A P P L I CAT I O N M AT E R I A L S SFMTA Powered Scooter Share Program Permit Application San Francisco Municipal Transportation Agency Powered Scooter Share Program ATTN: Miriam Sorell 1 South Van Ness Avenue, 7th Floor San Francisco, CA 94103 June 7, 2018 Pricing Structure A Pricing Structure Description of pricing structure including low-income and other discounted customer plans, including cash payment. Spin is committed to providing a sustainable mobility option to our hometown with a pricing structure that is affordable to as many riders as possible. To pay for a Spin scooter ride, users currently load their Spin app account’s “wallet” with funds, with the cost of each ride debited from the “wallet.” Should the cost of a ride exceed the remaining balance in the user’s wallet, the user is simply charged for the difference. Users are also able to input promo codes for free ride credits. Spin accepts any major credit or debit card for in-app payments. In addition, Spin’s iOS app accepts Apple Pay. Spin is currently using early system data and surveys to explore membership options for scooter users, similar to our Spin Unlimited plans for our bikeshare systems. Regular Rates • • • $1 to start + $0.15 per minute. The pricing is displayed in the app in real-time. For university and corporate partners, Spin typically provides discounted rates for their community members. Low-Income Rates • • • Participants in our Spin Access program are eligible for discounted rates (50 percent off). $0.50 to start +0.07 per minute. Spin Access also allows the unbanked (those without a debit or credit card) to purchase a Spin Access card with cash at partner locations. A Pricing Structure Spin Access Spin is proud to offer Spin Access, which offers discounted rates to eligible lowincome residents. To qualify for the Spin Access low-income rates, you must be a Bay Area resident, have a state-issued identification card and either 1) receive Calfresh through the California Department of Social Services, 2) have a San Francisco Municipal Transportation Agency (SFMTA) LifeLine Pass, or 3) utilize the Pacific Gas and Electric (PG&E) California Alternate Rates for Energy (CARE) Program. Additional income verification may be required. Individuals wishing to sign up for our Spin Access lowincome program can simply fill out the online application form (see below), register inperson at one of our community events (see Section G for additional information), or work directly with one of our community liaisons. Spin Access also provides eligible low-income residents who are unbanked with access to our scooters at the same discounted rate. Eligible low-income residents can A Pricing Structure use cash to purchase a Spin Access card at partner locations1. Each Spin Access card will have a unique promo code that the user can enter into the app to “deposit” the Spin Access card’s balance into their account. Access $10 Spin is currently securing partner locations in the City, but possible partner locations include community organizations. We would also like to explore the possibility of selling Spin Access cards at certain City offices, similar to what we already do in other markets. 1 Scooter Availability and Service Area B • Scooter Availability and Service Area Hours of operation Our hours of operation – meaning, the hours when Spin’s scooters will be available to unlock and rent – are between 7 AM and 8 PM daily. B • Scooter Availability and Service Area Storage of scooters during non-operational hours During non-operational hours, our scooters are generally being charged or are waiting to be retrieved by Spin personnel and members of our charger network to be charged overnight. When being charged, the majority of Spin’s scooters are located in private homes of our charger network, while some of our scooters are charged at Spin’s local warehouses and at partner charging locations (i.e. Spin Local partners, Spin for Business partners). In the event that our scooters require storage, for reasons beyond the daily charging, they are housed in Spin’s local warehouses. B • Scooter Availability and Service Area Proposed fleet size and service area at launch Spin would like to propose a fleet size based on whether SFMTA would prefer Spin’s scooters be outfitted with lock-to mechanisms for the 12-month pilot program. (Please see our response in Section C for a detailed explanation of our lock-to mechanism and the factors and considerations for implementing the technology.) We would further like to work with SFMTA to determine the appropriate service area for a given fleet size, to ensure that any such service area addresses any SFMTA priority locations or suggestions. As we describe in Section C, operating scooters with lock-to mechanisms across our entire fleet presents two primary considerations, which we summarize below: 1) Depressed consumer acceptance and lower ridership of Spin scooters in the presence of other permitted scooters without lock-to mechanisms: o Utilizing the lock-to mechanism adds layers of user friction and even inconvenience in the presence of scooters without lock-to mechanisms. o Spin scooters with lock-to mechanisms would – in the eyes of most consumers – be located in less “convenient” and more distant locations compared to scooters without lock-to mechanisms, as parking locations for our lock-to scooters would be limited to available and suitable physical objects in the furnishing zones and, thus, be more dispersed. 2) Producing and installing lock-to mechanisms fleet-wide would also like take an estimated three months, delaying our ability to begin operations compared to other permitted scooters without lock-to mechanisms, temporarily conceding our market share for the duration. Spin is willing to operate scooters with lock-to mechanisms across our entire fleet during the pilot program, if we are permitted a large enough portion of the overall 1,250/2,500 fleet cap to offset the aforementioned competitive disadvantages. Our analysis of these various factors suggests that being permitted between ~65 percent and ~75 percent of the overall fleet cap – depending on the number of permittees operating scooters without lock-to mechanisms – would allow Spin to operate scooters with lock-to mechanisms fleet-wide in an economically viable way and to still be able compete as a late market entrant. For purposes of our internal analysis, the ~65- to ~75-percent range assumes that there will be one (1) to three (3) other permittees and that all other permittees operate scooters without lock-to mechanisms. B Scooter Availability and Service Area (Thus, we believe we would need a larger fleet the fewer the number of other permittees operating scooters without lock-to mechanisms – and vice versa.) Being permitted for a fleet size in that range would also allow Spin to effectively serve a larger area of the City, especially more Equity Neighborhoods and Communities of Concern, where scooters with lock-mechanisms would provide additional benefits, such as against vandalism, and provide increased reliability for those areas. Should SFMTA prefer that Spin wait on operating scooters with lock-to mechanisms during the 12-month pilot program, we ask that SFMTA consider permitting Spin between ~40 percent and ~60 percent of the overall fleet cap – under the same assumptions described above regarding the number of other permittees operating scooters without lock-to mechanisms. Spin’s proposed fleet-size range for scooters without lock-to mechanisms reflects our hope that our application and our actions – not only in our hometown but in cities and communities across the United States – demonstrate to SFMTA and the City that Spin means what it says it does: collaborating and being good partners with governments and stakeholders to find policy solutions tailored for each community. This approach, in the context of our hometown, becomes only more important to us in ensuring that scooter-share is done responsibly and safely in a manner that directly reflects San Francisco’s communities and residents. Proposed Fleet Sizes o Spin scooters with lock-to mechanisms § Between 750-1,000 scooters for the first six months § depending on the number of other permittees (1-3) operating scooters without lock-to mechanisms, as discussed above § Between 1,750-2,000 scooters for the last six months § depending on the number of other permittees (1-3) operating scooters without lock-to mechanisms, as discussed above o Spin scooters without lock-to mechanisms § Between 500-750 scooters for the first six months § depending on the number of other permittees (1-3) operating scooters without lock-to mechanisms, as discussed above § Between 1,250-1,500 scooters for the last six months B § Scooter Availability and Service Area depending on the number of other permittees (1-3) operating scooters without lock-to mechanisms, as discussed above As we have described in this Section and in Section C, our proposed fleet-size ranges depend on numerous variables that may or may not be applicable. As such, Spin would welcome the opportunity to discuss further with SFMTA, should SFMTA have any additional questions, need additional information, or have other factors or considerations it is weighing. B o Scooter Availability and Service Area How many scooters would you deploy in different portions of the service area, including disadvantaged communities? Applicants should bear in mind that the Pilot Program provides for a maximum of 1250 scooters total in San Francisco in the first six months and 2500 total in the second six months of the pilot. To provide users a reliable service with enough density of scooters as well as for operational efficiency, Spin would like to operate our scooters in a geographically contiguous service area. The number of scooters that would be deployed in different portions of the service area is primarily based on analyzing usage trends, allowing Spin to adequately serve higher-demand areas on a regular, predetermined basis while still allowing us to be nimble and flexible over time. Besides usage trends, Spin primarily allocates scooters in certain locations based any City requirements or suggestions and based on our partnerships and collaboration with local stakeholders. For example, during our small-scale operations in San Francisco, we regularly deployed scooters at certain locations based on MTC’s suggestions. These suggestions, resulting from several meetings with staff at different levels, stemmed from MTC’s interest in exploring whether scooter-share could help connect Bay Area commuters to their final destinations in the City. Spin welcomes the opportunity to continue working with the City to help achieve equity goals by providing our scooters in disadvantaged communities. We regularly work with cities across the country to provide service in disadvantaged communities, including our Spin Access program. For our hometown, not only are we planning to serve disadvantaged communities but we are also planning to take our equity programming to the next level by incorporating on-the-ground community outreach (described in Section G). As such, though we include our proposed service area below, we consider it to be preliminary and hope to work with SFMTA to finalize Spin’s service area, particular in the case of a larger permitted fleet size. Our preliminary proposed service areas, for both a smaller and a larger permitted fleet, encompass multiple “Communities of Concern” (CoC’s), as identified by the California Metropolitan Transportation Commission, and multiple Equity Neighborhoods, as identified by the Muni Service Equity Strategy. CoC’s included are Fisherman's Wharf, parts of South of Market, Tenderloin region, Chinatown, B Scooter Availability and Service Area and Fillmore District. Equity neighborhoods included are Chinatown, South of Market, Mission, Outer Mission, Western Addition, Ocean View, and Downtown/Civic Center. Our ability to effective serve these communities, however, would largely depend on our permitted fleet size, with a larger fleet of scooters – especially with lock-to mechanisms – allowing us to expand our service area into the Mission and other areas that may be suggested by SFMTA. (See below for Spin’s proposed service areas.) B o Scooter Availability and Service Area Would your deployment area change depending on the number of scooters you are permitted for? Spin believes that providing a reliable number of scooters in a given area size (i.e. scooter density) is important to making scooter-share a sustainable service that our community can depend on and incorporate into its everyday mobility habits. At a very general level, we aim to make available at least one scooter within 900 feet (or three blocks) of our users, with each of those scooters used at least four times per day. In light of these factors, and as discussed above, a larger permitted fleet would Spin the ability to expand our service into new areas, providing scooter-share to a larger area and number of residents, including more disadvantaged communities. B o Scooter Availability and Service Area Describe methods for deploying and redistributing scooters Spin’s local operations team and our charger network retrieve our scooters each evening night to recharge them for redeployment the following morning. When redeploying scooters each morning, our charger network uses the charger app to see how many scooters should be redeployed at which location. Locations for redeployment are pre-selected, primarily based on our analysis of usage and demand. Using historical data, we observe trends to predict where trips are most likely to occur, and we closely monitor the data over time to identify new or different locations where scooters can be redeployed to meet expected demand. Being data-driven in this regard allows Spin the ability to be nimble and flexible to ensure that users seeking a mobility option can be served. Unsurprisingly, our data-driving determination of redeployment locations is aimed at maximizing the number of rides per scooter per day. As such, our methodology for determining redeployment locations tends to give preference to those locations where trip origins are highest. Such locations tend to be at or near transit centers, and, in an effort to serve commuters during the evening rush, we frequently added an evening shift to deploy additional scooters at those locations during the time we operated our small fleet. Besides using data analysis for redeployment locations, Spin has traditionally deployed our vehicles on a regular or daily basis at priority areas, as determined by either a City (i.e. underserved neighborhoods, low-income zip codes) or a partnership with a local stakeholder (i.e. a transit agency, NGO partner, Spin for Business partner). For San Francisco, we plan not only to continue this goodneighbor practice but also to work closely with SFMTA, MTC, and other City stakeholders to identify and serve key locations that could benefit from our scooter-share program, such as Communities of Concern, commuter hubs, and neighborhoods lacking transit service. B o Scooter Availability and Service Area Would your service area apply to where users are allowed to deposit scooters? We currently plan to geofence our service area to maintain scooter density, which provides users with a more reliable and dependable service, and to operate more efficiently. The service area is shown to users in the in-app map, and our user education – such as informational pop-ups – informs users to remain in the indicated service area. Should a user ride a scooter outside the geofenced area, we currently use in-app push notifications to remind the user to finish the trip and park the scooter within the service area. Should a user finish and park a scooter outside the geofenced area, we currently send an automated email asking the user to bring the scooter back to the service area. We have yet to “enforce” our service area in San Francisco (which had been in and around SOMA), but potential methods to increase user compliance include a penalty fee for users who park a scooter outside the geofenced area. B o Scooter Availability and Service Area Provide map of proposed service area Our proposed service area, as described earlier, depends largely on our permitted fleet size. As such, in the map below, the area highlighted in yellow shows our proposed service area with a smaller permitted fleet, and the area highlighted in green shows the area we propose to serve – in addition to the yellow-highlighted area – with a larger permitted fleet with lock-to mechanisms. We do not consider our proposed service area to be final or set in stone, as we would prefer to receive SFMTA’s guidance and suggestions on determining an appropriate and balanced service area for a given permitted fleet size. Scooter Availability and Service Area .dun?lg}- .a I. m- Plan for Safe Riding and Storage of Scooters C Plan for Safe Riding and Storage of Scooter Proposed approach to ensure compliance with laws - the SFMTA will monitor the degree to which scooter share program users comply with applicable laws, particularly related to riding on sidewalks and safe parking of scooters. If the SFMTA in its sole discretion determines that the permittee’s users are not sufficiently compliant with applicable laws, the SFMTA may require that the permittee implement additional measures or may revoke the permit. • Describe any education, incentives, training, scooter modifications, notification systems, infrastructure, etc. you propose. Spin has implemented various measures to actively encourage user compliance with laws. Informational Pop-Ups All new users are shown informational pop-ups in Spin’s app that must be affirmatively dismissed in order to proceed. The pop-ups are shown based on the geographic location where the app is opened and are customized to the City’s specific rules and needs. Spin is happy to further tailor the content of the informational pop-ups at SFMTA’s request. For instance, SFMTA may request that certain informational popups be displayed each and every time someone uses the app. Spin currently displays about 10 informational pop-ups in the City, which provide instructions on using a scooter and educates users about the relevant rules for riding and parking. We also currently display the last informational pop-up, which lists state and local laws, each time a user utilizes the app to underscore their importance. San Francisco Please read carefully. Plan for Safe Riding and Storage of Scooter San Francisco Please read carefully. San Francisco Please read carefully. Riding in the city Do not ride on the sidewalks Use bike lanes when availabIe Stay within the white zone You?ll be charged a $25 rebalancing fee If you end your ride in the grey zone on the map. Wear a helmet Protect yourself while riding, it's required by the law San Francisco Please read carefully. Riding the scooter a Stop on the scooter with one foot. kick 0H three times With the other foot on the grown}. San Francisco Please read carefully. Using the throttle Once you kick off and you get some speed. push throttle down to accelerat: San Francisco Please read carefully. Feet placement Place both feet on the board while moving. Plan for Safe Riding and Storage of Scooter San Francisco San Francisco San Francisco Please read carefully. Parking the scooter Park at a bike rack. Or. park on wide sidewalks close to the curb, leaving at least 5 feet for Please read carefully. Parking the scooter DO NOT park at bus stops and benches DO NOT park at loading zones. landscaped areas. privale property. driveways and curb ramps. Please read carefully. Ending your ride 4 7. Use the app to end your ride pedestrians. Do NOT block anypathways! San Francisco Please read carefully. San Francisco Law Sidewalks are off-limits. Wear a helmet. Have a valid driver's license. One person per scooter. Yc-u WILL be tickeied by police. if yer. don't comply. C Plan for Safe Riding and Storage of Scooter In-App Push Notifications Spin uses in-app push notifications – which can also be customized by geographic area – to send users various messages and reminders: riding and parking rules, when they may be outside a permitted area (if applicable), reminder to lock the scooter after their trip, etc. Similar to the informational pop-ups, we would be happy to further tailor the content of in-app push notifications at SFMTA’s request. We currently employ in-app push notifications to remind users to lock and park the scooter correctly at the end of their trip and, if applicable, to warn users who may have taken a scooter into a restricted area. Emails Spin regularly sends emails or conducts email campaigns to users, which serve as additional methods of reminding users about riding and parking rules. New users, for example, may receive “welcome” emails that incorporate a reminder of the relevant rules. Existing users, meanwhile, may receive periodic or targeted email reminders of the local rules, based on user compliance and at SFMTA’s request. In addition, we C Plan for Safe Riding and Storage of Scooter send emails to help enforce certain rules, such as, if applicable, when a user appears to have taken a scooter into a restricted area. From: Spin Scooter & Bike Share    Date:    To:    Subject:   Your Safety Matters Reply­To:      Your Safety Matters   We'd like to take a moment and make sure everyone is riding safely while having fun. A few things to keep in mind: Ride Use bike lanes whenever possible. Share the road and remember that not everyone rides the same way. Safety Helmets are for your protection. Make sure you wear one.   Be Mindful Park on wide sidewalks in the furniture zone closer to the curb or near bike racks out of the way of pedestrian traffic. Avoid blocking sidewalks, wheelchair ramps, bus stops, and landscaped areas.    Learn More About Safety From: Spin   Date:    Subject: Looks like you parked outside the zone ­ bring it back! How safe  did you feel during your To:      Please click the answer that applies       trip?  Extremely safe   Somewhat safe   Not safe at all Hey there, It looks like you have left the scooter #8832578 in an un-permitted area. Download the latest version! We charge a $25 recollection fee to bring it back in the zone. But we'll let it slide this time. :)  Please bring the scooter back to permitted areas on the map as soon as you can! Thanks, The Spin Team Need support? Catch us at support@spin.pm © 2018, Spin Inc., 188 King Street, Unit 203, San Francisco, CA 94107 Terms of Use    Privacy Policy    Unsubscribe C Plan for Safe Riding and Storage of Scooter Parking Rating Tool When riders unlock a scooter for a ride, they are asked by the app to rate the parking job of the previous rider to create social awareness around the need to park properly. Using a thumbs-up or thumbs-down vote, previous riders can be rated, with possible warnings and restrictions assigned to habitually bad parkers. As described later, the Parking Rating Tool is one method we use to monitor user compliance. C Plan for Safe Riding and Storage of Scooter On-Scooter Education Spin also educates users about the City’s rules for parking and riding by affixing clear and conspicuous language on the scooters themselves. C Plan for Safe Riding and Storage of Scooter Online Education Information on how to ride and park scooters properly are on our Help Center, which is easily accessible both in the app and online. These instructional and educational articles, as well as answers to frequently asked questions, are found by pressing the “Help” icon in the app and the “Support” icon on our website. C Plan for Safe Riding and Storage of Scooter Furthermore, Spin has a dedicated Safety Guide webpage that is prominently linked at the top of our website. C Plan for Safe Riding and Storage of Scooter Spin also raises awareness about the proper riding and parking rules for scooters via our social media accounts, including Twitter, Instagram, and Facebook. C Plan for Safe Riding and Storage of Scooter We also are in the process of creating videos materials that educate the public on the proper ways to ride and park a Spin scooter, and we plan to disseminate the video materials via email, website, and social media. View an example here: https://youtu.be/zCzzbPF4Y8I. On-the-Ground Education We also educate users and the general public about proper riding and parking by having an on-the-street presence in various ways. First, Spin regularly participates in local events that promote safe riding and protected bikes lanes, including sponsoring some of the events. We often take advantage of these types of public events to also give away free helmets to users. Second, we have promotors assigned to high-traffic areas, where they are tasked with informing interested members of the public about riding Spin safely and responsibly. Third, we have distributed and posted flyers in our current focus area of SOMA that inform users and the public about safe and responsible riding and parking. RIDE IH BIKE LAHES DR DH THE STREETS RIDE LIKE A PRD. SPIN lh'ww- pun,? drum?n . PEDESTRIAH WALKWAVS. THIS SPIN um- an no ?mum-MI PARK IN THE FURNITURE ZDHE AREA DH THE SIDEWALK WITH BIKE IT DET THAT HAME Plan for Safe Riding and Storage of Scooter VDLD, SD WEAR A HELMET. SPIN lh'ww- pun,? mun-ma . BE THDIICHTEIIL- HANDICAP RAMPS. SCDDIERIDI PARK IN THE MIDDLE DE SIDEWALKS. DDT TIME FDR THAT. DRIVERS LICEHSE IHD EAKE IDS, SPIN lh'ww- pun,? mums?n . PARK DH PRIVATE PRDPERTV, LIKE DRIVEWAY. APPRECIATE IT. SPIN um- an no ?mum-MI PARK HEKT TD BIKE RACKS. WIHS. C Plan for Safe Riding and Storage of Scooter Parking Signs and Zones Some of our partner cities and campuses have asked us to design parking signs or parking zones to implement in certain, high-traffic locations to encourage corralling of Spin scooters. Should SFMTA be interested, Spin would be happy to help design and implement similar parking signs and zones. C Plan for Safe Riding and Storage of Scooter • Describe how you would monitor compliance, including any technology innovations that allow monitoring, and how you would address users who are noncompliant. Spin takes safety and compliance seriously and ensures they are a priority across our operations. We use several methods to monitor compliance with the City’s rules for scooter riding and parking, including identifying and responding to scooters with potential safety or maintenance issues. On-the-Ground Methods The primary “on-the-ground” ways we identify potential safety or maintenance issues as well as identify instances of improperly parked scooter include: • User and public reporting: Users and members of the public can easily contact us to report any potential maintenance, safety, or improper usage/parking issues they encounter or observe with our scooters. • Local operations team: Our local operations team, as part of its regular responsibilities, inspect scooters to spot for any scooters in need of potential maintenance. The team also rectifies any improperly parked scooter it finds in the public right of way as part of its regular sweeps. Furthermore, our local operations team responds to any reports of improperly parked scooters and relocation requests. • Charger network: Our chargers are trained and given the software tools to easily report any scooters that may be in need of repair. They are also trained to deploy scooters correctly, in compliance with the City’s rules. Regardless of the source, all reports of improperly parked scooters and potential safety and maintenance issues are handled by our in-house customer support team, who creates tickets and assigns them to a Spin employee for attention. For any potentially safety-related issue, Spin’s customer support team immediately disables the scooter remotely to prevent users from unlocking it until the scooter has been inspected, picked up, and repaired by a Spin personnel. C Plan for Safe Riding and Storage of Scooter Tickets are also created for relocation requests and reports of any improperly parked scooter and are assigned to a Spin personnel. As is required by the City, Spin personnel will respond to such tickets within the specified timeframe upon receiving notice. For any urgent requests – such as from SFMTA – we respond as soon as possible. In the case of severe or inclement weather or an urgent/emergency issue, Spin is able to remotely disable the entire fleet of scooters, and we hope to work closely with SFMTA on when to implement these measures. Technological Methods Spin also monitors user compliance with the City’s riding and parking rules through technological means. • Parking Rating Tool: The Parking Rating Tool, which asks users who are unlocking a scooter to rate the parking job of the previous user, is used to link a negative (“thumbs down”) rating with the previous user. To help ensure that a negative rating can be reasonably assumed to be associated with the scooter’s previous user, the negative rating is “documented” when the scooter has not moved since the previous user ended his trip. • Geofencing: Should SFMTA request that we implement geofencing to designate certain areas where, for example, scooter parking is prohibited – or should Spin implement geofencing to maintain a certain service area – we are able to monitor and track compliance. When Spin detects that a user has taken a scooter outside or into a geofenced area, we are able to send in-app push notifications and automated emails to notify the user about the applicable restrictions and to inform the user to become in compliance with the applicable geofencing rules. C Plan for Safe Riding and Storage of Scooter • User-Submitted Pictures: We are planning to implement – in time for any permitted operations in the City – a technological feature in our app that requires users to take and submit a picture of their parked scooter when they end their ride. By implementing this feature, our aim is to test whether requiring picture submissions will actually result in increased user compliance. We also plan to monitor the submitted pictures as part of any action we take for noncompliant users. Noncompliant Users Spin utilizes our methods of monitoring compliance – including negative ratings on the Parking Rating Tool and reports received by our customer support team – to flag users who have been reasonably linked to noncompliant actions. For users who are flagged to be repeatedly noncompliant with scooter use, we take appropriate and escalating action, including fines, temporary suspensions, and permanent bans. For example, a user who has been linked to a negative rating on the Parking Rating Tool five times within a seven-day time frame will likely be suspended from the Spin for one week. C Plan for Safe Riding and Storage of Scooter Describe how you would phase in additional measures if your initial approach does not achieve desired levels of compliance. • The SFMTA is potentially interested in a tethering/locking pilot. Describe opportunities to consider a tether or locking mechanism for the scooters to be secured to fixed objects and how much notice would be needed in order to deploy such a program if determined necessary by the SFMTA. Spin has been actively exploring various measures to increase user compliance that are technologically feasible and reliable. Background In terms of technologies that mitigate sidewalk usage, we have found that current technologies do not yet allow for a feature to reliably detect when a scooter is being ridden on a sidewalk: Standard commercial-grade GPS units are not accurate enough. From a user perspective, implementing a GPS-based sidewalk detection solution today would result in a poor, frustrating experience, with false positives frequently rendering the scooter unusable even for proper usage. Instead, we are working on another sidewalk-detection technology that utilizes accelerometer patterns to gauge whether the scooter is being ridden on a sidewalk versus the road. Spin also remains committed to continue exploring any and all options and working closely with SFMTA on ideas. In terms of technologies to enforce parking compliance, we question the efficacy of some of the suggested measures. For example, some have suggested that operators adopt a feature that can detect when a scooter has fallen over. We believe that such a feature does not actually address the problem it is claiming to address: 1) Scooters have a low center of gravity and are already much less prone to tipping over than, say, bicycles. We believe most scooters that fall over are caused by human action and rare weather events. 2) Whether an operator is notified that a scooter has fallen via the “tipover” technology or a member of the public, all operators are required to respond within the City’s specified timeframe. 3) It is our understanding that the City’s main concern is not with the occasional tipped-over scooter but with scooters that are obstructing sidewalks and pedestrian access. C Plan for Safe Riding and Storage of Scooter Lock-To Mechanism Instead, after listening to SFMTA and stakeholders like Walk SF regarding their concerns, Spin has developed a technological solution that directly addresses parking compliance – a lock-to mechanism that requires users to lock a scooter to a physical object when parked. Our prototype leverages an integrated Bluetooth cable lock to secure the scooter to a bike rack, street post, or another physical object in the furnishing zone and, thus, out of the pedestrian pathway. Our decision to develop the lock-to prototype was in direct response to the City’s and community’s feedback, including the Department of Public Works and the San Francisco Bicycle Coalition, both whom informed us that a similar lock-to mechanism used for dockless e-bikes in the City has been considered successful in abating sidewalk obstruction. In addition to directly addressing the problem of improperly parked scooters, we believe our lock-to prototype will also address issues of vandalism and theft, helping to ensure a sustainable business model on which the community can depend. From the user’s perspective, using a Spin scooter with a lock-to mechanism is relatively straightforward: 1) User scans a scooter’s QR code to start a trip, which unlocks the scooter’s wheel and unlocks the integrated lock-to mechanism. 2) User releases the unlocked cable from the physical object to which the scooter was secured in order to start riding. 3) To finish riding, user ends the trip in the Spin app to lock the scooter’s wheel and then locks the scooter’s lock-to cable to a physical object to complete the process. C Plan for Safe Riding and Storage of Scooter Considerations While a lock-to mechanism is currently the only solution that most directly addresses and mitigates improper parking, lock-to mechanisms on all Spin scooters would create additional layers of user inconvenience that we estimate would result in lower consumer acceptance and ridership in the presence of other operators’ scooters without lock-to mechanisms: In addition to the extra steps and time required to disengage, release, and re-secure the lock-to mechanism for each scooter trip, scooters with lock-to mechanisms would be located in less “convenient” and more distant locations for many consumers, as the location of our lock-to scooters would be limited to those furnishing zones with enough physical objects. Producing and installing lock-to mechanisms fleet-wide would also take an estimated three months, delaying our ability to begin operations, should we be granted a permit, C Plan for Safe Riding and Storage of Scooter and conceding our ability to compete against other permitted operators for the duration. Based on our analysis of the aforementioned considerations of implementing our lockto mechanism fleet-wide, we believe that we would need to be permitted roughly three-fourths (3/4) of the overall fleet cap, depending on the number of other permittees as discussed in Section B, to allow us to operate in an economically viable way and to compete as a late entrant. A mixed fleet of scooters – with and without lock-to mechanisms – would allow the opportunity for Spin and SFMTA to test and better evaluate the efficacy of the lock-to mechanism, including the ability to test different prototypes. However, we believe that operating a mixed fleet would create not only the same layers of user inconvenience as mentioned above but also consumer confusion resulting from having to use Spin scooters in two different ways. Furthermore, a mixed fleet would still require us to produce and install lock-to mechanisms on a portion of our fleet, delaying the deployment of scooters with lock-to mechanisms for about an estimated two-to-three months. Should SFMTA be interested in allowing Spin to test out a mixed fleet, our analysis indicates that we would need to be permitted roughly two-thirds (2/3) of the overall fleet cap to allow us to operate in an economically viable way and to compete as a late entrant (assuming the mixed fleet would be split 50-50 between scooters with and without lock-to mechanisms). C Plan for Safe Riding and Storage of Scooter How will you ensure customers have valid driver’s licenses? Spin’s app requires all new users to scan a driver’s license before they are allowed to unlock and ride a scooter. The scanning feature verifies that the driver’s license is valid, and the app rejects any user who attempts to scan an invalid driver’s license. Scooter Recharging Plan D Scooter Recharging Plan Describe how scooters will be recharged Spin’s scooters are currently charged using a plug-in charger cable that connects the scooter to an electrical outlet. As such, the scooters require relocation to places with electrical outlets to charge, after which the scooters are returned to allowed areas of the public right-of-way and redeployed for public use. To enable this charging process, Spin currently disables the fleet each evening. During the time a scooter is disabled, users are not able to unlock and rent a scooter. Once the fleet has been disabled, Spin personnel and independent contractors, using internal software and/or our charger app, locate the disabled scooters based on GPS to pick up and charge them overnight before redeploying the scooters the following morning. Spin endeavors to minimize fleet loss, so any scooter that cannot be retrieved overnight (i.e. bad weather, hidden, weak GPS signal) will be searched for during the course of the next day or, if necessary, over course of several days. D Scooter Recharging Plan • How will you know when a scooter needs to be recharged? Each of Spin’s scooters are outfitted with onboard systems that relay battery-level readings back to the company and our local operations team, who monitor the fleet’s battery levels, among other metrics, as part of its responsibilities. Once a scooter’s battery reading falls below a certain level, the scooter is disabled to prevent it from being rented until it can be retrieved for charging. Spin also displays the battery-level reading for each available scooter in the app, so that users are able to see a scooter’s battery level before unlocking and renting it. D Scooter Recharging Plan • Will independent contractors be used to charge scooters? If so, describe the incentive structure for charging scooters and any information provided to contractors concerning safe charging practices. Yes, Spin works with independent contractors based in San Francisco and the Bay Area to help us charge our scooters. We currently have a simple incentive structure for our charger network, offering $10 in compensation for each scooter that is picked up, charged, and redeployed. However, we plan to change our incentive structure so that our charger network is paid between $5 and $20 for each scooter based on the degree of “difficulty” of locating it for retrieval. The degree of “difficulty” for each scooter is calculated using an algorithm that takes into account, among other factors, whether the scooter 1) has been reported for maintenance and needs to be addressed as soon as possible, 2) has been difficult to locate (i.e. purposefully hidden, etc.) or is located in a relatively remote area, and 3) has a lower battery level relative to other scooters in our fleet. Each member of our charger network is provided an educational guide that explains how our charger app works and can be used, how a general charging process looks like, and safe charging practices to protect themselves and others. This information is also provided to our charger network in the charger app itself, through in-app tutorials. (We plan to further supplement the educational guide and in-app tutorial with a video tutorial to explain how the charger network works and to provide more education about the rules governing scooter placement in the public right of way.) Among the safe charging practices we share with and educate members of our charger network include: • plugging in no more than four charger cables into an electrical outlet to prevent any circuit issues; • charging scooters in places with adequate space, lighting, and ventilation; • being mindful of vehicular and pedestrian traffic during the retrieval process; and • most importantly, never placing oneself in danger or an uncomfortable situation to retrieve a scooter. Members of our charger network are also provided with the contact information for Spin’s local support team, who are available and ready to answer any questions, address any concerns or comments, and assist with any issues that may arise. D Scooter Recharging Plan • How will the permittee minimize potential negative impacts associated with practices related to collecting, redistributing, and recharging scooters? Will the permittee document new vehicle miles generated by collecting, redistributing and charging activities? As described above, Spin emphasizes proper and safe charging practices by educating our charger network and providing informational guides, tutorials, and direct access to our local operation’s team for any and all assistance. The education and materials include how to protect members of the public and our charger network when scooters are being retrieved and redeployed, such as being mindful of vehicular and pedestrian traffic and ensuring that traffic and pathways are not obstructed when they are retrieving and redeploying scooters. We frequently update our education efforts and information materials for our charger network based on experience and learnings, and we believe the best practices we teach and preach – especially with regards to safety – are directly aimed at mitigating potential negative impacts that may be associated with the charging process. As we continue to develop and improve best practices for our charger network, we would be interested in seeking guidance and feedback from SFMTA over the duration of the pilot program. In addition to safe-practice education, Spin minimizes potential negative impacts by educating our local operations team and our charger network on how and where to redeploy scooters responsibly. When redeploying, Spin’s practice is to typically place scooters in clusters of two to five, instead of deploying a large number of scooters in one single location. Spin’s local operations team and our charger network are also educated about proper and allowed deployment locations, such as furnishing zones of public sidewalks and other public spaces in front of pre-selected locations. They are also instructed not to obstruct pedestrian traffic and minimize the footprint of our scooters in the public right of way. When we operated our small fleet of scooters in the SOMA area, we did not document vehicle miles generated by the charging process in any systematic way. Spin’s average daily fleet size of 58 scooters – before we ended operations and recalled our entire fleet on May 25 – required only a few vehicles on any given day to retrieve and redeploy our scooters. However, we recognize a permitted operation may entail a larger fleet and, thus, operations to retrieve and redeploy scooters. We would be open to documenting vehicle miles associated with the charging process, and we would be happy to discuss the most feasible way we could provide SFMTA the data it seeks. D Scooter Recharging Plan During the time we operated, however, we adopted a company practice of encouraging independent contractors who already owned larger-capacity, fuelefficient vehicles to join our charger network, which we have oftentimes found to be more efficient in retrieving scooters than having two or more smaller vehicles on the road. In addition, we encourage independent contractors who are available during non-peak hours to join our charger network, as well as encourage everyone to retrieve and redeploy scooters during non-peak hours, not only to avoid adding to the City's traffic congestion during peak hours but also to ensure a more efficient and less frustrating experience for members of our charger network. Maintenance, Cleaning and Zero Waste Plan E • Maintenance, Cleaning and Zero Waste Plan How will you know when a scooter needs maintenance? When our internal operations team brings in scooters for recharging, our maintenance team inspects the scooters for damage and/or excessive wear and tear. The scooters are also test ridden before redeployment the following day to ensure there are no hidden technical issues. When our chargers pick up scooters, they inspect the scooters for any physical damages. If the scooter is deemed to be in need of maintenance, it is brought to our local warehouse for repair, cleaning, and eventual redeployment. Our chargers can also request for scooters to be picked up by our internal operations team if they determine maintenance is needed. Riders are able to report damaged scooters through the Spin app, which notifies our internal operations team that a scooter needs to be picked up and repaired. Members of the public may also contact us via email or phone to report a scooter in need of maintenance. E • Maintenance, Cleaning and Zero Waste Plan Describe approach to maintenance, cleaning, and repair of scooters, including scooter and battery lifespan Once Spin HQ, our operations team, a charger, or a user or member of the general public identifies a scooter as damaged or potentially unsafe to ride, we immediately change the status of the scooter on our internal system to unrentable. This status means that the parked scooter remains locked and users may not scan to rent or unlock it. The scooter is also removed from the in-app map. Our repair and charger teams are immediately notified via our administrative tool, and they are incentivized to pick-up these damaged scooters as soon as possible. These scooters are then brought to our local repair team to fix, and only after passing a rigorous quality check, the scooter will be redeployed on the street. For our operations team and chargers, inspection criteria are as follows: • Functioning front and rear light • Sturdy stem and handlebars • Functioning kickstand • Brakes are functioning, able to seize up the wheel on flat ground (“skid”) • Scooter is unlocking/locking properly • Wires are intact • Tires are properly inflated, with no punctures or abnormal wear • Stickers and vinyls are attached properly Spin scooters have a lifespan that is dependent on battery and the number of charge cycles. After 750 charging cycles, the battery will need to be replaced. If a scooter’s frame remains in good condition, parts can be replaced indefinitely. E • Maintenance, Cleaning and Zero Waste Plan Describe how you will comply with the City’s zero waste and producer responsibility policies, including taking responsibility for the scooters throughout their life cycles by properly managing hazardous components including batteries, reducing the need for new scooters through repair, redistributing for reuse, and recycling or otherwise properly disposing of all component parts. First, we try and repair the scooter without replacing any parts. If a part is missing or unrepairable, we will then install a replacement part. Replacement parts are salvaged from scooters that are deemed unrepairable by our mechanics. If a scooter is determined to be unrideable or not fixable, we consider it ‘decommissioned.’ Any reusable parts from a decommissioned scooter are stripped off the scooter and organized into the warehouse inventory. These parts are used before ordering new parts. As for battery recycling, under the California Universal Waste Rule, Spin qualifies as a Conditionally Exempt Small Quantity Universal Waste Generator (CESQUWG) since we generate less than 100 kilograms (220 pounds) of total federally regulated hazardous waste in a calendar month. Given this designation and pursuant to Title 22 of the California Code of Regulations, Spin is exempt from universal waste handler requirements so long as we: 1) Do not dispose of universal waste; 2) Relinquish universal waste only to another universal waste handler, a universal waste transporter, a destination facility, or a curbside household hazardous waste collection program; and 3) Do not conduct treatment of universal waste, except for limited activities enumerated in the regulations. Nevertheless, Spin will work closely with the California Department of Toxic Substances Control to ensure our operations are in compliance with the California Universal Waste Rule and any other applicable hazardous waste regulations. E • Maintenance, Cleaning and Zero Waste Plan What fleet size is needed to maintain a given number of active scooters? To maintain a consistent level of 100 scooters deployed on a daily basis, Spin plans on having an additional 100 as backups. In general, we will have the same number of backup scooters as active scooters to ensure that we can appropriately maintain our active scooter numbers. Hiring and Labor Plan F • Hiring and Labor Plan Describe the staffing plan, including hired staff and contractors, for operation and maintenance of your scooter share program Spin’s local operations team is tasked with ensuring the safety, accessibility, and responsible deployment of Spin’s scooters. The local operations team also assists our charger network, which helps carry out the charging process as described in Section D. Our San Francisco-based operations team is based out of our headquarters in SOMA and at our local warehouses, from where they perform two primary functions: Maintenance • Ensure every scooter is inspected before deployment for, at a minimum, cleanliness, damage, and safe and reliable operation. • Ensure repairs and training are done by professional, experienced mechanics or staff, with a recorded history of inspections and repairs. • Make repairs – or assist mechanics with repairs – and perform on-the-spot tune-ups. Fleet Management • Ensure scooters are deployed in accordance with local rules, such as rules for parking in the public right of way. • Visually survey streets and sidewalks and reposition any obstructing scooter. • Respond to and retrieve scooters that have been marked for repair, relocation, or cleaning. • Rebalance/redistribute scooters based on usage data and based on any City request or requirements. • Assist with the charging process. In San Francisco, the local operations team’s organizational structure will be as follows: F Hiring and Labor Plan We currently plan for our charger network to pick up, charge, and redeploy approximately 80 percent of Spin scooters that are retrieved each night. The charger network’s efforts are supplemented by our local operations team, who pick up remaining low-battery scooters and scooters in need of repair during the day. Our local operations team is also on call to respond to any relocation requests. Maintenance of scooters are mainly conducted by mechanics, who are paid per scooter repair but receive more compensation depending on the difficulty and lengthiness of the required repair. Mechanics make their own schedule through an electronic scheduling system by signing up for “blocks” of time during which they repair as many or few scooters as they choose in our warehouse. Mechanics bring their own tools to perform their repairs. F • Hiring and Labor Plan Describe how your hiring plan will comply with local laws and best practices regarding equal opportunity, local hiring, and fair wages First, Spin ensures our hiring practices are in compliance with any applicable laws by vetting our policies with outside counsel, including our compliance with equal opportunity, local hiring, and fair wage laws. Second, we further ensure compliance with local laws by setting strict boundaries in our relationships with any independent contractors, including any independent contractors who are mechanics or members of our charger network. Members of our charger network and mechanics, for example, assist us at their own discretion by making their own schedules and working when they wish to. • Both chargers and mechanics use their own tools and equipment for their respective work. • While we provide educational materials, including guidelines and tutorials, on best practices, chargers and mechanics are able to perform their work according to their individual professional methods. Third, Spin also ensures fair wages as part of our hiring plan. For jobs on internal operations team, we currently offer a competitive starting wage of $22/hour. Spin’s operations leads, meanwhile, are currently offered a starting wage of $24/hour. Spin also provides genuine opportunities for advancement in both positions: Some of our Spin’s senior operations employees (operations manager, launch manager) started their careers with Spin on the internal operations team. Fourth, Spin believes strongly in hiring locally – as evidenced by both our SF-based staff and our local operations teams across the country – and ensuring equal opportunity throughout all hiring processes and working relationships. In San Francisco, Spin has placed greater emphasis on hiring locally from our hometown by reaching out to groups like Mission Hiring Hall and the Treasure Island Job Corps, both of which assist low-income residents find jobs in the City. Once Spin begins permitted operations, we have made plans to participate in a series of periodic hiring events through Mission Hiring Hall, allowing Spin personnel to work more closely with community partners to identify promising job applicants. We also intend on participating in Mission Hiring Hall’s quarterly hiring events that are organized in collaboration with the City College of San Francisco. Spin’s local hiring initiative in San F Hiring and Labor Plan Francisco is not limited to independent contractor roles but also full-time opportunities. Furthermore, Spin’s local hiring initiative will be part of our planned community outreach events in various low-income or diverse communities, which we detail in Section G. In addition to educating and encouraging community participation, including through our Spin Access program, Spin personnel at each event will provide information and answer any questions about employment opportunities to interested job seekers. F • Hiring and Labor Plan Describe how you will approach transparency with any contractors related to hourly rate and net of job related expenses For members of our charger network, our charger app, which must be used for the charging process, provides clear compensation information by displaying the number of scooters a charger has retrieved as well as the expected total compensation from Spin. Additionally, as part of the on-boarding process, Spin provides new members of our charger network with information that outlines per-scooter compensation and provides notice that chargers will incur an electrical cost to charge Spin scooters. We further disclose to new members that participating in the charging process will result in increased gasoline and/or additional mileage if they choose to use their motor vehicles. However, many members of our charger network choose to retrieve scooters using their own bicycles or by walking, which would not incur additional gasoline and/or mileage costs. For new mechanics, as part of the on-boarding process, Spin provides a list of recommended tools for repairing scooters, should they be missing some of the needed tools in their collection. We further disclose the expected cost of each recommended tool on our list. F • Hiring and Labor Plan Will you provide skills training for potential staff and contractors? Spin provides any required skills training for employees. Such training can include how to repair scooters, troubleshoot technical issues with our scooters and our app, use our internal fleet management software, and answer any media inquiries. For new members of our charger network, Spin provides an in-person on-boarding process, where we provide information about the charging process and best practices for working efficiently. We also ensure to answer any and all questions during the onboarding process. As previously mentioned, we also provide our charger network with a tutorial guide, allowing members to refer back to it at any time. Spin’s customer support team is also trained to help members of our charger network for any immediate questions or issues. Similar to our charger network, Spin provides an in-person on-boarding process for new mechanics. While our mechanics are professional independent contractors, we ensure that an operations lead or operations manager is at the warehouse to provide assistance and information or answer any questions. Community Outreach Plan G Community Outreach Plan What community outreach have you done or would you plan to do with stakeholder groups, merchants, and residents in the neighborhoods you are considering serving? If applicable, describe any strategies to partner with community benefit organizations, minimize disruption in neighborhood commercial districts, provide community benefits, implement a culturally relevant and multilingual communications plan, an equitable implementation plan, or promote the use of scooter sharing systems citywide among low income communities. Spin’s partnership-first approach informs every aspect of how our company operates and conducts itself, including our community outreach efforts. We endeavor to be a part of the community in each of our cities and campuses, working closely with governments, universities, and local stakeholders to tailor our dockless mobility services and be responsive to the community. These efforts include, among others, partnering with local community groups, helping local businesses and employers, and providing low-income access to our services. Community Outreach To-Date Spin was born and raised in San Francisco, and we have made every effort to be a good community partner to our hometown since we first made plans to pilot a small number of scooters. Since early February 2018, Spin has endeavored to proactively reach out to and meet with as many stakeholders as possible. Our ongoing efforts in stem not only from the fact that Spin is based here but also from Spin’s differentiating ethos of first and foremost working collaboratively with cities and governments. Spin’s community outreach in San Francisco to date has provided us with the opportunity to inform stakeholders about our company’s mission and scooter-share program, as well as the opportunity to listen to the community’s feedback and ideas. Below is a non-comprehensive list of select meetings and communications with community stakeholders: • • • • 2/5: Initial outreach to SFMTA staff 2/20: In-person briefing for SFMTA staff (Jamie Parks and Andy Thornley) 2/20: Email request for meeting sent to Supervisor Kim’s office (Noelle Duong) 2/20: Email briefing provided upon request to Supervisor Kim’s office (Noelle Duong) G Community Outreach Plan • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • 2/23: Email answers to follow-up questions from Supervisor Kim’s office (Noelle Duong) 3/14: Email request for meeting sent to Supervisor Peskin’s office (Lee Hepner) 3/20: Phone call with SFMTA staff (Andy Thornley) 3/27: In-person briefing for Bay Area Council (Michael Cunningham) 3/28: In-person briefing for SFMTA staff (Jamie Parks and Miriam Sorrell) 3/29: Participation in People Protected Bike Lane event 3/29: In-person briefing for Supervisor Sheehy 4/2: Email update sent to Supervisor Kim’s office (Noelle Duong) 4/2: Email update sent to Supervisor Peskin’s office (Lee Hepner, Sunny Angulo) 4/2: Email request for meeting sent to Supervisor Tang’s office 4/2: Email request for meeting sent to Supervisor Ronen’s office 4/2: Email request for meeting sent to Supervisor Breed’s office 4/2: Email request for meeting sent to Supervisor Stefani’s office 4/2: Email request for meeting sent to Supervisor Fewer’s office 4/2: Email request for meeting sent to Supervisor Safai’s office 4/2: Email request for meeting sent to Supervisor Cohen’s office 4/2: Email request for meeting sent to Supervisor Yee’s office 4/3: In-person public comments provided to SFMTA Board of Directors 4/5: In-person briefing for MTC staff (Toshi Shephard-Ohta) 4/6: Response letter to SFMTA regarding our scooter-share pilot 4/11: Email briefing for SFMTA staff regarding usage data 4/11: In-person briefing for MTC staff (Ashley Nguyen, Toshi Shepard-Ohta) 4/12: In-person briefing for MTC executive staff (Andrew Fremier, Toshi Shephard-Ohta) 4/13: In-person briefing for Supervisor Kim’s office (Noelle Duong) 4/13: In-person briefing for Supervisor Breed’s office (Samantha Roxas) 4/13: In-person briefing for Supervisor Tang’s office (Jessica Ho) 4/17: In-person briefing for Walk SF (Jodie Medeiros, Josie Ahrens) 4/17: Email outreach to Senior and Disability Action (SDA) (Jessica Lehman) 4/18: In-person briefing for Supervisor Yee’s office (Erica Maybaum) 4/23: Phone call with SFMTA staff (Andy Thornley) 4/23: In-person briefing for SF Bicycle Coalition (Janice Li) 4/24: In-person briefing for BART (Steve Beroldo) 4/26: In-person briefing for SFMTA staff (Miriam Sorrell) 4/26: In-person briefing for DPW (Director Nuru and Jerry Sanguinetti) 4/27: In-person briefing for San Francisco Rising (Chema Hernández Gil) G Community Outreach Plan • • • • • • • • • • • 4/30: Phone call with Treasure Island Job Corps (Kristen Bates) 5/1: Phone call with Mission Hiring Hall (Omar DelReal) 5/1: Phone call with SF Bicycle Coalition (Janice Li) 5/2: Participation in People Protected Bike Lane event 5/3: In-person briefing for Mayor’s office (Andres Power) 5/7: Email briefing for Walk SF (Jodie Medeiros, Josie Ahrens) 5/9: Participation in People Protected Bike Lane event 5/15: Phone call with TransForm (Clarrissa Cabansagan) 5/18: In-person presentation to Mayor’s Disability Council 5/23: In-person briefing with TransForm (Clarrissa Cabansagan) 5/23: Phone call with Young Community Developers (Shamann Walton) While the above list highlights only some of our outreach to date, the community stakeholders with whom we have met have already provided us with invaluable feedback and suggestions. In particular, several of our initiatives outlined in Section C, which we have permanently adopted as part of our ongoing operations plan in San Francisco, directly resulted from these communications, including, among others, our increased education and public awareness efforts, our implementation of stronger user-compliance features, and our development of a lock-to mechanism prototype (see Section C for further details). G Community Outreach Plan Community Outreach Going Forward Going forward, Spin will continue our efforts to engage with our hometown community and demonstrate our commitment to being a good partner with the City. • Contracting with local shops: In any market, Spin seeks to work with local shops, such as bike shops, to assist in the operations or maintenance of our fleet, and we proactively reach out to local businesses to gauge their interest in such partnerships. • Spin Local: Spin Local supports local merchants by driving sustainable traffic to their brick-and-mortar stores. For our Spin Local partners, we provide a QR code that can be scanned in the store by Spin users to receive a refund on their ride or a ride credit, and we typically ask our Spin Local partners to assess some sort of discount as well. Our Spin Local partnerships also include collaborating on crosspromotional initiatives, such as organized rides or providing scooters for a storefront event. • Spin for Business: Spin for Business helps employers and organizations wishing to promote alternative and sustainable mobility modes for their employees and visitors. Our Spin for Business partners are guaranteed a certain number of Spin scooters at their location on a regular basis. Spin for Business can be tailored to meet the needs of our partners – such as allowing for employer-subsidized rides or providing an introductory promotional rate for employees. • Community events: Spin proudly works with local agencies and community groups to promote safer streets, raise awareness of alternative mobility options, and sponsor public events. In fact, we welcome any invitations or requests from the community, and we always try our best to participate and be a good neighbor. In the past, we have participated in, promoted, or sponsored a wide variety of causes and events, such as helping to fund protected bike lanes, educating low-income residents at mobility open houses, providing promo codes for city-sponsored events, and partaking in community holiday parades. Here at home, we have been active participants in People Protected Bike Lane events for over a year, including sponsoring some of the group’s events. At the People Protected Bike Lane events, Spin employees help to form a human barrier G Community Outreach Plan between an unprotected bike lane and a dangerous street, where drivers often endanger bike and scooter riders. • Multicultural Communities: Spin is responsive to our communities and the people who make up them, ranging from promoting dockless mobility at Seattle’s Pride Fest to providing multilingual materials to interested businesses in adjacent Bay Area cities. Besides fulfilling the multilingual requirements in the permit, we plan to be just as proactive and responsive in San Francisco as we have in other partner cities by designing and distributing multilingual literature and education to promote Spin scooter-share and Spin Access. In particular, as we describe below in detail, we hope to leverage our multilingual materials and resources, including our multilingual employees, to go beyond our efforts in other partner cities by promoting and increasing participation in Spin’s scooter-share in low-income and diverse communities through on-the-ground community outreach events. See below for examples of multilingual materials and resources. G Community Outreach Plan Pasea a tu gusto Desbloquea por $1 1 Encontrar Abre la aplicación de Spin para descubrir los vehículos cercanos 2 Escanear Escanee el código QR en el vehículo para desbloquear tu viaje 3 Estacionar Estaciona de forma responsable y bloquea el vehículo Descargue la última versión www.spin.pm 始于骑行 1 美元解锁 1 查询 打开 Spin app，查询您 附近的车辆 2 扫码 扫一扫车上的二维码， 轻松解锁 3 停放 请自觉停好车辆，并锁 好您的车 下载最新版本 www.spin.pm G Community Outreach Plan • Equitable Implementation: Spin aims to serve every community in our hometown, but we are particularly eager to provide personal mobility options in lower-income and diverse residents. In fact, Spin hopes to help cities achieve what other mobility modes have thus far struggled to – transportation equity. We believe a sound framework for implementing Spin’s scooter-share equitably in San Francisco is to complement the Muni Service Equity Strategy, which seeks to improve mobility in eight Equity Neighborhoods that have been identified as being most in need of mobility access (including Chinatown, South of Market, Mission, Outer Mission, Western Addition, Ocean View, and Downtown/Civic Center). Recognizing the Equity Working Group’s tremendous work and expertise in transportation equity, we hope to explore the possibility of scooter-share initiatives that can dovetail with any of the Group’s priority needs and/or recommendations to help provide more mobility options. In particular, among the recommendations in the latest Muni Equity Service Strategy Report are extensive capital improvements that would require additional budget capacity in the short-term. At Spin, we think our scooter-share program – which does not receive public funding – may be uniquely positioned to help improve transportation equity in certain priority neighborhoods by serving as a complementary or short-term measure until additional budget capacity for capital improvements is made available. While Spin’s ability to serve certain Equity Neighborhoods in a financially viable manner will depend on the permitted size of our fleet, our proposed all-lock-to fleet size as discussed in Sections A and B would allow us the means to provide a tangible, affordable mobility option in nearly all Equity Neighborhoods. We would further seek to work with SFMTA to discuss a target proportion of scooters that should be regularly deployed in each Equity Neighborhood. In addition to effectively serving Equity Neighborhoods, Spin’s equity programming will include our Spin Access program, which provides low-income residents a reduced rate and the ability to pay for rides using cash. Eligible residents will receive 50 percent off the standard rates. Eligibility requirements for Spin Access low-income rates include being a Bay Area resident, having a state-issued identification card and either 1) receiving Calfresh through the California Department of Social Services, 2) having a San Francisco Municipal Transportation Agency (SFMTA) LifeLine Pass, or 3) utilizing the Pacific Gas and Electric (PG&E) California Alternate Rates for Energy (CARE) Program. Residents wishing to sign up G Community Outreach Plan for our Spin Access low-income program can simply fill out the online application form, register in-person at one of our community events (discussed later in this Section), or work directly with one of our community liaisons. Spin Access also provides eligible low-income residents who are unbanked with access to our scooters at the same discounted rate. Eligible low-income residents can use cash to purchase a Spin Access card at partner locations1. Each Spin Access card will have a unique promo code that the user can enter into the app to “deposit” the Spin Access card’s balance into their Spin app account. Spin Access Spin Access 您的收入是否符合资格？ 您正在寻求代步工具？ 让我们助您一臂之力。 ¿Ingresos calificados? ¿Buscas un aventón? Déjanos llevarte a tu destino. 注册 Spin Access, 立享单脚滑 行车半价特惠。 Regístrate a “Spin Access” para recibir paseos de scooter a mitad de precio 起步价仅需 0.5 美元，随后每分钟 0.07 美元。 Solo $0.50 para comenzar + $0.07 por minuto 1 1 Inscríbete para Spin Access por internet o atiende uno de nuestros eventos comunitarios para verificar si eres elegible. No tienes tarjeta de crédito o debito? No hay problema! 2 Una vez aprobado automáticamente recibes 50 por ciento de descuento cuando viajes usando Spin. 3 Encuentra una Spin Scooter, desbloquea, y viaja! Residentes elegibles pueden usar dinero en efectivo para comprar una tarjeta de Spin Access en lugares calificados. Simple sigue las instrucciones en la tarjeta para agregar dinero a tu cuenta con Spin. 在我们的社区活动中在 线注册 Spin Access 或携 带符合资格的收入证明 联系社区联系人。 没有信用卡 或借记卡？ 无需担忧！ 2 通过审批后，登录 Spin 应用程序账户， 自动立享半价代步工 具优惠。 3 查找 Spin 单脚滑行车， 解锁单脚滑行车，尽享 代步便捷优势！ 符合收入资格的居民可使用现金在合作伙伴处购买 Spin Access 卡。只需按照卡上的说明将余额转入至 Spin 账户即可。 Spin is currently securing partner locations in the City, but possible partner locations include community organizations. We would also like to explore the possibility of selling Spin Access cards at certain City offices, similar to what we already do in other markets. 1 G Community Outreach Plan Spin Access Income qualified? Looking for a ride? Let us get you there. Sign up for Spin Access to receive half-price scooter rides Only $0.50 to start + $ .07 a min. 1 Sign up for Spin Access online, at one of our community events, or with a community liaison by showing • 2 3 Find a Spin scooter, unlock the scooter, and be on your way! eligible income level. Once approved, automatically receive half-price rides when logged into your account in the Spin app. No credit or debit card? No problem! Income-qualified residents can use cash to buy a Spin Access card at partner locations. Just follow the instructions on the card to add balance to your Spin account. Low-income community outreach: Spin believes that any successful equity programming must include good-faith outreach to the communities we hope to serve by demonstrating to residents the tangible advantages and opportunities of Spin’s scooters. Focusing on affordability and convenience, we hope to generate interest and participation among low-income communities in a way that makes Spin’s equity programming meaningful. As demonstrated by Bike Share for All’s community outreach, increasing participation among low-income communities requires on-the-ground efforts – not relying on traditional marketing or online tools that often ignore these communities or are otherwise inaccessible to them. Spin’s outreach efforts to low-income communities will include Spin personnel serving as community liaisons, working to meet the needs of each community’s residents and to encourage their participation in Spin’s scooter-share program. We also hope to continue working with – and continue learning from – the San Francisco Bicycle Coalition and their staff, who have already provided us with invaluable advice on best practices and collaborative opportunities for boosting community participation. G Community Outreach Plan Once permitted to operate in the City, Spin currently plans to further our community outreach efforts by conducting meet-and-greets with the community benefit organizations (CBO) in each of our targeted Equity Neighborhoods. To raise awareness in the respective communities and drive participation in our scootershare program, Spin also plans to work with CBOs and other community stakeholders to conduct one to two community outreach events in each of those Equity Neighborhoods. These community-based events will be advertised in advance and will include social-media outreach, emails, community liaisons on the ground, and flyers/literature distributed in the Equity Neighborhoods. The community outreach events will allow Spin’s community liaisons to educate prospective users about our scooter-share program, provide educational demonstrations of the scooters including proper usage and parking, help interested residents download the Spin app and create an account, and sign up in-person for Spin Access including the opportunity to purchase Spin Access cards with cash. Our community liaisons will also assist with securing or providing any translation or interpretation materials and services to ensure that our community outreach events are accessible. Related to our outreach efforts to low-income communities is our local hiring initiative, which is further described in Section F. Experience and Quali?cations H • Experience and Qualifications Describe your qualifications to operate a scooter share program including experience operating shared mobility programs in North America About Spin Founded in 2016 by a diverse team of policy, on-demand, and mobility experts, Spin is the leading dockless mobility provider for cities and campuses in the United States. Our nationwide fleet includes scooters, e-bikes, and bikes. 50+ 228k 12k MARKETS RIDERS VEHICLES Spin is a San Francisco-based personal mobility company that seeks to help cities and campuses reduce their dependence on cars by offering an affordable, accessible, and sustainable form of personal transportation. Founded in San Francisco at the end of 2016, Spin currently operates dockless scooter-share and bikeshare services in over 50 markets in the United States, including Washington, DC; Durham, NC; Charlotte, NC; Seattle, WA; and Flagstaff, AZ. Spin also operates shared-mobility programs on nearly 40 campuses, which often have more stringent rules than cities and have higher expectations for operational standards. Indeed, we believe our partner cities and campuses – in all shapes and sizes – have allowed Spin to develop and hone the experience and expertise required to H Experience and Qualifications operate shared-mobility services at the highest standards – standards that we now hope to offer our hometown. Dockless Mobility – the Right Way In the dockless mobility space, an industry still in its infancy, we believe Spin is the only company that has consistently demonstrated our commitment to doing dockless mobility the right way – in a way that is responsible and safe and that makes sense for our community. We approach each and every city and campus through the lens of a partnership, and we have strived to do the same here in San Francisco. Our interest is not deploying more scooters than are needed but in ensuring a sustainable business that our City, neighbors, and visitors can depend on. That is why we have been deliberate in not trying replicate the overseas model of deploying as many scooters or bikes as possible in a given area -- a model that we unfortunately see every other company trying to copy. And that is why we are proud to have led the industry in developing and shaping the regulatory framework for dockless mobility in the United States, not with the aim of going unregulated but with the aim of providing good-faith policy proposals to balance public and private interests. Policies our team has either created or advocated for that have now been adopted by local governments include caps on fleet sizes, the mechanism with which to enforce such caps, and robust data-sharing requirements. Our commitment to forging true partnerships is evidenced by our industry leadership in developing common-sense regulations and policy proposals, our references, and our ability to provide cities and campuses with a mobility solution that fits the needs of each community – not a one-size-fits-all solution. In fact, we are proud that -- when able to choose – Spin most often emerges as the preferred operator for cities and campuses. We would encourage SFMTA to contact their counterparts in cities with multiple dockless-mobility companies, such as Charlotte, Durham, and Seattle, where we believe our model of true government collaboration would yield acknowledgment. We are excited about the opportunity to work with San Francisco to ensure a safe, responsible scooter-share system for our hometown. It is our hope that our actions and the steps we have taken to directly address the concerns raised by SFMTA and stakeholders can demonstrate our commitment to doing dockless right way. H Experience and Qualifications At Spin, we believe in communities where people come first, not just cars, and where citizens have access to more affordable, sustainable, and equitable means of shared mobility. We hope to build this future with SFMTA and our community. H • Experience and Qualifications If you have ever operated a shared scooter program in San Francisco, describe how you complied with applicable laws, including your efforts to ensure compliance by your users with applicable laws, your efforts to work in good faith with staff from the City and County of San Francisco, and your expeditious compliance with previous enforcement efforts and payment of administrative charges to the City and County of San Francisco for right-of-way violations (including sidewalk obstruction). Spin is proud to call San Francisco our home, and we have endeavored to be as forthcoming, transparent, and responsive to City officials and staff about our smallscale scooter pilot each and every step of the way. After first reaching out to SFMTA on February 5th, we had the opportunity to brief SFMTA staff on February 20th on our proposed pilot plans and to seek suggestions on how best to responsibly and safely deploy shared-use scooters. We also sought SFMTA staff’s guidance on any regulatory concerns, and we proceeded with our plans once we were informed that our proposed operations would not conflict with existing state or local laws. We first deployed a small fleet of scooters on March 20th. From the outset of our operations, Spin incorporated clear in-app notifications of applicable laws per California Vehicle Code §407.5(a), §21224-21225, §21229-21230, §21235, et al. Subsequent to our meeting with SFMTA staff, Spin provided updates to SFMTA staff on March 20th and March 28th on how our pilot was going, including sharing our preliminary usage data. During the March 28th meeting with SFMTA staff, we also discussed the City’s possible next steps in light of multiple companies deploying scooters, and we were able to learn that the legal status of our small-scale operations remained unchanged since SFMTA’s determination at our first in-person meeting. On April 3rd, Spin provided a short update on our pilot to the SFMTA Board of Directors during public comments. On April 6th, Spin responded to SFMTA’s March 28th letter regarding our scooter-share program in San Francisco. On April 16th, Spin received a letter from the Office of the San Francisco City Attorney requesting immediate steps to mitigate unlawful use of our scooters. On April 30th, Spin responded to the City Attorney’s letter by detailing a series of solutions and initiatives we had implemented, including placing new stickers on all Spin scooters with clear and conspicuous safety laws, displaying more robust and frequent in-app education, and using on-the-ground ambassadors and social media to educate the H Experience and Qualifications public of proper riding and parking rules. The initiatives we implemented in direct response to the City Attorney have now been adopted as part of our standard operating procedure, and we detail these and several other initiatives in Section C. As noted in our response to the City Attorney, Spin regrets that valuable City resources were used to address instances of improperly parked and improperly operated scooters. In an effort to mitigate this, Spin met with DPW Director Nuru and senior staff on April 26th to discuss how our operations team could better position scooters upon deployment and to offer our assistance in responding to and addressing any issues pertaining to our scooters. While we met with various agency officials and staff, we also endeavored to be as forthcoming about our pilot program with the Board of Supervisors. This outreach included in-person briefings with the following offices: Supervisors Kim, Breed, Tang, and Yee. Despite our outreach, Spin was unable to meet in-person with Supervisor Peskin’s office. Additionally, Spin met in-person with the Office of the Mayor on May 3rd and presented to the Mayor’s Disability Council on May 18th. In addition to the foregoing, Spin met in-person with MTC executives and staff as well as BART staff. The purpose of these meetings was to convey the transportation benefits of Spin’s scooter-share program and to explore possible partnerships and collaboration on shared mobility goals. These conversations with MTC and BART continue. For a full listing of Spin’s efforts to work in good faith with officials and staff from the City and County of San Francisco, as well as other interested stakeholders, please see Section G. Spin received five notices of violation (NOVs) from DPW – all for obstruction of street in various locations. To the best of our knowledge, Spin has paid all administrative penalties issued on our behalf related to our scooter-share program and currently carries no balance for outstanding invoices per the DPW. Upon learning that the newly passed ordinance pertaining to unpermitted scooters would go into effect before the completion of SFMTA’s permitting process, Spin proactively and decisively began recalling our entire fleet of scooters well before the H Experience and Qualifications June 4th deadline. In fact, Spin removed nearly all scooters from the streets by May 25th, and we began displaying a disabled message in our app (see screenshot below). Between March 20th and May 25th, Spin’s average daily fleet size never exceeded 60 scooters, which we have shared with SFMTA and reflect the decision we made to honor the plans we first shared with SFMTA staff on February 20th. See below for a chart displaying the number of deployed Spin scooters each day over the course of our operations. Privacy Policy, User Agreements, and Terms of Service I • Privacy Policy, User Agreements, and Terms of Service Provide any privacy policies, user agreements, and/or terms of service in plain text for review Spin Privacy Policy WHO WE ARE We are Skinny Labs Inc. ("Spin"). We have created a network for sharing vehicles through a mobile application that enables users to locate, rent, and operate vehicles from the available locations (“App”) and we maintain a corporate Web site at https://spin.pm (“Site”) as well as all related applications, widgets, software, tools and other services provided by us and on which a link to this policy is displayed (collectively, together with the Site and App, our “Services”) WHAT THIS IS This is our Privacy Policy (“Policy”) and it applies to our Services and describes our collection of Personal Information, as defined below, from users who have registered for the Services (“Members”) and visitors, whether Members or not, to the Site or the App, (“Visitors”) (together, “You”, “Your” or “Users”). We take Your privacy seriously and make it a priority to protect personally identifiable information that we obtain from and about You both online and offline. If You have questions about our Policy, please send an email to hi@spin.pm. By using the Services (whether or not You are a Member), You expressly consent to the information handling practices described in this Policy. If You do not want information about You to be used in the manner set forth in this Policy, the Services may not be fully available to You. This Policy is incorporated into and is subject to the Spin Terms of Use, located here and the User Agreement if you are a Member. Your use of the Services and any Personal Information You provide via the Services are subject to the terms of this Policy and Spin’s Terms of Use. PERSONAL INFORMATION “Personal Information,” as used in this Policy, is information that specifically identifies an individual, such as an individual’s name, telephone number, or e-mail address. Personal Information also includes information about an individual’s activities, such as information about his or her activity on our Services, demographic information, such as date of birth, geographic area (including location), and preferences, when any of this information is linked to Personal Information that identifies that individual. For purposes of this policy, Spin only collects Personal Information which is reasonably necessary to achieve our personal mobility transportation services. Spin does not collect Personal Information related to race, gender, national origin, age, or sexual determination except for survey data collected on an optin basis. In the event of such survey, User is under no requirement to provide any of the requested information. ANONYMOUS AGGREGATED DATA Anonymous data is information (originally personally identifiable or non-personally identifiable) that subsequently is used in aggregate form. Although anonymous data may be based in part on personal data, it does not identify You personally. We may collect anonymous data whether or not You are a Member. We may use anonymous data for a number of purposes, including analysis of the usage of the Services, and interests and behavior. INFORMATION SPIN COLLECTS Collection of Voluntarily-Provided Information I Privacy Policy, User Agreements, and Terms of Service User Provided Information. When You register and set up an account, use or visit the Services, or contact us by e-mail or other means for any reason, You may provide Personal Information to Spin. Personal Information may also be collected if You provide such information in connection with creating a profile or group, leaving comments, posting content, sending an email or message to another User or participating in any features of the Services. In addition, from time to time we may collect other Personal Information You provide in connection with Your participation in promotional offers and other activities on the Services. If You use the Services with Your mobile device, we may have access to Your phone number, Unique Device Identifier or other device information that uniquely identifies individual smartphones or mobile devices. Payment Information. If You purchase services or products from the Services, we will collect the billing and financial information necessary to process Your charges, which may include Your postal and email addresses. We may also receive the billing and payment information that You provide when Your purchase is processed by another party. Invitation Service. Spin may offer an invitation service to tell a friend about the Services. If You choose to use our invitation service to tell a friend about the Services, we may ask You for information needed to send the invitation, such as Your friend’s email address or phone number. 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 a one-time email or text message inviting him or her to try the Service. By providing email addresses or phone numbers 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 hi@spin.pm to request that we remove this information from our database. PASSIVELY COLLECTED INFORMATION Automatically Collected Information. When You use the Services, some information is also automatically collected, such as Your Internet Protocol (IP) address, Your operating system, the browser type, the address of a referring Web site and Your activity on the Services. We treat this information as Personal Information if we combine it with or link it to any of the identifying information mentioned above. Otherwise, it is used in the aggregate only and is not considered by Spin to be subject to the restrictions in this Privacy Policy. “Cookies” Information. We may automatically collect certain information through the use of “cookies.” Cookies are small data files that are stored on a User’s hard drive at the request of a Web site to enable such Web site to recognize Users who have previously visited them and retain certain information such as customer preferences and history. If we combine cookies with or link them to any Personal Information, we would treat this information as Personal Information. If You wish to block, erase, or be warned of cookies, please refer to Your browser instructions or help screen to learn about these functions. However, if a browser is set not to accept cookies or if a User rejects a cookie, some portions of the Services may not function properly. For example, You may not be able to sign in and may not be able to access certain features of the Services. Location Information. Spin may offer features designed to help You use the Services, such as to locate vehicles available through the network, including in whole or in part based on Your location. You will be given the opportunity to opt-in to location-based services, normally through an opt-in screen on the App. If You choose to enable location-based services, we may collect Your location based on information provided by You or Your mobile device, including, if available, GPS, IP address or cell tower information. If You, as a Member, do not opt-in to location-based services, You may not have access to the features necessary to use the Services. I Privacy Policy, User Agreements, and Terms of Service We use analytics tools to track how You get to our Site and to understand how You use the Site after You arrive. Our systems do not provide a way for that information to be tied to any Personal Information You choose to give us. Information from Other Sources. We may receive information about You, including Personal Information, from third parties and third party Web sites (e.g., Facebook, Twitter, etc.) (“Third Party Sites”), in accordance with the policies and terms of such Third Party Sites. However, Spin will not make any Personal Information available to any Third Party advertiser or other private entity. THE WAY SPIN USES AND DISCLOSES INFORMATION In general, we use Personal Information we collect to process Your requests or transactions, to provide You with information or services You request, to inform You about other information, events, promotions, products or services we think will be of interest to You, to facilitate Your use of, and our administration and operation of, the Services, and for the purpose for which the information was provided. For example, we may use the information we collect: • to send You a welcoming email and to contact You about Your use of the Services, to provide other services, products or information You request and to complete any transactions in connection therewith; • to enable Your use of the Services, including to determine your service eligibility and creditworthiness, access Your driving safety records, and obtain insurance; • to respond to Your emails, submissions, comments, requests or complaints; • to request feedback and to enable us to develop, customize and improve the Services; • for the specific purpose for which the information was provided; and • to conduct an aggregate analysis of the performance of the Services Spin’s employees, agents and contractors must have a legitimate business reason to obtain access to the Personal Information You provide to register as a member of the Site and/or to use the Services. We may share Your Personal Information with companies that provide services to us, including outside contractors or agents who help us manage our information activities (for example, for payment processing, insurance, services to search driving records, data storage, customer service, email delivery, and to assist us in our marketing efforts), but we limit the Personal Information that is provided to these service providers to that which is reasonably necessary to provide us with a specific business service and not for any other purpose and we require them to maintain the confidentiality of the Personal Information. We may disclose Personal Information in the good faith belief that we are lawfully authorized or required to do so, or that doing so is reasonably necessary or appropriate to comply with the law or with legal process or authorities, respond to any claims, or to protect the rights, property or safety of the Services, our Users, our employees or the public, including without limitation to protect Spin or our Users from fraudulent, abusive, inappropriate or unlawful use of the Services. We may disclose Personal Information in connection with the reorganization, reincorporation, acquisition, debt financing, merger, sale of Spin’s relevant assets or business or similar transaction, as well as in the event of an insolvency, bankruptcy, or receivership in which Personal Information is transferred to one or more third parties as one of our business assets. In any such case, we will notify You of our intention to transfer Personal Information and will provide You an opportunity to affirmatively disallow the transfer of such information. Spin agrees not to undertake any form or partnership, data sharing agreement or other data sharing arrangement if the other entity or entities does not provide for the same or similar standards set forth herein. I Privacy Policy, User Agreements, and Terms of Service We use all of the information that You provide or that we collect and/or aggregate to understand and analyze the usage trends, interests, and preferences of our Users, to improve the way the Services work and look and to create new features and functionality. Notwithstanding the above, Spin shall comply with all applicable state, city and municipal law and requirements with respect to Personal Information, including the California Online Privacy Protection Act (CalOPPA) and municipal permit agreements. HOW SPIN PROTECTS INFORMATION Spin uses commercially reasonable physical, managerial, and technical safeguards to preserve the integrity and security of Your Personal Information. We cannot, however, ensure or warrant the security of any information You transmit to Spin, and You do so at Your own risk and this is not a guarantee that such information will not be accessed, disclosed, altered, or destroyed by breach of any of Spin’s physical, technical, or managerial safeguards. If Spin learns of a security systems breach, then we will notify You electronically through the contact information that You have provided to Spin so that You can take appropriate protective steps. Spin will also post a notice on the App and/or the Site if a security breach occurs. Depending on where You live, You may have a legal right to receive notice of a security breach in writing. CHOICES YOU HAVE REGARDING THE USE OF YOUR PERSONAL INFORMATION You may, of course, decline to share Your Personal Information with Spin, in which case Spin will not be able to provide to You some of the features and functionality found in the Services. If You register as a member of Spin, You may update, correct, or delete Your profile information and preferences at any time by emailing us at hi@spin.pm. You may “opt out” of receiving promotional and marketing materials by emailing us at hi@spin.pm. However, this shall not affect our ability to send You service and account related emails and to use Your Personal Information as otherwise described in this Privacy Policy. Please be aware that if You “opt out” of receiving commercial email from us, it may take up to ten business days for us to process Your “opt out” and You may receive commercial email from us during that period. To protect Your privacy and security, we take reasonable steps to verify Your identity before granting You account access or making corrections to Your information but You are solely responsible for maintaining the secrecy of Your unique password and account information at all times. LINKS TO OTHER WEBSITES If You choose to visit or use any third party products or services, please be aware that this Policy will not apply to Your activities or any information You disclose while using third party products or services or otherwise interacting with third parties. We are not responsible for the privacy practices of these Third Party Sites and third party services. We encourage You to carefully review the privacy policies applicable to any Web site or service You visit other than the Services before providing any Personal Information on them. THIRD PARTY CONNECTED SERVICES We may permit Users with accounts on certain Third Party Sites (including social networking, search, sharing, and other services delivered by third parties) to bypass standard registration processes on our Services. If You connect to our Services through an authorized Third Party Site, You may be able to use Your third party login information to log into our Services, and You may be able to publish Your comments and any other activity on our Services to the Third Party Site. We are not responsible for the sharing, posting, commenting, or other content and information-gathering practices on any Third Party Site. Please review the Third Party Site’s terms of service and privacy policies carefully before using their services and connecting to our Services. I Privacy Policy, User Agreements, and Terms of Service By using any Third Party Site to log in to our Services, or otherwise connecting to any Third Party Site, You permit us to access and use all information related to Your account on the Third Party Site that may be accessible to us through the Third Party Site pursuant to this Policy. To limit or control the information that is available to us through such Third Party Site, or to disconnect the Third Party Site from our Services, You should check (and, if applicable, modify) the applicable settings on the Third Party Site. OUR COMMITMENT TO CHILDREN’S PRIVACY Protecting the privacy of young children is especially important. For that reason, our Services are not directed to persons under 18 years-of-age and Spin does not knowingly collect or maintain Personal Information from persons under 18 years-of-age. If Spin learns that Personal Information of persons under 18 years-of-age has been collected in the Services without verifiable parental consent, then Spin will take the appropriate steps to delete this information. If You are a parent or guardian and discover that Your child under the age of 18 has obtained a Spin account, then You may alert Spin at hi@spin.pm and request that Spin delete that child’s Personal Information from its systems. INTERNATIONAL VISITORS Our Services are hosted in the United States and generally are intended for United States visitors. If You visit from the European Union or other regions with laws governing data collection and use that may differ from United States law, please be aware that You are transferring Personal Information to the United States. The United States does not have the same data protection laws as the European Union and other jurisdictions. By providing Personal Information to us, You consent to the transfer of it to the United States and the use of it in accordance with this Policy and applicable law. CHANGES & UPDATES TO THIS PRIVACY POLICY This Policy may be revised periodically and this will be reflected by a “Last Updated” date above. We will use reasonable efforts to notify You of any changes to this Policy and will provide the User an opportunity to explicitly assent to any privacy policy changes prior to changing our data practices. At such time, Your continued use of the Services constitutes Your agreement to this Policy and any future revisions. We encourage You to periodically review this Policy to stay informed about how we collect, use and disclose Personal Information. SPIN CONTACT INFORMATION Please contact Spin with any questions or comments about this Policy, Your Personal Information, our Third-Party disclosure practices, or Your consent choices by email at hi@spin.pm. I Privacy Policy, User Agreements, and Terms of Service User Agreement THE SERVICES MADE AVAILABLE TO USERS OF SPIN ARE PROVIDED ONLY ON THE CONDITION THAT THE USER AGREES TO THE TERMS AND CONDITIONS IN THIS USER AGREEMENT (“AGREEMENT”) BETWEEN USER AND SKINNY LABS, INC. ("SPIN") BY ACCEPTING THIS AGREEMENT OR BY USING THE SERVICES, USER ACKNOWLEDGES THAT IT HAS READ, UNDERSTANDS, AND AGREES TO BE BOUND BY THIS AGREEMENT. IF YOU HAVE ANY QUESTIONS REGARDING THIS AGREEMENT OR THE SERVICES, PLEASE CONTACT SPIN VIA EMAIL AT HELLO@SPIN.PM. “Agreement” means this User Agreement. “Apps” means the Spin proprietary software applications accessible via a mobile device or computer and by which members may access the Services. “Corporate User Agreement” means the agreement between a business or other legal entity and Spin 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 Spin. “Privacy Policy” means the privacy policy currently referenced at https://spin.pm/privacy, as it may be updated by Spin from time to time. “Rate Schedule” means the rate schedule currently referenced at https://spin.pm/prices, as it may be updated by Spin from time to time, and which is expressly incorporated herein by reference. “Rules Schedule” means the rules schedule currently referenced at https://spin.pm/rules, as it may be updated by Spin from time to time, and which is expressly incorporated herein by reference. “Spin” means Skinny Labs, Inc., a Delaware corporation with its principal place of business at 188 King Street #203, San Francisco, CA 94107, USA. “Spin Bike” means the vehicle or other transportation device, including, but not limited to, bicycles, electric bicycles, electric kick scooters, provided by Spin to User in accordance with the User. “Services” means the Spin services as described in the Application and made available through the Site or the Apps. “Site” means the Spin web site located at https://spin.pm. “User” means an individual that has registered with Spin to use the Services. “User Account” means a portal provided by Spin that is used by User to manage its User, billing information and other User information (e.g., name, address, email address, use privileges). “User Fees” means the agreed upon fees set forth in an Application, and as adjusted from time to time and described in the Rate Schedule. “User Term” means the agreed upon time period set forth in an Application, and all subsequent renewal periods. I Privacy Policy, User Agreements, and Terms of Service THE SERVICES User. Contingent on Spin acceptance of User’s Application, and subject to the terms and conditions of this Agreement, Spin will provide User the Services as set forth in the Application for the User Term. User may use the Services solely for User’s own purposes (not for the benefit of any other person or entity) during the User Term. If a business or other legal entity has entered into a Corporate User Agreement, the User’s covered by that Corporate User Agreement may use the Services solely for the purposes set forth in the Corporate User Agreement and Spin shall not be responsible for communicating such allowable uses to such Users. Purpose of the Agreement. This Agreement is a bicycle-share service agreement between Spin and User, but does not in itself confer any right of use of the Spin Bikes. The User may use Spin Bikes belonging to Spin after registering. The User does not, by this Agreement or otherwise, acquire any rights of ownership or control over Spin, its operations or finances, or any vehicle or other transportation device made available for use by Users. Spin is the owner of the Spin Bike and any item it makes available to User during the term of this Agreement. Changes to User’s User. Spin retains the right to change, limit or deny the Services to a User for any reason at any time. ELIGIBILITY To be eligible for the Services, the User must: Own or control a mobile device that is compatible with the Apps and the Spin Bikes. User is responsible for obtaining at its own expense all equipment and services needed to access the Services via such mobile device. User understands that its wireless carrier may charge it certain fees for data, text messaging, and other wireless access or communications services. Spin 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 or are the Parent or Legal Guardian of the User, who is 13 years of age or older and have read and agreed to the terms, conditions, and agreement set forth on behalf of Parent or Legal Guardian and the User, and authorize the use of the Services by such minor User. To the extent permitted by law, agree to allow Spin to track User’s movements whenever the App is running on User’s mobile device. The use and collection of such information will be governed by Spin’ Privacy Policy. SECURITY DEPOSIT, FEES & PAYMENT Security Deposit. User may be required to pay Spin a refundable security deposit. No interest will be calculated or paid on any security deposit. Within 60 days following the termination of the Agreement, any security deposit shall be reimbursed to the User, less any amounts owed to Spin by the User under the Agreement. Should the security deposit be insufficient to cover the amounts owed, Spin reserves the right to take any actions necessary to I Privacy Policy, User Agreements, and Terms of Service recover the full amount and charge its User any and all reasonable fees associated with its collection efforts. Fees. The User agrees to pay to Spin the User Fees and other charges and fees, in accordance with the type of Service User has selected and as listed in the Rate Schedule as set forth at in the Apps and hereby expressly incorporated into this Agreement by reference. RENEWAL: IF THE USER SELECT PLAN THAT INCLUDES A MONTHLY FEE, SPIN WILL IMMEDIATELY CHARGE THE MONTHLY PAYMENT TO YOUR SELECTED PAYMENT METHOD FOR THE FIRST MONTH, AND WILL RENEW SUCH PLAN AUTOMATICALLY AT THE END OF THE MONTHLY PERIOD, AND CHARGE THE MONTHLY FEE FOR SUCCESSIVE MONTHS, UNLESS YOU CANCEL YOUR PLAN, OR SELECT A DIFFERENT PLAN, WITHIN 30 DAYS OF SELECTING YOUR PLAN. IF YOU RELOAD RIDE CREDITS, SPIN WILL AUTO RELOAD SAID CREDITS WHEN YOUR BALANCE RUNS LOW. THE USER MAY DISABLE AUTO RELOAD IN THE ACCOUNTS SCREENS IN THE APPS. No Refunds. All fees relating to the User, including the User Fees, Plans, reloads, and other costs and fees as provided in this Agreement and the Rate Schedule are final and nonrefundable. Method of Payment. User shall pay all fees and costs incurred when due, including application fees, User Fees and other costs and fees as provided in this Agreement and the Rate Schedule. User agrees that Spin may charge User’s selected payment method for any such payments. Spin accepts payments through payment methods detailed on the applicable payment screen, which may include various credit cards, Stripe, Square, and PayPal. User may be asked to provide Spin with a credit card number from a card issuer that Spin accepts in order to activate and/or pay for any fees related to the Services. Pre-Authorization. Spin may seek pre-authorization of User’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. Disputed Charges. USER AGREES TO SUBMIT ANY DISPUTES REGARDING ANY CHARGE TO USER IN WRITING TO SPIN 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 User Account which is delinquent will be suspended or terminated solely at Spin’ discretion. Any credit card which is rejected may result in suspension or termination of User solely at Spin’s discretion. The User must notify Spin 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. Spin Bike may seek third party assistance with unpaid or delinquent accounts if the User does not pay outstanding charges. Maximum rental time & charges. Maximum rental time of a Spin Bike is 24 hours. User agrees to deactivate a Spin Bike rental within 24 hours of time that rental of the Spin Bike began. User may then rent again. User agrees that he/she is solely responsible for being aware of any elapsed time related to the timely locking the Spin Bike. The maximum day charge is $200 for each electric bike, $200 for each electric scooter and $50 for each non-electric bike, all based on a calendar day. After return of the Spin Bike, the User will be charged the accumulated rental charges, or the maximum day charge; whichever is less. A Spin Bike not returned (locked and a ride concluded within service zone) within 48 hours will be considered lost or stolen, and User may be charged up to $650 for each non-electric bike, $3,000 for each electric bike and $1,300 for each electric scooter, and a police report may be filed. Spin may also charge a service fee of $25 for rentals in excess of 24 hours where the Spin Bike is not lost or stolen. I Privacy Policy, User Agreements, and Terms of Service DAMAGES User agrees to return the Spin Bike to Spin in the same condition in which it was rented. Until the Spin Bike is locked, the User shall be responsible for loss and damage to the bike. User will not be responsible for normal wear and tear. DUTIES & RESPONSIBILITIES OF USER Acknowledgment. The User declares to Spin 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. Reporting of Accidents & Cooperation. If, while User is in possession of a Spin Bike, the Spin Bike is involved in an incident that results in injury or damage to a third party or third party property, User 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 Spin immediately and provide the following information to Spin: 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); and Circumstances surrounding event. User must not, without Spin’ 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 Spin Bike, a third party or third party property, User agrees to cooperate fully with Spin’ investigation of such event and the defense of any resulting claim or litigation. User agrees that Spin or its insurer may at its own cost bring, defend, enforce, or settle any legal proceeding against a third party in User’s name in relation to the incident. INDEMNIFICATION & LIMITATION OF LIABILITY User agrees to indemnify, defend, and hold Spin harmless from all losses, liabilities, damages, injuries, claims, demands, costs, attorneys’ fees, and other expenses incurred by Spin arising from or related to User’s use of a Spin Bike or any person permitted by User to use a Spin Bike. Indemnification of Spin Bike Rental Locations. The User agrees to indemnify and hold harmless third party garages or locations where Spin parks Spin Bikes for Users to pick up, drop off, or otherwise operate during the course of their reservation or while present at said locations using the Spin Bike app and/or with any purpose associated with their Spin Bike membership. LIMITATION OF SPIN’ LIABILITY. Except to the extent THAT ANY LOSS OR DAMAGE IS due SOLELY to Spin’s Negligence: SPIN MAKES NO WARRANTY EXPRESS OR IMPLIED AS TO ANY MATTER WHATSOEVER INCLUDING, WITHOUT LIMITATION, THE CONDITION OF A SPIN BIKE, ITS I Privacy Policy, User Agreements, and Terms of Service MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. SPIN IS NOT LIABLE FOR ANY INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF USER’S USE OF A SPIN BIKE. Spin shall not be responsible for any loss of, or damage to, any goods in or on the Spin Bike, including User’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 User during the period User is responsible for a Spin Bike. User does not guarantee the availability of a Spin Bike for use by User. The use of Spin Bikes by Users is subject to availability, on a first-come, first-served basis, and although Spin’ makes an effort to meet the demand for Spin Bikes by Users, Spin cannot guarantee that supply will be adequate to provide a Spin Bike to User at any given time. Spin cannot and does not guarantee the availability or functionality of a Spin Bike, 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 Spin Bike, even if it has been advised of the possibility of such damages. Spin shall not be responsible for direct, indirect, incidental or consequential damages or injuries arising from the use of any Spin Bike accessories supplied by Spin (e.g., helmet, lock). The User 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, User should not use such accessory and should promptly notify Spin and request a replacement. ANY USE OF A SPIN THAT IS PROHIBITED BY THIS AGREEMENT VOIDS ALL INSURANCE, ACCIDENT, OR LIABILITY COVERAGES, INCLUDING ANY CDW (WHERE PERMITTED BY LAW); MAKES SPIN SUBJECT TO IMMEDIATE RECOVERY BY SPIN WITHOUT NOTICE TO USER; AND MAKES USER RESPONSIBLE FOR ALL LOSS OR DAMAGE TO, OR CONNECTED WITH THE SPIN BIKE, INCLUDING SPIN’ EXPENSES, TO THE EXTENT THAT SUCH LOSS OR DAMAGE IS DUE TO SUCH PROHIBITED USE. CHANGES TO THE AGREEMENT, TERM, NOTICES Spin reserves the right to revise this Agreement in its sole discretion at any time and shall give notice to User 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 User email address on file with Spin. Any revisions to the Agreement are effective upon such notification. The Agreement will be identified as of the most recent date of revision. User should visit this page regularly to ensure its continued acceptance of this Agreement. User’s continued use of the Services after any revision to these Terms constitutes its binding acceptance of the revised Agreement. Notwithstanding the preceding sentences of this Section 8, no revisions to this Agreement will apply to any dispute between User and Spin that arose prior to the date of such revision. Term and Termination of the Agreement; Renewal. The Agreement shall be in force until terminated pursuant to this Section 9 or as otherwise provided in the Agreement, as applicable. Termination by User. User may terminate this Agreement at any time without cause upon one week written notice to Spin. In order to be effective, notice of termination must be sent to Spin by email at hi@spin.pm. Termination by Spin. Without Cause. Spin may terminate this Agreement at any time without cause upon one week written notice to User. I Privacy Policy, User Agreements, and Terms of Service For Cause. This Agreement shall be automatically and immediately terminated, upon written notice by Spin to the User if the User: 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-andrun, reckless driving). Spin may, at any time, without notice, immediately terminate the Agreement if the User fails to pay any sum due under the Agreement or the Rate Schedule. Spin may, at any time, without notice, immediately terminate the Agreement if the User does not comply with any term or condition specified in the Agreement or the Site or Apps. In case of termination, the User agrees to return immediately to Spin any Spin Bike, or any other article User might have in its possession under the User. User agrees to pay any attorneys’ fees, court costs or costs of other legal procedures necessary for Spin to recover any amounts due and owing, the Spin Bike or any other object the User might have in its possession under this Agreement. User 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, Spin reserves the right to impose service fees on the User, in case of non-observance by the User 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 California, 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 California, 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. User must provide any notice required in accordance with this Agreement via the User Account or the following email address: hi@spin.pm. Spin’ routine communications regarding the Services and any legal notices will be sent to the User either electronically (via User Account, the User email address on record or by text message to the User’s mobile device using the number provided by User), by United States mail or by courier, except that Spin may give notice of an amendment to the Agreement by posting the notice on the Site, the User Account, or by email to the email address on record. By providing User’s mobile telephone number to Spin, User consents to receive text messages from Spin relating to the provision of the Services. Notices are deemed received as of the time delivered. Spin may periodically send User messages of an informational or advertising nature via email. User 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. User acknowledges and agrees that notwithstanding User’s request to opt out from such messages, Spin may still send and User may still receive emails or text messages I Privacy Policy, User Agreements, and Terms of Service reasonably required for the proper conduct of the Services. If User does not wish to receive any messages from Spin, User must terminate its User and cease using the Services. Data Breach Notification. Notwithstanding User’s determination to opt-out of receiving electronic messages or cease use of the Services, User agrees that in the event an incident occurs in which a third party obtains unauthorized access to User’s personal data provided to Spin, User agrees that should Spin become legally obligated to provide notice of such unauthorized access Spin may provide such notice to User electronically by using the email address or mobile telephone number provided by User. MISCELLANEOUS PROVISIONS Privacy. Use of the Services is governed by Spin’ Privacy Policy located at https://spin.pm/privacy, which policy is hereby expressly incorporated into this Agreement by reference. Corporate User Agreement. Under this Agreement, an employee or member of a business or other legal entity has entered into a Corporate User Agreement shall be treated as a User for purposes of this Agreement. The entity and such User are jointly and severally responsible for their commitments to Spin and for any claim or other action Spin might take against them. Assignment. This Agreement, and any rights and licenses granted hereunder, may not be transferred or assigned by User, but may be assigned by Spin without restriction. Any assignment attempted to be made by User 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 Spin to exercise any right or power occurring upon any noncompliance or default by the User 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 Spin of any of the covenants, conditions, or agreements to be performed by the User 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. Spin is not obligated under any other agreements unless they are in writing and signed by an authorized representative of Spin. If there is a conflict between the terms of the Application or a Schedule and the Agreement, the Agreement will govern. I Privacy Policy, User Agreements, and Terms of Service Independent Contractors. Spin 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. I, [to be completed electronically], have read and understand the Spin User Agreement. Date: [to be completed electronically] Signature: [to be completed electronically] Rules Schedule. In addition to the rules and obligations set forth in the User Agreement, Users are required to abide by the rules set forth in this Rules Schedule. By becoming a User, 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 User. Capitalized terms used herein, shall have the same meaning as given in the User Agreement. WHO MAY OPERATE A SPIN BIKE • • • • • Only Users in good standing may operate a Spin Bike. Non-Users are expressly prohibited from operating a Spin Bike. Subletting or re-letting of the Spin Bike to another person, even to another User, is expressly prohibited. Only persons over the age of 18 may become a User and may operate a Spin Bike. Only one person may ride a Spin Bike at a time. PROHIBITED USES Spin Bikes shall not be used as follows: • To propel or tow any vehicle, trailer, or other object • To transport animals of any kind or nature, living or otherwise • During a race, competition or to perform tricks • By a User 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 Spin Bike’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 Spin with false information in order to become or remain a User • While there is inclement weather, including heavy rain, snow, electrical storms or strong wind, which make it more dangerous to operate a Spin Bike • While texting, emailing, using a cell phone, or otherwise using a mobile device other than to operate the Spin Bike 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 Spin Bike, as determined by Spin in its sole discretion, or any violation of law will be deemed to be a violation of this Rules Schedule. I Privacy Policy, User Agreements, and Terms of Service RESERVING SPIN BIKES Spin Bikes are available to Users on a first-come-first-served basis or via reservation. Users using a Spin Bike on a first-come-first-served basis will be billed for the time they use the Spin Bike according to the Rate Schedule. If a reservation is made available by Spin, Users 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. Users may cancel or change an existing reservation via the Site or App until fifteen minutes after the reservation was made. SPIN BIKE USE User must secure the Spin Bike in clean and in good working condition after their trip. Prior to taking possession of a Spin Bike, User must inspect the Spin Bike for evidence of damage and disrepair. If any damage or disrepair is discovered, User must notify Spin immediately to avoid being held responsible for such damage or disrepair. If User fails to report any evidence of damage prior to using the Spin Bike, User may be liable for the cost of repairing the Spin Bike. For User’s own safety, User is prohibited from operating a Spin Bike if any of the following equipment is not in good working order: tires, brakes, lights. Users are responsible for all charges and costs incurred, and any damages, related to the Spin Bike from the time a User activates a Spin Bike until the Spin Bike is returned and secured. User must notify Spin immediately in the event that the Spin Bike: malfunctions; is damaged; or is stolen. User is responsible for any violations, including but not limited to traffic violations incurred, including fines for late payment and any processing fees, due to User’s use of a Spin Bike. User agrees to pay for all violations incurred. Such violations must be reported to Spin as soon as reasonably possible, but in any event, in advance of the deadline to respond to the notice of violation. If User fails to pay for any violations incurred, and Spin pays such violations, member agrees that Spin 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 Spin makes changes to its service. Applicable rates are stated in App before the ride. FEES & PENALTIES Pick Up Fees. If the User is unable return a Spin Bike to a valid area (i.e. User secures the Spin Bike on private property, a locked community, or another unreachable area), and requests that the Spin Bike be picked up by Spin staff, Spin, at its sole discretion, may choose to charge User a pick-up fee up to $100. If any Bike accessed under the User's account is abandoned without notice, User will be responsible for all fees until the Bike is recovered and deactivated, plus a service charge to recover the Spin Bike. Fees are subject to change. PROMOTIONS AND REFERRAL PROGRAMS I Privacy Policy, User Agreements, and Terms of Service From time to time, Spin may offer promotional discounts or credits ("Promotional Credits") to Users, or operate a referral program whereby Users who are interested can refer their friends or contacts to Spin for credits ("Referral Credits"). Spin reserves the right to withhold or deduct Promotional Credits or Referral Credits in the event that Spin determines or believes that the receipt of the Promotional Credit or Referral Credit was in error, fraudulent, illegal, or in violation of our rules or any other applicable agreement between you and Spin, as determined in Spin's sole discretion. I Privacy Policy, User Agreements, and Terms of Service Terms of Service Welcome and thank you for your interest in Spin. 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 http://spin.pm (the “Site”), any third party platforms and services approved by Spin (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 “Spin” refer to Skinny Labs 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 SPIN. 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 Spin. Spin 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 Spin 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 hi@spin.pm to let us know what you think. 2. USE OF THE SERVICES Spin 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 Spin for use of any portion of the Services offered by Spin (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), I Privacy Policy, User Agreements, and Terms of Service 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 13. By using the Services, you certify that you are at least 18 years of age. Or you certify that you are the Parent or Legal Guardian of the Member, who is 13 years of age or older and have read and agreed to the terms and conditions set forth on behalf of yourself and the Member, and you authorize the use of the Services by such minor Member. If you are under the age of 13, 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 Spin’s sole discretion. Spin 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 SPIN 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 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 Spin 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 I Privacy Policy, User Agreements, and Terms of Service 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 Spin’s Privacy Policy at http://spin.pm/privacy, you hereby grant Spin 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, Spin, 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 Spin’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 Spin by sending an email to hi@spin.pm. Spin 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 credentials and agree to additional terms and conditions included in the Membership Agreement. When registering you may be required to provide Spin 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 Spin’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 Spin immediately of any unauthorized use of your log-in credentials or any other breach of security with respect to your account. Spin will not be liable for any loss or damage arising from unauthorized use of your credentials prior to you notifying Spin of such unauthorized use or loss of your credentials. You understand that on certain Spin 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 Spin. 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, Spin 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. Spin 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 hi@spin.pm to request that we remove this information from our database. 7. OTHER PROHIBITED ACTIVITIES I Privacy Policy, User Agreements, and Terms of Service 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 Spin 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 Spin’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 Spin; 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 Spin’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 Spin 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; I Privacy Policy, User Agreements, and Terms of Service 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 Spin or third party licensors of Spin. 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 Spin 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 Spin. 8.2. Trademarks. All trademarks, service marks, logos and trade names on the Services, whether registered or unregistered, are proprietary to Spin 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 Spin shall acquire, and you hereby grant and otherwise transfer to Spin, 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 Spin, 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 Spin’s proprietary intellectual property rights (such as copyrights, trademarks, service marks, logos and trade names) under license from Spin. Spin 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 Spin 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 Spin 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 SPIN 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 Spin 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 I Privacy Policy, User Agreements, and Terms of Service any way related to: (1) your use or misuse of the Services; (2) your User Content, including Spin’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, Spin reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify Spin if Spin, in its reasonable discretion, concludes that you are not adequately protecting Spin’s interests or are incapable of protecting Spin’s interests, and you agree to cooperate with Spin’s defense of these claims. You agree not to settle any matter without the prior written consent from Spin. Spin 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, SPIN 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 NONINFRINGEMENT. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM Spin, AN EMPLOYEE OR REPRESENTATIVE OF SPIN OR THROUGH THE SERVICES WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED HEREIN. SPIN 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 SPIN 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 Spin OR ITS LICENSORS OR SUPPLIERS ARE EXPRESSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL SPIN 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 SPIN IN THE 12 MONTHS PRIOR TO THE ACTION GIVING RISE TO THE LIABILITY. I Privacy Policy, User Agreements, and Terms of Service 13. LIMITATIONS; BASIS OF THE BARGAIN APPLICABLE 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 SPIN, AND ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN YOU AND SPIN, SPIN'S LIABILITY WILL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW. YOU UNDERSTAND AND AGREE THAT SPIN WOULD NOT BE ABLE TO OFFER THE SERVICES TO YOU ON AN ECONOMICALLY FEASIBLE BASIS WITHOUT THESE LIMITATIONS. 14. TERM & TERMINATION 14.1. Term. These Terms, as amended, will be effective commencing with your first use, preregistration or registration of the Services and will remain in full force and effect throughout your use of the Services. 14.2. Termination by Spin. Spin 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 Spin’s sole determination. You hereby agree to Spin’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 hi@spin.pm or using any other account termination functionality that may be offered through the Services. 15. PRIVACY Use of the Services is governed by Spin’s Privacy Policy at http://spin.pm/privacy, which policy is hereby incorporated into these Terms by reference. 16. JURISDICTIONAL ISSUES The Site and the Services are controlled and operated by Spin from its offices within the State of California. Spin 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): I Privacy Policy, User Agreements, and Terms of Service 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 Spin to locate the material; 17.1.4 Information reasonably sufficient to permit Spin 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 Spin Designated Copyright Agent to receive notifications of claimed infringement can be reached as follows: Copyright Agent at Skinny Labs Inc., 188 King Street #203, San Francisco, CA, or by email at: hi@spin.pm. For clarity, only DMCA notices should go to the Spin Designated Copyright Agent. Any other feedback, comments, requests for technical support or other communications should be directed to Spin 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 California, 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 California, 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 Spin 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 Spin 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 Spin 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 Spin), 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 I Privacy Policy, User Agreements, and Terms of Service 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 Spin 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 Spin as authorized in these Terms. 19.8. Disclosures. The services hereunder are offered by Skinny Labs Inc. located at 188 King Street #203, San Francisco, CA 94107. You may contact us by sending correspondence to the foregoing address or by emailing us at hi@spin.pm. If you are a California 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. I • Privacy Policy, User Agreements, and Terms of Service Provide screen shots of all locations where this language would be shared with customers including method for obtaining user acknowledgement/agreement. Spin’s terms of use, privacy policy, and user agreement are prominently displayed to all new users in the app as part of the sign-up process to create an account. After inputting the new user’s email address to be associated with the Spin account, followed by creating a password for the account, the below Terms of Service screen is shown. The Terms of Service screen contains links to the full text of the documents, and it requires the new user to affirmatively acknowledge them with a checklist before the new user can proceed and use the app. Our terms of use, privacy policy, and user agreement are also available to users online, and they also remain available to user in the app. Below are screenshots indicating the locations of the full texts on our website (at the bottom of each page and by clicking “Support” at the top of each page) and our app (by pressing “Help” and then “Policy”). 0 i 'SDinpm "2 *5 anti-lock bum 42.5' 0.4 L130 User Agreement ?Iv-nu Po, CD Supper! . . . help.spin.pm Help Center Privacy Policy, User Agreements, and! Terms of Service 12:04 4 11:49 4 .al 9 brianGspinpm Get Help Ride history Account Help Scooler Parkung Rules Vehucle Reparrs Vehicle Relocation Recuesls 9 Log out Images and Description of Powered Scooter J bell Images and Description of Powered Scooter pressure-sensitive throttle front light brake lever 44.8” fender rear light anti-lock brakes 42.5” • Maximum speed of 15 MPH • Aircraft-grade aluminum frame construction • Up to 19-mile range • Front-tire lock when parked • 250W motor • Front, rear brakes (disc and anti-lock systems) • Built-in GPS • Powerful white front headlight • Total weight of 27 pounds • Rear red light that flashes when braking • 8.5-inch diameter wheels • Bell • ANSI/CAN/UL 2272-certified • QR code on top of handlebar Images and Description of Mobile Application K Images and Description of Mobile Application Home Screen: Unlock Screen: Informational Pop-Ups: Opening the app shows the Home Screen, where users can see scooter locations based on builtin GPS. Pressing “Scan” on the Home Screen opens the camera to scan the QR code. Users also have the option of entering the scooter’s seven-digit ID number by pressing keypad icon in the lower right-hand corner and turning on the phone’s flashlight by pressing the light icon. Users receive informational pop-ups that must be affirmatively dismissed before they can proceed. The informational pop-ups can be tailored to explain how to lock and park the Spin scooter, according to local rules and regulations. (See below for additional details of Spin’s informational popups for San Francisco.) K Images and Description of Mobile Application Checklist Screen: Unlock Screen: Trip Screen: Some important information, such as safety laws and acknowledgment of our terms of service, require new users to affirmatively check off and acknowledge each item before they can use the Spin app. The checklist screen is shown again each time there are changes to the important information, regardless of whether the user is new or existing. Once the QR is scanned, the scooter automatically unlocks, turning on the front light and emitting a “beep.” In addition, users are asked to rate whether the scooter was found to be parked responsibly. Once the scooter is unlocked, the Trip Screen shows the rental duration of the trip. At the end of a trip, users press the “End Ride” button. K Images and Description of Mobile Application Lock Screen: Hold Screen: Once the “End Ride” button is pressed, the user has the option of holding the scooter (for quick stops at the convenience store, as an example). The user can finish the trip and stop the rental by pressing the “Confirm” button. When a user holds a scooter, the scooter is locked but the trip timer continues. K Images and Description of Mobile Application Menu Screen: Account Screen: Promo Screen: The menu screen allows users to access their ride history and account information. Users can also get answers to FAQs and contact customer support through the “Help” section. The account screen allows users to see and replenish their balance, and add or edit payment information. The promo screen allows users to earn ride credits for referring new users, and it also allows users to see their redeemed promos. Informational Pop-U ps San Francisco Please read carefully. Images andl Description of Mobile Application San Francisco Please read carefully. San Francisco Please read carefully. Riding in the city Do not ride on the Sidewalks Us:- bike lanes when available Stay within the white zone You'll be charged a $25 rebalancing fee If you and your ride in the grey zone on the main. Wear a helmet Protect yourself while riding. It's required by the law San Francisco Please read carefully. Riding the scooter Step on the scooter with one foot. luck hit three times the other foot on the ground. San Francisco Please read carefully. Using the throttle Once you luck off and you get some speed. push throttle down to accelerat: San Francisco Please read carefully. Feet placement Place both feet on the board while moving Images andl Description of Mobile Applicatiop San Francisco pleasewadcmruny San Francisco San Francisco Please read carefully. Please read carefully. Parking the scooter Parking the scooter Ending your ride . DO NOT park at bus stops and benches Use the app to end your hdf: Park at a b'ke raCk' Or. park 00 NOT park at load-n9 lones. on wide sidewalks Close to the landscaped areas. private property. curb, leaving at least 5 feet for d'weway? cu'b ramp? pedestrians. Do NOT block anypathways! coco-coon. San Francisco Please read carefully. San Francisco Law Sidewalks are off-limits. Wear a helmet. Have a valrd driver's license. One person per scooter. You be ticketed by police. if yo-. don't comply. Proof of Business Registration L Proof of Business Registration Please attach a copy of your business registration. If your business is not yet registered with the City of San Francisco, supply a statement of intent to register your business in advance of being issued a permit. The SFMTA will require proof of registration before issuing a permit to accepted permittees. Please note that Spin renewed our business registration before the renew-by date. The Office of the Treasurer & Tax Collector will be sending hard copies via mail in the next few weeks. For proof of renewal in the meantime, please see the below screenshot from the SF Treasurer website showing Spin’s renewal payment. Proof of Insurance M Proof of Insurance Please attach a certificate of insurance as well as an endorsement of additional insured, per specifications included in Appendix II. If you have not yet purchased insurance meeting these specifications, supply a statement of intent to obtain this insurance in advance of being issued a permit. The SFMTA will require certificates of insurance as well as an endorsement of Commercial General Liability and Commercial Automobile Liability insurance showing the City as an additional insured before issuing a permit to accepted applicants. Please see the following pages. M Proof of Insurance DATE (MM/DD/YYYY) CERTIFICATE OF LIABILITY INSURANCE 05/25/2018 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT NAME: PHONE (A/C, No, Ext) 646-854-1058 E-MAIL ADDRESS: coi@foundershield.com FounderShield, LLC 119 W 24th St, 3rd Floor New York, NY, 10010 FAX (A/C, No) NAIC # 15792 37362 41297 37532 INSURER(S) AFFORDING COVERAGE INSURED INSURER A: Skinny Labs Inc. 188 King St, #203 San Francisco, California, 94107 INSURER B: INSURER C: INSURER D: INSURER E: UNDERWRITERS AT LLOYD'S LONDON (CFC) GENERAL STAR INDEMNITY CO SCOTTSDALE INSURANCE CO GREAT AMERICAN E & S INS CO CM Vantage INSURER F: COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR ADDL SUBR POLICY EFF POLICY EXP TYPE OF INSURANCE POLICY NUMBER LIMITS LTR INSD WVD (MM/DD/YYYY) (MM/DD/YYYY) COMMERCIAL GENERAL LIABILITY $1,000,000.00 EACH OCCURRENCE DAMAGE TO RENTED CLAIMS-MADE OCCUR $500,000.00 PREMISES (Ea occurrence) PL 2260021 GEN'L AGGREGATE LIMIT APPLIES PER: POLICY PROJECT 05/04/2018 05/04/2019 GENERAL AGGREGATE LOC PRODUCTS - COMP/OP AGG $ OTHER: AUTOMOBILE LIABILITY ANY AUTO B E OWNED AUTOS HIRED AUTOS SCHEDULED AUTOS NON-OWNED AUTOS UMBRELLA LIAB OCCUR EXCESS LIAB CLAIMS-MADE DED RETENTION $0.00 WORKERS COMPENSATION AND EMPLOYERS' LIABILITY Y/N ANY PROPRIETOR/PARTNER/EXECUTIVE N OFFICER/MEMBER EXCLUDED? (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS below C E $20,000.00 $1,000,000.00 $2,000,000.00 $2,000,000.00 MED EXP (Any one person) PERSONAL & ADV INJURY IXG423340A 05/03/2018 05/03/2019 TBD 05/04/2018 05/04/2019 COMBINED SINGLE LIMIT (Ea accident) BODILY INJURY (Per person) BODILY INJURY (Per accident) PROPERTY DAMAGE (Per accident) $1,000,000.00 EACH OCCURRENCE $3,000,000.00 $3,000,000.00 AGGREGATE AGGREGATE PER STATUTE N/A Cyber Liability,Errors & Omissions,Media Liability Directors & Officers OTHER E.L. EACH ACCIDENT E.L. DISEASE - EA EMPLOYEE E.L. DISEASE - POLICY LIMIT EKS3236526 TBD 10/20/2017 05/04/2018 10/20/2018 05/04/2019 $ 2,000,000 per occ $2,000,000 in agg $ 1,000,000 per occ $1,000,000 in agg DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) San Francisco Municipal Transportation Agency and City and County of San Francisco are included as an Additional Insured on a primary basis on the above referenced policy as required by written contract as well as recipients of a 30 day Notice of Cancellation. CERTIFICATE HOLDER City and County of San Francisco, 1 S Van Ness Ave., 4th Floor, San Francisco, CA 94103 CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE © 1988-2015 ACORD CORPORATION. All rights reserved. M Proof of Insurance SKINLAB-01 SLONTHAIR DATE (MM/DD/YYYY) CERTIFICATE OF LIABILITY INSURANCE 06/06/2018 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). CONTACT NAME: PHONE (A/C, No, Ext): E-MAIL ADDRESS: support@apintego.com PRODUCER AP Intego Insurance Group, LLC 1601 Trapelo Rd. Suite 174 Waltham, MA 02451 FAX (A/C, No): INSURER(S) AFFORDING COVERAGE INSURER A : Guard INSURED NAIC # Insurance Group*** 25844 INSURER B : Skinny Labs Inc 435 China Basin St Apt 421 San Francisco, CA 94158 INSURER C : INSURER D : INSURER E : INSURER F : COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR ADDL SUBR INSD WVD TYPE OF INSURANCE POLICY NUMBER POLICY EFF POLICY EXP (MM/DD/YYYY) (MM/DD/YYYY) COMMERCIAL GENERAL LIABILITY CLAIMS-MADE OCCUR GEN'L AGGREGATE LIMIT APPLIES PER: PROPOLICY LOC JECT LIMITS EACH OCCURRENCE DAMAGE TO RENTED PREMISES (Ea occurrence) $ MED EXP (Any one person) $ PERSONAL & ADV INJURY $ $ GENERAL AGGREGATE $ PRODUCTS - COMP/OP AGG $ OTHER: $ AUTOMOBILE LIABILITY ANY AUTO OWNED AUTOS ONLY HIRED AUTOS ONLY SCHEDULED AUTOS NON-OWNED AUTOS ONLY COMBINED SINGLE LIMIT (Ea accident) $ BODILY INJURY (Per person) $ BODILY INJURY (Per accident) $ PROPERTY DAMAGE (Per accident) $ $ UMBRELLA LIAB OCCUR EACH OCCURRENCE EXCESS LIAB CLAIMS-MADE AGGREGATE DED A $ $ RETENTION $ WORKERS COMPENSATION AND EMPLOYERS' LIABILITY ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS below $ X Y/N Y N/A X SKWC949928 01/30/2018 01/30/2019 PER STATUTE OTHER E.L. EACH ACCIDENT $ E.L. DISEASE - EA EMPLOYEE $ E.L. DISEASE - POLICY LIMIT $ 1,000,000 1,000,000 1,000,000 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) A Waiver of Subrogation is granted in favor of the certificate holder in regards to the Workers' Compensation policy. CERTIFICATE HOLDER CANCELLATION The City and County of San Francisco 1 S Van Ness Ave., 4th Floor San Francisco, CA 94103 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD M Proof of Insurance 1.05 Place bikes/scooters on city streets for mobile app City and County of San Francisco SKWC949928