Hive Network | Vehicle Management Agreement

Hive Network Partner Vehicle Management Agreement

This Kingbee Vehicle Management Agreement (including any policies and terms and conditions at kingbee-vans.com/hive-network-vma (the “Website”) from time to time that apply to the Program, collectively, this “Agreement”) serves as the binding legal terms between you (“You” or “Owner”) and Kingbee Rentals, LLC (“Kingbee”) or an entity to be designated by Kingbee from time to time (Kingbee or such entity, the “Manager”) that govern your participation in Kingbee’s vehicle management program (the “Program”). We will update you with any changes to this Agreement on our Website. With respect to any change to the Management Fee (as defined in Section 5.A., a “Fee Change”), you will have the termination rights set forth in Section 3. You agree that you are bound by these terms and you agree that your continued participation in the Program constitutes your acceptance of this Agreement including any changes.

Effective Date: As provided in Section 19.

WHEREAS, Owner desires to make certain vehicles that Owner owns available for rental using Kingbee’s rental platform (the “Platform”), and Owner desires to engage Manager to supervise, manage, rent, operate and oversee the maintenance of such vehicles and perform such other activities as contemplated herein.

NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:

1. Vehicles.

This Agreement relates to the vehicles owned by Owner and that are made available to rent on the Platform (collectively the “Vehicles”). Exhibit A hereto lists the Vehicles, which may be updated from time to time by mutual agreement of Owner and Manager or pursuant to Section 13 of this Agreement.

2. Term and Termination.

This Agreement shall commence on the Effective Date and shall continue until the last Vehicle is removed from the Platform or at such earlier date as this Agreement is terminated in accordance with its terms. In no event will any termination relieve Owner of any breach of this Agreement occurring prior to termination.

3. Service Termination by Manager; Termination for Fee Change

In the event that Owner violates any of the terms under this Agreement, Manager reserves the right to terminate this Agreement immediately upon written notice to Owner.

In the event of a Fee Change, Owner may decommission Vehicles in accordance with Section 13 and may terminate this Agreement once there are no Reservations (as that term is defined in Section 13) for the Owner’s Vehicles.

4. Exclusive Use.

Owner agrees that Vehicles will be rented exclusively through the Platform.

5. Vehicle Management

1. Vehicle Management Fee: Manager shall collect and retain a fee in the amount of twenty-five percent (25%) of the total rental revenues and mileage surcharges collected from the rental of each Vehicle (“Management Fee”). Such Management Fee will be reduced to fifteen percent (15%) for owners that rent the Vehicle to themselves on a long-term basis or in other circumstances in which Owner secures a long-term rental contract of six months or longer that the Vehicle will be assigned to.
2. Management: Manager shall manage, oversee the maintenance of, and insure the Vehicles in accordance with the terms of this Agreement. Manager shall establish all pricing related to the Vehicles. Owner waives its right to cancel or decline reservations that are made on the Platform or otherwise using the Kingbee application.
3. Compliance with Laws: Manager shall be responsible for the management, operation and overseeing the maintenance of the Vehicles in compliance with all federal, state and local laws in all material respects. Manager shall seek to remedy any violation of any such law which comes to its attention to the extent that such remedy is within the reasonable commercial control of Manager and then only to the extent that Owner pays (or makes arrangements satisfactory to Manager to pay) all such costs of compliance. Owner shall execute the power of attorney form attached hereto as Addendum A (the “Power of Attorney”) so that Manager is able to perform its obligations under this Agreement.
4. Vehicle Costs: All costs and expenses associated with the Vehicles (including repairs and maintenance, licensing, registration, transportation, etc.) shall be the sole responsibility of Owner. Manager shall notify Owner via email for approval prior to any individual expenditure over $2,000.00. Such Owner approval is deemed granted unless Owner objects in writing to the repair within forty-eight (48) hours of Manager’s email notification. If the expenditure is less than $2,000.00, no Owner approval is necessary. Manager has the right to select any company or contractor to perform repairs to the Vehicles. While the expenses associated with all maintenance and repairs are the responsibility of Owner, Manager shall make commercially reasonable efforts to collect payment for all damages caused by the end user. Proceeds collected from end users or their insurance will be applied to the cost of repair and any fees, costs, expenses and other amounts owing from Owner to Manager. Any excess amount will be credited to Owner’s account. In the event that the cost of repairs exceeds amounts collected by Manager and owing to Owner, Owner shall pay Manager for such repairs (and Manager may offset amounts collected by Manager and owing to Owner for such repairs). In cases of emergencies or other special circumstances as reasonably determined by Manager, Manager may make expenditures for repairs which exceed the aforementioned amount without prior written approval (and Owner will remain responsible for all such expenditures and Manager may offset amounts collected by Manager and owing to Owner against the amounts Owner is responsible for). Manager will notify Owner of any such emergency expenditure before the end of the next business day after such expenditures are incurred.
5. Collection of Rental Fees and Other Income: All rental fees, mileage surcharges, or other proceeds will be collected by Manager and remitted to Owner on a weekly basis (less offsets for the Management Fee and other fees, costs, expenses and other amounts owing from Owner to Manager). In the event that there are no rentals of the Vehicles in a calendar month, Manager reserves the right to collect any amounts owed by Owner with respect to the Vehicles. Owner shall provide Manager with a valid credit card that Manager can use to collect all fees, costs, expenses and other amounts owing from Owner to Manager.
6. Vehicle Damages: Manager shall use commercially reasonable efforts to have the responsibility for damage to a Vehicle, be the responsibility of the end user. Manager shall compile and remit necessary information to insurance carriers or other parties, and will make commercially reasonable efforts to collect directly from the renter, insurer or other third party. Any amounts collected or otherwise received from third parties for damage to any Vehicle will be remitted to Owner consistent with Section 5.D.

6. Reporting:

Manager shall provide a monthly report of all transactions with respect to each Vehicle, which report will include rental charges, Management Fees, Vehicle costs, damages and claims recovery and any other information that Manager deems relevant.

7. Registration and Jurisdiction.

Owner hereby provides Manager all authority and shall provide any documents necessary for Manager to register, renew and title Vehicles, including without limitation pursuant to the Power of Attorney. Manager shall facilitate the registration and licensing of all vehicles. All third-party fees and expenses related to the foregoing shall be the sole responsibility of Owner.

8. Telematics Device and Subscription.

As part of its onboarding process for New Platform Vehicles, Manager may install a telematics unit in the Vehicles. The telematics unit may require a subscription from Manager’s telematics provider. The telematics installation charge along with the nonrefundable telematics subscription fees for the first four (4) years of the life of the Vehicle shall be paid in the form of a $1,900.00 telematics fee charged to Owner at the time of Vehicle purchase or onboarding. For the avoidance of doubt, Telematics units and subscriptions are exclusive to the Vehicle and cannot be interchanged. All data collected from the Vehicle and telematics device is owned and controlled by Kingbee such that Owner has no right or interest in the data. Please also refer to the Website for additional terms that may apply to the subject matter of this Section.

9. Taxes.

Each party shall be responsible for their own local, state and federal income taxes arising from this Agreement. Owner affirms that it paid all necessary sales or use tax on each Vehicle at the time of purchase. Sales taxes incurred for rental transactions through the Platform shall be collected from end users and remitted by Manager to the appropriate tax authorities.

10. Lienholder Communication and Past-Due Lien Payments.

In the event that a Vehicle is encumbered by a loan or other similar encumbrance (“Loan”), Owner hereby authorizes Manager to communicate with the corresponding lienholder or lender referenced on the Vehicle’s registration or title (“Lienholder”). In the event that loan payments are not being made on a timely basis by Owner for a Vehicle which is under an active rental contract, Manager shall be permitted to make past-due loan payments related to such Vehicles on behalf of Owner in order to prevent a repossession or other issues relating to non-payment and may offset such Lienholder payments from Owner’s share of any payments made on account of Vehicles through the Platform. Manager shall report all Lienholder payments to Owner for each Vehicle on a monthly basis and shall notify Owner prior to invoking the rights granted under this paragraph. Manager shall charge Owner a $250.00 Lien Maintenance Fee for every past-due Lienholder payment it makes.

11. Insurance.

1. Insurance Practices: For all new rental contracts, Manager shall ensure that end users provide valid certificates of insurance.
2. Insurance Coverage Offered: Manager shall provide insurance coverage for all Vehicles on the Platform which is no less than the minimum financial responsibility requirements under applicable state law.
3. Optional Excess Insurance Coverage: In the event that Owner or Lienholder requires insurance coverage that exceeds the coverages offered through the Platform, Owner will be responsible to obtain and keep such insurance active at all times.
4. Claims Handling: Owner appoints and authorizes Manager (or Manager’s designee) as its exclusive agent to handle all claims, including from insurance and third parties. Manager, or Manager’s designee, including without limitation pursuant to the Power of Attorney, will use commercially reasonable efforts to collect and provide claims documentation and shall seek to resolve outstanding claims and insurance related matters promptly.

12. Removal of Vehicles from the Platform.

Owner may not remove any New Platform Vehicle that is purchased using a Kingbee VS Program for the first twelve (12) months after the purchase date (or, if later, until the expiration of any rental contract with an end user for such Vehicle). Thereafter, if Owner desires to remove a Vehicle from the Platform, the following shall apply.

Decommissioning and Disposition Process:

Owner agrees to the following decommissioning process:
1. 1. Owner Notice: Upon receiving notice from Owner of the intent to decommission and / or dispose of any Vehicle, and after other conditions described herein are met, Manager shall cause the Vehicle to be transported to a temporary storage location such as Manheim or ADESA, or to a site managed by Manager. Manager shall notify Owner once the Vehicle is available. Unless Owner has notified Manager that Owner will use Manager’s services to dispose of the Vehicle, the Vehicle will be considered decommissioned and will be the sole responsibility of Owner from and after that point in time. Regardless of how the Vehicle is sold, Owner shall be required to pay any outstanding amounts owed to Manager prior to the release of the Vehicle. If Manager’s services will be used to sell a Vehicle, then Owner shall provide Manager with documentation that all such Vehicles have free and clear title. Once Manager receives evidence of properly endorsed title with required releases of liens and any other state requirements, Manager will use commercially reasonable efforts to sell the Vehicle.
  2. Outstanding Reservations: If a Vehicle is on or subject to a future reservation (each, a “Reservation”) decommissioning will not be commenced until all such Reservations are complete.
  3. Blackout Period: Decommissioning will not be allowed during the months of September through December, due to high seasonal demand.
  4. Outstanding Claims: Owner recognizes that the claims or damage collection process is outside the control of Manager and may involve extended delays. As such, there can be no assurance that all claims will be resolved on a Vehicle at the time of decommissioning. Proceeds from any outstanding claims received after decommissioning will be remitted to Owner when received, net of any amounts then due and unpaid to Manager.
  5. Unpaid Expenses or other Costs: Any unpaid amounts (registration fees, maintenance costs, etc.) due to Manager for any Vehicle may be offset from decommissioning proceeds or revenue generated from other Vehicles Owner may still have on the Platform. If Owner does not have any other Vehicles on the Platform, any amounts owed will be charged back to Owner.
Fees:
1. 1. Decomissioning Fee: Manager shall charge Owner a $250.00 fee for the decommissioning of any Vehicle from the Platform, regardless of who sells the Vehicle.
  2. Disposition Fee: Manager shall also charge Owner a $750.00 fee for the disposition of such Vehicle by Manager through auction or privately negotiated sale. Manager has the right to collect (through an offset or reduction to Vehicle sales proceeds, invoicing or disposition collections, or otherwise) any outstanding unpaid fees due to Manager at the time of sale.
  3. Third-Party Expenses and Auction Fees: All out-of-pocket auction, dealer, storage, transportation, and/or other third-party expenses as well as any sales and transfer taxes will be deducted from proceeds received from the sale of the Vehicle.
  4. Early Platform Removal Fee: In the event that a Vehicle purchased through a Kingbee VS Program is not contracted for rent within the first six months and is not subject to a reservation, Owner shall be permitted to remove such Vehicle from the Platform and Owner shall pay Manager an early platform removal fee in an amount equal to any incentive discounts that Owner benefitted from through the Kingbee VS Program.

13. Indemnity.

Owner agrees to indemnify and hold Kingbee and Manager, and their respective employees, parents, subsidiaries, affiliates, agents, and representatives, harmless from and against any liabilities, legal fees, damages, losses, costs and other expenses in relation to any claims or actions brought against Kingbee or Manager arising out of the performance of Kingbee’s and Manager’s services hereunder, Owner’s breach of this Agreement or Kingbee’s or Manager’s exercise of its rights hereunder. In the event that there are third party claims brought against either Kingbee, Owner or Manager, Manager (or if applicable Kingbee) shall retain all control over insurance claims, demands, subrogation matters, counsel communications and litigation.

14. Owner Representations.

Necessary Authority: Owner owns the Vehicles and has the power, authority and the legal right to execute and deliver and to perform its obligations under this Agreement, and has taken all necessary action to authorize the execution and delivery of, and the performance of its obligations under, this Agreement.
Reservations: Owner represents that it will not interfere or otherwise obstruct third parties from renting Vehicles.
Submitted Information: Owner represents that the information it provides to Manager is true and accurate to the best of Owner’s knowledge.
Accredited Investor; Other Representations. Owner has had an opportunity to discuss the Company’s business, management, financial affairs and the terms and conditions of this Agreement with the Company’s management. Owner is an accredited investor under Rule 501(a) of Regulation D promulgated under the Securities Act of 1933, as amended.

15. Limitations on Liability.

In no event shall Manager’s liability to an Owner related to this Agreement exceed the Management Fee received by Manager applicable to the Owner’s Vehicles during the immediately preceding twelve (12) months. Under no circumstances will Manager be liable to Owner for lost profits or for any indirect, incidental, consequential, special, punitive, or exemplary damages.

16. Limitation on Time to Bring a Claim.

To help resolve any issues between the parties promptly, both parties hereto agree that any claim arising out of or relating to this Agreement must be made within one year event or events giving rise to the claim; otherwise, the claim is deemed to have been waived. This limitation applies regardless of the venue in which such claim is or could be asserted.

All notices to Manager shall be sent to:

Kingbee Rentals, LLC
2272 South 5600 West
West Valley City, Utah 84120
Email: hive@kingbee-vans.com

17. Entire Agreement. Interpretation. Assignment.

The terms set forth in this Agreement (including any terms and conditions incorporated herein by reference) as all may be modified from time to time constitute the entire agreement between you and Manager concerning the subject matter herein and supersede all prior and contemporaneous negotiations, agreements and statements concerning the subject matter herein. The headings, subheadings, and other captions in this Agreement are for convenience and reference only and will not be used in interpreting, construing, or enforcing any of the provisions of this Agreement. Each party acknowledges that it has had the opportunity to review this Agreement with legal counsel of its choice, and there will be no presumption that ambiguities will be construed or interpreted against the drafter, and no presumptions made or inferences drawn because of the inclusion of a term not contained in a prior draft or the deletion of a term contained in a prior draft. Owner may not assign this Agreement without the prior written consent of Manager. Except as otherwise provided herein, this Agreement may be modified or amended only with the written consent of Manager and Owner. Any addendum attached hereto is incorporated herein by this reference.

18. Arbitration.

Please read this section carefully. We want you to know how it affects your rights. If you have an issue with Manager or the subject matter herein, we want to make the resolution process as quick and efficient as possible. To that end, Owner and Manager agree to first discuss any issue informally for at least 60 days before commencing an arbitration proceeding. If we do not agree upon a solution after these discussions, you and Manager agree that any and all claims relating to (i) this Agreement (including the Kingbee-vans.com terms and privacy policy); (ii) Manager; (iii) the Platform; (iv) the Vehicles; and (v) the Program must be resolved through binding arbitration. Arbitration will be administered by JAMS Mediation, Arbitration and ADR Services (“JAMS”) in accordance with the JAMS Streamlined Arbitration Rules and Procedures (“JAMS Rules”). The JAMS Rules and instructions about how to initiate an arbitration are available at www.JAMSADR.com. Please note that you are giving up the right to litigate a dispute in court before a judge or jury. BOTH MANAGER AND OWNER AGREE TO ARBITRATE IN EACH OF OUR INDIVIDUAL CAPACITIES ONLY, NOT AS A REPRESENTATIVE OR MEMBER OF A CLASS, AND EACH OF US EXPRESSLY WAIVES ANY RIGHT TO FILE A CLASS ACTION OR SEEK RELIEF ON A CLASS AS IS.

19. Enforceability; Effective Date.

The “Effective Date” of this Agreement shall be the date that it is fully executed and countersigned by all parties.

20. Governing Law.

Regardless of Owner’s place of residence or where the Vehicles are located, this Agreement shall be governed by and construed in accordance with the laws of the State of Utah without reference to its choice of law provisions. IN THE EVENT THAT ANY ARBITRATION PROVISIONS CONTAINED HEREIN ARE NOT APPLICABLE, BOTH PARTIES HEREBY SUBMIT TO THE EXCLUSIVE JURISDICTION TO THE STATE AND FEDERAL COURTS LOCATED IN THE STATE OF UTAH, SALT LAKE COUNTY.

21. Waiver.

No waiver of any breach of any provision of this Agreement shall constitute a waiver of any prior, concurrent or subsequent breach of the same or any other provisions hereof, and no waiver shall be effective unless made in writing and signed by an authorized representative of the waiving party. Even if Manager acts in a way that appears to Owner to be inconsistent with this Agreement, Manager’s actions shall not be deemed a waiver or constructive amendment of this Agreement.

22. Severability.

In the event any provision of this Agreement shall for any reason be held to be invalid, illegal or unenforceable in any respect, the remaining provisions shall remain in full force and effect. If any provision of this Agreement shall, for any reason, be determined by a court or arbitrator of competent jurisdiction to be excessively broad or unreasonable as to scope or subject, such provision shall be enforced to the extent necessary to be reasonable under the circumstances and consistent with applicable law while reflecting as closely as possible the intent of the parties as expressed herein.

23. No Partnership.

Nothing contained in this Agreement shall be deemed or construed as creating a partnership, joint venture, professional practice, or any other type of professional relationship between the parties or between any party and any other person, nor cause any party to be responsible in any way for debts or obligations of the other or any other person whomsoever.