Last modified April 7, 2017
Welcome to Sheprd Inc. (“Sheprd”), the student transportation service that enables parents and guardians (“Users”) to schedule
and coordinate rides, carpools, and similar vehicular transportation (“Rides”) for their children enrolled in
K-12 schooling (“Passengers”) to and from the facilities of Sheprd’s partners (typically schools and other child-related
institutions) (“Partners”) in cars (“Vehicles”) driven by our drivers (“Drivers”). For clarification, although
the Service is intended to provide Rides for children, use of the App and Site is restricted to adults who are
the age of majority (18 in most states)
YOU AND SHEPRD, INC. (“SHEPRD,” “WE,” “US” OR “OUR”). AS USED IN THIS AGREEMENT, “YOU” MEANS THE USER OF THE
SERVICE (GENERALLY THE PARENT OR GUARDIAN OF A CHILD) WHO COMPLETES ALL FORMS AND CONSENTS WE REQUIRE. WHEN A
PARENT OR GUARDIAN BOOKS A RIDE FOR A MINOR, YOU ARE LEGALLY CONSENTING TO THESE TERMS, INCLUDING WITHOUT LIMITATION
ALL LIABILITY RELEASES, ON BEHALF OF YOURSELF AND THE MINOR.
AND THE SHEPRD FAQS (Sheprd.us/faq) (WHICH ARE INCORPORATED INTO AND GOVERNED BY THIS AGREEMENT). THIS AGREEMENT
GOVERNS YOUR USE OF THE SHEPRD IPHONE APP (THE “APP”), THE WEBSITE SHEPRD.US AND ANY SUBDOMAINS (THE “SITE”),
AND THE SERVICES, FEATURES, AND INFORMATION AVAILABLE ON THE APP AND THE SITE (TOGETHER WITH THE APP, THE SITE,
ASSOCIATED AND SUCCESSOR WEBSITES, MOBILE APPS, FEATURES, INFORMATION, AND SERVICES, OR ANY PART THEREOF, THE
“SERVICE”). BY USING OR ACCESSING THE SERVICE, OR BY REGISTERING ANOTHER PERSON TO USE THE SERVICE, YOU AGREE
TO BE BOUND BY THIS AGREEMENT. IF YOU DO NOT AGREE TO BE BOUND BY THIS AGREEMENT, OR YOU ARE BELOW THE AGE OF
MAJORITY21, YOU ARE NOT PERMITTED TO USE THE SERVICE OR BOOK A RIDE FOR A PASSENGER.
- Our Commitments.
All Drivers hired by us to drive our Vehicles and transport our Passengers will be age 21 or older, have Massachusetts Department
of Transportation 7D School Pupil Transport Certificates and valid drivers’ licenses, and be trained
in CPR. Our Drivers are not medical professionals or medically trained; therefore, children with
serious health issues, particularly those that could result in dangerous or fatal symptoms, should
not be transported using our Services (unless special arrangements are made with Sheprd).
While providing Services our Vehicles will only transport children K-12 and their parents, guardians or aides who have been
registered for a Ride by you or other adult Users of our Service.
In the event that a Passenger is unavailable at the time and place of pick-up, Sheprd Drivers will wait for a scheduled Passenger
to board the Vehicle for up to 5 minutes from the later of the latest original pick-up time or the
Vehicle’s arrival. During this wait period, the Sheprd Driver will contact the Partner’s emergency
contact as well as the Passenger’s emergency contact as stored in the Sheprd App. In the event the
Passenger fails to appear during the allotted time period and the Driver cannot make contact with
the appropriate individuals, the Driver will depart without the missing Passenger.
In the event a Passenger has missed the scheduled pick-up time but still needs transportation, Sheprd offers a ‘Missed Pick-Up’
solution for an additional price of 2x the original fare, which can be organized by calling Dan Mitchell
(or his designated substitute) directly at 617-999-0447 (or any person or number specifically substituted
by Sheprd for this purpose). In these circumstances, we will do our best to arrive as soon as possible,
but we will be often be dispatching a Vehicle exclusively for this Passenger, which may take extra
All motor Vehicles used to transport our Passengers will, except in emergencies, be automobiles (typically Land Rover Vehicles)
owned by Sheprd and maintained by the maker or dealer. Additionally, each will bear School Pupil
Transit compliant license plates, as well as a 7D certified School Bus sign, and. Accordingly, all
Vehicles will adhere to policies outlinesd in the Mass DOT 7D Manual.
All Vehicles will be equipped with mobile devices, navigation apps, chock blocks, fire extinguishers, road safety triangles,
breathalyzers, vomit bags, sanitation wipes, and first aid kits.
Vehicles also come equipped with one or more cameras to capture selected images outside the Vehicle and to record Passengers
inside the Vehicle (the use of which is described in more detail in, and subject to, our Privacy
of Passengers, including your minor children, and the use and display of these recordings when necessary
or appropriate for liability, law enforcement, discipline, or other legitimate purposes (but not
for public advertising or promotional purposes without your express written consent to such use).
Please contact [email protected] (or call 617-999-0447) if you’d like more information.
Sheprd’s is committed to making all reasonable efforts to accommodate Passengers with disabilities. However, our Vehicles
do not come equipped with assistive equipment, and our Drivers are neither trained to deal with severe
disabilities nor accompanied by auxiliary aides or assistants. Therefore, you may not schedule Rides
for children with serious disabilities, particularly those that require special transportation equipment
or dedicated assistance, unless special arrangements are made with Sheprd.
While Sheprd and its Drivers respect the property of our Users and Passengers, given the constant flow of persons and property
into and out of our Vehicles, we cannot be responsible for, and you agree we and our Drivers have
no responsibility or liability for, unattended property or property left in our Vehicles.
- Your Commitments. By completing the application, entering this Agreement or using the Services you agree to the
You will review the instructions and descriptions we post or transmit and become familiar with how our Services operate,
including our rules and requirements.
You will complete all questionnaires, registration forms, and account information accurately and completely and keep it up-to-date.
You agree that Sheprd may rely on your account, profile and other information submitted by you as
accurate, current and complete.
All Passengers will be required to obey our Drivers’ instructions, including when to load, when to buckle, when to remain
in the Vehicle, and when and where to cross streets or intersections (until they come within the
authority of their parent or guardian).
Passengers will not cause damage to a Vehicle or any property within a Vehicle, will not transport illegal or hazardous substances,
will not be physically aggressive to any Driver or other Passenger, and will not bully, and will
obey the Driver at all times (until within the authority of their parent or guardian). With respect
to repeat offenders of these or other rules, Sheprd may exclude them from using the Services or impose
special requirements on their use (e.g., you must rent the entire Vehicle each Ride).
You are fully responsible for the actions of any persons you sign up as Passengers, including for any damage or harm they
cause directly or indirectly to persons or property, and therefore you will take all actions reasonably
necessary to ensure proper conduct, including instructing them on proper behavior prior to any Drives
and providing appropriate warnings and discipline as needed.
You acknowledge that our Drivers may refuse to provide Rides to anyone who has not been properly signed up in advance or
who appears to have significant disability, medical condition (e.g., the flu) or behavioral issue
such that transporting that Passenger would pose a risk to the health or safety of the Driver or
You acknowledge that our Drivers may refuse to provide Rides to anyone who has not been properly signed up in advance; or
who appears to have significant disability, medical condition (e.g., the flu) or behavioral issue
such that transporting that Passenger would pose a risk to the health or safety of the Driver or
other Passengers; or for any other reason in the Driver’s discretion.
Changes. Except with respect to Section 15.4 (Mandatory Arbitration), Sheprd reserves the right, in its sole discretion,
to change, add to, supplement or delete any terms and conditions of this Agreement (including the Privacy
Policy, which is incorporated into and governed by this Agreement) at any time; however, Sheprd will use
reasonable efforts to notify you of any material changes by email, postal mail, website posting, pop-up screen,
or in-service notice. You should visit this page whenever you use the Service to review this Agreement and
learn if any terms have changed. If any future changes are unacceptable to you or cause you to no longer
be in compliance with this Agreement, you must immediately stop using the Service. Your continued use of
the Service following any revision to this Agreement constitutes your acceptance of any and all such changes.
- Access to the Service; Term
Subject to your acceptance of and compliance with this Agreement, Sheprd grants you a non-exclusive, non-transferable, revocable
limited license to use the Service for the personal non-commercial use of yourself and the K-12 minor
children of whom you are a parent or legal guardian. You agree not to use the Service for any other
purpose, and not to download, save, copy or distribute any content made available through the Service
except strictly in connection with your proper use of the Service or as otherwise expressly allowed
in this Agreement.
Sheprd may change, suspend, or discontinue the Service, in whole or in part, at any time. Sheprd may also impose limits on
certain features or restrict or prohibit your access to parts or all of the Service at any time,
all without notice or liability.
Your use of the Service is conditioned upon your compliance with this Agreement and any use of the Service in violation of
this Agreement will be regarded as an infringement of Sheprd’s copyrights in copyrightable aspects
of the Service.
This Agreement will remain in effect as long as your account is up-to-date and you remain in compliance with the terms hereof,
unless it has been voluntarily suspended or terminated by you or Sheprd. You may terminate this Agreement
by destroying all Service-related materials obtained from the Service, Sheprd or another source.
Sheprd reserves the right to terminate your access to the Service, without notice, if you fail to
comply with any term or provision of this Agreement or for any reason, in Sheprd’s sole discretion.
Use by Minors. Individuals under the age of majority may not use the Service, except as Passengers in Rides booked by their
parent or guardian. If you register a minor as a Passenger or otherwise allow them to use the Service,
you hereby represent and warrant that you are the legal parent or guardian of that minor, agree to
this Agreement on behalf of yourself and the minor, and understand and agree that you will be responsible
for any minor you register even if their conduct was not authorized by you.
- Ownership of Intellectual Property
Unless otherwise specified in writing, all materials that are part of the Service are owned, controlled, or licensed by Sheprd
and its licensors and are protected by law from unauthorized use. You do not acquire any ownership
rights by using the Service, downloading material from the Service, or uploading material to the
Service. The entire contents available when using the Service are copyrighted under U.S. copyright
laws and/or similar laws of other jurisdictions. The term “Sheprd” and any Sheprd logos are trademarks
of Sheprd and may not be used without the express written permission of Sheprd.
You agree to include, and not to remove or alter, Sheprd’s trademark, copyright or other proprietary rights notices, as provided
by Sheprd on or in connection with the Service, and you agree not to challenge Sheprd’s ownership
or control of any Sheprd trademarks, nor use or adopt any trademarks that might be confusingly similar
to such Sheprd trademarks.
"Your Information" is defined as any information you provide to Sheprd or other Users, Drivers or Passengers, or to which
you provide Sheprd or other such person’s access: in the registration or transaction process (including
without limitation your name, photograph); through any e-mail feature; or through any other feature
of the Service.
You hereby grant and assign to Sheprd free of charge a perpetual, royalty-free, worldwide, irrevocable, sublicensable (through
multiple tiers), and transferable right, license, and permission (but not the obligation), in all
forms and media, whether now known or not currently known, to exercise all rights you have in Your
- Terms for App Store Apps
If you accessed or downloaded the App from the Apple Store, you agree to use the App only: (1) on an Apple-branded product
or device that runs iOS (Apple’s proprietary operating system software); and (2) as permitted by
the “Usage Rules” set forth in the Apple Store Terms of Service as of the effective date of this
Agreement. If You accessed or downloaded the App from any app store or distribution platform (like
the Apple Store, Google Play or the Amazon Appstore) (each, an “App Provider”), then you acknowledge
and agree that:
This Agreement is between you and Sheprd only, and not with App Provider, and that, as between Sheprd and the App Provider,
Sheprd is solely responsible for the App.
The App Provider has no obligation whatsoever to furnish any maintenance and support services with respect to the App.
In the event of any failure of the App to conform to any applicable warranty, you may notify App Provider and App Provider
will refund to you any purchase price you paid for the App (if applicable) and, to the maximum extent
permitted by applicable law, App Provider will have no other warranty obligation whatsoever with
respect to the App. Any other claims, losses, liabilities, damages, costs or expenses attributable
to any failure of the App to conform to any warranty will be the sole responsibility of Sheprd.
App Provider is not responsible for addressing any claims you or any third party may have relating to the App or your possession
and use of the App, including, but not limited to: (1) product liability claims; (2) any claim that
the App fails to conform to any applicable legal or regulatory requirement; and (3) claims arising
under consumer protection or similar legislation.
In the event of any third-party claim that the App or your possession and use of the App infringes that third party’s intellectual
property rights, Sheprd will be solely responsible for the investigation, defense, settlement and
discharge of any such intellectual property infringement claim (but solely to the extent required
by this Agreement).
App Provider and its subsidiaries are third-party beneficiaries of this Agreement as related to your license of the App,
and, upon your acceptance of this Agreement, App Provider will have the right (and will be deemed
to have accepted the right) to enforce this Agreement as related to your license of the App against
you as a third party beneficiary thereof. You must comply with applicable third party terms of agreement
when using the App.
You agree to comply with all U.S. and foreign export laws and regulations to ensure that neither the App nor any technical
data related thereto nor any direct product thereof is exported or re-exported directly or indirectly
in violation of, or used for any purposes prohibited by, such laws and regulations. By using the
App you represent and warrant that: (1) you are not located in a country that is subject to a U.S.
Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting”
country; and (2) you are not listed on any U.S. Government list of prohibited or restricted parties.
- Passwords. Sheprd has several tools that allow you to record and store information in your account. You are responsible
for all actions on the Service by you or under your Service password or account and for taking all reasonable
steps to ensure that no unauthorized person have access to your Service password or account, and you are
responsible for all actions taken by individuals that you register to use the Service. Without limiting the
foregoing, it is your sole responsibility to (1) control the dissemination and use of any login code and
password; (2) authorize, monitor, and control access to and use of your Service account and password; (3)
promptly inform Sheprd of any need to deactivate a password. You grant Sheprd and all other persons or entities
involved in the operation of the Service the right to transmit, monitor, retrieve, store, and use any information
recorded and/or stored in your account in connection with the operation of the Service.
- Usage Rules:
As a condition of your use of and access to the Service, you agree to comply with any application-or content-specific rules
published within the Service as well as the following usage rules, which Sheprd may modify or supplement
in its discretion from time to time (with notice to you of material changes, per Section You agree
that your activities on the Service will not:
Copy or adapt the Service’s software or reverse engineer, decompile, reverse assemble, modify or attempt to discover any
software (source code or object code) that the Service creates to generate web pages or any
software or other products or processes accessible through the Service.
Use or launch, develop or distribute any automated system, including, without limitation, any spider, robot (or "bot"), cheat
utility, scraper or offline reader that accesses the Service, or use or launch any unauthorized
script or other software.
Distribute any virus, time bomb, trap door, or other harmful or disruptive computer code, mechanism or program.
cover or obscure any notice, legend, warning, banner or advertisement contained on the Service.
Interfere with or circumvent any security feature of the Service or any feature that restricts or enforces limitations on
use of or access to the Service.
Sell the Service or any part thereof.
Violate any applicable law, including without limitation any applicable export laws.
Harvest or otherwise collect information about others, including email addresses, without their identification for posting
or viewing Submissions
Infringe or violate the rights of any other party, including without limitation any intellectual property rights or rights
of privacy or publicity.
Be obscene, offensive, pornographic, fraudulent, deceptive, defamatory, threatening, harassing, abusive, slanderous, hateful,
or cause embarrassment to any other person as determined by Sheprd in its sole discretion;
further any chain letters or pyramid schemes; deliberately mislead anyone as to your identity,
impersonate another; allow another person or entity to use your identity in order to access
the Service. transmit unsolicited messages or engage in “spam”.
Engage in conduct deemed by Sheprd to be in conflict with the spirit or intent of the Service, including without limitation
restricting another User from using or enjoying the Service or exposing Sheprd or another
to any liability or detriment of any kind.
Engage in any activity deemed by Sheprd to be in conflict with the spirit or intent of the Service.
Scrape or crawl the information or data on the Service.
- Privacy and Protection of Personal Information. Sheprd respects the privacy of visitors to and Users of the Service.
Information collected from you and any child you register to use the Service as a Passenger is subject to
including, but not limited to, the manner in which Sheprd collects, uses and discloses your personally identifiable
information and non-personally identifiable information, is incorporated into and governed by this Agreement.
to all uses of personal information (including photographs and videos) described therein. You further agree
to comply with all applicable laws with respect to information you may receive from Sheprd or in connection
with your use of the Service.
- Child Online Protection Act Notification. Pursuant to 47 U.S.C. § 230(d) as amended, Sheprd hereby notifies you
that parental control protections (such as computer hardware, software, or filtering services) are commercially
available that may assist you in limiting access to material that is harmful to minors. Information identifying
providers of such protection is available on the websites StaySafeOnline ,
GetNetWise, and OnGuardOnline.
Please note that Sheprd is not affiliated with the above listed sites, nor is the above intended as an endorsement
of any of the products or services listed on such sites.
- Disclaimers; Limitations; Waivers of Liability.
YOU AGREE THAT USE OF THE SERVICE IS AT YOUR SOLE RISK AND, EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, THE SERVICE IS
OFFERED "AS IS" AND WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT
LIMITED TO, IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR
PURPOSE (EXCEPT ONLY TO THE EXTENT PROHIBITED UNDER APPLICABLE LAWS AND WITH ANY LEGALLY REQUIRED
WARRANTY PERIOD LIMITED TO THE SHORTER OF 30 DAYS FROM FIRST USE OR THE MINIMUM PERIOD REQUIRED).
WITHOUT LIMITING THE FOREGOING, NEITHER SHEPRD NOR ITS AFFILIATES OR SUBSIDIARIES, OR ANY OF THEIR
DIRECTORS, EMPLOYEES, AGENTS, ATTORNEYS, THIRD-PARTY CONTENT PROVIDERS, DISTRIBUTORS, LICENSEES OR
LICENSORS (COLLECTIVELY, "SHEPRD PARTIES") WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, UNCORRUPTED,
TIMELY, OR ERROR-FREE.
THE SHEPRD PARTIES MAKE NO REPRESENTATIONS OR WARRANTIES THAT THE SERVICE OR THE CONTENT WILL BE ACCURATE, RELIABLE, COMPLETE,
CURRENT, OR TIMELY. We do not control the information Users may make available through the Services
and cannot verify or guarantee the accuracy of the information Users provide on the Services. Therefore,
Sheprd does not confirm each User's or Passenger’s purported identity or any representations they
make in connection with the Services. THE SERVICE MAY BE TEMPORARILY UNAVAILABLE FROM TIME TO TIME
FOR MAINTENANCE OR OTHER REASONS. SHEPRD IS NOT RESPONSIBLE FOR TECHNICAL MALFUNCTIONS OR OTHER PROBLEMS
OF TELEPHONE NETWORKS OR SERVICES, COMPUTER SYSTEMS, MOBILE PHONE EQUIPMENT, SOFTWARE, OR EMAIL,
INCLUDING TECHNICAL PROBLEMS OR TRAFFIC CONGESTION ON THE INTERNET OR AT ANY SITE OR COMBINATION
THEREOF, INCLUDING INJURY OR DAMAGE TO A USER'S OR TO ANY OTHER PERSON'S COMPUTER, MOBILE PHONE,
OR OTHER HARDWARE OR SOFTWARE, RELATED TO OR RESULTING FROM USING OR DOWNLOADING MATERIALS IN CONNECTION
WITH THE WEB AND/OR IN CONNECTION WITH THE SERVICES OR RIDES.
THE SHEPRD PARTIES DO NOT ENDORSE OR WARRANTY ANY PARTNER, ITS PROGRAMS OR SERVICES, OR ANY INFORMATION REGARDING THE PARTNER
THAT MAY BE REFERENCED ON OR THROUGH THE SERVICE. THE SHEPRD PARTIES HAVE NO RESPONSIBILITY FOR OR
INVOLVEMENT WITH ANY PARTNER OR ITS INTERACTION WITH PASSENGERS THAT MAY OCCUR BETWEEN A PARTNER
AND ANY PASSENGER OR USER OF THE SERVICE.
THE SHEPRD PARTIES WILL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES,
PERSONAL INJURY/WRONGFUL DEATH, LOST PROFITS, LOST DATA, OR BUSINESS INTERRUPTION, THE USE OR MISUSE
OF INFORMATION OR CONTENT IN ANY WAY WHATSOEVER ARISING OUT OF THE USE OF, OR INABILITY TO USE, THE
SERVICE OR BOOK RIDES, WHETHER OR NOT THE SHEPRD PARTIES ARE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
IN THE EVENT THAT THE FOREGOING EXCLUSION OF LIABILITY IS FOUND BY A COURT OF COMPETENT JURISDICTION
TO BE UNENFORCEABLE, AND A DETERMINATION IS MADE THAT SHEPRD IS LIABLE, THE PARTIES AGREE THAT THE
CAP ON SUCH LIABILITY, AND THE MOST THE SHEPRD PARTIES WOULD BE LIABLE TO YOU FOR, IS THE AMOUNT
YOU HAVE PAID SHEPRD IN THE NINETY (90) DAYS IMMEDIATELY PRECEDING THE DATE ON WHICH YOU FIRST ASSERT
TO THE FULLEST EXTENT PERMITTED BY LAW, THESE DISCLAIMERS OF LIABILITY CONTAINED HEREIN APPLY TO ANY AND ALL DAMAGES OR INJURY
WHATSOEVER CAUSED BY OR RELATED TO USE OF, OR INABILITY TO USE, THE SERVICE, OR THE OCCURRENCE OF
OR FAILURE TO BOOK A RIDE, UNDER ANY CAUSE OR ACTION WHATSOEVER OF ANY JURISDICTION, INCLUDING, WITHOUT
LIMITATION, ACTIONS FOR BREACH OF WARRANTY, BREACH OF CONTRACT OR TORT (INCLUDING NEGLIGENCE). For
clarification, this Agreement shall not limit our liability to you beyond what is permitted by applicable
Release. On behalf of yourself and your child, you forever release, discharge, and covenant not to sue the Sheprd Parties
from any and all liability, claims, actions, and expenses that may arise, whether caused by the negligence
of the Sheprd Parties, or otherwise, in connection with your use of the Service, your booking or
inability to book a Ride, or yours or your child’s interaction with any party through or as a result
of the Service. In other words, you agree that you cannot sue the Sheprd Parties if anything happens
to you, your children, or your property in connection with your use of the Service, your child being
a Passenger, or your interaction with any Partner or other party through or as a result of the Service.
You agree that the provisions in this Section 11 will survive any termination of your account(s),
the Service, or this Agreement.
- 1. Indemnification. You agree to defend, indemnify and hold harmless the Sheprd Parties from and against all
liability, claims, actions, and expenses, including attorneys' fees and costs, arising out of your use of
the Service and/or your breach or alleged breach of any term, condition, obligation, representation or warranty
in this Agreement. You agree that the provisions in this paragraph will survive any termination of your account(s)
the Service, or this Agreement.
- 1. Objectionable Content/Copyright Takedown: If you believe your rights have been violated by, or you otherwise
object to, any posting, content or information on the Service, please contact us promptly so we can evaluate
the claim and take appropriate action. If your complaint includes a claim of copyright infringement, the
following policy will apply:
- Copyright Policy: It is Sheprd’s policy to respond promptly to claims of copyright infringement, and
to remove, or disable access to, infringing material. If you believe that any of the content or materials
appearing on this Service contain infringements, please send a notice to our designated agent at
the address stated below. Your notice should contain the following: a physical or electronic signature
of a person (i.e., claimant) authorized to act on behalf of the copyright owner; identification of
the copyrighted work claimed to be infringed; identification of the content or material claimed to
be infringing; a reference or link to the infringing material or activity, or the subject of the
infringing activity, including information to enable us to locate that material or reference; the
address, telephone number or email address of the claimant; a statement that the claimant has a good
faith belief that use of the material in the manner complained of is not authorized by the copyright
owner, its agent, or the law; and a statement that the information in the notice is accurate and,
under penalty of perjury, that the claimant is authorized to act on behalf of the owner of an exclusive
right that is allegedly infringed. Sheprd will also terminate a user's account if a user is deemed
to be a repeat infringer, namely, one who has been notified of bona fide infringing activity more
than twice. Our designated agent, to whom you should direct your infringement claim (or other complaints),
is Nicholas Jasset. You can mail him at Sheprd, Inc. 45 Carlton St, Unit B, Brookline, MA 02446361
Newbury St, Boston, MA 02115, or reach him by phone at 617-697-4123617-999-0447 or email at [email protected].
- Third Party Apps and Products. We may include links to third-party sites or services, or information about third-party
products or services, including for purposes of sharing information and blogging. You should review the terms
of use and privacy policies of all sites and services you link to from or are referred to by our Service.
We do not endorse or take responsibility for these third party offerings. We do not vet or take responsibility
for third-party sites, services or products or the postings or communications of other users.
- Governing Law/Waiver of Injunctive Relief.
- This Agreement and all aspects of the Service will be governed by and construed in accordance with the
internal laws of the United States and the Commonwealth of Massachusetts governing contracts entered
into and to be fully performed in Massachusetts (i.e., without regard to conflict of laws provisions)
regardless of your location. With respect to any disputes or claims not subject to informal dispute
resolution or arbitration (as set forth below), you agree not to commence or prosecute any action
in connection therewith other than in the state or federal courts located in Boston, Massachusetts,
and you hereby consent to, and waive all defenses of lack of personal jurisdiction and forum non
conveniens with respect to, venue and jurisdiction in the state and federal courts located in Boston,
- You acknowledge that the rights granted and obligations made hereunder to Sheprd are of a unique and
irreplaceable nature, the loss of which will irreparably harm Sheprd and which cannot be replaced
by monetary damages alone so that Sheprd will be entitled to injunctive or other equitable relief
(without the obligations of posting any bond or surety) in the event of any breach or anticipatory
breach by you. You irrevocably waive all rights to seek injunctive or other equitable relief and
agree to limit your claims to claims for monetary damages (if any).
- To expedite resolution and control the cost of any dispute, controversy or claim related to this Agreement
("Dispute"), you and Sheprd agree to first attempt to negotiate any Dispute (except those Disputes
expressly provided below) informally for at least thirty (30) days before initiating any arbitration
or court proceeding. Such informal negotiations commence upon written notice from one person to the
other. You will send your notice to: Chris Kobran at 361 Newbury St, Boston, MA 02115. We have the
right, but no duty, to monitor Disputes among Users, Partners, and passengers.
- Mandatory Arbitration. If you and Sheprd are unable to resolve a Dispute through informal negotiations
within 30 days, either you or Sheprd may elect to have the Dispute (except those Disputes expressly
excluded below) finally and exclusively resolved by binding arbitration. Any election to arbitrate
by one party will be final and binding on the other. YOU UNDERSTAND THAT ABSENT THIS PROVISION, YOU
WOULD HAVE THE RIGHT TO SUE IN COURT AND HAVE A JURY TRIAL. The arbitration will be commenced and
conducted under the Streamlined Arbitration Rules and Procedures (the “Rules”) of JAMS, which is
available at the JAMS website www.jamsadr.com. The determination of whether a Dispute is subject
to arbitration will be governed by the Federal Arbitration Act and determined by a court rather than
an arbitrator. Your arbitration fees and your share of arbitrator compensation will be governed by
the Rules. The arbitration may be conducted in person, through the submission of documents, by phone
or online. The arbitrator will make a decision in writing, but need not provide a statement of reasons
unless requested by a party. The arbitrator must follow applicable law, and any award may be challenged
if the arbitrator fails to do so.
- Notwithstanding the above, you and Sheprd agree that arbitration will be limited to the Dispute between
Sheprd and you individually. To the full extent permitted by law, (a) no arbitration will be joined
with any other; (b) there is no right or authority for any Dispute to be arbitrated on a class-action
basis or to utilize class action procedures; and (c) there is no right or authority for any Dispute
to be brought in a purported representative capacity on behalf of the general public or any other
- You and Sheprd agree that the following Disputes are not subject to the above provisions concerning informal
negotiations and binding arbitration: (a) any Disputes seeking to enforce or protect, or concerning
the validity of, any of your or Sheprd’s intellectual property rights; (b) any Dispute related to,
or arising from, allegations of theft, piracy, invasion of privacy or unauthorized use; and (c) any
claim for injunctive relief or to compel arbitration, stay proceedings pending arbitration, or to
confirm, modify, vacate or enter judgment on the award entered by the arbitrator.
- The failure of Sheprd to require or enforce strict performance by you of any provision of this Agreement
or to exercise any right under any provision of this Agreement will not be construed as a waiver
or relinquishment of Sheprd’s right to assert or rely upon any such provision or right in that or
any other instance.
- You and Sheprd agree that if any portion of this Agreement, except any portion of Section 15.4, is found
illegal or unenforceable, in whole or in part by any court of competent jurisdiction, such provision
will, as to such jurisdiction, be ineffective to the extent of such determination of invalidity or
unenforceability without affecting the validity or enforceability thereof in any other manner or
jurisdiction and without affecting the remaining provisions of this Agreement, which will continue
to be in full force and effect. If Section 15.6 is found to be illegal or unenforceable, then neither
you nor Sheprd will arbitrate any Dispute falling within that portion of Section 15.4 found to be
illegal or unenforceable and such Dispute will be decided by a court of competent jurisdiction within
Boston, Massachusetts, and you and Sheprd agree to submit to the personal jurisdiction of that court.
- Miscellaneous. Sheprd operates and controls the Service from its offices in Massachusetts. Sheprd makes no representation
that the Service is appropriate, lawful or available in other locations. The information provided on the
Service is not intended for distribution to or use by any person or entity in any jurisdiction or country
where such distribution or use would be contrary to law or regulation or which would subject Sheprd to any
registration requirement within such jurisdiction or country. Accordingly, those persons who choose to access
the Service from other locations do so on their own initiative and are solely responsible for compliance
with local laws, if and to the extent local laws are applicable. This Agreement is effective until terminated
by either party. Neither the course of conduct between the parties nor trade practice will act to modify
this Agreement. Sheprd may assign this Agreement to any party at any time without any notice to you. You
may not assign this Agreement without Sheprd’s prior written consent. This Agreement (including the Sheprd
between the parties concerning its subject matter, and cannot be changed or modified by you. The section
headings used in this Agreement are for convenience only and will not be given any legal import. Upon Sheprd’s
request, you will furnish Sheprd’s any documentation, substantiation or releases necessary to verify your
compliance with this Agreement. You agree that this Agreement will not be construed against Sheprd by virtue
of having drafted it. You hereby waive any and all defenses you may have based on the electronic form of
this Agreement and the lack of signing by the parties hereto to execute this Agreement.
- Statute of Limitations. You and Sheprd both agree that regardless of any statute or law to the contrary, any
claim or cause of action arising out of or related to use of the Service or this Agreement (including the
within the shortest statute of limitations for such claim which the parties may establish by agreement) or
the claim will be forever barred.
- Questions? If you have any questions about this Agreement, its terms, your account or your rights hereunder,
or if you have any complaints or claims, please contact: Chris Kobran at [email protected], 857-378-6708 361
Newbury St, Boston, MA 02115.