Rental agreement

The following terms and conditions, together with the Rental Confirmation Email , constitute the rental contract (“Agreement”) by and between Renter and Demand Solutions, LLC d/b/a Audi on demand (“Company”) with respect to the rental of the Vehicle identified on the applicable Rental Confirmation Email.  By its rental of a vehicle from the Company, Renter agrees to be bound by the terms and conditions contained in this Agreement for the Rental Period whether or not subsequent agreements are executed by Renter.

1. Definitions.

a.    “Additional Authorized Drivers” means any driver, who is, as a matter of law, deemed an authorized driver.   
b.     “Company Hub” means the Company offices located at 350 Rhode Island Street, San Francisco, CA 94103.
c.     “Drop Off Location” means the location designated on the Rental Confirmation Email as the location where Renter shall return the Vehicle at the end of the Rental Period.
d.    “Permanent Equipment” means all equipment that is issued to the Renter with the Vehicle with the exception of any Optional Equipment as identified in the Vehicle’s Reference Information.  
e.    “Information” has the meaning set forth in Section 9(a) below. 
f.    “Membership Agreement” means the agreement separately entered into by Renter and Company for the purposes of permitting Renter to rent cars from Company, including, in particular, the Vehicle.  The terms and conditions of the Membership Agreement are incorporated by reference into this Agreement as if set forth fully herein.  All terms within this Agreement not specifically defined herein shall use the definition set forth in the Membership Agreement.    
g.    “Mileage Fee” means the fees charged to Renter and identified on the Rental Confirmation Email for any mileage on the Vehicle over and above the number of included free miles.
h.     “Optional Accessories” means any and all items requested by Renter and provided by Company.  The Company may provide confirmation of rental of these items in any practical manner, including but not limited to, listing them on the Rental Confirmation Email or sending the Renter a separate email identifying the equipment.
i.    “Optional Protection” means any and all items identified as such on the Rental Confirmation Email and accepted by Renter, including, but not limited to, Loss Damage Waiver and Supplemental Liability Insurance.
j.    “Payment Card” means the credit or other payment card of Renter identified on the Renter’s membership Profile .
k.     “Pick Up Location” means the location designated on the Rental Confirmation Email as the location where Audi on demand shall deliver the Vehicle, and the Renter pick up the vehicle, at the beginning of the Rental Period.
l.    “Rental Confirmation Email” means the email(s) sent to Renter by the Company whenever Renter confirms a reservation.
m.    “Rental Period” means the period of time between the time the Company makes the Vehicle available to Renter and the time when Renter is obligated to return possession of the Vehicle to the Company, as identified on the Rental Confirmation Email.
n.    “Rental Rate” means the total daily fees charged by Company for rental of the Vehicle, as identified on the Rental Confirmation Email.  
o.     “Renter” means you, the person or entity identified as the renter of the Vehicle on the Rental Confirmation Email.
p.    “Renter’s Personal Insurance” means a personal insurance policy (or multiple policies) that are maintained by the Renter excluding any insurance purchased by Renter in conjunction with this rental transaction.
q.    “Reference Information” means any and all documents provided by Company to Renter whether by electronic or paper means and whether by direct delivery, by posting on the Audi on demand website, by leaving the information within the Vehicle at the beginning of the Rental Period, or by any other delivery mechanism, which identifies the Vehicle’s Permanent Equipment, proper usage guidelines, and other general information for the safe and proper handling of the Vehicle. including, but not limited to, the Start Guide, Frequently Asked Questions documents, and the Vehicle’s Owner’s Manual.
r.    “Taxes, Fees and Assessments” means the levied amounts identified as such on the Rental Confirmation Email.
s.     “Tollpass Service” means a FasTrack toll tag device that keeps track of tolls incurred by the Vehicle within California.
t.    “Total Rental Estimate” means the sum of the Total Rental Rate, total Taxes, Fees and Assessments, total Optional Protections, and total Optional Accessories.
u.     “Total Rental Rate” means the Rental Rate multiplied by number of days in the Rental Period, as indicated on the Rental Confirmation Email.
v.    “Unreplaced Fuel Charge” shall mean the charge per gallon to refill the Vehicle’s fuel tank if returned with less than a full tank plus the cost per gallon for fuel identified in the Rental Confirmation Email.
w.    “Vehicle” means the vehicle, and any Permanent Equipment identified on the Rental Confirmation Email as “Your Audi”.  
x.    “Vehicle Recovery Fee” means the charge for returning a vehicle to a location other than the Drop Off Location, which is calculated as the greater of $100 or $.50 per mile multiplied by the number of miles between the return and Drop Off Location.

2. Renter’s Limited Right To Use Vehicle.

a.    Permitted Use.  Company grants Renter a limited right to use the Vehicle and Optional Accessories during the Rental Period.  
b.    Limitations On Use.  Renter’s right to use the Vehicle is limited as follows:
(1)    Vehicle shall not be driven by any person other than Renter and Additional Authorized Drivers.  Further, Renter shall not transfer or assign this Agreement or sublease this Vehicle.
(2)    Vehicle shall not be used for transporting persons or property for hire, as a common carrier, or for driver training.
(3)    Vehicle shall not be used for any illegal purpose or in an unsafe manner, including without limitation, to participate in a speed contest, using the Vehicle, in any manner, on a race track; transporting a number of passengers in excess of the available number of seat belts, passengers outside the passenger compartment, loads in excess of the Vehicle’s Gross Vehicle Weight Rating, or loads consisting of hazardous materials or pollutants; or operating, or permitting an Additional Authorized Driver to operate, the Vehicle while impaired by the use of narcotics, alcohol, intoxicants, or drugs used with or without a prescription; towing or pushing anything.
(4)    Vehicle shall not be modified, including, but not limited to, removing any seats from Vehicle.
(5)    Vehicle shall not be operated off-road or on unpaved roads.
(6)    Vehicle shall not be operated by any person who provided false information to Company.
(7)    Vehicle shall not be operated by any person who does not have a valid driver’s license or satisfy applicable financial responsibility laws.  
(8)    Vehicle shall not be operated outside the continental United States including, without limitation, Mexico.
(Collectively, the above items (1) through (8) shall be referred to as “Prohibited Uses”.)
c.    Company’s Right To Terminate.  
(1)    Early Termination Right.  Company shall have the unilateral right to terminate this Agreement immediately if:
(a)    Any Prohibited Use occurs, regardless of fault of the Renter; or  
(b)    Renter violates any term of this Agreement or the Membership Agreement.
(2)    Company’s Remedies.  Company’s exercise of its Early Termination right shall not limit Company’s exercise of any other right or remedy provided by law or this Agreement.  Company has the right to seize Vehicle without legal process or notice to the Renter or any Additional Authorized Driver.  Renter waives all claims for damages connected with such seizure, including loss or damage to contents, and shall pay all expenses incurred by company in returning Vehicle to the original rental office.
(3)    Unpermitted Holdover.  If Renter or any Additional Authorized Driver continues to operate the Vehicle after the right to do so is terminated, Company has the right to notify the police that the Vehicle has been stolen.  Renter and Additional Authorized Drivers hereby release and discharge Company from, and agree to indemnify, defend and hold the Company harmless against any liability arising from such notice.

3. Vehicle Ownership.

Renter acknowledges and agrees that Vehicle and any Optional Accessories are, by ownership, beneficial interest or lease, property of Company, even if owned , registered or titled to a third party.

4. Renter’s Obligations.

a.    Vehicle Condition.  
(1)    Renter agrees that Renter received the Vehicle and any Optional Accessories in good physical and mechanical condition.  
(2)    RENTER AGREES THAT RENTER IS RENTING VEHICLE AND ANY OPTIONAL ACCESSORIES “AS IS” AND HAS HAD AN ADEQUATE OPPORTUNITY TO INSPECT THE VEHICLE AND ANY OPTIONAL ACCESSORIES BEFORE TAKING POSSESSION OF VEHICLE.  COMPANY EXCLUDES ALL WARRANTIES, BOTH EXPRESS AND IMPLIED, WITH RESPECT TO THE VEHICLE AND ANY OPTIONAL ACCESSORIES INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.  
(3)    Renter agrees to return the Vehicle and any Optional Accessories with the same five tires delivered to Renter by Company on or before the return date or upon demand by Company in the same condition as received, ordinary wear and tear excepted.  
(4)    Renter agrees not to alter Vehicle or any Optional Accessories.  
(5)    Renter agrees to immediately notify Company if Vehicle or any Optional Accessories cease to operate properly.
(6)    Renter shall not have Vehicle or Optional Accessories repaired without permission from the Company.  
(7)    Renter agrees to maintain the Vehicle in a manner consistent with the guidelines contained in the Reference Information, including, but not limited to, using the proper type of fuel.
b.    Payment.
(1)    Renter agrees to pay Company the amounts set forth in the Rental Confirmation Email as follows:
(a)    The Total Rental Estimate for the entire Rental Period;
(b)    The Mileage Fee;
(c)    Unreplaced Fuel Charge; and
(d)    The Daily Rental Rate times the number of days during which you retain possession of the Vehicle in excess of the Rental Period, in full, twenty-four increments.
(2)    Renter further agrees to pay the Company for the following items:
(a)    Losses due to physical damage to the Vehicle or theft, including all related costs, including, but not limited to charges for towing, storage, impound, administrative charges for appraisal, and other expenses incident to the damage incurred to the Vehicle or the repairs thereof.  The Company will set off against amounts owed by Renter the proceeds of any salvage sale, if applicable.
(b)    Cleaning fees, if any occupant smoked while inside the Vehicle.  Charges will include cost of cleaning, as well as the daily rental rate multiplied by the number of days the Vehicle is unavailable for rental due to the cleaning process.
(c)    All fees, costs, and attorneys’ fees for legal violations, parking,  towing or storage related to operation of the Vehicle by Renter, including administrative fees up to $150 per incident for processing payment of any fines, costs or attorneys fees set forth above.
(d)    All expenses incurred by Company in the collection of amounts due Company under this Agreement or in regaining possession of Vehicle or in enforcing any term or condition of this Agreement, including, without limitation, Company’s administrative fees, any lawfully allowed penalty fees for declined credit card charges, and any other costs or expenses incurred by Company including reasonable attorneys fees and disbursements.
(e)    Costs to replace Optional Accessories or Permanent Equipment not returned in good working condition by Renter at the end of the Rental Period.
(f)    Tolls not within the Bay Area FasTrak system.  Bay Area FasTrak toll fees are included in the Total Rental Rate . Each vehicle is equipped with a FasTrak toll tag that keeps track of tolls on all Bay Area bridges and Express Lanes. You are responsible to pay tolls not covered by FasTrak. Check www.bayareafastrak.org for the exact geographic area of coverage.
(g)    Vehicle Recovery Fee.
(3)    Renter authorizes Company to charge Renter’s Payment Card all amounts owed under this Agreement including for any amounts owed by third parties to whom a bill was directed if the third party refuses to make payment.  Further, Renter authorizes Company to place a hold on Renter’s Payment Card for any amount up to the Total Rental Estimate twenty-four (24) hours prior to the beginning of the Rental Period.
(4)    Renter’s failure to pick up the Vehicle does not relieve Renter of obligation to pay for the entire Total Rental Estimate.
(5)    Renter authorizes Company to verify and/or obtain through credit agencies or other sources renter’s personal credit and/or insurance information.
c.    Indemnification.  Renter shall defend, indemnify and hold Company harmless from all losses, liabilities, damages, injuries, claims, demands, costs, attorney fees and other expenses incurred by Company arising out of any transaction or occurrence related in any manner to this Agreement, or from the use of Vehicle or Optional Accessories by any person, including claims of, or liabilities to third parties.  Renter may present a claim to Renter’s insurance carrier for such events or losses, but in any event, Renter shall have final responsibility to Company for all such losses.  
d.    Compliance With Laws.  Renter agrees to comply with all relevant laws, including, but not limited, to financial responsibility, licensing, and other laws under the California Vehicle Code.
e.    Loss Damage Waiver.
(1)    A Loss Damage Waiver is not insurance and is not required in order to rent the Vehicle.
(2)    Renter may purchase an optional Loss Damage Waiver from Company at an additional fee.  If renter purchases a Loss Damage Waiver, Company waives Renter’s liability for damage to, loss, or theft of, the Vehicle and related costs regardless of fault or negligence.  The  Loss Damage Waiver shall not apply to the following damages:
(a)    Lost keys, near field communications cards (a/k/a key card), key holes, transponders or Optional Accessories;  
(b)    Damage arising out of Prohibited Uses;
(c)    Without derogating from the generality of the foregoing, damage occurring while the Vehicle is being operated outside the continental United States in violation of this Agreement including, without limitation, operations in Mexico;
(d)    Damage caused by criminal, intentional, wanton or reckless actions of the Renter or any Additional Authorized Driver.
(e)    Damages to or theft of the Vehicle’s interior components if resulting while Vehicle was unlocked or keys were not secured;
(f)    Damages related to any events where Renter or any Additional Authorized Driver failed or refused to cooperate with the Company or law enforcement, including, but not limited to, failing to, within twenty-four hours of discovery the damage, fully report an accident or vandalism involving the Vehicle or file a policy report, or failing to cooperate with an investigation of any accident or vandalism.
f.    Optional Protection.
(1)    THE PURCHASE OF SUPPLEMENTAL LIABILITY INSURANCE IS OPTIONAL AND NOT REQUIRED TO RENT A VEHICLE.
(2)    Renter may waive the Supplemental Liability Insurance available through the Company.  If Renter waives the Supplemental Liability Insurance, Renter must provide proof of insurance that meets California financial responsibility requirements.
(3)    Supplemental Liability Insurance is issued through an unaffiliated insurance company authorized to transact insurance in California.
(4)    The terms of the Supplemental Liability Insurance are contained in the Supplemental Liability Insurance Policy.  
(5)    Renter acknowledges that the Company has no financial responsibility for claims under the Supplemental Liability Policy.
g.    Power of Attorney.  Renter grants and appoints the Company a Limited Power of Attorney to present insurance claims of any type to Renter’s insurance carrier and/or credit card company if the Vehicle is damaged, lost, or stolen and if Renter fails to pay for resulting damages; or any liability claims against the Company arising in connection with this Agreement and Renter fails to defend, indemnify and hold the Company harmless from such claims.
h.    Third Party Proceeds.  If a third party, including, without limitation, an insurance company, authorizes payment of any amount owed by Renter under this Agreement, Renter hereby assigns to the Company Renter’s right to receive such payment.  Only those amounts actually paid by a third party to the Company shall reduce the amount owed by Renter under this Agreement.

5. Company’s Obligations.

a.    Insurance.  The Company complies with all California financial responsibility laws through the purchase of insurance or other legally permissible means.  The Company does not extend any such liability insurance or benefits to Renter, Additional Authorized Drivers, or any other third parties.  The Company does not provide medical payment coverage or uninsured/underinsured motorist protection.
b.    Condition of Vehicle.  RENTER IS RENTING VEHICLE AND ANY OPTIONAL ACCESSORIES “AS IS” AND HAS INSPECTED THE VEHICLE AND ANY OPTIONAL ACCESSORIES BEFORE TAKING POSSESSION OF THE VEHICLE. THE COMPANY EXCLUDES ALL WARRANTIES, BOTH EXPRESS AND IMPLIED, WITH RESPECT TO THE VEHICLE AND ANY OPTIONAL ACCESSORIES, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSES.
c.    Renter’s Waiver of Statutory Requirements.  Renter desires to streamline the rental process, and in exchange for this convenience, waives any duty Company may have to provide a hard copy loss damage waiver form in the Vehicle at the time of rental pursuant to under § 1936(t).

6. Liability.

a.    Company’s Liability.  The Company is not responsible for any damage or loss due to theft of any personal property during the Rental Period unless Audi on demand has retaken physical possession of the Vehicle.  Renter acknowledges and agrees that no bailment is or shall be created upon the Company, whether actual, constructive or otherwise, for any personal property carried in or left in the Vehicle or at the Company’s premises.
b.    Limitation of Remedy.  If the Company breaches any of its obligations under this Agreement and/or if the Vehicle has any mechanical failure or other failure not caused by Renter or an Additional Authorized Driver, and if the Company is liable under applicable law for such breach or Vehicle failure, the Company’s sole liability to Renter and any Additional Authorized Driver, and Renter’s and any Additional Authorized Driver’s responsibility to Renter is limited to the substitution of another similar Vehicle by the Company and to Recovery by Renter of the pro rata daily Rental Rate for the period in which Renter or the Additional Authorized Drivers did not have use of the Vehicle or a substitute Vehicle.  RENTER AND ALL ADDITIONAL AUTHORIZED DRIVERS WAIVE ALL CLAIMS FOR CONSEQUENTIAL, PUNITIVE, AND INCIDENTAL DAMAGES THAT MIGHT OTHERWISE BE AVAILABLE TO RENTER OR THE ADDITIONAL AUTHORIZED DRIVER, AND SUCH DAMAGES ARE EXCLUDED AND NOT AVAILABLE TO RENTER OR ANY ADDITIONAL AUTHORIZED DRIVER.

7. Accidents and Mechanical Breakdown.

a.    Mechanical breakdown.  Twenty-four hour roadside assistance is free for all inherent mechanical faults (as determined by the Company or an authorized repairer) of the Vehicle.  For all non-mechanical roadside assistance calls including refueling, jump start, tire related incidents, lost access device and access devices locked in the car, a service fee may be charged at the cost incurred by the Company for such damages or roadside assistance.  If the car requires repair or replacement, the decision to supply another car to the user is at the Company’s sole discretion.  
For roadside assistance call:  +1 877-506-AUDI (2834)
b.    Accidents.  Damage to, loss or theft of Vehicle must be immediately reported in writing to the office where the Vehicle was rented, and in no event later than the following business day after the accident.  Renter and any Additional Authorized Driver must immediately deliver to the office where Vehicle was rented every process, pleading or paper relating to any claims, suits or proceedings arising from such accident.  In the event of a claim, suit or legal proceeding, Renter and any Additional Authorized Insurance shall cooperate fully with Company and its representatives. 

8. Privacy and Telematics.

a.    Personally Identifiable Information.  The Company may collect and use personally identifiable data about you in accordance with the Company’s privacy policy.  The privacy policy is available on the Company website and the mobile application, or by calling +1 877-506-AUDI (2834).  Renter accepts the terms of the privacy policy and any revisions thereto.  
b.    Distribution.  Renter agrees that Company may provide information in Company’s possession about Renter and any Additional Authorized Drivers, including, but not limited to, such driver’s name, address, driver’s license and/or Payment Card information to applicable authorities or other third parties, in connection with the Company’s enforcement of its rights under this Agreement.
c.    Telematics.  The Vehicle may be equipped with electronic surveillance (“telematics”) technology.  The Company obtains data from telematics equipment only to the extent permitted by law.

9. Electronic Transactions.

a.    Renter’s Consent.  Renter consents to the Company’s use of electronic records to contract with Renter and provide or make available to Renter information via the Company’s website or visibly referenced by a link contained in the Company’s website and the mobile application, or by email (collectively, “Information”).  This may include Information related to Renters online enrollment or membership in the Company’s rental program, Renter’s rentals, legal notices, and disclosures.  
b.    Withdrawal of consent.  Renter may withdraw consent to the Company’s use of electronic records at any time.  Renter’s withdrawal of consent will be effective the last day of the calendar month that is at least forty days after the Company has received a written letter  mailed to the Company at 350 Rhode Island Street,San Francisco, CA 94103, requesting such withdrawal and providing a mailing address where the Company may send future paper documents in lieu of electronic records.  Renter’s withdrawal shall only be effective prospectively.
c.    Copies of electronic documents.  Renter may request a paper copy of any electronic records relating to this Agreement by written letter to the above address.  The Company reserves the right to charge postage and a handling fee of $1.00 per page provided to Renter, plus $5.00 per request in excess of two requests per any twelve month period.  Delivery of documents is conditioned upon payment in advance by credit card charge authorized by Renter.
d.    Email address.  Renter agrees to provide a valid email address for the purposes of receiving legal and other notices.  Renter may change the email address through the Company’s website or by calling Audi on demand.
e.    Capability.  Renter agrees that by entering into this Agreement and making a reservation for the use of a Vehicle through electronic means, Renter has demonstrated Renter’s ability to access Information in electronic form provided to Renter and on the Company’s website.

10. Arbitration.

a.     Consent to Arbitration. By entering into this Agreement, Renter and the Company 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 THE COMPANY DOES NOT CONSENT TO CLASS ARBITRATIONS.  RENTER SHALL NOT PARTICIPATE IN ANY CLASS ARBITRATION AGAINST COMPANY, EITHER AS A CLASS REPRESENTATIVE OR CLASS MEMBER.  Renter and the Company remain free to bring any issues to the attention of government agencies.
b.     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.
c.     Location. The arbitration will take place in San Francisco, California.
d.     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 Renter can obtain at www.adr.org.
e.     Commencement of Arbitration. Renter or the Company may initiate arbitration in accordance with the procedures identified in Section 10(d) above, including providing a written demand for arbitration to the other.  Notices to Renter will be sent to Renter’s billing address.  Notices to the Company must be sent to 350 Rhode Island Street,San Francisco, CA 94103
f.     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.

11. Miscellaneous.

a.    Renter acknowledges and agrees that Renter and the Company are the only parties to this Agreement.  
b.    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.
c.    All terms and conditions of this Agreement shall be interpreted, construed, and enforced pursuant to the law of the State of California without giving effect to the conflict of laws provisions of California.

Version 1.0