HOPR SFMTA Powered Scooter Share Program Permit Application 1h gohopr.com SFMTA Powered Scooter Share Program Permit Application The Powered Scooter Share Program Permit was adopted as a one-year pilot program by the San Francisco Municipal Transportation Agency (SFMTA), effective June 1, 2018. The Powered Scooter Share Program Permit allows permitted Powered Scooter Share Operators to implement a Powered Scooter Share Program in the City and County of San Francisco. The SFMTA will review the completed applications, determine whether each applicant is in conformity with the requirements listed in the subsequent pages, and evaluate which applicants appear best able to operate a Powered Scooter Share Program consistent with the SFMTA’s requirements. After evaluating an applicant’s permit application, the SFMTA’s Director of Transportation shall either grant the Permit as requested, grant the Permit with modifications, or deny the Permit. Where the Permit is granted with modifications or denied, the Director shall explain the basis for the decision. An applicant whose permit application is denied or granted with modifications shall have the opportunity to request a hearing on the Director’s decision. The Director will issue no more than five permits for the pilot program. Applicant Information Please Print Clearly Business Name: CycleHop (DBA HOPR) Business Phone: (773) 251-9757 Contact Person: Josh Squire Phone: (773) 340-4080 Mailing Address: 350 Lincoln Rd, Miami Beach, FL 33139 Street Address if different than above: Email Address: josh@cyclehop.com Website: gohopr.com Application Agreement By signing this application, the applicant verifies on behalf of the Powered Scooter Share Operator that all the information provided is true, and that if issued a permit, the applicant agrees to comply with the requirements of the Powered Scooter Share Program Permit. Name of Applicant Josh Squire Authorized Signature Printed Name, Title and Date 2 Josh Squire, CEO, June 5 2018 Cover letter. Dear Ms. Sorell, CycleHop (DBA HOPR) is thrilled to submit an application for deploying electric scooters in the City of San Francisco. CycleHop’s specialty is operating dock-optional smart bike systems. We have over 7 years of experience with this type of equipment and a strong track record of working with city governments which makes us well prepared to facilitate a dockless electric scooter program that prioritizes the safety and security of scooter users and pedestrians. We are developing unique features such as lock-to scooters and racks and helmets with integrated locking mechanisms to maintain a safe and orderly right of way and encourage safe usage. We have a strong presence in California, with Santa Monica as the home of our West Coast office and the first regional bike share program to combine four systems: Santa Monica’s Breeze Bike Share, West Hollywood’s WeHo Pedals, Beverly Hills Bike Share, and UCLA’s Bruin Bike Share. HOPR offers the most innovative products and software in shared mobility for a seamless experience. The HOPR mobile app can integrate multiple mobility providers including public transit, car share, and other public and private transportation agencies so users can plan, find, and pay for their multi-modal trip in one convenient place. Our customers have access to 24/7 customer service, free bike safety education classes, and innovative products and partnerships. Our programs always include a focus on underserved communities including strategic deployment in underserved areas, a low-cost membership option for low-income users, education and outreach, free helmets, and participation in community events. We look forward to the opportunity to work with the SFMTA and the City of San Francisco to responsibly deploy a safe and effective shared scooter program. Sincerely, Josh Squire Chief Executive Officer CycleHop, LLC / HOPR 1 gohopr.com Pricing structure. User fees. Single ride $1 plus $0.15 per minute. Prepaid 25 trips $20 ($0.80/ride) plus $0.10 per minute. Prepaid 100 trips $50 ($0.50/ride) plus $0.10 per minute. Combo plans. We are open to combination payment plans that include existing bike share operators and other mobility operators. Low-income plan. $5 per month unlimited 30 minute rides. For rides longer than 30 minutes the overage fee is $0.10 per minute. A reduced-price option will be provided for customers with income below 200% the federal poverty threshold. Qualifying users can enroll via the website, by calling Customer Service, or at one of our walk-in partner locations. Cash payment option. Cash payment options are available through PayNearMe at 7-Eleven and CVS locations. Access without a smartphone. Customers without smartphones can call HOPR’s customer service to remotely unlock a bike once they’ve set up an account. 2 gohopr.com Availability & service area. Hours of operation. Minimum hours of operation: 5am-midnight. We are also interested in exploring 24 hour operations. Proposed fleet size. We would like to deploy up to 1,000 scooters if permitted, but we understand there are caps on the number of units per company. The minimum number of scooters we would be interested in deploying during the first 6 months of the pilot program is 250. Proposed service area map. • Users can find scooters at HOPR Ponds distributed for maximum access within the service area, and/or at bike racks or other legal parking locations. • Users incur an additional fee for parking scooters outside the service area. • Depending on the number of units we can deploy, we anticipate distributing HOPR Ponds roughly every 1,500 ft, ensuring that customers never have to walk more than 5 minutes to find a scooter. This calls for roughly 20-25 parking hubs per square mile. 3 HOPR Ponds A designated geo-fenced area where scooters can be parked. gohopr.com Availability & service area. Redistribution methods. With the permission of the city, HOPR will manufacture and install scooter parking racks to accommodate our lock-to HOPR Ponds. We can deploy a minimum of one rack for every scooter deployed. • HOPR Ponds for 2-4 scooters with locking racks established in legal parking areas. • Lock-to technology on scooters. • Units will be adjusted by staff according to demand during operating hours using electric bikes and vans. Our preference is to lock the scooters to a post or bike rack with the built-in lock and swap batteries on the scooters out in the field when battery life is below 20%. Scooters will not be removed from the field unless repairs are needed. Helmets. We have been working with a major U.S. helmet manufacturer to produce a water-resistant and drop-proof helmet specifically for bike share This helmet will be available with every scooter and has a patented mechanism to attach it to the scooter and rack. • Durable EPP (expanded polypropylene) helmet body. • Max size is an average 61cm head, could fit an average 54cm head. • Elastic band with real rubber in the rear for fit and comfort. • Scooter lock helmet through hole for securing the helmet with a cable lock when not in use. • Small built in visor, with simple styling. • Excellent coverage for safety. • Adjustable strapping. Sustainability. We are committed to reducing our environmental impact through not only the services that we offer, but our own supply chain and business practices. We use electric bikes and vehicles in our re-balancing fleets wherever possible. 4 gohopr.com Safe riding & storage. Approach to compliance with laws: education, incentives, notification systems; monitoring compliance. Each user must agree to follow rules of the road and ride safely. The HOPR app includes clear alerts and notifications to show users where to park scooters. The points-based incentive system rewards and penalizes users based on their riding behavior and incentivize them to park in designated areas. Users who repeatedly violate the terms of service will have their accounts suspended. Our system uses geo-fencing to indicate appropriate parking areas and alerts users when parking improperly. Additionally, maintenance staff is trained to notice and move any improperly parked scooters. Customer education. During the sign-up phase we will walk customers through a quick educational illustration of how to properly park the scooter and emphasize safe riding laws. We also will display parking instructions on the website, social media, and other outreach channels. Customer alerts. In the event that a customer attempts to park a scooter in a noparking zone, the app will alert the customer to move the scooter or face a penalty. Customer communication. Customers can report illegal parking via app and receive positive points for the tip. We will then dispatch operations to move the scooter. Our customer service team will contact the last customer that used the scooter to educate them about proper use. Repeat offenders will be required to take an online test before regaining access to their account. 5 gohopr.com Safe riding & storage. Designated parking hubs. Designated HOPR Ponds distributed predictably at busy destinations provide a reliable pick-up and drop-off point and prevent messy ROW. These hubs are clearly marked, geo-fenced, and displayed on the app map. Operations. Our field staff are available to respond quickly to reports of improperly parked bikes. Opportunities to consider locking mechanism/tether. We have been developing a cable tether that can attach to the scooter, allowing it to lock to a bike rack or other fixed object. These locks will be available in July 2018. How will you ensure users have valid driver’s licenses? Users must scan a valid driver’s license when signing up to use scooters with their HOPR account. 6 gohopr.com Recharging plan. How will you know when a scooter needs recharging? Software continually monitors scooter battery life and alerts the operator when a battery dips below an established threshold. Users can also report any issues from the app or by calling Customer Service. When battery life becomes low, staff will replace batteries as needed. Will independent contractors be used? Incentive structure? We plan to rely on full- and part-time hourly employees trained to understand the HOPR system. Due to the low number of units, we do not believe it is necessary to hire independent contractors at this time. How will you mitigate potential negative impacts from re-balancing? We utilize electric vehicles for our re-balancing fleets to reduce the amount of carbon emissions used for our operations. 7 gohopr.com Maintenance & zero waste. Maintenance plan. Scooters will undergo an inspection/tune-up and cleaning nightly when they are collected for charging. They will be kept in the shop and repaired if further issues are detected. Maintenance and repair issues can be reported by users via the app or the phone number listed on the scooter. Zero waste compliance. Every effort is made to source environmentally responsible equipment, products, vehicles and their fuel options, as well as facilities. Specific approaches include biodegradable degreaser and cleaner for scooters, laundering shop rags instead of using single-use towels, and the use of electric service vehicles for re-balancing operations are being considered (e-cargo bikes and electric vehicles). We protect the natural environment, and comply by all regulatory laws regarding the handling of hazardous substances including those pertaining to occupational health and safety. 8 gohopr.com Hiring & labor. Staffing plan. We plan to hire local staff to manage, market, and operate the system and support the local staff with CycleHop’s corporate services including our 24/7 national customer service center, legal and HR support, planning, marketing, and product development. Sample staffing plan for 300 scooters • 1 operations manager (full-time) • 1 marketing manager (full-time) • 1 mechanic (full-time) • 3 field technicians (full-time) Compliance with local laws (equal opportunity, local hiring, fair wages). HOPR complies with all local laws regarding employment, equal opportunity, local hiring, and fair wages. Approach to transparency with contractors. Our legal team will ensure transparency related to hourly rates and project expenses when using contractors related to this project. Skills training. HOPR employees will undergo training to understand the equipment and technology, and will have continued opportunities to grow their skills and learn more about the shared mobility industry. 9 gohopr.com Community outreach. Outreach to stakeholder groups. • Outreach efforts to highlight safe infrastructure, useful routes, safety information. • Presence at community events & inclusive, diverse marketing campaigns. • Focus on making e-scooters a viable and approachable solution to people’s everyday travel needs. Strategies to partner with community organizations. • Collaboration with community organizations to promote low-cost scooter share programs, safe riding classes, and free helmets. • 10 free rides for users who take a scooter safety class. • Partnerships with public transit, car share, car rental, and other mobility providers to encourage people to live a multi-modal lifestyle and reduce their need for vehicular trips. • Corporate membership plans to encourage employers to include scooter share as an employee benefit. Equity. • Strategic deployment and re-balancing to ensure adequate supply. • Low-income membership option for qualifying users (income at or below 200% federal poverty guidelines). • Cash-based payment option for unbanked individuals. • Non-smartphone access: users can call Customer Service to remotely unlock a bike. 10 BIKE SHARE BASICS FREE CLASS. FREE RIDE TIME. FREE HELMET. LIFE’S BETTER WHEN WE LEARN TO BIKE SAFELY TOGETHER! Class Dates Sunday, February 25 10A.M. - 12P.M. Tuesday, March 20 12P.M. - 1:30P.M. Location WeHo Pedals Bike Hub Santa Monica Blvd & Martel Ave (Plummer Park) Sign up today at www.wehopedals.com Questions? Contact Tiffany Robinson, Bike Share Coordinator, at TRobinson@weho.org or 323.848.6868 RSVP required. Space limited, City of West Hollywood California 1984 gohopr.com Experience & qualifications. Established in 2011, CycleHop (DBA HOPR) is the leading ‘smart-bike’ bike share operator in North America with years of experience behind us. We offer complete shared mobility solutions from planning, funding, and sponsorship sales to launching and operating world-class bike share programs. The CycleHop team encompasses over 25 years of experience in bike sharing, bicycle commuting, and cycle tourism, and hold pioneering patents in the bike share industry. Our experience with the most innovative smart-bike and scooter technology and our years of working closely with city governments and other local stakeholders make us a trusted partner in building a reliable bike share system. Cities Universities Atlanta, GA Georgia Tech Cleveland, OH Georgia State University Phoenix, AZ University of South Florida Mesa, AZ University of Tampa Tempe, AZ Spalding University Santa Monica, CA Cleveland State University Beverly Hills, CA Case Western Reserve University West Hollywood, CA Cuyahoga Community College Louisville, KY UCLA Orlando, FL Santa Monica College Tampa, FL Arizona State University St. Petersburg, FL Phoenix College Ottawa, Ontario UCSB Coming soon Vancouver, British Columbia UGA Coming soon UCSB Coming soon 11 gohopr.com Meet the HOPR Scooter. HOPR 4. The kicker. Fun, zippy & extremely easy to use. HOPR 4 is a great 2 wheel solution for getting around. HOPR 4 provides excellent visibility and maneuverability and its extended wheelbase and its low center of gravity makes this electric scooter extremely easy to use. It’s even easier than riding a bike. Power 300 watts Weight 31 lbs Speed up to 15mph Range 12 miles Max load 220 lbs Future HOPR scooters will be compatible with the HOPR 1 removable battery pack. This innovative battery lets the customer control their ride, and also functions as a phone/device charger. 12 gohopr.com The HOPR app. Multi-modal app. The CycleHop software and app platform was designed specifically with the multi-modal transit experience in mind. The app can integrate all available local shared mobility systems, private and public transit services, and other mobility information to provide a seamless experience for users, from planning a route to accessing a mode and facilitating payment. Users can register via mobile app or on the gohopr.com website or by signing up in person at a partner location using PayNearMe. Rental process. • Locate a bike at a hub or via the app. • Adjust the bike seat to your height. • Scan the QR code to unlock. 13 gohopr.com Privacy policy. Last Modified: June 1, 2018 This policy is a sample and will be updated to reflect policies specific to San Francisco. Introduction. CycleHop, LLC d/b/a HOPR along with each of their subsidiaries and affiliates (collectively, “Us” or “We”) respect your privacy and are committed to protecting it through our compliance with this Privacy Policy (the “Policy”). This Policy describes the types of information we may collect from you or that you may provide to us, and our practices for collecting, using, maintaining, protecting, and disclosing such information. We are committed to protecting the privacy and accuracy of your personally identifiable information to the extent possible, subject to applicable provincial and federal laws. This Policy applies when you use the website [insert website address] (our “Website”) or when you download, register to use, access, or use CycleHop’s mobile application to rent scooters (our “App”), (together, our “Services”). It does not apply to information collected by us offline or through any other means, including on any other website operated by us or any third party (including our affiliates and subsidiaries), or any third party (including our affiliates and subsidiaries), including through any application or content (including advertising) that may link to or be accessible from or on the Website. Other than as required by laws that guarantee public access to certain types of information, or in response to subpoenas or other legal instruments that legally require disclosure, personally identifiable information is not disclosed without your consent. Please read this Policy carefully to understand our policies and practices regarding your information and how we will treat it. If you do not agree with these policies and practices, your choice is not to use our Services. BY ACCESSING AND/OR USING OUR SERVICES, YOU AGREE TO THIS POLICY. This Policy may change from time to time, and we will post the new Policy on our website and notify you by email or by an in-App alert the first time you use the App after we make the change. Your continued use of the Services after we make changes to the Policy is deemed to be acceptance by you of those changes, so please check the Policy periodically for updates. Children under the age of 13. Our Services are not intended for children under 13 years of age and children under the age of 13 are not permitted to use any of our Services. No person under the age of 13 may provide any personal information to the Website or our App. We do not knowingly collect personal information from children under the age of 13. If you are under the age of 13, you may not register on the Website or through our App, make any purchases through the Website or App, or provide any information about yourself to us, including your name, address, telephone number or email address. If we learn that we have collected or received personal information from a child under the age of 13 without parental consent, we will delete that information. If you believe we might have any information from or about a child under the age of 13, please contact us so that we may delete such information. Information we collect about you and how we collect it. We collect several types of information from and about users of our Services, including information: • by which you may be personally identified, such as name, postal address, e-mail address, telephone number, date of birth, login credentials, payment information (e.g. credit card number, expiration date, authorization number or security code, billing address), your geographic location in connection with your use of the Website or the App, and other miscellaneous content that you provide, including photographs and comments (collectively, “Personal Information”); • that is about you but individually does not identify you, such as and usage data while you use the Services including geographic location, trip duration, start and stop times and dates, station use, ID number, location, scooter ID number and user type; and • about your internet connection and the equipment you use to access our Services. We collect this information: • directly from you when you provide it to us; • automatically as you navigate through the Website. Information collected automatically may include usage details, IP addresses, and information collected through cookies, web beacons, and other tracking technologies; and • from third parties, such as analytics providers and our business partners. 14 gohopr.com Privacy policy. Last Modified: June 1, 2018 Information you provide to us. • speed up your searches; and The information we collect on or through our Services may include: • recognize you when you return to our Website and/or App. • information that you provide by filling in forms on our Website and/or App. This includes information provided at the time of registering to use our Website and/or App, and while subscribing to and/or using our Services. We may also ask you for information if you report a problem with our Services; • records and copies of your correspondence (including contact information such as email addresses) if you contact us; • your responses to surveys that we might ask you to complete from time to time for research and business development purposes; • details of transactions that you carry out through our Services and of the fulfillment of your orders; and/or • your search queries on the Website. Information we collect through automatic data collection technologies. As you navigate through and interact with our Services, we may use automatic data collection technologies to collect certain information about your equipment, browsing actions, and patterns, including: • details of your visits to our Website and/or App, including traffic data, location data, logs, and other communication data and the resources that you access and use on our Website and/or App; and • information about your computer and internet connection, including your IP address, operating system, and browser type. We also may use these technologies to collect information about your online activities over time and across third-party websites or other online services (i.e., behavioral tracking). The information we collect automatically is statistical data and does not include Personal Information, but we may maintain it or associate it with Personal Information we collect in other ways or receive from third parties. This information helps us to improve our Services and to deliver better and more personalized experiences, including by enabling us to: • estimate our audience size and usage patterns; • store information about your preferences, allowing us to customize our Services according to your individual interests; 15 The technologies we use for this automatic data collection may include: Cookies (or browser cookies) A cookie is a small file placed on the hard drive of your computer. You may refuse to accept browser cookies by activating the appropriate setting on your browser. However, if you select such a setting you may be unable to access certain parts of our Website. Unless you have adjusted your browser setting so that it will refuse cookies, our system will issue cookies when you direct your browser to our Website. Flash Cookies Certain features of our Website may use local stored objects (or Flash cookies) to collect and store information about your preferences and navigation to, from, and on our Website. Flash cookies are not managed by the same browser settings as are used for browser cookies. For information on managing your privacy and security settings for Flash cookies, see the section below titled “Choices About How We Use and Disclose Your Information”. Web Beacons Pages of our Website may contain small electronic files known as web beacons (also referred to as clear gifs, pixel tags, and single-pixel gifs) that permit us to compile website statistics, such as counting users who have visited those pages, recording the popularity of certain website content and verifying system and server integrity. We do not collect Personal Information automatically, but we may associate information we gather through the above automatic data collection means to Personal Information about you that we collect from other sources or that you provide to us. Third-party use of cookies and other tracking technologies. Some content or applications, including advertisements, on the Services are provided by third-parties, including advertisers, ad networks and servers, content providers, and application providers. These third parties may use cookies alone or in conjunction with web beacons or other tracking technologies to collect information about you when you use our Services. The information they collect may be associated with your Personal Information or they may collect information, including Personal Information, about your online activities over time and across different websites and other online services. Such third parties may use this information to provide you with interest-based (behavioral) advertising or other targeted content. gohopr.com Privacy policy. Last Modified: June 1, 2018 We do not control these third parties’ tracking technologies or how they may be used. If you have any questions about an advertisement or other targeted content, you should contact the responsible provider directly. For information about how you can opt out of receiving targeted advertising from many providers, see the section below titled “Choices About How We Use and Disclose Your Information”. Disclosure of your information. We may disclose aggregated information about our users, and information that does not identify any individual, without restriction. We may disclose Personal Information that we collect from you and/or that you provide to us in accordance with this Policy: • to our subsidiaries and affiliates; How we use your information. We use information that we collect about you or that you provide to us, including any Personal information: • to present our Website and its contents to you, and to provide our Services to you; • to create and manage your account; • to provide you with information, products, or services that you request from us from time to time; • to fulfill any other purpose for which you provide it; • to provide you with notices about your account, including expiration and renewal notices; • to carry out our obligations and enforce our rights arising from any contracts entered into between you and us, including for billing and collection; • to notify you about changes to our Website, App and/or Services; • to allow you to participate in interactive features on our Website and/or App; • to promote mobility services and related programs; • to send you promotional material; • to comply with and enforce applicable legal requirements, industry standards and contractual obligations; • in any other ways we may describe when you provide the information; and • to contractors, service providers, and other third parties we use to support our business and who are bound by contractual obligations to keep Personal Information confidential and use it only for the purposes for which we disclose it to them; • to a buyer or other successor in the event of a merger, divestiture, restructuring, reorganization, dissolution, or other sale or transfer of some or all of our assets, whether as a going concern or as part of bankruptcy, liquidation, or similar proceeding, in which case Personal Information held by us about users of our Website, App and Services is among the assets transferred; • to fulfill the purpose for which you provide it; • for any other purpose disclosed by us when you provide the information; and/or • to such other parties and/or for such other purposes for which you have given your consent. We may also disclose your Personal Information: • to comply with any court order, law, or legal process, including responding to any government or regulatory request; • to enforce or apply our terms of use and other agreements, including for billing and collection purposes; and • if we believe disclosure is necessary or appropriate to protect the rights, property, or safety of Us, our customers, or others. This includes exchanging information with other companies and organizations for the purposes of fraud protection and credit risk reduction. • for any other purpose with your consent. We may use the information we have collected from you to enable us to display advertisements to our advertisers’ target audiences. Even though we do not disclose your Personal Information for these purposes without your consent, if you click on or otherwise interact with an advertisement, the advertiser may assume that you meet its target criteria. 16 gohopr.com Privacy policy. Last Modified: June 1, 2018 Choices about how we use and disclose your information. We strive to provide you with choices regarding the Personal Information you provide to us. We have created mechanisms to provide you with the following control over your information: Tracking Technologies and Advertising. You can set your browser to refuse all or some browser cookies, or to alert you when cookies are being sent. To learn how you can manage your Flash cookie settings, visit the Flash player settings page on Adobe’s website. If you disable or refuse cookies, please note that some parts of this site may then be inaccessible or not function properly. We do not control third parties’ collection or use of your information to serve interest-based advertising. However, these third parties may provide you with ways to choose not to have your information collected or used in this way. You can opt out of receiving targeted ads from members of the Network Advertising Initiative (“NAI”) on the NAI’s website, located at www.networkadvertising.org. Accessing and correcting your information. You can review and change your Personal Information by logging into the Website and visiting your account profile page. You may also send us an email at [INSERT EMAIL ADDRESS] to request access to, correct or delete any Personal Information that you have provided to us. We cannot delete your Personal Information except by also deleting your user account. We may not accommodate a request to change information if we believe the change would violate any law or legal requirement or cause the information to be incorrect. Data security. any transmission of Personal Information is at your own risk. We are not responsible for circumvention of any privacy settings or security measures contained on our Services. Alternative choices. If you wish to use methods other than online enrollment, you may submit requests by email or mail addressed to [INSERT CONTACT ADDRESS]. Links to other sites. You may encounter links to the web sites of organizations not directly affiliated with the Services or with us. Please be aware that we are not responsible for the information practices of external organizations. We recommend you review the privacy statements of each external Web site that collects personal information. Changes to our privacy policy. It is our policy to post any changes we make to this Policy on this webpage. If we make material changes to how we treat our users’ Personal Information, we will notify you through a notice on the Website home page. The date this Policy was last revised is identified at the top of the page. You are responsible for ensuring we have an up-to-date active and deliverable email address for you, and for periodically visiting our Website and this Policy to check for any changes. Contact information. To ask questions or comment about this Policy and our privacy practices, contact us at: [INSERT CONTACT ADDRESS] We have implemented measures designed to secure your Personal Information from accidental loss and from unauthorized access, use, alteration, and disclosure. The safety and security of your information also depends on you. Where we have given you (or where you have chosen) a password for access to certain parts of our Services, you are responsible for keeping this password confidential. We ask you not to share your password with anyone. Unfortunately, the transmission of information via the internet is not completely secure. Although we do our best to protect your Personal Information, we cannot guarantee the security of your Personal Information transmitted to our Services. Accordingly, 17 gohopr.com Terms of use. Last Modified: June 1, 2018 1. Contractual relationship; Acceptance of terms. These terms and conditions (the “Terms of Use”) govern your access and/or use of the applications, websites, content, products and scooter rental services (the “Services”, as more fully defined below in section 3.1) made available by CycleHop, LLC d/b/a HOPR and each of their parents, subsidiaries, representatives, affiliates, officers and directors (collectively referred to herein as “HOPR”) or any of its third party providers. In consideration of HOPR and the third party providers granting you access and/or use of the Services, you agree to be bound by these Terms of Use and all other terms, policies, and guidelines incorporated in these Terms of Use by reference herein, including but not limited to, any of the terms and conditions of any of HOPR’s third party providers (collectively, the “Agreement”). If you do not agree with this Agreement, including the mandatory arbitration agreement discussed in section 9, you may not access or use the Services. This Agreement expressly supersedes prior agreements or arrangements with you. HOPR may, in its sole discretion, immediately terminate the Agreement or any Services with respect to you, or generally cease offering or deny access to the Services or any portion thereof, at any time for any reason. When you use certain parts of the Services, you may need to read and accept the relevant supplementary terms and other related special rules posted on the Services, including those that may apply specifically to services provided by third party providers. In the event of any conflict between such supplementary terms, special rules, and this Agreement, the more stringent supplemental terms and special rules applicable to specific services shall prevail when specific services are used. 2. Modifications and amendments to the agreement. HOPR and the third party providers may amend such terms and/ or conditions of the Agreement for which they are responsible from time to time. Amendments will be effective upon HOPR’s and/or a third party provider, as applicable, posting such updated terms on its respective website or mobile application. In some cases, as determined in HOPR’s sole discretion, HOPR may provide additional notice to you, such as via the Services or to an email address you have provided to HOPR. Your continued access or use of the Services after such posting confirms your consent to be bound by the Agreement, as amended. If HOPR or any of its third party providers changes the terms and/or condition after the date you first agreed to the Agreement (or to any subsequent changes to the Agreement), you may reject any 18 such change by providing HOPR notice of such rejection within thirty (30) days of the “Last Modified” date found at the top of this Agreement or within thirty (30) days of a modification made by a third party provider, if applicable (“Notice”). For the Notice to be effected: a you must provide such Notice by email from the email address associated with your account to: _______________; b the Notice must include your full name; and c the Notice must clearly indicate your intent to reject changes to the Agreement. HOPR reserves the right to terminate this Agreement and your use of the Services as a result of such Notice. 3. The services. 3.1 Generally. The Services comprise mobile applications and related services (each, an “Application”) which enable you to rent scooters for a temporary use. Unless otherwise agreed to by HOPR in a separate written agreement with you, the Services are made available solely for your personal, noncommercial use in accordance with the terms and conditions set out in the Agreement. You also acknowledge that the Services may be made available under such brands or request options by or in connection with independent third party providers. YOU ACKNOWLEDGE THAT YOUR ABILITY TO RENT SCOOTERS THROUGH THE USE OF THE SERVICES DOES NOT ESTABLISH HOPR AS A PROVIDER OF TRANSPORTATION SERVICES OR AS A TRANSPORTATION CARRIER. 3.2 Third party services and content. The Services may be made available or accessed in connection with third party providers (such as payment processors) and their content (including advertisements) that HOPR does not control. You acknowledge that different terms of use and privacy policies may apply to your use of such third party services and content. HOPR does not endorse such third party services and content and in no event shall HOPR be responsible or liable for any products or services of such third party providers. 3.1 License. Subject to your compliance with this Agreement, HOPR grants you a limited, non-exclusive, non-sublicensable, revocable, non-transferable license to: (i) access and use the Applications on your personal device solely in connection with your use of the Services; and (ii) access and use any content, information and related materials that may be made available through the Services, in each case solely for your personal, noncommercial use. Any rights not expressly granted herein are reserved by HOPR and HOPR’s licensors. gohopr.com Terms of use. Last Modified: June 1, 2018 3.2 Covenants. At all times that you access and/or use the Services, you agree that you shall: (i) comply with the Agreement and all applicable laws; (ii) provide accurate information and update your information so it remains accurate at all reasonable times; (iii) use your real name and accurate personal information for the Services; and (iv) use the Services in a civilized and professional manner. 3.3 Restrictions. You may not: (i) remove any copyright, trademark or other proprietary notices from any portion of the Services; (ii) reproduce, modify, prepare derivative works based upon, distribute, license, lease, sell, resell, transfer, publicly display, publicly perform, transmit, stream, broadcast or otherwise exploit the Services except as expressly permitted by HOPR; (iii) decompile, reverse engineer or disassemble the Services; (iv) link to, mirror or frame any portion of the Services; (v) cause or launch any programs or scripts for the purpose of scraping, indexing, surveying, or otherwise data mining any portion of the Services or unduly burdening or hindering the operation and/or functionality of any aspect of the Services; or (vi) attempt to gain unauthorized access to or impair any aspect of the Services or its related systems or networks. 3.4 Intellectual property rights. The Services and all intellectual property rights therein are and shall remain HOPR’s property or the property of HOPR’s licensors. Neither the Agreement nor your use of the Services convey or grant to you any rights: (i) in or related to the Services except for the limited license granted in section 3.1 above; or (ii) to use or reference in any manner HOPR’s company names, logos, product and service names, trademarks or services marks or those of HOPR’s licensors. use the Services. You are responsible for all activity that occurs under your Account, and you agree to maintain the security and secrecy of your Account username and password at all times. HOPR recommends you change your password every ninety (90) days. HOPR shall not be responsible for any loss, claim, or other liability that may arise from the unauthorized use of your Account or password. You agree to immediately notify HOPR of any unauthorized use of your Account or password or any other breach of security by emailing HOPR at _______________. 4.2 User requirements and conduct. The Services are not available for use by persons under the age of 18. You may not authorize third parties to use your Account, and you may not allow persons under the age of 18 to receive transportation or logistics services provided by HOPR or any of its third party providers unless they are accompanied by you. You may not assign or otherwise transfer your Account to any other person or entity. You agree to comply with all applicable laws when accessing or using the Services, and you may only access or use the Services for lawful purposes (e.g., no transport of unlawful or hazardous materials). You may not in your access or use of the Services cause nuisance, annoyance, inconvenience, or property damage, whether to a third party provider or any other person. In certain instances, you may be asked to provide proof of identity or other method of identity verification to access or use the Services, and you agree that you may be denied access to or use of the Services if you refuse to provide proof of identity or other method of identity verification. 4. Registration & user accounts. 4.3 Collection of personal information. The collection and use of personal information in connection with the Services is described in HOPR’s Privacy Statement which is available here: ____________________, as well as in applicable third party provider policies available from such third party providers. 4.1 User account required. To access and/or use most aspects of the Services, you must register for and maintain an active personal user account (“Account”) by completing the registration process on HOPR’s website or through any Application. Unless otherwise permitted by HOPR in writing, you may only possess one Account. You must be at least 18 years of age, or the age of legal majority in your jurisdiction (if different than 18), to obtain an Account, unless a specific Service permits otherwise. Account registration requires you to submit to HOPR certain personal information, such as your name, address, mobile phone number and age, as well as at least one valid payment method supported by HOPR. You agree to maintain accurate, complete, and up-to-date information in your Account. Your failure to maintain accurate, complete, and up-to-date Account information, including having an invalid or expired payment method on file, may result in your inability to access and/or 4.4 Referrals and promotional codes. HOPR may, in its sole discretion, create referral and/or promotional codes (“Promo Codes”) that may be redeemed for discounts on future Services, subject to any additional terms that HOPR establishes from time to time. You agree that Promo Codes: (i) must be used by the intended audience, for the intended purpose, and in a lawful manner; (ii) may not be duplicated, sold or transferred in any manner, or made available to the general public (whether posted to a public form or otherwise), unless expressly permitted by HOPR; (iii) may be disabled by HOPR at any time for any reason without liability to HOPR; (iv) may only be used pursuant to the specific terms that HOPR establishes for such Promo Code; (v) are not valid for cash or redeemable for other uses, unless expressly permitted by HOPR; and (vi) may expire prior to your use. HOPR reserves the right to withhold or deduct credits or other features or benefits obtained through the use 19 gohopr.com Terms of use. Last Modified: June 1, 2018 of the referral system or Promo Codes by you or any other user in the event that HOPR determines or believes that the use of the referral system or use or redemption of the Promo Code was in error, fraudulent, illegal, or otherwise in violation of this Agreement. that the Services, or any portion thereof, will function on any particular hardware or devices. In addition, the Services may be subject to malfunctions and delays inherent in the use of the Internet and electronic communications. 4.5 User provided content. HOPR may, in HOPR’s sole discretion, permit you from time to time to submit, upload, publish or otherwise make available to HOPR through the Services textual, audio, and/or visual content and information, including commentary and feedback related to the Services, initiation of support requests, and submission of entries for competitions and promotions (“User Content”). Any User Content provided by you remains your property. However, by providing User Content to HOPR, you grant HOPR and its third party providers a worldwide, perpetual, irrevocable, transferable, royalty-free license, with the right to sublicense, to use, copy, modify, create derivative works of, distribute, publicly display, publicly perform, and otherwise exploit in any manner such User Content in all formats and distribution channels now known or hereafter devised (including in connection with the Services and HOPR’s or any of its third party provider’s business and on third-party sites and services), without further notice to or consent from you, and without the requirement of payment to you or any other person or entity. You represent and warrant that: (i) you either are the sole and exclusive owner of all User Content or you have all rights, licenses, consents and releases necessary to grant HOPR the license to the User Content as set forth above; and (ii) neither the User Content, nor your submission, uploading, publishing or otherwise making available of such User Content, nor HOPR’s use of the User Content as permitted herein will infringe, misappropriate or violate a third party’s intellectual property or proprietary rights, or rights of publicity or privacy, or result in the violation of any applicable laws. You agree to not provide User Content that is defamatory, libelous, hateful, violent, obscene, pornographic, unlawful, or otherwise offensive, as determined by HOPR in its sole discretion, whether or not such material may be protected by law. HOPR may, but shall not be obligated to, review, monitor, or remove User Content, at HOPR’s sole discretion and at any time and for any reason, without notice to you. 5. Bike share specific conditions. 4.6 Network access and devices. You are responsible for obtaining the data network access necessary to use the Services. Your mobile network’s data and messaging rates and fees may apply if you access or use the Services from your device, which fees you are fully responsible for and HOPR has no responsibility whatsoever to pay or reimburse you for. You are responsible for acquiring and updating compatible hardware or devices necessary to access and use the Services and Applications and any updates thereto. HOPR does not guarantee • You are solely responsible for operating and riding a scooter in a careful and reasonably competent manner. 20 5.1 Use of CycleHop bikes. [PLACEHOLDER FOR SPECIFIC BUSINESS REQUIREMENTS RELATING TO RENTING SCOOTERS] 5.2 Representations and warranties. As a condition precedent to HOPR’s agreement to allow you to use the Services and to rent a scooter, you represent and warrant to HOPR that: • You meet the minimum age requirements. • You are experienced and familiar with the safe and competent operation of a scooter, and that he/she is physically and mentally fit to ride the scooter. • You are familiar with all applicable local, state, and county rules, regulations, codes and laws that relate to the safe and legal operation of a scooter. 5.4 Acknowledgement and agreements. As a condition precedent to HOPR’s agreement to allow you to use the Services and to rent a scooter, you acknowledge and agree as follows: • You are fully aware that riding a scooter on streets poses a risk of accident due to motorists, pedestrians, and road conditions, and rider must keep a proper lookout to avoid such accidents. • You are fully trained and capable of operating and riding a scooter and is not relying on HOPR to learn how to operate or ride a scooter. • Failure to use a helmet and protective gear or to use the scooter in a careful and reasonably competent manner may result in bodily injury or death. • You are solely responsible for obtaining and using a helmet and protective gear. • If you are under the age of 18, you are required to wear a helmet pursuant to California Vehicle Code § 21212(a). • A helmet and protective gear, even when used, does not eliminate the risk of bodily injury in the event of an accident. • All scooters are and shall remain the exclusive property of HOPR at all times. gohopr.com Terms of use. Last Modified: June 1, 2018 • You are solely responsible for any moving violations and/or fines incurred by you while using the scooter, including any fees for parking the scooter in prohibited locations. • HOPR is not obligated to provide insurance of any kind related to you or your use of the scooter, and in the event that HOPR, at its option, carries insurance, you shall remain liable for any liability, property damage, personal injury, injury to others, damages, penalties, fines, losses, and/or expenses of any kind whatsoever. • If you cause damage to property or injury to another party while operating or in possession of a scooter, you are solely liable for such damage or injury. You agree to defend and hold harmless HOPR from any and all losses, liabilities, claims, causes of action, costs, fees, penalties or the like arising from your use or possession of the scooter. • You shall return the scooter to HOPR in the same condition as when received. • You are liable for any and all damages resulting from improper use or abuse of the scooter and the cost of such damages. • HOPR provides the scooters as a convenience, and such rental availability is intended to be used only by those persons who are able and qualified to operate a scooter on their own and who have agreed to all terms and conditions of this Agreement. 5.5 Requirements. As a condition precedent to HOPR’s agreement to allow you to use the Services and to rent a scooter, you agree to do the following: • Carefully inspect the scooter that you wish to rent prior to use to ensure the scooter is good operating condition. 5.6 Restricted uses. You agree not do any of the following acts: • Use any scooter if you are younger than 18 years of age. • Use any scooter if you are not physically and mentally fit to ride the scooter or otherwise unable to operate the scooter in a safe condition with regards to the health and safety of you as well as other third parties. • Operate a scooter while carrying any item that impedes your ability to safely operate the scooter. • Operate a scooter while under the influence of alcohol, drugs, or any other substance that impair your ability to safely operate the scooter. • Use any cell phone or mobile electronic device, including, but not limited to, for the purposes of phone calls, text messages, music or any other use that distracts you from the safe operation of the scooter. • Allow any other person to use the scooter or allow more than one person to be carried on the scooter. • Violate any applicable federal, state, or local law. • Operate or use a scooter in any manner during adverse weather conditions, including but not limited to: hail, dust storms, fog, heavy rains, or lightning storms. • Ride or operate a scooter that has any defect, fails to operate as a properly functioning scooter or that is in need of repair. • Continue using the scooter if it, or any component of it, should become defective or malfunction. • Use the scooter for racing, stunt driving and/or off-road driving. • Use the scooter for any commercial purposes. • Test the scooter’s operating components before proceeding with the intended use, including, but not limited to the brakes, tires, gears, lights, frame and seat. • Tow, pull, carry or push any person or object with a scooter. • Promptly notify HOPR’s customer service of any defect, malfunction or needed repair to a scooter. • Ride the scooter without paying applicable user fees at the time they become due. • Remove or modify any accessories, parts or components of any scooter. • Adjust your scooter riding behavior for safe operation according to weather conditions. • Adjust your scooter riding behavior so that it is that of a reasonably experienced and prudent scooter rider. • Contact the operator of the station where you rented the scooter and local police immediately in the event of theft of the scooter or an accident that occurred during your use of the scooter resulting in bodily injury. 21 gohopr.com Terms of use. Last Modified: June 1, 2018 6. Payment. 6.1 Charges generally; Modifications. You understand that your use of the Services may result in charges to you for the services or goods you receive (“Charges”). Charges will be inclusive of applicable taxes where required by law. As between you and HOPR, HOPR reserves the right to establish, remove and/or revise Charges for any or all services or goods obtained through the use of the Services at any time in HOPR’s sole discretion. Further, you acknowledge and agree that Charges applicable in certain geographical areas may increase substantially during times of high demand. HOPR will use reasonable efforts to inform you of Charges that may apply, provided that you will be responsible for Charges incurred under your Account regardless of your awareness of such Charges or the amounts thereof. HOPR may from time to time provide certain users with promotional offers and discounts that may result in different amounts charged for the same or similar services or goods obtained through the use of the Services, and you agree that such promotional offers and discounts, unless also made available to you, shall have no bearing on your use of the Services or the Charges applied to you. You may elect to cancel your request for Services at any time prior to the commencement of such Services, in which case you may be charged a cancellation fee. After you have received services or goods obtained through the Service, you will have the opportunity to rate your experience and leave additional feedback. HOPR may use the proceeds of any Charges for any purpose, subject to any payment obligations it has agreed to with any third party providers or other third parties. 6.2 Payment methods. All Charges and payments will be enabled by HOPR using the preferred payment method designated in your Account, after which you will receive a receipt by email. If your primary Account payment method is determined to be expired, invalid or otherwise not able to be charged, you agree that HOPR may use a secondary payment method in your Account, if available, or reject your use of the Services. Charges paid by you are final and non-refundable, unless otherwise determined by HOPR. 6.3 Third party payment processors. HOPR may use a thirdparty payment processor (the “Payment Processor”) to link your credit or debit card account to the Services. The processing of payments or credits, as applicable, in connection with your use of the Services shall be subject to the terms, conditions, and privacy policies of the Payment Processor and your credit or debit card issuer in addition to this Agreement. HOPR is not responsible in any way for any errors by the Payment Processor or by your credit card or debit card issuer. 6.4 Charges owed directly to third party providers. You shall 22 be responsible for the cost of repair for damage to, or necessary cleaning of, scooter(s) and/or property resulting from use of the Services under your Account in excess of normal “wear and tear” damages and necessary cleaning (“Repair or Cleaning”). In the event that a Repair or Cleaning is necessary as a result of your use of the Services, as determined in in HOPR’s sole discretion, HOPR reserves the right to facilitate payment for the reasonable cost of such Repair or Cleaning using your payment method designated in your Account. Such amounts, as well as those pertaining to lost and found goods, will be transferred by HOPR to a third party provider, if applicable, and are non-refundable. 7. Disclaimers; Limitation of Liability. 7.1 DISCLAIMER. TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, YOU AGREE THAT THE ENTIRE RISK ARISING OUT OF YOUR USE OF THE SERVICES, THE USE OF SERVICES PURSUANT TO YOUR ACCOUNT, AND ANY SERVICE OR GOOD REQUESTED IN CONNECTION THEREWITH, INCLUDING ANY HOPR SCOOTERS, REMAINS SOLELY WITH YOU. YOU FURTHER SPECIFICALLY ACKNOWLEDGE AND AGREE THAT THE SERVICES, INCLUDING SCOOTERS, ARE PROVIDED “AS IS” AND “AS AVAILABLE.” TO THE FULLEST EXTENT PERMITTED BY LAW, HOPR DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, NOT EXPRESSLY SET OUT IN THE AGREEMENT, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. IN ADDITION, HOPR MAKES NO REPRESENTATION, WARRANTY, OR GUARANTEE REGARDING THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, OR AVAILABILITY OF THE SERVICES OR ANY SERVICES OR GOODS REQUESTED THROUGH THE USE OF THE SERVICES, OR THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE. 7.2 LIMITATION OF LIABILITY. HOPR SHALL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOST DATA, PERSONAL INJURY, OR PROPERTY DAMAGE RELATED TO, IN CONNECTION WITH, OR OTHERWISE RESULTING FROM ANY USE OF THE SERVICES, REGARDLESS OF THE NEGLIGENCE (EITHER ACTIVE, AFFIRMATIVE, SOLE, OR CONCURRENT) OF HOPR, EVEN IF HOPR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. HOPR SHALL NOT BE LIABLE FOR ANY DAMAGES, LIABILITY OR LOSSES ARISING OUT OF: (i) YOUR USE OF OR RELIANCE ON THE SERVICES OR YOUR INABILITY TO ACCESS OR USE THE SERVICES; (ii) YOUR BREACH OF THIS AGREEMENT, OR YOUR VIOLATION OF ANY LAW; (iii) ANY NEGLIGENCE, MISCONDUCT, OR OTHER ACTION OR INACTION BY YOU OR BY HOPR OR ANY OF ITS THIRD PARTY PROVIDERS; gohopr.com Terms of use. Last Modified: June 1, 2018 OR (V) YOUR FAILURE TO WEAR A HELMET OR OTHERWISE APPROPRIATE PROTECTIVE GEAR OR CLOTHING WHILE USING A HOPR SCOOTER, OR THE FAILURE OF SUCH HELMET OR PROTECTIVE GEAR OR CLOTHING TO PREVENT DEATH OR INJURY. HOPR SHALL NOT BE LIABLE FOR DELAY OR FAILURE IN PERFORMANCE RESULTING FROM CAUSES BEYOND HOPR’S REASONABLE CONTROL. THE LIMITATIONS AND DISCLAIMER IN THIS SECTION DO NOT PURPORT TO LIMIT LIABILITY OR ALTER YOUR RIGHTS AS A CONSUMER THAT CANNOT BE EXCLUDED UNDER APPLICABLE LAW. BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF OR THE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, IN SUCH JURISDICTIONS, HOPR’S LIABILITY SHALL BE LIMITED TO THE EXTENT PERMITTED BY LAW. THIS PROVISION SHALL HAVE NO EFFECT ON HOPR’S CHOICE OF LAW PROVISION SET FORTH BELOW. 8. Indemnification. 8.1 Your indemnification obligations. You agree, without limitation, to indemnify and hold HOPR, its affiliates and third party providers, and each of their officers, directors, employees, and agents harmless from any and all claims, demands, losses, liabilities, and expenses (including legal fees),whether direct or indirect, including consequential, exemplary, incidental, special and punitive damages, and lost profits, arising out of or in connection with or otherwise relating to: (i) your use of the Services; (ii) your breach or violation of any of the terms of this Agreement; (iii) HOPR or any third party provider’s use of your User Content; and/or (iv) your violation of the rights of any third party, including third party providers. 8.2 Third party claims. If your conduct causes HOPR to pay any third parties’ claims, you are solely responsible to HOPR for all the losses after HOPR undertakes monetary and other obligations to such third parties. 9. Dispute Resolution PLEASE READ THIS SECTION CAREFULLY AS IT CONTAINS PROCEDURES FOR MANDATORY BINDING ARBITRATION AND A CLASS ACTION WAIVER. BY AGREEING TO THE AGREEMENT, YOU AGREE THAT YOU ARE REQUIRED TO RESOLVE ANY CLAIM THAT YOU MAY HAVE AGAINST HOPR ON AN INDIVIDUAL BASIS IN ARBITRATION, AS SET FORTH IN THIS SECTION, AND YOU ARE HEREBTY PRECLUDED FROM BRINGING ANY CLASS, COLLECTIVE, OR REPRESENTATIVE ACTION AGAINST HOPR, AND YOU ARE ALSO HEREBY PRECLUDED FROM PARTICIPATING IN OR RECOVERING RELIEF UNDER ANY CURRENT OR FUTURE CLASS, COLLECTIVE, 23 CONSOLIDATED, OR REPRESENTATIVE ACTION BROUGHT AGAINST HOPR BY SOMEONE ELSE. BY ENTERING INTO THIS AGREEMENT AND UTILIZING THE SERVICES, YOU EXPRESSLY ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND ALL OF THE TERMS OF THIS SECTION 9 AND HAVE TAKEN THE TIME TO CONSIDER THE CONSEQUENCES OF THIS IMPORTANT DECISION. 9.1 Agreement to binding arbitration between you and HOPR. You acknowledge and agree that any dispute, claim or controversy arising out of or relating to: (a) this Agreement or the existence, breach, termination, enforcement, interpretation or validity thereof; and/or (b) your access to or use of the Services at any time, whether before or after the date you agreed to the Agreement, will be settled by binding arbitration, and not in a court of law, unless otherwise agreed-to by HOPR. You acknowledge and agree that you are waiving the right to a trial by jury or to participate as a plaintiff or class member in any purported class action or representative proceeding. Unless HOPR agrees otherwise in writing, any arbitration will be conducted only on an individual basis and not in a class, collective, consolidated, or representative proceeding. However, you and HOPR each retain the right to bring an individual action in small claims court and the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of a party’s copyrights, trademarks, trade secrets, patents or other intellectual property rights. 9.2 Rules and governing law. The arbitration will be administered by the American Arbitration Association (“AAA”) in accordance with the AAA’s Consumer Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes (the “AAA Rules”) then in effect, except as modified by this Arbitration Agreement. The AAA Rules are available at www. adr.org/arb_med or by calling the AAA at 1-800-778-7879. The parties agree that the arbitrator (“Arbitrator”), and not any federal, state, or local court or agency, shall have exclusive authority to resolve any disputes relating to the interpretation, applicability, enforceability or formation of this Arbitration Agreement, including any claim that all or any part of this Arbitration Agreement is void or voidable. The Arbitrator shall also be responsible for determining all threshold arbitrability issues, including issues relating to whether the Terms are unconscionable or illusory and any defense to arbitration, including waiver, delay, laches, or estoppel. Notwithstanding any choice of law or other provision in the Terms, the parties agree and acknowledge that this Arbitration Agreement evidences a transaction involving interstate commerce and that the Federal Arbitration Act, 9 U.S.C. § 1 et seq. (“FAA”), will govern its interpretation and enforcement and proceedings pursuant gohopr.com Terms of use. Last Modified: June 1, 2018 thereto. It is the intent of the parties that the FAA and AAA Rules shall preempt all state laws to the fullest extent permitted by law. If the FAA and AAA Rules are found to not apply to any issue that arises under this Arbitration Agreement or the enforcement thereof, then that issue shall be resolved under the laws of the state of Florida. 9.3 Notice requirement; Informal dispute resolution. A party who desires to initiate arbitration must provide the other party with a written Demand for Arbitration as specified in the AAA Rules. The written demand must state the nature and basis of the claim or dispute and the requested relief. A written demand to HOPR shall be sent to the following address: HOPR, LLC 350 Lincoln Road, 2nd Floor, Miami Beach, FL 33143. After the notice is received, the parties may attempt to resolve the claim or dispute informally. The amount of any settlement offer made by any party may not be disclosed to the arbitrator until after the arbitrator has determined the amount of the award, if any, to which either party is entitled. If the claim or dispute is not resolved within thirty (30) days after the notice is received, either party may begin an arbitration proceeding. The AAA provides a form Demand for Arbitration - Consumer Arbitration Rules at www.adr.org or by calling the AAA at 1-800-778-7879. The Arbitrator will be either (1) a retired judge or (2) an attorney specifically licensed to practice law in the state of California and will be selected by the parties from the AAA’s roster of consumer dispute arbitrators. If the parties are unable to agree upon an Arbitrator within seven (7) days of delivery of the Demand for Arbitration, then the AAA will appoint the Arbitrator in accordance with the AAA Rules. 9.4 Location and procedure. Unless you and HOPR otherwise agree, the arbitration will be conducted in Los Angeles, California. If your claim does not exceed $10,000, then the arbitration will be a binding non-appearance-based arbitration conducted solely on the basis of documents you and HOPR submit to the Arbitrator, unless you request a hearing or the Arbitrator determines that a hearing is necessary. If your claim exceeds $10,000, your right to a hearing will be determined by the AAA Rules. Subject to the AAA Rules, the Arbitrator will have the discretion to direct a reasonable exchange of information by the parties, consistent with the expedited nature of the arbitration. The arbitration for non-appearance based arbitrations shall be conducted by telephone, online and/or based solely on written submissions, and the specific manner shall be chosen by the party initiating the arbitration. The arbitration shall not involve any personal appearance by the parties or witnesses unless otherwise agreed by the parties. 9.5 Arbitrator’s decision. The Arbitrator will render an award within the time frame specified in the AAA Rules. Judgment 24 on the arbitration award may be entered in any court having competent jurisdiction to do so. The Arbitrator may award declaratory or injunctive relief only in favor of the claimant and only to the extent necessary to provide relief warranted by the claimant’s individual claim. An Arbitrator’s decision shall be final and binding on all parties. An Arbitrator’s decision and judgment thereon shall have no precedential or collateral estoppel effect. If you prevail in arbitration you will be entitled to an award of attorneys’ fees and expenses, to the extent provided under applicable law. HOPR will not seek, and hereby waives all rights HOPR may have under applicable law to recover, attorneys’ fees and expenses if HOPR prevails in arbitration. 9.6 Fees. Your responsibility to pay any AAA filing, administrative and arbitrator fees will be solely as set forth in the AAA Rules. Each party shall bear its own cost (including attorney’s fees) and disbursements arising out of the arbitration and shall pay an equal share of the fees and costs of the Arbitrator. 9.7 Severability and survival. If any portion of this Dispute Resolution section is found to be unenforceable or unlawful for any reason, (1) the unenforceable or unlawful provision shall be severed from this Agreement; (2) severance of the unenforceable or unlawful provision shall have no impact whatsoever on the remainder of the Dispute Resolution requirements or the parties’ ability to compel arbitration of any remaining claims on an individual basis pursuant to the Dispute Resolution requirements; and (3) to the extent that any claims must therefore proceed on a class, collective, consolidated, or representative basis, such claims must be litigated in a civil court of competent jurisdiction and not in arbitration, and the parties agree that litigation of those claims shall be stayed pending the outcome of any individual claims in arbitration. 9.8 Waiver of class or consolidated actions. ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS SECTION 9 MUST BE ARBITRATED OR LITIGATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS BASIS, AND CLAIMS OF MORE THAN ONE USER CANNOT BE ARBITRATED OR LITIGATED JOINTLY OR CONSOLIDATED WITH THOSE OF ANY OTHER USER UNLESS SPECIFICALLY AGREED TO IN WRITING BY HOPR. 9.9 Confidentiality. All aspects of the arbitration proceeding, including but not limited to, the award of the Arbitrator and compliance therewith, shall be strictly confidential. You agree to maintain confidentiality unless otherwise required by law. This subsection 9.9 shall not prevent a party from submitting to a court of law any information necessary to enforce this section 9, to enforce an arbitration award, or to seek injunctive or equitable relief. gohopr.com Terms of use. Last Modified: June 1, 2018 9.10 Small claims court. Notwithstanding the foregoing, either you or HOPR may bring an individual action in small claims court. 9.11 Emergency equitable relief. Notwithstanding the foregoing, either party may seek emergency equitable relief before a court having jurisdiction in order to maintain the status quo pending arbitration. A request for interim measures shall not be deemed a waiver of any other rights or obligations under this section 9. 9.12 Claims not subject to arbitration. Notwithstanding the foregoing, claims of infringement or misappropriation of HOPR and/or third party providers’ patent, copyright, trademark or trade secrets rights shall not be subject to this section 9. 9.13 Survival of agreement. This section 9 shall survive the termination of your relationship with HOPR. 10. Termination of use of the services. 10.1 Disclosure of information. If you cease using the Services, unless otherwise stipulated by law, HOPR shall have no obligation to disclose or otherwise provide any information in your account to you or to any third party you designate. If you cease using the Services, HOPR may, in its sole discretion and subject to its privacy policy, determine to retain all of the information that you have provided during your use of the Services or that HOPR has collected regarding your use of the Services, unless prohibited by law. 11. Copyright policy. 11.1 Violation of rights; Suspension of account. HOPR respects the intellectual property rights of others and expect users of the Services to do the same. In appropriate circumstances and at HOPR’s sole discretion, HOPR may terminate and/or disable the accounts of users suspected to be infringing the copyrights and/ or other intellectual property rights of others. Additionally, in appropriate circumstances and in HOPR’s sole discretion, HOPR may remove or disable access to material on any of HOPR’s websites or hosted on HOPR’s system(s) that may be infringing or the subject of infringing activity. 11.2 Reporting infringement claims. Claims of copyright infringement should be sent to HOPR’s designated agent, at the following email address _____________________________. 25 12. Miscellaneous provisions. 12.1 Rules of construction. The following apply to the interpretation of the Agreement: a Unless stated otherwise, any reference in the Terms of Use to a section or subsection means the appropriate part of these Terms of Use. b All headings in these Terms of Use have been inserted as a matter of convenience and for reference only and in no way define, limit, enlarge, modify or explain the scope or meaning of these Terms of Use or any of its provisions. c A word in the singular form may be read in the plural form if the context allows it and a word in the plural form may be read in the singular form if the context allows it. All genders are included in any gender expressed. d The words “include”, “includes” and “including” are to be read as if they are followed by the phrase “without limitation”. e If a party is comprised of more than one person, then all covenants and agreements of that party are joint and several. f Any reference to a statute means that statute, and any regulations made under it, all as amended or replaced from time to time. 12.2 Choice of law. The Agreement is governed by and construed in accordance with the laws of the state of California without giving effect to any conflict of law principles, except as may be otherwise provided in supplemental terms applicable to your region. You agree that, to the extent applicable and expressly subject to the dispute resolution procedures set out in section 9 above, to submit to the exclusive jurisdiction of the applicable courts located in Los Angeles County, California in circumstances where the terms of this Agreement permit litigation in court. 12.3 Notice. HOPR may give notice by means of a general notice on the Services, electronic mail to your email address associated with your Account, telephone or text message to any phone number provided in connection with your account, or by written communication sent by first class mail or pre-paid post to any address connected with your Account. Such notice shall be deemed to have been given upon the expiration of 48 hours after mailing or posting (if sent by first class mail or pre-paid post) or 12 hours after sending (if sent by email or telephone). You may give notice to HOPR, with such notice deemed given when received by HOPR, at any time by sending an email with your name from the email account associated with your Account to ________________________. gohopr.com Terms of use. Last Modified: June 1, 2018 12.4 Assignment. You may not assign this Agreement without HOPR’s prior written approval, which HOPR may withhold in its own discretion. HOPR may assign this Agreement without your consent to: (i) a subsidiary or affiliate; (ii) an acquirer of HOPR’s equity, business or assets; or (iii) a successor by merger. Any purported assignment by you in violation of this section 12.4 shall be void and of no force or effect. 12.5 Relationship of parties. No joint venture, partnership, employment, or agency relationship exists between you, HOPR and/or any third party provider as a result of this Agreement or use of the Services. 12.6 Entire agreement; Severability. This Agreement, any applicable privacy policies, and any additional terms and conditions that HOPR or any third party provider provide to you in connection with the Services and/or this Agreement constitute the sole and entire agreement between the parties regarding the Services and supersede all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, regarding the Services. If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced to the fullest extent under law. 12.7 No waiver. No waiver by HOPR of any term or condition set out in this Agreement shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure by HOPR to asset a right or provision under this Agreement shall not constitute a waiver of such right or provision. HOPR’s failure to enforce any right or provision in these Terms shall not constitute a waiver of such right or provision unless acknowledged and agreed to by HOPR in writing. This provision shall not affect the severability and survivability section set forth above in subsection 9.7. 26 gohopr.com Other. Proof of business registration/intent to register. If awarded a permit, HOPR intends to register for a business license in the city of San Francisco. Proof of insurance. If awarded a permit, HOPR will meet all insurance requirements and indemnify SFMTA. 27 gohopr.com HOPR HOPR 2-Wheel Product Specs gohopr.com CycIeHop dba HOPR HOPR 1. The hybrid. Power to the people! Riders can choose whether they want to electrify their ride with a personal battery or not. Adaptability is at the heart of the design of HOPR 1. No charging infrastructure required. Intended for short hops around town. Key feature: Personal power-pack (2 lbs). Power your bike and phone! © CycleHop dba HOPR HOPR 1. Frame mounted alloy basket with removable 2lb power-pack Adjustable, tamper proof seat post Available with both chain & belt drive GPS/Bluetooth mounted lock 24” airless tire mag wheels Front & rear LED lights Unique front & rear fenders Range Power Speed Weight 10 miles 180 watt 14.5 mph 40 lbs © CycleHop dba HOPR HOPR 2. The booster. Knock down the barriers to cycling such as hills, heat, and distance. HOPR 2 has an integrated electric motor and battery that provides a boost when you pedal. The HOPR 2 extends your range and gets you there faster, making cycling more accessible for a wider range of users and across a greater geographic region. Key feature: Retractable cable lock system. © CycleHop dba HOPR HOPR 2. Frame mounted alloy basket with front LED light Adjustable, tamper proof seat post Available with both chain & belt drive GPS/Bluetooth mounted lock & retractable cable lock 26” wheels with puncture resistant tires Front & rear fenders Front & rear LED lights Range Power Speed Weight 50 miles 250 watt 20 mph 45 lbs © CycleHop dba HOPR HOPR 3. The 3-speed. A practical and elegant shared bicycle. HOPR 3 allows for quick and easy hops to get you where you need to go. With 3 speeds, airless tires, front & rear locks and a front basket, HOPR 3 is your simple solution for most of your bike sharing needs. Ideal for riders that are 4”8 to 6”2. Key feature: Airless puncture proof tires. © CycleHop dba HOPR HOPR 3. Large basket with integrated solar panel Adjustable, tamper proof seat post GPS/Bluetooth mounted lock 3-speed Shimano hub 26” airless tire with alloy fenders Front & rear LED lights Panasonic dynamo hub Weight 40 lbs © CycleHop dba HOPR HOPR 4. The kicker. Fun, zippy & extremely easy to use. HOPR 4 is a great 2 wheel solution for getting around. HOPR 4 provides excellent visibility and maneuverability and its extended wheelbase and its low center of gravity makes this electric scooter extremely easy to use. It’s even easier than riding a bike. Key feature: Illuminating side LED lights. © CycleHop dba HOPR HOPR 4. Bluetooth activated cable lock Extended wheelbase LED side illumination Front and rear lights 8.5” puncture resistant airless tires Range Power Speed Weight 12.5 miles 300 watt 15.5 mph 30 lbs © CycleHop dba HOPR Mobile app and software. The HOPR electric bike share suite includes a back office management system built by the most experienced smart bike operators in North America. The front-end consumer app makes it easy for users to sign-up, find, and rent a HOPR bike anytime. © CycleHop dba HOPR