Last Modified: [January 2018] Effective Date: [January 2018]

1. Overview.

1.1. Introduction.

This MoveUP User Agreement (this “Agreement”) is an agreement between you (referred to in this Agreement as “you” or “your”) and Unified Potential, Inc., a Virginia non-stock corporation (referred to in this Agreement as “Unified Potential”, “UP”, “we”, “us”, or “our”), the owner and operator of the MoveUP website located at https://moveuplynchburg.org (the “MoveUP Website”) and the MoveUP software and mobile applications (the “MoveUP Apps”). The MoveUP Website and the MoveUP Apps are collectively referred to as the “MoveUP System”, and the MoveUP System and all related systems and services provided by Unified Potential are referred to collectively as the “MoveUP Services.” The MoveUP Services do not include transportation services, taxi services, ride services, or products or services offered or provided (i) by any third parties that may advertise through the MoveUP System or (ii) by Drivers (as defined in Section 6 below). You agree to read this Agreement carefully.

1.2. Binding Contract.

You acknowledge that this Agreement is a legally binding contract between you and Unified Potential and that it governs your access to and use of the MoveUP Services and applies to all Transportation Services (as defined below) that you schedule through the MoveUP System. In this Agreement, you and Unified Potential are sometimes referred to individually as a “party” and collectively as the “parties”, and “User” (and “user”, collectively “Users” or “users”) refers to a person who accesses or uses the MoveUP Services. We may immediately terminate this Agreement or deny access to the MoveUP Services at any time for any reason or no reason.

1.3. Important Provisions.

This Agreement includes important provisions affecting your legal rights and obligations, including, for example, a disclaimer of warranties and limitation of liability by Unified Potential (see Section 15 below), dispute resolution provisions that include a waiver of the right to a jury, a waiver of the right to participate in a class action or similar proceeding, a limitation of the period of time for bringing a claim against us, and an agreement that any court proceedings will take place only in the City of Lynchburg, Virginia, United States (see Section 17 below), and an obligation for you to pay any expenses and liabilities (such as damages, costs, or legal claims) that the UP Parties suffer as a result of your violation of any of the provisions of this Agreement, your use of the MoveUP Services, or other actions by you or anyone in your Ride Group (see Section 14 below). The previous examples are not comprehensive, and you are responsible for reading and agreeing to all of the provisions of this Agreement as a condition of your access to and use of the MoveUP Services.

2. Additional Policies.

Our Privacy Policy, located at https://cdn.moveuplynchburg.org/move-up-privacy-policy (our “Privacy Policy”), explains how we collect and use your information. Our Acceptable Use Policy, located at https://cdn.moveuplynchburg.org/move-up-acceptable-use-policy (our “Acceptable Use Policy”), explains some of your responsibilities when using the MoveUP Services. You understand and agree that the provisions of our Privacy Policy and our Acceptable Use Policy (collectively, the “Policies”) are part of this Agreement and are binding upon you and us.

3. Children.

3.1. Children Under 13.

If you are under the age of thirteen (13) years old, you are prohibited from creating or using a User Account or using the MoveUP System, and you are only permitted to participate in a Scheduled Ride if your parent or legal guardian is part of the same Ride Group.

3.2. Children Ages 13 to 17.

If you are at least thirteen (13) years old but younger than eighteen (18) years old, in order to create and activate a User Account, you must complete an offline verification and approval process (the “Parental Approval Process”) where we obtain the written consent of your parent or legal guardian. If you initiate the creation of a User Account and you are an Eligible Minor, we will send you information about the Parental Approval Process, and your account will initially be suspended until the Parental Approval Process is completed. Until the Parental Approval Process is completed and you are registered in our system as an Authorized Minor, you are prohibited from using your User Account, and you are only permitted to participate in a Scheduled Ride if your parent or legal guardian is part of the same Ride Group.

4. Modification.

As technology changes and as our business grows and develops, we may modify this Agreement and the Policies from time to time. When we modify this Agreement or the Policies, we will give you notice by posting the amended Agreement or Policies on the MoveUP Website or in the MoveUP Apps, and, if the changes meaningfully affect your rights or obligations, we may give you notice by e-mail. The amended Agreement and Policies will include an effective date, and they will be effective on that date. However, any changes to the governing law or dispute resolution provisions set forth in Sections 16 and 17 will not apply to any disputes for which we and you have received actual notice on before such effective date. If you continue to access or use the MoveUP Services after this Agreement or the Policies are amended, you agree to be bound by the revised Agreement and Policies. If you do not agree with the updated Agreement and Policies, you agree that you will promptly (1) discontinue your use of the MoveUP Services, and (2) contact us to request that your User Account be closed. You can access historical versions of this Agreement and the Policies at: https://cdn.moveuplynchburg.org/move-up-acceptable-use-policy.

5. Definitions.

In addition to terms defined in other parts of this Agreement, as used in this Agreement:

5.1. “Affiliate”

“Affiliate” (collectively, “Affiliates”) means, with respect to a person, any other person directly or indirectly controlling, controlled by or under common control with the subject person.

5.2. “Authorized Minor”

“Authorized Minor” (collectively, “Authorized Minors”) means an Eligible Minor whose parent or legal guardian has signed a written authorization agreement for the Eligible Minor to use the MoveUP System and participate in Scheduled Rides without being accompanied by the parent or legal guardian.

5.3. “Cancellation Fee”

“Cancellation Fee” (collectively, “Cancellation Fees”)means a fee of [$____] plus any applicable taxes.

5.4. “Completed Ride”

“Completed Ride” (collectively, “Completed Rides”) means a Scheduled Ride that has been Marked Complete (as defined below) by the applicable user or Driver.

5.5. “Driver Fee”

“Driver Fee” means a Driver’s fee, calculated based on the applicable Driver Fee Schedule, for a Completed Ride.

5.6. “Driver Fee Schedule”

“Driver Fee Schedule” means a Driver’s fee schedule for providing Transportation Services.

5.7. “Eligible Minor”

“Eligible Minor” (collectively, “Eligible Minors”) means an individual who is at least thirteen (13) years old but younger than eighteen (18) years old.

5.8. “Mark Complete”

“Mark Complete”, “Marked Complete”, or “Marking Complete” mean to report through the MoveUP System that a Scheduled Ride has been completed.

5.9. “Person”

“Person” (or “person”) means any individual, corporation, company, partnership, association, trust, unincorporated organization, court or government or political subdivision or agency thereof, any other business entity or legal entity, and any legal person.

5.10. “Ride Request”

“Ride Request” (collectively, “Ride Requests”) means a request by a user to schedule Transportation Services with a Driver.

5.11. “Scheduled Ride”

“Scheduled Ride” (collectively, “Scheduled Rides”) means a Ride Request that has been accepted by a Driver.

5.12. “UP Parties”

“UP Parties” (each, an “UP Party”) means Unified Potential, its Affiliates, and the officers, directors, shareholders, members, managers, employees, attorneys, and agents of Unified Potential or its Affiliates.

6. Description of MoveUP Services.

The MoveUP Services allow users of the MoveUP System to arrange and schedule transportation by motor vehicle (“Transportation Services”) with independent, third-party drivers who have signed up to use the MoveUP System (each a “Driver”, collectively, “Drivers”). The MoveUP System allows you to initiate Ride Requests for yourself and for others. As used in this Agreement, your “Ride Group” refers collectively to you and each such individual who you invite or authorize to participate in a Scheduled Ride. You are responsible for all acts and omissions of each individual in your Ride Group and for paying the applicable Ride Charge for your Ride Group.

7. Your MoveUP User Account.

In order to use most aspects of the MoveUP Services, you must register for and maintain an active personal account (a “User Account”). The User Account registration process requires you to submit to us certain personal information, such as your name, photo, address, e-mail address, phone number, and date of birth, your preferences related to Transportation Services, as well as at least one valid payment method (such as a credit card or other payment method that we accept). As used in this Agreement, “Account Information” means all information associated with a user’s User Account, including any information that the user provides to us in connection with the user’s User Account. You agree to update your Account Information, as necessary, to ensure that it remains current, accurate, and complete. You authorize us to verify your Account Information at any time. If any of your Account Information is untrue, inaccurate, incomplete, or not current, such as an invalid or expired payment method saved in your User Account, we retain the right, in our sole discretion, to suspend or terminate your User Account and your access to the MoveUP Services. You will not access or use, or attempt to access or use, any other person’s User Account. Unless otherwise expressly permitted by us in writing, you will only register for one User Account, except that you may have both one User Account and one Driver Account (as defined in the MoveUP Driver Agreement located at: https://cdn.moveuplynchburg.org/move-up-driver-agreement).

8. Using the MoveUP Services.

8.1. Permission to Use the MoveUP Services.

Subject to your compliance with this Agreement and the Policies, we grant you permission to access and use the MoveUP Services for your personal, non-commercial purposes. If you violate this Agreement or the Policies, your permission to use the MoveUP Services will automatically terminate. Your permission to access and use the MoveUP Services will also terminate automatically if your User Account is suspended, closed, or deleted. Your permission to access and use the MoveUP Services is personal, non-exclusive, non-assignable, non-sublicensable, and may be limited or revoked by us at any time. We reserve the right, in our sole discretion, to refuse service and/or to suspend or terminate your User Account.

8.2. Your Responsibilities.

You are responsible for maintaining the confidentiality of the login credentials (such as password and e-mail address, phone number, or username) used to access your User Account (your “Login Credentials”). You acknowledge and agree that you are responsible for any activities that occur through your User Account, whether or not authorized by you, including paying for any Scheduled Rides for which a Ride Request was submitted through your User Account. You agree to immediately notify us of any security breach associated with your Login Credentials or your User Account and of any unauthorized use of your User Account. We will not be liable for your losses caused by any unauthorized use of your User Account, and you acknowledge and agree that you may be liable for the losses of the UP Parties or others due to such unauthorized use. You will not authorize third parties to use your User Account, and you will not allow anyone under the age of 18 years to receive Transportation Services from a Driver unless such individual is an Authorized Minor or is accompanied by his or her parent or legal guardian. You will not assign or otherwise transfer your User Account to any other person. You will only use the MoveUP Services in compliance with all applicable laws. You will only use the MoveUP Services for personal, non-commercial purposes. You must not use MoveUP Services in any manner that causes nuisance, annoyance, inconvenience, or property damage to a Driver or any other person.

8.3. Restrictions.

You agree that you will not engage in any of the following activities or permit or allow any other person to do so: (i) remove any copyright, trademark, or other proprietary notices from any portion of the MoveUP Services; (ii) reproduce, modify, prepare derivative works based upon, distribute, license, lease, sell, resell, transfer, publicly display, publicly perform, transmit, stream, broadcast or otherwise exploit the MoveUP Services except as expressly permitted by us; (iii) decompile, reverse engineer, or disassemble the MoveUP Services; (iv) mirror or frame any portion of the MoveUP Services; (v) create or launch any programs or scripts for the purpose of scraping, indexing, surveying, or otherwise data mining any portion of the MoveUP Services or unduly burdening or hindering the operation and/or functionality of any aspect of the MoveUP Services; or (vi) attempt to gain unauthorized access to or impair any aspect of the MoveUP Services or its related systems or networks.

8.4. Third Party Services and Content.

The MoveUP Services may be made available or accessed in connection with third party services and content (including advertising) that we do not control. Different terms of use and privacy policies may apply to your use of such third party services and content. We do not endorse such third party services and content and in no event will we be responsible or liable for any products or services of such third party providers. We do not endorse and are not responsible for any content or information provided by another user or a Driver, including without limitation through the MoveUP Services, a Driver’s website, or social media accounts.

8.5. Ride Requests.

When you use the MoveUP System to search for Drivers that are available to provide your desired Transportation Services, the MoveUP System will present you with all available Drivers matching your criteria and will display their applicable Driver Fee Schedule and an estimate of the applicable Driver Fee. When you initiate a Ride Request, you are making an offer to the applicable Driver to pay the applicable Driver Fee based on the applicable Driver Fee Schedule in exchange for the Driver providing the requested Transportation Services. For any reason, a Driver may choose (but is not obligated to) to waive or reduce the Driver Fee for any Scheduled Ride, but a Driver may not increase the Driver Fee. However, if the Driver Fee is calculated, in whole or in part, based on the distance or duration of the Scheduled Ride, then the Driver Fee may be more than the initial estimate displayed to you when you initiated the Ride Request.

8.6. Relationship with Drivers.

Your initiation of a Ride Request and the acceptance of that Ride Request by a Driver creates a direct business relationship between you and that Driver. You acknowledge and agree that we are not responsible or liable for the Transportation Services or the actions or inactions of the Driver or any other person. You will have the sole responsibility for any obligations or liabilities to users or third parties that arise from your participation (or the participation of anyone in your Ride Group) in the Transportation Services. You acknowledge and agree that we may provide certain information about you to the Driver, including your name, contact information, and photo.

8.7. Insurance.

8.7.1.

You understand and agree that Unified Potential does not offer or provide any form of insurance and that Unified Potential does not, and will not, provide you or any Drivers or Participants with any insurance coverage for liability, damages, or losses of any kind (whether incurred by you or others) arising out of the use of a Driver’s Transportation Services, any acts or omissions of Drivers or Participants, or the use of the MoveUP Services. You further acknowledge and agree that you are solely responsible for obtaining and maintaining appropriate insurance coverage to protect yourself, the Participants in your Ride Group, and your Authorized Minors for damages, harm (including personal injury and death), or losses arising out of the use of a Driver’s Transportation Services or the acts or omissions of Drivers or Participants.

8.7.2.

We may, from time to time, require Drivers to carry specific insurance policies as specified in our Driver Eligibility Policy located at https://cdn.moveuplynchburg.org/move-up-driver-eligibility-policy (the “Driver Eligibility Policy”), but you acknowledge and agree that we are not responsible for verifying or confirming that any Driver is in compliance with those insurance requirements or has the required or appropriate insurance coverage.

9. User Content.

9.1. Generally.

As used in this Agreement, “User Content” means all Account Information, and all content (including without limitation, text, photos, ratings, reviews, graphics, audio, video, and other materials) that a user or a Driver uploads, posts, sends, submits, transmits, or otherwise transfers to or through the MoveUP Services. You acknowledge and agree that we do not prescreen User Content and that we are not responsible for the content of any User Content, and we make no guarantees as to the validity, accuracy, or legal status of any User Content. Nevertheless, we may at any time, with or without notice to you, block, interrupt, delete, or otherwise remove, disable or restrict access to, or refuse to display or transmit any User Content.

9.2. Your Content.

You represent and warrant to the UP Parties that your User Content complies (and will at all times continue to comply) with the terms of this Agreement and the Policies. You acknowledge and agree that your User Content will be treated as non-confidential and non-proprietary, except as otherwise specifically provided in our Privacy Policy. You retain any ownership rights you have in your User Content, and nothing in this Agreement limits your right to use your User Content outside of the MoveUP Services or your right to license or sell your User Content to others. You grant us a worldwide, royalty-free, non-exclusive, transferable, sublicensable, perpetual, and irrevocable license (the “Content License”) to record, use, practice, copy, modify, adapt, create derivative works of, store, host, publish, publicly perform, publicly display, distribute, communicate, and transmit your User Content in any and all media or distribution methods (now known or later developed), to exercise all Intellectual Property Rights (as defined below) in and to your User Content, and to exercise Publicity Rights (as defined below) with respect to each identifiable person in your User Content. Subject to our Privacy Policy, the Content License permits us, for example, to use your User Content to provide and improve the MoveUP Services for you and other Users, to protect the safety, rights, property, or security of Unified Potential or others, to resolve disputes, to market and promote Unified Potential and the MoveUP Services, and for other business purposes.

9.3. Third Party Access.

You understand and agree that some or all of your User Content may be accessed or viewed by other users, Drivers, and other third parties. You hereby grant to each user and Driver permission to access and view any of your User Content that is available through the MoveUP Services to such user or Driver (until the User Content is removed from the MoveUP Services or the user or Driver no longer has access to the User Content through the MoveUP Services). Some portions of the MoveUP Services may include options or controls to limit the sharing or visibility of your User Content, and we will respect the choices you make using those options or controls. We will only share your User Content with third parties as permitted by this Agreement and our Privacy Policy.

9.4. Third Party Rights.

You represent and warrant to the UP Parties: (1) that you have the right (and have obtained any and all necessary permissions, consents, and authorizations) to grant us the Content License and to grant all other rights and licenses granted in this Agreement, and (2) that the use of your User Content and the exercise of the Content License by the UP Parties (and their sublicensees) will not violate or infringe the Intellectual Property Rights (as defined below) or other rights of any person. In addition, you represent and warrant to the UP Parties: (a) that none of your User Content will contain third party copyrighted material or material that is subject to other third party Intellectual Property Rights unless you have written permission from the rightful owner of the materials (or you are otherwise legally entitled) to upload, post, send, submit, transmit, or otherwise transfer such materials as part of your User Content, to grant us the Content License, and to grant all other rights and licenses granted in this Agreement; (b) that none of the User Content is false, slanderous, libelous, or in any way defamatory; and (c) that you have the written consent, release, and/or permission of each and every identifiable person in your User Content to use (and to grant us, as part of the Content License, the right to use) the person’s name, image, photo, portrait, voice, sound-alike, likeness, and persona in connection with your User Content.

9.5. Network Access and Devices.

It is your responsibility to obtain and maintain the mobile phone, e-mail and internet access necessary to use the MoveUP Services and to obtain and update compatible devices necessary to access and use the MoveUP Services. We do not guarantee that the MoveUP Services will function on any particular hardware or devices. Your internet service provider or mobile network’s data, phone call, and messaging rates and fees may apply when you access or use the MoveUP Services. The MoveUP Services may be subject to malfunctions and delays inherent in the use of the internet and electronic communications.

10. Ratings and Reviews.

For each Completed Ride, the MoveUP Services may enable you to submit a rating, review, or comments (collectively, a “Driver Rating”) for the Completed Ride and the Driver who provided the Transportation Services. You represent and warrant that each Driver Rating you submit will be based on your honest opinion of the Completed Ride, the Driver, and the Transportation Services, and that all statements of fact in each Driver Rating will be true and accurate to the best of your knowledge and belief. You understand and agree that you are prohibited from accepting any discounts, compensation, or free products or services in exchange for providing a favorable Driver Rating. Your Driver Rating will be attributed to you and will be viewable by all users of the MoveUP Services. We may edit or remove any Driver Rating if we determine it violates our Acceptable Use Policy or for any other reason. We will have the right to use, share, and display each Driver Rating in any manner in connection with the business of Unified Potential, without any obligation to provide an accounting or compensation to you.

11. Payment.

11.1. Generally.

If you make any Ride Requests, you agree that you will provide and maintain complete and accurate billing contact and payment information as requested by us (your “Payment Information”) as part of your Account Information. Subject to our Privacy Policy, your Payment Information may be transmitted to and stored by a third party payment processor. You are responsible for making full and complete payment for all Scheduled Rides and all associated charges, fees, and expenses, including payment of all applicable Driver Fees, Cancellation Fees, Cleaning Charges, and any voluntary MoveUP Fund Donations. In no event are we responsible for any failure to process any payments. If your primary payment method listed in your User Account is determined to be expired, invalid, or otherwise not able to be charged, then we may use any other payment method listed in your User Account. If we are unable to process any payments owed by you using your Payment Information, the Driver may send you an invoice for the amount that you owe, and you agree to pay such invoice within fourteen (14) days of the date thereof. We may, in our discretion, suspend your User Account or cancel your Scheduled Rides, while any such invoices remain unpaid. In the event of a charge back by a credit card issuer, or any similar action by a payment provider or processor (a “Charge Back”), you agree that we may cancel any Scheduled Rides associated with the Charge Back and suspend, close, or terminate your User Account. Any cancellation of a Scheduled Ride pursuant to this paragraph will be deemed a cancellation by you for purposes of Section 11.5 below. Except as otherwise expressly stated in this Agreement, or as otherwise expressly determined by Unified Potential, all payments are final and non-refundable.

11.2. Ride Charge.

11.2.1. Payment of Ride Charge.

Upon the completion or end of a Scheduled Ride, either you or the Driver must report to us that the Scheduled Ride has been completed by using the Mark Complete interface in the MoveUP System. When a Scheduled Ride is Marked Complete, we will, as the Driver’s limited payment collection agent, charge you the applicable Driver Fee based on the applicable Driver Fee Schedule (less any reductions made by the Driver) plus any applicable taxes (collectively, the “Ride Charge”) using your Payment Information, and you agree that you will pay the Ride Charge.

11.2.2. Initial Payment Authorization.

For each of your Scheduled Rides, you authorized us, as the Driver’s limited payment collection agent, to use your Payment Information to perform an initial payment authorization (an “Initial Payment Authorization”) in an amount up to the estimated Ride Charge (the “Pre-Authorized Amount”). However, we may determine not to perform an Initial Payment Authorization for some Scheduled Rides. When an Initial Payment Authorization is performed, the Pre-Authorized Amount is held on the payment card associated with your Payment Information for up to 7 days. Although the Pre-Authorized Amount is not a charge, some banks or payment card providers may display it as a charge during the 7-day authorization hold period. When a Scheduled Ride is Marked Complete, if we performed an Initial Payment Authorization, the Ride Charge will be processed by capturing the payment from the Pre-Authorized Amount, and the balance of the Pre-Authorized Amount, if any, will be released. If the Pre-Authorized Amount is less than the Ride Charge, the balance of the Ride Charge may be processed as a second payment transaction.

11.3. Donations to the MoveUP Transportation Fund.

Unified Potential controls and administers a non-profit fund (the “MoveUP Transportation Fund”) for various purposes, including providing and improving transportation options for people in the Lynchburg, Virginia area. We encourage you to make voluntary donations (each, a “MoveUP Fund Donation”) to the MoveUP Transportation Fund to support those efforts. To make it easier for you to donate, during a Scheduled Ride the MoveUP Apps may display a notification inviting you to make a MoveUP Fund Donation. If you choose to make a MoveUP Fund Donation, the specified amount will be paid and processed using your Payment Information. We also may provide a “RoundUP for Good” feature that will allow you to choose, either as a default preference in your User Account or for each individual Completed Ride, to round up the applicable Ride Charge to the nearest whole dollar (if it is not already a whole dollar amount) and to donate the additional amount as a MoveUP Fund Donation. (For example, if the Ride Charge is $19.50 and you choose the RoundUP for Good option, your Ride Charge would be $20.00, of which $0.50 would be your MoveUP Fund Donation.) The MoveUP System may process your MoveUP Fund Donation as part of a single payment transaction along with the Driver Fee (and any applicable taxes) or as a separate payment transaction using your Payment Information. At this time, donations and other contributions to the MoveUP Transportation Fund are not tax-deductible.

11.4. Cleaning Charges.

Except for ordinary wear and tear, you will be solely responsible, and will indemnify and hold the UP Parties harmless, for any and all repairs, replacements, or cleaning of Driver equipment, vehicles, and other property made necessary by your use (or the use of anyone in your Ride Group) of the Transportation Services. We will verify all reports by Drivers of the need for repair, replacement, or cleaning. In the event we determine, in our reasonable discretion, that you are responsible for such repair, replacement, or cleaning, then we will, as the Driver’s limited payment collection agent, charge you the reasonable cost of such repair, replacement, or cleaning (the “Cleaning Charges”), plus any applicable taxes, using your Payment Information, and you agree that you will pay such Cleaning Charges. Payments for Cleaning Charges are final and non-refundable. If the Cleaning Charges are less than the Driver’s actual costs for repair, replacement or cleaning, the Driver may, in the Driver’s sole discretion, undertake to collect the difference from you through any means, other than through the MoveUP Services, permitted by applicable law.

11.5. Cancellation Fee.

If you cancel a Scheduled Ride, then we will, as the Driver’s limited payment collection agent, charge you the Cancellation Fee using your Payment Information, and you agree that you will pay such Cancellation Fee.

11.6. Receipts.

We will send you receipts by e-mail for all payments (including MoveUP Fund Donations) you make through the MoveUP System. If you believe there is an error in any receipt that we issue, you must submit any corrections to us in writing within five (5) days after the completion of the applicable Completed Ride. Unless you send such a notice, we will not be liable for any mistakes in or corrections to the receipt or for recalculation of the charges reflected thereon.

12. Intellectual Property Rights.

12.1. Generally.

You acknowledge and agree that, except for User Content and except as otherwise expressly stated in this Agreement, Unified Potential (or its licensors) own all Intellectual Property Rights in and to all content and materials displayed, transmitted, performed, included, or provided by us on or through the MoveUP Services, including without limitation all text, titles, photos, graphics, logos, designs, audio and video transmissions and recordings, and other content (collectively, “MoveUP Materials”). Except as otherwise expressly provided in this Agreement, we retain all rights in and to the MoveUP Services and the MoveUP Materials. As used in this Agreement, “Intellectual Property Rights” means intellectual property rights arising from or in respect of the following, whether protected, created, or arising under the laws of the United States or any other jurisdiction: (i) fictional business names, trade names, company and corporate names, trademarks and service marks (whether registered or unregistered), logos, Internet domain names, and trade dress rights, together with the goodwill associated with any of the foregoing (collectively, “Marks”); (ii) inventions, patent applications, and patents issued therefrom in the United States and in all other countries, including all continuations, divisionals, continuations-in-part, inventions registrations, re-examinations, registrations, renewals, utility models, reissues and the like corresponding thereto (collectively, “Patents”); (iii) copyrights and registrations and applications therefor (collectively, “Copyrights”); (iv) proprietary and confidential information which constitute trade secrets, such as proprietary and confidential know-how, inventions, discoveries, concepts, ideas, methods, processes, designs, formulae, technical data, drawings, specifications, and data bases in each case excluding any of the foregoing to the extent the rights therein comprise or are protected by Copyrights or Patents (collectively, “Trade Secrets”); (v) publicity rights, including without limitation the right to use a Person’s name, image, photo, portrait, voice, sound-alike, likeness, and persona for advertising, marketing, promotional, trade, business, and commercial purposes (collectively, “Publicity Rights”); and (vi) moral rights and privacy rights (collectively, “Other IP Rights”).

12.2. Our Trademarks.

The names “Unified Potential” and “MoveUP” and the graphics, icons, logos, service names, designs, and layouts associated with the MoveUP Services are the Marks of Unified Potential in the United States and/or other countries. You acknowledge and agree that you will not use any of our Marks (including as part of other Marks and/or Internet domain names) in connection with any product or service in any manner that is likely to cause confusion or dilution of our Marks. All other Marks are the property of the respective owners.

12.3. Feedback.

We encourage you to send us messages, feedback, or data, including, for example, ideas, comments, suggestions, or questions about the MoveUP Services or any other product or service (collectively, “Feedback”). You agree not to send us any information or ideas that are sensitive or confidential, and you agree that any Feedback we receive from you will not be considered confidential. You grant us a worldwide, royalty-free, exclusive, transferable, sublicensable, perpetual, and irrevocable license to record, use, practice, copy, modify, adapt, create derivative works of, store, host, publish, publicly perform, publicly display, distribute, communicate, and transmit your Feedback in any and all media or distribution methods (now known or later developed), and to exercise all Intellectual Property Rights in and to your Feedback. We will be entitled to use the Feedback for any commercial or other purpose whatsoever (including, for example, developing, improving, producing, providing, or marketing products and services) without compensation to you or any other person sending the Feedback, and we will not be under any obligation to tell you if and how we use the Feedback. 12.4. The provisions of this Section 12 will continue to apply even if you stop using the MoveUP Services and will survive the closing, deletion, expiration, or termination of your User Account or this Agreement.

13. Claims of Intellectual Property Infringement.

13.1. Generally.

We respect the Intellectual Property Rights of others, and we require each of our users to do the same. We take claims of infringement of Intellectual Property Rights seriously, and we reserve the right, in our sole discretion, to block, interrupt, delete, or otherwise remove, disable or restrict access to, or refuse to display or transmit (collectively, “Remove” or “Removing”) any User Content. In appropriate cases and in our sole discretion, we may Remove User Content if properly notified that such User Content infringes a third party’s Intellectual Property Rights. It is our policy, in appropriate circumstances, to disable and/or terminate the User Accounts of users who are repeat infringers. Without limiting any of our rights to take other action described in this Agreement, including without limitation, immediately Removing or modifying Infringing Content without notice, we will, within a reasonable period of time following our receipt in writing of a final, non-appealable court order finding that specific User Content infringes a third party’s Intellectual Property Rights (“Infringing Content”), Remove or modify such Infringing Content in the jurisdictions to which such order applies.

13.2. Reporting Claims of Copyright Infringement.

13.2.1. Digital Millennium Copyright Act (DMCA) Notice Procedures.

We will respond to notices of alleged copyright infringement that comply with applicable law. If you believe any materials accessible on or through the MoveUP Services infringe your copyright, you may request removal of those materials (or access thereto) from the MoveUP Services by submitting written notification to the Unified Potential Intellectual Property Agent (designated below). In accordance with the Online Copyright Infringement Liability Limitation Act of the Digital Millennium Copyright Act (17 U.S.C. § 512) (the “DMCA”), the written notice (the “DMCA Notice”) must include substantially the following:

• Your physical or electronic signature;

• Identification of the copyrighted work you believe to have been infringed or, if the claim involves multiple works on the MoveUP Services, a representative list of such works;

• Identification of the material you believe to be infringing in a sufficiently precise manner to allow us to locate that material;

• Adequate information by which we can contact you (such as your name, mailing address, telephone number, and, if available, an e-mail address);

• A statement that you have a good faith belief that use of the copyrighted material is not authorized by the copyright owner, its agent or the law;

• A statement that the information in the written notice is accurate; and

• A statement, under penalty of perjury, that you are authorized to act on behalf of the copyright owner.

Unified Potential’s designated Intellectual Property Agent to receive DMCA Notices is: Andrew B. Stockment Lenhart Pettit 530 East Main Street P.O. Box 2057 Charlottesville, VA 22902 434-979-1400 DMCA-clientnotices@lplaw.com

If you fail to comply with all of the requirements of Section 512(c)(3) of the DMCA, your DMCA Notice may not be effective.

Please be aware that if you knowingly materially misrepresent that material or activity on the MoveUP Services is infringing your copyright, you may be held liable for damages (including costs and attorneys’ fees) under Section 512(f) of the DMCA.

13.2.2. DMCA Counter-Notification Procedures.

If you believe that your User Content was removed or access to it was disabled by mistake or misidentification, you may file a counter-notification with Unified Potential (a “DMCA Counter-Notice”) by submitting written notification to the Unified Potential Intellectual Property Agent (identified above). Pursuant to the DMCA, the DMCA Counter-Notice must include substantially the following:

• Your physical or electronic signature;

• Identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access disabled;

• A statement under penalty of perjury by you that you have a good faith belief that the material identified above was removed or disabled as a result of a mistake or misidentification of the material to be removed or disabled;

• Your name, address, and telephone number (and if you wish to facilitate our ability to contact you, your e-mail address); and

• A statement that you consent to the jurisdiction of the Federal District Court for the judicial district in which your address is located (or if your address is outside of the United States, for any judicial district in which Unified Potential may be found), and that you will accept service of process from the person who provided us with the DMCA Notice at issue.

The DMCA allows us to restore the removed content if the party filing the original DMCA Notice does not file a court action against you within ten business days of receiving the copy of your DMCA Counter-Notice.

Please be aware that if you knowingly materially misrepresent that material or activity on the MoveUP Services was removed or disabled by mistake or misidentification, you may be held liable for damages (including costs and attorneys’ fees) under Section 512(f) of the DMCA.

13.3. Reporting Claims of Other Intellectual Property Infringement.

If you believe any User Content accessible on or through the MoveUP Services infringes your Intellectual Property Rights (other than your copyrights), you may request removal of the User Content from the MoveUP Services by submitting written notification to the Unified Potential Intellectual Property Agent (designated above). The written notice (an “Infringement Notice”) must include all of the following:

• Your physical or electronic signature.

• Identification and description of the Intellectual Property Rights you believe to have been infringed. If you are reporting a claim of trademark infringement, your written notice must identify the exact trademark, service mark, or other mark (and if the mark is anything other than standard characters, you must include a copy of the mark), a description of the goods or services for which you believe you have trademark rights, the registration number and office of registration (if applicable), and a description of the reason why you believe the User Content (“Alleged Infringing Content”) causes a likelihood of confusion with or dilution of your mark.

• Identification of the Alleged Infringing Content you believe to be infringing in a sufficiently precise manner to allow us to locate it. Adequate information by which we can contact you (such as your name, mailing address, telephone number, and, if available, an e-mail address).

• A statement that you have a good faith belief that use of the Alleged Infringing Content is not authorized by the owner of the Intellectual Property Rights, the owner’s agent, or the law.

• A statement that the information in the written notice is accurate.

• A statement, under penalty of perjury, that you are the authorized owner of the Intellectual Property Rights or that you are authorized to act on behalf of the owner of the Intellectual Property Rights.

Upon receipt of an Infringement Notice, we may act in any manner that we deem reasonable and appropriate, including without limitation, temporarily or permanently Removing the Alleged Infringing Content described in such Infringement Notice. However, we will generally endeavor to provide a copy of the Infringing Notice to the user who is responsible for the applicable Alleged Infringing Content (the “Responsible Party”) and request that such Responsible Party provide a written response to the party alleging infringement (the “Asserting Party”) or to us, in which case we will forward such response to the Asserting Party, together with the Responsible Party’s contact information (name, address and e-mail address). If the Responsible Party’s response is not satisfactory to the Asserting Party, or the Responsible Party fails to respond within ten (10) business days of the date we forward the Infringement Notice, we may disclose, if known, the name, address, e-mail address, and other contact information of such Responsible Party to the Asserting Party, in which case, such Responsible Party and such Asserting Party will communicate directly to resolve the matters alleged in such Infringement Notice. Thereafter, but without limiting our rights to take any other action that we deem appropriate or reasonable (including Removing the Alleged Infringing Content), we will Remove or otherwise act with respect to the Alleged Infringing Content upon a written direction from both the Asserting Party and the Responsible Party or in accordance with Section 13.1 above.

WE HAVE NO RESPONSIBILITY OR LIABILITY FOR ANY USER CONTENT OR ANY OTHER CONTENT OR MATERIALS THAT ARE POSTED, DISPLAYED, OR TRANSMITTED BY ANY PERSON IN CONNECTION WITH THE MOVEUP SERVICES (COLLECTIVELY, “THIRD PARTY MATERIALS”) OR FOR ANY FAILURE TO REMOVE ANY THIRD PARTY MATERIALS. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT AND SUBJECT TO APPLICABLE LAW, ANY PERSON WHICH ALLEGES THAT ANY THIRD PARTY MATERIALS INFRINGES ITS OR A THIRD PARTY’S INTELLECTUAL PROPERTY RIGHTS EXPRESSLY AND FOREVER WAIVES ALL SUCH INFRINGEMENT CLAIMS AGAINST THE UP PARTIES AND AGREES THAT ITS SOLE RECOURSE WITH RESPECT TO ANY SUCH CLAIMS WILL BE AGAINST THE PERSON OR ENTITY WHO POSTED OR IS OTHERWISE RESPONSIBLE FOR SUCH THIRD PARTY MATERIALS.

WE HAVE NO RESPONSIBILITY OF LIABILITY TO ANY PERSON FOR REMOVING ANY THIRD PARTY MATERIALS. EACH USER EXPRESSLY AND FOREVER WAIVES ALL CLAIMS AGAINST THE UP PARTIES ARISING OUT OF OR RELATING TO THE TEMPORARY OR PERMANENT SUSPENSION OR REMOVAL OF ANY THIRD PARTY MATERIALS.

You agree that if you knowingly materially misrepresent that User Content or activity on the MoveUP Services is infringing Intellectual Property Rights, you will be held liable, and will reimburse us, for costs and fees (including attorneys’ fees) and other damages we incur in reviewing, investigating, addressing, and responding to your written notice and the claims made in such notice.

14. Indemnification.

You will indemnify, defend and hold harmless the UP Parties (and their successors and assigns) from, against, and with respect to any and all liabilities, claims, losses, damages (including without limitation property damage and all incidental, consequential, punitive, special, and exemplary damages), injuries (including without limitation personal injury, sickness, and death), interest, fines, taxes, premiums, assessments, penalties, costs, and expenses (collectively, “Claims”), including without limitation any and all attorneys’ fees, paraprofessionals’ fees, and expenses incurred in the defense of Claims (whether or not a suit is instituted and, if so instituted, through all trial and appellate levels), arising out of, related to, or resulting from: (i) the use of the MoveUP Services or the Transportation Services by you or anyone in your Ride Group; (ii) your breach of this Agreement or of any of your representations or warranties; (iii) the negligence or willful misconduct of you or anyone in your Ride Group; (iv) the violation of any applicable law by you or anyone in your Ride Group; (v) the violation or infringement of the rights of a Driver or any other person by you or anyone in your Ride Group; or (vi) the UP Parties’ use of your User Content. Notwithstanding the foregoing, nothing in this Agreement requires you to indemnify, defend, or hold harmless the UP Parties (or any other person) for any Claims to the extent that such Claims occur as a result of our gross negligence, recklessness, or willful misconduct. The provisions of this Section 14 apply to the fullest extent permitted by applicable law. Your obligations under this Section will continue even if you stop using the MoveUP Services and will survive the closing, deletion, expiration, or termination of your User Account or this Agreement.

15. Disclaimers and Limitation of Liability – PLEASE READ CAREFULLY.

This Section 15 limits the liability of the UP Parties. The provisions of this Section apply to the maximum extent permitted under applicable law. Some jurisdictions do not permit the limitation of liability in contracts or the disclaimers of implied warranties, so some or all of the provisions of this Section may not apply to you.

15.1.

You understand and agree that Unified Potential does not provide Transportation Services, that Drivers are independent contractors and are not our employees or agents, and that we are not responsible or liable for the acts or omissions of Drivers. We perform limited background checks on Drivers as described in our Driver Eligibility Policy. However, you may be introduced to a Driver or other third party that may pose a risk of harm to you or others. We make no representation or warranty about the quality, suitability, safety, ability, experience, character, or professionalism of Drivers. WE EXPRESSLY DISCLAIM ALL LIABILITY FOR ANY ACT OR OMISSION OF DRIVERS, YOU, AND ANYONE IN YOUR RIDE GROUP. AS BETWEEN YOU AND US: YOU ASSUME, ON BEHALF OF YOURSELF AND EVERYONE IN YOUR RIDE GROUP, ALL RISKS ARISING OUT OF THE TRANSPORTATION SERVICES. YOU ARE ADVISED, AND HEREBY AGREE, TO TAKE REASONABLE SAFETY PRECAUTIONS WITH RESPECT TO THE TRANSPORTATION SERVICES. NOTWITHSTANDING ANY OTHER PROVISION IN THIS AGREEMENT TO THE CONTRARY, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, YOU, ON YOUR OWN BEHALF AND ON BEHALF OF EVERYONE IN YOUR RIDE GROUP AND YOUR RESPECTIVE SUCCESSORS, HEIRS, AND ASSIGNS, HEREBY FOREVER RELEASE, ACQUIT, DISCHARGE, AND AGREE NOT TO SUE OR INSTITUTE ANY LEGAL ACTION AGAINST THE UP PARTIES FROM, AGAINST, AND WITH RESPECT TO, ALL CLAIMS, ACTIONS, LIABILITY, OBLIGATIONS, DAMAGES, CAUSES OF ACTION (WHETHER BASED IN TORT, CONTRACT, OR ON ANY LEGAL OR EQUITABLE GROUND OR THEORY OF RECOVERY) ARISING FROM, RELATED TO, OR ASSOCIATED WITH: (1) THE TRANSPORTATION SERVICES, (2) ANY ACTS OR OMISSIONS OF THE DRIVERS, THEIR AFFILIATES, OR THE EMPLOYEES, REPRESENTATIVES, OR AGENTS OF THE DRIVERS OR THEIR AFFILIATES, OR (3) ANY TRANSACTION BETWEEN YOU AND A DRIVER.

15.2.

You understand that we cannot and do not guarantee or warrant that User Content, files, or other content or materials available for downloading from the Internet or transmitted through the MoveUP Services will be free of viruses, malware, or other destructive code. You are responsible for implementing sufficient procedures and safeguards to satisfy your particular requirements for anti-virus and anti-malware protection and for maintaining a means external to the MoveUP Services for any reconstruction of any lost data. WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES, MALWARE, OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT, DAMAGE, OR DELETE YOUR DEVICES OR DATA DUE TO YOUR USE OF THE MOVEUP SERVICES OR YOUR ACCESSING OR DOWNLOADING ANY USER CONTENT, MOVEUP MATERIALS, OR OTHER MATERIALS AVAILABLE ON OR THROUGH THE MOVEUP SERVICES OR LINKED TO FROM THE MOVEUP SERVICES.

15.3.

TO THE FULLEST EXTENT PERMITTED BY LAW, WE HAVE NO LIABILITY OF ANY KIND TO YOU OR OTHERS AS A RESULT OF ANY LOSS, THEFT, DELETION, DESTRUCTION, ALTERATION, OR CORRUPTION OF, DAMAGE, UNAUTHORIZED ACCESS TO, OR FAILURE TO TRANSMIT, STORE, BACKUP, OR ENCRYPT ANY USER CONTENT OR ANY DATA OR FILES STORED ON ANY DEVICE USED TO ACCESS THE MOVEUP SERVICES.

15.4.

YOUR USE OF THE MOVEUP SERVICES AND THE MOVEUP MATERIALS (AND ALL OTHER CONTENT, INCLUDING USER CONTENT, PROVIDED OR TRANSMITTED ON OR THROUGH THE MOVEUP SERVICES) IS AT YOUR OWN RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, THE MOVEUP SERVICES AND THE MOVEUP MATERIALS (AND ALL OTHER CONTENT, INCLUDING USER CONTENT, PROVIDED OR TRANSMITTED ON OR THROUGH THE MOVEUP SERVICES) ARE PROVIDED “AS IS”, “WITH ALL FAULTS” AND “AS AVAILABLE”, AND WITHOUT WARRANTIES OF ANY KIND EITHER EXPRESS OR IMPLIED.

15.5.

TO THE FULLEST EXTENT PERMITTED BY LAW, THE UP PARTIES HEREBY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR PARTICULAR PURPOSE. NONE OF THE UP PARTIES MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY, COMPLETENESS, APPROPRIATENESS, LEGALITY, SAFETY, OR AVAILABILITY OF THE MOVEUP SERVICES OR THE MOVEUP MATERIALS (OR ANY OTHER CONTENT, INCLUDING USER CONTENT, PROVIDED OR TRANSMITTED ON OR THROUGH THE MOVEUP SERVICES). WITHOUT LIMITING THE FOREGOING, NONE OF THE UP PARTIES REPRESENTS OR WARRANTS THAT THE MOVEUP SERVICES OR THE MOVEUP MATERIALS (OR ANY OTHER CONTENT, INCLUDING USER CONTENT, PROVIDED OR TRANSMITTED ON OR THROUGH THE MOVEUP SERVICES) WILL BE ACCURATE, RELIABLE, ERROR-FREE, OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT THE MOVEUP SERVICES OR THE SERVERS THAT MAKE THEM AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT THE MOVEUP SERVICES OR THE MOVEUP MATERIALS (OR ANY OTHER CONTENT, INCLUDING USER CONTENT, PROVIDED OR TRANSMITTED ON OR THROUGH THE MOVEUP SERVICES) WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS.

15.6.

TO THE FULLEST EXTENT PERMITTED BY LAW, NEITHER YOU NOR ANY OF THE UP PARTIES WILL HAVE ANY LIABILITY FOR INCIDENTAL, CONSEQUENTIAL, INDIRECT, EXEMPLARY, PUNITIVE, OR SPECIAL DAMAGES SUFFERED BY YOU OR ANY OTHER PERSON ARISING OUT OF, RELATED TO, OR ASSOCIATED WITH (A) YOUR USE OF THE MOVEUP SERVICES, (B) THE USE OF THE MOVEUP SERVICES BY ANY OTHER PERSON, OR (C) THE OPERATION OR MALFUNCTION OF THE MOVEUP SERVICES, REGARDLESS OF WHETHER OR NOT YOU, THE UP PARTIES, OR ANY OTHER PERSON HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

15.7.

TO THE FULLEST EXTENT PERMITTED BY LAW, THE LIABILITY OF THE UP PARTIES TO YOU OR ANY OTHER PERSON FOR ANY REASON AND UPON ANY CAUSE OF ACTION (WHETHER BASED IN TORT, CONTRACT, OR ON ANY LEGAL OR EQUITABLE GROUND OR THEORY OF RECOVERY) WILL BE LIMITED TO THE LESSER OF YOUR ACTUAL DAMAGES OR THE TOTAL AMOUNT OF MoveUP Fund Donations MADE BY YOU THROUGH THE MOVEUP SYSTEM DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING SUCH LIABILITY. THIS LIMITATION APPLIES TO ALL CAUSES OF ACTION IN THE AGGREGATE, INCLUDING, WITHOUT LIMITATION, TORT, BREACH OF CONTRACT, BREACH OF WARRANTY, NEGLIGENCE, STRICT LIABILITY, MISREPRESENTATIONS, NONINFRINGEMENT, AND OTHER CAUSES OF ACTION OR ALLEGATIONS.

15.8.

You acknowledge and agree: (a) that none of the UP Parties nor any person or entity acting, or purporting to act, on behalf of Unified Potential has made any representations to you other than those representations expressly made by Unified Potential in this Agreement, and (b) that in connection with your acceptance of this Agreement, you have not relied upon any representations made by any of the UP Parties or any person or entity acting, or purporting to act, on behalf of Unified Potential other than those representations and warranties expressly made by Unified Potential in this Agreement.

15.9.

SOME JURISDICTIONS EITHER DO NOT ALLOW OR OTHERWISE LIMIT THE PERMISSIBLE SCOPE OF DISCLAIMERS AND LIMITATIONS SUCH AS THOSE APPEARING IN THIS Section 15. ACCORDINGLY, SOME OF THE LIMITATIONS AND DISCLAIMERS APPEARING IN THIS SECTION MAY NOT APPLY TO YOU. THE PROVISIONS OF THIS Section 15 WILL CONTINUE TO APPLY EVEN IF YOU STOP USING THE MOVEUP SERVICES AND WILL SURVIVE THE CLOSING, DELETION, EXPIRATION, OR TERMINATION OF YOUR USER ACCOUNT OR THIS AGREEMENT.

15.10.

Notwithstanding any other provision of this Agreement to the contrary, nothing in this Agreement will be deemed to limit our liability for any personal injury, death, or property damage occurring on our premises to the extent that such personal injury, death, or property damages results from our negligence, recklessness, or willful misconduct. The limitations of liability set forth in this Section 15: (a) only apply to the extent permitted by law, and (b) do not apply to the extent that such liability results from our gross negligence, recklessness, or willful misconduct.

16. Governing Law and Interpretation.

This Agreement will be governed by and construed in accordance with the laws of the Commonwealth of Virginia and the applicable federal laws of the United States, without regard to the conflicts of law provisions of any jurisdiction. Without limiting the foregoing provision, you and Unified Potential expressly agree (a) that the Virginia Uniform Computer Information Transactions Act, Virginia Code §§ 59.1-501.1 et seq. (“UCITA”) is expressly excluded from this Agreement, (b) that any and all terms contained in UCITA will have no force or effect on any portion of this Agreement, and (c) that UCITA does not apply to this Agreement or the MoveUP Services. If any ambiguity or question of intent or interpretation arises, this Agreement will be construed as if drafted jointly by Unified Potential and you, and no presumptions or burden of proof will arise favoring or disfavoring Unified Potential or you by virtue of authorship of any of the provisions of this Agreement. The descriptive headings in this Agreement are inserted for convenience only and do not constitute a part of this Agreement. Throughout this Agreement, the referents of masculine, feminine, and gender neutral pronouns will not be limited to referents of the specified gender. The words “include”, “includes”, and “including” are not limiting, the word “or” is not exclusive, and the words “herein”, “hereunder”, and “hereof” refer to this Agreement. We retain all rights at law and in equity to enforce the provisions of this Agreement in accordance with applicable laws.

17. Dispute Resolution – PLEASE READ CAREFULLY.

This Section 17 includes important provisions that affect your legal rights, including, for example, a waiver of the right to a jury, a waiver of the right to participate in a class action or similar proceeding, a limitation of the period of time for bringing a claim against us, an agreement that all court proceedings will take place only in the City of Lynchburg, Virginia, United States.

17.1. Initial Dispute Resolution.

We believe you will have a positive experience using the MoveUP System and all of the MoveUP Services, and we invite you to contact us about any questions or issues you experience. We want to address any concerns you may have about the MoveUP Services without needing to engage in a formal legal process. Before initiating an arbitration proceeding or filing a lawsuit, you agree to attempt to resolve the dispute informally by e-mailing us at [letsgo@moveuplynchburg.org]. You and we agree to work in good faith to settle any dispute, claim, controversy, question, or disagreement directly through consultation and good faith negotiations, which is a prerequisite to either you or us initiating formal legal proceedings. If you and Unified Potential do not reach a mutually agreed resolution within a period of thirty (30) days from the time informal dispute resolution is first pursued pursuant to this Section 17.1, then either you or Unified Potential may initiate formal legal proceedings.

17.2. Class Action Waiver and Right to Opt-out.

17.2.1.

You and we further agree that any lawsuit will be conducted in your and Unified Potential’s individual capacities only and not as a class action or other representative action, and you and we expressly waive the right to file a class action or seek relief on a class basis.

17.2.2.

You have the right to opt-out of the above class action waiver provisions by completing, signing, and mailing the Opt-out Notice form located at https://cdn.moveuplynchburg.org/move-up-opt-out-notice within sixty (60) days after the date you created your User Account. In order for the Opt-out Notice to be valid and effective, it must be completed in its entirety and signed by you, and you understand and agree that you are responsible for retaining proof of mailing and delivery. If you exercise your option to opt out as provided in this Section, then Section 17.2.1 will not apply and will not be considered a part of this Agreement.

17.3. Limited Exception for Injunctive Relief.

You acknowledge and agree that any violation of the Acceptable Use Policy may cause irreparable harm to the UP Parties (or other Users or Drivers), for which monetary damages would not be an adequate remedy. Therefore, notwithstanding Sections 17.1, you agree that: (a) we will be entitled to immediate injunctive relief to enjoin any actual, suspected, threatened, or potential violation by you of the Acceptable Use Policy; (b) we will be entitled to such injunctive relief without any obligation (i) to post a bond or other security, or (ii) to prove actual damages or to prove that monetary damages will not provide an adequate remedy; (c) the provisions of Sections 17.1 will not apply to any action by us seeking such injunctive relief; and (d) you will not oppose or otherwise challenge the appropriateness of injunctive relief or the entry by a court of competent jurisdiction of an order granting injunctive relief.

17.4. Venue for Judicial Actions.

Any and all claims and disputes arising out of or relating to (a) this Agreement, (b) the MoveUP System, the MoveUP Materials, or any of the MoveUP Services (or the use of any of the foregoing by you or any other person), (c) the Transportation Services or any products or services provided by Drivers, (d) the performance or non-performance by you or us of any of obligations under this Agreement, or (e) actual or alleged infringement by you, any of the UP Parties or Affiliates thereof, or the MoveUP Materials or the MoveUP Services of any Intellectual Property Rights, will be commenced and maintained only in a state or federal court of competent subject matter jurisdiction situated or located in the City of Lynchburg, Virginia, United States. YOU AND Unified Potential BOTH CONSENT TO THE EXCLUSIVE PERSONAL JURISDICTION OF AND VENUE IN ANY SUCH COURT (AND IN ANY OF THE APPROPRIATE APPELLATE COURTS THEREFROM) AND IRREVOCABLY WAIVE, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY OBJECTION (INCLUDING WITHOUT LIMITATION ANY OBJECTION BASED ON INCONVENIENT FORUM) WHICH YOU OR WE MAY NOW OR HEREAFTER HAVE TO VENUE IN ANY SUCH COURT.

17.5. Service of Process.

To the fullest extent permitted by law, if your Account Information does not contain your current and accurate physical address (or if we are unable, after reasonable efforts, to effect service of process on you at such physical address), you hereby irrevocably agree to accept service of process by any means of communication associated with your User Account or through any contact information in your Account Information, including without limitation, service by U.S. mail, e-mail, SMS, messages, or alerts displayed or sent to you through the MoveUP System, or social media messages, posts, or tweets, and you waive any objections to service of process by such methods.

17.6. Time Period for Bringing Claims.

TO THE FULLEST EXTENT PERMITTED BY LAW: YOU MUST COMMENCE OR FILE ANY CLAIM OR ACTION ARISING OUT OF OR RELATING TO (A) THIS AGREEMENT, (B) THE MOVEUP SYSTEM, the MoveUP Materials, OR ANY OF THE MOVEUP SERVICES (OR THE USE OF ANY OF THE FOREGOING BY YOU OR ANY OTHER PERSON), (C) THE PERFORMANCE OR NON-PERFORMANCE BY US OF ANY OF OUR OBLIGATIONS UNDER THIS AGREEMENT, OR (D) ACTUAL OR ALLEGED INFRINGEMENT BY ANY OF THE UP PARTIES, the MoveUP Materials, OR THE MOVEUP SERVICES OF ANY INTELLECTUAL PROPERTY RIGHTS, WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES, OTHERWISE, SUCH CLAIM OR CAUSE OF ACTION IS PERMANENTLY BARRED. TO THE FULLEST EXTENT PERMITTED BY LAW, YOU EXPRESSLY WAIVE THE RIGHT TO COMMENCE OR FILE ANY SUCH CLAIM OR ACTION UNDER ANY LONGER STATUTE OF LIMITATIONS.

17.7. Waiver of Jury Trial.

YOU AND WE IRREVOCABLY AND UNCONDITIONALLY WAIVE, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT YOU OR WE MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL ACTION, PROCEEDING, CAUSE OF ACTION, OR COUNTERCLAIM ARISING OUT OF OR RELATING TO (A) THIS AGREEMENT, (B) THE MOVEUP SYSTEM, THE MoveUP Materials, OR ANY OF THE MOVEUP SERVICES (OR THE USE OF ANY OF THE FOREGOING BY YOU OR ANY OTHER PERSON), (C) THE PERFORMANCE OR NON-PERFORMANCE BY YOU OR US OF ANY OF OBLIGATIONS UNDER THIS AGREEMENT, OR (D) ACTUAL OR ALLEGED INFRINGEMENT BY YOU, ANY OF THE UP PARTIES OR AFFILIATES THEREOF, OR THE MoveUP Materials or the MOVEUP SERVICES OF ANY INTELLECTUAL PROPERTY RIGHTS. YOU CERTIFY AND ACKNOWLEDGE THAT: (1) NONE OF THE UP PARTIES HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT WE WOULD NOT SEEK TO ENFORCE THE FOREGOING WAIVER IN THE EVENT OF A LEGAL ACTION; (2) YOU HAVE CAREFULLY CONSIDERED THE IMPLICATIONS OF THIS WAIVER; (3) YOU ARE MAKING THIS WAIVER KNOWINGLY AND VOLUNTARILY; AND (4) YOU HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS IN THIS SECTION.

18. Notice to Us.

Except as otherwise provided herein or as otherwise directed by us from time to time, you may provide notice to us in writing at the following address: [144 Beacon Hill Place, Lynchburg, VA 24503], and such notice will be deemed given when we receive it.

19. Force Majeure.

The performance of this Agreement by you and us, in part or in full, and each Driver’s performance of the Transportation Services, may be subject to events or occurrences beyond its reasonable control including, but not limited to acts of God, war, threat of war, government retaliation against foreign enemies, government order or regulation, disasters, fire, floods, earthquakes, strikes or threats of strikes, civil disorder, terrorist acts and/or threats of terrorism, acts of foreign enemies or any other similar occurrence making it illegal, impossible, or commercially impracticable to perform its obligations under this Agreement (each a “Force Majeure Event”). Your late arrival at the designated starting location for Transportation Services will not be considered a Force Majeure Event if we determine that such failure reasonably could have been avoided by you. Immediately upon written notice, either party may suspend the performance of, or partially perform, its obligations under this Agreement without liability or additional obligation to the extent that such performance is delayed, prevented, or frustrated by a Force Majeure Event. Unless otherwise hereafter agreed in writing by the parties, any time for performance which falls due during or subsequent to a Force Majeure Event will be automatically extended for such reasonable period of time as is required to render the performance affected thereby.

20. Termination.

We reserve the right, without any liability to you, to Remove your User Content (in whole or in part), to modify, disable, or delete your username, to suspend, close, delete, or terminate your User Account, and to suspend or terminate your permission to access and use the MoveUP System or the MoveUP Services for violation of this Agreement (including the Policies), for failure to pay any Driver Fees, Cancellation Fees, Cleaning Charges, or taxes when they are due, or for any other reason. If you wish to end your relationship with us, you may close your User Account at any time. We reserve the right to retain historical records and information related to your User Account for financial, security, legal, and other purposes. This Agreement and all rights, licenses, and permissions granted by us to you will automatically terminate upon the suspension, closing, deletion, expiration, or termination of your User Account or of this Agreement. Any termination, cancellation, or expiration of this Agreement notwithstanding (and notwithstanding the suspension, closing, deletion, or termination of your User Account or your stopping using the MoveUP Services), provisions which are by their terms intended to survive and continue will so survive and continue, including without limitation Sections 9.1, 9.2, 9.4, 11, 12, 13, 14, 15, 16, 17, 18, and 21.

21. Miscellaneous.

This Agreement (including the Policies) constitutes the entire agreement between you and Unified Potential pertaining to the subject matter hereof and supersedes all prior and contemporaneous agreements of the parties. If any provision of this Agreement is held invalid under any applicable law, such invalidity will not affect any other provision of this Agreement that can be given effect without the invalid provision, and, to this end, the provisions hereof are severable. No delay or omission on the part of any party in exercising any right hereunder will operate as a waiver of such right or any other right under this Agreement. This Agreement is personal to you. You will not assign, delegate, or subcontract any of your rights or obligations under this Agreement without our prior written consent, and any attempt to do so without such consent will be void. You acknowledge and agree that we may assign, delegate, or subcontract any or all of our rights or obligations hereunder. Subject to the foregoing, this Agreement will inure to the benefit of, and be binding upon, the parties hereto and their respective successors and permitted assigns.

22. Contacting Us.

If you have any questions about this Agreement, the Policies, the MoveUP Services, or your User Account, you may contact us by e-mail at [letsgo@moveuplynchburg.org.