SOCIAL BICYCLES TERMS OF SERVICE
Acceptance of Terms
IF YOU DO NOT AGREE TO THIS AGREEMENT, YOU SHOULD NOT USE OUR WEBSITE OR SERVICE IN ANY WAY. THE USE OF OUR WEBSITE OR SERVICE IS OFFERED TO YOU CONDITIONED ON YOUR ACCEPTANCE WITHOUT MODIFICATION OF THIS AGREEMENT.
Modification of Agreement
We reserve the right to change or modify any of the terms and conditions contained in this Agreement at any time, in our sole discretion, by posting changes on the Website (or such other URL that we may provide from time to time). Your continued use of any part of the Service following the posting of such changes or modifications will constitute your acceptance of such changes or modifications. IT IS THEREFORE IMPORTANT THAT YOU REVIEW THIS AGREEMENT REGULARLY.
To create and register for an account with SoBi, you must complete the registration process on the Website (or such other URL that SoBi may provide or that an Operator may provide for the Service run by such Operator in your area) by providing us with current, complete, and accurate information. Upon registration for an account with SoBi through our Website (thereinafter, a “Member” and collectively with other SoBi account holders, “Members”), you will be required to provide us with your email address and select a password. You must update your account information so that it remains current, complete, and accurate at all times. You acknowledge and agree that we may share your registration information with Operators in connection with our Service. You understand that you are solely responsible for maintaining the confidentiality of your password and that you shall be solely and fully responsible for all activities that occur under your username and password. SoBi recommends that you change your password every ninety (90) days. SoBi shall not be responsible for any loss, claim, or other liability that may arise from the unauthorized use of any password. You agree to immediately notify us of any unauthorized use of your password or username or any other breach of security by emailing us at email@example.com. If a password is lost or stolen, it is your responsibility to change the password, and immediately notify us, so that your account remains both secure and functional.
Bicycle Rental Agreement
If you wish to rent a bicycle through our Service by an Operator in your area, you are required to review and accept the Rental Agreement and Liability, Waiver, and Release (collectively, the “Bicycle Rental Agreement”) applicable to such Operator. You can access the Bicycle Rental Agreement applicable with an Operator at any time by clicking on the link identified as "Bicycle Rental Agreement" which can be found on the “Networks” page of your profile.
The use of the Website and the use of the Service are free of charge. We reserve the right to introduce a fee for the use of the Website and/or the Service. If we decide to introduce such a fee, we shall inform you accordingly and allow you to either continue or terminate your account with us.
The rates that apply for the rental services provided by an Operator can be found on the Website. These rates may be modified or updated by the Operator from time to time. It is your own responsibility to remain informed about the current rates for the rental services.
We shall charge you for the rental services provided to you by the Operator on behalf of the Operator. You agree that you will pay for all rental services you purchase from the Operator, and that we may charge your credit card account as provided by you when registering for the Service for the rental services (including any taxes and late fees, as applicable) that may be accrued by or in connection with your account. You are responsible for the timely payment of all fees and for providing us with a valid credit card account for payment of all fees at all times. Payments made are only refundable at the sole discretion of SoBi.
We use a third-party payment processor (the “Payment Processor”) to link your credit card account to the Website and the Service. The processing of payments or credits, as applicable, in connection with your use of rental services will be subject to the terms, conditions, and privacy policies of the Payment Processor and your credit card issuer in addition to this Agreement. We are not responsible for any errors by the Payment Processor. In connection with your use of the Website, the Service, and the rental services provided by the Operator, we will obtain certain transaction details which we will use solely in accordance with the Agreement.
Trip Maps and Statistics
As a Member, you may view your trip maps and statistics on your user profile. Your trip statistics may include miles traveled, CO2 reduced, calories burned and dollars saved. You may share your trip maps and statistics with friends you have approved to view your trip maps and statistics on your user profile. You may add friends to your account by importing them from certain of your third party accounts such as Facebook or Twitter, or by searching for other Members in your network area. By designating friends on your account, you agree that we may display publicly your trip maps and statistics to such friends. You may disable this sharing feature and not disclose certain individual trip maps or statistics.
You may also share your own trip maps and statistics via certain third party sites such as Facebook or Twitter or by email. Your use of those third party services are subject to the terms and conditions of those third party sites, and we disclaim all liability related to your sharing your trip maps or statistics in connection with any third party service. Although we will strive to track and display information about you in your user profile accurately, we disclaim any liability for any errors or inaccuracies in any statistics displayed on your user profile or in the shared trips and statistics.
Interaction with Other SoBi Members
You acknowledge that we have no screening policy, and that anyone who creates a valid account will become a Member without any review or approval by us. Provided, however, SoBi or an Operator may in their respective sole discretions terminate an account for any reason. You are solely responsible for your interactions with other Members that occur as a result of the Website or Service and any communications with other individuals in connection with the Website are at your own risk. We disclaim all liability for any actions of other Members. Please use your discretion when deciding whether to share any of your personal information to another Member.
The Website may not be used in connection with any commercial purposes, except with the express written consent of SoBi. You may link to the home page of our Website, but any unauthorized framing of or linking to our Website, or any Content (as defined below) therein, is prohibited.
Placement of commercial advertisements, affiliate links, and other forms of solicitation by you are prohibited and may be removed from your user profile without notice and may result in termination of your account.
You shall not, directly or indirectly, take or authorize or encourage any third party to take any fraudulent action in the use of the Website or Service, nor shall you engage in any activity that interferes with, disrupts, or interacts in an unauthorized manner with the Website or Service. Without limiting the generality of the foregoing, you may not attempt to override or circumvent any security components and usage rules of the Website. You are prohibited from engaging in any hacking, cracking, or other means of obtaining access to any other Member’s information or other data or communications not intended for you. We may terminate your account at any time for any reason, including without limitation, such fraudulent or unauthorized activity, in our sole discretion.
You further agree not to use the Website to:
- solicit personally identifiable information from anyone under the age of eighteen (18);
- solicit passwords or personally identifying information for commercial or unlawful purposes from other Members;
- provide any telephone numbers, street addresses, last names or email addresses of anyone other than your own (and we strongly advise you not to post your own and to communicate such information in private messages to other Members only at your own risk);
- transmit "junk mail," "chain letters," unsolicited mass mailing, instant messaging, "spimming," or "spamming"; or
- post or otherwise transmit Prohibited Content (as defined below).
You are solely responsible for any Content that you may upload, post, transmit or otherwise make available via the Website. SoBi does not control the Content posted via the Website and, as such, we do not guarantee the accuracy, integrity, or quality of such Content. You understand that by using the Website, you may be exposed to Content that you deem offensive or objectionable. Under no circumstances will we be liable in any way for any Content, including, but not limited to, any errors or omissions in any Content, or any loss or damage of any kind incurred as a result of the use of any Content posted, emailed, transmitted, or otherwise made available via the Website.
You are strictly prohibited from posting or otherwise transmitting information, data, text, software, music, sound, photographs, graphics, videos, messages, tags, or other materials ("Content") that is Prohibited Content. “Prohibited Content” includes Content that:
- is insulting, harassing, abusive, bullying, threatening, demeaning, or otherwise promotes violence against an individual, organization, or particular group, including, without limitation, individuals or groups identified by their race, sex, creed, age, color, national origin, religious affiliation, marital status, gender identity, language, sexual orientation, or handicap;
- contains profanity, adult content, nudity, or sexually suggestive text, images, activities, or situations;
- is obscene, shocking, sensational, disrespectful or receives significant amount of negative user feedback, or otherwise violates our community standards, in our sole discretion;
- promotes or facilitates the sale or consumption of illegal or recreational drugs or drug paraphernalia, firearms, or ammunitions;
- furthers or promotes any criminal activity or enterprise or provides instructional information about illegal activities including, without limitation, making or buying illegal or counterfeit products, violating someone's privacy, or providing or creating computer viruses;
- infringes upon or violates the rights of any third party, including without limitation, copyright, trademark, privacy, publicity, or other personal or proprietary rights;
- is or promotes information that you know is false, misleading, defamatory, slanderous, or libelous;
- contains restricted or password-only access pages or hidden pages or images (those not linked to or from another accessible page);
- involves commercial activities and/or sales without our prior written consent, such as contests, sweepstakes, barter, advertising, or pyramid schemes; or
- contains a virus or other harmful component.
License to Your Content
By posting, displaying, publishing, transmitting, or otherwise making available (individually and collectively, "posting") any Content on or through our Website, you hereby grant to SoBi a non-exclusive, fully-paid, perpetual, royalty-free, irrevocable, sub-licensable, worldwide license for the duration of copyright in your Content, to use, copy, modify, adapt, translate, create derivative works, publicly perform, publicly display, store, reproduce, transmit, distribute, and otherwise make available such Content on and through our Website, in print, or in any other format or media now known or hereafter invented, without any obligation of notification, compensation, attribution, or consent. If you wish to remove any Content from the Website, your ability to do so may depend on the type of Content, the location and manner of posting, and other factors. You may contact us at firstname.lastname@example.org to request the removal of certain Content you have posted. However, you acknowledge and agree that we have no obligation to remove any such Content, we may choose whether or not to do so in our sole discretion, and we make no guarantee as to the complete deletion of any such Content and copies thereof. In any case, a back-up or residual copy of any Content posted by you may remain on our servers after the Content appears to have been removed from our Websites, and we retain all rights granted in this paragraph to all such remaining copies.
We do not claim ownership rights in any Content you post on or transmit through the Website. Subject to the license above, as between SoBi and you, you will retain all intellectual property rights that you may have in any Content that you post on or transmit through the Website. You represent and warrant that: (i) you own all right, title, and interest in all Content posted by you on or through our Website, or otherwise have the right to grant the license set forth in this section, and (ii) the posting of your Content on or through our Website does not violate the privacy rights, publicity rights, copyrights, trademarks, patents, trade secrets, contract rights, confidentiality, any other rights of any third party, or any terms of this Agreement.
Review of Content
You acknowledge that we do not generally pre-screen or review profiles of Members or other Content posted on our Website. However, we and an Operator will have the right, but not the obligation, in each of our sole discretions to pre-screen, edit, refuse, or remove any Content or portion thereof that is available via the Website, in our sole discretion, for any reason.
If you become aware of misuse of the Website by any person, if you find any Content on the Website that you feel is objectionable, or if you feel that any Member has violated the terms of this Agreement in any manner, please email us at email@example.com and include a description of the misuse of the Website or the objectionable Content or activity (along with the URL or a copy of the Content if possible) in your email. Please also refer to our Copyright Policy below. While we will use commercially reasonable efforts to review such notice, we have no obligation to take any action whatsoever in response to any such notice, and the receipt of any such notice will not be deemed to create any duty or liability on the part of SoBi.
Our Website contains Content of SoBi ("SoBi Content"), and may contain Content of Operators or third party licensors to SoBi (including Content provided by you and other users of our Website, as described above), which is protected by copyright, trademark, patent, trade secret, and other laws. We own and retain all rights, title, and interest in the SoBi Content. We hereby grant to you a non-exclusive, limited, revocable, non-sub licensable license to reproduce and display a single copy of the SoBi Content (excluding any software code therein) solely for your personal, non-commercial use in connection with viewing our Website and using the features that appear on the Website. Except for Content posted by you, you may not copy, modify, translate, publish, broadcast, transmit, distribute, perform, display, make available, or sell any Content appearing on or through our Website. Any use of the SoBi Content other than as specifically authorized herein, without our prior written permission, is strictly prohibited and will terminate the license granted herein. Such unauthorized use may also violate applicable laws, including, without limitation, copyright and trademark and other intellectual property laws.
Our policy is to investigate any allegations of copyright infringement brought to our attention. If you have evidence, know, or have a good faith belief that your rights or the rights of a third party have been violated and you want us to delete, edit, or disable the Content in question, you must provide us with all of the following information: (a) a physical or electronic signature of a person authorized to act on behalf of the owner of the exclusive right that is allegedly infringed; (b) identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works are covered by a single notification, a representative list of such works; (c) identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate the material; (d) information reasonably sufficient to permit us to contact you, such as an address, telephone number, and if available, an electronic mail address at which you may be contacted; (e) a statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and (f) a statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed. For this notification to be effective, you must provide it to SoBi either by e-mail at: firstname.lastname@example.org, or by U.S. mail to our designated agent for notification of infringement, Ryan Rzepecki, Social Bicycles Inc., 55 Prospect St, Suite 304, Brooklyn, NY 11201.
Due to the global nature of the Internet, you agree to comply with all local rules regarding online conduct and acceptable Content. Specifically, you agree to comply with all applicable laws regarding the transmission of technical data or personal information exported from the United States or the country in which you reside.
Disclaimer of Warranties
YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT YOUR USE OF THE WEBSITE AND SERVICE IS AT YOUR SOLE RISK. THE WEBSITE AND SERVICE ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. SOBI AND ITS SUBSIDIARIES, AFFILIATES, OFFICERS, EMPLOYEES, DIRECTORS, AGENTS, OPERATORS, PARTNERS, AND LICENSORS (COLLECTIVELY, THE "SOBI PARTIES") EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT, WITH RESPECT TO OUR WEBSITE AND SERVICE, AND ANY THIRD PARTY WEBSITES WITH WHICH THEY ARE LINKED. THE SOBI PARTIES MAKE NO WARRANTY: (I) THAT THE WEBSITE OR SERVICE OR THE FEATURES OFFERED ON THE WEBSITE OR SERVICE WILL MEET YOUR REQUIREMENTS, WILL BE UNINTERRUPTED, TIMELY, SECURE, ERROR-FREE, OR FREE OF ANY HARMFUL COMPONENTS (INCLUDING VIRUSES); (II) THAT THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE WEBSITE, SERVICE, OR RIDER STATISTICS WILL MEET ANY EXPECTED, IMPLIED, OR STATED SERVICE LEVEL OR AVAILABILITY; AND (III) THAT THE QUALITY OF THE BICYCLES, CONTENT, PRODUCTS, SERVICES, INFORMATION, OR ANY MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE WEBSITE OR SERVICE WILL MEET YOUR EXPECTATIONS. WE DO NOT PROVIDE ANY REPRESENTATIONS OR WARRANTIES AGAINST THE POSSIBILITY OF DELETION, MISDELIVERY, OR FAILURE TO STORE COMMUNICATIONS, PERSONALIZED SETTINGS, OR OTHER DATA. ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF OUR WEBSITE IS ACCESSED AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL.
IN NO EVENT WILL THE SOBI PARTIES BE LIABLE TO YOU OR ANY OTHER PERSON OR ENTITY FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES, LOST INCOME, REVENUE, OR PROFITS, LOST OR DAMAGED DATA, OR OTHER COMMERCIAL OR ECONOMIC LOSS ARISING OUT OF THIS AGREEMENT OR IN CONNECTION WITH THE USE OF THE WEBSITE, THE SERVICE, OR ANY WEBSITE WITH WHICH THEY ARE LINKED, EVEN IF SOBI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, THE SOBI PARTIES’ AGGREGATE LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE AMOUNT PAID, IF ANY, BY YOU TO SOBI FOR THE SERVICE IN THE TWELVE MONTHS PRIOR TO THE CLAIM. APPLICABLE LAW MAY NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, IN CERTAIN JURISDICTIONS, SOME OF THE ABOVE LIMITATIONS OF LIABILITY MAY NOT APPLY TO YOU; ALL OTHER PROVISIONS OF THIS AGREEMENT REMAIN IN FULL FORCE AND EFFECT.
You agree to indemnify, defend, and hold harmless SoBi, its subsidiaries, affiliates, officers, employees, directors, agents, and Operators from and against any and all claims, liabilities, penalties, settlements, judgments, and fees (including reasonable attorneys' fees) arising from (a) any information that you or anyone using your account may submit or access in the course of using the Website or Service; (b) your breach of any representation or warranty in, or violation of, the terms of this Agreement or any agreement or other instrument with a third party applicable to you; and (c) any disputes between you and any other Member.
Modification and Discontinuation
We reserve the right at any time to modify, edit, delete, suspend, or discontinue, temporarily or permanently, our Website or Service (or any portion thereof) with or without notice. You agree that we will not be liable to you or to any third party for any such modification, editing, deletion, suspension, or discontinuance of the Website or Service. If you are dissatisfied with any aspect of the Website or Service at any time, your sole and exclusive remedy is to cease using it.
Termination of Account
We have the right in our sole discretion to restrict, suspend, or terminate your account, or your access to all or any part of the Website and/or Service at any time, for any or no reason, with or without prior notice, and without liability. You may choose to terminate your membership at any time by notifying us by email at email@example.com.
Please allow us sufficient time to process termination requests. You understand that termination of your membership is your sole right and remedy with respect to any dispute with SoBi. Following the cancellation or termination of your account by you or by SoBi for any reason, SoBi will have no further obligation to save your user profile, communications via the Website, or any of your settings, information, or Content you have posted on or transmitted through the Website. You acknowledge and agree that we have the right, but not the obligation, to delete any of your account information or other Content following termination.
Waiver and Severability
If any provision of this Agreement is held to be invalid or unenforceable by a court of competent jurisdiction, the parties nevertheless agree that the court should endeavor to give effect to the parties' intentions as reflected in the provision, and the other provisions of this Agreement remain in full force and effect. Our acquiescence in the breach of a provision of this Agreement or failure to act upon such breach does not waive our right to act with respect to subsequent or similar breaches. Likewise, our delay or failure to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision.
Choice of Law and Forum
This Agreement and the relationship between you and SoBi shall be interpreted in accordance with the laws of the State of New York without regard to conflict of laws principles. Subject to the arbitration provisions below, you and SoBi hereby agree to submit exclusively to the personal jurisdiction of the state and federal courts with jurisdiction over New York, New York.
Certain portions of this section are deemed to be a “written agreement to arbitrate” pursuant to the Federal Arbitration Act. You and SoBi agree that SoBi intends that this section satisfies the “writing” requirement of the Federal Arbitration Act.
You or SoBi may elect to have any controversy, allegation, or claim arising out of or relating to this Agreement or the Service, including but not limited to claims for indemnification, contribution, or cross-claims in a pending action involving one or more third parties (collectively, a “Dispute”) finally and exclusively resolved by binding arbitration before a sole arbitrator under the rules and regulations of the American Arbitration Association. If an in-person arbitration hearing is required, then it will be conducted in New York, New York; but if the applicable arbitration rules or laws require the arbitration to be conducted in the “metropolitan statistical area” (as defined by the U.S. Census Bureau) where you are a resident at the time the Dispute is submitted to arbitration, we shall have the right to elect to proceed to arbitration in such location. All parties to the arbitration will have the right, at their own expense, to be represented by an attorney or other advocate of their choosing. The parties will pay the administrative and arbitrator’s fees and other costs in accordance with the applicable arbitration rules; but if applicable arbitration rules or laws require us to pay a greater portion or all of such fees and costs in order for this section to be enforceable, then we will have the right to elect to pay the fees and costs and proceed to arbitration.
TO THE FULLEST EXTENT PERMITTED BY LAW, YOU AGREE THAT (I) NO ARBITRATION SHALL BE JOINED WITH ANY OTHER; (II) THERE IS NO RIGHT OR AUTHORITY FOR ANY DISPUTE TO BE ARBITRATED ON A CLASS-ACTION BASIS OR TO UTILIZE CLASS ACTION PROCEDURES; AND (III) THERE IS NO RIGHT OR AUTHORITY FOR ANY DISPUTE TO BE BROUGHT IN A PURPORTED REPRESENTATIVE CAPACITY ON BEHALF OF THE GENERAL PUBLIC OR ANY OTHER PERSONS.
YOU AGREE TO WAIVE YOUR RIGHT TO A JURY TRIAL AND UNDERSTAND THAT, ABSENT THIS PROVISION, YOU WOULD HAVE THE RIGHT TO SUE IN COURT. THE SCOPE OF THIS WAIVER IS INTENDED TO BE ALL-ENCOMPASSING OF ANY AND ALL DISPUTES THAT MAY BE FILED IN ANY COURT AND THAT RELATE TO THE SUBJECT MATTER OF THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, CONTRACT CLAIMS, TORT CLAIMS, AND ALL OTHER COMMON LAW AND STATUTORY CLAIMS.
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IF YOU OR SOBI WANTS TO ASSERT A DISPUTE AGAINST THE OTHER, THEN YOU OR SOBI MUST COMMENCE IT WITHIN ONE (1) YEAR AFTER THE DISPUTE ARISES – OR IT WILL BE FOREVER BARRED.
This Agreement and any applicable Bicycle Rental Agreement constitutes the entire agreement between you and SoBi and governs your use of the Website and Service, superseding any prior agreements between you and SoBi with respect to the Website or Service.
The terms and conditions contained in this Agreement that by their sense and context are intended to survive the performance hereof by the parties hereunder, including but not limited to the provisions relating to Indemnity, Disclaimer of Warranties, and Limitation of Liability, shall so survive the completion of the performance, cancellation, or termination of this Agreement.
Effective as of September 29, 2016