Lyft, Inc. and its affiliates (collectively referred to as “Lyft”) administer bikeshare 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:
1) Annual Subsidy. As a member of the Program in which it is enrolling, the Company agrees to pay an Annual Subsidy for individual bikeshare memberships (each, an “Annual Subsidy”) for its employees, volunteers, and other relevant constituents (each called an “Associate”) at the applicable rate listed on the bikeshare system’s website for the Program, plus applicable taxes. 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 Lyft's website for the Program, plus applicable taxes.
2) Program Enrollment. For the Company to enroll in the Program, the Company must first provide to Lyft the information requested in the Program enrollment form.
3) Program Maintenance.
a. Membership. Lyft will send to Company a monthly invoice indicating the number of Associates who have applied for bikeshare memberships or renewals under the Company’s Account and detailing each Associate’s name.
b. Updating Corporate Account Details. Company must promptly notify Lyft of any change in the Company’s information by emailing Lyft at the email address listed on the corporate membership page for the relevant bikeshare program.
c. 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.
4) Permission to Use Name and Marks.
a. Lyft hereby grants to Company a revocable, time-limited, royalty-free, non-exclusive, non-transferable, non-sublicensable right and license to use all names, marks, and logos associated with Lyft or the Program (collectively, “Lyft Marks”) during the term of Company’s membership in the Program, solely for the purpose of promoting the Program to Associates. Company’s use of any of the Lyft Marks shall be subject to Lyft’s prior written approval in each instance. Company hereby covenants and agrees that the Lyft Marks shall remain the sole and exclusive property of Lyft and that Company shall not hold itself out as having any ownership rights with respect thereto. Any and all goodwill associated with the Lyft Marks shall inure directly to the benefit of Lyft. Upon termination or expiration of this Agreement for any reason, Company shall immediately discontinue all use of the Lyft Marks. The Company’s use of Lyft Marks must conform to Lyft’s usage guidelines and instructions as Lyft may provide or update from time to time (and in no event shall the color, style, appearance, or relative dimensions of the Lyft Marks be altered or changed in any way).
b. If Company is enrolling in the Program for the Citi Bike bikeshare program, Lyft hereby grants the Company permission to use the Citi Bike name and logo (the “Citi Bike Marks”) under sublicense from the Citi Bike Marks owner, Citigroup Inc., for the duration of this Agreement for the limited purposes of promoting Program to Associates, under the sublicense terms set forth in Attachment A below and incorporated into this Agreement by this reference..
c. Company hereby grants Lyft permission to use its trademarks, trade names, or other designations (collectively, “Company Marks”) in connection with the Program. Upon termination of this Agreement, Lyft will promptly cease using any and all Company Marks.
5) Invoicing. Upon enrollment, Lyft will invoice the Company’s Account for the Enrollment Payment. Each calendar month thereafter, Lyft will email Company an invoice for all Annual Subsidies plus taxes incurred on the Company’s Account during the preceding calendar month. The Company shall pay Lyft 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 Lyft 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.
6) No Chargebacks. The 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.
7) 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, Lyft 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.
a. 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. Lyft reserves the right to alter or eliminate any feature of the bikeshare services obtained through the Program, at its sole discretion at any time.
b. This Agreement is governed by and must be construed and enforced in accordance with, the laws of the State of California, excluding principles of conflict of law.
c. This Agreement shall be deemed to have been drafted jointly by the parties and must be construed in accordance with the fair meaning thereof.
d. 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 bikeshare membership as set forth on Lyft's website.
Sublicense to Use Citi Bike Marks
This Sublicense (the “Sublicense Agreement”) is an integral part of and incorporated into the terms of the Bikeshare for Business Terms and Conditions (the “Agreement”). All defined terms and other provisions contained in the Agreement are incorporated into and applicable to this Sublicense Agreement.
NYC Bike Share, LLC (the “Sublicensor”) is a licensee of certain rights associated with the service mark “Citi Bike” (the “Mark”), owned by Citigroup Inc. (“Licensor”) for use in connection with a self-service bicycle sharing program in the City of New York, the City of Hoboken, and the City of Jersey City (the “Bike Share Program"),
Company (the “Sublicensee”) seeks to sublicense the right to use this trademark pursuant to the terms and conditions of this Sublicense Agreement and the Agreement in order to exercise certain rights and benefits granted to Sublicensee in relation to the Bike Share Program and set forth in the Agreement.
NOW, THEREFORE, Company, as Sublicensee, and the Sublicensor, agree as follows:
1) License. Sublicensor hereby grants to Sublicensee a non-exclusive license to use the Mark solely in connection with its advertising and promotion of the Bike Share Program during the term of this Sublicense Agreement throughout the United States. The license granted herein is personal and non-transferable and Sublicensee shall have no right to sublicense the rights granted to Sublicensee herein.
2) Ownership of Mark. Sublicensee acknowledges that Licensor shall retain sole and exclusive ownership of the Mark and all goodwill and rights related thereto in the United States and throughout the world.
a. Sublicensee understands and agrees that Licensor shall retain the unrestricted right, during the term of this Sublicense Agreement, to use and authorize others to use the Mark both within and outside of the United States.
b. Sublicensee agrees that it will do nothing inconsistent with such ownership and that all use of the Mark by Sublicensee shall inure to the benefit of and be on behalf of Licensor. Sublicensee agrees that nothing in this Sublicense Agreement shall give any right, title, or interest in the Mark other than the right to use the Mark in accordance with this Sublicense Agreement.
3) Quality Control. Sublicensee shall maintain the high quality of Bike Share Program-related materials and services and use of the Mark so as to conform to the standards of quality as may be set by Sublicensor from time to time.
a. Sublicensee shall submit to Sublicensor for prior approval specimens of all uses of the mark, including without limitation all advertising, displays, and other materials on which the Mark appears (hereinafter “Materials”). Materials shall not be used by Sublicensee without Sublicensor’s prior, written approval.
4) Form of Use. Sublicensee agrees to use the mark only in a form and manner and with appropriate legends as prescribed by Sublicensor from time to time and not to use any other trademark in combination with the Mark without the prior written approval of Sublicensor.
5) Infringement by Third Parties. Sublicensee agrees to notify Sublicensor of any potential act of infringement of the Mark by third parties promptly as it comes to the Sublicensee’s attention. Sublicensee shall have no right to enforce the Mark against potential infringing third parties.
6) Term. This Sublicense Agreement shall remain in effect until the expiration or termination of the Corporate and Community Membership Program Agreement.
7) Termination. This Sublicense Agreement may be terminated as follows:
a. By mutual written agreement of the parties at any time;
b. By Sublicensor upon thirty (30) days written notice;
c. By either party, upon thirty (30) days written notice to the other, in the event the other party fails or refuses to perform any of its material duties or obligations under this Sublicense Agreement; provided, however, that in the event a failure to perform can be remedied within thirty (30) days after such notice is given, such notice shall be null and void if the failure is remedied within such period;
d. By Sublicensor immediately in the event that the business, assets or the corporate entity of Sublicensee is totally or partially confiscated, nationalized, seized, expropriated, or in any way transferred with or without the consent of Sublicensee or its shareholders; and
e. By Sublicensor immediately in the event of the voluntary or involuntary insolvency, bankruptcy, or liquidation of assets of Sublicensee.
8) Obligations upon Termination or Expiration. Upon the termination or expiration of this Sublicense Agreement for any reason, Sublicensee agrees not to continue the use of the Mark or any marks arguably confusingly similar thereto following the termination or expiration of the Sublicense Agreement.
9) Indemnification. Sublicensee agrees to indemnify and hold harmless Sublicensor and Licensor, and their respective agents, employees, officers, directors, shareholders, and trustees from and against any and all claims, demands, actions, causes of action, losses, and expense, including reasonable attorneys’ fees for attorneys selected by Licensor (collectively, “Losses”), resulting from any suit, demand, claim, or cause of action (collectively “Claim”) by any third party alleging facts or circumstances which involve product liability, breach of warranty, or any negligent act or omission by Sublicensee, or any breach by Sublicensee of any obligation imposed upon it pursuant to this Sublicense Agreement.
10) Third Party Beneficiary. The parties acknowledge and agree that Licensor is a third party beneficiary of this Sublicense Agreement for the purposes of enforcing Licensor’s rights in and to the Mark.
a. Attorneys’ Fees. In the event of any suit or legal proceeding arising from or which seeks to avoid, interpret, or enforce this Sublicense Agreement, the parties agree that the prevailing party shall be entitled to recover its reasonable attorneys’ fees and costs from the party contesting such prevailing party.
c. Assignment. This Sublicense Agreement shall be binding upon and shall inure to the benefit of Sublicensor and Sublicensee and their respective successors and permitted assigns. In no event shall either party assign any of its rights, powers, duties, or obligations under this Sublicense Agreement without the prior written consent of the other party, and this consent shall not be unreasonably withheld.
d. Relationship. Nothing in this Sublicense Agreement shall be construed as placing the parties in the relationship of franchisor/franchisee, partners or joint venturers, it being understood and agreed that each party is not an agent for employee of the other party.
e. No Waiver. The failure of a party to insist upon strict performance of any obligation of the other party hereunder, irrespective of the length of time for which such failure continues, shall not be a waiver of its right to demand strict compliance in the future. No consent or waiver, by any party to any breach or default in the performance of any obligation hereunder by the other party shall constitute a consent or waiver to any other breach or default in the performance of the same or any other obligation hereunder.
f. Further Assurances. Each party shall cooperate with the other party including the execution and delivery of such further and additional documents as may be necessary or appropriate, in order to give effect to the intent and terms of this Sublicense Agreement.
g. Construction. The parties declare that they understand the terms of this Sublicense Agreement, have executed it voluntarily, and have received the advice of counsel.
(i) It is expressly understood and agreed that this Sublicense Agreement was jointly drafted by the parties. Accordingly, the parties agree that any and all rules of construction to the effect that ambiguity is construed against the drafting party shall be inapplicable in any dispute concerning the terms, meaning, or interpretation of this Sublicense Agreement.
(ii) Whenever possible, each provision of this Sublicense Agreement shall be interpreted to be effective and valid under applicable law, but if any provision shall be held to be prohibited or invalid, such provision shall be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Sublicense Agreement.
(iii) This Sublicense Agreement is made and entered into in the State of New York and shall be in all respects interpreted, enforced, and governed under the laws of the State of New York, without regard to that state’s rules regarding choice of law. The parties hereby consent to personal jurisdiction and venue in the United States District Court for the Southern District of New York.
h. Effect of Agreement. This Sublicense Agreement shall be binding upon and inure to the benefit of the parties as well as their related companies, subsidiaries, successors, assigns, and legal representatives.
i. Entire Agreement. This Sublicense Agreement constitutes the full and complete agreement of the parties hereto with respect to the subject matter hereof and supersedes any and all prior understandings, whether written or oral. The section headings set forth in this Sublicense Agreement are included for the convenience of reference only and shall be disregarded in the construction and interpretation of any of the provisions of this Sublicense Agreement. This Sublicense Agreement shall not be modified or amended except by express written consent of the parties.