Membership Agreement

This Membership Agreement between you and Demand Solutions, LLC (d/b/a “Audi on demand”) (“we”, “us”, “Audi on demand” or “our”) governs your membership in the Audi on demand membership program (“Program”). All Members are required to accept and comply with the terms and conditions contained in this Agreement before joining the Program and renting Vehicles. By accepting the terms and conditions of this Agreement, you agree to comply with such terms and conditions.

1 DEFINITIONS.

1.1    “Mobile Application” means any electronic web-based interface, including, but not limited to a mobile application, provided by us to you, which enables you to, among other things, make a reservation for a Vehicle, enter into a Vehicle, or start a Vehicle.  
1.2    “Audi on demand” or “we”, “us” or “our” has the meaning provided in the preamble.
1.3    “clean driving record” has the meaning provided in Section 2.8.
1.4    “Communications” means any notices provided by us to you regarding your account or your participation in the Program, including, but not limited to, emails or text messages we may send you.
1.5    “Member” means those applicants who are accepted into the Program.
1.6    “Membership Criteria” has the meaning set forth in Section 2.8.
1.7    “Member Documents” has the meaning set forth in Section 2.5.
1.8    “Privacy Policy” means our policy regarding the use of the personally identifiable data of the Program’s members or prospective members.  
1.9    “Profile” means your online enrollment information, which you initially created when you applied to become a member of the Program (and any changes subsequently made thereto), and which includes, but is not limited to, the following: (a) your name, (b) your contact information, (c) your payment details, and (d) your driver´s license information.  
1.10    “Program” has the meaning provided in the preamble.
1.11    “Rental Agreement” means the agreement by and between you and Audi on demand for the rental of a Vehicle under the Program.  The terms and conditions of the Rental Agreement are available on our website and the Mobile Application.
1.12    “Security Breach” has the meaning set forth in Section 3.3.
1.13    “Key Card” means the access card provided by us to you, and which you may use to access a Vehicle.
1.14    “Vehicle” means the vehicle you rented or its replacement and includes tires, tools, equipment, accessories, plates and car documents.

2 MEMBERSHIP RULES.

2.1    Application.  You do not automatically become, or have a right to become, a member by meeting the membership criteria set out in Section 2.8.  You must apply to become a member of the Program by completing a Profile, and receiving our approval of your application.
2.2    Reservations.  Upon our acceptance of you as a Member, you will have the right to submit requests for reservations to Audi on demand.  You are not guaranteed that any vehicle (or any particular vehicle) will be available when you submit a reservation request.  Further, we reserve the right to decline, in our sole discretion, any request for a vehicle reservation you submit.  Vehicles may not be reserved for less than four (4) hours or more than twenty-eight (28) days. The minimum fee is for one (1) rental day. You may cancel a reservation; however, you will be charged for the reserved time if you do not cancel a reservation at least twenty-four (24) hours in advance of your scheduled pick up time.
2.3    Vehicle Access.  Members have permitted access to reserved cars in accordance with the terms of each applicable Rental Agreement.  Members’ may access Vehicles only by using a Key Card or Mobile Application. You are prohibited from giving, lending, or selling the Key Card, or disclosing your password to the Mobile Application to another person.
2.4    Non-Ownership.  You acknowledge that the Vehicles are owned by Audi on demand or one of our affiliated companies.  You do not obtain an ownership interest in any Vehicle or the Program by becoming a Member.  Only we or one of our affiliated companies may transfer the Vehicle or any rights or obligations under this Agreement.
2.5    Integrated Documents.  Your membership in the Program is subject to the terms and conditions contained in this Agreement, each Rental Agreement, your Profile, any Communications, and any other document you sign or we provide, each as may be amended from time to time, whether provided in print form or electronically (collectively, the “Member Documents”), the terms of all such Member Documents are collectively incorporated into this Agreement.  To the extent the terms of any of the Member Documents conflict, the order of authority between the documents shall be as follows: (a) the applicable Rental Agreement, (b) this Agreement, (c) any other documents you sign or we provide, (d) any Communications, and (e) your Profile.
2.6    Account Information.  Upon acceptance of your membership application, you may view and manage your account activity, and Profile on our Mobile Application or website.
2.7    Membership credentials.  Your member password is personal to you and may not be transferred to or used by any other person.  You may not permit another person to access your account information.
2.8    Membership Criteria.  Member’s must meet certain minimum requirements for eligibility into the Program, as set forth in this Section 2.8 (the “Membership Criteria”). You must be at least twenty-five (25) years of age. You must have accurately, truthfully, and fully completed the application with us and have delivered all information and documents requested in the application process.  You must have a valid driver’s license issued by a jurisdiction acceptable to us, a “clean driving record” (as defined below), and must continue to maintain a valid license and clean driving record for the duration of your membership.  By applying for membership in the Program, you expressly authorize us to check your driving record at any time to determine if you meet these criteria at the outset of your membership or any other time so long as your membership is active.  A “clean driving record” consists of a driver’s license status and accident history that does not include any of the following:  (a) suspension, revocation, expiration, surrender or loss of your lawful driving privileges, (b) a conviction for any driving-related offense under any federal, state or provincial, criminal, or other law for careless or dangerous driving, driving under the influence, driving while intoxicated or impaired, possession of a stolen vehicle, unauthorized use of a vehicle, or use of the vehicle in the commission of a crime, (c) three or more moving violations within the past thirty-six (36) months, (d) failure to report an accident or leaving the scene of an accident within the past thirty-six (36) months, or (e) conviction for possession of a stolen vehicle or the use of a vehicle in the commission of a crime in the past thirty-six (36) months.  Failure to meet the Membership Criteria now or at any time in the future shall result in the immediate and automatic revocation of our permission to operate any Vehicle or be a member of the Program.


3 MEMBER OBLIGATIONS.

3.1    Truthfulness of Representations.  You agree that the information you provide to us, including the information you provide in your Profile, is true, current and accurate, and that we are entitled to rely upon all such information as being true, current and accurate.  If any information you previously provided changes, you agree to promptly provide us (or update in your Profile, if applicable) updated information.  
3.2    Credit Card.  You agree to provide the information for a valid credit card at the time you create your enrollment Profile, and to keep a valid credit card in your Profile at all times that your membership is active.  If your credit card expires, is lost or stolen or is otherwise invalidated, you agree to promptly provide an alternative valid credit card.  You authorize us to charge your credit card for all charges incurred by you related to Vehicle reservations.  You further authorize us to make any inquiries we consider necessary (including requesting your consumer report from one or more consumer reporting agencies) in connection with any reservation and/or rental of a Vehicle and for any other lawful purpose (including credit card validations, holds and collecting on your account).
3.3    Security Breach.  In the event that your Key Card is lost, stolen, or you otherwise suspect it is being used without your permission, or another person discovers your password to the Mobile Application (collectively, a “Security Breach”), you agree to notify us within twenty-four (24) hours.  You may be charged a replacement fee for a lost or stolen Key Card.
3.4    Compliance with Membership Criteria.  If you cease to meet the Membership Criteria, you must immediately cease operating any Vehicle you have rented from us and notify us of the change in your driver’s license status or driving record.

4 TERMINATION OF MEMBERSHIP.

4.1    Your Right To Terminate. You may terminate your membership in the Program at any time by notifying us and returning your Key Card.
4.2    Our Right To Terminate. We may terminate your membership in the Program at any time if (a) you do not pay any charges due for payment, (b) you no longer meet the Membership Criteria, (c) in our sole discretion, we determine that you have failed to comply with this Agreement, (d) in our sole discretion, we determine that you have abused your membership in a way that detrimentally affects other Members of the Program (including, but not limited to, regularly returning Vehicles late or in an unclean condition), (e) your credit card is declined and you do not promptly replace it with a valid credit card, or (f) you fail to promptly notify us if your Key Card is lost or stolen or your Mobile Application password is obtained by any third party.
4.3    Duties Upon Termination. Upon termination, you are responsible for all charges incurred by you prior to termination or until you have returned all rented Vehicles, whichever is later.

5 LIABILITY AND INDEMNIFICATION.

5.1    Limitations of Liability.  UNDER NO CIRCUMSTANCES WILL WE BE LIABLE TO YOU OR 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 PROGRAM SERVICES. Without limiting the foregoing, Audi on demand shall have no liability for any loss of, or damage to, any goods in or on the Vehicle or in or on any third party Vehicle, any loss, damage, injury or death in relation to any Member or any third party arising from the use of a Vehicle, loss or damage incurred by the Member as a result of any claims made by a third party, or loss or damage incurred by the Member arising from or in relation to either (i) the reservation, non-availability, supply, operation or use of a Vehicle or (ii) any vehicle accessories, whether supplied by us or by a Member (for example, luggage racks, bicycle racks, baby seats and the like; the Member is responsible for the safe installation of such accessories and must check the condition of such accessories before each use), unless in each case such loss or damage is incurred due to our negligence or failure to carry out our responsibility
5.2    No Third Party.  This Agreement is intended for the benefit of you and Audi on demand only, and no other party may claim rights hereunder, whether as a third party beneficiary or otherwise.
5.3    Indemnification.  You shall defend, indemnify and hold Audi on demand harmless from all losses, liabilities, damages, injuries, claims, demands, costs, attorney fees and other expenses incurred by us arising out of any transaction or occurrence related in any manner to this Agreement, or from the use of the Vehicle by any person, including claims of, or liabilities to, third parties.  You may present a claim to your insurance carrier for such events or losses, but in any event, you shall have final responsibility to us for all such losses.

6 PRIVACY.

You acknowledge that we have established a Privacy Policy. The Privacy Policy is available on our website.  We reserve sole discretion to amend the Privacy Policy from time to time.  In the event of a change to the Privacy Policy, we shall provide notice to you in the manner set forth in the Privacy Policy.  By entering into this Agreement, you hereby accept the terms of the Privacy Policy and any amendments thereto.

7 ELECTRONIC RECORDS.

7.1    Electronic Delivery.  We may, from time to time, give you: (a) written notice of changes to the Agreement, or (b) an Internet website address where the revised version of the Agreement can be found. You may decline such changes by discontinuing your membership in the Program. You may also obtain a free copy of the latest version of the Agreement by calling +1 877-506-AUDI (2834).  By using the Program, you agree to form a contractual relationship with us using electronic means.  To the fullest extent permitted by applicable law, this Agreement and any Communications may be provided to you electronically, and you agree to receive such Communications in an electronic form. Electronic Communications may be delivered to the last electronic mail address on file with us. All Communications in either electronic or paper format will be considered to be in “writing,” and to have been received no later than five (5) business days after dissemination, regardless of whether you have received or retrieved the Communication. We may, at sole discretion, provide Communications in paper format to you using your most recent address on file with us.  You agree that it is your sole responsibility to keep your email address current and that we may reasonably assume that any email sent by us to the email address on your Profile will be received by you. Your consent to receive Communications electronically is valid until you revoke your consent by terminating this Agreement.
7.2    Transaction Emails and text messages.  We and/or our concierges may provide to you certain transaction emails and text messages as a benefit of membership.  Transaction emails may include but are not limited to, the following: (a) confirmations of reservations; (b) reminders of reservations; (c) statements of your rental activity; (d) alerts regarding pick-up and drop-off locations; (e) information regarding tolls and other charges; (f) notification of an expired drivers license or credit card; (g) marketing communications and (h) invoices. You can choose to opt out of certain of these transaction Communications by changing your Profile or by calling +1 877-506-AUDI (2834).
7.3    Consent.  By entering into this Agreement, you give your consent to the use of electronic Communications to provide or make available the information as described. By entering into this Agreement and making a reservation for the use of a Vehicle, you demonstrate that you can access information in electronic form provided or made available to you on our website.

8 ARBITRATION AND CLASS ACTION WAIVER.

8.1    Consent to Arbitration. By entering into this Agreement, you and Audi on demand each agree that any controversy or claim arising out of or relating to this Agreement shall be settled or resolved by arbitration pursuant to the terms of this provision. ANY DISPUTES BETWEEN THE PARTIES ARISING OUT OF THIS AGREEMENT MUST BE RESOLVED BY ARBITRATION ONLY BETWEEN THE PARTIES HERETO. CLASS ARBITRATIONS ARE NOT ALLOWED, AND WE DO NOT CONSENT TO CLASS ARBITRATIONS.  YOU SHALL NOT PARTICIPATE IN ANY CLASS ARBITRATION AGAINST US, EITHER AS A CLASS REPRESENTATIVE OR CLASS MEMBER.  You and Audi on demand remain free to bring any issues to the attention of government agencies.
8.2    Scope of Provision. The scope of this arbitration provision is broad and includes, without limitation, any claims relating to any aspect of the relationship or communications between the parties, whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory.  It is governed by the Federal Arbitration Act § 1 et seq. and by applicable California law, including sections 1280 et seq of the California Code of Civil Procedure.
8.3    Location. The arbitration will take place in San Francisco, California.
8.4    Rules. The arbitration hereunder shall be administered by the American Arbitration Association under its Commercial Arbitration Rules and Mediation Procedures, and its Consumer-Related Disputes Supplementary Procedures, copies of which you can obtain at www.adr.org.
8.5    Commencement of Arbitration. You or Audi on demand may initiate arbitration in accordance with the procedures identified in Section 8.4 above, including providing a written demand for arbitration to the other.  Notices to you will be sent to your billing address.  Notices to us must be sent to the address in Section 9.5 below.  
8.6    Award. The arbitrator may award injunctive relief as well as money, but only in favor of, and as warranted by the claim of, the individual party seeking relief.  Judgment on the arbitration award may be entered and enforced in any court having jurisdiction.  An arbitration award, and any judgment confirming it, apply only to the specific parties in that case and cannot be used in any other case except to enforce the award itself.

9 REFERRALS.

9.1   Referrals Generally.  You may refer a Qualified Referral to us at any time.  You may refer as many Qualified Referrals to us as you would like. You may earn one voucher, as described below, for each Qualified Referral. 

9.2   Voucher.  Upon payment of a Qualified Referral’s first invoice, we will send you a voucher for a $[  ] discount off of your next paid rental which complies with the terms and conditions of the applicable rental agreement.  An issued voucher will expire pursuant to its terms. 

9.3   Changed or Discontinued Program.  We reserve the right to modify or discontinue any referral program at any time. 

9.4   Qualified Referral.  A Qualified Referral means the first referral you make of any one individual who is eligible to become a member of Audi on demand and becomes a member by executing and delivering an Audi on demand membership agreement and books a reservation for an Audi on demand vehicle, executes and delivers an Audi on demand rental agreement as renter, takes possession of such vehicle, returns such vehicle in good condition and pays us in full for all fees, expenses and charges associated with such rental.  Once an individual becomes a member of Audi on demand, that individual is ineligible to be referred to us subsequently.  An additional authorized driver pursuant to your rental agreement is not a Qualified Referral.   

9.5   Our Decisions.  Our determination of Qualified Referrals and the amount of any associated voucher is final and conclusive absent manifest error.  We will determine the outcome of any simultaneous referral of any one individual.  The administration of any referral program is in our sole discretion.

9.6   Tax.  You are responsible for your own taxes arising out of any referral you make and voucher you receive. 

9.7   Demand Solutions, Inc. is not responsible for any harm you may incur as a result of making a referral other than to issue you the associated voucher.

10 GENERAL.

10.1    Governing Law. The terms and conditions of this Agreement shall be governed by the laws of California without giving effect to the choice of law rules thereof, and you irrevocably and unconditionally consent to the nonexclusive jurisdiction of the courts located in California.     
10.2    No Waiver.  No term contained in this Agreement may be changed or waived, except in a writing signed by our expressly authorized representative. No waiver of default by either party under any of the terms or conditions of this Agreement shall be construed as a waiver of any subsequent default of any of the terms or conditions of this Agreement.
10.3    Severability. 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 invalidated portion eliminated. The parties hereto agree to substitute for the invalid provision a valid provision that most closely approximates the intent and economic effect of the invalid provision.
10.4    Entire Agreement. Subject to Section 2.5, this Agreement, along with any amendments hereto, encompasses the entire agreement between you and us, and supersedes all previous understandings and agreements between you and us. You acknowledge and represent that you have not relied on any representation, assertion, guarantee, warranty, collateral contract or other assurance, except those set out in this Agreement, made by or on behalf of Audi on demand prior to the execution of this Agreement.
10.5    Notifications to Audi on demand.
Postal mail:
Audi on demand
350 Rhode Island Street
San Francisco, CA 94103.
E-mail: team@audiondemand.com
Toll-free telephone: +1 877-506-AUDI (2834).
10.6    Headings. The headings of the paragraphs of this Agreement are for convenience only, are not part of this Agreement, and do not in any way limit, modify or amplify the terms and conditions of this Agreement.
10.7    Changes to this Agreement. You agree that we may change this Agreement from time to time on a prospective basis by providing you with notice of such changes.  For purposes of this provision, notice shall be satisfied by us posting information on our website indicating that this Agreement has changed.  You agree to be bound by any such changes.

11 SIGNATURE.

11.1    You understand that by checking the box next to “Please agree to the Membership Agreement” and clicking on “complete registration” on your enrollment, you are electronically signing this Agreement.


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