RideCell: Find a ride. Give a ride.

THIS FOLLOWING USER AGREEMENT DESCRIBES THE TERMS AND CONDITIONS ON WHICH RIDECELL LLC OFFERS YOU ACCESS TO OUR SERVICES.

Welcome to the user agreement (the "Agreement" or "User Agreement" or "Terms of Service") for RideCell, a carpool, rideshare, and transit matching service owned and operated by RideCell LLC, a Georgia Corporation, whose principal office is located at 554 North Ave N.W. Atlanta, Georgia 30318. This User Agreement is a legally binding agreement made between you ("You," "Your," or "Yourself") and RideCell LLC ("RideCell," "RideCell.com," "We," "Us" or "Our"). This Agreement describes the terms and conditions that will govern your use and participation of all RideCell services. RideCell services include (1) the services available under the domain and sub-domains of www.RideCell.com (the "Site"), (2) any RideCell application or service embedded on a third-party device (3) any RideCell application or service embedded on a third-party website such as a university, company, or other organization.

RideCell.com is an online service that provides a venue to enable persons who seek transportation to certain destinations ("Riders") to find and choose persons offering to drive to or through those destinations ("Drivers"). r purposes of this Agreement these services shall collectively be defined as the "Services". Please read this Agreement carefully before registering for the Services that the Site provides. You must read, agree with and accept all of the terms and conditions contained in this User Agreement, which includes those terms and conditions expressly set out below and those incorporated by reference, before you may register for any of the services provided through the Site. By registering for any of the Services, you become a User of all Services available on the Site ("Participant" or "User") and you agree to be bound by the terms and conditions of this Agreement.

IF YOU DO NOT AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT, PLEASE DO NOT USE OR ACCESS OUR SERVICES OR REGISTER FOR THE SERVICES PROVIDED ON THE SITE. We may amend this Agreement at any time by posting the amended terms on the Site. Except as stated below, all amended terms shall automatically be effective 30 days after they are initially posted on the Site. We strongly recommend that, as you read this User Agreement, You also access and read the information contained in the other pages and websites referred to in this document, as they may contain further terms and conditions that apply to You as a Participant. This Agreement may not be otherwise amended except in a writing signed by You and RideCell LLC

1. ELIGIBILITY

Our services are available only to, and may only be used by, individuals who can form legally binding contracts under applicable law. Without limiting the foregoing, Our services are not available to children (persons under the age of 18) or to suspended or indefinitely terminated Participants. By becoming a Participant, you represent and warrant that you are at least 18 years old. By using the Site or the Services, You represent and warrant that you have the right, authority and capacity to enter into this Agreement and to abide by the terms and conditions of this Agreement. Your participation of the Service is for Your sole, personal use. You may not authorize others to use Your user status, and You may not assign or otherwise transfer Your account to any other person or entity.

2. REGISTRATION

You must register on the Site in order to access and use our Site and Services and shall not register for more than one User account or register for a User account on behalf of an individual other than yourself. Your registering or otherwise accessing and using the Site constitutes your agreement to all terms, conditions and notices set forth in this TOS. gistration on RideCell.com is free.

3. TERM AND TERMINATION

This Agreement is effective upon acceptance in registration for new Users and for all Users upon the posting dates of any subsequent amendments to this Agreement. You may terminate your participation in the Services at any time, for any reason by following the Notice of Termination instructions on the Site, or upon receipt by Us of Your written or email notice of termination. Either You or We may terminate your participation in RideCell by removing Your Information at any time, for any reason, without explanation, effective upon sending written or email notice to the other party. We maintain sole discretion to bar Your use of the Service in the future, for any reason that We determine. Even after your participation in RideCell is terminated, this Agreement will remain in effect. 14. Suspension or Termination

4. WARNING, SUSPENSION, AND TERMINATION

RideCell reserves the right to immediately limit your activity on the Site, remove your ride listings or ride acceptances, warn our community of your actions, issue a warning to you, or temporarily suspend, indefinitely suspend or terminate your membership and refuse to provide our Services to you for any reason or no reason as determined by RideCell in our sole discretion, including on account of any of the following: (a) your breach or any of your obligations, representations and warranties under this TOS or any policy or terms that it incorporates by reference; (b) our inability to determine the accuracy of any information you provide to us should we decide at out election (without any obligation) to verify such accuracy; or (c) our belief that your actions may cause damage, loss, harm, injury or liability for you, any user or us.

5. YOUR INFORMATION

Your Information is any information you provide, publish or display ("post") to us or other Users in the registration or in any public message area (including, but not limited to the feedback section) or through any email feature ("Your Information"). Your information will be stored on computers. You consent to Us using Your Information to create a User account that will allow You to participate in the Service. You are solely responsible for Your Information and your interactions with other people in the public, and we act as a passive conduit for your online posting of Your Information. If and when you register on RideCell.com, You agree to provide accurate, current and complete information as prompted by Our registration form and to maintain and update Your Information to keep it accurate, current and complete. You agree that We and other people of the public may rely on Your Information as accurate, current and complete. You acknowledge that if Your Information is untrue, inaccurate, not current or incomplete in any respect, We have the right to terminate this Agreement and Your use of the Services. You also agree to uphold and maintain Our Privacy Policy and to the terms and conditions thereof. You may read a full description of our Privacy Policy contained on RideCell.com.

6. FINANCIAL TRANSACTIONS AND FEES

a. Registration on the Site is free. Listing a ride and/or searching a ride on the Site are also free.

b. If a User who seeks a ride to a certain destination (a "Passenger") and another User who offers to drive to or through that destination (a "Driver") agree to a matching trip through our Services (the "Trip"), the Passenger shall pay a fee to the Driver to offset the cost of the Trip (the "Driver's Fee"). The Driver.s Fee shall be calculated by RideCell based on actual or estimated trip distance, average regional fuel prices, and typical passenger vehicle fuel consumption.

c. If the Trip on the Site is not cancelled either by the Driver or by any of the Passenger(s), (i) the Driver's Fee, shall be paid and transferred into the Driver's account. You are responsible for payment of all Fees arising from your use of our Services and the Site, plus all applicable taxes which may vary by state or jurisdiction.

c. RideCell shall have no responsibilities to honor any terms with regard to a Trip that are not properly reflected and agreed to on the Site. If there is a change in the terms of any Trip, it shall be the Driver's and the Passengers' responsibilities to cancel such Trip and schedule a new Trip on the Site reflecting such new terms.

d. It is our policy that a Driver should not use his listed vehicle to carry other riders or their property for a profit and that the listed fee(s) to be shared by the riders should be less than, or equal to, actual expenses reasonably expected to be incurred in a shared ride. The Driver.s Fees calculated and processed by RideCell shall be less than the current standard mileage rate under the rules of the Internal Revenue Service.

e. RideCell merely provides a ride listing and searching service and a limited escrow service for the collection of fees paid to Drivers by Passengers in connection with Trips. We are not otherwise involved in or a party to the actual transaction between Drivers and Passengers. It is your responsibility to communicate and reach an agreement with Passengers and Drivers on all terms and conditions of the Trip and you assume all responsibility for any agreement you reach with regard to a Trip.

f. We may change our fee schedule for our Services from time to time. Our changes are effective immediately after posting the changes to the Site or this TOS. During the period of this trial, RideCell will not charge any fees to Users, other than those between Drivers and Riders for shared Trips.

g. If you do not log in to your account for one year and there is a balance in your account, RideCell will use its commercially reasonable efforts to refund the balance to you. If your information on record is no longer valid and RideCell is unable to refund your balance through its standard means of refunding amounts, you agree that RideCell may thereafter charge you an account maintenance fee at a rate of $5.00 per month.

7. LIMITED SCOPE OF SERVICES; DRIVER'S RESPONSIBILITY TO OBTAIN AUTO INSURANCE.

It is the responsibility of Drivers to maintain adequate insurance to cover liability arising out of the ownership and operation of the listed vehicle to be used in a Trip. RideCell shall have no liability relating to the ownership or operation of any listed vehicle in connection with a Trip or any damages, injury or losses incurred by a party in connection with a Trip or an agreement to make a Trip.

8. NO IDENTITY VERIFICATION; NO CONTROL OF THIRD PARTY INFORMATION

RideCell cannot and does not investigate or guarantee any user's purported identity, picture, insurance, criminal record or traffic violations record, or the actual existence or identity of any listed vehicle, or its actual condition. Please note that there are also risks of dealing with underage persons or people acting under false pretense.

We do not control or censor the information provided by other users that is made available through our Site. You may find other user's information to be offensive, harmful, inaccurate or deceptive.

Please use caution and common sense when using the Site. By using this Site, you agree to accept all such risks and RideCell is not responsible for the acts or omissions by you or other users on the Site.

9. LOCATION DATA AND TRIP HISTORY

RideCell uses geospatial and location data obtained from Your registration, preferences, trip requests and data from Your GPS enabled device to provide ride matching services. Trip information is stored on our computers for purposes of trip verification and to optimize our ride matching services. This data may also be used to resolve specific disputes over trips made with another RideCell customer. No cation data or trip history records are shared with third parties. e aggregate information extracted from the Aggregate Data will be maintained, used and disclosed in aggregate form only and will not contain personally identifiable information. We may use such aggregate information extracted from the Aggregate Data to analyze trends, improve the services and Products we provide to our users, administer the Site(s) and gather broad demographic information for aggregate use.

10. CARBON CREDITS

You agree to assign the rights to any Carbon Credits resulting from any trips arranged using our service to RideCell.

11. RESTRICTED ACTIVITIES

You agree that you will use the Services in a manner consistent with any and all applicable laws and regulations. We reserve the right, but are not obligated to investigate and terminate your participation in RideCell if You have misused the Site or the Services, or behaved in a way which could be regarded as inappropriate or whose conduct is unlawful or illegal. (i.) With respect to your participation on the Site or through the Services, You agree that You will not: (a) Impersonate any person or entity; (b) track, follow, or otherwise harass any person; (c) Express or imply that any statements you make are endorsed by Us, without Our specific prior written consent; (d) use any robot, spider, site search/retrieval application, or other manual or automatic device or process to retrieve, index, "data mine", or in any way reproduce or circumvent the navigational structure or presentation of the Service or its contents; (e) post, distribute or reproduce in any way any copyrighted material, trademarks, or other proprietary information without obtaining the prior consent of the owner of such proprietary rights; (f) remove any copyright, trademark or other proprietary rights notices contained in the Service; (g) interfere with or disrupt the Services or the site or the servers or networks connected to the Services or the site; (h) post, email or otherwise transmit any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment; (i) forge headers or otherwise manipulate identifiers in order to disguise the origin of any information transmitted through the Service; (j) "frame" or "mirror" any part of the Service, without Our prior written authorization. You also shall not use meta tags or code or other devices containing any reference to Us or the Service or the site in order to direct any person to any other web site for any purpose; (k) modify, adapt, sublicense, translate, sell, reverse engineer, decipher, decompile or otherwise disassemble any portion of the Service or any software used on or for the Service or cause others to do so. (ii.) You further agree that Your Information and your interactions on the Site shall not: (a) be false, inaccurate or misleading;(b) infringe any third party's rights, including but not limited to: intellectual property rights, copyright, patent, trademark, trade secret or other proprietary rights or rights of publicity or privacy; (c) violate any law, statute, ordinance or regulation; (d) be defamatory, trade libelous, abusive, obscene, profane, offensive, sexually oriented, threatening, harassing, racially offensive or illegal material; (e) contain any offensive anatomical or sexual references, or offensive sexually suggestive or connotative language; (f) include in Your Information any telephone numbers, street addresses, last names, URL's or E-mail addresses other than where explicitly asked for it in the Your registration and profile section; (h) contain any viruses, Trojan horses, worms, time bombs, cancelbots, easter eggs or other computer programming routines that may damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information; (i) create liability for us; and (j) link directly or indirectly to any other websites. You further agree that You will not transfer, use, or sell Your RideCell.com account and/or ID to any another party. We reserve the right, but We have no obligation, to reject any Participant that does not comply with these prohibitions.

12. PROPRIETARY RIGHTS

All content on the Site, including but not limited to designs, text, graphics, pictures, video, information, software, music, sound and other files, and their selection and arrangement (the "Site Content"), are the proprietary property of RideCell, its Users or its licensors with all rights reserved. No Site Content may be modified, copied, distributed, framed, reproduced, republished, downloaded, displayed, posted, transmitted, or sold in any form or by any means, in whole or in part, without prior written permission of RideCell or any appropriate third party, except that the foregoing does not apply to Your Information (as defined above) that you legally post on the Site. Unless explicitly stated herein, nothing in this TOS shall be construed as conferring upon you any license to intellectual property rights, whether by estoppel, implication or otherwise.

13. INFORMATION CONTROL

We cannot verify or guarantee the accuracy of the information Users provide us when they register on the Site, and We do not control the information provided by other Users that is made available through our system. Therefore, RideCell.com cannot and does not confirm each User's purported identity. You may find other User's information to be offensive, harmful, inaccurate, or deceptive. Please use caution and common sense when using the Site. Please note that there are also risks of dealing with underage persons or people acting under false pretense. By using this Site, you agree to accept such risks and RideCell is not responsible for the acts or omissions of users on the Site. In order to help you evaluate with whom you are dealing, RideCell.com can link to a user's Facebook.com profile if they supply us with their Facebook.com account information.

14. RIDECELL E-MAIL COMMUNICATIONS

E-mail communications sent from Us or through Us are designed to make Your RideCell experience more efficient. By becoming a Participant, You specifically agree to accept and consent to receiving e-mail communications initiated from Us or through Us, which include, without limitation: message notification e-mails, e-mails informing you about potential available Drivers or Riders and e-mails informing You of promotions We run and emails informing You of new and existing features We provide. If You do not wish to receive any of our e-mail communications please do not register for the Service.

15. INDEMNITY

You will defend, indemnify, and hold Us and Our officers, directors, employees, agents and third parties harmless, for any losses, costs, liabilities and expenses (including reasonable attorneys' fees) relating to or arising out of Your use of the Service, including: (a) Your breach of this Agreement or the documents it incorporates by reference; or (b) your violation of any law or the rights of a third party, including, without limitation, any allegation that any materials that You submit to Us or transmit to the Service or to Us infringe or otherwise violate the copyright, trademark, trade secret or other intellectual property or other rights of any third party; and/or (c) Your activities in connection with the Service. This indemnity shall be applicable without regard to the negligence of any party, including any indemnified person.

16. ONLINE CONTENT DISCLAIMER

Opinions, advice, statements, offers, or other information or content made available through the service, but not directly by us, are those of their respective authors, and should not necessarily be relied upon. Such authors are solely responsible for such content. We do not guarantee the accuracy, completeness, or usefulness of any information on the service and neither do we adopt nor endorse nor are we responsible for the accuracy or reliability of any opinion, advice, or statement made by parties other than us. Under no circumstances will we be responsible for any loss or damage resulting from anyone's reliance on information or other content posted on the service, or transmitted to participants. We reserve the right, but we have no obligation, to monitor the materials posted in the public areas of the service. We shall have the right to remove any such material that in our sole opinion violates, or is alleged to violate, the law or this agreement. Notwithstanding this right, you remain solely responsible for the content of the materials you post in the public areas of the service and in your private e-mail messages. E-mails sent between you and other participants that are not readily accessible to the general public will be treated by us as private to the extent required by applicable law.

17. OTHER DISCLAIMERS

We, our subsidiaries, officers, directors, employees and our suppliers provide our web site and services on an "as is" basis and without any warranty or condition, express, implied or statutory. We, our subsidiaries, officers, directors, employees and our suppliers specifically disclaim any implied warranties of title, merchantability, fitness for a particular purpose and non-infringement. Some states do not allow the disclaimer of implied warranties, so the foregoing disclaimer may not apply to you. This warranty gives you specific legal rights and you may also have other legal rights that vary from state to state. We do not warrant that Your use of the Service will be secure, uninterrupted, always available, or error-free, or will meet your requirements, or that any defects in the Service will be corrected. We disclaim liability for, and no warranty is made with respect to, connectivity and availability. We cannot guarantee that each User is at least the required minimum age, nor do we accept responsibility or liability for any content, communication or other use or access of the Site or the Services by persons under the age of 18 in violation of this Agreement. Also it is possible that other Users (including unauthorized users, or "hackers") may post or transmit offensive or obscene materials on the Site or through the Services and that you may be involuntarily exposed to such offensive and obscene materials. It also is remotely possible for others to obtain personal information about You due to Your use of the Site or the Services, and that the recipient may use such information to harass or injure You. We are not responsible for the use of any personal information that You disclose on the Site or through the Services. Please carefully select the type of information that You post on the Site or through the Services or release to others. We disclaim all liability, regardless of the form of action, for the acts or omissions of other Participants or Users (including unauthorized users, or "hackers"). RideCell.com only offers a venue that enables drivers and riders to match with each other. RideCell.com does not offer transportation services and RideCell is not a transportation company. We are not involved in the actual transportation services between Drivers and Riders. As a result, we have no control over the quality or safety of the transportation that occurs as a result of this rideshare venue service; nor do we have any control over the truth or accuracy of the of Participants' information listed on RideCell.com. We cannot ensure that a Driver or Rider will actually complete an arranged service.

18. LIMITATION OF LIABILITY

In no event will we, our subsidiaries, officers, directors, employees or our suppliers, be liable to you for any incidental, consequential, or indirect damages (including, but not limited to, damages for deletion, corruption, loss of data, loss of programs, failure to store any information or other content maintained or transmitted by our service, service interruptions, or for the cost of procurement of substitute services) arising out of or in connection with our site, our services or this agreement (however arising, including negligence) even if we or our agents or representatives know or have been advised of the possibility of such damages. We do not screen the participants registering to the service in any way. As a result, we will not be liable for any damages, direct, indirect, incidental and/or consequential, arising out of the use of the site or the services, including, without limitation, to damages arising out of communicating and/or meeting with other participants of the site or the services, or introduced to you via the site or the services. Such damages include, without limitation, physical damages, bodily injury, death and or emotional distress and discomfort. Notwithstanding anything to the contrary contained herein, our liability, and the liability of our subsidiaries, officers, directors, employees, and suppliers, to you or any third parties in any circumstance is limited to $100.

19. COMPLAINTS

To resolve a complaint regarding the Service, You should first contact our Customer Service Department by email at support@RideCell.com.

20. RELEASE

In the event that You have a dispute with one or more Users, You agree to release RideCell.com (and our officers, directors, agents, subsidiaries, joint ventures and employees) from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected to such disputes with other Users or to Your use of the Site or the Services.

21. ER DISPUTES; RELEASE

You are solely responsible for your interactions with other RideCell Users. We reserve the right, but have no obligation, to monitor disputes between you and other Users. In the event that you have a dispute with one or more users, you release RideCell (and our officers, directors, agents, subsidiaries, affiliates, joint ventures and employees) from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with any such dispute.

22. BREACH

Without limiting other remedies, we may terminate your Participation, remove Your Information, warn our community of your actions, issue a warning, and refuse to provide our services to you if: (a) you breach this Agreement or the documents it incorporates by reference; (b) we are unable to verify or authenticate any information you provide to us; (c) we believe that your actions may cause financial loss or legal liability for you, our users or us; or (d) if we suspect that you have engaged in fraudulent activity in connection with the Site or the Services.

23. RESOLUTION OF DISPUTES AND LEGAL CLAIMS

You and We agree that all legal disputes or claims between the Parties will be submitted to binding arbitration in Georgia. The arbitration shall be conducted by the American Arbitration Association, or any other established ADR provider mutually agreed upon by the parties. Any judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof.

24. PRIVACY

We do not sell or rent Your Information to third parties for their marketing purposes without your explicit consent and we only use your information as described in the Privacy Policy. We view protection of users' privacy as a very important community principle. We understand clearly that you and your information is one of our most important assets. We store and process your information on computers located in the United States that are protected by physical as well as technological security devices. You may review our current Privacy Policy at Privacy Policy. If you object to your Information being transferred or used in this way, please do not use or access our Services.

25. NO AGENCY

You and RideCell are independent contractors, and no agency, partnership, joint venture, employee-employer or franchisor-franchisee relationship is intended or created by this Agreement.

26. NOTICES

Except as explicitly stated otherwise, any notices to RideCell shall be given by certified mail, postage prepaid and return receipt requested to RideCell LLC, 554 North Ave N.W. Atlanta, Georgia 30318, and any notices to Your shall be given to You via the email address you provide to RideCell.com during the registration process. In such case, notice shall be deemed given 3 days after the date of mailing. Notice shall be deemed given 24 hours after email is sent, unless the sending party is notified that the email address is invalid. Alternatively, we may give you notice by certified mail, postage prepaid and return receipt requested, to the address provided to RideCell.com during the registration process. In such case, notice shall be deemed given 3 days after the date of mailing.

27. GENERAL

This Agreement shall be governed by the laws of the State of Gerogia without regard to choice of law principles. If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced. You agree that this Agreement and all incorporated agreements may be automatically assigned by RideCell LLC in our sole discretion in accordance with the "Notices" section of this Agreement. Headings are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section. Our failure to act with respect to a breach by you or others does not waive our right to act with respect to subsequent or similar breaches. This Agreement sets forth the entire understanding and agreement between us with respect to the subject matter hereof. Sections referring to Services, Licenses, Liability Limit, Indemnity, and Resolution of Disputes shall survive any termination or expiration of this Agreement.