Motivate International Inc. and its affiliates (collectively referred to as “Motivate”) administer bike share for business programs (each a “Program”) for the bicycle share systems they operate, subject to these Terms and Conditions, including any attachments hereto (this “Agreement”). To participate in the Program, the participating party (“Company”) must review and accept this Agreement. Acceptance by Company is indicated by clicking on the "I Accept" button or other click-through mechanism provided, or for previously enrolled parties, by continuing to participate in the Program after receiving notice of this Agreement.
In consideration of the foregoing and the terms below, the parties agree as follows:
- Annual Subsidy. As a member of the Program in which it is enrolling, the Company agrees to pay an annual subsidy for individual bike share memberships (each, an “Annual Subsidy”) for its employees, volunteers, and other relevant constituents (each called an “Associate”) at the applicable rate listed at [divvyvbikes.com/business], plus tax. Upon enrollment in a Program, the Company will make a one-time, nonrefundable payment to Motivate (“Enrollment Payment”) in the amount listed at [divvyvbikes.com/business], plus tax. The Enrollment Payment will be credited towards Annual Subsidies owed by Company during its membership in the Program. Each Associate will be responsible for the difference, if any, between the Annual Subsidy and the then current discounted annual membership cost as posted on Motivate’s website for the Program, plus applicable taxes.
As further described in Section 5, Motivate will invoice Company quarterly for amounts owed under its enrollment in the Program pursuant to this Section 1.
- Program Enrollment. For the Company to enroll in the Program, the Company must first provide to Motivate the information requested in the Program enrollment form.
- Program Maintenance.
- Membership. Motivate will send to Company a quarterly invoice indicating the number of Associates who have applied for bike share memberships or renewals under the Company’s Account, and detailing each Associate’s name.
- Usage/Overtime and Other Fees. All usage or overtime fees, lost or stolen bicycle fees, damage costs and other fees will be charged directly to individual Associates.
- Updating Corporate Account Details. Company must promptly notify Motivate of any change in the Company’s information by emailing [email@example.com].
- Permission to Use Name and Marks.
- Company acknowledges that the City of Chicago (the “City”) is the legal owner of (i) the bicycles and stations used in the Divvy bike share system and (ii) the valuable trademarks and copyrights embodied in the designs painted on them and on associated equipment used by City’s licensee, Motivate, (“City Intellectual Property”). Motivate hereby grants to Company, for the term of this Agreement, a limited license to use the City Intellectual Property in connection with the Program, and for no other purpose. Motivate and the City reserve the right to inspect or approve the depictions of the City Intellectual Property that will be used in connection with the Program, which right shall be exercised through the Chicago Department of Transportation. Company understands that this Agreement does not constitute or imply City endorsement of the Company brand.
- Company hereby grants to Motivate permission to use its trademarks, trade names or other designations (collectively, “Company Marks”) in connection with the Program. Upon termination of this Agreement, Motivate will promptly cease using any and all Company Marks.
- Invoicing. Upon enrollment, Motivate will invoice the Company’s Account for the Enrollment Payment. Each calendar quarter thereafter, Motivate will email Company an invoice for all Annual Subsidies plus taxes incurred on the Company’s Account during the preceding calendar quarter. The Company shall pay Motivate via credit card immediately upon receipt of any invoice.
If any invoice is not paid in full within thirty (30) days after the date of the invoice, then Motivate may in its sole discretion, until all invoices have been fully paid, (a) deny any and all subsequent renewals or new membership sign-ups under the Company Account; and (b) cancel the individual memberships of Associates listed on any unpaid invoice.
- No Chargebacks. Company agrees that it will not charge or otherwise require payment from Associates at any time for any amounts paid by Company pursuant to this Agreement.
- Closing the Company’s Account. Either party may terminate this Agreement at any time by emailed notice to the other party. Upon any such termination, Motivate will close Company’s Account, deny any and all subsequent renewals or new membership sign-ups under Company’s Account, and send to Company a final invoice.
- This Agreement contains the complete, final, and exclusive integrated agreement between the parties with respect to its subject matter and supersedes all other agreements relating hereto. Motivate reserves the right to alter or eliminate any feature of the bike share services obtained through the Program, in its sole discretion at any time.
- This Agreement is governed by and must be construed and enforced in accordance with, the laws of the State of New York, excluding principles of conflict of law.
- This Agreement shall be deemed to have been drafted jointly by the parties and must be construed in accordance with the fair meaning hereof.
- Nothing in this Agreement shall be construed to replace or revise in any way the terms and conditions to which every Associate is subject pursuant to the agreements required for individual bike share membership, as set forth in the membership sign-up and renewal forms/processes on Motivate’s website.