Vehicle Subscription Agreement – Vehicle Subscription Terms and Conditions
1. Agreement for access to a Vehicle. This is an agreement to subscribe to a service that provides access to a Vehicle from Prazo.
2. Definitions. Capitalized terms used in this Agreement have the meanings set out herein and below:
“Agreement” means these Vehicle Subscription Agreement Terms and Conditions and the Additional Terms attached as Exhibit A.
“Prazo” means Prazo, Inc., dba Borrow.
“Subscription ” means Your exclusive access to the Vehicle from Prazo under the terms of this Agreement.
“Subscription Period” means the time period You indicated upon signup at joinborrow.com
“Vehicle” means the automobile or truck identified herein and and all its tires, tools, accessories, equipment, keys and vehicle documents.
“You” or “Your” means the person identified as the Customer of the service in the Borrow User Agreement. All persons referred to as “You” or “Your” are jointly and severally bound by this Agreement.
3. Driver Eligibility. The Vehicle may be driven only by You. Operation by an unauthorized driver voids any and all coverages. You agree and acknowledge that You are: (a) at least twenty-one (21) years old; (b) have at least one (1) years’ driving experience; (c) have no major violations or alcohol/drug related incidents in the past three years; (d) have no more than two violations or accidents combined in the past three years; (e) have been licensed to drive for at least one year and be in possession of a valid driver’s license (you may be required to provide a copy of Your driver’s license when subscribing a vehicle); and (f) have a valid Visa, MasterCard, Discover, Diners Club, JCB, or American Express credit or charge card. By entering into this Agreement You agree to provide documentation to Prazo at any time to confirm Your eligibility.
4. Use Restriction. As a condition of Your being eligible to subscribe to the Prazo service, You agree that You will operate the Vehicle in a safe and prudent manner, and that the Vehicle will not be used or operated as follows: (a) by anyone other than You, unless permitted by an applicable insurance policy; (b) operation of the Vehicle under the influence of drugs or alcohol in violation of Section 23152 of the California Vehicle Code, (c) by anyone under the influence of any prescription or non-prescription drug for which driving during use is not recommended on the label, or by reasonable opinion of a pharmacist or doctor, or after You have consumed, vaporized, smoked, inhaled, or otherwise “used” any illegal, restricted, or controlled substances or drugs; (d) to propel or tow any trailer or other vehicle; (e) except in an emergency, upon 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; (f) without making a reasonable effort to ensure that all occupants including You are wearing their seat belts; (g) for transporting groups, such as church groups, scout troops, athletic teams, etc.; (h) for transporting any property deemed hazardous by reason of being flammable, explosive, fissionable or corrosive, or any drugs or contraband material; (i) loaded beyond the manufacturer’s stated passenger capacity; (j) for carrying passengers other than in the interior or cab of the Vehicle; (k) for picking up or driving hitchhikers or persons unknown to You; (l) 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; (m) while wearing any device that limits Your ability to hear, see, and otherwise judge driving conditions; (n) without following all applicable laws governing headphone use in vehicles (which may differ by state); (o) for use as a for-hire vehicle, for commercial purposes, or for anything other than personal use; (p) driven or transported to Canada, Mexico, or any other destination outside of the United States;; (q) transported by truck, train, aircraft, or vessel for any reason, (except for pre-approved short-distance ferry transportation); (r) to carry out a crime or participate in any other illegal activity; or (s) without obeying all applicable seat-belt laws.
4.1 Mileage Restriction. You agree that You will not exceed 1,200 miles per month in your Vehicle. Any overage will be billed at the rate of $0.25 per mile and will be charged upon Vehicle return.
5. Subscription, Indemnity and Warranties. This is a contract for subscription to the service from Prazo. Prazo may repossess the Vehicle at Your expense without notice to You if the Vehicle is abandoned or used in violation of law or this Agreement. Subject to the terms of this Agreement, You agree to indemnify Prazo including its officers, directors, employees and agents (the “Indemnified Parties”), defend the Indemnified Parties and hold the Indemnified Parties harmless from all claims, liability, costs and attorney fees the Indemnified Parties incur resulting from, or arising out of, this Subscription and Your use of the Vehicle. Prazo makes no warranties, express, implied or apparent, regarding the Vehicle, no warranty of merchantability and no warranty that the Vehicle is fit for a particular purpose.
6. Condition and Return of Vehicle. You must return the Vehicle to Prazo in the same condition that You received it, except for ordinary wear. Service to the Vehicle or replacement of parts or accessories during the Subscription must have Prazo’s prior approval. Also, if You fail to return the Vehicle, You will be deemed to be in unlawful possession of the Vehicle and Prazo may exercise all of its rights and remedies including the right to recover possession of the Vehicle.
7. Responsibility for Damage or Loss; Reporting to Police. You are responsible for all damage to or loss of the Vehicle caused by collision whether or not You are at fault. You are responsible for missing equipment and the cost of repair or the actual retail value of the Vehicle on the date of the loss if the Vehicle is not repairable. You are responsible for Prazo’s administrative expenses arising out of a Vehicle damage claim in accordance with law. You are responsible for all damage that occurs in connection with a theft of the vehicle. You are responsible for loss due to theft and all damage due to vandalism of the Vehicle if You fail to exercise ordinary care while in possession of the Vehicle. Allowing a person to use the Vehicle is not an exercise of ordinary care, but a willful, and reckless act and is a breach of this agreement. You must report all accidents involving the Vehicle or theft of the Vehicle and vandalism to Prazo within twenty-four (24) hours of occurrence, and to the police as soon as You discover them. As part of such accident report you must provide a written description of the accident and the insurance information of the other parties involved. You must make a reasonable effort to secure evidence from any available witnesses to the accident.
8. Insurance. You are responsible for all damage or loss You cause to others, subject to your own insurance coverage or any insurance coverage included with your subscription.
9. Charges and Costs. You confirm that Prazo may charge your credit card, at the inception of this Subscription, and monthly thereafter, all charges due under this Agreement, including the charges and fees shown during your signup at www.joinborrow.com and Exhibit A as well as: (a) all expenses Prazo incurs locating and recovering the Vehicle if You fail to return it or if Prazo elects to repossess the Vehicle under the terms of this Agreement; (b) all costs including pre- and post-judgment attorney fees Prazo incurs collecting payment from You or otherwise enforcing or defending its rights under this Agreement; and (c) a two percent (2%) per month late payment fee or the maximum amount allowed by law on all amounts past due. Prazo may require payment of a deposit at the time of subscription and may use Your deposit to pay any amounts owed under this Agreement.
10. Your Property; Name and Likeness; Press and Social Media. You release Prazo and each of its directors, officers, managers, members, agents and employees from all claims for loss of, or damage to, Your personal property or that of any other person, that was received, handled or stored, or that was left or carried in or on the Vehicle or in any service vehicle or in Prazo’s offices, whether or not the loss or damage was caused by Prazo’s negligence or was otherwise Prazo’s responsibility.
You hereby grant to Prazo the irrevocable right and unrestricted permission to use Your name, likeness, image, voice, and/or appearance as such may be embodied in any photos, video recordings, audiotapes, digital images, and the like, taken or made on behalf of Prazo. You agree that Prazo has complete ownership of such material and can use said material for any purpose consistent with Prazo’s business purpose. These uses include, but are not limited to, videos, publications, advertisements, news releases, websites, and any promotional or educational materials in any medium. You acknowledge that You will not receive any compensation for the use of such images, video, or likeness.
You agree to return with the Vehicle to Prazo headquarters, or a mutually agreed upon location, at a mutually agreed upon date and time, within thirty (30) days of the Subscription commencement for a promotional session related to your subscription including but not limited to photography, video, press interviews, and social media promotion.
11. Limitation on Liability. Unless prohibited by law, You release provider and ITS directors, officers, MANAGERS, MEMBERS, AGENTS AND employees from any liability for consequential, special or punitive damages in connection with this subscription.
12. GPS Vehicle Tracking. You acknowledge and agree that the Vehicle may be equipped with GPS tracking systems and that Prazo, third party operators of the GPS system or affiliates of such third parties may all have access to the location of the Vehicle or access to other information supplied by the GPS system. You acknowledge and agree that You do not have any expectation of location privacy, route privacy or speed privacy while using the Vehicle.
13. Breach of Agreement. The acts listed in Paragraph 4 above are prohibited uses of the Vehicle and breaches of this Agreement. You waive all recourse against Prazo for any criminal reports or prosecutions that Prazo take against You that arise out of Your breach of this Agreement.
14. Entire Agreement; Expiration, Modifications. The agreement between You and Prazo comprises these Vehicle Subscription Terms and Conditions, and the Additional Terms in Exhibit A. Unless otherwise explicitly stated herein, no part of this Agreement can be waived or modified except by a writing that Prazo and You have signed. If You wish to extend the Subscription Period, You must notify Prazo at least thirty (30) days prior to your subscription termination. Upon extension, you will enter a new monthly subscription period that automatically renews monthly, terminable upon thirty (30) days notice. This Agreement constitutes the entire agreement between You and Prazo. All prior representations and agreements between You and Prazo regarding this subscription are void.
15. Miscellaneous. A waiver by either You or Prazo of any breach of this Agreement is not a waiver of any additional breach or waiver of the performance of Your or Prazo’s obligations under this Agreement. Prazo’s acceptance of payment from You or Prazo’s failure, refusal or neglect to exercise any of its rights under this Agreement does not constitute a waiver of any other provision of this Agreement. If any provision of this Agreement is deemed void or unenforceable, the remaining provisions shall be valid and enforceable.
16. Governing Law. This Agreement will be governed by, and construed in accordance with, the substantive laws of the State of California without reference or regard to the conflicts of law rules thereof.
17. Electronic Document and Signature. You (i) consent to receive communications from Prazo in electronic form; and (ii) agree that all terms and conditions, agreements, notices, disclosures and any other communications that Prazo provides to You electronically satisfy any legal requirement that such communications would satisfy if they were in a print-on-paper writing. By selecting the “I Accept” button or signing Your name, You are signing this Agreement electronically, and either constitutes Your signature (“E-Signature”), acceptance and agreement as if this Agreement were actually signed by You in writing. By selecting “I Accept,” You consent to be legally bound by this Agreement’s terms and conditions, and You agree that Your electronic signature is the legal equivalent of Your manual signature on this Agreement. You also agree that no certification, authority or other third party verification is necessary to validate Your E-Signature and that the lack of such certification or third party verification will not in any way affect the enforceability of Your E-Signature or any resulting contract between You and Us.
18. Mandatory Arbitration. Any “Dispute” between You and Prazo (Collectively, “Parties”) shall be resolved by a neutral, binding arbitration, and not by a court. This procedure applies to any dispute defined herein, the agreement to arbitrate or the arbitrability of any issue. The only matter that shall be determined by a court, if necessary, shall be the Parties’ waiver to bring or participate in a class action. This arbitration clause applies to the Parties, their respective employees or agents. Parties agree to submit all Disputes to arbitration in accordance with the provisions set forth below and understand that:
DISPUTE: “Dispute” means any action, claim, or controversy of any kind arising out of, in connection with or related to the Parties’ transaction(s), relationship or conduct. “Dispute” included without limitation: claims under federal or state consumer protection laws, tort or contract, statutes or common law, at law or in equity, counterclaims, cross-claims, third party claims, or interpleaders.
FACTS ABOUT ARBITRATION: Arbitration is a private and less formal process in which a neutral arbitrator decides a dispute instead of a judge or jury. Each side has an opportunity to present some evidence to the arbitrator. A Party’s ability to discover things may be limited. Other rights Parties might have in court might not be available in arbitration. An arbitrator issues an award which a court may then enforce like a court judgment. Courts rarely overturn an arbitrator’s award.
RULES: To initiate arbitration, a party shall give written notice to the other(s) of any Dispute by certified mail, return receipt requested. The Notice shall state the nature and factual basis of the Dispute, the names and addresses of all other Parties, the amount in dispute and specific relief requested. The responding Party may answer and set forth any counterclaims. The arbitration will be conducted by one neutral impartial arbitrator mutually agreed upon by the Parties. The arbitrator shall be any attorney or retired judgment. If the Parties cannot agree on an arbitrator, an arbitrator may be appointed by a court pursuant to the Federal Arbitration Act (9 U.S.C. § 1, et seq.). The arbitrator may conduct all necessary preliminary proceedings, provide for the exchange of information and/or discovery, and set the time, date and place of any hearing, after consultation with the Parties. The award shall be issued within 30 days after the hearing is completed.
STANDARDS AND LAW: The transaction(s) of the Parties involves interstate commerce and this arbitration agreement is governed by the Federal Arbitration Act, 9 U.S.C. Section 1 through 16 (“FAA”). The arbitrator shall strictly apply applicable substantive law and statutes of limitation consistent with the FAA and honor recognized claims of privilege.
JURY TRIAL WAIVER: The Parties agree to give up their rights to a trial by a jury.
CLASS ACTION WAIVER: The Parties agree to give up any right to bring a class action lawsuit or class arbitration, or to participate in either as a claimant. The Parties agree to give up any right to consolidate or join any arbitration proceeding with the arbitration of others.
PUNITIVE DAMAGE WAIVER: The Parties waive any right to seek or recover punitive damages. No arbitrator shall have the power or authority to award punitive damages.
FEES AND COSTS: The parties will split all costs of arbitration on a 50%-50% basis. If a party fails to advance its portion of the arbitration costs or fees, any other party may advance those fees or costs without prejudice to the right to recoup the amount advanced as a prevailing party.
EXCEPTIONS: The Parties agree that this arbitration agreement is not applicable to “Small Claims” meaning those claims that can be filed in an appropriate small claims court.
Vehicle Subscription Agreement – Additional Terms
Reasonable Care: You must drive and park with reasonable care, keep the Vehicle clean, and return it on time.
No Smoking: No smoking is allowed in or directly around any Vehicle. You will be assessed a Cleaning Fee of $300 if You or any other individual violates this policy with the Vehicle.
Cleaning: You must leave the Vehicle in a clean condition and remove any trash from the Vehicle prior to returning it. You may be assessed a cleaning fee of $300 if You violate this policy.
Equipment: You are responsible to maintain all equipment in the Vehicle in good condition, including but not limited to the car key. If You return such equipment damaged or fail to return it, You will be charged fees for such damage or replacement. In the event you lose the key, you will be charged the replacement value of the key plus a convenience fee of $100.
Authorized Drivers: If your subscription includes insurance, Only You may drive or operate the Vehicle during the Subscription Period. If an unauthorized individual operates the Vehicle during the Subscription Period, all insurance coverage furnished to you will be void, and You may be charged an unauthorized driver fee of up to $250.
Documentation of Pre-existing Damage: Before driving the Vehicles, Prazo may inspect the Vehicle and take photos of any pre-existing damage. Nevertheless, it is ultimately Your responsibility to confirm that all pre-existing damage is noted, including any non-functional features or components of the Vehicle. You may be liable for any damage that is not documented before driving the Vehicle.
Parking Tickets and Traffic Violations: You agree to be solely liable for parking tickets, traffic citations, and other violations that occur during the Subscription, and all fees resulting from such violations, even if You are not driving. It is solely Your responsibility to pay these fees in a timely manner and to comply with all legal obligations that arise from such violations. If You do not pay the tickets or fees, Prazo will charge You for the amount of the ticket plus a $25 administrative fee to pay for the ticket.
Tolls: You are solely responsible for paying all tolls, and fines resulting from improperly paid tolls, incurred during the Subscription. In some markets, Prazo will install its own toll-paying device in the Vehicle for the duration of the Subscription, in which case You agree to reimburse the Prazo for the full amount of the charges on the device during Your Subscription. In markets where Prazo does not install a toll-paying device in the Vehicle, You will be held responsible for any toll invoices or tickets incurred during Your Subscription and any penalties associated with them.
Towing and Breakdowns: Roadside assistance may be provided for accidents and breakdowns that occur during a Subscription. If You request roadside assistance and it is determined that you have caused the issue requiring such assistance, the roadside assistance and towing charges will be your sole responsibility.
Electric Vehicle Charging: You are responsible for electric charging of your Prazo vehicle. Prazo may, at its sole discretion, provide you with a credit or reimbursement, not to exceed $25 per month, for charging your Prazo vehicle at Prazo partner locations.
Driving Safety: If You believe that a Vehicle is unsafe to drive due to an “easily” correctable problem (as determined solely by Prazo), for example, a flat tire, Prazo will work with You to remedy this issue quickly. If You remain uncomfortable with the Vehicle after a fix is performed by a certified, licensed mechanic, You may return the Vehicle to the original pickup location to exchange vehicles, based on availability. Prazo, however, is under absolutely no obligation to arrange for a different vehicle to be provided to You and under no circumstances will Prazo have an alternate vehicle brought to you.
Maintenance: You are responsible for reporting to Prazo immediately any serious issues, including a Check Engine Light, as soon as they occur. You should discontinue driving immediately if You notice a serious issue and contact Prazo, who will arrange an alternate vehicle for Your use.
Stickers and Car Modification: You may not place stickers, signs, symbols, or other devices, modifications, advertisements or publicity materials on the interior or exterior of the Vehicle.
Maintenance and Repairs: You are not responsible for routine maintenance and repairs of the Vehicle You may be held liable for the repair cost of all other repairs or damage to the car during the Subscription, and must follow the reporting, claims processing, and repair procedure set forth below for all such damage.
Extensions: You may call Prazo to see if the Vehicle is available from Prazo for an extended time period. If You wish to extend the Subscription and the Vehicle is available, You will be assessed any additional charges for the new Subscription days based on current market pricing, with a minimum of one extra day worth of charges. Your original price is not the prevailing price if You wish to extend; You will inquire s to the prevailing price that will apply to any extension. If an extension is not available, the Vehicle must be returned at the original return time.
Cancellations and Changes: Changes and/or cancellations to a Subscription length or time period are not permitted. In the event You wish to return the vehicle prior to the expiration of your Subscription term, you will be charged the greater of: a) the difference between your agreed upon subscription rate and the rate you would have been charged for the shorter subscription, or b) the remainder of your subscription term.
Returns: You are ultimately responsible for returning the Vehicle to the designated location and will be charged significant penalty fees if You do not comply. These charges often exceed $1,000.
One Way Subscriptions: One way Subscriptions (picking up at one location and returning at another) are not permitted.
Responsibility: You hereby agree that Prazo and its directors, officers, employees, affiliates, subcontractors and operating units are not responsible for consequential damages should any of them fail to meet their obligations in connection with a Subscription transaction.
Impound: If the Vehicle is impounded during Your Subscription, You will be fully responsible for any towing and storage fees that arise as a result of the impound, unless the impound was caused by an issue completely outside of Your control (such as the registration being expired). It will be Your responsibility to assist Prazo in retrieving the Vehicle, or to do it yourself, if it is possible.
Payments for Damage and Accidents: If your subscription does not include insurance coverage and your own insurance is invalid at the time of damage Your credit card on file may be charged for the entire amount of the damage repair cost. You also agree to be held responsible for any reasonable administrative fees, as well as rental car costs while the Vehicle is being repaired.
Cooperation with Loss Investigation: If the Vehicle is damaged in any way or involved in a collision or accident, you agree to fully cooperate in any loss investigation that Prazo may choose to conduct.