Membership Agreement (translation)
This Membership Agreement between you and Audi Japan KK(“we,” “us,” or “our”) organizing the Audi on demand business regulates the membership in the Audi on demand membership program. All members are required to accept and comply with the terms and conditions contained in this Membership Agreement before using any Vehicles under such program. By accepting the terms and conditions of this Membership Agreement, members agree to comply with the terms and conditions of this Membership Agreement.
1.1 “Agreement” means the contract which is binding as provided in Membership Agreement between the Member and us.
1.2 “Audi on demand” is a service organized by Audi Japan KK and operated by HERS Inc. (the “Operator”).
1.3 “Audi on demand Mobile Website” means “www.jp.audiondemand.com”, the website which enables the Member to make a reservation for a Vehicle.
1.4 “Car Rental Agreement” means the Car Rental Agreement by and between the Member and the Operator for the use of a Vehicle under the Program. The terms and conditions of the Car Rental Agreement are available on Audi on demand Mobile Website.
1.5 “Clean driving record” has the meaning provided in Section 2.8.d.
1.6 “Communications” mean any notices provided by us or the Operator to the Member regarding his/her account or his/her participation in the Program, including, but not limited to, emails or text messages we or the Operator may send to the Member.
1.7 “Losses” has the meaning set forth in Section 5.3.
1.8 “Member” means those applicants who are accepted into the Program by us.
1.9 “Membership Criteria” has the meaning set forth in Section 2.8.
1.10 “Member Documents” has the meaning set forth in Section 2.5.
1.12 “Profile” means the online enrollment information, which the Member initially created when applying to become a Member of the Program (and any changes subsequently made thereto), and which includes, but is not limited to, the following: (a) the Member’s name; (b) the Member’s contact information, including the Member’s email address; (c) the Member’s payment details; and (d) the Member’s driver’s license information.
1.13 “Program” means the program which provides Audi on demand service to the Member.
1.14 “Security Breach” has the meaning set forth in Section 3.3.
1.15 “Vehicle” means a vehicle booked through the Program or its replacement vehicle and tires, tools, equipment, accessories, plates and vehicle-related documents.
2 SUBSCRIPTION RULES
2.1 Application. You do not automatically become, or have a right to become, a Member by meeting the Membership Criteria set forth in Section 2.8. You must apply to become a Member of the Program by (i) completing a Profile in the form prescribed by us, and (ii) receiving our approval of your application.
2.2 Reservations. Upon our acceptance of you as a Member, you will have the right to send a reservation request for a Vehicle from Audi on demand. There is no guarantee that any vehicle (or any particular vehicle) will be available when the Member sends a reservation request. Further, we or the Operator may decline, in our discretion, any submitted request for a vehicle reservation. When a Member activates Audi on demand Mobile Website booking confirmation screen and reservation countdown timer, such Member’s reservation will have been sent to the Operator. The Operator will not deliver possession of a Vehicle to a Member unless it accepts such Member’s reservation request. If a Member does not take possession of the Vehicle prior to the expiration of the reservation countdown timer on Audi on demand Mobile Website, such Member’s reservation request will automatically expire and the Vehicle will be released for other Members to reserve.
2.3 Vehicle Access. Members are only permitted access to Vehicles subject to the terms and conditions of the Car Rental Agreement separately executed thereby.
2.4 Non-Ownership. As a Member, you acknowledge that the Vehicles are owned by the Operator or one of its affiliated companies. You do not obtain ownership in any Vehicle by becoming a Member. Only the Operator or one of its affiliated companies may assign or transfer any Vehicle, assign any rights or delegate any obligations under this Agreement. As a Member, you may not assign or delegate any of your rights or obligations as a party to this Agreement or as a Member of the Program.
2.5 Membership Documents. Membership in the Program shall be subject to the terms and conditions contained in this Agreement, each Car Rental Agreement, the Member’s Profile, any Communications, and any other document signed by the Member or provided by us, each as may be amended from time to time, whether provided in print form or electronically (collectively, the “Member Documents”). The terms and conditions of all such Member Documents shall be incorporated into this Membership Agreement. To the extent any terms and conditions of any of the Member Documents conflict, the order of authority among the Member Documents shall be as follows: (a) the applicable Car Rental Agreement; (b) this Membership Agreement; (c) any other documents signed by the Member or provided by us; (d) any Communications; and (e) the Member’s Profile.
2.6 Account Information. Upon acceptance of the Member’s membership application, such Member may view and manage his/her account activity and Profile on Audi on demand Mobile Website.
2.7 Membership Credentials. The Member’s password is personal to such Member, and applies only thereto. The Member must not assign it to or share it with any other person, and must not permit any other person to access his/her account information and Profile.
2.8 Membership Criteria. The Member must meet certain minimum requirements for eligibility into the Program, as set forth below in this Section (the “Membership Criteria”):
a. The Member must be at least eighteen (18) years of age;
b. The Member must complete the application prescribed by us with accurate facts, and submit all information and documents prescribed by us;
c. The Member must not make any statement or omission in his/her responses to the application which would make the matters set forth in such responses in any way misleading; and
d. The Member must have a valid driver’s license duly issued under the laws of Japan, and must continue to maintain a valid license and “Clean Driving Record” (as defined below) for the duration of his/her membership. Before using the Vehicle for the first time, the Operator will confirm the Member’s driver’s license. By applying for membership in the Program, the Member authorizes us or the Operator to confirm such Member’s Clean Driving Record at any time to determine whether or not such Member meets the Membership Criteria at the time of application and for the duration of the validity of the membership. A “Clean Driving Record” consists of a driver’s license status and accident history that does not fall under any of the following: (a) disqualification from driving, or suspension, revocation, expiration, surrender or loss of your driving license; (b) a conviction for any offense for dangerous driving, driving while intoxicated or impaired, or for driving without a license; (c) three (3) or more moving violations within the past thirty-six (36) months; (d) failure to report an accident or a hit-and-run within the past thirty-six (36) months; or (e) conviction for possession of a stolen vehicle or the use of a vehicle in the commission of a crime in the past thirty-six (36) months.
e. The Member must not be a member or stakeholder of an organized crime group or a related association of an organized crime group or any other person belonging to antisocial organization.
f. Upon the conclusion of the Car Rental Agreement, the Member shall notify us or the Operator of his/her mobile phone number, etc. when it is required to do so for contacting the borrower and the driver during the borrowing period.
3 MEMBER OBLIGATIONS.
3.1 Truthfulness of Representations. The Member agrees that the information he/she provides to us, including the information provided in his/her Profile, is true, current and accurate, and that we may rely upon all such information as being true, current and accurate. If any information previously provided by the Member changes, the Member agrees to promptly provide us with updated information (as well as to update his/her Profile).
3.2 Credit Card. The Member agrees to provide us with valid credit card information at the time of creation of his/her Profile, and to keep a valid and chargeable credit card in his/her Profile for the duration of the validity of his/her membership. If such credit card expires, is lost or stolen or is otherwise invalidated, or if the account associated with the credit card we have on file is suspended, terminated or otherwise not available for us to charge, the Member agrees to promptly provide information for an alternative valid credit card. The Member authorizes us to charge his/her credit card for all charges incurred in connection with Vehicle reservations, and the Member agrees to pay for those charges pursuant to his/her agreement with the issuer of his/her credit card. The Member further authorizes us to make any inquiries we consider necessary in connection with any Vehicle reservation and for any other lawful purpose (including credit card validations, holds and collecting on the Member’s account). Debit cards and prepaid cards may not be used as means of settlement.
3.3 Security Breach. In the event that another person learns or discovers a Member’s password to Audi on demand Mobile Website, such Member agrees to notify us immediately.
Compliance with Membership Criteria. If the Member ceases to meet the Membership Criteria, he/she must: (i) immediately cease operating any Vehicle the Member has rented from the Operator; and (ii) notify us of the change in the Member’s driver’s license status or driving record. The Member may not make a Vehicle reservation until he/she again fully meets the Membership Criteria.
4 TERMINATION OF MEMBERSHIP.
4.1 Member’s Right to Terminate. The Member may terminate his/her membership in the Program at any time by notifying us in writing or by email at the notification address separately provided by us.
4.2 Our Right to Terminate. We may terminate any membership in the Program if we determine, in our discretion, that the Member falls under any of the following:
a. The Member fails to pay any charge due for payment;
b. The Member fails to meet the Membership Criteria;
c. We determine that the Member has failed to comply with this Membership Agreement;
d. We determine that the Member has abused his/her rights in any way that detrimentally affects other Members of the Program (including, but not limited to, regularly returning Vehicles late or in an unclean or damaged condition);
e. The Member’s credit card cannot be charged, or any charges we have attempted to process are not paid, and the Member does not promptly replace such credit card with a valid credit card which may be charged and with which any charges we have attempted to process may be paid;
f. The Member fails to promptly notify us when he/she comes to know that his/her password to Audi on demand Website has been obtained by any third party;
g. The Member breaches the terms and conditions of this Membership Agreement; or
h. We determine that there is any other reason equivalent to any of the foregoing.
4.3 Termination due to End of Our Duty of the Organizer. We may make changes to the contents of the MembershipAgreement and the Program without prior announcement and may terminate the Program after notifying so to theMember. If we terminate organizing the Program, this Agreement will also be terminated.
4.4 Termination due to Termination of Operation by the Operator. We may terminate the Agreement if the operation of the Program is terminated. However, Audi Japan KK, the organizer of the Program, may continue the Program by entrusting the operation of the Program to another company even if the Agreement is terminated due to termination of the operation of the Program by the Operator. If Audi Japan KK continues the Program, the Member who wishes to continue using the Program may do so by agreeing to the changes of operator and other related matters.
5 LIABILITY AND INDEMNIFICATION.
5.1 Limitation of Liability. WE WILL NOT BE LIABLE TO ANY MEMBER OR THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, INCLUDING LOSS OF PROFIT, REVENUE, GOODWILL OR BUSINESS OPPORTUNITY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR USE OF THE PROGRAM, UNLESS SUCH LOSS OR DAMAGE IS CAUSED BY OUR WILLFUL MISCONDUCT OR GROSS NEGLIGENCE. Further, we shall have no liability for any loss of, or damage to, the Member’s personal property in the Vehicle, loss or damage incurred by the Member as a result of any claims made by a third party, or damage incurred by the Member in connection with: (i) the reservation of a Vehicle, the failure to make a reservation for a Vehicle for any reason, or the non-availability of a particular type of vehicles or vehicles supplied by theOperator; or (ii) the use by the Member or a third party of any Vehicle’s optional accessories, whether or not supplied by the Operator, (for example, for child restraint apparatus, luggage racks, or bicycle racks; the Member is responsible for the safe installation of such optional accessories and must check the condition of such optional accessories before each use), unless such loss or damage is caused by our willful misconduct or gross negligence.
5.2 No Third Parties. This Membership Agreement regulates the rights and obligations between the Member and us, and no other party may claim rights and obligations hereunder.
5.3 Indemnification. The Member shall hold us harmless from any damages (“Losses”) upon exercise of rights and performance of obligations under this Agreement (including, but not limited to, operation of a Vehicle), and shall indemnify us from any damage.
7 ELECTRONIC RECORDS.
7.1 Electronic Delivery. We may give you: (a) written notice of changes to this Membership Agreement; or (b) notice of the Internet website address where the revised version of this Membership Agreement can be found. The Member may stop such notices by terminating this Agreement. By using the Program, the Member agrees to execute this Agreement using electronic means. The Member agrees to receive Communications in an electronic form. Communications will be transmitted to the current email address provided by the Member and on file with us or the Operator. Communications will be considered to have been received by the Member when five (5) days have passed after the transmission thereof by us or the Operator, even if the Member has not actually received the Communication. We or the Operator may, where necessary, provide the Member with information in the same content as the Communications, in writing, using the Member’s current address provided thereby and on file with us or the Operator. The Member agrees that it is their sole responsibility to keep their email address current. The Member’s consent to receive Communications electronically is valid until the Member revokes his/her consent by terminating this Agreement.
7.2 Transaction Emails and Text Messages. We and/or our agents or the Operator may provide Member with certain transaction emails and text messages in connection with the Member’s account or the Member’s participation in the Program. Such transaction emails and text messages may include, but are not limited to, the following: (a) confirmations of reservations; (b) reminders of reservations; (c) statements of the Member’s reservation activity; (d) alerts regarding pick-up and drop-off locations; (e) tolls and other charges; (f) notices of an expired driver’s license or credit card; (g) marketing communications; and (h) invoices. The Member’s consent to electronically receive this communication is effective until the Member revokes his/her consent by terminating this Agreement.
7.3 Consent. By entering into this Agreement, the Member gives his/her consent to the use of electronic Communications.
7.4 Copies of electronic documents. The Member may request a copy of any electronic records regarding this Agreement. We shall send such copy to the address set forth in Section 9.4, and we may charge postage (actual cost) and a handling fee of 1,000 JPY (consumption tax excluded) per request of such copy.
8 EXCLUSIVE JURISDICTION.
Any dispute arising out of or in connection with this Agreement shall be subject to the exclusive jurisdiction of the Tokyo District Court in the first instance.
9.1 Governing Law. The terms and conditions of this Membership Agreement shall be governed by the laws of Japan.
9.2 Severability. If any term, provision, covenant or condition of this Membership Agreement is held invalid or unenforceable for any reason, the remainder of the provisions will continue in full force and effect.
9.3 Entire Agreement. Subject to Section 2.5, this Agreement, along with any amendments hereto, encompasses the entire agreement between the Member and us, and supersedes all previous understandings and agreements between the Member and us. The Member acknowledges that he/she has not relied on any representation, assertion, guarantee, warranty, collateral, contract or other assurance, except for the matters set forth in this Membership Agreement, made by or on behalf of Audi on demand prior to the conclusion of this Agreement
9.4 Notices to Us. The Member must notify us in the form prescribed by us, addressed to our address applicable to his/her reservation. Such addresses are noted on Audi on demand Mobile Website under Contact Us. Phone numbers on Audi on demand Mobile Website are provided for the Member’s convenience only, and phone calls shall not constitute notice to us.
9.5 Headings. The headings of the paragraphs of this Membership Agreement are for convenience only, are not part of this Membership Agreement, and do not in any way limit, modify or amplify the terms and conditions of this Membership Agreement.
9.6 Changes to this Membership Agreement. The Member agrees that we may change this Membership Agreement from time to time on a prospective basis by sending or transmitting notice of such changes. Notice of such change shall be deemed sent or transmitted if we have posted information on our website indicating that this Agreement has changed. The Member agrees to be subject to any such changes unless he/she terminates the Agreement.
9.7 Language. This Agreement is prepared in the Japanese language. Even if any translation in a language other than the Japanese language for reference, only Japanese version has the effect of the agreement and such translation shall not have any effect.
10 CONCLUSION OF AGREEMENT.
The Member understands that, by checking the box next to “I have read and agree to the following documents.” and clicking on “confirm registration” on their enrollment, he/she executed this Membership Agreement and is subject hereto.