General Terms & Conditions

Table of Contents

1. Introduction
2. Definitions
3. Application and Eligibility
4. Fees, Payments, and Defaults
5. Damages, Modifications, Repairs, and Maintenance
6. Other Provisions and Terms
7. Insurance and Liability
8. Repossession and Recovery of Program Vehicles
9. Disclaimers and Limitations of Liability
10. Dispute Resolution
11. Term and Termination
12. General Provisions

1. Introduction

We hope you enjoy your FlexLease Vehicle and all the freedom and flexibility that come with it. We're excited to have you in the FlexLease program and look forward to providing you with exceptional service. The details of your Agreement are on the above cover page.

This FlexLease Agreement (“Agreement”) together with its Schedules and associated Rules (each as defined below) outlines the terms between you and us (the “Parties”) governing your application and participation in the FlexLease subscription program and access to related services (the "FlexLease Program") which permits you to use and take custody of one or more vehicles made available by FlexRide (each a "Program Vehicle"). “We” “us” “Owner” and “our” collectively refer to ALM Leasing & Rentals LLC dba FlexRide ('FlexRide') one of its subsidiaries or affiliated companies, and any assignee of this Agreement. As used in this Agreement, “you” and “your” mean the person(s) (whether one or more) signing this Agreement as Subscriber(s) or Member(s).

See all pages of this agreement, Exhibits, Schedules, and all attached Addenda if any, which are incorporated by reference into this agreement as if fully stated herein, for additional information relating to binding arbitration, early termination, purchase options, maintenance responsibilities, warranties, late and default charges, insurance, and any security interests, if applicable, and other important terms making all “One Single Document/FlexLease Agreement”. Member acknowledges that certain vehicles may be owned by FlexRide's affiliated entities, and that certain rights under this Agreement, including but not limited to payment collection rights, may be assigned to or exercised by such affiliates or their designees.

PLEASE READ THESE TERMS CAREFULLY BEFORE USING ANY FLEXRIDE VEHICLES OR SERVICES ESPECIALLY BECAUSE THESE TERMS AFFECT YOUR LEGAL RIGHTS SUCH AS REQUIRING BINDING INDIVIDUAL ARBITRATION AND LIMITING YOUR RIGHT TO BRING A LAWSUIT OR CLASS ACTION.

IF YOU DO NOT ACCEPT ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT THEN YOU ARE NOT AUTHORIZED TO PARTICIPATE IN THE FLEXLEASE PROGRAM.

FlexRide reserves the right to change the terms of this Agreement from time to time. We will give notice of material changes to Subscribers. Unless FlexRide designates a different effective date, such changes will be effective when notice is given to Subscribers, and notice will be considered given when (1) such notice is indicated and accessible from the first page accessed after the Member log-on, (2) it is provided by email to the Member's address on file with FlexRide, or (3) it is provided via our website or other applicable form of communication such as by mobile application. You agree that continued use of the FlexRide Program constitutes acceptance of any amended terms and conditions in a revised Agreement, which shall be effective and binding on you upon the effective date indicated in such notice or on such other date as FlexRide may designate in its notice or in the revised Agreement.

Certain provisions of this Agreement may vary based upon the jurisdiction in which you reserve or use a Program Vehicle.

This Agreement (as defined in Section 2.3 below) is by and between FlexRide (as defined in Section 2.2 below) and Subscriber (as defined in Section 2.28 below). By accepting this Agreement as it may be amended from time to time as provided below, Subscriber accepts and agrees to comply with the terms and conditions of this Agreement. In this Agreement, Subscriber and FlexRide may be referred to together as the “Parties” and each individually as a “Party.”

2. Definitions

“2.1. AAA” will have the meaning provided in Section 10.

“2.2. Agent” means any third-party contractor hired by FlexRide to provide services, including but not limited to, retrieving and returning the Program Vehicles.

“2.3. Agreement” means this FlexLease Agreement General Terms & Conditions.

“2.4. Applicant” means the individual who properly indicates their acceptance to this Agreement by checking the appropriate boxes and clicking the order confirmation buttons on the “Order Confirmation” page of FlexRide's Website or Mobile App. An Applicant who takes the foregoing steps does not automatically become a Subscriber until he or she is approved by FlexRide.

“2.5. Application for Subscription” means the application generated when an Applicant clicks “Accept” on the “Accept terms and conditions” page of the Website or Mobile App, or via email to become (or reinstate oneself as) a Subscriber of the Program.

“2.6. Authorized Driver” means a person who meets the Program Vehicle Operator Eligibility Criteria and who has been approved in writing by FlexRide to operate Program Vehicles in connection with Subscriber's Program account.

“2.7. Billing Period” means (a) the weekly, bi-weekly, or monthly period beginning with the date of delivery of the first Program Vehicle to Subscriber, and (b) each weekly, bi-weekly, or monthly period thereafter.

“2.8. Diminution in Value” means the difference between the fair market value of a Program Vehicle immediately before and immediately after damage to such Program Vehicle.

“2.9. Dispute” will have the meaning provided in Section 10.

“2.10. Eligibility Criteria” will have the meaning provided in Section 3.

“2.11. Cover Page” shall mean the FlexRide Subscription Agreement Cover Page attached hereto.

“2.12. FAQ's” has the meaning set forth in Section 12.1.

“2.13. FlexRide” means FlexRide with its principal place of business at 13873 Park Center Rd Ste 15, Herndon, VA 20171.

“2.14. Law(s)” means collectively all federal, state, and local statutes, laws, regulations, ordinances, rules, requirements, or other governmental restrictions, or any similar forms of decision or guidance of any governmental authority, whether now or hereafter in effect and in each case as amended.

“2.15. Local Vehicle Storage Compound” means the facility that is specified by FlexRide or its Agent where a Program Vehicle is retrieved and returned by Subscriber (for the avoidance of doubt, such return or retrieval may be conducted by such Agent).

“2.16. Lost Revenue” means a reasonable estimate of all Program revenue FlexRide loses because of damage to or Loss of a Program Vehicle.

“2.17. Required Insurance” will have the meaning provided in Section 7.

“2.18. Mobile App” means the Program's mobile application available through the Apple App Store or the Google Play Store.

“2.19. Payment Method” means Subscriber's credit card, debit card, or Automated Clearing House (“ACH”) payment account information on file with the Program.

“2.20. PIP” means Personal Injury Protection insurance as defined by the insurer(s) who issues the Maintained Insurance or by applicable Law as applicable.

“2.21. Program” means the FlexRide vehicle subscription program (including but not limited to all services provided in connection with such program).

“2.22. Program Subscription Approval” means FlexRide's written approval of an Applicant's Application for Subscription and approval of Applicant to be a Subscriber in the Program.

“2.23. Program Vehicle” means the particular vehicle made available to the Subscriber during the Term as part of the Program. The term “Program Vehicle” includes, but is not limited to, each respective Program Vehicle's components, parts, software, and optional accessories, including but not limited to any cables, chords, or other returnable accessories present in a Program Vehicle when Subscriber takes possession of such Program Vehicle.

“2.24. Program Vehicle Operator Eligibility Criteria” will have the meaning provided in Section 3.

“2.25. Return” (or any derivation thereof) means the act of Subscriber returning to FlexRide or its agent the Program Vehicle currently in Subscriber's possession or control.

“2.26. Return Radius” means the area within an approximate 200-mile radius of a FlexRide Local Vehicle Storage Compound within which FlexRide or its Agent will retrieve a Program Vehicle that is being Returned or drop off a Program Vehicle that is being accessed through a Subscription.

“2.27. Return Request” means any request made by FlexRide to Subscriber for the Return of, in the manner instructed by FlexRide, a Program Vehicle.

“2.28.Subscriber” means the individual Applicant who has received Program Subscription Approval by FlexRide and who has accepted this Agreement by clicking “Accept” on the “Accept terms and conditions” page of the Website or Mobile App or email correspondence.

“2.29. Subscription Fee” means the fee paid by Subscriber on a monthly basis during the Term. The exact amount of the Subscription Fee will be in the amount set forth on the Cover Page applicable to the Subscription Plan Subscriber has selected.

“2.30. Subscription Plan” will have the meaning provided on the Cover Page and refers to the Program plan selected by Subscriber from the Program plan options offered by FlexRide.

“2.31. Term” will have the meaning provided in Section 11.1.

“2.32. Violations” means collectively any fees, fines, tickets, citations, violations, and tolls (including but not limited to parking, speeding, or criminal offenses or violations) incurred in connection with a Program Vehicle while it is under Subscriber's possession or control and any resulting or related fines, fees, expenses, penalties, or other amounts due in connection with any such fees, fines, tickets, citations, violations, and tolls.

“2.33. Website” means the Program's website available at: or www.flexride.io

3. Application and Eligibility

Application Process and Eligibility Criteria

In order to become a Subscriber of the Program and to have access to a Program Vehicle, Subscriber must, as determined in FlexRide's sole discretion:

Apply to become a Subscriber of the Program by accurately, truthfully, and fully completing the Application for Subscription through the Website or Mobile App or email invitation;

Be at least twenty-one (21) years of age;

Have a monthly income which meets FlexRide's minimum income standards as determined by FlexRide in its sole discretion;

Have a credit history which meets FlexRide's minimum standards as determined by FlexRide in its sole discretion;

Hold a valid U.S. driver's license that has not expired, been suspended, or revoked that authorizes the Member to drive in the jurisdictions in which the Member will use the Program Vehicle;

Have a residential address within the Return Radius of the Local Vehicle Compound specified by FlexRide;

Have the capability to pick up, return, and have Program Vehicles serviced at the location specified by FlexRide;

Agree that FlexRide may obtain and review the subscriber's driving history and a credit history, and both such histories must meet FlexRide's then-current eligibility requirements which may change from time to time;

Use and keep on file a valid bank-issued debit card or credit card (no pre-paid card or otherwise except as required by law) issued in the Member's name;

Have a valid credit card or debit card and an active bank account with a bank in the United States;
Have continuous access to a mobile phone or computer that allows access to email and to the Mobile App and/or the Website;
Use and keep on file a valid email address;
Have a satisfactory driving record (as determined by FlexRide in their sole discretion) and does not have any one (1) of the following major violations: driving while intoxicated or under the influence of alcohol or drugs; failure to stop or report an accident or a hit and run; homicide, manslaughter, or assault arising out of the operation of a motor vehicle; driving while license is suspended or revoked; reckless driving; driving in possession of an open container of an alcoholic beverage; speed contest or racing; or attempting to elude an officer of the law;
Have no more than three (3) vehicle repossessions within the past two (2) years;
Have no outstanding liens on driver's license and have not been convicted of a driving under the influence (DUI) or driving while impaired (DWI) or similar offense, refusing a breathalyzer, driving with a suspended license, leaving the scene of an accident, or causing a fatality in an accident.

Satisfying the foregoing criteria does not automatically give an applicant the right to become a Subscriber in the FlexLease Program. Acceptance of the applicant's application is subject to approval by FlexRide in its sole discretion and without limiting the foregoing, participation in the FlexLease Program may be denied based upon other factors determined by FlexRide. In addition, even if approved for participation in the FlexLease Program, a Subscriber may be restricted from driving certain FlexRide Vehicles at FlexRide's sole discretion for reasons including but not limited to the Subscriber 's driving or subscription history, limitations in connection with FlexRide's service offerings, or the failure to maintain eligibility as required by Section 3.1.

Eligibility for Program Vehicle Operation

For the avoidance of doubt: (a) only Subscriber and the Authorized Driver currently listed on Subscriber's Account, if he or she currently meets the Program Vehicle Operator Eligibility Criteria, are allowed to operate Program Vehicles during the Term and (b) if Subscriber applied to the Program pursuant to Section 2.1, Subscriber is not permitted to operate Program Vehicles.

Continuing Obligation to Meet Eligibility Criteria and Update Contact and Application Information

Subscriber represents and warrants that Subscriber meets and will continue to meet the Eligibility Criteria during the FlexLease Term, and that Subscriber will report as soon as practicable, but no more than twenty-four (24) hours after such change, any change in Subscriber's satisfaction of the Eligibility Criteria and any change in information Subscriber provided during the application process to FlexRide. Subscriber will, as soon as safely practicable, cease operating Program Vehicles in the event any Program Vehicle Operator Criteria are no longer met.

Authorized Driver

Subscriber may have one (1) Authorized Driver listed on Subscriber's Program account at a time. Subscriber can request that an Authorized Driver be de-listed from Subscriber's Account and invite a different person to apply to be listed as an Authorized Driver on Subscriber's Account at any time. In order to operate a Program Vehicle, an Authorized Driver must: (1) currently meet the Program Vehicle Operator Eligibility Criteria with the exception of the requirement to have a valid credit card, debit card, or US bank account, (2) have acknowledged this Agreement in writing (including via email or through the Mobile App or the Website), and (3) be currently listed by FlexRide on Subscriber's Account as an Authorized Driver.

Authorized Driver Application Process

Unless otherwise contrary to applicable state law, a person will apply to be an Authorized Driver only upon an invitation extended via email, Mobile App, or the Website. Each such prospective Authorized Driver will apply to become an Authorized Driver by accurately, truthfully, and fully completing the application process for Authorized Drivers available via the Mobile App, the Website, or email and delivering all information and documents that FlexRide requests in the application process or otherwise. By applying to be an Authorized Driver, such applicant agrees to be bound by and comply with the terms of this Agreement applicable to Authorized Drivers. After submitting such an application, Authorized Driver will only become an Authorized Driver upon FlexRide's approval, which approval may be given in FlexRide's sole discretion. Under no circumstances will an Authorized Driver be considered a subscriber solely by virtue of being approved as an Authorized Driver. An Authorized Driver is only permitted to operate Program Vehicles provided to Subscriber in connection with and pursuant to the terms and conditions of this Agreement.

Continuing Obligation to Meet the Authorized Driver Eligibility Criteria

Authorized Driver will report promptly to Subscriber (but no later than twenty-four (24) hours after such change) any change to his or her Program Vehicle Operator Eligibility Criteria so that Subscriber can notify FlexRide within twenty-four (24) hours of Subscriber receiving such notification. Authorized Driver will, as soon as safely practicable, cease operating Program Vehicles upon any change to his or her Program Vehicle Operator Eligibility Criteria.

Authorized Driver Can be Removed at Any Time

An Authorized Driver's status as an Authorized Driver (including any right to operate the Program Vehicles) will immediately terminate upon the following:

At Subscriber's request;
If, as determined in FlexRide's sole discretion, Authorized Driver fails to abide by the terms of this Agreement applicable to Authorized Driver; or
If this Agreement is terminated pursuant to Section 11.2.

No Rights to Become a Subscriber in the Program or Use Program Vehicles Without Approval

Applicant is not eligible and will have no right to become a Subscriber of the Program unless and until Applicant receives notice that Applicant's application for a Subscription Plan has been approved. Program Subscription Approval is not guaranteed. If Applicant receives Program Subscription Approval, the Applicant will become a Subscriber and FlexRide will provide Subscriber the necessary information in order to pick up a Program Vehicle.

4. Fees, Payments, and Defaults

Activation Fee and Subscriber's Initial Payment

Upon receiving Approval for the FlexLease, Subscriber's Payment Method will be automatically charged in the amount of the applicable Activation Fee described on the Cover Page along with the Subscriber's first periodic payment.

FlexLease Periodic Payments (“Periodic Payments”)

The subscriber will be responsible for paying the first applicable Periodic Payment Upon receiving Approval for the FlexLease. Thereafter, the Subscriber will pay the applicable Periodic Payments as described on the Cover Page until the Agreement is terminated or otherwise expires. Periodic Payments will be automatically charged to the Payment Method on the date due. Periodic Payments (regardless of the Subscription Plan) may include the Maintained Insurance, Program Vehicle maintenance, and delivery of each Program Vehicle with a full detail wash and a full tank of fuel or a full electric charge as applicable. The Periodic Payment due to FlexRide by Subscriber on certain due dates may differ from the amount described on the Cover Page. If you do not pay any periodic payment in full within 5 business days after it is due, you agree to pay us a delinquency charge of 10.00 % of the total periodic payment (or as otherwise provided or limited by applicable law).

Other Charges

FlexRide imposes a mileage limitation as outlined on the Cover Page on each Program Vehicle. If the Subscriber drives a Program Vehicle in excess of the monthly allotted mileage, a fee will be imposed on Subscriber as indicated on the Cover Page.

Subscriber may be subject to an initial deposit to be paid upon execution of this Agreement.

Subscriber may be subject to a return fee if the Program Vehicle is either retrieved or returned by an Agent.

Subscriber may be subject to late charges if the Program Vehicle is returned or retrieved after the specified return date.

Subscriber may be subject to repossession or recovery fees if the Program Vehicle is not returned to FlexRide.

Subscriber may be subject to fees for excessive wear and tear of the Program Vehicle, which determination of excessive wear and tear shall be in the sole discretion of FlexRide.

To the extent permitted by applicable Law, FlexRide reserves the right to hold Subscriber fully responsible for any and all damages, Losses, claims, liabilities, costs, fees, fines, expenses, and penalties arising from Subscriber's participation on the FlexLease Program or Subscriber's or Authorized Driver's possession, access, or operation, which may include, but may not be limited to: (a) physical or mechanical damage, (b) loss due to theft, (c) physical damage resulting from vandalism, (d) bodily injury or property damage of Subscriber, Authorized Driver, or any third party, (e) third party claims, (f) actual charges for towing, storage, impound, or other Violations paid by FlexRide, (g) administrative charges, including but not limited to the costs associated with facilitating any payments for Violations, collection of any fees due hereunder, appraisal of any damage, and other costs and expenses incident to any damage or Loss, (h) Lost Revenue, and (i) Diminution in Value. Subscriber also acknowledges and agrees that FlexRide is not responsible for any medical or other costs associated with any injury sustained by Subscriber or any other person as a result of any accident while the Program Vehicle is in Subscriber's possession, and Subscriber hereby waives any and all claims and agree to indemnify and hold FlexRide harmless against any costs or damages arising out of such claims.

Indemnity/Subscriber's Initial Payment

To the fullest extent permitted by law, you agree to indemnify us and hold us and our successors and assignees, as the case may be, harmless and free from all liability, claims, losses, demands, damages of all kinds, expenses (including reasonable attorney's fees and costs incurred for the enforcement of this agreement and/or for the collection of any due amount), fines, and penalties we suffer or incur resulting from the operation, use, condition, maintenance, or recovery of the Vehicle. You agree to pay and hold us harmless for all official fees and taxes relating to keeping the Program Vehicle free from all fines, liens, and encumbrances during the FlexLease. The Subscriber's initial payment is non-refundable after pick-up of delivery of the Program Vehicle, whether you voluntarily return the Program Vehicle or if the Program vehicle is repossessed by FlexRide due to Violation from Subscriber of this Agreement. In the event a security deposit was also required as part of your initial payment, it will not be repaid until the vehicle has been returned to FlexRide. The activation fee and any applicable deposit cannot be used as part of any periodic payment due to FlexRide for the use of the Program Vehicle. We may apply the Security Deposit to payment of any amount due to us at the termination or expiration of this FlexLease, including (without limitation) damage, excess wear and use, and excess mileage charges.

Advances on Your Behalf

If you fail to perform any duty with respect to preserving our interest in or insuring the Program Vehicle, we may pay for the performance of such duties on your behalf, and the amount so paid by us will be added to the unpaid balance of your obligations under this FlexLease, provided that we have made the payments in good faith and in a commercially reasonable manner, and we have given you written notice of the nonperformance and a reasonable opportunity after such notice to perform.

Taxes

Periodic Payments and all other fees and rates listed on the Cover Page are not inclusive of all applicable state and local taxes.

Tickets, Tolls, and Traffic Violations

Subscriber is solely responsible for any Violations. Subscriber will report to FlexRide any Violation incurred in connection with the FlexLease Vehicle within twenty-four (24) hours of Subscriber becoming aware of such Violation. In addition, Subscriber will make arrangements to pay any assessor of a Violation directly and timely. For example, in the case of a toll, Subscriber or Authorized Driver must pay the toll in cash at the applicable toll plaza (where permitted), or must make arrangements to pre-pay any applicable tolls, such as by contacting the applicable toll operator and pre-paying online, by phone, or by mail. To the extent permitted by applicable law, if FlexRide receives notice of a Violation that Subscriber has not paid directly, Subscriber specifically authorizes FlexRide or a third party appointed by FlexRide to automatically charge the Payment Method for any amounts due as a result of such Violation. If we are notified that we may be responsible for payment of a Toll or Violation, you will pay us or a processing firm ("Processor") of our choosing an administrative fee of up to $55.00 for each such notification and processing fee of up to $100.00 for tickets, fines, toll, and violations FlexRide pays on your behalf, in addition for the actual cost of the fine, ticket, toll, or violation. If the Program Vehicle is equipped with a toll transponder provided by FlexRide, Subscriber agrees to reimburse FlexRide for tolls incurred and a monthly processing fee as listed on the Cover Page.

Non-Dispute of Tickets, Tolls, and Traffic Violations in Designated Jurisdictions

Subscribers must accept responsibility for any traffic violations, fines, or tickets incurred while using a program vehicle in jurisdictions where FlexRide cannot transfer liability to the actual driver. This means that if you receive a traffic ticket or fine in these areas (e.g., Washington, DC), you are required to take responsibility and are not permitted to contest it.

Enforcing this Agreement

Subscriber is responsible for and agrees to pay any legal fees, court costs, or other costs and expenses associated with FlexRide enforcement of this Agreement against Subscriber and any (current or previous) Authorized Driver, whether upon termination or otherwise.

Permission to Charge to the Payment Method

To the extent permissible by Law, Subscriber is responsible for paying all amounts incurred in connection with Subscriber's use of the FlexLease Vehicle and related services or this Agreement (including but not limited to any amounts incurred by or in connection with any (current or previous) Authorized Driver) when due, including but not limited to Activation Fees, Periodic Payments, refueling costs, Violations, and other costs and fees as provided in this Agreement. Subscriber specifically authorizes FlexRide or a third party appointed by FlexRide to automatically charge the Payment Method for any amounts due hereunder. If the Payment Method expires or is declined, Subscriber must provide to FlexRide a new and valid Payment Method within five (5) days of such expiration or declination.

Payment Defaults

Subscriber expressly consents and agrees that FlexRide may charge the Payment Method (including but not limited to without advance notice to Subscriber) to collect on any amounts due under this Agreement. In addition, amounts due that are not paid within fourteen (14) days after the date due for payment will be referred for collections. Subscriber expressly authorizes, agrees, and specifically consents to allowing FlexRide, its Agent, and/or its outside collection agencies, outside counsel, or other agents to contact Subscriber in connection with any and all matters relating to unpaid past due charges billed by FlexRide to Subscriber pursuant to the terms of this Agreement.

Zero Tolerance Chargeback Policy

By entering into this FlexLease agreement, you agree to the payment terms outlined in this contract. You acknowledge that all payments made under this agreement are final and non-refundable, except as expressly stated within this agreement.
You agree not to initiate any chargeback, reversal, or dispute of any payment made under this agreement. If you encounter an unauthorized transaction or have concerns regarding your payment, you agree to contact FlexRide directly for resolution via email at support@flexride.io or by phone at 703-910-3593.
Any attempt to initiate a chargeback or dispute without first following the resolution process outlined in this agreement may result in additional fees, legal action, termination of your FlexLease agreement, and permanent exclusion from the FlexLease program. You may also be held responsible for any costs incurred by FlexRide as a result of the dispute.
FlexRide is committed to providing transparent communication and prompt support to resolve any payment-related concerns.

Definition of Default; Our Rights in the Event of Default

You will be in “DEFAULT” if any of the following occurs: (1) you do not make your periodic payment on or before its due date; (2) YOU DO NOT KEEP IN FORCE THE INSURANCE COVERAGE THIS FLEXLEASE REQUIRES (see REQUIRED INSURANCE); (3) YOU COMMENCE BANKRUPTCY, INSOLVENCY OR RECEIVERSHIP PROCEEDINGS OR ONE IS COMMENCED AGAINST YOU; (4) any information in your application for the FlexLease program or that of a guarantor of this FlexLease is false or misleading; (5) you do not promptly or properly perform any promise or agreement under this FlexLease; (6) the Vehicle is lost, damaged, stolen, abandoned, confiscated by a governmental authority, or subjected to undue peril and the event is not covered by insurance; or (7) you commit any other act that constitutes a default under applicable law or this FlexLease. In the event of Default, FlexRide can at its option: (1) take steps to perform your obligation that gave rise to the Default (in which case you agree to pay all our costs and expenses in so doing immediately on our demand); or (2) immediately terminate this FlexLease and do any or all of the following after giving due notice: (i) sue you for damages and to recover the Vehicle; (ii) take the Vehicle from you by any method or manner permitted by law (and if there is any personal property in the Vehicle, we will store it at your expense or dispose of it as required by applicable law); (iii) calculate your liability on an early termination basis, in which case you agree to pay immediately the amount of liability on our demand; (iv) pursue any other remedy permitted by law. If we elect to terminate this FlexLease because you are in Default, you agree to pay us any periodic payments that are already due to us plus any other amounts owing under this FlexLease, whether as a result of the default or as otherwise provided or limited by applicable law.

Prohibited Use

You agree that you will not: (1) use or permit the use of the Vehicle for any illegal purpose or in violation of any law; (2) use or permit the use of the Vehicle for any improper purpose, including use that exceeds the Vehicle manufacturer's recommendations or specifications; (3) use or permit the use of the Vehicle for hire or any other commercial purposes unless approved in writing by FlexRide; (4) use or permit the use of the Vehicle outside of the United States at any time; or (5) use or permit the use of the Vehicle outside of the State in which you have agreed it will be stored or garaged for more than 7 consecutive days unless we consent in writing. Such location shall not be changed without providing at least 7 days prior written notice of the change to FlexRide, and we acknowledge in writing. You will breach this agreement giving FlexRide the right to immediate recovery and possession of the Vehicle if this Section is not strictly followed (or as otherwise provided or limited by applicable law).

5. Damages, Modifications, Repairs, and Maintenance

Routine Maintenance

FlexRide will perform all necessary and required routine maintenance on all Program Vehicles; however, the Subscriber must assist us to maintain the driving safety and performance of Program Vehicles when the Vehicle indicates that service or maintenance is

required by calling 703-910-3593. Unusual noises or driving feel, including but not limited to warning lamps, indicators, inappropriate or strange engine or other mechanical sounds, performance changes, or unusual driving feel must be reported to FlexRide immediately. Failure to report such irregularities during the use of a Program Vehicle may result in the Subscriber's immediate suspension or termination from the FlexLease program, as well as the Subscriber being responsible for any damages resulting from the continued use of the Program Vehicle despite such irregularities. Such damages are not covered by FlexRide Maintained Insurance.

Smoking, Vaping, and Smoke Detection Devices

Smoking or vaping of any kind, including but not limited to tobacco, marijuana, or any other substance, is strictly prohibited in the Program Vehicle and constitutes a material breach of this Agreement.

Smoke Detection Devices (Equipped Vehicles)

Subscriber acknowledges and agrees that certain Program Vehicles may be equipped with electronic smoke detection devices designed to detect smoking or vaping activity inside the vehicle and transmit event data to FlexRide.

If a Program Vehicle is equipped with a smoke detection device and smoking or vaping activity is detected and reported to FlexRide:

· A non-refundable fee of $100 per detected occurrence will be assessed to Subscriber’s account.

· Each detected occurrence constitutes a separate violation and may result in multiple charges during a single possession period.

· FlexRide may assess such fees in real time or shortly thereafter, without waiting for the Program Vehicle to be returned.

· Subscriber expressly agrees that data generated by such smoke detection devices constitutes objective and sufficient evidence of smoking or vaping activity.

Smoke detection data may include, without limitation, time stamps, duration, vehicle identifiers, location data, and particle concentration measurements generated by third-party technology providers and shall constitute valid and objective evidence of a violation.

Vehicles Without Smoke Detection Devices or Post-Return Findings

For Program Vehicles not equipped with smoke detection devices, or where smoking or vaping is identified upon return through inspection, including strong or persistent odor, whether or not visible residue is present:

· Subscriber will be assessed a flat, non-refundable cleaning and remediation fee of $1,000 per violation.

· Subscriber agrees that odor alone may constitute sufficient evidence of smoking or vaping.

Additional Remedies

Smoking or vaping violations may also result in:

·Deep cleaning, ozone treatment, or interior remediation charges;

·Temporary or permanent suspension from the FlexLease program

·Early termination of the FlexLease;

·Recovery of additional damages, including loss of use and diminution in value, to the extent permitted by law.

All smoking-related charges are immediately due and may be charged to the Payment Method on file in accordance with this Agreement.

Cleanliness

An additional fee and charges may apply if the Program Vehicle requires a deep cleaning due to stains, extreme dirtiness, odor, spilled liquids, excessive garbage, etc., attributable to your use, which cannot be cleaned with our standard post-rental procedures as determined by FlexRide in our sole discretion.

Repairs and Reporting Incidents

All breakdowns, accidents, or similar incidents involving Program Vehicles must be reported to FlexRide immediately by phone at 703-910-3593 or via email at support@flexride.io. Subscriber must follow the program vehicles owner manual's instructions. If a problem arises that prevents or limits the use of the program vehicle or that may compromise safety, Subscriber must immediately notify FlexRide and follow FlexRide's instructions. Program Vehicles may require Roadside Assistance from time to time. In case of an incident involving property damage or any third party, the Subscriber must fill out an official police report form and, if possible, provide a jointly agreed-upon statement, complete FlexRide incident report form, and obtain the following information:

Date, time, and place of incident, the license plate numbers of any other vehicles involved, their make and year, their vehicle identification number (VIN or serial number), and the insurance certificate's number (with name, address, and phone number of the insurance agent) The names, addresses, and driver's license numbers of the persons involved in the incident.
The name, address, and driver's license number of the owner of the car (if he or she is not the driver). The name, addresses, and phone number of witnesses, passengers, and any other involved persons; Circumstances of the incident
A police report is required regardless of liability or fault.
Responsibility for Damages
You are responsible for any damage to, loss, or theft of the Vehicle, including damage resulting from collisions, weather, road conditions, or acts of nature, even if the incident is not your fault. You must inspect the program vehicle for any damage before leaving our facility and conduct a daily inspection before driving it. If the Vehicle is not repairable or if we choose not to repair it, you are responsible for covering either the repair costs or the Vehicle's actual cash retail value on the date of the loss. Additionally, you are liable for costs associated with Loss of Use (regardless of fleet utilization), Diminished Value, and any administrative expenses we incur while processing a claim.

Alterations, Modifications, Additions, and Removals

The subscriber agrees to keep and maintain the Program Vehicle in good working order. All vehicle alterations/modifications/additions/removals, other than provided for elsewhere in this Agreement, must have prior written approval by FlexRide. This includes, but is not limited to, items like body decorations, lifting or lowering of body, changing of sound systems, wheels and tires, windows tint, etc.

Standards for Wear and Use

When you return the Vehicle to us, it must be in good working order and condition and not subject to "excessive wear and damage." "Excessive wear and damage" includes, but is not limited to: (1) glass that is damaged or broken or that has been tinted; (2) damaged body, fenders, metal work, lights, trim, or paint; (3) missing equipment that was in the Vehicle when delivered and has not been replaced with equipment of equal quality and design; (4) missing wheel covers, jack, or wheel wrench; (5) missing or unsafe wheels or tires (including spare); (6) any tire with less than 1/8 inch of tread remaining at the shallowest point; (7) torn, damaged, or stained dash, floor covers, seats, headrests, upholstery, interior work, or trunk liners; (8) damage or other condition that makes the Vehicle unsafe or unlawful to operate; (9) any mechanical damage or other condition that causes the Vehicle to operate in a noisy, rough, or improper manner; and (10) any other damage not covered by insurance. You agree to pay the cost of all repairs needed because of excessive wear and damage and to put the Vehicle in good working order and condition.

6. Other Provisions and Terms

No Right to Program Vehicles Other Than as Part of a FlexLease Subscription: Upon becoming a Subscriber, Subscriber will be allowed to access and use only the specific Program Vehicle which has been designated for Subscriber’s use during the Term of this Agreement and pursuant to the terms and conditions of this Agreement. Subscriber and Authorized Drivers will have access to and will operate the Program Vehicle only pursuant to the terms of this Agreement, and except as otherwise expressly permitted by FlexRide in writing, neither Subscriber nor any Authorized Driver will have or acquire any other right, title, or interest in or to the Program Vehicle, including, but not limited to, any option to purchase the Program Vehicle. After the expiration or termination of the Term for any reason and after Subscriber has Returned the Program Vehicle per FlexRide’s instructions, FlexRide does not guarantee the future availability of the Program Vehicle, or any other vehicle, should Subscriber choose to reinstate his or her expired or terminated Subscription in the Program by re-submitting an Application for Subscription. THIS IS NOT A SALE. OWNERSHIP/SECURITY INTEREST: WE OWN AND RETAIN TITLE TO THE VEHICLE. As the subscriber, YOU ACQUIRE NO OWNERSHIP, WHETHER LEGAL OR EQUITABLE

Choice of Vehicles: The particular vehicles from which Subscriber may select a Program Vehicle shall be set forth in email or on the Mobile App or the Website and determined in the sole discretion of FlexRide and may be affected by Subscriber’s selected Subscription Plan. The vehicles available for use under the Program as a Program Vehicle pursuant to each Subscription Plan may be changed by FlexRide in its sole discretion and without notice to Subscriber at any time. FlexRide will use its best efforts to obtain the Program Vehicle model requested by Subscriber as promptly as possible in relation to Subscriber’s request but does not guarantee that a particular (or any) Program Vehicle will be available at a or any particular time.

Delivery and Return of Program Vehicle: Unless otherwise specified by FlexRide, all Program Vehicle deliveries and Returns must either occur at the location designated by FlexRide or be facilitated by FlexRide at a location designated by FlexRide within the Return Radius. It is Subscriber’s responsibility to ensure that Subscriber delivers the Program Vehicle to the proper location within the Return Radius, or such other destination as instructed by FlexRide at the proper or scheduled time in order to facilitate the delivery or Return of the Program Vehicle (as applicable). FlexRide may require Subscriber to Return a Program Vehicle for any reason or no reason at any time. Subscriber will comply with any Return Request and will make arrangements to have each such Program Vehicle Returned to FlexRide or to a location designated by FlexRide or its Agent pursuant to the instructions provided by FlexRide in connection with such return request, as soon as safely practicable, but in no event more than twelve (12) hours after a Return Request has been made, unless otherwise provided in this Agreement or in another writing by FlexRide.

Visual Inspection: Subscriber will perform a “walk around” visual inspection of the exterior of the Program Vehicle with a FlexRide representative at FlexRide or at an applicable Local Vehicle Storage location prior to taking possession of such Program Vehicle in order to confirm that there is no visible damage to the Program Vehicle at the time Subscriber takes possession of such Program Vehicle. Any such damage must be reported by the Subscriber via email or through the Mobile App or the Website.

Acknowledgment of Vehicle Condition at Delivery: By signing this Agreement, Subscriber acknowledges that the Program Vehicle is being delivered in good operating condition and that all equipment is functional, except as expressly noted on the Vehicle Inspection Sheet or otherwise documented in writing at the time of delivery.

Returning the Program Vehicle: Upon expiration of the FlexLease Term, Subscriber will Return the Program Vehicle by Returning the Program Vehicle to the destination designated by FlexRide unless FlexRide extends or renews the agreement. After the expiration of the Term, Subscriber may use the same or a different Program Vehicle by re-applying again via email or through the Mobile App or the Website unless the requirement for a new application is waived by FlexRide. In any event, Subscriber must Return the Program Vehicle on or before the last day of the Term. Subscriber is responsible for ensuring that each Program Vehicle is Returned in a clean condition and in the same condition (ordinary wear and tear excepted) as when Subscriber originally took possession of such Program Vehicle.

Fuel or Electric Charge: Each Program Vehicle will be delivered or made available to Subscriber with a full or nearly full tank of fuel or electric charge, when (and to the extent) possible. Subscriber is responsible for Returning the Program Vehicle with a full tank of fuel (except for fully electric Program Vehicles). If Subscriber Returns the Program Vehicle without a full tank of fuel (except for fully electric Program Vehicles), Subscriber will pay the cost of replacing such fuel as described on the Cover Page.

Vehicle Location: You agree that you will store/garage the Program Vehicle at your address stated on the cover page of this agreement or at such other address to which you and we agree upon in writing. Such location shall not be changed without providing at least 7 days prior written notice of the change to us and we acknowledge it in writing. You will breach this agreement, giving us the right to immediate possession (or as otherwise provided or limited by applicable law) of the Program Vehicle if this Section is not followed.

Methods of Contacting Subscriber: Subscriber agrees that contact by on behalf of FlexRide may be made to any mailing address, telephone number, cellular phone number, e-mail address, or any other electronic address that Subscriber has provided or may in the future provide to FlexRide for each of the Subscriber and for any Authorized Driver. Subscriber agrees and acknowledges that any e-mail address or any other electronic address that Subscriber provides to FlexRide is Subscriber’s private address and is not accessible to unauthorized third parties. Subscriber agrees that in addition to individual persons attempting to communicate directly with Subscriber, any type of contact described above may be made using, among other methods, pre-recorded or artificial voice messages delivered by an automatic telephone dialing system, pre-set e-mail messages delivered by an automatic e-mailing system, or any other pre-set electronic messages delivered by any other automatic electronic messaging system. Subscriber agrees that any telephone and cellular phone calls may be monitored and/or recorded by or on behalf of FlexRide in furtherance of the Program services. Subscriber agrees to update FlexRide with any changes to contact information of the kind set forth in this paragraph.

Odometer Disclosure: When you return the Vehicle to us upon the termination or expiration of this Lease, you will be required to disclose the Vehicle's mileage in accordance with applicable federal and state laws. You authorize us to sign your name on the odometer disclosure statement if you have not executed one for us as requested.

Periodic Inspections: We reserve the right to inspect the Vehicle at any reasonable time and place and you agree to provide us with reasonable access to the Vehicle for this purpose.

Connected Car Data: The Program Vehicles are equipped with electronic surveillance and telematics technologies, including but not limited to a global positioning satellite (“GPS”), satellite navigation system, sensing and diagnostic modules (“SDM”), data communication modules (“DCM”), and event data recorders (“EDR”) and/or other technologies that can collect and transmit data (such as location data) about the Program Vehicles (collectively, the “Telematics Systems”), which Telematics Systems are used for the purposes of (i) monitor the Program Vehicle's condition, performance and operation, track fuel consumption, distance travelled, driving behavior (including but not limited to speeding, reckless driving, etc. (ii) recording the Program Vehicle’s location upon non-payment or delayed or non-return of the Program Vehicle; (iii) transmitting information concerning a crash in which the Program Vehicle has been involved to a central communications system when a crash occurs, as well as providing other collision detections and notifications; (iv) providing service warnings; (v) tracking air bag deployment and other incident data; (vi) providing diagnostic data such as fuel and oil levels; (vii) providing navigational services; and
(viii) tracking stolen or unreturned Program Vehicles. If the Program Vehicle is not returned at the Return date and time, FlexRide may notify Subscriber of FlexRide’s intent to use electronic self-help to retrieve the Program Vehicle, and Subscriber agrees that electronic self-help may be employed by FlexRide as described in this section. FlexRide reserves the right to resort to electronic self-help on or after the Return date, in FlexRide’s sole discretion. Subscribers may contact FlexRide at our number listed on this Agreement with any concerns Subscriber has regarding this Agreement. The Telematics System may (in whole or in part) have been installed or affixed after the Program Vehicle’s manufacture. The Telematics System utilizes wireless technology to transmit data and, therefore, privacy cannot be guaranteed and is specifically disclaimed by Subscriber and/or Authorized Driver. Subscriber expressly consents to the installation of the Telematics System in the Program Vehicle and Subscriber acknowledges and agrees that: (a) Subscriber has no expectation of privacy related to Subscriber’s use of the Vehicle; (b) FlexRide is not responsible for the operability of the Telematics System; (c) to the extent permissible by law, FlexRide, and any affiliates, and third parties acting on FlexRide’s behalf: (i) may have access to the information supplied by the Telematics System, including, but not limited to: location, automatic crash notification, operational, mileage, diagnostic vehicle health data, tolling (if permitted by law), performance, and driver behavior (collectively, the “Telematics Data”); and (ii) may monitor the Program Vehicle or disclose such information to the extent permitted by law; and (d) it is Subscriber’s obligation to inform any and all Authorized Drivers and passengers of the terms of this paragraph. Use of the Telematics System (which may occur automatically by using the Program Vehicle) is subject to the FlexRide Privacy Policy (“Privacy Policy”). By entering into this Agreement, Subscriber consents to such Privacy Policy and to the collection, use, monitoring, and disclosure of the Telematics Data (including, but not limited to the disclosure of aggregated data for marketing purposes) to the extent permitted by law. The subscriber acknowledges that disabling any of the Telematics Systems will result in a breach of this Agreement and is cause for termination of this Agreement and FlexRide’s retrieval of the Program Vehicle.

Vehicle Changes: Subscriber may Return a Program Vehicle at any time in accordance with this Agreement. A Subscriber who wishes to obtain a different Program Vehicle must originate a new FlexLease agreement, including payment of the initial payment applicable to that vehicle at then-current pricing. Initial payments are vehicle-specific and non-transferable. FlexRide may, from time to time and in its sole discretion, extend vehicle upgrade invitations to qualifying Subscribers under FlexRide's then-current policies. Any such invitation is not a feature of any Subscription Plan, creates no entitlement or expectation, and may be modified, withheld, or discontinued at any time.

7. Insurance and Liability

7.1 Overview and Definitions

7.1.1 Required Insurance means the insurance coverage that must exist at all times during the Term of the FlexLease agreement, whether provided through FlexProtect Coverage arranged by FlexRide or through a Subscriber-provided policy approved under the BYO Insurance option.
7.1.2 FlexProtect Coverage means the insurance procured by FlexRide, as the insured party, through a third-party insurer to satisfy Required Insurance obligations for the Program Vehicle.
7.1.3 BYO Insurance means Subscriber-provided insurance that satisfies Required Insurance obligations and has been reviewed and approved by FlexRide.
7.1.4 Insured Drivers means Subscriber and any Authorized Driver who is permitted under this Agreement to operate the Program Vehicle and to whom coverage under FlexProtect, if elected, may extend solely in their capacity as permissive operators.

7.2 Required Insurance Obligations

7.2.1 Continuous Coverage Required

Required Insurance must be in force continuously and without interruption from the moment Subscriber takes possession of the Program Vehicle until it is Returned and accepted by FlexRide.
Any lapse is an immediate Default and may result in termination and recovery of the Program Vehicle, subject to applicable law.

7.2.2 Minimum Coverage Elements

Required Insurance must include, at minimum:
(a) Liability insurance meeting or exceeding the statutory minimums of the jurisdiction where the Program Vehicle is registered or primarily garaged.
(b) Collision coverage with a deductible not exceeding 1,000 dollars unless FlexRide approves another amount in writing.
(c) Comprehensive coverage (fire, theft, vandalism, natural events) with a deductible not exceeding 1,000 dollars unless approved in writing.
(d) PIP, MedPay, or no-fault coverage where required by applicable law.

7.2.3 Additional Insured and Loss Payee Requirements (BYO Insurance Only)

If Subscriber provides BYO Insurance, all applicable policies must:

Name FlexRide (and any assignee) as additional insured and loss payee;
Provide no less than 10 days’ prior written notice to FlexRide of cancellation, nonrenewal, or material change.

7.2.4 Proof of Insurance

Upon request, Subscriber must promptly provide policy documents, declarations pages, endorsements, proof of payment, or other evidence as reasonably required by FlexRide.

7.2.5 Priority of Coverage

To the maximum extent permitted by applicable law, Subscriber’s own insurance is primary for all bodily injury, property damage, and physical damage liability associated with Subscriber’s or an Authorized Driver’s operation of the Program Vehicle. Any FlexProtect Coverage applies only to the extent and in the manner provided in the third-party insurer’s policy.

7.3 FlexProtect Coverage (FlexRide-Arranged Insurance)

7.3.1 Nature of FlexProtect; Subscriber Is Not the Insured

If elected and approved, FlexProtect Coverage satisfies the Required Insurance obligations through insurance procured by FlexRide as the insured party and for the protection of FlexRide and the Program Vehicle. Subscriber is not an insured, additional insured, loss payee, or policyholder under FlexProtect.

Coverage under FlexProtect extends to the Subscriber and any Authorized Driver only as permissive users of a Program Vehicle owned and insured by FlexRide and only to the extent permitted by the third-party insurer’s policy terms.

FlexProtect Coverage may not fully cover all liability or losses. Subscriber is strongly encouraged to consult with their own insurance representative to determine whether additional personal insurance is appropriate.

7.3.2 FlexProtect Tiers

FlexRide may offer one or more of the following tiers:

(a) FlexProtect Basic

Liability coverage meeting minimum statutory requirements.
Collision coverage for Program Vehicle collision damage.
Coverage subject to all deductibles, limitations, and exclusions of the policy.

(b) FlexProtect Standard

All coverages under Basic.
Roadside assistance services.

(c) FlexProtect Premium

All coverages under Standard.
Loss Damage Waiver for certain non-collision events (e.g., theft, fire, vandalism).
Temporary loaner vehicle during covered repairs (subject to availability).
Waiver of start/down payment for a replacement vehicle after a total loss or long-term out-of-service event.

7.3.3 Policy Terms Govern

All FlexProtect Coverage is subject solely to the terms, limits, exclusions, endorsements, and conditions of the third-party insurer’s policy, which are incorporated by reference into this Agreement.
If a conflict exists between this Agreement and the policy, the policy controls.

7.3.4 PIP, No-Fault, UM/UIM, and Optional Coverages

Where legally required, FlexProtect may include PIP or no-fault benefits. To the extent permitted by law, Subscriber’s personal coverage will be primary over any such benefits.
FlexRide may reject optional coverages (e.g., UM/UIM) at its sole discretion and is authorized to sign any required acceptance or rejection forms on Subscriber’s behalf to the extent permitted by law.

7.4 BYO Insurance (Subscriber-Provided Insurance)

7.4.1 Approved Insurance Carriers (Carrier Requirement)

To qualify for the BYO Insurance program, Subscriber must maintain an active auto insurance policy issued by a carrier on FlexRide’s Preferred Insurance Carrier List or Acceptable Insurance Carrier List, as updated by FlexRide from time to time.

FlexRide will approve BYO Insurance only if the policy is issued by one of the following insurers:

Preferred Insurance Carriers

· Progressive Insurance

· Erie Insurance

· Allstate Insurance

· Geico

· Farmers

· Nationwide Insurance

· Liberty Mutual

· Berkshire Hathaway (including subsidiaries)

Acceptable Insurance Carriers

· Amica

· USAA

· Travelers

· American Family Insurance

· Root Insurance

· GoAuto

· Founders

· Safe Auto

· Hartford

FlexRide reserves the right, in its sole discretion, to:
(a) modify these carrier lists at any time;
(b) reject any insurer whose financial stability, claims handling performance, underwriting standards, or compliance practices are deemed insufficient; and
(c) require Subscriber to switch to FlexProtect Coverage if the insurer becomes unacceptable or is removed from the list.

If a Subscriber wishes to use a carrier not on either list, prior written approval is required. Approval is not guaranteed and may be denied for any reason.

7.4.2 Election and Fees

If permitted by FlexRide, Subscriber may elect BYO Insurance. Subscriber must pay:

A weekly administrative and monitoring fee.
A one-time verification fee.
These amounts are not insurance premiums and are not paid to an insurer.

7.4.3 Approval and Ongoing Review

FlexRide may approve, reject, or revoke BYO Insurance at any time based on insurer quality, financial strength, coverage sufficiency, deductibles, policy compliance, or claim history.

7.4.4 Repeated Cancellation = Mandatory FlexProtect

If the Subscriber’s BYO Insurance lapses, cancels, or terminates even once in any six-month period, the Subscriber must—at FlexRide’s direction—purchase and maintain a FlexProtect tier for:

The remainder of the current Term, and
Any future FlexLease Agreements.
This requirement is mandatory and non-waivable once triggered, except as required by law.

7.5 Consequences of Failure to Maintain Required Insurance

7.5.1 Immediate Default and Recovery

Failure to maintain Required Insurance is an automatic Default.
Subject to applicable law, FlexRide may immediately:

Terminate the FlexLease;
Disable, secure, or electronically recover the Program Vehicle;
Physically repossess the Program Vehicle;
Demand payment of all amounts due under this Agreement.

7.5.2 Subscriber Liability for Uninsured Losses

Subscriber is fully responsible for any loss, liability, or damage that is:

Not covered by insurance;
Excluded under the applicable policy;
In excess of policy limits;
Denied due to late reporting, lack of cooperation, or policy conditions;
Subject to any deductible, SIR, or out-of-pocket expense.

This includes, without limitation:

Physical damage or total loss of the Program Vehicle;
Bodily injury or property damage claims;
Towing, storage, impound, and administrative fees;
Loss of use;
Diminution in value.

7.6 Deductibles and Financial Responsibility

7.6.1 FlexProtect Deductibles

Subscriber must pay the applicable deductible for every covered loss under FlexProtect. FlexRide or the insurer may charge Subscriber up to the deductible upon determining a covered loss has occurred.

7.6.2 BYO Insurance Deductibles

Subscriber must pay all deductibles under BYO Insurance, plus any amounts not paid by the insurer.

7.6.3 Application of Insurance Proceeds

FlexRide is authorized to receive and apply any insurance proceeds to amounts owed under this Agreement.
Subscriber appoints FlexRide as Subscriber’s attorney-in-fact to endorse any insurance checks relating to the Program Vehicle until all obligations under this Agreement are satisfied.

7.7 Exclusions and Limitations

To the extent permitted by law, insurance under FlexProtect or BYO Insurance does not apply to losses arising from:
(a) Criminal, intentional, fraudulent, or grossly negligent conduct;
(b) Prohibited Use or violation of this Agreement;
(c) Operation by an unauthorized driver;
(d) Commercial or high-risk activity not permitted under this Agreement;
(e) Loss of or damage to personal property;
(f) Any exclusion contained in the applicable policy.

Subscriber’s personal property is not covered under any circumstances.

7.8 Reporting, Cooperation, and Claims

7.8.1 Mandatory Reporting

Subscriber must report immediately, and in all cases within the insurer’s required timeframe:

Accidents;
Damage;
Theft;
Vandalism;
Any other loss.

Reports must be made to:

FlexRide;
The applicable insurer;
Law enforcement (when required by law).

7.8.2 Cooperation Required

Subscriber and all Authorized Drivers must fully cooperate with FlexRide and the insurer, including providing:

Statements;
Documents;
Records;
Examinations under oath (if required);
Information for subrogation or recovery efforts.

7.8.3 Effect of Non-Cooperation

If Subscriber fails to cooperate or report timely, coverage may be denied, and Subscriber will be personally responsible for all resulting losses to the fullest extent permitted by law.

7.9 FlexRide Not an Insurer; Graves Amendment

7.9.1 FlexRide Not an Insurer

FlexRide is not an insurance company, broker, or agent. FlexRide does not underwrite or adjust claims. All claims are handled exclusively by the third-party insurer. FlexRide’s role is limited to arranging coverage and administering billing.

7.9.2 Graves Amendment Compliance

FlexRide retains all protections under 49 U.S.C. § 30106 (Graves Amendment).
FlexRide has no vicarious liability for the acts or omissions of Subscriber or any Authorized Driver except as required by law.

8. Repossession and Recovery of Program Vehicles

To the extent permitted by Law, FlexRide reserves the right to recover or repossess the Program Vehicle at any time without notice, at Subscriber's expense, if Subscriber or any (current or previous) Authorized Driver violates this Agreement or upon termination or expiration of this Agreement and the Program Vehicle has still not been Returned. Subscriber agrees to pay all costs, including but not limited to third party repossession costs and fees and other reasonable court costs and attorneys' fees, if any, associated with FlexRide repossession or recovery of any Program Vehicle. Subscriber and Authorized Driver hereby agree to waive all claims for damages or other Losses related to FlexRide's repossession or recovery of the Program Vehicle.

9. Disclaimers and Limitations of Liability

Disclaimer of Warranties

Subscriber and authorized driver access, use, operate, and take possession of the program vehicle and any optional accessories “as is” and FlexRide hereby excludes any and all warranties, both express and implied, with respect to the FlexLease vehicle, the program (including the operation, performance, and results thereof), the mobile app, the website, and any optional accessories, including but not limited to any implied warranty of merchantability or fitness for a particular purpose.

Disclaimer of Liability

Under no circumstances shall the FlexRide parties be liable for any and all claims, actions, losses, liabilities, damages, fees, fines, expenses, costs, and penalties (collectively “losses”) incurred or sustained by or imposed upon any of the FlexRide parties, subscriber or any (current or previous) authorized drivers, based upon, arising out of, with respect to, or by reason of subscriber's or any (current or previous) authorized driver's criminal, willful, or negligent action or omission in connection with this agreement, the access, use, or operation of the program vehicle, or in connection with participation in the program.

Disclaimer of Responsibility for Personal Property

The FlexRide parties are not liable for any person's lost, stolen, or damaged property in and from the program vehicle, including but not limited to damage or loss.

Disclaimer of Special, Consequential, and Other Damages

The FlexRide parties are not liable for any and all indirect, incidental, special, punitive, exemplary, economic, incidental, loss of income, loss of profits, loss of use, loss of earnings, inconvenience, consequential, or other damages sustained in connection with this agreement, the program, or the program vehicle. Without limiting the foregoing, the FlexRide parties will have no liability for (a) any loss of or damage to any goods or other personal property in or on program vehicles or in or on any third party vehicle; (b) any losses (including with respect to personal injury, death, or property damage) in relation to subscriber, any (current or previous) authorized driver, or any third party; (c) any losses incurred by subscriber or any (current or previous) authorized driver as a result of any claims made by a third party; or (d) any losses incurred by subscriber or any (current or previous) authorized driver in connection to either (i) the non-availability, supply, operation, or use of the program vehicle or (ii) any accessories in or to the program vehicle, whether supplied by FlexRide or by subscriber or authorized driver (including but not limited to luggage racks, bicycle racks, and child safety seats). In all cases, subscriber and authorized driver are responsible for the safe installation of such accessories and must check the condition of accessories in or to program vehicles before each use.

10. Dispute Resolution

Binding Mutual Arbitration

Any dispute, claim, or controversy in connection with, arising out of, or relating to a Subscription in the Program, this Agreement, or the breach, termination, enforcement, interpretation, or validity of this Agreement, including but not limited to the determination of the scope or applicability of this agreement to arbitrate (a “Dispute”) will be determined by arbitration in the State in which this Agreement was executed 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.

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.

Costs

The arbitrator will determine how the costs and expenses of the arbitration will be allocated between the Parties and may award attorneys' fees (in any case subject to the attorneys' fees provisions hereunder as applicable).

Remedies

The arbitrator will have the power to award any party any remedies that would be available to that Party in his or her individual capacity under this Agreement or otherwise in a court of law for the Dispute presented to and decided by the arbitrator.

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, the remaining portions of this section will remain in force.

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 of Virginia, 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 sentence 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).

Right to Legal Recourse for Nonpayment and Recovery

Notwithstanding the foregoing arbitration requirement, FlexRide reserves the right to pursue legal action in a court of competent jurisdiction for the limited purpose of collecting unpaid amounts, recovering possession of Program Vehicles, and enforcing FlexRide's security interest in Program Vehicles. This exception is limited to actions initiated by FlexRide for nonpayment or recovery of vehicles and does not affect the arbitration requirement for all other disputes.

11. Term and Termination

Term

This Agreement will commence at the time that Applicant has been accepted as a Subscriber and FlexRide has received Subscriber's initial payment, including security deposit when required, and will continue in effect for a period of either one (1), three (3), six (6), or twelve (12) months as indicated on the Cover Page (the “Term”) unless terminated by FlexRide in its sole discretion or until otherwise terminated pursuant to this Agreement.

This Agreement will be terminated as follows:

Upon termination by FlexRide; and/or
Immediately in FlexRide's sole discretion if:
- Subscriber fails to meet the Eligibility Criteria.
- Subscriber fails to abide by the terms of this Agreement (including but not limited to a failure to pay any of the amounts due under this Agreement by the applicable due date);
- Any (current or previous) Authorized Driver fails to abide by the terms of this Agreement applicable to Authorized Driver;
- If the Program Vehicle sustains any damage exceeding $6000 while in use by Subscriber.

Subscriber may voluntarily terminate this FlexLease without penalty before the end of its Term if you return the Program Vehicle to us in good condition, undamaged, and pay all amounts due under the FlexLease through the date of termination, including without limitation outstanding payments and excess mileage charges.

Effect of Termination

Upon termination of this Agreement, any rights Subscriber and Authorized Driver have to use the Program Vehicle and to participate in the Program will immediately terminate, and Subscriber or Authorized Driver, as applicable, will (as soon as safely practicable) cease operation of the Program Vehicle and make arrangements to have such Program Vehicle Returned to FlexRide pursuant to FlexRide's instructions regarding such Return as soon as safely practicable (but in no event after 1 business day). Termination of this Agreement will not affect or diminish any obligations of Subscriber's until the Program Vehicle is returned to FlexRide and is within FlexRide's possession. Additionally, termination of this Agreement and return of the Program Vehicle will not affect any provisions of this Agreement which survive termination of this Agreement pursuant to Section 10 herein. No Subscription Fees or any other amounts previously paid by Subscriber will be returned or refunded to Subscriber in the event the Agreement is terminated prior to the end of the Term. With respect to any termination of this Agreement, Subscriber will remain responsible for any fees, costs, or expenses incurred prior to termination of this Agreement (including but not limited to all applicable amounts due described in Section 4 (Fees, Payments, and Defaults).

If this Agreement is terminated early because of the total loss or destruction of the Program Vehicle and you have maintained the Required Insurance within this Lease, there will be an insurance settlement. In that case (1) we will receive all the proceeds of any insurance required under this Lease and from any other person on account of the total loss or destruction of the Vehicle; (2) you will pay us all amounts past due under this Lease as of the date of our receipt of such proceeds; and (3) you pay us the amount of the applicable insurance deductible.
If this Lease is terminated early because of the total loss or destruction of the Vehicle and you have not maintained the Required Insurance within this Lease, you agree to pay an amount equal to the remaining balance of the Base Periodic Payments, Residual Value, and any amounts outstanding under the Lease, less the reasonable value of the salvage vehicle, unless paid by insurance.

12. General Provisions

Entire Agreement; Survival; Conflict with Law

The Schedules to this Agreement, the Cover Page, the Program FAQs accessible either by email, the Mobile App, or the Website (collectively the “FAQs”), and the FlexRide Mobile App and Website Terms of Service (included as Schedule 1 to this Agreement), each as amended, modified, or supplemented from time to time, are incorporated by reference into this Agreement. To the extent there is a direct conflict between a provision or term of this Agreement and a Law applicable to this Agreement or a rental of a Program Vehicle, the applicable Law will govern. This Agreement may be executed in two or more counterparts, and it is not necessary that the signatures of all the parties hereto appear on the same counterpart, but such counterparts together will constitute a single effective Agreement. Further, counterparts to this Agreement may be executed by hand or by any electronic signature or consent, and executed counterparts may be delivered via facsimile, electronic mail, or other similar transmission method, and any executed counterpart so delivered shall be valid and effective for all purposes. Any edits made to this Agreement so as to include Vehicle identification information or specifics may be made by FlexRide in their sole discretion and will be incorporated herein without further approval or execution.

Acknowledgment that Subscriber has Read this Agreement

By accepting this Agreement, Subscriber represents and warrants to FlexRide that Subscriber has received all explanations that Subscriber has reasonably requested concerning the content of this Agreement, including but not limited to all schedules, and that Subscriber has carefully reviewed and understands Subscriber's commitments and obligations hereunder.

No Assignment by Subscriber or Authorized Driver

The rights and obligations of Subscriber and Authorized Driver under this Agreement are not assignable or transferable in whole or in part by Subscriber or Authorized Driver. Any attempt by Subscriber or Authorized Driver to transfer this Agreement without FlexRide written consent will be void and of no force and effect.

Assignment by FlexRide Permissible

FlexRide may assign this Agreement or its rights and responsibilities pursuant to this Agreement (including its right to recover any Fees, Charges, or other payment streams) to one or more affiliates, agents, contractors, or third parties without notice to Subscriber. Further, FlexRide may allow affiliates, agents, contractors, or third parties to join in and be bound to this Agreement in FlexRide's sole discretion. For example, but without limiting the foregoing, FlexRide may appoint an affiliate or third party to repossess or recover Program Vehicles or to process tickets and tolls.

No Waiver

No delay or omission by FlexRide in FlexRide's exercise of any right or power occurring upon any noncompliance or default by Subscriber or an Authorized Driver with respect to any of the terms of this Agreement shall impair any such right or power or be construed to be a waiver thereof. Any waiver by FlexRide of any covenant, condition, or agreement to be performed by Subscribers or any (current or previous) Authorized Driver shall not be deemed to be a waiver of any prior or subsequent breach of the same or of any other covenant, condition, or agreement hereunder. Unless stated otherwise, all remedies provided for in this Agreement shall be cumulative and in addition to and not in lieu of any other remedies available to either Party at Law, in equity, or otherwise.

Severability

If any term, provision, covenant, or condition of this Agreement is held invalid or unenforceable for any reason, the remainder of the provisions will continue in full force and effect as if this Agreement had been executed with the 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.

Modification

FlexRide reserves the right to modify, change, or revise this Agreement (in whole or in part) (each a “Modification”), including but not limited to the schedules to this Agreement or the Vehicle identification information on the Cover Page, at any time and from time to time. In particular, if or when specific Vehicle identification information (including but not limited to a vehicle identification number or a license plate number) is obtained by FlexRide after the execution of this Agreement, such information will be incorporated into this Agreement and the Cover Page once obtained by FlexRide, which Modification does not require Subscriber's consent and a revised Agreement containing such Modification will be sent by FlexRide to Subscriber prior to the delivery of the Vehicle. For the avoidance of doubt, any Agreement revised so as to include Vehicle identification information shall not require re-execution by the Parties and shall take immediate effect. Further, all terms of this Agreement as originally presented to and executed by Subscriber shall remain valid and binding upon Subscriber despite the Modifications made. Subscriber will inform the current Authorized Driver listed by FlexRide on Subscriber's account of any Modification to the Agreement. Subscriber's and such Authorized Driver's continued use of Program services after any Modification to this Agreement will constitute their continued consent to the Agreement as modified.

Notices

Any notices or communications required or permitted to be given to Subscriber shall be in writing and shall be sufficiently given if emailed to Subscriber or if posted on the Mobile App or the Website. Any notices or communications required or permitted to be given to FlexRide shall be in the form required by this Agreement for such notice.

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, words in the singular or plural form include the plural and singular form, respectively, and words denoting gender include the masculine, feminine, and neuter.

By signing you confirm you have read and agree to the terms offered in this Agreement, including the Other Important Terms with an arbitration provision. You confirm that before signing we gave you the filled-in Agreement and you were free to download and review it.

FlexLease Agreement As of 07/11/2026

2023 Toyota BZ4X

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