Terms of Use

Effective as of December 1, 2017

PLEASE READ THIS AGREEMENT CAREFULLY; THIS IS A BINDING CONTRACT.

You acknowledge that these terms include disclaimer of warranties, damage and remedy exclusions and limitations. Additionally, SECTION 15 OF THESE TERMS OF USE CONTAINS A BINDING ARBITRATION CLAUSE, CLASS ACTION WAIVER AND MASSACHUSETTS JURISDICTION. IF YOU LIVE IN THE UNITED STATES, THIS SECTION AFFECTS YOUR RIGHTS ABOUT HOW TO RESOLVE DISPUTES THAT YOU MAY HAVE WITH US.

1. Introductions
Thanks for your interest in Zagster, Inc. (“Zagster”, “we”, “us”, “our”). By using the websites located at ridepace.com and the Pace mobile application (including all material and content contained on each therein, the “Platforms”), you are agreeing to the Terms of Use (“Terms”) set forth below and our Privacy Policy, which is incorporated into these Terms by reference. The Terms and the Privacy Policy are referred to collectively as the “Agreement”. If you are an individual and using the Platforms on behalf of an organization, “you” means such organization and in such case, the person accessing the Platforms represents and warrants that s/he has the authority to bind such entity to all of the terms and conditions of this Agreement.

Riders of our bike sharing programs also agree to our Rider Agreement, along with these Terms and Privacy Policy. From time to time, we may also establish separate registration procedures and separate terms and conditions, terms of service, user agreements, or similar legal agreements for other services and products offered by us. We will inform you of any such applicable separate agreements.

2. Changes to the Agreement
The Agreement may, at our sole discretion, be revised in writing by us. The date of the last modification is posted at the top of the Agreement. You agree to review this Agreement periodically to ensure that you are familiar with the most recent version. If we make material changes to the Agreement, we may notify you by sending an email to the last email address you provided to us (if any) and/or by prominently posting notice of the changes on our Platforms. If the changes are not acceptable to you, your only recourse is to cease using the Platforms. By continuing to use the Platforms after changes are made, you are agreeing to the changes.

3. Availability of Platforms, Technology Limitations and Modifications
We will make reasonable efforts to keep the Platforms operational. However, certain technical difficulties or maintenance may, from time to time, result in temporary interruptions. We reserve the right, periodically and at any time, to modify or discontinue, temporarily or permanently, functions and features of the Platforms, with or without notice, all without liability to you for any interruption, modification, or discontinuation of the Platforms or any function or feature thereof. You understand and agree that we have no obligation to maintain, support, upgrade or update the Platforms, or to provide all or any specific content through the Platforms.

Although the Platforms may be accessible worldwide, not all features, products or services discussed, referenced, provided or offered through or on the Platforms are available to all persons or in all geographic locations, or appropriate or available for use outside the United States. Zagster reserves the right to limit, in its sole discretion, the provision and quantity of any feature, product, or service to any person or geographic area. Any offer for any feature, product, or service made on the Platforms is void where prohibited. If you choose to access the Platforms from outside the United States, you do so on your own initiative and you are solely responsible for complying with applicable local laws.

4. General Rules of Conduct
By viewing, posting to, or otherwise using the Platforms, you agree to abide by these rules and not to use the Platforms in any manner not expressly permitted by the Agreement. Failure to do so may result in suspension or termination of your access and/or license to use to the Platforms.
Please respect us, the Platforms and other users of the Platforms. Do not engage in any activity on the Platforms which is or includes material that (a) is obscene, threatening, racist, sexist, discriminatory, offensive, abusive, defamatory or pornographic; (b) includes personal attacks on Zagster or other community members; (c) is owned by a third party, unless you have express permission from the content’s owner; (d) is illegal, or intended to promote or commit an illegal act of any kind, including but not limited to, violations of intellectual property or privacy rights; (e) includes malicious content such as malware, trojan horses or viruses, (f) interferes with any user’s access to the Platforms; (g) uses any robot, spider, other automatic device, or manual process to extract, “screen scrape,” monitor, “mine,” or copy any static or dynamic web page on the Platforms, or any content contained therein; (h) mirrors or frames the Platforms or any content made available through the Platforms, places pop-up windows over its pages, or otherwise affects the display of the Platform’s pages; (i) impersonates or misrepresents your affiliation with another person or entity, or is otherwise fraudulent or misleading; (j) interferes with the Platforms, tampers with or attempts to probe, scan, or test for vulnerabilities in the Platforms, including our computer systems or network, or breaches any of our security or authentication measures; (k) attempts to gain access to secured portions of the Platforms to which you do not possess access rights; or (l) conflicts with or is not expressly permitted under the Agreement, as determined by us.
You represent and warrant that any registration information that you submit to us is true, accurate and complete, and you agree to maintain its accuracy and immediately notify us if any information is inaccurate. Your use of the Platforms is subject to your standard phone and/or internet fees for data, messaging and any other limits put in place by your carrier and you are responsible for any fees related thereto as a result of your usage of the Platforms.

5. Social Media Policy
By viewing, posting to or otherwise using Zagster’s social media platforms accounts, you agree to abide by these rules and not to use or interact with Zagster’s social media platforms accounts in any manner not expressly permitted by the Agreement. This includes the agreement that you will not engage in any activity on the Zagster’s social medial platform accounts which is or includes material that (a) contains blind links (we reserve the right to remove blind links); (b) includes personal attacks on Zagster or other community members; (c) is obscene, threatening, racist, sexist, discriminatory, offensive, abusive, defamatory or pornographic; (d) includes personal information, such as email addresses and phone numbers; (e) is used for business purposes, including selling products, soliciting money, or recruiting fans, followers, and group members; (f) is owned by any third party, unless you have express permission from the content’s owner, (g) is illegal, or intended to promote or commit an illegal act of any kind, including but not limited to, violations of intellectual property or privacy rights; (h) impersonates or misrepresents your affiliation with another person or entity, or is otherwise fraudulent or misleading; (i) interferes with any user’s access to the Zagster’s social media platforms accounts; and (j) conflicts with or is not expressly permitted under the Agreement, as determined by us. If you elect to make comments or posts on Zagster’s social media accounts, please be aware that Zagster has the right, in its sole discretion, but not the obligation to remove comments and posts.

TO THE FULLEST EXTENT PERMITTED BY LAW, ZAGSTER DISCLAIMS ALL EXPRESS AND IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION ANY WARRANTY AS TO ACCURACY, INTEGRITY, OR SECURITY AND THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NONINFRINGEMENT, WITH RESPECT TO ANY CONTENT POSTED ON OUR SOCIAL MEDIA PLATFORMS.

6. License and Ownership
(a) License to the Platforms. We own all right, title, and license in and to the Platforms and hereby grant you a limited, revocable, non-exclusive, non-transferable license to use the Platforms for your personal use in accordance with this Agreement. Except as expressly permitted by us, you agree that you will not sublicense, resell, rent, reverse engineer, modify or otherwise make derivative works of, assign, distribute, or otherwise commercially exploit the Platforms or any parts thereof. All rights not expressly granted to you are reserved by us. This license shall automatically expire upon termination of this Agreement.

(b) License to Feedback. You grant Zagster an unlimited, irrevocable, perpetual, non-exclusive, transferable, royalty-free worldwide license to use and/or incorporate into the Platforms any feedback, suggestions and/or recommendations you provide to us. This is true whether you provide the feedback on the Platforms or through any other method of communication with us, unless we have entered into a separate agreement with you that provides otherwise.

(c) License to Material Posted by You. You further grant Zagster an irrevocable, perpetual, royalty-free, fully paid up, worldwide, right and license (with right of sublicense) to use, copy, modify, distribute, publicly perform and display and otherwise commercially exploit any and all content you post to Zagster social media accounts for any purpose whatsoever.

7. Intellectual Property/DMCA
The Platforms are protected in the U.S. and internationally under trademark, copyright, and other intellectual property laws. Additionally, we respect the intellectual property rights of others. If you think material hosted by us infringes your copyright, please provide us the following information:

(a) an electronic or physical signature of a person authorized to act on behalf of the owner of the copyright or other intellectual property interest; (b) a description of the copyrighted work or other intellectual property that you claim has been infringed; (c) a description of where in the Platforms the material that you claim is infringing is located; (d) your address, telephone number and, if available, an email address; (e) a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and (f) a statement by you that the above information provided by you in your notice is accurate and, under penalty of perjury, that you are the copyright or intellectual property owner or authorized to act on behalf of the copyright or intellectual property owner.

Your claim should be sent by mail or email to Zagster at the address listed in Section 16(h), ATTN: Copyright Agent or by email at [email protected].

8. Suspension and Termination
We may suspend your access to the Platforms at any time, including in the event of your actual or suspected unauthorized use of the Platforms or non-compliance with the Agreement. In our sole discretion, in addition to any other rights or remedies available to us and without any liability whatsoever, we may, at any time and without notice, terminate or restrict your access to the Platforms for any reason or no reason. If you have been notified by us that you are prohibited from using the Platforms, then notwithstanding anything to the contrary, you have no license to use the Platforms and any access by you or on your behalf shall be unauthorized and unlawful.

You also agree that any violation by you of this Agreement will constitute an unlawful and unfair business practice, and will cause irreparable harm to Zagster, for which monetary damages would be inadequate, and you consent to Zagster obtaining any injunctive or equitable relief that Zagster deems necessary or appropriate in such circumstances. These remedies are in addition to any other remedies Zagster may have at law or in equity. If Zagster does take any legal action against you as a result of your violation of these Terms, Zagster will be entitled to recover from you, and you agree to pay, all reasonable attorneys’ fees and costs of such action, in addition to any other relief granted to Zagster.

9. Recordings of Contact with Zagster
Telephone calls, email correspondence, and social media communications with Zagster and its agents may be recorded or monitored. By using these communication methods, you are consenting to the recording or monitoring of your calls, emails, and social media communications with us and our agents.

10. Third Party Links
A link on the Platforms to a non-Zagster website does not mean that Zagster endorses or accepts any responsibility for the content, or the use, of such website or the products or services offered thereon. Accordingly, you acknowledge and agree that Zagster is not responsible or liable for: (i) the availability or accuracy of such third party websites; (ii) the content, products, or services on or available from such third party websites; or (iii) the privacy policies or practices of such third party websites. It is up to you to take precautions to ensure that whatever you select for your use is free of viruses, worms, trojan horses and other items of a destructive nature. You acknowledge sole responsibility for and assume all risk arising from your use of any such third party websites.

11. Promotions
We may, in our sole discretion, create promotional codes that may be redeemed for ride discounts and credits or other benefits, subject to terms that we may establish on a per-promotional-code basis (“Promo Codes”). You agree that Promo Codes: (i) must be used for the intended audience and purpose, and in a lawful manner; (ii) may not be duplicated, sold, or transferred in any manner, unless expressly permitted by us; (iv) may only be used pursuant to the specific terms that we establish for such Promo Code; (v) are not valid for cash; and (vi) may expire prior to your use. We reserve the right to withhold or deduct credits or other benefits obtained through the use of Promo Codes by you or any other user in the event that Zagster determines or believes that the use or redemption of the Promo Code was in error, fraudulent, illegal, or in violation of the applicable Promo Code terms or this Agreement. Promo Codes are governed by this Agreement and any other terms and conditions set forth at the time the Promo Codes are issued.

Additionally, we may, in our sole discretion, offer you the chance to participate in sweepstakes, contests, surveys, or other promotions (“Additional Promotions”). Additional Promotions may be governed by terms and conditions that are separate from these Terms. If the provisions of an Additional Promotion’s terms and conditions conflict with these Terms, those separate terms and conditions shall prevail.

12. DISCLAIMER OF WARRANTIES
WE ENDEAVOR TO PROVIDE THE BEST SERVICE WE CAN, BUT YOU UNDERSTAND AND AGREE THAT THE PLATFORMS ARE PROVIDED “WITH ALL FAULTS” AND ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT EXPRESS, STATUTORY, OR IMPLIED WARRANTY OR CONDITION OF ANY KIND. YOU USE THE SERVICE AT YOUR OWN RISK. WE DISCLAIM ANY WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT, TITLE, ACCURACY, AND NON-INFRINGEMENT.

WE MAKE NO WARRANTY AS TO THE ACCURACY, COMPLETENESS, RELIABILITY, LEGALITY, OPERABILITY, AVAILABILITY, OR CURRENTNESS OF ANY CONTENT AVAILABLE THROUGH THE PLATFORMS. YOU ARE RESPONSIBLE FOR VERIFYING ANY INFORMATION BEFORE RELYING ON IT, AND WE UNDERTAKE NO OBLIGATION TO UPDATE OR REVISE THE INFORMATION CONTAINED ON THE PLATFORMS, WHETHER AS A RESULT OF NEW INFORMATION, FUTURE EVENTS OR CIRCUMSTANCES OR OTHERWISE. USE OF THE PLATFORMS IS AT YOUR SOLE RISK. WE DO NOT WARRANT THAT YOU WILL BE ABLE TO ACCESS OR USE THE PLATFORMS AT THE TIMES OR LOCATIONS OF YOUR CHOOSING; THAT THE PLATFORMS WILL BE UNINTERRUPTED OR ERROR-FREE; THAT DEFECTS WILL BE CORRECTED; OR THE PLATFORMS WILL BE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM US THROUGH THE PLATFORMS OR OTHERWISE WILL CREATE ANY WARRANTY, REPRESENTATION, OR GUARANTEE NOT EXPRESSLY STATED IN THESE TERMS.

IN ADDITION, TO THE MAXIMUM EXTENT ALLOWED BY LAW, WE DO NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE OFFERED BY A THIRD PARTY ON OR THROUGH THE PLATFORMS OR ANY HYPERLINKED WEBSITE AVAILABLE THROUGH THE PLATFORMS. WE DO NOT CONTROL THIRD PARTY WEBSITES AVAILABLE THROUGH HYPERLINK AND WE ARE NOT RESPONSIBLE FOR ANY CONTENT AVAILABLE THEREIN. YOU UNDERSTAND AND AGREE THAT WE ARE NOT RESPONSIBLE OR LIABLE FOR ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS. AS WITH ANY PURCHASE OF A PRODUCT OR SERVICE THROUGH ANY MEDIUM OR IN ANY ENVIRONMENT, YOU SHOULD USE YOUR JUDGMENT AND EXERCISE CAUTION WHERE APPROPRIATE. NO ADVICE OR INFORMATION WHETHER ORAL OR IN WRITING OBTAINED BY YOU FROM US SHALL CREATE ANY WARRANTY ON BEHALF OF US IN THIS REGARD. SOME ASPECTS OF THIS SECTION MAY NOT APPLY IN SOME JURISDICTIONS.

Some states do not allow exclusion of implied warranties, so these exclusions may not apply in individual cases. You may have additional rights that vary from state to state. To the extent that we may not, as a matter of applicable law, disclaim any implied warranty, the scope and duration of such warranty will be the minimum permitted under such applicable law.

13. LIMITATION OF LIABILITY AND DAMAGES
YOU ACKNOWLEDGE AND AGREE THAT WE ARE ONLY WILLING TO PROVIDE ACCESS TO THE PLATFORMS IF YOU AGREE TO CERTAIN LIMITATIONS OF OUR LIABILITY TO YOU AND TO THIRD PARTIES. YOU UNDERSTAND THAT TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, IN NO EVENT WILL WE OR THE ZAGSTER RELATED PARTIES (DEFINED IN SECTION 14) BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF REVENUES, PROFITS, GOODWILL, USE, DATA, LOST OPPORTUNITIES, OR BUSINESS INTERRUPTIONS ARISING OUT OF OR RELATED TO THE PLATFORMS, HOWEVER CAUSED, WHETHER ARISING UNDER STATUTE, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR UNDER ANY OTHER THEORY OF LIABILITY, WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE OR WHETHER SUCH DAMAGE WAS FORESEEABLE OR IN THE CONTEMPLATION OF THE PARTIES.

SUCH LIMITATION OF LIABILITY SHALL APPLY WHETHER THE DAMAGES ARISE FROM USE OR MISUSE OF AND RELIANCE ON THE PLATFORMS, FROM INABILITY TO USE THE PLATFORMS, OR FROM THE INTERRUPTION, SUSPENSION, OR TERMINATION OF THE PLATFORMS (INCLUDING SUCH DAMAGES INCURRED BY THIRD PARTIES).

SUCH LIMITATION SHALL ALSO APPLY WITH RESPECT TO DAMAGES INCURRED BY REASON OF OTHER SERVICES OR GOODS RECEIVED OR ADVERTISED THROUGH ANY LINKS PROVIDED IN THE PLATFORMS, AS WELL AS BY REASON OF ANY INFORMATION OR ADVICE RECEIVED THROUGH OR ADVERTISED ON THE PLATFORMS OR RECEIVED THROUGH ANY LINKS PROVIDED VIA THE PLATFORMS. WE WILL NOT BE LIABLE FOR ANY DAMAGES ARISING FROM THE TRANSACTIONS BETWEEN YOU AND THIRD PARTIES OR FOR ANY INFORMATION APPEARING ON THIRD PARTY PLATFORMS OR ANY OTHER WEBSITES LINKED TO OUR PLATFORMS. YOU SPECIFICALLY ACKNOWLEDGE THAT ZAGSTER IS NOT LIABLE FOR THE DEFAMATORY, OFFENSIVE, INFRINGING, HARMFUL, OR ILLEGAL CONDUCT OF OTHER USERS OR THIRD PARTIES AND THAT THE RISK OF INJURY FROM THE FOREGOING RESTS ENTIRELY WITH YOU.

YOU ACKNOWLEDGE AND UNDERSTAND THAT THIS SECTION 13 REMOVES OR LIMITS OUR LIABILITY FOR NEGLIGENCE WHERE PERMITTED BY LAW. SOME JURISDICTIONS DO NOT ALLOW FOR LIMITED LIABILITY FOR CERTAIN TYPES OF DAMAGES OR EXCLUSION OF IMPLIED WARRANTIES. THIS AGREEMENT DOES NOT WAIVE OR LIMIT ANY RIGHTS OR OBLIGATIONS NOT ALLOWED BY LAW AND WE DO NOT REQUEST THAT YOU WAIVE OR LIMIT ANY SUCH RIGHTS. IF ANY OF THE FOREGOING RESTRICTIONS APPLY, THEN THE ABOVE WAIVERS, DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN SUCH STATES OR JURISDICTIONS.

14. Indemnification
You agree to indemnify, defend and hold harmless Zagster and its parents, subsidiaries, affiliates, agents, directors, officers, employees, licensors, co-branders and other partners, contractors, representatives, successors, and assigns (“Zagster Related Parties”) from and against any and all claims, demands, actions, suits, proceedings, investigations, allegations, damages, costs, expenses, amounts agreed to in settlement, losses and any and all other liabilities (including reasonable attorneys’ fees and court costs) arising out of or resulting from: (i) your use of the Platforms; (ii) a violation of these Terms; (iii) a violation of any rights of any other person or entity; (iv) your registration or any activity in which you engage using the Platforms; (v) any viruses, Trojan horses, worms, time bombs, spyware, malware, cancelbots or other similar harmful or deleterious programming routines input by you; or (vi) any other acts, omissions, negligence or misconduct by you.

15. Governing Law; Arbitration; Jury Trial Waiver; Class Action Waiver; Forum Selection Clause
These Terms and the relationship between you and Zagster shall be governed by the laws of the Commonwealth of Massachusetts, without giving effect to any choice of laws principles that would require the application of the laws of a different country or state. You agree to submit to the personal and exclusive jurisdiction of the courts located within the Commonwealth of Massachusetts for the adjudication of any and all claims arising out of your use of the Platforms and your relationship with Zagster, and you waive any objection thereto.

Any and all controversies, disputes, demands, counts, claims, or causes of action (including the interpretation and scope of this clause, and the arbitrability of the controversy, dispute, demand, count, claim, or cause of action) between you and Zagster or the Zagster Related Parties, will exclusively be settled through binding and confidential arbitration. Arbitration will be subject to the Federal Arbitration Act and not any state arbitration law. The arbitration will be conducted before one commercial arbitrator with substantial experience in resolving commercial contract disputes from the American Arbitration Association (“AAA”). As modified by this Agreement, and unless otherwise agreed upon by the parties in writing, the arbitration will be governed by the AAA’s Commercial Arbitration Rules and, if the arbitrator deems them applicable, the Supplementary Procedures for Consumer Related Disputes (collectively “Rules and Procedures”). You are thus GIVING UP YOUR RIGHT TO GO TO COURT to assert or defend your rights EXCEPT for matters that may be taken to small claims court. Your rights will be determined by a NEUTRAL ARBITRATOR and NOT a judge or jury. You are entitled to a FAIR HEARING, BUT the arbitration procedures are SIMPLER AND MORE LIMITED THAN RULES APPLICABLE IN COURT. Arbitrator decisions are as enforceable as any court order and are subject to VERY LIMITED REVIEW BY A COURT.
You and Zagster must abide by the following rules: (a) ANY CLAIMS BROUGHT BY YOU OR ZAGSTER MUST BE BROUGHT IN THE PARTY’S INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING; (b) THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS, MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A REPRESENTATIVE OR CLASS PROCEEDING, AND MAY NOT AWARD CLASS-WIDE RELIEF, (c) in the event that you are able to demonstrate that the costs of arbitration will be prohibitive as compared to costs of litigation, Zagster will pay as much of your filing and hearing fees in connection with the arbitration as the arbitrator deems necessary to prevent the arbitration from being cost-prohibitive as compared to the cost of litigation, (d) Zagster also reserves the right in its sole and exclusive discretion to assume responsibility for all of the costs of the arbitration; (e) the arbitrator will honor claims of privilege and privacy recognized at law; (f) the arbitration will be confidential, and neither you nor we may disclose the existence, content, or results of any arbitration, except as may be required by law or for purposes of enforcement of the arbitration award; (g) the arbitrator may award any individual relief or individual remedies that are permitted by applicable law; and (h) each side pays its own attorneys’ fees and expenses unless there is a statutory provision that requires the prevailing party to be paid its fees and litigation expenses, and then in such instance, the fees and costs awarded will be determined by the applicable law.

Notwithstanding the foregoing, either you or Zagster may bring an individual action in small claims court. Further, claims of defamation, violation of the Computer Fraud and Abuse Act, and infringement or misappropriation of Zagster’s patent, copyright, trademark, or trade secret will not be subject to this arbitration agreement. Such claims will be exclusively brought in the state or federal courts located in Boston, Massachusetts. Additionally, notwithstanding this agreement to arbitrate, either party may seek emergency equitable relief before the state or federal courts located in Boston, Massachusetts in order to maintain the status quo pending arbitration, and hereby agree to submit to the exclusive personal jurisdiction of the courts located within Boston, Massachusetts for such purposes. A request for interim measures will not be deemed a waiver of the right to arbitrate. With the exception of subparts (a) and (b) in the paragraph above (prohibiting arbitration on a class or collective basis), if any part of this arbitration provision is deemed to be invalid, unenforceable or illegal, or otherwise conflicts with the Rules and Procedures, then the balance of this arbitration provision will remain in effect and will be construed in accordance with its terms as if the invalid, unenforceable, illegal or conflicting provision were not contained herein. If, however, either subpart (a) or (b) is found to be invalid, unenforceable or illegal, then the entirety of this arbitration provision will be null and void, and neither you nor Zagster will be entitled to arbitration. If for any reason a claim proceeds in court rather than in arbitration, the dispute will be exclusively brought in state or federal court in Boston, Massachusetts. For more information on AAA, its Rules and Procedures, and how to file an arbitration claim, you may call AAA at 800-778-7879 or visit the AAA website at http://www.adr.org.

16. General
(a) Force Majeure. We will not be liable for any delay or failure to perform resulting from causes outside of our reasonable control, including acts of God, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, strikes, or shortages of transportation facilities, fuel, energy, labor, or materials.

(b) Independent Contractor. You agree that no joint venture, partnership, employment or agency relationship exists between you and us as a result of this Agreement or your use of the Platforms.

(c) Assignment. We may assign this Agreement, in whole or in part, to any person or entity at any time with or without your consent. You may not assign this Agreement without our prior written consent, and any unauthorized assignment by you shall be null and void.

(d) No Waiver. Our failure to enforce or our delay in enforcement of any provision of this Agreement shall in no way be construed to be a present or future waiver of such provision, nor in any way affect our right to enforce each and every such provision thereafter. The express waiver by us of any provision, condition, or requirement of this Agreement shall not constitute a waiver of any future obligation to comply with such provision, condition, or requirement.

(e) Equitable Remedies. You hereby agree that we would be irreparably damaged if this Agreement was not specifically enforced, and therefore you agree that we shall be entitled, without bond, other security, or proof of damages, to appropriate equitable remedies with respect to breaches of this Agreement, in addition to such other remedies as we may otherwise have available to us under applicable laws. Further, unless stated otherwise, all remedies provided for in this Agreement shall be cumulative and in addition to and not in lieu of any other remedies available to either party at law, in equity, or otherwise

(f) Severability. Should any provision of the Agreement be held invalid or unenforceable for any reason or to any extent, such invalidity or enforceability shall not in any manner affect or render invalid or unenforceable the remaining provisions of the Agreement, and the application of that provision shall be enforced to the full extent permitted by law.

(g) Electronic Communications. You Consent to receive communications from us electronically. We will communicate with you by email or by posting notices on the Platforms. You agree that all agreements, notices, documents, disclosures, and other communications that we provide to you electronically or post on the Platforms satisfy any legal requirement that such communications be in writing. You may withdraw your consent to receive Communications electronically by contacting us in the manner set forth in Section (h). If you withdraw your consent, from that time forward, you must stop using the Platforms. The withdrawal of your consent will not affect the legal validity and enforceability of any obligations or any electronic communications provided or business transacted between us prior to the time you withdraw your consent. Please keep us informed of any changes in your email or mailing address so that you continue to receive all communications without interruption.

(h) Notices to Zagster. Any notices or communication required or permitted to be given to you will be as stated in Section (g) above. Any notices or communication required or permitted to be given to Zagster shall be in writing and shall be sufficiently given if delivered via email or mailed as follows:

Zagster, Inc.
25 First St. Suite 104
Cambridge, MA 02141
Attn: General Counsel
Email: [email protected]

Any notice delivered via email shall be deemed to have been received on the first business day after which it was sent, unless the sending party is notified that the email address is invalid. Any notice sent by letter shall be deemed to have been received on the fourth business day after it was posted.

(i) Foreign Language Translations. For your convenience only, Zagster may provide you with a non-English translation of the Agreement. You agree that any such translation is for reference purposes and the English language versions will govern the parties’ relationship.

(j) U.S. Export Regulations. You acknowledge and agree that material on the Platforms is subject to the U.S. Export Administration Laws and Regulations. Diversion of such material contrary to U.S. law is prohibited. You certify that you are not on the U.S. Department of Commerce’s Denied Persons List or affiliated lists or on the U.S. Department of Treasury’s Specially Designated Nationals List. You agree to comply strictly with all U.S. export laws and assume sole responsibility for obtaining licenses to export or re-export as may be required.

(k) Survival. All provisions of this Agreement related to limitation and exclusion of liability, waivers, assumption of risk, warranties, and indemnification obligations survive termination of this Agreement, and any other terms of this Agreement which by their nature extend beyond the termination of this Agreement, remain in effect until fulfilled and apply to respective successors and assigns.

(l) Entire Agreement. This Agreement, including any materials incorporated by reference hereunder, constitutes all the terms and conditions agreed upon between you and us and supersede any prior agreements in relation to the subject matter of this Agreement, whether written or oral. Any additional or different terms or conditions in relation to the subject matter of the Agreement in any written or oral communication from you to us are void.

17. Contact Us
We can be reached at:

Zagster, Inc.
25 First Street, Suite 104
Cambridge, MA 02141
202.999.3924
[email protected]

If you have questions regarding your bike sharing account or use of our bike sharing service, you may send an email to [email protected] or contact us through the support mechanisms available through the App.

I HEREBY ACKNOWLEDGE THAT I HAVE READ AND UNDERSTAND THE TERMS OF THIS AGREEMENT AND AGREE THAT MY USE OF THE PLATFORMS IS AN ACKNOWLEDGMENT OF MY AGREEMENT TO BE BOUND BY THE AGREEMENT.