www.join2cents.com

TERMS OF USE

BIKEPATH, INC.
Last Updated: August 15, 2021

THESE TERMS OF USE (“TERMS OF USE”) SHALL CONSTITUTE THE ENTIRE AGREEMENT BY AND BETWEEN BIKEPATH, INC., A DELAWARE CORPORATION, AND/OR ITS SUBSIDIARIES, AFFILIATES, AND ASSIGNS (COLLECTIVELY, “BIKEPATH”), AND ANY PERSON, ENTITY, AND/OR USER (EACH, A “USER”) INDIRECTLY OR DIRECTLY ACCESSING www.join2cents.com, ITS CONTENTS, ANY PLATFORM, AND ANY RELATED WEBSITE(S) AND/OR APPLICATION(S), MOBILE OR OTHERWISE (COLLECTIVELY, THE “SITE”). THESE TERMS OF USE TAKE ABSOLUTE PRECEDENCE AND PREVALENCE OVER ANY TERMS OF USE OF THE USER. ACCESSING THE SITE SHALL CONSTITUTE ACKNOWLEDGEMENT AND ASSENT BY THE USER TO THESE TERMS OF USE. THE USER ACKNOWLEDGES AND AGREES THAT THE USER HAS READ AND UNDERSTANDS AND AGREES TO BE BOUND BY THESE TERMS OF USE. IN THE EVENT OF ANY INCONSISTENCIES BETWEEN ANY UNDERSTANDINGS OR REPRESENTATIONS, ORAL OR WRITTEN, AND/OR ANY PRIOR OR CONTEMPORANEOUS AGREEMENTS, INCLUDING, WITHOUT LIMITATION, ANY INVOICE, APPLICATION, ORDER, AGREEMENT, AND/OR ANY DOCUMENT(S) ANCILLARY TO THE FOREGOING, AND THESE TERMS OF USE, THESE TERMS OF USE SHALL CONTROL. BIKEPATH AND THE USER EXPRESSLY AGREE THAT BIKEPATH MAY MODIFY THESE TERMS OF USE FROM TIME TO TIME, AND SUCH MODIFICATIONS SHALL BE BINDING UPON THE USER AS OF THE DATE OF SUCH MODIFICATIONS. THESE TERMS OF USE EXCLUSIVELY GOVERN THE ACCESS AND/OR USE OF THE SITE BY USER AND REPRESENTS THE ENTIRE AGREEMENT BETWEEN USER AND BIKEPATH WITH RESPECT THERETO. BIKEPATH EXPRESSLY OBJECTS TO AND REJECTS OTHER TERMS OR CONDITIONS THAT MAY BE PROPOSED BY USER IN ANY FORM THAT ARE IN ADDITION TO OR OTHERWISE NOT CONSISTENT WITH THESE TERMS OF USE.

  1. User Acknowledgements. By accessing the Site, the User acknowledges and agrees to the following:

    1. Any and all transactions are final.

    2. Payments are nonrefundable and there are no refunds or credits.

    3. User is fully liable for all charges related to the Site.

    4. User acknowledges that Bikepath expressly disclaims the profitability related to use of and/or access to the Site.

    5. The Site is intended solely for Users who are 18 or older and who satisfy the criteria described herein.

    6. The Site is operated from the United States of America, and if the User is not located in the United States of America, then by accessing the Site, the User agrees to utilize an interface and services which are not located in, and may not be subject to the regulatory jurisdiction of, the country in which the User resides.

    7. Bikepath does not guarantee uninterrupted, secure access to any part of the Site, and the operation thereof may be disturbed by numerous factors beyond Bikepath’s control.

  2. User Restrictions. User acknowledges and agrees in connection with User’s use of the Site that User shall not:

    1. Provide false, inaccurate, or misleading information;

    2. Use, or attempt to use, the Site to harass, abuse, or harm, or advocate or incite harassment, abuse or harm of another person or group;

    3. Partake in any transaction involving the proceeds of illegal activity;

    4. Violate or assist in the violation of any applicable law, statute, ordinance, or regulation;

    5. Intentionally try to defraud Bikepath or its Users;

    6. Take any action that interferes with, intercepts, or expropriates any system, data, or information;

    7. Transmit or upload any malicious software or program;

    8. Attempt to gain unauthorized access to other accounts, the Site or any related networks;

    9. Disrupt the Site in any manner; or

    10. Use the Site if User is located in, or a citizen or resident of any state, country, territory or other jurisdiction that is embargoed by the United States of America, the European Union, or where use of the Site would be illegal or otherwise violate any applicable law.

  3. User Representations and Warranties. The User represents and warrants that such User:

    1. is of legal age to form a binding contract (at least 18 years old);

    2. has not previously been suspended or removed from using the Site;

    3. is not identified as an individual who is restricted or barred from conducting banking or financial transactions, in any jurisdiction or under any applicable laws;

    4. is not a citizen or resident of any jurisdiction where use of the Site would be illegal or otherwise violate any applicable law and that User will not use the Site while located in any such jurisdiction;

    5. is not placed on any list of suspicious persons banned from traveling or conducting business or financial transactions in any jurisdiction; and

    6. has full power and authority to agree to these TERMS OF USE.

  4. The Site. The Site is the exclusive property of Bikepath. The Site is protected, without limitation, pursuant to U.S. and foreign intellectual property laws, including, without limitation, copyright and trademark laws. Bikepath hereby grants the User a limited, non-sublicensable right to access and make use of the Site. The foregoing right is hereby granted to the User only to the extent such User’s indirect or direct use of the Site does not violate these TERMS OF USE. Upon such violation, the foregoing right of access and use shall terminate immediately and without the need for any action on the part of Bikepath. The User shall not modify copy, reverse engineer, decompile, create derivative works, distribute, republish, commercially exploit, or upload any of the Site and/or the material on the Site without prior, written consent from Bikepath. No intellectual property or other rights in and to this Site -- other than the limited right to use set forth above -- are transferred to the User. Bikepath expressly reserves the right, at any time, to change or discontinue any content or feature of the Site made available through the Site without notice; charge fees in connection with the use of the Site; modify and/or waive any fees charged in connection with the Site; and/or offer opportunities to some or all Users. The User expressly agrees that Bikepath shall not be liable for any such modification, suspension or discontinuance of the Site or of any content, or feature offered through the Site.

  5. Taxes; Fees. It is each User’s sole responsibility to determine what, if any, taxes apply to the payments a User makes or receives, and to collect, report, and remit the correct tax to the appropriate tax authority. Bikepath is not responsible for determining whether taxes apply to any transaction, or for collecting, reporting, or remitting any taxes arising from any transaction. In consideration for access to the Site, Bikepath may charge a User fees, including, without limitation, transaction fees, recurring fees, or other types of fees. The amounts of fees and their description are provided on the Site. Fees are subject to revision by Bikepath with or without prior notification. Each User hereby acknowledges the foregoing and agrees to pay all the applicable fees and any other amounts incurred by such User or on such User’s behalf through the Site, in the amounts that are in effect when such fees are incurred. Each User may be asked to supply certain information relevant to fees including, without limitation, credit card numbers, the expiration date of such credit card, billing address, and shipping information. EACH USER REPRESENTS AND WARRANTS THAT SUCH USER HAS THE LEGAL RIGHT TO USE ANY CREDIT CARD(S) OR OTHER PAYMENT METHOD(S) UTILIZED IN CONNECTION WITH ANY USE OF THE SITE. By submitting such information, each User grants to Bikepath the right to provide such information to third parties (the “Payment Processor”) for purposes of facilitating the payment of fees (“Transaction”). Verification of information may be required prior to the acknowledgment or completion of any Transaction. Use and storage of that information is governed by the Payment Processor’s applicable terms of service and privacy policy. PAYMENTS ARE NONREFUNDABLE AND THERE ARE NO REFUNDS OR CREDITS. EACH USER IS FULLY LIABLE FOR ALL CHARGES TO SUCH USER’S ACCOUNT, INCLUDING ANY UNAUTHORIZED CHARGES. EACH USER ACKNOWLEDGES THAT BIKEPATH IS NOT REQUIRED TO PROVIDE A REFUND FOR ANY REASON.

  6. Mobile Software. Subject to the “Beta Testing” section set forth herein below, Bikepath, from time to time, may make available software to access the Service via a mobile device (“Mobile Software”). To use the Mobile Software, a User must have a mobile device that is compatible with the Mobile Software. Bikepath does not warrant that the Mobile Software will be compatible with a User’s mobile device. Bikepath hereby grants a User a limited, non-exclusive, non-transferable, revocable license to use a compiled code copy of the Mobile Software for the account owned or leased solely by a User for such User’s sole use. A User may not: (i) modify, disassemble, decompile or reverse engineer the Mobile Software, except to the extent that such restriction is expressly prohibited by law; (ii) rent, lease, loan, resell, sublicense, distribute or otherwise transfer the Mobile Software to any third party or use the Mobile Software to provide time sharing or similar services for any third party; (iii) make any copies of the Mobile Software; (iv) remove, circumvent, disable, damage or otherwise interfere with security-related features of the Mobile Software, features that prevent or restrict use or copying of any content accessible through the Mobile Software, or features that enforce limitations on use of the Mobile Software; or (v) delete the copyright and other proprietary rights notices on the Mobile Software. Each User acknowledges that Bikepath may, from time to time, issue upgraded versions of the Mobile Software and may automatically electronically upgrade the version of the Mobile Software that a User is using on such User’s mobile device. Each User consents to such automatic upgrading on such User’s mobile device and agrees that the Terms of Use will apply to all such upgrades. Any third-party code that may be incorporated in the Mobile Software is covered by the applicable open source or third-party license EULA, if any, authorizing use of such code. The foregoing license grant is not a sale of the Mobile Software or any copy thereof, and Bikepath or its third-party partners or suppliers retain all right, title, and interest in the Mobile Software (and any copy thereof). Any attempt by a User to transfer any of the rights, duties or obligations hereunder, except as expressly provided for in these Terms of Use, is void. Bikepath reserves all rights not expressly granted under these Terms of Use. The following applies to any Mobile Software a User acquires from Google Play: https://play.google.com/intl/en_us/about/play-terms.html, and is incorporated by reference herein. The following applies to any Mobile Software a User acquires from the iTunes Store (“iTunes-Sourced Software”): each User acknowledges and agrees that these Terms of Use are solely between such User and Bikepath, not Apple, and that Apple has no responsibility for the iTunes-Sourced Software or content thereof. A User’s use of the iTunes-Sourced Software must comply with the App Store Terms of Service. Each User acknowledges that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the iTunes-Sourced Software. In the event of any failure of the iTunes-Sourced Software to conform to any applicable warranty, such User may notify Apple, and Apple will refund the purchase price for the iTunes-Sourced Software to such User; to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the iTunes-Sourced Software, and any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be solely governed by these Terms of Use and any law applicable to Bikepath as provider of the Mobile Software. Each User acknowledges that Apple is not responsible for addressing any claims of such User or any third party relating to the iTunes-Sourced Software or such User’s possession and/or use of the iTunes-Sourced Software, including, but not limited to: (i) product liability claims; (ii) any claim that the iTunes-Sourced Software fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation; and all such claims are governed solely by these Terms of Use and any law applicable to Bikepath as provider of the Mobile Software. Each User acknowledges that, in the event of any third-party claim that the iTunes-Sourced Software or such User’s possession and use of that iTunes-Sourced Software infringes that third party’s intellectual property rights, Bikepath, not Apple, will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim to the extent required by these Terms of Use. Each User and Bikepath acknowledge and agree that Apple, and Apple’s subsidiaries, are third party beneficiaries of this Agreement as relates to such User’s license of the iTunes-Sourced Software, and that, upon such User’s acceptance of these Terms of Use, Apple will have the right (and will be deemed to have accepted the right) to enforce this Agreement as relates to such User’s license of the iTunes-Sourced Software against such User as a third party beneficiary thereof.

  7. Social Networks. The Site may include features that operate in conjunction with certain third-party social networking websites that you visit (“Social Network Features”). While use of the Social Network Features is governed by these Terms of Use, access and use of third-party social networking websites and the services provided through these websites is governed by the terms of service and other agreements posted on these websites. It is impossible for Bikepath to determine in each case whether a User’s use of the Social Network Features would cause such User to violate or breach the terms of service and/or other agreements posted on these third-party websites. Each User understands and acknowledges that such User’s use of the Social Network Features may cause said User to violate or breach the terms of service and other agreements posted on these third-party websites which could result in the termination of said User’s account and ability to access these third-party websites and, in some cases, could give rise to liability for damages. EACH USER AGREES THAT SUCH USER IS SOLELY RESPONSIBLE FOR SUCH USER’S USE OF THE SOCIAL NETWORK FEATURES AND THAT BIKEPATH WILL NOT BE LIABLE TO A USER OR ANYONE ELSE FOR A USER’S VIOLATION OR BREACH OF ANY TERMS OF SERVICE OR OTHER AGREEMENT THAT MAY RESULT FROM A USER’S USE OF THE SOCIAL NETWORK FEATURES.

  8. Advertisements. By registering for and using the Site, each User accepts that Bikepath reserves the right to send a User advertisements and offers for other products and services via in-app messaging, text message and the email address a User provides. To opt-out of all further contact initiated by Bikepath, email at any time at admin@bikepath.io.

  9. Links To Other Sites. The Site may contain links to third party websites and resources. Such sites and resources are not under Bikepath’s control and Bikepath shall not be responsible for the contents or functions thereof. Bikepath provides such links as a convenience, and the inclusion of any link does not imply endorsement by Bikepath or any association with its operators.

  10. DISCLAIMERS; LIMITATION OF LIABILITY.

    1. BIKEPATH CANNOT AND DOES NOT REPRESENT OR GUARANTEE THAT ANY OF THE INFORMATION AVAILABLE THROUGH THE SITE IS ACCURATE, RELIABLE, CURRENT, COMPLETE, VALID, STABLE OR APPROPRIATE FOR ANY USER’S NEEDS. BIKEPATH DOES NOT GUARANTEE TIMELINESS OF THE TECHNOLOGY OR INFORMATION INVOLVED IN THE SITE. BIKEPATH DISCLAIMS ANY LIABILITY FOR ANY LOSS OR DAMAGE SHOULD A USER USE OR VIEW INFORMATION AVAILABLE THROUGH THE SITE.

    2. BIKEPATH IS NOT LIABLE AND EXPRESSLY DISCLAIMS ANY LIABILITY TO A USER OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES (INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS, GOODWILL USE, OR DATA), EVEN IF A PARTY HAS BEEN PROVIDED NOTICE OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, BIKEPATH WILL NOT BE RESPONSIBLE FOR ANY COMPENSATION OR DAMAGES ARISING IN CONNECTION WITH A USER’S INABILITY TO USE THE SITE, INCLUDING AS A RESULT OF ANY (I) BIKEPATH’S DISCONTINUATION OF ANY OR ALL PARTS OF THE SITE, OR, (II) ANY UNANTICIPATED OR UNSCHEDULED DOWNTIME OF ALL OR A PORTION OF THE SITE FOR ANY REASON, INCLUDING AS A RESULT OF POWER OUTAGES, SYSTEM FAILURES OR OTHER INTERRUPTIONS.

    3. EACH USER ACCEPTS RESPONSIBILITY AND ASSUMES ALL LIABILITY FOR ALL ACTIVITIES AND CONTENTS GENERATED BY SUCH USER ON THE SITE. ANY COMMUNICATION BY BIKEPATH TO A USER SHALL NOT BE CONSTRUED UNDER ANY CIRCUMSTANCES AS LEGAL, TAX, ACCOUNTING OR FINANCIAL ADVICE. ANY USE OF OR ACCESS TO THE SITE SHALL NOT BE CONSTRUED AS THE FACILITATION OF ANY SALE OR EXCHANGE OF SECURITIES AS AN EXCHANGE.

    4. BIKEPATH MAKES NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO THE SITE OR THEIR CONTENTS, WHICH ARE PROVIDED ON AN “AS-IS, WHERE-IS BASIS.” BIKEPATH DISCLAIMS ANY AND ALL REPRESENTATIONS AND/OR WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO THE SITE AND ANY WEBSITE WITH WHICH IT IS LINKED. BIKEPATH FURTHER DISCLAIMS ANY AND ALL REPRESENTATIONS AND/OR WARRANTIES THAT THE SITE WILL MEET A USER’S REQUIREMENTS; THE SITE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; AND/OR ANY ERRORS IN ANY DATA OR SOFTWARE WILL BE CORRECTED. BIKEPATH IS NOT RESPONSIBLE FOR ANY PROBLEMS OR TECHNICAL MALFUNCTION OF ANY TELEPHONE NETWORK OR LINES, COMPUTER ONLINE SYSTEMS, SERVERS, PROVIDERS, COMPUTER EQUIPMENT, SOFTWARE, FAILURE OF COMMUNICATION ON ACCOUNT OF TECHNICAL PROBLEMS, OR TRAFFIC CONGESTION ON THE INTERNET OR AT ANY WEBSITE OR COMBINATION THEREOF, INCLUDING INJURY OR DAMAGE TO USERS OR TO ANY OTHER PERSON’S PROPERTY RELATED TO OR RESULTING FROM PARTICIPATING OR DOWNLOADING MATERIALS IN CONNECTION WITH THE WEB OR IN CONNECTION WITH THE SITE. BIKEPATH ALSO EXPRESSLY DISCLAIMS ANY AND ALL REPRESENTATIONS AND/OR WARRANTIES AS TO WHETHER ANY INFORMATION ACCESSIBLE VIA THE SITE IS ACCURATE, COMPLETE, OR CURRENT. IT IS THE USER’S RESPONSIBILITY TO EVALUATE THE ACCURACY AND COMPLETENESS OF ALL INFORMATION, OPINIONS, AND OTHER MATERIAL AVAILABLE VIA THE SITE.

    5. TO THE FULLEST EXTENT PERMITTED BY ALL APPLICABLE LAWS, BIKEPATH AND ITS AFFILIATES, SUBSIDIARIES, SHAREHOLDERS, DIRECTORS, INVESTORS, EMPLOYEES, AGENTS, SUPPLIERS, AND CONTRACTORS SHALL IN NO EVENT BE LIABLE FOR ANY CLAIMS, CHARGES, DEMANDS, DAMAGES, LIABILITIES, LOSSES, AND EXPENSES OF WHATEVER NATURE AND HOWSOEVER ARISING, INCLUDING, WITHOUT LIMITATION, ANY COMPENSATORY, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, LOSS OF USE, LOSS OF DATA, LOSS CAUSED BY A COMPUTER OR ELECTRONIC VIRUS, LOSS OF INCOME OR PROFIT, LOSS OF OR DAMAGE TO PROPERTY, CLAIMS OF THIRD PARTIES, OR OTHER LOSSES OF ANY KIND OR CHARACTER, EVEN IF BIKEPATH HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES ARISING OUT OF OR IN CONNECTION WITH THE USE OF THE SITE OR ANY WEBSITE WITH WHICH IT IS LINKED. THE USER EXPRESSLY ASSUMES TOTAL RESPONSIBILITY FOR ESTABLISHING SUCH PROCEDURES FOR DATA BACK UP AND VIRUS-CHECKING AS THE USER DEEMS NECESSARY.

    6. USERS OF THE SITE ARE RESPONSIBLE FOR THE RESULTS OF THEIR ACTIONS AND ARE RESPONSIBLE FOR PROTECTING ACCESS TO INFORMATION TO THE SITE INCLUDING, BUT NOT LIMITED TO, PASSWORDS AND USERNAMES.

    7. EACH USER ACCEPTS THE RISK OF USING THE SITE AND IS SOLELY RESPONSIBLE FOR CONDUCTING SUCH USER’S OWN INDEPENDENT ANALYSIS OF THE RISKS SPECIFIC TO THE SITE. EACH USER ACKNOWLEDGES THAT IN USING THE SITE, SUCH USER IS NOT RELYING IN ANY MANNER ON BIKEPATH OR ITS AFFILIATES IN MAKING SUCH DECISION.

  11. Beta Testing. THIS SECTION CONTAINS INFORMATION REGARDING SIGNIFICANT RISKS OF ACTING AS A TESTER AND/OR PARTICIPATING IN A BETA PROGRAM.

    1. Certain Users (each, a “Tester”) may request and be permitted by Bikepath to use, evaluate and conduct tests, and to report results of such use tests and evaluations to Bikepath on a version of the Site and/or Mobile Software that has not been formally released to the general public (the “Beta Program”). The Beta Program will be provided solely for Tester’s nonexclusive, internal, limited use. Use of the Beta Program provides the Tester early operational experience with the Beta Program and provides Bikepath with specific information regarding the Tester’s experiences with the installation and operation of the Beta Program. The period of Beta testing and Beta support (the “Beta Period”) shall commence on the date which Bikepath permits Tester to participate in the Beta Program and shall end upon the earlier of: (a) the date of General Availability (“GA”) of the Site and/or applicable version of the Mobile Software, as Bikepath may determine in its sole discretion; (b) the date Tester discontinues use of the Beta Program; or (c) the date of termination of Beta Program by Bikepath, as provided herein. Upon termination, unless otherwise agreed to in writing by Bikepath and to the extent applicable, Tester will either return to Bikepath the Beta Program and Documentation and all copies thereof, or, if so instructed by Bikepath, destroy the Beta Program and Documentation and all copies thereof and certify in writing to Bikepath that they have been destroyed.

    2. During the Beta Period, Bikepath may from time to time, in its sole discretion, provide available publications, education materials and other documentation respecting the Beta Program (the “Documentation”) to the Tester. All such Documentation, whether or not marked with a trademark notice, copyright notice or restrictive legend, such as “Confidential”, shall be considered the confidential and proprietary property of Bikepath and shall be provided to the Tester subject to the confidentiality provisions of set forth herein.

    3. During the Beta Period, the Tester shall use reasonable efforts to commence operation of the Beta Program promptly; use the Beta Program and Documentation for testing purposes and not use the Beta Program to perform any formal activities during the Beta Period, unless Bikepath shall have otherwise approved in writing; at Bikepath’s request, document its experiences during the Beta Period and report on the operational status of the Beta Program and report to Bikepath its experiences and any problems encountered, including but not limited to reporting all errors, difficulties or other types of problems with the Beta Program; allow Bikepath personnel reasonable access to the Beta Program during the Beta Period, subject to Tester’s reasonable security procedures, for service and observation purposes; and furnish to Bikepath at the end of the Beta Period a written response to Bikepath’s questionnaire regarding the Tester’s experiences, including the Tester’s evaluation of the functions, performance and serviceability of the Beta Program and related Documentation.

    4. Bikepath may correct errors in the Beta Program and Documentation within a reasonable time, as determined in its sole discretion. Bikepath does not guarantee or assume responsibility for any impact of use of the Beta Program on Tester’s existing business or other environment or on CPU performance. Tester acknowledges that the Beta Program constitutes an “untested” product. Tester understands that the testing and quality assurance of the Beta Program has not yet been completed, nor is the Beta Program authorized for general release by Bikepath. Tester agrees and acknowledges that the Beta Program has not been tested or debugged and is experimental and that the Documentation may be in draft form and will, in many cases, be incomplete. Tester agrees that Bikepath makes no representations regarding the completeness, accuracy or Tester’s use or operation of the Beta Program. The Beta Program and Documentation are being delivered “AS IS” WITHOUT WARRANTIES OF ANY KIND. BIKEPATH DOES NOT WARRANT THAT THE BETA PROGRAM WILL MEET TESTER’S REQUIREMENTS OR THAT THE OPERATION OF THE BETA PROGRAM WILL BE UNINTERRUPTED, ERROR FREE OR WILL APPEAR AS DESCRIBED IN THE DOCUMENTATION. BIKEPATH AND ITS AFFILIATES DISCLAIM ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR ANY WARRANTY OF TITLE OR INFRINGEMENT. IN NO EVENT WILL BIKEPATH BE LIABLE TO TESTER OR ANY OTHER PERSON FOR LOSSES OR DAMAGES, DIRECT OR INDIRECT, OR EXPENSES INCURRED BY TESTER IN CONNECTION WITH THE USE OF THE BETA PROGRAM, INCLUDING LOST DATA, LOST PROFITS, BUSINESS INTERUPTION, TIME, MONEY, GOODWILL AND ANY SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES, WHETHER IN CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, ARISING OUT OF THE USE OR INABILITY TO USE THE PROGRAM EVEN IF BIKEPATH HAD BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGES. TESTER’S SOLE AND EXCLUSIVE REMEDY SHALL BE TO TERMINATE THE BETA TEST BY WRITTEN NOTICE TO BIKEPATH.

    5. Bikepath does not guarantee that the generally available release of the Site or Mobile Software will be identical to the Beta Program. Therefore, a re-installation of the generally available released version may be required. It is understood that Bikepath is not obligated, nor will it be obligated in the future, to make the Beta Program available as a standard product. Tester agrees that it will treat any reports provided to Bikepath, and any other information created by Tester, disclosed by Tester or disclosed by Bikepath with regard to the Beta Program, as confidential to Bikepath. Tester agrees not to disclose, publish, display or otherwise make available the Beta Program, the Documentation, or any information gained from its use of the Beta Program and Documentation to any third party without the prior written consent of Bikepath. Tester agrees to secure and protect the Beta Program and any copies thereof in a manner consistent with the maintenance of Bikepath’s rights herein and to take appropriate action by instruction or agreement with its employees who are permitted access to the Beta Program to satisfy Tester’s obligations hereunder. In the performance hereunder, or contemplation thereof, Tester may have access to know how, trade secrets and other confidential information, owned by Bikepath. Tester agrees to keep all such information confidential in accordance with reasonable industry standards. The Tester agrees that the reports prepared by the Tester and delivered to Bikepath may be used by Bikepath for all business purposes without any further consent or accounting in the development, manufacture, marketing and maintenance of the Beta Program and other Bikepath products and services, including reproduction and preparation of derivative works based upon such reports, as well as distribution of such derivative works.

  12. Site Postings. To the extent that portions of the Site (such as “reviews,” “chat rooms,” or “bulletin boards”) provide Users an opportunity to post and exchange information, ideas, and opinions (“Postings”), USER ACKNOWLEDGES AND IS AWARE THAT BIKEPATH HAS NO OBLIGATION TO SCREEN, EDIT, OR REVIEW POSTINGS PRIOR TO THEIR APPEARANCE ON THE SITE, and Postings do not necessarily reflect Bikepath’s views. To the fullest extent permitted by applicable laws, Bikepath shall in no event have any responsibility or liability for the Postings or for any claims, damages, or losses resulting from their use and/or appearance on the Site. Bikepath reserves the right to monitor all Postings and to remove any which Bikepath considers, in its sole discretion, to be offensive or otherwise not compliant with these TERMS OF USE. The User hereby represents and warrants, upon adding a Posting to the Site, that he/she/it has all necessary rights in and to all such Postings provided by such User and all material they contain; that such User’s Postings shall not infringe any proprietary or other rights of third parties; that such User’s Postings shall not contain any viruses or other contaminating or destructive devices or features; that such User’s Postings shall not contain any defamatory, indecent, offensive, tortious, or otherwise unlawful material or content; and that such User’s Postings shall not be used to carry out or solicit any unlawful activity and/or be used to make commercial solicitations. The User hereby authorizes Bikepath and grants Bikepath an unlimited, worldwide, perpetual, non-exclusive, assignable, sublicensable, and royalty-free license to use and/or authorize others to use all or part of such User’s Postings in any manner, format, or medium that Bikepath or such other parties see fit. The User shall have no claim or other recourse against Bikepath for infringement of any proprietary right in any of the User’s Postings and expressly waives any and all rights related thereto.

  13. User Identity. A User may not create or use an account on the Site for anyone other than such User. A User shall not let others use a User’s account and the User may not share such User’s login information with others. A User shall keep such User’s contact and profile information accurate and current. A User may never use another User’s account without their written permission. A User is solely responsible for the activity that occurs on such User’s account. A User shall notify Bikepath immediately in writing of any breach of security or unauthorized use of a User’s account. Bikepath shall not be liable for any losses or damages caused by any unauthorized use of a User’s account. By providing Bikepath with an email address the User consents to Bikepath using the email address to send the User Site-related notices, including any notices required by law, in lieu of communication by postal mail. If a User does not want to receive promotional email messages, such User may opt out by unsubscribing from such email communications from Bikepath. The User hereby warrants that: all information that such User provides to Bikepath is true and accurate; the User will not use the Site in violation of any international, Federal, State or local law, rule, ordinance or governmental regulation; and, User will only access the Site on computers and mobile devices for which the User is the authorized owner or has authority to access.

  14. Digital Millennium Copyright Act Compliance. If a User has any copyright concerns about any materials posted on the Site by others, please let Bikepath know. Bikepath complies with the provisions of the Digital Millennium Copyright Act applicable to internet service providers (17 U.S.C. § 512). Please provide Bikepath with written notice (“Notice”) by contacting Bikepath’s Designated Agent at the following address:

BikePath, Inc.

95 Third Street

San Francisco, CA 94103

Email: admin@bikepath.io

To be effective, the Notice must include the following:

  1. A physical or electronic signature of the owner, or a person authorized to act on behalf of the owner, (“Complaining Party”) of an exclusive right that is allegedly being infringed upon;

  2. Information reasonably sufficient to permit Bikepath to contact the Complaining Party, such as an address, telephone number, and if available, an electronic mail address;

  3. Identification of the allegedly infringing material on the Site (“Infringing Material”), and information reasonably sufficient to permit Bikepath to locate such material on the Site;

  4. Identification of the copyrighted work claimed to have been infringed upon (“Infringed Material”), or, if multiple copyrighted works at a single site are covered by a single Notice, a list of each copyrighted work claimed to have been infringed (User shall be specific as to which Infringing Material is infringing on which Infringed Material);

  5. A statement that the Complaining Party has a good faith belief that use of Infringing Material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and

  6. A statement that the information in the Notice is accurate, and under penalty of perjury, that the Complaining Party is the owner or is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

  1. Minors. The Site is intended for persons having the legal capacity to be bound by these TERMS OF USE. By using the Site, the User represents and warrants that (i) such User is at least 18 years of age; and, (ii) that such User have the right, authority, and capacity to accept these TERMS OF USE and abide by all of the provisions set forth herein. Children younger than 18 years of age may not use the Site under any circumstances.

  2. Disclosures to Legal Authorities and Authorized Financial Institutions. Each User acknowledge and agrees that Bikepath may share such User’s personal information with law enforcement, data protection authorities, government officials, and other authorities in the following situations:

    1. When required by law;

    2. When compelled by subpoena, court order, or other legal procedure;

    3. When disclosure is necessary to report suspected illegal activity; and

    4. When disclosure is necessary to investigate violations of Bikepath’s TERMS OF USE or its Privacy Policy.

Bikepath is not registered with the financial and securities regulatory authorities or commissions of any country.

  1. Prohibited Use. In connection with a User’s use of the Site, and such User’s interactions with other users, and third parties each User agrees and represents such User will not engage in any of the prohibited uses or activities set forth herein. Bikepath reserves the right, at all times, to monitor, review, retain and/or disclose any information as necessary to satisfy any applicable law, regulation, sanctions programs, legal process or governmental request.

  2. Suspension, Termination, and Cancellation. Bikepath may suspend, restrict, or terminate a User’s access to any or all of the Site if:

    1. required by a facially valid subpoena, court order, or binding order of a government authority;

    2. Bikepath reasonably suspects such User of using the User’s account in connection with a prohibited use or activity;

    3. if there is any pending litigation, investigation, or government proceeding relating to such User and/or the User’s account and/or Bikepath perceives a heightened risk of legal or regulatory non-compliance associated with such User’s activity; and/or

    4. if such User breaches any term or condition set forth herein.

  3. Intellectual Property. User shall have no rights with respect to any of Bikepath’s existing or subsequently-acquired or developed Intellectual Property, as defined below, rights or trade secrets or confidential information of Bikepath, and User hereby acknowledges that it shall not acquire any rights in respect thereof and that all such trade secrets and confidential information are and shall remain vested in or controlled by Bikepath. “Intellectual Property” for purposes of these TERMS OF USE means (i) patents, patent applications, provisional applications, patent disclosures, including all ideas, inventions and improvements disclosed therein, and all reissues, continuations, continuations in part, divisions and reexaminations thereof; (ii) trademarks, service marks, trade names, trade dress, logos, slogans, domain names, including all goodwill appurtenant thereto, and all registrations and applications for registrations thereof and all renewals and extensions thereof; (iii) copyrights and mask works and all registrations and applications for registration thereof; (iv) computer software, software applications and platforms, websites, disks, disk drives, data, data bases and user documentation and audio visuals, domain names, and text materials; (v) all trade secrets, research and development materials, processes, procedures, know how, ideas discoveries, inventions, customer lists, supplier lists, formulas, drawings and designs, technical data, marketing, financial and business plans; (vi) advertising materials currently or in the future utilized by the Bikepath; and (vii) copies and tangible embodiments thereof (in whatever form or medium), and related documentation and goodwill. User acknowledges and agrees that Bikepath owns the exclusive right, title and interest and into all of Bikepath’s Intellectual Property. User shall not at any time do or permit to be done any act or thing which impairs or may impair the rights of Bikepath with respect to Bikepath’s Intellectual Property. User will never represent that it has any ownership in any of Bikepath’s Intellectual Property. User expressly agrees that all of the use and good will of the Intellectual Property shall accrue to the sole benefit of Bikepath.

  4. Indemnification. User shall indemnify, defend and hold harmless Bikepath and its affiliates, shareholders, investors, directors, officers, employees, representatives, and their successors in interest and assigns (collectively, the “Indemnified Parties”) from and against any and all losses, damages, or expenses of whatever form or nature, including reasonable attorney’s fees and other costs of legal defense, whether direct or indirect, that they, or any of them, may sustain or incur as a result of (i) any act or omission of the User; (ii) a breach by User of any representation, warranty, and/or obligation with any Indemnified Party; (iii) failure by User to pay any and all applicable taxes, customs, duties, tariffs, and the like arising from any transactions set forth in these TERMS OF USE; (iv) any and all corrupt data, viruses, malware, or security breaches directly or indirectly introduced by the User; (v) a violation by User (and/or any of its officers, managers, members, investors, shareholders, directors, employees or agents, to the extent applicable) of any applicable law, regulation, or order of the United States or any other applicable government or quasi-governmental authority; and/or (vi) use of the Site by User (and/or any of its officers, managers, members, investors, shareholders, directors, employees or agents, to the extent applicable). The indemnification obligations under this Section shall continue indefinitely.

  5. Independent Contractor. The parties agree that for all intents and purposes, Bikepath is an independent contractor and nothing set forth herein shall be construed as creating any partnership, joint venture, agency or employment relationship whatsoever between User and Bikepath.

  6. Force Majeure. Bikepath shall not be liable for any loss, damage, delays, changes in shipment schedules or failure to deliver caused by any event beyond its control, including, without limitation, acts or omissions of any manufacturer, accident, fire, pandemic, epidemic, actual or threatened strike or riot, explosion, mechanical breakdown (including technological or information systems), plant shutdown, unavailability of or interference with necessary transportation, any raw material or power shortage, compliance with any law, regulation or order, acts of God or public enemy, prior orders from others, or limitations on Bikepath’s or a manufacturer’s products or marketing activities or any other cause or contingency beyond Bikepath’s direct control.

  7. Assignment. The rights under these TERMS OF USE are not assignable nor are the duties delegable by User without the written consent of Bikepath first having been obtained, and any attempted assignment or delegation without such consent will be null and void. Nothing contained in these TERMS OF USE is intended to convey upon any person or entity, other than the parties and their successors in interest and permitted assigns, any rights or remedies under or by reason of these TERMS OF USE unless expressly stated. All covenants, agreements, representations and warranties of the parties contained in these TERMS OF USE are binding on and will inure to the benefit of User and Bikepath, respectively, and their respective successors and permitted assigns.

  8. Captions and Section Headings. Captions and section headings are for convenience only, are not a part of these TERMS OF USE and may not be used in construing them.

  9. Waiver of TERMS OF USE. The failure of Bikepath in any one or more instances to insist upon performance of any of the TERMS OF USE contained herein, or to exercise any right or privilege hereunder, shall not be construed as a waiver of any Bikepath’s rights or privileges hereunder.

  10. Governing Law; Venue. These TERMS OF USE shall be governed by and construed in accordance with the laws of the State of Delaware, including its provisions of the Uniform Commercial Code, without regard to choice or conflicts of law principles. These TERMS OF USE shall be deemed to have been entered into in Delaware, U.S.A., regardless of the residence or place or places of business of the User.

  11. Exclusive Jurisdiction. THE USER HEREBY IRREVOCABLY AND UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITS PROPERTY, TO THE EXCLUSIVE JURISDICTION OF ANY DELAWARE STATE COURT OR FEDERAL COURT IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THE SITE AND THESE TERMS OF USE. THE USER AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW. Notwithstanding the foregoing, in the event User’s primary place of business is located within the People’s Republic of China (each, a “Chinese Customer”), all disputes, controversies, or differences which may arise between Bikepath and a Chinese Customer, out of or in relation to or in connection with these TERMS OF USE or for the breach of the foregoing, shall be finally settled under the Rules of Arbitration of the International Chamber of Commerce by one (1) arbitrator appointed in accordance with the said Rules. The language of the arbitration shall be English. The situs for such arbitration shall be Hong Kong, China. The arbitrator shall apply the laws of the State of Delaware, USA to the merits of the dispute. The award rendered by the arbitrator shall be final and binding upon both Bikepath and Chinese Customer and may be enforced in any court of competent jurisdiction.

  12. Limitation on Time to File Claims. ANY CAUSE OF ACTION OR CLAIM USER MAY HAVE ARISING OUT OF OR RELATING TO THESE TERMS OF USE OR THE SITE MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES, OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.

  13. OFAC. Pursuant to United States Presidential Executive Order 13224 (“Executive Order”), User may be required to ensure that it does not transact business with persons or entities determined to have committed, or to pose a risk of committing or supporting, terrorist acts and those identified on the list of Specially Designated Nationals and Blocked Persons (“List”) generated by the Office of Foreign Assets Control (“OFAC”) of the U.S. Department of the Treasury. The names or aliases of these persons or entities (“Blocked Persons”) are updated from time to time. User certifies, represents and warrants to Bikepath that: (a) it is not acting, directly or indirectly, for or on behalf of any person, group, entity or nation named by any Executive Order of the United States Treasury Department as a terrorist, “Specially Designated National and Blocked Person” or any other banned or blocked person, entity, nation or transaction pursuant to any Law that is enforced or administered by the Office of Foreign Assets Control; and (b) it is not engaged in this transaction, directly or indirectly on behalf of, or instigating or facilitating this transaction, directly or indirectly on behalf of, any such person, group, entity or nation. User hereby agrees to defend, indemnify and hold Bikepath harmless from and against any and all claims, damages, losses, risks, liabilities and expenses (including attorney’s fees and costs) arising from or related to any breach of the foregoing certification.

For questions or feedback about these TERMS OF USE, please contact Bikepath at:

BikePath, Inc.

95 Third Street

San Francisco, CA 94103

Email: admin@bikepath.io