NURIDE MEMBERSHIP AGREEMENT

THIS MEMBERSHIP AGREEMENT ("AGREEMENT") IS A LEGAL AGREEMENT BETWEEN YOU AS A REGISTERED MEMBER OF NURIDE ("YOU" OR "YOUR") AND NURIDE INC. ("NURIDE", "US" OR "OUR") AND COVERS YOUR USE OF AND PARTICIPATION IN NURIDE'S RIDE MATCHING AND SCHEDULING SYSTEM, INCENTIVES PROGRAM, VALUE-ADDED BENEFITS, AND OTHER RELATED SERVICES (THE "SERVICES").

PLEASE CAREFULLY READ THE TERMS OF THIS AGREEMENT. BY CHECKING THE ACKNOWLEDGEMENT CHECKBOX, YOU ARE INDICATING THAT YOU HAVE READ THIS AGREEMENT AND AGREE TO BE BOUND BY ITS TERMS. IF YOU DO NOT AGREE TO ALL OF THE TERMS IN THIS AGREEMENT, WE WILL NOT BE ABLE TO ACCEPT YOUR REGISTRATION AND YOU WILL NOT BE ABLE TO USE THE SERVICES.

From time to time, NuRide may amend, revise or update this Agreement. The amended Agreement will be effective on the effective date indicated therein. You should periodically review this Agreement for changes; the current version can always be found at on the NuRide web site. Your continued use of the Services following NuRide's posting of such changes will be regarded by NuRide as acceptance of the amended Agreement. If you do not agree to be bound by the amended Agreement, you should cancel your membership by contacting us.

Your use of the Services is also governed by our Terms of Service and Privacy Policy which are incorporated by reference into this Agreement.

REGISTRATION

In order to use the NuRide service, you will need to become a NuRider, which is defined as an approved member of NuRide. To become a NuRider, you must be affiliated with an organization and provide us with your email address, name, home address, age range, gender, smoking preference and information on your commute. You will also need to select a NuRider name and password. Your NuRider name and password will allow you to access controlled areas on our website. We also provide you with the option to include your America Online® screen name for instant messaging. Providing this information is optional and you do not have to provide your screen name to use the services.

Upon submitting your application you agree to give NuRide the right to verify your organizational affiliation. You cannot become an approved member unless your organizational affiliation has been verified. Once you are an approved member, you agree to grant NuRide and its partners, as appropriate, the right to periodically re-validate your organizational affiliation. If your organizational affiliation has changed you are required to notify NuRide immediately, and NuRide will determine, in its sole discretion, if your membership is to be discontinued.

Once your organizational affiliation has been processed and approved, you will be able to schedule shared trips, manage your account and communicate with other NuRiders. You will be able to access your account using your NuRider Name and password. In addition, your NuRider Name will be used to identify you to other members of NuRide. For this reason, we suggest that you select a NuRider Name that does not include any personally identifiable information.

As an approved NuRide member you will also be given the opportunity to provide additional demographic data and profile information, which will be used to refine your ride matches and enhance the Services.

Keep your password in a secure place and do not allow any unauthorized persons to access the Services using your email address, NuRider Name or password. You are responsible for all activity that occurs under your password. You agree to immediately notify NuRide of any unauthorized use of your password or email address or any other security breach.

You must be at least eighteen years of age to become a NuRider. You may not register more than one account with NuRide at any time.

ACCUMULATING AND REDEEMING NURIDE REWARDS

Reward points are accumulated when shared trips are scheduled through NuRide and confirmed. A shared trip is any trip taken by you and at least one other NuRider in the same vehicle. All shared trips are subject to verification and acceptance by NuRide. Once a shared trip has been verified and accepted, NuRide will credit your account with the appropriate number of points (or other award determined by NuRide) for that trip. NuRide shall determine, in its sole discretion, the number of points or other awards granted for each trip.

You may redeem your points for offers provided by sponsors. Sponsors may limit the total number of points that each NuRider may redeem. Some offers may be available only once to each member. Rewards may have restrictions or other requirements as specified by the sponsor. Offers vary from time to time and availability is limited. Sponsors may choose to offer rewards to select groups of NuRiders. As such, different NuRiders may be presented with different offers. NuRide points do not have a cash value and are only redeemable for offers made on the NuRide Network. You agree to comply with any restrictions or other requirements NuRide may impose from time to time regarding your accumulation or redemption of points.

SERVICES

You may use the Services only for the purposes and in accordance with the terms and conditions set out in this Agreement.

NuRide's Services are intended to encourage ridesharing as a means to ease traffic congestion and reduce air pollution. While NuRide may periodically verify organizational affiliation to ensure that members remain in good standing, neither NuRide, its partners or any other organizations that may promote or refer you to NuRide, sponsor or in any way control the individuals and entities that rideshare. Therefore, membership in NuRide or use of the Services by such individuals or entities should not in any way be construed as an endorsement by NuRide or its partners or referring organizations, including employers, sponsors, non-profits and government agencies, of such individual or entities. As such, you are solely responsible for selecting the individuals and/or entities with whom you travel. If you do not feel comfortable sharing a ride for any reason, you should use another means of transportation. You acknowledge and agree that under no circumstances will NuRide or any of its partners or referring organizations have any responsibility, liability or obligation with respect to any of the NuRide trips that you may take.

In the event of any dispute between you and another NuRider or any other individual with whom you rideshare, you hereby release NuRide and its employees, affiliates and agents, including but not limited to partners and referring organizations, from all claims, demands, costs, liabilities and damages (actual and consequential) of every kind and nature, known or unknown, suspected or unsuspected, disclosed or undisclosed, arising out of or in any way connected with such dispute.

TERM

This Agreement will commence upon completion of the registration process and continue until one of the following occurs: (1) you provide notice to NuRide of your intent to terminate this Agreement, (2) you breach any of the terms of this Agreement, including but not limited to using the Services in any fraudulent, misleading or harmful manner; or (3) NuRide elects to terminate this Agreement, with or without cause, by notice to you. In the event that this Agreement is terminated for any of the reasons stated above, you agree to discontinue any further use of the Services and to forfeit any accumulated, but not yet redeemed, points. Any provision of this Agreement that imposes or contemplates continuing obligations on or of a party will survive any expiration or termination of this Agreement.

MODIFICATIONS TO SERVICES

NuRide reserves the right at any time and from time to time to modify, suspend or discontinue, temporarily or permanently, all or any part of the Services, in its sole discretion. You agree that NuRide will not be liable to you for any modification, suspension or discontinuance of the Services. Any suspension, modification or discontinuation will be effective immediately upon either the posting of notice on our web site's home page or notice to you by electronic mail.

DISCLAIMERS

YOU EXPRESSLY UNDERSTAND AND AGREE THAT:

YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK. NURIDE PROVIDES THE SERVICES ON AN "AS IS," "AS AVAILABLE" BASIS. NURIDE HEREBY EXPRESSLY DISCLAIMS, TO THE FULLEST EXTENT PERMITTED BY LAW, ALL WARRANTIES, EITHER EXPRESS OR IMPLIED REGARDING THE SERVICES AND ANY SPECIAL OFFERS, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, FITNESS FOR A PARTICULAR PURPOSE AND TITLE, AND ANY AND ALL IMPLIED WARRANTIES ARISING FROM STATUTE, COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE.

YOUR DECISION TO RIDESHARE IS AT YOUR SOLE RISK. NEITHER NURIDE NOR ANY OF ITS PARTNERS, SPONSORS OR REFERRING ORGANIZATIONS MAKE ANY WARRANTIES OR REPRESENTATIONS AS TO THE QUALITY, SAFETY, SECURITY, RELIABILITY OR TIMELINESS OF ANY TRIPS YOU MAY TAKE OR TRANSPORTATION YOU MAY USE AND ASSUMES NO LIABILITY OR RESPONSIBILITY THEREFORE.

NONE OF THE INFORMATION MADE AVAILABLE THROUGH THE SERVICES SHOULD BE INTERPRETED AS TRANSPORTATION ADVICE OR AS AN ENDORSEMENT OF ANY MEANS OF TRANSPORTATION OR OF ANY MEMBER OF NURIDE. YOU BEAR SOLE RESPONSIBILITY FOR ALL DECISIONS AND RESULTS BASED ON YOUR USE OR RELIANCE ON SUCH INFORMATION.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER NURIDE NOR ITS PARTNERS, SPONSORS OR REFERRING ORGANIZATIONS WILL BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES (EVEN IF NURIDE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM YOUR USE OF THE SERVICES.

NOTICES

Except as explicitly stated otherwise or as required by law, you will provide any notices to NuRide by contacting us. NuRide will provide any notices to you by email to the email address you provide upon registration. Notices will be deemed given upon transmission, unless the sending party receives notice that the address is invalid or that the message was otherwise not transmitted.

PRIVACY

NuRide's use of the information provided by you is governed by the Privacy Policy, which is posted on our web site and incorporated herein by reference. Please review this policy from time to time, as NuRide may amend it without notice.

GENERAL PROVISIONS

This Agreement does not, is not intended to and will not be construed as creating any agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship between you and NuRide. You may not transfer your rights under this Agreement. The waiver of any breach or default under this Agreement shall not be a waiver of any subsequent breach or default. This Agreement is governed by and interpreted in accordance with the laws of the state of Connecticut, without regard to its principles of conflicts of law. You agree that any action to enforce this Agreement will be brought in the state or federal courts located in the state of Connecticut. You further agree to submit to the personal jurisdiction of these courts for the purpose of any proceeding arising out of this Agreement and waive any objections and defenses inconsistent with such venue.

By using the Services, you represent and warrant that you can form legally binding contracts under applicable law. This Agreement, and any agreements incorporated by reference herein, set forth the entire understanding and agreement between you and NuRide with respect to the subject matter hereof. Headings and captions of the sections are for reference purposes only. If any provision of this Agreement is held to be invalid or unenforceable, such provision will be stricken and the remaining provisions enforced.

If you have any questions about this Agreement, please contact us.