These Terms and Conditions ("Terms") constitute a legally binding agreement between you and Blue Jay Transit Inc., d/b/aSpin ("Spin" or "we") that governs your access to and use of any and all products and services that Spin and its subsidiaries and affiliates provide, including, without limitation, (i) the Spin website located at https://www.spin.app/ (the "Site"), (ii) the Spin mobile application ("App"), (iii) any vehicle or other transportation device provided by Spin, including but not limited to, bicycles, electric bicycles, electric kick scooters, and any other transportation device provided by Spin (collectively, “Spin Scooters”), (iv) any other equipment, product or services that relate to or concern the rental or use of spin scooters, and (v) any other features and/or services offered by Spin ((i)through (v), collectively, the "Services").Your access to, and use of, the Services is expressly conditioned on your agreement to these Terms. Any references to “you” or “your” in these Terms will mean the person using the Services in any manner, and each of your heirs, assigns, or successors.
SECTION 12 (ARBITRATION AGREEMENT) OF THESE TERMS CONTAINS AN ARBITRATION AGREEMENT AND A CLASS ACTION WAIVER, WHICH MEANS THAT YOU AND SPIN AGREE TO SUBMIT ANY DISPUTE TO BINDING ARBITRATION RATHER THAN PROCEEDING IN COURT, WITH THE EXCEPTION OF CERTAIN SPECIFIED INTELLECTUAL PROPERTY CLAIMS AND SMALL CLAIMS NOTED BELOW. UNLESS YOU OPT OUT OF THE ARBITRATION AGREEMENT, YOU WILL BE PERMITTED TO PURSUE CLAIMS OR SEEK RELIEF AGAINST SPIN ONLY ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER INANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING.
IN ADDITION, THIS AGREEMENT CONTAINS DISCLAIMERS,ASSUMPTION-OF-RISK PROVISIONS, AND A RELEASE OF LIABILITY (THE "RELEASE OFLIABILITY"), SECTION 2 OF THESE TERMS.
THIS IS A LEGALLY BINDING AGREEMENT BETWEEN YOU ANDSPIN. BY ACCESSING OR USING THE SERVICES:
These Terms refer to our Privacy Policy (“Privacy Policy”), hereby incorporated by reference, which also applies to your use of the Services and which sets out the terms on which we process any personal data we collect from you, or that you provide to us. In the event that you are required to agree to an additional governing agreement, including without limitation a terms of use, end user license agreement, privacy policy, contest, sweepstakes or promotion terms (collectively, “Other Governing Agreement”), in order to use, access and/or download a particular product or service, the Other Governing Agreement will govern to the extent there is a conflict between these Terms and the Other Governing Agreement (but all other provisions in these Terms that are not in conflict will apply).
Please read these Terms carefully, as they may have changed. Though your access and use of the Services is governed by the Terms effective at the time, please note that, except for Section 12, providing for binding arbitration and a waiver of class action rights, where applicable, Spin reserves the right at its sole discretion to modify or replace the Terms at any time. If you have provided us your email through the Services, we will notify you of material changes as required by applicable law. We also will indicate at the top of this page the date that material revisions were last made. For residents of the European Economic Area (“EEA”) and the United Kingdom (“UK”) who use the Services in the EEA and UK, respectively, changes will be deemed approved if you do not object to them electronically within six weeks of the respective modification. We will point this consequence out if applicable law requires us to announce a material modification.
If you do not agree to these Terms, the Privacy Policy, or the Release of Liability, you must immediately cease using the Services.
1.1. You are the sole operator of the Services. You and Spin are the only parties to these Terms, and you are therefore the only authorized operator of a Spin Scooter that you rent, including through your account or, as applicable, a third party service or that enables you to access or rent Spin Scooters (“Third-Party Provider”). You represent, warrant, and covenant that you will not permit another person, either alone, or together with you, to use any Spin Scooter rented by you or through your account, or any Services obtained by you or through your account. Without limiting the foregoing, you alone are responsible for complying with these Terms and for any breach of these Terms and any damage and/or liability arising from your operation of any Spin Scooter, or any third party's use of any Spin Scooter rented by you, including through your account or, as applicable, a Third-Party Provider.
1.2. You are the age of majority. You represent and warrant that you are at least eighteen (18) years of age, and at least the age of majority in your jurisdiction or province of residence.
1.3. You will inspect the Spin Scooter before operating it. You represent, warrant and covenant that, before each use of a Spin Scooter, you will conduct a basic safety inspection of such Spin Scooter, which includes inspecting: safe operation of brakes and lights; proper direction of wheels; condition of the frame; sufficient battery charge; and any signs of damage, disrepair, unusual or excessive wear, or other signs of mechanical and/or maintenance needs (each, a "Safety Issue"). You shall immediately notify Spin if you identify a Safety Issue and are prohibited from riding any Spin Scooter on which there is a Safety Issue.
1.4. You are a competent user. You represent and warrant that you are familiar with the operation of the Spin Scooters, are physically fit to use a Spin Scooter, and do not have any health problems or medical conditions that would make using a Spin Scooter unsafe in any way.
1.5. You will not engage in distracted operation of the Spin Scooter. You represent, warrant, and covenant that, for the duration of your operation of a Spin Scooter, you will not use any cellular telephone, text messaging device, portable music player, or any other device that may distract you from operating the Spin Scooter safely, including the use of hands-free technology.
1.6. You will not use the Spin Scooter when hazardous conditions are present. You represent, warrant, and covenant that you will not use a Spin Scooter when environmental conditions (i.e., weather, road surface, congestion, etc.) are unsafe, on any unpaved roads, through water, through uneven terrain (including, without limitation, on mountains), through unsafe traffic conditions, on highways or freeways, or in any location where use of a Spin Scooter is prohibited, illegal, and/or is a nuisance. You acknowledge and agree that Spin does not provide or maintain places at or on which to ride Spin Scooters and that Spin makes no representation, warranty, covenant, or guarantee with respect to the conditions of any road, sidewalk, vehicle lane, vehicle route, or other thruway you may access in connection with your use of a Spin Scooter.
1.7. You will not use the Spin Scooter if your ability to use it is impaired. You represent, warrant, and covenant that you will not ride a Spin Scooter while under the influence of drugs, alcohol, medication, and/or any other substance that may impair your ability to ride the Spin Scooter.
1.8. You will not race the Spin Scooter, perform stunts with the Spin Scooter, use the Spin Scooter to propel or tow any vehicle, trailer, or other object. You represent, warrant, and covenant that you will not race the Spin Scooter, perform stunts with the Spin Scooter, or use the Spin Scooter to propel or tow any vehicle, trailer, or other object.
1.9. You will not place anything on the Spin Scooter or use the Spin Scooter while holding anything that impedes your ability to safely use it. You represent, warrant, and covenant that you will not place any objects on the Spin Scooter or use the Spin Scooter while holding any object that impedes your ability to safely use it. These objects include, without limitation, backpacks, bags, briefcases, and/or any other item that can alter the balance of the Spin Scooter or otherwise impede your ability to safely ride it. YOU MUST NOT EXCEED THE WEIGHT LIMIT OF THE SPIN SCOOTER (220 POUNDS UNLESS OTHERWISE INDICATED).
1.10. You will not use the Spin Scooter for commercial purposes. You represent, warrant, and covenant that you will not use the Spin Scooter for any commercial purposes, including, without limitation, for hire, reward, ride share, food delivery, or advertising services.
1.11. You will not tamper with, alter, or vandalize the Spin Scooter. You represent, warrant, and covenant that you will not tamper with, alter in any way, or vandalize the Spin Scooter.
1.12. You will use the Spin Scooter in compliance with all applicable laws, rules, regulations, and ordinances. You represent, warrant, and covenant that you will only use the Spin Scooter in compliance with all applicable laws, rules, regulations, and ordinances. It is your sole responsibility to be familiar with the applicable laws, rules, regulations, and ordinances of the jurisdiction in which you are using the Spin Scooter.
1.13. You will park the Spin Scooter in accordance with our instructions and in compliance with all applicable laws, rules, regulations, and ordinances. You represent, warrant, and covenant that you will park the Spin Scooter in lawful parking spots in an upright position and will not park the Spin Scooter on unauthorized private property, in a locked area, in heavily trafficked areas, or in any other unapproved space. Without limiting the foregoing, you represent, warrant, and covenant that you will return the Spin Scooter to the proper parking area in clean and working condition after your use. You will not use any locking mechanism to lock the Spin Scooter other than one provided by Spin unless otherwise directed by Spin.
1.14. You will use the Spin Scooter in accordance with the "rules of the road." You represent, warrant, and covenant and that you will obey all street signs, signals, rights-of-way, and markings, that you will use the Spin Scooter with courtesy and respect towards third parties, including, but not limited to pedestrians and other vehicles, and that you will not block sidewalks, access ramps, bus stops, or landscaped areas.
1.15. You will return the Spin Scooter in the condition in which you rented it. You represent, warrant, and covenant that you will return the Spin Scooter in the condition in which you rented it, except for any ordinary wear and tear.
1.16. You must report any accident, crash, damage, personal injury, traffic violation, or stolen or lost Spin Scooter as soon as possible. If a crash involves personal injury, property damage, or a stolen Spin Scooter, you shall file a report with the local police department within 24 hours. You agree that you are responsible and liable for any misuse, consequences, claims, demands, causes of action, losses, liabilities, damages, injuries, costs and expenses, penalties, attorneys’ fees, judgments, suits or disbursements of any kind or nature whatsoever related to a stolen or lost Spin Scooter.
1.17. You will not rent the Spin Scooter for more than 24 hours at a time. Unless you are riding with a Spin Pass or other product for which there is a longer-term rental period state, the maximum rental time of a Spin Scooter is 24 hours. You represent, warrant, and covenant that you will conclude your ride within a service zone and lock the Spin Scooter (a "Return") within 24 hours of the time at which you unlocked or otherwise began renting such Spin Scooter.
1.18. THE FOREGOING LIST IS NOT INTENDED TO BE EXHAUSTIVE AND ANY UNREASONABLE OR INAPPROPRIATE USE OF A SPIN SCOOTER, AS DETERMINED BY SPIN IN ITS SOLE DISCRETION, OR ANY VIOLATION OF APPLICABLE LAWS, RULES, REGULATIONS, AND/OR ORDINANCES WILL BE DEEMED TO BE A VIOLATION OF THESE TERMS. WITHOUT LIMITING THE FOREGOING, THE FOREGOING REPRESENTATIONS, WARRANTIES, AND COVENANTS ARE CUMULATIVE TO EACH OTHER AND NOT EXCLUSIVE OF EACH OTHER, AND NO REPRESENTATION, WARRANTY, OR COVENANT IN THIS SECTION 1 WILL LIMIT ANY OTHER REPRESENTATION, WARRANTY, OR COVENANT IN THIS SECTION 1 OR THESE TERMS. You acknowledge and agree that Spin does not control, and has no right to control, you or other third parties with whom you may come into contact while using the Spin Services, including, without limitation, pedestrians, bikers, other users of Spin Scooters, or other vehicles.
1.19. YOU AGREE THAT YOU ARE SOLELY RESPONSIBLE AND LIABLE FOR ANY MISUSE, CONSEQUENCES, CLAIMS, DEMANDS, CAUSES OF ACTION, LOSSES, LIABILITIES, DAMAGES, INJURIES, HARM, FEES, COSTS AND EXPENSES, PENALTIES, ATTORNEYS’ OR LEGAL FEES, JUDGMENTS, SUITS AND/OR DISBURSEMENTS OF ANY KIND, OR NATURE WHATSOEVER, WHETHER FORESEEABLE OR UNFORESEEABLE, AND WHETHER KNOWN OR UNKNOWN, AS A RESULT OF USING ANY OF THE SERVICES.
AS A CONDITION OF USING THE SERVICES (INCLUDING, FOR CLARITY AND WITHOUT LIMITATION, ANY SPIN SCOOTER) YOU HEREBY ACCEPT AND AGREE TO THIS “RELEASE OF LIABILITY,” including any defined terms therein.
You acknowledge that use of Spin’s vehicle or other transportation device, including but not limited to, bicycles, electric bicycles, electric kick scooters (collectively “Spin Scooters”), as well as any other equipment, product or services that relate to or concern the rental or use of a Spin Scooter is an inherently dangerous recreational activity that involves both obvious and non-obvious risks of physical harm, including the risk of death to you and others, as well as damage to property, and that these types of risks can be unforeseeable and sometimes cannot be avoided. To the fullest extent permissible by applicable law, you, on behalf of yourself, your family, your heirs, your agents, your affiliates, your representatives, your successors, your guardians and your assigns (collectively the “Releasing Parties”), agree to indemnify, hold harmless, and forever release and discharge the Released Persons (as defined below) from any and all injuries, demands, losses, damages, costs, loss of service, expenses, compensation, claims, suits, causes of action, obligations, rights, and liabilities of any nature, type, or description, whether arising in tort (including negligence), contract, strict liability, or any other legal theory, whether known or unknown, contingent or vested, in law or in equity, whether or not we have been advised of the possibility of such damage, including but not limited to, property loss or damage, personal injury or loss of life, regardless of legal theory, that: (a) relate to, are based on, concern, or arise out of these Terms, your use of a Spin Scooter, the Services, the Site, the App, and/or any of the equipment that Spin provides to You (collectively the “Released Claims”). “Released Persons” as used herein means (i) Blue Jay Transit Inc., d/b/a Spin ("Spin") (ii) subsidiaries and affiliates of Spin, and (iii) to the fullest extent permitted by law, any (x) governmental entity (including, without limitation, any state, commonwealth, city, town, township, charter township, special district, village, borough, other municipal corporations, and unincorporated communities or jurisdictions) and (y)educational institution (including, without limitation, public and private universities and colleges, high schools, secondary schools, and primary schools) (each of (x) and (y), a "Municipality") with which Spin has contracted or at which Spin is providing Services, and each of Spin's and Municipality's respective current and former parents, subsidiaries, divisions, and current and former affiliated individuals and entities, legal successors, predecessors (including companies they have acquired, purchased, or absorbed), assigns, joint venturers, and each and all of their respective officers, investors, partners, directors, elected officials, servants, agents, shareholders, members, managers, principals, investment advisors, consultants, employees, representatives, legal counsel, accountants, lenders, underwriters, and insurers. This Release is intended to be a general and complete release of all Claims and all Released Persons may plead the existence of this Release asa full and complete defense to any Claim.
You are aware that your use of any of the Services, Spin Scooters, App, and related equipment involves obvious and not-so-obvious risks, dangers, and hazards that may result in injury or death to you or others and damage to property, and that such risks, dangers, and hazards cannot always be predicted or avoided. Risks, dangers, and hazards, include, but are not limited to:
● vehicles and other objects;
● pedestrians;
● traffic;
● Spin Scooter or component malfunction;
● road conditions, including cracks, potholes, or other sidewalk/pavement defects;
● weather conditions;
● automated reductions in vehicle speed in “no-ride” or “low-speed”zones to 0 mph or slow speeds as designated by local authorities or requested by local businesses;
● failure to follow applicable laws regarding use and/or operation of the Spin Scooter pursuant to Sections 1.12, 1.13, and 1.14;
● commission of any of the prohibited acts listed in Section 1;
● failure to perform the required safety check pursuant to Section1.3;
● failure to wear a helmet where required by law; and
● negligent acts oromissions by Spin, any other Released Person, or third parties.
You are solely and fully responsible for the safe operation of Spin Scooters at all times. You agree that Spin Scooters are machines that may malfunction, even if the Spin Scooter is properly maintained and that such malfunction may cause injury. You also agree that roadways, bike paths, and sidewalks may contain hazardous defects, including but not limited to cracks, potholes, or uplifts. You assume full and complete responsibility for all related risks, dangers, and hazards.
To the fullest extent permitted by law, this release and hold harmless agreement includes any and all Claims related to or arising from the sole or partial negligence of Spin, the Released Parties, any Municipality or any other party. You hereby expressly waive any claims against the Released Parties, any Municipality or any other party which you do not know or suspect to exist in your favor at the time of use of Services, and expressly waives your rights under any statutes that purport to preserve your unknown claims.
You hereby acknowledge that you have been advised of and fully understand the provisions of California Civil Code Section 1542 which provides as follows: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.” Having been so advised, Releasing Party nevertheless elects to and does assume all risks for Released Claims known or unknown, suspected or unsuspected, heretofore arising from the use of Spin Scooters, equipment and anything relating to such use, and specifically waives any rights it may have under Section 1542, as well as under any other statute or common-law principle in any jurisdiction with a similar effect.
YOU ACKNOWLEDGE THAT YOU ENTER INTO THIS RELEASE FREELY, KNOWINGLY, AND VOLUNTARILY, AND THAT YOU INTEND IT TO BE A COMPLETE AND UNCONDITIONAL RELEASE AND WAIVER OF ALL CLAIMS ARISING OUT OF OR IN ANY WAY RELATED TO YOUR USE OF THE SERVICES.
THE LIMITATION OF LIABILITY DESCRIBED ABOVE SHALL APPLY FULLY TO NEW JERSEY RESIDENTS.
3.1. Creating an Account. In order to access and/or use the Services, we may require you to create an account on the Services or log in using existing third-party (e.g., Facebook, Google) credentials. When registering, you may be required to provide Spin with certain personal information, which may include your name, birth date, mobile phone number (your "Number"), email address, and a valid debit or credit card number (a "Card"). This information will be treated in accordance with the Privacy Policy. If applicable, you may have to provide information to or create an account with a Third-Party Provider.
3.2. Accuracy. You represent, warrant, and covenant to Spin that all information that you provide about yourself as requested by Spin or a Third-Party Provider (before, during, and after the account creation process), including, without limitation, your Number and your Card, is, and will remain during your use of the Services, true, accurate, current, and complete, and that you are authorized to provide all such information and use your Card. You are also solely responsible for all activity that occurs on your account, and you agree to notify Spin immediately of any suspected unauthorized use to your account. To the maximum extent allowed by law, Spin is not liable for any losses by any party caused by unauthorized use of your account.
3.3. Confidentiality. You are solely responsible for maintaining the confidentiality of your log-in credentials in order to use the Services and are fully responsible for all activities that occur through the use of your credentials. You agree to notifySpin immediately of any unauthorized use of your log-in credentials or any other breach of security with respect to your account. Spin will not be liable for any loss or damage arising from unauthorized use of your credentials regardless of whether you have notified Spin of such unauthorized use or loss of your credentials. If you have reason to believe that your account is no longer secure, you must immediately notify us. You understand and agree that we may require you to provide information that may be used to confirm your identity and help ensure the security of your account.
3.4. Restrictions.You may not impersonate someone else to create an account, create or use an account for anyone other than yourself, permit anyone else to use your account, or provide personal information for purposes of account registration other than your own. You may not permit another person to use any Spin Scooter or other Services using your account credentials, regardless of whether that person is a user of the Services themselves, and to permit such use is a material breach of this Agreement. Without limiting the foregoing, you are responsible for all use of the Services in connection with your account and/or your rental of a Spin Scooter, including, without limitation, death, personal injury, and injury to property, that results from a Spin Scooter that you have rented, that has been used with your account credentials, or that was accessed by you through a Third-Party Provider.
3.5. Termination. We have the right to disable, suspend, or close your account if your account is delinquent, if your Card is no longer valid, or at any other time, for any other reason or for no reason, in our sole discretion, without notice. YOU AGREE THAT WE WILL NOT BE LIABLE TO YOU OR ANY OTHER PARTY FOR ANY TERMINATION OF YOUR ACCESS TO THE SERVICES IN ACCORDANCE WITH THESE TERMS. If we terminate your account, you must immediately return any Spin Scooter, or other property of Spin that you have in your possession. You will be charged for the value of any property of Spin that you fail to return as well as all costs (including attorneys’ fees and costs) that Spin incurs in attempting to recover its property from you.
3.6. Spin Access. In your region, Spin may offer a program giving certain qualified users the ability to utilize the Services without the App and/or at a discount (“Spin Access”). You can learn more about Spin Access here: https://www.spin.app/spin-access. To qualify for Spin Access, we may require you to submit documentation proving eligibility. Any codes or other benefits provided to you in relation to Spin Access must be used for the intended audiences and purposes and are not transferable, redeemable or exchangeable for other things of value, except at our sole discretion. You represent and warrant that all information and documentation submitted is true, accurate, and complete and that you will keep all such information and documentation up to date. Spin may, in its sole discretion and with or without cause, suspend or terminate your eligibility for Spin Access at any time and without any notice to you.
4.1. Fees. You must pay to Spin, or, as applicable, the Third-Party Provider, all charges and fees in connection with your use of the Services, which may vary based on the Services you have selected and may include, without limitation, rental charges, application fees, service fees and/or other charges set forth in these Terms ("Fees"). Spin’s fee schedule is set forth through the App. The fee schedule is incorporated herein by this reference, and you agree to pay the published fees and charges. Spin may alter, amend or make changes to the fee schedule at any time and may provide notice of such changes in the App. You must pay all Fees when due. You authorize us to charge the Card or other payment method provided for all Fees incurred by you with respect to Services (or other services offered by us), including applicable sales, use, VAT/GST/PST and other local government charges. If you dispute any Fees, you must submit any such disputes in writing to Spin within thirty (30) days of Spin charging the Fees. Where permitted by applicable law, failure to submit such dispute within the thirty (30) day deadline will mean that you waive the dispute and the charge for such Fees will be final, non-refundable, and non-challengeable.
4.2. Method of Payment, Stored Balance, and Auto-Reload. You hereby authorize Spin to charge your Card or other payment method via the App or via another authorized third-party payment processor (e.g., PayPal, Stripe, Square, or others). We may seek pre-authorization of your Card or other payment method up to the maximum amount for a single ride prior to charging Fees in order to verify its validity or the existence of sufficient funds in the account tied to such Card and/or credit on the Card. You must provide accurate, current, and complete information when adding a Card or other payment method and it is your obligation to keep such information up-to-date at all times. You must notify us if your Card or other payment method expires or is no longer valid and must replace it with a valid Card or other payment method. You represent and warrant that you are authorized to use any Card or other payment method you furnish to us.
We may offer a service where you are given the option to store funds with us for use of our Services (“Stored Balance”). All amounts added to your Stored Balance are denominated in the currency of the country in which it was sold. You may only use the Stored Balance in the currency in which it was sold, unless otherwise indicated in the App.
If the auto-reload setting is enabled, you acknowledge and agree that when yourStored Balance equals or drops below a certain balance, we may automatically add funds to your Stored Balance at a designated amount by charging your Card or other payment method (“Auto-Reload”). You can disable Auto-Reload at any time by updating your account settings, but changes may take a reasonable amount of time to go into effect. In the event you disable Auto-Reload or one of your automatic reloads is declined, for any reason whatsoever, including without limitation, expiry of your card, funds will not be added to your Stored Balance. In such scenarios, you may be required to separately load your Stored Balance. Spin may, at any time and in its sole discretion, discontinue Auto-Reload. If you formally close your account with Spin, unless you owe Fees, you will receive a refund of any amounts remaining in your Stored Balance. Please allow up to six (6) weeks fora refund. We will refund the money to the payment method you designated.
You authorize us and/or our third-party payment providers to store information about your Card or other payment method for the purpose of charging you Fees for use of the Services and facilitating Auto-Reload. If we are unable to charge you a Fee or facilitate Auto-Reload with the payment method you previously selected, you authorize us to charge the Fee or add funds to your Stored Balance by charging another payment method associated with your account.If your payment details change, your card provider may provide us with updated card details. We may use these new details in order to help prevent any interruption to your use of the Services. If you would like to use a different payment method or if there is a change in payment method, please visit your account settings to update your billing information.
4.3. Returns and Lost/Stolen Scooters. You are responsible for properly Returning the Spin Scooter in order to end your ride. If you fail to Return a Spin Scooter to a valid area, Spin may, in its sole discretion, charge you an additional pick-up fee up to $100. If any Spin Scooter rented by you or accessed under your account with Spin or a Third-Party Provider is abandoned without notice, you will be responsible for all trip fees until the Spin Scooter is recovered and deactivated, plus a service charge to recover the Spin Scooter. Fees are subject to change. This does not apply if you were unable to return the Spin Scooter without any fault on your own.
Upon Returning the Spin Scooter within the permitted 24-hour timeframe, you will be charged the lesser of (a) the accumulated Fees in such 24-hour time period and(b) $200 per calendar day, which is the maximum daily Fee we will charge for a calendar day. If you fail to Return a Spin Scooter within 48 hours of the time at which you unlocked or otherwise began renting such Spin Scooter, we will consider that Spin Scooter lost or stolen and we may charge you a Fee of up to $1,300 for each Spin Scooter, and a police report may be filed. Spin may also charge a service Fee of $25 for rentals in excess of 24 hours where the Spin Scooter is not lost or stolen.
A Spin Scooter may also be deemed lost or stolen if: (1) the Spin Scooter’s GPS unit is disabled; (2) the Spin Scooter is parked in on unauthorized private property, in a locked area, or in any other non-public space for more than ten minutes after a ride ends; (3) the Spin Scooter moves more than thirty feet after a rental has ended and Spin believes such movement was not caused by another user or authorized third party; or (4) other facts and circumstances that suggest to Spin in its reasonable, good faith determination that a Spin Scooter has been lost or stolen.
Spin and you agree that the last user who rented a Spin Scooter shall be responsible for a lost or stolen Spin Scooter unless facts and circumstances suggest otherwise to Spin in its reasonable, good faith determination. If Spin deems a Spin Scooter lost or stolen, Spin shall have the authority to take any and all actions it deems appropriate (with respect to the last user who rented a Spin Scooter or otherwise), including (without limitation) obtaining restitution and other appropriate compensation and damages and filing a police report with local authorities. You agree the data generated by Spin’s computers and systems is conclusive evidence of the period of use of a user of a Spin Scooter.
4.4. Fines.
4.4.1 You are fully responsible and liable for any Fees that are charged to you by us or a third party (including any Third-Party Provider) in connection with your use of a Spin Scooter or use of a Spin Scooter under your account credentials, including, but not limited to, traffic violations, late payments, fines, penalties, impounding charges, court costs, and/or any other Fees based on improper parking or a result of your violation of any law, rule, regulation, and/or ordinance when using a Spin Scooter.
4.4.2 After providing you with reasonable notice and an opportunity to object, you agree that Spin may, in its sole discretion, pay any ticket, citation, fine, and/or penalty on your behalf directly to the appropriate authority and bill such payment as a Fee to your account, and you will pay us for such Fees plus a reasonable administrative Fee. In the event we use a third-party collection and/or administrative agent to resolve any such tickets, citations, fines and/or penalties, you must pay all costs and collection charges including, without limitation, administrative and legal costs to such agent upon demand without protest.
4.5. Damages. You are fully liable for all damages, losses, claims, consequences, demands, causes of action, injuries, costs, and liability in connection with your use of a Spin Scooter or use of a Spin Scooter rented by you or used under your account credentials or your credentials with a Third-Party Provider, including, without limitation, (i)physical or mechanical damage, (ii) loss due to theft, (iii) physical damage resulting from vandalism, (iv) bodily injury to you or a third party, (v) third party claims, (vi) actual charges for towing, storage and/or impound fees paid by Spin, and (vii) administrative charges, including the cost of appraisal and other costs and expenses incident to the damage or loss. YOUR INSURANCE POLICIES MAY NOT PROVIDE COVERAGE FOR ACCIDENTS INVOLVING OR DAMAGE TO A SPIN SCOOTER. TO DETERMINE IF COVERAGE IS PROVIDED, YOU SHOULD CONTACT YOUR INSURANCE COMPANY OR AGENT.
5.1. Limitations on Services. Spin reserves the right to limit in its sole discretion the provision of the Services to any person, geographic region or jurisdiction. There may be times when we need to disable the Site and/or other Services either temporarily or permanently. The Services may be modified, updated, interrupted, suspended, or discontinued at any time without notice or liability to you. Also, from time to time, we may restrict access to some parts of the Site and/or Services, or the entire Site and/or Services, to users, including registered users. Without limiting the foregoing, you acknowledge and agree that Spin makes no representation, warranty, covenant, or guarantee that the Services (including, for clarity and without limitation, the Spin Scooters) will be available to you at all or any times, and you further acknowledge and agree that Spin may, in its sole discretion, without notice or liability to you, terminate your right to use the Services (including, for clarity and without limitation, the Spin Scooters).
5.2. Electric Vehicle. The Spin Scooter is an electric vehicle that requires periodic charging. You represent and warrant that you have read and understand that: (i) it is your responsibility to check the level of charge power in the Spin Scooter and to ensure it is adequate before initiating using the Spin Scooter; (ii) the level of charge power in the Spin Scooter at the time you initiate a rental or use of the Spin Scooter is not guaranteed and will vary with each use; (iii) the level of charge power in the Spin Scooter will decrease as you continue to use it, the rate at which it will decrease will vary, and as it decreases, the speed and/or other operational capabilities will decrease or cease in their entirety; (iv) the distance and/or time that you may use the Spin Scooter before it loses charge power is never guaranteed; and (v) the Spin Scooter may run out of charge power and cease to operate at any time during your use of the Spin Scooter, regardless of whether you have reached your desired destination. You are prohibited from charging a Spin Scooter, unless otherwise directed by SpinScooter. By choosing to charge a Spin Scooter, you assume full and complete responsibility for all related risks, dangers, and hazards, and agree that Spin and all other Released Persons (defined below in Section 6) are not responsible for any injury, damage, or cost caused by you with respect to any person or property, including the Spin Scooter itself, directly or indirectly related to the charging of the Spin Scooter.
5.3. Obtaining Equipment/App Updates and Upgrades. In order to access the Services, you must have access to a compatible internet browser, computer and/or mobile device, software, and internet connections or service plans. Without limiting the foregoing, you are required to reserve Spin Scooters through the App or, if applicable, a Third-Party Provider and therefore must have a mobile device that is compatible with the App, Third-Party Provider and the Spin Scooters. Spin may require obtaining updates or upgrades from time to time. You acknowledge and agree that Spin may change system requirements from time to time and that meeting those requirements is your responsibility. We cannot and do not make any representations or warranties with respect to the devices or internet connections you use to access or use the Services, including with respect to device compatibility.
You acknowledge that Spin may from time-to-time issue updated or upgraded versions of the App and may (subject to your device settings) automatically electronically update or upgrade the version of the App that you are then currently using on your mobile device. You consent to receive updates or upgrades to the App automatically without providing further consent each time. The App (including any updates or upgrades) may: (i) cause your device to automatically communicate with our servers to deliver the functionality described in the App description or through new features as they are introduced, and to record usage metrics; (ii) affect preferences or data stored on your device; and (iii) collect personal information as set out in our Privacy Policy. We are not responsible if an update or upgrade affects how the App works if this is caused by your own equipment or device not supporting the update or upgrade. You can withdraw consent at any time by uninstalling the app or by changing the app update settings in your device.
5.4. Feature Availability / Features Subject toChange. The availability of the Services and the features and services included in it is subject to change with or without notice to you. Not all features or services included in the Services are available in all markets and functionality of the Services may be limited, including, without limitation, due to vehicle capability or compatibility, mobile device or network coverage.
5.5. Usage and Data Fees. Your internet service provider or mobile carrier may charge you access, software or data fees for any network use or data transmission by the Services. Contact your internet service provider or mobile carrier for more information regarding usage rates and fees.
5.6. Third Party Sites. As is typical online, the Site and/or Services may contain hyperlinks to other sites. If there are other websites and resources linked to on this Site and/or Services, either by Spin or by you, these links are provided only for the convenience of Spin's users. We have no control over the contents of those websites or resources, and therefore cannot accept responsibility for them or for any loss or damage that may arise from your use of them. If you decide to access any of the third-party websites linked to the Site and/or Services, you do so entirely at your own risk and subject to the user terms and conditions of use and privacy policies for such websites.
5.7. Common Carrier Limitation. You agree that Spinis not a common carrier. Alternative means of public and private transportationare available to the general public and to you individually. We provide SpinScooters only as a convenience.
THE SERVICES ARE PROVIDED ON “AS-IS” AND “AS AVAILABLE” BASIS AND YOU USE THEM SOLELY AT YOUR OWN RISK. SPIN DOES NOT REPRESENT OR WARRANT THE FUNCTIONALITY OF ANY OF THE SERVICES OR THAT ANY SPIN SCOOTER OR ANYTHING RELATING TO YOUR USE OF A SPIN SCOOTER OR THE SERVICES WILL BE IN GOOD REPAIR OR ERROR-FREE ORFREE FROM DELAYS, DEFECTS, OMISSIONS, INTERRUPTIONS OR INACCURACIES. ALL REPRESENTATIONS, WARRANTIES AND CONDITIONS, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD-PARTY RIGHTS, ARE HEREBY DISCLAIMED BY SPIN AND THE RELEASED PERSONS TOTHE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.
THEREFORE,WITHOUT LIMITING THE RELEASE OF LIABILITY:
● to the fullest extent permissible by law, Spin and theReleased Persons (as defined below) hereby disclaim and make no representations, warranties, endorsements, or promises, express or implied, as to: (I) the Services (including User Content, as defined below); (II) the functions, features, or any other elements on, or made accessible through, the Services; (III) any instructions offered or referenced at or linked through the Services; (IV) security associated with the transmission of Your User Submissions transmitted to SPIN via the Services; (V) whether the Services or the servers that make the Services available are free from any harmful components (including viruses, Trojan horses, and other technologies that could adversely impact Your Device(s)); (VI) whether the information (including any instructions) on the Services is accurate, complete, correct, adequate, useful, timely, or reliable; (VII) whether any defects to or errors on the Services will be repaired or corrected; (VIII) whether Your access to the Services will be uninterrupted; (IX) whether the Services will be available at any particular time or location; and (X) whether Your use of the Services is lawful in any particular jurisdiction;
● THE SERVICES MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. SPIN AND THE RELEASED PERSONS ARE NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS.
● IN NO EVENT SHALL SPIN OR THE RELEASED PERSONS BE LIABLE FORANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, OR ANY OTHER DAMAGES OF ANY KIND OR INJURIES ARISING FROM THE SERVICES AND/OR USE OF ANY SPIN SCOOTER ACCESSORIES SUPPLIED BY SPIN (E.G. HELMET, LOCK). THE USER IS RESPONSIBLE FOR THE SAFE USE OF SUCH ACCESSORIES AND MUST CHECK THEIR CONDITION BEFORE EACH USE. IF ANY ACCESSORY IS FOUND NOT BE IN GOOD CONDITION OR WORKING ORDER, USER SHOULD NOT USE SUCH ACCESSORY AND SHOULD PROMPTLY NOTIFY SPIN AND REQUEST A REPLACEMENT; AND
● YOU HEREBY ACKNOWLEDGE AND AGREE THAT, EXCEPT AS MAY OTHERWISE BE LIMITED BY LAW, NEITHER SPIN NOR ANY OTHER RELEASED PERSONS ARE RESPONSIBLE OR LIABLE FOR ANY CLAIM, INCLUDING THOSE THAT ARISE OUT OF OR RELATE TO (A) ANY RISK, DANGER, OR HAZARD DESCRIBED INTHIS AGREEMENT, (B) YOUR USE OF, OR INABILITY TO USE, ANY OF THE SERVICES, (C)YOUR BREACH OF THESE TERMS AND/OR YOUR VIOLATION OF ANY LAW, RULE, REGULATION, AND/OR ORDINANCE, INCLUDING RIDING ON SIDEWALKS AND/OR PARKING, (D) ANY NEGLIGENCE, MISCONDUCT, AND/OR OTHER ACTION AND/OR INACTION BY YOU, (E) YOUR FAILURE TO WEAR A SNELL-, CPSC-, ANSI- OR ASTM- APPROVED HELMET THAT HAS BEEN PROPERLY SIZED, FITTED AND FASTENED ACCORDING TO THE MANUFACTURER’S INSTRUCTIONS WHILE USING ANY PRODUCT, AND/OR (F) ANY NEGLIGENCE, MISCONDUCT, AND/OR OTHER ACTION OR INACTION OF ANY THIRD PARTY.
SOME JURISDICTIONS DO NOT ALLOW DISCLAIMERS OF VARIOUS WARRANTIES, SO ONE OR MORE OF THE ABOVE DISCLAIMERS MAY NOT APPLY TO YOU. TO THE EXTENT SUCH WARRANTIES CANNOT BE DISCLAIMED UNDER THE LAWS OF YOUR JURISDICTION, WE LIMIT THE DURATION AND REMEDIES OF SUCH WARRANTIES TO THE FULL EXTENT PERMISSIBLE UNDER THOSE LAWS.
“Released Persons” as used herein means (i) Blue Jay Transit Inc., d/b/a Spin("Spin"), (ii) any subsidiaries or affiliates of Spin, and (iii) to the fullest extent permitted by law, any (x) governmental entity (including, without limitation, any state, commonwealth, city, town, township, charter township, special district, village, borough, other municipal corporations, and unincorporated communities or jurisdictions) and (y) educational institution (including, without limitation, public and private universities and colleges, high schools, secondary schools, and primary schools) (each of (x) and (y), a"Municipality") with which Spin has contracted or at which Spin is providing Services, and each of Spin's and Municipality's respective current and former parents, subsidiaries, divisions, and current and former affiliated individuals and entities, legal successors, predecessors (including companies they have acquired, purchased, or absorbed), assigns, joint venturers, and each and all of their respective officers, investors, partners, directors, elected officials, servants, agents, shareholders, members, managers, principals, investment advisors, consultants, employees, representatives, legal counsel, accountants, lenders, underwriters, and insurers.
If you are a California resident, you waive California Civil Code Section 1542which provides as follows: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS ORHER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.”
7.1 All Users Who Have Used the Services Outside of the EEA and the United Kingdom.
YOU ACKNOWLEDGE AND AGREE THAT, TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE ENTIRE RISK ARISING OUT OF YOUR ACCESS TO AND USE OF THE SERVICES OR ANYTHING THAT RELATES TO OR CONCERNS YOUR USE OF A SPIN SCOOTER OR THE SERVICES, REMAINS WITH YOU. NEITHER SPIN NOR ANY RELEASED PERSONS WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOSS OF DATA OR LOSS OF GOODWILL, SERVICE INTERRUPTION, OR THE COST OF SUBSTITUTE PRODUCTS OR SERVICES, OR FOR ANY DAMAGES FOR PERSONAL OR BODILY INJURY OR EMOTIONAL DISTRESS ARISING OUT OF OR IN CONNECTION WITH (I) THESE TERMS; (II) THE USE OF OR INABILITY TO USE THE SERVICES AND/OR ANYTHING THAT RELATES TO OR CONCERNS YOUR USE OF A SPIN SCOOTER; (III) ANY COMMUNICATIONS, INTERACTIONS OR MEETINGS WITH OTHER USERS OR OTHER PERSONS WITH WHOM YOU COMMUNICATE, INTERACT OR MEET WITH AS A RESULT OF YOUR USE OF THE SERVICES; (IV) ANY AND ALL USES OF THE SERVICES INCLUDING THE SITE, APP, PRODUCTS AND SERVICES (INCLUDING THE SPIN SCOOTERS) AND/OR (V) YOUR MISCONDUCT OR NEGLIGENT USE OF THE SERVICES INCLUDING THE SPIN SCOOTERS, OR THE NEGLIGENCE OR MISCONDUCT OF A THIRD PARTY WHETHER BASED ON WARRANTY, CONTRACT, TORT(INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT SPIN HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
IN NO EVENT WILL SPIN’S AGGREGATE LIABILITY ARISING OUT OF, RELATING TO YOUR RELATIONSHIP WITH SPIN, THESE TERMS, YOUR USE OF THE SERVICES OR ANYTHING RELATING TO OR CONCERNING YOUR USE OF A SPIN SCOOTER, EXCEED THE AMOUNTS YOU HAVE PAID TO SPIN IN THE TWELVE (12) MONTH PERIOD PRIOR TO THE EVENT GIVING RISE TO THE LIABILITY, OR ONE HUNDRED U.S. DOLLARS (US$100), IF NO SUCH PAYMENT HAS BEEN MADE. THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OFTHE BASIS OF THE BARGAIN BETWEEN SPIN AND YOU.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU. THE LIMITATION OF LIABILITY DESCRIBED ABOVE SHALL APPLY FULLY TO NEW JERSEY RESIDENTS.
7.2 All Users Who Reside in the EEA or the United Kingdom Who Have Used the Services in the EEA or UK.
We will only be liable in accordance with the statutory provisions for any damage caused intentionally or by gross negligence of our representatives or us. Our liability for slight negligence shall be limited to the amount of the foreseeable damages typical for this type of contract and shall only apply in case of a breach of a material contractual obligation. Material contractual obligations shall be obligations the fulfillment of which forms the basis for the proper performance of the agreement and on which you may rely on a general basis.
These limitations of liability shall not apply to the extent any guarantees have been given by us, in the event of culpably caused damage to a person's life, body or health or to claims under the Product Liability Act.
8.1. Ownership. We own proprietary rights of every kind and nature however denominated throughout the world, registered or unregistered, associated with the Services, such as(i) patents, (ii) patent applications, (iii) copyrights, (iv) copyrightable works of expression, (v) trademarks, service marks, slogans, trade names, and other identifiers (including, without limitation, the Spin name, Spin logo, the Services name, and the Services design (collectively, "Spin Marks"), (vi) text, images, photos, audio, video, data, and communication that we create and/or make available in connection with the Services (collectively, "Spin Content"); and (vii) rights of publicity and privacy, moral rights, know-how, trade secrets, software and database rights ((i) through (vii), collectively, "IP Rights"), any and all applications, registrations, renewals, or derivatives in connection with the foregoing IP rights, all rights to obtain, register, perfect and enforce these IP Rights throughout the world, and any and all actions and rights to sue at law or in equity for any past or future infringement or other impairment of the foregoing IP Rights.
8.2. Limited License. Except as expressly provided herein, we do not grant any express or implied proprietary rights to IP Rights. Subject to your compliance with these Terms and any other terms communicated in connection with specific Spin Content, we grant you a personal, non-exclusive, non-transferable, limited right to access, view, use, display and listen to Spin Content for your personal, non-commercial use only. Where permitted by applicable law, you agree not to dispute our claims of ownership or validity of our IP Rights.
You have obtained a license to the Services and your rights are subject to this license. Except as expressly licensed to you herein, Spin and its licensors reserve all right, title and interest in the Services and IP rights. This license is limited to the IP Rights and does not include any rights to other patents or intellectual property. All rights not expressly granted herein are reserved by Spin.
This license is effective until terminated. Your rights under this license will terminate immediately and automatically without any notice from Spin if you fail to comply with any of provision of these Terms or any Other Governing Agreement. Promptly upon termination, you must cease all use of the Services and destroy all copies of the Services in your possession or control. Termination will not limit any of Spin’s other rights or remedies under these Terms, at law or in equity.
8.3. Restrictions. You may not, nor allow third parties to: (i) use the Services or Spin Content for any fraudulent, unlawful, or abusive purpose, or in any way that interferes with the proper functioning or others’ use of the Services or Spin Content, or violates any other person’s rights; (ii) use any data mining, robots, or similar automated tools for data gathering, extraction, or accessing the Services or Spin Content, create a database, download or store any Spin Content other than as licensed above, link or frame the Services or Spin Content, extract or derive any source code or structure of any part of the Services or Spin Content by reverse engineering, disassembly, decompilation or any other means; (iii) abuse or do anything to damage our or our service providers’ business operations, services, reputation, employees or facilities; (iv) use the Services or Spin Content except as expressly authorized by us; (v) resell, copy, store, reproduce, distribute, modify, adapt, adopt, display, publish, perform, transmit, broadcast, or create derivative works of the Services or Spin Content or any software used on or for the Services or Spin Content; (vi) modify, disassemble or tamper with any hardware that interfaces with the Services or Spin Content; (vii) interfere with or disrupt the Services or the servers or networks connected to the Services, including the Site and the App;(viii) email or otherwise transmit any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any Spin computer software or hardware or telecommunications equipment; (ix) forge headers or otherwise manipulate identifiers in order to disguise the origin of any information transmitted to or through the Services (either directly or indirectly through use of third party software); (x) “frame” or “mirror” any part of the Services or Spin Content; (xi) use meta tags or code or other devices containing any reference to Spin, the Services (or any Spin Marks) to direct any person to any other website for any purpose; (xii) post, use, transmit or distribute, directly or indirectly, (e.g. screen scrape) in any manner or media any Spin Content other than solely in connection with your use of the Services in accordance with this Agreement; (xiii) undertake any activity or engage in any conduct that is inconsistent with the business or purpose of the Services, or that is intended to promote or has the effect of engaging in illegal activities, fraud, or that is defamatory, libelous or otherwise objectionable; (xiv) directly or indirectly promote racism, bigotry, hatred or physical harm of any kind against any group or individual; (xv) directly or indirectly request money from, or otherwise defraud, other users; (xvi) engage in any conduct that involves the transmission of “junk mail”, “chain letters,” or unsolicited mass mailing or“spamming” (or “spimming”, “phishing”, “trolling” or similar activities) to Spin or Spin users; (xvii) take video, audio, photographs, or images of another Spin user without his or her permission (or in the case of a minor, the minor’s legal guardian); (xviii) take any action that may undermine the efficacy or accuracy of reviews or ratings systems maintained by Spin; (xix) post instructional information about illegal activities including how to damage Spin property or Spin Scooters or the property of other Spin users; (xx) provide information or data you do not have a right to make available under law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information); (xxi) solicit passwords or personal identifying information for commercial, fraudulent or unlawful purposes from other users or disseminate another person’s personal information without his or her permission; or (xxii) publicize or promote commercial activities and/or sales such as contests, sweepstakes, barter, advertising, and pyramid schemes, without our prior written consent or (xxiii) harvest or otherwise collect or store any information (including personally information) about other users of Spin, including e-mail addresses, without the express consent of such users.
8.4. User Content.You may submit text, images, photos, audio, video, data, and/or communication (collectively, "User Content") through the Services. Please do not submit new or confidential ideas through the Services. By providing User Content, you irrevocably (except to the extent you exercise applicable rights under local data protection laws): grant to Spin a world-wide, perpetual, transferable, sub-licensable, royalty-free, non-exclusive and unrestricted license to copy, reproduce, adapt, transmit, edit, modify, adapt, adopt, publicly display, distribute, translate and create compilations and derivative works from, or otherwise use, any and all User Content (in any format or media)that you post on, upload or otherwise submit to or through, the Services. You also waive your moral rights to the User Content, and hereby grant each user of the Spin a non-exclusive license to access your User Content submitted to or through the Services. You grant this license to Us for the purpose of providing the Services and only to the extent necessary for that purpose. Our right to publicly display User Content ends when you exercise applicable rights to remove User Content from the Services. None of the User Content you post on, upload or otherwise submit to or through, the Services (other than personal information) will be deemed confidential. The Service may allow you to communicate with us through the App. Should you choose to communicate with us, you consent to being contacted in the manner requested.
You understand and acknowledge that you are responsible for User Content, and you, not Spin, assume all risks associated with User Content, including anyone’s reliance on its quality, accuracy, reliability, appropriateness, or any disclosure by you of information in User Content that makes you or anyone else personally identifiable. You represent and warrant that you own or have the necessary rights, consents, and permissions to use and authorize the use of User Content as described herein. You may not imply that User Content is in anyway sponsored or endorsed by Spin.
We are not responsible or liable to you or any third-party for the content or accuracy of any User Content any other text, images, photos, audio, video, data, and/or communication ("Third-Party Content"). You understand that when using the Services, you will be exposed to Third-Party Content from a variety of sources, and that Spin is not responsible for the accuracy, usefulness, safety, or intellectual property rights of or relating to such Third-Party Content, and that such Third-Party Content is not the responsibility of Spin. We may or may not, at our own discretion, pre-screen Third-Party Content, but we have no obligation to do so. We reserve the right (but do not assume the obligation),in our sole discretion, to reject, move, edit or remove Third-Party Content. Without limiting the foregoing, we have the right to remove any Third-Party Content that violates the Terms or is otherwise objectionable in our sole discretion Third-Party Content is solely the responsibility of the person or entity submitting it and does not necessarily reflect the opinion of Spin. We do not endorse any Third-Party Content submitted to the Services by any user or other licensor, or any opinion, recommendation, or advice expressed therein, and we expressly disclaim any and all liability in connection with such text, images, photos, audio, video, data, and/or other communication submitted to the Services.
8.5 Feedback. If you provide feedback, comments or suggestions for improvements to the Services (in written, oral, or any other form) (“Feedback”), you represent and warrant that you (a) have the right to disclose the Feedback, (b) the Feedback does not violate the rights of any other person or entity, and (c) the Feedback does not contain the confidential or proprietary information of any third party or parties. You (i) acknowledge that Spin may have something similar to the Feedback already under consideration or in development, and (ii) assign to Spin your entire right, title, and interest (including any intellectual property rights) in and to Feedback. To the extent that any right, title, or interest cannot be assigned under applicable law, you hereby grant us an irrevocable, non-exclusive, royalty-free, perpetual, worldwide license to use, modify, prepare derivative works from, publish, distribute and sublicense the Feedback without any compensation, and waive any right, title or interest and consent to any action of Spin, its service providers, successors, and assigns that would violate such right, title, or interest in the absence of such consent. You agree to execute any documents necessary to effect the foregoing assignment, waivers, or consents.
8.6. Spin Marks. You may not use, copy, reproduce, republish, upload, post, transmit, distribute, modify, adapt or adopt Spin Marks in any way, including in advertising or publicity pertaining to distribution of materials on the Services, without Spin's prior written consent. You shall not use any Spin Mark or any language, pictures or symbols which could, in Spin's sole judgment, imply Spin's endorsement in any (i) written or oral advertising or presentation, or (ii)brochure, newsletter, book, or other written material of whatever nature, without Spin's prior written consent. You may not remove or alter Spin Marks or legal notices included in the Services or on any related asset, such as Spin Scooters.
8.7. DMCA. We do not permit copyright infringing activities and infringement of intellectual property rights on Services, and we will remove any User Content if properly notified that such User Content infringes on another's intellectual property rights. We reserve the right to remove User Content without prior notice. We will terminate your access to the Services if, under appropriate circumstances, you are determined to be a repeat infringer. In accordance with the DigitalMillennium Copyright Act ("DMCA"),if you believe your work has been copied in a way that constitutes copyright infringement, or if you are aware of someone so infringing on your rights, please provide the following information to our designated DMCA Agent identified below: (i) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other intellectual property interest that has allegedly been infringed; (ii) identification of the copyrighted work or other intellectual property that you claim has been infringed upon or, if multiple copyrighted works at a single online location are covered by a single notification, a representative list of such works at that location; (iii) identification of the material that you claim is being infringed or is the subject of the infringing activity and information reasonably sufficient to permit us to locate the material on the Site and/orServices; (iv) your address, telephone number, and email address; (v) a statement that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, and/or the law; and (vi) a statement by you, made under penalty of perjury, that the above information in your notice is accurate, and that you are the copyright or intellectual property owner or authorized to act on the copyright or intellectual property owner’s behalf. Our designated DMCA Agent is:
Blue Jay Transit Inc., dba SPIN
2 Embarcadero Center
8th Floor - WeWork
San Francisco, California 94111
support@spin.pm
9.1. Location.To determine your eligibility to use the Services, locate scooters, pinpoint your pickup and drop off locations, and track your ride, Spin may determine your location using one or more reference points, such as GPS, beacons and/or software within your device. If you have set your device(s) to disable GPS, Bluetooth or other location determining software or do not authorize the Services to access your location data, the Services may not be able to determine your location and you may not be able to access the Services. For more information about how the Services collects, uses, discloses, and retains your information, please read the Spin Privacy Policy.
9.2. Text Messaging.Spin and those acting on its behalf may send you text (SMS) messages at the phone number you provided us. These messages may include operational messages about your use of the Services, as well as marketing or other promotional messages similar to the products or services received. You may not be able to use the Services without allowing operational text messages as those are an integral part of the service. You may opt-out of receiving marketing text messages at any time by sending an email to support@spin.pm indicating that you no longer wish to receive marketing texts along with the phone number of the mobile device receiving the messages. You may continue to receive text messages for a short period while Spin processes your request, and you may also receive text messages confirming the receipt of your opt-out request. If you do not want to receive operational text messages from Spin, do not provide your phone number to Spin. Text messages may be sent using an automatic telephone dialing system. Your agreement to receive marketing texts is not a condition of any purchase or use of the Services. If you change or deactivate the phone number you provided to Spin, you must update your account information to help prevent us from inadvertently communicating with anyone who acquires your old number. Standard data and message rates may apply for SMS and MMS alerts, whether you send or receive such messages. Please contact your Carrier for details.
9.3. Push Notifications.The Services may make use of push notifications to devices that support the transmission of such notifications or alerts. Push notifications are used to send notification messages to you regarding offers, events, and other promotions and related alerts, as well as informational and/or administrative messages. After downloading the Services, you may be asked to accept or deny push notifications. If you deny, you will not receive any push notifications. If you accept, push notifications will be automatically sent to your device. If you no longer wish to receive push notifications from this Services, you may opt out by changing your notification settings on your device or, if applicable, through the push notification service. For mobile devices, the device manufacturer, not Spin, controls these notification settings.
9.4. Email. Spin may send you emails concerning our products and services. You may opt-out of promotional emails by following the unsubscribe instructions in a promotional email.
9.5. E-SIGN Disclosure. By agreeing to receive text messages, you also consent to the use of an electronic record to document your agreement. You may withdraw your consent to the use of the electronic record by contacting us at support@spin.pm with “Revoke Electronic Consent” in the subject line. To view and retain a copy of this disclosure or any information regarding your enrollment in this program, you will need (i) a device (such as a computer or mobile phone) with a web browser and Internet access and (ii) either a printer or storage space on such device. You agree that the delivery of a copy of this agreement by way of electronic transmission to your email, or other electronic address provided, or text message constitutes a valid and effective delivery of the agreement. For a free paper copy, or to update our records of your contact information, please contact us at support@spin.pm with contact information and the address for delivery.
10.1. Termination by You. You may terminate your use of the Services at any time by closing your account, uninstalling the App, and ceasing to use the Services; provided, however, that(i) termination will not entitle you to any refunds, (ii) these Terms will remain in effect indefinitely after your termination, and (iii) we reserve the right to charge any additional Fees that you owe as a result of your use of the Services or a third party's use of the Services under your account.
10.2. Termination by Us. We may, in our sole discretion and with or without cause, unilaterally suspend or terminate your account or your right to use the Services at any time and without any notice to you.
10.3 Survival. All provisions of these Terms, which by their nature should survive termination, shall survive termination, including, without limitation, Release of Liability, Fees and Responsibility for Costs, Limitations, Disclaimers, Intellectual Property, Indemnification, Miscellaneous.
Without limiting the Release of Liability and Limitation of Liability, you agree to defend, indemnify, and hold harmless the Released Persons from and against any and all consequences, claims, demands, causes of action, losses, liabilities, damages, injuries, fees, costs and expenses, penalties, fines, tickets, attorneys’ or legal fees, judgments, suits, settlements, and/or disbursements of any kind, or nature whatsoever, whether foreseeable or unforeseeable, and whether known or unknown, that directly or indirectly arise from or are related to any claim, suit, action, demand, investigation or proceeding made or brought against any Released Person, or on account of the investigation, defense, or settlement thereof, arising out of or in connection with: (i) your use of the Services and your activities in connection with the Services; (ii) your User Content; (iii) your breach or alleged breach of these Terms or any Other Governing Agreement; (iv) your violation or alleged violation of any laws, rules, regulations, codes, statutes, ordinances, or orders of any governmental or quasi-governmental authorities in connection with your use of the Services or your activities in connection with the Services; (v) information or material transmitted through your account or mobile phone or other device, even if not submitted by you, that infringes, violates, or misappropriates any copyright, trademark, trade secret, trade dress, patent, publicity, privacy, or other right of any person or entity; (vi) any misrepresentation made by you; and (vii) the Released Persons’ use of the information that you submit to us (collectively, "Claims"). You will cooperate as fully required by the Released Persons in the defense of any of the foregoing. Notwithstanding the foregoing, the Released Persons retain the exclusive right to settle, compromise, and pay any and all such Claims. Released Persons reserve the right to assume the exclusive defense and control of any Claims. You will not settle any Claims without, in each instance, the prior written consent of an officer of a Released Person.
YOU ACKNOWLEDGE THE USE OF SPIN SCOOTERS ON CITY STREETS INCREASES RISK OF HARM DUE TO PAVEMENT DEFECTS OR OTHER ROAD HAZARDS. YOU EXPRESSLY WAIVE ALL CLAIMS AGAINST MUNICIPALITY FOR HARM CAUSED BY MUNICIPALITY’S NEGLIGENCE OR DANGEROUS CONDITIONS ON PUBLIC PROPERTY.
Certain cities require, as a condition of its operating permit, license, or contract, that Spin indemnify those municipal entities for claims that arise from the Services, and/or to name that municipal entity as an additional insured under Spin’s insurance policies. Notwithstanding any possible claims against such municipal entities related to the Services, you assume the risk of operating Spin Scooters on potentially hazardous city streets and agree to release and hold harmless municipal entities for any claims that arise from your use of the Services.
To the fullest extent permitted by law, you agree to indemnify and defend Spin and all of its owners, managers, affiliates, employees, contractors, fleet management service providers, officers, directors, shareholders, agents, representatives, successors, assigns (collectively, the “Indemnified Parties”) against any such claims, litigation, and settlement, including any litigation costs or attorneys’ fees, which may instituted by or on behalf of you, or by any person or entity in connection with your use of the Services, Spin Scooters, App, or related equipment, against municipal entities where such claim, litigation, or settlement is subject to Spin’s indemnification obligations or insurance policies as described in the preceding paragraph.
PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT. FOR RESIDENTS OF THE EUROPEAN UNION OR UNITED KINGDOM WHO USED THE SERVICES IN THE EU OR UK, PLEASE ALSO REFER TO THE SECTION ENTITLED “DISPUTE RESOLUTION FOR E.U. OR UK RESIDENTS”BELOW. FOR RESIDENTS OF CANADA, PLEASE ALSO REFER TO THE SECTION ENTITLED “ARBITRATION FOR CANADA RESIDENTS” BELOW.
Definitions. For purposes of this Section 12 (Arbitration Agreement, Dispute Resolution, and Class Action Waiver):
“Party” shall mean either Spin or You, as these terms are defined below. “Parties” shall mean Spin and You, collectively.
“Us” “Our” “We” and/or “Spin” shall mean Blue Jay Transit Inc. dba Spin, its successors, assigns, parent, subsidiaries, affiliates, divisions, dealerships, service providers, and their affiliates, and the respective officers, directors, employees, contractors, agents, or shareholders of any of the foregoing.
“You” shall include yourself, in your individual capacity, and any authorized or unauthorized users or occupants of the Spin Scooter, and/or your or their beneficiaries.
You and Spin agree that these this arbitration undertaking is made pursuant to an in connection with a transaction involving interstate commerce, and shall be governed by and construed and interpreted in accordance with the Federal Arbitration Act at 9 U.S.C. Section 1, et seq. Terms affect interstate commerce and that the Federal Arbitration Act governs the interpretation and enforcement of these arbitration provisions.
This Section 12 is intended to be interpreted broadly and governs any and all disputes between Us, including but not limited to claims arising out of or relating to any aspect of the relationship between Us, whether based in contract, tort, statute, fraud, misrepresentation or any other legal theory; claims that arose before these Terms or any prior agreement (including, but not limited to, claims related to interactions between users); and claims that may arise after the termination of these Terms. Except as provided herein, claims arising out of or relating to the validity, application, scope, enforceability, or interpretation of the Terms, including this Section 12, shall also be decided by an arbitrator. The only Disputes excluded from this Section 12 are the litigation of certain intellectual property and small court claims, as provided below.
By agreeing to these Terms, You agree to resolve any and all disputes with Spin as follows:
Pre-Arbitration Dispute Resolution: For any and all disputes, claims, or controversies You may have against Spin arising out of, relating to, or in respect of these Terms, including their negotiation, validity, existence, breach, termination, construction or application, or the rights, duties or obligations of any Party, or the rights, duties or obligations of any Party derived from or associated with these Terms (“Disputes”), whether pursued in court or arbitration, You must first give Us an opportunity to resolve the Dispute informally by contacting Us at support@spin.pm with the following information: (1) your name, (2) your address, (3) a written description of your claim, and (4) a description of the specific relief You seek. If We do not resolve the Dispute within forty-five (45) days after receiving your notification, then You may pursue resolution of the Dispute in arbitration. You may pursue your Dispute in a court only under the circumstances described below.
Arbitration Procedures:
If the Dispute has not been resolved and is not subject to the exclusions outlined in this Section 12, then either Party may initiate binding arbitration as the sole means to resolve all Disputes, subject to the terms set forth below.
All Disputes shall be resolved before a single arbitrator in accordance with the JAMS Streamlined Arbitration Rules and Procedures for claims that do not exceed $250,000 and the JAMS Comprehensive Arbitration Rules and Procedures for claims exceeding $250,000, in each case applying the rules and procedures in effect at the time the arbitration is initiated, excluding any rules or procedures governing or permitting class actions. You can find the JAMS rules and procedures here at this link.
To start an arbitration with JAMS, You must do the following: (1) write a Demand for Arbitration that includes a description of the claim and the amount of damages you seek to recover (you may find a copy of a Demand for Arbitration at www.jamsadr.com); (2) send three copies of the Demand for Arbitration, plus the appropriate filing fee, to JAMS, 2 Embarcadero Center, Suite 1500, San Francisco, CA 94111; and (3) send three copies of the Demand for Arbitration to Spin at 450 Mission Street, Ste 400San Francisco, CA 94105, ATTN: Legal Department.
You will be required to pay $250 to initiate an arbitration against Us. If the arbitrator finds the arbitration to be non-frivolous, Spin will pay all other fees invoiced by JAMS, including filing fees and arbitrator and hearing expenses. You are responsible for your own attorneys' fees unless the arbitration rules and/or applicable law provide otherwise.
Location of Arbitration: If You live in the United States, You may initiate and litigate the arbitration in your hometown area or through the JAMS office located in San Francisco, California. If You live outside the United States, You must initiate and litigate the arbitration through the JAMS office located in San Francisco, California. Either Party may ask that the arbitration including the hearings, arguments, and all conferences be conducted telephonically or by video conference (e.g., Skype).
Except as otherwise provided in this Section 12, the arbitrator, and not any federal, state, or local court or agency, shall have exclusive authority to resolve all disputes arising out of or relating to the interpretation, applicability, enforceability, or formation of these Terms, the Privacy Policy, or Other Governing Documents, including but not limited to any claim that all or any part of these Terms, Privacy Policy, or Other Governing Document is void or voidable, whether a Dispute is subject to arbitration, or the question of waiver by litigation conduct. For the avoidance of doubt and as further set forth in this Section 12, small claims court, and not any arbitrator or JAMS, shall have the exclusive authority to resolve disputes regarding whether a Dispute is properly within the jurisdiction of a small claims court.
The arbitrator shall be empowered to grant whatever relief would be available in a court under law or in equity. The arbitrator's award shall be written and shall be binding on the parties and may be entered in any court with jurisdiction.
The parties understand that, absent this mandatory arbitration provision, they would have the right to sue in court and have a jury trial. They further understand that, in some instances, the costs of arbitration could exceed the costs of litigation and the right to discovery may be more limited in arbitration than in court.
CLASS ACTION WAIVER: The parties agree that the arbitration shall be conducted in their individual capacities only and not as a class action or other representative action, and the parties expressly waive their right to file a class action or class arbitration or seek relief on a class basis. THIS MEANS THAT YOU AND SPIN AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A LEAD OR REPRESENTATIVE CLASS PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING.
By agreeing to these Terms, You are waiving your right to trial by jury or to participate in a class action. We are also waiving these rights.
Warranty: You and We agree that this arbitration agreement includes any claim arising out of accessing Spin Scooters or Services, including any claims from a breach of an implied or express warranty, or any other claim regarding quality, service or repair, including California-specific warranty protections or so-called “lemon law” statutes including the Song-Beverly Act, California Unfair Competition Law, California Secret Warranty Law, California Consumer Legal Remedies Act and any claims involving pre- or post-sale fraud. The warranty period is not extended or triggered anew by Claims or complaints by You, or repair attempts by Us, or flaws or defects discovered at any point after the time of sale.
Exclusions from Arbitration: Notwithstanding the parties' agreement to resolve Disputes through arbitration, either Party may (1) bring enforcement actions, validity determinations or claims arising from or relating to misuse, infringement, or misappropriation of intellectual property theft, piracy or unauthorized use of intellectual property in state or federal court or in the U.S. Patent and Trademark Office to protect its intellectual property rights ("intellectual property rights" means patents, copyrights, moral rights, trademarks, and trade secrets, but not privacy or publicity rights); (2) seek relief in a small claims court for disputes or claims within the scope of that court's jurisdiction, (3) file bankruptcy in court; (4) enforce a security interest in the vehicle by repossession or in court; (5) take legal action in court to enforce the arbitrator’s decision; and (6) pursue claims and remedies provided for under the Magnussen-Moss Act in court. You and we agree that to the extent that either Party has a good faith belief that a Dispute falls within the jurisdiction of the small claims court in the U.S. county (or parish) of your residence or in Michigan, either Party may elect to have such Dispute adjudicated in such small claims court. Either Party may make such election even after the other Party initiates an arbitration. To the extent that either you or we elect to have a Dispute resolved in small claims court after an arbitration is initiated, the Party that initiated the arbitration agrees to dismiss or suspend the arbitration and seek to resolve the Dispute in small claims court. You and we agree that in the situation where an arbitration is already initiated and one Party invokes the small claims court option, any dispute regarding whether the Dispute is properly within the jurisdiction of a small claims court shall be resolved by the small claims court in the first instance (unless it is unwilling to do so) and not the arbitrator or JAMS.
30-Day Right to Opt-Out: You have the right to opt out and not be bound by the arbitration and class action waiver provisions set forth above. You can opt out of the arbitration and class action waiver provisions set forth above by sending an email from your registered email address on Spin to Us at support@spin.pm with the subject line, "ARBITRATION AND CLASS ACTION WAIVER OPT-OUT." To opt-out, You must send the email to Spin with the required language within thirty (30) days of the later of the following: (i) of your creation of a Spin account; or (ii) the date of notice from Spin of a material change to this Section via email to You. To be clear, if You opt out of the arbitration and class action waiver provision, You will be able to pursue any potential claims in a court of law and can participate in a class action or other class proceeding if You so desire. If You do not opt out properly, You agree to arbitrate. If You opt out of the arbitration and class action waiver provisions, We will not be subject to them either with respect to any disputes with You, meaning Spin can also litigate in a court of law and be subject to class action litigation.
Severability: If a court or arbitrator decides that any portion of this Section 12 is invalid or unenforceable, then the portion shall be severed from the Terms and/or deemed modified, only to the extent necessary to make it lawful. Such invalidity shall not affect the enforceability of any other provisions of the Terms that are not invalid or unenforceable. To affect the modification of the portion, the portion shall be deemed deleted, added to, and/or rewritten, whichever shall most fully preserve the intentions of the parties as originally expressed herein.
The Terms and the relationship between You and Spin shall be governed in all respects by the laws of the State of Michigan, including warranty law, without regard to its conflict of law provisions. This Section 12 shall survive any termination of your account, these Terms, or the Services.
DISPUTE RESOLUTION FOR E.U. OR UK RESIDENTS WHO HAVE USED THE SERVICES IN THE E.U. OR UK
Either Party may initiate binding arbitration as the sole means to resolve all Disputes, subject to the terms above, as permitted by European law. Any controversy that arises or is related to these Terms be submitted to the non-exclusive jurisdiction of the Courts of the place of your domicile. This remains without prejudice to any rights recognized by current consumer protection legislation.
In addition, in accordance with European law, You are informed that the European Commission's online dispute review platform is also available, which is accessible on the following link: http://ec.europa.eu/consumers/odr/. This link is provided as required by Regulation (EU) No 524/2013 of the European Parliament and of the Council, for information purposes only. We are not obliged to participate in online dispute resolution.
ARBITRATION FOR CANADA RESIDENTS
Except where prohibited by applicable law, a Dispute (as defined above), shall be referred to and determined by a single arbitrator in a final and binding arbitration administered under the rules of ADR Institute of Canada, Inc.’s Arbitration Rules. If the Parties have not agreed upon an arbitrator within 14 days, unless otherwise agreed by the Parties in writing, the Parties shall ask the ADR Institute of Canada, Inc. to appoint a single arbitrator.
The seat of the arbitration shall be the same as the provincial or territorial law governing these Terms. The arbitration shall be heard in the capital of the seat unless the Parties agree otherwise. The costs and expenses of the arbitrator shall be shared equally between the Parties. A Party to the arbitration has no right of appeal from any award of the Arbitrator, whether characterized as final, interim, interlocutory or partial.
All Disputes referred to arbitration (including the scope of the agreement to arbitrate, the law relating to the enforcement of the agreement to arbitrate, any relevant limitation periods, the law governing the procedure of the arbitration, the law relating to available remedies, set-off claims and conflict of laws rules) shall be governed by the law of the seat. Each Party hereby irrevocably consents to venue in the capital of the seat, and to the jurisdiction of competent courts in the capital of the seat for all litigation that may be brought, however it is agreed and acknowledged that the intention of the parties is to arbitrate the Dispute without recourse to the courts.
A Party to these Terms may take such steps as are permitted or required to enforce an award made by an Arbitrator. Except as required by law, and only to the extent that such disclosure is reasonably necessary, or for the purposes of obtaining professional advice, the existence of the arbitration and any element of the arbitration, including any award, shall be confidential and shall not be disclosed to any non-party to the arbitration. No document or other evidence or information prepared for or produced by or on behalf of any Party to the arbitration shall be disclosed to any non-party to the arbitration.
You and Spin agree that regardless of any statute or law to the contrary, any dispute under these Terms. Including under Section 12 of these Terms and including any claim or cause of action against You or Spin, must be commenced or filed within one year after such claim arose, in accordance with these Terms; otherwise, the dispute or claim is permanently barred, and there shall be no right to any remedy for any claim not asserted in that time period.
Spin may give notice by any means of communication reasonably anticipated to notify you of the information provided. You agree that all notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing or be delivered in a particular manner. You agree that you have the ability to store such electronic communications such that they remain accessible to you in an unchanged form. By way of example only, such communication may be a general notice on the Services or via email to the email address listed on your account. It is your obligation to update your account information so that we may contact you as may be necessary. Such notice shall be deemed to have been given 48 hours after dispatch. If physical notice (e.g., US Mail) is used, then such notice shall be deemed to have been given 7 days after dispatch.
Except as explicitly described in Section 12, you may give notice to Spin (such notice shall be deemed given when received by Spin) at any time by any of the following: letter delivered by nationally recognized overnight delivery service or first class postage prepaid mail to Spin at the following address:
Blue Jay Transit Inc., dba SPIN
2 Embarcadero Center
8th Floor - WeWork
San Francisco, California 94111
15.1. Entire Agreement. These Terms (including, without limitation, the Privacy Policy, and any applicable Other Governing Document), is the entire agreement regarding the subject matter herein, and the parties acknowledge that they have not relied on any promise, representation, or warranty, express or implied, that is not contained in this Agreement. Spin is not obligated under any other agreements unless they are in writing and signed by an authorized representative of Spin.
15.2. Export Control. Materials and information provided on or through the Service, including prices, features, products or services, may not be available outside the U.S. You agree to comply with all export and re-export control laws, restrictions and regulations or similar laws of your government in connection with your use of the Service, including but not limited to, the Export Administration Regulations (“EAR”) maintained by the U.S. Department of Commerce, trade and economic sanctions maintained by the Treasury Department’s Office of Foreign Assets Control (“OFAC”), and the International Traffic in Arms Regulations (“ITAR”) maintained by the Department of State. Further, you represent and warrant that: (i) you are not located in a country that is subject to a government embargo, or that has been designated by any country’s government as a “terrorist supporting” country, and (ii) that you are not listed on any government list of prohibited or restricted parties as specified in the laws and regulations listed above or in the laws and regulations applicable in your country.
15.3. Promotional Offers. From time to time, Spin may offer promotional discounts or credits ("Promotional Credits") to users. Spin reserves the right to withhold, expire, limit, modify or deduct Promotional Credits in the event that Spin determines or believes that the receipt of the Promotional Credit was in error, fraudulent, illegal, or in violation of our rules or any other applicable agreement between you and Spin, as determined in Spin's sole discretion. Each of these Promotions may have their own rules and terms that you should review. Those terms will apply in addition to these Terms. We are not required to give, and you are not required to accept, any offers we may promote through the Services. Promotional Credits must be used for the intended audiences and purposes and are not transferable, redeemable or exchangeable for other things of value, except at our sole discretion. If you accept any offer, you may have to sign a declaration of eligibility and liability release, or sign other paperwork in order to receive the offer. Some offers may be subject to taxes and other charges or restrictions which will be disclosed before you accept the offer. If you accept an offer you also assume all liability associated with that offer.
15.4. Referral Program. We may offer bonuses to new users and for other marketing purposes, such as a referral program (“Referral Program”). Users may be able to earn courtesy credits that can be used for Fees, discounts, or other promotional purposes (“Referral Program Rewards”) by inviting their eligible friends to register as new Spin users using a unique referral code (“Referral Program Codes”). Referral Program Codes must be used for the intended audience and purposes, and may not be sold or transferred in any manner or made available to the general public (whether posted to a public forum or otherwise), unless expressly permitted by Spin. Except as permitted by Spin, Referral Program Rewards are non-transferrable, may not be resold, and are not redeemable for cash or other consideration. You agree we may change the terms and conditions of the Referral Program, terminate the Referral Program, or expire, deduct, limit, or modify your Referral Program Rewards at any time for any reason, including but not limited to, the event that Spin determines or believes that your participation in the Referral Program or use or redemption of Referral Program Codes was in error, fraudulent, illegal, or otherwise in violation of these Terms.
15.5. Governing Law and Venue. These Terms will be governed by the internal laws of the State of Michigan, without regard to its choice or conflicts of laws provisions. Any dispute that arises out of or relates to these Terms or the breach thereof that is not governed by the mandatory arbitration agreement set forth in Section 12, above, shall be governed by the law of the State of Michigan without regard to or application of choice of law principles. The parties hereby consent to the exclusive jurisdiction of the state and federal courts in Michigan for all claims and both parties expressly waive any objections or defense based upon lack of personal jurisdiction or venue. For any action not subject to mandatory arbitration pursuant to Section 12 above, the prevailing party to such dispute shall be entitled to recover its reasonable costs incurred in prosecuting or defending against such dispute, including its reasonable attorneys’ fees and experts’ fees.
For non-United States residents, any legal disputes arising from this contract in relation to use of the Services in the EEA (excluding the United Kingdom), German Law applies, and the place of venue are the courts of Berlin.
For non-United States residents, any legal disputes arising from this contract in relation to use of the Services in the United Kingdom, the laws of the United Kingdom shall apply, and the place of venue are the courts of London.
For non-United States residents, any legal disputes arising from this contract in relation to use of the Services in Canada, the laws of the province or territory in which You reside shall apply, and the place of venue are the courts of the province or territory in which you reside.
15.6. Severability; Waiver. If a court determines that any term or condition in these Terms is illegal or unenforceable, then such term will be eliminated and the remaining terms and conditions will remain in full force and effect. Our failure to exercise or enforce any right or provision of these Terms shall not constitute a waiver of such right or provision.
15.7. Assignment. We can assign these Terms in whole or in part to anyone we choose. You can't assign your rights or obligations under these Terms to anyone else without our prior consent.
15.8. Force Majeure. Neither party will be liable for any delay or failure in performance to the extent the delay or failure is caused by events beyond the party’s reasonable control, including, a significant failure of the Internet, fire, flood, acts of God, explosion, war or the engagement of hostilities, strike, embargo, labor dispute, pandemic, government requirement, civil disturbances, or civil or military authority.
15.9. Independent Contractors. Spin is an independent contractor and neither party is an agent of the other and neither party has the right to bind the other on any agreement with a third party.
15.10. Headings and Sections. The headings and section titles in the Terms are for convenience only and have no legal or contractual effect.
15.11. No Third-Party Beneficiaries. You agree that, except as otherwise expressly provided in these Terms, there shall be no third-party beneficiaries to these Terms.
15.12. Interference. ANY ATTEMPT BY ANY INDIVIDUAL TO DELIBERATELY DAMAGE THE SERVICES OR OTHERWISE UNDERMINE OUR LEGITIMATE BUSINESS OPERATIONS MAY BE IN VIOLATION OF CRIMINAL AND CIVIL LAWS AND WE RESERVE THE RIGHT TO COUSE IN THE PROSECUTION OF ANY SUCH INDIVIDUAL(S) AND TO PURSUE ALL REMEDIES TO THE FULLEST EXTENT PERMITTED BY LAW.
15.13. Notice for California Users. Under California Civil Code Section 1789.3, users of the Service from California are entitled to the following specific consumer rights notice: The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834, or by telephone at (916) 445-1254 or (800) 952-5210.
15.14. Notice Regarding Apple. If the Services that you use include a mobile application that you download, access and/or use and that runs on Apple's iOS operating system (an “iOS App”), you acknowledge and agree that:
15.15. Notice Regarding Google. If the Services that you use includes a mobile application that you download, access, and/or use from the Google Play Store (“Google-Sourced Software”): (i) you acknowledge that these Terms are between you and us only, and not with Google, Inc. (“Google”); (ii) your use of Google-Sourced Software must comply with Google’s then-current Google Play Store Terms of Service; (iii) Google is only a provider of the Google Play Store where you obtained the Google-Sourced Software; (iv) we, and not Google, are solely responsible for our Google-Sourced Software; (v) Google has no obligation or liability to you with respect to Google-Sourced Software or the Terms; and (vi) you acknowledge and agree that Google is a third-party beneficiary to the Terms as it relates to our Google-Sourced Software.
