Bird Services Agreement

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The terms of the following Services Agreement (“Agreement”) constitute an agreement between you and Blue Jay Transit, Inc. (“Bird”) governing the services you provide to Bird in various capacities including as a Charger, Mechanic or other role as may be offered by Bird from time to time (collectively, “Bird Services”) on an independent contractor basis.

Please read the terms of this agreement carefully. By clicking on the “I agree” or similar button, you expressly represent that (1) you have read, understand, and agree to be bound by the terms and conditions of this agreement, (2) you are of legal age to form a binding contract with Bird, (3) you have the authority to enter into the agreement personally or on behalf of the company you represent and to bind that company to the agreement; and (4) you are legally authorized to work in the United States.

Bird

Bird is a last-mile electric vehicle rental service business. Bird Services are ancillary to Bird’s core rental services.

Your Relationship with Bird

In performing the Bird Services, you acknowledge and agree that you and Bird are in a direct business relationship, and the relationship between the parties under this Agreement is solely that of independent contracting parties. You and Bird agree that nothing in this Agreement should be construed to create (1) an employer-employee relationship or (2) a joint venture, franchisor-franchisee, partnership or agency relationship, or (3) any other relationship other than that of an independent contractor between you and Bird. You have no authority to bind Bird, and you will not undertake to represent yourself as an employee, agent or authorized agent of Bird.

Bird does not, and shall not be deemed to, direct or control you generally or in your performance under this Agreement specifically, including in connection with your provision of Bird Services.

You retain the sole right to determine when, where, and for how long you will perform Bird Services. In addition, subject to the limitations set forth herein, you can determine the method, details, and means of performing the Bird Services, including whether you engage your own employees or contractors to assist you with the provision of Bird Services. You acknowledge and agree that (i) you have no authority to enter into any agreement or contract that binds Bird or creates obligations on the part of Bird, and (ii) you are not eligible for any Bird employee benefits and, to the extent that you otherwise would be eligible for any Bird employee benefits except for the express terms of this Agreement, you expressly decline to participate in such Bird employee benefits. With the exception of any permit/license rule or other legal requirements, Bird shall have no right to require you to: (i) display Bird’s names, logos or colors, or (ii) wear a uniform or any other clothing displaying Bird’s names, logos or colors. You acknowledge and agree that you have complete discretion to provide Bird Services or otherwise engage in other business or employment activities with other companies.

Payment for Your Services

  • You will pay all applicable federal, state and local taxes based on your provision of Bird Services and any payments received by you. You understand Bird will not withhold or make payments for social security, unemployment insurance or disability insurance contributions, or obtain workers’ compensation insurance on your behalf. You agree to indemnify, defend and hold Bird harmless from any liability for any breach of this Agreement by you, or any liability for or assessment of, any claims or penalties or interest with respect to such taxes.
  • If applicable (for example, if you earn at least $600 in any calendar year from Bird), you will be required to complete and submit an IRS Form W-9 to Bird, which you hereby agree to do upon request from Bird, and Bird will report fees paid to you for the Bird Services by filing a Form 1099-MISC with the Internal Revenue Service, as required by law.

Your Responsibility for Prohibited Activities

While providing Bird Services, you agree that you will be solely responsible for the consequences of:

  • any damage to Bird scooters (“Bird Scooters”);
  • any damage or injury to yourself or third parties;
  • entering any private or public property for which you do not have full authorization to enter;
  • failing to follow the protocol or rules of any particular jurisdiction in which you may be performing Bird Services (e.g., particular local regulations, on a university campus, etc.);
  • performing Bird Services in an unsafe, unprofessional, or unworkmanlike manner, including while under the influence of alcohol or other legal or illegal drug;
  • capturing more Birds than you can charge responsibly and in accordance with this Agreement;
  • any damage, depreciation, and/or wear and tear to your tools or personal property;
  • using electricity that you do not pay for (as applicable);
  • overloading any electrical circuit while charging a Bird Scooter (as applicable);
  • violating any law, statute, rule, permit, ordinance or regulation;
  • although you may hire contractors or employees to assist you, you are responsible for anyone who may use, charge, or take possession of the Bird Scooter while under your control while providing any Bird Services;
  • hoarding, colluding, gaming the rules governing Bird Services, or otherwise attempting to defraud Bird in the provision of Bird Services; and
  • causing any third party to engage in the restricted activities above.

Additionally, you agree that if you ride a Bird Scooter during the course of providing any Bird Services, all such rides will be governed by Bird’s Rental Agreement which you will agree to, prior to beginning your first task.

Expenses/Tools/Insurance

  • You are solely responsible for all of your own tools, equipment, insurance and any expenses that you incur in connection with the Bird Services.
  • While you are providing any Bird Services, including locating and returning Bird Scooters, providing transport, battery charge, or repair services, you may be engaged in commercial activity. Your private passenger automobile, homeowners, condominium, or renters insurance policies might not provide coverage for you, depending on the terms of your policy. You are responsible for maintaining adequate insurance coverage to cover losses incurred during your commercial activity.

Lost or Stolen Vehicles

If you do not timely release Bird Scooters into designated Nests or other authorized locations, or otherwise fail to timely return/release Bird Scooters in your possession, Bird reserves the right to pursue any and all remedies available to it for the recovery of such Birds, including imposing contractual penalties, charging you for the replacement cost of the Bird Scooters plus an administrative fee (i.e., up to $1,000.00 each), or pursuing other civil or criminal remedies that may involve local law enforcement.

You agree that the data generated by Bird’s systems is conclusive evidence of the location of a Bird Scooter and/or the time of a Bird Scooter’s release. You agree to report a Bird Scooter disappearance or suspected theft or fraudulent activity to Bird immediately or as soon as possible.

Intellectual Property

All intellectual property rights in the Bird mobile application (“App”) shall be owned by Bird absolutely and in their entirety. These rights include database rights, copyright, design rights (whether registered or unregistered), trademarks (whether registered or unregistered), information regarding how Bird Scooters work, Bird’s maintenance, repair and charging procedures, the contents of the App and how the App functions, and the contents of any communications from Bird to you, and other similar rights wherever existing in the world together with the right to apply for protection of the same (“Intellectual Property Rights”). All other trademarks, logos, service marks, company or product names set forth in the Bird App are the property of their respective owners.

Confidential Information

During the course of providing Bird Services under this Agreement, you may be provided with and/or granted access to Confidential Information (as defined below).

You shall not use any Confidential Information for any purpose other than as necessary to provide Bird Services. You agree to use reasonable care to protect the confidentiality of the Confidential Information. If you are compelled by law to disclose Confidential Information, you shall provide Bird with prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance if Bird wishes to contest the disclosure. If you disclose or use (or threaten to disclose or use) any Confidential Information in breach of this paragraph, Bird shall have the right, in addition to any other remedies available to it, to seek injunctive relief to enjoin such acts. You specifically acknowledge that any other available remedies are inadequate.

“Confidential Information” includes, but is not limited to: Intellectual Property Rights, nonpublic information in any form including without limitation technology, data, plans, projects, drawings, schematics, standard operating procedures, know-how, client and/or vendor lists, employee and other personnel information, proposals, contracts, reports, photographs, video recordings, audio recordings, and work space inside and outside of buildings.

Indemnity

You agree to strictly comply with the terms of this Agreement. You agree to be solely responsible for all liabilities resulting from your failure to do so, including but not limited to, loss or damage to any persons or property resulting from such failure.

You will defend, indemnify, and hold Bird including our affiliates, subsidiaries, parents, successors and assigns, and each of our respective officers, directors, employees, agents, or shareholders harmless from any claims, actions, suits, losses, costs, liabilities and expenses (including reasonable attorneys’ fees) relating to or arising out of this Agreement and your performance of Bird Services, including: (1) your breach of this Agreement or the documents it incorporates by reference; (2) your violation of any law or the rights of a third party, including any employee or contractor you may engage to assist you with the provision of Bird Services; (3) any allegation that any information you pass along to Bird infringes or otherwise violates the copyright, trademark, trade secret or other intellectual property or other rights of any third party; (4) your ownership, use or operation of a Bird Scooter, or any vehicle used in the performance of Bird Services; and/or (5) any other activities in connection with the Bird Services. This indemnity shall be applicable without regard to the negligence of any party, including any indemnified person.

Limitation of Liability

In no event will Bird, including our affiliates, subsidiaries, parents, successors and assigns, and each of our respective officers, directors, employees, agents, or shareholders (the “Bird Parties”), be liable to you for any incidental, special, exemplary, punitive, consequential, or indirect damages (including damages for deletion, corruption, loss of data, loss of programs, failure to store any information or other content maintained or transmitted by the Bird App, service interruptions, or for the cost of procurement of substitute services) arising out of or in connection with the Bird App, the Bird Services, or this Agreement, however arising including negligence, even if we or our agents or representatives know or have been advised of the possibility of such damages.

You understand and agree that at all times all Bird Scooters are owned by and remain the property of Bird.

The Bird App, Bird Scooters, and any other Bird property provided to you by Bird are provided to you “as is” and any use of the App, Bird Scooters, or Bird property are at your own risk. Bird disclaims all warranties, whether express, implied, or statutory, including without limitation, any implied warranties of title, non-infringement, merchantability, or fitness for a particular purpose.

You agree that Bird will not be responsible for any loss or damage to you or any third parties arising from or related to the App, Bird Scooters, or Bird property. In no event will Bird be liable for any lost profits, lost or incorrect data, or loss of use in connection with the use of the App, Bird Scooters, or any other Bird property provided by Bird or in connection with any other claim arising from this Agreement, even if Bird has been advised of the possibility of such damages. The maximum liability of Bird arising out of or in any way connected to this Agreement shall not exceed $100.

You may not use, export, import, or transfer the App, Bird Scooters, or Bird property, except as authorized by Bird in writing and by U.S. law, the laws of the jurisdiction in which you obtained the foregoing, and any other applicable laws.

Modification of the Agreement

Please note that the Agreement is subject to change by Bird in its sole discretion at any time. When material changes are made, Bird will make a new copy of the Agreement available within the Bird App. Bird will also update the date at the top of this Agreement. Any modifications to the Agreement shall be binding on you upon your acceptance of the modified Agreement. Continued use of the App to provide services to Bird shall constitute your acceptance to such modifications.

No Assignment of Rights

You may not assign any of your rights under this Agreement without prior written consent of Bird. Absent any such prior written consent, any attempted assignment hereunder shall be null, void, and have no effect.

Waiver

Any waiver shall constitute a waiver only with respect to the specific matter described therein and shall in no way impair the rights of the party granting such waiver in any other respect or at any other time. Any delay or forbearance by Bird in exercising any right hereunder shall not be deemed a waiver of that right.

Notices

All notices to Bird under this Agreement shall be in writing, and will be deemed given when personally delivered, when sent by prepaid certified or registered U.S. mail with return receipt requested, or when sent by a recognized delivery service to Blue Jay Transit, Inc., 382 NE 191st Street, #20388, Miami, FL 33179.

Term and Termination

This Agreement may be terminated: a) by either party, without cause, upon seven (7) days’ prior written notice to the other party; or b) by either party immediately, without notice, upon the other party’s material breach of this Agreement. For all other breaches of this Agreement, you will be provided notice and an opportunity to cure the breach. If the breach is cured in a timely manner and to Bird’s satisfaction, Bird may choose not to permanently terminate this Agreement. In addition, Bird may terminate this Agreement or deactivate your account immediately in the event Bird has the good faith belief that such action is necessary to protect the safety of Bird, the Bird community or third parties, or to promote the operations of Bird’s business. The provisions regarding Intellectual Property, Indemnity and Confidential Information shall survive any termination or expiration of this Agreement.

Binding Arbitration and Class or Collective Action Waiver

PLEASE READ THIS SECTION CAREFULLY – IT MAY SIGNIFICANTLY AFFECT YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT

Initial Dispute Resolution

Support is available via the Bird App to address any concerns you may have regarding your provision of Bird Services and/or this Agreement. 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 a lawsuit or arbitration.

Binding Arbitration

If the parties do not reach an agreed upon solution within a period of 30 days from the time informal dispute resolution under the Initial Dispute Resolution provision is initiated, then either party may initiate binding arbitration as the sole means to resolve claims, subject to the terms set forth below. Specifically, all claims arising out of or relating to Bird Services, this Agreement, and the parties’ relationship with each other shall be finally settled by binding arbitration administered by JAMS, or alternatively a mutually agreed upon arbitrator or arbitration service, under the applicable commercial arbitration rules for JAMS or the mutually agreed upon arbitration service, excluding any rules or procedures governing or permitting class actions.

The arbitrator, and not any federal, state or local 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 are void or voidable, or whether a claim is subject to arbitration. 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, Bird will pay the additional cost. If the arbitrator finds the arbitration to be non-frivolous, Bird will pay all of the actual filing and arbitrator fees for the arbitration, provided your claim does not exceed $75,000. 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.

Location

The arbitration will take place in the County in which you provided the majority of Bird Services at issue in the arbitration.

Class or Collective Action Waiver

The parties further agree that any arbitration shall be conducted in their individual capacities only and not as a class action or other collective action, and the parties expressly waive their right to file a class action or seek relief on a class or collective basis. YOU AND BIRD 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 COLLECTIVE PROCEEDING.

Litigation of Intellectual Property and Small Claims Court Claims

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, including patents, copyrights, moral rights, trademarks, and trade secrets, but not privacy or publicity rights. Either party may also seek relief in a small claims court for disputes or claims within the scope of that court’s jurisdiction.

Changes to this Section

Bird will provide prior written notice of any material changes to this section. Changes will become effective only after prior written notice and will apply prospectively only to any claims arising after the notice period.

For any dispute not subject to arbitration you and Bird agree to submit to the personal and exclusive jurisdiction of and venue in the federal and state courts located in Los Angeles, California. You further agree to accept service of process by mail, and hereby waive any and all jurisdictional and venue defenses otherwise available.

General

This Agreement shall be governed, construed and interpreted in accordance with the laws of the state of California, without regard to choice of law principles.

If one or more provisions of this Agreement are held to be unenforceable under applicable law, then (i) such provision shall be excluded from this Agreement, (ii) the remainder of the Agreement shall be interpreted as if such provision were so excluded and (iii) the remainder of the Agreement shall be enforceable in accordance with its terms.

This Agreement is the final, complete and exclusive agreement between you and Bird with respect to the subject matter hereof and supersedes any prior agreements or discussions.

If you have any questions regarding this Agreement, please contact Customer Support at hello@bird.co.

Charger Services Addendum

The following addendum applies only if you are providing Charger Services, and should be read in conjunction with the general terms and conditions set forth above.

Your Provision of Charger Services for Bird

You can provide Bird Charger Services by clicking the “Bird Charger” button on the Bird App and entering or scanning the code on the Bird Scooter into the App. The Bird Scooter will unlock, so that you may take and charge the Bird Scooter. You must capture and unlock the Bird Scooter in the App before moving it.

If you unlock a Bird Scooter through the Bird Charger button, you agree that you are responsible for the safekeeping of the Bird Scooter in your possession until it is returned to Bird. Specifically as to the Charger Services, you agree to perform the following tasks:

  • Charge the Bird Scooter to a 100% charge and return to an authorized Nest or other authorized location by the required return time the following day.
  • Return the Bird Scooter in working condition or immediately notify Bird if the Bird Scooter requires maintenance.
  • Return the Bird Scooter to a Bird employee immediately upon request by Bird.

Bird may recommend and make available to you “Charger Best Practices” through the App.

Payment for Your Charger Services

  • You will receive payment for providing Bird Charger Services pursuant to the terms of this Agreement. You are entitled to a payment for each Bird Scooter that you fully charge to one hundred percent charge (100%) and timely release based on the then-applicable rate for the applicable Bird Scooter as listed in the App. If the Bird Scooter is not timely returned to a Bird Nest or other authorized location, your total payment for Services related to such Bird Scooter may be reduced in Bird’s sole discretion. Additionally, as appropriate, Bird reserves the right to pursue any and all remedies available to it for the recovery of such Bird Scooters, including imposing contractual penalties, charging you for the replacement cost of the Bird Scooters plus an administrative fee (i.e., up to $1,000.00 each), or pursuing other civil or criminal remedies that may involve local law enforcement.
  • Bird reserves the right to delay or decrease the amount of payment to you if it determines, in its sole discretion, that you may be engaging in fraudulent behavior (e.g., hoarding, colluding, gaming Bird’s rules regarding the provision of Bird Services, or otherwise manipulating the Charger Services process to obtain an unfair advantage over Bird).
  • You agree that the data generated by Bird’s systems is conclusive evidence of the location of a Bird Scooter and/or the time of a Bird Scooter’s release.

Power Supplies

  • For safety and other reasons, you must use Power Supplies that are compatible with Bird Scooters**.** Bird reserves the right to make such Power Supplies available for purchase through the Bird App, or may choose to make them available otherwise.

Representations, Warranties, and Agreements

By providing Bird Charger Services, you represent, warrant, and agree that:

  • you provide charger services, similar or identical to Bird Charger Services, to other companies/individuals in similar or identical businesses, some of which may compete with Bird, and Bird is not your only customer/client for charger services;
  • you own, or have the legal right to use the electricity fed to Bird Scooters in your possession;
  • you have had a certified electrician review and approve your location for safely charging Bird Scooters prior to charging a Bird Scooter; and
  • you have access to and will provide reasonable spacing and ventilation of Bird Scooters while charging to prevent overheating of the Bird Scooters and Power Supplies.

Mechanic Services Addendum

The following addendum applies only if you are providing Mechanic Services, and should be read in conjunction with the general terms and conditions set forth above.

Your Provision of Mechanic Services for Bird

You can provide Bird Mechanic Services by clicking the “Bird Mechanic” button on the Bird App. You can locate a Bird Scooter that needs repairs by reviewing the map for Bird Scooters in “damaged” mode. You must scan the code on the Bird Scooter (or manually enter the code) in the App before performing repairs.

If you capture a Bird Scooter in Bird Mechanic mode, you agree to perform the following services:

  • Perform a safety inspection on the Bird Scooter.
  • Perform appropriate repairs. If you cannot perform the repair on the Bird Scooter, transport the Bird Scooter to a designated location for receipt of such Bird Scooters.
  • Charge the Bird Scooter (as applicable).
  • Once repairs are complete, perform a quality check on the Bird Scooter.
  • Mark the Bird Scooter as “fixed” and take appropriate photographs.
  • Release the Bird Scooter at a designated location.

Payment for Your Mechanic Services

  • You will receive payment for providing Bird Mechanic Services pursuant to the terms of this Agreement. You are entitled to a payment for each Bird Scooter that you find, fully repair, charge (as applicable) and timely release and/or transport based on the then-applicable rate for the applicable Bird Scooter.
  • If the Bird Scooter is not timely returned to a Bird Nest or other authorized location as determined by Bird in its sole discretion, your total payment for Services related to such Bird Scooter may be reduced in Bird’s sole discretion.
  • Additionally, as appropriate, Bird reserves the right to pursue any and all remedies available to it for the recovery of such Birds, including imposing contractual penalties, charging you for the replacement cost of the Bird Scooters plus an administrative fee (i.e., up to $1,000.000 each), or pursuing other civil or criminal remedies that may involve local law enforcement.
  • Bird reserves the right to delay or decrease the amount of payment to you if it determines, in its sole discretion, that you may be engaging in fraudulent behavior (e.g., hoarding, colluding, or otherwise manipulating the Mechanic Services process to obtain an unfair advantage over Bird).
  • Bird’s system is the official timekeeping device. The timeliness of a Bird Scooter return will be determined in the sole discretion of Bird.

Power Supplies (if applicable)

  • For safety and other reasons, you must use Power Supplies that are compatible with Bird Scooters. Bird reserves the right to make such Power Supplies available for purchase through the Bird App, or may choose to make them available otherwise.

Representations, Warranties, and Agreements

By providing Bird Mechanic Services, you represent, warrant, and agree that:

  • you provide mechanic services, similar or identical to Bird Mechanic Services, to other companies/individuals in similar or identical businesses, some of which may compete with Bird, and Bird is not your only customer/client for mechanic/repair services;
  • you will provide your own tools, repair facilities, transportation, and insurance;
  • you own, or have the legal right to use the electricity fed to Bird Scooters in your possession (as applicable);
  • you have had a certified electrician review and approve your location for safely charging Bird Scooters prior to charging a Bird Scooter (as applicable);
  • you have access to and will provide reasonable spacing and ventilation of Bird Scooters while charging to prevent overheating of the Bird Scooters and Power Supplies (as applicable).