Terms of Service

This Agreement was last revised on May 5, 2018.

Welcome to miles2share, a ride sharing service provided by miles2share, LLC. ("miles2share" "we," or "us"). This Terms of Service Agreement (“Agreement”) describes the terms and conditions that govern your use of and participation in miles2share services. miles2share services include our web site, web widgets, feeds, mobile device software applications (the “miles2share Software”), applications for third-party web sites and services, and any other mobile or web services or applications owned, controlled, or offered by miles2share (collectively the “Service”). By accessing or using the Service, you signify that you have read, understood, and agree to be bound by this Agreement.

We reserve the right to amend this Agreement at any time by notifying you as provided in this Agreement, provided that no notice shall be required for non-substantive changes to the Agreement. If we substantively amend this Agreement, we will give you at least thirty (30) days notice before the changes take effect, during which period of time you may reject the changes by terminating your account. Your continued use of the Service after any such change constitutes your acceptance of the revised Agreement. If you do not agree to any of these terms or any future amendments, do not use or access (or continue to access) the Service. This Agreement applies to all visitors, users, and others who access the Service ("Users").

1. Use of Our Service

A. Eligibility

This Service is intended solely for licensed drivers eighteen (18) years of age or older. Use or access to the Service by anyone under 18 is strictly prohibited and in violation of this Agreement. The Service is not available to any Users previously removed from the Service by miles2share, unless miles2share has given you written notice of reinstatement. All Users must pass our Membership Eligibility Requirements.

B. Member Accounts

In order to share a ride /carpool with another User on miles2share, you will need to apply for a “member” account. By applying for a member account, you give us permission to disclose the information on your application to third parties for verification purposes, and to obtain additional information about you. miles2share may accept or reject member account applications in our sole discretion.

Your Member account gives you access to the services and functionality that we may establish and maintain from time to time and in our sole discretion. Each transaction in which a rider and a driver share a ride is referred to in this Agreement as a "Share."

Your Member account is for your personal use only. You may not create a Member account on behalf of a business or entity. You may not use another Member's account, permit anyone else to use your Member account, or assign or otherwise transfer your Member account to any other person or entity without prior permission from miles2share. When applying for and creating your account, you must provide accurate and complete information, and keep such information updated and accurate throughout the term of this Agreement. You are solely responsible for the activity that occurs on your account, and you must keep your account password secure. You must notify miles2share immediately of any breach of security or unauthorized use of your account. miles2share will not be liable for any losses caused by any unauthorized use of your account.

You may control your Member profile and how you interact with the Service by changing the options in your Settings page. By providing miles2share your email address, you consent to our using the email address to send you Service-related email, including any notices required by law, in lieu of communication by postal mail. By providing miles2share your phone number / cell phone number, you consent to our using the phone number to send you Service-related SMS messages. You may not opt out of Service-related emails or SMS messages. We may also use your email address and/or cell phone number to send you other messages, such as changes to features of the Service and special offers. If you do not want to receive such messages, you may opt out or change your preferences in your Settings page. Opting out may prevent you from receiving messages regarding updates, improvements, or offers.

C. Service Rules

You agree not to engage in any of the following prohibited activities: (i) copying, distributing, or disclosing any part of the Service in any medium, including without limitation by any automated or non-automated “scraping”; (ii) using any automated system, including without limitation “robots,” “spiders,” “offline readers,” etc., to access the Service in a manner that sends more request messages to the miles2share servers than a human can reasonably produce in the same period of time by using a conventional on-line web browser except that miles2share grants the operators of public search engines revocable permission to use spiders to copy materials from miles2share.com for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the materials, but not caches or archives of such materials; (iii) transmitting spam, chain letters, or other unsolicited email; (iv) attempting to interfere with, compromise the system integrity or security or decipher any transmissions to or from the servers running the Service; (v) taking any action that imposes, or may impose at our sole discretion an unreasonable or disproportionately large load on our infrastructure; (vi) uploading invalid data, viruses, worms, or other software agents through the Service; (vii) collecting or harvesting any personally identifiable information, including account names, from the Service; (viii) using the Service for any commercial solicitation purposes; (ix) impersonating another person or otherwise misrepresenting your affiliation with a person or entity, conducting fraud, hiding or attempting to hide your identity; (x) interfering with the proper working of the Service; (xi) accessing any content on the Service through any technology or means other than those provided or authorized by the Service; or (xii) bypassing the measures we may use to prevent or restrict access to the Service, including without limitation features that prevent or restrict use or copying of any content or enforce limitations on use of the Service or the content therein.

miles2share may permanently or temporarily terminate, suspend, or otherwise refuse to permit your access to the Service without notice and liability for any reason, including if in miles2share's sole determination you violate any provision of this Agreement, or for no reason. All aspects of the Service are subject to change or elimination at miles2share's sole discretion. miles2share reserves the right to interrupt the Service with or without prior notice for any reason or no reason. You agree that miles2share will not be liable to you for any interruption of the Service, delay or failure to perform.

D. Policies and Procedures; Share Confirmations; Feedback

When you use this service to find a ride sharing match and schedule a ride, upon scheduling a ride you agree to be a rider or driver and share the ride with another user on specified time leaving & returning time, starting address & destination address. . Ride sharing is based on shared distance, where driver earns based on shared distance and rate specified per Fee and Commission Schedule while rider pays based on shared distance and rate specified Fee and Commission Schedule. You are required to provide the feedback if a scheduled ride got cancelled on the scheduled day or if you uncover any negative information about another user.

2. User Content

Some areas of the Service may allow Members to post feedback, comments, questions, and other information (“User Content”). You are solely responsible for your User Content that you upload, publish, display, link to or otherwise make available (hereinafter, “post”) on the Service, and you agree that we are only acting as a passive conduit for your online distribution and publication of your User Content. You understand that miles2share does not guarantee any confidentiality with respect to any User Content.

You agree not to post User Content that: (i) may create a risk of harm, loss, physical or mental injury, emotional distress, death, disability, disfigurement, or physical or mental illness to you, to any other person, or to any animal; (ii) may create a risk of any other loss or damage to any person or property; (iii) seeks to harm or exploit children by exposing them to inappropriate content, asking for personally identifiable details or otherwise; (iv) may constitute or contribute to a crime or tort; (v) contains any information or content that we deem to be unlawful, harmful, abusive, racially or ethnically offensive, defamatory, infringing, invasive of personal privacy or publicity rights, harassing, humiliating to other people (publicly or otherwise), libelous, threatening, profane, or otherwise objectionable; (vi) contains any information or content that is illegal (including, without limitation, the disclosure of insider information under securities law or of another party's trade secrets); (vii) contains any information or content that you do not have a right to make available under any law or under contractual or fiduciary relationships; or (viii) contains any information or content that you know is not correct and current. You agree that any User Content that you post does not and will not violate third-party rights of any kind, including without limitation any Intellectual Property Rights (as defined below), rights of publicity and privacy. miles2share reserves the right, but is not obligated, to reject and/or remove any User Content that miles2share believes, in its sole discretion, violates these provisions.

For the purposes of this Agreement, “Intellectual Property Rights” means all patent rights, copyright rights, mask work rights, moral rights, rights of publicity, trademark, trade dress and service mark rights, goodwill, trade secret rights and other intellectual property rights as may now exist or hereafter come into existence, and all applications therefore and registrations, renewals and extensions thereof, under the laws of any state, country, territory or other jurisdiction.

miles2share takes no responsibility and assumes no liability for any User Content that you or any other User or third party posts or sends over the Service. You understand and agree that any loss or damage of any kind that occurs as a result of the use of any User Content that you send, upload, download, stream, post, transmit, display, or otherwise make available or access through your use of the Service, is solely your responsibility. miles2share is not responsible for any public display or misuse of your User Content. You understand and acknowledge that you may be exposed to User Content that is inaccurate, offensive, indecent, objectionable, or inappropriate for children, and you agree that miles2share shall not be liable for any damages you allege to incur as a result of such User Content.

3. Other Users

You are solely responsible for your interactions with other miles2share Users. We reserve the right, but have no obligation, to monitor disputes between you and other Users. miles2share shall have no liability for your interactions with other Users, or for any Users action or inaction, with respect to Share or the Service. You acknowledge that miles2share does not offer transportation services. Instead, the Service allows members ( a rider and a driver) to transact ‘Share’ directly with each other. While we may help facilitate successful transactions and the resolution of disputes, we do not guarantee the quality, safety, truth or accuracy of Share, User Content, or other services or transactions available via the Service. If you have a dispute with one or more Users, you release us (and our officers, directors, agents, subsidiaries, affiliates and employees) from claims, demands, and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such disputes or your use of the Services. If you are a California resident, you waive California Civil Code §1542, which says: "A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor."

4. License Grant

You retain all your ownership rights in your User Content. By posting any User Content on the Service, you expressly grant, and you represent and warrant that you have a right to grant, to miles2share a royalty-free, sublicensable, transferable, perpetual, irrevocable, non-exclusive, worldwide license to use, reproduce, modify, publish, list information regarding, edit, translate, distribute, publicly perform, publicly display, and make derivative works of all such User Content and your name, voice, and/or likeness as contained in your User Content, in whole or in part, and in any form, media or technology, whether now known or hereafter developed, for use in connection with miles2share's (and its successors and affiliates) business. You also hereby grant each User of the Service a non-exclusive license to access your User Content through the Service, and to use, reproduce, distribute, display and perform such User Content as permitted through the functionality of the Service and under this Agreement.

5. End User Licenses

A. miles2share Service. Subject to the terms and conditions of this Agreement, you are hereby granted a non-exclusive, limited, non-transferable, freely revocable, license to use the Service for your personal, noncommercial use only. miles2share reserves all rights not expressly granted herein in the Service and the miles2share Content (as defined below). miles2share may terminate this license at any time for any reason or no reason.

B. miles2share Software. To use the miles2share Software you must have a mobile device that is compatible with the miles2share Service. miles2share does not warrant that the miles2share Service will be compatible with your mobile device.

1. License Grant. miles2share hereby grants you a non-exclusive, non-transferable, revocable license to use a compiled code copy of the miles2share Software for one miles2share Member account on one mobile device owned or leased solely by you, for your personal use.

2. Restrictions. You may not: (i) modify, disassemble, decompile or reverse engineer the miles2share Software, except to the extent that such restriction is expressly prohibited by law; (ii) rent, lease, loan, resell, sublicense, distribute or otherwise transfer the miles2share Software to any third party or use the miles2share Software to provide time sharing or similar services for any third party; (iii) make any copies of the miles2share Software; (iv) remove, circumvent, disable, damage or otherwise interfere with security-related features of the miles2share Software, features that prevent or restrict use or copying of any content accessible through the miles2share Software, or features that enforce limitations on use of the miles2share Software; or (v) delete the copyright and other proprietary rights notices on the miles2share Software.

3. Software Upgrades. You acknowledge that miles2share may from time to time issue upgraded versions of the miles2share Software, and may automatically electronically upgrade the version of the miles2share Software that you are using on your mobile device. You consent to such automatic upgrading on your mobile device, and agree that the terms and conditions of this Agreement will apply to all such upgrades.

4. Third-Party Code. Any third-party code that may be incorporated in the miles2share Software is covered by the applicable open source or third-party license EULA, if any, authorizing use of such code.

5. Rights Reserved. The foregoing license grant is not a sale of the miles2share Software or any copy thereof, and miles2share or its third party partners or suppliers retain all right, title, and interest in the miles2share Software (and any copy thereof). Any attempt by you to transfer any of the rights, duties or obligations hereunder, except as expressly provided for in this Agreement, is void. miles2share reserves all rights not expressly granted under this Agreement.

6. Government End Users. If the miles2share Software is being acquired on behalf of the United States Government, then the following provision applies. Use, duplication, or disclosure of the miles2share Software by the U.S. Government is subject to restrictions set forth in this Agreement and as provided in DFARS 227.7202-1(a) and 227.7202-3(a) (1995), DFARS 252.227-7013(c)(1)(ii) (OCT 1988), FAR 12.212(a) (1995), FAR 52.227-19, or FAR 52.227-14 (ALT III), as applicable.

7. Export Control. The miles2share Software originates in the United States, and is subject to United States export laws and regulations. The miles2share Software may not be exported or re-exported to certain countries or those persons or entities prohibited from receiving exports from the United States. In addition, the miles2share Software may be subject to the import and export laws of other countries. You agree to comply with all United States and foreign laws related to use of the miles2share Software and the miles2share Service.

6. Our Proprietary Rights

Except for your User Content, the Service and all materials therein or transferred thereby, including, without limitation, software, images, text, graphics, illustrations, logos, patents, trademarks, service marks, copyrights, photographs, audio, videos, music, and User Content (the "miles2share Content"), and all Intellectual Property Rights related thereto, are the exclusive property of miles2share and its licensors. Except as explicitly provided herein, nothing in this Agreement shall be deemed to create a license in or under any such Intellectual Property Rights, and you agree not to sell, license, rent, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit or create derivative works from any materials or content accessible on the Service. Use of the miles2share Content or materials on the Service for any purpose not expressly permitted by this Agreement is strictly prohibited.

You may choose to or we may invite you to submit comments or ideas about the Service, including without limitation about how to improve the Service or our products (“Ideas”). By submitting any Idea, you agree that your disclosure is gratuitous, unsolicited and without restriction and will not place miles2share under any fiduciary or other obligation, and that we are free to use the Idea without any additional compensation to you, and/or to disclose the Idea on a non-confidential basis or otherwise to anyone. You further acknowledge that, by acceptance of your submission, miles2share does not waive any rights to use similar or related ideas previously known to miles2share, or developed by its employees, or obtained from sources other than you.

7. Fees; Billing; Payments

A. Fee Schedule and Billing Policies. You agree to the fees and charges, terms of sale, payment and billing policies applicable to your use of the Service as stated in our Fee and Commission Schedule. miles2share may add new services for additional fees and charges, or amend fees and charges for existing services, at any time in its sole discretion. All fees and charges for your use of the Service are non-refundable, except as may be expressly stated in the Fee and Commission Schedule.

B. Payments. Member sharing ride as a rider pay based on distance of the shared ride and specified rate per ‘Fees and Commission Schedule’ when rider gets into the vehicle to share ride. Amount paid by the rider after netting off miles2share commission per ‘Fees and Commission Schedule’ transferred to driver account once a week. miles2share reserves the right to withhold payment or charge back to your account any amounts otherwise due to us under this Agreement, or any amounts due as a result of a breach of this Agreement by you, pending miles2share's reasonable investigation of such breach. To ensure proper payment, you are solely responsible for providing and maintaining accurate contact and payment information associated with your account, which includes without limitation applicable tax information. If you dispute any payment made hereunder, you must notify miles2share in writing within 24 hours of any such payment; failure to so notify miles2share shall result in the waiver by you of any claim relating to any such disputed payment. Payment shall be calculated solely based on records maintained by miles2share. No other measurements or statistics of any kind shall be accepted by miles2share or have any effect under this Agreement.

8. Privacy

We care about the privacy of our Users. Our Privacy Policy outlines how we use and safeguard your information. By using the Service, you are consenting to have your personal data collected, used, transferred to and processed in the United States.

9. Security

We have implemented commercially reasonable technical and organizational measures designed to secure your personal information from accidental loss and from unauthorized access, use, alteration or disclosure. However, we cannot guarantee that unauthorized third parties will never be able to defeat those measures or use your personal information for improper purposes. You acknowledge that you provide your personal information at your own risk.

10. DMCA Notice

Since we respect artist and content owner rights, it is miles2share's policy to respond to alleged infringement notices that comply with the Digital Millennium Copyright Act of 1998 (“DMCA”).

If you believe that your copyrighted work has been copied in a way that constitutes copyright infringement and is accessible via the Service, please notify miles2share's copyright agent as set forth in the DMCA. For your complaint to be valid under the DMCA, you must provide the following information in writing:

1. An electronic or physical signature of a person authorized to act on behalf of the copyright owner;

2. Identification of the copyrighted work that you claim has been infringed;

3. Identification of the material that is claimed to be infringing and where it is located on the Service;

4. Information reasonably sufficient to permit miles2share to contact you, such as your address, telephone number, and, e-mail address;

5. A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or law; and

6. A statement, made under penalty of perjury, that the above information is accurate, and that you are the copyright owner or are authorized to act on behalf of the owner.

The above information must be submitted to the following DMCA Agent:

Attn: DMCA Notice

miles2share, LLC

Address: 49 Thomas Newton Dr

Westborough, MA - 01581

Phone : 617 213 0735

Email: admin@miles2share.com

UNDER FEDERAL LAW, IF YOU KNOWINGLY MISREPRESENT THAT ONLINE MATERIAL IS INFRINGING, YOU MAY BE SUBJECT TO CRIMINAL PROSECUTION FOR PERJURY AND CIVIL PENALTIES, INCLUDING MONETARY DAMAGES, COURT COSTS, AND ATTORNEYS FEES.

Please note that this procedure is exclusively for notifying miles2share and its affiliates that your copyrighted material has been infringed. The preceding requirements are intended to comply with miles2share's rights and obligations under the DMCA, including 17 U.S.C. 512(c), but do not constitute legal advice. It may be advisable to contact an attorney regarding your rights and obligations under the DMCA and other applicable laws.

In accordance with the DMCA and other applicable law, miles2share has adopted a policy of terminating, in appropriate circumstances and at miles2share's sole discretion, members who are deemed to be repeat infringers. miles2share may also at its sole discretion limit access to the Service and/or terminate the accounts of any Users who infringe any intellectual property rights of others, whether or not there is any repeat infringement.

11. Additional Representations and Warranties

In addition to the other representations and warranties in this Agreement, you affirm, represent and warrant that:

A. You are at least 18 years of age and are fully able and competent to enter into the terms, conditions, obligations, affirmations, representations, and warranties set forth in this Agreement; you are a United States resident; and you have not previously been removed from the Service unless you have a currently valid notice of reinstatement from miles2share.

B. If you are a driver, to the best of your knowledge and belief, any vehicle you use hereunder is in sound and safe condition and free of any known faults or defects that would affect its safe operation under normal use.

C. If you are a driver, you carry at least the minimum automobile liability insurance required by law.

D. Your User Content and miles2share's use thereof as contemplated by this Agreement and the Service will not infringe any rights of any third party, including but not limited to any Intellectual Property Rights, privacy rights and rights of publicity.

E. To the best of your knowledge, all your User Content and other information that you provide to us is truthful and accurate.

12. Third-Party Links

The Service may contain links to third-party websites, advertisers, services, special offers, or other events or activities that are not owned or controlled by miles2share. miles2share does not endorse any such sites or the information, materials, products, or services contained on or accessible through such sites. miles2share has no control over, and assumes no responsibility for, the content, privacy policies, or practices of any third party websites or services. If you access a third party website from the Service, you do so at your own risk, and you understand that this Agreement and miles2share's Privacy Policy do not apply to your use of such sites. You expressly relieve miles2share from any and all liability arising from your use of any third-party website or services or third party owned content. Additionally, your dealings with or participation in promotions of advertisers found on the Service, including payment and delivery of goods, and any other terms (such as warranties) are solely between you and such advertisers. You agree that miles2share shall not be responsible for any loss or damage of any sort relating to your dealings with such advertisers.

We encourage you to be aware of when you leave the Service, and to read the terms and conditions and privacy policy of any third-party website or service that you visit.

13. Indemnity

You agree to defend, indemnify and hold harmless miles2share and its subsidiaries, agents, licensors, managers, and affiliates, and their employees, contractors, agents, officers and directors, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney's fees) arising from: (i) your use of and access to the Service, including any data or content transmitted or received by you; (ii) your violation of any term of this Agreement, including without limitation your breach of any of the representations and warranties above; (iii) your violation of any third-party right, including without limitation any right of privacy, publicity rights or Intellectual Property Rights; (iv) your violation of any law, rule or regulation of the United States or any other country; (v) any claim or damages that arise as a result of any of your User Content or any that is submitted via your account; or (vi) any other partys access and use of the Service with your unique username, password or other appropriate security code.

14. Insurance

miles2share does not maintain insurance and does not provide any insurance coverage to its members.

15. No Warranty

THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. USE OF THE SERVICE IS AT YOUR OWN RISK. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICE IS PROVIDED WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM miles2share OR THROUGH THE SERVICE WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED HEREIN. WITHOUT LIMITING THE FOREGOING, miles2share, ITS SUBSIDIARIES, AND ITS LICENSORS DO NOT WARRANT THAT THE CONTENT IS ACCURATE, RELIABLE OR CORRECT; THAT THE SERVICE WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, UNINTERRUPTED OR SECURE; THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED; OR THAT THE SERVICE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE OR LOSS THAT RESULTS FROM YOUR USE OF THE SERVICE.

miles2share DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE miles2share SERVICE OR ANY HYPERLINKED WEBSITE OR SERVICE, AND miles2share WILL NOT BE A PARTY TO OR IN ANY WAY MONITOR ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES.

16. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL miles2share, ITS AFFILIATES, AGENTS, DIRECTORS, EMPLOYEES, SUPPLIERS OR ITS LICENSORS BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES, THAT RESULT FROM THE USE OF, OR INABILITY TO USE THIS SERVICE. UNDER NO CIRCUMSTANCES WILL miles2share BE RESPONSIBLE FOR ANY DAMAGE, LOSS OR INJURY RESULTING FROM HACKING, TAMPERING OR OTHER UNAUTHORIZED ACCESS OR USE OF THE SERVICE OR YOUR ACCOUNT OR THE INFORMATION CONTAINED THEREIN.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, miles2share ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT; (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO OR USE OF OUR SERVICE; (III) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION STORED THEREIN; (IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SERVICE; (V) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE THAT MAY BE TRANSMITTED TO OR THROUGH OUR SERVICE BY ANY THIRD PARTY; (VI) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE THROUGH THE SERVICE; AND/OR (VII) USER CONTENT OR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY. Regardless of the previous paragraphs, if we are found to be liable, our liability to you or to any third party is limited to the greater of (a) the total fees AND/OR COMMISSIONS you paid to us in the 12 months prior to the FIRST EVENT giving rise to the liability, and (b) $100.

THIS LIMITATION OF LIABILITY SECTION APPLIES WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER BASIS, EVEN IF miles2share HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.

The Service is operated in the United States. miles2share makes no representations that the Service is appropriate for use in other locations. Those who access or use the Service from other jurisdictions do so at their own volition and are entirely responsible for compliance with all applicable United States and local laws and regulations, including but not limited to export and import regulations. You may not use the Service if you are a resident of a country embargoed by the United States, or are a foreign person or entity blocked or denied by the United States government. Unless otherwise explicitly stated, all materials found on the Service are solely directed to individuals, companies, or other entities located in the United States.

17. Assignment

This Agreement, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by miles2share without restriction.

18. General

A. Termination. You may terminate your participation in the Service at any time, for any reason by following the Notice of Termination instructions on the Service, or upon receipt by us of your written or email notice of termination. We may terminate your participation in the Service at any time, for any reason, without explanation. We maintain sole discretion to bar your use of the Service in the future, for any reason that we determine. This Agreement will remain in effect after your participation in the Service terminates.

B. Governing Law. You agree that: (i) the Service shall be deemed solely based in Massachusetts; and (ii) the Service shall be deemed a passive one that does not give rise to personal jurisdiction over miles2share, either specific or general, in jurisdictions other than Massachusetts. This Agreement shall be governed by the internal substantive laws of the State of Massachusetts, without respect to its conflict of laws principles. The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded. Any claim or dispute between you and miles2share that arises in whole or in part from the Service shall be decided exclusively by a court of competent jurisdiction located in Worcester County, Massachusetts, unless submitted to arbitration as set forth in the following paragraph.

C. Arbitration. For any claim (excluding claims for injunctive or other equitable relief) under this Agreement where the total amount of the award sought is less than $10,000, the party requesting relief may elect to resolve the dispute through binding non-appearance-based arbitration. The party electing such arbitration shall initiate the arbitration through an established alternative dispute resolution ("ADR") provider mutually agreed upon by the parties. The ADR provider and the parties must comply with the following rules: a) the arbitration shall be conducted by telephone, online and/or be solely based on written submissions, as selected by the party initiating the arbitration; b) the arbitration shall not involve any personal appearance by the parties or witnesses unless otherwise mutually agreed by the parties; and c) any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.

D. Notification Procedures. miles2share may provide notifications, whether such notifications are required by law or are for marketing or other business related purposes, to you via email notice, written or hard copy notice, or through conspicuous posting of such notice on our website, as determined by miles2share in our sole discretion. miles2share reserves the right to determine the form and means of providing notifications to our Users, provided that you may opt out of certain means of notification as described in this Agreement. miles2share is not responsible for any automatic filtering you or your network provider may apply to email notifications we send to the email address you provide us. We recommend that you add info@miles2share.com to your email address book to help ensure you receive email notifications from us.

E. Entire Agreement/Severability. This Agreement, together with all amendments, all documents referenced in this Agreement, and any other legal notices and agreements published by miles2share via the Service, shall constitute the entire agreement between you and miles2share concerning the Service. If a court of competent jurisdiction deems any provision of this Agreement invalid, the invalidity of such provision shall not affect the validity of the remaining provisions of this Agreement, which shall remain in full force and effect.

F. No Waiver. No waiver of any term of this Agreement shall be deemed a further or continuing waiver of such term or any other term, and miles2share's failure to assert any right or provision under this Agreement shall not constitute a waiver of such right or provision.

Please contact us at 617 213 0735 with any questions regarding this Agreement.