vRide Mobile App User Agreement

Last Updated: November 5, 2015

This vRide1 App User Agreement User Agreement (the “User Agreement”) sets forth the contractual terms for your use of the various services provided by vRide, Inc. (“We” “Our” “Us” or “vRide”) with respect to vRide’s (i) “vRide2Go” mobile application and web application (together, the “vRide2Go App2)that permits you (“You” or “Your”) to confirm that You rode in a commuter vanpool (the “vRide2Go Services”) provided, leased, arranged and/or managed by vRide on a particular day or days; and/or (ii) “vRide” mobile application (the “vRide Mobile App”) that permits You to report odometer readings, track commuting expenses, and contact members of your vanpooling group (the “vRide Mobile App Services”, and together with the vRide2Go Services, collectively, the “Services”) (the vRide2Go App and vRide Mobile App are collectively referred to herein as the “Apps”). As part of the Services, vRide may send You, and You agree to accept messages or reminders from vRide regarding Your use of the Services. These reminders may come in the form of emails, SMS/text messages (standard rates may apply) and “Push” notifications and You agree to accept the same from vRide.

By accepting this User Agreement, You agree to be bound, and comply with, this Agreement (as defined below) and You agree to become a “User” of the Services. Furthermore, every time You use the Services, You confirm that You agree to, and are bound by, this Agreement. Your use of the Services constitutes your acceptance of this Agreement (as defined below) and agreement to be bound by its terms and conditions, as they may be amended from time to time. You are completely free to decide not to accept this Agreement. If You do not agree to this Agreement, You cannot use any of the Services and You may become ineligible to receive certain employer or government subsidies or incentives, if any, related to Your commuter vanpool. You may terminate Your use of the Services, at no cost to You, at any time, with or without cause, by following the procedures set forth below.

Your use of the Services is for Your sole personal use. You cannot authorize others to use the Services and You cannot assign or otherwise transfer Your right to use the Services to any other person or entity. You cannot use the Services if We have previously terminated Your use of the Services.

1. THE AGREEMENT.

All of the terms stated in this User Agreement, together with the hyperlinks, schedules, policies and other documents attached hereto and referenced herein, and provided by vRide or its third party partners from time to time, constitute the “Agreement” by You and vRide. vRide or its third party partners may change the terms of the Agreement from time to time and will provide You with notice of the changes. Unless otherwise stated, all changes to the Agreement shall be binding on You and effective immediately upon Us sending the revised Agreement to You or making it available to You on the internet. This Agreement cannot otherwise be amended except when accepted by You and vRide.

If you have any questions for Us concerning the Agreement or the Services, please contact us at help@vRide.com.

2. REGISTRATION.

In order to use the Apps, you must first register with vRide at www.vride.com. By providing Us with some of your personal information, such as your name, mobile number, address, and e-mail address (collectively, “Your Personal Information” or “YPI”) and other information.

Using the user name and password created during the registration process, you may log into the Apps. The Apps may ask you to access and/or use certain functionality of your mobile device, including geolocation capabilities, access to the camera on your mobile device, Bluetooth capabilities, and the ability to enable “push” or similar notifications. You may decline vRide access to such functions or turn off such functions at any time, however, this may limit your ability to take advantage of all of the Apps’ features, and may disqualify you from receiving certain vanpooling subsidies or incentives.

For fast and efficient communication regarding the Apps, vRide may communicate with you by email. By accepting this Agreement, you agree to accept and read all emails that We send to you, including sales, marketing and promotional emails. By accepting this Agreement, you have granted vRide, its affiliates and its designees permission to send you emails about its current and future products and services, as well as marketing and promotional emails. If, at any time and for any reason, you decide that you no longer want to receive marketing and promotional emails from vRide or its designees, you may click the “Unsubscribe” link (or similar functioning link) at the bottom of any such emails. You further agree to provide us with a functioning, working email address for you that you check regularly. All notices sent by vRide or its third party partners to you to the then current email address that you have on file with vRide will be deemed given to you upon vRide’s sending of the email to such email address, and that vRide’s sending of such email shall constitute good and sufficient notice to you for all purposes.

3. TERM AND TERMINATION.

(a) The Agreement will remain in full force and effect until you or vRide affirmatively terminate this Agreement.

(b) In addition to vRide’s other termination rights set forth in the Agreement, vRide may terminate your use of the Apps at any time without cause. You may terminate your use of the vRide App Services at any time without cause by deleting the vRide Mobile App from your mobile device, ceasing to use the vRide2Go web app, and providing Us with electronic notice in accordance with Section 3(d) below. You may terminate your use of the vRide2Go App Services at any time without cause by deleting the vRide Mobile App from your mobile device and providing Us with electronic notice in accordance with Section 3(d) below.

(c) Upon the termination of this Agreement, you must immediately stop using all Services and the Apps.

(d) You may send electronic notice of termination or notice of breach to vRide at help@vRide.com provided that, in order for such notice to be effective and constitute sufficient notice hereunder, the subject line of your email must contain the words “Notice of Termination” or “Notice of Breach,” as applicable.

4. YOUR INFORMATION; PRIVACY.

(a) You agree that all information that you submit to vRide and give vRide access to shall be true, complete, accurate and up to date. You must immediately notify us of any changes to the YPI by emailing Us at help@vride.com. In the event that any of the information that you provide to vRide, give vRide access to, or publicly available information about you that vRide or its designee gathers about you is false, incomplete or untimely, vRide shall not be liable or responsible for the failure of the Services or delays or errors in providing Services to you.

(b) By submitting your YPI and other information in connection with your use of the Apps, you give vRide the right to report to your employer or other subsidizing agency on your use of the Services.

(c) vRide implements reasonable physical, administrative and technical safeguards to help Us protect your YPI from unauthorized access, use and disclosure. We also require that Our vendors who receive any such sensitive YPI protect such information from unauthorized access, use and disclosure in accordance with such vendor’s industry standards. Unfortunately, no electronic data transmission can be guaranteed to be absolutely secure. You acknowledge that all information that you submit to vRide electronically or that you give vRide access to, including through vRide’s registration process, may potentially be publicly accessible.

(d) While We strive to protect your YPI, We cannot guarantee the security of any information transmitted over the Internet. Once We receive your YPI, We take steps that we believe are reasonably appropriate to protect its security, both internally and from outsiders, from loss, misuse, unauthorized access, disclosure, alteration and destruction, and to ensure the integrity of the data We collect.

(e) We are not responsible for protecting, nor are we liable for failing to protect, the privacy of any information (including YPI) about you or others that you provide, or give access, to others, including other Users and unauthorized users). We are also not responsible for others’ (including other Users and unauthorized users) use, copying, storage, distribution, sale, renting, transfer, disclosure or dissemination of any information (including YPI) about you or others that you provide, or give access, to others.

(f) vRide will not sell or rent YPI to any third party for marketing, sales or promotional purposes without your prior consent.

(g) For more information on vRide’s privacy practices, please review vRide’s privacy policy at http://www.vride.com/privacy-information. If you have any questions about vRide’s privacy policy, you can email us at help@vRide.com.

5. PERSONAL SAFETY.

VRIDE STRONGLY ADVISES YOU TO USE CAUTION AND EXERCISE DILIGENCE WHILE USING THE APPS. SPECIFICALLY, DO NOT USE THE APPS WHILE DRIVING A VEHICLE.

6. DISCLAIMERS; NO REPRESENTATIONS OR WARRANTIES.

Under no circumstances will vRide be responsible for any loss or damage resulting from your reliance on any information provided to you by vRide or anyone else. vRide and its affiliates and their respective officers, directors, shareholders and employees provide the Services and the Apps on an “AS IS” “WHERE IS” basis and without warranty, express, implied or statutory. We do not guarantee and do not promise any specific results, cost savings, time savings or environmental benefits/savings from your use of the Services. vRide, its affiliates and Partners and their respective officers and employees expressly disclaim any implied warranties of title, merchantability, fitness for a particular purpose and non-infringement. Some states may not allow the disclaimer of implied warranties so the foregoing disclaimers may not apply to you.

7. INTELLECTUAL PROPERTY RIGHTS.

(a) You warrant and represent to vRide that you (i) are the sole author of all information about you, including your YPI, that you provide to Us, give Us access to or enter into or onto Our websites, apps, databases or User interfaces and (ii) have all necessary authorizations and approvals to provide vRide with, give vRide access to, or enter into vRide’s websites, apps, databases or User interfaces, personally identifiable information of others. By accepting this Agreement, you automatically grant to Us a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, sub-licensable (through multiple tiers) right and license to exercise the copyright, publicity and database rights you have in the YPI that you provide to vRide and to use, copy, perform, display and distribute such information and to prepare derivative works of, or incorporate into other works, such information and content, in any media now known or not currently known, with respect to such information, including YPI. You retain full and complete ownership of your information, including your YPI.

(b) All intellectual property rights in and to the Services and the Apps, and all components, elements, “look and feel”, algorithms and code thereof and therein (collectively, the “IP”) are and shall be owned by vRide. Those rights include, without limitation, database rights, copyright, design rights, patents, trademarks, service marks and other similar rights (whether registered or unregistered), wherever existing in the world, together with the right to apply for protection of the same. Except for information which is in the public domain or for which you have been given written permission, you may not copy, modify, publish, transmit, distribute, perform, display, or sell any such information. Unless otherwise expressly stated herein, all rights are reserved to vRide.

(c) Upon your acceptance of this Agreement, vRide grants you a nonexclusive, personal, nontransferable, revocable, limited license to access and use the IP solely in connection with your use of the Services and for no other purpose. This license shall automatically be terminated and revoked immediately upon the termination of this Agreement or at an earlier time, in vRide’s sole discretion. Your binding obligations under this subsection are in consideration of vRide’s grant of license to use the Services.

(d) You shall not, and shall not permit or assist anyone else to, reverse engineer, copy, modify, alter, or dissemble the Services, the Apps, and all components, elements, “look and feel”, algorithms and code thereof, or any underlying element of the Services.

8. INDEMNITY.

You will defend, indemnify and hold vRide, its affiliates and each entity (such as your employer or for whom you contract) (each a “Partner”) for which vRide administers or facilitates ridesharing or vanpooling among its employees, students, consultants, contractors members and/or other individuals affiliated with such entity, and their respective employees, directors, officers, shareholders, agents and representatives (each an “Indemnified Party,” collectively, the “Indemnified Parties”) harmless from all claims, demands, losses, damages, liability, lawsuits, judgments, expenses and costs (including reasonable attorneys’ fees and costs) related to, in any way, or arising out of: (i) your breach of this Agreement; (ii) your acts and omissions, including your acts and omissions affecting other Users of the Services; (iii) any actual or alleged negligence, fraud, willful misconduct or criminal activity on your part; and (iv) your actual or alleged violation of any law, rule, statute, regulation, ordinance or government order. Your obligations under this Section shall survive the termination or expiration of this Agreement or the termination or expiration of your use of the Services and/or the Apps.

9. LIMITATION OF DAMAGES; LIMITATIONS OF LIABILITY.

IN NO EVENT WILL ANY INDEMNIFIED PARTY BE LIABLE TO YOU FOR ANY INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE OR INDIRECT DAMAGES ARISING OUT OF, OR IN CONNECTION WITH, THE APPS, THE SERVICES, YOUR USE OF THE SERVICES (HOWEVER ARISING, INCLUDING NEGLIGENCE) EVEN IF WE OR OUR AFFILIATES, AGENTS, REPRESENTATIVES OR PARTNERS KNOW OF OR HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE INDEMNIFIED PARTIES WILL NOT BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE AND/OR CONSEQUENTIAL DAMAGES ARISING OUT OF OUR SERVICES, INCLUDING, WITHOUT LIMITATION, FOR DAMAGES ARISING OUT OF YOUR COMMUNICATIONS AND INTERACTIONS WITH OTHER USERS OF THE SERVICES OR OTHER USERS’ ACTS OR OMISSIONS. DAMAGES LIMITED BY THIS CLAUSE INCLUDE, WITHOUT LIMITATION, FOR EXAMPLE DAMAGES FOR PHYSICAL INJURY, DEATH, EMOTIONAL DISTRESS, ASSAULT, DISCOMFORT, THEFT, IDENTITY THEFT AND PROPERTY DAMAGE.

NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN AND TO THE FULLEST EXTENT PERMITTED BY LAW, VRIDE’S LIABILITY, AND THE LIABILITY OF OUR AFFILIATES AND PARTNERS AND THEIR RESPECTIVE EMPLOYEES, DIRECTORS, OFFICERS, SHAREHOLDERS, AGENTS AND REPRESENTATIVES, TO YOU OR ANY THIRD PARTY IN ANY CIRCUMSTANCES SHALL BE LIMITED TO THE GREATER OF (I) THE AMOUNT OF PAYMENTS THAT YOU HAVE PAID TO VRIDE IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRIOR TO THE ACCURAL OR EXISTENCE OF THE CLAIM, INJURY, DAMAGE OR LOSS TO WHICH THE ALLEGED LIABILITY RELATES OR (II) SEVEN THOUSAND FIVE HUNDRED DOLLARS ($7,500.00).

10. DISPUTE RESOLUTION; ARBITRATION; CLASS ACTION WAIVER.

(a) You and vRide agree that the exclusive means of resolving any dispute or claim arising out of or related to this Agreement (including, without limitation claims for breach of contract, negligence or violation of any statute or regulation), your use of the Services shall be BINDING ARBITRATION administered by the American Arbitration Association (“AAA”) except for resolving any claim that vRide has against you for non-payment or collection which may be prosecuted by vRide without regarding to this Section and outside of arbitration. For further information about arbitration, please feel free to contact an attorney of your choosing or visit AAA at www.adr.org. Each arbitration shall be conducted in accordance with AAA’s then current rules, procedures, protocols and codes. The only exceptions to the exclusivity of arbitration are that (i) you have the right to bring an individual claim against vRide in a small-claims court (or similarly named or limited court) of competent jurisdiction and (ii) either party’s right to seek an injunction or similar relief against the other party.

(b) Regardless of whether you choose arbitration or small-claims court (or similarly named or limited court), you may not, under any circumstances, commence or maintain against vRide or any of its affiliates or Partners, or their respective employees, officers, directors, agents and representatives, any CLASS ACTION, CLASS ARBITRATION or other representative action or proceeding and you HEREBY WAIVE ANY SUCH RIGHTS.

(c) By using the Services in any manner or for any length of time, you agree to the above arbitration agreement. In doing so, YOU GIVE UP (i) YOUR RIGHT TO GO TO ANY COURT to assert or defend any claims between you and vRide, its affiliates and its Partners (except for matters that may be taken to small-claims court (or similarly named or limited court)) and (ii) YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION, CLASS ARBITRATION OR OTHER CLASS OR REPRESENTATIVE PROCEEDING. Your rights will be determined by a NEUTRAL ARBITRATOR, NOT A JUDGE OR A JURY. You are entitled to a fair hearing before the arbitrator. For purposes of explanation, the arbitrator can grant any relief that a court (as that term is defined below) can, but you should note that arbitration proceedings are usually simpler and more streamlined than trials or other judicial proceedings.

(d) This arbitration addendum and the arbitration portions of the Agreement are made pursuant to a transaction involving interstate commerce, and shall be governed by the Federal Arbitration Act, 9 U.S.C. Sections 1-16, as it may be revised from time to time (the “FAA”). The arbitrator (or three arbitrator panel, if applicable) shall apply applicable substantive law consistent with the FAA and applicable statutes of limitations and shall honor claims of privilege recognized by law and, at the timely request of either party, shall provide a brief written explanation of the basis for the award. In conducting the arbitration, the arbitrator (or three arbitrator panel, if applicable), shall not apply the Federal or any state rules of civil procedure or rules of evidence.

(e) In order to ensure that binding arbitration is a meaningful remedy for you, vRide will (i) not object to the arbitration taking place in the state and county in which you reside, or if there is no AAA office in such county, in the closest county to the county in which you reside and (ii) pay your share of arbitration fees (not your attorney’s fees and costs) if you agree to limit your recovery, if any, against vRide, its affiliates or its Partners to less than $500.00 in the aggregate at the commencement of the arbitration unless vRide’s payment of all or a portion of your share of such fees is required by AAA’s rules, supplementary procedures and protocols on consumer arbitrations, if applicable.

(f) Except as provided by AAA’s rules, supplementary procedures and protocols on consumer arbitrations, if applicable, you and vRide agree to split equally (50/50) the arbitrator’s or arbitration association’s costs and fees, including travel expenses. You are responsible for paying your portion of the fees charged by AAA. If you believe that you cannot afford the AAA’s fee, you may apply to the AAA for a fee waiver.

(g) To commence an arbitration against any Indemnified Party, you must complete a short form, submit it to AAA and send a copy of the completed form to vRide at: vRide, Inc., 309 Cherry Street, Philadelphia, PA 19106 Attn: General Counsel, and if a Partner or any of its employees, officers or directors is named as a party to the arbitration, to such Partner at its principal place of business via a recognized process server or U.S. Mail, First Class, certified, return receipt requested.

(h) Decisions by the arbitrator are enforceable in court and may be overturned by a court only for very limited reasons. Decisions by the arbitrator may be appealed only in the event that the arbitrator’s award exceeds $100,000.00. In such a case, either party can appeal the award only to a three-arbitrator panel administered by the AAA, which panel shall reconsider de novo any aspect of the initial award or any ruling made by the initial arbitrator. The three-arbitrator panel’s decision shall be final and enforceable in court and may be overturned by a court only for very limited reasons.

(i) All awards, rulings, memorandums of award, settlement agreements, documents exchanged in discovery including any expert reports, declarations and business or personal records, deposition transcripts and recordings related, in any way, to an arbitration shall be kept confidential by the parties for a period of fifteen (15) years from the date of the initial arbitrator’s ruling (or, the date of the ruling of the three arbitrators panel, if applicable) and not disclosed to any other person or entity except (i) the parties’ respective accountants, tax advisors, immediate family members and attorneys strictly on a need to know basis and (ii) in the event that a party commences a judicial proceeding to enforce an arbitrator’s award or otherwise enforce compliance with the arbitration and dispute resolution provisions of this Agreement.

(j) You may represent yourself at an arbitration or be represented by an attorney of your choosing. Each party shall bear and pay its own attorney’s fees and costs.

(k) Any proceeding to confirm, modify or vacate an arbitration award shall be commenced in any court of competent jurisdiction. Only a court of competent jurisdiction, and not an arbitrator, shall decide all issues regarding the enforceability of this arbitration agreement and class action and class arbitration waiver. In the event that a court rules that you or other users of the Services can file, bring, join or prosecute a lawsuit as a class or other representative body, against any one of the Indemnified Parties, such lawsuit shall only proceed in the Court, not in arbitration or any other court. All references to a “Court” in this Agreement refer exclusively to the federal courts located in Philadelphia County, Pennsylvania and, in the event that federal court jurisdiction does not exist, in the state courts located in Philadelphia County, Pennsylvania. You hereby irrevocably consent to the jurisdiction of the Court for such purpose. You also hereby consent to the WAIVER OF YOUR RIGHT TO A TRIAL BY JURY.

(l) Notwithstanding anything to the contrary herein, all claims or disputes that either party has against the other must be brought within one (1) year of the date that the party who wishes to bring the claim or commence the legal/arbitration proceeding knew or should have known about such claim or dispute.

11. NOTICE.

Except as expressly provided herein, there are no intended third party beneficiaries under this Agreement. In addition to the methods of electronic notice provided for above, all notices required to be sent hereunder or desired to be sent to the other party shall be addressed if to (i) vRide at: vRide, Inc., 309 Cherry Street, Philadelphia, PA 19106 Attn.: General Counsel, and (ii) you at the address that you provided to vRide in the process of registration for the Services. Except as stated elsewhere above, notice shall only be deemed effectively given (x) on the date of hand delivery to the addresses set forth in subsection (i) and (ii) above; (y) five days after deposit in the U.S. Mail, First Class, Postage Prepaid or (z) at the time of delivery confirmation as recorded by a nationally recognized overnight courier (i.e. UPS/FedEx). Either party may change their notice address only when done in writing and sent in accordance with the provisions of this Section.

12. OTHER CONTRACT TERMS.

You shall not assign this Agreement or any of your rights, benefits, duties or obligations hereunder without the prior written consent of vRide (which may be withheld by vRide at its sole discretion) and any attempted assignment in contravention of this Section shall be null and void. No failure to exercise and no delay in exercising any right, remedy, or power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right, remedy, or power hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, or power provided herein or by law or in equity. No waiver shall not operate as a waiver of, or estoppel with respect to, any other or subsequent failure. If any provision of this Agreement, or the application thereof to any person, place, or circumstance, shall be held by the court to be invalid, unenforceable, or void, the remainder of this Agreement and such provisions as applied to other persons, places, and circumstances shall remain in full force and effect and the provision found invalid, unenforceable or void shall be automatically revised to the most minimal extent necessary to conform with applicable law. All questions concerning the enforceability, construction, validity and interpretation of this Agreement will be governed by and construed in accordance with the domestic laws of the Commonwealth of Pennsylvania, without giving effect to any choice of law or conflict of law provision or rule. The terms of this Agreement including all documents incorporated by reference herein are intended by the parties to be in the final, integrated expression of their agreement with respect the subject matter and transactions contemplated hereby, and such expression cannot be contradicted by evidence of any prior or contemporaneous agreements, promises, understandings, representations or other statements, and all such statements shall be deemed to be unenforceable, rescinded and revoked prior to your acceptance of this Agreement. The language used in this Agreement shall be deemed to be the language chosen by the parties to express their mutual intent. No rule of strict construction or presumption against the drafter shall be applied against either party. Each party’s respective duties, obligations and rights hereunder that, by their nature, survive the termination or expiration of this Agreement, shall survive any such termination or expiration. Without limiting the generality o the foregoing, your obligations, duties, agreements and acknowledgments under the Sections 1, 3(c), 4, 5, 6, 7, 8, 9, 10, 11 and 12 shall survive the termination or expiration of this Agreement. You and vRide agree that no agency, contractor, independent contractor or joint venturer relationship or agreement is established by this Agreement or the relationship of the parties. Neither party has the power or authority to represent or bind the other party.



1 vRide and vRide2Go are trademarks owned by vRide, Inc. www.vride.com is a domain name and website owned by vRide, Inc.

2 The vRide2Go App is available to certain vRide customers based on Your employer’s preferences. To inquire about vRide2Go, please contact us at help@vride.com.