Beam Charger Services Agreement

This charger service agreement is current as of 23 October 2018


  1. Charger Services Agreement

The terms of the following Services Agreement (“Agreement”) constitute an agreement between you and LionCity EScooters Pte Ltd (“Beam”) governing the services you provide to Beam in various capacities including as a Charger, Mechanic or other role as may be offered by Beam from time to time (collectively, “Beam 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 Beam, and (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.

Beam

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

Your Relationship with Beam

In performing the Beam Services, you acknowledge and agree that you and Beam are in a direct business relationship, and the relationship between the parties under this Agreement is solely that of independent contracting parties. You and Beam 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 Beam. You have no authority to bind Beam, and you will not undertake to represent yourself as an employee, agent or authorized agent of Beam.

Beam 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 Beam Services.

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

Payment for Your Services

You will pay all applicable taxes based on your provision of Beam Services and any payments received by you. You understand Beam 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 Beam 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.

Your Responsibility for Prohibited Activities

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

  • any damage to Beam scooters (“Beam 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;
  • performing Beam Services in an unsafe, unprofessional, or unworkmanlike matter;
  • any damage, depreciation, and/or wear and tear to your tools or personal property (as applicable);
  • using electricity that you do not pay for (as applicable);
  • overloading any electrical circuit while charging a Beam Scooter (as applicable);
  • violating any law, statute, rule, permit, ordinance or regulation; and
  • causing any third party to engage in the restricted activities above.

Expenses

You are solely responsible for all of your own tools, equipment, insurance and any expenses that you incur in connection with the Beam Services.

Intellectual Property

All intellectual property rights in the mobile application designated by Beam in relation to the Beam Services (“App” or “Beam App”) shall be owned by Beam 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 Beam Scooters work, Beam’s maintenance and charging procedures, the contents of the App and how the App functions, and the contents of any communications from Beam to you, and other similar rights wherever existing in the world together with the right to apply for protection of the same (“Confidential Information”). All other trademarks, logos, service marks, company or product names set forth in the Beam App are the property of their respective owners.

You shall not use any Confidential Information for any purpose other than as necessary to provide Beam 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 Beam with prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance if Beam wishes to contest the disclosure. If you disclose or use (or threaten to disclose or use) any Confidential Information in breach of this paragraph, Beam 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.

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 Beam 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 Beam 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; (3) any allegation that any information you pass along to Beam 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 Beam Scooter, or any vehicle used in the performance of Beam Services; and/or (5) any other activities in connection with the Beam 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 Beam, including our affiliates, subsidiaries, parents, successors and assigns, and each of our respective officers, directors, employees, agents, or shareholders (the “Beam 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 Beam App, service interruptions, or for the cost of procurement of substitute services) arising out of or in connection with the Beam App, the Beam 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 Beam Scooters are owned by and remain the property of Beam.

The Beam App, Beam Scooters, and any other Beam property provided to you by Beam are provided to you “as is” and any use of the App, Beam Scooters, or Beam property are at your own risk. Beam 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 Beam will not be responsible for any loss or damage to you or any third parties arising from or related to the App, Beam Scooters, or Beam property. In no event will Beam be liable for any lost profits, lost or incorrect data, or loss of use in connection with the use of the App, Beam Scooters, or any other Beam property provided by Beam or in connection with any other claim arising from this Agreement, even if Beam has been advised of the possibility of such damages. The maximum liability of Beam arising out of or in any way connected to this Agreement shall not exceed SGD100.

You may not use, export, import, or transfer the App, Beam Scooters, or Beam property, except as authorized by LionCity in writing and by 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 Beam in its sole discretion at any time. When changes are made, Beam will make a new copy of the Agreement available within the Beam App. Beam will also update the date at the top of this Agreement. Any modifications to the Agreement shall be binding on you only upon your acceptance of the modified Agreement. Continued use of the App to provide services to Beam shall constitute your acceptance to such modifications.

No Assignment of Rights

You may not assign any of your rights or delegate any of your duties under this Agreement without prior written consent of Beam. Absent any such prior written consent, any attempted assignment or delegation 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 Beam in exercising any right hereunder shall not be deemed a waiver of that right.

Notices

All notices to Beam under this Agreement shall be in writing, and will be deemed given when personally delivered, when sent by prepaid certified or registered mail with return receipt requested, or when sent by a recognized delivery service to LionCity EScooters Pte Ltd, 15 Beach Rd Singapore 189677, with a copy of the notice emailed to legal@ridebeam.com.

Term and Termination

This Agreement may be terminated: a) by either party, without cause, upon seven (7) days’ prior written notice to Beam; 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 Beam’s satisfaction, Beam may choose not to permanently terminate this Agreement. In addition, Beam may terminate this Agreement or deactivate your account immediately in the event Beam has the good faith belief that such action is necessary to protect the safety of Beam, the Beam community or third parties, or to promote the operations of Beam’s business. The provisions regarding Intellectual Property, Indemnity and Confidential Information shall survive any termination or expiration of this Agreement.

Binding Arbitration and Class 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 Beam App to address any concerns you may have regarding your provision of Beam 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, 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 Beam Services, this Agreement, and the parties’ relationship with each other shall be finally settled by binding arbitration administered by SIAC, or alternatively a mutually agreed upon arbitrator or arbitration service, under the applicable commercial arbitration rules for SIAC or the mutually agreed upon arbitration service, excluding any rules or procedures governing or permitting class actions.

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 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.

Location

The arbitration will take place in Singapore.

Class 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 representative action, and the parties expressly waive their right to file a class action or seek relief on a class basis. YOU AND BEAM 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.

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 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).

General

This Agreement shall be governed, construed and interpreted in accordance with the laws of Singapore, 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 Beam with respect to the subject matter hereof and supersedes any prior agreements or discussions.

If you have any questions regarding this Agreement, please contact legal@ridebeam.com.



  1. 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 Beam

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

If you unlock a Beam Scooter through the Beam Charger button, you agree to perform the following services:

  • Charge the Beam Scooter to a 100% charge and return to an authorized Beam Scooter location (“Beam Point”) in the appropriate manner by the required return time the following day, and in no event more than 24 hours from capture.
  • Return the Beam Scooter in working condition or immediately notify Beam if the Beam Scooter requires maintenance.
  • Provide photograph of the Beam Scooter showing that it has been returned appropriately to the Beam Point

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

Payment for Your Charger Services

You will receive payment for providing Beam Charger Services pursuant to the terms of this Agreement. You are entitled to a payment for each Beam Scooter that you fully charge to one hundred percent charge (100%) based on the then-applicable rate for the applicable Beam Scooter as listed in the App; provided, that you have provided the Beam Charger Services in good faith.

If the Beam Scooter is returned to a Beam Point or sent to an authorized Beam repair location after 7:00 a.m. local time the following day or such later time as provided by Beam in its sole discretion, your total payment (including any incentives) for Services related to such Beam Scooter may be reduced in Beam’s sole discretion. If a Beam Scooter is not returned to a Beam Point or sent to an authorized Beam repair location within three (3) days from the date you initially picked up the Beam Scooter, it will be presumed that you will not be returning the Beam Scooter and you will be charged for the full value of the Beam Scooter (US$500). Beam’s computer is the official timekeeping device. The timeliness of a Beam Scooter return will be determined in the sole discretion of Beam.

We reserve the right to reduce or refuse payment if we deem (at our sole discretion) that you have not provided the Beam Charger Services appropriately and/or in good faith.

Charger Cords

You must use the charging cords (each a “Cord”) prescribed and provided by Beam.

Representations, Warranties, and Agreements

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

  • you have the required authority and legal right, including any applicable work pass, to provide the Beam Charger Services;
  • you own, or have the legal right to use the electricity fed to Beam Scooters in your possession;
  • you have had a certified electrician review and approve your location for safely charging Beam Scooters prior to charging a Beam Scooter; and
  • you have access to and will provide reasonable spacing and ventilation of Beam Scooters while charging to prevent overheating of the Beam Scooters and Cords.


  1. 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 Beam

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

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

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

Payment for Your Mechanic Services

You will receive payment for providing Beam Mechanic Services pursuant to the terms of this Agreement. You are entitled to a payment for each Beam Scooter that you find, fully repair, charge (as applicable) or transport based on the then-applicable rate for the applicable Beam Scooter.

If the Beam Scooter is returned to a Beam Point or sent to an authorized Beam repair location after the communicated release time, your total payment (including any incentives) for Services related to such Beam Scooter may be reduced in Beam’s sole discretion. If a Beam Scooter is not returned to a Beam Point or sent to an authorized Beam repair location within five (5) days from the date you initially picked up the Beam Scooter, it will be presumed that you will not be returning the Beam Scooter and you will be charged for the full value of the Beam Scooter (US$500). Beam’s computer is the official timekeeping device. The timeliness of a Beam Scooter return will be determined in the sole discretion of Beam.

We reserve the right to reduce or refuse payment if we deem (at our sole discretion) that you have not provided the Beam Mechanic Services appropriately and/or in good faith.

Charger Cords (if applicable)

You must use Cords provided to you by Beam if you charge any Beam Scooters that you also repair.

Representations, Warranties, and Agreements

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

  • you have the required authority and legal right, including any applicable work pass, to provide the Beam Mechanic 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 Beam Scooters in your possession (as applicable);
  • you have had a certified electrician review and approve your location for safely charging Beam Scooters prior to charging a Beam Scooter (as applicable);
  • you have access to and will provide reasonable spacing and ventilation of Beam Scooters while charging to prevent overheating of the Beam Scooters and Cords (as applicable).