End User License Agreement

THIS END USER LICENSE AGREEMENT ("Agreement") is a binding agreement between you ("End User" or "you") and Carpool School Inc. ("Carpool.School"). This Agreement governs your use of the Carpool.School mobile and desktop application (including all related documentation, the "Application"). The Application is licensed, not sold, to you.

BY USING THE APPLICATION, YOU (A) ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THIS AGREEMENT; AND (B) ACCEPT THIS AGREEMENT AND AGREE THAT YOU ARE LEGALLY BOUND BY ITS TERMS. IF YOU DO NOT AGREE TO THESE TERMS, DO NOT USE THE APPLICATION.

1. License Grant. Subject to and conditioned on payment of fees and compliance with all other terms and conditions of this Agreement, Carpool.School grants you a limited, non-exclusive, and nontransferable license to:
(a) download, install, and use the Application for your personal, non-commercial use on mobile device owned or otherwise controlled by you ("Mobile Device") or on your desktop strictly in accordance with the Application's documentation; and
(b) access, download, and use on such Mobile Device the Content and Services (as defined in Section 5) made available in or otherwise accessible through the Application, strictly in accordance with this Agreement and the Terms and Conditions of Use applicable to such Content and Services as set forth in Section 5.

2. License Restrictions. You shall not:
(a) copy the Application, except as expressly permitted by this license;
(b) modify, translate, adapt, or otherwise create derivative works or improvements, whether or not patentable, of the Application;
(c) reverse engineer, disassemble, decompile, decode, or otherwise attempt to derive or gain access to the source code of the Application or any part thereof;
(d) remove, delete, alter, or obscure any trademarks or any copyright, trademark, patent, or other intellectual property or proprietary rights notices from the Application, including any copy thereof;
(e) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available the Application, or any features or functionality of the Application, to any third party for any reason, including by making the Application available on a network where it is capable of being accessed by more than one device at any time; or
(f) remove, disable, circumvent, or otherwise create or implement any workaround to any copy protection, rights management, or security features in or protecting the Application.

3. Reservation of Rights. You acknowledge and agree that the Application is provided under license, and not sold, to you. You do not acquire any ownership interest in the Application under this Agreement, or any other rights thereto other than to use the Application in accordance with the license granted, and subject to all terms, conditions, and restrictions, under this Agreement. Carpool.School and its licensors and service providers reserve and shall retain their entire right, title, and interest in and to the Application, including all copyrights, trademarks, and other intellectual property rights therein or relating thereto, except as expressly granted to you in this Agreement.

4. Collection and Use of Your Information. You acknowledge that when you download, install, or use the Application, Carpool.School may use automatic means (including, for example, cookies and web beacons) to collect information about your Mobile Device and about your use of the Application. You also may be required to provide certain information about yourself as a condition to downloading, installing, or using the Application or certain of its features or functionality, and the Application may provide you with opportunities to share information about yourself with others. All information we collect through or in connection with this Application is subject to our Privacy Policy. By downloading, installing, using, and providing information to or through this Application, you consent to all actions taken by us with respect to your information in compliance with the Privacy Policy, which may be updated from time to time at our sole discretion with or without notice to you. You also acknowledge that Carpool.School is not responsible for ascertaining who actually controls the email accounts or phone numbers used in the Application. If another person has posted your personal information, such as address, phone number, or email address, then please contact Carpool.School immediately.

5. Content and Services. The Application may provide you with access to Carpool.School's website located at carpool.school (the "Website") and products and services accessible thereon, and certain features, functionality, and content accessible on or through the Application may be hosted on the Website (collectively, "Content and Services"). CARPOOL.SCHOOL IS A SOFTWARE PLATFORM PROVIDER THAT ENABLES USERS TO CONNECT AND COORDINATE TRANSPORTATION ARRANGEMENTS WITH OTHER USERS AND TO FACILITATE THE ADMINISTRATION OF CHILD ARRIVAL AND DISMISSAL LOGISTICS, BUT IS NOT A TRANSPORTATION PROVIDER OR TRANSPORTATION COMPANY AND DOES NOT ENDORSE ANY TRANSPORTATION SERVICES. CARPOOL.SCHOOL IS NOT RESPONSIBLE FOR THE PHYSICAL EXECUTION OF CHILD DISMISSAL, CHILD SAFETY DURING PICKUP, OR TRAFFIC FLOW MANAGEMENT. ALL TRANSPORTATION SERVICES ARE PROVIDED INDEPENDENTLY BY END USERS OF THE APPLICATION, AND CARPOOL.SCHOOL IS NOT RESPONSIBLE FOR THE TRANSPORTATION SERVICES PROVIDED BY END USERS OF THE APPLICATION. USERS ASSUME ALL RISKS ASSOCIATED WITH USING THE APPLICATION AND PARTICIPATING IN ANY TRANSPORTATION ARRANGEMENTS. CARPOOL.SCHOOL DISCLAIMS ALL LIABILITY FOR THE ACTS, OMISSIONS, SAFETY, CONDUCT, OR RELIABILITY OF ANY USERS WHO PROVIDE OR RECEIVE TRANSPORTATION SERVICES.

6. Eligibility and Responsibility.
(a) Your eligibility is subject to admission by the participating school, school district, organization, or other third-party agency or administrator connected to you (the "Community Administrator"), and Carpool.School may terminate your access to the Application at the request of the Community Administrator or at its own discretion. By using the Application, you: (i) consent to have Carpool.School provide your information to other End Users of the Application to help you find people to share transportation needs and to the Community Administrator; (ii) represent and warrant that if you participate as a driver, you maintain valid automobile insurance meeting your state's minimum requirements if you offer transportation services through the Application; and (iii) agree to promptly notify Carpool.School and the Community Administrator of any changes affecting your eligibility. You may not use the Application if: (i) you are under 18 years of age; or (ii) its usage is prohibited. You may not register as a driver under the Application if: (i) you have been convicted of any felony or misdemeanor involving violence, sexual misconduct, or driving under the influence, or are required to register as a felon or sex offender with any governmental agency; (ii) your driver's license has been suspended or revoked in the past five years; or (iii) you have received more than two moving violations or been involved in more than one at-fault accident in the past three years.

(b) You are responsible and liable for all uses of the Application and all your acts and omissions in connection with your use of the Application. You must comply with all applicable laws, regulations, and policies regarding child transportation, safety requirements, and insurance coverage. You agree to ensure that any dismissal instructions or changes, including real-time updates, submitted through the Application are accurate, timely, and complete. You acknowledge and agree that Carpool.School may terminate, suspend, or block your use or access to the Application if Carpool.School believes that such use or access will have an adverse effect on the Application or that you breached this Agreement. You are responsible for terminating any carpool plans with other users that you may feel are driving dangerously or otherwise violating applicable driving laws or terms of the Application. You are solely responsible for maintaining the confidentiality of your username and password, and you agree to notify Carpool.School immediately of any unauthorized use of your account or any other breach of security.

(c) Communities You Create. You may create or activate a group on the Carpool.School platform organized for transportation coordination (a "Community"). You are solely responsible for any Community you create — including its name, who you invite or admit, how it is administered, and how members are treated — and must not name or describe it in a way that falsely suggests it is the official program of any organization you do not represent. Carpool.School does not review, endorse, or vouch for any Community, may remove any Community at its discretion, and has no liability for the conduct of any Community Administrator, member, or guest. The disclaimers, releases, and limitations of liability in this Agreement apply fully to every Community without distinction.

7. Safety and Risk Acknowledgment. You expressly understand and agree that carpooling arranged through the Application involves inherent risks, including but not limited to transportation accidents, personal injury, death, property damage, and criminal acts by other users. Carpool.School does not conduct criminal background screenings on its users and makes no representations or warranties regarding the safety, character, reliability, or identity of users. Carpool.School cannot and does not ensure the lawful behavior, driving capability, insurance coverage, or vehicle safety of the individuals exchanging information through the Application. You acknowledge and agree that you take full and complete responsibility for (i) ensuring your family's personal safety when interacting with other people whom you meet through the Application, (ii) verifying the identity and credentials of other users, (iii) inspecting vehicles used for transportation, and (iv) maintaining appropriate insurance coverage. You hereby knowingly and voluntarily release and forever discharge Carpool.School and its officers, directors, employees, agents, affiliates, successors, and assigns from any and all claims, demands, damages, rights of action, both present and future, known and unknown, arising out of or in any way related to such interactions, including but not limited to claims of personal injury, wrongful death, property damage, negligence, or intentional acts of other users. While Carpool.School does not possess specific qualifications to advise you on matters of personal safety, the following practices are suggested as examples and illustrations of actions you could take to ensure your personal safety:
(a) Do not rely solely on users' Community membership and knowledge of the Community access code as sufficient proof.
(b) You should document the personal information of your riders and their registered users.
(c) Perform due diligence and verify that the user indeed has a child registered in the Community.
(d) Your initial face-to-face contact with new individuals should occur in a well-traveled, populated, public location.
(e) Engage in conversations with your child and ensure that the individuals driving them are doing so in a safe manner.
(f) You, and your riders when feasible, should carry a mobile or cell phone while driving to be prepared for emergencies.

8. Geographic Restrictions. The Content and Services are based in the state of North Carolina in the United States. You acknowledge that you may not be able to access all or some of the Content and Services outside of the United States and that access thereto may not be legal by certain persons or in certain countries. If you access the Content and Services from outside the United States, you are responsible for compliance with local laws.

9. Updates. Carpool.School may from time to time in its sole discretion develop and provide Application updates, which may include upgrades, bug fixes, patches, other error corrections, and/or new features (collectively, including related documentation, "Updates"). Updates may also modify or delete in their entirety certain features and functionality. You agree that Carpool.School has no obligation to provide any Updates or to continue to provide or enable any particular features or functionality. Based on your Mobile Device settings, when your Mobile Device is connected to the internet either:
(a) the Application will automatically download and install all available Updates; or
(b) you may receive notice of or be prompted to download and install available Updates.
You shall promptly download and install all Updates and acknowledge and agree that the Application or portions thereof may not properly operate should you fail to do so. You further agree that all Updates will be deemed part of the Application and be subject to all terms and conditions of this Agreement.

10. Third-Party Materials. The Application may display, include, or make available content from the Community Administrator or other third parties (including data, information, applications, and other products, services, and/or materials) or provide links to the Community Administrator or third-party websites or services, including through third-party advertising ("Third-Party Materials"). You acknowledge and agree that Carpool.School is not responsible for Third-Party Materials, including their accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality, or any other aspect thereof. Carpool.School does not assume and will not have any liability or responsibility to you or any other person or entity for any Third-Party Materials. Third-Party Materials and links thereto are provided solely as a convenience to you, and you access and use them entirely at your own risk and subject to such third parties' terms and conditions.

11. Term and Termination.
(a) The term of Agreement commences when you start using the Application and will continue in effect until terminated by you, the Community Administrator, or Carpool.School as set forth in this Section 11.
(b) You may terminate this Agreement by deleting the Application and all copies thereof from your Mobile Device.
(c) This Agreement will immediately and automatically terminate, with respect to a particular Community, upon termination of that Community. If you belong to multiple Communities, this Agreement continues in effect for the remaining Communities. In addition, this Agreement will terminate immediately and automatically without any notice if you violate any of the terms and conditions of this Agreement.
(d) Upon termination:
(i) all rights granted to you under this Agreement will also terminate; and
(ii) you must cease all use of the Application and delete all copies of the Application from your Mobile Device and account.
(e) Termination will not limit any of Carpool.School's rights or remedies at law or in equity.

12. Disclaimer of Warranties. THE APPLICATION IS PROVIDED TO END USER "AS IS" AND WITH ALL FAULTS AND DEFECTS WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, CARPOOL.SCHOOL, ON ITS OWN BEHALF AND ON BEHALF OF ITS AFFILIATES AND ITS AND THEIR RESPECTIVE LICENSORS AND SERVICE PROVIDERS, EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO THE APPLICATION, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND WARRANTIES THAT MAY ARISE OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE, OR TRADE PRACTICE. WITHOUT LIMITATION TO THE FOREGOING, CARPOOL.SCHOOL PROVIDES NO WARRANTY OR UNDERTAKING, AND MAKES NO REPRESENTATION OF ANY KIND THAT THE APPLICATION WILL MEET YOUR REQUIREMENTS, ACHIEVE ANY INTENDED RESULTS, BE COMPATIBLE, OR WORK WITH ANY OTHER SOFTWARE, APPLICATIONS, SYSTEMS, OR SERVICES, OPERATE WITHOUT INTERRUPTION, MEET ANY PERFORMANCE OR RELIABILITY STANDARDS, OR BE ERROR-FREE, OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF OR LIMITATIONS ON IMPLIED WARRANTIES OR THE LIMITATIONS ON THE APPLICABLE STATUTORY RIGHTS OF A CONSUMER, SO SOME OR ALL OF THE ABOVE EXCLUSIONS AND LIMITATIONS MAY NOT APPLY TO YOU.

13. Limitation of Liability. To the maximum extent permitted by applicable law, in no event shall Carpool.School or its operators be held liable for any injuries or losses incurred by any party related to the use of the Application. By utilizing the services offered on the Website and/or the Application, you agree to assume the associated risks, including but not limited to those linked with any online or offline interactions or associations with other users. You agree to take all necessary precautions prior to and during the use of the services provided herein. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL CARPOOL.SCHOOL OR ITS AFFILIATES, OR ANY OF ITS OR THEIR RESPECTIVE LICENSORS OR SERVICE PROVIDERS, HAVE ANY LIABILITY ARISING FROM OR RELATED TO YOUR USE OF OR INABILITY TO USE THE APPLICATION OR THE CONTENT AND SERVICES FOR:
(a) PERSONAL INJURY, PROPERTY DAMAGE, LOST PROFITS, COST OF SUBSTITUTE GOODS OR SERVICES, LOSS OF DATA, LOSS OF GOODWILL, BUSINESS INTERRUPTION, COMPUTER FAILURE OR MALFUNCTION, OR ANY OTHER CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES.
(b) DIRECT DAMAGES IN AMOUNTS THAT IN THE AGGREGATE EXCEED THE AMOUNT ACTUALLY PAID BY YOU FOR THE APPLICATION.
THE FOREGOING LIMITATIONS WILL APPLY WHETHER SUCH DAMAGES ARISE OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE AND REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE OR CARPOOL.SCHOOL WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW CERTAIN LIMITATIONS OF LIABILITY SO SOME OR ALL OF THE ABOVE LIMITATIONS OF LIABILITY MAY NOT APPLY TO YOU.

14. Binding Arbitration; Class Action Waiver. You and Carpool.School agree that any dispute, claim, or controversy arising out of or relating to this Agreement or the breach, termination, enforcement, interpretation, or validity thereof, your use of the Application, or any transportation services arranged through the Application, including but not limited to any accidents, injuries, damages, or losses that may occur during such transportation (collectively, "Disputes") will be settled by binding arbitration, except that each party retains the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation, or violation of a party's copyrights, trademarks, trade secrets, patents, or other intellectual property rights. The arbitration will be administered by the American Arbitration Association, and the arbitrator will have exclusive authority to resolve any dispute relating to the interpretation, applicability, enforceability, or formation of this Agreement, including whether any Dispute is subject to arbitration. The arbitration will be conducted by a single, neutral arbitrator and will take place in Raleigh, North Carolina or at another mutually agreed location. The arbitrator's award will be final and binding, and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. YOU AGREE THAT DISPUTES BETWEEN YOU AND CARPOOL.SCHOOL OR ANY PARTICIPATING SCHOOL OR ORGANIZATION WILL BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION AND YOU WAIVE YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION.

15. Release and Indemnification. You hereby release, waive, discharge, and covenant not to sue Carpool.School, participating schools, their respective officers, directors, employees, agents, volunteers, and representatives (collectively, "Released Parties") from any and all claims, demands, losses, damages, rights, and actions of any kind, including personal injuries, death, and property damage, that are either directly or indirectly related to or arise from: (a) your use of the Application; (b) any transportation services arranged through the Application; (c) the actions, negligence, or omissions of other users, drivers, or passengers; (d) vehicle accidents or mechanical failures; (e) the verification or lack of verification of other users' identities or backgrounds; and (f) any other risks inherent in carpooling activities; (g) ERRORS, DELAYS, OR FAILURES IN THE REAL-TIME STUDENT DISMISSAL PROCESS OR CAR LINE MANAGEMENT; OR (h) YOUR RELIANCE ON POTENTIALLY INACCURATE, INCOMPLETE, OR DELAYED DISMISSAL DATA ("Claims"). YOU UNDERSTAND THAT THIS RELEASE DISCHARGES THE RELEASED PARTIES FROM ANY LIABILITY TO YOU FOR ANY CLAIMS, WHETHER KNOWN OR UNKNOWN, SUSPECTED OR UNSUSPECTED. YOU EXPRESSLY WAIVE ANY RIGHTS OR BENEFITS UNDER CALIFORNIA CIVIL CODE SECTION 1542 (OR ANY ANALOGOUS LAW OF ANY OTHER STATE), WHICH PROVIDES: "A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party." You further agree to indemnify, defend, and hold harmless the Released Parties from and against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys' fees, arising from or relating to: (i) your use or misuse of the Application; (ii) your breach of this Agreement; (iii) any transportation services you provide through the Application; (iv) any violation of applicable laws, regulations, or school policies; (v) any misrepresentation of your identity, qualifications, or eligibility to provide transportation services; (vi) any negligent or intentional acts or omissions in connection with providing transportation services; (vii) any personal injury, property damage, or other losses related to your driving activities; and (viii) the content you submit or make available through this Application.

16. Export Regulation. The Application may be subject to US export control laws, including the Export Control Reform Act and its associated regulations. You shall not, directly or indirectly, export, re-export, or release the Application to, or make the Application accessible from, any jurisdiction or country to which export, re-export, or release is prohibited by law, rule, or regulation. You shall comply with all applicable federal laws, regulations, and rules, and complete all required undertakings (including obtaining any necessary export license or other governmental approval), prior to exporting, re-exporting, releasing, or otherwise making the Application available outside the US.

17. Severability. If any provision of this Agreement is illegal or unenforceable under applicable law, the remainder of the provision will be amended to achieve as closely as possible the effect of the original term and all other provisions of this Agreement will continue in full force and effect.

18. Governing Law. This Agreement is governed by and construed in accordance with the internal laws of the State of North Carolina without giving effect to any choice or conflict of law provision or rule. Any legal suit, action, or proceeding arising out of or related to this Agreement or the Application shall be instituted exclusively in the federal courts of the United States or the courts of the State of North Carolina in each case located in Raleigh and Wake County. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.

19. Limitation of Time to File Claims. ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE APPLICATION MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES OTHERWISE SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.

20. Entire Agreement. This Agreement, the Terms and Conditions of Use, and our Privacy Policy constitute the entire agreement between you and Carpool.School with respect to the Application and supersede all prior or contemporaneous understandings and agreements, whether written or oral, with respect to the Application.

21. Waiver. No failure to exercise, and no delay in exercising, on the part of either party, any right or any power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right or power hereunder preclude further exercise of that or any other right hereunder. In the event of a conflict between this Agreement and any applicable purchase or other terms, the terms of this Agreement shall govern.