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BICYCLE USER AGREEMENT, LIABILITY WAIVER, AND RELEASE


Effective Date: October 6, 2014.
PLEASE READ THIS AGREEMENT CAREFULLY. IT SETS FORTH THE LEGALLY BINDING TERMS AND CONDITIONS FOR YOUR USE OF THE SERVICE.

Introduction and Overview

To print our Bicycle User Agreement, Liability Waiver and Release, click here. To print our Privacy Policy, click here. To print our Terms of Service, click here.

In consideration of your use of any of the Pronto Cycle Share Services (defined below) as an Annual Member, Short-Term Pass Holder or Additional Rider (defined below), or use of the Services by a minor Annual Member, Short-Term Pass Holder or Additional Rider for whom you are the parent or guardian authorizing usage of the Services, Motivate International Inc. (“Motivate” or “We”) requires that you (“You”, or “Your”) agree to all terms and conditions in this Bicycle User Agreement, Liability Waiver, and Release (“Agreement”), as applicable. The “Services” provided by Motivate are composed of several elements, including (1) Pronto Cycle Share bicycle stations (“Stations”), (2) automated kiosks (“Kiosks”), (3) separate stands that allow the docking of Pronto Cycle Share bicycles (“Bike Docks”), (4) Pronto Cycle Share bicycles, (5) Pronto Cycle Share helmets, and (6) all related equipment, personnel, and information. Motivate operates the Services on behalf of Puget Sound Bike Share d/b/a Pronto Cycle Share (“Pronto”), a non-profit corporation which has legal rights with respect to all of the information that We collect in connection with operating the Services, as further described in the Pronto Privacy Policy.

You should read this entire Agreement, but here is a partial list of some of the terms that We want to bring to your initial attention (click on section references for details, which terms and not the headings or summaries govern) in the event you are at a Kiosk or on a smart phone or other device with a small screen. Capitalized terms have the meanings given to them where defined in this Agreement.

Linkable Bicycle User Agreement, Liability Waiver and Release

This Agreement is posted in interactive format to ease your review, especially via Kiosks, smart phones and other devices with small screens. It is important that you read and understand this entire Agreement before using the Services. To ease review, each section below includes a brief introductory summary and a link to the full explanation. Please note that the complete provisions, and not the headings or summaries shall govern. You can click on the headings and “More” buttons to be taken to the full explanation. Any capitalized terms that appear, but are not defined in the introduction, have the meanings given to them elsewhere in the Agreement.

1.  Membership; Fees.

Section 1.1  Annual Membership.

Eligible individuals may obtain an Annual Membership to Pronto Cycle Share by following the registration and activation instructions, and subject to the terms set forth herein and to Annual Membership Fees and Trip Fees. All Annual Memberships will be automatically renewed unless you select otherwise. Annual Memberships are not transferable, and may be terminated pursuant to this Agreement. More

Short-Term Pass; Additional Riders.

Eligible individuals may obtain a 24-Hour Pass or a Three-Day Pass to Pronto Cycle Share (“Short-Term Pass”) by following the registration and activation instructions, subject to the terms set forth herein. The Short-Term Pass is non-transferable and may be terminated pursuant to this Agreement. As a Short-Term Pass Holder, You may purchase access to up to two Pronto Cycle Share bicycles at a time using each Short-Term Pass purchased, and You may purchase up to three Short-Term Passes at a time using a single credit or debit card, which will be charged for the use of all of the Pronto Cycle Share bicycles accessed. You as a Short-Term Pass Holder shall ensure that each additional rider under Your Short-Term Pass (“Additional Rider”), and a parent or guardian authorizing usage of the Services by any minor Additional Rider, acknowledges and agrees to this Bicycle User Agreement, Liability Waiver and Release and other applicable terms and conditions. More

Section 1.3  Trip Fees.

In addition to Annual Membership and Short-Term Pass Fees, You are subject to Trip Fees for all trips in excess of 30 minutes. Section 1.3 provides applicable Trip Fees and instructions on how to access your trip history and dispute Trip Fees. More

Section 1.4  Lost or Damaged Bicycles, System Keys and Helmets; Additional Fees.

If a Pronto Cycle Share bicycle removed by You is not returned to a Bike Dock within a period of 24 consecutive hours, Your credit or debit card may be charged a fee of up to $1,200, and a police report may be filed with local authorities. If the Pronto Cycle Share bicycle is returned to a Bike Dock damaged or in a state of disrepair, then You will be charged a fee that is equal to the cost of repair. You may obtain a replacement key if your key is lost or stolen by contacting Motivate, subject to a replacement fee. Permissible use of a helmet made available by Motivate is limited to a period of 24 consecutive hours. If You are unable to return a Pronto Cycle Share bicycle to a Bike Dock, You may be subject to additional fees. More

Section 1.5  Credit and Debit Card Matters.

You must maintain a valid credit or debit card on file with Motivate for the duration of Your membership, and You authorize Motivate to charge the credit or debit card for all fees incurred on the Account, and to immediately inform Motivate of all changes relating to Your credit or debit card. More

Section 1.6  Prohibited Acts.

Improper usage of the Services, including Pronto Cycle Share bicycles, is prohibited. More

2.  Releases; Disclaimers; Limited Liability; Assumption of Risk.

Section 2.1  Releases.

In exchange for You being allowed to use any of the Services, You do hereby fully and forever release and discharge all Released Persons (including Motivate, Pronto, Pronto Cycle Share sponsors, property owners on which Stations are located, and others) from all Claims, except for Claims caused by the Released Person’s gross negligence or willful misconduct. More

Section 2.2  DISCLAIMERS.

We disclaim most warranties and provide the Services “As Is.” More

Section 2.3  LIMITED LIABILITY.

Our liability is greatly limited as more fully explained in this section. More

Section 2.4  Assumption of Risk.

You are solely responsible for safe operation of Pronto Cycle Share bicycle at all times, and assume full and complete responsibility for all related risks. More

Section 2.5  Indemnification.

You agree to indemnify and hold the Released Persons harmless from all losses, suits, claims or other proceedings arising out of or relating to Your use of Pronto Cycle Share bicycles and any breach of the terms of this Agreement. More

3.  Directions and Additional Terms of Use.

Section 3.1  Removing Bicycle

Before removing a Pronto Cycle Share bicycle, You must conduct a safety inspection, and You must not ride any bicycle that You notice has any mechanical or other problem or safety issues. Details regarding the safety inspection and the procedure for removing Pronto Cycle Share bicycles is contained in this Section 3.1. More

Section 3.2  Returning Bicycle.

You must ensure that you return Pronto Cycle Share bicycles properly, and You may obtain a 15-minute time credit if there is no Bike Dock available at a Station, as described in this Section 3.2. More

Section 3.3  Obtaining Receipt.

At any time, You as an Annual Member can access Your trip history and associated charges by logging into Your member profile on the Website, or through the Kiosk. If You are a Short-Term Pass Holder, You may access Your trip history, the trip history of any Additional Rider under Your Short-Term Pass, and associated charges at the Kiosk during the period of Your Short-Term Pass. Annual Members and Short-Term Pass Holders may also obtain their trip history information by calling Pronto customer service at 1-844-6-Pronto (1-844-677-6626). More

Section 3.4  Helmets; Safety.

You are required by law to wear a helmet at all times while riding a bicycle in King County. For Your convenience, Motivate makes helmets available at each Pronto Cycle Share station, but Motivate and the other Released Persons do not represent or warrant the quality, safety characteristics or cleanliness of any helmet. If no helmets are available at a particular station and You do not have a helmet, You must go to another station to obtain a helmet or otherwise obtain Your own helmet prior to riding a Pronto Cycle Share bicycle. More

Section 3.5  Additional Terms of Use.

Important additional terms, including requirements, representations, warrantees and agreements, are contained in this Section 3.5. More

Section 3.6  Limitations on Availability of Services.

Motivate makes every effort to provide the Services 365 days per year; however, Motivate does not guarantee that the Services will be available at all times, as force majeure events or other circumstances might prevent Motivate from providing the Services from time to time. Motivate does not represent or warrant the availability of any Services or the availability of any Pronto Cycle Share bicycles or Bike Docks at any Station. More

4.  Choice of Law; Dispute Resolution.

To the extent permitted by applicable laws, you agree to arbitrate most disputes and waive jury trial and class actions. More

Section 4.1  First - Try to Resolve Disputes and Excluded Disputes.

Section 4.2  Binding Arbitration.

Section 4.3  Limited Time to File Claims.

Section 4.4  Injunctive Relief.

Section 4.5  No Class Action Matters.

Section 4.6  Small Claims Matters Are Excluded From Arbitration Requirement.

Section 4.7  Federal and State Courts in King County, Washington.

5.  Miscellaneous.

Section 5.1  Term and Termination.

The term of this Agreement begins when You first obtain a Short-Term Pass or an Annual Membership, when You first access a Pronto Cycle Share bicycle as an Additional Rider, or when a minor Short-Term Pass Holder, Annual Member or Additional Rider for whom You are the parent or guardian authorizing usage of the Services first obtains a Short-Term Pass or Annual Membership or accesses a Pronto Cycle Share bicycle as an Additional Rider. With respect to Annual Members, Short-Term Pass Holders, and parents and guardians approving usage of the Services by minor Annual Members and Short Term Pass Holders, unless terminated by Motivate, the term of this Agreement ends upon the later of (a) expiration of Your Short-Term Pass or Annual Membership, or that of the minor Short-Term Pass Holder or Annual Member for whom You are the parent or guardian authorizing usage of the Services, as applicable, or (b) return of all Pronto Cycle Share bicycles accessed using Your Short-Term Pass or Annual Membership or that of the minor Short-Term Pass Holder or Annual Member for whom You are the parent or guardian authorizing usage of the Services, as applicable; provided, however, that Sections 1, 2, 3.4, 3.5, 4 and 5 of this Agreement shall survive termination of this Agreement. With respect to Additional Riders, unless terminated by Motivate, this Agreement ends upon return of all Pronto Cycle Share bicycles accessed by You; provided, however, that Sections 1, 2, 3.4, 3.5, 4 and 5 of this Agreement shall survive termination of this Agreement. We have broad rights to terminate Your Membership and/or Your use of the Services without a refund. More

Section 5.2  Privacy Policy.

Motivate operates the Services on behalf of Puget Sound Bike Share d/b/a Pronto Cycle Share ("Pronto"), which has legal rights with respect to all of the information that We collect in connection with operating the Services, as further described in Pronto's Privacy Policy, which governs its and our use of your data. You acknowledge and accept the Pronto Privacy Policy and consent to the collection, use and disclosure of Your data in accordance with the Pronto Privacy Policy.

Section 5.3  Notices.

You may contact Motivate using contact information provided in this Section 5.3. More

Section 5.4  Waivers.

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. You grant Motivate broad rights to capture, use and reproduce Your image, appearance and voice. More

Section 5.5  Cumulative Remedies.

All rights and remedies granted under or referred to in this Agreement are cumulative and nonexclusive, and resort to one does not preclude the availability or applicability of another or to any other right or remedy provided by law. More

Section 5.6  Final Agreement; Modification by Motivate.

We reserve the right to change this Agreement at any time. Whenever a material change is made to this Agreement, We will post a notification on the Website prior to the change inviting you to review the change, and if you have provided us with your email address, We will also send you an email prior to the change inviting you to review the change. Except as set forth in Section 4 of this Agreement, Your continued use of our Service following the effective date of the change indicates your consent to the agreement posted at the time of use. More

Section 5.7  Contract Interpretation.

You agree to certain rules of contract interpretation with respect to this Agreement. More

Full Details of Bicycle User Agreement, Liability Waiver and Release

1.  Fees.

Section 1.1  Annual Membership.

If You satisfy the conditions of this Agreement, You may purchase or use a pass issued by Motivate for a one year Pronto Cycle Share membership paid in a lump sum (“Annual Membership”).

To purchase an Annual Membership, You must complete the registration form and create an account (“Account”) at www.prontocycleshare.com (the “Website”), including payment using a valid credit or debit card accepted by Motivate, following which Motivate will charge Your credit or debit card the applicable Annual Membership fee. Current Annual Membership fees are available here (“Annual Membership Fees”). Once Your credit or debit card payment has been approved, you may elect one of the following options for obtaining your system key: (a) delivery of the system key to the mailing address You provide in Your registration information; or (b) request a code that you may use to pick up your system key at a Kiosk. You must activate the system key on the Website, under the “Member Login” heading, before using the Services for the first time. An Annual Membership becomes valid and active immediately upon purchase of the Annual Membership; provided, however, that Annual Memberships purchased prior to October 13, 2014 (the “Launch Date”) shall become valid and active on the Launch Date.

In addition to Annual Membership Fees (available here), You as an Annual Member will also be charged Trip Fees pursuant to Section 1.3 of this Agreement for all trips in excess of 30 minutes. On the 15th day of each month, Motivate will charge all Trip Fees incurred during the prior month to Your credit or debit card.

All Annual Memberships will be enrolled in the Auto-Renew feature by default unless the Auto-Renew Membership box is deselected on the Join form during membership purchase. Annual Members who have been enrolled in auto-renew may discontinue their Membership from auto-renewing by deselecting the Auto-Renew Membership box found on the Profile page within the Member Area of the Website. Annual Members who wish to be enrolled in auto-renew may do so by selecting the Auto-Renew Membership box found on the Profile page within the Member Area of the Website.

The Annual Membership, and the personal identification number and system key related thereto, are non-transferable and may be terminated if You breach this Agreement, as determined by Motivate in its sole discretion. If an Annual Membership is terminated for any reason, then no refund is provided. Within one year after a prior Annual Membership expires, You may renew the Annual Membership on the Website, under the “Member Login” heading. If the Annual Membership is not renewed within this period of time, then You might need to (i) take certain actions to reactivate Your old Account, or (ii) create an entirely new Account for a new Annual Membership.

Section 1.2  Short-Term Pass; Additional Riders.

If You satisfy the conditions of this Agreement, You may purchase or use a pass issued by Motivate for the following: a 24-Hour Pass or a Three-Day Pass (collectively, “Short-Term Passes”). 24- Hour and Three-Day Pass Holders are referred to herein as “Short-Term Pass Holders.”

To purchase a Short-Term Pass, You must insert a credit or debit card accepted by Motivate into the Kiosk, provide other required information, and acknowledge and agree to this Bicycle User Agreement, Liability Waiver and Release and other applicable terms and conditions.

As a Short-Term Pass Holder, You may also purchase access to up to two Pronto Cycle Share bicycles at a time using each Short-Term Pass purchased, and You may purchase up to three Short-Term Passes at a time using a single credit or debit card, which will be charged for the use of all of the Pronto Cycle Share bicycles accessed. You as a Short-Term Pass Holder must ensure that each additional rider under Your Short-Term Pass (“Additonal Rider”), and a parent or guardian authorizing usage of the Services by any minor Additional Rider, acknowledges and agrees to this Bicycle User Agreement, Liability Waiver and Release and other applicable terms and conditions.

You will then have the option of purchasing a rechargeable system key for $2.00, which will allow You to access Pronto Cycle Share bicycles by inserting the system key at the bike docks in order to release a bicycle during the duration of Your Short-Term Pass. Alternatively, if You do not elect to purchase a system key, you may access Pronto Cycle Share bicycles using the payment card associated with your Short-Term Pass, as described in Section 3.1 of this Agreement.

Current Short-Term Pass fees (applicable to both a Short-Term Pass and access for any Additional Riders) are available here ("Short-Term Pass Fees").

In addition to applicable Short-Term Pass Fees (available here), You, as a Short-Term Pass Holder, will also be charged Trip Fees pursuant to Section 1.3 of this Agreement for all trips under Your Short-Term Pass (including by any Additional Rider) in excess of 30 minutes. Motivate will charge Your credit or debit card for all Short-Term Pass Fees and Trip Fees incurred at the end of Your Short-Term Pass period, or upon return of all Pronto Cycle Share bicycles accessed using Your account during the term of your Short-Term Pass, whichever is later.

If You elect to purchase a re-chargeable system key, You may re-charge it at a later date following termination of your initial Short-Term Pass by inserting the system key into the key reader at any Kiosk, inserting Your payment card, and following the instructions.

The Short-Term Pass, and access to the Services as an Additional Rider, are non-transferable, and may be terminated if Short-Term Pass Holder or Additional Rider breaches this Agreement, as decided by Motivate in its sole discretion. If a Short-Term Pass or access to the Services as an Additional Rider is terminated for any reason, then no refund is provided.

Section 1.3  Trip Fees.

In addition to the Annual Membership and Short-Term Pass fees set forth in Sections 1.1 and 1.2, You are subject to the trip fees set forth at the following links (“Trip Fees”):

So long as You return the Pronto Cycle Share bicycle to a Bike Dock within 30 minutes, no Trip Fees apply. To begin another 30 minute usage period, You must wait at least 5 minutes to remove another Pronto Cycle Share bicycle from a Bike Dock after returning the previous Pronto Cycle Share bicycle.

At any time, You as an Annual Member can access Your trip history and associated charges by logging into Your member profile on the Website, or through the Kiosk. If You are a Short-Term Pass Holder, You may access Your trip history, the trip history of any Additional Rider under Your Short-Term Pass, and associated charges at the Kiosk during the period of Your Short-Term Pass. Annual Members and Short-Term Pass Holders may also obtain their trip history information by calling Pronto customer service at 1-844-6-Pronto (1-844-677-6626). If You have any claim or dispute regarding Trip Fees assessed by Motivate, You must, within 10 business days after the end of the month in which the disputed charge was incurred, provide to Motivate the corresponding trip number to identify the place and time the Pronto Cycle Share bicycle was rented and returned.

Section 1.4  Lost or Damaged Bicycles, System Keys and Helmets; Additional Fees.

The data generated by the Services’ computer is conclusive evidence of the period of Your use of a Pronto Cycle Share bicycle. Permissible use of a Pronto Cycle Share bicycle is limited to a period of 24 consecutive hours. Any use of a single Pronto Cycle Share bicycle that exceeds a period of 24 consecutive hours is deemed a disappearance of the Pronto Cycle Share bicycle, until the Pronto Cycle Share bicycle is found or returned to a Bike Dock. If a Pronto Cycle Share bicycle accessed using Your Annual Membership or Short-Term Pass (including bicycles accessed by Additional Riders) is not returned to a Bike Dock within a period of 24 consecutive hours, then the Pronto Cycle Share bicycle is deemed lost or stolen, Your credit or debit card may be charged a fee of up to $1,200.00, and a police report may be filed with local authorities. You must return the Pronto Cycle Share bicycle in the same condition in which it was rented. If a Pronto Cycle Share bicycle accessed using Your Annual Membership or Short-Term Pass (including bicycles accessed by Additional Riders) is returned to a Bike Dock damaged or in a state of disrepair, then You will be charged a fee that is equal to the cost of repair. Such fees may be charged as soon as 24 hours after the Pronto Cycle Share bicycle is not returned or is returned in a damaged state. Motivate will attempt to contact You via telephone and email before charging the Your credit or debit card, by using the contact information provided by You when subscribing to the Services. For any disappearance of a Pronto Cycle Share bicycle accessed using Your Annual Membership or Short-Term Pass (including bicycles accessed by Additional Riders), You must report the disappearance to Motivate within 24 hours following the disappearance and must report the disappearance to the local police department within 24 hours.

If Your system key for an Annual Membership has been lost or damaged, a replacement may be obtained by calling 1-844-6-Pronto (1-844-677-6686) or by emailing customerservice@prontocycleshare.com and reporting that the system key has been lost or damaged. A replacement fee (currently $10) for the lost or damaged system key will be charged, and a replacement system key will be mailed to Your mailing address of record. All fees are subject to change, and to applicable sales taxes and other local government charges, which may be charged and collected by Motivate.

If You are unable to return a Pronto Cycle Share bicycle to a Bike Dock, and request that the bicycle be picked up by Motivate staff, Motivate, at its sole discretion, may choose to charge the You a pick-up fee (currently $120.00). All Trip Fees accrued during the time the bicycle is not docked (including with respect to Pronto Cycle Share bicycles accessed by Additional Riders under Your Short-Term Pass) will be Your responsibility. If any bicycle accessed under Your Annual Membership or Short-Term Pass (including by an Additional Rider under Your Short-Term Pass) is abandoned without notice the customer service center, You will be responsible for all Trip Fees until the bicycle is recovered and redocked, plus a service charge (currently $120.00) to recover the bicycle. Fees are subject to change.

Section 1.5  Credit and Debit Card Matters.

Annual Members and Short-Term Pass Holders must input a valid credit or debit card accepted by Motivate before You and any Additional Riders under Your Short-Term Pass will be allowed to use the Services. Annual Members and Short-Term Pass Holders must maintain a valid credit or debit card on file with Motivate for the duration of Your Annual Membership or Short-Term Pass. Motivate does not accept prepaid debit or credit cards issued by third parties. You represent and warrant to Motivate that You are authorized to use the credit or debit card. You authorize Motivate to charge the credit or debit card for all fees incurred on the Account, and all fees are subject to applicable sales taxes and other local government charges, which may be charged and collected by Motivate. If You have any claim or dispute regarding Trip Fees assessed by Motivate, You must, within 10 business days after the end of the month in which the disputed charge was incurred, provide to Motivate the corresponding trip number to identify the place and time the Pronto Cycle Share bicycle was rented and returned. You agree to immediately inform Motivate of all changes relating to Your credit or debit card.

Section 1.6  Prohibited Acts.

  1. You must not ride a Pronto Cycle Share bicycle while carrying any briefcase, backpack, bag, or other item if it impedes Your ability to operate safely the Pronto Cycle Share bicycle.
  2. While riding a Pronto Cycle Share bicycle, You must not use any cellular telephone, text messaging device, portable music player, or other device that may distract You from safely operating the bicycle.
  3. You must not operate a Pronto Cycle Share bicycle while under the influence of any alcohol, drugs, medication, or other substance that may impair Your ability to safely operate a Pronto Cycle Share bicycle.
  4. You must not carry a second person on a Pronto Cycle Share bicycle.
  5. You must not dock or lock any bicycle in any Station other than Pronto Cycle Share bicycles.
  6. You may only use locking mechanisms provided by Motivate or its authorized partners to lock a Pronto Cycle Share bicycle to anything.
  7. You must not violate any applicable federal, state, or local law, including those applicable to bicycle riders.
  8. You must not dismantle, write on, or otherwise modify or deface a Pronto Cycle Share bicycle, any part of a Pronto Cycle Share bicycle, Kiosks, or other Pronto Cycle Share equipment in any way. You must not write on, peel, or otherwise modify or deface any sticker on a Pronto Cycle Share bicycle in any way. You must not use a Pronto Cycle Share bicycle, Kiosk, or other Pronto Cycle Share equipment for any advertising or similar commercial purpose. This rule does not apply to the use of the seat height adjustment feature on Pronto Cycle Share bicycles.
  9. You must not tamper with, attempt to gain unauthorized access using, or otherwise use Pronto Cycle Share system keys, the Website, a Pronto Cycle Share Kiosk, or other Pronto Cycle Share equipment other than for purposes of using a Pronto Cycle Share bicycle pursuant to this Agreement.
  10. You must not exceed the maximum weight limit for the Pronto Cycle Share bicycle (260 pounds) or the cargo carrier (17 pounds), and You must not otherwise use the cargo carrier improperly with regard to type of contents or any visual obstruction or riding impediment.
  11. You are responsible for determining whether conditions, including snow, hail, ice or electrical storms, make it dangerous to operate a Pronto Cycle Share bicycle. You are advised to adjust Your riding behavior and braking distance to suit the weather conditions, and You must promptly act in a safe manner and return, if it would be necessary and prudent to do so, Your Pronto Cycle Share bicycle to an available Bike Dock.
  12. You understand that when You remove a Pronto Cycle Share bicycle from a Bike Dock, the Pronto Cycle Share bicycle must be used only by You. You must not allow others to use a Pronto Cycle Share bicycle that You have removed from a Bike Dock. You must not transfer Your system key, code on the system key, or any other unique Annual Member or Short-Term Pass information to any other person; provided, however, that Short-Term Pass Holders may purchase access to the Services for Additional Riders as described in Section 1.2, which access may not be transferred to anyone other than the Additional Rider for whom it was initially purchased and who accepted the terms of this Agreement prior to accessing the Services.

2.  Releases; Disclaimers; Limited Liability; Assumption of Risk.

Section 2.1  Releases.

“Claims” means, collectively, any and all claims, injuries, demands, liabilities, disputes, causes of action (including statutory, contract, negligence, or other tort theories), proceedings, obligations, debts, liens, fines, charges, penalties, contracts, promises, costs, expenses (including attorneys fees, whenever incurred), damages (including consequential, compensatory, or punitive damages), or losses (whether known, unknown, asserted, unasserted, fixed, conditional, or contingent) that arise from or relate to (a) any of the Services, including any of the Pronto Cycle Share bicycles, helmets, Stations, Bike Docks, or related equipment, or (b) Your use of any of the foregoing. “Released Persons” means, collectively, (i) Motivate and all of its owners, managers, affiliates, employees, agents, representatives, successors, and assigns, (ii) Puget Sound Bike Share d/b/a Pronto Cycle Share (“Pronto”) (iii) every sponsor of any of the Services, including but not limited to Alaska Airlines, Seattle Childrens Hospital, Group Health Cooperative, and all of the sponsors owners, officers, directors, affiliates, employees, agents, representatives, successors, and assigns, and (iv) every holder of property on which a Station is located and all of the property holders, owners, officers, directors, affiliates, employees, agents, representatives, successors, and assigns. In exchange for You being allowed to use any of the Services, Pronto Cycle Share bicycles, Stations, Bike Docks, or related equipment, You (acting for Yourself and for all of Your family, heirs, agents, affiliates, representatives, successors, and assigns) do hereby fully and forever release and discharge all Released Persons from all Claims including, but not limited to, any and all Claims relating to injury or death caused by negligence of any Released Person, that You have or may have against any Released Person, except for Claims caused by the Released Person’s gross negligence or willful misconduct. Such releases are intended to be general and complete releases of all Claims. The Released Persons may plead such releases as a complete and sufficient defense to any Claim, as intended 3rd party beneficiaries of such releases.

Section 2.2  DISCLAIMERS.

YOU DO HEREBY ACKNOWLEDGE AND AGREE THAT YOUR USE OF ANY OF THE SERVICES, PRONTO CYCLE SHARE BICYCLES, HELMETS, STATIONS, BIKE DOCKS, OR RELATED EQUIPMENT IS AT YOUR SOLE RISK.

TO THE FULLEST EXTENT PERMITTED BY LAW, AND WITH RESPECT TO YOUR USE OF ANY OF THE SERVICES, PRONTO CYCLE SHARE BICYCLES, HELMETS, STATIONS, BIKE DOCKS, OR RELATED EQUIPMENT, MOTIVATE AND ALL OTHER RELEASED PERSONS DISCLAIM ALL EXPRESS AND IMPLIED WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

ALL OF THE SERVICES, PRONTO CYCLE SHARE BICYCLES, HELMETS, STATIONS, BIKE DOCKS, AND RELATED EQUIPMENT ARE PROVIDED “AS IS” AND “AS AVAILABLE” (AND YOU RELY ON THEM SOLELY AT YOUR OWN RISK).

MOTIVATE AND ALL OTHER RELEASED PERSONS DO NOT REPRESENT OR WARRANT THAT ANY OF THE SERVICES, PRONTO CYCLE SHARE BICYCLES, HELMETS, STATIONS, BIKE DOCKS, OR RELATED EQUIPMENT WILL BE IN GOOD REPAIR OR ERROR-FREE, AND DELAYS, OMISSIONS, INTERRUPTIONS, OR INACCURACIES COULD EXIST WITH RESPECT TO ANY OF THE SERVICES, PRONTO CYCLE SHARE BICYCLES, HELMETS, STATIONS, BIKE DOCKS, OR RELATED EQUIPMENT.

YOU ASSUME FULL RESPONSIBILITY AND RISK OF LOSS FOR USING ANY OF THE SERVICES, PRONTO CYCLE SHARE BICYCLES, HELMETS, STATIONS, BIKE DOCKS, OR RELATED EQUIPMENT, AND MOTIVATE AND ALL OTHER RELEASED PERSONS ARE NOT LIABLE FOR ANY CLAIM ATTRIBUTABLE TO ANY OF THE FOREGOING.

MOTIVATE AND THE OTHER RELEASED PERSONS DO NOT REPRESENT OR WARRANT THE QUALITY, SAFETY CHARACTERISTICS OR CLEANLINESS OF ANY HELMET, AND YOU AGREE THAT MOTIVATE AND THE OTHER RELEASED PERSONS ARE NOT LIABLE FOR ANY INJURY SUFFERED BY YOU WHILE USING ANY OF THE SERVICES, WHETHER OR NOT YOU ARE WEARING A HELMET AT THE TIME OF INJURY.

YOU ASSUME FULL AND COMPLETE RESPONSIBILITY AND LIABILITY FOR ALL CONSEQUENCES AND CLAIMS OF ANY KIND OR NATURE WHATSOEVER RELATED TO YOUR STOLEN OR LOST PRONTO CYCLE SHARE BICYCLE OR SYSTEM KEY.

Section 2.3  LIMITED LIABILITY.

YOU DO HEREBY ACKNOWLEDGE AND AGREE THAT MOTIVATE AND ALL OTHER RELEASED PERSONS ARE NOT RESPONSIBLE OR LIABLE FOR ANY CLAIM, INCLUDING THOSE THAT ARISE OUT OF OR RELATE TO (A) ANY RISK, DANGER, OR HAZARD DESCRIBED IN THIS AGREEMENT, (B) YOUR USE OF, OR INABILITY TO USE, ANY OF THE SERVICES, PRONTO CYCLE SHARE BICYCLES, HELMETS, STATIONS, BIKE DOCKS, OR RELATED EQUIPMENT, (C) YOUR BREACH OF THIS AGREEMENT OR YOUR VIOLATION OF ANY LAW, INCLUDING FAILURE TO WEAR A HELMET WHILE RIDING A PRONTO CYCLE SHARE BICYCLE, (D) ANY NEGLIGENCE, MISCONDUCT, OR OTHER ACTION OR INACTION BY YOU, (E) YOUR FAILURE TO WEAR A BICYCLE HELMET WHILE USING A PRONTO CYCLE SHARE BICYCLE, OR (F) ANY NEGLIGENCE, MISCONDUCT, OR OTHER ACTION OR INACTION OF ANY THIRD PARTY.

YOU DO HEREBY WAIVE ALL CLAIMS WITH RESPECT TO ANY OF THE FOREGOING, INCLUDING THOSE BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE, OR OTHER GROUNDS, EVEN IF MOTIVATE OR ANY OF THE OTHER RELEASED PERSONS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH CLAIMS.

THE TOTAL LIABILITY OF MOTIVATE AND ALL OTHER RELEASED PERSONS FOR ALL CLAIMS, INCLUDING THOSE BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE, OR OTHER GROUNDS, 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.

Section 2.4  Assumption of Risk.

You are solely and fully responsible for the safe operation of the Pronto Cycle Share bicycle at all times. You agree that bicycles are machines that may malfunction and that such malfunction may cause injury. You agree that riding a Pronto Cycle Share bicycle involves many obvious and not-so-obvious risks, dangers, and hazards, which may result in injury or death to You or others, as well as damage to property, and that such risks, dangers, and hazards cannot always be predicted or avoided. You agree that such risks, dangers, and hazards are Your sole responsibility including, but not limited to, choosing whether to wear a bicycle helmet as required by law or utilize other protective gear. You agree that if Your use of any of the Services causes any injury or damage to another person or property, then You may be liable for all resulting injuries, damages, and related costs. By choosing to ride a Pronto Cycle Share bicycle, You assume full and complete responsibility for all related risks, dangers, and hazards of riding a bicycle, and You assume all risks, dangers, and hazards associated with the condition of the service, Pronto Cycle Share bicycles, helmets, stations, bike docks, or related equipment. You agree that Motivate and all other Released Persons are not responsible for any injury, damage, or cost caused by You with respect to any person or property, including the Pronto Cycle Share bicycle itself.

Section 2.5  Indemnification.

You will indemnify and hold the Released Persons, as defined in Section 2.1 of this Agreement, harmless from all losses, suits, claims or other proceedings arising out of or relating to Your use of Pronto Cycle Share bicycles and any breach of the terms of this Agreement; provided, however, that Released Persons must notify You as soon as practicable after the date notice of such loss, suit, claim or other proceeding is served on Released Persons directly (as opposed to service on a statutory agent for service of process) or otherwise brought to the attention of Released Persons.

3.  Directions and Additional Terms of Use.

Section 3.1  Removing Bicycle

Before each use of a Pronto Cycle Share bicycle, You must conduct a safety inspection of the Pronto Cycle Share bicycle, which includes inspecting all of the following: (i) proper tire pressure; (ii) trueness of the wheels; (iii) safe operation of all brakes and lights; (iv) proper attachment of the seat, pedals, and basket; (v) good condition of the frame; and (vi) any sign of damage, unusual or excessive wear, or other mechanical problem or maintenance need. You must not ride the Pronto Cycle Share bicycle if You notice any mechanical or other problem or safety issue; and, in such case, You must promptly notify Motivate of all problems and issues and You must use a different Pronto Cycle Share bicycle. You agree to press the “Damaged Bike” button within 5 minutes after docking any Pronto Cycle Share bicycle that You notice has any mechanical or other problem or safety issue.

   Annual Member Removal Procedure:

If You are an Annual Member, You must insert Your activated system key into the reader slot on the Bike Dock keyboard to remove a Pronto Cycle Share bicycle from the Bike Dock. After the system key has been inserted into the reader slot, You have 60 seconds to remove the Pronto Cycle Share bicycle from the Bike Dock. The signal light remains yellow during the validation of the system key, and the signal light turns green when the Pronto Cycle Share bicycle can be removed. Two sound signals are also emitted. If the Pronto Cycle Share bicycle is not removed within 60 seconds, the Bike Dock locks and You must repeat the process described above.

   Short-Term Pass Holder Removal Procedure:

To access a Pronto Cycle Share bicycle as a Short-Term Pass Holder for yourself and/or an Additional Rider, You must insert a credit or debit card accepted by Motivate into the Kiosk, provide other required information, and You and any Additional Rider must acknowledge and agree to this Bicycle User Agreement, Liability Waiver, and Release and other applicable terms and conditions. You will then have the option of purchasing a rechargeable system key for You and any Additional Rider for $2.00 each, which will allow You and any Additional Rider to access Pronto Cycle Share bicycles during the period of Your Short-Term Pass by inserting the system key at the bike docks in order to release a bicycle, as described in the Annual Member Removal Procedure, above.

Alternatively, if You do not elect to purchase a system key, upon completion of the payment process, the Kiosk will ask You to enter the identification number of the Pronto Cycle Share bicycle You and any Additional Rider wish to use. Once the identification number has been entered, You will have 5 minutes to press the bike release button at the bike dock for the respective bicycle in order to release the Pronto Cycle Share bicycle for use. If You do not elect to purchase a system key, each time You as a Short-Term Pass Holder and any Additional Rider would like to remove a new Pronto Cycle Share bicycle from a Bike Dock, You must insert Your credit or debit card associated with the Short-Term Pass into the Kiosk and enter the identification number of the Pronto Cycle Share bicycle You and any Additional Rider wish to use in order to remove the next Pronto Cycle Share bicycle.

Section 3.2  Returning Bicycle.

To return a Pronto Cycle Share bicycle, You must secure it into an available Bike Dock. A sound signal will be emitted, and the signal light will turn yellow and then green when the Pronto Cycle Share bicycle has been properly secured to the Bike Dock; however, if the Pronto Cycle Share bicycle is not properly secured to the Bike Dock, then the signal light will turn red, and a longer signal sound will be emitted. If the signal light turns red, then You must repeat the operation until the signal light turns green and the Pronto Cycle Share bicycle is properly secured in the Bike Dock. If after several attempts the signal light does not turn green, You must return the Pronto Cycle Share bicycle to another available Bike Dock.

If there is no available Bike Dock at the Station, You may push the “Time Credit” icon on the Kiosk screen for a 15-minute credit that may be used to return the bicycle to a different Pronto Cycle Share Station. In order to obtain the 15-minute credit, Short-Term Pass Holders and Additional Riders who have purchased a rechargeable key and Annual Members must input the code on the back of the system key or insert their key into the reader slot on the Kiosk. Short-Term Pass Holders who have not purchased a rechargeable key must swipe the credit or debit card associated with the Account at the Kiosk in order to obtain the 15-minute credit for themselves and any Additional Riders who do not have a rechargeable key. No Trip Fee is charged for the 15-minute credit. Any Pronto Cycle Share bicycle that is not properly secured remains the Annual Member or Short-Term Pass Holder’s sole responsibility and, except with respect to applicable time credits described above, the Trip Fees set forth in Section 1.3 will be charged until the Pronto Cycle Share bicycle accessed under Your Annual Membership or Short-Term Pass is properly secured in a Bike Dock.

Section 3.3  Obtaining Receipt.

At any time, You as an Annual Member can access Your trip history and associated charges by logging into Your member profile on the Website, or through the Kiosk. If You are a Short-Term Pass Holder, You may access Your trip history, the trip history of any Additional Rider under Your Short-Term Pass, and associated charges at the Kiosk during the period of Your Short-Term Pass. Annual Members and Short-Term Pass Holders may also obtain their trip history information by calling Pronto customer service at 1-844-6-Pronto (1-844-677-6626).

Annual Members may access trip history information on the Website or at Kiosks.

Section 3.4  Helmets; Safety.

You are required by law to wear a helmet at all times while riding a bicycle in King County.

Motivate recommends that You wear a Snell, CPSC, ANSI, or ASTM approved helmet that has been properly sized, fitted, and fastened, according to the manufacturer’s instructions. It is Your sole responsibility to utilize an appropriate helmet or other protective gear. Wearing a Snell, CPSC, ANSI, or ASTM approved helmet, properly sized, fitted, and fastened, while cycling may protect against an injury or may lessen the severity of an injury caused by an impact to the head; however, bicycle helmets are not 100% effective, do not protect against all head injuries, and do not protect against other injuries.

For Your convenience, Motivate makes helmets available at each Pronto Cycle Share station. If no helmets are available at a particular station and You do not have a helmet, You must go to another station to obtain a helmet or otherwise obtain Your own helmet prior to riding a Pronto Cycle Share bicycle. Prior to using a helmet made available through Motivate, You must inspect the helmet for defects, safety characteristics and cleanliness. You must report to Pronto Cycle Share Customer Services at 1-844-6-Pronto (1-844-677-6626) as soon as possible any event that damaged or might have caused damage to a Pronto Cycle Share helmet. Permissible use of a helmet made available by Motivate is limited to a period of 24 consecutive hours. Motivate and the other Released Persons do not represent or warrant the quality, safety characteristics or cleanliness of any helmet, and You agree that Motivate and the other Released Persons are not liable for any injury suffered by You while using any of the Services, whether or not You are wearing a helmet at the time of injury. You agree that, when using any of the Services, You might need to take additional safety measures and precautions that are not specifically addressed in this Agreement.

Section 3.5  Additional Terms of Use.

  1. You represent, warrant, and agree that You are a safe and competent bicycle operator, You are sufficiently fit and physically capable to safely ride a bicycle without any risk to Your health, You are knowledgeable about the operation of a bicycle, and You are knowledgeable about the laws pertaining to bicycles operated within King County, Washington. Like any physical activity, riding a Pronto Cycle Share bicycle may cause minor or major injuries or discomfort and may worsen or complicate underlying medical conditions or diseases. By choosing to ride a Pronto Cycle Share bicycle, You assume all responsibilities and risks for all injuries or other medical conditions.
  2. You represent, warrant, and agree that Motivate is not responsible for providing or maintaining bicycle lanes or any other place where You may ride Pronto Cycle Share bicycles, and that Motivate and the other Released Persons do not guarantee that there will always be a safe place to ride a Pronto Cycle Share bicycle. Roads, bicycle lanes, and bicycle routes may become dangerous due to weather, traffic, or other hazards. You must not use a Pronto Cycle Share bicycle for racing, riding off road, or any use other than safe operation on public or private roads or property and designated bicycle routes.
  3. You represent, warrant, and agree that Motivate and the other Released Persons are not common carriers. Alternative means of public and private transportation are available to the general public and to You, including public buses and rail services, taxis, and pedestrian paths. Motivate provides Pronto Cycle Share bicycles only as a convenience, and such rental availability is intended to be used only by those persons who are able and qualified to operate a Pronto Cycle Share bicycle on their own and who have agreed to all terms and conditions of this Agreement.
  4. You agree that access to the Services is denied to any person less than 16 years of age, whether or not accompanied by a parent or guardian. Minors who are 16 years of age or older may use the Services, but only if the Services are subscribed for by, and the minors are under the responsibility of, the minor’s parent or legal guardian. By authorizing use of the Services by a minor, You as the minor rider’s parent or legal guardian (i) agree that the minor rider is fully and completely responsible and liable for all injuries, damages, costs, and expenses arising from or related to the minor’s use of the Services, and (ii) represent, warrant, and agree that You are the minor’s parent or legal guardian and that You and the minor rider have all accepted and agreed to all terms and conditions of this Agreement, as applicable.
  5. You must report to the police and to Pronto Cycle Share Customer Services at 1-844-6-Pronto (1-844-677-6626) as soon as possible, but in no event later than 24 hours, after the occurrence of (i) any crash, damage, loss, or personal injury while using a Pronto Cycle Share bicycle, (ii) any vandalism of any of the Services, (iii) any stolen or lost Pronto Cycle Share bicycle, and (iv) any stolen or lost system key.
  6. You must report to Pronto Cycle Share Customer Services at 1-844-6-Pronto (1-844-677-6626) as soon as possible any event that damaged or might have caused damage to a Pronto Cycle Share helmet.
  7. You are fully and completely responsible for all charges, damages, and injuries that arise from or relate to any use of the Services using any system key issued to You or to any Additional Rider under Your Short-Term Pass before (i) a deactivation of the key by Motivate upon the expiration of membership, or (ii) a report to the Pronto Cycle Share Customer Services at 1-844-6-Pronto (1-844-677-6626) that the system key is lost or stolen.

Section 3.6  Limitations on Availability of Services.

Motivate makes every effort to provide the Services for 365 days per year; however, Motivate does not guarantee that the Services will be available at all times, as force majeure events or other circumstances might prevent Motivate from providing the Services from time to time. Access to the Services also is conditioned on the availability of Pronto Cycle Share bicycles and available Bike Docks at each Station. Motivate does not represent or warrant the availability of any Services or the availability of any Pronto Cycle Share bicycles or Bike Docks at any Station. No sponsor of Pronto Cycle Share has any responsibility for providing any Services. You may use the Website to check the inventory of Pronto Cycle Share bicycles and Bike Docks available at a Station. You agree that Motivate may require You to return a Pronto Cycle Share bicycle at any time.

4.  Choice of Law; Dispute Resolution.

Certain portions of this Section 4 are deemed to be a “written agreement to arbitrate” pursuant to the Federal Arbitration Act (“FAA”). You and Motivate agree that we intend that this Section 4 satisfies the “writing” requirement of the FAA. During the term of Your Short-Term Pass, Annual Membership or access to the Services as an Additional Rider, this Section 4 may only be amended with Your consent; however, the current version of this Agreement, including this Section 4, in effect at the time of renewal of Your Short-Term Pass, Annual Membership or access to the Services as an Additional Rider shall apply following such renewal.

Section 4.1  First - Try to Resolve Disputes and Excluded Disputes.

If any controversy, allegation, or claim arises out of or relates to the Services, including whether heretofore or hereafter arising (collectively, “Dispute”), or to any of Motivate’s actual or alleged intellectual property rights (an “Excluded Dispute”), which includes those actions set forth in Section 4.4, then You and We agree to send a written notice to the other providing a reasonable description of the Dispute or Excluded Dispute, along with a proposed resolution of it. Our notice to You will be sent to You based on the most recent contact information that You provide us. But if no such contact information exists or if such information is not current, then We have no obligation under this Section 4.1. Your notice to us must be sent to: Motivate, P.O. Box 32059, Brooklyn, NY 11232 (Attn: Legal Department). For a period of sixty (60) days from the date of receipt of notice from the other party, Motivate and You will engage in a dialogue in order to attempt to resolve the Dispute or Excluded Dispute, though nothing will require either You or Motivate to resolve the Dispute or Excluded Dispute on terms with respect to which You and Motivate, in each of our sole discretion, are not comfortable.

Section 4.2  Binding Arbitration.

If we cannot resolve a Dispute as set forth in Section 4.1 (or agree to arbitration in writing with respect to an Excluded Dispute) within sixty (60) days of receipt of the notice, then ANY AND ALL DISPUTES ARISING BETWEEN YOU AND MOTIVATE MUST BE RESOLVED BY FINAL AND BINDING ARBITRATION. THIS INCLUDES ANY AND ALL DISPUTES INCLUDING DISPUTES BETWEEN YOU AND MOTIVATE, PUGET SOUND BIKE SHARE D/B/A PRONTO CYCLE SHARE, AND/OR ANY SPONSOR OF THE SERVICES (WHETHER BASED IN CONTRACT, STATUTE, REGULATION, ORDINANCE, TORT - INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE, FRAUD, ANY OTHER INTENTIONAL TORT OR COMMON LAW, CONSTITUTIONAL PROVISION, RESPONDEAT SUPERIOR, AGENCY OR ANY OTHER LEGAL OR EQUITABLE THEORY - AND WHETHER ARISING BEFORE OR AFTER THE EFFECTIVE DATE OF THIS AGREEMENT). The FAA shall govern the arbitrability of all Disputes between Motivate and You regarding this Agreement and the Services, including the No Class Action Matters section below. BY AGREEING TO ARBITRATE, EACH PARTY IS GIVING UP ITS RIGHT TO GO TO COURT AND HAVE ANY DISPUTE HEARD BY A JUDGE OR JURY. Motivate and You agree, however, that Washington State or federal law shall apply to and govern, as appropriate, any and all claims or causes of action, remedies, and damages arising between You and Motivate regarding this Agreement, whether arising or stated in contract, statute, common law, or any other legal theory, without regard to Washington State”s choice of law principles.

A Dispute will be resolved solely by binding arbitration in accordance with the then-current Commercial Arbitration Rules (“Rules”) of the American Arbitration Association (“AAA”), except as modified herein, and in accordance with the AAA”s Supplementary Procedures for Consumer Related Disputes. The arbitration will be administered by the AAA, with one arbitrator appointed. If an in-person arbitration hearing is required, then it will be conducted in the “metropolitan statistical area” (as defined by the U.S. Census Bureau) where You are a resident at the time the Dispute is submitted to arbitration. You and We will pay the administrative and arbitrator’s fees and other costs in accordance with the applicable arbitration rules; but if applicable arbitration rules or laws require Motivate to pay a greater portion or all of such fees and costs in order for this Section 4 to be enforceable, then Motivate will have the right to elect to pay the fees and costs and proceed to arbitration. The arbitrator will apply and be bound by this Agreement, and will determine any Dispute according to applicable law and facts based upon the record and no other basis, and will issue a reasoned award only in favor of the individual party seeking relief and only to the extent to provide relief warranted by that party”s individual claim. Issues relating to the enforceability of the arbitration and class action waiver provisions contained herein are for the court to decide. This arbitration provision shall survive termination of this Agreement or the Services. You can obtain AAA procedures, rules, and fee information as follows: 800.778.7879 and http://www.adr.org.

Section 4.3  Limited Time to File Claims.

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IF YOU OR WE WANT TO ASSERT A DISPUTE (BUT NOT AN EXCLUDED DISPUTE) AGAINST THE OTHER, THEN YOU OR WE MUST COMMENCE IT (BY DELIVERY OF WRITTEN NOTICE AS SET FORTH IN SECTION 4.1) WITHIN ONE (1) YEAR AFTER THE DISPUTE ARISES -- OR IT WILL BE FOREVER BARRED. The parties expressly waive any contrary statute of limitations or time bars, both legal and equitable, to the Disputes.

Section 4.4  Injunctive Relief.

The foregoing provisions of this Section 4 will not apply to any legal action taken by Motivate to seek an injunction or other equitable relief in connection with, any loss, cost, or damage (or any potential loss, cost, or damage) relating to the Services.

Section 4.5  No Class Action Matters.

YOU AND MOTIVATE AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING OR AS AN ASSOCIATION. Disputes will be arbitrated only on an individual basis and will not be joined or consolidated with any other arbitrations or other proceedings that involve any claim or controversy of any other party. There shall be no right or authority for any Dispute to be arbitrated on a class action basis or on any basis involving Disputes brought in a purported representative capacity on behalf of the general public, or other persons or entities similarly situated. But if, for any reason, any court with competent jurisdiction holds that this restriction is unconscionable or unenforceable, then our agreement in Section 4.2 to arbitrate will not apply and the Dispute must be brought exclusively in court pursuant to Section 4.7. Notwithstanding any other provision of this Section 4 or applicable rules of the AAA, any and all issues relating to the scope, interpretation and enforceability of the class action waiver provisions contained herein (described in this “No Class Action Matters” section), are to be decided only by a court of competent jurisdiction, and not by the arbitrator. The arbitrator does not have the power to vary these class action waiver provisions.

Section 4.6  Small Claims Matters Are Excluded From Arbitration Requirement.

Notwithstanding the foregoing, either of us may bring qualifying claim of Disputes (but not Excluded Disputes) in small claims court of competent jurisdiction.

Section 4.7  Federal and State Courts in King County, Washington.

Except where arbitration is required as above, small claims actions, or with respect to the enforcement of any arbitration decision or award, any action or proceeding relating to any Dispute or Excluded Dispute arising hereunder may only be instituted in state or Federal court in King County, Washington. Accordingly, You and Motivate consent to the exclusive personal jurisdiction and venue of such courts for such matters.

5.  Miscellaneous.

Section 5.1  Term and Termination.

The term of this Agreement begins when You first obtain a Short-Term Pass or an Annual Membership, when You first access a Pronto Cycle Share bicycle as an Additional Rider, or when a minor Short-Term Pass Holder, Annual Member or Additional Rider for whom You are the parent or guardian authorizing usage of the Services first obtains a Short-Term Pass or Annual Membership or accesses a Pronto Cycle Share bicycle as an Additional Rider. With respect to Annual Members, Short-Term Pass Holders, and parents and guardians approving usage of the Services by minor Annual Members and Short Term Pass Holders, unless terminated by Motivate as provided below, the term of this Agreement ends upon the later of (a) expiration of Your Short-Term Pass or Annual Membership or that of the minor Short-Term Pass Holder or Annual Member for whom You are the parent or guardian authorizing usage of the Services, as applicable, or (b) return of all Pronto Cycle Share bicycles accessed using Your Short-Term Pass or Annual Membership or that of the minor Short-Term Pass Holder or Annual Member for whom You are the parent or guardian authorizing usage of the Services, as applicable; provided, however, that Sections 1, 2, 3.4, 3.5, 4 and 5 of this Agreement shall survive termination of this Agreement. With respect to Additional Riders, unless terminated by Motivate, this Agreement ends upon return of all Pronto Cycle Share bicycles accessed by You; provided, however, that Sections 1, 2, 3.4, 3.5, 4 and 5 of this Agreement shall survive termination of this Agreement. Termination of this Agreement shall not affect any accrued rights of any of the parties at the date of termination arising out of this Agreement or the right to recover damages or to have recourse to any other legal remedies.

At any time and from time to time, and without Your consent, Motivate may unilaterally terminate this Agreement and Your right to use any of the Services, in Motivate’s sole discretion and without any notice or cause. You may terminate Your use of the Services at any time; provided, however, that (i) no refund will be provided by Motivate, (ii) the term of this Agreement continues in accordance with this Section, and (iii) You may still be charged any applicable additional fees arising under this Agreement.

Section 5.2  Privacy Policy.

Motivate operates the Services on behalf of Puget Sound Bike Share d/b/a Pronto Cycle Share ("Pronto"), which has legal rights with respect to all of the information that We collect in connection with operating the Services, as further described in Pronto's Privacy Policy, which governs its and our use of your data. You acknowledge and accept the Pronto Privacy Policy and consent to the collection, use and disclosure of Your data in accordance with the Pronto Privacy Policy.

Section 5.3  Notices.

You may contact Motivate by writing, calling, or emailing Motivate at the street address, telephone number, and email address listed below:

Motivate
P.O. Box 32059
Brooklyn, NY 11232

Customer Service: 1-844-6-Pronto (1-844-677-6626)
customerservice@prontocycleshare.com

Section 5.4  Waivers.

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.

For good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, You do hereby knowingly, voluntarily, and irrevocably: (1) give Your full and unconditional consent to Motivate and its affiliates, successors, and assigns to use at any time and from time to time, without any restriction, Your appearance and voice in photographs, videos, and other recordings related to Your use of the Services, on all websites and for all press, promotional, advertising, publicity, and other commercial purposes, including all formats and media, whether now known or hereafter devised, throughout the world and in perpetuity; (2) grant to Motivate and its affiliates, successors, and assigns (a) the right to photograph, videotape, and otherwise record Your appearance and voice related to Your use of the Services, at any time and from time to time, (b) all rights, copyrights, title, and interests in the results of such photographs, videos, and other recordings, as a work for hire for copyright purposes, and (c) the right to use, reproduce, exhibit, distribute, transmit, alter, and exploit, at any time and from time to time and as Motivate may decide in its sole discretion, such photographs, videos, and other recordings, or any component thereof, and all related merchandising, promotions, advertising, and publicity; and (3) waive, release, and discharge all Released Persons from all Claims that You have or may have for any libel, defamation, invasion of privacy, right of publicity, infringement of copyright, or violation of any right granted by You in this paragraph.

Section 5.5  Cumulative Remedies.

All rights and remedies granted under or referred to in this Agreement are cumulative and nonexclusive, and resort to one does not preclude the availability or applicability of another or to any other right or remedy provided by law.

Section 5.6  Final Agreement; Modification by Motivate.

We reserve the right to change this Agreement at any time. Whenever a material change is made to this Agreement, We will post a notification on the Website prior to the change inviting You to review the change, and if You have provided us with your email address, We will also send You an email prior to the change inviting You to review the change. If You would like to provide Your email address to us for notification purposes, click here. Except as set forth in Section 4 of this Agreement, Your continued use of our Service following the effective date of the change indicates your consent to the agreement posted at the time of use. To the extent any provision of this Agreement is found by a competent tribunal to be invalid or unenforceable, such provision shall be severed to the extent necessary for the remainder to be valid and enforceable. Notwithstanding any provision in this Agreement that may be to the contrary, the pricing set forth on the Website supersedes all pricing set forth in this Agreement.

Section 5.7  Contract Interpretation.

The headings in this Agreement do not affect the interpretation of this Agreement. “Or” is not be exclusive in its meaning. “Including” means “including, but not limited to.” Unless the context otherwise requires, words in the singular number or in the plural number shall each include the singular number or the plural number. All pronouns include the masculine, feminine, and neuter pronoun forms.

Agreement to Bicycle User Agreement, Liability Waiver and Release

I certify that I am 16 years of age or older, and I have read and agreed to all of the terms and conditions set forth in this Agreement. If I am at least 16 years of age and younger than 18 years of age, I also certify that my parent or legal guardian has also read and agreed to all of the terms and conditions set forth in this Agreement on my behalf.

IF THE ANNUAL MEMBER, SHORT-TERM PASS HOLDER OR ADDITIONAL RIDER IS 16 OR 17 YEARS OF AGE, THE FOLLOWING MUST ALSO BE ACKNOWLEDGED AND AGREED TO BY A PARENT OR GUARDIAN:

If the Annual Member, Short-Term Pass Holder or Additional Rider is at least 16 years of age and younger than 18 years of age, I hereby represent that I am a parent or legal guardian of the Annual Member, Short-Term Pass Holder or Additional Rider, who is 16 years of age or older, and that I am fully authorized to execute this Agreement on behalf of myself and all other parents or legal guardians of the Annual Member, Short-Term Pass Holder or Additional Rider. I hereby give permission and consent to the Annual Member, Short-Term Pass Holder or Additional Rider’s use of the Services within the terms and conditions set forth in this Agreement, and have explained the terms and conditions to the Annual Member, Short-Term Pass Holder or Additional Rider. It is my decision as the Annual Member, Short-Term Pass Holder or Additional Rider’s parent or legal guardian that the Services are suitable for the Annual Member, Short-Term Pass Holder or Additional Rider.

I agree to the terms and conditions set forth in this Agreement, and I shall assume any and all responsibility and liability for the minor Annual Member, Short-Term Pass Holder or Additional Rider’s use of the Services as provided by the terms of this Agreement. I agree to defend and indemnify any Released Party from any and all Claims by the minor Annual Member or Short-Term Pass Holder arising out of or connected to the minor Annual Member, Short-Term Pass Holder or Additional Rider’s use of the Services whether or not any negligence by any Released Party, in whole or in part, is alleged to have contributed to any Claims.