Member agreement

1. DEFINITIONS

In this Member Agreement, including all Schedules referenced herein, (collectively, this “Contract”), the following definitions apply:

1.1 Member: the company that enDrive has accepted as a Member pursuant to the application process described in Section 3 below.
1.2 Rules: all the rules for referrals and recipients of referrals, as well as any other guidelines issued from time to time by enDrive.
1.3 Schedules: the rate schedule available at https://endrive.us/pricing and any other schedule that may be added to this Agreement by enDrive from time to time.
1.4 Platform: collectively, endrive.us.com (the “Website”), the enDrive mobile application (the “App”) and our customer service agent booking process.
1.5 Renter: a person or entity that reserves, through the Platform, the use of a vehicle owned or otherwise possessed by a Member.

2. BASIC TERMS OF USE OF THE SERVICE

2.1 This Contract is an on-line referral subscription contract offered by enDrive, LLC. ("enDrive"), but does not in itself confer any right of use of enDrive's Platform. Rather, once a company becomes a Member as described in Section 3, then the Member may use enDrive’s Platform, to the extent available, in accordance with the terms of this Contract and subject to paying the corresponding fees. A Member may use the Platform solely for the purpose of receiving and managing referrals regarding potential Renters (the “Permitted Purpose”).
2.2 enDrive shall be the owner of the Platform and of any other item it puts at the Member's disposal during the term of this Contract.
2.3 Each Member hereby grants to enDrive a limited, non-exclusive, non-transferrable, non-sublicensable, royalty free and fully paid license to display Member’s logos and other trademarks (collectively, “Trademarks”) solely in connection with the referral services described herein, which license will remain in effect for so long as this Contract is in effect. enDrive will use Member’s Trademarks in accordance with Member’s quality standards as communicated to enDrive in writing and with all applicable laws. Member retains all right, title and interest in and to the Trademarks, and all goodwill arising from the use of such Trademarks shall inure to the sole benefit of Member.
2.4 Member will provide to enDrive complete and accurate information regarding its inventory availability, rental fees, rental policies, and any other information reasonably requested by enDrive in order for enDrive to display Member on the Platform for potential Renters.

3. ELIGIBILITY; REPRESENTATIONS AND WARRANTIES

3.1To be eligible to become a Member, a company must:
- -  Be a licensed car rental operator in the city and state the business operates in.
- -  Deliver to enDrive an executed application, together with the documents requested in the application, which shall be complete, accurate and truthful in all respects.
3.2 Satisfying the eligibility criteria mentioned in Section 3.1 does not automatically give an applicant the right to become an enDrive Member. Acceptance of the applicant's membership is subject to approval by enDrive in its sole discretion. Once enDrive accepts a company’s application, that company becomes a Member.
3.3 Any company that submits an application to become a Member represents and warrants to enDrive that: (a) it has reviewed and understands the content of this Contract, including all Schedules currently in force, and that it has carefully reviewed and understands its commitments and obligations hereunder; (b) it is authorized to enter this Contract and to perform its obligations under this Contract; (c) it is in compliance with, and will as long as this Contract is in effect comply with, all applicable laws; (d) it has all licenses or permits to rent vehicles in all jurisdictions in which Member rents vehicles; and (e) any information regarding Member’s available rental inventory, the terms and conditions of Member’s rental policies, or any other matter that is provided by Member to enDrive or otherwise made available by Member through the Platform will be complete and accurate to the best of Member’s knowledge after diligent inquiry.

4. FEES AND RESPONSIBILITIES OF MEMBER

4.1 The Member promises to pay enDrive any applicable setup fee, commission/referral fee, membership fee, and all other fees as listed in the then-current rate schedule, which Schedule is available at https://endrive.us/pricing (collectively, the “Fees”). Fees are not refundable.
4.2 Within ten (10) days of invoice from enDrive to Member, Member shall pay to enDrive all Fees , as well as any penalties and other costs as provided in the Rules, which Rules are available upon request. enDrive reserves the right to suspend access to the Platform, including any Member account, of a Member that is delinquent in any fees due hereunder until such time as all fees are paid in full.
4.3 For Member accounts with no activity for 12 consecutive months, enDrive will notify the Member of pending inactivation. If the Member does not respond to an inactivation notification, enDrive will cancel the Member’s account within 30 business days.
4.4 The Member will honor all reservations made through the Platform and Member shall fulfill all of its obligations set forth in, and in accordance with Member’s rental terms.
4.5 As between Member and enDrive, Member is solely responsible for determining whether a Renter is eligible to rent and operate a motorized vehicle.

5. WAIVER

5.1 enDrive makes no representation or warranty regarding the fitness of any Renter to operate a vehicle. enDrive is not responsible for any loss of, or damage to, any vehicle or any goods in or on a vehicle arising from a Renter’s acts or omissions with respect to such vehicle or goods, nor is enDrive responsible for any other loss, damage or injury resulting to a Member from a Renter’s use of the Platform.
5.2 enDrive shall not be responsible for any direct, indirect, incidental or consequential damages or injuries arising from the reservation, non-availability, supply, operation or use of a vehicle, even if it has been advised of the possibility of such damages.
5.3 enDrive shall not be responsible for direct, indirect incidental or consequential damage or injuries arising from the use of any vehicle accessories, whether supplied by Member or by a Renter (including without limitation luggage racks, bicycle racks, baby seats, etc.). The Member or Renter is responsible for the safe installation of such accessories and must check the condition of such accessories before each use.
5.4 The Platform, including all information available through the Platform, is provided by enDrive on an "as is," "as available" basis without warranties of any kind, either expressed or implied, other than those imposed by law, including but not limited to, warranties of title or implied warranties of merchantability, satisfactory quality or fitness for a particular purpose. Without limiting the above, no warranty or guarantee is made, and enDrive specifically disclaims any warranty or guarantee, (i) that any Renter will fulfill its obligations to a Member; (ii) that use of the Platform and all software, products or services associated with the Platform will be uninterrupted or error-free; (ii) regarding the revenue or other results that may be obtained from the use of the Platform; (iii) regarding the completeness, accuracy, reliability or quality of any information, content, data, service, advice or merchandise provided or available through the Platform (including errors or other inaccuracies relating to the information and description of the car and other travel products and services displayed on the Platform or the pricing or photographs associated therewith); (iv) regarding the performance or non-performance of the Platform; or (v) that enDrive will continue to support, upgrade or provide any feature of the Platform. You expressly agree that the use of the Platform is at your sole risk.
5.5 If, despite the limitation in this Article 5, enDrive is found liable for any loss or damage which arises out of or in any way connected with the Platform or this Contract, then enDrive’s liabilities will in no event exceed, in the aggregate, the greater of (a) the fees or charges you paid to enDrive in connection with transaction(s) on the Platform in the year before such loss or damage arose, or (b) One-Hundred Dollars (US $100.00). The limitation of liability reflects the allocation of risk between the parties. The limitations specified in this section will survive and apply even if any limited remedy specified in these terms is found to have failed of its essential purpose. The limitations of liability provided in these terms inure to the benefit of the enDrive and its successors and assigns.
5.6 Member will indemnify, defend and hold harmless enDrrive and any of enDrive’s officers, directors, employees and agents from and against any claims, causes of action, demands, recoveries, losses, damages, fines, penalties or other costs or expenses of any kind or nature including but not limited to reasonable legal and accounting fees, brought by third parties and arising in connection with: (a) any breach of this Agreement by Member, including without limitation any breach by Member of Member’s representations and warranties in Section 3.3(b)-(e) and including Member’s confidentiality obligations; (b) any claim that enDrive’s use of the Trademarks constitutes unfair competition or infringes or dilutes the intellectual property rights of any third party; (c) any violation of law by Member; (d) Member’s willful misconduct or gross negligence; (e) any personal injury or damage to property arising from the negligent act or omissions of Member or a Renter; (f) any dispute (i) between Member and a Renter, between Member and a Renter’s representatives or heirs, or between Member and any passenger or driver (whether authorized or unauthorized) of a vehicle rented by Member; or (g) any dispute arising out of or related to (i) Member renting a vehicle to any Renter or (ii) Renter or any other person renting, driving or possessing any vehicle rented by Member.

6. TERMS AND TERMINATION OF THE CONTRACT

6.1 The term of this Contract shall commence upon the acceptance by enDrive of the Member’s completed membership application and the payment by Member of any applicable fees. The term of this Contract shall continue until such time as membership is cancelled in accordance with this Article 6. Membership fees are prepaid and are not refundable.
6.2 Subject to all its other rights and recourses, enDrive may, at any time, upon five (5) days' notice, cancel the Contract if the Member fails to pay any sum due under this Contract or comply with any term or condition specified in the Contract or the Rules. Moreover, enDrive may terminate this Contract or disable the Platform at any time without cause upon thirty (30) days’ notice. The Member may terminate this Contract and all associated memberships at any time upon five (5) days prior written notice to enDrive, but shall remain responsible for any fees, costs or expenses incurred prior to termination of this Contract.
6.3 This Contract shall be automatically and immediately terminated upon written notice by enDrive to the Member if the Member (i) is not paying its debts as such debts generally become due, (ii) becomes insolvent, (iii) files or has filed against it a petition (or other document) under any bankruptcy law or similar law that is unresolved within sixty (60) days of the filing of such petition (or document), (iv) proposes any dissolution, liquidation, composition, financial reorganization or recapitalization with creditors, (v) makes a general assignment or trust mortgage for the benefit of creditors, or (vi) if a receiver, trustee, custodian or similar agent is appointed or takes possession of any of its property or business.
6.4 Upon termination of this Contract, all of the Member's rights to use the Platform and services shall immediately terminate. The Member shall be responsible for and agrees to pay any legal fees, court costs or expenses associated with enforcing the terms of this Contract, 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 enDrive). Additionally, upon termination of this Contract, each party will return or destroy (at the other party’s direction) and Confidential Information (as hereafter defined) then in such party’s possession or control.

7. MISCELLANEOUS PROVISIONS

7.1 The rights granted to the Member under this Contract are not assignable or transferable to third parties, in whole or in part. Any attempt to transfer this Contract without the written consent of enDrive shall be void and of no force and effect.
7.2 No delay or omission by enDrive to exercise any right or power occurring upon any noncompliance or default by the Member with respect to any of the terms of this Contract shall impair any such right or power or be construed to be a waiver thereof. Any waiver by enDrive 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 Contract 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.
7.3 If any term, provision, covenant or condition of this Contract is held invalid or unenforceable for any reason, the remainder of the provisions will continue in full force and effect as if this Contract 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.
7.4 This Contract is governed by the laws in force in the State of Nevada and shall be interpreted according to the internal laws of such state, 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 Nevada. The parties hereby consent to the sole jurisdiction of such courts, agree to accept service of process by mail, and waive any jurisdictional or venue defenses otherwise available.
7.5 enDrive reserves the right to change the terms of this Contract and associated Schedules from time to time and shall forward notice of such changes to the Member in a timely manner. Notice to Members shall be considered given when such notice is indicated and accessible from the first page accessed after the Member log-on or by e-mail to the Member address available to enDrive. If a Member fails to object to such changes within seven (7) days of notification of such new terms, this Contract shall be amended to include such additional or altered terms.
7.6 In the event of conflict, this Contract shall control over the Terms of Use.
7.7 “Confidential Information” means any information that is made available by a party (“Disclosing Party”) to another party (“Receiving Party”) that is identified as confidential by the Disclosing Party or that a reasonable person would understand to be confidential based on the nature of the information or the circumstances of the disclosure. “Confidential Information” shall not include information that: (a) is already known to the Receiving Party without restriction on use or disclosure prior to receipt of such information from the Disclosing Party; (b) is or becomes generally known by the public other than by breach of an Agreement by, or other wrongful act of, the Receiving Party; (c) is developed by the Receiving Party independently of, and without reference to, any Confidential Information of the Disclosing Party; or (d) is received by the Receiving Party from a third party who is not under any obligation to the Disclosing Party to maintain the confidentiality of such information. Each party, as between them, is the exclusive owner of all right, title and interest in and to its Confidential Information. The Receiving Party agrees not to disclose or otherwise make available Confidential Information of the Disclosing Party to any third party without the prior written consent of the Disclosing Party; provided, however, that the Receiving Party may disclose the Confidential Information of the Disclosing Party to its officers, employees, consultants and legal advisors who have been apprised of this restriction and who are themselves bound by nondisclosure obligations at least as restrictive as those set forth in this Contract. The Receiving Party agrees to use the Confidential Information of the Disclosing Party only for the purposes of performing its obligations under this Contract. In the event that the Receiving Party receives a subpoena or other validly issued administrative or judicial process, the Receiving Party shall promptly (i) notify the Disclosing Party (to the extent permitted by law); and (ii) provide the Disclosing Party the opportunity to oppose such request for disclosure. If opposition to the request for disclosure is not successful or is not sought, the Receiving Party may thereafter comply with the subpoena process, but the Receiving Party will limit the disclosure to only the Confidential Information specifically required to be disclosed.
7.8 If Member obtains from the Platform any information that personally identifies an individual or is otherwise deemed personal or sensitive information about an individual under applicable law (“Personal Information”), Member will (a) use such Personal Information solely for the Permitted Purpose; (b) not retain, use or disclose the Personal Information for any purpose other than the Permitted Purpose; and (z) not collect, sell or use Personal Information except as necessary to perform Permitted Purpose.