SeatsX.com legal SeatsX.com Terms of Service Last modified: February 20, 2018 Welcome to SeatsX.com The Service SeatsX.com is a commodity transportation unit capacity platform provided through the SeatsX.com Pooling service, including the SeatsX.com app and the SeatsX.com app (“SeatsX.com”), to connect SeatsX.com users that are looking for a ride (“Riders”) with SeatsX.com users that may be headed in the same direction (“Drivers”). SeatsX.com is provided by either (i) Simpson Holdings, Inc., with offices at 248 Bryn Mawr circle, Houston, Texas, 77024, if you are using the Service in the United States, or (ii) Simpson Holdings Cayman Limited, with offices at Gordon House, Barrow Street, Grand Cayman 4, Cayman islands, if you are using the Service in International markets (“Simpson Holdings”). Personal data used in connection with SeatsX.com is controlled and processed by Simpson Holdings, Inc. affiliate, SeatsX.com Ltd. (“Simpson Holdings, Inc.”) according to these terms and the SeatsX.com Privacy Policy (the “SeatsX.com Privacy Policy”). References to (“Terms of Use”) in the SeatsX.com Privacy Policy include these terms, and references to the “Services” and “Application” include SeatsX.com and SeatsX.com’s mobile application. By using SeatsX.com , you are agreeing to: 1. These terms, including the other terms and policies referenced here (the “SeatsX.com Terms”), and 2. The SeatsX.com Privacy Policy (collectively, the “Terms”). Important Note SEATSX.COM IS A COMMODITY TRANSPORTATION UNIT PLATFORM SERVICE THAT CONNECTS RIDERS WITH DRIVERS, AND ALL TRANSPORTATION UNIT ARRANGEMENTS MADE THROUGH SEATSX.COM ARE BETWEEN RIDERS AND DRIVERS. SIMPSON HOLDINGS IS NOT A PARTY TO ANY CARPOOLING AGREEMENTS. SIMPSON HOLDINGS DOES NOT REPRESENT OR ENDORSE AND WILL NOT BE RESPONSIBLE FOR: 1. THE ACTIONS, ERRORS OR OMISSIONS OF ANY SEATSX.COM USER; 2. THE TRUTH OR ACCURACY OF ANY INFORMATION PROVIDED BY A SEATSX.COM USER; OR 3. A SEATSX.COM USERS COMPLIANCE WITH THE TERMS OR ANY APPLICABLE LAW. SIMPSON HOLDINGS DISCLAIMS ALL LIABILITY FOR THE ACTIONS, ERRORS OR OMISSIONS OF SEATSX.COM USERS Using SEATSX.COM General Information. You may only use SeatsX.com to arrange a transportation unit ride for the physical transport of a Rider by a Driver (a “Ride”). You may not use SeatsX.com to provide or procure any other services. Additional Requirements Additional requirements (including age requirements) are set out in the SeatsX.com Help Center. You must comply with these requirements in order to use SeatsX.com . Misuse of SeatsX.com . You may use SeatsX.com only as permitted by law, including applicable export and re-export control laws and regulations. Don’t misuse SeatsX.com . For example: 1. Don’t interfere with SeatsX.com or try to access it using a method other than the interface and the instructions that we provide; and 2. Respect the privacy of your fellow users. In particular, do not misuse personal information about Riders or Drivers that you may access through your use of the Service. We may suspend or stop providing SeatsX.com to you if you do not comply with our terms or policies or if we are investigating suspected misconduct. Intellectual Property Using SeatsX.com does not give you ownership of any intellectual property rights in SeatsX.com or the content you access. You may not use content from SeatsX.com unless you obtain permission from its owner or are otherwise permitted by law. These terms do not grant you the right to use any branding or logos used in SeatsX.com . Don’t remove, obscure, or alter any legal notices displayed in or along with SeatsX.com . Third Party Content SeatsX.com displays some content that is not ours. This content is the sole responsibility of the entity that makes it available. We may review content to determine whether it is illegal or violates our policies, and we may remove or refuse to display content that we reasonably believe violates our policies or the law. But that does not necessarily mean that we review content, so please don’t assume that we do. Communications In connection with your use of SeatsX.com , we may send you notifications, service announcements, administrative messages, promotions and other information, via email, SMS, and other channels. You may opt out of any or all of those communications (other than important communications relating to your account or confirmations) at any time. Safe Use of the Service SeatsX.com is available on mobile devices. Do not use SeatsX.com in a way that distracts you or prevents you from obeying traffic or safety laws. Arranging a Ride Please be considerate when using SeatsX.com . When you schedule and transact a Ride with another SeatsX.com user, you are committing to meet that user at a specified location at a certain time and agreeing to share a Ride with that user, so be sure you want to share the Ride before requesting or accepting it, and make best efforts to be at the meeting point on time. Cancelling a Ride You may cancel a ride by reselling your ride back to the transportation unit market if a bid exists for the given time or you may cancel offering a ride by buying back the ride you offered if an offer exists for the given time. Transportation units are firm contracts, if a Rider does not show up before the departure time, the transportation unit will leave and the rider will be charged, multiple non-performance may affect your ability to request or accept future Rides. Driver-Specific Terms Driver Eligibility Criteria If you are a Driver and want to provide Rides or transportation units through SeatsX.com , you must: 1) Not have a criminal record 2) Hold a valid driving license for the area in which you are driving; 3) Drive safely and in accordance with all applicable driving rules and laws; 4) Ensure your vehicle is roadworthy, and has all certifications required by law; 5) Have appropriate insurance coverage for all rides and any accidents that may occur during a ride, including without limitation personal injury protection insurance coverage for your vehicle with no less than the minimum limits required by applicable law; 6) Only provide rides in a personal capacity and not in the course of a business; 7) Not use SeatsX.com to generate a profit. Providing Rides You agree to not misrepresent in any way, whether material or not, any aspect of your identity, background, credentials, regulated status or professional standing when using SeatsX.com . You agree to comply with all applicable laws and regulations in the jurisdictions in which you provide or offer to provide Rides. If your offer or provision of a Ride requires a license or other regulatory approval, you must first obtain that license or approval and remain in good standing before offering or providing the Ride. Simpson Holdings has no obligation to display your Ride offers and reserves the right to display Ride offers to SeatsX.com users at Simpson Holding’s discretion. Information Shared With Riders The following information may be visible to other users in SeatsX.com to help connect you with Riders: 1) Your name and SeatsX.com profile picture; 2) Your place of work as derived from your work email domain, if you have provided it; 3) Your vehicle make, model, color and registration identifier (license plate); 4) How long you have been a pathfinderone.com user; 5) How long you have been a SeatsX.com user; 6) The number of rides you have completed as a Rider and as a Driver; and 7) The number of times you have been recommended in connection with a ride by other SeatsX.com users. 8) Other profile information that you have added or that is shown on your profile screen In addition, while you are en route to pick up a Rider and for the duration of each Ride, SeatsX.com will share your current location and your estimated time of arrival at the agreed pickup location with the applicable Rider. Rider-Specific Terms Verifying Driver Details Although Simpson Holdings may in some instances attempt to verify certain information provided by Drivers, Simpson Holdings has no obligation to do so and makes no representations regarding the accuracy of such verification. It is your responsibility to verify the identity, qualifications and status of a Driver. Information Shared With Drivers and Riders The following information may be visible to other users in SeatsX.com to help connect you with Drivers and other Riders: 1) The ride you have requested; 2) Your name and SeatsX.com profile picture; 3) Your place of work based on your work email domain, if you have provided it; 4) How long you have been a SeatsX.com application user; 5) How long you have been a SeatsX.com user; 6) The number of Rides you have completed as a Rider and as a Driver; and 7) The number of times you have been recommended in connection with a Ride by other SeatsX.com users. 8)Other profile information that you have added Pricing and Payments Free Rides Drivers may decide to provide a Ride for free. Any terms and conditions that apply to paid Rides will apply to free Rides, except with respect to payment-related matters. Pricing If a Driver does not provide a Ride for free, the Rider may be required to pay the Driver a contribution towards the Driver’s costs of gas and vehicle depreciation in connection with such Ride (the “Market Price”), and the Driver and Rider must mutually agree on the Price before the Ride is confirmed on the exchange. If Driver has enough seats, Driver may offer on the exchange and pick up multiple Riders and each may make contributions towards the Driver’s costs. The Price between each Rider and the Driver may vary depending on whether other Riders join or leave the Driver’s pooling unit and the them current price of the exchange market at the time of the transaction contribution. Any changes in Price can be reviewed in the SeatsX.com app at any time. Any payments (including payment requests and transfers) must be made exclusively through the SeatsX.com platform. Simpson Holding’s Commission Drivers agree that Simpson Holdings may deduct a commission from the Price. The amount the Driver actually receives for a Ride (the Price less Simpson Holding’s commission) is called the “Reimbursement”. Completed Rides Riders are obligated to pay the Price to Drivers once the transaction on the exchange has been completed, additionally an electronic transaction confirmation will occur once the Ride is completed. A Ride is completed after the Driver drops the Rider off at the requested drop-off point, using SeatsX.com, and each of the Driver and Rider have submitted feedback in connection with the Ride. Referrals Eligibility: We may give you the opportunity to refer eligible individuals to join SeatsX.com as Drivers or Riders. To be eligible to participate in a referral program as a referrer, you must: 1. Be a legal resident of your country; 2. Not have a criminal record; 3. Be the age of majority in the country where you reside; and 4. Have a SeatsX.com account and be in good standing. If you violate the Terms, SeatsX.com may suspend or terminate your ability to participate in a referral program. Invite, Referral or Promo Codes: We may provide you with a unique code to distribute to potential new SeatsX.com Drivers or Riders. These codes are owned by SeatsX.com . SeatsX.com may, at any time and in its discretion, (a) limit the number of codes that are made available to you or (b) reclaim, deactivate, invalidate or terminate your code. How to Refer Drivers and Riders: To refer Drivers or Riders, the person must: 1. Have never been a Driver or a Rider previously on SeatsX.com ; 2. Meet all eligibility requirements to be a Driver or Rider on SeatsX.com ; and 3. Satisfy any additional invite, referral or promo requirements. You may refer drivers by: 4. Sending a code via the SeatsX.com app: SeatsX.com may generate an automatic invitation text (SMS) or email to the person you wish to refer. If your invitee clicks on the link in your SMS or email, the code will automatically be applied to the new user’s account. You represent that you have the necessary consent from your referee to send the code. 5. Sending a code directly: You may access a code in the SeatsX.com app, and direct your individuals to manually input your code into their SeatsX.com app. If the individual does not enter your code in their SeatsX.com app, you will not get a referral credit or bonus. Referral Credits or Bonuses: The credit or bonus you receive from referring Drivers or Riders will vary, based on: 6. Which account you use to refer the new user (for example, if you refer from your SeatsX.com Driver account or your passenger account); 7. The region where you reside; and 8. Other factors, determined by SeatsX.com in its sole discretion. Please Note: 1. Credits for a free ride must be used within 60 days’ of the day you receive the credit. Bonuses may be subject to different expiration dates. 2. If you refer a user in a different country or territory than you, that user will get a credit or bonus reflected in his or her local currency. Credits or bonuses may contain additional geographical use limits, as well. 3. Credits for additional rides are not transferable and not redeemable for cash. 4. Driver bonuses will be added to your account and paid in the next payment cycle, together with your completed rides. 5. If more than one person claims credit for an individual’s referral, SeatsX.com, in its sole discretion, will determine who the credit or bonus should be given to. 6. SeatsX.com, in its sole discretion, may limit the number of credits or bonuses awarded to any individual. Prohibited Conduct: SeatsX.com may withhold or deduct any credits or bonuses obtained through a SeatsX.com referral or promo program if SeatsX.com believes that the credit or bonus was in error, fraudulent, illegal or in violation of these Terms. You agree to the following: No Spam: You will not spam anyone with invite codes, and will at all times remain compliant with applicable law. No Selling Codes: You will not sell, trade or barter your invite code under any circumstances. No Advertising Codes: You will not advertise your invite code (for example, through Google, Twitter, Craigslist, Facebook or any network platform ). No Fraudulent Activity: You will not defraud or abuse (or attempt to defraud or abuse) SeatsX.com, the Terms, or any referred individuals. Simpson Holdings Payment Corporation If you are using the Service in the United States, payments are processed by Simpson Holdings Payment Corporation. In order to pay the Price (if you are a Rider) or receive the Reimbursement (if you are a Driver), and you must agree to the payment terms as specified in Simpson Holdings Payment Corporation “Terms of Service” for SeatsX.com. Please ensure that you read those terms carefully before agreeing to them and making any purchase. If you are using the Service in International markets, Simpson Holdings Payment Corporation is not involved in processing your payment and the Simpson Holdings Payment Terms of Service for SeatsX.com will not apply. Payment Processing Methods Simpson Holdings may make available to you various payment processing methods to facilitate SeatsX.com related payments. You must abide by any relevant terms and conditions or other legal agreement, whether with Simpson Holdings, Simpson Holdings Payment Corporation, or a third party, that governs your use of a given payment processing method. Simpson Holdings may add or remove payment processing methods at its sole discretion and without notice to you. If you are a Rider, once a Ride is complete, Simpson Holdings or Simpson Holdings payment processor may charge your credit card or other form of payment that you indicate for the Price, along with any additional applicable amounts (including any taxes). You are solely responsible for all amounts payable associated with Rides you obtain through SeatsX.com . Outstanding Payments If you are a Rider, you agree to pay and are solely responsible for all amounts due for Rides; you will not be able to use the SeatsX.com platform if any amounts are outstanding or due to Drivers. Payment Terms If you are a Driver, your accumulated Reimbursements will be paid to you once per month or more frequently as permitted by the SeatsX.com platform. Notwithstanding the foregoing, Simpson Holdings (or the applicable payment processor) will not be obligated to settle Reimbursements to you: (i) for any Rides for which Simpson Holdings has not received full settlement in final available funds from the Rider or (ii) if your earned balance at the time of disbursement or transfer is less than the minimum amount for Reimbursement specified in the SeatsX.com Payments Help Center. Simpson Holdings may change the minimum amount from time to time. Simpson Holdings will not grant any credit to Drivers. Transaction limits There are limits and maximum transaction amounts in place in connection with SeatsX.com -related payments and disbursements. Please refer to the SeatsX.com Payments Help Center for information on these limits. Compliance with Tax Laws You must comply with any and all applicable tax laws, including the reporting and payment of any taxes arising in connection with your use of SeatsX.com or payments made through SeatsX.com . The reporting and payment of any such applicable taxes are your responsibility. Taxes Drivers are responsible for determining if the Reimbursement is taxable, and for remitting taxes to the appropriate tax authority. Riders must pay for Rides without any reduction for Taxes. (“Taxes”) means any duties, customs fees, or taxes (other than income tax) associated with providing Rides, including any related penalties or interest. Reimbursements and Chargebacks Simpson Holdings is not responsible for any fraudulent use of SeatsX.com or for any chargebacks, reversals or other failure of a Rider to pay the Price. Where a Rider charges back or otherwise reverses a transaction, Drivers agree to return any corresponding amount already provided by SeatsX.com . SeatsX.com may set off any amounts owed to Drivers against any amounts that Driver owes (for example, as a result of chargebacks or reversals). For more information on Reimbursements, see the SeatsX.com Help Center. Disputes Any disputes relating to Rides and carpooling agreements are between Riders and Drivers. Simpson Holdings is under no obligation to resolve disputes between SeatsX.com users. If a Rider and Driver resolve a dispute in the Rider’s favor, Simpson Holdings may deduct the value of any overpaid Reimbursement from future Reimbursements due to the Driver. Privacy Account Information In order to use SeatsX.com , you may be required to provide information about yourself, including your name, phone number, criminal record and email address. If you are a Driver, you will also be required to provide your vehicle’s details, and you agree that Simpson Holdings may import all of this information from your SeatsX.com profile. You agree that any such information that you provide in connection with SeatsX.com will always be accurate, correct and up to date. In addition, in order to make or receive payments through SeatsX.com , you may be required to provide SeatsX.com Ltd. with payment details if you are a Rider (such as credit card number and expiration date) and bank account information if you are a Driver. To protect your privacy, your payment and bank account details may not be stored on SeatsX.com Ltd.’s systems but rather on a third party online payment gateway that assists SeatsX.com Ltd. in the authentication, authorization, charge and maintenance of your payment and bank account details. This is with the provision that such gateway is subject to applicable standards and regulations with respect to the holding of personal information and the processing of online payments. Simpson Holdings Account You need a Simpson Holdings Account in order to use SeatsX.com , and SeatsX.com uses information from your Simpson Holdings Account. For example, SeatsX.com may periodically access your commute patterns and last reported location from your Simpson Holdings Account Location History and use such information to: 1. Suggest pick-up and drop-off points to Riders; and 2. Match Ride Requests to Drivers. You agree that your Simpson Holdings Account information may be provided to SeatsX.com Ltd. and used in connection with SeatsX.com , and that information provided to SeatsX.com Ltd. will be controlled and processed by SeatsX.com Ltd. according to these SeatsX.com Terms and the SeatsX.com Privacy Policy. In addition, SeatsX.com Ltd. may add SeatsX.com events for scheduled Rides to your Simpson Holdings Calendar. Location Data Some features of SeatsX.com make use of detailed location and route information, for example in the form of GPS signals and other information sent by the mobile device on which you use SeatsX.com . These features cannot be provided without this technology. Copyright Protection We respond to notices of alleged copyright infringement and terminate accounts of repeat infringers according to the process set out in the U.S. Digital Millennium Copyright Act. We provide information to help copyright holders manage their intellectual property online. If you think somebody is violating your copyrights in connection with SeatsX.com , you can submit a notice to SeatsX.com Ltd. You can find information about submitting notices and SeatsX.com Ltd.’s policy about responding to notices in SeatsX.com Ltd.’s Copyright Policy. Your Content in SeatsX.com SeatsX.com may allow you to upload, submit, store, send or receive content. You retain ownership of any intellectual property rights that you hold in that content. In short, what belongs to you stays yours. When you upload, submit, store, send or receive content to or through SeatsX.com , you give Simpson Holdings and its affiliates (and those we work with) a worldwide license to use, host, store, reproduce, modify, create derivative works (such as those resulting from translations, adaptations or other changes we make so that your content works better with SeatsX.com ), communicate, publish, publicly perform, publicly display and distribute such content. The rights you grant in this license are for the limited purpose of operating, promoting, and improving SeatsX.com , and to develop new services. This license continues even if you stop using SeatsX.com . Make sure you have the necessary rights to grant us this license for any content that you submit to SeatsX.com . About Software in SeatsX.com SeatsX.com’s mobile application may update automatically on your device once a new version or feature is available. Simpson Holdings gives you a personal, worldwide, royalty-free, non-assignable and non-exclusive license to use the software provided to you by us as part of SeatsX.com . This license is for the sole purpose of enabling you to use and enjoy the benefit of SeatsX.com as provided by us, in the manner permitted by these terms. You may not copy, modify, distribute, sell, or lease any part of SeatsX.com or included software, nor may you reverse engineer or attempt to extract the source code of that software, unless laws prohibit those restrictions or you have our written permission. Open source software is important to us. Some software used in SeatsX.com may be offered under an open source license that we will make available to you. There may be provisions in the open source license that expressly override some of these terms. Our Warranties and Disclaimers We provide SeatsX.com using a commercially reasonable level of skill and care and we hope that you will enjoy using it. But there are certain things that we do not promise about SeatsX.com . Other than as expressly set out in these terms, Simpson Holdings does not make any specific promises about SeatsX.com . For example, we don’t make any commitments about the content within SeatsX.com , the specific functions of SeatsX.com , or its reliability, availability, or ability to meet your needs. SeatsX.com is provided (“AS IS”). Some jurisdictions provide for certain warranties, like the implied warranty of merchantability, fitness for a particular purpose and non-infringement. To the extent permitted by law, we exclude all warranties. All transportation unit agreements made through SeatsX.com are between Riders and Drivers. By providing the SeatsX.com platform, Simpson Holdings acts solely as an intermediary and does not enter any transportation unit agreements itself. Simpson Holdings does not vet SeatsX.com users. Liability for SeatsX.com When permitted by law, Simpson Holdings and Simpson Holding’s suppliers and distributors will not be responsible for lost profits, revenues or data, financial losses or indirect, special, consequential, exemplary or punitive damages. Simpson Holdings will have no liability for: 1. The actions, errors or omissions of any SeatsX.com user; 2. The truth or accuracy of any information provided by any SeatsX.com user; 3. The compliance by any SeatsX.com user with these terms or applicable laws. To the extent permitted by law, the total liability of Simpson Holdings and its suppliers and distributors for any claims under these terms, including for any implied warranties, is limited to $100 USD. In all cases, Simpson Holdings and its suppliers and distributors will not be liable for any loss or damage that is not reasonably foreseeable. We recognize that in some countries, you might have legal rights as a consumer. If you are using SeatsX.com for a personal purpose, then nothing in these terms or any additional terms limits any consumers legal rights which may not be waived by contract. About These SeatsX.com Terms We may modify any terms that apply to SeatsX.com to, for example, reflect changes to the law or changes to our services. You should look at the terms regularly. We’ll post notice of modifications to SeatsX.com Terms on this page. We’ll post notice of modified additional terms in the applicable service. Changes will not apply retroactively and will become effective no sooner than fourteen days after they are posted. However, changes addressing new functions for a service or changes made for legal reasons will be effective immediately. If you do not agree to the modified terms for a service, you should discontinue your use of SeatsX.com . If there is a conflict between these SeatsX.com Terms and any additional terms, the additional terms will control for that conflict. These terms control the relationship between Simpson Holdings, SeatsX.com Ltd., and you. They do not create any third party beneficiary rights. Neither these terms nor your use of SeatsX.com will be construed as creating any relationship, partnership, joint venture, employer-employee, agency, or franchisor-franchisee relationship in any way and of any kind between you and Simpson Holdings. We are constantly changing and improving SeatsX.com . We may add or remove functionalities or features, and we may suspend or stop SeatsX.com altogether. If you do not comply with these terms, and we don’t take action right away, this doesn’t mean that we are giving up any rights that we may have (such as taking action in the future). If it turns out that a particular term is not enforceable, this will not affect any other terms. The laws of Texas, U.S.A., excluding Texas’ conflict of laws rules, will apply to any disputes arising out of or relating to these terms or the Services, all claims arising out of or relating to these terms or the Services will be litigated exclusively in the federal or state courts of Harris County, Texas, USA, and you and Simpson Holdings consent to personal jurisdiction in those courts. Notwithstanding the prior sentence, we recognize that the courts in some countries will not apply Texas law to certain disputes. If you reside in one of those countries, then where Texas law is excluded from applying, your country’s laws will apply to such disputes (contractual or non-contractual) arising out of or relating to these terms or the Service. Similarly, if the courts in your country will not permit you to consent to the jurisdiction and venue of the courts in Harris County, then your local jurisdiction and venue will apply to such disputes. Either party may apply to any court for an injunction or other relief to protect its intellectual property rights. Indemnity You will defend, indemnify, and hold Us and Our officers, directors, employees, agents, each organization for which SeatsX.com facilitates ridesharing among such organization's students, employees, consultants, members and/or other individuals affiliated with such organization (a "Partnering Organization") and any other 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. For information about how to contact Simpson Holdings, please visit our contact page.