1. Terms

1.1. Velvioo, Inc. (“Company”) provides a bicycles, e-bikes, and electric scooters (“Device”) sharing and rental service (“Service”) through a mobile application (“Mobile App”) to the account holder (“Customer”) and the Customer shall make payment for each use of the Service.

1.2. The Customer must read, understand, accept, and agree to comply with the Agreement prior to use.

1.3. If the Customer does not accept the entirety of the Agreement, the Customer is not authorized to use Company’s Service and should not operate any Device of Company or use the Mobile App. 

1.4. By accessing or using the Mobile App the Customer acknowledges that they have read, understood, and agreed to be bound by this Agreement.

2. Registration and Confirmation

2.1. To register, the Customer must install the Mobile App and complete the authorization process by providing the data marked as obligatory, including but not limited to the Customer’s name, surname, e-mail address, and mobile phone number. In order to become a registered user, the Customer must be 18 years of age at the time of registration.

2.2. Upon registration, the applicant shall receive a personal identification number (PIN) via sms which he/she may use to log into the Mobile App.

2.3. During the registration process, and when using the Service, Customer shall provide correct data, and keep the password and login secret from third parties.

2.4. Company reserves the right to introduce technical modifications in the Customer registration and Service provision processes.

2.5. If it is revealed that the Customer’s use of the Service does not comply with this Agreement, Company may block the Customer’s account and use of the Service. If the Customer’s account is suspended, Customer may not re-register without the prior written consent of Company.

2.6. The Customer shall inform Company immediately of any changes to their personal information, including without limitation, the obligatory personal data provided at registration and information regarding payment (e.g. credit card information).

2.7. Company has the right to remove the Device from the street at its discretion, for any reason or no reason.

3. Customer’s Obligations

3.1. Customer shall at all times operate the Device:

3.1.1. in a safe and responsible manner;

3.1.2. in compliance will all applicable federal, state, and local laws; and

3.1.3. in compliance with this Agreement.

3.2. The Device may not be used:

3.2.1. by a persons who is younger than 18 years,

3.2.2. to carry or transport more than one person,

3.2.3. for any commercial purpose,

3.2.4. for journeys outside of the authorized operating zones,

3.2.5. while under the influence of alcohol or any other substance, including but not limited to legal or illegal drugs, that may impair one’s ability to operate the Device safely,

3.2.6. for any use by an individual other than the Customer.

3.2.6.1. The Customer may not transfer their lock code, or any other unique subscriber information to any other person.

3.3. Customer may not operate a Device while under the influence of any alcohol, drugs, medication, or other substance that may impair Customer’s ability to safely operate the Device or which, under local laws, constitutes operating a vehicle under the influence.

3.4. Customer may not operate a Device in poor or dangerous weather or road conditions, including without limitations snow, hail, ice, sleet, or storms, which could make it more dangerous to operate the Device.

3.5. Customer may not transfer a Device in a car, ferry, train, or any other vehicle or mode of transportation.

3.6. One hand or freehand (“no-hands”) operation of the bike is not allowed at any time.

3.7. The Customer is obliged to ensure that all transported goods and items are properly fastened and secured at all times within the Device basket, if one is provided.

3.7.1. It is forbidden to use the Device basket improperly or to overload it (maximum allowable load: 5kg/11lb).

3.7.2. Customer may not transport goods or items except goods or items that fit in the Device basket.

3.7.3. Customer may not attach a basket if one is not provided by Company, or any other mechanism for transporting goods or items.

3.7.4. The basket, if one is provided on the Device, shall never be used to transport a human being or any animal.

3.8. The Customer shall not use any locking mechanism, other than the locking mechanism provided by Company.

3.9. Unauthorized modifications or alterations to the Device are not allowed, including any addition of accessories, or modifications of the sticker, logo, advertising, or other addition installed on Device by Company.

3.10. Customer may not use a Device for any commercial purpose, including but not limited to, advertising.

 4. Payment

 4.1. You will be required to provide Company with a valid credit card, debit card, or other payment account (“Payment Method”) in order to use the Services. When you add a Payment Method to your account, you will be asked to provide customary billing information. You must provide accurate, current, and complete information when adding a Payment Method and it is your obligation to keep your Payment Method up-to-date at all times.

You represent and warrant to Company that you are authorized to use any Payment Method you furnish. You authorize Company to charge the Payment Method for all fees incurred by you with respect to the Services and under this Agreement.

4.2. Company’s calculation of all fees and services shall be charged on the basis of the prices valid at the beginning of each Rental Period. “Rental Period” means the moment the Device is unlocked from the Mobile App and until the Customer ends the rental from the Mobile App and locks the Device. Up to date Service fees charged by Company are available within the app.

4.3. Customer shall pay the billed amounts only through available methods within the app. Payment will be provided at the start of the Rental Period.

4.4. Debiting of the Customer’s account occurs automatically. Customer must maintain a positive account balance to start a Rental Period. 

4.5. Objections to debited charges must be submitted in writing to Company within 14 (fourteen) days of receipt of the invoice. Customer rights following the expiry of the objection period remain unaffected. Any refunds due will be credited to the Customer’s account or through a mutually agreeable method.

4.6. Online payments made directly to the website are transferred to Company. Payment can only be refunded if Company has not provided the Service. In the event that such a conflict should arise concerning online payments, the Customer can make a complaint with Company. Customer can submit the complaints regarding the software through the “Help and Support” section of the application.

5. Device Safety Inspection

5.1. Before each use of a Device, Customer must conduct a safety inspection of the Device, which Customer acknowledges Customer is competent to do, and which includes inspecting for all of the following:

5.1.1. trueness of the wheels;

5.1.2. safe operation of all brakes and lights;

5.1.3  proper attachment of the seat, pedals, wheels, safety lights, basket, any other accessories, if any;

5.1.4. no sign of damage, unusual or excessive wear, or other mechanical problem or maintenance need.

5.2. The Customer shall not use the Device if they notice any mechanical, safety, or other issue; and, in such case, the Customer shall promptly notify Company of all issues seen by Customer through the Mobile App.

6. Returning the Device

6.1. The Customer must end each occurrence of renting a Device when the Device is within the designated location as indicated in the Mobile App. 

6.2. Customer shall inform Company that the Rental Period is being ended as well as of the exact location of the return (station number or GPS coordinates). This may be done automatically through the Mobile App but if an issue prevents the Customer from doing so in the Mobile App, the Customer must report to Company customer service team.

6.3. Customer must be able to provide the information in Section 6.2 to Company upon request for a period of 48 hours following the Rental Period.

6.4. Should the Customer not return the Device at a defined area as described in paragraphs 6.1 and 6.2., provide false information, or not return the Device entirely, Company reserves the right to charge the Customer a fee up to $5,000 or equivalent in local currency.

6.5. The Device must be parked in plain sight but not obstructing the free flow of traffic or pedestrians, blocking any roads, driverways, walkways, hindering safety of third parties or other vehicles, and not damaging any third-party.

6.5.1. Customer shall follow all road traffic regulations and other applicable local laws when parking.

6.6. Customer shall park the Device in an area accessible by the public at all hours, a safe location, in an upright position, and where adequate GPS signal can be established. Customer is responsible for any damage to a Device caused by improper or illegal parking leading to damage or confiscation of the Device.

6.7. Device must be locked at the end of the Rental Period or when not in use, even if the Customer leaves the Device unattended for only a short time. Company may charge a fee of up to $100 for failure to comply with this provision.

7. Personal Safety

7.1. Customer shall wear a helmet that has been properly sized, fitted, and fastened, according to the manufacturer’s instructions and meeting local regulation specifications, if any.

7.2. Customer shall, at all times when operating a device, do so in accordance with the applicable laws, ordinances, and regulations. 

8.  Limitation of Liability 

8.1. Customer agrees that they use the services and operate any Device at their own risk. Materials, services, and hardware are provided in “as is” condition and without any warranties of any kind, including warranties of merchantability, fitness for a particular purpose. The foregoing exclusions of implied warranties do not apply to the extent prohibited by law. No information or advice received from Company or any agents of Company will create any warranty not expressly made in this Agreement.

 8.2. Company does not assume liability for any damage, harm, virus, or other issue that may arise from the access or use of the Mobile App. Company and its affiliates (including but limited to ANIV, Inc.), subsidiaries, parents, successors and assigns, and their respective officers, directors, employees, agents, or shareholders are not in any event liable for special, punitive, incidental, or consequential damages arising out of the Service or inability to use the Service. This limitation applies to all claims, whether brought as a warranty, contract, tort, or any other legal theory and whether advised or not of the possibility of such damages. If any portion of this limitation is prohibited by law, the clause shall not be invalidated as a whole but only to the extent prohibited by law.

8.3. Customer agrees to defend, indemnify and hold Company and any affiliated entity (including but not limited to ANIV, Inc.) or individual harmless from any and all liabilities, costs, and expenses, including reasonable attorneys’ fees, related to or in connection with (i) use of the Services or operating of any Device, including without limitation property damages or personal injury claims; (ii) violation of any term of this Agreement, including without limitation, breach of any of the representations and warranties above; (iii) violation of any third party right, including without limitation any right of privacy, publicity rights or intellectual property rights; (iv) violation of any applicable law, rule or regulation; (v) any claim or damages that arise as a result of any submission of content, message or information to Company, including without limitation any claim or damages arising from a defamation or invasion of privacy claim; or (vi) any other party’s access and use of the Services with your unique account.

8.4. If the Customer causes damages or the Device is stolen, the Customer shall be liable for the damages incurred.

8.5. The Customer shall be made liable for all costs and damages incurred by Company due to non-compliance with the Agreement obligations.

8.6. The Customer represents, warrants, and agrees that Company is not responsible for providing or maintaining bicycle lanes or any other place where the Customer may ride Device, and that Company does not guarantee that there will always be a safe place to ride a Device. Roads and bicycle lanes may become dangerous due to weather, traffic, or other hazards. The Customer shall not use a Device for any use, besides safe operation on public or private roads designated for the Device, as applicable.

8.7. Company shall not be liable in cases of improper and/or unauthorized use of the Device under this Agreement.

8.8. If the Device is stolen during the rental period, the Customer must report the theft immediately to Company and the police.

8.9. Company must be informed of accidents immediately. In cases of accidents involving not only the Customer, but also third-party property or other persons, the Customer is also obliged to report the incident to the police immediately in accordance with local laws.

8.10. In the event that you have a dispute with one or more other users of the Services, you release Company and its affiliates (including but limited to ANIV, Inc.), subsidiaries, parents, successors and assigns, and their respective officers, directors, employees, agents, or shareholders from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such disputes.

9. Dispute Resolution.

9.1. Company application contains means to receive support and address concerns regarding the Services. The parties shall use their best efforts through this support process to settle any dispute, claim, question, or disagreement and engage in good faith negotiations, which shall be a condition to either party initiating mediation, arbitration, or a lawsuit.

9.2. If the parties do not reach an agreed upon solution through the support process, then either party may initiate binding arbitration as the sole means to resolve claims, subject to the terms set forth below. All claims arising out of or relating to Company’s Service, and the parties’ relationship with each other shall be finally settled by binding arbitration administered by JAMS Arbitration located in Los Angeles, CA, USA.

The arbitrator, and not any court or agency, shall have exclusive authority to resolve all disputes arising out of or relating to the interpretation, applicability, enforceability or formation of this Agreement, including, but not limited to any claim that all or any part of this Agreement is void or voidable, or whether a claim is subject to arbitration. Specifically, the arbitrator will have competence-competence as to all jurisdictional questions. The arbitrator shall be empowered to grant whatever relief would be available in a court under law or in equity. The arbitrator’s award shall be written, and binding on the parties and may be entered as a judgment in any court of competent jurisdiction.

To the extent the filing fee for the arbitration exceeds the cost of filing a lawsuit, Company will pay the additional cost. The arbitration rules also permit you to recover attorney’s fees in certain cases. The parties understand that, absent this mandatory provision, they would have the right to sue in court and have a jury trial. They further understand that, in some instances, the costs of arbitration could exceed the costs of litigation and the right to discovery may be more limited in arbitration than in court.

9.3. The arbitration will be subject to California Law and the venue will be located in Los Angeles County, California, USA.

9.4. The parties further agree that any arbitration shall be conducted in their individual capacities only and not as a class action or other representative action, and the parties expressly waive their right to file a class action or seek relief on a class basis. You and Company agree that each may bring claims against the other only in your or its individual capacity, and not as a plaintiff or class member in any purported class or representative proceeding. If any court or arbitrator determines that the class action waiver set forth in this paragraph is void or unenforceable for any reason or that an arbitration can proceed on a class basis, then the arbitration provision set forth above shall be deemed null and void in its entirety and the parties shall be deemed to have not agreed to arbitrate disputes.

9.5. Notwithstanding the parties’ decision to resolve all disputes through arbitration, either party may bring an action in state or federal court to protect its intellectual property rights (“intellectual property rights” means patents, copyrights, moral rights, trademarks, and trade secrets, but not privacy or publicity rights).

9.6. Claims satisfying California’s small claims or limited case requirements are exempt from this Agreement’s arbitration agreement.

9.7. You have the right to opt-out and not be bound by the arbitration and class action waiver provisions set forth above by sending written notice of your decision to opt-out to the following address: 1377 1/2 E Colorado St, Glendale, CA 91205. The notice must be sent within 30 days of your first use of Services, otherwise you shall be bound to arbitrate disputes in accordance with the terms of these paragraphs. If you opt-out of these arbitration provisions, Company will also not be bound by them.

9.8. Company will provide notice of any changes to this provision and any change is effective only prospectively.

10. Confidentiality of Customer Information

10.1. Customer is responsible for preventing unauthorized use of the Customer’s personal data by third parties. This applies, in particular, to their personalized PIN/password.

10.2. The Customer may change the personal data anytime and as often as they wants.

10.3. Should the Customer have reason to believe that their data has been compromised or misused, Customer will immediately inform Company.

11. Privacy Policy

 11.1. Company’s Privacy Policy may be found in privacy policy section. This Privacy Policy is fully integrated into this agreement.

11.2. Device location feature of app-based Services may include ARCore functionality provided by Google. Use of ARCore functionality is subject to the then-current versions of the:

11.2.1. Google Terms of Service at policies.google.com/terms; and

11.2.2. Google Privacy Policy at google.com/policies/privacy.

11.3. You agree, understand and acknowledge that Company may engage third-party payment processors/gateway service providers to facilitate processing of payments. Accordingly, you may be required to follow any terms and conditions of such third party payment processors/gateway service providers, as communicated to you, from time to time.

12. Term and Termination

 12.1. This Agreement commences when the Customer creates an account to the Service and shall continue until the earlier of (i) such time as the Customer cancels his/her account by Mobile App or (ii) Company terminates this Agreement upon notice to the Customer (the "Term").

12.2. Customer may terminate his/her use of the Service at any time; provided, however, that (i) no refund will be provided by Company, and (ii) Customer may still be charged any applicable additional fees arising under this Agreement.

13. General Provisions

13.1. This Agreement contains the complete, final, and exclusive integrated agreement between the Parties with respect to its subject matter. It may be updated periodically and without prior notice to the Customer. For significant changes, Company will notify the Customer by posting a prominent notice on the Mobile App and indicating at the top of the Agreement when it was most recently updated.    

13.2. This Agreement is governed by, and must be construed and enforced in accordance with the laws of the State of California.

13.3. The headings in this Agreement are for the reader’s convenience only and should not be used to interpret the Agreement.

13.4. This Agreement is executed in English.

13.5. Neither Company nor you shall be responsible for damages or for delays or failures in performance resulting from acts or occurrences beyond their reasonable control, including, without limitation: fire, lightning, explosion, power surge or failure, water, acts of God, war, revolution, pandemic, civil commotion or acts of civil or military authorities or public enemies: any law, order, regulation, ordinance, or requirement of any government or legal body or any representative of any such government or legal body; or labor unrest, including without limitation, strikes, slowdowns, picketing, or boycotts; inability to secure raw materials, transportation facilities, fuel or energy shortages, or acts or omissions of other common carriers.

13.6. In some cases we may partner with another entity to co-promote their services within our Services or engage a third party to provide features or technology to enable our Services. In these cases, you may be transacting directly with the other party or subject to the other party’s terms. When using these partner pages, Service features or technology, you are bound by partner terms of service in addition to this Agreement. When there is a conflict between this Agreement and the partner’s terms of service with respect to any dispute relating to Company or Company’s Services, this Agreement will prevail.

13.7. ANIV, Inc. is an intended beneficiary of this agreement, and in particular, of Article 8.

14. Customer’s Agreement

14.1. The Customer represents and warrants that he/she is the person renting a Device, he/she is 18 years of age or older, and has read and agreed to all of the terms and conditions set forth in this Agreement.