Flexcar® Membership Agreement

1.1 This Agreement is an agreement for the use and custodianship of one or more Flexcar Vehicles, but does not in itself confer any right to participate in the Flexcar Program. A Member may only participate in the Flexcar Program, to the extent available, in accordance with the terms of this Agreement (including, without limitation, the eligibility requirements in Section 2.1) and subject to paying all applicable fees and charges. Nothing contained herein shall guarantee the Member access, or use, of any Flexcar Vehicle.

1.2 Flexcar is the owner of any item it provides to the Member or puts at the Member's disposal during the term of this Agreement, including specifically and without limitation, all Flexcar Vehicles, and any mobile and web-based applications. The Member’s use of and rights in relation to any Flexcar Vehicle or item provided by Flexcar under this Agreement are limited to those rights of use stated in this Agreement.

2.1 To be eligible for participation in the Flexcar Program, the Subscriber must:

• Be at least 21 years of age;
• Hold a valid U.S. driver's license that has not expired, been suspended or revoked that authorizes the Member to drive in the jurisdictions in which the Member will use Flexcar Vehicles;
• Have a credit score and credit history which meets Flexcar’s minimum standards.
• Agree that Flexcar may obtain and review the Member's driving history and a credit history and both such histories must meet Flexcar's then current eligibility requirements, which may change from time to time;
• Use and keep on file a valid bank-issued credit or debit card (no pre-paid, except as required by law) issued in the Member's name;
• Use and keep on file a valid email address; and
• Accurately, truthfully and fully complete the application process with Flexcar and deliver all information and documents requested in the application or otherwise.

2.2 Satisfying the foregoing criteria does not automatically give an applicant the right to become a participant in the Flexcar Program. Acceptance of the applicant's application is subject to approval by Flexcar in its sole discretion and, without limiting the foregoing, participation in the Flexcar Program may be denied based upon other factors determined by Flexcar. In addition, even if approved for participation in the Flexcar Program, a Member may be restricted from driving certain Flexcar Vehicles at Flexcar's sole discretion, for reasons including, but not limited to, the Member's driving or subscription history, limitations in connection with Flexcar's service offerings, or the failure to maintain eligibility as required by Section 2.1.

2.3 You may be using the Flexcar Program as a "Primary Member", an "Additional Driver" or an "Authorized Driver", per the definitions in Section 1.3. If you use the Flexcar Program as an Authorized Driver, you will still be required to meet the eligibility requirements as stated in Section 2.1, Flexcar’s driving record and insurance verification requirements, and still be required to submit an application for the Additional Driver; additional monthly fees may be applied to the Member’s account on a monthly basis. Regardless of whether you are using the Flexcar Program as a Primary Member or an Additional Driver, you are considered a Member and the terms and conditions of this Agreement, including the eligibility requirements in this section, apply to you.

3.1 The Member agrees to pay Flexcar all applicable application, activation, annual membership, weekly mileage, surcharges, deposits and other fees incurred on the Member's account. If at any time you wish to cancel your Flexcar account, you may do so through your account.

All fees are non-refundable.

3.2 Deposit When you sign up for an account, Flexcar will charge a refundable deposit in an amount specified during the check-out process. The amount of the deposit can vary based on age, credit score, and vehicle type. This check helps Flexcar confirm eligibility and provide Members with a possible lower refundable deposit. At the end of the Member’s subscription period, the deposit is applied to any and all outstanding invoices, fees and damages. The deposit will not be used during an active subscription. If fees are incurred, such as a damage, smoking, cleaning or starting device fee, then you will be separately charged or invoiced for any such fees associated with Flexcar Vehicles. Those fees are due upon receipt and not at the end of the subscription period. You expressly acknowledge and agree that, subject to applicable law, if you owe Flexcar fees or damages, as stated in Section 3.3 and/or Section 5.1due to your use of the Flexcar Vehicle (including, without limitation, use in violation of this Agreement), we may deduct those fees or damages from your deposit and, in some cases, your deposit may be completely forfeited due to the amount of such outstanding balance including fees. Please note the deposit amount does not limit in any way the total amount you may owe to us. Provided you have complied with all Flexcar policies and procedures and do not owe us any damages, any portion of the deposit not applied to amounts owed by you will be returned after termination of your subscription once we have determined that there will not be any further amounts due from you.

3.3 Fees may include the following:

1. Fees Related to Obtaining and Using the Flexcar Vehicle:
   1. Annual Membership Fee: Flexcar will charge an annual membership fee in accordance with the terms of Section 3.4 below.
   2. Location Fee: Depending on where you pick up or return the Flexcar Vehicle, we may charge a location fee at the time you pick up the Flexcar Vehicle. The location fee may vary depending on the pickup or return location.
   3. Monthly Subscription Fee: Flexcar will charge a monthly subscription fee based on your selected vehicle and mileage package, which is further described in our FAQs. Monthly subscription fees are payable in accordance with the terms of Section 3.4 below
   4. Preparation Fee: We may charge a one-time non-refundable preparation fee at the time of your Flexcar Vehicle pickup. This fee is charged on a subscription basis. The fee is to covers Flexcar’s performance of Member readiness activities on the Flexcar Vehicle. This fee does not apply for swapping a Flexcar Vehicle. This fee may vary depending on whether you have an active Flexcar membership.
   5. Swap Fee: This fee covers the cost of preparing another Flexcar Vehicle for the Member and the coordination of returning one Flexcar Vehicle for all vehicle swaps. This fee may vary depending on whether you have an active Flexcar membership. For additional information on swaps, please see Section 4.14.


2. Fees Related to Maintaining and Taking Care of the Flexcar Vehicle:
   1. Additional Driver Fee: We may charge a monthly fee to add an additional driver to your account. Adding additional drivers will be a separate line item on the Member’s invoices. Please see sections 1.3, 2.1 and 2.3 for further information and requirements for additional drivers.
   2. Repossession Fee: If we repossess your Flexcar Vehicle in accordance with Section 4.16, we will charge you an administrative fee and will require that you reimburse us for all actual and reasonable costs incurred by Flexcar relating to the repossession.
   3. Toll Fee: you are responsible for any and all toll fees incurred while using the Flexcar Vehicle. If you incur toll fees, we will charge those to your account.
   4. Traffic Violation Fee: As further described in Section 4.11, you are responsible for fees you may incur due to traffic or parking violations. If you incur fees due to traffic or parking violations, while it is your responsibility to pay the relevant authorities directly, if we are billed for such traffic violations, we will charge the amount of such violations to your account, including any late fees associated with the violation.


3. Fees Related to Returning the Flexcar Vehicle
   1. Cleaning Fee and/or Pet Fee: If, as described in Sections 4.9 and 4.13, you fail to maintain the cleanliness of a Flexcar Vehicle, we may charge you up to $250 in a cleaning fee. This fee covers cost to clean the vehicle after a Flexcar vehicle is returned by a member.
   2. Damage Fee: As further described in Section 5, you are responsible for, and we may charge fees for, any and all damages that occur to a Flexcar Vehicle while in your possession or control (including the entire time the Flexcar Vehicle is reserved under your account).
   3. Hardware Removal Fee: You are responsible and may be charged a fee for tampering with any Flexcar vehicle hardware, such as the powerfleet device or any telemetry devices, which is further described in Section 4.17.
   4. Missing Equipment Fee: You are responsible for any and all equipment (charging cables for EV vehicles, spare tire, etc.) that is missing from the Flexcar Vehicle during your subscription, including but not limited to EV charging cables, spare tires or tire changing tools, etc.
   5. Refueling Fee: We may charge up to $50 in a refueling fee plus the cost of fuel for the missing gallons if you return your Flexcar Vehicle with anything less than with the amount of fuel required by Section 4.7.
   6. Smoking Fee: Smoking in a Flexcar Vehicle is strictly prohibited. If, as described in Section 4.12 you or any passengers smoke in the Flexcar Vehicle, or we determine that anyone has smoked in the Flexcar Vehicle when it was reserved under your account, we may charge you a smoking fee up to $450, as extensive cleaning is required for that Flexcar Vehicle.
   7. Starting Device Fee: If the Flexcar Vehicle’s key, key fob, or starting device is returned late or lost, you will be charged a fee. The fee amount varies based on the vehicle type and the replacement cost for the key, key fob or starting device, which could be up to $550.


4. Miscellaneous Fees: Without limiting the foregoing, we reserve the right to charge you fees, or hold you responsible for costs or expenses, in our sole discretion if your acts or omissions inconvenience Flexcar or any other Member or you otherwise fail to comply with this Agreement. We will present you an itemized list of estimated or actual charges upon your request.


5. Collections Amounts: We may utilize third parties to collect amounts you owe us, which may impact your consumer report and credit score. You will be responsible for all fees and costs we incur in connection with utilizing those third parties.

a. Recurring Monthly Subscription Your use of the Flexcar Program requires enrollment in a monthly payment plan involving automatic renewals (“Recurring Subscription”). You can select a Recurring Subscription based on Flexcar Vehicle and mileage package. If you are approved for a Recurring Subscription, you authorize Flexcar to maintain your account information and charge that account automatically upon the renewal with no further action required by you. Your Recurring Subscription will automatically renew monthly at the then-current Recurring Subscription fee (prices subject to change), unless you cancel your subscription in accordance with Section 3.4(c) below. You authorize Flexcar to charge your account automatically for the first monthly payment upon your approval to participate in the Flexcar Program and, following the initial monthly period, on a monthly basis billed in advance on the same day each month.

b. Recurring Annual Membership: An annual membership is required to use Flexcar services. Your membership fee is charged on an annual basis (“Recurring Annual Membership”). Your Recurring Annual Membership will automatically renew annually at the then-current fee (price subject to change) unless you cancel your membership in accordance with Section 3.4(c) below. In the event that Flexcar is unable to charge your account as authorized by you when you enrolled, Flexcar may in its sole discretion (i) bill you for your participation in the Flexcar Program and suspend your access to Flexcar Vehicles until payment is received, (ii) seek to update your account information through third-party sources (i.e., your bank or a payment processor) to continue charging your account as authorized by you, or (iii) terminate your Agreement with Flexcar and repossess the Flexcar Vehicle.

c. Cancellation: You may cancel your Recurring Monthly Subscription and/or your Recurring Annual Membership through your account. For more specific directions, see our FAQs. You may cancel a Recurring Monthly Subscription or Recurring Annual Membership at any time, but if you cancel your Recurring Subscription before the end of the current subscription period or Recurring Annual Membership before the end of the membership period, we will not refund any subscription or membership fees already paid to us. Following any cancellation, however, you will continue to have access to the applicable Flexcar Vehicle through the end of your current subscription period. Flexcar may change the prices charged for Recurring Monthly Subscriptions or the Membership fee at any time by posting updated pricing on our FAQ's; provided, however, that the prices for your Recurring Subscription will remain in force for the duration of the subscription period for which you have paid. After that period ends, your use of the applicable Flexcar Vehicle will be charged at the then-current subscription price. If you do not agree to these price changes, you must return your Flexcar Vehicle prior to the next Recurring Subscription date. The new prices will apply if you do not return your Flexcar Vehicle before the next Recurring Subscription date or if you make any new orders after the changes take effect.

3.5 The Member is required to pay all fees and costs incurred (including fees and costs incurred by Authorized Drivers) when due, including, without limitation, application fees, monthly subscription fees, any and all fees as stated in Section 3.3 above, driving charges (including but not limited to mileage additions and surcharge and/or toll fees), sales and other taxes and levies, and other costs and fees as may be detailed in the Rules and Schedules or in this Agreement. Members are billed for amounts due via credit card or other means as established by Flexcar. Any Member account which is past due will be suspended and the Member may not place any new orders. However, any ongoing orders will continue to be charged until the Flexcar Vehicle is returned. If the Member’s account is past due for eight (8) days, Flexcar may repossess the Flexcar Vehicle as provided in Section 4.16. Orders booked in advance shall still be charged to the Member if not timely cancelled by the Member. If payment of any amount due is rejected by the payment source (credit card or other method of payment) provided by the Member, the Member's use of the Flexcar Program may be suspended. Members are responsible for providing and maintaining current payment information on file with Flexcar. Debit cards shall not be acceptable methods of payment at checkout or for your monthly renewal charges, except as required by law; however, any such cards are accepted for your final bill which occurs when you return the Flexcar Vehicle. Issues with payments may result in termination of the Member's account. Under no circumstances will Flexcar be responsible for any overdraft or other fees charged by a Member's credit card company or bank. For past due accounts, Flexcar may also change when payment is due and/or terminate the Member's account. In addition, Flexcar may utilize third party collection agencies to collect amounts owed to Flexcar by a Member and the Member will also be responsible for any collection or similar fees associated with these collection activities. The use of third party collection agencies may impact a Member’s consumer report and/or credit score.

3.6 Members are responsible for providing and maintaining current email, mobile phone, mailing address and other account information. Subject to applicable law governing recording of communications, telephone calls/texts, email correspondence and social media communications with Flexcar may be recorded or monitored. By using these communication methods with Flexcar, you are consenting to the audio and/or video recording or monitoring of your calls/texts, emails and social media communications during such interactions.

3.7 By applying for participation in the Flexcar Program, each applicant authorizes Flexcar to obtain his/her/their driving records from the jurisdiction in which the applicant is licensed. Members who do not have a valid driver's license from the jurisdiction in which they reside must comply with the licensing requirements of such jurisdiction for driving in that jurisdiction. In addition, Flexcar may at any time require Members to demonstrate compliance with the licensing laws of their jurisdiction of residence and/or impose further policies regarding the obligation to be licensed in their jurisdiction of residence. Flexcar reserves the right to request additional information, such as a copy of a passport or proof of address at any time. Because driving a Flexcar Vehicle requires maintaining a good driving record, Flexcar may, from time to time, check Members' driving records and reserves the right, at its sole discretion, to suspend or terminate the account of any Member who does not meet Flexcar's eligibility requirements. If the Member's license is suspended or revoked or becomes invalid, if the Member has any further endorsements or accidents on their driving record or if the Member is convicted of or receives a citation for driving under the influence of alcohol or drugs, including prescription medication, dangerous or reckless driving or exceeding the relevant speed limit, the Member agrees to report such suspension, revocation, changes, conviction or citation to Flexcar promptly and acknowledges and agrees this may indicate non-compliance and a breach of this Agreement by the Member and may lead to account suspension or closure by Flexcar. Failure to notify Flexcar of any such events may lead to the Member not being covered by Flexcar's liability protection when driving a Flexcar Vehicle and/or termination of the Member's account.

3.8 When you sign up for our services and periodically thereafter for continued participation in the Flexcar Program, you consent to Flexcar requesting and obtaining your consumer report, including any potential liabilities, and credit score in order to determine whether you are eligible to use Flexcar’s services and whether you qualify for a lower deposit amount. In particular, you provide Flexcar with the following “written instruction” under the Fair Credit Reporting Act: “I hereby authorize and instruct Flexcar to obtain my consumer report and credit score in connection with my use of Flexcar’s services. I understand that my instructions allow Flexcar to obtain such information periodically as long as I participate in the Flexcar Program.”

4.1 Members are required to take careful note of, and abide by, the Rules set forth in this Section. All applicants for participation in the Flexcar Program should read and understand these Rules before they apply and before they pay any applicable application and/or monthly fees. By becoming a Member or continuing to be a Member, you are deemed to have accepted and agreed to abide by all of the following Rules and these Rules shall also be deemed to apply to all Authorized Drivers.

4.2 Persons Permitted to Use Flexcar Vehicles. Only properly licensed active Members in good standing or those Authorized Drivers who have been approved through the additional driver authorization process are allowed to drive Flexcar Vehicles. Non-Members are expressly prohibited from driving a Flexcar Vehicle at any time.

4.3 Prohibited Uses. Unless otherwise approved by Flexcar, the use of a Flexcar Vehicle under the following conditions is prohibited:

1. any driving test or similar classes;
2. any speed race or competition;
3. for the purpose of towing, pushing, or propelling any trailer or any other vehicle;
4. for the primary business purpose of transporting people, delivering goods or operating a taxi or delivery service;
5. by any person who is under the influence of (i) alcohol or (ii) any drug or medication under the effects of which the operation of a vehicle is prohibited or not recommended;
6. in the carrying out of any crime or for any other illegal activity or purpose;
7. in an imprudent, negligent, or abusive manner or any other abnormal use of a vehicle;
8. by any person who has provided Flexcar with false information or whose representations are determined to be false (including, without limitation, regarding his/her name, age, or address);
9. driving a Flexcar Vehicle from the US into Mexico or any use of a Flexcar vehicle in Mexico;
10. carrying a number of passengers that exceeds the designed seating capacity of the Flexcar Vehicle or baggage or other items that would cause the Flexcar Vehicle to be overloaded;
11. carrying or transporting any hazardous, toxic, flammable, dangerous or illegal materials;
12. driving while using a mobile communication device that may distract you from driving, including driving while texting, emailing, using a cell phone without a hands-free device or otherwise engaging in similar activities that may be prohibited by applicable law; or
13. use of snow or tire chains.

The foregoing examples are not intended to be exhaustive. Any unreasonable or inappropriate use of a Flexcar Vehicle, as determined by Flexcar in its sole discretion, may be deemed a violation of these Rules and a breach of this Agreement. Without limiting the foregoing, Members must always use Flexcar Vehicles in accordance with all highway and other applicable laws and regulations. Flexcar may report to the authorities any use of a Flexcar Vehicle or other activities that are or may be in violation of law.

Flexcar may immediately suspend or terminate the use of its service by any Member for a violation of any of these Rules. Upon suspension or termination, any existing subscriptions for the Member or Associate Members (as the case may be) may be canceled by Flexcar at its sole discretion. In addition, Members will be responsible for any and all costs, charges, fees and expenses incurred by Flexcar as a result of a breach of any of these Rules.

4.4 Reserving Flexcar Vehicles. Subject to availability, Members must always reserve a Flexcar Vehicle in advance of use. The minimum period for which a Flexcar Vehicle may be reserved is one month. If you wish to cancel a reservation or shorten the period for which a Flexcar Vehicle has been reserved, you must do so at least 24 hours before the scheduled start of the reservation. If you cancel or shorten a reservation outside of the applicable window, you may be subject to certain change or cancellation fees. If you wish to extend a reservation, you may do so only if (i) the Flexcar Vehicle is available for use for the extension period (for example, it is not reserved by another Member), (ii) the request to extend is completed prior to the scheduled expiration time of your existing subscription and (iii) you have sufficient credit/funds available on the credit card used to pay for the extension.

4.5 Flexcar Vehicle Pick-up, Inspection and Return. You must pick up the selected Flexcar Vehicle at one of the designated Flexcar Vehicle pick-up locations or obtain your Flexcar Vehicle via delivery and return it clean and in good working order, to the correct and designated Flexcar Vehicle pick-up location by no later than the end time of your reservation. Prior to taking possession of a Flexcar Vehicle, you must (i) conduct an exterior walk-around and an interior look-over of the Flexcar Vehicle and report your findings to Flexcar; (ii) sign off on the pick-up checklist with a Flexcar team member. Before driving the Flexcar Vehicle, you must advise Flexcar of any damage or abnormality encountered on the Flexcar Vehicle or in the operation of the Flexcar Vehicle. Without limiting the foregoing, you must report to Flexcar any warning lights that stay on after the ignition is engaged, any indication of leaking fluids near the Flexcar Vehicle, any cracks or chips in the windshield, missing or inoperable signal or driving lighting, broken or missing rear-view mirrors, or any other condition that may render the Flexcar Vehicle unsafe to operate. If Flexcar is not notified of a problem at the start of a reservation, you will be deemed to be responsible for any problem with the Flexcar Vehicle discovered or reported after your subscription begins, including, without limitation, damage to the Flexcar Vehicle, lack of cleanliness or low fuel. The key, key fob or other starting device to the Flexcar Vehicle must be returned to its designated position within the Flexcar Vehicle at the conclusion of the reservation. The Flexcar Vehicle must be locked at all times when it is not in use during your reservation. You must advise Flexcar immediately if you fail to leave the key, key fob, or starting device in the Flexcar Vehicle. Stolen Flexcar Vehicles must be immediately reported.

4.6 Belongings and Lost Property. Members must check that they have not left any belongings in the Flexcar Vehicle when they return the Flexcar Vehicle. Flexcar shall not be held responsible or liable for any belongings left in a Flexcar Vehicle or stolen from a Flexcar Vehicle, regardless of whether you check for those belongings, and the Member agrees not to hold Flexcar responsible or liable for any such belongings, whether of the Member or any third party and, without limiting Section 9.2, the Member releases the Flexcar Parties (as defined below) from all such responsibility or liability.

4.7 Refueling. When you use a Flexcar Vehicle, you are responsible for the cost of fuel and keeping the vehicle appropriately fueled. While a Flexcar Vehicle remains in your possession, you will purchase your own fuel. At the conclusion of your reservation, you must return the Flexcar Vehicle with the same amount of fuel as when you picked it up (for example, if you picked it up with ¾ tank, you must return it with ¾ tank) Members must ensure that they use the correct fuel and fuel grade when refueling the Flexcar Vehicle. Fuel decontamination costs and any other damage or costs (including roadside assistance or recovery) arising from the use of the incorrect fuel or the lack of fuel are not covered by Flexcar’s insurance and will subject the Member to additional fees.

4.8 Maintenance. Flexcar will perform all necessary and required routine maintenance on all Flexcar Vehicles; however, Members must assist Flexcar in helping Flexcar to maintain the driving safety and performance of the Flexcar Vehicle when the Flexcar Vehicle indicates that service or maintenance is required, by calling 866-725-2734. Atypical noises or driving feel, including but not limited to warning lamps, indicators, inappropriate or strange engine or other mechanical sounds, performance changes or unusual driving feel, must be reported to Flexcar as soon as noted. Failure to report such irregularities during the use of a Flexcar Vehicle may result in the Member's immediate suspension or termination of account as well as the Member being responsible for any damages resulting from the continued use of the Flexcar Vehicle despite such irregularities. Such damages are not covered by Flexcar's insurance. In accordance with manufacturer’s recommendations/guidelines and any applicable laws, Members shall bring their Flexcar Vehicle to a hub location or other third-party service provider a minimum of once a year.

For any vehicle maintenance, a Member can bring their Flexcar vehicle to a hub location or a third party vendor for the required maintenance to be performed. If, upon diagnosis, the required maintenance is anticipated to take longer than four (4) hours, then the Member will be offered to swap to a different vehicle for the Member’s use. All the requirements for swaps pursuant to Section 4.14 apply.

4.9 Cleanliness. Members are responsible for the cleanliness of Flexcar Vehicles. An additional fee may apply if the Flexcar Vehicle requires a deep cleaning due to stains, extreme dirtiness, odor, spilled liquids, excessive garbage, etc. attributable to your use, which cannot be cleaned with our standard post-rental procedures as determined by Flexcar in our sole discretion.

4.10 Breakdown or Incidents. All breakdowns, accidents or similar incidents involving Flexcar Vehicles must be reported to Flexcar immediately by phone to 866-725-2734.

1. Breakdown and Roadside Assistance. When using a Flexcar Vehicle, you must follow the owner manual's instructions. If a problem arises that prevents or limits the use of the Flexcar Vehicle or that may compromise safety, you must immediately notify Flexcar and follow Flexcar's instructions. Flexcar Vehicles may require Roadside Assistance from time to time. Flexcar provides Roadside Assistance support as part of our service, and, unless an authorized Flexcar representative tells you otherwise, you will be required to stay with the Flexcar Vehicle before and during provision of such Roadside Assistance.
2. Jump start. If you perform a jump start to the Flexcar Vehicle, you must inform Flexcar immediately. It is strictly forbidden to provide a jump start from a Flexcar Vehicle to a non-Flexcar vehicle.
3. Incidents. In case of an incident involving property damage or any third party, the Member must fill out an official police report form, and, if possible, provide a jointly agreed-upon statement, complete Flexcar's incident report form, and obtain the following information:
   1. Date, time, and place of incident;
   2. The license plate numbers of any other vehicles involved, their make and year, their vehicle identification number (VIN or serial number), and the insurance certificate's number (with name, address and phone number of the insurance agent);
   3. The names, addresses, and driver's license numbers of the persons involved in the incident;
   4. The name, address, and driver's license number of the owner of the car (if he or she is not the driver);
   5. The name, addresses, and phone number of witnesses, passengers, and any other involved persons;
   6. Circumstances of the incident; and
   7. A police report is required regardless of liability or fault.
4. Investigation and procedure. Members must provide to Flexcar and any other claims adjustment service the findings of any report or any notice relating to a claim or a lawsuit against Flexcar regarding any incident involving a Flexcar Vehicle. Members agree to cooperate fully and promptly with Flexcar in the investigation and defense of any such claim or lawsuit. A Member's account will be suspended until the investigation has been concluded.

4.11 Traffic Violations. You are responsible for any traffic violations incurred during your subscription or as a result of your use of a Flexcar Vehicle. These include, but are not limited to parking, speeding, red light, photo enforcement, and toll violations. You must report such violations to a Flexcar representative as soon as possible within the prescribed deadline for the violation (for example, if the case is being taken to court). All unreported traffic violations will be the responsibility of a Member if they occur during the time period during which such Member is using or responsible for the Flexcar Vehicle. Where a violation incurred during the Member's subscription period or after it as a result of failure to adhere to driving, vehicle, traffic or parking regulations is sent directly to Flexcar, Flexcar will pay the penalty/fee on behalf of the Member and you agree to pay the penalty/fee, which is added to the Member's account as described in Section 3.3. Flexcar may transfer liability for the penalty/fee to the Member in which case the Member will be wholly responsible for all correspondence with the appropriate authority and any penalties/fees due. Any right to contest, appeal, or transfer liability, on any driving, vehicle, traffic or parking charge issued by any authority or body belongs to Flexcar and will be at Flexcar's absolute discretion. In the case of speeding notices, Flexcar may pass on the offending Member's details to the police or other authorities.

4.12 Smoking. Smoking of any kind is absolutely prohibited in Flexcar Vehicles This includes all smoking devices of any kind, including electronic cigarettes, vape pens, pipes, or any other smoking apparatus. If physical evidence of smoking is found in the vehicle or if there is an odor detection of smoke in the vehicle, then the Members are subject to a fee as the Flexcar Vehicle may require a deep cleaning and deodorizing upon return.

4.13 Pets Pets are permitted in Flexcar Vehicles, although Members may be subject to additional fees if evidence of damage due to pets is found in Flexcar Vehicles or if the Flexcar Vehicle requires a deep cleaning due to pet presence in the Flexcar Vehicle upon return

4.14 Right to Swap Flexcar Vehicles. Members shall have the right at the conclusion of a monthly subscription period, to swap their current Flexcar Vehicle for a different type of Flexcar Vehicle in the same tier, subject to availability. If you wish to swap your current Flexcar Vehicle for a Flexcar Vehicle in a different tier, you must terminate your current subscription and begin a new subscription for the Flexcar Vehicle in a different tier. Your Flexcar Vehicle swap requests will be processed per Flexcar Vehicle category. A swap fee shall apply; see our Support Center for more information here. You are not guaranteed any particular make or model at any time. Please contact Flexcar to arrange for a swap. A swap fee is charged for all swaps.

4.15 Right to Access Flexcar Vehicles. Flexcar shall have the right to access the Flexcar Vehicle in your possession at any time to inspect its condition or to perform maintenance. Flexcar shall have the right to require you to immediately swap the Flexcar Vehicle in your possession at any time for an equivalent or better Flexcar Vehicle if (i) the subscription period extends beyond three months; (ii) Flexcar determines your current Flexcar Vehicle needs maintenance or is subject to a recall; (iii) the Member encounters difficulties with the operation or performance of the Flexcar Vehicle; or (iv) Flexcar wishes to replace it with another Flexcar Vehicle. The Member shall be required to check in with Flexcar monthly either through its website or by calling 866-725-2734 so that Flexcar can assess the condition of the Flexcar Vehicle and any potential maintenance requirements. Members must also immediately return the Flexcar Vehicle upon termination of Member’s subscription for any reason, or if Flexcar, in its sole discretion, otherwise determines return of the Flexcar Vehicle is necessary.

4.16 Right to Repossess Flexcar Vehicles. Flexcar can repossess the Flexcar Vehicle at any time in its sole discretion, with or without notice to you. Flexcar can repossess the Flexcar Vehicle for reasons that include, but are not limited to, the following: the Flexcar Vehicle is found illegally parked, being used to violate the law or the terms of this Agreement, appears to be abandoned, or you fail to make any timely payments required hereunder. Failure to make timely payment is a material breach of this Agreement. Upon notice of a failed payment, the Member must remit payment immediately, and if unable to make the payment, then the Member shall return the vehicle within twenty-four (24) hours. If the Member fails to make a timely payment or return the vehicle, then the Flexcar Vehicle will be repossessed. You agree that Flexcar may take any actions reasonably necessary to obtain possession of the Flexcar Vehicle, including remotely disabling the engine, remotely locking the doors, tracking the location of the car through GPS tracking devices and utilizing for Flexcar’s benefit any other devices connected to the Flexcar Vehicle or affecting the Flexcar Vehicle's operation. If the Flexcar Vehicle is repossessed, you will be charged and be responsible for all overdue payments, repossession fees, any other fees on the account and the fees described in Section 3.3.

Flexcar Vehicles contain devices that monitor the Flexcar Vehicle's condition, performance and operation, track fuel consumption, distance travelled, driving behavior (including but not limited to speeding, reckless driving, etc.), location and other information (the “Connected Car Data”), and may transmit such Connected Car Data to us, our third party providers and/or the car manufacturer. These communications are turned on all the time, even when other services or other media in the car are turned off.

These devices may have been installed by us, on our behalf, or by the Flexcar Vehicle manufacturer. If the devices are installed by the Flexcar Vehicle manufacturer, the Flexcar Vehicle manufacturer will process the Connected Car Data in accordance with its privacy notice. Disconnecting, removing, or damaging these devices will subject the Member to fees as stated in Section 3.3. For more information about how we collect, use, share and otherwise process any of your personally identifiable information (“PII”) in connection with this service, please see our Privacy Notice (found here) .

5.1 General: A Member is financially responsible for any and all damages that occur to a Flexcar Vehicle while in the Member's possession or control (including the entire time the Flexcar Vehicle is reserved under the Member's account) to the extent the insurance described herein does not cover such damages, even if damage is weather-related, caused by a third party or arises from similar causes, and is responsible for the full value of any damages or injuries caused to third parties or their property. Such damages include, without limitation, the repair costs (estimated or actual) for the Flexcar Vehicle and third party property, injuries to third parties, costs associated with the related recovery or transportation of Flexcar Vehicles, and the loss of use of Flexcar Vehicles or third party property.

5.2 Damage Deductible: If a Member is in compliance with all of the terms and conditions of this Agreement, including providing all reasonable assistance to Flexcar in the event of any incident, the Member's financial responsibility will be limited to the first $2,000 of damage to the Flexcar Vehicle per vehicle per incident, the ("Damage Fee"). Members will be responsible for up to the full amount of the Damage Deductible for actual, estimated or projected expenses, whether or not an actual claim is made or processed.

1. Standard Damage Protection: Included in all subscriptions and limits the Member’s financial responsibility for damage to the Flexcar Vehicle to $2,000 per incident, as referenced above.
2. Enhanced Damage Protection: For an additional $30 per month plus tax, Members can opt into the Enhance Damage Protection offer, where the Member’s financial responsibility for damage to a Flexcar Vehicle damage is limited to $500 per incident. Members must affirmatively select this offering prior to or at the time of pick-up or delivery of the Flexcar Vehicle. Members may remove the Enhanced Damage Protection from their account at any time by contacting Customer Care (1-866-725-2734). Members who remove the Enhanced Damage Protection from their account are not refunded any monies spent and if there is subsequent damage to the Flexcar Vehicle, then the Member would be provide the Standard Damage Protection and responsible for up to $2,000 per incident. The Enhanced Damage Protection is optional, not required, and does not impact a Member’s coverage under the Standard Damage Protection.

5.3 Damage Notification and Fee: If a Member’s vehicle sustains any damage during the subscription period, the Member must call the Customer Care team as soon as possible. The Member is then required to complete the incident form from Flexcar’s Insurance. If a Member fails to report damage or does not complete the incident form, then the Member could be liable for upto the entire amount of the estimated damage. In addition, Flexcar would impose a fee for the Member’s failure to report the damage to Flexcar and file an incident report.

5.4 Liability Coverage: Flexcar provides third party liability coverage as described in Section 6 below. If, however, a Member fails to abide by the terms and conditions of this Agreement, including providing all reasonable assistance to Flexcar in the event of any incident, the third party liability coverage Flexcar provides may not apply, which may make the Member responsible for the full cost of any accident or incident and any damage arising from such accident or incident. For example, a Member who has violated this Agreement will be responsible for all damage and costs incurred as a result of an incident during a reservation under the Member's account.

5.5 New York Reservations: For reservations originating in New York State: In the event a Flexcar Vehicle reserved from a location in New York State is damaged while it is reserved under the Member's account, Flexcar will provide the Member with an incident report form, an estimate of the cost for repairing the Flexcar Vehicle, and the damage fee the Member is obligated to pay, if it is proven that the Flexcar Vehicle was damaged while it was reserved under the Member's account, pursuant to the terms of this Agreement. A Member is obligated to truthfully and timely complete the incident report form, or Flexcar will have the right to terminate Member's account. The Member has the right to contest any damage that Flexcar determines may have occurred while the Flexcar Vehicle was reserved under the Member's account.

6.1 If you are in good standing and are authorized to operate one of our vehicles under this Agreement, subject to you fulfilling your obligations under this Agreement, Flexcar will provide third party liability coverage for causing bodily injury or death to others or damaging the property of someone else up to the minimum automobile financial responsibility insurance limits required by the law of the jurisdiction in which the accident occurs. Except where required by law to be primary, any third party liability coverage provided by us shall be excess of any applicable insurance available to you, or any other driver, from any other source, whether primary, excess, or contingent in any way. Your personal property is not covered by the insurance provided by Flexcar. You will be responsible for any and all damage to any of the Flexcar Vehicles that is not covered by your insurance coverage.

6.2 IF YOU VIOLATE ANY OF THE TERMS IN THIS AGREEMENT, COVERAGE CAN BE DENIED. NO COVERAGE IS PROVIDED FOR ANY USE OF THE FLEXCAR VEHICLES BY ANYONE OTHER THAN THE AUTHORIZED DRIVERS ON YOUR ACCOUNT. THIS MEANS THAT ONLY YOU AND ANY AUTHORIZED DRIVERS UNDER THIS AGREEMENT ARE COVERED BY THE INSURANCE PROVIDED BY FLEXCAR.

6.3 You agree that Flexcar can provide coverage under a certificate of self-insurance or an insurance policy, as we choose. In any case, a copy of the policy and/or certificate will be available for your inspection at the main office of our parent company or Flexcar's headquarter location. You understand that unless required by applicable law, Flexcar will not provide (a) coverage for fines, penalties, punitive or exemplary damages; (b) coverage for death or bodily injury to you or any member of your family or the driver's family members related by blood, marriage or adoption residing with you or them; or the driver's family, or to a fellow employee arising out of or in the course of employment; (c) defense against any claim after the applicable limits of protection that we furnish are tendered; or (d) supplementary no fault, noncompulsory uninsured or under-insured motorist coverage, and any other optional or rejectable coverage. Where any of these coverages are required or implied by law, the limits shall be the minimum required under the automobile financial responsibility law of the jurisdiction in which the accident occurs.

6.4 Where permitted by law, you are rejecting uninsured or underinsured motorist and all other optional automobile insurance coverages under any policy of insurance or certificate of self-insurance in connection with this Agreement, for you and all other passengers in the car, and each Member agrees that Flexcar is hereby authorized to sign any forms or acknowledgements on behalf of each Member rejecting such coverage. You understand that uninsured and underinsured motorist coverage protects a driver and other passengers in a car for losses and damages suffered if injury is caused by the negligence of a driver who does not have any insurance or has insufficient insurance to pay for losses and damages.

6.5 Where required by law, we provide Personal Injury Protection (PIP), or "no-fault" coverage, to the minimum level required by the jurisdiction in which the accident occurs, for injuries you may suffer in an accident. Members may also use their own health care coverage in case of injury and, where permitted by law, any PIP or no-fault coverage Flexcar may provide shall be excess to any personal injury coverage that is available to the Member from any other source. If any such protection described above is imposed by operation of law, then the limits of such protection will be the minimum required for protection by the automobile financial responsibility law of the jurisdiction in which the accident occurs. No coverage is provided for any use of a Flexcar Vehicle by any unauthorized driver as defined by the terms of this Agreement; provided, however, if such coverage is mandated by law, then the limits of such protection will be the minimum automobile financial responsibility insurance limits required by law in the jurisdiction where the accident occurs. The third party liability coverage provided by Flexcar does not relieve Members of their obligations with respect to the Damage Deductible and/or Fee described in Section 5.

6.6 For clarification, any third-party liability coverage provided under this Agreement only applies when a Member is in compliance with the terms and conditions of this Agreement, including providing all reasonable assistance promptly to Flexcar in the event of any incident.

6.7 There is no coverage in Mexico, and the Flexcar Vehicle may not be taken into Mexico under any circumstances.

7.1 This Agreement shall commence upon the acceptance by Flexcar of the Member's completed subscription application.

If you have a subscription to use a Flexcar Vehicle, the term of this Agreement will auto-renew and continue as provided in Section 3.4. A Member may terminate a subscription at any time as provided in Section 3.4.

If you do not have a subscription or membership to use a Flexcar Vehicle, then the term of this Agreement will conclude when you return the Flexcar Vehicle in accordance with this Agreement at the conclusion of your reservation.

In addition to the termination provisions set forth in Section 7.2 below, Flexcar may terminate this Agreement for any reason at any time upon no less than fourteen (14) days' notice to the Member, in which event Flexcar will, if applicable, refund a prorated portion of the Member's monthly fee. With respect to any termination of this Agreement, the Member shall remain responsible for any fees, costs or expenses incurred prior to termination of this Agreement

7.2 Flexcar may also, upon notice to the Member or any Authorized Driver, immediately terminate this Agreement if the Member or any Authorized Driver (a) fails to pay any sum due under this Agreement, (b) fails to comply with any term or condition specified in the Agreement (including any Rules), (c) is involved in an incident with a Flexcar Vehicle that, in Flexcar's reasonable sole discretion, renders the Member or Authorized Driver ineligible or inappropriate for continued participation in the Flexcar Program, (d) engages in any activities or conduct that Flexcar, in its sole discretion, determines to be inappropriate, negligent, offensive, abusive or otherwise unacceptable, or (e) is not paying the Member's debts as such debts generally become due, becomes insolvent, files or has filed against the Member a petition (or other document) under any bankruptcy or insolvency law or similar law that is unresolved within sixty (60) days of the filing of such petition (or document), proposes any dissolution, liquidation, composition, financial reorganization or recapitalization with creditors, makes a general assignment or trust mortgage for the benefit of creditors, or if a receiver, trustee, custodian or similar agent is appointed or takes possession of any of the Member's property or business. No subscription or other fees will be refunded in the event of termination pursuant to this Section 7.2.

7.3 Upon termination, all of the Member's and Authorized Driver's rights to use Flexcar's services and Flexcar Vehicles shall immediately terminate. The Member agrees to return immediately to Flexcar any Flexcar Vehicle or any other property of Flexcar that the Member has in the Member's possession. Additionally, the Member shall be responsible for and agrees to pay any legal fees, court costs or expenses associated with enforcing the terms of this Agreement, whether upon termination or otherwise (including, without limitation, any costs relating to recovering any of the foregoing property or any amounts due and owing to Flexcar).

8.1 UNDER NO CIRCUMSTANCES WILL FLEXCAR BE LIABLE TO ANY MEMBER OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, INCLUDING LOSS OF PROFIT, REVENUE, GOODWILL, BUSINESS OPPORTUNITY OR ANTICIPATED SAVINGS, ARISING FROM OR RELATED TO THIS AGREEMENT OR USE OF THE FLEXCAR PROGRAM. UNDER NO CIRCUMSTANCES WILL FLEXCAR'S AGGREGATE LIABILITY TO ANY MEMBER OR ANY THIRD PARTY ARISING FROM OR RELATED TO THIS AGREEMENT OR USE OF THE FLEXCAR PROGRAM EXCEED THE AMOUNT (IN USD) ACTUALLY RECEIVED FROM THE MEMBER IN THE 12 MONTHS PRECEDING THE CLAIM GIVING RISE TO THE LIABILITY.

8.2 The limitations set forth in this Section 8 will not limit or exclude liability for the gross negligence, fraud, or intentional misconduct of Flexcar or for any other matters in which liability cannot be excluded or limited under applicable law. Additionally, some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, so the above limitations or exclusions may not apply to you.

9.1 To the fullest extent permitted by applicable law, you will indemnify, defend, and hold harmless Flexcar, Flexcar's affiliated entities, and its and their service providers, licensors, officers, directors, employees, contractors and agents (the "Flexcar Parties") from and against any losses, liabilities, claims, demands, damages, expenses or costs ("Claims") arising out of or related to your (i) use of the Flexcar Program or Flexcar Vehicles or (ii) breach of, or noncompliance with, this Agreement. You will cooperate with the Flexcar Parties in defending all third-party Claims, and pay all fees, costs, and expenses associated with defending such third-party Claims (including attorneys' fees). The Flexcar Parties will have control of the defense or settlement, at Flexcar's sole option, of any third-party Claims. This indemnity is in addition to, and not in lieu of, any other indemnities set forth in a written agreement between you and Flexcar or the other Flexcar Parties.

9.2 TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, YOU RELEASE FLEXCAR AND THE OTHER FLEXCAR PARTIES FROM RESPONSIBILITY, LIABILITY, CLAIMS, DEMANDS, AND/OR DAMAGES (ACTUAL AND CONSEQUENTIAL) OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN (INCLUDING CLAIMS OF NEGLIGENCE), ARISING OUT OF OR RELATED TO DISPUTES BETWEEN USERS AND THE ACTS OR OMISSIONS OF THIRD PARTIES. IF YOU ARE A CONSUMER WHO RESIDES IN CALIFORNIA, YOU HEREBY WAIVE YOUR RIGHTS UNDER CALIFORNIA CIVIL CODE § 1542, WHICH PROVIDES: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.”

Arbitration uses a neutral arbitrator instead of a judge or jury, may allow for more limited discovery than in court, and may be subject to very limited review by courts. Under this dispute resolution provision, arbitrators can award the same individual relief affecting individual parties that a court can award, including damages and an award of attorneys' fees, if the applicable law allows. BY AGREEING TO RESOLVE DISPUTES THROUGH ARBITRATION, YOU AND FLEXCAR AGREE TO EACH UNCONDITIONALLY WAIVE THE RIGHT TO A TRIAL BY JURY OR COURT.

10.1 Pre-Dispute Resolution Procedure. For any dispute or claim arising from, relating to, or stemming from this Agreement, any Flexcar Vehicles, or other services provided by Flexcar, or any aspect of the relationship or transaction between you and Flexcar as relates to this Agreement, any Flexcar Vehicles, or other services provided by Flexcar (including, without limitation, any (i) privacy or data security claims and (ii) disputes arising out of or relating to the interpretation or application of this arbitration provision, including the enforceability, revocability, or validity of this arbitration provision or any portion thereof) (collectively, "Claims,", and each, a "Claim"), you and Flexcar agree to attempt to resolve the Claim informally via the following process. Before asserting a Claim in any proceeding (including in an individual arbitration or in a small claims proceeding), you and the applicable Flexcar Party agree that each of you shall give the other party written notice of the Claim to be asserted 30 days before initiating a proceeding and make a reasonable good faith effort to resolve the Claim. If you are intending to assert a claim against a Flexcar Party, you must send the written notice of the claim by certified mail to Flexcar Legal, 200 Pier 4 Blvd., Boston, Massachusetts 02210. If Flexcar is intending to assert a claim against you, we will send the written notice of the claim to you at your address appearing in our records. Each notice must describe the nature and basis of the Claim and include the relief sought. NO SETTLEMENT DEMAND OR SETTLEMENT OFFER USED IN THIS PRE-DISPUTE RESOLUTION PROCESS MAY BE USED IN ANY PROCEEDING, INCLUDING AS EVIDENCE OR AS AN ADMISSION OF ANY LIABILITY OR DAMAGES (OR LACK THEREOF).

10.2 Agreement to Arbitrate. Except as otherwise provided in Section 10.4 of this dispute resolution provision, in the event of a Claim that cannot be resolved informally through the pre-dispute resolution procedure set forth in Section 10.1, you and the Flexcar Parties agree to arbitrate all Claims, whether in contract, warranty, misrepresentation, fraud, tort, intentional tort, statute, regulation, ordinance, or any other legal or equitable basis. The arbitrator will have the authority to (i) interpret this arbitration provision (including its scope) and the arbitrability of the Claim and (ii) grant any remedy or relief that would otherwise be available in court.

10.3 Applicable Law and Rules. The Federal Arbitration Act governs the interpretation and enforcement of this dispute resolution provision. The arbitration shall be conducted before one commercial arbitrator with substantial experience in resolving commercial disputes from the American Arbitration Association ("AAA"). As modified by this Agreement as follows, and unless otherwise agreed upon by the parties in writing, the arbitration will be governed by the current version of the AAA's rules for consumer arbitration and, if the arbitrator deems them applicable, the procedures for consumer-related disputes. For more information on AAA, its rules and procedures, and how to file an arbitration claim, you may call AAA at 800-778-7879 or visit the AAA website at http://www.adr.org

1. Class Action Waiver. YOU AND THE FLEXCAR PARTIES AGREE THAT ANY CLAIMS BROUGHT BY YOU OR THE FLEXCAR PARTIES WILL BE BROUGHT IN THE PARTIES' INDIVIDUAL CAPACITY AND WILL NOT BE BROUGHT AS A CLASS, REPRESENTATIVE, COLLECTIVE OR PRIVATE ATTORNEY GENERAL ACTION. Except as described below for additional procedures to govern if 25 or more similar or coordinated claims are asserted against Flexcar or you by the same or coordinated counsel, the arbitrator may not consolidate more than one person's claims and may not otherwise preside over any form of a class, representative, or private attorney general proceeding. You and the Flexcar Parties agree to seek only such relief—whether in the form of damages, an injunction, or other non-monetary relief—as is necessary to resolve any individual injury that either you or Flexcar have suffered or may suffer. In particular, if either you or a Flexcar Party seek non-monetary relief, such relief must be individualized and may not affect individuals or entities other than you or the applicable Flexcar Party.
2. Protection of Information. If you or Flexcar submits a Claim to arbitration and the arbitrator orders any exchange of information, you and Flexcar agree to cooperate to seek from the arbitrator protection for any confidential, proprietary, trade secret, or otherwise sensitive information, documents, testimony, and/or other materials that might be exchanged or the subject of discovery in the arbitration. You and Flexcar agree to seek such protection before any such information, documents, testimony, and/or materials are exchanged or otherwise become the subject of discovery in the arbitration.
3. Hearings and Decisions. For all arbitrations where the claims asserted are $25,000 or less, the arbitration shall be resolved according to the AAA’s Procedures for the Resolution of Disputes through Document Submission, and for all other arbitrations the following procedure will apply: (a) the arbitrator will conduct hearings, if any, by teleconference or videoconference rather than by personal appearances, unless the arbitrator determines upon request by you or by us that an in-person hearing is appropriate; (ii) any in-person appearances will be held at a location which is reasonably convenient to both parties with due consideration of their ability to travel and other pertinent circumstances; and (iii) if the parties are unable to agree on a location, such determination should be made by the AAA or by the arbitrator. Regardless of the manner in which the arbitration is conducted, the arbitrator shall issue a reasoned written decision that follows this Agreement and is sufficient to explain the essential findings and conclusions on which the award is based. The arbitrator's award shall be final and binding, and may be enforced in any court of competent jurisdiction. Further, an arbitrator's award and any judgment confirming it shall apply only to that specific case and cannot be used in any other case except to enforce the award itself. The arbitrator will have authority to award temporary, interim, or permanent injunctive relief or relief providing for specific performance of this Agreement but only to the extent necessary to provide relief warranted by the individual claim before the arbitrator. Notwithstanding any of the foregoing, nothing in this Agreement will preclude you from bringing issues to the attention of federal, state, or local agencies and, if the law allows, they can seek relief against us for you.
4. Fees and Costs. If you are an individual (and not a partnership, corporation, or other form of entity or non-natural person) (an "Entity Member"), in the event that (1) your claim is less than $10,000, and (2) you are able to demonstrate that the costs of arbitration will be prohibitive as compared to costs of litigation, the applicable Flexcar Parties will pay as much of your filing and hearing fees in connection with the arbitration as the arbitrator deems necessary to prevent the arbitration from being cost-prohibitive as compared to the cost of litigation. Flexcar also reserves the right in its sole and exclusive discretion to assume responsibility for all of the costs of the arbitration. However, the Flexcar Parties will not pay your share of the arbitration fees if the arbitrator finds that either your claim or the relief sought is frivolous or brought for an improper purpose, as measured by the standards of Federal Rule of Civil Procedure 11(b).
5. Multiple Case Filings. The AAA Supplementary Rules for Multiple Case Filings and the AAA Multiple Consumer Case Filing Fee Schedule will apply if 25 or more similar claims are asserted against Flexcar or against you by the same or coordinated counsel or are otherwise coordinated. In addition to the application of the AAA Supplementary Rules for Multiple Case Filings and the AAA Multiple Consumer Case Filing Fee Schedule, you and Flexcar understand and agree that when 25 or more similar claims are asserted against Flexcar or you by the same or coordinated counsel or are otherwise resolved, your or Flexcar’s Claim might be delayed. For such coordinated actions, you and Flexcar also agree to the following coordinated bellwether process. Counsel for the claimants and counsel for Flexcar shall each select 10 cases (per side) to proceed first in individual arbitration proceedings as part of a bellwether process. The remaining cases shall not be filed or deemed filed in arbitration nor shall any AAA fees be assessed in connection with those cases until they are selected to proceed to individual arbitration proceedings as part of a bellwether process. If the parties are unable to resolve the remaining cases after the conclusion of the initial 20 proceedings, each side shall select another 10 cases (per side) to proceed to individual arbitration proceedings as part of a second bellwether process. The remaining cases shall not be filed or deemed filed in arbitration nor shall any AAA fees be assessed in connection with those cases until they are selected to proceed to individual arbitration proceedings as part of a bellwether process. A single arbitrator shall preside over each case. Only one case may be assigned to each arbitrator as part of a bellwether process unless the parties agree otherwise. This staged process shall continue, consistent with the parameters identified above, until all the claims included in these coordinated filings, including your case, are adjudicated or otherwise resolved. The statute of limitations and any filing fee deadlines shall be tolled for claims subject to this staged process from the time the first cases are selected for a bellwether process until the time your case is selected for a bellwether process, withdrawn, or otherwise resolved. A court shall have authority to enforce this paragraph and, if necessary, to enjoin the mass filing or prosecution of arbitration demands against Flexcar or you.

10.4 Small Claims, Personal Injury Claims and Flexcar Vehicle Damage or Loss Claims. The following disputes and claims are exempt from Sections 10.1-10.3: (i) unresolved disputes and claims that are filed in a small claims court; (ii) disputes and claims regarding personal injury and/or damage to or loss of a Flexcar Vehicle related to your Flexcar subscription; and (iii) if you are an Entity Member, disputes over the validity of any party's intellectual property rights.

10.6 Opt Out. You have the right to opt out of binding arbitration within 30 days of the date you first accepted this Agreement by providing us with notice of your decision to opt-out via email at legal@flexcar.com or by certified mail addressed to Flexcar Legal, 200 Pier 4 Blvd., Boston, Massachusetts 02210. In order to be effective, the opt-out notice must include your full name, mailing address, and email address. The notice must also clearly indicate your intent to opt out of binding arbitration. By opting out of binding arbitration, you are agreeing to resolve disputes in accordance with Section 11.6.

10.7 Conflicts; Severability. In the event of any conflict between this dispute resolution provision and any other dispute resolution provision in any other agreement between you and Flexcar, the dispute resolution provision in this Agreement shall govern. If any portion of this Section 10 is found to be unenforceable or unlawful for any reason, including but not limited to because it is found to be unconscionable, (i) the unenforceable or unlawful provision will be severed from this Agreement; (ii) severance of the unenforceable or unlawful provision will have no impact whatsoever on the remainder of this Section 10 or the parties’ ability to compel arbitration of any remaining claims on an individual basis pursuant to this Section 10; and (iii) to the extent that any claims must therefore proceed on a class, collective, consolidated, or representative basis, such claims must be litigated in a civil court of competent jurisdiction and not in arbitration. The litigation of those claims will be stayed pending the outcome of any individual claims in arbitration. Further, if any part of this Section 10 is found to prohibit an individual claim seeking public injunctive relief, that provision will have no effect to the extent such relief is allowed to be sought out of arbitration, and the remainder of this Section 10 will be enforceable.

10.8 Modification of this Provision. Notwithstanding any provision in this Agreement to the contrary, you and Flexcar agree that if Flexcar makes any material change to this arbitration provision, including the deletion of this provision, that change will not apply to any dispute that you had already provided Flexcar notice of in writing.

10.9 Third Party Beneficiaries. Without limitation of any of the foregoing, you acknowledge and agree that with respect to the dispute resolution provisions in this Section 10, each applicable Flexcar Party shall be deemed to be an intended third party beneficiary of this Section 10, with authority to enforce this Section 10.

11.1 By applying for participation in the Flexcar Program and becoming a Flexcar Member, the Member represents and warrants to Flexcar that the Member has received all explanations as the Member may have reasonably requested concerning the content of this Agreement, including all Schedules, and that the Member has carefully reviewed and understands the Member's commitments and obligations hereunder. The Member also represents that the Member has reviewed and understands the Flexcar Privacy Notice (found here) and acknowledges that any information shared by, or collected from or about, the Member may be used by Flexcar in accordance with the terms of the Privacy Notice as it may be amended from time to time.

11.2 To the fullest extent permitted by applicable law, this Agreement and any notices or other communications (including, without limitation, by e-mail) regarding access to and/or use of the Flexcar program may be provided to Member electronically, and Member hereby agrees to receive electronic communications from Flexcar in an electronic form. Electronic communications may, and will, be delivered to the email address that Member provided to Flexcar in their application. Member expressly agrees that any notice or other communications required under this Agreement may be given in email form. In addition, Member expressly agrees that it is Member’s sole responsibility to keep Member’s email address current and accurate by providing Flexcar with written notice of any changes to the same, and that Flexcar may reasonably assume that any communications sent to the email address provided will be received by Member. Member’s consent to receive communications electronically is valid until Member revokes their consent.

11.3 The rights granted to the Member or other Authorized Drivers on the Member’s Account under this Agreement are not assignable or transferable, in whole or in part. Any attempt to transfer this Agreement without the written consent of Flexcar shall be void and of no force and effect. Flexcar may assign this Agreement to an affiliate or to another entity in connection with a corporate transaction or otherwise.

11.4 No delay or omission by Flexcar to exercise any right or power occurring upon any noncompliance or default by the Member with respect to any of the terms of this Agreement shall impair any such right or power or be construed to be a waiver thereof. Any waiver by Flexcar of any covenant, condition, or agreement to be performed by the Member shall not be deemed to be a waiver of any prior or subsequent breach of the same, or of any other covenant, condition, or agreement hereunder. Unless stated otherwise, all remedies provided for in this Agreement shall be cumulative and in addition to and not in lieu of any other remedies available to either party at law, in equity, or otherwise.

11.5 If any term, provision, covenant or condition of this Agreement is held invalid or unenforceable for any reason, the remainder of the provisions will continue in full force and effect as if this Agreement had been executed with the invalid portion eliminated. The parties further agree to substitute for the invalid provision a valid provision that most closely approximates the intent and economic effect of the invalid provision.

11.6 This Agreement is governed by the laws in force in the Commonwealth of Massachusetts and shall be interpreted according to the internal laws of such Commonwealth, without reference to its conflicts of laws or choice of law rules. All disputes hereunder shall be resolved solely in the applicable state or federal courts of Massachusetts. The parties hereby consent to the exclusive jurisdiction of such courts, agree to accept service of process by mail, and waive any jurisdictional or venue defenses otherwise available.

11.7 Any legal notices or communication required or permitted to be given to the Member shall be in writing and shall be sufficiently given if delivered by email or mailed to the Member at the email or postage address provided to Flexcar in the Member's completed application or as updated by the Member and on file with Flexcar. Any legal notices or communication required or permitted to be given to Flexcar shall be in writing and shall be sufficiently given if delivered via email or mailed as follows:

Flexcar LLC
Attention: Legal Department
200 Pier 4 Blvd.
Boston, Massachusetts 02210 USA.
Email address for Legal notices only: legal@flexcar.com

12.1 The following terms apply if you access Flexcar services on any device that contains the iOS mobile operating system (the "iOS App") developed by Apple Inc. ("Apple"):

1. Acknowledgement. You acknowledge that this Agreement is concluded solely between us, and not with Apple. Flexcar, not Apple, is solely responsible for this iOS App and the content thereof. You further acknowledge that the usage rules for the iOS App are subject to any additional restrictions set forth in the Usage Rules for the Apple iOS App Store Terms of Service as of the date you download the App, and in the event of any conflict, the Usage Rules in the Apple iOS App Store will govern if they are more restrictive. You acknowledge that you have had the opportunity to review the Usage Rules.
2. Scope of License. The license granted to you is limited to a non-transferable license to use the iOS App on any iPhone, iPod touch, iPad, or any other Apple device that you own or control as permitted by the Usage Rules set forth in the Apple iOS App Store Terms of Service.
3. Maintenance and Support. You and Flexcar acknowledge that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the iOS App.
4. Warranty. You acknowledge that Apple is not responsible for any product warranties, whether express or implied by law, with respect to the iOS App. In the event of any failure of the iOS App to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price, if any, paid to Apple for the iOS App by you; and to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the iOS App. The parties acknowledge that to the extent that there are any applicable warranties, any other claims, losses, liabilities, damages, costs, or expenses attributable to any failure to conform to any such applicable warranty would be the sole responsibility of Flexcar. However, Flexcar has disclaimed all warranties of any kind with respect to the iOS App, and therefore, there are no warranties applicable to the iOS App.
5. Product Claims. You and Flexcar acknowledge that as between Apple and Flexcar, Flexcar, not Apple, is responsible for addressing any claims relating to the iOS App or your possession and/or use of the iOS App, including, but not limited to (a) product liability claims, (b) any claim that the iOS App fails to conform to any applicable legal or regulatory requirement, and (c) claims arising under consumer protection or similar legislation.
6. Intellectual Property Rights. The parties acknowledge that, in the event of any third-party claim that the iOS App or your possession and use of the iOS App infringe that third party’s intellectual property rights, Flexcar, and not Apple, will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim to the extent required under this Agreement.
7. Developer Name and Address.. Any questions, complaints, or claims with respect to the iOS App should be directed to:
   Flexcar LLC
   200 Pier 4 Blvd.
   Boston, Massachusetts 02210 USA
   legal@flexcar.com
8. Third-Party Terms of Agreement. You will comply with any applicable third-party terms when using the Flexcar services.
9. Third-Party Beneficiary. Apple and its subsidiaries are third-party beneficiaries of this Agreement, and upon your acceptance of this Agreement, Apple will have the right (and will be deemed to have accepted the right) to enforce this Agreement against you as a third-party beneficiary thereof.

12.2 The following terms apply if you install, access, or use Flexcar services on any device that contains the Android mobile operating system (the "Android App") developed by Google, Inc. ("Google"):

1. You acknowledge that this Agreement is between you and us only, and not with Google.
2. Your use of our Android App must comply with Google’s then-current Android Market Terms of Service.
3. Google is only a provider of the Android Market where you obtained the Android App. We, and not Google, are solely responsible for our Android App and the Flexcar services and content available thereon. Google has no obligation or liability to you with respect to our Android App or this Agreement.
4. Google is a third-party beneficiary to this Agreement as it relates to our Android App.