Version of March 26, 2018

GENERAL TERMS & CONDITIONS FOR ACCESS TO AND USE OF THE BLUELA SERVICE

(“TERMS AND CONDITIONS”)

THESE TERMS APPLY ONLY TO INDIVIDUAL AND SINGLE USER MEMBERS OF THE BLUELA SERVICE


These Terms and Conditions with the schedules and attachments hereto, including the Rate Offer, together with the Membership details, as well as the legally binding documents which are, in order of priority, the Privacy Statement and the User Guide, form the BlueLA Contract (hereinafter collectively referred to as the “ Contract ”) between the Member (“You” or “Member” or “Your”) and BlueLA Carsharing, LLC (“ BlueLA ” or “We” or “Us”) and define the Member’s and BlueLA’s respective rights and obligations.

BlueLA generally permits its Members (as hereinafter defined), as further detailed and limited by the Contract, the ability to:

(a)          reserve and operate self-service electric vehicles supplied by BlueLA (“ BlueLA Cars ”);

(b)          use the recharging site (“ BlueLA Stations ”) including parking locations for such BlueLA Cars (“ BlueLA Parking Space ”);

(c)          reserve the equipment installed at BlueLA Stations for recharging a BlueLA Car (“ Charge Point ”); and

(d)          use the technology software platform (including the smart phone app) and all updates, upgrades, patches, or new versions thereof (“ Software ”) that operates all of the foregoing,

collectively referred to as the “ BlueLA Services ”.

BY SELECTING AND CONFIRMING YOUR ACCEPTANCE WHERE INDICATED, YOU ACKNOWLEDGE AND CERTIFY THAT YOU HAVE READ, AND UNDERSTOOD, AND AGREE TO BE BOUND BY ALL OF THE TERMS, CONDITIONS, PROVISIONS AND NOTICES CONTAINED HEREIN, ALONG WITH ALL ATTACHMENTS, INCLUDING THE RATE  OFFER, AS WELL AS THE MEMBERSHIP DETAILS, JUST AS IF YOU HAVE SIGNED THIS CONTRACT.

BY SELECTING AND CONFIRMING YOUR ACCEPTANCE WHERE INDICATED, YOU ALSO CERTIFY THAT YOU HAVE READ AND ACCEPT THE USER GUIDE LOCATED ON THE BLUELA WEBSITE OR BLUELA MOBILE APP , WHICH ARE CONSIDERED PART OF THESE TERMS AND CONDITIONS, AND YOU AGREE TO COMPLY WITH SUCH USER GUIDE.

THESE TERMS AND CONDITIONS CONTAIN, AMONG OTHER THINGS, IMPORTANT INFORMATION RELATING TO THE RATE OFFER, USE OF THE BLUELA SERVICE, THE AUTO INSURANCE SUPPLIED, LIMITATIONS ON BLUELA’S LIABILITY, MEMBER’S OBLIGATION TO COMPENSATE BLUELA FOR VARIOUS BREACHES OF THIS CONTRACT AND AUTOMATIC RENEWAL OF MEMBERSHIP.

THE LEGALLY BINDING DOCUMENTS ARE, IN ORDER OF PRIORITY, THESE TERMS AND CONDITIONS, THE PRIVACY STATEMENT AND THE USER GUIDE.

BY SELECTING AND CONFIRMING YOUR ACCEPTANCE WHERE INDICATED, YOU CERTIFY THAT YOU HAVE READ, UNDERSTOOD AND AGREE TO BE BOUND BY THE TERMS AND CONDITIONS SET OUT HEREIN, INCLUDING AN AUTOMATIC RENEWAL OF YOUR MEMBERSHIP.

If You have questions regarding this Contract, please contact us via the BlueLA Website accessible at www.bluela.com .

1. DEFINITIONS

Additional Fee

shall mean the additional fees payable by You to BlueLA which become due where indicated in these Terms and Conditions. The instances in which Additional Fees are due and the amounts payable for each instance are set out in Schedule 1.

Applicable Laws

shall mean all laws, regulations, rules, ordinances and other mandatory requirements applicable to Your use of the BlueLA Services including, without limitation, all road traffic and parking regulations in force in California and Los Angeles.

BlueLA

shall mean BlueLA Carsharing, LLC, a California limited liability company.

BlueLA Car Accessories

shall mean all of the equipment present in and provided with a BlueLA Car including, without limitation, a key, GPS Screen, card reader, and Onboard Documents.

BlueLA Mobile App

shall mean the mobile application operated by BlueLA allowing a Member to perform some of the same functions as on the BlueLA Website, in particular searching for and reserving a BlueLA Car and/or a BlueLA Parking Space.

BlueLA Zone

shall mean the portion of Los Angeles County located south of the 101-134-210 Freeways, East of State Highway 27 (Topanga Canyon Boulevard), North of the 105 Freeway and West of the 605 Freeway.

Completely Unavailable

Community

Membership

shall mean the BlueLA Service is completely unavailable for use. For the avoidance of doubt, unavailability of a BlueLA Car or BlueLA Parking Space at a particular location shall not mean that the BlueLA Service is completely unavailable for use.

Shall mean the special type of BlueLA Membership with discounted rates available to low income customers as further detailed in these Terms and Conditions and in Schedule 1 attached to these Terms and Conditions.

Customer Relations Center or CRC

shall mean the BlueLA information and help center, which operates 24 hours per day, 7 days per week, and which can be reached:

(a) by phone at the Customer Relations Center phone number listed on the BlueLA Website, or

(b) from the SOS Button found in the BlueLA Car.

The Customer Relations Center is available to Members and non-Members for processing their requests for information with respect to the BlueLA services (such as general information, Membership, account information, and claims).

Insurance Coverage

shall mean the limited insurance policy provided by a third party Insurer to BlueLA which covers You up to certain limits when You use a BlueLA Car as more fully described in section 8 of these Terms of Conditions.

Insurer

shall mean the insurer who issued the Insurance Coverage.

Member

shall mean a consumer, it being specified that legal entities are excluded, who has subscribed to and is permitted to use the BlueLA Service in accordance with this Contract.

Member’s Account

shall mean the on-line space within the BlueLA website and BlueLA Mobile App, accessible by You following log-in, from which You can manage personal information including Your payment information, pay your bills, review statements and invoices, view Your rentals and any informational messages from BlueLA.

Membership Fee

shall mean the amount due for the type of Membership selected by You during the Membership application process as set out in the Rate Offer in Schedule 1.

Onboard Documents

shall collectively mean the vehicle registration, applicable certificate of insurance, and instructional manuals supplied to assist Member’s understanding of operation of the BlueLA Cars and BlueLA Services.,

Penalty

shall mean the sum due and payable by You to BlueLA for certain violations, acts or omissions or other failures to comply with the terms of this Contract which become due where indicated in these Terms and Conditions, and “ Penalties ” shall be construed accordingly. The instances in which Penalties are due and the amounts payable for each Penalty is set out in Schedule 1.

Personal Data

shall mean data, whether true or not, about an individual who can be identified: (a) from the data alone; or (b) from that data and other information which BlueLA has or is likely to have access to.

Rate Offer

shall mean those charges applicable to the Membership listed in Schedule 1.

Rental Fee

shall mean the fee payable by You to BlueLA for renting the BlueLA Car during the Rental Period, which is calculated in accordance with the type of Membership selected by a Member during the Membership application process as set out in Schedule 1 below subject to a minimum period of fifteen (15) minutes per rental.

Rental Period

SOS Button

shall mean the period, commencing with You being assigned a BlueLA Car at the Charge Point and ending at the time You plug the BlueLA Car into the Charge Point and lock the BlueLA Car , during which time You have possession and control of the BlueLA Car. A detailed description of the collection and return procedure is set out in the User Guide.

shall mean the blue call button located beneath the dashboard screen in the BlueLA Car. This button enables Members to contact the Customer Relations Center from the BlueLA car, which will provide assistance in the event of a breakdown or accident.

2. ELIGIBILITY FOR MEMBERSHIP

2.1 You are eligible to apply for a BlueLA Membership if You meet the following criteria (“ Eligibility Criteria ”):

2.1.1 You must be at least eighteen (18) years of age;

2.1.2 You must provide a photo of yourself and (a) a valid California Class C driver’s license, (b) a valid out of state driver’s license that would legally authorize you to drive under the laws of the State of California, or (c) proof of a foreign driver’s license sufficient to lawfully enable you to operate a motor vehicle in the State of California as further described in Section 2.1.6 below; and

2.1.3 You hold a valid credit or debit card in Your own name accepted by BlueLA [1] and a bank account in Your own name with the authority to set up direct debit payments, for the entire duration of Your Contract and in order to allow the automatic renewal; and

2.1.4 You do not owe any money to BlueLA; and

2.1.5 You must certify that You have the mental and physical capacity to competently, safely and lawfully operate a motor vehicle.

2.1.6 Acceptable Foreign License Proof. If you hold a driver’s License issued by a foreign country signatory to either the 1943 regulation of inter-American automotive traffic or the 1949 Geneva Convention on road traffic, you must, at the time of enrollment, supply to us proof, to our satisfaction, that you possess a currently valid (a) driver’s license issued from your country of residence and (b) your International Driver’s Permit, as well as (c) your passport, and (d) any other evidence or information requested by BlueLA to establish that you may lawfully operate a BlueLA Car throughout the Membership period.  In all cases, you must comply with all California and local laws regulating the ability to lawfully operate a motor vehicle.

For the avoidance of doubt, a holder of a provisional drivers' licence is not permitted to become a Member.

2.2.     BlueLA Community Membership is available to qualifying low income individuals at the discounted rates as detailed in Schedule 1. To qualify for the Community Membership, You will be required to upload proof of income or proof of Your participation in one of the qualifying public assistance programs as detailed in Schedule 1, at the time of Your registration. Thereafter, You will be required to upload the qualifying documents annually to ensure Your continued eligibility. BlueLA reserves the right to modify the low income eligibility requirements, including the list of qualifying public assistance programs at any time without notice.

2.3 If You meet the Eligibility Criteria, You can apply to become a Member by:

2.3.1. completing the Membership application process on the BlueLA Mobile App or the BlueLA website;

2.3.2. paying the first instalment of the Membership fee, if any, using a valid debit or credit card (Visa or MasterCard as amended, supplemented and restated from time to time on the BlueLA website) (the “ Payment Card ”) ;

2.3.3 setting up a direct debit authorization which authorizes BlueLA to withdraw all future instalments of the Membership fees corresponding with Your selected Membership type, all Rental Fees due, all surcharges, tolls (including, without limitation, any FasTrak charges), fines and tickets issued against the BlueLA Car during any Rental Period, any Additional Fees, Penalties and damage charges that may become due, the reasonable expenses incurred by BlueLA in recovering any amounts due from the Member (including legal expenses or fees or the use of third parties to collect any Fees owed by the Member to BlueLA, and any late payment interests due (collectively referred to as “ Fees ”) chargeable from Your bank account;

2.3.4 authorising BlueLA to pre-authorize the applicable Membership fees on Your Payment Card for the security deposit in accordance with section 6.1; and

2.3.5. agreeing to be bound by and comply with the Contract including these Terms and Conditions.

2.4. Holders of an expired, suspended, cancelled, withdrawn, restricted, or otherwise invalid driving license or whose driving license has been lost or stolen are not eligible to register for the Membership. If at any time during the Membership a Member loses his or her driving license, or the Member's driving license is stolen, expires or is suspended, cancelled, withdrawn, restricted, otherwise becomes invalid or ceases to meet the Eligibility Criteria, the Member must notify the Customer Relations Center as soon as possible. Members who drive BlueLA Cars without a valid license will not be eligible for Insurance Coverage.

2.5. BlueLA reserves the right to deny Membership to any person based on the content of that person’s driving record, including without limitation, arrests or charges in relation to vehicle operation, including those which have yet to be fully adjudicated or did not result in a charge or prosecution.

2.6. You authorize BlueLA, at any time, to check Your credit and/or other equivalent data sources that identify any risk associated with provision of any BlueLA Services to You. We may decline to provide BlueLA Services to You, or cease providing BlueLA Services already underway, based upon the results of such checks.

2.7. You acknowledge and agree that meeting the Eligibility Criteria does not automatically entitle You to become a Member or to use the BlueLA Services, and approval of Your application to become a Member is at BlueLA's sole discretion. Such approval may be subject to additional criteria imposed by either BlueLA or its insurers, from time to time. BlueLA will notify You of its approval or rejection of your Membership application via email.

2.8. In the event that BlueLA rejects Your application for Membership, only the first instalment of the Membership fees will be retained as administrative charges.

2.9. For annual members, payments are automatically charged to the Payment Card on a monthly basis.  Whenever the amount owed on a Membership exceeds $50, BlueLA may charge the Payment Card on an earlier date without advance notice to You.  You will be informed of this payment by text message or email.  BlueLA may suspend access to the Services if You refuse to pay the advance payment, or if there are insufficient funds on the Payment Card, or while payment is pending.

2.10. IN THE EVENT THAT YOU OVERDRAW YOUR ACCOUNT AFTER ENROLLMENT, WE ARE NOT LIABLE FOR OVERDRAFT CHARGES, OR FOR ANY OTHER LOSSES OR LIABILITIES WHICH YOU MAY INCUR AS A RESULT.  IF THE AUTHORIZATION OBTAINED AT ENROLLMENT EXCEEDS THE ACTUAL CHARGES INCURRED IN RELATION TO THESE TERMS AND CONDITIONS, THERE MAY BE A DELAY BETWEEN THE TIME THAT THE CHARGES ARE RECEIVED BY YOUR CARD ISSUER AND THE TIME THAT THE CARD ISSUER RELEASES THE FUNDS .  We may audit all charges we assess and If errors are found, you will pay the corrected charges.  You authorize Us to correct all charges with the card issuer.

3. MEMBERSHIP

3.3. When You apply for Membership, You are required to select Your Membership type from the options set out in Schedule 1 of this Contract. You are only permitted to have one Membership at a time and any application in a simultaneous Membership will be null and void.

3.4. You may choose to have Your Membership begin on the Membership Date or on a later specified Activation Date. In such circumstances, the Member will not be able to use the BlueLA Service until this date.

3.5. Membership Date ” means the date selected by BlueLA when each of the following has been accomplished:

3.5.5. You have agreed to these Terms and Conditions and selected  Membership type with the corresponding charges set out in the Rate Offer in Schedule 1;

3.5.6. the Customer Relations Center confirms that BlueLA has received and approved all of the required documentation for Membership;

3.5.7. we have sent You Your BlueLA Membership Card if You have opted to use a BlueLA Membership Card for the BlueLA Services; and

3.5.8. the amount of Membership fees due to finalize the application has been received by BlueLA.

3.6. Activation Date ” means the date selected by You upon which date the BlueLA Services are first eligible to be used by You, which date shall be no later than thirty (30) days after the Membership Date. If You have not selected an Activation Date, the Membership Date will be considered as Your Activation Date.

3.7. Your Membership will start on the Activation Date and will end at the end of term specified for each Membership type set out in Schedule 1 (“ Membership Period ”).

3.8. IMPORTANT NOTICE: PLEASE NOTE THAT THESE TERMS AND CONDITIONS CONTAIN AN AUTOMATIC RENEWAL PROVISION, AS FOLLOWS: Only yearly Memberships will be automatically renewed. Your Membership Period lasts for twelve (12) months from the Activation Date and will renew automatically for  each twelve (12) month periods from each anniversary of the Activation Date (“Renewal Date”) unless You notify the Customer Relations Center in writing by way of a message through your BlueLA account no less than thirty (30) days in advance of the Renewal Date that You do not wish to renew Your Membership (unless either we or You have terminated your Membership earlier in accordance with these Terms and Conditions). If You do not notify the Customer Relations Center of Your intention not to renew Your Membership within the required time frame, Your Membership will automatically renew until otherwise terminated by You or us in accordance with the Contract. Unless You do not renew Your Membership in accordance with this section, a new Membership fee will become due on the Renewal Date. In case of renewal, You are required to re-submit Your driving license in the form set out in section 2.1.2 above not less than thirty (30) days prior to such renewal . Separate notification about the automatic renewal terms will be sent to your email address and posted in your Member’s Account on BlueLA website. The notice will be sent at least sixty (60) days prior to expiration of each twelve (12) months period.

3.9. If You have selected a Trial One Month Membership, Your Membership Period will commence on the Activation Date and will continue in effect for thirty (30) days, unless terminated earlier as provided herein and, unlike yearly Membership, it will not be automatically renewed.

3.10. The Contract will commence on the Membership Date or the Activation Date and continue until terminated by either Member or BlueLA in accordance with Section 3.6, 3.14, 3.18 and 3.21 of these Terms and Conditions.

3.11. Your Membership is personal to You and is non-transferable. You must not, under any circumstances, permit any other person to use the BlueLA Service.

3.12. Upon completion of the Membership application process, BlueLA will send You a BlueLA Membership card which You must use to operate a BlueLA Car and a Charge Point (“ BlueLA Membership Card ”) as further described in the User Guide. You may choose to use Los Angeles Metro Transit Access Pass (“TAP”) Card instead of a BlueLA Membership Card to use the BlueLA Services. If You choose to use Your TAP Card instead of the BlueLA Membership Card, You will still be required to provide BlueLA with a valid Payment Card. You may, at any time during the term of Your Membership, select to use either card for the BlueLA Services.

3.13. You are required to set up a Membership PIN irrespective of which card You have opted to use for the BlueLA Service, and such Membership PIN has to be entered each time You wish to use the BlueLA Service.

3.14. UNLESS A MEMBER HAS REPORTED HIS OR HER BLUELA MEMBERSHIP CARD OR TAP CARD OR MEMBERSHIP PIN LOST OR STOLEN, IN THE EVENT THAT SUCH MEMBER’S BLUELA MEMBERSHIP CARD OR TAP CARD OR MEMBERSHIP PIN IS USED FOR THE BLUELA SERVICE BY SOMEONE ELSE DURING HIS OR HER MEMBERSHIP PERIOD, SUCH MEMBER SHALL BE PERSONALLY LIABLE TO PAY FOR ALL RENTALS ASSOCIATED WITH SUCH MEMBERS’ ACCOUNT, ALL DAMAGE AND LOSS, INCLUDING WITHOUT LIMITATION, DAMAGE TO OR LOSS OF VALUE OF THE BLUELA CAR, DAMAGE TO SUCH MEMBER’S OWN PROPERTY AND THE PROPERTY OF OTHERS. THE MEMBER WILL ALSO BE LIABLE AND RESPONSIBLE FOR PERSONAL INJURY TO HIMSELF / HERSELF OR TO OTHERS IN EACH CASE WHICH RESULTS FROM A BREACH OF THESE TERMS AND CONDITIONS. FOR THE AVOIDANCE OF DOUBT, THE MEMBER WILL NOT BE ENTITLED TO CLAIM OR RECOVER ANY OF THE FOREGOING DAMAGES AND LOSSES FROM BLUELA.

3.15. In the event that Your BlueLA Membership Card is lost, stolen or damaged, You must notify BlueLA immediately. If the BlueLA Membership Card is lost, or if the BlueLA Membership Card is damaged to the extent that a replacement is required, You will be liable to pay a Penalty as set out in Schedule 1.

3.16. BlueLA may amend the Contract at any time due to changes in Applicable Law and/or tax and such amendments shall be effective on the date BlueLA sends you a notification about the changes. In addition, BlueLA may amend the Contract at any time for any other reason including, without limitation, by changing Penalties and Fees, by way of 30 days’ prior written notice to its Members. Otherwise, BlueLA will not change the amount of the rental Fee more than twice in any year, and will not increase either the rental Fee or the Membership Fee by more than 12% of the current fee.

3.17. If You do not wish to be bound by such changes, You are entitled to terminate Your membership within thirty (30) days of BlueLA’s notice to amend the Contract.

3.18. Termination pursuant to section 3.15 above will release You from Your obligation to pay all Membership Fees that would apply to any period after the effective date of termination.

3.19. Notice to Members of any amendments will be delivered through a message in the Members’ Accounts on the BlueLA website and the delivery date will be the date on which such amendment was posted. You will also receive an email notifying you that you have a message in Your Account.

3.20. Termination for Cause:

3.18.1       BlueLA may terminate Your Membership and the Contract with immediate effect by giving You a written notice: (a) where an Additional Fee or Penalty becomes payable in any of the circumstances set out in Schedule 1; or (b) if You do not pay any Fees due to BlueLA within 30 days of receipt of a formal notice sent to You by BlueLA informing You that such Fees are outstanding. BlueLA may send this notice via email, by text message or by an alert in Your Member Account. Any termination under this section 3.18(b) does not affect BlueLA’s right to charge the late payment interest on any outstanding amounts; or (c) if You materially breach any term or condition in the Contract. However, where it is possible for You to remedy the breach, we will give You a notice of this and allow You at least seven (7) days to remedy the issue before exercising our right to terminate; or (d) if You are involved in an accident  involving a BlueLA Car that leads BlueLA to reasonably conclude that You are not suitable for continuing Membership; or (e) if You engage in any activity or conduct that BlueLA, in its reasonable opinion, determines to be inappropriate, negligent, unacceptable, offensive or abusive; or (f) if You cease to fulfil any of the Eligibility Criteria; or (g) if You intentionally or recklessly make any false or misleading statement to BlueLA; or (h) if You permit any other person (other than a BlueLA representative) to drive a BlueLA Car during Your Rental Period, or disclose Your Membership PIN and share Your BlueLA Membership Card or TAP Card to allow a third party to do so.

3.21. BlueLA may also, at its sole discretion, terminate or suspend Your Membership, and Your future use of any BlueLA Services may be denied . Please refer to Schedule 1 for further details on this.

3.22. If BlueLA suspends or terminates Your Membership for cause, BlueLA will not reimburse any funds to You. Following such suspension or termination, You will remain responsible for unpaid Membership fees and other amounts due for the remainder of the previously purchased Membership Period, as well as outstanding amounts arising from any other obligation that these Terms and Conditions impose on You. In addition, BlueLA may, at any time, determine in its sole and absolute discretion that in addition to termination of a current Membership, Your future use of any BlueLA Services may be denied.

3.23. Termination without Cause :

BlueLA may terminate or suspend any BlueLA Membership, at any time, for any reason whatsoever. In the event that BlueLA terminates Your Membership pursuant to this section, BlueLA’s sole and complete responsibility to You shall be to refund, within thirty (30) business days of the termination date, a pro-rata portion of any unused Membership purchased for which payment has been previously advanced.

3.24. Termination by a Member :

Members holding a one year Membership may terminate the Membership prior to its expiration, due to (1) becoming seriously ill or incapacitated and therefore being incapable of using the BlueLA Services for the remainder of their Membership Period, (2) losing the legal right to operate a motor vehicle in the State of California, or (3) relocating outside of the BlueLA Zone, at any time during the Membership Period. To initiate termination, a Member shall send a letter or an email communication to BlueLA including a signed, sworn, and dated statement and supporting documents showing one of the three grounds for the termination. When requesting termination due to the relocation, You are required to show that You have already moved, or will within the next thirty (30) days be moving, from within the defined BlueLA Zone to a residence more than twenty (20) miles outside the BlueLA Zone. Termination of the Membership will become effective thirty (30) days after Our receipt of the termination notice.

4. USE OF BLUELA SERVICE

4.1 After a BlueLA Car has been reserved, You have 30 minutes to go to the selected BlueLA Station and collect the BlueLA Car. If the BlueLA Car has not been retrieved within the reservation period and You have not cancelled Your reservation within the reservation period, You will be charged a Penalty as set out in Schedule 1.

4.2 If You fail to collect a BlueLA Car that You have reserved on three consecutive occasions within a 24 hour period, You will be suspended from the BlueLA Service for 24 hours from the time of the final failure to collect.

4.3 If You cancel Your BlueLA Car reservation within the reservation period, you will not be permitted to reserve another BlueLA Car for a period of 10 minutes from the time of cancellation.

4.4 After a BlueLA Parking Space has been reserved, You have 45 minutes to park at the reserved BlueLA Parking Space. After this period has elapsed, the BlueLA Parking Space will be released.

4.5 As BlueLA is a self-service operation, BlueLA will not be responsible to You if a BlueLA Parking Space is unavailable at any particular location or if We are unable to honor the reservation of a BlueLA Parking Space, in the event of an occurrence outside of Our control (such as the parking or standing by an unauthorized vehicle or person). However, if this does occur, please contact the Customer Relations Center and the representative will try to direct You to the next available BlueLA Parking Space. You will be allocated an additional fifteen (15) minutes rental free period to get to such BlueLA Parking Space.

4.6 Restrictions on Use :

4.6.1 You must operate BlueLA Cars responsibly and with all due care and attention.

4.6.2 You must, at all times, comply with all Applicable Law, rules, regulations, policies and restrictions relating to Your use of BlueLA Cars.

4.6.3 You must visually inspect the BlueLA Car upon accessing it. If the BlueLA Car is damaged or unclean, You must inform the Customer Relations Center immediately. You are also required to verify the presence of the BlueLA Car's Accessories and Onboard Documents. If any of these are missing, You must immediately notify the Customer Relations Center. Failure to report damage, uncleanliness or missing items prior to departure from the BlueLA Station will result in You being charged a Penalty in respect of such damage or uncleanliness or missing items.

4.6.4 You must take all reasonable care of the BlueLA Car. Excluding ordinary wear and tear, You must return the BlueLA Car to us in the same condition as when You received it.

4.6.5 You are required to maintain the cleanliness of the BlueLA Car and it is Your responsibility to remove all trash and all your personal belongings when returning a BlueLA Car and to otherwise leave the BlueLA Car in a clean state for the next user. BlueLA shall not be responsible for any loss of your personal belongings in the event that you fail to remove such belongings prior to returning a BlueLA Car.

4.6.6 Whenever accessing or using the BlueLA Service, You shall carry valid driving license or other certification permitting You to drive a car in California as described in these Terms and Conditions. We, including, without limitation our staff, reserve the right to request that You present a valid ID and Your BlueLA membership card (or TAP Card) to verify that You are the Member who has been authorized to possess and operate the BlueLA Car.

4.6.7 You must ensure that the BlueLA Car remains locked, secure and parked in a safe location when it is not being driven, with all windows fully shut and the trunk closed.

4.6.8 You must at all times maintain possession of Your BlueLA Membership Card and will not share Your Membership PIN nor Your BlueLA Membership Card or TAP Card with any third party.

4.6.9 You and all passengers must use seat belts. If transporting children under 4’9 feet tall, they must be transported in the rear seat of the BlueLA Car in a child booster seat. A child booster seat is not provided by BlueLA. You are fully and solely responsible for the lawful and safe installation and usage of such child booster seat and for verifying that such use is lawful in the manner utilized.

4.6.10 You must only charge or attempt to charge a BlueLA Car at a Charge Point. In particular, You must not charge or attempt to charge a BlueLA Car at a charge point not operated by BlueLA, or using a domestic electricity supply.

4.6.11 You  may not access or operate a BlueLA Car or allow anyone to access or operate it:

(a) if a BlueLA Car’s charge falls below thirty percent (30%);

(b) outside of the BlueLA Zone;

(c) to learn how to drive or to train another to drive;

(d) to transport animals (excluding service animals necessary to accommodate a disability);

(e) while engaging in any activity that would cause a BlueLA Car’s interior to become soiled, wet, smelly or otherwise uncomfortable for the next user;

(f) to transport passengers or goods for a fee;

(g) to act as a courier;

(h) to be operated by anyone other than You whether or not for a fee;

(i) as a for-hire vehicle as part of a transportation network company or any other for-hire or commercial purposes;

(j) so as to be pushed or pulled for any reason whatsoever;

(k) to tow or push any vehicle, trailer, or any other object;

(l) outside normally maintained paved roadways or roadways suitable for a BlueLA Car;

(m) to attach any items to the outside of a BlueLA Car;

(n) while placing any Advertising outside or within a BlueLA Car.  “Advertising” includes but is not limited to any language, shape, and/or image intended to inform the public or attract their attention, whether commercial, informational (private or commercial), cultural, or political;

(o) to transport objects or substances (not limited to hazardous, flammable, corrosive, toxic, explosive, ionizing, or combustible materials) that, due to their nature or odor, may damage a BlueLA Car and/or delay the ability to make the BlueLA Car available again or otherwise could create a hazardous situation for Yourself or others;

(p) to participate in automobile races, rallies, trials, or any other competitive event;

(q) in violation of traffic laws or other laws and regulations, including through toll, car pool or fast track lanes without complying with applicable payment and other requirements;

(r) when a BlueLA Car is loaded beyond the manufacturer’s stated passenger and cargo capacity: a BlueLA Car is only designed to support (a) up to four passengers, including the driver, and (b) a load that should not exceed 750 pounds of total weight from passengers and cargo.  Overloading the car may inhibit its safe or normal function;

(s) when suffering from excess fatigue;

(t) when under the influence of alcohol, drugs, medication, or any other legal or illegal substance that might alter or impair Your ability to safely and lawfully operate a  BlueLA Car;

(u) while smoking, eating, drinking or illegally using drugs in a BlueLA Car;

(v) for any illegal purpose, including the illegal conveyance of persons, drugs or contraband, or weapons;

(w) to destroy, damage, or aid in the theft of a BlueLA Car;

(x) to disassemble, service, or repair, any BlueLA Car or access any internal mechanical or electric component within a  BlueLA Car;

(y) if a BlueLA Car has been obtained by fraud or misrepresentation; and

(z) if You are in violation of any of these Terms and Conditions and such failure to comply with these Terms and Conditions will give rise to Your full indemnification of BlueLA for any resulting harm or damage that may occur.

4.6.12. At the time of registering for BlueLA Membership, You will be asked to provide your mobile phone number. By providing Your mobile phone number to BlueLA, You agree and acknowledge that BlueLA may send You text messages to Your mobile phone number for any purpose, including marketing purposes. You agree that these text messages may be regarding the products and/or services that You have previously purchased as well as products and/or services that BlueLA may market to You, including products or services of its partners and vendors. You acknowledge that this consent may be revoked at Your request but that until such consent is revoked, You consent to receive text messages from BlueLA at your mobile number.”

5. PAYMENT OF FEES

5.1 In order to enrol in the BlueLA service, You must provide a valid Payment Card that (i) has been issued to You; (ii) has an expiration date at least fourteen (14) days following the conclusion of the Membership Period) for the Membership type that You selected; and (iii) unless prohibited by law, You have authorized, and hereby do authorize, BlueLA to charge the Payment Card for all Fees due to BlueLA as specified in these Terms and Conditions even after the expiration of Your Membership Period.

5.2 As a condition to, and in consideration of, Your enrolment in BlueLA, You agree to pay all Fees if and when they become due, and unless prohibited by law, You authorize BlueLA to charge Your Payment Card for all Fees.

5.3 You agree that You currently are and will in the future remain current with Your payment obligations to BlueLA even after the Membership is terminated and that BlueLA may charge Your Payment Card for any outstanding Fees after Your Membership Period has expired.

5.4 BlueLA will deliver periodic invoices to the Member. Such invoices will set out all Fees due to BlueLA as at the date of that invoice or paid to BlueLA since the later of: (i) the date of the previous invoice delivered to the Member, and (ii) the Activation Date .

5.5 You may access all invoices via Your Account. You may request hardcopies of invoices at an Additional Fee.

5.6 You must amend Your contact and other account information (including the Member's payment information) on the Member Account whenever it changes so that information available to BlueLA is up to date throughout the entire duration of the Contract, and in particular before You reserve or rent a BlueLA Car.

5.7 If Your current Payment Card is cancelled during the term of this Contract, You must update Your Payment Card details via the Member Account on the BlueLA Website immediately upon cancellation of Your current Payment Card. For Payment Cards due to expire, this update must take place at least fourteen (14) days prior to the expiration date and in any event, no later than upon receipt of the new Payment Card.

5.8 You shall ensure that there are sufficient funds in Your bank account for payment of the Membership Fee, Rental Fees, Additional Fees, Penalties and/or any other amounts that might be due to BlueLA under this Contract and shall provide BlueLA with an alternative method of payment if such funds are not available or if Your Payment Card is cancelled by You or Your bank.

5.9 If we are unable to withdraw funds from Your account, we will send You a text message informing You of the issue. We may make a second attempt to withdraw funds from Your account within ten (10) business d ays after the first failed attempt. A third and final attempt to withdraw funds from Your account will be made within one (1) month from the second failed attempt. We may suspend Your Membership after the second failed attempt to withdraw funds from Your account until You have provided us with up to date payment information and paid us any monies owed to us. We will always let You know when we suspend Your Membership. You will also be charged an Additional Fee by way of an administration fee if a payment that is due to us from You is dishonored by Your bank or bounces.

5.10 Under no circumstances will BlueLA be responsible for any overdraft or other fees charged by the Member's Payment Card company or bank.

5.11 Subject to section 5.12 below, all Fees under this Contract shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction as required by law).

5.12 Vouchers

5.12.1 BlueLA may, in BlueLA's sole discretion, create promotional codes that may be redeemed by Members and credited against Fees, subject to any additional terms that BlueLA establishes on a per promotional code basis (" Promotional Code ").

5.12.2 You agree that Promotional Codes: (a) are unique to the Member to whom they are delivered, are non-transferable, and can only be used by the Member to whom they are delivered; (b) must only be used for the intended purpose, and in a lawful manner; (c) may not be duplicated, sold or transferred in any manner, or made available to the general public (whether posted to a public forum or otherwise), unless expressly permitted by BlueLA; (d) may be disabled by BlueLA at any time for any reason without liability to You; (e) may only be used pursuant to the specific terms that BlueLA establishes for such Promotional Code; (f) are not valid for, and cannot be exchanged for, cash; and (g) may expire prior to Your use of the Promotional Code. BlueLA reserves the right to withhold or deduct credit against Fees or other features or benefits obtained through the use of Promotional Codes by You in the event that BlueLA determines or believes that the use or redemption of the Promotional Codes was in error, fraudulent, illegal, or in violation of the applicable Promotional Code's terms or these Terms and Conditions.

6. SECURITY DEPOSIT

6.1 When You are becoming a Member, BlueLA may, at its sole discretion, require You to instruct Your bank to pre-authorise a Security Deposit for BlueLA’s benefit. The amount of the Security Deposit will not be debited by BlueLA except in the circumstances set out below. However, the amount of the Security Deposit will be unavailable to You to withdraw from Your account until released by Your bank.

6.2 The amount of the Security Deposit shall be determined by BlueLA based on Your rental history and payment record. The maximum amount of any Security Deposit is equal to the highest total Rental Fees paid by You in any two calendar months (including where such calendar months are not consecutive).

6.3 Any Security Deposit pre-authorised by You will be withdrawn by BlueLA in the event of:

6.3.1 non-payment by You of any Fees or other sums due to BlueLA;

6.3.2 failure by You to return a BlueLA Car; and/or

6.3.3 payment of damages for which You are liable under this Contract, including any Additional Fees and Penalties that may become due.

6.4 In the absence of any outstanding balance at the termination of Your Membership, the security deposit will be returned to You within fourteen (14) days after the Membership terminates. The security deposit bears no interest.

7.        TRAFFIC AND PARKING VIOLATIONS AND FINES

7.1 You are personally responsible for Your breach of any applicable traffic and motor vehicle rules and regulations when using a BlueLA Car. You are also personally responsible for any breach of any parking laws, rules and regulations when using a BlueLA Parking Space.

7.2 You must pay all tickets, surcharges, tolls, fines or penalties arising in connection with Your use of a BlueLA Car. You are responsible and liable for each ticket, surcharge, toll, fine or penalty to the appropriate authorities. When BlueLA is notified about any Member’s ticket, surcharge, toll, fine or penalty, BlueLA will pay the relevant amount on behalf of the Member who incurred it and will then charge that Member’s Payment Card. When You are notified about a ticket, surcharge, toll, fine or penalty related in any way to your use of BlueLA Service, , You must notify the Customer Relations Center within 3 days of Your receipt of the relevant ticket, surcharge, toll, fine or penalty and settle these charges directly with the issuing authority.

7.3 You acknowledge and agree that BlueLA may provide Your identity details to any law enforcement authorities on request and/or otherwise in connection with any alleged breach of Applicable Laws by You.

7.4 You must pay BlueLA the Penalty specified in Schedule 1 for each ticket and fine issued to BlueLA for the BlueLA Car used by You during the Your Rental Period to cover BlueLA's reasonable administrative costs in handling receipt of such ticket and/or fine.

7.5 If You cause a BlueLA Car to be immobilized or clamped, or removed for breach of any Applicable Laws, You will be liable to BlueLA as if You had abandoned the BlueLA Car and You must pay to BlueLA the Penalty specified in Schedule 1. You will also be liable to reimburse BlueLA for any fees or expenses paid to the relevant parking or towing authority or private operator of the relevant parking or towing facility.

8. INSURANCE

8.1 Subject to the applicable exceptions and specific terms and conditions of the policy providing coverage, the Insurance Coverage provided by BlueLA insures You against liability to a third party caused by or arising out of Your use of a BlueLA Car on the road in accordance with the terms of the Contract, in respect of death, personal injury and/or damage to property suffered by such third party.

8.2 Subject to Section 8.1, BlueLA does not warrant or represent that the Insurance Coverage is comprehensive or sufficient to meet Your needs.  For the avoidance of doubt, IN THE EVENT THAT YOU LEAVE THE BLUELA ZONE, THE INSURANCE COVERAGE WILL NOT APPLY .

8.3 BlueLA maintains third-party liability insurance for itself consistent with the State of California compulsory minimum financial responsibility requirements as follows:

8.3.1 fifteen-thousand dollars ($15,000) for bodily injury to or death of one person in any one accident and, subject to that limit for one person, to a limit of thirty-thousand dollars ($30,000) for bodily injury to or death of two or more persons in any one accident, and

8.3.2 if the accident has resulted in injury to, or destruction of property, to a limit of five-thousand dollars ($5,000) for injury to or destruction of property of others in any one accident .

8.3.3 The BlueLA Insurance Coverage also includes medical payment insurance coverage of $1,000 per person.

8.4 You acknowledge and agree that the Insurance Coverage may not cover in whole or in part, Your liability to BlueLA or to a third party, including for damage to a BlueLA Car, injury to You, injury to other people, and/or damage to or loss of You property or a third party's property, and that despite the Insurance Coverage, You may be liable directly to BlueLA and/or any third party to whom You have caused damage, injury or loss through Your use of the BlueLA Service. For the avoidance of doubt, the Insurance Coverage does not cover any damage to or loss of Your property through the use of the BlueLA Service.

8.5 Moreover, You acknowledge and agree that the Insurance Coverage will not  cover you in a number of cases, including, without limitation:

- using a BlueLA Car by any other person other than the Member;

- using the BlueLA Service with an invalid driving license;

- using the BlueLA Service while under the influence of drugs or alcohol;

- using the BlueLA Service outside the BlueLA Zone;

- participating in automobile races, rallies, trials or any other competitive event, and more generally, acting, driving a BlueLA Car or using the BlueLA Service inconsistently with the Contract as a whole, and

- making a false statement to the Insurer.

8.6 You acknowledge that the availability to You or any third party (including any passenger in a BlueLA Car operated by You) of a claim under the Insurance Coverage does not affect BlueLA’s entitlement to bring a claim against You in respect to the damage caused by You resulting from a breach of this Contract, the insurance documentation referred to in this section, and/or Applicable Laws, except as set out in this section.

8.7 The circumstances referred to the preceding section (in which BlueLA may bring a claim against You for any loss that BlueLA suffers as a result of damage to any BlueLA Car arising during a Rental Period) are where the damage arose as a result of or in connection with any: (a) breach of the Contract by You; (b) unlawful activity undertaken by You; (c) misrepresentation by You (either to BlueLA or in any accident report, insurance claim or police report); (d) improper use of a BlueLA Car (e.g. transport of flammable materials or explosives or use of a BlueLA Car as a for-hire vehicle or any other commercial purpose); (e) wilful damage; (f) use of a BlueLA Car by anyone other than by You; and (g) failure to lock the doors of and boot the BlueLA Car when it is unattended.

8.8 BlueLA reserves the right, at any time, without notice to You, to modify the BlueLA Insurance Coverage so long as it complies with the minimum standard of insurance coverage required by law to permit You to drive a BlueLA Car on the road.

8.9 In the event of any payment under this policy, BlueLA and its insurer are entitled to all the rights of the person to whom payment was made against another. That person must sign and deliver to BlueLA and its insurer any legal papers relating to that recovery, do whatever else is necessary to help BlueLA and its insurer exercise those rights and do nothing to prejudice the rights of BlueLA or its insurer.

8.10 When a person has been paid damages under the BlueLA Insurance Coverage and also recovers from another, the amount recovered from the other shall be held by that person in trust for BlueLA and its insurer and reimbursed to BlueLA and its insurer to the extent of any payment by BlueLA or its insurer.

8.11 BlueLA and its insurer may seek “subrogation” which is reimbursement from You in the event that You are at fault for an accident for which BlueLA or its insurer has provided payments to a third party for damages or injuries sustained by that third party.

8.12 In the event that You are at fault in an accident that triggers BlueLA’s Liability Insurance Policy, and if the third party damages are greater than BlueLA’s insurance policy limits, You will be required to pay the difference between the third party’s actual damages and what BlueLA’s Insurance policy covered.

8.13 If there is another policy of insurance that may provide coverage for any third-party liability, including a personal automobile policy You may maintain, the insurance provided by the BlueLA will be deemed excess to Your insurance to the extent permitted under California law.

9. RELEASE AND LIMITATION OF LIABILITIES; INDEMNITIES

9.1 Release of Liability:

TO THE MAXIMUM EXTENT PERMITTED BY LAW, YOU, ON BEHALF OF YOURSELF AND YOUR SUCCESSORS IN INTEREST (AS DEFINED BELOW) (COLLECTIVELY, “RELEASORS”), HEREBY RELEASE AND DISCHARGE US, OUR AFFILIATES (AS DEFINED BELOW) AND SUPPLIERS AND EACH OF OUR AND THEIR OFFICERS, DIRECTORS, MEMBERS, MANAGERS, SUCCESSORS, ASSIGNS, AGENTS AND EMPLOYEES (COLLECTIVELY, “RELEASED PARTIES”) FROM AND AGAINST ANY AND ALL LIABILITY, LOSS (INCLUDING BUT NOT LIMITED TO LOSS OF INCOME, WAGES, SUPPORT, OR CONSORTIUM), INJURY, DEATH, DAMAGES (INCLUDING BUT NOT LIMITED TO DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, SPECIAL, OR CONSEQUENTIAL DAMAGES), COSTS, EXPENSES (INCLUDING BUT NOT LIMITED TO ATTORNEYS’ FEES AND COSTS), HARM, CLAIMS, OR CAUSES OF ACTION (INCLUDING BUT NOT LIMITED TO CLAIMS FOR PERSONAL INJURY, WRONGFUL DEATH AND/OR PROPERTY DAMAGE), ARISING OUT OF OR RELATING TO (I) THE USE OF A BLUELA CAR OR ANY COMPONENT, FEATURE, ACCESSORY OR CONFIGURATION OF A BLUELA CAR, (II) ANY ACCIDENT OR INCIDENT INVOLVING A BLUELA CAR, (III) THE USE OF A BLUELA STATION, BLUELA CHARGE POINT, OR BLUELA PARKING SPOT OR ANY EQUIPMENT OR ACCESSORIES THEREON, (IV) YOUR ACTS OR OMISSIONS, OR (V) YOUR OR YOUR PASSENGERS’ DAMAGE  TO OR LOSS OF PERSONAL PROPERTY, IN EACH CASE (I) THROUGH (V), WHETHER IN STRICT LIABILITY, CONTRACT, OR TORT, REGARDLESS OF HOW SUCH INJURY, DAMAGE, OR LOSS MAY ARISE AND REGARDLESS OF WHETHER THE INJURY, DAMAGE, OR LOSS IS OCCASIONED IN WHOLE OR IN PART BY THE ACTIVE OR PASSIVE ORDINARY NEGLIGENCE OF ANY ONE OR MORE OF THE RELEASED PARTIES, OR ANY OTHER BREACH OF A LEGAL DUTY ARISING OUT OF COMMON LAW, STATUTE, OR CONTRACT.

9.2 Limitation of BlueLA’s Liability:

TO THE MAXIMUM EXTENT PERMITTED BY LAW, BLUELA HEREBY DISCLAIMS AND SHALL NOT BE LIABLE TO YOU OR ANY OTHER PARTY OR THIRD PARTY, OR BE HELD RESPONSIBLE FOR ANY ECONOMIC, INCIDENTAL, CONSEQUENTIAL, INDIRECT, SPECIAL, PUNITIVE, ENHANCED, AND EXEMPLARY DAMAGES, AND LOST PROFITS, ARISING OUT OF OR RELATING TO YOUR ACTS OR OMISSIONS, TO THESE TERMS AND CONDITIONS, OR TO ANY BREACH OF THESE TERMS AND CONDITIONS, ALL REGARDLESS OF WHETHER FORESEEABLE OR UNFORESEEABLE, WHETHER CLAIMED UNDER CONTRACT, TORT, FAILURE OF WARRANTY, OR ANY OTHER LEGAL THEORY.  TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE MAXIMUM AGGREGATE LIABILITY OF BLUELA TO YOU FOR ALL CLAIMS UNDER THESE TERMS AND CONDITIONS SHALL NOT EXCEED THE FEES RECEIVED BY BLUELA FROM YOU.

9.3 Disclaimer of Warranties:

YOU TAKE A BLUELA CAR AS IS WITH ALL FAULTS.  BLUELA MAKES NO EXPRESS OR IMPLIED WARRANTIES, INCLUDING ANY WARRANTY OF MERCHANTABILITY OR THAT BLUELA CARS, STATIONS, OR BLUELA CHARGE POINTS ARE FIT FOR ANY PARTICULAR PURPOSE.

9.4 Indemnity:

TO THE MAXIMUM EXTENT PERMITTED BY LAW, YOU, ON BEHALF OF YOURSELF AND YOUR SUCCESSORS IN INTEREST, AGREE TO DEFEND, INDEMNIFY, AND HOLD HARMLESS THE RELEASED PARTIES FROM AND AGAINST ANY CLAIMS, ACTIONS SUITS, PROCEEDINGS, LOSSES, DAMAGES, LIABILITIES, COSTS, AND EXPENSES (INCLUDING, WITHOUT LIMITATION, REASONABLE ATTORNEY FEES AND COSTS) ARISING OUT OF OR RELATING TO YOUR FAILURE TO COMPLY WITH THESE TERMS AND CONDITIONS.  YOU MAY PRESENT THE CLAIM TO YOUR INSURANCE CARRIER FOR SUCH EVENTS OR LOSSES; BUT IN ANY EVENT, YOU SHALL HAVE FINAL RESPONSIBILITY REGARDING ANY SUCH LOSSES AND TO ALL THIRD PARTIES.

9.5 Damage or Theft of BlueLA Car:

YOU ARE RESPONSIBLE FOR ANY AND ALL LOSS OF OR DAMAGE TO THE BLUELA CAR THAT YOU CAUSE WHILE YOU ARE IN POSSESSION OF IT.  SUCH LIABILITY IS LIMITED TO (1) LOSS OR DAMAGE TO THE BLUELA CAR UP TO ITS FAIR MARKET VALUE RESULTING FROM COLLISION REGARDLESS OF THE CAUSE OF DAMAGE; (2) LOSS DUE TO THEFT OF THE BLUELA CAR UP TO ITS FAIR MARKET VALUE; (3) PHYSICAL DAMAGE TO THE BLUELA CAR UP TO ITS FAIR MARKET VALUE, RESULTING FROM VANDALISM OCCURRING AFTER, OR IN CONNECTION WITH, THE THEFT OF THE VEHICLE; (4) PHYSICAL DAMAGE TO THE BLUELA CAR UP TO A TOTAL OF FIVE THOUSAND DOLLARS ($5,000) RESULTING FROM VANDALISM UNRELATED TO THE THEFT OF THE BLUELA CAR; (5) ACTUAL CHARGES FOR TOWING, STORAGE AND IMPOUND FEES PAID BY US, IF YOU ARE LIABLE FOR DAMAGE, AND (6) AN ADMINISTRATIVE CHARGE.

9.6 Definitions

For purposes of this section 9, “ Affiliates ” of BlueLA shall mean any natural person, firm, corporation, partnership, association, limited liability company, trust, or any other legal entity who, directly or indirectly, controls, is controlled by or is under common control with BlueLA, including, without limitation, any general partner, manager, managing member, officer, or director of BlueLA.  For purposes of this section 9, “ Successors in Interest ” shall mean Your spouse, children, devisees, personal representatives, survivors, heirs, issue, assigns, creditors, successors, executors, administrators, legatees, insurers, estate beneficiaries and estate, any person wholly or partially dependent on You for support and maintenance, and any other person or entity acting for, on behalf of, or through You or having a property right in, or a claim against, a trust estate or the estate of a decedent.

9.7.     The provisions of Section 9 set forth above shall relate to any and all claims and legal rights now existing or arising in the future, whether known or unknown.  You acknowledge that You have read and understand Section 1542 of the California Civil Code which reads as follows:

“A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.”

Releasors hereby expressly waive and relinquish all rights and benefits under that section and any law of any jurisdiction of similar effect with respect to the release of any claims Releasors may have against the Released Parties.

10 SERVICE INTERRUPTIONS

10.1 While BlueLA uses its reasonable efforts to make the BlueLA Service available, the 24/7 availability of the BlueLA Service is not guaranteed. Because the BlueLA Service is a self-service operation, BlueLA shall not be liable if: (a) a BlueLA Car or BlueLA Parking Space is unavailable at any particular location; or (b) BlueLA is unable to honor a reservation for a BlueLA Car or BlueLA Parking Space in the event of an occurrence outside of BlueLA’s control, such as another Member failing to return a BlueLA Car at the end of their Rental Period or the parking of an unauthorised vehicle in the BlueLA Parking Space at the time reserved.

10.2 If, for any reason, a BlueLA Service is Completely Unavailable for a period of more than 5 days, yearly Member's sole remedy shall be BlueLA's extension of the applicable Membership for an equivalent number of days that the BlueLA Service was Completely Unavailable.

11 DISPUTE RESOLUTION AND GOVERNING LAW

11.1 This Contract, and any legal suit, arbitration, action, or proceeding arising out of or related to this Contract, Your Membership, the BlueLA Services provided or to be provided and, generally, any act or omission involving You and Us, will be governed by and construed in accordance with the laws of the State of California without giving effect to any choice or conflict of law provision or rule (whether because of the State of Your residence or any other reason) that would cause the application of laws of any jurisdiction other than those of the State of California or that would apply any rule of construction that allows or directs that ambiguities be construed against the drafter of a contract.

11.2 AS PERMITTED BY THE FEDERAL ARBITRATION ACT (“FAA”), YOU AND WE AGREE THAT ANY CONTROVERSY OR CLAIM ARISING OUT OF OR RELATING TO THESE TERMS AND CONDITIONS, THE ADVERTISING OF OUR SERVICES, YOUR INDUCEMENT TO ENTER INTO THE MEMBERSHIP, INCLUDING BUT NOT LIMITED TO CLAIMS OF OR RELATING TO DECEPTIVE OR UNFAIR BUSINESS PRACTICES, MISREPRESENTATION, OR FALSE ADVERTISING, THE TERMS AND CONDITIONS’ TERMINATION, OR THE VALIDITY OR BREACH THEREOF, WILL BE RESOLVED BY ARBITRATION IN LOS ANGELES COUNTY, CALIFORNIA, ADMINISTERED BY THE AMERICAN ARBITRATION ASSOCIATION (“AAA”) UNDER AAA’S CONSUMER ARBITRATION RULES, EXCEPT THAT, INSTEAD OF ARBITRATION, (A) YOU MAY ASSERT A CLAIM IN SMALL CLAIMS COURT IN LOS ANGELES COUNTY, CALIFORNIA IF THE CLAIM QUALIFIES FOR JURISDICTION IN SUCH COURT; AND (B) WE MAY BRING A CLAIM AGAINST YOU BASED ON THESE TERMS AND CONDITIONS IN SMALL CLAIMS COURT IN THE CALIFORNIA COUNTY OF YOUR RESIDENCE, IF YOU ARE A CALIFORNIA RESIDENT, OR ARE PHYSICALLY LOCATED IN LOS ANGELES COUNTY, CALIFORNIA, IF YOU ARE NOT A CALIFORNIA RESIDENT.  THE ARBITRATOR’S AWARD SHALL BE FINAL AND BINDING ON ALL PARTIES, EXCEPT FOR ANY RIGHT OF APPEAL PROVIDED BY THE FAA.  JUDGMENT ON THE AWARD RENDERED BY THE ARBITRATOR(S) MAY BE ENTERED IN ANY COURT HAVING JURISDICTION OVER YOU. AAA’S CONSUMER ARBITRATION RULES ARE AVAILABLE ONLINE AT WWW.ADR.ORG .  YOU MAY INITIATE A CLAIM AGAINST US IN ARBITRATION BY COMPLYING WITH RULE 2 OF THE CONSUMER ARBITRATION RULES LOCATED AT WWW.ADR.ORG .

11.3 Unless such power is reserved exclusively to the courts by law, the Arbitrator shall have the power to rule on any challenge to his or her own jurisdiction or to the validity or enforceability of any portion of the agreement to arbitrate. ARBITRATION REPLACES THE RIGHT TO GO TO COURT. YOU AGREE THAT YOU ARE VOLUNTARILY AND KNOWINGLY WAIVING ANY RIGHT THAT YOU MAY HAVE TO GO TO COURT.

11.4 You have the right to opt out of this mandatory arbitration provision, which would enable You to litigate disputes in a court before a judge, if You deliver to Us, within thirty (30) days of the acceptance of these Terms and Conditions, an explicit instruction to opt out, hand signed and dated by You, via certified mail, return receipt requested, addressed to BlueLA Legal Director, 555 West Fifth Street, Los Angeles, CA 90013. If We do not receive Your written notice within this time period, Your right to opt out will terminate and the provisions of this section will apply. If You exercise the opt-out option, You may commence any action arising from or related to these Terms and Conditions and the Contract only in the Small Claims Court or Superior Courts sitting in Los Angeles County, California or the Federal Courts of the Southern District of California, sitting in Los Angeles, California.

11.5 EXCEPT WHEN PROHIBITED BY LAW AND TO THE EXTENT NOT PREEMPTED BY THE FAA TO BE INCLUDED IN A CLASS ACTION WAIVER, NEITHER YOU NOR WE MAY SERVE AS A REPRESENTATIVE, A PRIVATE ATTORNEY GENERAL, OR IN ANY OTHER REPRESENTATIVE CAPACITY IN ANY LEGAL ACTION AGAINST BLUELA, ITS PARENT COMPANIES, SUBSIDIARIES, AFFILIATES, OFFICERS, DIRECTORS AND OWNERS.  YOU AND WE AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, CONSOLIDATED, MASS, COLLECTIVE ACTION, OR REPRESENTATIVE PROCEEDING. FURTHER, UNLESS BOTH YOU AND WE AGREE OTHERWISE IN WRITING, THE COURT OR ARBITRATOR, AS APPLICABLE, MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS, AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A CLASS, CONSOLIDATED, MASS, COLLECTIVE, OR REPRESENTATIVE PROCEEDING.

11.6 Except for such claims prohibited by law to have their respective statute of limitations shortened, in any claim against Us, You must file for Arbitration for damages relating to or arising directly or indirectly from these Terms and Conditions or the Contract, no later than two (2) years after any portion of Your claim has accrued.  You hereby waive the right to file an action for any loss, damage or liability related to or arising directly or indirectly from these Terms and Conditions or the Contract under any state or federal statute of limitations that may be longer.

12. GENERAL TERMS

12.1 The Member acknowledges and agrees that ownership of the BlueLA Cars, BlueLA Car Accessories and BlueLA Onboard Documents remains with BlueLA at all times.

12.2 Nothing in this Contract is intended to, or shall be deemed to establish any partnership, agency or joint venture between the Member and BlueLA.

12.3. Only the Member and BlueLA have rights under this Contract. No other person shall have any rights under this Contract. The Member may not transfer or assign any of the Member's rights or obligations under this Contract to any other person unless BlueLA agrees to this in writing before any such transfer. However, BlueLA may transfer its rights and obligations under this Contract to another organization at any time. BlueLA will notify You if it plans to do so.

12.4. The rights and remedies provided in this Contract are in addition to, and not exclusive of, any rights or remedies provided by law.

12.5. If BlueLA does not insist immediately that You do anything You are required to do under these Terms and Conditions, or if BlueLA delays in taking steps against You in respect of Your breaking this Contract, that will not mean that You do not have to do those things and it will not prevent BlueLA from taking steps against You at a later date. For example, if You miss a payment and BlueLA does not contact You immediately but continues to provide the BlueLA Service, BlueLA can still require You to make the payment at a later date.

12.6. The section headings in these Terms and Conditions are included for convenience only and shall not affect the interpretation of these Terms and Conditions.

12.7. Each of the sections of these Terms and Conditions operates separately. If any court or relevant authority decides that any of them (or any part of any of them) are unlawful, the remaining provisions will remain in full force and effect.

12.8. The Member agrees that the Member shall have no remedies in respect to any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this Contract. Each party agrees that it shall have no claim for innocent or negligent misrepresentation based on any statement in this Contract.

12.9. Under California law, residents of the state of California are entitled to the following specific consumer rights information:

a) Company Name:  BlueLA Carsharing LLC

Address: 555 West 5 th Street, 35 th Floor

Los Angeles, CA 90013

Telephone Number:  1-800-212-1079

b) Any charges imposed by Us can be found in these Terms and Conditions.

c) If You have any complaints regarding Our Services, You may contact our Customer Relations Center at 1-800-212-1079, or, you may contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs in writing at 1625 North Market Blvd., Sacramento, CA 95834, or by telephone at (916) 445-1254 or (800) 952-5210.

12.10. You consent to receive communications from Us in electronic form, and agree that all Terms and Conditions, notices, disclosures and any other communications that We provide 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 where indicated, You are signing the Terms and Conditions electronically (“ Member E-Signature ”), and such selection constitutes Your legal signature, acceptance and agreement as if these Terms and Conditions were actually signed by You in writing and such E-Signature has the same force and effect as a manual signature.


SCHEDULE 1

1. RATE OFFER

1.1. The following summarizes the fees and other terms corresponding to each of the available membership options excluding any applicable sales and use taxes ("Rate Offer”).

Figures shown below shall be rounded to two decimal places.

Membership Type

Membership Duration

Membership Fee Billed Monthly

Per Minute BlueLA Car Rental Fee

BlueLA Standard Annual Membership

Annual membership billed in monthly installments starting on the Activation Date

$5.00 monthly installment

$0.20 per minute ($6.00 per 30 minutes)

BlueLA Community Annual Membership

Annual membership billed in monthly installments starting on the Activation Date

Eighty percent (80%) discount to Regular Annual Membership fee

$1.00 monthly installment

Twenty-five percent (25%) discount to Regular Annual Membership Usage Fee

$0.15 per minute ($4.50 per 30 minutes)

BlueLA Trial One Month Membership

Membership lasting for thirty (30) days from the Activation Date. Membership expires at the end of the thirty (30) day period.

None

$0.40 per minute ($12 per 30 minutes)

1.2. The Rental Fees are calculated on a pro rata basis, based on the rate set out in the table above, and the duration of the relevant Rental Period. The minimum rental period is fifteen (15) minutes, meaning that if You rent a BlueLA Car for less than fifteen (15) minutes, You will be charged Rental Fees as if You had rented that BlueLA Car for fifteen (15) minutes. Rental Fees are payable in addition to the Membership Fee and You cannot credit any instalments of the Membership Fee against the Rental Fee. For the purposes of calculating the Rental Fees: (a) any incomplete minutes in the Rental Period will be rounded up to the next minute; and (b) where the Rental Period is shorter than fifteen (15) minutes, the Rental Period will be rounded up to fifteen (15) minutes.

1.3. If You do not follow the procedure for correctly returning the BlueLA Car the Rental Period may not end, and You will continue to be charged Rental Fees up to a maximum per Rental Period, even if You are not actually no longer using the BlueLA Car. We therefore recommend that You wait in the vicinity of the BlueLA Car until You have received a text message or push notification from us, confirming that the BlueLA Car has been successfully returned, and that the Rental Period has ended.

1.4.        All fees and charges listed in this Fee Schedule exclude applicable taxes, which will be added to the amounts charged to You by BlueLA.

2. Low Income Membership Qualification

Please review the following criteria to see if you qualify for the BlueLA Community Membership. You will be required to upload proof of eligibility during registration. You qualify if:

2.1 Your household's total gross annual income is at or less than the following annual limits, and you are able to provide proof of income:

Number of persons living in your household

Total gross annual household income (before taxes)

Proof accepted

1

$31,550

Most recent pay stub

OR

Other valid proof of income

2

$36,050

3

$40,550

4

$45,050

5

$48,700

6

$52,300

7

$55,900

8

$59,500

OR

2.2. You belong to one of the following Public Assistance Programs, and you are able to provide proof of participation:

Program

Proof accepted

Medicaid / Medi-Cal

Medi-Cal Card OR Notice of Planned Action

Low Income Home Energy Assistance Program (LIHEAP)

Benefits Letter OR utility bill reflecting inclusion of a housing assistance credit

Supplemental Security Income (SSI) / Supplement Security Payment (SSP)

Computer-generated printout or bank statement(s) showing SSI/SSP deposits (3 months)  OR benefit check stub from Social Security Administration

Federal Public Housing Assistance or

Section 8

Section 8 Voucher OR Public Housing Assistance Lease Agreement OR Benefits Letter

CalFresh, Food Stamps or Supplemental Nutrition Assistance Program (SNAP)

California EBT card (same name as applicant) OR Benefits Letter

Women, Infants and Children Program (WIC)

Benefits Letter (showing name of program, date of award, name of beneficiary, and award amount)

Temporary Assistance for Needy Families (TANF)

California Work Opportunity and Responsibility for Kids (CalWORKs)

Welfare-to-Work (WTW)

Bureau of Indian Affairs General Assistance

Tribal TANF

Benefits Letter OR benefits check stub from the Bureau of Indian Affairs General Assistance

Head Start Income Eligible

(Tribal Only)

A letter of participation or enrollment confirmation in a Tribal Head Start Program (including name of child)

Food Distribution Program on Indian Reservations

Notice of Action OR FDPIR participation document (benefit card) OR Benefits Letter or official notice of eligibility

Other Public Award/Benefit

Proof must have the recipient’s name, address and effective dates of award. May not be accepted if proof is inadequate.

3.           ADDITIONAL FEES

The following Additional Fees will be impose for the following events:

Chargeable Event

Charge per Occurrence

Reservation for a BlueLA Car

Car Reservation lasts only 30 minutes*

No charge

Reservation for a BlueLA Parking Space

Parking space reservation lasts only 45 minutes *

No charge

Request for paper copy of invoices

$5

*See User manual

4. DAMAGE CHARGE

Where, during a Rental Period a BlueLA Car is damaged (including but not limited to in a road traffic collision), and it is determined by the BlueLA Insurer that the Member was wholly or partially at fault for such damage, the Member shall pay to BlueLA the relevant Damage Charge. The amount of the Damage Charge payable is set out in the table below. Until the payment is received, the Member is suspended from using the BlueLA Service.

Accident

$2,000

5. PENALTIES

For certain violations, acts or omissions or other failures to comply with the terms of the Contract, in addition to BlueLA’s right to terminate and/or suspend Member’s Membership, and the other remedies detailed in this Contract, the following penalties may be levied against the Member by BlueLA at its sole discretion. These penalties are non-exclusive, and shall be in addition to such other remedies as may be available to BlueLA under this Contract, at law, and in equity.

In addition, BlueLA may, at any time, determine that in addition to cancellation of a current Membership, Member’s future use of any BlueLA Services may be barred for a duration at BlueLA’s sole discretion.

During Membership suspension and following Membership termination by BlueLA due to Member’s misconduct or omission, Member shall continue to be liable for Membership charges and other fees applicable through the conclusion of the current Membership period, including any renewal period.

Replacement of lost or damaged BlueLA Membership Card

First loss/replacement

$0

Second loss/replacement

$10

Subsequent loss/replacement

$15

Having made a reservation for a BlueLA Car, the Member fails to collect the reserved BlueLA Car or cancel the reservation within the reserve period

$5

Failure to return the BlueLA Car in accordance with the proper return procedure as set out in the User Guide (including, without limitation, failure to properly plug in the BlueLA Car and failure to park at a BlueLA Station)

$50

Notwithstanding the Penalty, a failure to return a BlueLA Car in accordance with these Terms and Conditions will result in the continuation of the Rental Period.

Accordingly You shall also continue to be charged Rental Fees, up to a maximum of $500 for that Rental Period.

In addition to the above, You shall also be liable for any penalties that may be imposed by the relevant authorities due to non-compliance with Applicable Laws.

Abandonment of the BlueLA Car

$300

Notwithstanding the Penalty, an abandonment of a BlueLA Car is a failure to return a BlueLA Car in accordance with these Terms and Conditions which will result in the continuation of the Rental Period.

Accordingly You shall also continue to be charged Rental Fees, up to a maximum of $500 for that Rental Period.

In addition to the above, You shall also be liable for any penalties that may be imposed by the relevant authorities due to non-compliance with Applicable Laws.

Failure to return BlueLA Car to a Charge Point when the battery of the BlueLA Car is at 30% or less leading to the immobilization of the BlueLA Car

$300

Notwithstanding the Penalty, You shall also continue to be charged Rental Fees until the BlueLA Car is retrieved and returned to the BlueLA Charge Point, up to a maximum of $500 for that Rental Period.

Parking in a BlueLA Parking Space reserved by another Member

$50

Failure to stay with a broken down BlueLA Car resulting from or arising out of an accident or incident until repair services arrive (where there are no injuries and it is safe to do so)

$150

Failure to immediately report an accident or any incident involving the BlueLA Car (including, without limitation, theft or vandalism of the BlueLA Car) to BlueLA and/or submit the Incident report within 12 hours of such Incident

$300

Notwithstanding the Penalty, Your Membership shall be cancelled immediately, and You shall not be permitted to re-subscribe to the BlueLA service for a period of 6 months from the date of the cancelled membership.

In addition to the above, You shall also be liable for any penalties that may be imposed by the relevant authorities due to non-compliance with Applicable Laws.

Using the BlueLA Service with an invalid driving licence

Your Membership shall be cancelled immediately, and You shall not be permitted to re-subscribe to the BlueLA service for a period of 12 months from the date of the cancelled membership.

In addition to the above, You shall also be liable for any penalties that may be imposed by the relevant authorities due to non-compliance with Applicable Laws.

Using the BlueLA Service while under the influence of drugs or alcohol

$300

Notwithstanding the Penalty, Your Membership shall be cancelled immediately, and You shall not be permitted to re-subscribe to the BlueLA service for a period of 12 months from the date of the cancelled membership.

In addition to the above, You shall also be liable for any penalties that may be imposed by the relevant authorities due to non-compliance with Applicable Laws.

Material omission or incorrect details, given by the Member during the Membership application process, which could modify the conditions of the subscribed insurance

$100

Notwithstanding the Penalty, Your Membership shall be cancelled immediately, and You shall not be permitted to re-subscribe to the BlueLA Service for a period of 6 months from the date of the cancellation of membership.

Failure to cooperate with BlueLA’s requests for information or assistance or failure to respond to repeated requests for information from BlueLA.

Suspension or cancellation of BlueLA Membership at BlueLA’s discretion.

Threats, insults, violence, or profanity, directed at BlueLA personnel.

Suspension or cancellation of BlueLA Membership at BlueLA’s discretion.

In addition to the above, BlueLA reserves the right to commence legal proceedings against You.

BlueLA Car is impounded as a result of breach of any Applicable Laws by a Member

$1000

BlueLA Car is returned in an unclean condition at the end of the Rental Period

$50

A fine is issued to the BlueLA Car by the relevant authorities during the Rental Period

$30

In addition to the above, You shall also be liable for the fines that have been imposed by the relevant authorities due to non-compliance with Applicable Laws.

Usage of BlueLA Car by another person than the member, observed by BlueLA’s personnel or relevant authorities

$100

Notwithstanding the penalty, Your Membership shall be cancelled immediately, except in a case where Your Accepted Card and/or PIN was stolen and only if BlueLA has been notified and provided with a copy of a police report that You filed.

For the avoidance of doubt, You shall not be permitted to re-subscribe to the BlueLA Service for a period of 6 months from the date of the cancellation of membership.

Leaving the BlueLA Zone

$500

Notwithstanding the Penalty, You shall also be liable for the applicable towing fees.

Failure to update credit card information where the credit card used for the Security Deposit has been cancelled or expired

$30

Failure to pay Fees to BlueLA

$30

Notwithstanding the Penalty, Your Membership shall be suspended until full payment of outstanding amounts including payment of all Late Payment Interest is received by BlueLA.

Direct Debit transaction is returned unpaid

$30

Cancellation of direct debit without a replacement being provided in advance of such cancellation

$30

Members will be notified of charges, penalties, suspension or cancellation of Membership by way of written notice through one of the following means:

1. Text message to the Members’ mobile number that has been provided by the Member during the application process; or

2. Email to the Member Email Address; or

3. Post in the Member’s Account of the BlueLA website; or

4. A letter sent to the Member’s residential address that has been provided by the Member during the application process.

Notice shall be deemed to have been duly served immediately if delivered personally or made by text message or electronic mail or posted in the Member’s Account on the BlueLA website. The effective date of suspension or cancellation of Membership shall be the date such notice is sent.



[1] Please refer to the list of accepted payment methods on the BlueLA website.