At any time and from time to time, and without Your consent, We may unilaterally amend, modify, or change this Agreement, in Our sole discretion and without any notice or cause. By continuing to use the Website after any amendment, modification, or change, You have agreed to be bound by all such amendments, modifications, and changes. Therefore, please carefully review this Agreement on a regular basis to maintain awareness of all amendments, modifications, and changes.
In consideration of Your use of the Website, You agree to: (i) provide accurate, current, and complete information about You, as may be prompted by any registration form on the Website ("Registration Data"); (ii) maintain the security of Your Website password and identification; (iii) maintain and promptly update Your Registration Data and all other information that You provide to Us; and (iv) be fully and solely responsible for all use of Your Account (defined below) and for any action that takes place within Your Account.
You may purchase an annual membership or short-term pass for the self-serve bicycle rental services provided by Motivate ("Service"). To purchase a membership or short-term pass, You must review and agree to the Bicycle Rental Agreement, Liability Waiver, and Release ("Rental Agreement") and create a User account ("Account"), on the Website.
The term of this Agreement begins when You first use the Website, and it ends 10 years after Your last visit to the Website. At any time and from time to time, and without Your consent, We may unilaterally terminate Your right to use the Website and expel You from the Website, in Our sole discretion and without any notice or cause. This Agreement remains in full force and effect after terminating Your right to use the Website or after expelling you from the Website.
Proprietary Rights in Website Content; Limited License to Access and Use Website.
Social Media Customer Use Policy.
Motivate engages our community through many digital outlets. Along with www.biketownpdx.com, we communicate with our customers through social media platforms including Facebook and Twitter. These tools enable all of us to connect, share our interests and experiences, and engage in meaningful conversations. When engaging with Motivate over social media, it is important to note that you are agreeing to the following terms and conditions of this Social Media Policy, which we hope will satisfy each community member’s need for expression, while maintaining each community member’s right to feel comfortable, safe, and confident in their rights and obligations within our community.
Commenting on Motivate's Social Media Platforms:
Motivate shares content (information, photos, video) with our community through external social media platforms. All comments posted to Motivate's social media platforms are moderated and if Motivate, in our sole discretion, determines that any post or comment violates the terms and conditions of this Social Media Policy, then we may remove those comments or posts. Failure to comply with this Social Media Policy may result in deletion of content or termination of your access to Motivate social media platforms.
- All comments or posts should be related to the content on Motivate's social media post. Motivate's social media accounts are not meant for comments that do not directly relate to the purpose or topic of the social media post.
- Be authentic. Include your real name and contact information when creating an Motivate social media account, or any other related social media account. Do not impersonate another person or access the Motivate social media platform from another person’s account. Do not share any other person’s personal information, or any other business’ proprietary information, without their express consent.
- Be honest, professional, and use your best judgment in all situations. If you would not show the content to a child or grandparent, it may not be appropriate to post.
- Use of Motivate social media accounts for the promotion or advertisement of a business or commercial transaction is prohibited.
- The use of obscene, threatening or harassing language is prohibited. Personal attacks of any kind or offensive comments that target or disparage any ethnic, racial, age, or religious group, gender, sexual orientation or disability status are prohibited.
- If you share an Motivate social media post (whether by sharing it on Facebook, or re-tweeting it on Twitter), then you agree not to disparage Motivate, portray Motivate in a false light, or modify the Motivate post in any way.
- This Social Media Customer Use Policy is subject to amendment or modification at any time, in Motivate's sole discretion. Please review it regularly.
This comment policy is subject to amendment or modification at any time.
User-Generated Content: As we continue to build our community, users are welcome and encouraged to submit and post content, including photographs and videos, to Motivate's social media platforms where the content meets the standards articulated in this Social Media Policy. Users may only post their own, original content. Reproduced or borrowed content that reasonably appears to violate third party rights will be deleted. If you believe that a user has violated the terms of this Social Media Policy, then please contact Motivate. Although we try to maintain a safe environment on our social media platforms, we are not responsible for the posts of any user and disclaim any liability for such posts. TO THE FULLEST EXTENT PERMITTED BY LAW, MOTIVATE DISCLAIMS ALL EXPRESS AND IMPLIED WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, COMPATIBILITY, SECURITY, ACCURACY, NONINFRINGEMENT, AND USEFULNESS, WITH RESPECT TO ANY CONTENT POSTED ON OUR SOCIAL MEDIA PLATFORMS.
You are fully and solely responsible for all content that You upload, post, transmit, or share to the Website ("Provider Content"). "Website Content" as defined in Section 5 of this Agreement, also includes all "Provider Content." You may not upload, post, transmit, or share any Provider Content on the Website that You did not create or that You do not have permission to upload, post, transmit, or share. At any time and from time to time, and without Your consent, We may unilaterally review the Website and delete, remove, or restrict any access to or viewing of any Website Content, in Our sole discretion and without any notice or cause. You are fully and solely responsible, at Your full and sole cost and expense, for creating backup copies and replacing any Provider Content that You upload, post, transmit, or share to the Website or provide to Motivate and its Related Parties in any other way. When You post Provider Content to the Website, You automatically authorize Motivate and its Related Parties to make such copies thereof as We may deem, in Our sole discretion, necessary or appropriate. By posting Provider Content to the Website, You automatically grant, and You represent and warrant that You have the right to grant, to Motivate and its Related Parties an irrevocable, perpetual, non-exclusive, transferable, fully paid, worldwide right and license to use, copy, publicly perform, publicly display, sublicense, reformat, translate, excerpt, distribute, modify, prepare derivative works of, or incorporate into other works any Provider Content for any purpose (commercial, advertising, or otherwise).
Code of Conduct.
Motivate and its Related Parties are not liable for Your conduct or the conduct of any third party. Nonetheless, in an attempt to make the Website a safer and healthier place, and in addition to the other terms of this Agreement, You agree to all of the following specific rules governing Your conduct on the Website:
- You must not upload, post, transmit, share, store, or otherwise make available any content that We may deem, at any time and from time to time in Our sole discretion, harmful, threatening, unlawful, defamatory, infringing, abusive, inflammatory, harassing, vulgar, obscene, fraudulent, invasive of privacy or publicity rights, hateful, or racially, ethnically, sexually, or otherwise objectionable.
- You must not upload, post, transmit, share, store, or otherwise make available: (1) any information or material that infringes on the rights of Motivate and its Related Parties or any third party, including any intellectual property right; (2) any third party advertisement, including banner exchange services; (3) any software viruses, Trojan horses, worms, or other malicious software; or (4) any information or material that may constitute or encourage conduct that is a criminal offense or civil wrong or that otherwise might violate any applicable law or this Agreement.
- You must not upload, post, transmit, share, store, or otherwise make available any content that infringes or violates the copyright, trademarks, or other rights of Motivate and its Related Parties or any third party. The BIKETOWN trademarks are owned by Nike, Inc.
- You must not attempt to circumvent any content filtering techniques that We may employ.
- You must not use automated scripts to collect information from or otherwise interact with the Website or its servers.
- You must not register for more than one Account or register for an Account on behalf of any individual other than You.
- You must not upload, post, transmit, share, store, or otherwise make available any private information of any third party, including mailing addresses, phone numbers, email addresses, Social Security numbers, or credit card numbers.
- You must not solicit personal information from anyone under 18 years of age or solicit passwords or personally identifying information for commercial or unlawful purposes.
- You must not attempt to use another person's Account, service, or system.
- You must not impersonate any person or entity or make any false statement regarding Your employment, agency, or affiliation with any person or entity.
- You must not stalk, threaten, or harass anyone or infringe or attempt to infringe their privacy.
- You must not interfere with or disrupt the Website's servers or networks connected to the Website or any other server.
- You must not attempt to gain unauthorized access to other computer systems or networks.
- You must not upload, post, transmit, share, or otherwise make available any unsolicited or unauthorized advertising, solicitations, promotional materials, "junk mail," "spam," "chain letters," "pyramid schemes," or other form of solicitation.
- You must not upload, post, transmit, share, store, or otherwise make available content that would constitute, encourage, or provide instructions for a criminal offense, that would violate the rights of any party, or that would otherwise create any liability or violate any local, state, national, or international law, regulation, or ethical code.
- You must not take any action that could undermine, disrupt, or manipulate the integrity of any part or program of the Website.
- You must not operate or participate in any gaming or lottery.
- You must not use the Website for any illegal purpose, including drugs, pimping, prostitution, or terrorism.
- You must not disobey or breach this Agreement or any other applicable instruction or policy published by Motivate and its Related Parties.
- You must not post, transmit, share, store, or otherwise make available content that, in Our sole judgment, is objectionable or restricts or inhibits any third party from using or enjoying the Website, or that may expose Motivate and its Related Parties or anyone else to any harm or liability of any type. The content on the Website or any Affiliated Website may be accessible to persons under 18 years of age. At any time and from time to time, and without Your consent, and in Our sole discretion and without any notice or cause, Motivate may (i) remove, delete, or restrict access to information that is deemed inappropriate for any person under 18 years of age, (ii) refuse to post, transmit, or remove any content uploaded or posted by You, (iii) review Your personal profile and amend any typing or spelling error, (iv) restrict or terminate Your access to the Website and any Affiliated Website.
Copyright Policy and Copyright Complaints.
We respect the intellectual property rights of others, and We prohibit the uploading, posting, transmitting, sharing, or otherwise making available any material that violates another party's intellectual property rights. When We receive proper Notification of Alleged Copyright Infringement, as described below, We may promptly remove or disable access to any allegedly infringing material and may terminate any Account of any repeat infringer, in accordance with the Digital Millennium Copyright Act ("DMCA"). If You believe that Your own copyrighted work is accessible on the Website or any service in violation of Your copyright, then You may provide our Designated Agent with a written communication as set forth in the DMCA, 17 U.S.C. Sec. 512(c)(3) that contains substantially the following information:
Identify in sufficient detail the copyrighted work or intellectual property that You claim has been infringed, so that We can locate the material. For example, "The copyrighted work is my content that appears at http://www.mycontentpage.com/xyz." If multiple copyrighted works at a single online site are covered by Your Notification, then You may provide a representative list of such works at that site.
Identify the URL or other specific location on the Website or service that contains the material that You claim infringes Your copyright described in Item 1 above. You must provide us with reasonably sufficient information to locate the alleged infringing material. For example, "The content at the following URL infringes on my copyright: http://www.anothercontent.com/item2_jklstw123."
Provide the electronic or physical signature of the owner of the copyright or a person authorized to act on the owner's behalf.
Include 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.
Include a statement by You that the information contained in Your notice is accurate and that You attest under the penalty of perjury that You are the copyright owner or that You are authorized to act on the copyright owner's behalf.
Include Your name, mailing address, telephone number, and email address. You may submit Your Notification of Alleged Copyright Infringement by sending a letter to our Designated Agent by mail or e-mail, as set forth below:
Motivate Designated Copyright Agent
5202 3rd Avenue
Brooklyn, NY 11220
Please note that You could be liable for damages, including court costs and attorneys fees (whether incurred at trial, on appeal, or otherwise) if You materially misrepresent that any content on our Website or any service infringes any copyright. Filing a false form on this page constitutes perjury. On receiving a proper Notification of Alleged Copyright Infringement as described above, We may remove or disable access to the allegedly infringing material and promptly notify the alleged infringer of Your claim. We also may advise the alleged infringer of the DMCA statutory Counter Notification procedure described below, by which the alleged infringer may respond to Your claim and request that We restore the material.
If You believe that Your copyrighted material has been removed from the Website or service as a result of any mistake or misidentification, then You may submit a written Counter Notification to our Designated Agent, pursuant to 17 U.S.C. Sec. 512(g)(2) and (3). To be an effective Counter Notification under the DMCA, Your Counter Notification must include substantially the following information:
Identification of the material that has been removed or disabled and the location at which the material had appeared before it was removed or disabled.
A statement that You consent to the jurisdiction of the Federal District Court in which Your address is located, or if Your address is outside the United States, for any judicial district in which the service provider may be found.
A statement that You will accept service of process from the party that filed the Notification of Alleged Copyright Infringement or the party's agent.
Your name, mailing address, and telephone number.
A statement under penalty of perjury that You have a good faith belief that the material in question was removed or disabled as a result of a mistake or misidentification.
Your physical or electronic signature. You may submit Your Counter Notification by sending a letter to Our Designated Agent by mail or e-mail as set forth above.
If You send Us a valid written Counter Notification meeting the requirements described above, then We may restore Your removed or disabled material no later than 14 business days from the date on which We received Your Counter Notification, unless our Designated Agent first receives a notice from the party filing the original Notification of Alleged Copyright Infringement that informs us that such party has filed a court action to restrain You from engaging in infringing activity related to the material in question. Please note that if You materially misrepresent that the disabled or removed content was removed by mistake or misidentification, then You could be liable for damages, including costs and attorneys fees (whether incurred at trial, on appeal, or otherwise). Filing a false form on this page constitutes perjury.
Repeat Infringer Policy.
At any time and from time to time, Motivate may, in Our sole discretion and without notice or cause, limit access to the Website or terminate any limited license to access and use the Website of any User who infringes any intellectual property right of others, whether or not there is any repeat infringement.
ll Website Content and all product names, trademarks, service marks, and logos on the Website are wholly owned by or validly licensed to Motivate and its Related Parties. All product names, trademarks, service marks, and logos owned by third parties remain the property of such third parties.
If You submit any idea, suggestion, or testimonial (collectively, "Submission") to Motivate and its Related Parties, then at any time and from time to time We have the right to use or modify Your Submission, without charge, in any manner that We may deem appropriate, in Our sole discretion and without Your consent or any notice or cause, including any posting on the Internet. You agree that You will not violate or infringe any rights of third parties, including privacy, publicity, intellectual, or proprietary rights (such as copyright or trademark rights). If You make any Submission, then You represent and warrant that (i) You own or otherwise control the rights to Your Submission, and (ii) the Submission does not constitute or contain any software virus, commercial solicitation, chain letter, mass mailing, or other form of "spam" or malicious software. You must not use any false e-mail address, impersonate any person or entity, or mislead Motivate and its Related Parties or any third party as to the origin of any Submission. You may, however, post under a screen name or post anonymously, but only for so long as the screen name abides by the terms of this Agreement. "Claims" means any and all liabilities, claims, losses, damages, expenses, costs (including attorneys' fees incurred at trial, on appeal, or otherwise), debts, fines, charges, or liens, whether direct or indirect, including consequential, exemplary, incidental, special, punitive, lost profits, or otherwise. You agree to indemnify and hold harmless Motivate and its Related Parties from any and all Claims that arise out of or relate to any Submission.
The Website uses encryption technology to protect information from access by unauthorized third parties. WE DO NOT GUARANTEE, REPRESENT, OR WARRANT THAT THE ENCRYPTION TECHNOLOGY WILL OPERATE AS INTENDED OR THAT A THIRD PARTY WILL NOT BE ABLE TO ACCESS ANY INFORMATION. If You have any concern about sending any information over the Internet, then You should use an alternative means of transmission. By sending information over the Internet in connection with Your use of the Website, You agree to indemnify and hold harmless Motivate and its Related Parties from all Claims (as defined in Section 14) that arise out of or relate to any failure of any encryption technology to protect Your information.
Third Party Websites and Content.
The Website may contain, or You may be sent through the Website, links to other websites and ads ("Third Party Websites"), as well as articles, photographs, text, graphics, pictures, designs, music, sound, video, information, applications, software, and other content or items belonging to or originating from third parties ("Third Party Applications, Software, or Content"). Such Third Party Websites and Third Party Applications, Software, or Content are not investigated, monitored, or checked for accuracy, appropriateness, or completeness by Motivate. Motivate is not responsible for any Third Party Websites accessed through the Website or for any Third Party Applications, Software, or Content posted on, available through, or installed from the Website, including any content, opinions, privacy practices, or other policies contained in any Third Party Websites or Third Party Applications, Software, or Content. The inclusion of, linking to, or installation of any Third Party Websites or any Third Party Applications, Software, or Content does not imply any approval or endorsement thereof by Motivate. If You decide to leave the Website and access the Third Party Websites or to use or install any Third Party Applications, Software, or Content, then You do so at Your sole risk and cost. You should review the applicable terms and policies, including privacy and data gathering practices, of any Third Party Websites to which You navigate from the Website or include with any application You use or install from the Third Party Websites.
YOU DO HEREBY ACKNOWLEDGE AND AGREE THAT YOUR USE OF THE WEBSITE IS AT YOUR SOLE RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, MOTIVATE AND ITS RELATED PARTIES, ITS SPONSORS AND THE CITY OF PORTLAND DISCLAIM ALL EXPRESS AND IMPLIED WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, COMPATIBILITY, SECURITY, ACCURACY, NONINFRINGEMENT, AND USEFULNESS, WITH RESPECT TO ANY SERVICE, THE WEBSITE, ANY WEBSITE CONTENT, OR ANY INFORMATION CONTAINED ON THE WEBSITE (COLLECTIVELY, "WORKS"). THE WORKS ARE PROVIDED "AS IS" AND "AS AVAILABLE." YOU RELY ON THE WORKS SOLELY AT YOUR OWN RISK. WE DO NOT REPRESENT OR WARRANT THAT ANY WORKS WILL BE UNINTERRUPTED OR ERROR-FREE. THERE COULD BE DELAYS, OMISSIONS, INTERRUPTIONS, OR INACCURACIES IN THE INFORMATION OR OTHER MATERIALS THAT ARE AVAILABLE ON OR THROUGH THE WORKS. YOU ASSUME FULL RESPONSIBILITY AND RISK OF LOSS, INCLUDING LOSS OF DATA, RESULTING FROM YOUR DOWNLOADING OR USE OF THE WORKS. ALTHOUGH WE MAY TAKE REASONABLE STEPS TO PREVENT THE INTRODUCTION OF VIRUSES AND OTHER DESTRUCTIVE MATERIALS TO OR THROUGH THE WORKS, WE DO NOT GUARANTEE, REPRESENT, OR WARRANT THAT THE WORKS OR MATERIALS THAT MAY BE DOWNLOADED FROM THE WORKS ARE FREE OF SUCH DESTRUCTIVE FEATURES. WE ARE NOT LIABLE FOR ANY DAMAGES OR HARM ATTRIBUTABLE TO ANY OF THE FOREGOING.
YOU DO HEREBY ACKNOWLEDGE AND AGREE THAT MOTIVATE AND ITS RELATED PARTIES, ITS SPONSORS AND THE CITY OF PORTLAND ARE NOT LIABLE FOR ANY INJURY, LIABILITY, CLAIM, LOSS, DAMAGE, EXPENSE, COST (INCLUDING ATTORNEYS FEES INCURRED AT TRIAL, ON APPEAL, OR OTHERWISE), DEBT, FINE, CHARGE, OR LIEN, WHETHER DIRECT OR INDIRECT, INCLUDING CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL, PUNITIVE, LOST PROFITS, OR OTHERWISE, THAT ARISES OUT OF OR RELATES TO (A) THIS AGREEMENT, (B) YOUR USE OR INABILITY TO USE THE SERVICE, (C) YOUR USE OF ANY INFORMATION, (D) ANY UNAUTHORIZED ACCESS OR ALTERATION OF YOUR TRANSMISSION OR DATA, OR (E) ANY ACTION OR INACTION OF ANY OTHER USER. YOU DO HEREBY WAIVE ANY AND ALL CLAIMS WITH RESPECT TO THE FOREGOING, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTORY, OR OTHER GROUNDS, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. OUR TOTAL LIABILITY FOR ANY AND ALL CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTORY, OR OTHER CLAIMS ARISING OUT OF OR RELATING TO (I) THIS AGREEMENT, (II) YOUR USE OR INABILITY TO USE THE SERVICE, (III) YOUR USE OF ANY INFORMATION, (IV) ANY UNAUTHORIZED ACCESS OR ALTERATION OF YOUR TRANSMISSION OR DATA, OR (V) ANY ACTION OR INACTION OF ANY OTHER USER IS LIMITED TO THE SUM OF $100. SOME JURISDICTIONS DO NOT ALLOW FOR LIMITED LIABILITY OR EXCLUSION OF IMPLIED WARRANTIES; AND, IF ANY OF THOSE LAWS APPLY TO YOU, THEN SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MIGHT NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS.
You agree to indemnify and hold harmless Motivate and its Related Parties, its sponsors and the City of Portland from all Claims (as defined in Section 14) that arise out of or relate to (i) this Agreement, (ii) Your use or inability to use the Services or Works, (iii) Your use of any information, (iv) any unauthorized access or alteration of Your transmission or data, (v) any action or inaction by any other User.
Choice of Law; Dispute Resolution.
This Agreement is governed by, and must be construed and enforced in accordance with, the laws of New York, excluding principles of conflicts of laws. For every dispute regarding this Agreement: (i) the prevailing party is entitled to its costs, expenses, and reasonable attorney fees (whether incurred at trial, on appeal, or otherwise) incurred in resolving or settling the dispute, in addition to all other damages or awards to which the party may be entitled; (ii) each party consents to the jurisdiction of the courts of New York and agrees that those courts have personal jurisdiction over each party; (iii) venue must be in New York; and (iv) the parties must submit the dispute to mandatory mediation held in New York. Every mediation must be completed within 4 months of the date when the initial notice demanding mediation was provided by any party. If, for any reason, the dispute is not resolved through mediation within the 4-month period, then the parties may continue seeking to resolve the dispute by use of any process, including litigation by trial.
No waiver of any breach of any provision of this Agreement is a waiver of any other breach or of any other provision of this Agreement. The terms of this Agreement may be waived or amended only in writing and only by the party that is entitled to the benefits of the term being waived or amended.
All rights and remedies granted under or referred to in this Agreement are cumulative and nonexclusive, and resort to one does not preclude resort to another or to any other right or remedy provided by law.
This Agreement contains the complete, final, and exclusive integrated agreement between the parties with respect to its subject matter. This Agreement supersedes all other prior agreements, written or oral, relating to such subject matter. At any time and from time to time, and without Your consent, We may unilaterally amend or modify this Agreement, in Our sole discretion and without any notice or cause.
Each party ("Promising Party") represents and warrants to the other party that: (i) the Promising Party has the legal power and authority to enter into this Agreement and to undertake and perform all of its duties and obligations hereunder; (ii) there is no contract or other legal obligation that prevents the Promising Party from entering into this Agreement or from undertaking or performing all of its duties and obligations hereunder; and (iv) this Agreement is the Promising Party's legally binding and fully enforceable agreement.
When You visit the Website or send emails to Motivate, You are communicating with Motivate electronically. As a result, You thereby consent to receive communications from Motivate electronically. We will communicate with You by email or by posting notices on the Website. You agree that all agreements, notices, disclosures, and other communications that We provide to You electronically or post on the Website satisfy any legal requirement that such communications be in writing.
You may contact Motivate by writing, calling, or emailing Motivate at the street address, telephone number, and email address listed below:
Motivate International Inc.
5202 3rd Avenue
Brooklyn, NY 11220