User Generated Content Terms of Use

Rad Power Bikes Inc.

Last updated March 26, 2021

Welcome to Rad Power Bikes Inc. (“Rad Power Bikes”)’s User Generated Content Terms of Use agreement (“UGC Terms”). By responding to Rad Power Bikes’ request to use content you posted on Instagram, Twitter, Facebook, or any applicable social media platform with #Approved or by submitting your photo to Rad Power Bikes’ User Generated Content Submission page (collectively “User Content”), you agree to the following UGC Terms.

Rad Power Bikes reserves the right to alter these UGC Terms without advance notice by posting revised UGC Terms. Accordingly, you should review the UGC Terms each time you grant permission or authorization to feature your User Content.

Please note that Rad Power Bikes is under no obligation to display, feature or use any User Content, but may do so at its sole discretion. We may remove or stop using any User Content at any time, for any reason. Use of the User Content does not imply our endorsement of you or any affiliation with you.

You hereby grant Rad Power Bikes and its related companies, agents, and other affiliates (“Licensed Parties”) a worldwide, perpetual, irrevocable, sublicensable, royalty-free, and transferable license and permission to use, reproduce, edit, modify and exhibit, create derivative works of, transmit, distribute, and display your User Content in any manner. The Licensed Parties may use your User Content for any business purpose on webpages and social media pages operated by the Licensed Parties, in promotional e-mails and advertisements, and in any and all other marketing, promotional and advertising initiatives, in any and all media formats, whether now known or hereafter developed. You irrevocably and unconditionally waive (and agree not to enforce) all rights in the User Content, including without limitation any moral rights or equivalent rights which you may otherwise have under any laws now existing or which become law in the future in any part of the world.

You confirm that you have the consent or permission of any other person or entity that is required for Licensed Parties’ use of your User Content as described in these UGC Terms, including but not limited to:

1. (a) any person who appears or performs in your User Content, and
2. (2) any person or entity who owns any rights in your User Content or anything that appears in your User Content.

You irrevocably and unconditionally grant to Licensed Parties all consents or permissions of any person or entity as required by any applicable laws, including but not limited to Copyright laws and related rights laws (and all other laws now or in future in force in any part of the world) which may be required for Licensed Parties use of the User Content and the rights you are granting the Licensed Parties under these UGC Terms.

You also grant the Licensed Parties the right to use your username, real name, image, likeness, descriptions of you, location or other identifying information that are publicly available on the social media platform the User Content was posted or supplied by you to Rad Power Bikes, in connection with any use of your User Content. You agree the Licensed Parties have no obligation to use your User Content, name, or other identifying information. You hereby release, discharge and agree to hold the Licensed Parties, and any person acting on their behalf, harmless from any liability related in any way to the Licensed Parties’ use of your User Content.

The Licensed Parties reserve the right to cease use of any User Content at any time.

If you believe any content, including User Content, used in connection with Rad Power Bikes’ business infringes any person’s or entity’s copyright rights, please contact legal@radpowerbikes.com.

You represent and warrant that:

• You are at least eighteen (18) years of age and a legal adult in the state or country where you live.
• You have full power and authority to agree to these UGC Terms.
• The User Content is your original creation, and it was not taken from any third party, website, social media posts, or elsewhere.
• You have all necessary rights and permission from all persons appearing in your User Content to grant the rights described in these UGC Terms.
• The User Content does not contain any trademark, logos, brand names, advertising, sponsorship, or promotional material owned by any person or entity, other than you or Rad Power Bikes.
  The Licensed Parties’ use of your User Content will not violate the rights of any third party, including but not limited to copyright, trademark, patent, trade secret, publicity, privacy, moral, or proprietary rights and will not violate any applicable law.
• The Licensed Parties’ use of your User Content does not and will not require payment to any person or entity and does not require approval or consent by any other person or entity.
• The User Content is not libelous, defamatory, obscene, harassing, hateful, offensive, or otherwise unlawful.
• Your upload or post of the User Content does not violate any applicable laws or the terms or conditions of the social media platform where you uploaded or posted the User Content.
• You have read and you agree to comply with all of the terms and conditions in these UGC Terms.

You agree to indemnify Rad Power Bikes, our vendors, and any of our or their respective parents, affiliates, licensees, licensors, and each of our or their respective officers, directors, employees, successors, agents and assigns, for all claims arising from or in connection with

1. (a) a breach by you of the representations and warranties contained herein;
2. (b) the use of any User Content;
3. (c) any breach or alleged breach by you of these UGC Terms or applicable laws.

The foregoing indemnification shall not apply to Rad Power Bikes’ own negligence or intentional conduct.

Rad Power Bikes will use any personal data received in connection with the use of your User Content in accordance with these UGC Terms and Rad Power Bikes’ Privacy Policy available at https://www.radpowerbikes.com/pages/privacy-policy or the Privacy Policy applicable in your country available on Rad Power Bikes’ local website or upon request, which are hereby incorporated by reference.

Rad Power Bikes owns all rights in or are licensed to use the Rad Power Bikes’ name, logo, and marks, or any other name, logo or marks owned or licensed by Rad Power Bikes (“Rad Power Bikes Content”), which may be protected by copyright, trademark and other intellectual property laws. You acknowledge and agree that you do not acquire any ownership or other rights in proprietary information and materials of Rad Power Bikes by authorizing use of your User Content.

THIS SECTION LIMITS CERTAIN RIGHTS, INCLUDING THE RIGHT TO MAINTAIN A COURT ACTION, THE RIGHT TO A JURY TRIAL, THE RIGHT TO PARTICIPATE IN ANY FORM OF CLASS OR REPRESENTATIVE CLAIM, AND THE RIGHT TO ENGAGE IN DISCOVERY EXCEPT AS PROVIDED IN THE AMERICAN ARBITRATION ASSOCIATION’S COMPREHENSIVE ARBITRATION RULES. YOU AND RAD POWER BIKES AGREE TO RESOLVE ANY DISPUTES BETWEEN US EXCLUSIVELY AND FINALLY BY BINDING ARBITRATION ON AN INDIVIDUAL BASIS, WHICH MEANS YOU AND RPB WAIVE ANY RIGHT TO LITIGATE DISPUTES IN A COURT OR BEFORE A JURY, OR AS PART OF A CLASS ACTION, A REPRESENTATIVE ACTION, A CONSOLIDATED ACTION OR IN A PRIVATE ATTORNEY GENERAL CAPACITY.

This arbitration requirement applies to any claim or dispute of any kind (whether in contract, tort, or otherwise, whether pre-existing, present, or future, and including statutory, common law, or equitable) between you and Rad Power Bikes, its affiliates, agents, employees, successors, assigns, direct and indirect subsidiaries, and any third party in connection with your User Content, these Terms, or Rad Power Bikes’ marketing or advertising (“Claims”).

You still have the right to bring individual Claims in small claims court, to the extent that you qualify. Rad Power Bikes will pay the arbitration/arbitrator fees. Arbitration shall be administered by the American Arbitration Association (AAA), subject to its Consumer Arbitration Rules, available at (800) 778-7879 and www.adr.org. Discovery shall be permitted in arbitration subject to AAA Consumer Arbitration Rules. The arbitrator shall have exclusive authority to resolve any arbitrability issues including any dispute over these Terms or this arbitration provision’s scope, application, meaning, and enforceability. The arbitrator shall be empowered to grant whatever relief would be available in court. Any award of the arbitrator(s) shall be final and binding and may be entered as a judgment in any court of competent jurisdiction.

Claims may not be arbitrated on a class or representative basis. You and Rad Power Bikes agree to arbitration only on an individual basis. Neither you nor Rad Power Bikes may join or consolidate claims of others or participate in any claim as a class representative or a class member. If any portion of this arbitration agreement is found unenforceable, the unenforceable portion shall be severed, and the remaining arbitration terms shall be enforced (but in no event will there be a class arbitration). This paragraph controls over any inconsistent term in any other agreement.

You and Rad Power Bikes agree that the arbitration will be kept confidential and that the existence of the proceeding and any element of it (including without limitation, any pleadings, briefs or other documents submitted or exchanged and any testimony or other oral submissions and awards) will not be disclosed beyond the arbitration proceedings, except as may lawfully be required in judicial proceedings relating to the arbitration or by applicable disclosure rules and regulations of securities regulatory authorities or other governmental agencies.

This arbitration shall be governed by the Federal Arbitration Act 9 U.S.C. sec. 1-16 (FAA).

These UGC Terms are personal to you and may not be assigned or transferred by you for any reason whatsoever without our prior written consent. We may assign our rights and obligations under these UGC Terms to any other person, in whole or in part, without consent. A failure by us to exercise and any delay, forbearance or indulgence by us in exercising any right, power or remedy under these UGC Terms (in whole or in part) shall not operate as a waiver of that right, power or remedy or preclude its exercise at any subsequent time or on any subsequent occasion. A person not a party to these UGC Terms has no right to enforce any of these terms.

These UGC Terms contain all the terms agreed between you and Rad Power Bikes regarding the User Content and supersede any prior agreement, understanding or arrangement between us, whether oral or in writing. The construction, validity and performance of these terms shall be governed by the laws of the State of Washington, USA and the parties submit to the exclusive jurisdiction of the courts of Washington to resolve any dispute arising under or in connection with these UGC Terms. If any court of law, having the jurisdiction to decide on this matter, rules that any provision of these UGC Terms is invalid, then that provision will be removed without affecting the rest of the UGC Terms. The remaining provisions of these UGC Terms will continue to be valid and enforceable.

Any questions regarding these UGC Terms may be directed to legal@radpowerbikes.com.