(s) of
Insurance on all the policies of insurance and renewals thereof, in
a form(s) acceptable to the City's Risk Manager. Said Commercial
General Liability policy shall provide that the City of Miami Beach,
Florida, shall be named as an additional insured. The City shall be
notified in writing of any reduction, cancellation or substantial
change of policy or policies at least thirty (30) calendar days prior
to the effective date of said action. All insurance policies shall be
issued by responsible companies who are acceptable to the City
and licensed and authorized to do business under the laws of the
State of Florida.
G. Acceptance
Any goods, equipment and /or materials (or any portion thereof) provided under
this Agreement shall be deemed accepted, if not rejected by the City by written
notice mailed, delivered or faxed to Contractor at any business office of
Contractor or an affiliate of Contractor on or before ten (10) business days after
such goods, equipment, and /or materials (or portions thereof) are received by
City. Any goods, equipment and /or materials, or portions thereof, under this
Agreement, shall remain the property of the Contractor until accepted by the City
(or if deemed accepted). In the event any goods, materials and /or equipment
furnished under this Agreement are found to be defective or do not conform to
the specifications, the City reserves the right to cancel the Agreement upon
written notice to the Contractor, but only after the Contractor has been given
written notice of the proposed rejection by the City, and has failed to adequately
repair or replace the unacceptable portion(s) within fifteen (15) calendar days of
receipt of such notice.
H. Right to Audit Records
The City shall be entitled at any time during the Term, and at the City's sole cost
and expense, to audit the books and records of the Contractor or any
sub - contractor to the extent that such books and records relate to the
performance of this Agreement or any sub - contract to this Agreement. Such
books and records shall be maintained by the Contractor for a period of three (3)
years from the date of expiration (or earlier termination) of this Agreement, and
by the sub - contractor for a period of three (3) years from the date of final
payment under the sub - contract.
I. Time is of the Essence
The parties agree that time is of the essence in the performance of Contractor's
duties and other obligations under this Agreement.
J. All information, data, designs, plans, drawings, and specifications developed
solely for the City by the Contractor or its subcontractors pursuant to this
Agreement, shall be the sole property of the City and all rights therein are
reserved by the City, except that the Contractor may disclose any such
information to its corporate affiliates and their agents. The City and the
Contractor agree that the IVPM or iPark devices and their included software are
generic in nature and that these devices have not been developed solely for the
City from any of the City's information, data, designs, plans, drawings or
specifications.
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K. Amendments to Agreement
The City, without invalidating this Agreement, may order changes within the
general scope of this Agreement consisting of additions or deletions, the
Agreement price and time being adjusted accordingly, provided that there are no
changes in the specifications of any of the articles comprising the goods,
equipment, and materials to be provided herein.
Any such changes shall be authorized by a written amendment to this
Agreement, and shall only be effective if approved and executed by the parties
hereto.
L. Familiarity With The Work/Product
The Contractor by executing this Agreement acknowledges full understanding of
the extent and character of the goods and /or services required hereunder and
the conditions surrounding the performance thereof.
The City will not be responsible for any alleged misunderstanding of the goods
and /or services to be furnished or completed, or any misunderstanding of
conditions surrounding the performance thereof. It is understood that the
execution of this Agreement by the Contractor serves as its stated commitment
to fulfill all the conditions referred to in this Agreement.
M. Title and Risk of Loss
The title and risk of Toss to any goods, equipment and materials provided
pursuant to this Agreement shall only pass from the Contractor to the City upon
City's acceptance of same.
N. Miscellaneous Provisions
1. Assignment of this Agreement shall not be made without the prior written
consent of the City.
2. The Contractor shall comply with all applicable federal, State and local
laws, ordinances, rules and regulations pertaining to the performance of
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Work under this Agreement
3. No waiver, alterations, consent, amendments or modification of any of the
provisions of this Agreement shall be binding unless in writing and signed
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by the parties.
4. The Contractor is solely responsible for obtaining all permits, licenses,
and certificates, or any such approvals of plans or specifications as may
be required by federal, State and local laws, ordinances, rules, and
regulations, for the proper execution and completion of all work
contemplated under this Agreement, including all costs therefore.
5. The Contractor is responsible for all damage or loss by fire, theft or
otherwise, to the Contractor's materials, tools, equipment, and
consumables, left on City p p v by ro ert b the Contractor.
6. This Agreement is considered a non - exclusive Agreement between the
parties.
7. This Agreement is deemed to be under and shall be governed by, and
construed according to, the laws of the State of Florida.
8. Any litigation arising out of this Agreement shall be had in the courts of
Miami -Dade County, Florida. BY ENTERING INTO THIS AGREEMENT,
CITY AND CONTRACTOR EXPRESSLY WAIVE ANY RIGHTS EITHER
PARTY MAY HAVE TO A TRIAL BY JURY OF ANY CIVIL LITIGATION
RELATED TO, OR ARISING OUT OF, THIS AGREEMENT.
9. Contractor warrants and certifies that it is authorized to enter into this
Agreement and the undersigned is authorized to execute same on behalf
of Contractor as the act of the said Contractor.
10. This Agreement, including any Exhibits hereto, contains all the terms and
conditions agreed upon by the Parties. No other agreements, oral or
otherwise, regarding the subject matter of this Agreement shall be
deemed to exist or to bind either party hereto. If any provision of this
Agreement is held to be unenforceable, this Agreement shall be
construed without such provision.
11. All payments by City to Contractor pursuant to this Agreement shall be in
United States Dollars.
12. Payment of any Florida sales and use taxes, levied upon or as a result of
to
this Agreement, if any, shall be the obligation of the City.
13. Contractor shall be deemed at all times to be an independent contractor
and is wholly responsible for the manner in which it performs the Work
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under this Agreement. Contractor is liable for the acts and omissions of
itself, its employees and its agents. Nothing in this Agreement shall be
construed as creating an employment or agency relationship between City
and Contractor.
14. This Agreement may be executed in any number of counterparts, each of
which will be deemed an original, but all of which together will constitute
but one agreement.
0. Intellectual Property
The parties agree and acknowledge that the Contractor will have sole
ownership of intellectual property relating to the iPark device, and any ideas,
inventions, discoveries, techniques, characterizations or other developments
related thereto that are developed by Contractor, in performance of its
obligations hereunder shall be the sole property of the Contractor.
Notwithstanding the foregoing, the Parties agree and acknowledge that the City
may analyze information provided by the Contractor relating to the City use of
the iPark, including the City feedback and historical usage information (but
specifically not including any information regarding the specifications or
functionality of the Contractor hardware (including the iPark device, software or
other technology), solely for the purposes of assessing the effectiveness of the
iPark program within City facilities and the efficiency of parking resources on City
property, and any results of such analysis by the City shall be the property of the
City provided that (i) in no event shall the City attempt to reverse engineer any
Contractor technology, nor shall anything herein be construed as granting the
City any right, title or interest in or to any the Contractor technology;(ii) no results
of such analysis may be sold or otherwise provided to any direct or indirect
competitor of the Contractor;, and (iii) any use or disclosure of City information
shall at all times remain subject to the Contractor's privacy policy and any laws
and regulations relating to data security to which the Contractor and /or the City
may be subject. (See Exhibit "B" for the Contractor Systems Privacy Policy
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Statement).
P. CONFIDENTIALITY AND SOLICITATION
1. Each party understands that the other party has disclosed or intends to
disclose Confidential Information pursuant to this Agreement. The
receiving party agrees that it will not use Confidential Information received
from the disclosing party, or any other party, for any purpose other than to
provide the services contemplated by this Agreement and to evaluate the
performance of the other party's obligations hereunder. The City
specifically agrees that it will not directly or indirectly, test, modify,
manipulate research, reverse engineer, replicate the iPark device or other
Confidential Information of the Contractor, or otherwise work with or
manipulate the Confidential Information of the Contractor in an effort to
understand the proprietary technology or learn information not explicitly
stated in the Confidential Information. Each party will be responsible for
ensuring that all of its agents and employees that receive Confidential
Information agree to abide by the provisions of this Section P.
2. The parties agree that money damages will not be a sufficient remedy for
any breach of this Section P by it or their representatives, and the
disclosing party shall be entitled, in addition to money damages, to
specific performance and injunctive relief and any other appropriate
equitable remedies for any such breach. Such remedies shall not be
deemed to be the exclusive remedies for a breach of this Section but shall
be in addition to all other remedies available at law or in equity. The
parties acknowledge that the Confidential Information is valuable and
unique and that disclosure in breach of this Confidentiality Agreement will
result in irreparable injury to the disclosing party.
3. For purposes of this Section VIII, "Confidential Information" shall mean
any information that is owned or controlled by the disclosing party. It also
includes information of third parties in possession of the disclosing party
that the disclosing party is obligated to maintain in confidence.
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Confidential Information subject to this Agreement may be in intangible
form, such as unrecorded knowledge, ideas or conceptions or information
communicated orally or by visual observation, or may be embodied in
tangible form, such as a document or device. The term "document"
includes written memoranda, drawings, training materials, specifications,
notebook entries, photographs, graphic representations, firmware,
computer information or software, information communicated by other
electronic or magnetic media, or models. "Confidential Information" shall
not include information that: (a) is already known to the receiving party
and was properly obtained by the receiving party prior to the effective date
of this Agreement as evidenced by the receiving party's written records;
(b) is already in the public domain or becomes available to the public
other than through a negligent act or omission or willful misconduct of the
receiving party; (c) is acquired in good faith from a third party and at the
time of acquisition the receiving party has no knowledge or reason to
believe that such information was wrongfully obtained or disclosed by the
third party; (d) is independently developed by the receiving party from
information not defined as "Confidential Information" in this Agreement, as
evidenced by the receiving party's written records; (e) is disclosed to the
receiving party by the disclosing party and, at the time of such disclosure
(or thereafter), the disclosing party states in writing that it is not
"Confidential Information "; (f) is otherwise subject to disclosure, inspection
and copying pursuant to Florida Public Records Law (including, without
limitation, Chapter 119, Florida Statutes), as same may be amended from
time to time; or (g) is required to be disclosed pursuant to a court order
and /or order of any administrative body having jurisdiction over the
subject matter under this Agreement. Any "Confidential Information" shall
be clearly designated as such by the disclosing party. Recognizing that
the City is subject to broad right -to -know laws and that the maintenance of
document confidentiality is an administrative burden, the Contractor will
limit the dissemination of information to the City that the Contractor
considers confidential.
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4. The Contractor will refrain from engaging in any direct solicitation of
potential customers in the City's area without the prior written consent of
the City Manager. Notwithstanding the foregoing, nothing in this Section P
shall be deemed to restrict the Contractor from communicating directly
with existing customers in the normal course of business, or from
conducting general marketing and advertising activities relating to the
iPark device that do not constitute in- person solicitation of potential City
customers.
IN WITNESS WHEREOF, the parties hereto have hereunto set their hands and seals
on the date first written above.
FOR CITY: CITY OF MIAMI BEACH, FLORIDA
ATTEST:
isk
0011P
B
City Clerk ► � Cl Edward L. Tobin
Vice - Mayor
FOR CONTRACTOR: E -PARK SYSTEMS, INC.
ATTEST:
(4) 4,
cretary P esident
......,� e s e L ., - - Alas / . difw4,7f2_.
Print Name Print Name
APPROVED AS TO
FORM & LANGUAGE
& FOR EXECUTION
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"Exhibit A"
Pricing and Fees
1. iPark Devices
1.9 ePark Systems (Contractor) will provide the City the iPark 1.0 device at a
price of $20.00 per unit, including holder. The Initial Fee will be refunded
in the event that the end user customer closes their iPark account and
returns the device to Contractor (determined with reference to the date
received by ePark) within 90 days following the establishment of the
customer account for said device. After such 90 day period, the fee will be
non - refundable.
In the event that a customer reports a lost, stolen or damaged iPark
device, the Contractor will replace the unit one time without any additional
fee. Any subsequent replacement will be subject to fee of $20 plus
shipping and handling. Notwithstanding the foregoing, for any non-
operational iPark, the malfunction of which is determined by the
Contractor to have been without fault of the customer, ePark will replace
such iPark device upon receipt thereof at no further charge, including all
shipping and handling charges.
If the City elects to distribute iParks devices locally, the fee terms listed
herein will apply from the point the customer purchases the device from
City stores. ePark will invoice the City for iPark devices and holders upon
shipment to the City.
1.2 Upon domestic release of the new EOS device, the Contractor will provide
the City the iPark EOS device at a target price of $25.00 per unit, and a
trade in credit as follows:
• If the customer has reloaded the 1.0 device 5 or more times, ePark will 0 u ))''
give them a $10 credit toward the purchase of the EOS;
• If a customer has reloaded the 1.0 device 3 to 4 times ePark will give
them a $5 credit toward the purchase of the EOS; and
• If a customer has reloaded the 1.0 device less than 2 times they will
NOT receive a credit toward the purchase of the EOS.
1.3 The City will be invoiced at the time of order shipment.
2. Value Load Transaction Fees
2.1. The Contractor will provide value load amounts of $25.00 and $50.00.
2.2. The Contractor will charge $2.00 per $25.00 value load, and $3.50 per
$50.00 value load.
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2.3. The Contractor will invoice the City for any value load within five (5)
business days of the 1 of each month for all value loads delivered during
the prior month. The Contractor will provide the reporting for the City to
audit and verify the value load delivery count and amount.
3. Support Systems
3.1. The Contractor will provide the City with access to the Contractors' multi-
channel customer service and support system (IVR, Website, and
Customer Service Call Center) at no charge.
3.2. If the City elects to use the Contractor's multi - channel customer service
and support system (IVR, Website, and Customer Service Call Center) to
allow the City customers to purchase and receive value loads codes via
any of the three channels (IVR, Website, Customer Service Call Center),
the City will be charged a 6% convenience fee of the total value loads
processed through the contractor customer service and support system.
The following chart is for illustrative purposes and is representative of the fees /costs in
Sections 2 and 3 above.
Value Load Transaction Convenience
amount Fee Fee 6%
$25 $2.00 $1.50
$50 $3.50 $3.00
III
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Exhibit B
ePark has developed an Internet Privacy Policy to protect the consumer, city and ePark.
It provides awareness and notice of how the information is gathered and processed. It is
a vital piece of information and a part of the web pages maintained for CMB. It is updated
periodically to remain legally responsible and current. Below is the current policy as of
April 1, 2011.
ePark Systems Inc.
INTERNET PRIVACY POLICY
Introduction
ePark Systems Inc. ( "ePark "), is committed to respecting your privacy, and we have created
this privacy policy the "Privacy Policy ") to give you a clear understanding of how our Web
Site operates, and how personally identifiable information is handled.
We have a clear Privacy Policy: we collect no personally identifiable information through this
web site unless you voluntarily supply it. We define personally identifiable information as
information that can uniquely identify an individual person.
This privacy statement explains under what circumstances we gather personal information, how
we use it, your choices in regard to our use of the information and how we protect the
information.
By using our Web Site, you consent to the collection and use of information as set forth in
this Privacy Policy.
1. Type of Information Collected
When you visit our Site, we may collect and store information from you that you voluntarily
choose to give us or enter on our Site, including personally identifiable information. In these
instances, we will obtain your consent. Our primary purposes in collecting and processing
your personally identifiable information are to provide you with the services you request or to
personalize product information and offers for you. If you request us to do so, we will use
your information to provide you with additional information about our products and services
and to send you information on other products and services that may be of interest to you.
This will be restated this in the area of our Web Site where we collect information for these
purposes.
2. Our Use of the Information
If you need to provide personal information to access features or services, we will dearly
disclose how the information will be used.
We do not sell, trade, or rent your personally identifiable information to others. However, we may
share your personally identifiable information with other ePark affiliates, our agents, contractors or
business partners in order that they may perform services for us. For example, your personally
identifiable information may be shared (1) with contractors we use to support our business
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(e.g. fulfillment services, technical support, delivery services, and financial institutions) or (ii)
where required by applicable laws, court orders, or government regulations.
In addition, since we may conduct research on user demographics, interests, and behaviors
based upon information provided to us during use of our Web Sites, we may combine your
information with information collected from other individuals to produce anonymous,
aggregated, and statistical information. Aggregated and statistical data does not include
personally identifiable information. We use this information, such as the percentage of male or
female visitors, or the percentage of visitors within certain age brackets, to improve the content
of our site. We also may share this anonymous aggregated or statistical information with partners
or other third parties.
As our company changes and grows, we might sell or buy companies, subsidiaries, products
or assets. In such transactions, customer information generally is one of the transferred
business assets. In the event ePark goes through a business transition, such as a merger,
acquisition by another company, or sale of all or a portion of its products or assets, your
personal information will likely be transferred.
3. Notice
Where ePark collects personally identifiable information directly from individuals, we inform
them about the purpose and use of the collected information, and the choices and means, if any,
we offer individuals for limiting the use and disclosure of their personal information. Notice is
provided in clear and conspicuous language when individuals are asked for the information.
ePark does not use or disclose the information for a purpose other than that for which it was
originally collected.
4. Consent
ePark believes that consent is one of the most important privacy principles. You have the
choice not to submit any personally identifiable information to us (although under such
circumstances you may be unable to participate in all aspects of our Web Site).
5. Access to Review, Correct, and Delete information
ePark uses personally identifiable information only in ways that are compatible with your
consent and the purposes for which it was collected. We take reasonable steps to ensure that
personal information is relevant to its intended use, accurate, complete, and current. One such
step is granting users access to the personally identifiable information they provided on a web
site. In some of portions restricted of our Site, you may log in to your account profile or
preferences to view and modify the information as appropriate.
5. Security
We are committed to the security of personally identifiable information and we take reasonable
precautions to maintain that protection.
ePark has implemented SSL technology to protect the transmission of personally identifiable
information. This technology secures the information prior to transmission over the Internet
between your computer and our servers through encryption. We protect personally identifiable
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information stored on the web site servers from unauthorized access using reasonable technical
and procedural controls.
ePark uses physical and administrative procedures to attempt to safeguard personally
identifiable information and only guarantee the security of said information insofar as the methods
and procedures employed provide. We cannot guarantee that it is completely secure in instances
where the means of obtaining such information falls outside of our control. Such instances include
but are not necessarily limited to viruses, worms and spy ware that infect the end - user's computer
in order to intercept information from the users computer. In short, people who might attempt to
evade security measures or intercept transmissions over the Internet is outside the scope of
ePark's control. It is therefore highly encouraged that you obtain personal protection for your
computer to help safeguard against these and other forms of information infections.
7. Retention of Personally Identifiable Information
Once you have provided personally identifiable information to ePark, we store and maintain the
information you have volunteered for so long as we need it to provide the service that you
requested, unless you have directed us otherwise, or for so long as we are required by law.
8. Cookies
Cookies are tokens of information that our web sites may provide to your browser, which is
used only by our web sites while you are at those sites. The ePark Site supplies your web
browser with cookies that contain a unique identifier used to better understand web site usage in
the aggregate so that we know what areas of our site users prefer (e.g., based on the number of
visits to those areas).
ePark will only be able to read those cookies that we place; we cannot access or read other
parties' cookies. We may also use cookies on an aggregate basis to track site navigation and
traffic trends. This aggregated and anonymous information will help us to improve Site
content, and may be shared with partners or other third parties.
If you are a registered user on the ePark web site, when you login, we may supply you with a
cookie that is maintained by your browser and contains your identifier. This type of cookie is
used to identify you and provide you with access to areas of our web site that are limited to
registered users, such as those that allow you to view and manage your account.
If you simply want to browse, you do not have to accept cookies from our site. Should you
decide, however, that you would like to register and login to special areas of the web site and
you have modified your browser settings not to accept the cookies, you will need to re -set your
browser to accept cookies that we send it. Otherwise, we will not be able to let you participate
in certain areas of the web site. Most browsers are defaulted to accept and maintain
cookies. To learn more about cookies and how to specify your cookie preferences, please
search for "cookie" in the "Help" portion of your browser.
9. IP Addresses
An Internet Protocol (IP) address is a number that is automatically assigned to your computer
by your Internet Service Provider (ISP) whenever you connect to the Internet. Like other
Internet sites, ePark may collect IP addresses to analyze aggregate information about the
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number of visitors and site usage. Your IP address is not linked with personal information that you
provide. ePark does reserve the right, however, to use IP addresses to identify individuals who
threaten our site, service, or customers in accordance with regulatory requirements.
10. Clickstream
A "clickstream" or "clickstream data" reflect the specific web pages visited by an individual user,
and, importantly, the manner or traffic pattern by which a user moves from one web page to
another. We track such information only within our Web Site; we specifically do not track any
clickstream activity outside of the ePark Site pages.
Cicckstream data does not contain or reveal any personally identifiable information about the user
and we do not match that data with the personal information you provide us.
11. Changes to this Privacy Policy
This Privacy Policy may be revised periodically. By using this Site you acknowledge
our right to change this policy, without prior notification, and our commitment to post changes
on this page so that you are informed of the types of information we collect, how we use it, and
under what circumstances, if any, it is disclosed. We will indicate on the Privacy Policy web
page the date of the last Privacy Policy update. We recommend that you visit our Privacy Policy
page whenever you visit this Site so that you are aware of any changes.
12. Contact Us
If you have questions about this policy or ePark's information collection, use, and disclosure
practices, you may contact us at: ePark Systems, Inc.,1835A S. Centre City Parkway, Suite
433, Escondido, CA 92025.
We will use reasonable efforts to respond promptly to requests, questions or concerns you may
have regarding our use of personal information about you. Except where required by law, ePark
cannot ensure a response to questions or comments regarding topics unrelated to this policy or
ePark's privacy practices.
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