Terms of Service

THESE TERMS OF SERVICE (the "Terms") are a binding contract between a participating school (the "School") and Carpool School Inc., a Delaware corporation ("Carpool.School"). These Terms governs access to and use of the Carpool.School mobile and desktop application (the "Application") by the School's parents and other users connected to the school ("Users").

1. ACCESS AND USE.

(a) Provision of Access. Subject to and conditioned on the School's (or the User's) payment of fees and compliance with all other terms and conditions of these Terms, Carpool.School hereby grants the School a non-exclusive, non-transferable right to access and use the Application during the Term, solely for use by Users connected to the School ("Authorized Users"). Such use is limited to the Authorized User's personal use for their own children or children for whom they are legal guardians or have proper written authorization to transport, and for the School's exclusive use in managing student arrival and dismissal logistics and communicating related information to Authorized Users.

(c) Use Restrictions. The School shall not use the Application for any purposes beyond the scope of the access granted in these Terms. The School shall not at any time, directly or indirectly, and shall not permit any Authorized Users to: (i) copy, modify, or create derivative works of the Application, in whole or in part; (ii) rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make available the Application; (iii) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any software component of the Application, in whole or in part; (iv) remove any proprietary notices from the Application; (v) use the Application in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable law; (vi) use the Application in any manner that could disable, overburden, damage, or impair or interfere with any other User's use of the Application; or (vii) use any robot, spider, or other automatic device, process, or means to access the Application for any purpose.

(d) Suspension. Notwithstanding anything to the contrary in these Terms, Carpool.School may temporarily suspend the School's and any Authorized User's access to any portion or all of the Application if Carpool.School reasonably determines that the School or any Authorized User is in breach of these Terms, the End User License Agreement, or the Terms and Conditions of Use; (ii) there is a threat or attack on any of the Carpool.School IP; (iii) the School's or any Authorized User's use of the Carpool.School IP disrupts or poses a security risk to the Carpool.School IP or to any other participating school or vendor of Carpool.School; (iv) the School, or any Authorized User, is using the Carpool.School IP for fraudulent or illegal activities; or (v) Carpool.School's provision of the Application to the School or any Authorized User is prohibited by applicable law (any such suspension, a "Service Suspension"). Carpool.School shall use commercially reasonable efforts to provide written notice of any Service Suspension to the School and the applicable Authorized Users when practicable and to provide updates regarding resumption of access to the Application following any Service Suspension. Carpool.School shall use commercially reasonable efforts to resume providing access to the Application as soon as reasonably possible after the event giving rise to the Service Suspension is cured. Carpool.School will have no liability for any damage, liabilities, losses (including any loss of data or profits), or any other consequences that the School or any Authorized User may incur as a result of a Service Suspension.

(e) School Operational Responsibilities. The School acknowledges and agrees that Carpool.School is solely a software provider, and the School retains full and exclusive responsibility for the physical execution of student safety protocols, vehicle operations, and dismissal procedures. This includes, but is not limited to, the School's sole responsibility for: (i) ensuring the accuracy and completeness of all student roster and authorized pickup data provided to Carpool.School; (ii) verifying the identity and authority of individuals picking up students; and (iii) establishing, communicating, and following internal protocols for student release, notwithstanding and regardless of the dismissal status or information displayed by the Application.

2. TERM AND TERMINATION.

(a) Term. The Application is offered on a subscription basis. The initial term of these Terms begins on the Effective Date and, unless terminated earlier pursuant to any of the Agreement's express provisions, will continue in effect until the initial subscription period expires (the "Initial Term"). These Terms will automatically renew for additional successive terms (on the same basis as the Initial Term) (each a "Renewal Term" and together with the Initial Term, the "Term") unless earlier terminated pursuant to these Terms' express provisions or either party gives the other party written notice of at least 30 days prior to the expiration of the then-current term. A notice of non-renewal will cease auto-renewal of subscriptions, but all previously paid Subscription Fees are nonrefundable except where required by law.

(b) Termination. In addition to any other express termination right set forth in these Terms, Carpool.School may terminate these Terms, effective on written notice to the School, if the School fails to pay any amount when due hereunder (if applicable), and such failure continues more than 5 days after Carpool.School's delivery of written notice thereof. Either party may terminate these Terms, effective on written notice to the other party, if the other party (i) materially breaches these Terms, and such breach is incapable of cure, or being capable of cure, remains uncured 5 days after the non-breaching party provides the breaching party with written notice of such breach; (ii) becomes insolvent or is generally unable to pay, or fails to pay, its debts as they become due; (iii) files, or has filed against it, a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law; (iv) makes or seeks to make a general assignment for the benefit of its creditors; or (v) applies for or has appointed a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business.

4. FEES AND PAYMENT. The School (or the Authorized User) shall pay the entire subscription fee (the "Subscription Fee") upfront for the Initial Term, and the School (or the Authorized User) shall pay the Subscription Fee for any Renewal Term at the time of renewal.

5. PROPRIETARY RIGHTS. The School acknowledges and agrees that Carpool.School and its licensors are the sole and exclusive owners of all right, title, and interest in and to the Application and Carpool.School content, including all intellectual property rights relating thereto (the "Carpool.School IP"), subject only to a limited license granted to the School and Authorized Users with respect to the Carpool.School content as necessary to allow Authorized Users to use the Application.

6. CONFIDENTIALITY. From time to time during the Term, either party (the "Disclosing Party") may disclose or make available to the other party (the "Receiving Party") information about its business affairs, products, confidential intellectual property, trade secrets, third-party confidential information, and other sensitive or proprietary information, whether orally or in written, electronic, or other form or media, and whether or not marked, designated, or otherwise identified as "confidential" (collectively, "Confidential Information"). Confidential Information does not include information that, at the time of disclosure, is: (a) in the public domain; (b) known to the Receiving Party at the time of disclosure; (c) rightfully obtained by the Receiving Party on a non-confidential basis from a third party; or (d) independently developed by the Receiving Party. The Receiving Party shall not disclose the Disclosing Party's Confidential Information to any person or entity, except to the Receiving Party's employees and contractors who have a need to know the Confidential Information for the Receiving Party to exercise its rights or perform its obligations hereunder. Notwithstanding the foregoing, each party may disclose Confidential Information to the limited extent required to comply with the order of a court or other governmental body, or as otherwise necessary to comply with applicable law, provided that the party making the disclosure pursuant to the order shall first have given written notice to the other party and made a reasonable effort to obtain a protective order. On the expiration or termination of the Agreement, the Receiving Party shall promptly return to the Disclosing Party all copies, whether in written, electronic, or other form or media, of the Disclosing Party's Confidential Information, or destroy all such copies and certify in writing to the Disclosing Party that such Confidential Information has been destroyed. Each party's obligations of non-disclosure with regard to Confidential Information are effective as of the Effective Date and will expire five years from the date first disclosed to the Receiving Party; provided, however, with respect to any Confidential Information that constitutes a trade secret (as determined under applicable law), such obligations of non-disclosure will survive the termination or expiration of these Terms for as long as such Confidential Information remains subject to trade secret protection under applicable law.

7. WARRANTY. EXCEPT AS EXPRESSLY SET FORTH HEREIN AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL SOFTWARE, CONFIDENTIAL INFORMATION, AND ANY OTHER TECHNOLOGY OR MATERIALS PROVIDED BY CARPOOL.SCHOOL TO THE SCHOOL AND ANY AUTHORIZED USER ARE PROVIDED "AS IS" AND "AS AVAILABLE". CARPOOL.SCHOOL DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. CARPOOL.SCHOOL SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. CARPOOL.SCHOOL MAKES NO WARRANTY OF ANY KIND THAT THE APPLICATION OR RESULTS OF THE USE THEREOF WILL MEET THE SCHOOL'S OR ANY AUTHORIZED USER'S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM, OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR FREE.

8. INDEMNIFICATION. Carpool.School hereby indemnifies the School against any third-party claim that the Application, when used in accordance with these Terms and applicable documentation, infringes such party's United States intellectual property rights, provided that the School promptly notifies Carpool.School in writing of such claim, cooperates with Carpool.School, and allows Carpool.School sole authority to control the defense and settlement of such claim. If a final injunction is obtained against the use of any part of the Application by reason of infringement, Carpool.School will, at its option and expense, either (i) procure for the School the right to continue to use the Application; (ii) modify the Application so that it becomes non-infringing; or (iii) refund to the School (or the Authorized Users) a pro-rata portion of the Subscription Fee. The School hereby indemnifies Carpool.School against any claim arising out of the use of the Application by the School or its Authorized Users in any manner prohibited by these Terms.

9. LIMITATION OF LIABILITY AND RELEASE. CARPOOL.SCHOOL SHALL HAVE NO LIABILITY FOR ANY CLAIMS, DAMAGES, OR LOSSES ARISING FROM: (A) USER INTERACTIONS OR DISPUTES; (B) TRANSPORTATION SERVICES OR ARRANGEMENTS; (C) VEHICLE ACCIDENTS OR INCIDENTS; (D) PERSONAL INJURY OR PROPERTY DAMAGE; OR (E) VERIFICATION OR BACKGROUND CHECK FAILURES; (F) ERRORS, DELAYS, OR FAILURES IN THE REAL-TIME STUDENT DISMISSAL PROCESS OR CAR LINE MANAGEMENT; OR (G) THE SCHOOL'S RELIANCE ON POTENTIALLY INACCURATE, INCOMPLETE, OR DELAYED DISMISSAL DATA. ADDITIONALLY, CARPOOL.SCHOOL SHALL HAVE NO LIABILITY WITH RESPECT TO ITS OBLIGATIONS UNDER THESE TERMS OR OTHERWISE FOR CONSEQUENTIAL, EXEMPLARY, SPECIAL, INCIDENTAL, OR PUNITIVE DAMAGES EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN ANY EVENT, THE LIABILITY OF CARPOOL.SCHOOL TO THE SCHOOL OR ANY AUTHORIZED USER FOR ANY REASON AND UPON ANY CAUSE OF ACTION SHALL BE LIMITED TO THE AMOUNT PAID TO CARPOOL.SCHOOL BY THE SCHOOL OR SUCH AUTHORIZED USER DURING THE TWELVE (12) MONTHS PRECEDING THE INCIDENT GIVING RISE TO LIABILITY. THIS LIMITATION APPLIES TO ALL CAUSES OF ACTION IN THE AGGREGATE, INCLUDING WITHOUT LIMITATION, TO BREACH OF CONTRACT, BREACH OF WARRANTY, NEGLIGENCE, STRICT LIABILITY, MISREPRESENTATIONS, AND OTHER TORTS.

10. MISCELLANEOUS.

(a) Solicitation. The School shall not solicit the employment of nor employ any Carpool.School personnel who has been directly involved in the development, sale, installation, or support of the Application for a period of one year from the later of the termination of such individual's employment at Carpool.School or the last date of the School's use of the Application.

(b) Notices. The Application's online dashboard may also be utilized for purposes of any subscription changes. Notice shall be deemed to have been received by any party, and shall be effective, (i) on the day given, if personally delivered, or if sent by confirmed facsimile transmission, receipt verified, or (ii) on the third day after which such notice is deposited, if mailed by certified, first class, postage prepaid, return receipt requested mail.

(c) Force Majeure. In no event shall Carpool.School be liable to the School, or be deemed to have breached these Terms, for any failure or delay in performing its obligations under these Terms, if and to the extent such failure or delay is caused by any circumstances beyond Carpool.School's reasonable control, including but not limited to: (i) acts of God; (ii) flood, fire, earthquake, or explosion; (iii) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot, or other civil unrest; (iv) government order, law, or actions; (v) embargoes or blockades in effect on or after the Effective Date; (vi) national or regional emergency; and (vii) strikes, labor stoppages or slowdowns, or other industrial disturbances.

(d) Modifications. The School acknowledges and agrees that Carpool.School has the right, in its sole discretion, to modify these Terms (including all documents incorporated herein and therein by reference) from time to time, and that modified terms become effective on posting. The School will be notified of modifications through notifications or posts on carpool.school, and such modifications will be effective immediately upon posting unless otherwise specified. The School is responsible for reviewing and becoming familiar with any such modifications. The School's continued use of the Application after the effective date of the modifications will be deemed acceptance of the modified terms. If the School does not agree with the modifications, its sole remedy is to cease using the Application.

(e) Severability. If any provision of these Terms is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability will not affect any other term or provision of these Terms or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal, or unenforceable, the parties shall negotiate in good faith to modify these Terms so as to effect their original intent as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.

(f) Governing Law; Submission to Jurisdiction. These Terms shall be deemed to have been executed in the State of North Carolina and will be governed by and construed in accordance with the laws of the State of North Carolina.

(g) Arbitration; Class Action Waiver. Any dispute, controversy, or claim arising out of or relating to these Terms, including the validity, interpretation, breach, or termination thereof, shall be resolved by binding arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules. The arbitration shall be conducted by a single arbitrator in Raleigh, North Carolina. The arbitrator's decision shall be final and binding. Judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. THE PARTIES AGREE TO ARBITRATE SOLELY ON AN INDIVIDUAL BASIS, AND THAT THESE TERMS DO NOT PERMIT CLASS ARBITRATION OR ANY CLAIMS BROUGHT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ARBITRATION PROCEEDING. The arbitrator may not consolidate more than one person's claims, and may not otherwise preside over any form of a representative or class proceeding. Notwithstanding the foregoing, either party may seek emergency equitable relief before a state or federal court in North Carolina to maintain the status quo pending arbitration, and both parties hereby submit to the exclusive personal jurisdiction of the courts located within North Carolina for such purpose. A request for interim measures shall not be deemed a waiver of the right to arbitrate.

(h) Assignment. The School may not assign or transfer any of its rights or delegate any of its obligations hereunder, in each case whether voluntarily, involuntarily, by operation of law, or otherwise, without the prior written consent of Carpool.School, which consent shall not be unreasonably withheld, conditioned, or delayed. Any purported assignment, transfer, or delegation in violation of this Section is null and void. No assignment, transfer, or delegation will relieve the assigning or delegating party of any of its obligations hereunder.

(i) Export Regulation. The Application may be subject to United States export control laws, including the Export Control Reform Act and its associated regulations. The School 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. The School 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 United States.

(j) Equitable Relief. Each party acknowledges and agrees that a breach or threatened breach by such party of any of its obligations under Section 6 would cause the other party irreparable harm for which monetary damages would not be an adequate remedy and agrees that, in the event of such breach or threatened breach, the other party will be entitled to equitable relief, including a restraining order, an injunction, specific performance, and any other relief that may be available from any court, without any requirement to post a bond or other security, or to prove actual damages or that monetary damages are not an adequate remedy. Such remedies are not exclusive and are in addition to all other remedies that may be available at law, in equity, or otherwise.

(k) Marketing and Publicity. The School (or the District acting on the School's behalf) grants Carpool.School a non-exclusive, worldwide, and revocable right to use the School's name, logo, and trademarks on the Carpool.School website and in other marketing and promotional materials solely for the purpose of identifying the School as a client. The School may revoke this right at any time by providing written notice to support@carpool.school.