FlexClub TERMS OF SERVICE
Last Updated: 21 November 2019
Please carefully read all of the following terms and conditions of these Terms of Service. These Terms of Service create a binding legal agreement (the "Agreement") between you and FlexiiDrive B.V., a private limited liability company established in The Netherlands, having its offices at Vijzelstraat 68, Amsterdam, 1019 HL The Netherlands, registered at the Amsterdam Chamber of Commerce under number 69954283 ("FlexClub"). This Agreement governs your use of the FlexClub digital vehicle rental marketplace and platform, any associated services provided by FlexClub, and the FlexClub website (collectively, the "Services"). This Agreement also refers to certain FlexClub Affiliates that may be operating in the city or metro area in which you are eligible to use the Services ("Territory"). A FlexClub Affiliate includes any entity that directly or indirectly, controls, is under the control of, or is under common control with FlexClub, where control means having more than 50% of the voting stock or other ownership interests, the majority of the voting rights of such entity, the ability of such entity to ensure that such activities and business of that Affiliate are conducted in accordance with the wishes of that entity or the right to receive the majority of the income of that Affiliate on any distribution by it of all of its income or the majority of its assets on a winding up.
Please note the following important items as you review this Agreement:
- You must meet certain eligibility requirements to use the Services. Those are set out in Section 2. If you cannot meet these eligibility requirements, your registration to use the Services will be rejected, and you will not be able to provide or rent vehicles using the FlexClub Services.
- Section 12 of this Agreement contains a binding arbitration clause that affects your rights for resolving disputes with FlexClub. You will not be able to bring suit in court if you have a dispute with FlexClub.
- If you rent a vehicle through the FlexClub Services, you will owe a weekly rental payment, which will be deducted from any earnings you make through an approved Lead Generation Platform. Please see Section 6 for more details.
Nothing contained in this Agreement should be regarded as an offer, and FlexClub has complete discretion to accept or reject your registration to use the Services.
Scope of FlexClub Service
- Overview. FlexClub provides an online marketplace that connects individuals or companies that are in the business of renting vehicles ("Owners") and independent and authorized drivers providing passenger transportation or other services to third party users of approved Lead Generation Platforms ("Renters"). A Lead Generation Platform is any independent company (not affiliated with FlexClub) that provides a digital technology platform that enables Renters to provide transportation or other services in their Territory. This includes ride-sharing platforms. You may register to use the Services as either a Renter or an Owner.
- FlexClub's Role and Services. You acknowledge and agree that FlexClub is a technology and vehicle management services provider that does not buy, rent, lease or sublease vehicles, or function as a transportation carrier or an agent for the transportation of passengers. When Renters rent a specific vehicle from an Owner, they are entering into a contract directly with each other, which will require the execution of a Rental Agreement. FlexClub is not and does not become a party to any contractual relationship between Renters and Owners. FlexClub shall act as a fully authorized agent on behalf of Owners with respect to all vehicle rental management services, including verification of vehicle and Renter eligibility, maintenance of vehicles and payment processing, as detailed in this Agreement. FlexClub does not, and will not be deemed to, direct or control Renters or Owners generally or in their performance under this Agreement specifically, including in connection with their use of the Services, the operation of their businesses, the provision of transportation or other services, or the operation and maintenance of any vehicle. If you are an Owner, you have complete discretion to operate your independent rental business, including the ability to use a different online marketplace at any time. Owners also retain the sole right to determine when and for how long their rented vehicle will use a particular approved Lead Generation Platform.
- Your Responsibilities. You acknowledge and agree that: (a) you are solely responsible for determining the most effective and cost-effective manner to enter into a rental relationship; (b) except for the Services, you will provide all necessary devices, data plans, and other materials, at your own expense, necessary to use and benefit from any Lead Generation Platforms; and (c) if you are a Renter, you are solely responsible for fuel costs for any vehicle you rent, as well as for the full, final and timely settlement of any fines, penalties, citations or tolls incurred by an Owner, FlexClub or other party as a result of your use of any vehicle you rent (and you also irrevocably appoint and authorize FlexClub as your agent to settle any such fines, penalties, citations or tolls on your behalf). FlexClub is not responsible for the acquisition, cost or maintenance of any devices, subscriptions and/or services required in order for the Renter to provide transportation or other services via Lead Generation Platforms. Neither FlexClub nor any Owner in any way guarantees the financial performance of any Renter in their provision of transportation or other services.
- Third Party Services and Links. The Services may contain links to third party content and integrations with third party platforms, including Lead Generation Platforms. FlexClub does not accept responsibility for any loss or damage that may arise from your use of such third party content and integrations. Please use such content and integrations at your own risk.
Eligibility and Account Registration
By using the Services, you affirm that you: (a) are an individual 18 years of age or over or a duly organized, validly existing business, organization or other legal entity in good standing under the laws of the country you are established; (b) are able to enter into legally binding contracts; (c) have not previously been terminated, removed, or suspended from the Services; and (d) have not previously entered into, and during the term will not enter into, any agreement that would prevent you from complying with this Agreement.
- Owners. To be eligible to use the Services as an Owner, any vehicles you plan to list of the FlexClub platform must at all times be: (a) your legal property; b) properly registered and licensed to operate as a passenger transportation vehicle in the Territory; (c) suitable for performing the passenger transportation or other services as required by the relevant Lead Generation Platform(s); (d) in safe, roadworthy and good operating condition; and (e) in a clean and sanitary condition (such an eligible vehicle made available for rent on the Services, a "Rental Vehicle"). You may only use the FlexClub Services in connection with vehicles that you own or otherwise have all the necessary rights and permissions to rent out. As an Owner, you must also, at all times, hold and maintain all licenses permits, approvals and authority that are necessary to use your vehicle to provide passenger transportation or other services to third parties in the Territory. You hereby represent and warrant that you will comply with all applicable laws in your performance of this Agreement, including holding and complying with all permits, licenses, registrations and other governmental authorizations necessary to provide (i) transportation or other services using the Renter and Rental Vehicle pursuant to this Agreement, and (ii) passenger transportation or other services to third parties in the Territory generally.
- FlexClub Verification of Owners. You acknowledge and agree that FlexClub shall take reasonable measures and exercise complete discretion to ensure that each Rental Vehicle remains at all times compliant with the requirements set forth in this Section, which shall include maintaining at all times valid certifications for each Rental Vehicle including, where applicable, in accordance with the terms of any relevant license.
- Renters. To be eligible to use the Services as a Renter, you must at all times: (a) hold and maintain (i) a valid driver’s license with the appropriate level of certification to operate the Rental Vehicle, and (ii) all licenses, permits, approvals and authority that are necessary to provide passenger transportation or other services to third parties in the Territory (such as a current Lead Generation Platform account); (b) possess the appropriate and current level of training, expertise and experience to provide transportation or other services in a professional manner with due skill, care and diligence; and (c) maintain high standards of professionalism, service and courtesy in your provision of transportation or other services. You hereby represent and warrant that you will comply with all applicable laws in your performance of this Agreement, including holding and complying with all permits, licenses, registrations and other governmental authorizations necessary to provide (i) transportation or other services using the Rental Vehicle pursuant to this Agreement, and (ii) passenger transportation or other services to third parties in the Territory generally.
- FlexClub Verification of Renters. You acknowledge and agree that FlexClub shall take reasonable measures and exercise complete discretion to ensure that each Renter shall at all times comply with its obligations pursuant to this Section.
- Documentation. To ensure the Owner and Renter’s compliance with all requirements set forth above, and to allow FlexClub to comply with any regulatory requirements, the Owner must provide FlexClub with written copies of any relevant licenses, permits, approvals, authority, registrations and certifications (collectively, "Documentation") prior to the rental of any Rental Vehicle to Renter, and throughout the rental, as that Documentation is renewed. Failure to provide or maintain such Documentation shall constitute a material breach of this Agreement. As an Owner or a Renter, you consent to FlexClub’s review and verification of any Documentation provided.
- Owner Account Registration. When you register for the Services, you will be asked to create a user profile by providing your name, a valid and current email address, your mobile number, and a password. In order to complete your registration, you will also need to provide FlexClub information regarding the vehicle(s) you are offering for rental, including: (a) the make, model, registration number, and VIN number for your vehicle(s); (b) documentation confirming your legal ownership of the vehicle(s) or your legal right to rent the vehicle(s) through the FlexClub platform; and (c) documentation confirming that any vehicle(s) you plan to list on the platform are properly registered and licensed to operate as a passenger transportation vehicle in the Territory. FlexClub will verify this information, as well as your vehicle’s eligibility to operate in connection with the approved Lead Generation Platforms and the condition of your Vehicle, and may reject your registration if any of the conditions in Section 2.1.1 above are not met, or for any other reason, in its sole discretion.
- Renter Account Registration. When you register for the Services, you will first be asked to select a vehicle category to start your registration. You may be asked to create a user profile using your Lead Generation Platform account credentials, or you may be asked to create a user profile by providing your name, a valid and current email address, your mobile number, and a password. In either case, you will need to link your Lead Generation Platform account to your FlexClub account in order to use the Services. In order to complete your registration, you will need to provide FlexClub information regarding your eligibility to drive the requested Rental Vehicle on the relevant Lead Generation Platform, including a valid driver’s license. You will also need to come in to a FlexClub location for an interview to complete the registration process, which may involve additional discussion of your driving experience and record. FlexClub will verify any information provided, and may reject your registration if any of the conditions in Section 2.1.3 above are not met, or for any other reason, in its sole discretion. If your registration is accepted, you will be sent a link to request a specific Rental Vehicle to rent.
- Credentials. You agree to maintain the email and password associated with your user profile in confidence, and that you will not share these credentials with any third party. You will immediately notify FlexClub of any actual or suspected breach or improper use or disclosure of your credentials.
- Eligibility. By using the Services, you affirm that you: (a) are an individual 18 years of age or over or a duly organized, validly existing business, organization or other legal entity in good standing under the laws of the country you are established; (b) are able to enter into legally binding contracts; (c) have not previously been terminated, removed, or suspended from the Services; and (d) have not previously entered into, and during the term will not enter into, any agreement that would prevent you from complying with this Agreement.
Use of FlexClub Services
- License Grant. Subject to the terms and conditions of this Agreement, FlexClub hereby grants you a non-exclusive, royalty-free, non-transferrable, non-sublicensable, non-assignable license, during the term of this Agreement, to use the FlexClub Services solely for the purpose of obtaining vehicle rental marketplace and vehicle rental management and payment processing services as an Owner or Renter. All rights not expressly granted to you in this Agreement are reserved by FlexClub and its respective licensors.
- Restrictions. You shall not, and shall not allow any other party to: (a) license, sublicense, sell, resell, transfer, assign, distribute or otherwise provide or make available to any other party the Services in any way; (b) modify or make derivative works based upon the Services; (c) improperly use the Services, including creating internet "links" to any part of the Services or website, "framing" or "mirroring" any part of the Services on any other websites or systems, or "scraping" or otherwise improperly obtaining data from the FlexClub Services; (d) reverse engineer, decompile, modify, or disassemble the FlexClub Services, except as allowed under applicable law; or (e) send spam or otherwise duplicative or unsolicited messages. In addition, you shall not, and shall not allow any other party to, access or use the Services to: (i) design or develop a competitive or substantially similar product or service, (ii) copy or extract any features, functionality, or content thereof; (iii) launch or cause to be launched on or in connection with the Services an automated program or script, including web spiders, crawlers, robots, indexers, bots, viruses or worms, or any program which may multiple server requests per second, or unduly burden or hinder the operation and/or performance of the Services or any related systems or networks, all except to the extent such actions must be allowed under Dutch law.
- Your Obligations. You shall always use the Services in compliance with the terms of this Agreement and any other policies and standards incorporated herein. You warrant that your use of the Services will always comply with applicable laws and shall not infringe the rights of any other person.
Terms Specific to Rental Management Services
- Rental Price and Service Fees.
- Rental Price. Owners are entitled to charge a weekly rental rate for the use of the Rental Vehicle ("Rental Price"), where such weekly rental rate may be based on a recommended rate calculated by FlexClub based on the best available data on commercially reasonable rates in your Territory but may not exceed a maximum of ZAR 2,500 (two thousand five hundred Rand) per week ("Recommended Rental Price"). The parties acknowledge and agree that as between the Owner and FlexClub, the Recommended Rental Price is a recommended amount, and its primary purpose is to act as the default amount in the event the Owner does not negotiate a different amount. The Owner shall always have the right to set a Rental Price that is more or less than the pre- arranged Rental Price, though you understand and acknowledge that setting a higher Rental Price may lead to FlexClub giving your Rental Vehicle lower priority in any Rental Vehicle listings.
- Change to Recommended Rental Price. FlexClub reserves the right to change the Recommended Rental Price at any time in FlexClub’s discretion based upon local market factors, and FlexClub will provide notice to the Owner in the event of such change. Continued use of the Services after any such change in the Recommended Rental Price shall constitute the Owner’s consent to such change.
- Service Fee. In consideration of FlexClub’s provision of the FlexClub Services, Owners agree to pay FlexClub a service fee calculated as a percentage of the full Rental Price charged for each Rental Vehicle under FlexClub’s management ("Service Fee"). Unless regulations applicable to the Owner’s Territory require otherwise, applicable taxes will be calculated and charged on the Rental Price, and FlexClub shall calculate the Service Fee based on Rental Price inclusive of such taxes. FlexClub reserves the right to change the Service Fee at any time in FlexClub’s discretion based upon services offered and local market factors, and FlexClub will provide notice to the Owner in the event of such change. Continued use of the FlexClub Services after receipt of such notice shall constitute the Owner’s consent to such change.
- No Additional Amounts. If you are an Owner, you acknowledge and agree that, for the mutual benefit of the parties, through advertising and marketing, FlexClub may seek to attract new Renters and users to FlexClub and to increase existing Renters’ and users’ use of FlexClub’s Services and technologies. You further acknowledge and agree that such advertising or marketing does not entitle you to any additional monetary amounts beyond the amounts expressly set forth in this Agreement.
- Insurance and Protection. During the Rental Period (defined below), the Owner will provide certain comprehensive insurance and collision protection for the Rental Vehicle, as well as liability insurance for bodily injury and property damage arising from use of the Rental Vehicle in line with the insurance guidelines of the applicable Lead Generation Platform. Such insurance shall include an excess payment equal to the Deposit amount (defined in Section 5.2) for which the Renter is liable in the event of a claim. If an accident or incident occurs during the Rental Period which gives rise to an insurance claim, then the Renter shall be liable for the full excess payment specified in the Owner’s insurance policy, with any amounts recovered from third parties to be refunded to the Renter.
- FlexClub Insurance Services. If you are an Owner, you hereby appoint FlexClub as your attorney-in-fact with respect to the insurance policy procured pursuant to Section 4.2.1 solely for the purpose of filing claims, receiving payment and otherwise administering that policy. You agree to provide FlexClub with information regarding your policy’s coverage as may be requested from time to time. You must inform FlexClub promptly in the event information previously provided changes.
- Rental Price and Service Fees.
Terms Specific to Rental of Vehicles
- Commencement of Rental. To rent a Rental Vehicle, the Renter and the Owner will jointly be required to complete a Rental Agreement. Handover of a used Rental Vehicle will occur at a FlexClub location. (Handover can occur at an alternative location, which may incur additional charges for the Owner.) At the time of handover, FlexClub personnel will inspect and document the condition of the Rental Vehicle. The rental will start on the date that the Rental Agreement is signed by both the Renter and the Owner. The time from the start of the rental to termination of the rental is the "Rental Period."
- Deposit. Renters must provide a one-time deposit amount (the "Deposit") to FlexClub, to be held on the Owner’s behalf until termination of the rental. The Deposit amount will be determined by FlexClub or the Owner in their sole discretion. The Renter will not be permitted to take possession of the Rental Vehicle until the Deposit is paid.
- Rental Price. Renters and Owners will negotiate a weekly payment for use of the Rental Vehicle (the "Rental Price"). If you are a Renter, you will be responsible for covering the Rental Price each week, which will be deducted from your Lead Generation Platform earnings as detailed in Section 6. You are responsible for providing the balance of the weekly Rental Price if your Lead Generation Platform earnings do not cover the full amount.
- Vehicle Return. At the end of the Rental Period, the Rental Vehicle must be returned to a FlexClub location. (See Section 7 for more details regarding termination of rentals.) FlexClub personnel will inspect the Rental Vehicle and document the condition of the Rental Vehicle. The Renter will be liable for any damage to the Rental Vehicle that occurs during the Rental Period, as recorded by FlexClub during this inspection.
- Vehicle Inspections and Maintenance. Renters may be required to deliver the Rental Vehicle for regular inspection to a FlexClub-approved location every two weeks from the start of the rentals. FlexClub reserves the right to call the Rental Vehicle in for inspection at any time and at any reasonable location by giving three (3) days’ notice to the Renter. FlexClub shall manage any maintenance needs that arise during the Rental Period, and will collect a fee from Owners that will go into a fund to cover the costs of any such maintenance (the "Maintenance Fee").
- Option to Buy.
All Renters will have the option to buy their Rental Vehicle at the end of the Rental Period, provided that the Rental Period has lasted for at least six (6) months, and subject to the terms and conditions set out in a Purchase Agreement entered into between the Renter and the Owner.
- Purchase Price. The purchase price will be detailed in the Rental Agreement, and will be subject to monthly depreciation and adjustments for vehicle idle time.
- Termination of Option to Buy. If you are an Owner and choose to terminate this Agreement or a rental, your Renter will still have the option to buy the Rental Vehicle if the Rental Period has lasted for at least six (6) months as of the date of termination. If you are a Renter and choose to terminate this Agreement or a rental, you will lose your option to buy. If you are a Renter and FlexClub terminates this Agreement or your rental, you will lose your option to buy. For further details on termination, see Section 7. If you are an Owner and would like to terminate the option to buy for a particular Rental Vehicle (whether or not you plan to terminate the rental), you must provide at least sixty (60) days’ notice to FlexClub and the Renter.
- Use of the Rental Vehicle. As a Renter, you acknowledge that the Rental Vehicle may not be transferred, loaned, sold or otherwise provided in any manner to any other party. You agree to keep the Rental Vehicle free and clear of liens, and to store it in a safe place when not in use. You may use the Rental Vehicle as a personal vehicle, as long as a minimum of 50% of the total kilometers traveled in the Rental Vehicle during the Rental Period are in the provision of transportation or other services. You are required to wear seatbelts during the operation of the Rental Vehicle and to require that all of your passengers wear seatbelts as well. You are also required to meet any laws or regulations concerning car seats and other protections for young passengers. You must exercise reasonable care in your use of the Rental Vehicle, and comply with all FlexClub policies relating to the use of Rental Vehicles. You are solely liable for any fines, penalties, citations or tolls incurred by you, the relevant Owner, FlexClub or other party as a result of your use of the Rental Vehicle. You are responsible for returning the Rental Vehicle in good working order (reasonable wear and tear accepted) at the end of the Rental Period. If you have any concerns about your planned use of the Rental Vehicle, please contact FlexClub customer service at Support@flex.club.
- Coordination with FlexClub. If you are a Renter, you shall coordinate and work closely with FlexClub to ensure that: (a) you maintain at all times valid certificates and other legal documents required for your Rental Vehicle, including any relevant licenses; and (b) the Rental Vehicle is maintained at all times in a safe and roadworthy condition.
- Incident Reporting. If you are a Renter, you must immediately report any incident or damage involving the Rental Vehicle you are using to Emergency@flex.club and, if there has been an accident, to the local authorities as well. You will need to use all reasonable efforts to secure evidence from any available witnesses and to provide FlexClub with a written description of the incident and any other information the Owner and or FlexClub may request, including identity, contact details and insurance information of any parties involved in the incident. You are also required to cooperate in any loss investigation conducted by FlexClub, the Owner’s claims administrators, or insurers. After an incident, you may not continue to use the Rental Vehicle unless you have the explicit permission of FlexClub. Failure to timely report an incident may reduce or invalidate the comprehensive insurance provided by the Owner of the Rental Vehicle.
- Payments to Owners.
- Payments and Fees. Each Owner: (i) appoints FlexClub as their limited payment collection agent solely for the purpose of accepting the Rental Price from the Renter, on their behalf, via the payment processing functionality facilitated by the FlexClub Services; and (ii) agrees that payment made by Renter to FlexClub shall be considered the same as payment made directly to the Owner by the Renter. More details regarding payments are available in Section 6. If you are an Owner, FlexClub agrees to remit your Rental Earnings on at least a monthly basis (the "Payment Period"). Your Rental Earnings will comprise the Rental Price paid by your Renter(s) less: (a) the Service Fee, (b) the Maintenance Fee, (c) the initial and ongoing costs of the tracking device installed in your Rental Vehicle(s), and (d) depending on the Territory, certain required taxes and ancillary fees.
- Fees and Costs. If you are an Owner and the amounts actually paid by your Renter(s) in a given Payment Period do not cover the Maintenance Fee and/or the costs of the tracking device, you will owe FlexClub the balance of those charges.
- Bank Details and Authorization. If you are an Owner, you will be required to provide bank details for the account you would like the funds to be paid into and to use to cover any shortfalls. You will be provided a link to the location to enter your bank details. You hereby authorize FlexClub to make deposits in the account you provide.
- Payments from Renters.
- Payments. Renters are responsible for paying all fees when they come due in connection with their use of the Services. Any payments due as part of your use of the Services as a Renter, including the Rental Price, will be deducted from your Lead Generation Platform earnings.
- Authorization. If you are a Renter, you authorize FlexClub to deduct the Rental Price from any earnings in your Lead Generation Platform account on a weekly basis. You also authorize FlexClub to deduct any amounts owed, including your Deposit, any fines and penalties (including for parking, traffic, and other violations), insurance excesses, deductibles and damages, and any other company fees or other disbursements that may be identified from time to time. You also authorize the company to deduct amounts from your Lead Generation Platform earnings to top up your Deposit amount to the extent the Deposit has been used to cover any costs for which you were liable. You agree to complete a Payment Authorization Form once your registration is accepted that will allow FlexClub to make the above deductions from your Lead Generation Platform earnings. You represent and warrant that you have the right to make the authorization described in this Section.
- Receipts. FlexClub provides a system for the delivery of receipts to Renters for the Rental Price on behalf of Owners for payment of the Rental Price and other charges. Any correction to a receipt must be submitted to FlexClub in writing within [three (3) business days] after receipt of such receipt. Absent such a notice, FlexClub shall not be liable for any mistakes in or corrections to the receipt or for the recalculation or disbursement of the Rental Price or other charges.
- Taxes. You acknowledge and agree that you are responsible for taxes on you own income arising from any rental and/or the provision of transportation or other services. If you are an Owner, you acknowledge and agree that you are required to complete all tax registration obligations and calculate and remit all tax liabilities related to the provision of any Rental Vehicle(s) for rental as required by the applicable law. If you are a Renter or Owner, you must provide FlexClub with all relevant tax information upon request (including a valid VAT number belonging to you if obtaining a VAT number is required by applicable law). Notwithstanding anything to the contrary in the Agreement, FlexClub may in its reasonable discretion based on the applicable tax and regulatory considerations, collect and remit taxes resulting from your business activities and/or provide any of the relevant tax information you provide directly to the applicable governmental tax authorities on the your behalf or otherwise.
- Payments to Owners.
Term and Termination
- Term. This Agreement shall commence on the date that you execute it (by selecting "I agree" at the end of this Agreement) and shall continue until terminated as set forth herein.
- Termination of Agreement.
- By Either Party. Either you or FlexClub may terminate this Agreement: (a) without cause at any time upon fourteen (14) days prior notice to the other party; (b) immediately, without notice, for the other party’s material breach of this Agreement; or (c) immediately, without notice, in the event of the insolvency or bankruptcy of the other party, or upon the other party’s filing or submission of request for suspension of payment (or similar action or event) against the terminating party. If this Agreement is terminated pursuant this provision, your user profile will be deactivated and any outstanding rentals will be terminated.
- By FlexClub. FlexClub may terminate this Agreement or deactivate you immediately, without notice, if you: (a) violate this Agreement; (b) no longer qualify, under applicable law or the standards and policies of FlexClub, to provide transportation or other services with an approved Lead Generation Platform or to operate the Vehicle, or as otherwise set forth in this Agreement; (c) disparage FlexClub or its Affiliate(s); (d) commit an act or omission that causes harm to FlexClub’s or its Affiliate(s)’ brand, reputation or business as determined by FlexClub in its sole discretion. FlexClub may also terminate this Agreement or deactivate you immediately, without notice, for any other reason at the sole and reasonable discretion of FlexClub. If this Agreement is terminated pursuant this provision, your user profile will be deactivated and any outstanding rentals will be terminated.
- Termination of Rentals.
- Termination by FlexClub. FlexClub may terminate a rental on behalf of an Owner in the event that it has any concern about your use of a Rental Vehicle. FlexClub will provide at least two weeks’ notice of termination.
- Notice Period. As an Owner or a Renter, you may end your rental with at least two weeks’ notice. Notice must be given in writing to your rental counterparty (e-mail is permitted).
- Termination Penalties. If you terminate your rental without notice (or with less than two weeks’ notice), you will be liable for a cancellation penalty:
a) If you are an Owner: The Deposit amount required as part of the rental deal. This sum will be deducted by FlexClub from accrued rental payments owed to you as Owner at the time of termination. It will be paid by FlexClub to the Renter.
b) If you are a Renter: Two weeks’ Rental Price. If the initial Deposit paid is insufficient to cover the cancellation penalty, any shortfall recovered from future Lead Generation Platform earnings by FlexClub will be paid to the Owner.
You will not be liable for a cancellation penalty if you terminate this Agreement for material breach or insolvency or bankruptcy on the part of FlexClub, thereby terminating your rental.
You will not be liable for a cancellation penalty if you are party to a rental that is terminated by FlexClub pursuant to Section 7.2 above and you were not the terminated party. If you were the terminated party pursuant to Section 7.2, you will be liable for the relevant cancellation penalty.
- Termination for Payment Default. If you are a Renter and unable to cover your Rental Price in any given week, FlexClub will give you and the Owner notice of the shortfall. From that date, you will have two weeks to make up the shortfall (the "Notice Period"). If you are unable to do so, the rental will terminate at the end of the Notice Period.
- Inoperable Vehicle. If the Rental Vehicle becomes inoperable during the Rental Period and cannot be fixed or replaced within two (2) days, or a reasonable time frame agreed upon by the Owner and Renter, the rental will terminate. The Renter will not be charged for the remainder of the Rental Period following the termination, and will discontinue use of the Vehicle. No cancellation penalty will be assessed.
- Force Majeure. If a Force Majeure (defined in Section 17) continues for more than sixty (60) days, the affected rental counterparty may terminate the rental. No cancellation penalty will be assessed. The terminating party will not be entitled to claim damages as a result of the other party’s delay or failure to comply with any obligations due to the Force Majeure.
- Deposit Refund. The Renter’s Deposit will be refunded within 15 days after the rental has been terminated, or it can be carried over to a subsequent rental from the same Owner if agreed between the Owner and Renter.
- Effect of Termination. Upon termination of the Agreement, you shall immediately cease all use of the Services. If you are a Renter and (1) this Agreement has been terminated with respect to you or your rental counterparty (thereby terminating your rental) and/or (2) your rental has been terminated, you must return the Rental Vehicle to a FlexClub location as soon as possible (and no later than 24 hours after receiving notice of termination of this Agreement and/or your rental). Outstanding payment obligations and Sections 1, 3, 4, 6.4, 7.4, 8.2, 9, 10, 13, 14, 15, 16, and 17 shall survive the termination of this Agreement.
- Ownership. The Services and FlexClub Data, including all intellectual property rights therein, are and shall remain the property of FlexClub or its respective licensors.
- No Rights. Neither this Agreement nor your use of the Services or FlexClub Data conveys or grants to you any rights: (a) in or related to the Services or FlexClub Data, except for the limited license granted in Section 3; or (b) to use or reference in any manner FlexClub’s or its licensors’ company names, logos, product and service names, trademarks, service marks or other indicia of ownership.
- FlexClub Marks and Names. Additionally, you acknowledge FlexClub’s rights in its FLEXCLUB family of trademarks and names, including FLEXIIDRIVE, and FLEXCLUB, alone and in combination with other letters, punctuation, words, symbols and/or designs, the FlexClub Logo ("FlexClub Marks and Names"). You agree that you will not try to register or otherwise claim ownership in any of the FLEXIIDRIVE or FLEXCLUB Marks and Names, alone or in combination with other letters, punctuation, words, symbols and/or designs, or in any confusingly similar mark or name.
- Confidential Information. You and FlexClub both acknowledge and agree that in the performance of this Agreement each may have access to or may be exposed to, directly or indirectly, confidential information of the other party ("Confidential Information"). If you are a Renter, you acknowledge and agree that in the performance of this Agreement, you may have access to or may be exposed to, directly or indirectly, confidential information of Owner(s); and if you are an Owner, that of Renter(s). Confidential Information includes FlexClub Data, user profile information, Third Party Information, and other marketing and business plans, business, financial, technical, operational and such other non-public information of FlexClub or any Owner or Renter (whether disclosed in writing or verbally) that such party designates as being proprietary or confidential or of which the receiving party should reasonably know that it should be treated as confidential.
- Restrictions. You and FlexClub each acknowledge and agree that: (a) all Confidential Information shall remain the exclusive property of the disclosing party (whether it be FlexClub, Owners, or Renters); (b) no party shall use the Confidential Information of FlexClub, Owners, or Renters for any purpose except in furtherance of this Agreement; (c) no party shall disclose the Confidential Information of FlexClub, Owners, or Renters to any third party, except to its employees, officers, contractors, agents and service providers ("Permitted Persons") as necessary to perform under this Agreement, provided Permitted Persons are bound in writing to obligations of confidentiality and non-use of Confidential Information no less protective than the terms hereof; and (d) each party shall return or destroy all Confidential Information of the disclosing party (whether it be of FlexClub, Owners, or Renters) upon the termination of this Agreement or at the request of the disclosing party (subject to applicable law and, with respect to FlexClub, its internal record-keeping requirements).
- Data Security. You and FlexClub shall undertake all reasonable security measures, digital or otherwise, to protect the Confidential Information supplied to them and control access to it. As an Owner or Renter, if you learn of a breach in your systems or other unauthorized leak of Confidential Information, you must immediately notify FlexClub (no later than 24 hours after you learn of the incident), and provide the following information: (a) the Confidential Information that was breached, leaked, or otherwise compromised; (b) when the incident occurred; and (c) any other information requested by FlexClub to assist in remedial efforts.
- Excluded Items. Notwithstanding the foregoing, Confidential Information shall not include any information to the extent it: (a) is or becomes part of the public domain through no act or omission on the part of the receiving party; (b) was possessed by the receiving party prior to the date of this Agreement without an obligation of confidentiality; (c) is disclosed to the receiving party by a third party having no obligation of confidentiality with respect thereto; or (d) is required to be disclosed pursuant to law, court order, subpoena or governmental authority, provided the receiving party notifies the disclosing party thereof and provides the disclosing party a reasonable opportunity to contest or limit such required disclosure.
Amendment of the Agreement
- Amendments to Terms. FlexClub reserves the right to modify this Agreement at any time. Please check this Agreement periodically so that you are aware of any changes. We will notify you by e-mail to the address provided in your user profile and by posting a notice on the FlexClub website or platform of any changes to this Agreement that materially modify your rights or obligations ("Material Modifications"). Any Material Modifications will be effective upon your acceptance of the modified terms, or upon your continued use of the Services after we send or post a notice of the changes, whichever is earlier. Changes to this Agreement that do not materially modify your rights or obligations will be effective immediately upon publication, and continued use of the Services after any such changes shall constitute your consent to such changes. However, any disputes arising under this Agreement will be resolved pursuant to the version of this Agreement in effect at the time the dispute arose.
- Linked Documents. FlexClub reserves the right to modify any information referenced at hyperlinks from this Agreement ("Linked Documents") from time to time. Such changes will be effective immediately upon publication.
- Termination. If you do not agree with any amendment made to this Agreement or any Linked Documents, you must cancel your registration and stop accessing the FlexClub website or using the Services. In the event that you do not agree with an amendment, any outstanding rental you have through FlexClub will be terminated.
Governing Law; Dispute Resolution
- Types of Disputes. This Section 12 applies to: (a) any legal or equitable claim, dispute, action or proceeding arising from or related to your use of the Services or this Agreement ("FlexClub Dispute"); and (b) any legal or equitable claim, dispute, action or proceeding between an Owner and a Renter arising from or related to or regarding a specific rental ("Rental Dispute"). Together, these will be referred to as "Disputes."
- Governing Law. Except as otherwise set forth in this Agreement, this Agreement shall be exclusively governed by and construed in accordance with the laws of The Netherlands, excluding its rules on conflicts of laws. The Vienna Convention on the International Sale of Goods of 1980 (CISG) shall not apply.
- Notice of Dispute. In the event of a Dispute, the complaining party must give the other a written statement that sets forth the name, address, and contact information of the party giving it, the facts giving rise to the Dispute, and a proposed solution, including any relief sought ("Notice of Dispute"). This can be sent via e-mail to the e-mail address of the other party. Any Notice of Dispute must be received by the relevant party within one (1) year of the first occurrence of the events giving rise to the Dispute. If a Notice of Dispute is not received within one (1) year, the Dispute is barred.
- Mediation. Any Dispute shall be first mandatorily submitted to mediation proceedings under the international Chamber of Commerce Mediation Rules ("ICC Mediation Rules").
- Initiation of Arbitration. If such Dispute has not been settled within sixty (60) days after a Request for Mediation has been submitted under such ICC Mediation Rules, such Dispute can be referred to and shall in that case be exclusively and finally resolved by arbitration under the Rules of Arbitration of the International Chamber of Commerce ("ICC Arbitration Rules"). The ICC Rules’ Emergency Arbitrator provisions are excluded.
- Details. The Dispute shall be resolved by one (1) arbitrator to be appointed in accordance with the ICC Rules. The place of arbitration shall be Amsterdam, The Netherlands. The language of the arbitration shall be English.
- Confidentiality. The existence and content of the mediation and arbitration proceedings, including documents and briefs submitted by the parties, correspondence from and to the ICC, correspondence from the mediator, and correspondence, orders and awards issued by the sole arbitrator, shall remain strictly confidential and shall not be disclosed to any third party without the express written consent from the other party unless (i) the disclosure to the third party is reasonably required in the context of conducting the mediation or arbitration proceedings, and (ii) the third party agrees unconditionally in writing to be bound by the confidentiality obligation stipulated herein.
- Option for Rental Disputes. For Rental Disputes, the parties are not required to initiate arbitration if mediation is unsuccessful. At the Owner’s election, the parties to a Rental Dispute may choose either arbitration or litigation. FlexClub Disputes, however, will always be resolved via arbitration if mediation is unsuccessful.
- Generally. YOU SHALL INDEMNIFY, DEFEND (AT FLEXCLUB’S OPTION) AND HOLD HARMLESS FLEXCLUB AND ITS AFFILIATES AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUCCESSORS AND ASSIGNS FROM AND AGAINST ANY AND ALL LIABILITIES, EXPENSES (INCLUDING LEGAL FEES), DAMAGES, PENALTIES, FINES, STATUTORY CONTRIBUTIONS AND TAXES ARISING OUT OF OR RELATED TO: (a) YOUR BREACH OF YOUR REPRESENTATIONS, WARRANTIES OR OBLIGATIONS UNDER THIS AGREEMENT; OR (b) A CLAIM BY A THIRD PARTY USERS (INCLUDING REGULATORS AND GOVERNMENTAL AUTHORITIES) DIRECTLY OR INDIRECTLY RELATED TO YOUR PROVISION OF TRANSPORTATION OR OTHER SERVICES OR USE OF THE SERVICES.
- Renters. IF YOU ARE A RENTER, YOU SHALL ALWAYS BE AND REMAIN LIABLE FOR ANY LOSS OR DAMAGE, INCLUDING CONSEQUENTIAL LOSS, CAUSED TO THE OWNER, THE VEHICLE, ANY THIRD PARTY, AND/OR TO THE PROPERTY OF ANY THIRD PARTY, DURING THE RENTAL PERIOD(S), REGARDLESS OF WHETHER SUCH LOSS OR DAMAGE IS CAUSED BY A WILLFUL OR NEGLIGENT ACT OR NOT, AND/OR REGARDLESS OF WHETHER THE VEHICLE IS BEING DRIVEN BY YOU OR NOT AT THE TIME THAT SUCH LOSS OR DAMAGE WAS SUSTAINED. AS SUCH, YOU WILL INDEMNIFY, DEFEND (AT OWNER’S OPTION) AND HOLD HARMLESS THE OWNER FOR ANY DAMAGES, LOSSES, CLAIMS, FINES, PENALTIES, CITATIONS, TOLLS OR OTHER EXPENSES ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF THE VEHICLE INCLUDING, WITHOUT LIMITATION, ANY DAMAGE OR LOSS RELATING TO A VEHICLE NOT BEING AVAILABLE WHEN IT WAS SUPPOSED TO BE, ANY MALFUNCTION OF OR DEFICIENCY IN THE VEHICLE, ANY BREACH OF WARRANTY OR OTHER OBLIGATION BY ANY MANUFACTURER OR OTHER THIRD PARTY, ANY PERSONAL INJURY OR PROPERTY DAMAGE SUFFERED BY YOU OR ANY PASSENGERS OR OTHER THIRD PARTIES. THIS INDEMNITY SHALL NOT APPLY TO ANY DAMAGES OR LOSSES RESULTING FROM THE OWNER’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.
- Notice to FlexClub. IF YOU ARE AN OWNER, YOU SHALL IMMEDIATELY NOTIFY FLEXCLUB, IN WRITING, SHOULD YOU RECEIVE NOTICE OF ANY CLAIM AND/OR PROCEEDINGS INSTITUTED BY A THIRD PARTY AGAINST YOU IN RESPECT OF ANY OF THE MATTERS FOR WHICH YOU HAVE BEEN INDEMNIFIED BY THE RENTER.
Limits of Liability
- Generally. FLEXCLUB AND ITS AFFILIATES SHALL NOT BE LIABLE UNDER OR RELATED TO THIS AGREEMENT FOR ANY OF THE FOLLOWING, WHETHER BASED ON CONTRACT, TORT OR ANY OTHER LEGAL THEORY, EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES: (i) ANY INCIDENTAL, PUNITIVE, SPECIAL, EXEMPLARY, CONSEQUENTIAL, OR OTHER INDIRECT DAMAGES OF ANY TYPE OR KIND; OR (ii) YOUR OR ANY THIRD PARTY’S PROPERTY DAMAGE, OR LOSS OR INACCURACY OF DATA, OR LOSS OF BUSINESS, REVENUE, PROFITS, USE OR OTHER ECONOMIC ADVANTAGE. NOTHING IN THIS SECTION 14 PURPORTS TO LIMIT OR EXCLUDE LIABILITY THAT CANNOT BE LIMITED OR EXCLUDED BY APPLICABLE LAW.
- Owners. IF YOU ARE AN OWNER, EXCEPT FOR FLEXCLUB’S OBLIGATIONS TO PAY AMOUNTS DUE TO YOU PURSUANT TO SECTION 6 ABOVE, BUT SUBJECT TO ANY LIMITATIONS OR OTHER PROVISIONS CONTAINED IN THIS AGREEMENT WHICH ARE APPLICABLE THERETO, IN NO EVENT SHALL THE LIABILITY OF FLEXCLUB OR ITS AFFILIATES UNDER THIS AGREEMENT EXCEED THE AMOUNT OF SERVICE FEES ACTUALLY PAID TO OR DUE TO FLEXCLUB HEREUNDER IN THE SIX (6) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM.
- Renters. IF YOU ARE A RENTER, IN NO EVENT SHALL THE LIABILITY OF FLEXCLUB OR ITS AFFILIATES UNDER THIS AGREEMENT EXCEED THE AMOUNT OF SERVICE FEES COLLECTED HEREUNDER IN THE SIX (6) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM.
Disclaimer of Warranties; No Service Guarantee
- Disclaimer of Warranties. YOU EXPRESSLY AGREE THAT YOUR USE OF THE SERVICES IS AT YOUR OWN RISK. FLEXCLUB PROVIDES, AND YOU ACCEPT, THE SERVICES ON AN "AS IS" AND "AS AVAILABLE" BASIS, TO THE FULLEST EXTENT PERMITTED BY LAW, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. WITHOUT LIMITING THE FOREGOING, AND EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, NEITHER FLEXCLUB NOR ANY OF ITS AFFILIATES IN THE TERRITORY MAKE ANY WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, TITLE, MERCHANTABILITY, COMPLETENESS, AVAILABILITY, SECURITY AND PRIVACY OF YOUR DATA AND/OR INFORMATION, COMPATIBILITY OR NON-INFRINGEMENT; THAT THE SERVICES WILL BE UNINTERRUPTED, FREE OF VIRUSES AND OTHER HARMFUL COMPONENTS, ACCURATE, ERROR FREE, OR RELIABLE, OR THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED; AS TO THE ACCURACY, CURRENCY, OR COMPLETENESS OF ANY INFORMATION MADE AVAILABLE THROUGH THE SERVICES, WHETHER PROVIDED IN TEXT, AUDIO, VIDEO, GRAPHICAL, OR OTHER FORM (THE "SERVICE CONTENT"); OR AS TO THE MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF ANY VEHICLE. NEITHER FLEXCLUB NOR ITS AFFILIATES IN THE TERRITORY MAKE ANY REPRESENTATIONS OR WARRANTIES WITH RESPECT TO ANY THIRD PARTY SERVICE PROVIDERS OR VEHICLE MANUFACTURERS. FLEXCLUB AND ITS AFFILIATES ARE NOT RESPONSIBLE OR LIABLE FOR ANY DECISIONS YOU MAY MAKE IN RELIANCE ON THE SERVICES OR SERVICE CONTENT, OR FOR ANY DEFECTS OR ERRORS THAT MAY RESULT FROM YOUR PROVISION OF INCOMPLETE OR INACCURATE INFORMATION TO FLEXCLUB. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM THE COMPANY WILL CREATE ANY EXPRESS WARRANTY. NEITHER FLEXCLUB NOR ANY OF ITS AFFILIATES IN THE TERRITORY REPRESENTS, WARRANTS OR GUARANTEES THAT YOUR ACCESS TO OR USE OF THE SERVICES WILL RESULT IN ANY REQUESTS FOR TRANSPORTATION OR OTHER SERVICES THROUGH LEAD GENERATION PLATFORMS. FLEXCLUB FUNCTIONS AS AN ON-LINE MARKETPLACE OFFERING RENTAL AND RELATED MANAGEMENT SERVICES ONLY AND MAKES NO REPRESENTATIONS, WARRANTIES OR GUARANTEES AS TO THE ACTIONS OR INACTIONS OF THE END-USERS OF YOUR SERVICES WHO MAY REQUEST (VIA A LEAD GENERATION PLATFORM IN THE TERRITORY) OR RECEIVE TRANSPORTATION OR OTHER SERVICES. IF YOU ARE AN OWNER, YOU ACKNOWLEDGE AND AGREE, BY ALLOWING YOUR VEHICLE TO BE USED ON LEAD GENERATION PLATFORMS, THAT THE RENTER AND VEHICLE MAY BE INTRODUCED TO A THIRD PARTY THAT MAY POSE HARM OR RISK TO THE RENTER OR VEHICLE. YOU ARE ADVISED TO TAKE REASONABLE PRECAUTIONS WITH RESPECT TO INTERACTIONS WITH THIRD PARTIES ENCOUNTERED IN CONNECTION WITH THE USE OF LEAD GENERATION PLATFORMS. NOTWITHSTANDING FLEXCLUB’S APPOINTMENT AS THE LIMITED PAYMENT COLLECTION AGENT FOR THE PURPOSE OF ACCEPTING PAYMENT FROM RENTERS ON BEHALF OF OWNERS AS SET FORTH IN SECTION 6 ABOVE, FLEXCLUB EXPRESSLY DISCLAIMS ALL LIABILITY FOR ANY ACT OR OMISSION OF OWNER, ANY RENTER, OR OTHER THIRD PARTY.
- No Service Guarantee. Neither FlexClub nor any of its Affiliates guarantees the availability or uptime of the Services. You acknowledge and agree that the Services may be unavailable at any time and for any reason (e.g., due to scheduled maintenance or network failure). Further, the Services may be subject to limitations, delays, and other problems inherent in the use of the internet and electronic communications, and neither FlexClub nor any of its Affiliates is responsible for any delays, delivery failures, or other damages, liabilities or losses resulting from such problems.
- No liability of FlexClub for fines and penalties. Neither FlexClub nor any of its Affiliates shall be liable for any failure or omission to settle in full and/or on time any fines, penalties, citations or tolls incurred by an Owner or any other third party in relation to a Rental Vehicle. It shall at all times be the responsibility of the Renter to make any such settlements.
- With Respect to FlexClub. FlexClub will be excused from performance under this Agreement for any period when it is prevented from or delayed in performing any obligations under this Agreement, in who or in part, due to circumstances beyond its reasonable control, including but not limited to acts of God, flood, fire, earthquake, explosion, war, terrorism, invasion, riot or other civil unrest, strikes, labor stoppages or slowdowns or other industrial disturbances, telecommunications, network, computer, server or Internet downtime, unauthorized access to FlexClub’s information technology systems by third parties, or passage of law or any action taken by a governmental or public authority, including imposing an embargo.
- With Respect to Rentals.
- Notice. If you, as either Owner or Renter, are prevented from complying with any of your obligations set forth in this Agreement regarding the rental for any period as a result of circumstances beyond your reasonable control, including but not limited to acts of God, flood, fire, earthquake, explosion, war, terrorism, invasion, riot or other civil unrest, strikes, labor stoppages or slowdowns or other industrial disturbances, telecommunications, network, computer, server or Internet downtime, unauthorized access to your information technology systems by third parties, or passage of law or any action taken by a governmental or public authority, including imposing an embargo ("Force Majeure"), then you shall immediately provide notice thereof to your rental counterparty and FlexClub: (a) specifying the cause and anticipated duration of the force majeure; and (b) promptly upon termination of the Force Majeure, stating that such Force Majeure has terminated.
- Compliance Suspended. Compliance with any obligations set forth in this Agreement regarding the rental shall be suspended from the date on which notice is given of force majeure until the date on which notice is given of termination of force majeure ("Suspension Period"), subject to the remaining provisions of this Section.
- No Liability. You shall not be liable for any delay or failure to comply with any obligation hereunder, or loss or damage due to or resulting from the Force Majeure during the Suspension Period, provided that you use and continue to use your best efforts to comply with such obligation(s). Depending on the length of the Force Majeure, however, FlexClub and your rental counterparty may have termination rights regarding your rental as described in Section 7.
- No Relationship. You agree that no joint venture, partnership, employment, or agency relationship exists between you and FlexClub as a result of this Agreement or your access to and use of the Services. You are not authorized to make any commitments on behalf of FlexClub and the FlexClub will not make commitments on your behalf, except as is required for the effective performance of the Services or as expressly stated in this Agreement. If you enter into a rental, you acknowledge that the relationship between you and your rental counterparty is solely that of independent contractors.
- Taxable Person. You expressly acknowledge and agree that by agreeing to this Agreement, you intend to provide rental and transportation or other services in a non-incidental manner and, as such, FlexClub will consider you to be a taxable person in accordance with all applicable VAT and indirect tax legislation.
- Supplemental Terms. Supplemental terms may apply to your use of the Services, such as use policies or terms related to certain features and functionality ("Supplemental Terms"), which may be modified from time to time. You may be presented with certain Supplemental Terms from time to time. Supplemental Terms are in addition to, and shall be deemed a part of, this Agreement. Supplemental Terms shall prevail over this Agreement in the event of a conflict.
- Severability. If any provision of this Agreement is held to be illegal, invalid or unenforceable, in whole or in part, under any law, such provision or part thereof shall to that extent be deemed not to form part of this Agreement but the legality, validity and enforceability of the remainder of this Agreement shall not be affected. In that event, the parties shall replace the illegal, invalid or unenforceable (part of the) provision with a (part of a) provision that is legal, valid and enforceable and that has, to the greatest extent possible, a similar effect as the illegal, invalid or unenforceable (part of the) provision, given the contents and purpose of this Agreement.
- Assignment. You may not assign or transfer this Agreement or any of your rights or obligations hereunder, in whole or in part, without the prior written consent of FlexClub. FlexClub may assign or transfer this Agreement or any or all of its rights or obligations hereunder, in whole or in part, under this Agreement from time to time without your consent.
- Waiver. FlexClub’s failure to enforce any provisions of this Agreement or respond to a violation by any party does not waive FlexClub’s right to later enforce any terms or conditions of the Terms or respond to any violations.
- No Third Party Beneficiaries. Save where this Agreement expressly confer rights on FlexClub Affiliates, the parties acknowledge that there are no third party beneficiaries to this Agreement. Nothing contained in this Agreement is intended to or shall be interpreted to create any third party beneficiary claims.
- Notices. Any notice delivered to you by FlexClub under this Agreement will be delivered by email to the e-mail address associated with your account or by posting on the online port all available to you on the FlexClub Services. Any notice delivered by you to FlexClub under this Agreement will be delivered by contacting FlexClub at Legal@flex.club. Additional Territory- specific notices may be required from time to time.