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 this Corporate Partner Agreement (this “Agreement”). To participate in the Program, the participating party (“Company”) must review and accept 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 unless otherwise agreed upon pursuant to the Company’s Annual Subsidy selection.
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. 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. Company hereby grants to 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. 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.
8) Miscellaneous
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 the bikeshare system’s website.