THIS LEASE AGREEMENT (this “Agreement”) is effective as of the date specified on the signature page hereof, between Dropbike, Corp., a Delaware corporation, and its successors and assigns (“Lessor”) and the lessee specified on the signature page hereof (“Lessee”). In consideration of the mutual promises contained herein and such other adequate consideration, the parties hereto agree to the following terms and conditions. (All capitalized terms used and not defined in this Agreement have the meanings specified in Exhibit A attached to this Agreement (the “Order Details”); Exhibit A is incorporated into and made a part of this Agreement).
1. LEASE
Lessor hereby agrees to lease to Lessee, and Lessee hereby agrees to lease from Lessor, upon the terms and conditions specified in this Agreement the electric bicycle specified in the Order Details (together with all parts,including the LOCK, BASKET, and all replacements, repairs, additions, accessions and accessories incorporated therein and/or affixed thereto, and all related operating manuals, maintenance records and similar information, collectively, the “RIIDE BIKE”). The initial Installment Payment specified in the Order Details shall be due immediately on the RIIDE Effective Date and shall be charged by Lessor or Lessor’s Payment Processor to Lessee’s credit card(s) specified in the Order Details or otherwise provided by Lessee to Lessor (each such credit card, a “Valid Credit Card” and all such credit cards collectively, the “Valid Credit Cards”). Thereafter, twenty-three (23) subsequent equal Installment Payments shall be due and payable on the first (1st) day of each month commencing with the first (1st) day of the month following the month in which the RIIDE Effective Date falls. The Installment Payments shall be charged to any one of the Valid Credit Cards as Lessor elects in its sole discretion on or about the first (1st) day of each month as specified in the Order Details. Lessee shall provide Lessor at least one (1) Valid Credit Card which shall remain valid throughout the term of this Agreement, and Lessee hereby expressly authorizes Lessor or Lessor’s Payment Processor to charge all of the installments and fees due under this Agreement (including, without limitation, the Accelerated Amount (as defined below)) against any one or more of the Valid Credit Cards. In the event that charges by Lessor or Lessor’s Payment Processor against a Valid Credit Card is declined by the issuer thereof, Lessor shall, if applicable, cause such charges to be made against the other Valid Credit Cards on file with Lessor (or Lessor’s Payment Processor) at such time. If such charges are made against, and declined by the issuer of, each Valid Credit Card on file with Lessor (or Lessor’s Payment Processor) at such time, Lessor shall so notify Lessee and Lessee shall arrange for alternative payment in the form of a cashier’s check or any other form of payment acceptable to Lessor in Lessor’s sole discretion within three (3) business days after the date of such notice. If Lessee fails to timely provide and maintain with Lessor (or Lessor’s Payment Processor) during the term of this Agreement at least one (1) valid credit card in accordance with the requirements of this Section 1, Lessor shall have the right to terminate this Agreement by written notice to Lessee, in which event, Lessee shall immediately return the RIIDE BIKE to Lessor in substantially the same condition it was in when Lessee took possession of the RIIDE BIKE and in no event shall Lessor be obligated to refund to Lessee the Down Payment, the Initial Installment Payment or any other Installment Payments that may have been paid by Lessee to Lessor prior to the date of such return of the RIIDE BIKE to Lessor. Notwithstanding anything in this Agreement to the contrary, (i) Lessee shall remove any customization done on the RIIDE BIKE and restore the RIIDE BIKE to its original condition (the “Restoration”) (i.e., removing any special components or accessories not installed by Lessor) prior to Lessee’s return of such RIIDE BIKE to Lessor, and (ii) at any time Lessee returns the RIIDE BIKE in accordance with this Agreement without the Restoration complete to the satisfaction of Lessor in Lessor’s sole discretion, in addition to any other amounts due under this Agreement, Lessee shall pay Lessor the Restoration Fee. “Restoration Fee” shall mean the costs to be incurred by Lessor to complete the applicable Restoration as reasonably estimated in Lessor’s sole judgment. “RIIDE Effective Date” shall mean the date that Lessor elects, in its sole and absolute discretion, to (or cause Lessor’s Payment Processor to) charge one of Lessee’s Valid Credit Cards provided in accordance with this Section 1 for the initial Installment Payment and the Down Payment. “Lessor’s Payment Processor” shall mean any company, whether affiliated with Lessor or a third party, appointed by Lessor, in Lessor’s sole discretion, to handle various credit and debit card transactions for Lessor’s business. For the avoidance of doubt, if any charge against Lessee’s credit card is declined, such declined credit card shall not be deemed a Valid Credit Card under this Agreement. In addition to, and not in lieu of, the foregoing, Lessee may agree with Lessor, by delivering to Lessor the EFT Authorization in the form attached hereto as Exhibit E (or in any other form reasonably acceptable to Lessor), to have the payments due under this Agreement (including, without limitation, the Accelerated Amount) made by Electronic Funds Transfer debit entries to Lessee’s account at an Automated Clearing House (“ACH”) member bank. Each such payment may be initiated by Lessor (or Lessor’s Payment Processor) through the ACH Network for settlement on the respective due dates. Lessee shall deposit and/or maintain sufficient funds in its account to cover each such debit entry. The failure, for whatever reason, of the Electronic Funds Transfer debit entry transaction to be timely completed shall not relieve Lessee from its obligations to promptly and timely make all payments due under this Agreement and to comply with Lessee’s other obligations hereunder.
2. ADDITIONAL INFORMATION; CREDIT CHECK
Lessor may at any time, in its discretion, require additional information from Lessee, for the purpose of determining Lessee’s credit worthiness and Lessee agrees to provide such information in a timely fashion following Lessor’s request therefor. In addition, at any time Lessee’s address as provided in Exhibit A changes, Lessee shall provide Lessor with written notice of Lessee’s updated address promptly following such change of address. In the event Lessee refuses to provide such information, Lessor may elect to terminate this Agreement by written notice to Lessee and, if applicable, Lessee shall immediately return the RIIDE BIKE to Lessor in substantially the same condition it was in when Lessee took possession of the RIIDE BIKE and in no event shall Lessor be obligated to refund to Lessee the Down Payment, the Initial Installment Payment or any other Installment Payments that may have been paid by Lessee to Lessor prior to the date of such return of the RIIDE BIKE to Lessor. At any time prior to the RIIDE Effective Date or following a default by Lessee under this Agreement, Lessor shall have the sole option of terminating this Agreement based on Lessor’s assessment of Lessee’s credit worthiness.
3. WARRANTIES
No representation or statements have been made by Lessor concerning the RIIDE BIKE except as stated in this Agreement or the owner’s manual included with the RIIDE BIKE, and no warranty, express or implied, by Lessor, arises apart from this writing.
4. INTENT, TITLE AND LIENS
Lessee shall (1) maintain the RIIDE BIKE free from all claims, liens, encumbrances, attachments, rights of others and legal processes (collectively, “Liens”) of creditors of Lessee or other persons claiming by, through or under Lessee; (2) defend, at its own expense, Lessor’s title to the RIIDE BIKE from such Liens; and (3) notify Lessor immediately upon Lessee obtaining knowledge of any such Liens. The parties intend and agree that, until Lessee takes title to the RIIDE BIKE strictly in accordance with this Agreement after the full payment of the Full Installment Payments for the RIIDE BIKE, Lessor, as the holder of the title to the RIIDE BIKE, is leasing to Lessee and Lessee is leasing from Lessor the RIIDE BIKE. However, Lessee, in order to secure Lessee’s prompt payment and performance of Lessee’s obligations (both now existing and hereafter arising) under this Agreement, hereby grants to Lessor a first priority security interest in all of Lessee’s right, title and interest in the following (whether now existing or hereafter created) (collectively, the “Lessee Collateral”): the RIIDE BIKE, including the RIIDE LOCK, and all replacements, substitutions, accessions, and proceeds (cash and non-cash; but with no power of sale), including the proceeds of all insurance policies, thereof. In addition to all of its other rights and remedies under this Agreement, Lessor shall have all of the rights and remedies of a perfected secured party under the Uniform Commercial Code of the District of Columbia (“UCC”). For the avoidance of doubt, unless and until the Full Installment Payments specified in the Order Details, and all other amounts due under this Agreement, have been paid in full (whether through the Early Purchase Option (as defined below) or at the end of an Installment Term (as defined below)), Lessor shall retain exclusive title in, and exclusive ownership of the RIIDE BIKE, together with a security interest in the Lessee Collateral. If Lessee sells or otherwise disposes of the RIIDE BIKE or the RIIDE Lock in violation of the terms of this Agreement, the Lessee Collateral shall include the proceeds of such sale or disposition, and Lessee shall remain fully liable to Lessor for any failure of such sale or disposition proceeds to make Lessor whole or for any deficiency suffered by Lessor as a result of Lessee’s wrongful disposition of the RIIDE BIKE or the RIIDE Lock. “Installment Term” shall mean, with respect to a specific model of the RIIDE BIKE, the 24- month period commencing on the date on which the first Installment Payment is due and payable with respect to such model and ending on the last day of the month in which the 24th Installment Payment is due and payable with respect to such model. “Full Installment Payments” shall mean, with respect to a specific model of the RIIDE BIKE, collectively, twenty-four (24) Installment Payments.
5. FEES
The below fees are subject to change if state law changes. (a) Lease to Own Fee: Lessee agrees to pay the Down Payment with and in addition to the first (1st) Installment Payment due hereunder on the RIIDE Effective Date. Additionally, Lessee shall pay on demand all costs of filing this Agreement or any financing or termination statement with respect to the Lessee Collateral or the RIIDE BIKE and any other collateral. Lessee irrevocably authorizes Lessor to file UCC financing statements (“UCC Financing Statements”) and other filings with respect to the Lessee Collateral or the RIIDE BIKE and any other collateral. Without Lessor’s prior written consent, Lessee agrees not to file any corrective or termination statements or partial releases with respect to any UCC Financing Statements filed by Lessor pursuant to this Agreement. (b) Late Fees: There shall be a late fee of $15.00 on any payment due from Lessee that is not received by Lessor within 10 days after its due date (whether as a result of a charge being declined by a Valid Credit Card or otherwise). (c) Other Fees: A returned check fee of $25.00 shall apply, if applicable. In addition, Lessee shall pay on demand any and all applicable shipping charges due with respect to the RIIDE BIKE or any components thereof.
6. CONDITION OF EQUIPMENT
The RIIDE BIKE is new at the time of delivery to Lessee. Upon receipt of the RIIDE BIKE, Lessee shall inspect the same. Lessee shall be deemed to have inspected the RIIDE BIKE and acknowledged that the RIIDE BIKE is in good and acceptable condition, unless Lessor shall have received written notice of any defect or damage immediately following Lessee’s receipt of the RIIDE BIKE.
7. MAINTENANCE
Lessee shall be responsible for maintaining the RIIDE BIKE in good working condition and repair and Lessee shall not detach or otherwise remove any parts from, or make any material alterations to, the RIIDE BIKE, until Lessee has taken title to the RIIDE BIKE in accordance with this Agreement and this Agreement has terminated. Lessee shall pay promptly all taxes and assessments due and payable for the RIIDE BIKE or with respect to Lessee’s use of the RIIDE BIKE and Lessee shall not use the RIIDE BIKE illegally.
8. RIIDE MAINTENANCE SERVICE
So long as Lessee is not in default under this Agreement and this Agreement has not expired or sooner terminated, Lessee shall have the right to bring the RIIDE BIKE to the RIIDE maintenance locations as may be posted on Lessor’s website (such locations, individually and collectively, the “RIIDE Maintenance Location”) for basic routine maintenance services associated with normal wear and tear to the RIIDE BIKE (which specifically excludes wear and tear of RIIDE BIKE components such as rotors, brake pads, etc.), that may include, wheel truing, brake adjustment, chain tensioning, lubrication, wipe down, free assessments, adjusting and tightening of headset and other bolts, at a cost of $99 to the Lessee (such service, the “Unlimited RIIDE Maintenance Service”); provided, however, (i) Lessor reserves the right, in its sole discretion, to modify the scope of coverage for the Unlimited RIIDE Maintenance Service from time to time (including, but not limited to, to exclude certain maintenance and repair items from such coverage), with any changes to such scope of coverage to be posted by Lessor on its website (in which event, such excluded maintenance and repair items may be made available by Lessor for purchase from Lessor at Lessor’s then existing rates therefor); and (ii) the Unlimited RIIDE Maintenance Service shall not include any repair or replacement of any damage or casualty suffered by the RIIDE BIKE, including, but not limited to, damage arising from or in connection with Lessee’s misuse, abuse, theft of components and/or negligence, acts or omissions of third parties (including Lessee’s invitees or permittees), casualty or the elements. For the avoidance of doubt, the foregoing complementary Unlimited RIIDE Maintenance Service shall be available only at the RIIDE Maintenance Location and shall terminate upon the expiration or sooner termination of this Agreement. Upon the expiration or sooner termination of this Agreement, the Unlimited RIIDE Maintenance Service shall be available for purchase from Lessor at Lessor’s then existing rates therefor. In addition, repairs and replacements of RIIDE BIKE components (e.g., rotors, bike pads, etc.) due to wear and tear may be available at the RIIDE Maintenance Location for purchase from Lessor at Lessor’s then existing rates therefor. Lessor retains the right, in its sole discretion, to remove any existing RIIDE Maintenance Location available for the Unlimited RIIDE Maintenance Service or to add additional maintenance locations that will be available for the Unlimited RIIDE Maintenance Service. Any such additional maintenance locations or removals will be posted on Lessor’s website.
9. DAMAGE; LOSS
Subject to the RIIDE Protection Program (set forth in Section 10 below) and the RIIDE Theft Insurance Plan (set forth in Section 11), as applicable, Lessee shall be fully and exclusively responsible for any theft, loss, damage (other than normal wear and tear) or destruction to the RIIDE BIKE from any cause, including, without limitation, the items set forth in Exhibit C attached hereto and made a part hereof (such events set forth in Exhibit C, the “Exclusions”), and in the event of any such theft, loss or damage, Lessee shall remain fully responsible for the payment of all Installment Payments due hereunder.
10. RIIDE PROTECTION PROGRAM
So long as (i) the RIIDE Theft Insurance Plan is not effective or maintained by Lessor pursuant to Section 11 below, and (ii) this Agreement has not terminated, Lessee shall be enrolled, subject to Lessee’s compliance with the RIIDE Protection Program Requirements (as defined below) to the satisfaction of Lessor, in Lessor’s protection program (the “RIIDE Protection Program”). If Lessee complies with the RIIDE Protection Program Requirements to the satisfaction of Lessor and none of the Exclusions apply, Lessee shall be eligible, upon limited instances of theft of, or major damage beyond repair to, the RIIDE BIKE (as specifically set forth in the RIIDE Protection Program Requirements), to receive from Lessor, once and only once, a replacement RIIDE BIKE that is equivalent, or greater than, in value, to the initial stolen or destroyed RIIDE BIKE; provided, that, any such replacement shall be made only as reasonably feasible based on the inventory then in possession of Lessor. If Lessee is eligible under the RIIDE Protection Program to receive a replacement RIIDE BIKE but such replacement is out-of-stock in Lessor’s inventory, at Lessee’s written request to Lessor, Lessee’s fees due under this Agreement shall be suspended by Lessor (the “Suspension”) until such replacement becomes available and delivered to Lessee, in which case, this Agreement shall be extended by the number of days in the Suspension. If the replacement RIIDE BIKE is a newer model, in addition to Lessee’s payment obligations under the RIIDE Protection Program, Lessor may charge Lessee an amount equal to the then current difference in the price of the RIIDE BIKE that was initially the subject of this Agreement and such new model, which sum shall be paid by Lessee to Lessor on or before the date that Lessee receives the replacement RIIDE BIKE. Lessor may by notice to Lessee given at any time, in Lessor’s sole and absolute discretion, change the terms, conditions and requirements of the RIIDE Protection Program (such terms, conditions and requirements, as modified, collectively, the “RIIDE Protection Program Requirements”) which include as of the RIIDE Effective Date, but is not limited to, the items set forth in Exhibit B attached hereto and made a part hereof. Notwithstanding anything in this Agreement to the contrary, if Lessor determines, in its sole and absolute discretion, that Lessor shall be unable to maintain the RIIDE Protection Program, Lessor shall have the right to immediately terminate the RIIDE Protection Program and/or this Agreement by so notifying Lessee, and if Lessor elects to terminate this Agreement, upon delivery of such termination notice to Lessee (the date of delivery of such or any termination notice terminating the Agreement, the “Termination Date”), (a) Lessee shall immediately return the RIIDE BIKE to Lessor, to the extent in Lessee’s possession, in substantially the same condition it was in when Lessee took possession of the RIIDE BIKE and, so long as Lessee is not in default under this Agreement and has returned the RIIDE BIKE to Lessor in accordance with this Agreement, Lessor shall return to Lessee the Down Payment for the RIIDE BIKE that has been paid by Lessee; provided that, in no event shall Lessor be obligated to refund to Lessee the Initial Installment Payment or any other Installment Payments that may have been paid by Lessee to Lessor prior to the date of such return of the RIIDE BIKE to Lessor; provided, further, that if the RIIDE BIKE is not so returned to Lessor, Lessee shall remain liable (which liability shall survive the termination of this Agreement) under this Agreement for any outstanding amount of the Full Installment Payments; and (b) this Agreement shall terminate effective as of such Termination Date. For the avoidance of doubt, the RIIDE Theft Protection Program shall terminate upon (I) the effectiveness of the RIIDE Theft Insurance Plan, (ii) the termination of this Agreement, or (iii) Lessee taking title to the RIIDE BIKE. In lieu of enrolling in the RIIDE Protection Program, Lessee shall have the option of purchasing and maintaining (at Lessee’s expense), at all times during the effectiveness of the RIIDE Protection Program and unless and until any RIIDE Theft Insurance Plan is put into effect by Lessor pursuant to Section 11, theft insurance for the RIIDE BIKE from an insurance company acceptable to Lessor that regularly offers insurance on electric bicycles to consumers, with the amount and coverage, and containing terms that are reasonably acceptable to Lessor. If Lessee elects to procure such insurance, Lessee shall provide Lessor with evidence, satisfactory to Lessor in its reasonable discretion, that Lessee has procured such insurance. Notwithstanding that Lessee is maintaining such insurance, Lessee shall remain fully liable for loss of or damage to the RIIDE BIKE.
11. RIIDE THEFT INSURANCE
Lessor, at its sole cost and expense, may obtain a theft insurance policy for the RIIDE BIKE for Lessee’s benefit in such amounts and in such form and content and with such expiration dates and with such coverage as Lessor may elect in its sole and absolute discretion (the “RIIDE Theft Insurance Plan”). Lessee hereby agrees to reasonably cooperate with Lessor to enable Lessor to procure and maintain such RIIDE Theft Insurance Plan. Lessee shall at all times comply with the RIIDE Theft Insurance Plan requirements to be established by Lessor (such requirements, as may be revised, the “RIIDE Theft Insurance Plan Requirements”), which requirements may be, in Lessor’s sole and absolute discretion, (i) similar to the RIIDE Protection Program Requirements, and (ii) revised at any time in Lessor’s sole discretion by notifying Lessee of any changes to the RIIDE Theft Insurance Plan Requirements. If Lessee shall at any time fail to comply with the RIIDE Theft Insurance Plan Requirements or if any of the Exclusions shall apply, Lessee shall not be eligible to participate in the RIIDE Theft Insurance Plan. Any replacement of the RIIDE BIKE under the RIIDE Theft Insurance Plan shall be made only as reasonably feasible based on the inventory then in the possession of Lessor. If Lessee is eligible under the RIIDE Theft Insurance Plan to receive a replacement RIIDE BIKE but such replacement is out-of-stock in Lessor’s inventory, upon Lessee’s written request to Lessor, Lessee’s fees due under this Agreement shall be suspended by Lessor until such replacement becomes available and delivered to Lessee, in which case, this Agreement shall be extended by the number of days in the Suspension. If the replacement RIIDE BIKE is a newer model, in addition to Lessee’s payment obligations under the RIIDE Theft Insurance Plan, Lessor may charge Lessee an amount equal to the then current difference in the price of the RIIDE BIKE that was initially the subject of this Agreement and such new model, which sum shall be paid by Lessee to Lessor on or before the date that Lessee receives the replacement RIIDE BIKE. Notwithstanding anything in this Agreement to the contrary, if Lessor determines, in its sole and absolute discretion, that Lessor shall be unable to obtain and/or reasonably maintain such RIIDE Theft Insurance Plan, Lessor shall have the right at any time to terminate this Agreement by so notifying Lessee and, upon delivery of such termination notice to Lessee, (a) Lessee shall immediately return the RIIDE BIKE to Lessor, to the extent in Lessee’s possession, in substantially the same condition it was in when Lessee took possession of the RIIDE BIKE and, so long as Lessee is not in default under this Agreement and has returned the RIIDE BIKE to Lessor in accordance with this Agreement, Lessor shall return to Lessee the Down Payment for the RIIDE BIKE that has been paid by Lessee; provided that, in no event shall Lessor be obligated to refund to Lessee the Initial Installment Payment or any other Installment Payments that may have been paid by Lessee to Lessor prior to the date of such return of the RIIDE BIKE to Lessor; provided, further, that if the RIIDE BIKE is not so returned to Lessor, Lessee shall remain liable (which liability shall survive the termination of this Agreement) under this Agreement for any outstanding amount of the Full Installment Payments; and (b) this Agreement shall terminate effective as of such Termination Date. For the avoidance of doubt, unless sooner terminated, the RIIDE Theft Insurance Plan, if applicable, shall terminate upon the termination of this Agreement or upon Lessee taking title to the RIIDE BIKE.
12. CANCELLATION
Lessee may cancel this Agreement at any time after the 6th Installment Payment, without penalty, by returning the RIIDE BIKE, together with the RIIDE LOCK and the Restoration Fee, if applicable, to Lessor in good working condition and otherwise in the condition required by this Agreement, normal wear and tear excepted. If Lessee elects to cancel this Agreement at any time prior to the 6th Installment Payment, Lessee shall return the RIIDE BIKE, including the RIIDE LOCK to Lessor, together with the Cancellation Penalty and the Restoration Fee, if applicable. “Cancellation Penalty” is an amount equal to the sum of six (6) Installments Payments minus the sum of the Installment Payments paid by Lessee as of the date Lessee elects to cancel this Agreement by returning the RIIDE BIKE in accordance with this Section.
13. EARLY PURCHASE OPTION
Provided Lessee is not in default under this Agreement, at any time after the initial Installment Payment and before the end of the Installment Term, Lessee may exercise (or may be deemed to have exercised in accordance with Section 15(e) below) an option to purchase the RIIDE BIKE (the “Early Purchase Option”) by so notifying Lessor (or in the case of deemed exercise, upon default hereunder at Lessor’s sole discretion) and paying Lessor the Early Purchase Price (and any applicable sales taxes). The “Early Purchase Price” shall mean an amount equal to the sum of twenty-four (24) Installment Payments minus the sum of the Installment Payments paid by Lessee as of the date of the exercise of the Early Purchase Option. If Lessee pays Lessor the Early Purchase Price prior to the end of the Installment Term, unless Lessee expressly notifies Lessor in writing of Lessee’s election to take title to the applicable RIIDE BIKE and terminate this Agreement, Lessee shall remain subject to this Agreement and take title to the applicable RIIDE BIKE at the end of the then Installment Term in accordance with this Agreement.
14. TITLE AT END OF INSTALLMENT TERM; LATEST RIIDE MODEL
So long as no default by Lessee exists under this Agreement, at the end of the Installment Term and/or upon the full payment of the Full Installment Payments for the RIIDE BIKE, Lessee shall notify Lessor of its election to exercise one of the following two options: (a) Lessee may elect to take title to the RIIDE BIKE and if Lessee so elects, Lessor shall (i) transfer and convey ownership of the RIIDE BIKE to Lessee together with the RIIDE LOCK and deliver to Lessee the Bill of Sale, in the form of Exhibit D attached hereto and made a part hereof (or any other form reasonably satisfactory to Lessor), for such transfer of title, and (ii) this Agreement shall terminate. (b) If a model of the RIIDE electric bicycle that is newer than the RIIDE BIKE in Lessee’s possession (the “Latest RIIDE Model”) is then available, Lessee may exchange the RIIDE BIKE for the Latest RIIDE Model. In such event, beginning on the date of such exchange, (i) this Agreement shall terminate, (ii) Lessee and Lessor shall enter into a new Lease to Own Agreement in form acceptable to Lessor in its sole discretion (the “New Lease Agreement”), and (iii) Lessee shall be obligated to commence paying the monthly Installment Payment in an amount equal to Lessor’s then-current monthly installment charge for the Latest RIIDE Model and shall continuing paying, in accordance with the terms of the New Lease Agreement, the monthly Installment Payment for an additional 24-month Installment Term (the “Exchange Term”). The New Lease Agreement may provide that during the Exchange Term, Lessee shall have the continuing right to utilize the Unlimited RIIDE Maintenance Service (as then in effect) with respect to the Latest RIIDE Model. The New Lease Agreement may also provide that provided no default by Lessee exists under the New Lease Agreement, upon full payment of the Full Installment Payments with respect to the Latest RIIDE Model in accordance with the New Lease Agreement, Lessee shall then have the same options as set forth in this Section of either taking title to the RIIDE BIKE then in Lessee’s possession or exchanging again with the then latest model by signing a new Lease to Own Agreement. (c) If Lessee fails to notify Lessor of its election to exercise its rights under Section 14(a) or 14(b) within fifteen (15) days following the end of the Installment Term, Lessee shall be deemed to have elected the option set forth in Section 14(a).
15. DEFAULT
If Lessee fails to make an Installment Payment or any other payment due under this Agreement within ten (10) days of its due date, or fails to observe any other term in this Agreement, Lessee shall be in default under this Agreement. If Lessee defaults, and after Lessor gives Lessee any notice required by applicable law, Lessor shall be entitled to exercise all legal rights and remedies, including repossession and bring a claim against Lessee to recover all of Lessor’s damages and all of Lessor’s reasonable costs of collection. These amounts are in addition to any balance due for the RIIDE BIKE pursuant to the terms of this Agreement. Upon such default, any rental credit earned will be void, and Lessee will be liable for amounts due Lessor and shall immediately return the RIIDE BIKE, including the RIIDE LOCK, to Lessor. If Lessee is in default, Lessor reserves the right to report Lessee’s credit and payment history to any of the credit reporting agencies at Lessor’s option. Furthermore, and not in limitation of the foregoing, in the event of a default, subject to the requirements of applicable law, Lessor shall have the right to: (a) obtain judgment for the amount of the installments and late fees delinquent under this Agreement plus interest at ten percent (10%) on such delinquent payments from due date, plus attorney’s fees without prejudicing Lessor’s right to subsequently obtain judgment for additional, or the balance of, the installments or to exercise other rights contained in this Agreement or at its option, declare all unpaid installments, late fees and other moneys due or to become due under this Agreement immediately due and payable (such amount, collectively, the “Accelerated Amount”) and to obtain judgment for the total amount of unpaid installments due plus interest of ten percent (10%) on delinquent payments and late fees from due date and reasonable attorney’s fees; (b) enter any premises and without breach of the peace take possession of the RIIDE BIKE; (c) exercise the rights on default of a secured party under the Uniform Commercial Code; (d) if Lessee fails to immediately return the RIIDE BIKE to Lessor, report the RIIDE BIKE to police or other government authorities as having been stolen; (e) notwithstanding anything herein to the contrary, declare (i) the Early Purchase Option exercised by Lessee, and (ii) the Early Purchase Price (and any applicable sales taxes) immediately due and payable, and Lessee shall be deemed to have so exercised the Early Purchase Option on the date of default selected by Lessor; and (f) remotely disable and lock the RIIDE BIKE.
16. MISCELLANEOUS
(a) Loss or damage to the RIIDE BIKE shall not release Lessee from its obligations hereunder. (b) If any part of this Agreement is adjudged invalid, the remainder shall not be rendered invalid and the offending portion shall be excised here from. (c) The parties’ rights under this Agreement are cumulative, and shall not be construed as exclusive of each other unless otherwise required by law. (d) The failure of either party to enforce any provisions of this Agreement shall not be deemed a waiver or limitation of that party’s right to subsequently enforce and compel strict compliance with every provision of this Agreement. The acceptance of payments by Lessor does not waive Lessor’s right to enforce any provisions of this Agreement. (e) Lessor may assign this Agreement but Lessee shall not. Lessor’s assignee shall have all of the rights, powers and remedies of Lessor but shall be subject to none of Lessor’s obligations, and any right, remedy or authority conferred upon Lessor under this Agreement shall upon assignment be deemed to be conferred upon Lessor’s assignee, even though the term “Lessor” only is used in this Agreement, and any notice to which Lessor is entitled shall be given to Lessor’s assignee if Lessee has notice of an assignment. (f) THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE DISTRICT OF COLUMBIA. LESSEE (a) SUBMITS TO THE JURISDICTION OF ANY STATE OR FEDERAL COURT LOCATED IN THE DISTRICT OF COLUMBIA, over any action or proceeding to enforce or defend any matter arising from or related to this Agreement; (b) waives, to the fullest extent Lessee may effectively do so, the defense of an inconvenient forum to the maintenance of any such action or proceeding; (c) agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in any other jurisdiction by suit on the judgment or in any other manner provided by law; and (d) EXPRESSLY WAIVES ITS RIGHT TO JURY TRIAL. (g) All notices hereunder shall be in writing and deemed to be given and effective (a) when personally delivered, (b) one (1) business day after pickup by an overnight courier service, (c) upon email transmission or facsimile transmission (with confirmation of receipt), with respect to clauses (a), (b), or (c), addressed to the other party at its respective address stated herein or at such other address as such party may from time to time designate by giving notice in writing pursuant to this paragraph to the other party, or (d) when posted by Lessor on Lessor’s website. (h) This Agreement contains the full, final and exclusive statement of the agreement between the parties hereto and no agreement or warranty shall be binding on Lessor unless expressly contained in this Agreement. This Agreement shall not be rescinded, amended or modified in any manner except by a document in writing executed by both parties hereto. (i) NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, LESSEE SHALL AT ALL TIMES COMPLY WITH LESSOR’S CUSTOMER CODE OF CONDUCT (AS AMENDED AND UPDATED FROM TIME TO TIME, THE “RIIDE CUSTOMER CODE OF CONDUCT”) WHICH INCLUDES, BUT IS NOT LIMITED TO, THE ITEMS LISTED ON EXHIBIT F ATTACHED HERETO AND MADE A PART HEREOF. LESSOR MAY REVISE AT ANY TIME IN LESSOR’S SOLE DISCRETION THE RIIDE CUSTOMER CODE OF CONDUCT AND SHALL POST THE CURRENT RIIDE CUSTOMER CODE OF CONDUCT ON ITS WEBSITE. THE RIIDE CUSTOMER CODE OF CONDUCT SHALL ALSO BE POSTED ON ANY RIIIDE RETAIL STORES AND ANY RIIDE UNLIMITED MAINTENANCE LOCATIONS. IF LESSEE BREACHES ANY OF THE RIIIDE CUSTOMER CODE OF CONDUCT, LESSEE SHALL BE ASKED TO RECTIFY THE VIOLATION. IF SUCH BREACH IS NOT IMMEDIATELY REMEDIED TO LESSOR’S SATISFACTION, LESSEE IS HEREBY NOTIFIED THAT LESSOR MAY, IN ITS DISCRETION, TAKE APPROPRIATE ACTION AS DETERMINED BY LESSOR, INCLUDING WITHOUT LIMITATION ANY OR ALL OF THE FOLLOWING: (A) LESSOR MAY TERMINATE THIS AGREEMENT BY NOTICE TO LESSEE AND LESSEE SHALL IMMEDIATELY RETURN THE RIIDE BIKE TO LESSOR IN SUBSTANTIALLY THE SAME CONDITION IT WAS IN WHEN LESSEE TOOK POSSESSION OF THE RIIDE BIKE AND, SO LONG AS LESSEE IS NOT OTHERWISE IN DEFAULT UNDER THIS AGREEMENT, LESSOR SHALL RETURN TO LESSEE THE DOWN PAYMENT PAID BY LESSEE; PROVIDED THAT, IN NO EVENT SHALL LESSOR BE OBLIGATED TO REFUND TO LESSEE ANY OF THE INSTALLMENT PAYMENTS PAID BY LESSEE TO LESSOR; (B) LESSOR MAY INITIATE A CLAIM WITH THE POLICE DEPARTMENT HAVING JURISDICTION OVER LESSEE TO PURSUE LESSOR’S RIGHTS AND REMEDIES, INCLUDING PRESSING CHARGES FOR CRIMINAL TRESPASS; AND/OR (C) LESSOR MAY PURSUE ALL RIGHTS AND REMEDIES AVAILABLE TO LESSOR AT LAW OR IN EQUITY. DO NOT SIGN BEFORE YOU READ THE ENTIRE AGREEMENT INCLUDING ANY WRITING ON THE REVERSE SIDE OR IF IT CONTAINS ANY BLANK SPACES, ALL EXHIBITS ATTACHED INCLUDING EXHIBIT G (TRUTH IN LENDING DISCLOSURE).