Terms of Service

Last updated January 1, 2026

AGREEMENT TO OUR LEGAL TERMS

We are Let’s Carpool Corp. (“Company,” “we,” “us,” “our”), a corporation duly registered in Delaware, United States with our address at 1007 N. Orange Street, 4th Floor, Suite #3978, Wilmington, Delaware 19801. Our phone number is (+1) 941-531-9897. Our email address is techsupport@letscarpool.com.

We operate the website https://www.letscarpool.com (the “Site”), the mobile application, Let’s Carpool (the “App”)(together, the “Platform”), as well as any other related products and services that refer or link to these legal terms (the “Legal Terms”) (collectively, the “Services”).

These Legal Terms constitute a legally binding agreement made between us and you, a user of the Services, whether personally or on behalf of an entity (the “User” or “you”). These Legal Terms govern your access to and use of the Services. You agree that by accessing the Services, you have read, understood and agreed to be bound by all of these Legal Terms.

IF YOU DO NOT AGREE WITH ALL OF THESE LEGAL TERMS, THEN YOU ARE EXPRESSLY PROHIBITED FROM USING THE SERVICES AND YOU MUST DISCONTINUE USE IMMEDIATELY.

Supplemental terms and conditions or documents that may be posted on the Services from time to time are hereby expressly incorporated by reference. We reserve the right, in our sole discretion, to make changes by updating the “Last updated” date of these Legal Terms, and you waive any right to receive specific notice of each such change. It is your responsibility to periodically review these Legal Terms to stay informed of any updates. You will be subject to and will be deemed to have been made aware of and to have accepted the changes in any revised Legal Terms by your continued use of the Services after the date such revised Legal Terms are posted.

THE SERVICES ARE FOR USERS WHO ARE AT LEAST 18 YEARS OF AGE. PERSONS UNDER THE AGE OF 18 ARE PROHIBITED FROM REGISTERING FOR THE SERVICES OR USING THE PLATFORM.

We recommend that you print a copy of these Legal Terms for your records.

1. Definitions

In these Legal Terms, the following definitions apply:

“Account” means the account that must be created in order to become a user of the Platform and its Services.

“Carpool” refers to an organizational tool created by a user when they want to coordinate travel with people that they know. Carpools are created only for people with existing social or Self-Verified Connections. A user may choose to create a Carpool and optionally share it with a Group, but Carpools do not originate from Groups. A Carpool is not an assignment of a Driver and creating a Carpool does not mean the creator is the person who will physically drive a car.

“Carpool Administrator” refers to the user who creates a Carpool when they want to coordinate travel with people that they know who are Self-Verified Connections. A Carpool Administrator can approve participants, edit the Carpool or delete the Carpool.

“Driver” refers to a user who is physically driving the Carpool car. A Driver can also be the individual chosen by the other participants in the Carpool to order an Uber or Lyft (or other transportation option) or otherwise coordinate transportation for the remaining members of the Carpool. The Driver is the only person entitled to reimbursement for cost-sharing among the passengers for incurred travel expenses.

“Group” refers to a set of people connected around a shared interest or event (e.g., a wedding, a club, a friend circle). Groups are social connections and not ride offers. Groups exist independently of travel.

“Passenger” refers to those members of the Carpool who are not the Driver.

“Self-Verified Connections” refers to members of a Group selected as set forth below.

2. Who We Are and What We Do (and Don’t Do)

The Let’s Carpool Platform is a NON-COMMERCIAL software suite designed exclusively to help “Self-Verified Connections” who are all attending the same specific event communicate with each other to arrange among themselves to share a ride to and from that event and to split its costs. The Platform is accessible on the Site and the App. Self-Verified Connections use the messaging functions of the Platform to communicate with each other to form Groups and to coordinate sharing a ride, if they so choose. Groups exist independent of any travel that may occur. A user of the Platform may choose to create a Carpool to coordinate travel with people that they know in their Group. If a Carpool is created by a user, that user becomes the Carpool Administrator**.** The Carpool Administrator can approve participants in the Carpool, edit the members of the Carpool or delete the Carpool altogether. Carpools are private ride offers, not public ones.

The Platform DOES NOT match any Passengers with Drivers, nor assign a Driver — it only provides the communication facilities for Self-Verified Connections to do so. The Platform DOES NOT operate a for-profit transportation network, or a drive-for-hire transport service, or any other form of commercial transportation business.The Platform ONLY facilitates the ride-sharing needs of Carpools created by Self-Verified Connections.. The Platform DOES NOT identify who is actually driving a car, only the Carpool Administrator and participants of the Carpool make that decision. All users assume all responsibility for their own transportation decisions.

IMPORTANT NOTE: A “Self-Verified Connection” is a person that YOU, the User, know and trust enough to feel safe riding in the same automobile with them as a fellowparticipant in a Carpool. A “Carpool Administrator” is the person who creates the Carpool. If you are the Carpool Administrator that means that you are willing to either drive the automobile yourself or allow another member of the Carpool to drive an automobile or use Uber/Lyft or coordinate other transportation. The Platform will require you to identify and confirm all Self-Verified Connections and will only recognize Carpools in which all members are Self-Verified Connections of each other. However, the Platform CAN NOT verify your comfort level with your own Self-Verified Connections and Drivers — those comfort levels are entirely your responsibility. If you would not be comfortable riding in the same car with someone, do not make that person a Self-Verified Connection. If you would not be comfortable having someone, even if a Self-Verified Connection, drive the car you are in, do not be a passenger in that car by being in that Carpool. You are solely responsible for ensuring that you only let people you trust share and/or drive a car that you are in. We have no control or influence over the actions of any person, including any Self-Verified Connections or Carpool Administrators, in connection with any activity arranged by using the Platform. Accordingly, you assume all risks of any activities in which you participate that are arranged by using the Platform.

Service Nature and Legal Classification:

Let’s Carpool is NOT a “transportation network company” (“TNC”), rideshare service, taxi service or for-hire transportation service.
Our platform facilitates non-commercial carpooling among its Users who are Self-Verified Connections, and is therefore exempt from commercial transportation and TNC regulations
Drivers may NOT receive any form of profit, income or compensation beyond reimbursement for actual trip expenses
All rides must be event-specific; all Carpools must comprise Self-Verified Connections only.

Cost-Sharing Guidelines:

Cost-sharing is limited to actual trip expenses like fuel/electricity, tolls, and parking only
Cost-sharing rates may not exceed the then-current IRS standard mileage rate where applicable for legitimate carpooling
No tips, surcharges, or additional fees are permitted
Drivers may NOT profit from any cost-sharing arrangement
IMPORTANT NOTE: any exchange of funds through the platform constitutes reimbursement of actual expenses only, not compensation for transportation services. All cost-sharing transactions are structured as expense reimbursement, not payment for services rendered.

Tax and Regulatory Compliance:

Users are solely responsible for compliance with all applicable tax laws and regulations
Users must maintain accurate records of all cost-sharing transactions
While non-profit cost-sharing generally should not generate taxable income under the Internal Revenue Code, it may be reportable for tax purposes in some jurisdictions.
We do not provide tax advice or guarantee tax compliance
Users should consult with qualified tax professionals regarding their specific tax obligations, if any.

State-Specific Compliance:

Many jurisdictions expressly exempt non-profit carpooling from TNC laws and regulations. However, laws vary and change; you are solely responsible for compliance in your jurisdiction. You are also responsible for compliance with local carpooling regulations and requirements in your jurisdiction.

Insurance and Liability:

Drivers are designated by the Carpool members. We do not select Carpool Administrators or qualify any User to be or not to be a Carpool Administrator or a Driver.
Within any Carpool, if you are designated as the Driver of the Carpool, you represent and warrant to the other members of the Carpool being driven that you maintain your own personal auto insurance coverage and that carpooling is a covered activity.
The Company does not provide transportation insurance and expressly disclaims liability for any losses incurred in any activity arranged for through the Platform.
IMPORTANT NOTE: Personal automotive insurance may deny coverage if the insurer believes the relevant driving activities are commercial in nature. All Users of the Platform acknowledge and assume this risk and agree to be solely responsible for ensuring adequate insurance coverage for all carpooling activities.

User Safety Requirements:

If you are designated as the Driver for a Carpool, you represent and warrant to the other members of the Carpool being driven that you hold a valid driver’s license, that the vehicle being used is duly registered and has passed its most recently required inspection, and is otherwise roadworthy and compliant with local safety requirements.
IMPORTANT NOTE: We do NOT conduct any background checks, identify verification or safety verification of any Drivers or their vehicles. We also do NOT verify the accuracy of any user-provided information, including driver’s licenses, vehicle registration, or personal details. Users are solely responsible for verifying the identity, safety and trustworthiness of any person they choose as a Self-Verified Connection or Driver. All verification and safety assessments are the sole responsibility of the individual users. We give no assurance regarding the safety, reliability or suitability of any user, and each user assumes all risks arising from any activities arranged by using the Platform.

3. Registration to use The Services

You must register to use the Services. You may not register for the Services unless you have read and accepted these Legal Terms, and by registering for the Services you acknowledge that you have read and accepted these Legal Terms.

Only natural persons aged 18 or over may register to use the Services. Registration by persons under 18 years of age is strictly prohibited. In registering to use the Services, and each time you access or use the Platform, you represent and warrant that you are aged 18 or over.

Upon registration through the Site or the App, you will be issued a username and password. You agree to keep your username and password confidential and will be responsible for all use of your Account and password. We reserve the absolute and unreviewable right to reclaim or change a username and/or password that you select, if we determine, in our sole discretion, that such username and/or password is inappropriate, obscene or otherwise objectionable.

4. Requirements to Use the Services

By using the Services, you represent and warrant that: (1) all information you submitted upon registration was and continues to be true, accurate, current, and complete; (2) you will maintain the accuracy of such information and promptly update such registration information as necessary; (3) you have the legal capacity and you agree to comply with these Legal Terms; (4) you are not a minor in the jurisdiction in which you reside and are age 18 or over; (5) you will not access the Services through automated or non-human means, whether through a bot, script or otherwise; (6) you will not use the Services for any illegal or unauthorized purpose; (7) your use of the Services will not violate any applicable law or regulation; (8) you understand that Let’s Carpool is a non-commercial carpooling Platform and not a commercial transportation service; (9) you will not use the Platform for any commercial transportation activities, rideshare services, or for-hire transportation; (10) you understand that cost-sharing is limited to actual trip expenses only and you will not profit from any carpooling arrangement; (11) you will only participate in rides with Self-Verified Connections to specific events or destinations; and (13) YOU ACKNOWLEDGE AND AGREE THAT LET’S CARPOOL DOES NOT VERIFY, INVESTIGATE, OR CONDUCT BACKGROUND CHECKS ON ANY USERS, AND YOU ARE SOLELY RESPONSIBLE FOR VERIFYING THE IDENTITY, SAFETY, AND TRUSTWORTHINESS OF ANY PERSON YOU CHOOSE TO CONNECT WITH OR RIDE WITH.

We have the right to suspend or terminate your Account and refuse any and all current or future use of the Platform or any Services (or any portion thereof) if you provide any information that is untrue, inaccurate, not current, or incomplete.

5. Financial Considerations

A. For Payments Due to Us:

Payment Terms

We accept the following forms of payment for fees owed to us (but not including reimbursement of Carpool expenses to Drivers---See Subpart B, below):

Visa
Mastercard
American Express

You agree to provide current, complete, and accurate credit card account information for all charges incurred to us for using the Services, including your email address, payment method, and payment card address, card number, expiration date, and security code as required to complete your transactions and contact you as needed. You authorize us to charge your chosen payment provider for any such amounts upon placing your order. All payments shall be in US dollars.

Payments due to us may include registration fees and other charges that may apply for accessing and using the services from time-to-time, and the cost to purchase and ship any merchandise that may be available through the Platform from time-to-time. Sales tax may be added to the price of purchases as we may deem to be required by law. We may change any charges and prices we impose at any time without prior notice to you, and we reserve the right to correct any errors or mistakes in pricing, even if we have already requested or received payment.

Subscriptions

Your subscription will continue and automatically renew unless canceled. You consent to our charging your payment method on a recurring basis without requiring your prior approval for each recurring charge, until such time as you cancel the applicable order. The length of your billing cycle will depend on the type of subscription plan you choose when you subscribed to the Services.

Free Trials

We may offer a 30-day free trial to select Users who register with the Services. The Account will be charged according to the User’s chosen subscription at the end of the free trial.

Cancellation and Refunds

You can cancel your subscription at any time by logging into your Account. Your cancellation will take effect at the end of the current paid term.

New subscriptions may be canceled within 3 days of initial purchase for a full refund
Automatic renewal charges may be refunded within 7 days if you were not properly notified of the renewal
Refunds will be processed within 30 days of cancellation
No refunds for partial months or unused portions of subscriptions
Refunds are subject to applicable law and may vary by jurisdiction

If you have any questions or are unsatisfied with our Services, please email us at techsupport@letscarpool.com.

Fee Changes:

We may, from time to time, make changes to the Preferred subscription fee and will communicate any price changes to you in accordance with applicable law.

B. For Payments to Drivers by Passengers

Expenses incurred by a member of a Carpool who is designated the Driver is reimbursed directly to the member incurring the expense. Such reimbursements are NOT paid to us. The Platform provides the mechanism for determining how much needs to be paid by whom and to whom. The payments themselves are facilitated by a third-party payment processor. We have initially selected [Stripe Connect (“Stripe”)] to be the payment processor for the reimbursement of expenses, but we reserve the right to change payment processors at any time.

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Any User who wishes to be reimbursed must set up a Stripe Connect “connected account.” Passengers in the Carpool enter their payment information through Stripe’s secure interface. Stripe stores and tokenizes the payment credentials.

When an expense arises (fuel, tolls, parking, etc.), the User who paid for the expense provides the relevant amount through the Platform. The Platform calculates each Passenger’s share based solely on the information provided by Users. The Platform will then send Stripe an instruction specifying the amounts to be charged to each Passenger and the reimbursement amount to be sent to the connected account that should receive the reimbursement.

Stripe then charges each Passenger’s stored payment method and deposits the corresponding reimbursement amount into the Driver’s connected Stripe account. If Let’s Carpool implements Platform fees, Stripe will deduct those fees automatically within the Stripe Connect framework before issuing the reimbursement payout to the connected account receiving the reimbursement.

Stripe handles all aspects of payment processing, PCI compliance, data security and regulatory obligations associated with transmitting funds.

Payment processing services provided by Stripe are subject to the Stripe Connected Account Agreement, which includes the Stripe Services Agreement (collectively, the “Stripe Terms”). By using the Platform to receive payment proceeds, you agree to be bound by the Stripe Terms, which may be modified from time to time.

IMPORTANT NOTE: We do NOT verify, audit, or approve any user-reported expenses for reimbursement. Drivers will self-report any costs that they want shared (fuel, parking, tolls, etc.) by the Passengers and the Passengers will agree to those amounts before any charge is sent to the Stripe. We will NOT validate whether any expense is accurate or legitimate. We will only facilitate charges based on user-submitted amounts that all members of the Carpool expressly consent to. All cost-sharing arrangements are solely between the Passengers and the Driver of the Carpool. As set forth above, Stripe, NOT Let’s Carpool, handles all onboarding, identity verification, compliance steps and payouts. Funds are transferred directly by Stripe to the connected account holder. We NEVER receive funds into our own bank accounts and never see or store any card numbers on behalf of anyone in the Carpool. We only provide user instructions to Stripe based on amounts calculated from User-imputed data.

6. Prohibited Activities

LET’S CARPOOL IS A NON-COMMERICAL CARPOOLING PLATFORM DESIGNED EXCLUSIVELY FOR COST-SHARING AMONG SELF-VERIFIED CONNECTIONS ATTENDING THE SAME SPECIFIC EVENTS. YOU MAY NOT ACCESS OR USE THE SERVICES FOR ANY PURPOSE OTHER THAN THAT FOR WHICH WE MAKE THE SERVICES AVAILABLE. ANY ATTEMPT TO USE THE PLATFORM OR THE SERVICES FOR COMMERCIAL TRANSPORTATION SERVICES WILL RESULT IN IMMEDIATE ACCOUNT TERMINATION AND MAY RESULT IN LEGAL ACTION.

In furtherance of this general prohibition, you, as a user of the Platform and the Services, expressly agree not to engage in the following conduct, all of which are strictly prohibited:

Interfere with the Platform’s Security and Integrity by, for example:

Systematically retrieving data or other content from the Platform to create or compile, directly or indirectly, a collection, compilation, database, or directory without written permission from us.
Tricking, defrauding, or misleading the Platform, us and other users, especially in any attempt to learn sensitive account information such as user passwords.
Circumventing, disabling, or otherwise interfering with security-related features of the Platform, including features that prevent or restrict the use or copying of any Content or enforce limitations on the use of the Services and/or the Content contained on the Platform.
Attempting to bypass any measures of the Platform designed to prevent or restrict access to any portion of the Platform and/or the Services.
Copying or adapting our software, including but not limited to Flash, PHP, HTML, JavaScript, or other code that instantiates any part of the Platform or the Services.
Except as permitted by applicable law, deciphering, decompiling, disassembling, or reverse engineering any of the software comprising, instantiating or in any way making up any part of the Platform.
Engaging in unauthorized framing of or linking to the Platform or the Services.

Jeopardize User Conduct and Safety, by, for example

Using any information obtained from the Platform in order to harass, abuse, or harm another person.
Harassing, annoying, intimidating, or threatening any of our employees or agents engaged in providing any portion of the Services to you.
Disparaging, tarnishing, or otherwise harming, in our opinion, us and/or the Services.
Making improper use of our support services or submitting false reports of abuse or misconduct.
Attempting to impersonate another user or person or using the username of another user.

Engage in Technical Misuse and Abuse of the Platform, by, for example

Uploading or transmitting (or attempting to upload or to transmit) viruses, Trojan horses, or other material, including excessive use of capital letters and spamming (continuous posting of repetitive text), that interferes with any party’s uninterrupted use and enjoyment of the Platform or Services or modifies, impairs, disrupts, alters, or interferes with the use, features, functions, operation, or maintenance of the Platform or Services.
Engaging in any automated use of the Platform, such as using scripts to send comments or messages, or using any data mining, robots, or similar data gathering and extraction tools.
Except as may be the result of standard search engine or Internet browser usage, using, launching, developing, or distributing any automated system, unauthorized script or other software, including without limitation, any spider, robot, cheat utility, scraper, or offline reader, that accesses the Platform or the Services.
Uploading or transmitting (or attempting to upload or to transmit) any material that acts as a passive or active information collection or transmission mechanism with respect to the Platform or the Services, including without limitation, clear graphics interchange formats (“gifs”), 1×1 pixels, web bugs, cookies, or other similar devices (sometimes referred to as “spyware” or “passive collection mechanisms” or “pcms”).
Interfering with, disrupting, or creating an undue burden on the Platform or the Services or the networks or services connected to the Platform or the Services, including but not limited to by launching distributed denial of service and other DNS attacks.

Misuse Your Account, the Platform or the Services, by, for example

Deleting the copyright or other proprietary rights notice from any Content (as defined below).
Making any unauthorized use of the Platform or the Services, including collecting usernames and/or email addresses of users by electronic or other means for the purpose of sending unsolicited email, or creating user accounts by automated means or under false pretenses.
Using a buying agent or purchasing agent to use or make purchases on the Platform.
Using the Platform as part of any effort to compete with us or otherwise use the Platform, the Services and/or any Content for any revenue-generating endeavor or commercial enterprise.
Using the Platform to advertise or offer to sell goods and services.
Selling or otherwise transferring your profile.
Using the Platform or the Services in a manner inconsistent with any applicable laws or regulations.

Engage in Commercial Transportation Activities by, for example

Using the platform to operate or solicit commercial transportation services of any kind.
Using the platform as a rideshare, taxi, or for-hire transportation service.
Earning any form of profit, income, or compensation for providing rides.
Operating as a professional driver.
Advertising or offering paid rides to the general public.

Violate Our Ride- and Cost-Sharing Rules by, for example

Offering rides to persons who are not Self-Verified Connections of the Carpool being driven.
Allowing unapproved passengers to join a Carpool (no “plus ones” or last-minute guests)
Misrepresenting ride details (pickup/drop-off times, locations, seat availability, destinations, or cost-sharing arrangements).
Pressuring or harassing users to join Groups or Carpools
Using the Platform to arrange to deliver goods or packages.
Repeatedly joining and canceling rides without valid reason.
Failing to follow a driver’s safety instructions (such as seat belt use, noise and distraction controls).
Damaging, littering, or leaving personal items in the driver’s vehicle

Seeking reimbursement as a driver for more than actual trip expenses (fuel, tolls, parking only).
Requesting or accepting tips, surcharges, or any additional fees beyond actual costs.
Requesting milage rates that exceed the IRS standard mileage rate where applicable for cost-sharing
Profiting from any cost-sharing arrangement.
Gaming the system to receive compensation for driving.

Violate Applicable Laws by, for example

Violating any local, state, or federal transportation regulations.
Operating without proper licensing where required.
Using personal vehicles for commercial purposes without proper insurance.
Violating Transportation Network Company (TNC) regulations.

In addition, by joining a Carpool, Self-Verified Connections agree with us and with each other not to engage in conduct that may reasonably be foreseen to be a cause of injury to themselves or others. Such conduct may include the following, and we reserve the right to terminate the access of any person to the Platform or the Services who we learn, from Users or otherwise, has engaged in:

Driving or riding under the influence of drugs or alcohol.
Using unregistered, uninsured, or unsafe vehicles.
Bringing pets or animals without prior approval from the Driver and all Passengers.
Bringing prohibited or dangerous items into the vehicle.
Engaging in any form of sexual harassment or inappropriate conduct.
Making others feel unsafe or uncomfortable through unwanted attention.
Discriminatory or hateful speech or actions.
Threats, intimidation, or violence of any kind.
Disruptive or disrespectful behavior during rides

Recording or photographing other users without consent.
Sharing another user’s personal or private information.
Retaliation against users for reporting misconduct.

7. Personal Data

In the context of your use of the Services, we will collect and process some of your personal data as described in the Privacy Policy: https://docs.letscarpool.com/privacy-policy/

8. Intellectual Property

Our Intellectual Property:

We are the owner or the licensee of all intellectual property rights relating to the Platform and the Services, including all source code, databases, functionality, software, website designs, audio, video, texts, photographs and graphics in the Services (collectively, the “Content”), as well as the trademarks, service marks, and logos contained therein (the “Marks”).

Our Content and Marks are protected by copyright and trademark laws (and various other intellectual property rights and unfair competition laws) and treaties in the United States and around the world.

The Content and Marks are provided in or through the Services “AS IS” for your personal, non-commercial use only.

Your Use of Our Services

Subject to your compliance with these Legal Terms, including the “Prohibited Activities” section above, we grant you a non-exclusive, non-transferable, revocable license to:

access the Platform and the Services; and
download or print a copy of any portion of the Content to which you have properly gained access, solely for your personal, non-commercial use.

Except as set out in this section or elsewhere in our Legal Terms, no part of the Platform or the Services and no Content or Marks may be copied, reproduced, aggregated, republished, uploaded, posted, publicly displayed, encoded, translated, transmitted, distributed, sold, licensed, or otherwise exploited for any commercial purpose whatsoever, without our express prior written permission.

If you wish to make any use of the Platform, Services, Content or Marks other than as set forth in this section or elsewhere in our Legal Terms, please address your request to techsupport@letscarpool.com. If we ever grant you the permission to post, reproduce or publicly display any part of our Services or Content, you must identify us as the owners or licensors of the Services, Content, or Marks and ensure that any copyright or proprietary notice appears or is visible on posting, reproducing, or displaying our Content.

We reserve all rights not expressly granted to you in and to the Services, Content and Marks.

Any breach of these Intellectual Property Rights will constitute a material breach of our Legal Terms and your right to use our Services will terminate immediately.

Your Contributions (as defined below)

Please review this section and the “Prohibited Activities” section carefully prior to using our Platform and Services to understand (a) the rights you give us and (b) the obligations you have when you post or upload any content though the Services.

“User Submissions”: User Submissions are any content, information, data or materials that you post, upload, e-mail, transmit or otherwise make available to us. User Submissions may include commentary, feedback, suggestions, ideas, requests, for service or product enhancements, and submissions of entries for competitions and promotions. You acknowledge and agree that all User Submissions provided by you are non-confidential and non-proprietary.

You understand and acknowledge that you are responsible for any User Submissions you submit or contribute and you, not us, have full responsibility for such content, including its legality, reliability, accuracy, and appropriateness. You acknowledge and agree that you have no expectation of compensation, privacy, or confidentiality with respect to any User Submissions. By providing User Submissions, you grant us and our service providers, as well as each of our respective licensees, successors, and assigns, a worldwide, non-exclusive, irrevocable, perpetual, royalty-free, transferable, sublicensable license to use, view, copy, adapt, sell, transfer, modify, remove, publish, transmit, distribute, broadcast, stream, perform, publicly display, create derivative works of, or otherwise exploit in any manner such User Submissions for any purpose without further notice to or consent from you, and without compensation to you or any other person or entity, including for the purpose of promoting Let’s Carpool and its Services.

“Contributions” refers to any matter that you enter on to the Platform, including by sending us a question, comment, suggestion, idea, feedback, or other information about the Platform or the Services, or by participating in or contributing to any chats, blogs, message boards, online forums, and other functionality during which you may create, submit, post, display, transmit, publish, distribute, or broadcast content and materials through the Platform or the Services, including but not limited to text, writings, video, audio, photographs, music, graphics, comments, reviews, rating suggestions, personal information, or other material. You understand that Contributions may be viewable by other users of the Services and possibly through third-party websites. As such, any Contributions you transmit may be treated as non-confidential and non-proprietary. When you create or make available any Contributions, you hereby represent and warrant that:

The creation, distribution, transmission, public display, or performance, and the accessing, downloading, or copying of your Contributions do not and will not infringe the proprietary rights, including but not limited to the copyright, patent, trademark, trade secret, or moral rights of any third party.
You are the creator and owner of or have the necessary licenses, rights, consents, releases, and permissions to use and to authorize us, the Services, and other users of the Services to use your Contributions in any manner contemplated by the Services and these Legal Terms.
You have the written consent, release, and/or permission of each and every identifiable individual person in your Contributions to use the name or likeness of each and every such identifiable individual person to enable inclusion and use of your Contributions in any manner contemplated by the Services and these Legal Terms.
Your Contributions are not false, inaccurate, or misleading.
Your Contributions are not unsolicited or unauthorized advertising, promotional materials, pyramid schemes, chain letters, spam, mass mailings, or other forms of solicitation.
Your Contributions are not obscene, lewd, lascivious, filthy, violent, harassing, libelous, slanderous, or otherwise objectionable (as determined by us).
Your Contributions do not ridicule, mock, disparage, intimidate, or abuse anyone.
Your Contributions are not used to harass or threaten (in the legal sense of those terms) any other person and to promote violence against a specific person or class of people.
Your Contributions do not violate any applicable law, regulation, or rule.
Your Contributions do not violate the privacy or publicity rights of any third party.
Your Contributions do not violate any applicable law concerning child pornography or otherwise intended to protect the health or well-being of minors.
Your Contributions do not include any offensive comments that are connected to race, national origin, gender, sexual preference, or physical handicap.
Your Contributions do not otherwise violate, or link to material that violates, any provision of these Legal Terms, or any applicable law or regulation.

Any use of the Platform or the Services in violation of the foregoing violates these Legal Terms and may result in, among other things, termination or suspension of your rights to use the Services.

By posting your Contributions (including use of your name, trademarks, and logos) to any part of the Platform, you automatically grant, and you warrant that you have the right to grant, to us an unrestricted, unlimited, irrevocable, perpetual, non-exclusive, transferable, royalty-free, fully-paid, worldwide right, and license to: host, use, copy, reproduce, distribute, sell, resell, publish, broadcast, retitle, archive, store, cache, publicly perform, publicly display, reformat, translate, excerpt (in whole or in part), and distribute your Contributions (including, without limitation, your image, name and voice) for any purpose, commercial, advertising, or otherwise, and to prepare derivative works of, or incorporate into other works, your Contributions, and to sublicense the licenses granted in this section. Our use and distribution may occur in any media formats and through any media channels.

This license will apply to any form, media, or technology now known or hereafter developed, and includes our use of your name, company name, and franchise name, as applicable, and any of the trademarks, service marks, trade names, logos, and personal and commercial images you provide. You waive all moral rights in your Contributions, and you warrant that moral rights have not otherwise been asserted by others in your Contributions.

We do not assert any ownership over your Contributions. You retain full ownership of all of your Contributions and any intellectual property rights or other proprietary rights associated with your Contributions. We are not liable for any statements or representations in your Contributions provided by you in any area on the Platform or the Services. You expressly agree to waive any and all claims against and not to commence any legal action against us arising out of our use of your Contributions.

We have the right, in our sole and absolute discretion, (1) to edit, redact, or otherwise change any Contributions; (2) to re-categorize any Contributions to place them in more appropriate locations on the Platform; and (3) to pre-screen or delete any Contributions from the Platform at any time and for any reason, without notice. We have no obligation to monitor your Contributions.

You are solely responsible for the content of your Contributions, and otherwise for what you post or upload to the Platform and when you do so. By sending us Contributions or making Contributions accessible through the Platform by linking any of your social networking accounts to your account on the Platform, you:

confirm that you have read and agree with our “PROHIBITED ACTIVITIES” and will not post, send, publish, upload, or transmit through the Platform any Contribution that is illegal, harassing, hateful, harmful, defamatory, obscene, bullying, abusive, discriminatory, threatening to any person or group, sexually explicit, false, inaccurate, deceitful, or misleading;
to the extent permissible by applicable law, waive any and all moral rights to any such Contributions;
warrant that any such Contributions are original to you or that you have the necessary licenses to submit such Submissions and/or Contributions and that you have full authority to grant us the above-mentioned rights in relation to your Contributions; and
warrant and represent that your Contributions do not constitute confidential information of any third-party.

Although we have no obligation to monitor any Contributions, we have the right to remove or edit any Contributions at any time without notice if in our reasonable opinion we consider such Contributions harmful or in breach of these Legal Terms. Removal or editing of any such Contributions does not preclude us from, in appropriate cases, suspending or disabling your account or reporting you to appropriate law enforcement authorities.

Notifications

We respect the intellectual property rights of others. If you believe that any material available on or through the Platform or the Services infringes upon any copyright you own or control, please immediately notify our Designated Copyright Agent using the contact information provided below (a “Notification”). A copy of your Notification will be sent to the person who posted or stored the material addressed in the Notification. Please be advised that pursuant to federal law you may be held liable for damages if you make material misrepresentations in a Notification. Thus, if you are not sure that material located on or linked to by the Services infringes your copyright, you should consider first contacting an attorney.

All Notifications should meet the requirements of the Digital Millennium Copyright Act (“DMCA”) 17 U.S.C. § 512(c)(3) and include the following information: (1) A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed; (2) identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works on the Services are covered by the Notification, a representative list of such works on the Services; (3) identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate the material; (4) information reasonably sufficient to permit us to contact the complaining party, such as an address, telephone number, and, if available, an email address at which the complaining party may be contacted; (5) a statement that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and (6) a statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed upon.

Counter Notification

If you believe your own copyrighted material has been removed from the Services as a result of a mistake or misidentification, you may submit a written counter notification to our Designated Copyright Agent using the contact information provided below (a “Counter Notification”). To be an effective Counter Notification under the DMCA, your Counter Notification must include substantially the following: (1) identification of the material that has been removed or disabled and the location at which the material appeared before it was removed or disabled; (2) a statement that you consent to the jurisdiction of the Federal District Court in which your address is located, or if your address is outside the United States, for any judicial district in which we are located; (3) a statement that you will accept service of process from the party that filed the Notification or the party’s agent; (4) your name, address, and telephone number; (5) a statement under penalty of perjury that you have a good faith belief that the material in question was removed or disabled as a result of a mistake or misidentification of the material to be removed or disabled; and (6) your physical or electronic signature.

If you send us a valid, written Counter Notification meeting the requirements described above, we will restore your removed or disabled material, unless we first receive notice from the party filing the Notification informing us that such party has filed a court action to restrain you from engaging in infringing activity related to the material in question. Please note that if you materially misrepresent that the disabled or removed content was removed by mistake or misidentification, you may be liable for damages, including costs and attorney’s fees. Filing a false Counter Notification constitutes perjury.

Designated Copyright Agent

David LeVine

Attn: Copyright Agent

1007 N. Orange Street

4th Floor, Suite #3978

Wilmington, DE 19801

United States

dlevine@letscarpool.com

9. Other Licensing Issues

Use License

If you access the Services via the App, then we grant you a revocable, non-exclusive, non-transferable, limited right to install and use the App on wireless electronic devices owned or controlled by you, and to access and use the App on such devices strictly in accordance with the terms and conditions of this mobile application license contained in these Legal Terms.

You shall not: (1) except as permitted by applicable law, decompile, reverse engineer, disassemble, attempt to derive the source code of, or decrypt the App; (2) make any modification, adaptation, improvement, enhancement, translation, or derivative work from the App; (3) violate any applicable laws, rules, or regulations in connection with your access or use of the App; (4) remove, alter, or obscure any proprietary notice (including any notice of copyright or trademark) posted by us or the licensors of the App; (5) use the App for any revenue-generating endeavor, commercial enterprise, or other purpose for which it is not designed or intended; (6) make the App available over a network or other environment permitting access or use by multiple devices or users at the same time; (7) use the App for creating a product, service, or software that is, directly or indirectly, competitive with or in any way a substitute for the App; (8) use the App to send automated queries to any website or to send any unsolicited commercial e-mail; or (9) use any proprietary information or any of our interfaces or our other intellectual property in the design, development, manufacture, licensing, or distribution of any applications, accessories, or devices for use with the App.

Apple and Android Devices:

The following terms apply when you use the App obtained from either the Apple Store or Google Play (each an “App Distributor”) to access the Platform or the Services: (1) the license granted to you for our App is limited to a non-transferable license to use the application on a device that utilizes the Apple iOS or Android operating systems, as applicable, and in accordance with the usage rules set forth in the applicable App Distributor’s terms of service; (2) we are responsible for providing any maintenance and support services with respect to the App as specified in the terms and conditions of this mobile application license contained in these Legal Terms or as otherwise required under applicable law, and you acknowledge that each App Distributor has no obligation whatsoever to furnish any maintenance and support services with respect to the App; (3) in the event of any failure of the App to conform to any applicable warranty, you may notify the applicable App Distributor, and the App Distributor, in accordance with its terms and policies, may refund the purchase price, if any, paid for the App, and to the maximum extent permitted by applicable law, the App Distributor will have no other warranty obligation whatsoever with respect to the App; (4) you represent and warrant that (i) you are not located in a country that is subject to a US government embargo, or that has been designated by the US government as a “terrorist supporting” country and (ii) you are not listed on any US government list of prohibited or restricted parties; (5) you must comply with applicable third-party terms of agreement when using the App, e.g., if you have a VoIP application, then you must not be in violation of their wireless data service agreement when using the App; and (6) you acknowledge and agree that the App Distributors are third-party beneficiaries of the terms and conditions in this mobile application license contained in these Legal Terms, and that each App Distributor will have the right (and will be deemed to have accepted the right) to enforce the terms and conditions in this mobile application license contained in these Legal Terms against you as a third-party beneficiary thereof.

10. Third-Party Websites and Content

The Services may contain (or you may be sent via the website or App) links to other websites (“Third-Party Websites”) as well as articles, photographs, text, graphics, pictures, designs, music, sound, video, information, applications, software, and other content or items belonging to or originating from third parties (“Third-Party Content”).

We do not investigate, monitor, or check such Third-Party Websites and Third-Party Content for accuracy, appropriateness, or completeness, and we are not responsible for any Third-Party Websites accessed through the Platform or the Services or any Third-Party Content posted on, available through, or installed on the Platform or the Services, including the content, accuracy, offensiveness, opinions, reliability, privacy practices, or other policies of or contained in the Third-Party Websites or the Third-Party Content. Inclusion of, linking to, or permitting the use or installation of any Third-Party Websites or any Third-Party Content does not imply approval or endorsement thereof by us. If you decide to leave the Platform and access Third-Party Websites or to use or install any Third-Party Content, you do so at your own risk, and you should be aware these Legal Terms do not govern your use of Third-Party Websites or Third-Party Content. You should review the applicable terms and policies, including privacy and data gathering practices, of any website to which you navigate from the Platform or relating to any applications you use or install from the Platform. Any purchases you make through Third-Party Websites will be through other websites and from other companies. Any such purchases are exclusively between you and the applicable third party and we have no responsibility whatsoever for any such purchases. You agree and acknowledge that we do not endorse any of the products or services offered on any Third-Party Websites. You agree that we are not responsible for, and you agree not to assert against us any claim arising from, any harm caused by your purchase of such products or services or any losses sustained by you relating to or resulting in any way from any Third-Party Content or any contact with Third-Party Websites.

11. Advertisers

We allow advertisers to display their advertisements and other information in certain areas of the Services, such as sidebar advertisements or banner advertisements. We simply provide the space to place such advertisements, and we have no other relationship with advertisers. We do not endorse or recommend any product or service advertised on the Platform.

12. Services Management

We reserve the right, but not the obligation, to: (1) monitor the Platform for violations of these Legal Terms; (2) take appropriate legal action against anyone who, in our sole discretion, violates the law or these Legal Terms, including without limitation, reporting such user to law enforcement authorities; (3) in our sole discretion and without limitation, refuse, restrict access to, limit the availability of, or disable (to the extent technologically feasible) any of your Contributions or any portion thereof; (4) in our sole discretion and without limitation, notice, or liability, to remove from the Services or otherwise disable all files and content that are excessive in size or are in any way burdensome to our systems; and (5) otherwise manage the Services in a manner designed to protect our rights and property and to facilitate the proper functioning of the Services.

13. Privacy Policy

We care about data privacy and security. Please review our Privacy Policy: https://docs.letscarpool.com/privacy-policy/. By using the Services, you agree to be bound by our Privacy Policy, which is incorporated into these Legal Terms. Please be advised the Services are hosted in the United States. If you access the Services from any other region of the world with laws or other requirements governing personal data collection, use, or disclosure that differ from applicable laws in the United States, then through your continued use of the Services, you are transferring your data to the United States, and you expressly consent to have your data transferred to and processed in the United States.

14. Term and Termination

These Legal Terms shall remain in full force and effect while you use the Services.

WITHOUT LIMITING ANY OTHER PROVISION OF THESE LEGAL TERMS, WE RESERVE THE RIGHT TO, IN OUR SOLE DISCRETION AND WITHOUT NOTICE OR LIABILITY, DENY ACCESS TO AND USE OF THE PLATFORM OR SERVICES (INCLUDING BLOCKING CERTAIN IP ADDRESSES) TO ANY PERSON FOR ANY REASON OR FOR NO REASON, INCLUDING WITHOUT LIMITATION FOR BREACH OF ANY REPRESENTATION, WARRANTY, OR COVENANT CONTAINED IN THESE LEGAL TERMS OR OF ANY APPLICABLE LAW OR REGULATION. WE MAY TERMINATE YOUR USE OR PARTICIPATION IN THE SERVICES OR DELETE YOUR ACCOUNT AND ANY CONTRIBUTIONS THAT YOU POSTED AT ANY TIME, WITHOUT WARNING, IN OUR SOLE DISCRETION.

Appeal Process:

Users have 7 days from termination to submit an appeal with evidence demonstrating the termination was in error
Appeals will be reviewed by our compliance team within 14 days
Reinstatement may occur if the appeal demonstrates the violation was unintentional or the result of a misunderstanding
Repeated violations or intentional circumvention of platform rules will result in permanent termination without appeal

Additional Termination Consequences:

Reporting to relevant authorities if applicable
Potential legal action for damages and injunctive relief
Prohibition on creating new accounts under any name

If we terminate or suspend your Account for any reason, you are prohibited from registering and creating a new account under your name, a fake or borrowed name, or the name of any third party, even if you may be acting on behalf of the third party. In addition to terminating or suspending your Account, we reserve the right to take appropriate legal action, including without limitation pursuing civil, criminal, and injunctive redress.

15. Modifications and Interruptions

We reserve the right to change, modify, or remove the contents of the Platform or Services at any time or for any reason at our sole discretion without notice. However, we have no obligation to update any information on our Services. We will not be liable to you or any third party for any modification, price change, suspension, or discontinuance of the Platform or the Services.

We cannot guarantee that the Platform and/or the Services will be available at all times. We shall try as far as possible to maintain the Services accessible 7 days a week and 24 hours a day. Nevertheless, we may experience hardware, software, or other problems or need to perform maintenance to the Platform, resulting in interruptions, delays, or errors. We reserve the right to change, revise, update, suspend, discontinue, or otherwise modify the Platform and/or the Services at any time or for any reason, without notice to you. You agree that we have no liability whatsoever for any loss, damage, or inconvenience to you caused by your inability to access or use the Services during any downtime or discontinuance of the Services. Nothing in these Legal Terms will be construed to obligate us to maintain and support the Services or to supply any corrections, updates, or releases in connection therewith.

16. Governing Law

These Legal Terms and your use of the Services are governed by and construed in accordance with the laws of the State of Delaware applicable to agreements made and to be entirely performed within the State of Delaware, without regard to its conflict of law principles.

17. Dispute Resolution

Informal Negotiations

To expedite resolution and control the cost of any dispute, controversy, or claim related to these Legal Terms (each a “Dispute” and collectively, the “Disputes”) brought by either you or us (individually, a “Party” and collectively, the “Parties”), the Parties agree to first attempt to negotiate any Dispute (except those Disputes expressly provided below) informally for at least thirty (30) days before initiating arbitration. Such informal negotiations commence upon written notice from one Party to the other Party.

Binding Arbitration

If the Parties are unable to resolve a Dispute through informal negotiations, the Dispute (except those Disputes expressly excluded below) will be finally and exclusively resolved by binding arbitration. YOU UNDERSTAND THAT WITHOUT THIS PROVISION, YOU WOULD HAVE THE RIGHT TO SUE IN COURT AND HAVE A JURY TRIAL.

Arbitration Provider and Process

The arbitration shall be administered by JAMS (https://www.jamsadr.com/), or by another mutually agreed-upon arbitrator with credentials substantially similar to those of JAMS arbitrators. The JAMS Consumer Arbitration Minimum Standards of Fairness will apply to all such arbitrations. Such Standards are available at https://www.jamsadr.com/consumer-minimum-standards/.

Costs and Fees

(1) First-Money-In. When either party files a demand, each party must pay to JAMS a non-refundable deposit toward JAMS fees in the amount specified in the JAMS Consumer Minimum Standards (the “Initial Fee”). The Initial Fee is currently $250. No other filing or hearing fees may be charged to the consumer unless this clause says so.

(2) Provider Fees. After the Initial Fee, Let’s Carpool will advance and bear all remaining administrative and arbitrator fees except as provided in ¶ (4).

(3) Hearing Format. Disputes of US $50,000 or less are decided on written submissions unless the arbitrator orders a live hearing for good cause.

(4) Frivolous or Bad-Faith Claims. If the arbitrator finds that a claim or defense was frivolous, asserted in bad faith, or for an improper purpose, the arbitrator must award the prevailing party all arbitration costs and reasonable attorney fees.

(5) Mass or Coordinated Filings. If 10 or more demands presenting similar facts or theories are filed by the same counsel, the parties and the administrator shall (a) batch or stage the claims, (b) select up to ten bell-weather cases to proceed first, and (c) require each party to deposit its share of anticipated fees. Failure to deposit permits dismissal or court transfer.

(6) Small-Claims & Opt-Out. Either party may choose Delaware Justice of the Peace Court for any dispute that qualifies. You may opt out of arbitration within 30 days of creating your account by emailing legal@letscarpool.com with your name and the subject line “Arbitration Opt-Out.”

(7) Severability. If any part of this section is invalid under applicable law, the remaining parts shall still apply.

Financial Hardship

If you are unable to pay your portion of the arbitration fees due to financial hardship, you may request a fee reduction or waiver. The arbitrator will consider such requests in good faith and may adjust the fee obligations in accordance with applicable fairness standards and the policies of the arbitration provider.

Mediation Option

At any time, both parties may mutually agree to pursue mediation instead of arbitration. In such cases, the cost of the mediator and any related services shall be equally split between the parties, unless otherwise agreed in writing.

Governing Law and Venue

This arbitration clause is governed by the Federal Arbitration Act and applicable U.S. law. Any arbitration or mediation shall take place remotely or in a mutually agreed-upon location. If such costs are determined by the arbitrator to be excessive, we will pay all arbitration fees and expenses. The arbitration may be conducted in person, through the submission of documents, by phone, or online. The arbitrator will decide in writing but need not provide a statement of reasons unless requested by either Party. The arbitrator must follow applicable law, and any award may be challenged if the arbitrator fails to do so. Except where otherwise required by the applicable arbitrator rules or applicable law, the arbitration will take place in New Castle County, Delaware. Except as otherwise provided herein, the Parties may litigate in court to compel arbitration, stay proceedings pending arbitration, or to confirm, modify, vacate, or enter judgment on the award entered by the arbitrator.

If for any reason, a Dispute proceeds in court rather than arbitration, the Dispute shall be commenced or prosecuted in the state and federal courts located in New Castle County, Delaware, and the Parties hereby consent to, and waive all defenses of lack of personal jurisdiction, and forum non conveniens with respect to venue and jurisdiction in such state and federal courts. Application of the United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transaction Act (UCITA) are excluded from these Legal Terms.

In no event shall any Dispute brought by either Party related in any way to the Services be commenced more than two (2) years after the cause of action arose, to the extent permitted by applicable law. If this provision is found to be illegal or unenforceable, then neither Party will elect to arbitrate any Dispute falling within that portion of this provision found to be illegal or unenforceable and such Dispute shall be decided by a court of competent jurisdiction within the courts listed for jurisdiction above, and the Parties agree to submit to the personal jurisdiction of that court.

Restrictions

The Parties agree that any arbitration shall be limited to the Dispute between the Parties individually. To the full extent permitted by law, (a) no arbitration shall be joined with any other proceeding; (b) there is no right or authority for any Dispute to be arbitrated on a class-action basis or to utilize class action procedures; and (c) there is no right or authority for any Dispute to be brought in a purported representative capacity on behalf of the general public or any other persons.

Exceptions to Informal Negotiations and Arbitration

The Parties agree that the following Disputes are not subject to the above provisions concerning informal negotiations binding arbitration: (a) any Disputes seeking to enforce or protect, or concerning the validity of, any of the intellectual property rights of a Party; (b) any Dispute related to, or arising from, allegations of theft, piracy, invasion of privacy, or unauthorized use; and (c) any claim for injunctive relief. If this provision is found to be illegal or unenforceable, then neither Party will elect to arbitrate any Dispute falling within that portion of this provision found to be illegal or unenforceable and such Dispute shall be decided by a court of competent jurisdiction within the courts listed for jurisdiction above, and the Parties agree to submit to the personal jurisdiction of that court.

18. Disclaimer

YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK, AND THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, AND WITHOUT ANY WARRANTY OR CONDITION, EXPRESS, IMPLIED, OR STATUTORY. TO THE FULLEST EXTENT PERMITTED BY LAW, LET’S CARPOOL EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE MAKE NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THE SERVICES’ CONTENT OR THE CONTENT OF ANY WEBSITES OR MOBILE APPLICATIONS LINKED TO THE SERVICES AND WE WILL ASSUME NO LIABILITY OR RESPONSIBILITY FOR ANY (1) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT AND MATERIALS, (2) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE FO THE SERVICES, (3) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL AND/OR FINANCIAL INFORMATION STORED THEREIN, (4) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SERVICES, (5) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH THE SERVICES BY ANY THIRD PARTY, AND/OR (6) ANY ERRORS OR OMISSIONS IN ANY CONTENT AND MATERIALS OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE SERVICES. WE DO NOT WARRANT, ENDORSE, GUARANTEE OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE SERVICES, ANY HYPERLINKED WEBSITE, OR ANY WEBSITE OR MOBILE APPLICATION FEATURED IN ANY BANNER OR OTHER ADVERTISING, AND WE WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND ANY THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES. AS WITH THE PURCHASE OF A PRODUCT OR SERVICE THROUGH ANY MEDIUM OR IN ANY ENVIRONMENT, YOU SHOULD USE YOUR BEST JUDGMENT AND EXERCISE CAUTION WHERE APPROPRIATE.

19. Limitations of Liability

IN NO EVENT WILL WE OR OUR DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFIT, LOST REVENUE, LOSS OF DATA, OR OTHER DAMAGES ARISING FROM YOUR USE OF THE SERVICES, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, OUR LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION WILL AT ALL TIMES BE LIMITED TO THE AMOUNT PAID, IF ANY, BY YOU TO US DURING THE SIX (6) MONTH PERIOD PRIOR TO ANY CAUSE OF ACTION ARISING. CERTAIN US STATE LAWS AND INTERNATIONAL LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS.

20. Indemnification

YOU AGREE TO DEFEND AND INDEMNIFY US, INCLUDING OUR SUBSIDIARIES, AFFILIATES, AND ALL OF OUR RESPECTIVE OFFICERS, AGENTS, PARTNERS, AND EMPLOYEES (“THE INDEMNIFIED PARTIES”), AND TO HOLD THE INDEMNIFIED PARTIES HARMLESS FROM AND AGAINST, ANY AND ALL LOSS, DAMAGE, LIABILITY, CLAIM, OR DEMAND, INCLUDING REASONABLE ATTORNEYS’ FEES AND EXPENSES, MADE BY ANY THIRD PARTY DUE TO OR ARISING DIRECTLY OR INDIRECTLY OUT OF ANY AND ALL USE BY YOU OF THE PLATFORM AND THE SERVICES, INCLUDING, WITHOUT LIMITATION: (1) YOUR ARRANGING TO CREATE, PARTICIPATE IN, OR DRIVE ANY CARPOOL; (2) YOUR CONTRIBUTIONS; (3) ANY BREACH OF THESE LEGAL TERMS; (4) ANY BREACH OF YOUR REPRESENTATIONS AND WARRANTIES SET FORTH IN THESE LEGAL TERMS; (5) YOUR VIOLATION OF THE RIGHTS OF A THIRD PARTY, INCLUDING BUT NOT LIMITED TO INTELLECTUAL PROPERTY RIGHTS; OR (6) ANY OVERT HARMFUL ACT TOWARD ANY OTHER USERS OF THE SERVICES WITH WHOM YOU CONNECTED VIA THE SERVICES. NOTWITHSTANDING THE FOREGOING, WE RESERVE THE RIGHT, AT YOUR EXPENSE, TO ASSUME THE EXCLUSIVE DEFENSE AND CONTROL OF ANY MATTER FOR WHICH YOU ARE REQUIRED TO INDEMNIFY US, AND YOU AGREE TO COOPERATE, AT YOUR EXPENSE, WITH OUR DEFENSE OF SUCH CLAIMS. WE WILL USE REASONABLE EFFORTS TO NOTIFY YOU OF ANY SUCH CLAIM, ACTION, OR PROCEEDING WHICH IS SUBJECT TO THIS INDEMNIFICATION UPON BECOMING AWARE OF IT.

21. User Data

We will maintain certain data that you transmit to the Services for the purpose of managing the performance of the Services, as well as data relating to your use of the Services. Although we perform regular routine backups of data, you are solely responsible for all data that you transmit or that relates to any activity you have undertaken using the Services. You agree that we shall have no liability for any loss or corruption of any such data, and you hereby waive any right of action against us arising from any loss or corruption of such data.

22. Electronic Communications, Transactions, and Signatures

You consent to receive electronic communications, and you agree that all agreements, notices, disclosures, and other communications we provide to you electronically, via email and on the Platform, satisfy any legal requirement that such communication be in writing. YOU HEREBY AGREE TO THE USE OF ELECTRONIC SIGNATURES, CONTRACTS, ORDERS, AND OTHER RECORDS, AND TO ELECTRONIC DELIVERY OF NOTICES, POLICIES, AND RECORDS OF TRANSACTIONS INITIATED OR COMPLETED BY US OR VIA THE PLATFORM. You hereby waive any rights or requirements under any statutes, regulations, rules, ordinances, or other laws in any jurisdiction which require an original signature or delivery or retention of non-electronic records, or to payments or the granting of credits by any means other than electronic means.

23. SMS Text Messaging

Program Description:

By opting into any Twilio, Amazon, Google text messaging program, you expressly consent to receive text messages (SMS) to your mobile number. Twilio, Amazon, Google text messages may include: account alerts and appointment reminders.

Opting Out

If at any time you wish to stop receiving SMS messages from us, simply reply to the text with “STOP.” You may receive an SMS message confirming your opt out.

Message and Data Rates

Please be aware that message and data rates may apply to any SMS messages sent or received. The rates are determined by your carrier and the specifics of your mobile plan.

Support

If you have any questions or need assistance regarding our SMS communications, please email us at techsupport@letscarpool.com or call at (+1)941 531 9897.

24. Access to State Dispute Resolution

If any complaint with us is not satisfactorily resolved, residents of the following states can contact:

California: The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs in writing at 1625 North Market Blvd., Suite N 112, Sacramento, California 95834 or by telephone at (800) 952-5210 or (916) 445-1254.

New York: Division of Consumer Protection, Consumer Assistance Unit, available through its hotline at 1-800-697-1220, and its online complaint filing website at https://dos.ny.gov/consumer-assistance-unit.

New York City: NYC Department of Consumer and Worker Protection, Consumer Services Division, 42 Broadway, New York, NY 10004, available by fax at (212) 487-4482, and its online complaint filing website at https://a866-dcwpbp.nyc.gov/consumer-complaint/file-complaint.

New Jersey: Division of Consumer Affairs**,** available through its online complaint filing website at https://njconsumeraffairs.nj.gov/file-a-complaint/

25. Miscellaneous

These Legal Terms and any policies or operating rules posted by us on the Platform or in respect to the Services constitute the entire agreement and understanding between you and us. Our failure to exercise or enforce any right or provision of these Legal Terms shall not operate as a waiver of such right or provision. These Legal Terms operate to the fullest extent permissible by law. We may assign any or all of our rights and obligations to others at any time. We shall not be responsible or liable for any loss, damage, delay, or failure to act caused by any cause beyond our reasonable control. If any provision or part of a provision of these Legal Terms is determined to be unlawful, void, or unenforceable, that provision or part of the provision is deemed severable from these Legal Terms and does not affect the validity and enforceability of any remaining provisions. There is no joint venture, partnership, employment or agency relationship created between you and us as a result of these Legal Terms or use of the Services. You agree that these Legal Terms will not be construed against us by virtue of having drafted them. You hereby waive any and all defenses you may have based on the electronic form of these Legal Terms and the lack of signing by the parties hereto to execute these Legal Terms.

26. Force Majeure

Let’s Carpool shall not be liable for any failure or delay in performance due to causes beyond its reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, labor disputes, pandemics, government actions, or interruptions of internet or utility services.

Data Export Exception: Notwithstanding the foregoing, critical user data export requests will be honored where feasible, even during force majeure events, to the extent technically possible and in compliance with applicable data protection laws.

27. Contact Us

In order to resolve a complaint regarding the Services or to receive further information regarding the use of the Services, please contact us at:

Let’s Carpool Corp.

1007 N. Orange Street

4th Floor, Suite #3978

Wilmington, DE 19801

Phone: (+1) 941-531-9897

techsupport@letscarpool.com