WHEREAS, Auto Care is a vehicle membership program that releases vehicle owners (Members) from the burden of repair and maintenance while enabling us (Auto Squad) to keep an eye on and address vehicle issues;

WHEREAS, Member desires the services offered by Auto Care and Auto Care desires to provide such services to Member; and 

WHEREAS, Auto Care is entering into this Agreement for the purpose of assuring the

member the services, and the member acknowledges that during the term of this agreement they will be relying upon Auto Care’s ability to provide the services provided herein.

NOW, THEREFORE, in consideration of the foregoing recitals and the terms, covenants

and conditions contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. Membership Plans 

Auto Care offers 4 vehicle membership plans: Bronze, Silver, Gold, and Platinum. 

Each membership plan has a 36-month duration, and members are eligible to re-join once the period expires.

2. Membership Fees And Payment. 

Membership fees will be subject to the plan selected by the member. The membership plan upgrade charge is $99 USD (terms and costs are flexible).

A $25 USD activation charge, as well as any termination due to nonpayment, must be paid prior to reactivation. 

Members are aware that RAM Credits are only valid at Auto Care facilities and are the property of Auto Care and its subsidiaries. If credits are low, you will be notified.

Members concur that our method of invoicing for repairs is based on the time a vehicle is on the lot. Thus, repair time also includes all time spent researching parts or troubleshooting.

We will impose a “Hoist Fee” of $35 USD to compensate for shop trips and/or additional upsells. 

In the event that the member wishes to cancel their membership plan, they will be charged a $500 USD termination fee and all previously completed work will be back-charged to the member at the normal shop rate.

3. Membership Terms and Conditions 

Downloading the Auto Squad mobile app is required for all members when mobile app is ready for public use.

Members are aware that this is not a warranty program, but rather a membership in which we are responsible for maintenance and repairs for the duration of the membership term.

Members provide us with authority over their cars’ repair and maintenance schedules for the duration of their membership.

Members are prohibited from taking their vehicles elsewhere for repairs and maintenance, and anybody discovered doing so would have their membership immediately revoked and subjected to a $500 USD cancellation fee. Additionally, members who violate this term will also be back- charged for all previously completed work at current shop rates.

Members agree that each vehicle will undergo pre-inspection and diagnosis prior to membership activation, at their expense, and that Auto Squad will perform any necessary repairs to bring the vehicle into acceptable condition.

After 18 months of membership, the Trangine Guarantee comes into effect for Platinum memberships. This plan replaces a Platinum Plan engine or transmission with a refurbished or rebuilt one and can be added to other plans for $50 USD per month plus tax.

Each plan-transferred vehicle must undergo an initial examination and diagnostics. 

Members understand that RAM Credit shared vehicles will be diagnosed with an inspection fee. 

Members understand that repairs and maintenance are contingent on availability. Members are responsible for scheduling maintenance and repairs.

Members acknowledge that we are not liable for any damages when their vehicles are picked up

from their house or place of business (including scratches, dents, etc.). Oil changes are performed twice a year.

Members understand that we supply all parts and cannot accept parts from them. 

Members understand thier car repair will be worked on according to order that vehicle arrived in shop.

Members understand that only primary vehicles are covered under their membership plan, and do not extend to shared vehicles.

Members affirm that their vehicle is roadworthy and in compliance with state and local laws. Cancellation consists of repairs completed up to the moment of cancellation plus 25 %.

If Members are detected violating membership regulations, they agree to pay market price for any repairs and a 25% cancellation charge.

4. Authority to Execute Agreement

Member hereby represents, warrants, and covenants to AUTO CARE that (a) it has the authority to enter into this Agreement and to perform its obligations hereunder; (b) the execution and performance of this Agreement does not and will not violate any Agreement to which Member is a party or by which it is otherwise bound; and (c) when executed and delivered, this Agreement will constitute a legal, valid and binding obligation of Member, enforceable in accordance with its terms. 

5. No Warranty

EACH PARTY ACKNOWLEDGES THAT, EXCEPT AS OTHERWISE AGREED IN WRITING, ALL SERVICES AND INFORMATION PROVIDED TO OR BY AUTO CARE UNDER THIS AGREEMENT IS PROVIDED “AS IS” WITH NO WARRANTIES OR CONDITIONS WHATSOEVER, WHETHER EXPRESS, IMPLIED, STATUTORY OR

OTHERWISE, AND AUTO CARE AND MEMBER EACH EXPRESSLY DISCLAIM ANY WARRANTY OF MERCHANTABILITY, NONINFRINGEMENT, OR FITNESS FOR ANY PARTICULAR PURPOSE WITH RESPECT TO SUCH SERVICES AND INFORMATION. 

6. Limitation of Liability

IN NO EVENT WILL EITHER AUTO CARE OR MEMBER BE LIABLE TO EACH OTHER OR TO ANY OTHER MEMBER OR THIRD PARTY UNDER THIS AGREEMENT FOR THE COST OF PROCURING SUBSTITUTE GOODS OR SERVICES, LOST PROFITS, LOST REVENUE, LOST SALES, LOSS OF USE, LOSS OF DATA OR ANY INCIDENTAL, CONSEQUENTIAL, DIRECT, INDIRECT, PUNITIVE, OR SPECIAL DAMAGES, WHETHER OR NOT SUCH PARTY HAD ADVANCE NOTICE OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES. EXCEPT FOR MEMBER’S DUES COMMITMENT, OR IN CASES OF WILLFUL MISCONDUCT OR GROSS NEGLIGENCE, OR WHERE REQUIRED BY APPLICABLE LAW, OR AS OTHERWISE AGREED IN WRITING, THE AGGREGATE LIABILITY OF AUTO CARE TO MEMBER AND OTHER PARTIES, AND OF MEMBER TO AUTO CARE, TO OTHER AUTO CARE MEMBERS OR TO OTHER PARTIES, SHALL NOT EXCEED THE PAST 12 MONTHS’ MEMBERSHIP FEES PAID BY THE MEMBER TO AUTO CARE. 

7. Governing Law

This Agreement shall be construed and controlled by the laws of Hawaiʻi without reference to conflict of laws principles. If any claim or dispute between the parties is not resolved by good faith negotiations, any suits or proceedings pursued by either party shall be brought in the courts located in Hawaiʻi, to whose jurisdiction each party hereby submits. 

8. Complete Agreement; No Waiver

This Agreement, including all attachments, sets forth the entire understanding of AUTO CARE and Member and supersedes all prior Agreements and understandings relating hereto unless otherwise stated in this Agreement. The waiver of any breach or default will not constitute a waiver of any other right hereunder or any subsequent breach or default.

9. Amendment

All amendments to this Agreement shall be effective upon their stated effective date. Members shall be given at least thirty (30) days prior written notice of the effective date of an amendment to this Agreement that directly and materially affects adversely any of the rights or obligations applicable to Member hereunder (each of the foregoing, an “Amendment”). If Member does not agree to any such Amendment to this Agreement, then Member shall provide written notice to AUTO CARE of such disagreement prior to the end of the 30-day notice period. If the parties are not able to reach a mutually acceptable accommodation (for example, the parties agree to a phase- in of the Amendment, AUTO CARE determines to withdraw, suspend or modify the Amendment, or AUTO CARE grants Member a waiver or variance), this Agreement and Member’s membership in AUTO CARE shall terminate automatically upon expiration of the 30-day notice period, unless Member elects to withdraw by written notice on an earlier date. Amendments shall be prospective only unless otherwise agreed to by the Member and AUTO CARE. No termination or withdrawal according to this paragraph will entitle Member to a refund of Membership dues or other fees, all of which are nonrefundable. 

10. No Rule of Strict Construction

Regardless of which party may have drafted this Agreement, no rule of strict construction shall be applied against either party. If any provision of this Agreement is determined by a court to be unenforceable, the parties shall deem the provision to be modified to the extent necessary to allow it to be enforced to the extent permitted by law, or if it cannot be modified, the provision will be severed and deleted from this Agreement, and the remainder of this Agreement will continue in effect. 

11. Counterparts

This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but collectively shall constitute the same instrument. 

12. Compliance with Laws 

Anything contained in this Agreement to the contrary notwithstanding, the obligations of AUTO CARE and Member shall be subject to all laws, present and future, of any government having jurisdiction over AUTO CARE and Member including, without limitation, all export and re-export laws, and regulations. It is the intention of AUTO CARE and Member that this Agreement and all referenced documents shall comply with all applicable laws and regulations. 

13. Assignment

Members may not assign their rights or obligations under this Agreement without the prior written consent of AUTO CARE. For purposes of this Agreement, an assignment shall be deemed to include a transfer or sale of all or substantially all of the business of Member, or a merger, consolidation, or other transaction that results in a change in control of Member. 

14. Force Majeure 

Neither AUTO CARE nor Member shall be liable hereunder by reason of any failure or delay in the performance of its obligations hereunder on account of strikes, shortages, riots, insurrection, fires, flood, storm, explosions, acts of God, war, governmental action, labor conditions, earthquakes or any other cause which is beyond the reasonable control of such party.