Location Agreement
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LOCATION AGREEMENT
This Location Agreement (the Agreement), effective as of (the Effective Date), is entered into by and between with a principal place of business at (Licensor), and Tandem Mobility, LLC, with a place of business at 120 West Main Street, Suite 300, Northville, MI 48167 (Tandem Mobility). For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Licensor and Tandem Mobility agree as follows:
1. Program. Tandem Mobility provides a bike sharing service and shared mobility that allows users to access and use bicycles provided by Tandem Mobility (Tandem Mobility Service). Tandem Mobility will provide a bike sharing program at in conjunction with Licensor, to be located at (Program).
2. Location(s). Licensor owns or manages real property located at (Property). At no additional charge, Licensor grants Tandem Mobility a non-exclusive license to the Property in connection with the Program as follows: (a) Access. Tandem Mobility may access the Property at agreed upon dates and times to perform a site survey, take pictures and otherwise review and inspect the Property to determine an agreed upon area within the Property for installation of signage, bicycles and bicycle rack(s) (Licensed Area). (b) Installation. Licensor will provide the required square footage at the Licensed Area to enable Tandem Mobility to install the bicycle rack(s), signage and bicycles, and Tandem Mobility may access the Licensed Area at agreed upon dates and times to set-up, install and document via photographs the same. All installation methods and plans shall be approved in writing by Licensor prior to commencement thereof. Tandem Mobility shall return the Property to Licensor in the condition that it existed prior to the installation of the foregoing equipment and shall bear the entire costs related to the installation, maintenance and repair of the Property. Specifically, in the event that Tandem Mobility installs a permanently secured bicycle rack and/or signage, Tandem Mobility shall remove or shear to grade-level from the Property all fastener product and, if shearing such product, shall fill any penetrations with an industry standard, water-resistant epoxy or cement product. In the even that Tandem Mobility utilizes a removable bicycle rack and/or storage, Tandem Mobility shall remove the entirety of such product from the Property. (c) Maintenance. Tandem Mobility may access Licensor-designated areas of the Licensed Area during normal business hours Monday- Friday, or as may otherwise be required, to perform maintenance on the bicycles, signage and bicycle rack(s), so long as such maintenance efforts do not interrupt or impeded the experiences of Licensor’s residents, guests, customers or invitees. All maintenance of the product utilized by Tandem Mobility in connection with the Program shall be maintained in accordance with the standards required by the terms of the agreement by and between Tandem Mobility and the City of Valparaiso which shall govern the City of Valparaiso Tandem Mobility shared bike program, a copy of which such maintenance standards shall be provided to Licensor prior to the execution hereof. (d) Users. Users of the Program may access the Licensed Area for the purpose of accessing the bicycles. (e) Images of Property. Tandem Mobility may display images of the bicycle rack to the public, which Licensor agrees may include incidental images of Licensor’s name, logos and/or the Property. Licensor shall approve the images which include Licensor’s name, logos and/or the Property for use by Tandem Mobility. (f) Third Party Sponsors. Licensor acknowledges that signage, bicycles and bicycle racks provided by Tandem Mobility that are located on the Licensed Area may be sponsored by third parties, each of which shall be approved by Licensor prior to the sponsorship thereof.
3. Exclusivity. During the term of this Agreement, Licensor agrees that Tandem Mobility shall be the only bicycle sharing and/or bicycle rental service with the right to use the Property.
4. Marketing Materials. Tandem Mobility may, from time to time, provide Licensor with advertising, publicity, or marketing materials (collectively, Marketing Materials) to be used for promotion of the Program. Use of any Marketing Materials by Licensor is not required, but if used, such use is subject to any terms and conditions as Tandem Mobility may specify in writing.
5. Title. As between the parties, Tandem Mobility owns all right, title, and interest in and to the Tandem Mobility Service, the Marketing Materials and its name, trademarks, service marks and logos (collectively, Tandem Mobility Marks). This Agreement does not convey to Licensor any rights or proprietary interest in or to the Tandem Mobility Service, the Marketing Materials or the Tandem Mobility Marks other than as set forth in this Agreement and Tandem Mobility reserves all rights not expressly granted hereunder. As between the parties, Licensor owns all right, title, and interest in and to Licensor names, logos, and the Property. This Agreement does not convey to Tandem Mobility any rights or proprietary interest in or to the Licensor names, logos, or the Property other than as set forth in this Agreement and Licensor reserves all rights not expressly granted hereunder.
6. Term. Unless earlier terminated in accordance with this Agreement, this Agreement is effective for 1 year from the Effective Date (Initial Term) following which it automatically renews for successive 1-year periods thereafter (each, a Renewal Term and together with the Initial Term, Term) unless either party provides written notice of nonrenewal in accordance with the terms of Section 7 hereof.
7. Termination. Unless otherwise prohibited by law, either party may terminate this Agreement for any or no reason, upon not less than thirty (30) days’ prior written notice to the other party.
8. Feedback. Licensor grants Tandem Mobility an unlimited right to use and/or incorporate into Tandem Mobility’s services and products any feedback, suggestions and/or recommendations related to Tandem Mobility’s services and products that Licensor provides to Tandem Mobility.
9. Confidentiality. Confidential Information means all non-public information disclosed by one party to the other party, whether or not identified as confidential at the time of disclosure. Each party agrees not to disclose the other party’s Confidential Information without its prior written consent or use such Confidential Information for any reason except to further this Agreement. Each party will be responsible for any breach of this section by its employees and/or agents.
10. DISCLAIMER. To the maximum extent permitted by law, except as otherwise set forth in this Agreement, neither party makes any representations or warranties to the other, including with respect to its products and services or the subject matter of this agreement, and each party hereby disclaims any express, implied or statutory warranties, including the implied warranties of fitness for a particular purpose, title, merchantability, and noninfringement.
11. LIMITATION OF LIABILITY. To the maximum extent permitted by law (i) in no event will either party be liable to the other party for any indirect, incidental, special, exemplary or consequential damages, including lost profits or loss of goodwill, even if such party has been advised of the possibility of such loss and (ii) each party’s entire liability hereunder from any cause whatsoever will be limited to five hundred dollars. For the avoidance of doubt, the foregoing limitation of liability is not intended to limit either party’s liability for gross negligence or willful misconduct.
12. Insurance. Tandem Mobility will maintain appropriate business and liability insurance protection covering its activities hereunder in amounts and pursuant to policies (and naming the appropriate parties of additional assured related to Licensor) which Licensor shall approve. Upon request, Tandem Mobility will provide Licensor with a certificate of insurance as well as add Licensor as an additional insured thereto.
13. General Provisions. (a) Independent Contractor. Notwithstanding any provision hereof, Tandem Mobility and Licensor are independent contractors under this Agreement and nothing herein shall be construed to create a partnership, joint venture or agency relationship. Each party is solely responsible for all applicable taxes, withholdings, and other statutory or contractual obligations, including, but not limited to, Workers' Compensation Insurance. (b) Governing Law; Venue. This Agreement shall be governed by and construed in accordance with the laws of Michigan without regard to its conflicts of law provisions. Exclusive jurisdiction and venue for any action arising under this Agreement is in the federal and state courts located in Grand Rapids, Michigan, and both parties hereby consent to such jurisdiction and venue for this purpose. (c) Notice. Any notice required or permitted to be given hereunder will be effective upon receipt and shall be given in writing, in English and delivered in person, via established express courier service (with confirmation of receipt), or registered or certified mail, postage prepaid, return receipt requested, to the parties at their respective addresses given herein, with a cc to Tandem Mobility’s general counsel, or at such other address designated by written notice. (d) Assignment. Neither party may assign performance of this Agreement or any of its rights or delegate any of its duties under this Agreement without the prior written consent of the other, except that Tandem Mobility may assign this Agreement without Licensor’s prior written consent in the case of a merger, acquisition or other change of control, and in such event this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. (e) Purchase Orders/Instruments. Any instruments, including purchase orders, work orders, acknowledgments and vendor registration forms not signed by both parties (Instruments) shall not add to, supersede or modify, the terms of this Agreement and in the event any term of an Instrument purports to add to, supersede or modify any term of this Agreement, such term of the Instrument shall be void and without effect. (f) Counterparts. This Agreement may be executed in one or more counterparts, each of which is an original, but taken together constituting one and the same instrument. (g) No Third Party Beneficiary. This Agreement is for the sole benefit of the parties hereto and their permitted successors and assigns and is not for the benefit of any third party. (h) Force Majeure. Neither party shall be liable for failure or delay in the performance of any of its obligations under this Agreement, if such failure or delay is caused by catastrophic circumstances beyond its control, including without limitation, earthquake, severe weather and other acts of God, riot, war, or terrorism. (i) Waivers. No change, consent or waiver to this Agreement will be effective unless in writing and signed by the party against which enforcement is sought. The failure of a party to enforce its rights under this Agreement at any time for any period will not be construed as a waiver of such rights. Unless expressly provided otherwise, each right and remedy in this Agreement is in addition to any other right or remedy, at law or in equity, and the exercise of one right or remedy will not be deemed a waiver of any other right or remedy. (j) Survival. All terms of this Agreement which by their nature extend beyond the termination of this Agreement, remain in effect until fulfilled and apply to respective successors and assigns (k) Severability. If any provision of this Agreement is determined to be illegal or unenforceable, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable. (l) Entire Agreement. This Agreement constitutes the entire agreement, and supersedes all prior negotiations, understandings or agreements (oral or written), between the parties concerning the subject matter of this Agreement. Headings are for convenience of reference only and shall in no way affect interpretation of the Agreement.