Transportation Exchange Ride

TRANSPORTATION EXCHANGE RIDE AGREEMENT

Parties

Recitals

WHEREAS, Provider is engaged in the operation of a transportation exchange service that coordinates shared rides, pooling, and ride-matching services (the Service); and

WHEREAS, Participant desires to receive transportation services through Provider's Service and agrees to comply with the exchange rules, safety requirements, and payment terms set forth in this Agreement; and

NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, the parties agree as follows.

Scope of Work

Provider will arrange and coordinate rides for Participant in accordance with the terms of this Agreement. Services may include ride-matching, scheduling, dispatch, and administrative coordination. Specific requirements, pickup/dropoff locations, and performance expectations are described below.

Service Schedule

Scheduled pickup date(s) and times (if prearranged):

Payment Terms

Participant shall pay Provider the fees described below in consideration for the coordinated transportation services. All fees are payable in lawful currency and are nonrefundable except as expressly provided in this Agreement.

Invoices will be issued by Provider in writing, and Participant shall remit payment in accordance with the Payment Schedule. If payment is not received when due, interest and collection costs may be charged as set forth above.

Term and Termination

This Agreement commences on the Start Date and continues until the End Date unless earlier terminated in accordance with this section. Either party may terminate for cause upon written notice for material breach that remains uncured after the specified notice period.

Start Date:

End Date:

Upon termination, Participant remains liable for all fees and charges incurred through the effective date of termination. Sections concerning indemnity, confidentiality and governing law shall survive termination.

Confidentiality

"Confidential Information" means non-public information disclosed by one party to the other in connection with this Agreement, including pricing, routing data, customer lists, schedules, and operational procedures. Each receiving party will (a) use Confidential Information solely for performance under this Agreement, (b) protect it with at least the same degree of care it uses to protect its own confidential information, and (c) not disclose it to any third party except as required by law or to contractors who are bound by similar confidentiality obligations.

Confidentiality obligations shall not apply to information that (i) is publicly known through no fault of the receiving party, (ii) was rightfully known by the receiving party prior to disclosure, (iii) is independently developed without use of Confidential Information, or (iv) is rightfully obtained from a third party without restriction. Confidentiality obligations survive for three (3) years following termination of this Agreement or longer if required by applicable law.

Insurance, Indemnity and Liability

Provider shall maintain commercially reasonable liability insurance for the operation of the Service. Participant shall maintain applicable personal or commercial insurance for any vehicle or personal operations used in connection with the Service.

Each party agrees to indemnify, defend and hold harmless the other party from and against any third-party claims arising out of the indemnifying party's negligence, willful misconduct, or breach of this Agreement. EXCEPT FOR LIABILITY ARISING FROM GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES.

Cancellations and No-Show Policy

Participant shall notify Provider of cancellations as soon as practicable. Provider may assess a cancellation fee where applicable as set forth in the Scope of Work or fee schedule. Repeated no-shows or abusive conduct may result in immediate suspension from the Service.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its choice-of-law rules. Any dispute arising from or related to this Agreement shall be resolved in the state or federal courts located within that State, subject to the parties' rights to injunctive relief where appropriate.

Entire Agreement

This Agreement, together with any appendices, schedules or written amendments signed by both parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, and communications, whether written or oral. No amendment or waiver is effective unless signed in writing by both parties.

Miscellaneous Provisions

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall continue in full force and effect. Neither party may assign this Agreement without the prior written consent of the other party, except that Provider may assign to an affiliate or successor in connection with a sale of all or substantially all of its assets.

Notices under this Agreement shall be in writing and delivered to the addresses set forth above or to such other address as a party may designate in writing.

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