REACHNOW MOBILITY SERVICES PROGRAM

NON-DISCLOSURE AGREEMENT & MEMBERSHIP AGREEMENT 

 

Non-Disclosure Agreement

Last Updated: 5/07/18

In order to protect certain Confidential Information (as defined below), ReachNow, LLC a Delaware limited liability company, for itself and its subsidiaries and affiliates (all, collectively “ReachNow”), and the undersigned legal entity or individual set forth below, for itself and its subsidiaries and affiliates (all, collectively “Company”), individually referred to as a “Party” and collectively referred to as the “Parties”, agree that:

1. Effective Date. The Effective Date of this Mutual Non-Disclosure and Nonuse Agreement (the “Agreement”) shall be the date that this agreement is agreed upon by the party.  

2. Mutual Agreement. The Agreement shall apply to all Confidential Information disclosed between the Parties.

3. Term. The term of this Agreement shall commence on the Effective Date and remain in full force and effect for a period of three (3) years, unless terminated by either Party by providing written notice to the other Party. The terms and conditions of this Agreement shall survive any such termination for a period of three (3) years with respect to Confidential Information that is disclosed prior to the effective date of termination, except that trade secrets shall be held confidential until such time as they no longer are considered confidential under this Agreement.

4. Confidential Information. For the purposes of this Agreement, “Confidential Information” shall mean: product and roadmap information, marketing plans, business plans, operations plans, financial information, pricing information, customer or vendor lists, customer and vendor data, training manuals, trade secrets, processes, procedures, third party audit reports, contracts, terms, proposals, presentations, plans, protocols, standards, accounts, specifications, formats, documents, records, drawings, samples, sketches, objects, designs, lists, software, hardware, source code, schematics, diagrams, flowcharts, screens, applications, data, know-how, research and development, ideas, inventions, patent disclosures, and any and all other information disclosed from one Party to another that could be reasonably determined to be proprietary or confidential information. Confidential Information may be disclosed between the Parties whether in written, oral, visual, electronic, website-based, or other form including but not limited to Confidential Information directly or indirectly and intentionally or unintentionally acquired during any phone calls, emails, conversations, visits, presentations, or facilities tours.

5. Purpose and Permitted Use. The Parties receiving Confidential Information (each, a “Recipient”) from the other Party disclosing Confidential Information (each, a “Discloser”) will use the Confidential Information only for the purpose of and in connection with the Parties’ business relationship or for the purpose of evaluating a potential business relationship. A Recipient will use at least the same degree of care, but no less than a reasonable degree of care, as the Recipient uses with respect to its own similar information to protect the Confidential Information and to prevent (a) any use of Confidential Information not authorized in this Agreement; (b) dissemination of Confidential Information to any employee, contractor, agent, auditor and/or government regulator of Recipient without a need to know and who are not subject to legally binding obligations of confidentiality no less restrictive than those imposed by this Agreement; (c) communication or other disclosure of Confidential Information to any third party, or (d) publication of any Confidential Information.

6. Return or Destruction of Information. A Recipient, upon Discloser’s written request, will promptly return all Confidential Information received from the Discloser, together with all copies thereof, or certify in writing that all such Confidential Information and copies thereof have been destroyed.

7. Exclusions. This Agreement imposes no obligation upon a Recipient with respect to Confidential Information which (a) the Recipient can demonstrate was already in its possession before receipt from the Discloser; (b) is or becomes publicly available through no fault of the Recipient; (c) is rightfully received by the Recipient from a third party without a duty of confidentiality; (d) is disclosed by the Discloser to a third party without a duty of confidentiality on the third party; (e) is independently developed by the Recipient without a breach of this Agreement; or (f) is disclosed by the Recipient with the Discloser’s prior written approval. If a Recipient believes it is required, or is actually required, by subpoena, court order, or other legal process, to disclose Confidential Information, such disclosure shall not be deemed a violation of this Agreement; provided, the Recipient making any such disclosure agrees to give the Discloser reasonable advance notice (except where such prior notice to Discloser is or would be prohibited by a government regulator or government agency) so that Discloser may contest the disclosure or seek a protective order. The Parties agree that Recipient’s disclosure of Confidential Information as required by law shall not be deemed a violation of this Agreement.

8. Disclaimers. Each Discloser warrants that it has the right to disclose its Confidential Information. No other warranties are made and no responsibility or liability is or will be accepted by either Party as to the accuracy or completeness of the Confidential Information. All Confidential Information is provided “As Is”.

9. No Obligation. This Agreement imposes no obligation on a Party to exchange Confidential Information or to purchase, sell, license, transfer or otherwise make or allow the use of any technology, services or products.

10. Export Compliance. A Recipient will adhere to all applicable United States and foreign export control laws and regulations and will not export or re-export any technical data or products, to any proscribed country listed in the U.S. Export Administration regulations, or foreign national thereof, unless properly authorized by the U.S. Government.

11. Ownership. The Recipient acquires no intellectual property rights in the Confidential Information disclosed by the Discloser under this Agreement except the limited rights necessary to carry out the purpose as set forth in this Agreement. Subject to the obligations of this Agreement, neither Party will be precluded from independently developing technology or pursuing business opportunities similar to those covered by this Agreement. Each Party retains sole discretion to assign or reassign the job responsibilities of its employees.

12. Remedies. Each Party acknowledges that damages for improper disclosure of Confidential Information may be irreparable; therefore, the injured Party may be entitled to seek equitable relief, including injunction and preliminary injunction, in addition to all other remedies available at law or in equity.

13. Governing Law. THIS AGREEMENT IS MADE UNDER, AND WILL BE CONSTRUED ACCORDING TO, THE LAWS OF THE STATE OF WASHINGTON. The Parties irrevocably agree: (i) that exclusive jurisdiction and venue for any and all claims, controversies, disputes, and causes of actions however arising out of or in any way related to this Agreement shall be in the appropriate state or federal court in King County, Washington; (ii) service of process may be made and personal jurisdiction over a Party may be obtained by serving a copy of the Summons and Complaint upon such Party at its address set forth in this Agreement; and (iii) A WAIVER OF TRIAL BY JURY.

14. Severability. If any provision of this Agreement is found to be invalid or unenforceable in whole or in part, the Parties agree the remaining provisions of this Agreement shall remain valid and enforceable to the maximum extent compatible with existing law.

15. Miscellaneous. The obligations and duties imposed by this Agreement with respect to any Confidential Information may be enforced by the Discloser of such Confidential Information against any and all Recipients of such Confidential Information. This Agreement does not create any agency or partnership relationship. This Agreement is for the benefit of, and may only be enforced by, each Party hereto and their respective successors and permitted transferees and assigns, and is not for the benefit of, and may not be enforced by, any third party. This Agreement will not be assignable or transferable by Company without the prior written consent of BMW. All additions or modifications to this Agreement must be made in writing and signed by the Party against whom enforcement is sought. Each Party agrees that electronic signatures will have the same legal effect as original (i.e. ink) signatures and may be used as evidence of execution. This Agreement may be executed in counterparts and a scanned, facsimile, or duplicate copy of this Agreement executed by the parties shall be treated as and/or constitute an original. Each undersigned below warrants and represents that he or she is a duly authorized representative of the legal entity on behalf of which he or she is executing this Agreement.

 

Membership Agreement

Last Updated: 5/07/18

The steps involved in becoming a member and using ReachNow mobility services are listed below:

ReachNow, LLC d/b/a ReachNow (“ReachNow”) provides mobility services (the “Service” or “Services” or “Mobility Services”) including, but not limited to, free-floating car sharing (“Car Sharing”), ride hailing (“Ride Sharing”) and vehicle reservations for longer trips ("Reserve”) in certain cities in the United States by making vehicles (“Vehicle” or “Vehicles”) available to users who meet its membership eligibility criteria and are approved as members. This ReachNow Membership Agreement (the “Agreement”) describes how the membership arrangement works, what will be provided by ReachNow, and ReachNow’s and members’ rights and responsibilities. The steps involved in becoming a member and using the ReachNow free-floating car sharing services are listed below, all using the ReachNow App or ReachNow website:

  • Apply for membership in ReachNow’s free-floating CarSharing program.
  • Approval of membership by ReachNow, subject to meeting its eligibility criteria, initially and on an ongoing basis.
  • Read, understand, agree to and sign, as applicable, the Program Rules (as defined below) available through the App (as defined below) and/or the ReachNow website.
  • Reserve the use of a vehicle (reserving is necessary in order to use or operate a vehicle).

1. Agreement
2. Membership - CarSharing & Reserve
3. Membership - Ride Sharing
4. Rental Sessions
5. Completion ofr Trip or Ride
6. Responsibility for Third Party Fees and Processing Fees
7. Member Behavior
8. Recharging and Refueling
9. Fees, Charges and Payments
10. Insurance and Liability
11. Disclaimers
12. Term; Termination of Membership.
13. Repossession
14. Customer Information and Use of GPS and Telematics
15. Dispute Resolution
16. Miscellaneous
17. Washington Addendum
18. Oregon Addendum
19. New York Addendum

 

1. Agreement.

1.1 Membership Agreement. This ReachNow Mobility Services Membership Agreement (the “Agreement” or “Membership Agreement”) governs the relationship and establishes the rights and responsibilities of ReachNow LLC d/b/a ReachNow (“ReachNow”), as the program owner and operator of, and you (“Member”), as a member of and participant in, the ReachNow Services (the “Service” or the “Services”). The Agreement is effective upon membership. Member agrees to be bound by the terms of the Agreement. The terms of the following documents are incorporated into this Agreement by reference, as in effect from time to time and as applicable to each particular program, city, service and/or feature described in this Agreement ((a) through (f) below are collectively referred to herein as the “Program Rules”): (a) the ReachNow Technology Platform Privacy Policy (the “Privacy Policy”); (b) the ReachNow Technology Platform Mobile Application and Website Terms of Use (the “Terms of Use”); (c) the Parking Guidelines (collectively, the “Parking Guidelines”), (d) the “How it Works” document and/or the terms under the “Help” tab of the App (collectively, the “How it Works”), (e) pricing information (collectively, the “Pricing Terms”), and (f) FAQs (collectively, the “FAQs”). In this Agreement, Member and ReachNow may be referred to together as the “Parties” and individually as a “Party.” The term “App” as used in this Agreement will mean the version of the ReachNow mobile application that is in use by Member from time to time in connection with Member’s use of any or all ReachNow Services.

1.2 Program Rules. The Program Rules will be located on the App (under the “About” menu), on the ReachNow website, or on both the App and the ReachNow website. Member will consult the applicable Program Rules (including the Pricing Terms) applicable to a specific Trip (based on the relevant factors of such Trip including, but not limited to, features chosen for such Trip, such as use of Reserve (as defined below), prior to each Trip..

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2. Membership - CarSharing & Reserve.

2.1 Car Sharing Vehicles. ReachNow will make vehicles (“Car Sharing Vehicles” or “Car Sharing Vehicle”), available to Member for use in car sharing, including Reserve, transportation (“Car Sharing”) as provided in this Agreement. Member may use and operate a Car Sharing Vehicle only on the terms of this Agreement and will not have or acquire any other right, title or interest in or to a Car Sharing Vehicle. ReachNow does not guarantee the use of a particular Car Sharing Vehicle or that a Car Sharing Vehicle will be available for Member’s use at any given time, and ReachNow may remove a Car Sharing Vehicle from use at any time in its sole discretion.

2.2 ReachNow reserves the right and has sole discretion to reject, suspend or terminate a Member’s membership for any reason.

2.3 Membership Eligibility.  To be eligible as a member of ReachNow Car Sharing, a person must meet, as determined by ReachNow in its sole discretion, ReachNow Car Sharing member eligibility criteria listed below (“Membership Criteria”) at the time of application and at all times thereafter:

(a) If Member received approval of membership in ReachNow CarSharing from ReachNow prior to April 16, 2018, Member must:

  1. Possess a valid U.S. driver’s license and have a minimum of two (2) years of driving history;
  2. Be at least eighteen (18) years of age; 
  3. Have a clean driving record (as determined by ReachNow in its sole discretion) which means that at minimum having none of the following:
    1. any major violations in the past three (3) years;
    2. any alcohol or drug related incidents in the past seven (7) years; and
    3.  more than two (2) minor violations in the past three (3) years; and
    4.  more than one (1) accident in the past three (3) years. 

(b) If Member applies for approval of membership in ReachNow CarSharing from ReachNow on or after April 16, 2018, Member must:

  1. Possess a valid U.S. driver’s license and have a minimum of two (2) years of driving history;
  2. Be at least eighteen (18) years of age, if applying for membership to use Vehicles in Brooklyn, New York, and at least twenty-one (21) years of age, if applying for membership to use Vehicles in Seattle, Washington or Portland, Oregon; and 
  3. Have a clean driving record (as determined by ReachNow in its sole discretion) which means that at minimum having none of the following:
    1. any major violations in the past three (3) years;
    2. any alcohol or drug related incidents in the past seven (7) years; and
    3.  more than two (2) minor violations in the past three (3) years; and
    4.  more than one (1) accident in the past three (3) years. 

(c) Prior to holding or operating a Car Sharing Vehicle, Member must have completed a membership application and received approval of membership in ReachNow Car Sharing from ReachNow. As part of the application process, Member will provide a valid U.S. driver’s license to ReachNow and provide any other information requested by ReachNow to verify Member’s identity, driving record and compliance with the Car Sharing Membership Criteria applicable to Member. Member represents that he or she meets and will continue to meet the Car Sharing Membership Criteria applicable to Member during the term of this Agreement (as provided in Section 12) and that he or she will report any change in his or her compliance with the Car Sharing Membership Criteria to ReachNow as soon as practicable, but no more than twenty-four (24) hours after such change.

(d) Member authorizes ReachNow to obtain a Driver Record Check on Member. A “Driver Record Check” means an investigation by ReachNow (either by itself or through a third party appointed by ReachNow) into Member’s motor vehicle reports (“MVRs”) of any state in which Member has been licensed including, but not limited to, information on Member’s driver’s license history, any suspensions, revocations or cancellations, and any citations, violations, points or convictions, which may be conducted initially as part of the membership application process and annually thereafter. Member consents to the results of such investigation being used to help make a determination regarding whether ReachNow approves Member to participate in ReachNow Car Sharing, and Member agrees to honestly and fully answer any additional or follow up questions ReachNow may have connected to the Driver Record Check. This Agreement will serve as Member’s signed, written consent to order MVRs. ReachNow, in its sole discretion, may deny or revoke membership in ReachNow Car Sharing or terminate this Agreement if any Driver Record Check shows that Member fails to meet the Car Sharing Membership Criteria. A Member that loses membership in ReachNow Car Sharing may still be eligible to be a Member in ReachNow RideSharing.

(e) ReachNow membership is not guaranteed.  Approval, denial, suspension, and/or termination of one's membership is at ReachNow's sole discretion. 

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3. Membership – Ride Sharing.

3.1 Ride Sharing Vehicles.  ReachNow will make vehicles (“Ride Sharing Vehicles” or “Ride Sharing Vehicle”), available to Member for use in ride sharing transportation (“Ride Sharing”) as provided in this Agreement. Member may ride in a Ride Sharing Vehicle only on the terms of this Agreement and will not have or acquire any other right, title or interest in or to a Ride Sharing Vehicle. ReachNow does not guarantee that it will accept a particular Ride Sharing request or that a Ride Sharing Vehicle or Driver will be available for Member’s use at any given time, and ReachNow may remove a Ride Sharing Vehicle from use at any time in its sole discretion. ReachNow reserves the right and has sole discretion to reject, suspend or terminate a Member’s membership for any reason.

3.2 Membership Eligibility.

(a) To be eligible as a Member of ReachNow Ride Sharing, a person must meet ReachNow Ride Sharing’s member eligibility criteria listed below (“Ride Sharing Membership Criteria”) at the time of application and at all times thereafter. ReachNow reserves the right and has sole discretion to change or enact additional eligibility criteria at any time.

  1. Being at least eighteen (18) years of age

(b) Prior to using a Ride Sharing Vehicle, Member must have completed a membership application and received approval of membership in ReachNow Ride Sharing from ReachNow.  As part of the application process, Member will provide any information requested by ReachNow to verify Member’s identity and compliance with the Ride Sharing Membership Criteria.  Member represents that he or she meets and will continue to meet the Ride Sharing Membership Criteria during the term of this Agreement (as provided in Section 12) and that he or she will report any change in his or her compliance with the Ride Sharing Membership Criteria to ReachNow as soon as practicable, but no more than twenty-four (24) hours after such change.

(c) ReachNow, in its sole discretion, may deny or revoke membership in ReachNow Ride Sharing or terminate this Agreement if Member fails to meet the Ride Sharing Membership Criteria.

(d) ReachNow membership is not guaranteed. Approval, denial, suspension, and/or termination of one’s membership is at ReachNow’s sole discretion.

3.3 Requesting, Completing and Cancelling a Ride.

(a) Member will request each ride (“Ride”) through the App, or other channels as provided by ReachNow, (a “Ride Request”). Rides are only available during the timeframes provided in the FAQs. Member will enter the pickup location at which the Member desires the Ride to begin (the “Pickup Location”). The Pickup Location must be within the “pickup area” as described in the FAQs (the “Ride Service Area”). ReachNow will comply with all regulations regarding pickup and drop off locations. The Ride must end in a permissible location or locations as described in the FAQs (the “Drop off Location”). ReachNow does not guarantee that the Member and any passengers will be picked up at the Pickup Location or dropped off at the Drop off Location at any particular time, as riding time may differ from Ride to Ride based on traffic, road, and other conditions. Member and passengers will only exit a Ride Sharing Vehicle if it is safe to do so and will exercise caution and good judgement when opening Ride Sharing Vehicle doors or existing the Ride Sharing Vehicle.

(b) After a Member submits a Ride Request, ReachNow may accept such Ride Request and provide the expected arrival time of the Driver and Ride Sharing Vehicle (the “Estimated Pickup Time”). If the Ride Request is accepted by ReachNow, the Driver for such Ride will be dispatched to the Pickup Location. The dispatch time will be determined in ReachNow’s sole discretion and the Estimated Pickup Time or Pickup Location is not guaranteed. If Member is not present at the Pickup Location within the specified time period as described in the FAQs after the Estimated Pickup Time, ReachNow reserves the right to cancel the Ride.

(c) If the “Scheduled Ride” feature is available, a Member may make a Ride Request for a specified date and time. If the Ride Request is accepted, the Driver and Ride Sharing Vehicle will be dispatched in time to reach the Pickup Location at the requested date and time. The dispatch time will be determined in ReachNow’s sole discretion.

(d) If a Member cancels a Ride Request for a Ride after the Ride Request was made, ReachNow reserves the right to assess a cancellation fee against the Member as described in the Pricing Terms.

(e) Member completing a Ride Request must be present at the time of pickup and at the Pickup Location but is not required to be in the Ride Sharing Vehicle during the Ride. Member assumes all liability for any non-Member using Ride Sharing as provided in Section 11. Any non-Member using Ride Sharing without the Member present during the Ride must be at least 18 years old.

3.4 Wheelchair Accessible Rides; Driver Assistance

(a) The Ride Sharing Vehicles are not wheelchair accessible. If Member requires a wheelchair accessible vehicle for a Ride, Member will indicate such need via the App or by calling Member Support and will use the contact information provided by ReachNow in the FAQs, the App, or from Member Support to connect with a provider of rides who offers wheelchair accessible vehicles. Rides provided by a provider of wheelchair accessible vehicles will be governed by the terms and conditions of such service provider and not by the terms and conditions of this Agreement.

(b) If a disabled or handicapped (as defined in the Seattle Municipal Code) Member requires assistance with folding and/or transporting a wheelchair that can be folded and placed in either the passenger, driver, or trunk compartment of the Ride Sharing Vehicle or if a Member requires assistance with placing into the Ride Sharing Vehicle, removing from a Ride Sharing Vehicle, or transporting, a service animal, groceries, packages or luggage, when accompanied by a Member, the Member will inform the Driver of a Ride, and such Driver will provide reasonable assistance.

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4. Rental Sessions.

Locating an Available Vehicle; Holding a Vehicle. In order to use or operate a Vehicle for a period of time (each a “Trip”), Member will first locate an available Vehicle by using the App, by finding an available Vehicle on the street or by other means made available by ReachNow.

(a) If Member locates an available Car Sharing Vehicle by using the App, Member may hold such Car Sharing Vehicle using the App for a period of time defined by ReachNow as described in the FAQs, (each a “Hold Period”). Member may then access such Car Sharing Vehicle and complete the process using the in-car screen and/or the App in order to start the Car Sharing Vehicle and begin a Trip. If Member does not start the Trip for a Car Sharing Vehicle by the end of the Hold Period, ReachNow may block Member from beginning a Trip in such Car Sharing Vehicle for a period of time defined by ReachNow and described in the FAQs. ReachNow does not guarantee that a hold request made through the App will be accepted by ReachNow or fulfilled for a particular Car Sharing Vehicle. If Member locates an available Car Sharing Vehicle by finding it on the street, Member may proceed to access the Car Sharing Vehicle and complete the process inside such Car Sharing Vehicle.

(b) If Member desires to reserve a Car Sharing Vehicle for a longer Trip that is a defined period of time, then Member may reserve a Car Sharing Vehicle up to thirty (30) days in advance of the start of such Trip using the “Scheduling Tool” feature of the App (the “Reserve Feature”) if the Reserve Feature is available in the App. In order to reserve the use of a Car Sharing Vehicle via the Reserve Feature, Member will be required to enter a time into the App during such reservation process at which the Trip will begin (the “Trip Start Time”) and when the Trip will end (the “Trip End Time”). The Trip duration for Trips reserved through the Reserve Feature must be within the range of one (1) to five (5) whole days using twenty-four (24) hour increments starting from the Trip Start Time, and the Trip Start Time must be at least twenty-four (24) hours after the reservation is made. The Trip Start Time and Trip End Time must be within the permissible “ReachNow Reserve hours” as described in the FAQs. All Trips using the Reserve Feature will be fully charged at the Trip Start Time. Additional fees, violations, etc. may be assessed and charged after the Trip End Time.

(c) Car Sharing Vehicles reserved through the Reserve Feature may be delivered using the ReachNow “Valet” service (“Valet”), if available, by which an agent of ReachNow will deliver the reserved Car Sharing Vehicle to the delivery location Member selects during the reservation process using the Reserve Feature (the “Delivery Location”) at the Trip Start Time . There is no guarantee that the Car Sharing Vehicle will be delivered to the exact Delivery Location. Each Delivery Location and Return Location must be located within the Home Area of the city in which the Trip will begin.

4.2 If Member does not cancel a reservation made through the Reserve Feature in advance as described in the FAQs prior to the Trip Start Time, ReachNow reserves the right to assess a cancellation fee against Member as described in the Pricing Terms. ReachNow Reserves the right to assess a late fee against Member if Member fails to return a Car Sharing Vehicle reserved through the Reserve Feature to the Return Location (and end such Trip) by the Trip End Time. ReachNow does not guarantee that a reservation request made through the Reserve Feature will be accepted by ReachNow or fulfilled for a particular Trip.

4.3 Child Safety Seats

(a) Member is responsible for: (a) determining if a passenger(s) require(s) a child safety seat for a Trip or Ride (including if there is a legal requirement that requires a particular passenger to be transported in a child safety seat for a particular Trip or Ride), and (b) providing and properly installing one or more legally-compliant child safety seats in a Vehicle prior to a Trip or Ride beginning if one or more is required. Member assumes full responsibility for the installation of any child safety seat(s) in a Vehicle including, but not limited to the following: (a) such child safety seat meeting or exceeding (and being installed in compliance with) any applicable legal or regulatory requirements; (b) installing such child safety seat pursuant to the seat manufacturer’s and Vehicle manufacturer’s instructions; (c) placing and buckling a child into such child safety seat pursuant to the seat manufacturer’s instructions; and (d) any and all damage to a Vehicle connected to the installation of a child safety seat into a Vehicle. This provision will survive termination to this Agreement.

(b) Disclaimer of Liability. ReachNow disclaims any and all responsibility for any liability related or connected to the installation of a child safety seat by Member or a passenger into a Vehicle. In addition, ReachNow disclaims any and all responsibility for any injury or liability related or connected to Member’s responsibilities under Section 7.2 herein. This provision will survive termination to this Agreement.

4.4 Member Key Card; Car Sharing Vehicle Access (non-Ride Sharing Services). ReachNow may provide Member with a member key card for access to a Car Sharing Vehicle (the “Member Key Card”). Member may also use the App to access a Car Sharing Vehicle; however, Member should have the Member Key Card available at all times to access a Car Sharing Vehicle (for example if the App does not function optimally). Member may not share the Member Key Card with any other person and will report any loss or damage of the Member Key Card promptly to ReachNow. Member is solely responsible for the cost of replacing the Member Key Card if it is lost or damaged.

4.5 Car Sharing Vehicle Inspection Prior to a Trip (non-Ride Sharing Services). Before accessing a Car Sharing Vehicle, Member will conduct a “walk around check” of the Car Sharing Vehicle exterior and a visual inspection of the Car Sharing Vehicle interior to check for damage, and will report any damage to ReachNow by using the App. If Member is unable to report damage through the App for any reason, Member must report damage to ReachNow by calling member support. Member support may approve or deny the start of a Trip based on its assessment of the damage. If Member fails to report any damage or indicates in the App that no damage was found at the time the Trip is started, ReachNow may charge Member for all costs related to the repair of the Car Sharing Vehicle for damages found after Member’s use of the Car Sharing Vehicle.

4.6 Vehicle Used Outside Home Area. If Car Sharing Vehicle is operated outside the Home Area and the Member experiences any issue with the Car Sharing Vehicle, including but not limited to tire damage and mechanical problems, that make the Car Sharing Vehicle inoperable, Member is required to follow all ReachNow procedures and use ReachNow roadside assistance. Member will be responsible for costs associated with returning the Car Sharing Vehicle to the Home Area including, but not limited to, towing, tire repair or replacement, if ReachNow procedures and roadside assistance are not followed. Member will promptly provide all information in writing to ReachNow pertaining to the condition and location of the Car Sharing Vehicle.

4.7 Trip Length and Radius. The duration of a Trip may not be less than one (1) minute or more than the duration described in the FAQs. Each Trip must begin and end in the “Home Area” which is the area of the city in which a Trip will begin, as shown on the map in the App and the in-car screen. In no event may a Car Sharing Vehicle leave or be operated outside of the United States. ReachNow may impose a fee to the Member, at ReachNow’s sole discretion, if the Car Sharing Vehicle is taken or operated outside the United States. There is a daily mileage cap of the number of miles Member can drive in a Car Sharing Vehicle before additional fees beyond the standard per minute fees or hourly/daily Rate Caps (as described in the Pricing Terms, the “Rate Caps&rdquo and each a “Rate Cap”) will be assessed against Member (the “Daily Mileage Cap”). The Daily Mileage Cap is described in the Pricing Terms. If a Daily Mileage Cap is exceeded on a day during a Trip, Member will incur additional costs beyond the applicable Rate Cap for such Car Sharing Vehicle use.

4.8 Parking. Member will comply at all times with the Parking Guidelines and all applicable municipal or private parking rules in the area in which a Car Sharing Vehicle is parked. Members can park a Car Sharing Vehicle during a Trip without ending a Trip by utilizing the “Park and Come Back” option. However, Member continues to incur Rental Cost charges as described on the Pricing Terms while a Car Sharing Vehicle is parked unless the Trip has been ended. For the avoidance of doubt, if a Car Sharing Vehicle is reserved with the Reserve Feature, the Rental Cost will be the applicable Rate Cap for Car Sharing Vehicles reserved through the Reserve Feature for the number of days between the Trip Start Time and Trip End Time (plus any additional fees for exceeding Daily Mileage Caps, fees for any optional items selected by Member for the Trip, if available, and any fees incurred related to the Trip (such as, but not limited to, fees incurred for failing to lock or secure a Car Sharing Vehicle)), regardless of how long such Car Sharing Vehicle is in the “Park and Come Back” mode during the course of such Trip. ReachNow does not guarantee that the “Park and Come Back” option will be available in all locations.

4.9 Only Member May Operate Car Sharing Vehicle. Only a Member may operate a Car Sharing Vehicle. A Member that did not initiate the Trip may operate the Car Sharing Vehicle only if the Member that did initiate the Trip is a passenger in the Car Sharing Vehicle at all times and both Members are in good standing. If an unauthorized individual operates a Car Sharing Vehicle at any time, all insurance coverage furnished by ReachNow under this Agreement will be void and Member will be responsible for all damages to the Car Sharing Vehicle, person or persons or third party damage. Any Member allowing an unauthorized individual to operate a Car Sharing Vehicle will be in violation of this Agreement.

4.10 Ending a Trip.

(a) Car Sharing Vehicles NOT reserved through the Reserve Feature. Member will end each Trip within the Home Area of the city in which such Trip began. In order to end a Trip, Member will, after safely parking the Car Sharing Vehicle and closing the roof and windows, lock the Car Sharing Vehicle using his or her Member Key Card or the App. If Member does not end the Trip in the Home Area of the city in which such Trip began, ReachNow may charge Member the cost of towing the Car Sharing Vehicle to a location chosen by ReachNow in addition to an administrative fee as described in the Pricing Terms. ReachNow may terminate any Trip in its sole discretion for any reason without prior notice to Member.

(b) Car Sharing Vehicles Reserved through the Reserve Feature. If a Car Sharing Vehicle was reserved through the Reserve Feature, Member will end the Trip at the Trip End Time by safely parking the Car Sharing Vehicle and closing the roof and windows, and locking the Car Sharing Vehicle using his or her Member Key Card or the App. If Member does not end the Trip at the Trip End Time, ReachNow may charge Member a late return fee as described in the Pricing Terms. ReachNow may terminate any Trip in its sole discretion for any reason without prior notice to Member.

4.11 Removal of Personal Items. Member will remove all personal items and possessions from the Vehicle at the end of each Trip or Ride. ReachNow is not responsible for any lost, stolen or damaged property in or from a Vehicle. If Member or any passenger leaves any personal items in a Vehicle after a Trip or Ride has ended, ReachNow may attempt to retrieve the items and return them to Member; however, ReachNow is under no obligation to attempt to retrieve or return such items, and in no event will ReachNow be responsible for any damage to or loss of such items. In addition, ReachNow may charge a fee to Member (in an amount determined by ReachNow in its sole discretion) to attempt to retrieve and return such items.

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5. Completion of Trip or Ride.

5.1 Condition upon Trip or Ride completion. At the end of each Trip or Ride Member will leave the Vehicle in a clean condition (as determined by ReachNow in its sole discretion) including, that at minimum: (a) there is no trash or refuse, and no personal items, left in the Vehicle; and (b) the Vehicle is not soiled or stained. Member will be responsible for all costs related to cleaning a Vehicle if Member returns a Vehicle in an unclean condition.

5.2 No Modifications or Repairs. Member may not make any modifications or repairs to a Vehicle without the prior express written permission of ReachNow. In addition, Member may not remove any decal, sticker, permit, hanging tag or similar item from a Vehicle without the express written permission of ReachNow. Member is responsible for all costs, fees and charges that may be incurred by ReachNow (in its sole discretion) due to any modifications to a Vehicle or removal of any decal, sticker, permit, hanging tag or similar item resulting from Member’s possession of a Vehicle.

5.3 Member May Not Tow Vehicle Without Permission. Member may not tow, instructor authorize towing of, a Vehicle without the prior express written permission of ReachNow. Member is responsible for all costs, fees and charges that may be incurred by ReachNow (as determined by ReachNow in its sole discretion) due to Member towing or coordinating towing for, a Vehicle without ReachNow’s express written permission.

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6. Responsibility for Third Party Fees and Processing Fees.

6. Responsibility for Third Party Fees and Processing Fees. Member is solely responsible for any and all applicable fees, fines, tickets, citations, violations and tolls (including, but not limited to, parking, speeding or criminal offenses or violations) and any resulting or related fines, fees, expenses, penalties or other amounts due incurred during a Trip or Ride (“Third Party Fees”), including, in each case, any applicable taxes related thereto. Member will report any Third Party Fee incurred during Member’s possession of a Vehicle within twenty-four (24) hours. Member will be responsible for payment of all Third Party Fees and may also be charged a reasonable estimation of ReachNow’s cost (or a third party company appointed by ReachNow’s cost) of administering the payment of each Third Party Fee (“Processing Fees”). ReachNow may use third party companies to assist in the recovery of Third Party Fees or Processing Fees. Accordingly, Member authorizes ReachNow to release information regarding Member and Member’s participation in ReachNow Mobility Services including, but not limited to, the credit card or debit card in Member’s name provided to ReachNow (“Payment Method”), to such third party companies for the sole purpose of recovering Third Party Fees or Processing Fees. Processing Fee amounts are subject to change from time to time and without notice. In addition to engaging with third party companies to assist in the recovery of Third Party Fees or Processing Fees, ReachNow may also provide Member’s contact information and Payment Method to any party who assesses a Third Party Fee against Member in order for such party to recover such Third Party Fee from Member directly. This provision will survive termination of this Agreement. ReachNow or a third party company engaged by ReachNow will attempt to notify Member regarding any Third Party Fees incurred by Member within a reasonable period of time from ReachNow being notified of such Third Party Fee(s). Third Party Fees and any related Processing Fees will be charged to Member’s Payment Method contemporaneously with such notification. For the avoidance of doubt, Third Party Fees incurred during a Trip or Ride and related Processing Fees may be charged to the Payment Method within a reasonable period of time after the conclusion of such Trip or Ride and without advance notice. It is Member’s responsibility to ensure ReachNow has a valid email address, phone number and address for the Member. This is the case even if a Vehicle is equipped with a toll responder such as EZ Pass or GoodToGo.

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7. Member Behavior.

7.1 Legal Compliance and General Behavior Requirement. Members and all passengers will operate, engage and interact with the ReachNow Services, Vehicles, Drives, the App in a safe and prudent manner and in compliance with all applicable laws.

7.2 No Vehicle will be used or operated (by Member or by anyone else through an act or omission of Member) as follows:

(a) By anyone, including the Authorized Driver without Member being inside the Vehicle;/li>

(b) To occupy or operate in any manner other than the intended use;

(c) by anyone impaired or under the influence of drugs, alcohol, medication or absorbed elements which may affect his or her ability to drive;

(d) to propel or tow any trailer or other vehicle;

(e) with the installation or use of winter tire chains;

(f) to haul or move anything on the roof of the car, including but not limited to roof racks, bicycle racks and roof boxes unless using equipment installed by ReachNow;

(g) to engage in a speed test, race or contest;

(h) to jump-start any other vehicle;

(i) for purposes of motor sport;

(j) for vehicle tests, driver training or safety exercises;

(k) except in an emergency, upon roads other than paved public highways or paved or suitable graded private roads or driveways or over bridges posted for a maximum weight of three (3) tons or less;

(l) without making a reasonable effort to ensure that all occupants including Member are wearing their seatbelts and ensuring compliance with all applicable seatbelt laws;

(m) for transporting any property deemed hazardous by reason of being flammable, explosive, fissionable or corrosive or any drugs or contraband material;

(n) loaded beyond the manufacturer’s stated passenger capacity;

(o) for carrying passengers other than in the interior of the Vehicle;

(p) for carrying more passengers than there are seatbelts in the Vehicle;

(q) while operating devices that require one or both hands while driving, including, but not limited to, cell phones, mobile computers or devices that allow texting or without following any applicable local laws and regulations relating to mobile phone use;

(r) while wearing any device that limits Member’s ability to hear, see, and otherwise judge driving conditions unless a passenger of the Vehicle;

(s) without following all applicable laws governing headphone use in vehicles;

(t) for independent use as a for-hire vehicle as part of a transportation network company ("TNC”) or for any commercial purposes (including, but not limited to, use of the Vehicle for participation in a ride sharing service) not approved and authorized by ReachNow;

(u) to violate applicable law, commit a crime or participate in any activity that could properly be charged as a crime (such as failing to stop after an accident);

(v) under circumstances where false or fraudulent information was provided to ReachNow and ReachNow would not have rented or provided the Vehicle if ReachNow had instead received true information; 

(w) outside of the United States;

(x) to smoke or vape any substance in;

(y) to transport any animals except for any service animal of Member;

(z) to eat or drink in if such food or beverage may spill in the Vehicle; or

(aa) in any manner or for any use by which the Vehicle may become excessively soiled or by which trash will be left in the Vehicle.

7.3 Specific Prohibited Actions and Omissions (Ride Sharing). No Members or passenger (through an act or omission of Member) will:

(a) access a Vehicle other than at the Pick-up time of a Ride requested through a Ride Request and accepted by ReachNow;

(b) access a Vehicle without a Driver being present in the Vehicle;

(c) interact with a Vehicle or Driver in any manner while engaging in unlawful, unsafe, distracting, discriminatory, discourteous, or lewd behavior;

(d) consume or transport drugs, alcohol, illegal or contraband substances, or property deemed hazardous by reason of being flammable, explosive, fissionable or corrosive in a Vehicle;

(e) ride in a Vehicle without ensuring compliance with all applicable seatbelt and child safety seat laws;

(f) impair a Driver’s ability to safely operate a Vehicle in any way;

(g) hail a Vehicle and/or Driver from the street or schedule, book, or reserve a Ride in any manner other than through a Ride Request;

(h) use a Vehicle to violate applicable law, commit a crime or participate in any other illegal activity;

(i) transport any animals except for any service animal of Member or a passenger; or

(j) interact with a Vehicle in any manner or for any use by which the Vehicle may become excessively soiled or damaged or by which trash will be left in the Vehicle.

7.4 Anything left in the Vehicle may be seized and turned over to the police and not returned to the Member.

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8. Recharging and Refueling.

8.1 Responsibility for Monitoring Sufficiency of Fuel. Member will monitor the sufficiency of Car Sharing Vehicle fuel or electric charge, as applicable, and ReachNow is not responsible if a Car Sharing Vehicle is inoperable due to a lack of fuel or electric charge.

8.2 Cost of Recharging and Refueling Car Sharing Vehicles. ReachNow will reimburse Member costs for recharging and refueling a Car Sharing Vehicle up to a maximum amount, as described in the FAQs, and will reimburse through a ReachNow promotion code. Member is responsible for all other fuel and charging costs. Any such reimbursement will be subject to the requirements and request process as described in the FAQs.

8.3 Member will return the Car Sharing Vehicle with at least enough fuel or electric charge (as applicable) remaining in the Car Sharing Vehicle as is necessary for the Car Sharing Vehicle to travel  minimum distance, as defined in the FAQs. (the “Remaining Fuel”). Member is responsible for the cost of the Remaining Fuel.

8.4 Costs Resulting from Improper Charging or Fueling. Member will follow the instructions contained in the FAQs for recharging or refueling a Car Sharing Vehicle. Member is responsible for any costs related to Member’s: (a) failure to follow the refueling  or recharging process as described in the FAQs, or (b) improper charging or fueling of a Car Sharing Vehicle including, but not limited to, charging a Car Sharing Vehicle with a charging station, fuel device or method that is incompatible with the Car Sharing Vehicle.

8.5 Costs Resulting from Return of Car Sharing Vehicle with Inadequate Fuel. If Member does not return a Car Sharing Vehicle with the amount of fuel or charge required by this Section 8, then Member will be charged a fuel or electric charge surcharge as described in the Pricing Terms. 

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9. Fees, Charges and Payments.

9.1 Sign-Up Fee and Payment Method Preauthorization. ReachNow may require that any person applying for consideration of Membership pay, contemporaneously with the execution of this Agreement, a one-time sign-up fee (“Sign-Up Fee”), plus any applicable taxes. The Sign-Up Fee is not refundable for any reason, even if ReachNow ceases operations or no longer operates in a Home Area. The Sign-Up Fee does not guarantee that any person applying for consideration of Membership will be approved to become a Member and does not guarantee any duration of Membership. The Sign-Up Fee does not cover the cost of any Trip or Ride. In addition, contemporaneously with the execution of this Agreement and separate from the Sign-Up Fee, if any, ReachNow will preauthorize the Payment Method for an amount as described in the Pricing Terms in order to verify that the Payment Method is valid. This preauthorization will cause Member’s credit or funds available through Payment Method to be decreased by the preauthorized amount until the funds or credit are released. It may take several days or longer for Member’s bank or card issuer to make any excess preauthorized credit or funds available again.

9.2 Trip or Ride Cost May Vary; Trip or Ride Prices May Increase or Decrease with Demand; Cancellation Fees. Trip or Ride costs depend on several factors including, but not limited to, the type of Service, Vehicle model rented, the location of such Vehicle, the duration of the Trip or Ride, miles driven during the Trip or Ride, any optional items selected by Member for the Trip or Ride, where available, whether the Vehicle used for such Trip was reserved through the Reserve Feature, where the Trip or Ride was started and ended, and any fees incurred related to the Trip or Ride (such as, but not limited to, fees incurred for failing to lock or secure a Vehicle). In addition, Trip or Ride costs may increase or decrease depending on the level of demand for Vehicles at a particular time. Member will consult the Pricing Terms via the App to obtain current pricing information for each Trip or Ride. The Pricing Terms and the Rental Invoice (defined below) may not be inclusive of all costs and charges for which Member is responsible in connection with this Agreement. For example, Member may incur Third Party Fees or fees related to damage that cannot be anticipated at the time of holding, reserving or hailing a Trip or Ride and thus cannot be listed in the Pricing Terms. A cancellation fee (in an amount as described in the Pricing Terms) may be assessed by ReachNow against Member if Member cancels a Hold, Reservation or Ride Request or an optional service or does not arrive timely to begin a Trip in a Vehicle reserved through the Reserve Feature or for a Ride as requested. Any estimated fares provided for any ReachNow Services will be based on the information provided by the Member and will not be guaranteed.

9.3 Shared Asset Fee. The Vehicles are shared assets provided by ReachNow for community use. As such, both ReachNow and Member have an interest in maintaining the Vehicles in a clean and roadworthy condition, and ReachNow may assess a per-Trip or Ride (“Shared Asset Fee”) in the amount shown on the Pricing Terms available to Member.

9.4 Pre-Authorization and Invoice. After Member has completed a hold, reservation or Ride Sharing request, ReachNow will preauthorize the Payment Method for an amount as described in the Pricing Terms. Each preauthorization will cause Member’s credit or funds available through Payment Method to be decreased by the preauthorized amount for the duration of the applicable Trip or Ride and until any excess funds or credit are released. After the end of each Trip or Ride (which will be the End Trip Time for Trips with Car Sharing Vehicles reserved through the Reserve Feature), the cost of using the Vehicle for the duration of the Trip or Ride (including cost for driving minutes used, Park and Come Back (as defined in the Pricing Terms) minutes used, and miles driven), the Shared Asset Fee (if any), and any applicable taxes and add-ons (the “Service Cost”) will be charged to Payment Method. An invoice showing the Service Cost will be available through the App (each a “Service Invoice”). Contemporaneously with the issuance of the Service Invoice, any excess preauthorized funds will be released. It may take several days or longer for Member’s bank or card issuer to make any excess preauthorized credit or funds available again. The actual Service Cost may exceed the preauthorized amount due to factors such as the actual length of time of the Trip or Ride or the actual miles driven. The charges shown on each Service Invoice are subject to ReachNow’s review and recalculation. Member will pay any undercharges and will receive a refund for any overcharges. ReachNow will invoice Member for additional amounts due (such as for damage or parking violations) separately from the Service Invoice. For the avoidance of doubt, for Trips in Car Sharing Vehicles reserved through the Reserve Feature, a “Trip” is considered the entire duration of time between the Trip Start Time and Trip End Time (even if Member never accesses or operates the Car Sharing Vehicle), and the Service Cost of renting a Car Sharing Vehicle reserved through the Reserve Feature will include (but is not limited to): (a) the rate listed in the Program Rules applicable to Car Sharing Vehicles reserved through the Reserve Feature for the number of days between the Trip Start Time and Trip End Time, (b) an additional fee for miles driven beyond the Daily Mileage Cap applicable to Car Sharing Vehicles reserved through the Reserve Feature as listed in the Program Rules (if any), and (c) the Shared Asset Fee.

9.5 Member’s Responsibility for All Amounts Due. In addition to the Service Cost, Member is responsible for paying all other amounts due described in this Agreement including, but not limited to, Third Party Fees, any applicable amounts listed in the Pricing Terms, and all amounts for which Member is responsible in the case of damage, loss, bodily injury or third party claims as described in Section 10. If Member does not timely pay any amount for which Member is responsible, ReachNow may terminate this Agreement as provided in Section 12 and ReachNow may engage with collection services and / or report outstanding bad debt to agencies such as a credit bureau. This provision (and all of Section 9) will survive termination of this Agreement.

9.6 Method of Payment. Subject to applicable law, by entering into this Agreement Member authorizes ReachNow (or a third party appointed by ReachNow pursuant to Section 6 or Section 9.8) to charge all amounts due under this Agreement to the Payment Method. Member is responsible for any credit card or debit card declination fees. Prepaid cards may not be used for payment. This provision will survive termination of this Agreement.

9.7 Late Payment Fee. All amounts due under this Agreement will be due immediately once incurred and Member agrees to pay all amounts promptly when they are due. If any amount due under this Agreement is not paid within thirty (30) days after the due date for payment, ReachNow may charge a late fee of the lesser of five percent (5%) of the late payment or the highest amount permitted by applicable law, which is a reasonable estimate of ReachNow’s costs in administering such late payment including any collections costs which include, but are not limited to, insufficient funds fees, reasonable attorney’s fees, and all court costs. This provision will survive termination of this Agreement.

9.8 Third Party Collection. Member agrees that ReachNow or any third party collection company whom ReachNow may appoint may access the personal information provided to ReachNow by Member (including but not limited to the Payment Method) in order to collect on any fees or any other amounts due under this Agreement that are not paid within thirty (30) days after the date due for payment and that ReachNow may provide such third party collection agents with any information regarding fees or any other amounts for which Member is responsible and any other information that ReachNow may determine is necessary in ReachNow’s sole discretion. This provision will survive termination of this Agreement.

9.9 Tips. Member is not required to tip a Driver in connection with a Ride. Drivers will not request tips.

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10. Insurance and Liability.

10.1 Member’s Responsibility. To the extent permitted by applicable law, ReachNow reserves the right to hold Member fully responsible for all damage, loss, claims and liability arising from Member’s or Authorized Driver’s use or possession of a Vehicle, including, but not limited to: (a) physical or mechanical damage, (b) loss due to theft, (c) physical damage resulting from vandalism, (d) bodily injury of Member, Authorized Driver or a third party, (e) third party claims, (f) actual charges for towing, storage and impound fees paid by ReachNow, (g) administrative charges including the cost of appraisal and other costs and expenses incident to the damage or loss, and (h) if applicable, Diminished Value and Lost Revenue described in Section 17. ReachNow will maintain insurance coverage in the amount of the applicable state motor vehicle minimum financial responsibility requirements covering Member’s or Authorized Driver’s use of a Vehicle, subject to certain exclusions and limitations as provided below and in the applicable insurance policies. The insurance coverage maintained by ReachNow may not be adequate to fully cover Member’s liability and may be secondary to an insurance a Member carries. In addition, insurance laws may vary from state to state, and ReachNow recommends that Member consults with his or her insurance agent before becoming a Member of ReachNow. Member is encouraged to obtain personal insurance coverage that covers Member’s liability.

10.2 Exclusions and Limitations. To the extent permitted by applicable law, the exclusions from insurance provided by ReachNow may include, but are not limited to: (a) damage to a Vehicle, (b) losses arising from: (1) Member’s or Authorized Driver’s criminal, willful or grossly negligent action or omission in the operation of a Vehicle or in connection with participation in ReachNow, or (2) the use of a Vehicle in Member’s possession in violation of this Agreement or the Program Rules, or (c) any person’s lost, stolen or damaged property in or from a Vehicle.

10.3 Indemnity. To the extent permitted by applicable law, Member will defend, indemnify, hold harmless and reimburse ReachNow and its directors, officers, shareholders, employees and agents from and for all damages, losses, costs or expenses, including attorneys’ fees, incurred by any of such parties or paid by any of them to any person in respect of a Member’s liability (the “Indemnification Obligation”). The Indemnification Obligation may differ depending on the state in which Member begins a Trip as described in the state addenda paragraphs beginning in Section 17 below.

10.4 Reporting of Accidents. Member will report the occurrence of any accident, damage or loss, including theft, of a Vehicle while in Member’s possession to ReachNow and to the local law enforcement agency as soon as Member becomes aware of such incident; however, at minimum Member will report any such incident to ReachNow or the police no later than twelve (12) hours after learning of such incident. As part of such report, Member will provide a written description of the incident, photos of all damage and the insurance information of the other parties involved, if applicable. Member will promptly provide a copy of such report to ReachNow. Member will make a reasonable effort to obtain evidence from any witnesses to the incident, if applicable. Failure to report an accident or any damage to ReachNow will be considered a violation of this Agreement and Member may be held responsible for all costs associated with the accident or damage, including but not limited to damage to the Vehicle, person or persons or to third party property.

10.5 Cooperation with Loss Investigation. Member and Authorized Driver agree to fully cooperate in any investigation that ReachNow may choose to conduct, either by itself or through a third party appointed by ReachNow, if a Vehicle is damaged in any way. Member and/or Authorized Driver, as appropriate, will immediately send each request, demand, order, notice, summons or other pleading Member or Authorized Driver receives in connection with any incident involving a Vehicle to ReachNow. Neither Member nor Authorized Driver will assume any obligation, make or commit to make any payment or incur any expense on ReachNow’s behalf without ReachNow’s prior written consent.

10.6 Application of Graves Amendment. The provision of the insurance coverage described in this Agreement does not change the application to ReachNow of federal law protection under the Graves Amendment (49 U.S.C. § 30106) and ReachNow has no vicarious or other liability for Member.

10.7 Survival. This Section 10 will survive termination of this Agreement.

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11. Disclaimers.

11.1 Disclaimer of Warranties. MEMBER TAKES POSSESSION OF and riders and passengers accept the condition of ANY Vehicle and any optional accessories “as is” and ReachNow excludes all warranties, both express and implied, with respect to ANY Vehicle and any optional accessories including any implied warranty of MERCHANTABILITY or fitness for a particular PURPOSE. The foregoing does not affect any warranties which cannot be excluded or limited under applicable law. This provision will survive termination of this Agreement.

11.2 Disclaimer of Liability.  ReachNow IS NOT LIABLE for any and all losses incurred or sustained by, or imposed upon, ReachNow based upon, arising out of, with respect to, or by reason of Member’s, PASSENGER’S or Authorized Driver’s criminal, willful, or grossly negligent action or omission in the operation of a Vehicle or in connection with participation with ReachNow. This provision will survive termination of this Agreement.

11.3 Disclaimer of Responsibility for Personal Property. REACHNOW IS NOT LIABLE FOR ANY PERSON’S LOST, STOLEN, OR DAMAGED PROPERTY IN AND FROM A VEHICLE. This provision will survive termination of this Agreement.

11.4 Disclaimer of Special, Consequential and Other Damages. ReachNow IS NOT LIABLE for any and all indirect, special, punitive, exemplary, loss of income, loss of profits, inconvenience, consequential or other damages sustained as a result of an interruption of services to be furnished by ReachNow.  This provision will survive termination of this Agreement.

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12. Term; Termination of Membership.

12.1 Term.  This Agreement will commence on the date of Member’s E-Signature and will continue in effect for one (1) year, unless earlier terminated as provided herein, and will automatically renew for subsequent periods of one (1) year unless earlier terminated as provided herein.

12.2 Termination.  This Agreement will be terminated as follows:

(a) If Member contacts member support to give ReachNow not less than thirty (30) days’ prior notice and returns the Member Key Card;

(b) Immediately, in ReachNow’s sole discretion, if Member fails to meet the Membership Criteria, fails to abide by the terms of this Agreement (including, but not limited to Member’s failure to pay any of the amounts due under this Agreement by the applicable due date), or operates a Car Sharing Vehicle unsafely, as determined by ReachNow in its sole discretion.

(c) For any other reason, in ReachNow’s sole discretion.

12.3 Effect of Termination.  Upon termination, all rights to use the terminated ReachNow’s Service or Services, including use of a Vehicle, will immediately terminate and Member will immediately return a Car Sharing Vehicle in Member’s possession to ReachNow.

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13. Repossession.

As authorized by applicable law, a breach of this Agreement may result in repossession by ReachNow of a Car Sharing Vehicle and ReachNow may, and is authorized by Member to: (a) report a Car Sharing Vehicle in Member’s possession as stolen to law enforcement authorities for the issuance of warrants for the arrest of Member and any driver of such Car Sharing Vehicle, and/or (b) repossess a Car Sharing Vehicle in Member’s possession with or without notice. Member is responsible for any costs ReachNow incurs in repossessing a Car Sharing Vehicle in Member’s possession. ReachNow may repossess a Car Sharing Vehicle, subject to the terms of this Section 13, by remotely deactivating the Car Sharing Vehicle. This provision will survive termination of this Agreement.

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14. Customer Information and Use of GPS and Telematics.

14.1 Access to Telematics Information by ReachNow and Third Parties. The operation of the ReachNow business and provision of Vehicles is facilitated by tracking. ReachNow has an interest in tracking and locating the whereabouts of each Vehicle and monitoring the level of each Vehicle’s electric charge. Each Vehicle is equipped with GPS tracking systems and other telematics tracking systems and, except as otherwise described in the state addenda paragraphs beginning in Section 17 below, ReachNow, ReachNow’s parent company and ReachNow affiliates may monitor and retain each Vehicle’s location, electric charge status, fuel level, mileage and other Vehicle and driving information at any time. In addition there may be third party operators of the GPS or telematics systems, or affiliates of such third parties who may also have access to the location of each Vehicle or access to other information supplied by the GPS or telematics system in each Vehicle. Member acknowledges and agrees that Member does not have any expectation of privacy while using a Vehicle, including location privacy, route privacy, speed privacy or privacy in a Vehicle’s operational systems.  ReachNow may change the way in which it monitors the Vehicle’s GPS or telematics systems at any time.

14.2 Access to Member and Ride Information by Third Parties. The operation of the ReachNow Ride program is facilitated by the use of Drivers and third party entities who employ the Drivers and assist with functions including, but not limited to, coordinating and scheduling the Drivers. Member acknowledges and agrees that ReachNow has the authority to provide information about a Ride and Member, including, but not limited to, the Pick-up Location, Drop-off Location, and Member contact information on file with ReachNow, to a Driver who will provide a Ride and to any third party engaged by ReachNow to assist in connection with a Ride. This provision will survive termination of this Agreement.

14.3 Anonymous Telematics Information May be Used for Business and Research Purposes. Information gained from GPS and other telematics tracking systems while a Vehicle is in Member’s possession may be retained and used in an anonymous basis by ReachNow, ReachNow’s parent company and ReachNow affiliates for business or research purposes related to improving ReachNow products and services.. This provision will survive termination of this Agreement.

14.4 No Guaranty of Accuracy. The maps, directions and location advice provided by the GPS in each Vehicle may not be accurate and are not guaranteed by ReachNow or any other party. Member and Authorized Drivers should use their common sense and best judgment when operating a Vehicle and should not rely solely on the GPS contained within such Vehicle. Drivers will follow the GPS route guidance received by navigation tools during a Ride.

14.5 Biometric Information. ReachNow or third parties may be given permission to obtain and use biometric identifiers, such as fingerprints, face geometry, etc. to verify member identity. This information will be used to improve the use of ReachNow’s Mobility Services and only in accordance with the law.

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15. Dispute Resolution.

15.1 Arbitration. Any dispute, claim or controversy arising out of or relating to membership in ReachNow Car Sharing, this Agreement or the breach, termination, enforcement, interpretation or validity of this Agreement, including the determination of the scope or applicability of this agreement to arbitrate (a “Dispute”), will be determined by arbitration in the state in which the Home Area is located before a single arbitrator. The arbitration will be administered by the American Arbitration Association (“AAA”) in accordance with AAA Consumer Arbitration Rules. Judgment on the award may be entered in any court having jurisdiction. This provision will not preclude parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction. This Section 15 will survive termination of this Agreement.

15.2 Conduct of Arbitration. The arbitration will be commenced by the claimant party filing a demand for arbitration with the administrator of AAA and serving the demand on the opposing party. Within thirty (30) calendar days of the date the demand for arbitration is filed, the Parties will select an arbitrator by following the AAA Consumer Arbitration Rules’ appointment procedures. Except as may be required by law, neither Party nor the arbitrator may disclose the existence, content or results of any arbitration under this Agreement without the prior written consent of both Parties. The arbitrator’s award will be in writing accompanied by a reasoned opinion and a written statement of the essential findings and conclusions on which the award is based.

15.3 Costs. The arbitrator will determine how the costs and expenses of the arbitration will be allocated between the Parties, and may award attorneys’ fees.

15.4 Limitation of Liability. In any arbitration arising out of or related to this Agreement, the arbitrator may not award any incidental, indirect, or consequential damages, including damages for lost profits or any punitive or exemplary damages.

15.5 Arbitration is on an Individual Basis Only; Class Action Waiver. The parties agree to arbitrate solely on an individual basis, and that this Agreement does not permit class arbitration or any claims brought as a plaintiff or class member in any class or representative arbitration proceeding. The arbitrator may not consolidate more than one person's claims, and may not otherwise preside over any form of a representative or class proceeding. Notwithstanding the arbitrator’s power to rule on his or her own jurisdiction and the validity or enforceability of the agreement to arbitrate, the arbitrator has no power to rule on the validity or enforceability of the agreement to arbitrate solely on an individual basis. In the event the prohibition on class arbitration is deemed invalid or unenforceable, then the remaining portions of this Section 14 will remain in force.

15.6 Applicable Law. This Agreement and the rights of the parties hereunder will be governed by and construed in accordance with the laws of the state in which the Home Area is located, exclusive of conflict or choice of law rules. The Parties acknowledge that this Agreement evidences a transaction involving interstate commerce. Notwithstanding the provision in the preceding paragraph with respect to applicable substantive law, any arbitration conducted pursuant to the terms of this Agreement will be governed by the Federal Arbitration Act (9 U.S.C., Secs. 1-16). 

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16. Miscellaneous.

16.1 Applicable State Laws. To the extent that any provision of this Agreement is contrary to an applicable state law in a state in which Member uses ReachNow Mobility Services, the applicable state law in the state in which Member uses ReachNow Mobility Services will govern, and the contrary provision of this Agreement will not apply to Member in such jurisdiction in connection with such Trip or Ride.    

16.2 No Agency. Member is in no way the agent of ReachNow in possessing, using or operating a Vehicle.  Nothing in this Agreement will be construed to create a partnership, joint venture, agency or employment relationship between ReachNow and Member. Member will have no authority to enter into agreements of any kind on behalf of ReachNow, or otherwise bind or obligate ReachNow in any manner to any third party, by virtue of the relationships contemplated by this Agreement.

16.3 No Assignment.  Member may not assign this Agreement or any rights or responsibilities under this Agreement to any other party.  Member may not: (a) allow anyone else except an Authorized Driver to use or operate a Car Sharing Vehicle, or (b) sublease a Car Sharing Vehicle.

16.4 Headings; Number and Gender.  The headings in this Agreement are for reference only and will not affect the interpretation of this Agreement. Whenever the context requires, references in this Agreement to the singular number includes the plural, the plural number includes the singular and words denoting gender include the masculine, feminine, and neuter. 

16.5 Severability.  If any term or provision of this Agreement is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability will not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.

16.6 No Third-Party Beneficiaries.  This Agreement is for the sole benefit of the Parties and nothing in this Agreement, express or implied, is intended to or will confer upon any other person or entity any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of this Agreement.

16.7 Amendment and Modification; Waiver.  This Agreement may only be amended, modified or supplemented by the written or electronic agreement of both Parties.  No failure to exercise, or delay in exercising, any right, remedy, power, or privilege arising from this Agreement will operate or be construed as a waiver of such provision, or preclude any other or further exercise of such provision or the exercise of any other right, remedy, power or privilege. The Program Rules may be changed by ReachNow in its sole discretion.

16.8 Notices.  ReachNow may be contacted for all communications related to this Agreement using the contact information on the App or Website www.ReachNow.com unless a particular method of communication is required for certain communications as described in this Agreement in which case such required communication method must be used. Notice via electronic mail, phone call, written mail or the App to the email address, home address or phone number ReachNow has on file for Member will constitute proper notice from ReachNow (or any of the third parties working in connection with or on behalf of ReachNow described in this Agreement) to Member for all matters related to, or arising out of, this Agreement.

16.9 Electronic Document and Signature. For contractual purposes, Member: (a) consents to receive communications from ReachNow in electronic form, and (b) agrees that all terms and conditions, agreements, notices, disclosures and any other communications that ReachNow provides to Member electronically satisfy any legal requirement that such communications would satisfy if they were in a print-on-paper writing. By selecting “I Accept”  or using ReachNow Mobility Services Member is signing this Agreement electronically (Member’s “E-Signature”), and such selection constitutes Member’s legal signature, acceptance and agreement as if this Agreement were actually signed by Member in writing. Member also agrees that no certification, authority, or other third party verification is necessary to validate Member’s E-Signature and that the lack of such certification or third party verification will not in any way affect the enforceability of Member’s E-Signature or any resulting contract between Member and ReachNow.

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17. Washington Addendum.

If Member is using ReachNow Mobility Services in the State of Washington, the following provisions in this Section 17 apply, and to the extent these provisions conflict with the terms contained in Sections 1 through 16 above, will supersede those terms:

17.1 Responsibility for Lost Revenue and Diminished Value. If any damage or loss is caused by Member’s criminal, willful, or grossly negligent act or omission in the operation of a Vehicle or in connection with participation in ReachNow Mobility Services, ReachNow may hold Member responsible for reimbursing ReachNow for: (a) Lost Revenue that may occur, as determined by ReachNow in its sole discretion, if there is any damage or loss that occurs during Member’s possession of a Vehicle that prohibits ReachNow from renting such Vehicle to others while such Vehicle is being repaired, and (b) Diminished Value related to Member’s possession of a Vehicle. As used herein, “Diminished Value” means the difference between the value of a Vehicle when Member takes possession of such Vehicle and the value after any repairs necessitated by Member’s possession of such Vehicle (as determined in ReachNow’s sole discretion), and “Lost Revenue” means a reasonable estimate of all rental revenue ReachNow will lose because of damage to or loss of a Vehicle. This provision will survive termination of this Agreement.

17.2 WARNING: FAILURE TO RETURN A RENTAL VEHICLE MAY CONSTITUTE A CLASS B FELONY IN THE STATE OF WASHINGTON UNDER RCW 9A.56.068 OR RCW 9A.56.096.

17.3 CHILD SAFETY SEATS. WASHINGTON STATE LAW REQUIRES ALL CHILDREN UNDER THE AGE OF EIGHT TO BE RESTRAINED IN A child restraint system, if the passenger seating position equipped with a safety belt system allows sufficient space for installation, unless the child is four feet nine inches or taller. The child restraint system must comply with standards of the United States department of transportation and must be secured in the vehicle in accordance with instructions of the vehicle manufacturer and the child restraint system manufacturer. Additional information related to the transportation of children under 16 years of age is set forth in RCW 46.61.687.

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18. Oregon Addendum.

If Member is reserving a Trip in the State of Oregon, the following provisions in this Section 17 apply, and to the extent these provisions conflict with the terms contained in Sections 1 through 15 above, will supersede those terms:

18.1 Responsibility for Lost Revenue and Diminution in Value. If any damage or loss is caused by Member’s criminal, willful, or grossly negligent act or omission in the operation of a Vehicle or in connection with participation in ReachNow CarSharing, ReachNow may hold Member responsible for reimbursing ReachNow for: (a) Lost Revenue that may occur, as determined by ReachNow in its sole discretion, if there is any damage or loss that occurs during Member’s possession of a Vehicle that prohibits ReachNow from renting such Vehicle to others while such Vehicle is being repaired, and (b) Diminution in Value related to Member’s possession of a Vehicle. As used herein, “Diminution in Value” means the difference between the market value of a Vehicle immediately before and immediately after the injury to the Vehicle, and “Lost Revenue” means a reasonable estimate of all rental revenue ReachNow will lose because of damage to or loss of a Vehicle. This provision will survive termination of this Agreement.

18.2 CHILD SAFETY SEATS. OREGON STATE LAW REQUIRES ALL CHILDREN UNDER THE AGE OF EIGHT, UNLESS A CHILD IS FOUR FEET NINE INCHES OR TALLER, TO BE RESTRAINED IN A FEDERALLY APPROVED CHILD RESTRAINT SYSTEM OF THE TYPE REQUIRED PURSUANT TO OREGON LAW FOR THEIR AGE, WEIGHT, AND HEIGHT AS SET FORTH IN ORS 811.210. ADDITIONAL INFORMATION RELATED TO THE TRANSPORTATION OF CHILDREN UNDER 16 YEARS OF AGE IS SET FORTH IN ORS 811.210.

18.3 WARNING: FAILURE TO RETURN A RENTAL VEHICLE MAY CONSTITUTE A CLASS C FELONY IN THE STATE OF OREGON UNDER ORS 164.138.

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19. New York Addendum.

If Member is reserving a Trip in the State of New York, the following provisions in this Section 16 apply, and to the extent these provisions conflict with the terms contained in Sections 1 through 15 above, will supersede those terms:

19.1 Responsibility for Damage or Loss to the Vehicle. ReachNow reserves the right to hold Member responsible for the following damage or loss to a Vehicle arising from Member’s or Authorized Driver’s use or possession of such Vehicle: (a) all physical damage to or loss of the Vehicle whether or not Member is at fault, and (b) all mechanical damage of the Vehicle related to an accident or Member’s abuse or neglect of the Vehicle. Member’s responsibility for such damage or loss will include: (a) the lesser of (both as calculated in accordance with General Business Law Section 396-z): (i) the actual and reasonable costs that we incur to repair the Vehicle or that we would incur if we chose to repair the Vehicle, or (ii) the fair market value of the Vehicle immediately before the damage occurred less any net disposal proceeds; and (b) ReachNow’s actual charges for towing, storage, and impound. Member is responsible for loss due to theft of the Vehicle if Member fails to exercise ordinary care while in possession of the Vehicle or if Member commits, aids or abets such theft.

19.2 Indemnification. Member will only be responsible for the amount of the Indemnification Obligation that exceeds the New York minimum vehicle liability coverage amounts.

19.3 Rights and Responsibilities under General Business Law Section 396-z. Member has certain rights and responsibilities under General Business Law Section 396-z if there is damage to or loss of a Vehicle while in Member’s possession. These rights include, but may not be limited to, the right to inspect such damage or loss by: (a) providing notice to ReachNow upon return of the Vehicle (or within seventy-two (72) hours if the return is by automation or after-hours) of Member’s wish to inspect the Vehicle (unless ReachNow determines the Vehicle to be a total loss and subject to salvage in which case Member has the right to inspect the Vehicle without providing notice), and (b) completing such inspection within seven (7) days of the return date of the Vehicle (unless ReachNow determines the Vehicle to be a total loss and subject to salvage in which case Member has ten (10) days from the time ReachNow provides Member notice that the Vehicle is a total loss to complete the inspection). If Member fails to provide ReachNow with proper notice as described herein of Member’s wish to inspect the Vehicle, Member waives Member’s right to such inspection. Member’s responsibilities under General Business Law Section 396-z include, but may not be limited to, Member’s financial responsibilities for damage and loss to the Vehicle as described in Section 16.1, Member’s responsibility to complete and to return timely the incident report ReachNow sends to Member after Member’s return of the Vehicle, and Member’s responsibility to inform ReachNow or the police of any theft of the Vehicle within twelve (12) hours of Member learning of such incident.>/p>

19.4 GPS Tracking. ReachNow will not use information from any global positioning system technology to determine or impose any costs, fees, charges, or penalties on Member for Member’s or an Authorized Driver’s use of a Vehicle except in connection with the recovery of a Vehicle that is lost, misplaced, or stolen to the extent permitted by law.

19.5 Shared Asset Fee. The Shared Asset Fee will not be assessed for Trips taken in the state of New York.

19.6 NOTICE: New York State Law prohibits the following practices by rental vehicle companies based upon race, color, ethnic origin, religion, disability, sex, marital status, or age: (1) refusal to rent; (2) the imposition of any additional charge (except in certain instances where the renter is under the age of 25). In addition, it is unlawful for any rental vehicle company to refuse to rent a vehicle to any person solely on the requirement of ownership of a credit card.

19.7 DEPARTMENT OF CONSUMER AFFAIRS CONSUMER PROTECTION LAW RULE. IF YOU HAVE MADE A RESERVATION FOR A CAR (OR TRUCK), THAT RESERVATION MUST BE HONORED AT THE PRICE ORIGINALLY PROMISED, WITHIN ONE-HALF HOUR OF THE TIME ORIGINALLY PROMISED, UNLESS YOU ARE TOLD WHEN YOU MAKE THE RESERVATION THAT IT IS NOT GUARANTEED. TO REPORT COMPLAINTS, CONTACT THE NEW YORK CITY DEPARTMENT OF CONSUMER AFFAIRS, 42 BROADWAY, NEW YORK, NY 10004, COMPLAINT PHONE: 311 OR (212) NEW-YORK

19.8 CHILD SAFETY SEATS. NEW YORK STATE LAW REQUIRES ALL CHILDREN UNDER THE AGE OF EIGHT TO BE RESTRAINED IN A FEDERALLY APPROVED CHILD RESTRAINT SYSTEM.

19.9 WARNING: FAILURE TO RETURN A VEHICLE WITHIN THE TIMEFRAME REQUIRED PURSUANT TO NEW YORK PENAL LAW SECTION 165.05 MAY LEAD TO CRIMINAL PENALTIES UNDER NEW YORK LAW.

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