Shared Technologies, INC. TERMS OF USE

Last Updated: 4/1/2019

Welcome and thank you for your interest in Shared Technologies, Inc. The following Terms of Use, and any additional terms incorporated by reference herein (collectively, the “Terms”), govern your access and use of the services available through our web site located at https://tryshared.com (the “Site”), any third party platforms and services approved by Shared (eg., Facebook, Google, etc.) (“Third Party Sites”), and our proprietary software application accessible via a mobile device (the “App”) (the Site, the App, and any access through Third Party Sites are, collectively, the “Services”). The terms “we,” “our” and “Shared” refer to Shared Technologies, Inc. The terms “you” and “your” refer to the user (including users who have registered for an account) visiting the Site and/or using the Services.

PLEASE READ THE FOLLOWING TERMS OF USE CAREFULLY, AS THEY CONSTITUTE A BINDING LEGAL AGREEMENT BETWEEN YOU AND SHARED. BY REGISTERING FOR, ACCESSING, AND/OR OTHERWISE USING THE SITE OR SERVICES IN ANY MANNER, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THE FOLLOWING TERMS, INCLUDING ANY FUTURE MODIFICATIONS, AND ALL POLICIES OF THE SITE ARE INCORPORATED BY REFERENCE. IF YOU DO NOT AGREE TO THESE TERMS, YOU MUST NOT USE – AND ARE NOT AUTHORIZED TO USE – THE SERVICES. The Services are available only to persons who can form legally binding contracts under applicable law. Without limiting the foregoing, the Services are not intended for individuals under the age of 18. If you do not qualify for the services, please do not attempt to register for or use the services.

1. GENERAL

1.1. Consideration. You understand and agree that these Terms are entered into in consideration of your use of the Services and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged.

1.2. Changes to these Terms. The Site, App, and other portions of the Services are owned and operated by Shared. Shared reserves the right to revise these Terms in its sole discretion at any time and without prior notice to you other than by posting the revised Terms on the Site, App, or on or within the Service. Any revisions to the Terms are effective upon posting. The Terms will be identified as of the most recent date of revision. You should visit this page regularly to ensure your continued acceptance of these Terms. Your continued use of the Services after any revision to these Terms constitutes your binding acceptance of the revised Terms. Notwithstanding the preceding sentences of this Section 1.2, no revisions to these Terms will apply to any dispute between you and Shared that arose prior to the date of such revision.

1.3. Evolving Nature of Services. The Services are new and subject to change at any time. We are continually looking to improve the Services but if you are at any time dissatisfied with the Services, then your sole remedy is to discontinue use of the Services. However, we do want to hear from our users so do not hesitate to send us an email at help@tryshared.com to let us know what you think.

2. USE OF THE SERVICES

Shared may provide the Services through the App, Site, Third Party Sites, and any other media or channels now known or hereafter developed. The Services may require that you agree to additional terms and conditions in order to use the Services, including those contained in the Membership Agreement and those of Third Party Sites. Any terms and conditions required by Shared for use of any portion of the Services offered by Shared (but not those of any Third Party Site) will, unless otherwise expressly stated in such terms, supersede these Terms in the event of a conflict only as to the services with respect to which those terms relate. Such additional terms and conditions (but not those of any Third Party Site), are hereby incorporated into and made a part of these Terms by reference. You may also be subject to the terms of use of any Third Party Sites and you are solely responsible for your acceptance of and compliance with such terms. You should review the terms of use and privacy policies of Third Party Sites before using such Third Party Sites.

You are responsible for obtaining at your own expense all equipment and services needed to access the Services, including but not limited to a mobile device that is compatible with the App. If you are accessing the Services by a mobile device, your wireless carrier may charge you fees for data, text messaging, and other wireless access or communications services. We do not guarantee that our mobile Services can be accessed through all wireless devices or service plans or are available in all geographical locations.

3. CHILDREN

The Services are not intended for persons under 18, including children under the age of 13. By using the Services, you affirm that you are at least 18 years of age. If you are under the age of 18, you must not use or access the Services.

4. SERVICE SECURITY

4.1. Personal Security. Be smart when using the Services or any Third Party Sites. You should not disclose personal information to strangers that would enable them to locate you offline. This means you should not give out your name, address, place of employment, school, etc., while communicating with other users of the Services.

4.2. Service Security. You are prohibited from violating, or attempting to violate, the security of the Services. Any such violations may result in criminal and/or civil penalties against you, as well as the termination of your privilege to use the Services, at Shared’s sole discretion. Shared reserves the right to investigate any alleged or suspected violations and, if a criminal violation is suspected, refer such suspected violation to the appropriate law enforcement agencies and cooperate fully with such investigations, including, but not limited to, the disclosure of any or all of your activities on or related to the Services.

5. MATERIALS SUBMITTED TO THE SERVICES; LICENSE GRANT FROM YOU TO SHARED

5.1. User Content. This section governs any material that you upload or transmit to or through the Services including, without limitation, comments, messages, photographs, or any 92 of 117 other form of copyrighted material (collectively, “User Content”). You are solely responsible for all User Content you submit to or through the Services. You agree, represent, and warrant that i) any User Content you upload or transmit to or through the Services is truthful, accurate, not misleading, and offered in good faith, ii) you have all rights, licenses, permissions, and authorizations necessary to upload or transmit the User Content to the Services and grant the rights to the User Content as set forth in these Terms, and iii) the Use of such User Content in a manner consistent with these Terms will not (a) infringe the rights of any third party, including copyright, trademark, patent and other intellectual property rights or other protected rights, such as the rights of privacy or publicity, or (b) require Shared or any Third Party Site on or through which the Services are made available to pay any fees of any kind to any third party. We have the right, but not the obligation, to monitor, review, access, and remove any or all of your User Content from the Services at our sole discretion.

5.2. License Grants. You retain ownership of any User Content you provide to the Services. Except as expressly provided in Shared’s Privacy Policy at https://tryshared.com/privacy, you hereby grant Shared an unrestricted, perpetual, assignable, sublicensable, revocable, royalty-free license throughout the universe to reproduce, distribute, publicly display, communicate to the public, make available, publicly perform (including by means of digital audio transmissions) on a through-to-the-audience basis, create derivative works from, and otherwise use and exploit (collectively, “Use”) all User Content you upload to or through the Services in any media or technology now existing or developed in the future; to advertise, market, and promote your User Content, Shared, and the Services, with your name, image, voice, likeness, and/or any photographs or artwork made available by or on your behalf through the Services; and to sublicense any User Content, in each of the foregoing instances, in Shared’s sole discretion.

5.3. Reporting of User Content. If you locate any User Content on or through the Services that you find offensive or objectionable, or if you believe any User Content is infringing of your intellectual property rights, please report such User Content to Shared by sending an email to help@tryshared.com. Shared reserves the sole right, but not obligation, to remove any message that it deems inappropriate in its sole discretion and without any liability to you.

6. REGISTRATION

6.1. Log In Credentials. In order to use some of the Services you will have to register for an account on the Services or log in using your Facebook or Google credentials and agree to additional terms and conditions included in the Membership Agreement. When registering you may be required to provide Shared with certain personal information, which may include your name, birth date, email address, and, in some cases, payment information. This information will be held and used in accordance with Shared’s Privacy Policy. You are responsible for maintaining the confidentiality of your log-in credentials in order to use the Services, and are fully responsible for all activities that occur through the use of your credentials. You agree to notify Shared immediately of any unauthorized use of your log-in credentials or any other breach of security with respect to your account. Shared will not be liable for any loss or damage arising from unauthorized use of your credentials prior to you notifying Shared of such unauthorized use or loss of your credentials. You understand that on certain Shared websites or Third Party Sites your user name and profile picture may be publicly available and that search engines may index your name and profile photo.

6.2. Accuracy of Information. You agree to provide true, accurate, current, and complete information about yourself as requested in any registration forms required by Shared. You also agree to update the information about yourself promptly, and as necessary, to keep it current and accurate. If messages sent to an email address provided by you are returned as undeliverable, Shared reserves the right to terminate your account immediately with or without notice to you and without any liability to you or any third party.

6.3. Invitation Service. Shared may offer an invitation service to tell a friend about the Services. If you choose to use our invitation service, we may ask you for information needed to send the invitation, such as your friend’s email address. We may also offer you the opportunity to invite your friend via third party services such as Facebook or Twitter. We will automatically send your friend an email inviting him or her to try the Service. By providing email addresses of non-Users, you represent that you have the right to do so and that such information may also be provided to the third party service that you have designated to contact the non-User. We store and use this information to send this invitation, to register a friend if your invitation is accepted, and to track the success of our invitation service. Your friend may contact us at help@tryshared.com to request that we remove this information from our database.

7. OTHER PROHIBITED ACTIVITIES

7.1. In using the Services, you agree not to:

a) Upload or otherwise transmit to or through the Services any information that is unlawful, harmful, harassing, defamatory, libelous, threatening, vulgar, sexually explicit, hateful or otherwise objectionable material of any kind or information that contains a link to such objectionable material;

b) Attempt to, or harass, abuse, or harm or advocate or incite harassment, abuse or harm of another person or group, including Shared employees;

c) Upload, post or otherwise transmit any unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes or any other form of solicitation (commercial or otherwise);

d) Create a false identify or impersonate another person or entity in any way;

e) Solicit or attempt to solicit personal information from other users of the Services;

f) Restrict, discourage or inhibit any person from using the Services, disclose personal information about a third person on the Services or obtained from the Services without the consent of such person or collect information about users of the Services;

g) Use the Service, without Shared’s express written consent, for any commercial purpose, including, communicating or facilitating any commercial advertisement or solicitation;

h) Undertake, cause, permit or authorize the modification, creation of derivative works, translation, reverse engineering, decompiling, disassembling or hacking of any aspect of the Services or any part thereof, or attempt to do any of the foregoing, except and solely to the extent permitted by these Terms, the authorized features of the Services, or by law, or otherwise attempt to use or access any portion of the Services other than as intended by Shared;

i) Gain unauthorized access to the Services, to other users’ accounts, names or personally identifiable information, or to other computers or websites connected or linked to the Services;

j) Reproduce, distribute, publicly display, publicly perform, sell, trade, resell or exploit any portion of the Services, use of the Services, access to the Services or content obtained through the Services, for any purpose other than expressly permitted by these Terms, including, by way of example and not limitation, by doing or engaging in any of the following without Shared’s express written consent:

i. framing, embedding and/or passing off User Content obtained from the Services in such a manner as to present them as originating from a source other than the Services;

ii. copying, caching or reformatting any User Content for commercial purposes in any manner whatsoever, whether by copying to physical or electronic media for purposes of buffering delivery or converting transmissions from the Service to alternative delivery formats;

iii. altering, defacing, mutilating or otherwise bypassing any approved software through which the Services are made available; and

iv. using any trademarks, service marks, design marks, logos, photographs or other content belonging to Shared or obtained from the Services.

k) Post, transmit or otherwise make available any virus, worm, spyware or any other computer code, file or program that may or is intended to damage or hijack the operation of any hardware, software or telecommunications equipment, or any other aspect of the Services or communications equipment and computers connected to the Services;

l) Remove, disable, damage, circumvent or otherwise interfere with any security-related features of the Services, features that prevent or restrict the use or copying of any part of the Services or any content on the Services, or features that enforce limitations on the use of the Services or any content on the Services;

m) Use any scraper, spider, cheats, exploits, robots or other automated means of any kind to access, modify or interfere with the Services, or harvest or manipulate data, except and solely to the extent permitted by these Terms and the features of the Services, deep-link to any feature or content on the Services, bypass any robot exclusion headers or other measures we may use to prevent or restrict access to the Services;

n) Interfere with or disrupt the Services, networks or servers connected to the Services or violate the regulations, policies or procedures of such networks or servers;

o) Violate any applicable federal, state or local laws or regulations or these Terms; or

p) Assist or permit any persons in engaging in any of the activities described above.

8. INTELLECTUAL PROPERTY RIGHTS

8.1. Generally. The content made available on or through the Services, including without limitation, any text, software, graphics, photos, sounds, music, videos and interactive features, but excluding User Content, may be protected by copyright or other intellectual property rights and owned by Shared or third party licensors of Shared. No material made available on or through the Services may be copied, reproduced, republished, uploaded, posted, transmitted, or distributed in any way without written permission of the copyright owner. Modification of materials obtained from the Services, including, but not limited to, User Content, for any other purpose, including, without limitation, any commercial purpose, is a violation of the copyrights and other proprietary rights of Shared or its licensors, unless you have obtained express written authorization to the contrary. All design rights, databases and compilations and other intellectual property rights, in each case whether registered or unregistered, and related goodwill are proprietary to Shared.

8.2. Trademarks. All trademarks, service marks, logos and trade names on the Services, whether registered or unregistered, are proprietary to Shared or to other companies where so indicated. You may not reproduce, download or otherwise use any such trademarks, service marks, logos or trade names without the prior written consent of the appropriate owner thereof.

8.3. No Implied Rights. There are no implied licenses granted in these Terms.

8.4. Feedback. You agree that Shared shall acquire, and you hereby grant and otherwise transfer to Shared, any and all right, title, and interest in and to any actual or suggested modifications, design changes, improvements, and other information regarding the features and performance of the Services you offer (“Feedback”) to Shared, without the payment of additional consideration.

9. LINKS TO THIRD PARTY SITES

As you use the Services you may notice links to Third Party Sites. These links are for convenience only. If you use these links, you will leave the Services. Certain of these Third Party Sites may make use of Shared’s proprietary intellectual property rights (such as copyrights, trademarks, service marks, logos and trade names) under license from Shared. Shared is not responsible for the availability or content of these Third Party Sites or for any viruses or other damaging elements encountered in linking to a Third Party Site, whether or not Shared is affiliated with the owners of such Third Party Sites. In addition, the provisioning of these links to Third Party Sites is not an endorsement or approval by Shared of the organizations sponsoring such Third Party Sites or their products or services. These Terms do not apply to Third Party Sites, and you should review applicable terms and policies, including any relevant privacy policies, associated with any Third Party Sites, applications, software or services.

YOU AGREE THAT SHARED WILL NOT BE RESPONSIBLE OR LIABLE FOR ANY LOSS OR DAMAGE OF ANY SORT INCURRED AS THE RESULT OF ANY SUCH DEALINGS YOU MAY HAVE ON OR THROUGH A THIRD PARTY SITE OR AS THE RESULT OF THE PRESENCE OF ANY THIRD PARTY ADVERTISING ON THE SERVICES.

10. INDEMNITY

You agree to indemnify, defend, and hold harmless Shared and its parent, subsidiaries, affiliates, investors, sublicensees or any related companies, licensors and suppliers, and their respective directors, officers, employees, agents, representatives, contractors, and assigns, from all damages, injuries, liabilities, costs, fees and expenses (including, but not limited to, attorneys’ fees and court costs) arising from or in any way related to: (1) your use or misuse of the Services; (2) your User Content, including Shared’s or any user’s Use of your User Content consistent with these Terms; (3) your breach or other violation of these Terms, including any representations, warranties and covenants herein; or (4) your violation of the rights of any other person or entity, including, but not limited to, claims that any User Content infringes or violates any third-party intellectual property rights or other proprietary rights. Notwithstanding the foregoing, Shared reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify Shared if Shared, in its reasonable discretion, concludes that you are not adequately protecting Shared’s interests or are incapable of protecting Shared’s interests, and you agree to cooperate with Shared’s defense of these claims. You agree not to settle any matter without the prior written consent from Shared. Shared will use reasonable efforts to notify you of any such claim, action or proceeding upon becoming aware of it.

11. DISCLAIMERS

THE SERVICES, USER CONTENT, AND ANY THIRD PARTY CONTENT, SOFTWARE OR APPS MADE AVAILABLE ON OR THROUGH OR IN RELATION TO THE SERVICES, ARE PROVIDED ON AN “AS IS,” “AS AVAILABLE” “WITH ALL FAULTS” BASIS WITHOUT REPRESENTATIONS OR WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IN TERMS OF CORRECTNESS, ACCURACY, RELIABILITY OR OTHERWISE.

TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, SHARED AND ITS AFFILIATES, PARTNERS, LICENSORS, AND SUPPLIERS HEREBY DISCLAIM ALL EXPRESS, IMPLIED AND STATUTORY WARRANTIES OF ANY KIND, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM SHARED, AN EMPLOYEE OR REPRESENTATIVE OF SHARED OR THROUGH THE SERVICES WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED HEREIN. SHARED AND ITS AFFILIATES, PARTNERS, LICENSORS, AND SUPPLIERS DO NOT WARRANT THAT THE SERVICES OR ANY PART THEREOF, OR ANY PRODUCTS OR CONTENT OFFERED THROUGH THE SERVICES, WILL BE UNINTERRUPTED, OR FREE OF ERRORS, VIRUSES OR OTHER HARMFUL COMPONENTS AND DO NOT WARRANT THAT ANY OF THE FOREGOING WILL BE CORRECTED. YOU UNDERSTAND AND AGREE THAT YOU USE, ACCESS, DOWNLOAD, OR OTHERWISE OBTAIN INFORMATION, MATERIALS, OR DATA THROUGH THE SERVICES OR ANY ASSOCIATED SITES OR APPLICATIONS AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY (INCLUDING YOUR COMPUTER SYSTEM USED IN CONNECTION WITH THE SERVICES) OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OR USE OF SUCH MATERIAL OR DATA.

12. LIMITATION OF LIABILITY

IN NO EVENT WILL SHARED OR ITS OFFICERS, DIRECTORS, LICENSORS OR SUPPLIERS BE LIABLE TO ANY PARTY FOR ANY DIRECT, INDIRECT, SPECIAL OR OTHER CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH: (1) THE USE OR ACCESS OF OR INABILITY TO USE OR ACCESS THE SERVICES; (2) ANY PRODUCTS ADVERTISED, PROMOTED OR DISPLAYED ON THE SERVICES; AND (3) CONTENT MADE AVAILABLE THROUGH THE SERVICES, IN EACH INSTANCE, INCLUDING, WITHOUT LIMITATION, ANY LOST PROFITS, BUSINESS INTERRUPTION, OR OTHERWISE, WHETHER BASED IN TORT, CONTRACT OR OTHER LEGAL THEORY, EVEN IF SHARED OR ITS LICENSORS OR SUPPLIERS ARE EXPRESSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL SHARED OR ITS LICENSORS OR SUPPLIERS BE LIABLE

IN THE AGGREGATE FOR ANY DAMAGES INCURRED BY YOU THAT EXCEED THE GREATER OF (A) ONE HUNDRED DOLLARS OR (B) THE AMOUNT OF FEES YOU HAVE PAID SHARED IN THE 12 MONTHS PRIOR TO THE ACTION GIVING RISE TO THE LIABILITY.

13. LIMITATIONS; BASIS OF THE BARGAINAPPLICABLE LAW MAY NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY OR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. IN SUCH CASES, YOU AGREE THAT BECAUSE SUCH WARRANTY DISCLAIMERS AND LIMITATIONS OF LIABILITY REFLECT A REASONABLE AND FAIR ALLOCATION OF RISK BETWEEN YOU AND SHARED, AND ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN YOU AND SHARED, SHARED’S LIABILITY WILL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW. YOU UNDERSTAND AND AGREE THAT SHARED WOULD NOT BE ABLE TO OFFER THE SERVICES TO YOU ON AN ECONOMICALLY FEASIBLE BASIS WITHOUT THESE LIMITATIONS.

14. TERM AND TERMINATION

14.1. Term. These Terms, as amended, will be effective commencing with your first use, pre-registration or registration of the Services and will remain in full force and effect throughout your use of the Services.

14.2. Termination by Shared. Shared may terminate your use of the Services or any of our features or services at any time and for any reason, with or without notice, for conduct violating these Terms or upon Shared’s sole determination. You hereby agree to Shared’s broad right of termination. You agree that if your use of the Services is terminated pursuant to these Terms, you will not attempt to use the Services under any name, real or assumed, and further agree that if you violate this restriction after being terminated, you will indemnify and hold us harmless from any and all liability that we may incur therefor.

14.3. Termination by You. You are free to terminate your use of the Services at any time. You can simply choose to stop visiting or using any aspect of the Services. If you wish to terminate your account on the Services, you may do so by sending an email to help@tryshared.com or using any other account termination functionality that may be offered through the Services.

15. PRIVACY

Use of the Services is governed by Shared’s Privacy Policy at https://tryshared.com/privacy, which policy is hereby incorporated into these Terms by reference.

16. JURISDICTIONAL ISSUES

The Site and the Services are controlled and operated by Shared from its offices within the State of Washington. Shared makes no representation that materials on the Services are appropriate or available for use in other locations. Those who choose to access or use the Services from other locations, including from outside the United States of America, do so on their own initiative and are responsible for compliance with local laws, if and to the extent local laws are applicable. Access to the Services from jurisdictions where the contents or practices of the Services are illegal, unauthorized or penalized is strictly prohibited.

17. NOTICE AND PROCEDURE FOR MAKING CLAIMS OF COPYRIGHT OR OTHER INTELLECTUAL PROPERTY INFRINGEMENTS

17.1.1 If you are a copyright owner or an agent thereof, and you believe that any content posted on the Site or App infringes your copyrights, you may submit a notification pursuant to the Digital Millennium Copyright Act (“DMCA“) by providing our Designated Copyright Agent with the following information in writing (see 17 U.S.C. § 512(c)(3) for further detail):

17.1.1 A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;

17.1.2 Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works on the Site or App are covered by a single notification, a representative list of such works at the Site or App;

17.1.3 Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit Shared to locate the material;

17.1.4 Information reasonably sufficient to permit Shared to contact the complaining party, such as an address, telephone number, and, if available, an electronic mail address at which the complaining party may be contacted;

17.1.5 A statement that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and

17.1.6 A statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

17.2 The Shared Designated Copyright Agent to receive notifications of claimed infringement can be reached as follows: Copyright Agent at Shared Technologies, Inc., 220 2nd Ave S, Seattle, WA 98104, or by email at: help@tryshared.com. For clarity, only DMCA notices should go to the Shared Designated Copyright Agent. Any other feedback, comments, requests for technical support or other communications should be directed to Shared customer service. You acknowledge that if you fail to comply with all of these requirements, your DMCA notice may not be valid.

18. CHOICE OF LAW; VENUE

Any dispute arising out of or relating to this Agreement or the breach thereof shall be governed by the federal laws of the United States and the laws of the State of Washington, USA for all claims, without regard to or application of choice of laws, rules or principles. The parties hereby consent to the exclusive jurisdiction of the state and federal courts in Washington, USA, for all claims and both parties expressly waive any objections or defense based upon lack of personal jurisdiction or venue.

19. MISCELLANEOUS

19.1. Waiver. A provision of these Terms may be waived only by a written instrument executed by the party entitled to the benefit of such provision. The failure of Shared to exercise or enforce any right or provision of these Terms will not constitute a waiver of such right or provision.

19.2. Severability. If any provision of these Terms shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from these Terms and shall not affect the validity and enforceability of any remaining provisions.

19.3. Assignment. These Terms, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by Shared without restriction. Any assignment attempted to be made by you in violation of these Terms shall be void. These Terms will be binding upon and inure to the benefit of the parties hereto, and permitted successors and assigns.

19.4. No Agency. You agree that no joint venture, partnership, employment, or agency relationship exists between you and Shared as a result of these Terms or use of the Services.

19.5. Survival. The provisions of these Terms that are intended to survive the termination of these Terms by their nature will survive the termination of these Terms, including, but not limited to, Sections 4 (Service Security), 5 (Materials Submitted to the Services; License Grant from you to Shared), 7 (Other Prohibited Activities), 8 (Intellectual Property Rights), 9 (Links to Third Party Sites), 10 (Indemnity), 11 (Disclaimers), 12 (Limitation of Liability), 13 (Limitations; Basis of the Bargain), 15 (Privacy), 17 (Notice and Procedure for Making Claims of Copyright or Other Intellectual Property Infringements), 18 (Dispute Resolution), and 19 (Miscellaneous).

19.6. Headings. The heading references herein are for convenience purposes only, do not constitute a part of these Terms, and shall not be deemed to limit or affect any of the provisions hereof.

19.7. Entire Agreement. This is the entire agreement between you and Shared relating to the subject matter herein and supersedes all previous communications, representations, understandings and agreements, either oral or written, between the parties with respect to said subject matter. These Terms shall not be modified except in a writing, signed by both parties, or by a change to these Terms made by Shared as authorized in these Terms.

19.8. Disclosures. The services hereunder are offered by Shared Technologies, Inc. located at 220 2nd Ave S, Seattle, WA 98104. You may contact us by sending correspondence to the foregoing address or by emailing us at help@tryshared.com. If you are a Washington resident, you may have these Terms mailed to you electronically by sending a letter to the foregoing address with your electronic mail address and a request for these Terms.

MEMBERSHIP AGREEMENT

IMPORTANT NOTE: Our attorneys are already working to bring our existing Membership Agreement into compliance with the requirements of the PBOT Shared Electric scooter Program, if it’s not already. Shared Technologies certifies that upon permit approval our Membership Agreement will meet all BPOT criteria. The Terms of Use below reflects our current policy.

Membership Agreement
Updated April 1, 2019

THE SERVICES MADE AVAILABLE TO MEMBERS OF SHARED TECHNOLOGIES ARE PROVIDED ONLY ON THE CONDITION THAT THE MEMBER AGREES TO THE TERMS AND CONDITIONS IN THIS MEMBERSHIP AGREEMENT (“AGREEMENT”) BETWEEN MEMBER AND SHARED TECHNOLOGIES, INC. BY ACCEPTING THIS AGREEMENT OR BY USING THE SERVICES, MEMBER ACKNOWLEDGES THAT IT HAS READ, UNDERSTANDS, AND AGREES TO BE BOUND BY THIS AGREEMENT. IF THE INDIVIDUAL WHO SUBMITS AN APPLICATION DOES SO ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, THE INDIVIDUAL REPRESENTS THAT HE OR SHE HAS THE AUTHORITY TO BIND THAT ENTITY TO THE AGREEMENT.

IF YOU HAVE ANY QUESTIONS REGARDING THIS AGREEMENT OR THE SERVICES, PLEASE CONTACT SHARED TECHNOLOGIES VIA EMAIL AT HELP@TRYSHARED.COM OR BY TELEPHONE AT (253) 548-7443.

“Agreement” means this Membership Agreement.

“Application” means the Membership application process which must be completed on the Site or via the Apps in order to become a Member of Shared Technologies.

“Apps” means the Shared Technologies proprietary software applications accessible via a mobile device or computer and by which members may access the Services.

“Corporate Membership Agreement” means the agreement between a business or other legal entity and Shared Technologies to provide the Services to the employees or members of such business or other legal entity.

“Effective Date” means the date on which your Application is approved by Shared Technologies.

“Privacy Policy” means the privacy policy currently referenced at https://tryshared.com/privacy, as it may be updated by Shared Technologies from time to time.

“Rate Schedule” means the rate schedule currently referenced at https://tryshared.com/prices, as it may be updated by Shared Technologies from time to time, and which is expressly incorporated herein by reference.

“Rules Schedule” means the rules schedule currently referenced at https://tryshared.com/rules, as it may be updated by Shared Technologies from time to time, and which is expressly incorporated herein by reference.

“Scooter” means the vehicle or other transportation device provided by Shared Technologies to Member in accordance with the Membership.

“Shared Technologies” means Shared Technologies, Inc., a Delaware corporation with its principal place of business at 220 2nd Ave S, Seattle, WA 98104, USA.

“Services” means the Shared Technologies services as described in the Application and made available through the Site or the Apps.

“Site” means the Shared Technologies web site located at https://tryshared.com.

“Member” means an individual that has submitted an Application, registered for a Member Account and been approved for Membership.

“Member Account” means a web-based portal provided by Shared Technologies that is used by Member to manage its Membership, billing information and other Member information (e.g., name, address, email address, use privileges).

“Membership” means a non-exclusive, nontransferable right to use the Services in accordance with and subject to the terms and conditions of this Agreement.

“Membership Fees” means the agreed upon fees set forth in an Application, and as adjusted from time to time and described in the Rate Schedule. Membership Fees may be reduced or waived, depending on the Member’s initial sign up offer.

“Membership Term” means the agreed upon time period set forth in an Application, and all subsequent renewal periods.

“Orientation” means training provided by Shared Technologies, for no additional charge, to Members to orient Members with the scooters and their appropriate use.

The Services

Membership. Contingent on Shared Technologies acceptance of Member’s Application, Member’s fulfillment of its payment obligations, and subject to the terms and conditions of this Agreement and the successful completion of Orientation, Shared Technologies will provide Member the Services as set forth in the Application for the Membership Term. Member may use the Services solely for Member’s own purposes (not for the benefit of any other person or entity) during the Membership Term, provided Member has paid and continues to pay any Membership Fees, if applicable. If a business or other legal entity has entered into a Corporate Membership Agreement, the Member’s covered by that Corporate Membership Agreement may use the Services solely for the purposes set forth in the Corporate Membership Agreement and Shared Technologies shall not be responsible for communicating such allowable uses to such Members.

Purpose of the Agreement. This Agreement is a vehicle-sharing service subscription agreement between Shared Technologies and Member, but does not in itself confer any right of use of the scooters. The Member may use scooters belonging to Shared Technologies after registering and being approved for a Membership and paying any corresponding Membership Fees, if applicable. The Member does not, by this Agreement or otherwise, acquire any rights of ownership or control over Shared Technologies, its operations or finances, or any vehicle or other transportation device made available for use by Members.

Shared Technologies is the owner of the Shared and any item it makes available to Member during the term of this Agreement.

Changes to Member’s Membership. Shared Technologies retains the right to change, limit, or deny the Services to a Member for any reason at any time.

Eligibility

To be eligible for the Services, the Member must:
Own or control a mobile device that is compatible with the Apps and the scooters, or have the ability to access programs for non-smartphone options or cash payments. Member is responsible for obtaining at its own expense all equipment and services needed to access the Services via such mobile device. Member understands that its wireless carrier may charge it certain fees for data, text messaging, and other wireless access or communications services. Shared Technologies does not guarantee that the Apps can be accessed through all wireless devices or service plans or are available in all geographical locations.

Be at least 18 years old. Riders may be required to attend in-person orientation. To the extent permitted by law, agree to allow Shared Technologies to track Member’s movements whenever the App is running on Member’s mobile device. The use and collection of such information will be governed by Shared Technologies’ Privacy Policy. Shared Technologies may request Member feedback on their usage, experience, satisfaction and potential future interest in greater use or possible ownership of a low speed vehicle.

Satisfying the eligibility criteria does not automatically give an applicant the right to become a Member. Acceptance of the person’s Application is subject to approval by Shared Technologies in its sole discretion.

Security Deposit.

Members are not required to pay a security deposit.

Fees.

The Member agrees to pay to Shared Technologies the Membership Fees (when applicable) and other charges and fees.

RENEWAL: IF YOU SELECT A MEMBERSHIP PLAN THAT INCLUDES A MONTHLY MEMBERSHIP FEE, SHARED TECHNOLOGIES WILL IMMEDIATELY CHARGE THE MONTHLY PAYMENT TO YOUR SELECTED PAYMENT METHOD FOR THE FIRST MONTH, AND WILL RENEW SUCH MEMBERSHIP AUTOMATICALLY AT THE END OF THE MONTHLY PERIOD, AND CHARGE THE MONTHLY MEMBERSHIP FEE FOR SUCCESSIVE MONTHS, UNLESS YOU CANCEL YOUR MEMBERSHIP, OR SELECT A DIFFERENT PLAN, WITHIN 30 DAYS OF SELECTING YOUR MEMBERSHIP PLAN.

No Refunds.

All fees relating to the Membership, including any Membership Fees, if charged, and other costs and fees as provided in this Agreement and the Rate Schedule are final and nonrefundable.

Method of Payment.

Member shall pay all fees and costs incurred when due, including application fees (if applicable), Membership Fees (if applicable), and other costs and fees as provided in this Agreement and the Rate Schedule. Member agrees that Shared Technologies may charge Member’s selected payment method for any such payments. Shared Technologies accepts payments through payment methods detailed on the applicable payment screen, which may include various credit cards, Stripe, Square, and PayPal. Member may be asked to provide Shared Technologies with a credit card number from a card issuer that Shared Technologies accepts in order to activate and/or pay for any fees related to the Services.

Pre-Authorization.

Shared Technologies may seek pre-authorization of Member’s credit card account prior to a fee or cost becoming due to verify the credit card is valid and/or has the necessary funds or credit available to cover such fees or costs. Such pre-authorization may be in an amount up to the full replacement cost of a scooter. These pre-authorizations will reduce Member’s available balance by the authorization amount until it is released or reconciled with the actual charge. Member should contact its card issuer if it has additional questions regarding when an authorization amount will be removed from a statement. Charges occur within a reasonable time of the transaction or shortly thereafter, and multiple charges during the same period may be aggregated together. Shared Technologies does not accept payment forms other than those specified on the applicable payment screen.

Taxes.

Member is responsible for paying any governmental taxes imposed on Member’s use of the Services, including, but not limited to, sales, use or value-added taxes. To the extent Shared Technologies is obligated to collect such taxes, the applicable tax will be added to Member’s bill.

Disputed Charges.

MEMBER AGREES TO SUBMIT ANY DISPUTES REGARDING ANY CHARGE TO MEMBER IN WRITING TO Shared Technologies WITHIN 30 DAYS OF SUCH CHARGE, OTHERWISE SUCH DISPUTE WILL BE WAIVED AND SUCH CHARGE WILL BE FINAL AND NOT SUBJECT TO CHALLENGE.

Delinquent Accounts.

Any Member Account which is delinquent will be suspended or terminated solely at Shared Technologies’ discretion. Any credit card which is rejected may result in suspension or termination of Member’s Membership solely at Shared Technologies’ discretion. The Member must notify Shared Technologies in the event of the credit card on record being changed, expiring, or being no longer valid and replace it with a valid credit card. Shared may seek third party assistance with unpaid or delinquent accounts if the Member does not pay outstanding charges.

Damages; Liability Coverage; Collision Damage Fee Waiver

Damages.

Member is responsible for any damage caused to Shared Technologies’ property (up to $500) during the entire time a Member is responsible for a scooter if such damage is determined to be the fault of Member or not otherwise attributed to a third party. Member is additionally responsible for the full cost of any damage caused to each and every third party and/or each and every third party’s property and/or person during the entire time a Member is responsible for a scooter if such damage is determined to be the fault of Member or not otherwise attributed to a third party. Each and every claim for property damage or personal injury by each individual involved is paid separately with its own deductible. Shared’s coverage is contingent on the Member paying any and all $500 deductibles per each claim.

Liability Coverage.

Shared Technologies provides liability coverage for damages arising from a Member’s use of scooters if the Member complies with all rules and requirements of the Membership Agreement.

The member agrees to use their own motor vehicle insurance as the primary insurance if available. The Member is required to pay for the first $500 of damages for each and every claim to any and all third parties for which the Member is liable, including separate charges for property and personal damages for each and every third party claim. Each and every claim for property damage or personal injury by each individual involved is paid separately with its own deductible. Shared and our insurance provider offer coverage to the Member for up to $1,000,000 of third party liability. Damages beyond these levels, in addition to the first $500 of damages per claim mentioned above, are the responsibility of the Member. However, such liability coverage does not cover damage due to Member’s breach of this Agreement and in such an event Member will be responsible for the full cost of such damage. The Member must obtain a police report on the accident in order to benefit from Shared Technologies’ liability coverage or excess liability insurance. Shared’s coverage is contingent on the Member paying any and all $500 deductibles per each claim that arises out of an incident. Your own auto or umbrella policies or credit card coverage may provide coverage for damage to you, to Shared Technologies’ property or third parties.

Duties and Responsibilities of Member

Orientation.

Member agrees to complete Shared Technologies’ Orientation. Member’s Membership will not be activated until Member successfully completes Orientation. Successful completion is determined solely in Shared Technologies’ discretion.

Acknowledgment.

The Member declares to Shared Technologies that it has received all reasonable explanations of the content of this Agreement, the Rules and the Rate Schedule currently in force and that it has taken all reasonable and prudent measures to ensure that it has correctly understood all of its commitments and obligations.

Rules.

Member agrees to follow all rules set out in the Rules Schedule as set forth at https://tryshared.com and hereby expressly incorporated herein.

Reporting of Accidents and Cooperation.

If, while Member is in possession of a scooter, the scooter is involved in an incident that results in injury or damage to a third party or third party property, Member must, as soon as possible, but in any event within 1 hour, notify 911 (if appropriate), contact the police and fill out an official police report, contact Shared Technologies immediately and provide the following information to Shared Technologies:

Date, time and location of incident;
Identification information for any other vehicles involved (e.g., license plate, vehicle identification number, make and model);
Insurance information for third party vehicles involved (e.g., policy number, name, address and phone number of insurance agent);
Contact information for third parties involved and owners of involved vehicles, if different (e.g., name, address, phone number, driver’s license number);
Contact information for witnesses (e.g., name, address, phone number);
Your insurance company’s information if you have a motor vehicle policy; and,
Circumstances surrounding event.
Member must not, without Shared Technologies’ prior written consent, make or give any offer, promise of payment, settlement, waiver, release, indemnity, or admission of liability in relation to the incident.

In the event of injury or damage to a scooter, a third party or third party property, Member agrees to cooperate fully with Shared Technologies’ investigation of such event and the defense of any resulting claim or litigation. If a Member fails to cooperate with Shared in investigating or defending against a claim, then Shared reserves the right to revoke coverage for third parties or any other claims against the rider.

Member agrees that Shared Technologies or its insurer may at its own cost bring, defend, enforce, or settle any legal proceeding against a third party in Member’s name in relation to the incident.

Indemnification & Limitation of Liability

Member agrees to indemnify, defend, and hold Shared Technologies harmless from all losses, liabilities, damages, injuries, claims, demands, costs, attorneys’ fees, and other expenses incurred by Shared Technologies arising from or related to Member’s use of a Shared or any person permitted by Member to use a scooter.

Indemnification of Shared Rental Locations.

The Member agrees to indemnify and hold harmless third party garages or locations where Shared Technologies parks scooters for Members to pick up, drop off, or otherwise operate during the course of their reservation or while present at said locations using the Shared app and/or with any purpose associated with their Shared membership.

LIMITATION OF SHARED TECHNOLOGIES’ LIABILITY.

Except to the extent THAT ANY LOSS OR DAMAGE IS due SOLELY to SHARED TECHNOLOGIES' Negligence: SHARED TECHNOLOGIES MAKES NO WARRANTY EXPRESS OR IMPLIED AS TO ANY MATTER WHATSOEVER INCLUDING, WITHOUT LIMITATION, THE CONDITION OF A SHARED, ITS MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. SHARED TECHNOLOGIES IS NOT LIABLE FOR ANY INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF MEMBER’S USE OF A SCOOTER.

Shared Technologies shall not be responsible for any loss of, or damage to, any goods in or on the scooter, including Member’s mobile device that is running the App, nor shall it be responsible for any loss or damage to third parties for the actions taken by any Member during the period the Member is responsible for a scooter.

Membership does not guarantee the availability of a scooter for use by Member. The use of scooters by Members is subject to availability, on a first-come, first-served basis, and although Shared Technologies makes an effort to meet the demand for scooters by Members, Shared Technologies cannot guarantee that supply will be adequate to provide a scooter to Member at any given time. Shared Technologies cannot and does not guarantee the availability or functionality of a scooter, whether or not reserved, and shall not be responsible for any direct, indirect, incidental or consequential damages or injuries arising from the reservation, non-availability, supply, operation or use of a scooter, even if it has been advised of the possibility of such damages.

Shared Technologies shall not be responsible for direct, indirect, incidental or consequential damages or injuries arising from the use of any scooter accessories supplied by Shared Technologies (e.g., helmet, lock). The Member is responsible for the safe use of such accessories and must check their condition before each use. If any accessory is found not to be in good condition or working order, Member should not use such accessory and should promptly notify Shared Technologies and request a replacement.

ANY USE OF A SCOOTER THAT IS PROHIBITED BY THIS AGREEMENT VOIDS ALL INSURANCE, ACCIDENT, OR LIABILITY COVERAGES; MAKES SHARED SUBJECT TO IMMEDIATE RECOVERY BY SHARED TECHNOLOGIES WITHOUT NOTICE TO MEMBER; AND MAKES MEMBER RESPONSIBLE FOR ALL LOSS OR DAMAGE TO, OR CONNECTED WITH THE SHARED, INCLUDING SHARED TECHNOLOGIES’ EXPENSES, TO THE EXTENT THAT SUCH LOSS OR DAMAGE IS DUE TO SUCH PROHIBITED USE.

Changes to the Agreement, Term, Notices

Shared Technologies reserves the right to revise this Agreement in its sole discretion at any time and shall give notice to Member of such revisions. Notice will be considered given when the revised Agreement is posted to the Site or on the Apps or when sent by email to the Member email address on file with Shared Technologies. Any revisions to the Agreement are effective upon such notification. The Agreement will be identified as of the most recent date of revision. Member should visit this page regularly to ensure its continued acceptance of this Agreement. Member’s continued use of the Services after any revision to these Terms constitutes its binding acceptance of the revised Agreement. No revisions to this Agreement will apply to any dispute between Member and Shared Technologies that arose prior to the date of such revision.

Term and Termination of the Agreement; Renewal.

The Agreement shall be in force upon Shared Technologies acceptance of Member’s Application, payment of applicable fees, and completion of Orientation and shall remain in force until terminated pursuant to this Section 9 or as otherwise provided in the Agreement, as applicable.

Termination by Member.

Member may terminate this Agreement at any time without cause upon one week written notice to Shared Technologies. In order to be effective, notice of termination must be sent to Shared Technologies by email at help@tryshared.com.

Termination by Shared Technologies.

Without Cause. Shared Technologies may terminate this Agreement at any time without cause upon one week written notice to Member.

For Cause.

This Agreement shall be automatically and immediately terminated, upon written notice by Shared Technologies to the Member if the Member: is not paying its debts as such debts generally become due; becomes insolvent; files, or has filed against it, a petition (or other document) under any bankruptcy law or similar law that is unresolved within sixty (60) days after the filing of such petition (or document); proposes any dissolution, liquidation, composition, financial reorganization or recapitalization with creditors; makes a general assignment for the benefit of creditors; if a receiver, trustee, custodian or similar agent is appointed or takes possession of any of its property or business; or is convicted of a driving-related criminal offense (e.g., such as driving under the influence of alcohol or controlled substances, hit-and-run, reckless driving).

Shared Technologies may, at any time, without notice, immediately terminate the Agreement if the Member fails to pay any sum due under the Agreement or the Rate Schedule.

Shared Technologies may, at any time, without notice, immediately terminate the Agreement if the Member does not comply with any term or condition specified in the Agreement or the Site or Apps.

In case of termination, the Member agrees to return immediately to Shared Technologies any Shared, or any other article Member might have in its possession under the Membership.

Member agrees to pay any attorneys’ fees, court costs or costs of other legal procedures necessary for Shared Technologies to recover any amounts due and owing, the Shared or any other object the Member might have in its possession under this Agreement.

Member shall be responsible for any fees or costs incurred up to and including the date of termination.

Penalties.

In addition to all its other rights and recourses set out in the Agreement, Shared Technologies reserves the right to impose service fees on the Member, in case of non-observance by the Member of any provision of this Agreement, in the manner and amounts specified in the Agreement and/or the Rate Schedule.

Choice of Law; Venue.

Any dispute arising out of or relating to this Agreement or the breach thereof shall be governed by the federal laws of the United States and the laws of the State of Washington, USA for all claims, without regard to or application of choice of laws, rules or principles. The parties hereby consent to the exclusive jurisdiction of the state and federal courts in Washington, USA, for all claims and both parties expressly waive any objections or defense based upon lack of personal jurisdiction or venue. The prevailing party to such dispute shall be entitled to recover its reasonable costs incurred in prosecuting or defending against such dispute, including its reasonable attorneys’ fees and experts’ fees.

Notices.

Member must provide any notice required in accordance with this Agreement via the Member Account or the following email address: help@tryshared.com. Shared Technologies’ routine communications regarding the Services and any legal notices will be sent to the Member either electronically (via Member Account, the Member email address on record or by text message to the Member’s mobile device using the number provided by Member), by United States mail or by courier, except that Shared Technologies may give notice of an amendment to the Agreement by posting the notice on the Site, the Member Account, or by email to the email address on record. By providing Member’s mobile telephone number to Shared Technologies, Member consents to receive text messages from Shared Technologies relating to the provision of the Services. Notices are deemed received as of the time delivered. Shared Technologies may periodically send Member messages of an informational or advertising nature via email. Member may choose to “opt-out” of receiving these messages by selecting the “opt-in” or “opt-out” link, as the case may be, at the foot of every such email, or by replying to a text message with the word STOP. Member acknowledges and agrees that notwithstanding Member’s request to opt out from such messages, Shared Technologies may still send and Member may still receive emails or text messages reasonably required for the proper conduct of the Services. If Member does not wish to receive any messages from Shared Technologies, Member must terminate its Membership and cease using the Services.

Data Breach Notification.

Notwithstanding Member’s determination to opt-out of receiving electronic messages or cease use of the Services, Member agrees that in the event an incident occurs in which a third party obtains unauthorized access to Member’s personal data provided to Shared Technologies, Member agrees that should Shared Technologies become legally obligated to provide notice of such unauthorized access Shared Technologies may provide such notice to Member electronically by using the email address or mobile telephone number provided by Member.

Miscellaneous Provisions

Privacy.

Use of the Services is governed by Shared Technologies’ Privacy Policy located at https://tryshare.com/privacy, which policy is hereby expressly incorporated into this Agreement by reference.

Corporate Membership Agreement.

Under this Agreement, an employee or member of a business or other legal entity has entered into a Corporate Membership Agreement shall be treated as a Member for purposes of this Agreement. The entity and such Member are jointly and severally responsible for their commitments to Shared Technologies and for any claim or other action Shared Technologies might take against them.

Assignment.

This Agreement, and any rights and licenses granted hereunder, may not be transferred or assigned by Member, but may be assigned by Shared Technologies without restriction. Any assignment attempted to be made by Member in violation of this Section 13.b. shall be void. This Agreement will be binding upon and inure to the benefit of the parties hereto, and permitted successors and assigns.

No delay or omission by Shared Technologies to exercise any right or power occurring upon any noncompliance or default by the Member with respect to any of the terms of this Agreement shall impair any such right or power or be construed to be a waiver thereof. A waiver by Shared Technologies of any of the covenants, conditions, or agreements to be performed by the Member shall not be construed to be a waiver of any succeeding breach thereof or of any covenant, condition, or agreement herein contained. Unless stated otherwise, all remedies provided for in this Agreement shall be cumulative and in addition to and not in lieu of any other remedies available to either party at law, in equity, or otherwise.

Severability.

If any part of this Agreement is found invalid or unenforceable by a court of competent jurisdiction, the remainder of this Agreement shall be interpreted so as to reasonably affect the intention of the parties. The parties further agree to substitute for the invalid provision a valid provision that most closely approximates the intent and economic effect of the invalid provision.

Force Majeure.

Neither party will be liable for any delay or failure in performance to the extent the delay or failure is caused by events beyond the party’s reasonable control, including, a significant failure of the Internet, fire, flood, acts of God, explosion, war or the engagement of hostilities, strike, embargo, labor dispute, government requirement, civil disturbances, or civil or military authority.

Entire Agreement.

This Agreement constitutes the entire agreement between the parties hereto regarding the subject matter contained herein and the parties acknowledge that they have not relied on any promise, representation, or warranty, express or implied, that is not contained in this Agreement. Shared Technologies is not obligated under any other agreements unless they are in writing and signed by an authorized representative of Shared Technologies.

If there is a conflict between the terms of the Application or a Schedule and the Agreement, the Agreement will govern.

Independent Contractors.

Shared Technologies is an independent contractor and neither party is an agent of the other and neither party has the right to bind the other on any agreement with a third party.

Headings; Captions.

The headings and captions used herein are for convenience only and are not part of the Agreement.

RULES SCHEDULE

In addition to the rules and obligations set forth in the Membership Agreement, Members are required to abide by the rules set forth in this Rules Schedule. By becoming a Member, you are deemed to have accepted and agree to abide by the rules set forth below. Failure to abide by this Rules Schedule may result in suspension or termination of your Membership.

Terms used herein, shall have the same meaning as given in the Membership Agreement.

Who May Operate a scooter

Only Members in good standing may operate a scooter. Non-Members are expressly prohibited from operating a scooter. Subletting or re-letting of the scooter to another person, even to another Member, is expressly prohibited.

Only persons over the age of 18 years old may become a Member and may operate a scooter.

Persons over 250 pounds may not operate a scooter, as such weight exceeds the maximum weight limit.

Only one person may ride a scooter at a time.

Prohibited Uses

Scooters shall not be used as follows:

By anyone not wearing a helmet
To carry a passenger, unless the member has a motorcycle license and the vehicle is designed to carry two people (SHARED and SHARED cargo, cannot carry passengers;
To propel or tow any vehicle, trailer, or other object;
To instruct an any person in the operation of a Shared (send them to Shared’s in-person orientation);
To “lane split” in moving traffic – riding between lanes of traffic or lanes of traffic and parking in order to pass other vehicles while those vehicles are also moving;
To ride in designated bicycle lanes;
To transport animals of any kind or nature, living or otherwise;
During a race, competition or to perform tricks;
For the primary purpose of transporting people or operating a taxi service;
By a Member while under the influence of drugs or alcohol;
During the commission of a crime or other illegal activity;
In a negligent or abusive manner or for any use outside the scope of a Shared’s intended purpose (violating a traffic law, or receiving a ticket in an accident is not automatically a violation of this provision, but may be an indication that a violation of this provision has occurred);
By anyone who has provided Shared Technologies with false information in order to become or remain a Member;
Outside the boundaries of the City of Portland, on the Springwater Corridor, and within Portland parks, including the Waterfront Park Trail, and Eastbank Esplanade;
To carry over 40 pounds of cargo;
On sidewalks (when applicable) or other prohibitive locations set forth by local laws.
While there is inclement weather, including heavy rain, snow, electrical storms or strong wind, which make it more dangerous to operate a scooter; or
While texting, emailing, using a cell phone, or otherwise using a mobile device other than to operate the Shared that may distract from driving safely or otherwise engaging in any activity that may be prohibited by law.
The foregoing list is not intended to be exhaustive and any unreasonable or inappropriate use of a scooter, as determined by Shared Technologies in its sole discretion, or any violation of law will be deemed to be a violation of this Rules Schedule.

Reserving Scooters

Scooters are available to Members on a first-come-first-served basis or via reservation.

Members using a Shared on a first-come-first-served basis will be billed for the time they use the Shared according to the Rate Schedule.

If a reservation is made available by Shared Technologies, Members shall make such reservation via the Site or an App in advance of use and will be billed at the time of the reservation. Reservations can be extended via the Site or App. Members may cancel or change an existing reservation via the Site or App until fifteen minutes after the reservation was made.

Scooter Use

Member must park the Scooter in an approved location secured, clean and in good working condition.

Prior to taking possession of a Shared, Member must inspect the Shared for evidence of damage and disrepair (e.g., obvious dents, flat tires, out of service brake lights, turn signals, and working brakes). If any damage or disrepair is discovered, Member must notify Shared Technologies immediately to avoid being held responsible for such damage or disrepair. If Member fails to report any evidence of damage prior to using the Shared, Member may be liable for the cost of repairing the Shared.

For Member’s own safety, Member is prohibited from operating a Shared if any of the following equipment is not in good working order: tires, brakes, lights and signals, or mirrors.

Members are responsible for all charges and costs incurred, and any damages, related to the Shared from the time a Member activates a Shared until the Shared is returned and secured at its designated location.

Members must operate the Shared in accordance with the Orientation received and any operation manuals provided by Shared Technologies.

Member must notify Shared Technologies immediately in the event that the scooter: malfunctions; is damaged; or is stolen. In the event that, through no fault of Member, the scooter malfunctions or is damaged to an extent that it is no longer serviceable and Member is no longer able to return the scooter to a designated location or the scooter is stolen, the Member may use an alternate form of transportation, like a taxi, and Shared will give the Member ride credit of up to $10.

Member is responsible for any violations, including but not limited to traffic violations incurred, including fines for late payment and any processing fees, due to Member’s use of a scooter. Member agrees to pay for all violations incurred. Such violations must be reported to Shared Technologies as soon as reasonably possible, but in any event, in advance of the deadline to respond to the notice of violation. If Member fails to pay for any violations incurred, and Shared Technologies pays such violations, member agrees that Shared Technologies may charge member’s payment method on record in accordance with the Agreement.

RATE SCHEDULE

This schedule will be changed from time to time as Shared Technologies makes changes to its service without advance notice. Members are responsible for reviewing the price estimates before riding and reviewing changes to ride costs emailed, posted in the app, or otherwise communicated to the Member. Ride estimates are based on the first 30 minutes of a Member’s ride only.

Members may be charged a one-time signup fee that currently varies from $0-79. Use Fees:
For rides on scooters
Price to ride a Shared scooter is $1 to unlock and $0.25 per minute. Some rides may be further discounted based on Shared’s discretion.

Fees and Penalties

Parking citations or traffic violations during or after your trip: +$10. You are responsible for any parking citations or traffic violations that occur as a result of your use of a SHARED during your ride or after you drop off. If you get a ticket and know it, please go ahead and pay it, and let Shared know. Otherwise, Shared will get a bill and we’ll add the ticket to your account, plus a $10 service fee. If you attempt to dispute a ticket with the issuing authority, you must pay Shared first and we’ll refund the payment only if you’re successful in your dispute. Please know that Shared gets notices of citations in bulk and it may take more than a month before we notify you of your citation. When in doubt, park carefully.

Leaving your scooter unlocked: $25. If you forget to lock up your scooter it could get stolen, which is bad. We will charge you a $25 fee for re-securing your scooter.

Loss or damage to scooters due to improper or illegal parking: $100+. You are responsible for parking in proper and legal locations. If you dispute this charge and you succeed, Shared will refund your fees and any citations if you provide proof. Please park correctly!

Safety violations: $25. If you ride without a helmet, carry a passenger, let someone else ride your scooter, or use your scooter in any other way that is unsafe to you or others, including moving violations while riding, we will charge you a $25 fee and may limit your use of the service.

Lost or Damaged Equipment Costs:

Damage Fee/Deductible: Up to $500 per scooter. Accidents happen. If you report the damage to Shared and pay your deductible(s), then we will not charge you more than these amounts (and usually much less). We don’t make money on repairs and often give Members discounts. Damage fees/deductibles for scooters do not include deductibles for third party injuries or property damage, which also have a $500 deductible for each claim. Shared’s coverage is contingent on the Member paying any and all $500 deductibles per each claim that arises out of an incident.

Stolen scooter: If your scooter is stolen during your rental and we are unable to recover the vehicle through our tracking technology or other means, Shared Technologies may charge you $500 for the scooter. If your scooter is stolen due to your actions, you may be liable for up to $500.