PLATFORM TERMS OF USE AGREEMENT

Contents:

  1. Introduction
  2. Modification
  3. Eligibility
  4. Registration
  5. Memberships
  6. Term
  7. Proprietary Rights in Platform Content; Limited License to Access and Use Platform
  8. Social Media Community Use Policy
  9. Provider Content
  10. Code of Conduct
  11. Copyright Policy and Copyright Complaints
  12. Repeat Infringer Policy
  13. Trademarks
  14. Idea Submission
  15. Encryption Disclaimer
  16. Privacy Policy
  17. Third Party Websites and Content
  18. DISCLAIMERS
  19. LIMITED LIABILITY
  20. Indemnification
  21. Choice of Law; Dispute Resolution
  22. Waiver
  23. Cumulative Remedies
  24. Final Agreement
  25. Representations
  26. Electronic Communications
  27. Notices

  1. Introduction. This Platform Terms of Use Agreement ("Agreement") sets forth the legal terms that govern the user's ("User", "You", or "Your") use of the Ford GoBike mobile application ("Mobile Application"), the Ford GoBike website, fordgobike.com ("Website") (the Mobile Application and the Website, collectively, the "Platform") and any affiliated websites ("Affiliated Websites") that are operated by Bay Area Motivate, LLC and its affiliates ("Motivate", "Our", "Us" or "We"). Please save a copy of this Agreement for Your personal records. By accessing or using the Platform, You are acknowledging that You have read, understood, and agreed, to be bound by this Agreement and Our Privacy Policy (incorporated into this Agreement by this reference) without limitation or qualification.

  1. Modification. At any time and from time to time, and without Your consent, We may unilaterally amend, modify, or change this Agreement, in Our sole discretion and without any notice or cause. By continuing to use the Platform after any amendment, modification, or change, You have agreed to be bound by all such amendments, modifications, and changes. Therefore, please carefully review this Agreement on a regular basis to maintain awareness of all amendments, modifications, and changes.

  1. Eligibility. Anyone who agrees to this Agreement and Our Privacy Policy and continues to abide by the terms therein is eligible to use the Platform; provided, however, that certain programs on the Platform that collect personally identifiable information might not be accessible to any person less than 18 years of age. If you access the Platform or its services from outside the United States, then be aware that, under this Agreement, United States laws apply to Motivate and its affiliates, agents, owners, employees, contractors, representatives, successors, and assigns (collectively, "Motivate and its Related Parties"), to the Platform, to any Affiliated Websites, and to all of its services, as opposed to any foreign or regional law that may relate to intellectual property rights, privacy rights, collection of data, or other rights.

  1. Registration. In consideration of Your use of the Platform, You agree to: (i) provide accurate, current, and complete information about You, as may be prompted by any registration form on the Platform ("Registration Data"); (ii) maintain the security of Your Platform password and identification; (iii) maintain and promptly update Your Registration Data and all other information that You provide to Us; and (iv) be fully and solely responsible for all use of Your Account (defined below) and for any action that takes place within Your Account.

  1. Memberships. You may purchase an annual membership ("Membership") for the self-serve bicycle rental services provided by Motivate ("Service"). To purchase a Membership, You must review and agree to the Ford GoBike Bicycle Rental Agreement ("Rental Agreement") and the Liability Waiver, Release, Indemnification, and Voluntary Assumption of Risk (the "Release"), and create a User account ("Account"), on the Platform.

  1. Term. The term of this Agreement begins when You first use the Platform, and it ends 10 years after Your last visit to the Platform. At any time and from time to time, and without Your consent, We may unilaterally terminate Your right to use the Platform and expel You from the Platform, in Our sole discretion and without any notice or cause. This Agreement remains in full force and effect after terminating Your right to use the Platform or after expelling you from the Platform.

  1. Proprietary Rights in Platform Content; Limited License to Access and Use All content that is on the Platform or that is available through the Platform or any of the Affiliated Websites, including all designs, text, graphics, pictures, video, information, applications, software, music, sound, and other files and their selection and arrangement (collectively, "Platform Content"), is the exclusive proprietary property of, or used under license by, Motivate and its Related Parties, with all rights reserved by Motivate and its Related Parties and the Released Parties. Except as otherwise described in the Data License Agreement, which is fully incorporated herein by this reference and may be reviewed by clicking on Data License Agreement, no Platform Content may be modified, copied, distributed, framed, reproduced, republished, downloaded, scraped, displayed, posted, transmitted, or sold in any form or by any means, in whole or in part, without Our prior written consent, which may be withheld in Our sole discretion, except with respect to any of Your Provider Content (as defined in Section 9) that You post on the Platform in accordance with the terms of this Agreement and Our Privacy Policy. For so long as You are eligible to use the Platform and You act in accordance with the terms of this Agreement: (i) You are granted a limited license to access and use the Platform solely for Your personal non-commercial use; and (ii) You are granted a limited license to access, use, download, or print a copy of any portion of the Platform Content to which You have properly gained access solely for Your personal non-commercial use. Except for Your Provider Content, if any, You must not upload or republish any Platform Content on any Internet, Intranet, or Extranet site and you must not incorporate any related information into any other database or compilation; and, any other use of the Platform Content is strictly prohibited. Such limited license is subject to all terms of this Agreement. We may take any legal action in connection with any violation of this Agreement. Any use of the Platform or of the Platform Content, other than as may be specifically authorized herein, without Our prior written consent (which may be withheld in Our sole discretion), is strictly prohibited and will automatically and immediately terminate all licenses granted by Motivate herein. Such unauthorized use might also violate applicable laws, including copyright or trademark laws and communications statutes and regulations. Unless explicitly stated herein, nothing in this Agreement may be construed as conferring any license to any intellectual property right, whether by estoppel, implication, or otherwise. At any time and from time to time, and without Your consent, We may unilaterally revoke any license that we grant, in Our sole discretion and without any notice or cause.

  1. Social Media Customer Use Policy. We engage our community through many digital outlets. Along with fordgobike.com, we communicate with our customers through social media platforms including Facebook and Twitter. These tools enable all of us to connect, share our interests and experiences, and engage in meaningful conversations. When engaging with Us over social media, it is important to note that you are agreeing to the following terms and conditions of this Social Media Policy, which we hope will satisfy each community member's need for expression, while maintaining each community member's right to feel comfortable, safe, and confident in their rights and obligations within our community.

Commenting on Motivate's Social Media Platforms:

We share content (information, photos, video) with our community through external social media platforms. All comments posted to Our social media platforms are moderated and if We, in Our sole discretion, determine that any post or comment violates the terms and conditions of this Social Media Policy, then we may remove those comments or posts. Failure to comply with this Social Media Policy may result in deletion of content or termination of your access to Our social media platforms.

This comment policy is subject to amendment or modification at any time.

User-Generated Content: As we continue to build our community, users are welcome and encouraged to submit and post content, including photographs and videos, to Our social media platforms where the content meets the standards articulated in this Social Media Policy. Users may only post their own, original content. Reproduced or borrowed content that reasonably appears to violate third party rights will be deleted. If you believe that a user has violated the terms of this Social Media Policy, then please contact Us. Although we try to maintain a safe environment on our social media platforms, we are not responsible for the posts of any user and disclaim any liability for such posts. TO THE FULLEST EXTENT PERMITTED BY LAW, MOTIVATE DISCLAIMS ALL EXPRESS AND IMPLIED WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, COMPATIBILITY, SECURITY, ACCURACY, NONINFRINGEMENT, AND USEFULNESS, WITH RESPECT TO ANY CONTENT POSTED ON OUR SOCIAL MEDIA PLATFORMS.

  1. Provider Content. You are fully and solely responsible for all content that You upload, post, transmit, or share to the Platform ("Provider Content"). You may not upload, post, transmit, or share any Provider Content on the Platform that You did not create or that You do not have permission to upload, post, transmit, or share. At any time and from time to time, and without Your consent, We may unilaterally review the Platform and delete, remove, or restrict any access to or viewing of any Platform Content, in Our sole discretion and without any notice or cause. You are fully and solely responsible, at Your full and sole cost and expense, for creating backup copies and replacing any Provider Content that You upload, post, transmit, or share to the Platform or provide to Us in any other way. When You post Provider Content to the Platform, You automatically authorize Motivate and its Related Parties to make such copies thereof as We may deem, in Our sole discretion, necessary or appropriate. By posting Provider Content to the Platform, You automatically grant, and You represent and warrant that You have the right to grant, to Motivate and its Related Parties an irrevocable, perpetual, non-exclusive, transferable, fully paid, worldwide right and license to use, copy, publicly perform, publicly display, sublicense, reformat, translate, excerpt, distribute, modify, prepare derivative works of, or incorporate into other works any Provider Content for any purpose (commercial, advertising, or otherwise).

  1. Code of Conduct. Motivate and its Related Parties are not liable for Your conduct or the conduct of any third party. Nonetheless, in an attempt to make the Platform a safer and healthier place, and in addition to the other terms of this Agreement, You agree to all of the following specific rules governing Your conduct on the Platform:

  1. Copyright Policy and Copyright Complaints. We respect the intellectual property rights of others, and We prohibit the uploading, posting, transmitting, sharing, or otherwise making available any material that violates another party's intellectual property rights. When We receive proper Notification of Alleged Copyright Infringement, as described below, We may promptly remove or disable access to any allegedly infringing material and may terminate any Account of any repeat infringer, in accordance with the Digital Millennium Copyright Act ("DMCA"). If You believe that Your own copyrighted work is accessible on the Platform or any service in violation of Your copyright, then You may provide our Designated Agent with a written communication as set forth in the DMCA, 17 U.S.C. Sec. 512(c)(3) that contains substantially the following information:

  1. Repeat Infringer Policy. At any time and from time to time, We may, in Our sole discretion and without notice or cause, limit access to the Platform or terminate any limited license to access and use the Platform of any User who infringes any intellectual property right of others, whether or not there is any repeat infringement.

  1. Trademarks. All Platform Content and all product names, trademarks, service marks, and logos provided by Us on the Platform are wholly owned or validly licensed by Motivate and its Related Parties. All product names, trademarks, service marks, and logos owned by third parties remain the property of such third parties. Ford and FordPass are trademarks of the Ford Motor Company.

  1. Idea Submission. If You submit any idea, suggestion, or testimonial (collectively, "Submission") to Motivate and its Related Parties, then at any time and from time to time We have the right to use or modify Your Submission, without charge, in any manner that We may deem appropriate, in Our sole discretion and without Your consent or any notice or cause, including any posting on the Internet. You agree that You will not violate or infringe any rights of third parties, including privacy, publicity, intellectual, or proprietary rights (such as copyright or trademark rights). If You make any Submission, then You represent and warrant that (i) You own or otherwise control the rights to Your Submission, and (ii) the Submission does not constitute or contain any software virus, commercial solicitation, chain letter, mass mailing, or other form of "spam" or malicious software. You must not use any false e-mail address, impersonate any person or entity, or mislead Motivate and its Related Parties or any third party as to the origin of any Submission. You may, however, post under a screen name or post anonymously, but only for so long as the screen name abides by the terms of this Agreement. "Claims" means any and all liabilities, claims, losses, damages, expenses, costs (including attorneys' fees incurred at trial, on appeal, or otherwise), debts, fines, charges, or liens, whether direct or indirect, including consequential, exemplary, incidental, special, punitive, lost profits, or otherwise. You agree to indemnify and hold harmless Motivate and its Related Parties and the Released Parties from any and all Claims that arise out of or relate to any Submission.

  1. Encryption Disclaimer. The Platform uses encryption technology to protect information from access by unauthorized third parties. WE DO NOT GUARANTEE, REPRESENT, OR WARRANT THAT THE ENCRYPTION TECHNOLOGY WILL OPERATE AS INTENDED OR THAT A THIRD PARTY WILL NOT BE ABLE TO ACCESS ANY INFORMATION. If You have any concern about sending any information over the Internet, then You should use an alternative means of transmission. By sending information over the Internet in connection with Your use of the Platform, You agree to indemnify and hold harmless Motivate and its Related Parties and the Released Parties from all Claims (as defined in Section 14) that arise out of or relate to any failure of any encryption technology to protect Your information.

  1. Privacy Policy. Motivate collects and uses information pursuant to the Ford GoBike Privacy Policy. As described further in the Privacy Policy, Motivate and Ford share data to enable the integration between Ford GoBike and FordPass, and to enable Motivate and Ford to provide and improve their respective services. By continuing to use the Platform, You agree to be bound by Our Privacy Policy and all future amendments, modifications, and changes thereto. In the event of any conflict between this Agreement and the Privacy Policy, the terms of the Privacy Policy shall prevail.

  1. Third Party Website The Platform may contain, or You may be sent through the Platform, links to other websites and ads ("Third Party Websites"), as well as articles, photographs, text, graphics, pictures, designs, music, sound, video, information, applications, software, and other content or items belonging to or originating from third parties ("Third Party Applications, Software, or Content"). Such Third Party Websites and Third Party Applications, Software, or Content are not investigated, monitored, or checked for accuracy, appropriateness, or completeness by Motivate. We are not responsible for any Third Party Websites accessed through the Platform or for any Third Party Applications, Software, or Content posted on, available through, or installed from the Platform, including any content, opinions, privacy practices, or other policies contained in any Third Party Websites or Third Party Applications, Software, or Content. The inclusion of, linking to, or installation of any Third Party Websites or any Third Party Applications, Software, or Content does not imply any approval or endorsement thereof by Us. If You decide to leave the Platform and access the Third Party Websites or to use or install any Third Party Applications, Software, or Content, then You do so at Your sole risk and cost. You should review the applicable terms and policies, including privacy and data gathering practices, of any Third Party Websites to which You navigate from the Platform or include with any application You use or install from the Third Party Websites.

  1. DISCLAIMERS. YOU HEREBY ACKNOWLEDGE AND AGREE THAT YOUR USE OF THE PLATFORM IS AT YOUR SOLE RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, MOTIVATE AND ITS RELATED PARTIES DISCLAIM ALL EXPRESS AND IMPLIED WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, COMPATIBILITY, SECURITY, ACCURACY, NONINFRINGEMENT, AND USEFULNESS, WITH RESPECT TO ANY SERVICE, THE PLATFORM, ANY PLATFORM CONTENT, OR ANY INFORMATION CONTAINED ON THE PLATFORM (COLLECTIVELY, "WORKS"). THE WORKS ARE PROVIDED "AS IS" AND "AS AVAILABLE." YOU RELY ON THE WORKS SOLELY AT YOUR OWN RISK. WE DO NOT REPRESENT OR WARRANT THAT ANY WORKS WILL BE UNINTERRUPTED OR ERROR-FREE. THERE COULD BE DELAYS, OMISSIONS, INTERRUPTIONS, OR INACCURACIES IN THE INFORMATION OR OTHER MATERIALS THAT ARE AVAILABLE ON OR THROUGH THE WORKS. YOU ASSUME FULL RESPONSIBILITY AND RISK OF LOSS, INCLUDING LOSS OF DATA, RESULTING FROM YOUR DOWNLOADING OR USE OF THE WORKS. ALTHOUGH WE MAY TAKE REASONABLE STEPS TO PREVENT THE INTRODUCTION OF VIRUSES AND OTHER DESTRUCTIVE MATERIALS TO OR THROUGH THE WORKS, WE DO NOT GUARANTEE, REPRESENT, OR WARRANT THAT THE WORKS OR MATERIALS THAT MAY BE DOWNLOADED FROM THE WORKS ARE FREE OF SUCH DESTRUCTIVE FEATURES. WE ARE NOT LIABLE FOR ANY DAMAGES OR HARM ATTRIBUTABLE TO ANY OF THE FOREGOING.

  1. LIMITED LIABILITY. YOU DO HEREBY ACKNOWLEDGE AND AGREE THAT MOTIVATE AND ITS RELATED PARTIES AND THE RELEASED PARTIES ARE NOT LIABLE FOR ANY INJURY, LIABILITY, CLAIM, LOSS, DAMAGE, EXPENSE, COST (INCLUDING ATTORNEYS FEES INCURRED AT TRIAL, ON APPEAL, OR OTHERWISE), DEBT, FINE, CHARGE, OR LIEN, WHETHER DIRECT OR INDIRECT, INCLUDING CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL, PUNITIVE, LOST PROFITS, OR OTHERWISE, THAT ARISES OUT OF OR RELATES TO (A) THIS AGREEMENT, (B) YOUR USE OR INABILITY TO USE THE PLATFORM OR SERVICE, (C) YOUR USE OF ANY INFORMATION, (D) ANY UNAUTHORIZED ACCESS OR ALTERATION OF YOUR TRANSMISSION OR DATA, OR (E) ANY ACTION OR INACTION OF ANY OTHER USER. YOU DO HEREBY WAIVE ANY AND ALL CLAIMS WITH RESPECT TO THE FOREGOING, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTORY, OR OTHER GROUNDS, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. OUR TOTAL LIABILITY FOR ANY AND ALL CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTORY, OR OTHER CLAIMS ARISING OUT OF OR RELATING TO (I) THIS AGREEMENT, (II) YOUR USE OR INABILITY TO USE THE PLATFORM OR SERVICE, (III) YOUR USE OF ANY INFORMATION, (IV) ANY UNAUTHORIZED ACCESS OR ALTERATION OF YOUR TRANSMISSION OR DATA, OR (V) ANY ACTION OR INACTION OF ANY OTHER USER IS LIMITED TO THE SUM OF $100. SOME JURISDICTIONS DO NOT ALLOW FOR LIMITED LIABILITY OR EXCLUSION OF IMPLIED WARRANTIES; AND, IF ANY OF THOSE LAWS APPLY TO YOU, THEN SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MIGHT NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS.

  1. Indemnification. You agree to indemnify and hold harmless Motivate and its Related Parties and each of the Released Parties from all Claims (as defined in Section 14) that arise out of or relate to (i) this Agreement, (ii) Your use or inability to use the Platform, Services or Works, (iii) Your use of any information, (iv) any unauthorized access or alteration of Your transmission or data, (v) any action or inaction by any other User.

  1. Choice of Law; Dispute Resolution. This Agreement is governed by, and must be construed and enforced in accordance with, the laws of the State of New York, excluding principles of conflicts of laws. For every dispute regarding this Agreement: (i) the prevailing party is entitled to its costs, expenses, and reasonable attorney fees (whether incurred at trial, on appeal, or otherwise) incurred in resolving or settling the dispute, in addition to all other damages or awards to which the party may be entitled; (ii) each party consents to the jurisdiction of the courts of the State of California and agrees that those courts have personal jurisdiction over each party; (iii) venue must be in San Francisco, California; and (iv) the parties must submit the dispute to mandatory mediation held in San Francisco, California. Every mediation must be completed within 4 months of the date when the initial notice demanding mediation was provided by any party. If, for any reason, the dispute is not resolved through mediation within the 4-month period, then the parties may continue seeking to resolve the dispute by use of any process, including litigation by trial.

  1. Waiver. No waiver of any breach of any provision of this Agreement is a waiver of any other breach or of any other provision of this Agreement. The terms of this Agreement may be waived or amended only in writing and only by the party that is entitled to the benefits of the term being waived or amended.

  1. Cumulative Remedies. All rights and remedies granted under or referred to in this Agreement are cumulative and nonexclusive, and resort to one does not preclude resort to another or to any other right or remedy provided by law

  1. Final Agreement. This Agreement contains the complete, final, and exclusive integrated agreement between the parties with respect to its subject matter. This Agreement supersedes all other prior agreements, written or oral, relating to such subject matter. At any time and from time to time, and without Your consent, We may unilaterally amend or modify this Agreement, in Our sole discretion and without any notice or cause.

  1. Representations. Each party ("Promising Party") represents and warrants to the other party that: (i) the Promising Party has the legal power and authority to enter into this Agreement and to undertake and perform all of its duties and obligations hereunder; (ii) there is no contract or other legal obligation that prevents the Promising Party from entering into this Agreement or from undertaking or performing all of its duties and obligations hereunder; and (iv) this Agreement is the Promising Party's legally binding and fully enforceable agreement.

  1. Electronic Communications. When You visit the Platform or send emails to Motivate, You are communicating with Motivate electronically. As a result, You thereby consent to receive communications from Motivate electronically. We will communicate with You by email or by posting notices on the Platform. You agree that all agreements, notices, disclosures, and other communications that We provide to You electronically or post on the Platform satisfy any legal requirement that such communications be in writing.

  1. Notices. You may contact Motivate by writing, calling, or emailing Motivate at the street address, telephone number, and email address listed below:

    Bay Area Motivate, LLC
    220 36th Street, Suite 3A
    Brooklyn, NY 11232
    customerservice@fordgobike.com