MASTER VEHICLE RENTAL AGREEMENT
This Master Vehicle Rental Agreement (“Master Agreement”) is made as of the above date between Dryve Cars, LLC, a New York limited liability company doing business by and through Wheel NY, LLC, a New York limited liability company (collectively “Lessor”) and the Lessee (“Lessee”) named at the end of this Master Agreement hereinafter collectively the (“Parties”).
AGREEMENT/CONFIRMATION. Lessor agrees to rent to Lessee, and Lessee agrees to rent from Lessor, each vehicle (“Vehicle”) described in a confirmation (“Confirmation”) sent by email by Lessor to Lessee after Lessee has reserved (a “Reservation”) a Vehicle in accordance with the requirements set forth on Lessor’s Website (“Website”). Each Reservation by lessee shall be deemed to be an offer, and each Confirmation sent by Lessor shall be deemed to be an acceptance of that Offer and form a binding agreement between Lessor and Lessee with respect to the rental of a Vehicle. (Each Confirmation, together with this Master Agreement and any additional terms and conditions for leases of vehicles set forth on the Website as amended from time to time, shall together be referred to as the “Agreement” with respect to each Vehicle.) In the event of a conflict between this Master Agreement, the Confirmation or the Website, the provisions of the Confirmation shall govern. In the event of a conflict between this Master Agreement and the Website, the provisions of the Website shall govern. Any change in the Website shall be effective within 48 hours of posting on the Website.
RENTAL TERM. The initial rental term (as applicable to a particular Vehicle, the “Rental Term”) of each Vehicle rental shall be the term set forth in the applicable Confirmation. Any subsequent Rental Terms will be set forth in a subsequent confirmation generated by Lessor after Lessee has submitted a subsequent Reservation.
FEES AND PAYMENT: (a) Rental. Lessee shall pay Lessor rent in the amounts, and at the times, specified in the applicable Confirmation.
(b) Other fees and charges. Lessee shall pay Lessor, on demand, all other fees and charges that are set forth in the Confirmation, this Master Agreement or the Website including (“including” means “including, without limitation” throughout the Agreement), to the extent not prohibited by law, the following: late return- $18.00/hour (or any portion of an hour), bounced check or rejected card or ACH charge-$50.00, EZ Pass and tolls – the actual EZ Pass or toll charge plus $1.00 for each charge, towing or fine – the actual charge plus $50.00; and other third party costs and related service charges including if Lessee does not comply with Lessor’s vehicle return requirements as specified on the Website, all third party charges (including parking fines, towing and other vehicle recovery costs) plus a $50.00 service charge and charges for cancellation and other matters as provided on the Website. The vehicle must be returned with the gas tank full.
(c) Payment and Authorization. Lessee shall make payment of all rentals, fees and other sums owing to Lessor by credit or debit card or as otherwise indicated in the Confirmation. Lessee hereby irrevocably authorizes Lessor to: (i) charge any credit card, debit card, ACH or other payment method authorized by Lessee for any sums owing by Lessee to Lessor and (ii) put a hold on the card or other payment method for the charges set forth in each Confirmation. Lessee agrees to make all payments owing to Lessor free of any offset or deduction whatsoever. Lessee may only assert claims against Lessor in a separate legal action brought by Lessee as set forth herein and not as an offset or defense against any sums owing by Lessee.
REPRESENTATIONS AND WARRANTIES: Lessee represents and warrants, as of the date of this Master Agreement, at the time of each Reservation and at all times that Lessee is renting a Vehicle, that Lessee: (i) will be the sole driver of each Vehicle; (ii) is leasing each Vehicle solely for commercial purposes as a driver for a New York Taxi and Limousine Commission (“TLC”) licensed “base”; (iii) will operate each Vehicle only within one hundred and fifty (150) miles of New York city in the states of New York, New Jersey, Connecticut or Pennsylvania (“Permitted Driving Area”); (iv) has a valid driver’s license issued by a state in the Permitted Driving Area and a valid driver’s license issued by the New York Taxi and Limousine Commission and has provided true copies of those valid licenses to Lessor; (v) is not now, or by virtue of the Agreement or driving a Vehicle will become, an employee or partner of, or joint venture with, Lessor or any of Lessor’s affiliates and there is no legal requirement that Lessor withhold funds of, or provide any workers compensation insurance or any benefits for, Lessee; (vi) is not the subject of a bankruptcy or insolvency proceeding and is not insolvent; (vii) will thoroughly inspect each Vehicle, and report to Lessor any dents, scratches or other defects by email message with supporting pictures prior to any use of that Vehicle and as otherwise required on the Website; (viii) will immediately notify Lessor by email message if any information that Lessee has provided to Lessor is no longer true; (ix) the credit card or other payment method provided to Lessor is valid, remains in effect, has sufficient available credit to pay all sums owing to Lessor and Lessor’s authorization to charge such sums will not be terminated or suspended so long as Lessee owes any sums to Lessor; (x) is aware that Lessor may have installed video and or tracking device in any Vehicle that Lessor may use to monitor, track, or repossess, the Vehicle and hereby consents to that tracking and to take no action to reduce the effectiveness of any such device; (xi) is aware that Lessor may have installed cameras in any Vehicle that Lessor may use to observe the interior or exterior of the Vehicle and hereby consents to that observation and to take no action to reduce the effectiveness of any such device; and (xii) the name for Lessee set forth below is Lessee’s full legal name.
INSPECTION/CONCLUSIVE PRESUMPTIONS: Lessee will comply with all requirements set forth on the Website regarding inspection of the Vehicle at times including but not limited to at the beginning and end of the Rental Term including without limitation, the requirement that Lessee provide to Lessor a certain number of pictures of the Vehicle at specified times. Unless Lessee shall have advised Lessor otherwise by email with supporting pictures within ten minutes after obtaining access to a Vehicle (but in any event, as to a Vehicle’s exterior, before driving), Lessee shall be conclusively presumed to have fully inspected and acknowledged that such Vehicle is in full compliance with the terms of the Agreement, and in good condition and repair, free of any dents, scratches or other defects and that Lessee is satisfied with, and has accepted such Vehicle, in good condition.
CARE AND OPERATION OF VEHICLE: Lessee shall use and operate each Vehicle in a careful, proper and lawful manner, in compliance with all laws, ordinances, and regulations and the requirements set forth in the Agreement.
REPAIR: Lessee shall be responsible for the cost to repair conditions or damage to a Vehicle while it is rented by, or in the custody of, Lessee, other than normal wear and tear. For the avoidance of doubt, Lessee is responsible for all damage, repair and replacements resulting from negligence, poor driving, or poor judgment. Lessee’s responsibility includes all costs associated with potholes, tire punctures, snow, flooding and other weather conditions. All repairs, and replacements of any parts, of any Vehicles must be arranged and authorized by Lessor and performed at an Approved Facility (set forth on the Website). If Lessee arranges for repairs in violation of this Agreement, Lessee shall also be responsible for the cost of inspecting and/or redoing the repairs. Each Vehicle will remain on rental during repairs and as such payment for rent during such time periods remains the responsibility of Lessee, and the Rental Term shall not be suspended, unless and until a dispensation is granted in writing by Lessor to waive the rental fees for the period of non-performance.
CASUALTY INSURANCE/ACCIDENTS. Lessor has arranged for casualty insurance on each Vehicle, which (unless otherwise set forth in the Confirmation or the Website) will provide for a $1,000 damage payment deductible. For accidents and other physical damage to, or loss of, a Vehicle during a Rental Term or while in Lessee’s control or custody, Lessee is responsible to pay for damage or loss up to that deductible amount. However, Lessee is responsible, without limitation, to pay for all damage to, or loss of, the Vehicle if:
(a) the damage or loss is caused by an unauthorized driver,
(b) is caused by an authorized driver’s: (i) willful and wonton misconduct, (ii) operation of the motor vehicle while intoxicated by alcohol or impaired by the use of drugs legal or illegal, (iii) participation in any organized speed racing competition, or (iv) involved in conduct such as committing a felony or otherwise engaged in a criminal act in which the damage or loss of such Vehicle is caused, directly or by operation of law, related to such criminal activity;
(c) the authorized driver fails to notify Lessor of the accident, or follow other reporting or insurance claim processing procedures, when and as set forth on the Website, including the delivery of the police report within ten  days after the accident;
(d) the damage or loss occurred outside of the Permitted Driving Area, or Lessee fails to obtain, and deliver to Lessee’s insurance company, the police report and all other requirements for submitting and processing an insurance claim within five  days after the accident; or
(e) Lessee is in default of any of its material obligations under the Agreement.
Each Vehicle will remain on rental under the payment responsibility of Lessee, and the Rental Term shall not be suspended, unless and until a dispensation is granted in writing by Lessor to waive the rental fees for the period of non-performance. Lessee will be solely responsible for submitting, and proving all supporting documentation and processing all claims, to the insurance company that involve any injury of any Lessee or any other occupants of a Vehicle.
VIOLATIONS: Lessee is responsible for any tickets, fines, towing and or storage charges, tolls, and violations or the like (collectively “Violations”) attributable to each Vehicle during each applicable Rental Term, whether reported during or after said rental term; and any period after a Rental Term to the extent caused by Lessee’s failure to comply with Lessor’s requirements for returning a Vehicle and any other period when a Vehicle is in Lessee’s control or custody. Lessee will be notified within a reasonable time after Lessor receives notices of Violations applicable to Lessee and Lessee must pay Lessor, or submit to Lessor notice of alternative action, such as scheduling a hearing within seven  days of notification. Any failure to do so may, at Lessor’s option, shall result in Lessee paying the fine and any related penalties and costs, and Lessee will be responsible for paying to Lessor all sums expended as well as a $50 service charge for each Violation. Lessee hereby irrevocably authorizes Lessor to charge any credit card, debit card, ACH or other payment method authorized by Lessee to reimburse Lessor if Lessor incurs any of the foregoing costs.
INDEMNITY: Lessee will indemnify, defend and hold harmless, Lessor and Lessor’s affiliates, and their respective owners, officers, members, managers, employees, agents, consultants, professional advisors and representatives (any or all of the foregoing, “Indemnitees”) from and against, to the fullest extent permitted by law: (a) any and all claims, actions, suits, proceedings, costs, expenses, damages, losses and liabilities, including attorneys’ fees and disbursements, arising out of, in connected with, relating to or resulting from: (i) each Vehicle during, or relating to, the Rental Term, or while or in Lessee’s custody or control Lessee’s, (ii) the Agreement or any transactions in connection with the Agreement, including the selection, delivery, leasing, renting, control, possession, use, operation, condition and return of each Vehicle and all liability for injury, disability and death of workmen, invitees and other persons caused by the operation, use, control, handling, or transportation of each Vehicle; (b) all loss and damage to each Vehicle during any Rental Term or while in Lessee’s care, custody or control; (c) all costs and expenses incurred by Lessor in performing any obligation of Lessee under the Agreement or relating to any Vehicle and (d) Lessor’s assessment or exercise of any right or remedy under the Agreement or otherwise after any default by Lessee, whether or not the default has been formally declared or a lawsuit has been instituted including the cost of repossessing or repairing any Vehicle and collecting any sums owed by Lessee. Each Indemnitee shall be entitled to assume their own defense with counsel of their own choosing at Lessee’s expense.
RISK OF LOSS: Lessor shall not be responsible for loss or damage to (i) the Vehicle or (ii) any property, material, or anything else belonging to Lessee, its agents, employees, suppliers, invitees or anyone directly or indirectly employed by Lessee, during any Rental Term or while any Vehicle is in Lessee’s care, custody or control. Lessee is encouraged to independently obtain appropriate vehicle, material, or installation additional [floater] insurance against such risk of loss. Lessee and its insurers individually and or collectively irrevocably waive all rights of subrogation against Lessor for such losses.
LIABILITY INSURANCE: Lessor shall carry public liability insurance covering each Vehicle and its operation and handling, to extent required by law. The Lessee shall at all times be responsible to maintain in the vehicle evidence of this insurance coverage.
LESSOR’S RIGHT OF INSPECTION: Lessor shall have the right to inspect each Vehicle during the Rental Term at a location and at a time designated by Lessor. Requests for inspection will be given with a minimum of two (2) hours’ notice and Lessee shall promptly comply.
RETURN OF VEHICLE: At the end of each Rental Term, Lessee shall be obligated to return each Vehicle, at Lessee’s expense, to a location designated by Lessor in the Confirmation or the Website. Lessee is responsible for returning each Vehicle in good working order and in the same condition that Lessee received the Vehicle to a lawful 24 hour, free of charge or restriction, parking spot, in accordance with the Confirmation and the Website requirements. Lessee shall not receive a credit for an early return. If the Vehicle requires repairs that cost $350 or more to repair, the Vehicle will not be deemed to be returned and Lessee will be responsible for overdue charges until the repair is properly made by an Approved Facility. Upon request of Lessee and approval by Lessor, an extended term agreement will be drawn up by Lessor with mutually agreed upon lengths and monthly charges
TAXES: Lessee will be responsible for all sales and other taxes in connection with the rental of the Vehicle. These taxes may be set forth in the Confirmation or Website as updated from time to time.
DEFAULT: The occurrence of any of the following shall constitute a default under the Agreement:
failure to make a required payment immediately when due;
failure to return any Vehicle, comply with all requirements relating to the return of the Vehicle, or failure to permit a Vehicle’s inspection by Lessor or its designee, timely when and as required;
any damage to a Vehicle or a Violation that is not resolved and paid to Lessor’s satisfaction upon demand;
any default by Lessee of any other obligation to Lessor under the Agreement (including the Confirmation and the Website as updated from time to time) that is not listed in any other clause of this Section 16,
any misrepresentation made by, or on behalf of, Lessee to Lessor; or
bankruptcy or insolvency of Lessee or Lessee’s general failure to pay debts as they come due.
RIGHTS ON DEFAULT: If Lessee is in default under the Agreement, without notice to or demand on Lessee, Lessor may exercise any right or remedy available at law or under the Agreement in any order and in any combination including the following:
take possession of any Vehicle directly or using agents including by using any tracking or shutoff device that Lessee may have installed in a Vehicle;
collect from Lessee all rent, charges and other sums owing under, or in connection with, the Agreement or any Vehicle including deduct the costs of recovery (including attorney fees and legal costs), repair, investigatory costs, administrative costs, Lessor’s administrative fees and related costs, and hold Lessee responsible for any deficiency; and
collect interest on any overdue sums owing by Lessee to Lessor with interest from the due date at an interest rate equal to the lesser of: (i) one and one-half percent (1.5%) per month or (ii) the highest interest rate permitted by law.
DISCLAIMER OF WARRANTIES: LESSOR, BEING NEITHER THE MANUFACTURER, NOR SUPPLIER, NOR A DEALER IN EACH VEHICLE, MAKES NO WARRANTIES, EXPRESS OR IMPLIED, AS TO ANY MATTER WHATSOEVER, INCLUDING BUT NOT LIMITED TO: ITS SUITABILITY FOR THE INTENDED USE, THE CONDITION OF EACH VEHICLE, ITS MERCHANTABILITY, ITS DESIGN, ITS CAPACITY, ITS PERFORMANCE, ITS MATERIAL, ITS WORKMANSHIP, ITS FITNESS FOR ANY PARTICULAR PURPOSE, OR THAT IT WILL MEET THE REQUIREMENTS OF ANY LAWS, RULES SPECIFICATIONS, OR CONTRACTS WHICH PROVIDE FOR SPECIFIC APPARATUS OR SPECIAL METHODS. LESSOR FURTHER DISCLAIMS ANY LIABILITY WHATSOEVER FOR LOSS, DAMAGE, OR INJURY TO LESSEE OR THIRD PARTIES AS A RESULT OF ANY DEFECTS, LATENT OR OTHERWISE, IN EACH VEHICLE. AS TO LESSOR, LESSEE LEASES EACH VEHICLE “AS IS”. LESSOR SHALL NOT BE LIABLE IN ANY EVENT TO LESSEE FOR ANY LOSS, DELAY, OR DAMAGE OF ANY KIND OR CHARACTER RESULTING FROM DEFECTS IN, OR INEFFICIENCY OF, EACH VEHICLE HEREBY LEASED OR ACCIDENTAL DAMAGE THEREOF.
NOTWITHSTANDING ANY PROVISION IN THE AGREEMENT TO THE CONTRARY, LESSOR SHALL HAVE NO LIABILITY FOR CONSEQUENTIAL, INDIRECT OR PUNITIVE DAMAGES.
RELATIONSHIP OF PARTIES: Lessor and Lessee acknowledge and agree that there does not exist between them the relationship of employer-employee, but that the relationship of the parties is strictly that of lessor-lessee, Lessee being an independent contractor free from interference or control on the part of Lessor in the operation of said vehicle, subject only to adherence to this agreement, applicable statutes and ordinances.
NOTICES: All notices required or permitted under the Agreement shall be deemed delivered when delivered in person, electronically via email, or by mail, postage prepaid, addressed to the appropriate party at the address shown for that party at the beginning of the Agreement.
ASSIGNMENT: Lessee shall not assign or sublet any interest in the Agreement or each Vehicle or permit any Vehicle to be used by anyone other than Lessee, without Lessor’s prior written consent, which may be withheld at Lessor’s absolute discretion. Any assignment or sublet in violation of the Agreement shall be void and of no force and effect.
ENTIRE AGREEMENT & MODIFICATION: This Master Agreement, together each Confirmation and the relevant terms and conditions from the Website, as amended from time to time, constitute the entire understanding between the parties. No modification or amendment of the Agreement shall be effective unless in writing and signed by both parties. The Agreement replaces any and all prior agreements oral or in writing between the parties. The Parties acknowledge that this agreement will require modification to comply with pending legislation and upon the enactment of such legislation, the Parties shall either sign a compliant updated version of this agreement or the Lessee shall return each vehicle to the Lessor and this Master Agreement, together each Confirmation shall immediately terminate in accordance with their terms.
GOVERNING LAW: The Agreement shall be construed in accordance with the laws of the State of New York.
SEVERABILITY: If any portion of the Agreement shall be held invalid or unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable. If a court finds that any provision of the Contract is invalid or unenforceable, but that by limiting such provision, it would become valid and enforceable, then such provision shall be deemed to be written, construed, and enforced as so limited.
WAIVER: The failure of either party to enforce any provision of the Agreement shall not be construed as a waiver or limitation of that party’s right to subsequently enforce and compel strict compliance with every provision of this contract.
JURY WAIVER. Each of the Parties to the Agreement waive any right to request a trial by jury in any proceeding relating to the Agreement, the matters contemplated thereby or any Vehicle.
Each party agrees that the “electronic signatures”, whether digital or encrypted, of the parties included in the Agreement (including any Confirmation) are intended to authenticate such writing and to have the same force and effect as manual signatures. “Electronic signature” means any electronic sound, symbol, or process attached to or logically associated with a record and executed and adopted by a party with the intent to sign such record, including facsimile or email electronic signatures.
LESSEE IS INDICATING LESSEE’S INTENT TO SIGN AND CONSENT TO THE TERMS OF THIS MASTER AGREEMENT BY CHECKING THE FOLLOWING BOX:
LESSEE HEREBY AGREES TO THIS MASTER AGREEMENT
Lessee agrees that the “electronic signatures”, whether digital or encrypted, of the parties included in this Confirmation are intended to authenticate such writing and to have the same force and effect as manual signatures. “Electronic signature” means any electronic sound, symbol, or process attached to or logically associated with a record and executed and adopted by a party with the intent to sign such record, including facsimile or email electronic signatures.
By checking the box below Lessee is signing, and adopting as his/her legal obligation, this Confirmation.
LESSEE HEREBY AGREES TO THIS CONFIRMATION